United Financial Bancorp Inc
CHANGE IN CONTROL AGREEMENT FOR MARK A. ROBERTS
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>5
<FILENAME>chngcntl_roberts-112807.txt
<DESCRIPTION>CHANGE IN CONTROL AGREEMENT FOR MARK A. ROBERTS
<TEXT>

                           CHANGE IN CONTROL AGREEMENT

     This  AGREEMENT is made  effective as of the 1st day of May,  2007,  by and
between UNITED BANK, a federally chartered stock savings bank (the "Bank"),  and
MARK A. ROBERTS ("Executive").  Any reference to the "Company" herein shall mean
UNITED  FINANCIAL  BANCORP,  INC.,  or any  successor  thereto.  The Company has
executed this Agreement  solely for purposes of guaranteeing  the performance of
the Bank hereunder.

     WHEREAS,  the Bank  recognizes the substantial  contribution  Executive has
made to the Bank and wishes to provide  Executive with certain  protections  and
benefits  in the event of a Change in  Control  of the Bank or the  Company,  as
provided in this Agreement; and

     WHEREAS,  Executive  has been  elected  to,  and has agreed to serve in the
position of Executive  Vice  President  for the Bank, a position of  substantial
responsibility;

     NOW, THEREFORE, in consideration of the contribution of Executive, and upon
the other terms and conditions hereinafter provided, the parties hereto agree as
follows:

1.   TERM OF AGREEMENT

     The "term" of this  Agreement  shall begin on the effective  date set forth
above and shall continue for thirty-six  (36) full calendar  months  thereafter.
Commencing on May 1, 2008,  and  continuing on the first day of May of each year
thereafter  (the  "Anniversary   Date"),  this  Agreement  shall  renew  for  an
additional  year such that the remaining  term shall be three (3) years,  unless
written notice of non-renewal ("Non-Renewal Notice") is provided to Executive at
least  thirty  (30)  days  and not  more  than  sixty  (60)  days  prior to such
Anniversary  Date  that this  Agreement  shall not be  renewed.  The Board  will
conduct a  performance  evaluation  and  review of  Executive  for  purposes  of
determining  whether or not to renew or extend  this  Agreement  and the results
thereof  shall be included in the minutes of the Board's  meeting.  In the event
the Board  determines  not to renew or extend  this  Agreement,  the Board shall
provide  a  Non-Renewal  Notice to  Executive,  and the  remaining  term of this
Agreement shall be twenty-four (24) months. If Executive is also a director then
he  shall  abstain  from any and all  voting  with  respect  to the  renewal  or
extension of the term of this Agreement.

2.   PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL AND TERMINATION

     This Agreement provides for certain payments and benefits to Executive only
in the  event  of a  Change  in  Control  followed  by  Executive's  Involuntary
Termination as described in this Agreement.

     (a) Upon the occurrence of a "Change in Control" of the Bank or the Company
followed  at any time  during  the  term of this  Agreement  by the  Involuntary
Termination of Executive's  employment,  other than Termination for Cause, death
or  Disability  of  Executive,  the Bank  shall be  obligated  to pay or provide
Executive  or  in  the  event  of  his  subsequent  death,  his  beneficiary  or
beneficiaries, or his estate, as the case may be:

<PAGE>

          (i) Within thirty (30) days of Executive's Involuntary Termination, as
          severance  pay,  a sum equal to two  times the sum of (a) the  highest
          rate of base  salary,  and  (b)  highest  rate  of  bonus  awarded  to
          Executive during the prior three years.

          (ii) Life insurance and  non-taxable  medical and dental  coverage (at
          the  expense  of the Bank)  substantially  identical  to the  coverage
          maintained  by  the  Bank  for  Executive  prior  to  his  Involuntary
          Termination, provided, however, such medical coverage shall cease upon
          the earlier of (i) the expiration of  twenty-four  (24) months or (ii)
          the date Executive  becomes eligible for Medicare  coverage,  provided
          further,  that if Executive is covered by family coverage, or coverage
          for self and a spouse,  then the  Executive's  family or spouse  shall
          continue  to be covered for the  remainder  of the  twenty-four  month
          period,  or,  in the case of the  spouse,  until  the  spouse  becomes
          eligible for Medicare coverage, whichever period is less.

