UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

þ	Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Fiscal Year Ended December 31, ~~2012~~2013

¨	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission file number 001-33898

Meridian Interstate Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Massachusetts

20-4652200

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

1067 ~~Meridian~~Prospect Street, ~~East Boston~~Peabody, Massachusetts ~~02128~~01960 Zip Code (Address of Principal Executive Offices)

(617) 567-1500

(Registrant’s telephone number, including area code)

Securities Registered Pursuant to Section 12(b) of the Act:


Title of Each Class		Name of Each Exchange on Which Registered
Common Stock, no par value		The NASDAQ Stock Market, LLC

Securities Registered Pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this form 10-K. þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer

Accelerated Filer

Non-Accelerated Filer

Smaller Reporting Company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No þ

The aggregate market value of the common stock held by non-affiliates of the Registrant, computed by reference to the closing price of such stock on June 30, ~~2012~~2013 was approximately $~~108~~149,~~314~~682,~~541~~438. As of March 1, ~~2013~~2014, there were 22,~~138~~229,~~805~~797 outstanding shares of the Registrant’s common stock.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement for the ~~2013~~2014 Annual Meeting of Stockholders of the Registrant are incorporated by reference in Part III of this Form 10-K.

MERIDIAN INTERSTATE BANCORP, INC.

~~2012~~2013 FORM 10-K ANNUAL REPORT

TABLE OF CONTENTS

		Page
	PART I
	Forward Looking Statements		3
Item 1.	Business		34
Item 1A.	Risk Factors		2628
Item 1B.	Unresolved Staff Comments		3438
Item 2.	Properties		3539
Item 3.	Legal Proceedings		3639
Item 4.	Mine Safety Disclosures		3639
	PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		3639
Item 6.	Selected Financial Data		3942
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		4043
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk		6267
Item 8.	Financial Statements and Supplementary Data		6368
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		~~124~~127
Item 9A.	Controls and Procedures		~~124~~127
Item 9B.	Other Information		~~124~~127
	PART III
Item 10.	Directors, and Executive Officers, of the Registrant and Corporate Governance		~~125~~128
Item 11.	Executive Compensation		~~125~~128
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		~~125~~128
Item 13.	Certain Relationships and Related Transactions, and Director Independence		~~125~~128
Item 14.	Principal Accounting Fees and Services		~~125~~128
	PART IV
Item 15.	Exhibits and Financial Statement Schedules		~~126~~129
Signatures			~~129~~132

PART I

Forward Looking Statements

This report contains ~~certain “~~forward-looking statements,” which can be identified by the use of ~~such~~ words such as “estimate,” “project,” “believe,” “intend,” “anticipate,” “plan,” “seek,” “expect” and words of similar ~~expressions~~meaning. These forward -looking statements include, but are not limited to:

•

statements of our goals, intentions and expectations;

•

statements regarding our business plans, prospects, growth and operating strategies;

•

statements regarding the quality of our loan and investment portfolios; and

•

estimates of our risks and future costs and benefits.

These forward-looking statements are based on current beliefs and expectations of our management and are inherently subject to significant ~~risks~~business, economic and competitive uncertainties. ~~Actual~~and ~~results~~contingencies, ~~may~~many ~~differ~~of ~~materially from~~which ~~those~~are ~~contemplated~~beyond byour ~~the~~control. In addition, these forward-looking statements ~~due~~are subject to, ~~among~~assumptions ~~others,~~with ~~the~~respect ~~following~~to ~~factors:~~future business strategies and decisions that are subject to change.

•The ~~general~~following ~~economic~~factors, ~~conditions~~among others, ~~either~~could ~~nationally~~cause oractual inresults ~~our~~to differ ~~market~~materially ~~area,~~from ~~that~~the ~~are~~anticipated ~~worse~~results ~~than~~or ~~expected;~~other expectations expressed in the forward-looking statements:

• ~~inflation~~general ~~and~~economic ~~changes~~conditions, ineither ~~the~~nationally ~~interest~~or ~~rate~~in ~~environment that reduce~~ our ~~interest~~market ~~margins~~areas, orthat ~~reduce~~are ~~the~~worse ~~fair~~than ~~value of financial instruments~~expected;

• ~~increased~~changes ~~competitive~~in ~~pressures~~the ~~among~~level ~~financial~~and ~~services~~direction ~~companies~~of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for loan losses;

•

our ability to access cost-effective funding;

•

fluctuations in real estate values and both residential and commercial real estate market conditions;

•

demand for loans and deposits in our market area;

•

our ability to implement and changes in our business strategies;

•

competition among depository and other financial institutions;

•

inflation and changes in the interest rate environment that reduce our margins and yields, our mortgage banking revenues or reduce the fair value of financial instruments or reduce the origination levels in our lending business, or increase the level of defaults, losses and prepayments on loans we have made and make whether held in portfolio or sold in the secondary markets;

•

adverse changes in the securities or secondary mortgage markets;

•

changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory fees and capital requirements, including as a result of Basel III;

•

the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the implementing regulations;

•

our ability to manage market risk, credit risk and operational risk in the current economic conditions;

•

our ability to enter new markets successfully and capitalize on growth opportunities;

•

our ability to successfully integrate any assets, liabilities, customers, systems and management personnel we have acquired or may acquire into our operations and our ability to realize related revenue synergies and cost savings within expected time frames and any goodwill charges related thereto;

•

changes in consumer spending, borrowing and savings habits;

• ~~our~~changes ~~ability~~in toaccounting ~~enter~~policies ~~new~~and ~~markets~~practices, ~~successfully~~as ~~and~~may ~~take~~be ~~advantage~~adopted ofby ~~growth~~the ~~opportunities,~~bank ~~and~~regulatory agencies, the ~~possible~~Financial ~~dilutive~~Accounting ~~effect~~Standards ofBoard, ~~potential~~the ~~acquisitions~~Securities and Exchange Commission or dethe ~~novo~~Public ~~branches,~~Company ifAccounting ~~any~~Oversight Board;

• legislative or regulatory changes that adversely affect our business;

• adverse changes in the securities markets;

• changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board or the Securities and Exchange Commission;

• inability of third-party providers to perform their obligations to us; and

• changes in our organization, compensation and benefit plans.

Any of the forward-looking statements that we make in this report and in other public statements we make may later prove incorrect because of inaccurate assumptions we might make, the factors illustrated above or other factors that we cannot foresee. Because of these and other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements and you should not rely on such statements. In addition, please see “Item 1A. Risk Factors.” Except as may be required by law, we disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

ITEM 1. BUSINESS

Meridian Interstate Bancorp, Inc.

Meridian Interstate Bancorp, Inc. (the “Company”) is a Massachusetts mid-tier stock holding company that was formed in 2006 by East Boston Savings Bank to be its holding company. The Company owns all of East Boston Savings Bank’s capital stock and directs, plans and coordinates East Boston Savings Bank’s business activities. The Company previously owned 43% of the capital stock of Hampshire First Bank, a New Hampshire chartered bank, organized in 2006 and headquartered in Manchester, New Hampshire. On November 16, 2011, Hampshire First Bank entered into an Agreement and Plan of Merger with NBT Bancorp, Inc. (“NBTB”) and NBT Bank, N.A. which was completed on June 8, 2012. For more information about this transaction, see “Item 1 — Business — Subsidiaries and Affiliates.” At December 31, 2012, the Company had total assets of $2.279 billion, deposits of $1.865 billion and stockholders’ equity of $233.9 million.

•

our ability to retain key employees;

•

significant increases in our loan losses; and

•

changes in the financial condition, results of operations or future prospects of issuers of securities that we own.

Because of these and other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements. Please see “Risk Factors” beginning on page 28.

ITEM 1.

BUSINESS

Meridian Interstate Bancorp, Inc.

Meridian Interstate Bancorp, Inc. (the “Company”) is a Massachusetts corporation that owns all of the outstanding shares of common stock of East Boston Savings Bank. East Boston Savings Bank became the wholly-owned subsidiary of the Company in 2006, when East Boston Savings Bank reorganized into the two-tier mutual holding company structure. In 2008, the Company sold 10,050,000 shares of its common stock to the public, representing 43.7% of its then-outstanding shares, at $10.00 per share. An additional 12,650,000 shares, or 55.0% of the outstanding shares, were issued to Meridian Financial Services, Incorporated, and 300,000 shares, or 1.3% of the outstanding shares were issued to the East Boston Savings Bank Charitable Foundation, Inc. At December 31, 2013, the Company had consolidated assets of $2.7 billion, deposits of $2.2 billion and stockholders’ equity of $249.2 million.

Meridian Financial Services, Incorporated

Meridian Financial Services, Incorporated (“Meridian”) is the Company’s Massachusetts-chartered mutual holding company parent. As a mutual holding company, Meridian is a non-stock company. Meridian owns 59.52% of the Company’s common stock. So long as Meridian exists, it will own a majority of the voting stock of the Company and, through its Board of Trustees, will be able to exercise voting control over most matters put to a vote of stockholders. Of the 12 directors of the Company, 10 are also members of the Board of Trustees of Meridian, which is composed of 30 members. Meridian does not currently intend to engage in any business activity other than those relating to owning a majority of the common stock of the Company.

East Boston Savings Bank

East Boston Savings Bank (the “Bank”) is a Massachusetts-chartered stock savings bank that ~~operates~~conducts its business from 2627 full-service locations and three loan centers in the greater Boston metropolitan area. The Bank operates nine of its full-service locations and a loan center under the name Mt. Washington Bank, a Division of East Boston Savings Bank. ~~The Bank was originally founded in 1848.~~ We offer a variety of deposit and loan products to individuals and businesses located in our primary market, which consists of Suffolk, Middlesex and Essex Counties, Massachusetts. We attract deposits from the general public and use those funds to originate one- to four-family real estate, multi-family and commercial real estate, construction, commercial business and consumer loans, which we primarily hold for investment. Our lending business also involves the purchase and sale of loan participation interests. We also offer non-deposit financial products through a third-party network arrangement. The Bank’s main banking office is located at 10 Meridian Street, East Boston, Massachusetts 02128.

WeThe ~~operate~~On asMarch 5, a2014, ~~community-oriented~~the ~~financial~~Board ~~institution~~of ~~offering~~Trustees ~~financial~~of ~~services~~Meridian toand ~~consumers~~the Boards of Directors of the Company and ~~businesses~~the inBank adopted ~~our~~a ~~market~~Plan ~~area~~of Conversion (the “Plan”). WePursuant ~~attract~~to ~~deposits~~the Plan, Meridian will convert from the ~~general~~mutual ~~public~~holding ~~and~~company ~~use~~form ~~those~~of ~~funds~~organization to ~~originate~~ ~~one-to~~the ~~four-family~~fully ~~real~~public ~~estate,~~form. ~~multi-family~~Meridian ~~and~~will ~~commercial~~be ~~real~~merged ~~estate,~~into ~~construction~~the Company, ~~commercial~~and ~~business~~Meridian ~~and~~will ~~consumer~~no ~~loans~~longer exist. ~~which~~The weCompany ~~primarily~~will ~~hold~~then ~~for~~merge ~~investment~~into a new Maryland corporation named Meridian Bancorp, Inc. ~~Our~~As ~~lending~~part ~~business~~of ~~also~~the ~~involves~~conversion, Meridian’s ownership interest in the ~~purchase~~Company ~~and~~will be offered for sale ofin ~~loan participation~~a ~~interests~~public offering. WeThe ~~also~~existing ~~offer~~publicly ~~non-deposit~~held shares ~~financial~~of ~~products~~the ~~through~~Company, awhich ~~third-party~~represent ~~network~~the ~~arrangement.~~remaining Onownership ~~January 4,~~interest ~~2010,~~in the ~~Bank~~Company, ~~completed~~will ~~its~~be ~~acquisition~~exchanged for new shares of ~~Mt.~~common ~~Washington~~stock ~~Co-operative~~of ~~Bank~~Meridian ~~(“Mt~~Bancorp, Inc., ~~Washington”)~~the new Maryland corporation. ~~Refer~~The ~~to Item 8~~exchange ~~Financial~~ratio ~~Statements~~will ensure that immediately after the conversion and ~~Supplementary~~public ~~Data~~offering, ~~Note~~the 2public toshareholders of the ~~consolidated~~Company ~~financial~~will ~~statements~~own ~~for~~the ~~information~~same ~~regarding~~aggregate percentage of common stock of the ~~transaction.~~new Maryland corporation that they owned immediately prior to the completion of the conversion and public offering

(excluding shares purchased in the stock offering and cash received in lieu of fractional shares), giving effect to certain assets held by Meridian. When the conversion and public offering are completed, all of the capital stock of the Bank will be owned by the new Maryland corporation.

The transactions contemplated by the Plan are subject to approval by the Company’s stockholders (including approval by a majority of the shares held by persons other than the Meridian), the corporators of the Meridian, the Board of Governors of the Federal Reserve System and the Massachusetts Commissioner of Banks.

Available Information

The Company is a public company and files interim, quarterly and annual reports with the Securities and Exchange Commission. These respective reports are on file and a matter of public record with the Securities and Exchange Commission and may be read and copied at the Securities and Exchange Commission’s Public Reference Room at 450 Fifth Street, NW, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-SEC-0330. The Securities and Exchange Commission maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC (http://www.sec.gov).

~~Our~~The Company’s executive offices are located at 67 Prospect Street, Peabody, Massachusetts 01960, and our telephone number is (617) 567-1500. The Company’s website address is www.ebsb.com. Information on ~~our~~this website is not and should not be considered to be a part of this report.

Market Area

We consider the greater Boston metropolitan area to be our primary market area. While our primary deposit-gathering area is concentrated in the greater Boston metropolitan area, our lending area encompasses a broader market that includes most of eastern Massachusetts east of Route 93, including Cape Cod, and portions of ~~south-eastern~~southeastern New Hampshire and Maine. We conduct our operations through our 2627 full-service offices and three loan centers located in the following counties, all of which are located in the greater Boston metropolitan area: Essex (five offices and two loan centers), Middlesex (~~six~~seven offices) and Suffolk (15 offices and one loan center). The greater Boston metropolitan area is the 10th largest metropolitan area in the United States. Located adjacent to major transportation corridors, the Boston metropolitan area provides a highly diversified economic base, with major employment sectors ranging from services, manufacturing and wholesale retail trade, to finance, technology and medical care. The largest employment sector however, is health care and social services, accounting for 20.9% of businesses in the Commonwealth of Massachusetts. Based on data from the Federal Reserve Bank of Boston, the unemployment rate for Massachusetts ~~decreased~~remained tounchanged at 6.7% ~~for~~in December 2013 compared to December 2012, after ~~from~~peaking 6at 7.94% ~~from~~in ~~December 2011~~June 2013. Home prices in Massachusetts rose at an annual rate of 25.63% in the third quarter of ~~2012~~2013 compared to 2.6% for the third quarter of ~~2011~~2012.

Competition

We face significant competition for the attraction of deposits and origination of loans. Our most direct competition for deposits has historically come from the many financial institutions operating in our market area and, to a lesser extent, from other financial service companies such as brokerage firms and insurance companies. Several large holding companies operate banks in our market area. These institutions are significantly larger than us and, therefore, have greater resources. We also face competition for investors’ funds from money market funds, mutual funds and other corporate and government securities. Based on data from the Federal Deposit Insurance Corporation ~~(the “FDIC”)~~ as of June 30, ~~2012~~2013 (the latest date for which information is available), the Bank had 0.7383% of the deposit market share within the Boston-Cambridge-Quincy, Massachusetts — New Hampshire metropolitan statistical area, giving us the 17th largest market share in our metropolitan statistical area out of 144 financial institutions in our metropolitan statistical area as of that date.

Our competition for loans comes from financial institutions in our market area and from other financial service providers, such as mortgage companies and mortgage brokers. Competition for loans also comes from the increasing number of non-depository financial service companies entering the mortgage market, such as ~~insurance companies, securities companies and specialty finance companies.~~

We expect competition to remain intense in the future as a result of legislative, regulatory and technological changes and the continuing trend of consolidation in the financial services industry. Technological advances, for example, have lowered barriers to entry, allowed banks to expand their geographic reach by providing services over the internet and made it possible for non-depository institutions to offer products and services that traditionally have been provided by banks. Changes in federal law permit affiliation among banks, securities firms and insurance companies, which promotes a competitive environment in the financial services industry.

Lending Activities

Commercial Real Estate Loans

At December 31, 2012, commercial real estate loans were $795.6 million, or 44.0%, of our total loan portfolio. The commercial real estate loan portfolio consisted of $167.9 million of fixed-rate loans and $627.7 million of adjustable-rate loans at December 31, 2012. We currently target new individual commercial real estate loan originations to small- and mid-size owner occupants and investors in our market area and can, by policy, originate loans to one borrower up to $25.0 million, with exceptions greater than $25.0 million as approved by the Bank’s Executive Committee of the Board of Directors. Our commercial real estate loans are generally secured by properties used for business purposes such as office buildings, industrial facilities and retail facilities. We intend to continue to grow our commercial real estate loan portfolio while maintaining prudent underwriting standards. In addition to originating these loans, we also participate in loans with other financial institutions.

We originate a variety of fixed- and adjustable-rate commercial real estate loans for terms up to 30 years. Interest rates and payments on our adjustable-rate loans adjust every three or five years and generally are adjusted to a rate equal to a percentage above the corresponding U.S. Treasury rate or Federal Home Loan Bank borrowing rate. Most of our adjustable-rate commercial real estate loans adjust every five years and amortize over terms of 20 to 25 years. The maximum amount by which the interest rate may be increased or decreased is generally 2.5% per adjustment period, with a lifetime interest rate cap of 5% over the initial interest rate of the loan. Loan amounts generally do not exceed 75% to 80% of the property’s appraised value at the time the loan is originated.

At December 31, 2012, loan participations purchased totaled $57.9 million. The properties securing these loans are located primarily in eastern Massachusetts and southern New Hampshire. Our underwriting practices with respect to loan participations generally do not differ from loans that we originate.

One-to Four-Family Residential Loans

Our one-to four-family residential loan portfolio consists of mortgage loans that enable borrowers to purchase or refinance existing homes, most of which serve as the primary residence of the owner. At December 31, 2012, one-to four-family residential loans were $443.2 million, or 24.5% of our total loan portfolio, consisting of $134.1 million and $309.1 million of fixed-rate and adjustable-rate loans, respectively. We generally offer fixed-rate loans with terms up to 30 years and adjustable-rate loans with terms up to 40 years.

~~Generally~~insurance companies, ~~our~~securities ~~fixed-rate~~companies ~~loans conform to Fannie Mae~~ and ~~Freddie~~specialty ~~Mac~~finance ~~underwriting guidelines and those with longer terms (more than 15 years) are originated with the intention to sell~~companies. ~~Our adjustable-rate~~Some ~~mortgage~~of ~~loans~~our ~~generally~~competitors ~~adjust~~offer ~~annually~~products orand ~~every~~services ~~three years after an initial fixed period~~ that ~~ranges~~we ~~from~~do ~~three~~not tooffer, ~~seven~~such ~~years.~~as ~~Management~~insurance ~~has~~services, ~~the~~trust ~~intent and ability to hold the remaining fixed-rate bi-weekly loans in the~~services, ~~Company’s~~wealth ~~loan~~management ~~portfolio for the foreseeable future or until maturity or pay-off. Interest rates~~ and ~~payments on our adjustable~~asset-~~rate~~based ~~loans generally are adjusted to a rate equal to a percentage above the one or three year U~~financing.S. Treasury index. Depending on the loan type, the maximum amount by which the interest rate may be increased or decreased is generally 2% per adjustment period and the lifetime interest rate caps range from 2% to 4% over the initial interest rate of the loan. Our residential loans generally do not have prepayment penalties.

~~Borrower~~Lending ~~demand~~Activities for adjustable-rate compared to fixed-rate loans is a function of the level of interest rates, the expectations of changes in the level of interest rates, and the difference between the interest rates and loan fees offered for fixed-rate mortgage loans as compared to the interest rates and loan fees for adjustable-rate loans. The relative amount of fixed-rate and adjustable-rate mortgage loans that can be originated at any time is largely determined by the demand for each in a competitive environment. The loan fees, interest rates and other provisions of mortgage loans are determined by us on the basis of our own pricing criteria and competitive market conditions.

~~While~~Commercial ~~one-to~~Real ~~four-family~~Estate ~~residential~~Loans. At December 31, 2013, commercial real estate loans ~~are~~were ~~normally~~$1.032 ~~originated~~billion, or ~~with~~45.0%, upof toour ~~30-year~~total ~~terms,~~loan ~~such~~portfolio. ~~loans~~The ~~typically~~commercial ~~remain~~real ~~outstanding~~estate ~~for~~loan ~~substantially~~portfolio ~~shorter~~consisted ~~periods~~of ~~because~~$209.8 ~~borrowers~~million ~~often prepay~~of ~~their~~fixed-rate loans inand ~~full~~$822.6 ~~either~~million ~~upon~~of ~~sale~~adjustable-rate ofloans ~~the~~at ~~property~~December 31, ~~pledged~~2013. asOur ~~security~~commercial orreal ~~upon~~estate ~~refinancing~~loans ~~the~~are ~~original~~generally secured ~~loan.~~by ~~Therefore,~~properties ~~average~~used ~~loan~~for ~~maturity~~business ispurposes asuch ~~function~~as ofoffice buildings, ~~among~~industrial ~~other~~facilities ~~factors,~~and ~~the~~retail ~~level~~facilities. ofAt ~~purchase~~December 31, ~~and~~2013, ~~sale~~$183.5 ~~activity~~million inof ~~the~~our commercial real estate ~~market,~~ ~~prevailing~~portfolio ~~interest~~was ~~rates~~owner ~~and~~occupied ~~the~~commercial ~~interest~~real ~~rates~~estate, ~~payable~~and the onremaining ~~outstanding loans~~$848.9 Wemillion dowas ~~not~~secured ~~offer~~by ~~loans~~income ~~with~~producing, ~~negative~~or ~~amortization~~non-owner ~~and~~occupied ~~generally~~commercial doreal ~~not~~estate. ~~offer~~We ~~interest-only~~currently ~~one-to~~target ~~four-family~~new ~~residential~~individual commercial real estate ~~loans.~~loan ~~Additionally,~~originations ~~our current~~to ~~practice~~small- isand ~~generally~~mid-size ~~(1) to~~owners ~~sell~~and toinvestors ~~the~~in ~~secondary~~our market ~~newly~~area and ~~originated~~can, ~~longer~~by ~~term~~policy, ~~(more~~originate ~~than~~loans 15to ~~year~~one ~~terms)~~borrower ~~fixed-rate~~up ~~one-~~to ~~four-family~~$30.0 ~~residential~~million, ~~real~~with ~~estate~~exceptions ~~loans,~~greater ~~and~~than ~~(2) to~~$30.0 ~~hold~~million inas ~~our~~approved ~~portfolio~~by ~~shorter-term~~the ~~fixed-rate loans,~~Bank’s ~~bi-weekly~~Executive ~~amortization~~Committee ~~loans~~of ~~and~~the ~~adjustable-rate~~Board ~~loans~~of Directors. We ~~sell~~intend ~~residential~~to ~~real~~continue ~~estate~~to ~~loans~~grow inour ~~the~~commercial ~~secondary~~real estate ~~market,~~loan ~~primarily~~portfolio ~~with~~while ~~servicing~~maintaining ~~released.~~prudent Weunderwriting ~~also~~standards. ~~sell~~In ~~loans~~addition to ~~Fannie~~originating ~~Mae~~these loans, ~~the~~we ~~Federal~~also ~~Home~~participate ~~Loan~~in ~~Bank~~loans ~~Mortgage~~with ~~Partnership Finance Program and~~ other ~~investors~~financial ~~with servicing retained~~institutions.

We ~~will~~originate ~~make~~a ~~loans~~variety ~~with~~of ~~loan~~fixed-to and adjustable-~~value~~rate ~~ratios~~commercial real estate loans for terms and amortization periods up to 30 ~~95%~~years, ~~(100%~~which ~~for~~may ~~first~~include ~~time~~balloon ~~home~~loans. ~~buyers)~~Interest ~~with~~rates ~~such~~and ~~value~~payments ~~measured~~on atour ~~origination;~~adjustable-rate ~~however~~loans adjust every three, wefive or seven years and generally ~~require~~are ~~private~~adjusted ~~mortgage~~to ~~insurance~~a ~~for~~rate ~~loans~~equal ~~with~~to a ~~loan~~percentage above the corresponding U.S. Treasury rate or Federal Home Loan Bank borrowing rate. Most of our adjustable-~~to-value~~rate ~~ratio~~commercial real estate loans adjust every five years and amortize over ~~80%~~terms of 20 to 25 years. We ~~require~~also ~~all~~include ~~properties~~pre-payment ~~securing~~penalties ~~mortgage~~on loans towe beoriginate. Loan amounts generally do not exceed 75% to 80% of the property’s appraised value at the time the loan is originated. In addition, aggregate debt service ratios, including the guarantor’s cash flow and the borrower’s other projects, are by policy, required to have a ~~licensed~~minimum income to debt service ratio of 1.20x. We require independent appraisals or evaluations on all loans secured by commercial real estate ~~appraiser~~from an approved appraisers list. We ~~generally~~ require ~~title~~most ~~insurance~~of our commercial real estate loan borrowers to submit annual financial statements and/or rent rolls on ~~all~~the ~~first~~subject ~~mortgage~~property. ~~loans~~These properties may also be subject to annual inspections with pictures to support that appropriate maintenance is being performed by the owner/borrower. ~~Borrowers~~All ~~must~~commercial real ~~obtain~~estate ~~hazard~~loans ~~insurance~~over $500,000 are reviewed at least annually along with each commercial real estate borrower and ~~flood~~as ~~insurance~~applicable, each guarantor. The loan and its borrowers and/or guarantors are subject to an annual risk certification verifying that the loan is ~~required~~properly risk rated based upon covenant compliance and other terms as provided for in the loan agreements. While this process does not prevent loans onfrom ~~properties~~becoming ~~located~~delinquent, it provides us with the opportunity to better identify problem loans in a ~~flood~~timely ~~zone~~manner and to work with the borrower prior to the loan becoming delinquent.

InThe anfollowing table ~~effort~~provides toinformation ~~provide~~with ~~financing~~respect ~~for~~to ~~first-time~~our ~~buyers,~~commercial ~~we offer five-year adjustable-rate and fixed-rate 30-year residential~~ real estate loans ~~through~~by ~~the~~type ~~Massachusetts~~at ~~Housing Finance Agency First Time Home Buyer Program. We offer mortgage loans through this program to qualified individuals and originate~~ the ~~loans~~dates ~~using modified underwriting guidelines, reduced interest rates and loan conditions~~indicated.

We also offer loans secured by one-to four-family properties that are not owner-occupied. These loans consist primarily of bi-weekly fixed-rate loans with terms up to 30 years and adjustable-rate loans which adjust annually after an initial fixed period of three years or adjust every three years after an initial fixed period of five years. Non-owner-occupied one-to four-family residential loans generally can be made with a loan-to-value ratio of up to 80% with such value measured at origination. At December 31, 2012, these loans totaled $62.2 million.


	At December 31, 2013
	Amount		Percent
	(Dollars in thousands)
Industrial/Warehouse	$	228,101		22.0	%
Mixed use		275,392		26.7
Accommodations		52,183		5.1
Office condominium		19,506		1.9
Retail		222,997		21.5
Office building		164,712		16.0
Restaurant		8,845		0.9
Other		60,672		5.9

	$	1,032,408		100.0	%

To a lesser extent we also originate land loans primarily to local contractors and developers for making improvements on approved one-to four-family building lots. Such loans are generally written with a maximum 75% loan-to-value ratio based upon the appraised value or purchase price, whichever is less, for a term of up to three years. Interest rates on our land loans are fixed for three years. At December 31, 2012, land loans totaled $1.2 million.

~~Multi~~If we foreclose on a commercial real estate loan, the marketing and liquidation period to convert the real estate asset to cash can be a lengthy process with substantial holding costs. In addition, vacancies, deferred maintenance, repairs and market stigma can result in prospective buyers expecting sale price concessions to offset their real or perceived economic losses for the time it takes them to return the property to profitability. Depending on the individual circumstances, initial charge-~~Family~~offs ~~Real~~and ~~Estate~~subsequent ~~Loans~~losses on commercial real estate loans can be unpredictable and substantial.

AtThe ~~December 31,~~average ~~2012,~~outstanding ~~multi-family~~loan ~~real~~size ~~estate~~in ~~loans were $178.9 million, or 9.9%, of~~ our ~~total~~commercial ~~loan~~real ~~portfolio. The~~estate ~~multi-family loan~~ portfolio ~~consisted~~was of $61.~~7 million of fixed-rate loans and $172.~~2 million as of ~~adjustable-rate loans at~~ December 31, ~~2012~~2013. We ~~currently~~ target ~~new~~ individual ~~multi-family~~commercial real estate ~~loan~~loans ~~originations~~between $250,000 and $30.0 million to small- and mid-size ~~owners~~ owner and investors in our market area and can, by policy, originate loans to one borrower up to $2530.0 million, with exceptions greater than $2530.0 million as approved by the Bank’s Executive Committee of the Board of Directors. ~~Our multi-family~~We ~~real estate loans are~~ generally ~~secured~~do bynot ~~apartment~~make ~~buildings.~~commercial Wereal ~~intend~~estate toloans ~~continue~~outside ~~to grow~~ our ~~multi-family~~primary ~~loan~~market ~~portfolio, while maintaining prudent underwriting standards~~areas. ~~In addition to originating these loans, we also participate~~ ~~in loans with other financial institutions.~~

WeOur ~~originate~~largest asingle ~~variety~~commercial ~~of adjustable-rate multi-family~~ real estate ~~loans~~ ~~for~~relationship ~~terms~~at upDecember 31, to2013, 30totaled ~~years~~$24.0 ~~Interest~~million ~~rates~~ and was ~~payments~~originated onin ~~our adjustable-rate loans adjust every three, five or seven years and generally are adjusted to a rate equal to a percentage above the corresponding U~~2013.S. ~~Treasury~~Our ~~rate~~next orlargest ~~Federal Home Loan Bank~~ borrowing ~~rate.~~relationship ~~Most~~at ofDecember 31, ~~our~~2013 ~~adjustable-rate~~was ~~multi-family~~for ~~real~~$22.7 ~~estate~~million ~~loans adjust every five years~~ and ~~amortize~~the ~~over~~third ~~terms~~largest ofrelationship 20was tofor 25$21.3 ~~years~~million. ~~The~~Each ~~maximum~~relationship ~~amount~~is secured by ~~which~~an ~~the~~office ~~interest~~building. ~~rate~~At ~~may~~December 31, ~~be increased or decreased is generally~~2013, ~~2.5% per~~all ~~adjustment period. Loan amounts generally do not exceed 75% to 80%~~ of ~~the~~these ~~property’s~~loans ~~appraised~~were ~~value~~performing atin ~~the~~accordance ~~time~~with ~~the~~their ~~loan~~repayment ~~is originated~~terms.

~~Construction~~One-to Four-Family Residential Loans. Our one- to four-family residential loan portfolio consists of mortgage loans that enable borrowers to purchase or refinance existing homes, most of which serve as the primary residence of the owner. At December 31, 2013, one- to four-family residential loans were $454.1 million, or 19.8% of our total loan portfolio, consisting of $110.9 million and $343.2 million of fixed-rate and adjustable-rate loans, respectively. We generally offer fixed-rate loans and adjustable-rate loans with terms up to 30 years. Generally, our fixed-rate loans conform to Fannie Mae and Freddie Mac underwriting guidelines and those with longer terms (more than 15 years) are originated with the intention to sell. Our adjustable-rate mortgage loans generally adjust annually or every three years after an initial fixed period that ranges from three to ten years. Management has the intent and ability to hold the remaining fixed-rate loans in our loan portfolio for the foreseeable future or until maturity or pay-off. Interest rates and payments on our adjustable-rate loans generally are adjusted to a rate equal to a percentage above the one or three year U.S. Treasury index. Depending on the loan type, the maximum amount by which the interest rate may be increased or decreased is generally 2% per adjustment period and the lifetime interest rate caps range from 2% to 4% over the initial interest rate of the loan. Our residential loans generally do not have prepayment penalties.

AtBorrower ~~December 31,~~demand ~~2012, construction~~for ~~loans~~adjustable-rate ~~were~~compared ~~$173.3~~to ~~million,~~fixed-rate orloans ~~9.6%~~is a function of ~~our~~the ~~total~~level ~~loan~~of ~~portfolio.~~interest Werates, ~~expect~~the toexpectations ~~continue~~of ~~some~~changes in the level of ~~construction~~interest ~~lending~~rates, ~~when~~and ~~appropriate,~~the ~~while~~difference ~~maintaining~~between athe ~~guarded,~~interest ~~disciplined~~rates ~~approach~~and ~~given~~loan ~~the~~fees ~~current~~offered ~~decline~~for infixed-rate ~~demand~~mortgage inloans as compared to the ~~local~~ ~~real~~interest ~~estate~~rates ~~market.~~and Weloan ~~remain~~fees ~~focused~~for adjustable-rate onloans. aThe ~~strong~~relative ~~credit~~amount ~~culture~~of fixed-rate and ~~underwriting~~adjustable-rate ~~standards,~~mortgage asloans ~~described~~that ~~below.~~can Inbe ~~addition,~~originated weat ~~continue~~any totime ~~carefully~~is ~~monitor~~largely ~~the~~determined ~~existing~~by ~~construction~~the ~~portfolio~~demand for ~~performance~~each ~~and~~in ~~project~~a ~~completion~~competitive environment. The loan fees, ~~with~~interest arates and other ~~goal~~provisions of ~~moving~~mortgage ~~completed~~loans ~~commercial~~are ~~projects~~determined toby ~~the~~us ~~commercial~~on ~~real~~the ~~estate~~basis ~~portfolio~~of ~~and~~our ~~reviewing~~own ~~sales~~pricing ~~based~~criteria ~~projects~~and ~~for~~competitive ~~tracking~~market ~~toward construction goals~~conditions.

WeWhile ~~primarily~~one- ~~make~~to ~~construction~~four-family residential real estate loans ~~for~~are ~~commercial~~normally ~~development~~originated ~~projects,~~with ~~including~~up ~~apartment~~to ~~buildings~~30-year terms, ~~small~~such ~~industrial~~loans ~~buildings~~typically ~~and~~remain ~~retail~~outstanding ~~and~~for ~~office~~substantially ~~buildings.~~shorter Weperiods ~~also~~because ~~originate~~borrowers ~~adjustable~~often prepay their loans ~~to individuals~~in ~~and~~full toeither ~~builders~~upon tosale ~~finance~~of the ~~construction~~property ofpledged ~~residential~~as ~~dwellings.~~security ~~Most~~or ofupon ~~our~~refinancing ~~construction~~the ~~loans~~original ~~are~~loan. ~~interest-only~~Therefore, ~~loans~~average ~~that~~loan ~~provide~~maturity ~~for~~is ~~the~~a ~~payment~~function of, ~~only~~among ~~interest~~other ~~during~~factors, the ~~construction~~level ~~phase,~~of ~~which~~purchase isand ~~usually~~sale upactivity toin 12the toreal estate ~~24 months~~market, ~~although~~prevailing ~~some~~interest ~~construction~~rates ~~loans~~and ~~are~~the ~~renewed,~~interest ~~generally~~rates ~~for~~payable ~~one~~on oroutstanding ~~two additional years~~loans. AtWe ~~the~~do ~~end~~not ofoffer ~~the~~loans ~~construction~~with ~~phase,~~negative ~~the~~amortization ~~loan~~and ~~may~~generally ~~convert~~do tonot aoffer ~~permanent~~interest-only ~~mortgage~~one ~~loan~~-to orfour-family ~~the~~residential ~~loan~~real ~~may~~estate beloans. ~~paid~~Additionally, inour current ~~full.~~practice ~~Loans~~is generally ~~can~~(1) to ~~be made~~sell ~~with~~to athe ~~maximum~~secondary ~~loan-to-value~~market ~~ratio~~newly oforiginated ~~80%~~longer ofterm ~~the~~(more ~~appraised~~than ~~market~~15 ~~value~~year ~~upon~~terms) ~~completion~~fixed-rate ofone- ~~the~~to ~~project.~~four-family Asresidential ~~appropriate~~real toestate ~~the underwriting~~loans, aand ~~“discounted~~(2) to ~~cash~~hold ~~flow~~in ~~analysis”~~our isportfolio ~~utilized.~~shorter-term ~~Before~~fixed-rate loans, ~~making~~bi-weekly aamortization ~~commitment~~loans toand ~~fund~~adjustable-rate ~~a construction~~loans. ~~loan,~~We wesell ~~require~~residential anreal ~~appraisal~~estate ofloans in the ~~property~~secondary bymarket, anprimarily ~~independent~~with ~~licensed~~servicing ~~appraiser~~released. We also ~~will~~sell ~~generally~~loans ~~require~~to anFannie ~~inspection~~Mae, of the ~~property~~Federal ~~before~~Home ~~disbursement~~Loan ofBank ~~funds~~Mortgage ~~during~~Partnership Finance ~~the~~Program ~~term~~and ofother ~~the~~investors ~~construction~~with ~~loan~~servicing retained.

We ~~also~~will ~~originate~~make ~~construction and site development~~ loans towith ~~contractors and builders to finance the construction of single-family homes and subdivisions. While we may originate these loans whether or not the collateral property underlying the~~ loan ~~is under contract for sale, we consider each project carefully in light of the current slow~~-~~down in the residential real estate market. Residential real estate construction loans include single-family tract construction loans for the construction of entry level residential homes. Loans~~ to ~~finance the construction of single~~-~~family~~value ~~homes~~ratios ~~and subdivisions are~~up ~~generally offered~~ to ~~experienced~~95% ~~builders~~(100% infor ~~our~~first ~~primary~~time ~~market~~home ~~areas.~~buyers) ~~The~~with ~~maximum~~such ~~loan-to-~~value ~~limit~~measured ~~applicable~~at toorigination; ~~these~~however, ~~loans~~we is generally 75% to 80% of the appraised market value upon completion of the project. Development plans are required from builders prior to making the loan. Our loan officers are required to personally visit the proposed site of the development and the sites of competing developments. We require ~~that~~private ~~builders~~mortgage ~~maintain adequate~~ insurance ~~coverage. While maturity dates~~ for ~~residential construction~~ loans ~~are~~with ~~largely~~ a ~~function of the estimated construction period of the project, and generally do not exceed one year, land development loans generally are for 18~~ loan-to-value ~~24 months. Substantially all of our residential construction loans have adjustable rates of interest based on U.S. Treasury rates, Federal Home~~

~~Loan~~ratio ~~Bank~~over ~~rates~~80%. orWe ~~The~~require ~~Wall~~all ~~Street~~properties ~~Journal~~securing ~~prime~~mortgage ~~rate,~~loans ~~and~~to ~~during~~be ~~the~~appraised ~~term~~by ofa ~~construction,~~licensed ~~the~~real ~~accumulated~~estate ~~interest~~appraiser. isWe ~~added~~generally torequire ~~the~~title ~~principal~~insurance ofon ~~the~~all ~~loan~~first ~~through~~mortgage ~~an interest reserve~~loans. Borrowers ~~Construction~~must ~~loan~~obtain ~~proceeds~~hazard ~~are~~insurance, ~~disbursed~~and ~~periodically~~flood ininsurance ~~increments~~is asrequired ~~construction~~for ~~progresses~~loans ~~and~~on asproperties ~~inspection~~located byin ~~our~~a ~~approved~~flood ~~inspectors warrant~~zone.

AtIn ~~December 31,~~an ~~2012,~~effort weto ~~had~~provide ~~$39.8~~financing ~~million~~for infirst-time ~~construction~~buyers, ~~loans~~we ~~for~~offer ~~one~~five-toyear ~~four~~adjustable-~~family~~rate and fixed-rate 30-year residential ~~properties~~real ~~that~~estate ~~will~~loans ~~convert~~through tothe ~~permanent~~Massachusetts ~~loans.~~Housing ~~Also~~Finance atAgency ~~that~~First ~~date,~~Time weHome ~~had~~Buyer ~~$133~~Program.5 ~~million~~We ~~in construction~~offer mortgage loans onthrough ~~commercial~~this program to qualified individuals and ~~multi-family~~originate ~~real~~the ~~estate~~loans using ~~consisting~~modified ofunderwriting ~~mixed-use~~guidelines and ~~non-residential~~loan ~~loans~~conditions.

~~Commercial~~We ~~Business~~also ~~Loans~~offer adjustable-rate loans secured by one- to four-family properties that are not owner-occupied. Non-owner-occupied one- to four-family residential loans generally can be made with a loan-to-value ratio of up to 80% with such value measured at origination. At December 31, 2013, these loans totaled $68.2 million. Non-owner-occupied residential loans can have higher risk of loss than owner-occupied residential loans, as payment on such loans often depends on successful operation and management of the properties. In addition, non-owner-occupied residential borrowers may be more willing to default on a loan than an owner-occupied residential borrower as the non-owner-occupied residential borrower would not be losing his or her residence.

WeMulti-Family ~~make~~Real ~~commercial~~Estate ~~business~~Loans. At December 31, 2013, multi-family real estate loans ~~primarily~~were in$288.2 million, or 12.6%, of our ~~market~~total ~~area~~loan toportfolio. aThe ~~variety~~multi-family loan portfolio consisted of ~~professionals,~~$18.7 ~~sole~~million ~~proprietorships,~~of ~~nonprofit~~fixed-rate ~~organizations~~loans and ~~small businesses~~$269.5 Atmillion of adjustable-rate loans at December 31, ~~2012,~~2013. ~~commercial business~~We ~~loans~~currently ~~were~~target ~~$147.8~~new ~~million,~~individual ormulti-family real ~~8.2%~~estate ofloan ~~our~~originations ~~total~~to ~~loan~~small- ~~portfolio,~~and mid-size owners and weinvestors ~~intend~~in toour ~~increase~~market ~~the~~area ~~amount~~and ofcan, ~~commercial~~by ~~business~~policy, originate loans ~~that~~to weone ~~originate~~borrower up to $30.0 Inmillion, ~~the~~with ~~third~~exceptions ~~quarter~~greater ofthan ~~2011,~~$30.0 wemillion ~~significantly~~as ~~expanded~~approved ~~our~~by ~~commercial~~the ~~business~~Bank’s ~~lending~~Executive ~~capacity~~Committee ~~with~~of the ~~establishment~~Board of aDirectors. ~~new~~Our ~~corporate~~multi-family ~~banking~~real ~~division~~estate ~~comprised~~loans ofare agenerally ~~veteran~~secured ~~team~~by ofapartment ~~bankers~~buildings. ~~that~~We isintend ~~expected~~to continue to ~~enhance~~grow our ~~presence~~multi-family inloan ~~all~~portfolio, ofwhile ~~our~~maintaining ~~market~~prudent ~~areas~~underwriting ~~and~~standards. ~~add~~In ~~strength~~addition to originating ~~our~~these ~~business~~loans, ~~platform~~we also participate in loans with other financial institutions.

~~Commercial~~We ~~lending~~originate ~~products~~a variety ~~include~~of ~~term~~adjustable-rate ~~loans~~multi-family ~~and~~real ~~revolving~~estate ~~lines of credit. Commercial~~ loans ~~and~~for ~~lines~~terms ofup ~~credit~~to ~~are made~~30 ~~with either variable or fixed rates of interest~~years. ~~Variable~~Interest rates ~~are~~and ~~based~~payments on ~~the~~our ~~prime~~ adjustable-rate asloans ~~published~~adjust inevery ~~The Wall Street Journal~~three, ~~plus~~five aor ~~margin.~~seven ~~Initial~~years ~~rates~~and ongenerally ~~fixed-rate~~are ~~business~~adjusted ~~loans~~to ~~are~~a ~~generally~~rate ~~based~~equal onto a percentage above the corresponding U.S. Treasury rate or Federal Home Loan Bank borrowing rate,. ~~plus~~Most aof ~~margin.~~our ~~Commercial~~adjustable-rate ~~business~~multi-family real estate loans ~~typically~~adjust ~~have~~every ~~shorter~~five ~~maturity~~years and amortize over terms ~~and~~of ~~higher~~20 ~~interest~~to ~~rates~~25 ~~than~~years. ~~commercial~~We ~~real~~also ~~estate~~include ~~loans,~~pre-payment ~~but~~penalties ~~may~~on ~~involve~~loans we ~~more~~originate. ~~credit~~Loan ~~risk~~amounts ~~because~~generally ofdo ~~the~~not ~~type~~exceed ~~and~~75% ~~nature~~to 80% of the ~~collateral.~~property’s Weappraised ~~are~~value ~~focusing~~at ~~our~~the ~~efforts~~time onthe ~~small-~~loan tois ~~medium-sized,~~originated. ~~privately-held~~Aggregate ~~companies~~debt ~~with~~service ~~local~~ratios, orincluding ~~regional~~the ~~businesses~~guarantor’s ~~that~~cash ~~operate~~flow inand ~~our~~the ~~market~~borrower’s ~~area~~other ~~and can~~projects, are by policy, ~~originate~~required ~~loans~~to have a minimum income to ~~one~~debt ~~borrower~~service upratio of 1.20x. We require most of our multi-family real estate loan borrowers to ~~$25~~submit annual financial statements and/or rent rolls on the subject property.0 ~~million,~~These ~~with~~properties may ~~exceptions~~also ~~greater~~be ~~than~~subject ~~$25.0~~to ~~million~~annual asinspections ~~approved~~with bypictures ~~the~~to ~~Bank’s~~support ~~Executive~~that ~~Committee~~appropriate ofmaintenance ~~the~~is ~~Board~~being ofperformed ~~Directors~~by the owner/borrower.

