**WALDEN
      FEDERAL SAVINGS AND LOAN ASSOCIATION**


**CHANGE
      IN CONTROL AGREEMENT**





This **AGREEMENT** (“Agreement”) is hereby entered into as of June 28, 2007, **** by
      and
      between **WALDEN
      FEDERAL SAVINGS AND LOAN ASSOCIATION** (the
      “Bank”), Stephen W. Dederick (“Executive”), and **HOMETOWN
      BANCORP, INC.** (the
“Company”), the holding company of the Bank, as guarantor.





**WHEREAS,** the
      Company and the Bank recognize the importance of Executive to their operations
      and wish to protect Executive’s position in the event of a change in control for
      the period provided for in this Agreement; and





**WHEREAS,** Executive and the Boards of Directors of the Company and the Bank desire to
      enter into an agreement setting forth the terms and conditions of payments
      due
      to Executive in the event of a change in control and the related rights and
      obligations of each of the parties.





**NOW,
      THEREFORE,** in
      consideration of the promises and mutual covenants herein contained, it is
      hereby agreed as follows:





**1.** **Term of Agreement** **.**





a.  The
      term
      of this Agreement shall be (i) the initial term, consisting of the period
      commencing on the date of this Agreement (the “Effective Date”) and ending on
      the date that is three (3) years after the Effective Date, plus (ii) any and
      all
      extensions of the initial term made pursuant to this Section 1. Notwithstanding
      anything in this Section 1 to the contrary, the term of the Agreement shall
      be fixed at one year as of the effective date of a Change in
      Control.





b.  Commencing
      on the first anniversary of the Effective Date and continuing each anniversary
      date thereafter, the Board of Directors of the Bank (the “Board of Directors”)
      may extend the term of this Agreement for an additional one (1) year period
      beyond the then effective expiration date, provided that Executive shall not
      have given at least sixty (60) days’ written notice of Executive’s desire that
      the term not be extended.





c.  Notwithstanding
      anything in this Section 1 to the contrary, this Agreement shall terminate
      (i) if Executive or the Bank terminates Executive’s employment prior to a
      Change in Control and (ii) on the first anniversary of the effective date
      of a Change in Control.





**2** . **Change
      in Control** **.**





a.  Upon
      the
      occurrence of a Change in Control (as defined in Section 2c.) followed at any
      time during the remaining term of the Agreement by the termination of
      Executive’s employment in accordance with the terms of the Agreement, other than
      for Cause (as defined in Section 2d.), the provisions of Section 3 of the
      Agreement shall apply.





b.  Upon
      the
      occurrence of a Change in Control, Executive shall have the right to elect
      to
      voluntarily terminate his employment at any time during the remaining term
      of
      the Agreement following the occurrence of an event constituting “Good Reason.” “Good
      Reason” means, unless Executive has consented in writing thereto, the occurrence
      following a Change in Control of any of the following:








i.
            A
                material reduction in Executive’s responsibilities or authority in
                connection with his employment with the Company or the
                Bank;





ii.
            Assignment
                to Executive of duties of a non-executive nature or duties for which
                he is
                not reasonably equipped by his skills and
                experience;





iii.
            A
                reduction in salary or benefits contrary to the terms of this Agreement,
                or, following a Change in Control as defined in Section 2c. of this
                Agreement, any reduction in salary or material reduction in benefits
                below
                the amounts to which Executive was entitled prior to the Change in
                Control;





iv.
            Termination
                of incentive and benefit plans (other than the Bank’s tax-qualified
                plans), programs or arrangements, or reduction of Executive’s
                participation to such an extent as to materially reduce their aggregate
                value below their aggregate value as of the Effective Date;





v.
            A
                relocation of Executive’s principal business office by more than
                thirty-five (35) miles from its current location;
                or





vi.
            Liquidation
                or dissolution of the Company or the
                Bank.





Notwithstanding
      the foregoing, if the Company or the Bank reduces or eliminates the Executive’s
      benefits under one or more plans as part of a good faith, overall reduction
      or
      elimination of such benefits or plans, in a manner that does not discriminate
      against Executive (except as such discrimination may be necessary to comply
      with
      law), the Company’s or the Bank’s action shall not constitute Good Reason for
      termination or a material breach of this Agreement, provided that benefits
      of
      the same type or to the same general extent are not subsequently made available
      to other officers of the Company and the Bank, or any company that controls
      either of them, under a plan or program in which Executive is not entitled
      to
      participate.





c.  For
      purposes of this Agreement, a “Change in Control” shall be deemed to occur on
      the earliest of any of the following events:





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




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







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




iv.
            Sale
                  of Assets: The company or the Bank sells to a third party all  or
                  substantially all of its
                  assets.