          (iii)  Within  thirty  (30)  days  following  Executive's  Involuntary
          Termination a lump sum payment in an amount equal to the present value
          of the  Bank's  contributions  that would have been made on his behalf
          under each of the Bank's 401(k) Plan and employee stock ownership plan
          (and any other  defined  contribution  plan  maintained by the Bank in
          which Executive participates) if he had continued working for the Bank
          for a twenty-four (24) month period following his termination  earning
          the Base Salary  that would have been  achieved  during the  remaining
          unexpired  term of this  Agreement  and making the  maximum  amount of
          employee  contributions  permitted,  if any, under such plan or plans,
          where such present  values are to be determined  using a discount rate
          of 6%.

     (b) Upon the  occurrence of a Change in Control,  Executive  will have such
rights as specified in any other employee  benefit plan with respect to options,
stock  awards or other stock  incentives  and such other rights as may have been
granted to Executive under such plans.

     (c) Any  payments to Executive  under this  Section 2 (other than  payments
under Section  2(a)(ii))  should be made in a lump sum and reduced by applicable
withholding taxes.  Notwithstanding  the foregoing,  in the event Executive is a
"Specified  Employee" (as defined  herein) no payment shall be made to Executive
under  sub-sections  2(a)(i) or 2(a)(iii)  prior to the first day of the seventh
month following Executive's  Involuntary Termination in excess of the "permitted
amount" under Section 409A of the Internal  Revenue Code. For these purposes the
"permitted  amount" shall be an amount that does not exceed two times the lesser
of: (A) the sum of  Executive's  annualized  compensation  based upon the annual
rate of pay for services  provided to the Bank for the calendar  year  preceding
the year in which Executive has an Involuntary  Termination,  or (B) the maximum
amount that may be taken into account  under a  tax-qualified  plan  pursuant to
Section  401(a)(17) of the Internal  Revenue Code for the calendar year in which
the Involuntary  Termination occurs. The payment of the "permitted  amount"shall
be  made  within  thirty  (30)  days  of  the  occurrence  of  the   Involuntary
Termination.  Any  payment in excess of the  permitted  amount  shall be made to
Executive  on the first  day of the  seventh  month  following  the  Involuntary
Termination.

<PAGE>

     (d) Notwithstanding the preceding paragraphs of this Section 2, in no event
shall the  aggregate  payments or  benefits to be made or afforded to  Executive
under  said  paragraphs  (the  "Termination  Benefits")  constitute  an  "excess
parachute payment" under Section 280G of the Code or any successor thereto,  and
in order to avoid  such a  result,  Termination  Benefits  will be  reduced,  if
necessary, to an amount (the "Non-Triggering Amount"), the value of which is one
dollar  ($1.00) less than an amount equal to three (3) times  Executive's  "base
amount", as determined in accordance with said Section 280G. In addition,  in no
event  shall  the  aggregate  Termination  Benefits  to be made or  approved  to
Executive ever exceed three (3) times "average annual compensation" as such Term
is defined in OTS  Regulatory  Handbook  Section 310  (Oversight by the Board of
Directors).

     (e)  Executive  shall not have the right to  receive  termination  benefits
pursuant to Section 2 hereof in the event of Executive's  Termination  for Cause
or termination of employment due to Executive's death or Disability.

3.   DEFINED TERMS

     The following  capitalized  terms used in this Agreement are defined as set
forth below:

     (a) Change in  Control.  A "Change in  Control"  of the Bank or the Company
shall mean a change in control of a nature  that:  (i) would be  required  to be
reported  in  response  to Item 5.01 of the  current  report on Form 8-K,  as in
effect on the date  hereof,  pursuant  to Section 13 or 15(d) of the  Securities
Exchange  Act of 1934  (the  "Exchange  Act");  or (ii)  results  in a Change in
Control of the Bank or the Company  within the meaning of the Home  Owners' Loan
Act, as amended,  and applicable  rules and regulations  promulgated  thereunder
(collectively, the "HOLA") as in effect at the time of the Change in Control; or
(iii)  without  limitation  such a Change  in  Control  shall be  deemed to have
occurred at such time as (a) any "person" (as the term is used in Sections 13(d)
and 14(d) of the Exchange Act) is or becomes the "beneficial  owner" (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly,  of securities of
the Company  representing  25% or more of the combined voting power of Company's
outstanding  securities,  except  for any  securities  purchased  by the  Bank's
employee stock  ownership plan or trust;  or (b)  individuals who constitute the
Board on the date  hereof  (the  "Incumbent  Board")  cease  for any  reason  to
constitute  at least a majority  thereof,  provided  that any person  becoming a
director  subsequent to the date hereof whose election was approved by a vote of
at least  three-quarters  of the directors  comprising the Incumbent  Board,  or
whose nomination for election by the Company's  stockholders was approved by the
same  Nominating  Committee  serving  under an  Incumbent  Board,  shall be, for
purposes  of this  clause  (b),  considered  as  though  he were a member of the
Incumbent Board; or (c) a plan of reorganization, merger, consolidation, sale of
all or  substantially  all the  assets  of the Bank or the  Company  or  similar
transaction in which the Bank or Company is not the surviving institution occurs
or is effected; or (d) a proxy statement soliciting proxies from stockholders of
the Company is distributed,  by someone other than the current management of the
Company,  seeking  stockholder  approval of a plan of reorganization,  merger or
consolidation  of the Company or similar  transaction  with one or more business
organizations  as a result  of which  the  outstanding  shares  of the  class of
securities  then subject to the plan are to be exchanged  for or converted  into
cash or property or securities not issued by the Company;  or (e) a tender offer
is made  for  25% or  more  of the  voting  securities  of the  Company  and the
shareholders  owning  beneficially  or of record 25% or more of the  outstanding
securities of the Company have tendered or offered to sell their shares pursuant
to such tender offer and such  tendered  shares have been accepted by the tender
offeror.

<PAGE>

     (b) Involuntary Termination.  "Involuntary  Termination" of Executive shall
mean  either  (i)  Executive's  termination  by the  Bank,  the  Company  or any
successor(s) thereto during the term of this Agreement and following a Change in
Control for any reason other than a Termination for Cause,  Disability or death,
or (ii) Executive's resignation from employment following a Change in Control as
a result of the Company's (or any successor to the Company)  failure to renew or
extend  this  Agreement  for an  additional  twelve  (12)  months  on the  first
anniversary  date of this  Agreement  following  a Change in  Control,  or (iii)
Executive's  resignation  of  employment  during the term of this  Agreement and
following  a Change in  Control as a result  of:  any  demotion,  loss of title,
office, significant change in Executive's functions,  duties or responsibilities
which  change  would  cause  Executive's   position  to  become  one  of  lesser
importance,  responsibility or scope from the position held immediately prior to
the Change in Control, reduction in Executive's annual compensation or benefits,
relocation of  Executive's  principal  place of employment by more than 25 miles
from its location immediately prior to the Change in Control, or material breach
of this  Agreement  by the Bank,  the  Company or its  successor(s)  following a
Change  in  Control.  Notwithstanding  anything  herein  to  the  contrary,  the
Executive shall not have an Involuntary  Termination  unless the Executive has a
Separation from Service within the meaning of Code Section 409A.

     (c) Termination for Cause.  "Termination  for Cause" shall mean termination
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) or final cease and desist order, or
any material breach of any material provision of this Agreement.  In determining
incompetence,  the  acts  or  omissions  shall  be  measured  against  standards
generally prevailing in the savings institution  industry.  For purposes of this
paragraph,  no act or  failure  to act on the  part of the  Executive  shall  be
considered  "willful"  unless done,  or omitted to be done,  by Executive not in
good faith and without  reasonable belief that Executives action or omission was
in the best  interest  of the Bank.  Any act,  or  failure  to act,  based  upon
authority given pursuant to a resolution duly adopted by the Board or based upon
the advice of counsel for the Bank shall be conclusively presumed to be done, or
omitted to be done, by Executive in good faith and in the best  interests of the
Bank. 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 not less than
three-fourths of the entire  membership of the Board of the Bank at a meeting of
the Board called and held for that purpose (after reasonable notice to Executive
and an  opportunity  for him,  together  with  counsel,  to be heard  before the
Board),  finding  that in the good faith  opinion of the  Board,  Executive  was
guilty  of  conduct   justifying   Termination  for  Cause  and  specifying  the
particulars  thereof  in detail.  Executive  shall not have the right to receive
compensation or other benefits for any period after  Termination for Cause.  Any
stock options  granted to Executive under any stock option plan of the Bank, the
Company or any  subsidiary  or  affiliate  thereof,  shall  become null and void
effective upon  Executive's  receipt of Notice of Termination for Cause pursuant
to  Section 4 hereof,  and shall not be  exercisable  by  Executive  at any time
subsequent to such Termination for Cause.

