##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2007
 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.
  Delaware
    
    20-3135053(State or other jurisdiction of incorporation or organization)
    
    (IRS Employer Identification No.)
 99 NORTH STREET
PITTSFIELD, MASSACHUSETTS 01201
 (413) 443-4421
 
 þ o
  o þ o
 o þ
 9,727,326




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##### 



LEGACY BANCORP, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 Page No.Part I  Financial InformationItem 1
    
    Financial StatementsConsolidated Balance Sheets as of June 30, 2007 and December 31, 2006
    
    
    2Consolidated Statements of Income for the three months ended June 30, 2007 and 2006 and the six months ended June 30, 2007 and 2006
    
    
    3Consolidated Statements of Changes in Stockholders Equity for the six months ended June 30, 2007 and 2006
    
    
    4Consolidated Statements of Cash Flows for the six months ended June 30, 2007 and 2006
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    7Item 2
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    8Item 3
    
    Quantitative and Qualitative Disclosures about Market Risks
    
    
    20Item 4
    
    Controls and Procedures
    
    
    21Part II  Other InformationItem 1
    
    Legal Proceedings
    
    
    21Item 1A
    
    Risk Factors
    
    
    21Item 2
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    21Item 3
    
    Defaults Upon Senior Securities
    
    
    21Item 4
    
    Submission of Matters to a Vote of Security Holders
    
    
    22Item 5
    
    Other Information
    
    
    22Item 6
    
    Exhibits
    
    
    23EX-31.1 Section 302 Certification of CEOEX-31.2 Section 302 Certification of CFOEX-32 Section 906 Certification of CEO and CFO
  1




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 Item 1: Financial Statements
 LEGACY BANCORP, INC. AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
 (Dollars in thousands)
 June 30,
    
    
    December 31,2007
    
    
    2006(Unaudited)ASSETSCash and due from banks
    
    $
    11,813
    
    
    $
    10,442Short-term investments
    
    
    7,164
    
    
    
    11,202Cash and cash equivalents
    
    
    18,977
    
    
    
    21,644Securities and other investments
    
    
    165,420
    
    
    
    176,132Loans held for sale
    
    
    802
    
    
    
    Loans, net of allowance for loan losses of $5,043
in 2007 and $4,677 in 2006
    
    
    615,536
    
    
    
    578,802Premises and equipment, net
    
    
    17,442
    
    
    
    15,416Accrued interest receivable
    
    
    3,491
    
    
    
    3,552Goodwill, net
    
    
    3,085
    
    
    
    3,085Net deferred tax asset
    
    
    4,520
    
    
    
    4,474Bank-owned life insurance
    
    
    14,363
    
    
    
    4,424Other assets
    
    
    751
    
    
    
    789$
    844,387
    
    
    $
    808,318LIABILITIES AND STOCKHOLDERS EQUITYDeposits
    
    $
    550,234
    
    
    $
    518,248Securities sold under agreements to repurchase
    
    
    4,219
    
    
    
    5,575Federal Home Loan Bank advances
    
    
    141,063
    
    
    
    127,438Mortgagors escrow accounts
    
    
    870
    
    
    
    944Accrued expenses and other liabilities
    
    
    6,228
    
    
    
    6,116Total liabilities
    
    
    702,614
    
    
    
    658,321Commitments and contingenciesStockholders EquityPreferred Stock ($.01 par value, 10,000,000 shares
authorized, none issued or outstanding)
    
    
    
    
    
    
    Common Stock ($.01 par value, 40,000,000 shares
authorized and 10,308,600 issued at June 30, 2007 and
December 31, 2006; 10,011,356 outstanding at June 30,
2007, and 10,308,600 outstanding at December 31, 2006)
    
    
    103
    
    
    
    103Additional paid-in-capital
    
    
    101,288
    
    
    
    106,094Unearned Compensation  ESOP
    
    
    (9,153
    )
    
    
    (9,519
    )Unearned Compensation  Equity Incentive Plan
    
    
    (4,838
    )
    
    
    (5,375
    )Retained earnings
    
    
    59,320
    
    
    
    58,863Accumulated other comprehensive loss
    
    
    (388
    )
    
    
    (169
    )Treasury stock, at cost (297,244 shares at June 30, 2007
and no shares at December 31, 2006)
    
    
    (4,559
    )
    
    
    Total stockholders equity
    
    
    141,773
    
    
    
    149,997$
    844,387
    
    
    $
    808,318
  2




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##### Table of Contents



LEGACY BANCORP, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF INCOME
 (Dollars in thousands)
 Three Months Ended June 30,
    
    
    Six Months Ended June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006(Unaudited)
    
    
    (Unaudited)Interest and dividend income:Loans
    
    $
    10,003
    
    
    $
    8,861
    
    
    $
    19,541
    
    
    $
    17,375Securities:Taxable
    
    
    2,031
    
    
    
    1,796
    
    
    
    4,070
    
    
    
    3,559Tax-Exempt
    
    
    66
    
    
    
    60
    
    
    
    132
    
    
    
    115Short-term investments
    
    
    137
    
    
    
    131
    
    
    
    293
    
    
    
    211Total interest and dividend income
    
    
    12,237
    
    
    
    10,848
    
    
    
    24,036
    
    
    
    21,260Interest expense:Deposits
    
    
    4,547
    
    
    
    3,268
    
    
    
    8,645
    
    
    
    5,969Federal Home Loan Bank advances
    
    
    1,778
    
    
    
    1,608
    
    
    
    3,390
    
    
    
    3,183Other borrowed funds
    
    
    29
    
    
    
    32
    
    
    
    62
    
    
    
    68Total interest expense
    
    
    6,354
    
    
    
    4,908
    
    
    
    12,097
    
    
    
    9,220Net interest income
    
    
    5,883
    
    
    
    5,940
    
    
    
    11,939
    
    
    
    12,040Provision for loan losses
    
    
    193
    
    
    
    176
    
    
    
    438
    
    
    
    340Net interest income after provision for loan losses
    
    
    5,690
    
    
    
    5,764
    
    
    
    11,501
    
    
    
    11,700Non-interest income:Customer service fees
    
    
    932
    
    
    
    653
    
    
    
