EX-99.4 23 a2172034zex-99_4.txt EXHIBIT 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