S-1

QuickLinks -- Click here to rapidly navigate through this document

As filed with the Securities and Exchange Commission on September 15, 2006

Registration No. 333-          

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Hampden Bancorp, Inc.
and
Hampden Bank 401(k) Profit Sharing Plan
(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	6036 (Primary Standard Industrial Classification Code Number)	To Be Applied For (IRS Employer Identification No.)
19 Harrison Avenue Springfield, Massachusetts 01102 (413) 736-1812 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
Thomas R. Burton President and Chief Executive Officer Hampden Bancorp, Inc. 19 Harrison Avenue Springfield, Massachusetts 01102 (413) 736-1812 (Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
R. Mark Chamberlin, Esq. Sahir C. Surmeli, Esq. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. One Financial Center Boston, MA 02111 (617) 542-6000	Michael K. Krebs, Esq. Michelle L. Basil, Esq. Nutter, McClennen & Fish LLP World Trade Center West 155 Seaport Boulevard Boston, MA 02210 (617) 439-2000

Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.

        If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box.    ý

        If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

        If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

        If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

Calculation of Registration Fee

Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per unit	Proposed maximum aggregate offering price(2)	Amount of registration fee
Common Stock, $0.01 par value	7,949,878 Shares(1)	$10.00	$79,498,780	$8,560
Participation Interests	(3)			(4)

(1)

Includes shares of common stock to be issued to Hampden Bank Charitable Foundation, a private foundation.

(2)

Estimated solely for the purpose of calculating the registration fee.

(3)

In addition, pursuant to Rule 416(c) under the Securities Act, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Hampden Bank 401(k) Profit Sharing Plan.

(4)

The securities of Hampden Bancorp, Inc. to be purchased by the Hampden Bank 401(k) Profit Sharing Plan are included in the amount shown for common stock. Accordingly, no separate fee is required for the participation interests. In accordance with Rule 457(h) of the Securities Act, as amended, the registration fee has been calculated on the basis of the number of shares of common stock that may be purchased with the current assets of such Plan.

Interests in
SBERA 401(k) Plan as adopted by
HAMPDEN BANK
and
Offering of up to 351,177 Shares of

Hampden Bancorp, Inc.
Common Stock ($0.01 Par Value)

        This prospectus supplement relates to the offer and sale to participants in the SBERA 401(k) Plan as adopted by Hampden Bank, or the 401(k) Plan, of participation interests and shares of common stock of Hampden Bancorp, Inc.

        401(k) Plan participants may direct the trustee of the 401(k) Plan to use their current account balances to subscribe for and purchase shares of Hampden Bancorp, Inc. common stock through the Hampden Bancorp, Inc. Stock Fund. Based upon the value of the 401(k) Plan assets at September 8, 2006, the trustee of the 401(k) Plan can purchase up to 351,177 shares of Hampden Bancorp, Inc. common stock given the purchase price of $10.00 per share. This prospectus supplement relates to the election of 401(k) Plan participants to direct the trustee of the 401(k) Plan to invest all or a portion of their 401(k) Plan accounts in Hampden Bancorp, Inc. common stock.

        The prospectus dated            , 2006, of Hampden Bancorp, Inc., which is attached to this prospectus supplement, includes detailed information regarding the mutual to stock conversion of Hampden Bancorp, MHC, which owns all of the stock of Hampden Bank, the offering of Hampden Bancorp, Inc. common stock and the financial condition, results of operations and business of Hampden Bank. This prospectus supplement provides information regarding the 401(k) Plan. You should read this prospectus supplement together with the prospectus and keep both for future reference.

Please refer to "Risk Factors" beginning on page 23 of the prospectus.

THE SECURITIES OFFERED IN THIS SUPPLEMENT ARE NOT DEPOSITS OR ACCOUNTS AND ARE NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, ANY OTHER GOVERNMENT AGENCY OR THE DEPOSITORS INSURANCE FUND.

NONE OF THE SECURITIES AND EXCHANGE COMMISSION, THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE MASSACHUSETTS COMMISSIONER OF BANKS, NOR ANY OTHER STATE OR FEDERAL AGENCY OR ANY STATE SECURITIES REGULATOR, HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS SUPPLEMENT IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

        This prospectus supplement may be used only in connection with offers and sales by Hampden Bancorp, Inc. of interests or shares of common stock pursuant to the 401(k) Plan. No one may use this prospectus supplement to reoffer or resell interests or shares of common stock acquired through the 401(k) Plan.

        Neither Hampden Bancorp, Inc. nor Hampden Bank has authorized any person to give any information or to make any representations other than those contained in the prospectus or this prospectus supplement, and, if given or made, no one may rely on such information or representations as having been authorized by Hampden Bancorp, Inc. Hampden Bank or the 401(k) Plan.

        This prospectus supplement does not constitute an offer to sell or solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Neither the delivery of this Prospectus Supplement and the Prospectus nor any sale of common stock shall under any circumstances imply that there has been no change in the affairs of Hampden Bancorp, Inc. or any of its subsidiaries incorporated by the Prospectus or the Plan since the date of this Prospectus Supplement, or imply the information contained in this Prospectus Supplement is correct as of any time after the date of this Prospectus Supplement.

The date of this Prospectus Supplement is                        , 2006.

TABLE OF CONTENTS

THE OFFERING		S-1
	SECURITIES OFFERED	S-1
	ELECTION TO PURCHASE THE COMMON STOCK IN THE OFFERING	S-1
	VALUE OF PARTICIPATION INTERESTS	S-2
	METHOD OF DIRECTING TRANSFER	S-2
	DEADLINE FOR DIRECTING TRANSFER IN CONNECTION WITH THE OFFERING	S-2
	IRREVOCABILITY OF TRANSFER DIRECTION IN CONNECTION WITH THE OFFERING	S-3
	DIRECTION TO PURCHASE THE COMMON STOCK AFTER THE CLOSE OF THE OFFERING	S-3
	COMMON STOCK IN THE OFFERING WILL BE PURCHASED AT $10.00 PER SHARE	S-3
	NATURE OF A PARTICIPANT'S INTEREST IN THE HAMPDEN BANCORP, INC. STOCK FUND	S-3
	VOTING AND TENDER RIGHTS OF THE COMMON STOCK	S-4
DESCRIPTION OF THE PLAN		S-4
	INTRODUCTION	S-4
	ELIGIBILITY AND PARTICIPATION	S-5
	CONTRIBUTIONS UNDER THE PLAN	S-5
	LIMITATIONS ON CONTRIBUTIONS	S-5
	INVESTMENT OF CONTRIBUTIONS	S-6
	BENEFITS UNDER THE PLAN	S-9
	WITHDRAWALS AND DISTRIBUTIONS FROM THE 401(K) PLAN	S-9
	ADMINISTRATION OF THE PLAN	S-10
	REPORTS TO PLAN PARTICIPANTS	S-10
	PLAN ADMINISTRATOR	S-10
	AMENDMENT AND TERMINATION	S-10
	MERGER, CONSOLIDATION OR TRANSFER	S-11
	FEDERAL INCOME TAX CONSEQUENCES	S-11
	RESTRICTIONS ON RESALE	S-12
	SEC REPORTING AND SHORT-SWING PROFIT LIABILITY	S-13
LEGAL OPINION		S-13

THE OFFERING

Securities Offered

        The securities offered in connection with this prospectus supplement are participation interests in the Hampden Bank 401(k) Plan (the "401(k) Plan"). At September 8, 2006, given the purchase price of $10.00 per share, there were sufficient funds in the Plan for the 401(k) Plan trustee to acquire up to 351,177 shares of common stock for the Hampden Bancorp, Inc. Stock Fund. Hampden Bancorp, Inc., the proposed holding company for Hampden Bank upon the mutual to stock conversion of Hampden Bancorp, MHC, is the issuer of the common stock. All participants in the 401(k) Plan may use their account balances to subscribe for shares of Hampden Bancorp, Inc. common stock in the offering subject to the purchase priorities set forth in the Hampden Bank Plan of Conversion (See "The Conversion—The Stock Offering" in the prospectus attached to this prospectus supplement for a discussion of the purchase priorities in the offering). The interests offered under this prospectus supplement are conditioned on the consummation of the Hampden Bancorp, MHC mutual to stock conversion and related Hampden Bancorp, Inc. stock offering.

        This prospectus supplement contains information regarding the 401(k) Plan. The attached prospectus contains information regarding the Hampden Bancorp, MHC mutual to stock conversion, the offering of Hampden Bancorp, Inc. common stock and the financial condition, results of operations and business of Hampden Bank. The address of the principal executive office of Hampden Bank is 19 Harrison Avenue, Springfield, Massachusetts 01102. The telephone number of Hampden Bank is (413) 736-1812.

Election to Purchase the Common Stock in the Offering

        In connection with the offering, the 401(k) Plan now provides an additional investment option that allows you to transfer all or part of the funds which represent your beneficial interest in the assets of the 401(k) Plan to the Hampden Bancorp, Inc. Stock Fund. If you elect to invest in the Hampden Bancorp, Inc. Stock Fund, the 401(k) Plan trustee will subscribe for the common stock offered for sale in the offering in accordance with your direction, subject to the purchase priorities discussed below. In the event the offering is oversubscribed and some or all of your funds cannot be used to purchase common stock in the offering, the 401(k) Plan trustee will return the amount not invested in common stock to the Money Market Fund in the 401(k) Plan. After the closing of the offering, you can transfer your funds that were deposited into the Money Market Fund into any other investment vehicle offered through the 401(k) Plan, including the Hampden Bancorp, Inc. Stock Fund, subject to the terms of the 401(k) Plan.

        All plan participants are eligible to direct a transfer of funds to the Hampden Bancorp, Inc. Stock Fund. However, such directions are subject to subscription rights and purchase priorities. Your order for shares in the offering will be filled based on your purchase priority in the offering. Hampden Bancorp, Inc. has granted rights to subscribe for shares of Hampden Bancorp, Inc. common stock to the following persons in the subscription offering, in descending order: (i) depositors who had accounts at Hampden Bank with aggregate balances of at least $50 as of the close of business on April 30, 2005, (ii) depositors who had accounts at Hampden Bank with aggregate balances of at least $50 as of the close of business on September 30, 2006, (iii) the tax qualified employee benefit plans of Hampden Bank (including our employee stock ownership plan) and (iv) employees, officers, directors, trustees and corporators of Hampden Bancorp, MHC and Hampden Bank who do not qualify under priorities (i) and (ii) above.

        Remaining shares of common stock (if any) may be offered to the general public in a "direct community offering" (See "The Conversion—Direct Community Offering" in the prospectus attached to this prospectus supplement for a discussion of the direct community offering). If any shares of our common stock remain unsold in the subscription offering, we will offer such shares for sale in a

S-1

community offering. Natural persons residing in the Massachusetts counties of Hampden, Berkshire and Hampshire and the Connecticut county of Hartford will have a purchase preference in any community offering. Shares also may be offered to the general public. The community offering, if any, may commence concurrently with, during or promptly after, the subscription offering. We also may offer shares of common stock not purchased in the subscription offering or the community offering through a syndicate of brokers in what is referred to as a syndicated community offering. The syndicated community offering, if necessary, would be managed by Keefe, Bruyette & Woods, Inc. and would commence as soon as practicable after the termination of the subscription offering and would be open to the general public beyond the local community. We have the right to accept or reject, in our sole discretion, any orders received in the community offering and the syndicated community offering.

        To ensure a proper allocation of stock, each eligible account holder must list on his or her stock purchase order form all deposit accounts in which he or she had an ownership interest at April 30, 2005 or September 30, 2006, as applicable. Failure to list an account, or providing incorrect information, could result in the loss of all or part of a subscriber's stock allocation. We will strive to identify your ownership in all accounts, but cannot guarantee that we will identify all accounts in which you have an ownership interest. Our interpretation of the terms and conditions of the Plan of Reorganization and of the acceptability of the stock purchase order forms will be final.

        No investor in the offering may purchase fewer than 25 shares of common stock or more than 20,000 shares of common stock.

Value of Participation Interests

        As of June 30, 2006, the market value of the assets of the 401(k) Plan totaled approximately $3.5 million. The plan administrator informed each participant of the value of his or her beneficial interest in the 401(k) Plan as of June 30, 2006. The value of plan assets represents the past contributions to the 401(k) Plan by or on behalf of the participants of the 401(k) Plan, plus or minus earnings or losses on the contributions, less previous withdrawals.

Method of Directing Transfer

        If you want to use your 401(k) Plan funds to purchase common stock in the offering, you must make a transfer of funds into the Hampden Bancorp, Inc. Stock Fund from the other investment vehicles in which your funds are invested. You must do this by completing the yellow Contribution and Investment Form included with this prospectus supplement and submitting the form to Lynn Bunce in the Hampden Bank Human Resources Department. The 401(k) Plan trustee will submit an order form on your behalf to purchase the maximum number of shares in the offering that can be purchased with the funds you transferred to the Hampden Bancorp, Inc. Stock Fund. If you do not wish to purchase shares in the offering with your 401(k) Plan funds, you do not need to complete the yellow Contribution and Investment Form included with this prospectus supplement.

Deadline for Directing Transfer in Connection with the Offering

        The deadline for submitting your instructions to Lynn Bunce in the Human Resources Department to transfer your funds to the Hampden Bancorp, Inc. Stock Fund in connection with the offering is 4:00 p.m., Massachusetts time, on                        , 2006, the date that is      days prior to the subscription deadline for the offering. Please return your completed yellow Contribution and Investment Form to Lynn Bunce in the Human Resources Department by 4:00 p.m., on                        , 2006.

The 401(k) Plan deadline is earlier than the                        , 2006 deadline for submitting stock order forms to purchase shares in the offering with funds outside of the 401(k) Plan.

S-2

Irrevocability of Transfer Direction in Connection with the Offering

        Your direction to transfer amounts credited to your account in the 401(k) Plan to the Hampden Bancorp, Inc. Stock Fund in connection with the offering cannot be changed. Pending completion of the offering, the funds you elect to transfer to the Hampden Bancorp, Inc. Stock Fund will be held in an interest-bearing account and will be transferred to the Hampden Bancorp, Inc. Stock Fund when the offering is completed.

Direction to Purchase the Common Stock After the Close of the Offering

        After the close of the offering, you may direct on a monthly basis the 401(k) Plan trustee to transfer a certain percentage (in multiples of not less than 1%) of the net value of your interests in the other investment funds in the 401(k) Plan to the Hampden Bancorp, Inc. Stock Fund. Alternatively, you may direct the 401(k) Plan trustee to transfer a certain percentage of your interest in the Hampden Bancorp, Inc. Stock Fund to any of the other investment funds in the 401(k) Plan in accordance with the terms of the 401(k) Plan. Following your initial election, you may change the allocation of your interest in the Hampden Bancorp, Inc. Stock Fund on the first day of the month by submitting an appropriate form to the plan administrator. You may obtain a form from the Human Resources Department of Hampden Bank or you can access the Savings Bank Employees Retirement Association, or SBERA, website at www.SBERA.com. Special restrictions may apply to transfers directed by those participants who are officers, directors and principal shareholders of Hampden Bancorp, Inc. or Hampden Bank, who are subject to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended.

Common Stock in the Offering will be Purchased at $10.00 Per Share

        The 401(k) Plan trustee will use the funds transferred to the Hampden Bancorp, Inc. Stock Fund to purchase shares of common stock in the offering. The trustee will pay the same price for shares of common stock as all other persons who purchase shares of the common stock in the offering. Post-conversion purchases of common stock in the Hampden Bancorp, Inc. Stock Fund will be made at prevailing market prices. These prices may be higher or lower than the current offering price of $10.00 per share of common stock.

Nature of a Participant's Interest in the Hampden Bancorp, Inc. Stock Fund

        With the other investment funds in the 401(k) Plan, the funds purchase their underlying investment every pay period. Each investment fund's unit value is updated every day based on the total value of its underlying investments and the number of units held in the fund. Distributions, withdrawals, loans and investment transfers occur without having to wait until the end of the calendar month. Loan and transfer requests are made through the SBERA Voice Response System or via the Plan trustee's website on the Internet (www.SBERA.com). However, the Hampden Bancorp, Inc. Stock Fund differs from the other investment options in the 401(k) Plan in the following ways:

•

Any of your elective deferrals that you direct into the Hampden Bancorp, Inc. Stock Fund are invested in the fund every pay period (as your deferrals are withheld from each paycheck). However, your money is invested in a money market fund and earns interest until the end of the month, at which time the cash is used to buy Hampden Bancorp, Inc. common stock.



•

The Hampden Bancorp, Inc. Stock Fund's unit values are determined only at the end of each month, based on the market value of all Hampden Bancorp, Inc. common stock the fund holds. The units you hold do not represent an equivalent number of Hampden Bancorp, Inc. common stock, but instead reflect your portion of the fund's holdings.

S-3

•

The value of your investment in the Hampden Bancorp, Inc. Stock Fund that you can obtain from the Voice Response System or via the Internet at www.SBERA.com will be based on the Hampden Bancorp, Inc. Stock Fund unit value at the close of the prior month plus your deferrals, which are being held in money market fund until the end of the month.



•

All distributions and investment transfers you make involving the Hampden Bancorp, Inc. Stock Fund will be processed at the end of the applicable month using the appropriate administrative form, which must be submitted to the Human Resources Department at least 15 days before the end of the month. Transfers into or out of the Hampden Bancorp, Inc. Stock Fund cannot be initiated in the Voice Response System or via the Internet on www.SBERA.com.



•

Withdrawals can only be drawn from your Hampden Bancorp, Inc. Stock Fund at the end of the month, unlike the other funds, which can be drawn against on any day. Therefore, withdrawals will be drawn first from the other funds, not your interest in the Hampden Bancorp, Inc. Stock Fund. Only if there is not enough money in your other funds to meet your withdrawal amount will the remainder be drawn from your interest in the Hampden Bancorp, Inc. Stock Fund at the end of the month. In that event, the entire amount of your withdrawal will not be made until after the end of the calendar quarter.



•

If you wish to borrow from your interest in the Hampden Bancorp, Inc. Stock Fund, you must first transfer an amount out of the Hampden Bancorp, Inc. Stock Fund, equal to twice the amount you wish to borrow, into one of the other investment funds. Then you can follow the usual procedures to request a loan from that investment fund. When you request from the Voice Response System or via the Internet at www.SBERA.com the amount available for loan, the amount will not include your interest in the Hampden Bancorp, Inc. Stock Fund.

Voting and Tender Rights of the Common Stock

        The plan administrator generally will exercise voting rights attributable to all of the common stock held by the Hampden Bancorp, Inc. Stock Fund. However, in the event that a significant corporate transaction is proposed to the shareholders of Hampden Bancorp, Inc., such as a tender offer, the trustees of the 401(k) Plan may pass-through to you the voting or tender rights of shares in the Hampden Bancorp, Inc. Stock Fund that represent your interest in the fund. The number of shares of the common stock held in the Hampden Bancorp, Inc. Stock Fund that the trustee votes in the affirmative and negative on each matter shall be proportionate to the number of voting instruction rights exercised by participants in the affirmative and negative, respectively. For matters not involving a tender offer, the plan administrator will direct the vote of allocated shares and participants will not have an opportunity to direct the voting of shares.

DESCRIPTION OF THE PLAN

Introduction

        Effective August 1, 1994, Hampden Bank adopted the Hampden Bank 401(k) Plan in the SBERA Common and Collective Trust. Hampden Bank intends for the 401(k) Plan to comply, in form and in operation, with all applicable provisions of the Internal Revenue Code and the Employee Retirement Income Security Act, most commonly referred to as "ERISA." Hampden Bank may amend the 401(k) Plan from time to time to ensure continued compliance with these laws. Hampden Bank may also amend the 401(k) Plan from time to time to add, modify, or eliminate certain features of the plan, as it sees fit. As a plan subject to ERISA, federal law provides you with various rights and protections as a plan participant. Although the 401(k) Plan is subject to many of the provisions of ERISA, your benefits under the plan are not guaranteed by the Pension Benefit Guaranty Corporation.

S-4

Applicable federal tax law requires the 401(k) Plan to impose substantial restrictions on your right to withdraw amounts held under the plan. Generally, withdrawals are not permitted before a participant's death, disability, attainment of age 59¹/2, termination of employment, or in the case of certain loans or in connection with a financial hardship. Federal law may also impose an excise tax on withdrawals made from the 401(k) plan prior to your attainment of age 59¹/2, regardless of whether the withdrawal occurs during your employment with Hampden Bank or after termination of employment.

        Reference to Full Text of Plan.    The following portions of this prospectus supplement summarize certain provisions of the 401(k) Plan. Hampden Bank qualifies these summaries in their entirety by the full text of the 401(k) Plan. You may obtain copies of the 401(k) Plan document by sending a request to: Plan Administrator, Attn: Thomas Forese, Jr., SBERA, 69 Cummings Park, Woburn, Massachusetts 01801. You should carefully read the full text of the 401(k) Plan document to understand your rights and obligations under the plan.

Eligibility and Participation

        Any employee of Hampden Bank age 21 or older may make deferrals into the 401(k) Plan after completion of a "year of service." Participants are also eligible to receive employer matching contributions upon the completion of a "year of service". For purposes of the 401(k) Plan, you generally complete a "year of service" when you complete 1,000 hours of service with Hampden Bank within a twelve-consecutive-month period measured from your date of hire.

        As of August 10, 2006, approximately 74 out of 81 then eligible employees had elected to participate in the 401(k) Plan.

Contributions Under the Plan

        401(k) Plan Participant Contributions.    The 401(k) Plan permits each participant to make pre-tax salary deferrals in an amount up to 75% of compensation. Participants in the 401(k) Plan may modify the amount contributed to the 401(k) Plan, effective on the first day of the month, by filing a new deferral agreement with the plan administrator at least 15 days prior to the effective date of the modification.

        Hampden Bank Contributions.    Hampden Bank has discretion under the 401(k) Plan to make matching contributions. Hampden Bank currently makes matching contributions to the 401(k) Plan equal to 25% of the first 6% of each participant's deferred compensation for the plan year. Employer matching contributions are not made on amounts in excess of 6% of a participant's deferral. Upon completion of the conversion, Hampden Bank will provide that it will contribute an amount equal to 3% of each employee's compensation for the plan year to their participation account and will make matching contributions equal to 50% of the first 2% of each participant's deferred compensation for the plan year.

Limitations on Contributions

        Limitation on Employee Salary Deferral.    Although the 401(k) Plan permits you to defer up to 75% of your compensation, by law, your total pre-tax deferrals under the 401(k) Plan for the 2006 Plan Year, together with similar plans, may not exceed $15,000, provided, however, if you are over age 50, you may contribute an additional $5,000 per year. The IRS may periodically increase these annual limitations. Contributions in excess of the limitations ("excess deferrals") will be included in an affected participant's gross income for federal income tax purposes in the year they are made. In addition, any such excess deferral will again be subject to federal income tax when distributed by the 401(k) Plan to the participant, unless the excess deferral (together with any income allocable thereto) is distributed to the participant not later than the first April 15th following the close of the taxable year in which the excess deferral is made. Any income on the excess deferral that is distributed not later than such date

S-5

shall be treated, for federal income tax purposes, as earned and received by the participant in the taxable year in which the distribution is made.

        Limitations on Annual Additions and Benefits.    Under the requirements of the Internal Revenue Code, the 401(k) Plan provides that the total amount of contributions and forfeitures (annual additions) allocated to participants under the 401(k) Plan and other defined contribution plans during any plan year may not exceed the lesser of 100% of the participant's compensation, or $44,000 (as indexed for future years for increases in the cost of living). The 401(k) Plan will also limit annual additions to the extent necessary to prevent the limitations set forth in the Internal Revenue Code for all of the qualified defined contribution plans maintained by Hampden Bank from being exceeded.

        Limitation on Plan Contributions for Highly Compensated Employees.    Special provisions of the Internal Revenue Code limit the amount of salary deferrals and matching contributions that may be made to the 401(k) Plan in any year on behalf of highly compensated employees in relation to the amount of deferrals and matching contributions made by or on behalf of all other employees eligible to participate in the 401(k) Plan. If these limitations are exceeded, the level of deferrals by highly compensated employees must be adjusted.

        In general, a Highly Compensated Employee includes any employee who (1) was a greater than five percent owner of the employer at any time during the year or preceding year; or (2) had compensation for the preceding year in excess of $95,000 and, if the employer so elects, was in the top 20% of employees by compensation for the year. The dollar amounts in the foregoing sentence are for 2006 and may be adjusted periodically by the IRS.

        Top-Heavy Plan Requirements.    If for any calendar year the 401(k) Plan is a Top-Heavy Plan, then Hampden Bank may be required to make certain minimum contributions to the Plan on behalf of non-key employees.

        In general, the 401(k) Plan will be treated as a "Top-Heavy Plan" for any calendar year if, as of the last day of the preceding calendar year, the aggregate balance of the accounts of participants who are Key Employees exceeds 60% of the aggregate balance of the accounts of all participants. Key Employees generally include any employee who, at any time during the calendar year or any of the four preceding years, is:

(1)

an officer of Hampden Bank having annual compensation in excess of $140,000 who is in an administrative or policy-making capacity,



(2)

a person who owns, directly or indirectly, more than 5% of the stock of Hampden Bancorp, Inc., or stock possessing more than 5% of the total combined voting power of all stock of Hampden Bancorp, Inc., or



(3)

a person who owns, directly or indirectly, combined voting power of all stock and more than 1% of the total stock of Hampden Bancorp, Inc. and has annual compensation in excess of $150,000.

The foregoing dollar amounts are for 2006 and may be adjusted periodically by the IRS.

Investment of Contributions

        All amounts credited to participants' accounts under the 401(k) Plan are held in trust. A trustee appointed by the Board of Directors of Hampden Bank administers the trust.

        Immediately prior to August 1, 2006, the 401(k) Plan offered the following investment choices:

        Money Market Account.    The Money Market Account seeks the maximum current income that is consistent with preservation of capital and liquidity. The Account intends to maintain a consistent net

S-6

cash value of $1.00 per share. The objective of the Account is to consistently out-perform the Lipper Average Money Market Fund.

        Equity Account.    The Equity Account seeks long-term growth of capital and income by investing in common stocks of domestic and foreign companies. The Account is managed by seven investment advisors, each with a different investment mandate.

        Bond Account.    The Bond Account aims to match the performance of the Lehman Brothers Aggregate Bond Index, the most widely recognized benchmark for US debt. The Index measures the performance of the total universe of US government and other investment-grade fixed income debt, such as corporate and international dollar-denominated bonds, mortgage-backed and asset-backed securities.

        Index 500 Account.    The Index 500 Account attempts to provide investment results that parallel the performance of the Standard & Poor's 500 Composite Stock Price Index. Given this objective, the Account is expected to provide investors with long-term growth of capital and income. The Index 500 Account is designed for investors who want a low-cost method of consistently paralleling the return of the S & P 500 Index. The Account provides investors with broad diversification and significantly less specific risk than a more concentrated portfolio.

        Large Cap Growth Account.    The objective of the account is to obtain long-term capital growth through a diversified portfolio of large cap growth equities. The account seeks to achieve a total return greater than the S&P/BARRA Growth Index while reducing the risk of significant underperformance.

        Small Cap Growth Account.    The Small Cap Growth Account's objective is capital appreciation. The Account is designed for participants willing to assume above-average risk in exchange for above-average capital potential. The Account invests primarily in common stocks of small to medium-sized companies that the Account's investment advisors believe have potential for capital appreciation significantly greater than the market average.

        International Equity Account.    The objective of the International Equity Account is to obtain long-term growth through a diversified portfolio of marketable equity securities of foreign companies. The performance objective is to outperform the Morgan Stanley Capital International EAFE (Europe, Australia, Far East) Index in U.S. dollars over a market cycle.

        Large Cap Value Account.    The investment philosophy of the Large Cap Value Account combines detailed fundamental research, bottom-up stock selections and portfolio construction, and disciplined management of portfolio volatility to achieve strong risk-adjusted returns over full market cycles. This philosophy has been in place since the account was founded in 1982.

        Small Cap Value Account.    The Small Cap Value Account philosophy reflects their belief that superior returns can be achieved, with a small capitalization universe, by combining a systematic quantitative approach with traditional fundamental analysis. Their intent is to provide incremental returns from individual security selection. Accordingly, to control risk, a portfolio is constructed whose sector weights are relatively similar to those of the Russell 2000 Index.

        LifePath Retirement.    The LifePath Retirement fund is designed for people currenlty withdrawing their money. The portfolio is intended for people already in their retirement. Although the portfolio invests in a greater concentration of lower-risk investments, such as bonds and money market instruments, it does include a small equity allocation.

        LifePath 2010.    The number, as in LifePath 2010, represents the approximate year when an investor plans to start withdrawing money. As an investor gets closer to this year, the investment

S-7

managers gradually adjust the portfolio's mix to try and maximize return for the level of risk that is appropriate for each stage of an investor's life.

        LifePath 2020.    The number, as in LifePath 2020, represents the approximate year when an investor plans to start withdrawing money. As an investor gets closer to this year, the investment managers gradually adjust the portfolio's mix to try and maximize return for the level of risk that is appropriate for each stage of an investor's life.

        LifePath 2030.    The number, as in LifePath 2030, represents the approximate year when an investor plans to start withdrawing money. As an investor gets closer to this year, the investment managers gradually adjust the portfolio's mix to try and maximize return for the level of risk that is appropriate for each stage of an investor's life.

        LifePath 2040.    The number, as in LifePath 2040, represents the approximate year when an investor plans to start withdrawing money. As an investor gets closer to this year, the investment managers gradually adjust the portfolio's mix to try and maximize return for the level of risk that is appropriate for each stage of an investor's life.

        One Year Certificate of Deposit Certificate(s) of Deposit with one year maturity.

        Three Year Certificate of Deposit Certificate(s) of Deposit with three year maturity.

        All Asset Account.    The objective of the All Asset Account is to produce returns which are 5% above the Consumer Price Index (CPI). The strategy is designed as a "fund of funds" that allocates its assets among a group of PIMCO funds. The All Asset Account rebalances among the funds as real return values shift in the market.

        SBERA Account.    The SBERA Account is designed to provide results that parallel the performance of the SBERA Defined Benefit Plan Assets. Given this objective, the Account is expected to provide investors with long-term growth of capital and income. The SBERA Account provides investors with great diversification and significantly less risk than a more concentrated portfolio.

        401(k) Plan Investment Rates of Return.    Assets in the 401(k) Plan Trust are invested in the funds noted below. The annual percentage return on these funds (net of fees) for the prior three (3) years was:

FUND NAME	2005		2004	2003
Money Market Account	2.98%		1.24%	1.05%
Equity Account	8.59%		13.80%	31.46%
Bond Account	2.43%		4.28%	4.10%
Index 500 Fund	4.92%		10.87%	28.67%
International Equity Account	12.66%		19.82%	28.71%
Small Cap Growth Account	13.66%		7.66%	44.14%
Large Cap Growth Account	7.49%		15.17%	14.70%
Large Cap Value Account	4.17%		14.43%	29.30%
Small Cap Value Account	9.21%		18.44%	39.24%
All Asset Account	2.90%	*	N/A	N/A
LifePath Retirement Account	4.63%		7.41%	6.60%	**
LifePath 2010 Account	5.58%		8.64%	8.80%	**
LifePath 2020 Account	6.94%		10.16%	11.20%	**
LifePath 2030 Account	7.89%		11.36%	12.70%	**
LifePath 2040 Account	8.72%		12.04%	14.60%	**
SBERA Investment Fund	N/A	***	N/A	N/A

*

Effective July 15, 2005

**

Effective July 1, 2003

***

Effective June 1, 2006

S-8

        Hampden Bancorp, Inc. Stock Fund.    In connection with the offering, the 401(k) Plan now offers the Hampden Bancorp, Inc. Stock Fund as an additional investment alternative. The Hampden Bancorp, Inc. Stock Fund will invest primarily in the common stock of Hampden Bancorp, Inc. Participants in the 401(k) Plan may direct the trustee to invest all or a portion of their 401(k) Plan account balance in the Hampden Bancorp, Inc. Stock Fund. Your interest in the Hampden Bancorp, Inc. Stock Fund will be credited to your 401(k) Plan account in units, just like the other funds available under the 401(k) Plan.

        On the first day of any month, you may elect (in increments of 1%) to have both past and future contributions and additions to your accounts invested in the Hampden Bancorp, Inc. Stock Fund. Your election becomes effective as of the last day of the month for which you make the election, provided you file written notice with the plan administrator at least 15 days before it is to become effective.

        As of the date of this prospectus supplement, none of the shares of common stock have been issued or are outstanding and there is no established market for the common stock of Hampden Bancorp, Inc. Accordingly, there is no record of the historical performance of the Hampden Bancorp, Inc. Stock Fund. Performance of the Hampden Bancorp, Inc. Stock Fund depends on a number of factors, including the financial condition and profitability of Hampden Bancorp, Inc. and Hampden Bank and market conditions for the common stock generally.

Investments in the Hampden Bancorp, Inc. Stock Fund may involve certain special risks in investments in the common stock of Hampden Bancorp, Inc. For a discussion of these risk factors, see "Risk Factors" in the prospectus attached to this prospectus supplement.

Benefits Under the Plan

        Vesting.    At all times, you have a fully vested, nonforfeitable interest in your accounts under the 401(k) Plan.

Withdrawals and Distributions From the 401(k) Plan

        Withdrawals Prior to Termination of Employment.    You may receive in-service distributions from the 401(k) Plan under limited circumstances in the form of hardship distributions and loans. You can apply for a loan from the 401(k) Plan through Voice Response System or via the Internet at www.SBERA.com. You cannot have more than two loans outstanding at a time. You can apply for a minimum loan of $1,000 and a maximum loan of the lesser of $50,000 or 50% of your total vested account balance. You may also be eligible for hardship withdrawals. In order to qualify for a hardship withdrawal, you must have an immediate and substantial need to meet certain expenses and have no other reasonably available resources to meet the financial need. If you qualify for a hardship distribution, the trustee will make the distribution pro rata from the investment funds in which you have invested your account balances. Hardship withdrawals may not be paid back to the 401(k) Plan.

        Distribution Upon Retirement or Disability.    Participants shall receive benefits as soon as administratively feasible following the close of a valuation period during which the distribution is requested. Distributions are payable to participants in a lump sum or installments, at the participant's election.

        Distribution Upon Death.    If you die prior to your benefits being paid from the 401(k) Plan, your benefits will be paid to your surviving spouse or beneficiary under one or more of the forms available under the 401(k) Plan.

        Distribution Upon Termination for Any Other Reason.    If you terminate employment for any reason other than retirement, disability or death and your account balance exceeds $1,000, the trustee will make your distribution on your normal retirement date, unless you request otherwise. If your account

S-9

balance does not exceed $1,000, the trustee will generally distribute your benefits to you as soon as administratively practicable following your termination of employment.

        Nonalienation of Benefits.    Except with respect to federal income tax withholding and as provided with respect to a qualified domestic relations order, benefits payable under the 401(k) Plan shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, charge, garnishment, execution, or levy of any kind, either voluntary or involuntary, and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, charge or otherwise dispose of any rights to benefits payable under the 401(k) Plan shall be void.

Applicable federal tax law requires the 401(k) Plan to impose substantial restrictions on your right to withdraw amounts held under the plan before your termination of employment with Hampden Bank or its affiliates. Federal law may also impose an excise tax on withdrawals from the 401(k) Plan before you attain 59¹/2 years of age, regardless of whether the withdrawal occurs during your employment with Hampden Bank or its affiliates or after your termination of employment.

Administration of the Plan

        Trustees.    The board of directors of Hampden Bank has appointed SBERA as trustee of the Hampden Bancorp, Inc. Stock Fund. The trustee with respect to the 401(k) Plan is the named fiduciary of the 401(k) Plan for purposes of ERISA.

        The trustee receives, holds and invests the contributions to the 401(k) Plan in trust and distributes them to participants and beneficiaries in accordance with the terms of the plan and the directions of the plan administrator. The trustee is responsible for investment of the assets of the trust.

Reports to Plan Participants

        The plan administrator will furnish you a statement at least quarterly showing (i) the balance in your account as of the end of that period, (ii) the amount of contributions allocated to your account for that period, and (iii) the adjustments to your account to reflect earnings or losses (if any).

Plan Administrator

        Currently, the plan administrator of the 401(k) Plan is Thomas Forese, Jr., SBERA, 69 Cummings Park, Woburn, Massachusetts 01801, (781) 938-6559. The plan administrator is responsible for the administration of the 401(k) Plan, interpretation of the provisions of the plan, prescribing procedures for filing applications for benefits, preparation and distribution of information explaining the plan, maintenance of plan records, books of account and all other data necessary for the proper administration of the plan, and preparation and filing of all returns and reports relating to the plan which are required to be filed with the U.S. Department of Labor and the Internal Revenue Service, and for all disclosures required to be made to participants, beneficiaries and others under ERISA.

Amendment and Termination

        Hampden Bank intends to continue the 401(k) Plan indefinitely. Nevertheless, Hampden Bank may terminate the 401(k) Plan at any time. If Hampden Bank terminates the 401(k) Plan in whole or in part, then regardless of other provisions in the plan, all participants affected by such termination shall become fully vested in their accounts. Hampden Bank reserves the right to make, from time to time, any amendment or amendments to the 401(k) Plan which do not cause any part of the trust to be used for, or diverted to, any purpose other than the exclusive benefit of participants or their beneficiaries; provided, however, that Hampden Bank may amend the plan as it determines necessary or desirable, with or without retroactive effect, to comply with ERISA or the Internal Revenue Code.

S-10

Merger, Consolidation or Transfer

        In the event of the merger or consolidation of the 401(k) Plan with another plan, or the transfer of the trust assets to another plan, the plan requires that you would (if either the plan or the other plan then terminated) receive a benefit immediately after the merger, consolidation or transfer which is equal to or greater than the benefit you would have been entitled to receive immediately before the merger, consolidation or transfer (if the plan had then terminated).

Federal Income Tax Consequences

        The following is only a brief summary of the material federal income tax aspects of the 401(k) Plan. You should not rely on this survey as a complete or definitive description of the material federal income tax consequences relating to the 401(k) Plan. Statutory provisions change, as do their interpretations, and their application may vary in individual circumstances. Finally, the consequences under applicable state and local income tax laws may not be the same as under the federal income tax laws. You are urged to consult your tax advisor with respect to any distribution from the 401(k) Plan and transactions involving the 401(k) Plan.

        As a "qualified retirement plan," the Code affords the 401(k) Plan special tax treatment, including:

(1)

The sponsoring employer is allowed an immediate tax deduction for the amount contributed to the plan each year;



(2)

participants pay no current income tax on amounts contributed by the employer on their behalf; and



(3)

earnings of the plan are tax-deferred, thereby permitting the tax-free accumulation of income and gains on investments.

        Hampden Bank will administer the 401(k) Plan to comply in operation with the requirements of the Internal Revenue Code as of the applicable effective date of any change in the law. If Hampden Bank receives an adverse determination letter regarding its tax exempt status from the Internal Revenue Service, all participants would generally recognize income equal to their vested interest in the plan, the participants would not be permitted to transfer amounts distributed from the 401(k) Plan to an Individual Retirement Account or to another qualified retirement plan, and Hampden Bank may be denied certain deductions taken with respect to the 401(k) Plan.

        Lump Sum Distribution.    A distribution from the 401(k) Plan to a participant or the beneficiary of a participant will qualify as a lump sum distribution if it is made within one taxable year, on account of the participant's death, disability or separation from service, or after the participant attains age 59¹/2; and consists of the balance credited to the participant under this plan and all other profit sharing plans, if any, maintained by Hampden Bank. The portion of any lump sum distribution required to be included in your taxable income for federal income tax purposes consists of the entire amount of the lump sum distribution less the amount of after-tax contributions, if any, you have made to any other profit sharing plans maintained by Hampden Bank which is included in the distribution.

        Hampden Bancorp, Inc. Common Stock Included in Lump Sum Distribution.    If a lump sum distribution includes Hampden Bancorp, Inc. common stock, the distribution generally will be taxed in the manner described above, except that the total taxable amount will be reduced by the amount of any net unrealized appreciation with respect to Hampden Bancorp, Inc. common stock, that is, the excess of the value of Hampden Bancorp, Inc. common stock at the time of the distribution over its cost or other basis of the securities to the trust. The tax basis of Hampden Bancorp, Inc. common stock for purposes of computing gain or loss on its subsequent sale equals the value of Hampden Bancorp, Inc. common stock at the time of distribution, less the amount of net unrealized appreciation. Any gain on a subsequent sale or other taxable disposition of Hampden Bancorp, Inc. common stock, to the extent

S-11

of the amount of net unrealized appreciation at the time of distribution, will constitute long-term capital gain regardless of how long the Hampden Bancorp, Inc. common stock, is held, or the "holding period." Any gain on a subsequent sale or other taxable disposition of Hampden Bancorp, Inc. common stock in excess of the amount of net unrealized appreciation at the time of distribution will be considered long-term capital gain regardless of the holding period of Hampden Bancorp, Inc. common stock. Any gain on a subsequent sale or other taxable disposition of Hampden Bancorp, Inc. common stock in excess of the amount of net unrealized appreciation at the time of distribution will be considered either short-term or long-term capital gain, depending upon the length of the holding period of Hampden Bancorp, Inc. common stock. The recipient of a distribution may elect to include the amount of any net unrealized appreciation in the total taxable amount of the distribution, to the extent allowed by the regulations to be issued by the IRS.

        Distributions: Rollovers and Direct Transfers to Another Qualified Plan or to an IRA.    You may roll over virtually all distributions from the 401(k) Plan to another qualified retirement plan or to an individual retirement account.

We have provided you with a brief description of the material federal income tax aspects of the 401(k) Plan which are of general application under the Internal Revenue Code. It is not intended to be a complete or definitive description of the federal income tax consequences of participating in or receiving distributions from the 401(k) Plan. Accordingly, you are urged to consult a tax advisor concerning the federal, state and local tax consequences of participating in and receiving distributions from the 401(k) Plan.

Restrictions on Resale

        There are restrictions on resale of shares of Hampden Bancorp, Inc. common stock applicable to persons who may be "affiliates" of Hampden Bancorp, Inc., including any person receiving a distribution of shares of common stock under the 401(k) Plan who is an "affiliate" of Hampden Bancorp under Rules 144 and 405 under the Securities Act of 1933, as amended. An "affiliate" of Hampden Bancorp, Inc. is someone who directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control, with Hampden Bancorp, Inc. Normally, a director, principal officer or major shareholder of a corporation may be deemed to be an "affiliate" of that corporation. A person who may be deemed an "affiliate" of Hampden Bancorp, Inc. at the time of a proposed resale will be permitted to make public resales of the common stock only under a "reoffer" prospectus or in accordance with the restrictions and conditions contained in Rule 144 under the Securities Act of 1933, as amended, or some other exemption from registration, and will not be permitted to use this prospectus in connection with any such resale. In general, the amount of the common stock which any such affiliate may publicly resell under Rule 144 in any three-month period may not exceed the greater of one percent of Hampden Bancorp, Inc. common stock then outstanding or the average weekly trading volume reported on the Nasdaq Global Market during the four calendar weeks before the sale. Such sales may be made only through brokers without solicitation and only at a time when Hampden Bancorp, Inc. is current in filing the reports required of it under the Securities Exchange Act of 1934, as amended.

Any person who may be an "affiliate" of Hampden Bank may wish to consult with counsel before transferring any common stock they own. In addition, participants are advised to consult with counsel as to the applicability of Section 16 of the Securities Exchange Act of 1934, as amended, which may restrict the sale of Hampden Bancorp, Inc. common stock acquired under the plan, or other sales of Hampden Bancorp, Inc. common stock.

        Persons who are not deemed to be "affiliates" of Hampden Bancorp, Inc. at the time of resale will be free to resell any shares of Hampden Bancorp, Inc. common stock distributed to them under the Plan, either publicly or privately, without regard to the registration and prospectus delivery

S-12

requirements of the Securities Act of 1933, as amended, or compliance with the restrictions and conditions contained in the exemptive rules under federal law.

SEC Reporting and Short-Swing Profit Liability

        Section 16 of the Securities Exchange Act of 1934, as amended, imposes reporting and liability requirements on officers, directors and persons beneficially owning more than ten percent of public companies such as Hampden Bancorp, Inc. Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the filing of reports of beneficial ownership. Within ten days of becoming a person required to file reports under Section 16(a), a Form 3 reporting initial beneficial ownership must be filed with the Securities and Exchange Commission, or the SEC. Certain changes in beneficial ownership involving allocation or reallocation of assets held in your 401(k) Plan account must be reported periodically, either on a Form 4 within two days after a transaction, or annually on a Form 5 within 45 days after the close of a company's fiscal year.

        In addition to the reporting requirements described above, Section 16(b) of the Securities Exchange Act of 1934, as amended, or Section 16(b), provides for the recovery by Hampden Bancorp, Inc. of profits realized by any officer, director or any person beneficially owning more than ten percent of the common stock resulting from the purchase and sale or sale and purchase of the common stock within any six-month period.

        The SEC has adopted rules that exempt many transactions involving the Plan from the "short-swing" profit recovery provisions of Section 16(b). The exemptions generally involve restrictions upon the timing of elections to buy or sell employer securities for the accounts of any officer, director or any person beneficially owning more than ten percent of the common stock.

        Except for distributions of the common stock due to death, disability, retirement, termination of employment or under a qualified domestic relations order, persons who are governed by Section 16(b) may, under limited circumstances involving the purchase of common stock within six months of the distribution, be required to hold shares of the common stock distributed from the 401(k) Plan for six months following the distribution date.

LEGAL OPINION

        The validity of the issuance of the common stock will be passed upon by Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Boston, Massachusetts. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. has acted as special counsel for Hampden Bancorp, Inc. in connection with the mutual to stock conversion of Hampden Bancorp, MHC and the related Hampden Bancorp, Inc. initial public offering.

S-13

Hampden Bank
401(k) Plan
Contribution and Investment Form
(For use only during the Hampden Bancorp, Inc. Stock Offering)

Name of Plan Participant:

Social Security Number:

1.     Instructions. In connection with the proposed Hampden Bancorp, Inc. initial public offering, participants in the Hampden Bank 401(k) Plan may direct the 401(k) Plan trustee to invest all or a portion of their 401(k) Plan account balances into a new fund: the Hampden Bancorp, Inc. Stock Fund (the "Employer Stock Fund"). The dollar amount transferred at the direction of each Participant into the Employer Stock Fund will be used to purchase shares of Hampden Bancorp, Inc. common stock (the "Common Stock") at $10.00 per share. All 401(k) Plan participants should review the Prospectus and Prospectus Supplement before making any decisions to use their retirement funds to invest in Hampden Bancorp, Inc. common stock.

To direct the transfer of all or a part of your 401(k) Plan funds to the Employer Stock Fund, you must complete and submit this form to Lynn Bunce in the Human Resources Department by 4:00 p.m., Massachusetts time, on                        , 2006. Human Resources will retain a copy of this form and return a copy to you for your records. If you need any assistance in completing this form, please contact Lynn Bunce in the Human Resources Department. If you do not complete and return this form to Lynn Bunce in the Human Resources Department by 4:00 p.m., Massachusetts time, on                        , 2006, the funds credited to your accounts under the 401(k) Plan will continue to be invested in accordance with your prior investment direction, or in accordance with the terms of the 401(k) Plan if no investment direction has been provided. If there is not enough Common Stock in the offering to fill all subscriptions, the Common Stock will be apportioned and the 401(k) Plan trustee may not be able to purchase any or all of the Common Stock you requested. In such case, the 401(k) Plan trustee will return the amount not invested in Common Stock to the Money Market Fund in the 401(k) Plan. After the closing of the offering, you can transfer your funds that were deposited into the Money Market Fund into any other investment vehicle offered through the 401(k) Plan, including the Hampden Bancorp, Inc. Stock Fund, subject to the terms of the 401(k) Plan.

        Investing in common stock entails some risks, and we encourage you to discuss this investment decision with your spouse and investment advisor. The 401(k) Plan trustee and the Plan Administrator are not authorized to make any representations about this investment other than what appears in the Prospectus and the Prospectus Supplement, and you should not rely on any information other than what is contained in the Prospectus and the Prospectus Supplement. For a discussion of certain factors that should be considered by each 401(k) Plan participant as to an investment in the common stock, see "Risk Factors" beginning on page 23 of the Prospectus. Any shares purchased by the 401(k) Plan pursuant to your election will be subject to the conditions or restrictions otherwise applicable to common stock, as discussed in the Prospectus and the Prospectus Supplement.

2.     Purchaser Information. Your ability to purchase Common Stock and to direct your 401(k) Plan funds into the Employer Stock Fund is based upon your purchase priority. Please indicate the EARLIEST date that applies to you in categories 1 through 3 OR if you are not eligible for categories 1 through 3, check box 4.

o	1.	Check this box if you are a depositor who had accounts at Hampden Bank with aggregate balances of at least $50 as of the close of business on April 30, 2005.
o	2.	Check this box if you are a depositor who had accounts at Hampden Bank with aggregate balances of at least $50 as of the close of business on September 30, 2006.
o	3.	Check this box if you are a Hampden Bank employee, officer, trustee or corporator who does not have a higher priority right.

o
4.
Check this box if you are not eligible for purchase priorities 1-3. In the event that all shares of common stock are not sold in the subscription offering and Hampden Bancorp, Inc. elects to offer shares of Common Stock for sale to the general public in a "direct community offering" you may be able to satisfy your investment request in the direct community offering. Natural persons who are residents of the Massachusetts counties of Hampden, Berkshire and Hampshire and the Connecticut county of Hartford will have the first preference to purchase shares in the direct community offering.

3.     Investment Directions. I hereby authorize the Plan Administrator to direct the 401(k) Plan Trustee to invest $                        of my account balance in the 401(k) Plan into the Employer Stock Fund. I understand that the trustee will deduct proportionally from all my investments in the 401(k) Plan in order to accommodate my request. I understand my election is irrevocable. I also understand that the purchase price for the shares of Common Stock in the offering is $10.00 per share, therefore the dollar amount I elect to be invested in the Employer Stock Fund must be divisible by 10.

If there are insufficient funds in my 401(k) Plan account to execute my investment directions, I understand that the trustee will use the funds that are available and divisible by 10 to execute that portion of my investment directions that can be satisfied.

4.     Acknowledgment of Participant. I understand that this Contribution and Investment Form shall be subject to all of the terms and conditions of the 401(k) Plan. I acknowledge that I have received a copy of the Prospectus and the attached Prospectus Supplement. I understand that by signing this Contribution and Investment Form, I am not waiving any rights under the federal securities laws, including the Securities Act of 1933 and the Securities Exchange Act of 1934.

Signature of Participant	Date
Minimum Purchase in the Offering	25 Shares
Maximum Purchase in the Offering	20,000 Shares

Acknowledgment of Receipt by Human Resources. This Contribution and Investment Form was received by the Human Resources Department and will become effective on the date noted below.

By:
	Date

THE PARTICIPATION INTERESTS REPRESENTED BY THE COMMON STOCK OFFERED HEREBY ARE NOT DEPOSIT ACCOUNTS AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY AND ARE NOT GUARANTEED BY HAMPDEN BANCORP, INC. OR HAMPDEN BANK. THE COMMON STOCK IS SUBJECT TO INVESTMENT RISK, INCLUDING THE POSSIBLE LOSS OF THE PRINCIPAL INVESTED.

Applicable federal tax law requires the 401(k) Plan to impose substantial restrictions on your right to withdraw amounts held under the Plan before your termination of employment with Hampden Bank or its affiliates. Federal law may also impose an excise tax on withdrawals from the 401(k) Plan before you attain 59¹/2 years of age, regardless of whether the withdrawal occurs during your employment with Hampden Bank or its affiliates or after your termination of employment.

PROSPECTUS

Hampden Bancorp, Inc.

(Proposed Holding Company for Hampden Bank)
Up to 6,583,750 Shares of Common Stock

        This prospectus describes the initial public offering of shares of common stock, par value $0.01, of Hampden Bancorp, Inc., a Delaware corporation recently formed in connection with the conversion of Hampden Bancorp, MHC from the mutual to the stock form of organization. Hampden Bancorp, MHC, a Massachusetts-chartered mutual holding company, owns all of the outstanding stock of Hampden Bank, a Massachusetts-chartered savings bank. Hampden Bancorp, MHC will cease to exist as a result of the conversion, and Hampden Bancorp, Inc. will own all of the common stock of Hampden Bank. We intend to have our common stock quoted on the Nasdaq Global Market under the symbol "HBNK."

        We are offering up to 6,583,750 shares of common stock for sale on a best efforts basis, subject to certain conditions. If, as a result of regulatory considerations, demand for the shares or changes in market conditions, the independent appraiser determines our market value has increased, we may sell up to 7,571,313 shares without giving you further notice or the opportunity to change or cancel your order. As part of the conversion, we intend to contribute to the Hampden Bank Charitable Foundation a number of shares equal to 5.0% of the shares sold in the offering. We must sell a minimum of 4,866,250 shares to complete the offering. The contribution of the common stock to the Hampden Bank Charitable Foundation will not be considered in determining whether the minimum number of shares of common stock have been sold in the offering. The offering is expected to terminate at 11:00 a.m., Eastern time, on                        , 2006. We may extend this termination date without notice to you until                        , 2006. The Massachusetts Commissioner of Banks may allow for further extensions, together which may not extend beyond                        , 2007.

        Keefe, Bruyette & Woods, Inc. will use its best efforts to assist us in our selling efforts, but is not required to purchase any of the common stock that is offered for sale. Purchasers will not pay a commission to purchase shares of common stock in the offering.

        All shares offered for sale are offered at a price of $10.00 per share. The minimum purchase is 25 shares. Once submitted, orders are irrevocable unless the offering is terminated, extended beyond                        , 2006 or the number of shares of common stock to be sold is increased to more than 7,571,313 shares or decreased to less than 4,866,250 shares. If the offering is extended beyond                        , 2006, subscribers will have the right to increase, decrease, cancel or maintain their purchase orders. Funds received before completion of the offering will be held in an escrow account at Hampden Bank and will earn interest at our passbook savings rate. If we terminate the offering, we will promptly return your funds with interest at our passbook savings rate.

        We expect our directors and executive officers, together with their associates, to subscribe for 178,100 shares, which equals 2.7% of the shares offered for sale at the maximum of the offering range.

This investment involves a degree of risk, including the possible loss of principal.

Please read "Risk Factors" beginning on page 23.

OFFERING SUMMARY
Price Per Share: $10.00

	Minimum		Maximum		15% Above Maximum
Number of Shares		4,866,250		6,583,750		7,571,313
Gross offering proceeds	$	48,662,500	$	65,837,500	$	75,713,125
Estimated offering expenses (excluding selling agent fees and expenses)	$	1,117,060	$	1,117,060	$	1,117,060
Estimated selling agent fees and expenses(1)	$	443,789	$	601,112	$	691,572
Estimated net proceeds	$	47,101,652	$	64,119,328	$	73,904,493
Estimated net proceeds per share	$	9.68	$	9.74	$	9.76

(1)

See "The Conversion—Plan of Distribution and Marketing Arrangements" for a discussion of Keefe, Bruyette & Woods, Inc.'s compensation for this offering.

THE SECURITIES OFFERED ARE NOT DEPOSITS OR SAVINGS ACCOUNTS AND ARE NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, ANY OTHER GOVERNMENT AGENCY OR THE DEPOSITORS INSURANCE FUND.

NONE OF THE SECURITIES AND EXCHANGE COMMISSION, THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE MASSACHUSETTS COMMISSIONER OF BANKS, NOR ANY OTHER STATE OR FEDERAL AGENCY OR ANY STATE SECURITIES REGULATOR HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Keefe, Bruyette & Woods

        For information on how to subscribe, please call the Stock Information Center at (413) 452-5138.

The date of this prospectus is                        , 2006

TABLE OF CONTENTS

SUMMARY	1
RISK FACTORS	23
A WARNING ABOUT FORWARD-LOOKING STATEMENTS	30
SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA	32
USE OF PROCEEDS	34
OUR DIVIDEND POLICY	35
MARKET FOR THE COMMON STOCK	36
CAPITALIZATION	37
REGULATORY CAPITAL COMPLIANCE	39
PRO FORMA DATA	41
COMPARISON OF INDEPENDENT VALUATION AND PRO FORMA FINANCIAL INFORMATION WITH AND WITHOUT THE FOUNDATION	46
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	48
OUR BUSINESS	61
OUR MANAGEMENT	82
SUBSCRIPTIONS BY EXECUTIVE OFFICERS AND TRUSTEES	93
REGULATION AND SUPERVISION	93
FEDERAL AND STATE TAXATION	105
THE CONVERSION	106
HAMPDEN BANK CHARITABLE FOUNDATION	124
RESTRICTIONS ON ACQUISITION OF HAMPDEN BANCORP AND HAMPDEN BANK	127
DESCRIPTION OF HAMPDEN BANCORP CAPITAL STOCK	136
TRANSFER AGENT AND REGISTRAR	137
REGISTRATION REQUIREMENTS	138
LEGAL AND TAX OPINIONS	138
EXPERTS	138
WHERE YOU CAN FIND MORE INFORMATION	138
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS	F-1

i

Summary

This summary highlights selected information from this document and may not contain all the information that is important to you. To understand the conversion and the offering more fully and for further information, you should read this entire document carefully, including the consolidated financial statements of Hampden Bancorp, MHC and the notes thereto included elsewhere in this prospectus. For assistance, please contact our Stock Information Center at (413) 452-5138.

        Upon the completion of the conversion, Hampden Bancorp, MHC will merge out of existence, and all of the outstanding shares of Hampden Bank will be issued to Hampden Bancorp, Inc. The historical consolidated financial statements and other historical information included in this prospectus are those of Hampden Bancorp, MHC, Hampden Bank and the wholly-owned subsidiaries of Hampden Bank and the predecessors of these entities. The pro forma consolidated financial data included herein and any discussion of our business after the conversion assume that the conversion has occurred and that Hampden Bancorp, Inc. is the holding company of Hampden Bank. Unless otherwise specified or the context otherwise requires, the use of terms "we," "our" and "us" when referring to time periods up to the conversion refer to Hampden Bancorp, MHC, its consolidated subsidiary, Hampden Bank, and/or their predecessors. The use of such terms when referring to time periods after the conversion refer to Hampden Bancorp, Inc. and its consolidated subsidiary. The term Hampden Bancorp refers to Hampden Bancorp, Inc.

The Companies
Hampden Bancorp, Inc. 19 Harrison Avenue Springfield, Massachusetts (413) 736-1812	This offering is made by Hampden Bancorp, Inc. Hampden Bancorp, Inc. is a new Delaware corporation we recently formed to be the stock holding company for Hampden Bank. Hampden Bancorp, Inc. has not engaged in any business to date. Hampden Bancorp, Inc. will replace Hampden Bancorp, MHC as the holder of the stock of Hampden Bank. After the conversion of Hampden Bancorp, MHC into a stock corporation, Hampden Bancorp, Inc. will own all of Hampden Bank's capital stock and will direct, plan and coordinate Hampden Bank's business activities. In the future, Hampden Bancorp, Inc. might also acquire or organize other operating subsidiaries, including other financial institutions or financial services companies, although it currently has no specific plans or agreements to do so.
Hampden Bank 19 Harrison Avenue Springfield, Massachusetts (413) 736-1812	Hampden Bank is a community-oriented financial institution dedicated to serving the financial services needs of consumers and businesses within its market area. Hampden Bank is the only local bank headquartered in Springfield, Massachusetts. Hampden Bank is subject to extensive regulation, examination and supervision by the Massachusetts Commissioner of Banks and the Federal Deposit Insurance Corporation, or the FDIC. We attract deposits from the general public and use such funds to originate primarily one- to four-family residential

1

	real estate loans, commercial real estate loans and commercial loans. To a lesser extent, we originate multi-family loans, construction loans and consumer loans. At June 30, 2006, we operated out of our main office and six offices in Springfield, Agawam, Longmeadow, West Springfield and Wilbraham, Massachusetts. At June 30, 2006, we had total assets of $468.8 million, deposits of $322.7 million and retained earnings of $31.3 million.
Our Operating Strategy	Our mission is to operate and grow a profitable community-oriented and independent financial institution serving primarily retail customers and small to medium size businesses in our market area. After the conversion, we plan to continue our strategy of:
	•	supporting future lending and operational growth, including continuing to increase our commercial lending and deposit relationships in our market area;
	•	supporting future branching activities and/or the acquisition of other financial institutions or financial services companies or their assets;
	•	increasing our deposit market share in our market area;
	•	improving our operating efficiency; and
	•	applying disciplined underwriting practices to maintain the high quality of our loan portfolio.
The Conversion
Description of the Conversion (page 106)	Currently, Hampden Bancorp, MHC is a Massachusetts chartered mutual holding company with no stockholders. The board of trustees of Hampden Bancorp, MHC approved the plan of conversion and the establishment of the charitable foundation on July 25, 2006. The board of corporators of Hampden Bancorp, MHC currently has the right to vote on certain matters such as the election of trustees and this conversion. At a special meeting of corporators held on            , 2006, the board of corporators of Hampden Bancorp, MHC approved the plan of conversion and establishment of the charitable foundation. Hampden Bancorp, MHC owns all of the outstanding stock of Hampden Bank, a Massachusetts chartered savings bank.
	The mutual-to-stock conversion that we are now undertaking involves a series of transactions by

2

	which we will convert our organization from the mutual form of organization to the public stock holding company form of organization. In the public stock holding company structure, Hampden Bank will become a wholly-owned subsidiary of a Delaware corporation known as Hampden Bancorp, Inc. All of the outstanding common stock of Hampden Bancorp, Inc. will be owned by the public, including our employee stock ownership plan and by Hampden Bank Charitable Foundation.
	After the conversion, our ownership structure will be as follows:
	Our normal business operations will continue without interruption during the conversion. The same trustees who adopted the plan of conversion and who continue to be trustees of Hampden Bancorp, MHC at the time of the conversion will serve Hampden Bancorp, Inc. and Hampden Bank as directors after the conversion. The initial executive officers of Hampden Bancorp, Inc. and Hampden Bank will be persons who are currently executive officers of Hampden Bancorp, MHC and Hampden Bank.
	The corporators of Hampden Bancorp, MHC will cease to exist upon consummation of the conversion of Hampden Bancorp, MHC, but we expect that the former corporators of Hampden Bancorp, MHC (other than such persons who are members of the board of trustees of Hampden Bancorp, MHC) will serve as an advisory board to Hampden Bank.

3

The Offering
Purchase Price	The purchase price is $10.00 per share, with no commission charged for purchases during the offering.
Number of Shares to be Sold	We are offering for sale between 4,866,250 and 6,583,750 shares of Hampden Bancorp common stock in this conversion. With regulatory approval, we may increase the number of shares to be sold to 7,571,313 shares without giving you further notice or the opportunity to change or cancel your order. The Massachusetts Commissioner of Banks will consider the level of subscriptions, the views of our independent appraiser, our financial condition and results of operations and changes in market conditions in connection with a request to increase the offering size.
How We Determined the Offering Range (page 110)	We decided to offer between 4,866,250 and 6,583,750 shares, which is our offering range, based on an independent appraisal of our pro forma market value prepared by RP Financial, LC., an appraisal firm experienced in appraisals of financial institutions. RP Financial will receive fees totaling $35,000 for its appraisal services, plus $3,500 for each appraisal valuation update, and reimbursement of out-of-pocket expenses. RP Financial estimates that as of September 1, 2006, our offering range was between $48,662,500 and $65,837,500, with a midpoint of $57,250,000, and that our pro forma market value was between $51,095,630 and $69,129,380, with a midpoint of $60,112,500, inclusive of shares issued to the charitable foundation.
	In preparing its appraisal, RP Financial considered the information in this prospectus, including our financial statements. RP Financial also considered the following factors, among others:
	•	our historical, present and projected operating results and financial condition and the economic and demographic characteristics of our market areas;
	•	a comparative evaluation of the operating and financial statistics of Hampden Bank with those of other similarly-situated publicly traded bank and thrift holding companies;
	•	the effect of the capital raised in this offering on our net worth and earnings potential;

4

•	the trading market for securities of comparable institutions and general conditions in the market for such securities; and
•	our intention to make a contribution to the Hampden Bank Charitable Foundation of a number of shares of Hampden Bancorp, Inc.'s common stock equal to 5.0% of the shares sold in the offering.
The following table shows the number of shares that will be sold in the offering and contributed to the charitable foundation, based on the estimated valuation range and the $10.00 per share purchase price.

		At Minimum of Offering Range	At Maximum of Offering Range	Percent of Shares Outstanding
Shares sold in the offering		4,866,250	6,583,750	95.24	%
Shares contributed to the charitable foundation		243,313	329,188	4.76	%
	Total	5,109,563	6,912,938	100.00	%

Consistent with regulatory appraisal guidelines, the appraisal applied three primary methodologies to estimate the pro forma market value of our common stock: the pro forma price-to-book value approach applied to both reported book value and tangible book value; the pro forma price-to-earnings approach applied to reported and core earnings; and the pro forma price-to-assets approach. The market value ratios applied in the three methodologies were based upon the current market valuations of a peer group of companies considered by RP Financial to be comparable to us, subject to valuation adjustments applied by RP Financial to account for differences between Hampden Bancorp and the peer group. The peer group analysis conducted by RP Financial included a total of 11 publicly-traded financial institutions based in the Northeast United States that RP Financial considered as comparable to us. RP Financial placed the greatest emphasis on the price-to-earnings and price-to-book approaches in estimating pro forma market value.

RP Financial's valuation also utilized certain assumptions as to our pro forma earnings after the offering. These assumptions included estimated expenses, an assumed after-tax rate of return on the net offering proceeds, purchase of 8% of the common stock issued in the offering by the employee stock ownership plan and post-offering

5

purchases in the open market of 4% of the common stock issued in the offering by a stock incentive plan to be adopted no sooner than six months following completion of the offering. See "Pro Forma Data" for additional information concerning these assumptions. The use of different assumptions may yield different results.

The following table presents a summary of selected pricing ratios for the peer group companies and the pricing ratios for us, utilized by RP Financial in its appraisal. Our ratios are based on net income for the twelve months ended June 30, 2006 and book value as of June 30, 2006.

		Pro Forma Price-to- Earnings Multiple	Pro Forma Price-to- Book Value Ratio
Hampden Bancorp, Inc.
	Minimum	32.37×	69.90	%
	Maximum	38.64	78.33
Peer group companies as of September 1, 2006:
	Average	19.94×	138.38	%
	Median	18.34×	136.47

	Compared to the average pricing ratios of the peer group, at the maximum of the offering range, our stock would be priced at a premium of 93.8% to the peer group on a price-to-earnings basis and a discount of 43.4% to the peer group on a price-to-book basis. This means that, at the maximum of the offering range, a share of our common stock would be more expensive than the peer group on an earnings per share basis and less expensive than the peer group on a book value per share basis.
	The independent appraisal does not indicate market value. You should not assume or expect that the valuation described above means that our common stock will trade at or above the $10.00 purchase price after the conversion.
Possible Change in Offering Range (page 112)	RP Financial will update its appraisal before we complete the stock offering. If, as a result of regulatory considerations, demand for the shares or changes in market conditions, RP Financial determines that our pro forma market value has increased, we may sell up to 7,571,313 shares without further notice to you. If the pro forma offering range at the time the appraisal is updated is either below $48,662,500 or above $75,713,130, then, after consulting with the Massachusetts Commissioner of Banks, we may either: terminate

6

the stock offering and promptly return all funds; set a new offering range and give all subscribers the opportunity to increase, decrease, cancel or maintain their purchase orders for shares of Hampden Bancorp, Inc. common stock; or take such other actions as may be permitted by the Massachusetts Commissioner of Banks and the Securities and Exchange Commission. If we set a new offering range and we do not receive an affirmative response from an investor within a designated resolicitation period, we will return all funds promptly to the investor with interest at our passbook savings rate and cancel any deposit withdrawal authorizations.

After-Market Performance of Mutual-to-Stock Conversions

The following table provides information regarding the after-market performance of various mutual-to-stock conversions completed from January 1, 2005 through September 1, 2006.

			Appreciation From Initial Offering Price
Issuer (Market/Symbol)		Date of IPO	After 1 Day		After 1 Week		After 1 Month		Through 09/01/06
Chicopee Bancorp, Inc. (Nasdaq: CBNK)		07/20/06	44.6	%	42.5	%	45.2	%	46.1	%
Newport Bancorp, Inc. (Nasdaq: NFSB)		07/07/06	28.0		28.8		31.0		36.2
Legacy Bancorp, Inc. (Nasdaq: LEGC)		10/26/05	30.3		34.0		32.0		50.4
BankFinancial Corp. (Nasdaq: BFIN)		06/24/05	36.0		34.0		36.0		74.7
Benjamin Franklin Bancorp, Inc. (Nasdaq: BFBC)		04/05/05	0.6		3.9		2.5		40.7
OC Financial Inc. (OTCBB: OCFL)		04/01/05	20.0		8.0		10.0		10.0
Royal Financial Inc. (OTCBB: RYFL)		01/21/05	16.0		26.0		25.4		51.0
	Average		25.1		25.3		26.0		44.2
	Median		28.0		28.8		31.0		46.1

This table is not intended to be indicative of how our stock may perform. Furthermore, this table presents only short-term price performance with respect to companies that only recently completed their initial public offerings and may not be indicative of the longer-term stock price performance of these companies.

Stock price appreciation is affected by many factors, including, but not limited to: general market and economic conditions; the interest rate environment; the amount of proceeds a company raises in its offering; and numerous factors relating to the specific company, including the experience and ability of management, historical and anticipated operating results, the nature and quality of the

7

	company's assets, and the company's market area. The companies listed in the table above may not be similar to Hampden Bancorp, the pricing ratios for their stock offerings may be different from the pricing ratios for Hampden Bancorp, Inc. common stock and the market conditions in which these offerings were completed may be different from current market conditions. In addition, some companies listed in the table above acquired one or more institutions in connection with the mutual-to-stock conversion. Any or all of these differences may cause our stock to perform differently from these other offerings. Before you make an investment decision, we urge you to carefully read this prospectus, including, but not limited to, "Risk Factors."
	You should be aware that, in certain market conditions, stock prices of initial public offerings by thrift institutions have decreased. For example, the stock of some converted institutions have traded at or below their initial offering price at various times after the conversion. We can give you no assurance that our stock will not trade below the $10.00 purchase price or that our stock will perform similarly to other recent mutual-to-stock conversion offerings.
	As part of its appraisal of our pro forma market value, RP Financial considered the after-market performance of mutual-to-stock conversions completed in the three months prior to September 1, 2006, which is the date of its appraisal report. RP Financial considered information regarding the new issue market for converting thrifts as part of its consideration of the market for thrift stocks.
	Our board of directors carefully reviewed the information provided to it by RP Financial through the appraisal process, but did not make any determination regarding whether prior standard mutual-to-stock conversions have been undervalued, nor did the board draw any conclusions regarding how the historical data reflected above may affect our appraisal. Instead, the board engaged RP Financial to help it understand the regulatory process as it applies to the appraisal and to advise the board as to how much capital we would be required to raise under the regulatory appraisal guidelines.
Possible Termination of the Offering	We must sell a minimum of 4,866,250 shares to complete the offering. If we terminate the offering,

8

	we will promptly return all funds with interest at our passbook savings rate and we will cancel all deposit account withdrawal authorizations.
Conditions to Completing the Conversion	We are conducting the conversion under the terms of our plan of conversion. We cannot complete the conversion and related offering unless:
	•	we sell at least the minimum number of shares offered; and
	•	we receive the final approval of the Massachusetts Commissioner of Banks, the FDIC and the Federal Reserve Board.
Reasons for the Conversion (page 107)	Our primary reasons for the conversion and related stock offering are to:
	•	increase the capital of Hampden Bank;
	•	support future lending and operational growth, including continuing to increase our commercial lending and deposit relationships in our market area;
	•	support future branching activities and/or the acquisition of other financial institutions or financial services companies or their assets;
	•	enhance our ability to attract and retain qualified directors, management and employees through stock-based compensation plans;
	•	provide our customers and local community members with an opportunity to acquire our stock; and
	•	increase our philanthropic endeavors to the communities we serve through the formation and funding of Hampden Bank Charitable Foundation.
	As a stock holding company, Hampden Bancorp, Inc. will have greater flexibility than Hampden Bancorp, MHC now has in structuring mergers and acquisitions, including the consideration paid in a transaction. Our current mutual holding company structure, by its nature, limits any ability to offer any common stock as consideration in a merger or acquisition. Our new stock holding company structure will enhance our ability to compete with other bidders when acquisition opportunities arise by better enabling us to offer stock or cash consideration, or a combination of the two. We currently have no specific plans or agreements regarding any acquisition.

9

We Will Form the Hampden Bank Charitable Foundation (page 124)

In 2002, we established a charitable foundation, Hampden Savings Foundation, in order to increase our contributions to our local community. The foundation was founded with $1.0 million. For the years ended June 30, 2006 and 2005, we contributed $69,000 and $49,000, respectively, to community organizations from the foundation. In addition, we are involved in approximately 125 community organizations as of January 1, 2006. Members of our staff serve as board members of 45 of these community organizations as of January 1, 2006. To continue this long-standing commitment to our local communities, we intend to establish a second charitable foundation, named the Hampden Bank Charitable Foundation, as part of the conversion. In connection with the conversion, we will give the charitable foundation a number of shares of Hampden Bancorp common stock equal to 5.0% of the shares of common stock sold in the offering. The common stock contributed to the charitable foundation is in addition to the shares being offered for sale and will not be included in determining whether the minimum number of shares of common stock has been sold in order to complete the offering. At the midpoint of the offering range, we will contribute 286,250 shares of Hampden Bancorp common stock. At the midpoint of the offering range, our contribution to the charitable foundation would reduce net earnings by $1.9 million, after tax, in the year in which the charitable foundation is established, which is expected to be fiscal 2007. The amount of common stock that we would offer for sale would be greater if the conversion were to be completed without the formation of Hampden Bank Charitable Foundation. For a further discussion of the financial impact of the charitable foundation, including its effect on those who purchase shares in the offering and on the shares issued to stockholders of Hampden Bancorp, see "Comparison of Independent Valuation and Pro Forma Financial Information With and Without the Foundation."

Hampden Bank Charitable Foundation will make grants and donations to non-profit and community groups and projects located within the communities in which Hampden Bank maintains its headquarters or a branch office. One of the conditions to be imposed on the gift of common stock is that the amount of common stock that may be sold by Hampden Bank Charitable Foundation in any one

10

	year shall not exceed 5.0% of the market value of the assets held by Hampden Bank Charitable Foundation, except where the board of directors of the foundation determines that the failure to sell an amount of common stock greater than such amount would result in a long-term reduction of the value of its assets and/or would otherwise jeopardize its capacity to carry out its charitable purposes. We do not anticipate that the foundation will be required to sell in excess of 5.0% of the market value of its assets annually. As a large stockholder of Hampden Bancorp, the foundation's diversification of its portfolio and sale of significant amounts of Hampden Bancorp common stock may negatively impact the price of our common stock.
Benefits of the Conversion to Management (page 85)	In order to align the interests of our employees, officers and directors more closely to our stockholders' interests, we intend to establish certain benefit plans in connection with the conversion, some of which use our common stock as compensation. These new benefit plans and employment agreements consist of the following:
	•	Employee Stock Ownership Plan. Hampden Bank has established an employee stock ownership plan that will provide retirement benefits to our employees. The plan is expected to purchase in the offering that number of shares equal to 8.0% of the sum of the number of shares sold in the offering plus the number of shares contributed to Hampden Bank Charitable Foundation. Payment will be made with the proceeds of a loan from Hampden Bancorp, Inc. or a subsidiary capitalized by Hampden Bancorp, Inc. Shares acquired with the loan will be allocated to a suspense account, and the number of shares released each year will be determined based on a formula prescribed by government regulation. As the loan is repaid and shares are released from collateral, the shares will be allocated to the accounts of participants based on a participant's compensation as a percentage of total plan compensation. Non-employee directors are not eligible to participate in the employee stock ownership plan. We will incur additional compensation expense as a result of this plan. Shares under this plan will vest over five years and are subject to immediate vesting upon a change of control as defined in the plan

11

and under other circumstances. See "Pro Forma Data" for an illustration of the effects of this plan.

•

Equity Incentive Plan. We intend to implement an equity-based incentive plan no earlier than six months after the conversion. If the plan is implemented within one year after the conversion, the plan must be approved by two-thirds of the outstanding shares of our common stock and if the plan is implemented more than one year after the conversion, the plan must be approved by a majority of the total votes cast. Under this plan, we may award stock options and shares of restricted stock to employees and directors. Shares of restricted stock may be awarded at no cost to the recipient. Stock options will be granted at an exercise price equal to 100% of the fair market value of our common stock on the option grant date. We will incur additional compensation expense as a result of this plan. See "Pro Forma Data" for an illustration of the effects of this plan. Under this plan, if implemented within one year after the conversion, we may grant stock options in an amount equal to 10.0% of the sum of the number of shares sold in the offering plus shares contributed to the charitable foundation and restricted stock awards in an amount equal to 4.0% of the sum of the shares sold in the offering plus shares contributed to the charitable foundation. These limitations will not apply if the plan is implemented more than one year after the conversion.

12

The following table presents the total value of all shares to be available for restricted stock awards under the equity incentive plan, based on a range of market prices from $8.00 per share to $14.00 per share. Ultimately, the value of the grants will depend on the actual trading price of our common stock, which depends on numerous factors.

	Value of
Share Price	204,383 Shares Awarded at Minimum of Range		240,450 Shares Awarded at Midpoint of Range		276,518 Shares Awarded at Maximum of Range		317,995 Shares Awarded at 15% Above Maximum of Range
	(In Thousands)
$  8.00	$	1,635	$	1,924	$	2,212	$	2,544
10.00		2,044		2,405		2,765		3,180
12.00		2,453		2,885		3,318		3,816
14.00		2,861		3,366		3,871		4,452

The following table presents the total value of all stock options available for grant under the equity incentive plan, based on a range of market prices from $8.00 per share to $14.00 per share. For purposes of this table, the value of the stock options was determined using the Black-Scholes option-pricing formula. See "Pro Forma Data." Ultimately, financial gains can be realized on a stock option only if the market price of the common stock increases above the price at which the option is granted.

			Value of
Exercise Price	Option Value		510,956 Options Granted at Minimum of Range		601,125 Options Granted at Midpoint of Range		691,294 Options Granted at Maximum of Range		794,988 Options Granted at 15% Above Maximum of Range
					(In Thousands)
$  8.00	$	3.31	$	1,692	$	1,990	$	2,288	$	2,631
10.00		4.14		2,115		2,489		2,862		3,291
12.00		4.97		2,539		2,988		3,436		3,951
14.00		5.80		2,964		3,486		4,010		4,611

•
Employment and Change in Control Agreements. We intend to enter into three-year employment agreements with Thomas R. Burton, our President and Chief Executive Officer, and Glenn S. Welch, our Senior Vice President and Division Executive for Business Banking. We also intend to enter into two-year change in control agreements with eleven of our senior officers. These agreements will provide for severance benefits if the executives are terminated following a change in control of

13

Hampden Bancorp, Inc. or Hampden Bank. Based solely on the executives' average annual taxable compensation for 2001 through 2005 (without regard to future base salary adjustments or bonuses and excluding any benefits under any benefit plan which may be payable and, with respect to new employees, based on annualized 2006 base salary) if a change in control of Hampden Bancorp, Inc. and Hampden Bank occurred, and we terminated these officers, the total payments due under the employment agreements and change in control agreements would equal approximately $1.9 million.

The following table summarizes the total number and value of the shares of common stock that the employee stock ownership plan expects to acquire and the total value of all restricted stock awards and stock options that are expected to be available under the equity incentive plan. The table also shows the dilution to stockholders if all these shares are issued from authorized but unissued shares, instead of being purchased in the open market.

		Number of Shares to be Granted or Purchased
						Dilution Resulting if We Issue New Shares for Stock Benefit Plans		Value of Grants(1)
		At Minimum of Range	At Maximum of Range	As a % of Common Stock Issued in the Conversion				At Minimum of Range		At Maximum of Range
								(Dollars in thousands)
Employee stock ownership plan		408,765	553,035	8.00	%	7.41	%	$	4,087,650	$	5,530,350
Restricted stock awards		204,383	276,518	4.00		3.85			2,043,830		2,765,180
Stock options		510,956	691,294	10.00		9.09			2,115,358		2,861,957
	Total	1,124,104	1,520,847	22.00	%	20.35		$	8,246,838	$	11,157,487

(1)

Assumes the value of our common stock is $10.00 per share for purposes of determining the total estimated value of the employee stock ownership plan and restricted stock award grants. Assumes the value of a stock option is $4.14, which was determined using the Black-Scholes option-pricing formula. See "Pro Forma Data."

Tax Consequences (page 123)

As a general matter, the conversion will not be a taxable transaction for purposes of federal or state income taxes to us or persons who receive or exercise subscription rights. Our special counsel, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., has issued a federal tax opinion providing that no gain or loss will be recognized by Hampden Bank or Hampden Bancorp, Inc. as a result of the conversion or by account holders receiving subscription rights, except to the extent, if any, that subscription rights are deemed to have fair market value on the date

14

	such rights are issued. This opinion of counsel, however, is not binding on the Internal Revenue Service.
Persons Who Can Order Stock in the Offering (page 113)	We have granted rights to subscribe for shares of our common stock in a "subscription offering" in the following descending order of priority, as required by Massachusetts banking regulations:
Note: Subscription rights are not transferable, and persons with subscription rights may not subscribe for shares for the benefit of any other person. If you violate this prohibition, you may lose your rights to purchase shares and may face criminal prosecution and/or other sanctions.	1. 2. 3. 4.	Depositors who had accounts at Hampden Bank with aggregate balances of at least $50 as of the close of business on April 30, 2005. Depositors who had accounts at Hampden Bank with aggregate balances of at least $50 as of the close of business on September 30, 2006. Our employee stock ownership plan. Our employees, officers, directors, trustees and corporators who do not have a higher priority right.
	Remaining shares may be offered for sale to the general public in a "direct community offering" that can begin concurrently with, during or immediately following the subscription offering. Orders received in the direct community offering will be subordinate to subscription offering orders. Natural persons who are residents of the counties of Hampden, Berkshire and Hampshire, Massachusetts and the Connecticut county of Hartford will have first preference to purchase shares in the direct community offering. Shares of common stock not purchased in the subscription offering or the direct community offering may be offered for sale through a "syndicated community offering" managed by Keefe, Bruyette & Woods, Inc. We have the right to accept or reject, in our sole discretion, orders we receive in the direct community offering and syndicated community offering.
	If we receive subscriptions for more shares than are to be sold in this offering, we may be unable to fill or partially fill your order. Shares will be allocated pursuant to the plan of conversion. See "The Conversion—Subscription Offering and Subscription Rights" for a detailed description of the allocation procedure.
Subscription Rights Are Not Transferable	You are not allowed to transfer your subscription rights, and we will endeavor to prevent you from doing so. You will be required to certify that you are purchasing shares solely for your own account and that you have no agreement or understanding with another person to sell or transfer subscription rights

15

	or the shares that you purchase. We will not accept any stock orders that we believe involve the transfer of subscription rights. Eligible depositors who enter into agreements to allow ineligible investors to participate in the subscription offering may be violating federal and state law and may be subject to civil enforcement actions or criminal prosecution.
How to Purchase Common Stock (page 119)	In the subscription offering and the community offering, you may pay for your shares only by:
	(1)	personal check, bank check or money order made payable directly to Hampden Bancorp, Inc. (third-party checks of any type will not be accepted); or
	(2)	authorizing us to withdraw money from your Hampden Bank deposit account(s) other than checking accounts or individual retirement accounts ("IRAs"). To use funds from accounts with check writing privileges, please submit a check. To use IRA funds, please see the next section.
	Hampden Bank is not permitted to lend funds (including funds drawn on a Hampden Bank line of credit) to anyone for the purpose of purchasing shares of common stock in the offering. Also, payment may not be made by cash or by wire transfer.
	Checks and money orders will be immediately cashed, so the funds must be available within the account when your stock order form is received by us. Do not overdraft your account. The funds will be deposited by us into a Hampden Bank segregated escrow account. We will pay interest at Hampden Bank's passbook savings rate from the date those funds are received until completion or termination of the offering. Withdrawals from certificates of deposit at Hampden Bank for the purpose of purchasing common stock in the offering may be made without incurring an early withdrawal penalty. All funds authorized for withdrawal from deposit accounts with Hampden Bank must be available within the deposit accounts at the time the stock order form is received. A hold will be placed on the amount of funds designated on your stock order form. Those funds will be unavailable to you during the offering; however, the funds will not be withdrawn from the accounts until the offering is completed and will continue to earn interest at the

16

	applicable contractual deposit account rate until the completion of the offering.
	You may submit your order form in one of three ways: by mail, using the reply envelope provided, by overnight courier to the address indicated on the order form or by taking the stock order form and payment to our Stock Information Center, located at 19 Harrison Avenue, Springfield, Massachusetts 01102. Stock order forms may not be hand-delivered to our branch banking offices. These locations will not have stock offering materials on hand. Once submitted, your order is irrevocable. We are not required to accept copies or facsimilies of order forms.
Using IRA Funds to Purchase Shares in the Offering (page 121)	You may be able to subscribe for shares of common stock using funds in your individual retirement account(s), or IRA, provided that such IRAs are not maintained at Hampden Bank. If you wish to use some or all of the funds in your Hampden Bank IRA, the applicable funds must first be transferred to a self-directed account maintained by an unaffiliated institutional trustee or custodian, such as a brokerage firm. If you do not have such an account, you will need to establish one and transfer your funds before placing your stock order. Our Stock Information Center can give you guidance in this regard. Because processing of this type of order takes additional time, we recommend that you contact our Stock Information Center promptly, preferably at least two weeks before the                        , 2006 offering deadline. Whether you may use retirement funds for the purchase of shares in the stock offering will depend on timing constraints and, possibly, limitations imposed by the institution where the funds are held. In addition, officers, directors and certain employees of Hampden Bank, Hampden Bancorp,  Inc. and Hampden Bancorp, MHC may be barred from using IRA funds to purchase shares with IRA funds based on the tax code's "prohibited transaction" rules.
Purchase Limitations (page 116)	The minimum number of shares of common stock that may be purchased is 25 per stock order form.
	No person, or persons exercising subscription rights through a single qualifying deposit account held jointly, may purchase more than 20,000 shares of common stock ($200,000) in the offering. If any of the following persons purchase stock, their purchases, when combined with your purchases,

17

	cannot exceed the overall purchase limit of 30,000 shares of common stock in the aggregate ($300,000).
	•	Your spouse, or any relative of you or your spouse, who either lives in your home or is a director, trustee or officer of Hampden Bank, Hampden Bancorp, Inc. or Hampden Bancorp, MHC;
	•	Companies or other entities in which you are a director, officer or partner, or have a 10.0% or greater beneficial ownership interest;
	•	Trusts or other estates in which you have a substantial beneficial interest or as to which you serve as a trustee or in a similar fiduciary capacity; or
	•	Other persons who may be acting together with you as associates or persons acting in concert.
	Unless we determine otherwise, persons having the same address and persons exercising subscription rights through qualifying deposit accounts registered to the same address will be subject to this overall purchase limitation. We have the right to determine, in our sole discretion, whether prospective purchasers are associates or acting in concert.
	Subject to regulatory approval, we may increase or decrease the purchase limitations at any time. Our tax-qualified employee benefit plans, including our employee stock ownership plan, are authorized to purchase up to 10.0% of the shares issued in the conversion (including shares sold in the offering and contributed to Hampden Bank Charitable Foundation) without regard to these purchase limitations.
Deadline for Ordering Stock (page 116)	If you wish to purchase shares, a properly completed and signed original stock order form, together with full payment for the shares of common stock, must be received by us (not postmarked) no later than 11:00 a.m., Eastern time, on                        , 2006. We are not required to accept facsimilies or copies of order forms. We may extend this deadline without notice to you until                        , 2006. If the offering is extended beyond                        , 2006, subscribers will have the right to increase, decrease, cancel or maintain their purchase orders. Unless we receive a written response from an investor during a designated resolicitation period, we will cancel the stock order, promptly return subscription funds with interest at our passbook saving rate and cancel any

18

	deposit account withdrawal authorizations. The Massachusetts Commissioner of Banks may allow for further extensions, together which may not extend beyond                        , 2007.
	If we do not receive orders for at least 4,866,250 shares of common stock in the subscription offering, we may take several steps in order to issue the minimum number of shares of common stock in the offering range. Specifically, we may:
	(i)	make shares available to the public in a direct community offering;
	(ii)	offer shares for sale through a syndicated community offering;
	(iii)	increase the purchase limitations;
	(iv)	seek regulatory approval to extend the offering beyond the            , 2006 expiration date, provided that any such extension beyond            , 2006 will require us to resolicit subscribers in the offering; or
	(v)	terminate the offering, returning the subscription funds with interest and canceling deposit account withdrawal authorizations.
How We Will Use the Proceeds of this Offering (page 34)	The following table summarizes how the proceeds of this offering will be used, based on the sale of shares at the minimum and maximum of the offering range.

		At Minimum of Range			At Maximum of Range
		(In thousands)
Offering proceeds		$	48,663		$	65,838
Less: offering expenses			(1,561	)		(1,718	)
	Net offering proceeds		47,102			64,120
Less:
	Proceeds contributed to Hampden Bank		23,551			32,060
	Proceeds used for loan to employee stock ownership plan		4,088			5,530
	Proceeds remaining for Hampden Bancorp, Inc.	$	19,463		$	26,530

Hampden Bancorp may use the portion of the proceeds that it retains to, among other things, invest in securities, pay dividends to stockholders, repurchase shares of its common stock (subject to regulatory restrictions), finance the possible acquisition of financial institutions or other businesses that are related to banking or for general corporate purposes. In addition, Hampden Bancorp

19

	intends to use a portion of the net proceeds for a loan to the employee stock ownership plan to fund its purchase of shares of common stock, between 408,765 shares and 553,035 shares, or 635,990 shares if the offering is increased by 15.0%. Hampden Bank may use the portion of the proceeds that it receives to fund new loans, open new branches, invest in securities, expand its business activities and, initially, reduce existing borrowings. Our expected primary use of the offering proceeds is to fund loan growth, with continued emphasis on commercial real estate and commercial lending, and to support future branching activities. Based on our current operating plans, we expect to deploy a substantial majority of the offering proceeds in such assets during the five-year period after the completion of the offering. However, our ability to deploy offering proceeds in assets that typically have higher yields than short-term securities will depend, in part, on factors outside of our control, such as loan demand, local competition, national, regional and local economic conditions and the interest rate environment. Accordingly, we can give no assurances that we will be able to deploy offering proceeds in assets which have higher yields than short-term securities. Except as described above, neither Hampden Bancorp nor Hampden Bank has any specific plans for the investment of the proceeds of this offering and has not allocated a specific portion of the proceeds to any particular use.
Purchases by Directors and Executive Officers (page 93)	We expect that our directors and executive officers, together with their associates, will subscribe for 178,100 shares, which equals 2.7% of the shares offered for sale at the maximum of the offering range. Directors and executive officers will pay the same $10.00 per share price as everyone else who purchases shares in the offering. Purchases by our directors and executive officers will count towards the minimum number of shares we must sell to close the offering.
Market for Hampden Bancorp Common Stock (page 36)	We intend to have our common stock quoted on the Nasdaq Global Market under the symbol "HBNK." Keefe, Bruyette & Woods, Inc. currently intends to make a market in the common stock, but is under no obligation to do so. We cannot assure you that other market makers will be obtained or that an active and liquid trading market for our common stock will develop or, if developed, will be

20

	maintained. After shares of the common stock begin trading, you may contact a stock broker to buy or sell shares. There can be no assurance that persons purchasing the common stock in the offering will be able to sell their shares at or above the $10.00 offering price, and brokerage firms typically charge commissions related to the purchase or sale of securities.
Hampden Bancorp's Dividend Policy (page 35)	We have not yet determined whether we will pay a dividend on the common stock After the conversion, we will consider a policy of paying regular cash dividends. Our ability to pay dividends will depend on a number of factors, including capital requirements, regulatory limitations and our operating results and financial condition.
Delivery of Prospectus	To ensure that each person receives a prospectus at least 48 hours before the offering deadline, we may not mail prospectuses any later than five days prior to such date or hand-deliver prospectuses later than two days prior to that date. Stock order forms may only be delivered if accompanied or preceded by a prospectus. We are not obligated to deliver a prospectus or order form by means other than U.S. mail.
	We will make reasonable attempts to provide a prospectus and offering materials to holders of subscription rights. The subscription offering and all subscription rights will expire at 11:00 a.m., Eastern time, on                        , 2006, whether or not we have been able to locate each person entitled to subscription rights.
Delivery of Stock Certificates (page 121)	Certificates representing shares of common stock issued in the offering will be mailed to the persons entitled thereto at the certificate registration address noted by such persons on the order form, as soon as practicable following completion of the offering and receipt of all necessary regulatory approvals.
Anti-takeover Provisions (page 127)	Provisions in Hampden Bancorp's articles of incorporation and bylaws, the corporate law of the State of Delaware, Massachusetts banking law and federal regulations may make it difficult and expensive for companies or persons to pursue a takeover attempt that management or the board opposes even if you would like to see the takeover attempt succeed and the potential acquiror was offering a premium over the then prevailing market price of Hampden Bancorp, Inc.'s common stock. These provisions will also make the removal of the

21

current board of directors or management of Hampden Bancorp, or the appointment of new directors, more difficult.

Stock Information Center

The employees of Hampden Bank's banking offices may not, by law, assist with investment-related questions about the offering. If you have any questions regarding the stock offering, you may call our Stock Information Center at (413) 452-5138, Monday through Friday between 9:00 a.m. and 4:00 p.m., Eastern time. You may also visit our Stock Information Center, which is located at 19 Harrison Avenue, Springfield, Massachusetts 01102. The Stock Information Center will be closed on weekends and bank holidays. Our branch banking offices will not have offering materials and cannot accept completed order forms.

This prospectus contains market data and industry forecasts that were obtained from industry publications. These publications generally state that the information contained therein has been obtained from sources believed to be reliable, but the accuracy and completeness of such information is not guaranteed. We have not independently verified, and make no representation as to the accuracy of, this information.

22

Risk Factors

You should consider carefully the following risk factors before purchasing Hampden Bancorp common stock.

Risks Related to Our Business

Our increased emphasis on commercial and construction lending may expose us to increased lending risks.

        At June 30, 2006, our loan portfolio consisted of $91.2 million, or 28.4%, of commercial real estate loans, $22.6 million, or 7.0%, of commercial business loans and $22.3 million, or 7.0%, of construction loans. We have grown these loan portfolios in recent years and intend to continue to emphasize these types of lending. These types of loans generally expose a lender to greater risk of non-payment and loss than one- to four-family residential mortgage loans because repayment of the loans often depends on the successful operation of the property, the income stream of the borrowers and, for construction loans, the accuracy of the estimate of the property's value at completion of construction and the estimated cost of construction. Such loans typically involve larger loan balances to single borrowers or groups of related borrowers compared to one- to four-family residential mortgage loans. Commercial business loans expose us to additional risks since they typically are made on the basis of the borrower's ability to make repayments from the cash flow of the borrower's business and are secured by non-real estate collateral that may depreciate over time. In addition, since commercial business loans generally entail greater risk than one- to four-family residential mortgage loans, we may need to increase our allowance for loan losses in the future to account for the likely increase in probable incurred credit losses associated with the growth of such loans. Also, many of our commercial and construction borrowers have more than one loan outstanding with us. Consequently, an adverse development with respect to one loan or one credit relationship can expose us to a significantly greater risk of loss compared to an adverse development with respect to a one- to four-family residential mortgage loan. Finally, as a result of this offering, we expect to increase substantially our internal loans-to-one-borrower limit. Although we do not expect to increase our internal loans-to-one-borrower limit up to the regulatory maximum immediately after the offering, the increased internal limit may expose us to greater risk of loss.

The building of market share through our branching strategy could cause our expenses to increase faster than revenues.

        We intend to continue to build market share in Hampden County, Massachusetts and surrounding areas through our branching strategy. Our business plan currently contemplates that we will establish up to five additional branches by the end of 2009, if market conditions are favorable. There are considerable expenses involved in opening branches and new branches generally require a period of time to generate the necessary revenues to offset their expenses, especially in areas in which we do not have an established presence. Accordingly, any new branch can be expected to negatively impact our earnings for some period of time until the branch reaches certain economies of scale. Our expenses could be further increased if we encounter delays in the opening of any of our new branches. Finally, we have no assurance our new branches will be successful even after they have been established.

Certain interest rate movements may hurt our earnings and asset value.

        Interest rates have recently been at historically low levels. However, since June 30, 2004, the U.S. Federal Reserve has increased its target for the federal funds rate 17 times, from 1.0% to 5.25%. While these short-term market interest rates (which we use as a guide to price our deposits) have increased, longer-term market interest rates (which we use as a guide to price our longer-term loans) have not. On a year-to-year comparative basis our interest rate spread and our net interest margin have

23

decreased, and, if short-term interest rates continue to rise, and if rates on our deposits and borrowings continue to reprice upwards faster than the rates on our long-term loans and investments, we would experience further compression of our interest rate spread and net interest margin, which would have a negative effect on our profitability.

        Changes in interest rates also affect the value of our interest-earning assets, and in particular our securities portfolio. Generally, the value of fixed-rate securities fluctuates inversely with changes in interest rates. Unrealized gains and losses on securities available for sale are reported as a separate component of equity, net of tax. Decreases in the fair value of securities available for sale resulting from increases in interest rates could have an adverse effect on stockholders' equity. For further discussion of how changes in interest rates could impact us, see "Management's Discussion and Analysis of Results of Operations and Financial Condition—Quantitative and Qualitative Disclosures About Risk Management."

Strong competition within our market area could hurt our profits and slow growth.

        We face intense competition both in making loans and attracting and retaining deposits. Price competition for loans and deposits might result in us earning less on our loans and paying more on our deposits, which reduces net interest income. We held the ninth largest market share of deposits out of the 18 financial institutions in the county (excluding credit unions). As of June 30, 2005, we held 3.63% of the banks and credit union deposits in Hampden County. There are 21 credit unions in Hampden County, which, as tax-exempt organizations, are able to offer higher rates on retail deposits than banks. Some of the institutions with which we compete have substantially greater resources and lending limits than we have and may offer services that we do not provide. We expect competition to increase in the future as a result of legislative, regulatory and technological changes and the continuing trend of consolidation in the financial services industry. Our profitability depends upon our continued ability to compete successfully in our market area. For more information about our market area and the competition we face, see "Our Business—Market Area" and "Our Business—Competition."

A downturn in the local economy or a decline in real estate values could hurt our profits.

        Nearly all of our real estate loans are secured by real estate in Hampden County. As a result of this concentration, a downturn in the local economy could cause significant increases in non-performing loans, which would hurt our profits. Additionally, a decrease in asset quality could require additions to our allowance for loan losses through increased provisions for loan losses, which would hurt our profits. A decline in real estate values could cause some of our mortgage loans to become inadequately collateralized, which would expose us to a greater risk of loss. In addition, because we have a significant amount of commercial real estate loans, decreases in tenant occupancy may also have a negative effect on the ability of many of our borrowers to make timely repayments on their loans, which would have an adverse impact on our earnings. For a discussion of our market area, see "Our Business—Market Area."

If our allowance for loan losses is not sufficient to cover actual loan losses, our earnings could decrease.

        In the event that our loan customers do not repay their loans according to the terms of the loans, and the collateral securing the repayment of these loans is insufficient to cover any remaining loan balance, we could experience significant loan losses, which could have a material adverse effect on our operating results. We make various assumptions and judgments about the collectibility of our loan portfolio, including the creditworthiness of our borrowers and the value of the real estate and other assets, if any, serving as collateral for the repayment of our loans. As of June 30, 2006, our allowance for loan losses was $3.7 million, representing 1.2% of total loans and 71.2% of nonperforming loans as of that date. In determining the amount of our allowance for loan losses, we rely on our loan quality

24

reviews, our experience and our evaluation of economic conditions, among other factors. If our assumptions are incorrect, our allowance for loan losses may not be sufficient to cover probable losses inherent in our loan portfolio, which may require additions to our allowance. Although we are unaware of any specific problems with our loan portfolio that would require any increase in our allowance at the present time, it may need to be increased further in the future due to our emphasis on loan growth and on increasing our portfolio of commercial business and commercial real estate loans. Any material additions to our allowance for loan losses would materially decrease our net income. Our business strategy calls for continued growth of nonresidential real estate loans, commercial loans and leases, construction and land loans and multi-family mortgage loans. These loans typically expose us to greater risk than one- to four-family residential real estate loans. As we further increase the amount of these loans in our loan portfolio, we may increase our provisions for loan losses, which could adversely affect our consolidated results of operations.

        In addition, bank regulators periodically review our allowance for loan losses and may require us to increase our provisions for loan losses or recognize further loan charge-offs. Any increase in our allowance for loan losses or loan charge-offs as required by regulatory authorities could have a material adverse effect on our consolidated results of operations and financial condition.

Our business depends upon key employees, and if we are unable to retain the services of these key employees or to attract and retain additional qualified personnel, our business may suffer.

        We are substantially dependent on a number of key employees, including our executive officers. Our success has been, and will continue to be, dependent on our ability to retain the services of our existing key employees and to attract and retain additional qualified personnel in the future. The loss of the services of any one of our key employees, or the inability to identify, hire and retain other highly qualified personnel in the future, could adversely affect the quality and profitability of our business operations. In particular, our commercial lending program is an important part of our business strategy. The loss of our Senior Vice President in charge of this program could have a material adverse effect on our business strategy. In connection with the conversion, we will enter into employment agreements with our Chief Executive Officer and Senior Vice President and Division Executive for Business Banking and change in control agreements with eleven of our officers.

We operate in a highly regulated environment and may be adversely affected by changes in law and regulations.

        We are subject to extensive regulation, supervision and examination. See "Regulation and Supervision" on page 93. Any change in the laws or regulations applicable to us, or in banking regulators' supervisory policies or examination procedures, whether by the Massachusetts Commissioner of Banks, the FDIC, the Federal Reserve Board, other state or federal regulators, the United States Congress or the Massachusetts legislature could have a material adverse effect on our business, financial condition, results of operations and cash flows.

        We are subject to regulations promulgated by the Massachusetts Division of Banks, as our chartering authority, and by the FDIC as the insurer of our deposits up to certain limits. We also belong to the Federal Home Loan Bank System and, as a member of such system, we are subject to certain limited regulations promulgated by the Federal Home Loan Bank of Boston, or the FHLB. In addition, currently the Federal Reserve Board regulates and oversees Hampden Bancorp, MHC, as a bank holding company, and will continue to regulate and oversee Hampden Bancorp, Inc., as a bank holding company.

        This regulation and supervision limits the activities in which we may engage. The purpose of regulation and supervision is primarily to protect our depositors and borrowers and, in the case of FDIC regulation, the FDIC's insurance fund. Regulatory authorities have extensive discretion in the

25

exercise of their supervisory and enforcement powers. They may, among other things, impose restrictions on the operation of a banking institution, the classification of assets by such institution and such institution's allowance for loan losses. Regulatory and law enforcement authorities also have wide discretion and extensive enforcement powers under various consumer protection and civil rights laws, including the Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Real Estate Settlement Procedures Act and Massachusetts's deceptive acts and practices law. These laws also permit private individual and class action law suits and provide for the recovery of attorneys fees in certain instances. No assurance can be given that the foregoing regulations and supervision will not change so as to affect us adversely. Any change in such regulation and oversight, whether in the form of regulatory policy, regulations, or legislation, may have a material impact on our operations.

The risks presented by the acquisition of other institutions could adversely affect our financial condition and results of operations.

        In the event that we make any acquisitions, we will be presented with many risks that could have a materially negative impact on our financial condition and results of operations. An institution that we acquire may have unknown asset quality issues or unknown or contingent liabilities that we did not discover or fully recognize in the due diligence process, thereby resulting in unanticipated losses. The acquisition of other institutions typically requires the integration of different corporate cultures, loan and deposit products, pricing strategies, data processing systems and other technologies, accounting, internal audit and financial reporting systems, operational processes, policies, procedures and internal controls, marketing programs and personnel of the acquired institution in order to make the transaction economically advantageous. The integration process is complicated and time consuming, and could divert our attention from other business concerns and be disruptive to our customers and the customers of the acquired institution. Our failure to successfully integrate an acquired institution could result in the loss of key customers and employees, and prevent us from achieving expected synergies and cost savings. Acquisitions also result in expenses that could adversely affect our earnings, and in goodwill that could become impaired, requiring us to recognize further charges. We may finance acquisitions with borrowed funds, thereby increasing our leverage and reducing our liquidity, or with potentially dilutive issuances of equity securities.

We continually encounter technological change, and may have fewer resources than many of our larger competitors to continue to invest in technological improvements.

        The financial services industry is undergoing rapid technological changes, with frequent introductions of new technology-driven products and services. The effective use of technology increases efficiency and enables financial institutions to better serve customers and to reduce costs. Our future success will depend, in part, upon our ability to address the needs of our customers by using technology to provide products and services that will satisfy customer demands for convenience, as well as to create additional efficiencies in our operations. Many of our larger competitors have substantially greater resources to invest in technological improvements. We may not be able to effectively implement new technology-driven products and services or be successful in marketing these products and services to our customers.

Our stock value may suffer from anti-takeover provisions that may impede potential takeovers.

        Upon completion of the conversion, Hampden Bancorp, a Delaware corporation, will become the bank holding company for Hampden Bank. Delaware law and our Delaware certificate of incorporation and bylaws contain provisions (sometimes known as "anti-takeover" provisions) that may impede efforts to acquire us, or impede stock purchases in furtherance of an acquisition, even though acquisition efforts or stock purchases might otherwise have a favorable effect on the price of our common stock. Those provisions will also make it more difficult to remove our board and management. Consistent

26

with the Delaware General Corporation Law, our certificate of incorporation and/or bylaws provide for staggered directors' terms, limits the stockholders' ability to remove directors and empowers only the directors to fill board vacancies. Our certificate of incorporation and bylaws also provide for, among other things, restrictions on the voting of more than 10.0% of our outstanding voting stock and approval of certain actions, including certain business combinations, by specified percentages of our "disinterested directors" (as defined in the certificate of incorporation) or by specified percentages of the shares outstanding and entitled to vote. The certificate of incorporation also authorizes the board of directors to issue shares of preferred stock, the rights and preferences of which may be designated by the board, without the approval of our stockholders. The certificate of incorporation also establishes supermajority voting requirements for amendments to the charter and bylaws, limit stockholders' ability to call special meetings of stockholders, and impose advance notice provisions on stockholders' ability to nominate directors or to propose matters for consideration at stockholder meetings.

        Our employee stock ownership plan, which expects to purchase in the offering that number of shares equal to 8.0% of the sum of the shares sold in the offering plus the number of shares contributed to Hampden Bank Charitable Foundation, contains provisions that permit participating employees to direct the voting of shares held in the employee stock ownership plan, and those provisions may have anti-takeover effects.

        The Hampden Bank Charitable Foundation is expected to be funded with a number of shares equal to 5.0% of the shares sold in the offering. The Hampden Bank Charitable Foundation's board of directors will initially consist of certain directors and/or officers of Hampden Bancorp or Hampden Bank.

        Applicable federal and state regulations and laws may also have anti-takeover effects. The Change in Bank Control Act and the Bank Holding Company Act, together with applicable regulations of the Federal Reserve Board, require that a person obtain the consent of the Federal Reserve Board before attempting to acquire control of a bank holding company. In addition, Massachusetts laws place certain limitations on acquisitions of the stock of banking institutions and imposes restrictions on business combination transactions between publicly held Massachusetts corporations and stockholders owning 5.0% or more of the stock of those corporations.

        In addition, we intend to enter into employment agreements with certain executive officers, which will require payments to be made to them in the event their employment is terminated following a change in control of Hampden Bancorp or Hampden Bank. We also intend to issue stock options to key employees and directors that will require payments to them in connection with a change in control of Hampden Bancorp or Hampden Bank. These payments may have the effect of increasing the costs of acquiring Hampden Bancorp or Hampden Bank, thereby discouraging future takeover attempts.

Risks Related to this Offering

Additional expenses following the offering from new stock-based benefit plans will adversely affect our profitability.

        Following the offering, we will recognize additional annual salaries and employee benefits expenses stemming from the shares purchased or granted to employees and executives under new benefit plans. These additional expenses will adversely affect our profitability. We cannot determine the actual amount of these new stock-related compensation and benefit expenses at this time because applicable accounting practices require that they be based on the fair market value of the shares of common stock at specific points in the future; however, we expect the expenses to be material. We would recognize expenses for our employee stock ownership plan when shares are committed to be released to participants' accounts and would recognize expenses for restricted stock awards and stock options over the vesting period of awards made to recipients. These benefit expenses in the first year following the offering have been estimated to be approximately $240,000, $359,000 and $522,000, respectively, at the

27

maximum of the offering range as set forth in the pro forma financial information under "Pro Forma Data" assuming the $10.00 per share purchase price as fair market value. Actual expenses, however, may be higher or lower, depending on the price of our common stock. For further discussion of these plans, see "Our Management—Benefit Plans."

We will need to implement additional finance and accounting systems, procedures and controls in order to satisfy our new public company reporting requirements.

        As a result of the completion of this offering, we will become a public reporting company. The federal securities laws and the regulations of the Securities and Exchange Commission require that we file annual, quarterly and current reports and that we maintain effective disclosure controls and procedures and internal controls over financial reporting. We expect that the obligations of being a public company, including substantial public reporting obligations, will require significant expenditures and place additional demands on our management team. These obligations will increase our operating expense and could divert our management's attention from our operations. Compliance with Section 404 of the Sarbanes-Oxley Act of 2002 and the related rules and regulations of the Securities and Exchange Commission will require us to perform a more in-depth review of our internal control procedures. In addition, we may need to hire additional accounting and financial staff or consultants with appropriate public company experience and technical accounting knowledge.

Our return on equity will initially be low compared to other financial institutions. A low return could lower the trading price of our common stock.

        Net income divided by average equity, known as "return on equity," is a ratio many investors use to compare the performance of a financial institution to its peers. Our return on equity is expected to be reduced due to the large amount of capital that we expect to raise in the offering and to expenses we will incur in pursuing our growth strategies, the costs of being a public company and added expenses associated with our employee stock ownership plan and planned equity incentive plan. Until we can increase our net interest income and non-interest income, we expect our return on equity to be below the median return on equity of 7.80% for the 12 months ended June 30, 2006 for all publicly traded fully converted thrifts, which may negatively affect the value of our common stock. At the midpoint of the offering range, our pro forma return on equity was estimated to be 2.09% for the 12 months ended June 30, 2006 compared to the peer group median return on equity of 5.25% for the same period.

We have broad discretion in allocating the proceeds of the offering. Our failure to utilize effectively such proceeds would reduce our profitability.

        We intend to contribute approximately 50% of the net proceeds of the offering to Hampden Bank. We may use the remaining net proceeds to pay dividends to stockholders, repurchase common stock, purchase securities, finance the acquisition of other financial institutions or other businesses that are related to banking, or for other general corporate purposes. We expect to use a portion of the net proceeds to fund, directly or indirectly through a subsidiary capitalized by Hampden Bancorp, the purchase by our employee stock ownership plan of shares in the offering. Hampden Bank may use the proceeds it receives to fund new loans, purchase loans, purchase securities, establish or acquire new branches, acquire financial institutions or other businesses that are related to banking, or for general corporate purposes. We have not allocated specific amounts of proceeds for any of these purposes, and we will have significant flexibility in determining how much of the net proceeds we apply to different uses and the timing of such applications. Our failure to utilize these funds effectively would reduce our profitability.

28

Issuance of shares for benefit programs may dilute your ownership interest.

        We intend to adopt an equity incentive plan following the conversion. If stockholders approve the new equity incentive plan, we intend to issue shares to our officers and directors through this plan. We may fund the equity incentive plan through the purchase of common stock in the open market, subject to regulatory restrictions, by a trust established in connection with the plan, or from authorized but unissued shares of Hampden Bancorp common stock. If the restricted stock awards under the equity incentive plan are funded from authorized but unissued stock, your ownership interest could be diluted by up to approximately 3.85%, assuming awards of common stock equal to 4.0% of the shares sold in the offering and contributed to Hampden Bank Charitable Foundation, are awarded under the plan. If the shares issued upon the exercise of stock options under the equity incentive plan are issued from authorized but unissued stock, your ownership interest could be diluted by up to approximately 9.09%, assuming stock option grants equal to 10.0% of the shares sold in the offering and contributed to Hampden Bank Charitable Foundation are granted under the plan. See "Pro Forma Data" and "Our Management—Benefit Plans."

Our stock price may decline when trading commences.

        We cannot guarantee that if you purchase shares in the offering that you will be able to sell them at or above the $10.00 purchase price. After the shares of our common stock begin trading, the trading price of the common stock will be determined by the marketplace, and will be influenced by many factors outside of our control, including prevailing interest rates, investor perceptions and general industry, geopolitical and economic conditions. Publicly traded stocks, including stocks of financial institutions, can experience substantial market price volatility. These market fluctuations might not be related to the operating performance of particular companies whose shares are traded.

There may be a limited market for our common stock, which may adversely affect our stock price.

        Although we intend to apply to have our stock quoted on the Nasdaq Global Market, there is no guarantee that the shares will be actively traded. If an active trading market for our common stock does not develop, you may not be able to sell all of your shares of common stock on short notice and the sale of a large number of shares at one time could temporarily depress the market price. There also may be a wide spread between the bid and asked price for our common stock. When there is a wide spread between the bid and asked price, the price at which you may be able to sell our common stock may be significantly lower than the price at which you could buy it at that time.

Securities analysts may not initiate coverage of our common stock or may issue negative reports, which may have a negative impact on the market price of our common stock.

        Securities analysts may elect not to provide research coverage of our common stock after the completion of this offering. If securities analysts do not cover our common stock after the completion of this offering, the lack of research coverage may cause the market price of our common stock to decline. The trading market for our common stock may be affected in part by the research and reports that industry or financial analysts publish about our business. If one or more of the analysts who elects to cover us downgrades our stock, our stock price would likely decline rapidly. If one or more of these analysts ceases coverage of us, we could lose visibility in the market, which in turn could cause our stock price to decline. In addition, recently-adopted rules mandated by the Sarbanes-Oxley Act and a global settlement reached in 2003 between the SEC, other regulatory agencies and a number of investment banks have led to a number of fundamental changes in how analysts are reviewed and compensated. In particular, many investment banking firms are required to contract with independent financial analysts for their stock research. It may be difficult for companies such as ours, with smaller

29

market capitalizations, to attract independent financial analysts that will cover our common stock. This could have a negative effect on the market price of our stock.

Risks Related to the Formation of the Charitable Foundation

Our contribution to Hampden Bank Charitable Foundation will dilute a stockholder's ownership interest in Hampden Bancorp by 4.76%.

        Purchasers of shares will have their ownership and voting interests diluted by 4.76% at the close of the conversion when Hampden Bancorp intends to contribute a number of shares equal to 5.0% of the shares sold in the offering to Hampden Bank Charitable Foundation. For a further discussion regarding the effect of the contribution to the charitable foundation, see "Pro Forma Data" and "Comparison of Independent Valuation and Pro Forma Financial Information With and Without the Foundation."

Establishment of Hampden Bank Charitable Foundation will adversely impact our results for fiscal year 2007.

        The one-time charge relating to the contribution of shares to Hampden Bank Charitable Foundation will be an additional operating expense and will reduce net income during the fiscal year in which the foundation is established, which is expected to be the fiscal year ending June 30, 2007. Based on the pro forma assumptions, at the midpoint of the offering range, the contribution to Hampden Bank Charitable Foundation would reduce net earnings by $1.9 million, after tax, in fiscal 2007. See "Pro Forma Data."

Our contribution to Hampden Bank Charitable Foundation may not be tax deductible, which could hurt our profits.

        We believe that our contribution to Hampden Bank Charitable Foundation, valued at $3.8 million, at the maximum, as adjusted, of the offering, pre-tax, will be deductible for federal income tax purposes. However, we do not have any assurance that the Internal Revenue Service will grant tax-exempt status to the foundation. If the contribution is not deductible, we would not receive any tax benefit from the contribution. In addition, even if the contribution is tax deductible, we may not have sufficient profits to be able to use the deduction fully. In the event it is more likely than not that we will be unable to use the entire deduction, we will be required to establish a valuation allowance related to any deferred tax asset that has been recorded for this contribution.

A Warning About Forward-Looking Statements

        This prospectus contains forward-looking statements, which can be identified by the use of words such as "believes," "expects," "anticipates," "estimates," or similar expressions. Forward-looking statements include:

•

statements of our goals, intentions and expectations;



•

statements regarding our business plans, prospects, growth and operating strategies;



•

statements regarding the quality of our loan and investment portfolios; and



•

estimates of our risks and future costs and benefits.

        These forward-looking statements are subject to significant risks and uncertainties. Actual results may differ materially from those contemplated by the forward-looking statements due to, among others, the following factors:

•

increased competitive pressures among financial services companies;

30

•

general economic conditions, either nationally or in our market areas, that are worse than expected;



•

changes in the interest rate environment that reduce our interest margins or reduce the fair value of financial instruments;



•

changes in consumer spending, borrowing and savings habits;



•

legislative or regulatory changes that adversely affect our business;



•

adverse changes in the securities markets;



•

inability of key third-party providers to perform their obligations to Hampden Bank;



•

changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board or the Public Company Accounting Oversight Board; and



•

our ability to successfully implement our branch expansion strategy.

        Any of the forward-looking statements that we make in this prospectus and in other public statements we make may turn out to be wrong because of inaccurate assumptions we might make, because of the factors illustrated above or because of other factors that we cannot foresee. Consequently, no forward-looking statement can be guaranteed.

31

Selected Consolidated Financial and Other Data

        The summary financial information presented below is derived in part from the consolidated financial statements of Hampden Bancorp, MHC and Hampden Bank. The following is only a summary and should be read in conjunction with the consolidated financial statements and notes beginning on page F-1. The information at June 30, 2006, and 2005 and for the years ended June 30, 2006, 2005 and 2004 is derived in part from the audited consolidated financial statements of Hampden Bancorp, MHC and Hampden Bank that appear in this prospectus. The information as of June 30, 2004, 2003 and 2002, and for the years ended June 30, 2003 and 2002 is derived in part from audited consolidated financial statements that do not appear in this prospectus.

        Hampden Bancorp, MHC's consolidated financial statements for the year ended June 30, 2006 and for earlier years were audited by Wolf & Company P.C.

	At June 30,
	2006		2005		2004		2003		2002
	(In Thousands)
Selected Financial Condition Data:
Total assets	$	468,786	$	419,628	$	410,549	$	409,592	$	326,076
Loans, net(1)		318,202		269,269		248,110		214,629		172,258
Securities		110,761		119,934		120,879		160,386		130,761
Deposits		322,714		311,208		317,053		331,659		241,189
Short-term borrowings, including repurchases agreements		30,235		18,211		19,852		3,980		3,893
Long-term debt(2)		80,824		53,284		41,706		41,332		50,300
Other secured borrowings		—		2,383		—		—		—
Retained Earnings		31,274		32,029		30,083		31,089		29,423

(1)

Includes loans held for sale.

(2)

Long-term debt includes advances from the FHLB with a remaining maturity of one year or greater. See "Our Business" on page 61.

	For The Years Ended June 30,
	2006		2005		2004		2003		2002
	(In Thousands)
Selected Operating Results:
Interest and dividend income	$	23,428	$	20,427	$	20,074	$	21,220	$	19,813
Interest expense		12,340		9,110		9,712		10,254		9,851
Net interest income		11,088		11,317		10,362		10,966		9,962
Provision for loan losses(1)		150		200		300		400		400
Net interest income after provision for loan losses		10,938		11,117		10,062		10,566		9,562
Non-interest income		1,403		1,294		1,318		853		635
Gain on sales of securities and loans, net		23		146		507		260		323
Non-interest expense		11,067		9,971		9,935		9,255		8,544
Income before income tax expense		1,297		2,586		1,952		2,424		1,976
Income tax expense(2)		277		768		585		845		548
Net income	$	1,020	$	1,818	$	1,367	$	1,579	$	1,428

(1)

See "Management's Discussion and Analysis of Financial Condition and Results of Operations," for a discussion of changes in the provision for loan losses for the years from 2002 forward.

(2)

See "Management's Discussion and Analysis of Financial Condition and Results of Operations," for a discussion of changes in income tax expense for the years from 2002 forward.

32

	At or For The Years Ended June 30,
	2006		2005		2004		2003		2002
Selected Ratios and Other Data:
Performance Ratios:
Return on assets (ratio of net income to average total assets)	0.23	%	0.44	%	0.33	%	0.42	%	0.45	%
Return on equity (ratio of net income to average equity)	3.06	%	5.77	%	4.57	%	5.53	%	5.19	%
Average interest rate spread(1)	2.57	%	2.84	%	2.63	%	3.00	%	3.17	%
Net interest margin(2)	2.65	%	2.91	%	2.69	%	3.10	%	3.31	%
Efficiency ratio(3)	88.60	%	79.07	%	85.06	%	79.48	%	81.39	%
Non-interest expense to average total assets	2.50	%	2.41	%	2.44	%	2.48	%	2.69	%
Average interest-earning assets to average interest bearing liabilities	102.91	%	102.85	%	102.38	%	103.28	%	104.19	%
Asset Quality Ratios:
Non-performing assets to total assets	0.80	%	0.78	%	0.40	%	0.09	%	0.10	%
Non-performing loans to total loans	1.23	%	1.19	%	0.65	%	0.18	%	0.18	%
Allowance for loan losses to non-performing loans	71.24	%	111.99	%	212.29	%	810.47	%	919.37	%
Allowance for loan losses to total loans	1.15	%	1.34	%	1.38	%	1.42	%	1.65	%
Capital Ratios:
Equity to total assets at end of year	6.67	%	7.63	%	7.33	%	7.59	%	9.02	%
Average equity to average assets	7.52	%	7.63	%	7.31	%	7.64	%	8.96	%
Risk-based capital ratio (bank only) at end of year	11.28	%	12.65	%	11.87	%	11.99	%	14.11	%
Other Data:
Number of full service offices	7		6		5		5		5

(1)

The average interest rate spread represents the difference between the weighted-average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities for the year.

(2)

The net interest margin represents net interest income as a percent of average interest-earning assets for the year.

(3)

The efficiency ratio represents non-interest expense for the period divided by the sum of net interest income (before the loan loss provision) plus non-interest income.

33

Use of Proceeds

        The following table shows how we expect to use the net proceeds of the offering. The actual net proceeds will depend on the number of shares of common stock sold in the offering and the expenses incurred in connection with the offering. Payments for shares made through withdrawals from deposit accounts at Hampden Bank will reduce Hampden Bank's deposits and will not result in the receipt of new funds for investment. See "Pro Forma Data" for the assumptions used to arrive at these amounts.

		Minimum of Offering Range					Midpoint of Offering Range					Maximum of Offering Range					15% Above Maximum of Offering Range
		Amount			Percent of Net Proceeds		Amount			Percent of Net Proceeds		Amount			Percent of Net Proceeds		Amount			Percent of Net Proceeds
		(Dollars in Thousands)
Offering proceeds		$	48,663				$	57,250				$	65,838				$	75,713
Less: offering expenses			(1,561	)				(1,640	)				(1,718	)				(1,809	)
Net offering proceeds			47,102		100.0	%		55,610		100.0	%		64,120		100.0	%		73,904		100.0	%
Less:
	Proceeds contributed to Hampden Bank		23,551		50.0	%		27,805		50.0	%		32,060		50.0	%		36,952		50.0	%
	Proceeds used for loan to employee stock ownership plan		4,088		8.6	%		4,809		8.6	%		5,530		8.6	%		6,360		8.6	%
	Proceeds remaining for Hampden Bancorp	$	19,463		41.4	%	$	22,996		41.4	%	$	26,530		41.4	%	$	30,592		41.4	%

        Hampden Bancorp intends to invest the proceeds it retains from the offering initially in short-term, liquid investments. In addition, Hampden Bancorp intends to use a portion of the net proceeds for a loan to the employee stock ownership plan to fund its purchase of shares of common stock, between 408,765 shares and 553,035 shares, or 635,990 shares if the offering is increased by 15%. Over time, Hampden Bancorp may use the proceeds it retains from the offering:

•

to invest in securities;



•

to pay dividends to stockholders;



•

to repurchase shares of its common stock, subject to regulatory restrictions, including shares for stock-based benefit plans;



•

to finance the possible acquisition of financial institutions or other businesses that are related to banking; and



•

for general corporate purposes.

        Under current Massachusetts regulations, Hampden Bancorp may not repurchase its capital stock within three years following the date of its conversion to stock form, except that stock repurchases of no greater than 5% of outstanding capital stock may be made during this period where compelling and valid business reasons are established to the satisfaction of the Massachusetts Commissioner of Banks. In addition, Hampden Bancorp will be subject to the Federal Reserve Board's notice provisions for stock repurchases. See "Regulation and Supervision—Holding Company Regulation."

34

        Hampden Bank intends to invest the proceeds it receives from the offering initially in short-term, liquid investments. Over time, Hampden Bank may use the proceeds that it receives from the offering, which are shown in the table above as the amount contributed to Hampden Bank:

•

to pay down maturing FHLB borrowings;



•

to fund new loans;



•

to finance the possible expansion of its business activities, including developing new branch locations;



•

to invest in securities; and



•

for general corporate purposes.

        Hampden Bank may need regulatory approvals to engage in some of the activities listed above. It currently has no specific plans or agreements regarding any expansion activities or acquisitions.

        Our expected primary use of the offering proceeds is to fund loan growth, with continued emphasis on commercial real estate and commercial lending, and to support future branching activities. Based on our current operating plans, we expect to deploy a substantial majority of the offering proceeds in such assets during the five-year period after the completion of the offering. However, our ability to deploy offering proceeds in assets that typically have higher yields than short-term securities will depend, in part, on factors outside of our control, such as loan demand, local competition, national, regional and local economic conditions, and the interest rate environment. Accordingly, we can give no assurances that we will be able to deploy offering proceeds in assets which have higher yields than short-term securities.

        Except as described above, neither Hampden Bancorp nor Hampden Bank has any specific plan for the investment of the proceeds of this offering and has not allocated a specific portion of the proceeds to any particular use. For a discussion of our business reasons for undertaking the conversion, see "The Conversion—Reasons for the Conversion."

Our Dividend Policy

        We have not yet determined whether we will pay a dividend on the common stock. After the conversion, we will consider a policy of paying regular cash dividends. In addition, the board of directors may declare and pay periodic special cash dividends in addition to, or in lieu of, regular cash dividends. In determining whether to declare or pay any dividends, whether regular or special, the board of directors will take into account Hampden Bancorp's financial condition and results of operations, tax considerations, capital requirements, industry standards and economic conditions. The regulatory restrictions that affect the payment of dividends by Hampden Bank to Hampden Bancorp discussed below will also be considered. Hampden Bancorp cannot guarantee that it will pay dividends or that, if paid, Hampden Bancorp will not reduce or eliminate dividends in the future. If Hampden Bancorp issues preferred stock, the holders of the preferred stock may have dividend preferences over the holders of common stock.

        Dividends from Hampden Bancorp may depend, in part, upon receipt of dividends from Hampden Bank because Hampden Bancorp will have no source of income other than dividends from Hampden Bank and earnings from investment of net proceeds from the offering retained by Hampden Bancorp. Massachusetts banking law and FDIC regulations limit distributions from Hampden Bank to Hampden Bancorp. For example, Hampden Bank could not pay dividends if it were not in compliance with applicable regulatory capital requirements. See "Regulation and Supervision—Massachusetts Bank Regulation—Dividends" and "—Federal Bank Regulation—Prompt Corrective Regulatory Action." In addition, Hampden Bancorp is subject to the Federal Reserve Board's policy that dividends should be paid only out of current earnings and only if the prospective rate of earnings retention by Hampden

35

Bancorp appears consistent with its capital needs, asset quality and overall financial condition. See "Regulation and Supervision—Holding Company Regulation."

Market for the Common Stock

        We have not previously issued common stock and there is currently no established market for the common stock. We have applied to have our common stock quoted on the Nasdaq Global Market under the symbol "HBNK" after completion of the offering. Keefe, Bruyette & Woods, Inc. has informed us that it intends to become a market maker in our common stock following the conversion, but is under no obligation to do so. We cannot assure you that other market makers will be obtained or that an active and liquid trading market for the common stock will develop or, if developed, will be maintained.

        The development of a public market having the desirable characteristics of depth, liquidity and orderliness depends on the existence of willing buyers and sellers, the presence of which is not within our control or that of any market maker. The number of active buyers and sellers of our common stock at any particular time may be limited, which may have an adverse effect on the price at which our common stock can be sold. There can be no assurance that persons purchasing the common stock will be able to sell their shares at or above the $10.00 price per share in the offering. Purchasers of our common stock should have a longer term investment intent and should recognize that there may be a limited trading market in the common stock.

36

Capitalization

        The following table presents the historical capitalization of Hampden Bancorp, MHC at June 30, 2006 and the capitalization of Hampden Bancorp reflecting the offering (referred to as "pro forma" information). The pro forma capitalization gives effect to the assumptions listed under "Pro Forma Data," based on the sale of the number of shares of common stock indicated in the table. This table does not reflect the issuance of additional shares under the proposed equity incentive plan. A change in the number of shares to be issued in the offering may materially affect pro forma capitalization. Hampden Bancorp is offering its common stock on a best efforts basis. Hampden Bancorp must sell a minimum of 4,866,250 shares to complete the offering.

						Hampden Bancorp Pro Forma Capitalization Based Upon the Sale of
			Hampden Bancorp, MHC Capitalization as of June 30, 2006
						4,866,250 Shares at $10.00 Per Share			5,725,000 Shares at $10.00 Per Share			6,583,750 Shares at $10.00 Per Share			7,571,313 Shares at $10.00 Per Share
			(Dollars in Thousands, except per share data)
Deposits(1)			$	322,714		$	322,714		$	322,714		$	322,714		$	322,714
Borrowings				111,059			111,059			111,059			111,059			111,059
Total deposits and borrowed funds			$	433,773		$	433,773		$	433,773		$	433,773		$	433,773
Stockholders' equity:
	Preferred stock:
		5,000,000 shares, $0.01 par value per share, authorized; shares to be issued as reflected
	Common stock:
		25,000,000 shares, $0.01 par value per share, authorized; specified number of shares assumed to be issued and outstanding(2)		0			51			60			69			79
Additional paid-in capital				0			49,484			58,412			67,342			77,610
Retained earnings(3)				33,627			33,627			33,627			33,627			33,627
Accumulated other comprehensive income				(2,353	)		(2,353	)		(2,353	)		(2,353	)		(2,353	)
Less:
	New foundation contribution expense, net(4)			0			(1,581	)		(1,862	)		(2,140	)		(2,461	)
	Common stock acquired by employee stock ownership plan(5)			0			(4,088	)		(4,809	)		(5,530	)		(6,360	)
	Common stock to be acquired by equity incentive plan(6)			0			(2,044	)		(2,405	)		(2,765	)		(3,180	)
	Total stockholders' equity		$	31,274		$	73,096		$	80,670		$	88,250		$	96,962

(1)

Does not reflect withdrawals from deposit accounts for the purchase of common stock in the offering. Withdrawals to purchase common stock will reduce pro forma deposits by the amounts of the withdrawals.

(2)

Reflects total issued and outstanding shares of 5,109,563, 6,011,250, 6,912,938 and 7,949,878 at the minimum, midpoint, maximum and 15% above the maximum of the offering range, respectively. Issued and outstanding shares include shares sold in the offering and contributed to Hampden Bank Charitable Foundation.

(3)

Retained earnings are restricted by applicable regulatory capital requirements.

37

(4)

Represents the expense, net of tax, of the contribution of common stock to Hampden Bank Charitable Foundation based on an estimated federal and state tax rate of 35.0%. The actual rate experienced by Hampden Bancorp may vary. The realization of the tax benefit is limited annually to 10.0% of our annual taxable income. However, for federal and state tax purposes, we can carry forward any unused portion of the deduction for five years following the year in which the contribution is made.

(5)

Assumes that the employee stock ownership plan will acquire a number of shares equal to 8.0% of the sum of the shares sold in the offering plus the number of shares contributed to Hampden Bank Charitable Foundation, with funds borrowed from Hampden Bancorp or from a subsidiary capitalized by Hampden Bancorp. Under accounting principles generally accepted in the United States, the amount of common stock to be purchased by the employee stock ownership plan represents unearned compensation and is, accordingly, reflected as a reduction of equity. As shares are released to plan participants' accounts, a corresponding reduction in the charge against equity will occur. Since the funds are borrowed from Hampden Bancorp or from a subsidiary capitalized by Hampden Bancorp, the borrowing will be eliminated in consolidation and no liability or interest expense will be reflected in the financial statements of Hampden Bancorp. See "Pro Forma Data" and "Our Management—Benefit Plans—Employee Stock Ownership Plan."

(6)

Assumes the purchase in the open market at $10.00 per share, under the proposed equity incentive plan, of a number of shares equal to the sum of 4% of the shares of common stock sold in the offering plus the number of shares contributed to Hampden Bank Charitable Foundation. The shares are reflected as a reduction of stockholders' equity. The equity incentive plan will be submitted to stockholders for approval at a meeting following the conversion. See "Risk Factors—Risks Related to this Offering—Issuance of shares for benefit programs may dilute your ownership interest," "Pro Forma Data" and "Our Management—Benefit Plans—Stock-Based Incentive Plan."

38

Regulatory Capital Compliance

        At June 30, 2006, each of Hampden Bancorp, MHC and Hampden Bank exceeded all regulatory capital requirements to be considered a "well capitalized" institution. At June 30, 2006, Hampden Bancorp, Inc. was not organized and was not subject to regulatory capital requirements. The following tables present the capital positions relative to their regulatory capital requirements at June 30, 2006, on a historical basis for Hampden Bancorp, MHC and on a pro forma basis for Hampden Bancorp, Inc. For purposes of the table, the amount expected to be borrowed by the employee stock ownership plan and the cost of the shares expected to be awarded under the equity incentive plan as restricted stock (8% and 4%, respectively, of the sum of the shares sold in the offering plus the number of shares contributed to Hampden Bank Charitable Foundation, at an assumed price of $10.00 per share) are deducted from pro forma regulatory capital. For a discussion of the assumptions underlying the pro forma capital calculations presented below, see "Use of Proceeds," "Capitalization" and "Pro Forma Data." For a discussion of the capital standards applicable to Hampden Bancorp and Hampden Bank, see "Regulation and Supervision—Federal Bank Regulation—Capital Requirements."

Hampden Bancorp

						Hampden Bancorp, Inc. Pro Forma at June 30, 2006
		Hampden Bancorp, MHC Historical at June 30, 2006				Minimum of Offering Range				Midpoint of Offering Range				Maximum of Offering Range				15% Above Maximum of Offering Range
		Amount		Percent of Assets(1)		Amount		Percent of Assets		Amount		Percent of Assets		Amount		Percent of Assets		Amount		Percent of Assets
		(Dollars in Thousands)
GAAP equity		$	31,274	6.67	%	$	73,096	14.32	%	$	80,672	15.57	%	$	88,250	16.79	%	$	96,963	18.14	%
Tier 1 capital to average assets:
	Capital level(2)		33,505	7.26			75,327	14.97			82,903	16.24			90,481	17.46			99,194	18.83
	Requirement		18,448	4.00			20,121	4.00			20,424	4.00			20,727	4.00			21,076	4.00
	Excess	$	15,057	3.26	%	$	55,206	10.97	%	$	62,479	12.24	%	$	69,754	13.46	%	$	78,118	14.83	%
Tier 1 capital to risk-weighted assets:
	Capital level(2)(3)		33,505	10.18			75,327	22.32			82,903	24.45			90,481	26.57			99,194	28.98
	Requirement		19,750	6.00			20,252	6.00			20,342	6.00			20,433	6.00			20,538	6.00
	Excess	$	13,755	4.18	%	$	55,075	16.32	%	$	62,561	18.45	%	$	70,048	20.57	%	$	78,656	22.98	%
Total capital to risk-weighted assets:
	Capital level(3)		37,200	11.30			79,022	23.41			86,598	25.54			94,176	27.65			102,889	30.06
	Requirement		26,333	8.00			27,002	8.00			27,123	8.00			27,244	8.00			27,384	8.00
	Excess	$	10,867	3.30	%	$	52,020	15.41	%	$	59,475	17.54	%	$	66,932	19.65	%	$	75,505	22.06	%

(1)

Based on average assets of $461.2 million and risk-weighted assets of $329.2 million, respectively, at June 30, 2006.

(2)

A portion of the unrealized gains on available-for-sale securities accounts for the difference between capital calculated under accounting principles generally accepted in the United States and Tier 1 capital. See note 14 of the notes to consolidated financial statements for additional information.

(3)

Pro forma amounts and percentages assume net proceeds are invested in assets that carry a 20% risk-weighting.

39

Hampden Bank

						Pro Forma at June 30, 2006
		Historical at June 30, 2006				Minimum of Offering Range				Midpoint of Offering Range				Maximum of Offering Range				15% Above Maximum of Offering Range
		Amount		Percent of Assets (1)		Amount		Percent of Assets		Amount		Percent of Assets		Amount		Percent of Assets		Amount		Percent of Assets
		(Dollars in Thousands)
GAAP equity		$	31,174	6.65	%	$	49,445	10.16	%	$	52,767	10.77	%	$	56,090	11.37	%	$	59,911	12.05	%
Tier 1 capital to average assets:
	Capital level(2)		33,405	7.24			51,676	10.78			54,998	11.39			58,321	12.00			62,142	12.68
	Requirement		18,448	4.00			19,179	4.00			19,312	4.00			19,445	4.00			19,597	4.00
	Excess	$	14,957	3.24	%	$	32,497	6.78	%	$	35,686	7.39	%	$	38,876	8.00	%	$	42,545	8.68	%
Tier 1 capital to risk- weighted assets:
	Capital level(2)(3)		33,405	10.15			51,676	15.53			54,998	16.49			58,321	17.45			62,142	18.55
	Requirement		19,750	6.00			19,969	6.00			20,009	6.00			20,049	6.00			20,095	6.00
	Excess	$	13,655	4.15	%	$	31,707	9.53	%	$	34,989	10.49	%	$	38,272	11.45	%	$	42,047	12.55	%
Total capital to risk-weighted assets:
	Capital level(3)		37,100	11.27			55,371	16.64			58,693	17.60			62,016	18.56			65,837	19.66
	Requirement		26,333	8.00			26,625	8.00			26,678	8.00			26,732	8.00			26,793	8.00
	Excess	$	10,767	3.27	%	$	28,746	8.64	%	$	32,015	9.60	%	$	35,284	10.56	%	$	39,044	11.66	%

(1)

Based on average assets of $461.2 million and risk-weighted assets of $329.2 million, respectively, at June 30, 2006.

(2)

A portion of the unrealized gains on available-for-sale securities accounts for the difference between capital calculated under accounting principles generally accepted in the United States and Tier 1 capital. See note 14 of the notes to consolidated financial statements for additional information.

(3)

Pro forma amounts and percentages assume net proceeds are invested in assets that carry a 20% risk-weighting.

40

Pro Forma Data

        The following tables show information about our net income and stockholders' equity reflecting the conversion. The information provided illustrates our pro forma net income and stockholders' equity based on the sale of common stock at the minimum of the offering range, the midpoint of the offering range, the maximum of the offering range and 15% above the maximum of the offering range. The actual net proceeds from the sale of the common stock cannot be determined until the conversion is completed. Net proceeds indicated in the following tables are based upon the following assumptions:

•

All shares of stock will be sold in the subscription and community offerings;



•

Our employee stock ownership plan will purchase that number of shares equal to 8.0% of the sum of the shares sold in the offering plus the number of shares contributed to Hampden Bank Charitable Foundation, with a loan from Hampden Bancorp or a subsidiary capitalized by Hampden Bancorp that will be repaid in equal installments over a period of 15 years;



•

Keefe, Bruyette & Woods, Inc. will receive (i) a fee equal to 1% of the aggregate purchase price of common stock sold in the subscription offering and the community offering, if any, except that no fee will be paid with respect to shares contributed to the charitable foundation or purchased by the employee stock ownership plan or by our officers, directors and employees and members of their immediate families, (ii) an advisory and conversion services fee of $50,000 (which will be credited against fees payable under clause (i) above) and (iii) reimbursement of legal fees and other expenses of $65,000;



•

Total expenses of the offering, excluding fees paid to Keefe, Bruyette & Woods, Inc., will be $1,117,060; and



•

We will make a charitable contribution of a number of shares of Hampden Bancorp common stock equal to 5.0% of the shares sold in the offering, with an assumed value of $10.00 per share. The number of shares contributed to the foundation would equal 243,313, 286,250, 329,188 and 378,566 at the minimum, midpoint, maximum and 15% above the maximum of the offering range, respectively.

        Actual expenses may vary from this estimate, and the fees paid will depend upon whether a syndicate of broker-dealers or other means is necessary to sell the shares (which would increase offering expenses), and other factors.

        Pro forma net income for the year ended June 30, 2006 has been calculated as if the conversion was completed at the beginning of the period, and the net proceeds had been invested at 5.21% for the year ended June 30, 2006, which represents the one-year treasury rate on that date. A pro forma after-tax return of 3.39% is used for the year ended June 30, 2006, after giving effect to a combined estimated federal and state income tax rate of 35.0% for each period. The actual rate experienced by Hampden Bancorp may vary. Historical and pro forma per share amounts have been calculated by dividing historical and pro forma amounts by the number of shares of common stock indicated in the tables.

        When reviewing the following tables, you should consider the following:

•

The final column gives effect to a 15% increase in the offering range, which may occur without any further notice if RP Financial increases its appraisal to reflect the results of this offering, changes in our financial condition or results of operations or changes in market or economic conditions after the offering begins or due to regulatory considerations. See "The Conversion—How We Determined the Offering Range and the $10.00 Purchase Price."



•

Since funds on deposit at Hampden Bank may be withdrawn to purchase shares of common stock, the amount of funds available for investment will be reduced by the amount of

41

withdrawals for stock purchases. The pro forma tables do not reflect withdrawals from deposit accounts.

•

Historical per share amounts have been computed as if the shares of common stock expected to be issued in the conversion had been outstanding at the beginning of the period covered by the table. However, neither historical nor pro forma stockholders' equity has been adjusted to reflect the investment of the estimated net proceeds from the sale of the shares in the conversion, the additional employee stock ownership plan expense or the proposed equity incentive plan.



•

Pro forma stockholders' equity ("book value") represents the difference between the stated amounts of our assets and liabilities. Book value amounts do not represent fair market values or amounts available for distribution to stockholders in the unlikely event of liquidation. The amounts shown do not reflect the federal income tax consequences of the restoration to income of Hampden Bank's special bad debt reserves for income tax purposes, which would be required in the unlikely event of liquidation. See "Federal and State Taxation."



•

The amounts shown as pro forma stockholders' equity per share do not represent possible future price appreciation of Hampden Bancorp's common stock.



•

The pro forma tables do not reflect the impact of the new expenses we expect to incur as a result of our expansion strategy and our operating as a public company.

        The following pro forma data, based on Hampden Bancorp, MHC's equity at June 30, 2006 and net income for the year ended June 30, 2006, may not represent the actual financial effects of the conversion or our operating results after the conversion. The pro forma data rely exclusively on the assumptions outlined above and in the notes to the pro forma tables. The pro forma data does not represent the fair market value of our common stock, the current fair market value of our assets or liabilities or the amount of money that would be available for distribution to stockholders if we are liquidated after the conversion.

42

        We are offering our common stock on a best efforts basis. Hampden Bancorp must sell a minimum of 4,866,250 shares to complete the offering.

			Year Ended June 30, 2006
			Minimum of Offering Range			Midpoint of Offering Range			Maximum of Offering Range			15% Above Maximum of Offering Range
			4,866,250 Shares at $10.00 Per Share			5,725,000 Shares at $10.00 Per Share			6,583,750 Shares at $10.00 Per Share			7,571,313 Shares at $10.00 Per Share
			(Dollars in Thousands, except per share amounts)
Gross proceeds			$	48,663		$	57,250		$	65,838		$	75,713
Less: estimated offering expenses				(1,561	)		(1,640	)		(1,718	)		(1,809	)
Estimated net proceeds				47,102			55,610			64,120			73,904
Less: common stock acquired by employee stock ownership plan(1)				(4,088	)		(4,809	)		(5,530	)		(6,360	)
Less: common stock to be acquired by equity incentive plan(2)				(2,044	)		(2,405	)		(2,765	)		(3,180	)
	Net investable proceeds		$	40,970		$	48,396		$	55,825		$	64,364
Pro Forma Net Income:
Pro forma net income(3):
	Historical		$	1,020		$	1,020		$	1,020		$	1,020
	Pro forma income on net investable proceeds(4)			1,387			1,639			1,890			2,180
	Less: pro forma employee stock ownership plan adjustments(1)			(177	)		(208	)		(240	)		(276	)
	Less: pro forma restricted stock award expense(2)			(266	)		(313	)		(359	)		(413	)
	Less: pro forma stock option expense(5)			(386	)		(454	)		(522	)		(601	)
		Pro forma net income	$	1,578		$	1,684		$	1,789		$	1,910
Pro forma net income per share(3):
	Historical		$	0.22		$	0.18		$	0.16		$	0.14
	Pro forma income on net investable proceeds			0.29			0.29			0.30			0.30
	Less: pro forma employee stock ownership plan adjustments(1)			(0.04	)		(0.04	)		(0.04	)		(0.04	)
	Less: pro forma restricted stock award expense(2)			(0.06	)		(0.06	)		(0.06	)		(0.06	)
	Less: pro forma stock option expense(5)			(0.08	)		(0.08	)		(0.08	)		(0.08	)
		Pro forma net income per share	$	0.33		$	0.29		$	0.28		$	0.26
Offering price as a multiple of pro forma net income per share				30.30x			34.48x			35.71x			38.46x
Number of shares used to calculate pro forma net income per share(6)				4,728,049			5,562,410			6,396,772			7,356,287
Pro Forma Stockholders' Equity:
Pro forma stockholders' equity (book value)(5):
	Historical		$	31,274		$	31,274		$	31,274		$	31,274
	Estimated net proceeds			47,102			55,610			64,120			73,904
	Plus: Tax benefit of contribution to foundation			852			1,002			1,152			1,325
	Less: common stock acquired by employee stock ownership plan(1)			(4,088	)		(4,809	)		(5,530	)		(6,360	)
	Less: common stock to be acquired by equity incentive plan(2)			(2,044	)		(2,405	)		(2,765	)		(3,180	)
		Pro forma stockholders' equity	$	73,096		$	80,672		$	88,251		$	96,963
Pro forma stockholders' equity per share(5):
	Historical		$	6.12		$	5.20		$	4.52		$	3.93
	Estimated net proceeds			9.22			9.25			9.28			9.30
	Plus: Tax benefit of contribution to foundation			0.17			0.17			0.17			0.17
	Less: common stock acquired by employee stock ownership plan(1)			(0.80	)		(0.80	)		(0.80	)		(0.80	)
	Less: common stock to be acquired by equity incentive plan(2)			(0.40	)		(0.40	)		(0.40	)		(0.40	)
		Pro forma stockholders' equity per share	$	14.31		$	13.42		$	12.77		$	12.20
Offering price as a percentage of pro forma stockholders' equity per share				69.89	%		74.52	%		78.31	%		81.97	%
Number of shares used to calculate pro forma stockholders' equity per share(6)				5,109,563			6,011,250			6,912,938			7,949,878

(footnotes on following page)

43

(1)

Assumes that the employee stock ownership plan will acquire that number of shares equal to 8.0% of the sum of the number of shares sold in the offering plus the number of shares contributed to Hampden Bank Charitable Foundation (408,765, 480,900, 553,035, and 635,990 shares at the minimum, midpoint, maximum and 15% above the maximum of the offering range, respectively). The employee stock ownership plan will borrow the funds used to acquire these shares from the net proceeds from the conversion retained by Hampden Bancorp or from a subsidiary capitalized by Hampden Bancorp. The amount of this borrowing has been reflected as a reduction from gross proceeds to determine estimated net investable proceeds. This borrowing will have an interest rate equal to the prime rate as published in The Wall Street Journal, which is currently 5.21%, and a term of 15 years. Hampden Bank intends to make contributions to the employee stock ownership plan in amounts at least equal to the principal and interest requirement of the debt. Interest income that Hampden Bancorp will earn on the loan will offset the interest paid on the loan by Hampden Bank. As the debt is paid down, shares will be released for allocation to participants' accounts and stockholders' equity will be increased.

The adjustment to pro forma net income for the employee stock ownership plan reflects the after-tax compensation expense associated with the plan. Applicable accounting principles require that compensation expense for the employee stock ownership plan be based upon shares committed to be released and that unallocated shares be excluded from earnings per share computations. An equal number of shares 1/15 of the total, based on a 15-year loan) will be released each year over the term of the loan. The employee stock ownership plan has the ability to prepay its loan which would result in accelerated allocations and increased compensation expense. The valuation of shares committed to be released would be based upon the average market value of the shares during the year, which, for purposes of this calculation, was assumed to be equal to the $10.00 per share purchase price. If the average market value per share is greater than $10.00 per share, total employee stock ownership plan expense would be greater. See "Our Management—Benefit Plans—Employee Stock Ownership Plan."

(2)

Assumes that Hampden Bancorp will purchase in the open market a number of shares equal to 4% of the sum of the shares sold in the offering and those contributed to Hampden Bank Charitable Foundation (204,383, 240,450, 276,518 and 317,995 shares at the minimum, midpoint, maximum and 15% above the maximum of the offering range, respectively) that will be reissued as restricted stock awards under an equity incentive plan to be adopted following the conversion. Repurchases will be funded with cash on hand at Hampden Bancorp or with dividends paid to Hampden Bancorp by Hampden Bank. The cost of these shares has been reflected as a reduction from gross proceeds to determine estimated net investable proceeds. In calculating the pro forma effect of the restricted stock awards, it is assumed that the required stockholder approval has been received, that the shares used to fund the awards were acquired at the beginning of the respective period and that the shares were acquired at the $10.00 per share purchase price. The issuance of authorized but unissued shares of the common stock instead of shares repurchased in the open market would dilute the ownership interests of existing stockholders by approximately 3.85%.

The adjustment to pro forma net income for the restricted stock awards reflects the after-tax compensation expense associated with the awards. It is assumed that the fair market value of a share of Hampden Bancorp common stock was $10.00 at the time the awards were made, that shares of restricted stock issued under the equity incentive plan vest 20% per year, that compensation expense is recognized on a straight-line basis over each vesting period so that 20% of the value of the shares awarded was an amortized expense during each year, and that the combined estimated federal and state income tax rate was 35.0%. If the fair market value per share is greater than $10.00 per share on the date shares are awarded under the equity incentive plan, total equity incentive plan expense would be greater.

(3)

The data provided does not give effect to the non-recurring expense that will be recognized in fiscal 2007 as a result of the contribution of common stock to Hampden Bank Charitable Foundation.

The following table shows the estimated after-tax expense associated with the contribution to the foundation, as well as pro forma net income (loss) and pro forma net income (loss) per share assuming the contribution to the foundation was expensed during the periods presented.

		Minimum of Offering Range			Midpoint of Offering Range			Maximum of Offering Range			15% Above Maximum of Offering Range
		(Dollars in thousands, except per share amounts)
After-tax expense of contribution to foundation:
	Year ended June 30, 2006	$	(1,582	)	$	(1,861	)	$	(2,140	)	$	(2,461	)
Pro forma net income (loss):
	Year ended June 30, 2006	$	(4	)	$	(177	)	$	(351	)	$	(551	)
Pro forma net income (loss) per share:
	Year ended June 30, 2006	$	(0.00	)	$	(0.03	)	$	(0.05	)	$	(0.07	)

44

The pro forma data assume that we will realize 100% of the income tax benefit as a result of the contribution to the foundation based on an estimated 35.0% tax rate. The realization of the tax benefit is limited annually to 10.0% of our annual taxable income. However, for federal tax purposes, we can carry forward any unused portion of the deduction for five years following the year in which the contribution is made.

(4)

Pro forma income on net investable proceeds is equal to the net proceeds less the cost of acquiring shares in the open market at the $10.00 per share purchase price to fund the employee stock ownership plan and the restricted stock awards under an equity incentive plan multiplied by the after-tax reinvestment rate. The after-tax reinvestment rate is equal to 3.39% based on the following assumptions: combined estimated federal and state income tax rate of 35.0% and a pre-tax reinvestment rate of 5.21%.

(5)

The adjustment to pro forma net income for stock options reflects the after-tax compensation expense associated with the stock options that may be granted under the equity incentive plan to be adopted following the offering. If the equity incentive plan is approved by stockholders, a number of shares equal to 10% of the number of shares sold in the offering and contributed to Hampden Bank Charitable Foundation (510,956, 601,125, 691,294 and 794,988 shares at the minimum, midpoint, maximum and 15% above the maximum of the offering range, respectively) will be reserved for future issuance upon the exercise of stock options that may be granted under the plan. Using the Black-Scholes option-pricing formula, the options are assumed to have a value of $4.14 each option, based on the following assumptions: exercise price, $10.00; trading price on date of grant, $10.00; dividend yield, 0%; expected life, 10 years; expected volatility, 11.89%; and risk-free interest rate, 5.15%. Because there currently is no market for Hampden Bancorp common stock, the assumed expected volatility is based on the SNL Thrift Index. The dividend yield is assumed to be 0% because there is no history of dividend payments and the board of directors has not expressed an intention to commence dividend payments upon completion of the offering. It is assumed that stock options granted under the equity incentive plan vest 20% per year, that compensation expense is recognized on a straight-line basis over each vesting period so that 20% of the value of the options awarded was an amortized expense during each year, that 25% of the options awarded are non-qualified options and that the combined estimated federal and state income tax rate was 35.0%. If the fair market value per share is different than $10.00 per share on the date options are awarded under the equity incentive plan, or if the assumptions used in the option-pricing formula are different from those used in preparing this pro forma data, the value of the stock options and the related expense would be different. Applicable accounting standards do not prescribe a specific valuation technique to be used to estimate the fair value of employee stock options. Hampden Bancorp may use a valuation technique other than the Black-Scholes option-pricing formula and that technique may produce a different value. The issuance of authorized but unissued shares of common stock to satisfy option exercises instead of shares repurchased in the open market would dilute the ownership interests of existing stockholders by approximately 9.09%.

(6)

The number of shares used to calculate pro forma net income per share is equal to the total number of shares to be outstanding upon completion of the conversion, less the number of shares purchased by the employee stock ownership plan not committed to be released within one year following the conversion. The number of shares used to calculate pro forma stockholders' equity per share is equal to the total number of shares to be outstanding upon completion of the conversion.

45

Comparison of Independent Valuation and Pro Forma Financial
Information With and Without the Foundation

        As set forth in the following table, if we do not establish and fund Hampden Bank Charitable Foundation as part of the offering, RP Financial estimates that our pro forma valuation would be greater, which would have resulted in an increase in the amount of common stock offered for sale in the offering. If the foundation were not established, there is no assurance that the updated appraisal that RP Financial will prepare at the closing of the offering would conclude that our pro forma market value would be the same as the estimate set forth in the table below. The updated appraisal will be based on the facts and circumstances existing at that time, including, among other things, market and economic conditions.

        The information presented in the following table is for comparative purposes only. It assumes that the offering was completed at June 30, 2006, based on the assumptions set forth under "Pro Forma Data."

		At the Minimum of Estimated Valuation Range						At the Midpoint of Estimated Valuation Range						At the Maximum of Estimated Valuation Range						At 15% Above the Maximum of Estimated Valuation Range
		With Foundation			No Foundation			With Foundation			No Foundation			With Foundation			No Foundation			With Foundation			No Foundation
		(Dollars in Thousands, except per share amounts)
Estimated offering amount(1)		$	48,663		$	54,400		$	57,250		$	64,000		$	65,838		$	73,600		$	75,713		$	84,640
Pro forma market capitalization(2)			51,096			54,400			60,113			64,000			69,129			73,600			79,499			84,640
Pro forma total assets(3)			510,298			514,732			517,874			523,092			525,452			531,452			534,165			541,065
Pro forma total liabilities(4)			437,512			437,512			437,512			437,512			437,512			437,512			437,512			437,512
Pro forma stockholders' equity			73,096			77,530			80,672			85,890			88,250			94,250			96,963			103,863
Pro forma net income(5)			1,578			1,703			1,684			1,831			1,789			1,959			1,910			2,106
Pro forma stockholders' equity per share			14.31			14.25			13.42			13.42			12.77			12.81			12.20			12.27
Pro forma net income per share			0.33			0.33			0.29			0.30			0.28			0.28			0.26			0.26
Pro Forma Pricing Ratios:
	Offering price as a percentage of pro forma stockholders' equity		69.88	%		70.18	%		74.52	%		74.52	%		78.31	%		76.08	%		81.97	%		81.50	%
	Offering price as a multiple of pro forma net income per share (annualized)		30.30	x		30.30	x		34.48	x		33.33	x		35.71	x		35.71	x		38.46	x		38.46	x
	Offering price to assets(6)		10.01	%		10.57	%		11.61	%		12.23	%		13.16	%		13.85	%		14.88	%		15.64	%
Pro Forma Financial Ratios:
	Return on assets (annualized)(7)		0.31	%		0.33	%		0.33	%		0.35	%		0.34	%		0.37	%		0.36	%		0.39	%
	Return on stockholders' equity (annualized)(8)		2.16	%		2.20	%		2.09	%		2.13	%		2.03	%		2.08	%		1.97	%		2.03	%
	Stockholders' equity to total assets		14.32	%		15.06	%		15.58	%		16.42	%		16.80	%		17.73	%		18.15	%		19.20	%

(1)

Based on independent valuation prepared by RP Financial as of September 1, 2006.

46

(2)

Pro forma market capitalization is equal to the amount of the gross proceeds plus the value of the common stock issued to the foundation.

(3)

Pro forma assets are equal to Hampden Bancorp, MHC's total assets at June 30, 2006 plus estimated net proceeds and the tax benefit created by the foundation.

(4)

Pro forma total liabilities are equal to Hampden Bancorp, MHC's total liabilities at June 30, 2006.

(5)

Reflects pro forma net earnings for the twelve months ended June 30, 2006.

(6)

Offering price to assets is equal to pro forma market capitalization as a percentage of pro forma total assets at June 30, 2006.

(7)

If the contribution to the foundation had been expensed during the year ended June 30, 2006, pro forma return on assets would have been (0.00)%, (0.03)%, (0.07)% and (0.10)%, respectively, at the minimum, midpoint, maximum and 15% above the maximum of the offering range.

(8)

If the contribution to the foundation had been expensed during the year ended June 30, 2006, pro forma return on stockholder's equity would have been (0.00)%, (0.22)%, (0.40)% and (0.57)%, respectively, at the minimum, midpoint, maximum and 15% above the maximum of the offering range.

47

Management's Discussion and Analysis of Financial Condition and Results of Operations

        This section is intended to help potential investors understand the financial performance of Hampden Bancorp, MHC and its subsidiary through a discussion of the factors affecting our financial condition at June 30, 2006 and June 30, 2005 and our consolidated results of operations for the years ended June 30, 2006, 2005 and 2004. This section should be read in conjunction with the consolidated financial statements and notes to the consolidated financial statements that appear elsewhere in this prospectus.

        Following the completion of the reorganization and offering we anticipate that our non-interest expense will increase as a result of the increased costs associated with managing a public company, increased compensation expenses associated with the purchases of shares of common stock by our employee stock ownership plan, and the adoption of the equity incentive plan, if approved by Hampden Bancorp's stockholders, and the contribution of shares of Hampden Bancorp stock to the Hampden Bank Charitable Foundation.

Overview

        Income.    Hampden Bancorp's results of operations are dependent mainly on net interest income, which is the difference between the income earned on its loan and investment portfolios and interest expense incurred on its deposits and borrowed funds. Results of operations are also affected by fee income from banking and non-banking operations, provisions for loan losses, gains (losses) on sales of loans and securities available for sale, loan servicing income and other miscellaneous income.

        Expenses.    Hampden Bancorp's expenses consist primarily of compensation and employee benefits, office occupancy, technology, marketing, general administrative expenses and income tax expense.

        Results of operations are also significantly affected by general economic and competitive conditions, particularly with respect to changes in interest rates, government policies and actions of regulatory authorities. Future changes in applicable law, regulations or government policies may materially impact Hampden Bancorp's financial condition and results of operations. See "Risk Factors" beginning on page 23.

Critical Accounting Policies

        We consider accounting policies that require management to exercise significant judgment or discretion, or make significant assumptions that have or could have a material impact on the carrying value of certain assets or on income, to be critical accounting policies. We consider the following to be our critical accounting policies:

        Securities.    Debt securities that management has the positive intent and ability to hold to maturity are classified as "held to maturity" and recorded at amortized cost. Securities not classified as held to maturity or trading, including equity securities with readily determinable fair values, are classified as "available for sale" and recorded at fair value, with unrealized gains and losses excluded from earnings and reported in other comprehensive income/loss.

        Purchase premiums and discounts are amortized to earnings by the interest method over the terms of the securities. Declines in fair value of securities held to maturity and available for sale below their cost that are deemed to be other-than-temporary are reflected in earnings as realized losses. In estimating other-than-temporary impairment losses, management considers (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent and ability of Hampden Bank to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value. Gains and losses on disposition of securities are recorded on the trade date and determined using the specific identification method.

48

        Allowance for loan losses.    The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to earnings. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance.

        The allowance for loan losses is evaluated on a regular basis by management and is based upon management's periodic review of the collectibility of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower's ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.

        The allowance consists of allocated, general and unallocated components. The allocated component relates to loans that are classified as either doubtful, substandard or special mention. For such loans that are also classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan. The general component covers non-classified loans and is based on historical loss experience adjusted for qualitative factors. An unallocated component is maintained to cover uncertainties that could affect management's estimate of probable losses. The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating allocated and general losses in the portfolio.

        Income taxes.    Deferred tax assets and liabilities are reflected at currently enacted income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled. As changes in the tax laws or rates are enacted, deferred tax assets and liabilities are adjusted accordingly through the provision for income taxes. Hampden Bank's base amount of its federal income tax reserve for loan losses is a permanent difference for which there is no recognition of a deferred tax liability. However, the loan loss allowance maintained for financial reporting purposes is a temporary difference with allowable recognition of a related deferred tax asset, if it is deemed realizable.

Analysis of Net Interest Income

        Net interest income represents the difference between income on interest-earning assets and expense on interest-bearing liabilities. Net interest income depends upon the relative amounts of interest-earning assets and interest-bearing liabilities, and the interest rates earned or paid on them.

        The following tables set forth average balance sheets, average yields and costs, and certain other information for the periods indicated. All average balances are daily average balances. The yields set forth below include the effect of deferred fees, and discounts and premiums that are amortized or accreted to interest income or expense. Hampden Bank does not accrue interest on loans on non-accrual status, however, the balance of these loans is included in the total average balance, which has the effect of lowering average loan yields.

49

	Years Ended June 30,
	2006						2005						2004						2003						2002
	Average Outstanding Balance		Interest		Yield /Rate		Average Outstanding Balance		Interest		Yield /Rate		Average Outstanding Balance		Interest		Yield /Rate		Average Outstanding Balance		Interest		Yield /Rate		Average Outstanding Balance		Interest		Yield /Rate
	(Dollars in Thousands)
Interest-earning assets:
Loans—Net(1)	$	287,231	$	18,040	6.28	%	$	260,157	$	15,355	5.90	%	$	232,849	$	13,844	5.95	%	$	187,123	$	12,923	6.91	%	$	168,267	$	12,448	7.40	%
Investment securities		129,160		5,335	4.13	%		124,737		4,987	4.00	%		142,465		6,132	4.30	%		153,996		8,106	5.26	%		126,610		7,175	5.67	%
Fed Funds Sold		1,401		53	3.78	%		4,297		85	1.98	%		9,894		98	0.99	%		13,114		191	1.46	%		6,540		190	2.91	%
Total interest earning assets		417,792		23,428	5.61	%		389,191		20,427	5.25	%		385,208		20,074	5.21	%		354,233		21,220	5.99	%		301,417		19,813	6.57	%
Non-interest earning assets		25,219						24,103						24,455						19,381						16,540
Total assets	$	443,011					$	413,294					$	409,663					$	373,614					$	317,957
Interest-bearing liabilities:
Savings deposits	$	33,429		334	1.00	%	$	30,140		110	0.36	%	$	31,022		130	0.42	%	$	28,248		604	2.14	%	$	26,336		322	1.22	%
Money market		27,792		421	1.51	%		29,376		201	0.68	%		29,643		217	0.73	%		17,553		164	0.93	%		17,013		295	1.73	%
NOW and other checking accounts		57,573		226	0.39	%		61,437		224	0.36	%		63,416		305	0.48	%		61,944		628	1.01	%		54,545		793	1.45	%
Certificates of deposit		190,615		7,454	3.91	%		186,657		6,160	3.30	%		197,919		6,951	3.51	%		183,140		6,476	3.54	%		139,003		6,285	4.52	%
Total deposits		309,409		8,435	2.73	%		307,610		6,695	2.18	%		322,000		7,603	2.36	%		290,885		7,872	2.71	%		236,897		7,695	3.25	%
Borrowed funds		96,574		3,905	4.04	%		70,797		2,415	3.41	%		54,264		2,109	3.89	%		52,085		2,382	4.57	%		52,410		2,156	4.11	%
Total interest-bearing liabilities		405,983		12,340	3.04	%		378,407		9,110	2.41	%		376,264		9,712	2.58	%		342,970		10,254	2.99	%		289,307		9,851	3.41	%
Non-interest bearing liabilities		3,718						3,360						3,460						2,115						1,132
Total liabilities		409,701						381,767						379,724						345,085						290,439
Equity		33,310						31,527						29,939						28,529						27,518
Total Liabilities and equity	$	443,011					$	413,294					$	409,663					$	373,614					$	317,957
Net interest income			$	11,088					$	11,317					$	10,362					$	10,966					$	9,962
Net interest rate spread(2)					2.57	%					2.84	%					2.63	%					3.00	%					3.17	%
Net interest-earning assets(3)	$	11,809					$	10,784					$	8,944					$	11,263					$	12,110
Net interest margin(4)					2.65	%					2.91	%					2.69	%					3.10	%					3.31	%
Average interest-earning assets to interest-bearing liabilities					102.91	%					102.85	%					102.38	%					103.28	%					104.19	%

(1)

Includes loans held for sale.

(2)

Net interest rate spread represents the difference between the yield on interest-earning assets and the cost of interest-bearing liabilities for the period indicated.

(3)

Net interest-earning assets represents total interest-earning assets less total interest-bearing liabilities.

(4)

Net interest margin represents net interest income divided by average total interest-earning assets.

50

        The following table presents the dollar amount of changes in interest income and interest expense for the major categories of Hampden Bank's interest-earning assets and interest-bearing liabilities. Information is provided for each category of interest-earning assets and interest-bearing liabilities with respect to (i) changes attributable to changes in volume (i.e., changes in average balances multiplied by the prior-period average rate) and (ii) changes attributable to rate (i.e., changes in average rate multiplied by prior-period average balances).

	Years Ended June 30 2006 vs. 2005									Years Ended June 30 2005 vs. 2004									Years Ended June 30 2004 vs. 2003
	Increase (Decrease) Due to									Increase (Decrease) Due to									Increase (Decrease) Due to
							Total Increase (Decrease)									Total Increase (Decrease)									Total Increase (Decrease)
	Volume			Rate						Volume			Rate						Volume			Rate
	(Dollars in Thousands)
Interest-earning assets:
Loans—Net(1)	$	1,661		$	1,024		$	2,685		$	1,612		$	(101	)	$	1,511		$	2,878		$	(1,957	)	$	921
Investment securities		180			168			348			(729	)		(416	)		(1,145	)		(575	)		(1,399	)		(1,974	)
Interest-earning deposits		(79	)		47			(32	)		(76	)		63			(13	)		(40	)		(53	)		(93	)
Total interest-earning assets		1,762			1,239			3,001			807			(454	)		353			2,263			(3,409	)		(1,146	)
Interest-bearing liabilities:
Savings deposits		13			211			224			(4	)		(16	)		(20	)		54			(528	)		(474	)
Money market		(11	)		231			220			(2	)		(14	)		(16	)		94			(41	)		53
NOW accounts		(15	)		17			2			(9	)		(72	)		(81	)		15			(338	)		(323	)
Certificates of deposits		133			1,161			1,294			(384	)		(407	)		(791	)		519			(44	)		475
Total deposits		120			1,620			1,740			(399	)		(509	)		(908	)		682			(951	)		(269	)
Borrowed funds		987			503			1,490			586			(280	)		306			96			(369	)		(273	)
Total interest-bearing liabilities		1,107			2,123			3,230			187			(789	)		(602	)		778			(1,320	)		(542	)
Change in net interest income	$	655		$	(884	)	$	(229	)	$	620		$	335		$	955		$	1,485		$	(2,089	)	$	(604	)

(1)

Includes loans held for sale.

Comparison of Financial Condition at June 30, 2006 and June 30, 2005

        Total Assets.    Total assets increased by $49.2 million, or 11.7%, from $419.6 million at June 30, 2005 to $468.8 million at June 30, 2006. This increase was largely the result of an increase in loans, which was funded by a reduction in investment securities and an increase in borrowed funds.

        Cash and Short-term Investments.    Cash and correspondent bank balances increased by $6.1 million, or 69.5%, from $8.8 million at June 30, 2005 to $14.8 million at June 30, 2006, and short-term investments primarily consisting of money market mutual funds. Cash and short-term investments were increased to insure that Hampden Bank had sufficient liquidity to fund loan growth.

        Securities.    The investment portfolio aggregated $110.8 million at June 30, 2006 a decrease of $9.2 million, or (7.7%), from $119.9 million at June 30, 2005. Within the securities portfolio, government-sponsored enterprises increased by $10.6 million, or 80.7%. The increase in government-sponsored enterprises was primarily related to the purchase of approximately $18.0 million of government-sponsored enterprises maturing in approximately fifteen months. In total, approximately $20.0 million of government-sponsored enterprises will mature between August 15, 2007 and October 10, 2007. Mortgage-backed securities decreased $17.7, or (18.1%), from $98.2 million at June 30, 2005 to $80.4 million at June 30, 2006.

        Net Loans.    Including loans held for sale, net loans increased $48.9 million, or 18.2%, from $269.3 million at June 30, 2005 to $318.2 million at June 30, 2006. Residential mortgage loans increased $20.3 million, or 22.2%, Commercial real estate loans increased $2.9 million, or 3.2%, Home Equity

51

loans increased $10.4 million, or 19.4%, Construction loans increased $9.9 million, or 80.0%, Commercial loans increased $1.1 million, or 5.2%, Consumer loans increased $3.5 million, or 100.3% and Industrial Revenue Bonds decreased $153,000, or (9.1%).

        Deposits and Borrowed Funds.    Deposits increased from $311.2 million at June 30, 2005 to $322.7 million at June 30, 2006. Business and consumer checking accounts increased $4.5 million, or 16.2%, NOW accounts decreased $9.5 million or (27.9%), regular and other savings accounts increased $19.9 million, or 66.3%, money market accounts decreased $2.5 million, or (9.4%), and certificates of deposits remained relatively unchanged.

        Between August 15, 2007 and October 10, 2007, approximately $50.0 million of five-year add-on certificates of deposits will mature. The approximately $20 million of government-sponsored enterprises that will mature during such period will provide liquidity in the event that Hampden Bank does not retain a portion of these certificates of deposits.

        The increase of $19.9 million in regular savings and the decrease of $9.5 million in NOW accounts are primarily related to growth in the balances of MaxGold Super Saver accounts. In an effort to attract deposits in a very competitive market place, Hampden Bank began offering The MaxGold Super Savers account in February 2006. As of June 30, 2006 these accounts totaled $24.3 million with an average rate of 4.14%.

        Total Retained Earnings.    Retained earnings decreased by $755,000. Net Income increased retained earnings by $1.0 million. This increase was offset by an increase in the accumulated other comprehensive loss of $1.8 million.

Comparison of Operating Results For the Years Ended June 30, 2006 and June 30, 2005

        Net Income.    Net income decreased $800,000 or (43.9%) to $1.0 million for the year ended June 30, 2006 compared to $1.8 million for the year ended June 30, 2005. The decrease was primarily the result of a decrease in net interest income of $229,000, an increase in operating expenses of $1.1 million, which were offset in part by a decrease in the provision for loan losses of $50,000 and provision for income taxes of $491,000.

        Net Interest Income.    The tables on pages 50 and 51 set forth the components of Hampden Bank's net interest income, yields on interest-earning assets and interest-bearing liabilities, and the effect on net interest income arising from changes in volume and rate. Net interest income decreased $229,000, or (2.0%), from $11.3 million in the year ended June 30, 2005 to $11.1 million in the year ended June 30, 2006. The positive effects of an increase in volume of interest-earning assets and higher yields on interest-earning assets was more than offset by an increase in interest expense due to both an increase in volume of interest-bearing liabilities and increases in rates on interest-bearing liabilities. The increase in volume of interest-earning assets increased interest income by $1.8 million, while the increase in the volume of interest-bearing liabilities increased interest expense by $1.1 million. The changes in volume had the effect of increasing net interest income by $655,000. The increase in net interest income associated with volume was more than offset, however, by changes in rate, which had the effect of decreasing net interest income by $884,000. The increase in net interest income attributable to higher yields on interest-earning assets totaled $1.2 million compared to a $2.1 million decrease in net interest income attributable to higher rates on interest-bearing liabilities. Net interest margin decreased from 2.9% for the year ended June 30, 2005 to 2.6% for the year ended June 30, 2006. During fiscal 2006, while short-term market interest rates increased, longer-term market interest rates did not. As a consequence, changes in market rates disproportionately affected interest expense, as certain liability costs have risen faster than yields on earning assets. Management expects that the effect of the disproportionate increase in interest expense will continue for at least the remainder of

52

2006 and, together with continuing increased competition, will likely cause a further decrease in net interest margin during that period.

        Interest Income.    Interest income increased from $20.4 million for the year ended June 30, 2005 to $23.4 for the year ended June 30, 2006. This increase of $3.0 million, or 14.7% was due to increases in average balances and increases in rates. Interest income on loans increased by $2.7 million, or 17.5% and interest income on securities increased by $348,000, or 7.0%.

        Interest Expense.    Interest expense increased by $3.2 million, or 35.5%, from the year ended June 30, 2005 to the year ended June 30, 2006. Increases in average borrowing balances combined with increased interest costs on borrowings and deposits were the reason for this increase. Average deposit balances remained relatively unchanged while average rates increased from 2.18% to 2.73%. Average borrowings balances increased from $70.8 million to $96.6 million. The average rate on borrowings increased from 3.41% to 4.04% and the average rate on deposits increased from 2.18% to 2.73%.

        Provision for Loan Losses.    Hampden Bank's provision for loan losses decreased from $200,000 in 2005 to $150,000 in 2006. Net loan charge-offs for 2006 and 2005 were $99,000 and $27,000, respectively. The allowance for loan losses of $3.7 million at June 30, 2006 represented 1.2% of total loans, as compared to an allowance of $3.6 million, representing 1.3% of total loans at June 30, 2005. Our analysis of the adequacy of the allowance considers economic conditions, historical losses, and management's estimate of losses inherent in the portfolio. For further discussion of Hampden Bank's current methodology, please refer to "Our Business."

        Non-interest Income.    Total non-interest income remained relatively unchanged at $1.4 million in 2006 and 2005. There was a $118,000 decrease in gains realized on the sale of fixed rate residential mortgage loans sold into the secondary market in 2006. This decrease was offset partially by an increase of $70,000 in customer service fees and an increase in other non-interest income of $39,000.

        Non-interest Expense.    Non-interest expense increased $1.1 million, or 11.0%, to $11.1 million in 2006 as compared to $10.0 million in 2005. The increases were primarily attributable to increases in salaries and benefits of $745,000, occupancy expense of $176,000 and general expenses of $428,000. These increases were offset partially by a reduction in data processing expense of $67,000 and advertising expense of $186,000. Normal merit increases averaging 3.5% accounted for over half of the increase in salaries and benefits. In addition, approximately $318,000 of the salary and benefit increase was related to one-time adjustments to supplemental executive retirement and defined benefit plans.

        Income Taxes.    Income tax expense was $277,000 for the year ended June 30, 2006, a decrease of $491,000, or (64.0%), compared to $768,000 for the year ended June 30, 2005. The combined federal and state effective tax rate was 21.4% in 2006, compared to 29.7% in 2005. The decrease in the tax rate was due to the income on tax advantaged investments being higher as a percentage of pre-tax income than in previous years.

Comparison of Operating Results For the Years Ended June 30, 2005 and June 30, 2004

        Net Income.    Net income increased to $1.8 million in 2005 from $1.4 million in 2004. The primary reason for the increase in net income was an increase in net interest income of $1.0 million. This increase was the result of interest income increasing $353,000 and interest expense decreasing $602,000. The increase in net interest income was partly offset by a decrease in net securities gains of $491,000 and an increase in income taxes of $183,000.

53

        Net Interest Income.    The tables on pages 50 and 51 set forth the components of Hampden Bank's net interest income, yields on interest earning assets and interest bearing liabilities, and the effect on net interest income arising from changes in volume and rate. Net interest income increased from $10.4 million in the year ended June 30, 2004 to $11.3 million in 2005. The increase of $1.0 million, or 9.2%, was caused by an increase in average balances of net interest-earning assets combined with a decrease in average deposits, which were offset by increases in average balances of borrowings.

        Interest Income.    Interest income increased by $353,000, or 1.8%, to $20.4 million for 2005 from $20.1 million for the prior year. The increase was primarily related to increases in the average balance of loans, which increased from $232.8 million in 2004 to $260.2 million in 2005. The average yield on interest earning assets remained relatively unchanged increasing from 5.21% in 2004 to 5.25% in 2005.

        Interest Expense.    Interest expense declined $602,000, or 6.2%, from $9.7 million in 2004 to $9.1 million in 2005. Average balances for borrowings increased from $54.3 million in 2004 to $70.8 million in 2005. The increase in borrowings was necessitated because of the outflow in deposits and increases in loan balances. Average balances for deposit accounts decreased from $322.0 million in 2004 to $307.6 million in 2005. A 17 basis point decline in the average rate paid on interest-bearing liabilities, from 2.58% in 2004 to 2.41% in 2005 was responsible for the $1.0 million reduction in interest expense. This decline was partially offset by a $381,000 increase in interest expense caused by an increase in average interest bearing liabilities.

        Provision for Loan Losses.    Hampden Bank's provision for loan losses decreased $100,000 to $200,000 in 2005 from $300,000 in 2004. Our analysis of the adequacy of the allowance considers economic conditions, historical losses, and management's estimate of losses inherent in the portfolio. For further discussion of Hampden Bank's current methodology, please refer to "Our Business—Asset Quality" on page 69. The allowance for loan losses of $3.6 million at June 30, 2005 represented 1.4% of total loans, as compared to an allowance of $3.5 million, representing 1.4% of total loans at June 30, 2004.

        Non-interest Income.    Total non-interest income decreased from $1.8 million in 2004 to $1.4 million in 2005. This decrease of $385,000, or 21.1%, was primarily related to decreases in the gain on the sale of securities of $491,000 and a decrease in the income derived from Bank Owned Life Insurance of $87,000. These decreases were offset by an increase in gains on the sale of loans of $130,000 and customer service fees of $64,000.

        Non-interest Expense.    Non-interest expenses remained relatively unchanged from 2004 to 2005. Salaries and employee benefits expenses increased $178,000 and advertising expense increased by $156,000. These increases were partly offset by a decrease of $338,000 in other general and administrative expenses.

        Income Taxes.    Income tax expense was $768,000 for the year ended June 30, 2005, an increase of $183,000, or 31.3%, from $585,000 for the year ended June 30, 2004. This increase was related to an increase of $634,000, or 32.5%, in income before income taxes from 2004 to 2005. The effective tax rate remained relatively unchanged from 2004 to 2005. The effective tax rate for the year ended June 30, 2005 was 29.7% compared to 30.0% for the year ended June 30, 2004.

Quantitative and Qualitative Disclosures About Risk Management

        Management recognizes that taking and managing risk is fundamental to the business of banking. Through the development, implementation and monitoring of its policies with respect to risk management, Hampden Bank strives to measure, evaluate and mitigate the risks it faces. Management understands that an effective risk management system is critical to the safety and soundness of

54

Hampden Bank. Chief among the risks faced by Hampden Bank are credit risk, market risk including interest rate risk, liquidity risk, operational (transaction) risk and compliance risk.

        Within management, the responsibility for risk management rests with the General Counsel and the senior officers responsible for finance, lending, retail banking, marketing and human resources. The General Counsel and senior officers continually review the status of our risk management efforts, including reviews of internal and external audit findings, loan review findings, and the activities of the Asset/Liability Committee with respect to monitoring interest rate and liquidity risk. The General Counsel tracks any open items requiring corrective action with the goal of ensuring that each is addressed on a timely basis. The General Counsel reports all findings directly to the Audit Committee of the Board of Directors.

        Management of Credit Risk.    Hampden Bank considers credit risk to be the most significant risk it faces, in that it has the greatest potential to affect the financial condition and operating results of Hampden Bank. Credit risk is managed through a combination of policies established by the board of directors of Hampden Bank, the monitoring of compliance with these policies, and the periodic evaluation of loans in the portfolio, including those with problem characteristics. In general, Hampden Bank's policies establish maximums on the amount of credit that may be granted to a single borrower (including affiliates), the aggregate amount of loans outstanding by type in relation to total assets and capital, and loan concentrations. Collateral and debt service coverage ratios, approval limits and other underwriting criteria are also specified. Policies also exist with respect to performing periodic credit reviews, the rating of loans, when loans should be placed on non-performing status and factors that should be considered in establishing Hampden Bank's allowance for loan losses. Since June 30, 2004, there has been an increase in Hampden Bank's non-performing commercial loans. Non-performing commercial loans as a percentage of total commercial loans were 1.2% at June 30, 2004 as compared to 3.3% at June 30, 2006. For additional information, refer to "Our Business—Lending Activities," on page 63.

        Management of Market Risk.    Market risk is the risk of loss due to adverse changes in market prices and rates, and typically encompasses exposures such as sensitivity to changes in market interest rates, foreign currency exchange rates, and commodity prices. Hampden Bank has no exposure to foreign currency exchange or commodity price movements. Because net interest income is Hampden Bank's primary source of revenue, Hampden Bank's exposure to interest rate risk is significant.

        Interest rate risk is the exposure of Hampden Bank's net interest income to adverse movements in interest rates. Net interest income is affected by changes in interest rates as well as by fluctuations in the level and duration of Hampden Bank's assets and liabilities. Over and above the influence that interest rates have on net interest income, changes in rates may also affect the volume of lending activity, the ability of borrowers to repay variable rate loans, the volume of loan prepayments and refinancing, the flow and mix of deposits, and the market value of Hampden Bank's assets and liabilities.

        Exposure to interest rate risk is managed by Hampden Bank through periodic evaluations of the current interest rate risk inherent in its rate-sensitive assets and liabilities, coupled with determinations of the level of risk considered appropriate given Hampden Bank's capital and liquidity requirements, business strategy and performance objectives. Through such management, Hampden Bank seeks to manage the vulnerability of its net interest income to changes in interest rates.

        Strategies used by Hampden Bank to manage the potential volatility of its earnings may include:

•

Emphasizing the origination and retention of adjustable-rate mortgage loans, variable rate commercial loans and variable rate home equity lines of credit;



•

Investing in securities with relatively short maturities and/or expected average lives;

55

•

Classifying all of the investment portfolio as "available for sale" in order to provide for flexibility in liquidity management; and



•

Lengthening or shortening liabilities such as certificates of deposits and FHLB borrowings when appropriate.

        Hampden Bank's Asset/Liability Committee, comprised of senior management and two members of the board of directors, is responsible for managing interest rate risk. On a quarterly basis, the Committee reviews with the board of directors its analysis of Hampden Bank's exposure to interest rate risk, the effect that subsequent changes in interest rates could have on Hampden Bank's future net interest income, its strategies and other activities, and the effect of those strategies on Hampden Bank's operating results.

        The Committee's primary method for measuring and evaluating interest rate risk is income simulation analysis. This analysis considers the maturity and repricing characteristics of assets and liabilities, as well as the relative sensitivities of these balance sheet components over a range of interest rate scenarios. Interest rate scenarios tested generally include instantaneous and sustained parallel and flattening/steepening rate ramps over a one year period, and static (or flat) rates. The simulation analysis is used to measure the exposure of net interest income to changes in interest rates over a specified time horizon, usually a two-year period.

        The table below sets forth, as of June 30, 2006, the estimated changes in Hampden Bank's net interest income that would result from the designated instantaneous and sustained changes in the U.S. Treasury yield curve. Computations of prospective effects of hypothetical interest rate changes are based on numerous assumptions including relative levels of market interest rates, loan prepayments and deposit decay, and should not be relied upon as indicative of actual results.

	Percentage Change in Estimated Net Interest Income over 12 months as Compared to Flat Rates
300 basis point increase in rates	6.11	%
200 basis point increase in rates	4.00	%
100 basis point increase in rates	2.07	%
Flat interest rates	0.00	%
100 basis point decrease in rates	- -2.71	%
200 basis point decrease in rates	- -8.00	%
300 basis point decrease in rates	- -14.78	%

        As indicated in the table above the result of a 100 basis point increase in interest rates is estimated to increase net interest income by 2.07%, 4.00% for a 200 basis point increase and 6.11% for a 300 basis point increase over a 12-month horizon, when compared to the flat rate scenario. The estimated change in net interest income from the flat rate scenario for a 300 basis point decline in the level of interest rates is a decrease of 14.78%. Inherent in these estimates is the assumption that interest rates on interest bearing liabilities would change in direct proportion to changes in the U.S. Treasury yield curve. In all simulations, the lowest possible interest rate would be zero.

        There are inherent shortcomings in income simulation, given the number and variety of assumptions that must be made in performing the analysis. The assumptions relied upon in making these calculations of interest rate sensitivity include the level of market interest rates, the shape of the yield curve, the degree to which certain assets and liabilities with similar maturities or periods to repricing react to changes in market interest rates, the degree to which non-maturity deposits react to

56

changes in market rates, the expected prepayment rates on loans and mortgage-backed securities, and the degree to which early withdrawals occur on certificates of deposit and the volume of other deposit flows. As such, although the analysis shown above provides an indication of Hampden Bank's sensitivity to interest rate changes at a point in time, these estimates are not intended to and do not provide a precise forecast of the effect of changes in market interest rates on Hampden Bank's net interest income and will differ from actual results.

        In its management of interest rate risk, Hampden Bank also relies on the analysis of its interest rate "gap," which is the measure of the mismatch between the amount of Hampden Bank's interest-earning assets and interest-bearing liabilities that mature or reprice within specified timeframes. An asset-sensitive position (positive gap) exists when there are more rate-sensitive assets than rate-sensitive liabilities maturing or repricing within a particular time horizon, and generally signifies a favorable effect on net interest income during periods of rising interest rates and a negative effect during periods of falling interest rates. Conversely, a liability-sensitive position (negative gap) would generally indicate a negative effect on net interest income during periods of rising rates and a positive effect during periods of falling rates.

        The table below shows Hampden Bank's interest sensitivity gap position as of June 30, 2006, indicating the amount of interest-earning assets and interest-bearing liabilities that are anticipated to mature or reprice in each of the future time periods shown. Generally, these assets and liabilities are shown in the table based on the earlier of the time remaining to repricing or contractual maturity. However, residential mortgage loans and mortgage-backed securities have been presented in a manner that also incorporates the estimated effects of prepayment assumptions.

	Up to one year			More than one year to two years			More than two years to three years			More than three years to four years			More than four years to five years			More than five years			Non- Sensitive			Total
	(Dollars in Thousands)
Interest-earning assets:
Loans, net	$	131,051		$	43,003		$	49,404		$	28,964		$	23,461		$	41,473		$	846		$	318,202
Investment securities		29,006			41,303			17,745			15,711			4,136			11,614			(3,481	)		116,034
Short-term investments		2,091			—			—			—			—			—			—			2,091
Cash and Other Assets		—			—			—			—			—			—			31,762			31,762
Total interest-earning assets		162,148			84,306			67,149			44,675			27,597			53,087			29,127			468,089
Interest-bearing liabilities:
Savings deposits		25,777			18,066			6,975			—			—			—			—			50,818
Money market		9,332			9,332			4,620			—			—			—			—			23,284
NOW accounts		14,053			7,554			—			—			—			—			—			21,607
Checking Accounts		11,972			—			—			—			—			—			20,552			32,524
Certificates of deposits		109,851			78,329			2,876			1,399			44			—			—			192,499
Borrowed funds		59,786			13,000			19,688			8,410			4,742			5,433			—			111,059
Retained Earnings and Other Liabilities		—			—			—			—			—			—			36,298			36,298
Total interest-bearing liabilities		230,771			126,281			34,159			9,809			4,786			5,433			56,850		$	468,089
Off balance sheet interest rate swap		(20,000	)		20,000			—			—			—			—			—
Interest rate sensitivity gap	$	(88,623	)	$	(21,975	)	$	32,990		$	34,866		$	22,811		$	47,654		$	(27,723	)
Interest rate sensitivity gap as a % of total assets		-18.90	%		-4.69	%		7.04	%		7.44	%		4.87	%		10.17	%		-5.91	%
Cumulative interest rate sensitivity gap	$	(88,623	)	$	(110,598	)	$	(77,608	)	$	(42,742	)	$	(19,931	)	$	27,723		$	—
Cumulative interest rate sensitivity gap as a % of total assets		(18.90	%)		(23.59	%)		(16.56	%)		(9.12	%)		(4.25	%)		5.91	%		0.00	%

57

        Certain factors may serve to limit the usefulness of the measurement of the interest rate gap. For example, interest rates on certain assets and liabilities are discretionary and may change in advance of, or may lag behind, changes in market rates. The gap analysis does not give effect to changes Hampden Bank may undertake to mitigate interest rate risk. Certain assets, such as adjustable-rate loans, have features that may restrict the magnitude of changes in interest rates both on a short-term basis and over the life of the assets. Further, in the event of changes in interest rates, prepayment and early withdrawal levels would likely deviate significantly from those assumed in the gap analysis. Lastly, should interest rates increase, the ability of borrowers to service their debt may decrease.

        Liquidity Risk Management.    Liquidity risk, or the risk to earnings and capital arising from an organization's inability to meet its obligations without incurring unacceptable losses, is managed by Hampden Bank's Chief Financial Officer, who monitors on a daily basis the adequacy of Hampden Bank's liquidity position. Oversight is provided by the Asset/Liability Committee, which reviews Hampden Bank's liquidity on a monthly basis, and by the board of directors of Hampden Bank, which reviews the adequacy of our liquidity resources on a quarterly basis.

        Hampden Bank's primary sources of funds are from deposits, amortization of loans, loan prepayments and the maturity of loans, mortgage-backed securities and other investments, and other funds provided by operations. While scheduled payments from the amortization of loans and mortgage-backed securities and maturing loans and investment securities are relatively predictable sources of funds, deposit flows and loan prepayments can be greatly influenced by general interest rates, economic conditions and competition. We maintain excess funds in cash and short-term interest-bearing assets that provide additional liquidity. At June 30, 2006, cash and due from banks, short-term investments and money market preferred stock totaled $16.8 million, or 3.6%, of total assets.

        Hampden Bank also relies on outside borrowings from the FHLB as an additional funding source. Over the past several years, Hampden Bank has expanded its use of FHLB borrowings to fund growth in the balance sheet and to assist in the management of its interest rate risk by match funding longer term fixed rate loans. Since June 30, 2005, Hampden has increased FHLB borrowings by $36.0 million to a total of $99.8 million outstanding as of June 30, 2006. On that date, we had the ability to borrow an additional $75.9 million from the FHLB.

        Hampden Bank uses its liquidity to fund existing and future loan commitments, to fund maturing certificates of deposit and borrowings, to fund other deposit withdrawals, to invest in other interest-earning assets and to meet operating expenses. Hampden Bank anticipates that it will continue to have sufficient funds and alternative funding sources to meet its commitments.

        Contractual Obligations.    The following tables present information indicating various contractual obligations and commitments of Hampden Bank as of June 30, 2006 and the respective maturity dates:

	June 30, 2006
	Total		One Year or Less		More than One Year through Three Years		More than Three Years Through Five Years		Over Five Years
	(In Thousands)
Federal Home Loan Bank of Boston advances	$	99,824	$	48,551	$	32,688	$	13,152	$	5,433
Lease commitments		2,899		191		431		386		1,891
Securities sold under agreements to repurchase		11,235		11,235		—		—		—
Total contractual obligations	$	113,958	$	59,977	$	33,119	$	13,538	$	7,324

        Loan commitments.    Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract and generally have fixed expiration

58

dates or other termination clauses. The following table presents certain information about Hampden Bank's loan commitments outstanding as of June 30, 2006:

	June 30, 2006 Total
	(In Thousands)
Commitments to grant loans(1)	$	21,268
Commercial loan lines-of-credit		16,853
Unused portions of home equity lines of credit(2)		28,068
Unused portion of construction loans(3)		3,162
Unused portion of personal lines-of-credit(4)		1,890
Standby letters of credit(5)		515
Total loan commitments	$	71,756

(1)

Commitments for loans are extended to customers for up to 60 days after which they expire.

(2)

Unused portions of home equity lines of credit are available to the borrower for up to 10 years.

(3)

Unused portions of construction loans are available to the borrower for up to one year for development loans and up to one year for other construction loans.

(4)

Unused portion of checking overdraft lines-of-credit are available to customers in "good standing" indefinitely.

(5)

Standby letters of credit are generally available for less than one year.

        Management of Other Risks.    Two additional risk areas that receive significant attention by management and the Board are operational risk and compliance risk. Operational risk is the risk to earnings and capital arising from control deficiencies, problems with information systems, fraud, error or unforeseen catastrophes. Compliance risk is the risk arising from violations of, or nonconformance with, laws, rules, regulations, prescribed practices, internal policies and procedures or ethical standards. Compliance risk can expose us to fines, civil money penalties, payment of damages and the voiding of contracts.

        Hampden Bank addresses such risks through the establishment of comprehensive policies and procedures with respect to internal control, the management and operation of its information and communication systems, disaster recovery, and compliance with laws, regulations and banking "best practice." Monitoring of the efficacy of such policies and procedures is performed through a combination of Hampden Bank's internal audit program, through periodic internal and third-party compliance reviews, and through the ongoing attention of its managers charged with supervising compliance and operational control. Oversight of these activities is provided by Hampden Bank's General Counsel and the board of directors.

Off-Balance Sheet Arrangements

        Interest Rate Swap Agreements.    Hampden Bank enters into interest rate swap agreements as part of its interest rate risk management process. These swap agreements are used to hedge a portfolio of certificates of deposit. All of the swaps are designed as fair value hedges since they are used to convert the cost of the certificates of deposit from a fixed to a variable rate. Since the hedge relationship is estimated to be 100 percent effective (gain or loss in the swap agreements is estimated to completely offset the gain or loss in the certificates of deposit), there will be no impact on the statement of income or on comprehensive income. The application of SFAS No. 133 results in an adjustment to the balance sheet to reflect the swap and the certificates of deposit at fair value.

59

        These agreements provide for Hampden Bank to make payments of a variable-rate determined by a specified index (one-month LIBOR) in exchange for receiving payments at a fixed-rate.

        The following table presents certain information about Hampden Bank's interest rate swap agreements as of June 30, 2006:

	June 30,
	2006			2005			2004
	(Dollars in Thousands)
Notional amount	$	20,000		$	20,000		$	15,000
Weighted average pay rate		7.08	%		5.11	%		3.19	%
Weighted average receive rate		5.00	%		5.00	%		5.00	%
Weighted average maturity in years		1.2			2.2			3.3
Unrealized (loss) gain relating to interest rate swaps	$	(604	)	$	(378	)	$	302

Impact of Inflation and Changing Prices

        The financial statements, accompanying notes, and related financial data presented herein have been prepared in accordance with generally accepted accounting principles, which require the measurement of financial position and operating results in terms of historical dollar amounts without considering the changes in the relative purchasing power of money over time due to inflation. The impact of inflation is reflected in the increased cost of our operations. Most of our assets and liabilities are monetary in nature, and, therefore, the impact of interest rates has a greater impact on its performance than do the effects of general levels of inflation. Interest rates do not necessarily move in the same direction or to the same extent as the prices of goods and services.

Impact of Recent Accounting Standards

        In March 2006, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards No. 156, "Accounting for Servicing of Financial Assets" (SFAS 156). The Statement amends SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities," with respect to the accounting for separately recognized servicing assets and servicing liabilities. Consistent with SFAS No. 140, SFAS 156 requires companies to recognize a servicing asset or servicing liability each time it undertakes an obligation to service a financial asset by entering into a serving contract. However, the Statement permits a company to choose either the amortized cost method or fair value measurement method for each class of separately recognized servicing assets. The Statement is effective as of the beginning of a company's first fiscal year after September 15, 2006. Earlier adoption is permitted as of the beginning of an entity's fiscal year, provided the entity has not yet issued financial statements, including interim financial statements. Hampden Bancorp plans to adopt SFAS 156 at the beginning of 2007 and does not expect the adoption of this Statement to have a material impact on its consolidated financial statements.

        In June 2006, the FASB issued FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes," which is an interpretation of FASB Statement No. 109, "Accounting for Income Taxes." This Interpretation clarifies the accounting for uncertainty in income taxes recognized in a Hampden Bancorp's financial statements, prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position in the tax return and provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosures and transition. The effective date of this Interpretation is for fiscal years beginning after December 15, 2006. Hampden Bancorp does not expect this Interpretation to have a material impact on Hampden Bancorp's consolidated financial statements.

60

Our Business

General

        Hampden Bank, the only local bank headquartered in Springfield, Massachusetts, is a full-service, community-oriented financial institution offering products and services to individuals, families and businesses through seven offices located in Hampden County in Massachusetts. Hampden Bank was originally organized as a Massachusetts state-charted mutual savings bank dating back to 1852.

        In connection with Hampden Bank's reorganization into a mutual holding company form of organization, Hampden Bancorp, MHC was organized in 2004 as a mutual holding company and registered with the Federal Reserve Board as a bank holding company under the Bank Holding Company Act. Upon the conversion, Hampden Bancorp, MHC will cease to exist, the outstanding shares of Hampden Bank held by Hampden Bancorp, MHC will be cancelled, and all issued and outstanding shares of Hampden Bank will be issued to Hampden Bancorp, Inc.

        Hampden Bank's deposits are insured by the FDIC as well as by the Depositors Insurance Fund, or the DIF. Hampden Bank is a member of the FHLB and is regulated by the FDIC and the Massachusetts Division of Banks. Hampden Bank has two subsidiaries: Hampden Investment Corporation and Hampden Insurance Agency.

        Hampden Bank's business consists primarily of making loans to its customers, including residential mortgages, commercial real estate loans, commercial loans and consumer loans, and investing in a variety of investment and mortgage-backed securities. Hampden Bank funds these lending and investment activities with deposits from the general public, funds generated from operations and select borrowings. Hampden Bank also provides insurance and investment products through its Financial Services Division, Hampden Financial.

        Hampden Investment Corporation is an investment corporation as defined by the Massachusetts Department of Revenue. Hampden Insurance Agency ceased selling insurance products in November 2000.

Conversion

        Hampden Bancorp, Inc. has not engaged in any business to date. Upon completion of the conversion, Hampden Bancorp, Inc. will own Hampden Bank. Hampden Bancorp, Inc. intends to retain 50% of the net proceeds from the offering. We will invest our capital as discussed in "Use of Proceeds" on page 34.

New Holding Company

        In the future, as the holding company of Hampden Bank, Hampden Bancorp, Inc. will be authorized to pursue other business activities permitted by applicable laws and regulations for such holding companies, which may include the issuance of additional shares of common stock to raise capital or to support mergers or acquisitions and borrowing funds for reinvestment in Hampden Bank. There are no specific plans for any additional capital issuance, merger or acquisition, or other diversification of our activities at the present time.

        Our cash flow will depend upon earnings from the investment of the portion of net proceeds we retain and any dividends that we receive from Hampden Bank. Initially, we will neither own nor lease any property, but will instead use the premises, equipment, and furniture of Hampden Bank. At the present time, we intend to employ only persons who are officers of Hampden Bank to serve as our officers. However, we will use the support staff of Hampden Bank from time to time. These persons will not be separately compensated by us. We will hire additional employees, as appropriate, to the extent we expand our business in the future. See "Use of Proceeds" on page 34.

61

        Our website address is www.hampdenbank.com. Information on our website should not be considered a part of this prospectus.

Market Area

        Hampden Bank offers financial products and services designed to meet the financial needs of our customers. Our primary deposit-gathering area is concentrated in the Massachusetts cities and towns of Springfield, West Springfield, Longmeadow, Agawam and Wilbraham. Our lending area is broader than our deposit-gathering area and includes Hampden, Hampshire, Franklin, and Berkshire counties of Massachusetts as well as portions of northern Connecticut.

        Hampden Bank is headquartered in Springfield, Massachusetts. All of Hampden Bank's offices are located in Hampden County. Springfield is a largely urban city located in south-western Massachusetts, 90 miles west of Boston and 30 miles north of Hartford, Connecticut, connected by major interstate highways. A diversified mix of industry groups operate within Hampden County, including manufacturing, health care, wholesale/retail trade and service. The major employers in the area include MassMutual Financial Group, Top-Flite Golf Company, Dow Jones & Co., Baystate Health System and Big Y Supermarkets. The county in which Hampden Bank currently operates includes a mixture of suburban and urban markets. Hampden Bank's market area is projected to experience modest population and household growth through 2010. Based on census data, Hampden County is expected to grow in population from 462,529 in 2005 to 471,661 in 2010. This is a projected increase of 1.97%. The strongest growth is projected in the 55+ age group and $50,000+ household categories. From 2005 through 2010, the median household income is projected to increase by 19.2% from $47,505 to $56,636.

Competition

        We face intense competition in attracting deposits and loans. Our most direct competition for deposits has historically come from the several financial institutions and credit unions operating in our market areas and, to a lesser extent, from other financial service companies such as brokerage firms and insurance companies. We also face competition for investors' funds from money market funds, mutual funds and other corporate and government securities. Total deposits in financial institutions (excluding credit unions) in Hampden County increased 15%, or $956 million, from June 30, 2002 to June 30, 2005. We held the ninth largest market share of deposits out of the 18 financial institutions in the county (excluding credit unions). In addition, there are 21 credit unions in Hampden County, which, as tax-exempt organizations, are able to offer higher rates on retail deposits than banks. Credit unions comprise 14.7% of the deposit base in Hampden County as of June 30, 2005. At such date, we held 3.63% of the banks and credit union deposits in Hampden County. There are 162 banking branch facilities in Hampden County competing for $8.6 billion in deposits as of June 30, 2005. The average branch size in the county is $53.1 million. Banks owned by large super-regional bank holding companies such as Bank of America Corporation, Sovereign Bancorp, Inc., Citizens Financial Group and TD Banknorth, Inc. also operate in our market area. These institutions are significantly larger than us, and, therefore, have significantly greater resources.

        Our competition for loans comes primarily from financial institutions in our market areas, and from other financial service providers such a mortgage companies and mortgage brokers. Competition for loans also comes from the increasing number of non-depository financial service companies entering the mortgage market such as insurance companies, securities companies and specialty finance companies. As a result of recent capital raising activities in 2005 and 2006 of competitors in our market area, we expect competition for loans to increase.

        We expect competition to increase in the future as a result of legislative, regulatory and technological changes and the continuing trend of consolidation in the financial services industry. Technological advances, for example, have lowered the barriers to market entry, allowed banks and

62

other lenders to expand their geographic reach by providing services over the Internet and made it possible for non-depository institutions to offer products and services that traditionally have been provided by banks. Changes in federal law permit affiliation among banks, securities firms and insurance companies, which promotes a competitive environment in the financial services industry. Competition for deposits and the origination of loans could limit our future growth.

Lending Activities

        General.    Hampden Bank's gross loan portfolio consisted of an aggregate of $320.7 million at June 30, 2006, representing 68.4% of total assets at that date. In its lending activities, Hampden Bank originates commercial real estate loans, residential real estate loans secured by one-to-four-family residences, residential and commercial construction loans, commercial and industrial loans, home equity lines-of-credit, fixed rate home equity loans and other personal consumer loans. While Hampden Bank makes loans throughout Massachusetts, most of its lending activities are concentrated in Hampden and Hampshire counties. Loans originated totaled $127.6 million in fiscal 2006 and $100.0 million in fiscal 2005. Residential mortgage loans sold into the secondary market, on a servicing-retained basis, totaled $6.2 million during fiscal 2006 and $6.1 in fiscal 2005, and residential mortgage loans sold into the secondary market, on a servicing-released basis, totaled $1.7 million during fiscal 2006 and $542,000 during fiscal 2005.

        The following table summarizes the composition of Hampden Bank's loan portfolio as of the dates indicated:

	June 30,
	2006					2005					2004					2003					2002
	Amount			Percent		Amount			Percent		Amount			Percent		Amount			Percent		Amount			Percent
	(Dollars In Thousands)
Mortgage loans on real estate:
Residential	$	111,849		34.88	%	$	91,542		33.57	%	$	86,531		34.38	%	$	84,322		38.71	%	$	86,692		49.49	%
Commercial		91,226		28.45			88,766		32.54			90,551		35.98			72,845		33.44			55,463		31.66
Home equity		64,132		20.00			53,711		19.70			50,080		19.90			39,268		18.03			15,580		8.89
Construction		22,314		6.95			11,996		4.40			4,850		1.93			1,727		0.79			—		0.00
Total mortgage loans on real estate		289,521		90.28			246,015		90.21			232,012		92.19			198,162		90.97			157,735		90.04
Other loans:
Commercial		22,609		7.05			21,485		7.88			14,989		5.96			16,709		7.67			14,576		8.32
Consumer		7,041		2.20			3,516		1.29			2,952		1.17			2,459		1.13			2,345		1.34
Industrial revenue bonds		1,533		0.47			1,686		0.62			1,722		0.68			495		0.23			520		0.30
Total other loans		31,183		9.72			26,687		9.79			19,663		7.81			19,663		9.03			17,441		9.96
Total loans		320,704		100.00	%		272,702		100.00	%		251,675		100.00	%		217,825		100.00	%		175,176		100.00	%
Other items:
Net deferred loan costs (fees)		872					211					(94	)				(100	)				(22	)
Allowance for loan losses		(3,695	)				(3,644	)				(3,471	)				(3,096	)				(2,896	)
Total loans, net	$	317,881				$	269,269				$	248,110				$	214,629				$	172,258

        Residential Real Estate Loans.    Hampden Bank offers fixed-rate and adjustable-rate residential mortgage loans with maturities of up to 30 years and maximum loan amounts generally of up to $1.0 million. In its residential mortgage loan originations held in portfolio, Hampden Bank lends up to a maximum loan-to-value ratio of 100% for first-time home buyers and immediately sells all of its 100% loan-to-value ratio loans. For fiscal year 2006, Hampden Bank originated 27 loans with a loan-to-value ratio of 95% or greater, of which 41% were sold. As of June 30, 2006, the residential real

63

estate mortgage loan portfolio totaled $111.8 million, or 34.9% of the total gross loan portfolio on that date, and had an average yield of 5.37%. Of the residential mortgage loans outstanding on that date, $95.7 million were adjustable-rate loans with an average yield of 5.30%, and $16.1 million were fixed-rate mortgage loans with an average yield of 5.73%. Residential mortgage loan originations totaled $36.1 million and $26.2 million for fiscal 2006 and fiscal 2005, respectively.

        A licensed appraiser appraises all properties securing residential first mortgage purchase loans and all real estate transactions greater than $250,000. If appropriate, flood insurance is required for all properties securing real estate loans made by Hampden Bank.

        During the origination of fixed rate mortgages, each loan is analyzed to determine if the loan will be sold into the secondary market or held in portfolio. Hampden Bank retains servicing for loans sold to Fannie Mae, and earns a fee equal to 0.25% of the loan amount outstanding for providing these services. Some loans which Hampden Bank originates have a higher risk profile than Hampden Bank is willing to accept. These loans are sold to a third party along with the servicing rights.

        At June 30, 2006, fixed rate monthly payment loans held in Hampden Bank's portfolio totaled $16.1 million, or 14.5% of total residential real estate mortgage loans at that date. The total of loans serviced for others as of June 30, 2006 is $18.7 million.

        The adjustable-rate mortgage (ARM) loans offered by Hampden Bank make up the largest portion of the residential mortgage loans held in portfolio. At June 30, 2006, ARM loans totaled $95.7 million, or 85.5% of total residential loans outstanding at that date. ARMs are offered for terms of up to 30 years with initial interest rates that are fixed for 1, 3, 5, 7 or 10 years. After the initial fixed-rate period, the interest rates on the loans are reset based on the relevant U.S. Treasury CMT (Constant Maturity Treasury) Index plus add-on margins of varying amounts, for periods of 1,3, and 5 years. Interest rate adjustments on such loans typically range from 2.0% to 3.0% during any adjustment period and 5.0% to 6.0% over the life of the loan. Periodic adjustments in the interest rate charged on ARM loans help to reduce Hampden Bank's exposure to changes in interest rates. However, ARM loans generally possess an element of credit risk not inherent in fixed-rate mortgage loans, in that borrowers are potentially exposed to increases in debt service requirements over the life of the loan in the event market interest rates rise. Higher payments may increase the risk of default.

        Commercial Real Estate Loans.    Hampden Bank originated $33.4 million and $23.2 million of commercial real estate loans in 2006 and 2005, respectively, and had $91.2 million of commercial real estate loans, with an average yield of 6.97%, in its portfolio as of June 30, 2006. Hampden Bank has placed increasing emphasis on commercial real estate over the past several years, and as a result such loans have grown from $55.4 million at June 30, 2002 to $91.2 million as of June 30, 2006. Hampden Bank intends to further grow these segments of its loan portfolio, both in absolute terms and as a percentage of its total loan portfolio.

        Hampden Bank originates commercial real estate loans for terms of up to 10 years. Interest rates on commercial real estate loans adjust over periods of three, five, or seven years based primarily on Federal Home Loan Bank rates. In general, rates on commercial real estate loans are priced at a spread over Federal Home Loan Bank advance rates. Commercial real estate loans are generally secured by commercial properties such as, industrial properties, small office buildings, retail facilities, warehouses multi-family income properties and owner-occupied properties used for business. Generally, commercial real estate loan are approved with a maximum 80% loan to appraised value ratio.

        In its evaluation of a commercial real estate loan application, Hampden Bank considers the net operating income of the borrower's business, the borrower's expertise, credit history, and the profitability and value of the underlying property. For loans secured by rental properties, Hampden Bank will also consider the terms of the leases and the quality of the tenant. Hampden Bank generally requires that the properties securing these loans have minimum debt service coverage sufficient to

64

support the loan. Hampden Bank generally requires the borrowers seeking commercial real estate loans to personally guarantee those loans.

        Commercial real estate loans generally have larger balances and involve a greater degree of risk than residential mortgage loans. Loan repayment is often dependent on the successful operation and management of the properties, as well as on the collateral value of the commercial real estate securing the loan. Economic events and changes in government regulations could have an adverse impact on the cash flows generated by properties securing Hampden Banks' commercial real estate loans and on the value of such properties.

        Home Equity Loans.    Hampden Bank offers home equity lines-of-credit and home equity term loans. Hampden Bank originated $31.9 million and $22.2 million of home equity lines-of-credit and loans during 2006 and 2005, respectively, and at June 30, 2006 had $64.1 million of home equity lines-of-credit and loans outstanding, representing 20.0% of the loan portfolio, with an average yield of 6.30% at that date.

        Home equity lines-of-credit and loans are secured by second mortgages on one-to-four family owner occupied properties, and are made in amounts such that the combined first and second mortgage balances generally do not exceed 90% of the value of the property serving as collateral at time of origination. The lines-of-credit are available to be drawn upon for 10 years, at the end of which time they become term loans amortized over 5 years. Interest rates on home equity lines normally adjust based on the month-end prime rate published in the Wall Street Journal. The undrawn portion of home equity lines-of-credit totaled $30.0 million at June 30, 2006.

        Construction Loans.    Hampden Bank offers residential and commercial construction loans. Hampden Bank has placed increasing emphasis on construction loans over the past several years. Hampden Bank originated $16.0 million of construction loans during fiscal 2006 and fiscal 2005, respectively, and at June 30, 2006 had $22.3 million of construction loans outstanding, representing 7.0% of the loan portfolio.

        Commercial Loans.    Hampden Bank originates secured and unsecured commercial loans to business customers in its market area for the purpose of financing equipment purchases, working capital, expansion and other general business purposes. Hampden Bank originated $7.2 million and $9.7 million in commercial loans during fiscal 2006 and fiscal 2005, respectively, and as of June 30, 2006 had $22.6 million in commercial loans in its portfolio, representing 7.1% of such portfolio, with an average yield of 7.98%. Hampden Bank intends to grow this segment of its lending business in the future.

        Hampden Bank's commercial loans are generally collateralized by equipment, accounts receivable and inventory, supported by personal guarantees. Hampden Bank offers both term and revolving commercial loans. The former have either fixed or adjustable-rates of interest and generally fully amortize over a term of between three and seven years. Revolving loans are written on demand with annual reviews, with floating interest rates that are indexed to Hampden Bank's base rate of interest.

        When making commercial loans, Hampden Bank considers the financial statements of the borrower, the borrower's payment history with respect to both corporate and personal debt, the debt service capabilities of the borrower, the projected cash flows of the business, the viability of the industry in which the borrower operates and the value of the collateral. Hampden Bank has established limits on the amount of commercial loans in any single industry.

        Commercial loans generally bear higher interest rates than residential mortgage loans of like duration because they involve a higher risk of default since their repayment is generally dependent on the successful operation of the borrower's business and the sufficiency of collateral, if any. Because commercial loans often depend on the successful operation or management of the business, repayment of such loans may be affected by adverse changes in the economy. Further, collateral securing such loans may depreciate in value over time, may be difficult to appraise and to liquidate, and may fluctuate in value.

65

        Consumer and Other Loans.    Hampden Bank offers a variety of consumer and other loans, including manufactured homes, auto loans and loans secured by passbook savings or certificate accounts. Hampden Bank originated $2.9 million and $3.0 million of consumer and other loans during fiscal 2006 and fiscal 2005, respectively, and at June 30, 2006 had $8.6 million of consumer and other loans outstanding, which included $1.5 million of industrial revenue bonds. Consumer and other loans outstanding represented 2.7% of the loan portfolio at that date, with an average yield of 7.17%.

        Loan Origination.    Loan originations come from a variety of sources. The primary source of originations are our salaried and commissioned loan personnel, and to a lesser extent, local mortgage brokers, advertising and referrals from customers. Hampden Bank occasionally purchases participation interests in commercial real estate loans and commercial loans from banks located in Massachusetts and Connecticut. Hampden Bank underwrites these loans using its own underwriting criteria.

        Hampden Bank makes commitments to loan applicants based on specific terms and conditions. As of June 30, 2006, Hampden Bank had commitments to grant loans of $21.3 million, Unadvanced funds on home equity and overdraft lines-of-credit total $30.0 million, unadvanced funds on commercial lines-of-credit totaled $16.9 million, unadvanced funds due mortgagors total $3.2 million and standby letters of credit total $515,000.

        Hampden Bank charges origination fees, or points, and collects fees to cover the costs of appraisals and credit reports on most residential mortgage loans originated. Hampden Bank also collects late charges on real estate loans, and origination fees and prepayment penalties on commercial mortgage loans. For information regarding Hampden Bank's recognition of loan fees and costs, please refer to Note 1 to the Consolidated Financial Statements of Hampden Bancorp, MHC and its subsidiary, beginning on page F-7.

66

        The following table sets forth certain information concerning Hampden Bank's portfolio loan originations:

	For the Years Ended June 30,
	2006		2005		2004		2003		2002
	(In Thousands)
Loans at beginning of year	$	272,702	$	251,675	$	217,825	$	175,176	$	159,815
Originations
Mortgage loans on real estate:
Residential		36,133		26,185		36,720		34,650		25,260
Commercial		33,350		23,199		34,752		39,707		18,611
Construction		16,047		15,689		14,947		6,511		2,244
Home Equity		31,913		22,169		29,477		37,245		15,097
Total mortgage loans on real estate originations		117,443		87,242		115,896		118,113		61,212
Other loans
Commercial business		7,214		9,673		9,434		5,977		5,497
Consumer and other		2,928		3,022		2,388		2,146		2,562
Total other loans on real estate originations		10,142		12,695		11,822		8,123		8,059
Total loans originated		127,585		99,937		127,718		126,236		69,271
Deduct:
Principal loan repayments and prepayments		73,821		72,252		81,084		76,749		45,559
Loan sales		5,644		6,612		12,769		6,627		7,823
Charge-offs		118		46		15		211		528
Total deductions		79,583		78,910		93,868		83,587		53,910
Net increase (decrease) in loans		48,002		21,027		33,850		42,649		15,361
Loans at end of year	$	320,704	$	272,702	$	251,675	$	217,825	$	175,176

        Residential mortgage loans are underwritten by Hampden Bank. Residential mortgage loans less than the corresponding Fannie Mae (FNMA) limit to be held in portfolio require the approval of a residential loan underwriter. Residential mortgage loans greater than the FNMA limit require the approval of a Senior Retail Loan Officer and in some instances, depending on the amount of the loan, the approval of the Board of Investment of the board of directors.

        Loan Underwriting.    Hampden Bank believes that credit risk is best approved in a bottom up manner. The officer most directly responsible for credit risk (Account Manager) should approve exposures within delegated authority or recommend approval to the next level of authority as necessary. All exposures require at least one signature by an officer with the appropriate authority. No exposure will be approved without the recommendation of the Account Manager. All new loan approval actions must be documented in the individual credit file with a Credit Approval Memorandum, prior to any funds being advanced by Hampden Bank.

        Hampden Bank's loan policy has established specific loan approval limits. Loan officers may approve loans up to their individual lending limit. The loan committee reviews all loan applications and approves relationships greater than the loan officer's limit. Certain loan relationships require Board of Investment approval. Hampden Bank's loan committee membership includes Hampden Bank's President, Senior Vice President of Commercial Lending, Chief Financial Officer, Vice President of the credit department and commercial loan originators.

67

        Consumer loans are underwritten by consumer loan underwriters, including loan officers and branch managers who have approval authorities ranging from $50,000 to $100,000 for these loans. Unsecured personal loans are generally written for not more then $2,000.

        Hampden Bank generally will not make loans aggregating more than 10% of retained earnings accounts or $3.0 million as of June 30, 2006, to one borrower (or related entity). Exceptions to this limit require the approval of the Board of Investment of the Board of Directors of Hampden Bank prior to loan origination. Hampden Bank's internal lending limit is lower than the Massachusetts legal lending limit, which is 20.0% of a bank's retained earnings and equity, or $6.0 million for Hampden Bank as of June 30, 2006. At the midpoint of the offering range and assuming that 50% of the net offering proceeds are contributed to Hampden Bank, our pro forma legal lending limit will increase to approximately $12.0 million. Although we do not expect to increase Hampden Bank's internal lending limit to the extent of the maximum regulatory limit immediately following the offering, we do expect to increase this limit substantially.

        Hampden Bank has established a risk rating system for its commercial real estate and commercial loans. This system evaluates a number of factors useful in indicating the risk of default and risk of loss associated with a loan. These ratings are performed by commercial credit analysts who do not have responsibility for loan originations.

        We occasionally participate in loans originated by third parties to supplement our origination efforts. Hampden Bank underwrites these loans using its own underwriting criteria.

        Loan Maturity.    The following table summarizes the final maturities of Hampden Bank's loan portfolio at June 30, 2006. Hampden Bank's largest loan is $4.5 million. The average balance of the Bank's ten largest loans is $2.7 million. This table does not reflect scheduled principal payments, unscheduled prepayments, or the ability of certain loans to reprice prior to maturity dates. Demand loans, loans having no stated repayment schedule, and overdraft loans are reported as being due in one year or less:

	Residential Mortgage				Commercial Mortgage				Commercial				Construction
	Amount		Weighted Average Rate		Amount		Weighted Average Rate		Amount		Weighted Average Rate		Amount		Weighted Average Rate
	(Dollars in Thousands)
Due less than one year	$	2	6.88	%	$	912	5.88	%	$	667	8.82	%	$	58	7.50	%
Due after one year to five years		402	6.32			9,877	7.20			5,756	7.27			8,814	7.94
Due after five years		111,445	5.37			80,437	6.87			16,186	8.16			13,442	6.30
Total	$	111,849	5.37	%	$	91,226	6.90	%	$	22,609	7.95	%	$	22,314	6.95	%

	Home Equity				Consumer and Other				Industrial Revenue Bond				Total
	Amount		Weighted Average Rate		Amount		Weighted Average Rate		Amount		Weighted Average Rate		Amount		Weighted Average Rate
	(Dollars in Thousands)
Due less than one year	$	9	5.99	%	$	34	9.76	%	$	—	0.00	%	$	1,682	7.18	%
Due after one year to five years		715	5.75			2,258	5.73			421	5.00			28,243	7.25
Due after five years		63,408	6.31			4,749	8.62			1,112	3.99			290,779	6.24
Total	$	64,132	6.30	%	$	7,041	7.70	%	$	1,533	4.27	%	$	320,704	6.33	%

68

        The following table sets forth, at June 30, 2006, the dollar amount of total loans, net of unadvanced funds on loans, contractually due after June 30, 2006 and whether such loans have fixed interest rates or adjustable interest rates.

	Due after June 30, 2006
	Fixed		Adjustable		Total
	(In Thousands)
Residential mortgage	$	16,167	$	95,682	$	111,849
Construction		9,854		12,460		22,314
Commercial mortgage		60,461		30,765		91,226
Commercial business		7,299		15,310		22,609
Home equity, consumer and other		46,417		26,289		72,706
Total Loans	$	140,198	$	180,506	$	320,704

Asset Quality

        General.    One of Hampden Bank's most important operating objectives is to maintain a high level of asset quality. Management uses a number of strategies in furtherance of this goal including maintaining sound credit standards in loan originations, monitoring the loan portfolio through internal and third-party loan reviews, and employing active collection and workout processes for delinquent or problem loans.

        Delinquent Loans.    Management performs a monthly review of all delinquent loans. The actions taken with respect to delinquencies vary depending upon the nature of the delinquent loans and the period of delinquency. Hampden Bank's requirement is that a delinquency notice be mailed no later than the 15th day after payment due date for residential mortgages and no later than the 10th day after payment due date for commercial loans. A late charge is normally assessed on loans where the scheduled payment remains unpaid after a 15 day grace period for residential mortgages and a 10 day grace period for commercial loans. After mailing delinquency notices, Hampden Bank's loan collection personnel call the borrower to ascertain the reasons for delinquency and the prospects for repayment. On loans secured by one- to four-family owner-occupied property, Hampden Bank initially attempts to work out a payment schedule with the borrower in order to avoid foreclosure. Any such loan restructurings must be approved by the level of officer authority required for a new loan of that amount. If these actions do not result in a satisfactory resolution, Hampden Bank refers the loan to legal counsel and counsel initiates foreclosure proceedings. For commercial real estate, construction and commercial loans, collection procedures may vary depending on individual circumstances.

        Other Real Estate Owned.    Hampden Bank classifies property acquired through foreclosure or acceptance of a deed in lieu of foreclosure as other real estate owned ("OREO") in its consolidated financial statements. When property is placed into OREO, it is recorded at the lower of the carrying value or the fair value less estimated costs to sell at the date of foreclosure or acceptance of deed in lieu of foreclosure. At the time of transfer to OREO, any excess of carrying value over fair value is charged to the allowance for loan losses. Management inspects all OREO property periodically. Holding costs and declines in fair value result in charges to expense after the property is acquired. At June 30, 2006, Hampden Bank had no property classified as OREO.

        Classification of Assets and Loan Review.    Risk ratings are assigned to all credit relationships to differentiate and manage levels of risk in individual exposures and throughout the portfolio. Ratings are called Customer Risk Ratings (CRR). Customer Risk Ratings are designed to reflect the risk to Hampden Bank in any Total Customer Relationship Exposure. Risk ratings are used to profile the risk inherent in portfolio outstandings and exposures to identify developing trends and relative levels of risk and to provide guidance for the promulgation of policies, which control the amount of risk in an

69

individual credit and in the entire portfolio, identify deteriorating credits and predict the probability of default. Timeliness of this process allows early intervention in the recovery process as to maximize the likelihood of full recovery, and establish a basis for maintaining prudent reserves against loan losses.

        The Account Manager has the primary responsibility for the timely and accurate maintenance of Customer Risk Ratings. The risk rating responsibility for the aggregate portfolio rests with the Division Executive. If a disagreement surfaces regarding a risk rating, the Board of Investment makes the final determination. All others in a supervisory or review function regarding a certain credit have a responsibility for reviewing the appropriateness of the rating and bringing to senior management's attention any dispute so it may be resolved. Generally, changes to risk ratings are made immediately upon receipt of material information, which suggests that the current rating is not appropriate. All credit ratings must be re-affirmed on at least an annual basis.

        Hampden Bank engages an independent third party to conduct a semi-annual review of its commercial mortgage and commercial loan portfolios. These loan reviews provide a credit evaluation of individual loans to determine whether the risk ratings assigned are appropriate. Independent loan review findings are presented directly to the Audit Committee of the Board of Directors of Hampden Bank.

        Loans are classified as either special mention, substandard or doubtful. At June 30, 2006, loans classified as special mention totaled $1.7 million consisting of $581,000 commercial loans, $549,000 residential mortgage loans, $298,000 commercial real estate and $233,000 consumer loans. Substandard loans totaled $2.9 million, consisting of $1.6 million in commercial mortgage, $1.1 million commercial, $230,000 residential mortgage and $43,000 consumer loans. Loans classified as doubtful totaled $2.6 million consisting of $2.3 million commercial, $147,000 commercial real estate, and $74,000 residential mortgage loans and $14,000 consumer loans. Specific reserves for these loans totaled $1.7 million consisting of $23,000 for special mention, $403,000 for substandard and $1.3 million for doubtful loans.

70

        Non-Performing Assets.    The table below sets forth the amounts and categories of our non-performing assets at the dates indicated:

	At June 30,
	2006			2005			2004			2003			2002
	(Dollars in Thousands)
Non-accrual loans:
Residential mortgage	$	78		$	150		$	165		$	78		$	53
Commercial mortgage		588			358			—			221			231
Commercial		3,168			2,710			1,459			7			15
Home equity, consumer and other		118			36			11			76			16
Total non-accrual loans		3,952			3,254			1,635			382			315
Loans greater than 90 days delinquent and still accruing:
Residential mortgage		190			—			—			—			—
Commercial mortgage		267			—			—			—			—
Commercial		778			—			—			—			—
Home equity, consumer and other		—			—			—			—			—
Total loans 90 days delinquent and still accruing		1,235			—			—			—			—
Total non-performing loans		5,187			3,254			1,635			382			315
Other Real Estate Owned		—			—			—			—			—
Total non-performing assets	$	5,187		$	3,254		$	1,635		$	382		$	315
Ratios:
Non-performing loans to total loans		1.62	%		1.19	%		0.65	%		0.18	%		0.18	%
Non-performing assets to total assets		1.11	%		0.78	%		0.40	%		0.09	%		0.10	%

        Loans are placed on non-accrual status either when reasonable doubt exists as to the full timely collection of interest and principal or when a loan becomes 90 days past due unless an evaluation clearly indicates that the loan is well-secured and in the process of collection.

        Allowance for Loan Losses.    In originating loans, Hampden Bank recognizes that losses will be experienced on loans and that the risk of loss will vary with many factors, including the type of loan being made, the creditworthiness of the borrower over the term of the loan, general economic conditions and, in the case of a secured loan, the quality of the security for the loan over the term of the loan. Hampden Bank maintains an allowance for loan losses that is intended to absorb losses inherent in the loan portfolio, and as such, this allowance represents management's best estimate of the probable known and inherent credit losses in the loan portfolio as of the date of the financial statements. The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to earnings. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance.

        The allowance for loan losses is evaluated on a quarterly basis by management and is based upon management's periodic review of the collectibility of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower's ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.

        The allowance consists of allocated, general and unallocated components. The allocated component relates to loans that are classified as either doubtful, substandard or special mention. For

71

such loans that are also classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan. The general component covers non-classified loans and is based on historical loss experience adjusted for qualitative factors. An unallocated component is maintained to cover uncertainties that could affect management's estimate of probable losses. The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating allocated and general losses in the portfolio.

        A loan is considered impaired when, based on current information and events, it is probable that Hampden Bank will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Impairment is measured on a loan-by-loan basis for commercial loans by either the present value of expected future cash flows discounted at the loan's effective interest rate or the fair value of the collateral if the loan is collateral dependent. Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, Hampden Bank generally does not separately identify individual consumer and residential loans for impairment disclosures. At June 30, 2006, impaired loans totaled $3.9 million with an established valuation allowance of $1.7 million.

        While Hampden Bank believes that it has established adequate allocated and general allowances for losses on loans, adjustments to the allowance may be necessary if future conditions differ substantially from the information used in making the evaluations. In addition, as an integral part of their examination process, Hampden Bank's regulators periodically review the allowance for loan losses. These regulatory agencies may require Hampden Bank to recognize additions to the allowance based on their judgments of information available to them at the time of their examination, thereby negatively affecting Hampden Bank's financial condition and earnings.

72

        The following table sets forth activity in Hampden Bank's allowance for loan losses for the years indicated:

	At or For the Years Ended June 30,
	2006			2005			2004			2003			2002
	(Dollars in Thousands)
Balance at beginning of year	$	3,644		$	3,471		$	3,096		$	2,896		$	2,925
Charge-offs:
Mortgage loans on real estate		—			(7	)		(4	)		(180	)		(500	)
Other loans:
Commercial business		(92	)		—			—			—			—
Consumer and other		(26	)		(39	)		(11	)		(31	)		(28	)
Total other loans		(118	)		(39	)		(11	)		(31	)		(28	)
Total charge-offs		(118	)		(46	)		(15	)		(211	)		(528	)
Recoveries:
Mortgage loans on real estate		—			—			—			—			95
Other loans:
Commercial business Consumer and other		—			—			—			—			—
Consumer and other		19			19			90			11			4
Total other loans		19			19			90			11			4
Total recoveries		19			19			90			11			99
Net-charge-offs		(99	)		(27	)		75			(200	)		(429	)
Provision for loan losses		150			200			300			400			400
Balance at end of year	$	3,695		$	3,644		$	3,471		$	3,096		$	2,896
Ratios:
Net charge-offs to average loans outstanding		(0.03	%)		(0.01	%)		0.03	%		(0.11	%)		(0.25	%)
Allowance for loan losses to non-performing loans at end of year		71.24	%		111.99	%		212.29	%		810.47	%		919.37	%
Allowance for loan losses to total loans at end of year		1.15	%		1.34	%		1.38	%		1.42	%		1.65	%

        The following tables set forth Hampden Bank's percent of allowance by loan category and the percent of the loans to total loans in each of the categories listed at the dates indicated. The allowance

73

for loan losses allocated to each category is not necessarily indicative of future losses in any particular category and does not restrict the use of the allowance to absorb losses in other categories:

	At June 30,
	2006						2005						2004
	Allowance for Loan Losses		Loan Balance by Category		Percent of Loans in Each Category to Total Loans		Allowance for Loan Losses		Loan Balance by Category		Percent of Loans in Each Category to Total Loans		Allowance for Loan Losses		Loan Balance by Category		Percent of Loans in Each Category to Total Loans
	(Dollars in Thousands)
Mortgage loans on real estate:
Residential	$	287	$	111,849	34.87	%	$	180	$	91,542	33.56	%	$	500	$	86,531	34.38	%
Construction		141		22,314	6.96			—		11,996	4.40			—		4,850	1.93
Commercial		744		91,226	28.45			3,146		88,766	32.55			2,810		90,551	35.98
Home equity		217		64,132	20.00			313		53,711	19.70			—		50,080	19.90
Total mortgage loans on real estate:		1,389		289,521	90.28			3,639		246,015	90.21			3,310		232,012	92.19
Other loans:
Commercial		2,123		22,609	7.05			—		21,485	7.88			27		14,989	5.95
Consumer and other		183		8,574	2.67			5		5,202	1.91			134		4,674	1.86
Total other loans		2,306		31,183	9.72			5		26,687	9.79			161		19,663	7.81
Total Loans	$	3,695	$	320,704	100.00	%	$	3,644	$	272,702	100.00	%	$	3,471	$	251,675	100.00	%

	At June 30,
	2003						2002
	Allowance for Loan Losses		Loan Balance by Category		Percent of Loans in Each Category to Total Loans		Allowance for Loan Losses		Loan Balance by Category		Percent of Loans in Each Category to Total Loans
	(Dollars in Thousands)
Mortgage loans on real estate:
Residential	$	500	$	84,322	38.71	%	$	655	$	86,692	49.49	%
Construction		—		1,727	0.79			—		—	0.00
Commercial		2,454		72,845	33.44			2,200		55,463	31.66
Home equity		—		39,268	18.03			—		15,580	8.89
Total mortgage loans on real estate:		2,954		198,162	90.97			2,855		157,735	90.04
Other loans:
Commercial		—		16,709	7.67			—		14,576	8.32
Consumer and other		142		2,954	1.36			41		2,865	1.64
Total other loans		142		19,663	9.03			41		17,441	9.96
Total Loans	$	3,096	$	217,825	100.00	%	$	2,896	$	175,176	100.00	%

74

Investment Activities

        General.    Hampden Bank's investment policy is approved and adopted by the Board of Investment. The Chief Executive Officer and the Chief Financial Officer, as authorized by the board of directors, implement this policy based on the established guidelines within the written policy.

        The basic objectives of the investment function are to enhance the profitability of Hampden Bank by keeping its investable funds fully employed at the maximum after-tax return, to provide adequate regulatory and operational liquidity, to minimize and/or adjust the interest rate risk position of Hampden Bank, to assist in reducing Hampden Bank's corporate tax liability, to minimize Hampden Bank's exposure to credit risk, to provide collateral for pledging requirements, to serve as a countercyclical balance to earnings by absorbing funds when Hampden Bank's loan demand is low and infusing funds when loan demand is high and to provide a diversity of earning assets to mortgage/loan investments.

        Debt securities that management has the positive intent and ability to hold to maturity are classified as "held to maturity" and recorded at amortized cost. Securities not classified as held to maturity or trading, including equity securities with readily determinable fair values, are classified as "available for sale" and recorded at fair value, with unrealized gains and losses excluded from earnings and reported in other comprehensive income/loss.

        Purchase premiums and discounts are amortized to earnings by the interest method over the terms of the securities. Declines in the fair value of securities held to maturity and available for sale below their cost that are deemed to be other-than-temporary are reflected in earnings as realized losses. In estimating other-than-temporary impairment losses, management considers (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent and ability of Hampden Bank to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value.Gains and losses on disposition of securities are recorded on the trade date and determined using the specific identification method.

        Government-Sponsored Enterprises.    At June 30, 2006, Hampden Bank's government-sponsored enterprises portfolio totaled $23.8 million, or 21.5% of the total portfolio on that date.

        Corporate Obligations.    At June 30, 2006, Hampden Bank's portfolio of corporate obligations totaled $2.1 million, or 1.8% of the portfolio at that date. Hampden Bank's policy requires that investments in corporate obligations be restricted only to those obligations that are readily marketable and rated 'A' or better by a nationally recognized rating agency at the time of purchase. At June 30, 2006, all investments in corporate obligations were rated 'A' or better.

        Mortgage-Backed Securities.    At June 30, 2006, Hampden Bank's portfolio of mortgage-backed securities totaled $80.4 million, or 72.6% of the portfolio on that date, and consisted of pass-through securities totaling $60.5 million and collateralized mortgage obligations totaling $416,000 directly insured or guaranteed by Freddie Mac, Fannie Mae or the Government National Mortgage Association (Ginnie Mae). Privately-issued mortgage-backed securities totaled $23.0 million at June 30, 2006. At June 30, 2006, all privately-issued mortgage-backed securities were rated 'AAA'.