~~When~~If ~~making commercial loans,~~ we ~~consider~~foreclose ~~the~~on ~~financial~~a ~~statements~~multi-family ofreal ~~the~~estate ~~borrower~~loan, ~~our~~the ~~lending~~marketing ~~history~~and ~~with~~liquidation ~~the~~period ~~borrower,~~to convert the ~~debt~~real ~~service~~estate ~~capabilities~~asset ofto ~~the~~cash ~~borrower,~~can ~~the~~be ~~projected~~a ~~cash~~lengthy ~~flows~~process ofwith ~~the business~~substantial ~~and~~holding ~~the~~costs. ~~value~~In ofaddition, vacancies, ~~the~~deferred ~~collateral~~maintenance, ~~primarily~~repairs ~~real~~and ~~estate,~~market ~~accounts~~stigma ~~receivable,~~can ~~inventory~~result ~~and~~in ~~equipment.~~prospective ~~Depending~~buyers onexpecting ~~the~~sale ~~collateral~~price ~~used~~concessions to ~~secure~~offset ~~the~~their ~~loans,~~real ~~commercial~~or ~~loans~~perceived ~~are~~economic ~~made~~losses infor ~~amounts~~the oftime upit totakes ~~80%~~them ofto return the ~~value~~property ofto ~~the collateral~~profitability. ~~securing~~Depending on the ~~loan.~~individual ~~All~~circumstances, ofinitial ~~these~~charge-offs ~~loans~~and ~~are~~subsequent ~~secured~~losses byon ~~assets~~commercial ofreal ~~the~~estate ~~respective~~loans ~~borrowers~~can be unpredictable and substantial.

~~Home~~The ~~Equity~~average ~~Lines~~outstanding loan size in our multi-family real estate portfolio was $1.1 million as of ~~Credit~~December 31, 2013. We target individual commercial and multifamily real estate loans between $250,000 and $30.0 million to small and mid-size owner and investors in our market area and can, by policy, originate loans to one borrower up to $30.0 million, with exceptions greater than $30.0 million as approved by the Bank’s Executive Committee of the Board of Directors. We generally do not make multi-family real estate loans outside our primary market areas.

WeOur ~~offer~~largest ~~home equity lines of credit, which are secured by owner~~multi-~~occupied~~family ~~one-to~~real ~~four-family residences.~~estate Atrelationship at December 31, ~~2012,~~2013 ~~the~~totaled ~~outstanding balance owed on home equity lines of credit amounted to~~ $6017.98 million, orand ~~3.4%~~originated ofin ~~our total loan portfolio~~2013. ~~Home~~Our ~~equity~~next ~~lines~~largest ofmulti-family ~~credit~~borrowing ~~have~~relationship ~~adjustable~~at ~~rates~~December 31, of2013 ~~interest with ten-year draws~~was ~~amortized~~for ~~over~~ $15.1 ~~years~~million ~~that~~and ~~are indexed to~~ the ~~Prime~~third ~~Rate~~largest asmulti-family ~~published~~borrowing byrelationship ~~The~~was ~~Wall~~for ~~Street~~$14.9 ~~Journal on the last business day of the month~~million. ~~Our~~Each ~~home~~relationship ~~equity~~is ~~lines~~secured ~~either~~by ~~have a monthly variable interest rate or~~ an ~~interest~~apartment ~~rate that is fixed for five years and that adjusts in years six and 11~~building. WeAt ~~offer~~December 31, ~~home equity lines of credit with cumulative loan-to-value ratios generally up to 80%~~2013, ~~when~~all ~~taking into account both the balance~~ of ~~the~~these ~~home~~loans ~~equity~~were ~~loans~~performing ~~and~~in ~~first~~accordance ~~mortgage~~with ~~loan.~~their terms.

The procedures for underwriting home equity lines of credit include an assessment of the applicant’s payment history on other debts and ability to meet existing obligations and payments on the proposed loan. Although the applicant’s creditworthiness is a primary consideration, the underwriting process also includes a comparison of the value of the collateral to the proposed loan amount. The procedures for underwriting one-to four-family residential real estate loans apply equally to home equity loans.

Consumer Loans

We offer automobile loans, loans secured by passbook or certificate accounts and overdraft loans. At December 31, 2012, consumer loans were $7.1 million, or 0.4% of total loans. The procedures for underwriting consumer loans include an assessment of the applicant’s payment history on other debts and ability to meet

Construction Loans. Historically, we have invested a ~~existing~~significant ~~obligations~~portion of our loan portfolio in residential construction and ~~payments~~land onloans ~~the~~to ~~proposed~~professional ~~loan~~home builders and developers. ~~Although~~More ~~the~~recently, ~~applicant’s~~in ~~creditworthiness~~response isto aimprovement ~~primary~~in ~~consideration~~the housing market, ~~the~~our ~~underwriting~~construction ~~process~~lending increased in 2013. We also ~~includes~~originate aconstruction ~~comparison~~loans offor ~~the~~commercial ~~value of~~and ~~the~~multifamily ~~collateral,~~real ifestate. ~~any,~~Although well diversified with respect to price ranges and borrowers, our construction loans are significantly concentrated in the ~~proposed~~greater ~~loan~~Boston ~~amount.~~metropolitan area.

~~Loan~~At ~~Underwriting~~December 31, ~~Risks~~2013, construction loans were $208.8 million, or 9.1% of our total loan portfolio consisting of $58.7 million of one- to four-family residential and condominium construction loans, $888,000 of residential land or development loans, $135.2 million of commercial and multifamily real estate construction loans and $14.0 million of commercial land or land development loans. All of the one- to four-family construction loans and residential land or development loans at December 31, 2013 will convert to permanent loans upon completion of the construction phase.

~~Adjustable~~We primarily make construction loans for commercial development projects, including apartment buildings, small industrial buildings and retail and office buildings. We also originate adjustable loans to individuals and to builders to finance the construction of residential dwellings. Most of our construction loans are interest-~~Rate~~only loans that provide for the payment of only interest during the construction phase, which is usually up to 12 to 24 months, although some construction loans are renewed, generally for one or two additional years. At the end of the construction phase, the loan may convert to a permanent mortgage loan or the loan may be paid in full. Loans generally can be made with a maximum loan-to-value ratio of 80% of the appraised market value upon completion of the project. As appropriate to the underwriting, a “discounted cash flow analysis” is utilized. Before making a commitment to fund a construction loan, we require an appraisal of the property by an independent licensed appraiser. We also will generally require an inspection of the property before disbursement of funds during the term of the construction loan.

We also originate construction and site development loans to contractors and builders to finance the construction of single-family homes and subdivisions. While we ~~anticipate~~may ~~that~~originate ~~adjustable-rate~~these loans ~~will~~whether ~~better~~or ~~offset~~not the ~~adverse~~collateral ~~effects~~property ofunderlying anthe ~~increase~~loan is under contract for sale, we consider each project carefully in ~~interest~~light ~~rates~~of ascurrent ~~compared~~residential toreal ~~fixed-rate~~estate ~~mortgages,~~market anconditions. ~~increased~~We ~~monthly~~actively ~~mortgage~~monitor ~~payment~~the ~~required~~ number of ~~adjustable-rate~~unsold homes in our construction loan ~~borrowers~~portfolio inand alocal ~~rising~~housing ~~interest~~markets ~~rate~~to ~~environment~~attempt ~~could~~to ~~cause~~maintain an ~~increase~~appropriate inbalance ~~delinquencies~~between home sales and new ~~defaults.~~loan originations. The ~~marketability~~maximum number of ~~the~~speculative ~~underlying~~loans ~~property~~(loans ~~also~~that ~~may~~are benot ~~adversely~~pre-sold) ~~affected~~approved infor each builder is based on a ~~high~~combination ~~interest~~of ~~rate~~factors, ~~environment.~~including ~~In addition~~the financial capacity of the builder, ~~although~~the ~~adjustable-rate~~market ~~mortgage~~demand ~~loans~~for ~~make~~the ~~our~~finished product ~~asset~~and ~~base~~the ~~more~~ratio ~~responsive~~of sold to ~~changes~~unsold ininventory ~~interest~~the ~~rates,~~builder ~~the~~maintains. We ~~extent~~have ofattempted ~~this~~to ~~interest~~diversify ~~sensitivity~~the isrisk ~~limited~~associated with speculative construction lending by ~~the~~doing ~~annual~~business ~~and~~with ~~lifetime~~a ~~interest~~large ~~rate~~number ~~adjustment~~of ~~limits~~experienced onsmall ~~residential~~and ~~loans.~~mid-sized builders within our market area.

~~Commercial~~Residential ~~and~~real ~~Multi~~estate construction loans include single-~~Family~~family ~~Real~~tract ~~Estate~~construction loans ~~Loans~~for the construction of entry level residential homes. The maximum loan-to-value limit applicable to these loans is generally 75% to 80% of the appraised market value upon completion of the project. Development plans are required from builders prior to making the loan. Our loan officers are required to personally visit the proposed site of the development and the sites of competing developments. We require that builders maintain adequate insurance coverage. While maturity dates for residential construction loans are largely a function of the estimated construction period of the project, and generally do not exceed one year, land development loans generally are for 18 to 24 months. Substantially all of our residential construction loans have adjustable rates of interest based on U.S. Treasury rates, Federal Home Loan Bank rates or The Wall Street Journal prime rate. Construction loan proceeds are disbursed periodically in increments as construction progresses and as inspection by our approved inspectors warrant.

~~Loans~~We ~~secured~~regularly bymonitor ~~commercial~~the ~~and~~construction ~~multi-family real estate generally have larger balances~~ and ~~involve a greater degree of~~ ~~risk~~land ~~than~~loan ~~one-to~~portfolios ~~four-family residential mortgage loans. Of primary concern in commercial~~ and ~~multi-family real estate lending is~~ the ~~borrower’s~~economic ~~creditworthiness~~conditions and ~~the~~housing ~~feasibility~~inventory ~~and~~in ~~cash~~each ~~flow potential~~ of ~~the~~our ~~project.~~markets ~~Payments on loans secured by income properties often depend on successful operation~~ and ~~management~~increase ofor ~~the~~decrease ~~properties.~~this Astype ~~a result, repayment~~ of ~~such~~lending ~~loans~~as ~~may~~we beobserve ~~subject~~market toconditions achange. Housing ~~greater~~markets ~~extent than residential real estate loans, to adverse conditions~~ in the ~~real~~greater ~~estate market~~Boston ormetropolitan ~~the~~area significantly ~~economy.~~deteriorated Tobeginning ~~monitor~~in ~~cash~~2008 ~~flows on income properties, we require borrowers~~ and ~~loan~~our ~~guarantors,~~origination ifof ~~any,~~new toconstruction ~~provide annual financial statements on commercial and multi-family real estate~~ loans. Indeclined ~~reaching~~sharply aas ~~decision on whether to make~~ a ~~commercial~~ orresult; ~~multi-family real estate loan~~however, weour ~~consider~~level ~~and review a global cash flow analysis~~ of ~~the~~construction ~~borrower~~lending ~~and~~has ~~consider~~increased ~~the~~since ~~net~~then ~~operating~~as ~~income~~housing ofmarkets ~~the~~have ~~property, the borrower’s expertise, credit history and profitability and the value of the underlying property~~improved. We ~~have~~believe ~~generally required~~ that the underwriting ~~properties~~policies ~~securing~~and ~~these~~internal ~~real~~monitoring ~~estate~~systems ~~loans~~we have ~~debt~~in ~~service~~place ~~coverage~~have ~~ratios~~helped ~~(the ratio of earnings before debt service~~ to ~~debt~~mitigate ~~service)~~some of ~~at least 1.20x. An environmental phase one report is obtained when~~ the possibility exists that hazardous materials may have existed on the site, or the site may have been impacted by adjoining properties that handled hazardous materials. Land loans secured by improved lots generally involve greater risks ~~than~~inherent ~~residential~~in ~~mortgage~~construction ~~lending~~and ~~because~~ land ~~loans~~lending; ~~are~~however, ~~more~~weak ~~difficult~~housing tomarket ~~evaluate.~~conditions Ifnonetheless ~~the~~resulted ~~estimate of value proves to be inaccurate,~~ in ~~the event of default and foreclosure, we may be confronted with a property the value of which is~~material ~~insufficient to assure full payment.~~

Construction Loans

Our construction loans are based upon estimates of costs and values associated with the completed project. Construction lending involves additional risks when compared with permanent residential lending because funds are advanced upon the security of the project, which is of uncertain value prior to its completion. Because of the uncertainties inherent in estimating construction costs, as well as the market value of the completed project and the effects of governmental regulation of real property, it is relatively difficult to evaluate accurately the total funds required to complete a project and the related loan-to-value ratio. This type of lending also typically involves higher loan principal amounts and is often concentrated with a small number of builders. In addition, generally during the term of a construction loan, interest may be funded by the borrower or disbursed from an interest reserve set aside from the construction loan budget. These loans often involve the disbursement of substantial funds with repayment substantially dependent on the success of the ultimate project and the ability of the borrower to sell or lease the property or obtain permanent take-out financing, rather than the ability of the borrower or guarantor to repay principal and interest. If our appraisal of the value of a completed project proves to be overstated, we may have inadequate security for the repayment of the loan upon completion of construction of the project and may incur a loss. A discounted cash flow analysis is utilized for determining the value of any construction project of five or more units. Our ability to continue to originate a significant amount of construction loans is dependent on the strength of the housing market in our market areas.

~~Commercial~~ delinquencies ~~Business~~and ~~Loans~~charge-offs in our construction loan portfolio prior to 2010. We have focused on reducing the amount of non-accrual construction loans and we have made substantial progress in this regard, as reflected in the decline in non-accrual construction loans to $11.3 million at December 31, 2013 from $22.4 million at December 31, 2011.

~~Unlike~~The ~~residential~~composition ~~mortgage loans, which generally are made on the basis~~ of ~~the~~our ~~borrower’s~~construction ~~ability to make repayment from his or her employment or other income,~~ and ~~which~~land ~~are~~portfolio ~~secured~~at ~~by real property whose value tends to be more easily ascertainable~~December 31, ~~commercial~~2013 business loans are of higher risk and typically are made on the basis of the borrower’s ability to make repayment from the cash flow of the borrower’s business and the collateral securing these loans may fluctuate in value. Our commercial business loans are originated primarily based on the identified cash flow of the borrower and secondarily on the underlying collateral provided by the borrower. Most often, this collateral consists of real estate, accounts receivable, inventory or equipment. Credit support provided by the borrower for most of these loans and the probability of repayment is ~~based~~as ~~on the liquidation of the pledged collateral and enforcement of a personal guarantee, if any~~follows. As a result, the availability of funds for the repayment of commercial business loans may depend substantially on the success of the business itself. Further, any collateral securing such loans may depreciate over time, may be difficult to appraise and may fluctuate in value.

Consumer Loans


	At December 31, 2013
	Amount		Percent
	(Dollars in thousands)
Condominium	$	11,213		5.4	%
One- to four-family residential real estate		47,451		22.7
Apartment		81,764		39.2
Commercial real estate		24,879		11.9
Mixed use		8,091		3.9
Retail		3,549		1.7
Office building		6,503		3.1
Land		14,912		7.1
Other		10,437		5.0

	$	208,799		100.0	%

~~Consumer~~Commercial ~~loans~~Business ~~may~~Loans. ~~entail~~We ~~greater risk~~make ~~than~~commercial ~~residential~~business ~~mortgage~~ loans, ~~particularly~~primarily in our ~~the~~market ~~case~~area ofto ~~consumer~~a ~~loans~~variety ~~that~~of ~~are~~professionals, ~~unsecured~~sole orproprietorships, ~~secured~~nonprofit byorganizations ~~assets~~and ~~that~~small ~~depreciate~~businesses. ~~rapidly~~At December 31, ~~such~~2013, ascommercial ~~motor~~business ~~vehicles~~loans were $247.0 ~~Repossessed~~million, ~~collateral~~or ~~for~~10.8% aof ~~defaulted~~our ~~consumer~~total loan ~~may~~portfolio, ~~not~~and ~~provide~~we anintend to ~~adequate~~increase ~~source~~the amount of ~~repayment~~commercial ~~for~~business ~~the~~loans ~~outstanding~~that ~~loan~~we ~~and~~originate. aA ~~small~~portion ~~remaining~~of ~~deficiency~~our ~~often~~commercial ~~does~~business ~~not~~loans ~~warrant~~is ~~further~~also ~~substantial~~secured ~~collection~~by ~~efforts~~owner-occupied ~~against~~commercial ~~the~~real ~~borrower~~estate. ~~Consumer~~However, ~~loan~~the ~~collections~~primary ~~depend~~source onof ~~the~~repayment ~~borrower’s~~for ~~continuing~~all ~~financial~~of our commercial business ~~stability,~~loans ~~and~~is ~~therefore~~income ~~are~~from ~~likely~~the tounderlying bebusiness. ~~adversely~~In ~~affected~~the bythird ~~various~~quarter ~~factors~~of 2011, ~~including~~we ~~job~~significantly ~~loss,~~expanded ~~divorce,~~our ~~illness~~commercial orbusiness ~~personal~~lending ~~bankruptcy.~~platform ~~Furthermore,~~with the ~~application~~establishment of ~~various~~a ~~federal~~new corporate banking division comprised of a veteran team of bankers and related ~~state~~underwriting ~~laws,~~personnel ~~including~~that ~~federal~~enhanced our presence in all of our market areas and ~~state~~strengthened ~~bankruptcy~~our business product offerings and ~~insolvency~~ ~~laws~~cash management expertise. As part of our relationship driven focus, ~~may~~we ~~limit~~require ~~the~~many ~~amount~~of ~~that~~our ~~can~~commercial bebusiness borrowers ~~recovered~~to onmaintain ~~such~~their ~~loans~~primary deposit accounts with us, which enhances our interest rate spread and overall profitability.

~~Loan~~A ~~Originations,~~significant ~~Purchase~~portion of our commercial business loans consists of our direct purchase of tax-exempt bonds issued by non-profit organizations (primarily educational and ~~Sales~~health organizations) and manufacturers through programs sponsored by the Commonwealth of Massachusetts and the states of Maine and New Hampshire. We underwrite these bonds in substantially the same manner as our other commercial business loans. At December 31, 2013, tax exempt bonds included in our commercial business loan portfolio were $140.1 million, or 56.7% of our total commercial business loans at that date.

~~Loan~~Commercial ~~originations~~lending ~~come~~products ~~from~~include aterm ~~variety~~loans and revolving lines of ~~sources~~credit. ~~The~~Commercial ~~primary~~loans ~~sources~~and lines of ~~loan~~credit ~~originations~~are made with either variable or fixed rates of interest. Variable rates are ~~current~~based on the ~~customers,~~prime ~~walk-~~rate as published in ~~traffic~~The Wall Street Journal, ~~our~~plus ~~website~~a margin. Initial rates on fixed-rate business loans are generally based on a corresponding U.S. Treasury or Federal Home Loan Bank rate, ~~advertising~~plus a margin. Commercial business loans typically have shorter maturity terms and ~~referrals~~higher ~~from~~interest ~~customers~~rates asthan ~~well~~commercial asreal ~~our~~estate ~~directors~~loans, ~~trustees~~but may involve more credit risk because of the type and ~~corporates~~nature of the collateral. We ~~advertise~~are infocusing ~~newspapers~~our ~~that~~efforts ~~are~~on ~~widely~~small- ~~circulated~~to ~~throughout~~medium-sized, privately-held companies with local or regional businesses and non-profit entities that operate in our market area and oncan, ~~local~~by ~~radio.~~policy, Weoriginate ~~also participate~~loans into ~~loans~~one ~~with~~borrower ~~others~~up to ~~supplement~~$30.0 ~~our~~million, ~~origination~~with ~~efforts~~exceptions greater than $30.0 Wemillion ~~generally~~as doapproved ~~not~~by ~~purchase~~the Bank’s ~~whole~~Executive ~~loans~~Committee of the Board of Directors.

WeWhen ~~generally~~making ~~originate~~commercial loans ~~for our portfolio; however~~, we ~~generally~~consider ~~agree~~the financial tostatements ~~sell~~of to the ~~secondary market newly originated conforming fixed-rate~~borrower, ~~16-~~our tolending ~~30-year~~history ~~one-to~~with ~~four-family residential real estate loans. Our decision to sell loans is based on prevailing market interest rate conditions and interest rate risk management. We sell residential real estate loans in~~ the ~~secondary market~~borrower, ~~primarily~~the ~~with~~debt ~~servicing~~service ~~released.~~capabilities Weof ~~also~~the ~~sell loans to Fannie Mae~~borrower, the ~~Federal~~projected ~~Home~~cash ~~Loan~~flows ~~Bank~~of ~~Mortgage~~the ~~Partnership~~business ~~Finance Program~~ and ~~other investors with servicing retained. In addition, we sell participation interests in commercial real estate loans to local financial institutions, primarily on~~ the ~~portion~~value of ~~loans exceeding our borrowing limits, or as is prudent in concert with recognition of credit risk. For~~ the ~~years ended December 31~~collateral, ~~2012~~primarily ~~and December 31, 2011, we originated $191.6 million and $97.6 million of residential~~ real estate, ~~loans~~accounts ~~for sale~~receivable, inventory ~~respectively,~~ and ~~sold $183~~equipment.0 ~~million~~Depending ~~and~~on ~~$106.4~~the ~~million of loans, respectively. At December 31, 2012, we were servicing $174.3 million of residential real estate loans for others.~~

Loan Approval Procedures and Authority

Our lending activities follow written, non-discriminatory, underwriting standards and loan origination procedures established by the Bank’s Board of Directors and management. The Bank’s Board of Directors has granted loan approval authority to certain officers up to prescribed limits, depending on the officer’s experience, the type of loan and whether the loan is secured or unsecured. Loans below $1.0 million require approval by members of senior management. Loans from $1.0 million up to $2.0 million require approval by management’s loan committee. Loans in excess of $2.0 million generally must be authorized by the Bank’s Executive Committee of the Board of Directors.

collateral used to secure the loans, commercial loans are made in amounts of up to 80% of the value of the collateral securing the loan. All of these loans are secured by assets of the respective borrowers.

Home Equity Lines of Credit. We offer home equity lines of credit, which are secured by owner-occupied one- to four-family residences. At December 31, 2013, the outstanding balance owed on home equity lines of credit amounted to $54.5 million, or 2.4% of our total loan portfolio. Home equity lines of credit have adjustable rates of interest with ten-year draws and terms of 15 years that are indexed to the Prime Rate as published by The Wall Street Journal on the last business day of the month. Our home equity lines either have a monthly variable interest rate or an interest rate that is fixed for five years and that adjusts in years six and 11. We offer home equity lines of credit with cumulative loan-to-value ratios generally up to 80%, when taking into account both the balance of the home equity loans and first mortgage loan.

The procedures for underwriting home equity lines of credit include an assessment of the applicant’s payment history on other debts and ability to meet existing obligations and payments on the proposed loan. Although the applicant’s creditworthiness is a primary consideration, the underwriting process also includes a comparison of the value of the collateral to the proposed loan amount. The procedures for underwriting one- to four-family residential real estate loans apply equally to home equity loans.

Consumer Loans. We offer automobile loans, loans secured by passbook or certificate accounts and overdraft loans. At December 31, 2013, consumer loans were $7.2 million, or 0.3% of total loans. The procedures for underwriting consumer loans include an assessment of the applicant’s payment history on other debts and ability to meet existing obligations and payments on the proposed loan. Although the applicant’s creditworthiness is a primary consideration, the underwriting process also includes a comparison of the value of the collateral, if any, to the proposed loan amount.

Loan Underwriting Risks

Adjustable-Rate Loans. While we anticipate that adjustable-rate loans will better offset the adverse effects of an increase in interest rates as compared to fixed-rate mortgage loans, an increased monthly mortgage payment required of adjustable-rate loan borrowers in a rising interest rate environment could cause an increase in delinquencies and defaults. The marketability of the underlying property also may be adversely affected in a high interest rate environment. In addition, although adjustable-rate mortgage loans make our asset base more responsive to changes in interest rates, the extent of this interest sensitivity is limited by the annual and lifetime interest rate adjustment limits on residential loans.

Commercial and Multi-Family Real Estate Loans. Loans secured by commercial and multi-family real estate generally have larger balances and involve a greater degree of risk than one- to four-family residential mortgage loans. Of primary concern in commercial and multi-family real estate lending is the borrower’s creditworthiness and the feasibility and cash flow potential of the project. Payments on loans secured by income properties often depend on successful operation and management of the properties. As a result, repayment of such loans may be subject to a greater extent than residential real estate loans, to adverse conditions in the real estate market or the economy. To monitor cash flows on income properties, we require borrowers and loan guarantors, if any, to provide annual financial statements on commercial and multi-family real estate loans. In reaching a decision on whether to make a commercial or multi-family real estate loan, we consider and review a global cash flow analysis of the borrower and consider the net operating income of the property, the borrower’s expertise, credit history and profitability and the value of the underlying property. We have generally required that the properties securing these real estate loans have debt service coverage ratios (the ratio of earnings before debt service to debt service) of at least 1.20x. An environmental phase one report is obtained when the possibility exists that hazardous materials may have existed on the site, or the site may have been impacted by adjoining properties that handled hazardous materials. Land loans secured by improved lots generally involve greater risks than residential mortgage lending because land loans are more difficult to evaluate. If the estimate of value proves to be inaccurate, in the event of default and foreclosure, we may be confronted with a property the value of which is insufficient to assure full payment.

Construction Loans. Our construction loans are based upon estimates of costs and values associated with the completed project. Underwriting is focused on the borrowers’ financial strength, credit history and

demonstrated ability to produce a quality product and effectively market and manage their operations. All speculative construction loans must be approved by senior loan officers.

Construction lending involves additional risks when compared with permanent residential lending because funds are advanced upon the security of the project, which is of uncertain value prior to its completion. Because of the uncertainties inherent in estimating construction costs, as well as the market value of the completed project and the effects of governmental regulation of real property, it is relatively difficult to evaluate accurately the total funds required to complete a project and the related loan-to-value ratio. This type of lending also typically involves higher loan principal amounts and is often concentrated with a small number of builders. In addition, generally during the term of a construction loan, interest may be funded by the borrower or disbursed from an interest reserve set aside from the construction loan budget. These loans often involve the disbursement of substantial funds with repayment substantially dependent on the success of the ultimate project and the ability of the borrower to sell or lease the property or obtain permanent take-out financing, rather than the ability of the borrower or guarantor to repay principal and interest. If our appraisal of the value of a completed project proves to be overstated, we may have inadequate security for the repayment of the loan upon completion of construction of the project and may incur a loss. A discounted cash flow analysis is utilized for determining the value of any construction project of five or more units. Our ability to continue to originate a significant amount of construction loans is dependent on the strength of the housing market in our market areas.

Commercial Business Loans. Unlike residential mortgage loans, which generally are made on the basis of the borrower’s ability to make repayment from his or her employment or other income, and which are secured by real property whose value tends to be more easily ascertainable, commercial business loans are of higher risk and typically are made on the basis of the borrower’s ability to make repayment from the cash flow of the borrower’s business and the collateral securing these loans may fluctuate in value. Our commercial business loans are originated primarily based on the identified cash flow of the borrower and secondarily on the underlying collateral provided by the borrower. Most often, this collateral consists of real estate, accounts receivable, inventory or equipment. Credit support provided by the borrower for most of these loans and the probability of repayment is based on the liquidation of the pledged collateral and enforcement of a personal guarantee, if any. As a result, the availability of funds for the repayment of commercial business loans may depend substantially on the success of the business itself. Further, any collateral securing such loans may depreciate over time, may be difficult to appraise and may fluctuate in value.

Consumer Loans. Consumer loans may entail greater risk than residential mortgage loans, particularly in the case of consumer loans that are unsecured or secured by assets that depreciate rapidly, such as motor vehicles. Repossessed collateral for a defaulted consumer loan may not provide an adequate source of repayment for the outstanding loan and a small remaining deficiency often does not warrant further substantial collection efforts against the borrower. Consumer loan collections depend on the borrower’s continuing financial stability, and therefore are likely to be adversely affected by various factors, including job loss, divorce, illness or personal bankruptcy. Furthermore, the application of various federal and state laws, including federal and state bankruptcy and insolvency laws, may limit the amount that can be recovered on such loans.

Loan Originations, Purchase and Sales

Loan originations come from a variety of sources. The primary sources of loan originations are current customers, business development by our relationship managers, walk-in traffic, our website, advertising and referrals from customers as well as our directors, trustees and corporators, business owners, investors, entrepreneurs, builders, realtors, existing customers and other professional third parties, including brokers. Loan originations are further supported by lending services offered through our internet website, direct mail, cross-selling, and employees’ community service. We also advertise in newspapers that are widely circulated throughout our market area and on local radio and television. We also participate in loans with others to supplement our origination efforts. We generally do not purchase whole loans.

We generally originate loans for our portfolio; however, we generally agree to sell to the secondary market newly originated conforming fixed-rate, 16- to 30-year one- to four-family residential real estate loans. Our decision to sell loans is based on prevailing market interest rate conditions and interest rate risk management. We

sell residential real estate loans in the secondary market, primarily with servicing released. We also sell loans to Fannie Mae, the Federal Home Loan Bank Mortgage Partnership Finance Program and other investors with servicing retained. In addition, we sell participation interests in commercial real estate loans to local financial institutions, primarily on the portion of loans exceeding our borrowing limits, or as is prudent in concert with recognition of credit risk. For the years ended December 31, 2013 and 2012, we originated $108.0 million and $191.6 million of residential real estate loans for sale, respectively, and sold $119.9 million and $183.0 million of loans, respectively. At December 31, 2013, we were servicing $163.4 million of residential real estate loans for others.

Loan Approval Procedures and Authority

Our lending activities follow written, non-discriminatory, underwriting standards and loan origination procedures established by the Bank’s Board of Directors and management. The Bank’s Board of Directors has granted loan approval authority to certain officers up to prescribed limits, depending on the officer’s experience, the type of loan and whether the loan is secured or unsecured. Loans below $1.0 million require approval by members of senior management. Loans from $1.0 million up to $2.5 million require approval by management’s loan committee. Loans in excess of $2.5 million generally must be authorized by the Bank’s Executive Committee of the Board of Directors. Exceptions are fully disclosed to the approving authority, either an individual officer or the appropriate management or board committee prior to commitment. Exceptions are reported to the Board of Directors monthly.

Loans-to-One Borrower Limit and Loan Category Concentration

The maximum amount that we may lend to one borrower and the borrower’s related entities is generally limited, by statute, to 20% of our capital, which is defined under Massachusetts law as the sum of our capital stock, surplus account and undivided profits. At December 31, ~~2012~~2013, our regulatory limit on loans-to-one borrower was $4047.17 million. At that date, our largest lending relationship consisted of one loan for $2542.20 million and was secured by commercial real estate. This loan was performing in accordance with its original repayment terms at December 31, ~~2012~~2013.

Loan Commitments

We issue commitments for fixed- and adjustable-rate mortgage loans conditioned upon the occurrence of certain events. Commitments to originate mortgage loans are legally binding agreements to lend to our customers. Generally, our loan commitments expire after 60 days.

Investment Activities

We have legal authority to invest in various types of liquid assets, including U.S. Treasury obligations, securities of various government-sponsored enterprises, residential mortgage-backed securities and municipal governments, deposits at the Federal Home Loan Bank of Boston, certificates of deposit of federally insured institutions, investment grade corporate bonds and investment grade marketable equity securities, including common stock and money market mutual funds. Our equity securities generally pay dividends. We also are required to maintain an investment in Federal Home Loan Bank of Boston stock, which investment is based on the level of our FHLB borrowings. While we have the authority under applicable law to invest in derivative securities, we had no investments in derivative securities at December 31, ~~2012~~2013.

At December 31, ~~2012~~2013, our investment portfolio consisted primarily of corporate bonds, municipal bonds, investment-grade marketable equity securities, money market mutual fund investments, short-term obligations of government-sponsored enterprises and mortgage-backed securities.

Our investment objectives are to provide and maintain liquidity, to establish an acceptable level of interest rate and credit risk, to provide a use of funds when demand for loans is weak and to generate a favorable return. Our Board of Directors has the overall responsibility for the investment portfolio, including approval of our investment policy. The Executive Committee of the Board of Directors and management are responsible for implementation of the investment policy and monitoring our investment performance. Our Executive Committee reviews the status of our investment portfolio monthly.

~~Each~~13 reporting period, the Company evaluates all securities with a decline in fair value below the amortized cost of the investment to determine whether or not the impairment is deemed to be other-than-temporary (“OTTI”). OTTI is required to be recognized if (1) the Company intends to sell the security; (2) it is “more likely than not” that the Company will be required to sell the security before recovery of its amortized cost basis; or (3) for debt securities, the present value of expected cash flows is not sufficient to recover the entire amortized cost basis. Marketable equity securities are evaluated for OTTI based on the severity and duration of the impairment and, if deemed to be other than temporary, the declines in fair value are reflected in earnings as realized losses. For impaired debt securities that the Company intends to sell, or more likely than not will be required to sell, the full amount of the depreciation is recognized as OTTI through earnings. For all other impaired debt securities, credit-related OTTI is recognized through earnings and non-credit related OTTI is recognized in other comprehensive income/loss, net of applicable taxes.

Deposit Activities and Other Sources of Funds

General

Deposits, borrowings and loan repayments are the major sources of our funds for lending and other investment purposes. Scheduled loan repayments are a relatively stable source of funds, while deposit inflows and outflows and loan prepayments are significantly influenced by general interest rates and market conditions.

~~Deposit~~Each ~~Accounts~~reporting period, we evaluate all securities with a decline in fair value below the amortized cost of the investment to determine whether or not the impairment is deemed to be other-than-temporary (“OTTI”). OTTI is required to be recognized if (1) we intend to sell the security; (2) it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis; or (3) for debt securities, the present value of expected cash flows is not sufficient to recover the entire amortized cost basis. Marketable equity securities are evaluated for OTTI based on the severity and duration of the impairment and, if deemed to be other than temporary, the declines in fair value are reflected in earnings as realized losses. For impaired debt securities that we intend to sell, or more likely than not will be required to sell, the full amount of the depreciation is recognized as OTTI through earnings. For all other impaired debt securities, credit-related OTTI is recognized through earnings and non-credit related OTTI is recognized in other comprehensive income/loss, net of applicable taxes.

~~The~~Deposit ~~substantial~~Activities ~~majority of our depositors reside in our market area. Deposits are attracted by advertising~~ and ~~through our~~Other ~~website,~~Sources ~~primarily from within our market area through the offering~~ of ~~a broad selection of deposit instruments, including non-interest-bearing demand deposits (such as checking accounts), interest-bearing demand accounts (such as NOW and money~~ ~~market~~Funds accounts), savings accounts and certificates of deposit. In addition to accounts for individuals, we also offer several commercial checking accounts designed for the businesses operating in our market area.

General. Deposits, borrowings and loan repayments are the major sources of our funds for lending and other investment purposes. Scheduled loan repayments are a relatively stable source of funds, while deposit inflows and outflows and loan prepayments are significantly influenced by general interest rates and market conditions.

Deposit Accounts. The substantial majority of our depositors reside in our market area. Deposits are attracted by advertising and through our website, primarily from within our market area through the offering of a broad selection of deposit instruments, including non-interest-bearing demand deposits (such as checking accounts), interest-bearing demand accounts (such as NOW and money market accounts), savings accounts and certificates of deposit. In addition to accounts for individuals, we also offer several commercial checking accounts designed for the businesses operating in our market area.

Deposit account terms vary according to the minimum balance required, the time period that funds must remain on deposit, and the interest rate, among other factors. In determining the terms of our deposit accounts, we consider the rates offered by our competition, our liquidity needs, profitability, and customer preferences and concerns. We generally review our deposit mix and pricing on a weekly basis. Our deposit pricing strategy has generally been to offer competitive rates and to periodically offer special rates in order to attract deposits of a specific type or term.

Borrowings. We may utilize advances from the Federal Home Loan Bank of Boston to supplement our supply of investable funds. The Federal Home Loan Bank functions as a central reserve bank providing credit for its member financial institutions. As a member, we are required to own capital stock in the Federal Home Loan Bank and are authorized to apply for advances on the security of such stock and certain of our whole first mortgage loans and other assets (principally securities which are obligations of, or guaranteed by, the United States), provided certain standards related to creditworthiness have been met. Advances are made under several different programs, each having its own interest rate and range of maturities. Depending on the program, limitations on the amount of advances are based either on a fixed percentage of an institution’s net worth or on the Federal Home Loan Bank’s assessment of the institution’s creditworthiness. As of December 31, 2013, we had $240.1 million of available borrowing capacity with the Federal Home Loan Bank of Boston, including an available line of credit of $9.4 million at an interest rate that adjusts daily. All of our borrowings from the Federal Home Loan Bank are secured by investment securities and qualified collateral, including one- to four-family loans and multi-family and commercial real estate loans held in the Bank’s portfolio.

We may utilize advances from the Federal Home Loan Bank of Boston to supplement our supply of investable funds. The Federal Home Loan Bank functions as a central reserve bank providing credit for its member financial institutions. As a member, we are required to own capital stock in the Federal Home Loan Bank and are authorized to apply for advances on the security of such stock and certain of our whole first mortgage loans and other assets (principally securities which are obligations of, or guaranteed by, the United States), provided certain standards related to creditworthiness have been met. Advances are made under several different programs, each having its own interest rate and range of maturities. Depending on the program, limitations on the amount of advances are based either on a fixed percentage of an institution’s net worth or on the Federal Home Loan Bank’s assessment of the institution’s creditworthiness. As of December 31, 2012, we had $69.3 million of available borrowing capacity with the Federal Home Loan Bank of Boston, including an available line of credit of $9.4 million at an interest rate that adjusts daily. All of our borrowings from the Federal Home Loan Bank are secured by a blanket lien on qualified collateral, including certain investment securities and first mortgage loans on owner-occupied residential property held in the Bank’s portfolio.

Financial Services

We offer customers a range of non-deposit financial products, including mutual funds, annuities, stocks and bonds which are offered and cleared by a third-party broker-dealer. We receive a portion of the commissions generated by ~~our~~ sales to our customers. We also offer customers long-term care insurance through a third-party insurance company, which generates commissions for us. Our non-deposit financial products generated $~~432~~336,000, $~~198~~432,000 and $~~302~~198,000 of non-interest income during the years ended December 31, ~~2012~~2013, ~~2011~~2012 and ~~2010~~2011, respectively.

Personnel

As of December 31, ~~2012~~2013, we had ~~348~~369 full-time and 8586 part-time employees, none of whom is represented by a collective bargaining unit. We believe our working relationship with our employees is excellent.

Subsidiaries and Affiliates

In addition to the Bank, the Company has another wholly-owned subsidiary, Meridian Interstate Funding Corporation, a Massachusetts corporation established in 2008 to loan funds to the Company’s Employee Stock Ownership Plan ~~(“ESOP”)~~ to purchase stock in our initial public offering. At December 31, ~~2012~~2013, Meridian Interstate Funding Corporation had total assets of $10.02 million and total equity of $910.80 million.

The Company previously owned a 43% share in Hampshire First Bank, a New Hampshire chartered bank, organized and headquartered in Manchester, New Hampshire, which was accounted for using the equity method. OnIn ~~November 16~~2012, ~~2011,~~ Hampshire First Bank ~~entered~~was ~~into~~acquired anby ~~Agreement~~NBT Bancorp, Inc. and ~~Plan~~NBT Bank, N.A., with the Company recognizing a pre-tax gain of $4.8 million and ~~Merger~~receiving ~~with~~$6.6 ~~NBTB~~million of cash and 547,481 shares of NBT ~~Bank~~Bancorp, NInc.A common stock totaling $11.1 ~~which~~million ~~was~~as ~~completed~~proceeds onfrom ~~June 8~~the sale. We subsequently sold the shares of NBT Bancorp, Inc. common stock from July 2012, ~~with~~to ~~the~~September ~~Company~~2013 ~~recognizing~~at aan ~~pre-tax~~average price of $22.28 per share, for a gain on sale of $1.1 million.

12The Bank’s subsidiaries include Prospect, Inc., which engages in securities transactions on its own behalf, EBOSCO, LLC and Berkley River Bend Estates, LLC, both of which hold foreclosed real estate; and East Boston Investment Services, Inc. which is authorized for third-party investment sales and is currently inactive.

~~Table~~Supervision ofand ~~Contents~~Regulation

$4.8 million and receiving $6.6 million of cash and 547,481 NBTB shares totaling $11.1 million as proceeds from the sale.

The Bank’s subsidiaries include Prospect, Inc., which engages in securities transactions on its own behalf, EBOSCO, LLC and Berkeley Riverbend Estates, LLC, both of which hold foreclosed real estate; and East Boston Investment Services, Inc. which is authorized for third-party investment sales and is currently inactive.

Regulation and Supervision

General

The Bank is ~~currently~~ a Massachusetts-charted stock savings bank~~, and is the wholly-owned subsidiary of the Company, a Massachusetts corporation and registered bank holding company, which is a 59~~.5% ~~owned subsidiary of Meridian, a Massachusetts mutual holding company and registered bank holding company.~~ The Bank’s deposits are insured up to applicable limits by the ~~FDIC~~Federal Deposit Insurance Corporation and by the Depositors Insurance Fund for amounts in excess of the ~~FDIC~~Federal Deposit Insurance Corporation insurance limits. The Bank is subject to extensive regulation by the Massachusetts Commissioner of Banks, as its chartering agency, and by the ~~FDIC~~Federal Deposit Insurance Corporation, as its deposit insurer. The Bank is required to file reports with, and is periodically examined by, the ~~FDIC~~Federal Deposit Insurance Corporation and the Massachusetts Commissioner of Banks concerning its activities and financial condition and must obtain regulatory approvals prior to entering into certain transactions, including, but not limited to, mergers with or acquisitions of other financial institutions. The Bank is a member of the Federal Home Loan Bank of Boston. ~~The Company and Meridian are regulated as bank holding companies by the Federal Reserve Board and the Massachusetts Commissioner of Banks.~~

The regulation and supervision of the Bank establish a comprehensive framework of activities in which an institution can engage and is intended primarily for the protection of depositors and borrowers and, for purposes of the ~~FDIC~~Federal Deposit Insurance Corporation, the protection of the insurance fund. The regulatory structure also gives the regulatory authorities extensive discretion in connection with their supervisory and enforcement activities and examination policies, including policies with respect to the classification of assets and the establishment of adequate loan loss reserves for regulatory purposes. Any change in such regulatory requirements and policies, whether by the applicable state legislature, the FDIC or Congress, could have a material adverse impact on Meridian, the Company or the Bank and their operations.

~~The~~As ~~Dodd-Frank~~bank ~~Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) made extensive changes in the regulation of depository institutions and their~~ holding companies., ~~Certain provisions of~~ the ~~Dodd-Frank~~Company ~~Act~~and ~~have~~Meridian ~~had~~are arequired ~~near~~to ~~term~~comply ~~impact~~with on the ~~Bank~~rules and ~~the~~regulations ~~Company. For example, the Dodd-Frank Act created a new Consumer Financial Protection Bureau as an independent bureau~~ of the Federal Reserve Board. OnThey ~~July 21,~~are ~~2011,~~required ~~the~~to ~~Consumer~~file ~~Financial~~certain ~~Protection~~reports ~~Bureau~~with ~~assumed responsibility for~~ the ~~implementation~~Federal ofReserve ~~the~~Board ~~federal financial consumer protection~~ and ~~fair~~are ~~lending~~subject ~~laws and regulations, a function currently assigned~~ to ~~prudential~~examination ~~regulators,~~by and ~~will~~the ~~have~~enforcement authority ~~to impose new requirements. However, institutions~~ of ~~less than $10 billion in assets, such as~~ the ~~Bank,~~Federal ~~will~~Reserve ~~continue~~Board. toThe beCompany ~~examined~~is ~~for~~also ~~compliance with consumer protection and fair lending laws and regulations by, and be~~ subject to the ~~enforcement~~rules ~~authority~~and regulations of, ~~their prudential regulator, although~~ the Securities ~~Consumer Financial Protection Bureau will have back-up authority to examine~~ and ~~enforce~~Exchange ~~consumer protection~~Commission ~~laws~~under ~~against~~the ~~all~~federal ~~institutions,~~securities ~~including institutions with less than $10 billion in assets~~laws.

