This discussion and analysis reflects our consolidated financial statements and
other relevant statistical data, and is intended to enhance your understanding
of our financial condition and results of operations. You should read the
information in this section in conjunction with our business and financial
information and the Consolidated Financial Statements and related notes that are
included in the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2020, filed with the SEC.

Forward Looking Statements



This report contains forward-looking statements that are based on assumptions
and may describe future plans, strategies and expectations of the Company. These
forward-looking statements, which can be identified by the use of words such as
"will", "continue", "estimate," "project," "believe," "intend," "anticipate,"
"plan," "seek," "expect" and words of similar meaning. The Company's ability to
predict results or actual effect of future plans is inherently uncertain.
Factors which could have a material adverse effect on the operations of the
Company and its subsidiaries include, but are not limited to:

• general economic conditions, either nationally or in our market areas,

that are worse than expected;

• inflation and changes in the interest rate environment that reduce our

margins and yields, our mortgage banking revenues, the fair value of

financial instruments or 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;




  • competition among depository and other financial institutions;


  • changes in consumer spending, borrowing and savings habits;

• our ability to enter new markets successfully and capitalize on growth

opportunities;

• changes in laws or government regulations or policies affecting financial


        institutions, including changes in regulatory fees and capital
        requirements;

• changes in monetary or fiscal policies of the U.S. Government, including

policies of the U.S. Treasury and the Federal Reserve Board;

• changes in the financial condition, results of operations or future

prospects of issuers of securities that we own;

• changes in accounting policies and practices, as may be adopted by the

bank regulatory agencies, the Financial Accounting Standards Board or the

SEC;

• changes in the level and trends of loan delinquencies and charge-offs and

changes in estimates of the adequacy of the allowance for credit losses;




  • the effects of any civil unrest;

• the effects of the COVID-19 pandemic on our business, customers, employees


        and third-party service providers;


  • diversion of management time on pandemic related issues;

• changes to statutes, regulations, or regulatory policies or practices


        resulting from the COVID-19 pandemic;


  • 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;


  • adverse changes in the securities or secondary mortgage markets;

• our ability to manage market risk, credit risk and operational risk in the


        current economic conditions;


  • failure or breaches of our IT security systems;

• 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;

• technological changes that may be more difficult or expensive than expected;

• the ability of third-party providers to perform their obligations to us;




                                       23

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  • the ability of the U.S. Government to manage federal debt limits;


  • the effects of federal government shutdowns;


  • our ability to successfully introduce new products and services; and


  • our ability to retain key employees.


Management's ability to predict results or the effect of future plans or
strategies is inherently uncertain. Additional factors that may affect our
results are discussed in our Annual Report on Form 10-K for the fiscal year
ended December 31, 2020 filed with the SEC on March 1, 2021, under "Risk
Factors," which is available through the SEC's website at www.sec.gov, as
updated by subsequent filings with the SEC. These risks and uncertainties should
be considered in evaluating forward-looking statements and undue reliance should
not be placed on such statements. Except required by applicable law or
regulation, the Company does not undertake, and specifically disclaims any
obligation, to release publicly the result of any revisions that may be made to
any forward-looking statements to reflect events or circumstances after the date
of the statements or to reflect the occurrence of anticipated or unanticipated
events.

Critical Accounting Policies

A summary of significant accounting policies is described in Note 1 to the
Consolidated Financial Statements included in the Annual Report on Form 10-K for
the year ended December 31, 2020. 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 the
allowance for credit losses is the most critical accounting policy.

Comparison of Financial Condition at September 30, 2021 and December 31, 2020



Assets. Total assets decreased $491.5 million, or 7.4%, to $6.128 billion at
September 30, 2021 from $6.620 billion at December 31, 2020. Net loans decreased
$593.6 million, or 10.9%, to $4.850 billion at September 30, 2021 from $5.444
billion at December 31, 2020. Cash and due from banks increased $138.0 million,
or 15.1%, to $1.053 billion at September 30, 2021 from $914.6 million at
December 31, 2020.