    1,648
    
    
    
    1,307Portfolio management fees
    
    
    295
    
    
    
    261
    
    
    
    563
    
    
    
    499Income from bank owned life insurance
    
    
    100
    
    
    
    26
    
    
    
    122
    
    
    
    53Insurance, annuities and mutual fund fees
    
    
    61
    
    
    
    33
    
    
    
    109
    
    
    
    63Gain on sales of securities, net
    
    
    305
    
    
    
    127
    
    
    
    393
    
    
    
    166Gain on sales of loans, net
    
    
    49
    
    
    
    27
    
    
    
    97
    
    
    
    67Miscellaneous
    
    
    11
    
    
    
    11
    
    
    
    20
    
    
    
    21Total non-interest income
    
    
    1,753
    
    
    
    1,138
    
    
    
    2,952
    
    
    
    2,176Non-interest expenses:Salaries and employee benefits
    
    
    3,826
    
    
    
    2,951
    
    
    
    7,571
    
    
    
    5,785Occupancy and equipment
    
    
    713
    
    
    
    605
    
    
    
    1,414
    
    
    
    1,272Data processing
    
    
    521
    
    
    
    490
    
    
    
    1,035
    
    
    
    971Professional fees
    
    
    266
    
    
    
    397
    
    
    
    550
    
    
    
    766Advertising
    
    
    269
    
    
    
    237
    
    
    
    444
    
    
    
    388Other general and administrative
    
    
    748
    
    
    
    618
    
    
    
    1,508
    
    
    
    1,361Total non-interest expenses
    
    
    6,343
    
    
    
    5,298
    
    
    
    12,522
    
    
    
    10,543Income before income taxes
    
    
    1,100
    
    
    
    1,604
    
    
    
    1,931
    
    
    
    3,333Provision for income taxes
    
    
    385
    
    
    
    591
    
    
    
    713
    
    
    
    1,239Net income
    
    $
    715
    
    
    $
    1,013
    
    
    $
    1,218
    
    
    $
    2,094Earnings per shareBasic
    
    $
    0.08
    
    
    $
    0.11
    
    
    $
    0.13
    
    
    $
    0.22Diluted
    
    $
    0.08
    
    
    $
    0.11
    
    
    $
    0.13
    
    
    $
    0.22Weighted average shares outstandingBasic
    
    
    9,126,427
    
    
    
    9,552,787
    
    
    
    9,172,259
    
    
    
    9,545,953Diluted
    
    
    9,153,185
    
    
    
    9,552,787
    
    
    
    9,197,331
    
    
    
    9,545,953
  3




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##### Table of Contents



LEGACY BANCORP, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
 FOR THE SIX MONTHS ENDED JUNE 30, 2007 AND 2006
 (Dollars in thousands)
 (Unaudited)
 Unearned
    
    
    
    
    
    
    AccumulatedAdditional
    
    
    Unearned
    
    
    Compensation -
    
    
    
    
    
    
    Other
    
    
    
    
    
    
    TotalCommon Stock
    
    
    Paid-in
    
    
    Compensation -
    
    
    Equity
    
    
    Retained
    
    
    Comprehensive
    
    
    Treasury
    
    
    StockholdersShares
    
    
    Amount
    
    
    Capital
    
    
    ESOP
    
    
    Incentive Plan
    
    
    Earnings
    
    
    Income (Loss)
    
    
    Stock
    
    
    EquityBalance at December 31, 2005
    
    
    10,308,600
    
    
    $
    103
    
    
    $
    100,202
    
    
    $
    (10,252
    )
    
    $
    
    
    
    $
    57,202
    
    
    $
    (1,089
    )
    
    $
    
    
    
    $
    146,166Comprehensive income:Net Income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,094
    
    
    
    
    
    
    
    
    
    
    
    2,094Net unrealized loss on securities
available for sale, net of reclassification
adjustment and tax effects
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (939
    )
    
    
    
    
    
    
    (939
    )Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,155Cash dividends declared ($0.06 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (572
    )
    
    
    
    
    
    
    
    
    
    
    (572
    )Common stock held by ESOP committed
to be released (27,490 shares)
    
    
    
    
    
    
    
    
    
    
    38
    
    
    
    366
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    404Balance at June 30, 2006
    
    
    10,308,600
    
    
    $
    103
    
    
    $
    100,240
    
    
    $
    (9,886
    )
    
    $
    
    
    
    $
    58,724
    
    
    $
    (2,028
    )
    
    $
    
    
    
    $
    147,153Balance at December 31, 2006
    
    
    10,308,600
    
    
    $
    103
    
    
    $
    106,094
    
    
    $
    (9,519
    )
    
    $
    (5,375
    )
    
    $
    58,863
    
    
    $
    (169
    )
    
    $
    
    
    
    $
    149,997Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,218
    
    
    
    
    
    
    
    
    
    
    
    1,218Net unrealized loss on securities
available for sale, net of reclassification
adjustment and tax effects
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (219
    )
    
    
    
    
    
    
    (219
    )Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    999Cash dividends declared ($0.08 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (761
    )
    
    
    
    
    
    
    
    
    
    
    (761
    )Common stock repurchased  Restricted stock portion
of 2006 Equity Incentive Plan (412,344 shares)
    
    
    (65,844
    )
    
    
    
    
    
    
    (5,579
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,080
    )
    
    
    (6,659
    )Common stock repurchased  5% Stock Repurchase
Program announced April 2007
    
    
    (231,400
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,479
    )
    
    
    (3,479
    )Stock option expense
    
    
    
    
    
    
    
    
    
    
    714
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    714Restricted stock expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    537
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    537Common stock held by ESOP committed
to be released (27,490 shares)
    
    
    
    
    
    
    
    
    
    
    59
    
    
    
    366
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    425Balance at June 30, 2007
    
    
    10,011,356
    
    
    $
    103
    
    
    $
    101,288
    
    
    $
    (9,153
    )
    
    $
    (4,838
    )
    
    $
    59,320
    
    
    $
    (388
    )
    
    $
    (4,559
    )
    
    $
    141,773
  4




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##### Table of Contents



LEGACY BANCORP, INC.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Dollars in thousands)
 Six Months ended June 30,2007
    