~~In addition~~The toDodd-Frank ~~creating~~Wall ~~the~~Street Reform and Consumer ~~Financial~~ Protection ~~Bureau,~~Act of 2010 (the “Dodd-Frank Act,”) ~~among~~made ~~other~~extensive ~~things, directs~~ changes in the ~~way~~regulation ~~that institutions are assessed for deposit insurance, mandates the imposition~~ of ~~tougher~~depository ~~consolidated~~institutions ~~capital requirements~~and ontheir holding companies,. ~~requires~~The ~~the~~Dodd-Frank ~~issuance~~Act ofcreated ~~regulations~~a ~~requiring~~new ~~originators~~Consumer ofFinancial ~~securitized~~Protection ~~loans~~Bureau toas ~~retain~~an aindependent bureau ~~percentage~~ of the ~~risk~~Federal ~~for~~Reserve ~~the~~Board. ~~transferred~~On ~~loans~~July 21, ~~imposes~~2011, ~~regulatory~~the ~~rate-setting~~Consumer ~~for~~Financial ~~certain~~Protection ~~debit~~Bureau ~~card~~assumed ~~interchange~~responsibility ~~fees, repealed~~for ~~restrictions on~~ the ~~payment~~implementation of ~~interest~~the onfederal ~~commercial~~financial ~~demand~~consumer ~~deposits~~protection and ~~contained~~fair alending ~~number~~laws ofand ~~reforms~~regulations, ~~related~~a tofunction currently ~~mortgage~~assigned ~~originations.~~to ~~Many~~prudential ofregulators, ~~the~~and ~~provisions~~will ofhave ~~the~~authority ~~Dodd-Frank~~to ~~Act~~impose ~~are~~new ~~subject~~requirements. toHowever, ~~delayed~~institutions ~~effective~~of ~~dates~~less ~~and/or~~than ~~require~~$10 billion ~~the issuance~~in ofassets, ~~implementing~~such ~~regulations.~~as ~~Their~~the ~~impact~~Bank, oncontinue ~~operations~~to ~~cannot yet~~ be ~~fully~~examined ~~assessed.~~for ~~However,~~compliance ~~there~~with isconsumer ~~significant~~protection ~~possibility~~and fair ~~that~~lending ~~the~~laws ~~Dodd-Frank~~and ~~Act~~regulations ~~will~~by, atand abe ~~minimum,~~subject ~~result~~to inthe ~~increased~~enforcement ~~regulatory~~authority ~~burden~~of, ~~compliance~~their ~~costs~~federal ~~and~~prudential ~~interest expense~~regulator, ~~for the Bank and the Company.~~

1315

~~Certain~~ although ~~regulatory requirements applicable to~~ the ~~Bank,~~Consumer ~~the~~Financial ~~Company~~Protection ~~and Meridian~~Bureau ~~are~~has ~~referred~~back-up toauthority ~~below or elsewhere herein. The description of statutory provisions and regulations applicable~~ to ~~savings~~examine ~~banks~~ and ~~their~~enforce ~~holding~~consumer ~~companies~~protection ~~set~~laws ~~forth~~against ~~below~~all ~~and~~institutions, ~~elsewhere~~including ininstitutions ~~this~~with ~~document~~less ~~does not purport to be a complete~~than ~~description~~$10 billion ~~of such statutes and regulations and their effects on the Bank, the Company and Meridian and is qualified~~ in ~~its entirety by reference to the actual laws and regulations involved~~assets.

In addition to creating the Consumer Financial Protection Bureau, the Dodd-Frank Act, among other things, directed changes in the way that institutions are assessed for deposit insurance, mandated the imposition of tougher consolidated capital requirements on holding companies, required the issuance of regulations requiring originators of securitized loans to retain a percentage of the risk for the transferred loans, imposed regulatory rate-setting for certain debit card interchange fees, repealed restrictions on the payment of interest on commercial demand deposits and contained a number of reforms related to mortgage originations. Many of the provisions of the Dodd-Frank Act are subject to delayed effective dates and/or still require the issuance of implementing regulations. Their impact on operations cannot yet be fully assessed. However, there is significant possibility that the Dodd-Frank Act will, at a minimum, result in increased regulatory burden, compliance costs and interest expense for the Bank and the Company.

The Dodd-Frank Act contained the so-called “Volcker Rule,” which generally prohibits banking organizations from engaging in proprietary trading and from investing in, sponsoring or having certain relationships with hedge or private equity funds (“covered funds”). On December 13, 2013, federal agencies issued a final rule implementing the Volcker Rule which, among other things, requires banking organizations to restructure and limit certain of their investments in and relationships with covered funds.

Any change in applicable laws or regulations, whether by the Massachusetts Commissioner of Banks, the Federal Deposit Insurance Corporation, the Federal Reserve Board, the Commonwealth of Massachusetts or Congress, could have a material adverse impact on the operations and financial performance of the Company and the Bank. In addition, the Company and the Bank will be affected by the monetary and fiscal policies of various agencies of the United States Government, including the Federal Reserve Board. In view of changing conditions in the national economy and in the money markets, it is impossible for management to accurately predict future changes in monetary policy or the effect of such changes on the business or financial condition of the Company and the Bank.

Set forth below is a brief description of material regulatory requirements that are or will be applicable to the Bank, the Company and Meridian. The description is limited to certain material aspects of the statutes and regulations addressed, and is not intended to be a complete description of such statutes and regulations and their effects on the Bank, the Company and Meridian.

Massachusetts Banking Laws and Supervision

The Bank, as a Massachusetts savings bank, is regulated and supervised by the Massachusetts Commissioner of Banks. The Massachusetts Commissioner of Banks is required to regularly examine each state-chartered bank. The approval of the Massachusetts Commissioner of Banks is required to establish or close branches, to merge with another bank, to ~~form a holding company, to~~ issue stock or to undertake many other activities. Any Massachusetts bank that does not operate in accordance with the regulations, policies and directives of the Massachusetts Commissioner of Banks may be sanctioned. The Massachusetts Commissioner of Banks may suspend or remove directors or officers of a bank who have violated the law, conducted a bank’s business in a manner that is unsafe, unsound or contrary to the depositors’ interests, or been negligent in the performance of their duties. In addition, the Massachusetts Commissioner of Banks has the authority to appoint a receiver or conservator if it is determined that the bank is conducting its business in an unsafe or unauthorized manner, and under certain other circumstances.

The powers that Massachusetts-chartered savings banks can exercise under these laws include, but are ~~summarized~~not limited asto, ~~follows~~the following:

Lending Activities. A Massachusetts-chartered savings bank may make a wide variety of mortgage loans including fixed-rate loans, adjustable-rate loans, variable-rate loans, participation loans, graduated payment loans, construction and development loans, condominium and co-operative loans, second mortgage loans and other types of loans that may be made in accordance with applicable regulations. Commercial loans may be made to corporations and other commercial enterprises with or without security. Consumer and personal loans may also be made with or without security.

A16 Massachusetts-chartered savings bank may make a wide variety of mortgage loans including fixed-rate loans, adjustable-rate loans, variable-rate loans, participation loans, graduated payment loans, construction and development loans, condominium and co-operative loans, second mortgage loans and other types of loans that may be made in accordance with applicable regulations. Commercial loans may be made to corporations and other commercial enterprises with or without security. Consumer and personal loans may also be made with or without security.

Insurance Sales

Massachusetts banks may engage in insurance sales activities if the Massachusetts Commissioner of Banks has approved a plan of operation for insurance activities and the bank obtains a license from the Massachusetts Division of Insurance. A bank may be licensed directly or indirectly through an affiliate or a subsidiary corporation established for this purpose. Customers of the Bank are offered certain insurance products through a third party. The Bank has not been approved for insurance sales activities.

Investment Activities

In general, Massachusetts-chartered savings banks may invest in preferred and common stock of any corporation organized under the laws of the United States or any state provided such investments do not involve control of any corporation and do not, in the aggregate, exceed 4.0% of the bank’s deposits. Massachusetts-chartered savings banks may in addition invest an amount equal to 1.0% of their deposits in stocks of Massachusetts corporations or companies with substantial employment in the Commonwealth which have pledged to the Massachusetts Commissioner of Banks that such monies will be used for further development within the Commonwealth. At the present time, the Bank has the authority to invest in equity securities. However, such investment authority is constrained by federal law. See “— Federal Bank Regulation — Investment Activities” for such federal restrictions.

Dividends

A Massachusetts stock bank may declare from net profits cash dividends not more frequently than quarterly and non-cash dividends at any time. No dividends may be declared, credited or paid if the bank’s capital stock is

~~impaired~~Insurance Sales. ~~The approval of the~~ Massachusetts ~~Commissioner~~banks ofmay ~~Banks~~engage isin ~~required~~insurance sales activities if the ~~total~~Massachusetts Commissioner of ~~all~~Banks ~~dividends~~has ~~declared~~approved ina ~~any~~plan ~~calendar year exceeds the total~~ of ~~its~~operation ~~net profits~~ for ~~that~~insurance ~~year combined~~activities ~~with~~and ~~its retained net profits of~~ the ~~preceding~~bank ~~two~~obtains ~~years.~~a ~~Net~~license ~~profits~~from ~~for~~the ~~this~~Massachusetts ~~purpose~~Division ~~means~~of ~~the~~Insurance. ~~remainder~~A ofbank ~~all~~may ~~earnings~~be ~~from~~licensed ~~current~~directly ~~operations~~or ~~plus~~indirectly ~~actual~~through an ~~recoveries~~affiliate onor ~~loans~~a ~~and~~subsidiary ~~investments~~corporation ~~and~~established ~~other~~for ~~assets~~this ~~after~~purpose. ~~deducting~~Customers ~~from~~of the ~~total~~ ~~thereof~~Bank ~~all~~are ~~current~~offered ~~operating~~certain ~~expenses,~~insurance ~~actual~~products ~~losses,~~through ~~accrued~~a ~~dividends~~third onparty. ~~preferred~~The ~~stock,~~Bank ifhas ~~any,~~not ~~and~~sought ~~all~~approval ~~federal~~for ~~and~~insurance ~~state~~sales ~~taxes~~activities.

~~Protection~~Investment Activities. In general, Massachusetts-chartered savings banks may invest in preferred and common stock of ~~Personal~~any ~~Information~~corporation organized under the laws of the United States or any state provided such investments do not involve control of any corporation and do not, in the aggregate, exceed 4.0% of the bank’s deposits. Massachusetts-chartered savings banks may in addition invest an amount equal to 1.0% of their deposits in stocks of Massachusetts corporations or companies with substantial employment in the Commonwealth which have pledged to the Massachusetts Commissioner of Banks that such monies will be used for further development within the Commonwealth. At the present time, the Bank has the authority to invest in equity securities. However, such investment authority is constrained by federal law. See “— Federal Bank Regulation — Investment Activities” for such federal restrictions.

~~Massachusetts~~Dividends. A ~~has~~Massachusetts ~~adopted~~stock ~~regulatory~~bank ~~requirements~~may ~~intended~~declare tofrom ~~protect~~net ~~personal~~profits ~~information~~cash dividends not more frequently than quarterly and non-cash dividends at any time. ~~The~~No ~~requirements~~dividends may be declared, ~~which~~credited ~~are~~or ~~similar~~paid toif ~~existing~~the ~~federal~~bank’s ~~laws~~capital ~~such~~stock asis impaired. The approval of the ~~Gramm-Leach-Bliley~~Massachusetts ~~Act,~~Commissioner ~~discussed~~of ~~below~~Banks ~~under~~is “—required ~~Federal~~if ~~Regulations~~the —total ~~Privacy Regulations”,~~of ~~that~~all ~~require~~dividends ~~organizations~~declared toin ~~establish~~any ~~written~~calendar ~~information~~year ~~security~~exceeds ~~programs~~the tototal ~~prevent~~of ~~identity~~its ~~theft.~~net ~~The~~profits ~~Massachusetts~~for ~~regulation~~that ~~also~~year ~~contains~~combined ~~technology~~with ~~system~~its ~~requirements,~~retained ~~especially~~net profits of the preceding two years. Net profits for this purpose means the ~~encryption~~remainder of ~~personal information~~all ~~sent~~earnings ~~over~~from ~~wireless~~current oroperations ~~public~~plus ~~networks~~actual orrecoveries ~~stored~~on loans and investments and other assets after deducting current operating expenses, actual losses, accrued dividends on ~~portable~~preferred ~~devices~~stock, if any, and all federal and state taxes.

~~Parity~~Protection ~~Regulation~~of Personal Information. Massachusetts has adopted regulatory requirements intended to protect personal information. The requirements, which are similar to existing federal laws such as the Gramm-Leach-Bliley Act, discussed below under “— Federal Regulations — Privacy Regulations”, that require organizations to establish written information security programs to prevent identity theft. The Massachusetts regulation also contains technology system requirements, especially for the encryption of personal information sent over wireless or public networks or stored on portable devices.

Parity Regulation. A Massachusetts bank may ~~engage in any activity or offer any product or service if the activity~~, ~~product or service is engaged~~ in ~~or offered in~~ accordance with regulations ~~promulgated~~issued by the Massachusetts Commissioner of Banks, exercise any power and engage in any activity that has been authorized for national banks, federal thrifts or state banks in a state other than Massachusetts;, provided that the activity is permissible under applicable federal and not specifically prohibited by Massachusetts law. Such powers and activities must be subject to the same limitations and restrictions imposed on the national bank, federal thrift or out-of-state bank that ~~had~~exercised ~~previously been granted~~ the power or activity.

Loans to One Borrower Limitations. Massachusetts banking law grants broad lending authority. However, with certain limited exceptions, total obligations of one borrower to a bank may not exceed 20.0% of the total of the bank’s capital, which is defined under Massachusetts law as the sum of the bank’s capital stock, surplus account and undivided profits.

Loans to a Bank’s Insiders. The Massachusetts banking ~~law~~laws ~~grants~~prohibit ~~broad~~any ~~lending~~executive ~~authority.~~officer, ~~However~~director or trustee from borrowing, ~~with~~otherwise ~~certain~~becoming ~~limited~~indebted, ~~exceptions~~or becoming liable for a loan or other extension of credit by such bank to any other person, ~~total~~except ~~obligations~~for any of ~~one~~the ~~borrower~~following loans or extensions of credit: (i) loans or extension of credit, secured or unsecured, to aan officer of the bank ~~may~~in an amount not ~~exceed~~exceeding ~~20.0%~~$100,000; (ii) loans or extensions of ~~the~~credit ~~total~~intended or secured for educational purposes to an officer of the bank~~’s capital~~ in an amount not exceeding $200,000; ~~which~~(iii) loans or extensions of credit secured by a mortgage on residential real estate to be occupied in whole or in part by the officer to whom the loan or extension of credit is ~~defined~~made, ~~under~~in ~~Massachusetts~~an ~~law~~amount asnot exceeding $750,000 and (iv) loans or extensions of credit to a director or trustee of the ~~sum~~bank who is not also an officer of the bank in an amount permissible under the bank’s ~~capital~~loan ~~stock,~~to ~~surplus~~one ~~account~~borrower limit. Massachusetts banking laws also prohibit officers and ~~undivided~~directors ~~profits~~from receiving a preferential interest rate or terms on loans or extensions of credit.

~~Loans~~17 ~~to a Bank’s Insiders~~

The Massachusetts banking laws prohibit any executive officer, director or trustee from borrowing, otherwise becoming indebted, or becoming liable for a loan or other extension of credit by such bank to any other person, except for any of the following loans or extensions of credit: (i) loans or extension of credit, secured or unsecured, to an officer of the bank in an amount not exceeding $100,000; (ii) loans or extensions of credit intended or secured for educational purposes to an officer of the bank in an amount not exceeding $200,000; (iii) loans or extensions of credit secured by a mortgage on residential real estate to be occupied in whole or in part by the officer to whom the loan or extension of credit is made, in an amount not exceeding $750,000; and (iv) loans or extensions of credit to a director or trustee of the bank who is not also an officer of the bank in an amount permissible under the bank’s loan to one borrower limit. Massachusetts banking laws also prohibit officers and directors from receiving a preferential interest rate or terms on loans or extensions of credit.

Loans to insiders as described above require approval of the majority of the members of the Bank’s Board of Directors, excluding any member involved in the loan or extension of credit. No such loan or extension of credit may be granted with an interest rate or other terms that are preferential in comparison to loans granted to persons not affiliated with the savings bank.

Regulatory Enforcement Authority

Any Massachusetts bank that does not operate in accordance with the regulations, policies and directives of the Massachusetts Commissioner of Banks may be subject to sanctions for non-compliance, including seizure of the property and business of the bank and suspension or revocation of its charter. The Massachusetts Commissioner of Banks may, under certain circumstances, suspend or remove officers or directors who have violated the law, conducted the bank’s business in a manner which is unsafe, unsound or contrary to the

~~depositors~~Loans ~~interests~~to orinsiders ~~been~~as ~~negligent~~described inabove ~~the~~require ~~performance~~approval of ~~their~~the ~~duties.~~majority Inof ~~addition, upon finding that a bank has engaged in an unfair or deceptive act or practice,~~ the ~~Massachusetts~~ ~~Commissioner~~members of ~~Banks~~the ~~may~~Bank’s ~~issue~~Board anof ~~order~~Directors, toexcluding ~~cease~~any ~~and~~member ~~desist~~involved ~~and~~in ~~impose~~the aloan ~~fine~~or onextension ~~the~~of ~~bank concerned~~credit. ~~Finally,~~No ~~Massachusetts~~such ~~consumer~~loan ~~protection~~or ~~and~~extension ~~civil~~of ~~rights~~credit ~~statutes~~may ~~applicable~~be togranted ~~the~~with ~~Bank~~an ~~permit~~interest ~~private~~rate ~~individual~~or ~~and~~other ~~class~~terms ~~action~~that ~~law~~are ~~suits and~~preferential ~~provide~~in ~~for~~comparison ~~the~~to ~~rescission of consumer transactions, including~~ loans, granted ~~and~~to ~~the~~persons ~~recovery~~not ofaffiliated ~~statutory~~with ~~and punitive damage and attorney’s fees in~~ the ~~case~~savings ~~of certain violations of those statutes~~bank.

~~Depositors~~Regulatory ~~Insurance~~Enforcement ~~Fund~~Authority. Any Massachusetts bank that does not operate in accordance with the regulations, policies and directives of the Massachusetts Commissioner of Banks may be subject to sanctions for non-compliance, including seizure of the property and business of the bank and suspension or revocation of its charter. The Massachusetts Commissioner of Banks may, under certain circumstances, suspend or remove officers or directors who have violated the law, conducted the bank’s business in a manner which is unsafe, unsound or contrary to the depositors interests or been negligent in the performance of their duties. In addition, upon finding that a bank has engaged in an unfair or deceptive act or practice, the Massachusetts Commissioner of Banks may issue an order to cease and desist and impose a fine on the bank concerned. Massachusetts consumer protection and civil rights statutes applicable to the Bank permit private individual and class action law suits and provide for the rescission of consumer transactions, including loans, and the recovery of statutory and punitive damage and attorney’s fees in the case of certain violations of those statutes.

Depositors Insurance Fund. All Massachusetts-chartered savings banks are required to be members of the Depositors Insurance Fund, a corporation that insures savings bank deposits in excess of federal deposit insurance coverage. The Depositors Insurance Fund is authorized to charge savings banks a risk-based assessment on deposits balances in excess of the amounts insured by the ~~FDIC~~Federal Deposit Insurance Corporation.

Massachusetts has other statutes and regulations that are similar to the federal provisions discussed below.

Federal Bank Regulation

Capital Requirements. Under Federal Deposit Insurance Corporation regulations, federally insured state-chartered banks that are not members of the Federal Reserve System (“state non-member banks”), such as the Bank, are required to comply with minimum leverage capital requirements. For an institution determined by the Federal Deposit Insurance Corporation to not be anticipating or experiencing significant growth and to be, in general, a strong banking organization rated composite 1 under the Uniform Financial Institutions Ranking System established by the Federal Financial Institutions Examination Council, the minimum capital leverage requirement is a ratio of Tier 1 capital to total assets of 3.0%. For all other institutions, the minimum leverage capital ratio is not less than 4.0%. Tier 1 capital is the sum of common stockholders’ equity, noncumulative perpetual preferred stock (including any related surplus) and minority investments in certain subsidiaries, less intangible assets (except for certain servicing rights and credit card relationships) and certain other specified items.

~~Under~~The ~~FDIC~~Federal ~~regulations,~~Deposit ~~federally~~Insurance ~~insured~~Corporation ~~state-chartered~~regulations ~~banks~~require ~~that are not members of the Federal Reserve System (“~~state non-member banks~~”),~~ ~~such~~to asmaintain ~~the~~certain ~~Bank,~~levels ~~are~~of ~~required~~regulatory tocapital ~~comply~~in ~~with~~relation ~~minimum~~to ~~leverage~~regulatory ~~capital~~risk-weighted ~~requirements~~assets. ~~For~~The anratio ~~institution~~of ~~determined~~regulatory bycapital ~~the FDIC~~ to ~~not~~regulatory berisk-weighted ~~anticipating~~assets oris ~~experiencing~~referred ~~significant growth and~~ to ~~be,~~as ~~in general,~~ a ~~strong~~ ~~banking~~bank’s ~~organization~~“risk-based ~~rated~~capital ratio.” ~~composite~~Risk-based 1capital ~~under~~ratios ~~the~~are ~~Uniform~~determined ~~Financial~~by ~~Institutions~~allocating ~~Ranking~~assets ~~System~~and ~~established~~specified byoff-balance ~~the~~sheet ~~Federal~~items ~~Financial~~(including ~~Institutions~~recourse ~~Examination Council~~obligations, ~~the~~direct ~~minimum~~credit ~~capital~~substitutes ~~leverage~~and ~~requirement~~residual isinterests) ato ~~ratio~~risk-weighted ofcategories ~~Tier~~ranging 1from ~~capital~~0.0% to ~~total assets of 3~~200.0%~~. For all other institutions~~, ~~the~~with ~~minimum~~higher ~~leverage~~levels ~~capital~~of ~~ratio is not less than 4.0%. Tier 1~~ capital isbeing ~~the~~required ~~sum of common stockholders’ equity, noncumulative perpetual preferred stock (including any related surplus) and minority investments in certain subsidiaries, less intangible assets (except~~ for ~~certain~~the ~~servicing~~categories ~~rights~~perceived ~~and~~as ~~credit~~representing ~~card~~greater ~~relationships) and certain other specified items~~risk.

The FDIC regulations require state non-member banks to maintain certain levels of regulatory capital in relation to regulatory risk-weighted assets. The ratio of regulatory capital to regulatory risk-weighted assets is referred to as a bank’s “risk-based capital ratio.” Risk-based capital ratios are determined by allocating assets and specified off-balance sheet items (including recourse obligations, direct credit substitutes and residual interests) to risk-weighted categories ranging from 0.0% to 200.0%, with higher levels of capital being required for the categories perceived as representing greater risk.

State non-member banks must maintain a minimum ratio of total capital to risk-weighted assets of at least 8.0%, of which at least one-half must be Tier 1 capital. Total capital consists of Tier 1 capital plus Tier 2 or supplementary capital items, which include allowances for loan losses in an amount of up to 1.25% of risk-weighted assets, cumulative preferred stock and certain other capital instruments, and a portion of the net unrealized gain on equity securities. The includable amount of Tier 2 capital cannot exceed the amount of the institution’s Tier 1 capital. Banks that engage in specified levels of trading activities are subject to adjustments in their risk based capital calculation to ensure the maintenance of sufficient capital to support market risk.

OnIn ~~June 6,~~July ~~2012~~2013, the FDIC and the other federal bank regulatory agencies issued a ~~series~~final ofrule ~~proposed rules~~ that ~~would~~ will revise their leverage and risk-based capital requirements and the method for calculating risk-weighted assets to make them consistent with agreements that were reached by the Basel Committee on Banking Supervision and certain provisions of the Dodd-Frank Act. The proposed rules would apply to all depository institutions, top-tier bank holding companies with total consolidated assets of $500 million or more and top-tier savings and loan holding companies. Among other things, the proposed rules establish a new common equity Tier 1 minimum capital requirement (4.5% of risk-weighted assets) and a higher minimum Tier 1 capital to risk-based assets requirement (6% of risk-weighted assets) and assign higher risk weight (150%) to exposures that are more than 90 days past due or are on nonaccrual status and certain commercial real estate facilities that finance the acquisition, development or construction of real property. The proposed rules also require unrealized gains

and losses on certain securities holdings to be included for purposes of calculating regulatory capital requirements. The proposed rules limit a banking organization’s capital distributions and certain discretionary bonus payments if the banking organization does not hold a “capital conservation buffer” consisting of a specified amount of common equity Tier 1 capital in addition to the amount necessary to meet its minimum risk-based capital requirements. The proposed rules indicated that the final rules would become effective on January 1, 2013, and the changes set forth in the final rules will be phased in from January 1, 2013 through January 1, 2019. However, the agencies have recently indicated that, due to the volume of public comments received, the final rule has been delayed past January 1, 2013.

The Federal Deposit Insurance Corporation Improvement Act (the “FDICIA”) required each federal banking agency to revise its risk-based capital standards for insured institutions to ensure that those standards take adequate account of interest-rate risk, concentration of credit risk, and the risk of nontraditional activities, as well as to reflect the actual performance and expected risk of loss on multi-family residential loans. The FDIC, along with the other federal banking agencies, has adopted a regulation providing that the agencies will take into account the exposure of a bank’s capital and economic value to changes in interest rate risk in assessing a bank’s capital adequacy. The FDIC also has authority to establish individual minimum capital requirements in appropriate cases upon determination that an institution’s capital level is, or is likely to become, inadequate in light of the particular circumstances.

Standards for Safety and Soundness

As required by statute, the federal banking agencies adopted final regulations and Interagency Guidelines Establishing Standards for Safety and Soundness to implement safety and soundness standards. The guidelines set forth the safety and soundness standards that the federal banking agencies use to identify and address problems at insured depository institutions before capital becomes impaired. The guidelines address internal controls and information systems, internal audit system, credit underwriting, loan documentation, interest rate exposure, asset growth, asset quality, earnings and compensation, fees and benefits. Most recently, the agencies have established standards for safeguarding customer information. If the appropriate federal banking agency determines that an institution fails to meet any standard prescribed by the guidelines, the agency may require the institution to submit to the agency an acceptable plan to achieve compliance with the standard.

Investment Activities

All state-chartered FDIC insured banks, including savings banks, are generally limited in their investment activities to principal and equity investments of the type and in the amount authorized for national banks, notwithstanding state law, subject to certain exceptions. For example, state chartered banks may, with FDIC approval, continue to exercise state authority to invest in common or preferred stocks listed on a national securities exchange or the NASDAQ Global Market and in the shares of an investment company registered under the Investment Company Act of 1940, as amended. The maximum permissible investment is 100.0% of Tier 1 Capital, as specified by the FDIC’s regulations, or the maximum amount permitted by Massachusetts law, whichever is less. The Bank received approval from the FDIC to retain and acquire such equity instruments equal to the lesser of 100% of the Bank’s Tier 1 capital or the maximum permissible amount specified by Massachusetts law. Any such grandfathered authority may be terminated upon the FDIC’s determination that such investments pose a safety and soundness risk. In addition, the FDIC is authorized to permit such institutions to engage in state authorized activities or investments not permissible for national banks (other than non-subsidiary equity investments) if they meet all applicable capital requirements and it is determined that such activities or investments do not pose a significant risk to the Bank Insurance Fund. The FDIC has adopted procedures for institutions seeking approval to engage in such activities or investments. In addition, a nonmember bank may control a subsidiary that engages in activities as principal that would only be permitted for a national bank to conduct in a “financial subsidiary” if a bank meets specified conditions and deducts its investment in the subsidiary for regulatory capital purposes.

Interstate Banking and Branching

The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994, or the Interstate Banking Act, permits adequately capitalized bank holding companies to acquire banks in any state subject to specified

concentration limits and other conditions. The Interstate Banking Act also authorizes the interstate merger of banks. In addition, among other things, the Interstate Banking Act, as amended by the Dodd-Frank Act, permits banks to establish new branches on an interstate basis provided that branching is authorized by the law of the host state for the banks chartered by that state.

Prompt Corrective Regulatory Action

Federal law requires, among other things, that federal bank regulatory authorities take “prompt corrective action” with respect to banks that do not meet minimum capital requirements. For these purposes, the law establishes five capital categories: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized.

The FDIC has adopted regulations to implement the prompt corrective action legislation. An institution is deemed to be “well capitalized” if it has a total risk-based capital ratio of 10.0% or greater, a Tier 1 risk-based capital ratio of 6.0% or greater and a leverage ratio of 5.0% or greater. An institution is “adequately capitalized” if it has a total risk-based capital ratio of 8.0% or greater, a Tier 1 risk-based capital ratio of 4.0% or greater, and generally a leverage ratio of 4.0% or greater. An institution is “undercapitalized” if it has a total risk-based capital ratio of less than 8.0%, a Tier 1 risk-based capital ratio of less than 4.0%, or generally a leverage ratio of less than 4.0%. An institution is deemed to be “significantly undercapitalized” if it has a total risk-based capital ratio of less than 6.0%, a Tier 1 risk-based capital ratio of less than 3.0%, or a leverage ratio of less than 3.0%. An institution is considered to be “critically undercapitalized” if it has a ratio of tangible equity (as defined in the regulations) to total assets that is equal to or less than 2.0%. As of December 31, 2012, the Bank was classified as a “well capitalized” institution.

“Undercapitalized” banks must adhere to growth, capital distribution (including dividend) and other limitations and are required to submit a capital restoration plan. A bank’s compliance with such a plan is required to be guaranteed by any company that controls the undercapitalized institution in an amount equal to the lesser of 5.0% of the institution’s total assets when deemed undercapitalized or the amount necessary to achieve the status of adequately capitalized. If an “undercapitalized” bank fails to submit an acceptable plan, it is treated as if it is “significantly undercapitalized.” “Significantly undercapitalized” banks must comply with one or more of a number of additional restrictions, including but not limited to an order by the FDIC to sell sufficient voting stock to become adequately capitalized, requirements to reduce total assets, cease receipt of deposits from correspondent banks or dismiss directors or officers, and restrictions on interest rates paid on deposits, compensation of executive officers and capital distributions by the parent holding company. “Critically undercapitalized” institutions are subject to additional measures including, subject to a narrow exception, the appointment of a receiver or conservator within 270 days after it obtains such status.

The recently proposed rules that would increase regulatory capital requirements would adjust the prompt corrective action categories accordingly.

Transaction with Affiliates and Regulation W of the Federal Reserve Regulations

Transactions between banks and their affiliates are governed by Sections 23A and 23B of the Federal Reserve Act. An affiliate of a bank is any company or entity that controls, is controlled by or is under common control with the bank. In a holding company context, the parent bank holding company and any companies which are controlled by such parent holding company are affiliates of the bank. Generally, Sections 23A and 23B of the Federal Reserve Act and Regulation W (i) limit the extent to which the bank or its subsidiaries may engage in “covered transactions” with any one affiliate to an amount equal to 10.0% of such institution’s capital stock and surplus, and contain an aggregate limit on all such transactions with all affiliates to an amount equal to 20.0% of such institution’s capital stock and surplus and (ii) require that all such transactions be on terms substantially the same, or at least as favorable, to the institution or subsidiary as those provided to a non-affiliate. The term “covered transaction” includes the making of loans, purchase of assets, issuance of a guarantee and other similar transactions. In addition, loans or other extensions of credit by the financial institution to the affiliate are required to be collateralized in accordance with the requirements set forth in Section 23A of the Federal Reserve Act.

~~“Financial~~ provisions ~~subsidiaries”~~ of ~~banks~~the ~~are~~Dodd-Frank ~~treated~~Act. asAmong ~~affiliates~~other ~~for purposes~~things, ofthe ~~Sections~~rule ~~23A~~establishes ~~and~~a ~~23B~~new ofcommon ~~the~~equity ~~Federal~~Tier ~~Reserve~~1 ~~Act~~minimum capital requirement (4.5% ~~However~~of risk-weighted assets), increases the ~~investment~~minimum byTier ~~the~~1 capital ~~bank~~to inrisk-based ~~the~~assets ~~financial~~requirement ~~subsidiary~~(from ~~does~~4% ~~not~~to ~~include~~6% ~~retained~~of ~~earnings~~risk-weighted inassets), sets the ~~financial~~leverage ~~subsidiary.~~ratio ~~Certain~~at ~~anti-evasion~~a ~~provisions~~uniform ~~have~~4% ~~been~~of ~~included~~total assets and assigns a higher risk weight (150%) to exposures that are more than 90 days past due or are on ~~relate~~nonaccrual status and to ~~the~~certain ~~relationship~~commercial ~~between~~real ~~any~~estate ~~financial~~facilities ~~subsidiary~~that finance the acquisition, development or construction of areal ~~bank~~property. The final rule also requires unrealized gains and ~~sister~~losses ~~companies~~on certain “available-for-sale” securities holdings to be included for purposes of ~~the~~calculating ~~bank:~~regulatory ~~(1) any~~capital ~~purchase~~requirements unless a one-time opt-out is exercised. The Bank has elected to exercise its one-time option to opt-out of, orthe ~~investment~~requirement ~~in,~~under the final rule to include certain “available-for-sale” securities holdings for purposes of calculating its regulatory capital requirements. The rule limits a ~~financial~~banking ~~subsidiary~~organization’s bycapital ~~any~~distributions ~~affiliate~~and ofcertain discretionary bonus payments to executive officers if the ~~parent~~banking ~~bank~~organization isdoes ~~considered~~not hold a ~~purchase or~~“capital ~~investment~~conservation bybuffer” ~~the~~consisting ~~bank;~~of ~~or (~~2~~) if~~.5% ~~the~~of ~~Federal~~common ~~Reserve~~equity ~~Board~~Tier ~~determines~~1 ~~that~~capital ~~such~~to ~~treatment~~risk-weighted isassets in addition to the amount necessary, ~~any~~to ~~loan~~meet ~~made~~its byminimum anrisk-based ~~affiliate~~capital requirements. ofThe final rule also implements the ~~parent~~Dodd-Frank ~~bank~~Act’s directive to ~~the~~apply ~~financial~~to savings and loan holding companies consolidated capital requirements that are not less stringent than those applicable to their subsidiary institutions. The final rule is toeffective January 1, 2015. The “capital conservation buffer” will be ~~considered~~phased ain ~~loan~~from ~~made~~January 1, by2016 to January 1, 2019, when the ~~parent~~full ~~bank~~capital conservation buffer will be effective.

InThe ~~addition,~~Federal ~~Sections~~Deposit ~~22(h)~~Insurance ~~and~~Corporation ~~(g) of~~Improvement ~~the~~Act ~~Federal~~required ~~Reserve~~each ~~Act~~federal ~~place~~banking ~~restrictions~~agency onto ~~loans~~revise toits ~~executive~~risk-based ~~officers,~~capital ~~directors~~standards ~~and~~for ~~principal~~insured ~~stockholders.~~institutions ~~Under~~to ~~Section 22(h)~~ensure ofthat ~~the~~those ~~Federal~~standards ~~Reserve~~take ~~Act,~~adequate ~~loans~~account toof ainterest-rate ~~director~~risk, anconcentration ~~executive officer and to a greater than 10.0% stockholder~~ of acredit ~~financial institution~~risk, and ~~certain~~the ~~affiliated~~risk ~~interests~~ of ~~these,~~ ~~may~~nontraditional ~~not exceed~~activities, ~~together~~as ~~with~~well ~~all~~as ~~other~~to ~~outstanding~~reflect ~~loans~~the toactual ~~such~~performance ~~person~~ and ~~affiliated~~expected risk ~~interests,~~of ~~the~~loss ~~financial~~on ~~institution’s~~multi-family residential loans. toThe ~~one~~Federal ~~borrower~~Deposit ~~limit~~Insurance Corporation, ~~generally~~along ~~equal~~with ~~to 15.0% of~~ the ~~institution’s~~other ~~unimpaired~~federal ~~capital~~banking ~~and surplus.~~agencies, ~~Section 22(h)~~has ofadopted ~~the~~a ~~Federal~~regulation ~~Reserve~~providing ~~Act also requires~~ that ~~loans~~the toagencies ~~directors,~~will ~~executive~~take ~~officers~~into ~~and~~account ~~principal~~the ~~stockholders~~exposure beof ~~made~~a onbank’s capital ~~terms~~and ~~substantially~~economic ~~the~~value ~~same~~to aschanges ~~offered~~ in ~~comparable~~interest ~~transactions~~rate torisk ~~other~~in ~~persons~~assessing ~~and~~a ~~also requires~~bank’s ~~prior~~capital ~~board~~adequacy. ~~approval~~The ~~for~~Federal ~~certain~~Deposit ~~loans.~~Insurance InCorporation ~~addition,~~also ~~the~~has ~~aggregate~~authority ~~amount~~to ofestablish ~~extensions~~individual ofminimum ~~credit~~capital byrequirements ain ~~financial~~appropriate ~~institution~~cases toupon determination ~~insiders~~that ~~cannot~~an ~~exceed the~~ institution’s ~~unimpaired~~ capital ~~and~~level ~~surplus. Furthermore~~is, ~~Section 22(g)~~or ~~of the~~is ~~Federal~~likely ~~Reserve~~to ~~Act~~become, ~~places~~inadequate ~~additional~~in ~~restrictions~~light onof ~~loans~~the toparticular ~~executive officers~~circumstances.

~~Enforcement~~Standards for Safety and Soundness. As required by statute, the federal banking agencies adopted final regulations and Interagency Guidelines Establishing Standards for Safety and Soundness to implement safety and soundness standards. The guidelines set forth the safety and soundness standards that the federal banking agencies use to identify and address problems at insured depository institutions before capital becomes impaired. The guidelines address internal controls and information systems, internal audit system, credit underwriting, loan documentation, interest rate exposure, asset growth, asset quality, earnings and compensation, fees and benefits. Most recently, the agencies have established standards for safeguarding customer information. If the appropriate federal banking agency determines that an institution fails to meet any standard prescribed by the guidelines, the agency may require the institution to submit to the agency an acceptable plan to achieve compliance with the standard.

~~The~~Investment Activities. ~~FDIC~~All ~~has~~state-chartered ~~extensive~~Federal ~~enforcement~~Deposit ~~authority~~Insurance ~~over~~Corporation insured ~~state savings~~ banks, including ~~the~~savings ~~Bank.~~banks, ~~This~~are ~~enforcement authority~~generally ~~includes,~~limited ~~among~~in ~~other~~their ~~things,~~investment ~~the~~activities ~~ability~~ to ~~assess~~principal ~~civil~~and ~~money~~equity ~~penalties,~~investments ~~issue~~of ~~cease~~the type and ~~desist~~in ~~orders~~the ~~and~~amount ~~remove~~authorized for ~~directors~~national ~~and~~banks, ~~officers.~~notwithstanding Instate ~~general~~law, ~~these~~subject ~~enforcement~~to ~~actions~~certain ~~may~~exceptions. beFor ~~initiated~~example, instate ~~response~~chartered tobanks ~~violations~~may, ofwith ~~laws~~Federal ~~and regulations~~Deposit ~~and~~Insurance ~~unsafe~~Corporation orapproval, ~~unsound~~continue ~~practices.~~to ~~The~~exercise ~~FDIC~~state ~~has~~ authority ~~under federal law~~ to ~~appoint~~invest ain ~~conservator~~common or ~~receiver~~preferred ~~for~~stocks listed anon ~~insured~~a ~~bank~~national ~~under~~securities ~~limited~~exchange ~~circumstances.~~or ~~The~~the ~~FDIC~~NASDAQ isGlobal ~~required,~~Market ~~with~~and ~~certain~~in ~~exceptions,~~the toshares ~~appoint~~of aan ~~receiver~~investment ~~or conservator~~company ~~for~~registered anunder ~~insured~~the ~~state~~Investment ~~non-member~~Company ~~bank~~Act ifof ~~that~~1940, ~~bank~~as ~~was~~amended. ~~“critically~~The ~~undercapitalized”~~maximum onpermissible ~~average~~investment ~~during~~is ~~the~~100.0% ~~calendar~~of ~~quarter~~Tier ~~beginning~~1 ~~270~~Capital, ~~days~~as specified ~~after~~by the ~~date~~Federal onDeposit ~~which~~Insurance ~~the~~Corporation’s ~~institution~~regulations, ~~became~~or ~~“critically undercapitalized.”~~the ~~The~~maximum ~~FDIC~~amount ~~may~~permitted ~~also~~by ~~appoint~~Massachusetts ~~itself~~law, aswhichever ~~conservator~~is orless. ~~receiver~~The ~~for~~Bank anreceived ~~insured~~approval ~~state~~from ~~non-member~~the ~~institution~~Federal ~~under~~Deposit ~~specific~~Insurance ~~circumstances~~Corporation onto ~~the~~retain ~~basis~~and ofacquire ~~the~~such equity ~~institution’s~~instruments ~~financial~~equal ~~condition~~to ~~or upon~~ the ~~occurrence~~lesser of ~~other events,~~100% ~~including:~~of ~~(1) insolvency;~~the ~~(2) substantial~~Bank’s ~~dissipation~~Tier of1 ~~assets~~capital or ~~earnings~~the ~~through~~maximum ~~violations~~permissible ofamount ~~law~~specified orby ~~unsafe~~Massachusetts orlaw. ~~unsound~~Such ~~practices;~~grandfathered ~~(3) existence~~authority ofmay anbe ~~unsafe~~terminated orunder ~~unsound~~certain ~~condition~~circumstances toincluding ~~transact~~a ~~business; and~~determination ~~(4) insufficient~~by ~~capital, or~~ the ~~incurring~~Federal ofDeposit ~~losses~~Insurance Corporation that ~~will~~such ~~deplete~~investments ~~substantially~~pose ~~all~~a ofsafety ~~the~~and ~~institution’s~~soundness ~~capital with no reasonable prospect of replenishment without federal assistance~~risk.

In addition, the Federal Deposit Insurance ofCorporation ~~Deposit~~is ~~Accounts~~authorized to permit such a state bank to engage in state-authorized activities or investments not permissible for national banks (other than non-subsidiary equity

The Bank is a member of the Deposit Insurance Fund, which is administered by the FDIC. Deposit accounts in the Bank are insured up to a maximum of $250,000 for each separately insured depositor.

The FDIC imposes an assessment for deposit insurance on all depository institutions. Under the FDIC’s risk-based assessment system, insured institutions are assigned to risk categories based on supervisory evaluations, regulatory capital levels and certain other factors. An institution’s assessment rate depends upon the category to which it is assigned and certain adjustments specified by FDIC regulations, with less risky institutions paying lower rates. Assessment rates (inclusive of possible adjustments) currently range from 2 1/2 to 45 basis points of each institution’s total assets less tangible capital. The FDIC may increase or decrease the scale uniformly, except that no adjustment can deviate more than two basis points from the base scale without notice and comment rulemaking. The FDIC’s current system represents a change, required by the Dodd-Frank Act, from its prior practice of basing the assessment on an institution’s volume of deposits.

The FDIC imposed on all insured institutions a special emergency assessment of five basis points of total assets minus Tier 1 capital, as of June 30, 2009, (capped at ten basis points of an institution’s deposit assessment

~~base~~investments), inif ~~order~~it tomeets ~~cover~~all ~~losses~~applicable capital requirements and it is determined that such activities or investments do not pose a significant risk to the Deposit Insurance ~~fund~~Fund. ~~That~~The ~~special~~Federal Deposit ~~assessment~~Insurance ~~was~~Corporation ~~collected~~has onadopted ~~September 30~~procedures for institutions seeking approval to engage in such activities or investments. In addition, ~~2009~~a nonmember bank may control a subsidiary that engages in activities as principal that would only be permitted for a national bank to conduct in a “financial subsidiary” if a bank meets specified conditions and deducts its investment in the subsidiary for regulatory capital purposes.