Loan Portfolio Analysis. At September 30, 2021, net loans were $4.850 billion,
or 79.1% of total assets. During the nine months ended September 30, 2021, net
loans decreased $593.6 million, or 10.9% from December 31, 2020. The net
decrease for the nine months ended September 30, 2021 reflects commercial loan
payoffs totaling $868.7 million, which exceeded loan originations of $701.1
million during the same period. The net decrease in loans resulted primarily
from decreases of $256.4 million in commercial real estate loans, $115.3 million
in multi-family loans, $95.3 million in one- to four-family loans, $95.1 million
in commercial and industrial loans and $23.9 million in construction loans.
Refer to Note 4, Loans, in Notes to the Unaudited Consolidated Financial
Statements within this report for more detail regarding the loans held in the
Company's loan portfolio.

The CARES Act includes the establishment of the Paycheck Protection Program
("PPP"), a program designed to aid small- and medium-sized business through
federally guaranteed loans distributed through financial institutions. These
loans are intended to guarantee payroll and other costs to help those businesses
remain viable and allow their workers to pay their bills. This program is being
administered by the Small Business Administration ("SBA") and backed by the
Federal Reserve Bank. The Company originated 350 PPP loans in the nine months
ended September 30, 2021, totaling $62.3 million with associated fees of $2.6
million. As of September 30, 2021, the Company has $51.4 million of PPP loans in
its commercial and industrial loan portfolio.

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
and industrial 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.

Internal and independent third-party loan reviews vary by loan type, as well as
the size 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 based 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
the basis of risk indicators such as delinquency or credit rating. In cases of
significant concern, a total re-evaluation of the loan and associated risks are
documented by completing a loan risk assessment and action plan. 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 loss exposure and, consequently,
the adequacy of specific and general loan loss reserves.

                                       24

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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 $4.4 million, or 133.2%, to
$7.7 million at September 30, 2021 from $3.3 million at December 31, 2020,
reflecting net increases of $1.1 million in 60 to 89 days past due and $3.8
million in loans 90 days or greater past due, respectively, partially offset by
a net decrease of $482,000 in loans 30-59 days past due. At September 30, 2021,
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 remain on non-accrual status until they attain a sustained
contractual payment history of six consecutive months. Delinquencies do not
include loans that have had COVID-19 related payment deferral modifications, as
appropriate under the CARES Act.

Non-performing Assets. Non-performing assets include loans that are 90 or more
days past due or on non-accrual status, including TDRs on non-accrual status,
and real estate and other loan collateral acquired through foreclosure and
repossession. Loans 90 days or greater past due may remain on an accrual basis
if adequately collateralized and in the process of collection. At September 30,
2021, we did not have any accruing loans past due 90 days or greater. 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. As of September 30, 2021, there were no loans placed on non-accrual due
to COVID-19 related repayment modifications, per provisions of the CARES Act.

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 estimated
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 recorded investment of consumer mortgage
loans secured by residential real estate properties for which formal foreclosure
proceedings are in process according to local requirements of the applicable
jurisdiction totaled $114,000 at September 30, 2021.

The following table provides information with respect to our non-performing assets at the dates indicated.





                                             September 30,      December 31,
                                                 2021               2020
                                                   (Dollars in thousands)
Loans accounted for on a non-accrual basis:
Real estate loans:
Residential real estate:
One- to four-family                         $         1,605     $       2,617
Home equity lines of credit                             339                20
Commercial real estate                                5,005                 -
Total real estate loans                               6,949             2,637
Commercial and industrial                                 -               527
Total non-accrual loans (1)                           6,949             3,164
Total non-performing assets                 $         6,949     $       3,164
Non-accrual loans to total loans                       0.14   %          0.06   %
Non-accrual loans to total assets                      0.11   %          0.05   %
Non-performing assets to total assets                  0.11   %          0.05   %



(1) TDRs on accrual status not included above totaled $1.3 million and $1.7

million at September 30, 2021 and December 31, 2020, respectively.