    
    2006(Unaudited)Cash flows from operating activities:Net income
    
    $
    1,218
    
    
    $
    2,094Adjustments to reconcile net income to net cash
provided by operating activities:Provision for loan losses
    
    
    438
    
    
    
    340Net accretion of securities
    
    
    (507
    )
    
    
    (598
    )Depreciation and amortization expense
    
    
    566
    
    
    
    500Gain on sales or impairment of securities, net
    
    
    (393
    )
    
    
    (166
    )Gain on sales of loans, net
    
    
    (97
    )
    
    
    (67
    )Loans originated for sale
    
    
    (6,817
    )
    
    
    (3,949
    )Proceeds from sale of loans
    
    
    6,112
    
    
    
    3,955Share-based compensation expense
    
    
    1,251
    
    
    
    Deferred tax provision
    
    
    76
    
    
    
    Employee Stock Ownership Plan expense
    
    
    425
    
    
    
    404Net change in:Bank-owned life insurance
    
    
    (125
    )
    
    
    (54
    )Accrued interest receivable
    
    
    61
    
    
    
    (367
    )Other assets
    
    
    38
    
    
    
    72Accrued expenses and other liabilities
    
    
    112
    
    
    
    (79
    )Net cash provided by operating activities
    
    
    2,358
    
    
    
    2,085Cash flows from investing activities:Activity in available-for-sale securities:Sales
    
    
    5,415
    
    
    
    1,162Maturities, prepayments and calls
    
    
    44,006
    
    
    
    51,097Purchases
    
    
    (37,921
    )
    
    
    (50,044
    )Redemption (purchase) of Federal Home Loan Bank stock
    
    
    478
    
    
    
    Purchase of other investments
    
    
    (747
    )
    
    
    (1,063
    )Maturities, prepayments and call of other investments
    
    
    40
    
    
    
    154Loan originations and purchases, net of principal payments
    
    
    (37,172
    )
    
    
    (26,228
    )Purchases of bank-owned life insurance
    
    
    (9,814
    )
    
    
    Additions to premises and equipment
    
    
    (2,592
    )
    
    
    (252
    )Net cash used in investing activities
    
    
    (38,307
    )
    
    
    (25,174
    )
   5




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##### Table of Contents



LEGACY BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Concluded)
(Dollars in thousands)
 Six Months ended June 30,2007
    
    
    2006(Unaudited)Cash flows from financing activities:Net increase in deposits
    
    
    31,986
    
    
    
    23,401Net decrease in securities sold under
agreements to repurchase
    
    
    (1,356
    )
    
    
    (499
    )Repayment of Federal Home Loan Bank advances
    
    
    (85,566
    )
    
    
    (84,290
    )Proceeds from Federal Home Loan Bank advances
    
    
    99,191
    
    
    
    90,346Net increase in mortgagors escrow accounts
    
    
    (74
    )
    
    
    (26
    )Repurchase of common stock
    
    
    (10,138
    )
    
    
    Payment of dividends on common stock
    
    
    (761
    )
    
    
    (572
    )Net cash provided by financing activities
    
    
    33,282
    
    
    
    28,360Net change in cash and cash equivalents
    
    
    (2,667
    )
    
    
    5,271Cash and cash equivalents at beginning of period
    
    
    21,644
    
    
    
    19,232Cash and cash equivalents at end of period
    
    $
    18,977
    
    
    $
    24,503Supplemental cash flow information:Interest paid on deposits
    
    $
    4,456
    
    
    $
    6,485Interest paid on Federal Home Loan Bank advances
    
    
    1,732
    
    
    
    4,197Interest paid on other borrowed funds
    
    
    29
    
    
    
    68Income taxes paid
    
    
    1,225
    
    
    
    1,165
  6




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##### Table of Contents



LEGACY BANCORP AND SUBSIDIARIES
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 1. Basis of presentation
  2. Recent Accounting Pronouncements
 Accounting for Servicing of Financial Assets Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities
 Accounting for
Uncertainty in Income Taxes
 Fair Value
Measurement
 Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement
Split-Dollar Life Insurance Arrangements
 7




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##### Table of Contents



The Fair
Value Option for Financial Assets and Financial Liabilities
 3. Earnings Per Share
  Three Months Ended June 30,
    
    
    Six Months Ended June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Net income applicable to common stock
    
    $
    715
    
    
    $
    1,013
    
    
    $
    1,218
    
    
    $
    2,094Average number of shares issued
    
    
    10,308,600
    
    
    
    10,308,600
    
    
    
    10,308,600
    
    
    
    10,308,600Less: average unallocated ESOP shares
    
    
    (700,834
    )
    
    
    (755,813
    )
    
    
    (707,668
    )
    
    
    (762,647
    )Less: average treasury shares
    
    
    (134,839
    )
    
    
    
    
    
    
    (82,173
    )
    
    
    Less: unvested restricted stock awards
    
    
    (346,500
    )
    
    
    
    
    
    
    (346,500
    )
    
    
    Average number of basic shares outstanding
    
    
    9,126,427
    
    
    
    9,552,787
    
    
    
    9,172,259
    
    
    
    9,545,953Plus: dilutive unvested restricted stock awards
    
    
    26,758
    
    
    
    
    
    
    
    25,072
    
    
    
    Plus: diluted shares based on stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Average number of diluted shares outstanding
    
    
    9,153,185
    
    
    
    9,552,787
    
    
    
    9,197,331
    
    
    
    9,545,953Basic earnings per share
    
    $
    0.08
    
    
    $
    0.11
    
    
    $
    0.13
    
    
    $
    0.22Diluted earnings per share
    
    $
    0.08
    
    
    $
    0.11
    
    
    $
    0.13
    
    
    $
    0.22
 4. Dividends
  5. Loan Commitments and other Contingencies
  
 Item 2: Managements Discussion and Analysis of Financial Condition and Results of Operations
  8




---



##### Table of Contents



Forward-Looking Statements
  Critical Accounting Policies
  Allowance for Loan Losses.
 Income Taxes.
  Comparison of Financial Condition at June 30, 2007 and December 31, 2006
 Overview:
 Investment Activities Part II, Item 2,
Unregistered Sales of Equity Securities and Use of Proceeds
 9




