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 voted to enter into change in
      control agreements with the individuals listed below for a period of one
      year. The agreements 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 Richard L. DeBonis
    

    
      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 Sheryl L. Shinn
    

    
      Hampden Bancorp, Hampden Bank and Craig W. Kaylor
    

    
      Hampden Bancorp, Hampden Bank and Lynn Stevens Bunce
    

    
      


    


    	
           
        	
          (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
      January 1, 2011 (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 her 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
      one (1) year.  The Board may extend the term of this Agreement for
      successive one (1) year periods at the end of the initial term, in its
      discretion.
    

    
      2.  At-Will Employment.  The Bank and the
      Employee acknowledge that the Employee’s employment is and shall
      continue to be at-will, as defined under Massachusetts law at the time
      of the execution of this Agreement. If the Employee’s employment
      terminates (a) for any reason before a Change in Control (defined
      below), (b) for Cause (defined below) following a Change in Control, (c)
      without Good Reason (defined below) following a Change in Control, or
      (d) as a result of the Employee’s Death or Disability (defined below),
      the Employee shall not be entitled to any payments, benefits, damages,
      awards or compensation other than as provided by this Agreement or as
      may otherwise be available in accordance with the Bank’s established
      employee plans and practices or pursuant to other agreements with the
      Bank.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      3.  Payments in Connection with a Change in Control.
    

    
      (a)       For purposes of this Agreement, a “Change in Control” shall
      mean any of the following events:
    

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

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

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

    
      (4) Sale of Assets. The Bank or the Holding Company sells to a
      third party all or substantially all of its assets.
    

    
      (5) Tender Offer. A tender offer is made for 25% or more of the
      voting securities of the Bank or the Holding Company.
    

    
      (b)       For purposes of this Agreement, “Termination for Cause” shall
      mean termination because of, in the good faith determination of the
      Board, Employee’s:
    

    
      (1) Act of dishonesty, falsification of Bank or Holding Company
      documents, or other intentional misrepresentation related to business
      matters of the Bank or the Holding Company;
    

    
      (2) Incompetence;
    

    
      (3) Willful misconduct or action in bad faith;
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      (4) Breach of fiduciary duty;
    

    
      (5) Failure to substantially perform her 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 her 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 her principal business office
      or her 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”).
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      (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 her
      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 her 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.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      (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 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).
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      (7) Recognition of Good Will. Employee further recognizes and
      acknowledges that in the course of employment she 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 her 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 her 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 her 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 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, her
      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 her 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 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.
    

    
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      SIGNATURES
    

    

    

    
          IN WITNESS WHEREOF, the parties hereto
      have executed this Agreement on _________, 2010.
    

    

    


    	
          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