##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-K/A
 AMENDMENT NO. 1
 
 (Mark One)
 o
    
    Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
 For the fiscal year ended December 31, 2010
 or
 o
    
    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 000-51525
 
 LEGACY BANCORP, INC.
 (Exact Name of Registrant as Specified in its Charter)
 
 DELAWARE
    
    20-3135053(State or Other Jurisdiction of 
Incorporation or Organization)
    
    (I.R.S. Employer
Identification No.)99 North Street, Pittsfield, Massachusetts
    
    01201(Address of Principal Executive Offices)
    
    (Zip Code)
 (413) 443-4421
(Registrants telephone number, including area code)
 Securities registered pursuant to Section 12(b) of the Act:
 Title of Class
    
    Name of each exchange on which registeredCommon Stock ($0.01 par value per share)
    
    NASDAQ Stock Market, LLC
 Securities registered pursuant to Section 12(g) of the Act:
 
 o þ
 o þ
 þ o
 o o
 þ
  Large accelerated filer o
Accelerated filer þ
Non-accelerated filer o(Do not check if a smaller reporting company)Smaller reporting company o o þ




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##### 



LEGACY BANCORP, INC.
INDEX TO ANNUAL REPORT ON FORM 10-K/A
AMENDMENT NO. 1
 TABLE OF CONTENTS
 PagePART IIIItem 10 Directors, Executive Officers and Corporate Governance
    
    
    1Item 11 Executive Compensation
    
    
    3Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
    
    
    24Item 13 Certain Relationships and Related Transactions, and Director Independence
    
    
    27Item 14 Principal Accounting Fees and Services
    
    
    28PART IVItem 15 Exhibits and Financial Statement Schedules
    
    
    29Signatures
    
    
    30EX-31.1EX-31.2
  EXPLANATORY NOTE




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##### Table of Contents



PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance
 Background of Directors and Executive Officers
  Directors
 Eugene A. Dellea
 J. Williar Dunlaevy
 David L. Klausmeyer
 Anne W. Pasko
 Barton D. Raser
 Patrick J. Sullivan
 Robert B. Trask
 1




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##### Table of Contents



Dorothy B. Winsor
 Executive Officers
 Richard M. Sullivan
 Paul H. Bruce
 Kimberly A. Mathews
 Steven F. Pierce
 Section 16(a) Beneficial Ownership Reporting Compliance
   Code of Conduct
   Audit Committee
  2




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##### Table of Contents



Item 11. Executive Compensation
 COMPENSATION DISCUSSION AND ANALYSIS
 Overview of Compensation Purpose, Philosophy and Process
   Corporate Governance
 Compensation Committee
  Compensation Committee Charter
  Compensation Consultant/Role of Management
   3




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##### Table of Contents



Compensation Committee Activities in 2010
    Financial Perspective:
    
    65% weightingNet Income:
    
    35% weightingEfficiency Ratio:
    
    15% weightingNet Interest Margin:
    
    15% weightingCore Deposit Growth:
    
    15% weightingQuality:
    
    20% weightingEmployee Engagement Survey:
    
    5% weightingCustomer Satisfaction Survey:
    
    5% weightingCompliance Excellence:
    
    10% weighting
 .
  4




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##### Table of Contents



Compliance:
    
    20% weightingAsset Quality:
    
    20% weightingDeposit Growth:
    
    20% weightingExpense Reduction:
    
    20% weightingDeposit Repricing:
    
    20% weighting
    Objectives of Our Compensation Programs
  
    
    Attract, retain, motivate and reward highly qualified and productive executives
by providing overall compensation that is competitive with other institutions with which
we compete for executive talent;
    
    Motivate each individual to perform, to the best of his or her ability, in order to
achieve targeted goals for the individual and the Company;
    
    Improve Company performance, balancing risk-taking with fundamental concepts of
safety and soundness;
    
    Establish compensation levels that provide the greatest potential rewards for
positions of greatest responsibility within a framework that is internally equitable;
and
    
    Analyze compensation, taking into account all compensation elements, to determine the
appropriate mix of compensation that will drive performance by rewarding the attainment
of the Companys strategic goals and provide management with an equity stake to align
the interests of our officers with the interests of our stockholders.
 Compensation Program Design
 Cash Compensation
 5




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##### Table of Contents



Use of Compensation Survey
  
  Impact of Performance on Cash Compensation
   6




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##### Table of Contents



Equity Compensation
     Elements of Compensation
 Overview
  Cash Incentive Awards
    7




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##### Table of Contents



Metric
    
    Target
    
    Stretch1
    
    Stretch2 (Maximum)
    
    Actual 2010 ResultsAsset Quality: (20%)Delinquencies
    
    
    2.4
    %
    
    
    2.2
    %
    
    
    2.0
    %
    
    
    1.7
    % (1)Provision
    
        $
    2.0
    MM
         $
1.6
    MM
         $   1.4
    MM
         $   2.5
MMDeposit Growth: (20%)
    
    
    2.0
    %
    
    
    2.5
    %
    
    
    3.0
    %
    
    
    2.0
    %Expense Reduction: (20%)
    
        $   1.8
    MM
         $   2.5
    MM
         $   3.0
    MM
         $   3.5
MMDeposit Repricing: (20%)
    
    $
    400
    M
    
    $
    450
    M
    
    $
    500
    M
    
    $
    1.2
MMCompliance: (20%)
    
    Pass/Fail  Trend Line Improvements
    
    Pass
 
 (1)
    
    Inclusive of one-time $1.6 million loss on sale of portion of national real estate
portfolio.  Equity Incentive Awards
  Benefits
   Perquisites
  8




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##### Table of Contents



Employment Agreements
      Change in Control Agreements
   9




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##### Table of Contents



EXECUTIVE COMPENSATION
 Summary Compensation Table
  Change inPensionValue andNonqualifiedNon-Equity
    
    DeferredStock
    
    Option
    
    Incentive Plan
    
    Compensa-
    
    All OtherName and Principal
    
    Year
    
    Salary
    
    Bonus
    
    Awards
    
    Awards
    
    Compensation
    
    tion Earnings
    
    Compensation
    
    TotalPosition
    
    (1)
    
    ($)(2)
    
    ($)(3)
    
    ($)(4)
    
    ($)(5)
    
    ($)(6)
    
    ($)(7)
    
    ($)(8)
    
    ($)Current OfficersJ. Williar Dunlaevy,
    
    
    2010
    
    
    
    388,564
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,426
    (9)
    
