EXHIBIT 4.2



 EXHIBIT 4.2  
  
 Form of Restricted Stock Award under the 
 New Hampshire Thrift Bancshares, Inc. 2004 Stock Incentive Plan 







 New Hampshire Thrift Bancshares, Inc. 
 2004 Stock Incentive Plan 
 RESTRICTED STOCK AWARD NOTICE

  

			
	

	 Name of Award Recipient
	 	Social Security Number

  

	
	

	Street Address

  

					
	

	City	 	State	 	ZIP Code

  
 This Restricted Stock Award Notice is
intended to set forth the terms and conditions on which an Award has been granted under the New Hampshire Thrift Bancshares, Inc. 2004 Stock Incentive Plan. Set forth below are the specific terms and conditions applicable to this Award. Attached as
Exhibit A are its general terms and conditions. 
  

											
	 Restricted Stock Award

	  	(A)

	  	(B)

	  	(C)

	  	(D)

	  	(E)


	 Effective Date
	  	 	  	 	  	 	  	 	  	 
	 Class of Shares*
	  	Common	  	Common	  	Common	  	Common	  	Common
	 No. of Awarded Shares*
	  	 	  	 	  	 	  	 	  	 
	 Type of Award (Escrow or Legended Certificate)
	  	 	  	 	  	 	  	 	  	 
	 Vesting Date*
	  	 	  	 	  	 	  	 	  	 


	*	Subject to adjustment as provided in the Plan and the General Terms and Conditions. 

  
 By signing where indicated below, New Hampshire Thrift Bancshares, Inc. (the “Company”) grants this Award upon the specified terms
and conditions, and the Award Recipient acknowledges receipt of this Restricted Stock Award Notice, including Exhibit A, and agrees to observe and be bound by the terms and conditions set forth herein and acknowledges receipt of a Prospectus
dated May 18, 2004 for the New Hampshire Thrift Bancshares, Inc. 2004 Stock Incentive Plan. 
  

									
	NEW HAMPSHIRE THRIFT BANCSHARES, INC.	 	 	 	 	 	AWARD RECIPIENT
					
	By:	 	 	 	 	 	 	 	 
	 	 	
	 	 	 	 	 	

	 	 	 Name:
 Title:
	 	 	 	 	 	 
					
	 	 	 	 	 	 	 	 	 
	


  
 Instructions: This page should
be completed by or on behalf of the Compensation Committee. Any blank space intentionally left blank should be crossed out. An Award consists of shares granted with uniform terms and conditions. Where shares granted under an Award are awarded on the
same date with varying terms and conditions (for example, varying vesting dates), the awards should be recorded as a series of grants each with its own uniform terms and conditions. 







 EXHIBIT A 
  
 NEW HAMPSHIRE THRIFT BANCSHARES, INC.

 2004 STOCK INCENTIVE PLAN 
 RESTRICTED STOCK AWARD  
  
 General Terms and Conditions 
  
 Section 1. Size and Type of Award. The shares of Common Stock, par value $.01 per share, of New Hampshire Thrift Bancshares, Inc.
(“Shares”) covered by this Award (“Awarded Shares”) are listed on this Restricted Stock Award Notice. Your Restricted Stock Award Notice designates the Awarded Shares as either “Escrow” or “Legended
Certificate”. 
  
 (a) Legended
Certificate. If your Awarded Shares are designated “Legended Certificate,” a stock certificate evidencing the Awarded Shares will be issued in your name. The stock certificate will bear a legend indicating that it is subject to
all of the terms and conditions of this Award Notice and the Plan. You may elect to be taxed on the Fair Market Value of the Awarded Shares as of the date they are placed in the brokerage account in your name, pursuant to section 83(b) of the
Internal Revenue Code of 1986. You must make this election in writing, in the manner required by applicable Internal Revenue Service Regulations, and file it with the Internal Revenue Service and the Company within 30 days after the date on which
the Awarded Shares are placed in your brokerage account. 
  
 (b) Escrow. If your Awarded Shares are designated “Escrow,” the Awarded Shares will either be held in the name of the Plan Funding Agent on a pooled basis with other Awarded Shares that
have been designated “Escrow,” or they will be evidenced by a legended stock certificate in your name that will be held on your behalf. You will not be permitted to elect to be taxed currently on the Fair Market Value of the Awarded Shares
and instead will be subject to income tax on the Awarded Shares as and when they become vested. 
  
 Section 2. Vesting. 
  
 (a) Vesting Dates. The Vesting Dates for your Awarded Shares are specified on this Award Notice. On each Vesting
Date, you will obtain unrestricted ownership of the Awarded Shares that vest on that Vesting Date. A stock certificate (or a book entry listing) evidencing your unrestricted ownership of the vested Awarded Shares will be distributed to you or placed
in a brokerage account on your behalf. If a legended stock certificate evidencing these Awarded Shares was previously placed in your brokerage account, it will be exchanged for an unrestricted certificate or book entry listing. 
  
 (b) Forfeitures. If you terminate
service with the Company prior to a Vesting Date, you will forfeit any Awarded Shares that are scheduled to vest on that date. Your service with the Company will not be treated as having terminated for vesting purposes if you continue as a director
emeritus of the Company. When you forfeit Awarded Shares, all of your interest in the Awarded Shares will be canceled and any stock certificate or other evidence of ownership that was placed in a brokerage account for you will be returned to the
Plan Funding Agent to be used for future awards to others. You agree to take any action and execute and deliver any document that the Company requests to effect the return of your unvested Awarded Shares. In the event you do not cooperate with the
Company in this regard, you hereby appoint and designate the Company as your attorney-in-fact for the purpose of taking any action and signing any document, in your name, which the Company determines is necessary to enforce the forfeiture.

