**SECURITIES
      AND EXCHANGE COMMISSION**


**450
      Fifth Street, N.W.**


**Washington,
      D.C. 20549**





**FORM
      10-K/A**


**(Amendment
      No. 1)**





ý
            Annual
                Report Pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934 For the Fiscal Year Ended December 31,
                2005


**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 No. 000-51369**





**United
      Financial Bancorp, Inc.**


(Exact
      name of registrant as specified in its charter)





**Federal**
            **83-0395247**(State
                or other jurisdiction of
            (I.R.S.
                Employerincorporation
                or organization)
            Identification
                Number)**95
                Elm Street, West Springfield, Massachusetts**
            **01089**(Address
                of Principal Executive Offices)
            Zip
                Code





**(413)
      787-1700**


(Registrant’s
      telephone number)





Securities
                Registered Pursuant to Section 12(b) of the Act:
            **None**Securities
                Registered Pursuant to Section 12(g) of the Act:
            **Common
                Stock, par value $0.01 per share**(Title of Class)





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 twelve months (or for such shorter period that the Registrant was
      required to file such reports) and (2) has been subject to such requirements
      for
      the past 90 days. YES ý NO o .





Indicate
      by check mark if disclosure of delinquent filers pursuant to Item 405 of
      Regulation S-K is not contained herein, and will not be contained, to the best
      of Registrant’s knowledge, in definitive proxy or information statements
      incorporated by reference in Part III of this Form 10-K or any amendment to
      this
      Form 10-K. ý .







Indicate
      by check mark whether the Registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer. See definition of “accelerated
      filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.





Large
                accelerated filero
            Accelerated
                filero
            Non-accelerated
                filerý





Indicate
      by check mark whether the Registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). YES o NO ý





Indicate
      by check mark if the Registrant is not required to file reports pursuant to
      Section 13 or Section 15(d) of the Act. YES o NO ý





Indicate
      by check mark if the Registrant is a well-known seasoned issuer, as defined
      in
      Rule 405 of the Securities Act. YES o NO ý





As
      of
      April 27, 2006, there were issued and outstanding 17,205,995 shares of the
      Registrant’s Common Stock.





The
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates of the Registrant, computed by reference to the last sale price
      on December 31, 2005, as reported by the Nasdaq National Market, was
      approximately $79.8 million.





**DOCUMENTS
      INCORPORATED BY REFERENCE**




None











**EXPLANATORY
      NOTE**





This
      Amendment Number One to the Registrant's Annual Report on Form 10-K is filed
      to
      include information that was to be filed supplementally by the
      Registrant. ****








**ITEM
      10.** **Directors
      and Executive Officers of the Registrant**




United
      Financial Bancorp, Inc.’s (the “Company”) Board of Directors is currently
      composed of 12 members, and is divided into three classes with one class of
      directors elected annually. Directors of the Company are generally elected
      to
      serve for a three-year period and until their respective successors shall have
      been elected and shall qualify. The Board of Directors has nominated to serve
      as
      directors Kevin E. Ross, Robert A. Stewart, Jr. and Thomas H. Themistos each
      of
      whom is currently a member of the Board of Directors and each of whom has been
      nominated to serve for a three-year period and until his successor has been
      elected and shall qualify. Director George W. Jones and Donald G. Helliwell
      will
      be retiring from the Board of Directors in compliance with the age limitation
      provision of the Company’s bylaws. The Company anticipates amending its bylaws
      effective at the Annual Meeting to reduce the number of directors from twelve
      to
      ten members.




The
      table
      below sets forth certain information, as of March 31, 2006, regarding the
      composition of the Company’s Board of Directors, including the terms of office
      of Board members. It is intended that the proxies solicited on behalf of the
      Board of Directors (other than proxies in which the vote is withheld as to
      one
      or more nominees) will be voted at the Annual Meeting for the election of the
      nominees identified below. If the nominee is unable to serve, the shares
      represented by all such proxies will be voted for the election of such
      substitute as the Board of Directors may recommend. At this time, the Board
      of
      Directors knows of no reason why any of the nominees might be unable to serve,
      if elected. Except as indicated herein, there are no arrangements or
      understandings between any nominee and any other person pursuant to which such
      nominee was selected.






2




**Names
                and Addresses****(1)**
            **Age****(2)**
            **Positions
                Held**
            **Director**
              **Since****(3)**
            **Current**
              **Term
                to**
              **Expire**
            **Shares
                of Common**
              **Stock
                Beneficially**
              **Owned****(2)
                (4)**
            **Percent
                of Class****NOMINEES**Kevin
                E. Ross
            53
            Director
            1991
            2006
            2,500
            *Robert
                A. Stewart, Jr.
            55
            Director
            1991
            2006
            2,500
            *Thomas
                H. Themistos
            66
            Director
            2004
            2006
            2,400
            ***DIRECTORS
                CONTINUING IN OFFICE**Robert
                W. Bozenhard, Jr.
            71
            Chairman
                of the Board of Directors
            1984
            2007
            10,000
            *Michael
                F. Crowley
            48
            Director
            2001
            2007
            15,000(5)
            *Carol
                Moore Cutting
            57
            Director
            2001
            2007
            2,650(6)
            *Carol
                A. Leary
            59
            Director
            2001
            2007
            5,000
            *Richard
                B. Collins
            63
            Director,
                President and Chief
              Executive
                Officer
            2002
            2008
            30,000(7)
            *G.
                Todd Marchant
            67
            Director
            1991
            2008
            2,000(8)
            *Michael
                F. Werenski
            46
            Director
            1991
            2008
            30,000(9)
            ***DIRECTORS
                NOT CONTINUING IN OFFICE**George
                W. Jones
            72
            Director
            1985
            2006
            2,000(10)
            *Donald
                G. Helliwell
            72
            Director
            1975
            2008
            10,000
            ***EXECUTIVE
                OFFICERS WHO ARE NOT DIRECTORS**Keith
                E. Harvey
            58
            Executive
                Vice President,
              Operations
                and Retail Sales
            N/A
            N/A
            10,000
            *Donald
                F.X. Lynch
            60
            Executive
                Vice President,
              Chief
                Financial Officer and
              Corporate
                Secretary
            N/A
            N/A
            10,000
            *J.
                Jeffrey Sullivan
            42
            Executive
                Vice President and Chief Lending Officer
            N/A
            N/A
            2,500
            *John
                J. Patterson
            59
            Senior
                Vice President, Risk
              Management
            N/A
            N/A
            3,577(11)
            *William
                Clark
            41
            Senior
                Vice President,
              Residential
                Lending
            N/A
            N/A
            352
            *Laurie
                J. Rollins
            47
            Vice
                President,
              Treasurer
            N/A
            N/A
            1,000(12)
            *Dena
                M. Hall
            32
            Vice
                President, Marketing and
              Community
                Relations
            N/A
            N/A
            170(13)
            *All
                Directors and Executive
              Officers
                as a Group (19 persons)
            
            
            
            
            146,987(14)
            0.85




(1)
            The
                mailing address for each person listed is 95 Elm Street, West Springfield,
                Massachusetts 01089.


(2)
            As
                of March 31, 2006.


(3)   Reflects
      initial appointment to the Board of Directors of the mutual predecessor of
      United Bank.


(4)   See
      definition of “beneficial ownership” in the table in “Security Ownership of
      Certain Beneficial Owners.”


