This section is intended to help investors understand the financial performance of Hampden Bancorp, Inc. and its subsidiaries, through a discussion of the factors affecting our financial condition at March 31, 2012 and June 30, 2011 and our consolidated results of operations for the three and nine months ended March 31, 2012 and 2011, and should be read in conjunction with the Company's unaudited consolidated interim financial statements and notes thereto, appearing in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Forward-Looking Statements

Certain statements herein constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the beliefs and expectations of management, as well as the assumptions made using information currently available to management. Since these statements reflect the views of management concerning future events, these statements involve risks, uncertainties and assumptions. As a result, actual results may differ from those contemplated by these statements. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words like "believe", "expect", "anticipate", "estimate", and "intend" or future or conditional verbs such as "will", "would", "should", "could", or "may." Certain factors that could have a material adverse affect on the operations Hampden Bank include, but are not limited to, increased competitive pressure among financial service companies, national and regional economic conditions, changes in interest rates, changes in consumer spending, borrowing and savings habits, legislative and regulatory changes, monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury and Federal Reserve Board, adverse changes in the securities markets, inability of key third-party providers to perform their obligations to Hampden Bank, changes in relevant accounting principles and guidelines and our ability to successfully implement our branch expansion strategy. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q. The Company disclaims any intent or obligation to update any forward-looking statements, whether in response to new information, future events or otherwise. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of certain important factors, including those set forth below under Item 2 -"Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in this the Quarterly Report on Form 10-Q, as well as in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2011, including the section titled Item 1A -"Risk Factors". You should carefully review those factors and also carefully review the risks outlined in other documents that the Company files from time to time with the SEC. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities laws.

Critical Accounting Policies

We consider accounting policies that require management to exercise significant judgment or discretion, or make significant assumptions that have or could have a material impact on the carrying value of certain assets, liabilities, revenue, expenses, or related disclosures, to be critical accounting policies.

Management believes that the following accounting estimates are the most critical to aid in fully understanding and evaluating our reported financial results, and they require management's most difficult, subjective or complex judgments, resulting from the need to make estimates about the effect of matters that are inherently uncertain. Management has reviewed these critical accounting estimates and related disclosures with the Audit Committee of our Board.

Allowance for Loan Losses

Critical Estimates. The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to earnings. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance.

The allowance for loan losses is evaluated on a quarterly basis by management and is based upon management's periodic review of the collectibility of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower's ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.

The analysis of the allowance for loan losses has two components: specific and general allocations, which are described on page 17.

Judgment and Uncertainties. The qualitative factors are assessed based on the various risk characteristics of each loan segment. Risk characteristics relevant to each portfolio segment are described on page 18.

Effect if Actual Results Differ from Assumptions. Although we believe we have established and maintained the allowance for loan losses at adequate levels, additions may be necessary if the current operating environment deteriorates. Management uses the best information available; however, the level of the allowance for loan losses remains an estimate that is subject to significant judgment and short-term change. In addition, the FDIC and the Massachusetts Division of Banks, as an integral part of their examination process, will periodically review our allowance for loan losses. Such agencies may require us to recognize adjustments to the allowance based on their judgments about information available to them at the time of their examination.

Income Taxes

Critical Estimates. Deferred tax assets and liabilities are reflected at currently enacted income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled. Management reviews the deferred tax assets on a quarterly basis to identify any uncertainties to the collectability of the components of the deferred tax asset.

Judgment and Uncertainties. In determining the deferred tax asset valuation allowance, we use historical and forecasted operating results, based upon approved business plans, including a review of the eligible carryforward periods, tax planning opportunities and other relevant considerations. Management believes that the accounting estimate related to the valuation allowance is a critical accounting estimate because the underlying assumptions can change from period to period. For example, tax law changes or variances in future projected operating performance could result in a change in the valuation allowance.

Effect if Actual Results Differ from Assumptions. Should actual factors and conditions differ materially from those used by management, the actual realization of net deferred tax assets or deferred tax liabilities could differ materially from the amounts recorded in the financial statements. If we were not able to realize all or part of our net deferred tax assets in the future, an adjustment to our deferred tax assets valuation allowance would be charged to income tax expense in the period such determination was made and would have a negative impact on the company's earnings. In addition, if actual factors and conditions differ materially from those used by management, the Company could incur penalties and interest imposed by the Internal Revenue Service.

Other Real Estate Owned

Critical Estimates. OREO consists of all real estate, other than Company premises, actually owned or controlled by the Company and its consolidated subsidiaries, including real estate acquired through foreclosure, even if the Company has not yet received title to the property. OREO also includes property originally acquired for future expansion but no longer intended to be used for that purpose, and foreclosed real estate sold under contract and accounted for under the deposit method of accounting.