InInterstate ~~lieu~~Banking ofand ~~further~~Branching. ~~special~~Federal ~~assessments,~~law ~~however,~~permits ~~the~~well ~~FDIC~~capitalized ~~required~~and ~~insured~~well ~~institutions~~managed tobank ~~prepay estimated quarterly~~holding ~~risk-based~~companies ~~assessments~~to ~~for~~acquire ~~the~~banks ~~fourth~~in ~~quarter~~any ofstate, ~~2009~~subject ~~through~~to ~~the~~Federal ~~fourth~~Reserve ~~quarter~~Board ofapproval, ~~2012.~~certain ~~The~~concentration ~~estimated~~limits ~~assessments,~~and ~~which~~other ~~included~~specified anconditions. ~~assumed~~Interstate ~~annual~~mergers ~~assessment~~of ~~base~~banks ~~increase~~are ofalso 5%authorized, ~~were~~subject ~~recorded~~to asregulatory aapproval ~~prepaid~~and ~~expense~~other ~~asset~~specified conditions. asIn ~~of December 30~~addition, ~~2009.~~ Asamong ofother ~~December 31~~things, ~~2009,~~recent ~~and~~amendments ~~each~~made ~~quarter~~by ~~thereafter~~the ~~through~~Dodd-Frank ~~the~~Act ~~fourth~~permit ~~quarter~~banks ofto ~~2012,~~establish ade ~~charge~~novo tobranches ~~earnings~~on ~~was~~an ~~recorded~~interstate ~~for~~basis ~~each~~provided ~~regular~~that ~~assessment~~branching ~~with~~is anauthorized ~~offsetting~~by ~~credit~~the tolaw of the ~~prepaid~~host ~~asset.~~state ~~The~~for ~~Bank’s~~the ~~prepayment~~banks ~~amounted~~chartered toby ~~$5.1~~that ~~million~~state.

~~The~~Prompt ~~Dodd-Frank~~Corrective ~~Act~~Regulatory ~~increased~~Action. ~~the~~Federal ~~minimum~~law ~~target~~requires, ~~Deposit~~among ~~Insurance~~other ~~Fund~~things, ~~ratio from 1.15% of~~that ~~estimated~~federal ~~insured~~bank ~~deposits~~regulatory toauthorities ~~1.35%~~take of“prompt ~~estimated~~corrective ~~insured~~action” ~~deposits. The FDIC must seek to achieve the 1.35% ratio by September 30, 2020. Insured institutions~~ with ~~assets~~respect ~~of $10 billion or more are supposed~~ to ~~fund~~banks ~~the~~that ~~increase.~~do ~~The~~not ~~Dodd-Frank Act~~meet ~~eliminated~~minimum ~~the~~capital 1requirements.5% ~~maximum~~For ~~fund~~these ~~ratio~~purposes, ~~instead leaving it to~~ the ~~discretion~~law ofestablishes ~~the~~five ~~FDIC~~capital ~~and~~categories: ~~the~~well ~~FDIC~~capitalized, ~~has~~adequately capitalized, ~~recently~~undercapitalized, ~~exercised~~significantly ~~that~~undercapitalized ~~discretion~~and bycritically ~~establishing a long range fund of 2%~~undercapitalized.

The ~~FDIC~~Federal Deposit Insurance Corporation has ~~authority~~adopted regulations to ~~increase~~implement ~~insurance~~the ~~assessments~~prompt corrective action legislation. AAn ~~significant~~institution ~~increase~~is indeemed ~~insurance~~to ~~premiums~~be ~~would~~“well ~~likely~~capitalized” ~~have~~if it has a total risk-based capital ratio of 10.0% or greater, a Tier 1 anrisk-based ~~adverse~~capital ~~effect~~ratio onof ~~the~~6.0% ~~operating~~or ~~expenses~~greater and ~~results~~a leverage ratio of ~~operations~~5.0% or greater. An institution is “adequately capitalized” if it has a total risk-based capital ratio of ~~the~~8.0% ~~Bank~~or greater, a Tier 1 risk-based capital ratio of 4.0% Weor greater, ~~cannot~~and ~~predict~~generally ~~what~~a ~~insurance~~leverage ~~assessment~~ratio ~~rates~~of ~~will~~4.0% or greater. An institution is “undercapitalized” if it has a total risk-based capital ratio of less than 8.0%, a Tier 1 risk-based capital ratio of less than 4.0%, or generally a leverage ratio of less than 4.0%. An institution is deemed to be “significantly undercapitalized” if it has a total risk-based capital ratio of less than 6.0%, a Tier 1 risk-based capital ratio of less than 3.0%, or a leverage ratio of less than 3.0%. An institution is considered to be “critically undercapitalized” if it has a ratio of tangible equity (as defined in the ~~future~~regulations) to total assets that is equal to or less than 2.0%. As of December 31, 2013, the Bank was classified as a “well capitalized” institution.

~~Insurance~~“Undercapitalized” ofbanks ~~deposits~~must ~~may~~adhere to growth, capital distribution (including dividend) and other limitations and are required to submit a capital restoration plan. A bank’s compliance with such a plan is required to be ~~terminated~~guaranteed by any company that controls the ~~FDIC~~undercapitalized institution ~~upon~~in aan ~~finding~~amount ~~that~~equal to the lesser of 5.0% of the institution’s ~~has~~total ~~engaged~~assets inwhen ~~unsafe~~deemed undercapitalized or ~~unsound~~the ~~practices~~amount necessary to achieve the status of adequately capitalized. If an “undercapitalized” bank fails to submit an acceptable plan, it is intreated anas ~~unsafe~~if orit ~~unsound~~is ~~condition~~“significantly toundercapitalized.” ~~continue~~“Significantly ~~operations~~undercapitalized” banks must comply with one or ~~has~~more of a number of additional restrictions, including but not limited to an order by ~~violated~~the ~~any~~Federal ~~applicable~~Deposit ~~law~~Insurance Corporation to sell sufficient voting stock to become adequately capitalized, ~~regulation~~requirements to reduce total assets, ~~rule~~cease ~~order~~receipt of deposits from correspondent banks or ~~regulatory~~dismiss ~~condition~~directors ~~imposed~~or inofficers, ~~writing.~~and Werestrictions doon interest ~~not~~rates ~~know~~paid on deposits, compensation of ~~any~~executive ~~practice,~~officers ~~condition~~and orcapital ~~violation~~distributions ~~that~~by ~~might~~the ~~lead~~parent holding company. “Critically undercapitalized” institutions are subject to ~~termination~~additional measures including, subject to a narrow exception, the appointment of ~~deposit~~a ~~insurance~~receiver or conservator within 270 days after it obtains such status.

InThe previously ~~addition~~discussed torule ~~the~~that ~~FDIC~~will ~~assessments,~~increase ~~the~~regulatory ~~Financing~~capital ~~Corporation~~requirements ~~(“FICO”)~~will isadjust ~~authorized~~the toprompt ~~impose~~corrective ~~and~~action ~~collect~~categories accordingly, ~~with~~ ~~the~~effective ~~approval~~January 1, of2015. Under the ~~FDIC,~~revised ~~assessments~~prompt ~~for~~corrective ~~anticipated~~action ~~payments~~requirements, ~~issuance~~insured ~~costs~~depository institutions ~~and~~would ~~custodial~~be ~~fees~~required onto ~~bonds~~meet ~~issued by~~ the ~~FICO~~following in ~~the~~order ~~1980s~~ to ~~recapitalize~~qualify ~~the~~as ~~former~~“well ~~Federal~~capitalized:” ~~Savings~~(1) a ~~and~~common ~~Loan~~equity ~~Insurance~~Tier ~~Corporation.~~1 ~~The~~risk-based ~~bonds~~capital ~~issued~~ratio byof ~~the~~at ~~FICO are~~least ~~due~~6.5%; to(2) a ~~mature~~Tier in1 ~~2017~~risk-based ~~through~~capital ~~2019.~~ratio ~~For~~of ~~the~~at ~~quarter~~least ~~ended~~8% ~~December~~(increased from 6%); (3) ~~31,~~a ~~2012,~~total ~~the~~risk-based ~~annualized~~capital ~~FICO~~ratio ~~assessment~~of ~~was~~at ~~equal~~least to(10%) (unchanged 66from ~~basis~~current ~~points~~rules) and (4) A Tier 1 leverage ratio of ~~total~~5% ~~assets~~or ~~less~~greater ~~tangible~~(unchanged ~~capital~~from current rules).

~~Privacy~~Transaction with Affiliates and Regulation W of the Federal Reserve Regulations. Transactions between banks and their affiliates are governed by federal law. An affiliate of a bank is any company or entity that controls, is controlled by or is under common control with the bank. In a holding company context, the parent bank holding company and any companies which are controlled by such parent holding company are affiliates of the bank (although subsidiaries of the bank itself, except financial subsidiaries, are generally not considered

Pursuant to the Gramm-Leach-Bliley Financial Modernization Act of 1999, FDIC regulations generally require that the Bank disclose its privacy policy, including identifying with whom it shares a customer’s “non-public personal information,” to customers at the time of establishing the customer relationship and annually thereafter. In addition, the Bank is required to provide its customers with the ability to “opt-out” of having their personal information shared with unaffiliated third parties and not to disclose account numbers or access codes to non-affiliated third parties for marketing purposes. The Bank currently has a privacy protection policy in place and believes that such policy is in compliance with the regulations. The privacy provisions of the Act affect how consumer information is transmitted through diversified financial companies and conveyed to outside vendors.

Community Reinvestment Act

Under the Community Reinvestment Act, or CRA, as amended and as implemented by FDIC regulations, a bank has a continuing and affirmative obligation, consistent with its safe and sound operation, to help meet the credit needs of its entire community, including low and moderate income neighborhoods. The CRA does not establish specific lending requirements or programs for financial institutions nor does it limit an institution’s discretion to develop the types of products and services that it believes are best suited to its particular community, consistent with the CRA. The CRA does require the FDIC, in connection with its examination of a bank, to assess the institution’s record of meeting the credit needs of its community and to take such record into account in its evaluation of certain applications by such institution, including applications to acquire branches and other financial institutions. The CRA requires the FDIC to provide a written evaluation of an institution’s CRA performance utilizing a four-tiered descriptive rating system. The Banks’ latest FDIC CRA rating was “Satisfactory.”

~~Massachusetts~~ affiliates). ~~has~~Generally, ~~its~~Section 23A ~~own~~of ~~statutory~~the ~~counterpart~~Federal toReserve Act and the ~~CRA~~Federal ~~which~~Reserve isBoard’s ~~also applicable~~Regulation W limits the extent to which the ~~Bank.~~bank ~~The~~or ~~Massachusetts~~its ~~version~~subsidiaries ismay ~~generally~~engage ~~similar~~in “covered totransactions” ~~the~~with ~~CRA~~any ~~but~~one ~~utilizes~~affiliate ato ~~five-tiered~~an ~~descriptive~~amount ~~rating~~equal ~~system~~to 10.0% ~~Massachusetts~~of ~~law~~such ~~requires~~institution’s ~~the~~capital ~~Massachusetts~~stock ~~Commissioner~~and ofsurplus, ~~Banks~~and towith ~~consider,~~all ~~but~~such ~~not~~transactions bewith ~~limited~~all affiliates to, ~~a bank’s~~an ~~record~~amount equal to 20.0% of ~~performance~~such ~~under~~institution’s capital ~~Massachusetts~~stock ~~law~~and insurplus. ~~considering~~Section 23B ~~any~~applies ~~application~~to by“covered ~~the~~transactions” ~~bank~~as well as to ~~establish~~certain aother ~~branch~~transactions and requires that all such transactions be on terms substantially the same, or ~~other~~at ~~deposit-taking~~least ~~facility~~as favorable, to ~~relocate~~the aninstitution or ~~office~~subsidiary oras those provided to ~~merge~~a ornon-affiliate. ~~consolidate~~The ~~with~~term or“covered ~~acquire~~transaction” includes the making of loans, purchase of assets from, and ~~assume~~issuance ~~the~~of a guarantee to an affiliate, and other similar transactions. Section 23B ~~liabilities~~transactions also include the provision of ~~any~~services and the sale of assets by a bank to an affiliate. In addition, loans or other ~~banking~~extensions of credit by the financial institution. ~~The~~to ~~Banks’~~the ~~most~~affiliate ~~recent~~are ~~rating~~required ~~under~~to ~~Massachusetts~~be ~~law~~collateralized ~~was~~in ~~“Satisfactory~~accordance with the requirements set forth in Section 23A of the Federal Reserve Act.”

~~Consumer~~Sections ~~Protection~~22(h) and ~~Fair~~(g) of ~~Lending~~the Federal ~~Regulations~~Reserve Act place restrictions on loans to a bank’s insiders, i.e., executive officers, directors and principal stockholders. Under Section 22(h) of the Federal Reserve Act, loans to a director, an executive officer and to a greater than 10.0% stockholder of a financial institution, and certain affiliated interests of these, together with all other outstanding loans to such person and affiliated interests, may not exceed specified limits. Section 22(h) of the Federal Reserve Act also requires that loans to directors, executive officers and principal stockholders be made on terms substantially the same as offered in comparable transactions to other persons and also requires prior board approval for certain loans. In addition, the aggregate amount of extensions of credit by a financial institution to insiders cannot exceed the institution’s unimpaired capital and surplus. Section 22(g) of the Federal Reserve Act places additional restrictions on loans to executive officers.

~~Massachusetts~~Enforcement. The Federal Deposit Insurance Corporation has extensive enforcement authority over insured state savings banks, ~~are~~including ~~subject~~the Bank. The enforcement authority includes, among other things, the ability to aassess ~~variety~~civil ofmoney ~~federal~~penalties, issue cease and ~~Massachusetts~~desist ~~statutes~~orders and ~~regulations~~remove directors ~~that~~and ~~are intended~~officers. toIn ~~protect~~general, ~~consumers~~these ~~and~~enforcement ~~prohibit~~actions ~~discrimination~~may be initiated in ~~the~~response ~~granting~~to violations of ~~credit.~~laws ~~These~~and ~~statutes~~regulations, breaches of fiduciary duty and ~~regulations~~unsafe ~~provide~~or ~~for~~unsound practices. The Federal Deposit Insurance Corporation is required, with certain exceptions, to appoint a ~~range~~receiver ofor ~~sanctions~~conservator for an insured state non-~~compliance~~member ~~with~~bank ~~their~~if ~~terms,~~that ~~including~~bank ~~imposition~~was of“critically ~~administrative~~undercapitalized” ~~fines~~on ~~and~~average ~~remedial orders,~~during ~~and~~the ~~referral~~calendar toquarter beginning 270 days after the ~~Attorney~~date ~~General~~on which the institution became “critically undercapitalized.” The Federal Deposit Insurance Corporation may also appoint itself as conservator or receiver for ~~prosecution~~an insured state non-member bank under specified circumstances, including: (1) insolvency; (2) substantial dissipation of aassets ~~civil~~or ~~action~~earnings ~~for~~through ~~actual~~violations ~~and~~of ~~punitive~~law ~~damages~~or ~~and~~unsafe ~~injunctive~~or ~~relief.~~unsound ~~Certain~~practices; (3) existence of ~~these~~an ~~statutes~~unsafe ~~authorize~~or ~~private~~unsound ~~individual~~condition ~~and~~to ~~class~~transact ~~action~~business; ~~lawsuits~~(4) insufficient ~~and~~capital; or (5) the ~~award~~incurrence of losses ~~actual,~~that ~~statutory and~~will ~~punitive~~deplete ~~damages~~substantially ~~and~~all ~~attorneys~~of the institution’s ~~fees~~capital ~~for~~with ~~certain~~no ~~types~~reasonable prospect of ~~violations~~replenishment without federal assistance.

~~USA~~Federal ~~Patriot~~Insurance ~~Act~~of Deposit Accounts. The Bank is a member of the Deposit Insurance Fund, which is administered by the Federal Deposit Insurance Corporation. Deposit accounts in the Bank are insured up to a maximum of $250,000 for each separately insured depositor.

The Federal ~~Bank~~Deposit isInsurance ~~subject~~Corporation toimposes ~~the~~an ~~USA~~assessment ~~PATRIOT~~for ~~Act,~~deposit ~~which~~insurance ~~gives~~on all depository institutions. Under the ~~federal~~Federal ~~government~~Deposit ~~new~~Insurance ~~powers~~Corporation’s torisk-based ~~address~~assessment ~~terrorist~~system, ~~threats through~~insured ~~enhanced~~institutions ~~domestic~~are ~~security~~assigned ~~measures,~~to ~~expanded~~risk categories ~~surveillance~~based ~~powers~~on supervisory evaluations, ~~increased~~regulatory ~~information~~capital ~~sharing,~~levels and ~~broadened~~certain ~~anti-money~~other ~~laundering requirements~~factors. ByAn ~~way~~institution’s ofassessment ~~amendments~~rate todepends upon the ~~Bank~~category ~~Secrecy~~to ~~Act~~which it is assigned and certain adjustments specified by Federal Deposit Insurance Corporation regulations, ~~Title~~with ~~III~~less risky institutions paying lower rates. Assessment rates (inclusive of ~~the~~possible ~~USA~~adjustments) ~~PATRIOT~~currently ~~Act~~range ~~takes~~from ~~measures intended~~2 1/2 to ~~encourage~~45 ~~information~~basis ~~sharing~~points ~~among~~of ~~bank~~each ~~regulatory~~institution’s ~~agencies~~total ~~and~~assets ~~law~~less ~~enforcement~~tangible ~~bodies~~capital. ~~Further~~The Federal Deposit Insurance Corporation may increase or decrease the scale uniformly, ~~certain~~except ~~provisions~~that ofno ~~Title~~adjustment ~~III~~can ~~impose~~deviate ~~affirmative~~more ~~obligations~~than ontwo abasis ~~broad~~points ~~range~~from ofthe ~~financial~~base ~~institutions,~~scale ~~including~~without ~~banks,~~notice ~~thrifts,~~and comment rulemaking. The Federal Deposit Insurance Corporation’s current system ~~brokers,~~represents ~~dealers~~a change, ~~credit~~required ~~unions,~~by ~~money~~the ~~transfer~~Dodd-Frank ~~agents~~Act, ~~and~~from ~~parties~~its ~~registered~~prior ~~under~~practice of basing the ~~Commodity~~assessment ~~Exchange~~on ~~Act~~an institution’s volume of deposits.

The Dodd-Frank Act increased the minimum target Deposit Insurance Fund ratio from 1.15% of estimated insured deposits to 1.35% of estimated insured deposits. The Federal Deposit Insurance Corporation must seek to

achieve the 1.35% ratio by September 30, 2020. Insured institutions with assets of $10 billion or more are supposed to fund the increase. The Dodd-Frank Act eliminated the 1.5% maximum fund ratio, instead leaving it to the discretion of the Federal Deposit Insurance Corporation and the Federal Deposit Insurance Corporation has recently exercised that discretion by establishing a long range fund of 2%.

The Federal Deposit Insurance Corporation has authority to increase insurance assessments. A significant increase in insurance premiums would likely have an adverse effect on the operating expenses and results of operations of the Bank. Future insurance assessment rates cannot be predicted.

Insurance of deposits may be terminated by the Federal Deposit Insurance Corporation upon a finding that the institution has engaged in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, regulation, rule order or regulatory condition imposed in writing. We do not know of any practice, condition or violation that might lead to termination of deposit insurance.

In addition to the Federal Deposit Insurance Corporation assessments, the Financing Corporation (“FICO”) is authorized to impose and collect, with the approval of the Federal Deposit Insurance Corporation, assessments for anticipated payments, issuance costs and custodial fees on bonds issued by the FICO in the 1980s to recapitalize the former Federal Savings and Loan Insurance Corporation. The bonds issued by the FICO are due to mature in 2017 through 2019. For the quarter ended December 31, 2013, the annualized FICO assessment was equal to 64 basis points of total assets less tangible capital.

Privacy Regulations. Federal Deposit Insurance Corporation regulations generally require that the Bank disclose its privacy policy, including identifying with whom it shares a customer’s “non-public personal information,” to customers at the time of establishing the customer relationship and annually thereafter. In addition, the Bank is required to provide its customers with the ability to “opt-out” of having their personal information shared with unaffiliated third parties and not to disclose account numbers or access codes to non-affiliated third parties for marketing purposes. The Bank currently has a privacy protection policy in place and believes that such policy is in compliance with the regulations.

Community Reinvestment Act. Under the Community Reinvestment Act, or CRA, as implemented by Federal Deposit Insurance Corporation regulations, a non-member bank has a continuing and affirmative obligation, consistent with its safe and sound operation, to help meet the credit needs of its entire community, including low and moderate income neighborhoods. The CRA does not establish specific lending requirements or programs for financial institutions nor does it limit an institution’s discretion to develop the types of products and services that it believes are best suited to its particular community, consistent with the CRA. The CRA does require the Federal Deposit Insurance Corporation, in connection with its examination of a non-member bank, to assess the institution’s record of meeting the credit needs of its community and to take such record into account in its evaluation of certain applications by such institution, including applications to acquire branches and other financial institutions. The CRA requires the Federal Deposit Insurance Corporation to provide a written evaluation of an institution’s CRA performance utilizing a four-tiered descriptive rating system. The Bank’s latest Federal Deposit Insurance Corporation CRA rating was “Satisfactory.”

Massachusetts has its own statutory counterpart to the CRA which is also applicable to the Bank. The Massachusetts version is generally similar to the CRA but utilizes a five-tiered descriptive rating system. Massachusetts law requires the Massachusetts Commissioner of Banks to consider, but not be limited to, a bank’s record of performance under Massachusetts law in considering any application by the bank to establish a branch or other deposit-taking facility, to relocate an office or to merge or consolidate with or acquire the assets and assume the liabilities of any other banking institution. The Bank’s most recent rating under Massachusetts law was “Satisfactory.”

Consumer Protection and Fair Lending Regulations. Massachusetts savings banks are subject to a variety of federal and Massachusetts statutes and regulations that are intended to protect consumers and prohibit discrimination in the granting of credit. These statutes and regulations provide for a range of sanctions for non-compliance with their terms, including imposition of administrative fines and remedial orders, and referral to the Attorney General for prosecution of a civil action for actual and punitive damages and injunctive relief. Certain of these statutes authorize private individual and class action lawsuits and the award of actual, statutory and punitive damages and attorneys’ fees for certain types of violations.

USA Patriot Act. The Bank is subject to the USA PATRIOT Act, which gave federal agencies additional powers to address terrorist threats through enhanced domestic security measures, expanded surveillance powers, increased information sharing, and broadened anti-money laundering requirements. By way of amendments to the Bank Secrecy Act, Title III of the USA PATRIOT Act provided measures intended to encourage information sharing among bank regulatory agencies and law enforcement bodies. Further, certain provisions of Title III impose affirmative obligations on a broad range of financial institutions, including banks, thrifts, brokers, dealers, credit unions, money transfer agents, and parties registered under the Commodity Exchange Act.

Other Regulations

Interest and other charges collected or contracted for by the Bank are subject to state usury laws and federal laws concerning interest rates. Loan operations are also subject to state and federal laws applicable to credit transactions, such as the:

•

Home Mortgage Disclosure Act of 1975, requiring financial institutions to provide information to enable the public and public officials to determine whether a financial institution is fulfilling its obligation to help meet the housing needs of the community it serves;

•

Equal Credit Opportunity Act, prohibiting discrimination on the basis of race, creed or other prohibited factors in extending credit;

•

Fair Credit Reporting Act of 1978, governing the use and provision of information to credit reporting agencies;

•

Massachusetts Debt Collection Regulations, establishing standards, by defining unfair or deceptive acts or practices, for the collection of debts from persons within the Commonwealth of Massachusetts and the General Laws of Massachusetts, Chapter 167E, which governs the Bank’s lending powers; and

•

Rules and regulations of the various federal and state agencies charged with the responsibility of implementing such federal and state laws.

The deposit operations of the Bank also are subject to, among others, the:

•

Right to Financial Privacy Act, which imposes a duty to maintain confidentiality of consumer financial records and prescribes procedures for complying with administrative subpoenas of financial records;

•

Check Clearing for the 21st Century Act (also known as “Check 21”), which gives “substitute checks,” such as digital check images and copies made from that image, the same legal standing as the original paper check;

21• Electronic Funds Transfer Act and Regulation E promulgated thereunder, and, as to East Boston Savings Bank Chapter 167B of the General Laws of Massachusetts, which govern automatic deposits to and withdrawals from deposit accounts and customers’ rights and liabilities arising from the use of automated teller machines and other electronic banking services; and

• Electronic Funds Transfer Act and Regulation E promulgated thereunder, and, as to the Bank Chapter 167B of the General Laws of Massachusetts, which govern automatic deposits to and withdrawals from deposit accounts and customers’ rights and liabilities arising from the use of automated teller machines and other electronic banking services; and

•

General Laws of Massachusetts, Chapter 167D, which governs the Bank’s deposit powers.

Federal Reserve System

The Federal Reserve Board regulations require depository institutions to maintain non-interest-earning reserves against their transaction accounts (primarily NOW and regular checking accounts). The Federal Reserve Board regulations generally require that reserves be maintained against aggregate transaction accounts as follows: for that portion of transaction accounts aggregating $7989.50 million or less (which may be adjusted by the Federal Reserve Board) the reserve requirement is 3.0%; and the amounts greater than $7989.50 million require a 10.0% reserve (which may be adjusted annually by the Federal Reserve Board between 8.0% and 14.0%). The first $1213.43 million of otherwise reservable balances (which may be adjusted by the Federal Reserve Board) are exempted from the reserve requirements. The Bank is in compliance with these requirements.

Federal Home Loan Bank System

The Bank is a member of the Federal Home Loan Bank System, which consists of 12 regional Federal Home Loan Banks. The Federal Home Loan Bank provides a central credit facility primarily for member institutions. Members of the Federal Home Loan Bank are required to acquire and hold shares of capital stock in the Federal Home Loan Bank. The Bank was in compliance with this requirement at December 31, 2012. Based on redemption provisions of the FHLB-Boston, the stock has no quoted market value and is carried at cost. The Bank reviews for impairment based on the ultimate recoverability of the cost basis of the FHLB-Boston stock. As of December 31, 2012, no impairment has been recognized.

At23 its discretion, the FHLB-Boston may declare dividends on the stock. The Federal Home Loan Banks are required to provide funds for certain purposes including the resolution of insolvent thrifts in the late 1980s and to contributing funds for affordable housing programs. These requirements could reduce the amount of dividends that the Federal Home Loan Banks pay to their members and result in the Federal Home Loan Banks imposing a higher rate of interest on advances to their members. As a result of losses incurred, the FHLB-Boston suspended and did not pay dividends in 2009 and 2010. However, the FHLB-Boston resumed payment of quarterly dividends in 2011 equal to an annual yield of 0.30% and continued to pay quarterly dividends in 2012 equal to an annual yield of 0.50%. There can be no assurance that such dividends will continue in the future. Further, there can be no assurance that the impact of recent or future legislation on the Federal Home Loan Banks also will not cause a decrease in the value of the FHLB-Boston stock held by the Bank.

institutions. Members of the Federal Home Loan Bank are required to acquire and hold shares of capital stock in the Federal Home Loan Bank. The Bank was in compliance with this requirement at December 31, 2013. Based on redemption provisions of the Federal Home Loan Bank of Boston, the stock has no quoted market value and is carried at cost. The Bank reviews for impairment based on the ultimate recoverability of the cost basis of the Federal Home Loan Bank of Boston stock. As of December 31, 2013, no impairment has been recognized.

At its discretion, the Federal Home Loan Bank of Boston may declare dividends on the stock. The Federal Home Loan Banks are required to provide funds for certain purposes including the resolution of insolvent thrifts in the late 1980s and to contributing funds for affordable housing programs. These requirements could reduce the amount of dividends that the Federal Home Loan Banks pay to their members and result in the Federal Home Loan Banks imposing a higher rate of interest on advances to their members. As a result of losses incurred, the Federal Home Loan Bank of Boston suspended and did not pay dividends in 2009 and 2010. However, the Federal Home Loan Bank of Boston resumed payment of quarterly dividends in 2011 equal to an annual yield of 0.30% and continued to pay quarterly dividends in 2012 equal to an annual yield of 0.50% and in 2013 equal to an annual yield of 0.38%. There can be no assurance that such dividends will continue in the future. Further, there can be no assurance that the impact of recent or future legislation on the Federal Home Loan Banks also will not cause a decrease in the value of the Federal Home Loan Bank of Boston stock held by the Bank.

Holding Company Regulation

The Company and Meridian are subject to examination, regulation, and periodic reporting under the Bank Holding Company Act of 1956, as amended, as administered by the Federal Reserve Board. The Company and Meridian are required to obtain the prior approval of the Federal Reserve Board to acquire all, or substantially all, of the assets of any bank or bank holding company. Prior Federal Reserve Board approval ~~would~~is be required for the Company orand Meridian to acquire direct or indirect ownership or control of any voting securities of any bank or bank holding company if, after such acquisition, it would, directly or indirectly, own or control more than 5% of any class of voting shares of the bank or bank holding company. In addition to the approval of the Federal Reserve Board, prior approval ~~may~~is also be necessary from other agencies having supervisory jurisdiction over the bank to be acquired before any bank acquisition can be completed.

A bank holding company is generally prohibited from engaging in non-banking activities, or acquiring, direct or indirect control of more than 5% of the voting securities of any company engaged in non-banking activities. One of the principal exceptions to this prohibition is for activities found by the Federal Reserve Board to be so closely related to banking or managing or controlling banks as to be a proper incident thereto. Some of the principal activities that the Federal Reserve Board has determined by regulation to be so closely related to banking are: (i) making or servicing loans; (ii) performing certain data processing services; (iii) providing discount brokerage services; (iv) acting as fiduciary, investment or financial advisor; (v) leasing personal or real property; (vi) making investments in corporations or projects designed primarily to promote community welfare; and (vii) acquiring a savings and loan association whose direct and indirect activities are limited to those permitted for bank holding companies.

22The Gramm-Leach-Bliley Act of 1999 authorized a bank holding company that meets specified conditions, including being “well capitalized” and “well managed,” to opt to become a “financial holding company” and thereby engage in a broader array of financial activities than previously permitted. Such activities can include insurance underwriting and investment banking.

The Company and Meridian are subject to the Federal Reserve Board’s capital adequacy guidelines for bank holding companies (on a consolidated basis) which have historically been similar to, though less stringent than, those of the Federal Deposit Insurance Corporation for the Bank. The Dodd-Frank Act, however, required the Federal Reserve Board to promulgate consolidated capital requirements for depository institution holding companies that are no less stringent, both quantitatively and in terms of components of capital, than those applicable to institutions themselves. Instruments such as cumulative preferred stock and trust preferred securities would no longer be includable as Tier 1 capital, as is currently the case with bank holding companies, subject to certain grandfathering rules. The previously discussed final rule regarding regulatory capital requirements implements the Dodd-Frank Act as to bank holding company capital standards. Consolidated

~~banking~~regulatory ~~are:~~capital ~~(i) making~~requirements oridentical ~~servicing~~to ~~loans;~~those ~~(ii) performing~~applicable ~~certain~~to ~~data~~the ~~processing~~subsidiary ~~services;~~banks ~~(iii) providing~~will ~~discount~~apply ~~brokerage~~to ~~services;~~bank holding companies (~~iv) acting~~with asgreater ~~fiduciary,~~than ~~investment or~~$500 ~~financial~~million ~~advisor;~~of (vassets) ~~leasing~~ ~~personal~~as orof ~~real property; (vi)~~January ~~making~~1, ~~investments~~2015. As inis ~~corporations~~the orcase ~~projects~~with ~~designed~~institutions ~~primarily~~themselves, tothe ~~promote~~capital ~~community~~conservation ~~welfare;~~buffer ~~and~~will ~~(vii) acquiring~~be aphased ~~savings~~in ~~and~~between ~~loan~~2016 ~~association whose direct~~ and ~~indirect~~ ~~activities are limited to those permitted for bank holding companies~~2019.

~~The~~A ~~Gramm-Leach-Bliley~~bank ~~Act~~holding company is generally required to give the Federal Reserve Board prior written notice of ~~1999~~ ~~authorizes~~any apurchase ~~bank~~or ~~holding~~redemption ~~company~~of ~~that~~then ~~meets~~outstanding ~~specified~~equity ~~conditions~~securities if the gross consideration for the purchase or redemption, ~~including~~when ~~being~~combined ~~“well~~with ~~capitalized”~~the ~~and~~net ~~“well~~consideration ~~managed~~paid for all such purchases or redemptions during the preceding 12 months,” tois ~~opt~~equal to ~~become~~10% aor ~~“financial~~more ~~holding~~of the company”’s ~~and~~consolidated ~~thereby~~net ~~engage~~worth. inThe Federal Reserve Board may disapprove such a ~~broader~~purchase ~~array~~or ofredemption if it determines that the proposal would constitute an unsafe and unsound practice, or would violate any law, regulation, Federal Reserve Board order or directive, or any condition imposed by, or written ~~financial~~agreement ~~activities~~with, ~~than~~the ~~previously~~Federal ~~permitted~~Reserve Board. ~~Such~~There ~~activities~~is ~~can~~an ~~include~~exception ~~insurance~~to ~~underwriting~~this ~~and~~approval ~~investment~~requirement ~~banking~~for well-capitalized bank holding companies that meet certain other conditions.

The ~~Company~~Federal ~~and~~Reserve ~~Meridian~~Board ~~are~~has ~~subject~~issued toa policy statement regarding capital distributions, including dividends, by bank holding companies. In general, the Federal Reserve Board’s ~~capital~~policies ~~adequacy~~provide ~~guidelines~~that ~~for~~dividends ~~bank~~should ~~holding~~be ~~companies~~paid ~~(on~~only aout ~~consolidated~~of ~~basis)~~current ~~which~~earnings ~~are~~and ~~similar~~only ~~to,~~if ~~though~~the ~~less~~prospective ~~stringent~~rate ~~than, those~~ of ~~the~~earnings ~~FDIC~~retention ~~for~~by the ~~Bank.~~bank ~~The~~holding ~~Dodd-Frank~~company ~~Act,~~appears ~~however~~consistent with the organization’s capital needs, ~~requires~~asset ~~the~~quality and overall financial condition. The Federal Reserve Board’s topolicies ~~promulgate~~also ~~consolidated~~require ~~capital~~that ~~requirements~~a ~~for~~bank ~~depository~~holding ~~institution~~company ~~holding~~serve ~~companies~~as ~~that~~a ~~are~~source noof ~~less~~financial ~~stringent,~~strength ~~both~~to ~~quantitatively~~its ~~and~~subsidiary inbanks ~~terms~~by standing ofready ~~components~~to ofuse available resources to provide adequate capital, ~~than~~funds to those ~~applicable~~banks toduring ~~institutions~~periods ~~themselves.~~of ~~Instruments~~financial ~~such~~stress asor ~~cumulative~~adversity ~~preferred~~and ~~stock~~by maintaining the financial flexibility and ~~trust~~capital-raising ~~preferred~~capacity ~~securities~~to ~~will~~obtain noadditional ~~longer~~resources befor ~~includable~~assisting its assubsidiary ~~Tier~~banks 1where ~~capital,~~necessary. asThe isDodd-Frank ~~currently~~Act codified the ~~case~~source ~~with~~of ~~bank~~strength ~~holding companies~~doctrine. ~~Instruments~~Under ~~issued~~the byprompt ~~May 19~~corrective action laws, ~~2010~~the ~~should~~ability of a bank holding company to pay dividends may be ~~grandfathered~~restricted ~~for~~if ~~mutual~~a ~~holding~~subsidiary ~~companies~~bank becomes undercapitalized. ~~The~~These ~~Federal~~regulatory ~~Reserve~~policies ~~Board~~could ~~issued~~affect ~~proposed~~the ~~rules~~ability ~~that~~of ~~would~~the ~~implement~~Company ~~this~~or ~~requirement~~Meridian ~~but~~to ~~such~~pay ~~rules~~dividends ~~had~~or ~~not~~otherwise ~~been~~engage ~~finalized~~in ascapital ~~of December 31, 2012~~distributions.

AUnder ~~bank holding company is generally required to give~~ the Federal ~~Reserve~~Deposit ~~Board~~Insurance ~~prior written~~Act, ~~notice~~depository ofinstitutions ~~any~~are ~~purchase~~liable orto ~~redemption~~the ofFederal ~~then~~Deposit ~~outstanding~~Insurance ~~equity~~Corporation ~~securities if the gross consideration~~ for ~~the~~losses ~~purchase~~suffered or ~~redemption,~~anticipated ~~when~~by ~~combined with~~ the ~~net~~Federal ~~consideration~~Deposit ~~paid~~Insurance ~~for~~Corporation ~~all~~in connection ~~such~~with ~~purchases or redemptions during~~ the ~~preceding~~default ~~12 months, is equal to 10% or more~~ of ~~the company’s consolidated net worth. The Federal Reserve Board may disapprove such~~ a ~~purchase~~commonly orcontrolled ~~redemption~~depository ifinstitution ~~it determines that the proposal would constitute an unsafe and unsound practice,~~ or ~~would violate~~ any ~~law,~~assistance ~~regulation,~~provided ~~Federal Reserve Board order or directive, or any condition imposed~~ by, ~~or written agreement with,~~ the Federal ~~Reserve~~Deposit ~~Board.~~Insurance ~~The~~Corporation ~~Federal~~to ~~Reserve~~such ~~Board has adopted~~ an ~~exception~~institution toin ~~this~~danger ~~approval~~of ~~requirement for well-capitalized bank holding companies that meet certain other conditions~~default.

The Federal Reserve Board has issued a policy statement regarding capital distributions, including dividends, by bank holding companies. In general, the Federal Reserve Board’s policies provide that dividends should be paid only out of current earnings and only if the prospective rate of earnings retention by the bank holding company appears consistent with the organization’s capital needs, asset quality and overall financial condition. The Federal Reserve Board’s policies also require that a bank holding company serve as a source of financial strength to its subsidiary banks by standing ready to use available resources to provide adequate capital funds to those banks during periods of financial stress or adversity and by maintaining the financial flexibility and capital-raising capacity to obtain additional resources for assisting its subsidiary banks where necessary. The Dodd-Frank Act codified the source of strength doctrine and required the issuance of implementing regulations. Under the prompt corrective action laws, the ability of a bank holding company to pay dividends may be restricted if a subsidiary bank becomes undercapitalized. These regulatory policies could affect the ability of the Company or Meridian to pay dividends or otherwise engage in capital distributions.

Under the Federal Deposit Insurance Act, depository institutions are liable to the FDIC for losses suffered or anticipated by the FDIC in connection with the default of a commonly controlled depository institution or any assistance provided by the FDIC to such an institution in danger of default.

The status of the Company and Meridian as registered bank holding companies under the Bank Holding Company Act does not exempt them from certain federal and state laws and regulations applicable to corporations generally, including, without limitation, certain provisions of the federal securities laws.

~~The~~Massachusetts Holding Company, ~~Meridian~~Regulation. ~~and~~Under the ~~Bank~~Massachusetts ~~will~~banking belaws, ~~affected~~a bycompany ~~the~~owning ~~monetary~~or controlling ~~and~~two ~~fiscal~~or ~~policies~~more ofbanking ~~various~~institutions, ~~agencies~~including ofa ~~the~~savings ~~United States Government~~bank, ~~including~~is ~~the~~regulated ~~Federal~~as ~~Reserve~~a ~~System~~bank holding company. InThe ~~view~~term of“company” ~~changing~~is ~~conditions~~defined inby the ~~national~~Massachusetts ~~economy~~banking ~~and~~laws insimilarly to the ~~money~~definition ~~markets,~~of it“company” isunder ~~impossible~~the Bank ~~for~~Holding ~~management~~Company toAct. ~~accurately~~Each ~~predict~~Massachusetts ~~future~~bank ~~changes~~holding incompany: ~~monetary~~(i) must ~~policy~~obtain orthe approval of the ~~effect~~Massachusetts Board of Bank Incorporation before engaging in certain transactions, such ~~changes~~ onas the ~~business~~acquisition orof ~~financial~~more ~~condition~~than 5% of the ~~Company~~voting stock of another banking institution; (ii) must register, ~~Meridian~~and file reports, with the Massachusetts Commissioner of Banks; and (iii) is subject to examination by the ~~Bank~~Massachusetts Commissioner of Banks.

Massachusetts Holding Company Regulation

Under the Massachusetts banking laws, a company owning or controlling two or more banking institutions, including a savings bank, is regulated as a bank holding company. The term “company” is defined by the Massachusetts banking laws similarly to the definition of “company” under the Bank Holding Company Act. Each Massachusetts bank holding company: (i) must obtain the approval of the Massachusetts Board of Bank Incorporation before engaging in certain transactions, such as the acquisition of more than 5% of the voting stock of another banking institution; (ii) must register, and file reports, with the Division; and (iii) is subject to examination by the Division. In addition, a Massachusetts mutual holding company: (i) may invest in the stock of one or more banking institutions; (ii) may merge with or acquire a mutual banking institution; (iii) may merge with or acquire another bank holding company provided that any such holding company has a subsidiary banking institution; (iv) may invest in a corporation; (v) must register, and file reports, with the Division; (vi) may engage directly or indirectly only in activities permitted by law for a Massachusetts bank holding company; and (vii) may take any action with respect to any securities of any subsidiary banking institution which are held by such mutual holding company.

Federal Securities Laws

~~Our~~The Company’s common stock is registered with the Securities and Exchange Commission under Section 12(b) of the Securities Exchange Act of 1934~~, as amended~~. We are subject to the information, proxy solicitation, insider trading restrictions, and other requirements under the Exchange Act.

Sarbanes-Oxley Act of 2002

The Sarbanes-Oxley Act of 2002 ~~addresses,~~is ~~among~~intended ~~other~~to ~~issues,~~improve corporate ~~governance~~responsibility, ~~auditing~~to ~~and~~provide ~~accounting,~~for ~~executive~~enhanced ~~compensation,~~penalties ~~and~~for accounting ~~enhanced~~ and ~~timely~~auditing ~~disclosure~~improprieties ofat ~~corporate~~publicly ~~information.~~traded Ascompanies ~~directed~~and byto ~~the~~protect ~~Sarbanes-Oxley~~investors ~~Act~~by ofimproving ~~2002,~~ the ~~Company’s~~accuracy ~~Chief Executive Officer~~ and ~~Chief~~reliability ~~Financial~~of ~~Officer~~corporate ~~each~~disclosures ~~are~~pursuant ~~required~~ to ~~certify that~~ the ~~Company’s~~securities ~~quarterly and Annual Reports do not contain any untrue statement of a material fact~~laws. ~~The~~We ~~rules~~have ~~adopted~~policies, byprocedures ~~the Securities~~ and ~~Exchange~~systems ~~Commission~~designed ~~under~~to ~~the~~comply ~~Sarbanes-Oxley~~with ~~Act of 2002 have several requirements, including having~~ these ~~officers certify that: they are responsible for establishing~~regulations, ~~maintaining~~ and ~~regularly~~we ~~evaluating~~review ~~the effectiveness of our internal controls; they have made certain disclosures to our auditors~~ and ~~the~~document ~~audit~~such ~~committee~~policies, ofprocedures ~~the Board of Directors about our internal controls;~~ and ~~they~~systems ~~have~~to ~~included~~ensure ~~information~~continued incompliance ~~our~~with ~~quarterly~~these ~~and Annual Reports about their evaluation and whether there have been significant changes in our internal controls or in other factors that could significantly affect internal controls~~regulations.

Federal Income Taxation

General

The Company reports its income on a calendar year basis using the accrual method of accounting. The federal income tax laws apply to the Company in the same manner as to other corporations with some exceptions, including the reserve for bad debts discussed below. The following discussion of tax matters is intended only as a summary and does not purport to be a comprehensive description of the tax rules applicable to the Company. The Company’s federal income tax returns have been either audited or closed under the statute of limitations through December 31, 2008. For its 2012 tax year, the Bank’s maximum federal income tax rate was 35%.

Bad Debt Reserves

For taxable years beginning before January 1, 1996, thrift institutions that qualified under certain definitional tests and other conditions of the Internal Revenue Code were permitted to use certain favorable provisions to calculate their deductions from taxable income for annual additions to their bad debt reserve. A reserve could be established for bad debts on qualifying real property loans, generally secured by interests in real property improved or to be improved, under the percentage of taxable income method or the experience method. The reserve for non-qualifying loans was computed using the experience method. Federal legislation enacted in 1996 repealed the reserve method of accounting for bad debts and the percentage of taxable income method for tax years beginning after 1995 and required savings institutions to recapture or take into income certain portions

of their accumulated bad debt reserves. However, those bad debt reserves accumulated prior to 1988 (“Base Year Reserves”) were not required to be recaptured unless the savings institution failed certain tests. At December 31, 2012, $9.8 million of the Bank’s accumulated bad debt reserves would not be recaptured into taxable income unless the Bank makes a “non-dividend distribution” to the Company as described below.

Distributions

If the Bank makes “non-dividend distributions” to the Company, the distributions will be considered to have been made from the Bank’s un-recaptured tax bad debt reserves, including the balance of its Base Year Reserves as of December 31, 1987, to the extent of the “non-dividend distributions,” and then from the Bank’s supplemental reserve for losses on loans, to the extent of those reserves, and an amount based on the amount distributed, but not more than the amount of those reserves, will be included in the Bank’s taxable income. Non-dividend distributions include distributions in excess of the Bank’s current and accumulated earnings and profits, as calculated for federal income tax purposes, distributions in redemption of stock and distributions in partial or complete liquidation. Dividends paid out of the Bank’s current or accumulated earnings and profits will not be so included in the Company’s taxable income.

