8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  January 16, 2007

Hampden Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-33144	20-571454
(State or other	(Commission	(IRS Employer
jurisdiction of incorporation)	File Number)	Identification No.)

19 Harrison Avenue, Springfield, Massachusetts 01102

(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code:  (413) 736-1812

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.   Entry Into a Material Definitive Agreements

On January 16, 2007, Hampden LS, Inc. (the “Lender”), a wholly-owned subsidiary of Hampden Bancorp, Inc. (the “Company”) and First Banker’s Trust executed the Hampden Bank Employee Stock Ownership Plan Loan Agreement, Pledge Agreement and Promissory Note.  The Hampden Bank employee stock ownership plan borrowed $6,359,900 from the Lender to fund purchases of 635,990 shares of common stock of the Company in the subscription offering relating to the conversion of Hampden Bancorp, MHC from the mutual to stock form of organization, which represents 8% of the sum of the number of shares of the Company sold in the offering plus the number of shares contributed to the Hampden Bank Charitable Foundation.  The loan from the Lender to the employee stock ownership plan will be repaid principally from Hampden Bank (the “Bank”) contributions to the employee stock ownership plan over the loan period of 15 years and the collateral for the loan is the stock purchased by the employee stock ownership plan. The interest rate for the employee stock ownership plan loan is 8.25%, the prime rate as published in The Wall Street Journal on the closing date of the conversion.  The material terms of the Hampden Bank Employee Stock Ownership Plan Loan Agreement, Pledge Agreement and Promissory Note were previously disclosed in Bancorp’s Registration Statement on Form S-1 (File No. 333-137359) (the “Registration Statement”.)  The agreements with the Lender and the Bank are filed as Exhibits 10.2.1, 10.2.2 and 10.2.3 hereto.

On January 16, 2007, the Company and the Bank each executed three-year employment agreements with both Thomas R. Burton, President and Chief Executive Officer of the Company and the Bank, and Glenn S. Welch, Executive Vice President of the Company and the Bank. The material terms of the Bank and the Company employment agreements were previously disclosed in the Company’s Registration Statement.  The agreements with the Company and the Bank are filed as Exhibits 10.5.1 and 10.5.2 hereto.

Also, on January 16, 2007, the Company and the Bank executed change in control agreements between the Company, the Bank and eleven of our senior officers. The change in control agreements provide that an event shall be deemed to have occurred in connection with a change in control if such event occurs within two years after a change in control. The material terms of the Company and Bank change in control agreements were previously disclosed in the Registration Statement.  The form of change in control agreement is filed as Exhibit 10.6 hereto.

Item 8.01.Other Events

On January 16, 2007, the Company announced that it had received final regulatory approval to complete, and it has completed, the conversion of the holding company structure of Hampden Bank from the mutual to the stock form of organization and the related common stock offering by the Company.  For more information, reference is made to the Company’s press release dated January 16, 2007, a copy of which is attached to this report as Exhibit 99.1 and is incorporated herein by reference.

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Item 9.01.Financial Statements and Exhibits.

(d)           The following exhibits are filed with this report:

Exhibit Number	Description
10.2.1	Hampden Bank Employee Stock Ownership Plan Loan Agreement
10.2.2	Pledge Agreement
10.2.3	Promissory Note
10.5.1	Employment Agreement between Hampden Bank and Thomas R. Burton
10.5.2	Employment Agreement between Hampden Bank and Glenn S. Welch
10.6	Form of Hampden Bank Change in Control Agreement
99.1	Press Release dated January 16, 2006

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Hampden Bancorp, Inc.
	(Registrant)
Date: January 19, 2007	By:	/s/ Thomas R. Burton
		Thomas R. Burton
		President and Chief Executive Officer

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EXHIBIT INDEX

Exhibit Number	Description
10.2.1	Hampden Bank Employee Stock Ownership Plan Loan Agreement
10.2.2	Pledge Agreement
10.2.3	Promissory Note
10.5.1	Employment Agreement between Hampden Bank and Thomas R. Burton
10.5.2	Employment Agreement between Hampden Bank and Glenn S. Welch
10.6	Form of Hampden Bank Change in Control Agreement
99.1	Press Release dated January 16, 2006

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EX-10.2.1

Exhibit 10.2.1

LOAN AGREEMENT

THIS LOAN AGREEMENT (“Loan Agreement”) is made and entered into as of the 16th day of January, 2007, by and between First Bankers Trust Services, Inc., 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 Hampden LS, Inc. (“Lender”), a corporation organized and existing under the laws of Delaware.