The Company is permitted to acquire and hold real property used in the operation of the Company or as the Company may acquire (by foreclosure or other transfer in lieu of foreclosure) in satisfaction of all or a part of a loan or in satisfaction of a judgment or decree in its favor. If the Company acquires real property by foreclosure or other transfer in lieu of foreclosure, it carries such real property on its books as OREO. OREO acquired by the Company is subject to certain regulatory requirements that limit the time such property can be held by the Company, require that information regarding the property be reported to the Company's federal regulator, subject the acquisition of such property to federal appraisal requirements, restrict the use of such property, and govern the treatment of any disposal of the property. It is the policy of the Company to sell any real property acquired through the collection of debts due it within a reasonable period of time. During the time that the Company holds the real property, the Company shall write-down the carrying value of the property based upon the current appraised value of the property.

Accounting standards, which applies to all transactions in which the seller provides financing to the buyer of real estate, establishes five methods to account for the disposition of OREO. If a profit is involved in the sale of real estate, each method sets forth the manner in which the profit is to be recognized based on the terms of the sale. However, regardless of which method is used, any loss on the disposition of OREO is to be recognized immediately.

Judgment and Uncertainties. The Company obtains a new or updated valuation of OREO at the time of acquisition, including periodic reappraisals or reevaluations thereafter to ensure any material change in market conditions or the physical aspects of the property are recognized. To ensure the general validity of such appraised values, it is the responsibility of loan officers to compare sale prices and appraised values of properties previously held for their respective portfolio. Each parcel of OREO is to be reviewed and valued by loan officers on its own merits. The sale of OREO is also supported by this appraisal. A careful evaluation of all the relevant factors should enable the loan officer to make an accurate and reliable judgment with regard to classification. Any portion of the carrying value in excess of appraised value should be classified as a loss.

Effect if Actual Results Differ from Assumptions. Should any subsequent appraisals of the property indicate that a decrease in value has occurred since the initial acquisition, one of the following actions is required to be taken:

1. A write down of the recorded investment (book value) to market value be taken; or
2. An addition to the valuation reserve in an amount equal to or greater than the excess of recorded investment over market value should be established.

Comparison of Financial Condition at March 31, 2012 and June 30, 2011

Overview

Total Assets. The Company's total assets increased $37.8 million, or 6.6%, from $573.3 million at June 30, 2011 to $611.1 million at March 31, 2012. Securities increased $19.6 million, or 17.5%, to $131.5 million and cash and cash equivalents increased $7.2 million, or 23.0%, to $38.3 million at March 31, 2012. The increase in securities and cash was due to the Company investing the excess cash it received from the increase in deposits and additional borrowings. Net loans, including loans held for sale, increased $5.7 million, or 1.4%, to $403.8 million at March 31, 2012. There was an increase in bank-owned life insurance of $5.3 million, or 49.7%, to $16.1 million at March 31, 2012. The Company purchased an additional $5.0 million of bank-owned life insurance as an additional earning asset that can offset a portion of the current costs of the employee benefits. A partial offset to these increases was a decrease in stockholders' equity of $6.1 million, or 6.5%, to $87.4 million at March 31, 2012 compared to June 30, 2011 due primarily to the Company repurchasing 694,368 shares of Company stock for $8.6 million pursuant to the Company's third, fourth, and fifth stock repurchase programs.

Investment Activities. The composition and fair value of the Company's investment portfolio is included in Note 7 to the Company's accompanying unaudited condensed consolidated financial statements. Securities available for sale increased $19.6 million to $131.5 million at March 31, 2012. The fair value of corporate bonds and mortgage-backed securities all increased during the nine months ended March 31, 2012.

Net Loans. The composition of the Company's loan portfolio is included in Note 8 to the Company's accompanying unaudited condensed consolidated financial statements. The increase in automobile and other secured loans is due to the Company purchasing $4.9 million of automobile loans from a third party. There was a $7.2 million increase primarily in first lien home equity loans due to a special promotion that the Company is currently running. The decrease in commercial real estate and commercial loans is due to a decrease in loan demand and loan payoffs at March 31, 2012 as compared to June 30, 2011.

During the origination of fixed rate mortgages, each loan is analyzed to determine if the loan will be sold into the secondary market or held in portfolio. The Company retains servicing for loans sold to Fannie Mae and earns a fee equal to 0.25% of the loan amount outstanding for providing these services. Loans which the Company originates to the standards of the buyer, which may differ from the Company's underwriting standards, are generally sold to a third party along with the servicing rights without recourse. For the nine months ended March 31, 2012, loans sold totaled $12.9 million. Of the $12.9 million of loans sold, $3.1 million were sold on a servicing-released basis, and $9.8 million were sold on a servicing-retained basis.

Non-Performing Assets. The following table sets forth the amounts of our non-performing assets at the dates indicated. The categories of our non-performing loans are included in Note 8 to the Company's accompanying unaudited condensed consolidated financial statements.