<PAGE>

     (d) Disability.  "Disability"  shall mean Executive's  inability to perform
duties  normally  associated with his position on a full-time basis for a period
of six  consecutive  months by reason of  illness  or other  physical  or mental
disability.   The  Bank  or  the  Company  may  require  a  physician's  written
confirmation  that  Executive  cannot  perform his duties because of Executive's
Disability.

     (e) Specified Employee. "Specified Employee" shall mean a "key employee" as
such term is defined in Code  Section  416(i)  (without  regard to  paragraph  5
thereof),  but an individual  shall be a Specified  Employee only if the Bank or
the Company is a publicly traded company.

     (f)  Separation   from  Service.   "Separation   from  Service"  means  the
Executive's  termination of employment  with the Bank within the meaning of Code
Section 409A. Whether a Separation from Service has occurred is determined based
on whether  the facts and  circumstances  indicate  that the Bank and  Executive
reasonably  anticipate that either no further  services will be performed by the
Executive after the date of the Involuntary  Termination (whether as an employee
or as an independent contractor) or the level of further services performed will
not  exceed  49% of the  average  level of bona fide  services  in the 12 months
immediately preceding the Involuntary  Termination.  For all purposes hereunder,
the definition of Separation  from Service shall be interpreted  consistent with
Treasury Regulation Section 1.409A-1(h)(ii).


4.   NOTICE OF TERMINATION

     (a)  Following  a Change  in  Control,  any  termination  by the Bank or by
Executive  shall be  communicated  by Notice of  Termination  to the other party
hereto.  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  reasonable  detail the facts and
circumstances  claimed  to  provide  a  basis  for  termination  of  Executive's
employment  under the provision so indicated.  Any termination by Executive as a
result of an Involuntary  Termination under Section 3(b)(i) or (ii) hereof shall
be  communicated  by Notice of Termination to the Company within 120 days of the
event giving rise to the Involuntary Termination.

     (b) "Date of  Termination"  shall  mean (A) if  Executive's  employment  is
terminated  for  Disability,  thirty (30) days after a Notice of  Termination is
given  (provided  that Executive  shall not have returned to the  performance of
Executive's duties on a full-time basis during such thirty (30) day period), and
(B) if  Executive's  employment  is terminated  for any other  reason,  the date
specified in the Notice of Termination  (which, in the case of a Termination for
Cause, shall be immediate).  In no event shall the Date of Termination exceed 30
days from the date Notice of Termination is given.

<PAGE>

5.   SOURCE OF PAYMENTS

     It is  intended by the parties  hereto that all  payments  provided in this
Agreement shall be paid in cash or check from the general funds of the Bank. The
Company,  however,  guarantees payment and provision of all amounts and benefits
due  hereunder to Executive  and, if such amounts and benefits due from the Bank
are not timely paid or provided by the Bank,  such amounts and benefits shall be
paid or provided by the Company.

6.   EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFIT PLANS

     This Agreement contains the entire understanding between the parties hereto
and supersedes any prior agreement  between the Bank and Executive,  except that
this Agreement shall not affect or operate to reduce any benefit or compensation
inuring  to  Executive  of a kind  elsewhere  provided.  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.

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 affect any such action  shall be null,
void, and of no effect.

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

8.   MODIFICATION AND WAIVER

     (a) This  Agreement may not be modified or amended  except by an instrument
in writing signed by the parties hereto.

     (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 such written waiver shall be deemed a continuing  waiver
unless specifically  stated therein,  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.   REQUIRED PROVISIONS

     (a) The Bank may terminate  Executive's  employment at any time.  Executive
shall not have the  right to  receive  compensation  or other  benefits  for any
period after Termination for Cause as defined herein.