    
    415,426Chairman of the Board
    
    
    2009
    
    
    
    379,039
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    64,063
    
    
    
    443,102and Chief Executive
    
    
    2008
    
    
    
    361,216
    
    
    
    
    
    
    
    28,320
    
    
    
    34,510
    
    
    
    
    
    
    
    395,173
    
    
    
    57,646
    
    
    
    876,865Officer of Legacy
Bancorp (9)Patrick J. Sullivan,
    
    
    2010
    
    
    
    281,250
    
    
    
    230,736
    
    
    
    462,000
    
    
    
    63,500
    
    
    
    
    
    
    
    
    
    
    
    22,227
    (10)
    
    
    1,059,713President of Legacy
    
    
    2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Bancorp and President
    
    
    2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    and Chief Executive
Officer of Legacy
Banks (10)Richard M. Sullivan,
    
    
    2010
    
    
    
    205,043
    
    
    
    20,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    34,054
    (11)
    
    
    259,997Senior Vice President
    
    
    2009
    
    
    
    206,634
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    48,015
    
    
    
    254,649of Legacy Bancorp and
    
    
    2008
    
    
    
    194,831
    
    
    
    
    
    
    
    
    
    
    
    17,454
    
    
    
    
    
    
    
    
    
    
    
    43,778
    
    
    
    256,063of National Real
Estate Finance for
Legacy Banks (11)Paul H. Bruce
    
    
    2010
    
    
    
    185,966
    
    
    
    60,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30,322
    (12)
    
    
    276,288Chief Financial
    
    
    2009
    
    
    
    173,827
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    37,432
    
    
    
    211,259Officer, Senior Vice
    
    
    2008
    
    
    
    151,219
    
    
    
    
    
    
    
    
    
    
    
    4,756
    
    
    
    
    
    
    
    
    
    
    
    37,432
    
    
    
    193,287President and
Treasurer of Legacy
Bancorp and Legacy
Banks (12)Kimberly A. Mathews
    
    
    2010
    
    
    
    134,611
    
    
    
    70,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,733
    (13)
    
    
    219,343Senior Vice
    
    
    2009
    
    
    
    154,183
    
    
    
    
    
    
    
    9,600
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    23,491
    
    
    
    187,274President, General
    
    
    2008
    
    
    
    132,500
    
    
    
    
    
    
    
    
    
    
    
    13,500
    
    
    
    
    
    
    
    
    
    
    
    20,450
    
    
    
    166,450Counsel and Corporate
Secretary of Legacy
Bancorp and Legacy
Banks (13)Former OfficersStephen F. Pierce (14)
    
    
    2010
    
    
    
    97,432
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    165,865
    (15)
    
    
    263,297Former Director,
    
    
    2009
    
    
    
    194,865
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    54,997
    
    
    
    249,862Executive Vice
    
    
    2008
    
    
    
    183,254
    
    
    
    
    
    
    
    
    
    
    
    15,776
    
    
    
    
    
    
    
    
    
    
    
    41,244
    
    
    
    240,274President and Chief
Lending Officer of
Legacy Banks
 (footnotes begin on next page)
 10




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##### Table of Contents



(1)
    
    Fiscal year-end is December 31.(2)
    
    Reflects salary paid to Mr. Patrick Sullivan between employment commencement effective April
1, 2010 and December 31, 2010, at an annual rate of $375,000.(3)
    
    Includes bonuses paid in 2011 with respect to 2010 Cash Bonus Plans, as well as $50,000 paid
to Mr. Patrick Sullivan in 2010 under the Special Bonus Program, and a one-time payment to Mr.
Patrick Sullivan of $30,736 to cover relocation expenses.(4)
    
    Reflects the grant date fair value of restricted stock awards granted to our executive
officers under our 2006 Equity Incentive Plan, or, in the case of Mr. Patrick Sullivan, under
the 2010 CEO Inducement Plan. The grant date fair value of the restricted stock awards has
been computed in accordance with the stock based accounting rules under FASB ASC Topic 718
(formerly FAS 123R). A discussion of the assumptions used in calculating the award values may
be found at footnote 16 to our consolidated financial statements in our Annual Report on Form
10-K. Ms. Mathews received a grant of 1,000 shares of restricted stock on December 9, 2009 at
a grant date fair value of $9.60. The 2009 grant to Ms. Mathews vests over a five year period
commencing January 1, 2009 and continuing each January 1, thereafter. Patrick Sullivan
received a grant of 10,000 shares of restricted stock on May 17, 2010 at a grant date fair
value of $9.24. The 2010 grant to Mr. Patrick Sullivan vests over a five year period
commencing May 17, 2010 and continuing each May 17
thereafter. Under the CEO Inducement Plan, the Company also granted
on May 17, 2010 performance-based stock awards to
Mr. Sullivan for up to 40,000 shares of common stock, at a
grant date fair value of $9.24. These stock awards vest pending the
Companys financial performance as compared to a pre-established
group of peer banks over a period extending beyond December 31,
2010.(5)
    
    Reflects the grant date fair value of stock option awards granted to our executive officers
under our 2006 Equity Incentive Plan, or, in the case of Mr. Patrick Sullivan, under the 2010
CEO Inducement Plan. The grant date fair value of the restricted stock options has been
computed in accordance with the stock based accounting rules under FASB ASC Topic 718
(formerly FAS 123R). A discussion of the assumptions used in calculating the award values may
be found at footnote 16 to our consolidated financial statements in our Annual Report on Form
10-K. Option award values reflect option awards in 2010, at
valuations of $2.54. In each
case, the options vest in five approximately equal annual installments, commencing on May 17,
2010 and continuing on each May 17 thereafter until fully vested. Patrick Sullivan received
an option to purchase 25,000 shares of stock at a grant date fair
value of $2.54. The 2010
grant to Mr. Patrick Sullivan vests over a five year period commencing on May 17, 2010 and
continuing each May 17 thereafter.(6)
    
    Awards under the Performance Incentive Plan for performance during 2010, 2009, and 2008, if
applicable. No payouts were made for 2010 due to shortcomings in financial performance. In
December 2009 the Compensation Committee awarded 1,000 shares of restricted stock to Ms.
Mathews in recognition of 2009 performance.(7)
    
    Reflects the actuarial present value of Mr. Dunlaevys accumulated benefit under the Legacy
Banks Supplemental Executive Retirement Plan decreased by $50,605 in fiscal year 2010. The
present value of the accumulated benefit obligation was calculated using a 4.75% discount rate
in effect as of December 31, 2010, December 31, 2009, and December 31, 2008.(8)
    