(5)
            Includes
                5,000 shares of common stock held in Mr. Crowley’s individual retirement
                account, 4,000 shares of common held by Mr. Crowley as custodian
                for his
                son and 3,000 shares of common held by Mr. Crowley as custodian for
                his
                daughter.


(6)
            Includes
                2,500 shares of common stock held in Ms. Cutting’s individual retirement
                account and 50 shares of common stock held by a
                corporation.


(7)
            Includes
                15,000 shares of common stock held by Mr. Collins’
                spouse.


(8)
            Includes
                2,000 shares of common stock held in a
                trust.


(9)
            Includes
                4,600 shares held by Mr. Werenski’s spouse’s individual retirement
                account, 5,600 held in Mr. Werenski’s individual retirement accounts and
                200 shares held by Mr. Werenski’s
                spouse.


(10)
            Includes
                2,000 shares of common stock held by Mr. Jones’ individual retirement
                account.


(11)
            Includes
                1,777 shares of common stock held in Mr. Patterson’s individual retirement
                account.


(12)
            Includes
                shares of common stock held in a joint account with Ms. Rollins’
                son.


(13)
            Includes
                shares of common stock held in a joint account with Ms. Hall’s
                spouse.


(14)
            Includes
                5,338 shares of common stock allocated to the accounts of executive
                officers under the ESOP and excludes the remaining 609,236 shares
                of
                common stock (representing 3.5% of the shares of common stock outstanding
                as of March 31, 2006) owned by the ESOP for the benefit of the employees
                of the Company and the Bank. Under the terms of the ESOP, shares
                of common
                stock allocated to the account of employees are voted in accordance
                with
                the instructions of the respective employees. Unallocated shares
                are voted
                by the ESOP trustee in the manner calculated to most accurately reflect
                the instructions it has received from the participants regarding
                the
                allocated shares, unless its fiduciary duties require
                otherwise.


3


*
            Less
                than three-tenths of 1%.





The
      principal occupation during the past five years of each director and executive
      officer of the Company is set forth below. All directors and executive officers
      have held their present positions for five years unless otherwise
      stated.





**Directors**




***Robert
      W. Bozenhard, Jr*** .
      is the
      Chairman of the Board of Directors of the Company and United Bank (the “Bank”).
      Mr. Bozenhard joined the Bank’s Board of Directors in 1984 and became Chairman
      in 2003. Mr. Bozenhard is a partner with the law office of Bozenhard, Socha
      & Ely in West Springfield, Massachusetts.




***Richard
      B. Collins*** is
      President and Chief Executive Officer of the Company and the Bank. Mr. Collins
      joined the Bank in 2001 as President. Mr. Collins became the Chief Executive
      Officer and joined the Bank’s Board of Directors in 2002. Prior to his
      affiliation with the Bank, Mr. Collins was President and Chief Executive Officer
      of First Massachusetts Bank, N.A.




***Michael
      F. Crowley*** is
      President of Crowley Real Estate Appraisers, Inc., located in Springfield,
      Massachusetts.




***Carol
      Moore Cutting*** is the
      owner, President and General Manager of Cutting Edge Broadcasting Incorporated,
      a radio station located in Northampton, Massachusetts.




***Donald
      G. Helliwell*** is
      retired. Prior to his retirement in 1987, Mr. Helliwell served as Chief
      Executive Officer and owner of Westfield Coatings Corporation located in
      Westfield, Massachusetts.




***George
      W. Jones*** is
      retired. Prior to his retirement in 1991, Mr. Jones served as President and
      Chief Executive Officer of Eastern States Exposition, located in West
      Springfield, Massachusetts.




***Carol
      A. Leary*** is
      President of Bay Path College, located in Longmeadow,
      Massachusetts.




***G.
      Todd Marchant*** is
      retired. Prior to his retirement in 2005, Mr. Marchant was a financial
      consultant with Grigsby and Smith, located in East Longmeadow,
      Massachusetts.




***Kevin
      E. Ross*** is Vice
      President and Treasurer of Ross Insurance Agency, Inc., located in Holyoke,
      Massachusetts.




***Robert
      A. Stewart, Jr*** .
      is
      President of Chase, Clarke, Stewart & Fontana, Inc., an insurance agency,
      located in Springfield, Massachusetts.




***Thomas
      H. Themistos, CPA/PFS*** is a
      member of the firm Kostin, Ruffkess, Themistos & Dane, LLC, a regional
      public accounting firm with offices in Springfield, Massachusetts, Farmington
      and New London, Connecticut.




***Michael
      F. Werenski*** is
      President and Treasurer of Marion & Werenski Insurance and Real Estate
      Agency, Inc., located in South Hadley, Massachusetts.




**Executive
      Officers of the Company Who Are Not Also Directors**




***Donald
      F.X. Lynch*** is
      Executive Vice President, Chief Financial Officer and Secretary of the Company
      and the Bank. Mr. Lynch joined the Bank in 1982.




***Laurie
      J. Rollins*** is the
      Treasurer of the Company and the Bank. She joined the Bank in 1988.




4


**Executive
      Officers of the Bank Who Are Not Also Directors**




***William
      Clark*** **** is
      Senior
      Vice President, Residential Lending. Mr. Clark joined the Bank in 1998.




***Dena
      M. Hall*** is
      the
      Vice President of Marketing and Community Relations of the Bank. She joined
      the
      Bank in 2005. Previously, she was the Director of Marketing for Woronoco Savings
      Bank.




***Keith
      E. Harvey*** **** is
      the
      Executive Vice President of Operations and Retail Sales of the Bank. Mr. Harvey
      joined the Bank in 1984.




***John
      J. Patterson*** **** is
      Senior
      Vice President, Risk Management of the Bank. Mr. Patterson joined the Bank
      in
      1993.




***J.
      Jeffrey Sullivan*** **** joined
      the Bank in 2003 as Executive Vice President and Chief Lending Officer. Prior
      to
      joining the Bank, Mr. Sullivan was Senior Vice President of Business Development
      and Commercial Lending at the Bank of Western Massachusetts.





**The
      Audit Committee**





The
      Audit
      Committee of the Company consists of directors Cutting, Leary, Helliwell, Ross,
      Stewart and Themistos. Each member of the Audit Committee is considered
“independent” as defined in the Nasdaq corporate governance listing standards
      and under Securities and Exchange Commission (the “SEC”) Rule 10A-3. The Board
      of Directors has determined that Mr. Themistos qualifies as an “audit committee
      financial expert” as that term is used in the rules and regulations of the SEC.
      The duties and responsibilities of the Audit Committee include, among other
      things:




·
            retaining,
                overseeing and evaluating an independent registered public accounting
                firm
                to audit the Company’s annual financial
                statements;




·
            in
                consultation with the independent registered public accounting firm
                and
                the internal auditor, reviewing the integrity of the Company’s financial
                reporting processes, both internal and
                external;




·
            approving
                the scope of the audit in advance;




·
            reviewing
                the financial statements and the audit report with management and
                the
                independent registered public accounting
                firm;




·
            considering
                whether the provision by the external auditors of services not related
                to
                the annual audit and quarterly reviews is consistent with maintaining
                the
                registered public accounting firm
                independence;




·
            reviewing
                earnings and financial releases and quarterly reports filed with
                the
                SEC;




·
            consulting
                with the internal audit staff and reviewing management’s administration of
                the system of internal accounting
                controls;




·
            approving
                all engagements for audit and non-audit services by the independent
                registered public accounting firm;
                and




·
            reviewing
                the adequacy of the audit committee
                charter.




