DATE __________________________

NAME _________________________

ADDRESS ____________________________

CITY, STATE & ZIP _______________________________________

Dear ___________________________________:

             You are considering the acquisition of a property located at 270 Main Street, Agawam, Massachusetts (the "Property") owned by 270 Main Street Corporation and assumed by Kidder Inc. In connection with your review of the Property, you have requested that Westfield Bank (the "Bank") send you copies of Release Abatement Measure & Completion Report relating to the Property prepared by Tighe & Bond (the "Report").

             The Bank is prepared to deliver to you copies of the Report upon your agreement to the terms of this letter which limit your rights to rely on the Report and negate any responsibility that the Bank or its affiliates might have to you with respect to the Report or its content. You understand that signing this letter is a material precondition to our delivery to you of the Report and acknowledge that the Bank would not make the Report available to you but for your execution of this letter.

             By signing this letter, you acknowledge that neither the Bank nor any of its affiliates or employees has made or makes any representations or warranties to you concerning the means, methodologies or protocols of the consultants, the accuracy or completeness of the Report, the scope of work upon which the Report is based, the appropriateness of that scope of work for the assessment of the environmental condition of the Property or of the accuracy or reasonableness of the Consultant’s conclusions and recommendations. You further acknowledge and understand that the Bank has not and has no obligation to share with you its internal analysis or assessment of the Report or any conclusions that the Bank may have drawn from its internal review of the Report.

             In connection with the foregoing, you understand that the Bank has access to environmental counsel and to internal environmental expertise which it may employ in reviewing any environmental site assessment and that the report may have been prepared with such specialized knowledge or expertise of the Bank in mind. You acknowledge that neither the Bank nor any of its affiliates or employees has made or makes any representations or warranties to you that it shall undertake or perform any action recommended in the Report. You further acknowledge that Westfield Bank expressly disclaims any obligation or responsibility, expressed or implied, to update or supplement the Report.

             You are not authorized to rely on the Report and agree that you will not. You hereby agree to waive any and all claims against the Bank or its employees or affiliates based upon any unauthorized reliance on the Report. Moreover, you acknowledge that the Bank has advised you that under no circumstances does the Bank recommend your reliance on the Report or suggested to you that review of the Report constitutes appropriate inquiry by you into the environmental condition of the Property. Instead, you are encouraged to perform your own due diligence, including retaining your own environmental consultant.

             The Bank has provided the Report to you at your request and under the terms of this letter. You agree that the Report and the information it contains is confidential. You also agree not to further disseminate the Report, except to your environmental consultants ad legal counsel, and you agree to indemnify the Bank and its affiliates or employees from any loss, claim or damage sustained by virtue of any further dissemination of the Report.

             Please confirm your agreement to the terms of this letter by signing below and returning it to me and I will then send you the Report.

Very truly yours,                        

Westfield Bank                          

Agreed to:

__________________________________, this the _____day of _____________,2002