        Marketable Equity Securities.    At June 30, 2006, Hampden Bank's portfolio of marketable equity securities totaled $4.5 million, or 4.0% of the portfolio at that date, and consisted entirely of common and preferred stock of various corporations. Hampden Bank's investment policy requires no more than 5% of Tier I capital in any one issuer and no more than 20% of Tier I capital in any one industry. The total of all investments in common and preferred stocks may not exceed 100% of Tier I capital. Issues must be listed on the NYSE, or AMEX or traded on Nasdaq.

75

        Restricted Equity Securities.    At June 30, 2006, Hampden Bank held $5.3 million of FHLB stock. This stock is restricted and must be held as a condition of membership in the FHLB and as a condition for Hampden Bank to borrow from the FHLB.

        The following table sets forth certain information regarding the amortized cost and market values of Hampden Bank's investment securities at the dates indicated:

	At June 30,
	2006				2005				2004
	Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value
	(In Thousands)
Securities available for sale:
Government-Sponsored Enterprises	$	24,283	$	23,793	$	13,268	$	13,167	$	10,302	$	10,180
Corporate bonds and other obligations		2,094		2,056		5,669		5,789		10,025		10,355
Mortgage-backed securities		83,590		80,442		98,892		98,186		96,179		95,052
Total debt securities		109,967		106,291		117,829		117,142		116,506		115,587
Marketable equity securities
Common stock		2,584		2,470		3,048		2,792		5,526		5,292
Money market preferred stock		1,996		2,000		—		—		—		—
Total marketable equity securities		4,580		4,470		3,048		2,792		5,526		5,292
Total securities available for sale		114,547		110,761		120,877		119,934		122,032		120,879
Restricted equity securities:
Federal Home Loan Bank of Boston stock		5,273		5,273		4,072		4,072		3,320		3,320
Total securities	$	119,820	$	116,034	$	124,949	$	124,006	$	125,352	$	124,199

        The table below sets forth certain information regarding the amortized cost, weighted average yields and contractual maturities of Hampden Bank's debt securities portfolio at June 30, 2006. In the case of mortgage-backed securities, this table does not reflect scheduled principal payments, unscheduled prepayments, or the ability of certain of these securities to reprice prior to their contractual maturity:

	One Year or Less				More than One Year through Five Years				More than Five Years through Ten Years				More than Ten Years				Total Securities
	Amortized Cost		Weighted Average Yield		Amortized Cost		Weighted Average Yield		Amortized Cost		Weighted Average Yield		Amortized Cost		Weighted Average Yield		Amortized Cost		Weighted Average Yield
	(Dollars in Thousands)
Securities available for sale:
Government-Sponsored Enterprises	$	1,000	2.95	%	$	23,283	3.98	%	$	—	0	%	$	—	0	%	$	24,283	3.94	%
Corporate bonds and other obligations		—	—			1,678	4.04			—	—			416	4.66			2,094	4.16
Mortgage-backed securities		—	—			2,190	3.30			525	7.01			80,875	4.43			83,590	4.41
Total debt securities	$	1,000			$	27,151			$	525			$	81,291			$	109,967

Sources of Funds

        General.    Deposits are the primary source of Hampden Bank's funds for lending and other investment purposes. In addition to deposits, Hampden Bank obtains funds from the amortization and prepayment of loans and mortgage-backed securities, the sale or maturity of investment securities, advances from the FHLB, and cash flows generated by operations.

76

        Deposits.    Consumer and commercial deposits are gathered primarily from Hampden Bank's primary market area through the offering of a broad selection of deposit products including checking, regular savings, money market deposits and time deposits, including certificate of deposit accounts and individual retirement accounts. The FDIC insures deposits up to certain limits (generally, $100,000 per depositor) and the DIF fully insures amounts in excess of such limits.

        In general, the maturities of Hampden Bank's certificate of deposit accounts range from one month to five years. In addition, Hampden Bank offers a variety of commercial business products to small businesses operating within its primary market area.

        Competition and general market conditions affect Hampden Bank's ability to attract and retain deposits. Hampden Bank offers rates on various deposit products based on local competitive pricing and Hampden Bank's need for new funds. Occasionally, Hampden Bank does offer "special" rate pricing in an effort to attract new customers. Commencing in February 2006, Hampden Bank began offering The MaxGold Super Saver account, which is a special savings account. As of June 30, 2006, the interest rate offered on the MaxGold Super Saver account was 4.14%.

        Beginning on August 1, 2007 and ending on September 30, 2007, there will be maturing deposits totaling approximately $61.7 million. Approximately $50.6 million of these maturing certificates of deposit are five year add-on certificates of deposit that Hampden Bank offered as a special promotion from August 15, 2002 to September 30, 2002. It is anticipated that approximately $20 million of these maturities will not be retained. In anticipation of this potential cash out-flow, Hampden Bank has approximately $20 million of government-sponsored enterprises maturing during this period of time.

        The following tables set forth certain information relative to the composition of Hampden Bank's average deposit accounts and the weighted average interest rate on each category of deposits:

	Years Ended June 30,
	2006						2005						2004
	Average Balance		Percent		Weighted Average Rate		Average Balance		Percent		Weighted Average Rate		Average Balance		Percent		Weighted Average Rate
	(Dollars in Thousands)
Deposit type:
Demand deposits	$	26,980	8.72	%	0.00	%	$	24,623	8.00	%	0.00	%	$	21,690	6.74	%	0.00	%
Savings deposits		33,429	10.80		0.51			30,140	9.80		0.36			31,022	9.63		0.36
Money market		27,792	8.98		1.60			29,376	9.55		0.74			29,643	9.21		0.63
NOW accounts		30,593	9.89		0.96			36,814	11.97		0.64			41,726	12.96		0.63
Total transaction accounts		118,794	38.39		0.77			120,953	39.32		0.46			124,081	38.54		0.45
Certificates of deposit		190,615	61.61		4.20			186,657	60.68		3.61			197,919	61.46		3.54
Total deposits	$	309,409	100.00	%	2.88	%	$	307,610	100.00	%	2.37	%	$	322,000	100.00	%	2.35	%

77

        The following table sets forth the time deposits of Hampden Bank classified by interest rate as of the dates indicated:

	At June 30,
Interest Rate	2006		2005		2004
	(In Thousands)
Less than 2%	$	15,196	$	27,869	$	49,118
2.00% – 2.99%		10,864		46,335		15,937
3.00% – 3.99%		40,504		33,592		26,018
4.00% – 4.99%		42,148		13,626		23,637
5.00% – 5.99%		83,182		71,271		71,789
6.00% – 6.99%		—		—		130
Total	$	191,894	$	192,693	$	186,629

        The following table sets forth the amount and maturities of time deposits at June 30, 2006:

	Year Ended June 30,
Interest Rate	2007		2008		2009		2010		After June 30, 2010
	(In Thousands)
Less than 2%	$	13,254	$	1,942	$	—	$	—	$	—
2.00% – 2.99%		5,706		3,744		1,275		139		—
3.00% – 3.99%		34,300		3,703		1,197		1,261		43
4.00% – 4.99%		33,248		8,496		404		—		—
5.00% – 5.99%		23,453		59,729		—		—		—
6.00% – 6.99%		—		—		—		—		—
Total	$	109,961	$	77,614	$	2,876	$	1,400	$	43

        As of June 30, 2006, the aggregate amount of outstanding certificates of deposit in amounts greater than or equal to $100,000 was approximately $100 million. The following table sets forth the maturity of those certificates as of June 30, 2006:

	At June 30, 2006
	(In Thousands)
Three months or less	$	12,900
Over three months through six months		22,376
Over six months through one year		16,710
Over one year to three years		47,328
Over three years		406
Total	$	99,720

        Between August 15, 2007 and October 10, 2007, approximately $50.0 million of five-year add-on certificates of deposits will mature. The approximately $20 million of government-sponsored enterprises that will mature during such period will provide liquidity in the event that Hampden Bank does not retain a portion of these certificates of deposits. In addition, Hampden Bank entered into interest rate swap agreements to hedge its portfolio of certificates of deposit.

        Borrowings.    Hampden Bank utilizes advances from the Federal Home Loan Bank primarily in connection with funding growth in the balance sheet and to assist in the management of its interest rate risk by match funding longer term fixed rate loan. FHLB advances are secured primarily by certain of Hampden Bank's mortgage loans, investment securities and by it's holding of FHLB stock. As of

78

June 30, 2006, Hampden Bank had outstanding $99.8 million in FHLB advances, and had the ability to borrow an additional $75.9 million based on available collateral.

        The following table sets forth certain information concerning balances and interest rates on Hampden Banks FHLB advances at the dates and for the years indicated:

	At or For the Years Ended June 30,
	2006			2005			2004			2003			2002
	(Dollars in Thousands)
Balance at end of year	$	99,824		$	63,784		$	57,841		$	41,332		$	50,300
Average balance during year		88,094			65,551			51,474			47,543			43,672
Maximum outstanding at any month end		99,824			73,278			59,028			52,019			51,499
Weighted average interest rate at end of year		4.35	%		3.84	%		3.42	%		5.41	%		4.98	%
Weighted average interest rate during year		4.10	%		3.57	%		4.22	%		4.94	%		5.06	%

        Of the $99.8 million in advances outstanding at June 30, 2006, $12.0 million, bearing a weighted-average interest rate of 3.65%, are callable by the FHLB at its option and in its sole discretion only if the level of a specific index were to exceed a pre-determined maximum rate. In the event the FHLB calls these advances, Hampden Bank will evaluate its liquidity and interest rate sensitivity position at that time and determine whether to replace the called advances with new borrowings.

        In addition to FHLB borrowings Hampden Bank has $11.2 million of repurchases agreements with business customers. These repurchases agreements are collateralized by government-sponsored enterprise investments.

        Hampden Bank recognizes the need to assist the communities it serves with economic development initiatives. These initiatives focus on creating or retaining jobs for lower income workers, benefits for lower income families, supporting small business and funding affordable housing programs. To assist in funding these initiatives, Hampden Bank has participated in the FHLB's Community Development Advance (CDA) program. Hampden Bank has originated a total of approximately $20 million in loans that qualified under this program.

79

Properties

        Hampden Bank conducts its business through its main office located in Springfield, Massachusetts and six other offices located in Hampden County, Massachusetts. The following table sets forth information about our offices as of June 30, 2006:

		Location	Year Opened	Deposit Base June 30, 2006
				(In Millions)
Owned
	Main Office:	19 Harrision Avenue Springfield, MA 01103	1951	$	82.7
	Branch Offices:
		220 Westfield Street West Springfield, MA 01085	1975		54.6
		475 Longmeadow Street Longmeadow, MA 01106	1976		66.8
		1363 Allen Street Springfield, MA 01118	1979		70.2
Leased
		820 Suffield Street Agawam, MA 01001	2001		28.2
		2006 Boston Road Wilbraham, MA 01095	2003		11.5
		1500 Main Street Tower Square Springfield, MA 01115	2005		2.4

Subsidiary Activities and Portfolio Management Services

        Hampden Bancorp, MHC conducts its principal business activities through its wholly-owned subsidiary, Hampden Bank. Hampden Bank has two operating subsidiaries, Hampden Investment Corporation and Hampden Insurance Agency.

        Hampden Investment Corporation.    Hampden Investment Corporation (HIC) is a Massachusetts securities corporation and a wholly owned subsidiary of Hampden Bank. HIC is an investment company that engages in buying, selling and holding securities on its own behalf. At June 30, 2006, HIC had total assets of $57.6 million consisting primarily of government-sponsored enterprise bonds and mortgage backed securities. HIC's net income for the years ending June 30, 2006 and June 30, 2005 was $1.5 million and $1.5 million respectively. As a Massachusetts securities corporation HIC has a lower state income tax rate compared to other corporations.

        Hampden Insurance Agency.    Hampden Insurance Agency (HIA) ceased selling insurance products in November 2000. As of June 30, 2006, HIA had total assets of $34,000 consisting of cash and real estate which Hampden Bank uses for customer parking at its main office.

80

Legal Proceedings

        We are not involved in any legal proceedings other than routine legal proceedings occurring in the ordinary course of business. Management believes that those routine legal proceedings involve, in the aggregate, amounts that are immaterial to our financial condition and results of operations.

Employees

        As of June 30, 2006, Hampden Bank had 91 full-time (40 hours) and 16 part-time employees. Employees are not represented by a collective bargaining unit and Hampden Bank considers its relationship with its employees to be good.

81

Our Management

Directors

        The initial board of directors of Hampden Bancorp consists of the twelve current trustees of Hampden Bancorp, MHC and Thomas R. Burton, President and Chief Executive Officer. The board of directors of Hampden Bancorp are elected to terms of three years, approximately one-third of whom are elected annually.

        All of our directors are independent under the current listing standards of the Nasdaq Global Market, except for Mr. Burton, who is an officer of Hampden Bancorp. Information regarding the directors is provided below. Unless otherwise stated, each person has held his or her occupation for the last five years. Ages presented are as of July 30, 2006. The period of service as a director also reflects time served as a trustee of Hampden Bank.

The following directors have terms ending in 2007:

Thomas R. Burton, CPA has served as the President and Chief Executive Officer of Hampden Bancorp and its predecessors since 1994. Prior to that, he was a managing partner at KPMG Peat Marwick. Age 59. Director since 1994.

Francis V. Grimaldi, CPA has been retired since 1992. He served as the treasurer of Hampden Savings Bank from 1984 to 1992. Age 79. Director since 1992.

James L. Shriver has served as the President and Chief Executive Officer of Chamber Energy Corporation since August 1998. Age 73. Director since 2003.

Linda Silva Thompson has served as a managing partner of Mitchell, Myhre & Silva Realty, Inc. since June 1985. She was also an economic development consultant to the Pioneer Valley Planning Commission from May 2002 to July 2004. Age 46. Director since 2005.

Eddie Wright has served as an insurance broker at Wright Ins. Agency from July 2001 through July 2006. Age 78. Director since 1986.

The following directors have terms ending in 2008:

Thomas V. Foley has been retired since June 2004. Prior to that, he was a supervising customer service engineer for Holyoke Gas & Electric from January 2002 to June 2004. Prior to that, he served as a manager at Holyoke Water Power Company. Age 71. Director since 1990.

Stanley Kowalski, Jr. is a member of the faculty of the School of Business of Western New England College. He served as the Dean of the School of Business of Western New England College from July 1979 to June 2006. Age 65. Director since 1995.

Mary Ellen Scott has served as the president of United Personnel Mgmt. Co., Inc. since 1984 and the president of United Personnel Services, Inc. since 1987. Age 62. Director since 2000.

Stuart F. Young, Jr. has served as the Director of Fiscal Services at the Shriners Hospital for Children in Springfield, Massachusetts since July 1994. Age 56. Director since 1986. Chairman of the Board of Directors since February 2005.

The following directors have terms ending in 2009:

Donald R. Dupré, CPA, Esq. has been retired since 1999. He was a managing partner at KPMG Peat Marwick. He has served as the Clerk of Hampden Bancorp and its predecessors since 1990. Age 78. Director since 1990.

82

Judith E. Kennedy has been retired since March 2005. Prior to that, she was a Literacy Fellow at the New York Institute for Special Education from July 2002 to March 2005. Prior to that, she served as a Principal for the Springfield public school system. Age 68. Director since 1977.

Richard J. Kos, Esq. has been an attorney at the firm of Egan, Flanagan and Cohen, PC since January 2004. Prior to that, he was Mayor of the City of Chicopee, Massachusetts from July 1997 to January 2004. Age 53. Director since 2005.

Kathleen O'Brien Moore has served as Treasurer of the Town of West Springfield, Massachusetts since 1994. Age 52. Director since 2002.

Executive Officers

        The initial executive officers of Hampden Bancorp are the same as those who serve as executive officers of Hampden Bank. These executive officers are elected annually by the board of directors and serve at the board's discretion. The executive officers of Hampden Bancorp and Hampden Bank are:

Thomas R. Burton	President and Chief Executive Officer of Hampden Bancorp and Hampden Bank
Glenn S. Welch	Senior Vice President and Division Executive for Business Banking of Hampden Bancorp and Hampden Bank
Robert A. Massey	Senior Vice President and Treasurer of Hampden Bancorp and Hampden Bank
Robert J. Michel	Senior Vice President and Division Executive for Retail and Mortgage Lending of Hampden Bancorp and Hampden Bank
William D. Marsh	Senior Vice President and Division Executive for Retail Banking and Financial Services of Hampden Bancorp and Hampden Bank

        Below is information regarding our executive officers who are not also directors. Unless otherwise stated, each executive officer has held his or her current position for at least the last five years. Ages presented are as of July 30, 2006.

        Glenn S. Welch has served as Senior Vice President and Division Executive Business Banking since June 2002. Previously, he served as Vice President of Commercial Loans. Age 44.

        Robert A. Massey serves as our Senior Vice President and Treasurer. Age 55.

        Robert J. Michel serves as our Senior Vice President and Division Executive for Retail and Mortgage Lending. Age 54.

        William D. Marsh serves as Senior Vice President and Division Executive for Retail Banking and Financial Services. Age 56.

Committees of the Board of Directors of Hampden Bancorp, Inc.

        In connection with the formation of Hampden Bancorp, the board of directors established Audit, Compensation and Governance and Nominating Committees of Hampden Bancorp.

        The Audit Committee consists of James Schriver, Richard Kos and Judith Kennedy. The primary role of the Audit Committee is to assist the board of directors in its oversight of the integrity of Hampden Bancorp's processes and systems of internal controls concerning accounting and financial

83

reporting and to review compliance with applicable laws and regulations. The committee is also responsible for engaging Hampden Bancorp's independent registered public accounting firm and its internal auditor and monitoring their conduct and independence. Each member of the Audit Committee is independent in accordance with the listing standards of the Nasdaq Global Market and rules of the Securities and Exchange Commission. The board of directors has designated James Schriver as an audit committee financial expert under the rules of the Securities and Exchange Commission.

        The Compensation Committee, consisting of Stuart Young, Stanley Kowalski and Mary Ellen Scott, will be responsible for determining annual grade and salary levels for employees and establishing personnel policies. Each member of the Compensation Committee is independent under the listing standards of the Nasdaq Global Market.

        The Governance and Nominating Committee, consisting of Stanley Kowalski, Kathleen O'Brien Moore and Richard Kos, will be responsible for the annual selection of management's nominees for election as directors and developing and implementing policies and practices relating to corporate governance, including implementing and monitoring the adherence to Hampden Bancorp's corporate governance policy. Each member of the Governance and Nominating Committee is independent under the definition contained in the listing standards of the Nasdaq Global Market.

        Each of the committees listed above will operate under a written charter, which will govern its composition, responsibilities and operations.

        Initially, all of the directors of Hampden Bancorp will also serve on the board of directors of Hampden Bank. Hampden Bank's board of directors has established three additional committees—The Board of Investment, the Asset and Liability Committee and the Community Reinvestment Committee.

Corporate Governance Policies and Procedures

        In addition to establishing committees of the board of directors, Hampden Bancorp will also adopt several policies to govern the activities of Hampden Bancorp and cause Hampden Bank to revise existing policies governing the activities of Hampden Bank, including a corporate governance policy and code of business conduct and ethics. The corporate governance policy will set forth:

•

the duties and responsibilities of each director;



•

the composition, responsibilities and operation of the board of directors;



•

the establishment and operation of board committees;



•

succession planning;



•

convening executive sessions of independent directors;



•

the board of directors' interaction with management and third parties; and



•

the evaluation of the performance of the board of directors and the chief executive officer.

        The code of business conduct and ethics, which will apply to all employees and directors, will address conflicts of interest, the treatment of confidential information, general employee conduct and compliance with applicable laws, rules and regulations. In addition, the code of business conduct and ethics will be designed to deter wrongdoing and to promote honest and ethical conduct, the avoidance of conflicts of interest, full and accurate disclosure and compliance with all applicable laws, rules and regulations.

84

Directors' Compensation

        Upon completion of the conversion, each non-employee director of Hampden Bank will receive $950 per meeting of the board of directors. In addition, each member of a committee of either Hampden Bancorp or Hampden Bank will receive $550 per meeting, except that audit committee members will receive $650 per meeting and the chairman will receive $750 per meeting.

        Non-employee directors of Hampden Bancorp will receive an $8,000 annual retainer and the chairman receiving a $10,000 annual retainer. After the conversion it is anticipated that the Board of Directors of Hampden Bank and Hampden Bancorp will each meet six times a year. In the event that the Hampden Bancorp board meets immediately before or after a Hampden Bank board meeting the directors will not receive compensation with respect to the Hampden Bancorp meeting.

        Trustee Supplemental Retirement Plan.    Hampden Bank has entered into non-qualified supplemental retirement plans with each of its trustees that pay benefits at retirement in the form of a 10-year, term certain annuity in an annual amount of up to 50% of their annual trustee fees. Benefits are also paid in the case of death and disability, and there is a reduced benefits that is paid in the case of certain terminations of service prior to retirement.

Executive Compensation

        Summary Compensation Table.    The following information is provided for our President and Chief Executive Officer and other executive officers of Hampden Bank who received a salary and bonus of $100,000 or more during the year ended June 30, 2006.

Name and Principal Position	Year	Salary		Bonus		All Other Compensation(1)
Thomas R. Burton President and Chief Executive Officer	2006	$	240,058	$	—	$	152,257
Glenn S. Welch Senior Vice President and Division Executive Business Banking	2006		129,600		—		5,338
Robert Massey Senior Vice President and Treasurer	2006		109,489		—		15,496
Robert J. Michel Senior Vice President and Division Executive for Retail and Mortgage Lending	2006		114,992		—		35,214
William Marsh Senior Vice President and Division Executive for Retail Banking and Financial Services	2006		125,256		—		16,852

(1)

For Messrs. Burton, Welch, Massey, Michel and Marsh, the 2006 amount consists of executive salary continuation agreement contributions of $119,647, $2,784, $12,668, $18,886 and $16,517 respectively; employer matching contributions under Hampden Bank's 401(k) plan of $3,036, $1,980, $1,635, $2,015 and $0, respectively; and group term life insurance premium payments of $658, $574, $1,193, $313 and $335, respectively; as well as, for Messrs. Burton and Michel, $28,916 and $14,000, respectively, of the benefit of employer-paid premiums for split-dollar life insurance.

        Employment Agreements.    Upon the completion of the conversion, Hampden Bank and Hampden Bancorp intend to enter into employment agreements with each of Messrs. Burton and Welch (referred to below as the "executive" or "executives"). Our continued success depends to a significant degree on

85

the skills and competence of these officers, and the employment agreements are intended to ensure that we maintain a stable and competent management base after the offering. Under the agreements, which have essentially identical provisions, Hampden Bancorp will make any payments not made by Hampden Bank under its agreement with the executives, but the executives will not have duplicative payments.

        The initial term of the agreements with both Mr. Burton and Mr. Welch is three (3) years. In each case, the term automatically extends at the conclusion of the initial term for a successive term of three (3) years, unless notice not to renew is given by either party, or unless the agreement is earlier terminated by the parties. Following termination of the executive's employment, the executive must adhere to non-competition and non-solicitation restrictions for one (1) year. The employment agreements provide that each executive's base salary will be reviewed annually. The base salaries which will be effective for such employment agreements for Messrs. Burton and Welch will be $250,000 and $130,000, respectively. In addition to the base salary, the employment agreements provide for, among other things, participation in stock benefits plans and other fringe benefits applicable to executive personnel. The employment agreements provide for termination by Hampden Bank or Hampden Bancorp for "cause," as defined in the employment agreement, at any time. If Hampden Bank or Hampden Bancorp chooses to terminate an executive's employment without "cause," or if an executive resigns from Hampden Bank or Hampden Bancorp with "good reason" (defined as a: (1) material reduction in the executive's responsibilities or authority in connection with his employment with Hampden Bank and Hampden Bancorp; (2) assignment to the executive of duties of a non-executive nature or duties for which he is not reasonably equipped by his skills and experience; (3) with respect to Mr. Burton's agreement, failure of the executive to be nominated or re-nominated as a member of the board of directors; (4) material reduction in salary or benefits being provided to the executive in the employment agreement (unless the reduction is made on a non-discriminatory manner to all executives); (5) relocation of the executive's principal business office or place of residence outside of the area consisting of thirty-five (35) mile radius from the current main office of Hampden Bank and any branch of Hampden Bank, or the assignment to the executive of duties that would reasonably require such a relocation; or (6) liquidation or dissolution of Hampden Bank or Hampden Bancorp), the executive will receive an amount equal to the remaining base salary payments due to the executive for the remaining term of the employment agreement, the benefits that he would have received under any retirement programs in which he participated for the remaining term of the employment agreement, and the right to continue to participate in any benefit plans of Hampden Bank that provide life insurance for the remaining term of the employment agreement. In addition, Hampden Bank and/or Hampden Bancorp would also continue and/or pay for the executive's health and dental coverage for eighteen (18) months or at such earlier date as the executive becomes eligible for coverage under another employer's group coverage. The agreement with Mr. Burton also provides him with a disability benefit equal to 100% of the executive's bi-weekly rate of base salary as of his termination date. Disability payments are reduced by any disability benefits paid to Mr. Burton under any policy or program maintained by Hampden Bank and/or Hampden Bancorp. Mr. Burton will cease to receive disability payments upon the earlier of: (1) the date an executive returns to full-time employment; (2) the death of the executive; (3) executive's attainment of age 65; or (4) the expiration of the executive's employment agreement.

        Under the employment agreements, in the event of a change in ownership or control within the meaning of section 409A of the Internal Revenue Code, if the executives are offered employment with Hampden Bank or its successor that is comparable in terms of compensation and responsibilities, and the executives stay for six (6) months after the change in ownership or control is completed, the executives shall receive a lump sum payment in the amount of three (3) months base salary. In addition, under the agreements, if within the period ending two (2) years after a change in control (defined in the agreements), Hampden Bank or Hampden Bancorp terminates the executive without "cause" or the executive resigns with "good reason", Mr. Burton would be entitled to a severance

86

payment equal to three (3) times the average of his annual compensation for the five preceding taxable years and Mr. Welch would be entitled to a severance payment equal to two (2) times the average of his annual compensation for the five preceding taxable years. Hampden Bank and/or Hampden Bancorp would also continue and/or pay for the executive's health and dental coverage for eighteen (18) months or at such earlier date as the executive becomes eligible for coverage under another employer's group coverage. Mr. Burton further would continue to participate in any benefit plans that provided life insurance and would receive the benefits he would have received under any retirement programs in which he participated for thirty-six months (36) following his termination of employment (other than where prohibited by express plan terms, or by applicable law). Mr. Welch would continue to participate in any benefit plans that provided life insurance and would receive the benefits he would have received under any retirement programs in which he participated in for twenty-four months (24) following his termination of employment. Under the terms of the employment agreements, if the severance and other benefits provided for in the agreements or otherwise payable to the executive (i) constitute "parachute payments" within the meaning of Section 280G of the Internal Revenue Code and (ii) would be subject to the excise tax imposed by Section 4999 of the Code, then the executive's severance benefits will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. If a change in control of Hampden Bank and Hampden Bancorp occurred, the total amount of payments due under the employment agreements, based solely on the executives' average annual taxable compensation for 2001 through 2005 (without regard to future base salary adjustments or bonuses and excluding any tax indemnification payment and any benefits under any employee benefit plan which may be payable) would be approximately $982,000.

        Payments owed to the executive under the employment agreement will be guaranteed by Hampden Bancorp if payments or benefits are not paid by Hampden Bank. The employment agreements also provide that Hampden Bank and Hampden Bancorp will indemnify the executive to the fullest extent legally allowable.

        Change in Control Agreements.    Upon completion of the conversion, Hampden Bank will enter into change in control agreements with eleven of its senior officers, but not Mr. Burton or Mr. Welch. Each change in control agreement will have a two-year term, which the board of directors of Hampden Bank may extend for an additional year. Under the agreements, in the event of a change in ownership or control within the meaning of section 409A(a)(2)(A)(v) of the Internal Revenue Code, if the employee covered by the agreement is offered employment with Hampden Bank or its successor that is comparable in terms of compensation and responsibilities, and the employee stays for six (6) months after the change in ownership or control is completed, the employee shall receive a lump sum payment in the amount of three (3) months base salary. If, within a period ending two (2) years after a change in control (defined in the agreement), Hampden Bank or Hampden Bancorp or their successors terminates the employment of an individual who has entered into a change in control agreement without "cause" (defined in the agreement), or if the individual voluntarily resigns with "good reason" (defined in the agreement), the individual will receive a severance payment under the agreements equal to one (1) times the individual's average annual compensation for the five most recent taxable years. Hampden Bank will also continue health, dental and disability benefit coverage for eighteen (18) months following termination of employment. If a change in control of Hampden Bank or Hampden Bancorp occurred, and Hampden Bank terminated all officers covered by change in control agreements, the total payments due under the agreements, based solely on the executive's average annual taxable compensation for 2001 through 2005 (without regard to future base salary adjustments or bonuses and excluding any benefits under any benefit plan which may be payable and, with respect

87

to new employees, based on annualized 2006 base salary) would equal approximately $938,000. The agreements limit payments made to the executives in connection with a change in control to amounts that will not exceed the limits imposed by Section 280G of the Internal Revenue Code, which provides that severance payments that equal or exceed three times the individual's base amount are deemed to be "excess parachute payments" if they are contingent upon a change in control.

        Split Dollar/Salary Continuation Plans.    Hampden Bank has entered into split-dollar life insurance agreements with Messrs. Burton and Michel under which it advances premiums to fund life insurance policies that are owned by the executive. The policies are collaterally assigned to Hampden Bank to secure the repayment of premiums upon termination of employment. At the time that it entered into the split dollar agreements, Hampden Bank also entered into salary continuation agreements with each of Messrs. Burton and Michel under which a portion of the premium obligation is funded or forgiven if the executive remains an employee of Hampden Bank in good standing until a designated retirement date. Provided that Messrs. Burton and Michel remain employed by Hampden Bank until March 14, 2012, in the case of Mr. Burton, and April 5, 2014 in the case of Mr. Michel, each is provided a lump sum payment under his salary continuation agreement. The lump sum benefits under the salary continuation agreements are $746,000 for Mr. Burton, and $409,000 for Mr. Michel.

        Executive Salary Continuation Arrangements.    Hampden Bank has entered into non-qualified deferred compensation agreements (referred to a "Executive Salary Continuation Agreements") with Messrs. Burton, DeBonis, Michel, Marsh, Massey, and Welch for the purpose of supplementing retirement benefits provided under the Bank's Pension Plan (see "—Pension Plan"). Benefits provided to Mr. Burton are in the form of a life annuity in an amount equal to 75% of final average compensation offset by social security and certain tax-qualified benefits. For all other covered executives, benefits are expressed as a life annuity with annual payments of $30,000, except for Mr. Welch, whose benefits are expressed as a life annuity with annual payments of $60,000. Benefits under these agreements may be funded under a "rabbi" trust (see "—Rabbi Trust"). The agreements provide that the executives will receive a monthly supplemental retirement income benefit until the death of the executive following retirement at or after age 65, except for Mr. Michel, which is at or after age 62. In the event an executive dies prior to retirement, a pre-retirement death benefit is paid to his beneficiary. The agreements also provide for a benefit in the event an executive terminates service with Hampden Bank, voluntarily or involuntarily, prior to attaining retirement age for reasons other than Cause (as defined in the agreements). Under these circumstances, the executive will receive a monthly annuity based on his account balance as of his termination date. If an executive's service with Hampden Bank is terminated due to a disability before he attains age 65, the executive will immediately receive the retirement as if he had reached retirement age. Hampden Bank will make any necessary amendments to these arrangements prior to December 31, 2006, in order to ensure the agreements comply with the requirements of Section 409A of the Internal Revenue Code and the regulations and other Internal Revenue Service guidance issued thereunder.

        Rabbi Trust.    Hampden Bank entered into a grantor or "rabbi" trust agreement with an independent trustee. The grantor trust has been established to hold assets that Hampden Bank may contribute for the purpose of making benefits payments under the executive salary continuation arrangements. Funds held in the trust remain at all times subject to the claims of Hampden Banks' creditors in the event of Hampden Bank's insolvency.

Benefit Plans

        Pension Plan.    Hampden Bank maintains the Savings Bank Employees Retirement Association, or SBERA, pension plan (the "Pension Plan") for its eligible employees. Generally, employees of Hampden Bank begin participation in the pension plan once they reach age 21 and have completed one year of service. Participants in the pension plan become vested in their accrued benefit under the

88

pension plan upon the earlier of the: (1) attainment of age 65 while employed at Hampden Bank; (2) completion of three vesting years of service with Hampden Bank; or (3) death or disability of the participant. Participants are generally credited with a vesting year of service for each year in which they complete at least 1,000 hours of service.

        A participants normal benefit under the pension plan equals the sum of (1) 1.25% of the participant's average compensation (generally defined as the average taxable compensation for the three consecutive limitation years that produce the highest average) by the number of years of service the participant has under the plan up to 25 years of service, and (2) 1.85 times the participants average compensation over the participant's covered compensation limit. Participants may retire at or after age 65 and receive their full benefits under the plan. Participants may also retire early at age 62 or at age 55 with ten years of service or age 50 with 15 years of service and receive a reduced retirement benefit. Pension benefits are payable in equal monthly installments for life, or for married persons, as a joint survivor annuity over the lives of the participant and spouse. Participants may also elect a lump sum payment with the consent of their spouse. If a participant dies while employed by Hampden Bank, a death benefit will be payable to either his or her spouse or estate, or named beneficiary, equal to the entire amount of the participant's accrued benefit in the plan.

        Upon completion of the conversion, Hampden Bank will freeze the Pension Plan, effective with the close of the plan year ending November 1, 2006, at which point no further benefits will accrue to plan participants. A participant's benefits under the Pension Plan will not be increased for service performed or compensation paid after such date.

        The following table indicates the annual employer-provided retirement benefits that would be payable under the pension plan upon retirement at age 65 to a participant electing to receive his pension benefit in the standard form of benefit, assuming various specified levels of plan compensation and various specified years of credited service. Under the Internal Revenue Code, maximum annual benefits under the pension plan are limited to $170,000 per year and annual compensation for benefit calculation purposes is limited to $210,000 per year for the plan year beginning November 1, 2005.

		Years of Service
Average Annual Compensation
		10		15		20		25+
$	20,000	$	2,500	$	3,750	$	5,000	$	6,250
	40,000		5,000		7,500		10,000		12,500
	60,000		8,178		12,267		16,356		20,445
	80,000		11,878		17,817		23,756		29,695
	100,000		15,578		23,367		31,156		38,945
	120,000		19,278		28,917		38,556		48,195
	125,000		20,203		30,305		40,406		50,508
	140,000		22,978		34,467		45,956		57,445
	150,000		24,828		37,242		49,656		62,070
	175,000		29,453		44,180		58,906		73,633
	200,000		34,078		51,117		68,156		85,195
	210,000		35,928		53,892		71,856		89,820

        As of July 30, 2006, Messrs. Burton, Welch, Massey, Michel and Marsh had 12, 7, 14, 31 and 10 years of service, respectively, for purposes of the pension plan.

        401(k) Plan.    Hampden Bank sponsors the Hampden Bank SBERA 401(k) Plan, a tax-qualified defined contribution plan, for all employees of Hampden Bank who have satisfied the plan eligibility requirements. Employees who have attained age 21 may begin deferring compensation as of the first day of the month following the completion of twelve months of employment with Hampden Bank.

89

        The plan has an individual account for each participant's contributions and allows each participant to direct the investment of his or her account in a variety of investment funds. In connection with the offering, the plan will add an additional investment alternative, the Hampden Bancorp Stock Fund. The Hampden Bancorp Stock Fund will permit participants to invest up to 100% of their deferrals in Hampden Bancorp common stock. A participant who elects to purchase common stock in the offering through the plan will receive the same subscription priority and be subject to the same individual purchase limitations as if the participant had elected to make such purchase using other funds. See "The Conversion—Subscription Offering and Subscription Rights" and "—Limitations on Common Stock Purchases." The plan will purchase common stock for participants in the offering, to the extent that shares are available. After the offering, the plan will purchase shares in open market transactions. Participants will direct the stock fund trustee on the voting of shares purchased for their plan accounts.

        Employee Stock Ownership Plan.    In connection with the conversion, Hampden Bank has authorized the adoption of an employee stock ownership plan for eligible employees of Hampden Bank. Eligible employees who have attained age 21 and have been employed by us for three months at the closing date of the conversion will be eligible to participate in the plan. Thereafter, new employees of Hampden Bank who have attained age 21 and completed 1,000 hours of service during a continuous 12-month period will be eligible to participate in the employee stock ownership plan as of the first entry date following completion of the plan's eligibility requirements.

        It is anticipated we will engage an independent third party trustee to purchase, on behalf of the employee stock ownership plan, that number of shares equal to 8.0% of the sum of the number of shares of Hampden Bancorp sold in the offering plus the number of shares contributed to the charitable foundation (408,765, 480,900, 553,035 and 635,990 shares at the minimum, midpoint, maximum and 15% above the maximum of the offering range, respectively). It is anticipated that the employee stock ownership plan will fund its purchase in the offering from through a loan from Hampden Bancorp or a subsidiary capitalized by Hampden Bancorp. The loan will equal 100% of the aggregate purchase price of the common stock. The loan to the employee stock ownership plan will be repaid principally from Hampden Bank's contributions to the employee stock ownership plan and dividends payable on common stock held by the employee stock ownership plan over the anticipated fifteen-year term of the loan. The interest rate for the employee stock ownership plan loan is expected to be the prime rate as published in The Wall Street Journal on the closing date of the offering. See "Pro Forma Data."

        Shares purchased by the employee stock ownership plan with the proceeds of the employee stock ownership plan loan will be held in a suspense account and released on a pro rata basis as the loan is repaid. Discretionary contributions to the employee stock ownership plan and shares released from the suspense account will be allocated among participants on the basis of each participant's proportional share of compensation.

        Participants will vest in the benefits allocated under the employee stock ownership plan at a rate of 20% per year for each year of continuous service with Hampden Bank over a five-year period. A participant will become fully vested at retirement, upon death or disability or upon termination of the employee stock ownership plan. Benefits are generally distributable upon a participant's separation from service. Any unvested shares that are forfeited upon a participant's termination of employment will be reallocated among the remaining plan participants.

        Plan participants will be entitled to direct the plan trustee on how to vote common stock credited to their accounts. The trustee will vote allocated shares held in the employee stock ownership plan as instructed by the plan participants and unallocated shares and allocated shares for which no instructions are received will be voted in the same ratio on any matter as those shares for which instructions are given, subject to the fiduciary responsibilities of the trustee.

90

        Under applicable accounting requirements, compensation expenses for a leveraged employee stock ownership plan is recorded at the fair market value of the employee stock ownership plan shares when committed to be release to participants accounts. See "Pro Forma Data."

        The employee stock ownership plan must meet certain requirements of the Internal Revenue Code and the Employment Retirement Income Security Act of 1974, as amended. We intend to request a favorable determination letter from the Internal Revenue Service regarding the tax-qualified status of the employee stock ownership plan.

        Stock-Based Incentive Plan.    We intend to implement a stock-based incentive plan no earlier than six months after the conversion that will provide for grants of stock options and restricted stock. In accordance with applicable regulations, we anticipate that the plan, if adopted less than one year after the conversion, will authorize a number of stock options not to exceed 10.0% of the sum of shares sold in the offering and contributed to the charitable foundation and a number of shares of restricted stock equal to 4.0% of the sum of shares sold in the offering and contributed to the charitable foundation. These limitations will not apply if the plan is implemented more than one year after the conversion.

        We may fund the equity incentive plan through the purchase of common stock in the open market, subject to regulatory restrictions, by a trust established in connection with the plan or from authorized, but unissued, shares of Hampden Bancorp common stock. The acquisition of additional authorized, but unissued, shares by the equity incentive plan after the offering would dilute the interests of existing stockholders. See "Pro Forma Data."

        We will grant all stock options at an exercise price equal to 100% of the fair market value of the stock on the date of grant. We will grant restricted stock awards at no cost to recipients. Restricted stock awards and stock options generally vest ratably over a five-year period, but Hampden Bancorp may also make vesting contingent upon the satisfaction of performance goals established by the board of directors or the committee charged with administering the plan. All outstanding awards will accelerate and become fully vested upon a change in control of Hampden Bancorp.

        The equity incentive plan will comply with all applicable Massachusetts Commissioner of Banks and FDIC regulations. We will submit the equity incentive plan to stockholders for their approval, at which time we will provide stockholders with detailed information about the plan. If the plan is implemented within one year after the conversion, the plan must be approved by a majority of the total votes eligible to be cast and if the plan is implemented more than one year after the conversion, the plan must be approved by a majority of the total votes cast.

Transactions with Hampden Bank

        Loans and Extension of Credit.    The Sarbanes-Oxley Act generally prohibits loans by Hampden Bancorp and Hampden Bank to their executive officers and directors. However, the Sarbanes-Oxley Act contains a specific exemption from such prohibition for loans by Hampden Bank to executive officers and directors of Hampden Bancorp and Hampden Bank in compliance with federal banking regulations as well as historic loans relating to split dollar life insurance policies. Federal regulations require that all loans or extensions of credit to executive officers and directors of insured institutions must be made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons and must not involve more than a normal risk of repayment or present other unfavorable features. Hampden Bank is therefore prohibited from making any new loans or extensions of credit to executive officers and directors at different rates or terms than those offered to the general public. Notwithstanding this rule, federal regulations permit Hampden Bank to make loans to executive officers and directors at reduced interest rates if the loan is made under a benefit program generally available to all other employees and does not give preference to any executive officer or director over any other employee. In addition, Hampden Bank must comply with Massachusetts banking laws regarding loans to insiders. See "Regulation and Supervision—Massachusetts

91

Bank Regulation—Loans to a Bank's Insiders." At June 30, 2006, the aggregate loans outstanding made by Hampden Bank to executive officers and trustees was $1,065,000, including $430,000 of loans relating to split dollar life insurance policies which amounts will be forgiven if the beneficiary reaches retirement age while employed at the Bank.

        Temporary Staffing Services.    From time to time, Hampden Bank engages temporary employees through United Personnel Services, Inc. and pays United Personnel Services, Inc. an hourly rate for such employees. Ms. Mary Ellen Scott, a director of Hampden Bank and Hampden Bancorp, Inc. as well as a trustee of Hampden Bancorp, MHC, is the owner and President of United Personnel Services. Hampden Bank paid United Personnel Services, Inc. approximately $55,422, $75,735 and $100,721 in the fiscal years ended June 30, 2006, 2005 and 2004, respectively.

        Other Transactions.    In the past, Hampden Bank has engaged the law firm of Egan, Flanagan and Cohen, P.C. to provide legal services and in fiscal 2006, paid the firm a total of $6,793. Mr. Richards J. Kos, a director of Hampden Bank and Hampden Bancorp, Inc. as well as a trustee of Hampden Bancorp, MHC, is an attorney at Egan, Flanagan and Cohen, P.C.

Indemnification for Directors and Officers

        Hampden Bancorp, Inc.'s bylaws provide that Hampden Bancorp shall indemnify all officers, directors and employees of Hampden Bancorp, Inc. to the fullest extent permitted under Delaware 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 Hampden Bancorp. Such indemnification may include the advancement of funds to pay for or reimburse reasonable expenses incurred by an indemnified party to the fullest extent permitted under Delaware law. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of Hampden Bancorp pursuant to its bylaws or otherwise, Hampden Bancorp has been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.

92

Subscriptions by Executive Officers and Trustees

        The following table presents certain information as to the approximate anticipated purchases of common stock by our trustees and executive officers, including their associates, as defined by applicable regulations. No individual has entered into a binding agreement to purchase these shares and, therefore, actual purchases could be more or less than indicated. For purposes of the following table, sufficient shares are assumed to be available to satisfy subscriptions in all categories. All trustees and officers as a group would own 3.7% of the shares offered for sale at the minimum of the offering range and 2.7% of the shares offered for sale at the maximum of the offering range.

	Proposed Purchases of Stock in the Offering
Name	Number of Shares	Dollar Amount
Trustees
Thomas R. Burton(1)	25,000	$	250,000
Donald R. Dupré	2,500		25,000
Thomas V. Foley	5,000		50,000
Francis V. Grimaldi	10,000		100,000
Judith E. Kennedy	2,000		20,000
Richard J. Kos(2)	30,000		300,000
Stanley Kowalski	2,000		20,000
Kathleen O'Brien Moore	10,000		100,000
Mary Ellen Scott	10,000		100,000
James L. Shriver	5,000		50,000
Linda M. Silva Thompson	4,000		40,000
Eddie Wright	100		1,000
Stuart F. Young, Jr.(3)	30,000		300,000
Executive Officers Who Are Not Trustees
Glenn S. Welch	10,000		100,000
Robert A. Massey	7,500		75,000
Robert J. Michel	15,000		150,000
William D. Marsh	10,000		100,000
All trustees and executive officers as a group (17)	178,100	$	1,781,000

(1)

Includes 5,000 shares proposed to be purchased by Mr. Burton's spouse.

(2)

To be held jointly with Mr. Kos's spouse.

(3)

To be held jointly with Mr. Young's spouse.

Regulation and Supervision

General

        Hampden Bancorp, MHC is a Massachusetts-chartered mutual bank holding company. Hampden Bank is a Massachusetts-charted stock savings bank. Once the conversion of Hampden Bancorp, MHC to stock form has been completed, Hampden Bank will be the wholly-owned subsidiary of Hampden Bancorp, a Delaware corporation and registered bank holding company. Hampden Bank's deposits are insured up to applicable limits by the FDIC and by the Depositors Insurance Fund of Massachusetts for amounts in excess of the FDIC insurance limits. Hampden Bank is subject to extensive regulation by the Massachusetts Commissioner of Banks, as its chartering agency, and by the Federal Deposit Insurance Corporation, as its deposit insurer. Hampden Bank is required to file reports with, and is

93

periodically examined by, the FDIC and the Massachusetts Commissioner of Banks concerning its activities and financial condition and must obtain regulatory approvals prior to entering into certain transactions, including, but not limited to, mergers with or acquisitions of other financial institutions. This regulation and supervision establishes a comprehensive framework of activities in which an institution can engage and is intended primarily for the protection of depositors and, for purposes of the Federal Deposit Insurance Corporation, the protection of the insurance fund. The regulatory structure also gives the regulatory authorities extensive discretion in connection with their supervisory and enforcement activities and examination policies, including policies with respect to the classification of assets and the establishment of adequate loan loss reserves for regulatory purposes. Any change in such regulatory requirements and policies, whether by the Massachusetts legislature, the FDIC or Congress, could have a material adverse impact on the Hampden Bancorp, Hampden Bank and their operations. Hampden Bank is a member of the FHLB. Upon conversion, Hampden Bancorp will be regulated as a bank holding company by the Federal Reserve Board.

        Certain regulatory requirements applicable to Hampden Bank and to Hampden Bancorp are referred to below or elsewhere herein. The description of statutory provisions and regulations applicable to savings institutions and their holding companies set forth below and elsewhere in this document does not purport to be a complete description of such statutes and regulations and their effects on Hampden Bank and Hampden Bancorp and is qualified in its entirety by reference to the actual laws and regulations.

Massachusetts Bank Regulation

        General.    As a Massachusetts-chartered savings bank, Hampden Bank is subject to supervision, regulation and examination by the Massachusetts Commissioner of Banks and to various Massachusetts statutes and regulations which govern, among other things, investment powers, lending and deposit-taking activities, borrowings, maintenance of retained earnings and reserve accounts, distribution of earnings and payment of dividends. In addition, Hampden Bank is subject to Massachusetts consumer protection and civil rights laws and regulations. The approval of the Massachusetts Commissioner of Banks or the Board of Bank Incorporation is required for a Massachusetts-chartered bank to establish or close branches, merge with other financial institutions, organize a holding company, issue stock and undertake certain other activities.

        In response to Massachusetts laws enacted in the last few years, the Massachusetts Commissioner of Banks adopted rules that generally allow Massachusetts banks to engage in activities permissible for federally chartered banks or banks chartered by another state. The Commissioner also has adopted procedures reducing regulatory burdens and expense and expediting branching by well-capitalized and well-managed banks.

        Investment Activities.    In general, Massachusetts-chartered savings banks may invest in preferred and common stock of any corporation organized under the laws of the United States or any state provided such investments do not involve control of any corporation and do not, in the aggregate, exceed 4.0% of the bank's deposits. Massachusetts-chartered savings banks may in addition invest an amount equal to 1.0% of their deposits in stocks of Massachusetts corporations or companies with substantial employment in Massachusetts which have pledged to the Massachusetts Commissioner of Banks that such monies will be used for further development within the Commonwealth. However, these powers are constrained by federal law. See "—Federal Bank Regulation—Investment Activities" for federal restrictions on equity investments.

        Loans-to-One-Borrower Limitations.    Massachusetts banking law grants broad lending authority. However, with certain limited exceptions, total obligations of one borrower to a bank may not exceed 20.0% of the total of the bank's capital stock.

94

        Loans to a Bank's Insiders.    The Massachusetts banking laws prohibit any executive officer, director or trustee from borrowing, otherwise becoming indebted, or becoming liable for a loan or other extension of credit by such bank to any other person, except for any of the following loans or extensions of credit: (i) loans or extension of credit, secured or unsecured, to an officer of the bank in an amount not exceeding $35,000; (ii) loans or extensions of credit intended or secured for educational purposes to an officer of the bank in an amount not exceeding $150,000; (iii) loans or extensions of credit secured by a mortgage on residential real estate to be occupied in whole or in part by the officer to whom the loan or extension of credit is made, in an amount not exceeding $500,000; and (iv) loans or extensions of credit to a director or trustee of the bank who is not also an officer of the bank in an amount permissible under the bank's loan to one borrower limit. Effective November 1, 2006, the foregoing limits are increased to $100,000, $200,000 and $750,000, respectively.

        The loans listed above require approval of the majority of the members of Hampden Bank's board of directors, excluding any member involved in the loan or extension of credit. No such loan or extension of credit may be granted with an interest rate or other terms that are preferential in comparison to loans granted to persons not affiliated with the savings bank.

        Dividends.    A Massachusetts stock bank may declare from net profits cash dividends not more frequently than quarterly and non-cash dividends at any time. No dividends may be declared, credited or paid if the bank's capital stock is impaired. The approval of the Massachusetts Commissioner of Banks is required if the total of all dividends declared in any calendar year exceeds the total of its net profits for that year combined with its retained net profits of the preceding two years. Net profits for this purpose means the remainder of all earnings from current operations plus actual recoveries on loans and investments and other assets after deducting from the total thereof all current operating expenses, actual losses, accrued dividends on preferred stock, if any, and all federal and state taxes.

        Regulatory Enforcement Authority.    Any Massachusetts bank that does not operate in accordance with the regulations, policies and directives of the Massachusetts Commissioner of Banks may be subject to sanctions for non-compliance, including seizure of the property and business of the bank and suspension or revocation of its charter. The Massachusetts Commissioner of Banks may under certain circumstances suspend or remove officers or directors who have violated the law, conducted the bank's business in a manner which is unsafe, unsound or contrary to the depositors interests or been negligent in the performance of their duties. In addition, upon finding that a bank has engaged in an unfair or deceptive act or practice, the Massachusetts Commissioner of Banks may issue an order to cease and desist and impose a fine on the bank concerned. Finally, Massachusetts consumer protection and civil rights statutes applicable to Hampden Bank permit private individual and class action law suits and provide for the rescission of consumer transactions, including loans, and the recovery of statutory and punitive damage and attorney's fees in the case of certain violations of those statutes.

        Depositors Insurance Fund.    All Massachusetts-chartered savings banks are required to be members of the Depositors Insurance Fund, a corporation that insures savings bank deposits in excess of federal deposit insurance coverage. The Depositors Insurance Fund is authorized to charge savings banks an annual assessment of up to ¹/50th of 1.0% of a savings bank's deposit balances in excess of amounts insured by the Federal Deposit Insurance Corporation.

Federal Bank Regulation

        Capital Requirements.    Under Federal Deposit Insurance Corporation's regulations, federally insured state-chartered banks that are not members of the Federal Reserve System ("state non-member banks"), such as Hampden Bank, are required to comply with minimum leverage capital requirements. For an institution determined by the FDIC to not be anticipating or experiencing significant growth and to be, in general, a strong banking organization rated composite 1 under Uniform Financial Institutions Ranking System established by the Federal Financial Institutions Examination Council, the minimum

95

capital leverage requirement is a ratio of Tier 1 capital to total assets of 3.0%. For all other institutions, the minimum leverage capital ratio is not less than 4.0%. Tier 1 capital is the sum of common stockholder's equity, noncumulative perpetual preferred stock (including any related retained earnings) and minority investments in certain subsidiaries, less intangible assets (except for certain servicing rights and credit card relationships) and certain other specified items.

        The FDIC regulations require state non-member banks to maintain certain levels of regulatory capital in relation to regulatory risk-weighted assets. The ratio of regulatory capital to regulatory risk-weighted assets is referred to as a bank's "risk-based capital ratio." Risk-based capital ratios are determined by allocating assets and specified off-balance sheet items (including recourse obligations, direct credit substitutes and residual interests) to four risk-weighted categories ranging from 0.0% to 100.0%, with higher levels of capital being required for the categories perceived as representing greater risk. For example, under the Federal Deposit Insurance Corporation's risk-weighting system, cash and securities backed by the full faith and credit of the U.S. government are given a 0.0% risk weight, loans secured by one- to four-family residential properties generally have a 50.0% risk weight, and commercial loans have a risk weighting of 100.0%.

        State non-member banks must maintain a minimum ratio of total capital to risk-weighted assets of at least 8.0%, of which at least one-half must be Tier 1 capital. Total capital consists of Tier 1 capital plus Tier 2 or supplementary capital items, which include allowances for loan losses in an amount of up to 1.25% of risk-weighted assets, cumulative preferred stock and certain other capital instruments, and a portion of the net unrealized gain on equity securities. The includable amount of Tier 2 capital cannot exceed the amount of the institution's Tier 1 capital. Banks that engage in specified levels of trading activities are subject to adjustments in their risk based capital calculation to ensure the maintenance of sufficient capital to support market risk.

        The FDIC Improvement Act required each federal banking agency to revise its risk-based capital standards for insured institutions to ensure that those standards take adequate account of interest-rate risk, concentration of credit risk, and the risk of nontraditional activities, as well as to reflect the actual performance and expected risk of loss on multi- family residential loans. The Federal Deposit Insurance Corporation, along with the other federal banking agencies, has adopted a regulation providing that the agencies will take into account the exposure of a bank's capital and economic value to changes in interest rate risk in assessing a bank's capital adequacy. The FDIC also has authority to establish individual minimum capital requirements in appropriate cases upon determination that an institution's capital level is, or is likely to become, inadequate in light of the particular circumstances.

        As a bank holding company, Hampden Bancorp will be subject to capital adequacy guidelines for bank holding companies similar to those of the FDIC for state-chartered savings banks. On a pro forma consolidated basis, Hampden Bancorp's pro forma stockholders' equity will exceed these requirements.

        Standards for Safety and Soundness.    As required by statute, the federal banking agencies adopted final regulations and Interagency Guidelines Establishing Standards for Safety and Soundness to implement safety and soundness standards. The guidelines set forth the safety and soundness standards that the federal banking agencies use to identify and address problems at insured depository institutions before capital becomes impaired. The guidelines address internal controls and information systems, internal audit system, credit underwriting, loan documentation, interest rate exposure, asset growth, asset quality, earnings and compensation, fees and benefits. Most recently, the agencies have established standards for safeguarding customer information. If the appropriate federal banking agency determines that an institution fails to meet any standard prescribed by the guidelines, the agency may require the institution to submit to the agency an acceptable plan to achieve compliance with the standard.

96

        Investment Activities.    Since the enactment of FDIC Improvement Act, all state-chartered Federal Deposit Insurance Corporation-insured banks, including savings banks, have generally been limited in their investment activities to principal and equity investments of the type and in the amount authorized for national banks, notwithstanding state law. FDIC Improvement Act and the FDIC regulations permit exceptions to these limitations. For example, state chartered banks may, with FDIC approval, continue to exercise state authority to invest in common or preferred stocks listed on a national securities exchange or the Nasdaq Global Market and in the shares of an investment company registered under the Investment Company Act of 1940, as amended. The maximum permissible investment is 100.0% of Tier 1 Capital, as specified by the Federal Deposit Insurance Corporation's regulations, or the maximum amount permitted by Massachusetts law, whichever is less. Hampden Bank received approval from the FDIC to retain and acquire such equity instruments equal to the lesser of 100% of Hampden Banks' Tier 1 capital or the maximum permissible amount specified by Massachusetts law. Any such grandfathered authority may be terminated upon the Federal Deposit Insurance Corporation's determination that such investments pose a safety and soundness risk or upon the occurrence of certain events such as the savings bank's conversion to a different charter. In addition, the FDIC is authorized to permit such institutions to engage in state authorized activities or investments not permissible for national banks (other than non-subsidiary equity investments) if they meet all applicable capital requirements and it is determined that such activities or investments do not pose a significant risk to Hampden Bank Insurance Fund. The FDIC has adopted regulations governing the procedures for institutions seeking approval to engage in such activities or investments. The Gramm-Leach-Bliley Act of 1999 specifies that a non-member bank may control a subsidiary that engages in activities as principal that would only be permitted for a national bank to conduct in a "financial subsidiary" if a bank meets specified conditions and deducts its investment in the subsidiary for regulatory capital purposes.

        Interstate Banking and Branching.    The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994, or the Interstate Banking Act, permits adequately capitalized bank holding companies to acquire banks in any state subject to specified concentration limits and other conditions. The Interstate Banking Act also authorizes the interstate merger of banks. In addition, among other things, the Interstate Banking Act permits banks to establish new branches on an interstate basis provided that such action is specifically authorized by the law of the host state.

        Prompt Corrective Regulatory Action.    Federal law requires, among other things, that federal bank regulatory authorities take "prompt corrective action" with respect to banks that do not meet minimum capital requirements. For these purposes, the law establishes five capital categories: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized. As of June 30, 2006, the most recent notification from the FDIC categorized Hampden Bank as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed Hampden Bank's category.

        The FDIC has adopted regulations to implement the prompt corrective action legislation. An institution is deemed to be "well capitalized" if it has a total risk-based capital ratio of 10.0% or greater, a Tier 1 risk-based capital ratio of 6.0% or greater and a leverage ratio of 5.0% or greater. An institution is "adequately capitalized" if it has a total risk-based capital ratio of 8.0% or greater, a Tier 1 risk-based capital ratio of 4.0% or greater, and generally a leverage ratio of 4.0% or greater. An institution is "undercapitalized" if it has a total risk-based capital ratio of less than 8.0%, a Tier 1 risk-based capital ratio of less than 4.0%, or generally a leverage ratio of less than 4.0%. An institution is deemed to be "significantly undercapitalized" if it has a total risk-based capital ratio of less than 6.0%, a Tier 1 risk-based capital ratio of less than 3.0%, or a leverage ratio of less than 3.0%. An institution is considered to be "critically undercapitalized" if it has a ratio of tangible equity (as defined in the regulations) to total assets that is equal to or less than 2.0%.

97

        "Undercapitalized" banks must adhere to growth, capital distribution (including dividend) and other limitations and are required to submit a capital restoration plan. A bank's compliance with such a plan is required to be guaranteed by any company that controls the undercapitalized institution in an amount equal to the lesser of 5.0% of the institution's total assets when deemed undercapitalized or the amount necessary to achieve the status of adequately capitalized. If an "undercapitalized" bank fails to submit an acceptable plan, it is treated as if it is"significantly undercapitalized." "Significantly undercapitalized" banks must comply with one or more of a number of additional restrictions, including but not limited to an order by the FDIC to sell sufficient voting stock to become adequately capitalized, requirements to reduce total assets, cease receipt of deposits from correspondent banks or dismiss directors or officers, and restrictions on interest rates paid on deposits, compensation of executive officers and capital distributions by the parent holding company. "Critically undercapitalized" institutions are subject to additional measures including, subject to a narrow exception, the appointment of a receiver or conservator within 270 days after it obtains such status.

        Transaction with Affiliates and Regulation W of the Federal Reserve Regulations.    Transactions between banks and their affiliates are governed by Sections 23A and 23B of the Federal Reserve Act. An affiliate of a bank is any company or entity that controls, is controlled by or is under common control with the bank. In a holding company context, the parent bank holding company and any companies which are controlled by such parent holding company are affiliates of the bank. Generally, Sections 23A and 23B of the Federal Reserve Act and Regulation W (i) limit the extent to which the bank or its subsidiaries may engage in "covered transactions" with any one affiliate to an amount equal to 10.0% of such institution's capital stock and retained earnings, and contain an aggregate limit on all such transactions with all affiliates to an amount equal to 20.0% of such institution's capital stock and retained earnings and (ii) require that all such transactions be on terms substantially the same, or at least as favorable, to the institution or subsidiary as those provided to a non-affiliate. The term "covered transaction" includes the making of loans, purchase of assets, issuance of a guarantee and other similar transactions. In addition, loans or other extensions of credit by the financial institution to the affiliate are required to be collateralized in accordance with the requirements set forth in Section 23A of the Federal Reserve Act.

        The Gramm-Leach-Bliley Act amended several provisions of Sections 23A and 23B of the Federal Reserve Act. The amendments provide that so-called "financial subsidiaries" of banks are treated as affiliates for purposes of Sections 23A and 23B of the Federal Reserve Act, but the amendment provides that (i) the 10.0% capital limit on transactions between the bank and such financial subsidiary as an affiliate is not applicable, and (ii) the investment by the bank in the financial subsidiary does not include retained earnings in the financial subsidiary. Certain anti-evasion provisions have been included that relate to the relationship between any financial subsidiary of a bank and sister companies of the bank: (1) any purchase of, or investment in, the securities of a financial subsidiary by any affiliate of the parent bank is considered a purchase or investment by the bank; or (2) if the Federal Reserve Board determines that such treatment is necessary, any loan made by an affiliate of the parent bank to the financial subsidiary is to be considered a loan made by the parent bank.

        The Sarbanes-Oxley Act of 2002 generally prohibits loans by a company to its executive officers and directors. However, the law contains a specific exception for loans by a depository institution to its executive officers and directors in compliance with federal banking laws. Under such laws, Hampden Bank's authority to extend credit to executive officers, directors and 10% shareholders ("insiders") of Hampden Bancorp and Hampden Bank, as well as entities such persons control, is limited. The law limits both the individual and aggregate amount of loans Hampden Bank may make to insiders based, in part, on Hampden Bank's capital position and requires certain board approval procedures to be followed. Such loans are required to be made on terms substantially the same as those offered to unaffiliated individuals and not involve more than the normal risk of repayment. There is an exception for loans made pursuant to a benefit or compensation program that is widely available to all employees

98

of the institution and does not give preference to insiders over other employees. Loans to executive officers are further limited by specific categories.

        Enforcement.    The FDIC has extensive enforcement authority over insured state savings banks, including Hampden Bank. This enforcement authority includes, among other things, the ability to assess civil money penalties, issue cease and desist orders and remove directors and officers. In general, these enforcement actions may be initiated in response to violations of laws and regulations and unsafe or unsound practices. The FDIC has authority under federal law to appoint a conservator or receiver for an insured bank under limited circumstances. The FDIC is required, with certain exceptions, to appoint a receiver or conservator for an insured state non-member bank if that bank was "critically undercapitalized" on average during the calendar quarter beginning 270 days after the date on which the institution became "critically undercapitalized." The FDIC may also appoint itself as conservator or receiver for an insured state non-member institution under specific circumstances on the basis of the institution's financial condition or upon the occurrence of other events, including: (1) insolvency; (2) substantial dissipation of assets or earnings through violations of law or unsafe or unsound practices; (3) existence of an unsafe or unsound condition to transact business; and (4) insufficient capital, or the incurring of losses that will deplete substantially all of the institution's capital with no reasonable prospect of replenishment without federal assistance.

        Insurance of Deposit Accounts.    The FDIC has adopted a risk-based insurance assessment system. The FDIC assigns an institution to one of three capital categories based on the institution's financial condition consisting of (1) well capitalized, (2) adequately capitalized or (3) undercapitalized, and one of three supervisory subcategories within each capital group. The supervisory subgroup to which an institution is assigned is based on a supervisory evaluation provided to the FDIC by the institution's primary federal regulator and information which the FDIC determines to be relevant to the institution's financial condition and the risk posed to the deposit insurance funds. An institution's assessment rate depends on the capital category and supervisory category to which it is assigned. Assessment rates for insurance fund deposits currently range from 0 basis points for the strongest institution to 27 basis points for the weakest. Insured institutions are also required to assist in the repayment of bonds issued by the Financing Corporation in the late 1980's to recapitalize the Federal Savings and Loan Insurance Corporation. For fiscal 2006, the total FDIC assessment was $132,000 for Hampden Bank. The FDIC is authorized to raise the assessment rates. The FDIC has exercised this authority several times in the past and may raise insurance premiums in the future. If such action is taken by the FDIC, it could have an adverse effect on the earnings of Hampden Bank.

        The FDIC may terminate insurance of deposits if it finds that the institution is in an unsafe or unsound condition to continue operations, has engaged in unsafe or unsound practices, or has violated any applicable law, regulation, rule, order or condition imposed by the Federal Deposit Insurance Corporation. The management of Hampden Bank does not know of any practice, condition or violation that might lead to termination of deposit insurance.

        Federal Deposit Insurance Reform Act of 2005.    The Federal Deposit Insurance Reform Act of 2005, or the Act, signed by the President on February 8, 2006, revised the laws governing the federal deposit insurance system. The Act provides for the consolidation of the Bank and Savings Association Insurance Funds into a combined "Deposit Insurance Fund."

        Under the Act, insurance premiums are to be determined by the FDIC based on a number of factors, primarily the risk of loss that insured institutions pose to the Deposit Insurance Fund. The legislation eliminates the current minimum 1.25% reserve ratio for the insurance funds, the mandatory assessments when the ratio falls below 1.25% and the prohibition on assessing the highest quality banks when the ratio is above 1.25%. The Act provides the FDIC with flexibility to adjust the new insurance fund's reserve ratio between 1.15% and 1.5%, depending on projected losses, economic changes and assessment rates at the end of a calendar year.

99

        The Act increased deposit insurance coverage limits from $100,000 to $250,000 for certain types of Individual Retirement Accounts, 401(k) plans and other retirement savings accounts. While it preserved the $100,000 coverage limit for individual accounts and municipal deposits, the FDIC was furnished with the discretion to adjust all coverage levels to keep pace with inflation beginning in 2010. Also, institutions that become undercapitalized will be prohibited from accepting certain employee benefit plan deposits.

        The consolidation of the Bank and Savings Association Insurance Funds into the Deposit Insurance Fund occurred on March 31, 2006. The Act also states that the FDIC must promulgate final regulations implementing the remainder of the Act's provisions not later than 270 days after its enactment.

        At this time, management cannot predict the effect, if any, that the Act will have on insurance premiums paid by Hampden Bank.

        Privacy Regulations.    Pursuant to the Gramm-Leach-Bliley Act, the FDIC has published final regulations implementing the privacy protection provisions of the Gramm-Leach-Bliley Act. The new regulations generally require that Hampden Bank disclose its privacy policy, including identifying with whom it shares a customer's "non-public personal information," to customers at the time of establishing the customer relationship and annually thereafter. In addition, Hampden Bank is required to provide its customers with the ability to "opt-out" of having their personal information shared with unaffiliated third parties and not to disclose account numbers or access codes to non-affiliated third parties for marketing purposes. Hampden Bank currently has a privacy protection policy in place and believes that such policy is in compliance with the regulations.

        Customer Information Security.    The FDIC and other bank regulatory agencies have adopted guidelines for establishing standards for safeguarding nonpublic personal information about customers that implement provisions of the Gramm-Leach Bliley Act ("Information Security Guidelines"). Among other things, the Information Security Guidelines require each financial institution, under the supervision and ongoing oversight of its Board of Directors or an appropriate committee thereof, to develop, implement and maintain a comprehensive written information security program designed to ensure the security and confidentiality of customer information, to protect against any anticipated threats or hazards to the security or integrity of such information; and to protect against unauthorized access to or use of such information that could result in substantial harm or inconvenience to any customer. In April 2005, the FDIC and other bank regulatory agencies issued further guidance for the establishment of these Information Security Guidelines, requiring financial institutions to develop and implement response programs designed to address incidents of unauthorized access to sensitive customer information maintained by the financial institution or its service provider, including customer notification procedures. Hampden Bank currently has Information Security Guidelines in place and believes that such guidelines are in compliance with the regulations.

        Community Reinvestment Act.    Under the Community Reinvestment Act, or CRA, as amended and as implemented by FDIC regulations, a bank has a continuing and affirmative obligation, consistent with its safe and sound operation, to help meet the credit needs of its entire community, including low and moderate income neighborhoods. The CRA does not establish specific lending requirements or programs for financial institutions nor does it limit an institution's discretion to develop the types of products and services that it believes are best suited to its particular community, consistent with the CRA. The CRA does require the Federal Deposit Insurance Corporation, in connection with its examination of a bank, to assess the institution's record of meeting the credit needs of its community and to take such record into account in its evaluation of certain applications by such institution, including applications to acquire branches and other financial institutions. The CRA requires the FDIC to provide a written evaluation of an institution's CRA performance utilizing a four-tiered descriptive rating system. Hampden Bank's latest FDIC CRA rating was "Outstanding."

100

        Massachusetts has its own statutory counterpart to the CRA which is also applicable to Hampden Bank. The Massachusetts version is generally similar to the CRA but utilizes a five-tiered descriptive rating system. Massachusetts law requires the Massachusetts Commissioner of Banks to consider, but not be limited to, a bank's record of performance under Massachusetts law in considering any application by the bank to establish a branch or other deposit-taking facility, to relocate an office or to merge or consolidate with or acquire the assets and assume the liabilities of any other banking institution. Hampden Bank's most recent rating under Massachusetts law was "High Satisfactory."

        Consumer Protection and Fair Lending Regulations.    Massachusetts savings banks are subject to a variety of federal and Massachusetts statutes and regulations that are intended to protect consumers and prohibit discrimination in the granting of credit. These statutes and regulations provide for a range of sanctions for non-compliance with their terms, including imposition of administrative fines and remedial orders, and referral to the Attorney General for prosecution of a civil action for actual and punitive damages and injunctive relief. Certain of these statutes authorize private individual and class action lawsuits and the award of actual, statutory and punitive damages and attorneys' fees for certain types of violations.

Anti-Money Laundering

        The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (referred to as the "USA PATRIOT Act") significantly expands the responsibilities of financial institutions, including savings and banks, in preventing the use of the U.S. financial system to fund terrorist activities. Title III of the USA PATRIOT Act provides for a significant overhaul of the U.S. anti-money laundering regime. Among other provisions, Title III of the USA PATRIOT Act requires financial institutions operating in the United States to develop new anti-money laundering compliance programs, due diligence policies and controls to ensure the detection and reporting of money laundering. Such required compliance programs are intended to supplement existing compliance requirements, also applicable to financial institutions, under the Bank Secrecy Act and the Office of Foreign Assets Control Regulations.

Other Regulations

        Interest and other charges collected or contracted for by Hampden Bank are subject to state usury laws and federal laws concerning interest rates. Hampden Bank's loan operations are also subject to state and federal laws applicable to credit transactions, such as the:

•

Home Mortgage Disclosure Act of 1975, requiring financial institutions to provide information to enable the public and public officials to determine whether a financial institution is fulfilling its obligation to help meet the housing needs of the community it serves;



•

Equal Credit Opportunity Act, prohibiting discrimination on the basis of race, creed or other prohibited factors in extending credit;



•

Fair Credit Reporting Act of 1978, governing the use and provision of information to credit reporting agencies;



•

Massachusetts Debt Collection Regulations, establishing standards, by defining unfair or deceptive acts or practices, for the collection of debts from persons within the Commonwealth of Massachusetts;



•

General Laws of Massachusetts, Chapter 167E, which governs Hampden Bank's lending powers; and



•

Rules and regulations of the various federal and state agencies charged with the responsibility of implementing such federal and state laws.

101

        The deposit operations of Hampden Bank also are subject to, among others, the:

•

Right to Financial Privacy Act, which imposes a duty to maintain confidentiality of consumer financial records and prescribes procedures for complying with administrative subpoenas of financial records;



•

Electronic Funds Transfer Act and Regulation E promulgated thereunder, as well as Chapter 167B of the General Laws of Massachusetts, which govern automatic deposits to and withdrawals from deposit accounts and customers' rights and liabilities arising from the use of automated teller machines and other electronic banking services;



•

Check Clearing for the 21st Century Act (also known as "Check 21"), which gives "substitute checks," such as digital check images and copies made from that image, the same legal standing as the original paper check; and



•

General Laws of Massachusetts, Chapter 167D, which governs the Hampden Bank's deposit powers.

        In many cases, Massachusetts has similar statutes to those under federal law that will be applicable to Hampden Bank.

Federal Reserve System

        The Federal Reserve Board regulations require depository institutions to maintain non-interest-earning reserves against their transaction accounts (primarily NOW and regular checking accounts). The Federal Reserve Board regulations generally require that reserves be maintained against aggregate transaction accounts as follows: for that portion of transaction accounts aggregating $48.3 million or less (which may be adjusted by the Federal Reserve Board) the reserve requirement is 3.0%; and for amounts greater than $48.3 million, the reserve requirement is $1,218,000 plus 10.0% (which may be adjusted by the Federal Reserve Board between 8.0% and 14.0%), of the amount in excess of $48.3 million. The first $7.8 million of otherwise reservable balances (which may be adjusted by the Federal Reserve Board) are exempted from the reserve requirements. Hampden Bank is in compliance with these requirements.

Federal Home Loan Bank System

        Hampden Bank is a member of the Federal Home Loan Bank System, which consists of 12 regional Federal Home Loan Banks. The Federal Home Loan Bank provides a central credit facility primarily for member institutions. Members of the Federal Home Loan Bank are required to acquire and hold shares of capital stock in the Federal Home Loan Bank. Hampden Bank was in compliance with this requirement with an investment in stock of the FHLB at June 30, 2006 of $5.3 million.

        The Federal Home Loan Banks are required to provide funds for certain purposes including the resolution of insolvent thrifts in the late 1980s and to contributing funds for affordable housing programs. These requirements could reduce the amount of dividends that the Federal Home Loan Banks pay to their members and result in the Federal Home Loan Banks imposing a higher rate of interest on advances to their members. If dividends were reduced, or interest on future Federal Home Loan Bank advances increased, a member bank affected by such reduction or increase would likely experience a reduction in its net interest income. Recent legislation has changed the structure of the Federal Home Loan Banks' funding obligations for insolvent thrifts, revised the capital structure of the Federal Home Loan Banks and implemented entirely voluntary membership for Federal Home Loan Banks. There can be no assurance that such dividends will continue in the future. Further, there can be no assurance that the impact of recent or future legislation on the Federal Home Loan Banks also will not cause a decrease in the value of the FHLB stock held by Hampden Bank.

102

Holding Company Regulation

        After the completion of the conversion, Hampden Bancorp will be subject to examination, regulation, and periodic reporting under the Bank Holding Company Act of 1956, as amended, as administered by the Federal Reserve Board. Hampden Bancorp is required to obtain the prior approval of the Federal Reserve Board to acquire all, or substantially all, of the assets of any bank or bank holding company. Prior Federal Reserve Board approval would be required for Hampden Bancorp to acquire direct or indirect ownership or control of any voting securities of any bank or bank holding company if, after such acquisition, it would, directly or indirectly, own or control more than 5% of any class of voting shares of the bank or bank holding company. In addition to the approval of the Federal Reserve Board, before any bank acquisition can be completed, prior approval may also be required to be obtained from other agencies having supervisory jurisdiction over the bank to be acquired.

        A bank holding company is generally prohibited from engaging in, or acquiring, direct or indirect control of more than 5% of the voting securities of any company engaged in non-banking activities. One of the principal exceptions to this prohibition is for activities found by the Federal Reserve Board to be so closely related to banking or managing or controlling banks as to be a proper incident thereto. Some of the principal activities that the Federal Reserve Board has determined by regulation to be so closely related to banking are: (i) making or servicing loans; (ii) performing certain data processing services; (iii) providing discount brokerage services; (iv) acting as fiduciary, investment or financial advisor; (v) leasing personal or real property; (vi) making investments in corporations or projects designed primarily to promote community welfare; and (vii) acquiring a savings and loan association.

        The Gramm-Leach-Bliley Act of 1999 authorizes a bank holding company that meets specified conditions, including being "well capitalized" and "well managed," to opt to become a "financial holding company" and thereby engage in a broader array of financial activities than previously permitted. Such activities can include insurance underwriting and investment banking.

        After completion of the conversion, Hampden Bancorp will be subject to the Federal Reserve Board's capital adequacy guidelines for bank holding companies (on a consolidated basis) substantially similar to those of the FDIC for Hampden Bank.

        A bank holding company is generally required to give the Federal Reserve Board prior written notice of any purchase or redemption of then outstanding equity securities if the gross consideration for the purchase or redemption, when combined with the net consideration paid for all such purchases or redemptions during the preceding 12 months, is equal to 10% or more of the company's consolidated net worth. The Federal Reserve Board may disapprove such a purchase or redemption if it determines that the proposal would constitute an unsafe and unsound practice, or would violate any law, regulation, Federal Reserve Board order or directive, or any condition imposed by, or written agreement with, the Federal Reserve Board. The Federal Reserve Board has adopted an exception to this approval requirement for well-capitalized bank holding companies that meet certain other conditions.

        The Federal Reserve Board has issued a policy statement regarding the payment of dividends by bank holding companies. In general, the Federal Reserve Board's policies provide that dividends should be paid only out of current earnings and only if the prospective rate of earnings retention by the bank holding company appears consistent with the organization's capital needs, asset quality and overall financial condition. The Federal Reserve Board's policies also require that a bank holding company serve as a source of financial strength to its subsidiary banks by standing ready to use available resources to provide adequate capital funds to those banks during periods of financial stress or adversity and by maintaining the financial flexibility and capital-raising capacity to obtain additional resources for assisting its subsidiary banks where necessary. Under the prompt corrective action laws, the ability of a bank holding company to pay dividends may be restricted if a subsidiary bank becomes

103

undercapitalized. These regulatory policies could affect the ability of Hampden Bancorp to pay dividends or otherwise engage in capital distributions.

        Under the Federal Deposit Insurance Act, depository institutions are liable to the FDIC for losses suffered or anticipated by the FDIC in connection with the default of a commonly controlled depository institution or any assistance provided by the FDIC to such an institution in danger of default. This law would have potential applicability if Hampden Bancorp ever held as a separate subsidiary a depository institution in addition to Hampden Bank.

        Hampden Bancorp and Hampden Bank will be affected by the monetary and fiscal policies of various agencies of the United States Government, including the Federal Reserve System. In view of changing conditions in the national economy and in the money markets, it is impossible for management to accurately predict future changes in monetary policy or the effect of such changes on the business or financial condition of Hampden Bancorp or Hampden Bank.

        The status of Hampden Bancorp as a registered bank holding company under the Bank Holding Company Act will not exempt it from certain federal and state laws and regulations applicable to corporations generally, including, without limitation, certain provisions of the federal securities laws.

        Massachusetts Holding Company Regulation.    Under the Massachusetts banking laws, a company owning or controlling two or more banking institutions, including a savings bank, is regulated as a bank holding company. The term "company" is defined by the Massachusetts banking laws similarly to the definition of "company" under the Bank Holding Company Act. Each Massachusetts bank holding company: (i) must obtain the approval of the Massachusetts Board of Bank Incorporation before engaging in certain transactions, such as the acquisition of more than 5% of the voting stock of another banking institution; (ii) must register, and file reports, with the Division; and (iii) is subject to examination by the Division. Hampden Bancorp would become a Massachusetts bank holding company if it acquires a second banking institution and holds and operates it separately from Hampden Bank.

        Federal Securities Laws.    Our common stock will be registered with the Securities and Exchange Commission under Section 12(b) of the Securities Exchange Act of 1934, as amended. We are subject to information, proxy solicitation, insider trading restrictions, and other requirements under the Exchange Act.

        The Sarbanes-Oxley Act.    The Sarbanes-Oxley Act of 2002 addresses, among other issues, corporate governance, auditing and accounting, executive compensation, and enhanced and timely disclosure of corporate information. As directed by the Sarbanes-Oxley Act of 2002, Hampden Bancorp's principal executive officer and principal financial officer each will be required to certify that Hampden Bancorp's quarterly and annual reports do not contain any untrue statement of a material fact. The rules adopted by the Securities and Exchange Commission under the Sarbanes-Oxley Act of 2002 have several requirements, including having these officers certify that: they are responsible for establishing, maintaining and regularly evaluating the effectiveness of our internal controls; they have made certain disclosures to our auditors and the audit committee of the board of directors about our internal controls; and they have included information in our quarterly and annual reports about their evaluation and whether there have been significant changes in our internal controls or in other factors that could significantly affect internal controls. Hampden Bancorp will be subject to further reporting and audit requirements beginning with the Bank's fiscal year ending June 30, 2008 under rules proposed by the Securities and Exchange Commission. Hampden Bancorp will prepare policies, procedures and systems designed to comply with these regulations to ensure compliance with these regulations.

104

Federal and State Taxation

Federal Income Taxation

        General.    Hampden Bank reports its income using the accrual method of accounting. The federal income tax laws apply to Hampden Bank in the same manner as to other corporations with some exceptions, including the reserve for bad debts discussed below. The following discussion of tax matters is intended only as a summary and does not purport to be a comprehensive description of the tax rules applicable to Hampden Bank. Hampden Bank currently files a consolidated federal income tax return with Hampden Bancorp, MHC. Going forward, Hampden Bank will file a consolidated federal income tax return with Hampden Bancorp, Inc. Hampden Bank's federal income tax returns have been either audited or closed under the statute of limitations through October 31, 2002. For its 2004 tax year, Hampden Bank's maximum federal income tax rate was 34%.

        Bad Debt Reserves.    For taxable years beginning before January 1, 1996, thrift institutions that qualified under certain definitional tests and other conditions of the Internal Revenue Code were permitted to use certain favorable provisions to calculate their deductions from taxable income for annual additions to their bad debt reserve. A reserve could be established for bad debts on qualifying real property loans, generally secured by interests in real property improved or to be improved, under the percentage of taxable income method or the experience method. The reserve for nonqualifying loans was computed using the experience method. Federal legislation enacted in 1996 repealed the reserve method of accounting for bad debts and the percentage of taxable income method for tax years beginning after 1995 and required savings institutions to recapture or take into income certain portions of their accumulated bad debt reserves. However, those bad debt reserves accumulated prior to 1988 ("Base Year Reserves") were not required to be recaptured unless the savings institution failed certain tests. Approximately $2.2 million of Hampden Bank's accumulated bad debt reserves would not be recaptured into taxable income unless Hampden Bank makes a "non-dividend distribution" to Hampden Bancorp as described below.

        Distributions.    If Hampden Bank makes "non-dividend distributions" to Hampden Bancorp, the distributions will be considered to have been made from Hampden Bank's unrecaptured tax bad debt reserves, including the balance of its Base Year Reserves as of October 31, 1987, to the extent of the "non-dividend distributions," and then from Hampden Bank's supplemental reserve for losses on loans, to the extent of those reserves, and an amount based on the amount distributed, but not more than the amount of those reserves, will be included in Hampden Bank's taxable income. Non-dividend distributions include distributions in excess of Hampden Bank's current and accumulated earnings and profits, as calculated for federal income tax purposes, distributions in redemption of stock and distributions in partial or complete liquidation. Dividends paid out of Hampden Bank's current or accumulated earnings and profits will not be so included in Hampden Bancorp's taxable income.

        The amount of additional taxable income triggered by a non-dividend is an amount that, when reduced by the tax attributable to the income, is equal to the amount of the distribution. Therefore, if Hampden Bank makes a non-dividend distribution to Hampden Bancorp, approximately one and one-half times the amount of the distribution not in excess of the amount of the reserves would be includable in income for federal income tax purposes, assuming a 34% federal corporate income tax rate. Hampden Bank does not intend to pay dividends that would result in a recapture of any portion of its bad debt reserves.

State Taxation

        Financial institutions in Massachusetts are not allowed to file consolidated income tax returns. Instead, each entity in the consolidated group files a separate annual income tax return. The Massachusetts excise tax rate for savings banks is currently 10.5% of federal taxable income, adjusted for certain items. Taxable income includes gross income as defined under the Internal Revenue Code,

105

plus interest from bonds, notes and evidences of indebtedness of any state, including Massachusetts, less deductions, but not the credits, allowable under the provisions of the Internal Revenue Code, except for those deductions relating to dividends received and income or franchise taxes imposed by a state or political subdivision. Carryforwards and carrybacks of net operating losses and capital losses are not allowed.

        Hampden Bank's state tax returns, as well as those of its subsidiaries, are not currently under audit.

        A financial institution or business corporation is generally entitled to special tax treatment as a "security corporation" under Massachusetts law provided that: (a) its activities are limited to buying, selling, dealing in or holding securities on its own behalf and not as a broker; and (b) it has applied for, and received, classification as a "security corporation" by the Commissioner of the Massachusetts Department of Revenue. A security corporation that is also a bank holding company under the Internal Revenue Code must pay a tax equal to 0.33% of its gross income. A security corporation that is not a bank holding company under the Internal Revenue Code must pay a tax equal to 1.32% of its gross income. Hampden Bancorp is considering whether to seek to qualify as a security corporation. To do so, it would need to (a) apply for, and receive, security corporation classification by the Massachusetts Department of Revenue; and (b) not conduct any activities deemed impermissible under the governing statutes and the various regulations, directives, letter rulings and administrative pronouncements issued by the Massachusetts Department of Revenue. In order to qualify as a security corporation, it would need to establish a subsidiary for the purpose of making the loan to the employee stock ownership plan, since making such a loan directly could disqualify it from classification as a security corporation.

The Conversion

General

        The board of trustees of Hampden Bancorp, MHC adopted the plan of conversion on July 25, 2006. Under the plan of conversion, Hampden Bancorp, MHC will combine, by merger or otherwise, with Hampden Bank, in a transaction where the existing outstanding shares of capital stock of Hampden Bank will be extinguished. Hampden Bank will then issue 100% of its newly outstanding common stock to Hampden Bancorp, Inc., a newly formed Delaware corporation, in exchange for a portion of the net proceeds of this offering. Upon such issuance, Hampden Bank will become a wholly owned subsidiary of Hampden Bancorp. In connection with the conversion, Hampden Bancorp is offering between 4,866,250 and 6,583,750 shares of common stock to the public, which offering may be increased to up to 7,571,313 shares of common stock. The conversion will be consummated only upon the issuance of at least the minimum number of shares of our common stock offered pursuant to the plan of conversion. In connection with the conversion, Hampden Bancorp, MHC is forming a new charitable foundation, to which additional shares of Hampden Bancorp common stock will be contributed. At a special meeting of corporators held on            , 2006, the board of corporators of Hampden Bancorp, MHC voted to approve the plan of conversion and establishment of the charitable foundation.

        The plan of conversion provides that we will offer shares of common stock for sale in the subscription offering to eligible account holders, supplemental eligible account holders, our tax-qualified employee benefit plans (specifically our employee stock ownership plan) and to employees, officers, directors, trustees, corporators of Hampden Bancorp, MHC and Hampden Bank who are not eligible account holders or supplemental eligible account holders.

        Subject to the purchase priority rights of these holders of subscription rights, we may also offer the common stock for sale in a direct community offering to members of the general public, with a preference given to natural persons residing in the Massachusetts counties of Hampden, Berkshire and

106

Hampshire and the Connecticut county of Hartford. The direct community offering may begin at the same time as, during or after the subscription offering.

        We may sell any shares of our common stock that are not sold in the subscription offering or the direct community offering to the general public in a syndicated community offering.

        We have the right to accept or reject, in whole or in part, any orders to purchase shares of the common stock received in the direct community offering or the syndicated community offering. The direct community and syndicated community offerings must be completed within 45 days after the completion of the subscription offering unless otherwise extended by the Massachusetts Commissioner of Banks. See "—Direct Community Offering," "—Syndicated Community Offering" and "—Expiration Date of the Offering."

        We determined the number of shares of common stock to be offered in the offering based upon an independent appraisal of the estimated pro forma market value of our common stock, which takes into account the sale of shares in the offering, and the contribution of shares to Hampden Bank Charitable Foundation. All shares of common stock to be sold in the offering will be sold at $10.00 per share, with no commissions for purchases in the offering. The independent valuation will be updated and the final number of the shares of common stock to be issued in the conversion will be determined at the completion of the offering. See "—How We Determined the Offering Range and the $10.00 Purchase Price" for more information as to the determination of the estimated pro forma market value of the common stock.

Reasons for the Conversion

        The primary reasons for the conversion and related stock offering are to:

•

increase the capital of Hampden Bank;



•

support future lending and operational growth, including continuing to increase our commercial lending and deposit relationships in our market area;



•

support future branching activities and/or the acquisition of other financial institutions or financial services companies or their assets;



•

enhance our ability to attract and retain qualified directors, management and employees through stock-based compensation plans;



•

provide our customers and local community members with an opportunity to acquire our stock; and



•

increase our philanthropic endeavors to the communities we serve through the formation and funding of Hampden Bank Charitable Foundation.

        As a stock holding company, Hampden Bancorp will have greater flexibility than Hampden Bancorp, MHC now has in structuring mergers and acquisitions, including the consideration paid in a transaction. Our current mutual holding company structure, by its nature, limits any ability to offer any common stock as consideration in a merger or acquisition. Our new stock holding company structure will enhance our ability to compete with other bidders when acquisition opportunities arise by better enabling us to offer stock or cash consideration, or a combination of the two. We currently do not have any agreement or understanding as to any specific acquisition.

Effects of the Conversion

        General.    Each depositor in a mutual savings bank has both a deposit account in the institution and a pro rata interest in the equity of the institution based upon the balance in the depositor's account. This interest may only be realized in the event of a liquidation of the savings institution.

107

However, this ownership interest is tied to the depositor's account and has no tangible market value separate from such deposit account. Any depositor who opens a deposit account obtains a pro rata ownership interest in the equity of the institution without any additional payment beyond the amount of the deposit. A depositor who reduces or closes such depositor's account receives the balance in the account but receives nothing for such depositor's ownership interest in the equity of the institution, which is lost to the extent that the balance in the account is reduced. Consequently, depositors of a mutual savings bank have no way to realize the value of their ownership interest, except in the unlikely event that the savings bank is liquidated. In such event, the depositors of record at that time would share pro rata in any residual retained earnings and reserves after other claims, including claims of depositors to the amounts of their deposits, are paid.

        When a mutual savings bank converts to stock form, permanent non-withdrawable capital stock is created to represent the ownership of the institution's equity and the former pro rata interest of depositors is thereafter represented exclusively by their liquidation rights. Capital stock is separate and apart from deposit accounts and cannot be and is not insured by the Federal Deposit Insurance Corporation, any other governmental agency or the Depositors Insurance Fund. Certificates are issued to evidence ownership of the capital stock sold in connection with the conversion. The stock certificates are transferable, and, therefore, the stock may be sold or traded with no effect on any deposit account the seller or trader may hold in the institution.

        Continuity.    While the conversion is pending, the normal business of Hampden Bank of accepting deposits and making loans will continue without interruption. Hampden Bank will continue to be subject to regulation by the Massachusetts Commissioner of Banks and the Federal Deposit Insurance Corporation. After the conversion, we will continue to provide existing services to depositors, borrowers and other customers under Hampden Bank's current policies by its present management and staff.

        The directors and officers of Hampden Bancorp are also directors and officers of Hampden Bank, and will continue to serve as directors and officers of Hampden Bank after the conversion. See "Our Management—Directors."

        Effect on Deposit Accounts.    The conversion will have no effect on Hampden Bank's deposit accounts, except to the extent that funds in the account are withdrawn to purchase shares in the offering and except with respect to liquidation rights. Each such account will be insured by the FDIC to the same extent as before the conversion, and each such account will continue to be insured in full for amounts in excess of FDIC limits by the excess insurer of savings bank deposits, the Depositors Insurance Fund. Depositors will continue to hold their existing certificates, passbooks and other evidences of their accounts.

        Effect on Loans.    No loan outstanding from Hampden Bank will be affected by the conversion, and the amount, interest rate, maturity and security for each loan will remain as they were contractually fixed prior to the conversion.

        Tax Effects.    Hampden Bancorp has received favorable opinions regarding the federal and Massachusetts income tax consequences of the conversion to the effect that the conversion will not result in any adverse federal or Massachusetts tax consequences to eligible account holders. See "—Tax Aspects Of The Conversion."

        Liquidation Rights.    The plan of conversion provides for Hampden Bank to establish and maintain a liquidation account for the benefit of eligible account holders and supplemental eligible account holders, in an amount equal to the net worth of Hampden Bank as of the date of the most recent consolidated statement of financial condition contained in this prospectus. In the unlikely event of a complete liquidation of Hampden Bank, and only in such event, each eligible account holder and supplemental eligible account holder who continues to maintain such account holder's deposit account at Hampden Bank following the conversion would be entitled to a distribution from the liquidation

108

account prior to any payment to any holder of Hampden Bank's capital stock (but following all liquidation payments to creditors, including depositors).

        Each eligible account holder and supplemental eligible account holder would initially have a pro rata interest in the total liquidation account based on the proportion that the aggregate balance of such person's qualifying deposit accounts on April 30, 2005 (the eligibility record date) or September 30, 2006 (the supplemental eligibility record date), as applicable, bears to the aggregate balance of all qualifying deposit accounts of all eligible account holders and supplemental eligible account holders on such dates. For this purpose, qualifying deposit accounts include all savings, time, demand, interest bearing demand, money market and passbook savings accounts maintained at Hampden Bank (excluding any escrow accounts). The liquidation account will be an off-balance sheet memorandum account that will not be reflected in the published financial statements of Hampden Bank or Hampden Bancorp.

        If, however, on the last day of any fiscal year of Hampden Bancorp commencing after the completion of the conversion, the amount in any deposit account of Hampden Bank is less than either the amount in such deposit account on April 30, 2005 (with respect to an eligible account holder) or on September 30, 2006 (with respect to a supplemental eligible account holder), or the amount in such deposit account on any previous fiscal year closing date, then the interest in the liquidation account relating to such deposit account would be reduced in an amount proportional to the reduction in such deposit balance, and such interest will cease to exist if such deposit account is closed. In addition, no interest in the liquidation account would ever be increased despite any subsequent increase in the related deposit account.

        Neither Hampden Bank nor Hampden Bancorp will be required to set aside funds for the purpose of establishing the liquidation account, and the creation and maintenance of the liquidation account will not operate to restrict the use or application of any of the net worth accounts of Hampden Bank or Hampden Bancorp, except that neither Hampden Bank nor Hampden Bancorp, as the case may be, shall declare or pay a cash dividend on, or repurchase any of, its capital stock if the effect of such a transaction would be to cause its net worth to be reduced below the amount required for the liquidation account.

        Any payments to eligible account holders or supplemental eligible account holders pursuant to liquidation rights would be separate and apart from the payment to them of any insured deposit accounts. Any assets remaining after the above liquidation rights of eligible account holders and supplemental eligible account holders are satisfied would be distributed to the stockholder of Hampden Bank.

        We have no plans to liquidate Hampden Bancorp or Hampden Bank.

Approvals Required

        The board of trustees and the corporators of Hampden Bancorp, MHC (including a majority of the "independent" corporators) and the board of directors and sole stockholder of Hampden Bank have approved the plan of conversion and the establishment and funding of Hampden Bank Charitable Foundation. The Massachusetts Commissioner of Banks and the FDIC have conditionally approved the conversion and we expect the Federal Reserve Board to conditionally approve the holding company application; such approvals, however, do not constitute a recommendation or endorsement of the plan of conversion by the Massachusetts Commissioner of Banks, the FDIC or the Federal Reserve Board. The Massachusetts Commissioner of Banks and the FDIC must issue further approvals (based on the final updated appraisal) before we can consummate the conversion and issue shares of common stock.

109

The Corporators

        Under the law governing Massachusetts mutual bank holding companies, when a mutual institution is first organized, the original subscribers become the original corporators, who are responsible for electing the board of trustees (analogous to a board of directors) and the officers of the institution. Under current Massachusetts law, a mutual bank holding company must have at least 25 corporators, 75% of whom must be citizens and residents of the Commonwealth of Massachusetts, and 60% of whom must not simultaneously serve as officers or trustees of the institution. Corporators are elected by the other corporators to 10-year staggered terms. The corporators of Hampden Bancorp, MHC will cease to exist upon consummation of the mutual-to-stock conversion of Hampden Bancorp, MHC but we expect that the former corporators of Hampden Bancorp, MHC (other than such persons who are members of the board of directors of Hampden Bancorp) will serve as an advisory board to Hampden Bancorp.

How We Determined the Offering Range and the $10.00 Purchase Price

        Massachusetts conversion regulations require that the aggregate purchase price of the securities sold in connection with the conversion be based upon an estimated pro forma value of Hampden Bancorp and Hampden Bank as converted (i.e., taking into account the expected receipt of proceeds from the sale of securities in the offering), as determined by an independent appraisal. We have retained RP Financial, LC., which is experienced in the evaluation and appraisal of business entities, to prepare the independent appraisal. RP Financial will receive fees totaling $35,000 for its appraisal services, plus reasonable out-of-pocket expenses incurred in connection with the appraisal. We have agreed to indemnify RP Financial under certain circumstances against liabilities and expenses, including legal fees, arising out of, related to, or based upon the conversion.

        RP Financial prepared the appraisal taking into account the pro forma impact of the offering. For its analysis, RP Financial undertook substantial investigations to learn about our business and operations. We supplied financial information, including annual financial statements, information on the composition of assets and liabilities, and other financial schedules. In addition to this information, RP Financial reviewed Hampden Bancorp, MHC's conversion application as filed with the Massachusetts Commissioner of Banks and the FDIC and Hampden Bancorp's registration statement as filed with the Securities and Exchange Commission. Furthermore, RP Financial visited our facilities and had discussions with our management. RP Financial did not perform a detailed individual analysis of the separate components of our assets and liabilities. We did not impose any limitations on RP Financial in connection with its appraisal.

        In connection with its appraisal, RP Financial reviewed the following factors, among others:

•

the economic make-up of our primary market area;



•

our financial performance and condition in relation to publicly traded institutions that RP Financial deemed comparable to us;



•

the specific terms of the offering of Hampden Bancorp's common stock;



•

the pro forma impact of the additional capital raised in the conversion;



•

our proposed dividend policy;



•

conditions of securities markets in general; and



•

the market for thrift institution common stock in particular.

        Consistent with regulatory appraisal guidelines, the appraisal applied three primary methodologies to estimate the pro forma market value of our common stock: the pro forma price-to-book value approach applied to both reported book value and tangible book value; the pro forma price-to-earnings

110

approach applied to reported and core earnings; and the pro forma price-to-assets approach. The market value ratios applied in the three methodologies were based upon the current market valuations of a peer group of companies considered by RP Financial to be comparable to us, subject to valuation adjustments applied by RP Financial to account for differences between Hampden Bancorp and the peer group. RP Financial placed the greatest emphasis on the price-to-earnings and price-to-book approaches in estimating pro forma market value.

        RP Financial's valuation also utilized certain assumptions as to our pro forma earnings after the offering. These assumptions included estimated expenses, an assumed after-tax rate of return on the net offering proceeds, purchase of 8% of the common stock issued in the offering by the employee stock ownership plan and post-offering purchases in the open market of 4% of the common stock issued in the offering by a stock incentive plan to be adopted no sooner than six months following completion of the offering. See "Pro Forma Data" for additional information concerning these assumptions. The use of different assumptions may yield different results.

        RP Financial compared the pro forma price/book and price/earnings ratios for Hampden Bancorp to the same ratios for a peer group of comparable companies. The peer group consisted of 11 publicly traded thrift holding companies based in the Northeast United States. The peer group included companies with:

•

average assets of $643 million;



•

average non-performing assets of 0.22% of total assets;



•

average loans of 61.8% of total assets;



•

average equity of 10.2% of total assets; and



•

average net income of 0.57% of average assets.

        On the basis of the analysis in its report, RP Financial has advised us that, in its opinion, as of September 1, 2006, the estimated pro forma market value of Hampden Bancorp and Hampden Bank, including shares to be contributed to Hampden Bank Charitable Foundation, was within the valuation range of $51.1 million and $69.1 million with a midpoint of $60.1 million.

        The following table presents a summary of selected pricing ratios for Hampden Bank, for the peer group companies and for all fully converted publicly traded thrifts. Compared to the average pricing ratios of the peer group, Hampden Bank's pro forma pricing ratios at the maximum of the offering range indicated a premium of 91.2% on a price-to-earnings basis and a discount of 43.6% on a price-to-book value basis. The disparity between the pricing ratios results from Hampden Bank, on a pro forma basis, generally having higher levels of equity but lower earnings than the companies in the peer group. The appraisal did not consider one valuation approach to be more important than the other. Instead, the appraisal concluded that these ranges represented the appropriate balance of the

111

two approaches to valuing Hampden Bank, and the number of shares to be sold, in comparison to the peer group institutions.

		Price-to-Earnings Multiple(1)		Price-to-Book Value Ratio(2)		Price-to-Tangible Book Value Ratio(2)
Hampden Bank (pro forma):
	Minimum	32.37	x	69.90	%	69.90	%
	Midpoint	35.70		74.51		74.51
	Maximum	38.64		78.33		78.33
	15% Above Maximum	41.62		81.99		81.99
Peer Group:
	Average	19.94	x	138.38	%	146.36	%
	Median	18.34		136.47		140.09
All fully-converted, publicly-traded thrifts:
	Average	18.18	x	138.27	%	161.60	%

(1)

Ratios are based on earnings for the 12 months ended June 30, 2006 and share prices as of September 1, 2006.

(2)

Ratios are based on book value as of June 30, 2006 and share prices as of September 1, 2006.

        Our board of directors reviewed RP Financial's appraisal report, including the methodology and the assumptions used by RP Financial, and determined that the methodology and assumptions used by RP Financial were reasonable and that the valuation range was reasonable and adequate. Based on the valuation range, the offering was determined to be within the range of $48,662,500 and $65,837,500, with a midpoint of $57,250,000. Dividing these dollar amounts by the purchase price resulted in an offering range of between 4,866,250 and 6,583,750 shares, with a midpoint of 5,725,000 shares. The purchase price of $10.00 per share was determined by us, taking into account, among other factors, offering the common stock in a manner that will achieve the widest distribution of the stock and desired liquidity in the common stock after the offering.

        Since the outcome of the offering relates in large measure to market conditions at the time of sale, it is not possible to determine the exact number of shares that will be issued by Hampden Bancorp at this time. Additionally, the offering range may be amended, with the approval of the Massachusetts Commissioner of Banks, if necessitated by developments following the date of the appraisal in, among other things, market conditions, our financial condition or operating results, regulatory guidelines or national or local economic conditions.

        If, upon completion of the offering, at least the minimum number of shares are subscribed for, RP Financial, after taking into account factors similar to those involved in its prior appraisal, will determine its estimate of our pro forma market value. If, as a result of regulatory considerations, demand for the shares or changes in market conditions, RP Financial determines that our pro forma market value has increased, we may sell up to 7,571,313 shares without any further notice to you.

112

        No shares will be sold unless RP Financial confirms that, to the best of its knowledge, nothing of a material nature has occurred that would cause it to conclude that the actual total purchase price of the shares on an aggregate basis was materially incompatible with its appraisal. If, however, the facts do not justify that statement, we may either: terminate the stock offering and promptly return all funds; set a new offering range and give all subscribers the opportunity to increase, decrease, cancel or maintain their purchase orders; or take such other action as may be permitted by the Massachusetts Commissioner of Banks and the Securities and Exchange Commission. If we set a new offering range and we do not receive an affirmative response from an investor within a designated resolicitation period, we will return all funds promptly to the investor with interest at our passbook savings rate and cancel any deposit withdrawal authorizations. If the offering is terminated, all stock orders will be cancelled and subscription funds will be returned promptly with interest at our passbook savings rate, and holds on funds authorized for withdrawal from deposit accounts will be released. If RP Financial establishes a new valuation range, it must be approved by the Massachusetts Commissioner of Banks.

        In formulating its appraisal, RP Financial relied upon the truthfulness, accuracy and completeness of all documents we furnished to it. RP Financial also considered financial and other information from regulatory agencies, other financial institutions and other public sources, as appropriate. While RP Financial believes this information to be reliable, RP Financial does not guarantee the accuracy or completeness of the information and did not independently verify the financial statements and other data provided by us or independently value our assets or liabilities. The appraisal is not intended to be, and must not be interpreted as, a recommendation of any kind as to the advisability of purchasing shares of common stock. Moreover, because the appraisal must be based on many factors that change periodically, there is no assurance that purchasers of shares in the conversion will be able to sell shares after the conversion at prices at or above the purchase price.

The Stock Offering

        We are offering between 4,866,250 and 6,583,750 shares of common stock (subject to adjustment to up to 7,571,313) pursuant to this prospectus and the plan of conversion. The shares of common stock are being offered for sale at a purchase price of $10.00 per share in the subscription offering pursuant to subscription rights in the following descending order of priority to:

•

eligible account holders: depositors who had accounts at Hampden Bank with aggregate balances of at least $50 as of the close of business on April 30, 2005;



•

supplemental eligible account holders: depositors who had accounts at Hampden Bank with aggregate balances of at least $50 as of the close of business on September 30, 2006;



•

our employee stock ownership plan, which we expect will purchase that number of shares equal to 8.0% of the sum of the number shares sold in the offering plus the number of shares contributed to the charitable foundation; and



•

officers, trustees, corporators and employees of Hampden Bank who do not have a higher priority right.

        Subject to the prior rights of holders of subscription rights, remaining shares of common stock may be offered in a direct community offering at $10.00 per share to certain members of the general public, with a preference first given to natural persons residing in the Massachusetts counties of Hampden, Berkshire and Hampshire and the Connecticut county of Hartford. The direct community offering may begin at the same time as the subscription offering, or after the subscription offering begins. We also may offer shares of common stock not purchased in the subscription offering or the direct community offering through a syndicated community offering.

113

Subscription Offering and Subscription Rights

        In accordance with the plan of conversion, rights to subscribe for shares of common stock in the subscription offering have been granted in the following descending order of priority. The filling of all subscriptions that we receive will depend on the availability of common stock and to the minimum, maximum and overall purchase limitations set forth in the plan of conversion and as described below under "—Limitations on Common Stock Purchases."

        Priority 1: Eligible Account Holders.    Each eligible account holder will receive, as first priority and without payment, nontransferable rights to subscribe for common stock in an amount of up to $200,000. See "—Limitations on Common Stock Purchases."

        If there are not sufficient shares available to satisfy all subscriptions by eligible account holders, shares first will be allocated so as to permit each subscribing eligible account holder to purchase a number of shares sufficient to make such eligible account holder's total allocation equal to the lesser of 100 shares or the number of shares subscribed for. Thereafter, unallocated shares will be allocated among the remaining eligible account holders whose subscriptions remain unfilled in the proportion that the amount of their respective qualifying deposit bears to the total amount of qualifying deposits of all eligible account holders whose subscriptions remain unfilled. However, no fractional shares shall be issued.

        To ensure proper allocation of stock, each eligible account holder must list on his or her stock order form all Hampden Bank deposit accounts in which he or she had an ownership interest on the eligibility record date of April 30, 2005. In the event of oversubscription, failure to list an account could result in fewer shares being allocated than if all accounts had been disclosed.

        Priority 2: Supplemental Eligible Account Holders.    To the extent that there are shares remaining after satisfaction of the subscriptions by eligible account holders, each supplemental eligible account holder will receive, as a second priority and without payment, non-transferable rights to subscribe for common stock in an amount of up to $200,000. See "—Limitations on Common Stock Purchases."

        If there are not sufficient shares available to satisfy all subscriptions by supplemental eligible account holders, shares first will be allocated so as to permit each subscribing supplemental eligible account holder to purchase a number of shares sufficient to make such supplemental eligible account holder's total allocation equal to the lesser of 100 shares or the number of shares subscribed for. Thereafter, unallocated shares will be allocated among the remaining supplemental eligible account holders whose subscriptions remain unfilled in the proportion that the amount of their respective qualifying deposit bears to the total amount of qualifying deposits of all supplemental eligible account holders whose subscriptions remain unfilled. However, no fractional shares shall be issued.

        To ensure proper allocation of stock, each supplemental eligible account holder must list on his or her stock order form all Hampden Bank deposit accounts in which he or she had an ownership interest on the supplemental eligibility record date of September 30, 2006. In the event of oversubscription, failure to list an account could result in fewer shares being allocated than if all accounts had been disclosed.

        Priority 3: The Tax-Qualified Employee Benefit Plans.    On a third priority basis, our tax-qualified employee benefit plans will receive, as a third priority and without payment therefor, non-transferable subscription rights to purchase up to 10.0% of the common stock to be sold in the offering and contributed to the charitable foundation. As a tax-qualified employee benefit plan, our employee stock ownership plan expects to purchase that number of shares equal to 8.0% of the sum of the shares sold in the offering plus the number of shares contributed to the charitable foundation. This is the only benefit plan expected to purchase shares in the offering. Subscriptions by the employee stock ownership plan will not be aggregated with shares of common stock purchased directly by or which are otherwise

114

attributable to any other participants in the offering, including subscriptions of any of the directors, trustees, officers or employees of Hampden Bancorp and Hampden Bank. The employee stock ownership plan may choose to fill some or all of its intended subscription after the offering by purchasing shares in the open market or may purchase shares directly from us.

        Priority 4: Employees, Officers, Directors, Trustees and Corporators.    On a fourth priority basis, each employee, officer, director, trustee and corporator of Hampden Bancorp and Hampden Bank at the time of the offering who is not eligible in the preceding priority categories shall receive at no cost non-transferable subscription rights to subscribe for common stock in an amount up to $200,000. See "—Limitations on Common Stock Purchases." In the event that persons in this category subscribe for more shares of stock than are available for purchase by them, shares will be allocated among such subscribing persons on an equitable basis, such as by giving weight to the order size, period of service, compensation and position of the individual subscriber.

Direct Community Offering

        To the extent that shares remain available for purchase after satisfaction of all subscriptions of the eligible account holders, supplemental eligible account holders, our tax qualified employee benefit plans, and employees, officers, directors, trustees and corporators of Hampden Bancorp and Hampden Bank, we may, at our discretion, offer shares pursuant to the plan of conversion to members of the general public in a direct community offering. In the direct community offering, preference will be given to natural persons residing in the Massachusetts counties of Hampden, Berkshire or Hampshire or the Connecticut county of Hartford.

        The term "residing" means any person who occupies a dwelling within the Massachusetts counties of Hampden, Berkshire or Hampshire or the Connecticut county of Hartford, has an intent to remain for a period of time, and manifests the genuineness of that intent by establishing an ongoing physical presence together with an indication that such presence is something other than merely transitory in nature. We may utilize depositor or loan records or such other evidence provided to us to make a determination as to whether a person is a resident of the Massachusetts counties of Hampden, Berkshire or Hampshire or the Connecticut county of Hartford. In all cases, the determination of resident status will be made by us in our sole discretion.

        Stock sold in the direct community offering will be offered and sold in a manner to achieve a wide distribution of the stock. Each person may purchase up to $200,000 of common stock, subject to the overall maximum purchase limitations. Allocation of shares if an oversubscription occurs in this category of the offering will give preference to natural persons residing in the Massachusetts counties of Hampden, Berkshire or Hampshire or the Connecticut county of Hartford, such that each such person may receive 100 shares, and thereafter, on a pro rata basis to such persons based on the amount of their respective subscriptions or other reasonable basis until all available shares have been allocated. If shares remain after filling all subscriptions of persons living in the Massachusetts counties of Hampden, Berkshire or Hampshire or the Connecticut county of Hartford and an oversubscription occurs among other persons in this category of the offering, the allocation process to cover orders for such other persons shall be the same as described for natural persons residing in the Massachusetts counties of Hampden, Berkshire or Hampshire or the Connecticut county of Hartford.

        The direct community offering, if any, may commence concurrently with or subsequent to the commencement of the subscription offering and shall be for a period of not more than 45 days unless extended by Hampden Bancorp, with the approval of the Massachusetts Commissioner of Banks. We may terminate the direct community offering at any time after we have received orders for at least the minimum number of shares available for purchase in the offering. We retain the right to accept or reject in whole or in part any orders in the direct community offering.

115

Syndicated Community Offering

        If feasible, our board of trustees may decide to offer for sale shares of common stock not subscribed for or purchased in the subscription and direct community offerings to the general public by a selling group of broker-dealers in a syndicated community offering, subject to such terms, conditions and procedures as we may determine, in a manner that will achieve the widest distribution of the common stock. However, we retain the right to accept or reject in whole or in part any orders in the syndicated community offering. In the syndicated community offering, any person may purchase up to $200,000 of common stock, subject to the overall maximum purchase limitations. See "—Limitations on Common Stock Purchases." Any syndicated offering will likely begin as soon as possible after the expiration of the subscription and direct community offerings.

        The syndicated community offering will be conducted in accordance with certain Securities and Exchange Commission rules applicable to best efforts offerings. Generally under those rules, Keefe, Bruyette & Woods, Inc., a broker-dealer, will deposit funds it receives prior to the closing date from interested investors into a separate non-interest bearing bank account. If and when all the conditions for the closing are met, funds for common stock sold by Keefe, Bruyette & Woods, Inc. in the syndicated community offering will be promptly delivered to us. If the offering closes, but some or all of an interested investor's funds are not accepted by us, those funds will be returned to the interested investor promptly after the closing, without interest. If the offering does not close, funds in the account will be promptly returned, without interest, to the potential investor. Normal customer ticketing will be used. In the syndicated community offering, stock order forms will not be used.

Expiration Date of the Offering

        The offering will expire at 11:00 a.m., Eastern time, on                        , 2006, unless we extend this period with the approval of the Massachusetts Commissioner of Banks. Subscription rights will expire then, whether or not each eligible depositor can be located. We may decide to extend the expiration date of any of the subscription offering, direct community offering and syndicated community offering for any reason, whether or not subscriptions have been received for shares at the minimum, midpoint or maximum of the offering range. Subscription rights which have not been exercised prior to the expiration date, as extended, will become void. If the offering is extended beyond                        , we will be required to resolicit subscribers before proceeding. No single extension may exceed 45 days. In no event may we extend the offering beyond                        , 2008, which is two years after the approval of the plan of conversion by the board of trustees of Hampden Bank.

        We will not execute orders until at least the minimum number of shares in the offering range has been issued. If at least    shares have not been issued within 45 days after the expiration of the subscription offering and the Massachusetts Commissioner of Banks has not consented to an extension, all subscription funds delivered to us to purchase shares of common stock in the offering will be returned promptly to the subscribers with interest at Hampden Bank's passbook savings rate and all deposit account withdrawal authorizations will be canceled. If an extension beyond the 45-day period following the subscription offering expiration date is granted by the Massachusetts Commissioner of Banks, we will notify subscribers of the extension of time and of the rights of subscribers to increase, decrease, cancel or maintain their stock orders during that time. Unless we receive an affirmative response from an investor within a designated resolicitation period, we will return all subscription funds received promptly to the investor as described above.

Limitations on Common Stock Purchases

        The plan of conversion includes the following limitations on the number of shares of common stock that may be purchased during the conversion:

•

No person may purchase fewer than 25 shares of common stock per stock order form;

116

•

Our tax qualified employee benefit plans are entitled to purchase up to 10.0% of the shares sold in the offering and contributed to the charitable foundation. As a tax qualified employee benefit plan, our employee stock ownership plan intends to purchase that number of shares equal to 8.0% of the sum of the number of shares sold in the offering plus the number of shares contributed to the charitable foundation;



•

No person may subscribe for more than $200,000 of common stock. In the subscription offering, no persons exercising subscription rights through a single qualifying deposit account held jointly may purchase more than this amount. Our employee stock ownership plan is not subject to this limitation;



•

No person, together with associates or persons acting in concert with such person (please see definitions of "associate" or "acting in concert" below), may purchase in all categories of the offering combined, more than the overall purchase limit of 30,000 shares, or $300,000 of common stock. Our employee stock ownership plan is not subject to this limitation; and



•

The aggregate number of shares of common stock that may be purchased in all categories of the offering by employees, officers, directors, trustees and corporators of Hampden Bancorp and Hampden Bank and their associates may not exceed 30.0% of the total shares sold in the offering and contributed to the charitable foundation.

        Depending upon market or financial conditions, the board of directors of Hampden Bancorp may increase or decrease the purchase limitations, provided that the purchase limitations (i) may not be increased to a percentage that is more than 5.0% of the common stock offered for sale and may not be decreased to a percentage that is less than one-tenth of a percent (0.10%) of the common stock offered for sale in the conversion and (ii) related to our employee benefit plans may not be increased to more than 10% of the shares offered for sale. Such an increase or decrease would require the approval of the bank regulators but would not require further approval of the corporators of Hampden Bancorp unless the bank regulators so require. If a purchase limitation is increased, subscribers in the subscription offering who ordered the maximum amount will be, and some other large subscribers may be, given the opportunity to increase their subscriptions up to the then applicable limit.

        In the event of an increase in the offering range of up to 15.0% of the total number of shares of common stock offered in the offering, shares will be allocated in the following order of priority in accordance with the plan of conversion:

•

with regulatory approval, to fill the employee benefit plans' subscription for up to 10.0% of the sum of the shares sold in the offering and contributed to the charitable foundation;



•

in the event that there is an oversubscription at the eligible account holder or supplemental eligible account holder levels, to fill unfulfilled subscriptions of these subscribers according to their respective priorities; and



•

to fill unfulfilled subscriptions in the community offering, with preference given first to natural persons residing in the municipalities of Massachusetts counties of Hampden, Berkshire and Hampshire and the Connecticut County of Hartford and then to other members of the general public.

        The term "associate" of a person means:

•

any corporation or organization of which the person is an officer, partner or beneficial owner of 10.0% or more of any class of equity securities (other than Hampden Bancorp, Hampden Bancorp, MHC, Hampden Bank or a majority-owned subsidiary of any of them);



•

any trust or other estate in which the person has a substantial beneficial interest or serves as a trustee or in a similar fiduciary capacity;

117

•

any relative or spouse of the person, or any relative of the spouse, who either has the same home as the person or who is a director, trustee or officer of Hampden Bancorp, Hampden Bancorp, MHC, or Hampden Bank; and



•

any person "acting in concert" with any of the persons or entities specified above.

        The term "acting in concert" means:

•

knowing participation in a joint activity or interdependent conscious parallel action towards a common goal, whether or not pursuant to an express agreement; or



•

persons seeking to combine or pool their voting or other interests (such as subscription rights) in the securities of an issuer for a common purpose, pursuant to any contract, understanding, relationship, agreement or other arrangement, whether written or otherwise.

        We have the sole discretion to determine whether prospective purchasers are "associates" or "acting in concert." Persons having the same address, persons exercising subscription rights through qualifying deposits registered at the same address, whether or not related and persons who file jointly a Schedule 13D or 13G with the Securities and Exchange Commission, will be deemed to be acting in concert unless we determine otherwise. Trustees or directors of Hampden Bancorp, Hampden Bancorp, MHC, or Hampden Bank are not treated as acting in concert solely as a result of their board membership.

Other Restrictions

        Notwithstanding any other provision of the plan of conversion, no person is entitled to purchase any shares of common stock to the extent the purchase would be illegal under any federal or state law or regulation, including state "blue sky" registrations, or would violate regulations or policies of the National Association of Securities Dealers, Inc., particularly those regarding free riding and withholding. We may ask for an acceptable legal opinion from any purchaser as to the legality of his or her purchase and we may refuse to honor any purchase order if an opinion is not timely furnished. Hampden Bancorp, in its sole discretion, may make reasonable efforts to comply with the securities laws of all states in the United States in which depositors entitled to subscribe for shares reside and will only offer and sell shares in states in which the offers and sales comply with such states' securities laws. However, no person will be offered or allowed to purchase any shares if he or she resides in a foreign country or in a state of the United States with respect to which any of the following apply:(i) a small number of persons otherwise eligible to purchase shares under the plan of conversion reside in such state or foreign country; (ii) the offer or sale of shares to such persons would require Hampden Bancorp or its employees to register, under the securities laws of such state or foreign country, as a broker or dealer or to register or otherwise qualify its securities for sale in such state or foreign country; or (iii) such registration or qualification would be impracticable for reasons of cost or otherwise.

Plan of Distribution and Marketing Arrangements

        Offering materials have been initially distributed through mailings to those eligible to subscribe in the subscription offering. To assist in the marketing of our common stock, we have retained Keefe, Bruyette & Woods, Inc., which is a broker-dealer registered with the National Association of Securities Dealers, Inc. Keefe, Bruyette & Woods, Inc. will assist us in the offering by:

•

Acting as our financial advisor for the conversion, providing administrative services and managing the Stock Information Center;



•

Educating our employees about the stock offering;



•

Targeting our sales efforts, including assisting in the preparation of marketing materials; and



•

Soliciting orders for common stock.

118

        For these services, Keefe, Bruyette & Woods, Inc. will receive a conversion advisory fee of $50,000 plus a marketing agent fee equal to 1% of the aggregate purchase price of common stock sold in the subscription or community offering. No fee will be payable to Keefe, Bruyette & Woods, Inc. with respect to shares purchased by officers, directors and employees or their immediate families, shares contributed to Hampden Bank Charitable Foundation, or any common stock purchased by our tax-qualified and non-qualified employee benefit plans. In the event that Keefe, Bruyette & Woods, Inc. sells common stock through a group of broker-dealers in a syndicated community offering, it will be paid a fee in an amount competitive with gross underwriting discounts charged at such time for underwritings of comparable amounts of common stock sold at a comparable price per share in a similar market environment, which fee along with the fee payable to selected dealers (which may include Keefe, Bruyette & Woods, Inc. for the shares it sells) for the shares they sell shall not exceed 5.5% of the aggregate dollar amount of shares sold in the syndicated offering. In the subscription and direct community offerings, Keefe, Bruyette & Woods, Inc. will also be reimbursed for its allocable expenses in an amount not to exceed $15,000 and for its legal fees in an amount not to exceed $50,000. In the event that there is a resolicitation of subscribers, Keefe, Bruyette & Woods, Inc. may be required to provide significant additional services for which they may not charge an additional administrative fee.

        We will indemnify Keefe, Bruyette & Woods, Inc. against liabilities and expenses, including legal fees, incurred in connection with certain claims or litigation arising out of or based upon untrue statements or omissions contained in the offering materials for the common stock, including liabilities under the Securities Act of 1933, as amended.

        After the offering, if we seek Keefe, Bruyette & Woods, Inc.'s assistance in purchasing shares of our common stock on the open market to fund our stock-based incentive plan, Keefe, Bruyette & Woods, Inc. would earn a brokerage commission on those purchases. The amount of such commission would depend on the number of shares purchased through Keefe, Bruyette & Woods, Inc. and the per share brokerage commission, which would be a negotiated amount. Although we do not have any agreement or arrangement with Keefe, Bruyette & Woods, Inc. to purchase any shares through Keefe, Bruyette & Woods, Inc.'s brokers, it is likely that we will use Keefe, Bruyette & Woods, Inc. brokers for this purpose if we are able to negotiate competitive terms.

        Some of our directors, trustees and executive officers may participate in the solicitation of offers to purchase common stock in states where the laws permit. These persons will be reimbursed for their reasonable out-of-pocket expenses incurred in connection with the solicitation. Other of our employees may assist in the offering, but only in ministerial capacities. These employees may provide clerical work in effecting a sales transaction or may answer ministerial questions. No offers or sales may be made by tellers or at the teller counters. All sales activity will be conducted in a building separate from our executive offices and teller counters. Investment-related questions of prospective purchasers will be directed to executive officers, trustees or directors or registered representatives of Keefe, Bruyette & Woods, Inc. Our other employees have been instructed not to solicit offers to purchase shares of common stock or provide advice regarding the purchase of common stock. We will rely on Rule 3a4-1 under the Securities Exchange Act of 1934, and sales of common stock will be conducted within the requirements of Rule 3a4-1, so as to permit executive officers, directors, trustees and employees to participate in the sale of common stock. None of our officers, directors, trustees or employees will be compensated in connection with their participation in the offering.

Procedure for Purchasing Shares

        Prospectus Delivery.To ensure that each purchaser receives a prospectus at least 48 hours before the expiration date of the offering in accordance with Rule 15c2-8 of the Securities Exchange Act of 1934, no prospectus will be mailed any later than five days prior to the expiration date or hand delivered any later than two days prior to that date. We are not obligated to deliver a prospectus or

119

order form by means other than U.S. Mail. Execution of an order form will confirm receipt of delivery of a prospectus in accordance with Rule 15c2-8. Order forms will be distributed only if preceded or accompanied by a prospectus. Subscription funds will be maintained in a segregated account at Hampden Bank.

        Termination of Offering; Rejection of Orders.    We reserve the right in our sole discretion to terminate the offering at any time and for any reason, in which case we will cancel any deposit account withdrawal holds and promptly return all funds submitted, with interest calculated at Hampden Bank's applicable passbook savings rate from the date of receipt.

        We have the right to reject any order submitted in the offering by a person who we believe is making false representations or who we otherwise believe, either alone or acting in concert with others, is violating, evading, circumventing, or intends to violate, evade or circumvent the terms and conditions of the plan of conversion.

        Use of Order Forms.    In order to purchase shares of common stock in the subscription offering and direct community offering, you must submit a properly completed and signed original stock order form and full payment. We will not be required to accept orders submitted on photocopied or facsimilied stock order forms. All order forms must be received by our Stock Information Center (not postmarked) prior to 11:00 a.m. Eastern time on                        , 2006. We are not required to accept order forms that are not received by that time, are executed defectively or are received without full payment or without appropriate deposit account withdrawal instructions. We are not required to notify subscribers of incomplete or improperly executed order forms, but we have the right to waive or permit the correction of incomplete or improperly executed order forms. We do not represent, however, that we will do so. You may submit your order form and payment in one of three ways: by mail using the reply envelope provided, by overnight delivery to the indicated address noted on the form or by hand delivery to the Stock Information Center located at 19 Harrison Avenue, Springfield, Massachusetts 01102. Order forms may not be delivered to Hampden Bank's branch offices. Once tendered, an order form cannot be modified or revoked without our consent. If you are ordering shares in the subscription offering, by signing the order form, you will represent that you are purchasing shares for your own account and that you have no agreement or understanding with any person for the sale or transfer of the shares. When entering the stock registration on your stock order form, you should not add the name(s) of persons without subscription rights, or who qualify only in a lower purchase priority than you. Furthermore, joint registration will only be allowed if the qualifying deposit account is so registered. Our interpretation of the terms and conditions of the plan of conversion and of the acceptability of the order forms will be final. Also, by signing the order form, you will acknowledge that the common stock is not a deposit or savings account that is federally insured or otherwise guaranteed by Hampden Bank or the Federal government, and that you received a copy of this prospectus. Signing the order form will not result in you waiving your rights under the Securities Act of 1933 or the Securities Exchange Act of 1934.

        Payment for Shares.    Payment for all shares of common stock will be required to accompany all completed order forms for the purchase to be valid. You may not submit cash or wire transfers. Payment for shares may be made only by:

•

Personal check, bank check or money order made payable directly to Hampden Bancorp, Inc. (you may not remit Hampden Bank line of credit checks, and we will not accept third party checks, including those payable to you and endorsed over to Hampden Bancorp, Inc.; or



•

Authorization of withdrawal from the types of Hampden Bank deposit account(s) provided for on the stock order form.

        In the case of payments made by check or money order, these funds must be available in the account(s) when the order is received. Please do not overdraft your Hampden Bank account(s). Checks

120

and money orders will be immediately cashed and placed in an escrow account at Hampden Bank and interest will be paid at Hampden Bank's passbook savings rate, calculated from the date payment is received until the conversion is completed or terminated.

        Appropriate means for designating withdrawals from deposit accounts at Hampden Bank are provided on the order form. There will be no penalty for early withdrawal. The funds designated must be available in the account(s) at the time the order form is received. A hold will be placed on these funds, making them otherwise unavailable to the depositor during the stock offering. On your stock order form, please do not designate a withdrawal from accounts with check-writing privileges. Please submit a check instead. Funds authorized for withdrawal will continue to earn interest within the Hampden Bank account at the contract rate until the conversion is completed, at which time the designated withdrawal will be made. Interest penalties for early withdrawal applicable to certificate of deposit accounts will not apply to withdrawals authorized for the purchase of shares of common stock; however, if a withdrawal results in a certificate of deposit account with a balance less than the applicable minimum balance requirement, the certificate will be cancelled at the time the conversion is completed without penalty and, thereafter, the remaining balance will earn interest at Hampden Bank's applicable passbook savings rate. You may not authorize direct withdrawal from a Hampden Bank IRA. If you wish to use funds in your Hampden Bank IRA to purchase shares of our common stock, please refer to the following section.

        Once we receive your executed order form, it may not be modified, amended or rescinded without our consent, unless the offering is not completed by                        , 2006, or the offering range is revised, in which events purchasers will be given the opportunity to increase, decrease, cancel or maintain their orders for a specified period of time.

        Our employee stock ownership plan will not be required to pay for shares purchased in the offering until completion of the offering, provided there is a loan commitment from an unrelated financial institution, Hampden Bancorp or a subsidiary capitalized by Hampden Bancorp to lend to the employee stock ownership plan the necessary amount to fund the purchase.

        Regulations prohibit Hampden Bank from lending funds or extending credit to any persons to purchase shares of common stock in the offering.

        Using IRA Funds To Purchase Shares.    Owners of self-directed IRAs may be able use the assets of such IRAs to purchase shares of common stock in the subscription and community offerings, provided that such IRAs are not maintained at Hampden Bank. Persons who wish to use assets in IRAs maintained at Hampden Bank may not authorize direct withdrawal on the stock order form from these accounts. Prior to subscribing for shares, they must first transfer their IRA accounts to an unaffiliated trustee or custodian such as a brokerage firm. Assistance on how to transfer IRAs maintained at Hampden Bank can be obtained from the Stock Information Center. If you are interested in using funds held in a Hampden Bank IRA or elsewhere, to purchase common stock, contact the Stock Information Center as soon as possible, preferably at least two weeks prior to                         , 2006, because processing such transactions takes additional time, and whether such funds can be used may depend on limitations imposed by the institution where such funds are currently held. We cannot guarantee that you will be able to use funds held in an IRA to purchase shares of common stock in the offering.

        Delivery of Stock Certificates.    Certificates representing shares of common stock issued in the offering will be mailed to the persons entitled thereto at the certificate registration address noted by such persons on the order form, as soon as practicable following completion of the offering and receipt of all necessary regulatory approvals. Any certificates returned as undeliverable will be held by the transfer agent until claimed by persons legally entitled thereto or otherwise disposed of in accordance with applicable law. Until certificates for the common stock are available and delivered to purchasers,

121

purchasers may not be able to sell the shares of common stock which they ordered, even though the common stock will have begun trading.

Restrictions On Transfer of Subscription Rights and Shares Prior to the Conversion

        Prior to completion of the conversion, Massachusetts regulations and the plan of conversion prohibit any person with subscription rights, including the eligible account holders, supplemental eligible account holders, and officers, directors, corporators, trustees and employees of Hampden Bancorp or Hampden Bank, from transferring or entering into any agreement or understanding to transfer the legal or beneficial ownership of the subscription rights issued under the plan of conversion or the shares of common stock to be issued upon their exercise. In addition, illegal transfers of subscription rights, including agreements made prior to completion of the conversion to transfer shares after the conversion, have been subject to enforcement actions by the Securities and Exchange Commission as violations of Rule 10b-5 of the Securities Exchange Act of 1934. Subscription rights may be exercised only by the person to whom they are granted and only for his or her account. When registering your stock purchase on the order form, you should not add the name(s) of persons who have no subscription rights or who qualify in a lower purchase priority than you do. Doing so may jeopardize your subscription rights. Each person exercising subscription rights will be required to certify that he or she is purchasing shares solely for his or her own account and that he or she has no agreement or understanding regarding the sale or transfer of such shares. The Massachusetts regulations also prohibit any person from offering or making an announcement of an offer or intent to make an offer to purchase subscription rights or shares of common stock to be issued upon their exercise prior to completion of the conversion. Upon a finding of a violation of the Massachusetts regulations, the Massachusetts Commissioner of Banks may limit subscription rights, revoke stock purchases and assess civil monetary penalties.

We intend to report to the Massachusetts Commissioner of Banks, the Federal Deposit Insurance Corporation and the Securities and Exchange Commission anyone who we believe sells or gives away their subscription rights. We will pursue any and all legal and equitable remedies in the event we become aware of the transfer of subscription rights, and we will not honor orders that we believe involve the transfer of subscription rights.

Any purchases made by persons affiliated with us for the explicit purpose of meeting the minimum of the offering must be made for investment purposes only and not with a view towards redistribution.

Certain Management Restrictions on Purchase Or Transfer of Our Shares After Conversion

        Shares of common stock purchased in the offering by the directors, trustees, officers and corporators of Hampden Bancorp or Hampden Bank generally may not be sold for a period of one year following the closing of the conversion, except in the event of the death or substantial disability, as determined by the Massachusetts Commissioner of Banks and the Federal Deposit Insurance Corporation, of such person, or upon the written approval of the Massachusetts Commissioner of Banks and the Federal Deposit Insurance Corporation. Each certificate for restricted shares will bear a legend giving notice of this restriction on transfer, and instructions will be issued to the effect that any transfer within this time period of any certificate or record ownership of the shares other than as provided above is not to be recognized or effected. Any shares of common stock issued at a later date as a stock dividend, stock split, or otherwise, with respect to the restricted stock will be similarly restricted.

        The directors and officers of Hampden Bancorp and Hampden Bank and their associates may not purchase Hampden Bancorp common stock for three years after the conversion is completed without the Massachusetts Commissioner of Banks and the Federal Deposit Insurance Corporation's approval

122

except through a broker-dealer registered with the Securities and Exchange Commission. This restriction does not apply to negotiated transactions involving more than 1.0% of Hampden Bancorp's outstanding common stock or to stock purchases under a stock-based incentive plan. The directors and officers also will be restricted by the insider trading rules and other applicable requirements of the federal securities laws.

Under NASD guidelines, members of the NASD and their associates are subject to certain restrictions on transfer of securities purchased in accordance with subscription rights and to certain reporting requirements upon purchase of these securities.

Stock Information Center

        If you have any questions regarding the stock offering, you may call our Stock Information Center at (413) 452-5138, Monday through Friday between 9:00 a.m. and 4:00 p.m., Eastern time. You may also visit our Stock Information Center, which is located at 19 Harrison Avenue, Springfield, Massachusetts 01102, Massachusetts. Our branch banking offices will not have offering materials and cannot accept completed order forms. The Stock Information Center will be closed on weekends and bank holidays.

Tax Aspects of the Conversion

        Completion of the conversion is conditioned upon prior receipt 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 Massachusetts tax laws, that no gain or loss will be recognized by Hampden Bancorp, MHC, Hampden Bank or Hampden Bancorp, Inc. as a result of the conversion or by account holders receiving subscription rights, except to the extent, if any, that subscription rights are deemed to have fair market value on the date such rights are issued. We believe that the tax opinions summarized below address all material federal income tax consequences that are generally applicable to Hampden Bancorp, MHC, Hampden Bank, Hampden Bancorp, Inc. and persons receiving subscription rights.

        Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. has issued an opinion to Hampden Bancorp, MHC, Hampden Bank and Hampden Bancorp, Inc. that, for federal income tax purposes:

•

the merger of Hampden Bancorp, MHC with and into Hampden Bank (the "MHC Merger") will constitute a tax-free reorganization within the meaning of Section 368(a)(1)(A) of the Code;



•

Hampden Bancorp, MHC will not recognize any gain or loss as a result of the MHC Merger or on the transfer of its assets to Hampden Bank in exchange for an interest in the liquidation account established in the Hampden Bank for the benefit of the Eligible Account Holders and the Supplemental Eligible Account Holders who remain depositors of Hampden Bank;



•

no gain or loss will be recognized by Hampden Bank as a result of the MHC Merger or upon the receipt of the assets of Hampden Bank, MHC in the MHC Merger in exchange for the transfer to the Eligible Account Holders and the Supplemental Eligible Account Holders of an interest in the liquidation account;



•

the Eligible Account Holder and the Supplemental Eligible Account Holders will recognize no gain or loss as a result of the MHC merger or upon the receipt of interests in the liquidation account in Hampden Bank in exchange for their liquidation interests in Hampden Bank, MHC;



•

Hampden Bancorp, Inc. will recognize no gain or loss upon the receipt of cash in the Offerings in exchange for shares of its common stock;



•

Hampden Bancorp, Inc. will recognize no gain or loss upon the transfer of a portion of the net proceeds received by it in the offerings to Hampden Bank in exchange for common stock of Hampden Bank;

123

•

Hampden Bancorp will recognize no gain or loss upon the receipt of the contributed offering proceeds from Hampden Bancorp, Inc. in exchange for common stock of Hampden Bank; and



•

it is more likely than not that the fair market value of the subscription rights to be issued to Eligible Account Holders, Supplemental Eligible Account Holders and other persons is zero, and accordingly, that no income will be realized by Eligible Account Holders, Supplemental Eligible Account Holders and such other persons upon the issuance to them of the subscription rights or upon the exercise of the subscription rights.

        The opinion set forth in the last paragraph above is based on the position that the subscription rights do not have any market value at the time of distribution or at the time they are exercised. Whether subscription rights have a market value for federal income tax purposes is a question of fact, depending upon all relevant facts and circumstances. According to our counsel, the Internal Revenue Service will not issue rulings on whether subscription rights have a market value. Counsel has also advised us that they are unaware of any instance in which the Internal Revenue Service has taken the position that nontransferable subscription rights issued by a converting financial institution have a market value. Counsel also noted that the subscription rights will be granted at no cost to the recipients, will be nontransferable and of short duration, and will afford the recipients the right only to purchase Hampden Bancorp common stock at a price equal to its estimated fair market value, which will be the same price as the purchase price for the unsubscribed shares of common stock.

        We will receive an opinion from Wolf & Company, P.C. that the material Massachusetts income tax consequences of the conversion are consistent with the federal income tax consequences.

        Unlike a tax ruling, a tax opinion has no binding effect on the IRS or the Commonwealth of Massachusetts, or official status of any kind, and the IRS or the Commonwealth of Massachusetts could disagree with the conclusions reached in such opinion. If such disagreement existed, no assurances can be given that the conclusions reached in such opinions would be sustained by a court of law.

        The opinions of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. and Wolf & Company, P.C. are filed as exhibits to the registration statement that Hampden Bancorp has filed with the Securities and Exchange Commission. See "Where You Can Find More Information."

Accounting Treatment

        The conversion will be accounted for at historical cost on accord with accounting principles generally accepted on the United States. Accordingly, the carrying value of the assets, liabilities and capital will be unaffected by the conversion and stock offering and will be reflected in our consolidated financial statements based on their historical amounts.

Hampden Bank Charitable Foundation

General

        In 2002, Hampden Bank established Hampden Savings Foundation, a charitable foundation. In furtherance of our commitment to the communities we serve, we intend to establish a new charitable foundation, Hampden Bank Charitable Foundation, in connection with the conversion. The new foundation will be established as a non-stock corporation and will be funded with an initial contribution of a number of shares of our authorized but unissued common stock in an amount equal to 5.0% of the number of shares sold in the offering. The contribution of common stock to Hampden Bank Charitable Foundation will be dilutive to the interests of stockholders and will have an adverse impact on the reported earnings of Hampden Bancorp in fiscal 2007, the year in which the foundation is established. In addition, the amount of common stock that we would offer for sale would be greater if the conversion were to be completed without the formation of Hampden Bank Charitable Foundation. The contribution of the common stock to Hampden Bank Charitable Foundation will not be included in determining whether the minimum number of shares of common stock (4,866,250) has been sold in order to complete the offering.

124

Purpose of Hampden Bank Charitable Foundation

        The purpose of Hampden Bank Charitable Foundation is to enhance the activities of the Hampden Savings Foundation, to provide funding to support charitable causes and community development activities within the communities in which Hampden Bank maintains its headquarters or a branch office. Hampden Bank Charitable Foundation will be dedicated completely to community activities and the promotion of charitable causes. We believe that Hampden Bank Charitable Foundation will enable us to further assist the communities within our market area in areas beyond community development and lending and will enhance our current activities under the Community Reinvestment Act.

        We further believe that the funding of Hampden Bank Charitable Foundation with shares of Hampden Bancorp common stock will allow our community to share in the potential growth and success of Hampden Bank long after the conversion. Hampden Bank Charitable Foundation will accomplish that goal by providing for continued ties between it and the communities in which Hampden Bank has its headquarters or a branch office.

Structure of the Charitable Foundation

        Hampden Bank Charitable Foundation will be incorporated under Delaware law as a non-stock, nonprofit corporation. Initially, Hampden Bank Charitable Foundation's board of directors will be comprised of individuals that are directors or officers of Hampden Bancorp or Hampden Bank. The certificate of incorporation of Hampden Bank Charitable Foundation will provide that the corporation is organized exclusively for charitable purposes as set forth in Section 501(c)(3) of the Internal Revenue Code. Hampden Bank Charitable Foundation's certificate of incorporation will further provide that no part of the net earnings of the charitable foundation will inure to the benefit of, or be distributable to, its directors, officers or members.

        The board of directors of Hampden Bank Charitable Foundation will be responsible for establishing its grant and donation policies, consistent with the purposes for which it was established. As directors of a nonprofit corporation, directors of Hampden Bank Charitable Foundation will at all times be bound by their fiduciary duty to advance the foundation's charitable goals, to protect its assets and to act in a manner consistent with the charitable purposes for which the foundation is established. The directors of Hampden Bank Charitable Foundation also will be responsible for directing the activities of the foundation, including the management and voting of the shares of common stock of Hampden Bancorp held by the foundation. However, as required by regulatory authorities, all shares of common stock held by Hampden Bank Charitable Foundation will be voted in the same ratio as all other shares of the common stock on all proposals considered by stockholders of Hampden Bancorp.

        Hampden Bank Charitable Foundation's place of business will be located at our administrative offices. The board of directors of Hampden Bank Charitable Foundation will appoint such officers and employees as may be necessary to manage its operations. To the extent applicable, we will comply with the affiliates restrictions set forth in Sections 23A and 23B of the Federal Reserve Act, Regulation W thereunder and other regulations governing transactions between Hampden Bank and the foundation.

        Hampden Bank Charitable Foundation will receive working capital from:

•

any dividends that may be paid on Hampden Bancorp's shares of common stock in the future;



•

within the limits of applicable federal and state laws, loans collateralized by the shares of common stock; or



•

the proceeds of the sale of any of the shares of common stock in the open market from time to time.

125

        As a private foundation under Section 501(c)(3) of the Internal Revenue Code, Hampden Bank Charitable Foundation generally will be required to distribute annually in grants or donations a minimum of 5.0% of the average fair market value of its net investment assets. One of the conditions to be imposed on the gift of common stock is that the amount of common stock that may be sold by Hampden Bank Charitable Foundation in any one year shall not exceed 5.0% of the market value of the assets held by Hampden Bank Charitable Foundation, except where the board of directors of the foundation determines that the failure to sell an amount of common stock greater than such amount would result in a long-term reduction of the value of its assets and/or would otherwise jeopardize its capacity to carry out its charitable purposes.

Tax Considerations

        Our independent tax advisor has advised us that an organization created for the above purposes should qualify as a Section 501(c)(3) exempt organization under the Internal Revenue Code and should be classified as a private foundation. Hampden Bank Charitable Foundation will submit a timely request to the Internal Revenue Service to be recognized as an exempt organization. As long as Hampden Bank Charitable Foundation files its application for tax-exempt status within 27 months from the date of its organization, and provided the Internal Revenue Service approves the application, its effective date as a Section 501(c)(3) organization will be the date of its organization. Our independent tax advisor, however, has not rendered any advice on whether Hampden Bank Charitable Foundation's tax exempt status will be affected by the regulatory requirement that all shares of our common stock held by Hampden Bank Charitable Foundation must be voted in the same ratio as all other outstanding shares of common stock on all proposals considered by our stockholders.

        We are authorized under federal and Massachusetts law to make charitable contributions and currently do so through Hampden Savings Foundation. We believe that the conversion presents a unique opportunity to enhance these activities by establishing and funding a charitable foundation given the substantial amount of additional capital being raised. In making such a determination, we considered the dilutive impact of the contribution of common stock to Hampden Bank Charitable Foundation on the amount of common stock to be sold in the offering. See "Capitalization," "Regulatory Capital Compliance, " and "Comparison of Independent Valuation and Pro Forma Financial Information With and Without the Foundation." The amount of the contribution will not adversely impact our financial condition. We therefore believe that the amount of the charitable contribution is reasonable given our pro forma capital position and does not raise safety and soundness concerns.

        We have received an opinion from our independent tax advisor that our contribution of our stock to Hampden Bank Charitable Foundation should not constitute an act of self-dealing and that we should be entitled to a deduction under federal law in the amount of the fair market value of the stock at the time of the contribution less the nominal amount that Hampden Bank Charitable Foundation is required to pay us for such stock. Under the Internal Revenue Code, we are permitted to deduct only an amount equal to 10% of our annual taxable income in any one year. We are permitted under the Internal Revenue Code to carry the excess contribution over the five year period following the contribution to Hampden Bank Charitable Foundation. We estimate that substantially all of the contribution should be deductible under federal law over the six-year period. However, we do not have any assurance that the Internal Revenue Service will grant tax-exempt status to the foundation. Furthermore, even if the contribution is deductible under federal law, we may not have sufficient earnings to be able to use the deduction in full. We do not expect to make any further contributions to Hampden Bank Charitable Foundation within the first five years following the initial contribution, unless such contributions would be deductible under the Internal Revenue Code. Any such decisions would be based on an assessment of, among other factors, our financial condition at that time, the interests of our stockholders and depositors, and the financial condition and operations of the foundation.

126

        Although we have received an opinion from our independent tax advisor that we should be entitled to a deduction under federal law for the charitable contribution, there can be no assurances that the Internal Revenue Service will recognize Hampden Bank Charitable Foundation as a Section 501(c)(3) exempt organization or that the deduction will be permitted. In such event, our contribution to Hampden Bank Charitable Foundation would be expensed without tax benefit, resulting in a reduction in earnings in the year in which the Internal Revenue Service makes such a determination. See "Risk Factors—Risks Related to the Formation of the Charitable Foundation—Our Contribution to Hampden Bank Charitable Foundation may not be tax deductible, which could hurt our profits."

        As a private foundation, net income is generally exempt from federal and state income taxation. However, investment income, such as interest, dividends and capital gains, is generally taxed at a rate of 2.0%. Hampden Bank Charitable Foundation will be required to file an annual return with the Internal Revenue Service within four and one-half months after the close of its fiscal year. Hampden Bank Charitable Foundation will be required to make its annual return available for public inspection. The annual return for a private foundation includes, among other things, an itemized list of all grants made or approved, showing the amount of each grant, the recipient, any relationship between a grant recipient and the foundation's managers and a concise statement of the purpose of each grant.

Regulatory Requirements Imposed on the Charitable Foundation

        Establishment of Hampden Bank Charitable Foundation may be subject to conditions to be agreed to by Hampden Bank Charitable Foundation as a condition to receiving the Massachusetts Commissioner of Bank's approval of the conversion, including but not limited to:

•

the foundation must be dedicated to charitable purposes within the communities in which Hampden Bank maintains its headquarters or a branch office;



•

the foundation must vote its shares in the same ratio as all other holders of shares;



•

the Massachusetts Division of Banks can examine the foundation;



•

the foundation must comply with all supervisory directives or regulatory bulletins imposed by the Massachusetts Division of Banks;



•

the foundation will operate according to written policies adopted by its board of directors, including a business plan and a conflict of interest policy;



•

the foundation will provide annual reports to the Massachusetts Division of Banks describing the grants made and the grant recipients; and



•

the foundation will not engage in self-dealing and will comply with all laws necessary to maintain its tax-exempt status under the Internal Revenue Code.

Restrictions on Acquisition of Hampden Bancorp
and Hampden Bank

General

        Hampden Bancorp, Inc.'s certificate of incorporation and bylaws, which will become effective upon completion of the conversion, contain certain provisions relating to corporate governance and rights of stockholders that might discourage future takeover attempts by impeding efforts to acquire Hampden Bancorp, Inc. or stock purchases in furtherance of such an acquisition. Such provisions will also make it more difficult to remove the board and Hampden Bancorp, Inc.'s management. Certain state and federal laws and our employee stock ownership plan could have a similar effect.

127

        Although we are not aware of any effort that might be made to obtain control of Hampden Bancorp, Inc. or Hampden Bank following the conversion, we believe, as discussed below, that it is appropriate to include certain provisions in the certificate of incorporation and bylaws of Hampden Bancorp, Inc. to protect the interests of Hampden Bancorp, Inc. and its stockholders from takeovers that the board might conclude are not in the best interest of Hampden Bank, Hampden Bancorp, Inc. or Hampden Bancorp, Inc.'s stockholders.

        These provisions will also increase protections available to Hampden Bancorp, Inc. against transactions that, although not resulting in an acquisition of a majority of Hampden Bancorp, Inc.'s capital stock, nevertheless may harm Hampden Bancorp, Inc. and its stockholders by disrupting Hampden Bank' operations and management and by causing Hampden Bancorp, Inc. to incur substantial expenses.

        The following is a general summary of the material provisions of Hampden Bancorp, Inc.'s certificate of incorporation and bylaws and of certain provisions of the employee stock ownership plan and certain laws that may have an "anti-takeover" effect. The descriptions are necessarily general and, with respect to provisions contained in the certificate of incorporation and bylaws, reference should be made to the document in question, each of which is part of Hampden Bancorp, Inc.'s application to the Massachusetts Commissioner of Banks and Registration Statement on Form S-1 filed with the SEC.

Provisions in Hampden Bancorp, Inc.'s Certificate of Incorporation and Bylaws

        General.    The following discussion is a general summary of the material provisions of Hampden Bancorp, Inc.'s certificate of incorporation and bylaws and other statutory and regulatory provisions relating to stock ownership and transfers, the board of directors and business combinations, which might be deemed to have a potential anti-takeover effect. These provisions may have the effect of discouraging a future takeover attempt which is not approved by the board of directors but which individual stockholders of Hampden Bancorp, Inc. may deem to be in their best interests or in which stockholders may receive a substantial premium for their shares over then current market prices. As a result, stockholders who might desire to participate in such a transaction may not have an opportunity to do so. Such provisions will also render the removal of the current board of directors or management of Hampden Bancorp, Inc. more difficult.

        The following description of provisions of the certificate of incorporation and bylaws of Hampden Bancorp, Inc. is necessarily general and reference should be made in each case to such certificate of incorporation and bylaws, which are incorporated herein by reference. See "Where You Can Find More Information" on page 138 as to how to obtain a copy of these documents.

        Limitation on Voting Rights.    The certificate of incorporation of Hampden Bancorp, Inc. provides that in no event shall any record owner of any outstanding common stock which is beneficially owned, directly or indirectly, by a person who beneficially owns in excess of 10% of the then outstanding shares of common stock (the "Limit") be entitled or permitted to any vote in respect of the shares held in excess of the Limit. Beneficial ownership is determined by Rule 13d-3 of the General Rules and Regulations of the Exchange Act. That definition includes shares beneficially owned by such person or any of his or her affiliates (as defined in the certificate of incorporation), shares which such person or his or her affiliates have the right to acquire under any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options or otherwise and shares as to which such person and his affiliates have sole or shared voting or investment power, but shall not include shares under a publicly solicited revocable proxy and that are not otherwise deemed to be beneficially owned by such person and his or her affiliates. No director or officer (or any affiliate thereof) of Hampden Bancorp, Inc. shall, solely by reason of such director or officer acting in his or her capacity as such, be deemed to beneficially own any shares beneficially owned by any other director or officer (or affiliate thereof) nor will the ESOP or any similar plan of Hampden Bancorp, Inc. or

128

Hampden Bank or any director with respect thereto (solely by reason of such director's capacity) be deemed to beneficially own any shares held under any such plan. The certificate of incorporation of Hampden Bancorp, Inc. further provides that the provisions limiting voting rights may only be amended upon the vote of the holders of at least 80% of the voting power of all then outstanding shares of capital stock entitled to vote thereon (after giving effect to the provision limiting voting rights).

        The certificate of incorporation of Hampden Bancorp, Inc. provides that the Board of Directors of Hampden Bancorp, Inc. has the power to construe and apply the provisions of the certificate of incorporation relating to the limitation on voting rights. In addition, any such constructions, applications or determinations made by the board of directors in good faith and on the basis of reasonably available information and assistance shall be conclusive and binding upon Hampden Bancorp, Inc. and its stockholders. The certificate of incorporation also provides that the board of directors of Hampden Bancorp, Inc. has the right to demand that any person who may beneficially own more than the Limit supply Hampden Bancorp, Inc. with information as to the record ownership of all shares beneficially owned by such person and any other relevant factual matter reasonably requested. Our counsel has advised us that such provisions are not included in its legal opinion regarding the validity of the shares of Hampden Bancorp, Inc. to be issued in the conversion, but that even if such provisions would not be given effect by a court applying Delaware law, this would not affect the validity of the issuance of such shares.

        Board of Directors.    The board of directors of Hampden Bancorp, Inc. is divided into three classes, each of which shall contain approximately one-third of the whole number of the members of the board. Each class shall serve a staggered term, with approximately one-third of the total number of directors being elected each year. Hampden Bancorp, Inc.'s bylaws provide that the size of the board shall be determined by a majority of the board. The certificate of incorporation and the bylaws provide that any vacancy occurring in the board, including a vacancy created by an increase in the number of directors or resulting from death, resignation, retirement, disqualification, removal from office or other cause, shall be filled for the remainder of the unexpired term exclusively by a majority vote of the directors then in office. The classified board is intended to provide for continuity of the board of directors and to make it more difficult and time consuming for a stockholder group to fully use its voting power to gain control of the board of directors without the consent of the incumbent board of directors of Hampden Bancorp, Inc. Directors may be removed by the stockholders only for cause by the affirmative vote of the holders of at least 80% of the voting power of all then outstanding shares of capital stock entitled to vote thereon.

        In the absence of these provisions, the vote of the holders of a majority of the shares could remove the entire board, with or without cause, and replace it with persons of such holders' choice.

        Cumulative Voting, Special Meetings and Action by Written Consent.    The certificate of incorporation does not provide for cumulative voting for any purpose. Moreover, special meetings of stockholders of Hampden Bancorp, Inc. may be called only by a resolution adopted by a majority of the whole board of directors of Hampden Bancorp, Inc. The certificate of incorporation prohibits actions to be taken by the stockholders of Hampden Bancorp, Inc. by written consent in lieu of a meeting.

        Authorized Shares.    The certificate of incorporation authorizes the issuance of 25,000,000 shares of common stock and 5,000,000 shares of preferred stock. See "Description of Hampden Bancorp Capital Stock" on page 136. The shares of common stock and preferred stock were authorized in an amount greater than that to be issued in the conversion to provide Hampden Bancorp, Inc.'s board of directors with as much flexibility as possible to effect, among other transactions, financings, acquisitions, stock dividends, stock splits and employee stock options. However, these additional authorized shares may also be used by the board of directors consistent with its fiduciary duty to deter future attempts to gain control of Hampden Bancorp, Inc. The board of directors also has sole authority to determine the terms of any one or more series of preferred stock, including voting rights, conversion rates and

129

liquidation preferences. As a result of the ability to fix voting rights for a series of preferred stock, the board has the power to the extent consistent with its fiduciary duty to issue a series of preferred stock to persons friendly to management to attempt to block a post-tender offer merger or other transaction by which a third party seeks control, and thereby assist management to retain its position. Hampden Bancorp, Inc.'s board of directors currently has no plans for the issuance of additional shares, other than the issuance of shares in the conversion, including shares contributed to the foundation, and the issuance of additional shares upon exercise of stock options.

Stockholder Vote Required to Approve Business Combinations with Interested Stockholders.

        The certificate of incorporation requires the approval of the holders of at least 80% of Hampden Bancorp, Inc.'s outstanding shares of voting stock entitled to vote to approve certain "Business Combinations" with an "Interested Stockholder," and related transactions. Under Delaware law, absent this provision, business combinations, including mergers, consolidations and sales of all or substantially all of the assets of a corporation must be approved by the vote of the holders of only a majority of the outstanding shares of common stock of Hampden Bancorp, Inc. and any other affected class of stock, unless Hampden Bancorp, Inc. has stock that is listed on a national securities exchange or on the Nasdaq Stock Market or held of record by more than 2,000 stockholders, in which case Delaware's business combination statute would also apply.

        Under the certificate of incorporation, the approval of the holders of at least 80% of the shares of capital stock entitled to vote thereon is required for any business combination involving an Interested Stockholder (as defined below) except (1) in cases where the proposed transaction has been approved by a majority of those members of Hampden Bancorp, Inc.'s board of directors who are unaffiliated with the Interested Stockholder and were directors before the time when the Interested Stockholder became an Interested Stockholder ("Disinterested Directors") or (2) if the proposed transaction meets certain conditions set forth therein which are designed to afford the stockholders a fair price in consideration for their shares. In each such case, where stockholder approval is required, the approval of only a majority of the outstanding shares of voting stock is sufficient. Under the certificate of incorporation, a majority of Disinterested Directors has the power and duty to interpret all the terms of the certificate of incorporation relating to business combinations. Our counsel has advised us that such provisions are not included in its legal opinion regarding the validity of the shares of Hampden Bancorp, Inc. to be issued in the conversion, but that even if such provisions would not be given effect by a court applying Delaware law, this would not affect the validity of the issuance of such shares.

        Definition of "Interested Stockholder."    The term "Interested Stockholder" is defined in the certificate of incorporation to include, among others, any individual, a group acting in concert, corporation, partnership, association or other entity (other than Hampden Bancorp, Inc. or any of its subsidiaries or any employee stock ownership plan formed by Hampden Bancorp, Inc. or any of its subsidiaries) who or which is the beneficial owner, directly or indirectly, of 10% or more of the voting power of the outstanding shares of voting stock of Hampden Bancorp, Inc. (without giving effect to the provisions limiting voting rights) or who is an affiliate of Hampden Bancorp, Inc. and within the two preceding years was the beneficial owner, directly or indirectly, of 10% or more of the voting power of the outstanding shares of voting stock of Hampden Bancorp, Inc. (without giving effect to the provisions limiting voting rights), or who succeeded to any shares owned by an Interested Stockholder within the preceding two years.

130

        Definition of "Business Combination."    The term "Business Combination" is defined in the certificate of incorporation to include: (1) any merger or consolidation of Hampden Bancorp, Inc. or any of its subsidiaries with any Interested Stockholder or Affiliate of an Interested Stockholder or any corporation which is, or after such merger or consolidation would be, an Affiliate of an Interested Stockholder; (2) any sale, lease, exchange, mortgage, pledge, transfer, or other disposition to or with any Interested Stockholder or Affiliate thereof of 25% or more of the assets of Hampden Bancorp, Inc. or combined assets of Hampden Bancorp, Inc. and its subsidiary; (3) the issuance or transfer to any Interested Stockholder or its Affiliate by Hampden Bancorp, Inc. (or any subsidiary) of any securities of Hampden Bancorp, Inc. (or any subsidiary) in exchange for any cash, securities or other property the value of which equals or exceeds 25% of the fair market value of the common stock of Hampden Bancorp, Inc. except for any issuance or transfer pursuant to an employee benefit plan of Hampden Bancorp, Inc. (or any subsidiary); (4) the adoption of any plan for the liquidation or dissolution of Hampden Bancorp, Inc. proposed by or on behalf of any Interested Stockholder or Affiliate thereof; and (5) any reclassification of securities, recapitalization, merger or consolidation of Hampden Bancorp, Inc. with any of its subsidiaries which has the effect of increasing the proportionate share of common stock or any class of equity or convertible securities of Hampden Bancorp, Inc. or subsidiary owned directly or indirectly, by an Interested Stockholder or Affiliate thereof.

        Definition of "Affiliate."    The certificate of incorporation states that the term "Affiliate" shall have the meaning ascribed to it in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934 as in effect on the date of filing of the certificate of incorporation. Rule 12b-2 states that an "affiliate" of a specified person is a person that directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, the specified person. The term "control" is defined by Rule 12b-2 as the direct or indirect possession 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.

        Potential Anti-Takeover Effect.    The trustees, directors and executive officers of Hampden Bancorp, Inc. and Hampden Bank are expected to subscribe for a number of shares equal to approximately 3.0% of the sum of the number of shares of the common stock to be sold in the conversion based on the midpoint of the Estimated Price Range plus the number of shares issued to the Hampden Bank Charitable Foundation. In addition, the ESOP intends to purchase 8.0% of the sum of the shares sold in the offering plus the shares issued to the Hampden Bank Charitable Foundation. Additionally, if stockholders approve the proposed equity incentive plan, Hampden Bancorp, Inc. expects to acquire 4% of the common stock issued in connection with the conversion, including shares issued to the Hampden Bank Foundation, on behalf of the Stock-Based Incentive Plan and expects to issue options to purchase up to 10% of the sum of the shares sold in the offering plus the shares issued to the Hampden Bank Charitable Foundation, under the equity incentive plan to directors and executive officers. As a result, directors, executive officers and employees may control the voting of approximately 25% of Hampden Bancorp, Inc.'s common stock on a diluted basis at the midpoint of the Estimated Price Range, thereby enabling them to prevent the approval of the transactions requiring the approval of at least 80% of Hampden Bancorp, Inc.'s outstanding shares of voting stock described herein above.

        Evaluation of Offers.    The certificate of incorporation of Hampden Bancorp, Inc. further provides that the board of directors of Hampden Bancorp, Inc., when evaluating any offer of another Person (as defined therein) to (1) make a tender or exchange offer for any equity security of Hampden Bancorp, Inc., (2) merge or consolidate Hampden Bancorp, Inc. with another corporation or entity or (3) purchase or otherwise acquire all or substantially all of the properties and assets of Hampden Bancorp, Inc., may, in connection with the exercise of its judgment in determining what is in the best interest of Hampden Bancorp, Inc. and the stockholders of Hampden Bancorp, Inc., give due consideration to all relevant factors, including, without limitation, those factors that directors of any

131

subsidiary (including Hampden Bank) may consider in evaluating any action that may result in a change or potential change of control of such subsidiary, and the social and economic effects of acceptance of such offer on: Hampden Bancorp, Inc.'s present and future customers and employees and those of its subsidiaries (including Hampden Bank); the communities in which Hampden Bancorp, Inc. and its subsidiaries (including Hampden Bank) operate or are located; the ability of Hampden Bancorp, Inc. to fulfill its corporate objectives as a savings bank holding company; and the ability of its subsidiary savings institution to fulfill the objectives of a stock form savings institution under applicable statutes and regulations. By having these standards in the certificate of incorporation of Hampden Bancorp, Inc., the board of directors may be in a stronger position to oppose such a transaction if the board concludes that the transaction would not be in the best interest of Hampden Bancorp, Inc., even if the price offered is significantly greater than the then market price of any equity security of Hampden Bancorp, Inc. Our counsel has advised us that such provisions are not included in its legal opinion regarding the validity of the shares of Hampden Bancorp, Inc. to be issued in the conversion, but that even if such provisions would not be given effect by a court applying Delaware law, this would not affect the validity of the issuance of such shares.

        Amendment of Certificate of Incorporation and Bylaws.    Amendments to Hampden Bancorp, Inc.'s certificate of incorporation must be approved by a majority vote of its board of directors and also by a majority of the outstanding shares of its voting stock (and in the case of certain amendments affecting rights of a particular class of stock, a majority of such class), provided, however, that an affirmative vote of the holders of at least 80% of the outstanding voting stock entitled to vote (after giving effect to the provision limiting voting rights) is required to amend or repeal specific provisions of the certificate of incorporation, including the provision limiting voting rights, the provisions relating to approval of certain business combinations, calling special meetings, the number and classification of directors, director and officer indemnification by Hampden Bancorp, Inc. and amendment of Hampden Bancorp, Inc.'s bylaws and certificate of incorporation. Hampden Bancorp, Inc.'s bylaws may be amended by a majority of the whole board of directors, or by a vote of the holders of at least 80% (after giving effect to the provision limiting voting rights) of the total votes eligible to be voted at a duly constituted meeting of stockholders.

        Bylaw Provisions.    The bylaws of Hampden Bancorp, Inc. also require a stockholder who intends to nominate a candidate for election to the board of directors, or to raise new business at an annual stockholders' meeting to give at least 90 days' advance notice to the Secretary of Hampden Bancorp, Inc.; provided, however, that in the event that less than 100 days' notice or prior disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be so received no later than the close of business on the 10^th day following the date on which such notice of the date of the meeting was mailed or such public disclosure was made. The notice provision requires a stockholder who desires to raise new business to provide information to Hampden Bancorp, Inc. concerning the nature of the new business, the stockholder and the stockholder's interest in the business matter. Similarly, a stockholder wishing to nominate any person for election as a director must provide Hampden Bancorp, Inc. with information concerning the nominee and the proposing stockholder.

Anti-Takeover Effects of Hampden Bancorp, Inc.'s Certificate of Incorporation and Bylaws and Management Remuneration Adopted in Conversion

        The provisions described above are intended to reduce Hampden Bancorp, Inc.'s vulnerability to takeover attempts and other transactions which have not been negotiated with and approved by members of its board of directors. Provisions of the equity incentive plan are expected to provide for accelerated benefits to participants if a change in control of Hampden Bancorp, Inc. or Hampden Bank occurs or a tender or exchange offer for their stock is made. See "Management—Benefit Plans—Stock-Based Incentive Plan" on page 91. Hampden Bancorp, Inc. and Hampden Bank have also entered into

132

agreements with key officers and intend to establish the Severance Compensation Plan which will provide such officers and eligible employees with additional payments and benefits on the officer's termination in connection with a change in control of Hampden Bancorp, Inc. or Hampden Bank. See "Management—Executive Compensation" beginning on page 85. The foregoing provisions and limitations may make it more difficult for companies or persons to acquire control of Hampden Bank. Additionally, the provisions could deter offers to acquire the outstanding shares of Hampden Bancorp, Inc. which might be viewed by stockholders to be in their best interests.

        Hampden Bancorp, Inc.'s board of directors believes that the provisions of the certificate of incorporation and bylaws are in the best interest of Hampden Bancorp, Inc. and its stockholders. An unsolicited non-negotiated takeover proposal can seriously disrupt the business and management of a corporation and cause it great expense. Accordingly, the board of directors believes it is in the best interests of Hampden Bancorp, Inc. and its stockholders to encourage potential acquirers to negotiate directly with management and that these provisions will encourage such negotiations and discourage non-negotiated takeover attempts.

Provisions in Hampden Bank's New Charter and Bylaws

        Although the board of directors of Hampden Bank is not aware of any effort that might be made to obtain control of Hampden Bank after the conversion, the board of directors believes that it is appropriate to adopt provisions permitted by Massachusetts General Laws to protect the interests of Hampden Bank and its stockholders from any hostile takeover. Such provisions may, indirectly, inhibit a change in control of Hampden Bancorp, Inc., as Hampden Bank's sole stockholder. See "Risk Factors—Risks Related to Our Business—Our Stock Value May Suffer From Anti-Takeover Provisions That May Impede Potential Takeovers" on page 26.

        Hampden Bank's charter will contain a provision whereby the acquisition of beneficial ownership of more than 10% of the issued and outstanding shares of any class of equity securities of Hampden Bank by any person (i.e., any individual, corporation, group acting in concert, trust, partnership, joint stock company or similar organization), either directly or through an affiliate thereof, will be prohibited for a period of five years following the date of completion of the conversion. If shares are acquired in violation of this provision of Hampden Bank's charter, all shares beneficially owned by any person in excess of 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. This limitation shall not apply to Hampden Bancorp, Inc. or any future transaction in which Hampden Bank forms a holding company without a change in the respective beneficial ownership interests of its stockholders other than by 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 an employee stock benefit plan. If holders of revocable proxies for more than 10% of the shares of the common stock of Hampden Bancorp, Inc. seek, among other things, to elect one-third or more of Hampden Bancorp, Inc.'s board of directors, to cause Hampden Bancorp, Inc.'s stockholders to approve the acquisition or corporate reorganization of Hampden Bancorp, Inc. or to exert a continuing influence on a material aspect of the business operations of Hampden Bancorp, Inc., which actions could indirectly result in a change in control of Hampden Bank, the board of directors of Hampden Bank will be able to assert this provision of Hampden Bank's charter against such holders. Although the board of directors of Hampden Bank is not currently able to determine when and if it would assert this provision of Hampden Bank's charter, the board, in exercising its fiduciary duty, may assert this provision if it were deemed to be in the best interests of Hampden Bank, Hampden Bancorp, Inc. and its stockholders. It is unclear, however, whether this provision, if asserted, would be successful against such persons in a proxy contest which could result in a change in control of Hampden Bank indirectly through a change in control of Hampden Bancorp, Inc.

133

        Further, Hampden Bank's charter will contain a provision whereby the approval of the holders of at least 80% of the shares of capital stock entitled to vote thereon is required for any Business Combination (as defined below) involving an Interested Shareholder (as defined below) except: (1) in cases where the proposed transaction has been approved by a majority of those members of Hampden Bank's board of directors who are unaffiliated with the Interested Shareholder and were directors before the time when the Interested Shareholder became an Interested Shareholder; or (2) if the proposed transaction meets certain conditions set forth therein which are designed to afford the stockholders a fair price in consideration for their shares. The term "Business Combination" will be defined to include: (1) any merger or consolidation of Hampden Bank with any Interested Stockholder or affiliate of an Interested Shareholder or any corporation which is, or after such merger or consolidation would be, an affiliate of an Interested Shareholder; (2) any sale, lease, exchange, mortgage, pledge, transfer, or other disposition to or with any Interested Shareholder or affiliate of assets of Hampden Bank having an aggregate fair market value of $100,000 or more; (3) the issuance or transfer to any Interested Shareholder or its affiliate by Hampden Bank of any securities of Hampden Bank in exchange for any cash, securities or other property with a fair market value of $100,000 or more; (4) the adoption of any plan for the liquidation or dissolution of Hampden Bank proposed by or on behalf of any Interested Shareholder or affiliate thereof; and (5) any reclassification of securities, recapitalization, merger or consolidation of Hampden Bank which has the effect of increasing the proportionate share of common stock or any class of equity or convertible securities of Hampden Bank owned directly or indirectly by an Interested Shareholder or affiliate thereof. The term "Interested Shareholder" is defined in the certificate of incorporation to include, among others, any individual, a group acting in concert, corporation, partnership, association or other entity (other than Hampden Bancorp, Inc. or any of its subsidiaries or any employee stock ownership plan formed by Hampden Bancorp, Inc. or any of its subsidiaries) who or which is the beneficial owner, directly or indirectly, of 10% or more of the outstanding shares of voting stock of Hampden Bancorp, Inc. or who is an affiliate of Hampden Bancorp, Inc. and within the two preceding years was the beneficial owner directly or indirectly of 10% or more of the outstanding shares of voting stock of Hampden Bancorp, Inc. (without giving effect to the provisions limiting voting rights), or who succeeded to any shares owned by an Interested Shareholder within the preceding two years.

        Stockholders holding less than a majority of all outstanding capital stock of Hampden Bank will not be permitted to call a special meeting of stockholders. In addition, stockholders will not be entitled to cumulate their votes in the election of directors, and Hampden Bank' bylaws provide for the election of three classes of directors to staggered terms. The staggered terms of the board of directors could have an anti-takeover effect by making it more difficult for a majority of shares to force an immediate change in the board of directors since only one-third of the board is elected each year. The purpose of these provisions is to assure stability and continuity of management of Hampden Bank in the years immediately following the conversion.

        Finally, Hampden Bank's charter will provide for the issuance of shares of preferred stock on such terms, including conversion and voting rights, as may be determined by Hampden Bank's board of directors without stockholder approval. Although Hampden Bank has no arrangements, understandings or plans at the present time for the issuance or use of the shares of undesignated preferred stock proposed to be authorized, the board believes that the availability of such shares will provide Hampden Bank with increased flexibility in structuring possible future financings and acquisitions and in meeting other corporate needs which may arise. If a proposed merger, tender offer or other attempt to gain control of Hampden Bank occurs of which management does not approve, the board can authorize the issuance of one or more series of preferred stock with rights and preferences which could impede the completion of such a transaction. An effect of the possible issuance of such preferred stock, therefore, may be to deter a future takeover attempt. The board does not intend to issue any preferred stock except on terms which the board deems to be in the best interest of Hampden Bank and its then existing stockholders.

134

        Employee Stock Ownership Plan.    The Hampden Bank employee stock ownership plan, which expects to purchase that number of shares equal to 8.0% of the sum of shares sold in the offering plus the number of shares contributed to the Hampden Bank Charitable Foundation, contains certain provisions permitting participating employees to direct the voting of shares held in the plan. Such provisions may be considered to have anti-takeover effects. See "Our Management—Benefit Plans—Employee Stock Ownership Plan."

Statutory and Regulatory Restrictions

        Federal Change in Bank Control Act.    Federal law provides that no person, acting directly or indirectly or through or in concert with one or more other persons, may acquire control of a bank holding company unless the Federal Reserve Board has been given 60 days prior written notice. For this purpose, the term "control" means the acquisition of the ownership, control or holding of the power to vote 25% or more of any class of a bank holding company's voting stock, and the term "person" includes an individual, corporation, partnership, and various other entities. In addition, a person is presumed to acquire control if the person acquires the ownership, control or holding of the power to vote of 10% or more of any class of the holding company's voting stock if specified factors are present, such as having a class of securities registered under Section 12 of the Securities Exchange Act of 1934, which will be the case with Hampden Bancorp.

        Accordingly, the filing of a notice with the Federal Reserve Board would be required before any person could acquire 10% or more of the common stock of Hampden Bancorp, unless the individual files a rebuttal of control that is accepted by the Federal Reserve Board. The statute and underlying regulations authorize the Federal Reserve Board to disapprove a proposed acquisition on certain specified grounds.

        Federal Bank Holding Company Act.    Federal law provides that no company may acquire control of a bank directly or indirectly without the prior approval of the Federal Reserve Board. Any company that acquires control of a bank becomes a "bank holding company" subject to registration, examination and regulation by the Federal Reserve Board. Pursuant to federal regulations, the term "company" is defined to include banks, corporations, partnerships, associations, and certain trusts and other entities, and "control" of a bank is deemed to exist if a company has voting control, directly or indirectly of at least 25% of any class of a bank's voting stock, and may be found to exist if a company controls in any manner the election of a majority of the directors of the bank or has the power to exercise a controlling influence over the management or policies of the bank. In addition, a bank holding company must obtain Federal Reserve Board approval prior to acquiring voting control of more than 5% of any class of voting stock of a bank or another bank holding company. An acquisition of control of a bank that requires the prior approval of the Federal Reserve Board under the Bank Holding Company Act is not subject to the notice requirements of the Change in Bank Control Act.

        Accordingly, the prior approval of the Federal Reserve Board under the Bank Holding Company Act would be required:

•

before any bank holding company could acquire 5% or more of the common stock of Hampden Bancorp; and



•

before any other company could acquire 25% or more of the common stock of Hampden Bancorp, or otherwise acquire control.

        Restrictions applicable to the operations of bank holding companies may also deter companies from seeking to obtain control of Hampden Bancorp. See "Regulation and Supervision."

        Massachusetts Banking Law.    Massachusetts banking law also prohibits any "company," defined to include banking institutions as well as corporations, from directly or indirectly controlling the voting power of 25% or more of the voting stock of two or more banking institutions without the prior

135

approval of the Massachusetts Board of Bank Incorporation. Additionally, an out-of-state company that already directly or indirectly controls voting power of 25% or more of the voting stock of two or more banking institutions may not also acquire direct or indirect ownership or control of more than 5% of the voting stock of a Massachusetts banking institution without the prior approval of the Board of Bank Incorporation. Finally, for a period of three years following completion of a conversion to stock form, no person may directly or indirectly offer to acquire or acquire beneficial ownership of more than 10% of any class of equity security of a converting mutual savings bank without prior written approval of the Massachusetts Commissioner of Banks.

        Delaware General Corporation Law.    The State of Delaware has a statute designed to provide Delaware corporations with additional protection against hostile takeovers. The takeover statute, which is codified in Section 203 of the Delaware General Corporation Law, is intended to discourage certain takeover practices by impending the ability of a hostile acquirer to engage in certain transactions with the target company.

        In general, Section 203 provides that a "person" who owns 15% or more of the outstanding voting stock of a Delaware corporation may not consummate an acquisition or other business combination transaction with such corporation at any time during the three-year period following the date such "person" acquired 15% of the outstanding voting stock. The term "business combination" is defined broadly to cover a wide range of corporate transactions, including mergers, sales of assets, issuances of stock, transactions with subsidiaries and the receipt of disproportionate financial benefits.

        The statute exempts the following transactions from the requirements of Section 203:

(1)

Any business combination if, prior to the date a person acquired 15% of the voting stock, the board of directors approved either the business combination of the transaction which resulted in the stockholder acquiring 15%;



(2)

Any business combination involving a person who acquired at least 85% of the outstanding voting stock in the same transaction in which 15% was acquired (with the number of shares outstanding calculated without regard to those shares owned by the corporation's directors who are also officers and by certain employee stock plans);



(3)

Any business combination that is approved by the board of directors and by a two-thirds vote of the outstanding voting stock not owned by the interested party; and



(4)

Certain business combinations that are proposed after the corporation had received other acquisition proposals and which are approved or not opposed by a majority of certain continuing members of the board of directors.

        A corporation may exempt itself from the requirement of the statute by adopting an amendment to its certificate of incorporation or bylaws electing not be governed by Section 203 of the Delaware General Corporation law. At the present time, the board of directors does not intend to propose any such amendment.

Description of Hampden Bancorp Capital Stock

        The common stock of Hampden Bancorp will represent nonwithdrawable capital, will not be an account of any type, and will not be insured by the Federal Deposit Insurance Corporation, any other government agency or the Depositors Insurance Fund.

General

        Hampden Bancorp is authorized to issue 25,000,000 shares of common stock having a par value $0.01 per share. Each share of Hampden Bancorp's common stock will have the same relative rights as, and will be identical in all respects with, each other share of common stock. Upon payment of the

136

purchase price for the common stock, as required by the plan of conversion, all stock will be duly authorized, fully paid and nonassessable. Hampden Bancorp will not issue any shares of preferred stock in the conversion.

Hampden Bancorp Common Stock

        Voting Rights.    After the conversion, the holders of common stock of Hampden Bancorp will possess exclusive voting rights in Hampden Bancorp. They will elect Hampden Bancorp's board of directors and act on other matters as are required to be presented to them under federal law or as are otherwise presented to them by the board of directors. Except as discussed in "Restrictions on Acquisition of Hampden Bancorp and Hampden Bank," each holder of common stock will be entitled to one vote per share and will not have any right to cumulate votes in the election of directors. If Hampden Bancorp issues preferred stock, holders of Hampden Bancorp preferred stock may also possess voting rights.

        Dividends.    Holders of Hampden Bancorp common stock will be entitled to receive and share equally in such dividends as the board of directors of Hampden Bancorp may declare out of funds legally available for such payments. If Hampden Bancorp issues preferred stock, holders of such stock may have a priority over holders of common stock with respect to the payment of dividends. State and federal laws and regulations place limitations on the payment of dividends. See "Our Dividend Policy."

        Liquidation or Dissolution.    In the event of a liquidation or dissolution of Hampden Bancorp, holders of Hampden Bancorp common stock will be entitled to receive, after payment or provision for payment of all debts and liabilities of Hampden Bancorp (including all deposits in Hampden Bank and accrued interest thereon) and after distribution of the liquidation account established upon the completion of the conversion for the benefit of eligible account holders and supplemental eligible account holders who continue their deposit accounts at Hampden Bank, all assets of Hampden Bancorp available for distribution. If Hampden Bancorp issues preferred stock, holders of such stock may have a senior interest over holders of common stock in such a distribution.

        No Preemptive or Redemption Rights.    Holders of Hampden Bancorp common stock will not have preemptive rights with respect to any shares of the capital stock of Hampden Bancorp that may be issued. The common stock cannot be redeemed.

Preferred Stock

        Hampden Bancorp's board of directors may, without shareholder approval but subject to certain regulatory approvals, reclassify any unissued shares of common stock into one or more series of preferred stock and designate and issue one or more series of preferred stock, establish the number of shares in each such series, fix and state the voting powers, designations, preferences and the relative or special rights or privileges of the shares of any series so established and the qualifications thereon without further vote or action by the shareholders. Any issuance of preferred stock could have an adverse effect on the voting and other rights of holders of common stock. Each series of preferred stock issued after the conversion may rank senior to shares of common stock with respect to dividend rights and liquidation preferences, may have full, limited or no voting rights and may be convertible into shares of common stock.

Transfer Agent and Registrar

        The transfer agent and registrar for Hampden Bancorp's common stock will be                        .

137

Registration Requirements

        Hampden Bancorp has registered its common stock with the Securities and Exchange Commission under Section 12(b) of the Securities Exchange Act of 1934, as amended, and will not deregister its common stock for a period of at least three years following the conversion. As a result of registration, the proxy and tender offer rules, insider trading reporting and restrictions, annual and periodic reporting and other requirements of that statute will apply.

Legal and Tax Opinions

        The legality of the common stock has been passed upon for us by Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Boston, Massachusetts. The federal tax consequences of the conversion have been opined upon by Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. The Massachusetts state income tax consequences of the conversion have been opined upon by Wolf & Company, P.C., Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. and Wolf & Company, P.C. have consented to the references to their opinions in this prospectus. Certain legal matters will be passed upon for Keefe, Bruyette & Woods, Inc. by Nutter, McClennen & Fish LLP, Boston, Massachusetts.

Experts

        The consolidated financial statements of Hampden Bancorp, MHC at June 30, 2006 and 2005 and for the three years ended June 30, 2006 appearing in this prospectus and registration statement have been audited by Wolf & Company, P.C., an independent registered public accounting firm, as set forth in their report appearing elsewhere herein and elsewhere in the registration statement and are included in reliance upon such report given upon the authority of such firm as experts in accounting and auditing.

        RP Financial, LC. has consented to the summary in this prospectus of its report to Hampden Bank setting forth its opinion as to the estimated pro forma market value of Hampden Bancorp and Hampden Bank, as converted, and to the use of its name and statements with respect to it appearing in this prospectus.

Where You Can Find More Information

        Hampden Bancorp has filed with the Securities and Exchange Commission a registration statement under the Securities Act of 1933, as amended, that registers the common stock offered in the conversion, including the shares to be contributed to Hampden Bank Charitable Foundation. The registration statement, including the exhibits, contains additional relevant information about us and our common stock. The rules and regulations of the Securities and Exchange Commission allow us to omit certain information included in the registration statement from this prospectus. You may read and copy the registration statement at the Securities and Exchange Commission public reference room at 100 F Street, NE, Room 1580, Washington, DC 20549. Please call the Securities and Exchange Commission at 1-800-SEC-0330 for further information on the Securities and Exchange Commission's public reference rooms. The registration statement also is available to the public from commercial document retrieval services and at the Internet World Wide Website maintained by the Securities and Exchange Commission at http://www.sec.gov.

        Hampden Bank has filed applications for approval of the conversion with the Massachusetts Commissioner of Banks and the Federal Deposit Insurance Corporation. Hampden Bancorp has filed a bank holding application with the Federal Reserve Board. This prospectus omits certain information contained in the applications. The application for conversion may be inspected, without charge, at the offices of the Massachusetts Commissioner of Banks, One South Station, Boston, Massachusetts 02110 and at the offices of the Federal Deposit Insurance Corporation, 15 Braintree Hill Office Park, Braintree, Massachusetts 02184. The bank holding company application may be examined at the offices of the Federal Reserve Bank of Boston, 600 Atlantic Avenue, Boston, Massachusetts 02210.

        A copy of the plan of conversion and Hampden Bancorp's articles of incorporation and bylaws are available without charge from Hampden Bank and at the main office of Hampden Bank.

138

HAMPDEN BANCORP, MHC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets as of June 30, 2006 and 2005	F-3
Consolidated Statements of Income for the Years Ended June 30, 2006, 2005 and 2004	F-4
Consolidated Statements of Changes in Retained Earnings for the Years Ended June 30, 2006, 2005 and 2004	F-5
Consolidated Statements of Cash Flows for the Years Ended June 30, 2006, 2005 and 2004	F-6
Notes to Consolidated Financial Statements	F-7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee
Hampden Bancorp, MHC
Springfield, Massachusetts

We have audited the consolidated balance sheets of Hampden Bancorp, MHC and subsidiary as of June 30, 2006 and 2005, and the related consolidated statements of income, changes in retained earnings and cash flows for each of the years in the three-year period ended June 30, 2006. These consolidated financial statements are the responsibility of the Bank's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Hampden Bancorp, MHC and subsidiary as of June 30, 2006 and 2005, and the results of their operations and their cash flows for each of the years in the three-year period ended June 30, 2006 in conformity with accounting principles generally accepted in the United States of America.

/s/ Wolf & Company, P.C.

Boston, Massachusetts
August 3, 2006

F-2

HAMPDEN BANCORP, MHC AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

		June 30,
		2006			2005
		(In Thousands)
ASSETS
Cash and due from banks		$	12,770		$	8,174
Federal funds sold and other short-term investments			2,091			595
	Cash and cash equivalents		14,861			8,769
Securities available for sale, at fair value			110,761			119,934
Federal Home Loan Bank of Boston stock, at cost			5,273			4,072
Loans held for sale			321			—
Loans, net of allowance for loan losses of $3,695 in 2006 and $3,644 in 2005			317,881			269,269
Premises and equipment, net			4,614			4,553
Accrued interest receivable			1,807			1,552
Deferred tax asset			3,448			2,189
Bank-owned life insurance			8,497			8,195
Other assets			1,323			1,095
		$	468,786		$	419,628
LIABILITIES AND RETAINED EARNINGS
Deposits		$	322,714		$	311,208
Securities sold under agreements to repurchase			11,235			7,711
Short-term borrowings			19,000			10,500
Long-term debt			80,824			53,284
Other secured borrowings			—			2,383
Mortgagors' escrow accounts			573			509
Accrued expenses and other liabilities			3,166			2,004
	Total liabilities		437,512			387,599
Commitments and contingencies (Note 12)
Retained Earnings			33,627			32,607
Accumulated other comprehensive loss			(2,353	)		(578	)
	Total retained earnings		31,274			32,029
		$	468,786		$	419,628

The accompanying notes are an integral part of these consolidated financial statements.

F-3

HAMPDEN BANCORP, MHC AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

			Years Ended June 30,
			2006			2005		2004
			(In Thousands)
Interest and dividend income:
	Loans, including fees		$	18,040		$	15,355	$	13,844
	Debt securities			5,147			4,875		6,016
	Dividends			188			112		116
	Federal funds sold and other short-term investments			53			85		98
		Total interest and dividend income		23,428			20,427		20,074
Interest expense:
	Deposits			8,435			6,695		7,603
	Borrowings			3,905			2,415		2,109
		Total interest expense		12,340			9,110		9,712
Net interest income				11,088			11,317		10,362
Provision for loan losses				150			200		300
Net interest income, after provision for loan losses				10,938			11,117		10,062
Non-interest income:
	Customer service fees			880			810		746
	(Loss)/gain on sales of securities, net			(2	)		3		494
	Gain on sales of loans			25			143		13
	Increase in cash surrender value of life insurance			302			282		369
	Other			221			202		203
		Total non-interest income		1,426			1,440		1,825
Non-interest expense:
	Salaries and employee benefits			6,669			5,924		5,746
	Occupancy and equipment			1,275			1,099		1,081
	Data processing services			680			747		725
	Advertising			622			808		652
	Other general and administrative			1,821			1,393		1,731
		Total non-interest expense		11,067			9,971		9,935
Income before income taxes				1,297			2,586		1,952
Provision for income taxes				277			768		585
		Net income	$	1,020		$	1,818	$	1,367

The accompanying notes are an integral part of these consolidated financial statements.

F-4

HAMPDEN BANCORP, MHC AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN RETAINED EARNINGS

Years Ended June 30, 2006, 2005 and 2004

			Retained Earnings		Accumulated Other Comprehensive Income/Loss			Total
			(In Thousands)
Balance at June 30, 2003			$	29,422	$	1,667		$	31,089
Comprehensive loss:
	Net income			1,367		—			1,367
	Change in net unrealized gain/loss on securities available for sale, net of reclassification adjustment and tax effects			—		(2,373	)		(2,373	)
		Total comprehensive loss							(1,006	)
Balance at June 30, 2004				30,789		(706	)		30,083
Comprehensive income:
	Net income			1,818		—			1,818
	Change in net unrealized loss on securities available for sale, net of reclassification adjustment and tax effects			—		128			128
		Total comprehensive income							1,946
Balance at June 30, 2005				32,607		(578	)		32,029
Comprehensive loss:
	Net income			1,020		—			1,020
	Change in net unrealized loss on securities available for sale, net of reclassification adjustment and tax effects			—		(1,775	)		(1,775	)
		Total comprehensive loss							(755	)
Balance at June 30, 2006			$	33,627	$	(2,353	)	$	31,274

The accompanying notes are an integral part of these consolidated financial statements.

F-5

HAMPDEN BANCORP, MHC AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

						Years Ended June 30,
						2006			2005			2004
						(In Thousands)
Cash flows from operating activities:
	Net income					$	1,020		$	1,818		$	1,367
	Adjustments to reconcile net income to net cash provided by operating activities:
			Provision for loan losses				150			200			300
			Net amortization of securities				209			840			576
			Depreciation and amortization				589			569			537
			Loss/gain on sales of securities, net				2			(3	)		(494	)
			Loans originated for sale				(7,931	)		(4,777	)		(15,044	)
			Proceeds from loan sales				7,635			6,713			13,264
			Gain on sales of loans				(25	)		(143	)		(13	)
			Increase in cash surrender value of bank-owned life insurance				(302	)		(282	)		(369	)
			Deferred tax benefit				(191	)		(151	)		(12	)
			Net change in:
				Accrued interest receivable			(255	)		(42	)		419
				Other assets			(228	)		169			(274	)
				Accrued expenses and other liabilities			1,162			643			315
					Net cash provided by operating activities		1,835			5,554			572
Cash flows from investing activities:
	Activity in available-for-sale securities:
		Sales					9,183			5,994			10,734
		Maturities and calls					3,098			9,175			19,991
		Principal payments					23,038			26,323			58,511
		Purchases					(29,200	)		(41,174	)		(53,689	)
	Purchase of Federal Home Loan Bank stock						(1,201	)		(752	)		(726	)
	Loans originated, net of principal payments received						(48,762	)		(21,359	)		(33,781	)
	Purchase of premises and equipment						(650	)		(360	)		(588	)
					Net cash (used) provided by investing activities		(44,494	)		(22,153	)		452
Cash flows from financing activities:
	Net change in deposits						11,506			(5,845	)		(14,606	)
	Net change in repurchase agreements						3,524			3,994			(263	)
	Net change in other secured borrowings						(2,383	)		2,383			—
	Net change in short-term borrowings						8,500			(5,635	)		16,135
	Proceeds from issuance of long-term debt						86,042			19,613			24,723
	Repayment of long-term debt						(58,502	)		(8,035	)		(24,349	)
	Increase in mortgagors' escrow accounts						64			15			8
					Net cash provided by financing activities		48,751			6,490			1,648
Net change in cash and cash equivalents							6,092			(10,109	)		2,672
Cash and cash equivalents at beginning of year							8,769			18,878			16,206
Cash and cash equivalents at end of year						$	14,861		$	8,769		$	18,878
Supplemental cash flow information:
	Interest paid on deposits					$	8,435		$	6,695		$	7,603
	Interest paid on repurchase agreements						304			101			28
	Interest paid on borrowings						3,456			2,284			2,079
	Income taxes paid						677			949			430

The accompanying notes are an integral part of these consolidated financial statements.

F-6

HAMPDEN BANCORP, MHC AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended June 30, 2006, 2005 and 2004

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation and consolidation

        The consolidated financial statements include the accounts of Hampden Bancorp, MHC and its wholly-owned subsidiary, Hampden Bank (the "Company"). Hampden Bank has two wholly-owned subsidiaries, Hampden Investment Corporation, which engages in buying, selling, holding and otherwise dealing in securities, and Hampden Insurance Agency, which ceased selling insurance products in November of 2000 and remains inactive. All significant intercompany accounts and transactions have been eliminated in consolidation.

Use of estimates

        In preparing consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated balance sheet and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The determination of the allowance for loan losses and other-than-temporary impairment losses are material estimates that are particularly susceptible to significant change in the near term.

Business and Operating Segments

        The Company provides a variety of financial services to individuals and small businesses through its Internet operations and seven offices in Hampden County, Massachusetts and surrounding communities. Its primary deposit products are checking, savings and term certificate accounts and its primary lending products are residential mortgage and commercial loans.

        Statement of Financial accounting Standard ("SFAS") No. 131, "Disclosures about Segments of an Enterprise and Related Information," establishes standards for the way that public business enterprises report information about operating segments in annual and interim financial statements. It also establishes standards for related disclosures about products and services, geographical areas, and major customers. Generally, financial information is to be reported on the basis that it is used internally for evaluating segment performance and deciding how to allocate resources to segments. Management evaluates the Company's performance and allocates resources based on a single segment concept. Accordingly, there are no separately identified material operating segments for which discrete financial information is available. The Company does not derive revenues from, or have assets located in foreign countries, nor does it derive revenues from any single customer that represents 10% or more of the Company's total revenues.

Reclassification

        Certain amounts in the 2005 and 2004 consolidated financial statements have been reclassified to conform to the 2006 presentation.

Cash equivalents

        Cash equivalents include amounts due from banks and federal funds sold and other short-term investments.

F-7

Securities

        Debt securities that management has the positive intent and ability to hold to maturity are classified as "held to maturity" and recorded at amortized cost. Securities not classified as held to maturity or trading, including equity securities with readily determinable fair values, are classified as "available for sale" and recorded at fair value, with unrealized gains and losses excluded from earnings and reported in other comprehensive income/loss.

        Purchase premiums and discounts are amortized to earnings by the interest method over the terms of the securities. Declines in fair value of securities held to maturity and available for sale below their cost that are deemed to be other-than-temporary are reflected in earnings as realized losses. In estimating other-than-temporary impairment losses, management considers (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value. Gains and losses on disposition of securities are recorded on the trade date and determined using the specific identification method.

Federal Home Loan Bank of Boston stock

        Federal Home Loan Bank of Boston ("FHLB") stock is a restricted equity security and is carried at cost.

Loans held for sale

        Loans originated and intended for sale in the secondary market are carried at the lower of cost or estimated fair value in the aggregate. Fair value is based on commitments on hand from investors or prevailing market prices. Net unrealized losses, if any, are recognized through a valuation allowance by charges to income.

Loans

        The Company grants mortgage, commercial, and consumer loans to customers. A substantial portion of the loan portfolio consists of mortgage loans in Hampden County, Massachusetts and surrounding communities. The ability of the Company's debtors to honor their contracts is dependent upon the local real estate market and economy.

        Loans that management has the intent and ability to hold for the foreseeable future or until maturity or pay-off generally are reported at their outstanding unpaid principal balances adjusted for charge-offs, the allowance for loan losses, and any deferred fees or costs on originated loans. Interest income is accrued on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, are deferred and recognized as an adjustment of the related loan yield using the interest method.

        The accrual of interest on mortgage and commercial loans is discontinued at the time the loan is 90 days delinquent unless the credit is well-secured and in process of collection. Other personal loans are typically charged off no later than 180 days past due. Past due status is based on the contractual term of the loans. In all cases, loans are placed on non-accrual or charged-off at an earlier date if collection of principal or interest is considered doubtful.

F-8

        All interest accrued but not collected for loans that are placed on non-accrual or charged off is reversed against interest income. The interest on these loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual status. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

Allowance for loan losses

        The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to earnings. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance.

        The allowance for loan losses is evaluated on a regular basis by management and is based upon management's periodic review of the collectibility of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower's ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.

        The allowance consists of allocated, general and unallocated components. The allocated component relates to loans that are classified as either doubtful, substandard or special mention. For such loans that are also classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan. The general component covers non-classified loans and is based on historical loss experience adjusted for qualitative factors. An unallocated component is maintained to cover uncertainties that could affect management's estimate of probable losses. The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating allocated and general losses in the portfolio.

        A loan is considered impaired when, based on current information and events, it is probable that a creditor will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Impaired loans are generally maintained on a non-accrual basis. Impairment is measured on a loan by loan basis for commercial and construction loans by either the present value of expected future cash flows discounted at the loan's effective interest rate, the loan's obtainable market price, or the fair value of the collateral if the loan is collateral dependent.

        Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, the Company does not separately identify individual consumer and residential mortgage loans for impairment disclosures.

Derivative financial instruments

        Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging Activities," requires that all derivatives be recognized as assets or liabilities in the balance sheet and measured at fair value.

F-9

Interest rate swaps

        The Company uses interest rate swap agreements to hedge various exposures or to modify interest rate characteristics of various balance sheet accounts. Derivatives that are used as part of the asset/liability management process are linked to specific assets or liabilities and have high correlation between the contract and the underlying item being hedged, both at inception and throughout the hedge period. Interest rate swaps are contracts in which a series of interest rate flows are exchanged over a prescribed period. The notional amount on which the interest rate payments are based is not exchanged. Most interest rate swaps involve the exchange of fixed and floating interest payments. By entering into the swap, the principal amount of the debt would remain unchanged but the interest payment streams would change.

        The Company would utilize an interest rate swap to convert a portion of its fixed-rate debt to a variable rate (fair value hedge) or to convert a portion of its variable-rate mortgage loans to a fixed rate (cash flow hedge). According to SFAS No. 133, the gain or loss on a derivative designated and qualifying as a fair value hedging instrument, as well as the offsetting loss or gain on the hedged item, is recognized currently in earnings in the same accounting period. The gain or loss on a derivative designated and qualifying as a cash flow hedging instrument is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged forecasted transaction affects earnings. The remaining gain or loss on the derivative instrument, if any, is recognized currently in earnings.

Derivative Loan Commitments

        Mortgage loan commitments are referred to as derivative loan commitments if the loan that will result from exercise of the commitment will be held for sale upon funding. Loan commitments that are derivatives are recognized at fair value on the consolidated balance sheet in other assets and other liabilities with changes in their fair values recorded in other non-interest income, if material.

        The Company records a zero value for the loan commitment at inception (at the time the commitment is issued to a borrower ("the time of rate lock")) and does not recognize the value of the expected normal servicing rights until the underlying loan is sold. Subsequent to inception, changes in the fair value of the loan commitment are recognized based on changes in the fair value of the underlying mortgage loan due to interest rate changes, changes in the probability the derivative loan commitment will be exercised, and the passage of time. In estimating fair value, the Company assigns a probability to a loan commitment based on an expectation that it will be exercised and the loan will be funded.

Forward Loan Sale Commitments

        To protect against the price risk inherent in derivative loan commitments, the Company utilizes both "mandatory delivery" and "best efforts" forward loan sale commitments to mitigate the risk of potential decreases in the values of loans that would result from the exercise of the derivative loan commitments. Mandatory delivery contracts are accounted for as derivative instruments. Generally, the Company's best efforts contracts meet the definition of derivative instruments when the loans to the underlying borrowers close, and are accounted for as derivative instruments at that time. Accordingly, forward loan sale commitments are recognized at fair value on the consolidated balance sheet in other

F-10

assets and other liabilities with changes in their fair values recorded in other noninterest income, if material.

        The Company estimates the fair value of its forward loan sales commitments using a methodology similar to that used for derivative loan commitments.

Transfers of financial assets

        Transfers of financial assets are accounted for as sales, when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.

Premises and equipment

        Land is carried at cost. Buildings, leasehold improvements and equipment are stated at cost, less accumulated depreciation and amortization, computed on the straight-line method over the estimated useful lives of the assets or the duration of the lease, if shorter. Expected terms include lease option periods to the extent that the exercise of such options is reasonably assured. The cost of maintenance and repairs is expensed as incurred.

Advertising costs

        All advertising costs are expensed as incurred.

Income taxes

        Deferred tax assets and liabilities are reflected at currently enacted income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled. As changes in the tax laws or rates are enacted, deferred tax assets and liabilities are adjusted accordingly through the provision for income taxes. The Company's base amount of its federal income tax reserve for loan losses is a permanent difference for which there is no recognition of a deferred tax liability. However, the loan loss allowance maintained for financial reporting purposes is a temporary difference with allowable recognition of a related deferred tax asset, if it is deemed realizable.

Pension plan

        The compensation cost of an employee's benefit is recognized on the net periodic pension cost method over the employee's approximate service period. The aggregate cost method is utilized for funding purposes.

F-11

Comprehensive income/loss

        Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income. Although certain changes in assets and liabilities, such as unrealized gains and losses on available-for-sale securities, are reported as a separate component of the retained earnings section of the consolidated balance sheet, such items, along with net income, are components of comprehensive income/loss.

        The components of other comprehensive income/loss and related tax effects are as follows:

	Years Ended June 30,
	2006			2005			2004
	(In Thousands)
Unrealized holding losses/gains on available-for-sale securities	$	(2,845	)	$	213		$	(3,384	)
Reclassification adjustment for losses/gains realized in income		2			(3	)		(494	)
Change in net unrealized losses/gains		(2,843	)		210			(3,878	)
Tax effect		1,068			(82	)		1,505
Net-of-tax amount	$	(1,775	)	$	128		$	(2,373	)

Recent Accounting Pronouncements

        In March, 2006 the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards No. 156, "Accounting for Servicing of Financial Assets" (SFAS 156). The Statement amends SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities," with respect to the accounting for separately recognized servicing assets and servicing liabilities. Consistent with SFAS No. 140, SFAS 156 requires companies to recognize a servicing asset or servicing liability each time it undertakes an obligation to service a financial asset by entering into a serving contract. However, the Statement permits a company to choose either the amortized cost method or fair value measurement method for each class of separately recognized servicing assets. The Statement is effective as of the beginning of a company's first fiscal year after September 15, 2006. Earlier adoption is permitted as of the beginning of an entity's fiscal year, provided the entity has not yet issued financial statements, including interim financial statements. The Company plans to adopt SFAS 156 at the beginning of 2007 and does not expect the adoption of this Statement to have a material impact on its consolidated financial statements.

        In June 2006, the FASB issued FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes," which is an interpretation of FASB Statement No. 109, "Accounting for Income Taxes." This Interpretation clarifies the accounting for uncertainty in income taxes recognized in a Company's financial statements, prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position in the tax return and provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosures and transition. The effective date of this Interpretation is for fiscal years beginning after December 15, 2006. The Company does not expect this Interpretation to have a material impact on the Company's consolidated financial statements.

F-12

2.    RESTRICTIONS ON CASH AND AMOUNTS DUE FROM BANKS

        The Company is required to maintain average balances on hand or with the Federal Reserve Bank. At June 30, 2006 and 2005, these reserve balances amounted to $800,000, and $2,915,000, respectively.

3.    SECURITIES AVAILABLE FOR SALE

        The amortized cost and estimated fair value of securities available for sale, with gross unrealized gains and losses, follows:

			June 30, 2006
			Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
			(In Thousands)
Debt securities:
	Government-sponsored enterprises		$	24,283	$	—	$	(490	)	$	23,793
	Corporate bonds			2,094		—		(38	)		2,056
	Mortgage-backed securities			83,590		34		(3,182	)		80,442
		Total debt securities		109,967		34		(3,710	)		106,291
	Marketable equity securities			4,580		85		(195	)		4,470
		Total securities available for sale	$	114,547	$	119	$	(3,905	)	$	110,761

F-13

			June 30, 2005
			Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
			(In Thousands)
Debt securities:
	Government-sponsored enterprises		$	13,268	$	22	$	(123	)	$	13,167
	Corporate bonds			5,669		120		—			5,789
	Mortgage-backed securities			98,892		342		(1,048	)		98,186
		Total debt securities		117,829		484		(1,171	)		117,142
	Marketable equity securities			3,048		14		(270	)		2,792
		Total securities available for sale	$	120,877	$	498	$	(1,441	)	$	119,934

        The amortized cost and estimated fair value of debt securities by contractual maturity at June 30, 2006 follows. Expected maturities will differ from contractual maturities because the issuer may have the right to call or prepay obligations with or without call or prepayment penalties.

		June 30, 2006
		Amortized Cost		Fair Value
		(In Thousands)
Within 1 year		$	1,000	$	978
Over 1 year through 5 years			24,961		24,465
Over 5 years			416		406
	Total bonds and obligations		26,377		25,849
Mortgage-backed securities			83,590		80,442
	Total debt securities	$	109,967	$	106,291

        At June 30, 2006 and 2005, the carrying amount of securities pledged to secure repurchase agreements was $13,176,000 and $10,504,000, respectively (see Note 7). In addition, $1,270,000 and $1,291,000 in securities were pledged for derivative transactions at June 30, 2006 and 2005, respectively. (See Note 13)

        For the years ended June 30, 2006, 2005 and 2004, proceeds from sales of securities available for sale amounted to $9,183,000, $5,994,000 and $10,734,000, respectively. Gross realized gains amounted to $121,000, $36,000 and $543,000, respectively. Gross realized losses amounted to $123,000, $33,000 and $49,000, respectively.

F-14

        Information pertaining to securities with gross unrealized losses at June 30, 2006 and 2005, aggregated by investment category and length of time that individual securities have been in a continuous loss position, follows:

	Less Than Twelve Months				Over Twelve Months
	Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value
	(In Thousands)
June 30, 2006:
Government-sponsored enterprises	$	222	$	15,761	$	268	$	8,032
Corporate bonds		28		1,650		10		406
Mortgage-backed securities		518		25,080		2,664		53,506
Marketable equity securities		76		707		119		530
	$	844	$	43,198	$	3,061	$	62,474
June 30, 2005:
Government-sponsored enterprises	$	10	$	1,987	$	113	$	6,191
Mortgage-backed securities		186		21,684		862		49,094
Marketable equity securities		47		314		223		808
	$	243	$	23,985	$	1,198	$	56,093

        At June 30, 2006, ninety-nine debt securities have unrealized losses with aggregate depreciation of 3.4% from the Company's amortized cost basis. In analyzing an issuer's financial condition, management considers whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, and industry analyst's reports. Because the majority of these securities have been issued by the federal government or its agencies and as management has the ability to hold debt securities for the foreseeable future, no declines are deemed to be other than temporary.

        At June 30, 2006, twenty marketable equity securities have unrealized losses with aggregate depreciation of 13.6% from the Company's cost basis. The majority of these unrealized losses have existed for more than a year and relate principally to the banking, retail, electric utilities, insurance and defense industries. Although the issuers have shown declines in earnings as a result of the weakened economy, no credit issues have been identified that would cause management to believe the declines in market value are other than temporary. In analyzing the issuer's financial condition, management considers industry analyst's reports and financial performance. Unrealized losses on marketable equity securities that are in excess of 50% of cost, and that have been sustained for more than nine months, are generally recognized by management as being other than temporary and charged to earnings, unless evidence exists to support a realizable value equal to or greater than the Company's carrying value of the investment.

F-15

4.    LOANS

        A summary of the balances of loans follows:

			June 30,
			2006			2005
			(In Thousands)
Mortgage loans on real estate:
	Residential		$	111,849		$	91,542
	Commercial			91,226			88,766
	Home equity			64,132			53,711
	Construction			22,314			11,996
				289,521			246,015
Commercial loans				22,609			21,485
Consumer loans				7,041			3,516
Industrial revenue bonds				1,533			1,686
				31,183			26,687
		Total loans		320,704			272,702
Allowance for loan losses				(3,695	)		(3,644	)
Deferred costs				872			211
			$	317,881		$	269,269

        Loans serviced for others are not included in the accompanying consolidated balance sheets. The unpaid principal balances of mortgage and other loans serviced for others were $18,688,000 and $13,417,000 at June 30, 2006 and 2005, respectively.

F-16

        An analysis of the allowance for loan losses follows:

	Years Ended June 30,
	2006			2005			2004
	(In Thousands)
Balance at beginning of year	$	3,644		$	3,471		$	3,096
Provision for loan losses		150			200			300
Recoveries		19			19			90
Loans charged-off		(118	)		(46	)		(15	)
Balance at end of year	$	3,695		$	3,644		$	3,471

        The following is a summary of information pertaining to impaired and non-accrual loans:

	June 30,
	2006		2005		2004
	(In Thousands)
Impaired loans without a valuation allowance	$	1,551	$	—	$	—
Impaired loans with a valuation allowance		2,396		2,434		2,666
Total impaired loans	$	3,947	$	2,434	$	2,666
Valuation allowance related to impaired loans	$	1,740	$	1,368	$	1,208
Total non-accrual loans	$	3,952	$	3,254	$	1,635

        As of June 30, 2006, loans past-due ninety days or more and still accruing amounted to $1,235,000. There were no loans past-due ninety days or more and still accruing as of June 30, 2005.

        There was no interest income recognized on an accrual basis on impaired loans for the years ended June 30, 2006 and 2005 and 2004.

	Years Ended June 30,
	2006		2005		2004
	(In Thousands)
Average investment in impaired loans	$	3,882	$	2,567	$	2,699
Interest income recognized on a cash basis on impaired loans	$	196	$	138	$	287

        No additional funds are committed to be advanced in connection with impaired loans.

F-17

5.    PREMISES AND EQUIPMENT

        A summary of the cost and accumulated depreciation and amortization is as follows:

		June 30,
								Estimated Useful Lives
		2006			2005
		(In Thousands)
Premises:
	Land	$	763		$	763
	Buildings		4,370			4,330		5 - 39 Years
	Leasehold improvements		991			691		5 - 10 Years
Equipment			3,431			3,121		3 - 10 Years
			9,555			8,905
Less accumulated depreciation and amortization			(4,941	)		(4,352	)
		$	4,614		$	4,553

        Depreciation and amortization expense for the years ended June 30, 2006, 2005 and 2004 amounted to $589,000, $569,000 and $537,000, respectively.

6.    DEPOSITS

        A summary of deposit balances by type is as follows:

		June 30,
		2006		2005
		(In Thousands)
Demand		$	32,117	$	27,640
NOW			24,602		34,135
Regular and other savings			49,878		29,999
Money market deposits			24,223		26,741
	Total non-certificate accounts		130,820		118,515
Term certificates less than $100,000			92,174		97,083
Term certificates of $100,000 and greater			99,720		95,610
	Total certificate accounts		191,894		192,693
	Total deposits	$	322,714	$	311,208

F-18

        A summary of certificate accounts by maturity follows:

	June 30, 2006				June 30, 2005
	Amount		Weighted Average Rate		Amount		Weighted Average Rate
	(Dollars in Thousands)
Within 1 year	$	109,961	3.87	%	$	89,923	2.71	%
Over 1 year through 2 years		77,614	4.70			33,224	3.70
Over 2 years through 3 years		2,876	3.41			66,583	4.79
Over 3 years		1,443	3.81			2,963	3.41
	$	191,894	4.20	%	$	192,693	3.61	%

7.    SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE

        Securities sold under agreements to repurchase ("repurchase agreements") are funds borrowed from customers on an overnight basis that are secured by securities. At June 30, 2006 and 2005, repurchase agreements outstanding amounted to $11,235,000 and $7,711,000, respectively, with a weighted average interest rate of 3.62% and 2.20%. Securities with an amortized cost of $13,801,000 and $10,504,000 and a fair value of $13,176,000 and $10,686,000, respectively, were pledged to secure repurchase agreements.

8.    SHORT-TERM BORROWINGS

        Short-term borrowings consist of FHLB advances with an original maturity within one year at a weighted average rate of 5.15% and 3.62% at June 30, 2006 and 2005, respectively.

        In addition, at June 30, 2006 and 2005, the Company had an Ideal Way Line of Credit available with the FHLB of $1,952,000, of which there were no amounts outstanding at June 30, 2006 and 2005.

F-19

9.    LONG-TERM DEBT

        A summary of outstanding advances from the FHLB at June 30, 2006 and 2005 follows:

		Amount				Weighted Average Rate
		2006		2005		2006		2005
		(In Thousands)
FHLB advances maturing:
	*2006	$	—	$	3,967	—	%	4.53	%
	2007		29,551		16,268	4.01		3.47
	2008		13,000		8,000	3.99		3.68
	*2009		19,688		12,530	4.49		4.38
	*2010		8,410		6,689	4.04		3.65
	*2011		4,742		800	4.55		5.79
	*2012		4,334		3,890	3.82		3.59
	*2013		1,099		1,140	4.63		4.63
Total FHLB advances		$	80,824	$	53,284	4.16	%	3.89	%

*

At June 30, 2006, includes amortizing advances aggregating $14,524,000 requiring combined monthly principal and interest payments of $391,000. Certain FHLB advances are callable in the amount of $12,000,000 in 2007.

        All borrowings from the FHLB are secured by a blanket lien on qualified collateral, defined principally as 75% of the carrying value of first mortgage loans on owner-occupied residential property and 90% of the market value of U.S. Government-sponsored enterprises.

        As a member of the FHLB, the Company is required to invest in shares of $100 par value stock of the FHLB in the amount of 1% of its outstanding residential loans or 5% of its outstanding advances from the FHLB, whichever is higher.

10.    OTHER SECURED BORROWINGS

        Other secured borrowings represent the participated portion of loans to outside financial institutions that do not qualify as a sale under SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities."

F-20

11.    INCOME TAXES

        Allocation of the federal and state income taxes between current and deferred portions is as follows:

		Years Ended June 30,
		2006			2005			2004
		(In Thousands)
Current tax provision:
	Federal	$	437		$	787		$	538
	State		31			132			59
			468			919			597
Deferred tax benefit:
	Federal		(142	)		(75	)		—
	State		(49	)		(76	)		(12	)
			(191	)		(151	)		(12	)
		$	277		$	768		$	585

        The reasons for the differences between the statutory federal income tax rate and the effective tax rates are summarized as follows:

		Years Ended June 30,
		2006		2005		2004
Statutory tax rate		34.0	%	34.0	%	34.0	%
Increase (decrease) resulting from:
	State taxes, net of federal tax benefit	(0.9	)	1.4		1.6
	Dividends received deduction	(3.4	)	(1.0	)	(1.4	)
	Bank-owned life insurance	(6.8	)	(3.0	)	(6.4	)
	Other, net	(1.5	)	(1.7	)	2.2
Effective income tax rate		21.4	%	29.7	%	30.0	%

F-21

        The components of the net deferred tax asset are as follows:

		June 30,
		2006			2005
		(In Thousands)
Deferred tax asset:
	Federal	$	2,934		$	1,857
	State		827			605
			3,761			2,462
Deferred tax liability:
	Federal		(233	)		(203	)
	State		(80	)		(70	)
			(313	)		(273	)
Net deferred tax asset		$	3,448		$	2,189

        The tax effects of each item that give rise to deferred taxes are as follows:

	June 30,
	2006			2005
	(In Thousands)
Cash basis of accounting	$	19		$	7
Net unrealized gain/loss on securities available for sale		1,433			365
Depreciation and amortization		(34	)		(76	)
Allowance for loan losses		1,530			1,486
Employee benefit plans		595			346
Charitable contribution carryover		—			70
Other		(95	)		(9	)
Net deferred tax asset	$	3,448		$	2,189

F-22

        A summary of the change in the net deferred tax asset is as follows:

	Years Ended June 30,
	2006		2005			2004
	(In Thousands)
Balance at beginning of year	$	2,189	$	2,120		$	603
Deferred tax benefit		191		151			12
Net unrealized gain/loss on securities available for sale		1,068		(82	)		1,505
Balance at end of year	$	3,448	$	2,189		$	2,120

        The federal income tax reserve for loan losses at the Company's base year amounted to $2,222,000. If any portion of the reserve is used for purposes other than to absorb loan losses, approximately 150% of the amount actually used, limited to the amount of the reserve, would be subject to taxation, in the fiscal year in which used. As the Company intends to use the reserves solely to absorb loan losses, a deferred income tax liability of $911,000 has not been provided.

12.    COMMITMENTS AND CONTINGENCIES

        In the normal course of business, there are outstanding commitments which are not reflected in the accompanying consolidated balance sheets.

Loan commitments

        The Company is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the accompanying consolidated balance sheets.

        The Company's exposure to credit loss is represented by the contractual amount of these commitments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments. A summary of financial instruments outstanding whose contract amounts represent credit risk is as follows:

	June 30,
	2006		2005
	(In Thousands)
Commitments to grant loans	$	21,268	$	12,671
Unadvanced funds on home equity and overdraft lines-of-credit		29,958		27,979
Unadvanced funds on commercial lines-of-credit		16,853		18,817
Unadvanced funds due mortgagors		3,162		4,352
Standby letters of credit		515		420

        Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Commitments to grant loans are

F-23

Loan commitments (concluded)

generally secured by real estate. Unadvanced lines-of-credit do not necessarily represent future cash requirements as these commitments may expire without being drawn upon. The Company evaluates each customer's creditworthiness on a case-by-case basis. Funds disbursed under home equity lines-of-credit are collateralized by real estate. Overdraft lines-of-credit are unsecured.

        Unadvanced funds on commercial lines of credit are generally secured by the business assets of the borrower. Unadvanced funds due mortgagers are funds committed for construction loans collateralized by residential real estate

        Standby letters of credit are conditional commitments issued by the Company to guarantee the performance by a customer to a third party. Standby letters of credit are generally secured by real estate. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers.

        FASB Interpretation ("FIN") No. 45, Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others, requires a guarantor to recognize, at the inception of a guarantee, a liability in an amount equal to the fair value of the obligation undertaken in issuing the guarantee. The Company considers standby letters of credit to be guarantees under FIN No. 45. The amount of the liability related to guarantees at June 30, 2006, and 2005, was not material.

        Pursuant to the terms of noncancelable lease agreements in effect at June 30, 2006, pertaining to premises and equipment, future minimum rent commitments under various operating leases are as follows:

Year Ending June 30,	Amount
	(In Thousands)
2007	$	191
2008		212
2009		219
2010		216
2011		170
Thereafter		1,891
	$	2,899

        The leases contain options to extend for a period of five, ten and twenty years. The cost of such rentals is not included above. Rent expense amounted to $163,000, $150,000 and $127,000 for the years ended June 30, 2006, 2005 and 2004, respectively.

Contingencies

        Various legal claims arise from time to time in the ordinary course of business. In the opinion of management, these claims will have no material effect on the Company's consolidated financial position or results of operations.

F-24

13.    ON-BALANCE SHEET DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

Derivative financial instruments

        The Company utilizes various derivative instruments primarily for asset/liability management. These transactions involve both credit and market risk. The notional amounts are amounts on which calculations and payments are based. Notional amounts do not represent direct credit exposures. Direct credit exposure is limited to the net difference between the calculated amounts to be received and paid, if any.

Interest rate swap agreements

        The Company uses interest rate swap agreements to hedge a portfolio of certificates of deposit. These agreements are designated as fair value hedges since they are used to convert the cost of the certificates of deposit from a fixed to a variable rate. Since the hedge relationship is estimated to be 100% effective (gain or loss on the swap agreements will completely offset the gain or loss on the certificates of deposit) there is no impact on the statement of income or on comprehensive income. The application of SFAS No. 133 results in an adjustment to the balance sheet to reflect the swap and the certificates of deposit at fair value.

        These agreements provide for the Company to make payments of a variable-rate determined by a specified index (one-month LIBOR) in exchange for receiving payments at a fixed-rate.

	June 30,
	2006			2005			2004
Notional amount	$	20,000		$	20,000		$	15,000
Weighted average pay rate		7.08	%		5.11	%		3.19	%
Weighted average receive rate		5.00	%		5.00	%		5.00	%
Weighted average maturity in years		1.2			2.2			3.3
Unrealized (loss) gain relating to interest rate swaps	$	(604	)	$	(378	)	$	302

14.    MINIMUM REGULATORY CAPITAL REQUIREMENTS

        The Company (on a consolidated basis) and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on the Company's and the Bank's consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and Bank must meet specific capital guidelines that involve quantitative measures of their assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Prompt corrective action provisions are not applicable to the Company.

        Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the following table) of total and Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier 1 capital

F-25

(as defined) to average assets (as defined). Management believes, as of June 30, 2006 and 2005, that the Company and the Bank meets all capital adequacy requirements to which it is subject.

        As of June 30, 2006, the most recent notification from the Federal Deposit Insurance Corporation categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized the Bank must maintain minimum total risk-based, Tier 1 risk-based, and Tier 1 leverage ratios as set forth in the table. There are no conditions or events since that notification that management believes have changed the Bank's category.

        The Company's and the Bank's actual and minimum required capital amounts and ratios are as follows:

		Actual				Minimum For Capital Adequacy Purposes				Minimum To Be Well Capitalized Under Prompt Corrective Action Provisions
		Amount		Ratio		Amount		Ratio		Amount		Ratio
		(Dollars in Thousands)
As of June 30, 2006:
Total capital (to risk weighted assets):
	Consolidated	$	37,200	11.3	%	$	26,333	8.0	%		N/A	N/A
	Bank		37,100	11.3			26,333	8.0		$	32,916	10.0	%
Tier 1 capital (to risk weighted assets):
	Consolidated		33,505	10.2			13,166	4.0			N/A	N/A
	Bank		33,405	10.2			13,166	4.0			19,749	6.0
Tier 1 capital (to average weighted assets):
	Consolidated		33,505	7.3			18,448	4.0			N/A	N/A
	Bank		33,405	7.2			18,448	4.0			23,060	5.0

		Actual				Minimum For Capital Adequacy Purposes				Minimum To Be Well Capitalized Under Prompt Corrective Action Provisions
		Amount		Ratio		Amount		Ratio		Amount		Ratio
		(Dollars in Thousands)
As of June 30, 2005:
Total capital (to risk weighted assets):
	Consolidated	$	35,900	12.6	%	$	22,709	8.0	%		N/A	N/A
	Bank		35,800	12.6			22,709	8.0		$	28,386	10.0	%
Tier 1 capital (to risk weighted assets):
	Consolidated		32,351	11.4			11,354	4.0			N/A	N/A
	Bank		32,251	11.4			11,354	4.0			17,031	6.0
Tier 1 capital (to average weighted assets):
	Consolidated		32,351	7.8			17,987	4.0			N/A	N/A
	Bank		32,251	7.7			16,696	4.0			20,870	5.0

F-26

15.    EMPLOYEE BENEFIT PLANS

Pension plan

        The Company provides pension benefits for eligible employees through the Savings Banks Employees Retirement Association ("SBERA") Pension Plan. Substantially all employees participate in the retirement plan on a non-contributing basis, and are fully vested after three years of service. According to SBERA, information pertaining to the activity in the Plan is as follows:

		Years Ended June 30,
		2006			2005			2004
		(In Thousands)
Change in plan assets:
	Fair value of plan assets at beginning of year	$	3,419		$	2,966		$	2,426
	Actual return on plan assets		425			265			356
	Contribution		318			269			188
	Benefits paid		(137	)		(81	)		(4	)
	Fair value of plan assets at end of year		4,025			3,419			2,966
Change in benefit obligation:
	Benefit obligation at beginning of year		4,291			3,534			3,046
	Service cost		411			324			260
	Interest cost		225			221			175
	Actuarial (gain)/loss		(380	)		293			57
	Benefits paid		(137	)		(81	)		(4	)
	Benefit obligation at end of year		4,410			4,291			3,534
Funded status			(385	)		(872	)		(568	)
Unrecognized net actuarial (gain)/loss			(295	)		283			48
Unrecognized prior service cost			12			17			23
Accrued pension cost		$	(668	)	$	(572	)	$	(497	)
Accumulated benefit obligation		$	2,621		$	2,266		$	2,118

        At June 30, the assumptions used to determine the benefit obligation are as follows:

	2006	2005	2004
Discount rate	6.25%	5.25%	6.25%
Rate of compensation increase	4.50%	4.50%	4.50%

F-27

Pension plan (Continued)

        The components of net periodic pension cost are as follows:

	Years Ended June 30,
	2006			2005			2004
	(In Thousands)
Service cost	$	411		$	324		$	260
Interest cost		225			221			175
Expected return on plan assets		(239	)		(208	)		(170	)
Amortization of prior service cost		5			6			5
Recognized net actuarial loss		11			1			9
	$	413		$	344		$	279

        For the plan years ended June 30, actuarial assumptions used in accounting were:

	2006		2005		2004
Discount rate on benefit obligations	5.25	%	6.25	%	5.75	%
Expected long-term rate of return on plan assets	7.00		7.00		7.00
Annual salary increases	4.50		4.50		4.50

        The basis used to determine the overall long-term rate of return on asset assumptions are the prevailing yields on high quality fixed income investments increased by a premium for equity investments.

        The Company's pension plan weighted average asset allocations at June 30, are as follows:

	Percentage of Plan Assets
Asset Category
	2006		2005		2004
Fixed income securities	35.9	%	32.7	%	31.6	%
Equity securities	64.1		67.3		68.4
Total	100.0	%	100.0	%	100.0	%

        The Bank is a member of the Savings Banks Employees Retirement Association ("SBERA"). SBERA offers a common and collective trust as the underlying investment structure for pension plans. The target allocation mix for the common and collective trust portfolio calls for an equity-based investment range from 55% to 75% of total portfolio assets. The remainder of the portfolio is allocated to fixed income. The Trustees of SBERA, through the Investment Committee, select investment managers for the common and collective trust portfolio. A professional investment advisory firm is retained by the Investment Committee to provide allocation analysis, performance measurement and to assist with manager searches. The overall investment objective is to diversify equity investments across a spectrum of investment types and styles.

        The Company expects to contribute $363,000 to its pension plan in fiscal 2007.

F-28

Pension plan (Concluded)

        Estimated future benefit payments (in thousands), which reflect expected future service, as appropriate, are as follows:

2007	$	435
2008		143
2009		4
2010		4
2011		4
Years 2012-2016		2,656

401(k) plan

        The Company also provides a 401(k) retirement savings plan for eligible employees. Each employee reaching the age of 21 and having completed at least 1,000 hours of service in a twelve-month period, automatically becomes a participant in the plan. For participating employees, the Company intends to make a matching contribution equal to 25% of the first 6% of compensation contributed to the plan and matching contributions have immediate vesting. Contributions for the years ended June 30, 2006, 2005 and 2004 amounted to $39,000, $43,000 and $42,000, respectively.

Supplemental retirement benefits

        In 2004, the Company entered into supplemental retirement benefit agreements with certain officers which provide for annual retirement benefits above the amounts provided by SBERA. The present value of future payments is being accrued monthly over the remaining terms of employment. Supplemental retirement benefit expense for the year ended June 30, 2006, 2005 and 2004 amounted to $277,000, $178,000 and $97,000, respectively.

        In addition, the Company has entered into split dollar life insurance agreements with certain officers in connection with supplemental retirement benefits.

16.    FAIR VALUE OF FINANCIAL INSTRUMENTS

        The fair value of a financial instrument is the current amount that would be exchanged between willing parties, other than in a forced liquidation. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company's various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument. SFAS No. 107 excludes certain financial instruments and all nonfinancial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company.

F-29

        The following methods and assumptions were used by the Company in estimating fair value disclosures for financial instruments:

Cash and cash equivalents: The carrying amounts of cash and short-term investments approximate fair values.

Securities: Fair values for securities are based on quoted market prices, where available. If quoted market prices are not available, fair values are based on quoted market prices of comparable instruments. The carrying amount of FHLB stock approximates fair value based upon the redemption provisions of the Federal Home Loan Bank.

Loans held for sale: Fair value of loans held for sale are estimated based on commitments on hand from investors or prevailing market prices.

Loans: Fair values for other types of loans are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. This analysis assumes no prepayment. Fair values for non-performing loans are estimated using discounted cash flow analyses or underlying collateral values, where applicable.

Deposits: The fair values for non-certificate accounts are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amounts). Fair values for certificate accounts are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits.

Securities sold under agreements to repurchase: The carrying amount of repurchase agreements approximates fair value.

Short-term borrowings: The carrying amount of short-term borrowings approximates their fair values.

Long-term debt: The fair values of the Company's advances are estimated using discounted cash flow analyses based on the Company's current incremental borrowing rates for similar types of borrowing arrangements.

Other secured borrowings: The carrying value of these instruments approximate fair value.

Accrued interest: The carrying amounts of accrued interest approximate fair value.

Derivative financial instruments: Fair values for derivative financial instruments, for other-than-trading purposes, are based upon quoted market prices, except in the case of certain options and swaps where pricing models are used.

Off-balance-sheet instruments: Fair values for off-balance-sheet lending com-mitments are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties' credit standing. The estimated fair value of off-balance sheet financial instruments at June 30, 2006 and 2005 was immaterial.

F-30

        The carrying amounts and related estimated fair values of the Bank's financial instruments are as follows:

		June 30,
		2006						2005
		Carrying Amount			Fair Value			Carrying Amount			Fair Value
		(In Thousands)
Financial assets:
	Cash and cash equivalents	$	14,861		$	14,861		$	8,769		$	8,769
	Securities available for sale		110,761			110,761			119,934			119,934
	Federal Home Loan Bank stock		5,273			5,273			4,072			4,072
	Loans held for sale		321			321			—			—
	Loans, net		317,881			315,350			269,269			271,095
	Accrued interest receivable		1,807			1,807			1,552			1,552
Financial liabilities:
	Deposits		322,714			326,255			311,208			328,055
	Securities sold under agreements to repurchase		11,235			11,235			7,711			7,711
	Short-term borrowings		19,000			19,000			10,500			10,500
	Long-term debt		80,824			78,267			53,284			52,832
	Other secured borrowings		—			—			2,383			2,383
	Derivative liabilities		(604	)		(604	)		(378	)		(378	)

17.    PLAN OF STOCK CONVERSION

        On July 25, 2006, the Board of Trustees of the Mutual Holding Company and the Board of Directors of the Bank unanimously adopted the Plan of Conversion (the "Plan"). Currently, the Mutual Holding Company owns 100% of the common stock of Hampden Bank, a Massachusetts-chartered savings bank (the "Bank"). As part of the Plan of Conversion, the Mutual Holding Company will combine, by merger or otherwise, with and into the Bank. The Stock Holding Company, a newly-formed Delaware-chartered stock holding company, will offer and sell its common stock (the "Conversion Stock") to eligible depositors of the Bank and others in accordance with the terms of the Plan, and will become the direct holding company of the Bank in exchange for that portion of the net proceeds from the offering that it is not permitted to retain at the holding company level. The Plan is subject to the approval of the Massachusetts Commissioner of Banks (the "Commissioner").

        The combination of the Mutual Holding Company with and into the Bank, the offer and sale of the Conversion Stock by the Stock Holding Company, and the issuance of the Bank's newly outstanding capital stock to the Stock Holding Company in exchange for the portion of the net proceeds of the offering that the Stock Holding Company is not permitted to retain are herein referred to as the "Conversion."

        As part of the Conversion, the Company will establish a liquidation account in an amount equal to the net worth of the Company as of the date of the last consolidated balance sheet appearing in the final prospectus distributed in connection with the Conversion. The liquidation account will be

F-31

HAMPDEN BANCORP, MHC AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Concluded)

maintained for the benefit of eligible account holders and supplemental eligible account holders who maintain their accounts at the Company after the Conversion. The liquidation account will be reduced annually to the extent that such account holders have reduced their qualifying deposits as of each anniversary date. Subsequent increases will not restore an account holder's interest in the liquidation account. In the event of a complete liquidation, each eligible account holder will be entitled to receive balances for accounts then held.

        Subsequent to the Conversion, the Stock Holding Company may not declare or pay dividends on, and may not repurchase, any of its shares of common stock if the effect thereof would cause stockholders' equity to be reduced below applicable regulatory capital maintenance requirements or if such declaration, payment or repurchase would otherwise violate regulatory requirements.

        Conversion costs will be deferred and reduce the proceeds from the shares sold in the Conversion. If the Conversion is not completed, all costs will be expensed.

        As part of the Conversion, the Company intends to enter into employment and change of control agreements with certain executive officers. In addition, as part of the Conversion, the Bank intends to implement an employee stock ownership plan and other benefit and salary continuation plans for directors, officers and employees.

Charitable Foundation

        As part of the Conversion, the Company intends to form a charitable foundation (the "Foundation") and to donate to the Foundation a number of shares of its authorized but unissued common stock in an amount up to 5% of the number of shares sold in the Conversion.

F-32

You should rely only on the information contained in this prospectus. Neither Hampden Bancorp, Inc. nor Hampden Bank has authorized anyone to provide you with different information. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered by this prospectus to any person or in any jurisdiction in which an offer or solicitation is not authorized or in which the person making an offer or solicitation is not qualified to do so, or to any person to whom it is unlawful to make an offer or solicitation in those jurisdictions. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the Hampden Bancorp, Inc. common stock.

(Proposed Holding Company for Hampden Bank)

6,583,750 Shares

(Anticipated Maximum, Subject to Increase)

COMMON STOCK

PROSPECTUS

Keefe, Bruyette & Woods, Inc.

                       , 2006

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

SEC filing fee(1)		$	8,560
Massachusetts filing fee			5,000
NASD filing fee(1)			8,500
Nasdaq Global Market listing fee			100,000
EDGAR, printing, postage and mailing			85,000
Legal fees and expenses (including marketing firm legal fees)			650,000
Accounting fees and expenses			135,000
Appraiser's fees and expenses			47,000
Business Plan fees and expenses			38,000
Marketing firm fees and expenses(2)			676,572
Conversion agent fees and expenses(2)			15,000
Transfer agent and registrar fees and expenses			20,000
Miscellaneous			20,000
	Total	$	1,808,632

(1)

Estimated expenses based on the registration of 7,949,828 shares at $10.00 per share.

(2)

Keefe, Bruyette & Woods, Inc. will receive a fee equal to 1% of the aggregate purchase price of common stock sold in the subscription or community offering, excluding shares purchased by the employee stock ownership plan, by the charitable foundation and by directors, officers and employees of Hampden Bank and members of their individual families, (the "Success Fee") in its capacity as marketing agent. Fees payable to Keefe, Bruyette & Woods, Inc. in its capacity as conversion agent will be credited against the Success Fee.

Item 14. Indemnification of Directors and Officers.

        Our certificate of incorporation provides that we shall indemnify, to the fullest extent authorized by the Delaware General Corporation Law, each person who is involved in any litigation or other proceeding because such person is or was our director or officer or is or was serving as an officer or director of another entity at our request, against all expense, loss or liability reasonably incurred or suffered in connection therewith. Our certificate of incorporation provides that the right to indemnification includes the right to be paid expenses incurred in defending any proceeding in advance of its final disposition, provided, however, that such advance payment will only be made upon delivery to us of an undertaking, by or on behalf of the director or officer, to repay all amounts so advanced if it is ultimately determined that such director is not entitled to indemnification. If we do not pay a proper claim for indemnification in full within 60 days after we receive a written claim for such indemnification, our amended and restated certificate of incorporation and our restated by-laws

II-1

authorize the claimant to bring an action against us and prescribe what constitutes a defense to such action.

        Section 145 of the Delaware General Corporation Law permits a corporation to indemnify any director or officer of the corporation against expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with any action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in right of the corporation) brought by reason of the fact that such person is or was a director or officer of the corporation, if such person acted in good faith and in a manner that he reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, if he or she had no reason to believe his or her conduct was unlawful. In a derivative action, (i.e., one brought by or on behalf of the corporation), indemnification may be provided only for expenses actually and reasonably incurred by any director or officer in connection with the defense or settlement of such an action or suit if such person acted in good faith and in a manner that he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification shall be provided if such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the court in which the action or suit was brought shall determine that the defendant is fairly and reasonably entitled to indemnity for such expenses despite such adjudication of liability.

        Pursuant to Section 102(b)(7) of the Delaware General Corporation Law, Article Eleventh of our certificate of incorporation eliminates the liability of a director to us or our stockholders for monetary damages for such a breach of fiduciary duty as a director, except for liabilities arising:

•

from any breach of the director's duty of loyalty to us or our stockholders;



•

from acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;



•

under Section 174 of the Delaware General Corporation Law; and



•

from any transaction from which the director derived an improper personal benefit.