The
      Audit
      Committee of the Company met four times during the year ended December 31,
      2005.
      The Company’s Board of Directors has adopted a written charter for the Audit
      Committee of the Company. The charter is available at the Company’s website at www.bankatunited.com .


5





**Section
      16(a) Beneficial Ownership Reporting Compliance**





The
      common stock of the Company is registered with the SEC pursuant to Section
      12(g)
      of the Securities Exchange Act of 1934 (the “Exchange Act”). Certain officers
      and directors of the Company and beneficial owners of greater than 10% of the
      Company’s common stock (“10% beneficial owners”) are required to file reports on
      Forms 3, 4 and 5 with the SEC disclosing beneficial ownership and changes
      in beneficial ownership of the common stock. SEC rules require disclosure in
      the
      Company’s Proxy Statement or Annual Report on Form 10-K of the failure of an
      officer, director or 10% beneficial owner of the Company’s common stock to file
      a Form 3, 4 or 5 on a timely basis. Based on the Company’s review of such
      ownership reports, the Company believes that no officer or director of the
      Company failed to timely file such ownership reports during the year ended
      December 31, 2005.





**Code
      of Ethics**





The
      Company has adopted a Code of Ethics that is applicable to the officers,
      directors and employees of the Company, including the Company’s principal
      executive officer, principal financial officer, principal accounting officer
      or
      controller, or persons performing similar functions. The Code of Ethics is
      available on the Company’s website at www.bankatunited.com .
      Amendments to and waivers from the Code of Ethics will also be disclosed on
      the
      Company’s website. There were no such amendments or waivers in
      2005.




**ITEM
      11.** **Executive
      Compensation**





**Directors’
      Compensation**





***Director
      Fees*** .
      Each of
      the individuals who serve as a director of the Company currently serves as
      a
      director of the Bank and earns director fees in that capacity unless a Company
      Board or committee meeting is on a separate day from a Bank Board or committee
      meeting in which circumstance the same fees as would ordinarily be paid for
      a
      Bank Board or committee meeting would be paid to the directors. Each
      non-employee director of the Bank is paid a fee of $950 per meeting attended,
      with one excused paid absence allowed (for regularly scheduled meetings only)
      during the course of the year. Each director serving on a Board committee is
      paid a fee of $550 ($650 for audit committee) per meeting attended, except
      for
      committee chairpersons who receive a fee of $600 ($700 for audit committee)
      per
      meeting attended. The Chairman of the Board is paid an annual retainer of
      $15,000 and all non-employee directors are paid annual retainers of $10,000.
      All
      non-employee directors also receive a fee of $550 when they attend “outside
      workshops.”




Each
      non-employee director of the Company who also serves as a member of the Board
      of
      Directors of the United Charitable Foundation is paid a fee of $250 per meeting.
      The Foundation Board of Directors met one time in 2005. Directors Cutting,
      Helliwell, Leary, Ross, Stewart, and Themistos each received $250 for attending
      the meeting.




***Directors
      Fee Continuation Plan.*** The Bank
      has adopted a Directors Fee Continuation Plan that provides that upon attainment
      of the normal retirement date (May 1st of the calendar year following the
      expiration of the term during which the participant attains age 72), a
      participant who has served as board chair and who is no longer serving as
      director and has not been terminated for cause will be entitled to an annual
      benefit payable for ten years of $24,000, reduced by 1/15 for each year of
      service as a director less than 15. A participant who had attained normal
      retirement age, has not served as board chair, is no longer serving as a
      director and has not been terminated for cause will receive an annual benefit
      payable for ten years of $15,000, reduced by 1/15 for each year of service
      as a
      director less than 15. In the event of death of the participant prior to receipt
      of all benefits under the plan, any unpaid benefits will be paid to the
      participant’s beneficiary.




A
      participant who terminates service prior to attainment of his/her normal
      retirement date and has not been terminated for cause will receive an annual
      benefit determined as provided above. Such benefit will commence on May 1st
      following the participant’s attainment of age 72. In the event of termination of
      service due to disability prior to the normal retirement date, the participant
      will be entitled to a normal retirement benefit payment, determined as though
      the participant has served as a director until attaining the normal retirement
      date, commencing on May 1st following attainment of age 72.




6


In
      the
      event of the participant’s death prior to his/her normal retirement date,
      his/her beneficiary will receive a benefit determined as though the participant
      had served as director until his/her normal retirement date. In the event of
      termination for cause, no benefit will be paid under the plan.




***Deferred
      Income Agreements.*** The Bank
      maintains deferred income agreements (the “Agreement(s)”) with directors Donald
      G. Helliwell, Robert W. Bozenhard, Jr., and George W. Jones (the “Director(s)”).
      The Agreements allowed the Directors to defer their director fees during the
      years 1985-1990, and to have such fees, plus interest, paid to the Directors
      in
      later years pursuant to the terms of the Agreements. Under the Agreements,
      the
      Bank will pay Directors Helliwell and Jones a total sum of $75,930, and Director
      Bozenhard a total sum of $90,572, in 120 monthly installments of $633 and $755,
      respectively. Payments commenced to Director Helliwell and Director Jones upon
      their attainment of age 65, and to Director Bozenhard, Jr. upon his attainment
      of age 67. In the event a Director should die before 120 payments have been
      made, the Bank will make the remaining monthly payments to the Director’s
      designated beneficiary or, if none, to his estate.




**Executive
      Compensation**





The
      following table sets forth the cash compensation paid and bonuses accrued as
      well as certain other compensation paid or accrued for services rendered in
      all
      capacities during the years ended December 31, 2005 and 2004 to the Chief
      Executive Officer of the Company and the Bank and the four other executive
      officers of the Company or the Bank who received total annual compensation
      in
      excess of $100,000 (“Named Executive Officers”).




**Long-term
                Compensation****Annual
                Compensation**
            **Awards**
            **Payout****Name
                and Principal Position**
            **Year**
              **Ended**
              **12/31****(1)**
            **Salary**
            **Bonus**
            **Other
                Annual Compensation****(2)**
            **Restricted**
              **Stock**
              **Awards**
            **Options/**
              **SARS**
              **(#)**
            **LTIP**
              **Payouts**
            **All
                Other Compensation****(3)**Richard
                B. Collins
              President
                and Chief Executive Officer
            2005
              2004
            $330,022
              283,815
            $94,044
              57,010
            $-
            $-
              -
            -
              -
            -
              -
            $10,500
              10,250Donald
                F.X. Lynch,
              Executive
                Vice
              President,
                Chief
              Financial
                Officer and
              Corporate
                Secretary
            2005
              2004
            163,279
              164,163
            45,362
              32,903
            -
            -
              -
            -
              -
            -
              -
            8,164
              8,202Keith
                E. Harvey
              Executive
                Vice
              President
                for
              Operations
                and Retail
              Sales
            2005
              2004
            160,898
              146,163
            37,802
              24,468
            -
            -
              -
            -
              -
            -
              -
            8,044
              7,308J.
                Jeffrey Sullivan
              Executive
                Vice
              President
                and Chief
              Lending
                Officer
            2005
              2004
            161,230
              151,423
            37,802
              25,228
            -
            -
              -
            -
              -
            -
              -
            8,061
              842John
                J. Patterson
              Senior
                Vice President,
              RiskManagement
            2005
              2004
            133,638
              133,252
            24,769
              17,801
            -
            -
              -
            -
              -
            -
              -
            6,682
              6,663


__________________________________


(1)  Summary
      compensation information is excluded for the year ended December 31, 2003 as
      the
      Company was not a public company during that year.