The amount of additional taxable income triggered by a non-dividend is an amount that, when reduced by the tax attributable to the income, is equal to the amount of the distribution. Therefore, if the Bank makes a non-dividend distribution to the Company, approximately one and one-half times the amount of the distribution not in excess of the amount of the reserves would be includable in income for federal income tax purposes, assuming a 35% federal corporate income tax rate. The Bank does not intend to pay dividends that would result in a recapture of any portion of its bad debt reserves.

State Taxation

Financial institutions in Massachusetts are required to file combined income tax returns beginning with the year ended December 31, 2009. Starting in 2010, decreasing over a three year period, the Massachusetts excise tax rate for savings banks changed from 10.5% to 9.0% of federal taxable income, adjusted for certain items. Taxable income includes gross income as defined under the Internal Revenue Code, plus interest from bonds, notes and evidences of indebtedness of any state, including Massachusetts, less deductions, but not the credits, allowable under the provisions of the Internal Revenue Code, except for those deductions relating to dividends received and income or franchise taxes imposed by a state or political subdivision. Carryforwards and carrybacks of net operating losses and capital losses are not allowed. The Company’s state tax returns, as well as those of its subsidiaries, are not currently under audit.

A financial institution or business corporation is generally entitled to special tax treatment as a “security corporation” under Massachusetts law provided that: (a) its activities are limited to buying, selling, dealing in or holding securities on its own behalf and not as a broker; and (b) it has applied for, and received, classification as a “security corporation” by the Commissioner of the Massachusetts Department of Revenue. A security corporation that is also a bank holding company under the Internal Revenue Code must pay a tax equal to 0.33% of its gross income. A security corporation that is not a bank holding company under the Internal Revenue Code must pay a tax equal to 1.32% of its gross income. Prospect, Inc. is qualified as a security corporation. As such, it has received security corporation classification by the Massachusetts Department of Revenue; and does not conduct any activities deemed impermissible under the governing statutes and the various regulations, directives, letter rulings and administrative pronouncements issued by the Massachusetts Department of Revenue.

~~ITEM~~Change ~~1A.~~in ~~RISK~~Control ~~FACTORS~~Regulations

~~Risks~~Under ~~Related~~the Change in Bank Control Act, no person, or group of persons acting in concert, may acquire control of a bank holding company such as the Company or Meridian unless the Federal Reserve Board has been given 60 days’ prior written notice and not disapproved the proposed acquisition. The Federal Reserve Board considers several factors in evaluating a notice, including the financial and managerial resources of the acquirer and competitive effects. Control, as defined under the applicable regulations, means the power, directly or indirectly, to ~~Our~~direct ~~Business~~the management or policies of the company or to vote 25% or more of any class of voting securities of the company. Acquisition of more than 10% of any class of a bank holding company’s voting securities constitutes a rebuttable presumption of control under certain circumstances, including where the issuer has registered securities under Section 12 of the Securities Exchange Act of 1934.

~~Financial~~In addition, ~~reform~~federal ~~legislation~~regulations ~~recently enacted~~provide ~~will,~~that ~~among~~no ~~other~~company ~~things,~~may ~~tighten~~acquire ~~capital~~control ~~standards~~(as ~~and~~defined ~~result~~ in ~~new~~the ~~laws~~Bank ~~and~~Holding ~~regulations~~Company Act) of a bank holding company without the prior approval of the Federal Reserve Board. Any company that ~~are~~acquires ~~expected~~such control becomes a “bank company” subject to ~~increase~~registration, ~~our~~examination ~~costs~~and ofregulation ~~operations~~by the Federal Reserve Board.

~~The~~Taxation Dodd-Frank Wall Street Reform and Consumer Protection Act was enacted in 2010. This new law is significantly changing the current bank regulatory structure and affects the lending, deposit, investment, trading and operating activities of financial institutions and their holding companies. The Dodd-Frank Act requires various federal agencies to adopt a broad range of new implementing rules and regulations, and to prepare numerous studies and reports for Congress. The federal agencies are given significant discretion in drafting the implementing rules and regulations, and consequently, many of the details and much of the impacts of the Dodd-Frank Act may not be known for many months or years.

~~The~~Meridian, ~~Dodd-Frank~~the ~~Act created~~Company aand ~~new~~the ~~Consumer~~Bank ~~Financial~~are ~~Protection~~subject ~~Bureau with broad powers~~ to ~~supervise~~federal and ~~enforce~~state ~~consumer~~income ~~protection~~taxation ~~laws.~~in ~~The~~the ~~Consumer~~same ~~Financial~~general ~~Protection~~manner ~~Bureau~~as ~~has broad rule-making authority for a wide range of consumer protection laws that apply~~other ~~to all banks and savings institutions~~corporations, ~~including~~with ~~the~~some ~~authority~~exceptions todiscussed ~~prohibit “unfair, deceptive or abusive” acts and practices~~below. The ~~Consumer~~following ~~Financial~~discussion ~~Protection~~of ~~Bureau~~federal ~~has examination~~ and ~~enforcement~~state ~~authority~~taxation ~~over~~is ~~all~~intended ~~banks~~only ~~with more than $10 billion in assets. Banks with $10 billion or less in assets will continue~~ to besummarize ~~examined~~certain ~~for~~pertinent ~~compliance~~tax ~~with~~matters ~~the~~and ~~consumer~~is ~~laws~~not bya ~~their~~comprehensive ~~primary~~description ~~bank~~of ~~regulators. The Dodd-Frank Act also weakened~~ the ~~federal~~tax ~~preemption~~ rules ~~that~~applicable ~~have~~to ~~been~~Meridian, ~~applicable~~the ~~for~~Company ~~national banks~~ and ~~federal savings associations, and gives state attorneys general~~ the ~~ability to enforce federal consumer protection laws~~Bank.

~~The~~Federal ~~Dodd-Frank~~Taxation Act required minimum leverage (Tier 1) and risk based capital requirements for bank and savings and loan holding companies that are no less than those applicable to banks, which will exclude certain instruments that previously have been eligible for inclusion by bank holding companies as Tier 1 capital, such as trust preferred securities.

AGeneral. ~~provision~~The Company reports its income on a calendar year basis using the accrual method of accounting. The federal income tax laws apply to the ~~Dodd-Frank~~Company ~~Act~~in ~~eliminated,~~the same manner as ofto other ~~July 21,~~corporations ~~2011~~with some exceptions, including the ~~federal~~reserve ~~prohibitions~~for onbad ~~paying~~debts ~~interest~~discussed onbelow. ~~demand~~The ~~deposits,~~Company’s ~~thus~~federal ~~allowing~~income ~~businesses~~tax toreturns have ~~interest~~been ~~bearing~~either ~~checking~~audited ~~accounts. Depending~~or onclosed ~~competitive~~under ~~responses,~~the ~~this~~statute ~~significant~~of ~~change~~limitations tothrough ~~existing~~December 31, ~~law~~2009. ~~could~~For ~~have~~its 2013 antax ~~adverse~~year, ~~impact~~the onBank’s ~~our~~maximum ~~interest~~federal ~~expense~~income tax rate was 35%.

~~The~~Bad ~~Dodd-Frank~~Debt ~~Act~~Reserves. ~~also~~For taxable ~~broadened~~years ~~the~~beginning ~~base~~before ~~for~~January 1, ~~FDIC~~1996, ~~deposit~~thrift ~~insurance~~institutions ~~assessments.~~that ~~Assessments~~qualified ~~are~~under ~~now~~certain ~~based~~definitional ontests and other conditions of the ~~average~~Internal ~~consolidated~~Revenue ~~total~~Code ~~assets~~were ~~less~~permitted ~~tangible~~to ~~equity~~use ~~capital~~certain offavorable aprovisions ~~financial~~to calculate their ~~institution,~~deductions ~~rather~~from ~~than~~taxable ~~deposits.~~income ~~The~~for ~~Dodd-Frank~~annual ~~Act~~additions ~~also~~to ~~permanently~~their ~~increased~~bad ~~the~~debt ~~maximum~~reserve. ~~amount~~A ofreserve ~~deposit~~could ~~insurance~~be established for ~~banks,~~bad ~~savings~~debts ~~institutions~~on ~~and~~qualifying ~~credit~~real ~~unions~~property ~~to $250~~loans,~~000~~ ~~per~~generally ~~depositor,~~secured ~~retroactive~~by interests in real property improved or to ~~January 1,~~be ~~2009~~improved, ~~and~~under the ~~non-interest~~percentage ~~bearing~~of ~~transaction~~taxable ~~accounts~~income ~~had~~method ~~unlimited~~or ~~deposit~~the ~~insurance~~experience ~~through~~method. ~~December 31,~~The ~~2012~~reserve for non-qualifying loans was computed using the experience method. ~~The~~Federal legislation ~~also~~enacted ~~increased~~in ~~the~~1996 ~~required~~repealed ~~minimum~~the reserve ~~ratio~~method of accounting for bad debts and the percentage ~~Deposit~~of ~~Insurance~~taxable ~~Fund,~~income ~~from~~method ~~1.15%~~for tax years beginning after 1995 and required savings institutions to ~~1.35%~~recapture or take into income certain portions of ~~insured~~their ~~deposits~~accumulated bad debt reserves. However, ~~and~~those bad debt reserves accumulated prior to ~~directs~~1988 ~~the~~(“Base ~~FDIC~~Year Reserves”) were not required to ~~offset~~be recaptured unless the ~~effects~~savings institution failed certain tests. At December 31, 2013, $9.8 million of ~~increased~~the ~~assessments~~Bank’s onaccumulated ~~depository~~bad ~~institutions~~debt ~~with~~reserves ~~less~~would ~~than~~not ~~$10~~be ~~billion~~recaptured ininto taxable ~~assets~~income unless the Bank makes a “non-dividend distribution” to the Company as described below.

ItDistributions. isIf ~~difficult~~the Bank makes “non-dividend distributions” to ~~predict~~the atCompany, ~~this~~the ~~time~~distributions will ~~what~~be ~~specific~~considered ~~impact~~to have been made from the ~~Dodd~~Bank’s un-~~Frank~~recaptured ~~Act~~tax bad debt reserves, including the balance of its Base Year Reserves as of December 31, 1987, to the extent of the “non-dividend distributions,” and then from the ~~yet~~Bank’s supplemental reserve for losses on loans, to bethe ~~written~~extent ~~implementing~~of ~~rules~~those reserves, and ~~regulations~~an ~~will~~amount ~~have~~based on ~~community~~the ~~banks.~~amount ~~However~~distributed, itbut isnot ~~expected~~more ~~that~~than atthe ~~a minimum~~amount ~~they~~of those reserves, will ~~increase~~be ~~our~~included ~~operating~~in the Bank’s taxable income. Non-dividend distributions include distributions in excess of the Bank’s current and ~~compliance~~accumulated ~~costs~~earnings and ~~could~~profits, ~~increase~~as ~~our~~calculated ~~interest~~for ~~expense~~federal income tax purposes, distributions in redemption of stock and distributions in partial or complete liquidation. Dividends paid out of the Bank’s current or accumulated earnings and profits will not be so included in the Company’s taxable income.

Government responses to economic conditions may adversely affect our operations, financial condition and earnings.

The Company is subject to extensive regulation, supervision and examination by the Massachusetts Commissioner of Banks, the FDIC and the Federal Reserve Board. Such regulation and supervision governs the activities in which an institution and its holding company may engage and are intended primarily for the protection of the insurance fund and the depositors and borrowers of the Bank rather than for holders of the Company’s common stock. Regulatory authorities have extensive discretion in their supervisory and enforcement activities, including the imposition of restrictions on our operations, the classification of our assets and

~~determination~~The amount of additional taxable income triggered by a non-dividend is an amount that, when reduced by the ~~level~~tax ofattributable ~~our~~to ~~allowance~~the ~~for~~income, ~~loan~~is ~~losses~~equal to the amount of the distribution. ~~Any~~Therefore, ~~change~~if inthe ~~such~~Bank ~~regulation~~makes ~~and~~a ~~oversight~~non-dividend distribution to the Company, ~~whether~~approximately one and one-half times the amount of the distribution not in excess of the ~~form~~amount of ~~regulatory~~the ~~policy,~~reserves ~~regulations,~~would ~~legislation~~be orincludable ~~supervisory~~in ~~action~~income for federal income tax purposes, ~~may~~ ~~have~~assuming a ~~material~~35% ~~impact~~federal oncorporate ~~our~~income ~~operations~~tax rate. The Bank does not intend to pay dividends that would result in a recapture of any portion of its bad debt reserves.

~~Newly~~State ~~enacted~~Taxation. ~~financial~~Financial ~~reform~~institutions ~~legislation~~in ~~has~~Massachusetts ~~changed~~are ~~the~~required ~~bank~~to ~~regulatory~~file ~~framework,~~combined ~~created~~income antax ~~independent~~returns ~~consumer~~beginning ~~protection~~with ~~bureau~~the ~~that~~year ~~has~~ended ~~assumed~~December 31, ~~the~~2009. ~~consumer~~Starting ~~protection~~in ~~responsibilities~~2010, ofdecreasing ~~the~~over ~~various~~a ~~federal~~three ~~banking~~year ~~agencies~~period, ~~and~~the ~~established~~Massachusetts ~~more~~excise ~~stringent~~tax ~~capital~~rate ~~standards~~ for savings banks ~~and~~changed ~~bank~~from ~~holding companies~~10.5% ~~The~~to ~~legislation~~9.0% ~~will~~of ~~also~~federal ~~result~~taxable ~~in new regulations affecting the lending~~income, adjusted ~~funding,~~for ~~trading~~certain ~~and~~items. ~~investment~~Taxable ~~activities~~income ofincludes ~~banks~~gross ~~and~~income ~~bank~~as ~~holding~~defined ~~companies.~~under ~~Bank~~the ~~regulatory~~Internal ~~agencies~~Revenue ~~also~~Code, ~~have~~plus ~~been~~interest ~~responding~~from ~~aggressively~~bonds, tonotes ~~concerns~~ and ~~adverse~~ ~~trends~~evidences ~~identified~~of inindebtedness ~~examinations.~~of ~~Ongoing~~any ~~uncertainty~~state, ~~and~~including ~~adverse~~Massachusetts, ~~developments~~less indeductions, ~~the~~but ~~financial~~not ~~services industry and~~ the ~~domestic and international credit markets~~credits, allowable ~~and~~under the ~~effect~~provisions of ~~new~~the ~~legislation~~Internal ~~and~~Revenue ~~regulatory actions in response to these conditions~~Code, ~~may~~except ~~adversely~~for ~~affect~~those ~~our~~deductions ~~operations~~relating byto ~~restricting~~dividends ~~our~~received ~~business~~and ~~activities,~~income ~~including our ability to originate~~ or ~~sell~~franchise ~~loans,~~taxes ~~modify~~imposed ~~loan~~by ~~terms,~~a state or ~~foreclose~~political ~~on property securing loans~~subdivision. ~~These~~Carryforwards ~~measures~~and ~~are~~carrybacks ~~likely to increase our costs~~ of ~~doing~~net ~~business~~operating losses and ~~may~~capital ~~have~~losses aare ~~significant~~not ~~adverse~~allowed. ~~effect~~The onCompany’s ~~our~~state ~~lending~~tax ~~activities~~returns, ~~financial~~as ~~performance~~well ~~and~~as ~~operating~~those ~~flexibility. In addition, these risks could affect the performance and value~~ of ~~our~~its ~~loan and investment securities portfolios~~subsidiaries, ~~which~~are ~~also~~not ~~would~~currently ~~negatively~~under ~~affect our financial performance~~audit.

~~Furthermore,~~A ~~the~~financial ~~Board~~institution ofor ~~Governors of~~business ~~the~~corporation ~~Federal~~is ~~Reserve~~generally ~~System,~~entitled into anspecial ~~attempt~~tax totreatment ~~help~~as ~~the~~a ~~overall~~“security ~~economy,~~corporation” ~~has,~~under ~~among~~Massachusetts ~~other~~law ~~things~~provided that: (a) its activities are limited to buying, ~~kept~~selling, ~~interest~~dealing ~~rates~~in ~~low~~or ~~through~~holding securities on its ~~targeted~~own ~~federal~~behalf ~~funds~~and ~~rate~~not as a broker; and ~~the~~(b) it ~~purchase~~has ofapplied ~~mortgage-backed~~for, ~~securities.~~and Ifreceived, classification as a “security corporation” by the ~~Federal~~Commissioner ~~Reserve~~of ~~Board~~the ~~increases~~Massachusetts ~~the~~Department ~~federal~~of ~~funds~~Revenue. ~~rate,~~A ~~overall~~security ~~interest~~corporation ~~rates~~that ~~will~~is ~~likely~~also ~~rise,~~a ~~which~~bank ~~may~~holding ~~negatively~~company ~~impact~~under the ~~housing~~Internal ~~markets~~Revenue ~~and~~Code ~~the~~must Upay a tax equal to 0.S.33% ~~economic~~of ~~recovery~~its gross income. InA ~~addition,~~security ~~deflationary~~corporation ~~pressures,~~that ~~while~~is ~~possibly~~not ~~lowering~~a ~~our~~bank ~~operating~~holding ~~costs,~~company ~~could~~under ~~have~~the aInternal Revenue ~~significant~~Code ~~negative~~must ~~effect~~pay ona ~~our~~tax ~~borrowers~~equal to 1.32% of its gross income. Prospect, ~~especially~~Inc. ~~our~~is ~~business~~qualified ~~borrowers~~as a security corporation. As such, ~~and~~it has received security corporation classification by the ~~values~~Massachusetts Department of ~~underlying~~Revenue; ~~collateral~~and ~~securing~~does ~~loans~~not conduct any activities deemed impermissible under the governing statutes and the various regulations, ~~which~~directives, ~~could~~letter ~~negatively~~rulings ~~affect~~and ~~our~~administrative ~~financial~~pronouncements ~~performance~~issued by the Massachusetts Department of Revenue.

We have been negatively affected by current market and economic conditions. A continuation or worsening of these conditions could adversely affect our operations, financial condition and earnings.

Recent economic conditions have resulted in continued uncertainty in the financial markets and continued expectations of slow improvement in general economic conditions. Unemployment remains at very high levels with improvement at a slow rate beginning in late 2011. Our lending business is tied, in large part, to the housing market and real estate markets in general. The continuing housing slump has resulted in reduced demand for the construction of new housing, declines in home prices, and could ultimately result in increased delinquencies on our residential, commercial, multi-family and construction mortgage loans. Further, the ongoing concern about the stability of the financial markets in general has caused many lenders to reduce or cease providing funding to borrowers. These conditions may also cause a further reduction in loan demand, and increases in our non-performing assets, net charge-offs and provisions for loan losses, as well as adversely affect our liquidity and the willingness of certain counterparties and customers to do business with us. Continued negative developments in the financial services industry and the domestic and international credit markets may significantly affect the markets in which we do business, the market for and value of our loans and investments, and our ongoing operations, costs and profitability. Moreover, declines in the stock market in general, or stock values of financial institutions and their holding companies specifically, could adversely affect our stock performance.

Historically low interest rates may adversely affect our net interest income and profitability.

During the past four years it has been the policy of the Federal Reserve Board to maintain interest rates at historically low levels through its targeted federal funds rate and the purchase of mortgage-backed securities. As a result, market rates on the loans we have originated and the yields on securities we have purchased have been at lower levels than available prior to 2008. As a general matter, our interest-bearing liabilities reprice or mature

~~more~~ITEM ~~quickly than our interest-earning assets, which has been one factor contributing to the increase in our interest rate spread as interest rates decreased~~1A. ~~However,~~RISK our ability to lower our interest expense will be limited at these interest rate levels while the average yield on our interest-earning assets may continue to decrease. The Federal Reserve Board has recently indicated its intention to maintain low interest rates until the unemployment rate is 6.5% or lower. Accordingly, our net interest income may be adversely affected and may even decrease, which may have an adverse effect on our profitability. FACTORS

~~Actions~~Risks Related to ~~recapitalize~~Our ~~the~~Business ~~Deposit Insurance Fund could hurt our profits.~~

~~The~~A ~~Dodd-Frank~~worsening ~~Act increased the minimum target Deposit Insurance Fund ratio from 1.15%~~ of ~~estimated~~economic ~~insured deposits to~~conditions ~~1.35%~~could ofresult ~~estimated~~in ~~insured~~increases ~~deposits.~~in ~~The~~our ~~FDIC~~level ~~must seek to achieve the 1.35% ratio by September 30, 2020. Insured institutions with assets~~ of ~~$10~~non-performing ~~billion~~loans and/or ~~more~~reduce ~~are~~demand ~~supposed~~for toour ~~fund~~products ~~the~~and ~~increase. The Dodd-Frank Act eliminated the 1.5% maximum fund ratio~~services, ~~instead~~which ~~leaving~~could it to the discretion of the FDIC and the FDIC has recently exercised that discretion by establishing a long range fund ratio of 2%. The FDIC has authority to increase insurance assessments. A significant increase in insurance premiums would likely have an adverse effect on our ~~operating expenses and~~ results of operations. ~~We cannot predict what insurance assessment rates will be in the future.~~

~~Our~~Although ~~emphasis~~the onU.S. ~~commercial~~economy ~~real~~has ~~estate~~emerged from the severe recession that occurred in 2008 and 2009, ~~multi~~economic growth has been slow and unemployment levels remain high despite the Federal Reserve Board’s unprecedented efforts to encourage economic growth by maintaining low interest rates through its targeted federal funds rate and the purchase of U.S. Treasury and mortgage-~~family~~backed securities. Recovery by many businesses has been impaired by lower consumer spending. If the Federal Reserve Board increases the federal funds rate or more rapidly curtails its bond purchasing program, ~~commercial~~higher ~~business~~interest rates would likely result, which may reduce our loan originations, and ~~construction~~housing ~~lending~~markets ~~involves~~and ~~risks~~U. S. economic activity would be negatively affected.

InUnlike ~~recent~~larger ~~years,~~financial ~~the~~institutions ~~Company~~that ~~has~~are ~~focused~~more ongeographically ~~shifting~~diversified, ~~its~~our ~~asset~~profitability ~~mix~~depends ~~from~~on ~~increases in~~ the ~~one-to four-family~~general ~~residential~~economic ~~loan~~conditions ~~portfolio to increases~~ in ~~commercial~~the ~~real~~Boston ~~estate,~~metropolitan ~~multi-family,~~area. ~~commercial~~Local ~~business~~economic ~~and~~conditions ~~construction~~have a ~~loans.~~significant Asimpact ofon ~~December 31, 2012,~~ our commercial real estate, ~~multi-family, commercial business~~ and construction ~~loans~~ ~~totaled~~and ~~$1.296~~consumer ~~billion, or 71.7% of our loan portfolio. As a result, our credit risk profile is higher than traditional savings institutions that have higher concentrations of one-to four-family residential~~ loans~~. Also~~, ~~these~~the ~~types~~ability of ~~commercial~~ ~~lending~~the ~~activities,~~borrowers ~~while potentially more profitable than one-~~to ~~four-family~~repay ~~residential lending, are generally more sensitive to regional and local economic conditions, making loss levels more difficult to predict. Collateral evaluation and financial statement analysis in~~ these ~~types of~~ loans ~~requires a more detailed analysis at the time of loan underwriting~~ and ~~on an ongoing basis. A further decline in real estate values would reduce~~ the value of the ~~real estate~~ collateral ~~securing~~ our loans and increase the risk that we would incur losses if borrowers defaulted on their loans. In addition, the repayment of commercial real estate and multi-family loans generally is dependent, in large part, on the successful operation of the property securing ~~the~~these ~~loan or the business conducted on the property securing the loan. In addition, loan balances for commercial real estate, multi-family and construction~~ loans ~~are typically larger than those for permanent single-family and consumer loans~~. ~~Accordingly,~~Almost ~~when~~all ~~there are defaults and losses on these types~~ of ~~loans,~~our ~~they are often larger on a per loan basis than those for permanent one-to four-family residential and consumer~~ loans. ~~Commercial business loans expose us to additional risks since they typically~~ are ~~made on the basis of the borrower’s ability~~ to ~~make~~borrowers ~~repayments~~located ~~from~~in the greater ~~cash~~Boston, ~~flow~~Massachusetts ofmetropolitan ~~the~~area ~~borrower’s~~or ~~business and are~~ secured by ~~non-real estate~~ collateral ~~that~~located ~~may~~in ~~depreciate~~the ~~over~~greater ~~time. A secondary market for most types of commercial real estate~~Boston, ~~multi-family,~~Massachusetts ~~commercial~~metropolitan ~~business and construction loans is not readily liquid, so we have less opportunity to mitigate credit risk by selling part or all of our interest in these loans~~area.

~~Our~~A ~~construction~~further ~~loans~~deterioration ~~are~~in ~~based~~economic ~~upon~~conditions ~~estimates~~or ofa ~~costs~~prolonged ~~and~~delay ~~values~~in ~~associated~~economic ~~with~~recovery ~~the~~in ~~completed project. These estimates may be inaccurate. Construction lending involves additional risks when compared with permanent residential lending because funds are advanced upon~~ the ~~security~~market ofareas ~~the~~we ~~project~~serve, ~~which~~in isparticular ~~of uncertain value prior to its completion. Because of~~ the ~~uncertainties~~ ~~inherent~~greater ~~in estimating construction costs~~Boston, asMassachusetts ~~well~~metropolitan ~~as the market value of the completed project and the effects of governmental regulation of real property~~area, itcould isresult ~~relatively difficult to evaluate accurately the total funds required to~~in ~~complete a project and~~ the ~~related~~following ~~loan-to-value~~consequences, ~~ratio.~~any ~~This type~~ of ~~lending~~which ~~also~~could ~~typically~~have ~~involves higher loan principal amounts and is often concentrated with~~ a ~~small~~material ~~number~~adverse ofeffect ~~builders.~~on Inour ~~addition~~business, ~~generally~~financial ~~during the term of a construction loan~~condition, ~~interest~~liquidity may be funded by the borrower or disbursed from an interest reserve set aside from the construction loan budget. These loans often involve the disbursement of substantial funds with repayment substantially dependent on the success of the ultimate project and ~~the~~results ~~ability~~ of ~~the~~operations: ~~borrower to sell or lease the property or obtain permanent take-out~~

•

demand for our products and services may decline;

•

loan delinquencies, problem assets and foreclosures may increase;

•

collateral for loans, especially real estate, may decline further in value, in turn reducing customers’ borrowing power, reducing the value of assets and collateral associated with existing loans;

•

the value of our securities portfolio may decline;

•

the net worth and liquidity of loan guarantors may decline, impairing their ability to honor commitments to us; and

•

the amount of our low-cost or non-interest-bearing deposits may decrease.

Moreover, a significant decline in general economic conditions, caused by inflation, recession, acts of terrorism, an outbreak of hostilities or other international or domestic calamities, unemployment or other factors beyond our control could further impact these local economic conditions and could further negatively affect the financial results of our banking operations. In addition, deflationary pressures, while possibly lowering our operating costs, could have a significant negative effect on our borrowers, especially our business borrowers, and the values of underlying collateral securing loans, which could negatively affect our financial performance.

Our emphasis on commercial real estate, multi-family, commercial business and construction lending involves risks that could adversely affect our financial condition and results of operations.

In recent years, we have focused on shifting our asset mix from increases in the one- to four-family residential loan portfolio to increases in commercial real estate, multi-family, commercial business and construction loans. As of December 31, 2013, our commercial real estate, multi-family, commercial business and construction loans totaled $1.776 billion, or 77.5% of our loan portfolio. As a result, our credit risk profile is higher than traditional savings institutions that have higher concentrations of one- to four-family residential loans. Also, these types of commercial lending activities, while potentially more profitable than one- to four-family residential lending, are generally more sensitive to regional and local economic conditions, making loss levels more difficult to predict. Collateral evaluation and financial statement analysis in these types of loans requires a more detailed analysis at the time of loan underwriting and on an ongoing basis. A decline in real

~~financing,~~estate ~~rather~~values ~~than~~would reduce the ~~ability~~value of the ~~borrower~~real orestate ~~guarantor~~collateral tosecuring ~~repay~~our ~~principal~~loans and ~~interest~~increase the risk that we would incur losses if borrowers defaulted on their loans. IfIn ~~our~~addition, ~~appraisal~~the repayment of ~~the~~commercial ~~value~~real ofestate aand ~~completed~~multi-family ~~project~~loans ~~proves~~generally tois bedependent, ~~overstated~~in large part, weon ~~may~~the ~~have inadequate~~successful ~~security~~operation ~~for~~of the ~~repayment~~property ofsecuring the loan ~~upon~~or ~~completion~~the ofbusiness ~~construction~~conducted ofon the ~~project~~property ~~and~~securing ~~may~~the ~~incur~~loan. aIn ~~loss.~~addition, Aloan ~~“discounted~~balances for ~~cash~~commercial ~~flow~~real ~~analysis”~~estate, ismulti-family ~~utilized~~and construction loans are typically larger than those for ~~determining~~permanent ~~the~~single-family ~~value~~and ofconsumer ~~any~~loans. ~~construction~~Accordingly, ~~project~~when there are defaults and losses on these types of ~~five~~loans, orthey ~~more~~are often larger on a per ~~units.~~loan ~~Our~~basis ~~ability~~than tothose ~~continue~~for permanent one- to ~~originate~~four-family aresidential ~~significant~~and ~~amount~~consumer ofloans. ~~construction~~Commercial business loans isexpose ~~dependent~~us to additional risks since they typically are made on the ~~recovery~~basis of the ~~strength~~borrower’s ability to make repayments from the cash flow of the ~~housing~~borrower’s ~~market~~business and are secured by non-real estate collateral that may depreciate over time, may be illiquid and may fluctuate in ~~our~~value based on the success of the business. A secondary market ~~areas~~for most types of commercial real estate, multi-family, commercial business and construction loans is not readily liquid, so we have less opportunity to mitigate credit risk by selling part or all of our interest in these loans.

~~The~~Our ~~credit~~construction ~~risk~~loans ~~related~~are tobased ~~commercial~~upon ~~real~~estimates ~~estate~~of costs and ~~multi-family~~values ~~loans~~associated iswith ~~considered~~the tocompleted project. These estimates may be ~~greater~~inaccurate. ~~than~~Construction ~~the~~lending ~~risk~~involves ~~related to~~additional ~~one-to~~risks ~~four-family~~when ~~residential~~compared orwith ~~consumer~~permanent ~~loans~~residential lending because funds are advanced upon the ~~repayment~~security of ~~commercial~~the ~~real~~project, ~~estate~~which ~~loans~~is ~~and~~of ~~multi-family~~uncertain ~~typically~~value isprior ~~dependent~~to onits completion. Because of the uncertainties ~~income~~inherent ~~stream~~in estimating construction costs, as well as the market value of the completed project and the effects of governmental regulation of real ~~estate~~property, ~~securing~~it is relatively difficult to evaluate accurately the ~~loan~~total asfunds ~~collateral~~required to complete a project and the ~~successful~~related ~~operation~~loan-to-value ratio. This type of lending also typically involves higher loan principal amounts and is often concentrated with a small number of builders. In addition, generally during the ~~borrower’s~~term ~~business~~of a construction loan, ~~which~~interest ~~can~~may be ~~significantly~~funded ~~affected~~ by ~~conditions~~the inborrower ~~the~~or ~~real~~disbursed ~~estate~~from ~~markets~~an orinterest inreserve set aside from the ~~economy~~construction loan budget. ~~For~~These ~~example,~~loans ifoften involve the ~~cash~~disbursement ~~flow~~of ~~from~~substantial funds with repayment substantially dependent on the ~~borrower’s~~success ~~project~~of the isultimate ~~reduced~~project asand athe ~~result~~ability of ~~leases~~the ~~not~~borrower ~~being~~to ~~obtained~~sell or ~~renewed~~ lease the property or obtain permanent take-out financing, rather than the ability of the borrower’s ~~ability~~or guarantor to repay principal and interest. If our appraisal of the value of a completed project proves to be overstated, we may have inadequate security for the repayment of the loan upon completion of construction of the project and may beincur ~~impaired~~a loss. In addition, ~~some~~speculative ofconstruction ~~our~~loans ~~commercial~~to ~~real~~a ~~estate~~builder ~~loans~~are often associated with homes that are not ~~fully~~pre-sold, ~~amortizing~~ and ~~contain~~thus ~~large~~pose ~~balloon~~a ~~payments~~greater ~~upon~~potential ~~maturity.~~risk ~~These~~to ~~balloon~~us ~~payments~~than ~~may~~construction ~~require~~loans ~~the borrower~~ to ~~either~~individuals ~~sell~~on ortheir ~~refinance~~personal ~~the~~residences. ~~underlying~~These ~~property~~risks incan ~~order~~be tosignificantly ~~make~~affected ~~the~~by ~~balloon~~supply ~~payment~~and demand conditions.

~~Further,~~The ifcredit ~~we foreclose~~risk onrelated ato commercial real estate and multi-family orloans ~~construction~~is ~~loan,~~considered ~~our~~to ~~holding~~be ~~period~~greater ~~for~~than the ~~collateral~~risk ~~may~~related to ~~be longer than for~~ one- to four-family residential ~~mortgage~~or consumer loans because ~~there~~the ~~are~~repayment ~~fewer~~of ~~potential~~commercial ~~purchasers~~real estate loans and multi-family typically is dependent on the income stream of the real estate securing the loan as collateral. and the successful operation ~~These~~of ~~loans~~the ~~also~~borrower’s ~~generally~~business, ~~have~~which ~~relatively~~can ~~large~~be ~~balances~~significantly toaffected ~~single~~by ~~borrowers~~conditions orin ~~related~~the ~~groups~~real ofestate ~~borrowers~~markets or in the economy. ~~Accordingly~~For example, if wethe ~~make~~cash ~~any~~flow ~~errors~~from inthe ~~judgment~~borrower’s inproject is reduced as a result of leases not being obtained or renewed, the ~~collectibility~~borrower’s ability to repay the loan may be impaired. In addition, some of our commercial real estate loans, ~~any~~are ~~resulting~~not ~~charge-offs~~fully amortizing and contain large balloon payments upon maturity. These balloon payments may berequire the borrower ~~larger~~to oneither asell ~~per~~or ~~loan~~refinance ~~basis~~the ~~than~~underlying ~~those~~property ~~incurred~~in ~~with~~order ~~our~~to ~~residential~~make the balloon payment, which may increase the risk of default or ~~consumer~~non-payment. ~~loan~~This ~~portfolios~~risk was exacerbated in the recent recession and could remain an elevated risk in the current slow recovery economic environment.

~~The~~Further, ~~Company’s~~if we foreclose on a commercial real estate, multi-family or ~~recent~~construction ~~business~~loan, ~~acquisition~~our ~~could~~holding period for the collateral may be longer than for one- to four-family residential mortgage loans because there are fewer potential purchasers of the collateral. These loans also generally have anrelatively ~~impact~~large onbalances to ~~our~~single ~~earnings~~borrowers ~~and~~or ~~results~~related groups of ~~operations~~borrowers. ~~that~~Accordingly, ~~may~~if ~~negatively~~we ~~impact~~make any errors in judgment in the ~~value~~collectibility of ~~the~~our ~~Company’s~~commercial ~~stock~~real estate loans, any resulting charge-offs may be larger on a per loan basis than those incurred with our residential or consumer loan portfolios.

~~The~~Our ~~Company~~portfolio ~~completed its acquisition~~ of ~~Mt.~~loans ~~Washington~~with ona ~~January 4,~~higher ~~2010~~risk ~~and~~of ~~successfully~~loss ~~integrated~~is ~~Mt. Washington’s~~increasing ~~operations~~ and ~~converted Mt. Washington’s accounts to~~ the unseasoned ~~Company’s~~nature ~~data servicing during 2010. The acquisition materially increased the size and complexity~~ of our ~~operations.~~commercial ~~Although~~loan ~~the~~portfolio ~~acquisition~~may ~~did~~result ~~not~~in ~~have~~errors ~~an adverse~~in ~~effect~~judging ~~upon~~its ~~the Company’s operating results during 2010 and 2011~~collectability, ~~the~~which ~~acquired operations~~ may ~~not~~lead ~~achieve levels of profitability comparable~~ to ~~those~~additional ~~achieved~~provisions byfor ~~the~~loan ~~Company’s~~losses ~~existing~~or ~~operations~~charge-offs, orwhich ~~otherwise~~would ~~perform~~hurt asour ~~expected~~profits. ~~Such~~ ~~adverse effects on the Company’s earnings and results of operations may have a negative impact on the value of the Company’s stock.~~

~~Legislative~~Our orcommercial ~~regulatory~~loan ~~actions~~portfolio, ~~responding~~which toincludes ~~financial~~commercial ~~and~~real ~~market~~estate, ~~weakness could affect us adversely. There can be no assurance that actions of the U.S. government~~multi-family, ~~Federal~~commercial ~~Reserve~~business and ~~other~~construction ~~governmental~~loans, ~~and~~has ~~regulatory~~increased ~~bodies~~to ~~for~~$1.776 ~~the~~billion, ~~purpose~~or 77.5% of ~~stabilizing~~total ~~the~~loans, ~~financial~~at ~~markets~~December 31, ~~will~~2013 ~~achieve~~from ~~the intended effect.~~

The potential exists for additional federal or state laws and regulations regarding lending and funding practices and liquidity standards, and bank regulatory agencies are expected to be active in responding to concerns and trends identified in examinations, including the expected issuance of many formal enforcement orders. Actions taken to date, as well as potential actions, may not have the beneficial effects that are intended, particularly with respect to the extreme levels of volatility and limited credit availability currently being experienced. In addition, new laws, regulations, and other regulatory changes will increase our costs of regulatory compliance and of doing business, and otherwise affect our operations. Our FDIC insurance premiums may increase because market developments have significantly depleted the insurance fund of the FDIC and reduced the ratio of reserves to insured deposits. New laws, regulations, and other regulatory changes, along with negative developments in the financial services industry and the credit markets, may significantly affect the markets in which we do business, the markets for and value of our loans and investments, and our ongoing operations, costs and profitability.

$870.0 million, or 64.2% of total loans, at December 31, 2011. A large portion of our commercial loan portfolio is unseasoned, meaning they were originated recently. Our limited experience with these borrowers does not provide us with a significant payment history pattern with which to judge future collectability. Further, these loans have not been subjected to unfavorable economic conditions. As a result, it is difficult to predict the future performance of this part of our loan portfolio. These loans may have delinquency or charge-off levels above our historical experience, which could adversely affect our future performance.

Our business strategy includes the continuation of significant growth plans, and our financial condition and results of operations could be negatively affected if we fail to grow or fail to manage our growth effectively.

We expect to continue to experience growth in the amount of our assets, the level of our deposits and the scale of our operations. Achieving our growth targets requires us to attract customers that currently bank at other financial institutions in our market, thereby increasing our share of the market. Our ability to successfully grow will depend on a variety of factors, including our ability to attract and retain experienced bankers, the continued availability of desirable business opportunities, the competitive responses from other financial institutions in our market areas and our ability to manage our growth. ~~While~~Growth weopportunities ~~believe~~may wenot ~~have~~be ~~the~~available ~~management~~or ~~resources~~we ~~and~~may ~~internal~~not ~~systems in~~be ~~place~~able to ~~successfully~~ manage our ~~future~~ growth, ~~there can be no assurance growth opportunities will be available or that we will~~ successfully ~~manage our growth~~. If we do not manage our growth effectively, we may not be able to achieve our business plan, and our business could be harmed.

ADeclines ~~continued~~in ~~downturn~~property values incan increase the ~~local~~loan-to-value ~~economy~~ratios oron aour ~~decline~~residential inmortgage ~~local~~loan ~~real estate~~portfolio, ~~values~~which could ~~hurt~~expose ~~our~~us ~~profits~~to greater risk of loss.

~~Unlike~~Some ~~larger~~of ~~financial~~our ~~institutions~~residential ~~that~~mortgage loans are ~~more geographically~~secured ~~diversified,~~by ~~our~~liens ~~profitability depends~~ on ~~the~~mortgage ~~general~~properties ~~economic conditions~~ in which the ~~Boston~~borrowers ~~metropolitan area. Local economic conditions~~ have alittle ~~significant~~or ~~impact~~no onequity ~~our~~because ~~commercial~~either ~~real~~we ~~estate~~originated ~~and construction and consumer loans,~~ the ~~ability~~ ofloan ~~the~~with ~~borrowers~~a torelatively ~~repay~~high ~~these loans and the~~ combined loan-to-value ofratio ~~the collateral securing these loans. Almost all of our loans are to borrowers~~ or ~~secured~~because ~~by collateral located in Massachusetts. As a result~~ of ~~this concentration,~~ the ~~downturn~~decline in ~~the local~~home ~~economy~~values ~~has resulted~~ in anour ~~increase~~market inareas. Residential ~~non-performing~~ loans, ~~which~~with ~~can~~high ~~result~~combined ~~in higher levels of~~ loan-to-value ~~loss~~ratios ~~provision~~will ~~expense.~~be ~~Moreover,~~more asensitive ~~significant~~to ~~decline~~declining inproperty ~~general~~values ~~economic~~than ~~conditions,~~those ~~caused~~with bylower ~~inflation,~~combined ~~recession,~~loan-to-value ~~acts of terrorism,~~ratios anand ~~outbreak~~therefore ofmay ~~hostilities~~experience ora ~~other~~higher ~~international~~incidence orof ~~domestic~~default ~~calamities, unemployment or other factors beyond our control could further impact these local economic conditions~~ and ~~could~~severity ~~further negatively affect the financial results~~ of ~~our banking operations~~losses. In Aaddition, ~~decline~~if inthe ~~real~~borrowers ~~estate~~sell ~~values~~their inhomes, ~~our~~such ~~market~~borrowers ~~area~~ may ~~have~~be ~~caused~~unable ~~some of our mortgage loans~~ to ~~become~~repay ~~inadequately~~their ~~collateralized, which would expose us to a greater risk of loss on defaulted~~ loans ~~which~~in ~~would~~full ~~negatively~~from ~~impact~~the ~~our~~sale ~~net income~~proceeds. As ~~The~~a ~~Company’s non-performing assets declined in 2012 compared to 2011 and 2010~~result, ~~while~~these ~~its provision for loan losses increased primarily due to increases in the commercial real estate, construction and commercial business loan~~loans ~~categories.~~may ~~Refer~~experience tohigher ~~“Management’s~~rates ~~Discussion and Analysis~~ of ~~Results~~delinquencies, ofdefaults ~~Operations~~ and ~~Financial Condition — Asset Quality~~losses.”

If our allowance for loan losses is not sufficient to cover actual loan losses, our earnings could decrease.

~~The~~We ~~Company~~maintain ~~maintains~~ an allowance for loan losses, which is established through a provision for loan losses that represents management’s best estimate of probable losses within the existing portfolio of loans. ~~The~~We ~~Company~~make ~~makes~~ various assumptions and judgments about the collectibility of ~~its~~ our loan portfolio, including the creditworthiness of borrowers and the value of the real estate and other assets serving as collateral for the repayment of loans. In determining the adequacy of the allowance for loan losses, ~~the~~we ~~Company~~rely ~~relies~~ on ~~its~~our experience and ~~its~~our evaluation of economic conditions. If ~~its~~ our assumptions prove to be incorrect, ~~its~~our current allowance for loan losses may not be sufficient to cover losses inherent in ~~its~~our loan portfolio and adjustment may be necessary to allow for different economic conditions or adverse developments in ~~its~~ our loan portfolio. Consequently, a problem with one or more loans could require ~~the~~us ~~Company~~ to significantly increase the level of ~~its~~our provision for loan losses. In addition, federal and state regulators periodically review ~~the~~our ~~Company’s~~ allowance for loan losses and may require itus to increase ~~its~~our provision for loan losses or recognize further loan charge-offs. Material additions to the allowance would materially decrease ~~the~~our ~~Company’s~~ net income.

~~Changes~~Our allowance for loan losses increased in ~~interest~~2013, ~~rates~~primarily ~~could~~due ~~hurt~~to growth in the multi-family, commercial real estate, construction and commercial business loan categories, as such loans have higher inherent credit risk than loans in our ~~profits~~residential real estate loan categories. Refer to “Management’s Discussion and Analysis of Results of Operations and Financial Condition — Asset Quality.”

~~Our~~Historically ~~profitability,~~low ~~like~~interest ~~most~~rates ~~financial~~may ~~institutions,~~adversely ~~depends~~affect ~~to a large extent upon~~ our net interest ~~income, which is the~~ ~~difference between our interest~~ income ~~on interest-earning assets, such as loans~~ and ~~securities, and our interest expense on interest-bearing liabilities, such as deposits and borrowed funds~~profitability. Accordingly, our results of operations depend largely on movements in market interest rates and our ability to manage our interest-rate-sensitive assets and liabilities in response to these movements. Factors such as inflation, recession and instability in financial markets, among other factors beyond the Company’s control, may affect interest rates.

