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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-Q



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(Mark One)

|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------



| | For the quarterly period ended June 30, 2004
| | --------------------------------------------



or



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



| | For the transition period from  to
| | ----------------------------------



Commission File Number 1-14671



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WORONOCO BANCORP, INC.

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 04-3444269                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



|                                          |  |           
|----------------------------------------- |  | ----------
|31 Court Street, Westfield, Massachusetts |  | 01085     
|(Address of principal executive offices)  |  | (Zip Code)



(413) 568-9141

(Registrants telephone number, including area code)



Not Applicable

(Former name, former address and former fiscal year, if changed since last report)



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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.    Yes  x    No ̈



Indicate by check mark whether the registrant is an
accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    Yes  x    No ̈



As of July 30, 2004, there were 3,676,076 shares of the Registrants Common Stock outstanding.



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WORONOCO BANCORP, INC.

FORM 10-Q



INDEX



|           |  |                                                                                                            |  |     
|---------- |  | ---------------------------------------------------------------------------------------------------------- |  | ----
|           |  |                                                                                                            |  | Page
|PART I.    |  | FINANCIAL INFORMATION                                                                                      |  |     
|           |  |                                                                                                           
|Item 1.    |  | Financial Statements (unaudited)                                                                           |  |     
|           |  |                                                                                                           
|           |  | Consolidated Balance Sheets at June 30, 2004 and December 31, 2003.                                        |  | 1   
|           |  |                                                                                                           
|           |  | Consolidated Income Statements for the Three and Six Months Ended June 30, 2004 and 2003                   |  | 2   
|           |  |                                                                                                           
|           |  | Consolidated Statements of Changes in Stockholders Equity for the Six Months Ended June 30, 2004 and 2003 |  | 3   
|           |  |                                                                                                           
|           |  | Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2004 and 2003                      |  | 4   
|           |  |                                                                                                           
|           |  | Notes to Unaudited Consolidated Financial Statements                                                       |  | 5   
|           |  |                                                                                                           
|Item 2.    |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                      |  | 8   
|           |  |                                                                                                           
|Item 3.    |  | Quantitative and Qualitative Disclosures About Market Risk                                                 |  | 29  
|           |  |                                                                                                           
|Item 4.    |  | Controls and Procedures                                                                                    |  | 29  
|           |  |                                                                                                           
|PART II:   |  | OTHER INFORMATION                                                                                          |  |     
|           |  |                                                                                                           
|Item 1.    |  | Legal Proceedings                                                                                          |  | 30  
|Item 2.    |  | Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities                           |  | 30  
|Item 3.    |  | Defaults Upon Senior Securities                                                                            |  | 30  
|Item 4.    |  | Submission of Matters to a Vote of Security Holders                                                        |  | 31  
|Item 5.    |  | Other Information                                                                                          |  | 31  
|Item 6.    |  | Exhibits and Reports on Form 8-K                                                                           |  | 32  
|           | 
|SIGNATURES |  | 33                                                                                                        



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PART I. FINANCIAL INFORMATION



Item 1. Financial Statements (unaudited)



WORONOCO BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Dollars In Thousands)



|                                                                                                                                                                        |  |                         |         |   |                   |   |         |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------- | ------- | - | ----------------- | - | ------- | -
|                                                                                                                                                                        |  | Unaudited June 30, 2004 |         |   | December 31, 2003 |  
|Assets                                                                                                                                                                  |  |                         |         |   |                   |   |         |  
|Cash and due from banks                                                                                                                                                 |  | $                       | 18,704  |   |                   | $ | 18,110  |  
|Interest-bearing deposits                                                                                                                                               |  |                         | 1,047   |   |                   |   | 1,069   |  
|Federal funds sold                                                                                                                                                      |  |                         | 3,725   |   |                   |   | 7,115   |  
|                                                                                                                                                                        |  |                         |         |   |                   |   |         |  
|Cash and cash equivalents                                                                                                                                               |  |                         | 23,476  |   |                   |   | 26,294  |  
|                                                                                                                                                                        |  |                        
|Securities available for sale, at fair value                                                                                                                            |  |                         | 235,959 |   |                   |   | 233,376 |  
|Federal Home Loan Bank stock, at cost                                                                                                                                   |  |                         | 17,091  |   |                   |   | 15,373  |  
|Loans, net of allowance for loan losses ($3,511 at June 30, 2004 and $3,280 at December 31, 2003)                                                                       |  |                         | 579,767 |   |                   |   | 497,962 |  
|Other real estate owned, net                                                                                                                                            |  |                         | 55      |   |                   |   |        |  
|Premises and equipment, net                                                                                                                                             |  |                         | 9,940   |   |                   |   | 10,131  |  
|Accrued interest receivable                                                                                                                                             |  |                         | 3,211   |   |                   |   | 3,156   |  
|Goodwill and other intangible assets, net                                                                                                                               |  |                         | 1,810   |   |                   |   | 1,835   |  
|Cash surrender value of life insurance                                                                                                                                  |  |                         | 6,263   |   |                   |   | 6,143   |  
|Net deferred tax asset                                                                                                                                                  |  |                         | 888     |   |                   |   |        |  
|Other assets                                                                                                                                                            |  |                         | 3,605   |   |                   |   | 1,782   |  
|                                                                                                                                                                        |  |                         |         |   |                   |   |         |  
|Total assets                                                                                                                                                            |  | $                       | 882,065 |   |                   | $ | 796,052 |  
|                                                                                                                                                                        |  |                         |         |   |                   |   |         |  
|Liabilities and Stockholders Equity                                                                                                                                    |  |                         |         |   |                   |   |         |  
|                                                                                                                                                                        |  |                        
|Deposits                                                                                                                                                                |  | $                       | 447,175 |   |                   | $ | 419,473 |  
|Mortgagors escrow accounts                                                                                                                                             |  |                         | 1,627   |   |                   |   | 1,825   |  
|Short-term borrowings                                                                                                                                                   |  |                         | 77,057  |   |                   |   | 42,466  |  
|Long-term debt                                                                                                                                                          |  |                         | 266,733 |   |                   |   | 248,598 |  
|Net deferred tax liability                                                                                                                                              |  |                         |        |   |                   |   | 551     |  
|Accrued expenses and other liabilities                                                                                                                                  |  |                         | 10,761  |   |                   |   | 4,396   |  
|                                                                                                                                                                        |  |                         |         |   |                   |   |         |  
|Total liabilities                                                                                                                                                       |  |                         | 803,353 |   |                   |   | 717,309 |  
|                                                                                                                                                                        |  |                         |         |   |                   |   |         |  
|Commitments and contingencies                                                                                                                                           |  |                         |         |   |                   |   |         |  
|                                                                                                                                                                        |  |                        
|Stockholders Equity:                                                                                                                                                   |  |                         |         |   |                   |   |         |  
|Preferred stock ($.01 par value; 2,000,000 shares authorized; no shares issued and outstanding)                                                                         |  |                         |        |   |                   |   |        |  
|Common stock ($.01 par value; 16,000,000 shares authorized; 5,998,860 shares issued; shares outstanding: 3,672,804 at June 30, 2004 and
3,631,974 at December 31, 2003) |  |                         | 60      |   |                   |   | 60      |  
|Additional paid-in capital                                                                                                                                              |  |                         | 61,363  |   |                   |   | 60,337  |  
|Unearned compensation                                                                                                                                                   |  |                         | (4,189  | ) |                   |   | (3,087  | )
|Shares issuable under stock awards plan                                                                                                                                 |  |                         | 1,560   |   |                   |   |        |  
|Retained earnings                                                                                                                                                       |  |                         | 49,619  |   |                   |   | 48,365  |  
|Accumulated other comprehensive income                                                                                                                                  |  |                         | 1,174   |   |                   |   | 3,731   |  
|Treasury stock, at cost (2,326,056 shares at June 30, 2004 and 2,366,886 shares at December 31, 2003)                                                                   |  |                         | (30,875 | ) |                   |   | (30,663 | )
|                                                                                                                                                                        |  |                         |         |   |                   |   |         |  
|Total stockholders equity                                                                                                                                              |  |                         | 78,712  |   |                   |   | 78,743  |  
|                                                                                                                                                                        |  |                         |         |   |                   |   |         |  
|Total liabilities and stockholders equity                                                                                                                              |  | $                       | 882,065 |   |                   | $ | 796,052 |  
|                                                                                                                                                                        |  |                         |         |   |                   |   |         |  



See accompanying notes to unaudited
consolidated financial statements



1



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WORONOCO BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED INCOME STATEMENTS

(In Thousands Except Per Share Amounts)



|                                                                  |  |                                       |           |      |                                     |           |      |  |      |           |  |   |           |  
|----------------------------------------------------------------- |  | ------------------------------------- | --------- | ---- | ----------------------------------- | --------- | ---- |  | ---- | --------- |  | - | --------- | -
|                                                                  |  | Unaudited Three Months Ended June 30, |           |      | Unaudited Six Months Ended June 30, |          
|                                                                  |  | 2004                                  |           | 2003 |                                     |           | 2004 |  | 2003 |          
|Interest and dividend income:                                     |  |                                       |           |      |                                     |           |      |  |      |           |  |   |           |  
|Loans, including fees                                             |  | $                                     | 7,181     |      | $                                   | 7,229     |      |  | $    | 14,174    |  | $ | 14,597    |  
|Interest and dividends on securities:                             |  |                                       |           |      |                                     |           |      |  |      |           |  |   |           |  
|Taxable interest                                                  |  |                                       | 1,908     |      |                                     | 1,659     |      |  |      | 3,895     |  |   | 3,363     |  
|Tax exempt interest                                               |  |                                       | 247       |      |                                     | 241       |      |  |      | 494       |  |   | 488       |  
|Dividends                                                         |  |                                       | 499       |      |                                     | 427       |      |  |      | 1,013     |  |   | 940       |  
|Trading account securities                                        |  |                                       |          |      |                                     | 143       |      |  |      |          |  |   | 333       |  
|Federal funds sold                                                |  |                                       | 2         |      |                                     | 20        |      |  |      | 6         |  |   | 33        |  
|Other                                                             |  |                                       | 2         |      |                                     | 5         |      |  |      | 3         |  |   | 7         |  
|                                                                  |  |                                       |           |      |                                     |           |      |  |      |           |  |   |           |  
|Total interest and dividend income                                |  |                                       | 9,839     |      |                                     | 9,724     |      |  |      | 19,585    |  |   | 19,761    |  
|                                                                  |  |                                       |           |      |                                     |           |      |  |      |           |  |   |           |  
|Interest expense:                                                 |  |                                       |           |      |                                     |           |      |  |      |           |  |   |           |  
|Deposits                                                          |  |                                       | 1,582     |      |                                     | 1,794     |      |  |      | 3,114     |  |   | 3,489     |  
|Borrowings                                                        |  |                                       | 3,189     |      |                                     | 3,117     |      |  |      | 6,241     |  |   | 6,170     |  
|                                                                  |  |                                       |           |      |                                     |           |      |  |      |           |  |   |           |  
|Total interest expense                                            |  |                                       | 4,771     |      |                                     | 4,911     |      |  |      | 9,355     |  |   | 9,659     |  
|                                                                  |  |                                       |           |      |                                     |           |      |  |      |           |  |   |           |  
|Net interest and dividend income                                  |  |                                       | 5,068     |      |                                     | 4,813     |      |  |      | 10,230    |  |   | 10,102    |  
|Provision for loan losses                                         |  |                                       | 47        |      |                                     | 76        |      |  |      | 197       |  |   | 76        |  
|                                                                  |  |                                       |           |      |                                     |           |      |  |      |           |  |   |           |  
|Net interest and dividend income, after provision for loan losses |  |                                       | 5,021     |      |                                     | 4,737     |      |  |      | 10,033    |  |   | 10,026    |  
|                                                                  |  |                                       |           |      |                                     |           |      |  |      |           |  |   |           |  
|Non-interest income:                                              |  |                                       |           |      |                                     |           |      |  |      |           |  |   |           |  
|Fee income                                                        |  |                                       | 1,085     |      |                                     | 793       |      |  |      | 2,125     |  |   | 1,548     |  
|Insurance commissions                                             |  |                                       | 369       |      |                                     | 292       |      |  |      | 792       |  |   | 655       |  
|Gain on sales of securities available for sale, net               |  |                                       |          |      |                                     | 11        |      |  |      |          |  |   | 415       |  
|Net gain on trading account activities                            |  |                                       |          |      |                                     | 1,194     |      |  |      |          |  |   | 630       |  
|Gain on sales of loans, net                                       |  |                                       |          |      |                                     | 382       |      |  |      | 80        |  |   | 785       |  
|Gain on sale of supermarket branch                                |  |                                       |          |      |                                     |          |      |  |      |          |  |   | 183       |  
|Penalty for prepayment of FHLB advances                           |  |                                       |          |      |                                     |          |      |  |      |          |  |   | (539      | )
|Loss on derivative instruments and hedging activities             |  |                                       |          |      |                                     | (5        | )    |  |      |          |  |   |          |  
|Other income                                                      |  |                                       | 60        |      |                                     | 13        |      |  |      | 130       |  |   | 19        |  
|                                                                  |  |                                       |           |      |                                     |           |      |  |      |           |  |   |           |  
|Total non-interest income                                         |  |                                       | 1,514     |      |                                     | 2,680     |      |  |      | 3,127     |  |   | 3,696     |  
|                                                                  |  |                                       |           |      |                                     |           |      |  |      |           |  |   |           |  
|Non-interest expenses:                                            |  |                                       |           |      |                                     |           |      |  |      |           |  |   |           |  
|Salaries and employee benefits                                    |  |                                       | 2,711     |      |                                     | 2,449     |      |  |      | 5,495     |  |   | 4,924     |  
|Occupancy and equipment                                           |  |                                       | 523       |      |                                     | 473       |      |  |      | 1,068     |  |   | 1,026     |  
|Marketing                                                         |  |                                       | 144       |      |                                     | 220       |      |  |      | 224       |  |   | 373       |  
|Professional services                                             |  |                                       | 259       |      |                                     | 370       |      |  |      | 530       |  |   | 761       |  
|Data processing                                                   |  |                                       | 259       |      |                                     | 259       |      |  |      | 529       |  |   | 516       |  
|Other general and administrative                                  |  |                                       | 713       |      |                                     | 662       |      |  |      | 1,347     |  |   | 1,363     |  
|                                                                  |  |                                       |           |      |                                     |           |      |  |      |           |  |   |           |  
|Total non-interest expenses                                       |  |                                       | 4,609     |      |                                     | 4,433     |      |  |      | 9,193     |  |   | 8,963     |  
|                                                                  |  |                                       |           |      |                                     |           |      |  |      |           |  |   |           |  
|Income before income taxes                                        |  |                                       | 1,926     |      |                                     | 2,984     |      |  |      | 3,967     |  |   | 4,759     |  
|Provision for income taxes                                        |  |                                       | 562       |      |                                     | 866       |      |  |      | 1,170     |  |   | 1,359     |  
|                                                                  |  |                                       |           |      |                                     |           |      |  |      |           |  |   |           |  
|Net income                                                        |  | $                                     | 1,364     |      | $                                   | 2,118     |      |  | $    | 2,797     |  | $ | 3,400     |  
|                                                                  |  |                                       |           |      |                                     |           |      |  |      |           |  |   |           |  
|Earnings per share:                                               |  |                                       |           |      |                                     |           |      |  |      |           |  |   |           |  
|Basic                                                             |  | $                                     | 0.40      |      | $                                   | 0.64      |      |  | $    | 0.82      |  | $ | 1.03      |  
|Diluted                                                           |  | $                                     | 0.38      |      | $                                   | 0.59      |      |  | $    | 0.77      |  | $ | 0.96      |  
|                                                                  |  |                                       |           |     
|Weighted average shares outstanding:                              |  |                                       |           |      |                                     |           |      |  |      |           |  |   |           |  
|Basic                                                             |  |                                       | 3,416,986 |      |                                     | 3,318,293 |      |  |      | 3,403,635 |  |   | 3,307,455 |  
|Diluted                                                           |  |                                       | 3,615,752 |      |                                     | 3,565,859 |      |  |      | 3,610,822 |  |   | 3,537,778 |  



See accompanying notes to unaudited
consolidated financial statements



2



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WORONOCO BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY

Six Months Ended June 30, 2004 and 2003

(Dollars In Thousands)