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 8% 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 635,990 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 effected. 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

(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 eight and one-quarter percent (8.25%) 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.

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 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, whether written or oral. 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 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 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, 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 or be inconsistent with safe and sound banking practices.

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 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.

ARTICLE VI

Miscellaneous Provisions

Section 6.1 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 6.2 Survival.

All agreements, representations and warranties made herein shall survive the delivery of this Loan Agreement and the Promissory Note.

Section 6.3 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 understanding between the Lender and the Borrower and supersedes all prior agreements and understandings relating to the subject matter hereof.

Section 6.4 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 6.5 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 6.6 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:

First Bankers Trust Services, Inc., Trustee
Hampden Bank Employee Stock
 Ownership Plan and Trust
2321 Kochs Lane
P.O. Box 4005
Quincy, IL  62305-4005

(b) If to the Lender:

Hampden LS, Inc.
19 Harrison Avenue
Springfield, MA 01103-2048
Attn: Robert A. Massey

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 6.7 Counterparts.

This Loan Agreement may be signed in any number of counterparts which, when taken together, shall constitute one and the same document.

Section 6.8 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 6.9 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.

Section 6.10 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:	/s/ Linda Shultz
	Trustee
Hampden LS, Inc.
By:	/s/ Thomas R. Burton

Exhibit 10.2.2

PLEDGE AGREEMENT

THIS PLEDGE AGREEMENT (“Pledge Agreement”) is made as of the 16th day of January 2007, by and between First Bankers Trust Services, Inc., 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 Hampden LS, Inc., a corporation organized and existing under the laws of Delaware (“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 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 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:

Hampden LS, Inc.
19 Harrison Avenue
Springfield, MA 01103-2048
Attn: Robert A. Massey

(b) If to the Pledgor:

First Bankers Trust Services, Inc., Trustee
Hampden Bank Employee Stock
Ownership Plan and Trust
2321 Kochs Lane
P.O. Box 4005
Quincy, IL  62305-4005

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:	/s/ Linda Shultz
	Trustee
Hampden LS, Inc. (Pledgee)
By:	/s/ Thomas R. Burton

Exhibit 10.2.3

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 LS, Inc. (the “Lender”) up to $6,359,900 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 fifteen (15) annual installments of principal and interest accordance with Schedule I.

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 and 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:	/s/ Linda Shultz

Schedule I
Hampden Bancorp, Inc.
Employee Stock Ownership Plan

LOAN AMORTIZATION SCHEDULE

Date of Loan Closing	Annual Payments		Amount of Loan		Interest Rate (Wall Street Prime 1/13/07)	Term of Loan (in years)	# of Shares Released
1/16/2007	$	752,161.21	$	6,359,900.00	8.25%	15

Payment Dates	Total Payment		Interest		Principal		Balance
12/31/2007	$	752,161.21	$	501,691.56	$	250,469.65	$	6,109,430.35	42,399.33
12/31/2008	$	752,161.21	$	505,408.90	$	246,752.31	$	5,862,678.04	42,399.33
12/31/2009	$	752,161.21	$	483,670.94	$	268,490.27	$	5,594,187.77	42,399.33
12/31/2010	$	752,161.21	$	461,520.49	$	290,640.72	$	5,303,547.05	42,399.33
12/31/2011	$	752,161.21	$	437,542.63	$	314,618.58	$	4,988,928.47	42,399.33
12/31/2012	$	752,161.21	$	412,714.23	$	339,446.98	$	4,649,481.49	42,399.33
12/31/2013	$	752,161.21	$	383,582.22	$	368,578.99	$	4,280,902.50	42,399.33
12/31/2014	$	752,161.21	$	353,174.46	$	398,986.75	$	3,881,915.75	42,399.33
12/31/2015	$	752,161.21	$	320,258.05	$	431,903.16	$	3,450,012.59	42,399.33
12/31/2016	$	752,161.21	$	285,405.84	$	466,755.37	$	2,983,257.22	42,399.33
12/31/2017	$	752,161.21	$	246,118.72	$	506,042.49	$	2,477,214.73	42,399.33
12/31/2018	$	752,161.21	$	204,370.22	$	547,790.99	$	1,929,423.74	42,399.33
12/31/2019	$	752,161.21	$	159,177.46	$	592,983.75	$	1,336,439.99	42,399.33
12/31/2020	$	752,161.21	$	110,558.37	$	641,602.84	$	694,837.15	42,399.33
12/31/2021	$	752,161.21	$	57,324.06	$	694,837.15	$0.00		42,399.33
					Total Shares Released				635,990.00