        Section 145 of the Delaware General Corporation Law also authorizes a Delaware corporation to obtain insurance on behalf of its directors and officers against liability incurred by them in those capacities. We intend to procure a directors' and officers' liability and company reimbursement liability insurance policy that insures (a) our directors and officers against losses, above a deductible amount, arising from specified types of claims made against them by reason of enumerated acts done or attempted by our directors or officers and (b) us against losses, above a deductible amount, arising from any of the specified types of claims, but only if we are required or permitted to indemnify our directors or officers for those losses under statutory or common law or under provisions of our articles of organization or bylaws.

        Additionally, reference is made to the Agency Agreement filed as Exhibit 1.2 hereto, which provides for indemnification by our underwriters of our directors and officers who sign the registration statement and persons who control us, under certain circumstances.

Item 15. Recent Sales of Unregistered Securities.

        None.

II-2

Item 16. Exhibits and Financial Statement Schedules.

        The exhibits and financial statement schedules filed as a part of this registration statement are as follows:

(a)

List of Exhibits (filed herewith unless otherwise noted)

1.1	Engagement Letter between Hampden Bancorp, MHC and Keefe, Bruyette & Woods, Inc.
1.2	Draft Agency Agreement*
2.1	Plan of Conversion
3.1	Amended and Restated Certificate of Incorporation of Hampden Bancorp, Inc.
3.2	Amended and Restated Bylaws of Hampden Bancorp, Inc.
4.1	Specimen Stock Certificate of Hampden Bancorp, Inc.*
5.1	Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. re: Legality*
8.1	Form of Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. re: Federal Tax Matters
8.2	Form of Opinion of Wolf & Company, P.C. re: State Tax Matters*
10.1	Form of Hampden Bank Employee Stock Ownership Plan and Trust Agreement
10.2	Form of Hampden Bank Employee Stock Ownership Plan Loan Agreement, Pledge Agreement and Promissory Note
10.3	Hampden Bank 401(k) Profit Sharing Plan and Trust
10.4	Hampden Bank SBERA Pension Plan
10.5.1	Form of Employment Agreement between Hampden Bank and Thomas R. Burton
10.5.2	Form of Employment Agreement between Hampden Bank and Glenn S. Welch
10.6	Form of Hampden Bank Change in Control Agreement
10.7	Executive Salary Continuation Agreement between Hampden Bank and Thomas R. Burton
10.8	Form of Executive Salary Continuation Agreement between Hampden Bank and certain specific officers
10.9	Form of Trustee Supplemental Retirement Agreements between Hampden Bank and certain trustees
10.10.1	Executive Split Dollar Life Insurance Agreement between Hampden Bank and Thomas R. Burton
10.10.2	Executive Split Dollar Life Insurance Agreement between Hampden Bank and Robert S. Michel
21.1	Subsidiaries of Hampden Bancorp, Inc.
23.1	Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in Exhibits 5.1* and 8.1 filed herewith)
23.2	Consent of RP Financial, LC.
23.3	Consent of Wolf & Company, P.C.

II-3

24.1	Powers of Attorney (included in the signature page to this registration statement)
99.1	Appraisal Report of RP Financial, LC. (P)
99.2	Draft Marketing Materials*
99.3	Form of Subscription Order Form and Instructions*
99.4	Form of Hampden Bank Charitable Foundation Gift Instrument

(P)

Application has been made to file the supporting financial schedules in paper pursuant to Rule 202 of Regulation S-T.

*

To be filed by amendment.

(b)

Financial Statement Schedules

        All schedules have been omitted as not applicable or not required under the rules of Regulation S-X.

Item 17.

        Undertakings.

        The undersigned registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:



(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;



(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the forgoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;



(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.



(2)

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.



(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.



(4)

That, for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

II-4

(5)

That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.



(6)

That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

        The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)

Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;



(ii)

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;



(iii)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and



(iv)

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

        The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

        Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

II-5

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Springfield, Commonwealth of Massachusetts on September 15, 2006.

HAMPDEN BANCORP, INC.
By:	/s/  THOMAS R. BURTON Thomas R. Burton President and Chief Executive Officer

        We the undersigned officers and directors of Hampden Bancorp, Inc., hereby severally constitute and appoint Thomas R. Burton and Robert A. Massey, and each of them singly (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him and in his name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date
/s/  THOMAS R. BURTON Thomas R. Burton	President, Chief Executive Officer (principal executive officer)	September 15, 2006
/s/  ROBERT A. MASSEY Robert A. Massey	Senior Vice President and Treasurer (principal accounting and financial officer)	September 15, 2006
/s/  STUART F. YOUNG, JR. Stuart F. Young, Jr.	Chairman of the Board of Directors Director	September 15, 2006
/s/  DONALD R. DUPRÉ Donald R. Dupré	Director	September 15, 2006

II-6

/s/  THOMAS V. FOLEY Thomas V. Foley	Director	September 15, 2006
/s/  FRANCIS V. GRIMALDI Francis V. Grimaldi	Director	September 15, 2006
/s/  JUDITH E. KENNEDY Judith E. Kennedy	Director	September 15, 2006
/s/  RICHARD J. KOS Richard J. Kos	Director	September 15, 2006
/s/  STANLEY KOWALSKI, JR. Stanley Kowalski, Jr.	Director	September 15, 2006
/s/  KATHLEEN O'BRIEN MOORE Kathleen O'Brien Moore	Director	September 15, 2006
/s/  MARY ELLEN SCOTT Mary Ellen Scott	Director	September 15, 2006
/s/  JAMES L. SHRIVER James L. Shriver	Director	September 15, 2006
/s/  LINDA SILVA THOMPSON Linda Silva Thompson	Director	September 15, 2006
/s/  EDDIE WRIGHT Eddie Wright	Director	September 15, 2006

II-7

EXHIBIT INDEX

List of Exhibits (filed herewith unless otherwise noted)

1.1	Engagement Letter between Hampden Bancorp, MHC and Keefe, Bruyette & Woods, Inc.
1.2	Draft Agency Agreement*
2.1	Plan of Conversion
3.1	Amended and Restated Certificate of Incorporation of Hampden Bancorp, Inc.
3.2	Amended and Restated Bylaws of Hampden Bancorp, Inc.
4.1	Specimen Stock Certificate of Hampden Bancorp, Inc.*
5.1	Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. re: Legality*
8.1	Form of Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. re: Federal Tax Matters
8.2	Form of Opinion of Wolf & Company, P.C. re: State Tax Matters*
10.1	Form of Hampden Bank Employee Stock Ownership Plan and Trust Agreement
10.2	Form of Hampden Bank Employee Stock Ownership Plan Loan Agreement, Pledge Agreement and Promissory Note
10.3	Hampden Bank 401(k) Profit Sharing Plan and Trust
10.4	Hampden Bank SBERA Pension Plan
10.5.1	Form of Employment Agreement between Hampden Bank and Thomas R. Burton
10.5.2	Form of Employment Agreement between Hampden Bank and Glenn S. Welch
10.6	Form of Hampden Bank Change in Control Agreement
10.7	Executive Salary Continuation Agreement between Hampden Bank and Thomas R. Burton
10.8	Form of Executive Salary Continuation Agreement between Hampden Bank and certain specific officers
10.9	Form of Trustee Supplemental Retirement Agreements between Hampden Bank and certain trustees
10.10.1	Executive Split Dollar Life Insurance Agreement between Hampden Bank and Thomas R. Burton
10.10.2	Executive Split Dollar Life Insurance Agreement between Hampden Bank and Robert S. Michel
21.1	Subsidiaries of Hampden Bancorp, Inc.
23.1	Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in Exhibits 5.1* and 8.1 filed herewith)
23.2	Consent of RP Financial, LC.
23.3	Consent of Wolf & Company, P.C.
24.1	Powers of Attorney (included in the signature page to this registration statement)
99.1	Appraisal Report of RP Financial, LC. (P)
99.2	Draft Marketing Materials*

99.3	Form of Subscription Order Form and Instructions*
99.4	Form of Hampden Bank Charitable Foundation Gift Instrument

(P)

Application has been made to file the supporting financial schedules in paper pursuant to Rule 202 of Regulation S-T.

*

To be filed by amendment.

(b)

Financial Statement Schedules

        All schedules have been omitted as not applicable or not required under the rules of Regulation S-X.

QuickLinks

TABLE OF CONTENTS
THE OFFERING
DESCRIPTION OF THE PLAN
LEGAL OPINION
TABLE OF CONTENTS
Summary
Risk Factors
A Warning About Forward-Looking Statements
Selected Consolidated Financial and Other Data
Use of Proceeds
Our Dividend Policy
Market for the Common Stock
Capitalization
Regulatory Capital Compliance
Pro Forma Data
Comparison of Independent Valuation and Pro Forma Financial Information With and Without the Foundation
Management's Discussion and Analysis of Financial Condition and Results of Operations
Our Business
Our Management
Subscriptions by Executive Officers and Trustees
Regulation and Supervision
Federal and State Taxation
The Conversion
Hampden Bank Charitable Foundation
Restrictions on Acquisition of Hampden Bancorp and Hampden Bank
Description of Hampden Bancorp Capital Stock
Transfer Agent and Registrar
Registration Requirements
Legal and Tax Opinions
Experts
Where You Can Find More Information
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
HAMPDEN BANCORP, MHC AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS
HAMPDEN BANCORP, MHC AND SUBSIDIARY CONSOLIDATED STATEMENTS OF INCOME
HAMPDEN BANCORP, MHC AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CHANGES IN RETAINED EARNINGS Years Ended June 30, 2006, 2005 and 2004
HAMPDEN BANCORP, MHC AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS
HAMPDEN BANCORP, MHC AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Years Ended June 30, 2006, 2005 and 2004
HAMPDEN BANCORP, MHC AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Concluded)
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
SIGNATURES
EXHIBIT INDEX

EX-1.1

                                                                     Exhibit 1.1

May 9, 2006

Mr. Thomas R. Burton
President and Chief Executive Officer
Hampden Bancorp, MHC
19 Harrison Avenue
Springfield, MA  01103

Dear Mr. Burton:

This proposal is in connection with the intention of Hampden Bancorp, MHC (the
"Client" or "Bank") to convert from a mutual to a capital stock form of
organization (the "Conversion"). In order to effect the Conversion, it is
contemplated that all of the Bank's common stock to be outstanding pursuant to
the Conversion will be issued to a holding company (the "Company") to be formed
by the Bank, and that the Company will offer and sell shares of its common stock
first to eligible persons (pursuant to the Bank's Plan of Conversion) in a
Subscription and Community Offering as defined in the Bank's Plan of Conversion.

Keefe, Bruyette and Woods ("KBW") will act as the Bank's and the Company's
exclusive financial advisor and marketing agent in connection with the
Conversion and stock issuance. This letter sets forth selected terms and
conditions of our engagement.

1.   ADVISORY/CONVERSION SERVICES. As the Bank's and Company's financial advisor
and marketing agent, KBW will provide the Bank and the Company with a
comprehensive program of services designed to promote an orderly, efficient,
cost-effective and long-term stock distribution. KBW will provide financial and
logistical advice to the Bank and the Company concerning the Conversion and
related issues. KBW will assist in providing Conversion enhancement services
intended to maximize stock sales in the Subscription Offering and to residents
of the Bank's market area, if necessary, in the Community Offering.

KBW shall provide financial advisory services to the Bank which are typical in
connection with an equity offering and include, but are not limited to,
financial analysis of the Client with a focus on identifying factors which
impact the valuation of the common stock and provide the appropriate
recommendations for the betterment of the equity valuation.

Additionally, post Conversion financial advisory services will include advice on
shareholder relations, NASDAQ or OTC-BB listing, after-market trading, dividend
policy (for both regular and special dividends), stock repurchase strategy and
communication with market makers. Prior to the closing of the Conversion, KBW
shall furnish to Client a Post-Conversion reference manual, which will include
specifics relative to these items. (The nature of the services to be provided by
KBW as the Bank's and the Company's financial advisor and marketing agent is
further described in Exhibit A attached hereto.)

2.   PREPARATION OF OFFERING DOCUMENTS. The Bank, the Company and their counsel
will draft the Registration Statement, Application for Conversion, Prospectus
and other documents to be used in connection with the Conversion. KBW will
attend meetings to review these documents



and advise you on their form and content. KBW and its counsel will draft an
appropriate agency agreement and related documents as well as marketing
materials other than the Prospectus.

3.   DUE DILIGENCE REVIEW AND CONFIDENTIALITY. Prior to filing the Registration
Statement, Application for Conversion or any offering or other documents naming
KBW as the Bank's and the Company's financial advisor and marketing agent, KBW
and its representatives will undertake substantial investigations to learn about
the Bank's business and operations ("due diligence review") in order to confirm
information provided to us and to evaluate information to be contained in the
Company's offering documents. The Bank agrees that it will make available to KBW
all relevant information, whether or not publicly available, which KBW
reasonably requests, and will permit KBW to discuss with management the
operations and prospects of the Bank. The Bank acknowledges that KBW will rely
upon the accuracy and completeness of all information received from the Bank,
its officers, directors, employees, agents and representatives, accountants and
counsel including this letter to serve as the Bank's and the Company's financial
advisor and marketing agent.

In connection with the engagement of KBW, it is contemplated that KBW will
receive from the Client certain information the Client considers confidential.
KBW agrees that it will keep confidential such information provided by and
relating to the Client. KBW shall use this confidential information solely for
the purpose of rendering services to the Client pursuant to this letter and
shall not disclose any of such confidential information to any party (other than
certain officers and employees of KBW providing services pursuant to this
engagement letter) except with the prior written consent of the Client;
provided, however, that the foregoing restriction shall not apply to any
information that is publicly available when provided or thereafter becomes
publicly available other than through disclosure by KBW or that is required to
be disclosed by KBW by judicial or administrative process in connection with any
action, suit, proceeding or investigation. Information shall be deemed "publicly
available" if it becomes a matter of public knowledge or is contained in
materials available to the public or is obtained by KBW from any source other
than the Client or its representatives, provided that such source was not to the
actual knowledge of KBW subject to a confidentiality agreement with the Client.

4.   REGULATORY FILINGS. The Bank and/or the Company will cause appropriate
Conversion and offering documents to be filed with all regulatory agencies
including, the Securities and Exchange Commission ("SEC"), the National
Association of Securities Dealers ("NASD"), FDIC, Massachusetts Department of
Banking (MDB), and such state banking and securities commissioners as may be
determined by the Bank.

5.   AGENCY AGREEMENT. The specific terms of KBW's services, including stock
offering enhancement and syndicated offering services contemplated in this
letter shall be set forth in a mutually agreed upon Agency Agreement between KBW
and the Bank and the Company to be executed prior to commencement of the
offering, and dated the date that the Company's Prospectus is declared effective
and/or authorized to be disseminated by the appropriate regulatory agencies, the
SEC, the NASD, the MDB, the FDIC and such state securities commissioners and
other regulatory agencies as required by applicable law.

6.   REPRESENTATIONS, WARRANTIES AND COVENANTS. The Agency Agreement will
provide for the



final agreed upon representations, warranties and covenants by the Bank
and KBW, and for the Company to indemnify KBW and its controlling persons (and,
if applicable, the member of the selling group and their controlling persons),
and for KBW to indemnify the Bank and the Company against certain liabilities,
including, without limitation, liabilities under the Securities Act of 1933.

7.   FEES. For the services hereunder, the Bank or the Company, or the Bank and
the Company together, shall pay the following fees to KBW at closing unless
stated otherwise:

     (a) MANAGEMENT FEE. A Management Fee of $50,000 payable in five consecutive
monthly installments of $12,500 commencing with the adoption of the Plan of
Conversion. Such fees shall be deemed to have been earned when due. Should the
Conversion be terminated for any reason not attributable to the action or
inaction of KBW, KBW shall have earned and be entitled to be paid fees accruing
through the stage at which point the termination occurred. The Management Fee
will be credited against the Success Fee in (b).

     (b) SUCCESS FEE. A Success Fee of 1.00% shall be charged based on the
aggregate purchase price of common stock sold in the Subscription Offering and
Community Offering excluding shares purchased by the Bank's officers, directors,
or employees (or members of their immediate family) plus any ESOP, charitable
foundations, tax-qualified or stock based compensation plans (except IRA's) or
similar plan created by the Bank for some or all of its directors or employees.

     (c) BROKER-DEALER PASS-THROUGH. If any shares of the Company's stock remain
available after the Subscription Offering and Community Offering, at the request
of the Bank, KBW will seek to form a syndicate of registered broker-dealers to
assist in the sale of such common stock on a best efforts basis, subject to the
terms and conditions set forth in the selected dealers agreement. KBW will
endeavor to distribute the common stock among dealers in a fashion which best
meets the distribution objectives of the Bank and the Plan of Conversion. KBW
will be paid a fee not to exceed 5.5% of the aggregate Purchase Price of the
shares of common stock sold by them. From this fee, KBW will pass onto selected
broker-dealers, who assist in the syndicated community, an amount competitive
with gross underwriting discounts charged at such time for comparable amounts of
stock sold at a comparable price per share in a similar market environment. Fees
with respect to purchases affected with the assistance of a broker/dealer other
than KBW shall be transmitted by KBW to such broker/dealer. THE DECISION TO
UTILIZE SELECTED BROKER-DEALERS WILL BE MADE BY THE BANK upon consultation with
KBW. In the event, with respect to any stock purchases, fees are paid pursuant
to this subparagraph 7(c), such fees shall be in lieu of, and not in addition
to, payment pursuant to subparagraph 7(b).

8.   ADDITIONAL SERVICES. KBW further agrees to provide financial advisory
assistance to the Company and the Bank for a period of five years following
completion of the Conversion, including formation of a dividend policy and share
repurchase program, assistance with shareholder reporting and shareholder
relations matters, general advice on mergers and acquisitions, and other related
financial matters (e.g., evaluation of business strategies regarding the use of
net proceeds), without the payment by the Company and the Bank of any fees in
addition to those set forth in Section 7 hereof. Nothing in this Agreement shall
require the



Company and the Bank to obtain such services from KBW.

9.   EXPENSES. The Bank will bear those expenses of the proposed offering
customarily borne by issuers, including, without limitation, regulatory filing
fees, SEC, DTC, "Blue Sky," and NASD filing and registration fees; the fees of
the Bank's accountants, attorneys, appraiser, transfer agent and registrar,
printing, mailing and marketing and syndicate expenses associated with the
Conversion; the fees set forth in Section 7; and fees for "Blue Sky" legal work.

KBW shall be reimbursed for reasonable out-of-pocket expenses, including costs
of travel, meals and lodging, photocopying, telephone, facsimile and couriers
not to exceed $15,000. The selection of KBW' s counsel will be done by KBW, with
the approval of the Bank. The Bank will reimburse KBW for the fees of its
counsel which will not exceed $50,000.

10.  CONDITIONS. KBW's willingness and obligation to proceed hereunder shall be
subject to, among other things, satisfaction of the following conditions in
KBW's opinion, which opinion shall have been formed in good faith by KBW after
reasonable determination and consideration of all relevant factors: (a) full and
satisfactory disclosure of all relevant material, financial and other
information in the disclosure documents and a determination by KBW, in its sole
discretion, that the sale of stock on the terms proposed is reasonable given
such disclosures; (b) no material adverse change in the condition or operations
of the Bank subsequent to the execution of the agreement; and (c) no adverse
market conditions at the time of offering which in KBW's opinion make the sale
of the shares by the Company inadvisable.

11.  BENEFIT. This Agreement shall inure to the benefit of the parties hereto
and their respective successors and to the parties indemnified pursuant to the
terms and conditions of the Agency Agreement and their successors, and the
obligations and liabilities assumed hereunder by the parties hereto shall be
binding upon their respective successors provided, however, that this Agreement
shall not be assignable by KBW.

13.  DEFINITIVE AGREEMENT. This letter reflects KBW's present intention of
proceeding to work with the Bank on its proposed Conversion. It does not create
a binding obligation on the part of the Bank, the Company or KBW except as to
the agreement to maintain the confidentiality of non-public information set
forth in Section 3, the payment of certain fees as set forth in Section 7(a) and
the assumption of expenses as set forth in Section 9, all of which shall
constitute the binding obligations of the parties hereto and which shall survive
the termination of this letter or the completion of the services furnished
hereunder and shall remain operative and in full force and effect. You further
acknowledge that any report or analysis rendered by KBW pursuant to this
engagement is rendered for use solely by the Bank and the Company and its agents
in connection with the Conversion. Accordingly, you agree that you will not
provide any such information to any other person without our prior written
consent.

KBW acknowledges that in offering the Company's common stock no person will be
authorized to give any information or to make any representation not contained
in the offering prospectus and related offering materials filed as part of a
registration statement to be declared effective in connection with the offering.
Accordingly, KBW agrees that in connection with the offering it



will not give any unauthorized information or make any unauthorized
representation. We will be pleased to elaborate on any of the matters discussed
in this letter at your convenience.

If the foregoing correctly sets forth our mutual understanding, please so
indicate by signing and returning the original copy of this letter to the
undersigned.

Sincerely,


KEEFE, BRUYETTE & WOODS

By: /s/ Patricia A. McJoynt
    ------------------------------
     Patricia A. McJoynt
     Managing Director


HAMPDEN BANCORP, MHC

By: /s/ Thomas R. Burton                       Date: May 12, 2006
    ------------------------------                   ---------------------
     Thomas R. Burton
     President and Chief Executive Officer



                                    EXHIBIT A

                          CONVERSION SERVICES PROPOSAL
                             TO HAMPDEN BANCORP, MHC

KBW provides thrift institutions converting from the mutual to stock form of
ownership with a comprehensive program of stock issuance services designed to
promote an orderly, efficient, cost-effective and long-term stock distribution.
The following list is representative of the stock issuance services, if
appropriate, we propose to perform on behalf of the Bank.

GENERAL SERVICES

Assist management and legal counsel with the design of the transaction
structure.

Analyze and make recommendations on bids from printing, transfer agent, and
appraisal firms.

Assist in drafting and distribution of press releases as required or
appropriate.

STOCK OFFERING ENHANCEMENT SERVICES

Establish and manage Stock Information Center at the Bank. Stock Information
Center personnel will track prospective investors; record stock orders; mail
order confirmations; provide the Bank's senior management with daily reports;
answer customer inquiries; and handle special situations as they arise.

Assign KBW's personnel to be at the Bank through completion of the Subscription
and Community Offerings to manage the Stock Information Center, meet with
prospective shareholders at individual and community information meetings (if
applicable), solicit local investor interest through a telemarketing campaign,
answer inquiries, and otherwise assist in the sale of stock in the Subscription
and Community Offerings. This effort will be lead by a Principal of KBW.

Create target investor list based upon review of the Bank's depositor base.

Provide intensive financial and marketing input for drafting of the prospectus.



                 STOCK OFFERING ENHANCEMENT SERVICES- CONTINUED

Prepare other marketing materials, including prospecting letters and brochures,
and media advertisements.

Arrange logistics of community information meeting(s) as required.

Prepare audio-visual presentation by senior management for community information
meeting(s).

Prepare management for question-and-answer period at community information
meeting(s).

Attend and address community information meeting(s) and be available to answer
questions.

BROKER-ASSISTED SALES SERVICES.

Arrange for broker information meeting(s) as required.

Prepare audio-visual presentation for broker information meeting(s).

Prepare script for presentation by senior management at broker information
meeting(s).

Prepare management for question-and-answer period at broker information
meeting(s).

Attend and address broker information meeting(s) and be available to answer
questions.

Produce confidential broker memorandum to assist participating brokers in
selling the Bank's common stock.

AFTER-MARKET SUPPORT SERVICES.

KBW will use their best efforts to secure a trading commitment from at least
three NASD firms, one of which will be Keefe, Bruyette & Woods, Inc.

EX-2.1

                                                                     Exhibit 2.1

                              HAMPDEN BANCORP, MHC

                               PLAN OF CONVERSION

                                   ARTICLE I.
                        INTRODUCTION - BUSINESS PURPOSE

     This Plan of Conversion (the "Plan") provides for the conversion and
reorganization of Hampden Bancorp, MHC, a Massachusetts-chartered mutual holding
company (the "MHC"), into a capital stock form of organization (the
"Conversion"). The MHC currently owns 100% of the common stock of Hampden Bank
(the "Bank"), a Massachusetts-chartered savings bank which is headquartered in
Springfield, Massachusetts. The purpose of the Conversion is to provide the Bank
and its stock holding company resulting from the conversion with greater
operating flexibility and capital resources to respond to changing regulatory
and market conditions, and to facilitate corporate transactions, including
mergers and acquisitions. Capitalized terms used but not defined in this Article
1 shall have the respective meanings set forth in Article 2 hereof.

     The Board of Trustees of the MHC currently contemplates that, following the
Conversion, all of the capital stock of the Bank will be held by a
Delaware-chartered business corporation (the "Stock Holding Company") and that
the Stock Holding Company will issue and sell its capital stock (the "Conversion
Stock") upon the terms and conditions set forth herein to Eligible Account
Holders, Supplemental Eligible Account Holders, the Employee Plans established
by the Bank or the Stock Holding Company, and Employees, Officers, directors and
trustees of the MHC and the Bank, according to the respective priorities set
forth in the Plan. Any shares not subscribed for by the foregoing classes of
Persons will be offered for sale to certain members of the public directly by
the Stock Holding Company through a Community Offering or a Syndicated Community
Offering or through an underwritten firm commitment public offering, or through
a combination thereof. The Plan provides for the combination, by merger or
otherwise, of the MHC with and into the Bank (by which the MHC will cease to
exist and by which the existing outstanding shares of the capital stock of the
Bank will be extinguished), and the issuance by the Bank of 100% of its newly
outstanding common stock to the Stock Holding Company in exchange for the
portion of the net proceeds of the Offering that is not permitted to be retained
by the Stock Holding Company. Upon the Conversion, Eligible Account Holders and
Supplemental Eligible Account Holders will be granted interests in the
liquidation account to be established by the Bank pursuant to Section 9.7
hereof.

     The Conversion is intended to enable the Bank to compete and expand more
effectively in the financial services marketplace. The Conversion is intended to
provide an additional source of capital not now available to the MHC or the Bank
to further the expansion of the activities of the Stock Holding Company and the
Bank. In addition, after the Conversion, the Stock Holding Company would have
the ability to issue additional shares of Conversion Stock to raise additional
capital or in connection with mergers or acquisitions, although no additional
capital issuance and no specific merger or acquisition are planned at the
present time. In addition, stock ownership by Officers and other Employees of
the Stock Holding Company and the Bank has proven to be an effective performance
incentive and a means of attracting and



retaining qualified personnel. Finally, the Board of Trustees of the MHC and
senior management also believe that the Conversion will be beneficial to the
population within the primary market area. The Conversion will provide local
customers and other residents with an opportunity to become equity owners of the
Stock Holding Company, and thereby participate in the possible stock price
appreciation and cash dividends, which is consistent with the objective of being
a locally-owned financial institution servicing local financial needs. The Board
of Trustees of the MHC and management believe that, through expanded local stock
ownership, current customers and non-customers who purchase Conversion Stock
will seek to enhance the financial success of the Bank through consolidation of
their banking business and increased referrals to the Bank.

     In furtherance of the MHC's commitment to its community, the MHC intends to
cause to be formed a charitable foundation (the "Foundation") as part of the
Conversion. The Foundation is intended to complement the Bank's community
reinvestment activities, including its existing charitable foundation, in a
manner that will allow the Bank's local communities to share in the growth and
profitability of the Stock Holding Company and the Bank over the long term.
Consistent with the MHC's goal, the Plan provides for the Stock Holding Company
to donate to the Foundation a number of shares of authorized but unissued
Conversion Stock in an amount up to 8.0% of the number of shares actually sold
in the Conversion.

     The Plan is subject to the approval of various regulatory agencies and must
also be approved by the affirmative vote of a majority of the total votes of the
MHC's Corporators and a majority of the MHC's Independent Corporators (who shall
constitute not less than 60% of all of the MHC's Corporators) at an annual
meeting or a special meeting called for such purpose. By approving the Plan, the
Corporators will also be approving all steps necessary or incidental to effect
the Conversion.

     The Bank, upon combination with the MHC, will succeed to all of the
presently existing rights, interests, duties and obligations of the MHC to the
extent provided by law. The deposit accounts and loan accounts of the Bank's
customers will not be affected by the Conversion. Upon Conversion, each deposit
account holder of the Bank will continue to hold exactly the same deposit
account as the holder held immediately before the Conversion. All deposit
accounts in the Bank following the Conversion will continue to be insured up to
the legal maximum by the Federal Deposit Insurance Corporation and the Deposit
Insurance Fund of the Depositors Insurance Fund in the same manner as such
deposit accounts were insured immediately before the Conversion. There will be
no change in the Bank's loans. The Conversion will not result in any reduction
of the Bank's reserves or net worth.

                                  ARTICLE II.
                                  DEFINITIONS

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

     2.1    ACTING IN CONCERT. The term "ACTING IN CONCERT" means: (a) knowing
participation in a joint activity or interdependent conscious parallel action
towards a common goal, whether or not pursuant to an express agreement; or (b)
Persons seeking to combine or pool their voting or other interests (such as
subscription rights) in the securities of an

                                       2


issuer for a common purpose, pursuant to any contract, understanding,
relationship, agreement or other arrangement, whether written or otherwise. 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 Trustees of the MHC or the Board of Directors of the
Stock Holding Company, as applicable, or their respective Officers as delegated
by such Boards and may be based on any evidence upon which such Board or such
delegatee chooses to rely, including, without limitation, joint account
relationships or the fact that such Persons have filed joint Schedules 13D with
the SEC with respect to other companies. Persons living at the same address,
whether or not related, will be deemed to be Acting in Concert unless otherwise
determined by the Board or such delegatee. Trustees of the MHC and directors of
the Stock Holding Company and the Bank shall not be deemed to be Acting in
Concert solely as a result of their membership on any such board or boards.

     2.2    AFFILIATE. An "AFFILIATE" of, or a Person "AFFILIATED" with, a
specified Person, is a Person that directly, or indirectly through one or more
intermediaries, controls, is controlled by, or is under common control with the
Person specified.

     2.3 APPLICATION. The application, including a copy of the Plan,
submitted by the MHC to the Commissioner for approval of the Conversion.

     2.4    ASSOCIATE. The term "ASSOCIATE," when used to indicate a
relationship with any Person, means: (i) any corporation or organization (other
than the Bank, the Stock Holding Company, the MHC or a majority-owned subsidiary
of any thereof) of which such Person is an 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; (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 trustee or Officer of the MHC, the Stock Holding Company or the
Bank; and (iv) any Person Acting in Concert with any of the Persons or entities
specified in clauses (i) through (iii) above; provided, however, that (i) any
Tax-Qualified Employee Plan shall not be deemed to be an Associate of any
director, trustee, Officer or Corporator of the Bank, or the MHC for the
purposes of Section 8.4 hereof, and (ii) any Tax-Qualified or Non-Tax-Qualified
Employee Plan shall not be deemed to be an Associate of any director, trustee or
Officer of the MHC, the Stock Holding Company or the Bank for any other purpose
to the extent provided in the Plan. When used to refer to a Person other than a
director or trustee or Officer of the Bank, the MHC, or the Stock Holding
Company, the Stock Holding Company or the MHC, as applicable, may determine in
its sole discretion the Persons that are Associates of other Persons. Trustees
of the MHC and directors of the Stock Holding Company and the Bank shall not be
deemed to be Associates solely as a result of their membership on such board or
boards.

     2.5    BANK. Hampden Bank, a Massachusetts-chartered savings bank.

     2.6    COMMISSIONER. The Commissioner of Banks of The Commonwealth of
Massachusetts.

                                       3


     2.7    COMMUNITY OFFERING. A Direct Community Offering and/or a Syndicated
Community Offering.

     2.8    CONVERSION. The conversion and reorganization of the MHC to stock
form pursuant to the Plan, and all steps incident or necessary thereto,
including, as applicable, (i) the combination of the MHC with and into the Bank,
pursuant to which the MHC will cease to exist and each share of the Bank's
common stock outstanding immediately prior to the effective time thereof shall
automatically be canceled, (ii) the issuance of Conversion Stock by the Stock
Holding Company in the Offering as provided herein, and (iii) the issuance to
the Stock Holding Company of the Bank's common stock to be outstanding upon
consummation of the Conversion in exchange for a portion of the net proceeds
received by the Stock Holding Company from the sale of the Conversion Stock.

     2.9    CONVERSION STOCK. The common stock, par value $0.01 per share,
authorized to be issued from time to time by the Stock Holding Company.

     2.10   CORPORATOR. A member of the MHC's Board of Corporators.

     2.11   DEPOSIT ACCOUNT. Any withdrawable deposit account offered by the
Bank, including, without limitation, savings accounts, NOW account deposits,
certificates of deposit, demand deposits, Keogh Plan, SEPs and IRA accounts for
which the Bank acts as custodian or trustee, and such other types of deposit
accounts as may then have been authorized by Massachusetts or federal law and
regulations, but not including repurchase agreements, savings bank life
insurance policies or certain escrow accounts.

     2.12   DIRECT COMMUNITY OFFERING. The offering for sale directly by the
Stock Holding Company of Conversion Stock (i) to the Local Community, as
provided in Section 7.6 of the Plan, with preference given to natural persons
residing in the Local Community, and then (ii) to the public at large. The
Direct Community Offering may be conducted simultaneously with the Subscription
Offering.

     2.13   DIVISION. The Division of Banks of The Commonwealth of
Massachusetts.

     2.14   ELIGIBLE ACCOUNT HOLDER. Any Person holding a Qualifying Deposit on
the Eligibility Record Date.

     2.15   ELIGIBILITY RECORD DATE. April 30, 2005, the date for determining
who qualifies as an Eligible Account Holder.

     2.16   EMPLOYEE. The term "EMPLOYEE" does not include a trustee, director
or Officer.

     2.17   EMPLOYEE PLAN. Any Tax-Qualified Employee Plan or Non-Tax-Qualified
Employee Plan.

     2.18   ESOP. The employee stock ownership plan to be established by the
Bank or the Stock Holding Company.

                                       4


     2.19   ESTIMATED VALUATION RANGE. The dollar range of the proposed
Offering, as determined by the Independent Appraiser before the Offering and as
it may be amended from time to time thereafter. The Estimated Valuation Range
may vary within 15% above or 15% below the midpoint of such range, with a
possible adjustment by up to 15% above the Range Maximum.

     2.20   EXCHANGE ACT. The Securities Exchange Act of 1934, as amended.

     2.21   FDIC. The Federal Deposit Insurance Corporation.

     2.22   FOUNDATION. A charitable foundation established and funded by the
Stock Holding Company immediately following the Conversion as contemplated by
Article 4 hereof. The Foundation will qualify as an exempt organization under
Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.

     2.23   GROUP MAXIMUM PURCHASE LIMIT. The limitation on the purchase of
shares of Conversion Stock established by Section 8.3, as such limit may be
increased pursuant to said Section 8.3.

     2.24   INDEPENDENT APPRAISER. The appraiser retained by the MHC and the
Bank to prepare an appraisal of the pro forma market value of the Conversion
Stock.

     2.25   INDEPENDENT CORPORATOR. A Corporator who is not an Employee,
officer, or trustee of the MHC or an Employee, officer, director, or
"significant borrower" of the Bank as determined by the Commissioner.

     2.26   INDEPENDENT VALUATION. The estimated pro forma market value of the
Conversion Stock as determined by the Independent Appraiser.

     2.27   INDIVIDUAL MAXIMUM PURCHASE LIMIT. The limitation on the purchase of
shares of Conversion Stock established by Section 8.2, as such limit may be
increased pursuant to said Section 8.2.

     2.28   INFORMATION STATEMENT. The information statement required to be sent
to the Corporators in connection with the Special Meeting.

     2.29   LIQUIDATION ACCOUNT. The liquidation account established pursuant to
Section 9.7 of the Plan.

     2.30   LOCAL COMMUNITY. The Massachusetts counties of Hampden, Berkshire
and Hampshire and the Connecticut county of Hartford.

     2.31   MARKETING AGENT. The broker-dealer responsible for organizing and
managing the Conversion and sale of the Conversion Stock.

     2.32   MARKET MAKER. A broker-dealer (i.e., any Person who engages directly
or indirectly as agent, broker, or principal in the business of offering,
buying, selling or otherwise dealing or trading in securities issued by another
Person) who, with respect to a particular

                                       5


security, (i) regularly publishes bona fide competitive bid and offer quotations
on request, and (ii) is ready, willing and able to effect transactions in
reasonable quantities at the dealer's quoted prices with other brokers or
dealers.

     2.33   MHC. Hampden Bancorp, MHC,

     2.34   a Massachusetts-chartered mutual holding company.

     2.35   [RESERVED]

     2.36   NON-TAX-QUALIFIED EMPLOYEE PLAN. Any defined benefit plan or defined
contribution plan which is not qualified under Section 401 of the Internal
Revenue Code of 1986, as amended.

     2.37   OFFERING. The Subscription Offering, the Direct Community Offering
and the Syndicated Community Offering.

     2.38   OFFICER. The President, any officer of the level of vice president
or above, and the Treasurer of the Bank, the MHC, or the Stock Holding Company,
as the case may be.

     2.39   PERSON. An individual, corporation, partnership, association,
joint-stock company, trust (including Individual Retirement Accounts, SEPs and
Keogh Accounts), unincorporated organization, government entity or political
subdivision thereof or any other entity.

     2.40   PLAN. This Plan of Conversion, as it exists on the date hereof and
as it may hereafter be amended in accordance with its terms.

     2.41   PRIORITY RIGHT. The priority right of Tax-Qualified Employee Plans
to purchase shares of Conversion Stock (up to an aggregate of 10% of the
Conversion Stock to be issued in the Conversion) prior to the rights of Eligible
Account Holders and Supplemental Eligible Account Holders to purchase such
shares to the extent, if any, that the total number of shares of Conversion
Stock offered in the Conversion is increased to an amount greater than the Range
Maximum, all as set forth in Section 7.5.3 of this Plan.

     2.42   QUALIFYING DEPOSIT. The aggregate balances of all Deposit Accounts
of an Eligible Account Holder as of the close of business on the Eligibility
Record Date or of a Supplemental Eligible Account Holder as of the close of
business on the Supplemental Eligibility Record Date, as the case may be,
provided that such aggregate balance is not less than $50.

     2.43   RANGE MAXIMUM. The valuation which is 15% above the midpoint of the
Estimated Valuation Range, as defined in Section 2.19.

     2.44   RANGE MINIMUM. The valuation which is 15% below the midpoint of the
Estimated Valuation Range, as defined in Section 2.19.

                                       6


     2.45   REGULATIONS. The regulations of the Division regarding mutual to
stock conversions of mutual holding companies.

     2.46   SEC. The Securities and Exchange Commission.

     2.47   SPECIAL MEETING. The Special Meeting of Corporators called for the
purpose of voting on the Plan.

     2.48   STOCK HOLDING COMPANY. The Delaware-chartered stock-form holding
company that-will own 100% of the capital stock of the Bank upon consummation of
the Conversion.

     2.49   SUBSCRIPTION OFFERING. The offering of Conversion Stock for
subscription by Persons holding subscription rights pursuant to the Plan.

     2.50   SUBSCRIPTION PRICE. The price per share, determined as provided in
Section 5.2 of the Plan, at which the Conversion Stock will be sold in the
Offering.

     2.51   SUBSIDIARY. A company that is controlled by another company, either
directly or indirectly through one or more subsidiaries.

     2.52   SUPPLEMENTAL ELIGIBLE ACCOUNT HOLDER. Any Person (other than
Officers, directors, trustees or Corporators, as applicable, of the MHC, or the
Bank, or their respective Associates) holding a Qualifying Deposit on the
Supplemental Eligibility Record Date.

     2.53   SUPPLEMENTAL ELIGIBILITY RECORD DATE. The supplemental record date
for determining who qualifies as a Supplemental Eligible Account Holder. The
Supplemental Eligibility Record Date shall be the last day of the calendar
quarter preceding the Commissioner's approval of the Application.

     2.54   SYNDICATED COMMUNITY OFFERING. At the discretion of the Stock
Holding Company, the offering of Conversion Stock following or contemporaneously
with the Direct Community Offering through a syndicate of broker-dealers.

     2.55   TAX-QUALIFIED EMPLOYEE PLAN. Any defined benefit plan or defined
contribution plan (including the ESOP, any stock bonus plan, profit-sharing
plan, 401(k) plan or other plan) of the Bank, the Stock Holding Company, the
MHC, or any of their respective Affiliates, which, with its related trusts,
meets the requirements to be qualified under Section 401 of the Internal Revenue
Code of 1986, as amended.

                                  ARTICLE III.
                        GENERAL PROCEDURE FOR CONVERSION

     3.1    PRECONDITIONS TO CONVERSION. The Conversion is expressly conditioned
upon prior occurrence of the following:

                                       7


            3.1.1  Approval of the Plan by the affirmative vote of a majority of
the Corporators at a regular or special meeting of such Corporators and by the
affirmative vote of a majority of Independent Corporators (who shall constitute
not less than 60% of all Corporators).

            3.1.2  Approval by the Commissioner of the Application.

     3.2    SUBMISSION OF PLAN TO COMMISSIONER. Upon approval by at least
two-thirds of all Trustees of the MHC, the Plan will be submitted to the
Commissioner as part of the Application, together with a copy of the proposed
Information Statement and all other material required by the Regulations, for
approval by the Commissioner. The MHC must also receive either private letter
rulings from the Internal Revenue Service and the Massachusetts Department of
Revenue or opinions of its counsel as to the federal income tax consequences of
the Conversion and of its tax accountants as to the Massachusetts income tax
consequences of the Conversion, in either case substantially to the effect that
the Conversion will not result in any adverse federal or Massachusetts income
tax consequence to the MHC, the Bank, the Stock Holding Company, Eligible
Account Holders or Supplemental Eligible Account Holders. Upon a determination
by the Commissioner that the Application is complete, the MHC will publish and
post public announcements and notices of the Application as required by the
Commissioner and the Regulations.

     3.3    SPECIAL MEETING OF CORPORATORS TO APPROVE THE PLAN. Following
approval of the Plan by the Commissioner, the Special Meeting shall be scheduled
in accordance with the MHC's Bylaws, and the Plan (as revised in response to
comments received from the Commissioner) and any additional information required
pursuant to the Regulations, will be submitted to the Corporators for their
consideration and approval at the Special Meeting. The MHC will mail to each
Corporator a copy of the Information Statement not less than seven (7) days
before the Special Meeting. Following approval of the Plan by the Corporators,
the MHC intends to take such steps as may be appropriate pursuant to applicable
laws and regulations to convert the MHC to a Massachusetts-chartered stock form
holding company and to otherwise effect the Conversion.

     3.4    THE STOCK HOLDING COMPANY. The Board of Trustees of the MHC and the
Board of Directors of the Bank will take all necessary steps to form the Stock
Holding Company and to complete the Offering, including the timely filing of all
necessary applications to appropriate regulatory authorities, and the filing of
a registration statement to register the sale of the Conversion Stock with the
SEC. A copy of the proposed Charter of the Stock Holding Company is attached
hereto as Exhibit 3.4(A) and a copy of the proposed Bylaws of the Stock Holding
Company are attached hereto as Exhibit 3.4(B).

     3.5    BANK CHARTER AND BYLAWS. In connection with the Conversion, the MHC
and the Bank shall take appropriate steps to cause the Charter of the Bank to be
modified and restated as set forth in Exhibit 3.5(A) attached hereto and to
cause the Bylaws of the Bank to be modified and restated as set forth in Exhibit
3.5(B) attached hereto.

     3.6    CONVERSION PROCEDURES. The Conversion will be effected in any manner
selected by the Board of Trustees of the MHC which is consistent with the
purposes of this Plan and applicable laws and regulations. The choice of which
method to use to effect the Conversion

                                       8


will be made by the Board of Trustees of the MHC immediately prior to the
consummation of the Conversion. Approval of the Plan by the Board of Trustees
and Corporators of the MHC shall also constitute (i) approval of the formation
of the Stock Holding Company as set forth herein, (ii) approval by the MHC (on
its own behalf and as the sole shareholder of the Bank) of a merger as provided
herein of the MHC with and into the Bank with the Bank being the surviving
entity, and (iii) approval of any other of the transactions that are necessary
to implement the Plan. Approval of the Plan by the Board of Directors of the
Bank shall also constitute approval of a merger as provided herein of the MHC
with and into the Bank with the Bank being the surviving entity.

     3.7    OFFER AND SALE OF CONVERSION STOCK.

            3.7.1  If the Corporators approve the Plan, and upon receipt of all
required regulatory approvals, the Conversion Stock will be offered for sale in
a Subscription Offering simultaneously to Eligible Account Holders, Supplemental
Eligible Account Holders, any Tax-Qualified Employee Plan, and directors,
trustees, Officers and Employees in the manner set forth in Article 7 hereof.
The Subscription Offering period will run for no less than twenty (20) but no
more than forty-five (45) days from the date of distribution of the Subscription
offering materials, unless extended by the Stock Holding Company with the
approval of the Commissioner. If feasible, any Conversion Stock remaining will
then be sold to the general public through a Direct Community Offering as
provided in Article 7 hereof, which may be held either subsequent to or
concurrently with the Subscription Offering.

            3.7.2  If feasible, any shares of Conversion Stock remaining unsold
after completion of the Subscription Offering and a Direct Community Offering
may, in the sole discretion of the Stock Holding Company, be sold in a
Syndicated Community offering (which may commence following or contemporaneously
with the Direct Community Offering). If for any reason a Syndicated Community
Offering cannot be effected, the Stock Holding Company will use its best efforts
to obtain other purchasers in order to meet the Range Minimum, subject to the
approval of the Commissioner. The sale of all shares of Conversion Stock to be
sold pursuant to this Plan must be completed within forty-five (45) days after
termination of the Subscription Offering, subject to the extension of such
forty-five (45) day period by the Stock Holding Company with the approval of the
Commissioner. The Stock Holding Company may seek one or more extensions of such
forty-five (45) day period if necessary to complete the sale of all shares of
Conversion Stock. If all available shares of Conversion Stock are sold in the
Subscription Offering and any Direct Community Offering, there will be no
Syndicated Community Offering and the Conversion will be consummated upon
completion of the Subscription Offering or the Direct Community Offering, as the
case may be.

                                  ARTICLE IV.
              ESTABLISHMENT AND FUNDING OF CHARITABLE FOUNDATION.

     4.1    ESTABLISHMENT OF THE FOUNDATION. As part of the Conversion, the
Stock Holding Company intends to establish the Foundation which will qualify as
an exempt organization under Section 501(c)(3) of the Internal Revenue Code of
1986, as amended, and to donate to the Foundation a number of shares of its
authorized but unissued Common Stock in an amount up to 8.0% of the number of
shares actually sold in the Conversion.

                                       9


     4.2    PURPOSES OF THE FOUNDATION; CHARITABLE CONTRIBUTIONS. The
Foundation is being formed in connection with the Conversion in order to
complement the Bank's existing community reinvestment activities, including
those of the Bank's existing charitable foundation, and to share with the Bank's
community a part of the Bank's financial success as a locally headquartered,
community minded, financial services institution. The funding of the Foundation
with Conversion Stock accomplishes this goal as it enables the community to
share in the growth and profitability of the Stock 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 the
Bank's community of not less than five percent (5.0%) of the average fair value
of Foundation assets each year, less certain expenses. In order 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 portion of the
Conversion Stock contributed to it by the Holding Company.

     4.3    BOARD OF DIRECTORS OF THE FOUNDATION. A majority of the board of
directors of the Foundation will consist of individuals who are directors or
officers of the Bank. 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.

                                   ARTICLE V.
                              SHARES TO BE OFFERED

     5.1    CONVERSION STOCK. The Conversion Stock shall be fully paid and
nonassessable. The total number of shares of Conversion Stock authorized under
the Stock Holding Company's Charter will exceed the number of shares of
Conversion Stock to be issued to the Stock Conversion Stockholders in the
Conversion. CONVERSION STOCK WILL NOT BE COVERED BY DEPOSIT INSURANCE.

     5.2    INDEPENDENT VALUATION, PURCHASE PRICE AND NUMBER OF SHARES.

            5.2.1  INDEPENDENT VALUATION. An Independent Appraiser shall be
employed by the MHC to provide it with an Independent Valuation as required by
the Regulations, which value shall be included in the prospectus (as described
in Section 6.1 of this Plan) filed with the Commissioner and the SEC. The
Trustees of the MHC shall thoroughly review and analyze the methodology and
fairness of the Independent Valuation. The Independent Valuation will be made by
a written report to the MHC, contain the factors upon which the Independent
Valuation was made and conform to procedures adopted by the Commissioner. The
Independent Valuation provided by the Independent Appraiser to the MHC before
the commencement of the Subscription Offering will contain an Estimated
Valuation Range of aggregate prices for the Conversion Stock, which range shall
reflect the anticipated pro forma market value of the Conversion Stock. Such
Estimated Valuation Range will establish a midpoint and will vary within 15%
above (the "RANGE MAXIMUM") to 15% below (the "RANGE MINIMUM") such midpoint.
The Independent Appraiser shall also present to the

                                       10


MHC at the close of the Subscription Offering a valuation of the pro forma
market value of the Conversion Stock.

            5.2.2  SUBSCRIPTION PRICE. All shares sold in the Conversion will
be sold at a uniform price per share (the "SUBSCRIPTION PRICE"), which is
expected to be determined before the commencement of the Offering. If there is a
Syndicated Community Offering, the price per share at which the Conversion Stock
is sold in such Syndicated Community Offering shall be equal to the per share
purchase price of the shares sold in the Subscription Offering and the Direct
Community Offering. The aggregate purchase price for all shares of Conversion
Stock will be equal to the estimated consolidated pro forma market value of the
Conversion Stock, as determined for such purpose by the Independent Appraiser.

            5.2.3  NUMBER OF SHARES. The total number of shares (and a range
thereof) of Conversion Stock to be issued and offered for sale will be
determined by the Stock Holding Company immediately before the commencement of
the Subscription Offering based on the Independent Valuation, the Estimated
Valuation Range and the Subscription Price. The Independent Valuation, and such
number of shares, shall be subject to adjustment thereafter if necessitated by
market or financial conditions, with the approval of the Commissioner. In
particular, the total number of shares may be increased by up to 15% above the
Range Maximum if the Independent Valuation is increased subsequent to the
commencement of the Subscription Offering to reflect changes in market and
financial conditions and the resulting aggregate purchase price is not more than
15% above the Range Maximum.

            5.2.4  INCREASE OR DECREASE IN NUMBER OF SHARES. The number of
shares of Conversion Stock to be sold in the Offering may be increased or
decreased by the Stock Holding Company, subject to the following provisions. In
the event that the aggregate purchase price of the number of shares of
Conversion Stock ordered is below the minimum of the Estimated Valuation Range,
or materially above the Range Maximum, resolicitation of purchasers may be
required, provided, however, that a resolicitation will not be required if the
number of shares increases by up to 15% above the Range Maximum. Any such
resolicitation shall be effected in such manner and within such time as the
Stock Holding Company shall establish, with the approval of the Commissioner.

            5.2.5  CONFIRMATION OF VALUATION. Notwithstanding the foregoing, no
sale of Conversion Stock may be consummated unless, before such consummation,
the Independent Appraiser confirms to the MHC and to the Commissioner that, to
the best knowledge of the Independent Appraiser, nothing of a material nature
has occurred which, taking into account all relevant factors, would cause the
Independent Appraiser to conclude that the aggregate value of all shares of
Conversion Stock ordered, at the Subscription Price, is incompatible with its
estimate of the aggregate consolidated pro forma market value of the Conversion
Stock. An increase in the aggregate value of the Conversion Stock by up to 15%
above the Range Maximum would not be deemed to be material. If such confirmation
is not received, the MHC may cancel the Conversion, resolicit and extend the
Conversion and establish a new Subscription Price and/or Estimated Valuation
Range, or hold a new Conversion or take such other action as the Commissioner
may permit. The estimated pro forma market value of the Conversion Stock shall
be determined for such purpose by an Independent Appraiser on the basis of such
appropriate factors as are not inconsistent with the Regulations and will be
confirmed

                                       11


upon completion of the Conversion. In any case, the total number of shares of
Conversion Stock to be issued and sold will be determined by the MHC as follows:
(a) the estimated aggregate pro forma market value of the Conversion Stock,
immediately after Conversion as determined by the Independent Appraiser,
expressed in terms of a specific aggregate dollar amount rather than as a range,
shall be divided by (b) the Subscription Price.

                                  ARTICLE VI.
                SUBSCRIPTION RIGHTS AND ORDERS FOR COMMON STOCK

     6.1    DISTRIBUTION OF PROSPECTUS. The Conversion shall be conducted in
compliance with the Regulations and applicable SEC regulations. As soon as
practicable after the prospectus prepared by the MHC and the Stock Holding
Company has been declared effective by the Commissioner and the SEC, copies of
the prospectus and order forms will be distributed to all Eligible Account
Holders, Supplemental Eligible Account Holders, any Tax-Qualified Employee Plan
and Employees, Officers, directors and trustees at their last known addresses
appearing on the records of the Bank for the purpose of subscribing for shares
of Conversion Stock in the Subscription Offering and will be made available (if
and when a Community Offering is held) for use by those Persons entitled to
purchase in the Community Offering.

     6.2    ORDER FORMS. Each order form will be preceded or accompanied by the
prospectus describing the Stock Holding Company, the Bank, the Conversion Stock
and the Subscription and Community Offerings. Each order form will contain,
among other things, the following:

            6.2.1  A specified date by which all order forms must be received
by the Stock Holding Company, which date shall be not less than 20 nor more than
45 days following the date on which the order forms are mailed by the Stock
Holding Company, and which date will constitute the expiration of the
Subscription Offering, unless extended;

            6.2.2  The Subscription Price per share for shares of Conversion
Stock to be sold in the Offering;

            6.2.3  A description of the minimum and maximum number of shares of
Conversion Stock that may be subscribed for pursuant to the exercise of
subscription rights or otherwise purchased in the offering;

            6.2.4  Instructions as to how the recipient of the order form is to
indicate thereon the number of shares of Conversion Stock for which such Person
elects to subscribe and the available alternative methods of payment therefor;

            6.2.5  An acknowledgment that the recipient of the order form has
received a copy of the prospectus before execution of the order form;

            6.2.6  A statement indicating the consequences of failing to
properly complete and return the order form, including a statement to the effect
that all subscription rights are nontransferable, will be void at the end of the
Subscription Offering, and can only be exercised by delivering to the Stock
Holding Company within the Subscription Offering period such

                                       12


properly completed and executed order form, together with a check or money order
in the full amount of the purchase price as specified in the order form for the
shares of Conversion Stock for which the recipient elects to subscribe in the
Subscription Offering (or by authorizing on the order form that the Bank
withdraw said amount from a Deposit Account at the Bank maintained by such
Person, but only if the MHC elects to permit such withdrawals from the type of
such Deposit Account); and

            6.2.7  A statement to the effect that the executed order form, once
received by the Stock Holding Company, may not be modified or amended by the
subscriber without the consent of the Stock Holding Company.

            Notwithstanding the above, the Stock Holding Company reserves the
right in its sole discretion to accept or reject orders received on
photocopied or faxed order forms.

     6.3    UNDELIVERED, DEFECTIVE OR LATE ORDER FORM; INSUFFICIENT PAYMENT. In
the event order forms (a) are not delivered for any reason or are returned
undelivered to the Stock Holding Company by the United States Postal Service,
(b) are not received back by the Stock Holding Company or are received by the
MHC after the expiration date specified thereon, (c) are defectively filled out
or executed, (d) are not accompanied by the full required payment for the shares
of Conversion Stock subscribed for (including cases in which Deposit Accounts
from which withdrawals are authorized are insufficient to cover the amount of
the required payment), or (e) are not mailed pursuant to a "NO MAIL" order
placed in effect by the account holder, the subscription rights of the Person to
whom such rights have been granted will lapse as though such Person failed to
return the contemplated order form within the time period specified thereon;
provided, however, that the Stock Holding Company may, but will not be required
to, waive any immaterial irregularity on any order form or require the
submission of corrected order forms or the remittance of full payment for
subscribed shares by such date as the Stock Holding Company may specify, and all
interpretations by the MHC and the Stock Holding Company, as applicable, of
terms and conditions of this Plan and of the order forms will be final.

     6.4    PAYMENT FOR STOCK.

            6.4.1  All payments for Conversion Stock subscribed for or ordered
in the Conversion must be delivered in full to the Stock Holding Company,
together with a properly completed and executed order form, except in the case
of the Syndicated Community Offering, on or before the expiration date specified
on the order form, unless such date is extended by the MHC and the Stock Holding
Company; provided, however, that if any Employee Plan subscribes 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
Conversion Stock subscribed for by such plans at the Subscription Price upon
consummation of the Conversion, provided, however, that, in the case of the ESOP
there is in force from the time of its subscription until the consummation of
the Conversion, a loan commitment to lend to the ESOP, at such time, the
aggregated Subscription Price of the shares for which it subscribed. The Stock
Holding Company or the Bank may make scheduled discretionary contributions to an
Employee Plan provided such contributions from the Bank, if any, do not cause
the Bank to fail to meet its regulatory capital requirement. Payment for
Conversion Stock may also be made by a

                                       13


participant in an Employee Plan (including the Bank's 401(k) plan) causing funds
held for such participant's benefit by an Employee Plan to be paid over for such
purchase 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.

            6.4.2  Payment for Conversion Stock shall be made either by check,
bank draft or money order, or if a purchaser has a Deposit Account in the Bank
(and if the Bank has elected to permit such withdrawals from the type of Deposit
Account maintained by such Person), such purchaser may pay for the shares
subscribed for by authorizing the Bank to make a withdrawal from the purchaser's
Deposit Account at the Bank in an amount equal to the aggregate purchase price
of such shares. No wire transfers will be accepted. Any authorized withdrawal,
whether from a savings, passbook or certificate account, shall be without
penalty as to premature withdrawal. If the authorized withdrawal is from a
certificate account, and the remaining balance does not meet the applicable
minimum balance requirements, the certificate shall be canceled at the time of
withdrawal, without penalty, and the remaining balance will earn interest at the
passbook savings rate. Funds for which a withdrawal is authorized will remain in
the purchaser's Deposit Account but may not be used by the purchaser pending
consummation of the Conversion or expiration of the 45-day period (or such
longer period as may be approved by the Commissioner) following termination of
the Subscription Offering, whichever occurs first. After consummation of the
Conversion, the withdrawal will be given effect only to the extent necessary to
satisfy the subscription (to the extent it can be filled) at the Subscription
Price. Interest submitted will continue to be earned on any amounts authorized
for withdrawal until such withdrawal is given effect. Interest on checks and
money orders will be paid by the Bank at the Bank's passbook savings rate. Such
interest will be paid from the date payment is received by the Bank until
consummation or termination of the Conversion. If for any reason the Conversion
is not consummated, all payments made by subscribers in the Conversion will be
refunded to them with interest. In case of amounts authorized for withdrawal
from Deposit Accounts, refunds will be made by canceling the authorization for
withdrawal.

                                  ARTICLE VII.
                           STOCK PURCHASE PRIORITIES

     7.1    PRIORITIES FOR OFFERING. All purchase priorities established by this
Article 7 shall be subject to the purchase limitations set forth in, and shall
be subject to adjustment as provided in, Article 8 of this Plan. In addition to
the priorities set forth in this Article 7, the MHC may establish other
priorities for the purchase of Conversion Stock, subject to the approval of the
Commissioner. The priorities for the purchase of shares in the Conversion are
set forth in the following Sections.

     7.2    CERTAIN DETERMINATIONS. All interpretations or determinations of
whether prospective purchasers are "RESIDENTS," "ASSOCIATES," or "ACTING IN
CONCERT" and any other interpretations of any and all other provisions of the
Plan shall be made by and at the sole discretion of the MHC and the Stock
Holding Company, as applicable, and may be based on whatever evidence the MHC or
the Stock Holding Company may choose to use in making any such determination.

                                       14


     7.3    MINIMUM PURCHASE; NO FRACTIONAL SHARES. The minimum purchase by any
Person shall be 25 shares (to the extent that shares of Conversion Stock are
available for purchase), provided, however, that the aggregate purchase price
for any minimum share purchase shall not exceed $500. No fractional shares will
be allocated or issued.

     7.4    OVERVIEW OF PRIORITIES. In descending order of priority, the
opportunity to purchase Conversion Stock shall be given in the Subscription
Offering to: (1) Eligible Account Holders; (2) Supplemental Eligible Account
Holders; (3) Tax-Qualified Employee Plans; and (4) Employees, Officers,
directors and trustees of the MHC and the Bank. Any shares of Conversion Stock
that are not subscribed for in the Subscription Offering at the discretion of
the Stock Holding Company may be offered for sale in a Direct Community Offering
and/or a Syndicated Community Offering on terms and conditions and procedures
satisfactory to the Stock Holding Company.

     7.5    PRIORITIES FOR SUBSCRIPTION OFFERING.

            7.5.1  FIRST PRIORITY: ELIGIBLE ACCOUNT HOLDERS. Upon approval of
the Plan by the Corporators and the receipt of permission from the Commissioner
and SEC to offer the Conversion Stock for sale, each Eligible Account Holder
shall receive, without payment therefor, nontransferable subscription rights on
a first priority basis to subscribe for a number of shares of Conversion Stock
equal to the greatest of (x) a number determined by dividing the Individual
Maximum Purchase Limit (as such term is defined in Section 8.2) by the per share
Subscription Price, (y) one-tenth of one percent (.10%) of the shares offered in
the Conversion, or (z) 15 times the product (rounded down to the nearest whole
number) obtained by multiplying (1) the total number of shares of Conversion
Stock to be issued in the Conversion by (2) a fraction, of which the numerator
is the Qualifying Deposit of the Eligible Account Holder and the denominator is
the total amount of Qualifying Deposits of all Eligible Account Holders. If
there are insufficient shares available to satisfy all subscriptions of Eligible
Account Holders, shares will be allocated to Eligible Account Holders so as to
permit each such subscribing Eligible Account Holder to purchase a number of
shares of Conversion Stock sufficient to make his or her total allocation equal
to the lesser of 100 shares or the number of shares subscribed for. Thereafter,
unallocated shares of Conversion Stock will be allocated pro rata to remaining
subscribing Eligible Account Holders whose subscriptions remain unfilled in the
same proportion that each such subscriber's Qualifying Deposit bears to the
total amount of Qualifying Deposits of all subscribing Eligible Account Holders
whose subscriptions remain unfilled. Subscription rights to purchase Conversion
Stock received by corporators, Trustees, officers, and directors of the MHC and
the Bank (and their Associates) based on their increased deposits in the Bank in
the one year preceding the Eligibility Record Date shall be subordinated to the
subscription rights of other Eligible Account Holders. To ensure proper
allocation of stock, each Eligible Account Holder must list on his or her
subscription order form all Deposit Accounts in which he or she had an ownership
interest as of the Eligibility Record Date.

            7.5.2  SECOND PRIORITY: SUPPLEMENTAL ELIGIBLE ACCOUNT HOLDERS. To
the extent there are shares remaining after satisfaction of subscriptions by
Eligible Account Holders, each Supplemental Eligible Account Holder shall
receive non-transferable subscription rights to subscribe for a number of shares
of Conversion Stock equal to the greatest of (x) a number determined by dividing
the Individual Maximum Purchase Limit by

                                       15


the per share Subscription Price, (y) one-tenth of one percent (.10%) of the
shares offered in the conversion, or (z) 15 times the product (rounded down to
the nearest whole number) obtained by multiplying (1) the total number of shares
of Conversion Stock to be issued in the Conversion by (2) a fraction, of which
the numerator is the Qualifying Deposit of the Supplemental Eligible Account
Holder and the denominator is the total amount of Qualifying Deposits of all
Supplemental Eligible Account Holders. In the event Supplemental Eligible
Account Holders subscribe for a number of shares of Conversion Stock which, when
added to the shares subscribed for by Eligible Account Holders, exceeds
available shares, the available shares of Conversion Stock will be allocated
among subscribing Supplemental Eligible Account Holders so as to permit each
subscribing Supplemental Eligible Account Holder to purchase a number of shares
of Conversion Stock sufficient to make his or her total allocation equal to the
lesser of 100 shares or the number of shares subscribed for. Thereafter,
unallocated shares will be allocated to each subscribing Supplemental Eligible
Account Holder whose subscription remains unfilled in the same proportion that
such subscriber's Qualifying Deposit on the Supplemental Eligibility Record Date
bears to the total amount of Qualifying Deposits of all subscribing Supplemental
Eligible Account Holders whose subscriptions remain unfilled.

            7.5.3  THIRD PRIORITY: TAX-QUALIFIED EMPLOYEE PLANS. To the extent
there are shares remaining after satisfaction of subscriptions by Eligible
Account Holders and Supplemental Eligible Account Holders, the Tax-Qualified
Employee Plans shall be given the opportunity to purchase in the aggregate up to
10% of the Conversion Stock issued in the Conversion. In the event that the
total number of shares of Conversion Stock offered in the Conversion is
increased to an amount greater than the Range Maximum, the Tax-Qualified
Employee Plans shall have a Priority Right to purchase any such shares exceeding
the Range Maximum (up to the aggregate of 10% of Conversion Stock to be issued
in the Conversion). If the Tax-Qualified Employee Benefit Plans are not able to
fill their orders in the Offering, then the Tax-Qualified Employee Stock Plans
may purchase shares in the open market following consummation of the Conversion.

            7.5.4  FOURTH PRIORITY: EMPLOYEES, OFFICERS, DIRECTORS, TRUSTEES
AND CORPORATORS. To the extent there are shares remaining after satisfaction of
subscriptions by Eligible Account Holders, Supplemental Eligible Account
Holders, and any Tax-Qualified Employee Plans, each Employee, Officer, director,
trustee and Corporator of the MHC, the Mid-Tier Holding Company or the Bank who
is not an Eligible Account Holder or a Supplemental Eligible Account Holder
shall receive non-transferable subscription rights to subscribe for shares of
Conversion Stock offered in the Conversion in an amount equal to the Individual
Maximum Purchase Limit; provided, however, that the aggregate number of shares
of Conversion Stock that may be purchased by Employees, Officers, directors,
trustees and Corporators in the Conversion shall be limited to 30% of the total
number of shares of Conversion Stock issued in the Conversion (including shares
purchased by Employees, Officers, directors, trustees and Corporators under this
Section 7.5.4 and under the preceding priority categories, but not including
shares purchased by the ESOP). In the event that Employees, Officers, directors,
trustees and Corporators subscribe under this Section 7.5.4 for more shares of
Conversion Stock than are available for purchase by them, the shares of
Conversion Stock available for purchase will be allocated by the Stock Holding
Company among such subscribing Persons on an equitable basis, such as by giving
weight to the period of service, compensation and position of the individual
subscriber.

                                       16


     7.6    PRIORITIES FOR DIRECT COMMUNITY OFFERING.

            7.6.1  Any shares of Conversion Stock not subscribed for in the
Subscription Offering may be offered for sale in a Direct Community Offering.
This will involve an offering of all unsubscribed shares of Conversion Stock
directly to the general public. The Direct Community Offering, if any, shall be
for a period of not more than 45 days unless extended by the Stock Holding
Company, and shall commence concurrently with, during or promptly after the
Subscription Offering. The Stock Holding Company may use a broker, dealer or
investment banking firm or firms on a best efforts basis to sell the
unsubscribed shares in the Subscription and Direct Community Offering. The Stock
Holding Company may pay a commission or other fee to such entity or entities as
to the shares sold by such entity or entities in the Subscription and Direct
Community Offering and may also reimburse such entity or entities for reasonable
expenses incurred in connection with the sale. The Conversion Stock will be
offered and sold in the Direct Community Offering, in accordance with the
Regulations, so as to achieve the widest distribution of the Conversion Stock.
In making the Direct Community Offering, the Stock Holding Company will give
preference to natural persons residing in the Local Community. Orders accepted
in the Direct Community Offering shall be filled up to a maximum not to exceed
2% of the Conversion Stock, and thereafter remaining shares shall be allocated
on an equal number of shares basis per order until all orders have been filled.
No Person may subscribe for or purchase more than the Individual Maximum
Purchase Limit of Conversion Stock in the Direct Community Offering. The Stock
Holding Company, in its sole discretion, may reject subscriptions, in whole or
in part, received from any Person under this Section 7.6.

            7.6.2  In the event of an oversubscription for shares in the Direct
Community Offering, available shares will be allocated (to the extent shares
remain available) first to cover orders of natural Persons residing in the Local
Community, so that each such Person may receive 100 shares, and thereafter, on a
pro rata basis to such Persons based on the amount of their respective
subscriptions or on such other reasonable basis as may be determined by the
Stock Holding Company. If oversubscription does not occur among natural Persons
residing in the Local Community, the allocation process to cover orders of other
Person subscribing for shares in the Direct Community Offering shall be as
described above for natural Persons.

            7.6.3  The terms "RESIDENT," "RESIDENCE," "RESIDE," or "RESIDING"
as used herein with respect to any Person shall mean any Person who occupies a
dwelling within the Local Community, has an intent to remain with the Local
Community for a period of time, and manifests the genuineness of that intent by
establishing an ongoing physical presence within the Local Community together
with an indication that such presence within the Local Community is not merely
transitory in nature. To the extent the Person is a corporation or other
business entity, the principal place of business or headquarters must be in the
Local Community. The Bank may use deposit or loan records or such other evidence
provided to it to determine whether a Person is a resident. In all cases,
however, such a determination shall be in the sole discretion of the MHC or the
Stock Holding Company.

     7.7    PRIORITIES FOR SYNDICATED COMMUNITY OFFERING.

            7.7.1  Any shares of Conversion Stock not sold in the Subscription
Offering or in the Direct Community Offering, if any, may be offered for sale to
the general public by a selling

                                       17


group of broker-dealers in a Syndicated Community Offering, subject to terms,
conditions and procedures as may be determined by the Stock Holding Company in a
manner that is intended to achieve the widest distribution of the Conversion
Stock subject to the rights of the Stock Holding Company to accept or reject in
whole or in part all orders in the Syndicated Community Offering. No Person may
purchase in the Syndicated Community Offering more than the Individual Maximum
Purchase Limit of Conversion Stock. It is expected that the Syndicated Community
Offering will commence as soon as practicable after termination of the Direct
Community Offering, if any. The Syndicated Community Offering shall be completed
within 45 days after the termination of the Subscription Offering, unless such
period is extended as provided herein. The commission in the Syndicated
Community Offering shall be determined by a marketing agreement between the
Stock Holding Company and the Marketing Agent. Such agreement shall be filed
with the Division and the SEC.

            7.7.2  If for any reason a Syndicated Community Offering of
unsubscribed shares of Conversion Stock cannot be effected or is not deemed to
be advisable, and any shares remain unsold after the Subscription Offering and
the Community Offering, if any, the Stock Holding Company may seek to make other
arrangements for the sale of the remaining shares in order to meet the Range
Minimum, including an underwritten public offering. Such other arrangements will
be subject to the approval of the Commissioner and to compliance with applicable
state and federal securities laws.

                                 ARTICLE VIII.
                      ADDITIONAL LIMITATIONS ON PURCHASES

     8.1    GENERAL. Purchases of Conversion Stock in the Conversion will be
subject to the purchase limitations set forth in this Article 8.

     8.2    INDIVIDUAL MAXIMUM PURCHASE LIMIT. This Section 8.2 sets forth the
"INDIVIDUAL MAXIMUM PURCHASE LIMIT." No Person (or Persons exercising
subscription rights through a single qualifying deposit account held jointly)
may purchase in the offering (including the Subscription Offering, the Direct
Community Offering and the Syndicated Community Offering) more than $200,000 in
value (or 20,000 shares) of Conversion Stock except that: (i) the Stock Holding
Company may, in its sole discretion and without further notice to or
solicitation of subscribers or other prospective purchasers, (x) increase such
Individual Maximum Purchase Limit to up to 5% of the number of shares of
Conversion Stock offered in the Conversion or (y) decrease such Individual
Maximum Purchase Limit to no less than one-tenth of one percent (.10%) of the
number of shares of Conversion Stock offered in the Conversion; and (ii)
Tax-Qualified Employee Plans may purchase up to 10% of the shares issued in the
Conversion. If the Stock Holding Company increases the Individual Maximum
Purchase Limit (as permitted by this Section 8.2), subscribers in the
Subscription Offering who ordered the previously-effective maximum amount will
be, and certain other large subscribers in the sole discretion of the Stock
Holding Company may be, given the opportunity to increase their subscriptions up
to the then applicable limit. Requests to purchase additional shares of
Conversion Stock under this provision will be determined by the Stock Holding
Company, in its sole discretion.

                                       18


     8.3    GROUP ACTING IN CONCERT. This Section 8.3 sets forth the "GROUP
MAXIMUM PURCHASE LIMIT." No Person and his or her Associates or group of Persons
Acting in Concert, may purchase in the offering (including the Subscription
Offering, the Direct Community Offering and the Syndicated Community Offering)
more than $300,000 or (30,000 shares) of Conversion Stock offered in the
Conversion, except that: (i) the Stock Holding Company may, in its sole
discretion and without further notice to or solicitation of subscribers or other
prospective purchasers, (x) increase such Group Maximum Purchase Limit to up to
5% of the number of shares of Conversion Stock offered in the Conversion or (y)
decrease such Group Maximum Purchase Limit to no less than one-tenth of one
percent (.10%) of the number of shares of Conversion Stock offered in the
Conversion; and (ii) Tax-Qualified Employee Plans may purchase up to 10% of the
shares issued in the Conversion. Notwithstanding the foregoing, in the event
that the Stock Holding Company increases the Individual Maximum Purchase Limit
(as permitted by Section 8.2) to a number that is in excess of the Group Maximum
Purchase Limit established by this Section 8.3, the Group Maximum Purchase Limit
shall automatically be increased so as to be equal to the Individual Maximum
Purchase Limit, as adjusted.

     8.4    PURCHASES BY OFFICERS, DIRECTORS, TRUSTEES AND CORPORATORS. The
aggregate number of shares of Conversion Stock to be purchased in the offering
by Officers, directors, trustees and Corporators of the MHC and the Bank (and
their Associates) shall not exceed 30% of the total number of shares of
Conversion Stock issued in the Conversion.

     8.5    SPECIAL RULE FOR TAX-QUALIFIED EMPLOYEE PLANS. Shares of Conversion
Stock purchased by any individual participant ("PLAN PARTICIPANT") in a
Tax-Qualified Employee Plan using funds therein pursuant to the exercise of
subscription rights granted to such Participant in his individual capacity as an
Eligible Account Holder or Supplemental Eligible Account Holder shall not be
deemed to be purchases by a Tax-Qualified Employee Plan for purposes of
calculating the maximum amount of Conversion Stock that Tax Qualified Employee
Plans may purchase pursuant to this Plan, if the individual Plan Participant
controls or directs the investment authority with respect to such account or
subaccount.

     8.6    INCREASE IN THE TOTAL NUMBER OF SHARES OFFERED. In the event that
(i) the total number of shares of Conversion Stock offered in the Conversion is
increased to an amount greater than the Range Maximum, and (ii) there shall be
additional shares of Conversion Stock available after the Tax-Qualified Employee
Plans shall have exercised their priority right (established pursuant to Section
7.5.3) to purchase shares exceeding the Range Maximum, any additional shares not
purchased by the Tax-Qualified Employee Plans will be issued to fill unfulfilled
subscriptions of other subscribers according to their respective priorities set
forth in the Plan.

     8.7    ILLEGAL PURCHASES. Notwithstanding any other provision of the Plan,
no Person shall be entitled to purchase any Conversion Stock to the extent such
purchase would be illegal under any federal law or state law or regulation or
would violate regulations or policies of the National Association of Securities
Dealers, Inc., particularly those regarding free riding and withholding. The
Stock Holding Company and/or its agents may ask for an acceptable legal opinion
from any purchaser as to the legality of such purchase and may refuse to honor
any purchase order if such opinion is not timely furnished.

                                       19


     8.8    REJECTION OF ORDERS. The Stock Holding Company has the right in its
sole discretion to reject any order submitted by a Person whose representations
the Stock Holding Company believes to be false or who it otherwise believes,
either alone or Acting in Concert with others, is violating, circumventing, or
intends to violate, evade or circumvent the terms and conditions of the Plan.

     8.9    SUBSCRIBERS IN NON-QUALIFIED STATES OR IN FOREIGN COUNTRIES. The
Stock Holding Company, in its sole discretion, may make reasonable efforts to
comply with the securities laws of any state in the United States in which its
depositors reside, and will only offer and sell the Conversion Stock in states
in which the offers and sales comply with such states' securities laws. However,
no Person will be offered or allowed to purchase any Conversion Stock under the
Plan if he or she resides in a foreign country or in a state of the United
States with respect to which any of the following apply: (i) a small number of
Persons otherwise eligible to purchase shares under the Plan reside in such
state or foreign county; (ii) the offer or sale of shares of Conversion Stock to
such Persons would require the Stock Holding Company or its Employees to
register, under the securities laws of such state or foreign country, as a
broker or dealer or to register or otherwise qualify its securities for sale in
such state or foreign country; or (iii) such registration or qualification would
be impracticable for reasons of cost or otherwise.

     8.10   NO OFFER TO TRANSFER SHARES. Before the consummation of the
Conversion, no Person shall offer to transfer, or enter into any agreement or
understanding to transfer the legal or beneficial ownership of any subscription
rights or shares of Conversion Stock, except pursuant to the Plan. The following
shall not constitute impermissible transfers under this Plan. Any Person having
subscription rights in his or her individual capacity as an Eligible Account
Holder or Supplemental Eligible Account Holder may exercise such subscription
rights by causing a tax-qualified plan to make such purchase using funds
allocated to such Person in such tax-qualified plan if such individual plan
participant controls or directs the investment authority with respect to such
account or subaccount. A tax-qualified plan that maintains an Eligible Deposit
Account in the Bank as trustee for or for the benefit of a Person who controls
or directs the investment authority with respect to such account or subaccount
("BENEFICIARY") may, in exercising its subscription rights, direct that the
Conversion Stock be issued in the name of such individual Beneficiary in his or
her individual capacity.

     8.11   CONFIRMATION BY PURCHASERS. Each Person ordering Conversion Stock in
the Conversion will be deemed to confirm that such purchase does not conflict
with the purchase limitations in the Plan. All questions concerning whether any
Persons are Associates or a Group Acting in Concert or whether any purchase
conflicts with the purchase limitations in the Plan or otherwise violates any
provision of the Plan shall be determined by the Stock Holding Company in its
sole discretion. Such determination shall be conclusive, final and binding on
all Persons and the Stock Holding Company may take any remedial action,
including without limitation rejecting the purchase or referring the matter to
the Commissioner for action, as in its sole discretion the Stock Holding Company
may deem appropriate.

                                       20


                                  ARTICLE IX.
                             POST OFFERING MATTERS

     9.1    STOCK PURCHASES AFTER THE CONVERSION. For a period of three years
after the proposed Conversion, no Officer, director, trustee or Corporator of
the MHC, the Stock Holding Company or the Bank, or his or her Associates, may
purchase, without the prior written approval of the Commissioner, any Conversion
Stock:

            (i)  from the Stock Holding Company, or

            (ii) except from a broker-dealer registered with the SEC,

provided that the foregoing shall not apply to (x) negotiated transactions
involving more than 1% of the outstanding Conversion Stock, or (y) purchases of
stock made by and held by or otherwise made pursuant to any Tax-Qualified or
Non-Tax-Qualified Employee Plan of the Bank or the Stock Holding Company even if
such stock is attributable to Officers, directors or their Associates.

     9.2    RESALES OF STOCK BY MANAGEMENT PERSONS. Conversion Stock purchased
in the Conversion by Officers, directors, trustees and Corporators of the Bank,
the Stock Holding Company, the MHC or their Associates, may not be resold for a
period of at least one year following the date of purchase, except in the case
of death or substantial disability, as determined by the Commissioner, of such
person, or upon the written approval of the Commissioner.

     9.3    STOCK CERTIFICATES. Each stock certificate shall bear a legend
giving appropriate notice of the restrictions set forth in Section 9.2.
Appropriate instructions shall be issued to the Stock Holding Company's transfer
agent with respect to applicable restrictions on transfers of such stock. Any
shares of stock issued as a stock dividend, stock split or otherwise with
respect to such restricted stock, shall be subject to the same restrictions as
apply to the restricted stock.

     9.4    RESTRICTION ON FINANCING STOCK PURCHASES. The Stock Holding Company
will not offer or sell any of the Conversion Stock proposed to be issued to any
Person whose purchase would be financed by funds loaned, directly or indirectly,
to the Person by the Stock Holding Company, the Bank or any of their Affiliates.

     9.5    STOCK BENEFIT PLANS. The Board of Directors of the Bank and/or the
Stock Holding Company are permitted under the Regulations, and may decide, to
adopt one or more stock benefit plans for the benefit of the Employees, Officers
and directors of the Bank and Stock Holding Company, including an ESOP, an
Employer Stock Fund option in the 401(k) plan, stock award plans and stock
option plans, which will be authorized to purchase Conversion Stock and grant
options for Conversion Stock. However, only the Tax-Qualified Employee Plans
will be permitted to purchase Conversion Stock in the Conversion subject to the
purchase priorities set forth in the Plan. Pursuant to the Regulations, the
Stock Holding Company may authorize the ESOP and any other Tax-Qualified
Employee Plans to purchase in the aggregate up to 10% of the Conversion Stock to
be issued. The Bank or the Stock Holding Company may make scheduled
discretionary contributions to one or more Tax-Qualified Employee Plans to

                                       21


purchase Conversion Stock or to purchase issued and outstanding shares of
Conversion Stock or authorized but unissued shares of Conversion Stock
subsequent to the completion of the Conversion, provided, however, that such
contributions do not cause the Bank to fail to meet any of its regulatory
capital requirements. The Plan specifically authorizes the grant and issuance by
the Stock Holding Company and/or the Bank of (i) awards of Conversion Stock
after the Conversion pursuant to one or more stock recognition and award plans
(the "RECOGNITION PLANS") in an amount equal to up to 4% of the number of shares
of Conversion Stock issued in the Conversion, (ii) options to purchase a number
of shares of Conversion Stock in an amount equal to up to 10% of the number of
shares of Conversion Stock issued in the Conversion, and shares of Conversion
Stock issuable upon exercise of such options, and (iii) Conversion Stock to one
or more Tax Qualified Employee Plans, including the ESOP, at the closing of the
Conversion or at any time thereafter, in an amount equal to up to 10% of the
number of shares of Conversion Stock issued in the Conversion. Shares awarded to
the Tax Qualified Employee Plans or pursuant to the Recognition Plans, and
shares issued upon exercise of options may be authorized but unissued shares of
the Conversion Stock, or shares of the Conversion Stock purchased by the Stock
Holding Company, the Bank or such plans in the open market. No Recognition Plans
or stock option plans have yet been adopted by the Stock Holding Company or the
Bank, and no such plans will be submitted for the approval of the Stock Holding
Company's stockholders at a meeting held earlier than six months after
completion of the Conversion.

     9.6    MARKET FOR CONVERSION STOCK. If at the close of the Conversion the
Stock Holding Company has more than 300 stockholders of any class of stock, the
Stock Holding Company shall use its best efforts to:

            9.6.1  Encourage and assist a Market Maker to establish and maintain
a market for that class of stock; and

            9.6.2  List that class of stock on a national or regional securities
exchange, or on the Nasdaq system.

            9.6.3  Register the Conversion Stock with the SEC pursuant to the
Exchange Act, and undertake not to deregister such Conversion Stock for a period
of three years thereafter.

     9.7    LIQUIDATION ACCOUNT.

            9.7.1  The Bank shall, at the time of the Conversion, establish a
Liquidation Account in an amount equal to the net worth of the Bank as of the
date of the latest consolidated statement of financial condition contained in
the final Prospectus distributed in connection with the Conversion. The function
of the Liquidation Account is to establish a priority on liquidation and, except
as otherwise provided in this Section 9.7, the existence of the Liquidation
Account shall not operate to restrict the use or application of any of the net
worth accounts of the Bank or the Stock Holding Company. The Liquidation Account
will be maintained by the Bank for the benefit of the Eligible Account Holders
and Supplemental Eligible Account Holders who continue to maintain Deposit
Accounts with the Bank following the Conversion. Each Eligible Account Holder
and Supplemental Eligible Account Holder shall, with respect to each Deposit
Account, hold a related inchoate interest in a portion of the Liquidation
Account balance, in

                                       22


relation to each Deposit Account balance at the Eligibility Record Date or
Supplemental Eligibility Record Date, as the case may be, or to such balance as
it may be subsequently reduced, as hereinafter provided. The initial Liquidation
Account balance shall not be increased, and shall be subject to downward
adjustment to the extent of any downward adjustment of any subaccount balance of
any Eligible Account Holder or Supplemental Eligible Account Holder in
accordance with 209 CMR 33.05(12).

            9.7.2  In the unlikely event of a complete liquidation of the Bank
(and only in such event), following all liquidation payments to creditors
(including those to depositors to the extent of their Deposit Accounts) each
Eligible Account Holder and Supplemental Eligible Account Holder shall be
entitled to receive a liquidating distribution from the Liquidation Account, in
the amount of the then-adjusted subaccount balances for his or her deposit
accounts then held, before any liquidating distribution may be made to any
holder of the Bank's capital stock. No merger, consolidation, reorganization, or
purchase of bulk assets with assumption of deposit accounts and other
liabilities, or similar transactions with an FDIC-insured institution, in which
the Bank is not the surviving institution, shall be deemed to be a complete
liquidation for this purpose. In such transactions, the Liquidation Account
shall be assumed by the surviving institution.

            9.7.3  The initial subaccount balance for a Deposit Account held by
an Eligible Account Holder and/or Supplemental Eligible Account Holder shall be
determined by multiplying the opening balance in the Liquidation Account by a
fraction, the numerator of which is the amount of such Eligible Account Holder's
or Supplemental Eligible Account Holder's Qualifying Deposit and the denominator
of which is the total amount of all Qualifying Deposits of all Eligible Account
Holders and Supplemental Eligible Account Holders in the Bank. For Deposit
Accounts in existence on both dates, separate subaccounts shall be determined on
the basis of the Qualifying Deposits in such Deposit Accounts on such record
dates. Such initial subaccount balance shall not be increased by additional
Deposits, but shall be subject to downward adjustment as described below.

            9.7.4  If, at the close of business on the last day of any period
for which the Stock Holding Company has prepared audited financial statements
subsequent to the effective date of the Conversion, the deposit balance in the
Deposit Account of an Eligible Account Holder or Supplemental Eligible Account
Holder is less than the lesser of: (i) the balance in the Deposit Account at the
close of business on the last day of any period for which the Stock Holding
Company has prepared audited financial statements subsequent to the Eligibility
Record Date or Supplemental Eligibility Record Date; or (ii) the amount in such
Deposit Account as of the Eligibility Record Date or Supplemental Eligibility
Record Date, then the subaccount balance for such Deposit Account shall be
adjusted by reducing such subaccount balance in an amount proportionate to the
reduction in the balance of such Deposit Account. In the event of such downward
adjustment, the subaccount balance shall not be subsequently increased,
notwithstanding any subsequent increase in the deposit balance of the related
Deposit Account. If any such Deposit Account is closed, the related subaccount
shall be reduced to zero. For purposes of this Section 9.7, a time account shall
be deemed to be closed upon its maturity date regardless of any renewal thereof.
A distribution of each subaccount balance may be made only in the event of a
complete liquidation of the Bank subsequent to the Conversion and only out of
funds available for such purpose after payment of all creditors.

                                       23


            9.7.5  The Bank shall not be required to set aside funds for the
purpose of establishing the Liquidation Account, and the creation and
maintenance of the Liquidation Account shall not operate to restrict the use or
application of any of the net worth accounts of the Bank, except that the Bank
shall not declare or pay a cash dividend on, or repurchase any of, its capital
stock if the effect thereof would cause its net worth to be reduced below the
amount required for the Liquidation Account.

     9.8    PAYMENT OF DIVIDENDS. The Stock Holding Company may not declare or
pay a cash dividend on the Conversion Stock if the effect thereof would cause
its regulatory capital to be reduced below the amount required to maintain the
Liquidation Account and under FDIC rules and regulations.

     Otherwise, the Stock Holding Company may declare dividends in accordance
with applicable laws and regulations.

     9.9    REPURCHASE OF STOCK. The Stock Holding Company has no present
intention of repurchasing any of the Conversion Stock. However, based upon facts
and circumstances following the Conversion and subject to applicable regulatory
and accounting requirements, the Board of Directors of the Stock Holding Company
may determine to repurchase stock in the future. Such facts and circumstances
may include but not be limited to: (i) market and economic factors such as the
price at which the Conversion Stock is trading in the market, the volume of
trading, the attractiveness of other investment alternatives in terms of the
rate of return and risk involved in the investment, the ability to increase the
book value and/or earnings per share of the remaining outstanding shares, and
the opportunity to improve the Stock Holding Company's return on equity; (ii)
the avoidance of dilution to stockholders by not having to issue additional
shares to cover the exercise of stock options or the purchase of shares by the
ESOP in the event the ESOP is unable to acquire shares in the Subscription
Offering, or to fund the any stock plans adopted after the consummation of the
Conversion; and (iii) any other circumstances in which repurchases would be in
the best interests of the Stock Holding Company and its stockholders.

     9.10   CONVERSION EXPENSES. The Regulations require that the expenses of
the Conversion must be reasonable. The MHC will use its best efforts to assure
that the expenses incurred by the MHC and the Stock Holding Company in effecting
the Conversion will be reasonable.

     9.11   PUBLIC INSPECTION OF CONVERSION APPLICATION. The MHC and the Stock
Holding Company will maintain a copy of the Application in the main banking
office of the Bank and such copy will be available for public inspection.

     9.12   ENFORCEMENT OF TERMS AND CONDITIONS. Each of the MHC and the Stock
Holding Company shall have the right to take all such action as it, in its sole
discretion, may deem necessary, appropriate or advisable in order to monitor and
enforce the terms, conditions, limitations and restrictions contained in the
Plan and the terms, conditions and representations contained in the Order Forms,
including, but not limited to, the right to require any subscriber or purchaser
to provide evidence, in a form satisfactory to the MHC and the Stock Holding
Company, of such Person's eligibility to subscribe for or purchase shares of the

                                       24


Conversion Stock under the terms of the Plan and the absolute right (subject
only to any necessary regulatory approvals or concurrence) 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 it believes 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 MHC, the Stock Holding
Company, the Bank and their Board of Trustees, Board of Directors, Officers,
Employees and agents shall be free from any liability to any Person on account
of any such action.

     9.13   VOTING RIGHTS FOLLOWING CONVERSION. Following the Conversion, the
holders of the capital stock of the Stock Holding Company shall have exclusive
voting rights in the Stock Holding Company.

                                   ARTICLE X.
                                 MISCELLANEOUS

     10.1   INTERPRETATION OF PLAN. All interpretations of the Plan and
application of its provisions to particular circumstances by the MHC and the
Stock Holding Company shall be final, subject to the authority of the
Commissioner. When a reference is made in this Agreement to Sections or
Exhibits, such reference shall be to a Section of or Exhibit to the Plan unless
otherwise indicated. The recitals hereto constitute an integral part of the
Plan. References to Sections include subsections, which are part of the related
Section (e.g., a section numbered "Section 5.5.1" would be part of "Section 5.5"
and references to "Section 5.5" would also refer to material contained in the
subsection described as "Section 5.5.1"). The table of contents and headings
contained in the Plan are for reference purposes only and shall not affect in
any way the meaning or interpretation of the Plan. Whenever the words "include,"
"includes" or "including" are used in the Plan, they shall be deemed to be
followed by the words "without limitation."

     10.2   AMENDMENT OR TERMINATION OF THE PLAN. If deemed necessary or
desirable, the terms of the Plan may be substantively amended by the Board of
Trustees of the MHC as a result of comments from regulatory authorities or
otherwise at any time prior to approval of the Plan by the Commissioner and at
any time thereafter with the concurrence of the Commissioner. If amendments to
the Plan are made after the Special Meeting, no further approval of the
Corporators will be necessary unless otherwise required by the Commissioner. The
Plan may be terminated by the Board of Trustees in its sole discretion, at any
time prior to the Special Meeting and at any time thereafter with the
concurrence of the Commissioner. The Plan will terminate if the sale of all
shares of Conversion Stock is not completed within twenty four months from the
date of approval of the Plan by the Board of Trustees.

                                       25

EX-3.1

                                                                     EXHIBIT 3.1

                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                              HAMPDEN BANCORP, INC.

          It is hereby certified that:

          1.   The present name of the corporation (hereinafter called the
"Corporation") is Hampden Bancorp, Inc., which is the name under which the
Corporation was originally incorporated; and the date of filing the original
Certificate of Incorporation of the Corporation with the Secretary of State of
the State of Delaware is August 11, 2006.

          2.   The Certificate of Incorporation of the corporation is hereby
amended by striking out Articles FIRST through ELEVENTH thereof and by
substituting in lieu thereof new Articles FIRST through TWELFTH which are set
forth in the Amended and Restated Certificate of Incorporation hereinafter
provided for.

          3.   The provisions of the Certificate of Incorporation as heretofore
amended and/or supplemented, and as herein amended, are hereby restated and
integrated into the single instrument which is hereinafter set forth, and which
is entitled Amended and Restated Certificate of Incorporation of Hampden
Bancorp, Inc.

          4.   The Corporation has not received any payment for any of its
stock.

          5.   The amendments and the restatement herein certificated have been
duly adopted by at least a majority of the directors who have been elected and
qualified in the manner and by the vote prescribed by Section 241 and Section
245 of the General Corporation Law of the State of Delaware.

          6.   The Certificate of Incorporation of the corporation, as amended
and restated herein, shall at the effective time of this Amended and Restated
Certificate of Incorporation, read as follows:



                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                              HAMPDEN BANCORP, INC.

     FIRST: The name of the Corporation is Hampden Bancorp, Inc. (hereinafter
sometimes referred to as the "Corporation").

     SECOND: The address of the registered office of the Corporation in the
State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City
of Wilmington, County of New Castle. The name of the registered agent at that
address is The Corporation Trust Company.

     THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of the State of Delaware.

     FOURTH:

          A.   The total number of shares of all classes of stock which the
     Corporation shall have authority to issue is Thirty Million (30,000,000)
     consisting of

               1.   Five Million (5,000,000) shares of Preferred Stock, par
                    value one cent ($.01) per share (the "Preferred Stock"); and

               2.   Twenty-five Million (25,000,000) shares of Common Stock, par
                    value one cent ($.0l) per share (the "Common Stock").

          B.   The Board of Directors is authorized, subject to any limitations
     prescribed by law, to provide for the issuance of the shares of Preferred
     Stock in series, and by filing a certificate pursuant to the applicable law
     of the State of Delaware (such certificate being hereinafter referred to as
     a "Preferred Stock Designation"), to establish from time to time the number
     of shares to be included in each such series, and to fix the designation,
     powers, preferences, and rights of the shares of each such series and any
     qualifications, limitations or restrictions thereof. The number of
     authorized shares of Preferred Stock may be increased or decreased (but not
     below the number of shares thereof then outstanding) by the affirmative
     vote of the holders of a majority of the Common Stock, without a vote of
     the holders of the Preferred Stock, or of any series thereof, unless a vote
     of any such holders is required pursuant to the terms of any Preferred
     Stock Designation.

          C.   1.   Notwithstanding any other provision of this Certificate of
                    Incorporation, in no event shall any record owner of any
                    outstanding Common Stock which is beneficially owned,
                    directly or indirectly, by a person who, as of any record
                    date for the

                                        2


                    determination of stockholders entitled to vote on any
                    matter, beneficially owns in excess of ten percent (10%) of
                    the then-outstanding shares of Common Stock (the "Limit"),
                    be entitled, or permitted to any vote in respect of the
                    shares held in excess of the Limit. The number of votes
                    which may be cast by any record owner by virtue of the
                    provisions hereof in respect of Common Stock beneficially
                    owned by such person beneficially owning shares in excess of
                    the Limit shall be a number equal to the total number of
                    votes which a single record owner of all Common Stock
                    beneficially owned by such person would be entitled to cast
                    (subject to the provisions of this Article FOURTH),
                    multiplied by a fraction, the numerator of which is the
                    number of shares of such class or series which are both
                    beneficially owned by such person and owned of record by
                    such record owner and the denominator of which is the total
                    number of shares of Common Stock beneficially owned by such
                    person owning shares in excess of the Limit.

               2.   The following definitions shall apply to this Section C of
                    this Article FOURTH:

                    a.   "Affiliate" shall have the meaning ascribed to it in
                         Rule 12b-2 of the General Rules and Regulations under
                         the Securities Exchange Act of 1934, as amended, as in
                         effect on the date of filing of this Certificate of
                         Incorporation.

                    b.   "Beneficial ownership" shall be determined pursuant to
                         Rule 13d-3 of the General Rules and Regulations under
                         the Securities Exchange Act of 1934, as amended, (or
                         any successor rule or statutory provision), or, if said
                         Rule 13d-3 shall be rescinded and there shall be no
                         successor rule or provision thereto, pursuant to said
                         Rule 13d-3 as in effect on the date of filing of this
                         Certificate of Incorporation; provided, however, that a
                         person shall, in any event, also be deemed the
                         "beneficial owner" of any Common Stock:

                         (1)  which such person or any of its Affiliates
                              beneficially owns, directly or indirectly; or

                         (2)  which such person or any of its Affiliates has:
                              (i) the right to acquire (whether such right is
                              exercisable immediately or only after the passage
                              of time), pursuant to any agreement, arrangement
                              or understanding (but shall not be deemed to be
                              the beneficial owner of any voting shares solely
                              by reason of an agreement, contract, or other
                              arrangement with this Corporation to effect any
                              transaction which is described in any one or more
                              of

                                        3


                              clauses 1 through 5 of Section A of Article EIGHTH
                              of this Certificate of Incorporation ("Article
                              EIGHTH")), or upon the exercise of conversion
                              rights, exchange rights, warrants or options or
                              otherwise, or (ii) sole or shared voting or
                              investment power with respect thereto pursuant to
                              any agreement, arrangement, understanding,
                              relationship or otherwise (but shall not be deemed
                              to be the beneficial owner of any voting shares
                              solely by reason of a revocable proxy granted for
                              a particular meeting of stockholders, pursuant to
                              a public solicitation of proxies for such meeting,
                              with respect to shares of which neither such
                              person nor any such Affiliate is otherwise deemed
                              the beneficial owner); or

                         (3)  which are beneficially owned, directly or
                              indirectly, by any other person with which such
                              first mentioned person or any of its Affiliates
                              acts as a partnership, limited partnership,
                              syndicate or other group pursuant to any
                              agreement, arrangement or understanding for the
                              purpose of acquiring, holding, voting or disposing
                              of any shares of capital stock of this
                              Corporation; and provided further, however, that:
                              (1) no Director or Officer of this Corporation (or
                              any Affiliate of any such Director or Officer)
                              shall, solely by reason of any or all of such
                              Directors or Officers acting in their capacities
                              as such, be deemed, for any purposes hereof, to
                              beneficially own any Common Stock beneficially
                              owned by any other such Director or Officer (or
                              any Affiliate thereof); and (2) neither any
                              employee stock ownership or similar plan of this
                              Corporation or any subsidiary of this Corporation,
                              nor any trustee with respect thereto or any
                              Affiliate of such trustee (solely by reason of
                              such capacity of such trustee), shall be deemed,
                              for any purposes hereof, to beneficially own any
                              Common Stock held under any such plan.

                         For purposes only of computing the percentage of
                         beneficial ownership of Common Stock of a person, the
                         outstanding Common Stock shall include shares deemed
                         owned by such person through application of this
                         subsection but shall not include any other Common Stock
                         which may be issuable by this Corporation pursuant to
                         any agreement, or upon exercise of conversion rights,
                         warrants

                                        4


                         or options, or otherwise. For all other purposes, the
                         outstanding Common Stock shall include only Common
                         Stock then outstanding and shall not include any Common
                         Stock which may be issuable by. this Corporation
                         pursuant to any agreement, or upon the exercise of
                         conversion rights, warrants or options, or otherwise.

                    c.   A "person" shall include an individual, a firm, a group
                         acting in concert, a corporation, a partnership, an
                         association, a joint venture, a pool, 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
                         securities or any other entity.

               2.   The Board of Directors shall have the power to construe and
                    apply the provisions of this section and to make all
                    determinations necessary or desirable to implement such
                    provisions, including but not limited to matters with
                    respect to: (i) the number of shares of Common Stock
                    beneficially owned by any person; (ii) whether a person is
                    an Affiliate of another; (iii) whether a person has an
                    agreement, arrangement, or understanding with another as to
                    the matters referred to in the definition of beneficial
                    ownership; (iv) the application of any other definition or
                    operative provision of the section to the given facts; or
                    (v) any other matter relating to the applicability or effect
                    of this section.

               3.   The Board of Directors shall have the right to demand that
                    any person who is reasonably believed to beneficially own
                    Common Stock in excess of the Limit (or holds of record
                    Common Stock beneficially owned by any person in excess of
                    the Limit) supply the Corporation with complete information
                    as to: (i) the record owner(s) of all shares beneficially
                    owned by such person who is reasonably believed to own
                    shares in excess of the Limit; and (ii) any other factual
                    matter relating to the applicability or effect of this
                    section as may reasonably be requested of such person.

               4.   Except as otherwise provided by law or expressly provided in
                    this Section C, the presence, in person or by proxy, of the
                    holders of record of shares of capital stock of the
                    Corporation entitling the holders thereof to cast a majority
                    of the votes (after giving effect, if required, to the
                    provisions of this Section C) entitled to be cast by the
                    holders of shares of capital stock of the Corporation
                    entitled to vote shall constitute a quorum at all meetings
                    of the stockholders, and every reference in this Certificate
                    of Incorporation to a majority or other proportion of
                    capital stock (or the holders thereof) for purposes of
                    determining any quorum requirement or

                                        5


                    any requirement for stockholder consent or approval shall be
                    deemed to refer to such majority or other proportion of the
                    votes (or the holders thereof) then entitled to be cast in
                    respect of such capital stock.

               5.   Any constructions, applications or determinations made by
                    the Board of Directors pursuant to this section in good
                    faith and on the basis of such information and assistance as
                    was then reasonably available for such purpose shall be
                    conclusive and binding upon the Corporation and its
                    stockholders.

               6.   In the event any provision (or portion thereof) of this
                    Section C shall be found to be invalid, prohibited or
                    unenforceable for any reason, the remaining provisions (or
                    portions thereof) of this Section shall remain in full force
                    and effect, and shall be construed as if such invalid,
                    prohibited or unenforceable provision had been stricken
                    herefrom or otherwise rendered inapplicable, it being the
                    intent of this Corporation and its stockholders that each
                    such remaining provision (or portion thereof) of this
                    Section C remain, to the fullest extent permitted by law,
                    applicable and enforceable as to all stockholders, including
                    stockholders owning an amount of stock over the Limit,
                    notwithstanding any such finding.

     FIFTH: The following provisions are inserted for the management of the
business and the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of
its Directors and stockholders:

          A.   The business and affairs of the Corporation shall be managed by
     or under the direction of the Board of Directors. In addition to the powers
     and authority expressly conferred upon them by statute or by this
     Certificate of Incorporation or the Bylaws of the Corporation, the
     Directors are hereby empowered to exercise all such powers and do all such
     acts and things as may be exercised or done by the Corporation.

          B.   The Directors of the Corporation need not be elected by written
     ballot unless the Bylaws so provide. Stockholders shall not be permitted to
     cumulate their votes for the election of Directors.

          C.   Any action required or permitted to be taken by the stockholders
     of the Corporation must be effected at a duly called annual or special
     meeting of stockholders of the Corporation and may not be effected by any
     consent in writing by such stockholders.

          D.   Special meetings of stockholders of the Corporation may be called
     only by the Board of Directors pursuant to a resolution adopted by a
     majority of the Whole Board or as otherwise provided in the Bylaws. The
     term "Whole Board" shall mean the total number of authorized directorships
     (whether or not there exist any vacancies in previously authorized
     directorships at the time any such resolution is presented to the Board for
     adoption).

                                        6


     SIXTH:

          A.   The number of Directors shall be fixed from time to time by or in
     the manner provided in the Bylaws. The Directors shall be divided into
     three classes, with the term of office of the first class to expire at the
     first annual meeting of stockholders, the term of office of the second
     class to expire at the annual meeting of stockholders one year thereafter
     and the term of office of the third class to expire at the annual meeting
     of stockholders two years thereafter with each Director to hold office
     until his or her successor shall have been duly elected and qualified. At
     each annual meeting of stockholders following such initial classification
     and election, Directors elected to succeed those Directors whose terms
     expire shall be elected for a term of office to expire at the third
     succeeding annual meeting of stockholders after their election with each
     Director to hold office until his or her successor shall have been duly
     elected and qualified.

          B.   Subject to the rights of holders of any series of Preferred Stock
     outstanding, the newly created directorships resulting from any increase in
     the authorized number of Directors or any vacancies in the Board of
     Directors resulting from death, resignation, retirement, disqualification
     or removal from office or other cause may be filled only by a majority vote
     of the Directors then in office, though less than a quorum, and Directors
     so chosen shall hold office for a term expiring at the annual meeting of
     stockholders at which the term of office of the class to which they have
     been chosen expires. No decrease in the number of Directors constituting
     the Board of Directors shall shorten the term of any incumbent Director.

          C.   Advance notice of stockholder nominations for the election of
     Directors and of business to be brought by stockholders before any meeting
     of the stockholders of the Corporation shall be given in the manner
     provided in the Bylaws of the Corporation.

          D.   Subject to the rights of holders of any series of Preferred Stock
     then outstanding, any Director, or the entire Board of Directors, may be
     removed from office at any time, but only for cause and only by the
     affirmative vote of the holders of at least eighty percent (80%) of the
     voting power of all of the then-outstanding shares of capital stock of the
     Corporation entitled to vote generally in the election of Directors (after
     giving effect to the provisions of Article FOURTH of this Certificate of
     Incorporation ("Article FOURTH")), voting together as a single class.

     SEVENTH: The Board of Directors is expressly empowered to adopt, amend or
repeal Bylaws of the Corporation. Any adoption, amendment or repeal of the
Bylaws of the Corporation by the Board of Directors shall require the approval
of a majority of the Whole Board. The stockholders shall also have power to
adopt, amend or repeal the Bylaws of the Corporation; provided, however, that,
in addition to any vote of the holders of any class or series of stock of this
Corporation required by law or by this Certificate of Incorporation, the
affirmative vote of the holders of at least eighty percent (80%) of the voting
power of all of the then-outstanding shares of the capital stock of the
Corporation entitled to vote generally in the election of Directors (after
giving effect to the provisions of Article FOURTH), voting together

                                        7


as a single class, shall be required to adopt, amend or repeal any provisions of
the Bylaws of the Corporation.

     EIGHTH:

          A.   In addition to any affirmative vote required by law or this
     Certificate of Incorporation, and except as otherwise expressly provided in
     this Article EIGHTH:

               1.   any merger or consolidation of the Corporation or any
                    Subsidiary (as hereinafter defined) with: (i) any Interested
                    Stockholder (as hereinafter defined); or (ii) any other
                    corporation (whether or not itself an Interested
                    Stockholder) which is, or after such merger or consolidation
                    would be, an Affiliate (as hereinafter defined) of an
                    Interested Stockholder; or

               2.   any sale, lease, exchange, mortgage, pledge, transfer or
                    other disposition (in one transaction or a series of
                    transactions) to or with any Interested Stockholder, or any
                    Affiliate of any Interested Stockholder, of any assets of
                    the Corporation or any Subsidiary having an aggregate Fair
                    Market Value (as hereinafter defined) equaling or exceeding
                    twenty-five percent (25%) or more of the combined assets of
                    the Corporation and its Subsidiaries; or

               3.   the issuance or transfer by the Corporation or any
                    Subsidiary (in one transaction or a series of transactions)
                    of any securities of the Corporation or any Subsidiary to
                    any Interested Stockholder or any Affiliate of any
                    Interested Stockholder in exchange for cash, securities or
                    other property (or a combination thereof) having an
                    aggregate Fair Market Value (as hereinafter defined)
                    equaling or exceeding twenty-five percent (25%) of the
                    combined Fair Market Value of the outstanding common stock
                    of the Corporation and its Subsidiaries, except for any
                    issuance or transfer pursuant to an employee benefit plan of
                    the Corporation or any Subsidiary thereof; or

               4.   the adoption of any plan or proposal for the liquidation or
                    dissolution of the Corporation proposed by or on behalf of
                    an Interested Stockholder or any Affiliate of any Interested
                    Stockholder; or

               5.   any reclassification of securities (including any reverse
                    stock split), or recapitalization of the Corporation, or any
                    merger or consolidation of the Corporation with any of its
                    Subsidiaries or any other transaction (whether or not with
                    or into or otherwise involving an Interested Stockholder)
                    which has the effect, directly or indirectly, of increasing
                    the proportionate share of the outstanding shares of any
                    class of equity or convertible securities

                                        8


                    of the Corporation or any Subsidiary which is directly or
                    indirectly owned by any Interested Stockholder or any
                    Affiliate of any Interested Stockholder;

shall require the affirmative vote of the holders of at least eighty percent
(80%) of the voting power of the then-outstanding shares of stock of the
Corporation entitled to vote in the election of Directors (the "Voting Stock")
(after giving effect to the provisions of Article FOURTH), voting together as a
single class. Such affirmative vote shall be required notwithstanding the fact
that no vote may be required, or that a lesser percentage may be specified, by
law or by any other provisions of this Certificate of Incorporation or any
Preferred Stock Designation in any agreement with any national securities
exchange or otherwise.

     The term "Business Combination" as used in this Article EIGHTH shall mean
any transaction which is referred to in any one or more of paragraphs 1 through
5 of Section A of this Article EIGHTH.

          B.   The provisions of Section A of this Article EIGHTH shall not be
     applicable to any particular Business Combination, and such Business
     Combination shall require only such affirmative vote, if any, of the
     outstanding shares of capital stock of the Corporation as is required by
     law or by any other provision of this Certificate of Incorporation, if, in
     the case of any Business Combination that does not involve any cash or
     other consideration being received by the stockholders of the Corporation
     solely in their capacity as stockholders of the Corporation, the condition
     specified in the following paragraph 1 is met or, in the case of any other
     Business Combination, all of the conditions specified in either of the
     following paragraphs 1 or 2 are met:

               1.   The Business Combination shall have been approved by a
                    majority of the Disinterested Directors (as hereinafter
                    defined).

               2.   All of the following conditions shall have been met:

                    a.   The aggregate amount of the cash and the Fair Market
                         Value as of the date of the consummation of the
                         Business Combination of consideration other than cash
                         to be received per share by the holders of Common Stock
                         in such Business Combination shall at least be equal to
                         the higher of the following:

                         (1)  (if applicable) the Highest Per Share Price (as
                              hereinafter defined), including any brokerage
                              commissions, transfer taxes and soliciting
                              dealers' fees, paid by the Interested Stockholder
                              or any of its Affiliates for any shares of Common
                              Stock acquired by it: (i) within the two-year
                              period immediately prior to the first public
                              announcement of the proposal of the Business
                              Combination (the "Announcement Date"); or (ii) in
                              the transaction in

                                        9


                              which it became an Interested Stockholder,
                              whichever is higher; or

                         (2)  the Fair Market Value per share of Common Stock on
                              the Announcement Date or on the date on which the
                              Interested Stockholder became an Interested
                              Stockholder (such latter date is referred to in
                              this Article EIGHTH as the "Determination Date"),
                              whichever is higher.

                    b.   The aggregate amount of the cash and the Fair Market
                         Value as of the date of the consummation of the
                         Business Combination of consideration other than cash
                         to be received per share by holders of shares of any
                         class of outstanding Voting Stock other than Common
                         Stock shall be at least equal to the highest of the
                         following (it being intended that the requirements of
                         this subparagraph (b) shall be required to be met with
                         respect to every such class of outstanding Voting
                         Stock, whether or not the Interested Stockholder has
                         previously acquired any shares of a particular class of
                         Voting Stock):

                         (1)  (if applicable) the Highest Per Share Price (as
                              hereinafter defined), including any brokerage
                              commissions, transfer taxes and soliciting
                              dealers' fees, paid by the Interested Stockholder
                              for any shares of such class of Voting Stock
                              acquired by it: (i) within the two-year period
                              immediately prior to the Announcement Date; or
                              (ii) in the transaction in which it became an
                              Interested Stockholder, whichever is higher; or

                         (2)  (if applicable) the highest preferential amount
                              per share to which the holders of shares of such
                              class of Voting Stock are entitled in the event of
                              any voluntary or involuntary liquidation,
                              dissolution or winding up of the Corporation; or

                         (3)  the Fair Market Value per share of such class of
                              Voting Stock on the Announcement Date or on the
                              Determination Date, whichever is higher.

                    c.   The consideration to be received by holders of a
                         particular class of outstanding Voting Stock (including
                         Common Stock) shall be in cash or in the same form as
                         the Interested Stockholder has previously paid for
                         shares of such class of Voting Stock. If the Interested
                         Stockholder has paid for

                                       10


                         shares of any class of Voting Stock with varying forms
                         of consideration, the form of consideration to be
                         received per share by holders of shares of such class
                         of Voting Stock shall be either cash or the form used
                         to acquire the largest number of shares of such class
                         of Voting Stock previously acquired by the Interested
                         Stockholder. The price determined in accordance with
                         subparagraph B.2 of this Article EIGHTH shall be
                         subject to appropriate adjustment in the event of any
                         stock dividend, stock split, combination of shares or
                         similar event.

                    d.   After such Interested Stockholder has become an
                         Interested Stockholder and prior to the consummation of
                         such Business Combination: (1) except as approved by a
                         majority of the Disinterested Directors (as hereinafter
                         defined), there shall have been no failure to declare
                         and pay at the regular date therefor any full quarterly
                         dividends (whether or not cumulative) on any
                         outstanding stock having preference over the Common
                         Stock as to dividends or liquidation; (2) there shall
                         have been: (i) no reduction in the annual rate of
                         dividends paid on the Common Stock (except as necessary
                         to reflect any subdivision of the Common Stock), except
                         as approved by a majority of the Disinterested
                         Directors; and (ii) an increase in such annual rate of
                         dividends as necessary to reflect any reclassification
                         (including any reverse stock split), recapitalization,
                         reorganization or any similar transaction which has the
                         effect of reducing the number of outstanding shares of
                         the Common Stock, unless the failure to so increase
                         such annual rate is approved by a majority of the
                         Disinterested Directors; and (3) neither such
                         Interested Stockholder or any of its Affiliates shall
                         have become the beneficial owner of any additional
                         shares of Voting Stock except as part of the
                         transaction which results in such Interested
                         Stockholder becoming an Interested Stockholder.

                    e.   After such Interested Stockholder has become an
                         Interested Stockholder, such Interested Stockholder
                         shall not have received the benefit, directly or
                         indirectly (except proportionately as a stockholder),
                         of any loans, advances, guarantees, pledges or other
                         financial assistance or any tax credits or other tax
                         advantages provided, directly or indirectly, by the
                         Corporation, whether in anticipation of or in
                         connection with such Business Combination or otherwise.

                                       11


                    f.   A proxy or information statement describing the
                         proposed Business Combination and complying with the
                         requirements of the Securities Exchange Act of 1934, as
                         amended, and the rules and regulations thereunder (or
                         any subsequent provisions replacing such Act, and the
                         rules or regulations thereunder) shall be mailed to
                         stockholders of the Corporation at least 30 days prior
                         to the consummation of such Business Combination
                         (whether or not such proxy or information statement is
                         required to be mailed pursuant to such Act or
                         subsequent provisions).

          C.   For the purposes of this Article EIGHTH:

               1.   A "Person" shall include an individual, a firm, a group
                    acting in concert, a corporation, a partnership, an
                    association, a joint venture, a pool, 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 securities or any other
                    entity.

               2.   "Interested Stockholder" shall mean any Person (other than
                    the Corporation or any Subsidiary thereof or any employee
                    stock ownership plan formed by the Corporation or any
                    Subsidiary thereof) who or which:

                    a.   is the beneficial owner, directly or indirectly, of ten
                         percent (10%) or more of the voting power (without
                         giving effect to the provisions of Article FOURTH
                         hereof) of the outstanding Voting Stock; or

                    b.   is an Affiliate of the Corporation and at any time
                         within the two-year period immediately prior to the
                         date in question was the beneficial owner, directly or
                         indirectly, of ten percent (10%) or more of the voting
                         power (without giving effect to the provisions of
                         Article FOURTH hereof) of the then outstanding Voting
                         Stock; or

                    c.   is an assignee of or has otherwise succeeded to any
                         shares of Voting Stock which were at any time within
                         the two-year period immediately prior to the date in
                         question beneficially owned by any Interested
                         Stockholder, if such assignment or succession shall
                         have occurred in the course of a transaction or series
                         of transactions not involving a public offering within
                         the meaning of the Securities Act of 1933, as amended.

                                       12


               3.   For purposes of this Article EIGHTH, "beneficial ownership"
                    shall be determined in the manner provided in Section C of
                    Article FOURTH hereof.

               4.   "Affiliate" and "Associate" shall have the respective
                    meanings ascribed to such terms in Rule 12b-2 of the General
                    Rules and Regulations under the Securities Exchange Act of
                    1934, as amended, as in effect on the date of filing of this
                    Certificate of Incorporation.

               5.   "Subsidiary" means any corporation of which a majority of
                    any class of equity security is owned, directly or
                    indirectly, by the Corporation; provided, however, that for
                    the purposes of the definition of Interested Stockholder set
                    forth in Paragraph 2 of this Section C, the term
                    "Subsidiary" shall mean only a corporation of which a
                    majority of each class of equity security is owned, directly
                    or indirectly, by the Corporation.

               6.   "Disinterested Director" means any member of the Board of
                    Directors who is unaffiliated with the Interested
                    Stockholder and was a member of the Board of Directors prior
                    to the time that the Interested Stockholder became an
                    Interested Stockholder, and any Director who is thereafter
                    chosen to fill any vacancy of the Board of Directors or who
                    is elected and who, in either event, is unaffiliated with
                    the Interested Stockholder and in connection with his or her
                    initial assumption of office is recommended for appointment
                    or election by a majority of Disinterested Directors then on
                    the Board of Directors.

               7.   "Fair Market Value" means:

                    a.   in the case of stock, the highest closing sales price
                         of the stock during the 30-day period immediately
                         preceding the date in question of a share of such stock
                         on the National Association of Securities Dealers
                         Automated Quotation System or any system then in use,
                         or, if such stock is admitted to trading on a principal
                         United States securities exchange registered under the
                         Securities Exchange Act of 1934, as amended, Fair
                         Market Value shall be the highest sale price reported
                         during the 30-day period preceding the date in
                         question, or, if no such quotations are available, the
                         Fair Market Value on the date in question of a share of
                         such stock as determined by the Board of Directors in
                         good faith, in each case with respect to any class of
                         stock, appropriately adjusted for any dividend or
                         distribution in shares of such stock or any stock split
                         or reclassification of outstanding shares of such stock
                         into a greater number of

                                       13


                         shares of such stock or any combination or
                         reclassification of outstanding shares of such stock
                         into a smaller number of shares of such stock; and

                    b.   in the case of property other than cash or stock, the
                         Fair Market Value of such property on the date in
                         question as determined by the Board of Directors in
                         good faith.

               8.   Reference to "Highest Per Share Price" shall in each case
                    with respect to any class of stock reflect an appropriate
                    adjustment for any dividend or distribution in shares of
                    such stock or any stock split or reclassification of
                    outstanding shares of such stock into a greater number of
                    shares of such stock or any combination or reclassification
                    of outstanding shares of such stock into a smaller number of
                    shares of such stock.

               9.   In the event of any Business Combination in which the
                    Corporation survives, the phrase "consideration other than
                    cash to be received" as used in Subparagraphs (a) and (b) of
                    Paragraph 2 of Section B of this Article EIGHTH shall
                    include the shares of Common Stock and/or the shares of any
                    other class of outstanding Voting Stock retained by the
                    holders of such shares.

          D.   A majority of the Disinterested Directors of the Corporation
     shall have the power and duty to determine for the purposes of this Article
     EIGHTH, on the basis of information known to them after reasonable inquiry:
     (a) whether a person is an Interested Stockholder; (b) the number of shares
     of Voting Stock beneficially owned by any person; (c) whether a person is
     an Affiliate or Associate of another; and (d) whether the assets which are
     the subject of any Business Combination have, or the consideration to be
     received for the issuance or transfer of securities by the Corporation or
     any Subsidiary in any Business Combination has, an aggregate Fair Market
     Value equaling or exceeding twenty-five percent (25%) of the combined Fair
     Market Value of the Common Stock of the Corporation and its Subsidiaries. A
     majority of the Disinterested Directors shall have the further power to
     interpret all of the terms and provisions of this Article EIGHTH.

          E.   Nothing contained in this Article EIGHTH shall be construed to
     relieve any Interested Stockholder from any fiduciary obligation imposed by
     law.

          F.   Notwithstanding any other provisions of this Certificate of
     Incorporation or any provision of law which might otherwise permit a lesser
     vote or no vote, but in addition to any affirmative vote of the holders of
     any particular class or series of the Voting Stock required by law, this
     Certificate of Incorporation or any Preferred Stock Designation, the
     affirmative vote of the holders of at least eighty percent (80%) of the
     voting power of all of the then-outstanding shares of the Voting Stock
     (after giving effect to the provisions of Article FOURTH), voting together
     as a single class, shall be required to alter, amend or repeal this Article
     EIGHTH.

                                       14


     NINTH: The Board of Directors of the Corporation, when evaluating any offer
of another Person (as defined in Article EIGHTH hereof) to: (A) make a tender or
exchange offer for any equity security of the Corporation; (B) merge or
consolidate the Corporation with another corporation or entity; or (C) purchase
or otherwise acquire all or substantially all of the properties and assets of
the Corporation, may, in connection with the exercise of its judgment in
determining what is in the best interest of the Corporation and its
stockholders, give due consideration to all relevant factors, including, without
limitation, those factors that Directors of any subsidiary of the Corporation
may consider in evaluating any action that may result in a change or potential
change in the control of the subsidiary, and the social and economic effect of
acceptance of such offer: on the Corporation's present and future customers and
employees and those of its Subsidiaries (as defined in Article EIGHTH hereof);
on the communities in which the Corporation and its Subsidiaries operate or are
located; on the ability of the Corporation to fulfill its corporate objective as
a savings bank holding company under applicable laws and regulations; and on the
ability of its subsidiary savings institution to fulfill the objectives of a
stock form savings institution under applicable statutes and regulations.

     TENTH:

          A.   Each person who was or is made a party or is threatened to be
     made a party to or is otherwise involved in any action, suit or proceeding,
     whether civil, criminal, administrative or investigative (hereinafter a
     "proceeding"), by reason of the fact that he or she is or was a Director or
     an Officer of the Corporation or is or was serving at the request of the
     Corporation as a Director, Officer, employee or agent of another
     corporation or of a partnership, joint venture, trust or other enterprise,
     including service with respect to an employee benefit plan (hereinafter an
     "indemnitee"), whether the basis of such proceeding is alleged action in an
     official capacity as a Director, Officer, employee or agent or in any other
     capacity while serving as a Director, Officer, employee or agent, shall be
     indemnified and held harmless by the Corporation to the fullest extent
     authorized by the Delaware General Corporation Law, as the same exists or
     may hereafter be amended (but, in the case of any such amendment, only to
     the extent that such amendment permits the Corporation to provide broader
     indemnification rights than such law permitted the Corporation to provide
     prior to such amendment), against all expense, liability and loss
     (including attorneys' fees, judgments, fines, ERISA excise taxes or
     penalties and amounts paid in settlement) reasonably incurred or suffered
     by such indemnitee in connection therewith; provided, however, that, except
     as provided in Section C hereof with respect to proceedings to enforce
     rights to indemnification, the Corporation shall indemnify any such
     indemnitee in connection with a proceeding (or part thereof) initiated by
     such indemnitee only if such proceeding (or part thereof) was authorized by
     the Board of Directors of the Corporation.

          B.   The right to indemnification conferred in Section A of this
     Article TENTH shall include the right to be paid by the Corporation the
     expenses incurred in defending any such proceeding in advance of its final
     disposition (hereinafter an "advancement of expenses"); provided, however,
     that, if the Delaware General Corporation Law requires, an advancement of
     expenses incurred by an indemnitee in his or her capacity as a Director or
     Officer (and not in any other capacity in which service was or is rendered
     by such indemnitee, including, without limitation, services to an employee
     benefit plan)

                                       15


     shall be made only upon delivery to the Corporation of an undertaking
     (hereinafter an "undertaking"), by or on behalf of such indemnitee, to
     repay all amounts so advanced if it shall ultimately be determined by final
     judicial decision from which there is no further right to appeal
     (hereinafter a "final adjudication") that such indemnitee is not entitled
     to be indemnified for such expenses under this Section or otherwise. The
     rights to indemnification and to the advancement of expenses conferred in
     Sections A and B of this Article TENTH shall be contract rights and such
     rights shall continue as to an indemnitee who has ceased to be a Director,
     Officer, employee or agent and shall inure to the benefit of the
     indemnitee's heirs, executors and administrators.

          C.   If a claim under Section A or B of this Article TENTH is not paid
     in full by the Corporation within sixty days after a written claim has been
     received by the Corporation, except in the case of a claim for an
     advancement of expenses, in which case the applicable period shall be
     twenty days, the indemnitee may at any time thereafter bring suit against
     the Corporation to recover the unpaid amount of the claim. If successful in
     whole or in part in any such suit, or in a suit brought by the Corporation
     to recover an advancement of expenses pursuant to the terms of an
     undertaking, the indemnitee shall be entitled to be paid also the expenses
     of prosecuting or defending such suit. In (i) any suit brought by the
     indemnitee to enforce a right to indemnification hereunder (but not in a
     suit brought by the indemnitee to enforce a right to an advancement of
     expenses) it shall be a defense that, and (ii) in any suit by the
     Corporation to recover an advancement of expenses pursuant to the terms of
     an undertaking the Corporation shall be entitled to recover such expenses
     upon a final adjudication that, the indemnitee has not met any applicable
     standard for indemnification set forth in the Delaware General Corporation
     Law. Neither the failure of the Corporation (including its Directors who
     are not party to such action, a committee of such Directors, independent
     legal counsel, or its stockholders) to have made a determination prior to
     the commencement of such suit that indemnification of the indemnitee is
     proper in the circumstances because the indemnitee has met the applicable
     standard of conduct set forth in the Delaware General Corporation Law, nor
     an actual determination by the Corporation (including its Directors who are
     not party to such action, a committee of such Directors, independent legal
     counsel, or its stockholders) that the indemnitee has not met such
     applicable standard of conduct, shall create a presumption that the
     indemnitee has not met the applicable standard of conduct or, in the case
     of such a suit brought by the indemnitee, be a defense to such suit. In any
     suit brought by the indemnitee to enforce a right to indemnification or to
     an advancement of expenses hereunder, or by the Corporation to recover an
     advancement of expenses pursuant to the terms of an undertaking, the burden
     of proving that the indemnitee is not entitled to be indemnified, or to
     such advancement of expenses, under this Article TENTH or otherwise shall
     be on the Corporation.

          D.   The rights to indemnification and to the advancement of expenses
     conferred in this Article TENTH shall not be exclusive of any other right
     which any person may have or hereafter acquire under any statute, the
     Corporation's Certificate of Incorporation, Bylaws, agreement, vote of
     stockholders or Directors or otherwise.

                                       16


          E.   The Corporation may maintain insurance, at its expense, to
     protect itself and any Director, Officer, employee or agent of the
     Corporation or subsidiary or Affiliate or another corporation, partnership,
     joint venture, trust or other enterprise against any expense, liability or
     loss, whether or not the Corporation would have the power to indemnify such
     person against such expense, liability or loss under the Delaware General
     Corporation Law.

          F.   The Corporation may, to the extent authorized from time to time
     by the Board of Directors, grant rights to indemnification and to the
     advancement of expenses to any employee or agent of the Corporation to the
     fullest extent of the provisions of this Article TENTH with respect to the
     indemnification and advancement of expenses of Directors and Officers of
     the Corporation.

          G.   Notwithstanding any other provision set forth in the Article
     TENTH, in no event shall any payments made by the Corporation pursuant to
     this Article TENTH exceed the amount permissible under applicable state or
     federal laws, including, without limitation, Section 18(k) of the Federal
     Deposit Insurance Act and the regulations promulgated thereunder.

     ELEVENTH: A Director of this Corporation shall not be personally liable to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a Director, except for liability: (i) for any breach of the Director's
duty of loyalty to the Corporation or its stockholders; (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law; (iii) under Section 174 of the Delaware General Corporation
Law; or (iv) for any transaction from which the Director derived an improper
personal benefit. If the Delaware General Corporation Law is amended to
authorize corporate action further eliminating or limiting the personal
liability of Directors, then the liability of a Director of the Corporation
shall be eliminated or limited to the fullest extent permitted by the Delaware
General Corporation Law, as so amended.

     Any repeal or modification of the foregoing paragraph by the stockholders
of the Corporation shall not adversely affect any right or protection of a
Director of the Corporation existing at the time of such repeal or modification.

     TWELFTH: The Corporation reserves the right to amend or repeal any
provision contained in this Certificate of Incorporation in the manner
prescribed by the laws of the State of Delaware and all rights conferred upon
stockholders are granted subject to this reservation; provided, however, that,
notwithstanding any other provision of this Certificate of Incorporation or any
provision of law which might otherwise permit a lesser vote or no vote, but in
addition to any vote of the holders of any class or series of the stock of this
Corporation required by law or by this Certificate of Incorporation, the
affirmative vote of the holders of at least eighty percent (80%) of the voting
power of all of the then-outstanding shares of the capital stock of the
Corporation entitled to vote generally in the election of Directors (after
giving effect to the provisions of Article FOURTH), voting together as a single
class, shall be required to amend or repeal this Article TWELFTH, Section C of
Article FOURTH, Sections C or D of Article FIFTH, Article SIXTH, Article
SEVENTH, Article EIGHTH or Article TENTH.

                                       17


     IN WITNESS WHEREOF, this Amended and Restated Certificate of Incorporation
is executed by its President this 12th day of September, 2006.


                                            /s/ Thomas R. Burton
                                            --------------------------------
                                            Thomas R. Burton
                                            President


          ***SIGNATURE PAGE TO RESTATED CERTIFICATE OF INCORPORATION***

                                       18

EX-3.2

                                                                     EXHIBIT 3.2

                              HAMPDEN BANCORP, INC.

                           AMENDED AND RESTATED BYLAWS

                            ARTICLE I - STOCKHOLDERS

     SECTION 1.   ANNUAL MEETING.

     An annual meeting of the stockholders, for the election of Directors to
succeed those whose terms expire and for the transaction of such other business
as may properly come before the meeting, shall be held at such place, on such
date, and at such time as the Board of Directors shall each year fix, which date
shall be within thirteen (13) months subsequent to the later of the date of
incorporation or the last annual meeting of stockholders.

     SECTION 2.   SPECIAL MEETINGS.

     Subject to the rights of the holders of any class or series of preferred
stock of the Corporation, special meetings of stockholders of the Corporation
may be called only by the Board of Directors pursuant to a resolution adopted by
a majority of the total number of Directors which the Corporation would have if
there were no vacancies on the Board of Directors (hereinafter the "Whole
Board").

     SECTION 3.   NOTICE OF MEETINGS.

     Written notice of the place, date, and time of all meetings of the
stockholders shall be given, not less than ten (10) nor more than sixty (60)
days before the date on which the meeting is to be held, to each stockholder
entitled to vote at such meeting, except as otherwise provided herein or
required by law (meaning, here and hereinafter, as required from time to time by
the Delaware General Corporation Law or the Amended and Restated Certificate of
Incorporation of the Corporation).

     When a meeting is adjourned to another place, date or time, written notice
need not be given of the adjourned meeting if the place, date and time thereof
are announced at the meeting at which the adjournment is taken; provided,
however, that if the date of any adjourned meeting is more than thirty (30) days
after the date for which the meeting was originally noticed, or if a new record
date is fixed for the adjourned meeting, written notice of the place, date, and
time of the adjourned meeting shall be given in conformity herewith. At any
adjourned meeting, any business may be transacted which might have been
transacted at the original meeting.

     SECTION 4.   QUORUM.

     At any meeting of the stockholders, the holders of a majority of all of the
shares of the stock entitled to vote at the meeting, present in person or by
proxy (after giving effect to the provisions of Article FOURTH of the
Corporation's Amended and Restated Certificate of Incorporation), shall
constitute a quorum for all purposes, unless or except to the extent that the



presence of a larger number may be required by law. Where a separate vote by a
class or classes is required, a majority of the shares of such class or classes
present in person or represented by proxy (after giving effect to the provisions
of Article FOURTH of the Corporation's Amended and Restated Certificate of
Incorporation) shall constitute a quorum entitled to take action with respect to
that vote on that matter.

     If a quorum shall fail to attend any meeting, the chairman of the meeting
or the holders of a majority of the shares of stock entitled to vote who are
present, in person or by proxy, may adjourn the meeting to another place, date
or time.

     If a notice of any adjourned special meeting of stockholders is sent to all
stockholders entitled to vote thereat, stating that it will be held with those
present in person or by proxy constituting a quorum, then except as otherwise
required by law, those present in person or by proxy at such adjourned meeting
shall constitute a quorum, and all matters shall be determined by a majority of
the votes cast at such meeting.

     SECTION 5.   ORGANIZATION.

     Such person as the Board of Directors may have designated or, in the
absence of such a person, the Chairman of the Board of the Corporation or, in
his or her absence, such person as may be chosen by the holders of a majority of
the shares entitled to vote who are present, in person or by proxy, shall call
to order any meeting of the stockholders and act as chairman of the meeting. In
the absence of the Secretary of the Corporation, the secretary of the meeting
shall be such person as the chairman appoints.

     SECTION 6.   Conduct of Business.

          (a)     The chairman of any meeting of stockholders shall determine
the order of business and the procedures at the meeting, including such
regulation of the manner of voting and the conduct of discussion as seem to him
or her to be in order. The date and time of the opening and closing of the polls
for the matter or matters upon which the stockholders will vote at the meeting
shall be announced at the meeting.

          (b)     At any annual meeting of the stockholders, only such business
shall be conducted as shall have been brought before the meeting: (i) by or at
the direction of the Board of Directors; or (ii) by any stockholder of the
Corporation who is entitled to vote with respect thereto and who complies with
the notice procedures set forth in this Section 6(b). For business to be
properly brought before an annual meeting by a stockholder, the business must
relate to a proper subject matter for stockholder action and the stockholder
must have given timely notice thereof in writing to the Secretary of the
Corporation. To be timely, a stockholder's notice must be delivered or mailed to
and received at the principal executive offices of the Corporation not less than
ninety (90) days prior to the date of the annual meeting; provided, however,
that in the event that less than one hundred (100) days' notice or prior public
disclosure of the date of the meeting is given or made to stockholders, notice
by the stockholder to be timely must be received not later than the close of
business on the 10th day following the day on which such notice of the date of
the annual meeting was mailed or such public disclosure was made. A
stockholder's notice to the Secretary shall set forth as to each matter such
stockholder proposes to

                                        2


bring before the annual meeting: (i) a brief description of the business desired
to be brought before the annual meeting and the reasons for conducting such
business at the annual meeting; (ii) the name and address, as they appear on the
Corporation's books, of the stockholder proposing such business; (iii) the class
and number of shares of the Corporation's capital stock that are beneficially
owned by such stockholder; and (iv) any material interest of such stockholder in
such business. Notwithstanding anything in these Amended and Restated Bylaws to
the contrary, no business shall be brought before or conducted at an annual
meeting except in accordance with the provisions of this Section 6(b). The
Officer of the Corporation or other person presiding over the annual meeting
shall, if the facts so warrant, determine and declare to the meeting that
business was not properly brought before the meeting in accordance with the
provisions of this Section 6(b) and, if he or she should so determine, he or she
shall so declare to the meeting and any such business so determined to be not
properly brought before the meeting shall not be transacted.

     At any special meeting of the stockholders, only such business shall be
conducted as shall have been brought before the meeting by or at the direction
of the Board of Directors.

          (c)     Only persons who are nominated in accordance with the
procedures set forth in these Amended and Restated Bylaws shall be eligible for
election as Directors. Nominations of persons for election to the Board of
Directors of the Corporation may be made at a meeting of stockholders at which
directors are to be elected only: (i) by or at the direction of the Board of
Directors; or (ii) by any stockholder of the Corporation entitled to vote for
the election of Directors at the meeting who complies with the notice procedures
set forth in this Section 6(c). Such nominations, other than those made by or at
the direction of the Board of Directors, shall be made by timely notice in
writing to the Secretary of the Corporation. To be timely, a stockholder's
notice shall be delivered or mailed to and received at the principal executive
offices of the Corporation not less than ninety (90) days prior to the date of
the meeting; provided, however, that in the event that less than one hundred
(100) days' notice or prior disclosure of the date of the meeting is given or
made to stockholders, notice by the stockholder to be timely must be so received
not later than the close of business on the 10th day following the day on which
such notice of the date of the meeting was mailed or such public disclosure was
made. Such stockholder's notice shall set forth: (i) as to each person whom such
stockholder proposes to nominate for election or re-election as a Director, all
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors, or is otherwise required, in
each case pursuant to Regulation 14A under the Securities Exchange Act of 1934,
as amended (including such person's written consent to being named in the proxy
statement as a nominee and to serving as a director if elected); and (ii) as to
the stockholder giving the notice (x) the name and address, as they appear on
the Corporation's books, of such stockholder and (y) the class and number of
shares of the Corporation's capital stock that are beneficially owned by such
stockholder. At the request of the Board of Directors, any person nominated by
the Board of Directors for election as a Director shall furnish to the Secretary
of the Corporation that information required to be set forth in a stockholders
notice of nomination which pertains to the nominee. No person shall be eligible
for election as a Director of the Corporation unless nominated in accordance
with the provisions of this Section 6(c). The Officer of the Corporation or
other person presiding at the meeting shall, if the facts so warrant, determine
that a nomination was not made in accordance with such provisions and, if he or
she

                                        3


shall so determine, he or she shall so declare to the meeting and the defective
nomination shall be disregarded.

     SECTION 7.   PROXIES AND VOTING.

     At any meeting of the stockholders, every stockholder entitled to vote may
vote in person or by proxy authorized by an instrument in writing filed in
accordance with the procedure established for the meeting. Any facsimile
telecommunication or other reliable reproduction of the writing or transmission
created pursuant to this paragraph may be substituted or used in lieu of the
original writing or transmission for any and all purposes for which the original
writing or transmission could be used, provided that such copy, facsimile
telecommunication or other reproduction shall be a complete reproduction of the
entire original writing or transmission.

     All voting, including on the election of Directors but excepting where
otherwise required by law or by the governing documents of the Corporation, may
be made by a voice vote; provided, however, that upon demand therefor by a
stockholder entitled to vote or his or her proxy,. a stock vote shall be taken.
Every stock vote shall be taken by ballot, each of which shall state the name of
the stockholder or proxy voting and such other information as may be required
under the procedures established for the meeting. The Corporation shall, in
advance of any meeting of stockholders, appoint one or more inspectors to act at
the meeting and make a written report thereof. The Corporation may designate one
or more persons as alternate inspectors to replace any inspector who fails to
act. If no inspector or alternate is able to act at a meeting of stockholders,
the person presiding at the meeting shall appoint one or more inspectors to act
at the meeting. Each inspector, before entering upon the discharge of his
duties, shall take and sign an oath faithfully to execute the duties of
inspector with strict impartiality and according to the best of his ability.

     All elections shall be determined by a plurality of the votes cast, and
except as otherwise required by law or the Amended and Restated Certificate of
Incorporation, all other matters shall be determined by a majority of the votes
cast.

     SECTION 8.   STOCK LIST.

     A complete list of stockholders entitled to vote at any meeting of
stockholders, arranged in alphabetical order for each class of stock and showing
the address of each such stockholder and the number of shares registered in his
or her name, shall be open to the examination of any such stockholder, for any
purpose germane to the meeting, during ordinary business hours for a period of
at least ten (10) days prior to the meeting, either at a place within the city
where the meeting is to be held, which place shall be specified in the notice of
the meeting, or if not so specified, at the place where the meeting is to be
held.

     The stock list shall also be kept at the place of the meeting during the
whole time thereof and shall be open to the examination of any such stockholder
who is present. This list shall presumptively determine the identity of the
stockholders entitled to vote at the meeting and the number of shares held by
each of them.

                                        4


     SECTION 9.   CONSENT OF STOCKHOLDERS IN LIEU OF MEETING.

     Subject to the rights of the holders of any class or series of preferred
stock of the Corporation, any action required or permitted to be taken by the
stockholders of the Corporation must be effected at an annual or special meeting
of stockholders of the Corporation and may not be effected by any consent in
writing by such stockholders.

                         ARTICLE II - BOARD OF DIRECTORS

     SECTION 1.   GENERAL POWERS, NUMBER, TERM OF OFFICE AND LIMITATIONS.

     The business and affairs of the Corporation shall be under the direction of
its Board of Directors. The number of Directors who shall constitute the Whole
Board shall be such number as the Board of Directors shall from time to time
have designated, except that in the absence of such designation shall be
thirteen (13). The Board of Directors shall bi-annually elect a Chairman of the
Board from among its members who shall, when present, preside at its meetings.
Any director elected as Chairman of the Board shall not serve more than two full
terms as Chairman of the Board. The Chairman of the Board may not be a current
officer or employee of the Company or any of its subsidiaries.

     The Directors, other than those who may be elected by the holders of any
class or series of Preferred Stock, shall be divided, with respect to the time
for which they severally hold office, into three classes, with the term of
office of the first class to expire at the first annual meeting of stockholders,
the term of office of the second class to expire at the annual meeting of
stockholders one year thereafter and the term of office of the third class to
expire at the annual meeting of stockholders two years thereafter, with each
Director to hold office until his or her successor shall have been duly elected
and qualified. At each annual meeting of stockholders, Directors elected to
succeed those Directors whose terms then expire shall be elected for a term of
office to expire at the third succeeding annual meeting of stockholders after
their election, with each Director to hold office until his or her successor
shall have been duly elected and qualified.

     No person shall be qualified to be elected to serve as a Director if he or
she has reached, or will reach in the year of election, the age of seventy five
(75) years; provided, however, that any Director who was an existing Trustee of
Hampden Savings Bank as of February 12, 1997 shall be exempt from this
prohibition.

     SECTION 2.   VACANCIES AND NEWLY CREATED DIRECTORSHIPS.

     Subject to the rights of the holders of any class or series of Preferred
Stock, newly created directorships resulting from any increase in the authorized
number of directors or any vacancies in the Board of Directors resulting from
death, resignation, retirement, disqualification, removal from office or other
cause may be filled only by a majority vote of the Directors then in office,
though less than a quorum, and Directors so chosen shall hold office for a term
expiring at the annual meeting of stockholders at which the term of office of
the class to which they have been elected expires and until such Director's
successor shall have been duly elected and qualified. No decrease in the number
of authorized directors constituting the Board shall shorten the term of any
incumbent Director.

                                        5


     SECTION 3.   REGULAR MEETINGS.

     Regular meetings of the Board of Directors shall be held at such place or
places, on such date or dates, and at such time or times as shall have been
established by the Board of Directors and publicized among all Directors. A
notice of each regular meeting shall not be required.

     SECTION 4.   SPECIAL MEETINGS.

     Special meetings of the Board of Directors may be called by one-third (1/3)
of the Directors then in office (rounded up to the nearest whole number), by the
Chairman of the Board or the Chief Executive Officer or, in the event that the
Chairman of the Board or Chief Executive Officer are incapacitated or otherwise
unable to call such meeting, by the Secretary, and shall be held at such place,
on such date, and at such time as they, or he or she, shall fix. Notice of the
place, date, and time of each such special meeting shall be given each Director
by whom it is not waived by mailing written notice not less than five (5) days
before the meeting or by facsimile transmission of the same not less than
twenty-four (24) hours before the meeting. Unless otherwise indicated in the
notice thereof, any and all business may be transacted at a special meeting.

     SECTION 5.   QUORUM.

     At any meeting of the Board of Directors, a majority of the Whole Board
shall constitute a quorum for all purposes. If a quorum shall fail to attend any
meeting, a majority of those present may adjourn the meeting to another place,
date, or time, without further notice or waiver thereof.

     SECTION 6.   PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE.

     Members of the Board of Directors, or of any committee thereof, may
participate in a meeting of such Board or committee by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other and such participation shall
constitute presence in person at such meeting.

     SECTION 7.   CONDUCT OF BUSINESS.

     At any meeting of the Board of Directors, business shall be transacted in
such order and manner as the Board may from time to time determine, and all
matters shall be determined by the vote of a majority of the Directors present,
except as otherwise provided herein or required by law. Action may be taken by
the Board of Directors without a meeting if all members thereof consent thereto
in writing, and the writing or writings are filed with the minutes of
proceedings of the Board of Directors.

     SECTION 8.   POWERS.

     The Board of Directors may, except as otherwise required by law, exercise
all such powers and do all such acts and things as may be exercised or done by
the Corporation, including, without limiting the generality of the foregoing,
the unqualified power:

                                        6


          (1)     To declare dividends from time to time in accordance with law;

          (2)     To purchase or otherwise acquire any property, rights or
     privileges on such terms as it shall determine;

          (3)     To authorize the creation, making and issuance, in such form
     as it may determine, of written obligations of every kind, negotiable or
     non-negotiable, secured or unsecured, and to do all things necessary in
     connection therewith;

          (4)     To remove any Officer of the Corporation with or without
     cause, and from time to time to devolve the powers and duties of any
     Officer upon any other person for the time being;

          (5)     To confer upon any Officer of the Corporation the power to
     appoint, remove and suspend subordinate Officers, employees and agents;

          (6)     To adopt from time to time such stock, option, stock purchase,
     bonus or other compensation plans for Directors, Officers, employees and
     agents of the Corporation and its subsidiaries as it may determine;

          (7)     To adopt from time to time such insurance, retirement and
     other benefit plans for Directors, Officers, employees and agents of the
     Corporation and its subsidiaries as it may determine;

          (8)     To adopt from time to time regulations, not inconsistent with
     these Amended and Restated Bylaws, for the management of the Corporation's
     business and affairs; and

          (9)     To fix the compensation of officers and employees of the
     Corporation and its subsidiaries as it may determine.

     SECTION 9.   COMPENSATION OF DIRECTORS.

     Directors, as such, may receive, pursuant to resolution of the Board of
Directors, fixed fees and other compensation for their services as Directors,
including, without limitation, their services as members of committees of the
Board of Directors.

                            ARTICLE III - COMMITTEES

     SECTION 1.   COMMITTEES OF THE BOARD OF DIRECTORS.

     The Board of Directors may from time to time designate committees of the
Board, with such lawfully delegable powers and duties as it thereby confers, to
serve at the pleasure of the Board and shall, for these committees and any
others provided for herein, elect a Director or Directors to serve as the member
or members, designating, if it desires, other Directors as alternate members who
may replace any absent or disqualified member at any meeting of the committee.
In the absence or disqualification of any member of any committee and any
alternate member in his or her place, the member or members of the committee
present at the meeting and

                                        7


not disqualified from voting, whether or not he or she or they constitute a
quorum, may by unanimous vote appoint another member of the Board of Directors
to act at the meeting in the place of the absent or disqualified member.

     SECTION 2.   CONDUCT OF BUSINESS.

     Each committee may determine the procedural rules for meeting and
conducting its business and shall act in accordance therewith, except as
otherwise provided herein or required by law. Adequate provision shall be made
for notice to members of all meetings. The quorum requirements for each such
committee shall be a majority of the members of such committee unless otherwise
determined by the Board of Directors by a majority vote of the Board of
Directors which such quorum determined by a majority of the Board may be
one-third of such members and all matters considered by such committees shall be
determined by a majority vote of the members present. Action may be taken by any
committee without a meeting if all members thereof consent thereto in writing,
and the writing or writings are filed with the minutes of the proceedings of
such committee.

     SECTION 3.   NOMINATING COMMITTEE.

     The Board of Directors shall appoint a Nominating Committee of the Board,
consisting of not less than three (3) members. The Nominating Committee shall
have authority: (a) to review any nominations for election to the Board of
Directors made by a stockholder of the Corporation pursuant to Section 6(c)(ii)
of Article I of these Amended and Restated Bylaws in order to determine
compliance with such Bylaw; and (b) to recommend to the Whole Board nominees for
election to the Board of Directors to replace those Directors whose terms expire
at the annual meeting of stockholders next ensuing.

                              ARTICLE IV - OFFICERS

     SECTION 1.   GENERALLY.

          (a)     The Board of Directors as soon as may be practicable after the
annual meeting of stockholders shall choose a Chairman of the Board, Chief
Executive Officer, a President, a Chief Operating Officer, one or more Vice
Presidents, a Secretary and a Treasurer and from time to time may choose such
other officers as it may deem proper. The Chairman of the Board shall be chosen
from among the Directors, subject to Article II Section 1 of these Amended and
Restated Bylaws. Any number of offices may be held by the same person.

          (b)     The term of office of all Officers shall be until the next
annual election of Officers and until their respective successors are chosen but
any Officer may be removed from office at any time by the affirmative vote of a
majority of the authorized number of Directors then constituting the Board of
Directors.

          (c)     All Officers chosen by the Board of Directors shall have such
powers and duties as generally pertain to their respective Offices, subject to
the specific provisions of this ARTICLE IV. Such officers shall also have such
powers and duties as from time to time may be conferred by the Board of
Directors or by any committee thereof.

                                        8


     SECTION 2.   CHAIRMAN OF THE BOARD OF DIRECTORS.

     The Chairman of the Board, subject to the provisions of these Amended and
Restated Bylaws and to the direction of the Board of Directors, when present
shall preside at all meetings of the stockholders of the Corporation. The
Chairman of the Board shall perform such duties designated to him or her by the
Board of Directors and which are delegated to him or her by the Board of
Directors by resolution of the Board of Directors.

     SECTION 3.   CHIEF EXECUTIVE OFFICER.

     The Chief Executive Officer shall have general responsibility for the
management and control of the business and affairs of the Corporation and shall
perform all duties and have all powers which are commonly incident to the office
of Chief Executive Officer or which are delegated to him or her by the Board of
Directors. Subject to the direction of the Board of Directors, the Chief
Executive Officer shall have power to sign all stock certificates, contracts and
other instruments of the Corporation which are authorized and shall have general
supervision of all of the other Officers (other than the Chairman of the Board),
employees and agents of the Corporation.

     SECTION 4.   PRESIDENT.

     The President shall perform such duties and exercise such powers commonly
incident to such office or which are delegated to him or her by the Board of
Directors or Chief Executive Officer from time to time.

     SECTION 5.   CHIEF OPERATING OFFICER.

     The Chief Operating Officer shall perform such duties and exercise such
powers commonly incident to such office or which are delegated to him or her by
the Board of Directors or the Chief Executive Officer from time to time.

     SECTION 6.   VICE PRESIDENTS.

     The Vice President or Vice Presidents shall perform the duties of the
President in his or her absence or during his or her inability to act. In
addition, the Vice Presidents shall perform the duties and exercise the powers
usually incident to their respective offices and/or such other duties and powers
as may be properly assigned to them by the Board of Directors, the Chairman of
the Board or the Chief Executive Officer. A Vice President or Vice Presidents
may be designated as Executive Vice President or Senior Vice President.

     SECTION 7.   SECRETARY.

     The Secretary or Assistant Secretary shall issue notices of meetings, shall
keep their minutes, shall have charge of the seal and the corporate books, shall
perform such other duties and exercise such other powers as are usually incident
to such office and/or such other duties and powers as are properly assigned
thereto by the Board of Directors, the Chairman of the Board or the Chief
Executive Officer. Subject to the direction of the Board of Directors, the
Secretary shall have the power to sign all stock certificates.

                                        9


     SECTION 8.   TREASURER.

     The Treasurer shall be the Comptroller of the Corporation and shall have
the responsibility for maintaining the financial records of the Corporation. He
or she shall make such disbursements of the funds of the Corporation as are
authorized and shall render from time to time an account of all such
transactions and of the financial condition of the Corporation. The Treasurer
shall also perform such other duties as the Board of Directors may from time to
time prescribe. Subject to the direction of the Board of Directors, the
Treasurer shall have the power to sign all stock certificates.

     SECTION 9.   ASSISTANT SECRETARIES AND OTHER OFFICERS.

     The Board of Directors may appoint one or more Assistant Secretaries and
such other Officers who shall have such powers and shall perform such duties as
are provided in these Amended and Restated Bylaws or as may be assigned to them
by the Board of Directors, the Chairman of the Board or the President.

     SECTION 10.  ACTION WITH RESPECT TO SECURITIES OF OTHER CORPORATIONS.

     Unless otherwise directed by the Board of Directors, the Chief Executive
Officer or any Officer of the Corporation authorized by the Chief Executive
Officer shall have power to vote and otherwise act on behalf of the Corporation,
in person or by proxy, at any meeting of stockholders of or with respect to any
action of stockholders of any other corporation in which this Corporation may
hold securities and otherwise to exercise any and all rights and powers which
this Corporation may possess by reason of its ownership of securities in such
other corporation.

                                ARTICLE V - STOCK

     SECTION 1.   CERTIFICATES OF STOCK.

     Each stockholder shall be entitled to a certificate signed by, or in the
name of the Corporation by, the Chairman of the Board, or the Chief Executive
Officer, or the President and by the Secretary or an Assistant Secretary, or any
Treasurer or Assistant Treasurer, certifying the number of shares owned by him
or her. Any or all of the signatures on the certificate may be by facsimile.

     SECTION 2.   TRANSFERS OF STOCK.

     Transfers of stock shall be made only upon the transfer books of the
Corporation kept at an office of the Corporation or by transfer agents
designated to transfer shares of the stock of the Corporation. Except where a
certificate is issued in accordance with Section 4 of Article V of these Amended
and Restated Bylaws, an outstanding certificate for the number of shares
involved shall be surrendered for cancellation before a new certificate is
issued therefor.

                                       10


     SECTION 3.   RECORD DATE.

     In order that the Corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders, or to receive payment of
any dividend or other distribution or allotment of any rights or to exercise any
rights in respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action, the Board of Directors may fix a record
date, which record date shall not precede the date on which the resolution
fixing the record date is adopted and which record date shall not be more than
sixty (60) nor less than ten (10) days before the date of any meeting of
stockholders, nor more than sixty (60) days prior to the time for such other
action as hereinbefore described; provided, however, that if no record date is
fixed by the Board of Directors, the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be at the
close of business on the day next preceding the day on which notice is given or,
if notice is waived, at the close of business on the next day preceding the day
on which the meeting is held, and, for determining stockholders entitled to
receive payment of any dividend or other distribution or allotment or rights or
to exercise any rights of change, conversion or exchange of stock or for any
other purpose, the record date shall be at the close of business on the day on
which the Board of Directors adopts a resolution relating thereto.

     A determination of stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.

     SECTION 4.   LOST, STOLEN OR DESTROYED CERTIFICATES.

     In the event of the loss, theft or destruction of any certificate of stock,
another may be issued in its place pursuant to such regulations as the Board of
Directors may establish concerning proof of such loss, theft or destruction and
concerning the giving of a satisfactory bond or bonds of indemnity.

     SECTION 5.   REGULATIONS.

     The issue, transfer, conversion and registration of certificates of stock
shall be governed by such other regulations as the Board of Directors may
establish.

                              ARTICLE VI - NOTICES

     SECTION 1.   NOTICES.

     Except as otherwise specifically provided herein or required by law, all
notices required to be given to any stockholder, Director, Officer, employee or
agent shall be in writing and may in every instance be effectively given by hand
delivery to the recipient thereof, by depositing such notice in the mails,
postage paid, or by sending such notice by prepaid telegram or mailgram or other
courier. Any such notice shall be addressed to such stockholder, Director,
Officer, employee or agent at his or her last known address as the same appears
on the books of the Corporation. The time when such notice is received, if hand
delivered, or dispatched, if delivered through the mails or by telegram or
mailgram or other courier, shall be the time of the giving of the notice.

                                       11


     SECTION 2.   WAIVERS.

     A written waiver of any notice, signed by a stockholder, Director, Officer,
employee or agent, whether before or after the time of the event for which
notice is to be given, shall be deemed equivalent to the notice required to be
given to such stockholder, Director, Officer, employee or agent. Neither the
business nor the purpose of any meeting need be specified in such a waiver.

                           ARTICLE VII - MISCELLANEOUS

     SECTION 1.   FACSIMILE SIGNATURES.

     In addition to the provisions for use of facsimile signatures elsewhere
specifically authorized in these Amended and Restated Bylaws, facsimile
signatures of any officer or officers of the Corporation may be used whenever
and as authorized by the Board of Directors or a committee thereof.

     SECTION 2.   CORPORATE SEAL.

     The Board of Directors may provide a suitable seal, containing the name of
the Corporation, which seal shall be in the charge of the Secretary. If and when
so directed by the Board of Directors or a committee thereof, duplicates of the
seal may be kept and used by the Treasurer or by an Assistant Secretary or an
assistant to the Treasurer.

     SECTION 3.   RELIANCE UPON BOOKS, REPORTS AND RECORDS.

     Each Director, each member of any committee designated by the Board of
Directors, and each Officer of the Corporation shall, in the performance of his
or her duties, be fully protected in relying in good faith upon the books of
account or other records of the Corporation and upon such information, opinions,
reports or statements presented to the Corporation by any of its Officers or
employees, or committees of the Board of Directors so designated, or by any
other person as to matters which such Director or committee member reasonably
believes are within such other person's professional or expert competence and
who has been selected with reasonable care by or on behalf of the Corporation.

     SECTION 4.   FISCAL YEAR.

     The fiscal year of the Corporation shall be as fixed by the Board of
Directors.

     SECTION 5.   TIME PERIODS.

     In applying any provision of these Amended and Restated Bylaws which
requires that an act be done or not be done a specified number of days prior to
an event or that an act be done during a period of a specified number of days
prior to an event, calendar days shall be used, the day of the doing of the act
shall be excluded, and the day of the event shall be included.

                                       12


                            ARTICLE VIII - AMENDMENTS

     The Board of Directors may adopt, amend or repeal these Amended and
Restated Bylaws at any meeting of the Board, provided notice of the proposed
change was given not less than two (2) days prior to the meeting, and provided
further that any such change shall require the approval of a majority of the
Whole Board. The stockholders shall also have power to adopt, amend or repeal
these Amended and Restated Bylaws at any meeting of stockholders provided notice
of the proposed change was given in the notice of the meeting; provided,
however, that, notwithstanding. any other provisions of the Amended and Restated
Bylaws or any provision of law which might otherwise permit a lesser vote or no
vote, but in addition to any affirmative vote of the holders of any particular
class or series of the voting stock required by law, the Amended and Restated
Certificate of Incorporation, any Preferred Stock Designation or these Amended
and Restated Bylaws, the affirmative votes of the holders of at least 80% of the
voting power of all the then-outstanding shares of the capital stock of the
Corporation entitled to vote generally in the election of Directors (after
giving effect to the provisions of Article FOURTH of the Corporation's Amended
and Restated Certificate of Incorporation), voting together as a single class,
shall be required for the stockholders to alter, amend or repeal any provisions
of these Amended and Restated Bylaws.

                                       13

EX-8.1

                                                                     Exhibit 8.1

                          [FORM OF FEDERAL TAX OPINION]

______ __, 2006


Boards of Trustees and Directors
Hampden Bancorp, Inc.
Hampden Bancorp, MHC
Hampden Bank
19 Harrison Avenue,
Springfield, Massachusetts, 01102

Dear Board Members:

You have requested our opinion regarding certain federal income tax consequences
of the conversion of Hampden Bancorp, MHC (the "Mutual Holding Company") and its
direct wholly-owned subsidiary, Hampden Bank (the "Bank"), from the mutual
holding company structure to the stock holding company form, pursuant to the
integrated transactions described below. Our opinion is based upon the existing
provisions of the Internal Revenue Code of 1986, as amended (the "Code") and
regulations thereunder (the "Treasury Regulations"), and upon current Internal
Revenue Service ("IRS") published rulings and existing court decisions, any of
which could be changed at any time. Any such changes may be retroactive and
could significantly modify the statements and opinions expressed herein.
Similarly, any change in the facts and assumptions stated below, upon which this
opinion is based, could modify our opinion. This opinion is as of the date
hereof, and we disclaim any obligation to advise you of any change in any matter
considered herein after the date hereof. Since our opinion is rendered in
advance of the closing of the transactions described below, we have assumed that
the transactions will be consummated in accordance with such description, as
well as all of the information and representations referred to herein. Any
changes in the transaction could cause us to modify our opinion.

We opine only as to the matters expressly set forth herein, and no opinions
should be inferred as to any other matters or as to the tax treatment of the
transactions that we do not specifically address. We express no opinion as to
other federal laws and regulations, or as to laws and regulations of other
jurisdictions, or as to factual or legal matters other than as set forth herein.

We express no opinion on the state or local income tax consequences of the
transactions described herein. We understand that Wolf & Company, P.C. will
address such matters in a separate letter.

We have made such investigations as we have deemed relevant or necessary for the
purpose of this opinion. In our examination, we have assumed the authenticity of
original documents, the accuracy of copies and the genuineness of signatures. We
have further examined and have relied upon the accuracy of the factual matters
set forth in the Plan of Conversion (the "Plan"), the Registration Statement on
Form S-1 filed by Hampden Bancorp, Inc. (the "Company") with the Securities and
Exchange Commission ("SEC") under the Securities Act of 1933, as amended,



Boards of Trustees and Directors
Hampden Bancorp, Inc.
Hampden Bancorp, MHC
Hampden Bank
______________, 2006
Page 2

and the Application for Conversion (the "Application") filed with the
Massachusetts Division of Banks (the "Division").

THE PROPOSED TRANSACTIONS

The Mutual Holding Company, a Massachusetts-chartered mutual holding company,
and the Bank, a Massachusetts-chartered stock savings bank, were created in a
reorganization of a Massachusetts-chartered mutual savings bank in 2004 (the
"MHC Reorganization"). In connection with the MHC Reorganization, the Mutual
Holding Company holds all of the Bank's issued shares of its common stock ("Bank
Common Stock"). No other shares of Bank Common Stock were issued in connection
with the MHC Reorganization.

Subsequently, on July 25, 2006, the Mutual Holding Company and the Bank each
adopted the Plan, providing for the conversion of the Mutual Holding Company
into the capital stock form of organization.

The Board of Trustees of the Mutual Holding Company and the Board of Directors
of the Bank believe that the reorganization of the Mutual Holding Company and
the Bank into a stock holding company form of organization pursuant to the Plan
is in the best interests of the Mutual Holding Company and the Bank, as well as
in the best interests of the Bank's depositors. Accordingly, the following
transactions will occur in the Conversion (as defined in the Plan) pursuant to
the Plan:

     1.   The Mutual Holding Company has incorporated the Company, a Delaware
corporation, for the purpose of holding all of the capital stock of the Bank and
to facilitate the Conversion.

     2.   Subscription rights ("Subscription Rights") to purchase shares of the
common stock of the Company ("Conversion Stock") will be issued without payment
therefor to Eligible Account Holders, Supplemental Eligible Account Holders and
Tax-Qualified Employee Plans (as such persons are defined in the Plan). In
addition, Subscription Rights will be issued to directors, trustees, officers,
corporators and employees of the Mutual Holding Company and the Bank, in a
fourth priority category, who do not otherwise qualify as Eligible or
Supplemental Eligible Account Holders.

     3.   Upon the effective date (the "Effective Date") of the Conversion, the
Mutual Holding Company will merge with and into the Bank pursuant to a plan of
merger, with the Bank being the surviving institution (the "MHC Merger"). As a
result of the MHC Merger, (a) the shares of Bank Common Stock currently held by
the Mutual Holding Company will be extinguished, and (b) the Eligible and
Supplemental Eligible Account Holders will be granted interests in a liquidation
account (the "Liquidation Account") to be established by the Bank pursuant to
the Plan.



Boards of Trustees and Directors
Hampden Bancorp, Inc.
Hampden Bancorp, MHC
Hampden Bank
______________, 2006
Page 3

     4.   Upon the Effective Date, the Company will sell shares of Conversion
Stock in a subscription offering (the "Subscription Offering") in order of
priority to Eligible Account Holders, Supplemental Eligible Account Holders,
Tax-Qualified Benefit Plans and directors, trustees, officers, corporators and
employees of the Mutual Holding Company and the Bank. Any shares of Conversion
Stock remaining unsold after the Subscription Offering will be sold to the
public through a Direct Community Offering (as defined in the Plan) and a
Syndicated Community Offering (as defined in the Plan), as determined by the
Board of Directors of the Company in its sole discretion. Collectively, the
Subscription Offering, the Direct Community Offering and the Syndicated
Community Offering are referred to herein as the "Offerings."

     5.   The Company will contribute to the Bank a portion of the net proceeds
received by the Company in the Offerings (the "Contributed Offering Proceeds")
in exchange for 100% of its newly outstanding Bank Common Stock.

The Liquidation Account will be established by the Bank for the benefit of the
Eligible and Supplemental Eligible Account Holders who maintain Deposit Accounts
(as defined in the Plan) in the Bank after the Conversion. The Liquidation
Account balance will initially be an amount equal to the Bank's net worth as of
the date of the most recent consolidated statement of financial condition
contained in the final prospectus utilized in the Conversion. Each Eligible and
Supplemental Eligible Account Holder will have an undivided interest in the
Liquidation Account balance (referred to as a "subaccount balance"). The
proportionate interest of an Eligible or Supplemental Eligible Account Holder in
the Liquidation Account will never increase, but will, however, decrease to
reflect subsequent withdrawals from the Deposit Account of such Eligible or
Supplemental Eligible Account Holders. In the sole event of a complete
liquidation of the Bank after the Conversion, each Eligible and Supplemental
Eligible Account Holder will be entitled to receive a liquidation distribution
from the Liquidation Account in the amount of their then current interest before
any liquidation distribution may be made with respect to the capital stock of
the Bank.

Each Deposit Account in the Bank at the time of the consummation of the
Conversion will become 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 purchased in the Offerings) and
subject to the same terms and conditions (except as to liquidation rights) as
such Deposit Account in the Bank had immediately preceding consummation of the
Conversion.

REPRESENTATIONS

You have made the following representations to us with regard to the Conversion.
We have not independently investigated these representations, but we are relying
on them as an integral part of our opinion.



Boards of Trustees and Directors
Hampden Bancorp, Inc.
Hampden Bancorp, MHC
Hampden Bank
______________, 2006
Page 4

     1.   The merger of the Mutual Holding Company into the Bank in the MHC
Merger will be effected pursuant to applicable state and/or federal corporate
and banking laws and will qualify as a statutory merger under applicable federal
and state law.

     2.   The aggregate fair market value of the interest in the Liquidation
Account and the Subscription Rights received by each Eligible or Supplemental
Eligible Account Holder pursuant to the MHC Merger will be approximately equal
to the fair market value of the equity interest in the Mutual Holding Company
surrendered by the Eligible or Supplemental Eligible Account Holder in exchange
therefor.

     3.   To the best of the knowledge of the management of the Mutual Holding
Company and the Bank, there is no plan or intention on the part of the Eligible
of Supplemental Eligible Account Holders to withdraw from their Deposit Accounts
subsequent to the Conversion such that the withdrawals would reduce their
aggregate interests in the Liquidation Account to an amount having a value at
the Effective Date of less than fifty percent of the value of the aggregate
interests which the Eligible and Supplemental Eligible Account Holders of the
Mutual Holding Company will have in the residual equity of the Mutual Holding
Company immediately prior to the Conversion.

     4.   The Bank has no plan or intention to reacquire any of the interests in
the Liquidation Account issued in the MHC Merger.

     5.   The liabilities of the Mutual Holding Company assumed by the Bank in
the MHC Merger and the liabilities to which the transferred assets of the Mutual
Holding Company are subject were incurred by the Mutual Holding Company in the
ordinary course of its business.

     6.   The Bank, the Mutual Holding Company and the Eligible and Supplemental
Eligible Account Holders will pay their respective expenses, if any, incurred in
connection with the Conversion, except that the the Bank and the Mutual Holding
Company may pay fees to brokers and investment bankers for assisting Eligible
and Supplemental Eligible Account Holders and other eligible subscribers in
completing and/or submitting Order Forms (as defined in the Plan). The expenses
for brokers and investment bankers to assist Eligible and Supplemental Eligible
Account Holders and other eligible subscribers are solely and directly related
to the Conversion and will be paid by the Company, the Bank and the Mutual
Holding Company directly to the brokers and investment bankers.

     7.   There is no intercorporate indebtedness existing between the Mutual
Holding Company and the Bank that was issued, acquired, or will be settled at a
discount in the Conversion.

     8.   Neither the Bank nor the Mutual Holding Company is an investment
company as defined in Sections 368(a)(2)(F)(iii) and (iv) of the Code.



Boards of Trustees and Directors
Hampden Bancorp, Inc.
Hampden Bancorp, MHC
Hampden Bank
______________, 2006
Page 5

     9.   Neither the Mutual Holding Company nor the Bank is under the
jurisdiction of a court in a Title 11 or similar case within the meaning of
Section 368(a)(3)(A) of the Code.

     10.  The fair market value of the assets of the Mutual Holding Company
transferred to the Bank in the MHC Merger will equal or exceed the sum of the
liabilities assumed by the Bank plus the amount of liabilities, if any, to which
the transferred assets are subject.

     11.  The total adjusted basis of the assets of the Mutual Holding Company
transferred to the Bank in the MHC Merger will equal or exceed the sum of the
liabilities assumed by the Bank, plus the amount of liabilities, if any, to
which the transferred assets are subject.

     12.  The Bank has no plan or intention to issue additional shares of its
stock that would result in the Mutual Holding Company owning less than all of
the outstanding stock of the Bank.

     13.  The Company has no plan or intention to liquidate the Bank; to merge
the Bank with or into another corporation; to sell or otherwise dispose of the
stock of the Bank except for transfers of stock to corporations controlled by
the Company; or to cause the Bank to sell or otherwise dispose of any of its
assets, except for dispositions made in the ordinary course of business or
transfers of assets to a corporation controlled by the Bank.

     14.  On the Effective Date, the fair market value of the assets of the Bank
will exceed the sum of its liabilities, plus the amount of liabilities, if any,
to which the assets are subject.

OPINIONS

Based on the foregoing description of the Conversion, and subject to the
qualifications and limitations set forth in this letter, we are of the opinion
that, if the Conversion were to be consummated as described above as of the date
hereof, then:

     1.   The MHC Merger will constitute a tax-free reorganization within the
meaning of Section 368(a) (1) (A) of the Code. (Section 368(a) (1) (A) of the
Code.)

     2.   The exchange, as a result of the MHC Merger, of the equity interests
of the Eligible Account Holders and the Supplemental Eligible Account Holders in
the Mutual Holding Company for interests in the Liquidation Account established
by the Bank in the MHC Merger will satisfy the continuity of interest
requirement of Section 1.368-1(b) of the Income Tax Regulations (cf. Rev. Rul.
69-3, 1969-1 C.B. 103, and Rev. Rul. 69-646, 1969-2 C.B. 54).

     3.   The Mutual Holding Company will not recognize any gain or loss as a
result of the MHC Merger or on the transfer of the Mutual Holding Company's
assets to the Bank in exchange for an interest in the Liquidation Account
established in the Bank for the benefit of the



Boards of Trustees and Directors
Hampden Bancorp, Inc.
Hampden Bancorp, MHC
Hampden Bank
______________, 2006
Page 6

Eligible Account Holders and the Supplemental Eligible Account Holders who
remain depositors of the Bank. (Section 361 of the Code.)

     4.   No gain or loss will be recognized by the Bank as a result of the MHC
Merger or upon the receipt of the assets of the Mutual Holding Company in the
MHC Merger in exchange for the transfer to the Eligible Account Holders and the
Supplemental Eligible Account Holders of an interest in the Liquidation Account.

     5.   The basis of the assets of the Mutual Holding Company to be received
by the Bank will be the same as the basis of such assets in the hands of the
Mutual Holding Company immediately prior to the transfer. (Section 362(b) of the
Code.)

     6.   The holding period of the assets of the Mutual Holding Company to be
received by the Bank will include the holding period of those assets in the
hands of the Mutual Holding Company. (Section 1223(2) of the Code.)

     7.   The Eligible and Supplemental Eligible Account Holders will recognize
no gain or loss as a result of the MHC Merger or upon the receipt of interests
in the Liquidation Account in the Bank in exchange for their liquidation
interests in the Mutual Holding Company. (Section 354(a) of the Code.)

     8.   The Company will recognize no gain or loss upon the receipt of cash in
the Offerings in exchange for shares of Conversion Stock. (Section 1032 of the
Code.)

     9.   The Company will recognize no gain or loss upon the transfer of a
portion of the net proceeds received by the Company in the Offerings to the Bank
in exchange for common stock of the Bank. (Section 351(a) of the Code.)

     10.  The Bank will recognize no gain or loss upon the receipt of the
contributed offering proceeds from the Company in exchange for common stock of
the Bank. (Section 1032 of the Code.)

     11.  It is more likely than not that the fair market value of the
Subscription Rights to be issued to Eligible Account Holders, Supplemental
Eligible Account Holders and other persons is zero and, accordingly, that no
income will be realized by Eligible Account Holders, Supplemental Eligible
Account Holders and such other persons upon the issuance to them of the
Subscription Rights (Section 356(a) of the Code) or upon the exercise of the
Subscription Rights (Rev. Rule 56-572, 1956-2 C.B. 182).

The opinion set forth in 11 above is based on the position that the Subscription
Rights do not have any market value at the time of distribution or at the time
they are exercised. Whether subscription rights have a market value for federal
income tax purposes is a question of fact,



Boards of Trustees and Directors
Hampden Bancorp, Inc.
Hampden Bancorp, MHC
Hampden Bank
______________, 2006
Page 7

depending upon all relevant facts and circumstances. The Internal Revenue
Service will not issue rulings on whether subscription rights have a market
value. We are unaware of any instance in which the Internal Revenue Service has
taken the position that nontransferable subscription rights issued by a
converting financial institution have a market value. The Subscription Rights
will be granted at no cost to the recipients, will be nontransferable and of
short duration, and will afford the recipients the right only to purchase
Company Common Stock at a price equal to its estimated fair market value, which
will be the same priced as the purchase price for the unsubscribed shares of
Company Common Stock. We believe that it is more likely than not (i.e., that
there is a more than 50% likelihood) that the Subscription Rights have no market
value for federal income tax purposes.

Except as set forth above, we express no opinion to any party as to the tax
consequences, whether federal, state, local or foreign, of the Conversion or of
any transaction related thereto or contemplated by the Plan. We hereby consent
to the filing of the opinion as an exhibit to the Application filed with the
Division and to the Company's Registration Statement on Form S-1 as filed with
the SEC. We also consent to the references to our firm in the Prospectus
contained in the Application and S-1 under the captions "Tax Aspects of the
Conversion" and "Legal and Tax Opinions."


Very truly yours,


MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.

EX-10.1

                                                                   Exhibit 10.1


                                    FORM OF
                                  HAMPDEN BANK
                     EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST




I.    Introduction.............................................................1

          1.1    Plan Name.....................................................1
          1.2    Effective Date................................................1
          1.3    Purpose of Plan...............................................1

II.   Eligibility..............................................................1

          2.1    Initial Eligibility...........................................1

III.  Contributions............................................................2

          3.1    Contribution Amounts..........................................2
          3.2    Form of Contributions.........................................2
          3.3    Minimum Contributions.........................................2

IV.   Investment of Trust Assets...............................................2

          4.1    Purchase of Employer Stock....................................2
          4.2    Purchase Price of Employer Stock..............................3
          4.3    Diversification of Investments................................3
          4.4    Borrowing to Acquire Employer Stock...........................4
          4.5    Release of Shares.............................................5

V.    Accounting...............................................................6

          5.1    Accounting for Trust Assets...................................6
          5.2    Treatment of Encumbered Shares................................6
          5.3    Separate Records of Participants..............................6
          5.4    Allocation Among Participant Accounts.........................6
          5.5    Annual Report to Participants.................................8
          5.6    Voting........................................................8
          5.7    List of Participants..........................................9
          5.8    Maximum Annual Additions......................................9
          5.9    Adjustment for Excessive Additions...........................11

VI.   Vesting.................................................................12

          6.1    Vesting......................................................12
          6.2    Forfeitures..................................................13
          6.3    Normal Retirement Age, etc...................................14

VII.  Distributions...........................................................14

          7.1    Form of Distribution.........................................14
          7.2    Timing of Distribution of Benefits...........................15
          7.3    Death Benefits; Designation of Beneficiary...................16
          7.4    Bank Certification...........................................17
          7.5    Minimum Distribution Requirements............................17
          7.6    Time and Manner of Minimum Required Distributions............17
          7.7    Required Minimum Distributions During Participant's Lifetime.18
          7.8    Required Minimum Distributions After Participant's Death.....19
          7.9    Definitions..................................................20
          7.10   Distribution for Minor Beneficiary...........................21

                                        i


          7.11   Location of Participant or Beneficiary Unknown...............21
          7.12   Limitations on Benefits and Distributions....................22
          7.13   Direct Rollovers.............................................22

VIII. Trust and Trustees......................................................23

          8.1    Trust and Trustee............................................23
          8.2    General Powers...............................................23
          8.3    Responsibility of Trustee....................................25
          8.4    Compensation and Expenses....................................26
          8.5    Continuation of Powers Upon Trust Termination................26
          8.6    Resignation..................................................26
          8.7    Removal of the Trustee.......................................26
          8.8    Duties of Resigning or Removed Trustee and of Successor
                   Trustee....................................................26
          8.9    Filling Trustee Vacancy......................................27
          8.10   Disagreement as to Acts......................................27
          8.11   Persons Dealing with Trustee.................................27
          8.12   Multiple Trustees............................................27
          8.13   Dealings with the Administrative Committee...................27

IX.   Dividends...............................................................28

          9.1    Payment of Dividends.........................................28
          9.2    Allocation of Dividends......................................28

X.    Put Options.............................................................28

          10.1   Application..................................................28
          10.2   Put Option...................................................28

XI.   Right of First Refusal..................................................30

          11.1   Application..................................................30
          11.2   Right of First Refusal.......................................30
          11.3   Endorsement of Certificates..................................30

XII.  Administrative Committee................................................31

          12.1   Status.......................................................31
          12.2   Powers.......................................................31
          12.3   Duties.......................................................32
          12.4   Effect of Interpretation or Determination....................32
          12.5   Reliance on Tables, etc......................................32
          12.6   Claims and Review Procedures.................................33
          12.7   Indemnification..............................................33
          12.8   Annual Report................................................34
          12.9   Expenses of Plan.............................................34
          12.10  Limitation of Liability......................................34
          12.11  Accounts.....................................................35

XIII. Amendments and Termination..............................................35

          13.1   Plan Amendments..............................................35

                                       ii


          13.2   Termination of Contributions.................................35
          13.3   Termination of Plan..........................................36

XIV.  Top Heavy Provisions....................................................36

          14.1   Provisions to apply..........................................36
          14.2   Minimum Contribution.........................................36
          14.3   Definitions..................................................37

XV.   Definitions.............................................................40

XVI.  Miscellaneous...........................................................45

          16.1   Exclusive Benefit Rule.......................................45
          16.2   Non-terminable Rights........................................45
          16.3   Limitation of Rights.........................................45
          16.4   Non-alienability of Benefits.................................45
          16.5   Adequacy of Delivery.........................................46
          16.6   Service with Armed Forces....................................46
          16.7   Merger or Consolidation......................................46
          16.8   Governing Law................................................46

                                       iii


                                    FORM OF
                                  HAMPDEN BANK
                     EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST



                                 I. INTRODUCTION

     1.1    PLAN NAME

     The name of the Plan is the Hampden Bank Employee Stock Ownership Plan and
Trust.

     1.2    EFFECTIVE DATE

     The Plan is effective as of January 1, 2007.

     1.3    PURPOSE OF PLAN

     The Plan is created for the purpose of providing retirement benefits to
Participants and their beneficiaries in a manner consistent with the
requirements of the Code and Title I of ERISA. The Plan is intended to be, and
is hereby designated as, an employee stock ownership plan within the meaning of
Code Section 4975(e)(7), which shall invest primarily in Employer Stock.

                                 II. ELIGIBILITY

     2.1    INITIAL ELIGIBILITY

     (a)    An  Eligible  Employee  who  is an  Employee  on  [insert  date  of
conversion]  (the  "Conversion  Date") and who has earned one Hour of Service in
each  of the 3  months  immediately  preceding  the  Conversion  Date  will be a
Participant as of the Conversion Date. Any other Eligible Employee will become a
Participant in the Plan on the Entry Date  coincident with or next following the
date on which he or she first completes a Year of Service and attains age 21.

     (b)    No  contributions  shall  be made  or  forfeitures  allocated  with
respect  to an  Employee  who is not,  or a  Participant  who  ceases  to be, an
Eligible  Employee.  If an Employee who is not an Eligible  Employee  becomes an
Eligible  Employee,  such Employee will become a Participant  on the first Entry
Date on or after  becoming  an  Eligible  Employee,  if he or she has  otherwise
satisfied the requirements of this Article II.

     2.2    BREAK IN SERVICE

     Any Participant who terminates employment but is reemployed by a
Participating Employer before incurring a One Year Break in Service will
continue to participate in the



Plan as if such termination had not occurred, effective as of the date of
reemployment. Any Participant who terminates employment but is reemployed by a
Participating Employer after incurring a One Year Break in Service will be
treated as a new hire, and he or she will participate in the Plan only after
again satisfying the requirements of this Article II.

                               III. CONTRIBUTIONS

     3.1    CONTRIBUTION AMOUNTS

     Not later than the time prescribed by law for filing its Federal income tax
return (including extensions thereof) for its current taxable year and each
succeeding taxable year, the Bank will make contributions to the Trust in such
amounts as may be determined by the Board of Directors, provided, however, that
the aggregate contribution of the Bank for any year shall not exceed the maximum
amount which would constitute an allowable deduction to the Bank for such year
under Code Section 404(a). A Participant shall neither be required nor permitted
to make contributions to the Plan and Trust.

     3.2    FORM OF CONTRIBUTIONS

     Bank contributions will be paid in cash or other property, as the Board of
Directors may, from time to time, determine; provided however that the Bank may
not make contributions of Employer Stock to the extent necessary to satisfy a
monetary obligation in violation of U.S. Department of Labor Interpretive
Bulletin 93-4 unless the contribution otherwise satisfies the requirements for
an exemption from the ERISA prohibited transaction rules.

     3.3    MINIMUM CONTRIBUTIONS

     The Bank's annual contribution must be sufficient to ensure that Trust does
not default on the repayment by the Trust of indebtedness in accordance with the
terms of such indebtedness which may be incurred from time to time for the
purpose of the acquisition of Employer Stock.

                         IV. INVESTMENT OF TRUST ASSETS

     4.1    PURCHASE OF EMPLOYER STOCK

     All cash contributions to the Trust made by the Bank and any other cash
received by the Trust (excluding dividends received by the Trust on Employer
Stock which are directed by the Bank to be distributed to Plan Participants
pursuant to Section 9.1), will first be applied to outstanding current
obligations of the Trust, and any excess will be used, at the discretion of the
Trustee, to repay obligations of the Trust, to buy Employer Stock from holders
of outstanding stock or newly issued or treasury stock from the Bank, or the
Trustee may invest such funds of the Trust in savings accounts, certificates of
deposit, short-term commercial paper, stocks, bonds, insurance policies, or
other investments deemed to be desirable for the Trust, or such funds may be
held temporarily in cash.

                                        2


     4.2    PURCHASE PRICE OF EMPLOYER STOCK

     All purchases of Employer Stock by the Trust will be made at a price, or at
prices, which, in the judgment of the Trustee, do not exceed the fair market
value of such Employer Stock. The fair market value of Employer Stock shall be
the price at which such stock trades on an established securities market, or if
such stock is not readily tradable on an established securities market, the fair
market value of Employer Stock shall be determined by an independent appraiser
as defined in Code Section 401(a)(28). In making such determination, the
appraiser shall consider the following criteria:

     (a)    Any current and historical practices which have been consistently
and uniformly utilized to value Employer Stock in sales transactions between the
Bank and the stockholders, or among and between stockholders.

     (b)    Any restrictions or limitations imposed upon the sale or transfer
of Employer Stock which establish or stipulate the price at which the Bank may
or must purchase such stock under the provisions of its charter of any or
written agreements, provided the same or similar restrictions are applicable to
substantially all of the outstanding Employer Stock and are complied with
uniformly and consistently.

     (c)    Such other information concerning the Bank and its condition and
prospects, financial and otherwise, generally used in the determination of the
fair market value of corporate stock of comparable public or private companies
engaged in the same or similar industries, by independent investment analysts
nationally recognized as having expertise in rendering such evaluations.

     4.3    DIVERSIFICATION OF INVESTMENTS

     (a)    Each Participant in the Plan who has attained age fifty-five (55)
and has completed at least ten (10) years of participation in the Plan shall be
permitted to elect,  as to not more than  twenty-five  percent (25%) (reduced by
amounts  previously  diversified) of his or her Employer Stock Account,  to have
Employer  Stock in such amount  liquated from his or her Employer  Stock Account
and  transferred to his or her Other  Investment  Account.  This election may be
made within the period of ninety (90) days  following  the end of each Plan Year
during the six (6) Plan Year period  beginning with the first Plan Year in which
the Participant  became  eligible to make the election.  In the case of the last
year to which an election applies,  fifty percent (50%) shall be substituted for
twenty-five percent (25%).

     (b)    For the purpose of facilitating elective diversification hereunder,
the Trustee may make available under the Participant's Other Investment Account
at least three investment vehicle alternatives to the investment of assets of
the Trust in qualified employer securities that comply with the requirements of
Code Section 401(a)(28) and any applicable Regulation.

                                        3


     (c)    The Trustee shall comply with any diversification election under
this Section 4.3 within ninety (90) days following the ninety (90) day election
period by (i) substituting other investment assets for the amount of qualified
employer securities as to which the election is made, or (ii) distributing to
the Participant an amount equal to the amount for which diversification was
elected.

     4.4    BORROWING TO ACQUIRE EMPLOYER STOCK

     The Trustee may borrow funds from any lender for the purpose of purchasing
Employer Stock, and may enter into contracts for the purchase of Employer Stock
pursuant to which the purchase price is paid in installments. Any such loan or
contract must be primarily for the benefit of Participants and their
Beneficiaries, and shall comply with the following terms and conditions:

     (a)    The interest rate respecting such loan shall not exceed a reasonable
rate of interest. The Trustee shall consider all relevant factors in determining
a reasonable rate of interest, including the amount and duration of the loan or
contract, the security and guarantee (if any) involved, the credit standing of
the Trust and the Bank (if and to the extent that the Bank acts as guarantor),
and the interest rate prevailing for comparable loans. Upon due consideration of
the foregoing factors, a variable interest rate may be reasonable.

     (b)    At the time that such loan is made or contract entered into, the
interest rate and the price of securities to be acquired should not be such that
Plan assets might be dissipated.

     (c)    The terms of such loan or contract, whether or not between
independent parties, must be at such time at least as favorable to the Trust as
the terms of a comparable loan or contract resulting from arm's-length
negotiations between independent parties.

     (d)    The proceeds of such loan must be used within a reasonable time
after their receipt by the Trust only to acquire Employer Stock, to repay such
loan, or to repay a prior loan to the Trust.

     (e)    Such loan must be without recourse against the Trust. The only
assets of the Trust that may be given as collateral on such loan are shares of
Employer Stock acquired therewith. No person entitled to payment under such loan
shall have any right to assets of the Trust other than collateral given for such
loan, cash contributions of the Bank made to meet the obligations of the Trust
under such loan, and earnings attributable to such collateral and the investment
of such contributions. The payments made with respect to such loan by the Trust
during a Plan Year must not exceed an amount equal to the sum of such
contributions and earnings received during or prior to the year less such
payments in prior years. Such contributions and earnings must be accounted for
separately on the books of account of the Trust, until the loan is repaid.

     (f)    In the event of default on such loan, the value of Plan assets
transferred in satisfaction of the loan must not exceed the amount of default.

                                        4


     (g)    Shares of Employer Stock used as collateral for such loan shall be
released from the encumbrance thereof, in accordance with the provisions of
Section 4.5.

     (h)    Such loan shall be for a specific term, and not payable at the
demand of any person (except in the case of default).

     (i)    Except as otherwise provided under the terms of this Plan and Trust,
or as otherwise required by applicable law, no Employer Stock acquired with the
proceeds of such loan shall be subject to a put, call or other option, or
buy-sell or similar arrangement while held by and when distributed from the
Trust, whether or not the Trust is then an employee stock ownership plan as
described in Code Section 4975(e)(7).

     4.5    RELEASE OF SHARES

     All shares of Employer Stock acquired by the Trust and pledged as
collateral on a loan described in Section 4.4 shall be credited to the Suspense
Account and shall be released as follows:

     (a)    For each Plan Year during the duration of the loan, the number of
shares of Employer Stock released shall equal the original number of encumbered
shares multiplied by a fraction in which the numerator is the amount of
principal paid to the lender by the Trust for the year, and the denominator is
the original principal amount outstanding at the commencement of the loan. The
foregoing allocation method shall apply only if the loan provides for annual
payments of principal and interest at a cumulative rate that is not less rapid
at any time than level annual payments of such amounts for ten (10) years.
Further shares released from encumbrance shall be determined solely with
reference to principal payments and interest included in any payments shall be
disregarded only to the extent that the interest would be determined to be
interest under standard loan amortization tables. If at any time, by reason of a
renewal, extension, or refinancing, the sum of the expired duration of the
exempt loan, the renewal period, the extension period, and the duration of a new
exempt loan exceeds ten (10) years, or if, at any time, the other terms and
conditions of this Section 4.5(a) are not met, then from such time shares of
Employer Stock shall be released pursuant to Section 4.5(b).

     (b)    If the allocation method set forth in Section 4.5(a) is not
applicable, then shares of Employer Stock shall be released as follows: For each
Plan Year during the duration of the loan, the number of shares of Employer
Stock released shall equal the number of encumbered shares held immediately
before release by a fraction. The numerator of the fraction is the amount of
principal and interest paid to the lender by the Trust for the year, and the
denominator of the fraction is the sum of the numerator plus the principal and
interest to be paid for all future years. For purposes of the foregoing
determination, the number of future years under the loan must be definitely
ascertainable, and shall be determined without taking into account any possible
extensions or renewal periods. If the interest rate under the loan is variable,
the interest to be paid in future years shall be computed by using the interest
rate applicable as of the end of the Plan Year.

                                        5


     (c)    To the extent of the foregoing release from encumbrance pursuant to
Sections 4.5(a) or (b), shares shall be withdrawn from the Suspense Account and
shall be allocated for each Plan Year as provided in Section 5.4.

                                  V. ACCOUNTING

     5.1    ACCOUNTING FOR TRUST ASSETS

     The Trustee shall keep accurate and detailed accounts of all investments,
receipts and disbursements and other transactions under the Trust. As of the
last day of each Plan Year, the Trustee shall make a determination of the
current fair market value of all Trust assets. In so doing, the Trustee shall:

            (i)    Credit to the Trust all income of the Trust for such year
     (including dividends on Employer Stock);

            (ii)   Charge to the Trust all losses and expenses of the Trust for
     such year;

            (iii)  Credit to the Trust all contributions of the Bank (whether in
     cash or in kind); and

            (iv)   Make a determination as to the current fair market value of
     all assets of the Trust, including Employer Stock in accordance with
     Section 4.2.

     5.2    TREATMENT OF ENCUMBERED SHARES

     In computing the fair market value of all assets held in the Trust, shares
of encumbered Employer Stock (i.e., those shares standing as collateral for a
loan or loans described at Section 4.4 above) shall be disregarded.

     5.3    SEPARATE RECORDS OF PARTICIPANTS

     The Trustee shall keep accurate accounts of the respective share of each
Participant in the Trust assets. Each account shall separately state the number
of shares of Employer Stock allocated to the Participants' accounts each year
under Section 5.4. The share of each Participant in the Trust assets as of any
date of determination shall be the fair market value of such assets as of the
preceding Valuation Date.

     5.4    ALLOCATION AMONG PARTICIPANT ACCOUNTS

     As of each Anniversary Date, the Trustee shall allocate the Banks
contribution under Section 3.1 to the Account of each Participant who has
completed 1,000 Hours of Service during the Plan Year in the same proportion
that each such Participant's Compensation for such year bears to the aggregate
of the Compensation of all Participants for such year.

                                        6


     (a)    The Account of each Participant will be credited as of each
Anniversary Date with its allocable share(s) of Employer Stock (including
fractional shares rounded to the nearest one-hundredth of a share) purchased and
paid for by the Plan or contributed in kind by the Bank and with stock dividends
on Employer Stock held in such Participant's Account. Employer Stock acquired by
the Plan with the proceeds of a loan described in Section 4.4 above will only be
allocated to each Participant's Account upon release from encumbrance pursuant
to Section 4.5. The Employer Stock received by the Trust during a Plan Year with
respect to a contribution by the Bank for the preceding Plan Year shall be
allocated to the accounts of Participants as of the Anniversary Date at the end
of such preceding Plan Year. Each Participant's Other Contributions Account will
be credited as of each Anniversary Date with his or her allocable share of the
Bank's contribution that does not consist of Employer Stock, and shall be
debited with payments made to pay for Employer Stock, or to repay a loan
described in Section 4.4.

     (b)    Net income (or loss) of the Trust will be determined annually as of
each Anniversary Date. A share thereof will be allocated to each Participant's
Account in the ratio in which the balance of his or her Account on the preceding
Anniversary Date bears to the sum of the balances for the Accounts of all
Participants on that date. The net income (or loss) includes the increase (or
decrease) in the fair market value of assets of the Trust (other than Employer
Stock), interest, dividends, other income and expenses attributable to assets in
the Accounts (other than Employer Stock) since the preceding Anniversary Date.
Net income (or loss) does not include the interest paid under any installment
contract for the purchase of Employer Stock by the Trust or on any loan used by
the Trust to purchase Employer Stock, nor does it include income received by the
Trust with respect to Employer Stock acquired with the proceeds of a loan
described in Section 4.4 to the extent such income is used to repay the loan.

     (c)    Shares of Employer Stock released from encumbrance as a result of
dividends paid on Employer Stock will be allocated to each Participant's Account
in the ratio of the balance in his or her account on the preceding Anniversary
Date to the sum of the balances for the Accounts of all Participants on that
date.

     (d)    Despite the foregoing, any diversification of investments made
pursuant to Section 4.3 shall be deemed an earmarked investment made for such
Participant's benefit. Accordingly, all interest and other earnings attributable
to such earmarked investments shall be allocated and credited exclusively to the
Other Investment Account of the Participant who has made such election. At the
time of electing such diversification of investments, the electing Participant's
Employer Stock Account shall be reduced by the number of shares of Employer
Stock which are equal in value as of the last Valuation Date to the amount of
the diversified investments or the amount distributed to the Participant
pursuant to Section 4.3.

     (e)    The Bank shall establish accounting procedures for the purpose of
making the allocations, valuations and adjustments to Participants' Accounts
provided for in this Section 5.4.

                                        7


     (f)    In the case of a Participant who is entitled to have credited to his
or her Account a portion of the Bank's contribution for a Plan Year but whose
employment is terminated after the close of such year and before actual
contributions have been made to the Trust, the allocations with respect to such
contributions shall be made as though such Employee's employment had not
terminated.

     5.5    ANNUAL REPORT TO PARTICIPANTS

     As soon as practicable after each Anniversary Date, the Trustee shall
prepare a written statement for distribution to each Participant reflecting the
number of shares of Employer Stock allocated to such Participant's Account as of
the Anniversary Date preceding the most recent Anniversary Date, the additional
number of shares of Employer Stock allocated to him or her for the Plan Year
ending on the most recent Anniversary Date, and the aggregate number of shares
of Employer Stock allocated to date to his or her Account. The written statement
shall also indicate the dollar value of the Participant's shares of Employer
Stock, based upon the most recent revaluation of the assets of the Trust.

     5.6    VOTING

     The Trustee shall vote all shares of Employer Stock held in the Trust in
accordance with the following provisions:

     (a)    Shares of Employer Stock which have been allocated to Participants'
Accounts shall be voted by the Trustee in accordance with the Participants'
written instructions.

     (b)    Shares of Employer Stock which have been allocated to Participants'
Accounts but for which no written instructions have been received by the Trustee
regarding voting shall be voted by the Trustee in a manner calculated to most
accurately reflect the instructions the Trustee has received from Participants
regarding voting shares of allocated Employer Stock. Shares of unallocated
Employer Stock shall also be voted by the Trustee in a manner calculated to most
accurately reflect the instructions the Trustee has received from Participants
regarding voting shares of allocated Employer Stock. Despite the forgoing, all
shares of Employer Stock which have been allocated to Participants' Accounts and
for which the Trustee has not timely received written instructions regarding
voting and all unallocated shares of Employer Stock must be voted by the Trustee
in a manner determined by the Trustee to be solely in the best interests of the
Participants and Beneficiaries.

     (c)    In the event no shares of Employer Stock have been allocated to
Participants' Accounts at the time Employer Stock is to be voted, each
Participant shall be deemed to have one share of Employer Stock allocated to his
Accounts for the sole purpose of providing the Trustee with voting instructions.

     (d)    Whenever voting rights are to be exercised under this Section 5.6,
the Bank, the Administrative Committee, and the Trustee shall see that all
Participants and Beneficiaries are provided with the same notices and other
materials as are provided to

                                        8


other holders of the Employer Stock, and are provided with adequate opportunity
to deliver their instructions to the Trustee regarding the voting of Employer
Stock allocated to their Accounts or deemed allocated to their Accounts for
purposes of voting. The instructions of the Participants with respect to the
voting of shares of Employer Stock shall be confidential.

     (e)    In the event of a tender offer, Employer Stock shall be tendered by
the Trustee in the same manner set forth in subsection (a) through (d) above
regarding the voting of Employer Stock.

     5.7    LIST OF PARTICIPANTS

     On or about each Anniversary Date, the Bank shall deliver to the Trustee a
list of all Eligible Employees to whom Compensation was paid or payable for such
year, together with a statement of the amount of such Compensation.

     5.8    MAXIMUM ANNUAL ADDITIONS

     Despite the foregoing, the maximum annual additions credited to a
Participant's accounts for any limitation year shall equal the lesser of (i)
$40,000, as adjusted for increases in the cost of living under Code Section
415(c)(3), or (ii) one hundred percent (100%) of the Participant's 415
Compensation for such limitation year; provided, however, that the 415
Compensation percentage limitation referred to in clause (ii) shall not apply to
any contribution for medical benefits (within the meaning of Code Section
419A(f)(2)) after separation from service which is otherwise treated as an
annual addition, or any amount otherwise treated as an annual addition under
Code Section 415(l)(1).

     (a)    For purposes of applying the limitations of Code Section 415,
"annual additions" means the sum credited to a Participant's accounts for any
limitation year of:

            (i)    Employer contributions,

            (ii)   Employee contributions,

            (iii)  Forfeitures,

            (iv)   Amounts allocated to an individual medical account, as
                   defined in Code Section 415(l)(2) which is part of a pension
                   or annuity plan maintained by the Bank or any Affiliated
                   Employer, and

            (v)    Amounts derived from contributions paid or accrued, which are
                   attributable to post-retirement medical benefits allocated to
                   the separate account of a key employee (as defined in Code
                   Section 419A(d)(3) ) under a welfare benefit plan (as defined
                   in Code Section 419(e)) maintained by the Bank or any
                   Affiliated Employer.

                                        9


     (b)    For purposes of applying the limitations of Code Section 415, the
transfer of funds from one qualified plan to another is not an annual addition.
In addition, the following are not employee contributions: (i) rollover
contributions (as defined in Code Sections 402(a)(5), 403(a)(4), 403(b)(8) and
408(d)(3), (ii) repayments of loans made to a Participant from the Plan, (iii)
repayments of distributions received by an Employee pursuant to Code Section
411(a)(7)(B) (cash-outs), (iv) repayments of distributions received by an
employee pursuant to Code Section 411(a)(3)(D) (mandatory contributions), and
(v) Employee contributions to a simplified employee pension excludable from
gross income under Code Section 408(k)(6).

     (c)    For purposes of applying the limitations of Code Section 415, 415
Compensation shall include the Participant's wages, salaries, fees for
professional services and other amounts for personal services actually rendered
in the course of employment with an employer maintaining the Plan (including,
but not limited to, commissions paid salesmen, compensation for services on the
basis of a percentage of profits, commissions on insurance premiums, tips and
bonuses and in the case of a Participant who is an employee within the meaning
of Code Section 401(c)(1) and the accompanying Regulation, the Participant's
earned income (as described in Code Section 401(c)(2) and the accompanying
Regulation) paid during the limitation year and including any elective deferrals
(as defined in Code Section 402(g)(3)), and any amount which is contributed or
deferred by the Bank or any Bank or any Affiliated Employer at the election of
the employee and which is not currently includible in the gross income of the
Employee by reason of Code Sections 125, 132(f) or 457.

     (d)    "415 Compensation" shall exclude (i) any distributions from a plan
of deferred compensation regardless of whether such amounts are includable in
the gross income of the Employee when distributed except any amounts received by
an Employee pursuant to an unfunded non-qualified plan to the extent such
amounts are includable in the gross income of the Employee; (ii) amounts
realized from the exercise of a non-qualified stock option or when restricted
stock (or property) held by an Employee either becomes freely transferable or is
no longer subject to a substantial risk of forfeiture; (iii) amounts realized
from the sale, exchange or other disposition of stock acquired under a qualified
stock option; and (iv) other amounts which receive special tax benefits, such
premiums for group term life insurance (but only to the extent that the premiums
are not includable in the gross income of the Employee), or contributions made
by the Bank any Affiliated Employer (whether or not under a salary reduction
agreement) towards the purchase of any annuity contract described in Code
Section 403(b) (whether or not the contributions are excludable from the gross
income of the Employee).

     (e)    For purposes of applying the limitations of Code Section 415, the
limitation year shall be the Calendar Year.

     (f)    The dollar limitation under Code Section 415(b)(1)(A) stated in this
Section 5.8 shall be adjusted annually as provided in Code Section 415(d)
pursuant to the Regulations. The adjusted limitation is effective as of January
l of each calendar year and is applicable to limitation years ending with or
within those calendar years.

                                       10


     (g)    For the purpose of this Section 5.8, all qualified defined benefit
plans (whether or not terminated) every maintained by the Bank shall be treated
as one defined benefit plan, and all qualified defined contribution plans
(whether or not terminated) every maintained by the Bank shall be treated as one
defined contribution plan.

     (h)    For the purpose of this Section 5.8, if the Bank is a member of a
controlled group of corporations, trades or businesses under common control (as
defined by Code Section 1563(a) or Code Section 414(b) and Code Section 414(c)
as modified by Code Section 415(h)), is a member of an affiliated service group
(as defined by Code Section 414(m)), or is a member of a group of entities
required to be aggregated pursuant to Regulations under Code Section 414(o), all
Employees of such employers shall be considered to be employed by a single
employer.

     (i)    If a Participant participates in more than one defined contribution
plan maintained by the Bank or any Affiliated Employer which have different
Anniversary Dates, the maximum annual additions under the Plan shall equal the
maximum annual additions for the limitation year minus any annual additions
previously credited to such Participant's accounts during the limitation year.

     (j)    If a Participant participates in both a defined contribution plan
subject to Code Section 412 and a defined contribution plan not subject to Code
Section 412 maintained by the Bank or any Affiliated Employer which have the
same Anniversary Date, annual additions will be credited to the Participant's
accounts under the defined contribution plan subject to Code Section 412 prior
to crediting annual additions to the Participant's accounts under the defined
contribution plan not subject to Code Section 412.

     (k)    If a Participant participates in more than one defined contribution
plan not subject to Code Section 412 maintained by the Bank or any Affiliated
Employer which have the same Anniversary Date, the maximum annual additions
under this Plan shall equal the product of (A) the maximum annual additions for
the limitation year minus any annual additions previously credited multiplied by
(B) a fraction (i) the numerator of which is the annual additions that would be
credited to such Participant's accounts under this Plan without regard to the
limitations of Code Section 415 and (ii) the denominator of which is such annual
additions for all plans described in this Section 5.8.

     (l)    Despite any contrary provision of this Section 5.8, the limitations,
adjustments and other requirements prescribed in this Section 5.8 shall at all
times comply with the provisions of Code Section 415 and the Regulation
thereunder, the terms of which are specifically incorporated herein by
reference.

     5.9    ADJUSTMENT FOR EXCESSIVE ADDITIONS

     If, as a result of the allocation of Forfeitures, a reasonable error in
estimating a Participant's Compensation or other facts and circumstances to
which Regulation Section 1.415-6(b)(6) shall be applicable, the annual additions
under the Plan would cause the maximum annual additions to be exceeded for any
Participant, the Administrative Committee shall (i) return any voluntary
Employee contributions credited for the

                                       11


limitation year to the extent that the return would reduce the excess amount in
the Participant's Account, (ii) hold any excess amount remaining after the
return of any voluntary Employee contributions in a Code Section 415 suspense
account (as defined in Section 5.9(b)), (iii) allocate and reallocate the Code
Section 415 suspense account in the next limitation year (and succeeding
limitation years if necessary) to all Participants in the Plan before any
employer or employee contributions which would constitute annual additions are
made to the Plan for such limitation year, and (iv) reduce contributions to the
Plan for such limitation year by the amount of the Code Section 415 suspense
account allocated and reallocated during such limitation year.

     (a)    The excess amount for any Participant for a limitation year shall
mean the excess, if any, of (i) the annual additions that would be credited to
his or her account under the terms of the Plan without regard to the limitations
of Code Section 415 over (ii) the maximum annual additions determined pursuant
to Section 5.8.

     (b)    For purposes of this Section 5.9, " Code Section 415 suspense
account" means an unallocated account equal to the sum of excess amounts for all
Participants in the Plan during the limitation year. The Code Section 415
suspense account shall not share in any earnings or losses of the Fund.

     (c)    The Plan may not distribute excess amounts, other than voluntary
Employee contributions, to Participants or Former Participants.

                                   VI. VESTING

     6.1    VESTING

     In the event of termination or severance of a Participant's employment, the
Trustee shall determine the vested portion of the Participant's Account as of
the immediately preceding Valuation Date in accordance with the following
schedule:



                  YEARS OF SERVICE         VESTED PORTION
                  ----------------         --------------
                                        
                  Less than One Year       0%

                  One Year                 20%

                  Two Years                40%

                  Three Years              60%

                  Four Years               80%

                  Five Years               100%


                                       12


     6.2    FORFEITURES

     Any amount not vested under the foregoing vesting schedule shall become a
Forfeiture. As of each Anniversary Date, any amounts which became Forfeitures
since the last Anniversary Date shall first be made available to reinstate
previously forfeited account balances of Former Participants, if any, in
accordance with this Section 6.2. The remaining Forfeitures, if any, shall be
added to the Bank's discretionary contribution pursuant to Section 3.1 and for
the Plan Year in which such Forfeitures occur allocated among the Accounts of
Participants in the same manner as the Bank's discretionary contribution for the
current year. Despite the forgoing, if the allocation of Forfeitures causes the
annual addition (as defined in Section 5.8) to any Participant's Account to
exceed the amount allowable by the Code, the excess shall be reallocated in
accordance with Section 5.9, except that Participants who perform less than a
Year of Service during any Plan Year or are not employed on the last day of the
Plan Year shall not share in Forfeitures for that year.

     (a)    The computation of a Participant's non-forfeitable percentage of his
interest in the Plan shall not be reduced as the result of any direct or
indirect amendment to this Plan. A Participant with at least three (3) Years of
Service as of the election period may elect to have his or her non-forfeitable
percentage computed under the Plan without regard to such new vesting schedule.

     (b)    For purposes of applying this schedule to any Participant who has
incurred five (5) consecutive One-Year Breaks in Service, Years of Service after
such period shall not be taken into account for determining the non-forfeitable
percentage of his or her Account accrued before such period began.

     (c)    If any former Participant shall be reemployed by the Bank before a
One-Year Break in Service occurs, he shall continue to participate in the Plan
in the same manner as if such termination had not occurred.

     (d)    If any former Participant shall be reemployed by the Bank before
five (5) consecutive One-Year Breaks in Service, and such former Participant had
received a distribution of his or her entire vested interest prior to his or her
reemployment, his or her forfeited Account shall be reinstated only if he or she
repays the full amount distributed before the earlier of five (5) years after
the first date on which the Participant is subsequently reemployed by the Bank
or the close of the first period of five (5) consecutive One-Year Breaks in
Service commencing after distribution. If a distribution occurs for any reason
other than a separation from service, the time for repayment may not end earlier
than five (5) years after the date of separation. If the former Participant does
repay the full amount distributed to him or her, the undistributed portion of
the Participant's Account must be restored in full, unadjusted by any gains or
losses occurring subsequent to the Anniversary Date or other valuation date
first preceding his or her termination.

                                       13


     (e)    If any Former Participant is reemployed after a One-Year Break in
Service, Years of Service shall include Years of Service prior to his or her
One-Year Break in Service subject to the following rules:

            (i)    If a Former Participant has a One- Year Break in Service, his
                   or her pre-Break and post-Break Service shall be used for
                   computing Years of Service for vesting purposes only after he
                   or she has been employed for one (1) Year of Service
                   following the date of his reemployment with the Bank;

            (ii)   Any Former Participant who under the Plan does not have a
                   non- forfeitable right to any interest in the Plan resulting
                   from Bank contributions shall lose credits otherwise
                   allowable under clause (i) if his or her consecutive One-Year
                   Breaks in Service equal or exceed the greater of (A) five (5)
                   or (B) the aggregate number of his or her pre-Break Years of
                   Service; and

            (iii)  After five (5) consecutive One-Year Breaks in Service, a
                   Former Participant's vested Account balance attributable to
                   pre-Break Service shall not be increased as a result of
                   post-Break Service.

     6.3    NORMAL RETIREMENT AGE, ETC

     Despite the provisions of this Article VI, if a Participant's services are
terminated (i) upon or after he or she attains age 65, or (ii) on account of
disability determined by competent medical authority acceptable to the
Administrative Committee, or (iii) by his or her death, then the forfeiture
provisions contained in Section 6.2 shall not apply.

                               VII. DISTRIBUTIONS

     7.1    FORM OF DISTRIBUTION

     Distribution of benefits will be made entirely in whole shares of Employer
Stock except that the value of any fractional share and any portion of the
Participant's Other Investment Account which has been diversified in accordance
with Section 4.3 will be paid in cash. Any non-diversified balance in a
Participant's account not invested in Employer Stock will be used to acquire for
distribution to such Participant the maximum number of whole shares of Employer
Stock at the then fair market value, and any unexpended balance will be
distributed to such Participant in cash. In lieu of distributing Employer Stock
to a Participant, at the direction of the Bank, the Trustee may distribute all
or a portion of a Participant's benefit in cash. Prior to commencing such a cash
distribution, the Trustee shall notify the Participant, or his Beneficiary, in
writing that he has the right to demand in writing that his benefits be
distributed in the form of Employer Stock. Such right shall expire thirty (30)
days after the receipt of such notice by the Participant or his Beneficiary.

                                       14


     7.2    TIMING OF DISTRIBUTION OF BENEFITS

     Distributions of a Participant's account balance (whether in the form of
Employer Stock and/or cash) shall be made as follows:

     (a)    If the Participant's vested interest in the Plan does not exceed One
Thousand Dollars ($1,000), the entire vested benefit shall be distributed to the
Participant in a lump sum payment prior to the Second Anniversary Date following
his or her termination of employment. The determination of whether the
Participant's vested interest in the Plan exceeds One Thousand Dollars ($1,000)
shall be made by including that portion of his or her Account that is
attributable to rollover contributions (and earnings allocable thereto) within
the meaning of Code Sections 402(c), 403(a)(4), 403(b)(8), 408(d)(3)(a)(ii), and
457(e)(16).

     (b)    If the Participant's vested interest in the Plan exceeds One
Thousand Dollars ($1,000) but is less than Ten Thousand Dollars ($10,000), then,
with the consent of the Participant, the entire vested benefit shall be
distributed to the Participant in a lump sum payment prior to the Second
Anniversary Date following his or her termination of employment. If a
Participant does not consent to such a distribution, then his or her vested
interest shall be distributed to the Participant in a lump sum payment prior to
the Anniversary Date ending the Plan Year in which the Participant attains the
Normal Retirement Age.

     (c)    If the Participant's vested interest in the Plan is Ten Thousand
Dollars ($10,000) or more, then, with the consent of the Participant, the entire
vested benefit shall be distributed as follows:

            (i)    If the Participant terminates employment after attainment of
                   age 65, or because of Disability or death, payments will
                   commence no later than the Anniversary Date ending the Plan
                   Year which follows the Plan Year in which the Participant's
                   employment was terminated. Payments will be made in
                   substantially equal annual installments over a five-year
                   period.

            (ii)   If the Participant terminates employment for any other
                   reason, payments will commence no later than the Anniversary
                   Date ending the fifth Plan Year following the Plan Year in
                   which the Participant's employment was terminated. Payments
                   will be made in substantially equal annual installments over
                   a five-year period.

     (d)    If a Participant does not consent to the distributions as provided
in Section 7.2(c) above, then the Participant's vested interest in the Plan
shall be distributed in five substantially equal annual installments commencing
no later than the Anniversary Date ending the Plan Year following the Plan Year
in which the Participant attains the Normal Retirement Age.

     (e)    Despite the foregoing:

                                       15


            (i)    If the Participant's vested interest in the Plan is more than
                   Eight Hundred Eighty Five Thousand Dollars ($885,000) (in
                   2006), the five-year distribution period referred to in
                   Section 7.2(c) shall be extended one additional year (but not
                   more than five additional years) for each One Hundred Seventy
                   Five Thousand Dollars ($175,000) or fraction thereof by which
                   his or her vested interest exceeds Eight Hundred Eighty Five
                   Thousand Dollars ($850,000). These dollar amounts shall be
                   adjusted at the same time and in the same manner as provided
                   in Code Section 415(d) .

            (ii)   The Bank may modify distribution options in a
                   nondiscriminatory manner as provided in Code Section
                   411(d)(6)(C) .

            (iii)  The distribution of that portion of a Participant's Account
                   that is attributable to Employer Stock acquired with the
                   proceeds of a loan described in Section 4.4 may be delayed
                   until the close of the Plan Year in which such loan is repaid
                   in full.

     7.3    DEATH BENEFITS; DESIGNATION OF BENEFICIARY

     At any time and from time to time, each Participant and each Beneficiary
shall have the right to designate the person who shall receive the amount
payable under this Plan on his or her death, and to revoke such designation, as
limited by this Section 7.3.

     (a)    Each designation shall be evidenced by a written instrument filed
with the Trustee, signed by the Participant or Beneficiary. If no such
designation is on file with the Trustee at the time of the death of the
Participant or Beneficiary, or if the designation is not effective for the any
of the reasons stated in this Section or any other reasons, then the person
conclusively deemed to be the person so designated as Beneficiary shall be (i)
the surviving spouse of the Participant or Beneficiary or (ii) if the
Participant or Beneficiary has no surviving spouse, the estate of such
Participant or Beneficiary. The Beneficiary of the death benefit payable
pursuant to this Section 7.3 shall be the Participant's spouse. A Participant
may designate a Beneficiary other than his spouse if:

            (i)    The spouse has waived the right to be the Participant's
                   Beneficiary,

            (ii)   The Participant is legally separated or has been abandoned
                   (within the meaning of local law) and the Participant has a
                   court order to such effect (and there is no "qualified
                   domestic relations order" as defined in Code Section 414(p)
                   ("QDRO") that provides otherwise),

            (iii)  The Participant has no spouse, or

            (iv)   The spouse cannot be located.

     (b)    A Participant may at any time revoke his designation of a
Beneficiary or change his Beneficiary by filing written notice of such
revocation or change with the Committee. However, the Participant's spouse must
again consent in writing to any

                                       16


change in Beneficiary unless the original consent acknowledged that the spouse
had the right to limit consent only to specific Beneficiary and that the spouse
voluntarily elected to relinquish such right. If no valid designation of
Beneficiary exists at the time of the Participant's death, the death benefit
shall be payable to his estate. Any consent by the Participant's spouse to waive
any rights to the death benefit must be in writing, must acknowledge the effect
of such waiver, and be witnessed by a Plan representative or a notary public.
Further, the spouse's consent must be irrevocable and must acknowledge the
specific non-spouse Beneficiary.

     7.4    BANK CERTIFICATION

     The Bank shall certify to the Administrative Committee and the Trustee, in
the event of termination of the employment of any Participant, as to the date of
such termination.

     7.5    MINIMUM DISTRIBUTION REQUIREMENTS

     The requirements of this Section 7.5 and the following Sections 7.6 through
7.9 take precedence over any inconsistent provisions of the Plan. All
distributions required under this Sections 7.6 through 7.9 will be determined
and made in accordance with the Regulations Section 1.401(a)(9).

     7.6    TIME AND MANNER OF MINIMUM REQUIRED DISTRIBUTIONS

     (a)    Required Beginning Date.

     The Participant's entire interest will be distributed, or begin to be
distributed, to the Participant no later than the Participant's required
beginning date.

     (b)    Death of Participant Before Distributions Begin.

     If the Participant dies before distributions begin, the Participant's
entire interest will be distributed, or begin to be distributed, no later than
as follows:

            (i)    If the Participant's surviving spouse is the Participant's
                   sole designated beneficiary, then distributions to the
                   surviving spouse will begin by December 31 of the calendar
                   year immediately following the calendar year in which the
                   Participant died, or by December 31 of the calendar year in
                   which the Participant would have attained age 70-1/2 , if
                   later.

            (ii)   If the Participant's surviving spouse is not the
                   Participant's sole designated beneficiary, then distributions
                   to the designated beneficiary will begin by December 31 of
                   the calendar year immediately following the calendar year in
                   which the Participant died.

                                       17


            (iii)  If there is no designated beneficiary as of September 30 of
                   the year following the year of the Participant's death, the
                   Participant's entire interest will be distributed by December
                   31 of the calendar year containing the fifth anniversary of
                   the Participant's death.

            (iv)   If the Participant's surviving spouse is the Participant's
                   sole designated beneficiary and the surviving spouse dies
                   after the Participant but before distributions to the
                   surviving spouse begin, this Section 7.6(b), other than
                   Section 7.6(b)(i), will apply as if the surviving spouse were
                   the Participant.

     For purposes of Sections 7.6(a) and (b), unless Section 7.6(b)(iv) applies,
     distributions  are  considered  to  begin  on  the  Participant's  required
     beginning date. If Section 7.6(b)(iv) applies, distributions are considered
     to begin on the date  distributions  are required to begin to the surviving
     spouse under Section 7.6(b)(i). If distributions under an annuity purchased
     from an insurance company  irrevocably  commence to the Participant  before
     the  Participant's   required  beginning  date  (or  to  the  Participant's
     surviving  spouse) before the date  distributions  are required to begin to
     the surviving spouse under subsection  (b)(i),  the date  distributions are
     considered to begin is the date distributions actually commence.

     (c)    Forms of Distribution.

     Unless the Participant's interest is distributed in the form of an annuity
purchased from an insurance company or in a single sum on or before the required
beginning date, as of the first distribution calendar year, distributions will
be made in accordance with Sections 7.7 and 7.8. If the Participant's interest
is distributed in the form of an annuity purchased from an insurance company,
distributions thereunder will be made in accordance with the requirements of
Code Section 401(a)(9) and applicable Regulations.

     7.7    REQUIRED MINIMUM DISTRIBUTIONS DURING PARTICIPANT'S LIFETIME

     (a)    During the Participant's lifetime, the minimum amount that will be
distributed for each distribution calendar year is the lesser of:

            (i)    the quotient obtained by dividing the Participant's account
                   balance by the distribution period in the Uniform Lifetime
                   Table set forth in Regulation Section 1.401(a)(9)-9, using
                   the Participant's age as of the Participant's birthday in the
                   distribution calendar year; or

            (ii)   if the Participant's sole designated beneficiary for the
                   distribution calendar year is the Participant's spouse, the
                   quotient obtained by dividing the Participant's account
                   balance by the number in the Joint and Last Survivor Table
                   set forth in Regulation Section 1.401(a)(9)-9, using the
                   Participant's and spouse's attained ages as of the
                   Participant's and spouse's birthdays in the distribution
                   calendar year.

                                       18


     (b)    Required minimum distributions will be determined beginning with the
first distribution calendar year and up to and including the distribution
calendar year that includes the Participant's date of death.

     7.8    REQUIRED MINIMUM DISTRIBUTIONS AFTER PARTICIPANT'S DEATH

     (a)    Death On or After Date Distributions Begin.

            (i)    Participant Survived by Designated Beneficiary. If the
                   Participant dies on or after the date distributions begin and
                   there is a designated beneficiary, the minimum amount that
                   will be distributed for each distribution calendar year after
                   the year of the Participant's death is the quotient obtained
                   by dividing the Participant's account balance by the longer
                   of the remaining life expectancy of the Participant or the
                   remaining life expectancy of the Participant's designated
                   beneficiary, determined as follows:

                         (A) The Participant's remaining life expectancy is
                   calculated using the age of the Participant in the year of
                   death, reduced by one for each subsequent year.

                         (B) If the Participant's surviving spouse is the
                   Participant's sole designated beneficiary, the remaining life
                   expectancy of the surviving spouse is calculated for each
                   distribution calendar year after the year of the
                   Participant's death using the surviving spouse's age as of
                   the spouse's birthday in that year. For distribution calendar
                   years after the year of the surviving spouse's death, the
                   remaining life expectancy of the surviving spouse is
                   calculated using the age of the surviving spouse as of the
                   spouse's birthday in the calendar year of the spouse's death,
                   reduced by one for each subsequent calendar year.

                         (C) If the Participant's surviving spouse is not the
                   Participant's sole designated beneficiary, the designated
                   beneficiary's remaining life expectancy is calculated using
                   the age of the beneficiary in the year following the year of
                   the Participant's death, reduced by one for each subsequent
                   year.

            (ii)   No Designated Beneficiary. If the Participant dies on or
                   after the date distributions begin and there is no designated
                   beneficiary as of September 30 of the year after the year of
                   the Participant's death, the minimum amount that will be
                   distributed for each distribution calendar year after the
                   year of the Participant's death is the quotient obtained by
                   dividing the Participant's account balance by the
                   Participant's remaining life expectancy calculated using the
                   age of the Participant in the year of death, reduced by one
                   for each subsequent year.

                                       19


     (b)    Death Before Date Distributions Begin.

            (i)    Participant Survived by Designated Beneficiary. If the
                   Participant dies before the date distributions begin and
                   there is a designated beneficiary, the minimum amount that
                   will be distributed for each distribution calendar year after
                   the year of the Participant's death is the quotient obtained
                   by dividing the Participant's account balance by the
                   remaining life expectancy of the Participant's designated
                   beneficiary, determined as provided in Section 7.8(a).

            (ii)   No Designated Beneficiary. If the Participant dies before the
                   date distributions begin and there is no designated
                   beneficiary as of September 30 of the year following the year
                   of the Participant's death, distribution of the Participant's
                   entire interest will be completed by December 31 of the
                   calendar year containing the fifth anniversary of the
                   Participant's death.

            (iii)  Death of Surviving Spouse Before Distributions to Surviving
                   Spouse Are Required to Begin. If the Participant dies before
                   the date distributions begin, the Participant's surviving
                   spouse is the Participant's sole designated beneficiary, and
                   the surviving spouse dies before distributions are required
                   to begin to the surviving spouse under Section 7.8(a)(i)(B),
                   this Section 7.8(b)(iii) will apply as if the surviving
                   spouse were the Participant.

     7.9    DEFINITIONS

     The following definitions shall apply for purposes of Sections 7.6 through
7.8.

            (a)    Designated beneficiary. The individual who is designated as
            the beneficiary under Section 7.3 of the Plan and is the designated
            beneficiary under Code Section 401(a)(9) and Regulations Section
            1.401(a)(9)-1, Q&A-4, of the Treasury Regulations.

            (b)    Distribution calendar year. A calendar year for which a
            minimum distribution is required. For distributions beginning before
            the Participant's death, the first distribution calendar year is the
            calendar year immediately preceding the calendar year which contains
            the Participant's required beginning date. For distributions
            beginning after the Participant's death, the first distribution
            calendar year is the calendar year in which distributions are
            required to begin under Section 7.6(b). The required minimum
            distribution for the Participant's first distribution calendar year
            will be made on or before the Participant's required beginning date.
            The required minimum distribution for other distribution calendar
            years, including the required minimum distribution for the
            distribution calendar year in which the Participant's required
            beginning date occurs, will be made on or before December 31 of that
            distribution calendar year.

                                       20


            (c)    Life expectancy. Life expectancy as computed by use of the
            Single Life Table in Regulation Section 1.401(a)(9)-9.

            (d)    Participant's account balance. The account balance as of the
            last valuation date in the calendar year immediately preceding the
            distribution calendar year (valuation calendar year) increased by
            the amount of any contributions made and allocated or forfeitures
            allocated to the account balance as of dates in the valuation
            calendar year after the valuation date and decreased by
            distributions made in the valuation calendar year after the
            valuation date. The account balance for the valuation calendar year
            includes any amounts rolled over or transferred to the Plan either
            in the valuation calendar year or in the distribution calendar year
            if distributed or transferred in the valuation calendar year.

            (e)    Required beginning date. For a Participant who is not a five
            percent (5%) owner, the required beginning date is the April 1 of
            the calendar year following the later of (i) the calendar year in
            which the Participant attains age 70-1/2, or (ii) the calendar year
            in which the Participant retires. The required beginning date for a
            Participant who is a five percent (5%) owner (as defined in Code
            Section 416(i)) is April 1 of the calendar year following the
            calendar year in which the Participant attains age 70- 1/2.

     7.10   DISTRIBUTION FOR MINOR BENEFICIARY

     If a distribution is to be made to a minor, then the Administrative
Committee may direct that such distribution be paid to the legal guardian, or if
none, to a parent of such Beneficiary or a responsible adult with whom the
Beneficiary maintains his or her residence, or to the custodian for such
Beneficiary under the Uniform Gift to Minors Act, if permitted by the laws of
the state in which the Beneficiary resides. A payment to the legal guardian,
custodian or parent of a minor Beneficiary under this Section 7.10 shall fully
discharge the Trustee, the Bank, and the Plan from further liability on account
thereof.

     7.11   LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN

     If all, or any portion, of the distribution payable to a Participant or
Beneficiary under this Plan shall, at the expiration of five (5) years after it
shall become payable, remain unpaid solely by reason of the inability of the
Administrative Committee, after sending a registered letter, return receipt
requested, to the last known address, and after further diligent effort, to
ascertain the whereabouts of such Participant or his Beneficiary, the amount so
distributable shall be treated as a Forfeiture pursuant to the Plan. If a
Participant or Beneficiary is located subsequent to his or her benefit being
reallocated under this Section 7.11, the forfeited benefit shall be restored.

                                       21


     7.12   LIMITATIONS ON BENEFITS AND DISTRIBUTIONS.

     All rights and benefits, including elections, provided to a Participant in
this Plan shall be subject to the rights afforded to any alternate payee under a
QDRO. Furthermore, a distribution to an alternate payee shall be permitted if
such distribution is authorized by a QDRO, even if the affected Participant has
not reached the earliest retirement age under the Plan. For the purposes of this
Section 7.12, "alternate payee," "QDRO" and "earliest retirement age" shall have
the meaning set forth under Code Section 414(p).

     7.13   DIRECT ROLLOVERS

     Despite any provision of the Plan to the contrary that would otherwise
limit a distributee's election under this Article VII, a distributee may elect,
at the time and in the manner prescribed by the Administrative Committee, to
have any portion of an eligible rollover distribution paid directly to an
eligible retirement plan specified by the distributee in a direct rollover. For
purposes of this Section 7.13, the following definitions shall apply:

     (a)    Eligible rollover distribution: An eligible rollover distribution is
any distribution of all or any portion of the balance to the credit of the
distributee, except that an eligible rollover distribution does not include: any
distribution that is one of a series of substantially equal periodic payments
(not less frequently than annually) made for the life (or life expectancy) of
the distributee or the joint lives (or joint life expectancies) of the
distributee and the distributee's designated beneficiary, or for a specified
period of ten years or more; any distribution to the extent such distribution is
required under Code Section 401(a)(9); and the portion of any distribution that
is not includible in gross income (determined without regard to the exclusion
for net unrealized appreciation with respect to employer securities).

     (b)    Eligible retirement plan: An eligible retirement plan is an
individual retirement account described in Code Section 408(a), an individual
retirement annuity described in Code Section 408(b) , an annuity plan described
in Code Section 401(a)(3), an annuity contract described in Code Section 403(b),
a qualified trust described in Code Section 401(a), or an eligible plan under
Code Section 457(b) which is maintained by state, political subdivision of a
state, or any agency or instrumentality of a state or political subdivision of a
state and which agrees to separately account for amounts transferred into such
plan from this Plan.

     (c)    Distributee: A distributee includes an Employee or former Employee.
In addition, the Employee's or former Employee's surviving spouse and the
Employee's or former Employee's spouse or former spouse who is the alternate
payee under a QDRO are distributees with regard to the interest of the spouse or
former spouse.

     (d)    Direct rollover: A direct rollover is a payment by the Plan to the
eligible retirement plan specified by the distributee.

                                       22


                            VIII. TRUST AND TRUSTEES

     8.1    TRUST AND TRUSTEE

     (a)    There is hereby established a trust for sole purpose of holding and
investing the Fund in accordance with the requirements of ERISA Section 403(a)
and the terms of this instrument. The trust shall consist of contributions under
this Plan, as adjusted for interest, gains and losses, less payments to
Participants. By executing this instrument, the Trustee hereby accepts
appointment as such and agrees to carry out its duties and obligations under
this Plan.

     (b)    The Trustee shall discharge its duties hereunder solely in the
interest of the Participants and their Beneficiaries, and for the exclusive
purpose of providing benefits to Participants and Beneficiaries and Defraying
reasonable expenses of administering the Plans, (ii) with the care, skill,
prudence, and diligence under the circumstances then prevailing that a prudent
person acting in a like capacity and familiar with such matters would use in the
conduct of an enterprise of a like character and with like aims, (iii) in
accordance with the documents and instruments governing the Plan unless, in the
good faith judgment of the Trustee, the documents and instruments are not
consistent with the provisions of ERISA, and (iv) in a manner that does not
constitute a non-exempt prohibited transaction under Code Section 4975 of the
Code or ERISA Sections 406 or 407.

     8.2    GENERAL POWERS

     The Trustee shall have the following powers, rights and duties with respect
to the Fund in addition to those provided elsewhere in this instrument or by
law.

     (a)    To receive and to hold all contributions paid to it under the Plan;
provided, however, that the Trustee shall have no duty to require any
contributions to be made to it, or to determine that the contributions received
by it comply with the provisions of the Plan or with any resolution of the Board
of Directors providing for such contribution.

     (b)    To retain in cash (pending investment, reinvestment or the
distribution of dividends) such reasonable amount as may be required for the
proper administration of the Trust and to invest such cash as provided in
Article IV.

     (c)    As directed by the Administrative Committee, to make distributions
from the Fund to such persons or trusts, in such manner, at such times and in
such forms as directed without inquiring as to, whether a payee is entitled to
the payment, or as to whether a payment is proper, and without liability for a
payment made in good faith without actual notice or knowledge of the changed
condition or status of the payee. If any payment of benefits directed to be made
from the Fund by the Trustee is not claimed, the Trustee shall notify the
Administrative Committee of that fact promptly. The Administrative Committee
shall make a diligent effort to ascertain the whereabouts of the payee or
distributee of benefits returned unclaimed. The Trustee shall dispose of such
payments as the Administrative Committee shall direct. The Trustee shall have no
obligation to search for or ascertain the whereabouts of any payee or
distributee of benefits from the Fund.

                                       23


     (d)    To vote or exercise other rights with respect to any Employer Stock
in the Fund at its discretion, except to the extent provided in the Plan, and to
vote or exercise other rights with regard to any other stocks, bonds or other
securities held in the Trust, or otherwise consent to or request any action on
the part of the issuer in person, by proxy or power of attorney.

     (e)    To contract or otherwise enter into transactions between the Trust
and the Bank or any Bank shareholder or other person, for the purpose of
acquiring, selling, or exchanging Employer Stock and, to retain in the Fund any
Employer Stock so acquired.

     (f)    To compromise, contest, arbitrate, settle or abandon claims and
demands by or against the Fund.

     (g)    To begin, maintain or defend any litigation necessary in connection
with the investment, reinvestment and administration of the Trust.

     (h)    To report to the Bank as of the last day of each Plan Year or at
such other times as may be required under the Plan, the then current fair market
value of all property held in the Fund, reduced by any liabilities other than
liabilities to Participants, as determined by the Trustee.

     (i)    To furnish to the Bank such other information as the Trustee may
possess, which the Administrative Committee requires in order to comply with the
reporting and disclosure requirements of ERISA. The Trustee shall keep accurate
accounts of all investments, earnings thereon. All accounts, books and records
related to such investments shall be open to inspection by any person designated
from time-to-time by the Bank or the Administrative Committee. All accounts of
the Trustee shall be kept on an accrual basis. The Bank may approve such
accounting by written notice of approval delivered to the Trustee or by failure
to express objection to such accounting in writing delivered to the Trustee
within one hundred twenty (120) days from the date upon which the accounting was
delivered to the Bank. Upon the receipt of a written approval of the accounting,
or upon the passage, of the period of time within which objection may be filed
without written objections having been delivered to the Trustee, such accounting
shall be deemed to be approved, and the Trustee shall be released and discharged
as to all items, matters and things set forth in such account as fully as if
such accounting had been settled and allowed by decree, of a court of competent
jurisdiction in an action or proceeding in which the Trustee, the Bank and all
persons having or claiming to have any interest in the Fund or under the Plan
were parties.

     (j)    As directed by the Administrative Committee, to pay any estate,
inheritance, income or other tax, charge or assessment attributable to any
benefit which it shall or may be required to pay out of such benefit; and to
require before making any payment such release or other document from any taxing
authority and such indemnity from the intended payee as the Trustee shall deem
necessary for its protection.

                                       24


     (k)    To employ and to reasonably rely upon information and advice
furnished by agents, attorneys, appraisers, accountants or other persons of its
choice for such purposes as the Trustee considers necessary for the proper
administration of the Trust.

     (l)    To assume, until advised to the contrary, that the Trust established
and maintained under this Article VIII is qualified under Code Section 401(a)
and is entitled to tax-exempt status under Code Section 501(a).

     (m)    To invest and reinvest the assets of the Fund in personal property
of any kind, including, but not limited to bonds, notes, debentures, mortgages,
equipment trust certificates, investment trust certificates, guaranteed
investment contracts, preferred or common stock, and registered investment
companies.

     (n)    To exercise any options, subscription rights and other privileges
with respect to Trust assets.

     (o)    To register ownership of any securities or other property held by it
in its own name or in the name of a nominee, with or without the addition of
words indicating that such securities are held in a fiduciary capacity, and may
hold any securities in bearer form, but the books and records of the Trustee
shall at all times reflect that all such investments are part of the Trust.

     (p)    To borrow such sum or sums from time to time as the Trustee
considers necessary or desirable and in the best interest of the Fund, and for
that purpose to mortgage or pledge any part of the Fund.

     (q)    To deposit securities with a clearing corporation as defined in
Article 8 of the Uniform Commercial Code. The certificates representing
securities, including those in bearer form, may be held in bulk form with, and
may be merged into, certificates of the same class of the same issuer which
constitute assets of other accounts or owners, without certification as to the
ownership attached. Utilization of a book-entry system may be made for the
transfer or pledge of securities held by the Trustee or by a clearing
corporation. The Trustee shall at all times, however, maintain a separate and
distinct record of the securities owned by the Trust.