    Excludes perquisites and personal benefits where the total value for an executive officer is
less than $10,000.(9)
    
    Includes Company ESOP contribution of $12,295.64, Company 401(k) matching contribution of
$11,500, Company paid supplemental life insurance premiums of $11,000, Company life insurance
contribution of $1,800, Company medical contribution of $13,261.04 and Company dental
contribution of $569.40 for the year ended December 31, 2010.(10)
    
    Includes Company ESOP contribution of $10,175.11, Company life insurance contribution of
$540, Company medical contribution of $10,710.84 and Company dental contribution of $801.99
for the year ended December 31, 2010.(11)
    
    Includes Company ESOP contribution of $12,295.64, Company 401(k) matching contribution of
$10,096.27, Company life insurance contribution of $1,080, Company medical contribution of
$10,912.20 and Company dental contribution of $569.40 for the year ended December 31, 2010(12)
    
    Includes Company ESOP contribution of $9,808.17, Company 401(k) matching contribution of
$8,432.14, and Company life insurance contribution of $891 for the year ended December 31,
2010, Company medical contribution of $10,198.24 and Company dental contribution of $992.94.(13)
    
    Includes Company ESOP contribution of $7,618.33, Company 401(k) matching contribution of
$6,622.09, and Company life insurance contribution of $492 for the year ended December 31,
2010.(14)
    
    Mr. Pierce retired as Director, Executive Vice President and Chief Lending Officer of the
Bank, effective June 30, 2010. In connection with Mr. Pierces retirement, effective June 30,
2010, the Company, the Bank and Mr. Pierce entered into a separation agreement and general
release dated as of May 11, 2011.(15)
    
    Includes (i) cash compensation equal to $94,150, and a payment equal to $60,000 representing
approximately 50% of Mr. Pierces future health care costs if he were to maintain comparable
coverage up to age 65, both such amounts being paid in connection with the separation
agreement and general release entered into by the Company, the Bank and Mr. Pierce, and (ii)
Company 401(k) matching contribution of $5,971, Company life insurance contribution of $360
for the year ended December 31, 2010, Company medical contribution of $5,099 and Company
dental contribution of $285. 11




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Grants of Plan-Based Awards
  All Other
    
    All OtherStock
    
    OptionAwards:
    
    Awards:
    
    
    
    
    
    Grant DateEstimated Potential Payouts Under
    
    Number of
    
    Number of
    
    Exercise or
    
    Fair Value ofNon-Equity Incentive Plan Awards (1)
    
    Shares of
    
    Securities
    
    Base Price of
    
    Stock andThreshold
    
    Target
    
    Maximum
    
    Stock or Units
    
    Underlying
    
    Option
    
    OptionName
    
    Grant Date
    
    ($)
    
    ($)
    
    ($)
    
    (#)
    
    Options (#)
    
    Awards ($/Sh)
    
    Awards ($)(2)Current OfficersJ. Williar Dunlaevy
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Patrick J. Sullivan
    
    
    5/17/2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9.24
    
    
    
    35,000
    (3)Richard M. Sullivan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Paul H. Bruce
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Kimberly A. Mathews
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Former OfficersStephen F. Pierce
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    Awards granted under the Special Bonus Plan for 2010 were in amounts approved by the
Compensation Committee in its discretion based upon the recommendation of the Companys chief
executive officer. There were no target potential payouts for individual employee, however,
the maximum pool available under the Special Bonus Plan for 2010 initially approved by the
Compensation Committee was $300,000.(2)
    
    Grant date fair value computed in accordance with generally accepted accounting principles.(3)
    
    Options vest over a five year vesting period, with 20% vesting annually, subject to the
executives continued service on the relevant vesting dates. Shares of restricted Company
stock vest over a five year vesting period, subject to the executives continued service on
the relevant vesting dates. 12




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Outstanding Equity Awards at Fiscal Year-End
  EquityIncentiveEquity
    
    PlanIncentive
    
    Awards:Equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Plan
    
    Market orIncentive
    
    
    
    
    
    
    
    
    
    
    
    
    
    Market
    
    Awards:
    
    PayoutPlan
    
    
    
    
    
    
    
    
    
    
    
    
    
    Value of
    
    Number of
    
    Value ofNumber of
    
    Awards:
    
    
    
    
    
    
    
    
    
    Number of
    
    Shares or
    
    Unearned
    
    UnearnedNumber of
    
    Securities
    
    Number of
    
    
    
    
    
    
    
    
    
    Shares or
    
    Units of
    
    Shares,
    
    Shares,Securities
    
    Underlying
    
    Securities
    
    
    
    
    
    
    
    
    
    Units of
    
    Stock
    
    Units or
    
    Units orUnderlying
    
    Unexercised
    
    Underlying
    
    
    
    
    
    
    
    
    
    Stock That
    
    That
    
    Others
    
    OthersUnexercised
    
    Options (#)
    
    Unexercised
    
    Option
    
    Option
    
    Have Not
    
    Have Not
    
    Right That
    
    Rights ThatOptions (#)
    
    Unexercisable
    

    Unearned
    
    Exercise
    Expiration
    
    
    Vested
    
    Vested
    
    Have Not
    
    Have NotName
    
    Exercisable
    
    (1)
    
    Options (#)
    
    Price ($)
    
    Date
    
    (#)(2)
    
    ($)(3)
    
    Vested (#)
    
    Vested (#)Current OfficersJ. Williar Dunlaevy
    
    
    123,720
    
    
    
    82,480
    
    
    
    
    
    
    
    16.03
    
    
    
    11/29/2016
    
    
    
    39,120
    
    
    
    514,037
    
    
    
    
    
    
    
    4,760
    
    
    
    7,140
    
    
    
    
    
    
    
    14.16
    
    
    
    03/04/2018Patrick J.
Sullivan (4)
    
    
    
    
    
    
    25,000
    
    
    
    
    
    
    
    9.24
    
    
    
    05/17/2020
    
    
    
    10,000
    
    
    
    130,140
    
    
    
    
    
    
    
    Richard M. Sullivan
    
    
    43,320
    
    
    
    28,880
    
    
    
    
    
    
    
    16.03
    
    
    
    11/29/2016
    
    
    
    8,240
    
    
    
    108,274
    
    
    
    
    
    
    
    2,420
    
    
    
    3,630
    
    
    
    
    
    
    
    14.16
    
    
    