---



##### Table of Contents



At June 30, 2007
    
    
    At December 31, 2006Amortized Cost
    
    
    Fair Value
    
    
    Amortized Cost
    
    
    Fair Value(Dollars in Thousands)Securities available for sale:Government-sponsored enterprises
    
    $
    84,436
    
    
    $
    84,102
    
    
    $
    91,181
    
    
    $
    90,906Municipal bonds
    
    
    7,588
    
    
    
    7,456
    
    
    
    7,199
    
    
    
    7,174Corporate bonds and other obligations
    
    
    1,472
    
    
    
    1,473
    
    
    
    2,971
    
    
    
    2,977Mortgage-backed securities
    
    
    51,050
    
    
    
    50,399
    
    
    
    54,165
    
    
    
    53,838Total debt securities
    
    
    144,546
    
    
    
    143,430
    
    
    
    155,516
    
    
    
    154,895Common stock
    
    
    6,382
    
    
    
    7,842
    
    
    
    6,013
    
    
    
    7,318Total securities available for sale
    
    
    150,928
    
    
    
    151,272
    
    
    
    161,529
    
    
    
    162,213Securities held to maturity:Other bonds and obligations
    
    
    97
    
    
    
    97
    
    
    
    97
    
    
    
    97Restricted equity securities and other investments:Federal Home
Loan Bank of Boston stock
    
    
    8,521
    
    
    
    8,521
    
    
    
    8,999
    
    
    
    8,999Savings Bank Life Insurance
    
    
    1,709
    
    
    
    1,709
    
    
    
    1,709
    
    
    
    1,709Other investments
    
    
    3,821
    
    
    
    3,821
    
    
    
    3,114
    
    
    
    3,114Total restricted equity securities
and other investments
    
    
    14,051
    
    
    
    14,051
    
    
    
    13,822
    
    
    
    13,822Total securities
    
    $
    165,076
    
    
    $
    165,420
    
    
    $
    175,448
    
    
    $
    176,132
 Lending Activities:
 At June 30, 2007
    
    
    At December 31, 2006Amount
    
    
    Percent
    
    
    Amount
    
    
    Percent(Dollars in Thousands)Mortgage loans on real
estate:Residential
    
    $
    340,508
    
    
    
    54.97
    %
    
    $
    325,407
    
    
    
    55.85
    %Commercial
    
    
    188,632
    
    
    
    30.45
    
    
    
    170,971
    
    
    
    29.35Home equity
    
    
    56,289
    
    
    
    9.09
    
    
    
    56,856
    
    
    
    9.76585,429
    
    
    
    94.51
    
    
    
    553,234
    
    
    
    94.96Other loans:Commercial
    
    
    24,842
    
    
    
    4.01
    
    
    
    22,903
    
    
    
    3.93Consumer and other
    
    
    9,141
    
    
    
    1.48
    
    
    
    6,451
    
    
    
    1.1133,983
    
    
    
    5.49
    
    
    
    29,354
    
    
    
    5.04Total loans
    
    
    619,412
    
    
    
    100.00
    %
    
    
    582,588
    
    
    
    100.00
    %Other Items:Net deferred loan costs
    
    
    1,167
    
    
    
    
    
    
    
    891Unamortized premiums
    
    
    
    
    
    
    
    
    
    
    Allowance for loan losses
    
    
    (5,043
    )
    
    
    
    
    
    
    (4,677
    )Total Loans, net
    
    $
    615,536
    
    
    
    
    
    
    $
    578,802
 10




---



##### Table of Contents



Non-performing Assets:
 At June 30,
    
    
    At December 31,2007
    
    
    2006(Dollars in Thousands)Non-accrual loans:Residential mortgage
    
    $
    306
    
    
    $
    483Commercial mortgage
    
    
    550
    
    
    
    179Commercial
    
    
    293
    
    
    
    132Home equity, consumer and other
    
    
    53
    
    
    
    85Total non-accrual loans
    
    
    1,202
    
    
    
    879Loans greater than 90 days delinquent
and still accruing:Residential mortgage
    
    
    
    
    
    
    Commercial mortgage
    
    
    
    
    
    
    Commercial
    
    
    
    
    
    
    Home equity, consumer and other
    
    
    
    
    
    
    Total loans 90 days delinquent and still accruing
    
    
    
    
    
    
    Total non-performing assets
    
    $
    1,202
    
    
    $
    879Troubled debt restructurings
    
    $
    933
    
    
    $
    943Ratios:Non-performing loans to total loans
    
    
    0.19
    %
    
    
    0.15
    %Non-performing assets to total assets
    
    
    0.14
    %
    
    
    0.11
    %
 Allowance for Loan Losses :
   11




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##### Table of Contents



At or for the Three
    
    
    At or for the Six MonthsMonths Ended June 30,
    
    
    Ended June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006(Dollars in Thousands)Balance at beginning of period
    
    $
    4,864
    
    
    $
    4,463
    
    
    $
    4,677
    
    
    $
    4,220Charge-offs:Mortgage loans on real estate:
    
    
    (9
    )
    
    
    (50
    )
    
    
    (31
    )
    
    
    (50
    )Other loans:Commercial
    
    
    
    
    
    
    (1
    )
    
    
    (18
    )
    
    
    (5
    )Consumer and other
    
    
    (20
    )
    
    
    (16
    )
    
    
    (60
    )
    
    
    (49
    )Total other loans
    
    
    (20
    )
    
    
    (17
    )
    
    
    (78
    )
    
    
    (54
    )Total charge-offs
    
    
    (29
    )
    
    
    (67
    )
    
    
    (109
    )
    
    
    (104
    )Recoveries:Mortgage loans on real estate
    
    
    4
    
    
    
    
    
    
    
    11
    
    
    
    Other loans:Commercial
    
    
    3
    
    
    
    105
    
    
    
    3
    
    
    
    202Consumer and other
    
    
    8
    
    
    
    16
    
    
    
    23
    
    
    
    35Total other loans
    
    
    11
    
    
    
    121
    
    
    
    26
    
    
    
    237Total recoveries
    
    
    15
    
    
    
    121
    
    
    
    37
    
    
    