(Unaudited)



|                                                                                          |  |              |    |                            |   |                       |  |   |                                         |   |                   |   |       |                                        |   |        |                |  |   |        |   |  |   |         |   |  |   |        |  
|----------------------------------------------------------------------------------------- |  | ------------ | -- | -------------------------- | - | --------------------- |  | - | --------------------------------------- | - | ----------------- | - | ----- | -------------------------------------- | - | ------ | -------------- |  | - | ------ | - |  | - | ------- | - |  | - | ------ | -
|                                                                                          |  | Common Stock |    | Additional Paid-in Capital |   | Unearned Compensation |  |   | Shares Issuable Under Stock Awards Plan |   | Retained Earnings |   |       | Accumulated Other Comprehensive Income |   |        | Treasury Stock |  |   | Total  |  
|Balance at December 31, 2003                                                              |  | $            | 60 |                            | $ | 60,337                |  | $ | (3,087                                  | ) |                   | $ |      |                                        | $ | 48,365 |                |  | $ | 3,731  |   |  | $ | (30,663 | ) |  | $ | 78,743 |  
|                                                                                          |  |              |    |                            |   |                       |  |   |                                         |   |                   |   |       |                                        |   |        |                |  |   |        |   |  |   |         |   |  |   |        |  
|Comprehensive income:                                                                     |  |              |    |                            |   |                       |  |   |                                         |   |                   |   |       |                                        |   |        |                |  |   |        |   |  |   |         |   |  |   |        |  
|Net income                                                                                |  |              |   |                            |   |                      |  |   |                                        |   |                   |   |      |                                        |   | 2,797  |                |  |   |       |   |  |   |        |   |  |   | 2,797  |  
|Change in net unrealized gain on securities available for sale                            |  |              |   |                            |   |                      |  |   |                                        |   |                   |   |      |                                        |   |       |                |  |   | (2,474 | ) |  |   |        |   |  |   | (2,474 | )
|Net loss on derivative instruments                                                        |  |              |   |                            |   |                      |  |   |                                        |   |                   |   |      |                                        |   |       |                |  |   | (83    | ) |  |   |        |   |  |   | (83    | )
|                                                                                          |  |              |    |                            |   |                       |  |   |                                         |   |                   |   |       |                                        |   |        |                |  |   |        |   |  |   |         |   |  |   |        |  
|Total comprehensive income                                                                |  |              |    |                            |   |                       |  |   |                                         |   |                   |   |       |                                        |   |        |                |  |   |        |   |  |   |         |   |  |   | 240    |  
|                                                                                          |  |              |    |                            |   |                       |  |   |                                         |   |                   |   |       |                                        |   |        |                |  |   |        |   |  |   |         |   |  |   |        |  
|Decrease in unearned compensation                                                         |  |              |   |                            |   | 514                   |  |   | 458                                     |   |                   |   |      |                                        |   |       |                |  |   |       |   |  |   |        |   |  |   | 972    |  
|Adjustment for tax benefit related to vesting of stock awards and stock option exercises  |  |              |   |                            |   | 444                   |  |   |                                        |   |                   |   |      |                                        |   |       |                |  |   |       |   |  |   |        |   |  |   | 444    |  
|Granting of stock awards in connection with Companys 2004 Recognition and Retention Plan |  |              |   |                            |   |                      |  |   | (1,560                                  | ) |                   |   | 1,560 |                                        |   |       |                |  |   |       |   |  |   |        |   |  |   |       |  
|Reissuance of treasury shares in connection with stock option exercises (76,477 shares)   |  |              |   |                            |   | 68                    |  |   |                                        |   |                   |   |      |                                        |   | (225   | )              |  |   |       |   |  |   | 996     |   |  |   | 839    |  
|Cash dividends paid ($0.3875 per share)                                                   |  |              |   |                            |   |                      |  |   |                                        |   |                   |   |      |                                        |   | (1,318 | )              |  |   |       |   |  |   |        |   |  |   | (1,318 | )
|Treasury stock purchased (35,647 shares)                                                  |  |              |   |                            |   |                      |  |   |                                        |   |                   |   |      |                                        |   |       |                |  |   |       |   |  |   | (1,208  | ) |  |   | (1,208 | )
|                                                                                          |  |              |    |                            |   |                       |  |   |                                         |   |                   |   |       |                                        |   |        |                |  |   |        |   |  |   |         |   |  |   |        |  
|Balance at June 30, 2004                                                                  |  | $            | 60 |                            | $ | 61,363                |  | $ | (4,189                                  | ) |                   | $ | 1,560 |                                        | $ | 49,619 |                |  | $ | 1,174  |   |  | $ | (30,875 | ) |  | $ | 78,712 |  
|                                                                                          |  |              |    |                            |   |                       |  |   |                                         |   |                   |   |       |                                        |   |        |                |  |   |        |   |  |   |         |   |  |   |        |  
|Balance at December 31, 2002                                                              |  | $            | 60 |                            | $ | 59,020                |  | $ | (3,951                                  | ) |                   | $ |      |                                        | $ | 44,641 |                |  | $ | 5,222  |   |  | $ | (30,582 | ) |  | $ | 74,410 |  
|                                                                                          |  |              |    |                            |   |                       |  |   |                                         |   |                   |   |       |                                        |   |        |                |  |   |        |   |  |   |         |   |  |   |        |  
|Comprehensive income:                                                                     |  |              |    |                            |   |                       |  |   |                                         |   |                   |   |       |                                        |   |        |                |  |   |        |   |  |   |         |   |  |   |        |  
|Net income                                                                                |  |              |   |                            |   |                      |  |   |                                        |   |                   |   |      |                                        |   | 3,400  |                |  |   |       |   |  |   |        |   |  |   | 3,400  |  
|Change in net unrealized gain on securities available for sale                            |  |              |   |                            |   |                      |  |   |                                        |   |                   |   |      |                                        |   |       |                |  |   | 314    |   |  |   |        |   |  |   | 314    |  
|Net gain on derivative instruments                                                        |  |              |   |                            |   |                      |  |   |                                        |   |                   |   |      |                                        |   |       |                |  |   | 15     |   |  |   |        |   |  |   | 15     |  
|                                                                                          |  |              |    |                            |   |                       |  |   |                                         |   |                   |   |       |                                        |   |        |                |  |   |        |   |  |   |         |   |  |   |        |  
|Total comprehensive income                                                                |  |              |    |                            |   |                       |  |   |                                         |   |                   |   |       |                                        |   |        |                |  |   |        |   |  |   |         |   |  |   | 3,729  |  
|                                                                                          |  |              |    |                            |   |                       |  |   |                                         |   |                   |   |       |                                        |   |        |                |  |   |        |   |  |   |         |   |  |   |        |  
|Decrease in unearned compensation                                                         |  |              |   |                            |   | 303                   |  |   | 422                                     |   |                   |   |      |                                        |   |       |                |  |   |       |   |  |   |        |   |  |   | 725    |  
|Adjustment for tax benefit related to vesting of stock awards and stock option exercises  |  |              |   |                            |   | 82                    |  |   |                                        |   |                   |   |      |                                        |   |       |                |  |   |       |   |  |   |        |   |  |   | 82     |  
|Reissuance of treasury shares in connection with stock option exercises (94,207 shares)   |  |              |   |                            |   |                      |  |   |                                        |   |                   |   |      |                                        |   | (276   | )              |  |   |       |   |  |   | 1,193   |   |  |   | 917    |  
|Cash dividends paid ($0.3050 per share)                                                   |  |              |   |                            |   |                      |  |   |                                        |   |                   |   |      |                                        |   | (1,007 | )              |  |   |       |   |  |   |        |   |  |   | (1,007 | )
|Treasury stock purchased (55,991 shares)                                                  |  |              |   |                            |   |                      |  |   |                                        |   |                   |   |      |                                        |   |       |                |  |   |       |   |  |   | (1,244  | ) |  |   | (1,244 | )
|                                                                                          |  |              |    |                            |   |                       |  |   |                                         |   |                   |   |       |                                        |   |        |                |  |   |        |   |  |   |         |   |  |   |        |  
|Balance at June 30, 2003                                                                  |  | $            | 60 |                            | $ | 59,405                |  | $ | (3,529                                  | ) |                   | $ |      |                                        | $ | 46,758 |                |  | $ | 5,551  |   |  | $ | (30,633 | ) |  | $ | 77,612 |  
|                                                                                          |  |              |    |                            |   |                       |  |   |                                         |   |                   |   |       |                                        |   |        |                |  |   |        |   |  |   |         |   |  |   |        |  



See accompanying notes to unaudited
consolidated financial statements



3



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WORONOCO BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS



|                                                                                  |  |                           |         |   |      |   |          |  
|--------------------------------------------------------------------------------- |  | ------------------------- | ------- | - | ---- | - | -------- | -
|                                                                                  |  | Six Months Ended June 30, |        
|                                                                                  |  | 2004                      |         |   | 2003 |  
|                                                                                  |  | (In thousands)            |        
|Cash flows from operating activities:                                             |  |                           |         |   |      |   |          |  
|Net income                                                                        |  | $                         | 2,797   |   |      | $ | 3,400    |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                           |         |   |      |   |          |  
|Provision for loan losses                                                         |  |                           | 197     |   |      |   | 76       |  
|Net amortization of investments                                                   |  |                           | 559     |   |      |   | 330      |  
|Amortization of purchased loans                                                   |  |                           | 242     |   |      |   | 47       |  
|Depreciation and amortization                                                     |  |                           | 480     |   |      |   | 475      |  
|Amortization of other intangible assets                                           |  |                           | 25      |   |      |   | 29       |  
|Amortization of mortgage servicing rights                                         |  |                           | 87      |   |      |   | 91       |  
|Employee stock ownership plan expense                                             |  |                           | 710     |   |      |   | 478      |  
|Stock-based incentive plan expense                                                |  |                           | 262     |   |      |   | 247      |  
|Gain on sales of available-for-sale securities, net                               |  |                           |        |   |      |   | (415     | )
|Net decrease in trading account securities                                        |  |                           |        |   |      |   | 9,693    |  
|Net gain on trading activities                                                    |  |                           |        |   |      |   | (630     | )
|Gain on sales of loans, net                                                       |  |                           | (80     | ) |      |   | (785     | )
|Gain on sale of supermarket branch, net of expenses                               |  |                           |        |   |      |   | (183     | )
|Loans originated and held for sale                                                |  |                           | (3,139  | ) |      |   | (21,746  | )
|Proceeds from sale of loans held for sale                                         |  |                           | 3,186   |   |      |   | 22,237   |  
|Changes in operating assets and liabilities:                                      |  |                           |         |   |      |   |          |  
|Accrued interest receivable                                                       |  |                           | (55     | ) |      |   | 147      |  
|Accrued expenses and other liabilities                                            |  |                           | 1,810   |   |      |   | 336      |  
|Other, net                                                                        |  |                           | (2,005  | ) |      |   | (995     | )
|                                                                                  |  |                           |         |   |      |   |          |  
|Net cash provided by operating activities                                         |  |                           | 5,076   |   |      |   | 12,832   |  
|                                                                                  |  |                           |         |   |      |   |          |  
|Cash flows from investing activities:                                             |  |                           |         |   |      |   |          |  
|Proceeds from sales of securities available for sale                              |  |                           |        |   |      |   | 20,110   |  
|Purchases of securities available for sale                                        |  |                           | (24,816 | ) |      |   | (138,184 | )
|Principal payments on mortgage-backed securities                                  |  |                           | 22,817  |   |      |   | 29,506   |  
|Purchases of Federal Home Loan Bank stock                                         |  |                           | (1,718  | ) |      |   | (1,172   | )
|Loans originations/purchases and principal collections, net                       |  |                           | (82,431 | ) |      |   | (9,663   | )
|Additions to premises and equipment                                               |  |                           | (289    | ) |      |   | (306     | )
|Proceeds from sales of premises and equipment, net                                |  |                           |        |   |      |   | 100      |  
|                                                                                  |  |                           |         |   |      |   |          |  
|Net cash used in investing activities                                             |  |                           | (86,437 | ) |      |   | (99,609  | )
|                                                                                  |  |                           |         |   |      |   |          |  
|Cash flows from financing activities:                                             |  |                           |         |   |      |   |          |  
|Net increase in deposits, excluding deposits sold                                 |  |                           | 27,702  |   |      |   | 48,761   |  
|Sale of supermarket branch deposits, net of premium and expenses                  |  |                           |        |   |      |   | (4,084   | )
|Net increase in short-term borrowings                                             |  |                           | 19,591  |   |      |   | 16,677   |  
|Proceeds from issuance of long-term debt                                          |  |                           | 36,499  |   |      |   | 45,000   |  
|Repayments of long-term debt                                                      |  |                           | (3,364  | ) |      |   | (14,470  | )
|Net decrease in mortgagors escrow accounts                                       |  |                           | (198    | ) |      |   | (131     | )
|Cash dividends paid                                                               |  |                           | (1,318  | ) |      |   | (1,007   | )
|Treasury stock purchased                                                          |  |                           | (1,208  | ) |      |   | (1,244   | )
|Reissuance of treasury stock in connection with stock option exercises            |  |                           | 839     |   |      |   | 917      |  
|                                                                                  |  |                           |         |   |      |   |          |  
|Net cash provided by financing activities                                         |  |                           | 78,543  |   |      |   | 90,419   |  
|                                                                                  |  |                           |         |   |      |   |          |  
|Net change in cash and cash equivalents                                           |  |                           | (2,818  | ) |      |   | 3,642    |  
|                                                                                  |  |                          
|Cash and cash equivalents at beginning of period                                  |  |                           | 26,294  |   |      |   | 27,801   |  
|                                                                                  |  |                           |         |   |      |   |          |  
|Cash and cash equivalents at end of period                                        |  | $                         | 23,476  |   |      | $ | 31,443   |  
|                                                                                  |  |                           |         |   |      |   |          |  
|Supplemental cash flow information:                                               |  |                           |         |   |      |   |          |  
|Interest paid on deposits                                                         |  | $                         | 2,728   |   |      | $ | 3,870    |  
|Interest paid on borrowings                                                       |  |                           | 6,277   |   |      |   | 6,225    |  
|Income taxes paid                                                                 |  |                           | 1,284   |   |      |   | 2,081    |  
|Transfer of long-term debt to short-term borrowings                               |  |                           | 15,000  |   |      |   | 10,000   |  
|Net due to brokers for investment securities transactions                         |  |                           | 4,998   |   |      |   |         |  



See accompanying notes to unaudited
consolidated financial statements



4



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WORONOCO BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements

At and for the Six Months Ended June 30, 2004



1. Unaudited Consolidated Financial Statements



Woronoco Bancorp, Inc. (the Corporation) has no significant assets other than all of the outstanding shares of its wholly-owned subsidiaries, Woronoco Savings
Bank (the Bank) and WRO Funding Corporation (collectively, the Company). The accounts of the Bank include all of its wholly-owned subsidiaries. The Consolidated Financial Statements of the Company included herein are
unaudited. In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary for a fair presentation of the financial condition, results of operations, changes in stockholders equity and cash flows, as of
and for the periods covered herein, have been made. Certain information and note disclosures normally included in the Consolidated Financial Statements have been omitted as they are included in the Securities and Exchange Commission Form 10-K and
accompanying Notes to the Consolidated Financial Statements (the Form 10-K) filed by the Company for the year ended December 31, 2003. Management believes that the disclosures contained herein are adequate to make a fair presentation.



These consolidated financial statements should be read in conjunction with the
Form 10-K.



The results for the three- and six-month interim periods covered
hereby are not necessarily indicative of the operating results for a full year.



2. Earnings Per Share



Basic earnings per share represents
income available to common stockholders divided by the weighted-average number of common shares outstanding during the period. Diluted earnings per share reflects additional common shares that would have been outstanding if dilutive potential common
shares had been issued. Potential common shares that may be issued by the Company relate to outstanding stock options and are determined using the treasury stock method.