     (r)    To participate in and use the Federal Book-Entry Account System, a
service provided by the Federal Reserve Bank for its member banks for deposit of
Treasury securities.

     (s)    To perform any and all other acts which are necessary or appropriate
for the proper management, investment and distribution of the Fund.

     8.3    RESPONSIBILITY OF TRUSTEE.

     The Trustee shall not be responsible in any way for the adequacy of the
Fund to meet and discharge any or all liabilities under the Plan or for the
proper application of distributions made or other action taken upon the
direction of the Administrative Committee.

                                       25


     8.4    COMPENSATION AND EXPENSES.

     The Trustee shall be entitled to reasonable compensation for services, as
agreed to between the Bank and the Trustee from time to time in writing and to
reimbursement of all reasonable expenses incurred by it in the administration of
the Trust. The Trustee is authorized to pay from the Fund all expenses of
administering the Plan and Trust, including its compensation, compensation to
any agents employed by the Trustee and any accounting, legal and valuation
expenses, to the extent they are not paid directly by the Bank or any Affiliated
Employers. The Trustee shall be fully protected in making payments of
administrative expenses pursuant to the written directions of the Administrative
Committee.

     8.5    CONTINUATION OF POWERS UPON TRUST TERMINATION.

     Upon termination of the Trust, the powers, rights and duties of the Trustee
hereunder shall continue until all Fund assets have been liquidated.

     8.6    RESIGNATION.

     The Trustee may resign at any time by giving thirty (30) days' advance
written notice to the Bank and the Administrative Committee.

     8.7    REMOVAL OF THE TRUSTEE.

     The Bank may remove the Trustee for any reason or for no reason by giving
thirty (30) days advance written notice to the Trustee, subject to providing the
removed Trustee with satisfactory written evidence of the appointment of a
successor Trustee and of the successor Trustee's acceptance of the trusteeship.

     8.8    DUTIES OF RESIGNING OR REMOVED TRUSTEE AND OF SUCCESSOR TRUSTEE.

     If the Trustee resigns or is removed, the Trustee shall promptly transfer
and deliver the assets of the Fund to the successor Trustee(s). Within 120 days,
the resigned or removed Trustee shall furnish to the Bank and the successor
Trustees) an account of its administration of the Trust from the date of its
last account. Each successor Trustee shall succeed to the title to the Fund
vested in its predecessor without the signing or filing of any further
instrument, but any resigning or removed Trustee shall execute all documents and
do all acts necessary to vest such title or record in any successor Trustee.
Each successor shall have all the powers, rights and duties conferred by this
Trust as if originally named Trustee. No successor Trustee shall be personally
liable for any act or failure to act of a predecessor Trustee. With the approval
of the Administrative Committee, a successor Trustee may accept the account
rendered and the property delivered to it by its predecessor Trustee as a full
and complete discharge to the predecessor Trustee without incurring any
liability or responsibility for so doing.

                                       26


     8.9    FILLING TRUSTEE VACANCY.

     The Bank may fill a vacancy in the office of Trustee as soon as practicable
by a writing filed with the person or entity appointed to fill the vacancy.

     8.10   DISAGREEMENT AS TO ACTS.

     If there is a disagreement between the Trustee and anyone as to any act or
transaction reported in any accounting, the Trustee shall have the right to have
its account settled by a court of competent jurisdiction.

     8.11   PERSONS DEALING WITH TRUSTEE.

     No person dealing with the Trustee shall be required to see to the
application of any money paid or property delivered to the Trustee, or to
determine whether or not the Trustee is acting pursuant to any authority granted
to it under or the Plan.

     8.12   MULTIPLE TRUSTEES.

     In the event that more than one person shall serve as co-trustees
hereunder, then the action of a majority of the co-trustees serving at any time
shall be deemed to be the action of the Trustee.

     8.13   DEALINGS WITH THE ADMINISTRATIVE COMMITTEE

     The Administrative Committee may authorize one or more individuals to sign
all communications between the Administrative Committee and Trustee and shall at
all times keep the Trustee advised of the names of the members of the
Administrative Committee and the individuals authorized to sign on behalf of the
Administrative Committee. With the Trustee's prior written consent, the
Administrative Committee may authorize the Trustee to act, without specific
directions or other directions or instructions from the Administrative
Committee, on any matter or class of matters with respect to which directions
or, instructions from the Administrative Committee may be required. The Trustee
shall be fully protected in relying on any communication sent by any authorized
person and shall not be required to verify the accuracy or validity of any
signature unless the Trustee has reasonable ground to doubt the authenticity of
any signature. If the Trustee requests any directions hereunder with respect to
a matter that is not within the Trustee's sole discretion and does not receive
them, the Trustee shall act or refrain from acting, as it may determine, with no
liability for such action or inaction. If at any time person(s) serving as
members of the Administrative Committee and person(s) serving as the Trustee are
the same, then there shall be no need for written instructions from the
Administrative Committee to the Trustee, and all actions taken by the Trustee
shall be deemed to have been properly authorized by the Administrative
Committee.

                                       27


                                  IX. DIVIDENDS

     9.1    PAYMENT OF DIVIDENDS.

     All dividends paid with respect to Employer Stock owned by the Trust shall,
in the discretion of the Bank:

     (i)    Be retained by the Trustee and added to the corpus of the Trust,

     (ii)   Be paid in cash directly to the Participants,

     (iii)  Be paid to the Trustee and distributed in cash to the Participants
not later than ninety (90) days after the close of the Plan Year in which the
dividend was paid, or

     (iv)   Be used to repay a loan described in Section 4.4, the proceeds of
which were used to acquire the Employer Stock with respect to which the dividend
was paid.

     9.2    ALLOCATION OF DIVIDENDS.

     In the event of a distribution or payment of dividends to the Participants,
each Participant shall receive that portion of dividends paid in the ratio in
which the balance of his or her Account on the preceding Anniversary Date bears
to the sum of the balances for the Accounts of all Participants on that date. In
the event the Trustee uses dividends paid on Employer Stock to repay a loan
described in Section 4.4, then for that Plan Year, Employer Stock must be
allocated to each Participant's account that has a fair market value of not less
than the amount of such dividend that would otherwise have been allocated to
that Participant if the dividend had been distributed to the Participants. If a
Participant is prohibited from having certain Employer Stock allocated to his
Account because of Code Section 409(n), then the Trustee shall pay directly to
such Participant his proportionate share of the dividend in cash rather than
applying said dividend to the repayment of a loan described in Section 4.4.

                                 X. PUT OPTIONS

     10.1   APPLICATION

     The provisions of this Article apply only if (i) the Employer Stock is not,
or ceases to be, traded on an established securities market or (ii) is subject
to a restriction under any Federal or state securities law, or regulation
thereunder, which would make the security not as freely tradable as one not
subject to such restriction.

     10.2   PUT OPTION

     Upon the distribution of shares of Employer Stock to a Participant, the
distributee shall have the right to require the Bank to purchase such shares, at
their then fair market value (herein referred to as the "put option"), in
accordance with the following terms and conditions:

                                       28


     (a)    The put option must be exercised only by the Participant, or by the
Participant's donees, or by a person (including an estate or its distributee) to
whom the shares pass by reason of a Participant's death. For this purpose,
"Participant" shall mean a Participant in the Plan and Trust, and any
Beneficiary of such Participant.

     (b)    Although the put option is binding upon the Bank, and not upon the
Plan and Trust, the Plan and Trust shall retain the option to assume the rights
and obligations of the Bank at the time of exercise of the put option.

     (c)    If it is known at the time that a loan is made to the Trust for the
purpose of the acquisition of Employer Stock, that Federal or state law will be
violated by the Bank's honoring of the put option, the Employer Stock involved
may be put (in a manner consistent with such law) to a third party (e.g., an
affiliate of the Bank or a shareholder other than the Plan and Trust) that has
substantial net worth at the time the loan is made, and whose net worth is
reasonably expected to remain substantial.

     (d)    The put option is exercisable during the period of fifteen (15)
months which begins on the date the Employer Stock is distributed to the
Participant by the Plan and Trust, and must be exercised (if at all) by written
notification to the Bank.

     (e)    The price to be paid by the Bank upon exercise of the put option
shall be the then fair market value of the shares, determined by the Trustee as
of the Valuation Date coinciding with or immediately preceding the date of
distribution; provided, however, that if the fair market value of shares of
Employer Stock is determined after such Valuation Date but prior to the date of
distribution of the shares, the fair market value as determined as of the more
recent valuation shall control. For this purpose, fair market value shall be
determined in accordance with the provisions of Section 4.2, respecting the
valuation of shares of Employer Stock held in the Trust.

     (f)    If the balance to the credit of a Participant's account is
distributed within one (1) taxable year, the purchase price for the shares of
Employer Stock shall be paid in substantially equal annual, quarterly or monthly
payments over a period beginning not later than thirty (30) days after the
exercise of the put option and not exceeding five (5) years. Interest on the
unpaid balance shall accrue and shall be paid with each payment of principal, at
a reasonable rate of interest. Adequate security shall be provided for the
obligations. If a Participant's account balance is distributed to him or her in
installments, the purchase price for the shares of Employer Stock shall be paid
in cash no later than thirty (30) days after the exercise of the put option.

     (g)    The terms of the put option and the administration of the Employer
Stock purchase provisions of this Plan and Trust shall be conducted according to
a uniform, nondiscriminatory policy established by the Bank with respect to
Participants similarly situated.

                                       29


                           XI. RIGHT OF FIRST REFUSAL

     11.1   APPLICATION

     The provision of Sections 11.2 and 11.3 below apply only if the Employer
Stock is not, or ceases to be, traded on an established securities market.

     11.2   RIGHT OF FIRST REFUSAL

     Any Participant or transferee who desires to transfer (whether by sale,
gift or bequest) any shares of Employer Stock shall first offer in writing such
shares for sale to the Bank at the same price and upon the same terms offered to
such shareholder by a bona fide prospective purchaser of such shares. In the
case of gifts or bequests, such shares shall first be offered for sale to the
Bank at the fair market value of shares as determined under Section 4.2. Such
written offer must be presented to the Bank and the option periods set forth
below must have expired prior to the making of any gift or prior to the transfer
out of a Participant's or transferee's estate. The Bank shall have the option
for seven (7) days after the later of (i) the death of the Participant or
transferee, or (ii) the Bank's receipt of such written offer, to accept such
offer. If, within such seven-day period, the Bank fails to accept such offer in
its entirety, its option hereunder as to such offer shall terminate. Thereupon,
immediately following the termination of said offer as to the Bank, the said
same offer shall be deemed without further writing to have been renewed and
reinstated as to the Trust, and the Trust shall have the option for three (3)
days after the termination of the Bank's option to purchase such part or all of
the stock which the offering shareholder desires to transfer. If the option is
not exercised within the seven (7)-day period, then the shareholder so desiring
to transfer part or all of his or her Employer Stock shall have the right for a
period ending on the thirtieth (30th) day after the expiration of the aforesaid
seven (7)-day period, to transfer such stock to, and only to, the donee or
beneficiary or in the case of a sale, to the aforesaid bona fide prospective
purchaser in the same quantity, at the same price, and upon the same terms as
were offered to the Bank and/or the Trust. In the case of gifts or bequests, if
the option is not exercised by the Bank or the Trustee then such shares may be
transferred to the donees, legatees or heirs of the transferor. In case of any
transfer by reason of gift or death under this Section 11.2, the legatees,
heirs, next of kin, donees or other transferees shall receive and hold such
stock subject to the restrictions on encumbrance and disposition set forth in
this Article XI.

     11.3   ENDORSEMENT OF CERTIFICATES

     Prior to the distribution of any shares of Employer Stock to a Participant,
the Trustee shall have the Bank endorse such shares as follows:

     "The shares represented by this certificate are subject to a
     Right of First Refusal as set forth in Section 11.2 of the
     Hampden Bank Employee Stock Ownership Plan and Trust, as amended
     from time to time, restricting the free transferability of said
     shares. The Bank will mail to the holder of this

                                       30


     certificate, without charge, a copy of the terms of such Right of
     First Refusal within five (5) days after receiving a written
     request therefor."

                          XII. ADMINISTRATIVE COMMITTEE

     12.1   STATUS

     The Administrative Committee (i) is a "named fiduciary" for purposes of
ERISA Section 402(a)(1) with authority to control and manage the operation and
administration of the Plan, (ii) is responsible for complying with all of the
reporting and disclosure requirements of Part 1 of Subtitle B of Title I of
ERISA, and (iii) has the power and authority in its sole, absolute and
uncontrolled discretion to control or manage the operation and administration of
the Plan, including all powers necessary to accomplish these purposes. The
Administrative Committee will not, however, have any authority over the
investment of assets of the Trust in its capacity as such.

     12.2   POWERS

     The Administrative Committee has full discretionary power to administer the
Plan in all of its details in accordance with the requirements of ERISA and
other applicable laws. For this purpose the Administrative Committee's
discretionary powers include, but are not be limited to, the following:

            (i)    To make and enforce such rules and regulations as it deems
     necessary or proper for the efficient administration of the Plan or
     required to comply with applicable law;

            (ii)   To interpret the Plan;

            (iii)  To decide all questions concerning the Plan and the
     eligibility of any person to participate in the Plan;

            (iv)   To compute the amounts to be distributed under the Plan, and
     to determine the person or persons to whom such amounts will be
     distributed;

            (v)    To authorize the payment of distributions;

            (vi)   To keep such records and submit such filings, elections,
     applications, returns or other documents or forms as may be required under
     the Code and applicable regulations, or under other federal, state or local
     law and regulations;

            (vii)  To allocate and delegate its ministerial duties and
     responsibilities and to appoint such agents, counsel, accountants and
     consultants as may be required or desired to assist in administering the
     Plan; and

            (viii) By written instrument, to allocate and delegate its fiduciary
     responsibilities in accordance with ERISA Section 405.

                                       31


     12.3   DUTIES

     The Administrative Committee shall decide any disputes which may arise
relative to the rights of Participants and/or Employees, past and present, and
their Beneficiaries, under the terms of this Plan, shall give instructions and
directions to the Trustee as necessary and, in general, shall direct the
administration of the Plan; provided that the Administrative Committee may not,
through interpretation of or action under the Plan (including amendment or
termination under Article XIII), increase the burden imposed upon the Trustee
without the Trustee's consent. The Administrative Committee shall keep records
containing all relevant data pertaining to any person affected hereby and his
rights under the Plan and shall ascertain that such person receives the benefits
to which he or she is entitled. No member of the Administrative Committee shall
have any right to vote or decide upon any matter relating solely to himself or
any of his rights or benefits under this Plan.

     (a)    The Administrative Committee shall establish accounting procedures
for the purpose of making the allocations, valuations, and adjustments to both
the Account and Employer Stock Account of each Participant and it shall maintain
adequate records of the cost basis of Employer Stock allocated to each
Participant's Employer Stock Account.

     (b)    The Administrative Committee shall determine the eligibility of
Participants, according to the provision of this Plan, from the information
furnished to it by the Bank.

     (c)    Wherever, under the provisions of this Plan, discretion is granted
to the Administrative Committee which affects the benefits, rights and
privileges of Participants, such discretion shall be exercised uniformly so that
all Participants similarly situated shall be similarly treated.

     12.4   EFFECT OF INTERPRETATION OR DETERMINATION

     Any interpretation of the Plan or other determination with respect to the
Plan by the Administrative Committee will be final, conclusive and binding on
all persons in the absence of clear and convincing evidence that the committee
acted arbitrarily and capriciously.

     12.5   RELIANCE ON TABLES, ETC.

     In administering the Plan, the Administrative Committee is entitled, to the
extent permitted by law, to rely conclusively on all tables, valuations,
certificates, opinions and reports which are furnished by any accountant,
trustee, counsel or other expert who is employed or engaged by the
Administrative Committee or by the Bank on the committee's behalf.

                                       32


     12.6   CLAIMS AND REVIEW PROCEDURES.

     The following claims procedure is intend to conform the requirements of
ERISA Section 503.

     (a)    If any person believes he or she is being denied any rights or
benefits under the Plan, such person may file a claim in writing with the
Administrative Committee . If any such claim is wholly or partially denied, the
Administrative Committee will notify such person of its decision in writing.
Such notification will contain (i) specific reasons for the denial, (ii)
specific reference to pertinent plan provisions, (iii) a description of any
additional material or information necessary for such person to perfect such
claim and an explanation of why such material or information is necessary and
(iv) information as to the steps to be taken if the person wishes to submit a
request for review. Such notification will be given within 90 days after the
claim is received by the Administrative Committee (or within 180 days, if
special circumstances require an extension of time for processing the claim, and
if written notice of such extension and circumstances is given to such person
within the initial 90 day period). If such notification is not given within such
period, the claim will be considered denied as of the last day of such period
and such person may request a review of his or her claim.

     (a)    Within 60 days after the date on which a person receives a written
notice of a denied claim (or, if applicable, within 60 days after the date on
which such denial is considered to have occurred) such person (or his or her
duly authorized representative) may (a) file a written request with the
Administrative Committee for a review of his or her denied claim by the
Administrative Committee, (b) submit written issues and comments to the
Administrative Committee and (c) review pertinent documents. The Administrative
Committee will notify such person of its decision in writing. Such notification
will be written in a manner calculated to be understood by such person and will
contain specific reasons for the decision as well as specific references to
pertinent plan provisions. The decision on review will be made within 60 days
after the request for review is received by the Administrative Committee (or
within 120 days, if special circumstances require an extension of time for
processing the request, such as an election by the Administrative Committee to
hold a hearing, and if written notice of such extension and circumstances is
given to such person within the initial 60 day period). If the decision on
review is not made within such period, the claim will be considered denied.

     12.7   INDEMNIFICATION

     The Bank agrees to indemnify and defend to the fullest extent of the law
any Employee, officer or director of the Bank (i) who serves or has served on
the Administrative Committee, (ii) who assists the Administrative Committee in
administering the Plan as part of his or her employment duties with the Bank, or
(iii) to whom the Administrative Committee has delegated any of its duties or
responsibilities, including any former Employee, officer or director described
in (i) or (ii) against any liabilities, damages, costs and expenses (including
attorneys' fees and amounts paid in settlement of any claims approved by the
Bank occasioned by any act or omission to act

                                       33


in connection with the Plan, if such act or omission to act is in good faith and
without gross negligence.

     12.8   ANNUAL REPORT

     The Administrative Committee shall submit annually to the Bank a report
showing in reasonable summary form, the financial position of the Trust and
giving a brief account of the operations of the Plan for the past year, and such
further information as the Bank may reasonably require.

     12.9   EXPENSES OF PLAN

     The Administrative Committee may direct a Trustee to pay from the Fund any
or all expenses of administering the Plan, to the extent such expenses are
reasonable. The Administrative Committee will determine what constitutes a
reasonable expense of administering the Plan, and whether such expenses shall be
paid from the Trust. The Administrative Committee may also allocate
administrative charges attributable to specific plan expenses, including but not
limited to determinations regarding QDROs and plan loan origination fees, to the
affected Participant or Beneficiary's Account. Any such expense not paid out of
the Trust shall be paid by the Bank or the Affiliated Employers; provided,
however, that to the extent permitted by ERISA, the Administrative Committee may
direct a Trustee to reimburse the Bank or the Affiliated Employers, as the case
may be, out of the Trust for a reasonable expense of administering the Plan
which is paid prior to a determination with respect to such expense.

     12.10  LIMITATION OF LIABILITY

     No bond or other security shall be required of any member of the
Administrative Committee, unless the member handles funds or other property of
the Plan. A member of the committee shall not be liable or responsible for the
acts of commission or omission of another fiduciary unless (i) the member
knowingly participates or knowingly attempts to conceal the act or omission of
another fiduciary and the member knows the act or omission is a breach of
fiduciary responsibility by the other fiduciary, (ii) the member has knowledge
of a breach by another fiduciary and shall not make reasonable effort to remedy
the breach, (iii) the member's breach of his or her own fiduciary responsibility
permits another fiduciary to commit a breach.

     (a)    Neither the Trustee nor any member of the Administrative Committee
shall be liable for any loss or damage or depreciation which may result in
connection with the execution of their duties or the exercise of its discretion
or from any other act or omission hereunder, except when due to gross negligence
or willful misconduct. At the request of the Administrative Committee, the
Trustee is authorized to purchase insurance for the Trustee and the members of
the Administrative Committee to cover liability or loss resulting from their
acts or omissions. To the extent not covered by insurance, the Trust shall pay
all cost and expenses (including legal fees) that a member of the Administrative
Committee or Trustee may incur as a result of serving as such unless it is

                                       34


determined by a court of competent jurisdiction that such acts or omissions were
due to gross negligence or willful misconduct.

     (b)    No fee or compensation shall be paid to any member of the
Administrative Committee for his services as a committee member. Any expenses
properly incurred by the Administrative Committee shall be reimbursed or paid by
the Trust.

     12.11  ACCOUNTS

     The Administrative Committee shall establish and maintain separate
individual Employer Stock Accounts and Other Investment Accounts for each
Participant, as well as for each Former Participant who has an interest in the
Plan. Such separate Employer Stock Accounts and Other Investment Accounts shall
not require a segregation of the Trust assets and no Participant shall acquire a
specific asset of the Trust as a result of the allocations provided for in the
Plan.

                        XIII. AMENDMENTS AND TERMINATION

     13.1   PLAN AMENDMENTS

     The Bank may amend this Plan in any manner and at any time, provided,
however, that no amendment shall prejudice a Participant's or Beneficiary's
existing rights nor revert any interest in the Trust assets, income or
principal, to the Bank. An amendment shall be made by resolution of the Board of
Directors and shall be effective upon delivery of a written instrument, executed
by order of the Board of Directors to the Trustee. No amendment which affects
the rights, responsibilities or duties of the Trustee may be made without the
written consent of the Trustee.

     13.2   TERMINATION OF CONTRIBUTIONS

     The Bank has established this Plan with the bona fide intention and
expectation that from year to year it will be able to and will deem it advisable
to make its contributions as herein provided. The Bank, however, realizes that
circumstances not now foreseen or circumstances beyond its control may make it
either impossible or inadvisable to continue to make its contributions as herein
provided. In the event the Board of Directors decides it is impossible or
inadvisable for the Bank to continue to make its contributions as herein
provided, the Board of Directors shall have the power to terminate the Bank's
contributions by appropriate resolutions. A certified copy of such resolution or
resolutions shall be delivered to the Administrative Committee, and as soon as
possible thereafter, the Administrative Committee shall send or deliver to each
Participant and Beneficiary a copy of the same. After the date specified in such
resolution or resolutions, the Bank shall make no further contributions under
this Plan. In the event of such termination of contributions by the Bank, the
Plan and Trust shall remain in existence, and all of the provisions of the Plan
and the Trust shall remain in force which are necessary, in the opinion of the
Administrative Committee, other than the provisions for contributions by the
Bank, and all of the assets in the Trust on the date specified in such
resolution or resolutions shall be held, administered and distributed by the
Administrative Committee and the Trustee, in the manner provided herein. Despite
any

                                       35


other provisions of the Plan, upon complete discontinuance of contributions to
the Plan, Participants will be fully vested in their Account balances.

     13.3   TERMINATION OF PLAN

     If the Board of Directors shall terminate the Bank's contributions, in
accordance with Section 13.2, the Board of Directors shall also have the power
to terminate the Plan and Trust completely or partially, by appropriate
resolution specifying the date of such termination, certified copies of which
shall be delivered to the Administrative Committee, provided, however, that upon
complete or partial termination of the Plan or complete discontinuance of
contributions by the Bank to the Trust, the rights of each Participant to the
amounts credited to his or her Account, at such time, are non-forfeitable and
fully vested in each such Participant. Upon complete or partial termination of
the Plan and Trust, after payment of all expenses and after adjustment of
Participants' and Beneficiaries' shares for expenses, profits, losses and any
other necessary adjustments, there shall be paid to each Participant and each
Beneficiary the amount of his or her share in the Trust, in a lump sum.

                            XIV. TOP HEAVY PROVISIONS

     14.1   PROVISIONS TO APPLY

     The provisions of this Article XIV shall apply for any top-heavy Plan Year
notwithstanding anything to the contrary in the Plan. All determinations under
this Article XIV will be made in accordance with the provisions of Code Section
416 and the Regulation promulgated thereunder, which are specifically
interpreted herein by reference.

     14.2   MINIMUM CONTRIBUTION

     For any Plan Year which is a top-heavy plan year, Participating Employers
shall contribute to the Trust a minimum contribution on behalf of each
Participant who is not a key employee for such year and who has not experienced
a severance from employment with Participating Employers by the end of the Plan
Year. The minimum contribution shall, in general, equal 3% of each such
Participant's Compensation, but shall be subject to the following special rules:

     (a)    If the largest contribution on behalf of a key employee for such
year is equal to less than 3% of the key employee's Compensation, such lesser
percentage shall be the minimum contribution percentage for Participants who are
not key employees. This special rule shall not apply, however, if the Plan is
required to be included in an aggregation group and enables a defined benefit
plan to meet the requirements of Code Sections 401(a)(4) or 410.

     (b)    No minimum contribution will be required with respect to a
Participant who is also covered by another top-heavy defined contribution plan
of the Bank or a Participating Employer which meets the vesting requirements of
Code Section 416(b) and under which the Participant receives the top-heavy
minimum contribution.

                                       36


     (c)    If a Participant is also covered by a top-heavy defined benefit plan
of the Bank or an Participating Employer, "5%" shall be substituted for "3%"
above in determining the minimum contribution.

     (d)    The minimum contribution with respect to any Participant who is not
a key employee for the particular year will be offset by any Bank contributions
under Section 3.1, and qualified non-elective contributions (within the meaning
of Code Section 401(m)(4)(c)) and qualified matching contributions (within the
meaning of Regulation Section 1.401(k)-1(a)(6)) if any, under another plan of
Participating Employers. Matching Contributions that are used to satisfy the
minimum contribution requirements shall be treated as matching contributions for
purposes of the actual contribution percentage test and other requirements of
Code Section 401(m).

     (e)    If additional minimum contributions are required under this Section,
such contributions shall be credited to the Participant's Account.

     (f)    A minimum contribution required under this Section shall be made
even though, under other Plan provisions, the Participant would not otherwise be
entitled to receive an allocation for the year because of the Participant's
failure to complete 1,000 Hours of Service.

     14.3   DEFINITIONS

     For purposes of this Article XIV, the following terms have the following
meanings:

     (a)    "Key employee" means a key employee described in Code Section
416(i)(I) and "non-key employee" means any employee who is not a key employee
(including employees who are former key employees);

     (b)    "Top-heavy plan year" means a Plan Year if any of the following
conditions exist:

            (i)    The top-heavy ratio for the Plan exceeds 60 percent and the
                   Plan is not part of any required aggregation group or
                   permissive aggregation group of plans;

            (ii)   This Plan is a part of a required aggregation group of plans
                   but not part of a permissive aggregation group and the
                   top-heavy ratio for the group of plans exceeds 60 percent; or

            (iii)  The Plan is part of a required aggregation group and part of
                   a permissive aggregation group of plans and the top-heavy
                   ratio for the permissive aggregation group exceeds 60
                   percent.

     (c)    "Top-heavy ratio"

                                       37


            (i)    If any Participating Employer maintains one or more defined
                   contribution plans (including any Simplified Employee Pension
                   Plan) and the Participating Employer has not maintained any
                   defined benefit plan which during the 5-year period ending on
                   the determination date(s) has or has had accrued benefits,
                   the top-heavy ratio for the Plan alone or for the required or
                   permissive aggregation group as appropriate is a fraction,
                   the numerator of which is the sum of the account balances of
                   all key employees on the determination date(s), and the
                   denomination of which is the sum of all account balances,
                   both computed in accordance with Code Section 416. Account
                   balances shall be increased by distributions made during the
                   1-year period ending on the determination date(s) (including
                   distributions under a terminated plan which, had it not been
                   terminated, would have been aggregated with the Plan under
                   Code Section 416(g)(2)(A)(i)); provided, however, that with
                   respect to distributions made for a reason other than
                   severance from employment, death or disability, the preceding
                   clause shall be applied by substituting "1-year period" for
                   "1-year period." Both the numerator and the denominator of
                   the top-heavy ratio are increased to reflect any contribution
                   not actually made as of the determination date, but which is
                   required to be taken into account on that date under Code
                   Section 416.

            (ii)   If a Participating Employer maintains one or more defined
                   contribution plans (including any Simplified Employee Pension
                   Plan) and the Participating Employer maintains or has
                   maintained one or more defined benefit plans which during the
                   5-year period ending on the determination date(s) has or has
                   had any accrued benefits, the top-heavy ratio for any
                   required or permissive aggregation group as appropriate is a
                   fraction, the numerator of which is the sum of the account
                   balances under the aggregated defined contribution plan or
                   plans for all key employees, determined in accordance with
                   Section 14.3(c)(i), and the present value of accrued benefits
                   under the aggregated defined benefit plan or plans for all
                   key employees as of the determination date(s), and the
                   denominator of which is the sum of the account balances under
                   the aggregated defined contribution plan or plans for all
                   participants, determined in accordance with Section
                   14.3(c)(i), and the present value of all accrued benefits
                   under the defined benefit plan or plans for all participants
                   as of the determination date(s), all determined in accordance
                   with Code Section 416. The accrued benefits under a defined
                   benefit plan in both the numerator and denominator of the
                   top-heavy ratio are increased for any distribution of an
                   accrued benefit in the manner described in Section
                   14.3(c)(i).

                                       38


            (iii)  For purposes of Sections 14.3(c) (i) and (ii), the value of
                   account balances and the present value of accrued benefits
                   will be determined as of the most recent valuation date that
                   falls within or ends with the 12-month period ending on the
                   determination date, except as provided in Code Section 416
                   for the first and second plan years of a defined benefit
                   plan. The account balances and accrued benefits of a
                   participant (A) who is not a key employee but who was a key
                   employee in a prior year, or (B) who has not been credited
                   with at least one Hour of Service with any employer
                   maintaining the plan at any time during the 1-year period
                   ending on the determination date will be disregarded. The
                   calculation of the top-heavy ratio, and the extent to which
                   distributions, rollovers, and transfers are taken into
                   account will be made in accordance with Code Section 416.
                   Deductible employee contributions will not be taken into
                   account for purposes of computing the top-heavy ratio. When
                   aggregating plans, the value of account balances and accrued
                   benefits will be calculated with reference to the
                   determination dates that fall within the same calendar year.

            (iv)   The accrued benefit of a Participant other than a key
                   employee shall be determined under (A) the method, if any,
                   that uniformly applies for accrual purposes under all defined
                   benefit plans maintained by the employer, or (B) if there is
                   no such method, as if such benefit accrued not more rapidly
                   than the slowest accrual rate permitted under the fractional
                   rule of Code Section 411(b)(1)(C).

     (d)    The "permissive aggregation group" is the required aggregation group
of plans plus any other plan or plans of the employer which, when considered as
a group with the required aggregation group, would continue to satisfy the
requirements of Code Sections 401(a)(4) and 410.

     (e)    The "required aggregation group" is (i) each qualified plan of the
employer in which at least one key employee participates or participated at any
time during the determination period (regardless of whether the plan has
terminated), and (ii) any other qualified plan of the employer which enables a
plan described in clause (i) to meet the requirements of Code Sections 401
(a)(4) and 410(b).

     (f)    For purposes of computing the top-heavy ratio, the "valuation date"
shall be the last day of the applicable plan year.

     (g)    For purposes of establishing present value to compute the top-heavy
ratio, any benefit shall be discounted only for mortality and interest based on
the interest and mortality rates specified in the defined benefit plan(s), if
applicable.

     (h)    The term "determination date" means, with respect to the initial
plan year of a plan, the last day of such plan year and, with respect to any
other plan year of a plan, the last day of the preceding plan year of such plan.
The term "applicable determination

                                       39


date" means, with respect to the Plan, the determination date for the Plan Year
of reference and, with respect to any other plan, the determination date for any
plan year of such plan which falls within the same calendar year as the
applicable determination date of the Plan.

                                 XV. DEFINITIONS

     As used in this instrument, the following terms shall mean the following:

     (a)    ACCOUNT means, with respect to each Participant, the aggregate value
of his or her Employer Stock Account and Other Investment Account.

     (b)    ADMINISTRATIVE COMMITTEE means the person or persons designated by
the Board of Directors to act as such under Article XIII, provided, however,
that if the Board of Directors fails to appoint the Administrative Committee,
the executive committee of the Board of Directors will serve as the
Administrative Committee.

     (c)    AFFILIATED EMPLOYER means the Bank and any corporation which is a
member of a controlled group of corporations, as defined in Code Section 414(b),
which includes the Bank; any trade or business (whether or not incorporated)
which is under common control, as defined in Code Section 414(c) with the Bank;
any organization (whether or not incorporated) which is a member of an
affiliated service group, as defined in Code Section 414(m), which includes the
Bank; and any other entity required to be aggregated with the Bank pursuant to
Regulations under Code Section 414(o).

     (d)    ANNIVERSARY DATE means the 31st day of December each year.

     (e)    BANK means Hampden Bank.

     (f)    BENEFICIARY means a person entitled to benefits hereunder as
beneficiary of a deceased Participant or as beneficiary of a deceased
Beneficiary.

     (g)    BOARD OF DIRECTORS means the Board of Directors of the Bank, as from
time to time constituted.

     (h)    CODE means the Internal Revenue Code of 1986, as amended or replaced
from time to time.

     (i)    COMPENSATION means, with respect to any Participant, total
remuneration paid by the Employer for a Plan Year. Compensation in excess of
$220,000, as adjusted for increases in the cost of living at the same time and
in such manner as permitted under Code Section 401(a)(17)(B), shall be
disregarded. The cost-of-living adjustment in effect for a calendar year applies
to any period, not exceeding 12 months, over which compensation is determined
(determination period) beginning with or within such calendar year. If a
determination period consists of fewer than 12 months, the annual compensation
limit will be multiplied by a fraction, the numerator of which is the number of
months in the determination period, and the denominator of which is 12.
Compensation shall include any amount which is contributed by the Bank pursuant
to a salary reduction agreement

                                       40


and which is not includible in the gross income of the Employee under Code
Sections 124, 132(f), 401(k), 402(h) and 403(b).

     (j)    EMPLOYER STOCK means shares of the Bank's voting common stock having
a combined voting power and dividend rights equal to or exceeding that class of
the Bank's common stock having the greatest voting power and dividend rights.

     (k)    EMPLOYER STOCK ACCOUNT means the account of a Participant which is
credited with the shares of Employer Stock purchased and paid for by the Trust
or contributed to the Trust.

     (l)    ERISA means the Employee Retirement Income Security Act of 1974, as
amended from time to time.

     (m)    ELIGIBLE EMPLOYEE means any Employee other than (i) an Employee
covered by a collective bargaining agreement as to which retirement benefits
were the subject of good faith bargaining, (ii) an Employee who is a nonresident
alien and who receives no U.S. source income (iii) an individual who is not
characterized by or treated by the Bank as a common law employee of the
Participating Employer, and (iv) an individual hired on a temporary basis
through a staffing or temporary agency. If an individual described in clause
(iii) is reclassified or deemed to be reclassified as a common law employee of a
Participating Employer and meets the definition of an Eligible Employee, the
individual will be eligible to participate in the Plan as of the actual date of
such reclassification (to the extent such individual otherwise qualifies as an
Eligible Employee). If the effective date of reclassification is prior to the
actual date of such reclassification, in no event will the reclassified
individual be eligible to participate in the Plan retroactively to the effective
date of such reclassification. In no event shall a Leased Employee within the
meaning of Code Section 414(n) become an Eligible Employee until he or she is
actually employed by a Participating Employer.

     (n)    EMPLOYEE means any individual employed by the Bank, (i) excluding
independent contractors and (ii) including a Leased Employee and any other
individual required to be treated as an employee pursuant to Code Sections
414(n) and 414(o).

     (o)    ENTRY DATE means January 1 and July 1 of each Plan Year.

     (p)    FIDUCIARY means any person who (i) exercises any discretionary
authority or discretionary control respecting management of the Plan or
exercises any authority or control respecting management or disposition of its
assets, (ii) renders investment advise for a fee or other compensation, direct
or indirect, with respect to any monies or other property of the Plan or has any
authority or responsibility to do so, or (iii) has any discretionary authority
or discretionary responsibility in the administration of the Plan, including,
but not limited to, the Trustee, the Employer and its representative body, and
the Committee.

     (q)    FORFEITURE means that portion of a Participant's Account that is not
vested, and occurs on the earlier of (i) the distribution of the entire vested
portion of a Participant's Account, or (ii) the last day of the Plan Year in
which the Participant incurs

                                       41


five (5) consecutive One-Year Breaks in Service. In the event of a distribution
under clause (i), in the case of a terminated Participant whose vested benefit
is zero, such Terminated Participant shall be deemed to have received a
distribution of his or her vested benefit upon his termination of employment. In
addition, the term Forfeiture shall also include amounts deemed to be
Forfeitures pursuant to any other provision of this Plan.

     (r)    FORMER PARTICIPANT means a person who has been a Participant, but
who has ceased to be a Participant for any reason.

     (s)    FUND means the assets of the Plan as from time-to-time constituted.

     (t)    HIGHLY COMPENSATED EMPLOYEE means any Employee who (i) was a five
percent (5%) owner (as defined in Code Section 416(I)(1)) of the Employer at any
time during the current or the preceding Plan Year, or (ii) for the preceding
Plan Year, (A) had compensation from the Employer in excess of $100,000 (as
adjusted by the Secretary pursuant to Code Section 415(d), and (B) if the
Employer elects the application of this clause for such preceding year, was in
the top-paid group of Employees for such preceding year. For this purpose, an
Employee is in the top-paid group of Employees for any year if such Employee is
in the group consisting of the top twenty percent (20%) of the Employees when
ranked on the basis of compensation paid during such year. A Former Employee
shall be treated as a highly compensated employee if he or she was a highly
compensated employee when he or she separated from service, or was a highly
compensated employee at any time after attaining age 55.

     (u)    HIGHLY COMPENSATED PARTICIPANT means a Highly Compensated Employee
who is eligible to participate in the Plan.

     (v)    HOUR OF SERVICE means:

            (i)    each hour for which an Employee is directly or indirectly
                   compensated or entitled to compensation by the Employer for
                   the performance of duties during the applicable computation
                   period;

            (ii)   each hour for which an Employee is directly or indirectly
                   compensated or entitled to compensation by the Employer
                   (irrespective of whether the employment relationship has
                   terminated) for reasons other than performance of duties
                   (such as vacation, holidays, sickness, jury duty, disability,
                   lay-off, military duty or leave of absence) during the
                   applicable computation period;

            (iii)  each hour for which back pay is awarded or agreed to by the
                   Employer without regard to mitigation of damages.

The same Hours of Service  shall not be credited  both under (i) or (ii), as the
case may be, and under (iii).

                                       42


     Despite the forgoing, (x) no more than 501 Hours of Service are required to
be credited to an Employee on account of any single continuous period during
which the Employee performs no duties (whether or not such period occurs in a
single computation period); (y) an hour for which an Employee is directly or
indirectly paid, or entitled to payment, on account of a period during which no
duties are performed is not required to be credited to the Employee if such
payment is made or due under a plan maintained solely for the purpose of
complying with applicable worker's compensation, or unemployment compensation or
disability insurance laws; and (z) Hours of Service are not required to be
credited for a payment which solely reimburses an Employee for medical or
medically related expenses incurred by the Employee.

     An Hour of Service must be counted for purpose of determining a Year of
Service, a year of participation for purposes of accrued benefits, a One-Year
Break in Service, and employment commencement date (or reemployment commencement
date). The provisions of Department of Labor regulations Sections 2530.200b-2(b)
and (c) are incorporated herein by reference.

     (w)    NON-HIGHLY COMPENSATED PARTICIPANT means any Participant who is not
a Highly Compensated Employee.

     (x)    NORMAL RETIREMENT DATE means the Anniversary Date coinciding with or
next following the Participant's Normal Retirement Age (65th birthday). A
Participant shall become fully Vested in his Account upon attaining his Normal
Retirement Age.

     (y)    ONE-YEAR BREAK IN SERVICE shall mean the applicable computation
period during which an Employee has not completed more than 500 Hours of Service
with the Employer. Further, solely for the purpose of determining whether a
Participant has incurred a One-Year Break in Service, Hours of Service shall be
recognized for "authorized leaves of absence" and "maternity and paternity
leaves of absence." An authorized leave of absence means an unpaid, temporary
cessation from active employment with the Employer pursuant to an established
nondiscriminatory policy, whether occasioned by illness, military service, or
any other reason. A "maternity or paternity leave of absence" shall mean an
absence from work for any period by reason of the Employee's pregnancy, birth of
the Employee's child, placement of a child with the Employee in connection with
the adoption of such child, or any absence for the purpose of caring for such
child for a period immediately following such birth or placement. For this
purpose, Hours of Service shall be credited for the computation period in which
the absence from work begins, only if credit therefore is necessary to prevent
the Employee from incurring a One-Year Break in Service, or, in any other case,
in the immediately following computation period. The Hours of Service credited
for a "maternity or paternity leave of absence" shall be those which would
normally have been credited but for such absence, or, in any case in which the
Committee is unable to determine such hours normally credited, eight (8) Hours
of Service per day. The total Hours of Service required to be credited for a
"maternity or paternity leave of absence" shall not exceed 501.

                                       43


     (z)    OTHER INVESTMENT ACCOUNT means the account of a Participant which is
credited with his share of the net gain (or loss) of the Plan, Forfeitures, and
Employer contributions in other than Employer Stock and which is debited with
payments made to pay for Employer Stock.

     (aa)   PARTICIPANT means an Eligible Employee who participates in the Plan
as provided in Article II, and has not for any reason become ineligible to
participate further in the Plan.

     (bb)   PARTICIPATING EMPLOYER means the Bank and any other Affiliated
Employer that adopts this Plan with the consent of the Board of Directors.

     (cc)   PLAN means the Hampden Bank Employee Stock Ownership Plan and Trust
as set forth in this instrument and as subsequently amended and/or restated.

     (dd)   PLAN YEAR means the calendar year.

     (ee)   REGULATION means the Income Tax Regulations as promulgated by the
Secretary of the Treasury or his or her delegate, and as amended from time to
time.

     (ff)   SUSPENSE ACCOUNT means the separate account to which is credited
shares of Employer Stock pledged as collateral on a loan described in Section
4.4 prior to their allocation to Participants' Accounts.

     (gg)   DISABILITY means a physical or mental condition of a Participant
resulting from bodily injury, disease, or mental disorder which renders him
incapable of continuing his usual and customary employment with the Employer.
The disability of a Participant shall be determined by a licensed physician
chosen by the Committee. The determination shall be applied uniformly to all
Participants

     (hh)   TRUST means the trust established under Article VIII.

     (ii)   TRUSTEE means the trustee of the Trust.

     (jj)   VESTED means the non-forfeitable portion of a Participant's Account.

     (kk)   VALUATION DATE means the last day of the Plan Year and each other
date as of which the Administrative Committee determines the investment
experience of the Trust and adjust Participants' Accounts accordingly.

     (ll)   YEAR OF SERVICE means the computation period of twelve (12)
consecutive months specified below during which an Employee has at least 1,000
Hours of Service with the Bank or any Affiliated Employer.

     (i)    For purposes of eligibility for participation in the Plan, the
computation periods shall be measured from the date on which the Employee first
performs an Hour of Service and anniversaries thereof. The participation
computation periods beginning after

                                       44


a One-Year Break in Service shall be measured from the date on which an Employee
again performs an Hour of Service and anniversaries thereof.

     (ii)   For vesting purposes, the computation period shall be the Plan Year
including periods prior to the Effective Date of the Plan.

     (iii)  For all other purposes, the computation period shall be the Plan
Year.

                               XVI. MISCELLANEOUS

     16.1   EXCLUSIVE BENEFIT RULE

     No part of the corpus or income of the Trust allocable to the Plan will be
used for or diverted to purposes other than for the exclusive benefit of each
Participant and Beneficiary, except as otherwise provided under the provisions
of the Plan relating to QDROs, the payment of reasonable expenses of
administering the Plan, the return of contributions upon non-deductibility or
mistake of fact, the return of certain excess contributions or the failure of
the Plan to qualify initially.

     16.2   NON-TERMINABLE RIGHTS

     The protections and rights afforded Participants under Section 4.4
pertaining to certain restrictions on Employer Stock acquired with the proceeds
of a loan and Section 10.2 pertaining to put options shall be non-terminable.
The protections and rights with respect to Employer Stock acquired with the
proceeds of an exempt loan shall continue and not be abridged notwithstanding
the eventual repayment of the loan or the discontinuance of the Plan as an ESOP.

     16.3   LIMITATION OF RIGHTS.

     Neither the establishment of the Plan, nor any amendment thereof, nor the
creation of any fund or account, nor the payment of any benefits, will be
construed as giving to any Participant or other person any legal or equitable
right against the Bank, any Participating Employer, the Administrative Committee
or the Trustee, except as provided in this Plan, and in no event will the terms
of employment or service of any Participant be modified or in any way be
affected by his or her eligibility for or participation in the Plan. It is a
condition of the Plan, and each Participant expressly agrees by his or her
participation, that each Participant will look solely to the assets held in the
Trust for the payment of any benefit to which he or she is entitled under the
Plan.

     16.4   NON-ALIENABILITY OF BENEFITS

     No benefit provided under this Plan is subject to the voluntary or
involuntary alienation, assignment, garnishment, attachment, execution or levy
of any kind, and any attempt to cause such benefits to be so subjected will not
be recognized, unless (i) required by law, or (ii) the Administrative Committee
receives a QDRO that requires the payment of Plan benefits or the segregation of
any Account. In the case of a QDRO that is determined to be valid under the
Plan's QDRO processing procedures, the

                                       45


Participant's Account will be segregated, and benefits will be paid, accord to
its terms. Benefits provided to a Participant may be offset pursuant to a
judgment, order, decree, or settlement agreement that satisfies the conditions
of Code Section 401(a)(13)(C) and any applicable spousal consent requirements
under Code Sections 401(a)(13)(C) and (D) are satisfied.

     16.5   ADEQUACY OF DELIVERY

     Any payment to be made under the Plan by the Trustee may be made by the
Trustee's check. Mailing to a person or persons entitled to distributions
hereunder at the addresses designated by the Participating Employer or
Administrative Committee shall be adequate delivery by the Trustee of such
distributions for all purposes. If the whereabouts of a person entitled to
benefits under the Plan cannot be determined after diligent search by the
Administrative Committee, the committee may place the benefits in a federally
insured, interest-bearing bank account opened in the name of such person. Such
action shall constitute a full distribution of such benefits under the terms of
the Plan.

     16.6   SERVICE WITH ARMED FORCES

     If any Participant leaves a Participating Employer to enter the Armed
Forces of the United States or the Merchant Marines of the United States, and he
or she is entitled to reemployment rights under the laws of the United States,
his or her departure will not be deemed a termination of his or her employment
for the purposes of this Plan, and he or she will be presumed to be on leave of
absence, provided he or she returns to work with a Participating Employer within
the period of time prescribed by laws after his or her discharge, without other
intervening employment. If the Participant fails to return and the Bank
terminates his or her employment, the Bank shall notify the Administrative
Committee, and the Participant's employment shall be deemed to have terminated
on the date of receipt by the Administrative Committee of such notice. Despite
any contrary provision of the Plan, loans, contributions, benefits and service
credit with respect to qualified military service will be administered in
accordance with Code Section 414(u).

     16.7   MERGER OR CONSOLIDATION

     In case of any merger or consolidation of this Plan Trust with, or transfer
of the assets or liabilities of this Plan to any other plan and/or trust, the
terms of such merger, consolidation or transfer shall be such that each
Participant would receive (in the event of termination of this Plan or its
successor immediately thereafter) a benefit which is no less than he or she
would have received in the event of termination of this Plan immediately before
such merger, consolidation or transfer.

     16.8   GOVERNING LAW

     The Plan is construed, administered and enforced according to the laws of
the Commonwealth of Massachusetts to the extent not preempted by ERISA.


                                       46


IN WITNESS  WHEREOF,  the Bank has executed the Plan and the  Trustee(s)  has or
have executed the Trust as of this __ day of _________ 2006.

                                            HAMPDEN BANK



                                            By:
                                               -----------------------------



                                            TRUSTEE(S)



                                            --------------------------------



                                            --------------------------------

                                       47

EX-10.2

                                                                    Exhibit 10.2

                                 LOAN AGREEMENT

      THIS LOAN AGREEMENT ("Loan Agreement") is made and entered into as of the
___ day of ________, 200_, by and between [INSERT NAME OF TRUSTEE], trustee
("Borrower") of the trust established under Article VIII, and which forms a part
of, the Hampden Bank Employee Stock Ownership Plan and Trust ("ESOP"), and
____________ ("Lender"), a corporation organized and existing under the laws of
[INSERT STATE OF INCORPORATION].

                                   WITNESSETH

      WHEREAS, the Borrower is authorized to purchase shares of common stock
("Common Stock") of Hampden Bancorp, Inc., either directly from Hampden
Bancorp, Inc. or in open market purchases in an amount not to exceed
[__% of the number of shares issued in the offering].

      WHEREAS, the Borrower is authorized to borrow funds from the Lender for
the purpose of financing authorized purchases of Common Stock; and

      WHEREAS, the Lender is willing to make a loan to the Borrower for such
purpose:

      NOW, THEREFORE, the parties agree hereto as follows:

                                   ARTICLE I

                                  DEFINITIONS

      The following definitions shall apply for purposes of this Loan Agreement,
except to the extent that a different meaning is plainly indicated by the
context:

      BUSINESS DAY means any day other than a Saturday, Sunday or other day on
which banks are authorized or required to close under federal or local law.

      CODE means the Internal Revenue Code of 1986 (including the corresponding
provisions of any succeeding law).

      DEFAULT means an event or condition which would constitute an Event of
Default. The determination as to whether an event or condition would constitute
an Event of Default shall be determined without regard to any applicable
requirements of notice or lapse of time.

      ERISA means the Employee Retirement Income Security Act of 1974, as
amended (including the corresponding provisions of any succeeding law).

      EVENT OF DEFAULT means an event or condition described in Article V.



      LOAN means the loan described in section 2.1.

      LOAN DOCUMENTS means, collectively, the Loan Agreement, the Promissory
Note and the Pledge Agreement and all other documents now or hereafter executed
and delivered in connection with such documents, including all amendments,
modifications and supplements of or to all such documents.

      PLEDGE AGREEMENT means the agreement described in section 2.8(a).

      PRINCIPAL AMOUNT means the face amount of the Promissory Note, determined
as set forth in section 2.1(c).

      PROMISSORY NOTE means the promissory note described in section 2.3.

      REGISTER means the register described in section 2.9.

                                   ARTICLE II

                           THE LOAN; PRINCIPAL AMOUNT;
                       INTEREST; SECURITY; INDEMNIFICATION

      SECTION 2.1 THE LOAN; PRINCIPAL AMOUNT.

      (a) The Lender hereby agrees to lend to the Borrower such amount, and at
such time, as shall be determined under this Section 2.1; provided, however,
that in no event shall the aggregate amount lent under this Loan Agreement from
time to time exceed the aggregate amount paid by the Borrower to purchase up to
[INSERT NUMBER OF SHARES] shares of Common Stock.

      (b) Subject to the limitations of Section 2.1(a), the Borrower shall
determine the amounts borrowed under this Agreement, and the time at which such
borrowings are affected. Each such determination shall be evidenced in a writing
which shall set forth the amount to be borrowed and the date on which the Lender
shall disburse such amount, and such writing shall be furnished to the Lender by
notice from the Borrower. The Lender shall disburse to the Borrower the amount
specified in each such notice on the date specified therein or, if later, as
promptly as practicable following the Lender's receipt of such notice; provided,
however, that the Lender shall have no obligation to disburse funds pursuant to
this Agreement following the occurrence of a Default or an Event of Default
until such time as such Default or Event of Default shall have been cured.

      (c) For all purposes of this Loan Agreement, the Principal Amount on any
date shall be equal to the excess, if any, of:

      (i) the aggregate amount disbursed by the Lender pursuant to section
2.1(b) on or before such date; over

                                        2


      (ii) the aggregate amount of any repayments of such amounts made before
such date.

The Lender shall maintain on the Register a record of, and shall record in the
Promissory Note, the Principal Amount, any changes in the Principal Amount and
the effective date of any changes in the Principal Amount.

      SECTION 2.2 INTEREST.

     (a) The Borrower shall pay to the Lender interest on the Principal Amount,
for the period commencing with the first disbursement of funds under this Loan
Agreement and continuing until the Principal Amount shall be paid in full, at
the rate of [        ] percent (____%) per annum. Interest payable under this
Agreement shall be computed on the basis of a year of 365 days and actual days
elapsed (including the first day but excluding the last) occurring during the
period to which the computation relates, unless otherwise specified in the
amortization schedule.

      (b) Accrued interest on the Principal Amount shall be payable by the
Borrower on the dates set forth in Schedule I to the Promissory Note. All
interest on the Principal Amount shall be paid by the Borrower in immediately
available funds.

      (c) Anything in the Loan Agreement or the Promissory Note to the contrary
notwithstanding, the obligation of the Borrower to make payments of interest
shall be subject to the limitation that payments of interest shall not be
required to be made to the Lender to the extent that the Lender's receipt
thereof would not be permissible under the law or laws applicable to the Lender
limiting rates of interest which may be charged or collected by the Lender. Any
such payment referred to in the preceding sentence shall be made by the Borrower
to the Lender on the earliest interest payment date or dates on which the
receipt thereof would be permissible under the laws applicable to the Lender
limiting rates of interest which may be charged or collected by the Lender. Such
deferred interest shall not bear interest.

      SECTION 2.3 PROMISSORY NOTE.

      The Loan shall be evidenced by the Promissory Note of the Borrower
attached hereto.

      SECTION 2.4 PAYMENT OF TRUST LOAN.

      The Principal Amount of the Loan shall be repaid in accordance with
Schedule I to the Promissory Note on the dates specified therein until fully
paid.

      SECTION 2.5 PREPAYMENT.

      The Borrower shall be entitled to prepay the Loan in whole or in part, at
any time and from time to time; provided, however, that the Borrower shall give
notice to the

                                        3


Lender of any such prepayment; and provided, further, that any partial
prepayment of the Loan shall be in an amount not less than $1,000. Any such
prepayment shall be: (a) permanent and irrevocable; (b) accompanied by all
accrued interest through the date of such prepayment; (c) made without premium
or penalty; and (d) applied on the inverse order of the maturity of the
installment thereof unless the Lender and the Borrower agree to apply such
prepayments in some other order.

      SECTION 2.6 METHOD OF PAYMENTS.

      (a) All payments of principal, interest, other charges (including
indemnities) and other amounts payable by the Borrower hereunder shall be made
in lawful money of the United States, in immediately available funds, to the
Lender at the address specified in or pursuant to this Loan Agreement for
notices to the Lender, on the date on which such payment shall become due. Any
such payment made on such date but after such time shall, if the amount paid
bears interest, and except as expressly provided to the contrary herein, be
deemed to have been made on, and interest shall continue to accrue and be
payable thereon until, the next succeeding Business Day. If any payment of
principal or interest becomes due on a day other than a Business Day, such
payment may be made on the next succeeding Business Day, and when paid, such
payment shall include interest to the day on which payment is in fact made.

      (b) Notwithstanding anything to the contrary contained in this Loan
Agreement or the Promissory Note, the Borrower shall not be obligated to make
any payment, repayment or prepayment on the Promissory Note if doing so would
cause the ESOP to cease to be an employee stock ownership plan within the
meaning of section 4975(e)(7) of the Code or qualified under section 401(a) of
the Code or cause the Borrower to cease to be a tax exempt trust under section
501(a) of the Code or if such act or failure to act would cause the Borrower to
engage in any "prohibited transaction" as such term is defined in the section
4975(c) of the Code and the regulations promulgated thereunder which is not
exempted by section 4975(c)(2) or (d) of the Code and the regulations
promulgated thereunder or in section 406 of ERISA and the regulations
promulgated thereunder which is not exempted by section 408(b) of ERISA and the
regulations promulgated thereunder; provided, however, that in each case, the
Borrower, may act or refrain from acting pursuant to this section 2.6(b) on the
basis of an opinion of counsel, and any opinion of such counsel. The Borrower
may consult with counsel, and any opinion of such counsel shall be full and
complete authorization and protection in respect of any action taken or suffered
or omitted by it hereunder in good faith and in accordance with such opinion of
counsel. Nothing contained in this section 2.6(b) shall be construed as imposing
a duty on the Borrower to consult with counsel. Any obligation of the Borrower
to make any payment, repayment or prepayment on the Promissory Note or refrain
from taking any other act hereunder or under the Promissory Note which is
excused pursuant to this section 2.6(b) shall be considered a binding obligation
of the Borrower, or both, as the case may be, for the purposes of determining
whether a Default or Event of Default has occurred hereunder or under the
Promissory Note and nothing in this section 2.6(b) shall be construed as
providing a defense to any remedies otherwise

                                        4


available upon a Default or an Event of Default hereunder (other than the remedy
of specific performance).

      SECTION 2.7 USE OF PROCEEDS OF LOAN.

      The entire proceeds of the Loan shall be used solely for acquiring shares
of Common Stock, and for no other purpose whatsoever.

      SECTION 2.8 SECURITY.

      (a) In order to secure the due payment and performance by the Borrower of
all of its obligations under this Loan Agreement, simultaneously with the
execution and delivery of this Loan Agreement by the Borrower, the Borrower
shall:

            (i) pledge to the Lender as Collateral (as defined in the Pledge
            Agreement), and grant to the Lender a first priority lien on and
            security interest in, the Common Stock purchased with the Principal
            Amount, by the execution and delivery to the lender of the Pledge
            Agreement attached hereto as an exhibit; and

            (ii) execute and deliver, or cause to be executed and delivered,
            such other agreement, instruments and documents as the Lender may
            reasonably require in order to effect the purposes of the Pledge
            Agreement and this Loan Agreement.

      (b) The Lender shall release from encumbrance under the Pledge Agreement
and transfer to the Borrower, as of the date on which any payment or repayment
of the Principal Amount is made, a number of shares of Common Stock held as
Collateral determined pursuant to the applicable provisions of the ESOP.

      SECTION 2.9 REGISTRATION OF THE PROMISSORY NOTE.

      (a) The Lender shall maintain a Register providing for the registration of
the Principal Amount and any stated interest and of transfer and exchange of the
Promissory Note. Transfer of the Promissory Note may be effected only by the
surrender of the old instrument and either the reissuance by the Borrower of the
old instrument to the new holder or the issuance by the Borrower of a new
instrument to the new holder. The old Promissory Note so surrendered shall be
canceled by the Lender and returned to the Borrower after such cancellation.

      (b) Any new Promissory Note issued pursuant to section 2.9(a) shall carry
the same rights to interest (unpaid and to accrue) carried by the Promissory
Note so transferred or exchanged so that there will not be any loss or gain of
interest on the note surrender. Such new Promissory Note shall be subject to all
of the provisions and entitled to all of the benefits of this Agreement. Prior
to due presentment for registration or transfer, the Borrower may deem and treat
the registered holder of any Promissory Note as the holder thereof for purposes
of payment and other purposes. A notation shall be made on each

                                        5


new Promissory Note of the amount of all payments of principal and interest
theretofore paid.

                                  ARTICLE III

                 REPRESENTATIONS AND WARRANTIES OF THE BORROWER

      The Borrower hereby represents and warrants to the Lender as follows:

      SECTION 3.1 POWER, AUTHORITY, CONSENTS.

      The Borrower has the power to execute, deliver and perform this Loan
Agreement, the Promissory Note and Pledge Agreement, all of which have been duly
authorized by all necessary and proper corporate or other action.

      SECTION 3.2 DUE EXECUTION, VALIDITY, ENFORCEABILITY.

      Each of the Loan Documents, including, without limitation, this Loan
Agreement, the Promissory Note and the Pledge Agreement, has been duly executed
and delivered by the Borrower; and each constitutes the valid and legally
binding obligation of the Borrower, enforceable in accordance with its terms.

      SECTION 3.3 PROPERTIES, PRIORITY OF LIENS.

      The liens which have been created and granted by the Pledge Agreement
constitute valid, first liens on the properties and assets covered by the Pledge
Agreement, subject to no prior or equal lien.

      SECTION 3.4 NO DEFAULTS, COMPLIANCE WITH LAWS.

      The Borrower is not in default in any material respect under any
agreement, ordinance, resolution, decree, bond, note, indenture, order or
judgment to which it is a party or by which it is bound, or any other agreement
or other instrument by which any of the properties or assets owned by it is
materially affected.

      SECTION 3.5 PURCHASE OF COMMON STOCK.

      Upon consummation of any purchase of Common Stock by the Borrower with the
proceeds of the Loan, the Borrower shall acquire valid, legal and marketable
title to all of the Common Stock so purchased, free and clear of any liens,
other than a pledge to the Lender of the Common Stock so purchased pursuant to
the Pledge Agreement. Neither the execution and delivery of the Loan Documents
nor the performance of any obligation thereunder violates any provisions of law
or conflicts with or results in a breach of or creates (with or without the
giving of notice of lapse of time, or both) a default under any agreement to
which the Borrower is a party or by which it is bound or any of its properties
is affected. No consent of any federal, state, or local governmental authority,

                                        6


agency, or other regulatory body, the absence of which could have a materially
adverse effect on the Borrower or the Trustee, is or was required to be obtained
in connection with the execution, delivery, or performance of the Loan Documents
and the transaction contemplated therein or in connection therewith, including
without limitation, with respect to the transfer of the shares of Common Stock
purchased with the proceeds of the Loan pursuant thereto.

      SECTION 3.6 ESOP; CONTRIBUTIONS.

      The ESOP will be duly created, organized and maintained in compliance with
all applicable laws, regulations and rulings. The ESOP will qualify as an
"employee stock ownership plan" as defined in section 4975(e)(7) of the Code.
The ESOP provides that the ESOP sponsor may make contributions to the ESOP in an
amount necessary to enable the Trustee to amortize the Loan in accordance with
the terms of the Promissory Note; provided, however, that no such contributions
shall be required if they would adversely affect the qualification of the ESOP
under section 401(a) of the Code.

      SECTION 3.7 TRUSTEE.

      The trustees of the ESOP have been duly appointed by the ESOP sponsor.

      SECTION 3.8 COMPLIANCE WITH LAWS; ACTIONS.

      Neither the execution and delivery by the Borrower of this Loan Agreement
or any instruments required thereby, nor compliance with the terms and
provisions of any such documents by the lender, constitutes a violation of any
provision of any law or any regulation, order, writ, injunction or decree or any
court or governmental instrumentality, or an event of default under any
agreement, to which the Borrower is a party of which the Borrower is bound or to
which the Borrower is subject, which violation or event of default would have a
material adverse effect on the Borrower. There is no action or proceeding
pending or threatened against either the ESOP or the Borrower before any court
or administrative agency.

                                   ARTICLE IV

                  REPRESENTATIONS AND WARRANTIES OF THE LENDER

      The Lender hereby represents and warrants to the Borrower as follows:

      SECTION 4.1 POWER, AUTHORITY, CONSENTS.

      The Lender has the power to execute, deliver and perform this Loan
Agreement, the Pledge Agreement and all documents executed by the Lender in
connection with the Loan, all of which have been duly authorized by all
necessary and proper corporate or other action. No consent, authorization or
approval or other action by any governmental authority or regulatory body, and
no notice by the Lender to, or filing by the Lender with

                                        7


any governmental authority or regulatory body is required for the due execution,
delivery and performance of this Loan Agreement.

      SECTION 4.2 DUE EXECUTION, VALIDITY, ENFORCEABILITY.

      This Loan Agreement and the Pledge Agreement have been duly executed and
delivered by the Lender, and each constitutes a valid and legally binding
obligation of the Lender, enforceable in accordance with its terms.

                                   ARTICLE V

                               EVENTS OF DEFAULT

      SECTION 5.1 EVENTS OF DEFAULT UNDER LOAN AGREEMENT.

      Each of the following events shall constitute an "Event of Default"
hereunder:

      (a) Failure to make any payment or mandatory prepayment of principal of
the Promissory Note when due, or failure to make any payment of interest on the
Promissory Note not later than five (5) Business Days after the date when due.

      (b) Failure by the Borrower to perform or observe any term, condition or
covenant of this Loan Agreement or of any of the other Loan Documents, including
without limitation, the Promissory Note and the Pledge Agreement.

      (c) Any representation or warranty made in writing to the Lender in any of
the Loan Documents, or any certificate, statement or report made or delivered in
compliance with this Loan Agreement, shall have been false or misleading in any
material respect when made or delivered.

      SECTION 5.2 LENDER'S RIGHTS UPON EVENT OF DEFAULT.

      If an Event of Default under this Loan Agreement shall occur and be
continuing, the Lender shall have no rights to assets of the Borrower other
than: (a) contributions (other than contributions of Common Stock) that are made
by the ESOP sponsor to enable the Borrower to meet its obligations pursuant to
this Loan Agreement and earnings attributable to the investment of such
contributions and (b) "Eligible Collateral" (as defined in the Pledge
Agreement); provided, however, that; (i) the value of the Borrower's assets
transferred to the Lender following an Event of Default in satisfaction of the
due and unpaid amount of the Loan shall not exceed the amount in default
(without regard to amounts owing solely as a result of any acceleration of the
Loan); (ii) the Borrower's assets shall be transferred to the Lender following
an Event of Default only to the extent of the failure of the Borrower to meet
the payment schedule of the Loan; and (iii) all rights of the Lender to the
Common Stock purchased with the proceeds of the Loan covered by the Pledge
Agreement following an Event of Default shall be governed by the terms of the
Pledge Agreement.

                                        8


                                   ARTICLE VI

                            MISCELLANEOUS PROVISIONS

      SECTION 6.1 PAYMENTS DUE TO THE LENDER.

      If any amount is payable by the Borrower to the Lender pursuant to any
indemnity obligation contained herein, then the Borrower shall pay, at the time
or times provided therefor, any such amount and shall indemnify the Lender
against and hold it harmless from any loss of damage resulting from or arising
out of the nonpayment or delay in payment of any such amount. If any amounts as
to which the Borrower has so indemnified the Lender hereunder shall be assessed
or levied against the Lender, the Lender may notify the Borrower and make
immediate payment thereof, together with interest or penalties in connection
therewith, and shall thereupon be entitled to and shall receive immediate
reimbursement therefor from the Borrower together with interest on each such
amount as provided in section 2.2(c). Notwithstanding any other provision
contained in this Loan Agreement, the covenants and agreements of the Borrower
contained in this section 6.1 shall survive payment of the Promissory Note and
termination of this Loan Agreement.

      SECTION 6.2 PAYMENTS.

      All payments hereunder and under the Promissory Note shall be made without
set-off or counterclaim and in such amounts as may be necessary in order that
all such payments shall not be less than the amounts otherwise specified to be
paid under this Loan Agreement and the Promissory Note, subject to any
applicable tax withholding requirements. Upon payment in full of the Promissory
Note, the Lender shall mark such Promissory Note "Paid" and return it to the
Borrower.

      SECTION 6.3 SURVIVAL.

      All agreements, representations and warranties made herein shall survive
the delivery of this Loan Agreement and the Promissory Note.

      SECTION 6.4 MODIFICATIONS, CONSENTS AND WAIVERS; ENTIRE AGREEMENT.

      No modification, amendment or waiver of or with respect to any provision
of this Loan Agreement, the Promissory Note, the Pledge Agreement, or any of the
other Loan Documents, nor consent to any departure from any of the terms or
conditions thereof, shall in any event be effective unless it shall be in
writing and signed by the party against whom enforcement thereof is sought. Any
such waiver or consent shall be effective only in the specific instance and for
the purpose for which given. No consent to or demand on a party in any case
shall, of itself, entitle it to any other or further notice or demand in similar
or other circumstances. This Loan Agreement embodies the entire agreement and

                                        9


understanding between the Lender and the Borrower and supersedes all prior
agreements and understandings relating to the subject matter hereof.

      SECTION 6.5 REMEDIES CUMULATIVE.

      Each and every right granted to the Lender hereunder or under any other
document delivered hereunder or in connection herewith, or allowed it by law or
equity, shall be cumulative and may be exercised from time to time. No failure
on the part of the Lender or the holder of the Promissory Note to exercise, and
no delay in exercising, any right shall operate as a waiver thereof, nor shall
any single or partial exercise of any right preclude any other or future
exercise thereof or the exercise of any other right. The due payment and
performance of the obligations under the Loan Documents shall be without regard
to any counterclaim, right of offset or any other claim whatsoever which the
Borrower may have against the Lender and without regard to any other obligation
of any nature whatsoever which the Lender may have to the Borrower, and no such
counterclaim or offset shall be asserted by the Borrower in any action, suit or
proceeding instituted by the Lender for payment or performance of such
obligations.

      SECTION 6.6 FURTHER ASSURANCES; COMPLIANCE WITH COVENANTS.

      At any time and from time to time, upon the request of the Lender, the
Borrower shall execute, deliver and acknowledge or cause to be executed,
delivered and acknowledged, such further documents and instruments and do such
other acts and things as the Lender may reasonably request in order to fully
effect the terms of this Loan Agreement, the Promissory Note, the Pledge
Agreement, the other Loan Documents and any other agreements, instruments and
documents delivered pursuant hereto or in connection with the Loan.

      SECTION 6.7 NOTICES.

      Except as otherwise specifically provided for herein, all notice,
requests, reports and other communications pursuant to this Loan Agreement shall
be in writing, either by letter (delivered by hand or commercial messenger
service or sent by registered or certified mail, return receipt requested,
except for routine reports delivered in compliance with Article VI hereof which
may be sent by ordinary first-class mail) or fax addressed as follows:

     (a) If to the Borrower:

            [INSERT NAME OF TRUSTEE], Trustee
            Hampden Bank Employee Stock
             Ownership Plan and Trust
            [INSERT STREET ADDRESS]
            [INSERT CITY, STATE AND ZIP CODE]

                                       10


     (b) If to the Lender:

            [INSERT NAME OF LENDER]
            [INSERT STREET ADDRESS]
            [INSERT CITY, STATE AND ZIP CODE]

Any notice, request or communication hereunder shall be deemed to have been
given on the day on which it is delivered by hand or by commercial messenger
service, or sent by facsimile, to such party at its address specified above, or,
if sent by mail, on the third Business Day after the day deposited in the mail,
postage prepaid, addressed as aforesaid. Any party may change the person or
address to whom or which notices are to be given hereunder, by notice duly given
hereunder; provided, however, that any such notice shall be deemed to have been
given only when actually received by the party to whom it is addressed.

      SECTION 6.8 COUNTERPARTS.

      This Loan Agreement may be signed in any number of counterparts which,
when taken together, shall constitute one and the same document.

      SECTION 6.9 CONSTRUCTION; GOVERNING LAW.

      The headings used in the table of contents and in this Loan Agreement are
for convenience only and shall not be deemed to constitute a part hereof. All
uses herein of any gender or of singular or plural terms shall be deemed to
include uses of the other genders or plural or singular terms, as the context
may require. All references in this Loan Agreement of an Article or section
shall be to an Article or section of this Loan Agreement, unless otherwise
specified. This Loan Agreement, the Promissory Note, the Pledge Agreement and
the other Loan Documents shall be governed by, and construed and interpreted in
accordance with, the laws of the Commonwealth of Massachusetts.

      SECTION 6.10 SEVERABILITY.

      Wherever possible, each provision of this Loan Agreement shall be
interpreted in such manner as to be effective and valid under applicable law;
however, the provisions of this Loan Agreement are severable, and if any clause
of provision hereof shall be held invalid or unenforceable in whole or in part
in any jurisdiction, then such invalidity or unenforceability shall affect only
such clause or provision, or part thereof, in such jurisdiction and shall not in
any manner affect such clause or provision in any other jurisdiction, or any
other clause or provisions in this Loan Agreement in any jurisdiction. Each of
the covenants, agreements and conditions contained in this Loan Agreement
independent, and compliance by a party with any of them shall not excuse
non-compliance by such party with any other. The Borrower shall not take any
action the effect of which shall constitute a breach or violation of any
provision of this Loan Agreement.

                                       11


      SECTION 6.11 BINDING EFFECT: NO ASSIGNMENT OR DELEGATION.

      This Loan Agreement shall be binding upon and inure to the benefit of the
Borrower and its successors and the Lender and its successors and assigns. The
rights and obligations of the Borrower under this Agreement shall not be
assigned or delegated without the prior written consent of the Lender, and any
purported assignment or delegation without such consent shall be void.

      IN WITNESS WHEREOF, the parties have caused this Loan Agreement to be
executed as of the date first written above.


                                          Hampden Bank Employee Stock
                                          Ownership Plan and Trust

                                          By:
                                          -------------------------------------
                                          Trustee

                                          [LENDER]

                                          By:
                                             ----------------------------------

                                       12


                                     FORM OF
                                PLEDGE AGREEMENT

      THIS PLEDGE AGREEMENT ("Pledge Agreement") is made as of the __ day of
__________________ 200_, by and between [INSERT NAME OF TRUSTEE], trustee
("Borrower") of the trust established under Article VIII, and which forms a part
of, the Hampden Bank Employee Stock Ownership Plan and Trust ("Pledgor"), and
____________, a corporation organized and existing under the laws of [INSERT
STATE OF INCORPORATION] ("Pledgee").

                                   WITNESSETH

      WHEREAS, this Pledge Agreement is being executed and delivered to the
Pledgee pursuant to the terms of a Loan Agreement ("Loan Agreement"), by and
between the Pledgor and the Pledgee;

      NOW, THEREFORE, in consideration of the mutual agreements contained herein
and in the Loan Agreement, the parties hereto do hereby covenant and agree as
follows:

      SECTION 1. DEFINITIONS. The following definitions shall apply for purposes
of this Pledge Agreement, except to the extent that a different meaning is
plainly indicated by the context; all capitalized terms used but not defined
herein shall have the respective meanings assigned to them in the Loan
Agreement:

      COLLATERAL shall mean the Pledged Shares and, subject to section 5 hereof,
and to the extent permitted by applicable law, all rights with respect thereto,
and all proceeds of such Pledged Shares and rights.

      ESOP shall mean the Hampden Bank Employee Stock Ownership Plan and Trust.

      EVENT OF DEFAULT shall mean an event so defined in the Loan Agreement.

      LIABILITIES shall mean all the obligations of the Pledgor to the Pledgee,
howsoever created, arising or evidenced, whether direct or indirect, absolute or
contingent, now or hereafter existing, or due or to become due, under the Loan
Agreement and the Promissory Note.

      PLEDGED SHARES shall mean all the Shares of Common Stock of the Pledgee
purchased by the Pledgor with the proceeds of the loan made by the Pledgee to
the Pledgor pursuant to the Loan Agreement, but excluding any such shares
previously released pursuant to section 4.

      SECTION 2. PLEDGE. To secure the payment of and performance of all the
Liabilities, the Pledgor hereby pledges to the Pledgee, and grants to the
Pledgee, a security interest in, and lien upon, the Collateral.



      SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE PLEDGOR. The Pledgor
represents, warrants, and covenants to the Pledgee as follows:

      (a) the execution, delivery and performance of this Pledge Agreement and
the pledging of the Collateral hereunder do not and will not conflict with,
result in a violation of, or constitute a default under, any agreement binding
upon the Pledgor;

      (b) the Pledged Shares are and will continue to be owned by the Pledgor
free and clear of any liens or rights of any other person except the lien
hereunder and under the Loan Agreement in favor of the Pledgee, and the security
interest of the Pledgee in the Pledged Shares and the proceeds thereof is and
will continue to be prior to and senior to the rights of all others;

      (c) this Pledge Agreement is the legal, valid, binding and enforceable
obligation of the Pledgor in accordance with its terms;

      (d) the Pledgor shall, from time to time, upon request of the Pledgee,
promptly deliver to the Pledgee such stock powers, proxies, and similar
documents, satisfactory in form and substance to the Pledgee, with respect to
the Collateral as the Pledgee may reasonably request; and

      (e) subject to the first sentence of section 4(b), the Pledgor shall not,
so long as any Liabilities are outstanding, sell, assign, exchange, pledge or
otherwise transfer or encumber any of its rights in and to any of the
Collateral.

      SECTION 4. ELIGIBLE COLLATERAL.

      (a) As used herein the term "Eligible Collateral" shall mean the amount of
Collateral which has an aggregate fair market value equal to the amount by which
the Pledgor is in default (without regard to any amounts owing solely as the
result of an acceleration of the Loan Agreement) or such lesser amount of
Collateral as may be required pursuant to Section 13 of this Pledge Agreement.

      (b) The Pledged Shares shall be released from this Pledge Agreement in a
manner conforming to the requirements of Treasury Regulation Section
54.4975-7(b)(8), as the same may be from time to time amended or supplemented,
and the applicable provisions of the ESOP. Subject to such Regulations, the
Pledgee may from time to time, after any Default or Event of Default, and
without prior notice to the Pledgor, transfer all or any part of the Eligible
Collateral in the name of the Pledgee or its nominee, without disclosing that
such Eligible Collateral is subject to any rights of the Pledgor and may from
time to time, whether before or after any of the Liabilities shall become due
and payable, without notice to the Pledgor, take all or any of the following
actions: (i) notify the parties obligated on any of the Eligible Collateral to
make payment to the Pledgee of any amounts due or due to become due thereunder,
(ii) release or exchange all or any part of the Eligible Collateral, or
compromise or extend or renew for any period (whether or

                                       2


not longer than the original period) any obligations of any nature of any party
with respect thereto, and (iii) take control of any proceeds of the Eligible
Collateral.

      SECTION 5. DELIVERY.

      (a) The Pledgor shall deliver to the Pledgee upon execution of this Pledge
Agreement (i) either (A) certificates for the Pledged Shares, each certificate
duly signed in blank by the Pledgor or accompanied by a stock transfer power
duly signed in blank by the Pledgor and each such certificate accompanied by all
required documentary or stock transfer tax stamps or (B) if the Trustee does not
yet have possession of the Pledged Shares, an assignment by the Pledgor of all
the Pledgor's rights to and interest in the Pledged Shares and (ii) an
irrevocable proxy, in form and substance satisfactory to the Pledgee, signed by
the Pledgor with respect to the Pledged Shares.

      (b) So long as no Default or Event of Default shall have occurred and be
continuing, (i) the Pledgor shall be entitled to exercise any and all voting and
other rights pertaining to the Collateral or any part thereof for any purpose
not inconsistent with the terms of this Pledge Agreement, and (ii) the Pledgor
shall be entitled to receive any and all cash dividends or other distributions
paid in respect of the Collateral.

      SECTION 6. EVENTS OF DEFAULT.

      (a) If a Default or Event Default shall be existing, in addition to the
rights it may have under the Loan Agreement, the Promissory Note, and this
Pledge Agreement, or by virtue of any other instrument, (i) the Pledgee may
exercise, with respect to the Eligible Collateral, from time to time, any rights
and remedies available to it under the Uniform Commercial Code as in effect from
time to time in the Commonwealth of Massachusetts or otherwise available to it
and (ii) the Pledgee shall have the right, for and in the name, place and stead
of the Pledgor, to execute endorsement, assignments, stock powers and other
instruments of conveyance or transfer with respect to all or any of the Eligible
Collateral. Written notification of intended disposition of any of the Eligible
Collateral shall be given by the Pledgee to the Pledgor at least three (3)
Business Days before such disposition. Subject to section 13 below, any proceeds
of any disposition of Eligible Collateral may be applied by the Pledgee to the
payment of expenses in connection with the Eligible Collateral, including,
without limitation, reasonable attorneys' fees and legal expenses, and any
balance of such proceeds may be applied by the Pledgee toward the payment of
such of the Liabilities as are in Default, and in such order of application, as
the Pledgee may from time to time elect. No action of the Pledgee permitted
hereunder shall impair or affect its rights in and to the Eligible Collateral.
All rights and remedies of the Pledgee expressed hereunder are in addition to
all other rights and remedies possessed by it, including, without limitation,
those contained in the documents referred to in the definition of Liability in
section 1 hereof.

      (b) In any sale of any of the Eligible Collateral after a Default or an
Event of Default shall have occurred, the Pledgee is hereby authorized to comply
with any limitation or restriction in connection with such sale as it may be
advised by counsel if necessary in

                                       3


order to avoid violation of applicable law (including, without limitation,
compliance with such procedures as may restrict the number of prospective
bidders and purchasers or further restrict such prospective bidders or
purchasers to persons who will represent and agree that they are purchasing for
their own account for investment and not with a view to the distribution or
resale of such Eligible Collateral), or in order to obtain such required
approval of the sale or of the purchase by any governmental regulatory authority
or official, and the Pledgor further agrees that such compliance shall not
result in such sale's being considered or deemed not to have been made in a
commercially reasonable manner, nor shall the Pledgee be liable or accountable
to the Pledgor for any discount allowed by reason of the fact that such Eligible
Collateral is sold in compliance with any such limitation or restriction.

      SECTION 7. PAYMENT IN FULL. Upon the payment in full of all outstanding
Liabilities, this Pledge Agreement shall terminate and the Pledgee shall
forthwith assign, transfer and deliver to the Pledgor, against receipt and
without recourse to the Pledgee, all Collateral then held by the Pledgee
pursuant to the Pledge Agreement.

      SECTION 8. NO WAIVER. No failure or delay in the part of the Pledgee in
exercising any right or remedy hereunder or under any other document which
confers or grants any rights to the Pledgee in respect of the Liabilities shall
operate as a waiver thereof nor shall any single or partial exercise of any such
rights or remedy preclude any other or further exercise thereof or the exercise
of any other right or remedy of the Pledgee.

      SECTION 9. BINDING EFFECT; NO ASSIGNMENT OR DELEGATION. This Pledge
Agreement shall be binding upon and inure to the benefit of the Pledgor, the
Pledgee and their respective successors and assigns, except that the Pledgor may
not assign or transfer its rights hereunder without the prior written consent of
the Pledgee (which consent shall not unreasonably be withheld). Each duty or
obligation of the Pledgor to the Pledgee pursuant to the provisions of this
Pledge Agreement shall be performed in favor of any person or entity designated
by the Pledgee, and any duty or obligation of the Pledgee to the Pledgor may be
performed by any other person or entity designated by the Pledgee.

      SECTION 10. GOVERNING LAW. This Pledge Agreement shall be governed by and
construed in accordance with the laws of the Commonwealth of Massachusetts
applicable to agreements to be performed wholly within the Commonwealth of
Massachusetts.

      SECTION 11. NOTICES. All notices, requests, instructions or documents
hereunder shall be in writing and delivered personally or sent by United States
mail, registered or certified, return receipt requested, with proper postage
prepaid as follows:

      (a) If to the Pledgee:

            [INSERT NAME]
            [INSERT STREET ADDRESS]
            [INSERT CITY, STATE AND ZIP CODE]


                                       4



      (b) If to the Pledgor:

            [INSERT NAME OF TRUSTEE], Trustee
            Hampden Bank Employee Stock
             Ownership Plan and Trust
            [INSERT STREET ADDRESS]
            [INSERT CITY, STATE AND ZIP CODE]

or at such other address as either of the parties may designate by written
notice to the other party. If delivered personally, the date on which a notice,
request, instruction or document is delivered shall be the date on which such
delivery is made, and, if delivered by mail, the date on which such notice,
request, instruction, or document is deposited in the mail shall be the date of
delivery. Each notice, request, instruction or document shall bear the date on
which it is delivered.

      SECTION 12. INTERPRETATION. Wherever possible each provision of this
Pledge Agreement shall be interpreted in such manner as to be effective and
valid under applicable law, but if any provision herein shall be prohibited by
or invalid under such law, such provision shall be ineffective to the extent of
such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions hereof.

      SECTION 13. CONSTRUCTION. All provisions hereof shall be construed so as
to maintain (a) the ESOP as a qualified leveraged employee stock ownership plan
under section 401(a) and 4975(e)(7) of the Internal Revenue Code of 1986 (the
"Code"), (b) the Trust as exempt from taxation under section 501(a) of the Code
and (c) the Trust Loan as an exempt loan under section 54.4975-7(b) of the
Treasury Regulations and as described in Department of Labor Regulation section
2550.408b-3.

      IN WITNESS WHEREOF, this Pledge Agreement has been duly executed by the
parties hereto as of the day and year first above written.


                                       Hampden Bank Employee Stock
                                       Ownership Plan and Trust (Pledgor)

                                       By:
                                       ---------------------------------------
                                       Trustee

                                       ____________ (Pledgee)

                                       By:
                                          ------------------------------------


                                       5


                                     FORM OF
                                 PROMISSORY NOTE

     FOR VALUE RECEIVED, the undersigned, Hampden Bank Employee Stock Ownership
Plan and Trust (the "Borrower"), hereby promises to pay to the order of Hampden
Bancorp, Inc. (the "Lender") up to [$_________] payable in accordance with the
Loan Agreement made and entered into between the Borrower and the Lender of even
date herewith ("Loan Agreement") pursuant to which this Promissory Note is
issued.

     The Principal Amount of this Promissory Note shall be payable in accordance
with the attached Schedule I.

     This Promissory Note shall bear interest at the rate per annum established
under the Loan Agreement, and shall be payable in [insert number of annual
installments] of principal and interest accordance with Schedule I.

     Anything herein to the contrary notwithstanding, the obligation of the
Borrower to make payments of interest shall be subject to the limitation that
payments of interest shall not be required to be made to the Lender to the
extent that the Lender's receipt thereof would not be permissible under the law
or laws applicable to the Lender limiting rates on interest which may be charged
or collected by the Lender. Any such payments on interest which are not made as
a result of the limitation referred to in the preceding sentence shall be made
by the Borrower to the Lender on the earliest interest payment date or dates on
which the receipt thereof would be permissible under the laws applicable to the
Lender limiting rates of interest which may be charged or collected by the
Lender. Such deferred interest shall not bear interest.

     Payments of both principal and interest on this Promissory Note are to be
made at the principal office of the Lender or such other place as the holder
hereof shall designate to the Borrower in writing, in lawful money of the United
States of America in immediately available funds.

     Failure to make any payments of principal on this Promissory Note when due,
or failure to make any payment of interest on this Promissory Note not later
than five (5) Business Days after the date when due, shall constitute a default
hereunder, whereupon the principal amount of accrued interest on this Promissory
Note shall immediately become due and payable in accordance with the terms of
the Loan Agreement.



     This Promissory Note is secured by a Pledge Agreement between the Borrower
and the Lender of even date herewith and is entitled to the benefits thereof.


                                       Hampden Bank Employee Stock
                                       Ownership Plan and Trust


                                       By: Trustee
                                       ---------------------------




                                   Schedule I

               Installment
                   No.              Date Due              Amount

                   1.
                   2.
                   3.
                   4.
                   5.
                   6.
                   7.
                   8.
                   9.
                  10.

EX-10.3

                                                                    Exhibit 10.3

                       PROTOTYPE DEFINED CONTRIBUTION PLAN

                                  SPONSORED BY

                                      SBERA

                             BASIC PLAN DOCUMENT #01


THIS DOCUMENT IS COPYRIGHTED UNDER THE LAWS OF THE UNITED STATES. ITS USE,
DUPLICATION OR REPRODUCTION, INCLUDING THE USE OF ELECTRONIC MEANS, IS
PROHIBITED BY LAW WITHOUT THE EXPRESS CONSENT OF THE AUTHOR.



                                TABLE OF CONTENTS

                                                                                                           
DEFINITIONS.......................................................................................................1
   1.1          ACTUAL CONTRIBUTION PERCENTAGE (ACP)..............................................................1
   1.2          ACTUAL DEFERRAL PERCENTAGE (ADP)..................................................................1
   1.3          ADOPTION AGREEMENT................................................................................2
   1.4          AGGREGATE LIMIT...................................................................................2
   1.5          ALLOCATION DATE(S)................................................................................2
   1.6          ANNUAL ADDITIONS..................................................................................2
   1.7          ANNUITY STARTING DATE.............................................................................3
   1.8          APPLICABLE CALENDAR YEAR..........................................................................3
   1.9          APPLICABLE LIFE EXPECTANCY........................................................................3
   1.10         AVERAGE ANNUAL COMPENSATION.......................................................................3
   1.11         AVERAGE CONTRIBUTION PERCENTAGE (ACP).............................................................4
   1.12         AVERAGE DEFERRAL PERCENTAGE (ADP).................................................................4
   1.13         BENEFICIARY.......................................................................................4
   1.14         BREAK IN SERVICE..................................................................................4
   1.15         CODE..............................................................................................5
   1.16         COMPENSATION......................................................................................5
   1.17         COVERED COMPENSATION..............................................................................8
   1.18         CUSTODIAN.........................................................................................8
   1.19         DAVIS-BACON ACT...................................................................................8
   1.20         DEFINED BENEFIT PLAN..............................................................................8
   1.21         DEFINED BENEFIT (PLAN) FRACTION...................................................................8
   1.22         DEFINED CONTRIBUTION DOLLAR LIMITATION............................................................9
   1.23         DEFINED CONTRIBUTION PLAN.........................................................................9
   1.24         DEFINED CONTRIBUTION (PLAN) FRACTION..............................................................9
   1.25         DIRECT ROLLOVER...................................................................................9
   1.26         DISABILITY........................................................................................9
   1.27         DISTRIBUTION CALENDAR YEAR........................................................................9
   1.28         EARLY RETIREMENT AGE..............................................................................9
   1.29         EARLY RETIREMENT DATE............................................................................10
   1.30         EARNED INCOME....................................................................................10
   1.31         EFFECTIVE DATE...................................................................................10
   1.32         ELECTION PERIOD..................................................................................10
   1.33         ELAPSED TIME.....................................................................................10
   1.34         ELECTIVE DEFERRALS...............................................................................10
   1.35         ELIGIBLE EMPLOYEE................................................................................11
   1.36         ELIGIBLE EMPLOYER................................................................................11
   1.37         ELIGIBLE PARTICIPANT.............................................................................11
   1.38         ELIGIBLE RETIREMENT PLAN.........................................................................11
   1.39         ELIGIBLE ROLLOVER DISTRIBUTION...................................................................11
   1.40         EMPLOYEE.........................................................................................12
   1.41         EMPLOYER.........................................................................................12
   1.42         ENTRY DATE.......................................................................................12
   1.43         ERISA............................................................................................13
   1.44         EXCESS AGGREGATE CONTRIBUTIONS...................................................................13
   1.45         EXCESS ANNUAL ADDITIONS..........................................................................13
   1.46         EXCESS CONTRIBUTION..............................................................................13
   1.47         EXCESS ELECTIVE DEFERRALS........................................................................13
   1.48         EXPECTED YEAR OF SERVICE.........................................................................13
   1.49         FIRST DISTRIBUTION CALENDAR YEAR.................................................................13
   1.50         HARDSHIP.........................................................................................13
   1.51         HIGHEST AVERAGE COMPENSATION.....................................................................13
   1.52         HIGHLY COMPENSATED EMPLOYEE......................................................................14
   1.53         HOUR OF SERVICE..................................................................................14
   1.54         INTEGRATION LEVEL................................................................................15
   1.55         KEY EMPLOYEE.....................................................................................15





                                                                                                        
   1.56         LEASED EMPLOYEE..................................................................................15
   1.57         LIMITATION YEAR..................................................................................15
   1.58         MASTER OR PROTOTYPE PLAN.........................................................................16
   1.59         MATCHING CONTRIBUTION............................................................................16
   1.60         MAXIMUM PERMISSIBLE AMOUNT.......................................................................16
   1.61         NET PROFIT.......................................................................................16
   1.62         NORMAL RETIREMENT AGE............................................................................16
   1.63         NORMAL RETIREMENT DATE...........................................................................16
   1.64         OWNER-EMPLOYEE...................................................................................16
   1.65         PAIRED PLANS.....................................................................................16
   1.66         PARTICIPANT......................................................................................16
   1.67         PARTICIPANT'S BENEFIT............................................................................17
   1.68         PERIOD OF SEVERANCE..............................................................................17
   1.69         PERMISSIVE AGGREGATION GROUP.....................................................................17
   1.70         PLAN.............................................................................................17
   1.71         PLAN ADMINISTRATOR...............................................................................17
   1.72         PLAN SPONSOR.....................................................................................17
   1.73         PLAN YEAR........................................................................................17
   1.74         PRESENT VALUE....................................................................................17
   1.75         PRIOR PLAN YEAR..................................................................................17
   1.76         PRIOR SAFE HARBOR PLAN...........................................................................17
   1.77         PROJECTED ANNUAL BENEFIT.........................................................................18
   1.78         PROJECTED PARTICIPATION..........................................................................18
   1.79         QUALIFIED DOMESTIC RELATIONS ORDER (QDRO ORDER)..................................................18
   1.80         QUALIFIED EARLY RETIREMENT AGE...................................................................18
   1.81         QUALIFIED JOINT AND SURVIVOR ANNUITY (QJSA)......................................................19
   1.82         QUALIFIED MATCHING CONTRIBUTIONS (QMACs).........................................................19
   1.83         QUALIFIED NON-ELECTIVE CONTRIBUTIONS (QNECs).....................................................19
   1.84         QUALIFIED PLAN...................................................................................19
   1.85         QUALIFIED PRE-RETIREMENT SURVIVOR ANNUITY........................................................19
   1.86         QUALIFIED VOLUNTARY CONTRIBUTION.................................................................19
   1.87         REQUIRED AGGREGATION GROUP.......................................................................19
   1.88         REQUIRED BEGINNING DATE..........................................................................20
   1.89         REQUIRED AFTER-TAX CONTRIBUTIONS.................................................................20
   1.90         ROLLOVER CONTRIBUTION............................................................................20
   1.91         SALARY DEFERRAL AGREEMENT........................................................................20
   1.92         SAVINGS INCENTIVE MATCH PLAN FOR EMPLOYEES (SIMPLE)..............................................20
   1.93         SELF-EMPLOYED INDIVIDUAL.........................................................................20
   1.94         SERVICE..........................................................................................20
   1.95         SEVERANCE DATE...................................................................................21
   1.96         SEVERANCE PERIOD.................................................................................21
   1.97         SERVICE PROVIDER.................................................................................21
   1.98         SHAREHOLDER EMPLOYEE.............................................................................21
   1.99         SIMPLIFIED EMPLOYEE PENSION PLAN.................................................................21
   1.100        SPONSOR..........................................................................................21
   1.101        SPOUSE...........................................................................................21
   1.102        STATED BENEFIT FORMULA...........................................................................21
   1.103        SUPER TOP-HEAVY PLAN.............................................................................21
   1.104        TAXABLE WAGE BASE................................................................................21
   1.105        TOP-HEAVY DETERMINATION DATE.....................................................................21
   1.106        TOP-HEAVY PLAN...................................................................................22
   1.107        TOP-HEAVY RATIO..................................................................................22
   1.108        TOP-PAID GROUP...................................................................................23
   1.109        TRANSFER CONTRIBUTION............................................................................23
   1.110        TRUST............................................................................................23
   1.111        TRUSTEE..........................................................................................23

   



                                                                                                           
   1.112        UNIFORMED SERVICES EMPLOYMENT AND REEMPLOYMENT RIGHTS ACT OF 1994 (USERRA).......................23
   1.113        VALUATION DATE...................................................................................23
   1.114        VESTED ACCOUNT BALANCE...........................................................................24
   1.115        VOLUNTARY AFTER-TAX CONTRIBUTION.................................................................24
   1.116        WELFARE BENEFIT FUND.............................................................................24
   1.117        YEAR OF SERVICE..................................................................................24

ELIGIBILITY REQUIREMENTS.........................................................................................27

   2.1          ELIGIBILITY......................................................................................27
   2.2          DETERMINATION OF ELIGIBILITY.....................................................................27
   2.3          CHANGE IN CLASSIFICATION OF EMPLOYMENT...........................................................27
   2.4          PARTICIPATION....................................................................................28
   2.5          EMPLOYMENT RIGHTS................................................................................28
   2.6          SERVICE WITH CONTROLLED GROUPS...................................................................28
   2.7          LEASED EMPLOYEES.................................................................................28
   2.8          THRIFT PLAN......................................................................................29
   2.9          TARGET BENEFIT PLAN..............................................................................29
   2.10         DAVIS-BACON PLAN.................................................................................29
   2.11         WAIVER OF PARTICIPATION..........................................................................29
   2.12         OMISSION OF ELIGIBLE EMPLOYEE....................................................................30
   2.13         INCLUSION OF INELIGIBLE EMPLOYEE.................................................................30

EMPLOYER CONTRIBUTIONS...........................................................................................31

   3.1          CONTRIBUTION AMOUNT..............................................................................31
   3.2          CONTRIBUTION AMOUNT FOR A SIMPLE 401(K) PLAN.....................................................31
   3.3          RESPONSIBILITY FOR CONTRIBUTIONS.................................................................32
   3.4          RETURN OF CONTRIBUTIONS..........................................................................32
   3.5          MERGER OF ASSETS FROM ANOTHER PLAN...............................................................32
   3.6          COVERAGE REQUIREMENTS............................................................................33
   3.7          ELIGIBILITY FOR CONTRIBUTION.....................................................................33
   3.8          TARGET BENEFIT PLAN CONTRIBUTION.................................................................34
   3.9          DAVIS-BACON PLAN CONTRIBUTION....................................................................35
   3.10         UNIFORM DOLLAR CONTRIBUTION......................................................................35
   3.11         UNIFORM POINTS CONTRIBUTION......................................................................35
   3.12         403(B) MATCHING CONTRIBUTION.....................................................................35

EMPLOYEE CONTRIBUTIONS...........................................................................................36

   4.1          VOLUNTARY AFTER-TAX CONTRIBUTIONS................................................................36
   4.2          REQUIRED AFTER-TAX CONTRIBUTIONS.................................................................36
   4.3          QUALIFIED VOLUNTARY CONTRIBUTIONS................................................................36
   4.4          ROLLOVER CONTRIBUTIONS...........................................................................36
   4.5          PLAN TO PLAN TRANSFER CONTRIBUTIONS..............................................................37
   4.6          VOLUNTARY DIRECT TRANSFERS BETWEEN PLANS.........................................................37
   4.7          ELECTIVE DEFERRALS IN A 401(K) PLAN..............................................................38
   4.8          ELECTIVE DEFERRALS IN A SIMPLE 401(K) PLAN.......................................................39
   4.9          AUTOMATIC ENROLLMENT.............................................................................40
   4.10         MAKE-UP CONTRIBUTIONS UNDER USERRA...............................................................41

PARTICIPANT ACCOUNTS.............................................................................................42

   5.1          SEPARATE ACCOUNTS................................................................................42
   5.2          VALUATION DATE...................................................................................42
   5.3          ALLOCATIONS TO PARTICIPANT ACCOUNTS..............................................................43
   5.4          ALLOCATING EMPLOYER CONTRIBUTIONS................................................................43
   5.5          ALLOCATING INVESTMENT EARNINGS AND LOSSES........................................................44
   5.6          ALLOCATION ADJUSTMENTS...........................................................................44
   5.7          PARTICIPANT STATEMENTS...........................................................................45





                                                                                                           
   5.8          CHANGES IN METHOD AND TIMING OF VALUING PARTICIPANTS' ACCOUNTS...................................45

RETIREMENT BENEFITS AND DISTRIBUTIONS............................................................................46

   6.1          NORMAL RETIREMENT BENEFITS.......................................................................46
   6.2          EARLY RETIREMENT BENEFITS........................................................................46
   6.3          BENEFITS ON TERMINATION OF EMPLOYMENT............................................................46
   6.4          RESTRICTIONS ON IMMEDIATE DISTRIBUTIONS..........................................................47
   6.5          NORMAL AND OPTIONAL FORMS OF PAYMENT.............................................................48
   6.6          COMMENCEMENT OF BENEFITS.........................................................................49
   6.7          TRANSITIONAL RULES FOR CASH-OUT LIMITS...........................................................50
   6.8          IN-SERVICE WITHDRAWALS...........................................................................51
   6.9          HARDSHIP WITHDRAWALS.............................................................................53
   6.10         DIRECT ROLLOVER OF BENEFITS......................................................................54
   6.11         PARTICIPANT'S NOTICE.............................................................................54
   6.12         ASSETS TRANSFERRED FROM MONEY PURCHASE PENSION PLANS.............................................55
   6.13         ASSETS TRANSFERRED FROM A CODE SECTION 401(K) PLAN...............................................55

DISTRIBUTION REQUIREMENTS........................................................................................56

   7.1          JOINT AND SURVIVOR ANNUITY REQUIREMENTS..........................................................56
   7.2          MINIMUM DISTRIBUTION REQUIREMENTS................................................................56
   7.3          LIMITS ON DISTRIBUTION PERIODS...................................................................56
   7.4          REQUIRED DISTRIBUTIONS ON OR AFTER THE REQUIRED BEGINNING DATE...................................56
   7.5          REQUIRED BEGINNING DATE..........................................................................57
   7.6          TRANSITIONAL RULES...............................................................................59
   7.7          DESIGNATION OF BENEFICIARY.......................................................................60
   7.8          BENEFICIARY......................................................................................60
   7.9          DISTRIBUTION BEGINNING BEFORE DEATH..............................................................60
   7.10         DISTRIBUTION BEGINNING AFTER DEATH...............................................................61
   7.11         DISTRIBUTION OF EXCESS ELECTIVE DEFERRALS........................................................61
   7.12         DISTRIBUTION OF EXCESS CONTRIBUTIONS.............................................................62
   7.13         DISTRIBUTION OF EXCESS AGGREGATE CONTRIBUTIONS...................................................63
   7.14         DISTRIBUTIONS TO MINORS AND INDIVIDUALS WHO ARE LEGALLY INCOMPETENT..............................63
   7.15         UNCLAIMED BENEFITS...............................................................................63

JOINT AND SURVIVOR ANNUITY REQUIREMENTS..........................................................................65

   8.1          APPLICABILITY OF PROVISIONS......................................................................65
   8.2          PAYMENT OF QUALIFIED JOINT AND SURVIVOR ANNUITY..................................................65
   8.3          PAYMENT OF QUALIFIED PRE-RETIREMENT SURVIVOR ANNUITY.............................................65
   8.4          QUALIFIED ELECTION...............................................................................65
   8.5          NOTICE REQUIREMENTS FOR QUALIFIED JOINT AND SURVIVOR ANNUITY.....................................66
   8.6          NOTICE REQUIREMENTS FOR QUALIFIED PRE-RETIREMENT SURVIVOR ANNUITY................................66
   8.7          SPECIAL SAFE HARBOR EXCEPTION FOR CERTAIN PROFIT-SHARING OR 401(K) PLANS.........................67
   8.8          TRANSITIONAL JOINT AND SURVIVOR ANNUITY RULES....................................................67
   8.9          AUTOMATIC JOINT AND SURVIVOR ANNUITY AND EARLY SURVIVOR ANNUITY..................................68
   8.10         ANNUITY CONTRACTS................................................................................69

VESTING..........................................................................................................70

   9.1          EMPLOYEE CONTRIBUTIONS...........................................................................70
   9.2          EMPLOYER CONTRIBUTIONS...........................................................................70
   9.3          VESTING OF EMPLOYER CONTRIBUTIONS IN A SIMPLE 401(K) PLAN........................................70
   9.4          COMPUTATION PERIOD...............................................................................70
   9.5          REQUALIFICATION PRIOR TO FIVE CONSECUTIVE ONE-YEAR BREAKS IN SERVICE.............................70
   9.6          REQUALIFICATION AFTER FIVE CONSECUTIVE ONE-YEAR BREAKS IN SERVICE................................70
   9.7          CALCULATING VESTED INTEREST......................................................................70
   9.8          FORFEITURES......................................................................................71
   9.9          AMENDMENT OF VESTING SCHEDULE....................................................................71





                                                                                                           
   9.10         SERVICE WITH CONTROLLED GROUPS...................................................................72
   9.11         COMPLIANCE WITH UNIFORMED SERVICES EMPLOYMENT AND REEMPLOYMENT RIGHTS ACT OF 1994................72

LIMITATIONS ON ALLOCATIONS.......................................................................................73

   10.1         PARTICIPATION IN THIS PLAN ONLY..................................................................73
   10.2         DISPOSITION OF EXCESS ANNUAL ADDITIONS...........................................................73
   10.3         PARTICIPATION IN MULTIPLE DEFINED CONTRIBUTION PLANS.............................................74
   10.4         DISPOSITION OF EXCESS ANNUAL ADDITIONS UNDER TWO PLANS...........................................74
   10.5         PARTICIPATION IN THIS PLAN AND A DEFINED BENEFIT PLAN............................................74

ANTIDISCRIMINATION TESTING.......................................................................................75

   11.1         GENERAL TESTING REQUIREMENTS.....................................................................75
   11.2         ADP TESTING LIMITATIONS..........................................................................75
   11.3         SPECIAL RULES RELATING TO APPLICATION OF THE ADP TEST............................................76
   11.4         CALCULATION AND DISTRIBUTION OF EXCESS CONTRIBUTIONS AND EXCESS AGGREGATE CONTRIBUTIONS..........76
   11.5         QUALIFIED NON-ELECTIVE AND/OR MATCHING CONTRIBUTIONS.............................................77
   11.6         ACP TESTING LIMITATIONS..........................................................................77
   11.7         SPECIAL RULES RELATING TO THE APPLICATION OF THE ACP TEST........................................78
   11.8         RECHARACTERIZATION...............................................................................79
   11.9         NONDISCRIMINATION TESTS IN A SIMPLE 401(K) PLAN..................................................79
   11.10        SAFE HARBOR RULES OF APPLICATION.................................................................79
   11.11        SAFE HARBOR DEFINITIONS..........................................................................81
   11.12        REQUIRED RESTRICTIONS ON SAFE HARBOR CONTRIBUTIONS...............................................81
   11.13        ADP TEST SAFE HARBOR.............................................................................82
   11.14        ACP TEST SAFE HARBOR.............................................................................82
   11.15        SAFE HARBOR STATUS...............................................................................82
   11.16        SAFE HARBOR NOTICE REQUIREMENT...................................................................83
   11.17        SATISFYING SAFE HARBOR CONTRIBUTION REQUIREMENTS UNDER ANOTHER DEFINED CONTRIBUTION PLAN.........84

ADMINISTRATION...................................................................................................86

   12.1         PLAN ADMINISTRATOR...............................................................................86
   12.2         PERSONS SERVING AS PLAN ADMINISTRATOR............................................................87
   12.3         ACTION BY EMPLOYER...............................................................................87
   12.4         RESPONSIBILITIES OF THE PARTIES..................................................................87
   12.5         ALLOCATION OF INVESTMENT RESPONSIBILITY..........................................................87
   12.6         APPOINTMENT OF INVESTMENT MANAGER................................................................88
   12.7         PARTICIPANT INVESTMENT DIRECTION.................................................................88
   12.8         APPLICATION OF ERISA SECTION 404(C)..............................................................89
   12.9         PARTICIPANT LOANS................................................................................89
   12.10        INSURANCE POLICIES...............................................................................91
   12.11        DETERMINATION OF QUALIFIED DOMESTIC RELATIONS ORDER (QDRO OR ORDER)..............................93
   12.12        RECEIPT AND RELEASE FOR PAYMENTS.................................................................94
   12.13        RESIGNATION AND REMOVAL..........................................................................94
   12.14        CLAIMS AND CLAIMS REVIEW PROCEDURE...............................................................94
   12.15        BONDING..........................................................................................95

TRUST PROVISIONS.................................................................................................96

   13.1         ESTABLISHMENT OF THE TRUST.......................................................................96
   13.2         CONTROL OF PLAN ASSETS...........................................................................96
   13.3         DISCRETIONARY TRUSTEE............................................................................96
   13.4         NONDISCRETIONARY TRUSTEE.........................................................................97
   13.5         PROVISIONS RELATING TO INDIVIDUAL TRUSTEES.......................................................97
   13.6         INVESTMENT INSTRUCTIONS..........................................................................97





                                                                                                          
   13.7         FIDUCIARY STANDARDS..............................................................................98
   13.8         POWERS OF THE TRUSTEE............................................................................98
   13.9         APPOINTMENT OF ADDITIONAL TRUSTEE AND ALLOCATION OF RESPONSIBILITIES............................101
   13.10        COMPENSATION, ADMINISTRATIVE FEES AND EXPENSES..................................................101
   13.11        RECORDS.........................................................................................101
   13.12        LIMITATION ON LIABILITY AND INDEMNIFICATION.....................................................102
   13.13        CUSTODIAN.......................................................................................104
   13.14        INVESTMENT ALTERNATIVES OF THE CUSTODIAN........................................................104
   13.15        PROHIBITED TRANSACTIONS.........................................................................105
   13.16        EXCLUSIVE BENEFIT RULES.........................................................................105
   13.17        ASSIGNMENT AND ALIENATION OF BENEFITS...........................................................105
   13.18        LIQUIDATION OF ASSETS...........................................................................105
   13.19        RESIGNATION AND REMOVAL.........................................................................106

TOP-HEAVY PROVISIONS............................................................................................107

   14.1         APPLICABILITY OF RULES..........................................................................107
   14.2         MINIMUM CONTRIBUTION............................................................................107
   14.3         MINIMUM VESTING.................................................................................107
   14.4         LIMITATIONS ON ALLOCATIONS......................................................................108
   14.5         USE OF SAFE HARBOR CONTRIBUTIONS TO SATISFY TOP-HEAVY CONTRIBUTION RULES........................108
   14.6         TOP-HEAVY RULES FOR SIMPLE 401(K) PLANS.........................................................108

AMENDMENT AND TERMINATION.......................................................................................109

   15.1         AMENDMENT BY SPONSOR............................................................................109
   15.2         AMENDMENT BY EMPLOYER...........................................................................109
   15.3         PROTECTED BENEFITS..............................................................................109
   15.4         PLAN TERMINATION................................................................................109
   15.5         DISTRIBUTION RESTRICTIONS UNDER A CODE SECTION 401(K) PLAN......................................110
   15.6         QUALIFICATION OF EMPLOYER'S PLAN................................................................110
   15.7         MERGERS AND CONSOLIDATIONS......................................................................110
   15.8         QUALIFICATION OF PROTOTYPE......................................................................111

GOVERNING LAW...................................................................................................112

   16.1         GOVERNING LAW...................................................................................112
   16.2         STATE COMMUNITY PROPERTY LAWS...................................................................112

IRS MODEL AMENDMENT.............................................................................................113

AMENDMENT TO THE PROTOTYPE DEFINED CONTRIBUTION PLAN BASIC PLAN DOCUMENT #01......................................1

MINIMUM DISTRIBUTION REQUIREMENTS MODEL AMENDMENT.................................................................1

ARTICLE XVII......................................................................................................1

   17.1         EFFECTIVE DATE....................................................................................1
   17.2         COORDINATION WITH MINIMUM DISTRIBUTION REQUIREMENTS PREVIOUSLY IN EFFECT..........................1
   17.3         PRECEDENCE........................................................................................1
   17.4         REQUIREMENTS OF TREASURY REGULATIONS INCORPORATED.................................................1
   17.5         TEFRA SECTION 242(B)(2) ELECTIONS.................................................................1
   17.6         REQUIRED BEGINNING DATE...........................................................................1
   17.7         DEATH OF PARTICIPANT BEFORE DISTRIBUTIONS BEGIN...................................................1
   17.8         FORMS OF DISTRIBUTIONS............................................................................2
   17.9         AMOUNT OF REQUIRED MINIMUM DISTRIBUTION FOR EACH DISTRIBUTION CALENDAR YEAR.......................2
   17.10        LIFETIME REQUIRED MINIMUM DISTRIBUTIONS CONTINUE THROUGH YEAR OF PARTICIPANT'S DEATH..............2
   17.11        DEATH ON OR AFTER DISTRIBUTIONS BEGIN.............................................................2





                                                                                                            
   17.12        DEATH BEFORE DATE DISTRIBUTIONS BEGIN.............................................................3
   17.13        DESIGNATED BENEFICIARY............................................................................3
   17.14        DISTRIBUTION CALENDAR YEAR........................................................................3
   17.15        LIFE EXPECTANCY...................................................................................4
   17.16        PARTICIPANT'S ACCOUNT BALANCE.....................................................................4
   17.17        REQUIRED BEGINNING DATE...........................................................................4

CODE SECTION 125 MODEL AMENDMENT..................................................................................1

IRS MODEL AMENDMENT CODE SECTION 125 "DEEMED CONTRIBUTIONS".......................................................1

DEEMED IRA AMENDMENT..............................................................................................1








                       PROTOTYPE DEFINED CONTRIBUTION PLAN

                                  SPONSORED BY

                                      SBERA


The Sponsor hereby establishes this Plan for use by its clients who wish to
adopt a qualified retirement plan. This Plan shall be interpreted in a manner
consistent with the intention of the adopting Employer that this Plan satisfy
Internal Revenue Code Sections 401 and 501. Any Plan and Trust established
hereunder shall be so established for the exclusive benefit of Plan Participants
and their Beneficiaries and shall be administered under the following terms and
conditions:

                                    ARTICLE I

                                   DEFINITIONS

1.1      ACTUAL CONTRIBUTION PERCENTAGE (ACP) The ratio (expressed as a
percentage and calculated separately for each Participant) of:

         (a)   the Participant's Contribution Percentage Amounts [as defined at
               (c)-(f)] for a Plan Year, to

         (b)   the Participant's Compensation for such Plan Year. [Unless
               otherwise specified in the Adoption Agreement, Compensation will
               only include amounts for the period during which the Employee was
               eligible to participate.]

Contribution Percentage Amounts on behalf of any Participant shall include:

         (c)   the amount of Voluntary After-tax Contributions, Required
               After-tax Contributions, Matching Contributions (except to the
               extent such Matching Contributions may be disregarded in
               accordance with IRS Notice 98-1), and Qualified Matching
               Contributions (to the extent not taken into account for purposes
               of the ADP test) made under the Plan on behalf of the
               Participant,

         (d)   forfeitures of Excess Aggregate Contributions or Matching
               Contributions allocated to the Participant's account which shall
               be taken into account in the year in which such forfeiture is
               allocated,

         (e)   at the election of the Employer, Qualified Non-Elective
               Contributions, and

         (f)   the Employer may elect to use Elective Deferrals in the
               Contribution Percentage Amounts as long as the ADP test is met
               before the Elective Deferrals are used in the ACP test and
               continues to be met following the exclusion of those Elective
               Deferrals that are used to meet the ACP test.

Contribution amounts shall not include Matching Contributions, whether or not
Qualified, that are forfeited either to correct Excess Aggregate Contributions,
or because the contributions to which they relate are Excess Deferrals, Excess
Contributions, or Excess Aggregate Contributions.

1.2      ACTUAL DEFERRAL PERCENTAGE (ADP) The ratio (expressed as a percentage
and calculated separately for each Participant) of:

         (a)   the amount of Employer contributions [as defined at (c) - (d)]
               actually contributed to the Trust on behalf of such Participant
               for a Plan Year, to

         (b)   the Participant's Compensation for such Plan Year. [Unless
               otherwise specified in the Adoption Agreement, Compensation will
               only include amounts received for the period during which the
               Employee was eligible to participate.]



Employer contributions on behalf of any Participant shall include:

         (c)   any Elective Deferrals made pursuant to the Participant's Salary
               Deferral Agreement, including Excess Elective Deferrals of Highly
               Compensated Employees, but excluding Excess Elective Deferrals
               distributed to Non-Highly Compensated Employees and Elective
               Deferrals that are either taken into account in the Contribution
               Percentage test (provided the ADP test is satisfied both with and
               without exclusion of these Elective Deferrals) or are returned as
               excess Annual Additions,

         (d)   at the election of the Employer, Qualified Non-Elective
               Contributions and Qualified Matching Contributions.

For purposes of computing Actual Deferral Percentages, an eligible Employee who
fails to make Elective Deferrals shall be treated as a Participant on whose
behalf no Elective Deferrals are made.

1.3      ADOPTION AGREEMENT
The document attached to this Plan by which an Employer who adopts a Plan elects
the terms and conditions of a Qualified Plan established under this Basic Plan
Document #01.

1.4      AGGREGATE LIMIT
The sum of:

         (a)   125% of the greater of the Average Deferral Percentage of the
               Non-Highly Compensated Employees for the Prior Plan Year or the
               Average Contribution Percentage of Non-Highly Compensated
               Employees under the 401(k) Plan subject to Code Section 401(m)
               for the Plan Year beginning with or within the Prior Plan Year,
               and

         (b)   the lesser of 200% or two percent plus the lesser of such ADP or
               ACP.

Alternatively, the Aggregate Limit can be determined by substituting "the lesser
of 200% or two percent plus" for "125% of" in (a) above, and substituting "125%
of" for "the lesser of 200% or two percent plus" in (b) above if it would result
in a larger Aggregate Limit.

If the Employer has elected in the Adoption Agreement to use the Current Year
Testing Method, then, in calculating the Aggregate Limit for a particular Plan
Year, the Non-Highly Compensated Employees' ADP and ACP for that Plan Year,
instead of the prior Plan Year, is used.

1.5      ALLOCATION DATE(S)
The date or dates on which Participant recordkeeping accounts are adjusted to
reflect account activity including but not limited to contributions, loans
distributions, Hardship withdrawals, as well as earnings activity including but
not limited to income, capital gains or market fluctuations in accordance with
Article V hereof. Unless the Plan Administrator in a uniform and
nondiscriminatory manner designates otherwise, all allocations for a particular
Plan Year will be made as of the Valuation Date of that Plan Year.

1.6      ANNUAL ADDITIONS
The sum of the following amounts credited to a Participant's account for the
Limitation Year:

         (a)   Employer contributions (under Article III),

         (b)   Employee contributions (under Article IV),

         (c)   forfeitures,

         (d)   Employer allocations under a Simplified Employee Pension Plan,

                                        2


         (e)   amounts allocated after March 31, 1984, to an individual medical
               account as defined in Code Section 415(l)(2), which is part of a
               pension or annuity plan maintained by the Employer (these amounts
               are treated as Annual Additions to a Defined Contribution Plan
               though they arise under a Defined Benefit Plan), and

         (f)   amounts derived from contributions paid or accrued after 1985, in
               taxable years ending after 1985, which are either attributable to
               post-retirement medical benefits allocated to the account of a
               Key Employee or to a Welfare Benefit Fund maintained by the
               Employer. For purposes of this paragraph, an Employee is a Key
               Employee if he or she meets the requirements of paragraph 1.55 at
               any time during the Plan Year or any preceding Plan Year.

For purposes of applying the limitations of Code Section 415, the transfer of
funds from one Qualified Plan to another is not considered an Annual Addition.
The following are not Employee contributions for the purposes of Annual
Additions:

         (g)   Rollover Contributions [as defined in Code Sections 402(e)(6),
               403(a)(4), 403(b)(8) and 408(d)(3)];

         (h)   repayments of loans made to a Participant from the Plan;

         (i)   repayments of distributions received by an Employee pursuant to
               Code Section 411(a)(7)(B) (cash-outs);

         (j)   repayments of distributions received by an Employee pursuant to
               Code Section 411(a)(3)(D) (mandatory contributions); and

         (k)   Employee contributions to a Simplified Employee Pension Plan
               excludible from gross income under Code Section 408(k)(6).

Employee and Employer make-up contributions under USERRA received during the
current Limitation Year shall be treated as Annual Additions with respect to the
Limitation Year to which the make-up contributions are attributable. Excess
Amounts applied in a Limitation Year to reduce Employer contributions will be
considered Annual Additions for such Limitation Year, pursuant to the provisions
of Article X.

1.7      ANNUITY STARTING DATE
The first day of the first period for which an amount is paid as an annuity or
in any other form.

1.8      APPLICABLE CALENDAR YEAR
The First Distribution Calendar Year, and in the event of the recalculation of
life expectancy, such succeeding calendar year. If payments commence in
accordance with paragraph 7.4(d) before the Required Beginning Date, the
Applicable Calendar Year is the year such payments commence. If distribution is
in the form of an immediate annuity purchased after the Participant's death with
the Participant's remaining interest, the Applicable Calendar Year is the year
of purchase.

1.9      APPLICABLE LIFE EXPECTANCY
The life expectancy or joint and last survivor expectancy calculated using the
attained age of the Participant or Beneficiary as of the Participant's or
Beneficiary's birthday in the Applicable Calendar Year, reduced by one for each
calendar year which has elapsed since the date life expectancy was first
calculated. If life expectancy is being recalculated, the Applicable Life
Expectancy shall be the life expectancy as so recalculated. The life expectancy
of a non-Spouse Beneficiary may not be recalculated.

1.10     AVERAGE ANNUAL COMPENSATION
The average of a Participant's annual Compensation as defined in paragraph 1.16
of this Basic Plan Document #01, over the three (3) consecutive Plan Year period
ending in either the current year or any prior year that produces the highest
average. If the Participant has fewer than three (3) years of participation in
this Plan, Compensation is averaged over the Participant's total period of
participation.

                                        3


1.11     AVERAGE CONTRIBUTION PERCENTAGE (ACP)
The average of the Actual Contribution Percentages for the eligible Participants
in a specified group of Participants for a Plan Year.

1.12     AVERAGE DEFERRAL PERCENTAGE (ADP)
The average of the Actual Deferral Percentages for Participants in a specified
group of Participants for a Plan Year.

1.13     BENEFICIARY
A "Beneficiary" is any person other than the Participant and an estate or trust
who by operation of law, or under the terms of the Plan is entitled to receive
any Vested Account Balance of a Participant under the Plan. A "Designated
Beneficiary" is any individual designated or determined in accordance with Code
Section 401(a)(9) and the Regulations issued thereunder, except that it shall
not include any person who becomes a beneficiary by virtue of the laws of
inheritance or intestate succession.

1.14     BREAK IN SERVICE

         (a)   If the Hours of Service method is used in determining either an
               Employee's initial or continuing eligibility to participate in
               the Plan, or the nonforfeitable interest in the Employee's
               account balance derived from Employer contributions, a Break in
               Service is a twelve (12) consecutive month period during which
               the Employee has not completed more than five hundred (500) Hours
               of Service.

         (b)   For purposes of determining whether a Break in Service has
               occurred in a particular computation period, an Employee who is
               absent from work for maternity or paternity reasons shall receive
               credit for Hours of Service which would otherwise have been
               credited to such Employee but for such absence, or in any case in
               which such hours cannot be determined, with eight (8) Hours of
               Service per day of such absence. The Hours of Service to be so
               credited shall be credited in the computation period in which the
               absence begins if the crediting is necessary to prevent a Break
               in Service in that period or, in all other cases, in the
               following computation periods.

         (c)   With respect to determinations based on the Elapsed Time method,
               a severance period of not less than twelve (12) consecutive
               months. In the case of an Employee who is absent from work for
               maternity or paternity reasons, the twelve (12) consecutive month
               period beginning on the first anniversary of the first day of
               such absence shall not constitute a Break in Service.

         (d)   Notwithstanding the foregoing, in the case of an Employee who is
               absent from work beyond the first anniversary of the first day of
               absence from work for maternity or paternity reasons, such period
               begins on the second anniversary of the first day of such
               absence. The period between the first and second anniversaries of
               said first day of absence from work is neither a Period of
               Service for which the Employee will receive credit nor is such
               period a Break in Service. For purposes of this paragraph, an
               absence from work for maternity or paternity reasons means an
               absence (1) by reason of the pregnancy of the Employee, (2) by
               reason of the birth of a child of the Employee, (3) by reason of
               the placement of a child with the Employee in connection with the
               adoption of such child by such Employee, or (4) for purposes of
               caring for such child for a period beginning immediately
               following such birth or placement.

         (e)   An Employer adopting the Elapsed Time method is required to
               credit periods of Service and, under the Service spanning rules,
               certain periods of severance of twelve (12) months or less. Under
               the first Service spanning rule, if an Employee severs from
               Service as a result of resignation, discharge or retirement and
               then returns to Service within twelve (12) months, the Period of
               Severance is required to be taken into account. A situation may
               arise in which an Employee is absent from Service for any reason
               other than resignation, discharge, retirement and during the
               absence a resignation, discharge or retirement occurs. The second
               Service spanning rule provides that, under such circumstances,
               the Plan is required to take into account the period of time
               between the severance from Service date (i.e., the date of
               resignation, discharge or retirement) and the first anniversary
               of the date on which the Employee was first absent, if the
               Employee returns to Service on or before such first anniversary
               date.

                                        4


1.15     CODE
The Internal Revenue Code of 1986, including any amendments thereto. Reference
to any section or subsection of the Code, includes reference to any comparable
or succeeding provisions of any legislation which amends, supplements or
replaces such section or subsection, and also includes reference to any
Regulation issued pursuant to or with respect to such section or subsection.

1.16     COMPENSATION
The Employer may select one of the following three safe harbor definitions of
Compensation in the Adoption Agreement. The definition of Compensation (for
Employers who adopt) under standardized plans, plans that provide permitted
disparity (other than the CODA portion of these plans), Target Benefit Plans and
for Employers determining top-heavy minimum contributions must be one of the
three safe harbor definitions of Compensation. In a Nonstandardized Adoption
Agreement, the Employer may modify the definition of Compensation provided that
such definition, as modified, satisfies the provisions of Code Sections 414(s)
and 401(a)(4). Compensation will also include Compensation by the Employer
through another employer or entity under the provisions of Code Sections 3121
and 3306.

         (a)   CODE SECTION 3401(a) WAGES - All remuneration received by an
               Employee for services performed for the Employer which are
               subject to Federal income tax withholding at the source. Unless
               elected otherwise in the Adoption Agreement, Compensation shall
               include any amount deferred under a Salary Deferral Agreement
               which is not includible in the gross income of a Participant
               under Code Section 125 in connection with a cafeteria plan, Code
               Section 402(e)(3) in connection with a cash or deferred plan,
               Code Section 402(h)(1)(B) in connection with a Simplified
               Employee Pension Plan, Code Section 401(k) in connection with a
               SIMPLE Retirement Account, Code Section 457 in connection with a
               Plan maintained under said Section, and Code Section 403(b) in
               connection with a tax-sheltered annuity plan. Wages are
               determined without regard to any rules that limit the
               remuneration included in wages based on the nature or location of
               the employment or the services performed [such as the exception
               for agricultural labor in Code Section 3401(a)(2)]. For
               Limitation Years beginning after December 31, 1997, for purposes
               of applying the limitations of this paragraph, Compensation paid
               or made available during such Limitation Year shall include any
               Elective Deferral [as defined in Code Section 402(g)(3)], and any
               amount which is contributed or deferred by the Employer at the
               election of the Employee and which is not includible in the gross
               income of the Employee by reason of Code Sections 125, 132(f)(4),
               402(e)(3), 402(h)(1), or 403(b).

         (b)   CODE SECTIONS 6041, 6051 AND 6052 REPORTABLE WAGES - All
               remuneration received by an Employee for services performed for
               the Employer which are required to be reported on Form W-2.
               Unless otherwise elected in the Adoption Agreement, Compensation
               shall include any amount deferred under a Salary Deferral
               Agreement which is not includible in the gross income of a
               Participant under Code Section 125 in connection with a cafeteria
               plan, Code Section 402(e)(3) in connection with a cash or
               deferred plan, Code Section 402(h)(1)(B) in connection with a
               Simplified Employee Pension Plan, and Code Section 403(b) in
               connection with a tax-sheltered annuity plan. A Participant's
               wages includes remuneration defined at subparagraph (a) above and
               all other remuneration paid to an Employee by the Employer (in
               the course of the Employer's trade or business) for which the
               Employer is required to furnish the Employee a written statement
               under Code Sections 6041(d), 6051(a)(3) and 6052. Such amount
               must be determined without regard to any rules that limit the
               remuneration included in wages based on the nature or location of
               the employment or the services performed [such as the exception
               for agricultural labor in Code Section 3401(a)(2)]. For
               Limitation Years beginning after December 31, 1997, for purposes
               of applying the limitations of this paragraph, Compensation paid
               or made available during such Limitation Year shall include any
               Elective Deferral [as defined in Code Section 402(g)(3)], and any
               amount which is contributed or deferred by the Employer at the
               election of the Employee and which is not includible in the gross
               income of the Employee by reason of Code Sections 125, 132(f)(4),
               402(e)(3), 402(h)(1) or 403(b).

                                        5


         (c)   CODE SECTION 415 COMPENSATION - A Participant's Earned Income,
               wages, salaries, and fees for professional services and other
               amounts received, without regard to whether or not an amount is
               paid in cash, for personal services actually rendered in the
               course of employment with the Employer maintaining the Plan.
               Compensation includes, but is not limited to, commissions paid
               salesmen, Compensation for services on the basis of a percentage
               of profits, commissions on insurance premiums, tips, bonuses,
               fringe benefits and reimbursements or other expense allowances
               under a nonaccountable plan [as described in Regulation Section
               1.62-2(c)]. For Limitation Years beginning after December 31,
               1997, for purposes of applying the limitations of this paragraph,
               Compensation paid or made available during such Limitation Year
               shall include any Elective Deferral [as defined in Code Section
               402(g)(3)], and any amount which is contributed or deferred by
               the Employer at the election of the Employee and which is not
               includible in the gross income of the Employee by reason of Code
               Sections 125, 132(f)(4), 402(e)(3), 402(h)(1) or 403(b).
               Compensation excludes the following:

               (1)   for Plan Years beginning before January 1, 1998, Employer
                     contributions made under the terms of a Salary Deferral
                     Agreement between an Employee and the Employer to a plan of
                     deferred compensation which are not includible in the
                     Employee's gross income for the taxable year in which
                     contributed. Such contributions shall include any amount
                     deferred under Code Section 125 in connection with a
                     cafeteria plan, Code Section 402(e)(3) in connection with a
                     cash or deferred plan, Code Section 402(h)(1)(B) in
                     connection with a Simplified Employee Pension Plan, Code
                     Section 402(k) in connection with a SIMPLE Retirement
                     Account, Code Section 457 in connection with a Plan
                     maintained under said Section, and Code Section 403(b) in
                     connection with a tax-sheltered annuity plan,

               (2)   distributions received from a plan of deferred
                     compensation,

               (3)   amounts realized from the exercise of a non-qualified stock
                     option, or when restricted stock (or property) held by the
                     Employee either becomes freely transferable or is no longer
                     subject to a substantial risk of forfeiture,

               (4)   amounts realized from the sale, exchange or other
                     disposition of stock acquired under a qualified stock
                     option, and

               (5)   amounts deferred by an Employee under the terms of a
                     non-qualified deferred compensation plan.

Unless otherwise specified by the Employer in the Adoption Agreement,
Compensation shall be determined as provided in Code Section 3401(a) [paragraph
(a) above]. Notwithstanding the foregoing, the Compensation of a Participant who
is a sole proprietor, partner or a member of a limited liability corporation
(LLC) shall be determined under Code Section 415. Unless indicated otherwise in
the Adoption Agreement, the definition of Compensation used in nondiscrimination
testing (ADP/ACP Testing) will be determined by the Employer. Notwithstanding
any other provision to the contrary, if the Plan is an amendment and restatement
of a Qualified Plan, for Plan Years ending prior to the Plan Year in which the
amendment or restatement is adopted, Compensation shall have the meaning set
forth in the Qualified Plan prior to its amendment.

EXCLUSIONS FROM COMPENSATION A Participant's Compensation shall be determined in
accordance with paragraph (a), (b) or (c) above and shall not exclude any item
of income unless provided in the basic definition or elected by the Employer in
the Adoption Agreement.

ANNUAL ADDITIONS AND TOP-HEAVY RULES Except as elected on the Adoption
Agreement, for purposes of Article X and XIV, Compensation shall be Code Section
415 Compensation as described in paragraph 1.16(c). For Plan Years beginning
before January 1, 1998, Compensation excludes amounts deferred under a plan of
deferred Compensation as described at paragraph 1.16(c)(1). For Plan Years
beginning after December 31, 1997, Compensation includes amounts deferred under
a plan of deferred compensation as described at paragraph 1.16(c)(1). For
purposes of applying the limitations of Article X, Compensation for a Limitation
Year is the Compensation actually paid or

                                        6


made available during such Limitation Year. For Limitation Years beginning after
December 31, 1997, for purposes of applying the limitations of this paragraph,
Compensation paid or made available during such Limitation Year shall include
any Elective Deferral [as defined in Code Section 402(g)(3)], and any amount
which is contributed or deferred by the Employer at the election of the Employee
and which is not includible in the gross income of the Employee by reason of
Code Sections 125, 132(f)(4), 402(e)(3), 402(h)(1)(B) or 403(b).

If the Plan is or becomes Top-Heavy in any Plan Year beginning after December
31, 1983, the provisions of Article XIV will supersede any conflicting
provisions in the Basic Plan Document #01 or Adoption Agreement.

CONTRIBUTIONS MADE ON BEHALF OF DISABLED PARTICIPANTS Compensation with respect
to a Participant in a Defined Contribution Plan who is permanently and totally
disabled [as defined in Code Section 22(e)(3)] is the Compensation such
Participant would have received for the Limitation Year if the Participant had
been paid at the rate of Compensation paid immediately before becoming
permanently and totally disabled; for Limitation Years beginning before January
1, 1997, but not for Limitation Years beginning after December 31, 1996, such
imputed Compensation for the disabled Participant may be taken into account only
if the Participant is not a Highly Compensated Employee (defined at paragraph
1.52) and contributions made on behalf of such Participant are nonforfeitable
when made. Compensation will mean Compensation as that term is defined in this
paragraph.

HIGHLY COMPENSATED AND KEY EMPLOYEES For purposes of paragraphs 1.52 and 1.55,
Compensation shall be Code Section 415 Compensation as described in paragraph
1.16(c). Such definition shall include any amount deferred under Code Section
125 in connection with a cafeteria plan, Code Section 402(e)(3) in connection
with a cash or deferred plan, Code Section 402(h)(1)(B) in connection with a
Simplified Employee Pension Plan, Code Section 402(k) in connection with a
SIMPLE Retirement Account (SIMPLE), Code Section 457 in connection with a Plan
maintained under said Section, and Code Section 403(b) in connection with a
tax-sheltered annuity plan. The Employer, if elected in the Adoption Agreement,
may limit Compensation considered for purposes of the Plan for these
Participants.

COMPUTATION PERIOD The Plan Year, while eligible to participate, shall be the
computation period for purposes of determining a Participant's Compensation,
unless the Employer selects a different computation period in the Adoption
Agreement.

LIMITATION ON COMPENSATION The annual Compensation of each Participant which may
be taken into account for determining all benefits provided under the Plan for
any year, shall not exceed the limitation as imposed by Code Section 401(a)(17),
as adjusted under Code Section 401(a)(17)(B). If a Plan has a Plan Year that
contains fewer than twelve (12) calendar months, the annual Compensation limit
for that period is an amount equal to the limitation as imposed by Code Section
401(a)(17) as adjusted for the calendar year in which the Compensation period
begins, multiplied by a fraction, the numerator of which is the number of full
months in the short Plan Year and the denominator of which is twelve (12).

USERRA For purposes of Employee and Employer make-up contributions, Compensation
during the period of military service shall be deemed to be the Compensation the
Employee would have received during such period if the Employee were not in
qualified military service, based on the rate of pay the Employee would have
received from the Employer but for the absence due to military leave. If the
Compensation the Employee would have received during the leave is not reasonably
certain, Compensation will be equal to the Employee's average Compensation from
the Employer during the twelve (12) month period immediately preceding the
military leave or, if shorter, the Employee's actual period of employment with
the Employer.

DEFINITION OF COMPENSATION FOR PURPOSES OF SAFE HARBOR CODA PROVISIONS
Compensation for the purposes of a Safe Harbor CODA is defined in this paragraph
1.16 of this Basic Plan Document #01. No dollar limit other than the limit
imposed by Code Section 401(a)(17) applies to the Compensation of a Non-Highly
Compensated Employee. For purposes of determining the Compensation subject to a
Participant's salary deferral election, the Employer may use an alternative
definition to the one described above provided such alternative definition is a
reasonable definition within the meaning of Section 1.414(s)-1(d)(2) of the
Regulations and permits each Participant to contribute sufficient Elective
Deferrals to receive the maximum amount of Matching Contributions (determined
using the definition of Compensation described above) available to the
Participant under the Plan.

                                        7


DEFINITION OF COMPENSATION FOR PURPOSES OF 401(k) SIMPLE PROVISIONS For purposes
of paragraphs 1.36 and 3.2, of this Basic Plan Document #01, Compensation is the
sum of the wages, tips and other compensation from the Employer subject to
Federal income tax withholding [as described in Code Section 6051(a)(3)] and the
Employee's salary reduction contributions made under Code Section 125 in
connection with a cafeteria plan, Code Section 402(e)(3) in connection with a
cash or deferred plan, Code Section 402(h)(1)(B) in connection with a Simplified
Employee Pension Plan, Code Section 402(k) in connection with a SIMPLE
Retirement Account, Code Section 457 in connection with a plan maintained under
said Section and Code Section 403(b) in connection with a tax-sheltered annuity
plan, required to be reported by the Employer on Form W-2 [as described in Code
Section 6051(a)(8)]. For self-employed individuals, Compensation means net
earnings from self-employment determined under Code Section 1402(a) prior to
subtracting any contributions made to this Plan on behalf of any Employee. The
provisions of the Plan implementing the limit on Compensation under Code Section
401(a)(17) apply to the Compensation under paragraph 4.8 of Article IV.

1.17     COVERED COMPENSATION
A Participant's Covered Compensation for a Plan Year is the average (without
indexing) of the Taxable Wage Bases in effect for each calendar year in the
thirty-five (35) year period ending with the calendar year in which the
Participant attains (or will attain) social security retirement age. In
determining a Participant's Covered Compensation for a Plan Year, the Taxable
Wage Base in effect for the current Plan Year and any subsequent Plan Year will
be assumed to be the same as the taxable wage base in effect as of the beginning
of the Plan Year for which the determination is being made. Covered Compensation
will be determined for the year designated by the Employer in Section III(C) of
the Target Benefit Plan Adoption Agreement.

A Participant's Covered Compensation for a Plan Year before the end of the
thirty-five (35) year period ending with the last day of the calendar year in
which the Participant attains social security retirement age is the Taxable Wage
Base in effect as of the beginning of the Plan Year. A Participant's Covered
Compensation for a Plan Year after such thirty-five (35) year period is the
Participant's Covered Compensation for the Plan Year during which the
thirty-five (35) year period ends.

1.18     CUSTODIAN
The institution or institutions (who may be the Sponsor or an affiliate) and any
successors or assigns thereto, appointed by the Employer to hold the assets of
the Trust as provided at paragraph 13.2 herein.

1.19     DAVIS-BACON ACT
40 U.S.C. Section 276a et seq. as may be amended from time to time.

1.20     DEFINED BENEFIT PLAN
A plan under which a Participant's benefit is determined by a formula contained
in the plan and no Employee accounts are maintained for Participants.

1.21     DEFINED BENEFIT (PLAN) FRACTION
For Limitation Years beginning before January 1, 2000, a fraction, the numerator
of which is the sum of the Participant's Projected Annual Benefits under all the
Defined Benefit Plans (whether or not terminated) maintained by the Employer,
and the denominator of which is the lesser of 125% of the dollar limitation
determined for the Limitation Year under Code Sections 415(b) and (d) or 140% of
the Highest Average Compensation, including any adjustments under Code Section
415(b).

TRANSITIONAL RULE If an Employee was a Participant as of the first day of the
first Limitation Year beginning after 1986, in one or more Defined Benefit Plans
maintained by the Employer which were in existence on May 6, 1986, the
denominator of this fraction will not be less than 125% of the sum of the annual
benefits under such Plans which the Participant had accrued as of the close of
the last Limitation Year beginning before 1987, disregarding any changes in the
terms and conditions of the Plan after May 5, 1986. The preceding sentence
applies only if the Defined Benefit Plans individually and in the aggregate
satisfied the requirements of Code Section 415 for all Limitation Years
beginning before 1987.

                                        8


1.22     DEFINED CONTRIBUTION DOLLAR LIMITATION
Thirty thousand dollars ($30,000) as adjusted by the Secretary of the Treasury
for increases in the cost-of-living. This limitation shall be adjusted by the
Secretary at the same time and in the same manner as under Code Section 415(d).
Such increases will be in multiples of five thousand dollars ($5,000).

1.23     DEFINED CONTRIBUTION PLAN
A plan under which Employee accounts are maintained for each Participant to
which all contributions, forfeitures, investment income and gains or losses, and
expenses are credited or deducted. A Participant's benefit under such plan is
based solely on the fair market value of his or her account balance.

1.24     DEFINED CONTRIBUTION (PLAN) FRACTION
For Limitation Years beginning before January 1, 2000, a fraction, the numerator
of which is the sum of the Annual Additions to the Participant's account under
all the Defined Contribution Plans (whether or not terminated) maintained by the
Employer for the current and all prior Limitation Years (including the Annual
Additions attributable to the Participant's nondeductible Employee contributions
to all Defined Benefit Plans, whether or not terminated, maintained by the
Employer, and the Annual Additions attributable to all Welfare Benefit Funds as
defined in paragraph 1.116, individual medical accounts as defined in Code
Section 415(l)(2) and Simplified Employee Pension Plans as defined in paragraph
1.99, maintained by the Employer), and the denominator of which is the sum of
the maximum aggregate amounts for the current and all prior Limitation Years of
Service with the Employer (regardless of whether a Defined Contribution Plan was
maintained by the Employer). The maximum aggregate amount in the Limitation Year
is the lesser of 125% of the dollar limitation determined under Code Sections
415(b) and (d) in effect under Code Section 415(c)(1)(A) or 35% of the
Participant's Compensation for such year.

TRANSITIONAL RULE If an Employee was a Participant as of the end of the first
day of the first Limitation Year beginning after 1986, in one or more Defined
Contribution Plans maintained by the Employer which were in existence on May 6,
1986, the numerator of this fraction will be adjusted if the sum of this
fraction and the Defined Benefit Fraction would otherwise exceed 1.0 under the
terms of this Plan. Under the adjustment, an amount equal to the product of the
excess of the sum of the fractions over 1.0 multiplied by the denominator of
this fraction, will be permanently subtracted from the numerator of this
fraction. The adjustment is calculated using the fractions as they would be
computed as of the end of the last Limitation Year beginning before 1987, and
disregarding any changes in the terms and conditions of the Plan made after May
6, 1986, but using the Code Section 415 limitation applicable to the first
Limitation Year beginning on or after January 1, 1987. The Annual Addition for
any Limitation Year beginning before 1987, shall not be re-computed to treat all
Employee contributions as Annual Additions.

1.25     DIRECT ROLLOVER
A payment made by the Plan to an Eligible Retirement Plan that is specified by
the Participant or a payment received by the Plan from an Eligible Retirement
Plan on behalf of a Participant or an Employee, if selected in the Adoption
Agreement by the Employer.

1.26     DISABILITY
Unless the Employer has elected a different definition in the Adoption
Agreement, Disability is defined as an illness or injury of a potentially
permanent nature, expected to last for a continuous period of not less than 12
months or can be expected to result in death, certified by a physician selected
by or satisfactory to the Employer, which prevents the Participant from engaging
in any occupation for wage or profit for which the Employee is reasonably fitted
by training, education or experience. If elected by the Employer in the Adoption
Agreement, nonforfeitable contributions will be made to the Plan on behalf of
each disabled Participant who is not a Highly Compensated Employee (as defined
at paragraph 1.52). Compensation for purposes of calculating the contribution
will mean Compensation as defined at paragraph 1.16 herein.

1.27     DISTRIBUTION CALENDAR YEAR
A calendar year for which a minimum distribution is required.

1.28     EARLY RETIREMENT AGE
The age set by the Employer in the Adoption Agreement, not less than age fifty
five (55), at which a Participant becomes fully vested and is eligible to retire
and receive his or her benefits under the Plan.

                                        9


1.29     EARLY RETIREMENT DATE
The date elected by the Employer in the Adoption Agreement on which a
Participant or former Participant has satisfied the Early Retirement Age
requirements. If no election is made on the Adoption Agreement, it shall mean
the date on which a Participant attains his or her Early Retirement Age.

A former Participant who has separated from Service after satisfying any service
requirement but before satisfying the Early Retirement Age and who thereafter
reaches the age requirement elected on the Adoption Agreement shall be entitled
to receive benefits under the Plan (other than full vesting and any allocation
of Employer contributions) as though the requirements for Early Retirement Age
had been satisfied.

1.30     EARNED INCOME
Net earnings from self-employment in the trade or business with respect to which
the Plan is established, determined without regard to items not included in
gross income and the deductions allocable to such items, provided that personal
services of the individual are a material income-producing factor. Earned Income
shall be reduced by contributions made by an Employer to a Qualified Plan to the
extent deductible under Code Section 404. Net earnings shall be determined
taking into account the deduction for one-half of self-employment taxes allowed
to the taxpayer under Code Section 164(f), to the extent deductible for taxable
years beginning after December 31, 1989.

1.31     EFFECTIVE DATE
The date on which the Employer's Plan or amendment to such Plan becomes
effective. For amendments reflecting statutory and regulatory changes contained
in The Uruguay Round Agreements Act of the General Agreement on Tariffs and
Trade (GATT), The Uniformed Services Employment and Reemployment Rights Act of
1994 (USERRA), The Small Business Job Protection Act of 1996 (SBJPA), The
Taxpayer Relief Act of 1997 (TRA'97), The Internal Revenue Service Restructuring
and Reform Act of 1998 (IRSRRA), and the Community Renewal Tax Relief Act of
2000 (CRA), the Effective Date(s) of the applicable provisions of this
legislation will be the earlier of the date upon which such amendment is first
administratively applied or the first day of the Plan Year following the date of
adoption of such amendment or adoption of the Basic Plan Document #01 and
accompanying Adoption Agreement.

1.32     ELECTION PERIOD
The period which begins on the first day of the Plan Year in which the
Participant attains age thirty-five (35) and ends on the date of the
Participant's death. If a Participant separates from Service prior to the first
day of the Plan Year in which age thirty-five (35) is attained, the Election
Period shall begin on the date of separation, with respect to the account
balance as of the date of separation.

1.33     ELAPSED TIME
A method of determining an Employee's entitlement under the Plan with respect to
eligibility to participate, and/or vesting, which is not based on the Employee's
completion of a specified number of Hours of Service during a consecutive twelve
(12) month period, but rather with reference to the total period of time which
elapses during which the Employee is employed by the Employer maintaining the
Plan.

If the Employer is a member of an affiliated service group [under Code Section
414(m)], a controlled group of corporations [under Code Section 414(b)], a group
of trades or businesses under common control [under Code Section 414(c)] or any
other entity required to be aggregated with the Employer pursuant to Code
Section 414(o), Service will be credited for any employment for any period of
time for any other member of such group. Service will also be credited for any
individual required under Code Section 414(n) or Code Section 414(o) to be
considered an Employee of any Employer aggregated under Code Section 414(b), (c)
or (m).

1.34     ELECTIVE DEFERRALS
Employer contributions in lieu of cash Compensation made to the Plan on behalf
of the Participant pursuant to a Salary Deferral Agreement or other deferral
mechanism. With respect to any taxable year, a Participant's Elective Deferral
is the sum of all Employer contributions made on behalf of such Participant
pursuant to an election to defer under any qualified cash or deferred
arrangement as described in Code Section 401(k), any Simplified Employee Pension
Plan with a cash or deferred arrangement as described in Code Section 408(k)(6),
any SIMPLE IRA Plan described in Code Section 408(p), any eligible deferred
compensation plan under Code Section 457, any plan as described under Code
Section 501(c)(18), and any Employer contributions made on behalf of a
Participant for the

                                       10


purchase of an annuity contract under Code Section 403(b) pursuant to a Salary
Deferral Agreement. Elective Deferrals shall not include any deferrals properly
distributed as excess Annual Additions.

1.35     ELIGIBLE EMPLOYEE
For purposes of the SIMPLE 401(k) Plan provisions, any Employee who is entitled
to make Elective Deferrals under the terms of the SIMPLE 401(k) Plan.

1.36     ELIGIBLE EMPLOYER
An Eligible Employer means with respect to any Plan Year, an Employer who had no
more than one hundred (100) Employees who received at least $5,000 of
Compensation from the Employer for the preceding year. In applying the preceding
sentence, all Employees of controlled groups of corporations under Code Section
414(b), all Employees of trades or businesses (whether incorporated or not)
under common control under Code Section 414(c), all Employees of affiliated
service groups under Code Section 414(m), and Leased Employees required to be
treated as the Employer's Employees under Code Section 414(n), are taken into
account.

An Eligible Employer that elects to have the SIMPLE 401(k) Plan provisions apply
to the Plan that fails to be an Eligible Employer for any subsequent year, is
treated as an Eligible Employer for the two (2) years following the last year
the employer was an Eligible Employer. If the failure is due to any acquisition,
disposition, or similar transaction involving an Eligible Employer, the
preceding sentence applies only if the provisions of Code Section
410(b)(6)(C)(I) are satisfied.

1.37     ELIGIBLE PARTICIPANT
Any Employee who is eligible to make a Voluntary or Required After-tax
Contribution or an Elective Deferral (if the Employer takes such contributions
into account in the calculation of the Actual Contribution Percentage), or to
receive a Matching Contribution (including forfeitures) or a Qualified Matching
Contribution. If a Required After-tax Contribution is required as a condition of
participation in the Plan, any Employee who would be a Participant in the Plan
if such Employee made such a contribution shall be treated as an Eligible
Participant even though no Employee contributions are made.

1.38     ELIGIBLE RETIREMENT PLAN
An individual retirement account (IRA) as described in Code Section 408(a), an
individual retirement annuity (IRA) as described in Code Section 408(b), an
annuity plan as described in Code Section 403(a), or a qualified trust as
described in Code Section 401(a), which accepts Eligible Rollover Distributions.
However, in the case of an Eligible Rollover Distribution paid to a surviving
Spouse, an Eligible Retirement Plan is an individual retirement account or
individual retirement annuity.

1.39     ELIGIBLE ROLLOVER DISTRIBUTION
An Eligible Rollover Distribution is any distribution of all or any portion of
the balance to the credit of the Participant except that an Eligible Rollover
Distribution does not include:

         (a)   any distribution that is one of a series of substantially equal
               periodic payments made not less frequently than annually for the
               life (or life expectancy) of the Participant or the joint lives
               (or joint life expectancies) of the Participant and the
               Participant's Beneficiary, or for a specified period of ten (10)
               years or more,

         (b)   any distribution to the extent such distribution is required
               under Code Section 401(a)(9),

         (c)   any Hardship withdrawals under Code Section 401(k)(2)(B)(i)(IV)
               received after December 31, 1998, (or if elected by the Employer
               in accordance with IRS Notice 99-5, received after December 31,
               1999).

         (d)   the portion of any distribution that would not be includible in
               gross income if paid to the Participant (determined without
               regard to the exclusion for net unrealized appreciation with
               respect to Employer securities),

                                       11


         (e)   excess amounts which are returned to a Participant in accordance
               with paragraphs 7.11, 7.12, 7.13, and 10.2,

         (f)   any other distribution(s) that is reasonably expected to total
               less than $200 during a year,

         (g)   corrective distributions of Excess Elective Deferrals under Code
               Section 402(g), and the income allocable thereto,

         (h)   Excess Contributions and Excess Aggregate Contributions under
               Code Section 401(k) and Code Section 401(m), and the income
               allocable thereto,

         (i)   PS 58 costs, and

         (j)   dividends paid on securities under Code Section 404(k).

1.40     EMPLOYEE
A person employed by an Employer maintaining the Plan (including Self-Employed
Individuals and partners). The term Employee shall include Employees of a member
of an affiliated service group [as defined in Code Section 414(m)], all
Employees of a controlled group of corporations [as defined in Code Section
414(b)], all Employees of any incorporated or unincorporated trade or business
which is under common control [as defined in Code Section 414(c)], Leased
Employees [as defined in Code Section 414(n)], and any Employee required to be
aggregated by Code Section 414(o). All such Employees shall be treated as
employed by a single Employer.

Leased Employees shall not be Employees for purposes of participation in any
Plan established under a Nonstandardized Adoption Agreement, unless otherwise
elected by the Employer in the Adoption Agreement. Leased Employees [as defined
in Code Sections 414(n) or 414(o)] shall be considered Employees in a Plan
established under a standardized Adoption Agreement except as otherwise provided
in this paragraph. Exclusion under a standardized Adoption Agreement is
available only if Leased Employees do not constitute more than 20% of the
recipient Employer's non-highly compensated work force, and the Employer
complies with the requirements as outlined in paragraph 2.7, and so elects in
the Adoption Agreement.

An individual shall only be treated as an Employee if he or she is reported on
the payroll records of the Employer or an employer who is a member of the same
controlled group or affiliated service group as a common law employee. The term
does not include any other common law employee or any Leased Employee. It is
expressly intended that individuals not treated as common law employees by the
Employer or a member of the same controlled group or affiliated service group on
their payroll records, as identified by a specific job code or work status code,
are to be excluded from plan participation even if a court or administrative
agency subsequently determines that such individuals are common law employees
and not independent contractors.

1.41     EMPLOYER
The Self-Employed Individual, partnership, corporation or other organization
which adopts this Plan including any entity that succeeds the Employer and
adopts this Plan. For purposes of Article X, Limitations on Allocations,
Employer shall mean the Employer that adopts this Plan, and all members of a
controlled group of corporations [as defined in Code Section 414(b) as modified
by Code Section 415(h)], all commonly controlled trades or businesses [as
defined in Code Section 414(c) as modified by Code Section 415(h)] or affiliated
service groups [as defined in Code Section 414(m)] of which the adopting
Employer is a part, and any other entity required to be aggregated with the
Employer pursuant to Regulations under Code Section 414(o).

In addition to such required treatment, the Plan Sponsor may, in its discretion,
designate as an Employer any business entity which is not such a "common
control," "affiliated service group" or "predecessor" business entity which is
otherwise affiliated with the Employer, subject to such nondiscriminatory
limitations as the Employer may impose.

1.42     ENTRY DATE
The date as of which an Employee who has satisfied the Plan's eligibility
requirements enters or reenters the Plan, as defined in the Adoption Agreement.

                                       12


1.43     ERISA
The Employee Retirement Income Security Act of 1974, as amended and any
successor statute.

1.44     EXCESS AGGREGATE CONTRIBUTIONS
The excess, with respect to any Plan Year, of:

         (a)   the aggregate Contribution Percentage Amounts taken into account
               in computing the numerator of the Contribution Percentage
               actually made on behalf of Highly Compensated Employees for such
               Plan Year, over

         (b)   the maximum Contribution Percentage Amounts permitted by the ACP
               test (determined hypothetically by reducing contributions made on
               behalf of Highly Compensated Employees in order of their
               Contribution Percentages beginning with the highest of such
               percentages).

         (c)   Such determination shall be made after first determining Excess
               Elective Deferrals pursuant to paragraph 1.47 and then
               determining Excess Contributions pursuant to paragraph 1.46.

1.45     EXCESS ANNUAL ADDITIONS
The excess of the Participant's Annual Additions for the Limitation Year over
the Maximum Permissible Amount.

1.46     EXCESS CONTRIBUTION
With respect to any Plan Year, the excess of:

         (a)   the aggregate amount of Employer contributions actually taken
               into account in computing the ADP of Highly Compensated Employees
               for such Plan Year, over

         (b)   the maximum amount of such contributions permitted by the ADP
               Test (determined by hypothetically reducing contributions made on
               behalf of Highly Compensated Employees in order of the ADPs,
               beginning with the highest of such percentages).

1.47     EXCESS ELECTIVE DEFERRALS
Those Elective Deferrals that are includible in a Participant's gross income
under Code Section 402(g) to the extent such Participant's Elective Deferrals
for a taxable year exceed the dollar limitation under Code Section 402(g).
Excess Elective Deferrals shall be treated as Annual Additions under the Plan,
unless such amounts are distributed no later than the first April 15 following
the close of the Participant's taxable year.

1.48     EXPECTED YEAR OF SERVICE
An eligibility computation period during which an Employee in an eligible class
is expected to complete a Year of Service. If an Employee who is not expected to
complete a Year of Service actually completes a Year of Service during an
applicable computation period, he shall be deemed to have become an Employee in
the eligible class as of the first day of the eligibility computation period in
which he first completes a Year of Service.

1.49     FIRST DISTRIBUTION CALENDAR YEAR
For distributions beginning before the Participant's death, the First
Distribution Calendar Year is the calendar year immediately preceding the
calendar year which contains the Participant's Required Beginning Date. For
distributions beginning after the Participant's death, the First Distribution
Calendar Year is the calendar year in which distributions are required to begin
pursuant to paragraph 7.10.

1.50     HARDSHIP
An immediate and heavy financial need of the Employee where such Employee lacks
other available financial resources to satisfy such financial need.

1.51     HIGHEST AVERAGE COMPENSATION
For Limitation Years beginning before January 1, 2000, the average Compensation
for the three (3) consecutive Years of Service with the Employer that produces
the highest average. A Year of Service with the Employer is the twelve (12)
consecutive month period defined in the Adoption Agreement, or, if not indicated
in the Adoption Agreement, as defined in paragraph 1.117.

                                       13


1.52     HIGHLY COMPENSATED EMPLOYEE
Effective for years after December 31, 1996, the term Highly Compensated
Employee means any Employee who: (1) is a 5% owner at any time during the year
or preceding year, or (2) for the preceding year had Compensation from the
Employer in excess of $80,000 and if the Employer so elects in the Adoption
Agreement, is in the Top-Paid Group for the preceding year. The $80,000 amount
is adjusted at the same time and in the same manner as under Code Section
415(d), except that the base period is the calendar quarter ending September 30,
1996.

For the determination of who is a Highly Compensated Employee, the applicable
year of the Plan for which a determination is being made is called a
determination year and the preceding twelve (12) month period is called a
look-back year. Employees who do not meet the Highly Compensated Employee
definition are considered Non-Highly Compensated Employees.

A Highly Compensated former Employee is based on the rules applicable to
determining Highly Compensated Employee status in effect for that determination
year, in accordance with Section 1.414(q)-1T, A-4 of the temporary Income Tax
Regulations and IRS Notice 97-45.

In determining whether an Employee is a Highly Compensated Employee for years
beginning in 1997, the amendments to Code Section 414(q) stated above are
treated as having been in effect for years beginning in 1996. In order to be
effective, a Top-Paid Group election or calendar year data election must apply
consistently to all plans of the Employer that begin with or within the same
calendar year.

1.53     HOUR OF SERVICE

         (a)   Unless otherwise specified in the Adoption Agreement, each hour
               for which an Employee is paid, or entitled to payment, for the
               performance of duties for the Employer. These hours shall be
               credited to the Employee for the computation period in which the
               duties are performed, and

         (b)   each hour for which an Employee is paid, or entitled to payment,
               by the Employer on account of a period of time during which no
               duties are performed (irrespective of whether the employment
               relationship has terminated) due to vacation, holiday, illness,
               incapacity (including Disability), layoff, jury duty, military
               duty or leave of absence. No more than five hundred and one (501)
               Hours of Service shall be credited under this paragraph for any
               single continuous period (whether or not such period need occur
               in a single computation period). Hours under this paragraph shall
               be calculated and credited pursuant to Section 2530.200b-2 of the
               Department of Labor Regulations which are incorporated herein by
               this reference, and

         (c)   each hour for which back pay, irrespective of mitigation of
               damages, is either awarded or agreed to by the Employer. The same
               Hours of Service shall not be credited both under paragraph (a)
               or paragraph (b), as the case may be, and under this paragraph
               (c). These hours shall be credited to the Employee for the
               computation period or periods to which the award or agreement
               pertains rather than the computation period in which the award,
               agreement or payment is made.

         (d)   Hours of Service shall be credited for employment with the
               Employer and with other members of an affiliated service group
               [as defined in Code Section 414(m)], a controlled group of
               corporations [as defined in Code Section 414(b)], or a group of
               trades or businesses under common control [as defined in Code
               Section 414(c)] of which the adopting Employer is a member, and
               any other entity required to be aggregated with the Employer
               pursuant to Code Section 414(o) and the Regulations thereunder.
               Hours of Service shall also be credited for any individual
               considered an Employee for purposes of this Plan under Code
               Section 414(n) or Code Section 414(o) and the Regulations
               thereunder.

         (e)   Solely for purposes of determining whether a Break in Service, as
               defined in paragraph 1.14, for participation and vesting purposes
               has occurred in a computation period, an individual who is absent
               from work for maternity or paternity reasons shall receive credit
               for the Hours of Service which would otherwise have been credited
               to such individual but for such absence, or in any case in which
               such hours cannot be determined, eight (8) Hours of Service per
               day of such absence.

                                       14


               For purposes of this paragraph, an absence from work for
               maternity or paternity reasons means an absence by reason of the
               pregnancy of the individual, by reason of a birth of a child of
               the individual, by reason of the placement of a child with the
               individual in connection with the adoption of such child by such
               individual, or for purposes of caring for such child for a period
               beginning immediately following such birth or placement. The
               Hours of Service credited under this paragraph shall be credited
               in the computation period in which the absence begins if the
               crediting is necessary to prevent a Break in Service in that
               period, or in all other cases, in the following computation
               period. No more than five hundred and one (501) hours will be
               credited under this paragraph.

         (f)   Hours of Service shall be determined under the hours counting
               method as elected by the Employer in the Adoption Agreement. If
               no election is made, actual hours under the hours counting method
               will be used.

1.54     INTEGRATION LEVEL
The amount of Compensation specified in the Adoption Agreement at or below which
the rate of contributions or benefits (expressed in each case as a percentage of
such Compensation) provided under the Plan is less than the rate of
contributions or benefits (expressed in each case as a percentage of such
Compensation) provided under the Plan with respect to Compensation above such
level. The Adoption Agreement must specify an Integration Level in effect for
the Plan Year for each Participant. No Integration Level in effect for a
particular year may exceed the contribution and benefit base ("Taxable Wage
Base") under Section 230 [Code Section 3121(a)(1)] of the Social Security Act in
effect on the first day of the Plan Year.

1.55     KEY EMPLOYEE
Any Employee or former Employee (and the Beneficiaries of such Employee) who at
any time during the determination period was:

         (a)   an officer of the Employer if such individual's annual
               Compensation exceeds 50% of the dollar limitation under Code
               Section 415(b)(1)(A) (the defined benefit maximum annual
               benefit),

         (b)   an owner or an individual considered an owner under Code Section
               318 of one of the ten (10) largest interests in the Employer if
               such individual's Compensation exceeds 100% of the dollar
               limitation under Code Section 415(c)(1)(A) and such ownership
               exceeds 1/2%,

         (c)   a more than 5% owner of the Employer, or

         (d)   a 1% owner of the Employer who has an annual Compensation of more
               than $150,000.

The determination period is the Plan Year containing the Top-Heavy Determination
Date and the four (4) preceding Plan Years. The determination of Key Employee
status will be made in accordance with Code Section 416(i)(1) and the
Regulations thereunder.

1.56     LEASED EMPLOYEE
Effective for Plan Years beginning after December 31, 1996, any person (other
than an Employee of the recipient) who, pursuant to an agreement between the
recipient and any other person ("leasing organization"), has performed services
for the recipient [or for the recipient and related persons determined in
accordance with Code Section 414(n)(6)] on a substantially full-time basis for a
period of at least one year and such services are performed under the primary
direction or control of the recipient Employer. If a Leased Employee is treated
as an Employee by reason of this paragraph 1.56, "Compensation" includes
Compensation from the leasing organization which is attributable to services
performed for the Employer.

1.57     LIMITATION YEAR
The calendar year or such other twelve (12) consecutive month period designated
by the Employer in the Adoption Agreement for purposes of determining the
maximum Annual Additions to a Participant's account. All Qualified Plans
maintained by the Employer must use the same Limitation Year. If the Limitation
Year is amended to a different twelve (12) consecutive month period, the new
Limitation Year must begin on a date within the Limitation

                                       15


Year in which the amendment is made. If no designation is made on the Adoption
Agreement, the Limitation Year will automatically default to the Plan Year.

1.58     MASTER OR PROTOTYPE PLAN
A plan, the form of which is the subject of a favorable opinion letter from the
Internal Revenue Service.

1.59     MATCHING CONTRIBUTION
An Employer contribution made to this or any other Defined Contribution Plan on
behalf of a Participant on account of a Voluntary or Required After-tax
Contribution made by such Participant, or on account of a Participant's Elective
Deferral made by such Participant under a Plan maintained by the Employer.

1.60     MAXIMUM PERMISSIBLE AMOUNT
The maximum Annual Additions that may be contributed or allocated to a
Participant's account under the Plan for any Limitation Year shall not exceed
the lesser of:

         (a)   the Defined Contribution Dollar Limitation, or

         (b)   25% of the Participant's Compensation for the Limitation Year.

The Compensation limitation referred to in (b) shall not apply to any
contribution for medical benefits [within the meaning of Code Section 401(h) or
Code Section 419A(f)(2)] which is otherwise treated as an Annual Addition under
Code Sections 415(l)(1) or 419(d)(2). If a short Limitation Year is created
because of an amendment changing the Limitation Year to a different twelve (12)
consecutive month period, the Maximum Permissible Amount will not exceed the
Defined Contribution Dollar Limitation multiplied by a fraction, the numerator
of which is the number of months in the short Limitation Year and the
denominator of which is twelve (12).

1.61     NET PROFIT
The current and accumulated operating earnings of the Employer after Federal and
state income taxes, excluding nonrecurring or unusual items of income, and
before contributions to this and any other Qualified Plan of the Employer,
unless the Employer has elected a different definition in the Adoption
Agreement.

1.62     NORMAL RETIREMENT AGE
The age set by the Employer in the Adoption Agreement, not to exceed age
sixty-five (65), at which a Participant becomes fully vested and is eligible to
retire and receive his or her benefits under the Plan.

1.63     NORMAL RETIREMENT DATE
The date on which the Participant attains the Normal Retirement Age as elected
in the Adoption Agreement. If no election is made on the Adoption Agreement, it
shall mean the date on which a Participant attains his or her Normal Retirement
Age.

1.64     OWNER-EMPLOYEE
A sole proprietor or a partner owning more than 10% of either the capital or
profits interest of the partnership.

1.65     PAIRED PLANS
Two (2) or more plans which are either a combination of two (2) or more
standardized Defined Contribution Plans or a combination of one (1) or more
standardized Defined Contribution Plan(s) and one (1) Defined Benefit Plan
offered by the same sponsor, which have been designed so that any single Plan,
or combination of Plans adopted by an Employer, where each Plan by itself or the
Plans together will meet the requirements of the antidiscrimination rules, the
contribution and benefit limitations, and the Top-Heavy provisions of Code
Sections 401(a)(4), 415 and 416.

1.66     PARTICIPANT
Any current Employee who met the applicable eligibility requirements and reached
his or her Entry Date and, where the context so requires, pursuant to the terms
of the Plan, any living former Employee on whose behalf an Account is maintained
or former Employee who has met the eligibility requirements.

                                       16


1.67     PARTICIPANT'S BENEFIT
With respect to required distributions pursuant to paragraph 7.4, the account
balance as of the last Valuation Date in the calendar year immediately preceding
the Distribution Calendar Year increased by the amount of any contributions or
forfeitures allocated to the account balance as of the dates in the calendar
year after the Valuation Date and decreased by distributions made in the
calendar year after the Valuation Date. A special exception exists for the
second Distribution Calendar Year. For purposes of this paragraph, if any
portion of the minimum distribution for the First Distribution Calendar Year is
made in the second Distribution Calendar Year on or before the Required
Beginning Date, the amount of the minimum distribution made in the second
Distribution Calendar Year shall be treated as if it had been made in the
immediately preceding Distribution Calendar Year.

1.68     PERIOD OF SEVERANCE
For Plans using Elapsed Time for purposes of crediting Service:

         (a)   a Break in Service shall mean a Period of Severance of at least
               twelve (12) months;

         (b)   a Period of Severance is a continuous period of time during which
               the Employee is not employed by the Employer;

         (c)   a Period of Severance begins on the date the Employee retires,
               quits, or is discharged, or if earlier, the twelve (12) month
               anniversary of the date on which the Employee was otherwise first
               absent from Service.

1.69     PERMISSIVE AGGREGATION GROUP
The Required Aggregation Group of plans plus any other plan or plans of the
Employer which, when considered as a group with the Required Aggregation Group,
would continue to satisfy the requirements of Code Sections 401(a)(4) and 410.

1.70     PLAN
The Defined Contribution Plan of the Employer in the form of this Prototype
Defined Contribution Plan and the applicable Adoption Agreement executed by the
Employer as may be amended from time to time (which includes any addendum
thereto). The Plan shall have the name specified in the Adoption Agreement.

1.71     PLAN ADMINISTRATOR
The Employer or individual(s) or entity(ies) appointed by the Employer to
administer the Plan as provided at paragraph 12.1 herein.

1.72     PLAN SPONSOR
The Employer who adopts this Prototype Defined Contribution Plan and
accompanying Adoption Agreement.

1.73     PLAN YEAR
The twelve (12) consecutive month period designated by the Employer in the
Adoption Agreement. If the Employer maintains Paired Plans under Basic Plan
Document #01, each Plan established thereunder must have the same Plan Year.

1.74     PRESENT VALUE
The actuarial equivalent of a Participant's accrued benefit under a Defined
Benefit Plan maintained by the Employer expressed in the form of a lump sum.
Actuarial equivalence shall be based on reasonable interest and mortality
assumptions determined in accordance with the Top-Heavy provisions of the
respective plan. Present Value is used for the purposes of the Top-Heavy test
and the determination with respect thereto.

1.75     PRIOR PLAN YEAR
The Plan Year immediately preceding the current Plan Year.

1.76     PRIOR SAFE HARBOR PLAN
A Target Benefit Plan that:

                                       17


         (a)   was adopted and in effect on September 19, 1991,

         (b)   which on that date contained a Stated Benefit Formula applicable
               to Target Benefit Plans that took into account Service prior to
               that date, and

         (c)   satisfied the applicable nondiscrimination requirements for
               Target Benefit Plans for those prior years. For purposes of
               determining whether a plan satisfies the applicable
               nondiscrimination requirements for Target Benefit Plans for Plan
               Years beginning before January 1, 1994, no amendments after
               September 19, 1991, other than amendments necessary to satisfy
               Code Section 401(l), will be taken into account.

1.77     PROJECTED ANNUAL BENEFIT
For Limitation Years beginning before January 1, 2000, the annual retirement
benefit (adjusted to an actuarial equivalent straight life annuity if such
benefit is expressed in a form other than a straight life annuity or Qualified
Joint and Survivor Annuity) to which the Participant would be entitled under the
terms of a Defined Benefit Plan or Plans, assuming:

         (a)   the Participant will continue employment until Normal Retirement
               Age under the Plan (or current age, if later), and

         (b)   the Participant's Compensation for the current Limitation Year
               and all other relevant factors used to determine benefits under
               the Plan will remain constant for all future Limitation Years.

1.78     PROJECTED PARTICIPATION
For purposes of determining a Participant's stated benefit, a Participant's
years of Projected Participation under the Plan is the sum of (a) and (b), where

         (a)   is the number of years during which the Participant benefited
               under this Plan beginning with the latest of:

               (1)   the first Plan Year in which the Participant benefited
                     under the Plan,

               (2)   the first Plan Year taken into account in the Stated
                     Benefit Formula, and

               (3)   any Plan Year immediately following a Plan Year in which
                     the Plan did not satisfy the safe harbor for Target Benefit
                     Plans in Regulations Section 1.401(a)(4)-8(b)(3), and
                     ending with the last day of the current Plan Year, and

         (b)   is the number of years if any, subsequent to the current Plan
               Year through the end of the Plan Year in which the Participant
               attains Normal Retirement Age.

For purposes of this definition of years of Projected Participation, if this
Plan is a Prior Safe Harbor Plan, the Plan is deemed to satisfy the safe harbor
for Target Benefit Plans in Regulations Section 1.401(a)(4)-8(b)(3) and a
Participant is treated as benefiting under the Plan in any Plan Year beginning
prior to January 1, 1994.

1.79     QUALIFIED DOMESTIC RELATIONS ORDER (QDRO ORDER)
A Qualified Domestic Relations Order (QDRO) is a signed domestic relations order
issued by a state court or agency which creates, recognizes or assigns to an
alternate payee(s) the right to receive all or part of a Participant's Plan
benefit and which meets the requirements of Code Section 414(p). An alternate
payee is a Spouse, former Spouse, child, or other dependent who is treated as a
Beneficiary under the Plan as a result of the QDRO. Unless elected otherwise by
the Employer in the Adoption Agreement, the earliest date for payment of a QDRO
to an alternate payee, is the date upon which the order is deemed qualified.

1.80     QUALIFIED EARLY RETIREMENT AGE
For purposes of paragraph 8.9, Qualified Early Retirement Age is the latest of:

                                       18


         (a)   the earliest date under the Plan on which the Participant may
               elect to receive retirement benefits, or

         (b)   the first day of the 120th month beginning before the Participant
               reaches Normal Retirement Age, or

         (c)   the date the Participant begins participation.

1.81     QUALIFIED JOINT AND SURVIVOR ANNUITY (QJSA)
An immediate annuity for the life of the Participant with a survivor annuity for
the life of the Participant's Spouse which is at least 50% of but not more than
100% of the annuity payable during the joint lives of the Participant and the
Participant's Spouse. The exact amount of the survivor annuity is to be
specified by the Employer in the Adoption Agreement. If not designated by the
Employer, the survivor annuity will be 50% of the amount paid to the Participant
during his or her lifetime. The Qualified Joint and Survivor Annuity will be the
amount of benefit which can be provided by the Participant's Vested Account
Balance.

1.82     QUALIFIED MATCHING CONTRIBUTIONS (QMACs)
Matching contributions which when made are subject to the distribution and
nonforfeitability requirements under Code Section 401(k).

1.83     QUALIFIED NON-ELECTIVE CONTRIBUTIONS (QNECs)
Contributions (other than Matching Contributions or Qualified Matching
Contributions) made by the Employer and allocated to Participants' accounts that
the Participants may not elect to receive in cash until distributed from the
Plan, that are nonforfeitable when made, and that are distributable only in
accordance with the distribution provisions that are applicable to Elective
Deferrals and Qualified Matching Contributions.

1.84     QUALIFIED PLAN
Any pension, profit-sharing, stock bonus, or other plan which meets the
requirements of Code Section 401 and includes a trust exempt from tax under Code
Section 501(a) or any annuity plan described in Code Section 403(a).

1.85     QUALIFIED PRE-RETIREMENT SURVIVOR ANNUITY
An annuity for the life of the Surviving Spouse of a Participant the actuarial
equivalent of which is not less than 50% of the vested Participant's Account
Balance as of the date of the Participants' death, as elected by Employer in the
Adoption Agreement. If no election is made on the Adoption Agreement the
Qualified Pre-Retirement Survivor Annuity shall be 50% of the Participant's
Vested Account Balance as of the date of the death of the Participant, unless
the Employer in a prior version of the Adoption Agreement or Plan, had elected
that the Qualified Pre-Retirement Survivor Annuity be 100% of the Account
Balance.

1.86     QUALIFIED VOLUNTARY CONTRIBUTION
A tax-deductible Voluntary Employee Contribution which was permitted to be made
for the tax years 1982 through 1986. This type of contribution is no longer
permitted to be made by a Participant. This Plan shall accept such type of
contribution if made in a prior plan and an appropriate recordkeeping account
will be established on behalf of the Participant.

1.87     REQUIRED AGGREGATION GROUP
A group of plans including:

         (a)   each Qualified Plan of the Employer in which at least one (1) Key
               Employee participates or participated at any time during the
               determination period (regardless of whether the plan has
               terminated), and

         (b)   any other Qualified Plan of the Employer which enables a plan
               described in (a) to meet the requirements of Code Sections
               401(a)(4) or 410.

                                       19


1.88     REQUIRED BEGINNING DATE
The date on which a Participant is required to take his or her first minimum
distribution under the Plan as elected by the Employer in the Adoption
Agreement. The rules regarding the determination of the Required Beginning Date
are set forth at paragraph 7.5 herein.

1.89     REQUIRED AFTER-TAX CONTRIBUTIONS
Employee after-tax contributions required as a condition of participation in the
Plan.

1.90     ROLLOVER CONTRIBUTION
A contribution made by a Participant of an amount distributed to such
Participant from another Qualified Plan in accordance with Code Section 402(c).

1.91     SALARY DEFERRAL AGREEMENT
An agreement between the Employer and an Employee where the Employee authorizes
the Employer to withhold a specified percentage or dollar amount of his or her
Compensation (otherwise payable in cash) for deposit to the Plan on behalf of
such Employee.

1.92     SAVINGS INCENTIVE MATCH PLAN FOR EMPLOYEES (SIMPLE)
A plan adopted by an Eligible Employer under Code Section 401(k)(11) under which
Eligible Employees are permitted to make Elective Deferrals to a Qualified Plan
established under the SIMPLE 401(k) Plan Adoption Agreement.

1.93     SELF-EMPLOYED INDIVIDUAL
An individual who has Earned Income for the taxable year from the trade or
business for which the Plan is established including an individual who would
have had Earned Income but for the fact that the trade or business had no Net
Profit for the taxable year.

1.94     SERVICE
The period of current or prior employment with the Employer including any
imputed period of employment which must be counted under USERRA. If the Employer
maintains a plan of a predecessor employer, service for such predecessor shall
be treated as Service for the Employer for the purpose(s) specified in the
Adoption Agreement. Service is determined under an hours counting method or
Elapsed Time method as selected by the Employer in the Adoption Agreement.

If the Employer has elected to use the Elapsed Time method to determine
eligibility and/or vesting Service, the aggregate of the following (applied
without duplication and except for periods of Service that may be disregarded
under paragraph 9.6):

         (a)   Each period from an Employee's date of hire (or reemployment
               date) to his next Severance Date; and

         (b)   If an Employee performs an Hour of Service within twelve (12)
               months of a Severance Date, the period from such Severance Date
               to such Hour of Service. Service shall be credited for all
               periods whether the Employee is employed by an Employer or an
               Affiliate.

Service shall be measured in whole years and fractions of a year in months. For
this purpose, (a) periods of less than a full year shall be aggregated on the
basis that twelve (12) months or three hundred and sixty five (365) days equals
a year, and (b) in aggregating days into months, thirty (30) days shall be
rounded up to the nearest whole month. For purposes of determining Service,
"Date of Hire" means the date on which an Employee first completes an Hour of
Service and "Reemployment Date" means the date on which an Employee first
completes an Hour of Service after a Severance Date.

                                       20


If the Employer is a member of an affiliated service group [under Code Section
414(m)], a controlled group of corporations [under Code Section 414(b)], a group
of trades or businesses under common control [under Code Section 414(c)] or any
other entity required to be aggregated with the Employer pursuant to Code
Section 414(o), Service will be credited for any employment for any period of
time for any other member of such group. Service will also be credited for any
individual required under Code Section 414(n) or Code Section 414(o) to be
considered an Employee of any Employer aggregated under Code Section 414(b),
(c), or (m).

1.95     SEVERANCE DATE
The date which is the earlier of:

         (a)   the date on which an Employee quits, retires, is discharged or
               dies; or

         (b)   the first anniversary of the first date of a period in which an
               Employee remains continuously absent from Service with an
               Employer or affiliate (with or without pay) for any reason other
               than quit, retirement, discharge or death.

1.96     SEVERANCE PERIOD
Each period from an Employee's Severance Date to his next Reemployment Date.

1.97     SERVICE PROVIDER
An individual or business entity who is retained by the Plan Administrator on
behalf of the Plan to provide specified administrative services to the Plan.

1.98     SHAREHOLDER EMPLOYEE
An Employee or officer who owns [or is considered as owning within the meaning
of Code Section 318(a)(1)], on any day during the taxable year of an electing
small business corporation (S Corporation), more than 5% of such corporation's
outstanding stock.

1.99     SIMPLIFIED EMPLOYEE PENSION PLAN
A plan under which the Employer makes contributions for eligible Employees
pursuant to a written formula. Contributions are made to an individual
retirement account which meets the requirements of Code Section 408(k).

1.100    SPONSOR
The institution or entity and any of its affiliates or any successor or assigns
thereto identified in the Adoption Agreement who makes this Prototype Defined
Contribution Plan available to adopting Employers.

1.101    SPOUSE
The individual to whom a Participant is married, or was married in the case of a
deceased Participant who was married at the time of his or her death. A former
Spouse will be treated in the same manner as a Spouse to the extent provided
under a Qualified Domestic Relations Order as described in Code Section 414(p).

1.102    STATED BENEFIT FORMULA
The formula elected by the Employer in the Adoption Agreement expressed in the
form of a straight life annuity without a term certain, refund feature or
survivor benefit.

1.103    SUPER TOP-HEAVY PLAN
A Plan described at paragraph 1.106 under which the Top-Heavy Ratio exceeds 90%.

1.104    TAXABLE WAGE BASE
For plans with an allocation formula which takes into account the Employer's
contribution under the Federal Insurance Contributions Act (FICA), the
contribution and benefit base in effect under the Social Security Act (Section
203) at the beginning of the Plan Year.

1.105    TOP-HEAVY DETERMINATION DATE
For the first Plan Year of the Plan, the last day of the first Plan Year. For
any Plan Year subsequent to the first Plan Year, the last day of the preceding
Plan Year.

                                       21


1.106    TOP-HEAVY PLAN
For any Plan Year, the Employer's Plan is Top-Heavy if any of the following
conditions exist:

         (a)   The Top-Heavy Ratio for the Employer's Plan exceeds 60% and this
               Plan is not part of any Required Aggregation Group or Permissive
               Aggregation Group of plans.

         (b)   The Employer's Plan is a part of a Required Aggregation Group of
               plans but not part of a Permissive Aggregation Group and the
               Top-Heavy Ratio for the group of plans exceeds 60%.

         (c)   The Employer's Plan is a part of a Required Aggregation Group and
               part of a Permissive Aggregation Group of plans and the Top-Heavy
               Ratio for the Permissive Aggregation Group exceeds 60%.

1.107    TOP-HEAVY RATIO

         (a)   If the Employer maintains one or more Defined Contribution Plans
               (including any Simplified Employee Pension Plan) and the Employer
               has not maintained any Defined Benefit Plan which during the five
               (5) year period ending on the Determination Date(s) has or has
               had accrued benefits, the Top-Heavy Ratio for this Plan alone, or
               for the Required or Permissive Aggregation Group as appropriate,
               is a fraction,

               (1)   the numerator of which is the sum of the account balances
                     of all Key Employees as of the Determination Date(s)
                     [including any part of any account balance distributed in
                     the five year period ending on the Determination Date(s)],
                     and

               (2)   the denominator of which is the sum of all account balances
                     [including any part of any account balance distributed in
                     the five (5) year period ending on the Determination
                     Date(s)], both computed in accordance with Code Section 416
                     and the Regulations thereunder.

               Both the numerator and denominator of the Top-Heavy Ratio are
               increased to reflect any contribution not actually made as of the
               Determination Date but which is required to be taken into account
               on that date under Code Section 416 and the Regulations
               thereunder.

         (b)   If the Employer maintains one or more Defined Contribution Plans
               (including any Simplified Employee Pension Plan) and the Employer
               maintains or has maintained one or more Defined Benefit Plans
               which during the five (5) year period ending on the Determination
               Date(s) has or has had any accrued benefits, the Top-Heavy Ratio
               for any Required or Permissive Aggregation Group, as appropriate,
               is a fraction, the numerator of which is the sum of account
               balances under the aggregated Defined Contribution Plan or Plans
               for all Key Employees, determined in accordance with (a) above,
               and the Present Value of accrued benefits under the aggregated
               Defined Benefit Plan or Plans for all Key Employees as of the
               Determination Date(s), and the denominator of which is the sum of
               the account balances under the aggregated Defined Contribution
               Plan or Plans for all Participants, determined in accordance with
               (a) above, and the Present Value of accrued benefits under the
               Defined Benefit Plan or Plans for all Participants as of the
               Determination Date(s), all determined in accordance with Code
               Section 416 and the Regulations thereunder. The accrued benefits
               under a Defined Benefit Plan in both the numerator and
               denominator of the Top-Heavy Ratio are increased for any
               distribution of an accrued benefit made in the five (5) year
               period ending on the Determination Date.

         (c)   For purposes of (a) and (b) above, the value of account balances
               and the Present Value of accrued benefits will be determined as
               of the most recent Valuation Date that falls within or ends with
               the twelve (12) month period ending on the Determination Date,
               except as provided in Code Section 416 and the Regulations
               thereunder for the first and second Plan Years of a Defined
               Benefit Plan. The account balances and accrued benefits of a
               Participant who is not a Key Employee but who was a Key Employee
               in a prior year, or who has not been credited with at least one
               (1) Hour of Service with any Employer maintaining the Plan at any
               time during the five (5) year period ending

                                       22


               on the Determination Date, will be disregarded. The calculation
               of the Top-Heavy Ratio, and the extent to which distributions,
               rollovers, and transfers are taken into account will be made in
               accordance with Code Section 416 and the Regulations thereunder.
               Qualified Voluntary Employee Contributions will not be taken into
               account for purposes of computing the Top-Heavy Ratio. When
               aggregating plans, the value of account balances and accrued
               benefits will be calculated with reference to the Determination
               Dates that fall within the same calendar year. The accrued
               benefit of a Participant other than a Key Employee shall be
               determined under the method, if any, that uniformly applies for
               accrual purposes under all Defined Benefit Plans maintained by
               the Employer, or if there is no such method, as if such benefit
               accrued not more rapidly than the slowest accrual rate permitted
               under the fractional rule of Code Section 411(b)(1)(C).

1.108    TOP-PAID GROUP
The group consisting of the top 20% of Employees when ranked on the basis of
Compensation paid during such year. For purposes of determining the number of
Employees in the group (but not who is in it), Employees identified in (a)
through (d) may be excluded and Employees identified in (e) through (f) shall be
excluded:

         (a)   Employees who have not completed six (6) months of Service by the
               end of the year;

         (b)   Employees who normally work less than seventeen and one-half
               (17 1/2) hours per week by the end of the year;

         (c)   Employees who normally work not more than six (6) months during
               any year;

         (d)   Employees who have not attained age twenty-one (21) by the end of
               the year;

         (e)   Employees included in a collective bargaining unit, covered by an
               agreement between Employee representatives and the Employer,
               where retirement benefits were the subject of good faith
               bargaining, if they constitute at least 90% of the Employer's
               workforce and the Plan covers only non-union Employees; and

         (f)   Employees who are nonresident aliens and who receive no Earned
               Income which constitutes income from sources within the United
               States.

1.109    TRANSFER CONTRIBUTION
A non-taxable transfer of a Participant's benefit directly from a Qualified Plan
to this Plan. This type of transfer does not constitute constructive receipt of
plan assets.

1.110    TRUST
The trust established in conjunction with the Plan, together with any and all
amendments thereto which holds assets of the Plan held by or in the name of the
Trustee or Custodian.

1.111    TRUSTEE
An individual, individuals or corporation and any of its affiliates or any
successor or assigns (who may be the Sponsor or an affiliate) who are appointed
or assigned in the Adoption Agreement or any duly appointed successor or assigns
as provided for in paragraph 13.19.

1.112    UNIFORMED SERVICES EMPLOYMENT AND REEMPLOYMENT RIGHTS ACT OF 1994
(USERRA)
The Uniformed Services Employment and Reemployment Rights Act of 1994, as
amended. Notwithstanding any provision of the Plan to the contrary,
contributions, benefits, Plan loan repayment, suspensions and service credit
with respect to qualified military service will be provided in accordance with
Code Section 414(u).

1.113    VALUATION DATE
The last day of the Plan Year and such other date(s) as specified in the
Adoption Agreement on which the fair market value of Plan assets is determined.
The Trustee and/or Custodian must also value the Trust on such other Valuation
Dates as directed by the Plan Administrator.

                                       23


1.114    VESTED ACCOUNT BALANCE
The aggregate value of the Participant's Vested Account Balances derived from
Employer and Employee contributions (including Rollovers), whether vested before
or upon death, including the proceeds of insurance contracts, if any, on the
Participant's life. The provisions of Article VIII shall apply to a Participant
who is vested in amounts attributable to Employer contributions, Employee
contributions (or both) at the time of death or distribution.

1.115    VOLUNTARY AFTER-TAX CONTRIBUTION
Any contribution made to the Plan by or on behalf of a Participant that is
included in the Participant's gross income in the year in which made and that is
maintained under a separate account to which earnings and losses are allocated.

1.116    WELFARE BENEFIT FUND
Any fund that is part of a plan of the Employer, or has the effect of a plan,
through which the Employer provides welfare benefits to Employees or their
beneficiaries. For these purposes, Welfare Benefit means any benefit other than
those with respect to which Code Section 83(h) (relating to transfers of
property in connection with the performance of services), Code Section 404
(relating to deductions for contributions to an Employees' trust or annuity and
Compensation under a deferred payment plan), Code Section 404A (relating to
certain foreign deferred compensation plans) apply. A "Fund" for purposes of
this paragraph, is any social club, voluntary employee benefit association,
supplemental unemployment benefit trust or qualified group legal service
organization described in Code Section 501(c)(7), (9), (17) or (20); any trust,
corporation, or other organization not exempt from income tax, or to the extent
provided in regulations, any account held for an Employer by any person.

1.117    YEAR OF SERVICE

         (a)   If elected in the Adoption Agreement, the hours counting method
               will be used in determining either an Employee's initial or
               continuing eligibility to participate in the Plan, or the
               nonforfeitable interest in the Participant's account balance
               derived from Employer contributions. A Year of Service is a
               twelve (12) consecutive month period in which an Employee has
               completed one-thousand (1,000) Hours of Service (or such lower
               number as is specified in the Adoption Agreement).

               (1)   The eligibility computation period starts with the day the
                     Employee first performs an Hour of Service and is a twelve
                     (12) consecutive month period during which the Employee has
                     completed the number of Hours of Service [not to exceed
                     one-thousand (1,000)] as elected in the Adoption Agreement.

               (2)   The vesting computation period is a twelve (12) consecutive
                     month period as elected by the Employer in the Adoption
                     Agreement during which the Employee completed the number of
                     Hours of Service [not to exceed one-thousand (1,000)] as
                     elected in the Adoption Agreement. If no election is made,
                     the Plan Year shall be used provided that in the event the
                     Plan Year is changed, the "vesting computation period"
                     shall be the twelve (12) consecutive month period
                     determined in accordance with Department of Labor
                     Regulation Section 2530.203-2(c), the provisions of which
                     are incorporated herein by reference.

         (b)   If elected in the Adoption Agreement, the Elapsed Time method
               will be used in determining either an Employee's initial or
               continuing eligibility to participate in the Plan, or the
               nonforfeitable interest in the Participant's account balance
               derived from Employer contributions. An Employee will receive
               credit for the aggregate of all time period(s) commencing with
               the Employee's first day of employment or reemployment and ending
               on the date a Break in Service begins. The first day of
               employment or reemployment is the first day the Employee performs
               an Hour of Service for the Employer. An Employee will also
               receive credit for any Period of Severance of less than twelve
               (12) consecutive months. Fractional periods of a year will be
               expressed in terms of days. Years of Service will be determined
               in accordance with paragraph 1.94.

                                       24


               (1)   A Break in Service under the Elapsed Time method is a
                     Period of Severance of at least twelve (12) consecutive
                     months. A Period of Severance is a continuous period of
                     time during which the Employee is not employed by the
                     Employer. The continuous period begins on the date the
                     Employee retires, quits, is discharged or if earlier, the
                     first twelve (12) month anniversary of the date on which
                     the Employee is first absent from Service.

               (2)   In the case of an individual who is absent from work for
                     maternity or paternity reasons, the twelve (12) consecutive
                     month period beginning on the first anniversary of the
                     first date of such absence from work for maternity or
                     paternity reasons (a) by reason of the pregnancy of the
                     individual, (b) by reason of the birth of the child of the
                     individual, (c) by reason of the placement of a child with
                     the individual in connection with the adoption of such
                     child by such individual, or (d) for purposes of caring for
                     such child for a period beginning immediately following
                     such birth or placement.

         (c)   Each Employee will share in Employer contributions for the period
               beginning on the date the Employee commences participation under
               the Plan and ending on the date on which such Employee terminates
               employment with the Employer or is no longer a member of an
               eligible class of Employees.

         (d)   If two (2) Years of Service are required as a condition of
               eligibility, a Participant will only have completed two (2) Years
               of Service for eligibility purposes upon the actual completion of
               two (2) consecutive Years of Service.

         (e)   The Employer may elect in the Adoption Agreement for purposes of
               determining a Participant's vested interest to disregard Years of
               Service prior to:

               (1)   the time the Employer or any affiliate maintained the Plan
                     or any predecessor plan; and

               (2)   an Employee's attainment of a certain age, not to exceed
                     age eighteen (18).

         (f)   An Employee's Years of Service under this Plan may be determined
               using the hours counting method or the Elapsed Time method or
               both. Unless otherwise elected in the Adoption Agreement, Years
               of Service shall be determined using the hours counting method on
               the basis of actual hours worked.

         (g)   If the Plan determines Service for a given purpose on one basis
               and an Employee transfers to Employment covered by this Plan from
               Employment covered by another Qualified Plan which determines
               Service for such purpose on the other basis, and if the
               Employee's Service for the period during which he was covered by
               such other plan is required to be taken into consideration under
               this Plan for that purpose, then the following rules shall apply:

               (1)   If such Service was determined under the other plan using
                     the hours counting method, then the period so taken into
                     consideration through the close of the computation period
                     in which such transfer occurs shall be:

                     (i)    the number of Years of Service credited to the
                            Employee for such purpose under such other plan as
                            of the start of such computation period, and

                     (ii)   for the computation period in which such transfer
                            occurs, the greater of:

                            (A)   his Service for such period as of the date of
                                  transfer determined under the rules of such
                                  other plan, or

                            (B)   his Service for such period determined under
                                  the Elapsed Time rules of this Plan.

                                       25


                     Service after the close of that computation period shall be
                     determined for such purpose solely under the Elapsed Time
                     rules of this Plan.

               (2)   If such Service was determined under the other plan using
                     the Elapsed Time method, then the period taken into
                     consideration shall be (1) the number of one-year periods
                     of Service credited to the Employee under such other plan
                     as of the date of the transfer, and (2) for the computation
                     period which includes the date of transfer, the Hours of
                     Service equivalent to any fractional part of a Year of
                     Service credited to him under such other plan. In
                     determining such equivalency, the Employee shall be
                     credited with one-hundred-ninety (190) Hours of Service for
                     each month or fraction thereof.

If this Plan is an amendment and continuation of another Qualified Plan or if
this Plan is amended and an effect of the amendment is to change the basis on
which Years of Service are determined, the foregoing rules shall be applied as
if each Employee had transferred employment on the effective date of such
amendment.

If no election is made on the Adoption Agreement, the Plan will define a Year of
Service as a twelve (12) consecutive month period in which an individual has
completed one-thousand (1,000) Hours of Service under the hours counting method.

                                       26


                                   ARTICLE II

                            ELIGIBILITY REQUIREMENTS

2.1      ELIGIBILITY
Employees who meet the eligibility requirements in the Adoption Agreement on the
Effective Date of the Plan shall become Participants as of the Effective Date of
the Plan. If elected in the Adoption Agreement, all Employees employed on the
Effective Date of the Plan may participate, even if they have not satisfied the
Plan's specified eligibility requirements. Employees hired after the Effective
Date of the Plan, upon meeting the eligibility requirements, shall become
Participants on the applicable Entry Date. For amended and restated Plans,
Employees who were Participants in the Plan prior to the Effective Date will
continue to participate in the Plan, regardless of whether the Employee
satisfies the eligibility requirements in the restated or amended Plan, unless
otherwise elected in the Adoption Agreement. If no age and Service requirement
are elected in the Adoption Agreement, an Employee will become a Participant on
the date the individual first performs an Hour of Service for the Employer. The
Employee must satisfy the eligibility requirements specified in the Adoption
Agreement and be employed on the Entry Date to become a Participant in the Plan.

         (a)   In the event that an Employee has satisfied the eligibility
               requirements, but is not employed on the applicable Entry Date,
               such Employee will become a Participant for the purpose(s) for
               which an Employee had previously qualified upon his or her
               rehire.

         (b)   Except as otherwise provided in the Adoption Agreement, all Years
               of Service will be counted for purposes of determining whether an
               Employee has satisfied the Plan's Service eligibility
               requirement, if any. If a Participant has a Break in Service or
               Period of Severance, Service before that Break in Service or
               Period of Severance shall be reinstated as of the date the
               Employee is credited with an Hour of Service after incurring such
               Break in Service or Period of Severance.

         (c)   In the event an Employee who is not a member of an eligible class
               of Employees becomes a member of an eligible class, such Employee
               shall participate immediately if such Employee has satisfied the
               minimum age and Service requirements and would have previously
               become a Participant had he or she been in an eligible class.

         (d)   A former Participant shall be eligible to authorize Elective
               Deferrals and may make other Employee Contributions as permitted
               under the Plan as of the date on which the individual is rehired.
               Such contributions shall resume immediately (or as soon as
               administratively feasible) on or after his or her date of rehire.
               A former Employee who had become a Participant for the purpose of
               Employer contributions shall again become a Participant with
               respect to Employer Contributions on the date on which the
               individual is rehired.

         (e)   An Employee who has become a Participant under the Plan will
               remain a Participant for as long as an account is maintained
               under the Plan for his or her benefit, or until his or her death,
               if earlier.

         (f)   Each Employee will share in Employer contributions for the period
               beginning on the date the Employee commences participation under
               the Plan and ending on the date on which such Employee terminates
               employment with the Employer or is no longer a member of an
               eligible class of Employees.

2.2      DETERMINATION OF ELIGIBILITY
The Plan Administrator shall determine the eligibility of each Employee for
participation in the Plan based upon information provided by the Employer. Such
determination shall be conclusive and binding on all individuals except as
otherwise provided herein or by operation of law.

2.3      CHANGE IN CLASSIFICATION OF EMPLOYMENT
In the event a Participant becomes ineligible to participate because he or she
is no longer a member of an eligible class of Employees (as elected by the
Employer in the Adoption Agreement), Elective Deferrals and/or other

                                       27


Employee contributions will cease as soon as administratively practicable after
the Participant becomes ineligible. Such Participant shall participate for the
purpose(s) for which the Participant had previously qualified immediately (or as
soon as administratively feasible) upon his or her return to an eligible class
of Employees.

2.4      PARTICIPATION
A Year of Service for participation in the Plan is an eligibility computation
period during which an Employee completes the Hours of Service requirement
[one-thousand (1,000) hours or less] elected by the Employer in the Adoption
Agreement. If the Plan utilizes the Elapsed Time method of crediting Service, an
eligibility computation period for which the Employee receives credit for a Year
of Service will be determined under the Service crediting rules of paragraph
1.117.

The initial eligibility computation period shall be the twelve (12) consecutive
month period beginning on the Employee's employment commencement date (the first
day an Employee completes an Hour of Service for the Employer). The Plan will
measure succeeding eligibility computation periods based on the Plan Year,
unless otherwise elected in the Adoption Agreement. Where the subsequent
computation periods are calculated on the basis of the Plan Year, an Employee
who receives credit for the required number of Hours of Service during the
initial computation period and then earns an additional Year of Service credit
during the Plan Year commencing during the subsequent twelve (12) month period
will be credited with two (2) Years of Service for purposes of eligibility to
participate.

An Employer may specify in the Adoption Agreement a Service requirement for
eligibility for participation in the Plan after completion of a specified number
of months or Hours of Service. Any Service requirement based on months of
Service may not require an Employee to complete more than one (1) Year of
Service [one-thousand (1,000) Hours of Service] in a twelve (12) consecutive
month period, or if applicable, two (2) Years of Service.

2.5      EMPLOYMENT RIGHTS
Participation in the Plan shall not confer upon a Participant any employment
rights, nor shall it interfere with the Employer's right to terminate the
employment of any Employee at any time.

2.6      SERVICE WITH CONTROLLED GROUPS
All Years of Service with other members of a controlled group of corporations
[as defined in Code Section 414(b)], trades or businesses under common control
[as defined in Code Section 414(c)], or members of an affiliated service group
[as defined in Code Section 414(m)] and any other entity required to be
aggregated with the Employer pursuant to Code Section 414(o) shall be credited
for purposes of determining an Employee's eligibility to participate.

2.7      LEASED EMPLOYEES
A Leased Employee shall be treated as an Employee of the recipient Employer.
Notwithstanding the foregoing, a Leased Employee shall not be considered an
Employee of the recipient Employer for purposes of participation in any Plan
established under a Nonstandardized Adoption Agreement, unless otherwise elected
in the Adoption Agreement. Contributions or benefits provided by the leasing
organization which are attributable to services performed for the recipient
Employer shall be treated as provided by the recipient Employer.

A Leased Employee shall not be considered an Employee of the recipient if such
Employee is covered by a money purchase pension plan sponsored by the leasing
organization providing:

         (a)   a non-integrated Employer contribution rate of at least 10% of
               Compensation [as defined in Code Section 415(c)(3)], but
               including amounts contributed pursuant to a salary reduction
               agreement which are excludable from the Employee's gross income
               under Code Sections 125, 132(f)(4), 402(e)(3), 402(h)(1)(B) or
               403(b),

         (b)   immediate participation, and

         (c)   full and immediate vesting.

                                       28


This exclusion is only available if Leased Employees do not constitute more than
20% of the recipient's Non-Highly Compensated work force. The Plan Administrator
must apply this paragraph 2.7 consistent with Code Sections 414(n) and 414(o)
and the Regulations issued thereunder. The Employer must specify in an addendum
to the Adoption Agreement the manner in which the Plan will determine the
allocation of Employer contributions and Participant forfeitures on behalf of a
Participant if the Participant is a Leased Employee covered by a plan maintained
by the leasing organization.

2.8      THRIFT PLAN
The Employer may make an election in the Adoption Agreement to require Employee
after-tax contributions (Required After-tax Contributions) as a condition of
participation in the Plan. The Employer shall notify each eligible Employee of
his or her eligibility for participation prior to the appropriate Entry Date.
The Employee shall indicate his or her intention to join the Plan by authorizing
the Employer to withhold a percentage of his or her Compensation as provided in
the Plan. Such authorization shall be returned to the Employer within the time
prescribed. The Employee may decline participation by so indicating in
accordance with the procedures prescribed by the Employer. If the Employee
declines to participate, such Employee shall be given the opportunity to join
the Plan on any subsequent Entry Date.

2.9      TARGET BENEFIT PLAN
A Target Benefit Plan may be established by executing a Target Benefit Plan
Adoption Agreement. The Employer shall notify each eligible Employee of his or
her eligibility for participation prior to the appropriate Entry Date. The
Employer will make contributions for each Participant in level annual
contributions which will fund the Participant's target benefit at the Plan's
Normal Retirement Age.

2.10     DAVIS-BACON PLAN
A Davis-Bacon Plan may be established by executing a Davis-Bacon Plan Adoption
Agreement. The Employer shall notify each Employee covered by any Davis Bacon or
prevailing wage contract of his or her eligibility for participation prior to
the appropriate Entry Date. The Employer will make contributions for each
Participant in accordance with the formula or any public contract subject to the
Davis-Bacon Act or to any other Federal, state or municipal prevailing wage law
as specified in the Adoption Agreement or the schedule attached thereto.

For the purposes of this paragraph, Employees covered by a Davis Bacon or
prevailing wage contract will be those who are included in a unit of Employees
covered by a collective bargaining agreement between the Employer and Employee
representatives, if retirement benefits were the subject of good faith
bargaining and if two percent or less of the Employees who are covered pursuant
to that agreement are professionals as defined in Section 1.410(b)-9 of the
Regulations. For this purpose, the term "Employee representatives" does not
include any organization more than half of whose members are Employees who are
owners, officers, or executives of the Employer.

2.11     WAIVER OF PARTICIPATION
A Plan established under a standardized Adoption Agreement may not permit an
otherwise eligible Employee or Participant to elect not to participate in the
Plan. A Plan established under a Nonstandardized Adoption Agreement may treat
Employees who waive participation in the Plan as a nondiscriminatory class of
Employees who are ineligible to participate therein by making the proper
designation in the Adoption Agreement. Waivers of Plan participation must not
constitute cash or deferred arrangements [within the meaning of Code Section
401(k)] or they shall be ineffective. A waiver shall not be considered a cash or
deferred arrangement if it is irrevocable, applies to all Plans maintained by
the Employer, and is made prior to the date on which the Employee is first
eligible to participate in the Plan of the Employer. The Plan Administrator
shall establish uniform and nondiscriminatory procedures as it deems necessary
to carry out this provision including, but not limited to, rules prescribing the
timing and filing of elections not to participate. The Plan Administrator shall
determine the propriety of any such waiver.

An Employee or Participant continues to earn credit for each Year of Service for
eligibility or vesting purposes he or she completes and his or her account (if
any) will share in the gains or losses of the Plan during the periods he or she
elects not to participate.

                                       29


2.12     OMISSION OF ELIGIBLE EMPLOYEE
If, in any Plan Year, an Employee who should be included as a Participant in the
Plan is erroneously omitted and discovery of such omission is not made until
after a contribution by his or her Employer for the Plan Year has been made, the
Employer shall make any such correction regarding the Employee's eligibility
under one of IRS approved correction programs.

2.13     INCLUSION OF INELIGIBLE EMPLOYEE
If, in any Plan Year, any person who should not have been included as a
Participant in the Plan is erroneously included and discovery of such incorrect
inclusion is not made until after a contribution for the Plan Year has been
made, the Employer shall not be entitled to recover the contribution made with
respect to the ineligible individual regardless of the deductibility of the
contribution in question. The contribution and any earnings made with respect to
the ineligible person shall be forfeited in the Plan Year in which the discovery
is made. If any person made Elective Deferrals erroneously, the Elective
Deferrals and the associated earnings shall be distributed to that individual in
the Plan Year in which the discovery was made. Alternatively, the Employer may
determine if an alternative correction method may be available and use said
method to make the correction.

                                       30


                                   ARTICLE III

                             EMPLOYER CONTRIBUTIONS

3.1      CONTRIBUTION AMOUNT

         (a)   The Employer will make periodic contributions to the Plan in
               accordance with the contribution formula or formulas elected in
               the Adoption Agreement.

         (b)   The Employer shall also make Matching, Top-Heavy minimum
               contributions and any other Employer contribution for the benefit
               of Participants who are covered by USERRA. Employer Matching
               Contributions under USERRA shall be made in the Plan Year for
               which the Participant exercises his or her right to make-up
               Elective Deferrals and/or other Employee contributions for prior
               years. Top-Heavy minimum contributions and other Employer
               contributions for USERRA protected Service shall be made during
               the Plan Year in which the individual returns to employment with
               the Employer.

         (c)   Employer contributions required under USERRA are not increased or
               decreased with respect to Plan investment earnings for the period
               to which such contributions relate. The Employer's contribution
               for any Plan Year shall be subject to the limitations on
               allocations contained in Article X.

3.2      CONTRIBUTION AMOUNT FOR A SIMPLE 401(k) PLAN
If the Employer has executed the SIMPLE 401(k) Adoption Agreement the provisions
of the following paragraphs shall apply for a Plan Year if the Employer is an
Eligible Employer and no contributions are made or benefits accrued for services
during the Plan Year on behalf of any Eligible Employee under any other plan,
contract, pension or trust described in Code Section 219(g)(5)(A) or (B)
maintained by the Employer.

         (a)   SIMPLE 401(k) MATCHING CONTRIBUTION FORMULA - For each Plan Year,
               the Employer shall contribute and allocate to each Eligible
               Employee's account an amount equal to the Employee's Elective
               Deferral contribution up to a limit of 3% of the Employee's
               Compensation for the full Plan Year. If the Employer elects in
               the Adoption Agreement to make the Non-Elective Contribution as
               specified in paragraph 3.2(b) below, this Matching Contribution
               will not be made.

         (b)   SIMPLE 401(k) NON-ELECTIVE CONTRIBUTION FORMULA - For any Plan
               Year, the Employer may elect to contribute a Non-Elective
               Contribution of 2% of Compensation for the full Plan Year for
               each Eligible Employee who received at least $5,000 of
               Compensation (or such lesser amount as elected by the Employer in
               the SIMPLE 401(k) Plan Adoption Agreement) for the Plan Year. The
               allocation thereof shall be unrelated to any Participant Elective
               Deferral contributions made hereunder. If the Employer elects in
               the Adoption Agreement to make the Non-Elective Contribution for
               a Plan Year, the Employer shall not make the Matching
               Contribution described in paragraph 3.2(a) above with respect to
               the same Plan Year. The Employer shall notify Eligible Employees
               within a reasonable period of time (before the sixtieth day)
               prior to the beginning of each Plan Year of its election to make
               the 2% Non-Elective Contribution in lieu of the Matching
               Contribution.

         (c)   The provisions of the Plan implementing the limitations of Code
               Section 415 apply to contributions made pursuant to paragraphs
               3.2(a) and (b).

         (d)   In the event that the contribution and allocation formula above
               results in an Excess Annual Addition, such excess shall be
               corrected as provided for at paragraph 10.2 of the Basic Plan
               Document #01. The Employer's contribution for any Plan Year shall
               be subject to the overall limitations on allocations contained in
               Article X.

                                       31


         (e)   No other Employer or Employee contributions may be made to the
               SIMPLE 401(k) Plan for the Plan Year other than Elective
               Deferrals described in paragraph 4.8, Matching or Non-Elective
               Contributions described in paragraphs 3.2(a) and (b), and
               Rollover Contributions described in Regulations Section
               1.402(c)-2, Q&A1 (a).

         (f)   In the event the deduction of a contribution made by the Employer
               is disallowed under Code Section 404, such contribution (to the
               extent disallowed) must be returned to the Employer within one
               year of the disallowance of the deduction.

         (g)   All benefits attributable to contributions described in
               paragraphs 3.2(a) and (b) are nonforfeitable at all times, and
               all previous contributions made under the Plan provisions are
               nonforfeitable as of the beginning of the Plan Year the SIMPLE
               401(k) provisions apply.

3.3      RESPONSIBILITY FOR CONTRIBUTIONS
The Trustee, the Sponsor or the Custodian shall not be required to determine if
the Employer has made a contribution or if the amount contributed from its
general assets is in accordance with the Code and the provisions elected in the
Adoption Agreement. The Employer shall have sole responsibility in this regard.
The Trustee shall be accountable solely for contributions actually received
within the limits of Article X.

3.4      RETURN OF CONTRIBUTIONS
Contributions made to the Plan by the Employer shall be irrevocable except as
provided below:

         (a)   Any contribution forwarded to the Trustee or Custodian due to a
               mistake of fact, provided that the contribution is returned to
               the Employer within one year of the date of the contribution. The
               Trustee will not increase the amount of the Employer contribution
               returnable under this paragraph 3.3 for any earnings attributable
               to the contribution but the Trustee will reduce the amount
               returned to the Employer for any losses incurred attributable to
               the excess contribution.

         (b)   In the event that the Commissioner of Internal Revenue determines
               that the Plan is not initially qualified under the Internal
               Revenue Code, any contribution dependent on the initial
               qualification by the Employer must be returned to the Employer
               within one year after the date the initial qualification is
               denied, but only if the application for the qualification is made
               by the time prescribed by law for filing the Employer's return
               for the taxable year in which the Plan is adopted, or such later
               date as the Secretary of the Treasury may prescribe.

         (c)   Contributions forwarded to the Trustee or Custodian are presumed
               to be deductible and are conditioned on their deductibility.
               Contributions which are determined by the Internal Revenue
               Service to not be deductible will be returned to the Employer.

3.5      MERGER OF ASSETS FROM ANOTHER PLAN

         (a)   The Employer may in its sole discretion direct the Trustee or
               Custodian to accept assets from another Defined Contribution
               Plan, or to transfer assets to another Defined Contribution Plan,
               provided that such transfer satisfies the requirements of Code
               Section 414(l) and the Regulations thereunder. The Employer, Plan
               Administrator, Trustee or Custodian shall have the right to
               refuse to accept or transfer assets for any reason, provided that
               nothing in this paragraph 3.5 shall give the Trustee or Custodian
               the right to refuse to make a direct transfer of an Eligible
               Rollover Distribution if requested to do so by a Participant in
               accordance with paragraph 6.10.

         (b)   When the transferor plan is a money purchase pension plan and the
               transferee plan (the Plan established under this document), is
               not a money purchase pension plan as set forth in Code Section
               401(a)(11)(B)(iii)(III), the Qualified Joint and Survivor Annuity
               option may not be eliminated at least with respect to the
               benefits which are transferred.

                                       32


               When the transferor plan is a profit-sharing, stock bonus or cash
               or deferred arrangement [401(k) plan] which included the
               Qualified Joint and Survivor Annuity provisions but was not
               required to do so, upon the transfer of those assets, the
               transferee plan may be amended to entirely eliminate the annuity
               option.

3.6      COVERAGE REQUIREMENTS
For purposes of coverage testing, a Participant is treated as benefiting under
the Plan for any Plan Year during which the Participant received or is deemed to
receive an allocation in accordance with Code Section 1.410(b)-3(a). If the
number of Participants who are eligible to share in any contribution for a Plan
Year is such that the Plan established under a Nonstandardized Adoption
Agreement would fail to meet the requirements of Code Section 410(b)(1) or
410(b)(2)(A)(i), then the group of Participants eligible to share in the
contribution for the Plan Year will be increased to include such minimum number
of Participants who are not employed by the Employer on the last day of the Plan
Year and who did not meet the hours requirement, as may be necessary to satisfy
the applicable tests under the Code Sections referenced above. The Participants
who will become eligible to share in the contribution will be those Participants
when compared to Participants who are similarly situated, are those who
completed the greatest number of Hours of Service in the Plan Year before the
termination of their Service. If after such allocation, the coverage
requirements of the Code are still not satisfied, allocation shall continue to
be made to Participants with decreasing Hours of Service until the coverage
requirements of the ratio percentage test of Code Section 410(b)(1)(A) are
satisfied.

If after the application of the correction procedure in the preceding paragraph
the coverage requirements are still not satisfied, the Employer may apply the
same correction procedure to an otherwise excludable class of Employees until
the coverage requirements of the ratio percentage test of Code Section
410(b)(1)(A) are satisfied.

The preceding paragraph will not be construed to permit the reduction of any
Participant's account balance, and any amounts which were allocated to
Participants whose eligibility to share in the contribution did not result from
the application of the preceding paragraph will not be reallocated to satisfy
such requirements. Instead, the Employer will make an additional contribution
equal to the amount which the affected Participants would have received had they
been included initially in the allocation of the Employer's contribution, even
if it would cause the contributions of the Employer for the applicable Plan Year
to exceed the amount which is deductible by the Employer for such Plan Year
under Code Section 404. Any adjustments pursuant to this paragraph will be
considered a retroactive amendment of the Plan which was adopted by the last day
of the Plan Year.

Specifically excluded from the Code Section 410(b) coverage tests are those
Employees who are excluded from participation in the Plan for the entire Plan
Year which includes those Employees whose retirement benefits are subject to a
collective bargaining agreement, nonresident aliens, those Employees excluded
from Plan participation by age and Service requirements imposed by the Plan and
those Employees who incur a Separation from Service during the applicable Plan
Year and for the Plan Year fail to complete more than five hundred (500) Hours
of Service or three (3) consecutive calendar months under the Elapsed Time
method.

3.7      ELIGIBILITY FOR CONTRIBUTION
The Employer will determine on the Adoption Agreement the conditions which
Participants must meet in order to receive an allocation of an Employer
contribution and any forfeitures, subject to the following:

         (a)   In a Plan established under a standardized Adoption Agreement, a
               Participant who is employed on the last day of the Plan Year will
               share in the allocation of the Employer contribution and that
               Plan Year without regard to the Participant's Hours of Service.

               In a Plan established under a standardized Adoption Agreement, a
               Participant who completed more than five hundred (500) Hours of
               Service or three (3) consecutive calendar months under the
               Elapsed Time method will share in the allocation of Employer
               contributions for the Plan Year, regardless of whether employed
               on the last day of the Plan Year.

         (b)   In a Plan established under a Nonstandardized Adoption Agreement,
               the Employer will elect in the Adoption Agreement whether any
               Employer contribution will be allocated to any Participant who
               does not complete the necessary Hours of Service or consecutive
               calendar months requirement

                                       33


               elected in the Adoption Agreement, subject to the Top Heavy
               minimum contribution requirements, if applicable.

               In a Plan established under a Nonstandardized Adoption Agreement,
               the Employer will elect in the Adoption Agreement whether a
               Participant will receive an allocation of the Employer's
               contribution if not employed on the last day of the Plan Year.

         (c)   The Employer may elect in the standardized or Nonstandardized
               Adoption Agreement any other conditions a Participant must meet
               to receive an allocation under the Plan.

3.8      TARGET BENEFIT PLAN CONTRIBUTION
The Employer's annual contribution to a Target Benefit Plan shall be determined
by a Stated Benefit Formula and corresponding factor tables contained in the
Adoption Agreement and shall be allocated to Participants as provided in
paragraph 5.3. This notwithstanding, the Employer's contribution for any Plan
Year shall be subject to the limitations on allocations contained in Article X
and shall not be less than the minimum contribution required at Article XIV for
Top-Heavy Plans. The annual Employer contribution necessary to fund the stated
benefit with respect to a Participant will be determined each year as follows:

         (a)   STEP 1: PRESENT VALUE OF BENEFIT - If the Participant has not yet
               reached Normal Retirement Age, calculate the present value of the
               stated benefit by multiplying the stated benefit by the factor
               that is the product of (i) the applicable factor in Table I [if
               attained age is less than sixty-five (65)] or Table IA [if
               attained age is greater than or equal to sixty-five (65)],
               multiplied by (ii) the applicable factor in Table III. If the
               Participant is at or beyond Normal Retirement Age, calculate the
               present value of the stated benefit by multiplying the stated
               benefit by the factor in Table IV corresponding to that Normal
               Retirement Age.

         (b)   STEP 2: THEORETICAL RESERVE - The Theoretical Reserve is
               determined according to (1) and (2) below:

               (1)   Initial Theoretical Reserve. A Participant's Theoretical
                     Reserve as of the last day of the Participant's first year
                     of Projected Participation (year 1) is zero. However, if
                     this Plan is a Prior Safe Harbor Plan with a Stated Benefit
                     Formula that takes into account Plan Years prior to the
                     first Plan Year and this Plan satisfies the safe harbor in
                     Regulations Section 1.401(a)(4)-8(b)(3)(C), the Initial
                     Theoretical Reserve is determined as follows:

                     (i)    Calculate as of the last day of the Plan Year
                            immediately preceding year 1, the present value of
                            the stated benefit using the actuarial assumptions,
                            the provisions of the Plan, and the Participant's
                            Compensation as of such date. For a Participant who
                            is beyond Normal Retirement Age during year 1, the
                            stated benefit will be determined using the
                            actuarial assumptions, the provisions of the Plan,
                            and the Participant's Compensation as of such date,
                            except that the straight life annuity factor used in
                            that determination will be the factor applicable for
                            the Participant's Normal Retirement Age.

                     (ii)   Calculate as of the last day of the Plan Year
                            immediately preceding year 1 the present value of
                            future Employer contributions, i.e., the
                            contributions due each Plan Year using the actuarial
                            assumptions, the provisions of the Plan,
                            (disregarding those provisions of the Plan providing
                            for the limitations of Code Section 415 or the
                            minimum contributions under Code Section 416), and
                            the Participant's Compensation as of such date,
                            beginning with year 1 through the end of the Plan
                            Year in which the Participant attains Normal
                            Retirement Age.

                     (iii)  Subtract the amount determined in (ii) from the
                            amount determined in (i).

                                       34


               (2)   Accumulate the Initial Theoretical Reserve determined in
                     (1) and the Employer contribution (as limited by Code
                     Section 415, without regard to any required minimum
                     contributions under Code Section 416) for each Plan Year
                     beginning in year 1 up through the last day of the current
                     Plan Year (excluding contributions, if any, for the current
                     Plan Year) using the Plan's interest assumption in effect
                     for each such year. In any Plan Year following the Plan
                     Year in which the Participant attains Normal Retirement
                     Age, the accumulation is calculated assuming an interest
                     rate of 0%.

               For purposes of determining the level of annual Employer
               contribution necessary to fund the stated benefit, the
               calculations in (1) and (2) above will be made as of the last day
               of each Plan Year, on the basis of the Participant's age on the
               Participant's last birthday, using the interest rate in effect on
               the last day of the prior year.

         (c)   STEP 3: UNFUNDED AMOUNT - The excess, if any, of the amount
               determined in Step 1 over the amount determined in Step 2.

         (d)   STEP 4: CONTRIBUTION - Amortize the result in Step 3 by
               multiplying it by the applicable factor from Table II. For the
               Plan Year in which the Participant attains Normal Retirement Age
               and for any subsequent Plan Year, the applicable factor is 1.0.

3.9      DAVIS-BACON PLAN CONTRIBUTION
The Employer will irrevocably contribute the amount determined in accordance
with the contribution formula or formulas elected on the Davis-Bacon Adoption
Agreement. An Employer may take credit for purposes of the Davis-Bacon Act or
other prevailing wage law at the hourly rate specified in an addendum attached
to the Davis-Bacon Adoption Agreement. Contributions made by the Employer to
this Davis-Bacon plan for the Davis-Bacon work performed by the Employer's
covered Employees during the Plan Year may be used as an offset for any Employer
contributions to be made to another Defined Contribution Plan sponsored by the
Employer. The Employer may make Qualified Non-Elective Contributions to the
Plan, designated as "Davis-Bacon or Prevailing Wage Contributions", in order to
satisfy the Employer's obligations under the Davis-Bacon Act, or any other
Federal, state or municipal Davis-Bacon or prevailing wage law. Contributions
made on behalf of Participants who do not perform prevailing wage work cannot be
used as a credit towards meeting the Employer's obligation under the prevailing
wage plan.

3.10     UNIFORM DOLLAR CONTRIBUTION
The Employer's contribution to a plan utilizing a uniform dollar allocation
formula for a Plan Year shall be the same dollar amount to each Participant
regardless of Compensation, Years of Service, age or any other variable set
forth in the Adoption Agreement.

3.11     UNIFORM POINTS CONTRIBUTION
The Employer's contribution to a Plan utilizing a uniform points allocation
formula for a Plan Year shall be in the same ratio that each Participant's
points, as elected in the Adoption Agreement, bears to the total points awarded
to all Participants for the Plan Year.

3.12     403(b) MATCHING CONTRIBUTION
If a tax-exempt Employer elects in the 401(k) Adoption Agreement to make a
Matching Contribution based on the Employee's Elective Deferral contributions
under the Code Section 403(b) Plan, the Employer shall make a Matching
Contribution to the Matching Contribution Account of those Participants who make
Elective Deferrals (while an Employee and a Participant in the Plan) and who are
eligible under the Adoption Agreement to receive the Matching Contribution. Any
such Matching Contribution made to the Plan will be allocated under the formula
elected in the Adoption Agreement. In the event the rate of Matching
Contribution is determined to be discriminatory in favor of one or more Highly
Compensated Employees, that part of the Matching Contribution as is necessary to
make such rate nondiscriminatory shall be forfeited. Any such amounted forfeited
shall be disregarded under the Plan's provisions relating to Code Sections
401(k)(3) and 401(m)(2).

                                       35


                                   ARTICLE IV

                             EMPLOYEE CONTRIBUTIONS

4.1      VOLUNTARY AFTER-TAX CONTRIBUTIONS
If elected by an Employer in the Adoption Agreement, a Participant may make
Voluntary After-tax Contributions to the Plan. These contributions are not
excludable from the Participant's gross income. Such contributions must be made
in a uniform and nondiscriminatory manner. Such contributions are subject to the
limitations on Annual Additions and are subject to antidiscrimination testing.
Any Voluntary After-tax Contribution will not be a condition precedent to the
contribution or allocation of any Employer contribution to the Participant.
Under any Plan which can be established hereunder and if permitted in the Plan's
loan policy document, a Participant may repay a defaulted loan with after-tax
dollars. The Employer may permit buy-back of amounts previously forfeited with
after-tax dollars even if Voluntary After-tax Contributions are not permitted in
the Plan. Any buy-back of amounts previously forfeited must be subject to
uniform and nondiscriminatory rules which do not operate in favor of Highly
Compensated Employees. Repayment of loans made to a Participant and buy-backs of
cash-outs as described in Code Section 411(a)(7)(B) will not be considered
Annual Additions as described in Regulations Section 1.415-6(b)(6). These
amounts are not subject to the limitation contained in Code Section 401(m) in
the year in which made, as they are not considered Annual Additions pursuant to
Code Section 415.

4.2      REQUIRED AFTER-TAX CONTRIBUTIONS
If elected by the Employer in the Adoption Agreement, each Eligible Participant
shall be required to make Required After-tax Contributions to the Plan as a
condition of participation in the Plan. Such contributions shall be withheld
from the Employee's Compensation and shall be transmitted by the Employer to the
Trustee/Custodian. A Participant may discontinue participation or change his or
her contribution percentage in accordance with either an election on the
Adoption Agreement or uniform and nondiscriminatory rules established by the
Employer. If a Participant discontinues his or her contributions, such
Participant may not again authorize such contributions until a change is
permitted in accordance with uniform and nondiscriminatory rules established by
the Employer. The Employer may reduce a Participant's contribution percentage if
required to satisfy the ACP Test described in Article XI.

4.3      QUALIFIED VOLUNTARY CONTRIBUTIONS
A Participant may no longer make Qualified Voluntary Contributions to the Plan.
Amounts already contributed may remain in the Plan until distributed to the
Participant. Such amounts will be maintained in a separate account which will be
nonforfeitable at all times. The account will share in the gains and losses of
the Trust in the same manner as described at paragraph 5.5 of the Plan. No part
of the Qualified Voluntary Contribution Plan account will be used to purchase
life insurance. Subject to Article VIII, Joint and Survivor Annuity Requirements
(if applicable), the Participant may withdraw any part of the Qualified
Voluntary Contribution account by making written application to the Plan
Administrator.

4.4      ROLLOVER CONTRIBUTIONS
Unless elected otherwise in the Adoption Agreement, a Participant/Employee may
make a Rollover Contribution to a Defined Contribution Plan established
hereunder of all or any part of an amount distributed or distributable to him or
her from a Qualified Plan or an individual retirement account (IRA) qualified
under Code Section 408 where the IRA was used as a conduit from a Qualified Plan
provided:

         (a)   the amount distributed to the Participant/Employee is deposited
               to the Plan no later than the sixtieth day after such
               distribution was received by the Participant/Employee,

         (b)   the amount distributed is not one of a series of substantially
               equal periodic payments made for the life (or life expectancy) of
               the Participant/Employee or the joint lives (or joint life
               expectancies) of the Participant/Employee and the
               Participant's/Employee's Beneficiary, or for a specified period
               of ten (10) years or more,

         (c)   the amount distributed is not a required minimum distribution
               under Code Section 401(a)(9),

                                       36


         (d)   if the amount distributed included property, such property is
               rolled over only upon the Trustee, Custodian and/or Employer's
               approval, or if sold, the proceeds of such property may be rolled
               over,

         (e)   the amount distributed would otherwise be includible in gross
               income (determined without regard to the exclusion for net
               unrealized appreciation with respect to Employer securities), and

         (f)   the amount rolled over does not include any amounts contributed
               on an after-tax basis by the Participant to the Qualified Plan.

The Plan Administrator shall be held solely responsible for determining the tax
free status of any Rollover Contribution made to this Plan, and the
Trustee/Custodian shall have no responsibility for any such determination.

4.5      PLAN TO PLAN TRANSFER CONTRIBUTIONS

         (a)   If elected by the Employer in the Adoption Agreement, a
               Participant or an Employee may arrange for the direct transfer of
               his or her entire benefit from another Qualified Plan to the Plan
               established hereunder. Such transfer shall be made for any reason
               and may be in cash and/or in-kind. The Employer and/or the
               Trustee/Custodian in their sole discretion shall have the right
               to refuse to accept a transfer for any reason including but not
               limited to if such assets do not comply operationally, would
               result in a prohibited transaction, are not readily marketable or
               are not compatible with the Employer's investment policy
               objectives. If necessary, for accounting and recordkeeping
               purposes, Transfer Contributions shall be treated in the same
               manner as Rollover Contributions.

         (b)   The Employer may arrange for the direct transfer of a
               Participant's/Employee's benefit from a Qualified Plan to this
               Plan. If necessary, for accounting and recordkeeping purposes,
               Transfer Contributions shall be treated in the same manner as
               Rollover Contributions.

         (c)   In the event the Employer accepts a Transfer Contribution from a
               Plan in which the Participant/Employee was directing the
               investment of his or her account, the Employer may, if the
               Employer determines that it is appropriate and not in violation
               of the nondiscrimination rules under Regulation Section
               1.401(a)(4)-4, permit the Employee to continue to direct his or
               her investments in accordance with paragraph 12.7 with respect
               only to such Transfer Contribution.

         (d)   Notwithstanding any provision of this Plan to the contrary, to
               the extent that any optional form of benefit under the Plan
               established hereunder permits a distribution prior to the
               Employee's Normal Retirement Age, death, Disability, or severance
               from employment, and prior to Plan termination, the optional form
               of benefit is not available with respect to benefits attributable
               to assets (including the post-transfer earnings thereon) and
               liabilities that are transferred, within the meaning of Code
               Section 414(1), to this Plan from a money purchase pension plan
               qualified under Code Section 401(a) (other than any portion of
               those assets and liabilities attributable to Voluntary After-tax
               Contributions).

4.6      VOLUNTARY DIRECT TRANSFERS BETWEEN PLANS
A Participant or Employee shall be able to transfer his or her entire benefit
between qualified Defined Contribution Plans [other than a direct transfer
described in Code Section 401(a)(31)] without regard to whether the
Participant's benefit is immediately distributable or results in the elimination
or reduction of Code Section 411(d)(6) protected benefits. Such a transfer does
not violate Code Section 411(d)(6) if the following requirements are met:

         (a)   The plan from which the benefits are transferred must provide
               that the transfer is conditioned upon a voluntary, fully informed
               election by the Participant to transfer his or her entire benefit
               to another qualified Defined Contribution Plan. As an alternative
               to the transfer, the Participant must be offered the opportunity
               to retain the Participant's Code Section 411(d)(6) protected
               benefits under the Plan [or if the Plan is terminating, to
               receive any optional form of benefit for which the Participant is
               eligible under the Plan as required by Code Section 411(d)(6)].

                                       37


         (b)   The transferring plan must be the same plan type as the Plan
               sponsored by the Employer. When benefits are being transferred
               from a qualified cash or deferred arrangement under Code Section
               401(k), the benefits must be transferred to a qualified cash or
               deferred arrangement under Code Section 401(k). Money purchase
               pension plans must be transferred to money purchase pension
               plans. Benefits transferred from a profit-sharing plan other than
               a 401(k) plan or employee stock ownership plan may be transferred
               to any type of Defined Contribution Plan, even if the event is
               not one that allows a distribution.

         (c)   The transfer must be made in connection with certain corporate
               transactions such as an asset or stock acquisition, merger or
               other similar transaction involving a change in Employer of the
               Employees of a trade or business [i.e., an acquisition or
               disposition within the meaning of Regulation Section
               1.410(b)-2(f)] or in connection with the Participant's transfer
               of employment to a different job for which Service does not
               result in additional allocations under the transferor plan.

         (d)   This type of elective transfer is only available for transfers
               made on or after September 6, 2000, even if the transaction or
               change of employment occurred prior to that date.

         (e)   If the conditions outlined in (a), (b), (c) and (d) above are
               met, the Employer's Plan is not required to protect optional
               forms of benefits available under the prior plan with respect to
               any benefit transferred [except as required by the Qualified
               Joint and Survivor Annuity requirements under Code Sections
               401(a)(11) and 417]. Such a transfer is not a protected optional
               form of benefit, but rather is a "right or feature" under
               Regulation Section 1.401(a)(4)-4(e).

4.7      ELECTIVE DEFERRALS IN A 401(k) PLAN

         (a)   A Participant may enter into a Salary Deferral Agreement with the
               Employer authorizing the Employer to withhold a portion of such
               Participant's Compensation not to exceed the dollar limit under
               Code Section 402(g), as adjusted under Code Section 415(d), for
               the Applicable Calendar Year, or the percentage or dollar amount
               of Compensation specified in the Adoption Agreement.

         (b)   Any Salary Deferral Agreement may not be effective earlier than
               the latest date of the following:

               (1)   The date of the Participant's entry (or reentry) into the
                     Plan;

               (2)   the execution of the Participant's Salary Deferral
                     Agreement;

               (3)   the date the Employer adopts the 401(k) Plan by executing
                     the Adoption Agreement;

               (4)   the Effective Date of the Elective Deferral provisions as
                     specified in the Adoption Agreement.

         (c)   Any such contribution shall be credited to the Employee's
               Elective Deferral account. A Participant may terminate deferrals
               at any time. A Participant may amend his or her Salary Deferral
               Agreement to increase or decrease his or her deferral percentage
               upon notice in accordance with the provisions in the Adoption
               Agreement or such other uniform and nondiscriminatory procedures.
               The Employer shall determine the permitted frequency of such
               changes which shall be no less frequently than once each calendar
               year. Any such election will be effective as soon as practicable
               following the receipt of the notification by the Employer in
               accordance with uniform and nondiscriminatory procedures
               established and communicated to the Participants. The Participant
               shall notify the Employer of any change in his or her deferral
               election in writing or in such other form or manner as permitted.
               The Employer may, notwithstanding any limit to the contrary in
               the Adoption Agreement, limit the maximum deferral percentage for
               Highly Compensated Employees. If a Participant terminates his or
               her agreement, such Participant shall be permitted to put a new
               Salary Deferral Agreement into effect as provided in the Adoption
               Agreement or any other uniform and nondiscriminatory procedures
               established.

                                       38


               The Employer may also amend or terminate said agreement on notice
               to the affected Participant, if required to maintain the
               qualified status of the Plan.

         (d)   If permitted by the Employer, when a Participant who has not
               authorized the Employer to withhold the maximum annual deferral
               amount pursuant to Code Section 402(g) and desires to increase
               the total amount withheld for a Plan Year, the Participant may
               authorize the Employer to withhold a supplemental amount up to
               100% of his or her Compensation for one or more pay periods. In
               no event may the amounts withheld under the Salary Deferral
               Agreement plus any additional amount deferred exceed the lesser
               of 25% of a Participant's Compensation or any other limitation
               elected in the Adoption Agreement by the Employer.

         (e)   If the Plan permits Voluntary After-tax Contributions and the
               Employer has elected in the Adoption Agreement, all or any
               portion of amounts previously withheld under any Salary Deferral
               Agreement may be recharacterized as Voluntary After-tax
               Contributions within the Plan Year.

         (f)   Elective Deferrals shall be deposited in the Plan's Trust as soon
               as administratively feasible after being withheld from the
               Participant's Compensation at the earliest date on which the
               contributions can reasonably be segregated from the Employer's
               general assets, but no later than the time prescribed by the
               Code, ERISA or by applicable Treasury or Department of Labor
               Regulations.

4.8      ELECTIVE DEFERRALS IN A SIMPLE 401(k) PLAN

         (a)   An Eligible Employee may enter into a Salary Deferral Agreement
               with the Employer authorizing the Employer to withhold a portion
               of such Eligible Employee's Compensation, not to exceed $6,000
               per calendar year, as adjusted to reflect any annual
               cost-of-living increases announced by the Internal Revenue
               Service. No Eligible Employee shall be permitted to make Elective
               Deferrals under this Plan, or any other Qualified Plan maintained
               by the Employer, during any taxable year in excess of the dollar
               limitation contained in Code Section 402(g) in effect in at the
               beginning of such taxable year. The $6,000 limit may be reduced
               if an Eligible Employee contributes pre-tax contributions to
               Qualified Plans of other employers.

         (b)   In addition to any other election periods provided, each
               Participant may make or modify his Salary Deferral Agreement
               during the sixty (60) day election period immediately preceding
               each January 1.

         (c)   For the Plan Year in which an Eligible Employee becomes eligible
               to make Elective Deferrals under the SIMPLE 401(k) Plan
               provisions, the sixty (60) day election period requirement of
               paragraph 4.8(b) above is deemed satisfied if the Eligible
               Employee may make or modify a Salary Deferral Agreement election
               during a sixty (60) day period that includes either the date the
               Employee becomes eligible, or the day before.