During the past five years it has been the policy of the Federal Reserve Board to maintain interest rates at historically low levels through its targeted federal funds rate and the purchase of mortgage-backed securities. As a result, market rates on the loans we have originated and the yields on securities we have purchased have been at

If lower ~~interest~~levels ~~rates~~than ~~rise,~~available ~~and~~prior ifto ~~rates~~2008. onAs a general matter, our ~~deposits~~interest-bearing liabilities reprice ~~upwards~~or ~~faster than~~mature ~~the~~more ~~rates~~quickly onthan our ~~long~~interest-~~term~~earning ~~loans and investments~~assets, wewhich ~~would~~can ~~experience~~lower ~~compression~~interest ofexpense as ~~our~~ interest ~~rate~~rates ~~spread~~decrease. However, ~~which~~our ~~would~~ability ~~have~~to alower ~~negative~~our ~~effect~~interest onexpense ~~our~~will ~~profitability.~~be ~~Decreases~~limited inat these interest ~~rates~~rate ~~can~~levels ~~result~~while inthe ~~increased~~average ~~prepayments~~yield ofon ~~loans~~our ~~and mortgage~~interest-~~related~~earning ~~securities,~~assets asmay ~~borrowers~~continue ~~refinance~~ to ~~reduce~~decrease. ~~their~~The ~~borrowing~~Federal ~~costs.~~Reserve ~~Under~~Board ~~these~~has ~~circumstances,~~previously indicated weits ~~are~~intention ~~subject~~ to ~~reinvestment~~maintain ~~risk~~low asinterest werates ~~may~~until ~~have~~the tounemployment ~~redeploy~~rate ~~such~~is ~~loan~~6.5% or ~~securities~~lower. ~~proceeds~~Accordingly, ~~into~~our ~~lower-yielding~~net ~~assets~~interest income may be adversely affected and may even decrease, which ~~might also~~may ~~negatively~~have ~~impact~~an adverse effect on our ~~income~~profitability.

While the Company pursues an asset/liability strategy designed to mitigate its risk from changes in interest rates, changes in interest rates can still have a material adverse effect on the Company’s financial condition and results of operations. Changes in ~~the level of~~ interest rates ~~also~~could ~~may~~hurt ~~negatively affect~~ our ~~ability~~ ~~to originate real estate loans, the value of our assets and our ability to realize gains from the sale of our assets, all of which ultimately affect our earnings~~profits. For further discussion of how changes in interest rates could impact us, see “Management’s Discussion and Analysis of Results of Operations and Financial Condition — Risk Management — Interest Rate Risk Management.”

~~The~~Our profitability, like most financial ~~services~~institutions, ~~sector~~depends ~~represents~~to a ~~significant~~large ~~concentration~~extent ~~within~~upon our ~~investment~~net ~~portfolio~~interest income, which is the difference between our interest income on interest-earning assets, such as loans and securities, and our interest expense on interest-bearing liabilities, such as deposits and borrowed funds. Accordingly, our results of operations depend largely on movements in market interest rates and our ability to manage our interest-rate-sensitive assets and liabilities in response to these movements. Factors such as inflation, recession and instability in financial markets, among other factors beyond our control, may affect interest rates.

~~Within~~If ~~the~~interest ~~investment~~rates ~~portfolio~~rise, and if rates on our deposits reprice upwards faster than the ~~Company~~rates ~~has~~on aour ~~significant~~long-term ~~amount~~loans and investments, we would experience compression of ~~marketable~~our ~~equity~~interest ~~securities~~rate ~~and~~spread, ~~corporate~~which ~~debt~~would ~~securities~~have a negative effect on our profitability. Conversely, ~~including~~decreases in interest rates can result in increased prepayments of loans and mortgage-~~backed~~related securities, ~~issued~~as byborrowers ~~companies~~refinance into ~~the financial~~reduce ~~services~~their ~~sector~~borrowing costs. ~~Given~~Under ~~the~~these ~~current~~circumstances, ~~market~~we ~~conditions,~~are ~~this~~subject ~~sector~~to ~~has~~reinvestment anrisk ~~enhanced~~as ~~level~~we ofmay ~~credit~~have ~~risk~~to redeploy such loan or securities proceeds into lower-yielding assets, which might also negatively impact our income.

Any substantial, unexpected, prolonged change in market interest rates could have a material adverse effect on our financial condition, liquidity and results of operations. Further, a prolonged period of exceptionally low market interest rates, such as we are currently experiencing, and the Federal Reserve Board has indicated it intends to maintain, limits our ability to lower our interest expense, while the average yield on our interest-earning assets may continue to decrease as our loans reprice or are originated at these low market rates. Accordingly, our net interest income may continue to decrease, which may have an adverse affect on our profitability. Also, our interest rate risk modeling techniques and assumptions likely may not fully predict or capture the impact of actual interest rate changes on our balance sheet or projected operating results.

While we pursue an asset/liability strategy designed to mitigate our risk from changes in interest rates, changes in interest rates can still have a material adverse effect on our financial condition and results of operations. Changes in the level of interest rates also may negatively affect our ability to originate real estate loans, the value of our assets and our ability to realize gains from the sale of our assets, all of which ultimately affect our earnings. For further discussion of how changes in interest rates could impact us, see “Management’s Discussion and Analysis of Results of Operations and Financial Condition — Risk Management — Interest Rate Risk Management.”

Changes in the valuation of our securities portfolio could hurt our profits.

Our securities portfolio may be impacted by fluctuations in market value, potentially reducing accumulated other comprehensive income and/or earnings. Fluctuations in market value may be caused by changes in market interest rates, lower market prices for securities and limited investor demand. Management evaluates securities for other-than-temporary impairment on a monthly basis, with more frequent evaluation for selected issues. In analyzing a debt issuer’s financial condition, management considers whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, industry analysts’ reports and, to a lesser extent given the relatively insignificant levels of depreciation in ~~the~~our ~~Company’s~~ debt portfolio, spread differentials between the effective rates on instruments in the portfolio compared to risk-free rates. In analyzing an equity issuer’s financial condition, management considers industry analysts’ reports, financial performance and projected target prices of investment analysts within a one-year time frame. ~~Market~~If ~~valuation~~this ~~levels~~evaluation ~~of the~~shows ~~securities~~impairment ~~portfolio~~to ~~have~~the ~~increased~~actual asor ofprojected ~~December 31,~~cash ~~2012~~flows ~~following~~associated awith ~~decline~~one asor ofmore ~~December 31~~securities, ~~2011~~a ~~compared~~potential loss to ~~December 31,~~earnings ~~2010~~may occur. AChanges ~~decline~~ in ~~the~~interest ~~market~~rates ~~for~~can ~~the~~also ~~securities~~have ~~portfolio~~an ~~could~~adverse ~~result~~effect inon ~~impairment~~our ~~charges~~financial oncondition, ~~some~~as ~~issues.~~our ~~Refer~~available-for-sale tosecurities ~~“Management’s~~are ~~Discussion~~reported ~~and~~at ~~Analysis~~their ofestimated ~~Results~~fair ofvalue, ~~Operations~~ and ~~Financial~~therefore ~~Condition — Securities~~are ~~Portfolio.”~~impacted

The expiration of unlimited Federal Deposit Insurance Corporation insurance on certain non-interest-bearing transaction accounts may increase our costs and reduce our liquidity levels.

On December 31, 2012, unlimited FDIC insurance on certain non-interest-bearing transaction accounts expired. Unlimited insurance coverage did not apply to money market deposit accounts or negotiable order of withdrawal accounts. The reduction in FDIC insurance on other types of accounts to the standard $250,000 maximum amount may cause depositors to place such funds in fully insured interest-bearing accounts, which would increase our costs of funds and negatively affect our results of operations, or may cause depositors to withdraw their deposits and invest uninsured funds in investments perceived as being more secure, such as securities issued by the United States Treasury. This may reduce our liquidity, or require us to pay higher interest rates to maintain our liquidity by retaining deposits.

Impairment of goodwill could require charges to earnings, which could result in a negative impact on our results of operations.

Goodwill arises when a business is purchased for an amount greater than the net fair value of its assets. The Company recognized goodwill as an asset on the balance sheet in connection with its acquisition of Mt. Washington. The Company evaluates goodwill for impairment at least annually. Although the Company determined that goodwill and was not impaired during 2012, a significant and sustained decline in our stock price

~~and~~by ~~market~~fluctuations ~~capitalization,~~in ainterest ~~significant~~rates. ~~decline~~We inincrease ~~our~~or ~~expected~~decrease ~~future~~our ~~cash~~stockholders’ ~~flows,~~equity aby ~~significant~~the ~~adverse~~amount of change in the ~~business~~estimated ~~climate,~~fair ~~slower~~value ~~growth~~of ~~rates~~the oravailable-for-sale ~~other~~securities, ~~factors~~net ~~could result in impairment~~ of ~~goodwill~~taxes. The Ifdeclines ~~the~~in ~~Company~~market ~~were~~value tocould ~~conclude~~result ~~that~~in ~~a future write~~other-~~down~~than-temporary impairments of ~~the~~these ~~goodwill was necessary~~assets, ~~then~~which ~~the Company~~ would ~~record~~lead ~~the appropriate charge~~ to ~~earnings,~~accounting ~~which~~charges that could behave ~~materially~~a material adverse toeffect ~~the~~on ~~results~~our ofnet ~~operations~~income and ~~financial~~ ~~position~~capital levels. ~~For~~Refer ~~further discussion of the Company’s methodology of evaluating and impairing goodwill, refer~~ to “Management’s Discussion and Analysis of Results of Operations and Financial Condition — Securities ~~Critical Accounting Policies — Evaluation of Goodwill and Analysis for Impairment~~Portfolio.”

~~The~~Effective ~~suspension~~December 10, 2013, pursuant to the Dodd-Frank Act, federal banking and securities regulators issued final rules to implement Section 619 of ~~dividends~~the byDodd-Frank Act (the “Volcker Rule”). Generally, subject to a transition period and certain exceptions, the ~~Federal~~Volcker ~~Home~~Rule ~~Loan~~restricts ~~Bank~~insured depository institutions and their affiliated companies from engaging in short-term proprietary trading of ~~Boston~~certain securities, investing in funds with collateral comprised of less than 100% loans that are not registered with the Securities and Exchange Commission and from engaging in hedging activities that do not hedge a specific identified risk. After the transition period, the Volcker Rule prohibitions and restrictions will apply to banking entities unless an exception applies. We are currently analyzing the impact of the Volcker Rule on our investment portfolio, and if any changes are required to our investment strategies that could negatively affect our earnings.

~~After~~The ~~suspending~~financial ~~dividends in~~services ~~the~~sector ~~fourth~~represents ~~quarter~~a of 2008, the Federal Home Loan Bank of Boston resumed payment of dividends in 2011 equal to an annual yield of 0.30% and continued to pay dividends in 2012 equal to an annual yield of 0.50%. We did not receive any suchsignificant ~~dividends~~concentration inwithin ~~2009 and 2010. The inconsistency in the Federal Home Loan Bank of Boston’s ability to pay dividends could reduce~~ our ~~earnings~~investment ~~during such periods of nonpayment~~portfolio.

IfWithin our investment inportfolio, ~~stock~~we have a significant amount of ~~the~~marketable ~~Federal~~equity, ~~Home~~corporate ~~Loan~~debt ~~Bank~~and ofmortgage-backed ~~Boston~~securities isissued ~~classified~~by ascompanies ~~other-than-temporarily~~in ~~impaired~~the financial services sector. Given the current market conditions, ~~our~~this ~~earnings~~sector has an enhanced level of credit risk. We are also reviewing the requirements of the Basel Committee on Banking Supervision (“Basel III”) regulatory capital reforms and ~~stockholders’~~the ~~equity~~possibility ~~would~~that ~~decrease~~our retention of these securities may reduce our risk based regulatory capital.

WeImpairment ~~own common stock~~ of ~~the~~goodwill ~~Federal~~could ~~Home~~require ~~Loan~~charges ~~Bank of Boston. We hold this stock~~ to qualify for membership in the Federal Home Loan Bank System and to be eligible to borrow funds under the Federal Home Loan Bank of Boston’s advance program. The aggregate cost and fair value of our Federal Home Loan Bank of Boston common stock as of December 31earnings, ~~2012~~which was $12.1 million based on its par value. There is no market for our Federal Home Loan Bank of Boston common stock. Recent published reports indicate that certain member banks of the Federal Home Loan Bank System may be subject to accounting rules and asset quality risks that could result in ~~materially lower regulatory capital levels. In an extreme situation, it is possible that the capitalization of~~ a ~~Federal~~negative ~~Home~~impact ~~Loan~~on ~~Bank, including the Federal Home Loan Bank of Boston, could be substantially diminished. Consequently, we believe that there is a risk that~~ our ~~investment~~results ~~in Federal Home Loan Bank~~ of ~~Boston common stock could be impaired at some time in the future~~operations. If ~~this occurs, it would cause our earnings and stockholders’ equity to decrease by the after-tax amount of the impairment charge.~~

Goodwill arises when a business is purchased for an amount greater than the net fair value of its assets. We recognized goodwill as an asset on our balance sheet in connection with its acquisition of Mt. Washington Co-operative Bank. We evaluate goodwill for impairment at least annually. Although we determined that goodwill was not impaired during 2013, a significant and sustained decline in our stock price and market capitalization, a significant decline in our expected future cash flows, a significant adverse change in the business climate, slower growth rates or other factors could result in impairment of goodwill. If we were to conclude that a future write-down of the goodwill was necessary, then we would record the appropriate charge to earnings, which could be materially adverse to the results of operations and financial position. For further discussion of our methodology of evaluating and impairing goodwill, refer to “Management’s Discussion and Analysis of Results of Operations and Financial Condition — Critical Accounting Policies — Evaluation of Goodwill and Analysis for Impairment.”

The building of market share through de novo branching and expansion of our residential, commercial real estate and commercial business lending capacity could cause our expenses to increase faster than revenues.

We intend to continue to build market share in the greater Boston metropolitan area through de novo branching and expansion of our residential, commercial real estate and commercial business lending capacity. Since 2002, we have opened 1314 de novo branches including the most recent branch opened in ~~February~~November 2013. In the third quarter of 2011, we significantly expanded our commercial business lending capacity with the establishment of a new corporate banking division comprised of a veteran team of bankers that is expected to enhance our presence in all of our market areas and add strength to our business platform. There are considerable costs involved in opening branches and expansion of lending capacity that generally require a period of time to generate the necessary revenues to offset their costs, especially in areas in which we do not have an established presence. Accordingly, any such business expansion can be expected to negatively impact our earnings for some period of time until certain economies of scale are reached. Our expenses could be further increased if we encounter delays in the opening of any of our new branches. Finally, ~~we have no assurance~~ our business expansion ~~will~~may not be successful after establishment.

Recent health care legislation could increase our expenses or require us to pass further costs on to our employees, which could adversely affect our operations, financial condition and earnings.

Legislation enacted in 2010 requires companies to provide expanded health care coverage to their employees, such as affordable coverage to part-time employees and coverage to dependent adult children of employees. Companies will also be required to enroll new employees automatically into one of their health plans. Compliance with these and other new requirements of the health care legislation will increase our employee

~~benefits~~Changes ~~expense,~~in ~~and~~the ~~may~~programs ~~require~~offered usby tosecondary ~~pass~~market ~~these~~purchasers ~~costs~~or onour ability to qualify ~~our~~for ~~employees,~~their ~~which~~programs ~~could~~may ~~give~~reduce usour amortgage ~~competitive~~banking ~~disadvantage~~revenues, inwhich ~~hiring~~would ~~and~~negatively ~~retaining~~impact ~~qualified~~our ~~employees~~non-interest income.

~~Changes~~Our inmortgage banking operations provide a significant portion of our non-interest income. We generate mortgage revenues primarily from gains on the ~~structure~~sale of single-family mortgage loans pursuant to programs currently offered by Fannie Mae, ~~and~~ Freddie Mac, ~~(“GSEs”)~~Ginnie Mae and ~~the~~non-GSE ~~relationship~~investors. These ~~among~~entities account for a substantial portion of the ~~GSEs~~secondary market in residential mortgage loans. Any future changes in these programs, our eligibility to participate in such programs, the ~~federal~~criteria for loans to be accepted or laws that significantly affect the activity of such entities could, in turn, materially adversely affect our results of operations. Mortgage banking is ~~government~~generally ~~and~~considered a volatile source of income because it depends largely on the ~~private~~level ~~markets~~of loan volume which, in turn, depends largely on prevailing market interest rates. In a rising or ~~the~~higher ~~conversion~~interest rate environment, our originations of mortgage loans may decrease, resulting in fewer loans that are available to be sold to investors. This would result in a decrease in mortgage banking revenues and a corresponding decrease in non-interest income. In addition, our results of operations are affected by the ~~current~~amount ~~conservatorship~~of non-interest expense associated with mortgage banking activities, such as salaries and employee benefits, occupancy and equipment expense, data processing expense and other operating costs. During periods of reduced loan demand, our results of operations may be adversely affected to the ~~GSEs~~extent that we are unable to reduce expenses commensurate with the decline in loan originations. In addition, although we sell most loans into ~~receivership~~the secondary market without recourse, ~~could~~we ~~result~~are inrequired ~~significant~~to ~~changes~~give customary representations and warranties about the loans to ~~our~~the ~~securities~~buyers. ~~portfolio~~If we breach those representations and warranties, the buyers may require us to repurchase the loans and we may incur a loss on the repurchase.

~~The~~Failure GSEs are currently in conservatorship, with its primary regulator, the Federal Housing Finance Agency, acting as conservator. We cannot predict if, when or how the conservatorships will end, or any associated changes to ~~the~~manage ~~GSEs’~~our ~~business~~growth ~~structure~~may that could result. We also cannot predict whether the conservatorships will end in receivership. There are several proposed approaches to reform the GSEs which, if enacted, could change the structure of the GSEs and the relationship among the GSEs, the government and the private markets, including the trading markets for agency conforming mortgage loans and markets for mortgage-related securities in which we participate. We cannot predict the prospects for the enactment, timing or content of legislative or rulemaking proposals regarding the future status of the GSEs. Accordingly, there continues to be uncertainty regarding the future of the GSEs, including whether they will continue to exist in their current form. GSE reform, if enacted, could result in a significant change and adversely ~~impact~~affect our ~~business operations~~performance.

Our financial performance and profitability depend on our ability to manage past and future growth. Future acquisitions and growth may present operating, integration and other issues that could have a material adverse effect on our business, financial condition, liquidity or results of operations.

Our funding sources may prove insufficient to replace deposits at maturity and support our future growth.

We must maintain sufficient funds to respond to the needs of depositors and borrowers. As a part of our liquidity management, we use a number of funding sources in addition to core deposit growth and repayments and maturities of loans and investments. As we continue to grow, we are likely to become more dependent on these sources, which include Federal Home Loan Bank advances, proceeds from the sale of loans; federal funds purchased and brokered certificates of deposit. Adverse operating results or changes in industry conditions could lead to difficulty or an inability to access these additional funding sources. Our financial flexibility will be severely constrained if we are unable to maintain our access to funding or if adequate financing is not available to accommodate future growth at acceptable interest rates. ~~Finally,~~If if we are required to rely more heavily on more expensive funding sources to support future growth, our revenues may not increase proportionately to cover our costs. In this case, our operating margins and profitability would be adversely affected. Additionally, collateralized public funds are bank deposits of state and local municipalities. These deposits are required to be secured by certain investment grade securities to ensure repayment, which on the one hand tends to reduce our contingent liquidity risk by making these funds somewhat less credit sensitive, but on the other hand reduces standby liquidity by restricting the potential liquidity of the pledged collateral. Although these funds historically have been a relatively stable source of funds for us, availability depends on the individual municipality’s fiscal policies and cash flow needs. At December 31, 2013, $88.3 million of our deposits were public funds.

~~Strong~~We ~~competition~~will ~~within~~become ~~our~~subject ~~market~~to ~~area~~more ~~could~~stringent ~~hurt~~capital requirements, which may adversely impact our ~~profits~~return ~~and~~on ~~slow~~equity, ~~growth~~require us to raise additional capital, or constrain us from paying dividends or repurchasing shares.

WeIn ~~face~~July ~~intense~~2013, ~~competition in making loans and attracting deposits. Price competition for loans and deposits sometimes~~the ~~results~~federal inbanking usagencies ~~charging~~approved ~~lower~~a ~~interest~~new ~~rates~~rule onthat ~~our~~will ~~loans~~substantially ~~and~~amend ~~paying~~the ~~higher~~regulatory ~~interest~~risk-based ~~rates~~capital onrules ~~our~~applicable ~~deposits and may reduce our net interest income. Competition also makes it more difficult and costly~~ to ~~attract and retain qualified employees. Many of~~ the ~~institutions~~Bank ~~with which we compete have substantially greater resources~~ and ~~lending~~the ~~limits than we have and may offer services that we do not provide~~Company. WeThe ~~expect~~final ~~competition~~rule toimplements ~~increase in~~ the ~~future~~Basel asIII aregulatory ~~result~~capital ofreforms ~~legislative, regulatory~~ and ~~technological~~ changes ~~and~~required ~~the~~by ~~continuing trend of consolidation in~~ the ~~financial services industry. If we are not able to effectively compete in our market area, our profitability may be negatively affected, potentially limiting our ability to pay~~ ~~dividends. The greater resources and broader offering of deposit and loan products of some of our competitors may also limit our ability to increase our interest~~Dodd-~~earning~~Frank ~~assets~~Act. ~~For more information about our market area and the competition we face, see “Item 1 — Business — Market Area” and “Item 1 — Business — Competition.”~~

The success of the Company is dependent on hiring and retaining certain key personnel.

The Company’s performance is largely dependent on the talents and efforts of highly skilled individuals. The Company relies on key personnel to manage and operate its business, including major revenue generating functions such as loan and deposit generation. The loss of key staff may adversely affect the Company’s ability to maintain and manage these functions effectively, which could negatively affect the Company’s revenues. In addition, loss of key personnel could result in increased recruiting and hiring expenses, which could cause a decrease in the Company’s net income. The Company’s continued ability to compete effectively depends on its ability to attract new employees and to retain and motivate its existing employees. In July 2011, we hired a new

The final rule includes new minimum risk-based capital and leverage ratios, ~~Executive~~which ~~Vice~~will ~~President~~be effective for us on January 1, 2015, and refines the definition of ~~Corporate~~what ~~Banking~~constitutes “capital” for purposes of calculating these ratios. The new minimum capital requirements will be: (i) a new common equity Tier 1 capital ratio of 4.5%; (ii) a Tier 1 to risk-based assets capital ratio of 6% (increased from 4%); (iii) a total capital ratio of 8% (unchanged from current rules); and (iv) a ~~veteran~~Tier ~~team~~1 leverage ratio of ~~bankers~~4%. The final rule also requires unrealized gains and losses on certain “available-for-sale” securities holdings to be included for purposes of calculating regulatory capital requirements unless a one-time opt-out is exercised. The Bank has elected to exercise its one-time option to opt-out of the ~~Company’s~~requirement under the final rule to include certain “available-for-sale” securities holdings for purposes of calculating its regulatory capital requirements. The final rule also establishes a “capital conservation buffer” of 2.5%, and will result in the following minimum ratios: (i) a common equity Tier 1 capital ratio of 7.0%, (ii) a Tier 1 to risk-based assets capital ratio of 8.5%, and (iii) a total capital ratio of 10.5%. The new ~~corporate~~capital ~~banking~~conservation ~~division~~buffer requirement would be phased in beginning in January 2016 at 0.625% of risk-weighted assets and would increase each year until fully implemented in January 2019. An institution will be subject to limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses if its capital level falls below the buffer amount. These limitations will establish a maximum percentage of eligible retained income that can be utilized for such actions.

The application of more stringent capital requirements could, among other things, result in lower returns on equity, require the raising of additional capital, and result in regulatory actions if we were to be unable to comply with such requirements. Furthermore, the imposition of liquidity requirements in connection with the implementation of Basel III could result in our having to lengthen the term of our funding, restructure our business models, and/or increase our holdings of liquid assets. Implementation of changes to asset risk weightings for risk-based capital calculations, items included or deducted in calculating regulatory capital and/or additional capital conservation buffers could result in management modifying its business strategy, and could limit our ability to make distributions, including paying out dividends or buying back shares. Specifically, beginning in 2016, the Bank’s ability to pay dividends will be limited if does not have the capital conservation buffer required by the new capital rules, which may limit our ability to pay dividends to stockholders. See “Supervision and Regulation — Federal Banking Regulation — New Capital Rule.”

The level of our commercial real estate loan portfolio may subject us to additional regulatory scrutiny.

The Federal Deposit Insurance Corporation and the other federal bank regulatory agencies have promulgated joint guidance on sound risk management practices for financial institutions with concentrations in commercial real estate lending. Under the guidance, a financial institution that, like us, is actively involved in commercial real estate lending should perform a risk assessment to identify concentrations. A financial institution may have a concentration in commercial real estate lending if, among other factors, (i) total reported loans for construction, land acquisition and development, and other land represent 100% or more of total capital, or (ii) total reported loans secured by multi-family and non-farm residential properties, loans for construction, land acquisition and development and other land, and loans otherwise sensitive to the general commercial real estate market, including loans to commercial real estate related entities, represent 300% or more of total capital. Based on these factors we have a concentration in multi-family and commercial real estate lending, as such loans represent 560% of total bank capital as of December 31, 2013. The particular focus of the guidance is on exposure to commercial real estate loans that are dependent on the cash flow from the real estate held as collateral and that are likely to be at greater risk to conditions in the commercial real estate market (as opposed to real estate collateral held as a secondary source of repayment or as an abundance of caution). The purpose of the guidance is to guide banks in developing risk management practices and capital levels commensurate with the level and nature of real estate concentrations. The guidance states that management should employ heightened risk management practices including board and management oversight and strategic planning, development of underwriting standards, risk assessment and monitoring through market analysis and stress testing. While we believe we have implemented policies and procedures with respect to our commercial real estate loan portfolio consistent with this guidance, bank regulators could require us to implement additional policies and procedures consistent with their interpretation of the guidance that may result in additional costs to us or that may result in a curtailment of our multi-family and commercial real estate lending that would adversely affect our loan originations and profitability.

Changes in laws and regulations and the cost of regulatory compliance with new laws and regulations may adversely affect our operations, increase our costs of operations and decrease our efficiency.

The Company and the Bank are subject to extensive regulation, supervision and examination by the Massachusetts Commissioner of Banks, the Federal Deposit Insurance Corporation and the Federal Reserve Board. Such regulation and supervision governs the activities in which an institution and its holding company may engage and are intended primarily for the protection of the insurance fund and the depositors and borrowers of the Bank rather than for holders of our common stock. Regulatory authorities have extensive discretion in their supervisory and enforcement activities, including the imposition of restrictions on our operations, the classification of our assets and determination of the level of our allowance for loan losses. These regulations, along with the currently existing tax, accounting, securities, insurance, monetary laws, rules, standards, policies, and interpretations control the methods by which financial institutions conduct business, implement strategic initiatives and tax compliance, and govern financial reporting and disclosures. Any change in such regulation and oversight, whether in the form of regulatory policy, regulations, legislation or supervisory action, may have a material impact on our operations. Further, changes in accounting standards can be both difficult to predict and involve judgment and discretion in their interpretation by us and our independent accounting firms. These changes could materially impact, potentially even retroactively, how we report our financial condition and results of our operations as could our interpretation of those changes.

The Dodd-Frank Wall Street Reform and Consumer Protection Act was enacted in 2010. This new law is significantly changing the current bank regulatory structure and affects the lending, deposit, investment, trading and operating activities of financial institutions and their holding companies. The Dodd-Frank Act requires various federal agencies to adopt a broad range of new implementing rules and regulations, and to prepare numerous studies and reports for Congress. The federal agencies are given significant discretion in drafting the implementing rules and regulations, and consequently, many of the details and much of the impacts of the Dodd-Frank Act may not be known for many months or years.

The Dodd-Frank Act created a new Consumer Financial Protection Bureau with broad powers to supervise and enforce consumer protection laws. The Consumer Financial Protection Bureau has broad rule-making authority for a wide range of consumer protection laws that apply to all banks and savings institutions, including the authority to prohibit “unfair, deceptive or abusive” acts and practices. The Consumer Financial Protection Bureau has examination and enforcement authority over all banks with more than $10 billion in assets. Banks with $10 billion or less in assets will continue to be examined for compliance with the consumer laws by their primary bank regulators. The Dodd-Frank Act also weakened the federal preemption rules that have been applicable for national banks and federal savings associations, and gives state attorneys general the ability to enforce federal consumer protection laws.

In January 2013, the Consumer Financial Protection Bureau issued several final regulations and changes to certain consumer protections under existing laws. These final rules, most of the provisions of which become effective January 10, 2014, generally prohibit creditors from extending mortgage loans without regard for the consumer’s ability to repay and add restrictions and requirements to mortgage origination and servicing practices. In addition, these rules limit prepayment penalties and require the creditor to retain evidence of compliance with the ability-to-repay requirement for three years. Compliance with these rules will likely increase our overall regulatory compliance costs and may require changes to our underwriting practices with respect to mortgage loans. Moreover, these rules may adversely affect the volume of mortgage loans that we underwrite and may subject us to increased potential liabilities related to such residential loan origination activities.

The Dodd-Frank Act requires minimum leverage (Tier 1) and risk based capital requirements for bank holding companies and savings and loan holding companies that are no less than those applicable to banks, which will limit our ability to borrow at the holding company level and invest the proceeds from such borrowings as capital in the Bank, and will exclude certain instruments that previously have been eligible for inclusion by bank holding companies as Tier 1 capital, such as trust preferred securities.

The full impact of the Dodd-Frank Act on our business will not be known until all of the regulations implementing the statute are adopted and implemented. As a result, we cannot at this time predict the extent to which the Dodd-Frank Act will impact our business, operations or financial condition. However, compliance

with these new laws and regulations may require us to make changes to our business and operations and will likely result in additional costs and divert management’s time from other business activities, any of which may adversely impact our results of operations, liquidity or financial condition.

In addition, there have been proposals made by members of Congress and others that would reduce the amount distressed borrowers are otherwise contractually obligated to pay under their mortgage loans and limit an institution’s ability to foreclose on mortgage collateral. If proposals such as these, or other proposals limiting our rights as a creditor, are implemented, we could experience increased credit losses or increased expense in pursuing our remedies as a creditor. Any other additional changes in our regulation and oversight, whether in the form of new laws, rules or regulations, could likewise make compliance more difficult or expensive or otherwise materially adversely affect, along with negative developments in the financial services industry and the credit markets, may significantly affect the markets in which we do business, the markets for and value of our loans and investments, and our business, financial condition or prospects.

Proposed and final regulations could restrict our ability to originate and sell loans.

The Consumer Financial Protection Bureau has issued a rule designed to clarify for lenders how they can avoid legal liability under the Dodd-Frank Act, which would hold lenders accountable for ensuring a borrower’s ability to repay a mortgage. Loans that meet this “qualified mortgage” definition will be presumed to have complied with the new ability-to-repay standard. Under the Consumer Financial Protection Bureau’s rule, a “qualified mortgage” loan must not contain certain specified features, including:

•

excessive upfront points and fees (those exceeding 3% of the total loan amount, less “bona fide discount points” for prime loans);

•

interest-only payments;

•

negative-amortization; and

•

terms longer than 30 years.

Also, to qualify as a “qualified mortgage,” a borrower’s total monthly debt-to-income ratio may not exceed 43%. Lenders must also verify and document the income and financial resources relied upon to qualify the borrower for the loan and underwrite the loan based on a fully amortizing payment schedule and maximum interest rate during the first five years, taking into account all applicable taxes, insurance and assessments. The Consumer Financial Protection Bureau’s rule on qualified mortgages could limit our ability or desire to make certain types of loans or loans to certain borrowers, or could make it more expensive/and or time consuming to make these loans, which could limit our growth or profitability.

In addition, the Dodd-Frank Act requires the regulatory agencies to issue regulations that require securitizers of loans to retain not less than 5% of the credit risk for any asset that is not a “qualified residential mortgage.” The regulatory agencies have issued a proposed rule to implement this requirement. The Dodd-Frank Act provides that the definition of “qualified residential mortgage” can be no broader than the definition of “qualified mortgage” issued by the Consumer Financial Protection Bureau for purposes of its regulations (as described above). Although the final rule with respect to the retention of credit risk has not yet been issued, the final rule could have a significant effect on the secondary market for loans and the types of loans we originate, and restrict our ability to make loans.

Non-compliance with the USA PATRIOT Act, Bank Secrecy Act, or other laws and regulations could result in fines or sanctions.

The USA PATRIOT and Bank Secrecy Acts require financial institutions to develop programs to prevent financial institutions from being used for money laundering and terrorist activities. If such activities are detected, financial institutions are obligated to file suspicious activity reports with the U.S. Treasury’s Office of Financial Crimes Enforcement Network. These rules require financial institutions to establish procedures for identifying and verifying the identity of customers seeking to open new financial accounts. Failure to comply with these regulations could result in fines or sanctions. During the last year, several banking institutions have received large fines for non-compliance with these laws and regulations. While we have developed policies and procedures designed to assist in compliance with these laws and regulations, these policies and procedures may not be effective in preventing violations of these laws and regulations.

Legal and regulatory proceedings and related matters could adversely affect us or the financial services industry in general.

We, and other participants in the financial services industry upon whom we rely to operate, have been and may in the future become involved in legal and regulatory proceedings. Most of the proceedings we consider to be in the normal course of our business or typical for the industry; however, it is inherently difficult to assess the outcome of these matters and , other participants in the financial services industry or we may not prevail in any proceeding or litigation. There could be substantial cost and management diversion in such litigation and proceedings, and any adverse determination could have a materially adverse effect on our business, brand or image, or our financial condition and results of our operations.

Strong competition within our market area could hurt our profits and slow growth.

We face intense competition in making loans and attracting deposits. Price competition for loans and deposits sometimes results in us charging lower interest rates on our loans and paying higher interest rates on our deposits and may reduce our net interest income. Competition also makes it more difficult and costly to attract and retain qualified employees. Many of the institutions with which we compete have substantially greater resources and lending limits than we have and may offer services that we do not provide. We expect competition to increase in the future as a result of legislative, regulatory and technological changes and the continuing trend of consolidation in the financial services industry. If we are not able to effectively compete in our market area, our profitability may be negatively affected, potentially limiting our ability to pay dividends. The greater resources and broader offering of deposit and loan products of some of our competitors may also limit our ability to increase our interest-earning assets. For more information about our market area and the competition we face, see “Item 1 — Business — Market Area” and “Item 1 — Competition.”

Our success depends on hiring and retaining certain key personnel.

Our performance largely depends on the talents and efforts of highly skilled individuals. We rely on key personnel to manage and operate our business, including major revenue generating functions such as loan and deposit generation. The loss of key staff may adversely affect our ability to maintain and manage these functions effectively, which could negatively affect our revenues. In addition, loss of key personnel could result in increased recruiting and hiring expenses, which could cause a decrease in our net income. Our continued ability to compete effectively depends on our ability to attract new employees and to retain and motivate our existing employees.

Our business may be adversely affected by an increasing prevalence of fraud and other financial crimes.

Our loans to businesses and individuals and our deposit relationships and related transactions are subject to exposure to the risk of loss due to fraud and other financial crimes. Nationally, reported incidents of fraud and other financial crimes have increased. We have also experienced losses due to apparent fraud and other financial crimes. While we have policies and procedures designed to prevent such losses, losses may still occur.

Managing reputational risk is important to attracting and maintaining customers, investors and employees.

Threats to our reputation can come from many sources, including adverse sentiment about financial institutions generally, unethical practices, employee misconduct, failure to deliver minimum standards of service or quality, compliance deficiencies, and questionable or fraudulent activities of our customers. We have policies and procedures in place to protect our reputation and promote ethical conduct, but these policies and procedures may not be fully effective. Negative publicity regarding our business, employees, or customers, with or without merit, may result in the loss of customers, investors and employees, costly litigation, a decline in revenues and increased governmental regulation.

System failure or breaches of our network security could subject us to increased operating costs as well as litigation and other liabilities.

The computer systems and network infrastructure we use could be vulnerable to unforeseen problems. Our operations are dependent upon our ability to protect our computer equipment against damage from physical theft, fire, power loss, telecommunications failure or a similar catastrophic event, as well as from security breaches, denial of service attacks, viruses, worms and other disruptive problems caused by hackers. Any damage or failure that causes an interruption in our operations could have a material adverse effect on our financial condition and results of operations. Computer break-ins, phishing and other disruptions could also jeopardize the security of information stored in and transmitted through our computer systems and network infrastructure, which may result in significant liability to us and may cause existing and potential customers to refrain from doing business with us. Although we, with the help of third-party service providers, intend to continue to implement security technology and establish operational procedures to prevent such damage, our security measures may not be successful. In addition, advances in computer capabilities, new discoveries in the field of cryptography or other developments could result in a compromise or breach of the algorithms we and our third-party service providers use to encrypt and protect customer transaction data. A failure of such security measures could have a material adverse effect on our financial condition and results of operations.

It37 is possible that significant amount of time and money may be spent to rectify the harm caused by a breach or hack. While we have general liability insurance and cyber liability insurance, there are limitations on coverage as well as dollar amount. Furthermore, cyber incidents carry a greater risk of injury to our reputation. Finally, depending on the type of incident, banking regulators can impose restrictions on our business and consumer laws may require reimbursement of customer loss.

fire, power loss, telecommunications failure or a similar catastrophic event, as well as from security breaches, denial of service attacks, viruses, worms and other disruptive problems caused by hackers. Any damage or failure that causes an interruption in our operations could have a material adverse effect on our financial condition and results of operations. Computer break-ins, phishing and other disruptions could also jeopardize the security of information stored in and transmitted through our computer systems and network infrastructure, which may result in significant liability to us and may cause existing and potential customers to refrain from doing business with us. Although we, with the help of third-party service providers, intend to continue to implement security technology and establish operational procedures to prevent such damage, our security measures may not be successful. In addition, advances in computer capabilities, new discoveries in the field of cryptography or other developments could result in a compromise or breach of the algorithms we and our third-party service providers use to encrypt and protect customer transaction data. A failure of such security measures could have a material adverse effect on our financial condition and results of operations.

It is possible that a significant amount of time and money may be spent to rectify the harm caused by a breach or hack. While we have general liability insurance and cyber liability insurance, there are limitations on coverage as well as dollar amount. Furthermore, cyber incidents carry a greater risk of injury to our reputation. Finally, depending on the type of incident, banking regulators can impose restrictions on our business and consumer laws may require reimbursement of customer loss.

Our risk management framework may not be effective in mitigating risk and reducing the potential for significant losses.

Our risk management framework is designed to minimize risk and loss to us. We seek to identify, measure, monitor, report and control our exposure to risk, including strategic, market, liquidity, compliance and operational risks. While we use a broad and diversified set of risk monitoring and mitigation techniques, these techniques are inherently limited because they cannot anticipate the existence or future development of currently unanticipated or unknown risks. Recent economic conditions and heightened legislative and regulatory scrutiny of the financial services industry, among other developments, have increased our level of risk. Accordingly, we could suffer losses as a result of our failure to properly anticipate and manage these risks.

ITEM 1B.

UNRESOLVED STAFF COMMENTS

Not applicable.

3438

ITEM 2.

PROPERTIES

At December 31, ~~2012~~2013, we conducted business through our 2427 full service offices and three loan centers located in Allston, Belmont, Boston, Cambridge, Danvers, East Boston, Revere, Somerville, South Boston, Dorchester, Jamaica Plain, West Roxbury, Everett, Medford, Melrose, Wakefield, Winthrop, Lynn, Peabody and Saugus, Massachusetts. InWe ~~January~~also ~~and~~operate ~~February~~in ~~2013, we~~two ~~opened~~administrative/support ~~two full service~~ offices ~~located in Allston and Belmont, Massachusetts~~. ~~During the second quarter of 2013, we are planning to open our 27th full service office in Somerville, Massachusetts and are scheduled to open a loan operation center located in Malden, Massachusetts.~~ We own 18 and lease 14 of our offices. At December 31, ~~2012~~2013, the total net book value of our land, buildings, furniture, fixtures and equipment was $3839.74 million.

Location

Size(Square Feet)

Owned orLeased

LeaseExpiration Date

Offices:

Suffolk County:

10 Meridian Street, East Boston, MA 02128

6,900

Owned

Not Applicable

1 Bennington Street, East Boston, MA 02128

3,285

Owned

Not Applicable

856 Bennington Street, East Boston, MA 02128

6,900

Owned

Not Applicable

575 Broadway, Revere, MA 02151

4,400

Owned

Not Applicable

126 Squire Road, Revere, MA 02151

2,500

Owned

Not Applicable

430 West Broadway, South Boston, MA 02127

6,100

Owned

Not Applicable

455 West Broadway, South Boston, MA 02127

13,474

Owned

Not Applicable

708 East Broadway, South Boston, MA 02127

3,542

Owned

Not Applicable

501 Southampton Street, South Boston, MA 02127

3,100

Leased

01/31/2031

489 Gallivan Boulevard, Dorchester, MA 02124

3,000

Leased

08/31/2023

305 Talbot Avenue, Dorchester, MA 02124

4,478

Owned

Not Applicable

515 Centre Street, Jamaica Plain, MA 02130

3,061

Owned

Not Applicable

1985 Centre Street, West Roxbury, MA 02132

2,420

Leased

07/31/2030

15 Barlett Road, Winthrop, MA 02152

2,600

Owned

Not Applicable

1134 Washington Street, Boston, MA 02118

2,507

Leased

05/31/2021

181 Brighton Avenue, Allston, MA 02134

2,760

Leased

01/31/2028

Middelesex County:

1755 Revere Beach Parkway, Everett, MA 02149

8,800

Owned

Not Applicable

410 Riverside Avenue, Medford, MA 02155

3,200

Leased

06/01/2018

108 Main Street, Melrose, MA 02176

6,052

Owned

Not Applicable

381 Main Street, Wakefield, MA 01880

2,200

Leased

03/01/2018

2172 Massachusetts Avenue, Cambridge, MA 02140

2,268

Leased

04/30/2016

70 Concord Avenue, Belmont, MA 02478

3,892

Leased

01/31/2023

Essex County:

335 Broadway, Lynn, MA 01904

6,000

Owned

Not Applicable

220 Broadway, Suite 401, Lynnfield, MA 01940

1,760

Owned

Not Applicable

67 Prospect Street, Peabody, MA 01960

108,000

Owned

Not Applicable

320 Central Street, Saugus, MA 01906

14,860

Owned

Not Applicable

317 Main Street, Saugus, MA 01906

3,870

Leased

01/31/2017

8 Essex Center Drive, Peabody, MA 01960

4,250

Leased

11/30/2018

10 Elm Street, Danvers, MA 01923

7,200

Leased

05/31/2016

51 High Street, Danvers, MA 01923

2,428

Owned

Not Applicable

Planned Offices:

37 Union Square, Somerville, MA 02143

3,351

Leased

05/31/2023

350 Main Street, Malden, MA 02148

12,217

Leased

04/30/2019

ITEM 3.

LEGAL PROCEEDINGS

Periodically, there have been various claims and lawsuits against us, such as claims to enforce liens, condemnation proceedings on properties in which we hold security interests, claims involving the making and servicing of real property loans and other issues incident to our business. We are not a party to any pending legal proceedings that we believe would have a material adverse effect on our financial condition, results of operations or cash flows.

ITEM 4.

MINE SAFETY DISCLOSURES

Not Applicable.

PART II

ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information and Holders

The Company’s shares of common stock are traded on the NASDAQ Global Select Market under the symbol “EBSB”. The approximate number of shareholders of record of the Company’s common stock as of March 1, 2013 was ~~937~~792. Certain shares of the Company are held in “nominee” or “street” name and accordingly, the number of beneficial owners of such shares is not known or included in the foregoing number.

The following table sets forth for each quarter of ~~2012~~2013 and ~~2011~~2012 the intra-day high and low sales prices per share of common stock as reported by Nasdaq. No cash dividends were declared in either year. OnThe ~~March 1,~~Company’s ~~2013,~~shares ~~the~~of ~~closing~~common ~~market~~stock ~~price~~are oftraded on the ~~Company’s~~Nasdaq ~~common~~Global ~~stock~~Select ~~was~~Market ~~$18~~under the symbol “EBSB.~~12.~~”

2012	High		Low		DividendsDeclared
	Price Per Share
Fourth quarter	$	17.98	$	15.65	$	—
2013	High		Low
Third quarter		17.35		13.38		—
Fourth quarter	$	24.40	$	20.21
Second quarter		13.92		12.51		—
Third quarter	$	22.13	$	18.02
First quarter		13.60		12.39		—
Second quarter	$	18.98	$	17.50
First quarter	$	21.75	$	16.50
2012
Fourth quarter	$	17.98	$	15.65
Third quarter	$	17.35	$	13.38
Second quarter	$	13.92	$	12.51
First quarter	$	13.60	$	12.39

2011	High		Low		DividendsDeclared
Fourth quarter	$	13.68	$	10.76	$	—
Third quarter		13.95		10.68		—
Second quarter		14.30		12.02		—
First quarter		14.05		11.82		—

Dividends

The Board of Directors may declare and pay periodic special cash dividends in addition to, or in lieu of, regular cash dividends. In determining whether to declare or pay any dividends, whether regular or special, the Board of Directors will take into account our financial condition and results of operations, tax considerations, ~~capital~~statutory ~~requirements,~~and ~~industry~~regulatory ~~standards~~limitations, and general economic conditions. ~~The~~However, ~~regulatory~~no ~~restrictions~~decision ~~that~~has ~~affect~~been made with respect to the ~~payment~~amount, if any, and timing of ~~dividends~~ byany ~~the~~dividend ~~Bank~~payments. toThe ~~the~~payment ~~Company~~and ~~discussed~~amount ~~below~~of ~~also~~any dividend payments will bedepend ~~considered~~upon a number of factors. We cannot ~~guarantee~~assure that we will pay dividends in the future, or that, ifany ~~paid,~~such wedividends will not ~~reduce~~be reduced or ~~eliminate~~eliminated ~~dividends~~ in the future.