(2)  The
      Company and the Bank also provide certain members of senior management with
      the
      use of an automobile, club membership dues and certain other personal benefits,
      the aggregate value of which did not exceed the lesser of $50,000 or 10% of
      the
      total annual salary and bonus reported for each officer.


(3)  Represents
      employer contributions under the Bank’s 401(k) Plan.


7


**Benefit
      Plans**




***Executive
      Supplemental Compensation Agreements.*** The Bank
      has adopted Executive Supplemental Compensation Agreements for Messrs. Collins,
      Harvey, Lynch and Patterson. The agreements provide that each executive will
      receive benefits upon attaining normal retirement at age 65 (age 67 for Mr.
      Collins) or later. The normal retirement benefit is equal to 60% of the
      executive’s highest three years’ average base salary, reduced by the sum of the
      following: (i) the executive’s annual benefit on a single life income basis from
      the Bank’s defined benefit plan; (ii) the executive’s annual benefit on a single
      life income basis attributable to employer contributions and earnings thereon
      from the Bank’s 401(k) plan; (iii) the executive’s annual benefit on a
      single life income basis resulting from participation in a qualified plan with
      prior employers; and (iv) one half of the executive’s primary Social
      Security benefit. Benefits under the agreements are payable on a monthly basis
      over the longer of 180 months or the life of the executive. Annual normal
      retirement benefits shall be at least $12,000 for Mr. Lynch. In the event the
      executive dies after receiving the first payment and prior to receiving all
      of
      the payments under the agreement, the remaining payments will be made to the
      executive’s designated beneficiary, if any, or to the executive’s estate.
      Reduced benefits will be paid upon early retirement at age 62 (age 65 for Mr.
      Collins).




In
      the
      event the executive dies while employed by the Bank, prior to attaining normal
      retirement age and prior to the first payment date under the agreement, the
      executive’s beneficiary will be entitled to a lump-sum payment. The Bank intends
      to fund its obligations under the agreements through insurance and has purchased
      split-dollar life insurance policies on the lives of the executives. In the
      event that the insurer cannot meet its obligations under the policies for
      Messrs. Collins and Harvey, the agreements provide that the corporation will
      pay
      the supplemental death benefit. The split-dollar policies will pay lump-sum
      death benefits of at least $1.2 million and $600,000, respectively, to each
      of
      Mr. Collins’ and Mr. Harvey’s beneficiaries. Each of the agreements for Messrs.
      Patterson and Lynch provides for pre-retirement death benefits equal to the
      portion of the proceeds of a life insurance policy that exceeds the greater
      of
      (i) the cumulative premiums paid towards the policy less the economic benefits
      charged to the executive as compensation paid by the Bank or (ii) the policy’s
      cash surrender value.




In
      the
      event of disability prior to attaining normal retirement age, the executive
      will
      be entitled to supplemental compensation payable on a monthly basis over the
      longer of 180 months or life, beginning at age 65 (age 62 for Mr.
      Harvey).




An
      executive may elect, prior to the calendar year in which payments are to begin,
      any optional form of payment that is the actuarial equivalent of the benefit
      and
      the form of which is provided under the Bank’s pension plan, provided that if
      the executive elects a lump-sum payment, the Bank may require that such payment
      be made over a period of up to five years, plus interest compounded annually
      at
      6% per annum on the unpaid balance. The foregoing provisions of the Executive
      Supplemental Compensation Agreements that permit the executive to elect an
      optional form of retirement benefit in the year prior to payment will need
      to be
      amended and updated prior to December 31, 2006, in order to conform such
      provisions to changes in the tax laws under new code Section 409A.




No
      supplemental compensation will be paid to Messrs. Collins, Harvey, Lynch or
      Patterson in the event employment is terminated for any reason other than normal
      or early retirement, or disability.




For
      the
      year ended December 31, 2005, the Bank accrued benefits under the plan in the
      amounts of $150,170.81, $8,316.98, $22,438.26 and $7,986.63 for Messrs. Collins,
      Lynch, Harvey and Patterson, respectively.




***Defined
      Contribution Plan.*** The Bank
      maintains a defined contribution retirement plan through the Cooperative Banks
      Employees Retirement Association (“CBERA”) (the “Plan”). All employees who have
      attained age 21 and have completed one year of employment during which they
      worked at least 1,000 hours must be enrolled in the Plan and begin making at
      least the minimum pre-tax contribution of 1% of compensation. Participants
      may
      make additional pre-tax contributions up to a total of 50% of compensation,
      and
      may also elect to contribute on an after-tax basis (other than the required
      1%
      pre-tax amount). However, the maximum aggregate percentage of compensation
      that
      a participant may defer is 50% of compensation. Participants become immediately
      100% vested in their employee contributions and earnings thereon. The Bank
      will
      make matching contributions equal to 100% of the participant’s first 5% of his
      elective (pre-tax) or employee (after-tax) contributions. Employees may enter
      the Plan as of the first day of the month following their date of hire, provided
      such early enrollees will become eligible to receive the Bank’s matching
      contributions only after satisfying the bank’s eligibility requirements.
      Participants


8


become
      vested in the Bank’s matching contributions at the rate of 20% per year,
      starting upon completion of two years of vesting service, and become fully
      vested after six years. They also become fully vested in the bank matching
      contributions upon early, normal, or deferred retirement, or death. The Plan
      permits participants to direct the investment of their accounts into various
      investment options. Upon attainment of normal retirement age (age 65) or early
      retirement age (age 62, or age 55 with five years of vesting service, or age
      50
      with 15 years of vesting service), participants may choose among various
      retirement benefit options. The normal form of retirement benefit for
      participants who are not married and who were participants prior to
      January 1, 1989 is a single life annuity. The normal form of benefit for
      participants who are married is a 100% joint and survivor annuity. Employees
      who
      became participants after December 31, 1988 or who waive the normal form of
      benefit may elect the following forms of retirement benefit payments:
      (i) payment of their entire vested account balance in a total distribution
      or in installments, (ii) payment of their after-tax contributions and
      transfer of their pre-tax contributions, matching contributions, and all
      investment earnings to the Bank’s defined benefit plan to be paid as an annuity;
      (iii) payment of their employee contribution account in a single payment and
      transfer of their matching contribution account to the Bank’s defined benefit
      plan to be paid as an annuity; or (iv) transfer their entire account balance
      to
      the Bank’s defined benefit plan to be paid as an annuity. The Plan permits loans
      to participants.




***Defined
      Benefit Pension Plan.*** The Bank
      maintains a defined benefit retirement plan offered through CBERA. Employees
      who
      have attained age 21 and completed one year of employment during which they
      worked at least 1,000 hours must be enrolled under the plan. The Bank annually
      contributes an amount to the plan necessary to satisfy the minimum funding
      requirements established under the Employee Retirement Income Security Act
      of
      1974, as amended (“ERISA”).