Earnings per common share for the three and six months ended June 30, 2004 and 2003 have been computed based upon the following (dollars in
thousands except per share amounts):



|                                                                                         |  |                                       |           |                                     |   |           |  |      |           |  |   |          
|---------------------------------------------------------------------------------------- |  | ------------------------------------- | --------- | ----------------------------------- | - | --------- |  | ---- | --------- |  | - | ---------
|                                                                                         |  | Unaudited Three Months Ended June 30, |           | Unaudited Six Months Ended June 30,
|                                                                                         |  | 2004                                  |           | 2003                                |   | 2004      |  | 2003
|Net income                                                                               |  | $                                     | 1,364     |                                     | $ | 2,118     |  | $    | 2,797     |  | $ | 3,400    
|                                                                                         |  |                                       |           |                                     |   |           |  |      |           |  |   |          
|Average number of common shares outstanding                                              |  |                                       | 3,416,986 |                                     |   | 3,318,293 |  |      | 3,403,635 |  |   | 3,307,455
|Effect of common stock equivalents                                                       |  |                                       | 198,766   |                                     |   | 247,566   |  |      | 207,187   |  |   | 230,323  
|                                                                                         |  |                                       |           |                                     |   |           |  |      |           |  |   |          
|Average number of common shares outstanding used to calculate diluted earnings per share |  |                                       | 3,615,752 |                                     |   | 3,565,859 |  |      | 3,610,822 |  |   | 3,537,778
|                                                                                         |  |                                       |           |                                     |   |           |  |      |           |  |   |          
|Net income per share:                                                                    |  |                                       |           |                                     |   |           |  |      |           |  |   |          
|Basic                                                                                    |  | $                                     | 0.40      |                                     | $ | 0.64      |  | $    | 0.82      |  | $ | 1.03     
|Diluted                                                                                  |  | $                                     | 0.38      |                                     | $ | 0.59      |  | $    | 0.77      |  | $ | 0.96     



For the three and six months ended
June 30, 2004, the Company had 46,000 options outstanding that were anti-dilutive and therefore not included in the earnings per share calculation. There were no outstanding options which were anti-dilutive and not included in the earnings per share
calculation for the three and six months ended June 30, 2003.



5



---

3. Stock compensation plans



SFAS No. 123, Accounting for Stock-Based Compensation, encourages all entities to adopt a fair value based method of accounting
for employee stock compensation plans, whereby compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. However, it also allows an entity to
continue to measure compensation cost for those plans using the intrinsic value based method of accounting prescribed by Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, whereby compensation cost is
the excess, if any, of the quoted market price of the stock at the grant date (or other measurement date) over the amount an employee must pay to acquire the stock. Stock options issued under the Companys stock-based plans have no intrinsic
value at the grant date, and under Opinion No. 25 no compensation cost is recognized for them.



The Company has elected to continue with the accounting methodology in Opinion No. 25 and, as a result, has provided pro forma disclosures of net income and earnings per share, as if the fair value based method of
accounting had been applied.



The following table illustrates the effect on net
income and earnings per share as if the Company had applied the fair value recognition provisions of SFAS No. 123 to stock-based employee compensation.



|                                                                                                                                             |  |                             |           |   |                           |   |           |      |  |   |           |   |  |   |           |  
|-------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------- | --------- | - | ------------------------- | - | --------- | ---- |  | - | --------- | - |  | - | --------- | -
|                                                                                                                                             |  | Three Months Ended June 30, |           |   | Six Months Ended June 30, |  
|                                                                                                                                             |  | 2004                        |           |   | 2003                      |   |           | 2004 |  |   | 2003      |  
|Net income, as reported                                                                                                                      |  | $                           | 1,364     |   |                           | $ | 2,118     |      |  | $ | 2,797     |   |  | $ | 3,400     |  
|Deduct: Total stock-based employee compensation expense determined under fair value based method for all options, net of related tax
effects |  |                             | (221      | ) |                           |   | (95       | )    |  |   | (670      | ) |  |   | (335      | )
|                                                                                                                                             |  |                             |           |   |                           |   |           |      |  |   |           |   |  |   |           |  
|Pro forma net income                                                                                                                         |  | $                           | 1,143     |   |                           | $ | 2,023     |      |  | $ | 2,127     |   |  | $ | 3,065     |  
|                                                                                                                                             |  |                             |           |   |                           |   |           |      |  |   |           |   |  |   |           |  
|Earnings per share:                                                                                                                          |  |                             |           |   |                           |   |           |      |  |   |           |   |  |   |           |  
|Basic-as reported                                                                                                                            |  | $                           | 0.40      |   |                           | $ | 0.64      |      |  | $ | 0.82      |   |  | $ | 1.03      |  
|                                                                                                                                             |  |                             |           |   |                           |   |           |      |  |   |           |   |  |   |           |  
|Basic-pro forma                                                                                                                              |  | $                           | 0.33      |   |                           | $ | 0.61      |      |  | $ | 0.62      |   |  | $ | 0.93      |  
|                                                                                                                                             |  |                             |           |   |                           |   |           |      |  |   |           |   |  |   |           |  
|Diluted-as reported                                                                                                                          |  | $                           | 0.38      |   |                           | $ | 0.59      |      |  | $ | 0.77      |   |  | $ | 0.96      |  
|                                                                                                                                             |  |                             |           |   |                           |   |           |      |  |   |           |   |  |   |           |  
|Diluted-pro forma                                                                                                                            |  | $                           | 0.32      |   |                           | $ | 0.57      |      |  | $ | 0.59      |   |  | $ | 0.87      |  
|                                                                                                                                             |  |                             |           |   |                           |   |           |      |  |   |           |   |  |   |           |  
|Basic shares outstanding                                                                                                                     |  |                             | 3,416,986 |   |                           |   | 3,318,293 |      |  |   | 3,403,635 |   |  |   | 3,307,455 |  
|Diluted shares outstanding                                                                                                                   |  |                             | 3,615,752 |   |                           |   | 3,565,859 |      |  |   | 3,610,822 |   |  |   | 3,537,778 |  



4. Dividends



On July 21, 2004, the Company declared a cash dividend of $0.20 per share payable on
September 7, 2004 to shareholders of record as of the close of business on August 12, 2004.



5. Loan commitments



Outstanding loan
commitments totaled $25.5 million at June 30, 2004 compared to $8.4 million at December 31, 2003. At June 30, 2004 and December 31, 2003, the Company had commitments to purchase loans of $2.4 million and $57.7 million, respectively.



6



---

6. Segment reporting



Information about reportable segments, and reconciliation of such information to the consolidated financial statements as of and for the six months ended June 30,
follows:



|                                    |  |                |         |           |   |                          |  |   |                     |   |  |   |        
|----------------------------------- |  | -------------- | ------- | --------- | - | ------------------------ |  | - | ------------------- | - |  | - | -------
|2004                                |  | Banking        |         | Insurance |   | Intersegment Elimination |  |   | Consolidated Totals
|                                    |  | (In Thousands)
|Net interest and dividend income    |  | $              | 10,230  |           | $ |                         |  | $ |                    |   |  | $ | 10,230 
|Other revenue - external customers  |  |                | 2,125   |           |   | 792                      |  |   |                    |   |  |   | 2,917  
|Other revenue - from other segments |  |                |        |           |   | 2                        |  |   | (2                  | ) |  |   |       
|Depreciation and amortization       |  |                | 462     |           |   | 18                       |  |   |                    |   |  |   | 480    
|Provision for loan losses           |  |                | 197     |           |   |                         |  |   |                    |   |  |   | 197    
|Profit                              |  |                | 2,660   |           |   | 137                      |  |   |                    |   |  |   | 2,797  
|Assets                              |  |                | 880,077 |           |   | 2,862                    |  |   | (874                | ) |  |   | 882,065
|                                    |  |                |         |          
|2003                                |  |                |         |           |   |                          |  |   |                    
|Net interest and dividend income    |  | $              | 10,102  |           | $ |                         |  | $ |                    |   |  | $ | 10,102 
|Other revenue - external customers  |  |                | 1,548   |           |   | 655                      |  |   |                    |   |  |   | 2,203  
|Other revenue - from other segments |  |                |        |           |   | 3                        |  |   | (3                  | ) |  |   |       
|Depreciation and amortization       |  |                | 459     |           |   | 16                       |  |   |                    |   |  |   | 475    
|Provision for loan losses           |  |                | 76      |           |   |                         |  |   |                    |   |  |   | 76     
|Profit                              |  |                | 3,325   |           |   | 75                       |  |   |                    |   |  |   | 3,400  
|Assets                              |  |                | 798,794 |           |   | 2,412                    |  |   | (440                | ) |  |   | 800,766



7. 2004 Stock Awards



Under the Companys 2004 Equity Compensation Plan, the Company may
grant stock awards to its directors, officers and employees for up to 50,000 shares of common stock. The Company applies APB Opinion No. 25 and related Interpretations in accounting for stock awards. The Company granted 50,000 stock awards on June
7, 2004 at a cost of $31.20 per share. These stock awards vest at 20% per year. The fair market value of the stock allocations, based on the market price at date of grant, is recorded as unearned compensation. Unearned compensation is amortized over
the periods to be benefited. The Company did not record compensation cost for the six months ended June 30, 2004 in connection with these stock awards.



7



---

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.



The following analysis discusses changes in the financial condition and results of operations of the Company at and for the three and six months ended June 30, 2004 and
2003, and should be read in conjunction with the Companys Unaudited Consolidated Financial Statements and the notes thereto, appearing in Part I, Item 1 of this document.



Forward-Looking Statements



This Form 10-Q contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and is including this
statement for purposes of these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies and expectations of the Company, are generally identified by use of the words
believe, expect, intend, anticipate, estimate, project or similar expressions. The Companys ability to predict results or the actual effect of future plans or strategies
is inherently uncertain. Factors which could have a material adverse effect on the operations of the Company include, but are not limited to: changes in interest rates, general economic conditions, legislative/regulatory changes, monetary and fiscal
policies of the U.S. Government, including policies of the U.S. Treasury and the Federal Reserve Board, the quality or composition of the loan or investment portfolios, demand for loan products, deposit flows, competition, demand for financial
services in the Companys market area and accounting principles and guidelines. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.



The Company does not undertake  and specifically disclaims any obligation  to
publicly release the result of any revisions which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.



8



---

Comparison of Financial Condition at June 30, 2004 and December 31, 2003



The Companys assets expanded $86.0 million, or 10.8%, to $882.1 million at June 30,
2004 as compared to $796.1 million at December 31, 2003, largely due to growth in net loans, partially offset by lower federal funds sold. Total net loans rose $81.8 million, or 16.4%, to $579.8 million at June 30, 2004 primarily as a result of
purchases of adjustable-rate, one-to four-family residential mortgages and solid loan origination activity, partially offset by refinancing and prepayment activity and amortization in the existing portfolio as well as loan sales. Federal funds sold
balances fell $3.4 million as these funds were used to pay down short-term Federal Home Loan Bank (the FHLB) advances.



The balance sheet expansion was funded primarily by growth in core deposits, brokered certificates of deposit, short-term borrowings and long-term debt, partially
mitigated by a reduction in certificates of deposit. Core deposits, which exclude brokered deposits and certificates of deposit, grew $15.9 million, or 6.8%, to $248.8 million at June 30, 2004 from $232.9 million at December 31, 2003 largely as a
result of the success of promotional and sales activities associated with several relationship-banking packages. Short-term borrowings increased $34.6 million, or 81.5%, to $77.1 million at June 30, 2004 and long-term debt increased $18.1 million,
or 7.3%, to $266.7 million at June 30, 2004 mainly reflecting the use of additional FHLB advances to fund balance sheet growth. Brokered deposit balances rose $19.3 million, or 36.9%, to $71.5 million at June 30, 2004 primarily to support loan
purchases. Certificates of deposit balances fell $7.5 million, or 5.6%, to $126.8 million at June 30, 2004 principally due to the maturity of certain accounts with promotional rates.



Total stockholders equity was $78.7 million at June 30, 2004 and December 31, 2003. Stockholders equity benefited from net
income of $2.8 million, a reduction of $972,000 in unearned compensation resulting from continued vesting in stock benefit plans, treasury share reissuances totaling $839,000 in connection with the exercise of stock options and tax benefit
adjustments in the amount of $444,000 related to the vesting of stock awards and stock option exercises. These items were offset by a decrease of $2.5 million in net unrealized gains on securities available for sale, cash dividends of $1.3 million
and the repurchase of 76,477 shares of stock at a cost of $1.2 million.



9



---

Investment Activities



At June 30, 2004, the Companys investment securities portfolio, all of which was classified as available-for-sale, amounted to $236.0 million, or 26.8% of assets.
The following table sets forth at the dates indicated information regarding the amortized cost and market values of the Companys investment securities.



|                                        |  |                |         |                   |   |                |  |            |         |  |   |        
|--------------------------------------- |  | -------------- | ------- | ----------------- | - | -------------- |  | ---------- | ------- |  | - | -------
|                                        |  | June 30, 2004  |         | December 31, 2003
|                                        |  | Amortized Cost |         | Fair Value        |   | Amortized Cost |  | Fair Value
|                                        |  | (In Thousands)
|Available-for-sale securities:          |  |                |         |                   |   |                |  |            |         |  |   |        
|Equity securities:                      |  |                |         |                   |   |                |  |            |         |  |   |        
|Mutual funds                            |  | $              | 5,119   |                   | $ | 5,175          |  | $          | 5,054   |  | $ | 5,114  
|Common stocks                           |  |                | 115     |                   |   | 115            |  |            | 115     |  |   | 115    
|                                        |  |                |         |                   |   |                |  |            |         |  |   |        
|Total equity securities                 |  |                | 5,234   |                   |   | 5,290          |  |            | 5,169   |  |   | 5,229  
|                                        |  |                |         |                   |   |                |  |            |         |  |   |        
|Debt securities:                        |  |                |         |                   |   |                |  |            |         |  |   |        
|Mortgage-backed:                        |  |                |         |                   |   |                |  |            |         |  |   |        
|Freddie Mac                             |  |                | 61,649  |                   |   | 60,730         |  |            | 66,723  |  |   | 66,702 
|Fannie Mae                              |  |                | 114,429 |                   |   | 114,809        |  |            | 100,987 |  |   | 102,855
|Ginnie Mae                              |  |                | 6,192   |                   |   | 6,407          |  |            | 8,088   |  |   | 8,428  
|REMIC                                   |  |                | 63      |                   |   | 64             |  |            | 80      |  |   | 80     
|                                        |  |                |         |                   |   |                |  |            |         |  |   |        
|Total mortgage-backed securities        |  |                | 182,333 |                   |   | 182,010        |  |            | 175,878 |  |   | 178,065
|                                        |  |                |         |                   |   |                |  |            |         |  |   |        
|Other:                                  |  |                |         |                   |   |                |  |            |         |  |   |        
|U.S. agency                             |  |                | 5,064   |                   |   | 5,230          |  |            | 5,081   |  |   | 5,369  
|Municipal bonds                         |  |                | 21,436  |                   |   | 21,806         |  |            | 21,442  |  |   | 22,277 
|Trust preferred                         |  |                | 20,092  |                   |   | 21,623         |  |            | 20,151  |  |   | 22,436 
|                                        |  |                |         |                   |   |                |  |            |         |  |   |        
|Total other debt securities             |  |                | 46,592  |                   |   | 48,659         |  |            | 46,674  |  |   | 50,082 
|                                        |  |                |         |                   |   |                |  |            |         |  |   |        
|Total debt securities                   |  |                | 228,925 |                   |   | 230,669        |  |            | 222,552 |  |   | 228,147
|                                        |  |                |         |                   |   |                |  |            |         |  |   |        
|Total available-for-sale securities (1) |  | $              | 234,159 |                   | $ | 235,959        |  | $          | 227,721 |  | $ | 233,376
|                                        |  |                |         |                   |   |                |  |            |         |  |   |        

---

|(1) | Does not include investments in FHLB-Boston stock totaling $17.1 million at June 30, 2004 and $15.4 million at December 31, 2003.
|--- | ---------------------------------------------------------------------------------------------------------------------------------



Securities available-for-sale increased $2.6 million, or 1.1%, to $236.0 million at June 30,
2004 primarily due to purchases of mortgage-backed securities totaling $29.8 million, partially offset by mortgage-backed security principal payments amounting to $22.8 million and a decrease of $3.9 million in net unrealized gains on
available-for-sale securities. The Company used cash flows from the existing portfolio to purchase mortgage-backed securities with an estimated weighted average life of less than five years in an effort to benefit from the rising rate environment,
enhance net interest income as a result of positive interest rate spreads and position the balance sheet for expected future interest rate increases.