If39 the Company pays dividends to its stockholders, it will be required to pay dividends to Meridian. The Federal Reserve Board’s current policy prohibits the waiver of dividends by mutual holding companies with subsidiary bank holding companies. In addition, Massachusetts banking regulations prohibit Meridian from waiving dividends declared and paid by the Company unless the Massachusetts Commissioner of Banks does not object to the waiver and provided the waiver is not detrimental to the safe and sound operation of the Bank. Accordingly, we do not currently anticipate that Meridian will be permitted to waive dividends paid by the Company.

If the Company pays dividends to its stockholders, it will be required to pay dividends to Meridian. The Federal Reserve Board’s current policy prohibits the waiver of dividends by mutual holding companies with subsidiary bank holding companies. In addition, Massachusetts banking regulations prohibit Meridian from waiving dividends declared and paid by the Company unless the Massachusetts Commissioner of Banks does not object to the waiver and provided the waiver is not detrimental to the safe and sound operation of the Bank. Accordingly, we do not currently anticipate that Meridian will be permitted to waive dividends paid by the Company.

The Company is subject to Massachusetts law, which prohibits distributions to stockholders if, after giving effect to the distribution, the Company would not be able to pay its debts as they become due in the usual course of business or the Company’s total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the Company were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution. In addition, the Company is subject to the Federal Reserve Board’s policy that dividends should be paid only out of current earnings and only if the prospective rate of earnings retention by the Company appears consistent with its capital needs, asset quality and overall financial condition. See “Regulation and Supervision — Holding Company Regulation.”

Dividends from the Company may depend, in part, upon receipt of dividends from the Bank because the Company has no source of income other than dividends from the Bank and earnings from investment of net proceeds from the offering retained by the Company. Massachusetts banking law and FDIC regulations limit distributions from the Bank to the Company. For example, the Bank could not pay dividends if it were not in compliance with applicable regulatory capital requirements. See “Regulation and Supervision — State Bank Regulation — Dividends” and “Federal Bank Regulation — Prompt Corrective Regulatory Action.”

Any payment of dividends by the Bank to the Company that would be deemed to be drawn out of the Bank’s bad debt reserves would require the Bank to pay federal income taxes at the then-current income tax rate on the amount deemed distributed. See “Federal and State Taxation — Federal Income Taxation” and Note 10, Income Taxes in the Notes to Consolidated Financial Statements included in Item 8, Financial Statements and Supplementary Data within this report. The Company does not contemplate any distribution by the Bank that would result in this type of tax liability.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

Not Applicable.

Securities Authorized for Issuance under Equity Compensation Plans

Information regarding stock-based compensation awards outstanding and available for future grants as of December 31, ~~2012~~ 2013, represents stock-based compensation plans approved by stockholders. Other than our Employee Stock Ownership Plan, there are no plans that have not been approved by stockholders. Additional information is presented in Note 12 11, Employee ~~Benefits~~ Benefit Plans, in the Notes to Consolidated Financial Statements included in Item 8, Financial Statements and Supplementary Data, within this report. Additional information regarding the Company’s equity compensation plans is included in Part III, Item 12(d) of this Form 10-K.

Purchases of Equity Securities by the Issuer and Affiliated Purchases

The following table sets forth information with respect to any purchase made by or on behalf of the Company during the indicated periods:

Period	(a)Total Number ofShares (or Units)Purchased		(b) Average PricePaid Per Share(or Unit)		(c)Total Number ofShares (or Units)Purchased as Partof PubliclyAnnounced Plansor Programs (1)		(d)Maximum Number(or ApproximateDollar Value) ofShares (or Units)that May Yet BePurchased Underthe Plans orPrograms
October 1 - 31, 2012		—	$	—		—		708,858
October 1 - 31, 2013		—	$	—		—		616,572
November 1 - 30, 2012		1,200		15.84		1,200		707,658
November 1 - 30, 2013		—	$	—		—		616,572
December 1 - 31, 2012		—		—		—		707,658
December 1 - 31, 2013		—	$	—		—		616,572
Total		~~1,200~~—	$	~~15.84~~—		~~1,200~~—		~~707~~616,~~658~~572

~~(1)~~40 In August 2011, the Company’s Board of Directors voted to adopt a fourth stock repurchase program of up to 10% of its outstanding common stock not held by its mutual holding company parent, or 904,224 shares of its common stock.

(1)

In August 2011, the Company’s Board of Directors voted to adopt a fourth stock repurchase program of up to 10% of its outstanding common stock not held by its mutual holding company parent, or 904,224 shares of its common stock. We terminated the repurchase program in connection with Meridian’s adoption of the Plan of Conversion.

Performance Graph

The ~~Company’s shares of common~~ stock ~~began trading on the NASDAQ Global Select Market on January 23, 2008. Accordingly, no comparative stock~~ performance ~~information is available for periods ending prior to this date. The performance~~ graph below compares the Company’s cumulative shareholder return on its common stock ~~since~~from ~~the~~December 31, ~~inception~~2008 ofto ~~trading on January~~December 2331, ~~2008~~2013 towith the cumulative total return of the NASDAQ Composite and the SNL Bank and Thrift Composite. Total shareholder return is measured by dividing total dividends (assuming dividend reinvestment) for the measurement period plus share price change for the period from the share price at the beginning of the measurement period. The return is based on an initial investment of $100.00.

Meridian Interstate Bancorp, Inc.

LOGO

Period Ending

Index

0112/2231/08

12/31/0809

12/31/0910

12/31/1011

12/31/1112

12/31/1213

Meridian Interstate Bancorp, Inc.

100.00

9294.5005

87127.0046

~~117~~134.9059

~~124~~181.5041

~~167~~244.8011

SNL Bank and Thrift

100.00

6398.9066

63110.0414

7085.3864

54115.7300

73157.4946

NASDAQ Composite

100.00

69145.4336

~~100~~171.9374

~~119~~170.2438

~~118~~200.2963

~~139~~281.2922

38Source: SNL Financial LC, Charlottesville, VA

ITEM 6.

SELECTED FINANCIAL DATA

The following ~~table~~tables ~~sets~~set forth selected consolidated financial data for the Company. This information should be read in conjunction with the Consolidated Financial Statements and related notes, and the section titled “Management’s Discussion and Analysis of Results of Operations and Financial Condition” that appear elsewhere in this Annual Report.

	At or For the Years Ended December 31,
(Dollars in thousands, except per share amounts)	2012			2011			2010			2009			2008
	2013			2012			2011			2010			2009
	(Dollars in thousands, except per share amounts)
Financial Condition Data
Total assets	$	2,~~278~~682,~~771~~101		$	12,~~974~~278,~~380~~771		$	1,~~835~~974,~~830~~380		$	1,~~211~~835,~~386~~830		$	1,~~065~~211,~~352~~386
Securities available for sale		~~262~~201,~~785~~137			~~335~~262,~~230~~785			~~360~~335,~~602~~230			~~293~~360,~~367~~602			~~252~~293,~~529~~367
Loans, net		12,~~786~~265,~~339~~400			1,~~341~~786,~~301~~339			1,~~173~~341,~~562~~301			~~813~~1,~~300~~173,562			~~704~~813,~~104~~300
Deposits		12,~~865~~248,~~433~~600			1,~~604~~865,~~488~~433			1,~~459~~604,~~729~~488			~~922~~1,~~475~~459,729			~~796~~922,~~852~~475
Borrowings		161,~~254~~903			~~131~~161,~~450~~254			~~148~~131,~~683~~450			75148,~~410~~683			6575,~~486~~410
Total stockholders’ equity		~~233~~249,~~943~~205			~~219~~233,~~944~~943			~~215~~219,~~611~~944			~~200~~215,~~415~~611			~~189~~200,~~840~~415
Operating Data
Interest and dividend income	$	8495,~~969~~204		$	7884,~~812~~969		$	8278,~~059~~812		$	5682,~~667~~059		$	5256,~~897~~667
Interest expense		1820,~~945~~135			2018,~~972~~945			2120,~~040~~972			2021,~~392~~040			2720,~~044~~392
Net interest income		6675,~~024~~069			5766,~~840~~024			6157,~~019~~840			3661,~~275~~019			2536,~~853~~275
Provision for loan losses		86,~~581~~470			38,~~663~~581			3,~~181~~663			43,~~082~~181			54,~~638~~082
Net interest income, after provision for loan losses		5768,~~443~~599			5457,~~177~~443			5754,~~838~~177			3257,~~193~~838			2032,~~215~~193
Non-interest income		2119,~~261~~416			1521,~~388~~261			1115,~~721~~388			511,~~295~~721			85,~~373~~295
Non-interest expenses		5964,~~948~~515			5059,~~994~~948			4850,~~804~~994			3148,~~566~~804			31,~~966~~566
Income (loss) before income taxes		18,756			18,571			20,755			5,922			(3,378	)
Income before income taxes		23,500			18,756			18,571			20,755			5,922
Provision (benefit) for income taxes		6,330			6,601			7,381			2,159			(1,270	)
Provision for income taxes		8,071			6,330			6,601			7,381			2,159
Net income (loss)	$	12,426		$	11,970		$	13,374		$	3,763		$	(2,108	)
Net income	$	15,429		$	12,426		$	11,970		$	13,374		$	3,763
Key Performance Ratios
Return (loss) on average assets		0.59	%		0.63	%		0.77	%		0.32	%		(0.20	)%
Return on average assets		0.62	%		0.59	%		0.63	%		0.77	%		0.32	%
Return (loss) on average equity		5.42			5.45			6.38			1.94			(1.09	)
Return on average equity		6.39			5.42			5.45			6.38			1.94
Interest rate spread(1)		3.1600			3.0616			3.6206			23.9562			2.0195
Net interest margin(2)		3.3315			3.2433			3.8024			3.3480			23.6134
Non-interest expense to average assets		2.8458			2.6684			2.8166			2.7181			2.9971
Efficiency ratio(3)		7776.9604			7477.1696			6574.0016			7465.8800			~~107~~74.2988
Average interest-earning assets to average interest-bearing liabilities		~~117~~118.3230			~~114~~117.9732			114.0697			~~120~~114.7606			~~122~~120.1676
Capital Ratios
Average equity to average assets		109.8766	%		1110.4787	%		1211.0547	%		1612.6505	%		1816.1765	%
Total capital to risk weighted assets(4)		10.23			1110.3623			11.3736			1411.1737			1514.2617
Tier I capital to risk weighted assets(4)		9.1005			109.4110			10.4941			1310.1749			1413.5017
Tier I capital to average assets(4)		8.1524			8.5215			8.5052			118.2050			1211.8220
Asset Quality Ratios
Allowance for loan losses/total loans		1.1311	%		01.9613	%		0.8696	%		10.1286	%		01.9712	%
Allowance for loan losses/non-accrual loans		5161.8100			2451.3181			2324.5431			4223.5954			4842.5759
Net charge-offs/average loans outstanding		0.0708			0.0607			0.1906			0.2319			0.3823
Non-accrual loans/total loans		21.1981			32.9719			3.6497			23.6364			2.0063
Non-performing assets/total assets		1.8560			21.9185			2.5791			2.0357			12.5803
Per Share Data
Basic earnings per share	$	0.5771		$	0.5557		$	0.6155		$	0.1761		$	~~N/A~~0.17
Diluted earnings per share		0.5770			0.5557			0.6155			0.1761			~~N/A~~0.17
Book value per share		1011.5721			910.9351			9.5985			9.0750			89.3401
Tangible book value per share		9.95			9.31			8.98			9.07			8.34
Tangible book value per share(5)		10.60			9.90			9.24			8.90			9.01
Market value per share		1622.7858			1216.4578			1112.7945			811.7079			98.2570
Number of shares outstanding at end of period		22,135,855			22,149,409			22,480,877			22,098,565			22,750,000
Number of shares outstanding at end of year		22,221,179			22,254,910			22,326,929			22,693,717			22,231,685
Other data: Number of offices		24			23			19			13			12
Other data
Number of offices		27			24			23			19			13
Number of full-time equivalent employees		420			415			385			327			197

(1)	Represents the difference between the weighted average yield on average interest-earning assets and the weighted average cost of interest-bearing liabilities.

(2)	Represents net interest income as a percent of average interest-earning assets.

(3)	Represents non-interest expense excluding data processing contract termination costs, divided by the sum of net interest income and non-interest income excluding gains or losses on securities and gain on sale of investment in affiliate bank.

(4)	Ratios are for East Boston Savings Bank only.

39(5) Tangible book value per share is calculated as follows.


	At December 31,
	2013		2012		2011		2010		2009
	(Dollars in thousands, except per share data)
Total stockholders’ equity	$	249,205	$	233,943	$	219,944	$	215,611	$	200,415
Less: goodwill		13,687		13,687		13,687		13,687		—

Tangible book value	$	235,518	$	220,256	$	206,257	$	201,924	$	200,415

Number of shares outstanding at end of year		22,221,179		22,254,910		22,326,929		22,693,717		22,231,685
Tangible book value per share	$	10.60	$	9.90	$	9.24	$	8.90	$	9.01

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~The~~This ~~objective~~discussion ofand ~~this~~analysis ~~section~~reflects our consolidated financial statements and other relevant statistical data, and is intended to ~~help~~enhance ~~readers~~your ~~understand~~understanding of our ~~views~~financial oncondition ~~our~~and results of operations ~~and financial condition~~. You should read the information in this ~~discussion~~section in conjunction with ~~the~~our ~~consolidated~~business and financial ~~statements~~information and ~~notes~~the toConsolidated ~~the~~Financial ~~consolidated~~Statements ~~financial~~and related ~~statements~~notes that appear elsewhere in this Annual Report.

Critical Accounting Policies

~~The~~A ~~Company’s~~ summary of significant accounting policies ~~are~~is described in Note 1 to the Consolidated Financial Statements included in this Annual Report on Form 10-K for the year ended December 31, ~~2012~~2013. Critical accounting estimates are necessary in the application of certain accounting policies and procedures and are particularly susceptible to significant change. Critical accounting policies are defined as those involving significant judgments and assumptions by management that could have a material impact on the carrying value of certain assets or on income under different assumptions or conditions. Management believes that the most critical accounting policies, which involve the most complex or subjective decisions or assessments, are as follows:

Allowance for Loan Losses. The determination of the allowance for loan losses is considered critical due to the high degree of judgment involved, the subjectivity of the underlying assumptions used, and the potential for changes in the economic environment that could result in material changes in the amount of the allowance for loan losses considered necessary. The allowance for loan losses is utilized to absorb losses inherent in the loan portfolio. The allowance represents management’s estimate of losses as of the date of the financial statements. The allowance includes an allocated component for impaired loans and a general component for pools of non-impaired loans.

The determination of the allowance for loan losses is considered critical due to the high degree of judgment involved, the subjectivity of the underlying assumptions used, and the potential for changes in the economic environment that could result in material changes in the amount of the allowance for loan losses considered necessary. The allowance for loan losses is utilized to absorb losses inherent in the loan portfolio. The allowance represents management’s estimate of losses as of the date of the financial statements. The allowance includes an allocated component for impaired loans and a general component for pools of non-impaired loans.

The adequacy of the allowance for loan losses is evaluated on a regular basis by management and is based upon management’s periodic review of the collectability 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.

While management believes that it uses the best information available to establish the allowance for loan losses, future adjustments to the allowance may be necessary and results of operations could be adversely affected if circumstances differ substantially from the assumptions used in making its determinations. Because the estimation of inherent losses cannot be made with certainty, there can be no assurance that the existing allowance for loan losses is adequate or that increases will not be necessary should the quality of any loan deteriorate as a result of the factors noted above. Any material increase in the allowance for loan losses may adversely affect the financial condition and results of operations and will be recorded in the period in which the circumstances become known.

~~Valuation~~43 ~~of Goodwill and Analysis for Impairment~~

The Company’s goodwill resulted from the acquisition of another financial institution accounted for under the acquisition method of accounting. The amount of goodwill recorded at acquisition is impacted by the recorded fair value of the assets acquired and liabilities assumed, which is an estimate determined by the use of internal or other valuation techniques.

Goodwill is subject to an annual review by management that first assesses qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. The Company would not be required to calculate the fair value of the Company or the reporting unit unless management determines, based on the qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. If the two-step quantitative goodwill impairment test is necessary, step one compares the book value of the Company or the reporting unit to the fair value of the Company, or to the fair value of the reporting unit. If test one is failed, a more detailed analysis is performed, which involves measuring the excess of the fair value of the reporting unit, as determined in step one, over the aggregate fair value of the individual assets, liabilities, and identifiable intangibles by utilizing a comparable analysis of relevant price multiples in recent market

~~transactions.~~deteriorate Inas ~~the~~a ~~event~~result of ~~future~~the ~~changes~~factors innoted ~~fair~~above. ~~value,~~Any material increase in the ~~Company~~allowance for loan losses may beadversely ~~exposed~~affect tothe anfinancial ~~impairment~~condition ~~charge~~and ~~that~~results ~~could~~of operations and will be recorded ~~material~~in the period in which the circumstances become known.

~~Other-than-temporary~~Valuation of Goodwill and Analysis for Impairment. Our goodwill resulted from the acquisition of ~~Securities~~another financial institution accounted for under the acquisition method of accounting. The amount of goodwill recorded at acquisition is impacted by the recorded fair value of the assets acquired and liabilities assumed, which is an estimate determined by the use of internal or other valuation techniques.

InGoodwill ~~analyzing~~is asubject ~~debt~~to ~~issuer’s~~an ~~financial~~annual ~~condition,~~impairment review by management ~~considers~~that first assesses qualitative factors to determine whether ~~the~~it ~~securities~~is ~~are~~necessary ~~issued~~to byperform the two-step quantitative goodwill impairment test. ~~federal~~We ~~government~~would ornot ~~its~~be ~~agencies,~~required ~~whether~~to ~~downgrades~~calculate byour ~~bond~~fair ~~rating~~value ~~agencies~~of ~~have~~the ~~occurred~~reporting unit unless management determines, ~~industry~~based ~~analysts’~~on ~~reports~~the ~~and~~qualitative assessment, tothat ait ~~lesser~~is ~~extent~~more ~~given~~likely than not that its fair value is less than its carrying amount. If the ~~relatively~~two-step quantitative ~~insignificant~~goodwill ~~levels~~impairment test is necessary, step one compares our book value of ~~depreciation~~the inreporting unit to our fair value, or to the ~~Company’s~~fair ~~debt~~value ~~portfolio~~of the reporting unit. If test one is failed, a more detailed analysis is performed, which involves ~~spread~~measuring ~~differentials~~the ~~between~~excess of the ~~effective~~fair ~~rates~~value onof ~~instruments~~the reporting unit, as determined in step one, over the ~~portfolio~~aggregate ~~compared~~fair tovalue ~~risk-free~~of ~~rates.~~the ~~Management~~individual ~~evaluates~~assets, ~~securities~~liabilities, ~~for~~and ~~other-than-temporary~~identifiable ~~impairment~~intangibles atas ~~least~~if onthe financial reporting unit was being acquired in a business ~~quarterly~~combination. ~~basis~~In the event of future changes in fair value, ~~and~~we ~~more~~may ~~frequently~~be ~~when~~exposed ~~economic~~to ~~or market~~an ~~concerns~~impairment ~~warrant~~charge ~~such~~that ~~evaluation~~could be material.

Other-than-temporary Impairment of Securities. In analyzing a debt issuer’s financial condition, management considers whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, industry analysts’ reports and, to a lesser extent given the relatively insignificant levels of depreciation in our debt portfolio, spread differentials between the effective rates on instruments in the portfolio compared to risk-free rates. Management evaluates securities for other-than-temporary impairment at least on a quarterly basis, and more frequently when economic or market concerns warrant such evaluation.

From time to time, management’s intent to hold depreciated debt securities to recovery or maturity may change as a result of prudent portfolio management. If management’s intent changes, unrealized losses are recognized either as impairment charges to the consolidated income statement or as realized losses if a sale has been executed. In most instances, management sells the securities at the time their intent changes.

In analyzing an equity issuer’s financial condition, management considers industry analysts’ reports, financial performance and projected target prices of investment analysts within a one-year time frame. A decline of 10% or more in the value of an acquired equity security is generally the triggering event for management to review individual securities for liquidation and/or classification as other-than-temporarily impaired. Impairment losses are recognized when management concludes that declines in the value of equity securities are other than temporary, or when they can no longer assert that they have the intent and ability to hold depreciated equity securities for a period of time sufficient to allow for any anticipated recovery in fair value. Unrealized losses on marketable equity securities that are in excess of 25% of cost and that have been sustained for more than twelve months are generally considered-other-than temporary and charged to earnings as impairment losses, or realized through sale of the security.

Income Taxes. We reduce deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is not more likely than not that some portion or all of the deferred tax assets will be realized. We assess the realizability of our deferred tax assets by assessing the likelihood of our generating federal and state tax income, as applicable, in future periods in amounts sufficient to offset the deferred tax charges in the periods they are expected to reverse. Based on this assessment, management concluded that a valuation allowance was not required as of December 31, 2013, 2012 and 2011.

~~The~~Business ~~Company~~Strategy reduces deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is not “more likely than not” that some portion or all of the deferred tax assets will be realized. The Company assesses the realizability of its deferred tax assets by assessing the likelihood of the Company generating federal and state tax income, as applicable, in future periods in amounts sufficient to offset the deferred tax charges in the periods they are expected to reverse. Based on this assessment, management concluded that a valuation allowance was not required as of December 31, 2012, 2011 and 2010.

~~Operating~~We ~~Strategies~~have a community banking strategy that emphasizes responsive and personalized service to our customers. Due to the consolidation of financial institutions in our market, we believe there is a significant opportunity for a community-focused bank to provide a full range of financial services to small and middle-market commercial and retail customers. By offering quicker decision making in the delivery of banking

~~Our~~44 ~~mission is to operate and grow a profitable community-oriented financial institution. We plan to achieve this by executing our strategies of:~~

1. Managing credit risk to maintain a low level of nonperforming assets, and interest rate risk to optimize our net interest margin;

2. Growing our franchise through the opening of additional branch offices, expanding lending capacity and the possible acquisition of existing financial service companies or their assets;

3. Increasing core deposits through aggressive marketing and offering new deposit products; and

4. Continuing to grow and diversify our sources of non-interest income.

Managing credit risk to maintain a low level of nonperforming assets, and interest rate risk to optimize our net interest margin

Managing risk is an essential part of successfully managing a financial institution. Credit risk and interest rate risk are two prominent risk exposures that we face. Credit risk is the risk of not collecting the interest and/or the principal balance of a loan or investment when it is due. Our strategy for credit risk management focuses on

~~having~~products ~~well-defined~~and ~~credit~~services, ~~policies~~offering ~~and~~customized ~~uniform~~products ~~underwriting~~where ~~criteria~~appropriate, and providing ~~prompt~~customer ~~attention~~access to ~~potential~~our ~~problem~~senior ~~loans.~~managers, Wewe ~~believe~~distinguish ~~that~~ourselves ~~strong~~from ~~asset~~larger, ~~quality~~regional isbanks aoperating ~~key~~in ~~to long-term~~our ~~financial~~market ~~success.~~areas, Wewhile ~~have~~our ~~sought~~larger tocapital ~~grow~~base and ~~diversify~~product ~~the~~mix ~~loan~~enable ~~portfolio,~~us ~~while~~to ~~maintaining~~compete aeffectively ~~strong~~against ~~asset~~smaller ~~quality~~banks. ~~and~~As ~~moderate~~a ~~credit risk~~result, ~~using underwriting standards that~~ we believe ~~are~~we ~~conservative,~~have asa ~~well~~substantial asopportunity ~~diligent~~to ~~monitoring~~attract ofexperienced ~~the portfolio~~management, ~~and~~loan ~~loans~~officers ~~in non-accrual status~~ and ~~on-going~~banking ~~collection efforts~~customers. ~~Although~~We believe wethis will ~~continue~~provide tous ~~originate~~a ~~commercial~~competitive ~~real~~advantage ~~estate,~~as ~~commercial~~we ~~business~~continue ~~and~~to ~~construction~~expand ~~loans~~into attractive, wehigh ~~intend~~growth tomarkets ~~continue~~around ~~our~~the ~~philosophy~~Boston ofmetropolitan ~~managing~~area ~~large loan exposures~~ through ~~our~~the ~~experienced,~~establishment ~~risk-based~~of ~~approach~~de tonovo ~~lending.~~bank Inbranch ~~addition~~offices, wethe ~~intend~~potential toacquisition ~~remain~~of ~~focused~~community banks onand ~~lending~~bank ~~within the Bank’s immediate market area~~branches, ~~with~~and aorganic ~~specific~~expansion ~~focus~~where onpossible ~~commercial customers disaffected~~ by ~~their~~growing ~~relationships with~~our ~~larger~~existing ~~banks~~branches ~~as a result of turmoil~~ in ~~the~~their ~~industry~~respective communities.

WeOur ~~continually~~strategies ~~monitor~~center ~~the~~on ~~investment~~our ~~portfolio~~continued ~~for credit~~development ~~risk,~~into ~~with~~ a ~~monthly~~full-service, ~~formal~~community-oriented ~~review~~bank byand the ~~Company’s~~expansion ~~Executive Committee~~ of ~~any~~our ~~issuers~~branch ~~that~~network ~~have~~to ~~heightened~~more ~~credit~~adequately ~~risk~~cover ~~factors~~the ~~such~~large asgeography ~~rating~~of ~~agency and analyst downgrades and declines in market valuation. In addition,~~ the ~~Executive~~Boston ~~Committee~~metropolitan ~~reviews new investments for credit-worthiness before purchase~~area. ~~The~~In ~~Company~~order ~~generally~~to ~~purchases~~realize ~~marketable~~these ~~equity securities in lots over time~~objectives, ~~while~~we ~~debt securities~~ are ~~purchased~~pursuing ~~individually.~~the Wefollowing ~~intend~~strategies: to replace maturing investments in 2013 as determined to be appropriate in accordance with our risk management policies and our funding needs. The Company also invests in money market mutual fund accounts which it utilizes as an alternative to investing excess cash in federal funds.

~~Interest~~Emphasizing ~~rate~~growth ~~risk~~in iscommercial lending. We have diversified our loan portfolio by increasing the percentage ~~potential~~of ~~reduction~~our assets consisting of ~~net~~higher-yielding commercial and industrial loans and commercial real estate loans with higher risk-adjusted returns, shorter maturities and more sensitivity to interest ~~income~~rate asfluctuations, while still providing high quality loan products for single-family residential borrowers. We have a ~~result~~highly competitive suite of ~~changes~~cash inmanagement ~~interest~~services, ~~rates. Our~~technology ~~earnings~~solutions, and internal support expertise specific to the ~~market~~needs ~~value~~of small to mid-sized commercial business customers. In the third quarter of 2011, we significantly expanded our ~~assets~~commercial and ~~liabilities~~industrial ~~are~~lending ~~subject~~platform towith ~~fluctuations~~the ~~caused~~establishment byof ~~changes~~a innew ~~the~~corporate ~~level~~banking division comprised of ~~interest~~a ~~rates.~~veteran Weteam ~~manage~~of ~~the~~bankers ~~interest~~and ~~rate~~related ~~sensitivity~~underwriting personnel that enhanced our presence in all of our ~~interest-bearing~~market ~~liabilities~~areas and ~~interest-earning~~strengthened ~~assets~~our ~~in an~~business ~~effort~~product toofferings ~~minimize~~and ~~the~~cash ~~adverse~~management ~~effects~~expertise. During 2011, we also successfully expanded our commercial real estate loan origination capacity by adding a team of experienced ~~changes~~loan inoriginators ~~the~~and ~~interest~~related ~~rate~~underwriting ~~environment~~personnel. ToWe ~~reduce~~believe ~~the~~that ~~potential~~we ~~volatility~~distinguish ofourselves ~~our~~from ~~earnings~~larger, wenational ~~have~~banks ~~sought~~operating toin ~~improve~~our market areas by offering quicker decision making in the ~~match~~delivery ~~between~~of ~~asset~~our products and ~~liability~~services ~~maturities~~and competitive customer-driven products with excellent service and ~~rates~~responsiveness, and by providing customer access to our senior managers, while ~~maintaining~~our ~~an acceptable~~larger ~~interest~~capital ~~rate~~base ~~spread~~and product mix enable us to compete effectively against smaller banks. Our lending ~~strategy~~staff ~~for~~is ~~managing~~experienced ~~interest~~and ~~rate~~knowledgeable ~~risk~~about ~~emphasizes:~~local ~~originating~~commercial ~~loans~~business ~~with~~in ~~adjustable~~our ~~interest~~markets, ~~rates;~~enabling ~~selling~~us ~~the~~to ~~residential~~build ~~real~~on ~~estate~~the ~~fixed~~relationship-~~rate~~style ~~loans~~banking ~~with~~that ~~terms~~is ~~greater~~our ~~than~~hallmark. 10We ~~years~~also ~~that~~intend weto ~~originate; promoting~~selectively ~~core~~add ~~deposit~~additional products; to provide diversification of revenue sources and ~~gradually~~to ~~extending~~capture ~~the~~our ~~maturity~~customer’s offull ~~funding~~relationship. ~~sources,~~We asintend ~~borrowing~~to ~~and~~continue ~~term~~to expand our business by cross selling our loan and deposit ~~rates~~products ~~are~~and ~~historically~~services ~~low~~to our customers.

InHiring ~~order~~experienced toemployees ~~improve~~with ~~our~~a ~~risk~~customer ~~management,~~service wefocus. ~~utilize~~We ahave ~~Risk~~been ~~Management~~successful ~~Officer~~in toattracting ~~oversee~~and retaining ~~the~~banking ~~bank-wide~~professionals ~~risk~~with ~~management~~strong ~~process~~community relationships and significant knowledge of our markets which is central to our business strategy. ~~These~~Exceptional ~~responsibilities~~service, ~~include~~local ~~the~~involvement ~~implementation~~and oftimely andecision ~~overall~~making ~~risk~~are ~~program~~integral parts of our ~~and~~business strategy, ~~determining~~and ~~risks~~we have attracted highly qualified and ~~implementing~~highly ~~risk~~motivated ~~mitigation~~individuals. ~~strategies~~We inbelieve ~~the~~that ~~following~~by ~~areas:~~focusing ~~interest~~on ~~rates,~~experienced ~~operational/compliance,~~bankers ~~liquidity,~~who ~~strategic,~~are ~~reputation~~established in their communities, ~~credit~~we enhance our market position and ~~legal/regulatory~~add profitable growth opportunities. ~~This~~Our ~~position~~compensation ~~provides~~and ~~counsel~~incentive tosystems ~~members~~are of aligned with our ~~senior~~strategies ~~management~~to ~~team~~grow core deposits and commercial loans, while maintaining asset quality. We have a strong corporate culture based on ~~all~~personal ~~issues~~accountability, ~~that~~high ~~affect~~ethical standards and significant training opportunities, which is supported by our ~~risk~~commitment ~~positions~~to career development and promotion from within the organization.

~~Expanding~~Improving ~~our~~profitability ~~franchise~~ through disciplined pricing, expense control and balance sheet management. We have achieved many milestones over the ~~opening~~last offive years as we have grown total assets ~~additional~~from $1.2 billion at December 31, 2009 to $2.7 billion at December 31, 2013. Since 2002, we have opened 14 de novo branches, the most recent in November 2013, and acquired six branch offices in our 2010 acquisition of Mt. Washington Co-operative Bank. We intend to continue our geographic expansion in the greater Boston metropolitan area by opening de novo branches in communities contiguous to those we currently serve, ~~additions~~as opportunities present themselves in favorable locations. We have also focused significant efforts and invested heavily in our infrastructure to ~~lending~~support ~~capacity~~future growth, creating brand awareness, competitive products and ~~the~~a ~~possible~~strong ~~acquisition~~and experienced workforce. We believe these initiatives have positioned us well to implement a strategy focused on improving operating efficiency and earnings growth. While we expect to continue to drive an appropriate level of ~~existing~~loan ~~financial~~and ~~service~~deposit ~~companies~~growth, orwe ~~their~~will ~~assets~~keenly focus on enhancing our profitability by exercising a disciplined approach to product pricing, expense control and balance sheet mix.

We45 are always looking to expand our franchise in the greater Boston metropolitan area. Since 2002, we have opened 13 de novo branches, the most recent in February 2013. In the third quarter of 2011, we significantly expanded our commercial business lending capacity with the establishment of a new corporate banking division comprised of a veteran team of bankers that is expected to enhance our presence in all of our market areas and add strength to our business platform. We intend to continue our geographic expansion in the greater Boston metropolitan area by opening de novo branches in communities contiguous to those currently served by the Bank, as opportunities present themselves in favorable locations. There are considerable costs involved in opening branches and expansion of lending capacity that generally require a period of time to generate the necessary revenues to offset their costs, especially in areas in which we do not have an established presence. Accordingly, any such business expansion can be expected to negatively impact our earnings for some period of time until certain economies of scale are reached.

On January 4, 2010, the Company completed its acquisition of Mt. Washington Co-operative Bank (“Mt. Washington”). The combination of Mt. Washington and the Bank resulted in a community bank with 19 full service branch offices located throughout the Boston metropolitan area. The transaction increased the Company’s deposits from $922.5 million to $1.3 billion as of January 4, 2010. We hope to continue to increase our franchise by pursuing expansion through the acquisition of existing financial service companies or their assets, although we currently have no specific plans or agreements regarding any acquisitions.

InExpanding ~~addition~~our topresence ~~branching,~~and ~~lending~~market ~~expansion~~share ~~and~~in ~~acquisitions,~~contiguous weand ~~are~~nearby ~~focusing~~market onareas ~~upgrading~~and ~~existing~~capturing ~~facilities~~business opportunities resulting from changes in anthe ~~effort~~competitive toenvironment. ~~better~~Over ~~serve~~the last several years, our ~~customers~~markets have been subject to large-scale consolidation of local community banks primarily by larger, out-of-state financial institutions. ~~The~~We ~~new~~believe ~~facilities~~there is a large customer base in our market that prefers doing business with a local institution and may be dissatisfied with the ~~renovations~~service toreceived ~~our~~from ~~existing~~larger ~~facilities~~regional ~~are~~banks. ~~expected~~We believe that opportunities currently exist in contiguous and nearby market areas to begrow ~~funded~~our byfranchise ~~cash~~and ~~generated~~to bycomplement our ~~business~~primary market areas. ~~Consequently~~In addition, weby dodelivering ~~not~~high ~~currently~~ quality, customer-focused products and services, we expect to ~~borrow~~attract ~~funds~~additional borrowers ~~specifically~~and ~~for~~depositors ~~these~~and ~~expansion~~thus ~~projects~~increase our market share and revenue generation.

~~Increasing~~We ~~core~~believe the success of our strategy is evidenced by the growth of our deposits to $2.249 billion at December 31, 2013 from $922.5 million at December 31, 2009, and net loans, which increased to $2.265 billion at December 31, 2013 from $813.3 million at December 31, 2009. We also believe that community bank consolidation will continue to take place and further believe that, with our capital and liquidity positions after this offering, we will be positioned to take advantage of industry consolidation through ~~aggressive~~de ~~marketing~~novo branching, potential acquisition of individual branches, and the potential for whole bank acquisitions. We do not, however, currently have any understandings or agreements regarding any specific acquisition transaction and will be disciplined when evaluating and deciding on future expansion, acquisitions and de novo branching opportunities. Our focus will be on the ~~offering~~Massachusetts markets we know and understand, with a primary view toward continued growth in the Boston metropolitan area. We believe our management team’s unique understanding of ~~new~~the ~~deposit~~Massachusetts ~~products~~market facilitates our growth into locations that will provide the right complement to our existing franchise and geographic footprint.

~~Retail~~It ~~deposits~~is ~~are~~ our ~~primary~~intention ~~source~~to ofachieve ~~funds~~significant ~~for~~market ~~investing and~~penetration ~~lending.~~in ~~Core~~a ~~deposits,~~relatively ~~which~~short ~~include~~period ~~all~~of ~~deposit~~time ~~account~~when ~~types~~we enter ~~except~~a ~~certificates~~new ~~of deposit, comprised 66~~market.3% ofIn ~~our~~advance ~~total deposits at December 31, 2012, up from 59.7%~~ of ~~total~~any ~~deposits~~branch atexpansion ~~December 31,~~we ~~2011.~~hire Weexperienced ~~value~~local ~~our~~bankers ~~core deposits~~and ~~because~~make ~~they represent~~ a ~~lower~~concerted ~~cost~~effort ~~of funding and are generally less sensitive~~ to ~~withdrawal~~establish ~~when~~as ~~interest~~many ~~rates~~high ~~fluctuate~~profile contacts as ~~compared~~possible toin ~~certificate~~the ofnew ~~deposit~~target ~~accounts~~area. We ~~market~~are ~~core~~focused ~~deposits~~on ~~through~~generating ~~the~~key ~~internet,~~loan ~~in-branch~~ relationships and ~~local mail,~~capturing ~~print~~significant ~~and~~deposit ~~television~~market ~~advertising,~~share asin ~~well~~our asmarkets. ~~programs~~Upon ~~that~~commencement ~~link~~of ~~various~~operations ~~accounts~~in ~~and~~a ~~services~~new ~~together~~location, ~~minimizing~~we ~~service~~monitor ~~fees.~~and Weaggressively ~~will~~pursue ~~continue~~a tocore ~~customize~~deposit ~~existing~~strategy ~~deposit~~that ~~products~~enhances profitability and ~~introduce~~we ~~new~~believe ~~products~~provides toquality ~~meet~~market penetration in the ~~needs~~most ofexpedient ~~our customers~~manner.

~~Continuing~~Managing credit risk to maintain a low level of nonperforming assets, and interest rate risk to optimize our net interest margin. Managing risk is an essential part of successfully managing a financial institution. Credit risk and interest rate risk are two prominent risk exposures that we face. Credit risk is the risk of not collecting the interest and/or the principal balance of a loan or investment when it is due. Our strategy for credit risk management focuses on having well-defined credit policies and uniform underwriting criteria and providing prompt attention to potential problem loans. We believe that strong asset quality is a key to long-term financial success. We have sought to grow and diversify ~~our~~the ~~sources~~loan portfolio, while maintaining a strong asset quality and moderate credit risk, using underwriting standards that we believe are conservative, as well as diligent monitoring of the portfolio and loans in non-~~interest~~accrual ~~income~~status and on-going collection efforts. Although we will continue to originate commercial real estate, commercial business and construction loans, we intend to continue our philosophy of managing large loan exposures through our experienced, risk-based approach to lending. In addition, we intend to remain focused on lending within our immediate market area, with a specific focus on commercial customers disaffected by their relationships with larger banks as a result of turmoil in the industry.

~~Our~~Interest ~~profits~~rate ~~rely~~risk ~~heavily~~is on the ~~spread~~potential ~~between~~reduction ~~the~~of net interest ~~earned~~income onas ~~loans~~a ~~and~~result ~~securities~~of ~~and~~changes in interest ~~paid~~rates. ~~on deposits~~Our earnings and ~~borrowings.~~the Inmarket ~~order~~value toof ~~decrease~~ our ~~reliance~~assets onand ~~interest~~liabilities ~~rate~~are ~~spread~~subject ~~income,~~to wefluctuations ~~have~~caused ~~pursued~~by ~~initiatives~~changes toin ~~increase~~the ~~non-~~level of interest ~~income~~rates. We ~~generated~~manage ~~income~~the ~~from~~interest ~~customer~~rate ~~service~~sensitivity ~~fees~~ of ~~$6.6~~our ~~million,~~interest-bearing ~~$5.9~~liabilities ~~million~~ and ~~$5.8~~interest-earning ~~million~~assets in ~~2012,~~an ~~2011~~effort ~~and~~to ~~2010,~~minimize ~~respectively.~~the Weadverse ~~offer~~effects ~~reverse~~of ~~mortgages,~~changes ~~which~~in ~~generated~~the ~~$105,000,~~interest ~~$161,000~~rate ~~and~~environment. ~~$135,000~~To ofreduce ~~loan~~the ~~fee~~potential ~~income~~volatility inof ~~2012~~our earnings, ~~2011~~we ~~and~~have ~~2010,~~sought ~~respectively.~~to Weimprove ~~also~~the ~~offer~~match ~~non-deposit~~between ~~investment~~asset ~~products,~~and ~~including~~liability ~~mutual~~maturities ~~funds,~~and ~~annuities~~rates, ~~stocks,~~ ~~bonds,~~while ~~life~~maintaining ~~insurance~~an acceptable ~~and~~interest ~~long-term~~rate ~~care~~spread. Our ~~non-deposit~~strategy ~~financial~~for ~~products~~managing ~~generated~~interest ~~$432,000,~~rate ~~$198,000~~risk ~~and~~emphasizes: ~~$302,000~~originating ofloans ~~non-~~with adjustable interest ~~income~~rates; ~~during~~selling the residential real estate fixed-rate loans with terms greater than 10 years ~~ended~~that ~~December 31,~~we ~~2012,~~originate; promoting ~~2011~~core deposit products; and ~~2010~~adjusting the interest rates and maturities of funding sources, ~~respectively~~as necessary.

Increasing core deposits through aggressive marketing and the offering of new deposit products. Deposits are our primary source of funds for investing and lending. Core deposits, which include all deposit account types except certificates of deposit, comprised 69.9% of our total deposits at December 31, 2013, up from 66.3% of

total deposits at December 31, 2012. We value our core deposits because they represent a lower cost of funding and are generally less sensitive to withdrawal when interest rates fluctuate as compared to certificate of deposit accounts. We market core deposits through the internet, in-branch and local mail, print and television advertising, as well as programs that link various accounts and services together, minimizing service fees. We will continue to customize existing deposit products and introduce new products to meet the needs of our customers.

Continuing to grow and diversify our sources of non-interest income. Our profits rely heavily on the spread between the interest earned on loans and securities and interest paid on deposits and borrowings. In order to decrease our reliance on interest rate spread income, we have pursued initiatives to increase non-interest income. Our focus on attaining additional deposit customer relationships and balances has enabled us to increase income from customer service fees to $7.1 million for the year ended December 31, 2013 from $6.6 million and $5.9 million for the years ended December 31, 2012 and 2011, respectively. We have also increased our mortgage banking activities in recent years. We also offer non-deposit financial products, including mutual funds, annuities, stocks, bonds, life insurance and long-term care.

Balance Sheet Analysis

Assets. Our total assets increased $403.3 million, or 17.7%, to $2.682 billion at December 31, 2013 from $2.279 billion at December 31, 2012. Net loans increased $479.1 million, or 26.8%, to $2.265 billion at December 31, 2013 from $1.786 billion at December 31, 2012. Cash and cash equivalents decreased $6.9 million, or 7.4%, to $86.3 million at December 31, 2013 from $93.2 million at December 31, 2012. Securities available for sale decreased $61.6 million, or 23.5%, to $201.1 million at December 31, 2013 from $262.8 million at December 31, 2012.

~~Our~~Loan ~~total~~Portfolio Analysis. ~~assets~~At ~~increased~~December 31, ~~$304.4 million~~2013, ornet ~~15.4%,~~loans towere $2.~~279~~265 billion, ator ~~December 31,~~84.5% ~~2012~~of ~~from $1~~total assets.~~974~~ ~~billion~~During atthe year ended December 31, ~~2011.~~2013, ~~Net~~net loans increased $~~445~~479.01 million, or 3326.28%~~, to $1~~.~~786~~ ~~billion~~The atincrease ~~December 31,~~was ~~2012~~primarily ~~from~~due ~~$1.341~~to ~~billion~~increases atof ~~December 31, 2011~~$236.8 million ~~Cash~~in ~~and~~commercial ~~cash~~real ~~equivalents~~estate ~~decreased~~loans, $63109.52 million, orin ~~40.5%~~multi-family loans, to $9335.2 5 million atin ~~December 31~~construction loans, ~~2012 from~~ $~~156~~99.72 million atin ~~December 31,~~commercial ~~2011.~~business ~~Securities~~loans ~~available~~and ~~for sale decreased~~ $7210.49 million, orin ~~21.6%,~~one- to ~~$262.8~~four-family ~~million~~residential ~~at December 31, 2012 from $335~~loans.2 ~~million at December 31, 2011.~~

~~Loans~~47

At December 31, 2012, net loans were $1.786 billion, or 78.4% of total assets. During the year ended December 31, 2012, total loans increased $445.0 million, or 33.2%. The net increase in loans for the year ended December 31, 2012 was primarily due to increases of $267.1 million in commercial real estate loans, $80.1 million in construction loans, $76.3 million in commercial business loans and $25.3 million in one-to four-family residential loans.