    237Net (charge-offs) recoveries
    
    
    (14
    )
    
    
    54
    
    
    
    (72
    )
    
    
    133Provision for loan losses
    
    
    193
    
    
    
    176
    
    
    
    438
    
    
    
    340Balance at end of period
    
    $
    5,043
    
    
    $
    4,693
    
    
    $
    5,043
    
    
    $
    4,693Ratios:Net (charge-offs) recoveries to average loans
outstanding  annualized
    
    
    (0.01
    %)
    
    
    0.04
    %
    
    
    (0.02
    %)
    
    
    0.05
    %Allowance for loan losses to non-performing loans at end
of period
    
    
    419.55
    %
    
    
    436.15
    %
    
    
    419.55
    %
    
    
    436.15
    %Allowance for loan losses to total loans at end of period
    
    
    0.81
    %
    
    
    0.81
    %
    
    
    0.81
    %
    
    
    0.81
    %
 Deposits
 12




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##### Table of Contents



At June 30, 2007
    
    
    At December 31, 2006Balance
    
    
    Percent
    
    
    Balance
    
    
    Percent(Dollars in Thousands)
    
    
    (Dollars in Thousands)Deposit type:Demand
    
    $
    50,719
    
    
    
    9.22
    %
    
    $
    50,753
    
    
    
    9.79
    %Regular savings
    
    
    45,596
    
    
    
    8.29
    
    
    
    50,939
    
    
    
    9.83LifePath/Relationship Savings
    
    
    102,167
    
    
    
    18.57
    
    
    
    93,017
    
    
    
    17.95Money market deposits
    
    
    67,548
    
    
    
    12.27
    
    
    
    58,097
    
    
    
    11.21NOW deposits
    
    
    37,018
    
    
    
    6.73
    
    
    
    37,553
    
    
    
    7.24Total transaction accounts
    
    
    303,048
    
    
    
    55.08
    
    
    
    290,359
    
    
    
    56.02Certificates of deposit
    
    
    247,186
    
    
    
    44.92
    
    
    
    227,889
    
    
    
    43.98Total deposits
    
    $
    550,234
    
    
    
    100.00
    %
    
    $
    518,248
    
    
    
    100.00
    %
  Borrowings
 Stockholders Equity
 Comparison of Operating Results for the Three Months Ended June 30, 2007 and 2006
  Analysis of Net Interest Income
   13




---



##### Table of Contents



Three Months Ended June 30, 2007
    
    
    Three Months Ended June 30, 2006Average
    
    
    
    
    
    
    
    
    
    
    AverageOutstanding
    
    
    
    
    
    
    
    
    
    
    OutstandingBalance
    
    
    Interest
    
    
    Yield/ Rate(1)
    
    
    Balance
    
    
    Interest
    
    
    Yield/ Rate(1)(Dollars in thousands)Interest-earning assets:Loans  Net (2)
    
    $
    606,447
    
    
    $
    10,003
    
    
    
    6.60
    %
    
    $
    562,199
    
    
    $
    8,861
    
    
    
    6.30
    %Investment securities
    
    
    167,715
    
    
    
    2,097
    
    
    
    5.00
    %
    
    
    174,709
    
    
    
    1,856
    
    
    
    4.25
    %Short-term investments
    
    
    10,857
    
    
    
    137
    
    
    
    5.05
    %
    
    
    10,819
    
    
    
    131
    
    
    
    4.84
    %Total interest-earning assets
    
    
    785,019
    
    
    
    12,237
    
    
    
    6.24
    %
    
    
    747,727
    
    
    
    10,848
    
    
    
    5.80
    %Non-interest-earning assets
    
    
    51,346
    
    
    
    
    
    
    
    
    
    
    
    43,507Total assets
    
    $
    836,365
    
    
    
    
    
    
    
    
    
    
    $
    791,234Interest-bearing liabilities:Savings deposits
    
    $
    47,718
    
    
    
    51
    
    
    
    0.43
    %
    
    $
    58,933
    
    
    
    64
    
    
    
    0.43
    %LifePath/Relationship Savings
    
    
    99,798
    
    
    
    1,013
    
    
    
    4.06
    %
    
    
    70,169
    
    
    
    614
    
    
    
    3.50
    %Money market
    
    
    56,473
    
    
    
    530
    
    
    
    3.75
    %
    
    
    54,579
    
    
    
    382
    
    
    
    2.80
    %NOW accounts
    
    
    35,980
    
    
    
    59
    
    
    
    0.66
    %
    
    
    39,102
    
    
    
    23
    
    
    
    0.24
    %Certificates of deposits
    
    
    241,838
    
    
    
    2,894
    
    
    
    4.79
    %
    
    
    215,972
    
    
    
    2,185
    
    
    
    4.05
    %Total interest-bearing deposits
    
    
    481,807
    
    
    
    4,547
    
    
    
    3.77
    %
    
    
    438,755
    
    
    
    3,268
    
    
    
    2.98
    %Borrowed Funds
    
    
    153,602
    
    
    
    1,807
    
    
    
    4.71
    %
    
    
    149,388
    
    
    
    1,640
    
    
    
    4.39
    %Total interest-bearing liabilities
    
    
    635,409
    
    
    
    6,354
    
    
    
    4.00
    %
    
    
    588,143
    
    
    
    4,908
    
    
    
    3.34
    %Non-interest-bearing liabilities
    
    
    55,943
    
    
    
    
    
    
    
    
    
    
    
    55,333Total liabilities
    
    
    691,352
    
    
    
    
    
    
    
    
    
    
    
    643,476Equity
    
    
    145,013
    
    
    
    
    
    
    
    
    
    
    
    147,758Total liabilities and equity
    
    $
    836,365
    
    
    
    
    
    
    
    
    
    
    $
    791,234Net interest income
    
    
    
    
    
    $
    5,883
    
    
    
    
    
    
    
    
    
    
    $
    5,940Net interest rate spread (3)
    
    
    
    
    
    
    
    
    
    
    2.24
    %
    
    
    
    
    
    
    
    
    
    
    2.46
    %Net interest-earning assets (4)
    
    $
    149,610
    
    
    
    
    
    
    
    
    
    
    $
    159,584Net interest margin (5)
    
