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ISS Supports Both Clover Nominees to Replace Hampden Bancorp’s Incumbent Directors

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Clover Partners, the general partner of MHC Mutual Conversion Fund, L.P., is pleased to announce that Institutional Shareholder Services Inc. (“ISS”), an influential and leading proxy advisory firm, has chosen to support both Mr. Base and Mr. Guerry for election to the Board of Directors of Hampden Bancorp (NASDAQ:HBNK) .

In its report published on Oct. 17, 2014, ISS concurs with many of the concerns cited by Clover in its proxy statement and subsequent letter to shareholders.

Regarding Hampden’s share price performance, ISS notes: “the impact on and run-up in the company’s stock price on Oct. 22, 2013, when ISS recommended to shareholders to vote for the dissident nominees in last year’s proxy contest – and the subsequent decline in total shareholder return when the company’s nominees were re-elected in November – appears to demonstrate the positive impact of the dissident’s campaign on the stock price.”

ISS further added: “….Given the lack of compelling improvements in the key performance metrics, it is not unreasonable for shareholders to assume that some of the recent performance was driven once again by the dissident’s call to elect its nominees rather than improving operations.”

ISS also found Hampden’s disclosure on strategic alternatives lacking: “In response to the 2012 shareholder proposal and last year’s proxy contest, management hired investment bank Sterne Agee & Leach Inc. to explore strategic opportunities. However, to date, the company has not updated shareholders on any progress made towards pursuing a strategic opportunity.”

Regarding Clover nominees ISS commented: “The complementary skills and experience of dissident nominees Base and Guerry appear suited to address the company’s performance and strategic decision-making issues which we believe are the fundamental issues facing the board.

Lastly, ISS concluded by noting: “In light of the company’s operational and stock underperformance that only recently appeared to have improved after the dissident’s campaign, as well as the board’s failure to immediately act on a shareholder proposal that received support from a majority of its shareholders, the dissidents have made a case that increased board oversight is warranted.”

Please sign, date and return the WHITE proxy card TODAY by mailing it in the enclosed pre-addressed, stamped envelope, or follow the instructions on the enclosed WHITE proxy card to vote by Internet or telephone.

YOUR VOTE IS IMPORTANT. No matter how many shares you may own, we encourage you to make your shares count by making an informed vote. If you have any questions or need any assistance voting your shares, please contact Alliance Advisors, the proxy firm assisting us in this matter, toll-free at 1-877-777-5216.

Thank you for your support.


Please also feel free to call or email MHC Mutual Conversion Fund, L.P. or our proxy advisor at the following:

Johnny Guerry

Clover Partners LP
100 Crescent Court Suite 575
Dallas, Texas 75201
(214) 273 5200
(214) 273 5199 (fax)

Alliance Advisors, LLC

Peter J. Casey, 973-873-7710
Executive Vice President

* Permission was neither sought nor obtained to use excerpts from the ISS report.

Important Information

MHC Mutual Conversion Fund, L.P. has nominated Johnny Guerry and Garold R. Base as nominees to the board of directors of the Company and is soliciting votes for the election of Mr. Guerry and Mr. Base as members of the board. On September 30, 2014, MHC Mutual Conversion Fund, L.P. filed its definitive proxy statement and related proxy materials with the Securities and Exchange Commission (“SEC“), and has sent the definitive proxy statement, WHITE proxy card and related proxy materials to shareholders of the Company seeking their support of Mr. Guerry and Mr. Base at the Company’s 2014 Annual Meeting of Stockholders. Stockholders are urged to read the definitive proxy statement and WHITE proxy card because they contain important information about the participants in the solicitation, Mr. Guerry and Mr. Base, the Company and related matters. Stockholders may obtain a free copy of the definitive proxy statement and WHITE proxy card and other documents filed by MHC Mutual Conversion Fund, L.P. with the SEC at the SEC’s web site at A proxy given pursuant to our solicitation may be revoked at any time before it is voted.

Participants in Solicitation

The participants in the solicitation by MHC Mutual Conversion Fund, L.P. consist of the following persons: MHC Mutual Conversion Fund, L.P., Clover Partners, L.P., Clover Investments, L.L.C., Michael C. Mewhinney, Johnny Guerry and Garold R. Base. Such participants may have interests in the solicitation, including as a result of holding shares of the Company’s common stock. Information regarding the participants and their interests may be found in the definitive proxy statement filed with the SEC on September 30, 2014.

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