                                                       At March 31,     At June 30,
                                                           2012             2011
                                                          (Dollars in Thousands)

   Total non-performing loans                         $      3,380     $      6,215
   Other real estate owned                                   1,364            1,264
   Total non-performing assets                        $      4,744     $      7,479

   Troubled debt restructurings, not reported above   $     11,233     $     10,926

   Ratios:
   Non-performing loans to total loans                        0.83 %           1.55 %
   Non-performing assets to total assets                      0.78 %           1.30 %

Generally, loans are placed on non-accrual status either when reasonable doubt exists as to the full collection of interest and principal or when a loan becomes 90 days past due, unless an evaluation clearly indicates that the loan is well-secured and in the process of collection. Past due status is based on the contractual terms of the loans. From June 30, 2011 to March 31, 2012, commercial real estate non-performing loans have decreased $1.4 million; residential mortgage non-performing loans have decreased $1.2 million; consumer, including home equity and manufactured homes, non-performing loans have decreased $167,000; and commercial non-performing loans have decreased $18,000. At March 31, 2012, the Company had fifteen TDRs totaling approximately $11.9 million, of which $714,000 is on non-accrual status. All loans that are modified and a concession granted by the Company in light of the borrower's financial difficulty are considered a TDR and are classified as impaired loans by the Company. The interest income recorded from these loans amounted to approximately $551,000 for the nine month period ended March 31, 2012. At June 30, 2011, the Company had sixteen TDRs consisting of commercial and mortgage loans totaling approximately $11.9 million, of which $1.0 million was on non-accrual status. The interest income recorded from the restructured loans amounted to approximately $943,000 for the year ended June 30, 2011.

As of March 31, 2012, loans on non-accrual status totaled $3.4 million which consisted of $2.3 million in loans that were 90 days or greater past due, $828,000 in loans that are current or less than 30 days past due and $247,000 in loans that are 30-89 days past due. It is the Company's policy to keep loans on non-accrual status subsequent to becoming current until the borrower can demonstrate their ability to make payments according to their loan terms for six months. As of March 31, 2012, 1-4 family residential non-accrual loans less than 90 days past due were $577,000, commercial real estate non-accrual loans less than 90 days past due were $281,000, commercial non-accrual loans less than 90 days past due were $129,000 and home equity second lien non-accrual loans less than 90 days past due were $69,000. All non-accrual loans, TDRs, and loans with risk ratings of six or higher are assessed by the Company for impairment.

In the normal course of business, the Company may modify a loan for a credit-worthy borrower where the modified loan is not considered a TDR. In these cases, the modified terms are consistent with loan terms available to credit worthy borrowers and within normal loan pricing. The modifications to such loans are done according to our existing underwriting standards. These modified loans are not considered impaired loans by the Company. Although the few loan modifications that the Company has done appear to be successful so far, the Company does not have a sufficient amount to determine success rates for modifications. Those loans not performing with the modified terms will be addressed and classified accordingly.

Non-accrual loans, including modified loans, return to accrual status once the borrower has shown the ability and an acceptable history of repayment. The borrower must be current with their payments in accordance with the loan terms for six months for residential and commercial loans. The Company may also return a loan to accrual status if the borrower evidences sufficient cash flow to service the debt and provides additional collateral to support the collectability of the loan. For non-accrual and impaired loans that make payments, the Company recognizes cash interest payments as interest income when the Company does not have a collateral shortfall for the loan and the loan has not been charged off. If there is a collateral shortfall for the loan or it has been charged off, then the Company applies the entire payment to the principal balance on the loan.

A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, the collateral, and the probability of collecting scheduled principal and interest payments when due. Impairment is measured on a loan-by-loan basis by either the present value of expected future cash flows discounted at the loan's effective interest rate or the fair value of the collateral if the loan is collateral dependent. Impaired loans decreased to $16.1 million at March 31, 2012 from $ 20.6 million at June 30, 2011. The Company established specific reserves aggregating $253,000 and $595,000 for impaired loans at March 31, 2012 and June 30, 2011, respectively. Such reserves relate to six impaired loan relationships with a carrying value of $10.8 million, and are based on either management's analysis of the expected cash flows for troubled debt restructurings or the collateral value at March 31, 2012. If impairment is measured based on the present value of expected future cash flows, the change in present value is recorded within the provision for loan loss.