10



---

Lending Activities



At June 30, 2004, the Companys net loan portfolio was $579.8 million, or 65.7% of total assets. The following table sets forth the composition of the Companys
loan portfolio in dollar amounts and as a percentage of the respective portfolio at the dates indicated.



|                                    |  |                        |         |   |                   |        |   |        |   |         |                  |  |        |  
|----------------------------------- |  | ---------------------- | ------- | - | ----------------- | ------ | - | ------ | - | ------- | ---------------- |  | ------ | -
|                                    |  | June 30, 2004          |         |   | December 31, 2003 |       
|                                    |  | Amount                 |         |   | Percent of Total  |        |   | Amount |   |         | Percent of Total | 
|                                    |  | (Dollars In Thousands) |        
|Real estate loans:                  |  |                        |         |   |                   |        |   |        |   |         |                  |  |        |  
|One- to four-family                 |  | $                      | 364,677 |   |                   | 61.52  | % |        | $ | 279,889 |                  |  | 55.20  | %
|Multi-family                        |  |                        | 36,941  |   |                   | 6.23   | % |        |   | 41,178  |                  |  | 8.12   | %
|Commercial                          |  |                        | 65,275  |   |                   | 11.01  | % |        |   | 61,342  |                  |  | 12.10  | %
|Construction and development        |  |                        | 20,403  |   |                   | 3.44   | % |        |   | 20,106  |                  |  | 3.96   | %
|                                    |  |                        |         |   |                   |        |   |        |   |         |                  |  |        |  
|Total real estate loans             |  |                        | 487,296 |   |                   | 82.20  | % |        |   | 402,515 |                  |  | 79.38  | %
|                                    |  |                        |         |   |                   |        |   |        |   |         |                  |  |        |  
|Consumer loans:                     |  |                        |         |   |                   |        |   |        |   |         |                  |  |        |  
|Home equity                         |  |                        | 80,578  |   |                   | 13.59  | % |        |   | 80,168  |                  |  | 15.81  | %
|Automobile                          |  |                        | 6,431   |   |                   | 1.09   | % |        |   | 7,151   |                  |  | 1.41   | %
|Other                               |  |                        | 2,348   |   |                   | 0.40   | % |        |   | 2,333   |                  |  | 0.46   | %
|                                    |  |                        |         |   |                   |        |   |        |   |         |                  |  |        |  
|Total consumer loans                |  |                        | 89,357  |   |                   | 15.08  | % |        |   | 89,652  |                  |  | 17.68  | %
|                                    |  |                        |         |   |                   |        |   |        |   |         |                  |  |        |  
|Commercial loans                    |  |                        | 16,144  |   |                   | 2.72   | % |        |   | 14,931  |                  |  | 2.94   | %
|                                    |  |                        |         |   |                   |        |   |        |   |         |                  |  |        |  
|Total loans                         |  |                        | 592,797 |   |                   | 100.00 | % |        |   | 507,098 |                  |  | 100.00 | %
|                                    |  |                        |         |   |                   |        |   |        |   |         |                  |  |        |  
|Less:                               |  |                        |         |   |                   |        |   |        |   |         |                  |  |        |  
|Unadvanced loan funds (1)           |  |                        | (10,307 | ) |                   |        |   |        |   | (6,673  | )                |  |        |  
|Net deferred loan origination costs |  |                        | 788     |   |                   |        |   |        |   | 817     |                  |  |        |  
|Allowance for loan losses           |  |                        | (3,511  | ) |                   |        |   |        |   | (3,280  | )                |  |        |  
|                                    |  |                        |         |   |                   |        |   |        |   |         |                  |  |        |  
|Loans, net                          |  | $                      | 579,767 |   |                   |        |   |        | $ | 497,962 |                  |  |        |  
|                                    |  |                        |         |   |                   |        |   |        |   |         |                  |  |        |  

---

|(1) | Includes committed but unadvanced loan amounts.
|--- | -----------------------------------------------



The Companys net loan portfolio grew $81.8 million, or 16.4%, during the first six months of 2004 largely reflecting purchases of $95.4 million in adjustable-rate,
one-to four-family residential mortgages and origination volume totaling $67.6 million. Management believes these loan purchases will enhance net interest income as a result of positive interest rate spreads and will position the balance sheet for
expected future interest rate increases. The Companys level of loan closings was strong as a result of several factors including promotional and sales activities, a strong housing market and a stable local economy. These factors were somewhat
mitigated by refinancing and prepayment activity totaling $47.7 million due primarily to the lower interest rate environment, amortization of the existing portfolio amounting to $30.0 million and the sale of $3.1 million of longer-term, fixed rate,
one-to four-family residential loans. The loan sales should help reduce the Companys exposure to interest rate risk while improving liquidity. The Company will continue to evaluate the sale of additional longer-term, lower coupon, fixed rate
mortgages during the remainder of 2004.



11



---

Non-performing Assets



The following table sets forth information regarding nonaccrual loans, real estate owned and restructured loans at the dates indicated.



|                                                                                                  |  |                        |      |   |                   |   |      |  
|------------------------------------------------------------------------------------------------- |  | ---------------------- | ---- | - | ----------------- | - | ---- | -
|                                                                                                  |  | June 30, 2004          |      |   | December 31, 2003 |  
|                                                                                                  |  | (Dollars in Thousands) |     
|Nonaccrual loans:                                                                                 |  |                        |      |   |                   |   |      |  
|One- to four- family real estate                                                                  |  | $                      | 348  |   |                   | $ | 388  |  
|Multi-family and commercial real estate                                                           |  |                        | 148  |   |                   |   |     |  
|Other consumer                                                                                    |  |                        | 24   |   |                   |   | 29   |  
|                                                                                                  |  |                        |      |   |                   |   |      |  
|Total                                                                                             |  |                        | 520  |   |                   |   | 417  |  
|Real estate owned, net (1)                                                                        |  |                        | 55   |   |                   |   |     |  
|                                                                                                  |  |                        |      |   |                   |   |      |  
|Total nonperforming assets                                                                        |  |                        | 575  |   |                   |   | 417  |  
|Troubled debt restructurings                                                                      |  |                        |     |   |                   |   |     |  
|                                                                                                  |  |                        |      |   |                   |   |      |  
|Troubled debt restructurings and total nonperforming assets                                       |  | $                      | 575  |   |                   | $ | 417  |  
|                                                                                                  |  |                        |      |   |                   |   |      |  
|Total nonperforming loans and troubled debt restructurings as a percentage of total loans (2) (3) |  |                        | 0.09 | % |                   |   | 0.08 | %
|Total nonperforming assets and troubled debt restructurings as a percentage of total assets (3)   |  |                        | 0.07 | % |                   |   | 0.05 | %

---

|(1) | REO balances are shown net of related loss allowances.
|--- | ------------------------------------------------------

|(2) | Total loans includes loans, less unadvanced loan funds, plus net deferred loan costs.
|--- | -------------------------------------------------------------------------------------

|(3) | Nonperforming assets consist of nonperforming loans and REO. Nonperforming loans consist of all loans 90 days or more past due and other loans that have been identified by the
Company as presenting uncertainty with respect to the collectibility of interest or principal.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



12



---

Allowance for Loan Losses



Management prepares a loan loss sufficiency analysis on a quarterly basis based upon the loan portfolio composition, asset classifications,
existing loan-to-value ratios, impairments in the loan portfolio, historical loan loss experience and other relevant factors. This analysis is compared to actual losses, peer group data and economic trends and conditions. The allowance for loan
losses is maintained through the provision for loan losses, which is charged to operations.



The allowance for loan losses is maintained at an amount that management considers adequate to cover estimated losses in the loan portfolio based on managements on-going evaluation of the risks inherent in the
loan portfolio, consideration of local and regional trends in delinquency and impaired loans, the amount of charge-offs and recoveries, the volume of loans, changes in risk selection, credit concentrations, national and regional economies and the
real estate market in the Companys primary lending area. Management believes that the current allowance for loan losses is sufficient to cover losses inherent in the current loan portfolio. The Companys loan loss allowance determinations
also incorporate factors and analyses which consider the principal loss associated with the loan. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.



The loan loss allowance consists of a specific allowance for identified
problem and impaired loans and a general allowance for current performing loans. All loans are considered in the evaluation, whether on an individual or group basis. Changes in the balances of problem and impaired loans affect the specific reserve,
while changes in volume and concentrations of current performing loans affect the general reserve and the allocation of the allowance of the loan losses among loan types.



The specific allowance incorporates the results of measuring impairment for specifically identified non-homogeneous problem loans. In
accordance with SFAS No. 114, the specific allowance reduces the carrying amount of the impaired loans to their estimated fair value. A loan is recognized as impaired when, based on current information and events, it is probable that the Company
will be unable to collect all interest and principal payments due according to the contractual terms of the loan agreement. A loan is not deemed to be impaired if there is a short delay in receipt of payment or if, during a longer period of delay,
the Company expects to collect all amounts due including interest accrued at the contractual rate during the period of delay. Impairment can be measured based on present value of the expected future principal and interest cash flows discounted at
the loans effective interest rate or the Company may measure impairment based on a loans observable market price or the fair market value of the collateral, if the loan is collateral dependent. Larger groups of smaller-balance
homogeneous loans that are collectively evaluated for impairment, such as residential real estate mortgages, home equity loans and consumer and installment loans are not included within the scope of SFAS No. 114.



The general allowance is calculated by applying reserve percentages to outstanding loans by
type and inherent risk, excluding loans for which a specific allowance has been determined. As part of this analysis, each quarter management prepares an allowance for loan losses summary worksheet in which the loan portfolio is categorized by risk
characteristics such as loan type and loan grade. Changes in the mix of loans and the internal loan grades affect the amount of the general allowance. In determining the reserve percentages to apply to each loan category, management considers
historical losses, peer group comparisons, industry data and loss percentages used by banking regulators for similarly graded loans. Reserve percentages may be adjusted for qualitative factors that, in managements judgment, affect the
collectibility of the portfolio as of the evaluation date.



Performing loan
loss reserve percentages are also based on actual losses for the previous three years adjusted for qualitative factors, such as new loan products, credit quality trends (including trends in non-performing loans expected to result from existing
conditions), collateral values, loan volumes and concentrations and specific industry conditions within portfolio segments that exist at the balance sheet date. These factors are intended to reduce the difference between estimated and actual losses
and are designed to be self-correcting. Similarly, by basing the current performing loan reserve percentages on loss experience over the prior three years, the methodology is designed to take the Companys recent loss experience into account.



13



---

The Companys allowance methodology has been applied on a consistent basis. Based on this methodology, the Company
believes that it has established and maintained the allowance for loan losses at adequate levels. However, future adjustments to the allowance for loan losses may be necessary if economic, real estate, loan growth and portfolio diversification and
other conditions differ substantially from the current operating environment, resulting in estimated and actual losses differing substantially.



The Company determines the classification of its assets and the amount of its valuation allowances. These determinations can be reviewed by the Federal Deposit Insurance
Corporation (the FDIC) and the Commissioner of Banks for the Massachusetts Department of Banking, which can order the establishment of additional specific or general loss allowances. The FDIC, in conjunction with the other federal
banking agencies, maintains an interagency policy statement on the allowance for loan and lease losses. The policy statement provides guidance for financial institutions on both the responsibilities of management for the assessment and establishment
of adequate allowances and guidance for banking agency examiners to use in determining the adequacy of general valuation guidelines. Generally, the policy statement recommends that institutions have effective systems and controls to identify,
monitor and address asset quality problems; that management has analyzed all significant factors that affect the collectibility of the portfolio in a reasonable manner; and that management has established acceptable allowance evaluation processes
that meet the objectives set forth in the policy statement. While the Company believes that it has established an adequate allowance for loan losses, there can be no assurance that regulators, in reviewing the Companys loan portfolio, will not
request the Company to materially increase its allowance for loan losses, thereby negatively affecting the Companys financial condition and earnings.



14



---

The following table sets forth activity in the Companys allowance for loan losses for the periods set forth.



|                                                                                      |  |                                         |        |    |      |   |        |  
|------------------------------------------------------------------------------------- |  | --------------------------------------- | ------ | -- | ---- | - | ------ | -
|                                                                                      |  | At or for the Six Months Ended June 30, |       
|                                                                                      |  | 2004                                    |        |    | 2003 |  
|                                                                                      |  | (Dollars in Thousands)                  |       
|Allowance for loan losses, beginning of period                                        |  | $                                       | 3,280  |    |      | $ | 3,156  |  
|                                                                                      |  |                                        
|Charged-off loans:                                                                    |  |                                         |        |    |      |   |        |  
|Real Estate                                                                           |  |                                         | 10     |    |      |   | 6      |  
|Consumer                                                                              |  |                                         | 55     |    |      |   | 59     |  
|                                                                                      |  |                                         |        |    |      |   |        |  
|Total charged-off loans                                                               |  |                                         | 65     |    |      |   | 65     |  
|                                                                                      |  |                                         |        |    |      |   |        |  
|Recoveries on loans previously charged-off:                                           |  |                                         |        |    |      |   |        |  
|Real estate                                                                           |  |                                         | 60     |    |      |   | 17     |  
|Commercial                                                                            |  |                                         |       |    |      |   | 6      |  
|Consumer                                                                              |  |                                         | 39     |    |      |   | 31     |  
|                                                                                      |  |                                         |        |    |      |   |        |  
|Total recoveries                                                                      |  |                                         | 99     |    |      |   | 54     |  
|                                                                                      |  |                                         |        |    |      |   |        |  
|Net loan (recoveries) charge-offs                                                     |  |                                         | (34    | )  |      |   | 11     |  
|Provision for loan losses                                                             |  |                                         | 197    |    |      |   | 76     |  
|                                                                                      |  |                                         |        |    |      |   |        |  
|Allowance for loan losses, end of period                                              |  | $                                       | 3,511  |    |      | $ | 3,221  |  
|                                                                                      |  |                                         |        |    |      |   |        |  
|Net loan (recoveries) charge-offs to average loans, net                               |  |                                         | (0.01  | )% |      |   | 0.00   | %
|Allowance for loan losses to total loans (1)                                          |  |                                         | 0.60   | %  |      |   | 0.67   | %
|Allowance for loan losses to nonperforming loans and troubled debt restructurings (2) |  |                                         | 675.19 | %  |      |   | 443.05 | %
|Net loan (recoveries) charge-offs to allowance for loan losses                        |  |                                         | (1.94  | )% |      |   | 0.68   | %
|Recoveries to charge-offs                                                             |  |                                         | 152.31 | %  |      |   | 83.08  | %

---

|(1) | Total loans includes loans, less unadvanced loan funds, plus net deferred loan costs.
|--- | -------------------------------------------------------------------------------------

|(2) | Nonperforming loans consist of all loans 90 days or more past due and other loans which have been identified by the Company as presenting uncertainty with respect to the
collectibility of interest or principal.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



In the first quarter of
2004, the Company recorded a $60,000 recovery related to the payoff of a real estate loan.



15



---

Deposits



The following table sets forth the Companys deposit accounts for the periods indicated.



|                        |  |                        |         |                           |                   |   |         |   |                           |  |        |  
|----------------------- |  | ---------------------- | ------- | ------------------------- | ----------------- | - | ------- | - | ------------------------- |  | ------ | -
|                        |  | June 30, 2004          |         |                           | December 31, 2003 |  
|                        |  | Balance                |         | Percent of Total Deposits |                   |   | Balance |   | Percent of Total Deposits | 
|                        |  | (Dollars In Thousands) |        
|Demand                  |  | $                      | 28,465  |                           | 6.37              | % |         | $ | 28,121                    |  | 6.70   | %
|Savings                 |  |                        | 86,705  |                           | 19.39             | % |         |   | 83,768                    |  | 19.97  | %
|Money market            |  |                        | 69,689  |                           | 15.58             | % |         |   | 60,179                    |  | 14.35  | %
|NOW                     |  |                        | 63,943  |                           | 14.30             | % |         |   | 60,802                    |  | 14.49  | %
|Brokered deposits       |  |                        | 71,524  |                           | 15.99             | % |         |   | 52,232                    |  | 12.45  | %
|Certificates of deposit |  |                        | 126,849 |                           | 28.37             | % |         |   | 134,371                   |  | 32.04  | %
|                        |  |                        |         |                           |                   |   |         |   |                           |  |        |  
|Total deposits          |  | $                      | 447,175 |                           | 100.00            | % |         | $ | 419,473                   |  | 100.00 | %
|                        |  |                        |         |                           |                   |   |         |   |                           |  |        |  



Core deposits, which exclude brokered
deposits and certificates of deposit, grew $15.9 million, or 6.8%, to $248.8 million at June 30, 2004 from $232.9 million at December 31, 2003. The growth in core deposits reflects the success of sales and marketing efforts associated with several
relationship-banking packages. Brokered deposits balances rose $19.3 million, or 36.9%, to $71.5 million at June 30, 2004 to fund loan purchases. The Company utilizes brokered deposits from time to time as an alternative funding source and to reduce
dependence on FHLB advances when the interest rates on these instruments are competitive compared to other funding vehicles. Certificates of deposit balances fell $7.5 million, or 5.6%, to $126.8 million at June 30, 2004 largely due to the maturity
of certain accounts with promotional rates.