EX-10.5.1

Exhibit 10.5.1

EMPLOYMENT AGREEMENT

THIS AGREEMENT (the “Agreement”) made this 16th day of January, 2007, 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

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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 $250,000 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 five (5) 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

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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

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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”).

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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;

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(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.

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(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

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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

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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

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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.

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(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.

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(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.

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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.

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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,

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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.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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SIGNATURES

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on January 16, 2007.

ATTEST:	HAMPDEN BANK
/s/ Donald Dupré	By:	/s/ Robert A. Massey
Corporate Secretary	For the Entire Board of Directors
ATTEST:	HAMPDEN BANCORP, INC.
/s/ Donald Dupré	By:	/s/ Robert A. Massey
Corporate Secretary	For the Entire Board of Directors
WITNESS:	EXECUTIVE:
/s/ Donald Dupré	/s/ Thomas R. Burton
Corporate Secretary	Thomas R. Burton

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EX-10.5.2

Exhibit 10.5.2

EMPLOYMENT AGREEMENT

THIS AGREEMENT (the “Agreement”) made this 16th day of January, 2007, 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 Executive Vice President 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

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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 $160,000 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

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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;

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(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

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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

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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.

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(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

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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

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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

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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

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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

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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

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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

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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.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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SIGNATURES

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on January 16, 2007.

ATTEST:	HAMPDEN BANK
/s/ Donald Dupré	By:	/s/ Thomas R. Burton

Corporate Secretary	For the Entire Board of Directors
ATTEST:	HAMPDEN BANCORP, INC.
/s/ Donald Dupré	By:	/s/ Thomas R. Burton
Corporate Secretary	For the Entire Board of Directors
WITNESS:	EXECUTIVE:
/s/ Donald Dupré	/s/ Glenn S. Welch
Corporate Secretary	Glenn S. Welch

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EX-10.6

Exhibit 10.6

Exhibit 10.6: Form of Change In Control Agreement between Hampden Bank, Hampden Bancorp, Inc. and the individuals listed below

Hampden Bancorp, Inc. and Hampden Bank entered into change in control agreements with the individuals listed below, which are substantially identical in all material respects (except as noted below) as the attached Form of Change in Control Agreement.

Parties to Change In Control Agreement:

Hampden Bancorp, Hampden Bank and Donald F. Anderson

Hampden Bancorp, Hampden Bank and Lynn S. Bunce

Hampden Bancorp, Hampden Bank and Richard L. DeBonis

Hampden Bancorp, Hampden Bank and Michael L. Grandfield

Hampden Bancorp, Hampden Bank and Craig W. Kaylor

Hampden Bancorp, Hampden Bank and William D. Marsh, III

Hampden Bancorp, Hampden Bank and Robert A. Massey

Hampden Bancorp, Hampden Bank and Robert J. Michel (1)

Hampden Bancorp, Hampden Bank and Nancy D. Mirken

Hampden Bancorp, Hampden Bank and Paul M. Mitus

Hampden Bancorp, Hampden Bank and Sheryl L. Shinn

(1) Mr. Michel’s Change In Control Agreement is substantially identical to Exhibit 10.6 except as to the lump-sum cash payment upon termination, which is equal to two (2) times the Employee’s average “Annual Compensation” over the five most recently completed calendar years.