Our loan portfolio consists primarily of residential real estate, commercial real estate, construction, commercial and consumer segments. The residential real estate loans include classes for one- to four-family, multi-family and home equity lines of credit. There are no foreign loans outstanding. Interest rates charged on loans are affected principally by the demand for such loans, the supply of money available for lending purposes and the rates offered by our competitors. Loan ~~Portfolio~~detail ~~Analysis~~by category was as follows:

Our loan portfolio consists primarily of residential real estate, commercial real estate, construction, commercial and consumer segments. The residential real estate loans include classes for one-to four-family, multi-family and home equity lines of credit. There are no foreign loans outstanding. Interest rates charged on loans are affected principally by the demand for such loans, the supply of money available for lending purposes and the rates offered by our competitors. Loan detail by category was as follows:


	At December 31,
	2013						2012						2011						2010						2009
	Amount			Percent			Amount			Percent			Amount			Percent			Amount			Percent			Amount			Percent
	(Dollars in thousands)
Real estate loans:
Residential real estate:
One-to four-family	$	454,148			19.8	%	$	443,228			24.5	%	$	417,889			30.9	%	$	402,887			34.0	%	$	276,122			33.5	%
Multi-family		288,172			12.6			178,948			9.9			176,668			13.0			135,290			11.4			53,402			6.5
Home equity lines of credit		54,499			2.4			60,907			3.4			60,989			4.5			62,750			5.3			29,979			3.6
Commercial real estate		1,032,408			45.0			795,642			44.0			528,585			39.0			433,504			36.6			350,648			42.6
Construction		208,799			9.1			173,255			9.6			93,158			6.9			113,142			9.6			94,102			11.4

Total real estate loans		2,038,026			88.9			1,651,980			91.4			1,277,289			94.3			1,147,573			96.9			804,253			97.6
Commercial business loans		247,005			10.8			147,814			8.2			71,544			5.3			30,189			2.6			18,029			2.2
Consumer		7,225			0.3			7,143			0.4			5,195			0.4			6,043			0.5			1,205			0.2

Total loans		2,292,256			100.0	%		1,806,937			100.0	%		1,354,028			100.0	%		1,183,805			100.0	%		823,487			100.0	%

Allowance for loan losses		(25,335	)					(20,504	)					(13,053	)					(10,155	)					(9,242	)
Net deferred loan origination (fees) costs		(1,521	)					(94	)					326						(88	)					(945	)

Loans, net	$	2,265,400					$	1,786,339					$	1,341,301					$	1,173,562					$	813,300

	At December 31,
	2012						2011						2010						2009						2008
(Dollars in thousands)	Amount			%			Amount			%			Amount			%			Amount			%			Amount			%
Real estate loans:
Residential real estate:
One-to four-family	$	443,228			24.5	%	$	417,889			30.9	%	$	402,887			34.0	%	$	276,122			33.5	%	$	274,716			38.6	%
Multi-family		178,948			9.9			176,668			13.0			135,290			11.4			53,402			6.5			31,212			4.4
Home equity lines of credit		60,907			3.4			60,989			4.5			62,750			5.3			29,979			3.6			28,253			4.0
Commercial real estate		795,642			44.0			528,585			39.0			433,504			36.6			350,648			42.6			269,454			37.7
Construction		173,255			9.6			93,158			6.9			113,142			9.6			94,102			11.4			91,652			12.9
Total real estate loans		1,651,980			91.4			1,277,289			94.3			1,147,573			96.9			804,253			97.6			695,287			97.6
Commercial business loans		147,814			8.2			71,544			5.3			30,189			2.6			18,029			2.2			15,355			2.2
Consumer		7,143			0.4			5,195			0.4			6,043			0.5			1,205			0.2			1,379			0.2
Total loans		1,806,937			100.0	%		1,354,028			100.0	%		1,183,805			100.0	%		823,487			100.0	%		712,021			100.0	%
Allowance for loan losses		(20,504	)					(13,053	)					(10,155	)					(9,242	)					(6,912	)
Net deferred loan origination costs (fees)		(94	)					326						(88	)					(945	)					(1,005	)
Loans, net	$	1,786,339					$	1,341,301					$	1,173,562					$	813,300					$	704,104

Loan Maturity. The following table sets forth certain information at December 31, 2013 regarding the dollar amount of loan principal repayments becoming due during the periods indicated. The table does not include any estimate of prepayments which significantly shorten the average life of all loans and may cause our actual repayment experience to differ from that shown below. Demand loans having no stated schedule of repayments and no stated maturity are reported as due in one year or less. The amounts shown below exclude net deferred loan origination fees. Our adjustable-rate mortgage loans generally do not provide for downward adjustments below the initial discounted contract rate, other than declines due to a decline in the index rate.


	December 31, 2013
	Real Estate		Commercial Business		Consumer		Total
	(In thousands)
Amounts due in:
One year or less	$	210,690	$	36,773	$	644	$	248,107
More than one to five years		1,176,867		83,916		6,581		1,267,364
More than five to ten years		443,909		66,060		—		509,969
More than ten years		206,560		60,256		—		266,816

Total	$	2,038,026	$	247,005	$	7,225	$	2,292,256

Interest rate terms on amounts due after one year:
Fixed-rate loans	$	368,372	$	44,237	$	6,581	$	419,190
Adjustable-rate loans		1,458,964		165,995		—		1,624,959

Total	$	1,827,336	$	210,232	$	6,581	$	2,044,149

~~Loan~~At ~~Maturity~~December 31, 2013, our loan portfolio consisted of $469.1 million of fixed-rate loans and $1.823 billion of adjustable-rate loans.

The following table sets forth certain information at December 31, 2012 regarding the dollar amount of loan principal repayments becoming due during the period indicated. The table does not include any estimate of prepayments which significantly shorten the average life of all loans and may cause our actual repayment experience to differ from that shown below. Demand loans having no stated schedule of repayments and no stated maturity are reported as due in one year or less. The amounts shown below exclude net deferred loan origination fees. Our adjustable-rate mortgage loans generally do not provide for downward adjustments below the initial discounted contract rate, other than declines due to a decline in the index rate.

	December 31, 2012
(In thousands)	Real Estate		CommercialBusiness		Consumer		Total
Amounts due in:
One year or less	$	246,003	$	33,807	$	478	$	280,288
More than one to five years		894,282		56,963		6,661		957,906
More than five to ten years		255,096		48,656		—		303,752
More than ten years		256,599		8,388		4		264,991
Total	$	1,651,980	$	147,814	$	7,143	$	1,806,937
Interest rate terms on amounts due after one year:
Fixed-rate loans	$	341,469	$	28,011	$	6,665	$	376,145
Adjustable-rate loans		1,064,508		85,996		—		1,150,504
Total	$	1,405,977	$	114,007	$	6,665	$	1,526,649

At December 31, 2012, our loan portfolio consisted of $419.8 million of fixed-rate loans and $1.387 billion of adjustable-rate loans.

Asset Quality

Credit Risk Management. Our strategy for credit risk management focuses on having well-defined credit policies and uniform underwriting criteria and providing prompt attention to potential problem loans. Management of asset quality is accomplished by internal controls, monitoring and reporting of key risk indicators, and both internal and independent third-party loan reviews. The primary objective of our loan review process is to measure borrower performance and assess risk for the purpose of identifying loan weakness in order to minimize loan loss exposure. From the time of loan origination through final repayment, multi-family, commercial real estate, construction and commercial business loans are assigned a risk rating based on pre-determined criteria and levels of risk. The risk rating is monitored annually for most loans; however, it may change during the life of the loan as appropriate.

~~Our~~Internal ~~strategy~~and ~~for~~independent ~~credit~~third-party loan reviews vary by loan type, as well as the nature and complexity of the loan. Depending on the size and complexity of the loan, some loans may warrant detailed individual review, while other loans may have less risk ~~management~~based ~~focuses~~upon size, or be of a homogeneous nature reducing the need for detailed individual analysis. Assets with these characteristics, such as consumer loans and loans secured by residential real estate, may be reviewed on ~~having~~the ~~well-defined~~basis of risk indicators such as delinquency or credit ~~policies~~rating. In cases of significant concern, a total re-evaluation of the loan and ~~uniform~~associated ~~underwriting~~risks ~~criteria~~are documented by completing a loan risk assessment and ~~providing~~action ~~prompt~~plan. ~~attention~~Some loans may be re-evaluated in terms of their fair market value or net realizable value in order to determine the likelihood of potential ~~problem~~loss ~~loans~~exposure and, consequently, the adequacy of specific and general loan loss reserves.

When a borrower fails to make a required loan payment, we take a number of steps to have the borrower cure the delinquency and restore the loan to current status, including contacting the borrower by letter and phone at regular intervals. When the borrower is in default, we may commence collection proceedings. If a foreclosure action is instituted and the loan is not brought current, paid in full, or refinanced before the foreclosure sale, the real property securing the loan generally is sold at foreclosure. Management informs the Executive Committee monthly of the amount of loans delinquent more than 30 days. Management provides detailed information to the Board of Directors on loans 60 or more days past due and all loans in foreclosure and repossessed property that we own.

Delinquencies. Total past due loans increased $2.5 million, or 7.8%, to $34.5 million at December 31, 2013 from $32.0 million at December 31, 2012, reflecting increases of $1.8 million in loans 90 days or greater past due and $711,000 in loans 30 to 89 days past due. Delinquent loans at December 31, 2013 included $12.5 million of loans acquired in the Mt. Washington Co-operative Bank merger completed in January 2010, including $5.1 million that were 30 to 59 days past due, $703,000 that were 60 to 89 days past due and $6.7 million that were 90 days or greater past due. At December 31, 2013, non-accrual loans exceeded loans 90 days or greater past due primarily due to loans which were placed on non-accrual status based on a determination that the ultimate collection of all principal and interest due was not expected and certain loans that remain on non-accrual status until they attain a sustained payment history of six months.

~~Total~~Non-performing ~~past~~Assets. ~~due~~Non-performing assets include loans ~~decreased~~that ~~$16.7 million,~~are 90 or ~~34.3%,~~more todays ~~$32.0~~past ~~million~~due ator ~~December 31~~on non-accrual status, ~~2012~~including ~~from~~troubled ~~$48.7~~debt ~~million~~restructurings at(“TDRs”) ~~December 31,~~on non-accrual ~~2011~~status, ~~reflecting~~and ~~decreases~~real ofestate ~~$7.1~~and ~~million~~other inloan ~~loans~~collateral 90acquired ~~days~~through orforeclosure ~~more past due~~ and $9repossession.6 ~~million~~Loans in90 ~~loans~~days 30or togreater ~~89 days~~ past due. ~~Delinquent~~may ~~loans~~remain ~~at December 31,~~on ~~2012~~an ~~included~~accrual ~~$15.7~~basis ~~million~~if ofadequately ~~loans~~collateralized ~~acquired~~and in the ~~Mt.~~process ~~Washington~~of ~~merger, including $3~~collection.5 ~~million~~At December 31, ~~that were 30 to 59 days past due~~2013, ~~$1.9~~we ~~million~~did ~~that~~not ~~were~~have 60any toaccruing 89loans ~~days~~ past due ~~and $10.3 million that were~~ 90 days or ~~more past due~~greater. AtFor ~~December 31, 2012,~~ non-accrual loans, ~~exceeded~~interest ~~loans~~previously 90accrued ~~days~~but ornot ~~more~~collected ~~past~~is ~~due~~reversed ~~primarily~~and ~~due~~charged toagainst ~~loans~~income ~~which~~at ~~were~~the time a loan is placed on non-accrual status. Loans ~~based~~are onreturned ato ~~determination~~accrual ~~that~~status ~~the~~when ~~ultimate collection of~~ all the principal and interest ~~due~~amounts ~~was~~contractually ~~not expected~~due ~~and~~are ~~certain~~brought ~~loans~~current ~~that~~and ~~remain~~future onpayments ~~non-accrual~~are ~~status~~reasonably ~~until they attain a sustained payment history of six months~~assured.

4549

Non-performing Assets

Non-performing assets include loans that are 90 or more days past due or on non-accrual status and real estate and other loan collateral acquired through foreclosure and repossession. Loans 90 days or more past due may remain on an accrual basis if adequately collateralized and in the process of collection. At December 31, 2012, we did not have any accruing loans past due 90 days or more. For non-accrual loans, interest previously accrued but not collected is reversed and charged against income at the time a loan is placed on non-accrual status. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

Real estate that we acquire as a result of foreclosure or by deed-in-lieu of foreclosure is classified as foreclosed real estate until it is sold. When property is acquired, it is initially recorded at the fair value less costs to sell at the date of foreclosure, establishing a new cost basis. Holding costs and declines in fair value after acquisition of the property result in charges against income. The following table provides information with respect to our non-performing assets at the dates indicated.

	At December 31,
(Dollars in thousands)	2012			2011			2010			2009			2008
	2013			2012			2011			2010			2009
	(Dollars in thousands)
Loans accounted for on a non-accrual basis:
Real estate loans:
Residential real estate:
One-to four-family	$	1817,~~870~~622		$	1518,~~795~~870		$	1115,~~529~~795		$	411,~~098~~529		$	34,~~962~~098
Multi-family		~~976~~—			~~1,605~~976			21,~~246~~605			~~850~~2,246			—850
Home equity lines of credit		2,~~674~~689			12,~~765~~674			21,~~408~~765			—2,408			—
Commercial real estate		8,~~844~~972			118,~~588~~844			11,~~290~~588			711,~~388~~290			~~883~~7,388
Construction		711,~~785~~298			227,~~434~~785			1522,~~326~~434			915,~~224~~326			9,~~387~~224
Total real estate loans		3940,~~149~~581			5339,~~187~~149			4253,~~799~~187			2142,~~560~~799			1421,~~232~~560
Commercial business loans		~~424~~949			~~508~~424			~~335~~508			—335			—
Consumer		—			—			—			~~138~~—			—138
Total non-accrual loans(1)		3941,~~573~~530			5339,~~695~~573			4353,~~134~~695			2143,~~698~~134			1421,~~232~~698
Foreclosed assets		21,~~604~~390			32,~~853~~604			43,~~080~~853			24,~~869~~080			2,~~604~~869
Total non-performing assets	$	42,~~177~~920		$	5742,~~548~~177		$	4757,~~214~~548		$	2447,~~567~~214		$	1624,~~836~~567
Non-accrual loans to total loans		21.1981	%		32.9719	%		3.6497	%		23.6364	%		2.0063	%
Non-accrual loans to total assets		1.7455	%		21.7274	%		2.3572	%		12.7935	%		1.3479	%
Non-performing assets to total assets		1.8560	%		21.9185	%		2.5791	%		2.0357	%		12.5803	%

(1) TDRs on accrual status not included above totaled $64.81 million at December 31, ~~2012~~2013, $16.38 million at December 31, ~~2011~~2012, $1.3 million at December 31, ~~2010~~2011, $~~189,000~~1.3 million at December 31, ~~2009~~2010 and $0189,000 at December 31, ~~2008~~2009.

Non-~~accrual~~performing ~~loans~~assets ~~declined~~increased ~~$14.1 million~~ to $3942.69 million, or 21.1960% of total ~~loans outstanding at December 31~~assets, ~~2012, from $53.7 million, or 3.97% of total loans outstanding~~ at December 31, ~~2011~~2013, primarily due to decreases of $14.6 million in non-accrual construction loans, $2.7 million in non-accrual commercial real estate loans and $629,000 in non-accrual multi-family loans, partially offset by increases of $3.1 million in non-accrual one-to four-family loans and $909,000 in non-accrual home equity lines of credit. Foreclosed real estate decreased $1.2 million, or 32.4%, to $2.6 million at December 31, 2012 from $~~3.9 million at December 31, 2011. Non-performing assets declined $15.4 million to $~~42.2 million, or 1.85% of total assets, at December 31, 2012, ~~from~~following a decrease from $57.5 million, or 2.91% of total assets, at December 31, 2011. Non-performing assets at December 31, ~~2012~~2013 included $1915.58 million of assets acquired in the Mt. Washington merger, comprised of $1815.54 million of non-accrual loans and $~~1.0~~401,000 ~~million~~ of foreclosed real estate. Interest income that would have been recorded for the year ended December 31, 2013 had non-accruing loans been current according to their original terms amounted to $1.2 million. Construction loans, including related foreclosed real estate, represented approximately 28.6% of our non-performing assets at December 31, 2013.

46Approximately $8.3 million, or 73.5%, of our $11.3 million of non-accrual construction loans relate to the following three construction projects originated in 2007 and 2008.

•

A construction loan relationship collateralized by a 42 unit townhouse development project located in eastern Massachusetts, originated for $3.7 million with an aggregate balance of $3.1 million at December 31, 2013. This loan relationship was modified with a new borrower as a TDR in 2011 based on a common guarantor. The property was appraised in May 2013 for $3.2 million based on the “as is” market value of the then-remaining 28 unsold units, including 22 units where construction had not begun. As of December 31, 2013, 16 completed units were sold. The loan relationship is also collateralized by other properties owned by the guarantors consisting of a second mortgage with a first mortgage of less than $300,000 on a commercial property and first mortgages on two residential properties in northern

~~year~~Massachusetts, ~~ended~~appraised ~~December 31,~~in ~~2012~~early ~~had~~2013 ~~non-accruing~~with ~~loans~~a ~~been~~cumulative ~~current~~value ~~according~~of to$1.5 ~~their~~million. ~~original~~This ~~terms~~loan ~~amounted~~relationship tois ~~$1.1~~secured ~~million~~by multiple guarantors including one individual guarantor. We have commenced foreclosure proceedings on the other properties owned by the guarantors at this time and the foreclosure sale dates were stayed due to the individual guarantor’s Chapter 7 Bankruptcy filing.

~~Troubled~~• ~~Debt~~A ~~Restructurings~~construction loan relationship collateralized by a 45 unit townhouse development project located in eastern Massachusetts originated for $11.2 million with an aggregate balance of $2.9 million at December 31, 2013 after loan charge-offs totaling $996,000. This loan relationship was modified as a TDR in 2013 with an extension of the maturity date to allow for loan repayments of $3.2 million during the year ended December 31, 2013. The property was appraised in April 2012 for $6.6 million based on the “as is” value of the then remaining 16 unsold units, including eight units where construction had not begun. To date, 37 units have been sold, five units are under sales agreements and marketing activity continues for the three remaining units. The principal developer is the co-borrower on the loan relationship. We expect the sales proceeds from the remaining eight units to be sufficient to repay the remaining loan balance.

In• ~~the~~A ~~course~~construction ofloan ~~resolving~~relationship ~~non~~collateralized by a seven lot single-~~accrual~~family ~~loans~~residential development project located in Nantucket, ~~the~~Massachusetts ~~Bank~~originated ~~may~~for ~~choose~~$5.4 tomillion ~~restructure~~with ~~the~~a ~~contractual~~balance ~~terms~~of $2.3 million as of ~~certain~~December ~~loans~~31, ~~with~~2013 ~~terms~~after loan charge-offs totaling $1.7 million. This loan relationship was modified toas ~~fit~~a TDR in 2010 with a reduction of the ~~ability~~interest rate and an extension of the ~~borrower~~maturity todate. ~~repay~~The property was appraised in ~~line~~May ~~with~~2013 ~~its current~~for ~~financial~~$1.8 ~~status~~million based on the “developer cost” approach. AThis loan relationship is ~~considered~~also collateralized by other properties, owned by the individual co-borrowers, which consist of a ~~troubled~~second ~~debt~~mortgage ~~restructure~~on ifa single family residence located in Nantucket, Massachusetts with a first mortgage of less than $600,000 and a first mortgage on a single family residence located in Rhode Island. The Nantucket, Massachusetts single family property was appraised in May 2013 for ~~reasons~~$855,000 ~~related~~and tothe Rhode Island single family residence was appraised in June 2013 for $407,000. We have filed foreclosure actions on all collateral. The residential development project foreclosure action was stayed by the ~~debtor~~corporate entity’s ~~financial~~Chapter ~~difficulties,~~11 Bankruptcy filing. We have entered into a ~~concession~~forbearance isagreement ~~granted~~with the borrowers for the Rhode Island collateral only to allow for the ~~debtor~~orderly ~~that~~disposition ~~would~~of ~~not~~the ~~otherwise~~property beand ~~considered.~~collection of net proceeds.

~~The~~Together, ~~following~~these ~~table~~three ~~summarizes~~non-accrual ~~the~~construction ~~Company’s~~loan ~~troubled~~relationships ~~debt~~comprised ~~restructurings~~19.9% of ~~(“TDRs”)~~total atnon-accrual ~~the~~loans ~~dates~~at ~~indicated~~December 31, 2013.

	At December 31,
(In thousands)	2012		2011		2010
TDRs on accrual status:
One-to four-family	$	1,992	$	1,269	$	1,289
Multi-family		110		—		—
Home equity lines of credit		22		—		—
Commercial real estate		1,393		—		—
Construction		3,319		—		—
Total TDRs on accrual status		6,836		1,269		1,289
TDRs on non-accrual status:
One-to four-family		2,493		2,052		288
Commercial real estate		4,466		4,663		4,797
Construction		3,838		7,715		3,487
Total TDRs on non-accrual status		10,797		14,430		8,572
Total TDRs	$	17,633	$	15,699	$	9,861

Non-accrual loans increased $2.0 million, or 4.9%, to $41.5 million, or 1.81% of total loans outstanding at December 31, 2013, from $39.6 million, or 2.19% of total loans outstanding at December 31, 2012, primarily due to a net increase of $3.5 million related to two construction loans. See “— Troubled Debt Restructurings.” Achieving and maintaining a moderate risk profile by aggressively managing troubled assets has been and will continue to be a primary focus for us. Although our non-accrual loans increased over the last year, non-accrual loans have decreased significantly from $53.7 million at December 31, 2011 or 3.97% of total loans outstanding at that date to 1.81% at December 31, 2013 and 2.19% at December 31, 2012. At December 31, 2013, our allowance for loan losses was $25.3 million, or 1.11% of total loans and 61.0% of non-performing loans, compared to $20.5 million, or 1.13% of total loans and 51.8% of non-performing loans at December 31, 2012. We increased our allowance primarily as a result of the increase in the size of our loan portfolio, in particular non-residential loans. Included in our allowance at December 31, 2013 was a general component of $25.0 million, which is based upon our evaluation of various factors relating to loans not deemed to be impaired. We continue to believe our level of non-performing loans and assets, which declined significantly during the past two years, is manageable and we believe that we have sufficient capital and human resources to manage the collection of our non-performing assets in an orderly fashion.

~~Construction~~Foreclosed ~~TDRs~~real onestate ~~accrual~~decreased ~~status~~$1.2 ~~were~~million, ~~the~~or ~~result~~46.6%, ofto a$1.4 ~~two~~million ~~loan~~at ~~relationship~~December 31, ~~that~~2013 ~~was returned~~from to$2.6 ~~accrual~~million ~~status during the year ended~~ at December 31, 2012. ~~The~~At ~~increases in commercial real estate and multi-family TDRs on accrual status were due to a loan restructured into two loans during the year ended~~ December 31, ~~2012.~~2013, ~~The commercial~~foreclosed real estate ~~TDR~~consisted ~~reflects~~of a 30townhouse ~~year~~construction ~~note~~development ~~with~~project, aone ~~variable~~commercial ~~interest~~property ~~rate~~and ~~tied~~one toresidential ~~the~~property 5held ~~year~~for ~~FHLB~~sale. ~~classic~~We ~~advance~~continue ~~rate~~to ~~plus~~be ~~300~~actively ~~basis~~engaged ~~points~~ with ~~a rate at the time of origination of 3.75% (rate was previously fixed at 8.25%). The~~our ~~multi-family~~borrowers ~~TDR~~in ~~reflects~~resolving aremaining ~~one~~problem ~~year~~assets ~~interest-only~~and ~~balloon~~ with ~~variable~~the ~~interest~~effective ~~rate~~management ~~tied~~of toreal ~~Prime~~estate ~~plus~~owned ~~100~~as ~~basis points with~~ a ~~rate~~result ~~at the time~~ of ~~origination of 4~~foreclosures.~~25%.~~

~~The~~51 increase in one-to-four family TDRs was due to one residential loan modification completed for the year ended December 31, 2012 and two one-to-four family TDRs that were returned to accrual status. The increase in one-to-four family non-accrual TDRs was due to six residential loan modifications completed for the year ended December 31, 2012 and two one-to-four family TDRs that were returned to accrual status. Modifications of one-to-four family TDRs consist of rate reductions, loan term extensions or provisions for interest-only payments for specified periods up to 12 months. The Company has generally been successful with the concessions it has offered to borrowers to date. The Company generally returns TDRs to accrual status when they have sustained payments for six months based on the restructured terms. Interest income that would have been recorded for the year ended December 31, 2012 had TDRs been current according to their original terms amounted to $474,000.

Potential Problem Loans

Certain loans are identified during the Company’s loan review process that are currently performing in accordance with their contractual terms and we expect to receive payment in full of principal and interest, but it

isTroubled ~~deemed~~Debt ~~probable~~Restructurings. ~~that~~In ~~we will be unable to collect all~~ the ~~scheduled~~course ~~payments~~of resolving loans of ~~principal~~borrowers orwith ~~interest~~financial ~~when~~difficulties, ~~due~~we ~~according~~may choose to restructure the contractual terms of ~~the~~certain ~~loan~~loans, ~~agreement.~~with ~~This~~terms ~~may~~modified ~~result~~to ~~from deteriorating~~fit ~~conditions~~the ~~such~~ability ~~as cash flows, collateral values or creditworthiness~~ of the borrower. ~~These~~to ~~loans~~repay ~~are~~in ~~classified~~line aswith ~~impaired~~its ~~but~~current ~~are~~financial ~~not~~status. ~~accounted~~A ~~for~~loan onis considered a ~~non-accrual~~troubled debt ~~basis.~~restructure ~~There~~if, ~~were~~for noreasons ~~potential~~related ~~problem~~to ~~loans~~the ~~identified~~debtor’s ~~at December 31~~financial difficulties, ~~2012~~a ~~other~~concession ~~than~~is ~~those~~granted ~~already~~to ~~classified~~the asdebtor ~~non-performing,~~that ~~impaired~~would ornot ~~troubled~~otherwise ~~debt~~be ~~restructurings~~considered.

~~Allowance~~The ~~for~~following ~~Loan~~table ~~Losses~~summarizes our TDRs at the dates indicated.

The allowance for loan losses is maintained at levels considered adequate by management to provide for probable loan losses inherent in the loan portfolio as of the consolidated balance sheet reporting dates. The allowance for loan losses is based on management’s assessment of various factors affecting the loan portfolio, including portfolio composition, delinquent and non-accrual loans, national and local business conditions and loss experience and an overall evaluation of the quality of the underlying collateral.


	At December 31,
	2013		2012		2011
	(In thousands)
TDRs on accrual status:
One-to four-family	$	2,588	$	1,992	$	1,269
Multi-family		109		110		—
Home equity lines of credit		21		22		—
Commercial real estate		1,368		1,393		—
Construction		—		3,319		—

Total TDRs on accrual status		4,086		6,836		1,269

TDRs on non-accrual status:
One- to four-family		1,500		2,493		2,052
Commercial real estate		4,309		4,466		4,663
Construction		9,489		3,838		7,715
Commercial business loans		192		—		—

Total TDRs on non-accrual status		15,490		10,797		14,430

Total TDRs	$	19,576	$	17,633	$	15,699

~~Changes~~Total TDRs increased $1.9 million, or 11.0%, to $19.6 million at December 31, 2013 from $17.6 million at December 31, 2012, consisting of an increase of $4.7 million in ~~the~~TDRs ~~allowance~~on ~~for~~non-accrual status partially offset by a decrease of $2.8 million in TDRs on accrual status. Construction TDRs on non-accrual status increased due to one loan ~~losses~~relationship totaling $3.1 million that was transferred to non-accrual status from accrual status and a second loan relationship totaling $2.9 million where the maturity date was extended to allow for principal repayments of $3.2 million during the year ended December 31, 2013. Modifications of one- to four-family TDRs consist of rate reductions, loan term extensions or provisions for interest-only payments for specified periods ~~indicated~~up ~~were~~to as12 ~~follows:~~months. We have generally been successful with the concessions we have offered to borrowers to date. We generally return TDRs to accrual status when they have sustained payments for six months based on the restructured terms and future payments are reasonably assured. Interest income that would have been recorded for the year ended December 31, 2013 had TDRs been current according to their original terms amounted to $753,000.

	Years Ended December 31,
(Dollars in thousands)	2012			2011			2010			2009			2008
Beginning balance	$	13,053		$	10,155		$	9,242		$	6,912		$	3,637
Provision for loan losses		8,581			3,663			3,181			4,082			5,638
Charge offs:
Real estate		1,840			1,334			2,719			1,938			2,265
Commercial business		—			72			93			—			98
Consumer		164			96			199			87			3
Total charge-offs		2,004			1,502			3,011			2,025			2,366
Recoveries:
Real estate		823			690			646			250			—
Commercial business		11			—			8			—			—
Consumer		40			47			89			23			3
Total recoveries		874			737			743			273			3
Net charge-offs		(1,130	)		(765	)		(2,268	)		(1,752	)		(2,363	)
Ending balance	$	20,504		$	13,053		$	10,155		$	9,242		$	6,912
Allowance to non-accrual loans		51.81	%		24.31	%		23.54	%		42.59	%		48.57	%
Allowance to total loans outstanding		1.13	%		0.96	%		0.86	%		1.12	%		0.97	%
Net charge-offs to average loans outstanding		0.07	%		0.06	%		0.19	%		0.23	%		0.38	%

Potential Problem Loans. Certain loans are identified during our loan review process that are currently performing in accordance with their contractual terms and we expect to receive payment in full of principal and interest, but it is deemed probable that we will be unable to collect all the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. This may result from deteriorating conditions such as cash flows, collateral values or creditworthiness of the borrower. These loans are classified as impaired but are not accounted for on a non-accrual basis.

~~The~~Other ~~Company’s~~potential ~~provision~~problem ~~for~~loans ~~loan~~are ~~losses~~those ~~was~~loans ~~$8.6~~that ~~million~~are ~~for~~currently ~~the year ended December 31~~performing, ~~2012~~but ~~compared~~where toknown ~~$3.7~~information ~~million~~about ~~for~~possible credit ~~the~~problems ~~year~~of ~~ended December 31, 2011. The increase in~~ the ~~provision~~borrowers ~~for~~causes ~~loan~~us ~~losses~~to ~~was~~have ~~primarily~~concerns ~~due~~as to ~~increases in~~ the ~~commercial~~ability ~~real~~of ~~estate,~~such ~~construction~~borrowers ~~and~~to ~~commercial~~comply ~~business~~with contractual loan ~~categories~~ ~~for~~repayment ~~the~~terms. ~~year~~These ~~ended~~other ~~December 31,~~potential ~~2012~~problem ~~compared~~loans toare ~~the~~generally ~~year~~loans ~~ended~~classified ~~December 31, 2011,~~ as ~~such~~“substandard” ~~loans~~or ~~have higher inherent credit risk than~~ 5-rated loans in ~~our~~accordance ~~residential~~with ~~real~~our ~~estate~~nine-grade ~~loan~~internal ~~categories. The provision for~~ loan ~~losses~~rating ~~was~~system ~~also based~~that onis ~~management’s~~consistent ~~assessment~~with ofguidelines ~~loan~~established ~~portfolio~~by ~~growth~~banking ~~and~~regulators. ~~composition~~At ~~changes~~December 31, an2013, ~~ongoing~~other ~~evaluation~~potential ofproblem ~~credit~~loans ~~quality~~totaled ~~and current economic conditions~~$25.5 ~~The~~million, ~~allowance~~including ~~for loan losses was~~ $2016.5 million ~~or 1.13%~~ of construction ~~total~~ loans ~~outstanding at December 31~~, ~~2012, compared to~~ $136.17 million ~~or 0.96%~~ of ~~total~~multi-family loans ~~outstanding at December 31~~, ~~2011~~$2.1 ~~The~~million ~~Company continues to assess the adequacy~~ of ~~its~~commercial ~~allowance~~real ~~for~~estate ~~loan~~loans ~~losses~~and in$123,000 ~~accordance~~of ~~with~~commercial ~~established~~business ~~policies~~loans.

4852

Allowance for Loan Losses. The ~~following~~allowance ~~table~~for ~~sets~~loan ~~forth~~losses is maintained at levels considered adequate by management to provide for probable loan losses inherent in the ~~breakdown~~loan portfolio as of the consolidated balance sheet reporting dates. The allowance for loan losses byis based on management’s assessment of various factors affecting the loan ~~category~~portfolio, atincluding portfolio composition, delinquent and non-accrual loans, national and local business conditions and loss experience and an overall evaluation of the ~~periods~~quality ~~indicated:~~of the underlying collateral.

	At December 31,
	2012								2011								2010
(Dollars in thousands)	Amount		% ofAllowanceto TotalAllowance			% ofLoans inCategoryof TotalLoans			Amount		% ofAllowanceto TotalAllowance			% ofLoans inCategoryof TotalLoans			Amount		% ofAllowanceto TotalAllowance			% ofLoans inCategoryof TotalLoans
Real estate loans:
Residential real estate:
One-to four-family	$	2,507		12.2	%		24.5	%	$	1,861		14.3	%		30.9	%	$	1,130		11.1	%		34.0	%
Multi-family		1,431		7.0			9.9			1,361		10.4			13.0			1,038		10.2			11.4
Home equity lines of credit		226		1.1			3.4			245		1.9			4.5			227		2.2			5.3
Commercial real estate		10,405		50.8			44.0			6,980		53.4			39.0			5,238		51.7			36.6
Construction		3,656		17.8			9.6			1,430		11.0			6.9			2,042		20.1			9.6
Total real estate loans		18,225		88.9			91.4			11,877		91.0			94.3			9,675		95.3			96.9
Commercial business loans		2,174		10.6			8.2			1,061		8.1			5.3			448		4.4			2.6
Consumer		105		0.5			0.4			115		0.9			0.4			32		0.3			0.5
Total loans	$	20,504		100.0	%		100.0	%	$	13,053		100.0	%		100.0	%	$	10,155		100.0	%		100.0	%

Changes in the allowance for loan losses during the years indicated were as follows:


	Years Ended December 31,
	2013			2012			2011			2010			2009
	(Dollars in thousands)
Beginning balance	$	20,504		$	13,053		$	10,155		$	9,242		$	6,912
Provision for loan losses		6,470			8,581			3,663			3,181			4,082
Charge offs:
Residential real estate:
One-to four-family		531			599			192			826			697
Multi-family		96			72			—			71			—
Home equity lines of credit		—			52			123			122			—
Commercial real estate		—			719			150			378			755
Construction		1,362			398			869			1,322			486
Commercial business loans		288			—			72			93			—
Consumer		283			164			96			199			87

Total charge-offs		2,560			2,004			1,502			3,011			2,025

Recoveries:
Residential real estate:
One- to four-family		232			326			128			85			—
Multi-family		—			28			43			—			—
Home equity lines of credit		—			—			5			—			—
Commercial real estate		—			227			17			—			—
Construction		555			242			497			561			250
Commercial business loans		24			11			—			8			—
Consumer		110			40			47			89			23

Total recoveries		921			874			737			743			273

Net charge-offs		(1,639	)		(1,130	)		(765	)		(2,268	)		(1,752	)

Ending balance	$	25,335		$	20,504		$	13,053		$	10,155		$	9,242

Allowance to non-accrual loans		61.00	%		51.81	%		24.31	%		23.54	%		42.59	%
Allowance to total loans outstanding		1.11	%		1.13	%		0.96	%		0.86	%		1.12	%
Net charge-offs to average loans outstanding		0.08	%		0.07	%		0.06	%		0.19	%		0.23	%

Our provision for loan losses was $6.5 million for the year ended December 31, 2013 compared to $8.6 million for the year ended December 31, 2012 and $3.7 million for the year ended December 31, 2011. The changes in the provision for loan losses were based primarily on management’s assessment of loan portfolio growth and composition changes, historical charge-off trends, an ongoing evaluation of credit quality and current economic conditions. The allowance for loan losses was $25.3 million or 1.11% of total loans outstanding at December 31, 2013, compared to $20.5 million or 1.13% of total loans outstanding at December 31, 2012. The increases in the allowance for loan losses at December 31, 2013, 2012 and 2011 were primarily due to increases in the multi-family, commercial real estate, construction and commercial business loan categories, as such loans have higher inherent credit risk than loans in our residential real estate loan categories. We continue to assess the adequacy of our allowance for loan losses in accordance with established policies.

The following tables set forth the breakdown of the allowance for loan losses by loan category at the dates indicated:


	At December 31,
	2013								2012								2011
	Amount		Percent of Allowance to Total Allowance			Percent of Loans in Category of Total Loans			Amount		Percent of Allowance to Total Allowance			Percent of Loans in Category of Total Loans			Amount		Percent of Allowance to Total Allowance			Percent of Loans in Category of Total Loans
	(Dollars in thousands)
Real estate loans:
Residential real estate:
One-to four-family	$	1,991		7.9	%		19.8	%	$	2,507		12.2	%		24.5	%	$	1,861		14.3	%		30.9	%
Multi-family		2,419		9.5			12.6			1,431		7.0			9.9			1,361		10.4			13.0
Home equity lines of credit		155		0.6			2.4			226		1.1			3.4			245		1.9			4.5
Commercial real estate		12,831		50.6			45.0			10,405		50.8			44.0			6,980		53.4			39.0
Construction		4,374		17.3			9.1			3,656		17.8			9.6			1,430		11.0			6.9

Total real estate loans		21,770		85.9			88.9			18,225		88.9			91.4			11,877		91.0			94.3
Commercial business loans		3,433		13.6			10.8			2,174		10.6			8.2			1,061		8.1			5.3
Consumer		132		0.5			0.3			105		0.5			0.4			115		0.9			0.4

Total loans	$	25,335		100.0	%		100.0	%	$	20,504		100.0	%		100.0	%	$	13,053		100.0	%		100.0	%


	At December 31,
	2010								2009
	Amount		Percent of Allowance to Total Allowance			Percent of Loans in Category of Total Loans			Amount		Percent of Allowance to Total Allowance			Percent of Loans in Category of Total Loans
	(Dollars in thousands)
Real estate loans:
Residential real estate:
One-to four-family	$	1,130		11.1	%		34.0	%	$	1,730		18.7	%		33.5	%
Multi-family		1,038		10.2			11.4			467		5.1			6.5
Home equity lines of credit		227		2.2			5.3			128		1.4			3.6
Commercial real estate		5,238		51.7			36.6			4,435		48.0			42.6
Construction		2,042		20.1			9.6			1,859		20.1			11.4

Total real estate loans		9,675		95.3			96.9			8,619		93.3			97.6
Commercial business loans		448		4.4			2.6			586		6.3			2.2
Consumer		32		0.3			0.5			37		0.4			0.2

Total loans	$	10,155		100.0	%		100.0	%	$	9,242		100.0	%		100.0	%

The allowance consists of general and allocated components. The general component relates to pools of non-impaired loans and is based on historical loss experience adjusted for qualitative factors. The allocated component relates to loans that are classified as impaired, whereby an allowance is established when the discounted cash flows, collateral value or observable market price of the impaired loan is lower than the carrying value of that loan.

~~The~~We ~~Company~~ had impaired loans totaling $4133.25 million and $5841.92 million as of December 31, ~~2012~~2013 and ~~2011~~2012, respectively. At December 31, ~~2012~~2013, impaired loans totaling $63.76 million had a valuation allowance of $~~649~~376,000. Impaired loans totaling $96.17 million had a valuation allowance of $~~490~~649,000 at December 31, ~~2011~~2012. ~~The~~Our ~~Company’s~~ average investment in impaired loans was $5140.78 million and $4951.7 million for the years ended December 31, ~~2012~~2013 and ~~2011~~2012, respectively.

A54 loan is considered impaired when, based on current information and events, it is probable that we 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, collateral value 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, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral dependent.

Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, we do not separately identify individual one-to four-family residential and consumer loans for impairment disclosures, unless such loans are subject to a troubled debt restructuring. The Company periodically may agree to modify the contractual terms of loans. When a loan is modified and a concession is made to a borrower experiencing financial difficulty, the modification is considered a TDR. All TDRs are initially classified as impaired.

We review residential and commercial loans for impairment based on the fair value of collateral, if collateral-dependent, or the present value of expected cash flows. Management has reviewed the collateral value for all impaired and non-accrual loans that were collateral-dependent as of December 31, 2012 and considered any probable loss in determining the allowance for loan losses.

A loan is considered impaired when, based on current information and events, it is probable that we 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, collateral value 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, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral dependent.

Large groups of smaller balance homogeneous loans are collectively evaluated for impairment based on payment status. Accordingly, we do not separately identify individual one- to four-family residential and consumer loans for impairment disclosures, unless such loans are subject to a troubled debt restructuring. We periodically may agree to modify the contractual terms of loans. When a loan is modified and a concession is made to a borrower experiencing financial difficulty, the modification is considered a TDR. All TDRs are initially classified as impaired.

We review residential and commercial loans for impairment based on the fair value of collateral, if collateral-dependent, or the present value of expected cash flows. Management has reviewed the collateral value for all impaired and non-accrual loans that were collateral-dependent as of December 31, 2013 and considered any probable loss in determining the allowance for loan losses.

For residential loans measured for impairment based on the collateral value, we will do the following:

• When a loan becomes seriously delinquent, generally 60 days past due, ~~internal~~we ~~valuations are completed by our in-house appraiser who is a Massachusetts certified residential appraiser. We~~ obtain third -party appraisals, ~~which~~that are generally the basis for charge-offs when a loss is indicated, prior to the foreclosure sale, but usually no later than when such loans are 180 days past due. We generally are able to complete the foreclosure process within ~~nine~~six to 12nine months from receipt of the ~~internal~~third-party ~~valuation~~appraisal.

•

We make adjustments to appraisals based on updated economic information, if necessary, prior to the foreclosure sale. We review current market factors to determine whether, in management’s opinion, downward adjustments to the most recent appraised values may be warranted. If so, we use our best estimate to apply an estimated discount rate to the appraised values to reflect current market factors.

•

Appraisals we receive are based on comparable property sales.

For commercial loans measured for impairment based on the collateral value, we will do the following:

• We obtain a third party appraisal at the time a loan is deemed to be in a workout situation and there is no indication that the loan will return to performing status, generally when the loan is 90 days or more past due. One or more updated third party appraisals are obtained prior to foreclosure depending on the foreclosure timeline. In general we order new appraisals ~~every~~annually ~~180 days~~ on loans in the process of foreclosure.

•

We make downward adjustments to appraisals when conditions warrant. Adjustments are made by applying a discount to the appraised value based on occupancy, recent changes in condition to the property and certain other factors. Adjustments are also made to appraisals for construction projects involving residential properties based on recent sales of units. Losses are recognized if the appraised value less estimated costs to sell is less than our carrying value of the loan.

•

Appraisals we receive are generally based on a reconciliation of comparable property sales and income capitalization approaches. For loans on construction projects involving residential properties, appraisals are generally based on a discounted cash flow analysis assuming a bulk sale to a single buyer.

Loans that are partially charged off generally remain on non-accrual status until foreclosure or such time that they are performing in accordance with the terms of the loan and have a sustained payment history of at least six months. The accrual of interest is generally discontinued when the contractual payment of principal or interest has become 90 days past due or management has serious doubts about further collectability of principal or interest, even though the loan is currently performing. Loan losses are charged against the allowance when we believe the uncollectability of a loan balance is confirmed,; for collateral-dependent loans, generally when appraised values (as adjusted values, if applicable) less estimated costs to sell, are less than ~~the~~our ~~Company’s~~ carrying values.

Although we believe that we use the best information available to establish the allowance for loan losses, future adjustments to the allowance for loan losses may be necessary and our results of operations could be adversely affected if circumstances differ substantially from the assumptions used in making the determinations. Furthermore, while we believe we have established our allowance for loan losses in conformity with generally accepted accounting principles in the United States of America, there can be no assurance that regulators, in reviewing our loan portfolio, will not require us to increase our allowance for loan losses. In addition, because future events affecting borrowers and collateral cannot be predicted with certainty, there can be no assurance that the existing allowance for loan losses is adequate or that increases will not be necessary should the quality of any loans deteriorate as a result of the factors discussed above. Any material increase in the allowance for loan losses may adversely affect our

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Filing Compare · MERIDIAN INTERSTATE BANCORP INC