16



---

Comparison of Operating Results for the Three Months Ended June 30, 2004 and 2003



General



Net income decreased $754,000, or 35.6%, to $1.4 million for the quarter ended June 30, 2004 compared to $2.1 million for the same quarter
last year. Diluted earnings per share fell 35.6% to $0.38 for the three months ended June 30, 2004 from $0.59 for the same period in 2003. The 2003 results included net gains of $1.2 million from trading activities and $382,000 from loan sales as
well as the net tax expense of $572,000 associated with these items. Excluding these items, net income for the quarter ended June 30, 2003 would have been $1.1 million, or $0.31 per share. Several factors influenced the financial results in the
second quarter of 2004 including growth in average loans, investment securities and lower-costing core deposits and expansion in fee income and insurance commissions, somewhat offset by net interest margin compression and higher non-interest
expenses.



Analysis of Net Interest Income



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



The following table sets forth average balances, interest income and expense and yields
earned or rates paid on the major categories of assets and liabilities for the periods indicated. The average yields and costs are derived by dividing interest income or expense by the average balance of interest-earning assets or interest-bearing
liabilities, respectively. The yields and costs are annualized. Average balances are derived from average daily balances. The yields and costs include fees which are considered adjustments to yields. Loan interest and yield data does not include any
accrued interest from nonaccruing loans.



17



---

|                                                                                  |  |                                     |         |          |      |       |                     |  |        |                 |  |          |         |  |                     |        |     |  |        |     
|--------------------------------------------------------------------------------- |  | ----------------------------------- | ------- | -------- | ---- | ----- | ------------------- |  | ------ | --------------- |  | -------- | ------- |  | ------------------- | ------ | --- |  | ------ | ----
|                                                                                  |  | For the Three Months Ended June 30, |        
|                                                                                  |  | 2004                                |         |          | 2003 |      
|                                                                                  |  | Average Balance                     |         | Interest |      |       | Average Yield/ Rate |  |        | Average Balance |  | Interest |         |  | Average Yield/ Rate |       
|                                                                                  |  | (Dollars in Thousands)              |        
|Interest-earning assets: (1)                                                      |  |                                     |         |          |      |       |                     |  |        |                 |  |          |         |  |                     |        |     |  |        |     
|Available-for-sale investments:                                                   |  |                                     |         |          |      |       |                     |  |        |                 |  |          |         |  |                     |        |     |  |        |     
|Mortgage-backed securities                                                        |  | $                                   | 170,820 |          | $    | 1,847 |                     |  | 4.33   | %               |  | $        | 144,550 |  | $                   | 1,748  | (2) |  | 4.84   | %(2)
|U.S. Government and agency securities                                             |  |                                     | 5,304   |          |      | 61    |                     |  | 4.60   | %               |  |          | 10,694  |  |                     | 108    |     |  | 4.04   | %   
|Equity securities                                                                 |  |                                     | 43,471  |          |      | 499   |                     |  | 4.59   | %               |  |          | 32,247  |  |                     | 427    |     |  | 5.30   | %   
|State and municipal securities (3)                                                |  |                                     | 21,930  |          |      | 374   |                     |  | 6.82   | %               |  |          | 22,364  |  |                     | 365    |     |  | 6.53   | %   
|Trading securities                                                                |  |                                     |        |          |      |      |                     |  |       |                 |  |          | 9,594   |  |                     | 143    |     |  | 5.96   | %   
|Loans: (4)                                                                        |  |                                     |         |          |      |       |                     |  |        |                 |  |          |         |  |                     |        |     |  |        |     
|Residential real estate loans                                                     |  |                                     | 380,319 |          |      | 4,854 |                     |  | 5.11   | %               |  |          | 300,813 |  |                     | 4,539  |     |  | 6.04   | %   
|Commercial real estate loans                                                      |  |                                     | 68,980  |          |      | 1,046 |                     |  | 6.07   | %               |  |          | 70,086  |  |                     | 1,261  |     |  | 7.20   | %   
|Consumer loans                                                                    |  |                                     | 88,412  |          |      | 1,069 |                     |  | 4.86   | %               |  |          | 90,552  |  |                     | 1,241  |     |  | 5.50   | %   
|Commercial loans                                                                  |  |                                     | 15,623  |          |      | 212   |                     |  | 5.37   | %               |  |          | 11,925  |  |                     | 188    |     |  | 6.24   | %   
|                                                                                  |  |                                     |         |          |      |       |                     |  |        |                 |  |          |         |  |                     |        |     |  |        |     
|Loans, net                                                                        |  |                                     | 553,334 |          |      | 7,181 |                     |  | 5.19   | %               |  |          | 473,376 |  |                     | 7,229  |     |  | 6.11   | %   
|Other                                                                             |  |                                     | 2,372   |          |      | 4     |                     |  | 0.67   | %               |  |          | 11,376  |  |                     | 25     |     |  | 0.87   | %   
|                                                                                  |  |                                     |         |          |      |       |                     |  |        |                 |  |          |         |  |                     |        |     |  |        |     
|Total interest-earning assets                                                     |  |                                     | 797,231 |          |      | 9,966 |                     |  | 5.00   | %               |  |          | 704,201 |  |                     | 10,045 | (2) |  | 5.71   | %(2)
|                                                                                  |  |                                     |         |          |      |       |                     |  |        |                 |  |          |         |  |                     |        |     |  |        |     
|Noninterest-earning assets                                                        |  |                                     | 43,341  |          |      |       |                     |  |        |                 |  |          | 40,835  |  |                     |        |     |  |        |     
|                                                                                  |  |                                     |         |          |      |       |                     |  |        |                 |  |          |         |  |                     |        |     |  |        |     
|Total assets                                                                      |  | $                                   | 840,572 |          |      |       |                     |  |        |                 |  | $        | 745,036 |  |                     |        |     |  |        |     
|                                                                                  |  |                                     |         |          |      |       |                     |  |        |                 |  |          |         |  |                     |        |     |  |        |     
|Interest-bearing liabilities:                                                     |  |                                     |         |          |      |       |                     |  |        |                 |  |          |         |  |                     |        |     |  |        |     
|Deposits:                                                                         |  |                                     |         |          |      |       |                     |  |        |                 |  |          |         |  |                     |        |     |  |        |     
|Money market accounts                                                             |  | $                                   | 66,586  |          | $    | 195   |                     |  | 1.18   | %               |  | $        | 56,222  |  | $                   | 194    |     |  | 1.38   | %   
|Savings accounts (5)                                                              |  |                                     | 87,823  |          |      | 129   |                     |  | 0.59   | %               |  |          | 82,472  |  |                     | 205    |     |  | 1.00   | %   
|NOW accounts                                                                      |  |                                     | 62,037  |          |      | 62    |                     |  | 0.40   | %               |  |          | 63,251  |  |                     | 106    |     |  | 0.67   | %   
|Certificates of deposit (6)                                                       |  |                                     | 188,353 |          |      | 1,196 |                     |  | 2.55   | %               |  |          | 177,504 |  |                     | 1,289  |     |  | 2.91   | %   
|                                                                                  |  |                                     |         |          |      |       |                     |  |        |                 |  |          |         |  |                     |        |     |  |        |     
|Total interest-bearing deposits                                                   |  |                                     | 404,799 |          |      | 1,582 |                     |  | 1.57   | %               |  |          | 379,449 |  |                     | 1,794  |     |  | 1.90   | %   
|Borrowings                                                                        |  |                                     | 322,922 |          |      | 3,189 |                     |  | 3.91   | %               |  |          | 257,276 |  |                     | 3,117  |     |  | 4.79   | %   
|                                                                                  |  |                                     |         |          |      |       |                     |  |        |                 |  |          |         |  |                     |        |     |  |        |     
|Total interest-bearing liabilities                                                |  |                                     | 727,721 |          |      | 4,771 |                     |  | 2.64   | %               |  |          | 636,725 |  |                     | 4,911  |     |  | 3.09   | %   
|                                                                                  |  |                                     |         |          |      |       |                     |  |        |                 |  |          |         |  |                     |        |     |  |        |     
|Demand deposits                                                                   |  |                                     | 29,101  |          |      |       |                     |  |        |                 |  |          | 25,347  |  |                     |        |     |  |        |     
|Other noninterest-bearing liabilities                                             |  |                                     | 4,013   |          |      |       |                     |  |        |                 |  |          | 5,876   |  |                     |        |     |  |        |     
|                                                                                  |  |                                     |         |          |      |       |                     |  |        |                 |  |          |         |  |                     |        |     |  |        |     
|Total liabilities                                                                 |  |                                     | 760,835 |          |      |       |                     |  |        |                 |  |          | 667,948 |  |                     |        |     |  |        |     
|Total stockholders equity                                                        |  |                                     | 79,737  |          |      |       |                     |  |        |                 |  |          | 77,088  |  |                     |        |     |  |        |     
|                                                                                  |  |                                     |         |          |      |       |                     |  |        |                 |  |          |         |  |                     |        |     |  |        |     
|Total liabilities and stockholders equity                                        |  | $                                   | 840,572 |          |      |       |                     |  |        |                 |  | $        | 745,036 |  |                     |        |     |  |        |     
|                                                                                  |  |                                     |         |          |      |       |                     |  |        |                 |  |          |         |  |                     |        |     |  |        |     
|Net interest-earning assets                                                       |  | $                                   | 69,510  |          |      |       |                     |  |        |                 |  | $        | 67,476  |  |                     |        |     |  |        |     
|                                                                                  |  |                                     |         |          |      |       |                     |  |        |                 |  |          |         |  |                     |        |     |  |        |     
|Tax equivalent net interest income/interest rate spread (7)                       |  |                                     |         |          |      | 5,195 |                     |  | 2.36   | %               |  |          |         |  |                     | 5,134  | (2) |  | 2.62   | %(2)
|                                                                                  |  |                                     |         |          |      |       |                     |  |        |                 |  |          |         |  |                     |        |     |  |        |     
|Tax equivalent net interest margin as a percentage of interest-earning assets (8) |  |                                     |         |          |      |       |                     |  | 2.61   | %               |  |          |         |  |                     |        |     |  | 2.92   | %(2)
|                                                                                  |  |                                     |         |          |      |       |                     |  |        |                 |  |          |         |  |                     |        |     |  |        |     
|Ratio of interest-earning assets to interest-bearing liabilities                  |  |                                     |         |          |      |       |                     |  | 109.55 | %               |  |          |         |  |                     |        |     |  | 110.60 | %   
|                                                                                  |  |                                     |         |          |      |       |                     |  |        |                 |  |          |         |  |                     |        |     |  |        |     
|Less: tax equivalent adjustment (3)                                               |  |                                     |         |          |      | (127  | )                   |  |        |                 |  |          |         |  |                     | (124   | )   |  |        |     
|                                                                                  |  |                                     |         |          |      |       |                     |  |        |                 |  |          |         |  |                     |        |     |  |        |     
|Net interest income as reported on income statement                               |  |                                     |         |          | $    | 5,068 |                     |  |        |                 |  |          |         |  | $                   | 5,010  | (2) |  |        |     
|                                                                                  |  |                                     |         |          |      |       |                     |  |        |                 |  |          |         |  |                     |        |     |  |        |     

---

|(1) | Includes related assets available-for-sale and unamortized discounts and premiums.
|--- | ----------------------------------------------------------------------------------

|(2) | Excludes effect of negative adjustment to mortgage-backed securities interest income of $197,000.
|--- | -------------------------------------------------------------------------------------------------

|(3) | State and municipal securities income and net interest income are presented on a tax equivalent basis using a tax rate of 34%. The tax equivalent adjustment is deducted from tax
equivalent net interest income to agree to the amount reported in the income statement.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Amount is net of deferred loan origination costs, unadvanced loan funds, allowance for loan losses and includes nonaccrual loans. The Company records interest income on nonaccruing
loans on a cash basis.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Savings accounts include mortgagors escrow deposits.
|--- | -----------------------------------------------------

|(6) | Certificates of deposit include brokered deposits.
|--- | --------------------------------------------------

|(7) | Tax equivalent net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing
liabilities.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) | Tax equivalent net interest margin represents tax equivalent net interest income divided by average interest-earning assets.
|--- | ----------------------------------------------------------------------------------------------------------------------------



18



---

The following table presents the extent to which changes in interest rates and changes in the volume of interest-earning
assets and interest-bearing liabilities have affected the Companys tax equivalent interest income and interest expense during the periods indicated. Information is provided in each category with respect to: (i) changes attributable to changes
in volume (changes in volume multiplied by prior rate); (ii) changes attributable to changes in rate (changes in rate multiplied by prior volume); and (iii) the net change. The changes attributable to the combined impact of volume and rate have been
allocated proportionately to the changes due to volume and the changes due to rate.



|                                                   |  |                                                   |       |   |      |   |        |   |  |   |      |  
|-------------------------------------------------- |  | ------------------------------------------------- | ----- | - | ---- | - | ------ | - |  | - | ---- | -
|                                                   |  | Three Months Ended June 30, 2004 compared to 2003 |      
|                                                   |  | Increase (Decrease) Due to                        |       |   | Net  |  
|                                                   |  | Volume                                            |       |   | Rate |   |       
|                                                   |  | (In Thousands)                                    |      
|Interest-earning assets:                           |  |                                                   |       |   |      |   |        |   |  |   |      |  
|Mortgage-backed securities (1)                     |  | $                                                 | 297   |   |      | $ | (198   | ) |  | $ | 99   |  
|U.S. Government and agency securities              |  |                                                   | (60   | ) |      |   | 13     |   |  |   | (47  | )
|Equity securities                                  |  |                                                   | 135   |   |      |   | (63    | ) |  |   | 72   |  
|State and municipal securities (2)                 |  |                                                   | (7    | ) |      |   | 16     |   |  |   | 9    |  
|Trading account securities                         |  |                                                   | (71   | ) |      |   | (72    | ) |  |   | (143 | )
|Loans:                                             |  |                                                   |       |   |      |   |        |   |  |   |      |  
|Residential real estate loans                      |  |                                                   | 1,083 |   |      |   | (768   | ) |  |   | 315  |  
|Commercial real estate loans                       |  |                                                   | (20   | ) |      |   | (195   | ) |  |   | (215 | )
|Consumer loans                                     |  |                                                   | (29   | ) |      |   | (143   | ) |  |   | (172 | )
|Commercial loans                                   |  |                                                   | 52    |   |      |   | (28    | ) |  |   | 24   |  
|                                                   |  |                                                   |       |   |      |   |        |   |  |   |      |  
|Total loans                                        |  |                                                   | 1,086 |   |      |   | (1,134 | ) |  |   | (48  | )
|Other                                              |  |                                                   | (16   | ) |      |   | (5     | ) |  |   | (21  | )
|                                                   |  |                                                   |       |   |      |   |        |   |  |   |      |  
|Total interest-earning assets (1)                  |  |                                                   | 1,364 |   |      |   | (1,443 | ) |  |   | (79  | )
|                                                   |  |                                                   |       |   |      |   |        |   |  |   |      |  
|Interest-bearing liabilities:                      |  |                                                   |       |   |      |   |        |   |  |   |      |  
|Deposits:                                          |  |                                                   |       |   |      |   |        |   |  |   |      |  
|Money market accounts                              |  |                                                   | 33    |   |      |   | (32    | ) |  |   | 1    |  
|Savings accounts (3)                               |  |                                                   | 12    |   |      |   | (88    | ) |  |   | (76  | )
|NOW accounts                                       |  |                                                   | (2    | ) |      |   | (42    | ) |  |   | (44  | )
|Certificates of deposit (4)                        |  |                                                   | 74    |   |      |   | (167   | ) |  |   | (93  | )
|                                                   |  |                                                   |       |   |      |   |        |   |  |   |      |  
|Total deposits                                     |  |                                                   | 117   |   |      |   | (329   | ) |  |   | (212 | )
|Borrowings                                         |  |                                                   | 710   |   |      |   | (638   | ) |  |   | 72   |  
|                                                   |  |                                                   |       |   |      |   |        |   |  |   |      |  
|Total interest-bearing liabilities                 |  |                                                   | 827   |   |      |   | (967   | ) |  |   | (140 | )
|                                                   |  |                                                   |       |   |      |   |        |   |  |   |      |  
|Increase (decrease) in net interest income (1) (5) |  | $                                                 | 537   |   |      | $ | (476   | ) |  | $ | 61   |  
|                                                   |  |                                                   |       |   |      |   |        |   |  |   |      |  

---

|(1) | Excludes effect of negative adjustment to mortgage-backed securities interest income of $197,000.
|--- | -------------------------------------------------------------------------------------------------

|(2) | The changes in state and municipal income are reflected on a tax equivalent basis using a tax rate of 34%.
|--- | ----------------------------------------------------------------------------------------------------------

|(3) | Includes interest on mortgagors escrow deposits.
|--- | -------------------------------------------------

|(4) | Includes interest on brokered certificates of deposit.
|--- | ------------------------------------------------------

|(5) | The changes in net interest income are reflected on a tax equivalent basis and thus do not correspond to the income statement.
|--- | ------------------------------------------------------------------------------------------------------------------------------



19



---

Net interest income, on a tax equivalent basis, increased $61,000, or 1.2%, to $5.2 million for the three months ended
June 30, 2004 compared to $5.1 million for the same period in 2003, mainly driven by net interest margin contraction, partially offset by growth in average interest-earning assets. Net interest margin, on a tax equivalent basis, compressed 31 basis
points to 2.61% for the three months ended June 30, 2004 from the comparable period in 2003 primarily resulting from reduced yields on interest-earning assets, somewhat mitigated by a lower cost of funds.