Participants
      in the plan become vested in their retirement benefits at the rate of 20% per
      year, starting upon completion of two years of vesting service, and become
      fully
      vested after six years. They also become 100% vested upon early, normal, or
      deferred retirement, or death. A participant’s retirement benefit is generally
      based on 0.75% of the participant’s final average compensation (equal to the
      average of the participant’s highest three consecutive calendar years’
compensation), plus 0.5% of the final average compensation in excess of the
      participant’s covered compensation (equal to the average of the Social Security
      Wage Bases in effect during the 35 years prior to the participant’s Social
      Security normal retirement date), times all years of service from January 1,
      1989. In the event an employee participated under a prior plan formula as of
      December 31, 1988, any accrued benefits under that plan will be added to his
      benefit under the current plan. Participants who retire early after age 62
      will
      be entitled to an unreduced accrued pension. The normal form of retirement
      benefit for participants who are not married is a single life annuity. The
      normal form of retirement benefit for participants who are married is a 100%
      joint and survivor annuity. However, participants who are married and obtain
      their spouse’s consent may elect to receive a single cash payment or an annuity.
      In the event of a participant’s death, benefits normally will be paid to the
      participant’s spouse unless the spouse consents to an alternative beneficiary in
      writing, and the participant is at least 35 years old. In the event of death
      prior to the participant’s attainment of early or normal retirement age, the
      participant’s spouse may either defer receipt of the benefit until the
      participant would have reached age 701⁄2 or elect to receive a lump-sum payment.
      For the 2005 plan year, the Bank made a contribution to the plan of
      approximately $395,956.




The
      following table indicates the annual retirement benefit that would be payable
      under the plan upon retirement at age 65 in calendar year 2005, expressed in
      the
      form of a single life annuity for the final average salary and benefit service
      classification specified below:




**Final
                  Average**
              
              **Years
                  of Service and Benefit Payable at Retirement Corporate
                  Table****Annual
                  Compensation**
              
              **5**
              
              **10**
              
              **15**
              
              **20**
              
              **25**
              
              **30**$
              25,000
              
              
              $
              938
              
              $
              1,875
              
              $
              2,813
              
              $
              3,750
              
              $
              4,688
              
              $
              5,625$
              50,000
              
              
              $
              1,908
              
              $
              3,815
              
              $
              5,723
              
              $
              7,630
              
              $
              9,538
              
              $
              11,446$
              100,000
              
              
              $
              5,033
              
              $
              10,065
              
              $
              15,098
              
              $
              20,130
              
              $
              25,163
              
              $
              30,196$
              150,000
              
              
              $
              8,158
              
              $
              16,315
              
              $
              24,473
              
              $
              32,630
              
              $
              40,788
              
              $
              48,946$
              175,000
              
              
              $
              9,720
              
              $
              19,440
              
              $
              29,160
              
              $
              38,880
              
              $
              48,601
              
              $
              58,321$
              200,000
              
              
              $
              11,283
              
              $
              22,565
              
              $
              33,848
              
              $
              45,130
              
              $
              56,413
              
              $
              67,696


At
      December 31, 2005, Messrs. Collins, Lynch, Harvey, Sullivan and Patterson had
      4,
      32, 21, 2, and 12 years of credited service, respectively, under the
      plan.


9


***Incentive
      Plan.***The Bank
      maintains an incentive plan that provides cash awards to employees in years
      that
      the Bank attains target performance levels. For purposes of determining awards
      under the plan, the performancelevels in 2005, were weighted 25% to
      growth in core deposits, 25% to loan growth, and 50% to non-quantitative factors
      evaluated at the discretion of the Compensation Committee. **** For
      2006,
      performance levels will be weighted 60% to growth in net income, 20% to growth
      in deposits and 20% to loan growth. All active regular full-time, reduced
      full-time, and regular part-time employees of the Bank, other than financial
      service representatives, who are employed on the day plan payouts are approved
      are eligible to receive awards under the plan. Awards under the plan range
      from
      0% to 40.5% of base salary and vary depending on the participant’s position
      within the Bank. Awards under the plan are distributed during the first quarter
      of the year following the plan year for which the awards are
      granted.




For
      2005,
      awards under the plan to Messrs. Collins, Lynch, Harvey, Sullivan and Patterson
      were $94,044, $45,362, $37,802, $37,802, and $24,769 respectively.




***Employment
      Agreement.*** The Bank
      and the Company have entered into an employment agreement with Richard B.
      Collins, their President and Chief Executive Officer. The agreement has an
      initial term of three years. Prior to the anniversary date of the agreement,
      the
      Board of Directors of the Bank will evaluate Mr. Collins’ performance under the
      agreement, and will renew the agreement for an additional year so that the
      remaining term will be three years, unless the Board of Directors gives him
      notice of nonrenewal at least 30 days and not more than sixty (60) days prior
      to
      the anniversary date. The initial base salary for Mr. Collins under the
      agreement is $340,000. In addition to the base salary, the agreement provides
      for, among other things, participation in incentive plans and other employee
      pension benefit and fringe benefit plans applicable to executive employees.
      Under the agreement, Mr. Collins’ employment may be terminated for cause at any
      time, in which event he would have no right to receive compensation or other
      benefits for any period after termination.




Certain
      events resulting in Mr. Collins’ termination or resignation will entitle him to
      payments of severance benefits following termination of employment. Mr. Collins
      will be entitled to severance benefits under the employment agreement in the
      event (A) his employment is involuntarily terminated either prior to or
      following a change in control (for reasons other than cause, death, disability
      or retirement), (B) he resigns during the term of the agreement (whether before
      or after a change in control) following (i) the failure to elect or reelect
      or to appoint or reappoint him to his executive position, (ii) a
      significant change in his functions, duties or responsibilities, or change
      in
      the nature or scope of his authority, (iii) the liquidation or dissolution
      of
      the Bank or the Company that would affect his status, (iv) a reduction in
      his annual compensation or benefits or relocation of his principal place of
      employment by more than 25 miles from its location as of the date of the
      agreement or (v) a material breach of the agreement by the Bank, or
      (C) he resigns employment at any time during the term of the agreement
      following a change in control as a result of a failure to renew or extend the
      agreement, then he would be entitled to a severance payment equal to three
      times
      the sum of his base salary and the highest rate of bonus awarded to him during
      the prior three years, payable in a lump sum. In addition, he would be entitled,
      at no expense to him, to the continuation of substantially comparable life,
      medical, dental and disability coverage for 36 months following the date of
      termination (or if sooner, the date he becomes eligible for Medicare coverage).
      Mr. Collins will also receive a lump sum cash payment equal to the present
      value
      (discounted at 6%) of contributions that would have been made on his behalf
      by
      the Bank under its 401(k) plan and employee stock ownership plan and any other
      defined contribution plans as if he had continued working for the 36-month
      period following his termination of employment. In the event that his employment
      has terminated for a reason entitling him to severance payments, Mr. Collins
      would receive an aggregate severance payment of approximately $1,424,752 based
      upon his current level of compensation.




Under
      the
      agreement, if Mr. Collins becomes disabled or incapacitated to the extent he
      is
      unable to perform his duties for six consecutive months, the Bank will continue
      to pay his salary for the longer of one year, or the remaining term of the
      agreement, reduced by payments to him under any applicable disability program.
      In the event of his death, his estate or beneficiaries will be paid his base
      salary for one year from his death, and will receive continued medical, dental,
      family and other benefits for one year. Upon retirement at age 65 or such later
      date determined by the Board of Directors, Mr. Collins will receive only those
      benefits to which he is entitled under any retirement plan of the Bank to which
      he is a party.