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.

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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;

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(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”).

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(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.

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(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

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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).

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(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

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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

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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.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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SIGNATURES

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on           , 2007.

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

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EX-99.1

Exhibit 99.1

For Immediate Release

Date:	January 16, 2007
Contact:	Robert A. Massey
	Senior Vice President and Treasurer
Phone:	413-452-5150
Email:	rmassey@hampdenbank.com

HAMPDEN BANCORP, INC. ANNOUNCES COMPLETION OF STOCK OFFERING AND CONVERSION

Springfield, Massachusetts, January 16, 2007 - Hampden Bancorp, Inc., the holding company for Hampden Bank, announced that it received regulatory approval to complete, and has completed, the conversion of the holding company structure of Hampden Bank from mutual to stock form and the related stock offering at the maximum offering amount, as adjusted. In completing the conversion and stock offering, Hampden Bancorp, Inc. sold 7,571,313 shares of common stock to eligible account holders of Hampden Bank and to the Hampden Bank Employee Stock Ownership Plan at a price of $10.00 per share.  The offering was oversubscribed by Hampden Bank depositors as of April 30, 2005, the first priority category.  As a result, 6,935,323 shares will be allocated to them based on their deposits as of April 30, 2005 and the Hampden Bank Employee Stock Ownership Plan will be allocated 635,990 shares as provided in the Amended and Restated Plan of Conversion.  The offering, which expired December 22, 2006, was managed by Keefe, Bruyette & Woods, Inc.

Additionally, as part of the conversion, Hampden Bancorp, Inc. will contribute 378,566 shares ($3.8 million value based on the $10.00 offering price) to establish the Hampden Bank Charitable Foundation, a new charitable foundation that will make grants in markets in which Hampden Bank has offices.  After the conversion and offering, Hampden Bancorp will have 7,949,879 shares outstanding.

Thomas R. Burton, President of Hampden Bancorp, Inc. and  Hampden Bank, stated, “We are thrilled at the level of support given to this offering by our depositors.  The confidence depositors have demonstrated through their investment is truly inspiring.”  He added, “The financial strength and resources provided by the offering and a more flexible corporate structure will significantly enhance our ability to execute on our growth strategies.”

Shares of Hampden Bancorp, Inc.’s common stock are expected to begin trading on Wednesday, January 17, 2007 on the NASDAQ Global Market under the symbol “HBNK.”

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Boston, MA, served as special counsel to the Company for the conversion and the stock offering.  Nutter, McClennen & Fish LLP served as special counsel to Keefe, Bruyette & Woods, Inc.

Established in 1852, Hampden Bank is a full service community bank serving the families and businesses in and around Hampden County.  The bank currently has seven branch office locations in Springfield, Agawam, Longmeadow, West Springfield and Wilbraham, including our newest office at Tower Square in downtown Springfield.  Hampden Bank offers customers the latest in Internet banking, including on-line banking and bill payment services.  Additionally, Hampden Financial, created through a strategic alliance with MassMutual and The Novak Charter Oak Financial Group, offers clients a full array of insurance and financial products and services at all Hampden Bank locations.

This release contains certain “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.   Forward-looking statements may be identified by the use of such words as “believe,” “expect,” “anticipate,” “should,” “planned,” “estimated,” “intend” and “potential.”  Forward-looking statements are subject to various factors which could cause actual results to differ materially from these estimates.  These factors include, but are not limited to, general economic and market conditions, legislative and regulatory conditions, changes in interest rates that adversely affect Hampden Banks’ interest rate spread, changes in deposit flows, loan demand or real estate values and other economic, governmental, competitive, regulatory and technological factors that may affect Hampden Bancorp’s operations.

THIS RELEASE IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY COMMON STOCK.  THE OFFER IS MADE ONLY BY THE PROSPECTUS.

THE SHARES OF COMMON STOCK ARE NOT DEPOSITS OR SAVINGS ACCOUNTS, MAY LOSE VALUE AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR THE DEPOSITORS INSURANCE FUND.