Notwithstanding
      anything in this Agreement to the contrary, in no event shall the reorganization
      of the Bank from the mutual holding company form of organization to the full
      stock holding company form of organization (including the elimination of the
      mutual holding company) constitute a “Change in Control” for purposes of this
      Agreement.





d.  Executive
      shall not have the right to receive termination benefits pursuant to Section
      3
      of this Agreement upon termination for Cause. T ermination
      for Cause shall mean termination of Executive’s employment because of
      Executive’s personal dishonesty, incompetence, willful misconduct, any breach of
      fiduciary duty involving personal profit, intentional failure to perform stated
      duties, willful violation of any law, rule, regulation (other than traffic
      violations or similar offenses), final cease and desist order, or any material
      breach of any provision of this Agreement. Notwithstanding the foregoing,
      Executive shall not be deemed to have been terminated for Cause unless and
      until
      there shall have been delivered to him a copy of a resolution duly adopted
      by
      the affirmative vote of a majority of the entire membership of the Board of
      Directors at a meeting of the Board of Directors called and held for the purpose
      of finding (after reasonable notice to Executive and an opportunity for him,
      together with counsel, to be heard before the Board of Directors), that
      Executive engaged in conduct justifying termination for Cause and specifying
      the
      particulars of such conduct in detail. Executive shall not have the right to
      receive compensation or other benefits for any period after termination for
      Cause. During the period beginning on the date of the Notice of Termination
      for
      Cause pursuant to Section 4 of this Agreement through the Date of Termination,
      stock options granted to Executive under any stock option plan shall not be
      exercisable, nor shall any unvested stock awards granted to Executive under
      any
      stock benefit plan of the Bank, the Company or any subsidiary or affiliate
      thereof, vest. At the Date of Termination, such stock options and unvested
      stock
      awards shall become null and void and shall not be exercisable by or delivered
      to Executive at any time following his termination for Cause.





**3.**  **Termination
      Benefits** **.**





a.  If,
      on or
      after the effective date of a Change in Control, Executive’s employment is
      voluntarily (in accordance with Section 2b.) or involuntarily terminated (other
      than for Cause) during the remaining term of the Agreement, Executive shall
      receive:





i.
            a
                lump sum cash payment equal to three (3) times the Executive’s base salary
                as of the termination date. Such payment shall be made not later
                than ten
                (10) calendar days following Executive’s termination of employment under
                this Section 3.






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ii.
            Continued
                  benefit coverage under all group medical, dental and life insurance
                  plans
                  in which Executive participated as of the date of the Change in
                  Control
                  (collectively, the “Employee Benefit Plans”) for a period of thirty-six
                  months following Executive’s termination of employment. Said coverage
                  shall be provided under the same terms and conditions in effect
                  on the
                  date of Executive’s termination of employment. Solely for purposes of
                  benefit continuation under the Employee Benefit Plans, Executive
                  shall be
                  deemed to be an active employee. To the extent that the Bank cannot
                  provide any benefits required under this Section 3a. under the
                  terms of
                  the Employee Benefit Plans, the Bank shall enter into alternative
                  arrangements that will provide Executive with coverage that is
                  substantially similar to the coverage provided to Executive by
                  the Bank
                  prior to his termination of employment, subject to any applicable
                  limitations of Section 409A of the Internal Revenue Code of 1986,
                  as
                  amended (the
“Code”).


b.  Notwithstanding
      any contrary provisions of this Section 3, in no event shall the aggregate
      payments or benefits to be made or afforded to Executive (the “Termination
      Benefits”) constitute an “excess parachute payment” under Section 280G of the
      Code, and to avoid such a result, the Termination Benefits will be reduced,
      if
      necessary, to an amount that is one dollar ($1.00) less than three (3) times
      Executive’s “base amount,” as determined in accordance with said Section 280G of
      the Code. The Executive shall determine the allocation of the reduction among
      the Termination Benefits.




**4.**  **Notice
      of Termination** **.**





a.  The
      Bank
      or Executive shall communicate any purported termination by means of a Notice
      of
      Termination to the other party(ies). For purposes of this Agreement, a “Notice
      of Termination” shall mean a written notice which shall indicate the specific
      termination provision in this Agreement relied upon and shall set forth in
      detail the facts and circumstances claimed to provide a basis for termination
      of
      Executive’s employment.





b.  “Date
      of
      Termination” shall mean the date specified in the Notice of Termination (which,
      in the case of a termination for Cause, shall not be less than thirty (30)
      days
      from the date such Notice of Termination is given).