    03/04/2018Paul H. Bruce
    
    
    24,720
    
    
    
    16,480
    
    
    
    
    
    
    
    16.03
    
    
    
    11/29/2016
    
    
    
    3,280
    
    
    
    43,099
    
    
    
    
    
    
    
    656
    
    
    
    984
    
    
    
    
    
    
    
    14.16
    
    
    
    03/04/2018Kimberly A. Mathews
    
    
    3,000
    
    
    
    4,500
    
    
    
    
    
    
    
    12.91
    
    
    
    12/14/2018
    
    
    
    1,600
    
    
    
    21,024
    
    
    
    
    
    
    
    1,862
    
    
    
    2,793
    
    
    
    
    
    
    
    14.16
    
    
    
    03/04/2018Former OfficersStephen F.
Pierce (5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,780
    
    
    
    75,949
    
    
    
    
    
    
    
    
 
 (1)
    
    Options vest over a five year vesting period, with 20% vesting annually, subject to the
executives continued service on the relevant vesting dates.(2)
    
    Shares of restricted Company stock vest over a five year vesting period, subject to the
executives continued service on the relevant vesting dates.(3)
    
    Based on $13.14 closing price on December 31, 2010.(4)
    
    Under the CEO Inducement Plan, the Company also granted
on May 17, 2010 performance-based stock awards to
Mr. Sullivan for up to 40,000 shares of common stock, at a
grant date fair value of $9.24. These stock awards vest pending the
Companys financial performance as compared to a pre-established
group of peer banks over a period extending beyond December 31,
2010. These performance shares are not included in the accompanying
table.(5)
    
    In accordance with Mr. Pierces separation agreement with the Company and the Bank, dated as
of May 11, 2010, referenced above in the Executive Compensation Summary Compensation Table,
5,780 shares of restricted stock held by Mr. Pierce pursuant to a restricted stock award
agreement dated November 29, 2006 (under which Mr. Pierce had been granted an aggregate of
28,900 restricted stock units), and scheduled to vest on January 1, 2011, continued to vest as
of such date and 5,780 shares of restricted stock held by Mr. Pierce pursuant to the November
29, 2006 award agreement, and scheduled to vest on January 1, 2012, were forfeited pursuant to
the separation agreement. Pursuant to Mr. Pierces separation agreement, all options granted
to Mr. Pierce under stock option agreements dated November 29, 2006, whether or not vested,
were forfeited as of June 30, 2010. 13




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##### Table of Contents



Option Exercises and Stock Vested for the Fiscal Year
  Option Awards
    
    Stock AwardsNumber ofNumber of
    
    
    
    
    
    SharesShares
    
    Value Realized
    
    Acquired on
    
    Value RealizedAcquired on
    
    on Exercise
    
    Vesting
    
    on VestingName
    
    Exercise (#)
    
    ($)
    
    (#)
    
    ($)Current OfficersJ. Williar Dunlaevy
    
    
    
    
    
    
    
    
    
    
    19,360
    
    
    
    190,890Patrick J. Sullivan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Richard M. Sullivan
    
    
    
    
    
    
    
    
    
    
    4,120
    
    
    
    40,623Paul H. Bruce
    
    
    
    
    
    
    
    
    
    
    1,640
    
    
    
    16,170Kimberly A. Mathews
    
    
    
    
    
    
    
    
    
    
    200
    
    
    
    1,972Former OfficersStephen F. Pierce
    
    
    
    
    
    
    
    
    
    
    5,780
    
    
    
    56,990
 Pension Benefits
  Number of
    
    Present Value of
    
    PaymentsYears Credited
    
    Accumulated
    
    During LastName
    
    Plan Name
    
    Service (#)
    
    Benefit ($)
    
    Fiscal Year ($)J. Williar Dunlaevy
    
    Supplemental Executive Retirement Agreement
    
    
    7
    
    
    $
    1,549,395
    (1)
    
    
    
 
 (1)
    
    Accumulated benefit obligation calculated using a discount rate of 4.75% for December 31, 2010. Supplemental Executive Retirement Plan
  Separation Agreement
  14




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##### Table of Contents



Potential Payments Upon Termination or Change in Control
  Employment Agreements  Involuntary or Constructive Termination
     Employment Agreements  Involuntary or Constructive Termination Following Change in Control
  15




---



##### Table of Contents



Employment Agreements  Parachute Excise Tax Gross Up
  Change in Control Agreements
  Equity Incentive Plan  Change in Control Grant
  16




---



##### Table of Contents



Supplemental Executive Retirement Plans  Involuntary or Constructive Termination
  Summary of Potential Payments Upon Termination
  J. Williar DunlaevyInvoluntary orConstructiveTerminationInvoluntary or
    
    
    Following aConstructive
    
    
    Change In
    
    
    NormalPayments and Benefits
    
    Termination
    
    
    Control
    
    
    Retirement
    
    
    Death
    
    
    DisabilityCash Compensation
    
    $
    1,105,254
    (1)
    
    $
    1,437,302
    (4)
    
    $
    
    
    
    $
    
    
    
    $
    Value of
Continued Health and Welfare
Benefits
    
    $
    39,650
    (2)
    
    $
    39,650
    (2)
    
    $
    
    
    
    $
    11,417
    (8)
    
    $
    39,650
    (2)SERP
    
    $
    1,549,395
    (3)
    
    $
    1,549,395
    (3)
    
    $
    1,549,395
    (3)
    
    $
    1,549,395
    (3)
    
    $
    1,549,395
    (3)Acceleration
of Stock and Option
Awards
    
    $
    
    
    
    $
    514,037
    (5)
    
    $
    
    
    
    $
    514,037
    (5)
    
    $
    514,037
    (5)Automatic Stock Grant
    
    $
    
    
    
    $
    114,780
    (6)
    
    $
    
    
    
    $
    
    
    
    $
    280G Tax Gross Up
    
    $
    
    
    
    $
    600,418
    (7)
    
    $
    
    
    
    $
    
    
    
    $
    Life Insurance
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    1,600,000
    (9)
    
    $
    Total
    
    $
    2,694,299
    
    
    $
    4,255,582
    
    
    $
    1,549,395
    
    
    $
    3,674,849
    
    
    $
    2,103,082
 
 (1)
    
    Represents estimated lump sum payment of three times base salary and the average of the
highest rate of bonus paid for three of the five years prior to termination plus the intrinsic
value of executives unvested options and restricted stock awards.(2)
    
    Approximate lump sum value of continued life, medical and dental coverage for 36 months
following termination.(3)
    