The Company had two new TDR loan relationships in the nine months ended March 31, 2012. One loan relationship consists of a home equity loan and a 1-4 family residential loan totaling $233,000. The Company capitalized the interest and expenses and restructured the payments for these loans. The restructure did not result in any impairment from the present value of expected future cash flows discounted at the loan's effective interest rate. The second new TDR loan relationship is a commercial loan totaling $724,000 where the maturity date was extended by two years and a small impairment amount was calculated from the present value of expected future cash flows discounted at the loan's effective interest rate. One TDR loan relationship that was restructured as of June 30, 2011 had payment defaults during the nine months ended March 31, 2012. This loan relationship included four loans comprised of two 1-4 family residential loans totaling $203,000, one home equity loan totaling $26,000, and one commercial real estate loan totaling $175,000 as of March 31, 2012. As of March 31, 2011, there were no TDR loans that were restructured within the previous twelve months that had any payment defaults.

We believe that the determination of our allowance for loan losses, including amounts required for impaired loans, is consistent with generally accepted accounting principles and current regulatory guidance. While the Company believes that it has established adequate specifically allocated and general allowances for losses on loans, adjustments to the allowance may be necessary if future conditions differ substantially from the information used in making the evaluations. In addition, as an integral part of their examination process, the Company's regulators periodically review the allowance for loan losses. These regulatory agencies may require the Company to recognize additions to the allowance based on their judgments of information available to them at the time of their examination, thereby negatively affecting the Company's financial condition and earnings. It is also possible that, in this current economic environment, additional loans will become impaired in future periods.

The Company classifies property acquired through foreclosure or acceptance of a deed in lieu of foreclosure as OREO in its consolidated financial statements. When property is placed into OREO, it is recorded at the fair value less estimated costs to sell at the date of foreclosure or acceptance of deed in lieu of foreclosure. At the time of transfer to OREO, any excess of carrying value over fair value is charged to the allowance for loan losses. Management, or its designee, inspects all OREO property periodically. Holding costs and declines in fair value result in charges to expense after the property is acquired. At March 31, 2012, the Company had fourteen properties with a carrying value of $1.4 million classified as OREO. Two of these properties were commercial real estate properties valued at $425,000, one property was a commercial loan valued at $137,000, three properties were 1-4 family residential properties valued at $380,000 and one property was a commercial construction project valued at $218,000. Seven properties were manufactured homes valued at $316,000; however, there is a specific valuation reserve of $113,000 with respect to such properties. Any losses on the manufactured housing portfolio would first impact the broker funded cash reserve specifically maintained for manufactured housing loans.

Allowance for Loan Losses. The following table sets forth the Company's allowance for loan losses for the periods indicated. The activity in the Company's allowance for loan losses is included in Note 8 to the Company's accompanying unaudited condensed consolidated financial statements.

                                                 Three Months Ended               Nine Months Ended
                                                     March 31,                        March 31,
                                                 2012            2011            2012             2011
                                               (Dollars in Thousands)           (Dollars in Thousands)

Balance at end of period                   $       5,194      $   5,080     $      5,194       $   5,080

Ratios:
Net charge-offs to average loans
outstanding                                         0.10 %         0.40 %           0.23 %          0.61 %
Allowance for loan losses to
non-performing loans at end of period             153.67 %        71.70 %         153.67 %         71.70 %
Allowance for loan losses to total loans
at end of period                                    1.28 %         1.29 %           1.28 %          1.29 %

It is the Company's policy to classify all non-accrual loans as impaired loans. All impaired loans are measured on a loan-by -loan basis to determine if any specific allowance is required for the allowance for loan loss. Impairment is measured on a loan-by-loan basis by either the present value of expected future cash flows discounted at the loan's effective interest rate or the fair value of the collateral if the loan is collateral dependent. If the impaired loan has a shortfall in the expected future cash flows then a specific allowance will be placed on the loan in that amount. However, the Company may consider collateral values where it feels there is greater risk and the expected future cash flow allowance is not sufficient. Residential, commercial real estate and construction loans are secured by real estate. Except for one, all commercial loans are secured by all business assets and many also include primary or secondary mortgage positions on business and/or personal real estate. The other commercial loan is secured by shares of stock of a subsidiary to a borrower.

When calculating the general allowance component of the allowance for loan losses, the Company analyzes the trend in delinquencies. If there is an increase in the amount of delinquent loans in a particular loan category this may cause the Company to increase the general allowance requirement for that loan category. A partial charge-off on a non-performing loan will decrease the amount of non-performing and impaired loans, as well as any specific allowance requirement that loan may have had. This will also decrease our allowance for loan losses, as well as our allowance for loan losses to non-performing loans ratio and our allowance for loan losses to total loans ratio. The Company incorporates historical charge-offs, including charge-offs recognized in the current quarter, which are annualized, when calculating the general allowance component of the allowance for loan losses.

Loan Servicing. In the ordinary course of business, the Company sells real estate loans to the secondary market. The Company retains servicing on certain loans sold and earns servicing fees of 0.25% per annum based on the monthly outstanding balance of the loans serviced. The Company recognizes servicing assets each time it undertakes an obligation to service loans sold. The . . .