         (d)   An Eligible Employee may amend his or her Salary Deferral
               Agreement to increase or decrease the percentage upon proper and
               timely notice to the Employer. The Employer shall determine the
               permitted frequency of such changes. An Eligible Employee may
               terminate his or her Salary Deferral Agreement at any time during
               the Plan Year upon notice to the Employer. If an Eligible
               Employee terminates his or her Salary Deferral Agreement, such
               Eligible Employee will be permitted to execute a new Salary
               Deferral Agreement in accordance with the provisions elected in
               the Adoption Agreement or any other uniform and nondiscriminatory
               procedure. The Employer may also amend or terminate any Salary
               Deferral Agreement on notice to the affected Eligible Employee,
               if required to maintain the qualified status of the Plan.

         (e)   If permitted by the Employer, a Participant who has not
               authorized the Employer to withhold at the maximum annual
               deferral amount and desires to increase the total amount withheld
               for a Plan Year, such Participant may authorize the Employer to
               withhold an amount up to 100% of his or her Compensation for one
               or more pay periods.

                                       39


         (f)   Elective Deferrals shall be deposited in the Plan's Trust as soon
               as administratively feasible after being withheld from the
               Participant's Compensation at the earliest date on which the
               contributions can reasonable be segregated from the Employer's
               general assets but no later than the time prescribed by the Code,
               ERISA or by applicable Treasury or Department of Labor
               Regulations.

         (g)   The Employer will notify each Eligible Employee prior to the
               sixty (60) day election period described in paragraph 4.8(b) that
               he or she can make an Elective Deferral or modify a prior
               election during that period.

         (h)   The notification described in this subparagraph 4.8(h) will
               indicate whether the Employer will provide a Matching
               Contribution described in paragraph 3.2(a) or a 2% Non-Elective
               Contribution described in paragraph 3.2(b).

         (i)   The Plan is not treated as a Top-Heavy Plan under Code Section
               416 for any Plan Year for which the SIMPLE 401(k) Plan provisions
               apply.

4.9      AUTOMATIC ENROLLMENT

         (a)   If the Employer so elects in the Adoption Agreement, each
               Employee eligible under the Employer's Code Section 401(k) cash
               or deferred arrangement shall automatically become a Participant
               in the Plan as of the first Entry Date after satisfying the
               Plan's eligibility requirements. The Employer may elect on the
               Adoption Agreement to apply the automatic enrollment provisions
               to current Employees and Participants or only to Employees hired
               on or after the Effective Date of the adoption of or the
               amendment to the Plan providing for the automatic enrollment
               provisions. If the Employer elects the provision to apply to
               current Employees, the Employer will apply the automatic
               enrollment provision to Employees and Participants who are
               deferring at less than the amount elected on the Adoption
               Agreement on or after the Effective Date of the adoption of or
               the amendment to the Plan, except for those Employees and
               Participants who make an affirmative election to receive the
               Compensation in cash.

         (b)   After satisfying the Plan's eligibility requirements, each
               Employee will have his or her Compensation automatically reduced
               by the percentage elected in the Adoption Agreement. These
               amounts will be contributed to the Plan. An election by the
               Employee not to make Elective Deferrals or to contribute a
               different percentage may be made at any time. The election is
               effective for the first pay period and subsequent pay periods
               (until superseded by a subsequent election) if filed when the
               Employee is hired, or within a reasonable period thereafter
               ending before the Compensation for the first pay period is
               currently made available. In the event an Employee has Elective
               Deferrals withheld pursuant to this provision and no investment
               directive has been received, any cash received shall be invested
               as provided for in paragraph 13.8 herein. If an Employee elects
               to receive cash in lieu of Elective Deferrals and the election is
               made when the Employee is hired or within a reasonable period
               thereafter ending before the Compensation is currently available,
               then no Elective Deferrals for the first pay period or subsequent
               pay periods are made on the Employee's behalf to the Plan until
               the Employee makes a subsequent affirmative election to reduce
               his or her Compensation. Elections filed at a later date are
               effective for payroll periods beginning in the month next
               following the date the election is filed.

         (c)   For those current Participants who are deferring at a percentage
               or dollar amount less than the amount elected on the Adoption
               Agreement, the Employer will in the first payroll period after
               the effective date of the amendment reduce the Participant's
               Compensation by the difference between the Participant's current
               deferral election and the election as stated on the Adoption
               Agreement.

         (d)   At the time an Employee is hired, the Plan Administrator shall
               provide the Employee a notice that explains the automatic
               enrollment provision. This notice will also explain the
               Employee's right to elect to have no such Elective Deferrals made
               to the Plan or to alter the amount of those contributions. This
               notice will include the procedure for exercising the right and
               the timing for

                                       40


               implementation of any such election. The Plan Administrator shall
               provide each Participant in the Plan with an annual notice of his
               or her Elective Deferral percentage and each Participant's right
               to change the percentage, including the procedure for exercising
               that right and the timing for implementation of any such
               election. Prior to an Employee's automatic enrollment becoming
               effective, the Plan Administrator will provide such Employee with
               appropriate guidance as to the procedures then in effect, for the
               Employee to make alternative elections referenced above. Each
               Employee deferring Compensation pursuant to this paragraph shall
               be deemed to have consented to an Elective Deferral contribution
               in the amount specified by the Employer in the Adoption
               Agreement, unless he/she has filed an election to the contrary
               with the Plan Administrator pursuant to the Plan's administrative
               procedures.

4.10     MAKE-UP CONTRIBUTIONS UNDER USERRA
A Participant who has the right to make-up Elective Deferrals, Voluntary
After-tax Contributions and/or Required After-tax Contributions under USERRA
shall be permitted to increase his or her Elective Deferral with respect to a
make-up year without regard to any provision limiting contributions for such
Plan Year. Make-up contributions shall be limited to the maximum amount
permitted under the Plan and the statutory limitations applicable with respect
to the make-up year. Employee-related make-up contributions must be made within
the time period beginning on the date of reemployment and continuing for the
lesser of five (5) years or three (3) times the period of military service.

                                       41


                                    ARTICLE V

                              PARTICIPANT ACCOUNTS

5.1      SEPARATE ACCOUNTS
The Plan Administrator or its agent shall establish a separate recordkeeping
account for each Participant showing the fair market value of his or her Plan
benefits. Each Participant's account may be separated for recordkeeping purposes
into the following sub-accounts:

         (a)   Employer contributions:

               (1)   Non Safe-Harbor Matching Contribution Formula 1
                     Contributions

               (2)   Non Safe-Harbor Matching Contribution Formula 2
                     Contributions

               (3)   Qualified Matching Contributions

               (4)   Qualified Non-Elective Contributions

               (5)   Discretionary Contributions

               (6)   Safe Harbor Matching Contributions

               (7)   Safe Harbor Non-Elective Contributions

               (8)   Davis-Bacon Contributions

               (9)   Target Benefit Contributions

               (10)  SIMPLE 401(k) Matching Contributions

               (11)  SIMPLE 401(k) Non-Elective Contributions

               (12)  Money Purchase Pension Plan Contributions

         (b)   Employee contributions:

               (1)   Voluntary After-tax Contributions

               (2)   Qualified Voluntary Contributions

               (3)   Elective Deferrals

               (4)   Required After-tax Contributions

               (5)   Rollover Contributions

               (6)   Transfer Contributions

               (7)   Elective Deferrals in a SIMPLE 401(k) Plan

5.2      VALUATION DATE
The Trustee shall value the Trust at the fair market value as of each Valuation
Date and those Valuation Dates elected in the Adoption Agreement or as directed
in writing by the Plan Administrator.

         (a)   Plan Administrators utilizing a daily valuation system for
               Participant recordkeeping purposes shall process any
               contributions, distributions, investment income or loss, any
               appreciation or depreciation, investment transactions (including
               a purchase or sale of an investment alternative) and any other
               transactions which affect a Participant on each business day that
               securities are traded on the New York Stock Exchange or any other
               national securities market. Individual Participant recordkeeping
               accounts are updated in accordance with paragraph 5.3 hereof as
               of each

                                       42


               Valuation Date specified in the Adoption Agreement or such other
               date as elected by the Plan Administrator.

         (b)   Plan Administrators utilizing a balance forward valuation system
               for Participant recordkeeping purposes will process
               contributions, distributions, investment income or loss,
               investment transactions (including a purchase or sale of an
               investment alternative) and any other transactions at the Plan
               level on the Valuation Date and those other Valuation Dates as
               specified in the Adoption Agreement or any other date(s) as the
               determined by the Plan Administrator. Individual Participant
               recordkeeping accounts will be updated within the allocation
               period on the date or dates determined by the Plan Administrator
               with respect to contributions and distributions. Investment
               earnings will be allocated at the end of the valuation period.
               Any other transactions which affect Participant accounts will be
               posted or allocated to individual Participant accounts on the
               next following Valuation Date unless the Plan Administrator
               elects, in a uniform and nondiscriminatory manner, to allocate
               such transactions as they occur. The Employer may utilize a daily
               valuation system for a portion of the Plan and a balance forward
               valuation system for the balance of the Plan.

All allocations for a particular Plan Year will be made as of the last Valuation
Date(s) of that Plan Year or such other dates determined by the Plan
Administrator.

5.3      ALLOCATIONS TO PARTICIPANT ACCOUNTS
As of each Valuation Date elected by the Employer in the Adoption Agreement
and/or on any date within the allocation period selected in writing by the Plan
Administrator, each Participant's account shall be adjusted to reflect:

         (a)   the Participant's share of the Employer's contribution and
               forfeitures as determined in the Adoption Agreement,

         (b)   any Employee contributions,

         (c)   any repayment of amounts previously distributed to a Participant
               upon a separation from Service and repaid by the Participant
               since the last Allocation Date,

         (d)   the Participant's proportionate share of any investment earnings
               and increase in the fair market value of the Trust since the last
               Allocation Date, and

         (e)   loan repayments of principal and interest.

The Employer shall deduct from each account:

         (f)   any withdrawals or payments made from the Participant's account
               since the last Allocation Date,

         (g)   the Participant's proportionate share of any decrease in the fair
               market value of the Trust since the last allocation Date, and

         (h)   the Participant's proportionate share of any fees and expenses
               paid from the Plan.

5.4      ALLOCATING EMPLOYER CONTRIBUTIONS

         (a)   The Employer must specify in the Adoption Agreement the manner in
               which the Employer's contribution shall be allocated to
               Participants including any minimum contribution for Top-Heavy
               Plans. Employer contributions shall be allocated to all
               Participants eligible to receive a contribution as provided in
               the Adoption Agreement.

         (b)   Notwithstanding any provision of this Plan to the contrary,
               Participants will accrue the right to share in allocations of
               Employer contributions with respect to periods of qualified
               military service as provided in Code Section 414(u).

                                       43


         (c)   At the end of each Plan Year the Plan Administrator shall
               redetermine any Matching Contribution for each Participant based
               on his or her eligible annual Compensation in accordance with the
               Matching Contribution formula elected by the Employer in the
               Adoption Agreement. Any Participant for whom any Matching
               Contribution has not been sufficiently made in accordance with
               the Matching Contribution formula elected by the Employer shall
               receive an additional Matching Contribution so that the total
               annual deferrals (whether pre-tax or after-tax) reflected as a
               percentage of eligible annual Compensation are matched in
               accordance with the Matching Contribution formula ("true-up" of
               Matching Contributions) selected by the Employer in the Adoption
               Agreement. If no election is made on the Adoption Agreement, no
               true-up of Matching Contributions will occur.

5.5      ALLOCATING INVESTMENT EARNINGS AND LOSSES
Account balances are adjusted to reflect actual income and investment gains and
losses from the period beginning on the day following the last Valuation Date
and ending on the current Valuation Date. Each Participant's account shall
receive a proportionate share of the actual income and investment gains and
losses during the period. The value of accounts for allocation purposes shall be
based on the value of all Participant accounts (without regard to any portion of
any such account attributable to segregated investments) as of the last
Valuation Date less withdrawals, distributions and expenses plus any
contributions including deferrals (whether pre-tax or after-tax) if any, paid
from the Trust since the last Valuation Date. Investment gains and losses shall
be credited to all Participant accounts having a balance on the Valuation Date
regardless of the vested status of such account and regardless of the
Participant's employment status. The Plan Administrator shall also have the
right to adopt an alternative procedure for allocating income and investment
gains and losses provided that such alternative procedure is uniform and does
not discriminate in favor of Highly Compensated Employees. Any change in
procedure shall be effective as of the next following Valuation Date or such
other date as agreed to by the Employer and the Plan Administrator. Accounts
with segregated investments shall receive the income or loss on such segregated
investments. Investment gains or losses are determined separately for each
investment alternative offered under the Plan.

         (a)   The value of a Participant's account invested in a mutual fund
               (Registered Investment Company) will equal the value of a share
               in such fund multiplied by the number of shares credited to the
               Participant's account.

         (b)   In the case of any pooled investment vehicle, earnings, gains or
               losses on the pooled investment vehicle will be allocated among
               the Participant's accounts in proportion to the value of each
               Participant's account invested in that investment vehicle
               immediately prior to the Valuation Date. The gain or loss
               attributed to each investment vehicle will be credited to or
               charged against the Participants' account. Alternatively, the
               Plan Administrator or his designate may establish unit values for
               each pooled investment vehicle offered under the Plan in
               accordance with uniform procedures established by the Plan
               Administrator for this purpose. The value of the portion of a
               Participant's account invested in a pooled investment vehicle
               will equal the value of a unit in such investment vehicle
               multiplied by the number of units credited to the account.

         (c)   In the case of any investment that is held specifically for a
               Participant's account, any gain or loss on such investment will
               be charged or credited to that Participant's account.

5.6      ALLOCATION ADJUSTMENTS
The Plan Administrator or his designate, if applicable, shall have the right to
redetermine the value of Participant accounts if a previous allocation or
valuation was performed incorrectly. Such redetermination shall be made without
regard to the reason for the incorrect allocation. Such reasons may include, but
are not limited to, incorrect contribution or Employee information provided by
the Employer or representative of the Employer, incorrect valuation of Plan
assets, incorrect determination of investment income and gains or losses,
improper interpretation of the Plan's allocation formulas or procedures,
erroneous omission of Top-Heavy minimum contributions and failure to transmit,
receive or interpret amendments to the allocation formulas, methods or
procedures. Subject to express limits that may be imposed under the Code, the
Plan Administrator reserves the right to delay the processing of any
contribution, distribution or other transaction for any legitimate business
reason (including, but not limited to, failure of systems or computer programs,
failure of means of transmission of data, FORCE MAJEURE, the failure of any
Service Provider to timely receive values or prices, or to correct for its
errors omissions or the errors or omissions of

                                       44


any Service Provider). After having made any necessary adjustments, the Plan
Administrator or his designate, if applicable, may issue either revised or
adjusted statements to Participants with an explanation of the allocation
adjustments.

5.7      PARTICIPANT STATEMENTS
The Plan Administrator shall prepare a statement for each Participant not less
frequently than annually. Statements may be prepared more frequently as agreed
between the Plan Administrator and the Service Provider or other entity
responsible for the maintenance of Plan records or for valuing Plan assets. Each
statement shall show the additions to and subtractions from the Participant's
account for the period since the last such statement and shall show the fair
market value of the Participant's account as of the current statement date.

5.8      CHANGES IN METHOD AND TIMING OF VALUING PARTICIPANTS' ACCOUNTS
If necessary or appropriate, the Plan Administrator may establish different or
additional uniform and nondiscriminatory procedures for determining the fair
market value of Participant's accounts under the Plan.

                                       45


                                   ARTICLE VI

                      RETIREMENT BENEFITS AND DISTRIBUTIONS

6.1      NORMAL RETIREMENT BENEFITS
A Participant shall be entitled to receive the balance held in his or her
account upon attaining his or her Normal Retirement Age or at such earlier dates
as the provisions of this Article VI may permit. If a Participant elects to
continue working past his or her Normal Retirement Age, he or she will continue
as an active Participant. Unless the Employer elects otherwise in the Adoption
Agreement, distribution shall be made to such Participant at his or her request
prior to his or her actual retirement. Distribution shall be made in the normal
form, or if elected, in one of the optional forms of payment provided below.

6.2      EARLY RETIREMENT BENEFITS
An Early Retirement benefit may be available if elected in the Adoption
Agreement to individuals who meet the age and Service requirements specified in
the Adoption Agreement. A Participant who attains his or her Early Retirement
Date will become fully vested, regardless of any vesting schedule which
otherwise might apply. If a Participant separates from Service with a
nonforfeitable benefit before satisfying the age requirements, but after having
satisfied the Service requirement, the Participant will be entitled to elect an
Early Retirement benefit upon satisfaction of the age requirement.

6.3      BENEFITS ON TERMINATION OF EMPLOYMENT

         (a)   If a Participant terminates employment prior to Normal Retirement
               Age, such Participant shall be entitled to receive the vested
               balance held in his or her account payable at Normal Retirement
               Age in the normal form, or if elected, in one of the other forms
               of payment provided hereunder. If applicable, the Early
               Retirement benefit provisions may be elected. Notwithstanding the
               preceding, a former Participant may, if allowed in the Adoption
               Agreement, make application to the Employer requesting early
               payment of any deferred vested and nonforfeitable benefit due.

         (b)   If a Participant terminates employment, and the value of the
               Participant's Vested Account Balance is not greater than $5,000,
               the Participant may receive a lump sum distribution of the value
               of the entire vested portion of such account balance and the
               nonvested portion will be treated as a forfeiture. The Plan
               Administrator shall follow a consistent and nondiscriminatory
               policy, as may be established, regarding immediate cash-outs of
               Vested Account Balances.

         (c)   For purposes of this Article, if the value of a Participant's
               Vested Account Balance is zero, the Participant shall be deemed
               to have received a distribution of such Vested Account Balance
               immediately following termination. If the Participant is
               reemployed prior to incurring five (5) consecutive one (1) year
               Breaks in Service or Periods of Severance, he or she will be
               deemed to have immediately repaid such distribution.
               Notwithstanding the above, if the Employer maintains or has
               maintained a policy of not distributing any amounts until the
               Participant's Normal Retirement Age, the Employer can continue to
               uniformly apply such policy.

         (d)   If a Participant terminates employment with a Vested Account
               Balance greater than $5,000, and elects (with his or her Spouse's
               consent, if required) to receive 100% of the value of his or her
               Vested Account Balance in a lump sum, the nonvested portion will
               be treated as a forfeiture. The Participant (and his or her
               Spouse, if required) must consent to any distribution when the
               Vested Account Balance described above exceeds $5,000.

         (e)   If a Participant who is not 100% vested receives or is deemed to
               receive a distribution pursuant to this paragraph and resumes
               employment covered under this Plan, the Participant shall have
               the right to repay to the Plan the full amount of the
               distribution attributable to both Employer contributions and
               Elective Deferrals on or before the earlier of the date the
               Participant incurs five (5) consecutive one (1) year Breaks in
               Service following the date of distribution or five (5) years
               after the first date on which the Participant is subsequently
               reemployed. In such event, the

                                       46


               Participant's account shall be restored to the value thereof at
               the time the distribution was made. The account may be further
               increased by the Plan's income and investment gains and/or losses
               on the undistributed amount from the date of the distribution to
               the date of repayment.

         (f)   If the Participant's Vested Account Balance is greater than
               $5,000, a Participant shall have the option to postpone payment
               of his or her Plan benefits until his or her Required Beginning
               Date. If elected in the Adoption Agreement, any balance in a
               Participant's account resulting from his or her Employee
               contributions listed at paragraph 5.1(b), hereof, not previously
               withdrawn, may be withdrawn by the Participant immediately
               following separation from Service.

         (g)   If a Participant ceases to be an active Employee as a result of a
               Disability, such Participant shall have the right to make an
               application for a disability retirement benefit payment. The
               Participant's account balance will be deemed "immediately
               distributable" as set forth in paragraph 6.4, and will be fully
               vested pursuant to paragraph 9.2.

         (h)   If elected in the Adoption Agreement, when a terminating
               Participant or Employee does not make a timely election with
               respect to the cash out distribution of amounts greater than
               $1,000 but less than or equal to $5,000, pursuant to Code
               Sections 411(a)(7), 411(a)(11) and 417(e)(7), the Plan
               Administrator will make a direct rollover into an individual
               retirement account or annuity ("IRA"). The Plan Administrator
               will select the IRA trustee or custodian, establish the IRA and
               make the initial IRA investment selection.

6.4      RESTRICTIONS ON IMMEDIATE DISTRIBUTIONS

         (a)   An account balance is immediately distributable if any part of
               the account balance could be distributed to the Participant (or
               Surviving Spouse) before the Participant attains (or would have
               attained if not deceased) the later of the Normal Retirement Age
               or age sixty-two (62).

         (b)   If payment in the form of a Qualified Joint and Survivor Annuity
               is required and the value of a Participant's Vested Account
               Balance exceeds $5,000, or there are remaining payments to be
               made with respect to a particular distribution option that
               previously commenced, and the account balance is immediately
               distributable, the Participant and his or her Spouse (or where
               either the Participant or the Spouse has died, the survivor) must
               consent to any distribution of such account balance.

         (c)   If payment in the form of a Qualified Joint and Survivor Annuity
               is not required with respect to a Participant and the value of a
               Participant's Vested Account Balance exceeds $5,000, and the
               account balance is immediately distributable, only the
               Participant must consent to any distribution of such account
               balance.

         (d)   The consent of the Participant and/or the Spouse shall be
               obtained in writing or in such other form accepted by the Plan
               Administrator within the ninety (90) day period ending on the
               Annuity Starting Date, which is the first day of the first period
               for which an amount is paid as an annuity or in any other form.
               The Plan Administrator shall notify the Participant and the
               Participant's Spouse of the right to defer any distribution until
               the Participant's account balance is no longer immediately
               distributable. Such notification shall include a general
               description of the material features, and an explanation of the
               relative values of, the optional forms of benefit available under
               the Plan in a manner that would satisfy the notice requirements
               of Code Section 417(a)(3), and shall be provided no less than
               thirty (30) days and no more than ninety (90) days prior to the
               Annuity Starting Date.

         (e)   If the distribution is one to which Code Sections 401(a)(11) and
               417 do not apply, such distribution may commence less than thirty
               (30) days after the notice required under Regulation Section
               1.411(a)-11(c) is given provided that:

                                       47


               (1)   the Plan Administrator clearly informs the Participant that
                     the Participant has the right to a period of at least
                     thirty (30) days after receiving the notice to consider the
                     decision of whether or not to elect a distribution (and, if
                     applicable, a particular distribution option), and

               (2)   the Participant after receiving the notice affirmatively
                     elects a distribution.

               If a distribution is one to which Code Section 417 does apply,
               the distribution may commence less than thirty (30) days, but not
               less than seven (7) days after the notice required under
               Regulations Section 1.411(a)-11(c) is given, provided that the
               conditions of sub-paragraphs (1) and (2) above are satisfied with
               regard to both the Participant and the Participant's Spouse.

         (f)   Notwithstanding the foregoing, only the Participant need consent
               to the commencement of a distribution in the form of a Qualified
               Joint and Survivor Annuity while the account balance is
               immediately distributable. Furthermore, if payment in the form of
               a Qualified Joint and Survivor Annuity is not required with
               respect to the Participant pursuant to paragraph 8.7 of the Plan,
               only the Participant need consent to the distribution of an
               account balance that is immediately distributable. Neither the
               consent of the Participant nor the Participant's Spouse shall be
               required to the extent that a distribution is required to satisfy
               Code Section 401(a)(9) or Code Section 415 or constitutes Excess
               Deferrals, Excess Contributions or Excess Aggregate
               Contributions. In addition, upon termination of this Plan if the
               Plan does not offer an annuity option (purchased from a
               commercial provider), the Participant's account balance may,
               without the Participant's consent, be distributed to the
               Participant or transferred to another Defined Contribution Plan
               [other than an employee stock ownership plan as defined in Code
               Section 4975(e)(7)] within the same controlled group.

6.5      NORMAL AND OPTIONAL FORMS OF PAYMENT

         (a)   The normal form of payment for a profit sharing, 401(k) or SIMPLE
               401(k) plan satisfying the requirements of paragraph 8.7 herein
               shall be a lump sum.

         (b)   A Plan other than a money purchase pension plan, a target benefit
               plan or a profit-sharing plan required to provide a Joint and
               Survivor benefit may be amended to eliminate or restrict optional
               payment forms provided that a single lump sum payment options
               remains available, that is an otherwise identical distribution
               form to the eliminated or restricted option, except with respect
               to the timing of payments after commencement. The form must have
               the same (or less restrictive) timing of distribution, medium of
               distribution and eligibility conditions that were available for
               the eliminated forms of payment, and any such amendment will not
               be effective until the earlier of ninety (90) days after the date
               that Plan Participants are provided with the written notice of
               the Plan amendment in the form of a summary of material
               modification (SMM) or the first day of the second Plan Year after
               the Plan Year in which the amendment is adopted.

               Each optional form of benefit provided under a standardized or
               non-standardized safe-harbor plan (other than any that have been
               prospectively eliminated) must be currently available to all
               Employees benefiting under the Plan. This is the case regardless
               of whether a particular form of benefit is the actuarial
               equivalent of any other optional form of benefit under the Plan.
               Code Section 411(d)(6) prevents a Plan from being amended to
               eliminate or restrict optional forms of benefits and any other
               Code Section 411(d)(6) protected benefits with respect to
               benefits attributable to Service before the amendments except as
               expressly provided under the Regulations Section 1.411(d)-4.

         (c)   For money purchase and target benefit plans, the normal form of
               payment hereunder shall be a Qualified Joint and Survivor Annuity
               as provided under Article VIII. Effective January 1, 2002, the
               Employer may elect in the Adoption Agreement to eliminate any
               periodic payment options that are not required by the Qualified
               Joint and Survivor Annuity rules such as but not limited to
               installment payments.

                                       48


         (d)   The normal form of payment shall be automatic, unless the
               Participant files a written request with the Employer prior to
               the date on which the benefit is automatically payable, electing
               another option available under the Plan.

         (e)   A Participant whose Vested Account Balance exceeds $5,000 shall
               (with the consent of his or her spouse, if applicable) have the
               right to receive his or her benefit in a single lump sum or in
               installment payments. Installment payments need not be equal or
               substantially equal until such time as the individual reaches his
               or her Required Beginning Date. Installment payments which are
               intended to be equal or substantially equal can be made monthly,
               quarterly, semi-annually or annually based on any period not
               extending beyond the Joint and Survivor life expectancy of the
               Participant and his or her Beneficiary.

         (f)   Benefits payable under the Plan may be distributed in cash or
               in-kind as elected in the Adoption Agreement.

         (g)   The Employer may elect on the Adoption Agreement to limit a
               Participant's right to receive distributions in the form of
               marketable securities (other than Employer securities) and to
               require distributions in the form of cash only. Only the right to
               receive a distribution in the form of cash, Employer securities
               and/or other property that is not marketable is protected. Any
               such amendment to the Plan will not be effective until the
               earlier of ninety (90) days after the date that Plan Participants
               are provided with the written notice of the Plan amendment in the
               form of a summary of material modification (SMM) or the first day
               of the second Plan Year after the Plan Year in which the
               amendment is adopted.

         (h)   A Plan that permits its Participants to receive in-kind
               distributions may limit the available in-kind distributions to
               the investments listed in the Adoption Agreement and only to the
               extent the investments are held in the Participant's account at
               the time of the distribution. A Plan may be amended to limit the
               investments which will be distributed in-kind. The amendment must
               include all investments (other than marketable securities for
               which cash may be substituted) that are held in a Participant's
               account at the time of the amendment and for which the Plan,
               prior to such amendment, allowed for distribution of those
               investments in kind. The right to an in-kind distribution for
               investments held at the time of the distribution would only have
               to be protected to the extent such investment was in the
               Participant's account at the time the amendment was adopted or
               effective, if later. Any such amendment will not be effective
               until the earlier of ninety (90) days after the date that Plan
               Participants are provided with the written notice of the Plan
               amendment in the form of a summary of material modification (SMM)
               or the first day of the second Plan Year after the Plan Year in
               which the amendment is adopted.

         (i)   Promissory notes of Participants may be distributed in-kind
               pursuant to the Employer's loan policy document.

         (j)   Distribution of benefits payable in the form of installments
               shall be paid in cash.

         (k)   The propriety, amount, and form of any distribution made under
               the terms of this Plan shall be determined by the Plan
               Administrator. Upon such determination, the Plan Administrator
               shall direct the Trustee or Custodian in writing or by any such
               other means as expressly agreed upon, to make such a
               distribution.

6.6      COMMENCEMENT OF BENEFITS

         (a)   Unless the Participant elects otherwise, distribution of benefits
               will begin no later than the sixtieth day after the close of the
               Plan Year in which the latest of the following events occurs:

                                       49


               (1)   the Participant attains age sixty-five (65) (or Normal
                     Retirement Age if earlier),

               (2)   the tenth anniversary of the year in which the Participant
                     commenced participation in the Plan, or

               (3)   the Participant terminates Service with the Employer.

         (b)   Notwithstanding the foregoing, the failure of a Participant and
               Spouse (if necessary) to consent to a distribution while a
               benefit is immediately distributable within the meaning of
               paragraph 6.4 hereof, shall be deemed an election to defer
               commencement of payment of any benefit sufficient to satisfy this
               paragraph.

         (c)   If elected in the Adoption Agreement, if a terminating
               Participant or Employee does not make a timely election with
               respect to the cash-out distribution pursuant to Code Sections
               411(a)(7), 411(a)(11) and 417(e)(1), the Plan Administrator will
               make a direct rollover into an individual retirement account or
               annuity (IRA). The Plan Administrator will select the IRA trustee
               or custodian, establish the IRA account and make the initial IRA
               investment selection.

6.7      TRANSITIONAL RULES FOR CASH-OUT LIMITS
This paragraph provides transitional rules with regard to the cash-out limits
for distributions made prior to October 17, 2000.

         (a)   DISTRIBUTIONS SUBJECT TO CODE SECTION 417 - If payments in the
               form of a Qualified Joint and Survivor Annuity are required with
               regard to a Participant, the rules in this sub-paragraph 6.7(a)
               are substituted for the rule in the first sentence of paragraph
               6.4(b). If the value of the Participant's Vested Account Balance
               exceeds $5,000 (or at the time of any distribution (1) in Plan
               Years beginning before August 6, 1997, exceeded $3,500 or (2) in
               Plan Years beginning after August 5, 1997, exceeded $5,000), and
               the account balance is immediately distributable, the Participant
               and the Participant's Spouse (or where either the Participant or
               the Spouse has died, the survivor) must consent to any
               distribution of such account balance.

         (b)   DISTRIBUTIONS NOT SUBJECT TO CODE SECTION 417 - If payment in the
               form of a Qualified Joint and Survivor Annuity is not required
               with respect to a Participant, the rules in this subparagraph
               6.7(b) are substituted for the rules in paragraph 6.4(c).

               If the value of a Participant's Vested Account Balance derived
               from Employer and Employee contributions:

               (1)   for Plan Years beginning before August 6, 1997, exceeds
                     $3,500 (or exceeded $3,500 at the time of any prior
                     distribution),

               (2)   for Plan Years beginning after August 5, 1997, exceeds
                     $3,500 (or exceeded $3,500 at the time of any prior
                     distribution),

               (3)   for Plan Years beginning after August 5, 1997 and for a
                     distribution made after March 21, 1999, that either exceeds
                     $5,000 or is a remaining payment under a selected optional
                     form of payment that exceeded $5,000 at the time the
                     selected payment began, and the account balance is
                     immediately distributable, the Participant and the
                     Participant's Spouse (or where either the Participant or
                     the Spouse had died, the survivor) must consent to any
                     distribution of such account balance.

                                       50


6.8      IN-SERVICE WITHDRAWALS
If elected in the Adoption Agreement, an Employer may elect to permit a
Participant in the Plan to make an in-service withdrawal subject to any
limitation(s) specified in the Adoption Agreement.

         (a)   An Participant may withdraw all or any part of the fair market
               value of his or her Voluntary or Required After-tax Contributions
               as described in Article IV, other than Elective Deferrals, upon
               request to the Plan Administrator unless indicated otherwise on
               the Adoption Agreement. No amount will be forfeited solely as a
               result of a Participant's withdrawal of an amount pursuant to
               this paragraph 6.8. Employee Rollover and Transfer Contributions
               and the income allocable to each may be withdrawn at any time
               unless indicated otherwise on the Adoption Agreement.

         (b)   Subject to Article VIII, Joint and Survivor Annuity Requirements
               (if applicable) and pursuant to the Employer's election in the
               Adoption Agreement, a Participant may be eligible to withdraw any
               part of his or her Qualified Voluntary Contribution account by
               making application to the Plan Administrator. A request to
               withdraw amounts pursuant to this paragraph must be consented to
               by the Participant's Spouse unless the Plan satisfies the safe
               harbor under paragraph 8.7 hereof. Spousal consent, if required,
               shall comply with the requirements of paragraph 6.4 relating to
               immediate distributions.

         (c)   A Participant may withdraw all or any part of the fair market
               value of his or her pre-1987 Voluntary Contributions with or
               without withdrawing the earnings attributable thereto. Post-1986
               Voluntary Contributions may only be withdrawn along with a
               portion of the earnings thereon. The amount of the earnings to be
               withdrawn is determined by using the formula: DA [1-(V DIVIDED BY
               V+E)], where DA is the distribution amount, V is the amount of
               Voluntary Contributions and V+E is the amount of Voluntary
               Contributions plus the earnings attributable thereto. The
               aggregate value of the Participant's Vested Account Balance
               derived from Employer and Employee contributions (including
               Rollovers), whether vested before or upon death, includes the
               proceeds of insurance contracts, if any, on the Participant's
               life. The provisions of this Article shall apply to a Participant
               who is vested in amounts attributable to Employer contributions,
               Employee contributions (or both) at the time of death or
               distribution.

         (d)   Under a Profit Sharing Plan to the extent that the Employer
               elects in the Adoption Agreement, one of the following conditions
               is required to withdraw all or any part of the vested Non-Safe
               Harbor Matching Contributions and discretionary contributions.

               (1)   An Employee who has been a Participant in the Plan for at
                     least five (5) years may, prior to separating from Service
                     with the Employer, elect to withdraw all or any part of the
                     vested Non-Safe Harbor Matching Contributions, and
                     discretionary contributions.

               (2)   Vested Non-Safe Harbor Matching and Non-Elective
                     Contributions which have been in the Plan for at least two
                     (2) years may be withdrawn.

               (3)   A Participant who had attained age 59 1/2 may, prior to
                     separation from Service, elect to withdraw all of any part
                     of the vested Non-Safe Harbor Matching Contributions and
                     discretionary contributions.

         (e)   Unless otherwise elected by the Employer in the Adoption
               Agreement, Elective Deferrals, Qualified Non-Elective
               Contributions, Safe Harbor Matching and Non-Elective
               Contributions, and Qualified Matching Contributions, and income
               allocable to each, are not distributable to a Participant earlier
               than upon separation from Service, death, or Disability. Such
               amounts may also be distributed upon:

                                       51


               (1)   termination of the Plan without the establishment of
                     another Defined Contribution Plan other than an employee
                     stock ownership plan [as defined in Code Section
                     4975(e)(7)] or a Simplified Employee Pension Plan [as
                     defined in Code Section 408(k)], or a SIMPLE IRA plan [as
                     defined in Code Section 408(p)],

               (2)   the disposition by a corporation to an unrelated
                     corporation of substantially all of the assets [within the
                     meaning of Code Section 409(d)(2)] used in a trade or
                     business of such corporation if such corporation continues
                     to maintain this Plan after the disposition, but only with
                     respect to Employees who continue employment with the
                     corporation acquiring such assets,

               (3)   the disposition by a corporation to an unrelated entity of
                     such corporation's interest in a subsidiary [within the
                     meaning of Code Section 409(d)(3)] if such corporation
                     continues to maintain this Plan, but only with respect to
                     Employees who continue employment with such subsidiary,

               (4)   the attainment of age 59 1/2, or

               (5)   the hardship of a Participant as described in paragraph
                     6.9.

         (f)   An in-service withdrawal shall not be eligible for redeposit to
               the Trust. A withdrawal under this paragraph shall not prohibit
               such Participant from sharing in any future Employer contribution
               he or she would otherwise be eligible to receive.

         (g)   Money purchase pension plans and target benefit plans may not
               allow in-service withdrawals prior to attainment of the Normal
               Retirement Age as specified in the Adoption Agreement.

         (h)   Notwithstanding any provisions of the Plan to the contrary, to
               the extent that any optional form of benefit under this Plan
               permits a distribution prior to the Participant's retirement,
               death, Disability, or separation from Service, and prior to Plan
               termination, the optional form of benefits is not available with
               respect to benefits attributable to assets (including the
               post-transfer earnings thereon) and liabilities that are
               transferred within the meaning of Code Section 414(l), to this
               Plan from a money purchase pension plan qualified under Code
               Section 401(a) (other than any portion of those assets and
               liabilities attributable to Voluntary After-tax Contributions).

         (i)   A Participant may withdraw any amount attributable to
               profit-sharing contributions, Elective Deferrals, Matching
               Contributions, Rollover and Transfer Contributions, not in excess
               of the vested amount of such contributions, if the withdrawal is
               made after the Participant attains age 59 1/2, as elected in the
               Adoption Agreement.

         (j)   PARTIALLY VESTED PARTICIPANTS - If a distribution is made at a
               time when a Participant has a nonforfeitable right to less than
               100% of the account balance derived from Employer contributions
               and the Participant may increase the nonforfeitable percentage in
               the account:

               (1)   a separate account will be established for the
                     Participant's interest in the Plan as of the time of the
                     distribution, and

               (2)   at any relevant time the Participant's nonforfeitable
                     portion of the separate account will be equal to an amount
                     ("X") determined by the formula:

                               X = P [AB + D] - D

               For purposes of applying the formula: "P" is the nonforfeitable
               percentage at the relevant time, "AB" is the account balance at
               the relevant time, "D" is the amount of the distribution.

                                       52


6.9      HARDSHIP WITHDRAWALS
If elected in the Adoption Agreement, a Participant may request a Hardship
withdrawal as provided in this paragraph. If applicable, Hardship withdrawals
are subject to the spousal consent requirements in Code Sections 401(a)(11) and
417. A request to withdraw amounts must be consented to by the Participant's
Spouse unless the Plan satisfies the safe harbor provisions under paragraph 8.7
hereof. Spousal consent, if required, shall comply with the requirements of
paragraph 6.4 relating to immediate distributions.

If elected in the Adoption Agreement, a Participant shall be permitted to make a
Hardship withdrawal of any amount attributable to the vested portion of Elective
Deferral Contributions (and any earnings credited to a Participant's account as
of the later of December 31, 1988, and the end of the last Plan Year ending
before July 1, 1989). If elected in the Adoption Agreement, fully vested
profit-sharing contributions, Matching Contributions, Rollover Contributions,
Transfer Contributions and the income allocable to each (without regard to
attainment of age 59 1/2 or Disability) may be available for Hardship withdrawal
if the Participant establishes that an immediate and heavy financial need exists
and the withdrawal is necessary to satisfy such financial need. A Participant
may withdraw all or any part of the fair market value of his or her Voluntary or
Required After-tax Contributions due to a Hardship upon request to the Plan
Administrator. Such request shall be made in accordance with procedures adopted
by the Plan Administrator or his or her designate who shall have sole authority
to authorize and direct a Hardship withdrawal pursuant to the following rules:

         (a)   ADMINISTRATIVE REQUIREMENTS - A distribution will be considered
               as necessary to satisfy an immediate and heavy financial need of
               the Participant only if:

               (1)   The Participant has obtained all distributions, other than
                     Hardship distributions, and all nontaxable loans under all
                     plans maintained by the Employer.

               (2)   The Participant's Elective Deferrals, Voluntary After-tax
                     Contributions and Required After-tax Contributions will be
                     suspended for all plans maintained by the Employer (other
                     than benefits under Code Section 125 plans) for twelve (12)
                     months after the receipt of the Hardship distribution.

               (3)   The distribution is not in excess of the amount of the
                     immediate and heavy financial need described at paragraph
                     (b) including amounts necessary to pay any Federal, state
                     or local income taxes or penalties reasonably anticipated
                     to result from the distribution.

               (4)   All plans maintained by the Employer must provide that a
                     Participant may not make Elective Deferrals for the
                     Participant's taxable year immediately following the
                     taxable year of the Hardship distribution in excess of the
                     applicable limit under Code Section 402(g) for such taxable
                     year, less the amount of such Participant's Elective
                     Deferrals for the taxable year during which the Hardship
                     distribution was received.

         (b)   EXCLUSIVE REASONS FOR HARDSHIP WITHDRAWAL - An immediate and
               heavy financial need exists when the Hardship withdrawal will be
               used to pay the following:

               (1)   expenses incurred or necessary for medical care [described
                     in Code Section 213(d)] of the Participant, his or her
                     Spouse, children and other dependents,

               (2)   the cost directly related to the purchase (excluding
                     mortgage payments) of the principal residence of the
                     Participant,

               (3)   payment of tuition and related educational expenses
                     (including but not limited to expenses associated with room
                     and board) for the next twelve (12) months of
                     post-secondary education for the Participant, his or her
                     Spouse, children or other dependents, or

               (4)   the need to prevent eviction of the Participant from, or a
                     foreclosure on the mortgage of, the Participant's principal
                     residence.

                                       53


         (c)   If a request for a Hardship withdrawal is approved by the Plan
               Administrator, funds shall be withdrawn from the contribution
               sources as elected in the Adoption Agreement unless provided
               otherwise by the Plan Administrator in an administrative
               procedure. Liquidation of a Participant's assets for the purpose
               of a Hardship withdrawal will be allocated on a pro-rata basis
               across all the investment alternatives in a Participant's
               account, unless otherwise provided by administrative procedure or
               by a directive from the Plan Administrator or by the Plan
               Participant.

6.10     DIRECT ROLLOVER OF BENEFITS

         (a)   Notwithstanding any provision of the Plan to the contrary that
               would otherwise limit a Participant's election under this
               paragraph, for distributions made on or after January 1, 1993, a
               Participant may elect, at the time and in the manner prescribed
               by the Plan Administrator, to have any portion of an Eligible
               Rollover Distribution paid directly to an Eligible Retirement
               Plan or individual retirement account specified by the
               Participant in a Direct Rollover. Any portion of a distribution
               which is not paid directly to an Eligible Retirement Plan or
               individual retirement account shall be distributed to the
               Participant. For purposes of this paragraph, a surviving Spouse
               or a Spouse or former Spouse who is an alternate payee under a
               Qualified Domestic Relations Order as defined in Code Section
               414(p), will be permitted to elect to have any Eligible Rollover
               Distribution paid directly to an individual retirement account
               (IRA) or an individual retirement annuity (IRA) or to another
               Qualified Plan in which the alternate payee is a participant.

         (b)   If the entire Vested Account Balance is not eligible for a Direct
               Rollover of benefits as described in (a) above, the Participant
               may either make an elective transfer of the entire Vested Account
               Balance pursuant to the procedure described at paragraph 4.5 or a
               direct rollover of the portion which can be rolled over as
               described in (a) above and an elective transfer of the rest as
               described in paragraph 4.5 herein.

         (c)   After December 31, 2001, the elective transfer of distributable
               benefits will be available only if the direct rollover provisions
               of Code Section 401(a)(31) would not be available to transfer the
               Participant's entire Vested Account Balance to the transferee
               plan. This elective transfer option will only be available in the
               following circumstances;

               (1)   The Plan does not have a single sum distribution option
                     available. The benefits are distributable only in a
                     periodic payment method.

               (2)   The distribution includes benefits that are not eligible
                     for rollover treatment, including benefits attributable to
                     After-tax Contributions, required minimum distributions or
                     other amounts that have previously been included in income.

         (d)   Distributions that consist of the Participant's entire account
               balance which is entirely eligible for rollover treatment will be
               transferred as a direct rollover rather than an elective
               transfer.

6.11     PARTICIPANT'S NOTICE
In the event that a Participant's benefit becomes payable under Plan terms or if
a Participant requests distribution of his or her benefit, the Plan
Administrator shall provide such Participant with a notice regarding
distribution of such benefit. The notice shall describe any Plan related
information regarding the distribution including the Joint and Survivor Annuity
requirements provided at paragraph 6.4(d), if applicable, the normal and
optional forms of payment provided at paragraph 6.5, and the information
required in connection with an Eligible Rollover Distribution. Information in
connection with an Eligible Rollover Distribution shall include the right to
have the funds transferred directly to another Qualified Plan or individual
retirement account, the income tax withholding requirements, the rollover rules
with respect to amounts distributed to the Participant, the default direct
rollover provisions of Vested Account Balances greater than $1,000 but less than
or equal to $5,000 (any other appropriate information such as the name and
address, and telephone number of the IRA Trustee and information regarding IRA
maintenance and withdrawal fees and how the IRA funds will be invested) and the
general tax rules which apply to such distributions. Such notice shall be
provided to the Participant within the time period prescribed at paragraph
6.4(d) hereof or, if the safe harbor provisions of paragraph 8.7 are applicable,
not less than thirty (30) days prior to

                                       54


the Annuity Starting Date, subject to a waiver period of a lesser number of days
if elected by the Participant and if applicable, their Spouse. A default direct
rollover will occur not less than thirty (30) days and not more than ninety (90)
days after such notice with the explanation of the default direct rollover is
provided to the separating Participant.

6.12     ASSETS TRANSFERRED FROM MONEY PURCHASE PENSION PLANS
Notwithstanding any provision of this Plan to the contrary, to the extent that
any optional form of benefit under this Plan permits a distribution prior to the
Employee's retirement, death, Disability, or severance from employment, and
prior to Plan termination, the optional form of benefit is not available with
respect to benefits attributable to assets (including the associated
post-transfer earnings) and liabilities that are transferred, within the meaning
of Code Section 414(l), to this Plan from a money purchase pension plan
qualified under Code Section 401(a) (other than any portion of those assets and
liabilities attributable to Voluntary After-tax Contributions).

6.13     ASSETS TRANSFERRED FROM A CODE SECTION 401(k) PLAN
If the Plan receives a direct transfer (by merger or otherwise) of Elective
Deferrals (or amounts treated as Elective Deferrals) under a Plan with a Code
Section 401(k) arrangement, the distribution restrictions of Code Sections
401(k)(2) and 401(k)(10) continue to apply to those transferred Elective
Deferrals.

                                       55


                                   ARTICLE VII

                            DISTRIBUTION REQUIREMENTS

7.1      JOINT AND SURVIVOR ANNUITY REQUIREMENTS
All distributions made under the terms of this Plan must comply with the
provisions of Article VIII including, if applicable, the safe harbor provisions
thereunder.

7.2      MINIMUM DISTRIBUTION REQUIREMENTS
All distributions required under this Article shall be determined and made in
accordance with the minimum distribution requirements of Code Section 401(a)(9)
and the Regulations issued thereunder, including the minimum distribution
incidental benefit rules found at Regulations Section 1.401(a)(9)-2. The entire
interest of a Participant must be distributed or begin to be distributed no
later than the Participant's Required Beginning Date. Life expectancy and joint
and last survivor life expectancies are computed by using the expected return
multiples found in Tables V and VI of Regulations Section 1.72-9.

7.3      LIMITS ON DISTRIBUTION PERIODS
As of the First Distribution Calendar Year, distributions, if not made in a
single sum, may only be made over one of the following periods (or a combination
thereof):

         (a)   the life of the Participant,

         (b)   the life of the Participant and their Beneficiary,

         (c)   a period certain not extending beyond the life expectancy of the
               Participant, or

         (d)   a period certain not extending beyond the joint and last survivor
               life expectancy of the Participant and their Beneficiary.

7.4      REQUIRED DISTRIBUTIONS ON OR AFTER THE REQUIRED BEGINNING DATE

         (a)   If a Participant's benefit is to be distributed over (i) a period
               not extending beyond the life expectancy of the Participant or
               the joint life and last survivor expectancy of the Participant
               and the Participant's Beneficiary or (ii) a period not extending
               beyond the life expectancy of the Beneficiary, the amount
               required to be distributed for each calendar year, beginning with
               distributions for the First Distribution Calendar Year, must at
               least equal the sum obtained by dividing the Participant's
               benefit by the Applicable Life Expectancy.

         (b)   For calendar years beginning before January 1, 1988, if the
               Participant's Spouse is not the designated Beneficiary, the
               method of distribution selected must assure that at least 50% of
               the Present Value of the amount available for the distribution is
               paid within the life expectancy of the Participant.

         (c)   For calendar years beginning after December 31, 1989, the amount
               to be distributed each year beginning with distributions for the
               First Distribution Calendar Year, shall not be less than the
               quotient obtained by dividing the Participant's Benefit by the
               lesser of (i) the Applicable Life Expectancy or (ii) if the
               Participant's Spouse is not the Beneficiary, the applicable
               divisor determined from the table set forth in Q&A-4 of
               Regulations Section 1.401(a)(9)-2. Distributions after the death
               of the Participant shall be distributed using the Applicable Life
               Expectancy as the relevant divisor without regard to Regulations
               Section 1.401(a)(9)-2.

         (d)   The minimum distribution required for the Participant's First
               Distribution Calendar Year must be made on or before the
               Participant's Required Beginning Date. The minimum distribution
               for other calendar years, including the minimum distribution for
               the Distribution Calendar Year in which

                                       56


               the Participant's Required Beginning Date occurs, must be made on
               or before December 31 of that Distribution Calendar Year.

         (e)   If the Participant's Benefit is distributed in the form of an
               annuity, distributions thereunder shall be made in accordance
               with the requirements of Code Section 401(a)(9) and the
               Regulations thereunder.

         (f)   Distributions made to a Participant and the Participant's
               Beneficiary shall be made in accordance with the incidental death
               benefit requirements of Code Section 401(a)(9) and the
               Regulations issued thereunder.

         (g)   For purposes of determining the amount of the required
               distribution for each Distribution Calendar Year, the account
               balance to be used is the account balance determined as of the
               last Valuation Date preceding the Distribution Calendar Year.
               This balance will be increased by the amount of any contributions
               or forfeitures allocated to the account balance after the
               Valuation Date in such preceding calendar year. Such balance will
               also be decreased by distributions made after the Valuation Date
               in such preceding Calendar Year.

         (h)   For purposes of paragraph 7.4(g), if any portion of the minimum
               distribution for the First Distribution Calendar Year is made in
               the second Distribution Calendar Year on or before the Required
               Beginning Date, the amount of the minimum distribution made in
               the second Distribution Calendar Year shall be treated as if it
               had been made in the immediately preceding Distribution Calendar
               Year.

7.5      REQUIRED BEGINNING DATE
If this Plan is an amendment or restatement of a Plan which included the
provisions of the minimum distribution rules as in effect prior to the enactment
of the Small Business Job Protection Act of 1996 (SBJPA), the Employer may elect
in the Adoption Agreement to substitute the minimum distribution rules in effect
after the enactment of SBJPA. The Employer, so electing, must also elect in the
Adoption Agreement those transitional rules that shall apply to its Plan.

         (a)   The Required Beginning Date for a Participant who is a 5% owner
               with respect to the Plan Year ending in the calendar year in
               which the Participant attains age 70 1/2 is the April 1 of the
               calendar year following the calendar year in which the
               Participant attains age 70 1/2. Once distributions have begun to
               a 5% owner under this paragraph, they must continue to be
               distributed even if the Participant ceases to be a 5% owner in
               any subsequent year.

         (b)   Unless the Employer has elected to continue to operate the
               provisions of the minimum required distribution in accordance
               with the provisions prior to the enactment of the SBJPA, or if
               elected otherwise in the Adoption Agreement or by operation of
               the Plan, the Required Beginning Date for a Participant who is
               not a 5% owner is no later than the April 1 of the calendar year
               following the later of the calendar year in which the Participant
               attains age 70 1/2 or the calendar year in which the Participant
               retires.

         (c)   If the Employer has elected to continue under the prior
               provisions of the law, then except as provided below, the
               Required Beginning Date is the April 1 of the calendar year
               following the calendar year in which a Participant attains age
               70 1/2.

               (1)   A Participant who:

                     (i)    is not a 5% owner,

                     (ii)   has not had a Separation from Service,

                     (iii)  had attained age 70 1/2 prior to 1997, and

                     (iv)   had previously commenced required minimum
                            distributions under the distribution rules (as then
                            in effect) may elect to discontinue receiving
                            distributions under the Plan. A Participant who
                            makes such an election to

                                       57


                            discontinue distributions must establish a new
                            Annuity Starting Date when benefits recommence under
                            the Plan. A married Participant who is subject to
                            the Qualified Joint and Survivor Annuity provisions
                            of 8.9 must obtain spousal consent to discontinue
                            his or her distributions if distributions are in the
                            form of a Qualified Joint and Survivor Annuity and
                            to recommence benefits in a form other than a
                            Qualified Joint and Survivor Annuity. Any such
                            election will be made pursuant to the uniform and
                            nondiscriminatory procedures established by the Plan
                            Administrator.

               (2)   A Participant who:

                     (i)    is not a more than 5% owner, and

                     (ii)   had attained age 70 1/2 in 1997 or in a later year
                            (or attained age 70 1/2 in 1996, but had not
                            commenced required minimum distributions in 1996)
                            may elect to postpone distribution of the required
                            minimum distributions until the Participant's
                            Required Beginning Date as established in this
                            paragraph. If a Participant attained age 70 1/2 in
                            1996, he or she must have elected under this
                            paragraph to postpone distribution by December 31,
                            1997. If the Participant attains age 70 1/2 in 1997
                            or later, he or she must elect to postpone
                            distributions under this paragraph not later than
                            April 1 of the year following the year in which the
                            Participant attained age 70 1/2.

                     (iii)  Notwithstanding the foregoing, a Participant who is
                            not a more than 5% owner, has not had a separation
                            from service, and is currently in benefit payment
                            status because of attainment of age 70 1/2 in 1997
                            or in a later year (or attained age 70 1/2 in 1996)
                            may elect to discontinue receiving distributions
                            under the Plan and recommence payments by April 1 of
                            the calendar year in which the Participant retires.
                            A Participant who makes such an election to
                            discontinue distributions must establish a new
                            Annuity Starting Date when benefits recommence under
                            the Plan. A married Participant who is subject to
                            the Qualified Joint and Survivor Annuity provisions
                            of paragraph 8.9 must obtain spousal consent to
                            discontinue his or her distributions if
                            distributions are in the form of a Qualified Joint
                            and Survivor Annuity and to recommence benefits in
                            the form other than a Qualified Joint and Survivor
                            Annuity. Any such election will be made pursuant to
                            the uniform and nondiscriminatory procedures
                            established by the Plan Administrator.

               (3)   The Required Beginning Date for a Participant who:

                     (i)    had attained age 70 1/2 prior to January 1, 1998,
                            and

                     (ii)   was not a 5% owner at any time during the Plan Year
                            ending with or within the calendar year in which the
                            Participant attained age 66 1/2 or any subsequent
                            Plan Year, is April 1 of the calendar year following
                            the calendar year in which the Participant retires.

               (4)   Except as provided above, the Required Beginning Date for a
                     Participant who was a 5% owner at any time during the five
                     (5) Plan Year period ending in the calendar year in which
                     the Participant attained age 70 1/2 is April 1 of the
                     calendar year following the calendar year in which the
                     Participant attained age 70 1/2. For a Participant who
                     became a 5% owner during any Plan Year after the calendar
                     year in which the Participant attained age 70 1/2, the
                     Required Beginning Date is April 1 of the calendar year in
                     which such subsequent Plan Year ends.

For purposes of this Article, the term 5% owner shall have the same meaning as
the term is defined under Code Section 416. A Participant is treated as a 5%
owner under this paragraph if such Participant is a 5% owner at any

                                       58


time during the Plan Year ending with or within the calendar year the
Participant attains age 70 1/2. Once distributions have begun to a 5% owner
under this paragraph, they must continue to be distributed even if the
Participant ceases to be a 5% owner in a subsequent year.

7.6      TRANSITIONAL RULES

         (a)   Notwithstanding the other requirements of this Article and
               subject to the requirements of Article VIII, Joint and Survivor
               Annuity Requirements, distribution on behalf of any Employee,
               including a 5% owner may be made in accordance with all of the
               following requirements, regardless of when such distribution
               commences:

               (1)   the distribution by the Trust is one which would not have
                     disqualified such Trust under Code Section 401(a)(9) as in
                     effect prior to amendment by the Deficit Reduction Act of
                     1984,

               (2)   the distribution is in accordance with a method of
                     distribution designated by the Participant whose interest
                     in the Trust is being distributed or, if the Participant is
                     deceased, by a Beneficiary of such Participant,

               (3)   such designation was in writing, was signed by the
                     Participant or the Beneficiary, and was made before January
                     1, 1984,

               (4)   the Participant had accrued a benefit under the Plan as of
                     December 31, 1983, and

               (5)   the method of distribution designated by the Participant or
                     the Beneficiary specifies the time at which distribution
                     will commence, the period over which distributions will be
                     made, and in the case of any distribution upon the
                     Participant's death, the Beneficiaries of the Participant
                     listed in order of priority.

         (b)   A distribution upon death will not be covered by this
               transitional rule unless the information in the designation
               contains the required information described above with respect to
               the distributions to be made upon the death of the Participant.

         (c)   For any distribution which commences before January 1, 1984, but
               continues after December 31, 1983, the Participant or the
               Beneficiary to whom such distribution is being made, will be
               presumed to have designated the method of distribution under
               which the distribution is being made, if the method of
               distribution was specified in writing and the distribution
               satisfies the requirements in subparagraphs (a)(1) through (5)
               above.

         (d)   If a designation is revoked, any subsequent distribution must
               satisfy the requirements of Code Section 401(a)(9) and the
               Regulations thereunder. If a designation is revoked subsequent to
               the date distributions are required to begin, the Plan must
               distribute by the end of the calendar year following the calendar
               year in which the revocation occurs the total amount not yet
               distributed which would have been required to have been
               distributed to satisfy Code Section 401(a)(9) and the Regulations
               thereunder, but for the Code Section 242(b)(2) election of the
               Tax Equity and Fiscal Responsibility Act of 1982. For calendar
               years beginning after 1988, such distributions must meet the
               minimum distribution incidental benefit requirements in Section
               1.401(a)(9)-2 of the Income Tax Regulations. Any changes in the
               designation will be considered to be a revocation of the
               designation. However, the mere substitution or addition of
               another Beneficiary (one not named in the designation) under the
               designation will not be considered to be a revocation of the
               designation, so long as such substitution or addition does not
               alter the period over which distributions are to be made under
               the designation, directly or indirectly (for example, by altering
               the relevant measuring life). In the case in which an amount is
               transferred or rolled over from one plan to another plan, the
               rules in Q&A J-2 and Q&A J-3 of the Regulations shall apply.

                                       59


7.7      DESIGNATION OF BENEFICIARY
Each Participant shall file a written designation of Beneficiary with the Plan
Administrator upon qualifying for participation in this Plan. Such designation
shall remain in force until revoked by the Participant by filing a new
Beneficiary designation form with the Employer. A profit-sharing or 401(k) Plan
satisfying the requirements of paragraph 8.7 requires the Beneficiary shall be
the Participant's Spouse, if any, unless such Spouse properly consents
otherwise.

7.8      BENEFICIARY

         (a)   For purposes of the Plan, a Beneficiary is the person or persons
               designated as such in accordance with Code Section 401(a)(9) and
               the Regulations thereunder by the Participant or by the
               Participant's surviving Spouse if the Participant's surviving
               Spouse is entitled to receive distributions under the Plan. Such
               a designation by the Participant's surviving Spouse, however,
               shall relate solely to the distributions to be made under the
               Plan after the death of both the Participant and the surviving
               Spouse. A Beneficiary designation shall be communicated to the
               Plan Administrator on a form or other type of communication
               acceptable to the Plan Administrator for use in connection with
               the Plan, signed by the designating person, and subject to the
               last sentence of this subparagraph (a), filed with the Plan
               Administrator in accordance with this paragraph 7.8 not later
               than thirty (30) days after the designating person's death. The
               form may name individuals, trusts or estates to take upon the
               contingency of survival and may specify or limit the manner of
               distribution thereto. In the event a Participant or the
               Participant's surviving Spouse, as the case may be, fails to
               properly designate a Beneficiary (including, as improper, a
               designation to which the Participant's surviving Spouse did not
               properly consent) or in the event that no properly designated
               Beneficiary survives the Participant or the Participant's
               surviving Spouse, as applicable, then the Beneficiary of such
               person shall be his surviving Spouse or, if none, his issue PER
               STIRPES or, if no issue, the Participant's surviving parents in
               equal shares, or if no surviving parents, then to the
               Participant's estate.

               The Beneficiary designation last accepted by the Plan
               Administrator during the designating person's lifetime before
               such distribution is to commence shall be controlling and,
               whether or not fully dispositive of the vested portion of the
               account of the Participant involved, thereupon shall revoke all
               such forms previously filed by that person.

         (b)   Notwithstanding subparagraph (a) of this paragraph 7.8, the
               designation by a married Participant of any Beneficiary other
               than the Participant's Spouse, or the change of any such
               Beneficiary to a new Beneficiary other than the Participant's
               Spouse, shall not be valid unless made in writing and consented
               to by the Participant's Spouse. The Spouse's consent to such
               designation must be made in the manner described in this
               paragraph 7.8.

         (c)   Any Beneficiary designation made and in effect under a Qualified
               Plan immediately prior to that Plan's amendment and continuation
               in the form of this Plan shall be deemed to be a valid
               Beneficiary designation filed under this Plan to the extent
               consistent with this Plan. If such Beneficiary designation was
               made with respect to a Qualified Plan that permitted the
               Participant to designate without spousal consent a Beneficiary to
               receive 50% of the Participant's account balance in the event of
               the Participant's death, with respect to such Beneficiary
               designation under this Plan, paragraph 7.8 shall be applied by
               application of 50% of the vested portion of the Participant's
               account toward the purchase of a Qualified Pre-Retirement
               Survivor Annuity and the balance of the Participant's account
               shall be paid to the designated Beneficiary pursuant to the
               provisions of Article VIII. In such event, the amount of
               Voluntary After-tax Contributions applied to the purchase of the
               annuity shall be in the same proportion as the Voluntary
               After-tax Contributions bear to the entire Participant's account.

7.9      DISTRIBUTION BEGINNING BEFORE DEATH
This paragraph is applicable only after the Participant's Required Beginning
Date as elected by the Employer in the Adoption Agreement. If the Participant
dies after distribution of his or her interest has begun, the remaining portion

                                       60


of such interest will continue to be distributed at least as rapidly as under
the method of distribution being used prior to the Participant's death.

7.10     DISTRIBUTION BEGINNING AFTER DEATH
This paragraph is applicable before the Participant's Required Beginning Date as
elected by the Employer in the Adoption Agreement, even if distributions have
commenced from the Plan. If the Participant dies before distribution of his or
her interest begins, distribution of the Participant's entire interest shall be
completed by December 31 of the calendar year containing the fifth anniversary
of the Participant's death, except to the extent that an election is made to
receive distributions in accordance with (a) or (b) below:

         (a)   if any portion of the Participant's interest is payable to a
               Beneficiary, distributions may be made over the life or over a
               period certain not greater than the life expectancy of the
               Beneficiary commencing on or before December 31 of the calendar
               year immediately following the calendar year in which the
               Participant died;

         (b)   if the Beneficiary is the Participant's surviving Spouse, the
               date distributions are required to begin in accordance with (a)
               above shall not be earlier than the later of (i) December 31 of
               the calendar year immediately following the calendar year in
               which the Participant died or (ii) December 31 of the calendar
               year in which the Participant would have attained age 70 1/2.

If the Participant has not made an election pursuant to this paragraph 7.10 by
the time of his or her death, the Participant's Beneficiary must elect the
method of distribution no later than the earlier of (i) December 31 of the
calendar year in which distributions would be required to begin under this
section, or (ii) December 31 of the calendar year which contains the fifth
anniversary of the date of death of the Participant. If the Participant has no
Beneficiary, or if the Beneficiary does not elect a method of distribution, then
distribution of the Participant's entire interest must be completed by December
31 of the calendar year containing the fifth anniversary of the Participant's
death. If the surviving Spouse dies after the Participant but before payments to
such Spouse begin, the provisions of this paragraph with the exception of
subparagraph (b) herein, shall be applied as if the surviving Spouse were the
Participant. For the purposes of this paragraph and paragraph 7.9, distribution
of a Participant's interest is considered to begin on the Participant's Required
Beginning Date (or, if the preceding sentence is applicable, the date
distribution is required to begin to the Surviving Spouse). If distribution in
the form of an annuity described in paragraph 7.4(d) irrevocably commences to
the Participant before the Required Beginning Date, the date distribution is
considered to begin is the date distribution actually commences.

7.11     DISTRIBUTION OF EXCESS ELECTIVE DEFERRALS

         (a)   No Participant shall be permitted to defer under this Plan with
               respect to a calendar year more than the maximum dollar amount
               permitted under Code Section 402(g), as indexed, for such
               calendar year. If a Participant defers more than the maximum
               allowed due to mistake of fact, such Excess Elective Deferrals
               shall be distributed to the Participant no later than April 15
               following the calendar year to which the excess is attributable.
               If a Participant who participates in this Plan and in another
               plan which permits Elective Deferrals defers more than the Code
               Section 402(g) maximum, such Participant shall have the right to
               notify one or both plans by March 1 of the calendar year
               following the year to which the excess is attributable requesting
               a distribution of the Excess Elective Deferral. A Participant is
               deemed to notify the Plan Administrator of any Excess Elective
               Deferrals that arise by taking into account only those Elective
               Deferrals made to the Plan of the Employer. If distribution is
               requested, the applicable plan(s) shall make distribution of the
               Excess Elective Deferrals, plus any income and minus any loss
               allocable thereto, no later than April 15 following the calendar
               year to which the excess is attributable. Excess Elective
               Deferrals which are distributed on a timely basis shall not be
               considered Annual Additions for the Limitation Year during which
               such amounts are deferred.

                                       61


         (b)   Excess Elective Deferrals shall be adjusted for any income or
               loss up to the date of distribution. The income or loss allocable
               to Excess Elective Deferrals is the sum of (1) income or loss
               allocable to the Participant's Elective Deferral account for the
               taxable year multiplied by a fraction, the numerator of which is
               such Participant's Excess Elective Deferrals for the year and the
               denominator is the Participant's account balance attributable to
               Elective Deferrals without regard to any income or loss occurring
               during such taxable year; and (2) ten percent (10%) of the amount
               determined under (1) multiplied by the number of whole calendar
               months between the end of the Participant's taxable year and the
               date of the distribution, counting the month of the distribution
               if the distribution occurs after the fifteenth (15th) of such
               month.

         (c)   The amount a Participant receives as a distribution of his or her
               Excess Elective Deferrals is includible in income with respect to
               the taxable year to which the excess is attributable.

         (d)   Any income attributable to the Excess Elective Deferrals
               determined in (b) above shall be includible in income with
               respect to the taxable year in which the excess is distributed.

7.12     DISTRIBUTION OF EXCESS CONTRIBUTIONS

         (a)   Excess Contributions plus any income and minus any loss allocable
               thereto, shall be distributed to affected Participants no later
               than the last day of the Plan Year following the Plan Year to
               which the Excess Contributions are attributable. Excess
               Contributions are allocated to the Highly Compensated Employees
               with the largest amounts of Employer contributions taken into
               account in calculating the ADP Test for the year in which the
               excess arose beginning with the Highly Compensated Employee with
               the largest amount of such Employer contributions and continuing
               in descending order until all the Excess Contributions have been
               allocated. For purposes of the preceding sentence, the "largest
               amount" is determined after distribution of any Excess
               Contributions. If such Excess Contributions are distributed more
               than two and one-half (2 1/2) months after the last day of the
               Plan Year to which the Excess Contributions are attributable, a
               10% excise tax will be imposed on the Employer maintaining the
               Plan with respect to the principal amount of the excess.

         (b)   Excess Contributions, including any amount recharacterized as a
               Voluntary After-tax Contribution, shall be treated as Annual
               Additions with respect to the Plan Year to which the excess is
               attributable.

         (c)   Excess Contributions shall be adjusted for any income or loss up
               to the date of distribution. The income or loss allocable to
               Excess Contributions allocated to each Participant is the sum of
               (1) income or loss allocable to the Participant's Elective
               Deferral account (and, if applicable, the Qualified Nonelective
               Contribution Account or the Qualified Matching Contribution
               Account or both) for the Plan Year multiplied by a fraction, the
               numerator of which is such Participant's Excess Contributions for
               the year and the denominator is the Participant's account balance
               attributable to Elective Deferrals (and Qualified Nonelective
               Contributions or Qualified Matching Contributions, or both, if
               any of such contributions are included in the ADP test) without
               regard to any income or loss occurring during such Plan Year; and
               (2) ten percent (10%) of the amount determined under (1)
               multiplied by the number of whole calendar months between the end
               of the Plan Year and the date of distribution, counting the month
               of distribution if the distribution occurs after the fifteenth
               (15th) of such month.

         (d)   Excess Contributions shall be distributed from the Participant's
               Elective Deferral account and Qualified Matching Contribution
               account (if applicable) in proportion to the Participant's
               Elective Deferrals and Qualified Matching Contributions (to the
               extent used in the ADP Test) for the test year. Excess
               Contributions shall be distributed from the Participant's
               Qualified Non-Elective Contribution account only to the extent
               that such Excess Contributions exceed the Participant's Elective
               Deferrals and Qualified Matching Contributions account for the
               applicable test year.

                                       62


         (e)   The return of an Excess Contribution under a Plan established
               under a Davis-Bacon Adoption Agreement will be reported as
               additional wages paid to the affected Participant.

7.13     DISTRIBUTION OF EXCESS AGGREGATE CONTRIBUTIONS

         (a)   Notwithstanding any other provisions of this Plan, Excess
               Aggregate Contributions, plus any income and minus any loss
               allocable thereto, shall be forfeited, if forfeitable or if not
               forfeitable, distributed no later than the last day of each Plan
               Year to Participants to whose accounts such Excess Aggregate
               Contributions were allocated for the preceding Plan Year. Excess
               Aggregate Contributions are allocated to the Highly Compensated
               Employees with the largest Contribution Percentage Amounts taken
               into account in calculating the ACP test for the year in which
               the excess arose, beginning with the Highly Compensated Employee
               with the largest amount of such Contribution Percentage and
               continuing in descending order until all the Excess Aggregate
               Contributions have been allocated. For purposes of the preceding
               sentence, the "largest amount" is determined after distribution
               of any Excess Aggregate Contributions.

         (b)   If such Excess Aggregate Contributions are distributed more than
               two and one-half (2 1/2) months after the last day of the Plan
               Year in which such excess amount arose, a 10% excise tax will be
               imposed on the Employer maintaining the Plan with respect to
               those amounts. Excess Aggregate Contributions shall be treated as
               Annual Additions for purposes of Article X, Limitations On
               Allocations.

         (c)   Excess Aggregate Contributions shall be adjusted for any income
               or loss up to the date of the distribution. The income or loss
               allocable to the Excess Aggregate Contributions allocated to each
               Participant is the sum of (1) income or loss allocable to each
               Participant's Employee Contribution account, Matching
               Contribution account, Qualified Matching Contribution account (if
               any, and if all amounts therein are not used in the ADP test)
               and, if applicable, Qualified Nonelective Contribution account
               and the Elective Deferral account of the Plan Year multiplied by
               a fraction, the numerator of which is such Participant's Excess
               Aggregate Contributions for the year end the denominator is the
               Participant's account balance(s) attributable to Contribution
               Percentage amounts without regard to any income or loss occurring
               during such Plan Year; and (2) ten percent (10%) of the amount
               determined under (1) multiplied by the number of whole calendar
               months between the end of the Plan Year and the date of
               distribution, counting the month of distribution if distribution
               occurs after the fifteenth (15th) of such month.

         (d)   Excess Aggregate Contributions shall be forfeited if forfeitable,
               or distributed on a pro-rata basis, from the Participant's
               Voluntary After-tax Contribution account, Required After-tax
               Contribution account, Matching Contribution account and Qualified
               Matching Contribution account (and if applicable the
               Participant's Qualified Matching Contribution account, and/or
               Elective Deferral account, or both).

         (e)   Forfeitures of Excess Aggregate Contributions may be reallocated
               to the accounts of other Participants or applied to reduce
               Employer contributions, or as otherwise elected by the Employer
               in the Adoption Agreement.

7.14     DISTRIBUTIONS TO MINORS AND INDIVIDUALS WHO ARE LEGALLY INCOMPETENT
Benefits payable to either a minor or an individual who has been declared
legally incompetent shall be paid, at the direction of the conservator appointed
either under a court order or applicable state law which permits such an
individual to be a guardian for the benefit of said minor or incompetent.

7.15     UNCLAIMED BENEFITS

         (a)   If elected on the Adoption Agreement, the default form of payment
               will be a direct rollover into an individual retirement account
               or annuity for any cash out distribution of amounts greater than
               $1,000 but less than or equal to $5,000 made pursuant to Code
               Sections 411(a)(7), 411(a)(11) and 417(e)(1). If an individual
               retirement account or annuity is established, no amounts
               contributed to these accounts may be forfeited under the Plan.

                                       63


         (b)   The Plan Administrator shall notify Participants or Beneficiaries
               by certified or registered mail sent to his or her last known
               address of record with the Employer when their benefits become
               distributable as provided at paragraph 6.11 hereof. If a
               Participant or Beneficiary does not respond to the notice within
               ninety (90) days of the date of the notice, the Plan
               Administrator may take reasonable steps to locate the Participant
               or Beneficiary including, but not limited to, requesting
               assistance from the Employer, Employees, Social Security
               Administration and/or the Internal Revenue Service.

         (c)   If the Participant cannot be located after a period of twelve
               (12) months, or such other period determined in a uniform and
               nondiscriminatory manner by the Plan Administrator, the Plan
               Administrator shall treat the benefit as a forfeiture pursuant to
               paragraph 9.8. The forfeiture provisions of this subparagraph
               7.15(c) apply only to the Participant's or Beneficiary's account
               balance which is less than $5,000. If the Employer does not make
               a contribution for the Plan Year during which the forfeiture
               takes place, such amount shall first be applied to pay Plan
               expenses and, if there are no such expenses, it shall then be
               allocated to eligible Participant accounts as if the amount were
               the Employer's contribution for such Plan Year.

         (d)   If a Participant or Beneficiary later makes a claim for such
               benefit, the Plan Administrator shall validate such claim and
               provide the Participant or Beneficiary with all notices and other
               information necessary for the Participant or Beneficiary to
               perfect the claim. If the Plan Administrator validates the claim
               for benefits, the Participant's account balance shall be restored
               to the benefit amount treated as a forfeiture. Such benefit shall
               not be adjusted for investment earnings or losses during the
               period beginning on the date of forfeiture and ending on the date
               of restoration. The funds necessary to restore the Participant's
               account will first be taken from amounts eligible for
               reallocation or other disposition as forfeitures with respect to
               the Plan Year. If such funds do not exist or if such funds are
               insufficient, the Employer will make a contribution prior to the
               date on which the benefit is payable to restore such
               Participant's account. Such benefit shall be paid or commence to
               be paid in the same manner as if the benefit was eligible for
               distribution on the date the claim for benefit is validated.

         (e)   The Plan Administrator shall follow the same procedure in
               locating and subsequently treating as a forfeiture the benefit of
               a Participant or Beneficiary whose benefit has been properly paid
               under Plan terms but where the Participant or Beneficiary has not
               negotiated the benefit check(s).

         (f)   Notwithstanding the foregoing, the Plan Administrator in his
               discretion may establish alternative procedures for locating and
               administering the benefits of missing Plan Participants.

                                       64


                                  ARTICLE VIII

                     JOINT AND SURVIVOR ANNUITY REQUIREMENTS

8.1      APPLICABILITY OF PROVISIONS
The provisions of this Article shall apply to any Participant who is credited
with at least one (1) Hour of Service with the Employer and such other
Participants as provided in paragraph 8.8.

8.2      PAYMENT OF QUALIFIED JOINT AND SURVIVOR ANNUITY
Unless an optional form of benefit is selected pursuant to a Qualified Election
within the ninety (90) day period ending on the Annuity Starting Date, a
Participant's Vested Account Balance will be paid in the form of a Qualified
Joint and Survivor Annuity. For this purpose, a Qualified Joint and Survivor
Annuity with respect to an unmarried Participant's Vested Account Balance will
be paid in the form of a straight life annuity. A straight life annuity means an
annuity payable in equal installments for the life of the Participant that
terminates upon the Participant's death. The Participant may elect to have such
annuity distributed upon attainment of the Early Retirement Age under the Plan,
if any.

8.3      PAYMENT OF QUALIFIED PRE-RETIREMENT SURVIVOR ANNUITY
Unless an optional form of benefit has been elected within the Election Period
pursuant to a Qualified Election, if a Participant dies before benefits have
commenced then the Participant's Vested Account Balance shall be paid in the
form of a life annuity for the life of the surviving Spouse. The surviving
Spouse may elect to have such annuity distributed within a reasonable period
after the Participant's death. If no election has been made within the Election
Period prior to the Participant's death, the surviving Spouse shall have the
right to select an optional form of benefit after the Participant's death. Such
election will only be permitted if the surviving Spouse is provided with a
notice similar to that required under paragraph 8.5 except that the notice will
be modified to explain a life annuity rather than a Qualified Joint and Survivor
Annuity.

A Participant who does not meet the age thirty-five (35) requirement set forth
in the Election Period as of the end of any current Plan Year may make a special
qualified election to waive the Qualified Pre-Retirement Survivor Annuity for
the period beginning on the date of such election and ending on the first day of
the Plan Year in which the Participant will attain age thirty-five (35). Such
election shall not be valid unless the Participant receives a written
explanation of the Qualified Pre-Retirement Survivor Annuity in such terms as
are comparable to the explanation required under paragraph 8.5. Qualified
Pre-Retirement Survivor Annuity coverage will be automatically reinstated as of
the first day of the Plan Year in which the Participant attains age thirty-five
(35). Any new waiver on or after such date shall be subject to the full
requirements of this Article.

8.4      QUALIFIED ELECTION
A Qualified Election is an election to either waive a Qualified Joint and
Survivor Annuity or a Qualified Pre-Retirement Survivor Annuity. Any such
election shall not be effective unless:

         (a)   the Participant's Spouse consents in writing to the election,

         (b)   the election designates a specific Beneficiary, including any
               class of Beneficiaries or any contingent Beneficiaries, which may
               not be changed without spousal consent unless the Spouse
               expressly permits designations by the Participant without any
               further spousal consent,

         (c)   the Spouse's consent acknowledges the effect of the election, and

         (d)   the Spouse's consent is witnessed by a Plan representative or
               notary public.

A Participant's waiver of the Qualified Joint and Survivor Annuity shall not be
effective unless the election designates a form of benefit payment which may not
be changed without spousal consent unless the Spouse expressly permits
designations by the Participant without any further spousal consent. If it is
established to the satisfaction of the Plan Administrator that the Participant
is unmarried or that the Spouse cannot be located, a waiver will be deemed a
Qualified Election. Any consent by a Spouse obtained under this provision (or
establishment that

                                       65


the consent of a Spouse cannot be obtained) shall be effective only with respect
to such Spouse. A consent that permits designations by the Participant without
any requirement of further consent by such Spouse must acknowledge that the
Spouse has the right to limit consent to a specific Beneficiary, and a specific
form of benefit where applicable, and that the Spouse voluntarily elects to
relinquish either or both of such rights. A revocation of a prior waiver may be
made by a Participant without the consent of the Spouse at any time before the
commencement of benefits. The number of revocations shall not be limited. No
consent obtained under this provision shall be valid unless the Participant has
received notice as provided in paragraphs 8.5 and 8.6 below.

8.5      NOTICE REQUIREMENTS FOR QUALIFIED JOINT AND SURVIVOR ANNUITY
In the case of a Qualified Joint and Survivor Annuity, the Plan Administrator
shall, no less than thirty (30) days and no more than ninety (90) days prior to
the Annuity Starting Date, provide each Participant a written explanation of:

         (a)   the terms and conditions of a Qualified Joint and Survivor
               Annuity,

         (b)   the Participant's right to make and the effect of an election to
               waive the Qualified Joint and Survivor Annuity form of benefit,

         (c)   the rights of a Participant's Spouse, and

         (d)   the right to make and the effect of a revocation of a previous
               election to waive the Qualified Joint and Survivor Annuity.

The Annuity Starting Date may be less than thirty (30) days after and may be
before receipt of the written explanation described in the preceding paragraph
provided that:

         (e)   the Plan Administrator clearly informs the Participant and the
               Participant's Spouse that they have a right to a period of at
               least thirty (30) days after receiving the notice to consider the
               decision of whether to waive the Qualified Joint and Survivor
               Annuity and elect (with spousal consent) a form of distribution
               other than a Qualified Joint and Survivor Annuity; and

         (f)   the Participant is permitted to revoke any affirmative
               distribution election at least until the Annuity Starting Date
               or, if later, at any time prior to the expiration to the seven
               (7) day period that begins the day after the explanation of the
               Qualified Joint and Survivor Annuity is provided to the
               Participant.

8.6      NOTICE REQUIREMENTS FOR QUALIFIED PRE-RETIREMENT SURVIVOR ANNUITY
In the case of a Qualified Pre-Retirement Survivor Annuity as described in
paragraph 8.3, the Plan Administrator shall provide each Participant within the
applicable period for such Participant a written explanation of the Qualified
Pre-Retirement Survivor Annuity in such terms and in such manner as would be
comparable to the explanation provided for meeting the requirements of paragraph
8.5 applicable to a Qualified Joint and Survivor Annuity. The applicable period
for a Participant is whichever of the following periods ends at the latest date:

         (a)   the period beginning with the first day of the Plan Year in which
               the Participant attains age thirty-two (32) and ending with the
               close of the Plan Year preceding the Plan Year in which the
               Participant attains age thirty-five (35),

         (b)   a reasonable period ending after the individual becomes a
               Participant, or

         (c)   a reasonable period ending after this article first applies to
               the Participant.

         (d)   Notwithstanding the foregoing, notice must be provided within a
               reasonable period ending after separation from Service in the
               case of a Participant who separates from Service before attaining
               age thirty-five (35). If such a Participant subsequently returns
               to employment with the Employer, the applicable period for such
               Participant shall be redetermined.

                                       66


For purposes of applying the preceding paragraph, a reasonable period ending
after the events described in (b) and (c) is the end of the two (2) year period
beginning one (1) year prior to the date the applicable event occurs, and ending
one (1) year after that date. In the case of a Participant who separates form
Service before the Plan Year in which age thirty-five (35) is attained, notice
shall be provided within the two (2) year period beginning one (1) year prior to
separation and ending one (1) year after separation.

8.7      SPECIAL SAFE HARBOR EXCEPTION FOR CERTAIN PROFIT-SHARING OR 401(k)
         PLANS
This paragraph shall apply to a Participant in a profit-sharing or 401(k) plan,
and to any distribution, made on or after the first day of the first Plan Year
beginning after 1988, from or under a separate account attributable solely to
Qualified Voluntary Contributions, as maintained on behalf of a Participant in a
money purchase pension plan or target benefit plan, if the following conditions
are satisfied:

         (a)   the Participant does not elect payments in the form of a life
               annuity, and

         (b)   on the death of a Participant, the Participant's Vested Account
               Balance will be paid to the Participant's Surviving Spouse, but
               if there is no surviving Spouse, or if the Surviving Spouse has
               consented to, in a manner conforming to a Qualified Election,
               then to the Participant's Beneficiary.

         (c)   The surviving Spouse may elect to have distribution of the Vested
               Account Balance commence within the ninety (90) day period
               following the date of the Participant's death. The account
               balance shall be adjusted for gains or losses occurring after the
               Participant's death in accordance with the provisions of the Plan
               governing the adjustment of account balances for other types of
               distributions.

         (d)   If a Plan is otherwise exempt from the Qualified Joint and
               Survivor Annuity requirements, the Qualified Joint and Survivor
               Annuity requirements are not triggered unless the Participant in
               the Plan actually elects a life annuity as a distribution option.

         (e)   These safe harbor rules shall not be applicable to a Participant
               in a profit-sharing or 401(k) plan if the Plan is the recipient
               of a merger of assets from a plan which was subject to the
               survivor annuity requirements of Code Sections 401(a)(11) and
               417, and would therefore have a Qualified Joint and Survivor
               Annuity as its normal form of benefit, unless separate accounts
               or separate accounting was monitored for the assets of the merged
               plan.

         (f)   Money purchase and target benefit plans are required to include
               the Qualified Joint and Survivor Annuity option. These Plans may
               eliminate any periodic payment options that are not required by
               the Qualified Joint and Survivor Annuity rules such as
               installment payments.

         (g)   The Participant may waive the spousal death benefit described in
               this paragraph at any time provided that no such waiver shall be
               effective unless it satisfies the conditions (described in
               paragraph 8.4) that would apply to the Participant's waiver of
               the Qualified Pre-Retirement Survivor Annuity.

         (h)   Profit Sharing Plans satisfying all of the requirements of this
               paragraph for a Participant such that the Plan is not required to
               provide a Qualified Joint and Survivor Annuity for the
               Participant, but that do provide such annuity (even if the
               annuity is the normal form), may replace the Qualified Joint and
               Survivor Annuity with payment in a single-sum distribution form
               that is otherwise identical to such annuity in accordance with
               the requirements under the Regulations Section 1.411(d)-4.

         (i)   If this paragraph 8.7 is operative, then all other provisions of
               this Article VIII other than paragraph 8.8 are inoperative.

8.8      TRANSITIONAL JOINT AND SURVIVOR ANNUITY RULES
Special transitional rules apply to Participants who were not receiving benefits
on August 23, 1984.

                                       67


         (a)   Any living Participant not receiving benefits on August 23, 1984,
               who would otherwise not receive the benefits prescribed by the
               previous paragraphs of this Article, must be given the
               opportunity to elect to have the prior paragraphs of this Article
               apply if such Participant is credited with at least one (1) Hour
               of Service under this Plan or a predecessor Plan in a Plan Year
               beginning on or after January 1, 1976, and such Participant had
               at least ten (10) Years of Service for vesting purposes when he
               or she separated from Service.

         (b)   Any living Participant not receiving benefits on August 23, 1984,
               who was credited with at least one (1) Hour of Service under this
               Plan or a predecessor plan on or after September 2, 1974, and who
               is not otherwise credited with any Service in a Plan Year
               beginning on or after January 1, 1976, must be given the
               opportunity to have his or her benefits paid in accordance with
               paragraph 8.9.

         (c)   The respective opportunities to elect [as described in (a) and
               (b) above] must be afforded to the appropriate Participants
               during the period commencing on August 23, 1984, and ending on
               the date benefits would otherwise commence to said Participants.

8.9      AUTOMATIC JOINT AND SURVIVOR ANNUITY AND EARLY SURVIVOR ANNUITY
Any Participant who has elected pursuant to paragraph 8.8(b) and any Participant
who does not elect under paragraph 8.8(a) or who meets the requirements of
paragraph 8.8(a), except that such Participant does not have at least ten (10)
years of vesting Service when he or she separates from Service, shall have his
or her benefits distributed in accordance with all of the following requirements
if benefits would have been payable in the form of a life annuity in accordance
with all of the following requirements:

         (a)   If benefits in the form of a life annuity become payable to a
               married Participant who:

               (1)   begins to receive payments under the Plan on or after
                     Normal Retirement Age, or

               (2)   dies on or after Normal Retirement Age while still working
                     for the Employer, or

               (3)   begins to receive payments on or after the Qualified Early
                     Retirement Age, or

               (4)   separates from Service on or after attaining Normal
                     Retirement Age (or the Qualified Early Retirement Age) and
                     after satisfying the eligibility requirements for the
                     payment of benefits under the Plan and thereafter dies
                     before beginning to receive such benefits, such benefits
                     will be received under this Plan in the form of a Qualified
                     Joint and Survivor Annuity, unless the Participant has
                     elected otherwise during the Election Period. The Election
                     Period must begin at least six (6) months before the
                     Participant attains Qualified Early Retirement Age and end
                     not more than ninety (90) days before the commencement of
                     benefits. Any election will be in writing and may be
                     changed by the Participant at any time.

         (b)   A Participant who is employed after attaining the Qualified Early
               Retirement Age will be given the opportunity to elect, during the
               Election Period, to have a survivor annuity payable on death. If
               the Participant elects the survivor annuity, payments under such
               annuity must not be less than the payments which would have been
               made to the Spouse under the Qualified Joint and Survivor Annuity
               if the Participant had retired on the day before his or her
               death. Any election under this provision will be in writing and
               may be changed by the Participant at any time. The Election
               Period begins on the later of:

               (1)   the ninetieth day before the Participant attains the
                     Qualified Early Retirement Age, or

               (2)   the date on which participation begins, and ends on the
                     date the Participant terminates employment.

For purposes of this paragraph 8.9, Qualified Early Retirement Age is defined at
paragraph 1.80 herein.

                                       68


8.10     ANNUITY CONTRACTS
Any annuity contract distributed under this Plan must be nontransferable. The
terms of any annuity contract purchased and distributed by the Plan to a
Participant or Spouse shall comply with the requirements of this Plan.

                                       69


                                   ARTICLE IX

                                     VESTING

9.1      EMPLOYEE CONTRIBUTIONS
A Participant shall always have a 100% vested and nonforfeitable interest in his
or her Elective Deferrals, Voluntary After-tax Contributions, Qualified
Voluntary Contributions, Required After-tax Contributions, Qualified
Non-Elective Contributions, Safe Harbor Matching Contributions, Safe Harbor
Non-Elective Contributions, SIMPLE 401(k), Qualified Matching Contributions,
Rollover and Transfer Contributions plus the earnings thereon. No forfeiture of
Employer contributions (including any minimum contributions made under paragraph
15.2) will occur solely as a result of a Participant's withdrawal of any
Employee contributions.

9.2      EMPLOYER CONTRIBUTIONS
A Participant shall acquire a vested and nonforfeitable interest in his or her
account attributable to Employer contributions in accordance with the schedule
selected in the Adoption Agreement, provided that if a Participant is not
already fully vested, he or she shall become so upon attaining Normal Retirement
Age, Early Retirement Age, on death prior to normal retirement (provided the
Participant has not terminated employment prior to death), on retirement due to
Disability, or on termination of the Plan. Any contributions made on behalf of a
Participant with a Disability within the meaning of Code Section 22(e)(3) at the
election of the Employer must be fully vested when made.

9.3      VESTING OF EMPLOYER CONTRIBUTIONS IN A SIMPLE 401(k) PLAN
A Participant shall have a 100% vested and nonforfeitable interest in his or her
account attributable to any Employer contributions made under a SIMPLE 401(k)
Plan.

9.4      COMPUTATION PERIOD
A period used for determining Years of Service and Breaks in Service used in
calculating the vesting of a Participant. A Year of Service means any twelve
(12) consecutive month vesting computation period as elected in the Adoption
Agreement during which an Employee completes the number of Hours of Service [not
to exceed one-thousand (1,000)] as specified in the Adoption Agreement. If the
Plan utilizes the Elapsed Time method of crediting Service, a vesting
computation period for which the Employee receives credit for a Year of Service
will be determined under the Service crediting rules of paragraph 1.117.

9.5      REQUALIFICATION PRIOR TO FIVE CONSECUTIVE ONE-YEAR BREAKS IN SERVICE
Subject to Article VI, the account balance of a Participant who is re-employed
prior to incurring five (5) consecutive one (1) year Breaks in Service or
Periods of Severance shall consist of any undistributed amount in his or her
account as of the date of re-employment plus any future contributions added to
such account plus the investment earnings on the account. The Vested Account
Balance of such Participant shall be determined by multiplying the Participant's
account balance (adjusted to include any distribution or redeposit made under
paragraph 6.3) by such Participant's vested percentage. All Service of the
Participant, both prior to and following the break, shall be counted when
computing the Participant's vested percentage.

9.6      REQUALIFICATION AFTER FIVE CONSECUTIVE ONE-YEAR BREAKS IN SERVICE
Subject to Article VI, if a Participant was not fully vested prior to
termination of employment and is re-employed after incurring five (5)
consecutive one (1) year Breaks in Service or Periods of Severance, a new
account shall be established for such Participant to separate his or her
deferred vested and nonforfeitable account, if any, from the account to which
new allocations will be made. The Participant's deferred account to the extent
remaining shall be fully vested and shall continue to share in earnings and
losses of the Trust. When computing the Participant's vested portion of the new
account, all pre-break and post-break Service shall be counted. However,
notwithstanding this provision, no such former Participant who has had five (5)
consecutive one (1) year Breaks in Service or Periods of Severance shall acquire
a larger vested and nonforfeitable interest in his or her prior account balance
as a result of requalification hereunder.

9.7      CALCULATING VESTED INTEREST
A Participant's vested and nonforfeitable interest, as determined by the Plan
Administrator shall be calculated by multiplying the fair market value of his or
her account attributable to Employer contributions on the Valuation Date
concurrent with or preceding distribution by the decimal equivalent of the
vested percentage as of his or her termination date. The amount attributable to
Employer contributions for purposes of the calculation includes

                                       70


amounts previously paid out pursuant to paragraph 6.3 and not repaid. The
Participant's vested and nonforfeitable interest, once calculated above, shall
be reduced to reflect those amounts previously paid out to the Participant and
not repaid by the Participant. The Participant's vested and nonforfeitable
interest so determined shall continue to share in the investment earnings and
any increase or decrease in the fair market value of the Trust up to the
Valuation Date preceding or coinciding with payment.

9.8      FORFEITURES
Any balance in the account of a Participant who has separated from Service to
which he or she is not entitled under the foregoing provisions, shall be
forfeited and applied as provided in the Adoption Agreement, or in accordance
with a uniform and nondiscriminatory policy established by the Plan
Administrator. The reallocation or other disposition of a nonvested benefit may
only occur if the Participant has received payment of his or her entire vested
benefit from the Plan, if the Participant has incurred five (5) consecutive one
(1) year Breaks in Service or a deemed cash-out has occurred. A Participant who
is zero (0) percent vested will have a deemed cash-out distribution on the date
of the Participant's Separation from Service and will not be entitled to an
allocation of any forfeitures (if reallocated) of any portion of his account
balance or of any other Participant who has terminated Service in the same or
prior Plan Year. While awaiting reallocation or other disposition, the Plan
Administrator or his designate, if applicable, shall have the right to leave the
nonvested benefit in the Participant's account or may transfer the nonvested
benefit to a forfeiture suspense account. Amounts held in a forfeiture suspense
account may share in any increase or decrease in fair market value of the assets
of the Trust in accordance with Article V of the Plan. Such determination shall
be made by the Plan Administrator or his designate, if applicable. If a
Participant's account balance is forfeited prior to five consecutive one-year
Breaks in Service, the amount necessary to restore the account balance to a
Participant will be obtained from one of the following sources; current Plan
Year's forfeitures, an additional Employer contribution, or earnings on
investments for the applicable Plan Year, as determined by the Plan
Administrator. For purposes of this paragraph, if the value of a Participant's
Vested Account Balance is zero, the Participant shall be deemed to have received
a distribution of such Vested Account Balance. A Highly Compensated Employee's
Matching Contributions may be forfeited, even if vested, if the contributions to
which they relate are Excess Deferrals, Excess Contributions or Excess Aggregate
Contributions. Benefits with respect to Participants who cannot be located as
provided at paragraph 7.15 hereof will be treated in the same manner as a
forfeiture.

9.9      AMENDMENT OF VESTING SCHEDULE
No amendment to the Plan shall have the effect of decreasing a Participant's
Vested Account Balance determined without regard to such amendment as of the
later of the date such amendment is adopted or the date it becomes effective.
Further, if the vesting schedule of the Plan is amended, or the Plan is amended
in any way that directly or indirectly affects the computation of any
Participant's nonforfeitable percentage or if the Plan is deemed amended by an
automatic change to or from a Top-Heavy vesting schedule, each Participant with
at least three (3) Years of Service with the Employer may elect, during the
election period defined herein, to have his or her nonforfeitable percentage
computed under the Plan without regard to such amendment. For Participants who
do not have at least one (1) Hour of Service in any Plan Year beginning after
1988, the preceding sentence shall be applied by substituting "five (5) Years of
Service" for "three (3) Years of Service" where such language appears. The
period during which the election may be made shall commence with the date the
amendment is adopted and shall end on the later of:

         (a)   sixty (60) days after the amendment is adopted,

         (b)   sixty (60) days after the amendment becomes effective, or

         (c)   sixty (60) days after the Participant is issued written notice of
               the amendment by the Employer or the Trustee.

If the Trustee notifies the Participants involved, the Plan may be charged for
the costs thereof.

No amendment to the Plan shall be effective to the extent that it has the effect
of decreasing a Participant's accrued benefit. Notwithstanding the preceding
sentence, a Participant's account balance may be reduced to the extent permitted
under Code Section 412(c)(8) relating to financial hardships. For purposes of
this paragraph, a Plan

                                       71


amendment which has the effect of decreasing a Participant's account balance
with respect to benefits attributable to Service before the amendment, shall be
treated as reducing an accrued benefit.

Furthermore, if the vesting schedule of a Plan is amended, in the case of an
Employee who is a Participant as of the later of the date such amendment is
adopted or the date it becomes effective, the nonforfeitable percentage
(determined as of such date) of such Employee's Employer-derived accrued benefit
will not be less than the percentage computed under the Plan without regard to
such amendment.

No amendment to the Plan shall be effective to eliminate or restrict an optional
form of benefit. The preceding sentence shall not apply to a Plan amendment that
eliminates or restricts the ability of a Participant to receive payment of his
or her account balance under a particular form of benefit if the amendment
satisfies the conditions in (d) or (e) below:

         (d)   The amendment provides a single sum distribution form that is
               otherwise identical to the optional form of benefit restricted.
               For purposes of this condition, a single-sum distribution form is
               otherwise identical only if it is identical in all respects to
               the eliminated or restricted optional form of benefit (or would
               be identical except that it provides greater rights to the
               Participant) except with respect to the timing of payments after
               commencement.

         (e)   The amendment is not effective unless it provides that the
               amendment shall not apply to any distribution with an Annuity
               Starting Date earlier than the earlier of (i) the ninetieth
               (90th) day after the date the Participant receiving the
               distribution has been furnished a summary that reflects the
               amendment and that satisfies the ERISA requirements at 29 CFR
               2520.104b-3 relating to a summary of material modifications or
               (ii) the first day of the second Plan Year following the Plan
               Year in which the amendment is adopted.

9.10     SERVICE WITH CONTROLLED GROUPS
All Years of Service with all members of a controlled group of corporations [as
defined in Code Section 414(b) as modified by Code Section 415(h)], all commonly
controlled trades or businesses [as defined in Code Section 414(c) as modified
by Code Section 415(h)], or members of an affiliated service group [as defined
in Code Section 414(m)] of which the Employer is a part, and any other entity
required to be aggregated with the Employer pursuant to Regulations under Code
Section 414(o), shall be considered for purposes of determining a Participant's
nonforfeitable percentage.

9.11     COMPLIANCE WITH UNIFORMED SERVICES EMPLOYMENT AND REEMPLOYMENT RIGHTS
         ACT OF 1994
Notwithstanding any provision of this Plan to the contrary, Years of Service for
vesting will be credited to Participants with respect to periods of qualified
military service as provided in Code Section 414(u).

                                       72


                                    ARTICLE X

                           LIMITATIONS ON ALLOCATIONS

10.1     PARTICIPATION IN THIS PLAN ONLY
If the Participant does not participate in and has never participated in another
Qualified Plan, a Welfare Benefit Fund, individual medical account as defined in
Code Section 415(l)(2), or a Simplified Employee Pension Plan maintained by the
adopting Employer, which provides an Annual Addition, the amount of Annual
Additions which may be credited to the Participant's account for any Limitation
Year will not exceed the lesser of the Maximum Permissible Amount or any other
limitation contained in this Plan. If the Employer contribution that would
otherwise be contributed or allocated to the Participant's account would cause
the Annual Additions for the Limitation Year to exceed the Maximum Permissible
Amount, the amount contributed or allocated will be reduced so that the Annual
Additions for the Limitation Year will equal the Maximum Permissible Amount.
Prior to determining the Participant's actual Compensation for the Limitation
Year, the Employer may determine the Maximum Permissible Amount for a
Participant on the basis of a reasonable estimate of the Participant's
Compensation for the Limitation Year, uniformly determined for all Participants
similarly situated. As soon as is administratively feasible after the end of the
Limitation Year, the Maximum Permissible Amount for the Limitation Year will be
determined on the basis of the Participant's actual Compensation for the
Limitation Year.

10.2     DISPOSITION OF EXCESS ANNUAL ADDITIONS
If there is an Excess Annual Addition due to an error in estimating a
Participant's Compensation for a Limitation Year under paragraph 10.1, an error
in estimating the amount of Elective Deferrals of the Participant, or as a
result of the allocation of forfeitures, the excess will be distributed to the
affected Participant in the order which follows:

         (a)   Any Voluntary or Required After-tax Contributions plus the
               investment earnings thereon, to the extent they would reduce the
               excess, shall be returned to the Participant.

         (b)   Simultaneously, with the return of any Voluntary or Required
               After-tax Contributions (plus attributable earnings), any
               associated Employer Matching Contribution(s) plus the investment
               earnings thereon that relate to the returned Voluntary or
               Required After-tax Contributions, to the extent they would reduce
               the excess, will be held either unallocated in a suspense account
               or forfeited in accordance with the "spillover method" as elected
               in the Adoption Agreement.

         (c)   Elective Deferrals plus the investment earnings thereon shall be
               returned to the Participant to the extent they would reduce the
               excess.

         (d)   Simultaneously with the return of the Elective Deferrals (plus
               attributable earnings), any associated Employer Matching
               Contribution(s) plus the investment earnings thereon that relate
               to the returned Elective Deferrals, to the extent they would
               reduce the excess, will be either held unallocated in a suspense
               account or forfeited in accordance with the "spillover method" as
               elected in the Adoption Agreement.

         (e)   If, after the application of subparagraphs (a) through (d), an
               excess still exists, the excess will be held either unallocated
               in a suspense account or forfeited in accordance with the
               "spillover method" as elected in the Adoption Agreement.

         (f)   When the suspense account method is used, and the Participant is
               not covered by the Plan at the end of the Limitation Year, the
               Plan Administrator will apply the suspense account to reduce
               future Employer contributions for all remaining Participants in
               the next Limitation Year, and each succeeding Limitation Year
               until the Excess Annual Addition is eliminated. If a suspense
               account is in existence at any time during a Limitation Year, all
               amounts in the suspense account must be allocated to Participant
               accounts before any Employer contributions or any Employee
               contributions may be made to the Plan for that Limitation Year.
               If a suspense account is in existence at any time during a
               Limitation Year pursuant to this paragraph, it will not
               participate in the allocation of investment gains or losses.

                                       73


10.3     PARTICIPATION IN MULTIPLE DEFINED CONTRIBUTION PLANS
The Annual Additions which may be credited to a Participant's account under this
Plan for any Limitation Year will not exceed the Maximum Permissible Amount.
With respect to this Plan, the Maximum Permissible Amount is reduced by the
Annual Additions credited to a Participant's account under any other qualified
Master or Prototype Defined Contribution plans, Welfare Benefit funds,
individual medical accounts as defined in Code Section 415(l)(2), and Simplified
Employee Pension Plans maintained by the Employer, which provide an Annual
Addition for the same Limitation Year. If the Annual Additions with respect to
the Participant under other Defined Contribution Plans, Welfare Benefit funds,
individual medical accounts and Simplified Employee Pension Plans maintained by
the Employer are less than the Maximum Permissible Amount and the Employer
contribution that would otherwise be contributed or allocated to the
Participant's account under this Plan would cause the Annual Additions for the
Limitation Year to exceed this limitation, the amount contributed or allocated
under this Plan will be reduced so that the Annual Additions under all such
plans and funds for the Limitation Year will equal the Maximum Permissible
Amount. If the Annual Additions with respect to the Participant under such other
Defined Contribution Plans and Welfare Benefit funds in the aggregate are equal
to or greater than the Maximum Permissible Amount, no amount will be contributed
or allocated to the Participant's account under this Plan for the Limitation
Year. Prior to determining the Participant's actual Compensation for the
Limitation Year, the Employer may determine the Maximum Permissible Amount for a
Participant in the manner described in paragraph 10.1. As soon as
administratively feasible after the end of the Limitation Year, the Maximum
Permissible Amount for the Limitation Year will be determined on the basis of
the Participant's actual Compensation for the Limitation Year. If the
Participant is covered under another qualified Defined Contribution Plan
maintained by the Employer which is not a Master or Prototype Plan, Annual
Additions which may be credited to the Participant's account under this Plan for
any Limitation Year will be limited in accordance with this paragraph as though
the other plan were a Master or Prototype Plan unless the Employer specifies
other limitations in the Adoption Agreement.

10.4     DISPOSITION OF EXCESS ANNUAL ADDITIONS UNDER TWO PLANS
If a Participant's Annual Additions under this Plan and such other plans as
described in the preceding paragraph would result in an Excess Annual Additions
for a Limitation Year due to an error in estimating a Participant's Compensation
for a Limitation Year under paragraph 10.3 or as a result of forfeitures, the
Excess Annual Additions will be deemed to consist of the Annual Additions last
allocated except that Annual Additions attributable to a Simplified Employee
Pension Plan will be deemed to have been allocated first and then Annual
Additions to a Welfare Benefit Fund or individual medical account as defined in
Code Section 415(l)(2) will be deemed to have been allocated next regardless of
the actual Allocation Date. If an Excess Annual Addition was allocated to a
Participant on a Valuation or Allocation Date of this Plan which coincides with
a valuation or allocation date of another plan, the Excess Annual Additions
attributed to this Plan will be the product of:

         (a)   the total Excess Annual Additions allocated as of such date,
               times

         (b)   the ratio of:

               (1)   the Annual Additions allocated to the Participant for the
                     Limitation Year as of such date under this Plan, to

               (2)   the total Annual Additions allocated to the Participant for
                     the Limitation Year as of such date under this and all the
                     other qualified Master or Prototype Defined Contribution
                     Plans.

Any Excess Annual Additions attributed to this Plan will be disposed of in the
manner described in paragraph 10.2.

10.5     PARTICIPATION IN THIS PLAN AND A DEFINED BENEFIT PLAN
If the Employer maintains, or at any time maintained, a qualified Defined
Benefit Plan (other than Paired Plan #02001 or #02002) covering any Participant
in this Plan, the sum of the Participant's Defined Benefit Plan Fraction and
Defined Contribution Plan Fraction will not exceed 1.0 in any Limitation Year.
For any Plan Year during which the Plan is Top-Heavy, the Defined Benefit and
Defined Contribution Plan Fractions shall be calculated in accordance with Code
Section 416(h). The Annual Additions which may be credited to the Participant's
account under this Plan for any Limitation Year will be limited in accordance
with the Adoption Agreement. This paragraph does not apply for Limitation Years
beginning on or after January 1, 2000.

                                       74


                                   ARTICLE XI

                           ANTIDISCRIMINATION TESTING

11.1     GENERAL TESTING REQUIREMENTS
With respect to each Plan Year, an Employer's Plan which offers a Code Section
401(k) cash or deferred arrangement and any contributions made thereunder must
satisfy the Average Deferral Percentage Test ("ADP Test") and, if applicable,
the Average Contribution Percentage Test ("ACP Test"). Under each of these
tests, the Average Deferral Percentage (ADP) and the Average Contribution
Percentage (ACP) for Highly Compensated Employees may not exceed the ADP and ACP
for Non-Highly Compensated Employees by more than the amount permitted by
application of the basic limit or the alternative limit. These limits are
described at paragraphs 11.2 and 11.6 herein. If the ADP or ACP for Highly
Compensated Employees exceeds the basic limit or the alternative limit, the
applicable average for Highly Compensated Employees either must be reduced to
the maximum permitted under the most liberal limit or the average of the
Non-Highly Compensated Employees is increased.

The reduction in the average is determined in accordance with paragraph 11.4
herein. In lieu of reducing the applicable average for the Highly Compensated
Employees, the Employer may elect to make an additional Qualified Non-Elective
Contribution (QNEC) and/or a Qualified Matching Contribution (QMAC) for
Non-Highly Compensated Employees to increase their Average Deferral Percentage
and/or Average Contribution Percentage to the point where the Plan satisfies the
ADP and/or the ACP Test. These qualified contributions are described at
paragraph 11.5 herein.

If the Plan can only satisfy the ADP Test and the ACP Test by application of the
alternative limit, the Plan must apply the multiple use test as described at
paragraph 11.7(b) hereof. If the Plan fails to satisfy the multiple use test,
the Employer must either make correcting distributions to affected Highly
Compensated Employees or make QNEC and/or QMAC contributions for Non-Highly
Compensated Employees to the point where the Plan satisfies the multiple use
test.

11.2     ADP TESTING LIMITATIONS

         (a)   PRIOR YEAR TESTING - If elected by the Employer in the Adoption
               Agreement, the ADP for a Plan Year for Participants who are
               Highly Compensated Employees for each Plan Year and the Prior
               Plan Year's ADP for Participants who were Non-Highly Compensated
               Employees for the Prior Plan Year must satisfy the basic limit
               set forth in (1) or the alternative limit set forth at (2):

               (1)   The ADP for the Plan Year for Participants who are Highly
                     Compensated Employees for the Plan Year shall not exceed
                     the Prior Plan Year's ADP for Participants who were
                     Non-Highly Compensated Employees for the Prior Plan Year
                     multiplied by 1.25; or

               (2)   The ADP for a Plan Year for Participants who are Highly
                     Compensated Employees for the Plan Year shall not exceed
                     the Prior Year's ADP for Participants who were Non-Highly
                     Compensated Employees for the Prior Plan Year multiplied by
                     2.0, provided that the ADP for Participants who are Highly
                     Compensated Employees does not exceed the ADP for
                     Participants who were Non-Highly Compensated Employees in
                     the Prior Plan Year by more than two (2) percentage points.

         (b)   For the first Plan Year of a Plan, where the Plan permits a
               Participant to make Elective Deferrals and the Plan is not a
               successor Plan, for purposes of the foregoing limits, the Prior
               Plan Year's Non-Highly Compensated Employees' ADP shall be 3%,
               unless the Employer has elected in the Adoption Agreement to use
               the current Plan Year's ADP for these Participants.

                                       75


         (c)   CURRENT YEAR TESTING - If no election is made by the Employer in
               the Adoption Agreement, the ADP limits in (1) and (2), above,
               will be applied by comparing the current Plan Year's ADP for
               Participants who are Highly Compensated Employees with the
               current Plan Year's ADP for Participants who are Non-Highly
               Compensated Employees. This election can only be changed if the
               Plan meets the requirements for changing to Prior Plan Year
               testing set forth in IRS Notice 98-1 (or superseding guidance).

11.3     SPECIAL RULES RELATING TO APPLICATION OF THE ADP TEST

         (a)   A Participant is a Highly Compensated Employee for a particular
               Plan Year if he or she meets the definition of a Highly
               Compensated Employee in effect for that Plan Year. Similarly, a
               Participant is a Non-Highly Compensated Employee for a particular
               Plan Year if he or she does not meet the definition of a Highly
               Compensated Employee in effect for that Plan Year.

         (b)   The Actual Deferral Percentage for any Participant who is a
               Highly Compensated Employee for the Plan Year and who is eligible
               to have Elective Deferrals (and Qualified Non-Elective
               Contributions or Qualified Matching Contributions, or both, if
               treated as Elective Deferrals for purposes of the ADP Test)
               allocated to his or her accounts under two (2) or more
               arrangements described in Code Section 401(k), that are
               maintained by the Employer, shall be determined as if such
               Elective Deferrals (and, if applicable, such Qualified
               Non-Elective Contributions or Qualified Matching Contributions,
               or both) were made under a single arrangement. If a Highly
               Compensated Employee participates in two (2) or more cash or
               deferred arrangements that have different Plan Years, all cash or
               deferred arrangements ending with or within the same calendar
               year shall be treated as a single arrangement. Notwithstanding
               the foregoing, certain plans shall be treated as separate if
               mandatorily disaggregated under Regulations issued under Code
               Section 401(k).

         (c)   In the event that this Plan satisfies the requirements of Code
               Sections 401(k), 401(a)(4), or 410(b) only if aggregated with one
               (1) or more other plans, or if one (1) or more other plans
               satisfy the requirements of such Code Sections only if aggregated
               with this Plan, then this section shall be applied by determining
               the Actual Deferral Percentage of Participants as if all such
               plans were a single plan. Any adjustments to the Non-Highly
               Compensated Employee ADP for the Prior Plan Year will be made in
               accordance with IRS Notice 98-1 and any superseding guidance,
               unless the Employer has elected in the Adoption Agreement to use
               the current year testing method. Plans may be aggregated in order
               to satisfy Code Section 401(k) only if they have the same Plan
               Year and use the same ADP testing method.

         (d)   The Employer shall maintain records sufficient to demonstrate
               satisfaction of the ADP Test and the amount of Qualified
               Non-Elective Contributions or Qualified Matching Contributions,
               or both, used in such test.

         (e)   For purposes of the ADP Test, Elective Deferrals, Qualified
               Non-Elective Contributions and Qualified Matching Contributions
               must be made before the end of the twelve (12) month period
               immediately following the Plan Year to which the contributions
               relate.

11.4     CALCULATION AND DISTRIBUTION OF EXCESS CONTRIBUTIONS AND EXCESS
         AGGREGATE CONTRIBUTIONS

         (a)   REDUCING THE AVERAGE FOR HIGHLY COMPENSATED EMPLOYEES - If
               necessary, the ADP and/or ACP for Highly Compensated Employees
               must be reduced to the maximum allowed by the applicable limit at
               paragraph 11.2 and 11.6. The average is reduced on a step-by-step
               leveling basis beginning by reducing the Actual Deferral
               Percentage or the Actual Contribution Percentage for the Highly
               Compensated Employee with the highest percentage until the
               average is reduced to the maximum allowed or until the Actual
               Deferral Percentage or Actual Contribution Percentage for such
               Highly Compensated Employee is lowered to that of the Highly
               Compensated Employee with the next highest percentage. This
               process continues until the ADP and/or the ACP is lowered to the
               maximum allowed for the Plan Year. The excess dollar amount
               attributable to each affected

                                       76


               Highly Compensated Employee is then totaled for purposes of
               correcting distributions determined at paragraph (b) below.

         (b)   CORRECTING DISTRIBUTIONS TO HIGHLY COMPENSATED EMPLOYEES - The
               total amount to be distributed as determined under paragraph (a)
               is allocated to Highly Compensated Employees on the basis of the
               dollar amount included for such Employee in the numerator of the
               Actual Deferral Percentage or the Actual Contribution Percentage,
               as applicable. The distribution for each affected Highly
               Compensated Employee is determined on a leveling basis similar to
               that described at paragraph (a) except that the process is based
               on dollars rather than percentages. Excess Contributions and
               Excess Aggregate Contributions are allocated to the Highly
               Compensated Employees with the largest amount of Employer
               contributions taken into account in calculating the ADP or ACP
               Test for the year in which the excess arose, beginning with the
               Highly Compensated Employee with the largest amount of such
               Employer contributions and continuing in descending order until
               all the Excess Contributions and Excess Aggregate Contributions
               have been allocated. For purposes of the preceding sentence, the
               "largest amount" is determined after distribution of any Excess
               Contribution and Excess Aggregate Contributions. After correcting
               distributions are allocated, it is not necessary to recompute the
               Highly Compensated Employee averages to determine if they satisfy
               the ADP Test and/or the ACP Test. Distributions of Excess
               Contributions and Excess Aggregate Contributions are to be made
               in accordance with paragraphs 7.12 and 7.13 hereof.

11.5     QUALIFIED NON-ELECTIVE AND/OR MATCHING CONTRIBUTIONS
The Employer may make a Qualified Non-Elective Contribution (QNEC) or Qualified
Matching Contribution (QMAC) for Non-Highly Compensated Employees (whether or
not so designated in the Adoption Agreement) to increase the Average Deferral
Percentage and/or Average Contribution Percentage to the point where the Plan
passes the ADP Test and/or the ACP Test. The following rules apply with respect
to such contributions:

         (a)   A QNEC or QMAC used in the ADP Test may not also be included in
               the ACP Test.

         (b)   If testing is done on the basis of current Plan Year data, QNECs
               and/or QMACs must be made and credited to Participant accounts
               not later than the last day of the twelve (12) consecutive month
               period following the end of the Plan Year being tested.

         (c)   If testing is done on the basis of Prior Plan Year data for
               Non-Highly Compensated Employees, QNECs and/or QMACs for such
               Employees must be contributed not later than the last day of the
               Plan Year being tested.

         (d)   If the Employer makes Non-Elective Contributions which are not
               designated as Qualified Non-Elective Contributions at the time of
               the contribution to the Plan, the Plan Administrator may
               redesignate such contributions as Qualified Non-Elective
               Contributions if the contributions otherwise satisfy the
               requirements of a Qualified Non-Elective Contribution.

         (e)   The Employer's contribution will be allocated to a group of
               Non-Highly Compensated Participants designated by the Plan
               Administrator. The allocation will be the lesser of the amount
               required to pass the ADP/ACP Test, or the maximum permitted under
               Code Section 415.

11.6     ACP TESTING LIMITATIONS
Employee contributions and Matching Contributions must meet the
nondiscrimination requirements of Code Section 401(a)(4) and the Average
Contribution Percentage (hereinafter ACP) Test of Code Section 401(m). If
Employee contributions (including any Elective Deferrals recharacterized as
Voluntary After-tax Contributions) or Matching Contributions are made in
connection with a cash or deferred arrangement, the ACP Test is in addition to
the ADP Test under Code Section 401(k). Qualified Matching Contributions and
Qualified Non-Elective Contributions used to satisfy the ADP test may not be
used to satisfy the ACP test.

                                       77


         (a)   PRIOR YEAR TESTING - If elected by the Employer in the Adoption
               Agreement, the ACP for a Plan Year for eligible Participants who
               are Highly Compensated Employees for each Plan Year and the prior
               Plan Year's ACP for eligible Participants who were Non-Highly
               Compensated Employees for the Prior Plan Year must satisfy one of
               the following tests:

               (1)   The ACP for a Plan Year for Participants who are Highly
                     Compensated Employees for the Plan Year shall not exceed
                     the prior Plan Year's ACP for eligible Participants who
                     were Non-Highly Compensated Employees for the Prior Plan
                     Year multiplied by 1.25; or

               (2)   The ACP for a Plan Year for Participants who are Highly
                     Compensated Employees for the Plan Year shall not exceed
                     the prior year's ACP for eligible Participants who were
                     Non-Highly Compensated Employees for the Prior Plan Year
                     multiplied by 2.0, provided that the ACP for eligible
                     Participants who are Highly Compensated Employees does not
                     exceed the ACP for eligible Participants who were
                     Non-Highly Compensated Employees in the Prior Plan Year by
                     more than two (2) percentage points.

         (b)   For the first Plan Year of a Plan, where this Plan permits any
               eligible Participant to make Employee contributions, provides for
               Matching Contributions, or both, and the Plan is not a successor
               Plan, for purposes of the foregoing limits, the Prior Plan Year's
               Non-Highly Compensated Employees' ACP shall be 3% unless the
               Employer has elected in the Adoption Agreement to use the current
               Plan Year's ACP for these Participants.

         (c)   CURRENT YEAR TESTING - If no election is made by the Employer in
               the Adoption Agreement, the ACP limits in (1) and (2), above,
               will be applied by comparing the current Plan Year's ACP for
               eligible Participants who are Highly Compensated Employees for
               the Plan Year with the current Plan Year's ACP for eligible
               Participants who are Non-Highly Compensated Employees. This
               election can only be changed if the Plan meets the requirements
               for changing to Prior Plan Year testing set forth in IRS Notice
               98-1 (or superseding guidance).

11.7     SPECIAL RULES RELATING TO THE APPLICATION OF THE ACP TEST

         (a)   A Participant is a Highly Compensated Employee for a particular
               Plan Year if he or she meets the definition of a Highly
               Compensated Employee in effect for that Plan Year. Similarly, a
               Participant is a Non-Highly Compensated Employee for a particular
               Plan Year if he or she does not meet the definition of a Highly
               Compensated Employee in effect for that Plan Year.

         (b)   If one or more Highly Compensated Employees participate in both a
               cash or deferred arrangement and a plan subject to the ACP Test
               maintained by the Employer and the sum of the ADP and ACP of
               those Highly Compensated Employees subject to either or both
               tests exceeds the Aggregate Limit, then the ADP or ACP of those
               Highly Compensated Employees who also participate in a cash or
               deferred arrangement will be reduced in accordance with paragraph
               11.4 so that the limit is not exceeded. The amount by which each
               Highly Compensated Employee's Contribution Percentage Amounts is
               reduced shall be treated as an Excess Aggregate Contribution. The
               ADP and ACP of the Highly Compensated Employees are determined
               after any corrections required to meet the ADP and ACP tests and
               are deemed to be the maximum permitted under such tests for the
               Plan Year. Multiple use of the aggregate limit does not occur if
               either the ADP and ACP of the Highly Compensated Employees does
               not exceed 1.25 multiplied by the ADP and ACP of the Non-Highly
               Compensated Employees.

         (c)   For purposes of this paragraph, the Actual Contribution
               Percentage for any Participant who is a Highly Compensated
               Employee and who is eligible to have Contribution Percentage
               Amounts allocated to his or her account under two (2) or more
               plans described in Code Section 401(a) or arrangements described
               in Code Section 401(k) that are maintained by the Employer, shall
               be determined as if the total of such Contribution Percentage
               Amounts were made under a single plan. If a Highly Compensated
               Employee participates in two (2) or more cash or deferred
               arrangements that have different Plan Years, all cash or deferred
               arrangements ending with or

                                       78


               within the same calendar year shall be treated as a single
               arrangement. Notwithstanding the foregoing, certain plans shall
               be treated as separate if mandatory disaggregation under the
               Regulations issued under Code Section 410(b) apply.

         (d)   In the event that this Plan satisfies the requirements of Code
               Sections 401(a)(4), 401(m), or 410(b) only if aggregated with one
               (1) or more other plans, or if one (1) or more other plans
               satisfy the requirements of such Code Sections only if aggregated
               with this Plan, then this section shall be applied by determining
               the Actual Contribution Percentage of Eligible Participants as if
               all such plans were a single plan. Any adjustments to the
               Non-Highly Compensated Employee ACP for the Prior Plan Year will
               be made in accordance with IRS Notice 98-1 and any superseding
               guidance, unless the Employer has elected in the Adoption
               Agreement to use the Current Year testing method. Plans may be
               aggregated in order to satisfy Code Section 401(m) only if the
               aggregated plans have the same Plan Year and use the same ACP
               testing method.

         (e)   For purposes of the ACP Test, Employee contributions are
               considered to have been made for the Plan Year in which
               contributed to the Plan. Matching Contributions and Qualified
               Matching and Non-Elective Contributions will be considered made
               for a Plan Year if made no later than the end of the twelve (12)
               month period beginning on the day after the close of the Plan
               Year.

         (f)   The determination and treatment of the Actual Contribution
               Percentage of any Participant shall satisfy such other
               requirements as may be prescribed by the Secretary of the
               Treasury.

11.8     RECHARACTERIZATION
If the Employer allows for Voluntary After-tax Contributions in the Adoption
Agreement, a Participant may treat his or her Excess Contributions allocated to
him or her as an amount distributed to the Participant and then contributed by
the Participant to the Plan. Recharacterized amounts will remain nonforfeitable
and subject to the same distribution requirements as Elective Deferrals. Amounts
may not be recharacterized by a Highly Compensated Employee to the extent that
such amount in combination with other Employee contributions made by that
Employee would exceed any stated limit under the Plan on Voluntary After-tax
Contributions.

Recharacterization must occur no later than two and one-half (2 1/2) months
after the last day of the Plan Year for which such Excess Contributions arose
and is deemed to occur no earlier than the date the last Highly Compensated
Employee is informed in writing of the amount recharacterized and the
consequences thereof. Recharacterized amounts will be taxable to the Participant
for the Participant's tax year in which the Participant would have received them
in cash.

11.9     NONDISCRIMINATION TESTS IN A SIMPLE 401(k) PLAN
The ADP/ACP Tests described this Article XI are treated as satisfied for any
Plan Year for which the Employer has adopted and complied with the provisions of
the SIMPLE 401(k) Adoption Agreement.

11.10    SAFE HARBOR RULES OF APPLICATION

         (a)   The Employer may elect in a cash or deferred adoption agreement
               to apply the safe harbor plan provisions found in paragraphs
               11.10 through 11.17. Except as otherwise permitted, an Employer
               must elect the Safe Harbor Plan provisions and must satisfy the
               notice requirements of paragraph 11.16 prior to the beginning of
               the Plan Year to which the Safe Harbor provisions will be
               applied. The Employer must apply the Safe Harbor provisions for
               the entire Plan Year, including any short Plan Year. An Employer
               who elects in the Adoption Agreement and operationally satisfies
               the Safe Harbor provisions of paragraphs 11.10 through 11.17 is
               not subject to the nondiscrimination requirements of 11.2. An
               Employer who elects to provide additional Matching Contributions
               as set forth in paragraph 11.14 will be subject to the
               nondiscrimination provisions of paragraph 11.6, unless the
               additional Matching Contributions satisfy the ACP test safe
               harbor provisions in paragraph 11.14.

                                       79


         (b)   The Employer may elect in the Adoption Agreement either to make a
               Safe Harbor Non-Elective Contribution on behalf of each eligible
               Employee who is eligible to participate in the Plan, or to make a
               Safe Harbor Matching Contribution on behalf of each eligible
               Employee who is eligible to participate in the Plan and who is
               making Elective Deferrals.

         (c)   The Safe Harbor Non-Elective Contribution will be made on behalf
               of each eligible Employee who is eligible to participate in the
               Plan equal to at least 3% of the Employee's Compensation.

         (d)   The Safe Harbor Matching Contribution shall be made under the
               Basic Matching Formula or an Enhanced Matching Formula as
               described below.

         (e)   A Plan intending to satisfy the requirements of Code Sections
               401(k)(12) and 401(m)(11) [a "Safe Harbor CODA"] generally must
               satisfy such requirements, including the notice requirement, for
               the entire Plan Year. See Notice 98-52, 1988-46 I.R.B. 16, Notice
               2000-3, 2000-4 I.R.B. 413, and Revenue Procedure 2000-29, 2000-6
               I.R.B. 553.

               (1)   BASIC MATCHING CONTRIBUTION FORMULA - The Basic Matching
                     Formula provides a Matching Contribution on behalf of each
                     eligible Employee who is making Elective Deferrals to the
                     Plan in an amount equal to 100% of the amount of the
                     Employee's Elective Deferrals that do not exceed 3% of the
                     Employee's Compensation and 50% of the amount of the
                     Employee's Elective Deferrals that exceed 3% of the
                     Employee's Compensation but do not exceed 5% of the
                     Employee's Compensation. A Plan satisfying the ADP Safe
                     Harbor using the Basic Matching Formula automatically
                     satisfies the ACP Test, if no After-tax or other Matching
                     Contribution is made under the Plan.

               (2)   ENHANCED MATCHING FORMULA - The Enhanced Matching Formula
                     provides a Matching Contribution on behalf of each Eligible
                     Employee who is making Elective Deferrals to the Plan under
                     a formula, that, at any rate of Elective Deferrals,
                     provides an aggregate amount of Matching Contributions at
                     least equal to the aggregate amount of Matching
                     Contributions that would have been provided under the Basic
                     Matching Formula. In no event shall the aggregate amount of
                     Matching Contributions under an Enhanced Matching Formula
                     exceed 6% of an eligible Employee's Compensation. Under the
                     Enhanced Matching Formula, the rate of Matching
                     Contributions may not increase as a Participant's rate of
                     Elective Deferrals increases. A Plan satisfying the ADP
                     Safe Harbor using the Enhanced Matching Formula under which
                     Matching Contributions made with respect to Elective
                     Deferrals are not made in excess of 6% of the eligible
                     Employee's Compensation, automatically satisfies the ACP
                     Test if no other Matching Contribution is made under the
                     Plan.

               (3)   ADDITIONAL DISCRETIONARY MATCHING CONTRIBUTION - An
                     Employer may elect in the Adoption Agreement for Plan Years
                     [beginning after January 1, 2000] to provide an additional
                     discretionary Matching Contribution. Any such contribution
                     cannot exceed 4% of a Participant's Compensation. This is a
                     limit on the total Matching Contribution formula, and is
                     not a limit on the percentage of Compensation which is
                     deferred and taken into account under the matching formula.

               (4)   LIMITATION ON MATCHING CONTRIBUTIONS TO HIGHLY COMPENSATED
                     EMPLOYEES - The Matching Contribution requirement will not
                     be satisfied if, at any rate of Elective Deferrals, the
                     rate of Matching Contributions that would apply with
                     respect to any Highly Compensated Employee who is making
                     Elective Deferrals under the Plan is greater than the rate
                     of Matching Contributions that would apply with respect to
                     any Non-Highly Compensated Employee who is making Elective
                     Deferrals to the Plan and who has the same rate of Elective
                     Deferrals.

                                       80


11.11    SAFE HARBOR DEFINITIONS

         (a)   "ACP TEST SAFE HARBOR" is the method described in paragraph 11.14
               for satisfying the ACP Test of Code Section 401(m)(2).

         (b)   "ACP TEST SAFE HARBOR MATCHING CONTRIBUTIONS" are Matching
               Contributions described in paragraph 11.5.

         (c)   "ADP TEST SAFE HARBOR" is the method described in paragraph 11.13
               for satisfying the ADP Test of Code Section 401(k)(3).

         (d)   "ADP TEST SAFE HARBOR CONTRIBUTIONS" are Matching Contributions
               and Non-Elective Contributions described in paragraph 11.10.

         (e)   "COMPENSATION" is defined in paragraph 1.16 with no dollar limit
               other than the limit imposed by Code Section 401(a)(17) as it
               applies to the Compensation of a Non-Highly Compensated Employee.
               Solely for purposes of determining the Compensation subject to a
               Participant's Salary Deferral Agreement, the Employer may use an
               alternative definition to the one described in the preceding
               sentence, provided such alternate definition is a reasonable
               definition with the meaning of Section 1.414(s)-1(d)(2) of the
               Regulations, and permits each Participant to elect sufficient
               Elective Deferrals to receive the maximum amount of Matching
               Contributions (determined using the definition of Compensation
               described in the preceding sentence) available to the Participant
               under this Plan.

         (f)   "ELIGIBLE EMPLOYEE" means an Employee eligible to make Elective
               Deferrals under the Plan for any part of the Plan Year or who
               would be eligible to make Elective Deferrals but for a suspension
               due to a Hardship distribution described in paragraph 6.9 of the
               Plan or to statutory limitations, such as Code Sections 402(g)
               and 415.

         (g)   "MATCHING CONTRIBUTIONS" are contributions made by the Employer
               on account of an Eligible Employee's Elective Deferrals.

11.12    REQUIRED RESTRICTIONS ON SAFE HARBOR CONTRIBUTIONS

         (a)   Safe Harbor Matching Contributions and Safe Harbor Non-Elective
               Contributions are Matching and Non-Elective Contributions
               respectively, that are:

               (1)   nonforfeitable within the meaning of Treasury Regulations
                     Section 1.401(k)-1(c),

               (2)   are subject to the distribution restrictions of Code
                     Section 401(k)(2)(B) and Treasury Regulations Section
                     1.401(k)-1(d), and

               (3)   used to satisfy the Safe Harbor Contribution requirements.

         (b)   Pursuant to Code Section 401(k)(2)(B) and Treasury Regulations
               Section 1.401(k)-1(d), such contributions (and earnings thereon)
               must not be distributable earlier than separation from Service,
               death, Disability, an event described in Code Section 401(k)(10),
               or in the case of a profit-sharing or stock bonus plan, the
               attainment of age 59 1/2. Pursuant to Code Section 401(k)(2)(B)
               and Treasury Regulations Section 1.401(k)-1(d)(2)(ii), these
               contributions shall not be eligible for distribution for reasons
               of Hardship. A Plan electing to use either of the Safe Harbor
               Matching or the Non-Elective Contribution provisions shall not
               require that an Employee be employed on the last day of the Plan
               Year or impose an hourly requirement in order for the Employee to
               be eligible to receive a Safe Harbor Non-Elective Contribution or
               a Safe Harbor Matching Contribution.

         (c)   Such contributions must satisfy the ADP Test Safe Harbor without
               regard to permitted disparity under Code Section 401(l).

                                       81


         (d)   Safe Harbor Matching or Non-Elective Contributions cannot be used
               to satisfy the Safe Harbor Contribution requirements with respect
               to more than one (1) Plan.

         (e)   A Plan will fail to satisfy the ADP Test Safe Harbor or the ACP
               Test Safe Harbor for a Plan Year unless the Plan Year is twelve
               (12) months in duration or in the case of the first Plan Year of
               a newly established Plan (other than a successor Plan), the Plan
               Year is at least three (3) months in duration (or any shorter
               period in the case of a newly established Employer that
               establishes the Plan as soon as administratively feasible after
               the Employer came into existence). If the Employer amends an
               existing Defined Contribution Plan to offer the Safe Harbor
               provisions, the 401(k) arrangement of the Plan must be at least
               three (3) months in duration.

         (f)   If the Safe Harbor provisions are an amendment and restatement of
               an existing Plan, any contributions made prior to the adoption of
               the Safe Harbor provisions which are subject to a vesting
               schedule will continue to vest according to the vesting schedule
               in effect prior to the amendment or restatement of the Plan.

11.13    ADP TEST SAFE HARBOR

         (a)   The Employer may elect in the Adoption Agreement to make Basic
               Safe Harbor Matching Contributions, Enhanced Safe Harbor Matching
               Contributions or Safe Harbor Non-Elective Contributions.

         (b)   Notwithstanding the requirement in (a) above that the Employer
               make the ADP Test Safe Harbor Contributions to the Defined
               Contribution Plan indicated in the Adoption Agreement, such
               contributions will not be made to this Plan unless the
               requirements of paragraph 11.17 are met.

11.14    ACP TEST SAFE HARBOR
The Employer maintaining a 401(k) Plan may elect in the Adoption Agreement to
make additional Matching Contributions in addition to the Safe Harbor Matching
Contributions made to the Plan. These additional Matching Contributions may be
subject to the ACP Test Safe Harbor requirements instead of testing the
contributions under paragraph 11.2. If the Employer elects using the current
year testing method to test the additional Matching Contributions for
nondiscrimination as set forth in paragraph 11.2, the ACP Test Safe Harbor will
be satisfied if the following conditions are met:

         (a)   no Matching Contribution may be made with respect to a
               Participant's Elective Deferrals and/or Voluntary After-tax
               Contributions which exceed 6% of Compensation;

         (b)   the amount of any discretionary Matching Contribution made after
               the 1999 Plan Year may not exceed 4% of the Participant's
               Compensation;

         (c)   the rate of Matching Contributions made to the Plan may not
               increase as the rate of Elective Deferrals increase;

         (d)   no Highly Compensated Employee may receive a greater rate of
               match than a Non-Highly Compensated Employee; and

         (e)   the Employer must elect in the Adoption Agreement the vesting
               schedule distribution restrictions and eligibility to receive an
               allocation of these additional Matching Contributions.

11.15    SAFE HARBOR STATUS
The Employer may amend a profit-sharing or 401(k) plan during a Plan Year to
comply with the Safe Harbor provisions of this Article for the Plan Year. In
order to comply with these provisions, the Employer must:

         (a)   use the current year testing method;

         (b)   amend the Plan to add the Safe Harbor provisions no later than
               thirty (30) days prior to the end of the Plan Year and apply the
               Safe Harbor provisions for the entire Plan Year;

                                       82


         (c)   satisfy the Safe Harbor contribution requirements using the Safe
               Harbor Non-Elective Contribution;

         (d)   provide the Safe Harbor notice to Participants prior to the
               beginning of the Plan Year for which the Plan amendment applies
               which indicates the Employer will provide Basic or Enhanced
               Matching Contributions or indicates that the Employer may later
               amend the Plan to comply with the Safe Harbor provisions by use
               of the Safe Harbor Non-Elective Contribution;

         (e)   provide an additional notice to Participants at least thirty (30)
               days prior to the end of the Plan Year only in the case of Safe
               Harbor Non-Elective Contribution advising Participants of the
               amendment; and

         (f)   actually provide the notice described in (e) above, should the
               Employer amend the Plan to comply with the Safe Harbor
               requirements.

A Safe Harbor 401(k) Plan may be amended during a Plan Year to reduce or
entirely eliminate on a prospective basis any safe harbor contribution which is
either a Basic or Enhanced Matching Contribution conditioned on the Employer
providing a notice to the Participants which explains the effect of the
amendment and specifies the following:

         (g)   informs the Participants they will have the opportunity to amend
               their Salary Deferral Agreements;

         (h)   the effective date of the amendment is specified;

         (i)   Participants are given the opportunity prior to the effective
               date of the amendment to amend their Salary Deferral Agreement;
               and

         (j)   the amendment to the Plan does not take effect until the later of
               thirty (30) days after the notice of the amendment is provided to
               the Participant or the date the Employer adopts the amendment.

An Employer who amends a Safe Harbor Plan to either reduce or eliminate the Safe
Harbor Matching Contribution under this paragraph or terminates the Plan during
the Plan Year, must continue to comply with all of the Safe Harbor requirements
of this paragraph until the amendment or Plan termination becomes effective. The
Plan must continue to use the current year testing method for the entire Plan
Year and satisfy the nondiscrimination test under paragraph 11.2, and if
applicable the nondiscrimination tests under paragraph 11.6.

11.16    SAFE HARBOR NOTICE REQUIREMENT
The notice requirement is satisfied if each Eligible Employee is given an annual
written notice of the Employee's rights and obligations under the Plan and the
notice provided to the Employee satisfies the content requirement and the timing
requirement mandated under IRS Notices 98-52 and 2000-3.

         (a)   The notice shall be sufficiently accurate and comprehensive to
               inform the Employee of the Employee's rights and obligations
               under the Plan and written in a manner calculated to be
               understood by the average Employee eligible to participate in the
               Plan. The notice shall accurately describe:

               (1)   the Safe Harbor Matching or Non-Elective Contribution
                     Formula (including a description of the levels of Matching
                     Contributions, if any, available under the Plan);

               (2)   any other contributions under the Plan (including the
                     potential for discretionary Matching Contributions) and the
                     conditions under which such contributions are made;

               (3)   the Plan to which the Safe Harbor Contributions will be
                     made (if different than the Plan containing the cash or
                     deferred arrangement);

               (4)   the type and amount of Compensation that may be deferred
                     under the Plan;

                                       83


               (5)   how to make cash or deferred elections, including any
                     administrative requirements that apply to such elections;

               (6)   the periods available under the Plan for making cash or
                     deferred elections; and

               (7)   withdrawal and vesting provisions applicable to
                     contributions under the Plan.

         (b)   If the notice is provided to eligible Employees within a
               reasonable period before the beginning of each Plan Year (or in
               the Plan Year an Employee becomes eligible within a reasonable
               period before the Employee becomes eligible), the Plan shall
               satisfy the Safe Harbor notice requirements. Notwithstanding the
               foregoing general rule, a notice shall only be deemed to be
               provided in timely manner if the notice is provided to each
               Employee who is eligible to participate in the Plan for the Plan
               Year at least thirty (30) days [and no more than ninety (90)
               days] before the beginning of the Plan Year. If an Employee does
               not receive the notice because he or she only becomes eligible to
               participate in the Plan after the ninetieth day before the
               beginning of the Plan Year, the requirement to give the notice
               will be satisfied if the notice is provided not more than ninety
               (90) days before the Employee becomes eligible to participate,
               but in no event later than the date the Employee becomes
               eligible. The preceding sentence shall apply in the case of any
               Employee eligible for the first Plan Year in which an Employee
               becomes eligible under an existing Code Section 401(k) cash or
               deferred arrangement.

         (c)   The Plan may provide the Safe Harbor notice in writing or by
               electronic means. If provided electronically, the notice must be
               no less understandable than a written paper document and at the
               time of delivery of the electronic notice, the Employee is
               advised that he or she may request to receive the notice in
               writing at no additional charge. Supplemental notices may also be
               given electronically under the same conditions.

         (d)   The Plan may also comply with the notice requirements by use of
               the Summary Plan Description. The Safe Harbor notice must
               cross-reference the applicable sections in the Summary Plan
               Description. The information which may be contained in the
               Summary Plan Description, as well as the notice, is the Safe
               Harbor Contribution Formula, including a description of the
               levels of Matching Contributions, if any, how to make Salary
               Deferral elections, including any administrative requirements
               that apply to such elections, and the periods available under the
               Plan for making deferral elections.

11.17    SATISFYING SAFE HARBOR CONTRIBUTION REQUIREMENTS UNDER ANOTHER DEFINED
         CONTRIBUTION PLAN

         (a)   GENERAL REQUIREMENTS - A Safe Harbor Matching or Non-Elective
               Contribution may be made to this Plan or to another Defined
               Contribution Plan maintained by the Employer that satisfies Code
               Sections 401(a) or 403(a). The Employer electing this option
               shall do so by identifying the plan that makes the Safe Harbor
               Contribution in the Adoption Agreement. If the Safe Harbor
               Contributions are made to another Defined Contribution Plan, the
               Safe Harbor Contribution requirements must be satisfied in the
               same manner as if the contributions were being made to this Plan.
               A Safe Harbor Contribution made to another Defined Contribution
               Plan shall not satisfy this Safe Harbor requirement unless each
               Employee eligible to participate in this Plan is eligible to
               participate in the other Defined Contribution Plan under the same
               terms and conditions.

         (b)   SAME PLAN YEAR REQUIREMENT - In order to satisfy the Safe Harbor
               Contribution requirements, this Plan and the other Defined
               Contribution Plan to which the Safe Harbor Contribution is to be
               made must have the same Plan Year.

         (c)   AGGREGATION AND DISAGGREGATION RULES - The rules that apply for
               purposes of aggregating and disaggregating cash or deferred
               arrangement and Plans under Code Sections 401(k) and 401(m) also
               apply for purposes of Code Sections 401(k)(12) and 401(m)(11),
               respectively. All cash or deferred arrangements included in a
               Plan are treated as a single cash or deferred arrangement that
               must satisfy the Safe Harbor Contribution and notice
               requirements. Moreover, two (2) Plans

                                       84


               within the meaning of Regulations Section 1.410(b)-7(b) that are
               treated as a single Plan pursuant to the permissive aggregation
               rules of Treasury Regulations 1.410(b)-7(d) are treated as a
               single Plan for purposes of the Safe Harbor requirements.
               Conversely, a Plan [within the meaning of Code Section 414(l)]
               that includes a cash or deferred arrangement covering both
               collectively bargained employees and noncollectively bargained
               employees is treated as two (2) separate Plans for purposes of
               Code Section 401(k), and the ADP Safe Harbor need not be
               satisfied with respect to both Plans in order for one (1) of the
               Plans to take advantage of the ADP Test Safe Harbor. Similarly,
               if, pursuant to Code Section 410(b)(4)(B), an Employer applies
               Code Section 410(b) separately to the portion of the Plan [within
               the meaning of Code Section 414(l)] that benefits only Employees
               who satisfy age and Service conditions under the Plan that are
               lower than the greatest minimum age and Service conditions
               permitted under Code Section 410(a), the Plan is treated as two
               (2) separate Plans for purposes of Code Section 401(k), and the
               ADP Test Safe Harbor need not be satisfied with respect to both
               plans in order for one (1) of the Plans to take advantage of the
               ADP Test Safe Harbor.

                                       85


                                   ARTICLE XII

                                 ADMINISTRATION

12.1     PLAN ADMINISTRATOR
Unless otherwise provided in a separate Trust agreement, the Plan shall be
administered by the Plan Administrator who shall have the authority to enforce
the Plan on behalf of any persons having or claiming any interest under the Plan
and who shall be responsible for the operation of the Plan in accordance with
its terms. The Plan Administrator shall be the "named fiduciary" for purposes of
ERISA Section 402(a)(2) with the sole authority to control and manage the
operation and administration of the Plan, and will be responsible for complying
with the reporting and disclosure requirements of Part 1 of Subtitle B of Title
I of ERISA and agent for service of legal process with respect to the Plan. The
Plan Administrator shall determine by rules of uniform application all questions
arising out of the administration, interpretation and application of the Plan
which determination(s) shall be conclusive and binding on all parties. The
Employer will serve as Plan Administrator unless an individual or other entity
(excluding the Trustee or Custodian, unless they are the Employer sponsoring the
Plan) is named to serve in such capacity. The Plan Administrator may appoint or
allocate the duties of the Plan Administrator among several individuals or
entities. The Plan Administrator's duties shall include:

         (a)   appointing the Plan's attorney, accountant, Service Provider,
               actuary, Trustee, Custodian, investment manager, or any other
               party needed to administer the Plan;

         (b)   directing the appropriate party with respect to payments from the
               Trust;

         (c)   communicating with Employees regarding their participation and
               benefits under the Plan, including the administration of all
               claims procedures;

         (d)   maintaining all necessary records for the administration of the
               Plan, antidiscrimination testing, and filing any returns and
               reports with the Internal Revenue Service, Department of Labor,
               or any other governmental agency;

         (e)   reviewing and approving any financial reports, investment
               reviews, or other reports prepared by any party appointed by the
               Employer under paragraph (a);

         (f)   establishing a funding policy and investment objectives
               consistent with the purposes of the Plan and ERISA;

         (g)   construing and resolving any question of Plan interpretation and
               questions of fact. The Plan Administrator's interpretation of
               Plan provisions and resolution of questions of facts including
               eligibility and amount of benefits under the Plan is final and
               unless it can be shown to be arbitrary and capricious, will not
               be subject to "de novo" review;

         (h)   monitoring the activities of the Trustee and the performance of,
               and making changes when necessary to, the portfolio of the Plan;

         (i)   obtaining a legal determination of the qualified status of all
               domestic relations orders and complying with the requirements of
               the law with regard thereto;

         (j)   administering the loan program including ensuring that any and
               all loans made by the Plan are in compliance with the
               requirements of the Internal Revenue Code and the Regulations
               issued thereunder, and the Regulations issued by the Department
               of Labor;

         (k)   determining from the records of the Employer, the Compensation,
               Service, records, status, and the other facts regarding
               Participants and Employees;

                                       86


         (l)   to the extent provided in the Adoption Agreement, directing the
               Trustee or Custodian with respect to the investments, in the Plan
               Administrator's capacity as named fiduciary; and

         (m)   the right to employ others, including legal counsel who may, but
               need not, be counsel to the Employer, to render advice regarding
               any questions which may arise with respect to its rights, duties
               and responsibilities under the Plan, and may rely upon the
               opinions or certificates of any such person.

12.2     PERSONS SERVING AS PLAN ADMINISTRATOR
Unless otherwise provided in a separate Trust agreement, if the Employer is no
longer in existence, and the Plan or the Employer does not specify the person to
take an action or otherwise serve in the place of the Employer in connection
with the operation of the Plan, the Plan Administrator shall so act or serve,
but if there is no person serving as Plan Administrator, then a successor shall
be designated in writing by a majority of Participants whose accounts under the
Plan have not yet been fully distributed at such time. A majority of the legally
competent Beneficiaries of a deceased Participant then entitled to receive
benefits may exercise the deceased Participant's rights to participate in that
designation and shall be considered for that purpose to be one Participant, in
the Participant's place.

12.3     ACTION BY EMPLOYER
Action by the Employer under the Plan shall be carried out by the sole
proprietor, if the Employer is a sole proprietorship, by a general partner of
the Employer, if the Employer is a partnership, or by the board of directors or
a duly authorized officer of the Employer, if the Employer is a corporation. If
the Employer is no longer in existence, and the Plan does not specify the person
to take an action, or otherwise serve in the place of the Employer, in
connection with the operation of the Plan, the Plan Administrator shall so act
or serve, but if there is no person serving as Plan Administrator, such action
shall be taken by a person selected following the approach referred to in
paragraph 12.2. The Trustee/Custodian shall have, and assume, no responsibility
for inquiring into the authority of any person purporting to act on behalf of an
Employer.

12.4     RESPONSIBILITIES OF THE PARTIES
Unless otherwise provided in a separate Trust agreement:

         (a)   The Employer and the Plan Administrator shall cooperate with each
               other in all respects, including the provision to each other of
               records and other information relating to the Plan, as may be
               necessary or appropriate for the proper operation of the Plan or
               as may be required under the Code or ERISA.

         (b)   The Plan Administrator may delegate in writing all or any part of
               the Plan Administrator's responsibilities under the Plan to
               agents or others by written agreement communicated to the
               delegate and to the Employer or, if the Employer is no longer in
               existence, to such person or persons selected following the
               approach in paragraph 12.2 and, in the same manner, may revoke
               any such delegation of responsibility. Any action of a delegate
               in the exercise of such delegated responsibilities shall have the
               same force and effect for all purposes as if such action had been
               taken by the Plan Administrator. The delegate shall have the
               right, in such person's sole discretion, by written instrument
               delivered to the Plan Administrator, to reject and refuse to
               exercise any such delegated authority. The Trustee/Custodian need
               not act on instructions of such a delegate despite any knowledge
               of such delegation, but may require the Plan Administrator to
               give the Trustee/Custodian all instructions necessary under the
               Plan.

12.5     ALLOCATION OF INVESTMENT RESPONSIBILITY
Unless otherwise provided in a separate Trust agreement, responsibility with
respect to the investment of the Trust shall as elected in the Adoption
Agreement. The amounts allocated to Participants' accounts shall be invested by
the Trustee or Custodian pursuant to the elections in the Adoption Agreement,
Articles XII and XIII as applicable, and in accordance with investment
directions from authorized parties as provided hereunder.

                                       87


12.6     APPOINTMENT OF INVESTMENT MANAGER
Unless otherwise provided in a separate Trust agreement, the appointment of an
investment manager shall be made in accordance with this Article. If an
investment manager is appointed, such entity or individual must be registered as
an investment manager under the Investment Advisors Act of 1940 or under
applicable state law, meet the requirements of ERISA Section 3(38) or be a bank
as defined in said Act or an insurance company qualified under the laws of more
than one state to perform investment management services. An investment manager
shall acknowledge in writing its appointment and fiduciary status hereunder and
shall agree to comply with all applicable provisions of this document. The
investment manager shall have the investment powers granted the Trustee in
paragraph 13.8 except to the extent the investment manager's powers are limited
by the investment management agreement. A copy of the investment management
agreement (and any modifications or termination thereof) must be provided to the
Trustee or Custodian. Written notice of each appointment of an investment
manager shall be given to the Trustee or Custodian in advance of the effective
date of the appointment. Such notice or agreement shall specify what portion of
the Trust Fund will be subject to the investment manager's discretion.

12.7     PARTICIPANT INVESTMENT DIRECTION
Unless otherwise provided in a separate Trust agreement, and if elected by the
Employer in the Adoption Agreement, Participants shall be given the option to
direct the investment of such part of their account balances as specified
therein. The Employer or the Named Investment Fiduciary from time to time shall
select the investments to be made available, including the appointment of any
investment manager who meets the requirements of ERISA Section 3(38) to manage
the assets of any Participant's account. The Employer or the Named Investment
Fiduciary, independent of the Trustee, shall be responsible for reviewing the
performance of such investments. The following administrative procedures shall
apply to the administration of investments selected by the Employer or the
Employer's designated fiduciary:

         (a)   The Plan Administrator shall administer the program.

         (b)   At the time an Employee becomes eligible for the Plan, he or she
               shall provide the Plan Administrator an investment designation
               stating the percentage of his or her contributions to be invested
               in the available investments.

         (c)   A Participant may change his or her election with respect to
               future contributions by notifying the Employer, Trustee/Custodian
               or other Service Provider, as they shall mutually agree, in
               accordance with the procedures established by the Plan
               Administrator.

         (d)   A Participant may transfer or exchange his or her balance from
               one investment alternative to another by notifying the Employer,
               Trustee/Custodian or other Service Provider, as they shall
               mutually agree, in accordance with the procedures established by
               the Plan Administrator.

         (e)   The investment alternatives offered under the Plan may be limited
               in a uniform and nondiscriminatory manner. Investments may be
               restricted to specific investment alternatives selected,
               including but not limited to, certain mutual funds, investment
               contracts, collective funds or deposit accounts. If investments
               outside the alternatives selected are permitted, Participants may
               not direct that investments be made in collectibles other than
               U.S. Government or state issued gold and silver coins.

         (f)   The Plan Administrator may permit, in a uniform and
               nondiscriminatory manner, a Beneficiary of a deceased Participant
               or alternate payee under a Qualified Domestic Relations Order [as
               defined in Code Section 414(p)] to individually direct their
               account in accordance with this paragraph.

         (g)   Investment directions will be processed as soon as
               administratively practicable after proper investment directions
               are received from the Participant. The Employer, Plan
               Administrator, Service Provider, Trustee and/or Custodian cannot
               provide any guarantee of the timing of processing of any
               investment directive. The Employer, Plan Administrator, Service
               Provider, Trustee and/or Custodian reserve the right not to value
               an investment alternative or a Participant's account on any given
               Valuation Date for any reason deemed appropriate by the Employer
               or Plan Administrator. The Employer, Plan Administrator, Service
               Provider, Trustee and/or Custodian

                                       88


               further reserve the right to delay the processing of any
               investment transaction for any legitimate business reason
               including but not limited to failure of systems or computer
               programs, failure of the means of the transmission of data, force
               majeure, the failure of a Service Provider to timely receive
               values or prices, to correct its errors or omissions or the
               errors or omissions of any Service Provider.

         (h)   Notwithstanding the foregoing, and regardless of a Participant's
               authority to direct the investment of assets allocated to his or
               her account, the Named Investment Fiduciary is authorized and
               empowered to direct the Trustee to invest funds in short term
               investments pending other investment instructions by the Plan
               Administrator.

12.8     APPLICATION OF ERISA SECTION 404(c)
Unless otherwise provided in a separate Trust agreement, if elected by the
Employer in the Adoption Agreement, all Participant accounts under the Plan
shall be invested as elected by each Participant in a broad range of investment
options made available from time to time by the Employer for this purpose. If
the Employer further elects that the Plan is intended to qualify as an "ERISA
Section 404(c) Plan" within the meaning of Regulations issued pursuant to such
section, Participants shall have the opportunity, at least once in any three (3)
month period, to give investment instructions (with an opportunity to obtain
written confirmation of such instructions) as to the investment of contributions
made on his or her behalf among the available investment options. The Plan
Administrator shall be obligated to comply with such instructions except as
otherwise provided in the Regulations issued under ERISA Section 404(c).

The Plan Administrator will provide or will make arrangement to provide each
Participant with a description of the investment alternatives available under
the Plan; and with respect to each designated investment alternative, a general
description of the investments objectives, risk and return characteristics of
each alternative, including information relating to the type and diversification
of assets comprising the investment portfolio.

The Plan Administrator by separate document may prescribe the form and the
manner in which such direction shall be made, as well as the frequency with
which such directions may be made or changed and the dates as of which they
shall be effective, in a manner consistent with the foregoing. The Plan
Administrator (or a person or entity so designated by the Employer) shall be the
fiduciary identified to furnish the information as contemplated by ERISA Section
404(c), but may designate on its behalf another person or entity to provide such
information or to perform any of the obligations of the Plan Administrator under
this paragraph.

Except as otherwise provided in this Basic Plan Document #01, the Trustee,
Custodian, the Employer, or any fiduciary of the Plan shall not be liable to the
Participant or any of his or her Beneficiaries for any loss resulting from
action taken at the direction of the Participant. All fiduciaries of the Plan
shall be relieved of their fiduciary liability with respect to the Participant
directing his or her investments pursuant to ERISA Section 404(c) if elected by
the Employer in the Adoption Agreement of its intention to comply with ERISA
Section 404(c).

Any costs and expenses related to compliance with the Participant's directions
shall be borne by the Participant's directed account, unless paid by the
Employer.

12.9     PARTICIPANT LOANS
Unless otherwise provided in a separate Trust agreement, if permitted by the
Employer in the Adoption Agreement, a Plan Participant and Beneficiaries who are
parties-in-interest as defined in ERISA Section 3(14) may make application to
the Plan Administrator requesting a loan from the Plan. The Plan Administrator
shall have the sole right to approve or deny a Participant's application
provided that loans shall be made available to all Participants on a reasonably
equivalent basis. Loans shall not be made available to Highly Compensated
Employees in an amount greater than the amount made available to other
Participants. Any loan granted under the Plan shall be made in accordance with
the terms of a written loan policy adopted by the Employer which is hereby
incorporated by reference and made a part of this Basic Plan Document #01. The
loan policy may be amended in writing from time to time without the necessity of
amending this paragraph and shall be subject to the following rules to the
extent such rules are not inconsistent with such loan policy.

                                       89


         (a)   No loan, when aggregated with any outstanding loan(s) to the
               Participant, shall exceed the lesser of (i) $50,000 reduced by
               the excess, if any, of the Participant's highest outstanding
               balance of all loans on any day during the one (1) year period
               ending on the day before the loan is made, over the outstanding
               balance of loans from the Plan on the date the Participant's loan
               is made or (ii) one-half of the fair market value of the
               Participant's Vested Account Balance consisting of contributions
               as specified in the loan policy. An election may be made in the
               loan policy, that if the Participant's Vested Account Balance is
               $20,000 or less, the maximum loan shall not exceed the lesser of
               $10,000 or 100% of the Participant's Vested Account Balance. For
               the purpose of the above limitation, all loans from all plans of
               the Employer and other members of a group of employers described
               in Code Sections 414(b), 414(c), and 414(m) are aggregated. An
               assignment or pledge of any portion of the Participant's interest
               in the Plan and a loan, pledge, or assignment with respect to any
               insurance contract purchased under the Plan, will be treated as a
               loan under this paragraph.

         (b)   All applications must be in accordance with procedures adopted by
               the Plan Administrator.

         (c)   Any loan shall bear interest at a rate reasonable at the time of
               application, considering the purpose of the loan and the rate
               being charged by representative commercial banks in the local
               area for a similar loan unless the Plan Administrator sets forth
               a different method for determining loan interest rates in its
               written loan procedures. The loan agreement shall also provide
               that the payment of principal and interest be amortized in level
               payments not less frequently than quarterly.

         (d)   The term of such loan shall not exceed a period of five (5) years
               except in the case of a loan for the purpose of acquiring any
               house, apartment, condominium, or mobile home that is used or is
               to be used within a reasonable time as the principal residence of
               the Participant. The Plan Administrator in accordance with the
               Plan's loan policy shall determine the term of such loan.

         (e)   The principal and interest paid by a Participant on his or her
               loan shall be credited to the Plan in the same manner as for any
               other Plan investment. Unless otherwise provided in the loan
               policy, loans will be treated as segregated investments of the
               individual Participant on whose behalf the loan was made. This
               provision is not available if its election will result in
               discrimination in the operation of the Plan.

         (f)   If the Plan Administrator approves a Participant's loan request,
               it shall be evidenced by a note, loan agreement, and assignment
               of up to 50% of his or her interest in the Trust as collateral
               for the loan. The Participant, except in the case of a
               profit-sharing plan satisfying the requirements of paragraph 8.7,
               must obtain the consent of his or her Spouse, if any, within the
               ninety (90) day period before the time his or her account balance
               is used as security for the loan. A new consent is required if
               the account balance is used for any renegotiation, extension,
               renewal or other revision of the loan, including an increase in
               the loan amount. The consent must be written, must acknowledge
               the effect of the loan, and must be witnessed by a Plan
               representative or notary public. Such consent shall subsequently
               be binding with respect to the consenting Spouse or any
               subsequent Spouse.

         (g)   If a valid Spousal consent has been obtained in accordance with
               (f), then, notwithstanding any other provision of this Plan, the
               portion of the Participant's Vested Account Balance used as a
               security interest held by the Plan by reason of a loan
               outstanding to the Participant shall be taken into account for
               purposes of determining the amount of the account balance payable
               at the time of death or distribution, but only if the reduction
               is used as repayment of the loan. If less than 100% of the
               Participant's Vested Account Balance (determined without regard
               to the preceding sentence) is payable to the surviving Spouse,
               then the account balance shall be adjusted by first reducing the
               Vested Account Balance by the amount of the security used as
               repayment of the loan, and then determining the benefit payable
               to the surviving Spouse.

                                       90


         (h)   Any loan made hereunder shall be subject to the provisions of a
               loan agreement, promissory note, security agreement, payroll
               withholding authorization and, if applicable, financial
               disclosure. Such documentation may contain additional loan terms
               and conditions not specifically itemized in this section provided
               that such terms and conditions do not conflict with this section.
               Such additional terms and conditions may include, but are not
               limited to, procedures regarding default, a grace period for
               missed payments, and acceleration of a loan's maturity date on
               specific events such as termination of employment.

         (i)   No loans will be made to Owner-Employees or Shareholder
               Employees, unless the Employer obtains a prohibited transaction
               exemption from the Department of Labor.

         (j)   Liquidation of a Participant's assets for the purpose of the loan
               will be allocated on a pro-rata basis across all the investment
               alternatives in a Participant's account, unless otherwise
               specified by the Participant, Plan Administrator, or the Plan's
               loan policy.

         (k)   If a request for a loan is approved by the Plan Administrator,
               funds shall be withdrawn from the recordkeeping subaccounts
               specified by the Participant or in the absence of such a
               specification, from the recordkeeping subaccounts in the order
               specified in the loan policy.

         (l)   If a Plan permits loans to Participants, the Trustee/Custodian
               may appoint the Employer as its agent, and if the Employer
               accepts such appointment, agree to hold all notes and other
               evidence of any loans made to Participants. If provided in the
               loan policy, the Plan Administrator may also require additional
               collateral in order to adequately secure the loan. The Employer
               shall hold such notes and evidence under such conditions of
               safekeeping as is prudent and as required by ERISA. The
               Trustee/Custodian may account for all loans in the aggregate so
               that all Participant loans will be shown collectively as a single
               asset of the Plan.

         (m)   Unless otherwise elected in the Adoption Agreement, loan payments
               will be suspended under this Plan as permitted under Code Section
               414(u).

12.10    INSURANCE POLICIES
Unless otherwise provided in a separate Trust agreement, if elected by the
Employer in the Adoption Agreement and agreed to by the Trustee or Custodian,
Participants may purchase life insurance policies under the Plan. Any life
insurance premium paid for any Participant out of the Employer contributions
will be made on behalf of the Participant unless the amount of such payment,
plus all premiums previously paid on behalf of such Participant is (a) with
respect to ordinary life insurance policies, less than fifty percent (50%) of
the Employer Contributions and forfeitures allocated to the Participant's
account determined on the date the premium is paid, (b) with respect to term and
universal life policies, less than twenty-five percent (25%) of such allocation
amounts, or (c) a combination of ordinary life and term and/or universal life
insurance policies are purchased, the sum of the term and universal life
insurance premiums plus one-half of the ordinary life premiums may not exceed
twenty-five percent (25%) of such amounts allocated. Dividends received on life
insurance policies shall be considered a reduction of premiums paid in such
computations. If the Plan established is a profit sharing plan, the incidental
insurance benefit requirement is not applicable if the Plan purchases life
insurance benefits from only Employer contributions which have been allocated to
the Participant's account for at least two years.

         (a)   The Named Investment Fiduciary or its agent shall select the
               insurance company and the policy and direct the Trustee (or
               Custodian) as to the purchase of the insurance contract. Such
               direction shall include but not be limited to the term, price and
               the insurance company from which the policy should be purchased.

         (b)   The Trustee, if the Plan is trusteed, or Custodian, if the Plan
               has a custodial account, shall apply for and will be the owner of
               any insurance contract and named beneficiary of any policies
               purchased under the terms of this Plan. The insurance contract(s)
               must provide that proceeds will be payable to the Trustee (or
               Custodian, if applicable), however the Trustee (or Custodian)
               shall be required to pay over all the proceeds of the contract(s)
               to the Participant's designated Beneficiary in accordance with
               the distributions provisions of this Plan. A Participant's Spouse

                                       91


               will be the designated Beneficiary of the proceeds in all
               circumstances unless a qualified election has been made in
               accordance with paragraph 8.4, Joint and Survivor Annuity
               requirements, if applicable. Under no circumstances shall the
               Trust (or custodial account) retain any part of the proceeds. In
               the event of any conflict between the terms of this Basic Plan
               Document #01 and the terms of any insurance contract purchased
               hereunder, these Plan provisions shall control. The Beneficiary
               of a deceased Participant shall receive, in addition to the
               proceeds of the Participant's policy or policies, the amount
               credited to such Participant's account.

         (c)   A Participant who is uninsurable or insurable at substandard
               rates may elect to receive a reduced amount of insurance, if
               available, or may waive the purchase of any insurance.

         (d)   All dividends or other returns received on any policy purchased
               shall be applied to reduce the next premium due on such policy,
               or if no further premium is due, such amount shall be credited to
               the Trust as part of the account of the Participant for whom the
               policy is held.

         (e)   If Employer contributions are inadequate to pay all premiums on
               all insurance policies, the Trustee or Custodian may, at the
               option of the Employer, utilize other amounts remaining in each
               Participant's account to pay the premiums on his or her
               respective policy or policies, allow the policies to lapse,
               reduce the policies to a level at which they may be maintained,
               or borrow against the policies on a prorated basis, provided that
               the borrowing does not discriminate in favor of the policies on
               the lives of Highly Compensated Employees.

         (f)   On retirement or termination of employment of a Participant,
               termination of the Plan, or the contract would but for the sale,
               be surrendered by the Plan, the Employer shall direct the Trustee
               or Custodian to surrender the Participant's policy and credit the
               proceeds to his or her account for distribution under the terms
               of the Plan. However, before so doing, the Trustee or Custodian
               shall first offer to transfer ownership of the policy to the
               Participant. Prior to such transfer, the Participant may elect to
               make payment to the Trust of the cash value of the policy. Such
               payment shall be credited to the Participant's account for
               distribution under the terms of the Plan. All distributions
               resulting from the application of this paragraph shall be subject
               to the Joint and Survivor Annuity Rules of Article VIII, if
               applicable.

         (g)   The Employer shall be solely responsible to ensure the insurance
               provisions are administered properly and that if there is any
               conflict between the provisions of this Plan and any insurance
               contracts issued, the terms of this document will control.

         (h)   Notwithstanding the above, in profit-sharing plans, the
               limitations imposed herein with respect to the purchase of life
               insurance shall not apply to any Participant who has participated
               in this Plan for five (5) or more years or to the portion of a
               Participant's Vested Account Balance, that would be eligible for
               withdrawal under paragraph 6.8 whether or not in-service
               withdrawals are actually allowed under the Plan, that has
               accumulated for at least two (2) Plan Years. No amount of
               Qualified Voluntary Contributions made to the Plan may be used to
               purchase life insurance. In addition, under such Plans, a
               Participant may, subject to the limitations set forth in this
               subparagraph, elect to have keyman life insurance purchased on
               the life of any Participant who is considered essential to the
               success of the Employer's business. In such case, the proceeds of
               such a life insurance contract in excess of such contract's cash
               value as of the date of death of such insured shall be paid to
               the Beneficiaries named with respect to such contract. Death
               benefits, including those in the previous sentence, payable from
               a life insurance contract shall be paid in accordance with
               paragraph 8.7, if this Plan meets the safe harbor provisions in
               that paragraph, or in accordance with paragraph 8.2 or 8.3,
               whichever may be applicable. The cash value of the contract shall
               be added to the Participant's Vested Account Balance.

         (i)   No insurance contract will be purchased under the Plan unless
               such contract or a separate definite written agreement between
               the Employer and the insurer provides that no value under
               contracts providing benefits under the Plan or credits determined
               by the insurer (on account of dividends, earnings, or other
               experience rating credits, or surrender or cancellation credits)
               with respect to

                                       92


               such contracts may be paid or returned to the Employer or
               diverted to or used for other than the exclusive benefit of the
               Participants or their Beneficiaries. However, any contribution
               made by the Employer because of a mistake of fact must be
               returned to the Employer within one (1) year of the contribution.

         (j)   If this Plan is funded by individual contracts that provide a
               Participant's benefit under the Plan, such individual contracts
               shall constitute the Participant's account balance. If this Plan
               is funded by group contracts, under the group annuity or group
               insurance contract, premiums or other consideration received by
               the insurance company must be allocated to Participants' accounts
               under the Plan.

         (k)   For Plans funded with individual or group annuity contracts, no
               Trustee or Custodian is required to hold the assets of the Plan.
               Accordingly, any references to the Trust, the Trust fund or the
               fund collectively refers to any contracts issued by an insurance
               company to fund a Plan established under this document.

12.11    DETERMINATION OF QUALIFIED DOMESTIC RELATIONS ORDER (QDRO OR ORDER)
Unless otherwise provided in a separate Trust agreement, a domestic relations
order shall specifically state all of the following in order to be deemed a
Qualified Domestic Relations Order ("QDRO"):

         (a)   The name and last known mailing address (if any) of the
               Participant and of each alternate payee covered by the QDRO.
               However, if the QDRO does not specify the current mailing address
               of the alternate payee, but the Plan Administrator has
               independent knowledge of that address, the QDRO will still be
               valid.

         (b)   The dollar amount or percentage of the Participant's benefit to
               be paid by the Plan to each alternate payee, or the manner in
               which the amount or percentage will be determined.

         (c)   The number of payments or period for which the order applies.

         (d)   The specific Plan (by name) to which the domestic relations order
               applies.

The domestic relations order shall not be deemed a QDRO if it requires the Plan
to provide:

         (e)   any type or form of benefit or any option not already provided
               for in the Plan;

         (f)   increased benefits or benefits in excess of the Participant's
               vested rights;

         (g)   payment of a benefit earlier than allowed by the Plan's earliest
               retirement provisions or, in the case of a profit-sharing or
               401(k) plan, prior to the first date on which an in-service
               withdrawal is allowed; or

         (h)   payment of benefits to an alternate payee which are required to
               be paid to another alternate payee under another QDRO.

Upon receipt of a domestic relations order ("Order") which may or may not be
"qualified", the Plan Administrator shall notify the Participant and any
alternate payee(s) named in the Order of such receipt, and forward either a copy
of this paragraph or other written QDRO policies and procedures. The Plan
Administrator shall establish written procedures to establish the qualified
status of a domestic relations order, which may include forwarding the Order to
the Plan's legal counsel for an opinion as to whether or not the Order is in
fact "qualified" as defined in Code Section 414(p). Within a reasonable time
after receipt of the Order, not to exceed sixty (60) days, the Plan
Administrator shall make a determination as to its "qualified" status and the
Participant and any alternate payee(s) shall be promptly notified in writing of
the determination.

If the "qualified" status of the Order is in question, there will be a delay in
any payout to any payee including the Participant, until the status is resolved.
In such event, the Plan Administrator shall segregate the amount that would have
been payable to the alternate payee(s) if the Order had been deemed a QDRO. If
the Order is not qualified or

                                       93


the status is not resolved (for example, it has been sent back to the court for
clarification or modification) within eighteen (18) months beginning with the
date the first payment would have to be made under the Order, the Plan
Administrator shall pay the segregated amounts plus interest to the person(s)
who would have been entitled to the benefits had there been no Order. If a
determination as to the qualified status of the Order is made after the eighteen
(18) month period described above, then the Order shall only be applied on a
prospective basis. If the Order is determined to be a QDRO, the Participant and
alternate payee(s) shall again be notified promptly after such determination.
Once an Order is deemed a QDRO, the Plan Administrator shall pay to the
alternate payee(s) all the amounts due under the QDRO, including segregated
amounts plus earnings, if any, which may have accrued during a dispute as to the
Order's qualification.

Unless specified otherwise in the Adoption Agreement or in a separate Trust
agreement, the QDRO retirement age with regard to the Participant against whom
the order is entered shall be the date the order is determined to be qualified.
These provisions will only allow distributions to the alternate payee(s) and not
the Participant.

12.12    RECEIPT AND RELEASE FOR PAYMENTS
Unless otherwise provided in a separate Trust agreement, any payment to any
Participant, his legal representative, Beneficiary, or to any guardian or
committee appointed for such Participant or Beneficiary in accordance with the
provisions of the Plan shall be in full satisfaction of all claims hereunder
against the Trustee, Employer or Plan Administrator each of whom may require
such Participant, legal representative, Beneficiary, guardian or committee as a
condition prior to such payment, to execute a receipt and release in such form
as shall be determined by the Trustee, Employer or Plan Administrator.

12.13    RESIGNATION AND REMOVAL
Unless otherwise provided in a separate Trust agreement, an individual serving
as Plan Administrator may resign by giving written notice to the Employer, or if
the Employer is no longer in existence, to the Trustee/Custodian, not less than
thirty (30) days before the effective date of the individual's resignation. The
Plan Administrator may be removed upon thirty (30) days prior written notice to
the Plan Administrator, with or without cause, by the Employer, or if the
Employer is no longer in existence, by a majority of the Participants and
Beneficiaries following the approach referred to in paragraph 12.2. A notice
period provided for in this paragraph 12.13 may be waived or reduced if
acceptable to the parties involved. The Employer, if in existence, shall be the
successor to the position involved, or the Employer may appoint a successor to a
person who has resigned or been removed as Plan Administrator, but if the
Employer is no longer in existence, the appointment shall be made by a majority
of the Participants and Beneficiaries following the approach referred to in
paragraph 12.2. When the Plan Administrator's resignation or removal becomes
effective, the Plan Administrator shall perform all acts necessary to transfer
all relevant records to its successor. A successor Plan Administrator shall have
all the rights and powers and all of the duties and obligations of the original
Plan Administrator but shall have no responsibility for acts or omissions before
the successor became Plan Administrator.

12.14    CLAIMS AND CLAIMS REVIEW PROCEDURE
Unless otherwise provided in a separate Trust agreement, if any Employee,
Participant, Beneficiary or any other person claims to be entitled to benefits
under the Plan, and the Plan Administrator denies that claim in whole or in
part, the Plan Administrator shall, in writing, within ninety (90) days notify
the claimant that his claim has been denied in whole or in part, setting forth
the specific reason or reasons for the denial, specific reference to pertinent
Plan provisions upon which the denial is based, a description of any additional
material or information which may be needed to clarify the claim, including an
explanation of why such information is necessary, and shall refer to the claims
review procedure as set forth in this paragraph 12.14. Within sixty (60) days
after the mailing or delivery by the Plan Administrator of such notice, the
claimant may request, by written notice to the Plan Administrator, a review by
the Employer of the decision denying the claim. The claimant may examine
documents pertinent to the review and may submit written issues and comments to
the Plan Administrator. If the claimant fails to request such a hearing within
such sixty (60) day period, it shall be conclusively determined for all purposes
of this Plan that the denial of such claim is correct. If the claimant requests
a review within the sixty (60) day period, the Plan Administrator shall
designate a time, which time shall be no less than ten (10) nor more than
forty-five (45) days from the date of receipt by the Plan Administrator of the
claimant's notice to the Plan Administrator, and a place for such hearing, and
shall promptly notify such claimant of such time and place. Within forty-five
(45) days after the conclusion of the hearing, including any extensions of the
date thereof mutually agreed to by the claimant and the Plan Administrator, the
Plan Administrator shall communicate to the claimant the Plan Administrator's
decision in

                                       94


writing, and if the Plan Administrator confirms the denial, in whole
or in part, the communication shall set forth the specific reason or reasons for
the decision and specific reference to those Plan provisions upon which the
decision is based.

12.15    BONDING
Every fiduciary, except for a bank, trust company or an insurance company,
unless otherwise exempted by ERISA and the Regulations issued thereunder shall
be bonded in an amount not less than 10% of the amount of the funds such
fiduciary handles; provided however, that the minimum bond shall be $1,000 and
the maximum bond $500,000. The amount of funds handled shall be determined at
the beginning of each Plan Year by the amount of funds handled by such person,
group or class to be covered and their predecessors, if any, during the
preceding Plan Year, or if there is no preceding Plan Year, then by the amount
of the funds to be handled during the then current year. The bond shall provide
protection to the Plan against any loss by reason of acts of fraud or dishonesty
by the fiduciary either acting alone or in concert with others. The surety shall
be a corporate surety company [as the term is used in ERISA Section 412(a)(2)],
and the bond shall be in a form approved by the Secretary of Labor.
Notwithstanding anything in the Plan to the contrary, the costs of such bonds
shall be an expense of and may, at the election of the Plan Administrator, be
paid from the Trust or by the Employer.

                                       95


                                  ARTICLE XIII

                                TRUST PROVISIONS

13.1     ESTABLISHMENT OF THE TRUST

         (a)   The Employer shall appoint within the Adoption Agreement who may
               be the Sponsor (or an affiliate) of this Basic Plan Document #01
               or an individual(s), institution or other party, to serve as
               Trustee or Custodian (if applicable) of the Plan. The Employer
               shall also have the right, but is not required, to appoint a
               Custodian in the Adoption Agreement to have custody of the Plan's
               assets. The Employer may execute a separate trust or custodial
               agreement outlining the Trustee's or Custodian's duties and
               responsibilities which shall be incorporated by reference and
               made part of this Basic Plan Document #01. No such ancillary
               agreement may conflict with any provision(s) of this document.
               Any provision which would jeopardize the tax-qualified status of
               this Plan shall be null and void. Unless otherwise elected in the
               Adoption Agreement, the Trust and/or Custodial provisions of this
               Article XIII and Article XII, as applicable, of the Basic Plan
               Document #01 together with any such ancillary agreement shall be
               operative. If the Sponsor is a bank, trust company or other
               financial organization, a person or institution other than the
               Sponsor or its affiliate may not serve as Trustee or Custodian of
               the Plan without the express written consent of the Sponsor. If a
               financial organization is the Sponsor, and is not named Trustee,
               the Sponsor may serve as Custodian under the Plan as provided at
               paragraph 13.13 herein. The Trustee shall invest the Trust Fund
               in any of the investment alternatives as provided in paragraph
               13.8. If a Custodian is appointed, the Trust Fund shall be
               invested in accordance with paragraph 13.14.

         (b)   The Employer establishes with the Trustee a Trust which shall
               consist of all money and property received under Articles III and
               IV of this document, increased by any income on or increment in
               such value of assets and decreased by any investment loss,
               expense, benefit payment, withdrawal or other distribution by the
               Trustee in accordance with the provisions of the Plan. The
               Trustee/Custodian shall hold the Trust fund without distinction
               between principal and income. The Trust fund will be held,
               invested, reinvested and administered by the Trustee in
               accordance with this Article and any ancillary documents as
               provided for in this Article.

13.2     CONTROL OF PLAN ASSETS
The assets of the Trust or evidence of ownership shall be held by the Trustee
and/or the Custodian under the terms of the Basic Plan Document #01. If the
assets represent amounts transferred from another trustee or custodian under a
former plan, the Trustee and/or Custodian named hereunder shall not be
responsible for any actions of the prior fiduciary including the propriety of
any investment decision made by the prior trustee/custodian under any prior
plan. Instead, the Employer shall be responsible for such actions.

13.3     DISCRETIONARY TRUSTEE
If the Employer elects in the Adoption Agreement, or otherwise appoints the
Trustee to act in the capacity of discretionary Trustee, the Trustee shall
invest the Trust in accordance with the Plan's investment policy statement and
the investment alternatives permitted at paragraph 13.8 herein. The Trustee will
have the discretion and authority to invest, manage and control those Plan
assets except those assets which are subject to the investment direction of a
Participant (if Participant direction is permitted), or an investment manager or
Named Investment Fiduciary, or other agent properly appointed by the Employer.
The exercise of any investment direction hereunder shall be consistent with the
investment policy of the Plan. The Trustee shall also perform custodial
functions described at paragraph 13.14 hereof for the Trust with respect to Plan
assets over which the Trustee has investment management responsibility. The
Trustee may also perform custodial functions for the Trust with respect to Plan
assets the Trustee does not manage, to the extent agreed to between the Trustee
and the Employer, if the Trustee is appointed Custodian for some or all of such
assets in accordance with the terms of the Plan. The Trustee may execute any
additional documents as required which shall be treated as an addendum to this
Basic Plan Document #01. No such agreement may conflict with any provision nor
shall any provision in such an agreement jeopardize the tax-qualified status of
the Plan. Any such provision shall be null and void. The Trustee's
administrative duties shall be limited to those agreed to between the parties.
The Employer or its designate shall be responsible for other administrative
duties required under the Plan or by applicable law.

                                       96


13.4     NONDISCRETIONARY TRUSTEE
If the Employer elects in the Adoption Agreement or as otherwise agreed
to in writing, the Trustee may act in the capacity of a nondiscretionary
Trustee. In this capacity, the Trustee shall have no discretionary authority to
invest, manage or control Plan assets and is authorized solely to make and hold
investments only as directed pursuant to paragraph 12.5. The nondiscretionary
Trustee shall have the same rights, powers and duties as the discretionary
Trustee but exercises such authority in accordance with the direction of the
party which has the authority to manage and control the investment of Plan
assets. If directions are not provided to the Trustee, the Employer will provide
such necessary direction.

13.5     PROVISIONS RELATING TO INDIVIDUAL TRUSTEES

         (a)   Notwithstanding any other provisions of the Plan to the contrary,
               the provisions of this paragraph shall apply if one (1) or more
               individuals are named as Trustee(s) in the Adoption Agreement and
               shall not apply to any institutional Trustee named in the
               Adoption Agreement.

         (b)   If there shall be more than one individual acting in the capacity
               of Trustee, they shall act by a majority of their number, unless
               they unanimously decide that one (1) or more of them may act on
               the matter or category of matters involved without the approval
               of the others and they may authorize in writing that one (1) or
               more of them shall act on their behalf including but not limited
               to executing documents and authorizing distributions on behalf of
               the Trustees.

         (c)   Any person may rely, without having to make further inquiry, upon
               instructions appearing to be genuine instructions from any
               individual serving as Trustee as being the will, intent and
               action of all individuals so serving if no allocation of duties
               has been made.

         (d)   The Trustee shall be paid such reasonable compensation for
               services as shall from time to time be agreed upon in writing by
               the Employer and the Trustee, provided that an individual serving
               as Trustee who already receives full-time Compensation from the
               Employer shall not receive compensation for serving as such from
               the Plan.

13.6     INVESTMENT INSTRUCTIONS
Any investment directive shall be made in writing or such other form as agreed
to by the Employer, Trustee/Custodian and the investment manager. In the absence
of such directive, cash shall be automatically invested in such investment or
investments as the Employer or Named Investment Fiduciary shall select from the
investments made available for that purpose unless and until the person or
persons responsible for giving directions directs otherwise. Such automatic
investment shall be made at regular intervals and pursuant to procedures
established by the parties (which procedures may without limitation, provide for
more frequent intervals only if uninvested balances exceed a stated amount).
Absent a contrary direction in accordance with the preceding provisions of this
paragraph 13.6, such instructions regarding the delegation of investment
responsibility shall remain in force until revoked or amended in writing.
Neither the Trustee nor the Custodian shall be responsible for the propriety of
any directed investment made nor shall they be required to consult with or
advise the Employer regarding the investment quality of any directed investment
held hereunder. If the Employer fails to designate an investment manager, the
Trustee shall have full investment management authority as agreed upon in a duly
authorized and executed investment management agreement. If the Employer does
not issue investment directions with regard to specific assets held in the
Trust, the Trustee shall have authority to invest those assets in the Trust in
its sole discretion subject to paragraph 13.8. While the Employer may direct the
Trustee with respect to Plan investments, the Employer may not:

         (a)   borrow from the Plan or pledge any of the assets of the Plan as
               security for a loan,

         (b)   buy property or assets from or sell property or assets to the
               Plan,

         (c)   charge any fee for services rendered to the Plan, or

         (d)   receive any services from the Plan on a preferential basis.

                                       97


13.7     FIDUCIARY STANDARDS
Subject to paragraphs 13.6 and 13.8 hereof, the Trustee, if discretionary, shall
invest and reinvest principal and income of the Trust in accordance with the
funding policy and investment objectives established by the Employer, provided
that:

         (a)   such investments are prudent under ERISA, as amended, and the
               Regulations thereunder,

         (b)   such investments are sufficiently diversified to minimize the
               risk of large losses,

         (c)   such investments are made in accordance with the provisions of
               this Plan and Trust document, and

         (d)   such investments are made with the care, skill, prudence and
               diligence under the circumstances then prevailing that a prudent
               man acting in a like capacity and familiar with such matters
               would use in the conduct of an enterprise of a like character
               with like aims.

13.8     POWERS OF THE TRUSTEE
The Trustee shall be responsible for the investment, administration and
safekeeping of assets held in the Trust Fund. The Trustee shall have the
following duties and responsibilities, in addition to powers given by law:

         (a)   receiving contributions under the terms of the Plan;

         (b)   implementing an investment program based on the Employer's
               investment policy statement, funding policy, investment
               objectives and ERISA, as amended;

         (c)   invest the Trust in any form of property, including common and
               preferred stocks, exchange-traded covered put and call options,
               bonds, money market instruments, mutual funds (including funds
               for which the Sponsor, Trustee or its affiliates receive
               compensation for providing investment advisory, custody, transfer
               agency or other services), savings accounts, plan loans,
               certificates of deposit, securities issued by the U.S. government
               or by governmental agencies, insurance policies and contracts, or
               in any other property, real or personal, having a ready market,
               including securities issued by the Trustee and/or affiliates of
               the Trustee as permitted by law. The Trustee may invest in time
               deposits (including, if applicable, its own or those of
               affiliates) which bear a reasonable interest rate. No portion of
               any Qualified Voluntary Contribution, or the earnings thereon,
               may be invested in life insurance contracts or, as with any
               Participant-directed investment, in tangible personal property
               characterized by the IRS as a collectible;

         (d)   invest any assets of the Trust in a group or collective trust
               fund established to permit the pooling of funds of separate
               pension and profit-sharing trusts, provided the Internal Revenue
               Service has ruled such group or collective trust to be qualified
               under Code Section 401(a) and exempt under Code Section 501(a)
               (or the applicable corresponding provision of any other Revenue
               Act) or to any other common, collective, or commingled trust fund
               which has been or may hereafter be established and maintained by
               the Trustee, affiliate(s) of the Trustee, the Custodian or
               investment manager. Such commingling of assets of the Trust with
               assets of other qualified trusts is specifically authorized, and
               to the extent of the investment of the Trust in such a group or
               collective trust, the terms of the instrument establishing the
               group or collective trust shall be a part hereof as though set
               forth herein. The name of the group or collective trust fund
               shall be specified in an addendum to the Adoption Agreement. The
               Employer expressly understands and agrees that any such
               collective fund may provide for the lending of its securities by
               the collective fund trustee and that such collective fund's
               trustee will receive compensation from such collective fund for
               the lending of securities that is separate from any compensation
               of the Trustee hereunder, or any compensation of the collective
               fund trustee for the management of such collective fund;

         (e)   for collective investment purposes, may combine into one trust
               fund the Trust created under this Plan with the Trust created
               under any other qualified retirement plan the Employer maintains.
               However, the Trustee must maintain separate records of account
               for the assets of each Trust in

                                       98


               order to reflect properly each Participant's Vested Account
               Balance under the Plan(s) in which he is a Participant;

         (f)   invest up to 100% of the Trust in the common stock, debt
               obligations, or any other security issued by the Employer or by
               an affiliate of the Employer within the limitations provided
               under ERISA Sections 406, 407, and 408, as amended, and further
               provided that such investment does not constitute a prohibited
               transaction under Code Section 4975. Any such investment in
               Employer securities shall only be made upon written direction of
               the Employer who shall be solely responsible for the propriety of
               such investment. Additional directives regarding the purchase,
               sale, retention or valuing of such securities may be addressed in
               an investment management or trust agreement, which is
               incorporated by reference. If there are any conflicts between
               this document and the above referenced agreements, this document
               shall govern;

         (g)   hold cash uninvested and deposit the same with any banking or
               savings institution, including its own banking department or the
               banking department of an affiliate;

         (h)   utilize a general disbursement account, i.e., in the form of a
               demand deposit account and/or time deposit account, for
               distributions from the Trust, without incurring any liability for
               payment of interest thereon, notwithstanding the Trustee's
               receipt of income with respect to float involving the
               disbursement account;

         (i)   hold contributions in an omnibus account, i.e., in the form of a
               demand deposit and/or time deposit account, maintained by the
               Trustee for up to three (3) business days (or such longer period
               as may result due to circumstances beyond the Trustee's control),
               without liability for interest thereon. (The Employer
               acknowledges that any float earnings associated with the assets
               held in such omnibus account are retained by the Trustee as part
               of its compensation for performing services with respect to the
               allocation of contributions to Participants' accounts);

         (j)   join in or oppose the reorganization, recapitalization,
               consolidation, sale or merger of corporations or properties,
               including those in which it or its affiliates are interested as
               Trustee, upon such terms as it deems advisable;

         (k)   hold investments in nominee or bearer form;

         (l)   exercise all ownership rights including the voting of proxies and
               the exercise of tender offers but only with respect to assets
               over which the Trustee has investment management responsibility;

         (m)   to hold, manage and control all property forming part of the
               Trust Fund and to sell, convey, transfer, exchange and otherwise
               dispose of the same from time to time;

         (n)   to apply for and procure from an insurance company as an
               investment of the Trust such annuity, or other contracts on the
               life of any Participant as the Plan Administrator shall deem
               proper; to exercise, at any time or from time to time, whatever
               rights and privileges may be granted under such annuity, or other
               contracts; to collect, receive, and settle for the proceeds of
               any such annuity, or other contracts as and when entitled to do
               so under the provisions thereof;

         (o)   unless otherwise provided by a directive as described by
               paragraph 13.6, the Employer will pass through shareholder rights
               (including voting rights) on Employer securities to Plan
               Participants. If no directive is provided, the Trustee shall
               exercise any shareholder rights (including voting rights) with
               respect to any securities held, but only in accordance with the
               instructions of the person or persons responsible for the
               investment of such securities subject to and as permitted by, any
               applicable rules of the Securities and Exchange Commission and
               any national securities exchange. Voting rights with respect to
               shares of registered investment companies held in the Trust shall
               be directed by the Named Investment Fiduciary responsible for
               selection of such registered investment companies as permissible
               investment alternatives. In the event of any conflict with any
               other provision of this Article or this Basic Plan Document #01,
               the provision of this

                                       99


               paragraph shall control. The Employer shall be responsible for
               preparing and distributing all required prospectuses for Employer
               securities and making such materials available to Plan
               Participants;

         (p)   to retain and employ such attorneys, agents and servants as may
               be necessary or desirable, in the opinion of the Trustee, in the
               administration of the Plan, and to pay them such reasonable
               compensation for their services as may be agreed upon as an
               expense of administration of the Plan, including power to employ
               and retain counsel upon any matter of doubt as to the meaning or
               interpretation to be placed upon this Plan or any provisions
               thereof with reference to any question arising in the
               administration of the Plan or pertaining to the rights and
               liabilities of the Trustee hereunder. The Trustee in any such
               event, any act in reliance upon the advice, opinions, records,
               statements and computations of any attorneys and agents and on
               the records, statements and computations of any servants so
               selected by it in good faith and shall be released and exonerated
               of and from all liability to anyone in so doing (except to the
               extent that liability is imposed under ERISA);

         (q)   to institute, prosecute and maintain, or to defend, any
               proceeding at law or in equity concerning the Plan or the assets
               thereof or any claims thereto, or the interests of Participants
               and Beneficiaries hereunder at the sole cost and expense of the
               Plan or at the sole cost and expense of the Participant that may
               be concerned therein or that may be affected thereby, as, in its
               opinion, shall be fair and equitable in each case, and to
               compromise, settle and adjust all claims and liabilities asserted
               by or against the Plan or asserted by or against it, or such
               terms as it, in each such case, shall deem reasonable and proper.
               The Trustee shall be under no duty or obligation to institute,
               prosecute, maintain or defend any suit, action or other legal
               proceeding unless it shall be indemnified to its satisfaction
               against all expenses and liabilities (including without
               limitation, legal and other professional fees) which it may
               sustain or anticipate by reason thereof; and

         (r)   the Trustee is expressly authorized to the fullest extent
               permitted by law to (1) retain the services of any broker-dealer,
               registered investment advisor or other financial services entity
               (including the Trustee and any of its affiliates) and any future
               successors in interest thereto collectively, for the purposes of
               this paragraph referred to as the "Affiliated Entities"), to
               provide services to assist or facilitate the purchase or sale of
               investments in the Trust, (2) acquire as assets of the Trust
               shares of mutual funds to which Affiliated Entities provide, for
               a fee, services in any capacity and (3) acquire in the Trust any
               other services or products of any kind or nature from the
               Affiliated Entities regardless of whether the same or dissimilar
               services or products are available from other institutions. The
               Trust may pay directly or indirectly (through mutual funds fees
               and charges for example) pay management fees, transaction fees
               and other commissions to the Affiliated Entities for the services
               or products provided to the Trust and/or such mutual funds at
               such Affiliated Entities' standard or published rates without
               offset (unless required by law) from any fees charged by the
               Trustee for its services as Trustee. The Trustee may also deal
               directly with the Affiliated Entities regardless of the capacity
               in which it is then acting, to purchase, sell, exchange or
               transfer assets of the Trust even though the Affiliated Entities
               are receiving compensation or otherwise profiting from such
               transaction or are acting as principal in such transaction. Each
               of the Affiliated Entities is authorized to effect transactions
               on national securities exchanges for the Trust as directed by the
               Trustee, and retain any transactional fees related thereto,
               consistent with Section 11(a)(1) of the Securities and Exchange
               Act of 1934, as amended and related Rule 11a2-2(T). Included
               specifically, but not by way of limitation in the transactions
               authorized by this provision, are transactions in which any of
               the Affiliated Entities is serving as an underwriting or member
               of an underwriting syndicate for a security being purchased or is
               purchasing or selling a security for its own account. In the
               event the Trustee is directed by the Plan Administrator, any
               named fiduciary, designated Investment Manager, Participant
               and/or Beneficiary, as applicable hereunder (collectively
               referred to as for purposes of this paragraph as the "Directing
               Party"), the Directing Party shall be authorized, and expressly
               retains the right hereunder, to direct the Trustee to retain the
               services of, and conduct transactions with, Affiliated Entities
               fully in the manner described above.

                                       100


13.9     APPOINTMENT OF ADDITIONAL TRUSTEE AND ALLOCATION OF RESPONSIBILITIES
Assets for which the Trustee is not serving in the capacity of Trustee may be
held by a second Trustee appointed by the Employer to hold specified
investments. In the event that an additional Trustee is appointed for the Plan
to serve as the Trustee of specific investments for which the Trustee is not
acting in the capacity of Trustee, the second Trustee shall have no
responsibilities to these assets other than as set forth herein. The Trustee
shall have no duties with respect to investment held by any other person
including, without limitation, any other Trustee for the Plan. Any other
secondary Trustee of the Plan shall have no duties with respect to assets held
in the Plan by the Trustee.

13.10    COMPENSATION, ADMINISTRATIVE FEES AND EXPENSES
All reasonable fees, charges and expenses incurred by the Trustee or the
Custodian in connection with the administration of the Trust and all reasonable
fees, charges and expenses incurred by the Plan Administrator in connection with
the administration of the Plan (including such reasonable compensation to the
Trustee/Custodian and the Plan Administrator as may be agreed upon from time to
time between the Employer, the Trustee/Custodian and Plan Administrator) and
fees for legal services rendered to the Trustee/Custodian or Plan Administrator
shall be paid from the Trust unless:

         (a)   The payment of such expense would constitute a "prohibited
               transaction" within the meaning of ERISA Section 406 or Code
               Section 4975 for which no statutory or administrative exemption
               is available.

         (b)   The Employer actually pays such expenses directly. Any and all
               reasonable additional administrative expenses incurred to effect
               investment directives made by the Participants and by each
               Beneficiary under this Plan shall be paid by the Trust and as
               determined by the Employer shall either be charged (in accordance
               with such reasonable nondiscriminatory rules as the Employer
               deems appropriate under the circumstances) to the account of the
               individual issuing such directive, or treated as a general
               expense of the Trust. If charged to a Participant's account and
               if the assets of such account are insufficient to satisfy such
               charges, the Employer shall pay any deficit to the Trustee.
               Notwithstanding the foregoing, nothing in this section shall
               prevent the Employer from paying the administrative expenses of
               the Plan directly.

         (c)   All transaction related expenses incurred to effect a specific
               investment for a Participant directed account (such as brokerage
               commissions and other transaction related expenses), shall, as
               determined by the Employer, either be paid from or otherwise be
               charged directly to the account of the Participant providing such
               direction or treated as a general expense of the Trust.

         (d)   If there are insufficient liquid assets of the Trust to cover the
               fees of the Trustee or the Custodian, then assets of the Trust
               shall be liquidated to the extent necessary to cover fees.

         (e)   Notwithstanding the foregoing, no compensation other than
               reimbursement for expenses incurred shall be paid to a Plan
               Administrator who is the Employer or Employee of the Employer.

         (f)   In the event any part of the Plan becomes subject to tax, all
               taxes incurred will be paid from the Plan at the direction of the
               Plan Administrator.

         (g)   Any investment gain or loss of the Trust that is not directly
               attributable to the investment of the account of any Participant
               (including, but not limited to, for example, any "float" earned
               on the disbursement account established for the Plan and not
               treated as part of the compensation of the Trustee or paying
               agent for the Plan, and any 12b-1 or similar fees paid to the
               Plan) will be applied to pay administrative expenses of the Plan,
               with any excess remaining at the close of the Plan Year being
               allocated among the Participant's accounts in accordance with the
               procedure established by the Plan Administrator for this purpose.

13.11    RECORDS
Within ninety (90) days following the close of each Plan Year, or at such other
times as may be agreed to between the Employer and the Trustee, and within
ninety (90) days following its removal or resignation, the Trustee shall file
with the Employer a report of that part of the Trust under the investment
management of the Trustee during such

                                       101


year or from the end of the preceding Plan Year to the date of removal or
resignation. Such report shall include a statement of receipts and
disbursements, the net income or loss of the Trust, the gains or losses realized
by the Trust upon sale or other disposition of the assets, the increase or
decrease in the value of the Trust, all payments and distributions made from the
Trust since the date of its last report, and shall contain a schedule of assets
listing the fair market value of investments held in the Trust as of the end of
the Plan Year or the date of removal or resignation, as applicable. The fair
market value of investments for which there is a ready market shall be
determined using the most recent price quoted on a national or other recognized
securities exchange or over-the-counter market. The fair market value of
illiquid investments shall be obtained by a valuation performed by an
independent appraiser appointed by the Trustee or appointed by the Employer and
approved by the Trustee for this purpose whose determination shall be final. The
Employer shall review the Trustee's report and notify the Trustee in the event
of its disapproval of the report within thirty (30) days, providing the Trustee
with a written description of the items in question. The Trustee shall have
sixty (60) days to provide the Employer with a written explanation of the items
in question. If the Employer again disapproves, the Trustee shall have the right
to file its report in a court of competent jurisdiction for audit and
adjudication. In the event the Employer fails to file a written objection to the
Trustee's report within the ninety (90) day period following receipt of the
report, the Employer shall be deemed to have approved the report. In such case,
the Trustee shall be released and discharged with respect to all matters
contained in the report.

13.12    LIMITATION ON LIABILITY AND INDEMNIFICATION

         (a)   The Trustee shall have the authority to manage and govern the
               Trust to the extent provided in this instrument, but does not
               guarantee the Trust in any manner against investment loss or
               depreciation in asset value, or guarantee the adequacy of the
               Trust to meet and discharge all or any liabilities of the Plan.

         (b)   The Trustee and/or Custodian shall not be liable for the making,
               retention, or sale of any investment or reinvestment made by it,
               as herein provided, or for any loss to, or diminution of the
               Trust, or for any other loss or damage which may result from the
               discharge of its duties hereunder except to the extent it is
               judicially determined such loss or damage is attributable to the
               Trustee/Custodian's breach of its duties hereunder or under
               ERISA.

         (c)   An institution acting as a Custodian or nondiscretionary Trustee
               shall have no discretion or investment management responsibility,
               unless otherwise expressly agreed in writing (pursuant to an
               investment management agreement, for example) and shall only be
               responsible to perform the functions described at paragraph 13.5
               hereof. Neither the Custodian nor Trustee (whether
               nondiscretionary or discretionary) shall have any responsibility
               with respect to Plan investments and does not guarantee the
               adequacy of the Trust to meet and discharge any or all
               liabilities associated with the Plan.

         (d)   The Employer warrants that all directions issued to the Trustee
               or Custodian by it or the Plan Administrator will be in
               accordance with the terms of the Plan and the auxiliary agreement
               and not contrary to the provisions of ERISA, as amended, and the
               Regulations issued thereunder.

         (e)   Neither the Trustee nor the Custodian shall be answerable for any
               action taken pursuant to any direction, consent, certificate, or
               other paper or document in the belief that the same is genuine.
               All directions by the Employer, Participant, the Plan
               Administrator, Named Fiduciary or an investment manager shall be
               made pursuant to pre-approved communication procedures to which
               all such parties, as applicable, shall have consented to in
               writing. The Employer shall deliver to the Trustee and Custodian
               written notification identifying the individual or individuals
               authorized to act on behalf the Plan and shall deliver specimens
               of their signatures to the Trustee/Custodian.

         (f)   The duties and obligations of the Trustee and the Custodian shall
               be limited to those expressly imposed by this instrument or
               subsequently agreed upon by the parties in writing.
               Responsibility for administrative duties required under the Plan
               or applicable law not expressly imposed upon or agreed to by the
               Trustee or the Custodian shall rest solely with the Employer.

                                       102


         (g)   The Employer shall indemnify the Trustee/Custodian against, and
               agrees to hold the Trustee/Custodian harmless from, all
               liabilities and claims and expenses including attorney's fees and
               expenses incurred in defending against such liability or claims
               against the Trustee/Custodian, unless such liability or claim
               results from the negligent action or inaction of the
               Trustee/Custodian, or where the Trustee/Custodian is found to
               have breached its duties under this Article or Part 4 of Title I
               of ERISA by a final judgment of a court of competent
               jurisdiction. Except as otherwise provided by the preceding
               sentence, the Employer also shall indemnify the Trustee/Custodian
               against and agrees to hold the Trustee/Custodian harmless from
               all liabilities, claims and expenses including attorney's fees
               and other expenses incurred in defending against such liabilities
               or claims, arising from any actions or breach of responsibility
               by any party other than the Trustee/Custodian, including without
               limitation by specification any acts of a prior Trustee or of
               another Trustee or Custodian appointed by the Employer.

         (h)   Without limiting any provision in the prior paragraph, the
               Employer expressly agrees to indemnify the Trustee/Custodian
               against any liability or claim (including attorney's fees and
               expenses in defending against such liabilities or claims) arising
               as a result of any act taken or failure to act, in accordance
               with the directions received from the Employer, Plan
               Administrator, investment manager, Participant, or a designee
               specified by the Employer directly or transmitted by a designated
               Service Provider to the Plan and without limitation by
               specification.

         (i)   The Trustee/Custodian will take all reasonable steps to assure
               the security of any data received from the Employer in connection
               with services provided to the Plan. The Employer will be
               responsible for retaining duplicate copies of any such data or
               materials it forwards to the Trustee/Custodian and for taking all
               other reasonable and necessary precautions in event such data or
               materials are lost or destroyed, regardless of cause, or in the
               event reprocessing is needed for any reason. The
               Trustee/Custodian will maintain records in connection with the
               performance of services hereunder for the applicable period as
               required by law, or if no period is required, for such period as
               is reasonable under the law.

         (j)   No waiver of any breach of this agreement shall constitute a
               waiver of any other breach, whether of the same or any other
               covenant, term or condition. The subsequent performance of any of
               the terms, covenants and conditions of this Article shall not
               constitute a waiver of any preceding breach, nor shall any delay
               or omission of any party's exercise of any rights arising from
               any default effect or impair the party's rights as to the same or
               future default.

         (k)   Neither the Trustee or the Custodian shall be responsible in any
               way for any actions taken, or failure to act, by a prior
               trustee/custodian. The Employer shall indemnify and hold harmless
               the Trustee/Custodian for such prior trustee/custodian's acts or
               inactions for any periods applicable, including periods for which
               the Plan must retroactively comply with any tax law or
               regulations thereunder.

         (l)   A fiduciary with respect to the Plan shall not be liable for a
               breach of fiduciary responsibility of another fiduciary with
               respect to the Plan except to the extent that:

               (1)   it participates knowingly in, or knowingly undertakes to
                     conceal, an act or omission of such other fiduciary,
                     knowing such act or omission is a breach;

               (2)   by its failure to comply with ERISA Section 404(a)(1) in
                     the administration of its specific responsibilities which
                     give rise to its status as a fiduciary, it has enabled such
                     other fiduciary to commit a breach; or

               (3)   it has knowledge of a breach by such other fiduciary,
                     unless it makes reasonable efforts under the circumstances
                     to remedy the breach.

                                       103


         (m)   If the assets of the Plan are held by two (2) or more Trustees,
               each Trustee will use reasonable care to prevent a co-Trustee
               from committing a breach of duty under the Employee Retirement
               Income Security Act of 1974, as amended, and they shall jointly
               manage and control the assets of the Plan; provided however, that
               such co-Trustee shall be authorized to allocate specific
               responsibilities, obligations or duties among the co-Trustees
               pursuant to a written agreement. If co-Trustees do enter into
               such an agreement, then a Trustee to whom certain
               responsibilities, obligations or duties have not been allocated
               shall not be liable either individually or as Trustee for any
               loss resulting to the Plan arising from the acts or omissions on
               the part of another Trustee to which such responsibilities,
               obligations or duties have been allocated.

13.13    CUSTODIAN
If a discretionary Trustee has been appointed, the Employer may appoint a
Custodian as provided for in the Adoption Agreement. A Custodian shall have the
same rights, powers and duties as a nondiscretionary Trustee. Any reference in
the Plan to a Trustee is also a reference to the Custodian unless the context
indicates otherwise. Any limitation of the Trustee's liability in the Plan shall
act as a limitation of the Custodian's liability. Where a discretionary Trustee
has provided direction, any action taken by the Custodian satisfies the
requirement in the Plan referencing the Trustee taking that action. The
resignation or removal of the Custodian shall be made in accordance with
paragraph 13.19 as though the Custodian were the Trustee. The Custodian shall be
responsible for the holding and safekeeping of all or a portion of the Plan's
assets. One or more Custodian(s) appointed under this Plan may hold all or any
portion of the Plan's assets. Such separate assets shall be held pursuant to the
terms of a separate custodial agreement with such Custodian. The separate
custodial agreement shall be treated as an addendum and, as such, may not
conflict with any provision of this document. In addition, any provision of a
separate custodial agreement which would jeopardize the tax qualified status of
this Defined Contribution Plan shall be null and void. In addition to the
holding and safekeeping of Plan assets, the Custodian's duties shall include:

         (a)   receiving contributions under the terms of the Plan, but not
               determining the amount or enforcing the payment thereof,

         (b)   making distributions from the Plan in accordance with
               instructions received from the Plan Administrator or an
               authorized representative of the Employer,

         (c)   keeping records reflecting its administration of the Trust or the
               custodial account and making such records, statements and reports
               available to the Employer for review and audit at such times as
               agreed to between the Custodian, Plan Administrator, and the
               Employer, and

         (d)   retaining and employing such attorneys, agents and servants as
               may be necessary or desirable, in the opinion of the Custodian,
               in the administration of the Plan, and to pay them such
               reasonable compensation for their services as may be agreed upon
               as an expense of administration of the Plan, including power to
               employ and retain counsel upon any matter of doubt as to the
               meaning or interpretation to be placed upon this Plan or any
               provisions thereof with reference to any question arising in the
               administration of the Plan or pertaining to the rights and
               liabilities of the Trustee hereunder. The Custodian in any such
               event, any act in reliance upon the advice, opinions, records,
               statements and computations of any attorneys and agents and on
               the records, statements and computations of any servants so
               selected by it in good faith shall be released and exonerated of
               and from all liability to anyone in so doing (except to the
               extent that liability is imposed under ERISA).

The Custodian's duties shall be limited to those as agreed to between the
Employer and the Custodian. The Employer shall be responsible for any other
administrative duties required under the Plan or by applicable law.

13.14    INVESTMENT ALTERNATIVES OF THE CUSTODIAN

         (a)   The Custodian shall hold any or all assets received from the
               Trustee or its agents. If the Custodian holds title to Plan
               assets and such ownership requires action on the part of the
               registered owner, such action will be taken by the Custodian only
               upon receipt of specific instructions from the Trustee, or its
               designated agents or the Named Investment Fiduciary. Proxies
               shall be voted by or

                                       104


               pursuant to the express direction of the Trustee, its'
               authorized agent or the Named Investment Fiduciary. The
               Custodian shall not render any investment advice, including any
               opinion on the prudence of directed investments. The Employer
               and Trustee and its agents thereof assume all responsibility for
               adherence to fiduciary standards under ERISA, as amended, and
               the Regulations issued thereunder.

         (b)   Where the Sponsor serves as Custodian, the Trust shall only be
               invested in investment alternatives the Custodian makes available
               in the ordinary course of business unless the Custodian is
               directed otherwise by the Employer, the Trustee or any properly
               designated agent thereof. The Custodian under applicable Federal
               or state laws, may limit the investment alternatives including
               but not limited to savings accounts, savings certificates, or in
               other savings instruments offered by the Sponsor or its
               affiliates. Such investments shall be made at the direction of
               the Employer or Trustee(s) or other Named Investment Fiduciary
               and the Custodian shall have no responsibility for the propriety
               of such investments.

13.15    PROHIBITED TRANSACTIONS
The Trustee, Custodian, Employer, investment manager, the Named Investment
Fiduciary or Participant shall not knowingly enter into any transaction, engage
in any activity, or direct the purchase or acquisition of any investment with
respect to the Plan which would constitute a prohibited transaction under ERISA
or the Code for which a statutory or administrative exemption is not available.
The Trustee or Custodian shall not receive any investment advisory or other fees
from a regulated investment company (a mutual fund) which duplicates investment
management fees charged by the Trustee. The Trustee or Custodian shall be
permitted to receive fees from a regulated investment company if the Trustee or
Custodian has made a good faith determination that the receipt of such fees is
not a prohibited transaction pursuant to any guidance or exemption issued by the
Department of Labor from time to time.

13.16    EXCLUSIVE BENEFIT RULES
No part of the Trust shall be used for, or diverted to, purposes other than for
the exclusive benefit of Participants, former Participants with a vested
interest, and the Beneficiary or Beneficiaries of deceased Participants who have
in a vested interest in the Plan at death.

13.17    ASSIGNMENT AND ALIENATION OF BENEFITS
Except as provided in paragraphs 12.9 or 12.11, no right or claim to, or
interest in, any part of the Plan, or any payment from the Plan, shall be
assignable, transferable, or subject to sale, mortgage, pledge, hypothecation,
commutation, anticipation, garnishment, attachment, execution, or levy of any
kind. Neither the Trustee or Custodian shall recognize any attempt to assign,
transfer, sell, mortgage, pledge, hypothecate, commute, or anticipate the same,
except to the extent required by law. The preceding sentences shall also apply
to the creation, assignment, or recognition of a right to any benefit payable
with respect to a Participant pursuant to a domestic relations order, unless
such order is determined to be a Qualified Domestic Relations Order, as defined
in Code Section 414(p), or any domestic relations order entered before January
1, 1985 which the Plan's attorney and Plan Administrator deem to be qualified.

Notwithstanding any provision of this paragraph 13.17 to the contrary, an offset
to a Participant's Vested Account Balance against an amount that the Participant
is ordered or required to pay the Plan with respect to a judgment, order or
decree issued, or a settlement entered into, on or after August 5, 1997, shall
be permitted in accordance with Code Sections 401(a)(13)(C) and (D).

13.18    LIQUIDATION OF ASSETS
If the Trustee and/or Custodian must liquidate assets in order to make
distributions, transfer assets, or pay fees, expenses or taxes assessed against
all or a part of the Trust, and the Trustee/Custodian is not instructed as to
the liquidation of such assets, assets will be liquidated on a pro rata basis
across all the investment alternatives in the Trust. The Trustee and /or
Custodian are expressly authorized to liquidate assets in order to satisfy the
Trust's obligation to pay the Trustee and /or Custodian's fees or other
compensation if such fees or compensation is not paid on a timely basis.

                                       105


13.19    RESIGNATION AND REMOVAL
The Trustee may resign upon thirty (30) days written notice to the Employer. The
Employer may remove the Trustee upon sixty (60) days written notice to the
Trustee, or such shorter period of time as may be agreed to by the parties. The
Employer may discontinue its participation in this Prototype Defined
Contribution Plan effective upon thirty (30) days written notice to the Sponsor.
In such event the Employer shall, prior to the effective date thereof, amend the
Plan to eliminate any reference to this Prototype Defined Contribution Plan and
appoint a successor trustee/custodian. The Trustee shall deliver the Trust to
its successor on the effective date of the resignation or removal, or as soon
thereafter as practicable, provided that this shall not waive any lien the
Trustee may have upon the Trust for its compensation or expenses. Following the
effective date of the notice of termination, the Trustee shall have no further
responsibility for providing services to the Employer or the Plan. If the
Employer fails to amend the Plan and appoint a successor trustee/custodian
within the said thirty (30) days, or such longer period as the Trustee may
specify in writing, the Plan shall be deemed individually designed and the
highest ranking officer of the Employer shall be deemed the successor trustee or
custodian as the case may be. In such event, the Trustee may but shall not be
required to continue to hold custody of the assets of the Plan until such time
as appropriate arrangements have been made for the security of the Plan assets,
but for a discretionary Trustee, upon notification thereof to Plan Participants,
shall no longer have any responsibility for the investment of Plan assets.

                                       106


                                   ARTICLE XIV

                              TOP-HEAVY PROVISIONS

14.1     APPLICABILITY OF RULES
If the Plan [except in the case of a SIMPLE 401(k) Plan] is or becomes Top-Heavy
in any Plan Year, the provisions of this Article will supersede any conflicting
provisions in the Basic Plan Document #01 and accompanying Adoption Agreement.

14.2     MINIMUM CONTRIBUTION
Notwithstanding any other provision in the Employer's Plan, for any Plan Year in
which the Plan is Top-Heavy, the aggregate Employer contributions and
forfeitures allocated on behalf of any Participant (without regard to any Social
Security contribution) under this Plan or a combination of paired or non-paired
Defined Contribution Plans and no Defined Benefit Plans which are Top-Heavy, the
Employer will contribute the lesser of 3% of such Participant's Compensation or
the largest percentage of the Employer contributions and forfeitures, as a
percentage of the Key Employee's Compensation, up to a maximum permitted under
Code Section 401(a)(17), as indexed, allocated on behalf of any Key Employee for
that year.

         (a)   In any Limitation Year prior to January 1, 2000, if the Employer
               maintains or maintained a Defined Benefit Plan which is not
               paired, the provisions of the "Limitations on Allocations"
               section of the Adoption Agreement shall apply.

         (b)   Each Participant who is employed by the Employer on the last day
               of the Plan Year shall be entitled to receive an allocation of
               the Employer's minimum contribution for such Plan Year. The
               minimum allocation applies even though under other Plan
               provisions the Participant would not otherwise be entitled to
               receive an allocation, or would have received a lesser allocation
               for the year because the Participant fails to make required
               contributions to the Plan, the Participant's Compensation is less
               than a stated amount, or the Participant fails to complete
               one-thousand (1,000) Hours of Service (or such lesser number
               designated by the Employer in the Adoption Agreement) during the
               Plan Year. A paired profit-sharing Plan designated to provide the
               Top-Heavy minimum contribution must do so regardless of profits.
               An Employer may elect in the Adoption Agreement by resolution or
               by Plan amendment whether the Top-Heavy minimum Contribution will
               be made to all Participants or just non-Key Employees.

The Top-Heavy minimum contribution does not apply to any Participant to the
extent the Participant is covered under any other plan(s) of the Employer and
the Employer has provided in the Adoption Agreement that the minimum allocation
or benefit requirements applicable to this Plan will be satisfied in the other
plan(s).

If a Key Employee makes an Elective Deferral or has an allocation of Matching
Contributions credited to his or her account, a Top-Heavy minimum contribution
will be required for non-Key Employees who are Participants. For purposes of
satisfying the Top-Heavy minimum contribution requirement, Elective Deferrals
and Matching Contributions are not taken into account.

14.3     MINIMUM VESTING
For any Plan Year during which this Plan is Top-Heavy, the minimum vesting
schedule selected by the Employer in the Adoption Agreement will automatically
apply to the Plan. If the vesting schedule elected by the Employer in the
Adoption Agreement is less liberal than the allowable schedule, the schedule
will automatically shift to a vesting schedule which satisfies the Top-Heavy
minimum requirements. If the vesting schedule under the Employer's Plan shifts
in or out of the Top-Heavy schedule for any Plan Year, such shift is an
amendment to the vesting schedule and the election in paragraph 9.9 of the Basic
Plan Document #01 applies. The minimum vesting schedule applies to all accrued
benefits within the meaning of Code Section 411(a)(7) except those attributable
to Employee contributions, including benefits accrued before the effective date
of Code Section 416 and benefits accrued before the Plan became Top-Heavy. No
reduction in vested benefits may occur in the event the Plan's status as
Top-Heavy changes for any Plan Year. This paragraph does not apply to the
account balances of any Employee who does not have one

                                       107


(1) Hour of Service after the Plan initially becomes Top-Heavy and such
Employee's account balance attributable to Employer contributions and
forfeitures will be determined without regard to this paragraph.

14.4     LIMITATIONS ON ALLOCATIONS
In any Limitation Year beginning prior to January 1, 2000 in which the Top-Heavy
Ratio exceeds 90% (i.e., the Plan becomes Super Top-Heavy), the denominators of
the Defined Benefit Fraction and Defined Contribution Fraction shall be computed
using 100% of the dollar limitation instead of 125%.

14.5     USE OF SAFE HARBOR CONTRIBUTIONS TO SATISFY TOP-HEAVY CONTRIBUTION
         RULES
If elected in the Adoption Agreement, a 3% Safe Harbor Non-Elective Contribution
allocated to all eligible Employees may be used to satisfy the minimum
contribution requirement for a Top-Heavy Plan. A Safe Harbor Matching
Contribution may not be used to satisfy the minimum contribution requirement for
a Top-Heavy Plan.

14.6     TOP-HEAVY RULES FOR SIMPLE 401(k) PLANS
A SIMPLE 401(k) Plan is not treated as a Top-Heavy Plan under Code Section 416
for any year for which this article applies.

                                       108


                                   ARTICLE XV

                            AMENDMENT AND TERMINATION

15.1     AMENDMENT BY SPONSOR
The Sponsor may amend any or all provisions of this Prototype Defined
Contribution Plan at any time without obtaining the approval or consent of any
Employer which has adopted this Plan and Trust provided that no amendment shall
authorize or permit any part of the corpus or income of the Plan to be used for
or diverted to purposes other than for the exclusive benefit of Participants and
their Beneficiaries, or eliminate an optional form of distribution. For purposes
of Sponsor amendments, the mass submitter of this Basic Plan Document #01 shall
be recognized as the agent of the Sponsor. If the Sponsor does not adopt the
amendments made by the mass submitter, it will no longer be identical to or a
minor modifier of the mass submitter plan.

15.2     AMENDMENT BY EMPLOYER
The Employer may amend any option in the Adoption Agreement, and may include
language as permitted in the Adoption Agreement to satisfy Code Section 415 or
to avoid duplication of minimums under Code Section 416 because of the required
aggregation of multiple plans. The Employer may also adopt certain model
amendments published by the Internal Revenue Service which specifically provide
that their adoption will not cause the Plan to be treated as an individually
designed plan for which the Employer must obtain a separate determination
letter. An Employer that amends the Plan for any other reason, including a
waiver of the minimum funding requirement under Code Section 412(d), will no
longer participate in this Prototype Plan program and will be considered an
individually designed Plan. In such event, all references to the institution or
company as Sponsor shall be deemed null and void.

15.3     PROTECTED BENEFITS
An amendment (including the adoption of this Plan as a restatement of an
existing Plan) may not decrease a Participant's accrued benefit or account
balance except to the extent permitted under Code Section 412(c)(8), and may not
reduce or eliminate a Code Section 411(d)(6) protected benefit (except as
provided by the Code or the Regulations issued thereunder) determined
immediately prior to the date of adoption, or if later, the Effective Date of
the amendment. Where this Plan is being adopted to amend another plan that
contains a protected benefit not provided for in this document, the Employer may
attach an addendum to the Adoption Agreement that describes such protected
benefit which shall be incorporated in the Plan.

15.4     PLAN TERMINATION
The Employer shall have the right to terminate its Plan at any time. The Sponsor
of this Prototype Defined Contribution Plan is to be given sixty (60) days
notice in writing of the Employer's intent to terminate or transfer the assets
of the Plan. If the Plan is terminated, partially terminated, or if there is a
complete discontinuance of contributions under a profit-sharing plan maintained
by the Employer, all amounts credited to the accounts of Participants shall vest
and become nonforfeitable. In the event of a partial termination, only those who
are affected by such partial termination shall be fully vested. In the event of
termination, the Plan Administrator shall direct the Trustee or the Custodian as
applicable with respect to the distribution of accounts to or for the exclusive
benefit of Participants or their Beneficiaries. Such distribution shall be made
directly to Participants or, at the direction of the Participant, may be
transferred directly to another Eligible Retirement Plan or individual
retirement account. In the absence of an election by a Participant who has
received notice from the Plan Administrator under paragraph 6.11, the Plan
Administrator may direct the Trustee or Custodian to transfer the Participant's
benefit to another Defined Contribution Plan maintained by the Employer, other
than an employee stock ownership plan. If the Employer does not maintain another
Defined Contribution Plan, the Plan Administrator may direct the Trustee or
Custodian to transfer the Participant's benefit to an individual retirement
account with an institution selected by the Plan Administrator, or make a
distribution pursuant to paragraph 7.15. Prior to making any distribution, the
Plan Administrator shall establish in a manner acceptable to the Trustee or
Custodian, that the Plan has received a favorable determination letter from the
Internal Revenue Service approving the Plan termination and authorizing the
distribution of benefits to Plan Participants. In the absence of such
determination letter, the Trustee or Custodian may agree to make distributions
to Participants if the Plan Administrator represents that the applicable
requirements, if any, of ERISA and the Code governing the termination of
employee benefit plans have been or are being complied with or that appropriate
authorizations, waivers, exemptions, or variances have been or are being
obtained.

                                       109


15.5     DISTRIBUTION RESTRICTIONS UNDER A CODE SECTION 401(k) PLAN
If the Employer's Plan includes a cash or deferred arrangement or if transferred
assets described in paragraph 6.13 are subject to the distribution restrictions
of Code Sections 401(k)(2) and 401(k)(10), the special distribution provisions
of this paragraph apply. The portion of the Participant's Vested Account Balance
attributable to Elective Deferrals (or to amounts treated under the cash or
deferred arrangement as Elective Deferrals) is not distributable on account of
Plan termination, as described in this paragraph, unless:

         (a)   the Participant otherwise is entitled under the Plan to a
               distribution of that portion of the Vested Account Balance, or

         (b)   the Plan termination occurs without the establishment of a
               successor Plan. A successor Plan under subparagraph (b) is a
               Defined Contribution Plan other than an employee stock ownership
               plan [as defined in Code Section 4975(e)(7)], a Simplified
               Employee Pension Plan [as defined in Code Section 408(k)], or a
               SIMPLE IRA Plan [as defined in Code Section 408(p)] maintained by
               the Employer (or by a related Employer) at the time of the
               termination of the Plan or within the period ending twelve (12)
               months after the final distribution of assets. A distribution
               pursuant to this subparagraph (b), must be part of a lump sum
               distribution(s) to the Participant of his Vested account balance.

         (c)   The disposition by a corporation to an unrelated entity of such
               corporation's interest in a subsidiary [within the meaning of
               Code Section 409(d)(3)] if such corporation continues to maintain
               the Plan, but only with respect to the Employees who continue
               employment with such subsidiary.

         (d)   In connection with the disposition by an Employer of less than
               85% of the assets used by the Employer in a trade or business to
               an unrelated entity, distribution of the entire Vested Account
               Balance of an Participant who continues employment with the
               acquirer will, if so agreed to by the Employer, be made to the
               Participant in a single lump sum. This paragraph shall apply if
               the acquirer does not maintain the Plan after disposition and
               only if such Employee's change in employment status constitutes a
               "separation from Service" within the meaning of Code Section
               401(k)(2)(b)(i)(I).

15.6     QUALIFICATION OF EMPLOYER'S PLAN
If the adopting Employer fails to obtain or retain applicable Internal Revenue
Service qualification as a Prototype Plan, such Employer's Plan shall no longer
participate in this Prototype Defined Contribution Plan and will be considered
an individually designed plan.

15.7     MERGERS AND CONSOLIDATIONS

         (a)   In the case of any merger or consolidation of the Employer's Plan
               with, or transfer of assets or liabilities of the Employer's Plan
               to any other plan, Participants in the Employer's Plan shall be
               entitled to receive benefits immediately after the merger,
               consolidation, or transfer which are equal to or greater than the
               benefits they would have been entitled to receive immediately
               before the merger, consolidation, or transfer if the Plan had
               then terminated.

         (b)   Any corporation into which the Trustee, Custodian or any
               successor thereto may be merged or with which it may be
               consolidated, or any corporation resulting from any merger or
               consolidation to which the Trustee, Custodian or any successor
               thereto may be a party, or any corporation to which all or
               substantially all the business of the Trustee, Custodian or any
               successor thereto may be transferred, shall automatically be the
               successor without the filing of any instrument or performance of
               any further act, before any court.

                                       110


15.8     QUALIFICATION OF PROTOTYPE
The Sponsor intends that this Prototype Defined Contribution Plan will meet the
requirements of the Code as a qualified Defined Contribution Plan. Should the
Commissioner of Internal Revenue or any delegate of the Commissioner at any time
determine that the Prototype Defined Contribution Plan fails to meet the
requirements of the Code, the Sponsor will amend the Basic Plan Document #01 as
necessary to maintain its qualified status.

                                       111


                                   ARTICLE XVI

                                  GOVERNING LAW

16.1     GOVERNING LAW
Construction, validity and administration of the Prototype Defined Contribution
Plan and any Employer Plan established under the terms of this Plan and
accompanying Adoption Agreement, shall be governed by Federal law to the extent
applicable and to the extent not applicable by the laws of the State or
Commonwealth in which the principal office of the Prototype Sponsor or its
affiliate is located.

16.2     STATE COMMUNITY PROPERTY LAWS
The terms and conditions of the Prototype Defined Contribution Plan and any
Employer's Plan established under the terms of this Basic Plan Document #01 and
accompanying Adoption Agreement shall be applicable without regard to community
property laws of any state.

                                                                           10/02

                                       112


                               IRS MODEL AMENDMENT

With respect to distributions under the Plan made for calendar years beginning
on or after:

[ ]      January 1, 2001

[ ]      January 1, 2002

the Plan will apply the minimum distribution requirements of Code Section
401(a)(9) in accordance with the Regulations under Code Section 401(a)(9) that
were proposed on January 17, 2001, notwithstanding any provision of the Plan to
the contrary. This paragraph shall continue in effect until the end of the last
calendar year beginning before the effective date of the final Regulations under
Code Section 401(a)(9) or such other date as may be specified in guidance
published by the Internal Revenue Service.

                                       113


  AMENDMENT TO THE PROTOTYPE DEFINED CONTRIBUTION PLAN BASIC PLAN DOCUMENT #01

The Employer named in the Adoption Agreement hereby amends the Plan to reflect
certain provisions of the Economic Growth and Tax Relief Reconciliation Act of
2001 ("EGTRRA"). This amendment is intended as a good faith compliance with the
requirements of EGTRRA and is to be construed in accordance with EGTRRA and
guidance issued thereunder. This amendment shall supersede the provisions of the
Basic Plan Document #01 to the extent those provisions are inconsistent with the
provisions of this amendment. The Basic Plan Document #01 is hereby amended as
follows:

1.   Paragraph 1.16 of the Basic Plan Document #01 entitled "Compensation",
     under the paragraph entitled "Limitation on Compensation" is amended
     effective for Plan Years beginning after December 31, 2001, by the addition
     of the following three sentences at the end of the paragraph:

     "The annual Compensation of each Participant taken into account in
     determining allocations for any Plan Year beginning after December 31,
     2001, shall not exceed $200,000, as adjusted for cost-of-living increases
     in accordance with Code Section 401(a)(17)(B). Annual Compensation means
     Compensation during the Plan Year or such other consecutive 12-month period
     over which Compensation is otherwise determined under the Plan (the
     determination period). The cost-of-living adjustment in effect for a
     calendar year applies to annual Compensation for the determination period
     that begins with or within such calendar year."

2.   Paragraph 1.55 of the Basic Plan Document #01 entitled "Key Employee", is
     deleted in its entirety and replaced with the following for Plan Years
     beginning after December 31, 2001:

     "1.55  KEY EMPLOYEE Key Employee means any Employee or former Employee
     (including any deceased Employee) who at any time during the Plan Year that
     includes the determination date was an officer of the Employer having
     annual Compensation greater than $130,000 [as adjusted under Code Section
     416(i)(1) for Plan Years beginning after December 31, 2002], a five percent
     (5%) owner of the Employer, or a one percent (1%) owner of the Employer
     having annual Compensation of more than $150,000. For this purpose, annual
     Compensation means Compensation within the meaning of Code Section
     415(c)(3). The determination of who is a Key Employee will be made in
     accordance with Code Section 416(i)(1) and the applicable Regulations and
     other guidance of general applicability issued thereunder."

3.   Paragraph 4.4 of the Basic Plan Document #01 entitled "Rollover
     Contributions", is amended by the addition of the following paragraph (g)
     which shall read as follows:

     "(g)   If elected by the Employer in the Adoption Agreement, the Plan will
            accept Participant Rollover Contributions and/or Direct Rollovers of
            distributions made after December 31, 2001, from the types of plans
            specified in the Adoption Agreement, beginning on the Effective Date
            specified in the Adoption Agreement."

4.   Paragraph 4.7 of the Basic Plan Document #01 entitled "Elective Deferrals
     in a 401(k) Plan", is amended by the addition of two new paragraphs (g) and
     (h) which shall read as follows:

     "(g)   No Participant shall be permitted to have Elective Deferrals made
            under this Plan, or any other Qualified Plan maintained by the
            Employer during any taxable year, in excess of the dollar limitation
            contained in Code Section 402(g) in effect for such taxable year,
            except to the extent permitted under subparagraph (h) below and Code
            Section 414(v), if applicable.

     (h)    If elected by the Employer in the Adoption Agreement, all Employees
            who are eligible to make Elective Deferrals under this Plan and who
            have attained age fifty (50) before the close of the Plan Year shall
            be eligible to make catch-up contributions in accordance with, and
            subject to the limitations of, Code Section 414(v). Such catch-up
            contributions shall not be taken into account for purposes of the
            provisions of the Plan implementing the required limitations of Code
            Sections 402(g) and 415. The Plan shall not be treated as failing to
            satisfy the provisions of the Plan

                                        1


            implementing the requirements of Code Sections 401(k)(3),
            401(k)(11), 401(k)(12), 410(b), or 416, as applicable, by reason of
            the making of such catch-up contributions.

5.   Paragraph 4.8 of the Basic Plan Document #01 entitled "Elective Deferrals
     in a SIMPLE 401(k) Plan" is amendment by the addition of two new paragraphs
     (j) and (k) which shall read as follows:

     "(j)   Except to the extent permitted under subparagraph (k) below, the
            Adoption Agreement, EGTRRA Section 631 and Code Section 414(v), the
            maximum salary reduction contribution that can be made to this Plan
            is the amount determined under Code Section 408(p)(2)(A)(ii) for the
            calendar year.

     (k)    If elected by the Employer in the Adoption Agreement, all Employees
            who are eligible to make Elective Deferrals under this Plan and who
            have attained age fifty (50) before the close of the Plan Year shall
            be eligible to make catch-up contributions in accordance with, and
            subject to the limitations of, Code Section 414(v). Such catch-up
            contributions shall not be taken into account for purposes of the
            provisions of the Plan implementing the required limitations of Code
            Sections 401(k)(11), 408(p)(2)(A)(ii), 410(b) and 415(c) as
            applicable, by reason of the making of such catch-up contributions."

6.   Effective as of the date set forth in the Adoption Agreement Section
     entitled "Distribution Upon Severance from Employment", paragraph 6.3 of
     the Basic Plan Document #01 entitled "Benefits on Termination of Employment
     " is amended by the addition of paragraphs (i) and (j) which shall read as
     follows:

     "(i)   If elected by the Employer in the Adoption Agreement, this paragraph
            shall apply for distributions and severances from employment
            occurring after the dates specified in the Adoption Agreement.

            A Participant's Elective Deferrals, Qualified Non-Elective
            Contributions, Qualified Matching Contributions, and earnings
            attributable to these contributions shall be distributed on account
            of the Participant's severance from employment. However, such a
            distribution shall be subject to the other provisions of the Plan
            regarding distributions, other than provisions that require a
            separation from Service before such amounts may be distributed.

     (j)    If elected by the Employer in the Adoption Agreement, the value of a
            Participant's nonforfeitable account balance shall be determined
            without regard to that portion of the account balance that is
            attributable to rollover contributions (and the earnings allocable
            thereto) within the meaning of Code Sections 402(c), 403(a)(4),
            403(b)(8), 408(d)(3)(A)(ii) and 457(e)(16). If the value of the
            Participant`s nonforfeitable account balance as so determined is
            $5,000 or less, the Plan shall immediately distribute the
            Participant's entire nonforfeitable account balance."

7.   Effective as of the date set forth in the Adoption Agreement Section
     entitled "Distribution Upon Severance from Employment", paragraph 6.6 of
     the Basic Plan Document #01 entitled "Commencement of Benefits", is amended
     by the addition of paragraph (d) which shall read as follows:

     "(d)   If elected by the Employer in the Adoption Agreement, this paragraph
            shall apply for distributions and severances from employment
            occurring after the dates specified in the Adoption Agreement.

            A Participant's Elective Deferrals, Qualified Non-Elective
            Contributions, Qualified Matching Contributions, and earnings
            attributable to these contributions shall be distributed on account
            of the Participant's severance from employment. However, such a
            distribution shall be subject to the other provisions of the Plan
            regarding distributions, other than provisions that require a
            separation from Service before such amounts may be distributed."

8.   The following new paragraph (c) is added to paragraph 6.7 of the Basic Plan
     Document #01 entitled "Transitional Rules for Cash-Out Limits" and shall
     apply if elected by the Employer in the Adoption Agreement and be effective
     as specified in the Adoption Agreement.

     "(c)   If elected by the Employer in the Adoption Agreement, for purposes
            of this paragraph 6.7, the value of a Participant's nonforfeitable
            account balance shall be determined without regard to that

                                        2


            portion of the account balance that is attributable to Rollover
            Contributions (and the earnings allocable thereto) within the
            meaning of Code Sections 402(c), 403(a)(4), 403(b)(8),
            408(d)(3)(A)(ii), and 457(e)(16). If the value of the Participant's
            nonforfeitable account balance as so determined is $5,000 or less,
            the Plan shall immediately distribute the Participant's entire
            nonforfeitable account balance."

9.   Paragraph 6.9 of the Basic Plan Document #01 entitled "Hardship
     Withdrawals", is amended effective January 1, 2002 by the addition of the
     following paragraph (d):

     "(d)   A Participant who receives a distribution after December 31, 2001,
            on account of Hardship shall be prohibited from making Elective
            Deferrals and Voluntary After-tax Contributions under this and all
            other Plans of the Employer for six (6) months after receipt of the
            distribution. A Participant who receives a distribution in calendar
            year 2001 on account of Hardship shall be prohibited from making
            Elective Deferrals and Voluntary After-tax Contributions under this
            and all other Plans of the Employer for the period specified by the
            Employer in the Adoption Agreement."

     The Code Section 402(g) limit for 2002 does not have to be reduced with
     respect to a participant who has received a Hardship distribution in
     calendar year 2001.

10.  Paragraph 6.10 of the Basic Plan Document #01 entitled "Direct Rollover of
     Benefits", is amended effective January 1, 2002 by the addition of the
     following paragraph (e):

     "(e)   This paragraph shall apply only to distributions made after December
            31, 2001. For purposes of the Direct Rollover provisions in
            paragraph 6.10 of the Plan, an Eligible Retirement Plan shall also
            mean an annuity contract described in Code Section 403(b) and an
            eligible plan under Code Section 457(b) which is maintained by a
            state, political subdivision of a state, or any agency or
            instrumentality of a state or political subdivision of a state which
            agrees to separately account for amounts transferred into such plan
            from this Plan. The definition of Eligible Retirement Plan shall
            also apply in the case of a distribution to a surviving Spouse, or
            to a Spouse or former Spouse who is the alternate payee under a
            Qualified Domestic Relations Order, as defined in Code Section
            414(p).