<PAGE>

     (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) (12 USC  ss.1818(e)(3)) or 8(g)(1) (12 USC ss.1818(g)(1)) of the
Federal  Deposit  Insurance  Act  ("FDIA"),  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 its 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) (12 USC  ss.1818(e)(4))  or 8(g)(1) (12 USC  ss.1818(g)(1))  of
FDIA, 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)  (12 USC
ss.1813(x)(1))  of FDIA, all obligations under this Agreement shall terminate as
of the date of default, but this paragraph shall not affect any vested rights of
the contracting parties.

     (e) All obligations under this Agreement shall be terminated, except to the
extent  determined  that  continuation  of this  Agreement is necessary  for the
continued  operation  of the  Bank,  (i) by  the  Director  of OTS or his or her
designee, at the time the FDIC enters into an agreement to provide assistance to
or on behalf of the Bank under the authority  contained in Section 13(c) (12 USC
ss.1823(c))  of FDIA;  or (ii) by the  Director of OTS or his or her designee at
the time the  Director  of OTS or his or her  designee  approves  a  supervisory
merger to resolve problems related to operations of the Bank or when the Bank is
determined  by the  Director of OTS or his or her designee 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) Notwithstanding anything herein contained to the contrary, any payments
to Executive by the Bank,  whether pursuant to this Agreement or otherwise,  are
subject to and conditioned  upon their compliance with Section 18(k) of FDIA, 12
U.S.C. Section 1828(k), and the regulations  promulgated thereunder in 12 C.F.R.
Part 359.

10.  SEVERABILITY

     If, for any reason,  any  provision of this  Agreement,  or any part of any
provision, is held invalid, such invalidity shall not affect any other provision
of this  Agreement or any part of such  provision not held so invalid,  and each
such other  provision and part thereof shall to the full extent  consistent with
law continue in full force and effect.

11.  HEADINGS FOR REFERENCE ONLY

     The headings of sections  and  paragraphs  herein are  included  solely for
convenience of reference and shall not control the meaning or  interpretation of
any of the provisions of this Agreement.

<PAGE>

12.  GOVERNING LAW

     The  validity,   interpretation,   performance,  and  enforcement  of  this
Agreement shall be governed by the laws of the  Commonwealth  of  Massachusetts,
unless superseded or preempted by Federal law as now or hereafter in effect.

     Any  dispute  or  controversy  arising  under or in  connection  with  this
Agreement shall be settled exclusively by arbitration, conducted before a single
arbitrator, mutually acceptable to Executive and the Bank, sitting in a location
selected  by the Bank  within  twenty-five  (25) miles of the main office of the
Bank in West  Springfield,  Massachusetts,  in accordance  with the rules of the
American  Arbitration   Association's  National  Rules  for  the  Resolution  of
Employment Disputes then in effect.  Judgment may be entered on the arbitrator's
award in any court having jurisdiction.

13.  PAYMENT OF LEGAL FEES

     All  reasonable  legal fees paid or incurred by  Executive  pursuant to any
dispute or question of  interpretation  relating to this Agreement shall be paid
or reimbursed by the Bank if Executive is successful on the merits pursuant to a
legal judgment, arbitration or settlement, and such reimbursement shall occur no
later  than  sixty  (60) days  after the  dispute  is  settled  or  resolved  in
Executive's favor.

14.  SUCCESSOR TO THE BANK

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

                     [Remainder of Page Intentionally Blank]


<PAGE>


15.  SIGNATURES

     IN WITNESS WHEREOF,  the Bank and the Company have caused this Agreement to
be executed by their duly  authorized  officers,  and  Executive has signed this
Agreement, on this 27th day of November, 2007.

ATTEST:                                     UNITED BANK



/s/ Diane Wilson                            By:      /s/ Richard B. Collins
--------------------                                 ---------------------------
                                                     President


ATTEST:                                     UNITED FINANCIAL BANCORP, INC.



/s/ Diane Wilson                            By:      /s/ Richard B. Collins
--------------------                                 ---------------------------
                                                     President


WITNESS:                                    EXECUTIVE



/s/ Miriam Siegel                           By:      /s/ Mark A. Roberts
--------------------                                 ---------------------------
                                                     Mark A. Roberts


</TEXT>
</DOCUMENT>