    
    
    
    
    
    
    
    
    
    3.00
    %
    
    
    
    
    
    
    
    
    
    
    3.18
    %Average interest-earning assets to inter
    
    est-bearing liabilities
    
    
    
    
    
    
    123.55
    %
    
    
    
    
    
    
    
    
    
    
    127.13
    %
 
 (1)
    
    Yields and rates for the three months ended June 30, 2007 and 2006 are annualized.(2)
    
    Includes loans held for sale.(3)
    
    Net interest rate spread represents the difference between the yield on total average
interest-earning assets and the cost of total averageinterest-bearing liabilities for the three months ended June 30, 2007 and 2006.(4)
    
    Net interest-earning assets represents total interest-earning assets less total
interest-bearing liabilities.(5)
    
    Net interest margin represents net interest income divided by average total interest-earning
assets.  14




---



##### Table of Contents



Three Months Ended June 30,2007 vs. 2006Increase
    
    Total(Decrease) Due to
    
    IncreaseVolume
    
    Rate
    
    (Decrease)(Dollars in thousands)Interest-earning assets:Loans  Net
    
    $
    711
    
    
    $
    431
    
    
    $
    1,142Investment securities
    
    
    (70
    )
    
    
    311
    
    
    
    241Short-term investments
    
    
    
    
    
    
    6
    
    
    
    6Total interest-earning assets
    
    
    641
    
    
    
    748
    
    
    
    1,389Interest-bearing liabilities:Savings deposits
    
    
    (13
    )
    
    
    
    
    
    
    (13
    )LifePath/Relationship Savings
    
    
    289
    
    
    
    110
    
    
    
    399Money market
    
    
    13
    
    
    
    135
    
    
    
    148NOW accounts
    
    
    (2
    )
    
    
    38
    
    
    
    36Certificates of deposits
    
    
    281
    
    
    
    428
    
    
    
    709Total deposits
    
    
    568
    
    
    
    711
    
    
    
    1,279Borrowed Funds
    
    
    46
    
    
    
    121
    
    
    
    167Total interest-bearing liabilities
    
    
    614
    
    
    
    832
    
    
    
    1,446Change in net interest income
    
    $
    27
    
    
    $
    (84
    )
    
    $
    (57
    )
 Net interest income
 Interest income
 Interest expense
 Provision for loan loss expense
 15




---



##### Table of Contents



Non-interest income
 Non-interest expense
 Income tax expense
 Comparison of Operating Results for the Six Months Ended June 30, 2007 and 2006
  Analysis of Net Interest Income
   16




---



##### Table of Contents



Six Months Ended June 30, 2007
    
    
    Six Months Ended June 30, 2006Average
    
    
    
    
    
    
    
    
    
    
    AverageOutstanding
    
    
    
    
    
    
    
    
    
    
    OutstandingBalance
    
    
    Interest
    
    
    Yield/ Rate(1)
    
    
    Balance
    
    
    Interest
    
    
    Yield/ Rate(1)(Dollars in thousands)Interest-earning assets:Loans  Net (2)
    
    $
    595,647
    
    
    $
    19,541
    
    
    
    6.56
    %
    
    $
    556,693
    
    
    $
    17,375
    
    
    
    6.24
    %Investment securities
    
    
    167,385
    
    
    
    4,202
    
    
    
    5.02
    %
    
    
    175,467
    
    
    
    3,674
    
    
    
    4.19
    %Short-term investments
    
    
    11,868
    
    
    
    293
    
    
    
    4.94
    %
    
    
    9,086
    
    
    
    211
    
    
    
    4.64
    %Total interest-earning assets
    
    
    774,900
    
    
    
    24,036
    
    
    
    6.20
    %
    
    
    741,246
    
    
    
    21,260
    
    
    
    5.74
    %Non-interest-earning assets
    
    
    46,051
    
    
    
    
    
    
    
    
    
    
    
    42,689Total assets
    
    $
    820,951
    
    
    
    
    
    
    
    
    
    
    $
    783,935Interest-bearing liabilities:Savings deposits
    
    $
    49,124
    
    
    
    105
    
    
    
    0.43
    %
    
    $
    59,773
    
    
    
    130
    
    
    
    0.43
    %LifePath/Relationship Savings
    
    
    97,830
    
    
    
    1,992
    
    
    
    4.07
    %
    
    
    71,340
    
    
    
    1,176
    
    
    
    3.30
    %Money market
    
    
    52,406
    
    
    
    920
    
    
    
    3.51
    %
    
    
    53,237
    
    
    
    688
    
    
    
    2.58
    %NOW accounts
    
    
    35,782
    
    
    
    113
    
    
    
    0.63
    %
    
    
    38,636
    
    
    
    44
    
    
    
    0.23
    %Certificates of deposits
    
    
    235,246
    
    
    
    5,515
    
    
    
    4.69
    %
    
    
    206,648
    
    
    
    3,931
    
    
    
    3.80
    %Total interest-bearing deposits
    
    
    470,388
    
    
    
    8,645
    
    
    
    3.68
    %
    
    
    429,634
    
    
    
    5,969
    
    
    
    2.78
    %Borrowed Funds
    
    
    148,087
    
    
    
    3,452
    
    
    
    4.66
    %
    
    
    151,287
    
    
    
    3,251
    
    
    
    4.30
    %Total interest-bearing liabilities
    
    
    618,475
    
    
    
    12,097
    
    
    
    3.91
    %
    
    
    580,921
    
    
    
    9,220
    
    
    
    3.17
    %Non-interest-bearing liabilities
    
    
    56,101
    
    
    
    
    
    
    
    
    
    
    
    55,489Total liabilities
    
    
    674,576
    
    
    
    
    
    
    
    
    
    
    
    636,410Equity
    
    
    146,375
    
    
    
    
    
    
    
    
    
    
    
    147,525Total liabilities and equity
    
    $
    820,951
    
    
    
    
    
    
    
    
    
    
    $
    783,935Net interest income
    
    
    
    
    
    $
    11,939
    
    
    
    
    
    
    
    
    
    
    $
    12,040Net interest rate spread (3)
    
    
    
    
    
    
    
    
    
    
    2.29
    %
    
    
    