Non-accrual loans increased $3.8 million, or 119.6%, to $6.9 million, or 0.14%
of total loans outstanding at September 30, 2021, from $3.2 million, or 0.06% of
total loans outstanding at December 31, 2020. The increase in non-accrual loans
includes an impaired $5.0 million commercial real estate loan at September 30,
2021.

Achieving and maintaining a moderate risk profile by aggressively managing
troubled assets has been and will continue to be a primary focus. At
September 30, 2021, our allowance for credit losses was $60.8 million, or 1.24%
of total loans, compared to $68.8 million, or 1.25% of total loans at
December 31, 2020. The decreases in the allowance reflect decreases in the loan
portfolio and

                                       25

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changes in economic uncertainties and market volatility caused by COVID-19 to
the factors used to determine the Company's provision. Included in our allowance
at September 30, 2021 was a general component of $60.8 million, which is based
upon our evaluation of various factors relating to loans not deemed to be
impaired. Due to government guarantee, we have not currently provided for credit
losses for PPP loans. We continue to believe our level of non-performing loans
and assets 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.

At September 30, 2021 and December 31, 2020, the Company did not hold any foreclosed real estate. We continue to be actively engaged with our borrowers in resolving remaining problem assets.



Troubled Debt Restructurings and Other Loan Modifications. In the course of
resolving loans to borrowers with financial difficulties, we may choose to
restructure the contractual terms of certain loans, with terms modified to fit
the ability of the borrower to repay in line with its current financial status.
A loan is considered a TDR if, for reasons related to the debtor's financial
difficulties, a concession is granted to the debtor that would not otherwise be
considered.

Total TDRs decreased $775,000, or 35.1%, to $1.4 million at September 30, 2021
from $2.2 million at December 31, 2020, reflecting principal paydowns.
Modifications of TDRs consist of rate reductions, loan term extensions or
provisions for interest-only payments for specified periods up to 12 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 consecutive months based on the restructured terms and future
payments are reasonably assured.

In response to COVID-19, the Company has provided temporary relief in the form
of short-term loan modifications, generally with deferred payments and
associated accrued interest due and payable based on the specific terms of the
modification. As of September 30, 2021, the Company had $231.0 million in loans
making interest-only payments under COVID-19 related loan modifications,
representing 5.4% of the total loan portfolio.

Potential Problem Loans. Certain loans are identified during our loan review
process that are currently performing in accordance with their contractual terms
and we ultimately 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.

Other potential problem loans are those loans that are currently performing, but
where known information about possible credit problems of the borrowers causes
us to have concerns as to the ability of such borrowers to comply with
contractual loan repayment terms. These other potential problem loans are
generally loans classified as "substandard" or 8-rated loans in accordance with
our ten-grade internal loan rating system that is consistent with guidelines
established by banking regulators. At September 30, 2021 other potential problem
loans totaled $18.4 million and consist of two commercial and industrial loans
to non-profit educational organizations in eastern Massachusetts with loan
balances of $14.9 million and $3.5 million that were identified during our loan
review process as having possible financial issues that, if not corrected, could
result in some loss to the Company. It was determined that these loan
relationships are performing in accordance with the terms of the loans with the
current expectation that we will be repaid in full in accordance with those
terms, but with continual credit monitoring of the relationships.

Allowance for Credit Losses. The allowance for credit losses is maintained at
levels considered adequate by management to provide for probable credit losses
inherent in the loan portfolio as of the consolidated balance sheet reporting
dates. The allowance for credit 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.

                                       26

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Changes in the allowance for credit losses on loans during the periods indicated
were as follows:



                                                         Nine Months Ended September 30,
                                                           2021                  2020
                                                                (Dollars in thousands)
Beginning balance                                     $       68,824       $          50,322
Provision (reversal) for credit losses on loans               (4,270 )                17,529
Charge-offs:
One- to four-family                                               68                       -
Commercial real estate                                         3,171                       -
Commercial and industrial                                        628                     158
Consumer                                                          98                     135
Total charge-offs                                              3,965                     293
Recoveries:
One- to four-family                                               78                      13
Construction                                                     100                       -
Commercial and industrial                                         18                       9
Home equity lines of credit                                        3                       2
Consumer                                                          61                      57
Total recoveries                                                 260                      81
Net charge-offs                                                3,705                     212
Ending balance                                        $       60,849       $          67,639
Allowance to non-accrual loans                                875.65    %           1,877.82   %
Allowance to total loans outstanding                            1.24    %               1.20   %
Net charge-offs to average loans outstanding                    0.10    %               0.00   %