Upon
      termination of Mr. Collins’ employment other than in connection with a change in
      control, he agrees not to compete with the Bank for a period of one year
      following termination of his employment within 25 miles of any existing branch
      of the Bank or any subsidiary of the Company, or within 25 miles of any office
      for which the Bank, or a subsidiary has filed an application for regulatory
      approval to establish an office.


10





***Change
      in Control Agreements.*** The Bank
      has entered into change in control agreements with its three executive vice
      presidents, Donald F.X. Lynch, Keith E. Harvey and J. Jeffrey Sullivan. The
      agreements provide certain benefits to these individuals in the event of a
      change in control of the Bank or the Company. Each of the agreements provides
      for a term of 36 months. Commencing on each anniversary date, the Board of
      Directors may extend the agreements for an additional year. The agreements
      provide certain protections against termination without cause in the event
      of a
      change in control (as defined in the agreements). These protections are
      frequently offered by financial institutions, and the Board of Directors has
      determined that the Bank would be at a competitive disadvantage in attracting
      and retaining key employees if it does not offer similar
      protections.




Under
      each of the agreements, following a change in control of the Company or the
      Bank, an officer is entitled to a payment if the officer’s employment is
      involuntarily terminated during the term of the agreement, other than for cause,
      as defined, death or disability. Involuntary termination includes the officer’s
      termination of employment during the term of the agreement and following a
      change in control as the result of a demotion, loss of title, office or
      significant authority, reduction in the officer’s annual compensation or
      benefits, or relocation of the officer’s principal place of employment by more
      than 25 miles from its location immediately prior to the change in control.
      In
      addition, for the first 12 months following a change in control, if the Bank
      (or
      its successor) fails to renew the agreement, the officer can voluntarily resign
      and receive the severance payment. In the event that an officer is entitled
      to
      receive payments pursuant to the agreement, the officer will receive a cash
      payment of up to a maximum of two times the sum of his base salary and highest
      rate of bonuses awarded to him over the prior three years, subject to applicable
      withholding taxes. Under the proposed agreements, Messrs. Lynch, Harvey and
      Sullivan would receive an aggregate of $460,936, $437,653 and $421,076,
      respectively, upon a change in control, based upon their current levels of
      compensation. In addition to the severance payment, each officer is entitled
      to
      receive life, medical and dental coverage for a period of up to 24 months from
      the date of termination (or if sooner, the date on which the officer becomes
      eligible for Medicare coverage), as well as a lump sum cash payment equal to
      the
      present value (discounted at 6%) of contributions that would have been made
      on
      his behalf by the Bank under its 401(k) plan and employee stock ownership plan
      and any other defined contribution plans as if the executive had continued
      working for the 24-month period following his termination of employment.
      Notwithstanding any provision to the contrary in the agreement, payments under
      the agreement are limited so that they will not constitute an excess parachute
      payment under Section 280G of the Internal Revenue Code.





***Employee
      Stock Ownership Plan and Trust.*** The
      Board of Directors of the Bank has adopted an employee stock ownership plan,
      and
      the Board of Directors of the Company has ratified the loan to the employee
      stock ownership plan. Employees who are at least 21 years old with at least
      one
      year of employment with the Bank are eligible to participate. The employee
      stock
      ownership plan trust borrowed funds from the Company and used those funds to
      purchase 641,301 shares of Company common stock in the initial public offering.
      Collateral for the loan is the common stock purchased by the employee stock
      ownership plan. The loan will be repaid principally from Bank discretionary
      contributions to the employee stock ownership plan over a period of
      20 years. The loan documents provide that the loan may be repaid over a
      shorter period, without penalty for prepayments. The interest rate for the
      loan
      is a floating rate equal to the prime rate. Shares purchased by the employee
      stock ownership plan are held in a suspense account for allocation among
      participants as the loan is repaid.




Contributions
      to the employee stock ownership plan and shares released from the suspense
      account in an amount proportional to the repayment of the employee stock
      ownership plan loan are allocated among employee stock ownership plan
      participants on the basis of compensation in the year of allocation. Benefits
      under the plan vest at the rate of 20% per year, starting upon completion of
      two
      years of credited service, and are fully vested upon completion of six years
      of
      credited service, with credit given to participants for years of credited
      service with the Bank’s mutual predecessor. A participant’s interest in his
      account under the plan will also fully vest in the event of termination of
      service due to a participant’s early or normal retirement, death, disability, or
      upon a change in control (as defined in the plan). Vested benefits are payable
      generally in the form of common stock, or to the extent participants’ accounts
      contain cash, benefits are paid in cash. Pursuant to SOP 93-6, the Company
      is
      required to record compensation expense each year in an amount equal to the
      fair
      market value of the shares released from the suspense account. In the event
      of a
      change in control, the employee stock ownership plan will terminate.








11


**Stock
        Performance Graph**
 
 Set
        forth
        hereunder is a stock performance graph comparing (a) the cumulative total
        return on the Company’s common stock for the period beginning on July 13, 2005
        through December 31, 2005, (b) the




The
      cumulative total return on the Company’s common stock was computed assuming the
      reinvestment of cash dividends during the period and is expressed in dollars
      based on an assumed initial investment of $100.







There
      can
      be no assurance that the Company’s common stock’s performance will continue in
      the future with the same or similar trend depicted in the graph. The Company
      will not make or endorse any predictions as to future stock
      performance *.*




**Compensation
      Committee Interlocks and Insider Participation**





The
      full
      Board of Directors of the Bank approves the salaries to be paid each year to
      officers of the Bank at the level of Vice President and higher, based on the
      recommendations of the Compensation Committee. Richard B. Collins is a director
      of the Company in addition to being the President and Chief Executive officer
      of
      the Company and of the Bank. Mr. Collins does not participate in the Board
      of
      Directors’ determination of compensation for his office.











12






**Report
      of the Compensation Committee of the Board of Directors on Executive
      Compensation**





Under
      rules established by the SEC, the Company is required to provide certain data
      and information regarding compensation and benefits provided to its Chief
      Executive Officer and other executive officers. The disclosure requirements
      for
      the Chief Executive Officer and other executive officers include a report
      explaining the rationale and considerations that led to fundamental executive
      compensation decisions affecting those individuals.  In fulfillment of this
      requirement, the Compensation Committee of the Board of Directors has prepared
      the following report.




The
      Compensation Committee is appointed by the Board of Directors of the Company
      to
      assist the Board in fulfilling its responsibilities related to the development
      of criteria and goals for the Company’s executive officers and the review and
      approval of the compensation and benefits of the Company’s executive officers.
      Annually, the Committee reviews the compensation level of the executive officers
      of the Company and the Bank and recommends changes to the Board of Directors.
      The Compensation Committee is composed entirely of non-employee directors.
      The
      Committee may ask members of management or others, including legal counsel,
      to
      attend meetings or to provide relevant information.




The
      Compensation Committee’s authority and responsibilities include, but are not
      limited to reviewing, evaluating and recommending the following:




·
            Company
                objectives relevant to the Chief Executive Officer and the cash and
                equity
                compensation of the Chief Executive Officer; evaluating the Chief
                Executive Officer’s performance relative to established goals; and
                reviewing, evaluating and recommending to the full Board of Directors
                Chief Executive Officer
                compensation.