    
    
    
    
    
    
    
    2.57
    %Net interest-earning assets (4)
    
    $
    156,425
    
    
    
    
    
    
    
    
    
    
    $
    160,325Net interest margin (5)
    
    
    
    
    
    
    
    
    
    
    3.08
    %
    
    
    
    
    
    
    
    
    
    
    3.25
    %Average interest-earning assets to
interest-bearing liabilities
    
    
    
    
    
    
    
    
    
    
    125.29
    %
    
    
    
    
    
    
    
    
    
    
    127.60
    %
 
 (1)
    
    Yields and rates for the six months ended June 30, 2007 and 2006 are annualized.(2)
    
    Includes loans held for sale.(3)
    
    Net interest rate spread represents the difference between the yield on total average
interest-earning assets and the cost of total average interest-bearing liabilities for the six
months ended June 30, 2007 and 2006.(4)
    
    Net interest-earning assets represents total interest-earning assets less total
interest-bearing liabilities.(5)
    
    Net interest margin represents net interest income divided by average total interest-earning
assets.  17




---



##### Table of Contents



Six Months Ended June 30,2007 vs. 2006Increase
    
    Total(Decrease) Due to
    
    IncreaseVolume
    
    Rate
    
    (Decrease)(Dollars in thousands)Interest-earning assets:Loans  Net
    
    $
    1,250
    
    
    $
    916
    
    
    $
    2,166Investment securities
    
    
    (160
    )
    
    
    688
    
    
    
    528Short-term investments
    
    
    67
    
    
    
    15
    
    
    
    82Total interest-earning assets
    
    
    1,157
    
    
    
    1,619
    
    
    
    2,776Interest-bearing liabilities:Savings deposits
    
    
    (25
    )
    
    
    
    
    
    
    (25
    )LifePath/Relationship Savings
    
    
    501
    
    
    
    315
    
    
    
    816Money market
    
    
    (11
    )
    
    
    243
    
    
    
    232NOW accounts
    
    
    (3
    )
    
    
    72
    
    
    
    69Certificates of deposits
    
    
    588
    
    
    
    996
    
    
    
    1,584Total deposits
    
    
    1,050
    
    
    
    1,626
    
    
    
    2,676Borrowed Funds
    
    
    (68
    )
    
    
    269
    
    
    
    201Total interest-bearing liabilities
    
    
    982
    
    
    
    1,895
    
    
    
    2,877Change in net interest income
    
    $
    175
    
    
    $
    (276
    )
    
    $
    (101
    )
 Net interest income
 Interest income
 Interest expense
 Provision for loan loss expense
 18




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##### Table of Contents



Non-interest income
 Non-interest expense
 Income tax expense
 Minimum Regulatory Capital Requirements:
 Minimum To Be WellMinimum
    
    Capitalized UnderCapital
    
    Prompt CorrectiveActual
    
    Requirement
    
    Action ProvisionsAmount
    
    Ratio
    
    Amount
    
    Ratio
    
    Amount
    
    RatioJune 30, 2007Total capital to risk weighted assets
    
    $
    98,541
    
    
    
    16.9
    %
    
    $
    46,756
    
    
    
    8.0
    %
    
    $
    58,445
    
    
    
    10.0
    %Tier 1 capital to risk weighted assets:
    
    
    92,666
    
    
    
    15.9
    
    
    
    23,378
    
    
    
    4.0
    
    
    
    35,067
    
    
    
    6.0Tier 1 capital to average assets:
    
    
    92,666
    
    
    
    11.6
    
    
    
    24,023
    
    
    
    3.0
    
    
    
    40,039
    
    
    
    5.0December 31, 2006:Total capital to risk weighted assets:
    
    $
    101,280
    
    
    
    18.9
    %
    
    $
    42,808
    
    
    
    8.0
    %
    
    $
    53,510
    
    
    
    10.0
    %Tier 1 capital to risk weighted assets:
    
    
    95,825
    
    
    
    17.9
    
    
    
    21,404
    
    
    
    4.0
    
    
    
    32,106
    
    
    
    6.0Tier 1 capital to average assets:
    
    
    95,825
    
    
    
    12.5
    
    
    
    22,906
    
    
    
    3.0
    
    
    
    38,177
    
    
    
    5.0
 Contractual Obligations
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##### Table of Contents



June 30, 2007More than
    
    More thanOne Year
    
    Three YearsOne Year
    
    through
    
    through Five
    
    Over FiveTotal
    
    or Less
    
    Three Years
    
    Years
    
    Years(Dollars in Thousands)Federal Home Loan Bank of Boston advances
    
    $
    141,063
    
    
    $
    48,700
    
    
    $
    70,627
    
    
    $
    6,500
    
    
    $
    15,236Securities sold under agreements to repurchase
    
    
    4,219
    
    
    
    4,219
    
    
    
    
    
    
    
    
    
    
    
    Total FHLBB advances and repurchase agreements
    
    $
    145,282
    
    
    $
    52,919
    
    
    $
    70,627
    
    
    $
    6,500
    
    
    $
    15,236
 Off-Balance Sheet Arrangements:
 June 30, 2007More than
    
    
    More thanOne Year
    
    
    Three YearsOne Year or
    
    
    through
    
    
    Through Five
    
    
    Over FiveTotal
    
    
    Less
    
    
    Three Years
    
    
    Years
    
    
    years(Dollars in Thousands)Commitments to grant loans (1)
    
    $
    25,756
    
    
    $
    25,756
    
    
    $
    
    
    
    $
    
    
    
    $
    Commercial loan lines-of-credit
    
    
    14,126
    
    
    
    14,126
    
    
    
    
    
    
    
    
    
    
    
    Unused portion of home equity loans (2)
    
    
    69,316
    
    
    
    627
    
    
    
    778
    
    
    
    4,051
    
    
    
    63,860Unused portion of construction loans (3)
    
    
    5,538
    
    
    
    5,538
    
    
    
    
    
    
    
    
    
    
    
    Unused portion of overdraft
lines-of-credit(4)
    
    
    3,824
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,824Unused portion of personal lines-of-credit(5)
    
    
    377
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    377Standby letters of credit(6)
    
    
    586
    
    
    