Our loan loss provision was a reversal of $4.3 million for the nine months ended
September 30, 2021 compared to a provision of $17.5 million for the nine months
ended September 30, 2020. The decrease in the allowance for credit losses at
September 30, 2021 compared to December 31, 2020 was primarily due to decreases
in the loan portfolio, partially offset by a $3.2 million charge-off of a
non-owner occupied commercial real estate property. We continue to assess the
adequacy of our allowance for credit losses in accordance with established
policies and are closely monitoring the evolving pandemic to ensure proper
evaluation of its impact on our loan portfolio.

The following table sets forth the breakdown of the allowance for credit losses by loan category at the dates indicated:





                                             September 30, 2021                                   December 31, 2020
                                                                 Percent of                                           Percent of
                                             Percent of           Loans in                        Percent of           Loans in
                                              Allowance           Category                         Allowance           Category
                                              to Total            of Total                         to Total            of Total
                                Amount        Allowance             Loans            Amount        Allowance             Loans
                                                                       (Dollars in thousands)
Real estate loans:
Residential real estate:
One- to four-family            $  1,389               2.3   %             9.5   %   $  2,076               3.0   %            10.2   %
Multi-family                      1,174               1.9                15.6          2,251               3.3                16.0
Home equity lines of credit         133               0.2                 1.1            206               0.3                 1.2
Commercial real estate           28,453              46.8                45.6         30,145              43.8                45.3
Construction                     22,757              37.4                14.4         25,197              36.6                13.2
Total real estate loans          53,906              88.6                86.2         59,875              87.0                85.9
Commercial and industrial         6,512              10.7                13.6          8,453              12.3                13.9
Consumer                            431               0.7                 0.2            496               0.7                 0.2
Total loans                    $ 60,849             100.0   %           100.0   %   $ 68,824             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. 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

                                       27

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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.

We had impaired loans totaling $5.1 million and $4.3 million as of September 30,
2021 and December 31, 2020, respectively. Our average investment in impaired
loans was $4.0 million and $5.4 million for the nine months ended September 30,
2021 and 2020, respectively.

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 real estate, home equity lines of
credit or 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.

Management has reviewed the collateral value for all impaired and non-accrual
loans that were collateral dependent as of September 30, 2021 and considered any
probable loss in determining the allowance for credit 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, we

obtain third-party appraisals 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 six to nine months from receipt of

the third-party 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 annually 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 contractual payment history of at least
six consecutive 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 our
carrying values.

Although we believe that we use the best information available to establish the
allowance for credit losses, future adjustments to the allowance for credit
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 credit 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 credit 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 credit losses is adequate or that
increases will not be necessary should the quality of any loans deteriorate as a
result of

                                       28

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the factors discussed above. Any material increase in the allowance for credit losses may adversely affect our financial condition and results of operations.



Securities Portfolio. At September 30, 2021, our securities portfolio was $9.2
million, or 0.10% of total assets, compared to $23.5 million, or 0.4% of total
assets, at December 31, 2020. During the nine months ended September 30, 2021,
the securities portfolio decreased $14.3 million, or 61.0%, primarily due to
$14.2 million in sales of marketable equity securities and $1.9 million in
maturities, calls, and principal payments, partially offset by purchases of $1.4
million in marketable equity securities and a net unrealized gain recognized on
marketable equity securities of $640,000. At September 30, 2021, the securities
portfolio consisted of $9.2 million in debt securities and $10,000 in marketable
equity securities. Refer to Note 4, Securities, in Notes to the Unaudited
Consolidated Financial Statements within this report for more detail regarding
our securities portfolio.