    Represents the approximate lump sum value of the benefit payable under the SERP upon the
applicable termination event.(4)
    
    Represents estimated lump sum payment under the executives employment agreement equal to
three times the executives average annual compensation (as defined in the employment
agreement) for the five most recent taxable years.(5)
    
    Represents the value of accelerated vesting of 39,120 shares of Company stock pursuant to the
2006 Equity Incentive Plan. Stock awards vests on a change in control irrespective of whether
employment is terminated. Unvested options accelerate and become vested on a change in
control, however, no value is included for such options, which have an exercise price greater
than the current fair market value of the shares.(6)
    
    Represents the value of an automatic change in control award of 8,735 shares of Company
common stock under the 2006 Equity Incentive Plan. Award is made without regard to
termination of employment. In connection with the merger with Berkshire described below in
Item 12 (Changes in Control), the 2006 Equity Incentive Plan was amended, contingent and
effective upon the merger, to eliminate the provision pursuant to which automatic change in
control awards are granted.(7)
    
    Represents the estimated 280G tax gross up payment that would be provided under the
executives employment agreement. 17




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##### Table of Contents



(8)
    
    Represents medical and dental benefits for executives family for one year following his
death.(9)
    
    Represents $1,500,000 death benefit payable under a Savings Bank Life Insurance policy in the
event of death prior to age 65. Executive pays premiums on the policy and is reimbursed by the
Company. Company reimbursements are listed on the Summary Compensation Table under All Other
Compensation. Also represents $100,000 death benefit payable under Bank Owned Life Insurance
policy. Patrick J. SullivanInvoluntary orConstructiveTerminationInvoluntary or
    
    
    Following aConstructive
    
    
    Change In
    
    
    NormalPayments and Benefits
    
    Termination
    
    
    Control
    
    
    Retirement
    
    
    Death
    
    
    DisabilityCash Compensation
    
    $
    1,150,000
    (1)
    
    $
    1,150,000
    (3)
    
    $
    
    
    
    $
    
    
    
    $
    Value of
Continued Health and Welfare
Benefits
    
    $
    36,159
    (2)
    
    $
    36,159
    (2)
    
    $
    
    
    
    $
    36,159
    (5)
    
    $
    24,106
    (2)Acceleration
of Stock and Option
Awards
    
    $
    
    
    
    $
    130,140
    (4)
    
    $
    
    
    
    $
    130,140
    (4)
    
    $
    Automatic Stock Grant
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Life Insurance
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Total
    
    $
    1,186,159
    
    
    $
    1,316,299
    
    
    $
    0
    
    
    $
    166,299
    
    
    $
    24,106
 
 (1)
    
    Represents estimated lump sum payment of three times base salary and the average of the
highest rate of bonus paid for three of the five years prior to termination plus the intrinsic
value of executives unvested options and restricted stock awards. Mr. Sullivans employment
agreement provides for payment of three (3) years of salary and bonus payment, and medical and
dental benefit continuation in the event of termination of employment under certain
circumstances, including a change of control (as defined in the agreement) of the Company or
the Bank, during the first year of the agreement, and two (2) years salary and bonus
thereafter.(2)
    
    Approximate lump sum value of continued life, medical and dental coverage for 36 months
following termination. See Note (1) above.(3)
    
    Represents estimated lump sum payment under the executives employment agreement equal to
three times the executives average annual compensation (as defined in the employment
agreement) for the five most recent taxable years. See Note (1) above.(4)
    
    Represents the value of accelerated vesting of 10,000 shares of Company stock pursuant to the
2010 CEO Inducement Plan. These grants were not made under the 2006 Equity Incentive Plan and
were not made subject to shareholder approval. Stock awards vests on a change in control
irrespective of whether employment is terminated. Unvested options accelerate and become
vested on a change in control, however, no value is included for such options, which have an
exercise price greater than the current fair market value of the shares.(5)
    
    Represents medical and dental benefits for executives family for one year following his
death. Richard M. SullivanInvoluntary orConstructiveTerminationInvoluntary or
    
    
    Following aConstructive
    
    
    Change In
    
    
    NormalPayments and Benefits
    
    Termination
    
    
    Control
    
    
    Retirement
    
    
    Death
    
    
    DisabilityCash Compensation
    
    $
    
    
    
    $
    220,000
    (1)
    
    $
    
    
    
    $
    
    
    
    $
    Value of
Continued Health and Welfare
Benefits
    
    $
    
    
    
    $
    43,302
    (2)
    
    $
    
    
    
    $
    11,010
    (5)
    
    $
    43,302
    (2)Acceleration
of Stock and Option
Awards
    
    $
    
    
    
    $
    108,274
    (3)
    
    $
    
    
    
    $
    108,274
    (3)
    
    $
    108,274
    (3)Automatic Stock Grant
    
    $
    
    
    
    $
    24,440
    (4)
    
    $
    
    
    
    $
    
    
    
    $
    Life Insurance
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    100,000
    (6)
    
    $
    Total
    
    $
    0
    
    
    $
    396,016
    
    
    $
    0
    
    
    $
    219,284
    
    
    $
    151,576
 18




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##### Table of Contents



(1)
    
    Represents estimated lump sum payment of one times base salary and the average of the highest
rate of bonus paid during the two years prior to termination.(2)
    
    Approximate lump sum value of continued life, medical and dental coverage for 12 months
following termination.(3)
    
    Represents the value of accelerated vesting of 8,240 shares of Company stock pursuant to the
2006 Equity Incentive Plan. Stock awards vest on a change in control irrespective of whether
employment is terminated. Unvested options accelerate and become vested on a change in
control, however, no value is included for such options, which have an exercise price greater
than the current fair market value of the shares.(4)
    
    Represents the value of an automatic change in control award of 1,860 shares of Company
common stock under the 2006 Equity Incentive Plan. Award is made without regard to
termination of employment. In connection with the merger with Berkshire described below in
Item 12 (Changes in Control), the 2006 Equity Incentive Plan was amended, contingent and
effective upon the merger, to eliminate the provision pursuant to which automatic change in
control awards are granted.(5)
    
    Represents medical and dental benefits for executives family for one year following his
death.(6)
    
    Represents the death benefit under a Bank Owned Life Insurance policy. Paul H. BruceInvoluntary orConstructiveTerminationInvoluntary or
    
    
    Following aConstructive
    
    
    Change In
    
    
    NormalPayments and Benefits
    
    Termination
    
    
    Control
    
    
    Retirement
    
    
    Death
    
    
    DisabilityCash Compensation
    
    $
    
    
    