**5.**  **Source
      of Payments** **.**





The
      Bank
      shall make in a timely manner all payments provided for under this Agreement
      in
      cash or check from its general funds. The Company, however, unconditionally
      guarantees payment and the provision of all amounts and benefits due to
      Executive under this Agreement. If the Bank does not timely pay or provide
      such
      amounts and benefits, the Company shall pay or provide such amounts and
      benefits.





**6.** **Effect
      on Prior Agreements and Existing Benefit Plans** **.**





This
      Agreement contains the entire understanding between the parties and supersedes
      any prior agreement between the Bank or the Company and Executive, except that
      this Agreement shall not effectively reduce any benefit or compensation
      otherwise inuring to Executive. No provision of this Agreement shall be
      interpreted to mean that Executive is subject to receiving fewer benefits than
      those available to him without reference to this Agreement. Nothing in this
      Agreement shall confer upon Executive the right to continue in the employ of
      the
      Bank or the Company or shall impose on the Bank or the Company any obligation
      to
      retain Executive as an employee for any period.





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**7.**  **No
      Attachment** **.**





a.  Except
      as
      required by law, no right to receive payments under this Agreement shall be
      subject to anticipation, commutation, alienation, sale, assignment, encumbrance,
      charge, pledge, or hypothecation or to execution, attachment, levy or similar
      process or assignment by operation of law, and any attempt, voluntary or
      involuntary, to do so shall be null, void and of no effect.





b.  This
      Agreement shall be binding upon, and inure to the benefit of, Executive, the
      Bank, the Company and their respective successors and assigns.





**8.** **Modification
      and Waiver** **.**





a.  This
      Agreement may be modified or amended only by means of a written instrument
      signed by the parties.





b.  No
      term
      or condition of this Agreement shall be deemed to have been waived, nor shall
      there be any estoppel against the enforcement of any provision of this
      Agreement, except by written instrument of the party charged with such waiver
      or
      estoppel. No written waiver shall be deemed a continuing waiver unless
      specifically stated as such, and each such waiver shall operate only as to
      the
      specific term or condition waived and shall not constitute a waiver of such
      term
      or condition for the future or as to any act other than that specifically
      waived.





**9.**  **Severability** **.**





If
      all or
      part of any provision of this Agreement is held invalid for any reason, such
      invalidity shall not affect the validity of any other provision or part of
      this
      Agreement, and all other provisions and parts of this Agreement shall continue
      in full force and effect.





**10.**  **Headings
      for Reference Only** **.**





The
      headings of sections and paragraphs in this Agreement are included solely for
      convenience of reference and shall not control the meaning or interpretation
      of
      any of the provisions of this Agreement. In addition, any references to the
      masculine shall apply to both the masculine and the feminine.





**11.**  **Governing
      Law** **.**





Except
      to
      the extent preempted by federal law, the validity, interpretation, performance,
      and enforcement of this Agreement shall be governed by the laws of New York,
      without regard to conflicts of law principles.





**12.**  **Arbitration** **.**





Any
      dispute or controversy arising under or in connection with this Agreement shall
      be settled exclusively by arbitration, conducted before a panel of three
      arbitrators sitting in a location selected by Executive within fifty (50) miles
      from the location of the Bank’s home office in Walden, New York, in accordance
      with the rules of the American Arbitration Association then in effect. Judgment
      may be entered on the arbitrator’s award in any court having jurisdiction;
      provided, however, that Executive shall be entitled to seek specific performance
      of his right to be paid until the Date of Termination during the pendency of
      any
      dispute or controversy arising under or in connection with this
      Agreement.





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**13** . **Payment
      of Legal Fees** **.**





All
      reasonable legal fees and expenses paid or incurred by Executive pursuant to
      any
      dispute or question of interpretation handled pursuant to Section 12 of this
      Agreement shall be paid or reimbursed by the Bank or the Company, but only
      if
      Executive is successful pursuant to the arbitration proceeding or a legal
      judgment or settlement.





**14.** **Indemnification** **.**





The
      Company or the Bank shall provide Executive (and Executive’s heirs, executors
      and administrators) with coverage under a standard directors’ and officers’
liability insurance policy and shall indemnify Executive (and Executive’s heirs,
      executors and administrators) to the fullest extent permitted under applicable
      law against all expenses and liabilities reasonably incurred in connection
      with
      or arising out of any action, suit or proceeding in which Executive may be
      involved by reason of acting outside the scope of his authority as a director
      or
      officer of the Company or the Bank (whether or not Executive continues to serve
      as a director or officer at the time of incurring such expenses or liabilities),
      such expenses and liabilities to include, but not be limited to, judgments,
      court costs, attorneys’ fees and the costs of reasonable
      settlements.