            For purposes of the Direct Rollover provisions in paragraph 6.10 of
            the Plan, any amount that is distributed on account of Hardship
            shall not be an Eligible Rollover Distribution and the distributee
            may not elect to have any portion of such a distribution paid
            directly to an Eligible Retirement Plan.

            For purposes of the Direct Rollover provisions in paragraph 6.10 of
            the Plan, a portion of the distribution shall not fail to be an
            Eligible Rollover Distribution merely because the portion consists
            of Voluntary After-tax Contributions which are not includible in
            gross income. However, such portion may be transferred only to an
            individual retirement account or annuity described in Code Section
            408(a) or (b), or to a qualified Defined Contribution Plan described
            in Code Section 401(a) or 403(a) that agrees to separately account
            for amounts so transferred, including separately accounting for the
            portion of such distribution which is includible in gross income and
            the portion of such distribution which is not so includible."

11.  Article IX of Basic Plan Document #01 entitled "VESTING", is hereby amended
     effective for the first Plan Year beginning after December 31, 2001, by
     adding a new paragraph 9.12 entitled "Vesting of Employer Matching
     Contributions" which shall read as follows:

     "9.12  VESTING OF EMPLOYER MATCHING CONTRIBUTIONS
     This section shall apply to Participants with an account balance derived
     from Employer Matching Contributions who complete an Hour of Service under
     the Plan in a Plan Year beginning after December 31, 2001. If elected by
     the Employer in the Adoption Agreement, this section shall also apply to
     all other Participants with an account balance derived from Employer
     Matching Contributions.

                                        3


     A Participant's account balance derived from Employer Matching
     Contributions shall vest as provided in Section XIII(E) of the Adoption
     Agreement if elected."

12.  Article X of Basic Plan Document #01 entitled "LIMITATIONS ON ALLOCATIONS",
     is amended by the addition of the following paragraph 10.6 entitled "Annual
     Additions" which shall read as follows:

     "10.6  ANNUAL ADDITIONS
     Except to the extent permitted under Section 4.7(h) of Basic Plan Document
     #01 and under Code Section 414(v), the Annual Addition that may be
     contributed or allocated to a Participant's account under the Plan for any
     Limitation Year beginning after December 31, 2001 shall not exceed the
     lesser of:

            (a)   $40,000, as adjusted for increases in the cost-of-living under
                  Code Section 415(d), or

            (b)   100% of the Participant's Compensation, within the meaning of
                  Code Section 415(c)(3), for the Limitation Year.

     The Compensation limit referred to in (b) above shall not apply to any
     contribution for medical benefits after separation from Service [within the
     meaning of Code Section 401(h) or Code Section 419A(f)(2)] which is
     otherwise treated as an Annual Addition."

13.  Effective for Plan Years beginning after December 31, 2001, paragraph
     11.7(b) of the Basic Plan Document #01 is amended by the deletion of this
     paragraph which outlines the multiple use test described in Treasury
     Regulations Section 1.401(m)-2.

14.  Paragraph 12.9 of the Basic Plan Document #01 entitled "Participant Loans"
     is amended effective January 1, 2001 by deleting the language at subsection
     (i) and replacing it with the following:

     "(i)   Effective for Plan loans made after December 31, 2001, Plan
            provisions prohibiting loans to any Owner-Employee or Shareholder
            Employee shall cease to apply."

15.  Paragraph 14.2 of the Basic Plan Document #01 entitled "Minimum
     Contribution" is amended for Plan Years beginning after December 31, 2001
     by the addition of the following two new subparagraphs at the end of the
     paragraph which shall read as follows:

     "MATCHING CONTRIBUTIONS - Employer Matching Contributions shall be taken
     into account for purposes of satisfying the minimum contribution
     requirements of Code Section 416(c)(2). The preceding sentence shall apply
     with respect to Matching Contributions under the Plan or, if the Plan
     provides that the minimum contribution requirement shall be met in another
     plan, such other plan. Employer Matching Contributions that are used to
     satisfy the minimum contribution requirements shall be treated as Matching
     Contributions for purposes of the Actual Contribution Percentage Test and
     other requirements of Code Section 401(m).

     CONTRIBUTIONS UNDER OTHER PLANS - The Employer may provide in the Adoption
     Agreement that the minimum benefit requirement shall be met in another
     plan, including another plan that consists solely of a cash or deferred
     arrangement which meets the requirements of Code Section 401(k)(12) and
     Matching Contributions which meet the requirements of Code Section
     401(m)(11)."

16.  The Top-Heavy requirements of Code Section 416 and Article XIV of the Basic
     Plan Document #01 shall not apply in any Plan Year beginning after December
     31, 2001, in which the Plan established under the Basic Plan Document #01
     consists solely of a cash or deferred arrangement which meets the
     requirements of Code Section 401(k)(12) and Matching Contributions which
     meet the requirements of Code Section 401(m)(11).

     This paragraph shall apply for purposes of determining whether the Plan is
     a Top-Heavy Plan under Code Section 416(g) for Plan Years beginning after
     December 31, 2001, and whether the Plan satisfies the minimum benefits
     requirements of Code Section 416(c) for such years. This section amends
     Article XIV of the Basic Plan Document #01 by adding paragraph 14.7
     entitled "Determination of Top-Heavy Status". The paragraph shall read as
     follows:

                                        4


     "14.7  DETERMINATION OF TOP-HEAVY STATUS

            (a)   DETERMINATION OF PRESENT VALUES AND AMOUNTS - This paragraph
                  14.7 shall apply for purposes of determining the Present
                  Values of accrued benefits and the amounts of account balances
                  of Employees as of the Top-Heavy Determination Date.

            (b)   DISTRIBUTIONS DURING THE PLAN YEAR ENDING ON THE TOP-HEAVY
                  DETERMINATION DATE - The Present Value of accrued benefits and
                  the amounts of account balances of an Employee as of the
                  Top-Heavy Determination Date shall be increased by the
                  distributions made with respect to the Employee under the Plan
                  and any plan aggregated with this Plan under Code Section
                  416(g)(2) during the 1-year period ending on the Top-Heavy
                  Determination Date. The preceding sentence shall also apply to
                  distributions under a terminated plan which, had it not been
                  terminated, would have been aggregated with this Plan under
                  Code Section 416(g)(2)(A)(i). In the case of a distribution
                  made for a reason other than separation from Service, death,
                  or Disability, this provision shall be applied by substituting
                  "5-year period" for "1-year period".

            (c)   EMPLOYEES NOT PERFORMING SERVICES DURING THE PLAN YEAR ENDING
                  ON THE TOP-HEAVY DETERMINATION DATE - The accrued benefits and
                  accounts of any individual who has not performed services for
                  the Employer during the 1 -year period ending on the Top-Heavy
                  Determination Date shall not be taken into account."

                                        5


                MINIMUM DISTRIBUTION REQUIREMENTS MODEL AMENDMENT
                                     TO THE
           PROTOTYPE DEFINED CONTRIBUTION PLAN BASIC PLAN DOCUMENT #01

THE EMPLOYER NAMED IN THE ADOPTION AGREEMENT HEREBY AMENDS THE PLAN TO REFLECT
CERTAIN PROVISIONS OF THE FINAL REGULATIONS ISSUED UNDER CODE SECTION 401(a)(9).
THIS AMENDMENT IS INTENDED AS A GOOD FAITH COMPLIANCE WITH THE REQUIREMENTS OF
THE REGULATIONS AND IS TO BE CONSTRUED IN ACCORDANCE WITH THE GUIDANCE ISSUED
THEREUNDER. EXCEPT AS OTHERWISE PROVIDED, THIS AMENDMENT SHALL BE EFFECTIVE AS
OF THE FIRST DAY OF THE FIRST PLAN YEAR BEGINNING AFTER DECEMBER 31, 2001. THIS
AMENDMENT SHALL SUPERSEDE THE PROVISIONS OF THE BASIC PLAN DOCUMENT #01 TO THE
EXTENT THOSE PROVISIONS ARE INCONSISTENT WITH THE PROVISIONS OF THIS AMENDMENT.
THE BASIC PLAN DOCUMENT #01 IS HEREBY AMENDED AS FOLLOWS:

                                  ARTICLE XVII

                        MINIMUM DISTRIBUTION REQUIREMENTS

17.1     EFFECTIVE DATE
Unless an earlier effective date is specified in the Adoption Agreement, the
provisions of this Article will apply for purposes of determining required
minimum distributions for calendar years beginning with the 2003 calendar year.

17.2     COORDINATION WITH MINIMUM DISTRIBUTION REQUIREMENTS PREVIOUSLY IN
         EFFECT
If the Adoption Agreement specifies an effective date of this Article that is
earlier than calendar years beginning with the 2003 calendar year, required
minimum distributions for 2002 under this Article will be determined as follows.
If the total amount of 2002 required minimum distributions under the Plan made
to the distributee prior to the effective date of this Article equals or exceeds
the required minimum distributions determined under this Article, then no
additional distributions will be required to be made for 2002 on or after such
date to the distributee. If the total amount of 2002 required minimum
distributions under the Plan made to the distributee prior to the effective date
of this Article are less than the amount determined under this Article, then
required minimum distributions for 2002 on and after such date will be
determined so that the total amount of required minimum distributions for 2002
made to the distributee will be the amount determined under this Article.

17.3     PRECEDENCE
The requirements of this Article will take precedence over any inconsistent
provisions of the Plan.

17.4     REQUIREMENTS OF TREASURY REGULATIONS INCORPORATED
All distributions required under this Article will be determined and made in
accordance with the Treasury Regulations under Code Section 401(a)(9).

17.5     TEFRA SECTION 242(b)(2) ELECTIONS
Notwithstanding the other provisions of this Article, distributions may be made
under a designation made before January 1, 1984, in accordance with Section
242(b)(2) of the Tax Equity and Fiscal Responsibility Act ("TEFRA") and the
provisions of the Plan that relate to Section 242(b)(2) of TEFRA.

17.6     REQUIRED BEGINNING DATE
The Participant's entire interest will be distributed, or begin to be
distributed, to the Participant no later than the Participant's Required
Beginning Date.

17.7     DEATH OF PARTICIPANT BEFORE DISTRIBUTIONS BEGIN
If the Participant dies before distributions begin, the Participant's entire
interest will be distributed, or begin to be distributed, no later than as
follows:

         (a)   If the Participant's surviving Spouse is the Participant's sole
               designated Beneficiary, then, except as provided in the Adoption
               Agreement, distributions to the surviving Spouse will begin by
               December 31 of the calendar year immediately following the
               calendar year in which the Participant died, or by December 31 of
               the calendar year in which the Participant would have attained
               age 70 1/2, if later.

                                        1


         (b)   If the Participant's surviving Spouse is not the Participant's
               sole designated Beneficiary, then, except as provided in the
               Adoption Agreement, distributions to the designated Beneficiary
               will begin by December 31 of the calendar year immediately
               following the calendar year in which the Participant died.

         (c)   If there is no designated Beneficiary as of September 30 of the
               year following the year of the Participant's death, the
               Participant's entire interest will be distributed by December 31
               of the calendar year containing the fifth anniversary of the
               Participant's death.

         (d)   If the Participant's surviving Spouse is the Participant's sole
               designated Beneficiary and the surviving Spouse dies after the
               Participant but before distributions to the surviving Spouse
               begin, this paragraph 17.7, other than paragraph 17.7(a), will
               apply as if the surviving Spouse were the Participant.

For purposes of this paragraph and paragraphs 17.11 and 17.12, unless paragraph
17.7(d) applies, distributions are considered to begin on the Participant's
Required Beginning Date. If paragraph 17.7(d) applies, distributions are
considered to begin on the date distributions are required to begin to the
surviving Spouse under paragraph 17.7(a). If distributions under an annuity
purchased from an insurance company irrevocably commence to the Participant
before the Participant's Required Beginning Date [or to the Participant's
surviving Spouse before the date distributions are required to begin to the
surviving Spouse under paragraph 17.7(a)], the date distributions are considered
to begin is the date distributions actually commence.

17.8     FORMS OF DISTRIBUTIONS
Unless the Participant's interest is distributed in the form of an annuity
purchased from an insurance company or in a single sum on or before the Required
Beginning Date, as of the First Distribution Calendar Year distributions will be
made in accordance with paragraph 17.9 through paragraph 17.12 of this Article.
If the Participant's interest is distributed in the form of an annuity purchased
from an insurance company, distributions thereunder will be made in accordance
with the requirements of Code Section 401(a)(9) of the Treasury Regulations.

17.9     AMOUNT OF REQUIRED MINIMUM DISTRIBUTION FOR EACH DISTRIBUTION CALENDAR
         YEAR
During the Participant's lifetime, the minimum amount that will be distributed
for each Distribution Calendar Year is the lesser of:

         (a)   the quotient obtained by dividing the Participant's account
               balance by the distribution period in the Uniform Lifetime Table
               set forth in Section 1.401(a)(9)-9 of the Treasury Regulations,
               using the Participant's age as of the Participant's birthday in
               the Distribution Calendar Year; or

         (b)   if the Participant's sole designated Beneficiary for the
               distribution calendar year is the Participant's Spouse, the
               quotient obtained by dividing the Participant's account balance
               by the number in the Joint and Last Survivor Table set forth in
               Section 1.401(a)(9)-9 of the Treasury Regulations, using the
               Participant's and Spouse's attained ages as of the Participant's
               and Spouse's birthdays in the Distribution Calendar Year.

17.10    LIFETIME REQUIRED MINIMUM DISTRIBUTIONS CONTINUE THROUGH YEAR OF
         PARTICIPANT'S DEATH
Required minimum distributions will be determined under this paragraph and
paragraph 17.9 beginning with the first Distribution Calendar Year and up to and
including the Distribution Calendar Year that includes the Participant's date of
death.

17.11    DEATH ON OR AFTER DISTRIBUTIONS BEGIN

         (a)   PARTICIPANT SURVIVED BY DESIGNATED BENEFICIARY - If the
               Participant dies on or after the date distributions begin and
               there is a designated Beneficiary, the minimum amount that will
               be distributed for each Distribution Calendar Year after the year
               of the Participant's death is the quotient obtained by dividing
               the Participant's account balance by the longer of the remaining
               life expectancy of the Participant or the remaining life
               expectancy of the Participant's designated Beneficiary,
               determined as follows:

                                        2


               (1)   The Participant's remaining life expectancy is calculated
                     using the age of the Participant in the year of death,
                     reduced by one for each subsequent year.

               (2)   If the Participant's surviving Spouse is the Participant's
                     sole designated Beneficiary, the remaining life expectancy
                     of the surviving Spouse is calculated for each Distribution
                     Calendar Year after the year of the Participant's death
                     using the surviving Spouse's age as of the Spouse's
                     birthday in that year. For Distribution Calendar Years
                     after the year of the surviving Spouse's death, the
                     remaining life expectancy of the surviving Spouse is
                     calculated using the age of the surviving Spouse as of the
                     Spouse's birthday in the calendar year of the Spouse's
                     death, reduced by one for each subsequent calendar year.

               (3)   If the Participant's surviving Spouse is not the
                     Participant's sole designated Beneficiary, the designated
                     Beneficiary's remaining life expectancy is calculated using
                     the age of the Beneficiary in the year following the year
                     of the Participant's death, reduced by one for each
                     subsequent year.

         (b)   NO DESIGNATED BENEFICIARY - If the Participant dies on or after
               the date distributions begin and there is no designated
               Beneficiary as of September 30 of the year after the year of the
               Participant's death, the minimum amount that will be distributed
               for each distribution calendar year after the year of the
               Participant's death is the quotient obtained by dividing the
               Participant's account balance by the Participant's remaining life
               expectancy calculated using the age of the Participant in the
               year of death, reduced by one for each subsequent year.

17.12    DEATH BEFORE DATE DISTRIBUTIONS BEGIN

         (a)   PARTICIPANT SURVIVED BY DESIGNATED BENEFICIARY - Except as
               provided in the Adoption Agreement, if the Participant dies
               before the date distributions begin and there is a designated
               Beneficiary, the minimum amount that will be distributed for each
               distribution calendar year after the year of the Participant's
               death is the quotient obtained by dividing the Participant's
               account balance by the remaining life expectancy of the
               Participant's designated Beneficiary, determined as provided in
               paragraph 17.11.

         (b)   NO DESIGNATED BENEFICIARY - If the Participant dies before the
               date distributions begin and there is no designated Beneficiary
               as of September 30 of the year following the year of the
               Participant's death, distribution of the Participant's entire
               interest will be completed by December 31 of the calendar year
               containing the fifth anniversary of the Participant's death.

         (c)   DEATH OF SURVIVING SPOUSE BEFORE DISTRIBUTIONS TO SURVIVING
               SPOUSE ARE REQUIRED TO BEGIN - If the Participant dies before the
               date distributions begin, the Participant's surviving Spouse is
               the Participant's sole designated Beneficiary, and the surviving
               Spouse dies before distributions are required to begin to the
               surviving Spouse under paragraph 17.7(a), this paragraph 17.12
               will apply as if the surviving Spouse were the Participant.

17.13    DESIGNATED BENEFICIARY
The individual who is designated as the Beneficiary under paragraph 1.13 of the
Basic Plan Document #01 and is the designated Beneficiary under Code Section
401(a)(9) and Section 1.401(a)(9)-1, Q&A-4, of the Treasury Regulations.

17.14    DISTRIBUTION CALENDAR YEAR
A calendar year for which a minimum distribution is required. For distributions
beginning before the Participant's death, the First Distribution Calendar Year
is the calendar year immediately preceding the calendar year which contains the
Participant's Required Beginning Date. For distributions beginning after the
Participant's death, the First Distribution Calendar Year is the calendar year
in which distributions are required to begin under paragraph 17.7. The required
minimum distribution for the Participant's First Distribution Calendar Year will
be made on or before the Participant's Required Beginning Date. The required
minimum distribution for other Distribution Calendar Years, including the
required minimum distribution for the Distribution Calendar Year in which the

                                        3


Participant's Required Beginning Date occurs, will be made on or before December
31 of that Distribution Calendar Year.

17.15    LIFE EXPECTANCY
Life expectancy as computed by use of the Single Life Table in Section
1.401(a)(9)-9 of the Treasury Regulations.

17.16    PARTICIPANT'S ACCOUNT BALANCE
The account balance as of the last Valuation Date in the calendar year
immediately preceding the Distribution Calendar Year (Valuation Calendar Year)
increased by the amount of any contributions made and allocated or forfeitures
allocated to the account balance as of dates in the Valuation Calendar Year
after the Valuation Date and decreased by distributions made in the Valuation
Calendar Year after the Valuation Date. The account balance for the Valuation
Calendar year includes any amounts rolled over or transferred to the Plan either
in the Valuation Calendar Year or in the Distribution Calendar Year if
distributed or transferred in the Valuation Calendar Year.

17.17    REQUIRED BEGINNING DATE
The date specified in paragraph 1.88 of the Basic Plan Document #01.

                                        4


                        CODE SECTION 125 MODEL AMENDMENT

The following is a model amendment that a sponsor of a qualified plan may choose
to adopt if the Employer sponsor maintains a health program in conjunction with
a Section 125 arrangement but permits an Employee to elect cash in lieu of group
health coverage, only if the Employee is able to certify that he or she has
other health coverage. The use of this amendment will generally also apply to
the definition of Compensation for purposes of Code Section 414(s) unless the
plan otherwise specifically excludes all amounts described in Code Section
414(s)(2).

A prototype plan may be amended by the document's Sponsor to use the alternative
definition of Compensation to the extent authorized. Alternatively, adopting
Employers may adopt a Plan amendment as an addendum to the Plan. The inclusion
of the Model Plan Amendment below as an addendum to a Plan adopted to comply
with EGTRRA, will not cause a prototype Plan to be treated as an individually
designed plan. A Plan Sponsor that adopts the Model Amendment verbatim (or with
only minor changes) will have reliance that the form of its Plan satisfies the
requirements of this Revenue Ruling, and the adoption of such an amendment will
not adversely affect the Plan Sponsor's or the adopting Employer's reliance on a
favorable determination, or opinion letter.

                                        1


           IRS MODEL AMENDMENT CODE SECTION 125 "DEEMED CONTRIBUTIONS"

                       PROTOTYPE DEFINED CONTRIBUTION PLAN
                             BASIC PLAN DOCUMENT #01

Pursuant to Article XV, paragraph 15.1 of the Prototype Basic Plan Document #01
and in accordance with Revenue Ruling 2002-27, the Basic Plan Document #01 is
amended as follows effective for Plan Years and Limitation Years beginning on or
after January 1, 2002, except that, for any such Employer sponsors of the Plan
who operated the Plan in accordance with the definition below prior to January
1, 2002 and in Plan Years beginning on or after January 1, 1998, such amendment
is also effective for all years during such period in which the Plan operated in
accordance with this definition.

For purposes of the definition of Compensation under paragraph 1.16, amounts
under Code Section 125 include any amounts not available to a Participant in
cash in lieu of group health coverage because the Participant is unable to
certify that he or she has other health coverage. An amount will be treated as
an amount under Code Section 125 only if the Employer does not request or
collect information regarding the Participant's other health coverage as part of
the enrollment process for the health plan.

Executed this ________ day of _________________.


                                                    ----------------------------
                                                          Name of Employer

                                                    ----------------------------
                                                             Signed By

                                                    ----------------------------
                                                             Signature




                                        1


                              DEEMED IRA AMENDMENT
                                     FOR THE

                       PROTOTYPE DEFINED CONTRIBUTION PLAN

                             BASIC PLAN DOCUMENT #01

The Employer named in the Adoption Agreement hereby amends the Plan to reflect
the provisions of the Economic Growth and Tax Relief Reconciliation Act of 2001
("EGTRRA") regarding the establishment of "Deemed IRAs". This amendment is
intended as a good faith compliance with the requirements of EGTRRA and is to be
construed in accordance with EGTRRA and the guidance issued thereunder. This
amendment shall supersede the provisions of the Basic Plan Document #01 to the
extent those provisions are inconsistent with the provisions of this amendment.
The Basic Plan Document #01 is hereby amended by adding Articles XVIII, XIX and
XX as follows:

                                  ARTICLE XVIII

                                   DEEMED IRAS

This Article shall apply if elected by the Employer in the Adoption Agreement
and shall be effective for Plan Years beginning after the date specified in the
Adoption Agreement. Any Traditional or Regular IRA established hereunder to
accept Deemed IRA Contributions as permitted by Code Section 408(g) shall follow
the rules set forth in Code Section 408 and outlined in Article XIX. Any Roth
IRA established hereunder to accept Deemed IRA Contributions as permitted by
Code Section 408(g) shall follow the rules set forth in Code Section 408A and
outlined in Article XX.

18.1     DEEMED IRAS Each Participant may make Voluntary Employee Contributions
to the Participant's Traditional or Roth IRA as elected on the Adoption
Agreement under Basic Plan Document #01. The Plan shall establish a separate
account or annuity as applicable for the designated IRA contributions of each
Participant and any earnings properly allocable to the contributions, and
maintain separate recordkeeping with respect to each such IRA.

18.2     INDIVIDUAL The Participant in the Plan who has established an
Individual Retirement Account or a tax-qualified Roth IRA under this Basic Plan
Document #01, which may be amended from time to time.

18.3     INVESTMENT IN COLLECTIBLES If a trust or custodial account established
hereunder acquires collectibles within the meaning of Code Section 408(m) after
December 31, 1981, assets of the trust or custodial account will be treated as a
distribution in an amount equal to the cost of such collectibles.

18.4     RESTRICTIONS ON DIRECTING INVESTMENTS While the Individual may direct
the Trustee with respect to investments, the Individual may not borrow from the
account or pledge any of the assets of the IRA as security for a loan, or buy
property or assets from or sell property or assets to the account.

18.5     PROHIBITION AGAINST INVESTING IN LIFE INSURANCE No part of the trust or
custodial assets will be invested in life insurance contacts.

18.6     NONFORFEITABILITY The balance in an Individual's Deemed IRA account is
nonforfeitable at all times.

18.7     PROHIBITION AGAINST COMMINGLING OF ASSETS The assets of the trust or
custodial account will not be commingled with other property except in a common
trust fund or common investment fund.

18.8     SEPARATE ACCOUNTING Separate records will be maintained for the
interest of each Individual under an IRA established by the Employer. IRAs
established pursuant to this paragraph shall be held in a trust or annuity as
applicable separate from the trust established under the Plan to hold
contributions other than deemed IRA contributions and shall satisfy the
applicable requirements of Code Sections 408 and 408(A), which requirements are
set forth in Articles XIX and XX.

                                        1


18.9     REPORTING DUTIES The Trustee or issuer as applicable shall be subject
to the reporting requirements of Code Section 408(i) with respect to all
IRAs that are established and maintained under the Plan.

18.10    VOLUNTARY EMPLOYEE CONTRIBUTIONS For purposes of this paragraph, a
Voluntary Employee Contribution [other than a mandatory contribution within
the meaning of Code Section 411(c)(2)] that is made by the Participant and
which the Participant has designated, at or prior to the time of making the
contribution as a contribution to which this paragraph applies.

18.11    SUBSTITUTION OF NON-BANK TRUSTEE OR CUSTODIAN If a non-bank Trustee
or Custodian has been appointed by the Employer under Basic Plan Document
#01, such entity shall retain the right to substitute another Trustee or
Custodian if such non-bank Trustee or Custodian receives notice from the
Commissioner of Internal Revenue that such substitution is required because
it has failed to comply with the requirements of Regulations Section
1.408-2(e).

                                   ARTICLE XIX
              TRADITIONAL INDIVIDUAL RETIREMENT ACCOUNT PROVISIONS

19.1     TRADITIONAL IRA OR REGULAR IRA An Individual Retirement Account, or
Individual Retirement Annuity described in Code Section 408(a) or (b)
respectively, or a non-Roth IRA, and shall, where the context so requires,
include a Traditional IRA, SEP IRA, SARSEP IRA, SEP Traditional IRA,
Rollover IRA and Combined IRA. No account established under Basic Plan
Document #01 may accept SIMPLE IRA or Coverdell Education contributions.

19.2     MAXIMUM ANNUAL CONTRIBUTION Shall mean, with respect to Traditional
IRA Contributions made by or on behalf of an Individual for a taxable year,
an amount that does not exceed the lesser of (a) the deductible amount
described in Code Section 219(b)(5)(A) or (b) 100% of the Individual's
Compensation reduced by (c) the amount of any contributions made by or on
behalf of the Individual to another Traditional IRA or to a Roth IRA for
the same taxable year.

19.3     CATCH-UP CONTRIBUTION In the case of annual contributions to a
Traditional IRA or IRA Rollover Account, an amount not to exceed the
Applicable Amount as defined in Code Section 219(b)(5)(B)(i), an amount not
to exceed the lesser of:

         (a)   the Applicable Deferral Amount as defined in Code Section
               414(v)(2)(A), or

         (b)   the excess, if any, of the Individual's Compensation (as defined
               in the Adoption Agreement) for the year, over any other Elective
               Deferrals made by the Individual for the year (other than
               Catch-Up Contributions).

Catch-Up Contributions that may be made by or on behalf of an Individual for any
taxable year to an IRA established under this Plan shall be reduced by the
amount of Catch-Up Contributions made by or on behalf of the same Individual to
any other IRA or Roth IRA for the same taxable year except that, in the case of
Catch-Up Contributions made as salary reduction contributions to a SARSEP IRA
Account, the amount of such Catch-Up Contributions allowed for any taxable year
shall be reduced by the amount of Catch-Up Contributions made by or on behalf of
the same Individual to any other retirement plan described in Code Sections
401(a), 403(b), 408(p) or 457. Catch-Up Contributions may be made by or on
behalf of an Individual who has attained the age of 50 on or before the last day
of the year for which the contribution is made. The Plan shall be interpreted to
deem any Individual's contribution that exceeds the Maximum Annual Contribution
as defined in paragraph 19.2 but not an amount greater than the Applicable
Amount to be a Catch-Up Contribution unless the Individual elects to treat such
amount as an Excess Contribution described in paragraph 19.8.

19.4     REQUIRED BEGINNING DATE The April 1st of the calendar year following
the calendar year in which the Individual attains age 70 1/2.

19.5     TAX YEAR The period for which an Individual must report income on his
or her Federal income tax return. The tax return of most Individuals is based on
the calendar year.

                                        2


19.6     TRUSTEE The institution and any successor thereto including by merger
or acquisition who has been appointed and accepted as indicated on the Adoption
Agreement.

19.7     TRADITIONAL IRA CONTRIBUTIONS An Individual may make a cash
contribution in any amount up to the lesser of the Maximum Annual Contribution
or 100% of Compensation for a Tax Year (reduced by the amount of any
contributions made by the Individual or on the Individual's behalf to another
IRA or to a Roth IRA for the same Tax Year) in any year in which the Individual
is under the age of 70 1/2.

The Trustee is not permitted to accept contributions in excess of the
Maximum Annual Contribution amount for any Tax Year unless it is a Rollover
Contribution [as permitted by Code Sections 402(c) and 403(a)(4)].
Contributions may be made to an IRA for any Tax Year at any time starting
on the first day of the Tax Year and ending on the day the Individual's
Federal income tax return is due for such year (not including any
extensions). Except in the case of a Rollover Contribution [as permitted by
Code Sections 402(c), 402(e)(6), 403(a)(4), 403(b)(8), 403(b)(10),
408(d)(3) and 457(e)(16)(A)(i)], the total of such contributions shall not
exceed the Maximum Annual Contribution amount for each year listed below:



               YEARS                                      MAXIMUM ANNUAL CONTRIBUTION AMOUNT
                                                                   
               2002 through 2004                                      $ 3,000
               2005 through 2007                                      $ 4,000
               2008 and thereafter                                    $ 5,000


For years after 2008, the $5,000 limit is subject to cost-of-living adjustments
("COLAs") under Code Section 219(b)(5)(c). Such adjustments will be in $500
increments.

         (a)   CATCH-UP CONTRIBUTIONS - If, by December 31 of any taxable year,
               an Individual is age 50 or over, the Individual may make an
               additional contribution (a "Catch-Up Contribution") to all of the
               Individual's IRAs in the aggregate and, if the Individual is
               eligible, Roth IRAs up to the amounts listed below for each year:



               YEARS                                           CATCH-UP CONTRIBUTION
                                                                   
               2002 through 2005                                      $   500
               2006 and thereafter                                    $ 1,000


               If the Individual is eligible, any annual contribution the
               Individual makes that exceeds the Individual's Maximum Annual
               Contribution will be treated as a Catch-Up Contribution (up to
               the limits described above) unless the Individual elects to treat
               such amounts as an Excess Contribution described in paragraph
               19.8 below.

         (b)   DEDUCTIBILITY OF TRADITIONAL IRA CONTRIBUTIONS -

               (1)   IN GENERAL. The Individual may fully deduct their
                     Traditional IRA contributions, up to the total of the
                     Individual's Maximum Annual Contribution plus any Catch-Up
                     Contributions, if:

                     (i)    the Individual is single and the Individual is not
                            an active Participant in a Retirement Plan,

                     (ii)   the Individual is married, both the Individual and
                            the Individual's Spouse are not active Participants
                            in a Retirement Plan, or

                     (iii)  the Individual is not an active Participant in a
                            Retirement Plan and the Individual's Spouse is an
                            active Participant, but the Individual and their
                            Spouse's jointly filed adjusted gross income ("AGI")
                            does not exceed $150,000. If the Individual's Spouse
                            is an active Participant and the Individual is not,
                            their ability to deduct their Traditional IRA
                            contribution is phased out ratably if the Individual
                            and their Spouse's joint AGI is more

                                        3


                            than $150,000 but not more than $160,000. No
                            deduction is permitted if the Individual and their
                            Spouse's joint AGI exceeds $160,000.

               (2)   ACTIVE PARTICIPANTS IN RETIREMENT PLAN. If the Individual
                     is an active Participant in a Retirement Plan, the
                     Individual may deduct the Individual's Traditional IRA
                     contribution if the AGI of the Individual and if
                     applicable, the Individual and the Individual's Spouse, is
                     less than the Threshold Amount (see below). If the AGI of
                     the Individual, and if applicable the Individual and the
                     Individual's Spouse, equals or exceeds the Threshold Amount
                     but is less than the Phaseout Amount (see below), the
                     Individual's ability to deduct their Traditional IRA
                     contribution is reduced ratably, but not below $200. If the
                     AGI of the Individual equals or exceeds the Phaseout
                     Amount, the Individual may not deduct any Traditional IRA
                     contributions. The AGI limits for active Participants vary
                     depending upon the Tax Year and the Individual's Federal
                     filing status. The charts below illustrate the AGI limits
                     for each filing status.

                     If the Individual is married and is an active Participant
                     in the Plan and files jointly with their Spouse:



                     TAXABLE                          YEAR THRESHOLD AMOUNT                     PHASEOUT AMOUNT
                                                                                             
                     2002                                   $ 54,000                               $ 64,000
                     2003                                     60,000                                 70,000
                     2004                                     65,000                                 75,000
                     2005                                     70,000                                 80,000
                     2006                                     75,000                                 85,000
                     2007 and thereafter                      80,000                                100,000


                     If the Individual is single and an active Participant in a
                     Plan and files using any non-married filing status:



                     TAXABLE                          YEAR THRESHOLD AMOUNT                     PHASEOUT AMOUNT
                                                                                             
                     2002                                   $ 34,000                               $ 44,000
                     2003                                     40,000                                 50,000
                     2004                                     45,000                                 55,000
                     2005                                     50,000                                 60,000
                     2006                                     50,000                                 60,000
                     2007 and thereafter                      50,000                                 60,000


                     If the Individual is married but files separately, the
                     Individual's Threshold Amount is $0 and their Phaseout
                     Amount is $10,000 for all Tax Years, $20,000 in the case of
                     a joint tax return for tax years beginning after December
                     31, 2006.

         (c)   SAVER'S CREDIT - The Saver's Credit under Code Section 25B is a
               nonrefundable tax credit available to taxpayers whose AGI does
               not exceed certain limits. The credit is equal to a specified
               percentage of the taxpayer's eligible contributions to IRAs or
               certain Employer-sponsored retirement plans for each taxable year
               from 2002 through 2006.

               (1)   ELIGIBILITY. The taxpayer must be age eighteen (18) or over
                     before the end of the taxable year, may not be a full-time
                     student and cannot be claimed as a dependent on another
                     taxpayer's Federal income tax return.

               (2)   CONTRIBUTIONS ELIGIBLE FOR THE SAVER'S CREDIT. The maximum
                     amount of annual contributions that may be taken into
                     account is $2,000. Eligible contributions include annual
                     contributions to Traditional and Roth IRAs and salary
                     reduction contributions to Code Section 401(k) Plans,
                     SIMPLEs [IRA or 401(k)], Code Section 403(b) Plans,
                     governmental Code Section 457 Plans or SARSEP plans.
                     Voluntary After-Tax Contributions to an Employer's
                     Qualified Retirement Plan or a Code Section 403(b) plan are
                     also eligible for the credit.

                                        4


               (3)   REDUCTION OF ELIGIBLE CONTRIBUTIONS. The amount of a
                     taxpayer's eligible contributions for any taxable year will
                     be reduced by any taxable distributions received by the
                     taxpayer (or by the taxpayer's Spouse if filing a joint
                     return) from an IRA or a plan listed in (c)(2) above during
                     the taxable year, during the two (2) preceding years or
                     during the period from the end of the taxable year until
                     the due date (with extensions) of the taxpayer's Federal
                     income tax return.

               (4)   AMOUNT OF CREDIT. The Saver's Credit will be 50%, 20% or
                     10% (the "Applicable Percentage") of eligible contributions
                     based upon the taxpayer's filing status and AGI as shown on
                     the chart below:

               ADJUSTED GROSS INCOME:



                     JOINT RETURN                 HEAD OF HOUSEHOLD          ALL OTHERS
               -------------------------        --------------------    ---------------------
               OVER             NOT OVER        OVER        NOT OVER    OVER         NOT OVER       %
               ----------------------------------------------------------------------------------------
                                                                                 
               $      0         $ 30,000        $      0    $ 22,500    $      0     $ 15,000      50%
               $ 30,000         $ 32,500        $ 22,500    $ 24,375    $ 15,000     $ 16,250      20%
               $ 32,500         $ 50,000        $ 24,375    $ 37,500    $ 16,250     $ 25,000      10%
               $ 50,000                         $ 37,500                $ 25,000                    0%


19.8     EXCESS CONTRIBUTIONS If the Participant contributes more than allowed
with respect to a Tax Year, the Individual must notify the Trustee or insurer to
return to the Individual the excess contribution, together with any investment
earnings on that amount, or to apply the excess contribution as a contribution
for the Individual's next succeeding Tax Year. The Participant must notify the
Trustee or insurer in writing prior to the date on which the Individual files,
or is required to file, the Individual's income tax return for the Tax Year for
which the excess contribution was made.

19.9     SUNSET PROVISIONS Plan amendments made to comply with the Economic
Growth and Tax Relief Reconciliation Act of 2001 ("EGTRRA"), including, without
limitation, amendments made to the contribution limits and rollover rules, are
subject to the sunset provisions of EGTRRA Section 901. Under the sunset
provision, the provisions of EGTRRA shall not apply to taxable or Plan Years
beginning after December 31, 2010, pursuant to Section 901 of EGTRRA. With
respect to taxable and Plan Years beginning after December 31, 2010, the Code
shall be applied and administered as if EGTRRA had never been enacted. In such
cases, the terms and conditions of the Plan shall revert to those terms and
conditions that would have been in effect had the Plan not been amended as of
January 1, 2002.

19.10    MAINTENANCE OF AN INDIVIDUAL'S IRA The Trustee will establish and
maintain an IRA in the Individual's name under this document. The Individual's
Account will be administered separately from any other IRA and the assets of the
Individual's IRA will not be commingled with the assets of any other IRA, except
in a common trust fund or common investment fund as described in Code Section
408(a)(5).

19.11    METHODS OF PAYMENT The Individual's retirement benefits must begin to
be paid to the Individual no later than the April 1 following the calendar year
in which the Individual reaches age 70 1/2. Such distributions shall be made in
accordance with Code Sections 408(a)(6) or 408(b)(3) and the Regulations issued
thereunder. Not later than March 1 of the year following the calendar year in
which the Individual reaches age 70 1/2, the Individual may elect to have the
balance in the IRA paid to the Individual in:

         (a)   a single lump-sum payment, or

         (b)   equal or substantially equal monthly, quarterly, semi-annual, or
               annual payments. The payments may be computed over any period of
               time but not longer than the Individual's life expectancy or the
               joint life expectancy of the Individual and the Individual's
               designated Beneficiary.

Installment payments will continue only so long as amounts remain in an IRA.
Once an IRA is exhausted, payments will stop. If the Individual is receiving
installment payments, the Individual may request distribution of all or any part
of the remaining balance in the Individual's IRA at any time upon written notice
to the Sponsor.

                                        5


19.12    QUALIFYING FIRST-TIME HOMEBUYER DISTRIBUTION A Qualifying First-Time
Homebuyer Distribution is any distribution used within 120 days of the date
the distribution is received by the Individual, the Individual's Spouse or
the child, grandchild or ancestor of the Individual and the Individual's
Spouse, to pay for the acquisition, construction or reconstruction of the
Individual's principal residence, provided that the Individual (and the
Individual's Spouse) for whom the principal residence is acquired or
constructed had no present ownership interest in a principal residence
during the two (2) year period ending on the date a binding contract to
acquire the principal residence was entered into or on which construction
or reconstruction of the principal residence was commenced. The aggregate
amount of distributions received by the Individual during the Individual's
lifetime and which may be treated as Qualifying First-time Homebuyer
Distributions may not exceed $10,000.

19.13    QUALIFYING HIGHER EDUCATION EXPENSES A qualifying higher education
expense includes tuition, fees, books, supplies, and equipment required for
the enrollment or attendance of the Individual, Individual's Spouse,
Individual's child [as defined in Code Section 151(c)(3)] or the
Individual's or the Individual's Spouse's grandchild, at an eligible
educational institution [as defined in Code Section 529(e)(5)] reduced, for
any Tax Year, by any amount paid for the benefit of the student including a
qualified scholarship, educational assistance allowance or similar payment
which is excludable from gross income under the Code or any other Federal
law.

19.14    REQUIREMENTS OF INCOME TAX REGULATIONS All distributions required
under this Article will be determined and made in accordance with the
Income Tax Regulations under Code Section 401(a)(9)(1)(2). Unless an
earlier effective date is specified by the Individual in writing, the
provisions of this Article will apply for purposes of determining required
minimum distributions for calendar years beginning with the 2003 calendar
year. The requirements of this Article XIX will take precedence over any
inconsistent provisions of the Plan.

19.15    REQUIRED BEGINNING DATE The date on which an Individual is required
to take his or her first minimum distribution from the IRA. The
Individual's entire interest will be distributed, or begin to be
distributed, to the Individual no later than the April 1 of the calendar
year following the calendar year in which the Individual attains age 70 1/2.

19.16    DEATH OF INDIVIDUAL BEFORE DISTRIBUTIONS BEGIN If the Individual dies
before distributions begin, the Individual's entire interest will be
distributed, or begin to be distributed, no later than as follows:

         (a)   If the Individual's surviving Spouse is the Individual's sole
               designated Beneficiary, distributions to the surviving Spouse
               will begin by December 31 of the calendar year immediately
               following the calendar year in which the Individual died, or by
               December 31 of the calendar year in which the Individual would
               have attained age 70 1/2, if later. However, if the Individual
               dies before distributions begin and there is a designated
               Beneficiary, distribution to the designated Beneficiary may not
               be required to begin by the date specified in this paragraph, but
               instead, the Individual's entire interest may be distributed to
               the designated Beneficiary by December 31 of the calendar year
               containing the fifth (5) anniversary of the Individual's death.
               If the Individual's surviving Spouse is the Individual's sole
               designated Beneficiary and the surviving Spouse dies after the
               Individual but before distributions to either the Individual or
               the surviving Spouse begin, this election may apply as if the
               surviving Spouse were the Individual and may apply to all
               distributions or only to certain distributions as so designated
               by the Individual. This election will be deemed to have been made
               if such surviving Spouse makes a contribution to the IRA or fails
               to take a required distribution as a Beneficiary.

         (b)   If the Individual's surviving Spouse is not the Individual's sole
               designated Beneficiary, distributions to the designated
               Beneficiary will begin by December 31 of the calendar year
               immediately following the calendar year in which the Individual
               died. However, Individuals or Beneficiaries may elect on an
               individual basis whether the five (5) year rule or the life
               expectancy rule in this paragraph 19.16 and 19.17 apply to
               distributions after the death of an Individual who has a
               designated Beneficiary. The election must be made no later than
               the earlier of September 30 of the calendar year in which
               distribution would be required to begin under paragraph 19.16, or
               by September 30 of the calendar year which contains the fifth

                                        6


               anniversary of the Individual's (or, if applicable, surviving
               Spouse's) death as permitted under Regulations Section
               1.401(a)(9). If neither the Individual nor Beneficiary makes an
               election under this paragraph, distributions will be made in
               accordance with paragraphs 19.16 and 19.17 herein and, if
               applicable, the elections in paragraph (a) above.

         (c)   If there is no designated Beneficiary as of September 30 of the
               year following the year of the Individual's death, the
               Individual's entire interest will be distributed by December 31
               of the calendar year containing the fifth (5) anniversary of the
               Individual's death.

         (d)   If the Individual's surviving Spouse is the Individual's sole
               designated Beneficiary and the surviving Spouse dies after the
               Individual but before distributions to the surviving Spouse
               begin, this paragraph 19.16(d), other than paragraph 19.16(a),
               will apply as if the surviving Spouse were the Individual.

For purposes of this paragraph and paragraphs 19.20 and 19.21, unless paragraph
19.16(d) applies, distributions are considered to begin on the Individual's
Required Beginning Date. If paragraph 19.16(d) applies, distributions are
considered to begin on the date distributions are required to begin to the
surviving Spouse under paragraph 19.16(a). A designated Beneficiary who is
receiving payments under the five (5) year rule may make a new election to
receive payments under the life expectancy rule until December 31, 2003,
provided that all amounts that would have been required to be distributed under
the life expectancy rule for all distribution calendar years before 2004 are
distributed by the earlier of December 31, 2003 or the end of the five (5) year
period.

19.17    FORMS OF DISTRIBUTIONS Unless the Individual's interest is
distributed in a single sum on or before the Required Beginning Date, as of
the First Distribution Calendar Year distributions will be made in
accordance with paragraph 19.18 through paragraph 19.20 of this Article.

19.18    AMOUNT OF REQUIRED MINIMUM DISTRIBUTION FOR EACH DISTRIBUTION
CALENDAR YEAR During the Individual's lifetime, the minimum amount that
will be distributed for each Distribution Calendar Year is the lesser of:

         (a)   the quotient obtained by dividing the Individual's account
               balance by the distribution period in the Uniform Lifetime Table
               set forth in Q&A-2 of Regulations Section 1.401(a)(9)-9, using
               the Individual's age as of his or her birthday in the
               Distribution Calendar Year; or

         (b)   if the Individual's sole designated Beneficiary for the
               distribution calendar year is the Individual's Spouse, the
               quotient obtained by dividing the Individual's account balance by
               the number in the Joint and Last Survivor Table set forth in
               Q&A-3 of Regulations Section 1.401(a)(9)-9, using the
               Individual's and Spouse's attained ages as of the Individual's
               and Spouse's birthdays in the Distribution Calendar Year.

19.19    LIFETIME REQUIRED MINIMUM DISTRIBUTIONS CONTINUE THROUGH YEAR OF
INDIVIDUAL'S DEATH Required minimum distributions will be determined under
this paragraph and paragraph 19.18 beginning with the first Distribution
Calendar Year and up to and including the Distribution Calendar Year that
includes the Individual's date of death.

19.20    DEATH ON OR AFTER DISTRIBUTIONS BEGIN If the Individual dies on or
after the Required Beginning Date, the remaining portion of his or her
interest will be distributed at least as rapidly as follows:

         (a)   If the designated Beneficiary is someone other than the
               Individual's surviving Spouse, the remaining interest will be
               distributed over the remaining life expectancy of the designated
               Beneficiary, with such life expectancy determined using the
               Beneficiary's age as of his or her birthday in the year following
               the year of the Individual's death, or, if the distributions are
               being made over the period described in (c) below if longer.

                                        7


         (b)   If the Individual's sole designated Beneficiary is the
               Individual's surviving Spouse, the remaining interest will be
               distributed over such Spouse's life or over the period described
               in paragraph (c) below, if longer. Any interest remaining after
               such Spouse's death will be distributed over such Spouse's
               remaining life expectancy determined using the Spouse's age as of
               his or her birthday in the year of the Spouse's death, or, if the
               distributions are being made over the period described in
               paragraph (c) below, over such period.

         (c)   If there is no designated Beneficiary, or if applicable by
               operation of paragraph (a) or (b) above, the remaining interest
               will be distributed over the Individual's remaining life
               expectancy determined in the year of the Individual's death.

         (d)   The amount to be distributed each year under paragraph (a), (b)
               or (c), beginning with the calendar year following the calendar
               year of the Individual's death, is the quotient obtained by
               dividing the value of the IRA as of the end of the preceding year
               by the remaining life expectancy specified in such paragraph.
               Life expectancy is determined using the Single Life Table in
               Q&A-1 of Regulations Section 1.401(a)-(9)-9.

         (e)   If distributions are being made to a surviving Spouse as the sole
               designated Beneficiary, such Spouse's remaining life expectancy
               for a year is the number in the Single Life Table corresponding
               to the Beneficiary's or Individual's age in the year specified in
               paragraph (a), (b) or (c) and reduced by one (1) for each
               subsequent year.

19.21    DEATH BEFORE DATE DISTRIBUTIONS BEGIN

         (a)   INDIVIDUAL SURVIVED BY DESIGNATED BENEFICIARY - If the Individual
               dies before the date distributions begin and there is a
               designated Beneficiary, the minimum amount that will be
               distributed for each distribution calendar year after the year of
               the Individual's death is the quotient obtained by dividing the
               Individual's account balance by the remaining life expectancy of
               the Individual's designated Beneficiary, determined as provided
               in paragraph 19.20.

         (b)   NO DESIGNATED BENEFICIARY - If the Individual dies before the
               date distributions begin and there is no designated Beneficiary
               as of September 30 of the year following the year of the
               Individual's death, distribution of the Individual's entire
               interest will be completed by December 31 of the calendar year
               containing the fifth (5) anniversary of the Individual's death.

         (c)   DEATH OF SURVIVING SPOUSE BEFORE DISTRIBUTIONS TO SURVIVING
               SPOUSE ARE REQUIRED TO BEGIN - If the Individual dies before the
               date distributions begin, the Individual's surviving Spouse is
               the Individual's sole designated Beneficiary, and the surviving
               Spouse dies before distributions are required to begin to the
               surviving Spouse under paragraph 19.16(a), this paragraph 19.21
               will apply as if the surviving Spouse were the Individual.

19.22    DESIGNATED BENEFICIARY The individual who is designated as the
         Beneficiary under paragraph 1.13 of the Basic Plan Document #01 and is
         the designated Beneficiary under Code Section 401(a)(9) and Regulations
         Section 1.401(a)(9)-1, Q&A-4.

19.23    REMAINDER BENEFICIARY The Individual's Beneficiary may, after the
         Individual's death, name a person, trust, estate or other entity to
         receive distributions of any balance remaining in the Individual's IRA
         after the death of the Individual's Beneficiary. Any person or entity
         so designated will, upon the death of the Individual's Beneficiary,
         become the Individual's Beneficiary for all purposes except for
         required minimum distributions. This additional designation may not
         extend the schedule of required minimum distributions established when
         the Individual attains age 70 1/2 or, if sooner, following the
         Individual's death.

                                        8


19.24    DISTRIBUTION CALENDAR YEAR A calendar year for which a required minimum
         distribution is required. For distributions beginning before the
         Individual's death, the First Distribution Calendar Year is the
         calendar year immediately preceding the calendar year which contains
         the Individual's Required Beginning Date. For distributions beginning
         after the Individual's death, the First Distribution Calendar Year is
         the calendar year in which distributions are required to begin under
         paragraph 19.14. The required minimum distribution for the Individual's
         First Distribution Calendar Year will be made on or before the
         Individual's Required Beginning Date. The required minimum distribution
         for other Distribution Calendar Years, including the required minimum
         distribution for the Distribution Calendar Year in which the
         Individual's Required Beginning Date occurs, will be made on or before
         December 31 of that Distribution Calendar Year.

19.25    LIFE EXPECTANCY Life expectancy as computed by use of the Single Life
         Table in Q&A-1 of Regulations Section 1.401(a)(9)-9.

19.26    INDIVIDUAL'S ACCOUNT BALANCE The IRA account balance as of December 31
         of the calendar year immediately preceding the Distribution Calendar
         Year. The "value" of the IRA includes the amount of any outstanding
         rollover, transfer and recharacterization under Q&As-7 and -8 of
         Regulations Section 1.408-8.

19.27    DUTIES OF THE TRUSTEE The administrative functions the Trustee will
         perform include:

         (a)   setting up and maintaining an IRA in the Individual's name;

         (b)   accepting contributions for deposit to the Individual's IRA. The
               Trustee does not require the Individual to make annual
               contributions since they are voluntary. However, the Trustee is
               not permitted to accept contributions in excess of the Maximum
               Annual Contribution for any Tax Year unless it is a Rollover
               Contribution;

         (c)   investing the Individual's contributions in accordance with the
               Individual's direction;

         (d)   making payments or distributions from the Individual's IRA in
               accordance with the Individual's written instructions;

         (e)   preparing and mailing to the Individual an annual report of the
               Individual's IRA for each Tax Year. The report will show the
               contributions received, the payments and distributions made, the
               investment earnings received, the market value of assets held in
               the Individual's Account including gains and/or losses (if
               applicable) and the balance held in the Account at the end of the
               Tax Year; and

         (f)   preparing an annual calendar year statement concerning the status
               of the account and such information concerning required minimum
               distributions as is prescribed by the Commissioner of Internal
               Revenue.

19.28    DUTIES OF THE INDIVIDUAL The administrative functions the Individual
         must perform include:

         (a)   determining the amount of the Individual's annual contribution,
               if any. The Individual is also responsible to make the
               Individual's contribution within the time limits set by the
               Internal Revenue Service;

         (b)   authorizing any payment or distribution from the Individual's
               Account;

         (c)   filing Form 5329, Return for Additional Taxes Attributable to
               Retirement Plans (including IRAs), Annuities and Modified
               Endowment Contracts, if the Individual owes an excise tax with
               respect to the Individual's IRA;

                                        9


         (d)   furnishing the Trustee with a written explanation of the intended
               use of any distribution prior to attainment of age 59 1/2; and

         (e)   furnishing the Trustee with any information the Trustee may need
               to complete any governmental report required at paragraph
               19.27(f) above. If the Individual fails to furnish the Trustee
               with such information and documents the Trustee may reasonably
               require, the Trustee may in the Trustee's sole discretion
               terminate the account and distribute to the Individual the lump
               sum payment, in an amount equal to the assets in the Account less
               an amount deemed reasonably necessary by the Trustee for the
               payment of all unpaid fees, expenses, charges, taxes or other
               liabilities of the account, whether or not liquidated.

                                   ARTICLE XX
                       ROTH INDIVIDUAL RETIREMENT ACCOUNT

20.1     ROTH IRA An Individual Retirement Account established under Code
Section 408A under which contributions are not tax deductible and qualifying
distributions are not taxable to the Individual.

20.2     INDIVIDUAL ACCOUNTS The Trustee will establish and maintain a Roth
Individual Retirement Account or Annuity in the Individual's name under the
terms as contained herein and where applicable, the Application Form. The
account is established for the exclusive benefit of the Individual or that of
the Individual's Beneficiaries. The Individual's account will be administered
separately from any other IRA or Roth IRA and the assets of such Individual's
IRA or Roth IRA will not be commingled with the assets of any other IRA or Roth
IRA, except in a common trust fund or common investment fund.

20.3     AGE REQUIREMENTS Contributions may be made to this Roth IRA even after
the Individual has reached age 70 1/2.

20.4     PLAN YEAR The 12-month period starting on January 1 and ending on
December 31.

20.5     TIMING OF CONTRIBUTIONS An Individual must make his or her contribution
for a Taxable Year either during such year or within the time period prescribed
by law for filing the Individual's Federal income tax return for such Taxable
Year without extensions.

20.6     ADJUSTED GROSS INCOME (AGI) "AGI" shall mean adjusted gross income as
reported on an Individual's Federal income tax return but modified, in
accordance with Code Section 219(g)(3), to adjust for social security benefits
and passive activity losses and credits and to include foreign earned income,
adoption assistance or expenses and income from U.S. Savings Bonds used to pay
higher education tuition and fees, and further modified, in accordance with Code
Section 408(c)(3)(C), to exclude any amount included in income due to a
conversion from a Traditional or Regular IRA to a Roth IRA.

20.7     MODIFIED AGI An Individual's Modified AGI for a Taxable Year is defined
in Code Section 408A(c)(3)(C)(i) and does not include any amount included in
Adjusted Gross Income as a result of a rollover from a non-Roth IRA (a
"conversion").

20.8     APPLICABLE DOLLAR AMOUNT Applicable Dollar Amount shall mean (i)
$150,000, in the case of an individual filing a joint Federal income tax return,
(ii) $95,000, in the case of any other Individual (other than a married
Individual filing separately), and (iii) $0, in the case of a married Individual
filing separately.

20.9     MAXIMUM PERMISSIBLE AMOUNT No contribution will be accepted unless it
is in cash and the total of such contributions to all the Individual's Roth IRAs
for a Taxable Year does not exceed the applicable amount [as defined in
20.10(b)], or the Individual's Compensation, if less, for that Taxable Year. The
contribution described in the previous sentence that may not exceed the lesser
of the applicable amount or the Individual's Compensation is referred to as a
"Regular Contribution." A "Qualified Rollover Contribution" is a rollover
contribution that meets the requirements of Code Section 408(d)(3), except the
one-rollover-per-year rule of Code Section 408(d)(3)(B) does not apply if the
rollover contribution is from an IRA other than a Roth IRA (a "non-Roth IRA").
Contributions may be limited as described in paragraph 20.10(b).

                                       10


20.10    ROTH IRA CONTRIBUTIONS

         (a)   Except in the case of a Qualified Rollover Contribution or a
               recharacterization [as defined in (f) below], no contribution
               will be accepted unless it is in cash and the total of such
               contribution to all the Individual's Roth IRAs for a taxable year
               does not exceed the Maximum Permissible Amount described at
               paragraph 20.9.

         (b)   When determining the Maximum Permissible Amount, the applicable
               amount is determined under (i) or (ii) below:

               (i)   If the Individual is under age fifty (50), the applicable
                     amount is $3,000 for any Taxable Year beginning in 2002
                     through 2004, $4,000 for any Taxable Year beginning in 2005
                     through 2007, and $5,000 for any Taxable Year beginning in
                     2008 and years thereafter.

               (ii)  If the Individual is age fifty (50) or older, the
                     applicable amount is $3,500 for any Taxable Year beginning
                     in 2002 through 2004, $4,500 for any Taxable Year beginning
                     in 2005, $5,000 for any Taxable Year beginning in 2006
                     through 2007, and $6,000 for any Taxable Year beginning in
                     2008 and years thereafter.

         (c)   If (i) and/or (ii) below apply, the maximum Regular Contribution
               that can be made to all the Individuals' Roth IRAs for a Taxable
               Year is the smaller amount determined under (i) or (ii).

               (i)   The maximum Regular Contribution is phased out ratably
                     between certain levels of modified Adjusted Gross Income
                     ("Modified AGI,") in accordance with the following table:



                     Filing Status               Full Contribution     Phase-Out Range            No Contribution
                     ----------------------      ------------------    ---------------------      -----------------
                                                                                         
                                                              Modified AGI

                     Single or Head of           $95,0000 or less      Between $95,000 and        $110,000 or more
                     Household                                         $110,000

                     Joint Return Or             $150,000 or less      Between $150,000 and       $160,000 or more
                     Qualifying                                        $160,000
                     Widow(er)

                     Married-Separate            $0                    Between $0 and             $10,000 or more
                     Return                                            $10,000


                     If the Individual's Modified AGI for a taxable year is in
                     the phase-out range, the maximum Regular Contribution
                     determined under this table for that Taxable Year is
                     rounded up to the next multiple of $10 and is not reduced
                     below $200.

               (ii)  If the Individual makes Regular Contributions to both Roth
                     and non-Roth IRAs for a Taxable Year, the maximum Regular
                     Contribution that can be made to all the Individual's Roth
                     IRAs for the Taxable Year is reduced by the Regular
                     Contributions made to the Individual's non-Roth IRAs for
                     the Taxable Year.

         (d)   A rollover from a non-Roth IRA cannot be made to this IRA if, for
               the year the amount is distributed from the non-Roth IRA (i) the
               Individual is married and files a separate return, (ii) the
               Individual is not married and has Modified AGI in excess of
               $100,000 or (iii) the Individual is married and together the
               Individual and the Individual's Spouse have Modified AGI in
               excess of $100,000. For purposes of the preceding sentence, a
               husband and wife are not treated as married for a Taxable Year if
               they have lived apart at all times during that Taxable Year and
               file separate returns for the Taxable Year.

         (e)   No contributions will be accepted under a SIMPLE IRA plan
               established by any Employer pursuant to Code Section 408(p).
               Additionally, no transfer or rollover of funds attributable to
               contributions made by a particular employer under its SIMPLE IRA
               plan will be accepted

                                       11


               from an IRA used in conjunction with a SIMPLE IRA plan, prior to
               the expiration of the 2-year period beginning on the date the
               Individual first participated in that employer's SIMPLE IRA plan.

         (f)   A Regular Contribution to a non-Roth IRA may be recharacterized
               pursuant to the rules in Regulations Section 1.408A-5 as a
               Regular Contribution to this IRA, subject to the limits in (c)
               above.

         (g)   For purposes of this paragraph, an Individual's Modified AGI for
               a Taxable Year is defined in Code Section 408A(c)(3)(c)(i) and
               does not include any amount included in Adjusted Gross Income as
               a result of a rollover from a non-Roth IRA (a "conversion").

20.11    EXCESS CONTRIBUTION If the amount contributed by an Individual exceeds
the Maximum Permissible Amount with respect to a Taxable Year, the Individual
must notify the Trustee to distribute to the Individual the excess contribution,
together with any investment earnings on that amount. If an excess is not
corrected by the tax filing deadline (including extensions) for the year during
which the excess contribution was made, such excess contribution may be applied,
on a year-by-year basis, against the annual limit for regular Roth IRA
contributions. However, in order to "carry over" the excess contribution and
treat it as a contribution made for a subsequent year, the Individual must meet
the eligibility requirements for the subsequent year. In addition, the
Individual is subject to the six percent (6%) excise tax for the initial year
and each subsequent year until the excess is used up.

The provisions under Code Section 408(d)(5) for Traditional or Regular IRAs
(correcting excesses after the filing deadline) and under Code Section 219(f)(6)
for Traditional or Regular IRAs (carrying over excesses to a subsequent year) do
not apply to Roth IRAs.

The Individual must notify the Trustee of the excess contribution, in writing,
before the date on which the Individual files, or is required to file, his or
her income tax return for the Taxable Year for which the excess contribution was
made.

20.12    QUALIFIED DISTRIBUTIONS A distribution of contributions or rollovers
made pursuant to this Roth IRA, that are held in a Roth IRA account for five (5)
or more Taxable Years, will be Federal income tax-free and penalty-free if the
distribution is made on account of:

         (a)   the Individual having attained age 59 1/2,

         (b)   the Individual's death,

         (c)   the Individual's Disability, or

         (d)   a Qualified Special Purpose Distribution.

If the entire Roth IRA account balance is distributed before any other Roth IRA
contributions are made, the five (5) year holding period does not start over
when future contributions are made. However, in the following situations, the
five (5) year holding period will not be considered to have begun if:

         (e)   the initial Roth IRA contribution is revoked within the initial
               seven (7) day period;

         (f)   the initial Roth IRA contribution is recharacterized to a
               Traditional IRA; or

         (g)   an excess contribution, plus earnings, is timely distributed in
               accordance with Code Section 408(d)(4), by the tax filing
               deadline (including extensions), unless other eligible
               contributions were made.

20.13    QUALIFIED SPECIAL PURPOSE DISTRIBUTION A distribution to an Individual
who is a Qualified First-Time Homebuyer, as defined under Code Section 72(t)(8),
to the extent such distribution is used by the Individual before the close of
the 120th day after the day on which such distribution is received to pay
qualified acquisition costs with respect to a principal residence of the
Individual, the Spouse of such Individual, or any child, grandchild, or ancestor
of such Individual or the Individual's Spouse.

                                       12


20.14    NONQUALIFIED DISTRIBUTIONS A distribution will not be considered
qualified if such distribution is made within the five (5) year period beginning
with the first Taxable Year for which a contribution or rollover is made to this
Roth IRA. If a nonqualified distribution is made from this Roth IRA, the amount
so distributed shall be subject to tax and applicable penalties to the extent
the distribution, when added to previous nonqualified distributions, exceeds the
aggregate contributions made by the Individual pursuant to this Roth IRA. For
purposes of this determination, contributions shall be deemed to be distributed
on a first-in first-out basis.

20.15    FORM OF PAYMENT An Individual may elect to have the balance in his or
her Roth IRA paid in the form of a lump sum or installment payments in equal or
substantially equal monthly, quarterly, semi-annual, or annual amounts.

20.16    ROLLOVER FROM A QUALIFIED RETIREMENT PLAN An Individual may not roll
over to this or any other Roth IRA any part of a distribution received from a
Qualified Retirement Plan.

20.17    LIFE EXPECTANCY The life expectancy of the Individual. Life expectancy
is determined by reference to the return multiple contained in the tables
published at Regulations Section 1.72-9.

20.18    DISTRIBUTIONS COMMENCING PRIOR TO DEATH An Individual may direct the
Trustee to commence payments in the form of a lump sum or installments at any
time without regard to the minimum distribution requirements under Code Section
401(a)(9). Installment payments may be set up over any period selected by the
Individual provided that such period is acceptable to the Trustee. Installment
payments will continue only so long as amounts remain in the Individual's Roth
IRA. The Individual shall have the right at any time to request a lump sum
payment of the balance remaining in his or her account.

20.19    DISTRIBUTIONS AFTER DEATH Benefits payable to a Beneficiary must be
distributed or commence to be distributed from the Individual's account in
accordance with one of the following provisions:

         (a)   Upon the death of the Individual, distribution of the
               Individual's entire interest shall be completed by December 31 of
               the calendar year containing the fifth (5) anniversary of the
               Individual's death except to the extent that an election is made
               to receive distributions in accordance with (i) or (ii) below.

               (i)   If the Individual's interest is payable to a Beneficiary,
                     then the entire interest of the Individual may be
                     distributed over the life or over a period certain not
                     greater than the life expectancy of the Beneficiary
                     commencing on or before December 31 of the calendar year
                     immediately following the calendar year in which the
                     Individual died.

               (ii)  If the Beneficiary is the Individual's surviving Spouse,
                     the date distributions are required to begin in accordance
                     with (i) above shall not be earlier than the later of (A)
                     December 31 of the calendar year immediately following the
                     calendar year in which the Individual died or (B) December
                     31 of the calendar year in which the Individual would have
                     attained age 70 1/2.

         (b)   If the Beneficiary is the Individual's surviving Spouse, the
               Spouse may elect to treat the account as his or her own Roth IRA.
               This election will be deemed to have been made if such surviving
               Spouse makes a regular contribution to the account, makes a
               rollover to or from such account, or fails to take distributions
               under (a) above.

         (c)   The amount required to be distributed each calendar year under
               (a)(i) or (a)(ii) above shall not be less than the quotient
               obtained by dividing the balance in the account as of the end of
               the preceding calendar year by the Beneficiary's applicable life
               expectancy [as determined under 20.17 above].

20.20    ORDERING RULES UPON DEATH OF INDIVIDUAL For purposes of the ordering
rules upon distribution, a Beneficiary's inherited Roth IRAs may not be
aggregated with any other Roth IRAs maintained by such Beneficiary, except for
other Roth IRAs that the Beneficiary inherited from the same decedent. However,
if the surviving Spouse is the sole Beneficiary of a Roth IRA and such surviving
Spouse elects to treat the Roth IRA as his or her own Roth IRA, the Spouse can
aggregate contributions with his or her other Roth IRAs for purposes of
determining the ordering rules when distributions are taken.

                                       13


20.21    MINIMUM PAYMENT No amount is required to be distributed from this Roth
IRA before the death of the Individual for whose benefit it has been
established. Distributions made pursuant to this Roth IRA will not be subject to
the required minimum distribution rules under Code Section 401(a)(9)(A), or the
incidental death benefit rules under Code Section 401(a).

20.22    DUTIES OF TRUSTEE The administrative functions the Trustee will perform
include:

         (a)   setting up and maintaining a Roth IRA in the Individual's name;

         (b)   accepting contributions for deposit to the Individual's Roth IRA.
               The Trustee will not accept contributions in excess of $2,000 for
               any Taxable Year or contributions from a SIMPLE IRA unless such
               contribution is a rollover or direct transfer from another Roth
               IRA or Traditional or Regular IRA (other than a Conduit IRA);

         (c)   investing contributions in accordance with the investment options
               offered by the Trustee;

         (d)   making payments or distributions from this Roth IRA in accordance
               with written instructions issued by an authorized party
               hereunder;

         (e)   preparing and issuing an annual calendar year report of the Roth
               IRA for each Plan Year concerning the status of the status of the
               account and such information concerning required minimum
               distributions as is prescribed by the Commissioner of Internal
               Revenue. The report will show the contributions received, the
               payments and distributions made, the investment earnings
               received, the market value of assets held in the account and the
               balance held in the account at the end of the Plan Year, and such
               information concerning required minimum distributions as is
               prescribed by the Commissioner of Internal Revenue; and

         (f)   preparing any reports that may be required by the Internal
               Revenue Service or by any governmental unit or agency having
               authority to request reports.

20.23    DUTIES OF INDIVIDUAL  The administrative functions the Individual must
perform include:

         (a)   determining the amount and timing of the annual contribution, if
               any;

         (b)   notifying the Trustee of any excess contribution made for a
               Taxable Year and directing the Trustee as to the disposition of
               such contribution plus the investment earnings thereon;

         (c)   authorizing any payment or distribution from the account;

         (d)   filing Form 5329, Return for Additional Taxes Attributable to
               Qualified Retirement Plans, if an excise tax is owed with respect
               to the Roth IRA;

         (e)   furnishing the Trustee with a written explanation of the intended
               use of any distribution to the Individual prior to the attainment
               of age 59 1/2; and

         (f)   furnishing the Trustee with any information the Trustee may need
               to complete any governmental report required under applicable
               statutes or regulations.

                                    AMENDMENT
                                     TO THE
                             BASIC PLAN DOCUMENT #01

The Employer named in the Adoption agreement hereby amends Basic Plan Document
#01 (the "Plan") to reflect the automatic rollover provisions applicable to
involuntary cash-out distributions as provided in Internal Revenue

                                       14


Service Notice 2005-5 (the "Notice"). This amendment is intended as a good faith
compliance effort with the requirements of the Notice and is to be construed in
accordance with the Notice and the guidance issued thereunder. Except as
otherwise provided, this amendment shall be effective as of March 28, 2005. This
amendment shall supersede the provisions of the Plan to the extent those
provisions are inconsistent with the provisions of this amendment. The Basic
Plan Document #01 is hereby amended as follows:

Paragraphs 6.3(b), 6.3(h), and 6.6(c) of the Plan are deleted in their entirety.
Paragraph 6.3(b) is replaced by the following Paragraph (b), and Paragraphs
6.3(h), 6.6(c) are replaced with the word "reserved." New Paragraphs 7.15 (d),
(g) and (h) are added, existing Paragraphs 7.15 (d), (e) and (f) are relabeled
as (e), (f) and (i) respectively, and Paragraph 7.15 (c) is amended as indicated
below:

6.3      (b)   When a Participant terminates employment and the value of the
               Participant's Vested Account Balance is not greater than $5,000,
               the Participant may request a distribution of the value of the
               entire vested portion of such account balance, without the need
               for spousal consent, and the nonvested portion shall be treated
               as a forfeiture upon such distribution.

               Unless elected otherwise in the Adoption Agreement, if the
               Participant does not elect to have such distribution paid
               directly to an Eligible Retirement Plan, as specified by the
               Participant, or does not elect to receive the distribution
               directly, the Plan Administrator may pay the distribution in a
               Direct Rollover to an Individual Retirement Plan that is
               designated by the Plan Administrator and is communicated to the
               Plan Participant. The extent to which rollover amounts will be
               included or excluded in determining the value of the
               Participant's Vested Account Balance for purposes of the Plan's
               involuntary cash-out rules will be governed by the existing
               Adoption Agreement provision. Notwithstanding the preceding
               sentence, rollover amounts will always be considered in
               determining if the $1,000 threshold has been exceeded.

               Unless elected otherwise in the Adoption Agreement, if a
               Participant's Vested Account Balance is $1,000 or less, such
               distribution shall be paid in a direct distribution to the
               Participant after complying with the federal tax withholding
               rules. Terminated Participants receiving an involuntary
               distribution of $200 or more must be notified of their right to
               have such amounts directly rolled-over to an IRA or qualified
               plan of their choosing.

               If elected in the Adoption Agreement, the Plan Administrator may
               suspend the processing of the automatic rollover provisions of
               this paragraph of amounts set forth in the adoption agreement but
               not greater than $5,000 from March 28, 2005 through December 31,
               2005, or until such time as adequate administrative procedures
               are put in place to process an involuntary cash-out in accordance
               with the foregoing provisions. Any such automatic rollover, which
               has been suspended during this period, shall be completed no
               later than December 31, 2005.

         (h)   Reserved.

6.6      (c)   Reserved.

7.15     (c)   The  number  $5,000 is  replaced  by $1,000  where it  appears
               in the second sentence of said paragraph.

         (d)   Unless elected otherwise in the Adoption Agreement, if a
               terminated Participant cannot be located, the Participant's
               Vested Account Balance is in excess of $1,000 but not greater
               than $5,000, and no Participant election has been made regarding
               the disposition of their Vested Account Balance, the automatic
               rollover provisions of Code Section 401(a)(31)(B) as contained at
               paragraph 6.3(b) shall be applied to said Account.

         (g)   In the event of a plan termination, the Plan Administrator shall
               apply such search methods for locating missing Participants as
               described in the Department of Labor Field Assistance Bulletin
               2004-02 as it considers in its sole discretion appropriate under
               the circumstances.

         (h)   In making distributions from a terminating Plan on behalf of
               Participants who are either determined to be missing or who
               otherwise fail to elect a method of distribution in connection

                                       15


               with the termination of the Plan, the Plan Administrator shall
               comply with the relevant requirements of proposed Treasury
               Regulation Section 2550.404a-2, without regard to the amount
               involved in the rollover distribution.

                                       16

EX-10.4

                                                                    EXHIBIT 10.4

                PROTOTYPE DEFINED BENEFIT PENSION PLAN AND TRUST

                                  SPONSORED BY

                                      SBERA

                             BASIC PLAN DOCUMENT #02

COPYRIGHT 2002 MCKAY HOCHMAN CO., INC.                               AUGUST 2002

                                                                            8/02



THIS DOCUMENT IS COPYRIGHTED UNDER THE LAWS OF THE UNITED STATES. ITS USE,
DUPLICATION OR REPRODUCTION, INCLUDING THE USE OF ELECTRONIC MEANS, IS
PROHIBITED BY LAW WITHOUT THE EXPRESS CONSENT OF THE AUTHOR.

                                TABLE OF CONTENTS

                                                                                                          
   1.2    ACTUARIAL EQUIVALENT (EQUIVALENCE)........................................................................2
   1.3    ADOPTION AGREEMENT........................................................................................2
   1.4    ANNIVERSARY DATE..........................................................................................2
   1.5    ANNUAL ADDITIONS..........................................................................................2
   1.6    ANNUAL BENEFIT............................................................................................2
   1.7    ANNUITY STARTING DATE.....................................................................................3
   1.8    APPLICABLE INTEREST RATE..................................................................................3
   1.9    APPLICABLE LIFE EXPECTANCY................................................................................3
   1.10   APPLICABLE MORTALITY TABLE................................................................................3
   1.11   AVERAGE ANNUAL COMPENSATION...............................................................................3
   1.12   BASIC NORMAL RETIREMENT BENEFIT...........................................................................3
   1.13   BREAK IN SERVICE..........................................................................................4
   1.14   CODE......................................................................................................4
   1.15   COMPENSATION..............................................................................................4
   1.16   COVERED COMPENSATION......................................................................................6
   1.17   CUSTODIAN.................................................................................................6
   1.18   DEFINED BENEFIT PLAN......................................................................................6
   1.19   DEFINED BENEFIT PLAN DOLLAR LIMITATION....................................................................6
   1.20   DEFINED BENEFIT (PLAN) FRACTION...........................................................................6
   1.21   DEFINED CONTRIBUTION PLAN.................................................................................7
   1.22   DEFINED CONTRIBUTION (PLAN) FRACTION......................................................................7
   1.23   DESIGNATED BENEFICIARY....................................................................................7
   1.24   DIRECT ROLLOVER...........................................................................................7
   1.25   DISABILITY................................................................................................7
   1.26   DISTRIBUTEE...............................................................................................7
   1.27   DISTRIBUTION CALENDAR YEAR................................................................................7
   1.28   EARLIEST RETIREMENT AGE...................................................................................7
   1.29   EARLY RETIREMENT AGE......................................................................................8
   1.30   EARNED INCOME.............................................................................................8
   1.31   EFFECTIVE DATE............................................................................................8
   1.32   ELECTION PERIOD...........................................................................................8
   1.33   ELAPSED TIME..............................................................................................8
   1.34   ELIGIBLE RETIREMENT PLAN..................................................................................8
   1.35   ELIGIBLE ROLLOVER DISTRIBUTION............................................................................8
   1.36   EMPLOYEE..................................................................................................8
   1.37   EMPLOYER..................................................................................................9
   1.38   ENTRY DATE................................................................................................9
   1.39   ERISA.....................................................................................................9
   1.40   FIRST DISTRIBUTION CALENDAR YEAR..........................................................................9
   1.41   FRESH-START DATE..........................................................................................9
   1.42   FRESH-START GROUP.........................................................................................9
   1.43   FROZEN ACCRUED BENEFIT....................................................................................9
   1.44   FROZEN PROJECTED BENEFIT.................................................................................10
   1.45   FUND.....................................................................................................10
   1.46   HIGHEST AVERAGE COMPENSATION.............................................................................10
   1.47   HIGHLY COMPENSATED EMPLOYEE..............................................................................10
   1.48   HOUR OF SERVICE..........................................................................................11
   1.49   JOINT AND SURVIVOR ANNUITY...............................................................................11
   1.50   KEY EMPLOYEE.............................................................................................12
   1.51   LEASED EMPLOYEE..........................................................................................12
   1.52   LIMITATION YEAR..........................................................................................12
   1.53   LOOKBACK MONTH...........................................................................................12

   

                                        i


                                                                                                             
   1.54   MAXIMUM PERMISSIBLE AMOUNT...............................................................................12
   1.55   MASTER OR PROTOTYPE PLAN.................................................................................13
   1.56   MONTH OF SERVICE.........................................................................................13
   1.57   NORMAL RETIREMENT AGE....................................................................................13
   1.58   NORMAL RETIREMENT BENEFIT................................................................................14
   1.59   NORMAL RETIREMENT DATE...................................................................................14
   1.60   OWNER-EMPLOYEE...........................................................................................14
   1.61   PAIRED PLANS.............................................................................................14
   1.62   PARTICIPANT..............................................................................................14
   1.63   PERIOD OF SEVERANCE......................................................................................14
   1.64   PERMISSIVE AGGREGATION GROUP.............................................................................14
   1.65   PLAN.....................................................................................................14
   1.66   PLAN ADMINISTRATOR.......................................................................................14
   1.67   PLAN YEAR................................................................................................14
   1.68   PRESENT VALUE............................................................................................14
   1.69   PROJECTED ANNUAL BENEFIT.................................................................................15
   1.70   QUALIFIED DEFERRED COMPENSATION PLAN.....................................................................15
   1.71   QUALIFIED DOMESTIC RELATIONS ORDER.......................................................................15
   1.72   QUALIFIED EARLY RETIREMENT AGE...........................................................................15
   1.73   QUALIFIED JOINT AND SURVIVOR ANNUITY.....................................................................15
   1.74   QUALIFIED VOLUNTARY CONTRIBUTION.........................................................................15
   1.75   REQUIRED AGGREGATION GROUP...............................................................................15
   1.76   REQUIRED BEGINNING DATE..................................................................................15
   1.77   RETIREMENT PROTECTION ACT OF 1999 (RPA '94) OLD LAW BENEFIT..............................................16
   1.78   ROLLOVER CONTRIBUTION....................................................................................16
   1.79   SELF-EMPLOYED INDIVIDUAL.................................................................................16
   1.80   SERVICE..................................................................................................16
   1.81   SHAREHOLDER EMPLOYEE.....................................................................................16
   1.82   SIMPLIFIED EMPLOYEE PENSION PLAN.........................................................................16
   1.83   SOCIAL SECURITY RETIREMENT AGE...........................................................................16
   1.84   SPONSOR..................................................................................................16
   1.85   SPOUSE...................................................................................................17
   1.86   STABILITY PERIOD.........................................................................................17
   1.87   STRAIGHT LIFE ANNUITY....................................................................................17
   1.88   SUPER TOP-HEAVY PLAN.....................................................................................17
   1.89   TAX REFORM ACT OF 1986 (TRA '86) ACCRUED BENEFIT.........................................................17
   1.90   TAXABLE WAGE BASE........................................................................................17
   1.91   THEORETICAL CONTRIBUTION.................................................................................17
   1.92   THEORETICAL ILP RESERVE..................................................................................17
   1.93   TOP-HEAVY DETERMINATION DATE.............................................................................17
   1.94   TOP-HEAVY PLAN...........................................................................................17
   1.95   TOP-HEAVY RATIO..........................................................................................18
   1.96   TOP-PAID GROUP...........................................................................................18
   1.97   TRANSFER CONTRIBUTION....................................................................................19
   1.98   TRUST....................................................................................................19
   1.99   TRUSTEE..................................................................................................19
   1.100    USERRA.................................................................................................19
   1.101    VALUATION DATE.........................................................................................19
   1.102    VESTED ACCRUED BENEFIT.................................................................................19
   1.103    VOLUNTARY AFTER-TAX CONTRIBUTION.......................................................................19
   1.104    WELFARE BENEFIT FUND...................................................................................19
   1.105    YEAR OF PARTICIPATION..................................................................................20
   1.106    YEAR OF SERVICE........................................................................................20

ELIGIBILITY REQUIREMENTS...........................................................................................21

   2.1    PARTICIPATION............................................................................................21
   2.2    CHANGE IN CLASSIFICATION OF EMPLOYMENT...................................................................21
   2.3    COMPUTATION PERIOD.......................................................................................21
   2.4    EMPLOYMENT RIGHTS........................................................................................21
   2.5    SERVICE WITH CONTROLLED GROUPS...........................................................................21



                                       ii


                                                                                                             
   2.6    LEASED EMPLOYEES.........................................................................................21

EMPLOYER CONTRIBUTIONS.............................................................................................23

   3.1    AMOUNT...................................................................................................23
   3.2    EXPENSES AND FEES........................................................................................23
   3.3    RESPONSIBILITY FOR CONTRIBUTIONS.........................................................................23
   3.4    ALLOCATIONS OF  BENEFITS.................................................................................23
   3.5    RETURN OF CONTRIBUTIONS..................................................................................24

EMPLOYEE CONTRIBUTIONS.............................................................................................25

   4.1    VOLUNTARY AFTER-TAX CONTRIBUTIONS........................................................................25
   4.2    QUALIFIED VOLUNTARY CONTRIBUTIONS........................................................................25
   4.3    ROLLOVER CONTRIBUTION....................................................................................25
   4.4    TRANSFER CONTRIBUTION....................................................................................25
   4.5    DIRECT ROLLOVER OF BENEFITS..............................................................................26
   4.6    SEPARATE ACCOUNTS........................................................................................26
   4.7    ADJUSTMENTS TO PARTICIPANT ACCOUNTS......................................................................26
   4.8    NONFORFEITABILITY........................................................................................27
   4.9    IN-SERVICE WITHDRAWALS OF EMPLOYEE CONTRIBUTIONS.........................................................27
   4.10   WITHDRAWAL ON TERMINATION OF EMPLOYMENT..................................................................27
   4.11   WITHDRAWAL ON DEATH......................................................................................27

RETIREMENT BENEFITS................................................................................................28

   5.1    NORMAL RETIREMENT BENEFIT................................................................................28
   5.2    ADJUSTING FROZEN ACCRUED BENEFITS........................................................................28
   5.3    LATE RETIREMENT BENEFIT..................................................................................28
   5.4    DISABILITY RETIREMENT BENEFIT............................................................................29
   5.5    DEFINITE BENEFIT REQUIREMENTS............................................................................29
   5.6    EARLY RETIREMENT BENEFIT.................................................................................30
   5.7    CASH-OUT OF ACCRUED BENEFITS.............................................................................30
   5.8    RESTRICTIONS ON IMMEDIATE DISTRIBUTIONS..................................................................30
   5.9    NORMAL FORM OF PAYMENT...................................................................................31
   5.10   OPTIONAL FORMS OF PAYMENT................................................................................31
   5.11   COMMENCEMENT OF BENEFITS.................................................................................32
   5.12   IN-SERVICE WITHDRAWALS OF EMPLOYER CONTRIBUTIONS.........................................................32
   5.13   CLAIMS PROCEDURES........................................................................................32
   5.14   SUSPENSION OF BENEFITS...................................................................................32
   5.15   SPECIAL RULES FOR FULLY INSURED PLANS....................................................................33

DISTRIBUTION REQUIREMENTS..........................................................................................35

   6.1    JOINT AND SURVIVOR ANNUITY REQUIREMENTS..................................................................35
   6.2    MINIMUM DISTRIBUTION REQUIREMENTS........................................................................35
   6.3    LIMITS ON DISTRIBUTION PERIODS...........................................................................35
   6.4    REQUIRED BEGINNING DATE..................................................................................35
   6.5    DETERMINATION OF AMOUNT TO BE DISTRIBUTED EACH YEAR......................................................36
   6.6    ELIGIBILITY FOR DEATH BENEFITS...........................................................................38
   6.7    DEATH AFTER COMMENCEMENT OF BENEFITS.....................................................................38
   6.8    DEATH PRIOR TO COMMENCEMENT OF BENEFITS..................................................................38
   6.9    LIFE EXPECTANCY..........................................................................................39
   6.10   BENEFICIARY ELECTION OF DISTRIBUTION METHOD..............................................................39
   6.11   PAYMENTS TO A CHILD OF THE PARTICIPANT...................................................................39
   6.12   DEEMED DISTRIBUTION STARTING DATE........................................................................39
   6.13   NO BENEFICIARY...........................................................................................39
   6.14   TRANSITIONAL RULES.......................................................................................39

JOINT AND SURVIVOR ANNUITY REQUIREMENTS............................................................................41

   7.1    PRECEDENCE OVER CONFLICTING PROVISIONS...................................................................41
   7.2    PAYMENT OF QUALIFIED JOINT AND SURVIVOR ANNUITY..........................................................41
   7.3    PAYMENT OF QUALIFIED PRE-RETIREMENT SURVIVOR ANNUITY.....................................................41



                                       iii


                                                                                                             
   7.4    QUALIFIED ELECTION.......................................................................................41
   7.5    NOTICE REQUIREMENTS FOR QUALIFIED JOINT AND SURVIVOR ANNUITY.............................................42
   7.6    NOTICE REQUIREMENTS FOR QUALIFIED PRE-RETIREMENT SURVIVOR ANNUITY........................................43
   7.7    NO NOTICES FOR FULLY SUBSIDIZED PLANS....................................................................43
   7.8    TRANSITIONAL JOINT AND SURVIVOR ANNUITY RULES............................................................43
   7.9    AUTOMATIC JOINT AND SURVIVOR ANNUITY AND EARLY SURVIVOR ANNUITY..........................................43
   7.10   ANNUITY CONTRACTS........................................................................................44

VESTING............................................................................................................45

   8.1    EMPLOYER PAID BENEFITS...................................................................................45
   8.2    COMPUTATION PERIOD.......................................................................................45
   8.3    REQUALIFICATION AFTER A BREAK IN SERVICE.................................................................45
   8.4    CALCULATING VESTED INTEREST..............................................................................45
   8.5    COMMENCEMENT OF BENEFITS.................................................................................45
   8.6    FORFEITURES..............................................................................................45
   8.7    UNCLAIMED BENEFITS.......................................................................................45
   8.8    AMENDMENT OF VESTING SCHEDULE............................................................................46
   8.9    AMENDMENTS AFFECTING VESTED AND/OR ACCRUED BENEFITS......................................................46
   8.10   SERVICE WITH CONTROLLED GROUPS...........................................................................47
   8.11   COMPLIANCE WITH UNIFORMED SERVICE EMPLOYMENT AND REEMPLOYMENT RIGHTS ACT OF 1994.........................47

LIMITATIONS ON BENEFITS............................................................................................48

   9.1    PARTICIPATION IN THIS PLAN...............................................................................48
   9.2    PARTICIPATION IN THIS PLAN AND ANOTHER EMPLOYER PLAN.....................................................48
   9.3    LIMITATIONS ON BENEFITS..................................................................................49

ADMINISTRATION.....................................................................................................50

   10.1   PLAN ADMINISTRATOR.......................................................................................50
   10.2   PERSONS SERVING AS PLAN ADMINISTRATOR....................................................................51
   10.3   ACTION BY EMPLOYER.......................................................................................51
   10.4   RESPONSIBILITIES OF THE PARTIES..........................................................................51
   10.5   ALLOCATION OF INVESTMENT RESPONSIBILITY..................................................................51
   10.6   APPOINTMENT OF INVESTMENT MANAGER........................................................................51
   10.7   PARTICIPANT LOANS........................................................................................51
   10.8   INSURANCE POLICIES.......................................................................................53
   10.9   DETERMINATION OF QUALIFIED DOMESTIC RELATIONS ORDER (QDRO OR ORDER)......................................54
   10.10    RECEIPT AND RELEASE FOR PAYMENTS.......................................................................55
   10.11    RESIGNATION AND REMOVAL................................................................................55
   10.12    CLAIMS AND CLAIMS REVIEW PROCEDURE.....................................................................55
   10.13    BONDING................................................................................................56

TRUST PROVISIONS...................................................................................................57

   11.1   ESTABLISHMENT OF THE TRUST...............................................................................57
   11.2   CONTROL OF PLAN ASSETS...................................................................................57
   11.3   DISCRETIONARY TRUSTEE....................................................................................57
   11.4   NONDISCRETIONARY TRUSTEE.................................................................................58
   11.5   PROVISIONS RELATING TO INDIVIDUAL TRUSTEES...............................................................58
   11.6   INVESTMENT INSTRUCTIONS..................................................................................58
   11.7   FIDUCIARY STANDARDS......................................................................................58
   11.8   POWERS OF THE TRUSTEE....................................................................................59
   11.9   APPOINTMENT OF ADDITIONAL TRUSTEE AND ALLOCATION OF RESPONSIBILITIES.....................................61
   11.10    COMPENSATION, ADMINISTRATIVE FEES AND EXPENSES.........................................................61
   11.11    RECORDS................................................................................................62
   11.12    LIMITATION ON LIABILITY AND INDEMNIFICATION............................................................62
   11.13    CUSTODIAN..............................................................................................64
   11.14    INVESTMENT ALTERNATIVES OF THE CUSTODIAN...............................................................65
   11.15    PROHIBITED TRANSACTIONS................................................................................65
   11.16    EXCLUSIVE BENEFIT RULES................................................................................65
   11.17    ASSIGNMENT AND ALIENATION OF BENEFITS..................................................................65



                                       iv


                                                                                                             
   11.18    LIQUIDATION OF ASSETS..................................................................................66
   11.19    RESIGNATION AND REMOVAL................................................................................66

TOP-HEAVY PROVISIONS...............................................................................................67

   12.1   APPLICABILITY OF RULES...................................................................................67
   12.2   MINIMUM BENEFIT..........................................................................................67
   12.3   MINIMUM VESTING..........................................................................................68
   12.4   LIMITATIONS ON BENEFITS..................................................................................68
   12.5   BENEFIT REDUCTION RESULTING FROM AGGREGATION.............................................................68

AMENDMENT AND TERMINATION..........................................................................................71

   13.1   AMENDMENT BY SPONSOR.....................................................................................71
   13.2   AMENDMENT BY EMPLOYER....................................................................................71
   13.3   PROTECTED BENEFITS.......................................................................................71
   13.4   PLAN TERMINATION.........................................................................................71
   13.5   ALLOCATION OF ASSETS UPON TERMINATION....................................................................71
   13.6   EARLY TERMINATION PROVISIONS.............................................................................72
   13.7   EARLY TERMINATION RESTRICTIONS...........................................................................73
   13.8   QUALIFICATION OF EMPLOYER'S PLAN.........................................................................74
   13.9   MERGERS AND CONSOLIDATIONS...............................................................................75
   13.10    RESIGNATION AND REMOVAL................................................................................75
   13.11    QUALIFICATION OF PROTOTYPE.............................................................................75

GOVERNING LAW......................................................................................................76

   14.1   GOVERNING LAW............................................................................................76
   14.2   STATE COMMUNITY PROPERTY LAWS............................................................................76



                                        v


                PROTOTYPE DEFINED BENEFIT PENSION PLAN AND TRUST

                                  SPONSORED BY

                                      SBERA

The Sponsor hereby establishes the following Prototype Retirement Plan and Trust
for use by those of its customers who qualify and wish to adopt a qualified
retirement program. Any Plan and Trust established hereunder shall be
administered for the exclusive benefit of Participants and their beneficiaries
under the following terms and conditions:

                                    ARTICLE I

                                   DEFINITIONS

1.1      ACCRUED BENEFIT
The Basic Normal Retirement Benefit computed in accordance with the Plan's
benefit formula projected to a Participant's Normal Retirement Age based on the
Participant's Average Annual Compensation as defined in paragraph 1.11, in
effect at the date of determination and determined under one of the methods
specified below:

         (a)     Under the fractional method of calculating Accrued Benefit, the
                 Normal Retirement Benefit at the Participant's Normal
                 Retirement Age is multiplied by a fraction, as specified in the
                 Adoption Agreement, the numerator of which is either the actual
                 number of Years of Service the Participant has completed with
                 the Employer or the actual number of Years of Participation in
                 the Plan, and the denominator of which is the number of Years
                 of Service or Participation the Participant would have
                 accumulated with the Employer as of such Participant's Normal
                 Retirement Age, or the current year, if later. If so selected,
                 "Years and Months" will be substituted for "Years" in the
                 preceding sentence. However, if this Plan has had a fresh-start
                 and after the latest Fresh-Start Date the fresh-start rule used
                 under the Plan is the formula with wear-away, the amount in the
                 preceding sentence will not be less than the Participant's
                 Frozen Accrued Benefit. If this Plan has had a fresh-start and
                 after the latest Fresh-Start Date the fresh-start rule used
                 under the Plan is the formula with wear-away or extended
                 wear-away, in determining the Participant's Accrued Benefit
                 with respect to Years of Participation or Service after the
                 latest Fresh-Start Date under the formula without wear-away,
                 the numerator of the fraction will be limited to the
                 Participant's Years of Participation or Service after the
                 latest Fresh-Start Date.

                 (1)    If the Employer's Plan is a Standardized Unit Benefit
                        Plan, a Participant's Accrued Benefit at any time equals
                        the product of the Normal Retirement Benefit multiplied
                        by a fraction, the numerator of which is the number of
                        Years of Participation at such time, and the denominator
                        of which is the number of Years of Participation the
                        Participant would have at Normal Retirement Age, or the
                        current year if later.

                 (2)    If the Employer's Plan is a Standardized Flat Benefit
                        Plan, a Participant's Accrued Benefit at any time equals
                        the product of the Normal Retirement Benefit multiplied
                        by a fraction, the numerator of which is the number of
                        Years of Participation at such time, and the denominator
                        of which is the number of Years of Participation the
                        Participant would have at Normal Retirement Age, or
                        twenty-five (25) years if greater.

         (b)     Alternately, each Participant may accrue a benefit based on a
                 fixed percentage of Compensation or stated dollar amount per
                 Year of Participation or per Year of Service. When determining
                 the Accrued Benefit under this method, the Basic Normal
                 Retirement Benefit is the total benefit accrued at the
                 Participant's Normal Retirement Date. If the Participant
                 separates from Service prior to his or her Normal Retirement
                 Date, the Accrued Benefit is equal to the Normal Retirement
                 Benefit as of the date of separation of Service. If the accrual
                 is based on a percentage of Compensation for each Year of
                 Participation, a Participant should not accrue benefits in any
                 year which exceed 133-1/3% of the annual rate at which the
                 Participant could accrue benefits for any prior Plan Year.

                                       vi


         (c)     Under the "three percent (3%) method", a Participant's Accrued
                 Benefit at any time shall equal three percent (3%) of the
                 Normal Retirement Benefit, multiplied by the number of Years of
                 Participation including years after Normal Retirement Age (not
                 in excess of 33-1/3). Under this method, the Normal Retirement
                 Benefit is the benefit to which the Participant would be
                 entitled if he or she commenced participation at the earliest
                 possible entry age under the Plan and served continuously until
                 the earlier of age sixty-five (65) or the Plan's Normal
                 Retirement Age. Compensation is based on the same number of
                 years as specified in the definition of Average Annual
                 Compensation in the Adoption Agreement.

The accrual computation period for purposes of computing a Participant's Accrued
Benefit at any time shall be the Plan Year. Regardless of the method used, a
Participant's Accrued Benefit in a given year shall never be less than his or
her Accrued Benefit as of the end of the prior Plan Year.

For Plan Years beginning before Code Section 411 is applicable hereto, the
Participant's Accrued Benefit shall be the greater of that provided by the Plan,
or one-half of the benefit that would have accrued had the above provisions been
in effect. In the event the Accrued Benefit as of the effective date of Code
Section 411 is less than that provided above, such difference shall be accrued
in accordance with this paragraph.

1.2      ACTUARIAL EQUIVALENT (EQUIVALENCE)
A benefit having the same Present Value on the date payment commences as another
stated benefit. For purposes of establishing Actuarial Equivalence, Present
Value shall be determined by discounting all future payments for interest and
mortality on the basis specified in Section III of the Adoption Agreement.

1.3      ADOPTION AGREEMENT
The document attached hereto by which an Employer elects to establish a
qualified retirement plan and trust under the terms of this Prototype Plan and
Trust.

1.4      ANNIVERSARY DATE
The first day or last day of the Plan Year or other day selected by the Employer
pursuant to the Plan's administrative procedures.

1.5      ANNUAL ADDITIONS
The sum of the following amounts credited to a Participant's account for the
Limitation Year:

         (a)     Employer contributions,

         (b)     Employee contributions (under Article IV),

         (c)     forfeitures,

         (d)     amounts allocated after March 31, 1984 to an individual medical
                 account, as defined in Code Section 415(l)(2), which is part of
                 a pension or annuity plan maintained by the Employer (these
                 amounts are treated as Annual Additions to a Defined
                 Contribution Plan though they arise under a Defined Benefit
                 Plan),

         (e)     amounts derived from contributions paid or accrued after 1985,
                 in taxable years ending after 1985, which are either
                 attributable to post-retirement medical benefits, allocated to
                 the separate account of a Key Employee, as defined in Code
                 Section 419A(d)(3), or under a Welfare Benefit Fund maintained
                 by the Employer are also treated as Annual Additions to a
                 Defined Contribution Plan. (For purposes of this paragraph, an
                 Employee is a Key Employee if he or she meets the requirements
                 of paragraph 1.50 at any time during the Plan Year or preceding
                 Plan Year.) Welfare Benefit Fund is defined at paragraph 1.104;
                 and

         (f)     allocations under a Simplified Employee Pension Plan.

1.6      ANNUAL BENEFIT
A retirement benefit under the Plan which is payable annually in the form of a
Straight Life Annuity. Except as provided below, a benefit payable in a form
other than a Straight Life Annuity must be adjusted to an Actuarially Equivalent
Straight Life Annuity before applying the limitations of this Article. For
Limitation Years beginning before

                                        2


January 1, 1995, such Actuarially Equivalent Straight Life Annuity is equal to
the greater of the annuity benefit computed using the interest rate specified in
Section III the Adoption Agreement or five percent (5%). For Limitation Years
beginning after December 31, 1994, the Actuarially Equivalent Straight Life
Annuity is equal to the greater of the annuity benefit computed using the
interest rate and mortality table (or other tabular factor) specified in the
Adoption Agreement and the annuity benefit computed using a five percent (5%)
interest rate assumption and the applicable mortality table specified in the
Adoption Agreement. In determining the Actuarially Equivalent Straight Life
Annuity for a benefit form other than a nondecreasing annuity payable for a
period of not less than the life of the Participant (or, in the case of a
Qualified Pre-Retirement Survivor Annuity, the life of the surviving Spouse), or
decreases during the life of the Participant merely because of the death of the
survivor annuitant (but only if the reduction is not below fifty percent (50%)
of the Annual Benefit payable before the death of the survivor annuitant), or
the cessation or reduction of Social Security supplements of qualified
disability payments [as defined in Code Section 401(a)(11)], "the applicable
interest rate", as defined in Section III of the Adoption Agreement, will be
substituted for "a five percent (5%) interest rate assumption" in the preceding
sentence. The Annual Benefit does not include any benefits attributable to
Employee contributions or Rollover Contributions, or the assets transferred from
a qualified plan that was not maintained by the Employer. No actuarial
adjustment to the benefit is required for:

         (a)     the value of a Qualified Joint and Survivor Annuity,

         (b)     the value of benefits that are not directly related to
                 retirement benefits (such as the qualified disability benefit,
                 pre-retirement death benefits, and post-retirement medical
                 benefits), and

         (c)     the value of post-retirement cost-of-living increases made in
                 accordance with Code Section 415(d) and Federal Income Tax
                 Regulations Section 1.415-3(c)(2)(iii).

1.7      ANNUITY STARTING DATE
Used in conjunction with the Qualified Joint and Survivor Annuity requirements,
it is the first day of the first period for which a benefit amount is paid as an
annuity or in any other form. The Annuity Starting Date for disability benefits
shall be the date such benefits commence if the disability benefit is not an
auxiliary benefit. An auxiliary benefit is a disability benefit that does not
reduce the benefit payable at Normal Retirement Age. If benefit payments in any
form are suspended pursuant to paragraph 5.14 of the Plan for an Employee who
continues in Service without a separation and who does not receive a benefit
payment, the recommencement of benefit payments shall be treated as a new
Annuity Starting Date.

1.8      APPLICABLE INTEREST RATE
The rate of interest on thirty (30) year Treasury Securities as specified for
the Lookback Month for the Stability Period specified in the Adoption Agreement.

1.9      APPLICABLE LIFE EXPECTANCY
The life expectancy (or joint and last survivor expectancy) calculated using the
attained age of the Participant (or Designated Beneficiary) as of the
Participant's (or Designated Beneficiary's) birthday in the Applicable Calendar
Year reduced by one for each calendar year which has elapsed since the date life
expectancy was first calculated. If life expectancy is being recalculated, the
Applicable Life Expectancy shall be the life expectancy as so recalculated. The
life expectancy of a non-Spouse beneficiary may not be recalculated.

1.10     APPLICABLE MORTALITY TABLE
The table set forth in Revenue Ruling 95-6, 1995-1 C. B., or such successor
table as determined by the Secretary of the Treasury or his or her designee.

1.11     AVERAGE ANNUAL COMPENSATION
A Participant's annual Compensation averaged over the highest three (3)
consecutive Plan Years or calendar years or such other period specified in
Section III of the Adoption Agreement. For a Participant with less than three
(3) Years of Service, Average Annual Compensation means the average of his or
her total period of Service measured by the Plan Year or calendar year as
elected in Section III of the Adoption Agreement. In Adoption Agreements not
incorporating permitted disparity, the years may be nonconsecutive. In the event
that a Participant is employed for less than the Plan's full accounting period,
and has not been credited with the number of years in the averaging period,
annual Compensation shall be the annual equivalent of his or her remuneration
for such period, if the Participant qualifies for a Year of Service or
Participation. For Participants with more Service than specified in the
averaging period, the average will be based on the selection in Section III of
the Adoption Agreement.

1.12     BASIC NORMAL RETIREMENT BENEFIT

                                        3


A monthly pension beginning on the first day of the month following a
Participant's Normal Retirement Date, or actual retirement date if the
Participant works past Normal Retirement and does not commence payment, and
ending on the first day of the month in which death occurs.

1.13     BREAK IN SERVICE
A twelve (12) consecutive month period during which an Employee fails to
complete more than 500 Hours of Service, if the Hours of Service method is used
to determine a Year of Service or a period of severance of at least twelve (12)
consecutive months if the Elapsed Time Method is being used to determine a Year
of Service.

1.14     CODE
The Internal Revenue Code of 1986 including any amendments thereto. Reference to
any section or subsection of the Code, includes reference to any comparable or
succeeding provisions of any legislation which amends, supplements or replaces
such section or subsection, and also includes reference to any Regulation issued
pursuant to or with respect to such section or subsection.

1.15     COMPENSATION
The Employer may select one of the following three safe-harbor definitions of
Compensation in the Adoption Agreement. An Employer who adopts a standardized
plan, a plan that uses permitted disparity, or a plan that must provide a
top-heavy minimum benefit must use one of the three safe-harbor definitions of
Compensation. In a Nonstandardized Adoption Agreement, the Employer may modify
the definition of Compensation, provided that such definition, as modified,
satisfies the provisions of Code Sections 414(s) and 401(a)(4). Compensation
will also include Compensation from the Employer paid by another individual or
entity under the provisions of Code Sections 3121 and 3306. Unless otherwise
specified in the Adoption Agreement, Compensation shall only include amounts
earned while a Participant if Plan Year is chosen as the determination period.

         (a)     CODE SECTION 3401(a) WAGES. Compensation is defined as wages
                 within the meaning of Code Section 3401(a) for the purposes of
                 Federal income tax withholding at the source but determined
                 without regard to any rules that limit the remuneration
                 included in wages based on the nature or location of the
                 employment or the services performed [such as the exception for
                 agricultural labor in Code Section 3401(a)(2)].

         (b)     CODE SECTIONS 6041, 6051 AND 6052 REPORTABLE WAGES Compensation
                 is defined as information required to be reported under Code
                 Sections 6041, 6051 and 6052 of the Internal Revenue Code
                 (wages, tips and other compensation as reported on Form W-2).
                 Compensation includes wages at (a) above and all other payments
                 of Compensation to an Employee by the Employer (in the course
                 of the Employer's trade or business) for which the Employer is
                 required to furnish the Employee a written statement under Code
                 Sections 6041(d), 6051(a)(3) and 6052. Compensation must be
                 determined without regard to any rules that limit the
                 remuneration included in wages based on the nature or location
                 of the employment or the services performed [such as the
                 exception for agricultural labor in Code Section 3401(a)(2)].

         (c)     CODE SECTION 415 COMPENSATION. Compensation is defined as Code
                 Section 415 Compensation which is: a Participant's Earned
                 Income, wages, salaries, and fees for professional services and
                 other amounts received (without regard to whether or not an
                 amount is paid in cash) for personal services actually rendered
                 in the course of employment with the Employer maintaining the
                 Plan to the extent that the amounts are includible in gross
                 income [including, but not limited to, commissions paid
                 salesmen, Compensation for services on the basis of a
                 percentage of profits, commissions on insurance premiums, tips,
                 bonuses, fringe benefits and reimbursements or other expense
                 allowances under a nonaccountable plan as described in
                 Regulations Section 1.62-2(c)]. For Limitation Years beginning
                 after December 31, 1997, for purposes of applying the
                 definition of this paragraph and the limitations of Article IX,
                 Compensation paid or made available during such Limitation
                 Years shall include any elective deferral [as defined in Code
                 Section 402(g)(3)], and any amount which is contributed or
                 deferred by the Employer at the election of the Employee and
                 which is not includible in gross income of the Employee by
                 reason of Code Sections 125, 132(f) 402(e)(3), 402(h)(1) or
                 403(b). Compensation excludes the following:

                 (1)    for Limitation Years beginning before January 1, 1998,
                        Employer contributions, made under the terms of a salary
                        deferral agreement between an Employee and the Employer,
                        to a plan of deferred compensation which are not
                        includible in the Employee's gross income for the
                        taxable year in which contributed. Such contributions
                        shall include any amount deferred

                                        4


                        under Code Section 125 in connection with a cafeteria
                        plan, Code Section 402(e)(3) in connection with a cash
                        or deferred plan, Code Section 402(h)(1)(B) in
                        connection with a Simplified Employee Pension Plan, Code
                        Section 457 Plan and Code Section 403(b) in connection
                        with a tax-sheltered annuity plan;

                 (2)    distributions received from a plan of deferred
                        compensation;

                 (3)    amounts realized from the exercise of a non-qualified
                        stock option, or when restricted stock (or property)
                        held by the Employee either becomes freely transferable
                        or is no longer subject to a substantial risk of
                        forfeiture;

                 (4)    amounts realized from the sale, exchange or other
                        disposition of stock acquired under a qualified stock
                        option; and

                 (5)    other amounts which received special tax benefits, or
                        contributions made by the Employer (whether or not under
                        a salary reduction agreement) towards the purchase of an
                        annuity contract described in Code Section 403(b)
                        (whether or not the contributions are actually
                        excludible from the gross income of the Employee).

Unless otherwise specified by the Employer in the Adoption Agreement,
Compensation shall be determined as provided in Code Section 3401(a), i.e.
paragraph (a) above.

EXCLUSIONS FROM COMPENSATION A Participant's Compensation shall be determined in
accordance with paragraph (a), (b) or (c) above and shall not exclude any item
of income unless provided in the basic definition or elected by the Employer in
the Adoption Agreement. When applicable to a Self-Employed Individual,
Compensation shall mean Earned Income.

ANNUAL ADDITIONS AND TOP-HEAVY RULES For purposes of applying the limitations of
Article IX and top-heavy minimums, the definition of Compensation shall be Code
Section 415 Compensation described in paragraph 1.15(c). For Plan Years
beginning before January 1, 1998, Compensation excludes amounts deferred under a
plan of deferred compensation as described at paragraph 1.15(c)(1). For Plan
Years beginning after December 31, 1997, Compensation includes amounts deferred
under a plan of deferred compensation as described at paragraph 1.15(c)(1).
Also, for purposes of applying the limitations of Article IX, Compensation for a
Limitation Year is the Compensation actually paid or made available during such
Limitation Year. For Limitation Years beginning after December 31, 1997,
compensation paid or made available during such Limitation Year shall include
any elective deferral [as defined in Code Section 402(g)(3)], and any amount
which is contributed or deferred by the Employer at the election of the Employee
and which is not includible in the gross income of the Employee by reason of
Code Sections 125, 457 or 132(f)(4).

CONTRIBUTIONS MADE OF BEHALF OF DISABLED PARTICIPANTS Notwithstanding the
preceding paragraph, Compensation for a Participant in a Defined Contribution
Plan who is permanently and totally disabled [as defined in Code Section
22(e)(3)] is the Compensation such Participant would have received for the
Limitation Year if the Participant had been paid at the rate of Compensation
paid immediately before becoming permanently and totally disabled. Effective for
Plan Years beginning after December 31, 1996, such imputed Compensation for the
disabled Participant may be taken into account only if the contributions made on
behalf of such Participant are nonforfeitable when made. Compensation will mean
compensation as that term is defined in this paragraph of Basic Plan Document
#02.

HIGHLY COMPENSATED AND KEY EMPLOYEES For purposes of paragraphs 1.47 and 1.50,
Compensation shall be Code Section 415 Compensation as described in paragraph
1.15(c). Such definition shall include any amount deferred under Code Section
125 in connection with a cafeteria plan, Code Section 132(f) in connection with
qualified transportation fringe benefits, Code Section 402(e)(3) in connection
with a cash or deferred plan, Code Section 402(h)(1)(B) in connection with a
Simplified Employee Pension Plan (SIMPLE), Code Section 402(k) in connection
with a Savings Incentive Match Plan for Employees and Code Section 403(b) in
connection with a tax-sheltered annuity plan.

COMPUTATION PERIOD The Plan Year shall be the computation period for purposes of
determining a Participant's Compensation, unless the Employer selects a
different computation period in the Adoption Agreement.

LIMITATION ON COMPENSATION The annual Compensation of each Participant which may
be taken into account for determining all benefits provided under the Plan
(including benefits under Article XI) for any year shall not exceed the
limitation as imposed by Code Section 401(a)(17), as adjusted under Code Section
401(a)(17)(B).

                                        5


SHORT PLAN YEAR If a Plan has a Plan Year that contains fewer than twelve (12)
calendar months, then the annual Compensation limit for that period is an amount
equal to the limitation as imposed by Code Section 401(a)(17) as adjusted for
the calendar year in which the Compensation period begins, multiplied by a
fraction, the numerator of which is the number of full months in the short Plan
Year and the denominator of which is twelve (12).

USERRA For purposes of Employee and Employer make-up contributions or benefits,
Compensation during the period of military service shall be deemed to be the
Compensation the Employee would have received during such period if the Employee
were not in qualified military service, based on the rate of pay the Employee
would have received from the Employer but for the absence due to military leave.
If the Compensation the Employee would have received during the leave is not
reasonably certain, Compensation will be equal to the Employee's average
Compensation from the Employer during the twelve (12) month period immediately
preceding the military leave or, if shorter, the Employee's actual period of
employment with the Employer.

PRIOR YEAR(s) If Compensation for any prior Plan Year is taken into account in
determining an Employee's contributions or benefits for the current year, the
Compensation for such prior year is subject to the applicable annual
Compensation limit in effect for that prior year. For this purpose, for years
beginning before January 1, 1990, the applicable annual Compensation limit is
$200,000. For Plan Years beginning on or after January 1, 1994, the annual
Compensation of each Participant taken into account for determining all benefits
provided under the Plan for any Plan Year shall not exceed $150,000, as adjusted
for increases in the cost-of-living in accordance with Code Section
401(a)(17)(B). The cost-of-living adjustment in effect for a calendar year
applies to any determination period beginning in such calendar year.

1.16     COVERED COMPENSATION
The average (without indexing) of the Taxable Wage Bases in effect for each
calendar year during the thirty-five (35) year period ending with the last day
of the calendar year in which the Participant attains (or will attain) Social
Security Retirement Age [as defined in Code Section 414(b)(8)]. No increase in
Covered Compensation shall decrease a Participant's Accrued Benefit under the
Plan. In determining a Participant's Covered Compensation for a Plan Year, the
Taxable Wage Base for all calendar years beginning after the first day of the
Plan Year is assumed to be the same as the Taxable Wage Base in effect at the
beginning of the Plan Year for which the determination is being made. Covered
Compensation for a Plan Year after the thirty-five (35) year period is the
Participant's Covered Compensation for the Plan Year during which the
Participant attained Social Security Retirement Age. For a Plan Year before the
thirty-five (35) year period, Covered Compensation is the Taxable Wage Base in
effect as of the beginning of the Plan Year. A Participant's Covered
Compensation will be determined based on the year designated by the Employer in
the Adoption Agreement. For Plan Years beginning before 1989, Covered
Compensation is as was defined under the terms of the Plan as then in effect.

1.17     CUSTODIAN
The institution or institutions (who may be the Sponsor or an affiliate) and any
successors or assigns thereto, appointed by the Employer to hold the assets of
the Trust as provided at paragraph 11.3 hereof.

1.18     DEFINED BENEFIT PLAN
A Plan under which a Participant's benefit is determined by a formula contained
in the Plan under which no individual accounts are maintained for Participants.

1.19     DEFINED BENEFIT PLAN DOLLAR LIMITATION
The limit is $90,000, as adjusted. Effective on January 1, 1988, and each
January thereafter, the $90,000 limitation will be automatically adjusted by
multiplying such limit by the cost of living adjustment factor prescribed by the
Secretary of the Treasury under Code Section 415(d) in such manner as the
Secretary shall prescribe. Effective for Plan Years beginning after December 31,
1994, such adjustments will be in multiples of $5,000. The new limitation will
apply to Limitation Years ending within the calendar year of the date of the
adjustment.

1.20     DEFINED BENEFIT (PLAN) FRACTION
A fraction, the numerator of which is the sum of the Participant's Projected
Annual Benefits under all the Defined Benefit Plans (whether or not terminated)
maintained by the Employer, and the denominator of which is the lesser of 125%
of the dollar limitation determined for the Limitation Year under Code Sections
415(b)(1)(A) and (d) or 140% of the Highest Average Compensation, including any
adjustments under Code Section 415(b)(5), both in accordance with the Maximum
Permissible Amount.

Notwithstanding the above, if the Participant was a Participant as of the first
day of the first Limitation Year beginning after December 31, 1986, in one or
more Defined Benefit Plans maintained by the Employer which were in existence on

                                        6


May 6, 1986, the denominator of this fraction will not be less than 125% of the
sum of the annual benefits under such plans which the Participant had accrued as
of the close of the last Limitation Year beginning before January 1, 1987,
disregarding any changes in the terms and conditions of the Plan after May 5,
1986. The preceding sentence applies only if the Defined Benefit Plans
individually and in the aggregate satisfied the requirements of Section 415 for
all Limitation Years beginning before January 1, 1987.

1.21     DEFINED CONTRIBUTION PLAN
A Plan under which individual accounts are maintained for each Participant to
which all contributions, forfeitures, investment income and gains or losses, and
expenses are credited or deducted. A Participant's benefit under such Plan is
based solely on the fair market value of his or her account balance.

1.22     DEFINED CONTRIBUTION (PLAN) FRACTION
A fraction, the numerator of which is the sum of the Annual Additions to the
Participant's account under all the Defined Contribution Plans (whether or not
terminated) maintained by the Employer for the current and all prior Limitation
Years [including the Annual Additions attributable to the Participant's
Voluntary Contributions to all Defined Benefit Plans, whether or not terminated,
maintained by the Employer, and the Annual Additions attributable to all Welfare
Benefit Funds, as defined in paragraph 1.104, individual medical accounts and
Simplified Employee Pension Plans maintained by the Employer], and the
denominator of which is the sum of the maximum aggregate amounts for the current
and all prior Limitation Years of Service with the Employer (regardless of
whether a Defined Contribution Plan was maintained by the Employer). The maximum
aggregate amount in the Limitation Year is the lesser of 125% of the dollar
limitation determined under Code Sections 415(b) and (d) in effect under Code
Section 415(c)(1)(A) or thirty-five percent (35%) of the Participant's
Compensation for such year.

Transitional Rule: If the Employee was a Participant as of the first day of the
first Limitation Year beginning after 1986, in one or more Defined Contribution
Plans maintained by the Employer which were in existence on May 6, 1986, the
numerator of this fraction will be adjusted if the sum of this fraction and the
Defined Benefit Fraction would otherwise exceed 1.0 under the terms of this
Plan. Under the adjustment, an amount equal to the product of (1) the excess of
the sum of the fractions over 1.0 times (2) the denominator of this fraction
will be permanently subtracted from the numerator of this fraction. The
adjustment is calculated using the fractions as they would be computed as of the
end of the last Limitation Year beginning before 1987, and disregarding any
changes in the terms and conditions of the Plan made after May 5, 1986, but
using the Code Section 415 limitation applicable to the first Limitation Year
beginning on or after January 1, 1987. The Annual Addition for any Limitation
Year beginning before 1987, shall not be recomputed to treat all Employee
contributions as Annual Additions. Additionally, any adjustments which were
previously made to reflect prior law changes, such as the Tax Equity and Fiscal
Responsibility Act of 1982, shall continue to be incorporated in the fraction.

1.23     DESIGNATED BENEFICIARY
The individual who is designated as the beneficiary under the Plan in accordance
with Code Section 401(a)(9) and the Regulations thereunder.

1.24     DIRECT ROLLOVER
A payment by the Plan to the Eligible Retirement Plan specified by the
Participant.

1.25     DISABILITY
Unless the Employer has elected a different definition in the Adoption
Agreement, an illness or injury of a potentially permanent nature, expected to
last for a continuous period of not less than twelve (12) months, certified by a
physician selected by or satisfactory to the Employer which prevents the
Employee from engaging in any occupation for wage or profit for which the
Employee is reasonably fitted by training, education or experience.

1.26     DISTRIBUTEE
A Distributee includes a Participant or former Participant. In addition, the
Participant's or former Participant's surviving Spouse and the Participant's or
former Participant's Spouse or former Spouse who is the alternate payee under a
Qualified Domestic Relations Order, as defined at Code Section 414(p), are
Distributees with regard to the interest of the Spouse or former Spouse.

1.27     DISTRIBUTION CALENDAR YEAR
A calendar year for which a minimum distribution is required.

1.28     EARLIEST RETIREMENT AGE
The earliest date under the Plan on which the Participant could elect to receive
retirement benefits.

                                        7


1.29     EARLY RETIREMENT AGE
The age set by the Employer in the Adoption Agreement [but not less than
fifty-five (55)], which is the earliest age at which a Participant may retire
and receive his or her benefits under the Plan.

1.30     EARNED INCOME
Net earnings from self-employment in the trade or business with respect to which
the Plan is established, determined without regard to items not included in
gross income and the deductions allocable to such items, provided that personal
services of the individual are a material income-producing factor. Earned Income
shall be reduced by contributions made by an Employer to a qualified plan to the
extent deductible under Code Section 404. For tax years beginning after 1989,
net earnings shall be determined taking into account the deduction for one-half
of self-employment taxes allowed to the taxpayer under Code Section 164(f) to
the extent deductible.

1.31     EFFECTIVE DATE
The date on which the Employer's Plan or amendment to such Plan becomes
effective. For amendments reflecting statutory and regulatory changes contained
in the Uruguay Round Agreements Act of the General Agreement on Tariffs and
Trade ("GATT"), the Uniformed Services Employment and Reemployment Rights Act of
1994 (USERRA), the Small Business Job Protection Act of 1996 (SBJPA), the
Taxpayer Relief Act of 1997 (TRA'97), and the IRS Restructuring and Reform Act
of 1998, the Effective Date will be the earlier of the date upon which such
amendment is first administratively applied or the first day of the Plan Year
following the date of adoption of such amendment.

1.32     ELECTION PERIOD
The period which begins on the first day of the Plan Year in which the
Participant attains age thirty-five (35) and ends on the date of the
Participant's death. If a Participant separates from Service prior to the first
day of the Plan Year in which age thirty-five (35) is attained, with respect to
benefits accrued prior to separation, the Election Period shall begin on the
date of separation.

1.33     ELAPSED TIME
A method of determining an Employee's entitlement under the Plan with respect to
eligibility to participate, as well as vesting which is not based on the
Employee's completion of a specified number of Hours of Service during a
consecutive twelve (12) month period, but rather with reference to the total
period of time which elapses during which the Employee is employed by the
Employer maintaining the Plan.

1.34     ELIGIBLE RETIREMENT PLAN
An Eligible Retirement Plan is an individual retirement account (IRA) as
described in Code Section 408(a), an individual retirement annuity (IRA) as
described in Code Section 408(b), an annuity plan as described in Code Section
403(a), or a qualified trust as described in Code Section 401(a), which accepts
Eligible Rollover Distributions. However in the case of an Eligible Rollover
Distribution to a surviving Spouse, an Eligible Retirement Plan is an individual
retirement account or individual retirement annuity.

1.35     ELIGIBLE ROLLOVER DISTRIBUTION
Any distribution of all or any portion of the balance to the credit of the
Participant except that an Eligible Rollover Distribution does not include:

         (a)     any distribution that is one of a series of substantially equal
                 periodic payments (not less frequently than annually) made for
                 the life (or life expectancy) of the Participant or the joint
                 lives (or joint life expectancies) of the Participant and the
                 Participant's Designated Beneficiary, or for a specified period
                 of ten (10) years or more;

         (b)     any hardship withdrawals under Code Section 401(k)(2)(B)(i)(IV)
                 received after December 31, 1998,

         (c)     any distribution to the extent such distribution is required
                 under Code Section 401(a)(9); and

         (d)     the portion of any distribution that is not includible in gross
                 income (determined without regard to the exclusion for net
                 unrealized appreciation with respect to Employer securities).

1.36     EMPLOYEE
A person employed by the Employer (including Self-Employed Individuals and
partners), all Employees of a member of an affiliated service group [as defined
in Code Section 414(m)], all Employees of a controlled group of corporations [as
defined in Code Section 414(b)], all Employees of any incorporated or
unincorporated trade or business which is under

                                        8


common control [as defined in Code Section 414(c)], leased Employees [as defined
in Code Section 414(n)], and any Employee required to be aggregated by Code
Section 414(o). All such Employees shall be treated as employed by a single
Employer.

Leased Employees shall not be Employees for purposes of participation in the
Plan established under a Nonstandardized Adoption Agreement, unless elected
otherwise in the Adoption Agreement. Leased Employees [as defined in Code
Section 414(n)] shall be considered Employees in a Plan established under a
Standardized Adoption Agreement except as otherwise provided in this paragraph.
The exclusion is only available if Leased Employees do not constitute more than
20% of the recipient Employer's non-highly compensated work force, and the
Employer complies with the requirements as outlined in paragraph 2.6, and so
elects in the Adoption Agreement

1.37     EMPLOYER
The Self-Employed Individual, partnership, corporation or other organization
which adopts this Plan including any firm who succeeds the Employer and adopts
this Plan. For purposes of Article IX, Limitations on Allocations, Employer
shall mean the Employer that adopts this Plan, and all members of a controlled
group of corporations [as defined in Code Section 414(b) as modified by Section
415(h)], all commonly controlled trades or businesses [as defined in Section
414(c) as modified by Section 415(h)] or affiliated service groups [as defined
in Section 414(m)] of which the adopting Employer is a part, and any other
entity required to be aggregated with the Employer pursuant to regulations under
Code Section 414(o).

1.38     ENTRY DATE
The date on which an Employee commences participation in the Plan as determined
by the Employer in the Adoption Agreement. Unless the Employer specifies
otherwise in the Adoption Agreement, entry into the Plan shall be on the first
day of the Plan Year or the first day of the seventh month of the Plan Year
coinciding with or following the date on which an Employee meets the eligibility
requirements.

1.39     ERISA
The Employee Retirement Income Security Act of 1974, as amended and any
successor statute.

1.40     FIRST DISTRIBUTION CALENDAR YEAR
For distributions beginning before the Participant's death, the First
Distribution Calendar Year is the calendar year immediately preceding the
calendar year which contains the Participant's Required Beginning Date. For
distributions beginning after the Participant's death, the First Distribution
Calendar Year is the calendar year in which distributions are required to begin
pursuant to paragraph 6.9.

1.41     FRESH-START DATE
The last day of the Plan Year preceding a Plan Year for which any amendment of
the Plan that directly or indirectly affects the amount of a Participant's
benefit determined under the current formula (such as an amendment to the
definition of Compensation used in the current benefit formula or a change in
the Normal Retirement Age of the Plan) is made effective. However, if under the
Adoption Agreement the Fresh-Start Group is limited to an acquired group of
Employees, or a group of Employees with a Frozen Accrued Benefit attributable to
assets and liabilities transferred to the Plan, the Fresh-Start Date will be the
date designated in the Adoption Agreement. If this Plan has had a Fresh-Start
for all Participants, and in a subsequent Plan Year is aggregated for purposes
of Code Section 401(a)(4) with another plan that did not make the same
Fresh-Start, this Plan will have a Fresh-Start on the last day of the Plan Year
preceding the Plan Year during which the Plans are first aggregated.

1.42     FRESH-START GROUP
The group which consists of all Participants who have Accrued Benefits as of the
Fresh-Start Date and have at least one Hour of Service with the Employer after
that date. The Fresh-Start Group may be limited to a specific group of Employees
as provided in the Adoption Agreement.

1.43     FROZEN ACCRUED BENEFIT
The amount of a Participant's Accrued Benefit determined in accordance with the
provisions of the Plan applicable in the year containing the latest Fresh-Start
Date, determined as if the Participant terminated employment with the Employer
as of the latest Fresh-Start Date (or the date the Participant actually
terminated employment with the Employer, if earlier), without regard to any
amendment made to the Plan after that date other than amendments recognized as
effective as of or before the date under Code Section 401(b) or Treasury
Regulations Section 1.401(a)(4)-11(g). If the Participant has not had a
Fresh-Start, the Participant's Frozen Accrued benefit shall be zero (0). If
permitted in the Adoption Agreement, the Employer shall index the Frozen Accrued
Benefit for any Participant in direct

                                        9


relation to their Compensation. Such adjustment shall be made pursuant to the
requirements of Treasury Regulations Section 1.401(a)(4)-13(d)(4) through (7).

1.44     FROZEN PROJECTED BENEFIT
The Participant's Frozen Projected Benefit is equal to the Participant's Frozen
Accrued Benefit. However, if as of the latest Fresh-Start Date the Participant's
Accrued Benefit is determined in accordance with Code Section 411(b)(1)(F), the
Participant's Frozen Projected Benefit is the greater of (a) and (b), where (a)
is equal to the Participant's Projected Annual Benefit under the Plan on the
latest Fresh-Start Date (or the date the Participant terminated Service, if
earlier) multiplied by a fraction, the numerator of which is the Participant's
years of credited Service, and the denominator of which is the Participant's
years of credited Service projected through the later of the Plan Year in which
the Participant attains Normal Retirement Age and the current Plan Year, and (b)
is equal to the amount that would be payable to the Participant at Normal
Retirement Age (or current age, if later) under the insurance contracts assuming
that the only premiums not paid under the contract(s) are those that are due for
Service after the latest Fresh-Start Date.

If as of the Participant's latest Fresh-Start Date the amount of a Participant's
Frozen Projected Benefit was limited by the application of Code Section 415, the
Participant's Frozen Projected Benefit will be increased for years after the
latest Fresh-Start Date to the extent permitted under Code Section 415(d)(1). In
addition, the Frozen Projected Benefit of a Participant whose Frozen Projected
Benefit includes the top-heavy minimum benefits provided in paragraph 12.2 of
the Plan will be increased to the extent necessary to comply with the average
Compensation requirement of Code Section 416(c)(1)(D)(i).

If the Plan's normal form of benefit in effect on the Participant's latest
Fresh-Start Date is not the same as the normal form under the Plan after such
Fresh-Start Date and/or the Normal Retirement Age for any Participant on that
Date was greater than the Normal Retirement Age for that Participant under the
Plan after such Fresh-Start Date, the Frozen Projected Benefit will be expressed
as an actuarially equivalent benefit in the normal form under the Plan after the
Participant's latest Fresh-Start Date, commencing at the Participant's Normal
Retirement Age under the Plan in effect after such latest Fresh-Start Date.

If the Plan provides a new optional form of benefit with respect to a
Participant's Frozen Projected Benefit, such new optional form of benefit will
be provided with respect to each Participant's entire Projected Benefit, and the
Participant's Projected Benefit minus the Participant's Frozen Projected Benefit
will be equal to at least .5% times the Participant's Years of Service after the
Fresh-Start Date, up to and including the year the Participant attains Normal
Retirement Age (or current age, if later).

1.45     FUND
All contributions received by the Trustee under this Plan and Trust, investments
thereof and earnings and appreciation thereon.

1.46     HIGHEST AVERAGE COMPENSATION
Used for Top-Heavy test purposes (unless elected otherwise in the Adoption
Agreement) and the limitation provisions of Article IX, it is the average
Compensation for the three (3) consecutive Years of Service with the Employer
that produces the highest average. A Year of Service with the Employer is the
twelve (12) consecutive month period defined in Section III of the Adoption
Agreement.

In the case of a Participant who has separated from service, the Participant's
Highest Average Compensation will be automatically adjusted by multiplying such
Compensation by the cost of living adjustment factor prescribed by the Secretary
of the Treasury under Code Section 415(d) in such manner as the Secretary shall
prescribe. The adjusted Compensation amount will apply to Limitation Years
ending within the calendar year of the date of the adjustment.

1.47     HIGHLY COMPENSATED EMPLOYEE
Effective for years after December 31, 1996, the term Highly Compensated
Employee means any Employee who: (1) is a five percent (5%) owner at any time
during the year or preceding year, or (2) for the preceding year had
Compensation from the Employer in excess of $80,000 and if the Employer so
elects in the Adoption Agreement, is in the Top-Paid Group for the preceding
year. The $80,000 amount is adjusted at the same time and in the same manner as
under Code Section 415(d), except that the base period is the calendar quarter
ending September 30, 1996.

For the determination of who is a Highly Compensated Employee, the applicable
year of the Plan for which a determination is being made is called a
determination year and the preceding twelve (12) month period is called a
look-back year. Employees who do not meet the Highly Compensated Employee
definition are considered Non-Highly Compensated Employees.

                                       10


A Highly Compensated former Employee is based on the rules applicable to
determining Highly Compensated Employee status in effect for that determination
year, in accordance with Section 1.414(q)-1T, A-4 of the temporary Income Tax
Regulations and Notice 97-45.

In determining whether an Employee is a Highly Compensated Employee for years
beginning in 1997, the amendments to Code Section 414(q) stated above are
treated as having been in effect for years beginning in 1996. In order to be
effective, a Top-Paid Group election or calendar year data election must apply
consistently to all plans of the Employer that begin with or within the same
calendar year.

1.48     HOUR OF SERVICE

         (a)     Each hour for which an Employee is paid, or entitled to
                 payment, for the performance of duties for the Employer. These
                 hours shall be credited to the Employee for the computation
                 period in which the duties are performed; and

         (b)     Each hour for which an Employee is paid, or entitled to
                 payment, by the Employer on account of a period of time during
                 which no duties are performed (irrespective of whether the
                 employment relationship has terminated) due to vacation,
                 holiday, illness, incapacity (including Disability), layoff,
                 jury duty, military duty or leave of absence. No more than 501
                 Hours of Service shall be credited under this paragraph for any
                 single continuous period (whether or not such period occurs in
                 a single computation period). Hours under this paragraph shall
                 be calculated and credited pursuant to Section 2530.200b-2 of
                 the Department of Labor Regulations which are incorporated
                 herein by this reference; and

         (c)     Each hour for which back pay, irrespective of mitigation of
                 damages, is either awarded or agreed to by the Employer. The
                 same Hours of Service shall not be credited both under
                 paragraph (a) or paragraph (b), as the case may be, and under
                 this paragraph (c). These hours shall be credited to the
                 Employee for the computation period or periods to which the
                 award or agreement pertains rather than the computation period
                 in which the award, agreement or payment is made.

         (d)     Hours of Service shall be credited for employment with the
                 Employer and for employment for any period of time with other
                 members of an affiliated service group [as defined in Code
                 Section 414(m)], a controlled group of corporations [as defined
                 in Code Section 414(b)], or a group of trades or businesses
                 under common control [as defined in Code Section 414(c)] of
                 which the adopting Employer is a member, and any other entity
                 required to be aggregated with the Employer pursuant to Code
                 Section 414(o). Hours of Service shall also be credited for any
                 individual considered an Employee for purposes of this Plan
                 under Code Section 414(n) or (o).

         (e)     Solely for purposes of determining whether a Break in Service,
                 as defined in paragraph 1.13, for participation and vesting
                 purposes has occurred in a computation period, an individual
                 who is absent from work for maternity or paternity reasons
                 shall receive credit for the Hours of Service which would
                 otherwise have been credited to such individual but for such
                 absence, or in any case in which such hours cannot be
                 determined, eight (8) Hours of Service per day of such absence.
                 For purposes of this paragraph, an absence from work for
                 maternity or paternity reasons means an absence by reason of
                 the pregnancy of the individual, by reason of a birth of a
                 child of the individual, by reason of the placement of a child
                 with the individual in connection with the adoption of such
                 child by such individual, or for purposes of caring for such
                 child for a period beginning immediately following such birth
                 or placement. The Hours of Service credited under this
                 paragraph shall be credited in the computation period in which
                 the absence begins if the crediting is necessary to prevent a
                 Break in Service in that period, or in all other cases, in the
                 following computation period. No more than 501 hours will be
                 credited under this paragraph.

         (f)     Hours of Service shall be determined on the basis of either the
                 hours counting or the elapsed time method as selected by the
                 Employer in Section III of the Adoption Agreement. If no
                 selection is made, actual Hours will be used.

1.49     JOINT AND SURVIVOR ANNUITY
An immediate annuity for the life of the Participant with a survivor annuity for
the life of the Participant's Spouse which is not less than one-half nor greater
than the amount of the annuity payable during the joint lives of the Participant
and

                                       11


the Participant's Spouse. The Joint and Survivor Annuity will be the Actuarial
Equivalent of the Basic Normal Retirement Benefit. The percentage of the
survivor annuity under the Plan shall be fifty percent (50%) (unless a different
percentage is elected by the Employer in Section VII of the Adoption Agreement).

1.50     KEY EMPLOYEE
Any Employee or former Employee (and the beneficiaries of such Employee) who at
any time during the determination period was an officer of the Employer if such
individual's annual Compensation exceeds fifty percent (50%) of the dollar
limitation under Code Section 415(b)(1)(A) (the defined benefit maximum annual
benefit), an owner (or considered an owner under Code Section 318) of one of the
ten (10) largest interests in the Employer if such individual's Compensation
exceeds 100% of the dollar limitation under Code Section 415(c)(1)(A), a five
percent (5%) owner of the Employer, or a one percent (1%) owner of the Employer
who has an annual Compensation of more than $150,000. For purposes of
determining who is a Key Employee, annual Compensation is as defined in
paragraph 1.15, but shall also shall include amounts deferred through a salary
reduction agreement to a cash or deferred plan under Code Section 401(k), a
Simplified Employee Pension Plan under Code Section 402(h)(l)(B), a cafeteria
plan under Code Section 125, a tax-deferred annuity under Code Section 403(b),
or Code Section 132(f)(4). The determination period is the Plan Year containing
the Top-Heavy Determination Date and the four preceding Plan Years. Compensation
for the purpose of this definition means Compensation as defined at paragraph
1.15(c). The determination of who is a Key Employee will be made in accordance
with Code Section 416(i)(1) and the Regulations thereunder.

1.51     LEASED EMPLOYEE
Any person (other than an Employee of the recipient) who pursuant to an
agreement between the recipient and any other person ("leasing organization")
has performed services for the recipient [or for the recipient and related
persons determined in accordance with Code Section 414(n)(6)] on a substantially
full-time basis for a period of at least one (1) year, and such services are
performed under the primary direction or control of the recipient Employer. If a
Leased Employee is treated as an Employee by reason of this paragraph, his or
her Compensation as defined in paragraph 1.15 includes Compensation received
from the leasing organization that is attributable to services performed for the
Employer.

1.52     LIMITATION YEAR
The calendar year or such other twelve (12) consecutive month period designated
by the Employer in Section III of the Adoption Agreement. All qualified plans
maintained by the Employer must use the same Limitation Year. If the Limitation
Year is amended to a different twelve (12) consecutive month period, the new
Limitation Year must begin on a date within the Limitation Year in which the
amendment is made. If no designation is made on the Adoption Agreement, the
Limitation Year shall be the same as the Plan Year.

1.53     LOOKBACK MONTH
The first, second, third, fourth, or fifth calendar month preceding the first
day of the Stability Period as specified in the Adoption Agreement.

1.54     MAXIMUM PERMISSIBLE AMOUNT

         (a)     The lesser of the Defined Benefit Dollar Limitation or 100% of
                 the Participant's Highest Average Compensation.

         (b)     If the Participant has less than ten (10) years of
                 participation in the Plan, the Defined Benefit Dollar
                 Limitation shall be reduced in the following manner. It shall
                 be multiplied by a fraction, the numerator of which is the
                 number of years (or part thereof) of participation in the Plan,
                 and the denominator of which is ten (10). In the case of a
                 Participant who has less than ten (10) Years of Service with
                 the Employer, the Compensation limitation shall be multiplied
                 by a fraction, the numerator of which is the number of years
                 (or part thereof) of Service with the Employer, and the
                 denominator of which is ten (10). The adjustments of this
                 section (b) shall be applied in the denominator of the Defined
                 Benefit Fraction based upon Years of Service. For purposes of
                 computing the Defined Benefit Fraction only, Years of Service
                 shall include future Years of Service (or part thereof)
                 commencing before the Participant's Normal Retirement Age. Such
                 future Year of Service shall include the year that contains the
                 date the Participant reaches Normal Retirement Age, only if it
                 can be reasonably anticipated that the Participant will receive
                 a Year of Service for such year, or the year in which the
                 Participant terminates employment, if earlier. This paragraph
                 does not apply for Limitation Years beginning on or after
                 January 1, 2000.

                                       12


         (c)     If the Annual Benefit of the Participant commences before the
                 Participant's Social Security Retirement Age but on or after
                 age sixty-two (62), the Defined Benefit Dollar Limitation, as
                 reduced in (b) above if necessary, shall be determined as
                 follows:

                 (1)    If a Participant's Social Security Retirement Age is
                        sixty-five (65), the dollar limitation for benefits
                        commencing on or after age sixty-two (62) is determined
                        by reducing the Defined Benefit Dollar Limitation by 5/9
                        of one percent (1%) for each month by which benefits
                        commence before the month in which the Participant
                        attains age sixty-five (65).

                 (2)    If a Participant's Social Security Retirement Age is
                        greater than sixty-five (65), the dollar limitation for
                        benefits commencing on or after age sixty-two (62) is
                        determined by reducing the Defined Benefit Dollar
                        Limitation by 5/9 of one percent (1%) for each of the
                        first thirty-six (36) months and 5/12 of one percent
                        (1%) for each of the additional months [up to
                        twenty-four (24) months] by which benefits commence
                        before the month of the Participant's Social Security
                        Retirement Age.

         (d)     If the Annual Benefit of a Participant commences prior to age
                 sixty-two (62), the Defined Benefit Dollar Limitation shall be
                 the Actuarial Equivalent of an Annual Benefit beginning at age
                 sixty-two (62), as determined above, reduced for each month by
                 which benefits commence before the month in which the
                 Participant attains age sixty-two (62). The Annual Benefit
                 beginning before age sixty-two (62) shall be determined as the
                 lesser of the equivalent Annual Benefit computed using the
                 interest rate and mortality table (or other tabular factor)
                 equivalence for early retirement benefits, and the equivalent
                 Annual Benefit computed using a five percent (5%) interest rate
                 and the applicable mortality table as defined in the Adoption
                 Agreement. Any decrease in the adjusted Defined Benefit Dollar
                 Limitation determined in accordance with this provision (d)
                 shall not reflect any mortality decrement to the extent that
                 benefits will not be forfeited upon the death of the
                 Participant.

         (e)     If the Annual Benefit of a Participant commences after the
                 Participant's Social Security Retirement Age, the Defined
                 Benefit Dollar Limitation as reduced in (b) above, if
                 necessary, shall be increased so that it is the Actuarial
                 Equivalent of an Annual Benefit of such dollar limitation
                 beginning at the Participant's Social Security Retirement Age
                 The equivalent Annual Benefit beginning after Social Security
                 Retirement Age shall be determined as the lesser of the
                 equivalent Annual Benefit computed using the interest rate and
                 mortality table (or other tabular factor) specified in the Plan
                 for purposes of determining Actuarial Equivalence for delayed
                 retirement benefits, and the equivalent Annual Benefit computed
                 using a five percent (5%) interest rate assumption and the
                 applicable mortality table as defined in the Adoption
                 Agreement.

         (f)     Notwithstanding anything else in this section to the contrary,
                 the benefit otherwise accrued or payable to a Participant under
                 this Plan shall be deemed not to exceed the Defined Benefit
                 Dollar Limitation if:

                 (1)    the retirement benefits payable for a Plan Year under
                        any form of benefit with respect to such Participant
                        under this Plan and under all other Defined Benefit
                        Plans (regardless of whether terminated) ever maintained
                        by the Employer do not exceed $1,000 multiplied by the
                        Participant's number of Years of Service or parts
                        thereof [not to exceed ten (10)] with the Employer; and

                 (2)    the Employer has not at any time maintained a Defined
                        Contribution Plan, a Welfare Benefit Plan, or an
                        individual medical account in which the Participant
                        participated.

1.55     MASTER OR PROTOTYPE PLAN
A plan, the form of which is the subject of a favorable opinion letter from the
Internal Revenue Service.

1.56     MONTH OF SERVICE
A calendar month during any part of which an Employee is employed or deemed
employed.

1.57     NORMAL RETIREMENT AGE
The age set by the Employer in Section 5 of the Adoption Agreement at which a
Participant may retire and receive his or her benefits under the Plan. For Plan
Years beginning before January 1, 1988, if Normal Retirement Age was determined
with reference to the anniversary of the participation commencement date [more
than five (5) but not to

                                       13


exceed ten (10) years], the anniversary date for Participants who first
commenced participation under the Plan before the first Plan Year beginning on
or after January 1, 1988 shall be the earlier of the tenth anniversary of the
date the Participant commenced participation in the Plan [or such anniversary as
had been elected by the Employer, if less than ten (10)] or the fifth
anniversary of the first day of the first Plan Year beginning on or after
January 1, 1988. The participation commencement date is the first day of the
first Plan Year in which the Participant commenced participation in the Plan.

1.58     NORMAL RETIREMENT BENEFIT
When determining the Accrued Benefit, the Normal Retirement Benefit is the
Annual Benefit to which the Participant would be entitled if he or she continued
to earn annually until such Normal Retirement Age the same rate of Compensation
upon which his or her Normal Retirement Benefit would be computed. This rate of
Compensation is computed on the basis of Compensation taken into account under
the Plan.

1.59     NORMAL RETIREMENT DATE
The date on which retirement benefits will actually commence. Normal Retirement
Date shall be as specified in Section V of the Adoption Agreement.

1.60     OWNER-EMPLOYEE
A sole proprietor or partner owning more than ten percent (10%) of either the
capital or profits interest of the partnership.

1.61     PAIRED PLANS
Two or more plans maintained by the Sponsor designed so that a single or any
combination of plans adopted by an Employer will meet the antidiscrimination
rules, the contribution and benefit limitations, and the Top-Heavy provisions of
the Code.

1.62     PARTICIPANT
Any Employee who has met the eligibility requirements and is participating in
the Plan. Inactive Participant's do not accrue benefits under the Plan.

1.63     PERIOD OF SEVERANCE
For Plans using Elapsed Time for purposes of crediting Service, a Break in
Service shall mean a Period of Severance of at least twelve (12) months. A
Period of Severance is a continuous period of time during which the Employer
does not employ the Employee. Such period begins on the date the Employee
retires, quits or is discharged, or if earlier, the twelve (12) month
anniversary of the date on which the Employee was otherwise first absent from
Service.

1.64     PERMISSIVE AGGREGATION GROUP
The Required Aggregation Group of plans plus any other plan or plans of the
Employer which, when considered as a group with the Required Aggregation Group,
would continue to satisfy the requirements of Code Sections 401(a)(4) and 410.

1.65     PLAN
The Employer's retirement plan as embodied herein and in the Adoption Agreement,
as may be amended from time to time.

1.66     PLAN ADMINISTRATOR
For Employers who are members of the Savings Banks Employees Retirement
Association (SBERA), Thomas Forese, Jr. shall be the Plan Administrator. All
other Employers shall select their own Plan Administrator. If no Plan
Administrator is selected, the Employer shall be the Plan Administrator.

1.67     PLAN YEAR
The twelve (12) consecutive month period designated by the Employer in the
Adoption Agreement. If the Employer maintains Paired Plans, each Plan must have
the same Plan Year.

1.68     PRESENT VALUE
The Actuarial Equivalent of the Normal Form of Benefit determined on the basis
of the mortality rates specified in Section III of the Adoption Agreement and
either the interest rate(s) specified in the Adoption Agreement or the Code
Section 417 interest rate(s), whichever produces the greater benefit. When
determining the Present Value of Accrued Benefits for Top-Heavy purposes, only
the interest and mortality rates specified for that purpose in Section XII of
the Adoption Agreement will be used.

                                       14


1.69     PROJECTED ANNUAL BENEFIT
For Limitation Years beginning before January 1, 2000, the Annual Benefit as
defined in paragraph 1.6 to which the Participant would be entitled under the
terms of the Plan assuming:

         (a)     the Participant will continue employment until Normal
                 Retirement Age under the Plan (or current age, if later), and

         (b)     the Participant's Compensation for the current Limitation Year
                 and all other relevant factors used to determine benefits under
                 the Plan will remain constant for all future Limitation Years.

1.70     QUALIFIED DEFERRED COMPENSATION PLAN
Any pension, profit-sharing, stock bonus, or other plan which meets the
requirements of Code Section 401 and includes a trust exempt from tax under Code
Section 501(a) or any annuity plan described in Code Section 403(a).

1.71     QUALIFIED DOMESTIC RELATIONS ORDER
A Qualified Domestic Relations Order (QDRO) is a signed domestic relations order
issued by a state court or agency which creates, recognizes or assigns to an
alternate payee(s) the right to receive all or part of a Participant's benefit
under the Plan and which meets the requirements of Code Section 414(p). An
alternate payee is a Spouse, former Spouse, child, or other dependent who is
treated as a beneficiary under the Plan as a result of the QDRO. Unless
otherwise elected by the Employer in the Adoption Agreement, the earliest date
for payment of a QDRO to an alternative payee is the date upon which the order
is deemed qualified

1.72     QUALIFIED EARLY RETIREMENT AGE
The latest of:

         (a)     the earliest date under the Plan on which a Participant may
                 elect to receive retirement benefits,

         (b)     the first day of the 120th month beginning before a Participant
                 reaches Normal Retirement Age, or

         (c)     the date on which a Participant begins participation.

1.73     QUALIFIED JOINT AND SURVIVOR ANNUITY
An immediate annuity for the life of the Participant with a survivor annuity for
the life of the Spouse which is not less than fifty percent (50%) and not more
than 100% of the amount of the annuity which is payable during the joint lives
of the Participant and the Spouse and which is the Actuarial Equivalent of the
Basic Normal Retirement Benefit, or if greater, any optional form of benefit.
The exact amount of the survivor annuity will be specified by the Employer in
Section VII of the Adoption Agreement. The percentage of the survivor annuity
under the Plan shall be fifty percent (50%) (unless a different percentage is
elected in the Adoption Agreement).

1.74     QUALIFIED VOLUNTARY CONTRIBUTION
A tax-deductible voluntary Employee contribution which was permitted to be made
for the 1982 through 1986 tax years. This type of contribution is no longer
permitted to be made by a Participant. This Plan shall accept such type of
contribution if made to a prior Plan and will establish an appropriate
recordkeeping account on behalf of the Participant.

1.75     REQUIRED AGGREGATION GROUP
A Group of plans including:

         (a)     each qualified plan of the Employer in which at least one Key
                 Employee participates or participated at any time during the
                 determination period (regardless of whether the plan has
                 terminated), and

         (b)     any other qualified plan of the Employer which enables a plan
                 described in (a) to meet the requirements of Code Sections
                 401(a)(4) and 410.

1.76     REQUIRED BEGINNING DATE
The date on which a Participant is required to take his or her first minimum
distribution under the Plan, as selected by the Employer in the Adoption
Agreement.

                                       15


1.77     RETIREMENT PROTECTION ACT OF 1999 (RPA '94) OLD LAW BENEFIT
The Participant's Accrued Benefit under the terms of the Plan as of the Plan's
RPA '94 freeze date, for the Annuity Starting Date and optional form and taking
into account the limitations of Code Section 415, as in effect on December 7,
1994, including the participation requirements under Code Section 415(b)(5). In
determining the amount of a Participant's RPA '94 Old Law Benefit, the following
shall be disregarded:

         (a)     any Plan amendment increasing benefits adopted after the RPA
                 '94 freeze date; and

         (b)     any cost of living adjustments that become effective after such
                 date.

The RPA '94 freeze date must be a date that is on or before the first day of the
first Limitation Year beginning after December 31, 1999, and must be the same
date that the Code Section 417(e)(3) changes are made effective for the Plan.

If the RPA '94 benefit was reduced during the period between the RPA '94 freeze
date and the first day of the first Limitation Year beginning on or after
January 1, 2000 because of Annual Additions credited to a Participant's account
in an existing Defined Contribution Plan, the RPA '94 Old Law Benefit may
increase to the RPA '94 freeze date level as of the first day of the first
Limitation Year beginning on or after January 1, 2000.

1.78     ROLLOVER CONTRIBUTION
A contribution made by a Participant of an amount distributed to such
Participant from another Qualified Deferred Compensation Plan in accordance with
Code Section 402(c).

1.79     SELF-EMPLOYED INDIVIDUAL
An individual who has Earned Income for the taxable year from the trade or
business for which the Plan is established including an individual who would
have had Earned Income but for the fact that the trade or business had no net
profit for the taxable year.

1.80     SERVICE
The period of current or prior employment with the Employer, including any
imputed period of employment which must be counted under USERRA. If the Employer
maintains a plan of a predecessor employer, service for such predecessor shall
be treated as Service for the Employer. Service is determined under an Hours
Counting Method or under the Elapsed Time Method, as selected by the Employer in
the Adoption Agreement. For Plan Years after 1991, if this Plan initially or
upon Plan amendment credits or increases benefits for Service prior to the year
in which the amendment is made, the period for which such credit or increase is
granted shall be limited to the five (5) years preceding the year in which the
amendment is made if the safe-harbor of Regulations Section 1.401(a)(4)-5 is to
apply. Such credit or increase must be granted on a uniform basis to all current
Employees under the Plan.

1.81     SHAREHOLDER EMPLOYEE
An Employee or officer who owns [or is considered as owning within the meaning
of Code Section 318(a)(i)], on any day during the taxable year of an electing
small business (Subchapter S) corporation, more than five percent (5%) of such
corporation's outstanding stock.

1.82     SIMPLIFIED EMPLOYEE PENSION PLAN
An individual retirement account which meets the requirements of Code Section
408(k) and to which the Employer makes contributions pursuant to a written
formula. These plans are considered for contribution limitation and Top-Heavy
testing purposes.

1.83     SOCIAL SECURITY RETIREMENT AGE
Age sixty-five (65) in the case of a Participant attaining age sixty-two (62)
before January 1, 2000 (i.e., born before January 1, 1938), age sixty-six (66)
for a Participant attaining age sixty-two (62) after December 31, 1999, and
before January 1, 2017 (i.e., born after December 31, 1937, but before January
1, 1955), and age sixty-seven (67) for a Participant attaining age sixty-two
(62) after December 31, 2016 (i.e., born after December 31, 1954).

1.84     SPONSOR
The institution or entity and any of its affiliates or any successor or assigns
thereto identified in the Adoption Agreement who makes this Prototype Plan and
Trust document available to adopting Employers.

                                       16


1.85     SPOUSE
The individual to whom a Participant is married, or was married in the case of a
deceased Participant who was married at the time of his or her death. A former
Spouse will be treated in the same manner as a Spouse to the extent provided
under a Qualified Domestic Relations Order as prescribed in Code Section 414(p).

1.86     STABILITY PERIOD
The successive period of one (1) calendar month, one (1) Plan quarter, one (1)
calendar quarter, one (1) Plan Year, or one (1) calendar year, as specified in
the Adoption Agreement, that contains the Annuity Starting Date for the
distribution and for which the Applicable Interest Rate remains constant.

1.87     STRAIGHT LIFE ANNUITY
A method of payment made in equal installments for the life of the Participant
that terminates upon the Participant's death.

1.88     SUPER TOP-HEAVY PLAN
A Plan described at paragraph 1.94 hereof under which the Top-Heavy Ratio (as
defined at paragraph 1.95) exceeds 90%.

1.89     TAX REFORM ACT OF 1986 (TRA '86) ACCRUED BENEFIT
A Participant's Accrued Benefit under the Plan, determined as if the Participant
had separated from Service as of the close of the last Limitation Year beginning
before 1987, when expressed as an Annual Benefit within the meaning of Code
Section 415(b)(2). In determining the amount of a Participant's TRA '86 Accrued
Benefit, the following shall be disregarded:

         (a)     any change in the terms and conditions of the Plan after May 5,
                 1986; and

         (b)     any cost of living adjustments occurring after May 5, 1986.

1.90     TAXABLE WAGE BASE
For Plans which have an allocation formula which takes into account the
Employer's contribution under the Federal Insurance Contributions Act (FICA),
the contribution and benefits base in effect under Section 230 of the Social
Security Act at the beginning of the Plan Year.

1.91     THEORETICAL CONTRIBUTION
Used with regard to the purchase of insurance, it is the contribution that would
be made on behalf of the Participant, using the individual level premium funding
method from the age at which participation commenced to Normal Retirement Age,
to fund the Participant's entire retirement benefit without regard to
pre-retirement ancillary benefits. The entire retirement benefit for this
purpose is based upon a single Straight Life Annuity and assumes continuation of
current salary (no salary scale) and the current Defined Benefit Fraction.

1.92     THEORETICAL ILP RESERVE
Used with regard to the purchase of insurance, it is the reserve that would be
available at the time of death if for each year of Plan participation a
contribution had been made on behalf of the Participant in an amount equal to
the Theoretical Contribution.

1.93     TOP-HEAVY DETERMINATION DATE
For the first Plan Year, it is the last day of that year. For any Plan Year
subsequent to the first Plan Year, the last day of the preceding Plan Year.

1.94     TOP-HEAVY PLAN
For any Plan Year beginning after 1983, the Employer's Plan is Top-Heavy if any
of the following conditions exists:

         (a)     If the Top-Heavy Ratio for the Employer's Plan exceeds sixty
                 percent (60%) and this Plan is not part of any Required
                 Aggregation Group or Permissive Aggregation Group of plans.

         (b)     If the Employer's Plan is a part of a Required Aggregation
                 Group of plans but not part of a Permissive Aggregation Group
                 and the Top-Heavy Ratio for the group of plans exceeds sixty
                 percent (60%).

                                       17


         (c)     If the Employer's Plan is a part of a Required Aggregation
                 Group and part of a Permissive Aggregation Group of plans and
                 the Top-Heavy Ratio for the Permissive Aggregation Group
                 exceeds sixty percent (60%).

1.95     TOP-HEAVY RATIO

         (a)     If the Employer maintains one or more Defined Benefit Plans and
                 the Employer has never maintained any Defined Contribution Plan
                 (including any Simplified Employee Pension Plan) which during
                 the five (5) year period ending on the Top-Heavy Determination
                 Date(s) has or has had account balances, the Top-Heavy Ratio
                 for this Plan alone or for the Required or Permissive
                 Aggregation Group, as appropriate, is a fraction, the numerator
                 of which is the sum of the Present Value of Accrued Benefits of
                 all Key Employees as of the Top-Heavy Determination Date(s)
                 [including any part of any Accrued Benefit distributed in the
                 five (5) year period ending on the Top-Heavy Determination
                 Date(s)], and the denominator of which is the sum of the
                 Present Value of Accrued Benefits [including any part of any
                 Accrued Benefit distributed in the five (5) year period ending
                 on the Top-Heavy Determination Date(s)] of all Participants
                 determined in accordance with Code Section 416 and the
                 Regulations thereunder.

         (b)     If the Employer maintains one or more Defined Benefit Plans and
                 the Employer maintains or has maintained one or more Defined
                 Contribution Plans (including any Simplified Employee Pension
                 Plan) which during the five (5) year period ending on the
                 Determination Date(s) has or has had any account balances, the
                 Top-Heavy Ratio for any Required or Permissive Aggregation
                 Group, as appropriate, is a fraction, the numerator of which is
                 the sum of account balances under the aggregated Defined
                 Contribution Plans for all Key Employees as of the Top-Heavy
                 Determination Date(s) and the Present Value of Accrued Benefits
                 under the aggregated Defined Benefit Plans for all Key
                 Employees, determined in accordance with (a) above and the
                 denominator of which is the sum of the account balances under
                 the aggregated Defined Contribution Plans for all Participants
                 as of the Top-Heavy Determination Date(s) and the Present Value
                 of Accrued Benefits under the aggregated Defined Benefit Plans
                 determined in accordance with (a) above for all Participants as
                 of the Top-Heavy Determination Date(s), all determined in
                 accordance with Code Section 416 and the Regulations
                 thereunder. The account balances under a Defined Contribution
                 Plan in both the numerator and denominator of the Top-Heavy
                 Ratio are increased for any distribution of an account balance
                 made in the five (5) year period ending on the Top-Heavy
                 Determination Date.

         (c)     For purposes of (a) and (b) above, the value of account
                 balances and the Present Value of Accrued Benefits will be
                 determined as of the most recent Valuation Date that falls
                 within or ends with the twelve (12) month period ending on the
                 Top-Heavy Determination Date, except as provided in Code
                 Section 416 and the Regulations thereunder for the first and
                 second Plan Years of a Defined Benefit Plan. The account
                 balances and Accrued Benefits of a Participant (1) who is not a
                 Key Employee but who was a Key Employee in a prior year or (2)
                 who has not been credited with at least one (1) Hour of Service
                 with any Employer maintaining the Plan at any time during the
                 five (5) year period ending on the Top-Heavy Determination Date
                 will be disregarded. The calculation of the Top-Heavy Ratio,
                 and the extent to which distributions, rollovers, and transfers
                 are taken into account will be made in accordance with Code
                 Section 416 and the Regulations thereunder. Qualified Voluntary
                 Employee Contributions will not be taken into account for
                 purposes of computing the Top-Heavy Ratio. When aggregating
                 plans, the value of account balances and Accrued Benefits will
                 be calculated with reference to the Top-Heavy Determination
                 Dates that fall within the same calendar year.

         (d)     The Accrued Benefit of a Participant other than a Key Employee
                 shall be determined under the method, if any, that uniformly
                 applies for accrual purposes under all Defined Benefit Plans
                 maintained by the Employer, or if there is no such method, as
                 if such benefit accrued not more rapidly than the slowest
                 accrual rate permitted under the fractional rule of Code
                 Section 411(b)(1)(C).

1.96     TOP-PAID GROUP
The group consisting of the top twenty percent (20%) of Employees when ranked on
the basis of Compensation paid during such year. For purposes of determining the
number of Employees in the group (but not who is in it), the following Employees
shall be excluded:

         (a)     Employees who have not completed six (6) months of Service.

                                       18


         (b)     Employees who normally work less than 17 1/2hours per week.

         (c)     Employees who normally do not work more than six (6) months
                 during any year.

         (d)     Employees who have not attained age twenty-one (21).

         (e)     Employees included in a collective bargaining unit, covered by
                 an agreement between Employee representatives and the Employer,
                 where retirement benefits were the subject of good faith
                 bargaining and provided that ninety percent (90%) or more of
                 the Employer's Employees are covered by the agreement.

         (f)     Employees who are nonresident aliens and who receive no earned
                 income which constitutes income from sources within the United
                 States.

Effective for Plan Years beginning after December 31, 1996, the application of
the family aggregation rules under Code Section 414(q)(6) will no longer apply.

1.97     TRANSFER CONTRIBUTION
A non-taxable transfer of a Participant's benefit directly from a Qualified
Deferred Compensation Plan to this Plan. This type of transfer does not
constitute constructive receipt of plan assets.

1.98     TRUST
The trust established in conjunction with the Plan, together with any and all
amendments thereto which holds assets of the Plan held by or in the name of the
Trustee or Custodian.

1.99     TRUSTEE
An individual, individuals or corporation and any of its affiliates or any
successor or assigns (who may be the Sponsor or an affiliate) who are appointed
or assigned in the Adoption Agreement or any duly appointed successor or assigns
as provided for in paragraph 11.19.

1.100    USERRA
The Uniformed Services Employment and Reemployment Rights Act of 1994, as
amended effective August 5, 1996. Notwithstanding any provision of the Plan to
the contrary, contributions, benefits, Plan loan repayment, suspensions and
service credit with respect to qualified military service will be provided in
accordance with Code Section 414(u).

1.101    VALUATION DATE
The Anniversary Date or any other date during each Plan Year used for
determining the fair market value of assets and computing Plan funding. For
Top-Heavy purposes, the date elected by the Employer in the Adoption Agreement
as of which account balances or Accrued Benefits are valued for calculating the
Top-Heavy Ratio.

1.102    VESTED ACCRUED BENEFIT
Used to determine the applicability of the Qualified Joint and Survivor Annuity
Rules, it is the value of the Participant's Vested Accrued Benefit derived from
Employer and Employee contributions (including Rollovers). The provisions of
Article VII shall apply to a Participant who is vested in amounts attributable
to Employer contributions, Employee contributions (or both) at the time of death
or distribution.

1.103    VOLUNTARY AFTER-TAX CONTRIBUTION
An Employee contribution which is not tax-deductible and which is not required
as a condition for participation in the Plan.

1.104    WELFARE BENEFIT FUND
Any fund that is part of a plan of the Employer, or has the effect of a plan,
through which the Employer provides welfare benefits to Employees or their
beneficiaries. For these purposes, Welfare Benefits means any benefit other than
those with respect to which Code Section 83(h) (relating to transfers of
property in connection with the performance of services), Code Section 404
(relating to deductions for contributions to an Employees' trust or annuity and
Compensation under a deferred payment plan) and Code Section 404(a) (relating to
certain foreign deferred compensation plans). A "Fund" is any social club,
voluntary employee benefit association, supplemental unemployment benefit trust
or qualified group legal service organization described in Code Section
501(c)(7), (9), (17) or (20); any trust, corporation, or other organization not
exempt from income tax, or to the extent provided in Regulations, any

                                       19


account held for an Employer by any person. The provisions of the Plan relating
to Welfare Benefit Funds are applicable to tax years beginning after 1985.

1.105    YEAR OF PARTICIPATION
The Participant shall be credited with a Year of Participation (computed to
fractional parts of a year) for each accrual computation period for which the
following conditions are met:

         (a)     the Participant is credited with at least the number of Hours
                 of Service [or in the event of a Plan using the Elapsed Time
                 Method, one (1) year of employment] for benefit accrual
                 purposes, required under the terms of the Plan in order to
                 accrue a benefit for the accrual computation period, and

         (b)     the Participant is included as a Participant under the
                 eligibility provisions of the Plan for at least one day of the
                 accrual computation period.

If these two conditions are met, the portion of a Year of Participation credited
to the Participant shall equal the amount of benefit accrual service credited to
the Participant for such accrual computation period. If elected in the Adoption
Agreement, a Participant who is permanently and totally disabled within the
meaning of Code Section 415(c)(3)(C)(i) for an accrual computation period shall
receive a Year of Participation with respect to that period. In addition, for a
Participant to receive a Year of Participation (or part thereof) for an accrual
computation period, the Plan must be established no later than the last day of
such accrual computation period. In no event will more than one (1) Year of
Participation be credited for any twelve (12) month period.

Beginning with the 1990 Plan Year, unless specified otherwise in the Adoption
Agreement, a Year of Participation shall mean a Plan Year during which a
Participant either completes more than 500 Hours of Service [or in the event of
a Plan using the Elapsed Time Method, completed three (3) consecutive months of
employment] or is employed on the last day of the Plan Year.

1.106    YEAR OF SERVICE

         (a)     HOURS OF SERVICE METHOD - A twelve (12) consecutive month
                 period during which an Employee has not less than the number of
                 Hours of Service specified in Section III of the Adoption
                 Agreement.

         (b)     ELAPSED TIME METHOD - For purposes of determining either an
                 Employee's initial or continued eligibility to participate in
                 the Plan, or the nonforfeitable interest in the Participant's
                 account balance derived from Employer contributions, an
                 Employee will receive credit for the aggregate of all time
                 period(s) worked commencing with the Employee's first day of
                 employment or reemployment and ending on the date a Break in
                 Service begins. The first day of employment or reemployment is
                 the first day the Employee performs an Hour of Service for the
                 Employer. An Employee will also receive credit for any Period
                 of Severance of less than twelve (12) consecutive months.
                 Fractional periods of a year will be expressed in terms of
                 days.

                 Each Employee will share in Employer contributions for the
                 period beginning on the date the Employee commences
                 participation under the Plan and ending on the date on which
                 such Employee terminates employment with the Employer or is no
                 longer a member of an eligible class of Employees.

                 An Employer adopting the Elapsed Time Method is required to
                 credit periods of Service and, under the Service spanning
                 rules, certain periods of severance of twelve (12) months or
                 less. Under the first Service spanning rule, if an Employee
                 severs from Service as a result of resignation, discharge or
                 retirement and then returns to Service within twelve (12)
                 months, the Period of Severance is required to be taken into
                 account. A situation may arise in which an Employee is absent
                 from Service for any reason other than resignation, discharge,
                 retirement and during the absence a resignation, discharge or
                 retirement occurs. The second Service spanning rule provides
                 that, under such circumstances, the Plan is required to take
                 into account the period of time between the severance from
                 Service date (i.e., the date of resignation, discharge or
                 retirement) and the first anniversary of the date on which the
                 Employee was first absent, if the Employee returns to Service
                 on or before such first anniversary date.

                                       20


                                   ARTICLE II

                            ELIGIBILITY REQUIREMENTS

2.1      PARTICIPATION
Current Employees who meet the eligibility requirements in the Adoption
Agreement on the Effective Date of the Plan shall become Participants as of the
Effective Date of the Plan. If elected in the Adoption Agreement, all Employees
employed on the Effective Date of the Plan may participate, even if they have
not satisfied the Plan's eligibility requirements. Employees hired after the
Effective Date of the Plan shall become Participants on the Entry Date
coinciding with or immediately following the date on which they meet the
eligibility requirements. Depending on the Plan's eligibility requirements, the
Entry Date may actually be earlier than the date on which the Employee satisfies
the eligibility requirements. The Employee must satisfy the eligibility
requirements specified in the Adoption Agreement to become a Participant in the
Plan. An Employee will begin to participate no later than the earlier of the
first day of the Plan Year beginning after the date on which the Employee has
met the minimum age and Service requirements or six (6) months after the date
eligibility is met. In the event that an Employee has satisfied the eligibility
requirements, but is not employed on the Entry Date, such Eligible Employee will
become a Participant upon his or her rehire. If, however, an individual fails to
satisfy the eligibility requirements and incurs a Break in Service or Period of
Severance before his or her rehire, such individual will be treated as a new
Employee and will have to requalify under the Plan's eligibility requirements. A
former Participant shall again become a Participant immediately upon returning
to the employ of the Employer. Unless, specified otherwise in the Adoption
Agreement, benefits will begin to accrue as of the first day of the month
following the return to employment.

2.2      CHANGE IN CLASSIFICATION OF EMPLOYMENT
In the event an Employee who is not a member of the eligible class of Employees
becomes a member of the eligible class, such Employee shall participate
immediately if such Employee has satisfied the minimum age and Service
requirements and would have previously become a Participant had he or she been
in the eligible class. In the event a Participant becomes ineligible to
participate because he or she is no longer a member of an eligible class of
Employees, such Employee shall participate immediately upon his or her return to
an eligible class of Employees. Notwithstanding any other provision in this
Plan, an Employee may not accrue a benefit under this Plan for the period during
which they are ineligible to participate.

2.3      COMPUTATION PERIOD
For purposes of determining Years of Service and Breaks in Service for purposes
of eligibility under the Hours of Service Method, the twelve (12) consecutive
month period shall commence on the date on which an Employee first performs an
Hour of Service for the Employer and each anniversary thereof. If, however, the
period so specified is one (1) year or less, the succeeding twelve (12)
consecutive month period shall commence on the first day of the Plan Year
beginning prior to the anniversary of the date the Employee first performed an
Hour of Service regardless of whether the Employee is entitled to be credited
with 1,000 (or such lesser number as specified by the Employer in the Adoption
Agreement) Hours of Service during the Employee's first employment year.

2.4      EMPLOYMENT RIGHTS
Participation in the Plan shall not confer upon a Participant any employment
rights, nor shall it interfere with the Employer's right to terminate the
employment of any Employee at any time.

2.5      SERVICE WITH CONTROLLED GROUPS
All Years of Service with other members of a controlled group of corporations
[as defined in Code Section 414(b)], trades or businesses under common control
[as defined in Code Section 414(c)], members of an affiliated service group [as
defined in Code Section 414(m)], or as required at Code Section 414(o), shall be
credited for purposes of determining an Employee's eligibility to participate.

2.6      LEASED EMPLOYEES
Any Leased Employee shall be treated as an Employee of the recipient Employer;
however, contributions or benefits provided by the leasing organization which
are attributable to services performed for the recipient Employer shall be
treated as provided by the recipient Employer and shall offset against any
benefit accruing under this Plan.

A Leased Employee shall not be considered an Employee of the recipient if such
Employee is covered by a money purchase pension plan providing:

         (a)     a non-integrated Employer contribution rate of at least ten
                 percent (10%) of Compensation [as defined in Code Section
                 415(c)(3) but including amounts contributed by the Employer
                 pursuant to a salary reduction agreement which are excludable
                 from the Employee's gross income under a cafeteria plan

                                       21


                 covered by Code Section 125, a cash or deferred profit-sharing
                 plan under Code Section 401(k), a Simplified Employee Pension
                 Plan under Code Section 402(h)(l)(B), and a tax-sheltered
                 annuity under Code Section 403(b)];

         (b)     immediate participation; and

         (c)     full and immediate vesting.

The exclusion is only available if Leased Employees do not constitute more than
twenty percent (20%) of the recipient's non-highly compensated work force. The
Plan Administrator must apply this paragraph 2.6 consistent with Code Sections
414(n) and 414(o) and the Regulations issued thereunder.

                                       22


                                   ARTICLE III

                             EMPLOYER CONTRIBUTIONS

3.1      AMOUNT
The Employer intends to make periodic contributions to the Plan in accordance
with the minimum funding standards established under the Code.

3.2      EXPENSES AND FEES
The Employer may reimburse the Plan for all expenses and fees incurred in the
administration of the Plan or Trust and paid from the assets of the Plan. Such
expenses shall include, but shall not be limited to, fees for professional
services, recordkeeping services, printing and postage. Brokerage commissions
may not be reimbursed. If such expenses and fees are not paid from the Plan, the
Employer may pay such expenses and fees directly. Reimbursement of any Plan fees
will be considered Employer contributions subject to Code Sections 404 and 415.

3.3      RESPONSIBILITY FOR CONTRIBUTIONS
Neither the Trustee nor the Sponsor nor the Custodian shall be required to
determine if the Employer has made a contribution or if the amount contributed
is in accordance with the Adoption Agreement or the Code. The Employer shall
have sole responsibility in this regard. The Trustee shall be accountable solely
for contributions received by it within the limits of Article IX.

3.4      ALLOCATIONS OF  BENEFITS
The Employer's contribution shall be determined in accordance with the benefit
formula selected by the Employer in the Adoption Agreement, and the minimum
accrual requirements for Top-Heavy Plans. Beginning with the 1990 Plan Year and
thereafter, for plans on Standardized Adoption Agreements 001, 002, and 005,
Participants who are either credited with more than 500 Hours of Service or who
are employed on the last day of the Plan Year must receive a full benefit
accrual. In Nonstandardized Adoption Agreements 003, 004, and 006, benefits
shall accrue to Participants who have completed a Year of Service, as specified
in the Adoption Agreement. For Nonstandardized Adoption Agreements 003, 004, and
006, the Employer may only apply the Year of Service requirements specified in
the Adoption Agreement for benefit accrual purposes, if the Plan satisfies
coverage and minimum participation testing as set forth in Code Sections
401(a)(26) and 410(b) and the Regulations thereunder. If when applying the Year
of Service requirements the Plan fails to satisfy the aforementioned
requirements, additional Participants will be eligible to receive an accrual of
benefits until the requirements are satisfied. If this section is applicable,
then, notwithstanding any other provision of the Plan, a Participant shall have
no right to any accrual under this Plan until this section, including the
coverage and participation tests defined below, have been applied. For a Plan
Year, this section must be applied before any Employer contributions can be made
to this Plan. A Plan satisfies the coverage test if, on the last day of the Plan
Year (taking into account all Employees or former Employees on any day during
the Plan Year), the number of Non-Highly Compensated Employees who benefit under
the Plan is at least equal to seventy percent (70%) of the percentage of Highly
Compensated Employees benefiting under the Plan as of such day. A Plan satisfies
the participation test if on any day of the Plan Year, the number of Employees
who benefit under the Plan is at least equal to the lesser of fifty (50) or
forty percent (40%) of the total number of includible Employees as of such day.

If the Plan fails to satisfy either the coverage or minimum participation tests,
the Year of Service requirement will be suspended first for Employees who have
satisfied the Plan's eligibility requirements as specified in Section IV of the
Adoption Agreement and who are employed on the last day of the Plan Year, but
who failed to be credited with enough Hours of Service for that Plan Year to
qualify for a Year of Service, as defined in the Adoption Agreement. Additional
Participants will be eligible to accrue the benefit defined under Section VI of
the Adoption Agreement based on their having been credited with the greatest
number of Hours of Service during the Plan Year before separating from Service.
The process of suspending the Year of Service requirement for additional
Participants will continue until the Plan satisfies both the coverage and
minimum participation tests for the Plan Year. Notwithstanding this paragraph,
no benefits will be accrued for Employees who were excluded from Participation
in the Plan because they were a member of a collective bargaining unit, a
nonresident alien without U.S. source income or because they were excluded by
the Plan's age and Service requirement. Also, no benefits will be accrued for
Participant's who have separated from Service and have failed to be credited
with more than 500 Hours of Service.

If after accruing benefits for all the Participants specified above, the
coverage and minimum participation requirements are still not satisfied, the
Employer will amend the Adoption Agreement to eliminate the exclusion of
Employees from participation in the Plan based upon job classifications.
Notwithstanding the above, if the Employer so chooses in

                                       23


Section III of the Adoption Agreement, the average benefits test will be used to
satisfy the requirements of Code Section 410(b), instead of the steps outlined
above.

Effective as of December 12, 1994, notwithstanding any provisions of this Plan
to the contrary, Participants will accrue the right to share in allocations of
Employer contributions with respect to periods of qualified military service as
provided in Code Section 414(u).

3.5      RETURN OF CONTRIBUTIONS
Contributions made to the Plan by the Employer shall be irrevocable except as
provided below:

         (a)     Any contribution forwarded to the Trustee because of a mistake
                 of fact, provided that the contribution is returned to the
                 Employer within one (1) year of the contribution.

         (b)     In the event that the Commissioner of Internal Revenue
                 determines that the Plan is not initially qualified under the
                 Internal Revenue Code, any contribution made incident to that
                 initial qualification by the Employer must be returned to the
                 Employer within one (1) year after the date the initial
                 qualification is denied, but only if the application for the
                 qualification is made by the time prescribed by law for filing
                 the Employer's return for the taxable year in which the Plan is
                 adopted, or such later date as the Secretary of the Treasury
                 may prescribe.

         (c)     Contributions forwarded to the Trustee are presumed to be
                 deductible and are conditioned on their deductibility.
                 Contributions which are disallowed under Code Section 404 must
                 be returned to the Employer within one (1) year of the
                 disallowance of the deduction.

                                       24


                                   ARTICLE IV

                             EMPLOYEE CONTRIBUTIONS

4.1      VOLUNTARY AFTER-TAX CONTRIBUTIONS
If previously allowed, beginning with the Plan Year in which the attached
Adoption Agreement is executed, this Plan will no longer accept Employee
contributions which are allocated to a separate account. Voluntary Contributions
already made may stay in the Trust. Such contributions (as adjusted for
investment experience) shall be nonforfeitable at all times.

Under any Plan which can be established hereunder, an Employee may repay a
defaulted loan with after-tax dollars and may buy-back amounts previously
forfeited even if Voluntary Contributions are not permitted in the Plan. These
amounts shall not be treated as contributions and shall not be subject to the
limitations on Annual Additions or the nondiscrimination tests of Code Section
401(m).

4.2      QUALIFIED VOLUNTARY CONTRIBUTIONS
The Plan Administrator will not accept Qualified Voluntary Employee
Contributions which are made for a taxable year beginning after 1986.
Contributions made prior to that date will be maintained in a separate account
that will be nonforfeitable at all times. The assets of the Trust will be valued
annually at fair market value as of the last day of the Plan Year. On such date,
the earnings and losses of the Trust attributable to the Qualified Voluntary
Employee Contribution will be allocated to each Participant's Qualified
Voluntary Contributions account in the ratio that such account balance bears to
all such account balances. Subject to Article VII, Joint and Survivor Annuity
Requirements (if applicable), the Participant may withdraw any part of the
Qualified Voluntary Employee Contribution account by making a written
application to the Plan Administrator. No part of the Qualified Voluntary
Contributions account will be used to purchase life insurance.

4.3      ROLLOVER CONTRIBUTION
If elected in the Adoption Agreement, a Participant/Employee may make a Rollover
Contribution to any Defined Benefit Plan established hereunder of all or any
part of an amount distributed or distributable to him or her from a Qualified
Deferred Compensation Plan or an Individual Retirement Account (IRA) under Code
Section 408 where the IRA was used as a conduit from a Qualified Deferred
Compensation Plan provided:

         (a)     the amount distributed to the Participant/Employee is
                 transferred to the Plan no later than the sixtieth day after
                 such distribution was received by the Participant,

         (b)     the amount distributed is not one of a series of substantially
                 equal periodic payments made for the life (or life expectancy)
                 of the Participant/Employee or the joint lives (or joint life
                 expectancies) of the Participant/Employee and the
                 Participant's/Employee's Designated Beneficiary, or for a
                 specified period of ten (10) years or more,

         (c)     the amount distributed is not a required minimum distribution
                 required under Code Section 401(a)(9),

         (d)     if the amount distributed included property, such property is
                 rolled over, or if sold the proceeds of such property may be
                 rolled over, and

         (e)     the amount distributed is not includible in gross income
                 (determined without regard to the exclusion for net unrealized
                 appreciation with respect to Employer securities).

In addition, if the Adoption Agreement allows Rollover Contributions, the Plan
will also accept any Eligible Rollover Distribution (as defined at paragraph
1.35) directly to the Plan.

The Plan Administrator shall be responsible for determining the tax-free status
of any Rollover Contribution made to this Plan, and the Trustee/Custodian shall
have no responsibility for any such determination.

4.4      TRANSFER CONTRIBUTION
Unless provided otherwise in the Adoption Agreement, an Employee may also
arrange for the direct transfer of his or her benefit from a Qualified Deferred
Compensation Plan to this Plan provided that the transfer is made in accordance
with paragraphs 4.3(b), (c) and (e) hereof. Such transfer shall be made in cash
and/or in-kind. The Employer and/or the Trustee/Custodian in their sole
discretion shall have the right to refuse to accept a transfer in-kind including
but not

                                       25


limited to if such assets do not comply operationally, would result in a
prohibited transaction, are not readily marketable or are not compatible with
the Employer's investment policy objectives. For accounting and record keeping
purposes, Transfer Contributions shall be identical to Rollover Contributions.

In the event the Employer accepts a Transfer Contribution from a Plan in which
the Participant/Employee was directing the investment of his or her account, the
Employer may, if the Employer determines that it is appropriate and not in
violation of the nondiscrimination rules under Regulations Section
1.401(a)(4)-4, permit the Employee to continue to direct his or her investments
with respect only to such Transfer Contribution.

4.5      DIRECT ROLLOVER OF BENEFITS
Notwithstanding any provision of the Plan to the contrary that would otherwise
limit a Distributee's election under this paragraph, for distributions made on
or after January 1, 1993, a Distributee may elect, at the time and in the manner
prescribed by the Plan Administrator, to have any portion of an Eligible
Rollover Distribution paid directly to an Eligible Retirement Plan specified by
the Distributee in a Direct Rollover, provided the amount to be paid directly to
an Eligible Retirement Plan is at least $500. Any portion of a distribution
which is not paid directly to an Eligible Retirement Plan shall be paid to the
Distributee. For purposes of this paragraph, a surviving Spouse or a Spouse or
former Spouse who is an alternate payee under a Qualified Domestic Relations
Order as defined in Code Section 414(p), will be permitted to elect to have any
Eligible Rollover Distribution paid directly to an individual retirement account
(IRA) or an individual retirement annuity (IRA). The Plan provisions otherwise
applicable to distributions continue to apply to Rollover and Transfer
Contributions.

4.6      SEPARATE ACCOUNTS
The Employer shall establish a separate bookkeeping account for each Participant
showing the total value of his or her Employee contributions. Each Participant's
account shall be separated for bookkeeping purposes into the following
sub-accounts:

         (a)     Voluntary After-tax Contributions.

         (b)     Qualified Voluntary Contributions.

         (c)     Rollover Contributions and Transfer Contributions.

4.7      ADJUSTMENTS TO PARTICIPANT ACCOUNTS
The assets of the accounts shall be valued annually at fair market value as of
the last day of the Plan Year. As of each Valuation Date of the Plan, the
Employer shall add to each account:

         (a)     any Employee contributions made by the Participant since the
                 last Valuation Date, and

         (b)     the Participant's proportionate share of any investment
                 earnings and increase in the fair market value of the Fund
                 since the last Valuation Date, based on the ratio that each
                 Participant's account balance bears to all such account
                 balances.

The Employer shall deduct from each account:

         (c)     any withdrawals or payments made from the Participant's account
                 since the last Valuation Date, and

         (d)     the Participant's proportionate share of any decrease in the
                 fair market value of the Fund since the last Valuation Date,
                 based on the ratio that each Participant's account balance
                 bears to all such account balances.

A Participant's share of investment earnings and any increase or decrease in the
fair market value of the Fund shall be based on the proportionate value of all
active accounts (other than accounts with segregated investments) as of the last
Valuation Date less withdrawals since the last Valuation Date. Beginning with
the 1989 Plan Year, all Rollover and Transfer Contributions will be credited
with an allocation of the actual investment earnings and gains and losses from
the actual date of deposit of each such contribution to the end of the valuation
period. All previous contributions will continue to accrue earnings and losses
as specified above. Accounts with segregated investments shall receive only the
income or loss on such segregated investments.

                                       26


4.8      NONFORFEITABILITY
A Participant shall always have a 100% vested and nonforfeitable interest in his
or her Voluntary After-tax Contributions, Qualified Voluntary Contributions,
Rollover Contributions, and Transfer Contributions plus the earnings thereon. No
suspension or forfeiture of Employer related benefit accruals (including any
minimum accruals made under paragraph 13.2 hereof) will occur solely as a result
of a Participant's withdrawal of any Employee contributions.

4.9      IN-SERVICE WITHDRAWALS OF EMPLOYEE CONTRIBUTIONS
A Participant may withdraw all or any part of the fair market value of his or
her Voluntary After-tax Contributions, Qualified Voluntary Contributions,
Rollover Contributions, or Transfer Contributions upon written request to the
Employer. Such request shall include the Participant's address, social security
number, birth date, and amount of the withdrawal. If at the time a distribution
of Qualified Voluntary Contributions is received the Participant has not
attained age 59 1/2 and is not disabled, as defined at Code Section 22(e)(3),
tHe Participant will be subject to a Federal income tax penalty, unless the
distribution is rolled over to a qualified plan or individual retirement plan
within sixty (60) days of the date of distribution or one of the exceptions
under Code Section 72(t) is satisfied. To the extent that they have not been
considered in determining the Participant's Accrued Benefit under the Plan, a
Participant may withdraw all or any part of the fair market value of his or her
pre-1987 Voluntary After-tax Contributions with or without withdrawing the
earnings attributable thereto. Post 1986 Voluntary After-tax Contributions may
only be withdrawn along with a portion of the earnings thereon. The amount of
the earnings to be withdrawn is determined by using the formula DA [1-(V DIVIDED
BY V + E)], where DA is the distribution amount, V is the amount of Voluntary
After-tax Contributions and V + E is the amount of Voluntary After-tax
Contributions plus the earnings attributable thereto. A Participant withdrawing
his or her other contributions prior to attaining age 59 1/2 and satisfying tHe
Plan's Early Retirement Age, will be subject to Federal tax penalty to the
extent that the withdrawn amounts are includible in income. Such distributions
shall not be eligible for redeposit to the Fund. A withdrawal of Employee
contributions under this paragraph shall not prohibit such Participant from
accruing in any future benefit from Employer contributions. A request to
withdraw amounts pursuant to this paragraph, other than Qualified Voluntary
Contributions, must if applicable, be consented to by the Participant's Spouse.
The consent shall comply with the requirements of paragraph 5.7 relating to
immediate distributions.

4.10     WITHDRAWAL ON TERMINATION OF EMPLOYMENT
A Participant may withdraw the fair market value of his or her account accrued
from Employee contributions at any time following termination of employment.
However, such benefit must be paid in a lump sum no later than the time
prescribed under paragraph 5.7 hereof.

4.11     WITHDRAWAL ON DEATH
Subject to the Joint and Survivor Annuity Requirements set forth in Article VII,
the fair market value of a Participant's account accrued from Employee
contributions may be paid to his or her Designated Beneficiary in a lump sum as
soon as practical following the Participant's death, but in any event within
five (5) years of the Participant's death. If the amount is not so withdrawn, it
will be paid in the same manner as the Participant's benefits under the Plan.

                                       27


                                    ARTICLE V

                               RETIREMENT BENEFITS

5.1      NORMAL RETIREMENT BENEFIT
Each Participant shall be eligible to retire upon attaining his or her Normal
Retirement Age and shall thereafter be entitled to receive a monthly pension
benefit computed in accordance with the formula adopted and at the time selected
by the Employer in the Adoption Agreement. The Normal Retirement Benefit of each
Participant shall not be less than the largest periodic benefit that would have
been payable to the Participant upon separation from Service at or prior to
Normal Retirement Age under the Plan exclusive of Social Security supplements,
premiums on disability or term insurance, and the value of Disability benefits
not in excess of the Basic Normal Retirement Benefit. For purposes of comparing
periodic benefits in the same form commencing prior to and at Normal Retirement
Age, the greater benefit is determined by converting the benefit payable prior
to Normal Retirement Age into the same form of annuity benefit payable at Normal
Retirement Age and comparing the amount of such annuity payments. In the case of
a Top-Heavy Plan, the Basic Normal Retirement Benefit shall not be smaller than
the minimum benefit to which the Participant is entitled under paragraph 12.2.
Such benefits shall be payable in the normal form set forth in paragraph 5.9 or
the Actuarial Equivalent thereof in one of the optional forms of payment
described in paragraph 5.10 hereof.

5.2      ADJUSTING FROZEN ACCRUED BENEFITS

         (a)     If as of the Participant's latest Fresh-Start Date the amount
                 of a Participant's Frozen Accrued Benefit was limited by the
                 application of Code Section 415, the Participant's Frozen
                 Accrued Benefit will be increased for the years after the
                 latest Fresh-Start Date to the extent permitted under Code
                 Section 415(d)(1). In addition, if a Participant's Frozen
                 Accrued Benefit includes the Top-Heavy minimum benefits
                 provided in paragraph 12.2, such benefit will be increased to
                 the extent necessary to comply with the average Compensation
                 requirements of Code Section 416(c)(1)(D)(i).

         (b)     If the Plan's Normal Form of benefit in effect on the
                 Participant's latest Fresh-Start Date is not the same as the
                 Normal Form under the Plan after such Fresh-Start Date and/or
                 the Normal Retirement Age for the Participant on that date was
                 greater than the Normal Retirement Age for the Participant
                 under the Plan after such Fresh-Start Date, the Frozen Accrued
                 Benefit will be expressed as an Actuarial Equivalent benefit in
                 the normal form under the Plan after the Participant's latest
                 Fresh-Start Date, commencing at the Participant's Normal
                 Retirement Age in effect after such date.

         (c)     If the Plan provides a new optional form of benefit with
                 respect to a Participant's Frozen Accrued Benefit, such new
                 optional form will be provided with respect to each
                 Participant's entire Accrued Benefit (including accruals both
                 before and after the Fresh-Start Date).

         (d)     If the Plan is a unit credit plan, with respect to Plan Years
                 beginning after the latest Fresh-Start Date, the current
                 benefit formula will provide each Participant in the
                 Fresh-Start Group a benefit of not less than .5% of the
                 Participant's Average Annual Compensation times the
                 Participant's Year's of Service after the latest Fresh-Start
                 Date.

         (e)     If the Plan is a flat benefit plan, with respect to Plan Years
                 beginning after the Plan's latest Fresh-Start Date, the current
                 benefit formula will provide each Participant a benefit of not
                 less than twenty-five percent (25%) of the Participant's
                 Average Annual Compensation. If a Participant will have less
                 than fifty (50) Years of Service after the latest Fresh-Start
                 Date through the year the Participant attains Normal Retirement
                 Age (or current age, if greater), then such minimum percentage
                 will be reduced by multiplying it by the following ratio:

        PARTICIPANT'S YEARS OF SERVICE AFTER THE LATEST FRESH-START DATE
        ----------------------------------------------------------------
                                       50

5.3      LATE RETIREMENT BENEFIT
A Participant may elect to work beyond his or her Normal Retirement Age. In such
event, the Participant's monthly pension benefit shall be deferred until his or
her actual retirement, unless the Employer elects otherwise in Section XVII of
the Adoption Agreement or a minimum distribution is required by law. The
deferred monthly pension benefit shall be adjusted as provided in the Adoption
Agreement. However, in the case of a Top-Heavy Plan, the Basic Normal Retirement
Benefit shall not be smaller than the minimum benefit to which the Participant
is entitled under paragraph

                                       28


12.2. If a benefit commencing after Normal Retirement Age will not be the
Actuarial Equivalent of the benefit to which the Participant would have been
entitled if benefits commenced at Normal Retirement Age, the Suspension of
Benefit provisions of paragraph 5.14 shall apply.

5.4      DISABILITY RETIREMENT BENEFIT
If Section X of the Adoption Agreement provides for a Disability benefit, any
Participant who meets the age and Service requirements and who becomes disabled
as defined herein shall be eligible to retire and shall be entitled to receive
the Actuarial Equivalent of his or her Accrued Benefit.

5.5      DEFINITE BENEFIT REQUIREMENTS
Except to the extent a Participant's benefits are suspended in accordance with
the provisions of paragraph 5.14, the amount of any benefit under the terms of
this Plan will be the Actuarial Equivalent of the normal form of benefit
commencing at Normal Retirement Age. Actuarial Equivalence shall be determined
on the basis of the mortality rates specified in Section III of the Adoption
Agreement, and either the interest rate(s) specified in Section 3 of the
Adoption Agreement or the Code Section 417 interest rate(s), whichever produces
the greater benefit. For new Plans adopted after December 8, 1994, the rates
required by Code Section 417 as adjusted for the General Agreement on Tariffs
and Trade (GATT) must be used. These specifications are to be elected in the
Adoption Agreement. In the case of a Plan that provides for permitted disparity
under Code Section 401(l), if benefits commence to a Participant at an age other
than Normal Retirement Age, the Participant's benefit will be adjusted in
accordance with tables provided in the Adoption Agreement.

Notwithstanding the preceding paragraph, for purposes of determining the amount
of a distribution in a form other than an annual benefit that is nondecreasing
for the life of the Participant or, in the case of a Qualified Pre-Retirement
survivor, the life of the Participant's Spouse; or that decreases during the
life of the Participant merely because of the death of the surviving annuitant
(but only if the reduction is to a level not below fifty percent (50%) of the
annual benefit payable before the death of the surviving annuitant) or merely
because of the cessation or reduction of Social Security supplements or
qualified disability payments, Actuarial Equivalence will be determined on the
basis of the applicable mortality table and Applicable Interest Rate under Code
Section 417(e), if it produces a benefit greater than that determined under the
preceding paragraph. In addition, the amount of any distribution under the terms
of this Plan will be determined in accordance with the preceding paragraphs.

Notwithstanding the election by the Employer in the Adoption Agreement, a Plan
amendment that changes the date for determining the Applicable Interest Rate
(including an indirect change as a result of a change in Plan Year), shall not
be given effect with respect to any distribution during the period ending one
(1) year after the later of the amendment's Effective Date or adoption date, if,
during such period and as a result of such amendment, the Participant's
distribution would be reduced.

For Plan Years beginning before January 1, 2000, the Code Section 417 interest
rate(s) are:

         (a)     the Applicable Interest Rate if the Present Value of the
                 benefit [using such rate(s)] is not in excess of $25,000; or

         (b)     120% of the Applicable Interest Rate if the Present Value of
                 the benefit exceeds $25,000 [as determined under clause (a)
                 above]. In no event shall the Present Value determined under
                 this clause (b) be less than $25,000.

The Applicable Interest Rate, for a Plan covered under PBGC termination
coverage, is the interest rate(s) which would be used (as of the first day of
the Plan Year which contains the Annuity Starting Date or such other day
specified in Section III of the Adoption Agreement) by the Pension Benefit
Guaranty Corporation for a trusteed single-employer plan to value a benefit
under termination of an insufficient trusteed single-employer plan.

The Code Section 417 interest rate limitations shall apply to distributions in
Plan Years beginning after 1984. Notwithstanding the foregoing, the Code Section
417 interest rate limitations shall not apply to any distributions commencing in
Plan Years beginning before 1987, if such distributions were determined in
accordance with the interest rate(s) as required by Treasury Regulations Section
1.417(e)-1T(e) (including the PBGC immediate interest rate).

The Code Section 417 interest rate limitations shall not apply to annuity
contracts distributed to or owned by a Participant prior to September 17, 1985,
unless additional contributions are made under the Plan by the Employer with
respect to such contracts. In addition, the Code Section 417 interest rate
limitations shall not apply to annuity contracts owned by the Employer or
distributed to or owned by a Participant prior to the first Plan Year after
1988, if the annuity

                                       29


contracts satisfied the requirements in Regulations Sections 1.401(a)-11T and
1.417(e)-1T. The preceding sentence shall not apply if additional contributions
are made under the Plan by the Employer with respect to such contracts on or
after the beginning of the first Plan Year beginning after 1988.

If as a result of actuarial increases to the benefit of a Participant who delays
the commencement of benefits beyond Normal Retirement Age the Accrued Benefit of
such Participant would exceed the Code Section 415 limitations under Article IX
of the Plan for such year, immediately before the actuarial increase that would
cause such Participant's benefit to exceed the limitations of Code Section 415,
payment of benefits to such Participant will be suspended in accordance with
paragraph 5.14 of the Plan, if applicable; otherwise distribution of the
Participant's benefit will commence.

5.6      EARLY RETIREMENT BENEFIT
If Section 10 of the Adoption Agreement provides an Early Retirement Benefit,
any Participant who meets the age and Service requirements shall be eligible to
retire and shall be entitled to receive the Actuarial Equivalent of his or her
Accrued Benefit. If a Participant separated from Service before satisfying the
age requirement for Early Retirement, but has satisfied the Service requirement,
the Participant will be entitled to elect an Early Retirement benefit upon
satisfaction of such age requirement.

5.7      CASH-OUT OF ACCRUED BENEFITS
If an Employee terminates Service and the Present Value of the Employee's Vested
Accrued Benefit derived from Employer and Employee contributions is not greater
than $5,000 (or a lesser amount if indicated in the Adoption Agreement), unless
otherwise specified in the Adoption Agreement, the Employee will receive a
distribution of the Present Value of the entire vested portion of such Accrued
Benefit and the nonvested portion will be treated as a forfeiture. For purposes
of this paragraph, if the Present Value of an Employee's Vested Accrued Benefit
is zero (0), the Employee shall be deemed to have received a distribution of
such Vested Accrued Benefit.

If an Employee terminates Service and the Present Value of the Employee's Vested
Accrued Benefit derived from Employer and Employee contributions exceeds $5,000,
unless otherwise specified in the Adoption Agreement, the Employee may elect, in
accordance with paragraph 5.7 of the Plan, to receive a distribution of the
Present Value of the entire vested portion of such Accrued Benefit and the
nonvested portion will be treated as a forfeiture. A Participant's Vested
Accrued Benefit shall not include Qualified Voluntary Employee Contributions.
For the purpose of the foregoing provisions, Present Value shall be calculated
using the interest rate specified in Section III of the Adoption Agreement.

If an Employee receives a distribution pursuant to this paragraph and the
Employee resumes covered employment under the Plan, he or she shall have the
right to restore his or her Employer-derived Accrued Benefit (including all
optional forms of benefits and subsidies relating to such benefits) to the
extent forfeited upon the repayment to the Plan of the full amount of the
distribution plus interest, compounded annually from the date of distribution at
the rate determined for purposes of Code Section 411(c)(2)(C). Such repayment
must be made before the earlier of five (5) years after the first date on which
the Participant is subsequently reemployed by the Employer, or the date the
Participant incurs five (5) consecutive one (1) year Breaks in Service following
the date of distribution.

If a Participant is deemed to receive a distribution pursuant to this section,
and the Participant resumes employment covered under this Plan before the date
he or she incurs five (5) consecutive one (1) year Breaks in Service, upon the
reemployment of such Participant, the Employer-derived Accrued Benefit will be
restored to the amount of such Accrued Benefit on the date of the deemed
distribution.

5.8      RESTRICTIONS ON IMMEDIATE DISTRIBUTIONS

         (a)     If either the Present Value of a Participant's Vested Accrued
                 Benefit derived from Employer and Employee contributions
                 exceeds (or at the time of any prior distribution exceeded)
                 $5,000 or there are remaining payments to be made with respect
                 to a particular distribution option that previously commenced,
                 and the Accrued Benefit is immediately distributable, the
                 Participant and the Participant's Spouse (or where either the
                 Participant or the Spouse has died, the survivor) must consent
                 to any distribution of such Accrued Benefit. The consent of the
                 Participant and the Participant's Spouse shall be obtained in
                 writing within the ninety (90) day period ending on the Annuity
                 Starting Date. The Annuity Starting Date is the first day of
                 the first period for which an amount is paid as an annuity or
                 any other form. The Plan Administrator shall notify the
                 Participant and the Participant's Spouse of the right to defer
                 any distribution until the Participant's Accrued Benefit is no
                 longer immediately distributable. Such notification shall
                 include a general description of the material features and an
                 explanation of the relative values of, the optional forms of
                 benefit available under the Plan in a

                                       30


                 manner that would satisfy the notice requirements of Code
                 Section 417(a)(3), and shall be provided no less than thirty
                 (30) days and no more than ninety (90) days prior to the
                 Annuity Starting Date.

         (b)     The Annuity Starting Date for a distribution in a form other
                 than a Qualified Joint and Survivor Annuity may be less than
                 thirty (30) days after receipt of the written explanation
                 described in the preceding paragraph provided:

                 (i)    the Participant has been provided with information that
                        clearly indicates that the Participant has at least
                        thirty (30) days to consider whether to waive the
                        Qualified Joint and Survivor Annuity and has
                        affirmatively elected (with spousal consent) to a form
                        of distribution other than a Qualified Joint and
                        Survivor Annuity;

                 (ii)   the Participant is permitted to revoke any affirmative
                        distribution election at least until the Annuity
                        Starting Date or, if later, at any time prior to the
                        expiration of the seven (7) day period that begins the
                        day after the explanation of the Qualified Joint and
                        Survivor Annuity is provided to the Participant; and

                 (iii)  the Annuity Starting Date is a date after the date that
                        the written explanation was provided to the Participant.

                 Notwithstanding the foregoing, only the Participant need
                 consent to the commencement of a distribution in the form of a
                 Qualified Joint and Survivor Annuity while the Accrued Benefit
                 is immediately distributable. Neither the consent of the
                 Participant nor the Participant's Spouse shall be required to
                 the extent that a distribution is required to satisfy Code
                 Sections 401(a)(9) or 415. Present Value shall be determined in
                 accordance with Section III of the Adoption Agreement. An
                 Accrued Benefit is immediately distributable if any part of the
                 Accrued Benefit could be distributed to the Participant (or
                 Surviving Spouse) before the Participant attains (or would have
                 attained if not deceased) the later of Normal Retirement Age or
                 age sixty-two (62).

         (c)     For purposes of determining the applicability of the foregoing
                 consent requirements to distributions made before the first day
                 of the first Plan Year beginning after 1988, the Participant's
                 Vested Accrued Benefit shall not include amounts attributable
                 to Qualified Voluntary Employee Contributions.

         (d)     TRANSITIONAL RULE FOR CASH OUT LIMITS - For distributions made
                 before March 22, 1999, if the Present Value of a Participant's
                 Vested Accrued Benefit derived from Employer and Employee
                 Contributions exceeds (or at the time of any prior distribution
                 in Plan Years beginning before August 6, 1997, exceeded $3,500
                 or in Plan Years beginning after August 5, 1997, exceeded
                 $5,000) and the Accrued Benefit is immediately distributable,
                 the Participant and the Participant's Spouse (or where either
                 the Participant or the Spouse has died, the survivor) must
                 consent to any distribution of such Accrued Benefit.

5.9      NORMAL FORM OF PAYMENT
The Basic Normal Retirement Benefit is calculated as a Straight Life Annuity as
defined at paragraph 1.87, unless otherwise specified in Section VII of the
Adoption Agreement. However, all distributions of benefits shall be subject to
the Joint and Survivor Annuity Requirements of Article VII. The normal form of
payment, as so limited by Article VII, will be automatic unless the Participant
files a written application with the Employer prior to actual retirement
requesting an optional form of payment.

5.10     OPTIONAL FORMS OF PAYMENT
In lieu of the normal form of payment, a Participant may, subject to the Joint
and Survivor Annuity Requirements of Article VII, make written application to
the Employer at any time requesting one of the following optional forms of
payment as limited by the Employer in Section VII of the Adoption Agreement,
each of which is the Actuarial Equivalent of the Basic Normal Retirement
Benefit:

         (a)     Straight Life Annuity.

         (b)     Life annuity with not more than 240 monthly payments
                 guaranteed.

         (c)     Joint and Survivor Annuity with a minimum of fifty percent
                 (50%) and a maximum of 100% of the Participant's benefit
                 continuing to his or her Spouse for life after the
                 Participant's death.

                                       31


         (d)     Lump sum payment.

         (e)     Other form(s) permitted in the Adoption Agreements.

Such payments shall be made directly from the Trust or, if directed by the
Employer, through the purchase of a paid-up nontransferable annuity contract. No
optional form of payment which is made available to Participants may be
eliminated by the Employer in future Plan amendments.

5.11     COMMENCEMENT OF BENEFITS
Unless a Participant elects otherwise in writing, distribution of benefits will
begin no later than the sixtieth day after the latest of the close of the Plan
Year in which:

         (a)     the Participant attains age sixty-five (65) (or Normal
                 Retirement Age if earlier),

         (b)     occurs the tenth anniversary of the year in which the
                 Participant commenced participation in the Plan, or

         (c)     the Participant terminates Service with the Employer.

Notwithstanding the foregoing, the failure of a Participant and Spouse to
consent to a distribution while a benefit is immediately distributable, within
the meaning of paragraph 5.7 of the Plan, shall be deemed an election to defer
commencement of payment of any benefit.

5.12     IN-SERVICE WITHDRAWALS OF EMPLOYER CONTRIBUTIONS
Benefits accrued from Employer related contributions may not commence to be paid
prior to Normal Retirement Age, Early Retirement Age, Disability retirement,
termination of employment, Plan termination, or death.

5.13     CLAIMS PROCEDURES
Upon retirement, death, or other severance of employment, the Participant or
representative of such Participant may make application to the Employer
requesting payment of benefits due and the manner of payment. If no application
for benefits is made, the Employer shall automatically pay any vested benefit
due hereunder in the normal form at the time prescribed at paragraph 5.11. If an
application for benefits is made, the Employer shall accept, reject, or modify
such request and shall notify the Participant in writing setting forth the
response of the Employer and in the case of a denial or modification the
Employer shall:

         (a)     state the specific reason or reasons for the denial,

         (b)     provide specific reference to pertinent Plan provisions on
                 which the denial is based,

         (c)     provide a description of any additional material or information
                 necessary for the Participant or his representative to perfect
                 the claim and an explanation of why such material or
                 information is necessary, and

         (d)     explain the Plan's claim review procedure as contained herein.

In the event the request is rejected or modified, the Participant or his
representative may within sixty (60) days following receipt by the Participant
or representative of such rejection or modification, submit a written request
for review by the Employer of its initial decision. Within sixty (60) days
following such request for review, the Employer shall render its final decision
in writing to the Participant or representative stating specific reasons for
such decision. If the Participant or representative is not satisfied with the
Employer's final decision, the Participant or representative can institute an
action in a Federal Court of competent jurisdiction; for this purpose, process
would be served on the Employer.

5.14     SUSPENSION OF BENEFITS
If the Employer chooses through its administrative policies to make this
paragraph operative, retirement benefits commencing after Normal Retirement Age
will be the Actuarial Equivalent of the benefit to which the Participant would
have been entitled if benefits commenced at Normal Retirement Age.

         (a)     Normal or Early Retirement Benefits in pay status will be
                 suspended for each calendar month during which the Participant
                 completes at least forty (40) Hours of Service with the
                 Employer in ERISA

                                       32


                 Section 203(a)(3)(B) service. Similarly, the actuarial value of
                 benefits which commence later than Normal Retirement Age will
                 be computed without regard to amounts which would have been
                 suspended under the preceding sentence as if the Participant
                 had been receiving benefits since Normal Retirement Age.

         (b)     RESUMPTION OF PAYMENT - If benefit payments have been
                 suspended, payments shall resume no later than the first day of
                 the third calendar month after the calendar month in which the
                 Participant ceases to be employed in ERISA Section 203(a)(3)(B)
                 service. The initial payment upon resumption shall include the
                 payment scheduled to occur in the calendar month when payments
                 resume and any amounts withheld during the period between the
                 cessation of ERISA Section 203(a)(3)(B) service and the
                 resumption of payments.

         (c)     NOTIFICATION - No payment shall be withheld by the Plan
                 pursuant to this paragraph unless the Plan notifies the
                 Participant by personal delivery or first class mail during the
                 first calendar month or payroll period in which the Plan
                 withholds payments that his or her benefits are suspended. Such
                 notifications shall contain a description of the specific
                 reasons why benefit payments are being suspended, a description
                 of the Plan provision relating to the suspension of payments, a
                 copy of such provisions, and a statement to the effect that
                 applicable Department of Labor regulations may be found in
                 Regulations Section 2530.203-3. In addition, the notice shall
                 inform the Participant of the Plan's procedures for affording a
                 review of the suspension of benefits. Requests for such reviews
                 may be considered in accordance with the claims procedure
                 adopted by the Plan pursuant to ERISA Section 503 and
                 applicable Regulations.

         (d)     AMOUNT SUSPENDED:

                 (1)    LIFE ANNUITY - In the case of benefits payable
                        periodically on a monthly basis for as long as a life
                        (or lives) continues, such as a Straight Life Annuity or
                        a Qualified Joint and Survivor Annuity, an amount equal
                        to the portion of a monthly benefit payment derived from
                        Employer contributions.

                 (2)    OTHER BENEFIT FORMS - In the case of a benefit payable
                        in a form other than the form described in sub-paragraph
                        (1) above, an amount of the Employer-derived portion of
                        benefit payments for a calendar month in which the
                        Participant is employed in ERISA Section 203(a)(3)(B)
                        service, equal to the lesser of:

                        (i)    the amount of benefits which would have been
                               payable to the Participant if he had been
                               receiving monthly benefits under the Plan since
                               actual retirement based on a single Straight Life
                               Annuity commencing at actual retirement age; or

                        (ii)   the actual amount paid or scheduled to be paid to
                               the Participant for such month. Payments which
                               are scheduled to be paid less frequently than
                               monthly may be converted to monthly payments for
                               purposes of the above sentence.

         (e)     This section does not apply to the minimum benefit to which the
                 Participant is entitled under the Top-Heavy rules of paragraph
                 12.2.

5.15     SPECIAL RULES FOR FULLY INSURED PLANS
Notwithstanding other Plan provisions to the contrary:

         (a)     This Plan may be funded exclusively by the purchase of
                 individual insurance contracts, except for any Top-Heavy
                 sidefund trust maintained for purposes of meeting the minimum
                 benefit requirements of Code Section 416(c).

         (b)     All contracts will provide for level annual premium payments to
                 be paid for the period commencing with the date that each
                 individual became a Participant in the Plan (or, in the case of
                 an increase in benefits, commencing at the time such increase
                 becomes effective) and extending to the Normal Retirement Age
                 for each such Participant.

         (c)     A fully insured Plan may provide that the amount of retirement
                 benefit provided by insurance or annuity contracts will not be
                 provided or increased until the Participant's Compensation is
                 large

                                       33


                 enough to provide or increase the retirement benefit by a
                 specified minimum amount. This minimum can be no greater than
                 $120 per year or $10 per month.

         (d)     In a fully insured Plan, the current benefit formula may not
                 recognize Years of Service before an Employee commences
                 participation in the Plan. Notwithstanding the foregoing, a
                 Plan with a current benefit formula that was adopted and in
                 effect on September 19, 1991, may continue to recognize Years
                 of Service prior to an Employee's participation in the Plan, to
                 the extent provided in the Plan on such date. The preceding
                 sentence does not apply with respect to an Employee who first
                 becomes a Participant in the Plan after that date.

         (e)     A fully insured Plan satisfies the permitted disparity rules of
                 Code Section 401(l) if each Participant's benefit under the
                 Plan's benefit formula satisfies the permitted disparity rules
                 otherwise applicable to Defined Benefit Plans. This includes
                 any required reductions of up to 0.75% to the maximum excess
                 allowance, or, if applicable, the maximum offset allowance.
                 However, the applicable factor as determined must be further
                 reduced by multiplying it by 0.80.

         (f)     For fully insured Plans, adjustments are not required for
                 benefits beginning at a time other than Normal Retirement Age.

         (g)     Benefits provided by the Plan are equal to the benefits
                 provided under each contract at Normal Retirement Age under the
                 Plan and are guaranteed by an insurance carrier (licensed under
                 the laws of a state to do business with the Plan) to the extent
                 premiums have been paid.

         (h)     The premium payments for a Participant who continues benefiting
                 after Normal Retirement Age are equal to the amount necessary
                 to fund additional benefits that accrued under the Plan's
                 benefit formula for the Plan Year.

         (i)     Each Participant's Accrued Benefit as of any applicable date is
                 the cash surrender value of the Participant's insurance
                 contract, or if greater, the cash surrender value the
                 Participant's insurance contracts would have had on such
                 applicable date if (i) premiums payable for such Participant's
                 Years of Participation for the current Plan Year and all prior
                 Plan Years under such contracts had been paid before lapse and
                 (ii) no rights under such contracts had been subject to a
                 security interest at any time, and (iii) no policy loans were
                 outstanding at any time.

         (j)     All benefits must be funded through contracts of the same
                 series which must have cash values based on the same terms
                 (including interest and mortality assumptions) and the same
                 conversion rights. A Plan does not fail to satisfy this
                 requirement, however, if any prospective change in the contract
                 series or insurer applies on the same terms to all Participants
                 in the Plan.

         (k)     No rights under any contracts will be subject to a security
                 interest at any time, and no policy loans, including loans to
                 Participants, will be made at any time.

                                       34


                                   ARTICLE VI

                            DISTRIBUTION REQUIREMENTS

6.1      JOINT AND SURVIVOR ANNUITY REQUIREMENTS
Any benefit payable under this Article is subject to the Joint and Survivor
Annuity provisions set forth in Article VII. The requirements of this Article
shall apply to any distribution of a Participant's interest and will take
precedence over any inconsistent provisions of this Plan. Unless otherwise
specified, the provisions of this Article apply to calendar years beginning
after 1984.

6.2      MINIMUM DISTRIBUTION REQUIREMENTS
All distributions required under this Article shall be determined and made in
accordance with the minimum distribution requirements of Code Section 401(a)(9)
and the Regulations thereunder, including the minimum distribution incidental
benefit rules found at Regulations Section 1.401(a)(9)-2. The entire interest of
a Participant must be distributed or begin to be distributed no later than the
Participant's Required Beginning Date. Life expectancy and joint and last
survivor life expectancy are computed by using the expected return multiples
found in the tables published at Regulations Section 1.72-9.

6.3      LIMITS ON DISTRIBUTION PERIODS
As of the First Distribution Calendar Year, distributions if not made in a
single-sum, may only be made over one of the following periods (or a combination
thereof):

         (a)     the life of the Participant;

         (b)     the life of the Participant and a Designated Beneficiary;

         (c)     a period certain not extending beyond the life expectancy of
                 the Participant; or

         (d)     a period certain not extending beyond the joint and last
                 survivor expectancy of the Participant and a Designated
                 Beneficiary.

6.4      REQUIRED BEGINNING DATE
The entire interest of a Participant must be distributed or begin to be
distributed no later than the Participant's Required Beginning Date. The
Required Beginning Date of a Participant shall be one of the following as
selected by the Employer in the Adoption Agreement:

         (a)     The April 1 of the calendar year following the calendar year in
                 which the Participant attains age 70 1/2.

         (b)     The April 1 of the calendar year following the calendar year in
                 which the Participant attains age 70 1/2, except that benefit
                 distributions to a Participant [other than a five percent
                 (5%)owner] with respect to benefits accrued after the later of
                 the adoption or effective date of the amendment to the Plan
                 must commence by the later of the April 1 of the calendar year
                 following the calendar year in which the Participant attains
                 age 70 1/2 or retires.

         (c)     The later of the April 1 of the calendar year following the
                 calendar year in which the Participant attains age 70 1/2 or
                 retires except that benefit distributions to a five percent
                 (5%) owner must commenCe by the April 1 of the calendar year
                 following the calendar year in which the Participant attains
                 age 70 1/2.

Any Participant attaining age 70 1/2 in years after 1995 may elect by April 1 of
the calendar year following tHe year in which the participant attained age
70 1/2, (or by December 31, 1997 in the case of a Participant attainiNg age 70
1/2 in 1996) to defer distributions until the calendar year following the
calendar year in which tHe Participant retires. If no such election is made the
Participant will begin receiving distributions by the April 1 of the calendar
year following the year in which the Participant attained age 70 1/2 (or by
December 31, 1997 In the case of a Participant attaining age 70 1/2 in 1996).

Any Participant attaining age 70 1/2 in years prior to 1997 may elect to stop
distributions and recommence by tHe April 1 of the calendar year following the
year in which the Participant retires. There is either (as elected by the
Employer in the adoption agreement) (i) a new annuity starting date upon
recommencement, or (ii) no new annuity starting date upon recommencement.

                                       35


ELIMINATION OF PRE-RETIREMENT AGE 70 1/2 DISTRIBUTION OPTION - This distribution
option is only eliminated wiTh respect to Employees who reach age 70 1/2 in or
after a calendar year that begins after the later of December 31, 1998, or the
adoption date of the amendment. The pre-retirement age 70 1/2 distribution
option is an optional foRm of benefit under which benefits payable in a
particular distribution form (including any modifications that may be elected
after benefit commencement) commence at a time during the period that begins on
or after January 1 of the calendar year in which an employee attains age 70 1/2
and ends April 1 of the immediately following calendAr year.

FIVE PERCENT (5%) OWNER - A Participant is treated as a five percent (5%) owner
for purposes of this section is such Participant is a five percent (5%) owner as
defined in Code Section 416 at any time during the Plan Year ending with or
within the calendar year in which such owner attains age 70 1/2. Once
distributions have begun to a five percent (5%) owner under this section, they
must continue to be distributed, even if the Participant ceases to be a five
percent (5%) owner in a subsequent year.

TRANSITIONAL RULES FOR PLAN YEARS BEGAN BEFORE JANUARY 1, 1997 - The Required
Beginning Date of a Participant who attained age 70 1/2 before 1988, shall be
determined in accordance with (1) or (2) below:

         (a)     Non-five percent (5%) owners. The Required Beginning Date of a
                 Participant who is not a five percent (5%) owner is the first
                 day of April of the calendar year following the calendar year
                 in which the later of retirement or attainment of age 70 1/2
                 occurs. The Required Beginning Date of a Participant wHo is not
                 a five percent (5%) owner, who attains age 70 1/2 during 1988
                 and who has not retired as of 1989, is April 1, 1990.

         (b)     Five percent (5%) owners. The Required Beginning Date of a
                 Participant who is a five percent (5%) owner during any year
                 beginning after 1979, is the first day of April following the
                 later of:

                 (1)    the calendar year in which the Participant attains age
                        70 1/2, or

                 (2)    the earlier of the calendar year with or within which
                        ends the Plan Year in which the Participant becomes a
                        five percent (5%) owner, or the calendar year in which
                        the Participant retires.

         (c)     A Participant is treated as a five percent (5%) owner for
                 purposes of this paragraph if such Participant is a five
                 percent (5%) owner as defined in Code Section 416(i)
                 (determined in accordance with Code Section 416 but without
                 regard to whether the Plan is Top-Heavy) at any time during the
                 Plan Year ending with or within the calendar year in which such
                 owner attains age 66 1/2 or any subsequent PlAn Year.

         (d)     Once distributions have begun to a five percent (5%) owner
                 under this paragraph, they must continue to be distributed,
                 even if the Participant ceases to be a five percent (5%) owner
                 in a subsequent year.

6.5      DETERMINATION OF AMOUNT TO BE DISTRIBUTED EACH YEAR

         (a)     If the Participant's interest is to be paid in the form of
                 Straight Life Annuity distribution under the Plan, payments
                 under the annuity shall satisfy the following requirements:

                 (1)    the annuity distributions must be paid in periodic
                        payments made at intervals not longer than one (1) year;

                 (2)    the distribution period must be over a life (or lives)
                        or over a period certain not longer than a life
                        expectancy (or joint life and last survivor expectancy)
                        described in Code Sections 401(a)(9)(A)(ii) or
                        401(a)(9)(b)(iii) whichever is applicable;

                 (3)    the life expectancy (or joint life and last survivor
                        expectancy) for purposes of determining the period
                        certain shall be determined without recalculation of
                        life expectancy;

                 (4)    once payments have begun over a period certain, the
                        period certain may not be lengthened even if the period
                        certain is shorter than the maximum permitted;

                 (5)    payments must either be nonincreasing or increase only
                        as follows:

                        (i)    with any percentage increase in a specified and
                               generally recognized cost-of-living index;

                                       36


                        (ii)   to the extent of the reduction to the amount of
                               the Participant's payments to provide for a
                               survivor benefit upon death, but only if the
                               beneficiary whose life was being used to
                               determine the distribution period described in
                               paragraph 6.3 above dies and the payments
                               continue otherwise in accordance with that
                               section over the life of the Participant;

                        (iii)  to provide cash refunds of Employee contributions
                               upon the Participant's death; or

                        (iv)   because of an increase in benefits under the
                               Plan.

                 (6)    If the annuity is a Straight Life Annuity [or a life
                        annuity with a period certain not exceeding twenty (20)
                        years], the amount which must be distributed on or
                        before the Participant's Required Beginning Date (or, in
                        the case of distributions after the death of the
                        Participant, the date distributions are required to
                        begin pursuant to paragraph 6.9 below) shall be the
                        payment which is required for one payment interval. The
                        second payment need not be made until the end of the
                        next payment interval even if that payment interval ends
                        in the next calendar year. Payment intervals are the
                        periods for which payments are received, e.g.,
                        bi-monthly, monthly, semi-annually, or annually.

                        If the annuity is a period certain annuity without a
                        life contingency [or is a life annuity with a period
                        certain exceeding twenty (20) years], periodic payments
                        for each distribution calendar year shall be combined
                        and treated as an annual amount. The amount which must
                        be distributed by the Participant's Required Beginning
                        Date or, in the case of distributions after the death of
                        the Participant, the date distributions are required to
                        begin pursuant to paragraph 6.9 is the annual amount for
                        the First Distribution Calendar Year. The annual amount
                        for other Distribution Calendar Years, including the
                        annual amount for the calendar year in which the
                        Participant's Required Beginning Date (or the date
                        distributions are required to begin pursuant to
                        paragraph 6.9 below) occurs, must be distributed on or
                        before December 31 of the calendar year for which the
                        distribution is required.

         (b)     Annuities purchased after 1988, are subject to the following
                 additional conditions:

                 (1)    Unless the Participant's Spouse is the Designated
                        Beneficiary, if the Participant's interest is being
                        distributed in the form of a period certain annuity
                        without a life contingency, the period certain as of the
                        beginning of the First Distribution Calendar Year may
                        not exceed the applicable period determined using the
                        table set forth in Q&A A-5 of Regulations Section
                        1.401(a)(9)-2, as proposed.

                 (2)    If the Participant's interest is being distributed in
                        the form of a Joint and Survivor Annuity for the joint
                        lives of the Participant and a non-Spouse beneficiary,
                        annuity payments to be made on or after the
                        Participant's Required Beginning Date to the Designated
                        Beneficiary after the Participant's death must not at
                        any time exceed the applicable percentage of the annuity
                        payment for such period that would have been payable to
                        the Participant using the table set forth in Q&A A-6 of
                        Regulations Section 1.401(a)(9)-2, as proposed.

         (c)     TRANSITIONAL RULE - If payments under an annuity which complies
                 with sub-paragraph (a) above begin prior to 1989, the minimum
                 distribution requirements in effect as of July 27, 1987, shall
                 apply to distributions from this Plan, regardless of whether
                 the annuity form of payment is irrevocable. This transitional
                 rule also applies to deferred annuity contracts distributed to
                 or owned by the Participant prior to 1989, unless additional
                 contributions are made under the Plan by the Employer with
                 respect to such contract.

         (d)     If the form of distribution is an annuity made in accordance
                 with this paragraph 6.5, any additional benefits accruing to
                 the Participant after his or her Required Beginning Date shall
                 be distributed as a separate and identifiable component of the
                 annuity beginning with the first payment interval ending in the
                 calendar year immediately following the calendar year in which
                 such amount accrues.

         (e)     Any part of the Participant's interest which is in the form of
                 an individual account shall be distributed in a manner
                 satisfying the requirements of Code Section 401(a)(9) and the
                 Regulations thereunder.

         (f)     Except with respect to all Participants in a governmental or
                 church plan, or a five percent (5%) owner in other plans, a
                 Participant's Accrued Benefit is actuarially increased to take
                 into account the period

                                       37


                 after age 70 1/2 in which the Employee does not receive any
                 benefits under the Plan. The actuariAl increase begins on the
                 April 1 following the calendar year in which the Employee
                 attains age 70 1/2 (January 1, 1997 in the case of an Employee
                 who attained age 70 1/2 prior to 1996), and ends on the daTe on
                 which benefits commence after retirement in an amount
                 sufficient to satisfy Code Section 401(a)(9).

                 The amount of actuarial increase payable as of the end of the
                 period for actuarial increases must be no less than the
                 Actuarial Equivalent of the Employee's retirement benefits that
                 would have been payable as of the date the actuarial increase
                 must commence plus the Actuarial Equivalent of additional
                 benefits accrued after that date, reduced by the Actuarial
                 Equivalent of any distributions made after that date. The
                 actuarial increase is generally the same as, and not in
                 addition to, the actuarial increase required for that same
                 period under Code Section 411 to reflect the delay in payments
                 after Normal Retirement, except that the actuarial increase
                 required under Code Section 401(a)(9)(C) must be provided even
                 during the period during which an Employee is in ERISA Section
                 203(a)(3)(B) service.

                 For purposes of Code Section 411(b)(1)(H), the actuarial
                 increase will be treated as an adjustment attributable to the
                 delay in distribution of benefits after the attainment of
                 Normal Retirement Age. Accordingly, to the extent permitted
                 under Code Section 411(b)(1)(H), the actuarial increase
                 required under Code Section 401(a)(9)(C)(iii) may reduce the
                 benefit accrual otherwise required under Code Section
                 411(b)(1)(H)(i), except that the rules on the suspension of
                 benefits are not applicable.

6.6      ELIGIBILITY FOR DEATH BENEFITS
The Plan need not provide a pre-retirement death benefit, other than a qualified
pre-retirement survivor annuity for the benefit of either the Spouse of a
married Participant or for the benefit of a former Spouse under the provisions
of a Qualified Domestic Relations Order. Additional incidental pre-retirement
death benefits may be provided for by the Employer in the Adoption Agreement.
Except as provided below for Participants who are employed after attaining the
Qualified Early Retirement Age (as defined in paragraph 1.65), unless the
Employer provides for an additional incidental death benefit, no benefit will be
payable to the Designated Beneficiary of an unmarried active or terminated
Participant who dies prior to Normal Retirement Age, even though such
Participant may have had a vested and nonforfeitable interest in a deferred
benefit payable at Normal Retirement Age. Notwithstanding the above, a
Participant who is employed after attaining the Qualified Early Retirement Age
shall be given the opportunity to elect to have a Qualified Joint and Survivor
Annuity or one of the optional forms of payment, become effective upon his or
her death. To the extent that it is not in conflict with the provisions of
Article VII, such election shall be made during the period beginning on the
later of the 90th day prior to the Participant's attainment of the Qualified
Early Retirement Age or on the date on which participation begins and ends on
the date the Participant actually retires or terminates employment. The Plan may
require a minimum not to exceed $1,000 before it will provide or increase an
insured death benefit.

6.7      DEATH AFTER COMMENCEMENT OF BENEFITS
If the Participant dies after distribution of his or her interest has commenced,
the remaining portion of such interest will continue to be distributed at least
as rapidly as under the method of distribution being used prior to the
Participant's death.

6.8      DEATH PRIOR TO COMMENCEMENT OF BENEFITS
If the Participant dies before distribution of his or her interest commences,
the Participant's entire death benefit, if any, will be distributed no later
than the December 31 of the calendar year containing the fifth anniversary of
the Participant's death except to the extent that an election is made to receive
distributions in accordance with (a) or (b) below.

         (a)     If any portion of the Participant's interest is payable to a
                 Designated Beneficiary, distributions may be made in
                 substantially equal installments over the life or over a period
                 certain not greater than the life expectancy of the Designated
                 Beneficiary commencing on or before December 31 of the calendar
                 year immediately following the calendar year in which the
                 Participant died.

         (b)     If the Designated Beneficiary is the Participant's Surviving
                 Spouse, the date distributions are required to begin in
                 accordance with (a) above shall not be earlier than the later
                 of:

                 (1)    December 31 of the calendar year immediately following
                        the calendar year in which the Participant died, and

                 (2)    December 31 of the calendar year in which the
                        Participant would have attained at 70 1/2.

                                       38


                 If the Spouse dies before payments begin, subsequent
                 distributions shall be made pursuant to this paragraph 6.8 with
                 the exception of sub-paragraph (b) as if the Spouse had been
                 the Participant.

6.9      LIFE EXPECTANCY
If payout is made other than through the purchase of an immediate annuity, the
applicable calendar year shall be the First Distribution Calendar Year, and if
life expectancy is being recalculated each such succeeding calendar year. If
annuity payments commence before the Required Beginning Date, the applicable
calendar year is the year such payments commence. If distribution is in the form
of an immediate annuity purchased after the Participant's death with the
Participant's remaining interest, the applicable calendar year is the year of
purchase.

For purposes of paragraph 6.9, payments will be calculated by use of the return
multiples as specified in Regulations Section 1.72-9. Life expectancy of a
Surviving Spouse may be recalculated annually however, in the case of any other
Designated Beneficiary, such life expectancy will be calculated at the time
payment first commences and payments for any 12-consecutive month period will be
based on such life expectancy minus the number of whole years passed since
distribution first commenced.

6.10     BENEFICIARY ELECTION OF DISTRIBUTION METHOD
If the Participant has not made an election pursuant to paragraph 6.9 by the
time of his or her death, the Participant's Designated Beneficiary must elect
the method of distribution no later than the earlier of:

         (a)     December 31 of the calendar year in which distributions would
                 be required to begin under said paragraph, or

         (b)     December 31 of the calendar year which contains the fifth
                 anniversary of the date of death of the Participant. If the
                 Participant has no Designated Beneficiary, or if the Designated
                 Beneficiary does not elect a method of distribution,
                 distribution of the Participant's entire interest must be
                 completed by December 31 of the calendar year containing the
                 fifth anniversary of the Participant's death.

6.11     PAYMENTS TO A CHILD OF THE PARTICIPANT
For purposes of this Article, any amount paid to a child of the Participant will
be treated as if it had been paid to the Surviving Spouse if the amount becomes
payable to the Surviving Spouse when the child reaches the age of majority.

6.12     DEEMED DISTRIBUTION STARTING DATE
For the purposes of this Article VI, distribution of a Participant's interest is
considered to begin on the Participant's Required Beginning Date (or, if
paragraph 6.9 above is applicable, the date distribution is required to begin to
the Surviving Spouse pursuant to said paragraph). If distribution in the form of
an annuity described in paragraph 6.5(a) above irrevocably commences to the
Participant before the Required Beginning Date, the date distribution is
considered to begin is the date distribution actually commences.

6.13     NO BENEFICIARY
Any portion of the amount payable hereunder which is undisposed of because of
the Participant's or former Participant's failure to designate a beneficiary, or
because all of the Designated Beneficiaries are deceased, shall be paid to his
or her Spouse. If the Participant had no Spouse at the time of death, payment
shall be made to the personal representative of his or her estate in a lump sum.
If no representative can be found, then the amounts due to the Participant shall
be forfeited to the Trust until the Participant, or if applicable, their
beneficiary, makes a valid claim for the benefits.

6.14     TRANSITIONAL RULES

         (a)     Notwithstanding the other requirements of this Article and
                 subject to the requirements of Article VII, Joint and Survivor
                 Annuity Requirements, distribution on behalf of any
                 Participant, including a five percent (5%) owner, may be made
                 in accordance with all of the following requirements
                 (regardless of when such distribution commences):

                 (1)    The distribution by the Plan is one which would not have
                        disqualified such Plan under Code Section 401(a)(9) as
                        in effect prior to amendment by the Deficit Reduction
                        Act of 1984.

                 (2)    The distribution is in accordance with a method of
                        distribution designated by the Participant whose
                        interest in the Plan is being distributed or, if the
                        Participant is deceased, by a beneficiary of such
                        Participant.

                 (3)    Such designation was in writing, was signed by the
                        Participant or the beneficiary, and was made before
                        1984.

                                       39


                 (4)    The Participant had accrued a benefit under the Plan as
                        of December 31, 1983.

                 (5)    The method of distribution designated by the Participant
                        or the beneficiary specifies the time at which
                        distribution will commence, the period over which
                        distributions will be made, and in the case of any
                        distribution upon the Participant's death, the
                        beneficiaries of the Participant listed in order of
                        priority.

         (b)     A distribution upon death will not be covered by this
                 transitional rule unless the information in the designation
                 contains the required information described above with respect
                 to the distributions to be made upon the death of the
                 Participant.

         (c)     For any distribution which commences before 1984 but continues
                 after 1983, the Participant, or the beneficiary to whom such
                 distribution is being made, will be presumed to have designated
                 the method of distribution under which the distribution is
                 being made if the method of distribution was specified in
                 writing and the distribution satisfies the requirements in
                 subsections (a)(1) and (5).

         (d)     If a designation is revoked any subsequent distribution must
                 satisfy the requirements of Code Section 401(a)(9) and the
                 Regulations thereunder. If a designation is revoked subsequent
                 to the date distributions are required to begin, the Plan must
                 distribute by the end of the calendar year following the
                 calendar year in which the revocation occurs the total amount
                 not yet distributed which would have been required to have been
                 distributed to satisfy Code Section 401(a)(9) and the
                 Regulations thereunder, but for the Tax Equity and Fiscal
                 Responsibility Act Section 242(b)(2) election. For calendar
                 years beginning after 1988, such distributions must meet the
                 minimum distribution incidental benefit requirements in
                 Regulations Section 1.401(a)(9)-2. Any changes in the
                 designation will be considered to be a revocation of the
                 designation. However, the mere substitution or addition of
                 another beneficiary (one not named in the designation) will not
                 be considered to be a revocation of the designation, so long as
                 such substitution or addition does not alter the period over
                 which distributions are to be made under the designation,
                 directly or indirectly (for example, by altering the relevant
                 measuring life). In the case in which an amount is transferred
                 or rolled over from one plan to another plan, the rules in Q&A
                 J-21 and Q&A J-3 of Regulations Section 1.401(a)(9)-1 shall
                 apply.

                                       40


                                   ARTICLE VII

                     JOINT AND SURVIVOR ANNUITY REQUIREMENTS

7.1      PRECEDENCE OVER CONFLICTING PROVISIONS
The provisions of this Article shall take precedence over any conflicting
provision in this Plan and shall apply to any Participant who is credited with
at least one (1) Hour of Service with the Employer on or after August 23, 1984,
and such other Participants as provided in paragraph 7.8. The terms of any
annuity contract purchased and distributed by the Plan to a Participant or
Spouse shall comply with the requirements of this Plan. Any annuity contract
distributed from the Plan must be nontransferable.

7.2      PAYMENT OF QUALIFIED JOINT AND SURVIVOR ANNUITY
Unless an optional form of benefit is selected pursuant to a Qualified Election
within the ninety (90) day period ending on the date benefit payments would
commence, a married Participant's Vested Accrued Benefit will be paid in the
form of a Qualified Joint and Survivor Annuity, and an unmarried Participant's
Vested Accrued Benefit will be paid in the form of an immediate Straight Life
Annuity, unless an optional form is elected. The Participant may elect to have
such annuity distributed upon attainment of the Earliest Retirement Age under
the Plan.

7.3      PAYMENT OF QUALIFIED PRE-RETIREMENT SURVIVOR ANNUITY
Unless an optional form of benefit has been selected within the Election Period
pursuant to a Qualified Election, the Participant's Surviving Spouse will
receive a benefit in accordance with paragraph (a) or (b) below as applicable.

         (a)     If a Participant dies after the Earliest Retirement Age, the
                 Participant's Surviving Spouse (if any) will receive the same
                 benefit that would be payable if the Participant had retired
                 with an immediate Qualified Joint and Survivor Annuity on the
                 day before the Participant's date of death.

                 The Surviving Spouse may elect to commence payment under such
                 annuity within a reasonable period after the Participant's
                 death. The actuarial value of benefits which commence later
                 than the date on which payments would have been made to the
                 Surviving Spouse under a Qualified Joint and Survivor Annuity
                 in accordance with this provision shall be adjusted to reflect
                 the delayed payment.

         (b)     If a Participant dies on or before the Earliest Retirement Age,
                 the Participant's Surviving Spouse (if any) will receive the
                 same benefit that would be payable if the Participant had:

                 (1)    separated from Service on the date of death,

                 (2)    survived to the Earliest Retirement Age,

                 (3)    retired with an immediate Qualified Joint and Survivor
                        Annuity at the Earliest Retirement Age, and

                 (4)    died on the day after the Earliest Retirement Age.