    $
    228,000
    (1)
    
    $
    
    
    
    $
    
    
    
    $
    Value of
Continued Health and Welfare
Benefits
    
    $
    
    
    
    $
    33,157
    (2)
    
    $
    
    
    
    $
    
    
    
    $
    Acceleration
of Stock and Option
Awards
    
    $
    
    
    
    $
    43,099
    (3)
    
    $
    
    
    
    $
    43,099
    (3)
    
    $
    43,099
    (3)Automatic Stock Grant
    
    $
    
    
    
    $
    9,776
    (4)
    
    $
    
    
    
    $
    
    
    
    $
    Life Insurance
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    100,000
    (5)
    
    $
    Total
    
    $
    0
    
    
    $
    314,032
    
    
    $
    0
    
    
    $
    143,099
    
    
    $
    43,099
 
 (1)
    
    Represents estimated lump sum payment of one times base salary and the highest rate of bonus
paid to executive during the two years prior to termination.(2)
    
    Represents approximate lump sum of continued life, medical and dental coverage for 12 months
following termination.(3)
    
    Represents the value of accelerated vesting of 3,280 shares of Company common stock under the
2006 Equity Incentive Plan. Stock awards vest on a change in control irrespective of whether
employment is terminated.(4)
    
    Represents the value of an automatic change in control award of 744 shares of Company common
stock under the 2006 Equity Incentive Plan. Award is made without regard to termination of
employment. In connection with the merger with Berkshire described below in Item 12 (Changes
in Control), the 2006 Equity Incentive Plan was amended, contingent and effective upon the
merger, to eliminate the provision pursuant to which automatic change in control awards are
granted. Unvested options accelerate and become vested on a change in control, however, no
value is included for such options, which have an exercise price greater than the current fair
market value of the shares.(5)
    
    Represents the death benefit payable under a Bank Owned Life Insurance policy. 19




---



##### Table of Contents



Kimberly A. MathewsInvoluntary orConstructiveTerminationInvoluntary or
    
    
    Following aConstructive
    
    
    Change In
    
    
    NormalPayments and Benefits
    
    Termination
    
    
    Control
    
    
    Retirement
    
    
    Death
    
    
    DisabilityCash Compensation
    
    $
    
    
    
    $
    165,000
    (1)
    
    $
    
    
    
    $
    
    
    
    $
    Value of
Continued Health and Welfare
Benefits
    
    $
    
    
    
    $
    6,267
    (2)
    
    $
    
    
    
    $
    
    
    
    $
    Acceleration
of Stock and Option
Awards
    
    $
    
    
    
    $
    21,024
    (3)
    
    $
    
    
    
    $
    21,024
    (3)
    
    $
    21,024
    (3)Automatic Stock Grant
    
    $
    
    
    
    $
    2,431
    (4)
    
    $
    
    
    
    $
    
    
    
    $
    Life Insurance
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    100,000
    (5)
    
    $
    Total
    
    $
    0
    
    
    $
    194,722
    
    
    $
    0
    
    
    $
    121,024
    
    
    $
    21,024
 
 (1)
    
    Represents estimated lump sum payment of one times base salary and the highest rate of bonus
paid to executive during the two years prior to termination.(2)
    
    Represents approximate lump sum of continued life, medical and dental coverage for 12 months
following termination.(3)
    
    Represents the value of accelerated vesting of 1,600 shares of Company common stock under the
2006 Equity Incentive Plan. Stock awards vests on a change in control irrespective of whether
employment is terminated.(4)
    
    Represents the value of automatic change in control award of 185 shares of Company common
stock under the 2006 Equity Incentive Plan. Award is made without regard to termination of
employment. In connection with the merger with Berkshire described below in Item 12 (Changes
in Control), the 2006 Equity Incentive Plan was amended, contingent and effective upon the
merger, to eliminate the provision pursuant to which automatic change in control awards are
granted. Unvested options accelerate and become vested on a change in control, however, no
value is included for such options, which have an exercise price greater than the current fair
market value of the shares.(5)
    
    Represents the death benefit payable under a Bank Owned Life Insurance policy. Steven F. Pierce(1)Involuntary orConstructiveTerminationInvoluntary or
    
    
    Following aConstructive
    
    
    Change In
    
    
    NormalPayments and Benefits
    
    Termination
    
    
    Control
    
    
    Retirement
    
    
    Death
    
    
    DisabilityCash Compensation
    
    $
    154,150
    (2)
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Value of
Continued Health and Welfare
Benefits
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Acceleration
of Stock and Option
Awards
    
    $
    75,949
    (3)
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Automatic Stock Grant
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Life Insurance
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Total
    
    $
    230,099
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
 
 (1)
    
    Mr. Pierce retired as Director, Executive Vice President and Chief Lending Officer of the
Bank, effective June 30, 2010.(2)
    
    Represents cash compensation equal to $94,150 paid on or about June 30, 2010 pursuant to Mr.
Pierces separation agreement dated as of May 11, 2010, and an additional payment equal to
$60,000 made in January 2011 pursuant to the separation agreement representing approximately
50% of Mr. Pierces future health care costs if he were to maintain comparable coverage up to
age 65.(3)
    
    In accordance with Mr. Pierces separation agreement, 5,780 shares of restricted stock held
by Mr. Pierce pursuant to a restricted stock award agreement dated November 29, 2006 (under
which Mr. Pierce had been granted an aggregate of 28,900 restricted stock units), and
scheduled to vest on January 1, 2011 continued to vest as of such date. For this purpose,
the stock is valued at $13.14 per share. 20




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##### Table of Contents



DIRECTOR COMPENSATION
  Change inPension ValueFees
    
    
    
    
    
    
    
    andEarned
    
    
    
    
    
    Non-Equity
    
    Nonqualifiedor Paid
    
    
    
    Option
    
    Incentive Plan
    
    Deferred
    
    All Otherin Cash
    
    Stock Awards
    
    Awards
    
    Compensation
    
    Compensation
    
    Compensation
    
    TotalName
    
    ($)(1)
    
    ($)(2)
    
    ($)(3)
    
    ($)
    
    Earnings(4)
    
    ($)
    
    ($)Eugene A. Dellea
    
    
    37,000
    
    
     
    
     
    
     
    
    
    
    
    
     
    
    
    37,000Gary A. Lopenzina(5)
    
    
    12,800
    
    
     
    
     
    
     
    
    