    586
    
    
    
    
    
    
    
    
    
    
    
    Other commitments and contingencies(7)
    
    
    12,388
    
    
    
    12,388
    
    
    
    
    
    
    
    
    
    
    
    Total loan commitments
    
    $
    131,911
    
    
    $
    59,021
    
    
    $
    778
    
    
    $
    4,051
    
    
    $
    68,061
 
 (1)
    
    Commitments for loans are extended to customers for up to 60 days after which they expire.(2)
    
    Unused portions of home equity loans are available to the borrower for up to 10 years.(3)
    
    Unused portions of construction loans are available to the borrower for up to one year.(4)
    
    Unused portion of checking overdraft lines-of-credit are available to customers in good
standing indefinitely.(5)
    
    Unused portion of personal lines-of-credit are available to customers in good standing
indefinitely.(6)
    
    Standby letters of credit are generally available for less than one year.(7)
    
    Other commitments relate primarily to potential additional capital calls the Company is
committed to contribute as part of its investment
in certain limited partnerships. 
 Item 3: Quantitative and Qualitative Disclosures about Market Risks
  20




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##### Table of Contents



Item 4: Controls and Procedures
 Disclosure Controls and Procedures
 Internal Control Over Financial Reporting
 
 PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 (a)
    
    Unregistered Sales of Equity Securities  Not applicable(b)
    
    Use of Proceeds  Not applicable(c)
    
    Repurchase of Our Equity Securities  On April 25, 2007 the Company announced that its
Board of Directors authorized a stock repurchase program (the Stock Repurchase Program)
for the purchase of up to 515,430 shares of the Companys common stock or approximately 5%
of its outstanding common stock. Purchases under the Stock Repurchase Program in the second
quarter of 2007 were as follows:
 (d) Maximum Number or(c) Total Number of
    
    Approximate Dollar ValueShares Purchased as Part
    
    of Shares that May Yet Be(a) Total Number of
    
    (b) Average Price
    
    of Publicly announced
    
    Purchased Under the PlansPeriod
    
    Shares Purchased
    
    Paid per Share
    
    Plans or Programs
    
    or ProgramsApril 1  30
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    515,430May 1  31
    
    
    91,300
    
    
    $
    15.04
    
    
    
    91,300
    
    
    
    424,130June 1  30
    
    
    140,100
    
    
    $
    15.03
    
    
    
    231,400
    
    
    
    284,030
  
 Item 3. Defaults Upon Senior Securities
  21




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##### Table of Contents



Item 4. Submission of Matters to a Vote of Security Holders
  1.
    
    The following individuals were elected as directors, each for a three-year term by the
following vote:
 FOR
    
    WITHHELDEugene A. Dellea
    
    
    9,118,944
    
    
    
    110,627Gary A. Lopenzina
    
    
    9,128,397
    
    
    
    101,174Robert B. Trask
    
    
    9,112,887
    
    
    
    116,684
 2.
    
    The appointment of Wolf & Company, P.C. as the independent registered public accounting
firm of Legacy Bancorp, Inc. for the fiscal year ending December 31, 2007 was ratified by
the stockholders by the following vote:
 FOR
    
    AGAINST
    
    ABSTAIN9,161,829
    
    
    54,601
    
    
    
    13,141
 
 Item 5 Other Information
  22




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##### Table of Contents



Item 6 Exhibits
 2.1
    
    Amended and Restated Plan of Conversion*3.1
    
    Certificate of Incorporation of Legacy Bancorp, Inc.*3.2
    
    Bylaws of Legacy Bancorp, Inc. (as amended)*10.1
    
    Legacy Banks ESOP Trust Agreement**10.2
    
    ESOP Plan Document**10.3
    
    ESOP Loan Documents**10.4.1
    
    Employment Agreement between Legacy Banks and J. Williar Dunlaevy**10.4.2
    
    Employment Agreement between Legacy Banks and Michael A. Christopher**10.4.3
    
    Employment Agreement between Legacy Banks and Steven F. Pierce**10.4.4
    
    Employment Agreement between Legacy Banks and Stephen M. Conley**10.4.5
    
    Employment Agreement between Legacy Banks and Richard M. Sullivan**10.5.1
    
    Employment Agreement between Legacy Bancorp, Inc. and J. Williar Dunlaevy**10.5.2
    
    Employment Agreement between Legacy Bancorp, Inc. and Michael A. Christopher**10.5.3
    
    Employment Agreement between Legacy Bancorp, Inc. and Steven F. Pierce**10.5.4
    
    Employment Agreement between Legacy Bancorp, Inc. and Stephen M. Conley**10.5.5
    
    Employment Agreement between Legacy Bancorp, Inc. and Richard M. Sullivan**10.8
    
    Legacy Banks Employee Severance Compensation Plan**10.9.1
    
    Legacy Banks Supplemental Executive Retirement Plan with J. Williar Dunlaevy**10.9.2
    
    Legacy Banks Supplemental Executive Retirement Plan with Michael A. Christopher**10.10
    
    Director Fee Continuation Plan**10.11
    
    2006 Equity Incentive Plan***11.0
    
    Statement re: Computation of per share earnings is incorporated herein by
reference to Notes to Consolidated Financial Statementswithin Part I, Item 1,
Financial Statements31.1
    
    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 Stephen M. Conley32
    
    Certification pursuant to 18 U.S.C. Section 1350
 
 *
    
    Incorporated by reference from the Registrants Quarterly Report on Form 10-Q for the
Quarter Ended June 30, 2005 filed October 27, 2005.**
    
    Incorporated by reference from the Registration Statement on Form S-1 (No. 333-126481) filed
July 8, 2005, as amended.***
    
    Incorporated by reference from the Registrants Proxy Statement on Form DEF 14A filed
September 28, 2006. 
 23




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##### Table of Contents



SIGNATURES
  LEGACY BANCORP, INC.Date:  August 8, 2007
    /s/ J. Williar DunlaevyJ. Williar DunlaevyChief Executive Officer and Chairman of the Board Date: August 8, 2007
    /s/ Stephen M. ConleyStephen M. ConleySenior Vice President, Chief Financial Officer and
Treasurer (Principal Accounting Officer) 24