Interest and dividend income, on a tax equivalent basis, fell $79,000, or 0.8%, to $10.0
million for the three months ended June 30, 2004 compared to the same period last year, largely reflecting a decrease in the yield on average interest-earning assets, partially offset by growth in average interest-earning assets. The yield on
average interest-earning assets declined 71 basis points to 5.00% for the three months ended June 30, 2004, principally as a result of lower market rates of interest. The lower interest rate environment led to significant levels of loan prepayment
and refinancing volume as well as accelerated cash flows and premium amortization associated with the existing purchased loans and mortgage-backed securities portfolios. The proceeds from these activities were used to support loan growth and to
purchase adjustable rate loans and investment securities at lower yields. In addition, a portion of the Companys existing interest-sensitive assets repriced to reduced rates. Average interest-earning assets totaled $797.2 million for the three
months ended June 30, 2004 compared to $704.2 million for the same period last year, an increase of $93.0 million, or 13.2%. Average mortgage-backed securities rose $26.3 million, or 18.2%, mainly attributable to additional purchases, somewhat
offset by principal payments. Average loans increased $80.0 million, or 16.9%, primarily due to strong origination and refinancing volume and purchases of one-to four-family adjustable-rate mortgages, somewhat mitigated by amortization and
prepayments of existing loans and sales of longer-term, fixed-rate residential mortgages. Average equity securities expanded $11.2 million, or 34.8%, principally reflecting purchases of FHLB stock and mutual funds. Average U.S. Government and agency
securities balances fell $5.4 million as a result of sales in the second quarter of 2003. The reduction of $9.6 million in average trading securities reflects the liquidation of the portfolio during 2003 as a result of favorable market conditions.



Total interest expense declined $140,000, or 2.9%, to $4.8 million for the
three months ended June 30, 2004 from $4.9 million for the same period in 2003, resulting primarily from reduced rates paid on average interest-bearing liabilities, partially offset by growth in average interest-bearing liabilities. Rates paid on
average interest-bearing liabilities fell 45 basis points to 2.64% for the second quarter of 2004, largely reflecting a significant reduction in market interest rates and expanded lower-cost core deposits. The lower market interest rate environment
led to a decrease in rates paid for new deposits and borrowings as well as the repricing of a portion of the Companys outstanding deposits and borrowings. Average interest-bearing liabilities rose $91.0 million, or 14.3%, to $727.7 million for
the three months ended June 30, 2004 from $636.7 million for the comparable period in 2003 reflecting solid growth in interest-bearing deposits and an increase in FHLB advances to fund balance sheet expansion.



Provision for Loan Losses



The provision for loan losses decreased $29,000 to $47,000 in the second quarter of 2004
compared to $76,000 for the same period in 2003 primarily due to a reduction in the loan loss reserve percentage for purchased loans, partially offset by purchases of adjustable-rate residential loans totaling $95.4 million in 2004 and increase in
net charge-offs for the second quarter of 2004. The allowance for loan losses is maintained through provisions for loan losses.



Non-interest Income



Total non-interest income declined $1.2 million, or 43.5%, to $1.5 million for the second quarter of 2004 compared to $2.7 million for the same period in 2003. The 2003
results included net gains of $1.2 million from trading activities and $382,000 from loan sales. Excluding these items, non-interest income in the three months ended June 30, 2003 would have been $1.1 million. Fee income increased $292,000, or
36.8%, to $1.1 million in the second quarter of 2004 from $793,000 for the comparable period in 2003 reflecting expansion in core deposits and the impact of a new deposit service introduced in the second quarter of 2003. Insurance commissions
totaled $369,000 for the three months ended June 30, 2004 compared to $292,000 in the second quarter of 2003, an increase of $77,000, or 26.4%, mainly resulting from new customers gained as a result of successful marketing and business development
efforts. Other income increased $47,000 to $60,000 for the three months ended June 30, 2004 due to revenue recognized in 2004 associated with rental property



20



---

and bank-owned life insurance. Net gains from sales of loans totaled $382,000 for the second quarter of 2003 due to the
sale of $10.6 million of one-to four-family loans. The gains from loan sales are indicative of the Companys strategy to sell longer-term, lower coupon, fixed-rate mortgages. The Company realized no gains on loan sales during the three months
ended June 30, 2004 largely attributable to declining originations of longer-term, lower coupon, fixed rate mortgages. In connection with the recovery in stock prices in 2003, the Company realized net trading gains of $1.2 million related to sales
of certain securities and a positive valuation adjustment for the remaining portfolio.



Non-interest Expenses



Non-interest expenses increased
$176,000, or 4.0%, to $4.6 million for the three months ended June 30, 2004 compared to $4.4 million in the second quarter of 2003 largely attributable to higher salaries and benefits, occupancy and equipment and other general and adminstrative
expenses, partially offset by lower marketing and professional services costs. Salaries and benefits expenses rose $262,000, or 10.7%, to $2.7 million for the second quarter of 2004 reflecting additional staffing costs for a new full-service branch
in Chicopee opened in the fourth quarter of 2003, standard wage increases and increased benefit costs associated with the Companys higher stock price in 2004 compared to 2003. Occupancy and equipment costs increased $50,000, or 10.6%, mainly
as a result of the new full-service branch in Chicopee. Other general and administrative expenses expanded $51,000, or 7.7%, mainly due to increased costs associated with a larger account base, investment management services, purchased loans and
other real estate owned. Marketing costs dropped $76,000, or 34.5%, to $144,000 in the second quarter of 2004 primarily due to less promotional activities. Professional services expenses fell $111,000, or 30.0%, to $259,000 for the three months
ended June 30, 2004 largely resulting from consulting costs incurred in 2003 in connection with employee benefit plans, an information technology audit and a new deposit service initiated in 2003.



Income Taxes



The Companys income tax expense decreased $304,000, or 35.1%, to $562,000 for the second quarter of 2004 compared to $866,000 in 2003
primarily attributable to lower income before taxes. The Companys effective tax rate was 29.2% for the three months ended June 30, 2004 compared to 29.0% in 2003.



Comparison of Operating Results for the Six Months Ended June 30, 2004 and 2003



General



Net income decreased $603,000, or 17.7%, to $2.8 million for the six months ended June 30, 2004 compared to $3.4 million for the same period
last year. Diluted earnings per share fell 19.8% to $0.77 for the six months ended June 30, 2004 from $0.96 for the same period in 2003. The 2003 results included net gains of $785,000 from loan sales, $630,000 from trading activities, $415,000 from
security sales and $183,000 from the sale of a supermarket branch as well as a $539,000 penalty for the prepayment of certain FHLB advances and the net tax expense of $540,000 associated with these items. Excluding these items, net income for the
six months ended June 30, 2003 would have been $2.5 million, or $0.70 per diluted share. Several factors influenced the financial results for the first six months of 2004 including growth in average loans, investment securities and lower-costing
core deposits and expansion in fee income and insurance commissions, somewhat offset by net interest margin compression and higher provision for loan losses and non-interest expenses.



Analysis of Net Interest Income



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



The following table sets forth average balances, interest income and expense and yields earned or rates paid on the major categories of assets and liabilities for the
periods indicated. The average yields and costs are derived by dividing interest income or expense by the average balance of interest-earning assets or interest-bearing liabilities, respectively. The yields and costs are annualized. Average balances
are derived from average daily balances. The yields and costs include fees which are considered adjustments to yields. Loan interest and yield data does not include any accrued interest from nonaccruing loans.



21



---

|                                                                                  |  |                                   |         |          |      |        |                     |  |        |                 |  |          |         |  |                     |        |     |  |        |     
|--------------------------------------------------------------------------------- |  | --------------------------------- | ------- | -------- | ---- | ------ | ------------------- |  | ------ | --------------- |  | -------- | ------- |  | ------------------- | ------ | --- |  | ------ | ----
|                                                                                  |  | For the Six Months Ended June 30, |        
|                                                                                  |  | 2004                              |         |          | 2003 |       
|                                                                                  |  | Average Balance                   |         | Interest |      |        | Average Yield/ Rate |  |        | Average Balance |  | Interest |         |  | Average Yield/ Rate |       
|                                                                                  |  | (Dollars in Thousands)            |        
|Interest-earning assets: (1)                                                      |  |                                   |         |          |      |        |                     |  |        |                 |  |          |         |  |                     |        |     |  |        |     
|Available-for-sale investments:                                                   |  |                                   |         |          |      |        |                     |  |        |                 |  |          |         |  |                     |        |     |  |        |     
|Mortgage-backed securities                                                        |  | $                                 | 172,524 |          | $    | 3,774  |                     |  | 4.38   | %               |  | $        | 125,307 |  | $                   | 3,303  | (2) |  | 5.27   | %(2)
|U.S. Government and agency securities                                             |  |                                   | 5,337   |          |      | 121    |                     |  | 4.53   | %               |  |          | 13,493  |  |                     | 257    |     |  | 3.81   | %   
|Equity securities                                                                 |  |                                   | 43,386  |          |      | 1,013  |                     |  | 4.67   | %               |  |          | 33,801  |  |                     | 940    |     |  | 5.56   | %   
|State and municipal securities (3)                                                |  |                                   | 22,145  |          |      | 748    |                     |  | 6.76   | %               |  |          | 22,152  |  |                     | 739    |     |  | 6.67   | %   
|Trading securities                                                                |  |                                   |        |          |      |       |                     |  |       |                 |  |          | 12,272  |  |                     | 333    |     |  | 5.43   | %   
|Loans: (4)                                                                        |  |                                   |         |          |      |        |                     |  |        |                 |  |          |         |  |                     |        |     |  |        |     
|Residential real estate loans                                                     |  |                                   | 358,723 |          |      | 9,428  |                     |  | 5.26   | %               |  |          | 299,624 |  |                     | 9,250  |     |  | 6.17   | %   
|Commercial real estate loans                                                      |  |                                   | 68,966  |          |      | 2,150  |                     |  | 6.23   | %               |  |          | 67,643  |  |                     | 2,422  |     |  | 7.16   | %   
|Consumer loans                                                                    |  |                                   | 88,793  |          |      | 2,187  |                     |  | 4.95   | %               |  |          | 91,522  |  |                     | 2,552  |     |  | 5.62   | %   
|Commercial loans                                                                  |  |                                   | 15,360  |          |      | 409    |                     |  | 5.27   | %               |  |          | 11,659  |  |                     | 373    |     |  | 6.36   | %   
|                                                                                  |  |                                   |         |          |      |        |                     |  |        |                 |  |          |         |  |                     |        |     |  |        |     
|Loans, net                                                                        |  |                                   | 531,842 |          |      | 14,174 |                     |  | 5.33   | %               |  |          | 470,448 |  |                     | 14,597 |     |  | 6.21   | %   
|Other                                                                             |  |                                   | 2,765   |          |      | 9      |                     |  | 0.64   | %               |  |          | 9,040   |  |                     | 40     |     |  | 0.88   | %   
|                                                                                  |  |                                   |         |          |      |        |                     |  |        |                 |  |          |         |  |                     |        |     |  |        |     
|Total interest-earning assets                                                     |  |                                   | 777,999 |          |      | 19,839 |                     |  | 5.10   | %               |  |          | 686,513 |  |                     | 20,209 | (2) |  | 5.89   | %(2)
|                                                                                  |  |                                   |         |          |      |        |                     |  |        |                 |  |          |         |  |                     |        |     |  |        |     
|Noninterest-earning assets                                                        |  |                                   | 41,779  |          |      |        |                     |  |        |                 |  |          | 39,360  |  |                     |        |     |  |        |     
|                                                                                  |  |                                   |         |          |      |        |                     |  |        |                 |  |          |         |  |                     |        |     |  |        |     
|Total assets                                                                      |  | $                                 | 819,778 |          |      |        |                     |  |        |                 |  | $        | 725,873 |  |                     |        |     |  |        |     
|                                                                                  |  |                                   |         |          |      |        |                     |  |        |                 |  |          |         |  |                     |        |     |  |        |     
|Interest-bearing liabilities:                                                     |  |                                   |         |          |      |        |                     |  |        |                 |  |          |         |  |                     |        |     |  |        |     
|Deposits:                                                                         |  |                                   |         |          |      |        |                     |  |        |                 |  |          |         |  |                     |        |     |  |        |     
|Money market accounts                                                             |  | $                                 | 63,864  |          | $    | 357    |                     |  | 1.12   | %               |  | $        | 52,827  |  | $                   | 358    |     |  | 1.37   | %   
|Savings accounts (5)                                                              |  |                                   | 86,680  |          |      | 241    |                     |  | 0.56   | %               |  |          | 79,945  |  |                     | 394    |     |  | 0.99   | %   
|NOW accounts                                                                      |  |                                   | 60,814  |          |      | 123    |                     |  | 0.41   | %               |  |          | 63,398  |  |                     | 228    |     |  | 0.73   | %   
|Certificates of deposit (6)                                                       |  |                                   | 186,232 |          |      | 2,393  |                     |  | 2.58   | %               |  |          | 170,774 |  |                     | 2,509  |     |  | 2.96   | %   
|                                                                                  |  |                                   |         |          |      |        |                     |  |        |                 |  |          |         |  |                     |        |     |  |        |     
|Total interest-bearing deposits                                                   |  |                                   | 397,590 |          |      | 3,114  |                     |  | 1.58   | %               |  |          | 366,944 |  |                     | 3,489  |     |  | 1.92   | %   
|Borrowings                                                                        |  |                                   | 310,286 |          |      | 6,241  |                     |  | 3.98   | %               |  |          | 252,664 |  |                     | 6,170  |     |  | 4.86   | %   
|                                                                                  |  |                                   |         |          |      |        |                     |  |        |                 |  |          |         |  |                     |        |     |  |        |     
|Total interest-bearing liabilities                                                |  |                                   | 707,876 |          |      | 9,355  |                     |  | 2.66   | %               |  |          | 619,608 |  |                     | 9,659  |     |  | 3.14   | %   
|                                                                                  |  |                                   |         |          |      |        |                     |  |        |                 |  |          |         |  |                     |        |     |  |        |     
|Demand deposits                                                                   |  |                                   | 27,902  |          |      |        |                     |  |        |                 |  |          | 24,509  |  |                     |        |     |  |        |     
|Other noninterest-bearing liabilities                                             |  |                                   | 4,167   |          |      |        |                     |  |        |                 |  |          | 5,554   |  |                     |        |     |  |        |     
|                                                                                  |  |                                   |         |          |      |        |                     |  |        |                 |  |          |         |  |                     |        |     |  |        |     
|Total liabilities                                                                 |  |                                   | 739,945 |          |      |        |                     |  |        |                 |  |          | 649,671 |  |                     |        |     |  |        |     
|Total stockholders equity                                                        |  |                                   | 79,833  |          |      |        |                     |  |        |                 |  |          | 76,202  |  |                     |        |     |  |        |     
|                                                                                  |  |                                   |         |          |      |        |                     |  |        |                 |  |          |         |  |                     |        |     |  |        |     
|Total liabilities and stockholders equity                                        |  | $                                 | 819,778 |          |      |        |                     |  |        |                 |  | $        | 725,873 |  |                     |        |     |  |        |     
|                                                                                  |  |                                   |         |          |      |        |                     |  |        |                 |  |          |         |  |                     |        |     |  |        |     
|Net interest-earning assets                                                       |  | $                                 | 70,123  |          |      |        |                     |  |        |                 |  | $        | 66,905  |  |                     |        |     |  |        |     
|                                                                                  |  |                                   |         |          |      |        |                     |  |        |                 |  |          |         |  |                     |        |     |  |        |     
|Tax equivalent net interest income/interest rate spread (7)                       |  |                                   |         |          |      | 10,484 |                     |  | 2.44   | %               |  |          |         |  |                     | 10,550 | (2) |  | 2.75   | %(2)
|                                                                                  |  |                                   |         |          |      |        |                     |  |        |                 |  |          |         |  |                     |        |     |  |        |     
|Tax equivalent net interest margin as a percentage of interest-earning assets (8) |  |                                   |         |          |      |        |                     |  | 2.70   | %               |  |          |         |  |                     |        |     |  | 3.07   | %(2)
|                                                                                  |  |                                   |         |          |      |        |                     |  |        |                 |  |          |         |  |                     |        |     |  |        |     
|Ratio of interest-earning assets to interest-bearing liabilities                  |  |                                   |         |          |      |        |                     |  | 109.91 | %               |  |          |         |  |                     |        |     |  | 110.80 | %   
|                                                                                  |  |                                   |         |          |      |        |                     |  |        |                 |  |          |         |  |                     |        |     |  |        |     
|Less: tax equivalent adjustment (3)                                               |  |                                   |         |          |      | (254   | )                   |  |        |                 |  |          |         |  |                     | (251   | )   |  |        |     
|                                                                                  |  |                                   |         |          |      |        |                     |  |        |                 |  |          |         |  |                     |        |     |  |        |     
|Net interest income as reported on income statement                               |  |                                   |         |          | $    | 10,230 |                     |  |        |                 |  |          |         |  | $                   | 10,299 | (2) |  |        |     
|                                                                                  |  |                                   |         |          |      |        |                     |  |        |                 |  |          |         |  |                     |        |     |  |        |     