For purposes of (b) above and subject to the provisions of paragraph 6.5 of the
Plan, a Surviving Spouse will begin to receive payments at the Earliest
Retirement Age unless such Surviving Spouse elects a later date.

Benefits commencing after the Earliest Retirement Age will be the Actuarial
Equivalent of the benefit to which the Surviving Spouse would have been entitled
if benefits had commenced at the Earliest Retirement Age under an immediate
Qualified Joint and Survivor Annuity in accordance with (b) above.

For the purposes of this paragraph 7.3, the benefit payable to the Surviving
Spouse shall be attributable to Employee contributions in the same proportion as
the contribution is to the Accrued Benefit of the Participant.

7.4      QUALIFIED ELECTION
An election to either waive a Qualified Joint and Survivor Annuity or a
qualified pre-retirement survivor annuity. Any such election shall not be
effective unless:

         (a)     the Participant's Spouse consents in writing to the election;

                                       41


         (b)     the election designates a specific beneficiary, including any
                 class of beneficiaries or any contingent beneficiaries, which
                 may not be changed without spousal consent (or the Spouse
                 expressly permits designations by the Participant without any
                 further spousal consent);

         (c)     the Spouse's consent acknowledges the effect of the election;
                 and

         (d)     the Spouse's consent is witnessed by a Plan representative or
                 notary public.

Additionally, a Participant's waiver of the Qualified Joint and Survivor Annuity
shall not be effective unless the election designates a form of benefit payment
which may not be changed without spousal consent (or the Spouse expressly
permits designations by the Participant without any further spousal consent). If
it is established to the satisfaction of the Plan Administrator that there is no
Spouse or that the Spouse cannot be located, a waiver will be deemed a Qualified
Election. Any consent by a Spouse obtained under this provision (or
establishment that the consent of a Spouse may not be obtained) shall be
effective only with respect to such Spouse. A consent that permits designations
by the Participant without any requirement of further consent by such Spouse
must acknowledge that the Spouse has the right to limit consent to a specific
beneficiary, and a specific form of benefit where applicable, and that the
Spouse voluntarily elects to relinquish either or both of such rights. A
revocation of a prior waiver may be made by a Participant without the consent of
the Spouse at any time before the commencement of benefits. The number of
revocations shall not be limited. No consent obtained under this provision shall
be valid unless the Participant has received notice as provided in paragraphs
7.5 and 7.6 below.

A special election to waive the qualified pre-retirement survivor annuity is
available to a Participant who will not yet attain age thirty-five (35) as of
the end of any current Plan Year. This election will be valid for the period
beginning on the date of such election and ending on the first day of the Plan
Year in which the Participant will attain age thirty-five (35). Such election
will not be valid unless the Participant receives a written explanation of the
qualified pre-retirement survivor annuity as provided in paragraphs 7.5 and 7.6
below. Qualified pre-retirement survivor annuity coverage will be automatically
reinstated as of the first day of the Plan Year in which the Participant attains
age thirty-five (35). Any new waiver on or after such date shall be subject to
the full requirements of Article.

7.5      NOTICE REQUIREMENTS FOR QUALIFIED JOINT AND SURVIVOR ANNUITY
The Plan Administrator shall provide each Participant, no less than thirty (30)
days and no more than ninety (90) days prior to the Annuity Starting Date, a
written explanation of:

         (a)     the terms and conditions of a Qualified Joint and Survivor
                 Annuity;

         (b)     the Participant's right to make and the effect of an election
                 to waive the Qualified Joint and Survivor Annuity form of
                 benefit;

         (c)     the rights of a Participant's Spouse;

         (d)     the right to make, and the effect of, a revocation of a
                 previous election to waive the Qualified Joint and Survivor
                 Annuity; and

         (e)     the relative values of the various optional forms of benefits
                 under the Plan.

The Participant and the Participant's Spouse may consent to waiving the minimum
thirty (30) day notice period described above and may receive notice no less
than seven (7) days prior to the Annuity Starting Date, provided that:

         (f)     the Participant has been provided with information that clearly
                 indicates that the Participant has at least thirty (30) days to
                 consider whether to waive the Qualified Joint and Survivor
                 Annuity and has affirmatively elected (with spousal consent) to
                 a form of distribution other than a Qualified Joint and
                 Survivor Annuity;

         (g)     the Participant is permitted to revoke any affirmative
                 distribution election at least until the Annuity Starting Date
                 or, if later, at any time prior to the expiration of the seven
                 (7) day period that begins the day after the explanation of the
                 Qualified Joint and Survivor Annuity is provided to the
                 Participant; and

         (h)     the Annuity Starting Date is a date after the date that the
                 written explanation was provided to the Participant.

                                       42


7.6      NOTICE REQUIREMENTS FOR QUALIFIED PRE-RETIREMENT SURVIVOR ANNUITY
The Plan Administrator shall provide each Participant a written explanation of
the qualified pre-retirement survivor annuity in such terms and in such manner
as would be comparable to the explanation provided for meeting the requirements
of paragraph 7.5 applicable to a Qualified Joint and Survivor Annuity. Such
explanation shall be provided within the applicable period ending on the later
of:

         (a)     the period beginning with the first day of the Plan Year in
                 which the Participant attains age thirty-two (32) and ending
                 with the close of the Plan Year preceding the Plan Year in
                 which the Participant attains age thirty-five (35);

         (b)     a reasonable period ending after the individual becomes a
                 Participant;

         (c)     a reasonable period ending after this paragraph ceases to apply
                 to the Participant;

         (d)     a reasonable period ending after this Article first applies to
                 the Participant. Notwithstanding the foregoing, notice must be
                 provided within a reasonable period ending after separation
                 from Service in the case of a Participant who separates from
                 Service before attaining age thirty-five (35).

For purposes of applying the preceding paragraph, a reasonable period ending
after the enumerated events described in (b), (c) and (d) is the end of the two
(2) year period beginning one (1) year prior to the date the applicable event
occurs, and ending one (1) year after that date. In the case of a Participant
who separates from Service before the Plan Year in which age thirty-five (35) is
attained, notice shall be provided within the two (2) year period beginning one
(1) year prior to separation and ending one (1) year after separation. If such a
Participant thereafter returns to employment with the Employer, the applicable
period for such Participant shall be redetermined.

7.7      NO NOTICES FOR FULLY SUBSIDIZED PLANS
The respective notices prescribed by paragraphs 7.5 and 7.6 need not be given to
a Participant if the Plan "fully subsidizes" the costs of a Qualified Joint and
Survivor Annuity or qualified pre-retirement survivor annuity and the
Participant cannot elect another form of benefit or in the case of a married
Participant designate a non-spouse beneficiary. For purposes of this paragraph,
a Plan fully subsidizes the costs of a benefit if under the Plan no increase in
cost or decrease in benefits to the Participant may result from the
Participant's failure to elect another benefit. Prior to the time the Plan
allows the Participant to waive the qualified pre-retirement survivor annuity,
the Plan may not charge the Participant for the cost of such benefit by reducing
the Participant's benefits under the Plan or by any other method.

7.8      TRANSITIONAL JOINT AND SURVIVOR ANNUITY RULES
Special transition rules apply to Participants who are not receiving benefits on
August 23, 1984.

         (a)     Any living Participant not receiving benefits on August 23,
                 1984, who would otherwise not receive the benefits prescribed
                 by the previous paragraphs of this Article, must be given the
                 opportunity to elect to have the prior paragraphs of this
                 Article apply if such Participant is credited with at least one
                 (1) Hour of Service under this Plan or a predecessor Plan in a
                 Plan Year beginning on or after January 1, 1976 and such
                 Participant had at least ten (10) Years of Service for vesting
                 purposes when he or she separated from Service.

         (b)     Any living Participant not receiving benefits on August 23,
                 1984, who was credited with at least one (1) Hour of Service
                 under this Plan or a predecessor Plan on or after September 2,
                 1974, and who is not otherwise credited with any Service in a
                 Plan Year beginning on or after January 1, 1976, must be given
                 the opportunity to have his or her benefits paid in accordance
                 with paragraph 7.9.

         (c)     The respective opportunities to elect [as described in (a) and
                 (b) above] must be afforded to the appropriate Participants
                 during the period commencing on August 23, 1984 and ending on
                 the date benefits would otherwise commence to said
                 Participants.

7.9      AUTOMATIC JOINT AND SURVIVOR ANNUITY AND EARLY SURVIVOR ANNUITY
Any Participant who has elected pursuant to paragraph 7.8(b), and any
Participant who does not elect under paragraph 7.8(a) or who meets the
requirements of paragraph 7.8(a), except that such Participant does not have at
least ten (10) years of vesting Service when he or she separates from Service,
shall have his or her benefits distributed in accordance with all of the
following requirements if benefits would have been payable in the form of a
Straight Life Annuity.

                                       43


         (a)     Automatic Joint and Survivor Annuity. If benefits in the form
                 of a Straight Life Annuity become payable to a married
                 Participant who:

                 (1)    begins to receive payments under the Plan on or after
                        Normal Retirement Age; or

                 (2)    dies on or after Normal Retirement Age while still
                        working for the Employer; or

                 (3)    begins to receive payments on or after the Qualified
                        Early Retirement Age; or

                 (4)    separates from Service on or after attaining Normal
                        Retirement (or the Qualified Early Retirement Age) and
                        after satisfying the eligibility requirements for the
                        payment of benefits under the Plan and thereafter dies
                        before beginning to receive such benefits,

                 then such benefits will be received under this Plan in the form
                 of a Qualified Joint and Survivor Annuity, unless the
                 Participant has elected otherwise during the Election Period.
                 The Election Period must begin at least six (6) months before
                 the Participant attains Qualified Early Retirement Age and end
                 not more than ninety (90) days before the commencement of
                 benefits. Any election hereunder will be in writing and may be
                 changed by the Participant at any time.

         (b)     Election of Early Survivor Annuity. A Participant who is
                 employed after attaining the Qualified Early Retirement Age
                 will be given the opportunity to elect, during the Election
                 Period, to have a survivor annuity payable on death. If the
                 Participant elects the survivor annuity, payments under such
                 annuity must not be less than the payments which would have
                 been made to the Spouse under the Qualified Joint and Survivor
                 Annuity if the Participant had retired on the day before his or
                 her death. Any election under this provision will be in writing
                 and may be changed by the Participant at any time. The Election
                 Period begins on the later of:

                 (1)    the 90th day before the Participant attains the
                        Qualified Early Retirement Age, or

                 (2)    the date on which participation begins,

                 and ends on the date the Participant terminates employment.

7.10     ANNUITY CONTRACTS
Any annuity contract distributed under this Plan must be nontransferable. The
terms of any annuity contract purchased and distributed by the Plan to a
Participant or Spouse shall comply with the requirements of this Plan.

                                       44


                                  ARTICLE VIII

                                     VESTING

8.1      EMPLOYER PAID BENEFITS
A Participant shall acquire a vested and nonforfeitable interest in his or her
Accrued Benefit attributable to Employer contributions in accordance with the
table selected in Section IX(B) of the Adoption Agreement, provided that if a
Participant is not already fully vested, he or she shall become so upon
attaining Normal Retirement Age, attaining Early Retirement Age if such age is
specified in Section X(A) of the Adoption Agreement, on retirement due to
Disability if Disability benefits are provided for in Section X(B) of the
Adoption Agreement, or on termination of the Plan.

8.2      COMPUTATION PERIOD
The computation period for purposes of determining Years of Service and Breaks
in Service for purposes of computing a Participant's nonforfeitable right to his
or her Accrued Benefit derived from Employer contributions shall be determined
by the Employer in Section IX(A) of the Adoption Agreement. In the event a
former Participant with no vested interest in his or her Accrued Benefit from
Employer contributions requalifies for participation in the Plan after incurring
a Break in Service, such Participant shall be credited for vesting with all
pre-break and post-break Service.

8.3      REQUALIFICATION AFTER A BREAK IN SERVICE
If a former Participant becomes qualified for membership hereunder after a Break
in Service, such Participant shall receive full credit for each year of prior
Service in determining such Participant's total Years of Service for purposes of
vesting and benefit accruals. However, no Participant shall be entitled to
receive a benefit by application of this paragraph which would exceed the
benefit such Participant would have received had employment been continuous.

8.4      CALCULATING VESTED INTEREST
A Participant's vested and nonforfeitable benefit shall be calculated by
multiplying his or her Accrued Benefit attributable to Employer contributions
determined as of his or her termination date by the decimal equivalent of the
vested percentage determined as of the same date.

8.5      COMMENCEMENT OF BENEFITS
The vested and nonforfeitable benefit payable to a terminated Participant shall
commence to be paid on the earlier of the date on which the Participant attains
his or her Early Retirement Date (provided that such Participant has completed
the Service requirement for Early Retirement as of his or her termination date)
or on his or her Normal Retirement Age. If such benefit is payable on Early
Retirement, such benefit shall be the Actuarial Equivalent of the benefit
payable at Normal Retirement Age. Notwithstanding the foregoing, the Employer
may as part of its established administrative policies, in accordance with
paragraph 5.7 and Section XVII of the Adoption Agreement, pay such Participant's
Vested Accrued Benefit in a lump sum provided that the Present Value of such
benefit is less than $5,000. The Employer may also as provided in paragraphs 5.7
and 6.5 and Section XVII of the Adoption Agreement pay out amounts in excess of
$5,000, provided the Participant so requests and the Spouse, if any, consents.
If a terminated Participant who has received a lump sum payment under this
paragraph is re-employed and qualifies for participation in the Plan, the
Employer shall disregard the Participant's prior Service for purposes of future
benefit accruals unless the Participant has repaid the distribution in
accordance with the provisions of paragraph 5.7. The prior Service will be
considered for purposes of vesting with respect to future benefit accruals,
regardless of whether there has been a repayment.

8.6      FORFEITURES
Any Accrued Benefit of a Participant who has separated from Service to which he
or she is not entitled under the foregoing provisions, shall be forfeited. Such
forfeiture shall take place in the Plan Year which follows the date the
Participant is paid out, or if earlier when the Participant has incurred five
(5) consecutive one (1) year Breaks in Service. Any forfeiture of benefits shall
be used to reduce the Employer's contribution.

8.7      UNCLAIMED BENEFITS
In the event that Participants or beneficiaries cannot be located, the following
actions will be taken:

         (a)     The Plan Administrator shall notify Participants or
                 beneficiaries by certified or registered mail to his or her
                 last known address of record with the Employer when their
                 benefits become distributable. If a Participant does not
                 respond to the notice within ninety (90) days of the date of
                 the notice, the Plan Administrator may take reasonable steps to
                 locate the Participant including, but not limited to,
                 requesting assistance from the Employer, Employees, Social
                 Security Administration, the Pension Benefit Guaranty
                 Corporation, and/or the Internal Revenue Service.

                                       45


         (b)     If the Participant cannot be located after a period of twelve
                 (12) months, or such other period determined in a uniform and
                 nondiscriminatory manner by the Plan Administrator, the Plan
                 Administrator shall treat the benefit as a forfeiture pursuant
                 to paragraph 8.6.

         (c)     If a Participant or Beneficiary later makes a claim for such
                 benefit, the Plan Administrator shall validate such claim and
                 provide the Participant or beneficiary with all notices and
                 other information necessary for the Participant or beneficiary
                 to perfect the claim. If the Plan Administrator validates the
                 claim for benefits, the Participant's account balance shall be
                 restored to the benefit amount treated as forfeiture. The funds
                 necessary to restore the Participant's account will first be
                 taken from amounts eligible for reallocation or other
                 disposition as forfeitures with respect to the Plan Year. If
                 such funds do not exist or if such funds are insufficient, the
                 Employer will make a contribution prior to the date on which
                 the benefit is payable to restore such Participant's account.
                 Such benefit shall be paid or commence to be paid in the same
                 manner as if the benefit was eligible for distribution on the
                 date the claim for benefit is validated.

         (d)     The Plan Administrator shall follow the same procedure in
                 locating and subsequently treating as a forfeiture the benefit
                 of a Participant whose benefit has been properly paid under
                 Plan terms but where the Participant or Beneficiary has not
                 negotiated the benefit check(s).

         (e)     The Plan Administrator may use any reasonable procedure to
                 dispose of distributable Plan assets including but not limited
                 to any of the following: (i) establishing an IRA in the name of
                 the Participant or Beneficiary with any institution, (ii)
                 purchasing an annuity contract in the name of the Participant
                 or Beneficiary with the assets attributable to them in the
                 Trust, or (iii) establishing a bank account for and in the name
                 of the Participant or Beneficiary. This provision will only be
                 operative when the Plan is terminated.

         (f)     Notwithstanding the foregoing, the Plan Administrator in his
                 discretion may establish alternative procedures for locating
                 and administering the benefits of missing Plan Participants.

8.8      AMENDMENT OF VESTING SCHEDULE
No amendment of the vesting schedule in the Adoption Agreement shall directly or
indirectly deprive a Participant of his or her nonforfeitable rights to benefits
accrued to the date of the amendment. Further, if the vesting schedule of the
Plan is amended, or the Plan is amended in any way that directly or indirectly
affects the computation of any Participant's nonforfeitable benefit, (including
a change to or from a Top-Heavy vesting schedule), each Participant with at
least three (3) Years of Service with the Employer may elect, within a
reasonable period after the adoption of the amendment, to have his or her
nonforfeitable benefit computed under the Plan without regard to such amendment.
For Participants who do not have at least one (1) Hour of Service in any Plan
Year beginning after 1988, the preceding sentence shall be applied by
substituting "five (5) Years of Service" for "three (3) Years of Service" where
such language appears. The period during which the election may be made shall
commence with the date the amendment is adopted and shall end on the later of:

         (a)     sixty (60) days after the amendment is adopted;

         (b)     sixty (60) days after the amendment becomes effective; or

         (c)     sixty (60) days after the Participant is issued written notice
                 of the amendment by the Employer or the Trustee.

8.9      AMENDMENTS AFFECTING VESTED AND/OR ACCRUED BENEFITS
No amendment to the Plan (including a change in the actuarial basis for
determining optional or Early Retirement benefits) shall be effective to the
extent that it has the effect of decreasing a Participant's Accrued Benefit.
Notwithstanding the preceding sentence, a Participant's Accrued Benefit may be
reduced to the extent permitted under Code Section 412(c)(8). For purposes of
this paragraph, a Plan amendment which has the effect of (a) eliminating or
reducing an Early Retirement benefit or a retirement-type subsidy, or (b)
eliminating an optional form of benefit, with respect to benefits attributable
to Service before the amendment, shall be treated as reducing Accrued Benefits.
In the case of a retirement-type subsidy, the preceding sentence shall apply
only with respect to a Participant who satisfies (either before or after the
amendment) the pre-amendment conditions for the subsidy. In general, a
retirement-type subsidy is a subsidy that continues after retirement, but does
not include a qualified disability benefit, a medical benefit, a social security
supplement, or a death benefit (including life insurance). Furthermore, if the
vesting schedule of a Plan is amended, in the case of an Employee who is a
Participant as of the later of the date such amendment is adopted or the date it
becomes effective, the nonforfeitable percentage (determined as of such date) of
such Employee's Employer-

                                       46


derived Accrued Benefit will not be less than the percentage computed under the
Plan without regard to such amendment.

8.10     SERVICE WITH CONTROLLED GROUPS
All Years of Service with other members of a controlled group of corporations
[as defined in Code Section 414(b)], trades or businesses under common control
[as defined in Code Section 414(c)], or members of an affiliated service group
[as defined in Code Section 414(m)] shall be considered for purposes of
determining a Participant's nonforfeitable benefit.

8.11     COMPLIANCE WITH UNIFORMED SERVICE EMPLOYMENT AND REEMPLOYMENT RIGHTS
ACT OF 1994
Notwithstanding any provision of this Plan to the contrary, Years of vesting
Service will be credited to Participants with respect to periods of qualified
military service as provided in Code Section 414(u).

                                       47


                                   ARTICLE IX

                             LIMITATIONS ON BENEFITS

9.1      PARTICIPATION IN THIS PLAN
This Article applies regardless of whether any Participant is or has ever been a
participant in another qualified plan maintained by the adopting Employer. For
Limitation Years beginning before January 1, 2000, if any Participant is or has
ever been a participant in another qualified plan maintained by the Employer or
a Welfare Benefit Fund, as defined in paragraph 1.104, under which amounts
attributable to post-retirement medical benefits are allocated to separate
accounts of Key Employees, or an individual medical account as defined at Code
Section 415(l)(2), or a Simplified Employee Pension Plan which provides an
Annual Addition as defined in paragraph 1.5, paragraph 9.2 is also applicable to
that Participant's benefits.

         (a)     The Annual Benefit otherwise payable to a Participant at any
                 time will not exceed the Maximum Permissible Amount as defined
                 at paragraph 1.54. The limitations of this paragraph may be
                 applied to the Participant's Projected Benefit, Accrued Benefit
                 or the actual benefit payable after converting to the desired
                 optional form of benefit. If the benefit the Participant would
                 otherwise accrue in a Limitation Year would produce an Annual
                 Benefit in excess of the Maximum Permissible Amount, the
                 benefit must be limited (or the rate of accrual reduced) so
                 that the Annual Benefit will equal the Maximum Permissible
                 Amount.

         (b)     If a Participant makes Voluntary Contributions, or mandatory
                 employee contributions as defined Code Section 411(c)(2)(C),
                 under the terms of this Plan, the amount of such contributions
                 is treated as an Annual Addition to a qualified Defined
                 Contribution Plan, for purposes of paragraphs 9.1(a) and 9.2(b)
                 of this Article.

9.2      PARTICIPATION IN THIS PLAN AND ANOTHER EMPLOYER PLAN
For Limitation Years beginning before January 1, 2000, this paragraph applies if
any Participant is covered, or has ever been covered, by another plan maintained
by the Employer including a qualified plan or a Welfare Benefit Fund as defined
in paragraph 1.104, under which amounts attributable to post-retirement medical
benefits are allocated to separate accounts of Key Employees, an individual
medical account as defined in Code Section 415(l)(2), or a Simplified Employee
Pension Plan which provides an Annual Addition as defined in paragraph 1.5.

         (a)     If a Participant is or has ever been covered under more than
                 one Defined Benefit Plan maintained by the Employer, the sum of
                 the Participant's Annual Benefits from all such plans may not
                 exceed the Maximum Permissible Amount. Unless specified
                 otherwise in the Adoption Agreement, it is assumed that this
                 Plan is the only Plan accruing benefits on behalf of any
                 Participant and that any reductions in accruals to satisfy Code
                 Section 415(b) will be made to this Plan. Alternatively, the
                 Employer will choose in Section VIII of the Adoption Agreement
                 the method by which the combined plans will meet this
                 limitation.

         (b)     For Limitation Years beginning before January 1, 2000, if the
                 Employer maintains or at any time maintained one or more
                 qualified Defined Contribution Plans covering any Participant
                 in this Plan, a Welfare Benefit Fund as defined in paragraph
                 1.104, under which amounts attributable to post-retirement
                 medical benefits are allocated to separate accounts of Key
                 Employees, an individual medical account plan as defined in
                 Code Section 415(l)(2), or a Simplified Employee Pension Plan
                 the sum of the Participant's Defined Contribution Fraction and
                 Defined Benefit Fraction will not exceed 1.0 in any Limitation
                 Year, and the Annual Benefit otherwise payable to the
                 Participant under this Plan will be limited in accordance with
                 Section VIII of the Adoption Agreement.

         Unless, a different group of Employees is elected in the Adoption
                 Agreement, benefit increases resulting from the repeal of Code
                 Section 415(e) will be provided to all current and former
                 Participants [with benefits limited by Code Section 415(e)] who
                 have an Accrued benefit under the Plan immediately before the
                 first day of the first Limitation Year beginning in 2000.

         (c)     In the case of an individual who was a Participant in one or
                 more Defined Benefit Plans of the Employer as of the first day
                 of the first Limitation Year beginning after December 31, 1986,
                 the application of the limitations of this Article shall not
                 cause the Maximum Permissible Amount for such individual under
                 all such Defined Benefit Plans to be less than the individual's
                 TRA '86 Accrued

                                       48


                 Benefit. The preceding sentence applies only if all such
                 Defined Benefit Plans meet the requirements of Code Section 415
                 for all Limitation Years beginning before January 1, 1987.

         (d)     In the case of an individual who was a Participant in one or
                 more Defined Benefit Plans of the Employer as of the first day
                 of the first Limitation Year beginning after December 31, 1994,
                 the application of the limitations of this Article shall not
                 cause the Maximum Permissible Amount for such individual under
                 all such Defined Benefit Plans to be less than the individual's
                 Retirement Protection Act of 1994 (RPA '94) Old Law Benefit.
                 The preceding sentence applies only if such Defined Benefit
                 Plans met the requirements of Code Section 415 on December 7,
                 1994.

9.3      LIMITATIONS ON BENEFITS
In any Plan Year in which the Top-Heavy Ratio exceeds 90% (i.e., the Plan
becomes Super Top-Heavy), the denominators of the Defined Benefit Fraction (as
defined in paragraph 1.20) and Defined Contribution Fraction (as defined in
paragraph 1.22) shall be computed using 100% of the dollar limitation instead of
125%. In this case, additional Top-Heavy minimum benefits may not be provided.

                                       49


                                    ARTICLE X

                                 ADMINISTRATION

10.1     PLAN ADMINISTRATOR
Unless otherwise provided in a separate Trust agreement, the Plan shall be
administered by the Plan Administrator who shall have the authority to enforce
the Plan on behalf of any persons having or claiming any interest under the Plan
and who shall be responsible for the operation of the Plan in accordance with
its terms. The Plan Administrator shall be the "named fiduciary" for purposes of
ERISA Section 402(a)(2) with the sole authority to control and manage the
operation and administration of the Plan, and will be responsible for complying
with the reporting and disclosure requirements of Part 1 of Subtitle B of Title
I of ERISA and agent for service of legal process with respect to the Plan. The
Plan Administrator shall determine by rules of uniform application all questions
arising out of the administration, interpretation and application of the Plan
which determination(s) shall be conclusive and binding on all parties. The
Employer will serve as Plan Administrator unless an individual or other entity
(excluding the Trustee or Custodian, unless they are the Employer sponsoring the
Plan) is named to serve in such capacity. The Plan Administrator may appoint or
allocate the duties of the Plan Administrator among several individuals or
entities. The Plan Administrator's duties shall include:

         (a)     appointing the Plan's attorney, accountant, Service Provider,
                 actuary, Trustee, Custodian, investment manager, or any other
                 party needed to administer the Plan;

         (b)     directing the appropriate party with respect to payments from
                 the Trust;

         (c)     communicating with Employees regarding their participation and
                 benefits under the Plan, including the administration of all
                 claims procedures;

         (d)     maintaining all necessary records for the administration of the
                 Plan, antidiscrimination testing, and filing any returns and
                 reports with the Internal Revenue Service, Department of Labor,
                 or any other governmental agency;

         (e)     reviewing and approving any financial reports, investment
                 reviews, or other reports prepared by any party appointed by
                 the Employer under paragraph (a);

         (f)     establishing a funding policy and investment objectives
                 consistent with the purposes of the Plan and ERISA;

         (g)     construing and resolving any question of Plan interpretation
                 and questions of fact. The Plan Administrator's interpretation
                 of Plan provisions and resolution of questions of facts
                 including eligibility and amount of benefits under the Plan is
                 final and unless it can be shown to be arbitrary and
                 capricious, will not be subject to "de novo" review;

         (h)     monitoring the activities of the Trustee and the performance
                 of, and making changes when necessary to, the portfolio of the
                 Plan;

         (i)     obtaining a legal determination of the qualified status of all
                 domestic relations orders and complying with the requirements
                 of the law with regard thereto;

         (j)     administering the loan program including ensuring that any and
                 all loans made by the Plan are in compliance with the
                 requirements of the Internal Revenue Code and the Regulations
                 issued thereunder, and the Regulations issued by the Department
                 of Labor;

         (k)     determining from the records of the Employer, the Compensation,
                 Service, records, status, and the other facts regarding
                 Participants and Employees;

         (l)     to the extent provided in the Adoption Agreement, directing the
                 Trustee or Custodian with respect to the investments, in the
                 Plan Administrator's capacity as named fiduciary; and
         (m)     the right to employ others, including legal counsel who may,
                 but need not, be counsel to the Employer, to render advice
                 regarding any questions which may arise with respect to its
                 rights, duties and responsibilities under the Plan, and may
                 rely upon the opinions or certificates of any such person.

                                       50


10.2     PERSONS SERVING AS PLAN ADMINISTRATOR
Unless otherwise provided in a separate Trust agreement, if the Employer is no
longer in existence, and the Plan or the Employer does not specify the person to
take an action or otherwise serve in the place of the Employer in connection
with the operation of the Plan, the Plan Administrator shall so act or serve,
but if there is no person serving as Plan Administrator, then a successor shall
be designated in writing by a majority of Participants whose accounts under the
Plan have not yet been fully distributed at such time. A majority of the legally
competent Beneficiaries of a deceased Participant then entitled to receive
benefits may exercise the deceased Participant's rights to participate in that
designation and shall be considered for that purpose to be one Participant, in
the Participant's place.

10.3     ACTION BY EMPLOYER
Action by the Employer under the Plan shall be carried out by the sole
proprietor, if the Employer is a sole proprietorship, by a general partner of
the Employer, if the Employer is a partnership, or by the board of directors or
a duly authorized officer of the Employer, if the Employer is a corporation. If
the Employer is no longer in existence, and the Plan does not specify the person
to take an action, or otherwise serve in the place of the Employer, in
connection with the operation of the Plan, the Plan Administrator shall so act
or serve, but if there is no person serving as Plan Administrator, such action
shall be taken by a person selected following the approach referred to in
paragraph 10.2. The Trustee/Custodian shall have, and assume, no responsibility
for inquiring into the authority of any person purporting to act on behalf of an
Employer.

10.4     RESPONSIBILITIES OF THE PARTIES
Unless otherwise provided in a separate Trust agreement:

         (a)     The Employer and the Plan Administrator shall cooperate with
                 each other in all respects, including the provision to each
                 other of records and other information relating to the Plan, as
                 may be necessary or appropriate for the proper operation of the
                 Plan or as may be required under the Code or ERISA.

         (b)     The Plan Administrator may delegate in writing all or any part
                 of the Plan Administrator's responsibilities under the Plan to
                 agents or others by written agreement communicated to the
                 delegate and to the Employer or, if the Employer is no longer
                 in existence, to such person or persons selected following the
                 approach in paragraph 10.2 and, in the same manner, may revoke
                 any such delegation of responsibility. Any action of a delegate
                 in the exercise of such delegated responsibilities shall have
                 the same force and effect for all purposes as if such action
                 had been taken by the Plan Administrator. The delegate shall
                 have the right, in such person's sole discretion, by written
                 instrument delivered to the Plan Administrator, to reject and
                 refuse to exercise any such delegated authority. The
                 Trustee/Custodian need not act on instructions of such a
                 delegate despite any knowledge of such delegation, but may
                 require the Plan Administrator to give the Trustee/Custodian
                 all instructions necessary under the Plan.

10.5     ALLOCATION OF INVESTMENT RESPONSIBILITY
Unless otherwise provided in a separate Trust agreement, responsibility with
respect to the investment of the Trust shall as elected in the Adoption
Agreement. The amounts allocated to Participants' accounts shall be invested by
the Trustee or Custodian pursuant to the elections in the Adoption Agreement,
Articles X and XI as applicable, and in accordance with investment directions
from authorized parties as provided hereunder.

10.6     APPOINTMENT OF INVESTMENT MANAGER
Unless otherwise provided in a separate Trust agreement, the appointment of an
investment manager shall be made in accordance with this Article. If an
investment manager is appointed, such entity or individual must be registered as
an investment manager under the Investment Advisors Act of 1940 or under
applicable state law, meet the requirements of ERISA Section 3(38) or be a bank
as defined in said Act or an insurance company qualified under the laws of more
than one state to perform investment management services. An investment manager
shall acknowledge in writing its appointment and fiduciary status hereunder and
shall agree to comply with all applicable provisions of this document. The
investment manager shall have the investment powers granted the Trustee in
paragraph 11.8 except to the extent the investment manager's powers are limited
by the investment management agreement. A copy of the investment management
agreement (and any modifications or termination thereof) must be provided to the
Trustee or Custodian. Written notice of each appointment of an investment
manager shall be given to the Trustee or Custodian in advance of the effective
date of the appointment. Such notice or agreement shall specify what portion of
the Trust Fund will be subject to the investment manager's discretion.

10.7     PARTICIPANT LOANS

                                       51


Unless otherwise provided in a separate Trust agreement, if permitted by the
Employer in the Adoption Agreement, a Plan Participant and Beneficiaries who are
parties-in-interest as defined in ERISA Section 3(14) may make application to
the Plan Administrator requesting a loan from the Plan. The Plan Administrator
shall have the sole right to approve or deny a Participant's application
provided that loans shall be made available to all Participants on a reasonably
equivalent basis. Loans shall not be made available to Highly Compensated
Employees in an amount greater than the amount made available to other
Participants. Any loan granted under the Plan shall be made in accordance with
the terms of a written loan policy adopted by the Employer which is hereby
incorporated by reference and made a part of this Basic Plan Document #02. The
loan policy may be amended in writing from time to time without the necessity of
amending this paragraph and shall be subject to the following rules to the
extent such rules are not inconsistent with such loan policy and do not violate
the provisions of Code Sections 72(p) and 4975.

         (a)     No loan, when aggregated with any outstanding loan(s) to the
                 Participant, shall exceed the lesser of (i) $50,000 reduced by
                 the excess, if any, of the Participant's highest outstanding
                 balance of all loans on any day during the one (1) year period
                 ending on the day before the loan is made, over the outstanding
                 balance of loans from the Plan on the date the Participant's
                 loan is made or (ii) one-half of the Present Value of the
                 Participant's Vested Accrued Benefit consisting of
                 contributions as specified in the loan policy. An election may
                 be made in the loan policy, that if the Participant's Vested
                 Accrued Benefit is $20,000 or less, the maximum loan shall not
                 exceed the lesser of $10,000 or 100% of the Participant's
                 Vested Accrued Benefit. For the purpose of the above
                 limitation, all loans from all plans of the Employer and other
                 members of a group of employers described in Code Sections
                 414(b), 414(c), and 414(m) are aggregated. An assignment or
                 pledge of any portion of the Participant's interest in the Plan
                 and a loan, pledge, or assignment with respect to any insurance
                 contract purchased under the Plan, will be treated as a loan
                 under this paragraph.

         (b)     All applications must be in accordance with procedures adopted
                 by the Plan Administrator.

         (c)     Any loan shall bear interest at a rate reasonable at the time
                 of application, considering the purpose of the loan and the
                 rate being charged by representative commercial banks in the
                 local area for a similar loan unless the Plan Administrator
                 sets forth a different method for determining loan interest
                 rates in its written loan procedures. The loan agreement shall
                 also provide that the payment of principal and interest be
                 amortized in level payments not less frequently than quarterly.

         (d)     The term of such loan shall not exceed a period of five (5)
                 years except in the case of a loan for the purpose of acquiring
                 any house, apartment, condominium, or mobile home that is used
                 or is to be used within a reasonable time as the principal
                 residence of the Participant. The Plan Administrator in
                 accordance with the Plan's loan policy shall determine the term
                 of such loan.

         (e)     The principal and interest paid by a Participant on his or her
                 loan shall be credited to the Plan in the same manner as for
                 any other Plan investment. Unless otherwise provided in the
                 loan policy, loans will be treated as segregated investments of
                 the individual Participant on whose behalf the loan was made.
                 This provision is not available if its election will result in
                 discrimination in the operation of the Plan.

         (f)     If the Plan Administrator approves a Participant's loan
                 request, it shall be evidenced by a note, loan agreement, and
                 assignment of up to 50% of his or her interest in the Trust as
                 collateral for the loan. The Participant must obtain the
                 consent of his or her Spouse, if any, within the ninety (90)
                 day period before the time his or her accrued benefit is used
                 as security for the loan. A new consent is required if the
                 accrued benefit is used for any renegotiation, extension,
                 renewal or other revision of the loan, including an increase in
                 the loan amount. The consent must be written, must acknowledge
                 the effect of the loan, and must be witnessed by a Plan
                 representative or notary public. Such consent shall
                 subsequently be binding with respect to the consenting Spouse
                 or any subsequent Spouse.

         (g)     If a valid Spousal consent has been obtained in accordance with
                 (f), then, notwithstanding any other provision of this Plan,
                 the portion of the Participant's Vested Accrued Benefit used as
                 a security interest held by the Plan by reason of a loan
                 outstanding to the Participant shall be taken into account for
                 purposes of determining the amount of the accrued benefit
                 payable at the time of death or distribution, but only if the
                 reduction is used as repayment of the loan. If less than 100%
                 of the Participant's Vested Accrued Benefit (determined without
                 regard to the preceding sentence) is payable to the surviving
                 Spouse, then the accrued benefit shall be adjusted by first
                 reducing the Vested

                                       52


                 Accrued Benefit by the amount of the security used as repayment
                 of the loan, and then determining the benefit payable to the
                 surviving Spouse.

         (h)     Any loan made hereunder shall be subject to the provisions of a
                 loan agreement, promissory note, security agreement, payroll
                 withholding authorization and, if applicable, financial
                 disclosure. Such documentation may contain additional loan
                 terms and conditions not specifically itemized in this section
                 provided that such terms and conditions do not conflict with
                 this section. Such additional terms and conditions may include,
                 but are not limited to, procedures regarding default, a grace
                 period for missed payments, and acceleration of a loan's
                 maturity date on specific events such as termination of
                 employment.

         (i)     No loans will be made to Owner-Employees or Shareholder
                 Employees.

         (j)     Liquidation of a Participant's assets for the purpose of the
                 loan will be allocated on a pro-rata basis across all the
                 investment alternatives in a Participant's account, unless
                 otherwise specified by the Participant, Plan Administrator, or
                 the Plan's loan policy.

         (k)     If a request for a loan is approved by the Plan Administrator,
                 funds shall be withdrawn from the recordkeeping subaccounts
                 specified by the Participant or in the absence of such a
                 specification, from the recordkeeping subaccounts in the order
                 specified in the loan policy.

         (l)     If a Plan permits loans to Participants, the Trustee/Custodian
                 may appoint the Employer as its agent, and if the Employer
                 accepts such appointment, agree to hold all notes and other
                 evidence of any loans made to Participants. If provided in the
                 loan policy, the Plan Administrator may also require additional
                 collateral in order to adequately secure the loan. The Employer
                 shall hold such notes and evidence under such conditions of
                 safekeeping as is prudent and as required by ERISA. The
                 Trustee/Custodian may account for all loans in the aggregate so
                 that all Participant loans will be shown collectively as a
                 single asset of the Plan.

         (m)     Unless otherwise elected in the Adoption Agreement, loan
                 payments will be suspended under this Plan as permitted under
                 Code Section 414(u).

10.8     INSURANCE POLICIES
If permitted by the Employer in the Adoption Agreement, the Employer may direct
the Trustee to purchase life insurance policies for Participants under the Plan.
Any insurance policies so purchased shall be held subject to the following
rules:

         (a)     The face amount of any policy purchased hereunder shall be
                 determined by the Employer on a uniform basis for all
                 Participants but shall not exceed 100 times the projected Basic
                 Normal Retirement Benefit expressed as a monthly amount.
                 Alternatively, if insurance is purchased based on the
                 Theoretical ILP Reserve, the amount of insurance purchased may
                 not exceed sixty-six percent (66%) of the Theoretical
                 Contribution for whole life and thirty-three percent (33%) for
                 term and/or universal life. Additional policies shall be
                 purchased as of the first day of any Plan Year with respect to
                 benefit increases in order to maintain the proper ratio between
                 the death benefit and the Basic Normal Retirement Benefit.
                 However, no new policy shall be issued unless the Basic Normal
                 Retirement Benefit expressed as a monthly amount increases by
                 $10 or more.

         (b)     The Trustee shall be applicant and owner of any policies issued
                 hereunder.

         (c)     All policies or contracts purchased hereunder shall be endorsed
                 as nontransferable, and must provide that proceeds will be
                 payable to the Trustee; however, the Trustee shall be required
                 to pay over the appropriate portion of the proceeds of the
                 contracts to the Participant's Designated Beneficiary in
                 accordance with the distribution provisions of this Plan.

         (d)     Each Participant shall be entitled to designate a beneficiary
                 under the terms of any contract issued; however, such
                 designation will be given to the Trustee which must be the
                 named beneficiary on any policy. Such designation shall remain
                 in force until revoked by the Participant by filing a new
                 beneficiary form with the Trustee. A Participant's Spouse will
                 be the Designated Beneficiary of the proceeds in all
                 circumstances unless a Qualified Election has been made in
                 accordance with paragraph

                                       53


                 7.4. On death, the beneficiary of a deceased Participant shall
                 receive the benefit provided in Section X of the Adoption
                 Agreement.

         (e)     The beneficiary of a Participant who is uninsurable shall be
                 entitled to receive the Actuarial Equivalent of the
                 Participant's Accrued Benefit in the event of the Participant's
                 death.

         (f)     Any payments by the insurer on account of credits, such as
                 dividends, experience rating credits, or surrender or
                 cancellation credits, shall be applied within the taxable year
                 of the Employer in which received or within the next succeeding
                 taxable year toward the next premiums due before any further
                 Employer contributions are so applied.

         (g)     If Employer contributions are inadequate to pay all premiums on
                 insurance policies, the Trustee may, at the direction of the
                 Employer, utilize other amounts remaining in the Fund to pay
                 the premiums, allow the policies to lapse, reduce the policies
                 to a level at which they may be maintained, or borrow against
                 the policies on a prorated basis, provided that the borrowing
                 does not discriminate in favor of the policies on the lives of
                 officers, shareholders, and Highly Compensated Employees.

         (h)     On retirement or termination of employment of a Participant, or
                 upon the elimination of the insurance provisions stated in this
                 paragraph, the Employer shall direct the Trustee to cash
                 surrender the Participant's policy and credit the proceeds to
                 the Fund. However, before so doing, the Trustee shall first
                 offer to transfer ownership of the policy to the Participant in
                 exchange for payment by the Participant of the cash value of
                 the policy at the time of transfer. Such payment shall be
                 credited to the Fund. All distributions resulting from the
                 application of this paragraph shall be subject to the Joint and
                 Survivor Annuity Requirements of Article VII.

         (i)     The Plan Administrator shall be solely responsible to see that
                 these insurance provisions are administered properly and that
                 if there is any conflict between the terms of this Plan and the
                 terms of any insurance contracts held hereunder, the Plan
                 provisions shall control.

10.9     DETERMINATION OF QUALIFIED DOMESTIC RELATIONS ORDER (QDRO OR ORDER)
Unless otherwise provided in a separate Trust agreement, a domestic relations
order shall specifically state all of the following in order to be deemed a
Qualified Domestic Relations Order ("QDRO"):

         (a)     The name and last known mailing address (if any) of the
                 Participant and of each alternate payee covered by the QDRO.
                 However, if the QDRO does not specify the current mailing
                 address of the alternate payee, but the Plan Administrator has
                 independent knowledge of that address, the QDRO will still be
                 valid.

         (b)     The dollar amount or percentage of the Participant's benefit to
                 be paid by the Plan to each alternate payee, or the manner in
                 which the amount or percentage will be determined.

         (c)     The number of payments or period for which the order applies.

         (d)     The specific Plan (by name) to which the domestic relations
                 order applies.

The domestic relations order shall not be deemed a QDRO if it requires the Plan
to provide:

         (e)     any type or form of benefit or any option not already provided
                 for in the Plan;

         (f)     increased benefits or benefits in excess of the Participant's
                 vested rights;

         (g)     payment of a benefit earlier than allowed by the Plan's
                 earliest retirement provisions; or

         (h)     payment of benefits to an alternate payee which are required to
                 be paid to another alternate payee under another QDRO.

Upon receipt of a domestic relations order ("Order") which may or may not be
"qualified", the Plan Administrator shall notify the Participant and any
alternate payee(s) named in the Order of such receipt, and forward either a copy
of this paragraph or other written QDRO policies and procedures. The Plan
Administrator shall establish written procedures to establish the qualified
status of a domestic relations order, which may include forwarding the Order to
the Plan's legal

                                       54


counsel for an opinion as to whether or not the Order is in fact "qualified" as
defined in Code Section 414(p). Within a reasonable time after receipt of the
Order, not to exceed sixty (60) days, the Plan Administrator shall make a
determination as to its "qualified" status and the Participant and any alternate
payee(s) shall be promptly notified in writing of the determination.

If the "qualified" status of the Order is in question, there will be a delay in
any payout to any payee including the Participant, until the status is resolved.
In such event, the Plan Administrator shall segregate the amount that would have
been payable to the alternate payee(s) if the Order had been deemed a QDRO. If
the Order is not qualified or the status is not resolved (for example, it has
been sent back to the court for clarification or modification) within eighteen
(18) months beginning with the date the first payment would have to be made
under the Order, the Plan Administrator shall pay the segregated amounts plus
interest to the person(s) who would have been entitled to the benefits had there
been no Order. If a determination as to the qualified status of the Order is
made after the eighteen (18) month period described above, then the Order shall
only be applied on a prospective basis. If the Order is determined to be a QDRO,
the Participant and alternate payee(s) shall again be notified promptly after
such determination. Once an Order is deemed a QDRO, the Plan Administrator shall
pay to the alternate payee(s) all the amounts due under the QDRO, including
segregated amounts plus earnings, if any, which may have accrued during a
dispute as to the Order's qualification.

Unless specified otherwise in the Adoption Agreement or in a separate Trust
agreement, the QDRO retirement age with regard to the Participant against whom
the order is entered shall be the date the order is determined to be qualified.
These provisions will only allow distributions to the alternate payee(s) and not
the Participant.

10.10    RECEIPT AND RELEASE FOR PAYMENTS
Unless otherwise provided in a separate Trust agreement, any payment to any
Participant, his legal representative, Beneficiary, or to any guardian or
committee appointed for such Participant or Beneficiary in accordance with the
provisions of the Plan shall be in full satisfaction of all claims hereunder
against the Trustee, Employer or Plan Administrator each of whom may require
such Participant, legal representative, Beneficiary, guardian or committee as a
condition prior to such payment, to execute a receipt and release in such form
as shall be determined by the Trustee, Employer or Plan Administrator.

10.11    RESIGNATION AND REMOVAL
Unless otherwise provided in a separate Trust agreement, an individual serving
as Plan Administrator may resign by giving written notice to the Employer, or if
the Employer is no longer in existence, to the Trustee/Custodian, not less than
thirty (30) days before the effective date of the individual's resignation. The
Plan Administrator may be removed upon thirty (30) days prior written notice to
the Plan Administrator, with or without cause, by the Employer, or if the
Employer is no longer in existence, by a majority of the Participants and
Beneficiaries following the approach referred to in paragraph 10.2. A notice
period provided for in this paragraph 10.11 may be waived or reduced if
acceptable to the parties involved. The Employer, if in existence, shall be the
successor to the position involved, or the Employer may appoint a successor to a
person who has resigned or been removed as Plan Administrator, but if the
Employer is no longer in existence, the appointment shall be made by a majority
of the Participants and Beneficiaries following the approach referred to in
paragraph 10.2. When the Plan Administrator's resignation or removal becomes
effective, the Plan Administrator shall perform all acts necessary to transfer
all relevant records to its successor. A successor Plan Administrator shall have
all the rights and powers and all of the duties and obligations of the original
Plan Administrator but shall have no responsibility for acts or omissions before
the successor became Plan Administrator.

10.12    CLAIMS AND CLAIMS REVIEW PROCEDURE
Unless otherwise provided in a separate Trust agreement, if any Employee,
Participant, Beneficiary or any other person claims to be entitled to benefits
under the Plan, and the Plan Administrator denies that claim in whole or in
part, the Plan Administrator shall, in writing, within ninety (90) days notify
the claimant that his claim has been denied in whole or in part, setting forth
the specific reason or reasons for the denial, specific reference to pertinent
Plan provisions upon which the denial is based, a description of any additional
material or information which may be needed to clarify the claim, including an
explanation of why such information is necessary, and shall refer to the claims
review procedure as set forth in this paragraph 10.12. Within sixty (60) days
after the mailing or delivery by the Plan Administrator of such notice, the
claimant may request, by written notice to the Plan Administrator, a review by
the Employer of the decision denying the claim. The claimant may examine
documents pertinent to the review and may submit written issues and comments to
the Plan Administrator. If the claimant fails to request such a hearing within
such sixty (60) day period, it shall be conclusively determined for all purposes
of this Plan that the denial of such claim is correct. If the claimant requests
a review within the sixty (60) day period, the Plan Administrator shall
designate a time, which time shall be no less than ten (10) nor more than
forty-five (45) days from the date of receipt by the Plan Administrator of the
claimant's notice to the Plan Administrator, and a place for such hearing, and
shall promptly notify such claimant of such time and

                                       55


place. Within forty-five (45) days after the conclusion of the hearing,
including any extensions of the date thereof mutually agreed to by the claimant
and the Plan Administrator, the Plan Administrator shall communicate to the
claimant the Plan Administrator's decision in writing, and if the Plan
Administrator confirms the denial, in whole or in part, the communication shall
set forth the specific reason or reasons for the decision and specific reference
to those Plan provisions upon which the decision is based.

10.13    BONDING
Every fiduciary, except for a bank, trust company or an insurance company,
unless otherwise exempted by ERISA and the Regulations issued thereunder shall
be bonded in an amount not less than ten percent (10%) of the amount of the
funds such fiduciary handles; provided however, that the minimum bond shall be
$1,000 and the maximum bond $500,000. The amount of funds handled shall be
determined at the beginning of each Plan Year by the amount of funds handled by
such person, group or class to be covered and their predecessors, if any, during
the preceding Plan Year, or if there is no preceding Plan Year, then by the
amount of the funds to be handled during the then current year. The bond shall
provide protection to the Plan against any loss by reason of acts of fraud or
dishonesty by the fiduciary either acting alone or in concert with others. The
surety shall be a corporate surety company [as the term is used in ERISA Section
412(a)(2)], and the bond shall be in a form approved by the Secretary of Labor.
Notwithstanding anything in the Plan to the contrary, the costs of such bonds
shall be an expense of and may, at the election of the Plan Administrator, be
paid from the Trust or by the Employer.

                                       56


                                   ARTICLE XI

                                TRUST PROVISIONS

11.1     ESTABLISHMENT OF THE TRUST

         (a)     The Employer shall appoint within the Adoption Agreement who
                 may be the Sponsor (or an affiliate) of this Basic Plan
                 Document #02 or an individual(s), institution or other party,
                 to serve as Trustee or Custodian (if applicable) of the Plan.
                 The Employer shall also have the right, but is not required, to
                 appoint a Custodian in the Adoption Agreement to have custody
                 of the Plan's assets. The Employer may execute a separate trust
                 or custodial agreement outlining the Trustee's or Custodian's
                 duties and responsibilities which shall be incorporated by
                 reference and made part of this Basic Plan Document #02. No
                 such ancillary agreement may conflict with any provision(s) of
                 this document. Any provision which would jeopardize the
                 tax-qualified status of this Plan shall be null and void.
                 Unless otherwise elected in the Adoption Agreement, the Trust
                 and/or Custodial provisions of this Article XI and Article X,
                 as applicable, of the Basic Plan Document #02 together with any
                 such ancillary agreement shall be operative. If the Sponsor is
                 a bank, trust company or other financial organization, a person
                 or institution other than the Sponsor or its affiliate may not
                 serve as Trustee or Custodian of the Plan without the express
                 written consent of the Sponsor. If a financial organization is
                 the Sponsor, and is not named Trustee, the Sponsor may serve as
                 Custodian under the Plan as provided at paragraph 11.13 herein.
                 The Trustee shall invest the Trust Fund in any of the
                 investment alternatives as provided in paragraph 11.8. If a
                 Custodian is appointed, the Trust Fund shall be invested in
                 accordance with paragraph 11.14.

         (b)     The Employer establishes with the Trustee a Trust which shall
                 consist of all money and property received under Articles III
                 and IV of this document, increased by any income on or
                 increment in such value of assets and decreased by any
                 investment loss, expense, benefit payment, withdrawal or other
                 distribution by the Trustee in accordance with the provisions
                 of the Plan. The Trustee/Custodian shall hold the Trust fund
                 without distinction between principal and income. The Trust
                 fund will be held, invested, reinvested and administered by the
                 Trustee in accordance with this Article and any ancillary
                 documents as provided for in this Article.

11.2     CONTROL OF PLAN ASSETS
The assets of the Trust or evidence of ownership shall be held by the Trustee
and/or the Custodian under the terms of the Basic Plan Document #02. If the
assets represent amounts transferred from another trustee or custodian under a
former plan, the Trustee and/or Custodian named hereunder shall not be
responsible for any actions of the prior fiduciary including the propriety of
any investment decision made by the prior trustee/custodian under any prior
plan. Instead, the Employer shall be responsible for such actions.

11.3     DISCRETIONARY TRUSTEE
If the Employer elects in the Adoption Agreement, or otherwise appoints the
Trustee to act in the capacity of discretionary Trustee, the Trustee shall
invest the Trust in accordance with the Plan's investment policy statement and
the investment alternatives permitted at paragraph 11.8 herein. The Trustee will
have the discretion and authority to invest, manage and control those Plan
assets except those assets which are subject to the investment direction of a
Participant (if Participant direction is permitted), or an investment manager or
Named Investment Fiduciary, or other agent properly appointed by the Employer.
The exercise of any investment direction hereunder shall be consistent with the
investment policy of the Plan. The Trustee shall also perform custodial
functions described at paragraph 11.14 hereof for the Trust with respect to Plan
assets over which the Trustee has investment management responsibility. The
Trustee may also perform custodial functions for the Trust with respect to Plan
assets the Trustee does not manage, to the extent agreed to between the Trustee
and the Employer, if the Trustee is appointed Custodian for some or all of such
assets in accordance with the terms of the Plan. The Trustee may execute any
additional documents as required which shall be treated as an addendum to this
Basic Plan Document #02. No such agreement may conflict with any provision nor
shall any provision in such an agreement jeopardize the tax-qualified status of
the Plan. Any such provision shall be null and void. The Trustee's
administrative duties shall be limited to those agreed to between the parties.
The Employer or its designate shall be responsible for other administrative
duties required under the Plan or by applicable law.

                                       57


11.4     NONDISCRETIONARY TRUSTEE
If the Employer elects in the Adoption Agreement or as otherwise agreed to in
writing, the Trustee may act in the capacity of a nondiscretionary Trustee. In
this capacity, the Trustee shall have no discretionary authority to invest,
manage or control Plan assets and is authorized solely to make and hold
investments only as directed pursuant to paragraph 10.5. The nondiscretionary
Trustee shall have the same rights, powers and duties as the discretionary
Trustee but exercises such authority in accordance with the direction of the
party which has the authority to manage and control the investment of Plan
assets. If directions are not provided to the Trustee, the Employer will provide
such necessary direction.

11.5     PROVISIONS RELATING TO INDIVIDUAL TRUSTEES

         (a)     Notwithstanding any other provisions of the Plan to the
                 contrary, the provisions of this paragraph shall apply if one
                 (1) or more individuals are named as Trustee(s) in the Adoption
                 Agreement and shall not apply to any institutional Trustee
                 named in the Adoption Agreement.

         (b)     If there shall be more than one individual acting in the
                 capacity of Trustee, they shall act by a majority of their
                 number, unless they unanimously decide that one (1) or more of
                 them may act on the matter or category of matters involved
                 without the approval of the others and they may authorize in
                 writing that one (1) or more of them shall act on their behalf
                 including but not limited to executing documents and
                 authorizing distributions on behalf of the Trustees.

         (c)     Any person may rely, without having to make further inquiry,
                 upon instructions appearing to be genuine instructions from any
                 individual serving as Trustee as being the will, intent and
                 action of all individuals so serving if no allocation of duties
                 has been made.

         (d)     The Trustee shall be paid such reasonable compensation for
                 services as shall from time to time be agreed upon in writing
                 by the Employer and the Trustee, provided that an individual
                 serving as Trustee who already receives full-time Compensation
                 from the Employer shall not receive compensation for serving as
                 such from the Plan.

11.6     INVESTMENT INSTRUCTIONS
Any investment directive shall be made in writing or such other form as agreed
to by the Employer, Trustee/Custodian and the investment manager. In the absence
of such directive, cash shall be automatically invested in such investment or
investments as the Employer or Named Investment Fiduciary shall select from the
investments made available for that purpose unless and until the person or
persons responsible for giving directions directs otherwise. Such automatic
investment shall be made at regular intervals and pursuant to procedures
established by the parties (which procedures may without limitation, provide for
more frequent intervals only if uninvested balances exceed a stated amount).
Absent a contrary direction in accordance with the preceding provisions of this
paragraph 11.6, such instructions regarding the delegation of investment
responsibility shall remain in force until revoked or amended in writing.
Neither the Trustee nor the Custodian shall be responsible for the propriety of
any directed investment made nor shall they be required to consult with or
advise the Employer regarding the investment quality of any directed investment
held hereunder. If the Employer fails to designate an investment manager, the
Trustee shall have full investment management authority as agreed upon in a duly
authorized and executed investment management agreement. If the Employer does
not issue investment directions with regard to specific assets held in the
Trust, the Trustee shall have authority to invest those assets in the Trust in
its sole discretion subject to paragraph 11.8. While the Employer may direct the
Trustee with respect to Plan investments, the Employer may not:

         (a)     borrow from the Plan or pledge any of the assets of the Plan as
                 security for a loan,

         (b)     buy property or assets from or sell property or assets to the
                 Plan,

         (c)     charge any fee for services rendered to the Plan, or

         (d)     receive any services from the Plan on a preferential basis.

11.7     FIDUCIARY STANDARDS
Subject to paragraphs 11.6 and 11.8 hereof, the Trustee, if discretionary, shall
invest and reinvest principal and income of the Trust in accordance with the
funding policy and investment objectives established by the Employer, provided
that:

         (a)     such investments are prudent under ERISA, as amended, and the
                 Regulations thereunder,

                                       58


         (b)     such investments are sufficiently diversified to minimize the
                 risk of large losses,

         (c)     such investments are made in accordance with the provisions of
                 this Plan and Trust document, and

         (d)     such investments are made with the care, skill, prudence and
                 diligence under the circumstances then prevailing that a
                 prudent man acting in a like capacity and familiar with such
                 matters would use in the conduct of an enterprise of a like
                 character with like aims.

11.8     POWERS OF THE TRUSTEE
The Trustee shall be responsible for the investment, administration and
safekeeping of assets held in the Trust Fund. The Trustee shall have the
following duties and responsibilities, in addition to powers given by law:

         (a)     receiving contributions under the terms of the Plan;

         (b)     implementing an investment program based on the Employer's
                 investment policy statement, funding policy, investment
                 objectives and ERISA, as amended;

         (c)     invest the Trust in any form of property, including common and
                 preferred stocks, exchange-traded covered put and call options,
                 bonds, money market instruments, mutual funds (including funds
                 for which the Sponsor, Trustee or its affiliates receive
                 compensation for providing investment advisory, custody,
                 transfer agency or other services), savings accounts, plan
                 loans, certificates of deposit, securities issued by the U.S.
                 government or by governmental agencies, insurance policies and
                 contracts, or in any other property, real or personal, having a
                 ready market, including securities issued by the Trustee and/or
                 affiliates of the Trustee as permitted by law. The Trustee may
                 invest in time deposits (including, if applicable, its own or
                 those of affiliates) which bear a reasonable interest rate. No
                 portion of any Qualified Voluntary Contribution, or the
                 earnings thereon, may be invested in life insurance contracts
                 or, as with any Participant-directed investment, in tangible
                 personal property characterized by the IRS as a collectible;

         (d)     invest any assets of the Trust in a group or collective trust
                 fund established to permit the pooling of funds of separate
                 pension and profit-sharing trusts, provided the Internal
                 Revenue Service has ruled such group or collective trust to be
                 qualified under Code Section 401(a) and exempt under Code
                 Section 501(a) (or the applicable corresponding provision of
                 any other Revenue Act) or to any other common, collective, or
                 commingled trust fund which has been or may hereafter be
                 established and maintained by the Trustee, affiliate(s) of the
                 Trustee, the Custodian or investment manager. Such commingling
                 of assets of the Trust with assets of other qualified trusts is
                 specifically authorized, and to the extent of the investment of
                 the Trust in such a group or collective trust, the terms of the
                 instrument establishing the group or collective trust shall be
                 a part hereof as though set forth herein. The name of the group
                 or collective trust fund shall be specified in an addendum to
                 the Adoption Agreement. The Employer expressly understands and
                 agrees that any such collective fund may provide for the
                 lending of its securities by the collective fund trustee and
                 that such collective fund's trustee will receive compensation
                 from such collective fund for the lending of securities that is
                 separate from any compensation of the Trustee hereunder, or any
                 compensation of the collective fund trustee for the management
                 of such collective fund;

         (e)     for collective investment purposes, may combine into one trust
                 fund the Trust created under this Plan with the Trust created
                 under any other qualified retirement plan the Employer
                 maintains. However, the Trustee must maintain separate records
                 of account for the assets of each Trust in order to reflect
                 properly each Participant's Vested Accrued Benefit under the
                 Plan(s) in which he is a Participant;

         (f)     invest up to 100% of the Trust in the common stock, debt
                 obligations, or any other security issued by the Employer or by
                 an affiliate of the Employer within the limitations provided
                 under ERISA Sections 406, 407, and 408, as amended, and further
                 provided that such investment does not constitute a prohibited
                 transaction under Code Section 4975. Any such investment in
                 Employer securities shall only be made upon written direction
                 of the Employer who shall be solely responsible for the
                 propriety of such investment. Additional directives regarding
                 the purchase, sale, retention or valuing of such securities may
                 be addressed in an investment management or trust agreement,
                 which is incorporated by reference. If there are any conflicts
                 between this document and the above referenced agreements, this
                 document shall govern;

                                       59


         (g)     hold cash uninvested and deposit the same with any banking or
                 savings institution, including its own banking department or
                 the banking department of an affiliate;

         (h)     utilize a general disbursement account, i.e., in the form of a
                 demand deposit account and/or time deposit account, for
                 distributions from the Trust, without incurring any liability
                 for payment of interest thereon, notwithstanding the Trustee's
                 receipt of income with respect to float involving the
                 disbursement account;

         (i)     hold contributions in an omnibus account, i.e., in the form of
                 a demand deposit and/or time deposit account, maintained by the
                 Trustee for up to three (3) business days (or such longer
                 period as may result due to circumstances beyond the Trustee's
                 control), without liability for interest thereon. (The Employer
                 acknowledges that any float earnings associated with the assets
                 held in such omnibus account are retained by the Trustee as
                 part of its compensation for performing services with respect
                 to the allocation of contributions to Participants' accounts);

         (j)     join in or oppose the reorganization, recapitalization,
                 consolidation, sale or merger of corporations or properties,
                 including those in which it or its affiliates are interested as
                 Trustee, upon such terms as it deems advisable;

         (k)     hold investments in nominee or bearer form;

         (l)     exercise all ownership rights including the voting of proxies
                 and the exercise of tender offers but only with respect to
                 assets over which the Trustee has investment management
                 responsibility;

         (m)     to hold, manage and control all property forming part of the
                 Trust Fund and to sell, convey, transfer, exchange and
                 otherwise dispose of the same from time to time;

         (n)     to apply for and procure from an insurance company as an
                 investment of the Trust such annuity, or other contracts on the
                 life of any Participant as the Plan Administrator shall deem
                 proper; to exercise, at any time or from time to time, whatever
                 rights and privileges may be granted under such annuity, or
                 other contracts; to collect, receive, and settle for the
                 proceeds of any such annuity, or other contracts as and when
                 entitled to do so under the provisions thereof;

         (o)     unless otherwise provided by a directive as described by
                 paragraph 11.6, the Employer will pass through shareholder
                 rights (including voting rights) on Employer securities to Plan
                 Participants. If no directive is provided, the Trustee shall
                 exercise any shareholder rights (including voting rights) with
                 respect to any securities held, but only in accordance with the
                 instructions of the person or persons responsible for the
                 investment of such securities subject to and as permitted by,
                 any applicable rules of the Securities and Exchange Commission
                 and any national securities exchange. Voting rights with
                 respect to shares of registered investment companies held in
                 the Trust shall be directed by the Named Investment Fiduciary
                 responsible for selection of such registered investment
                 companies as permissible investment alternatives. In the event
                 of any conflict with any other provision of this Article or
                 this Basic Plan Document #02, the provision of this paragraph
                 shall control. The Employer shall be responsible for preparing
                 and distributing all required prospectuses for Employer
                 securities and making such materials available to Plan
                 Participants;

         (p)     to retain and employ such attorneys, agents and servants as may
                 be necessary or desirable, in the opinion of the Trustee, in
                 the administration of the Plan, and to pay them such reasonable
                 compensation for their services as may be agreed upon as an
                 expense of administration of the Plan, including power to
                 employ and retain counsel upon any matter of doubt as to the
                 meaning or interpretation to be placed upon this Plan or any
                 provisions thereof with reference to any question arising in
                 the administration of the Plan or pertaining to the rights and
                 liabilities of the Trustee hereunder. The Trustee in any such
                 event, any act in reliance upon the advice, opinions, records,
                 statements and computations of any attorneys and agents and on
                 the records, statements and computations of any servants so
                 selected by it in good faith and shall be released and
                 exonerated of and from all liability to anyone in so doing
                 (except to the extent that liability is imposed under ERISA);

                                       60


         (q)     to institute, prosecute and maintain, or to defend, any
                 proceeding at law or in equity concerning the Plan or the
                 assets thereof or any claims thereto, or the interests of
                 Participants and Beneficiaries hereunder at the sole cost and
                 expense of the Plan or at the sole cost and expense of the
                 Participant that may be concerned therein or that may be
                 affected thereby, as, in its opinion, shall be fair and
                 equitable in each case, and to compromise, settle and adjust
                 all claims and liabilities asserted by or against the Plan or
                 asserted by or against it, or such terms as it, in each such
                 case, shall deem reasonable and proper. The Trustee shall be
                 under no duty or obligation to institute, prosecute, maintain
                 or defend any suit, action or other legal proceeding unless it
                 shall be indemnified to its satisfaction against all expenses
                 and liabilities (including without limitation, legal and other
                 professional fees) which it may sustain or anticipate by reason
                 thereof; and

         (r)     the Trustee is expressly authorized to the fullest extent
                 permitted by law to (1) retain the services of any
                 broker-dealer, registered investment advisor or other financial
                 services entity (including the Trustee and any of its
                 affiliates) and any future successors in interest thereto
                 collectively, for the purposes of this paragraph referred to as
                 the "Affiliated Entities"), to provide services to assist or
                 facilitate the purchase or sale of investments in the Trust,
                 (2) acquire as assets of the Trust shares of mutual funds to
                 which Affiliated Entities provide, for a fee, services in any
                 capacity and (3) acquire in the Trust any other services or
                 products of any kind or nature from the Affiliated Entities
                 regardless of whether the same or dissimilar services or
                 products are available from other institutions. The Trust may
                 pay directly or indirectly (through mutual funds fees and
                 charges for example) pay management fees, transaction fees and
                 other commissions to the Affiliated Entities for the services
                 or products provided to the Trust and/or such mutual funds at
                 such Affiliated Entities' standard or published rates without
                 offset (unless required by law) from any fees charged by the
                 Trustee for its services as Trustee. The Trustee may also deal
                 directly with the Affiliated Entities regardless of the
                 capacity in which it is then acting, to purchase, sell,
                 exchange or transfer assets of the Trust even though the
                 Affiliated Entities are receiving compensation or otherwise
                 profiting from such transaction or are acting as principal in
                 such transaction. Each of the Affiliated Entities is authorized
                 to effect transactions on national securities exchanges for the
                 Trust as directed by the Trustee, and retain any transactional
                 fees related thereto, consistent with Section 11(a)(1) of the
                 Securities and Exchange Act of 1934, as amended and related
                 Rule 11a2-2(T). Included specifically, but not by way of
                 limitation in the transactions authorized by this provision,
                 are transactions in which any of the Affiliated Entities is
                 serving as an underwriting or member of an underwriting
                 syndicate for a security being purchased or is purchasing or
                 selling a security for its own account. In the event the
                 Trustee is directed by the Plan Administrator, any named
                 fiduciary, designated Investment Manager, Participant and/or
                 Beneficiary, as applicable hereunder (collectively referred to
                 as for purposes of this paragraph as the "Directing Party"),
                 the Directing Party shall be authorized, and expressly retains
                 the right hereunder, to direct the Trustee to retain the
                 services of, and conduct transactions with, Affiliated Entities
                 fully in the manner described above.

11.9     APPOINTMENT OF ADDITIONAL TRUSTEE AND ALLOCATION OF RESPONSIBILITIES
Assets for which the Trustee is not serving in the capacity of Trustee may be
held by a second Trustee appointed by the Employer to hold specified
investments. In the event that an additional Trustee is appointed for the Plan
to serve as the Trustee of specific investments for which the Trustee is not
acting in the capacity of Trustee, the second Trustee shall have no
responsibilities to these assets other than as set forth herein. The Trustee
shall have no duties with respect to investment held by any other person
including, without limitation, any other Trustee for the Plan. Any other
secondary Trustee of the Plan shall have no duties with respect to assets held
in the Plan by the Trustee.

11.10    COMPENSATION, ADMINISTRATIVE FEES AND EXPENSES
All reasonable fees, charges and expenses incurred by the Trustee or the
Custodian in connection with the administration of the Trust and all reasonable
fees, charges and expenses incurred by the Plan Administrator in connection with
the administration of the Plan (including such reasonable compensation to the
Trustee/Custodian and the Plan Administrator as may be agreed upon from time to
time between the Employer, the Trustee/Custodian and Plan Administrator) and
fees for legal services rendered to the Trustee/Custodian or Plan Administrator
shall be paid from the Trust unless:

         (a)     The payment of such expense would constitute a "prohibited
                 transaction" within the meaning of ERISA Section 406 or Code
                 Section 4975 for which no statutory or administrative exemption
                 is available.

         (b)     The Employer actually pays such expenses directly. Any and all
                 reasonable additional administrative expenses incurred to
                 effect investment directives made by the Participants and by
                 each Beneficiary

                                       61


                 under this Plan shall be paid by the Trust and as determined by
                 the Employer shall either be charged (in accordance with such
                 reasonable nondiscriminatory rules as the Employer deems
                 appropriate under the circumstances) to the account of the
                 individual issuing such directive, or treated as a general
                 expense of the Trust. If charged to a Participant's account and
                 if the assets of such account are insufficient to satisfy such
                 charges, the Employer shall pay any deficit to the Trustee.
                 Notwithstanding the foregoing, nothing in this section shall
                 prevent the Employer from paying the administrative expenses of
                 the Plan directly.

         (c)     All transaction related expenses incurred to effect a specific
                 investment for a Participant directed account (such as
                 brokerage commissions and other transaction related expenses),
                 shall, as determined by the Employer, either be paid from or
                 otherwise be charged directly to the account of the Participant
                 providing such direction or treated as a general expense of the
                 Trust.

         (d)     If there are insufficient liquid assets of the Trust to cover
                 the fees of the Trustee or the Custodian, then assets of the
                 Trust shall be liquidated to the extent necessary to cover
                 fees.

         (e)     Notwithstanding the foregoing, no compensation other than
                 reimbursement for expenses incurred shall be paid to a Plan
                 Administrator who is the Employer or Employee of the Employer.

         (f)     In the event any part of the Plan becomes subject to tax, all
                 taxes incurred will be paid from the Plan at the direction of
                 the Plan Administrator.

         (g)     Any investment gain or loss of the Trust that is not directly
                 attributable to the investment of the account of any
                 Participant (including, but not limited to, for example, any
                 "float" earned on the disbursement account established for the
                 Plan and not treated as part of the compensation of the Trustee
                 or paying agent for the Plan, and any 12b-1 or similar fees
                 paid to the Plan) will be applied to pay administrative
                 expenses of the Plan, with any excess remaining at the close of
                 the Plan Year being allocated among the Participant's accounts
                 in accordance with the procedure established by the Plan
                 Administrator for this purpose.

11.11    RECORDS
Within ninety (90) days following the close of each Plan Year, or at such other
times as may be agreed to between the Employer and the Trustee, and within
ninety (90) days following its removal or resignation, the Trustee shall file
with the Employer a report of that part of the Trust under the investment
management of the Trustee during such year or from the end of the preceding Plan
Year to the date of removal or resignation. Such report shall include a
statement of receipts and disbursements, the net income or loss of the Trust,
the gains or losses realized by the Trust upon sale or other disposition of the
assets, the increase or decrease in the value of the Trust, all payments and
distributions made from the Trust since the date of its last report, and shall
contain a schedule of assets listing the fair market value of investments held
in the Trust as of the end of the Plan Year or the date of removal or
resignation, as applicable. The fair market value of investments for which there
is a ready market shall be determined using the most recent price quoted on a
national or other recognized securities exchange or over-the-counter market. The
fair market value of illiquid investments shall be obtained by a valuation
performed by an independent appraiser appointed by the Trustee or appointed by
the Employer and approved by the Trustee for this purpose whose determination
shall be final. The Employer shall review the Trustee's report and notify the
Trustee in the event of its disapproval of the report within thirty (30) days,
providing the Trustee with a written description of the items in question. The
Trustee shall have sixty (60) days to provide the Employer with a written
explanation of the items in question. If the Employer again disapproves, the
Trustee shall have the right to file its report in a court of competent
jurisdiction for audit and adjudication. In the event the Employer fails to file
a written objection to the Trustee's report within the ninety (90) day period
following receipt of the report, the Employer shall be deemed to have approved
the report. In such case, the Trustee shall be released and discharged with
respect to all matters contained in the report.

11.12    LIMITATION ON LIABILITY AND INDEMNIFICATION

         (a)     The Trustee shall have the authority to manage and govern the
                 Trust to the extent provided in this instrument, but does not
                 guarantee the Trust in any manner against investment loss or
                 depreciation in asset value, or guarantee the adequacy of the
                 Trust to meet and discharge all or any liabilities of the Plan.

         (b)     The Trustee and/or Custodian shall not be liable for the
                 making, retention, or sale of any investment or reinvestment
                 made by it, as herein provided, or for any loss to, or
                 diminution of the Trust, or for any

                                       62


                 other loss or damage which may result from the discharge of its
                 duties hereunder except to the extent it is judicially
                 determined such loss or damage is attributable to the
                 Trustee/Custodian's breach of its duties hereunder or under
                 ERISA.

         (c)     An institution acting as a Custodian or nondiscretionary
                 Trustee shall have no discretion or investment management
                 responsibility, unless otherwise expressly agreed in writing
                 (pursuant to an investment management agreement, for example)
                 and shall only be responsible to perform the functions
                 described at paragraph 11.5 hereof. Neither the Custodian nor
                 Trustee (whether nondiscretionary or discretionary) shall have
                 any responsibility with respect to Plan investments and does
                 not guarantee the adequacy of the Trust to meet and discharge
                 any or all liabilities associated with the Plan.

         (d)     The Employer warrants that all directions issued to the Trustee
                 or Custodian by it or the Plan Administrator will be in
                 accordance with the terms of the Plan and the auxiliary
                 agreement and not contrary to the provisions of ERISA, as
                 amended, and the Regulations issued thereunder.

         (e)     Neither the Trustee nor the Custodian shall be answerable for
                 any action taken pursuant to any direction, consent,
                 certificate, or other paper or document in the belief that the
                 same is genuine. All directions by the Employer, Participant,
                 the Plan Administrator, Named Fiduciary or an investment
                 manager shall be made pursuant to pre-approved communication
                 procedures to which all such parties, as applicable, shall have
                 consented to in writing. The Employer shall deliver to the
                 Trustee and Custodian written notification identifying the
                 individual or individuals authorized to act on behalf the Plan
                 and shall deliver specimens of their signatures to the
                 Trustee/Custodian.

         (f)     The duties and obligations of the Trustee and the Custodian
                 shall be limited to those expressly imposed by this instrument
                 or subsequently agreed upon by the parties in writing.
                 Responsibility for administrative duties required under the
                 Plan or applicable law not expressly imposed upon or agreed to
                 by the Trustee or the Custodian shall rest solely with the
                 Employer.

         (g)     The Employer shall indemnify the Trustee/Custodian against, and
                 agrees to hold the Trustee/Custodian harmless from, all
                 liabilities and claims and expenses including attorney's fees
                 and expenses incurred in defending against such liability or
                 claims against the Trustee/Custodian, unless such liability or
                 claim results from the negligent action or inaction of the
                 Trustee/Custodian, or where the Trustee/Custodian is found to
                 have breached its duties under this Article or Part 4 of Title
                 I of ERISA by a final judgment of a court of competent
                 jurisdiction. Except as otherwise provided by the preceding
                 sentence, the Employer also shall indemnify the
                 Trustee/Custodian against and agrees to hold the
                 Trustee/Custodian harmless from all liabilities, claims and
                 expenses including attorney's fees and other expenses incurred
                 in defending against such liabilities or claims, arising from
                 any actions or breach of responsibility by any party other than
                 the Trustee/Custodian, including without limitation by
                 specification any acts of a prior Trustee or of another Trustee
                 or Custodian appointed by the Employer.

         (h)     Without limiting any provision in the prior paragraph, the
                 Employer expressly agrees to indemnify the Trustee/Custodian
                 against any liability or claim (including attorney's fees and
                 expenses in defending against such liabilities or claims)
                 arising as a result of any act taken or failure to act, in
                 accordance with the directions received from the Employer, Plan
                 Administrator, investment manager, Participant, or a designee
                 specified by the Employer directly or transmitted by a
                 designated Service Provider to the Plan and without limitation
                 by specification.

         (i)     The Trustee/Custodian will take all reasonable steps to assure
                 the security of any data received from the Employer in
                 connection with services provided to the Plan. The Employer
                 will be responsible for retaining duplicate copies of any such
                 data or materials it forwards to the Trustee/Custodian and for
                 taking all other reasonable and necessary precautions in event
                 such data or materials are lost or destroyed, regardless of
                 cause, or in the event reprocessing is needed for any reason.
                 The Trustee/Custodian will maintain records in connection with
                 the performance of services hereunder for the applicable period
                 as required by law, or if no period is required, for such
                 period as is reasonable under the law.

                                       63


         (j)     No waiver of any breach of this agreement shall constitute a
                 waiver of any other breach, whether of the same or any other
                 covenant, term or condition. The subsequent performance of any
                 of the terms, covenants and conditions of this Article shall
                 not constitute a waiver of any preceding breach, nor shall any
                 delay or omission of any party's exercise of any rights arising
                 from any default effect or impair the party's rights as to the
                 same or future default.

         (k)     Neither the Trustee or the Custodian shall be responsible in
                 any way for any actions taken, or failure to act, by a prior
                 trustee/custodian. The Employer shall indemnify and hold
                 harmless the Trustee/Custodian for such prior
                 trustee/custodian's acts or inactions for any periods
                 applicable, including periods for which the Plan must
                 retroactively comply with any tax law or regulations
                 thereunder.

         (l)     A fiduciary with respect to the Plan shall not be liable for a
                 breach of fiduciary responsibility of another fiduciary with
                 respect to the Plan except to the extent that:

                 (1)    it participates knowingly in, or knowingly undertakes to
                        conceal, an act or omission of such other fiduciary,
                        knowing such act or omission is a breach;

                 (2)    by its failure to comply with ERISA Section 404(a)(1) in
                        the administration of its specific responsibilities
                        which give rise to its status as a fiduciary, it has
                        enabled such other fiduciary to commit a breach; or

                 (3)    it has knowledge of a breach by such other fiduciary,
                        unless it makes reasonable efforts under the
                        circumstances to remedy the breach.

         (m)     If the assets of the Plan are held by two (2) or more Trustees,
                 each Trustee will use reasonable care to prevent a co-Trustee
                 from committing a breach of duty under the Employee Retirement
                 Income Security Act of 1974, as amended, and they shall jointly
                 manage and control the assets of the Plan; provided however,
                 that such co-Trustee shall be authorized to allocate specific
                 responsibilities, obligations or duties among the co-Trustees
                 pursuant to a written agreement. If co-Trustees do enter into
                 such an agreement, then a Trustee to whom certain
                 responsibilities, obligations or duties have not been allocated
                 shall not be liable either individually or as Trustee for any
                 loss resulting to the Plan arising from the acts or omissions
                 on the part of another Trustee to which such responsibilities,
                 obligations or duties have been allocated.

11.13    CUSTODIAN
If a discretionary Trustee has been appointed, the Employer may appoint a
Custodian as provided for in the Adoption Agreement. A Custodian shall have the
same rights, powers and duties as a nondiscretionary Trustee. Any reference in
the Plan to a Trustee is also a reference to the Custodian unless the context
indicates otherwise. Any limitation of the Trustee's liability in the Plan shall
act as a limitation of the Custodian's liability. Where a discretionary Trustee
has provided direction, any action taken by the Custodian satisfies the
requirement in the Plan referencing the Trustee taking that action. The
resignation or removal of the Custodian shall be made in accordance with
paragraph 11.19 as though the Custodian were the Trustee. The Custodian shall be
responsible for the holding and safekeeping of all or a portion of the Plan's
assets. One or more Custodian(s) appointed under this Plan may hold all or any
portion of the Plan's assets. Such separate assets shall be held pursuant to the
terms of a separate custodial agreement with such Custodian. The separate
custodial agreement shall be treated as an addendum and, as such, may not
conflict with any provision of this document. In addition, any provision of a
separate custodial agreement which would jeopardize the tax qualified status of
this Defined Contribution Plan shall be null and void. In addition to the
holding and safekeeping of Plan assets, the Custodian's duties shall include:

         (a)     receiving contributions under the terms of the Plan, but not
                 determining the amount or enforcing the payment thereof,

         (b)     making distributions from the Plan in accordance with
                 instructions received from the Plan Administrator or an
                 authorized representative of the Employer,

         (c)     keeping records reflecting its administration of the Trust or
                 the custodial account and making such records, statements and
                 reports available to the Employer for review and audit at such
                 times as agreed to between the Custodian, Plan Administrator,
                 and the Employer, and

                                       64


         (d)     retaining and employing such attorneys, agents and servants as
                 may be necessary or desirable, in the opinion of the Custodian,
                 in the administration of the Plan, and to pay them such
                 reasonable compensation for their services as may be agreed
                 upon as an expense of administration of the Plan, including
                 power to employ and retain counsel upon any matter of doubt as
                 to the meaning or interpretation to be placed upon this Plan or
                 any provisions thereof with reference to any question arising
                 in the administration of the Plan or pertaining to the rights
                 and liabilities of the Trustee hereunder. The Custodian in any
                 such event, any act in reliance upon the advice, opinions,
                 records, statements and computations of any attorneys and
                 agents and on the records, statements and computations of any
                 servants so selected by it in good faith shall be released and
                 exonerated of and from all liability to anyone in so doing
                 (except to the extent that liability is imposed under ERISA).

The Custodian's duties shall be limited to those as agreed to between the
Employer and the Custodian. The Employer shall be responsible for any other
administrative duties required under the Plan or by applicable law.

11.14    INVESTMENT ALTERNATIVES OF THE CUSTODIAN

         (a)     The Custodian shall hold any or all assets received from the
                 Trustee or its agents. If the Custodian holds title to Plan
                 assets and such ownership requires action on the part of the
                 registered owner, such action will be taken by the Custodian
                 only upon receipt of specific instructions from the Trustee, or
                 its designated agents or the Named Investment Fiduciary.
                 Proxies shall be voted by or pursuant to the express direction
                 of the Trustee its' authorized agent or the Named Investment
                 Fiduciary. The Custodian shall not render any investment
                 advice, including any opinion on the prudence of directed
                 investments. The Employer and Trustee and its agents thereof
                 assume all responsibility for adherence to fiduciary standards
                 under ERISA, as amended, and the Regulations issued thereunder.

         (b)     Where the Sponsor serves as Custodian, the Trust shall only be
                 invested in investment alternatives the Custodian makes
                 available in the ordinary course of business unless the
                 Custodian is directed otherwise by the Employer, the Trustee or
                 any properly designated agent thereof. The Custodian under
                 applicable Federal or state laws, may limit the investment
                 alternatives including but not limited to savings accounts,
                 savings certificates, or in other savings instruments offered
                 by the Sponsor or its affiliates. Such investments shall be
                 made at the direction of the Employer or Trustee(s) or other
                 Named Investment Fiduciary and the Custodian shall have no
                 responsibility for the propriety of such investments.

11.15    PROHIBITED TRANSACTIONS
The Trustee, Custodian, Employer, investment manager, the Named Investment
Fiduciary or Participant shall not knowingly enter into any transaction, engage
in any activity, or direct the purchase or acquisition of any investment with
respect to the Plan which would constitute a prohibited transaction under ERISA
or the Code for which a statutory or administrative exemption is not available.
The Trustee or Custodian shall not receive any investment advisory or other fees
from a regulated investment company (a mutual fund) which duplicates investment
management fees charged by the Trustee. The Trustee or Custodian shall be
permitted to receive fees from a regulated investment company if the Trustee or
Custodian has made a good faith determination that the receipt of such fees is
not a prohibited transaction pursuant to any guidance or exemption issued by the
Department of Labor from time to time.

11.16    EXCLUSIVE BENEFIT RULES
No part of the Trust shall be used for, or diverted to, purposes other than for
the exclusive benefit of Participants, former Participants with a vested
interest, and the Beneficiary or Beneficiaries of deceased Participants who have
in a vested interest in the Plan at death.

11.17    ASSIGNMENT AND ALIENATION OF BENEFITS
Except as provided in paragraphs 10.7 or 10.9, no right or claim to, or interest
in, any part of the Plan, or any payment from the Plan, shall be assignable,
transferable, or subject to sale, mortgage, pledge, hypothecation, commutation,
anticipation, garnishment, attachment, execution, or levy of any kind. Neither
the Trustee or Custodian shall recognize any attempt to assign, transfer, sell,
mortgage, pledge, hypothecate, commute, or anticipate the same, except to the
extent required by law. The preceding sentences shall also apply to the
creation, assignment, or recognition of a right to any benefit payable with
respect to a Participant pursuant to a domestic relations order, unless such
order is determined to be a Qualified Domestic Relations Order, as defined in
Code Section 414(p), or any domestic relations order entered before January 1,
1985 which the Plan's attorney and Plan Administrator deem to be qualified.

                                       65


Notwithstanding any provision of this paragraph 11.17 to the contrary, an offset
to a Participant's Vested Account Balance against an amount that the Participant
is ordered or required to pay the Plan with respect to a judgment, order or
decree issued, or a settlement entered into, on or after August 5, 1997, shall
be permitted in accordance with Code Sections 401(a)(13)(C) and (D).

11.18    LIQUIDATION OF ASSETS
If the Trustee and/or Custodian must liquidate assets in order to make
distributions, transfer assets, or pay fees, expenses or taxes assessed against
all or a part of the Trust, and the Trustee/Custodian is not instructed as to
the liquidation of such assets, assets will be liquidated on a pro rata basis
across all the investment alternatives in the Trust. The Trustee and /or
Custodian are expressly authorized to liquidate assets in order to satisfy the
Trust's obligation to pay the Trustee and /or Custodian's fees or other
compensation if such fees or compensation is not paid on a timely basis.

11.19    RESIGNATION AND REMOVAL
The Trustee may resign upon thirty (30) days written notice to the Employer. The
Employer may remove the Trustee upon sixty (60) days written notice to the
Trustee, or such shorter period of time as may be agreed to by the parties. The
Employer may discontinue its participation in this Prototype Defined
Contribution Plan effective upon thirty (30) days written notice to the Sponsor.
In such event the Employer shall, prior to the effective date thereof, amend the
Plan to eliminate any reference to this Prototype Defined Contribution Plan and
appoint a successor trustee/custodian. The Trustee shall deliver the Trust to
its successor on the effective date of the resignation or removal, or as soon
thereafter as practicable, provided that this shall not waive any lien the
Trustee may have upon the Trust for its compensation or expenses. Following the
effective date of the notice of termination, the Trustee shall have no further
responsibility for providing services to the Employer or the Plan. If the
Employer fails to amend the Plan and appoint a successor trustee/custodian
within the said thirty (30) days, or such longer period as the Trustee may
specify in writing, the Plan shall be deemed individually designed and the
highest ranking officer of the Employer shall be deemed the successor trustee or
custodian as the case may be. In such event, the Trustee may but shall not be
required to continue to hold custody of the assets of the Plan until such time
as appropriate arrangements have been made for the security of the Plan assets,
but for a discretionary Trustee, upon notification thereof to Plan Participants,
shall no longer have any responsibility for the investment of Plan assets.

                                       66


                                   ARTICLE XII

                              TOP-HEAVY PROVISIONS

12.1     APPLICABILITY OF RULES
If the Plan is or becomes Top-Heavy in any Plan Year beginning after 1983, the
provisions of this Article will supersede any conflicting provisions in the Plan
or Adoption Agreement.

12.2     MINIMUM BENEFIT
Notwithstanding any other provision in the Employer's Plan, for any Plan Year in
which the Plan is Top-Heavy, each Participant shall accrue a minimum benefit in
accordance with this paragraph. The minimum benefit shall be provided solely by
Employer contributions (without regard to any Social Security contribution) and
expressed as a Straight Life Annuity commencing at Normal Retirement Age. Such
minimum shall be computed using the definition of Compensation provided at
paragraph 1.15, as limited by Code Section 401(a)(17).

         (a)     MINIMUM TOP-HEAVY BENEFITS FOR A DEFINED BENEFIT PLAN OR FOR
                 PAIRED DEFINED BENEFIT PLANS - When the Employer maintains one
                 Plan or a combination of Paired or non-Paired Defined Benefit
                 Plans which are Top-Heavy or Super Top-Heavy, the Employer
                 shall provide a minimum non-integrated Accrued Benefit for each
                 Year of Top-Heavy Service while a Participant of two percent
                 (2%) of such Participant's Average Annual Compensation for the
                 five (5) consecutive years for which the Participant had the
                 highest Top-Heavy Compensation. The aggregate Compensation for
                 the years during such five-year period in which the Participant
                 was credited with a Year of Service will be divided by the
                 number of such years in order to determine Average Annual
                 Compensation. No additional benefit accruals shall be provided
                 under this paragraph on behalf of a Participant attributable to
                 Employer contributions to the extent that the total accruals on
                 behalf of a Participant will provide a benefit expressed as a
                 life annuity commencing at Normal Retirement Age which equals
                 or exceeds twenty percent (20%) of such Participant's highest
                 Average Annual Compensation for the five (5) consecutive years
                 for which the Participant had the highest Compensation. Average
                 Annual Compensation shall be calculated as above.

         (b)     MINIMUM TOP-HEAVY BENEFITS FOR PAIRED DEFINED CONTRIBUTION AND
                 DEFINED BENEFIT PLANS WHERE THE PLANS ARE NOT SUPER TOP-HEAVY -
                 The minimum Top-Heavy benefit set forth in (a) above shall
                 apply except that the minimum non-integrated Accrued Benefit
                 shall be three percent (3%) of the highest five (5) consecutive
                 year Average Annual Compensation as calculated in (a) above for
                 each Participant in this Plan, not to exceed a cumulative
                 Accrued Benefit of thirty percent (30%).

         (c)     MINIMUM TOP-HEAVY CONTRIBUTIONS FOR PAIRED DEFINED CONTRIBUTION
                 AND DEFINED BENEFIT PLANS WHERE THE PLANS ARE SUPER TOP-HEAVY -
                 The minimum Top-Heavy benefit set forth in (a) above shall
                 apply to any Participant in this Plan without regard to whether
                 the Participant also participates in Paired Defined
                 Contribution Plan #01001, #01002 or #01009.

If the Employer does sponsor or has sponsored a Defined Contribution Plan, the
Top-Heavy minimum benefit may be required to be higher than two percent (2%) per
Year of Top-Heavy Service. Any increase in Top-Heavy minimum benefits or
contributions, under this plan or the Defined Contribution Plan, shall be
specified in Section VIII of the Adoption Agreement detailing the actual amounts
of the increase. The increased amount, under this Plan, shall not exceed three
percent (3%) per Year of Top-Heavy Service or an aggregate of thirty percent
(30%) of Average Annual Compensation.

Each Participant who completes a Year of Service with the Employer shall be
entitled to the minimum benefit accrual from Employer contributions for such
Plan Year. The minimum benefit applies even though under other Plan provisions
the Participant would not otherwise be entitled to a benefit accrual, or would
have received a lesser accrual for the year because the Participant fails to
make mandatory contributions to the Plan, the Participant's Compensation is less
than a stated amount, the Participant is not employed on the last day of the
accrual computation period, or the Plan is integrated with Social Security. If
elected in the Adoption Agreement, the Employer may restrict the minimum accrual
to non-Key Participants. The minimum benefit required [to the extent required to
be nonforfeitable under Code Section 416(b)] may not be suspended or forfeited
under Code Sections 411(a)(3)(B) or 411(a)(3)(D). All accruals of
Employer-derived benefits, whether or not attributable to years for which the
Plan is Top-Heavy, may be used in computing whether the above minimum accrual
requirements are in the aggregate satisfied.

                                       67


If the form of benefit is other than a Straight Life Annuity, the Employee must
receive an amount that is the Actuarial Equivalent of the minimum Straight Life
Annuity benefit. If the benefit commences at a date other than at Normal
Retirement Age, the Employee must receive at least an amount that is the
Actuarial Equivalent of the minimum Straight Life Annuity benefit commencing at
Normal Retirement Age.

12.3     MINIMUM VESTING
For any Plan Year in which this Plan is Top-Heavy, the minimum vesting schedule
elected by, or deemed elected by, the Employer in Section IX(B) of the Adoption
Agreement will automatically apply to the Plan. The minimum vesting schedule
applies to all benefits within the meaning of Code Section 411(a)(7) except
those attributable to Employee contributions, including benefits accrued before
the effective date of Code Section 416 and benefits accrued before the Plan
became Top-Heavy. Further, no reduction in a Participant's vested benefits may
occur in the event the Plan's status as Top-Heavy changes for any Plan Year.
However, this paragraph does not apply to the Accrued Benefits of any Employee
who does not have an Hour of Service after the Plan initially becomes Top-Heavy
and such Employee's Accrued Benefit attributable to Employer contributions and
forfeitures will be determined without regard to this paragraph.

12.4     LIMITATIONS ON BENEFITS
For any Limitation Year beginning before January 1, 2000, in any Plan Year in
which Paired Plans are top-heavy [the Top-Heavy Ratio exceeds sixty percent
(60%)] the denominators of the Defined Benefit Fraction (as defined in paragraph
1.20) and Defined Contribution Fraction (as defined in paragraph 1.22) shall be
computed using 100% of the dollar limitation instead of 125%. In this case,
additional Top-Heavy minimum benefits may not be provided.

For any Limitation Year beginning before January 1, 2000, in any Plan Year in
which the Top-Heavy Ratio exceeds ninety percent (90%) (i.e., the Plan becomes
Super Top-Heavy), the denominators of the Defined Benefit Fraction (as defined
in paragraph 1.20) and Defined Contribution Fraction (as defined in paragraph
1.22) shall be computed using 100% of the dollar limitation instead of 125%. In
this case, additional Top-Heavy minimum benefits may not be provided.

12.5     BENEFIT REDUCTION RESULTING FROM AGGREGATION
Notwithstanding any other provision to the contrary, no Participant shall accrue
an Annual Benefit (as defined in paragraph 1.6 of the Plan) in excess of the
adjusted Maximum Permissible Amount. For purposes of this provision, the
adjusted Maximum Permissible Amount is:

         (a)     for Limitation Years beginning before January 1, 2000, the
                 lesser of the Maximum Permissible Amount (defined in paragraph
                 1.54), of the Plan or the Code Section 415(e) aggregated
                 limitation. For purposes of this paragraph, the Code Section
                 415(e) aggregated limitation is the product of:

                 (1)    one (1) minus the Defined Contribution Fraction (as
                        defined in paragraph 1.22 of the Plan), and

                 (2)    the lesser of 125% of the adjusted dollar limitation (as
                        defined below), or 140% of the Participant's Highest
                        Average Compensation; or

         (b)     for Limitation Years beginning on or after January 1, 2000, the
                 Maximum Permissible Amount as defined in paragraph 1.54 of the
                 Plan.

         (c)     The adjusted dollar limitation is $90,000 payable in the form
                 of a Straight Life Annuity commencing at the Participant's
                 Social Security Retirement Age, as defined in paragraph 1.83 of
                 the Plan.

         (d)     If the Participant has less than ten (10) Years of
                 Participation (as defined in paragraph 1.105 of the Plan) in
                 the Plan, the Defined Benefit Plan Dollar Limitation shall be
                 multiplied by a fraction (i) the numerator of which is the
                 number of Years (or part thereof) of Participation in the Plan,
                 and (ii) the denominator of which is ten (10). To the extent
                 provided in Regulations or in other guidance issued by the
                 Internal Revenue Service, the preceding sentence shall be
                 applied separately with respect to each change in the benefit
                 structure of the Plan. If the Participant has less than ten
                 (10) Years of Service with the Employer, the Compensation
                 limitation shall be multiplied by a fraction (i) the numerator
                 of which is the number of Years (or part thereof) of Service
                 with the Employer and the denominator of which is ten (10). The
                 adjustments of this sub-paragraph (d) shall be applied in the
                 denominator of the Defined Benefit Fraction based upon Years of
                 Service. For purposes of computing the Defined Benefit Plan
                 Fraction only, Years of Service shall include future years (or
                 part thereof) occurring

                                       68


                 before the Participant's Normal Retirement Age. Such future
                 Years of Service shall include the year which contains the date
                 the Participant reaches Normal Retirement Age, or the year in
                 which the Participant terminates employment, if earlier.

         (e)     If the Annual Benefit of the Participant commences before the
                 Participant's Social Security Retirement Age, but on or after
                 age sixty-two (62), the adjusted dollar limitation is reduced
                 above, if necessary, shall be determined as follows:

                 (1)    If a Participant's Social Security Retirement Age is
                        sixty-five (65), the dollar limitation for benefits
                        commencing on or after age sixty-two (62) is determined
                        by reducing the adjusted dollar limitation by 5/9 of one
                        percent (1%) for each month by which benefits commence
                        before the month in which the Participant attains age
                        sixty-five (65).

                 (2)    If a Participant's Social Security Retirement Age is
                        greater than sixty-five (65), the dollar limitation for
                        benefits commencing on or after age sixty-two (62) is
                        determined by reducing the adjusted dollar limitation by
                        5/9 of one percent (1%) for each of the first thirty-six
                        (36) months and 5/12 of one percent (1%) for each of the
                        additional months [up to twenty-four (24) months] by
                        which benefits commence before the month of the
                        Participant's Social Security Retirement Age.

         (f)     If the Annual Benefit of a Participant commences prior to age
                 sixty-two (62), the adjusted dollar limitation shall be an
                 Annual Benefit that is the Actuarial Equivalent of the Defined
                 Benefit Dollar Limitation for age sixty-two (62), as determined
                 above, reduced for each month by which benefits commence before
                 the month in which the Participant attains age sixty-two (62).
                 The Annual Benefit beginning prior to age sixty-two (62) shall
                 be determined as the lesser of the equivalent Annual Benefit
                 computed using the interest rate and mortality table (or other
                 tabular factor) equivalence for early retirement benefits and
                 the equivalent Annual Benefit computed using a five percent
                 (5%) interest rate and the Applicable Mortality Table as
                 defined in paragraph 1.10 of the Plan. Any decrease in the
                 adjusted Defined Benefit Dollar Limitation determined in
                 accordance with this provision (f) shall not reflect any
                 mortality decrement to the extent that the benefits will not be
                 forfeited upon the death of the Participant.

         (g)     If the Annual Benefit of a Participant commences after the
                 Participant's Social Security Retirement Age, the Defined
                 Benefit Dollar Limitation as reduced in (d) above, if
                 necessary, shall be increased so that it is the Actuarial
                 Equivalent of an Annual Benefit of such dollar limitation
                 beginning at the Participant's Social Security Retirement Age.
                 The equivalent Annual Benefit beginning after Social Security
                 Retirement Age shall be determined as the lesser of the
                 equivalent Annual Benefit computed using the interest rate and
                 mortality table (or other tabular factor) specified in the Plan
                 for purposes of determining Actuarial Equivalence for delayed
                 retirement benefits, and the equivalent annual benefit computed
                 using a five percent (5%) interest rate assumption and the
                 Applicable Mortality Table as defined in paragraph 1.10 of the
                 Plan.

         (h)     Notwithstanding anything else in this Article to the contrary,
                 the benefit otherwise accrued or payable to a Participant under
                 this Plan shall be deemed not to exceed the Defined Benefit
                 Dollar Limitation if:

                 (1)    the retirement benefits payable for a Plan Year under
                        any form of benefit with respect to such Participant
                        under this Plan and all other defined benefit plans
                        (regardless of whether terminated) ever maintained by
                        the employer do not exceed $1,000 multiplied by the
                        Participant's number of Years of Service or parts
                        thereof [not to exceed ten (10)] with the Employer; and

                 (2)    the Employer has not at any time maintained a Defined
                        Contribution Plan, a Welfare Benefit Plan, or an
                        individual medical account in which the Participant
                        participated.

                 Notwithstanding the above, in the case of an individual who was
                 a Participant in one or more Defined Benefit Plans of the
                 Employer as of the first day of the first Limitation Year
                 beginning after December 31, 1986, the adjusted Maximum
                 Permissible Amount shall not be less than a Participant's TRA
                 '86 Accrued Benefit, as defined at paragraph 1.89.

                                       69


                 Notwithstanding the above, in the case of an individual who was
                 a Participant in one or more Defined Benefit Plans of the
                 Employer as of the first Limitation Year beginning after
                 December 31, 1994, the adjusted Maximum Permissible Amount
                 shall not be less than the Participant's Retirement Protection
                 Act of 1994 (RPA '94) Old Law Benefit. The Participant's RPA
                 '94 old law benefit is the Participant's Accrued Benefit under
                 the terms of the Plan as of the close of the last Limitation
                 Year beginning before January 1, 1995 (the RPA '94 freeze
                 date), determined as if the Participant had separated from
                 Service as of that date. In determining the amount of a
                 Participant's RPA '94 old law benefit, the following shall be
                 disregarded:

                 (i)    any Plan amendment increasing benefits adopted after the
                        RPA '94 freeze date; and

                 (ii)   any cost of living adjustments that become effective
                        after such date.

A Participant's RPA '94 Old Law Benefit is not increased after the RPA '94
freeze date, but if the limitations of Code Section 415 as in effect on December
7, 1994 are less than the limitations that were applied to determine the
Participant's RPA '94 Old Law Benefit on the RPA '94 freeze date, then the
Participant's RPA '94 Old Law Benefit will be reduced in accordance with such
reduced limitation. If at any date after the RPA '94 freeze date the
Participant's total Plan benefit, before the application of Code Section 415, is
less than the Participant's RPA '94 Old Law Benefit, the RPA '94 Old Law Benefit
will be reduced to the Participant's total Plan benefit.

If the RPA '94 benefit was reduced during the period between the RPA '94 freeze
date and the first day of the first Limitation Year beginning on or after
January 1, 2000 because of Annual Additions credited to a Participant's account
in an existing Defined Contribution Plan, the RPA '94 Old Law Benefit may
increase to the RPA '94 freeze date level as of the first day of the first
Limitation Year beginning on or after January 1, 2000.

Effective on January 1, 1988, and each January 1 thereafter, the $90,000
limitation above will be automatically adjusted to the new dollar limitation
determined by the Commissioner of Internal Revenue for that calendar year. The
new limitation will apply to Limitation Years ending within the calendar year of
the date of the adjustment.

In the case of a Participant who has separated from Service, a Participant's
Highest Average Compensation will be automatically adjusted by multiplying such
Compensation by the cost of living adjustment factor prescribed by the Secretary
of the Treasury under Code Section 415(d) in such manner as the Secretary shall
prescribe. The adjusted Compensation amount will apply to Limitation Years
ending within the calendar year of the date of the adjustment.

                                       70


                                  ARTICLE XIII

                            AMENDMENT AND TERMINATION

13.1     AMENDMENT BY SPONSOR
The Sponsor may amend any or all provisions of this Prototype Defined Benefit
Plan at any time without obtaining the approval or consent of any Employer which
has adopted this Plan and Trust provided that no amendment shall authorize or
permit any part of the corpus or income of the Plan to be used for or diverted
to purposes other than for the exclusive benefit of Participants and their
Beneficiaries, or eliminate an optional form of distribution. For purposes of
Sponsor amendments, the mass submitter of this Basic Plan Document #02 shall be
recognized as the agent of the Sponsor. If the Sponsor does not adopt the
amendments made by the mass submitter, it will no longer be identical to or a
minor modifier of the mass submitter plan.

13.2     AMENDMENT BY EMPLOYER
The Employer may amend any option in the Adoption Agreement, and may include
language as permitted in the Adoption Agreement to satisfy Code Section 415 or
to avoid duplication of minimums under Code Section 416 because of the required
aggregation of multiple plans. The Employer may also adopt certain model
amendments published by the Internal Revenue Service which specifically provide
that their adoption will not cause the Plan to be treated as an individually
designed plan for which the Employer must obtain a separate determination
letter. An Employer that amends the Plan for any other reason, including a
waiver of the minimum funding requirement under Code Section 412(d), will no
longer participate in this Prototype Plan program and will be considered an
individually designed Plan. In such event, all references to the institution or
company as Sponsor shall be deemed null and void.

13.3     PROTECTED BENEFITS
An amendment (including the adoption of this Plan as a restatement of an
existing Plan) may not decrease a Participant's accrued benefit or account
balance except to the extent permitted under Code Section 412(c)(8), and may not
reduce or eliminate a Code Section 411(d)(6) protected benefit (except as
provided by the Code or the Regulations issued thereunder) determined
immediately prior to the date of adoption, or if later, the Effective Date of
the amendment. Where this Plan is being adopted to amend another plan that
contains a protected benefit not provided for in this document, the Employer may
attach an addendum to the Adoption Agreement that describes such protected
benefit which shall be incorporated in the Plan.

13.4     PLAN TERMINATION
Employers shall have the right to terminate their Plans at any time. The Sponsor
shall be given written notice of the Employer intention to terminate the Plan
sixty (60) days in advance. If the Plan is terminated or partially terminated,
the rights of all affected Employees to benefits accrued to the date of such
termination or partial termination (to the extent funded as of such date) shall
vest and become nonforfeitable. In the event of a partial termination, only
those who separate from Service shall be fully vested. In the event of
termination, the Employer shall direct the Trustee with respect to the
distribution of benefits to or for the exclusive benefit of Participants or
their beneficiaries.

The Trustee shall dispose of the Fund in accordance with the written directions
of the Plan Administrator, provided that no liquidation of assets and payment of
benefits, (or provision therefore), shall actually be made by the Trustee until
after it is established by the Employer in a manner satisfactory to the Trustee,
that the applicable requirements, if any, of ERISA and the Code governing the
termination of employee benefit plans, have been or are being, complied with, or
that appropriate authorizations, waivers, exemptions, or variances have been, or
are being obtained.

13.5     ALLOCATION OF ASSETS UPON TERMINATION
If the Plan is terminated, or if there is partial termination, the Fund shall be
allocated on the basis of the costs of benefits due active and retired
Participants, their Spouses or beneficiaries with respect to Service to the date
of termination or partial termination. If the Fund cannot provide such costs in
full, it shall be allocated in the following order of priority, allocations
within the last category for which assets are available, being made in
proportion to the costs within that category for each Participant.

         (a)     Benefits accrued for Participants from Employee contributions.

         (b)     Costs for Participants who have been receiving benefits or who
                 have been eligible to receive Normal Retirement Benefits for
                 more than three (3) years as of the date of termination.

                                       71


         (c)     Costs for Participants who have been receiving benefits or who
                 have been eligible to receive Normal Retirement Benefits for
                 less than three (3) years as of the date of termination.

         (d)     Costs for Participants who were eligible to receive early
                 retirement benefits as of the date of termination.

         (e)     Costs for all other benefits insured by the Pension Benefit
                 Guaranty Corporation.

         (f)     Costs for any other benefits.

If the allocation made pursuant to (e) and (f) above results in discrimination
in favor of Participants who are officers, shareholders, or highly compensated,
then the assets allocated under (e) and (f) shall be reallocated to avoid such
discrimination. All amounts allocated under this paragraph shall be
nonforfeitable. After allocation, the Employer shall determine whether to make
payments from the Fund to the extent the monies so allocated are sufficient, or
whether to purchase immediate or deferred annuities from an insurance company in
whatever amounts the monies so allocated will provide. If the Fund has
sufficient assets to cover the cost of all Accrued Benefits and full settlement
of all such benefits is made through the purchase of a group annuity contract or
through the purchase and distribution of individual annuity contracts or
otherwise, then any balance remaining in the Fund may be either refunded to the
Employer or allocated to Participants as specified in Section XIX of the
Adoption Agreement. In the event of a reversion to the Employer, the Employer
has the right to either increase benefits under this Plan by twenty percent
(20%) of the reversion amount or transfer twenty-five percent (25%) of the
reversion amount to a replacement plan.

If upon Plan termination all Plan liabilities are satisfied, any excess assets
arising from erroneous actuarial computation will revert to the Employer.

13.6     EARLY TERMINATION PROVISIONS

         (a)     Prior to the date the pre-termination restrictions in paragraph
                 13.5 are effective, Employer contributions on behalf of any of
                 the twenty-five (25) highest paid Employees at the time the
                 Plan is established and whose anticipated Annual Benefit
                 exceeds $1,500 will be restricted as provided in paragraph
                 13.6(b) upon the occurrence of the following conditions:

                 (1)    the Plan is terminated within ten (10) years after its
                        establishment;

                 (2)    the benefits of such highest paid Employee become
                        payable within ten (10) years after the establishment of
                        the Plan; or

                 (3)    if Code Section 412 [without regard to Code Section
                        412(h)(2)] does not apply to this Plan, the benefits of
                        such Employee become payable after the Plan has been in
                        effect for ten years, and the full current costs of the
                        Plan for the first ten (10) years have not been funded.

         (b)     Employer contributions which may be used for the benefit of an
                 Employee described in paragraph 13.6(a) shall not exceed the
                 greater of $20,000, or twenty percent (20%) of the first
                 $50,000 of the Employee's Compensation multiplied by the number
                 of years between the date of the establishment of the Plan and:

                 (1)    the date of the termination of the Plan if 13.6(a)(1)
                        applies,

                 (2)    the date the benefits become payable if 13.6(a)(2)
                        applies, or

                 (3)    the date of the failure to meet the full current costs
                        if 13.6(a)(3) applies.

         (c)     If the Plan is amended so as to increase the benefit actually
                 payable in event of the subsequent termination of the Plan, or
                 the subsequent discontinuance of contributions thereunder, then
                 the provisions of the above paragraphs shall be applied to the
                 Plan as so changed as if it were a new Plan established on the
                 date of the change. The original group of twenty-five (25)
                 Employees [as described in 13.6(a) above] will continue to have
                 the limitations in 13.6(b) apply as if the Plan had not been
                 changed. The restrictions relating to the change of Plan should
                 apply to benefits or funds for each of the twenty-five (25)
                 highest paid Employees on the Effective Date of the change
                 except that such restrictions need not apply with respect to
                 any Employee in this group for whom the normal annual

                                       72


                 pension or annuity provided by the Employer contributions prior
                 to that date and during the ensuing ten (10) years, based on
                 his or her rate of Compensation on that date, could not exceed
                 $1,500.

                 The Employer contributions which may be used for the benefit of
                 the new group of twenty-five (25) Employees will be limited to
                 the greater of:

                 (1)    the Employer contributions (or funds attributable
                        thereto) which would have been applied to provide the
                        benefits for the Employee if the previous Plan had been
                        continued without change,

                 (2)    $20,000, or

                 (3)    the sum of (A) the Employer contributions (or funds
                        attributable thereto) which would have been applied to
                        provide benefits for the Employee under the previous
                        Plan if it had been terminated the date before the
                        Effective Date of change, and (B) an amount computed by
                        multiplying the number of years for which the current
                        costs of the Plan after that date are met by twenty
                        percent (20%) of his or her annual Compensation, or
                        $10,000, whichever is smaller.

         (d)     Notwithstanding the above limitations, the following
                 limitations will apply if they would result in a greater amount
                 of Employer contributions to be used for the benefit of the
                 restricted Employee:

                 (1)    in the case of a substantial owner [as defined in
                        Section 4022(b)(5) of the Employee Retirement Income
                        Security Act, (ERISA)], a dollar amount which equals the
                        Present Value of the benefit guaranteed for such
                        Employee under Section 4022 of ERISA, or if the Plan has
                        not terminated, the Present Value of the benefit that
                        would be guaranteed if the Plan terminated on the date
                        the benefit commences, determined in accordance with
                        regulations of the Pension Benefit Guaranty Corporation
                        (PBGC), and

                 (2)    in the case of the other restricted Employees, a dollar
                        amount which equals the present value of the maximum
                        benefit described in Section 4022(b)(3)(B) of ERISA
                        (determined on the earlier of the date the Plan
                        terminates or the date benefits commence, and determined
                        in accordance with regulations of the PBGC) without
                        regard to any other limitations in Section 4022 of
                        ERISA.

         (e)     If, as of the date of this Plan terminates, the value of Plan
                 assets is not less than the Present Value of all Accrued
                 Benefits (whether or not nonforfeitable) distributions of
                 assets to each Participant equal to the Present Value of that
                 Participant's Accrued Benefit will not be discriminatory if the
                 formula for computing benefits as of the date of termination is
                 not discriminatory. All Present Values and the value of Plan
                 assets will be computed using assumptions satisfying Section
                 4044 of ERISA. Upon the occurrence of the above situation, the
                 amount by which the value of Plan assets exceeds the Present
                 Value of Accrued Benefits (whether or not nonforfeitable) will
                 revert to the Employer.

         (f)     Notwithstanding the otherwise applicable restrictions on
                 distributions of benefits incident to early Plan termination, a
                 Participant's otherwise restricted benefit may be distributed
                 in full upon depositing with an acceptable depository property
                 having a fair market value equal to 125% of the amount which
                 would be repayable had the Plan terminated on the date of the
                 lump sum distribution. If the market value of the property held
                 by the depository falls below 110% of the amount which would be
                 repayable if the Plan were then to terminate, additional
                 property necessary to bring the value of the property held by
                 the depository up to 125% of such amount will be deposited.

13.7     EARLY TERMINATION RESTRICTIONS
In the event of Plan termination, the benefit of any Highly Compensated active
or former Employee is limited to a benefit that is nondiscriminatory under Code
Section 401(a)(4).

         (a)     For Plan Years beginning on or after the date set forth in the
                 Adoption Agreement, benefits distributed to any of the
                 twenty-five (25) most Highly Compensated active and former
                 Highly Compensated Employees, with the greatest Compensation in
                 the current or any prior Plan Year, are restricted such that
                 the annual payments are no greater than an amount equal to the
                 payment that would be made on behalf of the Employee under a
                 Straight Life Annuity that is the Actuarial Equivalent of the
                 sum of the

                                       73


                 Employee's Accrued Benefit and the Employee's other benefits
                 under the Plan [other than a social security supplement within
                 the meaning of Regulations Section 1.411(a)-7(c)(4)(ii)], and
                 the amount the Employee is entitled to receive under social
                 security.

         (b)     The preceding sub-paragraph (a) shall not apply if:

                 (1)    after payment of the benefit to an Employee described in
                        the preceding paragraph, the value of Plan assets equals
                        or exceeds 110% of the value of current liabilities, as
                        defined in Code Section 412(1)(7), or

                 (2)    the value of the benefits for an Employee described
                        above is less than one percent (1%) of the value of
                        current liabilities before distribution, or

                 (3)    the value of the benefits payable under the Plan to an
                        Employee described above does not exceed $3,500.

         (c)     An Employee's otherwise restricted benefit may be distributed
                 in full to the affected Employee if prior to the receipt of the
                 restricted amount, the Employee enters into a written agreement
                 with the Plan Administrator to secure repayment to the Plan of
                 the restricted amount. The restricted amount is the excess of
                 the amounts distributed to the Employee (accumulated with
                 reasonable interest) over the amounts that could have been
                 distributed to the Employee under a Straight Life Annuity
                 described in sub-paragraph (a) above (accumulated with
                 reasonable interest). The Employee may secure repayment of the
                 restricted amount upon distribution by:

                 (1)    entering into an agreement for promptly depositing in
                        escrow with an acceptable depository property having a
                        fair market value equal to at least 125% of the
                        restricted amount,

                 (2)    providing a bank letter of credit in an amount equal to
                        at least 100% of the restricted amount, or

                 (3)    posting a bond equal to at least 100% of the restricted
                        amount.

                 If the Employee elects to post the bond, the bond will be
                 furnished by an insurance company, bonding company or other
                 surety for federal bonds.

         (d)     The escrow arrangement may provide that an Employee may
                 withdraw amounts in excess of 125% of the restricted amount. If
                 the market value of the property in the escrow account falls
                 below 110% of the remaining restricted amount, the Employee
                 must deposit additional property to bring the value of the
                 property held by the depository up to 125% of the restricted
                 amount. The escrow arrangement may provide that the Employee
                 may have the right to receive any income from the property
                 placed in escrow, subject to the Employee's obligation to
                 deposit additional property, as set forth in the preceding
                 sentence.

         (e)     A surety or bank may release any liability on a bond or letter
                 of credit in excess of 100% of the restricted amount.

         (f)     If the Plan Administrator certifies to the depository, surety
                 or bank that the Employee (or the Employee's estate) is no
                 longer obligated to repay any restricted amount, the depository
                 may redeliver to the Employee any property held under the
                 escrow agreement, and a surety or bank may release any
                 liability on an Employee's bond or letter of credit.

For purposes of this paragraph, benefit includes loans in excess of the amount
set forth in Code Section 72(p)(2)(A), any periodic income, any withdrawal
values payable to a living Employee, and any death benefits not provided for by
insurance on the Employee's life.

13.8     QUALIFICATION OF EMPLOYER'S PLAN
If the adopting Employer fails to obtain or retain applicable Internal Revenue
Service qualification as a Prototype Plan, such Employer's Plan shall no longer
participate in this Prototype Defined Benefit Plan and will be considered an
individually designed plan.

                                       74


13.9     MERGERS AND CONSOLIDATIONS

         (a)     In the case of any merger or consolidation of the Employer's
                 Plan with, or transfer of assets or liabilities of the
                 Employer's Plan to any other plan, Participants in the
                 Employer's Plan shall be entitled to receive benefits
                 immediately after the merger, consolidation, or transfer which
                 are equal to or greater than the benefits they would have been
                 entitled to receive immediately before the merger,
                 consolidation, or transfer if the Plan had then terminated.

         (b)     Any corporation into which the Trustee, Custodian or any
                 successor thereto may be merged or with which it may be
                 consolidated, or any corporation resulting from any merger or
                 consolidation to which the Trustee, Custodian or any successor
                 thereto may be a party, or any corporation to which all or
                 substantially all the business of the Trustee, Custodian or any
                 successor thereto may be transferred, shall automatically be
                 the successor of such Trustee without the filing of any
                 instrument or performance of any further act, before any court.

13.10    RESIGNATION AND REMOVAL
The Trustee/Custodian may resign by written notice to the Employer which shall
be effective sixty (60) days after delivery. The Employer may also discharge any
Trustee/Custodian upon sixty (60) days notice. In either case, the Employer will
appoint a successor trustee or custodian. The Trustee/Custodian shall deliver
the Fund to its successor on the effective date of the resignation or removal,
or as soon thereafter as practicable, provided that this shall not waive any
lien the Trustee/Custodian may have upon the Fund for its compensation or
expenses. The Employer may discontinue its participation in this Prototype Plan
effective upon sixty (60) days written notice to the Sponsor. In such event the
Employer shall, prior to the effective date thereof, amend the Plan to eliminate
any reference to this Prototype Plan.

Following the effective date of the notice of termination, the Trustee/Custodian
shall have no further responsibility for providing services to the Employer or
the Plan. If the Employer fails to amend the Plan and appoint a successor
trustee/custodian within the said sixty (60) days, or such longer period as the
Trustee/Custodian may specify in writing, the Plan shall be deemed individually
designed and the Employer shall be deemed the successor trustee/custodian as the
case may be. In such event, the Sponsor may continue to hold custody of the
assets of the Plan until such time as appropriate arrangements have been made
for the security of the Plan assets, but upon notification thereof to Plan
Participants, shall no longer have any responsibility for the investment of Plan
assets.

13.11    QUALIFICATION OF PROTOTYPE
The Sponsor intends that this Prototype Defined Benefit Plan will meet the
requirements of the Code as a qualified Defined Benefit Plan. Should the
Commissioner of Internal Revenue or any delegate of the Commissioner at any time
determine that the Prototype Defined Benefit Plan fails to meet the requirements
of the Code, the Sponsor will amend the Basic Plan Document #02 to maintain its
qualified status.

                                       75


                                   ARTICLE XIV

                                  GOVERNING LAW

14.1     GOVERNING LAW
Construction, validity and administration of the Prototype Defined Benefit Plan,
and any Employer Plan established under the terms of this Plan and accompanying
Adoption Agreement, shall be governed by Federal law to the extent applicable
and to the extent not applicable by the laws of the State or Commonwealth in
which the principal office of the Prototype Sponsor or its affiliate is located.

14.2     STATE COMMUNITY PROPERTY LAWS
The terms and conditions of the Prototype Defined Benefit Plan and any
Employer's Plan established under the terms of this Basic Plan Document #02 and
accompanying Adoption Agreement shall be applicable without regard to community
property laws of any state.

                                       76


                                    AMENDMENT
                                     TO THE
                         PROTOTYPE DEFINED BENEFIT PLAN
                             BASIC PLAN DOCUMENT #02

The Employer named in the Adoption Agreement hereby amends the Plan to reflect
certain provisions of the Economic Growth and Tax Relief Reconciliation Act of
2001 ("EGTRRA"). This amendment is intended as a good faith compliance with the
requirements of EGTRRA and is to be construed in accordance with EGTRRA and
guidance issued thereunder. This amendment shall supersede the provisions of the
Basic Plan Document #02 to the extent those provisions are inconsistent with the
provisions of this amendment. The Basic Plan Document #02 is hereby amended as
follows:

1.       Paragraph 1.15 of the Basic Plan Document #02 entitled "Compensation",
         under the paragraph entitled "Limitation on Compensation" is amended
         effective for Plan Years beginning after December 31, 2001, by the
         addition of the following at the end of the paragraph:

         "Unless specified otherwise in the Adoption Agreement, for purposes of
         determining benefit accruals in Plan Years ending after December 31,
         2001, Compensation even for Plan Years ending before the 2001 Plan Year
         shall be $200,000, as adjusted. The cost-of-living adjustment in effect
         for a calendar year applies to annual Compensation for the
         determination period that begins with or within such calendar year."

2.       Paragraph 1.19 of the Basic Plan Document #02 entitled "Defined Benefit
         Dollar Limitation" is amended by the addition of the following
         sub-paragraph at the end thereof:

         "For Limitation Years ending after December 31, 2001, the "Defined
         Benefit Dollar Limitation" is $160,000, as adjusted. Said Defined
         Benefit Dollar Limitation shall be effective January 1 of each year and
         is determined under Code Section 415(d) in such manner as the Secretary
         shall prescribe, and is payable in the form of a Straight Life Annuity.
         A limitation as adjusted under Code Section 415(d) will apply to
         Limitation Years ending with or within the calendar year for which the
         adjustment applies."

3.       Paragraph 1.34 of the Basic Plan Document #02 entitled "Eligible
         Retirement Plan" is amended by the addition of the following at the end
         thereof:

         "The following shall apply only to distributions made after December
         31, 2001. For purposes of the Direct Rollover provisions in paragraph
         4.5 of the Plan, an Eligible Retirement Plan shall also mean an annuity
         contract described in Code Section 403(b) and an eligible plan under
         Code Section 457(b) which is maintained by a state, political
         subdivision of a state, or any agency or instrumentality of a state or
         political subdivision of a state which agrees to separately account for
         amounts transferred into such plan from this Plan. The definition of
         Eligible Retirement Plan shall also apply in the case of a distribution
         to a surviving Spouse, or to a Spouse or former Spouse who is the
         alternate payee under a Qualified Domestic Relations Order, as defined
         in Code Section 414(p).

         For purposes of the Direct Rollover provisions in paragraph 4.5 of the
         Plan, a portion of the distribution shall not fail to be an Eligible
         Rollover Distribution merely because the portion consists of Voluntary
         After-tax Contributions that are not includible in gross income.
         However, such portion may be transferred only to an individual
         retirement account or annuity described in Code Section 408(a) or (b),
         or to a qualified Defined Contribution Plan described in Code Section
         401(a) or 403(a) that agrees to separately account for amounts so
         transferred, including separately accounting for the portion of such
         distribution which is includible in gross income and the portion of
         such distribution which is not so includible."

4.       Paragraph 1.50 of the Basic Plan Document #02 entitled "Key Employee",
         is deleted in its entirety and replaced with the following for Plan
         Years beginning after December 31, 2001:

         "1.50 KEY EMPLOYEE Key Employee means any Employee or former Employee
         (including any deceased Employee) who at any time during the Plan Year
         that includes the determination date was an officer of the Employer
         having annual Compensation greater than $130,000 [as adjusted under
         Code Section 416(i)(1) for Plan Years beginning after December 31,
         2002], a five percent (5%) owner of the Employer, or a one percent (1%)
         owner of the Employer having annual Compensation of more than $150,000.
         For this purpose, annual Compensation means Compensation within the
         meaning of Code Section 415(c)(3). The determination of who

                                       77


         is a Key Employee will be made in accordance with Code Section
         416(i)(1) and the applicable Regulations and other guidance of general
         applicability issued thereunder."

5.       Paragraph 1.54 of the Basic Plan Document #02 entitled "Maximum
         Permissible Amount", is amended by the addition of the following
         sub-paragraphs (g) - (k):

         "(g)    The "Maximum Permissible Amount" is the lesser of the Defined
                 Benefit Dollar Limitation or the defined benefit compensation
                 limitation [both adjusted where required, as provided in (h)
                 and, if applicable, in (i) or (j) below].

         (h)     If the Participant has fewer than 10 Years of Participation in
                 the Plan, the Defined Benefit Dollar Limitation shall be
                 multiplied by a fraction, (1) the numerator of which is the
                 number of Years (or part thereof) of Participation in the Plan
                 and (2) the denominator of which is 10. In the case of a
                 Participant who has fewer than 10 Years of Service with the
                 Employer, the defined benefit compensation limitation shall be
                 multiplied by a fraction, (1) the numerator of which is the
                 number of Years (or part thereof) of Service with the Employer
                 and (2) the denominator of which is 10.

         (i)     If the benefit of a Participant begins prior to age 62, the
                 Defined Benefit Dollar Limitation applicable to the Participant
                 at such earlier age is an Annual Benefit payable in the form of
                 a Straight Life Annuity beginning at the earlier age that is
                 the Actuarial Equivalent of the Defined Benefit Dollar
                 Limitation applicable to the Participant at age 62 [adjusted
                 under (h) above, if required]. The Defined Benefit Dollar
                 Limitation applicable at an age prior to age 62 is determined
                 as the lesser of (1) the Actuarial Equivalent (at such age) of
                 the Defined Benefit Dollar Limitation computed using the
                 interest rate and mortality table (or other tabular factor)
                 specified in Section III(B) of the Adoption Agreement and (2)
                 the Actuarial Equivalent (at such age) of the Defined Benefit
                 Dollar Limitation computed using a 5% interest rate and the
                 applicable mortality table as defined in Section III(B) of the
                 Adoption Agreement. Any decrease in the Defined Benefit Dollar
                 Limitation determined in accordance with this paragraph (i)
                 shall not reflect a mortality decrement if benefits are not
                 forfeited upon the death of the Participant. If any benefits
                 are forfeited upon death, the full mortality decrement is taken
                 into account.

         (j)     If the benefit of a Participant begins after the Participant
                 attains age 65, the Defined Benefit Dollar Limitation
                 applicable to the Participant at the later age is the Annual
                 Benefit payable in the form of a Straight Life Annuity
                 beginning at the later age that is actuarially equivalent to
                 the Defined Benefit Dollar Limitation applicable to the
                 Participant at age 65 [adjusted under (i) above, if required].
                 The Actuarial Equivalent of the Defined Benefit Dollar
                 Limitation applicable at an age after age 65 is determined as
                 (1) the lesser of the Actuarial Equivalent (at such age) of the
                 Defined Benefit Dollar Limitation computed using the interest
                 rate and mortality table (or other tabular factor) specified in
                 Section III(B) of the Adoption Agreement and (2) the Actuarial
                 Equivalent (at such age) of the Defined Benefit Dollar
                 Limitation computed using a 5% interest rate assumption and the
                 applicable mortality table as defined in Section III(B) of the
                 Adoption Agreement. For these purposes, mortality between age
                 65 and the age at which benefits commence shall be ignored.

         (k)     Unless indicated otherwise in the Adoption Agreement, benefit
                 increases resulting from the increase in the above limitations
                 will be provided to all Participants who have one Hour of
                 Service on or after the first day of the first Plan Year ending
                 after December 31, 2001."

6.       Paragraph 4.3 of the Basic Plan Document #02 entitled "Rollover
         Contributions", is amended by the addition of the following paragraph
         (f) which shall read as follows:

         "(f)    If elected by the Employer in the Adoption Agreement, the Plan
                 will accept Participant Rollover Contributions and/or Direct
                 Rollovers of distributions made after December 31, 2001, from
                 the types of plans specified in the Adoption Agreement,
                 beginning on the Effective Date specified in the Adoption
                 Agreement."

7.       Paragraph 4.5 of the Basic Plan Document #02 entitled "Direct Rollover
         of Benefits", is amended effective January 1, 2002 by the addition of
         the following paragraph:

         "The following shall apply only to distributions made after December
         31, 2001. For purposes of the Direct Rollover provisions in this
         paragraph 4.5 of the Plan, an Eligible Retirement Plan shall also mean
         an annuity

                                       78


         contract described in Code Section 403(b) and an eligible plan under
         Code Section 457(b) which is maintained by a state, political
         subdivision of a state, or any agency or instrumentality of a state or
         political subdivision of a state which agrees to separately account for
         amounts transferred into such plan from this Plan. The definition of
         Eligible Retirement Plan shall also apply in the case of a distribution
         to a surviving Spouse, or to a Spouse or former Spouse who is the
         alternate payee under a Qualified Domestic Relations Order, as defined
         in Code Section 414(p).

         For purposes of the Direct Rollover provisions in this paragraph 4.5 of
         the Plan, a portion of the distribution shall not fail to be an
         Eligible Rollover Distribution merely because the portion consists of
         Voluntary After-tax Contributions that are not includible in gross
         income. However, such portion may be transferred only to an individual
         retirement account or annuity described in Code Section 408(a) or (b),
         or to a qualified Defined Contribution Plan described in Code Section
         401(a) or 403(a) that agrees to separately account for amounts so
         transferred, including separately accounting for the portion of such
         distribution which is includible in gross income and the portion of
         such distribution which is not so includible."

8.       Effective as of the date set forth in the Adoption Agreement in the
         section entitled "Treatment of Rollovers in Application of Involuntary
         Cash-out Provisions", paragraph 4.10 of the Basic Plan Document #02
         entitled "Withdrawal on Termination of Employment " is amended by the
         addition of the following at the end thereof:

         "If elected by the Employer in the Adoption Agreement, the value of a
         Participant's Vested Accrued Benefit shall be determined without regard
         to that portion of the Accrued Benefit that is attributable to Rollover
         Contributions (and the earnings allocable thereto) within the meaning
         of Code Sections 402(c), 403(a)(4), 403(b)(8), 408(d)(3)(A)(ii) and
         457(e)(16). If the value of the Participant's Vested Accrued Benefit as
         so determined is $5,000 or less, the Plan shall, within normal
         administrative policy, immediately distribute the Participant's entire
         nonforfeitable Accrued Benefit."

9.       Paragraph 10.7 of the basic plan document #02 entitled "participant
         loans" is amended effective January 1, 2001 by deleting the language at
         subsection (i) and replacing it with the following:

         "(i)    effective for plan loans made after December 31, 2001, plan
                 provisions prohibiting loans to any owner-employee or
                 shareholder employee shall cease to apply."

10.      Paragraph 12.2 of the Basic Plan Document #02 entitled "Minimum
         Benefit" is amended for Plan Years beginning after December 31, 2001 by
         the addition of the following new subparagraphs at the end of the
         paragraph that shall read as follows:

         "CONTRIBUTIONS UNDER OTHER PLANS - The Employer may provide in the
         Adoption Agreement that the minimum benefit requirement shall be met in
         another plan, including another plan that consists solely of a cash or
         deferred arrangement which meets the requirements of Code Section
         401(k)(12) and Matching Contributions that meet the requirements of
         Code Section 401(m)(11).

         DETERMINING YEARS OF TOP-HEAVY SERVICE - For purposes of satisfying the
         minimum benefit requirements of Code Section 416(c)(1) and the Plan, in
         determining Years of Service with the Employer, any Service with the
         Employer shall be disregarded to the extent that such Service occurs
         during a Plan Year when the Plan benefits [within the meaning of Code
         Section 410(b)] no Key Employee or former Key Employee."

11.      Paragraph 12.5 of Basic Plan Document #02 entitled "Benefit Reduction
         Resulting From Aggregation" shall be amended by the addition of a new
         sub-paragraph at the end thereof that shall read as follows:

         "The provisions of this paragraph 12.5 shall be superceded by the
         amended definition of Maximum Permissible Amount for Plan Years
         beginning after 2001."

12.      This paragraph shall apply for purposes of determining whether the Plan
         is a Top-Heavy Plan under Code Section 416(g) for Plan Years beginning
         after December 31, 2001, and whether the Plan satisfies the minimum
         benefits requirements of Code Section 416(c) for such years. This
         section amends Article XII of the Basic Plan Document #02 by adding
         paragraph 12.6 entitled "Determination of Top-Heavy Status". The
         paragraph shall read as follows:

                                       79


         "12.6   DETERMINATION OF TOP-HEAVY STATUS

                 (a)    DETERMINATION OF PRESENT VALUES AND AMOUNTS - This
                        paragraph 12.6 shall apply for purposes of determining
                        the Present Values of Accrued Benefits and the amounts
                        of account balances of Employees as of the Top-Heavy
                        Determination Date.

                 (b)    DISTRIBUTIONS DURING THE PLAN YEAR ENDING ON THE
                        TOP-HEAVY DETERMINATION DATE - The Present Value of
                        Accrued Benefits and the amounts of account balances of
                        an Employee as of the Top-Heavy Determination Date shall
                        be increased by the distributions made with respect to
                        the Employee under the Plan and any plan aggregated with
                        this Plan under Code Section 416(g)(2) during the 1-year
                        period ending on the Top-Heavy Determination Date. The
                        preceding sentence shall also apply to distributions
                        under a terminated plan which, had it not been
                        terminated, would have been aggregated with this Plan
                        under Code Section 416(g)(2)(A)(i). In the case of a
                        distribution made for a reason other than separation
                        from Service, death, or Disability, this provision shall
                        be applied by substituting "5-year period" for "1-year
                        period".

                 (c)    EMPLOYEES NOT PERFORMING SERVICES DURING THE PLAN YEAR
                        ENDING ON THE TOP-HEAVY DETERMINATION DATE - The Accrued
                        Benefits and accounts of any individual who has not
                        performed services for the Employer during the 1-year
                        period ending on the Top-Heavy Determination Date shall
                        not be taken into account."

13.      A new Paragraph 5.16 entitled "Application of the 1994 Group Annuity
         Reserving Table" is added at the end of Article V that shall read as
         follows:

         "5.16   APPLICATION OF THE 1994 GROUP ANNUITY RESERVING TABLE

                 (a)    Unless indicated otherwise in the Adoption Agreement,
                        this paragraph will apply to distributions with Annuity
                        Starting Dates on or after December 31, 2001.

                 (b)    Notwithstanding any other Plan provisions to the
                        contrary, the applicable mortality table used for
                        purposes of adjusting any benefit or limitation under
                        Code Sections 415(b)(2)(B), (C), or (D) as set forth in
                        Section III(B) of the Adoption Agreement and the
                        applicable mortality table used for purposes of
                        satisfying the requirements of Code Section 417(e) as
                        set forth in Section III(B) of the Adoption Agreement is
                        the table prescribed in Revenue Ruling 2001-62.

                        However, in lieu of the sub-paragraph immediately above,
                        if the Plan uses the applicable mortality table for
                        reasons other than those listed above, then
                        notwithstanding any other Plan provisions to the
                        contrary, any reference in the Plan to the mortality
                        table prescribed in Revenue Ruling 95-6 shall be
                        construed as a reference to the mortality table
                        prescribed in Revenue Ruling 2001-62 for all purposes
                        under the Plan."

                 (c)    For any distribution with an Annuity Starting Date on or
                        after the effective date of this paragraph and before
                        the adoption date of this paragraph, if application of
                        the amendment as of the Annuity Starting Date would have
                        caused a reduction in the amount of any distribution,
                        such reduction is not reflected in any payment made
                        before the adoption date of this paragraph. However, the
                        amount of any such reduction that is required under
                        Section 415(b)(2)(B) of the Internal Revenue Code must
                        be reflected actuarially over any remaining payments to
                        the Participant.

                                       80

EX-10.5.1

                                                                  Exhibit 10.5.1

                              EMPLOYMENT AGREEMENT

      THIS AGREEMENT (the "Agreement") made this ____________day of ___________,
2006, by and between HAMPDEN BANK, a Massachusetts-chartered savings bank, with
its principal administrative office at 19 Harrison Avenue, Springfield, MA 01102
(the "Bank"), HAMPDEN BANCORP, INC., a corporation organized under the laws of
the State of Delaware, the holding company for the Bank (the "Holding Company"),
and THOMAS R. BURTON (the "Executive").

      WHEREAS, Executive serves in a position of substantial responsibility; and

      WHEREAS, the Bank wishes to assure Executive's services for the term of
this Agreement; and

      WHEREAS, Executive is willing to serve in the employ of the Bank during
the term of this Agreement.

      NOW, THEREFORE, in consideration of the mutual promises, terms,
provisions, and conditions contained in this Agreement, the parties hereby agree
as follows:

      1. EMPLOYMENT.

      (a) POSITION. Executive is employed as the President and Chief Executive
Officer of the Bank. Executive will perform all duties and shall have all powers
commonly incident to the offices of President and CEO of the Bank or which,
consistent with those offices, are delegated to him by the Board of Directors of
the Bank (the "Board"). During the term of this Agreement, Executive also agrees
to serve, if elected, as an officer and/or director of any subsidiary or
affiliate of the Bank or the Holding Company and to carry out the duties and
responsibilities reasonably appropriate to those offices.

      (b) TERM. The period of Executive's employment under this Agreement shall
be deemed to have commenced as of the date written above and shall continue for
a period of thirty-six (36) full calendar months ("Initial Term"), or until the
employment relationship is terminated pursuant to Sections 3 or 4 hereof. Upon
the expiration of the Initial Term, this Agreement will be renewed automatically
for successive thirty-six-month periods ("Renewal Terms"), unless the Board or
Executive elects not to extend the term of the Agreement by giving written
notice to the other party in accordance with the terms of this Agreement.
Executive's employment shall continue during such Renewal Terms until the
employment relationship is terminated pursuant to Sections 3 or 4 hereof.

      (c) DEVOTION TO DUTIES AND LOYALTY. While Executive is employed hereunder,
he will: (i) use his best efforts, skill and abilities to perform faithfully all
duties assigned to him pursuant to this Agreement, (ii) devote his full business
time and energies to the business and the affairs of the Bank; (iii) not render
any similar services for his own account or any other person or entity without
the prior written consent of the Bank; and (iv) not undertake any other
full-time employment from any person or entity without prior written consent of
the Bank. However, from time to time, Executive may, with the permission of the
Board, serve on the boards of directors of, and hold any other offices or
positions in, companies or organizations that will not present any conflict of
interest with the Bank or any of its

                                       1


subsidiaries or affiliates, unfavorably affect the performance of the
Executive's duties pursuant to this Agreement, or violate any applicable statute
or regulation.

      2. COMPENSATION.

      (a) BASE SALARY. The Bank agrees to pay Executive a base salary at the
annual rate of $ per year (less applicable withholding taxes), payable in
accordance with the Bank's customary payroll practices.

             (1) The Board shall review annually the rate of the Executive's
             base salary based upon factors they deem relevant, and may maintain
             or increase his base salary, in its discretion. In addition, the
             Board may decrease the base salary in the event that the Board
             determines that financial exigencies require such decrease,
             provided that the compensation of all executives of the Bank is
             also reduced at the same time in a substantially commensurate
             manner.

             (2) In the absence of action by the Board, the Executive shall
             continue to receive a base salary at the annual rate specified on
             the Effective Date or, if another rate has been established under
             the provisions of this Section 2, the rate last properly
             established by action of the Board under the provisions of this
             Section 2.

      (b) BONUSES. Executive shall be eligible to participate in discretionary
bonuses or other discretionary incentive compensation programs that the Bank may
award from time to time to Executives pursuant to bonus plans or otherwise.

      (c) STOCK-BASED COMPENSATION. The Executive will be eligible to
participate in the Bank's Employee Stock Ownership Plan and to be considered by
the Board for grants or awards of stock options or other stock-based
compensation under any stock-based incentive plans that the Bank elects to
implement. All such grants or awards shall be governed by the relevant plan
documents and requirements and shall be evidenced by the Bank's then-standard
form of stock option, restricted stock or other applicable agreement.

      (d) BENEFIT PLANS. Executive shall be eligible to participate in such
life insurance, medical, dental, pension, profit sharing, and retirement plans
and other programs and arrangements as may be approved from time to time by the
Bank for the benefit of its employees.

      (e) VACATIONS AND LEAVE. The Executive shall be entitled to accrue and
take four (4) weeks of vacation each year at such times as shall be consistent
with the Bank's vacation policies and, in the Bank's judgment, with the Bank's
vacation schedule for senior executives and other employees. Vacation leave
cannot be accumulated from year to year. The Executive also shall be entitled to
other paid sick, personal or other leave in accordance with the Bank's policy
for senior executives, or otherwise as approved by the Board. In addition to
paid vacation and other leave, the Board may grant to the Executive a leave or
leaves of absence, with or without pay, at such time or times and upon such
terms and conditions as the Board in its discretion may determine.

      (f) EXPENSE PAYMENTS AND REIMBURSEMENTS. Executive shall be reimbursed for
all reasonable out-of-pocket business expenses that Executive shall incur in
connection with his

                                       2


services under this Agreement upon substantiation of such expenses in accordance
with applicable policies of the Bank.

      (g) AUTOMOBILE ALLOWANCE. During the term of this Agreement, the Executive
shall be entitled to the use of a Bank-owned automobile. The Bank shall provide
car insurance, maintenance and gas for said automobile. Executive shall comply
with all reasonable reporting and expense limitations on the use of such
automobile as may be established by the Bank from time to time, and the Bank
shall annually include on Executive's Form W-2 any amount of income attributable
to Executive's personal use of such automobile.

      3. TERMINATION AND TERMINATION PAY.

      Executive's employment under this Agreement may be terminated in the
following circumstances:

      (a) DEATH. Executive's employment under this Agreement will terminate upon
Executive's death during the term of this Agreement. Upon any termination for
death, Executive's estate will receive (1) Executive's base salary through the
effective date of termination, (2) payment of any bonuses or incentive
compensation with respect to the fiscal year ended prior to the fiscal year in
which the termination date occurs that was earned and unpaid, and (3)
reimbursement of all expenses for which Executive is entitled to be reimbursed
pursuant to Section 2 hereof, but for which he has not yet been reimbursed
(collectively, the "Accrued Compensation.").

      (b) RETIREMENT. This Agreement will terminate upon Executive's retirement
under the retirement benefit plan or plans in which Executive participates
pursuant to Section 2(c) of this Agreement or otherwise. Upon any termination
for retirement, Executive will receive all Accrued Compensation.

      (c) DISABILITY. The Board or Executive may terminate Executive's
employment after having determined that Executive has a Disability. For purposes
of this Agreement, "Disability" shall have the same meaning given to such term
under the Bank's Long-Term Disability plan as in effect from time to time, or,
if no such plan is then in effect, the meaning described in Section 22(c)(3) of
the Internal Revenue Code (the "Code").

      Upon any termination for disability, Executive will no longer be obligated
to perform services under this Agreement. The Bank further will pay Executive,
as Disability pay, an amount equal to one-hundred percent (100%) of Executive's
bi-weekly rate of base salary in effect as of the date of Executive's
termination of employment due to Disability. The Bank will make Disability
payments on a monthly basis commencing on the first day of the month following
the effective date of Executive's termination of employment due to Disability
and ending on the earlier of: (A) the date Executive returns to full-time
employment in the same capacity as he was employed prior to Executive's
termination for Disability; (B) Executive's death; (C) Executive's attainment of
age 65; or (D) the date this Agreement would have expired had Executive's
employment not terminated by reason of Disability. Such payments shall be
reduced by the amount of any short- or long-term disability benefits payable to
Executive under any other disability programs sponsored by the Bank or its
affiliates. In addition, during any period of Executive's Disability, the Bank
will continue to provide Executive and his dependents, to the greatest extent
possible, with continued coverage under all benefit plans (including, without
limitation, retirement plans and medical, dental and life

                                       3


insurance plans) in which Executive and/or his dependents participated prior to
Executive's Disability on the same terms as if he remained actively employed by
the Bank.

      (d) TERMINATION FOR CAUSE. The Board may, by written notice to Executive,
immediately terminate his employment at any time for "Cause." Upon termination
for Cause, Executive shall receive all Accrued Compensation. Termination for
Cause shall mean termination because of, in the good faith determination of the
Board, Executive's:

             (1) Act of dishonesty, falsification of Bank or Holding Company
             documents, or other intentional misrepresentation related to
             business matters of the Bank or the Holding Company;

             (2) Incompetence;

             (3) Willful misconduct or action in bad faith;

             (4) Breach of fiduciary duty;

             (5) Failure to substantially perform his stated duties and
             obligations to the Bank, including, but not limited to, one or more
             acts of gross negligence;

             (6) Willful violation of any law, rule or regulation (other than
             traffic violations or similar offenses) that reflects adversely on
             the reputation of the Bank or the Holding Company, any felony
             conviction, any violation of law involving moral turpitude, or any
             violation of a final cease-and-desist order;

             (7) Commission of any tortious act, unlawful act or malfeasance
             that causes or reasonably could cause harm to the Bank or the
             Holding Company;

             (8) Material breach of any provision of this Agreement, or the
             written policies of the Bank and/or Holding Company (including, but
             not limited to the Hampden Bank Code of Ethics and Conflict of
             Interest Policy); and/or

             (9) Violation of the Securities Act of 1933 or the Securities
             Exchange Act of 1934.

      (e) VOLUNTARY TERMINATION BY EXECUTIVE. Executive may voluntarily
terminate his employment during the term of this Agreement upon at least sixty
(60) days prior written notice to the Board. In its discretion, the Board may
accelerate Executive's termination date. Upon Executive's voluntary termination,
he will receive all Accrued Compensation as of the date of his termination (as
determined by the Board).

      (f) WITHOUT CAUSE OR WITH GOOD REASON. The Board may, by written notice to
Executive, immediately terminate his employment at any time for a reason other
than Cause (a termination "Without Cause") and Executive may, by written notice
to the Board, immediately terminate this Agreement at any time within ninety
(90) days following an event constituting "Good Reason," as defined below (a
termination "With Good Reason").

                                       4


      In the event of termination under this Section 3(f) (other than a
termination without Cause or for Good Reason within two (2) years of a Change in
Control (defined in Section 4(a)), in which event Section 4(c) shall apply), the
Bank shall pay Executive:

             (1) all Accrued Compensation;

             (2) a severance payment equal to his base salary for the remaining
             term of the Agreement, paid periodically in accordance with the
             Bank's customary payroll practices over the remaining term of the
             Agreement; and

             (3) directly, or by reimbursing the Executive for, the monthly
             premium for continuation coverage under the Bank's health and
             dental insurance plans, to the same extent that such insurance is
             provided to persons currently employed by the Bank, provided that
             the Executive makes a timely election for such continuation
             coverage under the Consolidate Omnibus Budget Reconciliation Act of
             1985 ("COBRA"). The "qualifying event" under COBRA shall be deemed
             to have occurred on the termination date. The Bank's obligation
             under this paragraph shall end 18 months after the termination date
             or at such earlier date as the Executive becomes eligible for
             comparable coverage under another employer's group coverage. The
             Executive agrees to notify the Bank promptly and in writing of any
             new employment and to make full disclosure to the Bank of the
             health and dental insurance coverage available to him through such
             new employment.

      In addition, Executive shall, for the remaining term of the Agreement,
receive the benefits he would have received during the remaining term of the
Agreement under any retirement programs (whether tax-qualified or non-qualified)
in which Executive participated prior to his termination (with the amount of the
benefits determined by reference to the benefits received by Executive or
accrued on Executive's behalf under such programs during the twelve (12) months
preceding his termination) and continue to participate in any benefit plans of
the Bank that provide life insurance, upon terms no less favorable than the most
favorable terms provided to employees of the Bank during such period. In the
event that the Bank is unable to provide such coverage by reason of Executive no
longer being an employee, the Bank shall provide Executive with comparable
coverage on an individual policy basis.

      "Good Reason" shall exist if, without Executive's express written
consent, the Bank or the Holding Company materially breaches any of its
obligations under this Agreement. Such a material breach shall be deemed to
occur upon any of the following:

             (1) A material reduction in Executive's responsibilities or
             authority in connection with his employment with the Bank or the
             Holding Company;

             (2) Assignment to Executive of duties of a non-executive nature or
             duties for which he is not reasonably equipped by his skills and
             experience;

             (3) Failure of Executive to be nominated or renominated to the
             Board to the extent Executive is a Board member prior to the
             Effective Date;

                                       5


             (4) A material reduction in salary or benefits contrary to the
             terms of this Agreement, or, following a Change in Control (as
             defined in Section 4 of this Agreement), any material reduction in
             salary or benefits below the amounts Executive was entitled to
             receive before the Change in Control;

             (5) A requirement that Executive relocate his principal business
             office or his principal place of residence outside of the area
             consisting of a thirty-five (35) mile radius from the current main
             office of the Bank and any branch of the Bank, or the assignment to
             Executive of duties that would reasonably require such a
             relocation; or

             (6) Liquidation or dissolution of the Bank or the Holding Company.

      Notwithstanding the foregoing, a reduction or elimination of Executive's
benefits under one or more benefit plans maintained as part of a good faith,
overall reduction or elimination of such plans or benefits, applicable to all
participants in a manner that does not discriminate against Executive (except as
such discrimination may be necessary to comply with law), will not constitute an
event of Good Reason or a material breach of this Agreement, provided that
benefits of the same type or to the same general extent as those offered under
such plans before the reduction or elimination are not available to other
officers of the Bank or any affiliate under a plan or plans in or under which
Executive is not entitled to participate.

      4.  PAYMENTS IN CONNECTION WITH A CHANGE IN CONTROL.

     (a)  For purposes of this Agreement, a "Change in Control" shall mean
any of the following events:

             (1) MERGER. The Bank or the Holding Company merges into or
             consolidates with another entity, or merges another corporation
             into the Bank or Holding 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 or the Holding Company
             immediately before the merger or consolidation;

             (2) ACQUISITION OF SIGNIFICANT SHARE OWNERSHIP. There is filed, or
             is required to be filed, 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, as amended, 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 or the Holding Company's voting securities, but
             this clause (ii) shall not apply to beneficial ownership of Bank or
             Holding Company voting shares held in a fiduciary capacity by an
             entity of which the Bank or the Holding Company directly or
             indirectly beneficially owns 50% or more of its outstanding voting
             securities.

                                       6


             (3) CHANGE IN BOARD COMPOSITION. During any period of two
             consecutive years, individuals who constitute the Bank's or the
             Holding 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 Bank's or the Holding 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 members) 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

             (4) SALE OF ASSETS. The Bank or the Holding Company sells to a
             third party all or substantially all of its assets.

             (5) TENDER OFFER. A tender offer is made for 25% or more of the
             voting securities of the Bank or the Holding Company.

      (b) In the event that, upon a change in ownership or control within the
meaning of Section 409A(a)(2)(A)(v) of the Code, Executive is offered employment
with the Bank or its successor that is comparable in terms of compensation and
responsibilities, and Executive stays for six (6) months after the change in
ownership or control is completed, Executive shall receive a lump sum payment in
the amount of three (3) months base salary.

      (c) TERMINATION. If within the period ending two (2) years after a
Change in Control, (i) the Bank or the Holding Company terminates Executive's
employment Without Cause (defined in Section 3(d) above), or (ii) Executive
voluntarily terminates his employment With Good Reason (defined in Section 3(f)
above), the Bank will, within ten (10) calendar days of the termination of
Executive's employment, pay Executive:

             (1) all Accrued Compensation;

             (2) one lump-sum cash payment equal to three (3) times Executive's
             average "Annual Compensation" over the five (5) most recently
             completed calendar years, ending with the year immediately
             preceding the effective date of the Change in Control. In
             determining Executive's average "Annual Compensation", "Annual
             Compensation" will include base salary and any other taxable
             income, including, but not limited to, amounts related to the
             granting, vesting or exercise of restricted stock or stock option
             awards, commissions, bonuses, retirement benefits, director or
             committee fees and fringe benefits paid or accrued for Executive's
             benefit. Annual compensation will also include profit sharing,
             Employee stock ownership plan and other retirement contributions or
             benefits, including to any tax-qualified plan or arrangement
             (whether or not taxable) made or accrued on behalf of Executive for
             such year; and

             (3) directly, or by reimbursing the Executive for, the monthly
             premium for continuation coverage under the Bank's health and
             dental insurance plans, to the same extent that such insurance is
             provided to persons currently

                                       7


             employed by the Bank, provided that the Executive makes a timely
             election for such continuation coverage under the Consolidate
             Omnibus Budget Reconciliation Act of 1985 ("COBRA"). The
             "qualifying event" under COBRA shall be deemed to have occurred on
             the termination date. The Bank's obligation under this paragraph
             shall end 18 months after the termination date or at such earlier
             date as the Executive becomes eligible for comparable coverage
             under another employer's group coverage. The Executive agrees to
             notify the Bank promptly and in writing of any new employment and
             to make full disclosure to the Bank of the health and dental
             insurance coverage available to him through such new employment.

In addition, in such event, the Executive shall, for a thirty-six (36) month
period following his termination of employment, receive the benefits he would
have received over such period under any retirement programs (whether
tax-qualified or nonqualified) in which the Executive participated prior to his
termination (with the amount of the benefits determined by reference to the
benefits received by the Executive or accrued on his behalf under such programs
during the twelve (12) months preceding the Change in Control) and continue to
participate in any benefit plans of the Bank that provide life insurance upon
terms no less favorable than the most favorable terms provided to Executives of
the Bank during such period. In the event that the Bank is unable to provide
such coverage by reason of the Executive no longer being an Executive, the Bank
shall provide the Executive with comparable coverage on an individual policy.

      (d) The cash payments made under Section 4(c) shall be made in lieu of
any payments also required under Section 3(f) of this Agreement because of
Executive's termination of employment.

      5. CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION.

      (a) CONFIDENTIALITY.

             (1) "Confidential Information" is information however delivered,
             disclosed, or discovered during the term of Executive's employment,
             which Executive has, or in the exercise of ordinary prudence should
             have, reason to believe is confidential or which the Bank
             designates as confidential including, but not limited to:

                 (i) BANK INFORMATION: Bank or Holding Company proprietary
                 information, technical data, trade secrets or know-how,
                 including, but not limited to: research, processes, pricing
                 strategies, communication strategies, sales strategies, sales
                 literature, sales contracts, product plans, products,
                 inventions, methods, services, computer codes or instructions,
                 software and software documentation, equipment, costs, customer
                 lists, business studies, business procedures, finances and
                 other business information disclosed to Executive by the Bank
                 or the Holding Company, either directly or indirectly in
                 writing, orally or by drawings or observation of parts or
                 equipment and such other

                                       8


                 documentation and information as is necessary in the conduct of
                 the business of the Bank or the Holding Company; and

                 (ii) THIRD PARTY INFORMATION: confidential or proprietary
                 information received by the Bank or the Holding Company from
                 third parties.

             (2) The Bank's failure to mark any of the Confidential Information
             as confidential or proprietary will not affect its status as
             Confidential Information.

             (3) Executive also agrees that the terms, conditions and subject
             matter of this Agreement are considered Confidential Information.

             (4) Confidential Information does not include information that has
             ceased to be confidential by reason of any of the following: (i)
             was in Executive's possession prior to the date of his initial
             employment with the Bank, provided that such information is not
             known by Executive to be subject to another confidentiality
             agreement with, or other obligation of secrecy to, the Bank, the
             Holding Company, or another party; (ii) is generally available to
             the public and became generally available to the public other than
             as a result of a disclosure in violation of this Agreement; (iii)
             became available to Executive on a non-confidential basis from a
             third party, provided that such third party is not known by
             Executive to be bound by a confidentiality agreement with, or other
             obligation of secrecy to, the Bank, the Holding Company, or another
             party or is otherwise prohibited from providing such information to
             Executive by a contractual, legal or fiduciary obligation; or (iv)
             Executive is required to disclose pursuant to applicable law or
             regulation (as to which information, Executive will provide the
             Bank with prior notice of such requirement and, if practicable, an
             opportunity to obtain an appropriate protective order).

             (5) Executive shall not, either during or after the termination of
             his or her employment with the Bank, communicate or disclose to any
             third party the substance or content of any Confidential
             Information (defined above), or use such Confidential Information
             for any purpose other than the performance of Executive's
             obligations hereunder. Executive acknowledges and agrees that any
             Confidential Information obtained by Executive during the
             performance of his or her employment concerning the business or
             affairs of the Bank, or any subsidiary, affiliate or joint venture
             of the Bank is the property of the Bank, or such subsidiary,
             affiliate or joint venture of the Bank, as the case may be.

             (6) Executive agrees to return all Confidential Information,
             including all copies and versions of such Confidential Information
             (including, but not limited to, information maintained on paper,
             disk, CD-ROM, network server, or any other retention device
             whatsoever) and other property of the Bank, to

                                       9


             the Bank within two (2) business days of his separation from the
             Bank (regardless of the reason for the separation).

             (7) RECOGNITION OF GOOD WILL. Executive further recognizes and
             acknowledges that in the course of employment he is and will be
             introduced to customers and others with important relationships to
             the Bank. Executive acknowledges and agrees that any and all
             "goodwill" associated with any existing or prospective customer,
             account or business partner belongs exclusively to the Bank
             including, but not limited to, any goodwill created as a result of
             direct or indirect contacts or relationships between Executive and
             any existing or prospective customers, accounts, business partners
             and other key relationships of the Bank.

      (b) NON-COMPETITION. In view of the covenants above, and as a material
inducement to the Bank to enter into this Agreement and to pay to Executive the
compensation stated in Section 2, Executive agrees that during his employment
and for a period of one (1) year thereafter (the "Non-Competition Period"), he
shall not, for himself or on behalf of any other person or entity, directly or
indirectly own, manage, control, participate in, consult with, render services
for or in any manner engage in or have a financial interest in any business that
competes with the depository, lending, or other business activities of the Bank
in any city, town or county in which Executive's normal business office is
located, or the Bank has an office or has filed an application for regulatory
approval to establish an office, determined as of the effective date of such
termination, except as agreed to pursuant to a resolution duly adopted by the
Bank.

      Executive further agrees that during the Non-Competition Period, he will
not serve as an officer, director or employee of any bank holding company, bank,
savings association, savings and loan holding company, mortgage company or other
financial institution that offers products or services competing with those
offered by the Bank or its subsidiaries or affiliates from any office within
thirty-five (35) miles from the main office of the Bank or any branch of the
Bank.

      The foregoing shall not prohibit Executive from being a passive owner of
not more than 5% of the outstanding stock of a corporation which is publicly
traded, so long as Executive has no active participation in the business of the
corporation.

      (c) NON-SOLICITATION. During the Non-Competition Period Executive shall
not, either individually or on behalf of or through any third party, directly or
indirectly, engage in the following activities:

             (1) CUSTOMER, CLIENT AND VENDOR NON-SOLICITATION. Solicit, divert,
             appropriate or take away, or attempt to solicit, divert,
             appropriate or take away, the business or patronage of any of the
             clients, customers or vendors of the Bank that were clients,
             customers or vendors of the Bank while Executive was employed by
             the Bank and that were serviced by Executive, or prospective
             clients, customers or vendors with which Executive had written or
             oral communications while Executive was employed by the Bank.

                                       10


             (2) EMPLOYEE NON-SOLICITATION. Hire, retain, recruit, entice,
             induce, solicit or encourage any employee or consultant to
             terminate their employment with, or otherwise cease their
             relationship with, the Bank or its parent, subsidiaries or
             affiliates. This section 5(c)(2) shall prohibit the aforesaid
             actions by Executive with respect to any person both while such
             person is a current employee or consultant of the Bank or such
             related entities, and for the ninety (90) day period after such
             person's employment or consultancy with the Bank terminates.

      The terms of this Section 5 of the Agreement are in addition to, and not
in lieu of, any other contractual, statutory or common law obligations that
Executive may have relating to the protection of the Bank's Confidential
Information or its property. The terms of this section shall survive
indefinitely Executive's employment with the Bank, provided that the
Confidential Information of the Bank remains confidential and is not a matter of
public knowledge.

      6. RETURN OF PROPERTY. Within two (2) business days of the termination of
Executive's employment hereunder for any reason or for no reason and at any time
requested by the Bank, Executive will deliver to the Bank any property of the
Bank that may be in his possession, including, but not limited to, memoranda,
notes, records, reports or other documents or photocopies of the same.

      7. POST-TERMINATION OBLIGATIONS. Any and all payments, benefits and vested
rights due to Executive under this Agreement are subject to his compliance with
Sections 1(c), 5 and 6 of this Agreement. Upon a good faith finding by the Board
that Executive breached Sections 1(c), 5 or 6 of this Agreement, the Bank shall
be excused from making any and all payments under this Agreement and Executive
shall return to the Bank all previous payments made to him under this Agreement.

      8. INDEMNIFICATION AND LIABILITY INSURANCE. Subject to and limited by
Section 22 of this Agreement, the Bank shall provide the following:

      (a) INDEMNIFICATION. The Bank agrees to indemnify Executive (and his
heirs, executors, and administrators), and to advance expenses related to this
indemnification, to the fullest extent permitted under applicable law and
regulations against any and all expenses and liabilities that Executive
reasonably incurs in connection with or arising out of any action, suit, or
proceeding in which he may be involved by reason of his service as a director or
Executive of the Bank or any of its subsidiaries or affiliates (whether or not
he continues to be a director or Executive at the time of incurring any such
expenses or liabilities). Covered expenses and liabilities include, but are not
limited to, judgments, court costs, and attorneys' fees and the costs of
reasonable settlements, subject to Board approval, if the action is brought
against Executive in his capacity as an Executive or director of the Bank or any
of its subsidiaries or affiliates. Indemnification for expenses will not extend
to matters related to Executive's termination for Cause. Notwithstanding
anything in this Section 8(a) to the contrary, the Bank will not be required to
provide indemnification prohibited by applicable law or regulation including,
but not limited to, Section 409A of the Code. The obligations of this Section 8
shall survive the term of this Agreement by a period of six (6) years.

                                       11


     (b) INSURANCE. During the period for which the Bank must indemnify
Executive under this Section, the Bank will provide Executive (and his heirs,
executors, and administrators) with coverage under a directors' and officers'
liability policy, at the Bank's expense, that is at least equivalent to the
coverage provided to directors and senior executives of the Bank and its
subsidiaries.

      9. LIMITATION ON PAYMENTS. In the event that the severance and other
benefits provided for in this Agreement or otherwise payable to the Executive
(i) constitute "parachute payments" within the meaning of Section 280G of the
Code and (ii) but for this Section 9, would be subject to the excise tax imposed
by Section 4999 of the Code, then the Executive's severance benefits shall be
either:

             (a) delivered in full, or
             (b) delivered as to such lesser extent which would result in no
portion of such severance benefits being subject to excise tax under Section
4999 of the Code,

whichever of the foregoing amounts, taking into account the applicable federal,
state and local income taxes and the excise tax imposed by Section 4999, results
in the receipt by the Executive on an after-tax basis, of the greatest amount of
severance benefits, notwithstanding that all or some portion of such severance
benefits may be taxable under Section 4999 of the Code. Unless the Bank and the
Executive otherwise agree in writing, any determination required under this
Section 9 shall be made in writing by the Bank's independent public accountants
immediately prior to Change in Control (the "Accountants"), whose determination
shall be conclusive and binding upon the Executive and the Bank for all
purposes. For purposes of making the calculations required by this Section 1,
the accountants may make reasonable assumptions and approximations concerning
applicable taxes and may rely on reasonable, good faith interpretations
concerning the application of Sections 280G and 4999 of the Code. The Bank and
the Executive shall furnish to the Accountants such information and documents as
the Accountants may reasonably request in order to make a determination under
this Section. The Bank shall bear all costs the Accountants may reasonably incur
in connection with any calculations contemplated by this Section 9.

      10. DISCLOSURE TO FUTURE AND PROSPECTIVE EMPLOYERS. Executive agrees that
the Bank may notify any of his future or prospective employers or other third
parties of this Agreement and may provide a copy of this Agreement to such
parties without Executive's further consent.

      11. INJUNCTIVE RELIEF. The parties hereto, recognizing that irreparable
injury will result to the Bank, its business and property in the event of
Executive's breach or threatened breach of Sections 1(c), 5, and 6 of this
Agreement, agree that in the event of any such breach, the Bank, will be
entitled, in addition to any other remedies and damages available, to an
injunction to restrain Executive's violation as well as any violations of his
partners, agents, servants, Executives and all persons acting for or under
Executive's direction. Nothing herein will be construed as prohibiting the Bank
from pursuing any other remedies available to the Bank for such breach or
threatened breach, including the recovery of damages from Executive.

                                       12


      12. SUCCESSORS AND ASSIGNS.

      (a) SUCCESSOR TO BANK. The Bank shall require any successor or assignee,
whether direct or indirect, by purchase, merger, consolidation or otherwise, to
all or substantially all of the business or assets of the Bank or the Holding
Company, expressly and unconditionally to assume and agree to perform the Bank's
obligations under this Agreement, in the same manner and to the same extent that
the Bank would be required to perform if no such succession or assignment had
taken place.

      (b) SUCCESSOR TO THE EXECUTIVE. Since the Bank is contracting for the
unique and personal skills of the Executive, neither this Agreement nor any
right or interest hereunder will be assignable or transferable by the Executive,
his beneficiaries or legal representatives, except by will or by the laws of
descent and distribution. This Agreement will inure to the benefit of and be
enforceable by the Executive's legal personal representative.

      13. NO MITIGATION. Executive shall not be required to mitigate the amount
of any payment provided for in this Agreement by seeking other employment or
otherwise and no such payment shall be offset or reduced by the amount of any
compensation or benefits provided to Executive in any subsequent employment.

      14. NOTICES. All notices, requests, demands and other communications in
connection with this Agreement shall be made in writing and shall be deemed to
have been given when delivered by hand or 48 hours after mailing at any general
or branch United States Post Office, by registered or certified mail, postage
prepaid, addressed to the Bank at its principal business offices and to
Executive at his home address as maintained in the records of the Bank.

      15. NO PLAN CREATED BY THIS AGREEMENT. Executive and the Bank expressly
declare and agree that this Agreement was negotiated among them and that no
provision or provisions of this Agreement are intended to, or shall be deemed
to, create any plan for purposes of the Executive Retirement Income Security Act
of 1974 ("ERISA") or any other law or regulation, and each party expressly
waives any right to assert the contrary. Any assertion in any judicial or
administrative filing, hearing, or process that an ERISA plan was created by
this Agreement shall be deemed a material breach of this Agreement by the party
making the assertion.

      16. AMENDMENTS AND WAIVER. No amendments or additions to this Agreement
shall be binding unless made in writing and signed by all of the parties, except
as herein otherwise specifically provided. No waiver by either party of any
breach of, or of compliance with, any condition or provision of this Agreement
by the other party shall be considered a waiver of any other condition or
provision or of the same condition or provision at another time. Further, the
Bank's waiver of its right to enforce similar conditions or provisions in
another employee's agreement (employment or other) shall not operate as a waiver
of its right to enforce any of the conditions or provisions in this Agreement.

                                       13


      17. CHOICE OF LAW; ENFORCEABILITY; WAIVER OF JURY TRIAL

      (a) THE LAW OF MASSACHUSETTS APPLIES TO THIS AGREEMENT. This Agreement and
all transactions contemplated by this Agreement shall be governed by and
construed and enforced in accordance with the internal laws of the Commonwealth
of Massachusetts, without regard to principles of conflicts of law.

      (b) ANY DISPUTE REGARDING THIS AGREEMENT WILL TAKE PLACE IN MASSACHUSETTS.
The Parties agree that this Agreement shall be enforced by the Business
Litigation Session of the Massachusetts Superior Court located in Suffolk
County, which retains exclusive jurisdiction and venue for any actions or
proceedings, demand, claim or counterclaim relating to, or arising under, the
terms and provisions of this Agreement, or to its breach. The Parties further
acknowledge that material witnesses and documents would be located in
Massachusetts.

      18. SEVERABILITY. If a court of competent jurisdiction determines that any
portion of this Agreement is illegal, invalid or unenforceable, then that
portion shall be considered to be removed from the Agreement and it shall not
affect the legality, validity or enforceability of the remainder of the
Agreement and the remainder of the Agreement shall continue in full force and
effect. Similarly, if the scope of any restriction or covenant contained herein
should be or become too broad or extensive to permit enforcement thereof to its
full extent, then the court is specifically authorized by the parties to enforce
any such restriction or covenant to the maximum extent permitted by law, and
Executive hereby consents and agrees that the scope of any such restriction or
covenant may be modified accordingly in any judicial proceeding brought to
enforce such restriction or covenant.

      19. HEADINGS. Headings contained in this Agreement are for convenience of
reference only.

      20. ENTIRE AGREEMENT. This Agreement, together with any modifications
subsequently agreed to in writing by the parties, along with the plans and any
written agreements entered into by the parties pursuant to Sections 2(c) and
(d), shall constitute the entire agreement between the parties, and shall
supersede all prior agreements, understandings and arrangements, oral or
written, between the parties.

      21. SOURCE OF PAYMENTS. All payments provided in this Agreement shall be
paid in from the general funds of the Bank. In the event, however, that the Bank
is unable to make such payments to the Executive, such amounts and benefits
shall be paid or provided by the Holding Company.

      22. MISCELLANEOUS. Any payment made pursuant to this Agreement, or
otherwise, is subject to and conditioned upon their compliance with 12 U.S.C.
Section 1828(k) and FDIC regulation 12 C.F.R. Part 359, Golden Parachute and
Indemnification Payments.

      23. REPRESENTATIONS. Executive hereby represents and warrants to the Bank
that he understands this Agreement, that he enters into this Agreement
voluntarily and that his employment under this Agreement will not conflict with
any legal duty owed by him to any other party, or with any agreement to which
Executive is a party or by which he is bound,

                                       14


including, without limitation, any non-competition or non-solicitation provision
contained in any such agreement. Executive will indemnify and hold harmless the
Bank and its officers, directors, security holders, partners, members,
Executives, agents and representatives against loss, damage, liability or
expense arising from any claim based upon circumstances alleged to be
inconsistent with such representation and warranty.

                                   SIGNATURES

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
___________, 2006.

ATTEST:                                   HAMPDEN BANK


                                          By:
- ----------------------------------            ----------------------------------
Corporate Secretary                           For the Entire Board of Directors


ATTEST:                                   HAMPDEN BANCORP, INC.


                                          By:
- ----------------------------------            ----------------------------------
Corporate Secretary                           For the Entire Board of Directors


WITNESS:                                             EXECUTIVE:


- ----------------------------------            ------------------------------
Corporate Secretary                           Thomas R. Burton

EX-10.5.2

                                                                  Exhibit 10.5.2

                              EMPLOYMENT AGREEMENT

      THIS AGREEMENT (the "Agreement") made this ____________day of ___________,
2006, by and between HAMPDEN BANK, a Massachusetts-chartered savings bank, with
its principal administrative office at 19 Harrison Avenue, Springfield, MA 01102
(the "Bank"), HAMPDEN BANCORP, INC., a corporation organized under the laws of
the State of Delaware, the holding company for the Bank (the "Holding Company"),
and GLENN S. WELCH (the "Executive").

      WHEREAS, Executive serves in a position of substantial responsibility; and

      WHEREAS, the Bank wishes to assure Executive's services for the term of
this Agreement; and

      WHEREAS, Executive is willing to serve in the employ of the Bank during
the term of this Agreement.

      NOW, THEREFORE, in consideration of the mutual promises, terms,
provisions, and conditions contained in this Agreement, the parties hereby agree
as follows:

      1. EMPLOYMENT.

      (a) POSITION. Executive is employed as the Executive Vice President of the
Bank. Executive will perform all duties and shall have all powers commonly
incident to the office of ________________ of the Bank or which, consistent with
this office, are delegated to him by the Board of Directors of the Bank (the
"Board"). During the term of this Agreement, Executive also agrees to serve, if
elected, as an officer and/or director of any subsidiary or affiliate of the
Bank or the Holding Company and to carry out the duties and responsibilities
reasonably appropriate to those offices.

      (b) TERM. The period of Executive's employment under this Agreement shall
be deemed to have commenced as of the date written above and shall continue for
a period of thirty-six (36) full calendar months ("Initial Term"), or until the
employment relationship is terminated pursuant to Sections 3 or 4 hereof. Upon
the expiration of the Initial Term, this Agreement will be renewed automatically
for successive thirty-six-month periods ("Renewal Terms"), unless the Board or
Executive elects not to extend the term of the Agreement by giving written
notice to the other party in accordance with the terms of this Agreement.
Executive's employment shall continue during such Renewal Terms until the
employment relationship is terminated pursuant to Sections 3 or 4 hereof.

      (c) DEVOTION TO DUTIES AND LOYALTY. While Executive is employed hereunder,
he will: (i) use his best efforts, skill and abilities to perform faithfully all
duties assigned to him pursuant to this Agreement, (ii) devote his full business
time and energies to the business and the affairs of the Bank; (iii) not render
any similar services for his own account or any other person or entity without
the prior written consent of the Bank; and (iv) not undertake any other
full-time employment from any person or entity without prior written consent of
the Bank. However, from time to time, Executive may, with the permission of the
Board, serve on the boards of directors of, and hold any other offices or
positions in, companies or organizations that will not present any conflict of
interest with the Bank or any of its

                                       1


subsidiaries or affiliates, unfavorably affect the performance of the
Executive's duties pursuant to this Agreement, or violate any applicable statute
or regulation.

      2. COMPENSATION.

      (a) BASE SALARY. The Bank agrees to pay Executive a base salary at the
annual rate of $________ per year (less applicable withholding taxes), payable
in accordance with the Bank's customary payroll practices.

             (1) The Board shall review annually the rate of the Executive's
             base salary based upon factors they deem relevant, and may maintain
             or increase his base salary, in its discretion. In addition, the
             Board may decrease the base salary in the event that the Board
             determines that financial exigencies require such decrease,
             provided that the compensation of all executives of the Bank is
             also reduced at the same time in a substantially commensurate
             manner.

             (2) In the absence of action by the Board, the Executive shall
             continue to receive a base salary at the annual rate specified on
             the Effective Date or, if another rate has been established under
             the provisions of this Section 2, the rate last properly
             established by action of the Board under the provisions of this
             Section 2.

      (b) BONUSES. Executive shall be eligible to participate in discretionary
bonuses or other discretionary incentive compensation programs that the Bank may
award from time to time to Executives pursuant to bonus plans or otherwise.

      (c) STOCK-BASED COMPENSATION. The Executive will be eligible to
participate in the Bank's Employee Stock Ownership Plan and to be considered by
the Board for grants or awards of stock options or other stock-based
compensation under any stock-based incentive plans that the Bank elects to
implement. All such grants or awards shall be governed by the relevant plan
documents and requirements and shall be evidenced by the Bank's then-standard
form of stock option, restricted stock or other applicable agreement.

      (d) BENEFIT PLANS. Executive shall be eligible to participate in such
life insurance, medical, dental, pension, profit sharing, and retirement plans
and other programs and arrangements as may be approved from time to time by the
Bank for the benefit of its employees.

      (e) VACATIONS AND LEAVE. The Executive shall be entitled to accrue and
take four (4) weeks of vacation each year at such times as shall be consistent
with the Bank's vacation policies and, in the Bank's judgment, with the Bank's
vacation schedule for senior executives and other employees. Vacation leave
cannot be accumulated from year to year. The Executive also shall be entitled to
other paid sick, personal or other leave in accordance with the Bank's policy
for senior executives, or otherwise as approved by the Board. In addition to
paid vacation and other leave, the Board may grant to the Executive a leave or
leaves of absence, with or without pay, at such time or times and upon such
terms and conditions as the Board in its discretion may determine.

      (f) EXPENSE PAYMENTS AND REIMBURSEMENTS. Executive shall be reimbursed for
all reasonable out-of-pocket business expenses that Executive shall incur in
connection with his

                                       2


services under this Agreement upon substantiation of such expenses in accordance
with applicable policies of the Bank.

      (g) AUTOMOBILE ALLOWANCE. During the term of this Agreement, the Executive
shall receive an automobile allowance of $500 per month.

      3. TERMINATION AND TERMINATION PAY.

      Executive's employment under this Agreement may be terminated in the
following circumstances:

      (a) DEATH. Executive's employment under this Agreement will terminate upon
Executive's death during the term of this Agreement. Upon any termination for
death, Executive's estate will receive (1) Executive's base salary through the
effective date of termination, (2) payment of any bonuses or incentive
compensation with respect to the fiscal year ended prior to the fiscal year in
which the termination date occurs that was earned and unpaid, and (3)
reimbursement of all expenses for which Executive is entitled to be reimbursed
pursuant to Section 2 hereof, but for which he has not yet been reimbursed
(collectively, the "Accrued Compensation.").

      (b) RETIREMENT. This Agreement will terminate upon Executive's retirement
under the retirement benefit plan or plans in which Executive participates
pursuant to Section 2(c) of this Agreement or otherwise. Upon any termination
for retirement, Executive will receive all Accrued Compensation.

      (c) DISABILITY. The Board or Executive may terminate Executive's
employment after having determined that Executive has a Disability. For purposes
of this Agreement, "Disability" shall have the same meaning given to such term
under the Bank's Long-Term Disability plan as in effect from time to time, or,
if no such plan is then in effect, the meaning described in Section 22(c)(3) of
the Internal Revenue Code (the "Code").

      Upon any termination for disability, Executive will no longer be obligated
to perform services under this Agreement. If the Bank terminates Executive's
employment as a result of the Executive's Disability, then Executive shall not
be entitled to receive severance or other benefits except for those as may then
be established under the Bank's then existing severance and benefits plans.

      (d) TERMINATION FOR CAUSE. The Board may, by written notice to Executive,
immediately terminate his employment at any time for "Cause." Upon termination
for Cause, Executive shall receive all Accrued Compensation. Termination for
Cause shall mean termination because of, in the good faith determination of the
Board, Executive's:

             (1) Act of dishonesty, falsification of Bank or Holding Company
             documents, or other intentional misrepresentation related to
             business matters of the Bank or the Holding Company;

             (2) Incompetence;

             (3) Willful misconduct or action in bad faith;

                                       3


             (4) Breach of fiduciary duty;

             (5) Failure to substantially perform his stated duties and
             obligations to the Bank, including, but not limited to, one or more
             acts of gross negligence;

             (6) Willful violation of any law, rule or regulation (other than
             traffic violations or similar offenses) that reflects adversely on
             the reputation of the Bank or the Holding Company, any felony
             conviction, any violation of law involving moral turpitude, or any
             violation of a final cease-and-desist order;

             (7) Commission of any tortious act, unlawful act or malfeasance
             that causes or reasonably could cause harm to the Bank or the
             Holding Company;

             (8) Material breach of any provision of this Agreement, or the
             written policies of the Bank and/or Holding Company (including, but
             not limited to the Hampden Bank Code of Ethics and Conflict of
             Interest Policy); and/or

             (9) Violation of the Securities Act of 1933 or the Securities
             Exchange Act of 1934.

      (e) VOLUNTARY TERMINATION BY EXECUTIVE. Executive may voluntarily
terminate his employment during the term of this Agreement upon at least sixty
(60) days prior written notice to the Board. In its discretion, the Board may
accelerate Executive's termination date. Upon Executive's voluntary termination,
he will receive all Accrued Compensation as of the date of his termination (as
determined by the Board).

      (f) WITHOUT CAUSE OR WITH GOOD REASON. The Board may, by written notice
to Executive, immediately terminate his employment at any time for a reason
other than Cause (a termination "Without Cause") and Executive may, by written
notice to the Board, immediately terminate this Agreement at any time within
ninety (90) days following an event constituting "Good Reason," as defined below
(a termination "With Good Reason").

      In the event of termination under this Section 3(f) (other than a
termination without Cause or for Good Reason within two (2) years of a Change in
Control (defined in Section 4(a)), in which event Section 4(c) shall apply), the
Bank shall pay Executive:

             (1) all Accrued Compensation;

             (2) a severance payment equal to his base salary for the remaining
             term of the Agreement, paid periodically in accordance with the
             Bank's customary payroll practices over the remaining term of the
             Agreement; and

             (3) directly, or by reimbursing the Executive for, the monthly
             premium for continuation coverage under the Bank's health and
             dental insurance plans, to the same extent that such insurance is
             provided to persons currently employed by the Bank, provided that
             the Executive makes a timely election for such continuation
             coverage under the Consolidate Omnibus Budget Reconciliation Act of
             1985 ("COBRA"). The "qualifying event" under

                                       4


             COBRA shall be deemed to have occurred on the termination date. The
             Bank's obligation under this paragraph shall end 18 months after
             the termination date or at such earlier date as the Executive
             becomes eligible for comparable coverage under another employer's
             group coverage. The Executive agrees to notify the Bank promptly
             and in writing of any new employment and to make full disclosure to
             the Bank of the health and dental insurance coverage available to
             him through such new employment.

      In addition, Executive shall, for the remaining term of the Agreement,
receive the benefits he would have received during the remaining term of the
Agreement under any retirement programs (whether tax-qualified or non-qualified)
in which Executive participated prior to his termination (with the amount of the
benefits determined by reference to the benefits received by Executive or
accrued on Executive's behalf under such programs during the twelve (12) months
preceding his termination) and continue to participate in any benefit plans of
the Bank that provide life insurance, upon terms no less favorable than the most
favorable terms provided to employees of the Bank during such period. In the
event that the Bank is unable to provide such coverage by reason of Executive no
longer being an employee, the Bank shall provide Executive with comparable
coverage on an individual policy basis.

      "Good Reason" shall exist if, without Executive's express written
consent, the Bank or the Holding Company materially breaches any of its
obligations under this Agreement. Such a material breach shall be deemed to
occur upon any of the following:

          (1) A material reduction in Executive's responsibilities or authority
          in connection with his employment with the Bank or the Holding
          Company;

          (2) Assignment to Executive of duties of a non-executive nature or
          duties for which he is not reasonably equipped by his skills and
          experience;

          (3) Failure of Executive to be nominated or renominated to the Board
          to the extent Executive is a Board member prior to the Effective Date;

          (4) A material reduction in salary or benefits contrary to the terms
          of this Agreement, or, following a Change in Control (as defined in
          Section 4 of this Agreement), any material reduction in salary or
          benefits below the amounts Executive was entitled to receive before
          the Change in Control;

          (5) A requirement that Executive relocate his principal business
          office or his principal place of residence outside of the area
          consisting of a thirty-five (35) mile radius from the current main
          office of the Bank and any branch of the Bank, or the assignment to
          Executive of duties that would reasonably require such a relocation;
          or

          (6) Liquidation or dissolution of the Bank or the Holding Company.

      Notwithstanding the foregoing, a reduction or elimination of Executive's
benefits under one or more benefit plans maintained as part of a good faith,
overall reduction or

                                       5


elimination of such plans or benefits, applicable to all participants in a
manner that does not discriminate against Executive (except as such
discrimination may be necessary to comply with law), will not constitute an
event of Good Reason or a material breach of this Agreement, provided that
benefits of the same type or to the same general extent as those offered under
such plans before the reduction or elimination are not available to other
officers of the Bank or any affiliate under a plan or plans in or under which
Executive is not entitled to participate.

      4. PAYMENTS IN CONNECTION WITH A CHANGE IN CONTROL.

      (a) For purposes of this Agreement, a "Change in Control" shall mean any
of the following events:

             (1) MERGER. The Bank or the Holding Company merges into or
             consolidates with another entity, or merges another corporation
             into the Bank or Holding 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 or the Holding Company
             immediately before the merger or consolidation;

             (2) ACQUISITION OF SIGNIFICANT SHARE OWNERSHIP. There is filed, or
             is required to be filed, 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, as amended, 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 or the Holding Company's voting securities, but
             this clause (ii) shall not apply to beneficial ownership of Bank or
             Holding Company voting shares held in a fiduciary capacity by an
             entity of which the Bank or the Holding Company directly or
             indirectly beneficially owns 50% or more of its outstanding voting
             securities.

             (3) CHANGE IN BOARD COMPOSITION. During any period of two
             consecutive years, individuals who constitute the Bank's or the
             Holding 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 Bank's or the Holding 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 members) 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

             (4) SALE OF ASSETS. The Bank or the Holding Company sells to a
             third party all or substantially all of its assets.

             (5) TENDER OFFER. A tender offer is made for 25% or more of the
             voting securities of the Bank or the Holding Company.

                                       6


      (b) In the event that, upon a change in ownership or control within the
meaning of Section 409A(a)(2)(A)(v) of the Code, Executive is offered employment
with the Bank or its successor that is comparable in terms of compensation and
responsibilities, and Executive stays for six (6) months after the change in
ownership or control is completed, Executive shall receive a lump sum payment in
the amount of three (3) months base salary.

      (c) TERMINATION. If within the period ending two (2) years after a
Change in Control, (i) the Bank or the Holding Company terminates Executive's
employment Without Cause (defined in Section 3(d) above), or (ii) Executive
voluntarily terminates his employment With Good Reason (defined in Section 3(f)
above), the Bank will, within ten (10) calendar days of the termination of
Executive's employment, pay Executive:

             (1) all Accrued Compensation;

             (2) one lump-sum cash payment equal to two (2) times Executive's
             average "Annual Compensation" over the five (5) most recently
             completed calendar years, ending with the year immediately
             preceding the effective date of the Change in Control. In
             determining Executive's average "Annual Compensation", "Annual
             Compensation" will include base salary and any other taxable
             income, including, but not limited to, amounts related to the
             granting, vesting or exercise of restricted stock or stock option
             awards, commissions, bonuses, retirement benefits, director or
             committee fees and fringe benefits paid or accrued for Executive's
             benefit. Annual compensation will also include profit sharing,
             Employee stock ownership plan and other retirement contributions or
             benefits, including to any tax-qualified plan or arrangement
             (whether or not taxable) made or accrued on behalf of Executive for
             such year; and

             (3) directly, or by reimbursing the Executive for, the monthly
             premium for continuation coverage under the Bank's health and
             dental insurance plans, to the same extent that such insurance is
             provided to persons currently employed by the Bank, provided that
             the Executive makes a timely election for such continuation
             coverage under the Consolidate Omnibus Budget Reconciliation Act of
             1985 ("COBRA"). The "qualifying event" under COBRA shall be deemed
             to have occurred on the termination date. The Bank's obligation
             under this paragraph shall end 18 months after the termination date
             or at such earlier date as the Executive becomes eligible for
             comparable coverage under another employer's group coverage. The
             Executive agrees to notify the Bank promptly and in writing of any
             new employment and to make full disclosure to the Bank of the
             health and dental insurance coverage available to him through such
             new employment.

In addition, in such event, the Executive shall, for a twenty-four (24) month
period following his termination of employment, receive the benefits he would
have received over such period under any retirement programs (whether
tax-qualified or nonqualified) in which the Executive participated prior to his
termination (with the amount of the benefits determined by reference to the
benefits received by the Executive or accrued on his behalf under such programs
during the twelve (12) months preceding the Change in Control) and

                                       7


continue to participate in any benefit plans of the Bank that provide life
insurance upon terms no less favorable than the most favorable terms provided to
Executives of the Bank during such period. In the event that the Bank is unable
to provide such coverage by reason of the Executive no longer being an
Executive, the Bank shall provide the Executive with comparable coverage on an
individual policy.

      (d) The cash payments made under Section 4(c) shall be made in lieu of
any payments also required under Section 3(f) of this Agreement because of
Executive's termination of employment.

      5. CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION.

      (a) CONFIDENTIALITY.

             (1) "Confidential Information" is information however delivered,
             disclosed, or discovered during the term of Executive's employment,
             which Executive has, or in the exercise of ordinary prudence should
             have, reason to believe is confidential or which the Bank
             designates as confidential including, but not limited to:

                 (i) BANK INFORMATION: Bank or Holding Company proprietary
                 information, technical data, trade secrets or know-how,
                 including, but not limited to: research, processes, pricing
                 strategies, communication strategies, sales strategies, sales
                 literature, sales contracts, product plans, products,
                 inventions, methods, services, computer codes or instructions,
                 software and software documentation, equipment, costs, customer
                 lists, business studies, business procedures, finances and
                 other business information disclosed to Executive by the Bank
                 or the Holding Company, either directly or indirectly in
                 writing, orally or by drawings or observation of parts or
                 equipment and such other documentation and information as is
                 necessary in the conduct of the business of the Bank or the
                 Holding Company; and

                 (ii) THIRD PARTY INFORMATION: confidential or proprietary
                 information received by the Bank or the Holding Company from
                 third parties.

             (2) The Bank's failure to mark any of the Confidential Information
             as confidential or proprietary will not affect its status as
             Confidential Information.

             (3) Executive also agrees that the terms, conditions and subject
             matter of this Agreement are considered Confidential Information.

             (4) Confidential Information does not include information that has
             ceased to be confidential by reason of any of the following: (i)
             was in Executive's possession prior to the date of his initial
             employment with the Bank, provided that such information is not
             known by Executive to be subject to

                                       8


             another confidentiality agreement with, or other obligation of
             secrecy to, the Bank, the Holding Company, or another party; (ii)
             is generally available to the public and became generally available
             to the public other than as a result of a disclosure in violation
             of this Agreement; (iii) became available to Executive on a
             non-confidential basis from a third party, provided that such third
             party is not known by Executive to be bound by a confidentiality
             agreement with, or other obligation of secrecy to, the Bank, the
             Holding Company, or another party or is otherwise prohibited from
             providing such information to Executive by a contractual, legal or
             fiduciary obligation; or (iv) Executive is required to disclose
             pursuant to applicable law or regulation (as to which information,
             Executive will provide the Bank with prior notice of such
             requirement and, if practicable, an opportunity to obtain an
             appropriate protective order).

             (5) Executive shall not, either during or after the termination of
             his or her employment with the Bank, communicate or disclose to any
             third party the substance or content of any Confidential
             Information (defined above), or use such Confidential Information
             for any purpose other than the performance of Executive's
             obligations hereunder. Executive acknowledges and agrees that any
             Confidential Information obtained by Executive during the
             performance of his or her employment concerning the business or
             affairs of the Bank, or any subsidiary, affiliate or joint venture
             of the Bank is the property of the Bank, or such subsidiary,
             affiliate or joint venture of the Bank, as the case may be.

             (6) Executive agrees to return all Confidential Information,
             including all copies and versions of such Confidential Information
             (including, but not limited to, information maintained on paper,
             disk, CD-ROM, network server, or any other retention device
             whatsoever) and other property of the Bank, to the Bank within two
             (2) business days of his separation from the Bank (regardless of
             the reason for the separation).

             (7) RECOGNITION OF GOOD WILL. Executive further recognizes and
             acknowledges that in the course of employment he is and will be
             introduced to customers and others with important relationships to
             the Bank. Executive acknowledges and agrees that any and all
             "goodwill" associated with any existing or prospective customer,
             account or business partner belongs exclusively to the Bank
             including, but not limited to, any goodwill created as a result of
             direct or indirect contacts or relationships between Executive and
             any existing or prospective customers, accounts, business partners
             and other key relationships of the Bank.

      (b) NON-COMPETITION. In view of the covenants above, and as a material
inducement to the Bank to enter into this Agreement and to pay to Executive the
compensation stated in Section 2, Executive agrees that during his employment
and for a period of one (1) year thereafter (the "Non-Competition Period"), he
shall not, for himself or on behalf of any other person or entity, directly or
indirectly own, manage, control, participate in, consult

                                       9


with, render services for or in any manner engage in or have a financial
interest in any business that competes with the depository, lending, or other
business activities of the Bank in any city, town or county in which Executive's
normal business office is located, or the Bank has an office or has filed an
application for regulatory approval to establish an office, determined as of the
effective date of such termination, except as agreed to pursuant to a resolution
duly adopted by the Bank.

      Executive further agrees that during the Non-Competition Period, he will
not serve as an officer, director or employee of any bank holding company, bank,
savings association, savings and loan holding company, mortgage company or other
financial institution that offers products or services competing with those
offered by the Bank or its subsidiaries or affiliates from any office within
thirty-five (35) miles from the main office of the Bank or any branch of the
Bank.

      The foregoing shall not prohibit Executive from being a passive owner of
not more than 5% of the outstanding stock of a corporation which is publicly
traded, so long as Executive has no active participation in the business of the
corporation.

      (c) NON-SOLICITATION. During the Non-Competition Period Executive shall
not, either individually or on behalf of or through any third party, directly or
indirectly, engage in the following activities:

             (1) CUSTOMER, CLIENT AND VENDOR NON-SOLICITATION. Solicit, divert,
             appropriate or take away, or attempt to solicit, divert,
             appropriate or take away, the business or patronage of any of the
             clients, customers or vendors of the Bank that were clients,
             customers or vendors of the Bank while Executive was employed by
             the Bank and that were serviced by Executive, or prospective
             clients, customers or vendors with which Executive had written or
             oral communications while Executive was employed by the Bank.

             (2) EMPLOYEE NON-SOLICITATION. Hire, retain, recruit, entice,
             induce, solicit or encourage any employee or consultant to
             terminate their employment with, or otherwise cease their
             relationship with, the Bank or its parent, subsidiaries or
             affiliates. This section 5(c)(2) shall prohibit the aforesaid
             actions by Executive with respect to any person both while such
             person is a current employee or consultant of the Bank or such
             related entities, and for the ninety (90) day period after such
             person's employment or consultancy with the Bank terminates.

      The terms of this Section 5 of the Agreement are in addition to, and
not in lieu of, any other contractual, statutory or common law obligations that
Executive may have relating to the protection of the Bank's Confidential
Information or its property. The terms of this section shall survive
indefinitely Executive's employment with the Bank, provided that the
Confidential Information of the Bank remains confidential and is not a matter of
public knowledge.

      6. RETURN OF PROPERTY. Within two (2) business days of the termination
of Executive's employment hereunder for any reason or for no reason and at any
time requested by the Bank, Executive will deliver to the Bank any property of
the Bank that may

                                       10


be in his possession, including, but not limited to, memoranda, notes, records,
reports or other documents or photocopies of the same.

      7. POST-TERMINATION OBLIGATIONS. Any and all payments, benefits and vested
rights due to Executive under this Agreement are subject to his compliance with
Sections 1(c), 5 and 6 of this Agreement. Upon a good faith finding by the Board
that Executive breached Sections 1(c), 5 or 6 of this Agreement, the Bank shall
be excused from making any and all payments under this Agreement and Executive
shall return to the Bank all previous payments made to him under this Agreement.

      8. INDEMNIFICATION AND LIABILITY INSURANCE. Subject to and limited by
Section 22 of this Agreement, the Bank shall provide the following:

      (a) INDEMNIFICATION. The Bank agrees to indemnify Executive (and his
heirs, executors, and administrators), and to advance expenses related to this
indemnification, to the fullest extent permitted under applicable law and
regulations against any and all expenses and liabilities that Executive
reasonably incurs in connection with or arising out of any action, suit, or
proceeding in which he may be involved by reason of his service as a director or
Executive of the Bank or any of its subsidiaries or affiliates (whether or not
he continues to be a director or Executive at the time of incurring any such
expenses or liabilities). Covered expenses and liabilities include, but are not
limited to, judgments, court costs, and attorneys' fees and the costs of
reasonable settlements, subject to Board approval, if the action is brought
against Executive in his capacity as an Executive or director of the Bank or any
of its subsidiaries or affiliates. Indemnification for expenses will not extend
to matters related to Executive's termination for Cause. Notwithstanding
anything in this Section 8(a) to the contrary, the Bank will not be required to
provide indemnification prohibited by applicable law or regulation including,
but not limited to, Section 409A of the Code. The obligations of this Section 8
shall survive the term of this Agreement by a period of six (6) years.

      (b) INSURANCE. During the period for which the Bank must indemnify
Executive under this Section, the Bank will provide Executive (and his heirs,
executors, and administrators) with coverage under a directors' and officers'
liability policy, at the Bank's expense, that is at least equivalent to the
coverage provided to directors and senior executives of the Bank and its
subsidiaries.

      9. LIMITATION ON PAYMENTS. In the event that the severance and other
benefits provided for in this Agreement or otherwise payable to the Executive
(i) constitute "parachute payments" within the meaning of Section 280G of the
Code and (ii) but for this Section 9, would be subject to the excise tax imposed
by Section 4999 of the Code, then the Executive's severance benefits shall be
either:

             (a)  delivered in full, or
             (b)  delivered as to such lesser extent which would result in no
portion of such severance benefits being subject to excise tax under Section
4999 of the Code,

whichever of the foregoing amounts, taking into account the applicable federal,
state and local income taxes and the excise tax imposed by Section 4999, results
in the receipt by the

                                       11


Executive on an after-tax basis, of the greatest amount of severance benefits,
notwithstanding that all or some portion of such severance benefits may be
taxable under Section 4999 of the Code. Unless the Bank and the Executive
otherwise agree in writing, any determination required under this Section 9
shall be made in writing by the Bank's independent public accountants
immediately prior to Change in Control (the "Accountants"), whose determination
shall be conclusive and binding upon the Executive and the Bank for all
purposes. For purposes of making the calculations required by this Section 1,
the accountants may make reasonable assumptions and approximations concerning
applicable taxes and may rely on reasonable, good faith interpretations
concerning the application of Sections 280G and 4999 of the Code. The Bank and
the Executive shall furnish to the Accountants such information and documents as
the Accountants may reasonably request in order to make a determination under
this Section. The Bank shall bear all costs the Accountants may reasonably incur
in connection with any calculations contemplated by this Section 9.

      10. DISCLOSURE TO FUTURE AND PROSPECTIVE EMPLOYERS. Executive agrees that
the Bank may notify any of his future or prospective employers or other third
parties of this Agreement and may provide a copy of this Agreement to such
parties without Executive's further consent.

      11. INJUNCTIVE RELIEF. The parties hereto, recognizing that irreparable
injury will result to the Bank, its business and property in the event of
Executive's breach or threatened breach of Sections 1(c), 5, and 6 of this
Agreement, agree that in the event of any such breach, the Bank, will be
entitled, in addition to any other remedies and damages available, to an
injunction to restrain Executive's violation as well as any violations of his
partners, agents, servants, Executives and all persons acting for or under
Executive's direction. Nothing herein will be construed as prohibiting the Bank
from pursuing any other remedies available to the Bank for such breach or
threatened breach, including the recovery of damages from Executive.

      12. SUCCESSORS AND ASSIGNS.

      (a) SUCCESSOR TO BANK. The Bank shall require any successor or assignee,
whether direct or indirect, by purchase, merger, consolidation or otherwise, to
all or substantially all of the business or assets of the Bank or the Holding
Company, expressly and unconditionally to assume and agree to perform the Bank's
obligations under this Agreement, in the same manner and to the same extent that
the Bank would be required to perform if no such succession or assignment had
taken place.

      (b) SUCCESSOR TO THE EXECUTIVE. Since the Bank is contracting for the
unique and personal skills of the Executive, neither this Agreement nor any
right or interest hereunder will be assignable or transferable by the Executive,
his beneficiaries or legal representatives, except by will or by the laws of
descent and distribution. This Agreement will inure to the benefit of and be
enforceable by the Executive's legal personal representative.

      13. NO MITIGATION. Executive shall not be required to mitigate the amount
of any payment provided for in this Agreement by seeking other employment or
otherwise and no

                                       12


such payment shall be offset or reduced by the amount of any compensation or
benefits provided to Executive in any subsequent employment.

      14. NOTICES. All notices, requests, demands and other communications in
connection with this Agreement shall be made in writing and shall be deemed to
have been given when delivered by hand or 48 hours after mailing at any general
or branch United States Post Office, by registered or certified mail, postage
prepaid, addressed to the Bank at its principal business offices and to
Executive at his home address as maintained in the records of the Bank.

      15. NO PLAN CREATED BY THIS AGREEMENT. Executive and the Bank expressly
declare and agree that this Agreement was negotiated among them and that no
provision or provisions of this Agreement are intended to, or shall be deemed
to, create any plan for purposes of the Executive Retirement Income Security Act
of 1974 ("ERISA") or any other law or regulation, and each party expressly
waives any right to assert the contrary. Any assertion in any judicial or
administrative filing, hearing, or process that an ERISA plan was created by
this Agreement shall be deemed a material breach of this Agreement by the party
making the assertion.

      16. AMENDMENTS AND WAIVER. No amendments or additions to this Agreement
shall be binding unless made in writing and signed by all of the parties, except
as herein otherwise specifically provided. No waiver by either party of any
breach of, or of compliance with, any condition or provision of this Agreement
by the other party shall be considered a waiver of any other condition or
provision or of the same condition or provision at another time. Further, the
Bank's waiver of its right to enforce similar conditions or provisions in
another employee's agreement (employment or other) shall not operate as a waiver
of its right to enforce any of the conditions or provisions in this Agreement.

      17. CHOICE OF LAW; ENFORCEABILITY; WAIVER OF JURY TRIAL

      (a) THE LAW OF MASSACHUSETTS APPLIES TO THIS AGREEMENT. This Agreement and
all transactions contemplated by this Agreement shall be governed by and
construed and enforced in accordance with the internal laws of the Commonwealth
of Massachusetts, without regard to principles of conflicts of law.

      (b) ANY DISPUTE REGARDING THIS AGREEMENT WILL TAKE PLACE IN MASSACHUSETTS.
The Parties agree that this Agreement shall be enforced by the Business
Litigation Session of the Massachusetts Superior Court located in Suffolk
County, which retains exclusive jurisdiction and venue for any actions or
proceedings, demand, claim or counterclaim relating to, or arising under, the
terms and provisions of this Agreement, or to its breach. The Parties further
acknowledge that material witnesses and documents would be located in
Massachusetts.

      18. SEVERABILITY. If a court of competent jurisdiction determines that any
portion of this Agreement is illegal, invalid or unenforceable, then that
portion shall be considered to be removed from the Agreement and it shall not
affect the legality, validity or enforceability

                                       13


of the remainder of the Agreement and the remainder of the Agreement shall
continue in full force and effect. Similarly, if the scope of any restriction or
covenant contained herein should be or become too broad or extensive to permit
enforcement thereof to its full extent, then the court is specifically
authorized by the parties to enforce any such restriction or covenant to the
maximum extent permitted by law, and Executive hereby consents and agrees that
the scope of any such restriction or covenant may be modified accordingly in any
judicial proceeding brought to enforce such restriction or covenant.

      19. HEADINGS. Headings contained in this Agreement are for convenience of
reference only.

      20. ENTIRE AGREEMENT. This Agreement, together with any modifications
subsequently agreed to in writing by the parties, along with the plans and any
written agreements entered into by the parties pursuant to Sections 2(c) and
(d), shall constitute the entire agreement between the parties, and shall
supersede all prior agreements, understandings and arrangements, oral or
written, between the parties.

      21. SOURCE OF PAYMENTS. All payments provided in this Agreement shall be
paid in from the general funds of the Bank. In the event, however, that the Bank
is unable to make such payments to the Executive, such amounts and benefits
shall be paid or provided by the Holding Company.

      22. MISCELLANEOUS. Any payment made pursuant to this Agreement, or
otherwise, is subject to and conditioned upon their compliance with 12 U.S.C.
Section 1828(k) and FDIC regulation 12 C.F.R. Part 359, Golden Parachute and
Indemnification Payments.

      23. REPRESENTATIONS. Executive hereby represents and warrants to the Bank
that he understands this Agreement, that he enters into this Agreement
voluntarily and that his employment under this Agreement will not conflict with
any legal duty owed by him to any other party, or with any agreement to which
Executive is a party or by which he is bound, including, without limitation, any
non-competition or non-solicitation provision contained in any such agreement.
Executive will indemnify and hold harmless the Bank and its officers, directors,
security holders, partners, members, Executives, agents and representatives
against loss, damage, liability or expense arising from any claim based upon
circumstances alleged to be inconsistent with such representation and warranty.

                                   SIGNATURES

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
___________, 2006.


ATTEST:                                   HAMPDEN BANK

                                          By:
- ----------------------------------            ----------------------------------

                                       14


Corporate Secretary                           For the Entire Board of Directors

ATTEST:                                   HAMPDEN BANCORP, INC.


                                          By:
- ----------------------------------            ----------------------------------
Corporate Secretary                           For the Entire Board of Directors


WITNESS:                                  EXECUTIVE:


- ----------------------------------        ----------------------------------
Corporate Secretary                       Glenn S. Welch

                                       15

EX-10.6

                                                                    Exhibit 10.6

                           CHANGE IN CONTROL AGREEMENT

     This Change in Control Agreement (the "Agreement") is made and entered into
by and between ____________ (the "Employee"), HAMPDEN BANK, a
Massachusetts-chartered savings bank, with its principal administrative office
at 19 Harrison Avenue, Springfield, MA 01102 (the "Bank"), and HAMPDEN BANCORP,
INC., a corporation organized under the laws of the State of Delaware, the
holding company for the Bank (the "Holding Company"), effective as of the latest
date set forth by the signatures of the parties hereto below (the "Effective
Date").

     WHEREAS, it is expected that the Bank and/or the Holding Company from time
to time will consider the possibility of an acquisition by another company or
other change in control. The Board of Directors of the Bank (the "Board")
recognizes that such consideration can be a distraction to the Employee and can
cause the Employee to consider alternative employment opportunities. The Board
has determined that it is in the best interests of the Bank and its shareholders
to assure that the Bank will have the continued dedication and objectivity of
the Employee, notwithstanding the possibility, threat or occurrence of a Change
in Control (as defined below) of the Bank or the Holding Company.

     WHEREAS, the Board believes that it is in the best interests of the Bank
and its shareholders to provide the Employee with an incentive to continue his
employment and to motivate the Employee to maximize the value of the Bank upon a
Change in Control for the benefit of its shareholders.

     WHEREAS, the Board believes that it is imperative to provide the Employee
with certain severance benefits upon Employee's termination of employment
following a Change in Control that provides the Employee with enhanced financial
security and provides incentive and encouragement to the Employee to remain with
the Bank notwithstanding the possibility of a Change in Control.

     NOW, THEREFORE, in consideration of the mutual promises, terms, provisions,
and conditions contained in this Agreement, the parties hereby agree as follows:

     1.     TERM OF AGREEMENT. The initial term of this Agreement shall
commence as of the Effective Date and shall continue for two (2) years. The
Board may extend the term of this Agreement for a successive one (1) year term
at the end of the initial term, in its discretion.

     2.     AT-WILL EMPLOYMENT. The Bank and the Employee acknowledge that the
Employee's employment is and shall continue to be at-will, as defined under
Massachusetts law at the time of the execution of this Agreement. If the
Employee's employment terminates (a) for any reason before a Change in Control
(defined below), (b) for Cause (defined below) following a Change in Control,
(c) without Good Reason (defined below) following a Change in Control, or (d) as
a result of the Employee's Death or Disability (defined below), the Employee
shall not be entitled to any payments, benefits, damages, awards or compensation
other than as provided by this Agreement or as may otherwise be available in
accordance with the Bank's established employee plans and practices or pursuant
to other agreements with the Bank.



     3.     PAYMENTS IN CONNECTION WITH A CHANGE IN CONTROL.

     (a)    For purposes of this Agreement, a "Change in Control" shall mean
any of the following events:

            (1) MERGER. The Bank or the Holding Company merges into or
            consolidates with another entity, or merges another corporation into
            the Bank or Holding 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 or the Holding Company immediately
            before the merger or consolidation;

            (2) ACQUISITION OF SIGNIFICANT SHARE OWNERSHIP. There is filed, or
            is required to be filed, 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, as amended, 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 or the Holding Company's voting securities, but
            this clause (ii) shall not apply to beneficial ownership of Bank or
            Holding Company voting shares held in a fiduciary capacity by an
            entity of which the Bank or the Holding Company directly or
            indirectly beneficially owns 50% or more of its outstanding voting
            securities.

            (3) CHANGE IN BOARD COMPOSITION. During any period of two
            consecutive years, individuals who constitute the Bank's or the
            Holding 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 Bank's or the Holding 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 members) 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

            (4) SALE OF ASSETS. The Bank or the Holding Company sells to a third
            party all or substantially all of its assets.

            (5) TENDER OFFER. A tender offer is made for 25% or more of the
            voting securities of the Bank or the Holding Company.

     (b)    For purposes of this Agreement, "Termination for Cause" shall mean
termination because of, in the good faith determination of the Board,
Employee's:

     (1)    Act of dishonesty, falsification of Bank or Holding Company
documents, or other intentional misrepresentation related to business matters of
the Bank or the Holding Company;

            (2) Incompetence;

            (3) Willful misconduct or action in bad faith;

                                       2


            (4) Breach of fiduciary duty;

            (5) Failure to substantially perform his stated duties and
            obligations to the Bank, including, but not limited to, one or more
            acts of gross negligence;

            (6) Willful violation of any law, rule, or regulation (other than
            traffic violations or similar offenses) that reflects adversely on
            the reputation of the Bank or the Holding Company, any felony
            conviction, any violation of law involving moral turpitude, or any
            violation of a final cease-and-desist order;

            (7) Commission of any tortious act, unlawful act or malfeasance that
            causes or reasonably could cause harm to the Bank or the Holding
            Company;

            (8) Material breach of any provision of this Agreement, or the
            written policies of the Bank and/or Holding Company (including, but
            not limited to the Hampden Bank Code of Ethics and Conflict of
            Interest Policy); and/or

            (9) Violation of the Securities Act of 1933 or the Securities
            Exchange Act of 1934.

     (c)    For purposes of this Agreement, "Good Reason" shall exist if,
without Employee's express written consent, the Bank or the Holding Company
materially breaches any of its obligations under this Agreement. Such a material
breach shall be deemed to occur upon any of the following:

            (1) A material reduction in Employee's responsibilities or authority
            in connection with his employment with the Bank or the Holding
            Company;

            (2) Following a Change in Control, any material reduction in salary
            or benefits below the amounts Employee was entitled to receive
            before the Change in Control; or

            (3) A requirement that Employee relocate his principal business
            office or his principal place of residence outside of the area
            consisting of a thirty-five (35) mile radius from the current main
            office of the Bank and any branch of the Bank, or the assignment to
            Employee of duties that would reasonably require such a relocation.

     Notwithstanding the foregoing, a reduction or elimination of Employee's
benefits under one or more benefit plans maintained as part of a good faith,
overall reduction or elimination of such plans or benefits, applicable to all
participants in a manner that does not discriminate against Employee (except as
such discrimination may be necessary to comply with law), will not constitute an
event of Good Reason or a material breach of this Agreement, provided that
benefits of the same type or to the same general extent as those offered under
such plans before the reduction or elimination are not available to other
officers of the Bank or any affiliate under a plan or plans in or under which
Employee is not entitled to participate.

     (d)    For purposes of this Agreement, "Disability" shall have the same
meaning given to such term under the Bank's Long-Term Disability plan as in
effect from time to time, or, if no such plan is then in effect, the meaning
described in Section 22(c)(3) of the Internal Revenue Code (the "Code").

                                       3


     (e)    In the event that, upon a change in ownership or control within the
meaning of Section 409A(a)(2)(A)(v) of the Code, Employee is offered employment
with the Bank or its successor that is comparable in terms of compensation and
responsibilities, and Employee stays for six (6) months after the change in
ownership or control is completed, Employee shall receive a lump sum payment in
the amount of three (3) months base salary.

     (f)    TERMINATION. If within the period ending two (2) years after a
Change in Control, (i) the Bank or the Holding Company terminates Employee's
employment Without Cause (defined in Section 3(b)), or (ii) Employee voluntarily
terminates his employment With Good Reason (defined in Section 3(c)), the Bank
will pay Employee, not later than ten (10) calendar days after the date of
termination of Employee's employment:

            (1) Employee's base salary through the effective date of
            termination, and payment for any accrued but unpaid compensation;

            (2) one lump-sum cash payment equal to one (1) times Employee's
            average "Annual Compensation" over the five (5) most recently
            completed calendar years, ending with the year immediately preceding
            the effective date of the Change in Control. In determining
            Employee's average "Annual Compensation", "Annual Compensation" will
            include base salary and any other taxable income including, but not
            limited to, amounts related to the granting, vesting or exercise of
            restricted stock or stock option awards, commissions, bonuses,
            retirement benefits, director or committee fees and fringe benefits
            paid or accrued for Employee's benefit. Annual compensation will
            also include profit sharing, Employee stock ownership plan and other
            retirement contributions or benefits, including to any tax-qualified
            plan or arrangement (whether or not taxable) made or accrued on
            behalf of Employee for such year; and

            (3) directly, or by reimbursing the Employee for, the monthly
            premium for continuation coverage under the Bank's health, dental
            and disability insurance plans, to the same extent that such
            insurance is provided to persons currently employed by the Bank,
            provided that the Employee makes a timely election for such
            continuation coverage under the Consolidate Omnibus Budget
            Reconciliation Act of 1985 ("COBRA"). The "qualifying event" under
            COBRA shall be deemed to have occurred on the termination date. The
            Bank's obligation under this paragraph shall end 18 months after the
            termination date or at such earlier date as the Employee becomes
            eligible for comparable coverage under another employer's group
            coverage. The Employee agrees to notify the Bank promptly and in
            writing of any new employment and to make full disclosure to the
            Bank of the health and dental insurance coverage available to him
            through such new employment.

     (g)    VOLUNTARY RESIGNATION; TERMINATION FOR CAUSE. If the Employee's
employment terminates by reason of the Employee's voluntary resignation (and is
not for Good Reason), or if the Employee is terminated for Cause, then the
Employee shall not be entitled to receive severance or other benefits except for
those (if any) as may then be established under the Bank's then existing
severance and benefits plans and practices or pursuant to other written
agreements with the Bank.

                                       4


     (h)    DISABILITY; DEATH. If the Bank terminates the Employee's employment
as a result of the Employee's Disability, or such Employee's employment is
terminated due to the death of the Employee, then the Employee shall not be
entitled to receive severance or other benefits except for those (if any) as may
then be established under the Bank's then existing severance and benefits plans
and practices or pursuant to other written agreements with the Bank.

     4.     LIMITATION ON PAYMENTS. In the event that the severance and other
benefits provided for in this Agreement or otherwise payable to the Employee (i)
constitute "parachute payments" within the meaning of Section 280G of the Code
and (ii) but for this Section 4, would be subject to the excise tax imposed by
Section 4999 of the Code, then the Employee's severance benefits shall be
either:

            (a)   delivered in full, or

            (b)   delivered as to such lesser extent which would result in no
portion of such severance benefits being subject to excise tax under Section
4999 of the Code,

whichever of the foregoing amounts, taking into account the applicable federal.
state and local income taxes and the excise tax imposed by Section 4999, results
in the receipt by the Employee on an after-tax basis, of the greatest amount of
severance benefits, notwithstanding that all or some portion of such severance
benefits may be taxable under Section 4999 of the Code. Unless the Bank and the
Employee otherwise agree in writing, any determination required under this
Section 4 shall be made in writing by the Bank's independent public accountants
immediately prior to Change in Control (the "Accountants"), whose determination
shall be conclusive and binding upon the Employee and the Bank for all purposes.
For purposes of making the calculations required by this Section 1, the
accountants may make reasonable assumptions and approximations concerning
applicable taxes and may rely on reasonable, good faith interpretations
concerning the application of Sections 280G and 4999 of the Code. The Bank and
the Employee shall furnish to the Accountants such information and documents as
the Accountants may reasonably request in order to make a determination under
this Section. The Bank shall bear all costs the Accountants may reasonably incur
in connection with any calculations contemplated by this Section 4.

     5.     CONFIDENTIALITY AND NON-SOLICITATION.

     (a)    CONFIDENTIALITY.

            (1) "Confidential Information" is information however delivered,
            disclosed, or discovered during the term of Employee's employment,
            which Employee has, or in the exercise of ordinary prudence should
            have, reason to believe is confidential, or which the Bank
            designates as confidential including, but not limited to:

                  (i)    BANK INFORMATION: Bank or Holding Company proprietary
                  information, technical data, trade secrets or know-how,
                  including, but not limited to: research, processes, pricing
                  strategies, communication strategies, sales strategies, sales
                  literature, sales contracts, product plans, products,
                  inventions, methods, services, computer codes or instructions,
                  software and software documentation, equipment, costs,
                  customer lists, business studies, business procedures,
                  finances and other business information disclosed to Employee

                                       5


                  by the Bank or the Holding Company, either directly or
                  indirectly in writing, orally or by drawings or observation of
                  parts or equipment and such other documentation and
                  information as is necessary in the conduct of the business of
                  the Bank and/or the Holding Company; and

                  (ii)   THIRD PARTY INFORMATION: confidential or proprietary
                  information received by the Bank or the Holding Company from
                  third parties.

            (2) The Bank's failure to mark any of the Confidential Information
            as confidential or proprietary will not affect its status as
            Confidential Information.

            (3) Employee also agrees that the terms, conditions and subject
            matter of this Agreement are considered Confidential Information.

            (4) Confidential Information does not include information that has
            ceased to be confidential by reason of any of the following: (i) was
            in Employee's possession prior to the date of his or her initial
            employment with the Bank, provided that such information is not
            known by Employee to be subject to another confidentiality agreement
            with, or other obligation of secrecy to, the Bank, the Holding
            Company, or another party; (ii) is generally available to the public
            and became generally available to the public other than as a result
            of a disclosure in violation of this Agreement; (iii) became
            available to Employee on a non-confidential basis from a third
            party, provided that such third party is not known by Employee to be
            bound by a confidentiality agreement with, or other obligation of
            secrecy to, the Bank, the Holding Company, or another party or is
            otherwise prohibited from providing such information to Employee by
            a contractual, legal or fiduciary obligation; or (iv) Employee is
            required to disclose pursuant to applicable law or regulation (as to
            which information, Employee will provide the Bank with prior notice
            of such requirement and, if practicable, an opportunity to obtain an
            appropriate protective order).

            (5) Employee shall not, either during or after the termination of
            his or her employment with the Bank, communicate or disclose to any
            third party the substance or content of any Confidential Information
            (defined above), or use such Confidential Information for any
            purpose other than the performance of Employee's obligations
            hereunder. Employee acknowledges and agrees that any Confidential
            Information obtained by Employee during the performance of his or
            her employment concerning the business or affairs of the Bank, or
            any subsidiary, affiliate or joint venture of the Bank is the
            property of the Bank, or such subsidiary, affiliate or joint venture
            of the Bank, as the case may be.

            (6) Employee agrees to return all Confidential Information,
            including all copies and versions of such Confidential Information
            (including, but not limited to, information maintained on paper,
            disk, CD-ROM, network server, or any other retention device
            whatsoever) and other property of the Bank, to the Bank within two
            (2) business days of his or her separation from the Bank (regardless
            of the reason for the separation).

                                       6


            (7) RECOGNITION OF GOOD WILL. Employee further recognizes and
            acknowledges that in the course of employment he is and will be
            introduced to customers and others with important relationships to
            the Bank. Employee acknowledges and agrees that any and all
            "goodwill" associated with any existing or prospective customer,
            account or business partner belongs exclusively to the Bank
            including, but not limited to, any goodwill created as a result of
            direct or indirect contacts or relationships between Employee and
            any existing or prospective customers, accounts, business partners
            and other key relationships of the Bank.

     (b)    NON-SOLICITATION. In view of the covenants above, and as a material
inducement to the Bank to enter into this Agreement and to pay to Employee the
compensation stated in Section 3, Employee agrees that during his employment and
for a period of six (6) months thereafter (the "Non-Solicitation Period"),
Employee shall not, either individually or on behalf of or through any third
party, directly or indirectly, engage in the following activities:

            (1) CUSTOMER, CLIENT AND VENDOR NON-SOLICITATION. Solicit, divert,
            appropriate or take away, or attempt to solicit, divert, appropriate
            or take away, the business or patronage of any of the clients,
            customers or vendors of the Bank that were clients, customers or
            vendors of the Bank while Employee was employed by the Bank and that
            were serviced by Employee, or prospective clients, customers or
            vendors with which Employee had written or oral communications while
            Employee was employed by the Bank.

            (2) EMPLOYEE NON-SOLICITATION. Hire, retain, recruit, entice,
            induce, solicit or encourage any employee or consultant to terminate
            their employment with, or otherwise cease their relationship with,
            the Bank or its parent, subsidiaries or affiliates. This section
            5(c)(2) shall prohibit the aforesaid actions by Employee with
            respect to any person both while such person is a current employee
            or consultant of the Bank or such related entities, and for the
            ninety (90) day period after such person's employment or consultancy
            with the Bank terminates.

     The terms of this Section 5 of the Agreement are in addition to, and not in
lieu of, any other contractual, statutory or common law obligations that
Employee may have relating to the protection of the Bank's Confidential
Information or its property. The terms of this section shall survive
indefinitely Employee's employment with the Bank, provided that the Confidential
Information of the Bank remains confidential and is not a matter of public
knowledge.

     6.     POST-TERMINATION OBLIGATIONS. Any and all payments and benefits due
to Employee under this Agreement are subject to his compliance with Section 5 of
this Agreement. Upon a good faith finding by the Board that Employee breached
Section 5 of this Agreement, the Bank shall be excused from making any and all
payments under this Agreement and Employee shall return to the Bank all previous
payments made to him under this Agreement.

     7.     SUCCESSORS.

            (a) SUCCESSOR TO BANK. The Bank shall require any successor or
assignee, whether direct or indirect, by purchase, merger, consolidation or
otherwise, to all or substantially all of the business or assets of the Bank or
the Holding Company, expressly and unconditionally to assume

                                       7


and agree to perform the Bank's obligations under this Agreement, in the same
manner and to the same extent that the Bank would be required to perform if no
such succession or assignment had taken place.

            (b) SUCCESSOR TO THE EMPLOYEE. Neither this Agreement nor any right
or interest hereunder will be assignable or transferable by the Employee, his
beneficiaries or legal representatives, except by will or by the laws of descent
and distribution. This Agreement will inure to the benefit of and be enforceable
by the Employee's legal personal representative.

     8.     NOTICES.

     All notices, requests, demands and other communications in connection with
this Agreement shall be made in writing and shall be deemed to have been given
when delivered by hand or 48 hours after mailing at any general or branch United
States Post Office, by registered or certified mail, postage prepaid, addressed
to the Bank at its principal business offices and to Employee at his home
address as maintained in the records of the Bank.

     9.     SOURCE OF PAYMENTS. All payments provided in this Agreement shall
be paid in from the general funds of the Bank. In the event, however, that the
Bank is unable to make such payments to the Employee, such amounts shall be paid
or provided by the Holding Company.

     10.    MISCELLANEOUS PROVISIONS.

            (a)   NO DUTY TO MITIGATE. The Employee shall not be required to
mitigate the amount of any payment contemplated by this Agreement, nor shall any
such payment be reduced by any earnings that the Employee may receive from any
other source.

            (b)   WAIVER. No provision of this Agreement shall be modified,
waived or discharged unless the modification, waiver or discharge is agreed to
in writing and signed by the Employee and by an authorized officer of the Bank
(other than the Employee). No waiver by either party of any breach of, or of
compliance with, any condition or provision of this Agreement by the other party
shall be considered a waiver of any other condition or provision or of the same
condition or provision at another time. Further, the Bank's waiver of its right
to enforce similar conditions or provisions in another employee's agreement
(employment or other) shall not operate as a waiver of its right to enforce any
of the conditions or provisions in this Agreement.

            (c)   ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement of the parties hereto and supersedes in their entirety all prior
undertakings and agreements of the parties.

            (d)   CHOICE OF LAW; ENFORCEABILITY; WAIVER OF JURY TRIAL.

                  (1)    THE LAW OF MASSACHUSETTS APPLIES TO THIS AGREEMENT.
This Agreement and all transactions contemplated by this Agreement shall be
governed by and construed and enforced in accordance with the internal laws of
the Commonwealth of Massachusetts, without regard to principles of conflicts of
law.

                  (2)    ANY DISPUTE REGARDING THIS AGREEMENT WILL TAKE PLACE
IN MASSACHUSETTS. The Parties agree that this Agreement shall be enforced by the
Business Litigation

                                       8


Session of the Massachusetts Superior Court located in Suffolk County, which
retains exclusive jurisdiction and venue for any actions or proceedings, demand,
claim or counterclaim relating to, or arising under, the terms and provisions of
this Agreement, or to its breach. The Parties further acknowledge that material
witnesses and documents would be located in Massachusetts.

            (e)   SEVERABILITY. If a court of competent jurisdiction determines
that any portion of this Agreement is illegal, invalid or unenforceable, then
that portion shall be considered to be removed from the Agreement and it shall
not affect the legality, validity or enforceability of the remainder of the
Agreement and the remainder of the Agreement shall continue in full force and
effect. Similarly, if the scope of any restriction or covenant contained herein
should be or become too broad or extensive to permit enforcement thereof to its
full extent, then the court is specifically authorized by the parties to enforce
any such restriction or covenant to the maximum extent permitted by law, and
Employee hereby consents and agrees that the scope of any such restriction or
covenant may be modified accordingly in any judicial proceeding brought to
enforce such restriction or covenant.

            (f)   WITHHOLDING. All payments made pursuant to this Agreement will
be subject to withholding of applicable income and employment taxes.

            (g)   COUNTERPARTS. This Agreement may be executed in counterparts,
each of which shall be deemed an original, but all of which together will
constitute one and the same instrument.

                                   SIGNATURES

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
___________, 2006.

ATTEST:                                    HAMPDEN BANK

                                           By:
- ----------------------------                  -----------------------------
Corporate Secretary                           For the Entire Board of Directors


ATTEST:                                    HAMPDEN BANCORP, INC.

                                           By:
- ----------------------------                  -----------------------------
Corporate Secretary                            For the Entire Board of Directors


WITNESS:                                   EMPLOYEE:

- ----------------------------------         --------------------------------
Corporate Secretary

                                       9

EX-10.7

                                                                    EXHIBIT 10.7

                  EXECUTIVE SALARY CONTINUATION AGREEMENT THAT
                      SUPERCEDES AND REPLACES THE EXECUTIVE
                  SUPPLEMENTAL RETIREMENT PLAN AGREEMENT DATED
                                 JANUARY 1, 2004

       THIS AGREEMENT, made and entered into this 11th day of May, 2004, by and
between Hampden Savings Bank a bank organized and existing under the laws of the
Commonwealth of Massachusetts (hereinafter referred to as the "Bank"), and
Thomas R. Burton an Executive of the Bank (hereinafter referred to as the
"Executive").

                                   WITNESSETH:

       WHEREAS, the Bank and the Executive are parties to the Executive Salary
Continuation Agreement dated the 1st day of January, 2004 between Hampden
Savings Bank and Thomas R. Burton that provides for the payment of certain
benefits. This Executive Supplemental Retirement Plan Agreement and the benefits
provided hereunder shall supercede and replace the existing Executive
Supplemental Retirement Plan Agreement and the benefits provided thereby;

       WHEREAS, the Executive has been and continues to be a valued Executive of
the Bank, and is now serving the Bank as its President;

       WHEREAS, it is the consensus of the Board of Directors (hereinafter
referred to as the "Board") that the Executive's services to the Bank in the
past have been of exceptional merit and have constituted an invaluable
contribution to the general welfare of the Bank in bringing the Bank to its
present status of operating efficiency and present position in its field of
activity;

       WHEREAS, the Executive's experience, knowledge of the affairs of the
Bank, reputation, and contacts in the industry are so valuable that assurance of
the Executive's continued services is essential for the future growth and
profits of the Bank and it is in the best interests of the Bank to arrange terms
of continued employment for the Executive so as to reasonably assure the
Executive remains in the Bank's employ during the Executive's lifetime or until
the age of retirement;

       WHEREAS, it is the desire of the Bank that the Executive's services be
retained as herein provided;

       WHEREAS, the Executive is willing to continue in the employ of the Bank
provided the Bank agrees to pay the Executive or the Executive's
beneficiary(ies), certain benefits in accordance with the terms and conditions
hereinafter set forth;

       ACCORDINGLY, it is the desire of the Bank and the Executive to enter into
this Agreement under which the Bank will agree to make certain payments to the
Executive at retirement or the Executive's beneficiary(ies) in the event of the
Executive's death pursuant to this Agreement;



       FURTHERMORE, it is the intent of the parties hereto that this Executive
Plan be considered an unfunded arrangement maintained primarily to provide
supplemental retirement benefits for the Executive, and be considered a
non-qualified benefit plan for purposes of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"). The Executive is fully advised of
the Bank's financial status and has had substantial input in the design and
operation of this benefit plan; and

       NOW, THEREFORE, in consideration of services performed in the past and to
be performed in the future as well as of the mutual promises and covenants
herein contained it is agreed as follows:

I.     EMPLOYMENT

       The Bank agrees to employ the Executive in such capacity as the Bank may
       from time to time determine. The Executive will continue in the employ of
       the Bank in such capacity and with such duties and responsibilities as
       may be assigned to him, and with such compensation as may be determined
       from time to time by the Board of Directors of the Bank.

II.    FRINGE BENEFITS

       The Salary continuation benefits provided by this Agreement are granted
       by the Bank as a fringe benefit to the Executive and are not part of any
       Salary reduction plan or an arrangement deferring a bonus or a Salary
       increase. The Executive has no option to take any current payment or
       bonus in lieu of these Salary continuation benefits except as set forth
       hereinafter.

III.   RETIREMENT DATE AND NORMAL RETIREMENT AGE

       A.     RETIREMENT DATE:

              If the Executive remains in the continuous employ of the Bank, the
              Executive shall retire from active employment with the Bank on the
              Executive's sixty-fifth (65th) birthday, unless by action of the
              Board of Directors this period of active employment shall be
              shortened or extended.

       B.     NORMAL RETIREMENT AGE:

              Normal Retirement Age shall mean the date on which the Executive
              attains age sixty-five (65).

IV.    RETIREMENT BENEFIT AND POST-RETIREMENT DEATH BENEFIT

       Upon said retirement, the Bank, commencing with the first day of the
       month following the date of such retirement, shall pay the Executive an
       annual benefit equal to 75% of Final Compensation (Subparagraph XI [O])
       at retirement, less 50% of the Social Security Benefit (Subparagraph XI
       [P]), the Single Life Annuitized Value (Subparagraph XI [N]) of the
       Executive's account balances derived from employer provided contributions
       under

                                        2


       the qualified defined contribution plan, the benefit available from the
       pension plan assuming the Single Life Annuitized Value option, and the
       benefit from the Collateral Assignment Split Dollar Plan (Subparagraph XI
       [Q]) maintained by the Bank. Said benefit shall be paid in equal monthly
       installments (1/12th of the annual benefit) until the death of the
       Executive.

V.     DEATH BENEFIT PRIOR TO RETIREMENT

       In the event the Executive should die while actively employed by the Bank
       at any time after the date of this Agreement but prior to the Executive
       attaining the age of sixty-five (65) years (or such later date as may be
       agreed upon), the Bank will pay an annual benefit equal to the accrued
       balance, on the date of death, of the Executive's accrued liability
       retirement account, to such individual or individuals as the Executive
       may have designated in writing and filed with the Bank. In the absence of
       any effective beneficiary designation, any such amounts becoming due and
       payable upon the death of the Executive shall be payable to the duly
       qualified executor or administrator of the Executive's estate. Said
       payment due hereunder shall be made the first day of the second month
       following the decease of the Executive.

VI.    DISABILITY BENEFIT

       In the event the Executive becomes Disabled (Subparagraph XI [M]) prior
       to any Termination of Service, and the Executive's employment is
       terminated because of such Disability, he shall immediately begin
       receiving the benefits in Subparagraph IV above. Such benefit shall begin
       without regard to the Executive's Normal Retirement Age and the Executive
       shall be one hundred percent (100%) vested in the entire benefit amount.
       If there is a dispute regarding whether the Executive is Disabled, such
       dispute shall be resolved by a physician selected by the Bank and such
       resolution shall be binding upon all parties to this Agreement.

VII.   BENEFIT ACCOUNTING

       The Bank shall account for this benefit using the regulatory accounting
       principles of the Bank's primary federal regulator. The Bank shall
       establish an accrued liability retirement account for the Executive into
       which appropriate reserves shall be accrued.

VIII.  TERMINATION OF EMPLOYMENT

       Subject to Subparagraph VIII (i) hereinbelow, in the event that the
       employment of the Executive shall terminate prior to Normal Retirement
       Age, as provided in Paragraph III, by the Executive's voluntary action,
       or by the Executive's discharge by the Bank without cause, then this
       Agreement shall terminate upon the date of such termination of
       employment. The Bank shall pay to the Executive as severance compensation
       an amount of money equal to the accrued balance, on the date of
       termination, of the Executive's liability reserve account multiplied by
       fifty percent (50%) plus ten percent (10%) times the number of full years
       of employment with the Bank from the Effective Date of this Agreement (to
       a maximum of 100%). This severance compensation shall be paid in one

                                        3


       hundred eighty (180) equal monthly installments with interest equal to
       the one-year Treasury bill as of the date of termination or paid in a
       lump sum.

       In the event the Executive's death should occur after such severance but
       prior to the completion of the monthly payments provided for in this
       Paragraph VIII, the remaining installments, or a lump sum, at the
       discretion of the Bank, shall be paid to such individual or individuals
       as the Executive may have designated in writing and filed with the Bank.
       In the absence of any effective beneficiary designation, any such amounts
       shall be payable to the duly qualified executor or administrator of the
       Executive's estate. Said payments due hereunder shall begin the first day
       of the second month following the decease of the Executive.

              (i)    DISCHARGE FOR CAUSE: In the event the Executive shall be
                     discharged for cause at any time, all benefits provided
                     herein shall be forfeited. The term "for cause" shall mean
                     any of the following that result in an adverse effect on
                     the Bank: (i) gross negligence or gross neglect; (ii) the
                     commission of a felony or gross misdemeanor involving fraud
                     or dishonesty; (iii) the willful violation of any law,
                     rule, or regulation (other than a traffic violation or
                     similar offense); (iv) an intentional failure to perform
                     stated duties; or (v) a breach of fiduciary duty involving
                     personal profit. If a dispute arises as to discharge "for
                     cause," such dispute shall be resolved by arbitration as
                     set forth in this Executive Plan.

IX.    MUTUAL TO STOCK CONVERSION OR CHANGE OF CONTROL

       Upon a Mutual to Stock Conversion or a Change of Control (as defined in
       Subparagraph XI (L) herein), if the Executive's employment is
       subsequently terminated, except for cause, then the Executive shall
       receive the benefits promised in this Agreement upon attaining Normal
       Retirement Age, as if the Executive had been continuously employed by the
       Bank until said Normal Retirement Age. The Executive will also remain
       eligible for all promised death benefits in this Agreement. In addition,
       no sale, merger, consolidation or conversion of the Bank shall take place
       unless the new or surviving entity expressly acknowledges the obligations
       under this Agreement and agrees to abide by its terms.

X.     RESTRICTIONS ON FUNDING

       The Bank shall have no obligation to set aside, earmark or entrust any
       fund or money with which to pay its obligations under this Executive
       Plan. The Executive, their beneficiary(ies), or any successor in interest
       shall be and remain simply a general creditor of the Bank in the same
       manner as any other creditor having a general claim for matured and
       unpaid compensation.