    4,649
    
    
     
    
    
    17,449Robert B. Trask
    
    
    46,333
    
    
     
    
     
    
     
    
    
    11,328
    
    
     
    
    
    57,661David L. Klausmeyer
    
    
    44,200
    
    
     
    
     
    
     
    
    
    
    
    
     
    
    
    44,200Anne W. Pasko
    
    
    44,091
    
    
     
    
     
    
     
    
    
    7,103
    
    
     
    
    
    51,194Dorothy Winsor
    
    
    35,200
    
    
     
    
     
    
     
    
    
    
    
    
     
    
    
    35,200Barton D. Raser(6)
    
    
    35,153
    
    
     
    
     
    
     
    
    
    10,571
    
    
     
    
    
    45,724
 
 (1)
    
    Aggregate dollar amount of all fees earned or paid in cash for services as a director,
including annual retainer fees, committee and/or chairmanship fees, and meeting fees.(2)
    
    No new grants of restricted stock were awarded to our directions in 2010. At December 31,
2010, each director held 4,840 unvested shares of restricted stock.(3)
    
    No stock options were awarded to our directors in 2010. At December 31, 2010, each director
held 9,080 unvested stock options and 13,620 vested and unexercised stock options acquired by
grant in 2006.(4)
    
    Represents the aggregate change in actuarial present value of accumulated benefits under the
director fee continuation plan, an actuarial pension plan, from the plan measurement date used
for financial statement reporting purposes with respect to the prior completed fiscal year to
the plan measurement date used for financial statement reporting purposes with respect to the
covered fiscal year. With respect to Directors Dellea, Klausmeyer and Winsor the actuarial
present value of accumulated benefits under the director fee continuation plan decreased by
$13,516, $10,212 and $6,459, respectively.(5)
    
    Mr. Lopenzina retired from the Board at the Annual Meeting on May 12, 2010.(6)
    
    Mr. Raser was appointed to the Board at the Annual Meeting on May 12, 2010. Mr. Raser was
also a director of the Bank for calendar year 2010.    21




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##### Table of Contents



Compensation Committee Interlocks and Insider Participation
  Relationship Between Compensation and Risk
  22




---



##### Table of Contents



COMPENSATION COMMITTEE REPORT
    The Compensation Committee
 
 23




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##### Table of Contents



Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
 Securities Authorized for Issuance Under Equity Compensation Plans
  Number of securitiesNumber of securities to
    
    Weighted-average
    
    remaining available for futurebe issued upon exercise
    
    exercise price of
    
    issuance under equityof outstanding options,
    
    outstanding options,
    
    compensation plans (excludingPlan Category
    
    warrants and rights
    
    warrants and rights
    
    securities reflected in the first column)Equity compensation
plans approved by
security holders
    
    
    710,710
    
    
    
    15.60
    
    
    
    320,150Equity compensation
plans not approved
by security holders
    
    
    25,000
    
    
    
    9.24
    
    
    
    Total
    
    
    735,710
    
    
    
    15.39
    
    
    
    320,150
 Changes in Control
   24




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##### Table of Contents



Security Ownership of Certain Beneficial Owners and Management
  Shares ofCommon Stock
    
    Percent ofBeneficially Owned
    
    Class OwnershipName and Address of Owner
    
    (1)
    
    (2)DIRECTORS AND NOMINEES:J. Williar Dunlaevy (4)(5)
    
    
    304,573
    
    
    
    3.53
    %David L. Klausmeyer (3)
    
    
    52,517
    
    
    
    *Eugene A. Dellea (3)
    
    
    53,460
    
    
    
    *Anne W. Pasko (3)
    
    
    37,260
    
    
    
    *Barton D. Raser (3)
    
    
    53,960
    
    
    
    *Patrick J.
Sullivan (6)
    
    
    21,118
    
    
    
    *Robert B.
Trask (3)(7)
    
    
    63,980
    
    
    
    *Dorothy B. Winsor (3)
    
    
    33,460
    
    
    
    *NAMED EXECUTIVE OFFICERS (WHO ARE NOT DIRECTORS)Richard M.
Sullivan(4)(8)
    
    
    113,368
    
    
    
    *Paul H. Bruce
(4)(9)
    
    
    53,713
    
    
    
    *Kimberly A.
Mathews (10)
    
    
    13,695
    
    
    
    *Stephen F.
Pierce (11)
    
    
    50,363Stock Ownership of all Directors and Executive
Officers as a Group (12 persons)(12)
    
    
    851,467
    
    
    
    9.86
    %5% BENEFICIAL OWNERSFirst Bankers Trust Services, Inc. as Trustee for
The Legacy Banks Employee Stock Ownership Plan(13)
99 North Street
Pittsfield, MA 01201
    
    
    781,153
    
    
    
    9.0
    %The Legacy
Banks Foundation (14)
99 North Street
Pittsfield, MA 01201
    
    
    763,600
    
    
    
    8.8
    %Dimensional
Fund Advisors LP (15)
Palisades West, Building One,
6300 Bee Cave Road
Austin, TX 78746
    
    
    484,263
    
    
    
    5.6
    %
 (footnotes begin on next page)
 25




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##### Table of Contents



(1)
    
    Shares of Common Stock Beneficially Owned include shares held directly or indirectly,
including (a) shares held in joint tenancy or tenancy in common, (b) shares allocated to the
account of the individual through deferred compensation or employee benefit plans of the
Company or Bank, and (c) shares such person or group of people have the right to acquire by
March 1, 2011 by exercise of vested stock options. Each person whose shares are included
herein is deemed to have sole or shared voting and investment power as to the shares reported,
except as otherwise indicated.(2)
    
    Based on 8,631,732 shares outstanding at December 31, 2010.(3)
    
    Includes 9,100 restricted shares awarded on November 29, 2006 and 1,200 restricted shares
awarded on December 9, 2009 to each non-employee director under the Legacy Bancorp Inc. 2006
Equity Incentive Plan. The awards will vest at a rate of 20% per year commencing January 1,
2008 in connection with the November 2006 awards, and 20% per year commencing January 1, 2011
in connection with the December 2009 awards. Also includes 18,160 shares which are subject to
currently exercisable options.(4)
    
    Includes 94,800; 20,600 and 8,200 restricted shares awarded to Messrs. Dunlaevy, Sullivan and
Bruce respectively on November 29, 2006 under the Legacy Bancorp Inc. 2006 Equity Incentive
Plan. The awards will vest at a rate of 20% per year commencing January 1, 2008. Also
includes 2,000 restricted awarded to Mr. Dunlaevy on March 4, 2008 that vest at the rate of
20% per year commencing January 1, 2009.(5)
    