·
            Goals
                relevant to the compensation of the Company’s executive officers and
                reviewing such officers’ performance in light of these goals and
                determining (or recommending to the full Board for determination)
                such
                officers’ cash and equity compensation based on this
                evaluation.




·
            Annual
                compensation percentage increases available to all
                staff.




·
            The
                terms of employment and severance agreements/arrangements for executive
                officers, including any change of control and indemnification
                agreements.




The
      Committee is also responsible for administering the Company’s benefit plans
      related to any stock option plan or recognition and retention plan adopted
      by
      the Company, the Company’s Employee Stock Ownership Program and various other
      benefit plans, as well as retaining and/or terminating the engagement of any
      compensation and benefit consultants or legal counsel used to assist the
      Committee in fulfilling its responsibilities.




The
      compensation program for the Company’s executive officers and other employees
      historically has consisted of two key elements: base salary and annual incentive
      plan payouts. In addition, in 2006 the Board of Directors recommended adoption
      of a stock-based incentive plan to provide the officers, employees and directors
      of the Company and the Bank with additional incentives to promote the growth
      and
      performance of the Company. That plan is subject to stockholder approval and
      will be considered and voted on by stockholders at the Company’s 2006 Annual
      Meeting of Stockholders.




**Base
      Salaries** .
      Base
      salary levels and changes to such levels reflect a variety of factors, including
      the results of the Compensation Committee’s review of reports from independent
      consulting firms as well as compensation surveys prepared by banking
      associations and professional firms. For 2005, as in past years, the
      Compensation Committee consulted with a nationally recognized compensation
      consulting firm to aid in establishing Bank-wide compensation levels. In
      addition, in 2005, the Compensation Committee also obtained a summary of
      compensation paid to executives of similarly-sized financial institutions in
      the
      New England and Mid-Atlantic Regions. As a result of its review of that summary,
      the Committee concluded that base salaries and annual incentives offered by
      the
      Bank to executive officers were within the competitive range of
      similarly-situated financial services companies.




The
      Committee annually reviews the performance of the Chief Executive Officer and
      other executive officers and approves changes to base compensation based on
      such
      review. Factors considered by the Committee in




13


2005
      included each executive officer’s performance
      relative to the strategic goals of the Company, general managerial oversight
      of
      the Company, the quality of communications with the Board of Directors, the
      Company’s record of compliance with regulatory requirements, and the officer’s
      self-assessment of his or her achievement of performance goals. The Compensation
      Committee also considers the executive officer’s attainment of extraordinarygoals that may be identified by the Compensation Committee from year
      to
      year. In 2005, the Committee established goals related to the Company’s
      then-impending initial public offering. The increases to base compensation
      for
      the Company’s executive officers reflected their achievements related to the
      Company’s successful offering as well as their increased levels of
      responsibility at the newly-public Company.




While
      the
      Committee does not generally, and did not in 2005, use strict numerical formulas
      to determine changes in compensation for the Chief Executive Officer and other
      executive officers, and while it weighs a variety of different factors in its
      deliberations, it emphasized in 2005 and expects to continue to emphasize the
      profitability and scope of the Company’s operations, the experience, expertise
      and management skills of the Chief Executive Officer and other executive
      officers and their roles in the future success of the Company, as well as the
      compensation surveys discussed above. While each of the quantitative and
      non-quantitative factors described above was considered by the Committee, such
      factors were not assigned a specific weight in evaluating the performance of
      the
      Chief Executive Officer and other executive officers. Rather, all factors were
      considered.




**Incentive
      Plan Payouts** .
      The
      Company’s Incentive Plan is designed to recognize and reward employees for their
      collective contributions to the Company’s success. The Incentive Plan focuses on
      the financial measures that the Board of Directors has determined are critical
      to Company’s growth and profitability.




The
      Compensation Committee approves the goals and objectives set forth in the
      Company’s Incentive Plan and establishes annually the level of incentive plan
      amount, if any, to be awarded to employees, including executive officers under
      the plan. The aggregate amount of incentive payments available for distribution
      to employees in any year is based on the performance of the Company as measured
      against certain pre-established quantitative thresholds. Specifically, incentive
      payments are based on the Company’s ability to meet stated loan and deposit
      growth targets as well as non-quantitative factors evaluated at the discretion
      of the Compensation Committee. Once the aggregate incentive payment amount
      is
      established, individual incentive payments to employees, including executive
      officers, are calculated based on the employee’s base salary. In 2005, the
      incentive payments for the year ended December 31, 2005 to the Named Executives
      are indicated in the table under “Executive Compensation.”




In
      2005,
      the full Board of Directors (without the participation of Mr. Collins)
      determined the compensation of the Chief Executive Officer based on
      recommendations of the Compensation Committee. Factors considered by the
      Compensation Committee in recommending the Chief Executive Officer’s 2005 base
      salary included his individual performance, the performance of the Company
      under
      his direction and
      the
      advancement of the Company’s strategic goals. In 2005, with respect to Mr.
      Collins, the Committee recommended to the full Board of Directors a $64,855
      increase in base salary to $340,000. Based on the calculations described above
      for the Incentive Plan, the Committee also recommended a $37,034 increase in
      Mr.
      Collins’ annual incentive award to $94,044. The full Board of Directors adopted
      the recommendation of the Compensation Committee.




This
      report has been provided by the Compensation Committee:




Carol
                  Moore Cutting
              Carol
                  A. Leary
              Donald
                  G. HelliwellKevin
                  E. Ross
              Robert
                  A. Stewart, Jr.
              Thomas
                  H. Themistos




**ITEM
      12.** **Security
      Ownership of Certain Beneficial Owners and Management and Related Stockholder
      Matters**




Persons
      and groups who beneficially own in excess of five percent of the common stock
      of
      the Company are required to file certain reports with the SEC regarding such
      ownership. The following table sets forth, as of March 31, 2006, the shares
      of
      common stock beneficially owned by each person who was the beneficial owner
      of
      more than five percent of the Company’s outstanding shares of common stock,
      including shares owned by its directors and executive officers as a group.
      For
      security ownership of management, please see “Item 10. Directors and Executive
      Officers of the Registrant” above.




14


**Amount
                    of Shares****Owned
                    and Nature**
                
                **Percent
                    of Shares****Name
                    and Address of**
                **of
                    Beneficial**
                
                **of
                    Common Stock****Beneficial Owners**
                **Ownership****(1)**
                
                **Outstanding****Principal
                    Stockholders:**United
                    Mutual Holding Company
                9,189,722
                
                53.4%95
                    Elm StreetWest
                    Springfield, Massachusetts 01089United
                    Mutual Holding Company**(2)**
                ****9,336,709
                
                54.26%and
                    all Directors and Executive Officersas
                    a group (19 persons)


_____________________________


(1) A
      person
      is deemed to be the beneficial owner, for purposes of this table, of any shares
      of common stock if he has shared voting or investment power with respect to
      such
      security, or has a right to acquire beneficial ownership at any time within
      60
      days from March 31, 2006.  As used herein, “voting power” is the power to
      vote or direct the voting of shares and “investment power” is the power to
      dispose or direct the disposition of shares. Includes all shares held directly
      as well as by spouses and minor children, in trust and other indirect ownership,
      over which shares the named individuals effectively exercise sole or shared
      voting and investment power.