  
 (c) Accelerated Vesting.
Your Awarded Shares that have not previously vested and are scheduled to vest in the next six months will become fully vested immediately, and without any further action on your part, in the event of your death or Disability before your termination
of service with the Company. Similarly, all of your outstanding Awarded Shares that have not vested will become fully and immediately vested in the event a Change of Control occurs before you terminate service with the Company. You may designate a
Beneficiary to receive any Awarded Shares that vest upon your death using the Beneficiary Designation attached as Appendix A. 
  
 (d) Definition of Service. For purposes of determining the vesting of your Awarded Shares, you will be deemed to be
in the service of the Company for so long as you serve in any capacity as an employee, officer, non-employee director or consultant of the Company or Lake Sunapee Bank, fsb. 
  
 Section 3. Dividends. If your Awarded Shares are in the form of Legended Certificates, any dividends
declared by the Company with a record date that is after the Effective Date specified in this Award Notice will be credited to your brokerage account for your benefit on an unrestricted basis. If your Awarded Shares are designated
“Escrow”, you will receive the dividends on an unrestricted basis, but they will be paid to you by, and will be taxable in the same manner as other compensation paid to you by, the Company; by signing this Award Notice and accepting its
terms, you direct the Compensation Committee and/or the Plan Funding Agent to remit to the Company for payment to you any dividends that either of them may receive as the record holder of your unvested Awarded Shares. 
  
 Section 4. Voting Rights. You shall have the right to
control all voting rights relating to all unvested Awarded Shares. If your Awarded Shares are placed in your brokerage account, you will receive proxy materials for voting in the same manner as other shareholders with Shares in brokerage accounts.
If your unvested Awarded Shares are held by the Compensation Committee or the Plan Funding Agent, such entity will ask you for voting directions and will follow your directions in voting your unvested Awarded Shares. 
  
 Section 5. Amendment. This Award Notice may be amended,
in whole or in part and in any manner not inconsistent with the provisions of the Plan, at any time and from time to time, by written agreement between you and the Company. 
  
 Section 6. Plan Provisions Control. This Award Notice, and the rights and obligations created
hereunder, shall be subject to all of the terms and conditions of the Plan. In the event of any conflict between the provisions of the Plan and the provisions of this Award Notice, the terms of the Plan, which are incorporated herein by reference,
shall control. By signing this Award Notice, you acknowledge receipt of a copy of the Plan and a copy of the Prospectus for the Plan dated May 18, 2004. 







 APPENDIX A TO RESTRICTED STOCK
AWARD NOTICE 
 NEW HAMPSHIRE THRIFT
BANCSHARES, INC. 
 2004 STOCK INCENTIVE PLAN 

 
 Beneficiary Designation Form 
  

			
	GENERAL	  	 
	INFORMATION	  	Use this form to designate the Beneficiary(ies) who will receive Shares available for distribution at the time of your death.

  

							
	 Name of
 Award Recipient
	  	 	  	Social Security Number	  	            –            –          
      
	 	 	
	 	 	 	 

  

			
	 BENEFICIARY
	  	Complete sections A and B. If no percentage shares are specified, each Beneficiary in the same class (primary or contingent) shall have an equal share. If any designated
Beneficiary predeceases you, the shares of each remaining Beneficiary in the same class (primary or contingent) shall be increased proportionately.
	 DESIGNATION
	  
	 	  

  
 A. PRIMARY BENEFICIARY(IES). I
hereby designate the following person as my primary Beneficiary under the Plan, reserving the right to change or revoke this designation at any time prior to my death: 
  

										
	Name	  	Address	  	Relationship	  	Birthdate	  	Share	 
	 	  	
  

  

  

  

  

	  	 	  	 	  	        	%
	
	  	  	
	  	
	  	
	

	 	  	  	 	  	 	  	        	%
	
	  	  	
	  	
	  	
	

	 	  	  	 	  	 	  	        	%
	
	  	  	
	  	
	  	
	

	 	  	  	 	  	 	  	Total=100	%

  
 B. CONTINGENT BENEFICIARY(IES).
I hereby designate the following person(s) as my contingent Beneficiary(ies) under the Plan to receive benefits only if all of my primary Beneficiaries should predecease me, reserving the right to change or revoke this designation at any time
prior to my death with respect to all outstanding Awarded Shares: 
  

										
	Name	  	Address	  	Relationship	  	Birthdate	  	Share	 
	 	  	
  

  

  

  

  

	  	 	  	 	  	        	%
	
	  	  	
	  	
	  	
	

	 	  	  	 	  	 	  	        	%
	
	  	  	
	  	
	  	
	

	 	  	  	 	  	 	  	        	%
	
	  	  	
	  	
	  	
	

	 	  	  	 	  	 	  	Total=100	%
		
	     S    H
     I     E
     G   R
     N   E
	  	I understand that this Beneficiary Designation shall be effective only if properly completed and received by the Compensation Committee of New Hampshire Thrift Bancshares, Inc.
prior to my death, and that it is subject to all of the terms and conditions of the Plan. I also understand that an effective Beneficiary designation revokes my prior designation(s) with respect to all outstanding Awarded Shares.	     

  

									
	 	 	
	 	 	 	
	 	 
	 	  	Your Signature	  	 	  	Date	  	 

  
 Internal Use Only

  

			
	This Beneficiary Designation was received by the Compensation Committee of New Hampshire Thrift Bancshares, Inc. on the date indicated.	 	Comments

  

									
	 	  	 	 	 	  	 	  	 
	By	  	 	 	 	  	 	  	 
	 	 	
	 	 	 	
	 	 
	 	  	                    Authorized Signature              
      	 	 	  	            Date