    Includes 15,000 shares held by spouse, 10,342 shares held in the 401(k) Plan, 9,263 shares
held in the ESOP (including 935 shares allocated in 2010 in connection with the ESOPs
termination), and 172,100 shares which are subject to currently exercisable options.(6)
    
    Includes 10,000 restricted shares awarded to
Mr. Sullivan on May 17, 2010 under the CEO Inducement Plan,
344 shares held in the 401(k) Plan and 774 shares held in
the ESOP.(7)
    
    Includes 10,000 shares held by spouse.(8)
    
    Includes 9,098 shares held in the 401(k) Plan, 8,944 shares held in the ESOP (including 935
shares allocated in 2010 in connection with the ESOPs termination), and 61,400 shares which
are subject to currently exercisable options.(9)
    
    Includes 60 shares held jointly with spouse, 7,197 shares held in the 401(k) Plan, 6,109
shares held in the ESOP (including 746 shares allocated in 2010 in connection with the ESOPs
termination), and 33,944 shares which are subject to currently exercisable options.(10)
    
    Includes 1,000 restricted shares awarded on December 14, 2007 and 1,000 restricted shares
awarded on December 9, 2009 under the Legacy Bancorp, Inc. 2006 Equity Incentive Plan, 465
shares held in the 401(k) Plan, 3,534 shares held in the ESOP (including 579 shares allocated
in 2010 in connection with the ESOPs termination) and 7,293 shares which are subject to
currently exercisable options.(11)
    
    Includes 10,074 shares held in the 401(k) plan (as of December 31, 2009), 7,839 shares held
in the ESOP, and 23,120 of 28,900 restricted shares awarded to Mr. Pierce on November 29, 2006
under the Legacy Bancorp Inc. 2006 Equity Incentive Plan scheduled to vest at the rate of 20%
per year commencing January 1, 2008. The final tranche of 5,780 shares has been forfeited.(12)
    
    See Notes 3 through 11. The number of shares held in the ESOP that were allocated to
employees with respect to 2010 varies from the number projected in Form 5 filings with respect
to executive officers due, in part, to the termination of the ESOP in 2010.(13)
    
    Reflects shares held in the ESOP for the benefit of employees of the Company as of December
31, 2010, based on Schedule 13G/A filed by the Trustee on February 14, 2011. Includes shares
that have not been allocated to participants accounts. Under the terms of the ESOP, the ESOP
trustee will vote shares allocated to participants accounts in the manner directed by the
participants. The ESOP trustee, subject to its fiduciary responsibilities, will vote
unallocated shares and allocated shares for which no timely voting instructions are received
in the same proportion as shares for which the trustee has received proper voting instructions
from participants. Under the terms of the ESOP, the Trustee has sole investment authority and
shared voting authority over the shares in the ESOP. The Trustee, however, is subject to
fiduciary duties under ERISA. The Trustee disclaims beneficial ownership of the shares of
common stock held in the ESOP. On July 26, 2010, the Boards of Directors of the Company and
the Bank voted to terminate the ESOP, effective August 1, 2010. The Bank will file a request
for a favorable determination letter with the Internal Revenue Service on the tax-qualified
status of the ESOP on termination.(14)
    
    Reflects shares held by The Legacy Banks Foundation based on a Schedule 13G/A filed as of
February 14, 2011. The Foundation has sole investment and sole voting authority over shares
held by the Foundation. The Foundations gift instrument requires that all shares of common
stock held by the Foundation must be voted in the same ratio as all other shares of Company
common stock on all proposals considered by stockholders of the Company. 26




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##### Table of Contents



(15)
    
    Based exclusively on information contained in a Schedule 13G/A filed by Dimensional Fund
Advisors LP on February 11, 2011. 
 Item 13. Certain Relationships and Related Transactions, and Director Independence
 Transactions with Related Persons
    Director Independence
     27




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##### Table of Contents



Item 14. Principal Accounting Fees and Services
 Independent Auditors Fees
  2010
    
    2009Audit Fees (1)
    
    $
    256,791
    
    
    $
    236,312Audit-Related Fees (2)
    
    $
    15,400
    
    
    $
    14,871Tax Fees (3)
    
    $
    36,000
    
    
    $
    34,500All Other Fees (4)
    
    $
    1,580
    
    
    $
    1,382
 
 (1)
    
    Includes fees and reimbursed expenses for financial statement audit, the audit of internal
control over financial reporting and quarterly reviews.(2)
    
    Consists of benefit plan audits.(3)
    
    Consists of tax return preparation and tax-related compliance and services.(4)
    
    Consists of due diligence services.  Pre-Approval of Services by the Independent Registered Public Accounting Firm
  28




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##### Table of Contents



PART IV
 
 Item 15. Exhibits, Financial Statement Schedules
  Exhibit
    
    Description31.1
    
    Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 29




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##### Table of Contents



SIGNATURES
  LEGACY BANCORP, INC.By:
    /s/ J. Williar DunlaevyJ. Williar DunlaevyChief Executive Officer and Chairman
of the Board  LEGACY BANCORP, INC.Date: April 29, 2011
    /s/ J. Williar DunlaevyJ. Williar DunlaevyChief Executive Officer andChairman of the Board
(Principal Executive Officer)Date: April 29, 2011
    /s/ Paul H. BrucePaul H. BruceSenior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)Date: April 29, 2011
    /s/ Patrick J. SullivanPatrick J. SullivanPresidentDate: April 29, 2011
    /s/ Eugene A. DelleaEugene A. DelleaDirectorDate: April 29, 2011
    /s/ David L. KlausmeyerDavid L. KlausmeyerDirectorDate: April 29 , 2011
    /s/ Barton D. RaserBarton D. RaserDirectorDate: April 29, 2011
    /s/ Anne W. PaskoAnne W. PaskoDirectorDate: April 29, 2011
    /s/ Robert B. TraskRobert B. TraskDirectorDate: April 29, 2011
    /s/ Dorothy B. WinsorDorothy B. WinsorDirector 30




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##### Table of Contents



EXHIBIT INDEX
 Exhibit No.
    
    Description31.1
    
    Certification pursuant to Rule 13a-14(a)/15d-14(a) of J. Williar Dunlaevy31.2
    
    Certification pursuant to Rule 13a-14(a)/15d-14(a) of Paul H. Bruce
 31