(2) The
      Company’s executive officers and directors are also executive officers and
      directors of United Mutual Holding Company (the “MHC”). Excluding shares held by
      the MHC, the Company’s executive officers and directors owned an aggregate of
      146,987 shares, or 0.85% of the outstanding shares.




**ITEM
      13.** **Certain
      Relationships and Related Transactions**




**Transactions
      with Certain Related Persons**





All
      transactions between the Company and its executive officers, directors, holders
      of 10% or more of the shares of its common stock and affiliates thereof, are
      on
      terms no less favorable to the Company than could have been obtained by it
      in
      arm’s-length negotiations with unaffiliated persons. The balance of loans
      outstanding to directors, executive officers and their related interests
      amounted to $1,071,141 at December 31, 2005. The Sarbanes-Oxley Act of 2002
      generally prohibits an issuer from: (i) extending or maintaining credit; (ii)
      arranging for the extension of credit; or (iii) renewing an extension of credit
      in the form of a personal loan for an officer or director. There are several
      exceptions to this general prohibition, however, one of which is applicable
      to
      the Company. Namely, this prohibition does not apply to loans made by a
      depository institution that is insured by the FDIC and is subject to the insider
      lending restrictions of the Federal Reserve Act. All loans to the Company’s
      directors and officers by the Bank are made in conformity with the Federal
      Reserve Act and regulations promulgated thereunder.




**ITEM
      14.** **Principal
      Accountant Fees and Services**




The
      Audit
      Committee of the Board of Directors of the Company has approved the engagement
      of Grant Thornton, LLP to be the Company’s independent registered public
      accounting firm for the 2006 year, subject to the ratification of the engagement
      by the Company’s stockholders. At the Annual Meeting, stockholders will consider
      and vote on the ratification of the engagement of Grant Thornton, LLP for the
      Company’s year ending December 31, 2006. A representative of Grant Thornton, LLP
      is expected to attend the Annual Meeting to respond to appropriate questions
      and
      to make a statement, if deemed appropriate.




Stockholder
      ratification of the selection of the independent registered public accounting
      firm is not required by the Company’s bylaws or otherwise. However, the Board of
      Directors is submitting the selection of the independent registered public
      accounting firm to the stockholders for ratification as a matter of good
      corporate practice. If the stockholders fail to ratify the independent
      registered public accounting firm selected by the Audit Committee, the Audit
      Committee will reconsider whether or not to retain that firm. Even if the
      selection is ratified, the Audit Committee in its discretion may direct the
      appointment of a different independent accounting firm at any time during the
      year if it determines that such change is in the best interests of the Company
      and its stockholders.




***Audit
      Fees*** .
      During
      2005 the fees billed for professional services rendered by Grant Thornton,
      LLP
      were $444,023. Such fees include fees related to the Company’s filing of the
      registration statement on Form S-1 of $226,273 and the audit of the Company’s
      annual financial statements and for the review of the consolidated financial
      statements, including the Company’s quarterly reports on Forms 10-Q, of
      $217,750. During 2004, the fees  billed for professional services rendered
      by Grant Thornton, LLP for the audit of the Company’s annual financial
      statements were $195,000.


15







***Audit-Related
      Fees*** .
      During
      2005 there were no fees billed for professional services by Grant Thornton,
      LLP
      that are reasonably related to the performance of the audit. During 2004, fees
      billed for professional services by Grant Thornton, LLP related to the mutual
      holding company conversion were $17,198.




***Tax
      Fees*** .
      During
      the past two years the fees billed for professional services by Grant Thornton,
      LLP for tax services such as tax advice, tax planning, tax compliance and the
      review of tax returns were $20,907 for 2005 and $9,000 for 2004. All tax fees
      billed by Grant Thornton, LLP during 2005 were pre-approved by the Audit
      Committee.





***All
      Other Fees*** .
      There
      were no fees billed to the Company by Grant Thornton, LLP that are not described
      above during the past two fiscal years.




The
      Audit
      Committee considered whether the provision of non-audit services was compatible
      with maintaining the independence of its independent registered public
      accounting firm. The Audit Committee concluded that performing such services
      in
      2005 did not affect the independent registered public accounting firm’s
      independence in performing its function as auditors of the Company’s financial
      statements.




**Policy
      on Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent
      Auditor**





The
      Audit
      Committee’s policy is to pre-approve all audit and non-audit services provided
      by the Company’s independent registered public accounting firm. These services
      may include audit services, audit-related services, tax services and other
      services. Pre-approval is generally provided for up to one year and any
      pre-approval is detailed as to particular service or category of services and
      is
      generally subject to a specific budget. The Audit Committee has delegated
      pre-approval authority to its Chairman when expedition of services is necessary.
      The independent registered public accounting firm and management are required
      to
      periodically report to the full Audit Committee regarding the extent of services
      provided by the independent registered public accounting firm in accordance
      with
      this pre-approval, and the fees for the services performed to date. ****




16


**SIGNATURES**





Pursuant
      to the requirements of Section 13 of the Securities Exchange Act of 1934, the
      Company has duly caused this report to be signed on its behalf by the
      undersigned, thereunto duly authorized.





**UNITED
                  FINANCIAL BANCORP, INC.**Date:April
                  28, 2006
              By:
              /s/
                  Richard B. CollinsRichard
                  B. CollinsChief
                  Executive Officer, President and Director(Duly
                  Authorized Representative)


Pursuant
      to the requirements of the Securities Exchange of 1934, this report has been
      signed below by the following persons on behalf of the Registrant and in the
      capacities and on the dates indicated.





Signatures
                
                Title
                
                Date/s/
                    Richard B. Collins
                
                Chief
                    Executive Officer,
                
                April
                    28, 2006Richard
                    B. Collins
                
                President
                    and Director (PrincipalExecutive
                    Officer)/s/
                    Donald F.X. Lynch
                
                Executive
                    Vice President and
                
                April
                    28, 2006Donald
                    F. X. Lynch
                
                Chief
                    Financial Officer (PrincipalFinancial
                    and AccountingOfficer)/s/
                    Robert W. Bozenhard, Jr.
                
                Chairman
                    of the Board
                
                April
                    28, 2006Robert
                    W. Bozenhard, Jr./s/
                    Michael F. Crowley
                
                Director
                
                April
                    28, 2006Michael
                    F. Crowley/s/
                    Carol Moore Cutting
                
                Director
                
                April
                    28, 2006Carol
                    Moore Cutting/s/
                    Donald G. Helliwell
                
                Director
                
                April
                    28, 2006Donald
                    G. Helliwell/s/
                    George W. Jones
                
                
                
                April
                    28, 2006George
                    W. Jones
                
                Director/s/
                    Carol A. Leary
                
                Director
                
                April
                    28, 2006Carol
                    A. Leary/s/
                    G. Todd Marchant
                
                Director
                
                April
                    28, 2006G.
                    Todd Marchant/s/
                    Kevin E. Ross
                
                Director
                
                April
                    28, 2006Kevin
                    E. Ross







17




/s/
                Robert A. Stewart, Jr.
            
            Director
            
            April
                28, 2006Robert
                A. Stewart, Jr./s/
                Thomas H. Themistos
            
            Director
            
            April
                28, 2006Thomas
                H. Themistos/s/
                Michael F. Werenski
            
            Director
            
            April
                28, 2006Michael
                F. Werenski 18