---

|(1) | Includes related assets available-for-sale and unamortized discounts and premiums.
|--- | ----------------------------------------------------------------------------------

|(2) | Excludes effect of negative adjustment to mortgage-backed securities interest income of $197,000.
|--- | -------------------------------------------------------------------------------------------------

|(3) | State and municipal securities income and net interest income are presented on a tax equivalent basis using a tax rate of 34%. The tax equivalent adjustment is deducted from tax
equivalent net interest income to agree to the amount reported in the income statement.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Amount is net of deferred loan origination costs, unadvanced loan funds, allowance for loan losses and includes nonaccrual loans. The Company records interest income on nonaccruing
loans on a cash basis.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Savings accounts include mortgagors escrow deposits.
|--- | -----------------------------------------------------

|(6) | Certificates of deposit include brokered deposits.
|--- | --------------------------------------------------

|(7) | Tax equivalent net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing
liabilities.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) | Tax equivalent net interest margin represents tax equivalent net interest income divided by average interest-earning assets.
|--- | ----------------------------------------------------------------------------------------------------------------------------



22



---

The following table presents the extent to which changes in interest rates and changes in the volume of interest-earning
assets and interest-bearing liabilities have affected the Companys tax equivalent interest income and interest expense during the periods indicated. Information is provided in each category with respect to: (i) changes attributable to changes
in volume (changes in volume multiplied by prior rate); (ii) changes attributable to changes in rate (changes in rate multiplied by prior volume); and (iii) the net change. The changes attributable to the combined impact of volume and rate have been
allocated proportionately to the changes due to volume and the changes due to rate.



|                                                   |  |                                                 |       |   |      |   |        |   |  |   |      |  
|-------------------------------------------------- |  | ----------------------------------------------- | ----- | - | ---- | - | ------ | - |  | - | ---- | -
|                                                   |  | Six Months Ended June 30, 2004 compared to 2003 |      
|                                                   |  | Increase (Decrease) Due to                      |       |   | Net  |  
|                                                   |  | Volume                                          |       |   | Rate |   |       
|                                                   |  | (In Thousands)                                  |      
|Interest-earning assets:                           |  |                                                 |       |   |      |   |        |   |  |   |      |  
|Mortgage-backed securities (1)                     |  | $                                               | 1,099 |   |      | $ | (628   | ) |  | $ | 471  |  
|U.S. Government and agency securities              |  |                                                 | (178  | ) |      |   | 42     |   |  |   | (136 | )
|Equity securities                                  |  |                                                 | 240   |   |      |   | (167   | ) |  |   | 73   |  
|State and municipal securities (2)                 |  |                                                 |      |   |      |   | 9      |   |  |   | 9    |  
|Trading account securities                         |  |                                                 | (166  | ) |      |   | (167   | ) |  |   | (333 | )
|Loans:                                             |  |                                                 |       |   |      |   |        |   |  |   |      |  
|Residential real estate loans                      |  |                                                 | 1,670 |   |      |   | (1,492 | ) |  |   | 178  |  
|Commercial real estate loans                       |  |                                                 | 46    |   |      |   | (318   | ) |  |   | (272 | )
|Consumer loans                                     |  |                                                 | (73   | ) |      |   | (292   | ) |  |   | (365 | )
|Commercial loans                                   |  |                                                 | 107   |   |      |   | (71    | ) |  |   | 36   |  
|                                                   |  |                                                 |       |   |      |   |        |   |  |   |      |  
|Total loans                                        |  |                                                 | 1,750 |   |      |   | (2,173 | ) |  |   | (423 | )
|Other                                              |  |                                                 | (22   | ) |      |   | (9     | ) |  |   | (31  | )
|                                                   |  |                                                 |       |   |      |   |        |   |  |   |      |  
|Total interest-earning assets (1)                  |  |                                                 | 2,723 |   |      |   | (3,093 | ) |  |   | (370 | )
|                                                   |  |                                                 |       |   |      |   |        |   |  |   |      |  
|Interest-bearing liabilities:                      |  |                                                 |       |   |      |   |        |   |  |   |      |  
|Deposits:                                          |  |                                                 |       |   |      |   |        |   |  |   |      |  
|Money market accounts                              |  |                                                 | 69    |   |      |   | (70    | ) |  |   | (1   | )
|Savings accounts (3)                               |  |                                                 | 31    |   |      |   | (184   | ) |  |   | (153 | )
|NOW accounts                                       |  |                                                 | (9    | ) |      |   | (96    | ) |  |   | (105 | )
|Certificates of deposit (4)                        |  |                                                 | 219   |   |      |   | (335   | ) |  |   | (116 | )
|                                                   |  |                                                 |       |   |      |   |        |   |  |   |      |  
|Total deposits                                     |  |                                                 | 310   |   |      |   | (685   | ) |  |   | (375 | )
|Borrowings                                         |  |                                                 | 1,291 |   |      |   | (1,220 | ) |  |   | 71   |  
|                                                   |  |                                                 |       |   |      |   |        |   |  |   |      |  
|Total interest-bearing liabilities                 |  |                                                 | 1,601 |   |      |   | (1,905 | ) |  |   | (304 | )
|                                                   |  |                                                 |       |   |      |   |        |   |  |   |      |  
|Increase (decrease) in net interest income (1) (5) |  | $                                               | 1,122 |   |      | $ | (1,188 | ) |  | $ | (66  | )
|                                                   |  |                                                 |       |   |      |   |        |   |  |   |      |  

---

|(1) | Excludes effect of negative adjustment to mortgage-backed securities interest income of $197,000.
|--- | -------------------------------------------------------------------------------------------------

|(2) | The changes in state and municipal income are reflected on a tax equivalent basis using a tax rate of 34%.
|--- | ----------------------------------------------------------------------------------------------------------

|(3) | Includes interest on mortgagors escrow deposits.
|--- | -------------------------------------------------

|(4) | Includes interest on brokered certificates of deposit.
|--- | ------------------------------------------------------

|(5) | The changes in net interest income are reflected on a tax equivalent basis and thus do not correspond to the income statement.
|--- | ------------------------------------------------------------------------------------------------------------------------------



23



---

Net interest income, on a tax equivalent basis, decreased $66,000, or 0.6%, to $10.5 million for the six months ended
June 30, 2004 compared to $10.6 million for the same period in 2003, mainly driven by net interest margin contraction, partially offset by growth in average interest-earning assets. Net interest margin, on a tax equivalent basis, compressed 37 basis
points to 2.70% for the six months ended June 30, 2004 from the comparable period in 2003 primarily resulting from reduced yields on interest-earning assets, somewhat mitigated by a lower cost of funds.



Interest and dividend income, on a tax equivalent basis, fell $370,000, or 1.8%, to $19.8
million for the six months ended June 30, 2004 compared to $20.2 million for the same period last year, largely reflecting a decrease in the yield on average interest-earning assets, partially offset by growth in average interest-earning assets. The
yield on average interest-earning assets declined 79 basis points to 5.10% for the six months ended June 30, 2004, principally as a result of lower market rates of interest. The lower interest rate environment led to significant levels of loan
prepayment and refinancing volume as well as accelerated cash flows and premium amortization associated with the existing purchased loans and mortgage-backed securities portfolios. The proceeds from these activities were used to support loan growth
and to purchase adjustable rate loans and investment securities at lower yields. In addition, a portion of the Companys existing interest-sensitive assets repriced to reduced rates. Average interest-earning assets totaled $778.0 million for
the six months ended June 30, 2004 compared to $686.5 million for the same period last year, an increase of $91.5 million, or 13.3%. Average mortgage-backed securities rose $47.2 million, or 37.7%, mainly attributable to additional purchases,
somewhat offset by principal payments. Average loans increased $61.4 million, or 13.1%, primarily due to strong origination and refinancing volume and purchases of one-to four-family adjustable-rate mortgages, somewhat mitigated by amortization and
prepayments of existing loans and sales of longer-term, fixed-rate residential mortgages. Average equity securities expanded $9.6 million, or 28.4%, principally reflecting purchases of FHLB stock and mutual funds. Average U.S. Government and agency
securities balances fell $8.2 million as a result of sales in the second quarter of 2003. The reduction of $12.3 million in average trading securities reflects the liquidation of the portfolio during 2003 as a result of favorable market conditions.



Total interest expense declined $304,000, or 3.1%, to $9.4 million for the six
months ended June 30, 2004 from $9.7 million for the same period in 2003, resulting primarily from reduced rates paid on average interest-bearing liabilities, partially offset by growth in average interest-bearing liabilities. Rates paid on average
interest-bearing liabilities fell 48 basis points to 2.66% for the six months ended June 30, 2004, largely reflecting a significant reduction in market interest rates and expanded lower-cost core deposits. The lower market interest rate environment
led to a decrease in rates paid for new deposits and borrowings as well as the repricing of a portion of the Companys outstanding deposits and borrowings. Average interest-bearing liabilities rose $88.3 million, or 14.2%, to $707.9 million for
the six months ended June 30, 2004 from $619.6 million for the comparable period in 2003 reflecting solid growth in interest-bearing deposits and an increase in FHLB advances to fund balance sheet expansion.



Provision for Loan Losses



The provision for loan losses increased $121,000 to $197,000 in the six months ended June
30, 2004 compared to $76,000 for the same period in 2003 primarily due to purchases of adjustable-rate residential loans totaling $95.4 million in 2004, a large reduction in loan sales from $21.7 million in 2003 to $3.1 million in 2004 and a
decrease in non-performing loans in 2003, somewhat offset by net recoveries totaling $34,000 for the six months ended June 30, 2004 compared to net charge-offs of $11,000 in 2003. The allowance for loan losses is maintained through provisions for
loan losses.



Non-interest Income



Total non-interest income declined $569,000, or 15.4%, to $3.1 million for the six months
ended June 30, 2004 compared to $3.7 million for the same period in 2003. The 2003 results included net gains of $785,000 from loan sales, $630,000 from trading activities, $415,000 from security sales and $183,000 from the sale of a supermarket
branch as well as a $539,000 penalty for the prepayment of certain FHLB advances. Excluding these items, non-interest income in the six months ended June 30, 2003 would have been $2.2 million. Fee income increased $577,000, or 37.3%, to $2.1 million
in the six months ended June 30, 2004 from $1.5



24



---

million for the comparable period in 2003 reflecting expansion in core deposits and the impact of the new deposit service
introduced in the six months ended June 30, 2003. Insurance commissions totaled $792,000 for the six months ended June 30, 2004 compared to $655,000 in the same period last year, an increase of $137,000, or 20.9%, mainly resulting from new customers
gained as a result of successful marketing and business development efforts. Other income increased $111,000 to $130,000 for the first six months of 2004 due to revenue recognized in 2004 associated with rental property and bank-owned life
insurance. Gain on sales of loans declined $705,000 to $80,000 for the six months ended June 30, 2004 compared to $785,000 for the same period in 2003 as only $3.1 million of one-to four-family loans were sold in 2004 compared to $21.7 million in
2003. In connection with the recovery in stock prices in 2003, the Company realized net trading gains of $630,000 related to sales of certain securities and a positive valuation adjustment for the remaining portfolio.



Non-interest Expenses



Non-interest expenses increased $230,000, or 2.6%, to $9.2 million for the six months ended
June 30, 2004 compared to $9.0 million in the same period in 2003 principally attributable to higher salaries and benefits costs, partially offset by lower marketing and professional services expenses. Salaries and benefits expenses rose $571,000,
or 11.6%, to $5.5 million for six months ended June 30, 2004 reflecting additional staffing costs for the new full-service branch in Chicopee, standard wage increases and increased benefit costs associated with the Companys higher stock price
in 2004 compared to 2003. Marketing costs dropped $149,000, or 39.9%, to $224,000 in the six months ended June 30, 2004 primarily due to less promotional activities. Professional services expenses fell $231,000, or 30.4%, to $530,000 for the six
months ended June 30, 2004 largely resulting from consulting costs incurred in 2003 in connection with employee benefit plans, an information technology audit and a new deposit service initiated in 2003.



Income Taxes



The Companys income tax expense decreased $189,000, or 13.9%, to $1.2 million for the six months ended June 30, 2004 compared to $1.4
million in 2003 primarily attributable to lower income before taxes, partially offset by an increase in the effective tax rate. The Companys effective tax rate rose to 29.5% for the six months ended June 30, 2004 from 28.6% in 2003 principally
as a result of the impact of the dividends received deduction realized in 2003. As a result of the liquidation of the trading securities portfolio in 2003, the Company no longer receives the benefit of the preferential treatment for such income.



25



---

Liquidity



Liquidity and funding strategies are the responsibility of the Companys Asset Liability Management Committee (ALCO). The ALCO is responsible for
establishing liquidity targets and implementing strategies to meet desired goals. Liquidity is measured by the Companys ability to raise cash within 30 days at a reasonable cost and with a minimum of loss. The Banks primary sources of
funds are deposits, principal and interest payments on loans and investment securities and borrowings from the FHLB-Boston. While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit outflows and
mortgage prepayments are greatly influenced by general interest rates, economic conditions and competition.



The primary source of funding for the Corporation is dividends from the Bank. These funds have been used to pay dividends and to repurchase the Corporations common stock. The Banks ability to pay dividends
and other capital distributions to the Corporation is generally limited by Massachusetts banking regulations and regulations of the Federal Deposit Insurance Corporation. Additionally, the Massachusetts Banking Commissioner and the Federal Deposit
Insurance Corporation may prohibit the payment of dividends by the Bank to the Corporation that are otherwise permissible by regulation for safety and soundness reasons.



The primary investing activities of the Company are the origination of one-to four-family mortgage loans and consumer loans, primarily home
equity loans and lines of credit, and, to a lesser extent, the origination of other types of loans, purchases of one-to four-family adjustable-rate mortgages and investments in mortgage-backed, debt and equity securities. During the six months ended
June 30, 2004, the Companys loan originations and purchases totaled $67.6 million and $95.4 million, respectively. At June 30, 2004, the Companys investments in mortgage-backed, other debt and equity securities totaled $236.0 million.



These activities are funded primarily by principal and interest payments on
loans and investment securities, deposit growth and the utilization of FHLB advances. The Company experienced a $27.7 million net increase in total deposits during the six months ended June 30, 2004, including the net issuance of $19.3 million in
brokered deposits. Deposit flows are affected by the overall level of interest rates, the interest rates and products offered by the Company and its local competitors, as well as other factors. The Company closely monitors its liquidity position on
a daily basis. If the Company requires funds beyond its ability to generate them internally, additional sources of funds are available through FHLB advances. At June 30, 2004, the Company had $338.7 million of outstanding FHLB borrowings.



During the six months ended June 30, 2004, the Company sold $3.1 million of
longer-term, lower-coupon, fixed rate residential mortgages. The Company normally originates fixed- and adjustable-rate loans for its portfolio. However, an analysis of the Companys interest rate profile and the low rates at which these loans
were originated led management to determine that these assets should be sold and the proceeds redeployed. The sale of these loans reduced the amount of high quality collateral available to be pledged as security for borrowings in the secondary
market. The Company will continue to evaluate the sale of additional longer-term, lower coupon, fixed-rate residential mortgages during the remainder of 2004.



At June 30, 2004, the Company had outstanding commitments to originate $25.5 million of loans and to purchase $2.4 million of one-to four-family adjustable-rate
mortgages. Management of the Company anticipates that it will have sufficient funds available to meet its current loan commitments. Retail certificates of deposit scheduled to mature in one year or less from June 30, 2004 totaled $90.2 million. The
Company relies primarily on competitive rates, customer service, and long-standing relationships with customers to retain deposits. From time to time, the Company will also offer competitive special products to its customers to increase retention
and to attract new deposits. Based upon the Companys experience with deposit retention and current retention strategies, management believes that, although it is not possible to predict future terms and conditions upon renewal, a significant
portion of such deposits will remain with the Company.