**15.**  **Successors
      to the Bank and the Company** **.**





The
      Bank
      and the Company shall require any successor or assignee, whether direct or
      indirect, by purchase, merger, consolidation or otherwise, to all or
      substantially all of the business or assets of the Bank or the Company,
      expressly and unconditionally to assume and agree to perform the Bank’s and the
      Company’s obligations under this Agreement, in the same manner and to the same
      extent that the Bank and the Company would be required to perform if no such
      succession or assignment had taken place.





**16.**  **Required
      Provisions** **.** In the
      event any of the foregoing provisions of this Section 16 are in conflict with
      the terms of this Agreement, this Section 16 shall prevail.





a.  The
      Bank’s board of directors may terminate Executive’s employment at any time, but
      any termination by the Bank, other than termination for Cause, shall not
      prejudice Executive’s right to compensation or other benefits under this
      Agreement. Executive shall not have the right to receive compensation or other
      benefits for any period after termination for Cause.





b.  If
      Executive is suspended from office and/or temporarily prohibited from
      participating in the conduct of the Bank’s affairs by a notice served under
      Section 8(e)(3) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C.
      §1818(e)(3) or (g)(1); the Bank’s obligations under this Agreement shall be
      suspended as of the date of service, unless stayed by appropriate proceedings.
      If the charges in the notice are dismissed, the Bank may in its discretion:
      (i)
      pay Executive all or part of the compensation withheld while its contract
      obligations were suspended; and (ii) reinstate (in whole or in part) any of
      the
      obligations which were suspended.





c.  If
      Executive is removed and/or permanently prohibited from participating in the
      conduct of the Bank’s affairs by an order issued under Section 8(e)(4) or
      8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. §1818(e)(4) or (g)(1),
      all obligations of the Bank under this Agreement shall terminate as of the
      effective date of the order, but vested rights of the contracting parties shall
      not be affected.





d.  If
      the
      Bank is in default as defined in Section 3(x)(1) of the Federal Deposit
      Insurance Act, 12 U.S.C. §1813(x)(1) all obligations of the Bank under this
      Agreement shall terminate as of the date of default, but this paragraph shall
      not affect any vested rights of the contracting parties.





6


e.  All
      obligations under this Agreement shall be terminated, except to the extent
      determined that continuation of the contract is necessary for the continued
      operation of the Bank: (i) by the Director of the OTS (or his or her designee),
      at the time the Federal Deposit Insurance Corporation (FDIC) enters into an
      agreement to provide assistance to or on behalf of the Bank under the authority
      contained in Section 13(c) of the Federal Deposit Insurance Act, 12 U.S.C.
      §1823(c); or (ii) by the Director of the OTS (or his or her designee) at the
      time the Director (or his designee) approves a supervisory merger to resolve
      problems related to the operations of the Bank or when the Bank is determined
      by
      the Director to be in an unsafe or unsound condition. Any rights of the parties
      that have already vested, however, shall not be affected by such
      action.





f.  Any
      payments made to Executive pursuant to this Agreement, or otherwise, are subject
      to and conditioned upon their compliance with 12 U.S.C. §1828(k) and FDIC
      regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification
      Payments.





**17.** **Effect
      of Code Section 409A.** Notwithstanding
      anything in this agreement to the contrary, if the Bank in good faith
      determines, as of the effective date of Executive’s termination of employment,
      that an amount (or any portion of an amount) payable to Executive hereunder,
      is
      required to be suspended or delayed for six months in order to satisfy the
      requirements of Section 409A of the Code, then the Bank will so advise
      Executive, and any such payment (or the minimum amount thereof) shall be
      suspended and accrued for six months, whereupon such amount or portion thereof
      shall be paid to Executive in a lump sum (together with interest thereon at
      the
      then-prevailing prime rate) on the first day of the seventh month following
      the
      effective date of Executive’s termination of employment.





7




**SIGNATURES**





**IN
      WITNESS WHEREOF,** the
      parties hereto have executed this Agreement effective as of the date first
      set
      forth above.




ATTEST:
              
              **WALDEN
                  FEDERAL SAVINGS AND LOAN ASSOCIATION**/s/Amy
                  Hagerty
              By:
              /s/
                  Graham S. JamisonFor
                  the Entire Board of DirectorsATTEST:
              
              **HOMETOWN
                  BANCORP, INC****(Guarantor)**/s/Judith
                  B. Weyant
              By
              /s/
                  Graham S. JamisonCorporate
                  Secretary
              
              For
                  the Entire Board of Directors**[SEAL]**WITNESS:
              
              **EXECUTIVE**/s/Amy
                  Hagerty
              
              /s/
                  Stephen
                  W. DederickStephen
                  W. Dederick