       The Bank reserves the absolute right, at its sole discretion, to either
       fund the obligations undertaken by this Executive Plan or to refrain from
       funding the same and to determine the extent, nature and method of such
       funding. Should the Bank elect to fund this Executive Plan, in whole or
       in part, through the purchase of life insurance, mutual funds,

                                        4


       disability policies or annuities, the Bank reserves the absolute right,
       in its sole discretion, to terminate such funding at any time, in whole
       or in part. At no time shall any Executive be deemed to have any lien,
       right, title or interest in any specific funding investment or assets of
       the Bank.

       If the Bank elects to invest in a life insurance, disability or annuity
       policy on the life of the Executive, then the Executive shall assist the
       Bank by freely submitting to a physical exam and supplying such
       additional information necessary to obtain such insurance or annuities.

XI.    MISCELLANEOUS

       A.     ALIENABILITY AND ASSIGNMENT PROHIBITION:

              Neither the Executive, nor the Executive's surviving spouse, nor
              any other beneficiary(ies) under this Executive Plan shall have
              any power or right to transfer, assign, anticipate, hypothecate,
              mortgage, commute, modify or otherwise encumber in advance any of
              the benefits payable hereunder nor shall any of said benefits be
              subject to seizure for the payment of any debts, judgments,
              alimony or separate maintenance owed by the Executive or the
              Executive's beneficiary(ies), nor be transferable by operation of
              law in the event of bankruptcy, insolvency or otherwise. In the
              event the Executive or any beneficiary attempts assignment,
              commutation, hypothecation, transfer or disposal of the benefits
              hereunder, the Bank's liabilities shall forthwith cease and
              terminate.

       B.     BINDING OBLIGATION OF THE BANK AND ANY SUCCESSOR IN INTEREST:

              The Bank shall not merge or consolidate into or with another bank
              or sell substantially all of its assets to another bank, firm or
              person until such bank, firm or person expressly agree, in
              writing, to assume and discharge the duties and obligations of the
              Bank under this Executive Plan. This Executive Plan shall be
              binding upon the parties hereto, their successors, beneficiaries,
              heirs and personal representatives.

       C.     AMENDMENT OR REVOCATION:

              Subject to Paragraph XIII, it is agreed by and between the parties
              hereto that, during the lifetime of the Executive, this Executive
              Plan may be amended or revoked at any time or times, in whole or
              in part, by the mutual written consent of the Executive and the
              Bank.

       D.     GENDER:

              Whenever in this Executive Plan words are used in the masculine or
              neuter gender, they shall be read and construed as in the
              masculine, feminine or neuter gender, whenever they should so
              apply.

                                        5


       E.     EFFECT ON OTHER BANK BENEFIT PLANS:

              Nothing contained in this Executive Plan shall affect the right of
              the Executive to participate in or be covered by any qualified or
              non-qualified pension, profit-sharing, group, bonus or other
              supplemental compensation or fringe benefit plan constituting a
              part of the Bank's existing or future compensation structure.

       F.     HEADINGS:

              Headings and subheadings in this Executive Plan are inserted for
              reference and convenience only and shall not be deemed a part of
              this Executive Plan.

       G.     APPLICABLE LAW:

              The validity and interpretation of this Agreement shall be
              governed by the laws of the Commonwealth of Massachusetts.

       H.     12 U.S.C. Section 1828(k):

              Any payments made to the Executive pursuant to this Executive
              Plan, or otherwise, are subject to and conditioned upon their
              compliance with 12 U.S.C. Section 1828(k) or any regulations
              promulgated thereunder.

       I.     PARTIAL INVALIDITY:

              If any term, provision, covenant, or condition of this Executive
              Plan is determined by an arbitrator or a court, as the case may
              be, to be invalid, void, or unenforceable, such determination
              shall not render any other term, provision, covenant, or condition
              invalid, void, or unenforceable, and the Executive Plan shall
              remain in full force and effect notwithstanding such partial
              invalidity.

       J.     NOT A CONTRACT OF EMPLOYMENT:

              This Agreement shall not be deemed to constitute a contract of
              employment between the parties hereto, nor shall any provision
              hereof restrict the right of the Bank to discharge the Executive,
              or restrict the right of the Executive to terminate employment.

       K.     PRESENT VALUE:

              All present value calculations under this Agreement shall be based
              on the following discount rate:

              Discount Rate:      The discount rate as used in the FASB 87
                                  calculations for the Executive Plan.

                                        6


       L.     MUTUAL TO STOCK CONVERSION OR A CHANGE OF CONTROL:

              Mutual to Stock Conversion shall mean the conversion of the Bank
              from a mutual savings bank to an entity that issues stock and is
              owned by its shareholders. Such Mutual to Stock Conversion shall
              be deemed to be a Change of Control for purposes of this
              Agreement. For the purposes of this Agreement, transfers on
              account of deaths or gifts, transfers between family members or
              transfers to a qualified retirement plan maintained by the Bank
              shall not be considered in determining whether there has been a
              Change of Control. The formation of a mutual holding company, for
              the purposes of this Agreement, is not a change of control.

       M.     DISABILITY AND DISABLED:

              Disability and Disabled shall mean because of injury or sickness:

              1.     You cannot perform each of the material duties of your
                     regular occupation; or

              2.     You, while unable to perform all of the material duties of
                     your regular occupation on a full-time basis, are:

                     a.     performing at least one of the material duties of
                            your regular occupation or another occupation on a
                            part-time or full-time basis; and

                     b.     earning currently at least twenty percent (20%) less
                            per month than your indexed per-disability earnings
                            due to the same sickness or injury.

       N.     SINGLE LIFE ANNUITIZED VALUE:

              Single Life Annuitized Value means the annual benefit, payable in
              the form of a single life annuity, that is actuarially equivalent
              in value to a specified lump sum amount where actuarial
              equivalence is determined on the basis of the 1983 Group Annuity
              Mortality Table (sex distinct) at the time of the determination
              and an interest rate equal to the Lehman Brothers Bond Index, as
              published for the most recent calendar month to end at least
              ninety (90) days prior to the date of determination. If such
              mortality table and/or interest rate assumption are not available
              at the time of the determination, then the Bank shall in good
              faith select another mortality table that purports to reflect
              current mortality trends and/or another interest rate that
              purports to reflect prevailing market rates.

       O.     FINAL COMPENSATION:

              Final Compensation means as of any date the Executive's annual
              base salary actually paid during the period of twelve (12)
              consecutive calendar months in

                                        7


              which the Executive's base salary was at the highest annual rate
              achieved during or prior to such date.

       P.     SOCIAL SECURITY BENEFIT:

              Social Security Benefit means the Executive's primary old-age
              insurance benefit payable to the Executive beginning at the age at
              which such benefit may be paid without reduction for early payment
              or increase for late payment. If it shall be necessary to
              determine the Executive's Social Security Benefit before the
              Executive has attained the age at which such benefit may be paid
              without reduction, the Executive's Social Security Benefit shall
              be deemed to be equal to the highest primary old-age insurance
              benefit payable to any person who reaches the age at which such
              benefit may be paid on an unreduced basis in the year in which the
              determination is being made.

       Q.     COLLATERAL ASSIGNMENT SPLIT DOLLAR PLAN BENEFIT:

              Collateral Assignment Split Dollar Plan Benefit means the maximum
              loan available for fifteen (15) years at Normal Retirement Age.

       R.     SUPERSEDE AND REPLACE ENTIRE AGREEMENT:

              This Agreement shall supersede the Executive Supplemental
              Retirement Plan Agreement dated January 1, 2004, and shall replace
              the entire Agreement of the parties pertaining to this particular
              Executive Salary Continuation Agreement.

XII.   ERISA PROVISION

       A.     NAMED FIDUCIARY AND PLAN ADMINISTRATOR:

              The "Named Fiduciary and Plan Administrator" of this Executive
              Plan shall be Hampden Savings Bank until its resignation or
              removal by the Board. As Named Fiduciary and Plan Administrator,
              the Bank shall be responsible for the management, control and
              administration of the Executive Plan. The Named Fiduciary may
              delegate to others certain aspects of the management and operation
              responsibilities of the Executive Plan including the employment of
              advisors and the delegation of ministerial duties to qualified
              individuals.

       B.     CLAIMS PROCEDURE AND ARBITRATION:

              In the event a dispute arises over benefits under this Executive
              Plan and benefits are not paid to the Executive (or to the
              Executive's beneficiary(ies) in the case of the Executive's death)
              and such claimants feel they are entitled to receive such
              benefits, then a written claim must be made to the Named Fiduciary
              and Plan Administrator named above within sixty (60) days from the
              date payments are refused. The Named Fiduciary and Plan
              Administrator shall review the written claim and if the claim is
              denied, in whole or in part, they shall provide in writing within
              sixty (60) days of receipt of such claim the specific reasons for
              such denial,

                                        8


              reference to the provisions of this Executive Plan upon which the
              denial is based and any additional material or information
              necessary to perfect the claim. Such written notice shall further
              indicate the additional steps to be taken by claimants if a
              further review of the claim denial is desired. A claim shall be
              deemed denied if the Named Fiduciary and Plan Administrator fail
              to take any action within the aforesaid sixty-day period.

              If claimants desire a second review they shall notify the Named
              Fiduciary and Plan Administrator in writing within sixty (60) days
              of the first claim denial. Claimants may review this Executive
              Plan or any documents relating thereto and submit any written
              issues and comments they may feel appropriate. In their sole
              discretion, the Named Fiduciary and Plan Administrator shall then
              review the second claim and provide a written decision within
              sixty (60) days of receipt of such claim. This decision shall
              likewise state the specific reasons for the decision and shall
              include reference to specific provisions of the Plan Agreement
              upon which the decision is based.

              If claimants continue to dispute the benefit denial based upon
              completed performance of this Executive Plan or the meaning and
              effect of the terms and conditions thereof, then claimants may
              submit the dispute to an arbitrator for final arbitration. The
              arbitrator shall be selected by mutual agreement of the Bank and
              the claimants. The arbitrator shall operate under any generally
              recognized set of arbitration rules. The parties hereto agree that
              they and their heirs, personal representatives, successors and
              assigns shall be bound by the decision of such arbitrator with
              respect to any controversy properly submitted to it for
              determination.

              Where a dispute arises as to the Bank's discharge of the Executive
              "for cause," such dispute shall likewise be submitted to
              arbitration as above described and the parties hereto agree to be
              bound by the decision thereunder.

XIII.  TERMINATION OR MODIFICATION OF AGREEMENT BY REASON OF CHANGES IN THE LAW,
       RULES OR REGULATIONS

       The Bank is entering into this Agreement upon the assumption that certain
       existing tax laws, rules and regulations will continue in effect in their
       current form. If any said assumptions should change and said change has a
       detrimental effect on this Executive Plan, then the Bank reserves the
       right to terminate or modify this Agreement accordingly. Upon a Change of
       Control (Paragraph IX), this paragraph shall become null and void
       effective immediately upon said Change of Control.

XIV.   EFFECTIVE DATE

       The Effective Date of the Executive Plan shall be January 1, 2004.

                                        9


       IN WITNESS WHEREOF, the parties hereto acknowledge that each has
carefully read this Agreement and executed the original thereof on the first day
set forth hereinabove, and that, upon execution, each has received a conforming
copy.

                                
                                   HAMPDEN SAVINGS BANK
                                   Springfield, MA


/s/ Ann Kantianis                  By:/s/ Robert A. Massey (Senior Vice President and Treasurer)
- ----------------------------          -----------------------------------------------------------
Witness                               (Bank Officer other than Executive)         Title


/s/ Ann Kantianis                  /s/ Thomas R. Burton
- ----------------------------       ---------------------------------------------
Witness                            Thomas R. Burton



                                       10

EX-10.8

                                                                   Exhibit 10.8

Form of Executive Salary Continuation Agreement between Hampden Bank and Richard
L. Debonis, William D. Marsh, III, Robert A. Massey, Robert J. Michel and Glenn
S. Welch.

                  EXECUTIVE SALARY CONTINUATION AGREEMENT THAT
                      SUPERCEDES AND REPLACES THE EXECUTIVE
                  SUPPLEMENTAL RETIREMENT PLAN AGREEMENT DATED
                                 JANUARY 1, 2004

       THIS AGREEMENT, made and entered into this_______ day
of__________________, 2004, by and between Hampden Savings Bank a bank organized
and existing under the laws of the Commonwealth of Massachusetts (hereinafter
referred to as the "Bank"), and _____________ an Executive of the Bank
(hereinafter referred to as the "Executive").

                                   WITNESSETH:

       WHEREAS, the Bank and the Executive are parties to the Executive Salary
Continuation Agreement dated the 1st day of January, 2004 between Hampden
Savings Bank and ________________ that provides for the payment of certain
benefits. This Executive Supplemental Retirement Plan Agreement and the benefits
provided hereunder shall supercede and replace the existing Executive
Supplemental Retirement Plan Agreement and the benefits provided thereby;

       WHEREAS, the Executive has been and continues to be a valued Executive of
the Bank, and is now serving the Bank as its __________;



       WHEREAS, it is the consensus of the Board of Directors (hereinafter
referred to as the "Board") that the Executive's services to the Bank in the
past have been of exceptional merit and have constituted an invaluable
contribution to the general welfare of the Bank in bringing the Bank to its
present status of operating efficiency and present position in its field of
activity;

       WHEREAS, the Executive's experience, knowledge of the affairs of the
Bank, reputation, and contacts in the industry are so valuable that assurance of
the Executive's continued services is essential for the future growth and
profits of the Bank and it is in the best interests of the Bank to arrange terms
of continued employment for the Executive so as to reasonably assure the
Executive remains in the Bank's employ during the Executive's lifetime or until
the age of retirement;

       WHEREAS, it is the desire of the Bank that the Executive's services be
retained as herein provided;

       WHEREAS, the Executive is willing to continue in the employ of the Bank
provided the Bank agrees to pay the Executive or the Executive's
beneficiary(ies), certain benefits in accordance with the terms and conditions
hereinafter set forth;

       ACCORDINGLY, it is the desire of the Bank and the Executive to enter into
this Agreement under which the Bank will agree to make certain payments to the
Executive at retirement or the Executive's beneficiary(ies) in the event of the
Executive's death pursuant to this Agreement;

       FURTHERMORE, it is the intent of the parties hereto that this Executive
Plan be considered an unfunded arrangement maintained primarily to provide
supplemental retirement benefits for the Executive, and be considered a
non-qualified benefit plan for purposes of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"). The Executive is fully advised of
the Bank's financial status and has had substantial input in the design and
operation of this benefit plan; and

       NOW, THEREFORE, in consideration of services performed in the past and to
be performed in the future as well as of the mutual promises and covenants
herein contained it is agreed as follows:

I.     EMPLOYMENT

       The Bank agrees to employ the Executive in such capacity as the Bank may
       from time to time determine. The Executive will continue in the employ of
       the Bank in such capacity and with such duties and responsibilities as
       may be assigned to him, and with such compensation as may be determined
       from time to time by the Board of Directors of the Bank.

II.    FRINGE BENEFITS

       The Salary continuation benefits provided by this Agreement are granted
       by the Bank as a fringe benefit to the Executive and are not part of any
       Salary reduction plan or an arrangement deferring a bonus or a Salary
       increase. The Executive has no option to take

                                        2



       any current payment or bonus in lieu of these Salary continuation
       benefits except as set forth hereinafter.

III.   RETIREMENT DATE AND NORMAL RETIREMENT AGE

       A.     RETIREMENT DATE:

       If the Executive remains in the continuous employ of the Bank, the
       Executive shall retire from active employment with the Bank on the
       Executive's sixty-fifth (65th) birthday, unless by action of the Board of
       Directors this period of active employment shall be shortened or
       extended.

       B.     NORMAL RETIREMENT AGE:

       Normal Retirement Age shall mean the date on which the Executive attains
       age sixty-five (65).

IV.    RETIREMENT BENEFIT AND POST-RETIREMENT DEATH BENEFIT

       Upon said retirement, the Bank, commencing with the first day of the
       month following the date of such retirement, shall pay the Executive an
       annual benefit equal to Thirty Thousand and //100th Dollars ($30,000.00).
       Said benefit shall be pain in equal monthly installments (1/12th of the
       annual benefit) until the death of the Executive. Upon the death of the
       Executive, if there is a remaining unpaid balance in the liability
       retirement account, then the Bank shall pay a lump sum reduced to present
       value as set forth in Subparagraph XI(K), to the individual or
       individuals the Executive may have designated in writing and filed with
       the Bank, to said beneficiary(ies). In the absence of any effective
       beneficiary designation, any such amounts becoming due and payable upon
       the death of the Executive shall be payable to the duly qualified
       executor or administrator of the Executive's estate. Said payments due
       hereunder shall begin the first day of the second month following the
       decease of the Executive.

V.     DEATH BENEFIT PRIOR TO RETIREMENT

       In the event the Executive should die while actively employed by the Bank
       at any time after the date of this Agreement but prior to the Executive
       attaining the age of sixty-five (65) years (or such later date as may be
       agreed upon), the Bank will pay an annual benefit equal to the accrued
       balance, on the date of death, of the Executive's accrued liability
       retirement account, to such individual or individuals as the Executive
       may have designated in writing and filed with the Bank. In the absence of
       any effective beneficiary designation, any such amounts becoming due and
       payable upon the death of the Executive shall be payable to the duly
       qualified executor or administrator of the Executive's estate. Said
       payment due hereunder shall be made the first day of the second month
       following the decease of the Executive.

VI.    DISABILITY BENEFIT

                                        3



       In the event the Executive becomes Disabled (Subparagraph XI [M]) prior
       to any Termination of Service, and the Executive's employment is
       terminated because of such Disability, he shall immediately begin
       receiving the benefits in Subparagraph IV above. Such benefit shall begin
       without regard to the Executive's Normal Retirement Age and the Executive
       shall be one hundred percent (100%) vested in the entire benefit amount.
       If there is a dispute regarding whether the Executive is Disabled, such
       dispute shall be resolved by a physician selected by the Bank and such
       resolution shall be binding upon all parties to this Agreement.

VII.   BENEFIT ACCOUNTING

       The Bank shall account for this benefit using the regulatory accounting
       principles of the Bank's primary federal regulator. The Bank shall
       establish an accrued liability retirement account for the Executive into
       which appropriate reserves shall be accrued.

VIII.  TERMINATION OF EMPLOYMENT

       Subject to Subparagraph VIII (i) hereinbelow, in the event that the
       employment of the Executive shall terminate prior to Normal Retirement
       Age, as provided in Paragraph III, by the Executive's voluntary action,
       or by the Executive's discharge by the Bank without cause, then this
       Agreement shall terminate upon the date of such termination of
       employment. The Bank shall pay to the Executive as severance compensation
       an amount of money equal to the accrued balance, on the date of
       termination, of the Executive's liability reserve account multiplied by
       fifty percent (50%) plus ten percent (10%) times the number of full years
       of employment with the Bank from the Effective Date of this Agreement (to
       a maximum of 100%). This severance compensation shall be paid in one
       hundred eighty (180) equal monthly installments with interest equal to
       the one-year Treasury bill as of the date of termination or paid in a
       lump sum.

       In the event the Executive's death should occur after such severance but
       prior to the completion of the monthly payments provided for in this
       Paragraph VIII, the remaining installments, or a lump sum, at the
       discretion of the Bank, shall be paid to such individual or individuals
       as the Executive may have designated in writing and filed with the Bank.
       In the .absence of any effective beneficiary designation, any such
       amounts shall be payable to the duly qualified executor or administrator
       of the Executive's estate. Said payments due hereunder shall begin the
       first day of the second month following the decease of the Executive.

       (i)    DISCHARGE FOR CAUSE: In the event the Executive shall be
              discharged for cause at any time, all benefits provided herein
              shall be forfeited. The term "for cause" shall mean any of the
              following that result in an adverse effect on the Bank: (i) gross
              negligence or gross neglect; (ii) the commission of a felony or
              gross misdemeanor involving fraud or dishonesty; (iii) the willful
              violation of any law, rule, or regulation (other than a traffic
              violation or similar offense); (iv) an intentional failure to
              perform stated duties; or (v) a breach of fiduciary duty involving
              personal profit. If a

                                        4



              dispute arises as to discharge "for cause," such dispute shall be
              resolved by arbitration as set forth in this Executive Plan.

IX.    MUTUAL TO STOCK CONVERSION OR CHANGE OF CONTROL

       Upon a Mutual to Stock Conversion or a Change of Control (as defined in
       Subparagraph XI (L) herein), if the Executive's employment is
       subsequently terminated, except for cause, then the Executive shall
       receive the benefits promised in this Agreement upon attaining Normal
       Retirement Age, as if the Executive had been continuously employed by the
       Bank until said Normal Retirement Age. The Executive will also remain
       eligible for all promised death benefits in this Agreement. In addition,
       no sale, merger, consolidation or conversion of the Bank shall take place
       unless the new or surviving entity expressly acknowledges the obligations
       under this Agreement and agrees to abide by its terms.

X.     RESTRICTIONS ON FUNDING

       The Bank shall have no obligation to set aside, earmark or entrust any
       fund or money with which to pay its obligations under this Executive
       Plan. The Executive, their beneficiary(ies), or any successor in interest
       shall be and remain simply a general creditor of the Bank in the same
       manner as any other creditor having a general claim for matured and
       unpaid compensation.

       The Bank reserves the absolute right, at its sole discretion, to either
       fund the obligations undertaken by this Executive Plan or to refrain from
       funding the same and to determine the extent, nature and method of such
       funding. Should the Bank elect to fund this Executive Plan, in whole or
       in part, through the purchase of life insurance, mutual funds, disability
       policies or annuities, the Bank reserves the absolute right, in its sole
       discretion, to terminate such funding at any time, in whole or in part.
       At no time shall any Executive be deemed to have any lien, right, title
       or interest in any specific funding investment or assets of the Bank.

       If the Bank elects to invest in a life insurance, disability or annuity
       policy on the life of the Executive, then the Executive shall assist the
       Bank by freely submitting to a physical exam and supplying such
       additional information necessary to obtain such insurance or annuities.

XI.    MISCELLANEOUS

       A.     ALIENABILITY AND ASSIGNMENT PROHIBITION:

              Neither the Executive, nor the Executive's surviving spouse, nor
              any other beneficiary(ies) under this Executive Plan shall have
              any power or right to transfer, assign, anticipate, hypothecate,
              mortgage, commute, modify or otherwise encumber in advance any of
              the benefits payable hereunder nor shall any of said benefits be
              subject to seizure for the payment of any debts, judgments,
              alimony or separate maintenance owed by the Executive or the
              Executive's beneficiary(ies), nor be transferable by operation of
              law in the event of bankruptcy, insolvency or

                                        5



              otherwise. In the event the Executive or any beneficiary attempts
              assignment, commutation, hypothecation, transfer or disposal of
              the benefits hereunder, the Bank's liabilities shall forthwith
              cease and terminate.

       B.     BINDING OBLIGATION OF THE BANK AND ANY SUCCESSOR IN INTEREST:

              The Bank shall not merge or consolidate into or with another bank
              or sell substantially all of its assets to another bank, firm or
              person until such bank, firm or person expressly agree, in
              writing, to assume and discharge the duties and obligations of the
              Bank under this Executive Plan. This Executive Plan shall be
              binding upon the parties hereto, their successors, beneficiaries,
              heirs and personal representatives.

       C.     AMENDMENT OR REVOCATION:

              Subject to Paragraph XIII, it is agreed by and between the parties
              hereto that, during the lifetime of the Executive, this Executive
              Plan may be amended or revoked at any time or times, in whole or
              in part, by the mutual written consent of the Executive and the
              Bank.

       D.     GENDER:

              Whenever in this Executive Plan words are used in the masculine or
              neuter gender, they shall be read and construed as in the
              masculine, feminine or neuter gender, whenever they should so
              apply.

       E.     EFFECT ON OTHER BANK BENEFIT PLANS:

              Nothing contained in this Executive Plan shall affect the right of
              the Executive to participate in or be covered by any qualified or
              non-qualified pension, profit-sharing, group, bonus or other
              supplemental compensation or fringe benefit plan constituting a
              part of the Bank's existing or future compensation structure.

       F.     HEADINGS:

              Headings and subheadings in this Executive Plan are inserted for
              reference and convenience only and shall not be deemed a part of
              this Executive Plan.

       G.     APPLICABLE LAW:

              The validity and interpretation of this Agreement shall be
              governed by the laws of the Commonwealth of Massachusetts.

       H.     12 U.S.C. SECTION 1828(k):

                                        6



              Any payments made to the Executive pursuant to this Executive
              Plan, or otherwise, are subject to and conditioned upon their
              compliance with 12 U.S.C. Section 1828(k) or any regulations
              promulgated thereunder.

       I.     PARTIAL INVALIDITY:

              If any term, provision, covenant, or condition of this Executive
              Plan is determined by an arbitrator or a court, as the case may
              be, to be invalid, void, or unenforceable, such determination
              shall not render any other term, provision, covenant, or condition
              invalid, void, or unenforceable, and the Executive Plan shall
              remain in full force and effect notwithstanding such partial
              invalidity.

       J.     NOT A CONTRACT OF EMPLOYMENT:

              This Agreement shall not be deemed to constitute a contract of
              employment between the parties hereto, nor shall any provision
              hereof restrict the right of the Bank to discharge the Executive,
              or restrict the right of the Executive to terminate employment.

       K.     PRESENT VALUE:

              All present value calculations under this Agreement shall be based
              on the following discount rate:

              Discount Rate:    The discount rate as used in the FASB 87
                                calculations for the Executive Plan.

       L.     MUTUAL TO STOCK CONVERSION OR A CHANGE OF CONTROL:

              Mutual to Stock Conversion shall mean the conversion of the Bank
              from a mutual savings bank to an entity that issues stock and is
              owned by its shareholders. Such Mutual to Stock Conversion shall
              be deemed to be a Change of Control for purposes of this
              Agreement. For the purposes of this Agreement, transfers on
              account of deaths or gifts, transfers between family members or
              transfers to a qualified retirement plan maintained by the Bank
              shall not be considered in determining whether there has been a
              Change of Control. The formation of a mutual holding company, for
              the purposes of this Agreement, is not a change of control.

       M.     DISABILITY AND DISABLED:

              Disability and Disabled shall mean because of injury or sickness:

                                        7



              1.     You cannot perform each of the material duties of your
                     regular occupation; or

              2.     You, while unable to perform all of the material duties of
                     your regular occupation on a full-time basis, are:

                     a.     performing at least one of the material duties of
                            your regular occupation or another occupation on a
                            part-time or full-time basis; and

                     b.     earning currently at least twenty percent (20%) less
                            per month than your indexed per-disability earnings
                            due to the same sickness or injury.

XII.   ERISA PROVISION

       A.     NAMED FIDUCIARY AND PLAN ADMINISTRATOR:

              The "Named Fiduciary and Plan Administrator" of this Executive
              Plan shall be Hampden Savings Bank until its resignation or
              removal by the Board. As Named Fiduciary and Plan Administrator,
              the Bank shall be responsible for the management, control and
              administration of the Executive Plan. The Named Fiduciary may
              delegate to others certain aspects of the management and operation
              responsibilities of the Executive Plan including the employment of
              advisors and the delegation of ministerial duties to qualified
              individuals.

       B.     CLAIMS PROCEDURE AND ARBITRATION:

              In the event a dispute arises over benefits under this Executive
              Plan and benefits are not paid to the Executive (or to the
              Executive's beneficiary(ies) in the case of the Executive's death)
              and such claimants feel they are entitled to receive such
              benefits, then a written claim must be made to the Named Fiduciary
              and Plan Administrator named above within sixty (60) days from the
              date payments are refused. The Named Fiduciary and Plan
              Administrator shall review the written claim and if the claim is
              denied, in whole or in part, they shall provide in writing within
              sixty (60) days of receipt of such claim the specific reasons for
              such denial, reference to the provisions of this Executive Plan
              upon which the denial is based and any additional material or
              information necessary to perfect the claim. Such written notice
              shall further indicate the additional steps to be taken by
              claimants if a further review of the claim denial is desired. A
              claim shall be deemed denied if the Named Fiduciary and Plan
              Administrator fail to take any action within the aforesaid
              sixty-day period.

              If claimants desire a second review they shall notify the Named
              Fiduciary and Plan Administrator in writing within sixty (60) days
              of the first claim denial. Claimants may review this Executive
              Plan or any documents relating thereto and submit any written
              issues and comments they may feel appropriate. In their sole
              discretion, the Named Fiduciary and Plan Administrator shall then
              review the

                                        8



              second claim and provide a written decision within sixty (60) days
              of receipt of such claim. This decision shall likewise state the
              specific reasons for the decision and shall include reference to
              specific provisions of the Plan Agreement upon which the decision
              is based.

              If claimants continue to dispute the benefit denial based upon
              completed performance of this Executive Plan or the meaning and
              effect of the terms and conditions thereof, then claimants may
              submit the dispute to an arbitrator for final arbitration. The
              arbitrator shall be selected by mutual agreement of the Bank and
              the claimants. The arbitrator shall operate under any generally
              recognized set of arbitration rules. The parties hereto agree that
              they and their heirs, personal representatives, successors and
              assigns shall be bound by the decision of such arbitrator with
              respect to any controversy properly submitted to it for
              determination.

              Where a dispute arises as to the Bank's discharge of the Executive
              "for cause," such dispute shall likewise be submitted to
              arbitration as above described and the parties hereto agree to be
              bound by the decision thereunder.

XIII.  TERMINATION OR MODIFICATION OF AGREEMENT BY REASON OF CHANGES IN THE LAW,
       RULES OR REGULATIONS

              The Bank is entering into this Agreement upon the assumption that
              certain existing tax laws, rules and regulations will continue in
              effect in their current form. If any said assumptions should
              change and said change has a detrimental effect on this Executive
              Plan, then the Bank reserves the right to terminate or modify this
              Agreement accordingly. Upon a Change of Control (Paragraph IX),
              this paragraph shall become null and void effective immediately
              upon said Change of Control.

XIV.   EFFECTIVE DATE

              The Effective Date of the Executive Plan shall be January 1, 2004.

                                        9



IN WITNESS WHEREOF, the parties hereto acknowledge that each has carefully read
this Agreement and executed the original thereof on the first day set forth
hereinabove, and that, upon execution, each has received a conforming copy.

                                HAMPDEN SAVINGS BANK
                                Springfield, MA


                                By:
- ----------------------------       --------------------------------------------
Witness                            (Bank Officer other than Executive)    Title


- ----------------------------    ---------------------------------------------
Witness                         Executive

                                       10



                          BENEFICIARY DESIGNATION FORM
              FOR THE EXECUTIVE SALARY CONTINUATION AGREEMENT THAT
               SUPERCEDES AND REPLACES THE EXECUTIVE SUPPLEMENTAL
                 RETIREMENT PLAN AGREEMENT DATED JANUARY 1, 2004

  
I.   PRIMARY DESIGNATION
               (YOU MAY REFER TO THE BENEFICIARY DESIGNATION INFORMATION PRIOR TO COMPLETION.)

     A.   PERSON(S) AS A PRIMARY DESIGNATION:
               (Please indicate the percentage for each beneficiary.)

Name___________________________________ Relationship________________________________ /____________%

Address:___________________________________________________________________________________________
               (Street)                    (City)                   (State)          (Zip)

Name___________________________________ Relationship________________________________ /____________%

Address:___________________________________________________________________________________________
               (Street)                    (City)                   (State)          (Zip)

Name___________________________________ Relationship________________________________ /____________%

Address:___________________________________________________________________________________________
               (Street)                    (City)                   (State)          (Zip)

Name___________________________________ Relationship________________________________ /____________%

Address:___________________________________________________________________________________________
               (Street)                    (City)                   (State)          (Zip)



     B.   ESTATE AS A PRIMARY DESIGNATION:

My Primary Beneficiary is The Estate of ___________________________ as set forth
in the last will and testament dated the ________day of ____________, ________
and any codicils thereto.

     C.   TRUST AS A PRIMARY DESIGNATION:

Name of the Trust:_________________________________________________________

Execution Date of the Trust:______/______/______

Name of the Trustee:_______________________________________________________

Beneficiary(ies) of the Trust (please indicate the percentage for each
beneficiary):
________________________________________________________________________________
________________________________________________________________________________

Is this an Irrevocable Life Insurance Trust? _______ Yes _______No
(If yes and this designation is for a Split Dollar agreement, an Assignment of
Rights form should be completed.)

                                       11



II.  SECONDARY (CONTINGENT) DESIGNATION

     A.   PERSON(S) AS A SECONDARY (CONTINGENT) DESIGNATION:
          (Please indicate the percentage for each beneficiary.)

 
Name___________________________________ Relationship________________________________ /____________%

Address:___________________________________________________________________________________________
               (Street)                    (City)                   (State)          (Zip)

Name___________________________________ Relationship________________________________ /____________%

Address:___________________________________________________________________________________________
               (Street)                    (City)                   (State)          (Zip)

Name___________________________________ Relationship________________________________ /____________%

Address:___________________________________________________________________________________________
               (Street)                    (City)                   (State)          (Zip)

Name___________________________________ Relationship________________________________ /____________%

Address:___________________________________________________________________________________________
               (Street)                    (City)                   (State)          (Zip)



     B.   ESTATE AS A SECONDARY (CONTINGENT) DESIGNATION:

My Secondary Beneficiary is The Estate of _________________________ as set forth
in the last will and testament dated the ________day of ____________, ________
and any codicils thereto.

     C.   TRUST AS A SECONDARY (CONTINGENT) DESIGNATION:

Name of the Trust:______________________________________________________________

Execution Date of the Trust:______/______/______

Name of the Trustee:____________________________________________________________

Beneficiary(ies) of the Trust (please indicate the percentage for each
beneficiary):
________________________________________________________________________________
________________________________________________________________________________

All sums payable under the Executive Salary Continuation Plan Agreement that
Supercedes and Replaces the Executive Supplemental Retirement Plan Agreement
dated January 1, 2004, by reason of my death shall be paid to the Primary
Beneficiary(ies), if he or she survives me, and if no Primary Beneficiary(ies)
shall survive me, then to the Secondary (Contingent) Beneficiary(ies). This
beneficiary designation is valid until the participant notifies the bank in
writing.


- -------------------------                      -----------------------
Executive                                      Date

                                       12



Hampden Bank entered into executive salary continuation agreements with Messrs.
Debonis, Marsh, Massey, Michel and Welch which are substantially identical in
all material respects (except as noted below) as the attached Form of Executive
Salary Continuation Agreement.

PARTIES TO EXECUTIVE SALARY CONTINUATION AGREEMENT:
- --------------------------------------------------

Hampden Bank and Richard L. Debonis
Hampden Bank and William D. Marsh, III
Hampden Bank and Robert A. Massey
Hampden Bank and Robert J. Michel (1)
Hampden Bank and Glenn S. Welch

(1)    Mr. Michel's Executive Salary Continuation Agreement is substantially
       identical to Exhibit 10.8 except as to the Normal Retirement Age,
       which is 62.

                                     13

EX-10.9

                                                                  Exhibit 10.9

Exhibit 10.9: Form of Trustee Supplemental Retirement Plan Agreement between
Hampden Bank and Donald R. Dupre, Thomas V. Foley, Francis V. Grimaldi,
Judith E. Kennedy, Stanley Kowalski, Jr., Kathleen O'Brien Moore, Mary Ellen
Scott, James Shriver, Eddie Wright and Stuart F. Young.


                 TRUSTEE SUPPLEMENTAL RETIREMENT PLAN AGREEMENT

     THIS AGREEMENT is made and entered into this ____ day of _____________,
2003, by and between Hampden Savings Bank, a bank organized and existing under
the laws of the Commonwealth of Massachusetts (hereinafter referred to as the
"Bank"), and ____________________, a member of the Board of Directors of the
Bank (hereinafter referred to as the "Trustee").

     WHEREAS, the Trustee is now serving on the Board of the Bank (hereinafter
referred to as the "Board") and has for many years faithfully served the Bank.
It is the consensus of the Board of Directors that the Trustee's services have
been of exceptional merit, in excess of the compensation paid and an invaluable
contribution to the profits and position of the Bank in its field of activity.
The Board further believes that the Trustee's experience, knowledge of corporate
affairs, reputation and industry contacts are of such value, and the Trustee's
continued services so essential to the Bank's future growth and profits, that it
would suffer severe financial loss should the Trustee terminate his/her service
on the Board;

     ACCORDINGLY, the Board has adopted the Hampden Savings Bank Trustee
Supplemental Retirement Plan (hereinafter referred to as the "Trustee Plan") and
it is the desire of the Bank and the Trustee to enter into this Agreement under
which the Bank will agree to make certain payments to the Trustee upon the
Trustee's retirement and to the Trustee's beneficiary(ies) in the event of the
Trustee's death pursuant to the Trustee Plan;

     FURTHERMORE, it is the intent of the parties hereto that this Trustee Plan
be considered an unfunded arrangement maintained primarily to provide
supplemental retirement benefits for the Trustee, and to be considered a
non-qualified benefit plan for purposes of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"). The Trustee is fully advised of the
Bank's financial status and has had substantial input in the design and
operation of this benefit plan; and

     NOW THEREFORE, in consideration of services the Trustee has performed in
the past and those to be performed in the future, and based upon the mutual
promises and covenants herein contained, the Bank and the Trustee agree as
follows:

I.   DEFINITIONS

     A.   EFFECTIVE DATE:

          The Effective Date of the Trustee Plan shall be __________________,
          2003.

     B.   PLAN YEAR:

          Any reference to the "Plan Year" shall mean a calendar year from
          January 1st to December 31st. In the year of implementation, the term
          "Plan Year" shall mean the period from the Effective Date to December
          31st of the year of the Effective Date.



     C.   RETIREMENT DATE:

          Retirement Date shall mean retirement from service with the Bank which
          becomes effective on the first day of the calendar month following the
          month in which the Trustee reaches age seventy (70) or such later date
          as the Trustee may actually retire.

     D.   TERMINATION OF SERVICE:

          Termination of Service shall mean the Trustee's voluntary resignation
          from service on the Board or failure to be re-elected to the Board,
          prior to the Normal Retirement Age (Subparagraph I [J]).

     E.   PRE-RETIREMENT ACCOUNT:

          A Pre-Retirement Account shall be established as a liability reserve
          account on the books of the Bank for the benefit of the Trustee. Prior
          to the Trustee's Termination of Service, such liability reserve
          account shall be increased or decreased each Plan Year, until the
          aforestated event occurs, by the Index Retirement Benefit
          (Subparagraph I [F]).

     F.   INDEX RETIREMENT BENEFIT:

          The Index Retirement Benefit for each Trustee in the Trustee Plan for
          each Plan Year shall be equal to the excess (if any) of the Index
          (Subparagraph I [G]) for that Plan Year over the Cost of Funds Expense
          (Subparagraph I [H]) for that Plan Year

     G.   INDEX:

          The Index for any Plan Year shall be the aggregate annual after-tax
          income from the life insurance contract(s) described hereinbelow as
          defined by FASB Technical Bulletin 85-4. This Index shall be applied
          as if such insurance contracts were purchased on the Effective Date of
          the Trustee Plan.

          Insurance Company:
          Policy Form:
          Policy Name:
          Insured's Age and Sex:
          Riders:
          Ratings:
          Option:
          Face Amount:
          Premiums Paid:
          Number of Premium Payments:
          Assumed Purchase Date:

                                        2


          If such contracts of life insurance are actually purchased by the
          Bank, then the actual policies as of the dates they were actually
          purchased shall be used in calculations under this Trustee Plan. If
          such contracts of life insurance are not purchased or are subsequently
          surrendered or lapsed, then the Bank shall receive annual policy
          illustrations that assume the above-described policies were purchased,
          or had not subsequently surrendered or lapsed. Said illustrations
          shall be received from the respective insurance companies and will
          indicate the increase in policy values for purposes of calculating the
          amount of the Index.

          In either case, references to the life insurance contracts are merely
          for purposes of calculating a benefit. The Bank has no obligation to
          purchase such life insurance and, if purchased, the Trustee and the
          Trustee's beneficiary(ies) shall have no ownership interest in such
          policy and shall always have no greater interest in the benefits under
          this Trustee Plan than that of an unsecured creditor of the Bank.

     H.   COST OF FUNDS EXPENSE:

          The Cost of Funds Expense for any Plan Year shall be calculated by
          taking the sum of the amount of premiums for the life insurance
          policies described in the definition of "Index" plus the amount of any
          after-tax benefits paid to the Trustee pursuant to the Trustee Plan
          (Paragraph II hereinafter) plus the amount of all previous years'
          after-tax Cost of Funds Expense, and multiplying that sum by the
          Average After-Tax Cost of Funds (Subparagraph I [K]).

     I.   MUTUAL TO STOCK CONVERSION OR A CHANGE OF CONTROL:

          Mutual to Stock Conversion shall mean the conversion of the Bank from
          a mutual savings bank to an entity that issues stock and is owned by
          its shareholders. Such Mutual to Stock Conversion shall be deemed to
          be a Change of Control for purposes of this Agreement. For the
          purposes of this Trustee Plan, transfers on account of deaths or
          gifts, transfers between family members or transfers to a qualified
          retirement plan maintained by the Bank shall not be considered in
          determining whether there has been a Change of Control. The formation
          of a mutual holding company, for the purposes of this Agreement, is
          not a change of control.

     J.   NORMAL RETIREMENT AGE:

          Normal Retirement Age shall mean the date on which the Trustee attains
          age seventy (70)

     K.   AVERAGE AFTER-TAX COST OF FUNDS:

          Average After-Tax Cost of Funds means, at any particular time, a
          ratio, the numerator of which is the total annualized interest expense
          as set forth on Schedule RI-Income Statement of the Bank's most
          recently filed Consolidated Report of Condition and Income (the "Call
          Report") and the denominator of which is an amount equal to: (i) the
          amount of deposits in domestic offices (sum

                                        3


          of total of columns A and C from Schedule RC-E of the Call Report),
          plus (ii) the amount of Federal funds purchased and securities sold
          under agreements to repurchase, as set forth on Schedule RC-Balance
          Sheet of the Call Report, times the inverse of the Bank's combined
          marginal income tax rate.

II.  INDEX BENEFITS

     A.   RETIREMENT BENEFITS:

          Subject to Subparagraph II (D) hereinafter, a Trustee who remains on
          the Board until the Normal Retirement Age (Subparagraph I [J]) shall
          be entitled to receive the balance in the Pre-Retirement Account in
          one hundred eighty (180)* equal monthly installments commencing thirty
          (30) days following the Trustee's retirement. In addition to these
          payments and commencing in conjunction therewith, the Index Retirement
          Benefit (Subparagraph I [F]) for each Plan Year subsequent to the
          Trustee's retirement, and including the remaining portion of the Plan
          Year in which the Trustee retires, shall be paid to the Trustee until
          the Trustee's death. Notwithstanding the foregoing, the amount of the
          aforestated payments shall not exceed fifty percent (50%) of the
          Trustee's annual fee as of the date of the Trustee's retirement.

     B.   TERMINATION OF SERVICE:

          Subject to Subparagraph II (D), should a Trustee suffer a Termination
          of Service the Trustee shall be entitled to receive fifty percent
          (50%), plus ten percent (10%) times the number of full years of
          service on the Board of the Bank from the Effective Date of this
          Agreement (to a maximum of 100%), times the balance in the
          Pre-Retirement Account payable to the Trustee in one hundred eighty
          (180)* equal monthly installments commencing thirty (30) days
          following the Trustee's Normal Retirement Age (Subparagraph I [J]). In
          addition to these payments and commencing in conjunction therewith,
          fifty percent (50%) plus ten (10%) times the number of full years of
          service on the Board with the Bank from the Effective Date of this
          Agreement (to a maximum of 100%), times the Index Retirement Benefit
          for each Plan Year subsequent to the year in which the Trustee attains
          Normal Retirement Age, and including the remaining portion of the Plan
          Year in which the Trustee attains Normal Retirement Age, shall be paid
          to the Trustee until the Trustee's death. Notwithstanding the
          foregoing, the amount of the aforestated payments shall not exceed
          fifty percent (50%) of the Trustee's annual fee as of the date of the
          Trustee's retirement.


                                        4


     C.   DEATH:

          Should the Trustee die while there is a balance in the Trustee's
          Pre-Retirement Account (Subparagraph I [E]), said unpaid balance shall
          be paid in a lump sum to the individual or individuals the Trustee may
          have designated in writing and filed with the Bank. In the absence of
          any effective beneficiary designation, the unpaid balance shall be
          paid as set forth herein to the duly qualified executor or
          administrator of the Trustee's estate. Said payment due hereunder
          shall be made the first day of the second month following the decease
          of the Trustee.

     D.   DISCHARGE FOR CAUSE:

          Should the Trustee be Discharged for Cause at any time, all benefits
          under this Trustee Plan shall be forfeited. The term "for cause" shall
          mean any of the following that result in an adverse effect on the
          Bank: (i) gross negligence or gross neglect; (ii) the commission of a
          felony or gross misdemeanor involving moral turpitude, fraud, or
          dishonesty; (iii) the willful violation of any law, rule, or
          regulation (other than a traffic violation or similar offense); (iv)
          an intentional failure to perform stated duties; or (v) a breach of
          fiduciary duty involving personal profit. If a dispute arises as to
          discharge "for cause," such dispute shall be resolved by arbitration
          as set forth in this Trustee Plan.

     E.   DEATH BENEFIT:

          Except as set forth above, there is no death benefit provided under
          this Agreement.

     F.   DISABILITY BENEFIT:

          In the event the Trustee becomes disabled prior to any Termination of
          Service, and the Trustee's service is terminated because of such
          disability, he shall immediately begin receiving the benefits in
          Subparagraph II (A) above. Such benefit shall begin without regard to
          the Trustee's Normal Retirement Age and the Trustee shall be one
          hundred percent (100%) vested in the entire benefit amount. If there
          is a dispute regarding whether the Trustee is disabled, such dispute
          shall be resolved by a physician selected by the Bank and such
          resolution shall be binding upon all parties to this Agreement.

III. RESTRICTIONS UPON FUNDING

     The Bank shall have no obligation to set aside, earmark or entrust any fund
     or money with which to pay its obligations under this Trustee Plan. The
     Trustees, their beneficiary(ies), or any successor in interest shall be and
     remain simply a general creditor of the Bank in the same manner as any
     other creditor having a general claim for matured and unpaid compensation.

                                        5


     The Bank reserves the absolute right, at its sole discretion, to either
     fund the obligations undertaken by this Trustee Plan or to refrain from
     funding the same and to determine the extent, nature and method of such
     funding. Should the Bank elect to fund this Trustee Plan, in whole or in
     part, through the purchase of life insurance, mutual funds, disability
     policies or annuities, the Bank reserves the absolute right, in its sole
     discretion, to terminate such funding at any time, in whole or in part. At
     no time shall any Trustee be deemed to have any lien nor right, title or
     interest in or to any specific funding investment or to any assets of the
     Bank.

     If the Bank elects to invest in a life insurance, disability or annuity
     policy upon the life of the Trustee, then the Trustee shall assist the Bank
     by freely submitting to a physical exam and supplying such additional
     information necessary to obtain such insurance or annuities.

IV.  MUTUAL TO STOCK CONVERSION OR CHANGE OF CONTROL

     Upon a Mutual to Stock Conversion or a Change of Control (as defined in
     Subparagraph I (I) herein), if the Trustee's service is subsequently
     terminated, except for cause, then the Trustee shall receive the benefits
     promised in this Agreement upon attaining Normal Retirement Age, as if he
     had been continuously serving the Bank until said Normal Retirement Age.
     The Trustee will also remain eligible for all promised death benefits in
     this Agreement. In addition, no sale, merger, consolidation or conversion
     of the Bank shall take place unless the new or surviving entity expressly
     acknowledges the obligations under this Agreement and agrees to abide by
     its terms.

V.   MISCELLANEOUS

     A.   ALIENABILITY AND ASSIGNMENT PROHIBITION:

          Neither the Trustee, nor the Trustee's surviving spouse, nor any other
          beneficiary(ies) under this Trustee Plan shall have any power or right
          to transfer, assign, anticipate, hypothecate, mortgage, commute,
          modify or otherwise encumber in advance any of the benefits payable
          hereunder nor shall any of said benefits be subject to seizure for the
          payment of any debts, judgments, alimony or separate maintenance owed
          by the Trustee or the Trustee's beneficiary(ies), nor be transferable
          by operation of law in the event of bankruptcy, insolvency or
          otherwise. In the event the Trustee or any beneficiary attempts
          assignment, commutation, hypothecation, transfer or disposal of the
          benefits hereunder, the Bank's liabilities shall forthwith cease and
          terminate.

     B.   BINDING OBLIGATION OF THE BANK AND ANY SUCCESSOR IN INTEREST:

          The Bank shall not merge or consolidate into or with another bank or
          sell substantially all of its assets to another bank, firm or person
          until such bank, firm or person expressly agree, in writing, to assume
          and discharge the duties and obligations of the Bank under this
          Trustee Plan. This Trustee Plan shall be binding upon the parties
          hereto, their successors, beneficiaries, heirs and personal
          representatives.

                                        6


     C.   AMENDMENT OR REVOCATION:

          Subject to Paragraph VII, it is agreed by and between the parties
          hereto that, during the lifetime of the Trustee, this Trustee Plan may
          be amended or revoked at any time or times, in whole or in part, by
          the mutual written consent of the Trustee and the Bank.

     D.   GENDER:

          Whenever in this Trustee Plan words are used in the masculine or
          neuter gender, they shall be read and construed as in the masculine,
          feminine or neuter gender, whenever they should so apply.

     E.   EFFECT ON OTHER BANK BENEFIT PLANS:

          Nothing contained in this Trustee Plan shall affect the right of the
          Trustee to participate in or be covered by any qualified or
          non-qualified pension, profit-sharing, group, bonus or other
          supplemental compensation or fringe benefit plan constituting a part
          of the Bank's existing or future compensation structure.

     F.   HEADINGS:

          Headings and subheadings in this Trustee Plan are inserted for
          reference and convenience only and shall not be deemed a part of this
          Trustee Plan.

     G.   APPLICABLE LAW:

          The validity and interpretation of this Agreement shall be governed by
          the laws of the Commonwealth of Massachusetts.

     H.   12 U.S.C.SECTION 1828(K):

          Any payments made to the Trustee pursuant to this Trustee Plan, or
          otherwise, are subject to and conditioned upon their compliance with
          12 U.S.C.SECTION 1828(k) or any regulations promulgated thereunder.

     I.   PARTIAL INVALIDITY:

          If any term, provision, covenant, or condition of this Trustee Plan is
          determined by an arbitrator or a court, as the case may be, to be
          invalid, void, or unenforceable, such determination shall not render
          any other term, provision, covenant, or condition invalid, void, or
          unenforceable, and the Trustee Plan shall remain in full force and
          effect notwithstanding such partial invalidity.

                                        7


     J.   CONTINUATION AS TRUSTEE:

          Neither this Agreement nor the payment of any benefits thereunder
          shall be construed as giving to the Trustee any right to be retained
          as a member of the Board of Directors of the Bank.

VI.  ERISA PROVISION

     A.   NAMED FIDUCIARY AND PLAN ADMINISTRATOR:

          The "Named Fiduciary and Plan Administrator" of this Trustee Plan
          shall be Hampden Savings Bank until its resignation or removal by the
          Board. As Named Fiduciary and Plan Administrator, the Bank shall be
          responsible for the management, control and administration of the
          Trustee Plan. The Named Fiduciary may delegate to others certain
          aspects of the management and operation responsibilities of the
          Trustee Plan including the employment of advisors and the delegation
          of ministerial duties to qualified individuals.

     B.   CLAIMS PROCEDURE AND ARBITRATION:

          In the event a dispute arises over benefits under this Trustee Plan
          and benefits are not paid to the Trustee (or to the Trustee's
          beneficiary(ies) in the case of the Trustee's death) and such
          claimants feel they are entitled to receive such benefits, then a
          written claim must be made to the Named Fiduciary and Plan
          Administrator named above within sixty (60) days from the date
          payments are refused. The Named Fiduciary and Plan Administrator shall
          review the written claim and if the claim is denied, in whole or in
          part, they shall provide in writing within sixty (60) days of receipt
          of such claim the specific reasons for such denial, reference to the
          provisions of this Trustee Plan upon which the denial is based and any
          additional material or information necessary to perfect the claim.
          Such written notice shall further indicate the additional steps to be
          taken by claimants if a further review of the claim denial is desired.
          A claim shall be deemed denied if the Named Fiduciary and Plan
          Administrator fail to take any action within the aforesaid sixty-day
          period.

          If claimants desire a second review they shall notify the Named
          Fiduciary and Plan Administrator in writing within sixty (60) days of
          the first claim denial. Claimants may review this Trustee Plan or any
          documents relating thereto and submit any written issues and comments
          it may feel appropriate. In their sole discretion, the Named Fiduciary
          and Plan Administrator shall then review the second claim and provide
          a written decision within sixty (60) days of receipt of such claim.
          This decision shall likewise state the specific reasons for the
          decision and shall include reference to specific provisions of the
          Plan Agreement upon which the decision is based.

          If claimants continue to dispute the benefit denial based upon
          completed performance of this Trustee Plan or the meaning and effect
          of the terms and conditions thereof, then claimants may submit the
          dispute to an arbitrator for final

                                        8


          arbitration. The arbitrator shall be selected by mutual agreement of
          the Bank and the claimants. The arbitrator shall operate under any
          generally recognized set of arbitration rules. The parties hereto
          agree that they and their heirs, personal representatives, successors
          and assigns shall be bound by the decision of such arbitrator with
          respect to any controversy properly submitted to it for determination.

          Where a dispute arises as to the Bank's discharge of the Trustee "for
          cause," such dispute shall likewise be submitted to arbitration as
          above described and the parties hereto agree to be bound by the
          decision thereunder.

VII. TERMINATION OR MODIFICATION OF AGREEMENT BY REASON OF CHANGES IN THE LAW,
     RULES OR REGULATIONS

     The Bank is entering into this Agreement upon the assumption that certain
     existing tax laws, rules and regulations will continue in effect in their
     current form. If any said assumptions should change and said change has a
     detrimental effect on this Trustee Plan, then the Bank reserves the right
     to terminate or modify this Agreement accordingly. Upon a Change of Control
     (Subparagraph I [I]), this paragraph shall become null and void effective
     immediately upon said Change of Control.

     IN WITNESS WHEREOF, the parties hereto acknowledge that each has carefully
read this Agreement and executed the original thereof on the first day set forth
hereinabove, and that, upon execution, each has received a conforming copy.

                                                 HAMPDEN SAVINGS BANK
                                                 Springfield, MA


- ----------------------------                     By:----------------------------
Witness                                          Title


- ----------------------------                     -------------------------------
Witness                                          Trustee

                                        9


                          BENEFICIARY DESIGNATION FORM
             FOR THE TRUSTEE SUPPLEMENTAL RETIREMENT PLAN AGREEMENT

  
I.   PRIMARY DESIGNATION
          (YOU MAY REFER TO THE BENEFICIARY DESIGNATION INFORMATION PRIOR TO COMPLETION.)

     A.   PERSON(S) AS A PRIMARY DESIGNATION:
          (Please indicate the percentage for each beneficiary.)

     Name_________________________ Relationship__________________________________________ /____________%

     Address:___________________________________________________________________________________________
                    (Street)                       (City)                (State)          (Zip)

     Name_________________________ Relationship__________________________________________ /____________%

     Address:___________________________________________________________________________________________
                    (Street)                       (City)                (State)          (Zip)

     Name_________________________ Relationship__________________________________________ /____________%

     Address:___________________________________________________________________________________________
                    (Street)                       (City)                (State)          (Zip)

     Name_________________________ Relationship__________________________________________ /____________%

     Address:___________________________________________________________________________________________
                    (Street)                       (City)                (State)          (Zip)



     B.   ESTATE AS A PRIMARY DESIGNATION:

     My Primary Beneficiary is The Estate of ______________________ as set forth
     in the last will and testament dated the ______ day of ______________, ____
     and any codicils thereto.

     C.   TRUST AS A PRIMARY DESIGNATION:

     Name of the Trust:_________________________________________________________

     Execution Date of the Trust:______/______/______

     Name of the Trustee:_______________________________________________________

     Beneficiary(ies) of the Trust (please indicate the percentage for each
     beneficiary):
     ___________________________________________________________________________
     ___________________________________________________________________________

     Is this an Irrevocable Life Insurance Trust? _______ Yes _______No
     (If yes and this designation is for a Split Dollar agreement, an Assignment
     of Rights form should be completed.)

                                       10


II.  SECONDARY (CONTINGENT) DESIGNATION

     A.   PERSON(S) AS A SECONDARY (CONTINGENT) DESIGNATION:
          (Please indicate the percentage for each beneficiary.)

                           
     Name_________________________ Relationship__________________________________________ /____________%

     Address:___________________________________________________________________________________________
                    (Street)                       (City)                (State)          (Zip)

     Name_________________________ Relationship__________________________________________ /____________%

     Address:___________________________________________________________________________________________
                    (Street)                       (City)                (State)          (Zip)

     Name_________________________ Relationship__________________________________________ /____________%

     Address:___________________________________________________________________________________________
                    (Street)                       (City)                (State)          (Zip)

     Name_________________________ Relationship__________________________________________ /____________%

     Address:___________________________________________________________________________________________
                    (Street)                       (City)                (State)          (Zip)

     

     B.   ESTATE AS A SECONDARY (CONTINGENT) DESIGNATION:

     My Secondary Beneficiary is The Estate of _________________________ as set
     forth in my last will and testament dated the _____ day of _______________,
     _____ and any codicils thereto.

     C.   TRUST AS A SECONDARY (CONTINGENT) DESIGNATION:

     Name of the Trust:_________________________________________________________

     Execution Date of the Trust:______/______/______

     Name of the Trustee:_______________________________________________________

     Beneficiary(ies) of the Trust (please indicate the percentage for each
     beneficiary):
     ___________________________________________________________________________
     ___________________________________________________________________________

All sums payable under the Trustee Supplemental Retirement Plan Agreement by
reason of my death shall be paid to the Primary Beneficiary(ies), if he or she
survives me, and if no Primary Beneficiary(ies) shall survive me, then to the
Secondary (Contingent) Beneficiary(ies). This beneficiary designation is valid
until the participant notifies the bank in writing.


- -------------------------                                -----------------------
Participant                                              Date

                                       11




Hampden Bank entered into supplemental retirement plan agreements with
Messrs. Dupre, Foley, Grimaldi, Kowalski, Shriver, Wright and Young, as well
as Ms. Kennedy, Ms. Moore and Ms. Scott, which are substantially identical in
all material respects (except as noted below) as the attached Form of Trustee
Supplemental Retirement Plan Agreement.

PARTIES TO TRUSTEE SUPPLEMENTAL RETIREMENT PLAN AGREEMENT:
- ---------------------------------------------------------

Hampden Bank and Donald R. Dupre (1)
Hampden Bank and Thomas V. Foley (2)
Hampden Bank and Francis V. Grimaldi (3)
Hampden Bank and Judith E. Kennedy
Hampden Bank and Stanley Kowalski, Jr.
Hampden Bank and Kathleen O'Brien Moore
Hampden Bank and Mary Ellen Scott
Hampden Bank and James Shriver (4)
Hampden Bank and Eddie Wright (5)
Hampden Bank and Stuart F. Young

(1)  Mr. Dupre's Trustee Supplemental Retirement Plan Agreement is substantially
     identical to Exhibit 10.9, except as to the Normal Retirement Age, which
     is 76, and the amount of the monthly installments in which the
     Pre-Retirement Account is paid out at Normal Retirement Age, which is 120.

(2)  Mr. Foley's Trustee Supplemental Retirement Plan Agreement is substantially
     identical to Exhibit 10.9, except as to the amount of the monthly
     installments in which the Pre-Retirement Account is paid out at Normal
     Retirement Age, which is 144.

(3)  Mr. Grimaldi's Trustee Supplemental Retirement Plan Agreement is
     substantially identical to Exhibit 10.9, except as to the Normal Retirement
     Age, which is 77, and the amount of the monthly installments in which the
     Pre-Retirement Account is paid out at Normal Retirement Age, which is 120.

(4)  Mr. Shriver's Trustee Supplemental Retirement Plan Agreement is
     substantially identical to Exhibit 10.9, except as to the Normal Retirement
     Age, which is 71, and the amount of the monthly installments in which the
     Pre-Retirement Account is paid out at Normal Retirement Age, which is 120.

(5)  Mr. Wright's Trustee Supplemental Retirement Plan Agreement is
     substantially identical to Exhibit 10.9, except as to the Normal Retirement
     Age, which is 75, and the amount of the monthly installments in which the
     Pre-Retirement Account is paid out at Normal Retirement Age, which is 120.


                                       12

EX-10.10.1

                                                               Exhibit 10.10.1


                             SPLIT DOLLAR AGREEMENT

     AGREEMENT made the 25th day of July, 1996, by and between Hampden Savings
Bank of the City of Springfield, Commonwealth of Massachusetts (hereinafter
called "the Corporation") and Thomas R. Burton of the Town of Suffield,
Connecticut (hereinafter called "the Employee").

     WHEREAS, the Employee wants to insure his life, for the benefit and
protection of his family, under a policy to be issued by Massachusetts Life
Insurance Company; and

     WHEREAS, the Corporation wants to help the Employee provide insurance for
the benefit and protection of his family by paying the full amount of the
premiums due on the policy on the Employee's life; and

     WHEREAS, the Employee will be the owner of the policy of insurance on his
life acquired pursuant to the terms of this Agreement and the policy will be
assigned to the Corporation as security for the repayment of the amounts which
the Corporation will contribute toward payment of the premiums due on the
policy;

     NOW, THEREFORE, in consideration of the mutual covenants contained herein,
it is agreed between the parties hereto as follows:

                                   ARTICLE 1

     APPLICATION FOR INSURANCE. The corporation will apply to Massachusetts
Mutual Life Insurance Company for a policy on his life in the face amount of
$746,278. When the policy is issued, the policy number, face amount and plan of
insurance shall be recorded on Schedule A attached hereto and the policy shall
then be subject to the terms of this Agreement.

                                   ARTICLE 2

     OWNERSHIP OF INSURANCE. The Employee will be the owner of the policy on the
Employee's life acquired pursuant to the terms of this Agreement and he may
exercise all the rights of ownership with respect to the policy except as
otherwise hereinafter provided.

                                   ARTICLE 3

     ELECTION OF DIVIDEND OPTION

     A. Dividends Applied to Paid Up Additional Insurance. All dividends
declared by Massachusetts Mutual Life Insurance Company on the policy on the
life of the Employee acquired pursuant to the terms of this Agreement shall be
applied to purchase paid up additional insurance on the life of the Employee.

                                       1


                                   ARTICLE 4

     PAYMENT OF PREMIUMS ON POLICY

     A. On or before the due date of each annual premium on the policy on the
Employee's life acquired pursuant to the terms of this Agreement, the
Corporation will pay to the Massachusetts Mutual Life Insurance Company the
annual premium for the policy.

                                   ARTICLE 5

     EMPLOYEE'S OBLIGATION TO CORPORATION. The Employee shall be obligated to
repay to the Corporation the amount which the Corporation pays to the Employee
under Article 4:A of this Agreement. This obligation of the Employee to the
Corporation shall be payable as provided in Article 8 and Article 10 of this
Agreement.

                                   ARTICLE 6

     ASSIGNMENT OR TERMINATION OF POLICY

     A. The Employee will collaterally assign the policy on his life, acquired
pursuant to the terms of this Agreement, to the Corporation as security for the
repayment of the amounts which the Corporation will pay to the Employee under
Article 4:A of this Agreement. This collateral assignment will not be altered or
changed without the consent of the Corporation.

                                   ARTICLE 7

     B. While this Agreement is in force and in effect, the Employee will
neither sell, borrow, surrender nor otherwise terminate or impair in any way the
policy on his life, acquired pursuant to the terms of this Agreement, without
the Corporation's consent.

                                   ARTICLE 8

     DEATH CLAIMS

     A. If the Employee dies prior to Retirement, the Corporation shall be
entitled to receive a portion of the death benefits provided under the policy on
the Employee's life acquired pursuant to the terms of this Agreement. This
amount shall be the excess of death proceeds payable over $450,000 or the amount
of its contributions, pursuant to Article 4:A of this Agreement, toward payment
of the premiums due on the policy, whichever is greater. The receipt of this
amount by the Corporation shall constitute satisfaction of the Employee's
obligation under Article 5 of this Agreement.

     B. If the Employee dies prior to Retirement, the beneficiary or
beneficiaries named by the Employee shall be entitled to receive the balance of
the remaining proceeds after payment of the amount to the Corporation outlined
in paragraph A. of this Article 8.

                                       2


                                   ARTICLE 9

     TERMINATION OF AGREEMENT. This Agreement shall terminate on the occurrence
of any of the following events:

          (a)    cessation of the Corporate business;

          (b)    written notice given by either party to the other;

          (c)    termination of the employment of the Employee;

          (d)    bankruptcy, receivership or dissolution of the Corporation;

          (e)    repayment in full by the Employee of the contributions made by
                 the Corporation under Article 4 of this Agreement toward
                 payments of the premiums due on the policy on the Employee's
                 life acquired pursuant to the terms of this Agreement, provided
                 that upon the receipt of such repayment the Corporation
                 releases the collateral assignment of the policy made by the
                 Employee pursuant to Article 6 of this Agreement.

                                   ARTICLE 10

     DISPOSITION OF POLICY ON TERMINATION OF AGREEMENT. If this Agreement is
terminated under paragraph (a), (b), (c), (d), or (e) of Article 9 of this
Agreement, the Employee shall have thirty days in which to pay the Corporation
the amount which it has contributed toward payment of the premiums due on the
policy on the Employee's life acquired pursuant to the terms of this Agreement.
Upon receipt of this amount which the Corporation shall release the collateral
assignment of the policy. If the Employee does not repay the amount which the
Corporation has contributed within this thirty day period, the Corporation may
enforce any rights which it has under the collateral assignment of the policy.

                                   ARTICLE 11

     INSURANCE COMPANY NOT A PARTY. The Massachusetts Mutual Life Insurance
Company

          (a)    shall not be deemed to be a party to this Agreement for any
                 purpose nor in any way responsible for its validity;

          (b)    shall not be obligated to inquire as to the distribution of any
                 monies payable or paid by it under the policy on the life of
                 the employee pursuant to the terms of this Agreement.

          (c)    shall be fully discharged from any and all liability under the
                 terms of any policy issued by it, which is subject to the terms
                 of this Agreement, upon payment or other performance of its
                 obligations in accordance with the terms of such policy.

                                       3


                                   ARTICLE 12

     AMENDMENT OF AGREEMENT. This Agreement shall not be modified or amended
except by a writing signed by the Corporation and the Employee. This Agreement
shall be binding upon the heirs, administrators or executors and the successors
and assigns of each party to this Agreement.

                                   ARTICLE 13

     STATE LAW. This Agreement shall be subject to and shall be construed under
the laws of the Commonwealth of Massachusetts.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement at
_______________, Commonwealth of Massachusetts.


                                                 (Employee)
                                                 /S/ THOMAS R. BURTON
                                                 ------------------------

Corporate Seal                                   (Company)
                                                 HAMPDEN SAVINGS BANK
                                                 ------------------------
Attest:                                          By: /S/ ROBERT A. MASSEY
                                                 ------------------------
                                                    (Treasurer)

                                       4

EX-10.10.2

                                                               Exhibit 10.10.2


                             SPLIT DOLLAR AGREEMENT

     AGREEMENT made the 18th day of August, 1999, by and between Hampden Savings
Bank of the City of Springfield, Commonwealth of Massachusetts (hereinafter
called "the Corporation") and Robert J. Michel of the Town of Agawam,
Commonwealth of Massachusetts (hereinafter called "the Employee").

     WHEREAS, the Employee wants to insure his life, for the benefit and
protection of his family, under a policy to be issued by Massachusetts Life
Insurance Company; and

     WHEREAS, the Corporation wants to help the Employee provide insurance for
the benefit and protection of his family by paying the full amount of the
premiums due on the policy on the Employee's life; and

     WHEREAS, the Employee will be the owner of the policy of insurance on his
life acquired pursuant to the terms of this Agreement and the policy will be
assigned to the Corporation as security for the repayment of the amounts which
the Corporation will contribute toward payment of the premiums due on the
policy;

     NOW, THEREFORE, in consideration of the mutual covenants contained herein,
it is agreed between the parties hereto as follows:

                                    ARTICLE 1

     APPLICATION FOR INSURANCE. The corporation will apply to Massachusetts
Mutual Life Insurance Company for a Life Paid-Up at 65 policy on his life in the
face amount of $409,211.00. When the policy is issued, the policy number, face
amount and plan of insurance shall be recorded on Schedule A attached hereto and
the policy shall then be subject to the terms of this Agreement.

                                    ARTICLE 2

     OWNERSHIP OF INSURANCE. The Employee will be the owner of the policy on the
Employee's life acquired pursuant to the terms of this Agreement and he may
exercise all the rights of ownership with respect to the policy except as
otherwise hereinafter provided.

                                    ARTICLE 3

     ELECTION OF DIVIDEND OPTION.

     A.   Dividends Applied to Buy Paid Up Insurance. All dividends declared by
Massachusetts Mutual Life Insurance Company on the policy on the life of the
Employee acquired pursuant to the terms of this Agreement, or any part thereof
as may be necessary, shall be applied to purchase Paid Up Insurance Additions on
the life of the Employee.



                                    ARTICLE 4

     PAYMENT OF PREMIUMS ON POLICY.

     A.   On or before the due date of each annual premium on the policy on the
Employee's life acquired pursuant to the terms of this Agreement, the
Corporation will pay to the Massachusetts Mutual Life Insurance Company the
annual premium for the policy.

                                    ARTICLE 5

     EMPLOYEE'S OBLIGATION TO CORPORATION. The Employee shall be obligated to
repay to the Corporation the amount which the Corporation pays to the Employee
under Article 4:A of this Agreement. This obligation of the Employee to the
Corporation shall be payable as provided in Article 8 and Article 10 of this
Agreement.

                                    ARTICLE 6

     ASSIGNMENT OR TERMINATION OF POLICY.

     A.   The Employee will collaterally assign the policy on his life, acquired
pursuant to the terms of this Agreement, to the Corporation as security for the
repayment of the amounts which the Corporation will pay to the Employee under
Article 4:A of this Agreement. This collateral assignment will not be altered or
changed without the consent of the Corporation.

                                    ARTICLE 7

     B.   While this Agreement is in force and in effect, the Employee will
neither sell, surrender nor otherwise terminate the policy on his life, acquired
pursuant to the terms of this Agreement, without the Corporation's consent.

                                    ARTICLE 8

     DEATH CLAIMS

     A.   When the Employee dies, the Corporation shall be entitled to receive a
portion of the death benefits provided under the policy on the Employee's life
acquired pursuant to the terms of this Agreement. The amount shall be the sum of
its contributions, pursuant to Article 4:A of this Agreement, toward payment of
the premiums due on the policy. The receipt of this amount by the Corporation
shall constitute satisfaction of the Employee's obligation under Article 5 of
this Agreement.

     B.   When the Employee dies, the beneficiary or beneficiaries named by the
Employee shall be entitled to receive the amount of the death benefits provided
under the policy on the Employee's life in excess of the amount payable to the
Corporation under paragraph A of this Article.

                                        2


                                    ARTICLE 9

     TERMINATION OF AGREEMENT. This Agreement shall terminate on the occurrence
of any of the following events:

          (a)  cessation of the Corporate business;

          (b)  written notice given by either party to the other;

          (c)  termination of the employment of the Employee;

          (d)  bankruptcy, receivership or dissolution of the Corporation;

          (e)  repayment in full by the Employee of the contributions made by
               the Corporation, under Article 4 of this Agreement toward
               payments of the premiums due on the policy on the Employee's life
               acquired pursuant to the terms of this Agreement, provided that
               upon the receipt of such repayment the Corporation releases the
               collateral assignment of the policy made by the Employee pursuant
               to Article 6 of this Agreement.

                                   ARTICLE 10

     DISPOSITION OF POLICY ON TERMINATION OF AGREEMENT. If this Agreement is
terminated under paragraph (a), (b), (c), (d), or (e) of Article 9 of this
Agreement, the Employee shall have thirty days in which to pay the Corporation
the amount which it has contributed toward payment of the premiums due on the
policy on the Employee's life acquired pursuant to the terms of this Agreement.
Upon receipt of this amount which the Corporation shall release the collateral
assignment of the policy. If the Employee does not repay the amount which the
Corporation has contributed within this thirty day period, the Corporation may
enforce any rights which it has under the collateral assignment of the policy.

                                   ARTICLE 11

     INSURANCE COMPANY NOT A PARTY.  The Massachusetts Mutual Life Insurance
Company

          (a)  shall not be deemed to be a party to this Agreement for any
               purpose nor in any way responsible for its validity;

          (b)  shall not be obligated to inquire as to the distribution of any
               monies payable or paid by it under the policy on the life of the
               Employee acquired pursuant to the terms of this Agreement.

          (c)  shall be fully discharged from any and all liability under the
               terms of any policy issued by it, which is subject to the terms
               of this Agreement, upon payment or other performance of its
               obligations in accordance with the terms of such policy.

                                        3


                                   ARTICLE 12

     AMENDMENT OF AGREEMENT. This Agreement shall not be modified or amended
except by a writing signed by the Corporation and the Employee. This Agreement
shall be binding upon the heirs, administrators or executors and the successors
and assigns of each party to this Agreement.

                                   ARTICLE 13

     STATE LAW. This Agreement shall be subject to and shall be construed under
the laws of the Commonwealth of Massachusetts.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement at
Springfield, Commonwealth of Massachusetts.

                                              Employee: /s/ Robert J. Michel
                                                        ----------------------
                                        (Employee)


Corporate Seal                          (Company)

Attest:                                 By: /s/ Robert A. Massey
                                           -----------------------------------
                                           (Treasurer)

                                        4

EX-21.1

                                                                    EXHIBIT 21.1

                      SUBSIDIARIES OF HAMPDEN BANCORP, INC.

The following will be a wholly-owned direct subsidiary of Hampden Bancorp,
Inc. upon completion of the conversion:


NAME OF SUBSIDIARY                              JURISDICTION OF INCORPORATION


Hampden Bank                                    Massachusetts

The following are wholly-owned subsidiaries of Hampden Bank:


NAME OF SUBSIDIARY                              JURISDICTION OF INCORPORATION


Hampden Investment Corporation                  Massachusetts

Hampden Insurance Agency                        Massachusetts

EX-23.2

                                                              Exhibit 23.2

RP(R) FINANCIAL, LC
- ---------------------------------------
Financial Services Industry Consultants



                                         September 15, 2006

Board of Trustees
Hampden Bank
19 Harrison Avenue
Springfield, MA 01102

Members of the Board of Trustees:

We hereby consent to the use of our firm's name in the Registration Statement
on Form S-1 for Hampden Bancorp, Inc. and any amendments thereto. We also
hereby consent to the inclusion of, summary of and references to our
Appraisal in such filings including the prospectus of Hampden Bancorp, Inc.


                                        Sincerely,
                                        RP(R) FINANCIAL, LC.

                                        /s/ RP FINANCIAL, LC.



- -------------------------------------------------------------------------------
WASHINGTON HEADQUARTERS
Rosslyn Center                                        Telephone: (703) 528-1700
1700 North Moore Street, Suite 2210                     Fax No.: (703) 528-1788
Arlington, VA 22209                               Toll-Free No.: (866) 723-0594
www.rpfinancial.com                                E-Mail: mail@rpfinancial.com

EX-23.3

                                                             Exhibit 23.3

                                              Certified Public Accountants
[WOLF COMPANY LOGO]                               and Business Consultants
- --------------------------------------------------------------------------

       CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Prospectus and Registration Statement on Form
S-1 of our report dated August 3, 2006 on the consolidated financial
statements of Hampden Bancorp, MHC as of June 30, 2006 and 2005 and for each
of the years in the three-year period ended June 30, 2006, appearing in the
Prospectus, which is part of this Registration Statement on Form S-1. We
further consent to the references to us under the headings "Tax Aspects of
the Conversion", "Legal and Tax Opinions" and "Experts" in such Prospectus
and Registration Statement.

We also consent to the use of our State Tax Opinion appearing as an exhibit
to the Prospectus and Registration Statement.



/s/ Wolf & Company, P.C.
- -------------------------
Boston, Massachusetts
September 13, 2006





             99 High Street - Boston, Massachusetts - 02110-2320
                   Phone 617-439-9700 - Fax 617-542-0400
        1500 Main Street - Suite 1500 - Springfield, Massachusetts - 01115
                   Phone 413-747-9042 - Fax 413-739-5149
                            www.wolfandco.com

EX-99.1

                                                                    EXHIBIT 99.1



                           PRO FORMA VALUATION REPORT
                              HAMPDEN BANCORP, INC.

                          PROPOSED HOLDING COMPANY FOR
                                  HAMPDEN BANK

                           SPRINGFIELD, MASSACHUSETTS

                                  DATED AS OF:
                                SEPTEMBER 1, 2006









                              RP(R) FINANCIAL, LC.
                             1700 NORTH MOORE STREET
                                   SUITE 2210
                            ARLINGTON, VIRGINIA 22209






RP(R) FINANCIAL, LC.
- ---------------------------------------
Financial Services Industry Consultants

                                                               September 1, 2006


Board of Directors
Hampden Bancorp, MHC
Hampden Bank
19 Harrison Avenue
Springfield, Massachusetts  01102

Members of the Board of Directors:

     At your request, we have completed and hereby provide an independent
appraisal ("Appraisal") of the estimated pro forma market value of the common
stock which is to be offered in connection with the plan of stock issuance
described below. This Appraisal is furnished pursuant to the conversion
regulations promulgated by the Office of Thrift Supervision ("OTS").
Specifically, this Appraisal has been prepared in accordance with the
"Guidelines for Appraisal Reports for the Valuation of Savings and Loan
Associations Converting from Mutual to Stock Form of Organization" as set forth
by the OTS, and applicable regulatory interpretations thereof. Such Valuation
Guidelines are relied upon by the Federal Deposit Insurance Corporation ("FDIC")
and the Massachusetts Division of Banks in the absence of separate written
valuation guidelines.


DESCRIPTION OF PLAN OF CONVERSION

     On June 1, 2004, Hampden Bank ("Hampden" or the "Bank") reorganized into
the mutual holding company structure. As part of the reorganization, Hampden
formed Hampden Bancorp, MHC (the "MHC"), a Massachusetts-chartered mutual
holding company regulated by the Federal Reserve Board. At such time, Hampden
became a state-chartered stock savings bank, and a wholly-owned subsidiary of
the MHC. No shares were publicly issued at the time of the MHC reorganization.

     The respective Boards of Directors of the MHC and the Bank adopted a plan
of conversion on July 25, 2006. Pursuant to the plan of conversion, the
organization will convert from the mutual holding company form of organization
to the full stock form and will sell shares of common stock to the public in a
stock offering. The MHC will be merged into the Bank and Hampden Bancorp, Inc.
("Hampden Bancorp" or the "Company"), a Delaware corporation, will own 100% of
the Bank. When the stock issuance is completed, all of the capital stock of the
Bank will be owned by Hampden Bancorp, and all of the common stock of Hampden
Bancorp will be owned by public stockholders.


- --------------------------------------------------------------------------------
WASHINGTON HEADQUARTERS
Rosslyn Center                                       Telephone:  (703) 528-1700
1700 North Moore Street, Suite 2210                    Fax No.:  (703) 528-1788
Arlington, VA  22209                             Toll-Free No.:  (866) 723-0594
www.rpfinancial.com                               E-Mail:  mail@rpfinancial.com




     Pursuant to the plan of conversion, Hampden Bancorp will offer its stock in
a subscription offering to Eligible Account Holders, Supplemental Eligible
Account Holders, The Tax-Qualified Employee Benefit Plans and Employees,
Officers, Directors, Trustees and Corporators. To the extent that shares remain
available for purchase after satisfaction of all subscriptions received in the
subscription offering, the shares may be offered for sale in a direct or
syndicated community offering.

     At this time, no other activities are contemplated for Hampden Bancorp
other than the ownership of the Bank, a loan to the newly-formed ESOP and
reinvestment of the proceeds that are retained by Hampden Bancorp. In the
future, Hampden Bancorp may acquire or organize other operating subsidiaries,
diversify into other banking-related activities, pay dividends to shareholders
and/or repurchase its stock, although there are no specific plans to undertake
such activities at the present time.

     The plan of conversion provides for the establishment of the Hampden Bank
Charitable Foundation (the "Foundation"). The Foundation will be funded with
common stock contributed by the Company in an amount equal to 5% of the shares
issued publicly. The Foundation will be dedicated to assist the communities
within Hampden's market area beyond community development and lending and will
enhance the Bank's current activities under the Community Reinvestment Act.


RP(R) FINANCIAL, LC.

     RP(R) Financial, LC. ("RP Financial") is a financial consulting firm
serving the financial services industry nationwide that, among other things,
specializes in financial valuations and analyses of business enterprises and
securities, including the pro forma valuation for savings institutions
converting from mutual-to-stock form. The background and experience of RP
Financial is detailed in Exhibit V-1. We believe that, except for the fee we
will receive for our appraisal, we are independent of the Bank and the other
parties engaged by Hampden to assist in the corporate reorganization and stock
issuance process.


VALUATION METHODOLOGY

     In preparing our appraisal, we have reviewed the Bank's and the Company's
regulatory applications, including the prospectus as filed with the FDIC, the
Massachusetts Division of Banks and the Securities and Exchange Commission
("SEC"). We have conducted a financial analysis of the Bank that has included
due diligence related discussions with Hampden's management; Wolf & Company,
P.C., the Bank's independent auditor; Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, P.C., Hampden's conversion counsel; and Keefe Bruyette & Woods, Inc.,
which has been retained as the financial and marketing advisor in connection
with the Bank's stock offering. All conclusions set forth in the Appraisal were
reached independently from such discussions. In addition, where appropriate, we
have considered information based on other available published sources that we
believe are reliable. While we believe the information


                                       2




and data gathered from all these sources are reliable, we cannot guarantee the
accuracy and completeness of such information.

     We have investigated the competitive environment within which Hampden
operates and have assessed the Bank's relative strengths and weaknesses. We have
monitored all material regulatory and legislative actions affecting financial
institutions generally and analyzed the potential impact of such developments on
Hampden and the industry as a whole to the extent we were aware of such matters.
We have analyzed the potential effects of the stock conversion on the Bank's
operating characteristics and financial performance as they relate to the pro
forma market value of Hampden Bancorp. We have reviewed the economy and
demographic characteristics of the primary market area in which the Bank
currently operates. We have compared Hampden's financial performance and
condition with publicly-traded thrift institutions evaluated and selected in
accordance with the Valuation Guidelines, as well as all publicly-traded thrifts
and thrift holding companies. We have reviewed conditions in the securities
markets in general and the market for thrifts and thrift holding companies,
including the market for new issues.

     The Appraisal is based on Hampden's representation that the information
contained in the regulatory applications and additional information furnished to
us by the Bank and its independent auditors, legal counsel, investment bankers
and other authorized agents are truthful, accurate and complete. We did not
independently verify the financial statements and other information provided by
the Bank, or its independent auditors, legal counsel, investment bankers and
other authorized agents nor did we independently value the assets or liabilities
of the Bank. The valuation considers Hampden only as a going concern and should
not be considered as an indication of the Bank's liquidation value.

     Our appraised value is predicated on a continuation of the current
operating environment for the Bank and the Company and for all thrifts and their
holding companies. Changes in the local and national economy, the federal and
state legislative and regulatory environments for financial institutions and
mutual holding companies, the stock market, interest rates, and other external
forces (such as natural disasters or significant world events) may occur from
time to time, often with great unpredictability, and may materially impact the
value of thrift stocks as a whole or the Bank's value alone. It is our
understanding that Hampden intends to remain an independent institution and
there are no current plans for selling control of the Bank as a converted
institution. To the extent that such factors can be foreseen, they have been
factored into our analysis.

     The estimated pro forma market value is defined as the price at which the
Company's stock, immediately upon completion of the offering, would change hands
between a willing buyer and a willing seller, neither being under any compulsion
to buy or sell and both having reasonable knowledge of relevant facts.



                                       3



VALUATION CONCLUSION

     It is our opinion that, as of September 1, 2006, the estimated aggregate
pro forma market value of the shares to be issued immediately following the
conversion, including shares to be issued to the Foundation, equaled $60,112,500
at the midpoint, equal to 6,011,250 shares offered at a per share value of
$10.00. Pursuant to conversion guidelines, the 15% offering range indicates a
minimum value of $51,095,630 and a maximum value of $69,129,380. Based on the
$10.00 per share offering price determined by the Board, this valuation range
equates to total shares outstanding of 5,109,563 at the minimum and 6,912,938 at
the maximum. In the event the appraised value is subject to an increase, the
aggregate pro forma market value may be increased up to a supermaximum value of
$79,498,790 without a resolicitation. Based on the $10.00 per share offering
price, the supermaximum value would result in total shares outstanding of
7,949,879. Based on this valuation range, the offering range is as follows:
$48,662,500 at the minimum, $57,250,000 at the midpoint, $65,837,500 at the
maximum and $75,713,130 at the supermaximum. Based on the $10.00 per share
offering price, the number of offering shares is as follows: 4,866,250 at the
minimum, 5,725,000 at the midpoint, 6,583,750 at the maximum and 7,571,313 at
the supermaximum.


LIMITING FACTORS AND CONSIDERATIONS

     The valuation is not intended, and must not be construed, as a
recommendation of any kind as to the advisability of purchasing shares of the
common stock. Moreover, because such valuation is determined in accordance with
applicable regulatory guidelines and is necessarily based upon estimates and
projections of a number of matters, all of which are subject to change from time
to time, no assurance can be given that persons who purchase shares of common
stock in the conversion will thereafter be able to buy or sell such shares at
prices related to the foregoing valuation of the estimated pro forma market
value thereof. The appraisal reflects only a valuation range as of this date for
the pro forma market value of Hampden Bancorp immediately upon issuance of the
stock and does not take into account any trading activity with respect to the
purchase and sale of common stock in the secondary market on the date of
issuance of such securities or at anytime thereafter following the completion of
the public stock offering.

     The valuation prepared by RP Financial in accordance with applicable
regulatory guidelines was based on the financial condition and operations of
Hampden Bancorp, MHC as of June 30, 2006, the date of the financial data
included in the prospectus.

     RP Financial is not a seller of securities within the meaning of any
federal and state securities laws and any report prepared by RP Financial shall
not be used as an offer or solicitation with respect to the purchase or sale of
any securities. RP Financial maintains a policy which prohibits RP Financial,
its principals or employees from purchasing stock of its financial institution
clients.

                                       4


     The valuation will be updated as provided for in the conversion regulations
and guidelines. These updates will consider, among other things, any
developments or changes in the financial performance and condition of Hampden,
management policies, and current conditions in the equity markets for thrift
stocks, both existing issues and new issues. These updates may also consider
changes in other external factors which impact value including, but not limited
to: various changes in the federal and state legislative and regulatory
environments for financial institutions, the stock market and the market for
thrift stocks, and interest rates. Should any such new developments or changes
be material, in our opinion, to the valuation of the shares, appropriate
adjustments to the estimated pro forma market value will be made. The reasons
for any such adjustments will be explained in the update at the date of the
release of the update.


                                           Respectfully submitted,

                                           RP(R)FINANCIAL, LC.



                                           /s/ Ronald S. Riggins
                                           --------------------------------
                                           Ronald S. Riggins
                                           President and Managing Director



                                           /s/ James J. Oren
                                           --------------------------------
                                           James J. Oren
                                           Senior Vice President

                                       5



RP(R) FINANCIAL, LC.


                                TABLE OF CONTENTS
                                  HAMPDEN BANK
                           SPRINGFIELD, MASSACHUSETTS




                                                                       PAGE
 DESCRIPTION                                                          NUMBER
 -----------                                                          ------
                                                                   

CHAPTER ONE                     OVERVIEW AND FINANCIAL ANALYSIS
- -----------

  Introduction                                                        1.1
  Plan of Conversion                                                  1.1
  Strategic Overview                                                  1.2
  Balance Sheet Trends                                                1.4
  Income and Expense Trends                                           1.8
  Interest Rate Risk Management                                       1.12
  Lending Activities and Strategy                                     1.13
  Asset Quality                                                       1.16
  Funding Composition and Strategy                                    1.17
  Subsidiary Operations                                               1.18
  Legal Proceedings                                                   1.18



CHAPTER TWO                     MARKET AREA
- -----------

  Introduction                                                        2.1
  National Economic Factors                                           2.2
  Interest Rate Environment                                           2.4
  Market Area Demographics                                            2.4
  Economy                                                             2.7
  Competition                                                         2.9
  Market Area Deposit Characteristics                                 2.10



CHAPTER THREE                   PEER GROUP ANALYSIS
- -------------

  Peer Group Selection                                                3.1
  Financial Condition                                                 3.6
  Income and Expense Components                                       3.9
  Loan Composition                                                    3.12
  Credit Risk                                                         3.14
  Interest Rate Risk                                                  3.16
  Summary                                                             3.16







                                TABLE OF CONTENTS
                                  HAMPDEN BANK
                           SPRINGFIELD, MASSACHUSETTS
                                   (CONTINUED)





                                                                       PAGE
 DESCRIPTION                                                          NUMBER
 -----------                                                          ------
                                                                   

CHAPTER FOUR                    VALUATION ANALYSIS
- ------------

  Introduction                                                         4.1
  Appraisal Guidelines                                                 4.1
  RP Financial Approach to the Valuation                               4.1
  Valuation Analysis                                                   4.2
      1. Financial Condition                                           4.3
      2. Profitability, Growth and Viability of Earnings               4.4
      3. Asset Growth                                                  4.5
      4. Primary Market Area                                           4.6
      5. Dividends                                                     4.7
      6. Liquidity of the Shares                                       4.8
      7. Marketing of the Issue                                        4.8
             A. The Public Market                                      4.9
             B. The New Issue Market                                   4.14
             C. The Acquisition Market                                 4.18
      8. Management                                                    4.18
      9. Effect of Government Regulation and Regulatory Reform         4.19
  Summary of Adjustments                                               4.19
  Valuation Approaches                                                 4.19
      1. Price-to-Earnings ("P/E")                                     4.21
      2. Price-to-Book ("P/B")                                         4.22
      3. Price-to-Assets ("P/A")                                       4.22
  Comparison to Recent Offerings                                       4.24
  Valuation Conclusion                                                 4.24







                                 LIST OF TABLES
                                  HAMPDEN BANK
                           SPRINGFIELD, MASSACHUSETTS




TABLE
NUMBER         DESCRIPTION                                                                       PAGE
- ------         -----------                                                                       ----
                                                                                           


  1.1          Historical Balance Sheets                                                          1.5
  1.2          Historical Income Statements                                                       1.9


  2.1          Map of Branch Locations                                                            2.1
  2.2          Summary Demographic Data                                                           2.5
  2.3          Hampden County Employment Sectors                                                  2.8
  2.4          Top Ten Largest Employers in Hampden County                                        2.8
  2.5          Market Area Unemployment Trends                                                    2.9
  2.6          Largest Competitors in the Hampden County Market                                   2.10
  2.7          Deposit Summary                                                                    2.11


  3.1          Peer Group of Publicly-Traded Thrifts                                              3.3
  3.2          Balance Sheet Composition and Growth Rates                                         3.7
  3.3          Income as a Percent of Average Assets and Yields, Costs, Spreads                   3.10
  3.4          Loan Portfolio Composition and Related Information                                 3.13
  3.5          Credit Risk Measures and Related Information                                       3.15
  3.6          Interest Rate Risk Measures and Net Interest Income Volatility                     3.17


  4.1          Market Area Unemployment Rates                                                     4.7
  4.2          Pricing Characteristics and After-Market Trends                                    4.16
  4.3          Market Pricing Comparatives                                                        4.17
  4.4          Valuation Adjustments                                                              4.19
  4.5          Derivation of Core Earnings                                                        4.21
  4.6          Public Market Pricing                                                              4.23






                       I. OVERVIEW AND FINANCIAL ANALYSIS



INTRODUCTION

     Hampden, a state-chartered savings bank headquartered in Springfield,
Massachusetts, is wholly-owned by the MHC. Hampden serves south central
Massachusetts through its main office and six branch offices located in the
cities of Springfield, Agawam, Longmeadows, West Springfield and Wilbraham. All
of the Bank's offices are located in Hampden County. The major portion of the
Bank activities is conducted within the markets served by the retail branches
and surrounding contiguous markets. A map of the Bank's branch office locations
is provided in Exhibit I-1. Hampden is a member of the Federal Home Loan Bank
("FHLB") system, and its deposits are insured up to the regulatory maximums by
the Deposit Insurance Fund of the Federal Deposit Insurance Corporation
("FDIC"). At June 30, 2006, the MHC had $468.8 million in assets, $322.7 million
in deposits and total equity of $31.3 million, equal to 6.7% of total assets.
The discussion contained herein reflects the assets and liabilities of the Bank,
inclusive of the MHC, which will be consolidated into the Bank as part of the
full stock conversion transaction. The MHC's audited financial statements are
included by reference as Exhibit I-2.


PLAN OF CONVERSION

     The respective Boards of Directors of the MHC and the Bank adopted a plan
of conversion on July 25, 2006. Pursuant to the plan of conversion, the
organization will convert from the mutual holding company form of organization
to the full stock form and will sell shares of common stock to the public in a
stock offering. The MHC will be merged into the Bank and the newly created
Hampden Bancorp will own 100% of the Bank. When the stock issuance is completed,
all of the capital stock of the Bank will be owned by Hampden Bancorp, and all
of the common stock of Hampden Bancorp will be owned by public stockholders.

     At this time, no other activities are contemplated for the Company other
than the ownership of the Bank, providing a loan to the newly-formed employee
stock ownership plan (the "ESOP") and reinvestment of the proceeds that are
retained by the Company. In the future,

                                      1.1


Hampden Bancorp may acquire or organize other operating subsidiaries, diversify
into other banking-related activities, pay dividends to shareholders and/or
repurchase its stock, although there are no specific plans to undertake such
activities at the present time.

     The plan of conversion provides for the establishment of the Hampden Bank
Charitable Foundation (the "Foundation"). The Foundation will be funded with
common stock contributed by the Company in an amount equal to 5% the gross
proceeds of the shares sold in the offering, not including the Foundation. The
Foundation will be dedicated to assist the communities within Hampden's market
area beyond community development and lending and will enhance the Bank's
current activities under the Community Reinvestment Act ("CRA").


STRATEGIC OVERVIEW

     Prior to the 1990s, Hampden historically operated as a "bond bank", with an
operating strategy of accepting retail deposits in the form of large balance
certificates of deposit ("CDs") from local customers and investing such funds
into government bonds and other low risk securities. The loan portfolio
constituted approximately 30% of assets in the early 1990s, and profitability
was achieved through maintenance of low operating expenses, with a minimal level
of personnel. Beginning in the early 1990s, under new management, the Bank's
deposit and loan product lines were expanded, additional personnel were hired,
and loan growth increases were funded by deposits and increased use of
borrowings. The Bank also made a substantial investment in technology to provide
for increased operating efficiencies and more cost-effective growth. In the
mid-1990s, initial lending increases were focused in first mortgage lending and
consumer lending, two traditional lending areas with relatively low credit risk.

     In the late 1990s, the Bank determined that future viability and success
would require additional diversification of lending activities. Since that time,
personnel and systems have been added to the infrastructure to facilitate
increased commercial real estate lending, residential home equity and second
mortgage lending, construction lending and commercial business lending. Such
growth was funded through deposit growth whereby a broader line of both retail
and business deposit products were developed and marketed. Experienced personnel
were hired, policies and procedures were prepared and applied, and a management
structure was established to enable stronger growth. Regarding back-office
operations, the accounting, marketing and

                                      1.2



technology areas were improved and organized to support and enable the Bank's
longer term business and strategic plan. Three additional retail branch offices
were opened since 2000, all in leased facilities, to assist in enabling the
desired growth in deposits and to expand the "reach" of Bank in the local market
area served. As an indication of the diverse methods used to expand operations,
Hampden has made increased use of borrowed funds to fund lending and investment
operations.

     The post-offering business plan of the Bank is expected to continue to
focus on products and services which have facilitated Hampden's recent growth.
Specifically, Hampden will continue to be an independent community-oriented
financial institution with a commitment to local real estate financing with
operations funded by retail deposits, borrowings, equity capital and internal
cash flows. In addition, the Bank will continue to emphasize commercial real
estate loans, home equity loans, construction loans and commercial business
loans as the primary areas of lending diversification.

     The Bank's Board of Directors has elected to complete a mutual-to-stock
conversion to improve the competitive position of Hampden. The capital realized
from the stock offering will increase the operating flexibility and overall
financial strength of Hampden. The additional capital realized from stock
proceeds will increase liquidity to support funding of future loan growth and
other interest-earning assets. Hampden's higher capital position resulting from
the infusion of stock proceeds will also serve to reduce interest rate risk,
particularly through enhancing the Bank's interest-earning assets to
interest-bearing liabilities ("IEA/IBL") ratio. The stock offering proceeds will
provide supplemental funding for lending and increase the Bank's loan growth
potential, as well as position the Bank to take advantage of expansion
opportunities as they arise. Such expansion would most likely occur through the
establishment or acquisition of additional banking offices or customer
facilities that would provide for further penetration in the markets currently
served by the Bank or nearby surrounding markets. The Bank will also be better
positioned to pursue growth through acquisition of other financial institutions
or financial services providers given its strengthened capital position and the
ability to use stock as merger currency. At this time, the Bank's conversion
business plan indicates that a number of additional branch offices will be
established over the next five years. The projected uses of proceeds are
highlighted below.

                                      1.3



     o    HAMPDEN BANCORP, INC. The Company intends to retain up to 50% of the
          remaining net offering proceeds. At present, funds at the Company
          level, net of the loan to the ESOP, are expected to be primarily
          invested initially into short-term investment grade securities. Over
          time, the funds may be utilized for various corporate purposes,
          possibly including acquisitions, infusing additional equity into the
          Bank, repurchases of common stock, and the payment of regular and/or
          special cash dividends.

     o    HAMPDEN. Approximately 50% of the remaining net stock proceeds will be
          infused into the Bank in exchange for all of the Bank's newly issued
          stock. Cash proceeds (i.e., net proceeds less deposits withdrawn to
          fund stock purchases) infused into the Bank are anticipated to become
          part of general operating funds, and are expected to be primarily
          utilized to fund loan growth.

     Overall, it is the Bank's objective to pursue growth that will serve to
increase returns, while, at the same time, growth will not be pursued that could
potentially compromise the overall risk associated with Hampden's operations.


BALANCE SHEET TRENDS

     Table 1.1 shows the Bank's historical balance sheet data for the past five
years, with information prior to June 1, 2004 representing the operations of the
Bank, and information after June 1, 2004 representing operations of the MHC,
inclusive of the Bank. From fiscal year end 2002 through fiscal year end 2006,
Hampden's assets increased at a 9.5% annual rate. Asset growth was largely
channeled into loan growth, and loans currently constitute the major portion of
the Bank's IEA composition. Loan growth has been funded with a combination of
deposits and borrowings, as well as redeployment of cash and investments. A
summary of Hampden's key operating ratios for the past five years are presented
in Exhibit I-3.

     Hampden's loans receivable increased at a 16.6% annual rate from year end
2002 through year end 2006; in contrast, total assets increased at a slower
annual rate of 9.5% over the same period. As a result, the loans-to-assets ratio
increased from 52.8% at fiscal year end 2002 to 67.9% at fiscal year end 2006.
The lending diversification strategy is evident in that 34.9% of total loans
consisted of 1-4 family loans at fiscal year end 2006, down from a high of 49.5%
at June 30, 2002. Home equity loans have increased from 8.9% of loans at year
end 2002 to 20.0% at June 30, 2006. Construction loans totaled 7.0% of loans at
the end of fiscal year 2006, an increase from a zero balance five years earlier.
The remaining portion of the real estate secured

                                      1.4


                                                               Table 1.1
                                                          Hampden Bancorp, MHC
                                                      Historical Balance Sheets




                                                                                                                         6/30/02-
                                                                         As of June 30,                                  6/30/06
                          --------------------------------------------------------------------------------------------    Annual.
                                 2002              2003               2004                2005              2006        Growth Rate
                          ----------------   ----------------   -----------------   ----------------  ----------------  -----------
                          AMOUNT    PCT(1)    AMOUNT   PCT(1)   AMOUNT     PCT(1)   AMOUNT    PCT(1)   AMOUNT    PCT(1)     PCT
                          ($000)     (%)      ($000)    (%)     ($000)      (%)     ($000)     (%)     ($000)     (%)       (%)
                                                                                         
TOTAL AMOUNT OF:
Assets                    $326,076  100.00%  $409,592  100.00%  $410,549   100.00%  $419,628  100.00%  $468,786  100.00%    9.50%
Loans Receivable (net)     172,258   52.83%   214,629   52.40%   249,903    60.87%   269,269   64.17%   318,202   67.88%   16.58%
Cash and Equivalents        12,064    3.70%    16,206    3.96%    18,878     4.60%     8,769    2.09%    14,861    3.17%    5.35%
Investment Securities      133,355   40.90%   162,980   39.79%   124,199    30.25%   124,006   29.55%   116,034   24.75%   -3.42%
Fixed Assets                 4,921    1.51%     4,711    1.15%     4,762     1.16%     4,553    1.09%     4,614    0.98%   -1.60%
Bank Owned Life Insurance        0    0.00%     7,544    1.84%     7,913     1.93%     8,195    1.95%     8,497    1.81%       NM
Other Assets                 3,478    1.07%     3,522    0.86%     4,894     1.19%     4,836    1.15%     6,579    1.40%   17.27%

Deposits                   241,189   73.97%   331,659   80.97%   317,053    77.23%   311,208   74.16%   322,714   68.84%    7.55%
FHLB Advances, Other
 Borrowed Funds             54,193   16.62%    45,312   11.06%    61,558    14.99%    73,878   17.61%   111,059   23.69%   19.65%
Other Liabilities            1,271    0.39%     1,532    0.37%     1,855     0.45%     2,513    0.60%     3,739    0.80%   30.97%
Retained Earnings           29,423    9.02%    31,089    7.59%    30,083     7.33%    32,029    7.63%    31,274    6.67%    1.54%

AFS Adjustment               1,580    0.48%     1,667    0.41%      (706)   -0.17%      (578)  -0.14%    (2,353)  -0.50%     --

Offices Open                     5                 5                   5                   6                  7              --


(1)   Ratios are as a percent of ending assets.
Source:  Audited financial statements and RP Financial calculations.



                                      1.5



loan portfolio consisted of multi-family/commercial real estate loans, which
while increasing in total balance, decreased as a percent of the loan portfolio
to total 28.5% of loans at June 30, 2006. Commercial business loans represent
the largest area of diversification into non-mortgage lending, and such loans
comprised 7.1% of loans at June 30, 2006, while consumer and other loans totaled
2.7%. Overall, since fiscal year end 2002, the proportion of non-mortgage loans
as a percent of total loans has remained relatively steady at approximately 10%
of total loans.

     The objectives of the Bank's investment policy is to provide adequate
liquidity, generate a favorable return and assist in reducing the corporate tax
liability within the context of supporting Hampden's overall credit risk,
lending activities and interest rate risk objectives. Regarding the portion of
the conversion proceeds to be retained by the Company, it is anticipated these
proceeds, similar to the proceeds downstreamed to the Bank, will primarily be
initially invested into investments with short-term maturities. Over the past
five years, the Bank's level of cash and investment securities (inclusive of
FHLB stock) has trended lower, decreasing from 44.6% of assets at year end 2002
to 27.9% of assets at year end 2006, reflecting the strategic initiative to
increase asset yields through increased proportion of loans to assets.
Mortgage-backed securities ("MBS"), including agency and privately-issued MBS,
totaled $80.4 million at fiscal year end 2006 and comprised the most significant
component of the Bank's investment portfolio. In an effort to limit potential
interest rate risk, MBS are generally purchased with average lives of 5 years or
less at the time of purchase. Other investments held by the Bank at June 30,
2006 consisted of U.S. Government and agency obligations ($24.0 million),
corporate bonds ($2.1 million), common stocks ($2.5 million), FHLB stock ($5.3
million) and other investments ($2.0 million). The common stock portfolio
contains a relatively large number of stock investments, limiting the exposure
in one individual investment. All of the Bank's investment securities are
classified as available-for-sale ("AFS"), and as of June 30, 2006, there was a
realized pre-tax loss of $3.8 million. Hampden also maintained cash and cash
equivalents of $14.9 million at June 30, 2006, equal to 3.2% of assets. Exhibit
I-4 provides historical detail of the Bank's investment portfolio.

     In order to limit state income taxes, Hampden maintains a portion of the
investment portfolio in a Massachusetts passive investment subsidiary, Hampden
Investment Corporation.

                                      1.6



At June 30, 2006, approximately $57.6 million of securities, primarily U.S.
government and agency securities and MBS were held by this subsidiary.

     Hampden maintains an investment in bank-owned life insurance ("BOLI")
policies, which cover the lives of a number of the Bank's senior officers. The
purpose of the investment is to provide funding for the benefit plans of the
covered individuals, while at the same time providing for tax-advantaged
investment returns for the Bank. The life insurance policies earn tax-exempt
income through cash value accumulation and death proceeds. As of June 30, 2006,
the cash surrender value of the Bank's BOLI equaled $8.5 million, or 1.8% of
assets. Income from this investment totaled $302,000 for fiscal 2006.

     Over the past five years, Hampden's funding needs have been substantially
met through retail deposits, borrowings, internal cash flows and retained
earnings. From year end 2002 through fiscal year end 2006, the Bank's deposits
increased at an annual rate of 7.6%. Deposits increased dramatically in fiscal
2003, primarily due to a special deposit product offering consisting of CDs with
terms of up to five years, a promotion which raised in excess of $75 million
within a short period of time. Since fiscal 2003, deposits have trended modestly
lower, as the Bank has allowed higher cost funds to be withdrawn in an attempt
to manage funding costs and interest rate risk. Certain net withdrawals in the
CDs base have been offset by increases in core deposit accounts, which is a
strategic focus of the Bank. Deposits as a percent of assets declined from 81.0%
at year end 2003 to 68.8% at year end 2006 as the Bank has made additional use
of borrowed funds to support its growth objectives. The balances of transaction
and savings accounts have trended upward in recent years, equaling 38.4% of
total deposits at June 30, 2006, an increase from 33.9% as of June 30, 2004.

     Borrowings have served as an alternative funding source to address funding
needs for growth, managing funding costs and managing interest rate risk.
Borrowings have become a more prominent funding source for the Bank during the
past five years, increasing from 16.6% of assets at fiscal year end 2002 to
23.7% of assets at fiscal year end 2006. The Bank's use of borrowings has
generally been limited to FHLB advances and at June 30, 2006 the $111.1 million
of borrowings held by the Bank consisted of $99.8 million of FHLB advances,
while the remaining $11.2 million consisted of repurchase agreements with
business customers whereby the funds are swept into overnight interest bearing
accounts.

                                      1.7



     Since year end 2002, the retention of earnings, net of the adjustment for
the net unrealized loss or gain on AFS securities have translated into an annual
equity growth rate of 1.5% for the Bank. Asset growth outpaced the Bank's
equity, as Hampden's equity-to-assets ratio decreased from 9.0% at year end 2002
to 6.7% at year end 2006, as the Bank sought to leverage its equity. The equity
growth rate has been limited by the Bank's relatively low profitability level
and a decline in the net unrealized loss on AFS securities. As of June 30, 2006,
the AFS adjustment, net of taxes, was a negative $2.4 million, representing 0.5%
of assets, representing a reduction from a positive $1.6 million as of June 30,
2002. All of the Bank's capital consists of tangible capital, and the Bank
maintained capital surpluses relative to all of its regulatory capital
requirements at June 30, 2006, resulting in "well capitalized" status. The
addition of stock proceeds will serve to strengthen Hampden's capital position,
support growth objectives, and improve Hampden's competitive posture within its
primary market area, as well as possibly support expansion into other nearby
markets if favorable growth opportunities are presented. At the same time, as
the result of the Bank's higher pro forma capital position, Hampden's ROE can be
expected to initially be below industry averages following its stock offering.


INCOME AND EXPENSE TRENDS

     Table 1.2 shows the Bank's historical income statements for the past five
years. While the Bank reported positive earnings over the past five years,
current profitability is at a five year low at 0.23% of average assets, as
compared to a high of 0.44% of average assets during 2002 and 2005. The lower
current return is attributable to a reduced net interest income ratio and higher
non-operating expenses ratio. Other revenues for the Bank largely are derived
from customer service fees and increases in the cash surrender value of life
insurance policies, which constitute the major portion of the Bank's
non-interest operating income. Favorable credit quality through June 30, 2006
has served to steadily decrease the amount of loan loss provisions the Bank
established over the past five years. Gains realized from the sale of fixed rate
loans have been an ongoing, yet minor, factor in the Bank's earnings, while
gains and loss on the sale of investments and other assets typically have not
been significant.


                                      1.8


                                                        Table 1.2
                                                   Hampden Bancorp, MHC
                                               Historical Income Statements




                                                                      FOR THE FISCAL YEAR ENDED JUNE 30,
                        ----------------------------------------------------------------------------------------------------------
                                2002                 2003                 2004                  2005                   2006
                        -----------------     ----------------     ------------------    -----------------      ------------------
                        AMOUNT      PCT(1)    AMOUNT   PCT(1)      AMOUNT     PCT(1)     AMOUNT      PCT(1)     AMOUNT     PCT(1)
                        ------      ------    ------   ------      ------     ------     ------      ------     ------     ------
                        ($000)        (%)     ($000)     (%)       ($000)       (%)      ($000)       (%)       ($000)       (%)

                                                                                             
Interest Income         $19,813      6.08%    $21,220      5.77%   $20,024      4.88%    $20,427      4.92%      $23,428     5.27%
Interest Expense         (9,851)    -3.02%    (10,254)    -2.79%    (9,712)    -2.37%     (9,110)    -2.19%      (12,340)   -2.78%
                        -------    ------    --------    ------    -------    ------     -------    ------      --------   ------
Net Interest Income      $9,962      3.06%    $10,966     2.98%    $10,312      2.51%    $11,317      2.73%      $11,088     2.50%
Provision for Loan
 Losses                    (400)    -0.12%       (400)   -0.11%       (300)    -0.07%       (200)    -0.05%         (150)   -0.03%
                        -------    ------    --------    ------    -------    ------     -------    ------      --------   ------
Net Interest Income
 after Provisions        $9,562      2.93%    $10,566     2.87%    $10,012      2.44%    $11,117      2.68%      $10,938     2.46%

Other Income               $635      0.19%       $853     0.23%     $1,318      0.32%     $1,294      0.31%       $1,403     0.32%
Operating Expense        (8,544)    -2.62%     (9,255)   -2.52%     (9,935)    -2.42%     (9,971)    -2.40%      (10,817)   -2.44%
                        -------    ------    --------    ------    -------    ------     -------    ------      --------   ------
Net Operating Income     $1,653      0.51%     $2,164     0.59%     $1,395      0.34%     $2,440      0.59%       $1,524     0.34%

Gain(Loss) on Sale
 of Loans                   $60      0.02%       $215     0.06%        $63      0.02%       $143      0.03%          $25     0.01%
Gain(Loss) on Sale
 of Securities             $363      0.11%       $220     0.06%       $494      0.12%         $3      0.00%           (2)    0.00%
Gain(Loss) on
 Impairment of AFS
 Securities               ($100)    -0.03%      ($175)   -0.05%         $0      0.00%         $0      0.00%            0     0.00%
Retirement Plan Payment
 to Former President         $0      0.00%         $0     0.00%         $0      0.00%         $0      0.00%         (250)   -0.06%
                        -------    ------    --------    ------    -------    ------     -------    ------      --------   ------
Net Nonrecurring Income
 (Expense)                 $323      0.10%       $260     0.07%       $557      0.14%       $146      0.04%        ($227)   -0.05%

Net Income Before Tax    $1,976      0.61%     $2,424     0.66%     $1,952      0.48%     $2,586      0.62%       $1,297     0.29%
Income Taxes               (548)    -0.17%       (845)   -0.23%       (585)    -0.14%       (768)    -0.19%         (277)   -0.06%
                        -------    ------    --------    ------    -------    ------     -------    ------      --------   ------
Net Income (Loss)        $1,428      0.44%     $1,579     0.43%     $1,367      0.33%     $1,818      0.44%       $1,020     0.23%

ADJUSTED EARNINGS:
Net Income               $1,428      0.44%     $1,579     0.43%     $1,367      0.33%     $1,818      0.44%       $1,020     0.23%
Add(Deduct):
 Non-Operating
 (Inc)/Exp                 (263)    -0.08%        (45)   -0.01%       (494)    -0.12%         (3)     0.00%          252     0.06%
Tax Effect (2)              105      0.03%         18     0.00%        198      0.05%          1      0.00%         (102)   -0.02%
                        -------    ------    --------    ------    -------    ------     -------    ------      --------   ------
Adjusted Earnings:       $1,270      0.39%     $1,552     0.42%     $1,071      0.26%     $1,816      0.44%       $1,170     0.26%

Expense Coverage Ratio    116.6%                118.5%              103.8%                113.5%                  102.5%
Efficiency Ratio           80.6%                 78.3%               85.4%                 79.1%                   86.6%
Effective Tax Rate         27.7%                 34.9%               30.0%                 29.7%                   21.4%


(1)   Ratios are as a percent of average assets.
(2)   Assumes a 40% tax rate.
Source:  Audited financial statements and RP Financial calculations.




                                      1.9


     The principal factor leading to diminished profitability has been the
decline in the net interest income ratio from 3.06% to 2.50%, and has been
impacted by the balance of higher cost CDs and higher utilization of borrowed
funds despite the shift in asset mix towards higher yielding loans and more
leveraged equity ratio. A contributing factor has been the recent increases in
short-term rates and the relatively flat yield curve that has recently
prevailed. The strategic initiatives to support the yield cost spread were
insufficient to offset the factors compressing spreads. Specifically, the higher
loans/assets ratio and the increased proportion of higher yield lending, and an
increasing concentration of lower cost transaction and savings accounts, was
insufficient to offset the pressure of a flattening yield curve and the
lingering effect of the higher cost special CDs as rates declined. An interest
rate swap agreement with a notational amount of $20.0 million has been utilized
to hedge a portion of the higher cost CD portfolio. For the fiscal year ended
2006, the Bank maintained an interest rate spread of 2.57%, which represented a
decline from the prior two years. The Bank's historical net interest rate
spreads and yields and costs are set forth in Exhibits I-3 and I-5.

     Non-interest operating income has been a fairly modest, yet increasing,
contributor to the Bank's earnings over the past five years, ranging from a low
of 0.19% of average assets during fiscal year 2002 to a high of 0.32% of average
assets during fiscal years 2004 and 2006. Customer service fees (particularly
from customer deposit accounts) and BOLI income constitute the largest sources
of non-interest operating income for the Bank, followed by miscellaneous income
from other banking services. The level of such income remains moderate by
industry standards.

     Operating expenses represent the other major component of the Bank's
earnings, ranging from a high of 2.62% of average assets during fiscal year 2002
to a low of 2.40% of average assets during fiscal year 2005, as the impact of
asset growth exceeded the impact of increases in the dollar level of such
expenses, particularly during fiscal years 2002 and 2003. The operating expense
has been relatively stable the last three fiscal years, particularly as borrowed
funds were utilized, and for fiscal year 2006, the Bank's operating expense
ratio equaled 2.44%. As of June 30, 2006, the Bank's ratio of assets per full
time equivalent employee equaled $4.7 million, versus a median comparable ratio
of $4.6 million for all publicly-traded thrifts. Upward pressure will be placed
on the Bank's expense ratio following the stock offering, due to expenses

                                      1.10



associated with operating as a publicly-traded company, including expenses
related to the stock benefit plans. At the same time, the increase in capital
realized from the stock offering will increase the Bank's capacity to leverage
operating expenses through pursuing a continued growth strategy.

     Net interest income compression has been the key factor leading to a
diminished expense coverage ratio (net interest income divided by operating
expenses), from 1.17 times in fiscal 2002 to 1.03 times in fiscal 2006.
Comparatively, Hampden's efficiency ratio (operating expenses, net of
amortization of intangibles, as a percent of the sum of net interest income and
other operating income) has eroded from 81% in fiscal 2002 to 87% in fiscal
2006.

     Over the past five years, the level of loan loss provisions has diminished
from a high of 0.12% of average assets during fiscal 2002 to 0.03% during fiscal
2006. The higher loan loss provisions established during 2002 and 2003 were
largely related to higher levels of loan chargeoffs, while in recent periods
reserve requirements were increased modestly based on historical loan loss
rates, net chargeoff levels and growth in the loan portfolio. As of June 30,
2006, the Bank maintained valuation allowances of $3.7 million, equal to 1.16%
of net loans receivable and 93.50% of non-performing loans. Exhibit I-6 sets
forth the Bank's loan loss allowance activity during the past five years.

     Non-operating income over the past five years has consisted mostly of gains
realized from the sale of 1-4 family fixed rate loans to the secondary market
and sales of securities, although the level of such sales and gains have been
relatively minor. Loan sale gains ranged from a high of 0.06% of average assets
during 2003 to a low of 0.01% of average assets during 2006. Securities gains
reached a high in fiscal 2004 at 0.12% of average assets and have been minimal
amounts in the last two fiscal years. Other types of gains and losses generally
have not been a factor in the Bank's earnings. In 2006, Hampden recorded an
expense of $250,000 for a final payment on a retirement plan accrual for a
former president. Such net non-recurring income (expense) will be excluded from
the valuation earnings base.

     The Bank's effective tax rate ranged from a low of 21.4% in 2006 to a high
of 34.9% in 2003. The lower effective tax rate since fiscal 2004 (30% or lower)
has been largely the result of higher income from the life insurance policies
tax advantaged income from the investment

                                      1.11


securities held in the investment subsidiary operation. As set forth in the
prospectus, the Bank's marginal effective statutory tax rate for the conversion
proceeds approximates 35.0%.


INTEREST RATE RISK MANAGEMENT

     The Bank's balance sheet is liability-sensitive in the short-term (less
than one year) and, thus, the net interest margin will typically be adversely
affected during periods of rising and higher interest rates, as well as during
periods when the yield curve becomes flatter due to short-term interest rates
rising faster than long-term interest rates. As of June 30, 2006, Bank's one
year cumulative interest sensitivity gap position was a negative 18.9%,
representing the excess of liabilities over assets that reprice in the one year
time period (see Exhibit I-7). As shown, the excess of repricing liabilities
were concentrated in CDs and borrowed funds in the one year period. The Bank's
overall cumulative gap was a positive 0.97%.

     Hampden also utilizes an analysis that calculates the estimated changes in
the Bank's net interest income that would result from instantaneous and
sustained changes in the U.S. Treasury yield curve. Such computations of
prospective effects of hypothetical interest rate changes are based on numerous
assumptions including relative levels of market interest rates, loan prepayments
and deposit decay, and should not be relied upon as indicative of actual
results. Based on calculations performed utilizing data for the 12 months ended
June 30, 2006, the percent change in estimated net interest income over the 12
month period due to a 200 basis point increase in interest rates over flat rates
was a positive 4.00%, while under a 200 basis point decrease in interest rates,
the percent change in estimated net interest income was a negative 8.00%. This
indicates that the Bank's net interest income would benefit from a rise in
interest rates.

     The Bank pursues a number of strategies to manage interest rate risk,
particularly with respect to seeking to limit the repricing mismatch between
interest rate sensitive assets and liabilities. The Bank manages interest rate
risk from the asset side of the balance sheet through underwriting residential
mortgages that will allow for their sale to the secondary market when such a
strategy is appropriate, maintaining investments as available for sale,
originating and holding in portfolio short term construction loans, adjustable
rate mortgage loans, variable rate commercial business loans and variable rate
home equity lines of credit. As of June 30, 2006, of

                                      1.12



the Bank's total loans due after June 30, 2006, ARM loans comprised 43.7% of
those loans (see Exhibit I-8). On the liability side of the balance sheet,
management of interest rate risk has been pursued through utilizing fixed rate
FHLB advances with varying maturities and through attempting to increase the
balance of deposits in lower costing and less interest rate sensitive
transaction and savings accounts. Transaction and savings accounts comprised
38.3% of the Bank's deposits at June 30, 2006.

     The infusion of stock proceeds will serve to further limit the Bank's
interest rate risk exposure, as most of the net proceeds will be redeployed into
interest-earning assets and the increase in the Bank's capital position will
lessen the proportion of interest rate sensitive liabilities funding assets.


LENDING ACTIVITIES AND STRATEGY

     Hampden's lending activities traditionally emphasized 1-4 family permanent
mortgage loans, however the loan portfolio has been diversified in recent years,
particularly commercial real estate loans and home equity loans, and, to a
lesser extent, commercial business, construction and consumer loans. Going
forward, the Bank intends to maintain a diversified lending strategy. Exhibit
I-9 provides historical detail of Hampden's loan portfolio composition over the
past five years and Exhibit I-10 provides the contractual maturity of the Bank's
loan portfolio by loan type as of June 30, 2006.

     Hampden originates both fixed rate and adjustable rate 1-4 family permanent
mortgage loans with maturities of up to 30 years and maximum loan amount of
generally up to $1.0 million. For residential mortgage loans held in portfolio,
the Bank will lend up to a 100% loan-to-value ("LTV") for first time buyers and
95% for other buyers. Certain loans are underwritten to secondary market
standards specified by Fannie Mae and on occasion the Bank has sold loans to
Fannie Mae on a servicing retained basis. As a result of past loan sales, the
Bank maintained a loans-serviced-for-others portfolio of $18.7 million as of
June 30, 2006. As of the same date, fixed rate residential first mortgage loans
totaled $16.2 million, or 14.5% of total residential mortgage loans. ARM loans
offered by the Bank include loans with initial repricing terms of one, three,
five, seven or ten years, which convert to a one, three or five year ARM loan
after the initial repricing period. ARM loans are indexed to the to the
corresponding U.S. Treasury rate.

                                      1.13



Initial rates are generally discounted from the fully indexed rate, with a
smaller discount applied for loans with longer initial repricing terms. Fixed
rate 1-4 family mortgage loans offered by the Bank have terms of up to 30 years.
As of June 30, 2006, the Bank's outstanding balance of 1-4 family permanent
mortgage loans equaled $111.8 million, million or 34.9% of total loans
outstanding.

     The second largest portfolio of mortgage loans in the Bank's portfolio
consisted of loans secured by commercial real estate property in nearby markets.
Such loans totaled $91.2 million, or 28.5% of total loans as of June 30, 2006,
and increase from $55.4 million as of June 30, 2002. Hampden originates
commercial real estate loans for terms of up to 10 years. Interest rates on
commercial real estate loans adjust over periods of three, five, or seven years
and are indexed to FHLB rates plus a spread. Properties securing the commercial
real estate loan portfolio include industrial properties, small office
buildings, retail facilities, warehouses and owner-occupied properties used for
businesses. Commercial real estate loans are generally originated with 80% LTV
ratios. Going forward the Bank will emphasize originations of commercial real
estate loans of up to $3 to $4 million secured by local or regional properties,
supported by the higher pro forma capital position and higher loans-to-one
borrower limit.

     Home equity loans comprise the third largest portion of the Bank's loan
portfolio, and have been a strategic focus for the Bank over the past five years
for yield enhancement of the loan portfolio and benefits in interest rate risk
management. Hampden offers both home equity lines of credit and home equity term
loans (second mortgage loans). As of June 30, 2006, such loans totaled $64.1
million, or 19.95% of the loan portfolio, compared to $15.6 million, or 8.95% of
the loan portfolio as of June 30, 2002. Home equity lines of credit and second
mortgage loans are generally limited to 90% LTV on a combined basis with the
first mortgage. Home equity lines of credit can be drawn on for a 10 year
period, after which they become term loans to be amortized over 5 years.
Interest rates on home equity loans generally adjust based on the month end
prime rate of interest. Similar to the recent past, home equity lending is
expected to continue to be a growth area for the Bank.

     Construction loans originated by the Bank consist substantially of loans to
finance the construction of both 1-4 family residences and commercial property.
The Bank's 1-4 family construction lending activities consist mostly of
construction financing for

                                      1.14



construction/permanent loans and, to a lesser extent, speculative loans that are
extended to builders. Construction loans are offered up to an LTV ratio of 80%
and require payment of interest only during the construction period. Commercial
real estate construction loans are originated as construction/permanent loans
and are subject to the same underwriting criteria as required for permanent
mortgage loans, as well as submission of completed plans, specifications and
cost estimates related to the proposed construction. As of June 30, 2006,
Hampden's outstanding balance of construction loans totaled $22.3 million, or
7.0% of total loans, up from a zero balance as of June 30, 2002. This is also
expected to be an area of growth for the Bank.

     Hampden originates secured and unsecured commercial loans to business
customers in the market area served for the purposes of financing equipment
purchases, working capital, expansion and other general business purposes. As of
June 30, 2006, commercial business loans totaled $22.6 million, or 7.1% of total
loans. The Bank's commercial loans are generally secured by equipment, accounts
receivable and inventory, along with personal guarantees. The Bank originates
term loans with either fixed or adjustable-rate features that generally amortize
over a term between three and seven years. Hampden also originates revolving
commercial loans that are written on demand with annual reviews, and with
floating rates that are indexed to the Bank's base rate of interest. When making
commercial loans, Hampden considers the financial strength of the borrower, the
debt service capabilities of the borrower, projected cash flows of the business
and other factors. The Bank intends to increase its level of activity in this
lending area going forward, both in terms of dollar amount of loans and as a
percent of total outstanding loans.

     The balance of the Bank's loan portfolio consists of consumer loans, with
manufactured home loans comprising the major portion of the consumer loan
portfolio. This lending area has recently been pursued in order to gain
additional yield on loans while managing credit risk. The current balance of the
manufactured home loan portfolio approximates $4-$5 million, and the Bank has
set a portfolio limit of $7 million. The Bank purchases these loans from a third
party originator located in the northeastern U.S. The consumer loan portfolio
also includes modest balances of other loans such as automobile loans and loans
secured by deposit accounts. As of June 30 2006, the Bank's outstanding balance
of consumer loans equaled $9.6 million, or 2.7% of total loans.

                                      1.15


     Exhibit I-11 provides a summary of the Bank's lending activities over the
past five years. The lending volume has been relatively consistent since 2003,
and totaled $127.6 million for fiscal 2006, which was supported by originations
of residential mortgage loans, commercial real estate loans and home equity
loans. A large portion of the loan volume during recent periods consisted of
loans to refinance existing mortgages, as borrowers took advantage of
historically low mortgage rates to refinance into lower rate loans. Loan
originations in fiscal 2003 and fiscal 2004 totaled approximately $127 million,
while originations declined to $99.9 million in fiscal 2005. Originations of 1-4
family permanent mortgage loans comprised the largest portion of the Bank's
lending volume during the past three years, accounting for 27.9% of total loans
originated over that time period. Commercial real estate loans represented the
second large source of the Bank's loan volume for the fiscal 2004 to 2006
period, with such loans accounting for 25.7% of loans originated during the
period.

     Hampden has maintained a level of sales of longer term fixed rate
residential loans over the past five years, with sales totaling $39.5 over that
time period. Such loans are sold for purposes of interest rate risk management.
The loans are generally sold to third parties such as Countrywide Mortgage or
Fannie Mae. Hampden has not purchased loans over the past five years. The Bank
sustained positive loan growth over the past five years, which served to
increase net loans receivable from $175.2 million at fiscal year end 2002 to
$320.7 million at fiscal year end 2006.


ASSET QUALITY

     Historically, Hampden has recorded relatively modest levels of
non-performing assets ("NPAs"), but has recorded a steadily increasing balance
and proportion of NPAs to assets since fiscal 2003. As shown in Exhibit I-12,
Hampden's NPAs increased from $382,000, or 0.09% of assets at fiscal year end
2003, to $4,697,000, or 1.00% of assets at fiscal year end 2006. The most recent
increase in NPAs has consisted primarily of loans on non-accrual status and to a
lesser extent, loans more than 90 days delinquent and still accruing. The
largest portion of NPAs is secured by commercial business loans, totaling $3.2
million, or 67% of total NPAs. These credits primarily consist of two borrower
relationships, both of which are in workout status.

                                      1.16



Specific reserves have been placed against loans for both borrowers and the Bank
believes reserves are adequate.

     To track the Bank's asset quality and the adequacy of valuation allowances,
Hampden has established detailed asset classification policies and procedures
which are consistent with regulatory guidelines. Detailed asset classifications
are reviewed quarterly by senior management and the Board. Pursuant to these
procedures, when needed, the Bank establishes additional valuation allowances to
cover anticipated losses in classified or non-classified assets. As of June 30,
2006, the Bank maintained valuation allowances of $3.7 million, equal to 1.15%
of net loans receivable and 79% of total NPAs.


FUNDING COMPOSITION AND STRATEGY

     Deposits have consistently accounted for the substantial portion of the
Bank's interest-bearing liabilities ("IBL") composition, equal to 74.4% of total
interest bearing funds at June 30, 2006. Exhibit I-13 sets forth the Bank's
deposit composition for the past three fiscal years and Exhibit I-14 provides
the interest rate and maturity composition of the CD portfolio at June 30, 2006.
CDs constitute the largest portion of the Bank's deposit base, although the
proportion has diminished over the most recent three fiscal years. Transaction
and savings account deposits equaled $118.8 million, or 38.4% of total deposits,
at June 20, 2006, versus $101.6 million, or 33.9% of total deposits, at June 30,
2004. The increase in core deposits was the result of continued efforts by the
Bank to develop and market a full line of deposit products for the customer.

     As of June 30, 2006, the CD portfolio totaled $190.6 million, or 61.6% of
total deposits. Hampden's current CD composition reflects a higher concentration
of short-term maturities, with 57.6% scheduled to mature in one year or less. As
of June 30, 2006, jumbo CDs ($100,000 or more) amounted to $99.7 million, or
52.3% of total CDs. Hampden does not maintain any brokered CDs. Beginning on
August 1, 2007 and ending on September 30, 2007, there will be maturing deposits
totaling approximately $61.7 million. Approximately $50.6 million of these
maturing CDs are five year add-on CDs that the Bank offered as a special
promotion from August 15, 2002 to September 30, 2002. Hampden intends to manage
the maturing CDs based on internal cash requirements and the costs of
alternative sources of funds at that time. The

                                      1.17


balance of CDs has declined since 2004 as the Bank has managed the CD base by
allowing high cost funds to leave the Bank, including certain CDs that were a
result of other special CD promotional products in prior years.

     Borrowings serve as an alternative funding source for the Bank to
facilitate management of funding costs and interest rate risk, particularly FHLB
advances. Hampden maintained $99.8 million of FHLB advances at June 30, 2006,
with laddered terms out to 2013. Approximately $12 million of the advances are
callable by the FHLB. In addition, Hampden, as of June 30, 2006, had $11.2
million of repurchase agreements with business customers, representing customer
deposit accounts that are swept to an interest bearing account on an overnight
basis. Exhibit I-15 provides further detail of Hampden's borrowing activities
during the past five years. Following the stock offering, the Bank will evaluate
repaying a portion of the borrowings with conversion proceeds to improve the
margin and net interest income ratio.


SUBSIDIARY OPERATIONS

     In addition to the operations of Hampden Investment Corporation, the Bank
operates another subsidiary, the Hampden Insurance Agency, which is an inactive
insurance agency. As of June 30, 2006, this subsidiary had $34,000 in assets,
consisting of cash and real estate which the Bank uses for customer parking at
the main office.


LEGAL PROCEEDINGS

     Hampden is not currently party to any pending legal proceedings that the
Bank's management believes would have a material adverse effect on the Bank's
financial condition, results of operations or cash flows.



                                      1.18


                            II. MARKET AREA ANALYSIS

INTRODUCTION

     Hampden conducts operations through its main office in Springfield,
Massachusetts, and six branch offices, including two in Springfield and one
each in Agawam, Longmeadow, West Springfield, and Wilbraham. The markets
served by the Bank's branches are primarily urban or suburban in character,
within the Springfield metropolitan statistical area ("MSA"). The majority of
the Bank's activities are conducted in the largely suburban areas surrounding
the Bank's offices. The major cities and population centers within the Bank's
market area include Springfield, West Springfield, Holyoke, Northampton,
Westfield and Chicopee.

     The Pioneer Valley of western Massachusetts encompasses the fourth
largest metropolitan area in New England. The Springfield MSA covers a
relatively diverse area ranging from densely populated urban areas such as
Springfield to outlying rural areas. A map showing the location of the Bank's
offices in Hampden County is set forth below. Details regarding the Bank's
offices are set forth in Exhibit II-1.

                                 Table 2.1
                                Hampden Bank
                          Map of Branch Locations


                                      [MAP]



                                       2.1




     The regional market for financial services has become increasingly
competitive over the last decade following regional consolidation of
financial institutions. Specifically, regional and superregional financial
institutions headquartered outside of the local market have undertaken
significant acquisitions locally and, as a result, Hampden is subject to
significant competition from several financial institutions which have
greater financial resources, market share, branch coverage, overall scope of
operations and products and services offered. Moreover, many smaller
community banking financial institutions continue to operate in the Bank's
markets offering similar products and services as Hampden. The Bank has
expanded its branch network in recent years to more effectively compete with
the larger institutions, emphasizing prompt service and local decision making
as a distinct advantage.

     Manufacturing has historically had a significant local presence as major
manufacturing firms located within the Springfield MSA include the Milton
Bradley Company, Top-Flite and Smith and Wesson, among others. While
manufacturing continues to play an important role today, the local economy
has become increasingly diversified due to extensive growth in the services
and trade sectors. The services sector has been bolstered by employment
provided by local colleges and universities, such as Westfield State College
in Westfield and the University of Massachusetts at Amherst. Similarly,
financial services companies based in Springfield have become important
players in the regional economy, such as the Massachusetts Mutual Insurance
Company.

     Future growth opportunities for the Bank depend on future growth and
stability of the regional economy (in particular the areas surrounding  the
Bank's office locations), demographic growth trends and the nature and
intensity of the competitive environment. These factors have been briefly
examined in the following pages to help determine the growth potential that
exists for the Bank and the relative economic health of the Bank's market
area, and the relative impact on value.

NATIONAL ECONOMIC FACTORS

     The business potential of a financial institution is partially dependent
on the future operating environment and growth opportunities for the banking
industry and the economy as a whole. Trends in the national economy, such as
employment and gross national product growth,



                                    2.2



improved during the 12 month period ending July 2006, as total U.S.
employment increased by 2.2 million jobs, although there remains uncertainty
about the near term future, particularly in the areas of the unknown
resolution of the war in Iraq, the current unstable prices of oil and
gasoline, and other world-wide tensions, all of which have the potential to
impact future economic growth. Annualized growth in gross domestic product
was 2.5% for the second quarter of 2006, compared to 5.6% in the first
quarter and 3.3% in the year ago second quarter. The inflation rate has
increased modestly during the first half of 2006, in part because of the
effect of energy costs. Inflation totaled 3.4% for all of 2005, and increased
to 4.3% on an annualized basis for the first six months of 2006. The growth
in employment also led to fears that wages could increase if shortfalls of
available labor appear. The current and projected size of government spending
and deficits also, has the ability to impact the longer-term economic
performance of the country. Various other indicators show the economy
performing relatively well, such as consumer spending and improving
industrial capacity utilization.

     The major stock exchange indices increased modestly during the most
recent twelve month period, with market concerns consisting primarily of
fears over world events, corporate earnings performance and future growth
prospects. As an indication of the changes in the nation's stock markets over
the last twelve months, as of September 1, 2006, the Dow Jones Industrial
Average closed at 11,464.15, an increase of 9.7% from September 1, 2005,
while the NASDAQ Composite Index stood at 2193.16, an increase of 2.4% over
the same time period. The Standard & Poors 500 Index totaled 1,311.01 as of
September 1, 2005, an increase of 7.6%.

     Regarding factors that most directly impact the banking and financial
services industries, in general, the housing market has remained relatively
strong in relation to general economic performance, as housing starts,
housing prices and land values have continued to increase at rates above the
inflation rate. However, in recent weeks, certain signs have appeared that
the relatively strong housing market may be cooling down, as the level of
existing and new home sales and housing starts have decreased materially, the
number of homes for sale have increased in certain areas, and some regions of
the country have experienced modest declines in home values. While currently
there is more uncertainty about the future volumes of financial institution
lending activity, due primarily to the recent pattern of rising short-term
interest rates, specific regions of the country remain relatively strong in
terms of both residential and



                                    2.3




commercial development. This represents a positive factor for Hampden's
business strategy, as the Bank would expect to benefit from strong
residential and consumer lending activity in the market area.

INTEREST RATE ENVIRONMENT


     Through the first half of 2004, in reaction to try to avoid a
significant slowdown of the economy, the Federal Reserve had lowered key
market interest rates to historical lows not seen since the 1950s, with the
federal funds rate equal to 1.00% and the discount rate equal to 2.00%.
Beginning in June 2004, the Fed began slowly, but steadily increasing the
federal funds and overnight interest rates in order to ward off any
possibility of inflation. Through June 2006, the Fed had increased interest
rates a total of 17 times, and as of the latest Fed rate increase, effective
in June 2006, the Fed Funds rate was 5.25%, up from 1.00% in early 2004, but
down from 6.50% at the beginning of 2001, while the Discount Rate stood at
6.25%, up from 2.00% in early 2004. Current indication from the Fed leads
many analysts to predict that the future direction for interest rates will
still be relatively stable, with a potential for upward movement. The effect
of these interest rate cuts has been most evident in short term rates, which
increased more than longer term rates, resulting in a flat treasury yield
curve. In recent weeks, the yield curve has become somewhat inverted, with
long term rates modestly lower than short term rates. As of September 1,
2006, one- and ten-year U.S. government bonds were yielding 4.99% and 4.73%,
respectively, compared to 3.66% and 4.02%, respectively, as of September 1,
2005. This has negatively impacted the performance of many financial
institutions, as they rely on a spread between the yields on longer term
assets and the costs of shorter term funding sources.

MARKET AREA DEMOGRAPHICS

     Demographic trends in the Bank's market are an important indicator of
future growth potential. The following sections evaluate several key
demographic factors impacting the market area served by Hampden, including
population, number of households and household income for the U.S.,
Massachusetts and the Bank's primary markets, defined as the greater
Springfield Metropolitan Statistical Area (the "MSA") and Hampden County
where all the Bank's branches are situated. Additional detail is shown in
Exhibit II-3.


                                    2.4



                                              Table 2.2
                                             Hampden Bank
                               Summary Demographic/Economic Information



                                                         YEAR                     GROWTH          GROWTH
                                          ----------------------------------       RATE             RATE
                                            2000         2006         2011        2000-06       2006-2011
                                            ----         ----         ----        -------       ---------
                                                                                    (%)             (%)
                                                                                  
POPULATION(000)
- ---------------
United States                            281,422      303,582      323,786         1.3%            1.3%
Massachusetts                              6,349        6,540        6,683         0.5%            0.4%
Springfield MSA                              680          697          709         0.4%            0.3%
Hampden County                               456          468          476         0.4%            0.3%

HOUSEHOLDS(000)
- --------------
United States                            105,480      114,050      121,863         1.3%            1.3%
Massachusetts                              2,444        2,522        2,585         0.5%            0.5%
Springfield MSA                              261          268          274         0.5%            0.4%
Hampden County                               175          179          182         0.3%            0.3%

MEDIAN HOUSEHOLD INCOME($)
- --------------------------
United States                            $42,164      $51,546      $60,704         3.4%            3.3%
Massachusetts                             50,539       63,971       78,209         4.0%            4.1%
Springfield MSA                           41,102       50,199       58,740         3.4%            3.2%
Hampden County                            39,721       47,591       55,183         3.1%            3.0%

PER CAPITA INCOME($)
- ----------------------
United States                            $21,587      $27,084      $32,982         3.9%            4.0%
Massachusetts                             25,952       34,320       43,730         4.8%            5.0%
Springfield MSA                           20,140       25,436       30,872         4.0%            3.9%
Hampden County                            19,541       24,007       28,866         3.5%            3.8%

2005 AGE DISTRIBUTION(%)               0-14 YRS.   15-34 YRS.   35-54 YRS.     55+ YRS.
- ------------------------               ---------   ----------   ----------     --------
United States                              20.4%        27.5%        29.1%        23.0%
Massachusetts                              19.1%        26.3%        30.5%        24.1%
Springfield MSA                            18.2%        27.9%        28.9%        25.0%
Hampden County                             19.8%        26.2%        28.8%        25.2%

                                        LESS THAN    $25,000 to
2005 HH INCOME DIST.(%)                  $25,000       50,000      $50,000+
- -----------------------                  -------       ------      --------
United States                              22.7%        25.8%        51.6%
Massachusetts                              19.0%        20.5%        60.6%
Springfield MSA                            24.4%        25.4%        50.2%
Hampden County                             26.4%        25.5%        48.1%


Source:  SNL Financial, LC.


                                    2.5




     The Bank's markets have been experiencing a growing population base (see
Table 2.2 for detailed data). The population base of Hampden County is
relatively concentrated in the center section of the county, primarily in the
cities of Springfield, West Springfield,  Holyoke and Chicopee. Specifically,
the population of the Springfield MSA increased modestly over the past six
years, from 680,000 in 2000 to a total of 697,000 residents in 2006.
Projections through 2011 indicate a continuation of population growth in the
MSA, at a rate of 0.3% annually which is consistent with the rate of growth
for Hampden County and the state as a whole but below the national growth
rate. The population of Hampden County totaled 468,000 in 2006 and is
projected to grow to 476,000 in 2011. These population trends represent a
moderately positive trend for Bank as the market area has certain areas of
strong growth and certain areas of weaker growth. The overall population base
provides a source of business for financial institutions.

     Another trend within the local market area is a diversification of the
population base in certain ethnic minorities, such as Hispanics and Russians
residents. Such residents are attracted to the area for certain employment
opportunities and due to a history of a minority population base in that
area. The Bank recognizes that serving the entire population base is
important to the success of a community bank, and intends to focus on serving
these minority groups, which are increasing in numbers and as a percent of
the overall population base.

     Trends for households in the Bank's markets indicate a slightly faster
growth rate than for the population base, indicative of a decreasing average
household size. Overall, in 2006, the total number of households in Hampden
County approximates 179,000, which amounts to 67 percent of the total
households in the Springfield MSA. Overall growth rates for Hampden County
approximated 0.3% for the six year period through 2006 and were projected to
total 0.3% through 2011.

     Table 2.2 also details the age distribution of the residents of the
Bank's market area county and reveals that overall, Hampden County has a
similar age distribution characteristics as the state and nation, with a
slightly higher population base aged 55 years and older and somewhat lower
levels of residents in the other age categories presented.

     Median household and per capita income levels in Hampden County and the
Springfield MSA are below the state average, which is dominated by relatively
high income levels prevailing



                                    2.6



in the populous Boston metropolitan area. Similarly, the median household and
per capita income levels in the Bank's markets more closely approximate but
also fall below the national averages. Hampden County also reported a slower
growth rate in median household and per capita income than the statewide
averages, which has led to its comparatively lower personal and household
income levels.

ECONOMY

     The Pioneer Valley area economy was historically based on agriculture
and manufacturing but, similar to many areas of the U.S., has been
transferred into a more services oriented economy in the last several decades
with employment in most large economic sectors. Manufacturing maintains a
presence in the area. The Connecticut River, which bisects the region to the
north and south, is the physical feature that provided energy for the mill
towns of Holyoke and Chicopee, and the productive farmland for the earliest
settlers who practiced agriculture. Hampden County is linked economically to
north-central Connecticut, which also shares the Connecticut River valley,
Interstate 91 and Bradley International Airport. Daily commuting patterns of
residents include travel between Massachusetts and Connecticut, including
into Hartford, the state capital of Connecticut.

     Currently, the services sector comprises the largest component of the
regional economy of central Massachusetts. The diversification of the local
economy away from its historical manufacturing roots is reflected in the
data, showing that manufacturing's 10.3% of total employment in the Pioneer
Valley ranks it fourth behind services, wholesale and retail trade and
government, respectively. The services sector reflects the most notable
growth reflecting, in part, the growth of local colleges and universities and
healthcare providers. Table 2.3 below illustrates recent employment broken
down by the major employment sectors in Hampden County, and additional detail
is shown in Exhibit II-4.

     Table 2.4 provides a listing of the major employers in the Pioneer
Valley. The identity of the major employers  underscores the economic
diversity,  including health care,  insurance/finance,  government and
manufacturing. In addition to these large employers, there are numerous
smaller employers in the Pioneer Valley including a wide variety of small



                                    2.7


manufacturing businesses, many of which produce defense related products.
Likewise, there are many service-oriented firms providing services to the
colleges, their students. It is these smaller businesses which the Bank has
targeted in its marketing efforts.

                           Table 2.3
                          Hampden Bank
             Hampden County Employment Sectors (1)



EMPLOYMENT SECTORS                           % OF LABOR FORCE
- ------------------                           ----------------
                                             
     Services                                      41.8%
     Wholesale/Retail Trade                        15.1
     Government                                    14.8
     Manufacturing                                 10.3
     Finance/Insurance/Real Estate                  7.8
     Construction                                   4.7
     Transportation & Utilities                     3.3
     Other                                          2.2
                                                  ------
                                                  100.0%


     (1) As of 2003.

     Source: Regional Economic Information System Bureau of Economic Analysis.

                               Table 2.4
                             Hampden Bank
       Top Ten Largest Employers in Hampden County as of 2005



     EMPLOYER                                 CITY            FULL-TIME EMPLOYEES
     --------                                 ----            -------------------
                                                          
     Baystate Health System                 Springfield            9,662
     U.S. Postal Service.                   Springfield            4,255
     Big Y Supermarkets                     Springfield            4,250
     MassMutual Financial Group             Springfield            4,000
     Sisters of Providence Health System    Springfield            2,765
     Hasbro Games/Milton Bradley            East Longmeadow        1,700
     Holyoke Hospital                       Holyoke                1,320
     Center for Human Development/
        Behavioral                          Springfield            1,069
     Verizon                                Springfield            1,000
     Westover Air Base                      Chicopee               1,000


     Source: Regional Employment Board of Hampden County.

     Table 2.5 displays recent unemployment trends for the market served by
the Bank. The unemployment rates in the MSA and Hampden County are above the
national and statewide


                                    2.8


averages, reflecting the higher unemployment rates in inner city Springfield
(Hampden County). This is an unfavorable comparative statistic, and
importantly, unemployment rates have been increasing modestly over the past
year contrary to the more favorable national trend. This indicates a certain
weakness to the local economy from an employment perspective.

                              Table 2.5
                              Hampden Bank
                     Market Area Unemployment Trends



                              JUNE 2005       JUNE 2006
           REGION            UNEMPLOYMENT    UNEMPLOYMENT
          ------             ------------    ------------
                                           
         United States            5.2%           4.8%
         Massachusetts            4.9            5.1
         Springfield MSA          5.4            5.5
         Hampden County           5.8            6.0


         Source: U.S. Bureau of Labor Statistics.

COMPETITION

     The competitive environment in the Bank's market area of Hampden County
includes a large number of competitors, representing both large superregional
bank holding companies and local or regional community banks. These
competitors maintain a significant local presence and provide the Bank with
strong competition in both the consumer and commercial markets, while at the
same time competing primarily by offering a widespread office network and
broad product lines. In particular, Bank of America, TD Banknorth, Citizens
Bank of MA and Sovereign are among the most significant out-of-market
competitors in the Springfield area. The Bank's marketing strategy versus
these companies has generally been to present itself as the local independent
alternative to these larger out-of-market institutions. In particular, the
Bank emphasizes the consistent quality service it provides as well as the
ability to have credit decisions made locally on an expedited basis.

     As of June 30, 2005, the Bank maintained a market presence with 4.2%
deposit market share, ranking it ninth in Hampden County behind larger
institutions such as Bank of America, Banknorth and Citizens. Other
significant community bank competitors include Westfield Bank,



                                    2.9



PeoplesBank and Berkshire Bank. Hampden has developed its operating strategy
which capitalizes on its local orientation. In addition, recognizing the
moderate population trends, the Bank has incorporated into its operating
strategy the addition of commercial products and services as well as expanded
consumer products and services. At the same time, the Bank enjoys greater
size, resources, and more convenient branch locations to compete effectively
against the many smaller community-oriented banking institutions operating in
its markets.

                                     Table 2.6
                                    Hampden Bank
                 Largest Competitors in the Hampden County Market
                  (Based on Deposit Data as of June 30, 2005)



                                         NO. OF                     MARKET
     INSTITUTION                        OFFICES       DEPOSITS       SHARE
     -----------                        -------       --------       -----
                                                       ($000)
                                                           
Bank of America                             23       $1,576,571      21.48%
Banknorth National Assn.                    20        1,038,384      14.15
United Bank                                 10          751,922      10.24
Westfield Bank                              10          618,311       8.42
Peoples Bank                                 7          553,588       7.54
Citizens Bank of Massachusetts              18          528,653       7.20
West Bank                                   14          435,925       5.94
Berkshire Bank                               9          418,012       5.69
Hampden Bank                                 6          311,929       4.25
Chicopee Savings Bank                        6          299,725       4.08
Country Bank for Savings                     5          242,440       3.30
Bank of Western Massachusetts                4          226,224       3.08
Sovereign Bank                               4          150,602       2.05
Monson Savings Bank                          3          138,079       1.88
Ware Coop Bank                               1           17,745       0.24
BCPBank National Assn.                       1           13,533       0.18
Southbridge Savings Bank                     1           10,570       0.14
North Brookfield Savings Bank                1            8,760       0.12
                                           ---         --------      -----
                                           141       $6,500,429     100.00%


Source: FDIC

MARKET AREA DEPOSIT CHARACTERISTICS

     Trends in market area deposit balances are also an indication of the
health of a local area served and the potential for future growth. Table 2.7
displays deposit trends for thrifts and


                                      2.10



                                                                Table 2.7
                                                               Hampden Bank
                                                             Deposit Summary



                                                               AS OF JUNE 30,
                                 ---------------------------------------------------------------------
                                                2003                              2005
                                 --------------------------------     --------------------------------        DEPOSIT
                                              MARKET     NUMBER OF                  MARKET     NO. OF       GROWTH RATE
                                 DEPOSITS     SHARE      BRANCHES     DEPOSITS      SHARE     BRANCHES       2003-2005
                                 --------     -----      --------     --------      -----     --------       ---------
                                                      (Dollars in Millions)                                      (%)
                                                                                         
MASSACHUSETTS                    $172,378     100.0%       2,090      $172,205     100.0%        2,131          -0.1%
    Commercial Banks             $106,914      62.0%         968      $107,873      62.6%        1,029           0.4%
    Savings Institutions          $65,464      38.0%       1,122       $64,332      37.4%        1,102          -0.9%

HAMPDEN COUNTY                     $6,385     100.0%         138        $7,341     100.0%          143           7.2%
    Commercial Banks               $3,146      49.3%          80        $3,819      52.0%           80          10.2%
    Savings Institutions           $3,240      50.7%          58        $3,522      48.0%           63           4.3%
       Hampden Bank                  $332       5.2%           5          $312       4.2%            6          -3.1%


Source: FDIC.




                                         2.11



commercial banks in the Commonwealth of Massachusetts and Hampden County
between 2003 and 2005. Since 2003, deposit growth in Massachusetts has been
slightly negative for both commercial banks and savings institutions, with
savings institutions deposits decreasing and commercial bank deposits
increasing at a moderate pace. Commercial banks continue to maintain the
majority of deposit funds in Massachusetts, with approximately 63% of all
deposits as of the most recent date. The number of banking branches has
increased modestly, similar to a national trend of bricks and mortar to gain
access and better serve the customer base.

     For Hampden County, the data reflects that the overall deposit market
has been expanding over the last couple years as the balance of total
deposits has increased at a 7.2% annual pace. Deposit growth for the Bank has
been lower than the market overall, decreasing at 3.1% annual rate, although
the Bank has followed a strategy of purposely allowing higher cost CDs to
leave the Bank for cost of fund purposes. Another indication of the
competitive market is that Hampden operates a total of six branch offices,
compared to 143 branch offices in the county. Credit unions are also an
important competitor for the Bank, and credit union deposits total in excess
of $500 million in the Hampden County market.

SUMMARY

     The overall condition of the primary market area can be characterized as
stable, with moderate growth potential based on regional population and
economic projections. The overall total population base within the Bank's
market area counties does provide the potential for additional banking
customers, particularly in light of the current market share of deposits held
by the Bank and the dollar amount of deposits held in banking institutions in
the market area. Going forward, in view of the local demographic and economic
trends and the numbers and types of competitors in the market area, the
competition for deposits is expected to remain substantial, which will result
in United having to pay competitive deposit rates, provide high quality
service and consider providing electronic banking capabilities to increase
local market share. In addition, the Bank also will have to engage in
sufficient levels of marketing activities.



                                  2.12



                            III. PEER GROUP ANALYSIS



     This chapter presents an analysis of Hampden's operations versus a group of
comparable savings institutions (the "Peer Group") selected from the universe of
all publicly-traded savings institutions in a manner consistent with the
regulatory valuation guidelines. The basis of the pro forma market valuation of
Hampden is derived from the pricing ratios of the Peer Group institutions,
incorporating valuation adjustments for key differences in relation to the Peer
Group. Since no Peer Group can be exactly comparable to Hampden, key areas
examined for differences are: financial condition; profitability, growth and
viability of earnings; asset growth; primary market area; dividends; liquidity
of the shares; marketing of the issue; management; and effect of government
regulations and regulatory reform.


PEER GROUP SELECTION

     The Peer Group selection process is governed by the general parameters set
forth in the regulatory valuation guidelines. Accordingly, the Peer Group is
comprised of only those publicly-traded savings institutions whose common stock
is either listed on a national exchange (NYSE or AMEX), or is NASDAQ listed,
since their stock trading activity is regularly reported and generally more
frequent than non-publicly traded and closely-held institutions. Institutions
that are not listed on a national exchange or NASDAQ are inappropriate, since
the trading activity for thinly-traded or closely-held stocks is typically
highly irregular in terms of frequency and price and thus may not be a reliable
indicator of market value. We have also excluded from the Peer Group those
companies under acquisition or subject to rumored acquisition, mutual holding
companies and recent conversions, since their pricing ratios are subject to
unusual distortion and/or have limited trading history. A recent listing of the
universe of all publicly-traded savings institutions is included as Exhibit
III-1.

     Ideally the Peer Group, which must have at least 10 members to comply with
the regulatory valuation guidelines, should be comprised of locally or
regionally-based institutions with comparable resources, strategies and
financial characteristics. There are approximately 175 publicly-traded
institutions nationally and, thus, it is typically the case that the Peer Group
will


                                      3.1




be comprised of institutions with relatively comparable characteristics. To
the extent that differences exist between the converting institution and the
Peer Group, valuation adjustments will be applied to account for the
differences. Since Hampden will be a full public company upon completion of the
offering, we considered only full public companies to be viable candidates for
inclusion in the Peer Group. From the universe of publicly-traded thrifts, we
selected eleven institutions with characteristics similar to those of Hampden.
In the selection process, we applied two "screens" to the universe of all public
companies:

          o    SCREEN #1. FULLY CONVERTED NEW ENGLAND INSTITUTIONS WITH ASSETS
               LESS THAN $1 BILLION, AN ROE OF LESS THAN 10%, IN FULL STOCK FORM
               FOR MORE THAN ONE YEAR WITH POSITIVE CORE EARNINGS. Five
               companies met the criteria for Screen #1 and all were included in
               the Peer Group: Benjamin Franklin Bancorp, Inc. of MA, Central
               Bancorp of MA, LSB Corp. of Massachusetts, MassBank Corp. of MA
               and Mayflower Co-Op Bank of MA. Exhibit III-2 provides financial
               and public market pricing characteristics of all publicly-traded
               New England thrifts.

          o    SCREEN #2. FULLY CONVERTED MIDATLANTIC INSTITUTIONS WITH ASSETS
               LESS THAN $1 BILLION, AN ROE LESS THAN 10%, IN FULL STOCK FORM
               FOR MORE THAN ONE YEAR WITH POSITIVE CORE EARNINGS. Eight
               companies met the criteria for Screen #2 and six were included in
               the Peer Group: Synergy Financial Group of NJ, Harleysville
               Savings Financial Corp. of PA, Fidelity Bancorp, Inc. of PA, TF
               Financial Corp. of PA, First Keystone Financial, Inc. of PA and
               Rome Bancorp, Inc. of NY. Carver Bancorp of New York was excluded
               from the Peer Group due to its unique customer base, while
               Washington Savings Bank of MD was excluded due to its operating
               strategy. Exhibit III-3 provides financial and public market
               pricing characteristics of all publicly-traded Mid-Atlantic
               thrifts.

     Table 3.1 shows the general characteristics of each of the 11 Peer Group
companies and Exhibit III-4 provides summary demographic and deposit market
share data for the primary market areas served by each of the Peer Group
companies. While there are expectedly some differences between the Peer Group
companies and Hampden, we believe that the Peer Group companies, on average,
provide a good basis for valuation subject to valuation adjustments. The
following sections present a comparison of Hampden's financial condition, income
and expense trends, loan composition, interest rate risk and credit risk versus
the Peer Group as of the most recent publicly available date.


                                      3.2



                                Table Goes Here

                                      3.3




     A summary description of the key characteristics of each of the Peer Group
companies is detailed below.

          o    Synergy Financial Group of New Jersey. Selected due to relatively
               high loans-to-assets ratio, lending diversification emphasis on
               commercial real estate/multi-family loans and favorable credit
               quality measures.

          o    Benjamin Franklin Bancorp, Inc. of Massachusetts. Selected due to
               a similar loans-to-assets ratio, similar equity-to-assets ratio,
               moderate operating expense ratio, similar loan portfolio
               composition and favorable credit quality measures.

          o    MassBank Corp. of Massachusetts. Selected due to relatively high
               equity-to-assets ratio, moderate net interest income ratio,
               moderate yield/cost spread and favorable credit quality measures.

          o    Harleysville Savings Financial Corporation of Pennsylvania.
               Selected due to relatively low equity-to-assets ratio,
               significant use of borrowed funds, moderate level of non-interest
               income and favorable credit quality measures.

          o    Fidelity Bancorp, Inc. of Pennsylvania. Selected due to
               relatively low equity-to-assets ratio, similar asset growth rate,
               moderate level of net interest income and a similar proportion of
               residential loans as a percent of assets.

          o    TF Financial Corp. of Pennsylvania. Selected due to relatively
               high loans-to-assets ratio, comparable interest-bearing funding
               composition, similar operating expense ratio, lending
               diversification emphasis on commercial real estate/multi-family
               loans and favorable credit quality measures.

          o    Central Bancorp of Massachusetts. Selected due to relatively high
               loans-to-assets ratio, similar equity/assets ratio, comparable
               level of non-interest income, primary lending diversification
               emphasis on commercial real estate/multi-family loans and
               favorable credit quality measures.

          o    First Keystone Financial, Inc. of Pennsylvania. Selected due to
               comparable asset size, comparable size of branch office network,
               similar asset and liabilities base composition, relatively low
               equity-to-assets ratio, similar operating expense ratio, similar
               proportion of residential loans as a percent of assets and
               lending diversification emphasis on commercial real
               estate/multi-family loans.

          o    LSB Corp. of Massachusetts. Selected due to comparable asset
               size, comparable size of branch office network, relatively high
               equity-to-assets ratio, similar net interest income ratio,
               similar operating expense ratio and lending diversification
               emphasis on commercial real estate/multi-family loans.

          o    Rome Bancorp, Inc, of New York. Selected due to relatively high
               loans-to-assets ratio, high equity-to-assets ratio, relatively
               strong net interest margin, higher earnings contribution from
               non-interest operating income, relatively high level of operating
               expenses, lending diversification emphasis on commercial real
               estate/multi-family loans and commercial business loans and
               favorable credit quality measures.

                                      3.4



          o    Mayflower Co-op Bank of Massachusetts. Selected due to similar
               size of branch office network, comparable non-interest income
               ratio, similar level of operating expenses, comparable
               concentration of residential loans as a percent of assets,
               lending diversification emphasis on commercial real
               estate/multi-family loans and favorable credit quality measures.

     In aggregate, the Peer Group companies maintain a lower level of capital as
the industry average (10.21% of assets versus 11.41% for all public companies),
generate lower earnings as a percent of average assets (0.57% ROAA versus 0.69%
for all public companies), and generate a lower ROE (5.96% ROE versus 7.01% for
all public companies). Overall, the Peer Group's average P/B ratio was below the
average for all publicly-traded thrifts, while the Peer Group's P/E multiple was
slightly higher.



                                                                 ALL
                                                            PUBLICLY-TRADED           PEER GROUP
                                                            ---------------           ----------
                                                                                
     Financial Characteristics (Averages)
     Assets ($Mil)                                             $2,971                    $643
     Market capitalization ($Mil)                                $408                     $86
     Equity/assets (%)                                          11.41%                  10.21%
     Return on average assets (%)                                0.69                    0.57
     Return on average equity (%)                                7.01                    5.96

     Pricing Ratios (Averages)(1)
     Price/earnings (x)                                         19.67x                  19.94x
     Price/book (%)                                            151.55%                 138.38%
     Price/assets (%)                                           17.62                   14.15


     (1)  Based on market prices as of September 1, 2006.


     Ideally, the Peer Group companies would be comparable to Hampden in terms
of all the selection criteria, but the universe of publicly-traded thrifts does
not provide for an appropriate number of such companies. However, in general,
the companies selected for the Peer Group were fairly comparable to Hampden, as
will be highlighted in the following comparative analysis.


                                      3.5




FINANCIAL CONDITION

     Table 3.2 shows comparative balance sheet measures for Hampden and the Peer
Group, reflecting the expected similarities and some differences given the
selection procedures outlined above. The Bank's and the Peer Group's ratios
reflect balances as of June 30, 2006, unless indicated otherwise for the Peer
Group companies. Hampden's equity-to-assets ratio of 6.7% was below the Peer
Group's average net worth ratio of 10.2%. However, the Bank's pro forma capital
position will increase with the addition of stock proceeds and will exceed the
Peer Group's ratio following the stock offering. Tangible equity-to-assets
ratios for the Bank and the Peer Group equaled 6.7% and 9.7%, respectively. The
increase in Hampden's pro forma capital position will be favorable from a risk
perspective and in terms of future earnings potential that could be realized
through leverage and lower funding costs. At the same time, the Bank's higher
pro forma capitalization will initially depress return on equity. Both Hampden's
and the Peer Group's capital ratios reflected capital surpluses with respect to
the regulatory capital requirements, with the Peer Group's ratios currently
exceeding the Bank's ratios. On a pro forma basis, the Bank's regulatory
surpluses will likely be above the Peer Group's ratios.

     The interest-earning asset compositions for the Bank and the Peer Group
were similar, with loans constituting the bulk of interest-earning assets for
both Hampden and the Peer Group. The Bank's loans-to-assets ratio of 67.9% was
higher than to the comparable Peer Group ratio of 61.8%. Comparatively, the Peer
Group's cash and investments-to-assets ratio of 33.9% exceeded the comparable
ratio for the Bank of 28.0%. Overall, Hampden's interest-earning assets amounted
to 95.9% of assets, which approximated the comparable Peer Group ratio of 95.7%.

     Hampden's funding liabilities reflected a funding strategy that was
somewhat similar to that of the Peer Group's funding composition. The Bank's
deposits equaled 68.8% of assets, which was slightly below the comparable Peer
Group ratio of 69.0%. Comparatively, borrowings were utilized to a greater
degree by the Bank, as indicated by borrowings-to-assets ratios of 23.7% and
19.8% for Hampden and the Peer Group, respectively. Total interest-bearing
liabilities maintained by the Bank and the Peer Group, as a percent of assets,
equaled 92.5% and 88.8%, respectively. Following the increase in capital
provided by the net proceeds of the stock


                                      3.6




                                Table Goes Here





                                      3.7



offering, the Bank's ratio of interest-bearing liabilities as a percent of
assets will likely be less than the Peer Group's ratio.

     A key measure of balance sheet strength for a thrift institution is its
IEA/IBL ratio. Presently, the Peer Group's IEA/IBL ratio is stronger than the
Bank's ratio, based on IEA/IBL ratios of 107.8% and 103.7%, respectively. The
additional capital realized from stock proceeds should serve to provide Hampden
with an IEA/IBL ratio that approximates or exceeds the Peer Group's ratio, as
the increase in capital provided by the infusion of stock proceeds will serve to
lower the level of interest-bearing liabilities funding assets and will be
primarily deployed into interest-earning assets.

     The growth rate section of Table 3.2 shows annual growth rates for key
balance sheet items. Hampden's and the Peer Group's growth rates are based on
growth for the twelve months ended June 30, 2006 or the most recent period
available. Hampden's assets increased at an 11.7% annual rate, which was well
above the Peer Group's asset growth rate of 0.8%. Asset growth for the Bank was
realized through loan growth, which was in part funded by redeployment of cash
and investments. The Peer Group experienced loan growth which was funded with
available cash and investments, resulting in the minimal change in assets over
the preceeding twelve month period.

     Borrowings funded most of the Bank's asset growth, as deposits increased by
a more moderate amount during 2006. Asset growth for the Peer Group was funded
by deposit growth, offset in part by a decline in borrowings. The Peer Group's
deposit growth rate was above the comparable growth rate posted by the Bank.
Both Hampden and the Peer Group experienced a decline in net worth over the
trailing twelve month period. The Bank's capital was impacted by an unfavorable
decline in the accumulated other comprehensive loss on securities held for sale,
but the decline in capital was limited due to retention of all earnings for the
time period, while the Peer Group's capital improvement was slowed by dividend
payments as well as stock repurchases. The increase in capital realized from
stock proceeds, as well as possible dividend payments and stock repurchases,
will likely depress the Bank's capital growth rate following the stock offering.



                                      3.8




INCOME AND EXPENSE COMPONENTS

     Table 3.3 displays comparable statements of operations for the Bank and the
Peer Group, based on earnings for the twelve months ended June 30, 2006, unless
otherwise indicated for the Peer Group companies. Hampden and the Peer Group
reported net income to average assets ratios of 0.23% and 0.57%, respectively.
The Peer Group reported a higher level of net interest income ratio, lower
operating expenses and higher non-interest income in comparison to the Bank. The
Bank's earnings reflected comparative earnings advantages with respect to
maintaining a lower effective tax rate, while net gains and loan loss provisions
were similar for both.

     The Peer Group's stronger net interest margin was realized through
maintenance of a lower interest expense ratio, which was partially offset by the
Bank's slightly higher interest income ratio. The Bank's higher interest income
ratio was realized through earning a higher yield on interest-earning assets
(5.61% versus 5.35% for the Peer Group), which was supported by the Bank's
interest-earning asset composition that reflected a higher concentration of
loans in comparison to the Peer Group's interest-earning asset composition. The
Peer Group's lower interest expense ratio was supported by maintenance of a
lower cost of funds (2.67% versus 3.04% for the Bank) and maintenance of a lower
level of interest-bearing liabilities funding assets. Overall, Hampden and the
Peer Group reported net interest income to average assets ratios of 2.50% and
2.75%, respectively.

     In another key area of core earnings strength, the Bank maintained a higher
level of operating expenses than the Peer Group. For the period covered in Table
3.3, the Bank and the Peer Group reported operating expense to average assets
ratios of 2.44% and 2.22%, respectively. Consistent with the Bank's higher
operating expense ratio and more diversified operations, Hampden maintained a
comparable higher number of employees relative to its asset size. Assets per
full time equivalent employee equaled $4.7 million for the Bank, versus a
comparable median measure of $5.1 million for the Peer Group. Hampden's higher
operating expense ratio could in part be attributed to an interest-earning asset
composition that reflected a higher concentration of loans relative to the Peer
Group's ratio, which cost more to generate and service than investments. In
addition, Hampden's asset size is somewhat lower than the average


                                      3.9



                                Table Goes Here


                                      3.10





for the Peer Group, which may lead to lower levels of operating efficiencies for
Hampden. On a post-offering basis, the Bank's operating expenses can be expected
to increase with the addition of stock benefit plans and certain expenses that
result from being a publicly-traded company, with such expenses already
impacting the Peer Group's operating expenses. At the same time, Hampden's
capacity to leverage operating expenses will be comparable to or greater than
the Peer Group's leverage capacity following the increase in capital realized
from the infusion of net stock proceeds.

     When viewed together, net interest income and operating expenses provide
considerable insight into a thrift's earnings strength, since those sources of
income and expenses are typically the most prominent components of earnings and
are generally more predictable than losses and gains realized from the sale of
assets or other non-recurring activities. In this regard, as measured by their
expense coverage ratios (net interest income divided by operating expenses), the
Peer Group's earnings were stronger than the Bank's. Expense coverage ratios
posted by Hampden and the Peer Group equaled 1.02x and 1.23x, respectively. An
expense coverage ratio of greater than 1.0x indicates that an institution is
able to sustain pre-tax profitability without having to rely on non-interest
sources of income.

     As noted above, sources of non-interest operating income provided a
slightly larger contribution to the Peer Group's earnings. Non-interest
operating income equaled 0.32% and 0.43% of Hampden's and the Peer Group's
average assets, respectively. Taking non-interest operating income into account
in comparing the Bank's and the Peer Group's earnings, Hampden's efficiency
ratio (operating expenses, net of amortization of intangibles, as a percent of
the sum of non-interest operating income and net interest income) of 86.5% was
less favorable than the Peer Group's efficiency ratio of 69.8%. The Peer Group's
more favorable efficiency ratio was realized through maintenance of a higher net
interest income ratio, lower operating expense ratio and higher non-interest
income.

     Loan loss provisions had a slightly larger impact on the Peer Group, with
loan loss provisions established by the Bank and the Peer Group equaling 0.04%
and 0.05% of average assets, respectively. The relatively minor impact of loan
loss provisions on the Bank's and the


                                      3.11




Peer Group's earnings were indicative of their generally favorable credit
quality measures and lending strategies.

     The Bank reported a net non-operating loss of 0.05% of average assets,
resulting primarily from a accrual for a retirement plan payout, while the Peer
Group reported net non-operating losses of 0.06% of average assets. Typically,
gains and losses generated from non-operating items are viewed as earnings with
a relatively high degree of volatility, particularly to the extent that such
gains and losses result from these items are not considered to be part of an
institution's core operations. Comparatively, to the extent that gains have been
derived through selling fixed rate loans into the secondary market, which
accounted a small amount of gains for the Bank, such gains may be considered to
be an ongoing activity for an institution particularly during periods of low
interest rates and, therefore, warrant some consideration as a core earnings
factor for an institution. However, loan sale gains are still viewed as a more
volatile source of income than income generated through the net interest margin
and non-interest operating income. Extraordinary items were not a factor in
either the Bank's or the Peer Group's earnings.

     Taxes had a significantly larger impact on the Peer Group's earnings, as
Hampden and the Peer Group posted effective tax rates of 21.4% and 31.7%,
respectively. The Bank's lower effective tax reflects the impact of
tax-advantaged investments in bank-owned life insurance and investments that are
held in a subsidiary that receives favorable state income tax treatment. As
indicated in the prospectus, the Bank's effective marginal tax rate is equal to
35%.


LOAN COMPOSITION

     Table 3.4 presents data related to the Bank's and the Peer Group's loan
portfolio compositions and investment in mortgage-backed securities. The Bank's
loan portfolio composition reflected a higher concentration of 1-4 family
permanent mortgage loans and mortgage-backed securities as a percent of assets
than maintained by the Peer Group (54.7% versus 51.0% for the Peer Group). The
Bank's higher ratio was attributable to maintaining a higher concentration of
both 1-4 family loans and mortgage-backed securities. Loans serviced for others
equaled 4.0% and 4.4% of the Bank's and the Peer Group's assets, respectively,
thereby indicating a similar influence of mortgage banking activities on their
respective


                                      3.12



                                Table Goes Here



                                      3.13


operations. Servicing intangible assets were not a significant balance sheet
item for either the Bank or the Peer Group.

     Diversification into higher risk types of lending was slightly greater for
the Peer Group. Commercial real estate/multi-family loans represented the most
significant area of lending diversification for the Bank (19.5% of assets),
followed by commercial business loans (4.8% of assets). The Peer Group's lending
diversification consisted primarily of commercial real estate/multi-family loans
(16.5% of assets), followed by construction/land loans (4.1% of assets). Lending
diversification was more significant for the Bank with respect to
construction/land loans and commercial business loans, while consumer loans
represented a more significant area of lending diversification for the Peer
Group. Overall, the Bank's higher ratio of loans-to-assets and higher overall
degree of lending diversification into higher risk types of lending translated
into a higher risk weighted assets-to-assets ratio of 70.2%, versus a comparable
Peer Group ratio of 59.2%.


CREDIT RISK

     Overall, the credit risk associated with the Bank's balance sheet was
considered to be higher than the Peer Group's, as implied by Hampden's less
favorable credit quality measures for non-performing assets and reserve coverage
ratios (see Table 3.5). As of June 30, 2006, the Bank reported total NPAs plus
loans greater than 90 days delinquent and still accruing equal to 1.00% of
assets, versus 0.22% of assets for the Peer Group. Non-performing loans
(non-accruing loans) for Hampden equaled 1.24% of loans versus 0.20% of loans
for the Peer Group. The Peer Group's loss reserves as a percent of
non-performing loans equaled 167.0%, versus 93.5% for the Bank. Loss reserves
maintained as percent of loans were higher for the Bank (1.16% versus 0.86% for
the Peer Group). The Bank's credit risk exposure was also considered to be less
favorable with respect to recording a higher level of net loan charge-offs for
the most recent twelve month period. Comparatively, net loan charge-offs
recorded by the Peer Group equaled 0.02% of net loans receivable.


                                      3.14



                                Table Goes Here




                                      3.15


INTEREST RATE RISK

     Table 3.6 reflects various key ratios highlighting the relative interest
rate risk exposure of the Bank versus the Peer Group. In terms of balance sheet
composition, Hampden's interest rate risk characteristics were considered to be
less favorable than the Peer Group's. Most notably, Hampden's lower tangible
capital position and lower IEA/IBL ratio indicate a greater dependence on the
yield-cost spread to sustain the net interest margin, while the Bank and the
Peer Group maintained comparable levels of non-interest earning assets. On a pro
forma basis, the infusion of stock proceeds should provide the Bank with
comparable or more favorable balance sheet interest rate risk characteristics
than currently maintained by the Peer Group, particularly with respect to the
increases that will be realized in Bank's equity-to-assets and IEA/IBL ratios.

     To analyze interest rate risk associated with the net interest margin, we
reviewed quarterly changes in net interest income as a percent of average assets
for Hampden and the Peer Group. In general, the relative fluctuations in the
Bank's net interest income to average assets ratios were considered to be
somewhat higher than the Peer Group and, thus, based on the interest rate
environment that prevailed during the period analyzed in Table 3.6, Hampden was
viewed as maintaining a higher degree of interest rate risk exposure in the net
interest margin. The stability of the Bank's net interest margin should be
enhanced by the infusion of stock proceeds, as the increase in capital will
reduce the level of interest rate sensitive liabilities funding Hampden's
assets.


SUMMARY

     Based on the above analysis and the criteria employed in the selection of
the companies for the Peer Group, RP Financial concluded that the Peer Group
forms a reasonable basis for determining the pro forma market value of Hampden.
Such general characteristics as asset size, capital position, interest-earning
asset composition, funding composition, core earnings measures, loan
composition, credit quality and exposure to interest rate risk all tend to
support the reasonability of the Peer Group from a financial standpoint. Those
areas where differences exist will be addressed in the form of valuation
adjustments to the extent necessary.

                                      3.16





                                 Table Goes Here







                                      3.17


                             IV. VALUATION ANALYSIS

INTRODUCTION

     This chapter presents the valuation analysis and methodology, prepared
pursuant to the regulatory valuation guidelines, and valuation adjustments and
assumptions used to determine the estimated pro forma market value of the common
stock to be issued in conjunction with the Bank's conversion transaction.

APPRAISAL GUIDELINES

     The OTS written appraisal guidelines, which have been adopted in practice
by the FDIC and the Massachusetts Division of Banks, specify the market value
methodology for estimating the pro forma market value of an institution pursuant
to a mutual-to-stock conversion. Pursuant to this methodology: (1) a peer group
of comparable publicly-traded institutions is selected; (2) a financial and
operational comparison of the subject company to the peer group is conducted to
discern key differences; and (3) a valuation analysis in which the pro forma
market value of the subject company is determined based on the market pricing of
the peer group as of the date of valuation, incorporating valuation adjustments
for key differences. In addition, the pricing characteristics of recent
conversions, both at conversion and in the aftermarket, must be considered.

RP FINANCIAL APPROACH TO THE VALUATION

     The valuation analysis herein complies with such regulatory approval
guidelines. Accordingly, the valuation incorporates a detailed analysis based on
the Peer Group, discussed in Chapter III, which constitutes "fundamental
analysis" techniques. Additionally, the valuation incorporates a "technical
analysis" of recently completed stock conversions, including closing pricing and
aftermarket trading of such offerings. It should be noted that these valuation
analyses cannot possibly fully account for all the market forces which impact
trading activity and pricing characteristics of a particular stock on a given
day.



                                    4.1




     The pro forma market value determined herein is a preliminary value for the
Company's to-be-issued stock. Throughout the conversion process, RP Financial
will: (1) review changes in Hampden's operations and financial condition; (2)
monitor Hampden's operations and financial condition relative to the Peer Group
to identify any fundamental changes; (3) monitor the external factors affecting
value including, but not limited to, local and national economic conditions,
interest rates, and the stock market environment, including the market for
thrift stocks; and (4) monitor pending conversion offerings (including those in
the offering phase), both regionally and nationally. If material changes should
occur during the conversion process, RP Financial will evaluate if updated
valuation reports should be prepared reflecting such changes and their related
impact on value, if any. RP Financial will also prepare a final valuation update
at the closing of the offering to determine if the prepared valuation analysis
and resulting range of value continues to be appropriate.

     The appraised value determined herein is based on the current market and
operating environment for the Bank and for all thrifts. Subsequent changes in
the local and national economy, the legislative and regulatory environment, the
stock market, interest rates, and other external forces (such as natural
disasters or major world events), which may occur from time to time (often with
great unpredictability) may materially impact the market value of all thrift
stocks, including Hampden's value, or Hampden's value alone. To the extent a
change in factors impacting the Bank's value can be reasonably anticipated
and/or quantified, RP Financial has incorporated the estimated impact into the
analysis.


VALUATION ANALYSIS

     A fundamental analysis discussing similarities and differences relative to
the Peer Group was presented in Chapter III. The following sections summarize
the key differences between the Bank and the Peer Group and how those
differences affect the pro forma valuation. Emphasis is placed on the specific
strengths and weaknesses of the Bank relative to the Peer Group in such key
areas as financial condition, profitability, growth and viability of earnings,
asset growth, primary market area, dividends, liquidity of the shares, marketing
of the issue, management, and the effect of government regulations and/or
regulatory reform. We have also considered the


                                   4.2



market for thrift stocks, including the market for new issues, to assess
the impact on value of Hampden coming to market at this time.


1.   FINANCIAL CONDITION

     The financial condition of an institution is an important determinant in
pro forma market value because investors typically look to such factors as
liquidity, capital, asset composition and quality, and funding sources in
assessing investment attractiveness. The similarities and differences in the
Bank's and the Peer Group's financial strengths are noted as follows:

     -    OVERALL ASSETS/LIABILITIES ("A/L") COMPOSITION. Loans funded by retail
          deposits were the primary components of both Hampden's and the Peer
          Group's balance sheets. The Bank's IEA composition exhibited a higher
          concentration of loans and also greater diversification into higher
          risk and higher yielding loans than the Peer Group. Overall, the
          Bank's asset composition provided for a higher IEA yield and a higher
          risk weighted assets-to-assets ratio than maintained by the Peer Group
          on average. Hampden's funding composition reflected a similar level of
          deposits and a higher level of borrowings in comparison to the Peer
          Group's ratios. The Peer Group maintained a lower cost of funds than
          the Bank, due to the Bank's higher concentration of CDs and higher
          usage of borrowed funds. As a percent of assets, Hampden maintained a
          higher IBL level compared to the Peer Group average. On a combined
          basis, the Bank currently maintains a lower IEA/IBL ratio, but this
          disadvantage is expected to be reversed on a pro forma basis. On
          balance, RP Financial concluded that the Bank's A/L composition on a
          pro forma basis was a slightly positive factor in our adjustment for
          financial condition.

     -    CREDIT QUALITY. Hampden maintained higher ratios of NPAs and
          delinquent loans than the Peer Group on average. Loss reserves as a
          percent of loans were slightly higher for the Bank, although this
          reflects a level of specific reserves against certain non-performing
          commercial credits. Reserve coverage ratios as a percent of
          non-accruing loans and as a percent of all NPAs and loans greater than
          90 days delinquent and still accruing were less favorable for Hampden.
          Net loan charge-offs were higher for the Bank, and Hampden maintained
          a higher risk weighted assets-to-assets ratio than the Peer Group.
          Overall, in comparison to the Peer Group, the Bank appears to have
          higher credit risk exposure, which was considered as a moderately
          negative factor in our adjustment for financial condition.

     -    BALANCE SHEET LIQUIDITY. The Peer Group operated with a higher level
          of cash and investment securities relative to the Bank (33.9% of
          assets versus 28.0% for the Bank). Following the infusion of stock
          proceeds, the Bank's cash and investments ratio is expected to
          increase as the proceeds retained at the holding company level will be
          initially deployed into investments, or potentially to reduce



                                      4.3



          its higher borrowings utilization. Overall, RP Financial concluded
          that this was a neutral factor in our adjustment for financial
          condition.

     -    FUNDING LIABILITIES. Hampden's higher IBL is attributable to Hampden's
          lower capital position, although this relationship is expected to be
          reversed on a pro forma basis. Increased capitalization and the use of
          funds should help ameliorate the Bank's higher cost of funds.

     -    CAPITAL. Following the stock offering, Hampden's pro forma capital
          position will exceed the Peer Group's equity-to-assets ratio,
          reversing the currently lower ratio. The increase in the Bank's pro
          forma capital position will result in greater leverage potential and
          potentially reduce the IBL level. At the same time, the Bank's higher
          capital will likely result in a lower ROE. On balance, RP Financial
          concluded this was a slightly positive factor in our adjustment for
          financial condition.

     On balance, no valuation adjustment was applied for the Bank's financial
condition relative to the Peer Group.

2.   PROFITABILITY, GROWTH AND VIABILITY OF EARNINGS

     Earnings are a key factor in determining pro forma market value, as the
level and risk characteristics of an institution's earnings stream and the
prospects and ability to generate future earnings heavily influence the multiple
that the investment community will pay for earnings. The major factors
considered in the valuation are described below.

     -    REPORTED EARNINGS. The Bank's reported earnings were considerably
          lower than the Peer Group's on a ROAA basis (0.23% of average assets
          versus 0.57% for the Peer Group), reflecting a lower net interest
          income ratio, lower non-interest income ratio and higher operating
          expense ratio, offset by a lower effective tax rate. The lower net
          interest income ratio was due to a higher interest expense ratio,
          evident in the Bank's higher cost of funds. Loan loss provisions and
          net non-operating items were relatively comparable factors in the
          overall profitability. While the net reinvestment benefit of the
          offering proceeds should support the Bank's profitability, there will
          remain a comparative disadvantage, leading to the net downward
          adjustment for profitability, growth and viability of earnings.

     -    CORE EARNINGS. Both the Bank's and the Peer Group's earnings were
          derived largely from recurring sources, with the disadvantages
          highlighted above. The Bank maintains a lower expense coverage ratio,
          1.02x versus 1.23x for the Peer Group. Similarly, the Bank's
          efficiency ratio of 86.5% was less favorable than the Peer Group's
          efficiency ratio of 69.8%. While the conversion proceeds reinvestment
          will support the Bank's profitability, on a core basis, the Bank will


                                       4.4




          maintain lower profitability, thus supporting a downward valuation
          earnings adjustment.

     -    INTEREST RATE RISK. Historically, the Bank's exposure to interest rate
          risk appears to have been greater than for the Peer Group. On a pro
          forma basis, the infusion of stock proceeds can be expected to reduce
          the interest rate risk through higher capitalization and proceeds
          reinvestment. On balance, RP Financial concluded that interest rate
          risk was a neutral factor in our adjustment for profitability, growth
          and viability of earnings.

     -    CREDIT RISK. As noted in the earlier section, the Bank appears to have
          a higher credit risk profile with higher NPAs, lower reserve coverage
          ratios, higher risk-weighted assets to assets and higher chargeoffs.
          Accordingly, RP Financial concluded that credit risk was a moderately
          negative factor in our adjustment for profitability, growth and
          viability of earnings.

     -    EARNINGS GROWTH POTENTIAL. Despite the Bank's recent stronger asset
          growth, the Bank's core profitability has been more volatile than the
          Peer Group's largely due to spread volatility, with a sharp decline
          realized in the most recent fiscal year. The infusion of stock
          proceeds will increase the Bank's earnings growth potential with
          respect to leverage capacity, however the Bank's ability to strongly
          increase lower cost deposits is limited by the competitive
          environment. Hampden's lower level of non-interest operating income
          provides less earnings growth potential and sustainability of earnings
          during periods when net interest margins come under pressure as the
          result of unfavorable changes in the yield curve. On balance, this was
          a slightly negative factor in our adjustment for profitability, growth
          and viability of earnings.

     -    RETURN ON EQUITY. Hampden's current return on equity is lower than the
          Peer Group's ratio. Accordingly, as the result of the significant
          increase in capital that will be realized from the infusion of net
          stock proceeds into the Bank's equity, combined with the Bank's lower
          return on assets, the Bank's pro forma return on equity on a core
          earnings basis will be significantly below the Peer Group's return on
          equity ratio. Accordingly, this was a negative factor in the
          adjustment for profitability, growth and viability of earnings.

     On balance, we concluded that a moderate downward adjustment was warranted
for this factor.

3.   ASSET GROWTH

     Hampden's asset growth for the most recent twelve month period was higher
than the Peer Group's asset growth rate for same period (11.7% growth versus
0.8% growth for the Peer Group), as the Bank's strong loan growth was funded
through borrowings growth. On a pro


                                 4.5



forma basis, the Bank's tangible equity-to-assets ratio will be above the Peer
Group's tangible equity-to-assets ratio, implying higher leverage capacity for
the Bank. Future growth capabilities for the Bank may be somewhat limited due to
the balances of higher cost CDs that are scheduled to mature in the
August-September 2007 time period, unknown retention of such funds, and
potential limitations on the amount of borrowed funds that can be utilized.
Accordingly, on balance, we believe that no valuation adjustment was warranted
for this factor.

4.   PRIMARY MARKET AREA

     The general condition of an institution's market area has an impact on
value, as future success is in part dependent upon opportunities for profitable
activities in the local market served. Hampden's primary market area for
deposits is considered to be the local areas surrounding the Bank's branch
offices in Hampden County, while lending activities extend over a somewhat
greater geographical area. The markets served by the Bank are somewhat less
affluent than statewide averages, thereby fostering significant competition
among financial services companies that includes other locally-based thrifts and
banks, as well as regional and super regional banks.

     The majority of the Peer Group companies serve more populous and faster
growing counties compared to the Bank's primary market area, which includes some
densely populated urban markets, although the Bank's market area future growth
characteristics are more in line with the Peer Group average rate. Comparative
per capita income measures imply that southcentral Massachusetts is a less
affluent market area compared to the markets served by the Peer Group companies.
Hampden's deposit market share in Hampden County was greater than the majority
of the Peer Group companies, indicating a competitive position advantage for the
Bank, however both comparative measures remained relatively low, at less than 5%
of total market area deposits. Summary demographic and deposit market share data
for the Bank and the Peer Group companies is provided in Exhibit III-4. As shown
in Table 4.1, June 2006 unemployment rates for the majority of the markets
served by the Peer Group companies were lower than the unemployment rate
reflected for Hampden County. On balance, we concluded that a slight downward
adjustment was appropriate for the Bank's market area.


                                   4.6



                                                  Table 4.1
                                         Market Area Unemployment Rates
                                   Hampden Bank and the Peer Group Companies(1)



                                                                                               JUNE 2006
                                                            COUNTY                           UNEMPLOYMENT
                                                            ------                           -------------
                                                                                           
         HAMPDEN BANK - MA                                  HAMPDEN                               6.0%

         PEER GROUP AVERAGE                                                                       4.6%
         ------------------

         Synergy Financial Group - NJ                       Union                                 5.3%
         Benjamin Franklin Bancorp, Inc. of MA              Norfolk                               4.6
         MassBank Corp. - MA                                Middlesex                             4.5
         Harleysville Savings Fin. Corp. of PA              Montgomery                            3.8
         Fidelity Bancorp, Inc. of PA                       Allegheny                             4.8
         TF Financial Corp. - PA                            Bucks                                 4.0
         Central Bancorp - MA                               Middlesex                             4.5
         First Keystone Financial, Inc. of PA               Delaware                              4.7
         LSB Corp. - MA                                     Essex                                 5.3
         Rome Bancorp - NY                                  Oneida                                4.2
         Mayflower Co-Op Bank - MA                          Plymouth                              5.1


         (1)  Unemployment rates are not seasonally adjusted.

         Source:  U.S. Bureau of Labor Statistics.

5.   DIVIDENDS

     At this time the Bank has not established a dividend policy. Future
declarations of dividends by the Board of Directors will depend upon a number of
factors, including investment opportunities, growth objectives, financial
condition, profitability, tax considerations, minimum capital requirements,
regulatory limitations, stock market characteristics and general economic
conditions.

     Nine of the ten of the Peer Group companies pay regular cash dividends,
with implied dividend yields ranging from 0.85% to 3.86%. The average dividend
yield on the stocks of the Peer Group institutions equaled 2.39% as of September
1, 2006. As of the same date, approximately 85% of all publicly-traded thrifts
had adopted cash dividend policies (see Exhibit IV-1), exhibiting an average
yield of 2.52%. The dividend paying thrifts generally maintain higher than
average profitability ratios, facilitating their ability to pay cash dividends.


                                 4.7



     While the Bank has not established a definitive dividend policy prior to
converting, the Bank will have the capacity to pay a dividend comparable to the
Peer Group's average dividend yield based on pro forma capitalization. On
balance, we concluded that no adjustment was warranted for purposes of the
Bank's dividend policy.

6.   LIQUIDITY OF THE SHARES

     The Peer Group is by definition composed of companies that are traded in
the public markets. All ten of the Peer Group members trade on the NASDAQ.
Typically, the number of shares outstanding and market capitalization provides
an indication of how much liquidity there will be in a particular stock. The
market capitalization of the Peer Group companies ranged from $25.0 million to
$181.7 million as of September 1, 2006, with average and median market values of
$86.4 million and $77.9 million, respectively. The shares issued and outstanding
to the public shareholders of the Peer Group members ranged from 1.6 million to
11.3 million, with average and median shares outstanding of 4.8 million and 3.8
million, respectively. The Bank's stock offering is expected to have a pro forma
market value that will be in the middle of the range of market values reflected
for the Peer Group companies, while shares outstanding for the Bank will be in
the upper end of the range of shares outstanding indicated for Peer Group and
will be above the Peer Group mean and median shares outstanding. Like all of the
Peer Group companies, the Bank's stock will be quoted on the NASDAQ following
the stock offering. Overall, we anticipate that the Bank's public stock will
have a comparable trading market as the Peer Group companies on average and,
therefore, concluded no adjustment was necessary for this factor.

7.   MARKETING OF THE ISSUE

     We believe that three separate markets exist for thrift stocks, including
those coming to market such as Hampden: (1) the after-market for public
companies, in which trading activity is regular and investment decisions are
made based upon financial condition, earnings, capital, ROE, dividends and
future prospects; (2) the new issue market in which converting thrifts are
evaluated on the basis of the same factors, but on a pro forma basis without the
benefit of prior operations as a fully-converted publicly-held company and stock
trading history; and (3) the


                                   4.8



acquisition market for thrift franchises in Massachusetts. All three of these
markets were considered in the valuation of the Bank's to-be-issued stock.

     A.   THE PUBLIC MARKET

     The value of publicly-traded thrift stocks is easily measurable, and is
tracked by most investment houses and related organizations. Exhibit IV-1
provides pricing and financial data on all publicly-traded thrifts. In general,
thrift stock values react to market stimuli such as interest rates, inflation,
perceived industry health, projected rates of economic growth, regulatory issues
and stock market conditions in general. Exhibit IV-2 displays historical stock
market trends for various indices and includes historical stock price index
values for thrifts and commercial banks. Exhibit IV-3 displays historical stock
price indices for thrifts only.

     In terms of assessing general stock market conditions, the performance of
the overall stock market has been mixed over the past year. The stock market
showed resiliency in the aftermath of Hurricane Katrina, as oil prices fell
following the Energy Department's decision to release some of the Strategic
Petroleum Reserve. Lower oil prices and an upbeat report from the Federal
Reserve that showed the economy kept growing in July and August helped to extend
the rebound in the stock market heading into mid-September 2005. The rebound in
the broader stock market paused in mid-September, as Hurricane Rita, higher oil
prices and a quarter point rate increase by the Federal Reserve contributed to
the DJIA posting its worst weekly loss in three months for the trading week
ending September 23rd. Stocks rebounded mildly at the close of the third
quarter, which helped the DJIA to a 2.9% gain for the third quarter.

     Inflation fears pushed stocks lower at the start of the fourth quarter of
2005, as comments from the Federal Reserve suggested that the central bank was
worried about inflation and was likely to keep raising rates. The DJIA dropped
to a five-month low in mid-October, reflecting concerns that high oil prices
would depress consumer spending. Mixed results for third quarter earnings and
inflation worries translated into an uneven trading market through the end of
October. Optimism that a strong economy would produce a year-end rally provided
a lift to the broader stock market in early-November. Lower bond yields and oil
prices helped to extend the rally through mid-November. The DJIA approached a
four and one-half year high in late-November, as the Federal Reserve hinted that
the cycle of rate increases could be



                                      4.9



approaching an end. Stocks fluctuated in first half of December, as strong
economic news and higher oil prices renewed concerns about inflation and rising
interest rates. Acquisitions in the technology and pharmaceutical industries,
along with some positive economic news showing a dip in unemployment claims and
strong third quarter GDP growth, provided a boost to the broader stock market
heading into late-December. However, the gains were not sustained through the
end of the year, as higher oil prices, inflation concerns and the inversion of
the yield curve pulled stocks lower in late-December.

     The broader stock market rallied higher at the start of 2006 on indications
that the Federal Reserve was nearing an end to the current cycle of rate
increases. In the second week of January, the DJIA closed above 11000 for the
first time since before September 11, 2001. Higher oil prices, some
disappointing fourth quarter earnings and worries about Iran pushed stocks lower
in mid-January, which was followed by a rebound in the broader stock market in
late-January. The late-January gains were supported by some favorable fourth
quarter earnings and economic news showing strong December orders for durable
goods and lower than expected unemployment. Mixed reaction to some fourth
quarter earnings reports and concerns about the housing market cooling off
provided for a choppy market during the first half of February. Some favorable
economic data, which included a surge in January retail sales and only a slight
rise in core consumer prices for January, supported gains in the broader stock
market heading into late-February. Major indexes approached multi-year highs in
late-February, before faltering at the end of February on economic data showing
a decline in consumer confidence and the housing market slowing down. However,
in early-March 2006, stocks trended lower on concerns that rising global
interest rates would hurt corporate profits. Stocks rebounded in mid-March, as
economic data showing steady economic growth and little consumer inflation
helped to lift the DJIA to a four and one-half year high. Consumer prices rose
just 0.1% in February, while job growth and housing construction were both
stronger than expected in February. Stocks trended lower at the close of the
first quarter on interest rate worries, as the Federal Reserve lifted rates
another quarter point and hinted at more increases to come.

     The broader stock market traded up at the start of the second quarter of
2006, reflecting optimism about first quarter earnings and that tame inflation
would bring an end to rate increases by the Federal Reserve. Higher oil prices
curbed the positive trend in stocks during


                                     4.10



mid-April, which was followed by the biggest gain of the year for the DJIA. The
release of the minutes from the Federal Reserve's March meeting, which signaled
that the Federal Reserve was about to stop raising rates served as the catalyst
to the rally. Stocks generally edged higher through the end of April, as
investors focused on strong first quarter earnings reports by a number of blue
chip stocks. However, the positive trend was somewhat subdued by new inflation
fears resulting from strong economic reports for March. Lower oil prices and a
strong retail sales report for April helped to lift the DJIA to a six year high
in early-May. Stocks traded flat on news of another rate increase by the Federal
Reserve, which was followed by a sharp sell-off in mid-May as a larger than
expected rise in April consumer prices sparked inflation fears. An upward
revision to first quarter GDP growth provided a boost to stocks heading into
late-May, but the rally was cut short as a drop in consumer-confidence numbers
for May and concerns of slower economic growth hurting corporate profits spurred
another sell-off in late-May. Despite closing up on the last day of May, the
month of May was the worst monthly performance for the DJIA in eleven months.

     The down turn in the broader stock market continued during the first part
of June 2006, as stocks tumbled after an inflation warning by the Federal
Reserve Chairman stoked fears of future rate increases. Comparatively, stocks
rallied in mid-June following reassuring inflation comments by the Federal
Reserve Chairman. Higher interest rates dampened the rally ahead of the Federal
Reserve meeting in late-June. Stocks surged higher following the Federal Reserve
meeting in late-June, as comments from the Federal Reserve served to calm
inflation worries and raised expectations of an end to the current cycle of rate
increases.

     Geopolitical turmoil and higher oil prices pulled stocks lower at the start
of the third quarter of 2006. The broader stock market rallied briefly in
mid-July on comments from the Federal Reserve that hinted at the possibility of
a pause in the current cycle of rate increases and some favorable second quarter
earnings reports. After trading in a narrow range during late-July and
early-August, stocks retreated following the Federal Reserve meeting in August.
While the Federal Reserve left rates unchanged, stocks declined on concerns of
an economic slow down. Favorable inflation data reflected in wholesale and
retail prices for July provided a boost to stocks in mid-August. Stocks traded
in a narrow range through the end of August, as oil prices dropped below $70 a
barrel for the first time in two months. As an indication of the


                                    4.11



general trends in the nation's stock markets over the past year, as of September
1, 2006, the DJIA closed at 11464.15 an increase of 9.7% from one year ago and
an increase of 7.0% year-to-date, and the NASDAQ closed at 2193.16, an increase
of 2.4% from one year ago and a decrease of 0.6% year-to-date. The Standard &
Poors 500 Index closed at 1311.01 on September 1, 2006, an increase of 7.6% from
one year ago and an increase of 5.0% year-to-date.

     The market for thrift stocks has been mixed during the past twelve months,
but, in general, thrift stocks have matched the performance of the broader
market. Similar to the broader market, the market for thrift issues showed mixed
results in early-September amid ongoing concerns about the long-term economic
impact of Hurricane Katrina. Strength in the broader market and speculation of
the Federal Reserve taking a pause in increasing rates supported a mild rally in
thrift stocks going into mid-September. Likewise, thrift issues sold off in
conjunction with the broader stock market going into late-September, as
investors reacted negatively to the Federal Reserve hiking interest rates by
another quarter point and the threat of Hurricane Rita hurting energy
production. In contrast to the rebound in the broader stock market, thrift
issues continued their slide at the end of the third quarter as a sharp decline
in September consumer confidence weighed heavily on the thrift sector.

     Thrift stocks retreated further at the beginning of the fourth quarter of
2005 on concerns about higher interest rates and inflation. Mixed earnings
reports and shareholder activism at Sovereign Bancorp produced a choppy trading
market for the thrift sector heading into late-October. Some positive
macroeconomic news, which included a rise in consumer spending, helped to
initiate a rally in thrift stocks at the end of October. Strength in the broader
stock market and merger speculation helped to fuel gains for thrift stocks
through much of November. Overall, the SNL Index for all publicly-traded thrifts
registered a 3.6% increase during November. Thrift issues generally eased lower
during early-December, reflecting concerns about higher interest rates and the
strength of the housing market. Signals from the Federal Reserve that it could
stop raising rates sometime in 2006 and easing inflation fears on lower than
expected revised third quarter GDP growth lifted thrift stocks going into
late-December. However, weakness in the broader market and an inverted yield
curve pressured thrift stocks lower at year end.


                                   4.12



     Thrift stocks participated in the broader stock market rally at the
beginning of the New Year, as interest rate sensitive issues benefited from news
that rate increases by the Federal Reserve may be nearing an end. Thrift stocks
continued to parallel the broader market in mid-January, as the sector traded
down following some disappointing fourth quarter earnings caused by net interest
margin pressure. Short covering and a slight improvement in the yield curve
provided for a brief rebound in thrift stocks in late-January 2006, followed by
a downward move in the sector at the end of January as investors anticipated
another rate hike by the Federal Reserve. The downward trend in thrift stocks
continued through mid-February, reflecting concerns that valuations were too
high in light of a number of thrift issues experiencing a weaker earnings
outlook due to spread compression resulting from the inverted yield curve.
Thrift stocks strengthened along with the broader market heading into
late-February, as mortgage lenders benefited from inflation data that showed
only a small rise in core consumer prices for January and news that housing
starts surged in January. Comparatively, reports of declining home sales, lower
consumer confidence and higher oil prices depressed thrift stocks at the end of
February and the first week of March. Thrifts stocks rebounded in conjunction
with the broader market in mid-March 2006, as interest rate sensitive issues
benefited from tame inflation data reflected in the February consumer price
index. The proposed acquisition of North Fork Bancorp by Capital One helped to
further the advance in thrift and bank stocks, particularly in the Northeast.
Higher interest rates pushed thrift stocks lower in late-March, particularly
after the Federal Reserve increased rates another quarter point and indicated
that more rate increases were likely.

     Thrift issues traded in a narrow range during the first half of April 2006,
in which mixed earnings reports and concerns about interest rates and inflation
provided for an uneven trading market. Thrift stocks spiked higher in
conjunction with the broader market heading in to the second half of April, as
investors reacted favorably to news that the Federal Reserve was contemplating
an end to rate increases during its March meeting. The rally in thrift stocks
was short-lived, with renewed concerns about interest rates and inflation
providing for a modest pull back in thrift stocks during late-April. However,
thrift stocks rebounded at the end of April, as comments from the Federal
Reserve Chairman fueled speculation that the current cycle of Federal Reserve
rate hikes may be nearing an end.


                                  4.13



     Strength in the broader market and Wachovia Corp.'s announced deal to
acquire Golden West Financial Corp. sustained a rally in thrift stocks during
early-May. Higher interest rates, weakness in the broader market and a drop in
consumer confidence pushed thrift stocks lower in mid-May. Inflation fears
continued the slide in thrift stocks into late-May. Thrift stocks closed out May
advancing in conjunction with the broader market. Inflation fears, sparked by
comments from the Federal Reserve Chairman, pulled thrift stocks lower along
with the broader market in early-June. Acquisition speculation helped thrift
stocks to stabilize ahead of the broader market heading into mid-June. Interest
rate concerns weighed on thrift stocks in mid-June, although thrift stocks moved
higher following comments from the Federal Reserve Chairman that eased
inflationary concerns. Thrift stocks traded in a narrow range ahead of the
Federal Reserve meeting in late-June and then rallied strongly following
statements from the Federal Reserve that hinted at the possibility of taking a
break from raising interest rates further.

     Activity in thrift stocks was neutral at the beginning of the third quarter
of 2006, which was followed by a downturn in thrift stocks along with the
broader market in mid-July. Comments from the Federal Reserve indicating
expectations of inflation moderating and some positive second quarter earnings
sparked a brief rally in thrift stock, which was followed by a pull back in
thrift stocks in late-July. Earnings falling short of expectations due to margin
compression contributed to the sell-off in thrift stocks. Thrift stocks bounced
higher in early-August, as July employment data provided signs of a slowing
economy and increased expectations that the Federal Reserve would stop raising
rates. Mortgage data showing a drop in loan fundings reversed the positive trend
in thrift stocks heading into mid-August, which was followed by an upturn in
thrift stocks in mid-August as thrift stocks participated in the broader market
rally that was powered by favorable inflation data. Thrift stocks trended lower
in late-August, reflecting concerns of a slowdown in housing. On September 1,
2006, the SNL Index for all publicly-traded thrifts closed at 1,684.9, an
increase of 5.8% from one year ago and an increase of 4.2% year-to-date.

     B.   THE NEW ISSUE MARKET

     In addition to thrift stock market conditions in general, the new issue
market for converting thrifts is also an important consideration in determining
the Bank's pro forma market


                                    4.14



value. The new issue market is separate and distinct from the market for
seasoned thrift stocks in that the pricing ratios for converting issues are
computed on a pro forma basis, specifically: (1) the numerator and denominator
are both impacted by the conversion offering amount, unlike existing stock
issues in which price change affects only the numerator; and (2) the pro forma
pricing ratio incorporates assumptions regarding source and use of proceeds,
effective tax rates, stock plan purchases, etc. which impact pro forma
financials, whereas pricing for existing issues are based on reported
financials. The distinction between pricing of converting and existing issues is
perhaps no clearer than in the case of the price/book ("P/B") ratio in that the
P/B ratio of a converting thrift will typically result in a discount to book
value whereas in the current market for existing thrifts the P/B ratio often
reflects a premium to book value. Therefore, it is appropriate to also consider
the market for new issues, both at the time of the conversion and in the
aftermarket.

     The market for converting thrift issues has been relatively stable over the
past several quarters, with most converting issues having successful offerings
and reflecting modest price appreciation in initial trading activity. In
general, investor interest in smaller offerings with resulting less liquid
trading markets has been for the most not as strong compared to larger offerings
with more liquid trading markets. Table 4.2 provides data on conversions
competed during the past three months. Two standard conversions, three second
step conversions and three mutual holding company offerings were completed
during the past three months. The full stock conversions were considered to be
more relevant for purposes of our analysis. One of the standard conversions
closed slightly below the midpoint of the offering range, while the other closed
at close to the supermaximum. The average closing pro forma price/tangible book
ratio of these two recent standard conversion offerings equaled 78.1%. On
average, the prices of these two standard offerings reflected price increases of
36.3%, 35.7% and 38.1% after the first day, first week and first month of
trading, respectively, and such prices have increased by an average of 41.2%
through September 1, 2006. Table 4.3 presents trading pricing and ratios for the
four thrifts (two second step conversions and the two standard conversions) that
are publicly traded, all of which trade on NASDAQ. As of September 1, 2006,
these companies were trading at an average price/tangible book value ratio of
113.69% and an average price/core earnings multiple of 29.6 times.


                                  4.15





                                   TABLE 4.2
                 PRICING CHARACTERISTICS AND AFTER-MARKET TRENDS
                  RECENT CONVERSIONS COMPLETED (LAST THREE MONTHS)




                                                        PRE-CONVERSION DATA
                                                   -------------------------------

        INSTITUTIONAL INFORMATION                  FINANCIAL INFO.   ASSET QUALITY       OFFERING INFORMATION
        -------------------------                  ---------------   -------------       --------------------

                             CONVER.                        EQUITY/  NPAs/    RES.    GROSS     (%)     (%) OF  EXP/
INSTITUTION                  DATE       TICKER     ASSETS   ASSETS   ASSETS   COV.    PROC.    OFFERED   MID    PROC.
- -----------                  ----       ------     ------   ------   ------   ----    -----    -------  ------  -----
                                                   ($Mil)    (%)      (%)     (%)     ($Mil)    (%)      (%)    (%)
                                                                                  
STANDARD CONVERSIONS
Chicopee Bancorp, Inc.,* MA  7/20/06  CBNK-NASDAQ  $ 390    11.25%   0.20%    350%    $ 68.9   100%      97%    2.4%
Newport Bancorp, Inc.,* RI   7/7/06   NFSB-NASDAQ  $ 273     6.59%   0.12%    582%    $ 45.2   100%     130%    3.1%

    AVERAGES - STANDARD CONVERSIONS:               $ 332     8.92%   0.16%    466%    $ 57.0   100%     113%    2.7%
    MEDIANS - STANDARD CONVERSIONS:                $ 332     8.92%   0.16%    466%    $ 57.0   100%     113%    2.7%

SECOND STEP CONVERSIONS
Liberty Bancorp, Inc. of MO  7/24/06  LBCP-NASDAQ  $ 258     8.22%   1.48%     89%    $ 28.1    59%     100%    3.8%
First Clover Leaf Fin.
  Corp. of IL                7/11/06  FCLF-NASDAQ  $ 142    26.68%   0.31%     97%    $ 41.7    55%     108%     3.1%
Monadnock Bancorp, Inc.
  of NH                      6/29/06  MNKB-OTCBB   $  78     6.38%   0.46%     89%    $  5.7    55%     115%    11.8%

    AVERAGES - SECOND STEP CONVERSIONS:            $ 159    13.76%   0.75%     92%    $ 25.2    56%     108%     6.2%
    MEDIANS - SECOND STEP CONVERSIONS:             $ 142     8.22%   0.46%     89%    $ 28.1    55%     108%     3.8%

MUTUAL HOLDING COMPANY CONVERSIONS
Roma Financial Corp., NJ     7/12/06  ROMA-NASDAQ  $ 797    17.57%   0.21%     57%    $ 98.2    30%     132%     2.2%
Seneca-Cayuga Bancorp,
  Inc., NY                   7/11/06  SCAY-OTCBB   $ 151     6.69%   0.30%     95%    $ 10.7    45%     132%     6.2%

Northeast Community
  Bncp, Inc.*, NY            7/6/06   NECB-NASDAQ  $ 239    18.19%   0.00%     NM     $ 59.5    45%     132%     2.8%

    AVERAGES - MUTUAL HOLDING COMPANY CONVERSIONS: $ 396    14.15%   0.17%     76%    $ 56.1    40%     132%     3.7%
    MEDIANS - MUTUAL HOLDING COMPANY CONVERSIONS:  $ 239    17.57%   0.21%     76%    $ 59.5    45%     132%     2.8%

    AVERAGES - ALL CONVERSIONS:                    $ 291    12.70%   0.39%    194%     $44.7    61%     118%     4.4%
    MEDIANS - ALL CONVERSIONS:                     $ 249     9.74%   0.26%     95%     $43.5    55%     123%     3.1%




                                                                              INSIDER PURCHASES
                                                                          ---------------------------
                                                    CONTRIBUTION TO
        INSTITUTIONAL INFORMATION                   CHARITABLE FOUND.     % OFF INCL. FDN.
        -------------------------                   ----------------      ----------------
                                                                            BENEFIT PLANS                INITIAL
                             CONVER.                        % OF               RECOG     STK     MGMT &  DIVIDEND
INSTITUTION                  DATE       TICKER      FORM  OFFERING      ESOP   PLANS    OPTION   DIRS.    YIELD
- -----------                  ----       ------      ----  --------      ----   -----    ------   -----   --------
                                                            (%)         (%)     (%)      (%)     (%)(2)    (%)
                                                                              
STANDARD CONVERSIONS
Chicopee Bancorp, Inc.,* MA  7/20/06  CBNK-NASDAQ    S      8.0%        8.0%    4.0%     10.0%   3.1%     0.00%
Newport Bancorp, Inc.,* RI   7/7/06   NFSB-NASDAQ    S      8.0%        8.0%    4.0%     10.0%   5.0%     0.00%

    AVERAGES - STANDARD CONVERSIONS:                N.A.    N.A.        8.0%    4.0%     10.0%   4.1%     0.00%
    MEDIANS - STANDARD CONVERSIONS:                 N.A.    N.A.        8.0%    4.0%     10.0%   4.1%     0.00%

SECOND STEP CONVERSIONS
Liberty Bancorp, Inc. of MO  7/24/06  LBCP-NASDAQ   N.A.    N.A.        2.7%    4.5%      3.9%   3.6%     2.29%

First Clover Leaf Fin.
  Corp. of IL                7/11/06  FCLF-NASDAQ   N.A.    N.A.        0.0%    0.0%      0.0%   4.9%     2.80%
Monadnock Bancorp, Inc.
  of NH                      6/29/06  MNKB-OTCBB    N.A.    N.A.        6.0%    3.8%     10.0%   5.0%     0.00%

    AVERAGES - SECOND STEP CONVERSIONS:             NA      NA          2.9%    2.7%      4.6%   4.5%     1.70%
    MEDIANS - SECOND STEP CONVERSIONS:              NA      NA          2.7%    3.8%      3.9%   4.9%     2.29%

MUTUAL HOLDING COMPANY CONVERSIONS
Roma Financial Corp., NJ     7/12/06  ROMA-NASDAQ   C/S   200K/3.33%    8.0%    6.3%     15.8%   2.7%     0.00%
Seneca-Cayuga Bancorp,
  Inc., NY                   7/11/06  SCAY-OTCBB    N.A.    N.A.        8.7%    4.4%     10.9%  11.7%     0.00%
Northeast Community
  Bncp, Inc.*, NY            7/6/06   NECB-NASDAQ   N.A.    N.A.        8.7%    4.4%     10.9%   1.0%     0.00%

    AVERAGES - MUTUAL HOLDING COMPANY CONVERSIONS:  NA      NA          8.5%    5.0%     12.5%   5.1%     0.00%
    MEDIANS - MUTUAL HOLDING COMPANY CONVERSIONS:   NA      NA          8.7%    4.4%     10.9%   2.7%     0.00%

    AVERAGES - ALL CONVERSIONS:                     NA      NA          6.3%    3.9%      8.9%   4.6%     0.64%
    MEDIANS - ALL CONVERSIONS:                      NA      NA          8.0%    4.2%     10.0%   4.3%     0.00%



                                                                       PRO FORMA DATA
                                                    -------------------------------------------------------
                                                      PRICING RATIOS(3)             FINANCIAL CHARAC.
                                                    --------------------     ------------------------------
                             CONVER.                        CORE             CORE            CORE
INSTITUTION                  DATE       TICKER      P/TB    P/E      P/A     ROA      TE/A    ROE    PRICE
- -----------                  ----       ------      ----    -----   ----     -----    -----   ----   ------
                                                    (%)     (x)     (%)      (%)      (%)     (%)(2)    ($)
                                                                          
STANDARD CONVERSIONS
Chicopee Bancorp, Inc.,* MA  7/20/06  CBNK-NASDAQ   71.3%   41.9x   16.5%     0.4%    23.2%   1.7%   $10.00
Newport Bancorp, Inc.,* RI   7/7/06   NFSB-NASDAQ   85.0%   38.8x   15.6%     0.4%    18.4%   2.2%   $10.00

    AVERAGES - STANDARD CONVERSIONS:                78.1%   40.4x   16.1%     0.4%    20.8%   1.9%   $10.00
    MEDIANS - STANDARD CONVERSIONS:                 78.1%   40.4x   16.1%     0.4%    20.8%   1.9%   $10.00

SECOND STEP CONVERSIONS
Liberty Bancorp, Inc. of MO  7/24/06  LBCP-NASDAQ  101.4%   26.8x   16.8%     0.6%    16.6%   3.8%   $10.00

First Clover Leaf Fin.
  Corp. of IL                7/11/06  FCLF-NASDAQ  109.4%   26.1x   28.5%     1.1%    26.1%   4.2%   $10.00
Monadnock Bancorp, Inc.
  of NH                      6/29/06  MNKB-OTCBB   112.5%  122.3x   12.6%     0.1%    11.2%   0.9%   $ 8.00

    AVERAGES - SECOND STEP CONVERSIONS:            107.7%   58.4x   19.3%     0.6%    17.9%   3.0%   $ 9.33
    MEDIANS - SECOND STEP CONVERSIONS:             109.4%   26.8x   16.8%     0.6%    16.6%   3.8%   $10.00

MUTUAL HOLDING COMPANY CONVERSIONS
Roma Financial Corp., NJ     7/12/06  ROMA-NASDAQ   77.9%   35.9x   30.4%     0.8%    25.2%   3.0%   $10.00
Seneca-Cayuga Bancorp,
  Inc., NY                   7/11/06  SCAY-OTCBB    80.3%   81.2x   13.9%     0.1%    11.5%   0.7%   $10.00
Northeast Community
  Bncp, Inc.*, NY            7/6/06   NECB-NASDAQ   84.1%   40.5x.  37.5%     0.8%    32.2%   2.6%   $10.00

    AVERAGES - MUTUAL HOLDING COMPANY CONVERSIONS:  80.8%   52.5x   27.3%     0.6%    23.0%   2.1%   $10.00
    MEDIANS - MUTUAL HOLDING COMPANY CONVERSIONS:   80.3%   40.5x   30.4%     0.8%    25.2%   2.6%   $10.00

    AVERAGES - ALL CONVERSIONS:                     90.2%   51.7x   21.5%     0.5%    20.5%   2.4%   $ 9.75

    MEDIANS - ALL CONVERSIONS:                      84.5%   39.7x   16.7%     0.5%    20.8%   2.4%   $10.00




                                                                                POST-IPO PRICING TRENDS
                                                   --------------------------------------------------------------------------------

        INSTITUTIONAL INFORMATION                                                    CLOSING PRICE:
        -------------------------                  --------------------------------------------------------------------------------
                                                    FIRST                AFTER                  AFTER
                             CONVER.               TRADING        %      FIRST        %         FIRST       %        THRU      %
INSTITUTION                  DATE       TICKER       DAY       CHANGE    WEEK(4)    CHANGE     MONTH(5)   CHANGE    9/1/05   CHANGE
- -----------                  ----       ------     -------     ------    -------    ------     --------   ------    ------   ------
                                                     ($)         (%)      ($)        (%)         ($)       (%)        ($)     (%)
                                                                                               
STANDARD CONVERSIONS
Chicopee Bancorp, Inc.,* MA  7/20/06  CBNK-NASDAQ   $14.46     44.6%     $14.25     42.5%      $14.52     45.2%      $14.61  46.1%
Newport Bancorp, Inc.,* RI   7/7/06   NFSB-NASDAQ   $12.80     28.0%     $12.88     28.8%      $13.10     31.0%      $13.62  36.2%

    AVERAGES - STANDARD CONVERSIONS:                $13.63     36.3%     $13.57     35.7%      $13.81     38.1%      $14.12  41.2%
    MEDIANS - STANDARD CONVERSIONS:                 $13.63     36.3%     $13.57     35.7%      $13.81     38.1%      $14.12  41.2%

SECOND STEP CONVERSIONS
Liberty Bancorp, Inc. of MO  7/24/06  LBCP-NASDAQ   $10.25      2.5%     $10.10      1.0%      $10.15      1.5%      $10.22   2.2%
First Clover Leaf Fin.
  Corp. of IL                7/11/06  FCLF-NASDAQ   $10.39      3.9%     $10.60      6.0%      $11.12     11.2%      $11.12  11.2%
Monadnock Bancorp, Inc.
  of NH                      6/29/06  MNKB-OTCBB     $8.00      0.0%      $7.60     -5.0%       $6.90    -13.8%       $6.75 -15.6%

    AVERAGES - SECOND STEP CONVERSIONS:              $9.55      2.1%      $9.43      0.7%       $9.39     -0.4%       $9.36  -0.7%
    MEDIANS - SECOND STEP CONVERSIONS:              $10.25      2.5%     $10.10      1.0%      $10.15      1.5%      $10.22   2.2%

MUTUAL HOLDING COMPANY CONVERSIONS
Roma Financial Corp., NJ     7/12/06  ROMA-NASDAQ   $14.10     41.0%     $14.24     42.4%      $14.66     46.6%      $15.23  52.3%
Seneca-Cayuga Bancorp,
  Inc., NY                   7/11/06  SCAY-OTCBB    $10.00      0.0%      $9.60     -4.0%       $9.40     -6.0%       $9.52  -4.8%
Northeast Community
  Bncp, Inc.*, NY            7/6/06   NECB-NASDAQ   $11.00     10.0%     $11.28     12.8%      $11.20     12.0%      $11.35  13.5%

    AVERAGES - MUTUAL HOLDING COMPANY CONVERSIONS:  $11.70     17.0%     $11.71     17.1%      $11.75     17.5%      $12.03  20.3%
    MEDIANS - MUTUAL HOLDING COMPANY CONVERSIONS:   $11.00     10.0%     $11.28     12.8%      $11.20     12.0%      $11.35  13.5%

    AVERAGES - ALL CONVERSIONS:                     $11.38     16.3%     $11.32     15.6%      $11.38     16.0%      $11.55  17.6%
    MEDIANS - ALL CONVERSIONS:                      $10.70      7.0%     $10.94      9.4%      $11.16     11.6%      $11.24  12.4%


Note:  * - Appraisal performed by RP Financial; "NT" - Not Traded; "NA" - Not
Applicable, Not Available; C/S-Cash/Stock.

(1) Non-OTS regulated thrift.
(2) As a percent of MHC offering for MHC transactions.
(3) Does not take into account the adoption of SOP 93-6.
(4) Latest price if offering is less than one week old.
(5) Latest price if offering is more than one week but less than one month old.
(6) Mutual holding company pro forma data on full conversion basis.
(7) Simultaneously completed acquisition of another financial institution.
(8) Simultaneously converted to a commercial bank charter.
(9) Former credit union.

September 1, 2006



                                TABLE GOES HERE




                                       4.17





     C.   THE ACQUISITION MARKET

     Also considered in the valuation was the potential impact on Hampden's
stock price of recently completed and pending acquisitions of other financial
institutions operating in Massachusetts. As shown in Exhibit IV-4, between 2003
through year-to-date 2006, there were 15 mergers involving the acquisition of a
Massachusetts-based savings institution. To the extent that acquisition
speculation may impact the Bank's offering, we have largely taken this into
account in selecting companies for the Peer Group which operate in markets that
have experienced a comparable or more significant level of acquisition activity
as the Bank's market and, thus, are subject to the same type of acquisition
speculation that may influence Hampden's stock. However, since converting
thrifts are subject to a three-year regulatory moratorium from being acquired,
acquisition speculation in Hampden's stock would tend to be less compared to the
stocks of the Peer Group companies.

                             * * * * * * * * * * *

     In determining our valuation adjustment for marketing of the issue, we
considered trends in the overall thrift market, the new issue market and the
local acquisition market for thrift stocks. Taking these factors and trends into
account, RP Financial concluded that no adjustment was appropriate in the
valuation analysis for purposes of marketing of the issue.


     8.   MANAGEMENT

     Hampden's management team appears to have experience and expertise in all
of the key areas of the Bank's operations. Exhibit IV-5 provides summary resumes
of Hampden's Board of Directors and senior management. The financial
characteristics of the Bank suggest that the Board and senior management have
been effective in implementing an operating strategy that can be well managed by
the Bank's present organizational structure. The Bank currently does not have
any senior management positions that are vacant.

     Similarly, the returns, capital positions and other operating measures of
the Peer Group companies are indicative of well-managed financial institutions,
which have Boards and management teams that have been effective in implementing
competitive operating strategies.


                                    4.18



Therefore, on balance, we concluded no valuation adjustment relative to the Peer
Group was appropriate for this factor.

     9.   EFFECT OF GOVERNMENT REGULATION AND REGULATORY REFORM

     As a fully-converted FDIC and Massachusetts-regulated institution, Hampden
will operate in substantially the same regulatory environment as the Peer Group
members -- all of whom are adequately capitalized institutions and are operating
with no apparent restrictions. Exhibit IV-6 reflects the Bank's pro forma
regulatory capital ratios. On balance, no adjustment has been applied for the
effect of government regulation and regulatory reform.

SUMMARY OF ADJUSTMENTS

     Overall, based on the factors discussed above, we concluded that the Bank's
pro forma market value should reflect the following valuation adjustments
relative to the Peer Group:


                                                Table 4.4
                                          Valuation Adjustments
                            Hampden Bancorp, Inc. and the Peer Group Companies



         KEY VALUATION PARAMETERS:                                                 VALUATION ADJUSTMENT
         ------------------------                                                  --------------------
                                                                                
         Financial Condition                                                       No Adjustment
         Profitability, Growth and Viability of Earnings                           Moderate Downward
         Asset Growth                                                              No Adjustment
         Primary Market Area                                                       Slight Downward
         Dividends                                                                 No Adjustment
         Liquidity of the Shares                                                   No Adjustment
         Marketing of the Issue                                                    No Adjustment
         Management                                                                No Adjustment
         Effect of Government Regulations and Regulatory Reform                    No Adjustment


VALUATION APPROACHES

     In applying the accepted valuation methodology promulgated by the OTS and
adopted by the FDIC and the Massachusetts Division of Banks, i.e., the pro forma
market value approach, we considered the three key pricing ratios in valuing
Hampden's to-be-issued stock --


                                4.19



price/earnings ("P/E"), price/book ("P/B"), and price/assets ("P/A") approaches
- -- all performed on a pro forma basis including the effects of the stock
proceeds. In computing the pro forma impact of the conversion and the related
pricing ratios, we have incorporated the valuation parameters disclosed in
Hampden's prospectus for offering expenses, reinvestment rate, effective tax
rate, Foundation and stock benefit plan assumptions (summarized in Exhibits IV-7
and IV-8).

     RP Financial's valuation placed an emphasis on the following:

          -    P/E APPROACH. The P/E approach is generally the best indicator of
               long-term value for a stock. Given the similarities between the
               Bank's and the Peer Group's operating strategies, earnings
               composition and overall financial condition, the P/E approach was
               carefully considered in this valuation. At the same time, since
               reported earnings for both the Bank and the Peer Group included
               certain non-recurring items, we also made adjustments to earnings
               to arrive at core earnings estimates for the Bank and the Peer
               Group and resulting price/core earnings ratios.

          -    P/B APPROACH. P/B ratios have generally served as a useful
               benchmark in the valuation of thrift stocks, particularly in the
               context of a public offering, as the earnings approach involves
               assumptions regarding the use of proceeds. RP Financial
               considered the P/B approach to be a useful indicator of pro forma
               value, taking into account the pricing ratios under the P/E and
               P/A approaches. We have also modified the P/B approach to exclude
               the impact of intangible assets (i.e., price/tangible book value
               or "P/TB"), in that the investment community frequently makes
               this adjustment in its evaluation of this pricing approach.

          -    P/A APPROACH. P/A ratios are generally a less reliable indicator
               of market value, as investors typically assign less weight to
               assets and attribute greater weight to book value and earnings -
               we have also given less weight to the assets approach.
               Furthermore, this approach as set forth in the regulatory
               valuation guidelines does not take into account the amount of
               stock purchases funded by deposit withdrawals, thus understating
               the pro forma P/A ratio. At the same time, the P/A ratio is an
               indicator of franchise value, and, in the case of highly
               capitalized institutions, high P/A ratios may limit the
               investment community's willingness to pay market multiples for
               earnings or book value when ROE is expected to be low.

     The Bank will adopt Statement of Position ("SOP") 93-6, which will cause
earnings per share computations to be based on shares issued and outstanding
excluding unreleased ESOP shares. For purposes of preparing the pro forma
pricing analyses, we have reflected all shares


                                     4.20



issued in the offering, including all ESOP shares, to capture the full dilutive
impact, particularly since the ESOP shares are economically dilutive, receive
dividends and can be voted. However, we did consider the impact of the adoption
of SOP 93-6 in the valuation.

     Based on the application of the three valuation approaches, taking into
consideration the valuation adjustments discussed above and the dilutive impact
of the stock contribution to the Foundation, RP Financial concluded that, as of
September 1, 2006, the pro forma market value of Hampden's conversion stock,
inclusive of the shares issued to the Foundation was $60,112,500 at the
midpoint, equal to 6,011,250 shares at $10.00 per share. Excluding the shares
issued to the Foundation, the size of the offering at the midpoint value is
equal to $57,250,000, or 5,725,000 shares.

     1. PRICE-TO-EARNINGS ("P/E"). The application of the P/E valuation method
requires calculating the Bank's pro forma market value by applying a valuation
P/E multiple to the pro forma earnings base. In applying this technique, we
considered both reported earnings and a recurring earnings base, that is,
earnings adjusted to exclude any one-time non-operating items, plus the
estimated after-tax earnings benefit of the reinvestment of the net proceeds.
The Bank's reported earnings equaled $1,020,000 for the 12 months ended June 30,
2006. In deriving Hampden's estimated core earnings for purposes of the
valuation, the only adjustment made to reported earnings was to eliminate the
expense related to a retirement plan for a former president of the Bank, which
equaled $163,000 on an after-tax basis. As shown below, on a tax-effected basis,
assuming an effective marginal tax rate of 35%, the Bank's core earnings were
determined to equal $1,183,000 for the 12 months ended June 30, 2006. (Note: see
Exhibit IV-9 for the adjustments applied to the Peer Group's earnings in the
calculation of core earnings).

                                           Table 4.5
                                           Hampden Bank
                    Derivation of Core Earnings - 12 Months Ended June 30, 2006



                                                                                               AMOUNT
                                                                                               -------
                                                                                               ($000)
                                                                                            
         Net income                                                                            $1,020
         Addback: Former President Retirement Plan Exp.(1)                                        163
                                                                                               -------
           Core earnings estimate                                                              $1,183


(1)      Tax effected at 35%.


                                        4.21



     Based on Hampden's reported and estimated core earnings and incorporating
the impact of the pro forma assumptions discussed previously, the Bank's pro
forma reported and core P/E multiples at the $60.1 million midpoint value
equaled 35.70 times and 32.55 times, respectively, which provided for premiums
of 79.0% and 59.5% relative to the Peer Group's average reported and core P/E
multiples of 19.94 times and 20.41 times, respectively (see Table 4.6). At the
top of the superrange, the Bank's reported and core P/E multiples equaled 41.62
times and 38.35 times, respectively. In comparison to the Peer Group's average
reported and core P/E multiples, the Bank's P/E multiples at the top of the
superrange reflected premiums of 108.7% and 87.9% on a reported and core
earnings basis, respectively.

     2. PRICE-TO-BOOK ("P/B"). The application of the P/B valuation method
requires calculating the Bank's pro forma market value by applying a valuation
P/B ratio, as derived from the Peer Group's P/B ratio to Hampden's pro forma
book value. Based on the $60.1 million midpoint valuation, Hampden's pro forma
P/B and P/TB ratios both equaled 74.51%. In comparison to the average P/B and
P/TB ratios for the Peer Group of 138.38% and 146.36%, the Bank's ratios
reflected a discount of 46.2% on a P/B basis and a discount of 49.1% on a P/TB
basis. At the top of the superrange, the Bank's P/B and P/TB ratios both equaled
81.99%. In comparison to the Peer Group's average P/B and P/TB ratios, the
Bank's P/B and P/TB ratios at the top of the superrange reflected discounts of
40.8% and 44.0%, respectively. RP Financial considered the discounts under the
P/B approach to be reasonable, in light of the previously referenced valuation
adjustments, the nature of the calculation of the P/B ratio which mathematically
results in a ratio discounted to book value and the resulting premium pricing
ratios indicated under the earnings approach.

     3. PRICE-TO-ASSETS ("P/A"). The P/A valuation methodology determines market
value by applying a valuation P/A ratio to the Bank's pro forma asset base,
conservatively assuming no deposit withdrawals are made to fund stock purchases.
In all likelihood there will be deposit withdrawals, which results in
understating the pro forma P/A ratio which is computed herein. At the midpoint
of the valuation range, Hampden's value equaled 11.60% of pro forma assets.
Comparatively, the Peer Group companies exhibited an average P/A ratio of
14.15%, which implies a discount of 18.0% has been applied to the Bank's pro
forma P/A ratio.


                                    4.22







                              TABLE GOES HERE




                                      4.23




COMPARISON TO RECENT OFFERINGS

     As indicated at the beginning of this chapter, RP Financial's analysis of
recent conversion offering pricing characteristics at closing and in the
aftermarket has been limited to a "technical" analysis and, thus, the pricing
characteristics of recent conversion offerings can not be a primary determinate
of value. Particular focus was placed on the P/TB approach in this analysis,
since the P/E multiples do not reflect the actual impact of reinvestment and the
source of the stock proceeds (i.e., external funds vs. deposit withdrawals). As
discussed previously, there have been two standard conversions completed within
the past three months, which closed their offerings at a average fully-converted
closing P/TB ratio of 78.1%. In comparison to this pro forma closing ratio, the
Bank's P/TB ratio of 74.5% at the midpoint value reflects an implied discount of
4.6%. At the top of the superrange, the Bank's pro forma P/TB ratio of 82.0%
reflected an implied premium of 5.0% relative to the two recent standard
conversions. As of September 1, 2006, these two companies were trading at an
average of $14.12 per share, or a P/TB ratio of 110.0%. Hampden's P/TB ratio of
74.5% at the midpoint value reflected an implied discount of 32.3% relative to
this average ratio for the two recent standard conversions, and at the top of
the superrange the discount narrows to 25.5%.

VALUATION CONCLUSION

     Based on the foregoing, it is our opinion that, as of September 1, 2006,
the estimated aggregate pro forma market value of the shares to be issued
immediately following the conversion, including shares to be issued to the
Foundation, equaled $60,112,500 at the midpoint, equal to 6,011,250 shares
offered at a per share value of $10.00. Pursuant to conversion guidelines, the
15% offering range indicates a minimum value of $51,095,630 and a maximum value
of $69,129,380. Based on the $10.00 per share offering price determined by the
Board, this valuation range equates to total shares outstanding of 5,109,563 at
the minimum and 6,912,938 at the maximum. In the event the appraised value is
subject to an increase, the aggregate pro forma market value may be increased up
to a supermaximum value of $79,498,790 without a resolicitation. Based on the
$10.00 per share offering price, the supermaximum value would result in total
shares outstanding of 7,949,879. Based on this valuation range, and excluding
the shares to be issued to the Foundation, the offering range is as follows:


                                  4.24





$48,662,500 at the minimum, $57,250,000 at the midpoint, $65,837,500 at the
maximum and $75,713,130 at the supermaximum. Based on the $10.00 per share
offering price, the number of offering shares is as follows: 4,866,250 at the
minimum, 5,725,000 at the midpoint, 6,583,750 at the maximum and 7,571,313 at
the supermaximum. The pro forma valuation calculations relative to the Peer
Group are shown in Table 4.6 and are detailed in Exhibit IV-7 and Exhibit
IV-8.

                                    4.25

EX-99.4

                                                                    Exhibit 99.4

                                 GIFT INSTRUMENT

                               CHARITABLE GIFT TO
                       HAMPDEN BANK CHARITABLE FOUNDATION

     Hampden Bancorp, Inc., 19 Harrison Avenue, Springfield, Massachusetts (the
"Company"), desires to make a gift of shares of its common stock (the "Common
Stock") to the Hampden Bank Charitable Foundation (the "Foundation"), a
nonprofit corporation organized under the laws of the State of Delaware. The
purposes of the gift are to support the charitable activities of the Foundation,
to establish a bond between the Company and the communities within which Hampden
Bank maintains a banking office, and to enable the communities to share in the
potential growth and success of the Company and it affiliates over the long
term. To that end, Hampden Bancorp, Inc. now gives, transfers, and delivers to
the Foundation ______shares of its Common Stock, subject to the following
conditions:

     1.   The Foundation shall use the donation solely for charitable purposes,
including community development, in the communities in which Hampden Bank
maintains a banking office, in accordance with the provisions of the
Foundation's Certificate of Incorporation; and

     2.   Consistent with the Company's intent to form a long-term bond between
the Company and the community, the amount of Common Stock that may be sold by
the Foundation in any one year shall not exceed 5% of the market value of the
assets held by the Foundation, except that this restriction shall not prohibit
the board of directors of the Foundation from selling a greater amount of Common
Stock in any one year if the board of directors of the Foundation determines
that the failure to sell a greater amount of the Common Stock held by the
Foundation would: (a) result in a long-term reduction of the value of the
Foundation's assets relative to their then current value that would jeopardize
the Foundation's capacity to carry out its charitable purposes; or (b) otherwise
jeopardize the Foundation's tax-exempt status.

     3.   The Common Stock contributed to the Foundation by the Company shall,
for so long as such shares of Common Stock are held by the Foundation, be
considered by the Company to be voted in the same ratio as all other shares of
Common Stock of the Company which are voted on each and every proposal
considered by stockholders of the Company; provided, however that this voting
restriction shall have no force and effect in the event that such restriction is
waived by the Massachusetts Division of Banks.


Dated:-------------------, 2006           HAMPDEN BANCORP, INC.


                                          By:-------------------------------
                                             Thomas R. Burton
                                             President & Chief Executive Officer