26



---

Off-Balance Sheet Arrangements



Information relating to Off-Balance Sheet Arrangements is presented in the Securities and Exchange Commission Form 10-K filed by the Company
for the year ended December 31, 2003. There have been no material changes in the Companys off-balance sheet arrangements since December 31, 2003.



Payments Due Under Contractual Obligations



Information relating to payments due under contractual obligations is presented in the Securities and Exchange Commission Form 10-K filed by the Company for the year
ended December 31, 2003. Since December 31, 2003, the Company has entered into lease agreements for a new branch in Longmeadow, Massachusetts and a new facility in Feeding Hills, Massachusetts. Both leases are expected to commence in the fourth
quarter of 2004. The operating lease for the Longmeadow branch requires payments of $201,000 due within one year, $402,000 in years 1-3, $424,000 in years 3-5 and $2.5 million in more than 5 years. The operating lease for the Feeding Hills branch
requires payments of $120,000 due within one year, $240,000 in years 1-3 and $240,000 in years 3-5. The Company has the right to extend these agreements for two five-year periods.



The Company also increased its long-term debt to $266,733 at June 30, 2004 from $248,598 at December 31, 2003. Long-term debt consists of
FHLB advances scheduled to mature after June 30, 2005. The FHLB advance agreements require payments of $6.8 million due within one year, $118.2 million in years 1-3, $51.7 million in years 3-5 and $90 million in more than 5 years. There were no
other material changes in the Companys payments due under contractual obligations.



Regulatory Capital



Under FDIC
regulations, federally insured state-chartered banks that are not members of the Federal Reserve System (state non-member banks), such as the Bank, are required to comply with minimum leverage capital requirements. For an institution
determined by the FDIC to not be anticipating or experiencing significant growth and to be in general a strong banking organization, rated composite 1 under the Uniform Financial Institutions Rating System (the Rating System) established
by the Federal Financial Institutions Examination Council, the minimum capital leverage requirement is a ratio of Tier 1 capital to total assets of 3%. For all other institutions, the minimum leverage capital ratio is not less than 4%. Tier 1
capital is the sum of common stockholders equity, noncumulative perpetual preferred stock (including any related surplus) and minority investments in certain subsidiaries, less intangible assets (except for certain servicing rights and credit
card relationships) and a percentage of certain nonfinancial equity investments.



The Bank must also comply with FDIC risk-based capital guidelines. The FDIC guidelines require state non-member banks to maintain certain levels of regulatory capital in relation to regulatory risk-weighted assets. The ratio of regulatory
capital to regulatory risk-weighted assets is referred to as the Banks risk-based capital ratio. Risk-based capital ratios are determined by allocating assets and specified off-balance sheet items to four risk-weighted categories
ranging from 0% to 100%, with higher levels of capital being required for the categories perceived as representing greater risk. For example, under the FDICs risk-weighting system, cash and securities backed by the full faith and credit of the
U.S. Government are given a 0% risk weight, loans secured by one- to four-family residential properties generally have a 50% risk weight and commercial loans have a risk weighting of 100%.



State non-member banks must maintain a minimum ratio of total capital to risk-weighted assets
of at least 8%, of which at least one-half must be Tier 1 capital. Total capital consists of Tier 1 capital plus Tier 2 or supplementary capital items, which include allowances for loan losses in an amount of up to 1.25% of risk-weighted assets,
cumulative preferred stock, a portion of the net unrealized gain on equity securities and other capital instruments. The includable amount of Tier 2 capital cannot exceed the amount of the institutions Tier 1 capital. Management believes, as
of June 30, 2004 and December 31, 2003, that the Bank met all capital adequacy requirements to which it was subject.



The Federal Deposit Insurance Corporation Improvement Act (FDICIA) required each federal banking agency to revise its risk-based capital standards for insured
institutions to ensure that those standards take



27



---

adequate account of interest-rate risk, concentration of credit risk, and the risk of nontraditional activities, as well
as to reflect the actual performance and expected risk of loss on multi-family residential loans. The FDIC, along with the other federal banking agencies, has adopted a regulation providing that the agencies will take into account the exposure of a
banks capital and economic value to changes in interest rate risk in assessing a banks capital adequacy. Banks with specified amounts of trading activity may be subject to adjustments to its risk-based capital requirement to ensure
adequate capital to support market risk.



As of June 30, 2004, the most recent
notification from the Federal Deposit Insurance Company categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, an institution must maintain minimum total
risk-based, Tier 1 risk-based and Tier 1 leverage ratios as set forth in the following tables. There are no conditions or events since that notification that management believes have changed the Banks category. As a savings and loan holding
company regulated by the Office of Thrift Supervision, the Company is not, under current law, subject to any separate regulatory capital requirements.



The Companys and Banks actual capital amounts and ratios as of June 30, 2004 and December 31, 2003 are presented in the table.



|                                       |  |                |        |       |                                       |   |        |                                                                          |        |  |     |        |  |       |        |  |      |  
|-------------------------------------- |  | -------------- | ------ | ----- | ------------------------------------- | - | ------ | ------------------------------------------------------------------------ | ------ |  | --- | ------ |  | ----- | ------ |  | ---- | -
|                                       |  | Actual         |        |       | Minimum for Capital Adequacy Purposes |   |        | Minimum to be Well Capitalized Under Prompt Corrective Action Provisions |       
|                                       |  | Amount         |        | Ratio |                                       |   | Amount |                                                                          | Ratio  |  |     | Amount |  | Ratio |       
|                                       |  | (In Thousands) |       
|As of June 30, 2004                    |  |                |        |       |                                       |   |        |                                                                          |        |  |     |        |  |       |        |  |      |  
|Total Capital to Risk Weighted Assets  |  |                |        |       |                                       |   |        |                                                                          |        |  |     |        |  |       |        |  |      |  
|Company                                |  | $              | 79,153 |       | 14.9                                  | % |        |                                                                          | N/A    |  | N/A |        |  |       | N/A    |  | N/A  |  
|Bank                                   |  | $              | 69,861 |       | 13.1                                  | % |        | $                                                                        | 42,501 |  | 8.0 | %      |  | $     | 53,126 |  | 10.0 | %
|                                       |  |                |        |       |                                       |  
|Tier 1 Capital to Risk Weighted Assets |  |                |        |       |                                       |   |        |                                                                          |        |  |     |        |  |       |        |  |      |  
|Company                                |  | $              | 75,617 |       | 14.2                                  | % |        |                                                                          | N/A    |  | N/A |        |  |       | N/A    |  | N/A  |  
|Bank                                   |  | $              | 66,325 |       | 12.5                                  | % |        | $                                                                        | 21,251 |  | 4.0 | %      |  | $     | 31,876 |  | 6.0  | %
|                                       |  |                |        |       |                                       |  
|Tier 1 Capital to Average Assets       |  |                |        |       |                                       |   |        |                                                                          |        |  |     |        |  |       |        |  |      |  
|Company                                |  | $              | 75,617 |       | 9.1                                   | % |        |                                                                          | N/A    |  | N/A |        |  |       | N/A    |  | N/A  |  
|Bank                                   |  | $              | 66,325 |       | 7.9                                   | % |        | $                                                                        | 33,388 |  | 4.0 | %      |  | $     | 41,735 |  | 5.0  | %
|                                       |  |                |        |       |                                       |  
|As of December 31, 2003:               |  |                |        |       |                                       |   |        |                                                                          |        |  |     |        |  |       |        |  |      |  
|Total Capital to Risk Weighted Assets  |  |                |        |       |                                       |   |        |                                                                          |        |  |     |        |  |       |        |  |      |  
|Company                                |  | $              | 76,414 |       | 15.9                                  | % |        |                                                                          | N/A    |  | N/A |        |  |       | N/A    |  | N/A  |  
|Bank                                   |  | $              | 65,200 |       | 13.5                                  | % |        | $                                                                        | 38,504 |  | 8.0 | %      |  | $     | 48,130 |  | 10.0 | %
|                                       |  |                |        |       |                                       |  
|Tier 1 Capital to Risk Weighted Assets |  |                |        |       |                                       |   |        |                                                                          |        |  |     |        |  |       |        |  |      |  
|Company                                |  | $              | 73,107 |       | 15.2                                  | % |        |                                                                          | N/A    |  | N/A |        |  |       | N/A    |  | N/A  |  
|Bank                                   |  | $              | 61,893 |       | 12.9                                  | % |        | $                                                                        | 19,252 |  | 4.0 | %      |  | $     | 28,878 |  | 6.0  | %
|                                       |  |                |        |       |                                       |  
|Tier 1 Capital to Average Assets       |  |                |        |       |                                       |   |        |                                                                          |        |  |     |        |  |       |        |  |      |  
|Company                                |  | $              | 73,107 |       | 9.3                                   | % |        |                                                                          | N/A    |  | N/A |        |  |       | N/A    |  | N/A  |  
|Bank                                   |  | $              | 61,893 |       | 7.9                                   | % |        | $                                                                        | 31,327 |  | 4.0 | %      |  | $     | 39,159 |  | 5.0  | %



28



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Item 3. Quantitative and Qualitative Disclosures About Market Risk



Information regarding quantitative and qualitative disclosures about market risk is presented in the Securities and Exchange Commission Form 10-K filed by the Company for the year ended December 31, 2003. Following is
a discussion of material changes to the Companys market risk disclosures since December 31, 2003.



Item 4. Controls and Procedures



The
Companys management, including the Companys principal executive officer and principal financial officer, have evaluated the effectiveness of the Companys disclosure controls and procedures, as such term is defined in
Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended, (the Exchange Act). Based upon their evaluation, the principal executive officer and principal financial officer concluded that, as of the end of the
period covered by this report, the Companys disclosure controls and procedures were effective for the purpose of ensuring that the information required to be disclosed in the reports that the Company files or submits under the Exchange Act
with the Securities and Exchange Commission (the SEC) (1) is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms, and (2) is accumulated and communicated to the Companys
management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.



29



---

PART II. OTHER INFORMATION



Item 1. Legal Proceedings.



The Company
is not involved in any pending legal proceedings other than routine legal proceedings occurring in the ordinary course of business. Such routine legal proceedings, in the aggregate, are believed by management to be immaterial to the financial
condition and results of operations of the Company.



Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities.



The following table provides information regarding the Companys purchases of its equity securities during the three months ended June 30, 2004.



|                  |  |                                                 |  |                                            |       |                                                                                                     |        |                                                                                                                             |       
|----------------- |  | ----------------------------------------------- |  | ------------------------------------------ | ----- | --------------------------------------------------------------------------------------------------- | ------ | --------------------------------------------------------------------------------------------------------------------------- | ------
|Period            |  | (a) Total Number of Shares (or Units) Purchased |  | (b) Average Price Paid Per Share (or Unit) |       | (c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs (1) |        | (d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under
the Plans or Programs
|April 1 -30, 2004 |  | 3,355                                           |  | $                                          | 33.95 |                                                                                                     | 3,355  |                                                                                                                             | 27,340
|                  |  |                                                 |  |                                           
|May 1 -31, 2004   |  | 10,347                                          |  |                                            | 30.68 |                                                                                                     | 10,347 |                                                                                                                             | 16,993
|                  |  |                                                 |  |                                           
|June 1 -30, 2004  |  | 383                                             |  |                                            | 32.90 |                                                                                                     | 383    |                                                                                                                             | 16,610
|                  |  |                                                 |  |                                           
|Total             |  | 14,085                                          |  | $                                          | 31.52 |                                                                                                     | 14,085 |                                                                                                                             | NA    

---

|(1) | The Company has purchased all shares in open market purchases pursuant to a repurchase plan announced on November 2, 2001. In accordance with this plan, the Company intends to
purchase up to 373,952 shares, from time to time, subject to market conditions. This plan will continue until it is completed or terminated by the Board of Directors. No plans expired during the three months ended June 30, 2004. The Company has no
plans that it has elected to terminate prior to expiration or under which it does not intend to make further purchases.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Item 3. Defaults Upon Senior Securities.



None.



30



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Item 4. Submission of Matters to a Vote of Security Holders.



| | a. | An annual meeting of shareholders of the Company was held on April 28, 2004 (the Annual Meeting).
| | -- | ---------------------------------------------------------------------------------------------------



| | b. | Not applicable.
| | -- | ---------------



| | c. | The items voted upon at the Annual Meeting and the vote for each proposal were as follows:
| | -- | ------------------------------------------------------------------------------------------



| | 1. | Election of directors for a three-year term.
| | -- | --------------------------------------------



|                                               |  |           |  |         
|---------------------------------------------- |  | --------- |  | --------
|Director Nominees Elected For Three Year
Term: |  | For       |  | Withheld
|Joseph P. Keenan                               |  | 3,359,677 |  | 15,278  
|Carmen J. Mascaro                              |  | 3,345,456 |  | 29,499  
|Richard L. Pomeroy                             |  | 3,345,001 |  | 29,954  
|Ann V. Schultz                                 |  | 3,299,652 |  | 75,303  



| | 2. | The ratification and approval of the Woronoco Bancorp, Inc. 2004 Equity Compensation Plan.
| | -- | ------------------------------------------------------------------------------------------



|          |  |         |  |         |  |                 
|--------- |  | ------- |  | ------- |  | ----------------
|For       |  | Against |  | Abstain |  | Broker Non-Votes
|2,078,523 |  | 318,737 |  | 58,299  |  | 919,396         



| | 3. | The ratification of the appointment of Wolf & Company, P.C. as independent auditors of the Company for the fiscal year ending December 31, 2004.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------



|          |  |         |  |        
|--------- |  | ------- |  | -------
|For       |  | Against |  | Abstain
|3,352,107 |  | 8,401   |  | 14,447 



Item 5. Other Information.



None.



31



---

Item 6. Exhibits and Reports on Form 8-K (§249.308 of this Chapter).



| | (a) | Exhibits
| | --- | --------



|     |  |                                                                                                                  
|---- |  | -----------------------------------------------------------------------------------------------------------------
|     | 
|3.1  |  | Certificate of Incorporation of Woronoco Bancorp, Inc. (1)                                                       
|     | 
|3.2  |  | Amended Bylaws of Woronoco Bancorp, Inc. (2)                                                                     
|     | 
|4.0  |  | Stock Certificate of Woronoco Bancorp, Inc. (1)                                                                  
|     | 
|10.1 |  | Woronoco Bancorp, Inc. 2004 Equity Compensation Plan (3)                                                         
|     | 
|11.0 |  | Statement Re: Computation of Per Share Earnings (Incorporated Herein By Reference to Part 1  Earnings Per Share)
|     | 
|31.0 |  | Certifications pursuant to Rule 13a-14(a)/15d-14(a)                                                              
|     | 
|32.0 |  | Certifications pursuant to 18 U.S.C. Section 1350                                                                

---

|(1) | Incorporated by reference into this document from the Exhibits filed with the Registration Statement on Form S-1, and any amendments thereto, Registration No. 333-67255.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Incorporated by reference into this document from the Exhibits filed with the Form 10-Q filed on November 14, 2002.
|--- | -------------------------------------------------------------------------------------------------------------------

|(3) | Incorporated by reference into this document from the proxy statement filed on March 22, 2004.
|--- | ----------------------------------------------------------------------------------------------



| | (b) | Reports on Form 8-K
| | --- | -------------------



On July 22, 2004, Woronoco Bancorp, Inc. furnished a Form 8-K in which it announced the financial results for the three and six months ended June 30,
2004. The press release announcing the financial results for the three and six months ended June 30, 2004 was filed by exhibit.



32



---

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, thereunto duly authorized.



|                      |  |                        |  |                                             
|--------------------- |  | ---------------------- |  | --------------------------------------------
|                      |  | WORONOCO BANCORP, INC.
|                      |  |                       
|Dated: August 9, 2004 |  | By:                    |  | /s/ Cornelius D. Mahoney                    
|                      |  |                        |  | Cornelius D. Mahoney                        
|                      |  |                        |  | Chairman of the Board, President and        
|                      |  |                        |  | Chief Executive Officer                     
|                      |  |                        |  | (principal executive officer)               
|                      |  |                       
|Dated: August 9, 2004 |  | By:                    |  | /s/ Debra L. Murphy                         
|                      |  |                        |  | Debra L. Murphy                             
|                      |  |                        |  | Executive Vice President and                
|                      |  |                        |  | Chief Financial Officer                     
|                      |  |                        |  | (principal financial and accounting officer)



33