Deposits. Deposits are a major source of our funds for lending and other
investment purposes. Our deposit base is comprised of noninterest-bearing
demand, interest-bearing demand, money market, regular savings and other
deposits, and certificates of deposit, which include brokered certificates of
deposit. Total deposits decreased $388.0 million, or 7.6%, to $4.693 billion at
September 30, 2021 from $5.081 billion at December 31, 2020. The decrease during
the nine months ended September 30, 2021 includes decreases of $175.6 million in
brokered interest-bearing demand deposits and $87.0 million in brokered
certificates of deposit. Refer to Note 6, Deposits, in Notes to the Unaudited
Consolidated Financial Statements within this report for more detail regarding
our deposits.

The following table sets forth the average balances of deposits for the periods
indicated.



                                                                 Nine Months Ended September 30,
                                                      2021                                            2020
                                                                     Percent                                         Percent
                                      Average        Average        of Total          Average        Average        of Total
                                      Balance         Rate          Deposits          Balance         Rate          Deposits
                                                                       (Dollars in thousands)
Noninterest-bearing demand deposits $   775,951             -   %        17.4   %   $   630,072             -   %        14.3   %
Interest-bearing demand deposits      1,391,975          0.29            28.4         1,289,479          0.90            27.3
Money market deposits                   867,744          0.24            17.8           728,024          0.84            15.9
Regular savings and other deposits      860,355          0.17            17.7           860,593          0.70            17.2
Certificates of deposit               1,105,381          0.89            18.7         1,356,139          1.81            25.3
Total                               $ 5,001,406          0.35   %       100.0   %   $ 4,864,307          0.99   %   $   100.0   %





Borrowings. We use borrowings from the FHLB to supplement our supply of funds
for loans and investments. Beginning in the second quarter of 2020, we utilized
borrowings from the Federal Reserve's Paycheck Protection Program Liquidity
Facility ("PPPLF") program to fund the origination of PPP loans. At
September 30, 2021 and December 31, 2020, FHLB advances totaled $560.6 million
and $610.6 million, respectively, with a weighted average rate of 2.44% and
2.33%, respectively. There were no Federal Reserve PPPLF borrowings at September
30, 2021. Federal Reserve PPPLF borrowings totaled $97.6 million with a weighted
average rate of 0.35% at December 31, 2020. Total borrowings decreased $147.6
million, or 20.8%, during the nine months ended September 30, 2021, reflecting
decreases of $50.0 million in FHLB advances and $97.6 million in PPPLF
borrowings. Advances maturing with the FHLB during the nine months ended
September 30, 2021 totaled $50.0 million and consisted of advances with original
terms ranging from one to five years and interest rates ranging from 0.66% to
1.78%. The Bank paid off PPPLF borrowings totaling $97.6 million with terms
ranging from two to five years and a rate of 0.35% during the nine months ended
September 30, 2021. At September 30, 2021, we also had an available line of
credit of $10.0 million with the FHLB at an interest rate that adjusts daily,
none of which was outstanding at that date. Refer to Note 7, Borrowings, in
Notes to the Unaudited Consolidated Financial Statements within this report for
more detail regarding our borrowings.

Information relating to borrowings is detailed in the following table.





                                                         Nine Months Ended September 30,
                                                          2021                     2020
                                                              (Dollars in thousands)
Balance outstanding at end of period                 $       560,625          $       804,279
Average amount outstanding during the period         $       596,646          $       739,058
Weighted average interest rate during the period                2.36    %                2.24   %
Maximum outstanding at any month end                 $       699,703          $       804,285
Weighted average interest rate at end of period                 2.44    %                1.97   %




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Stockholders' Equity. Total stockholders' equity increased $44.8 million, or
5.8%, to $813.7 million at September 30, 2021, from $768.9 million at
December 31, 2020. The increase for the nine months ended September 30, 2021 was
primarily due to net income of $59.2 million, partially offset by dividends of
$0.30 per share totaling $15.1 million. Stockholders' equity to assets was
13.28% at September 30, 2021, compared to 11.61% at December 31, 2020. Book
value per share increased to $15.44 at September 30, 2021 from $14.67 at
December 31, 2020. At September 30, 2021, the Company and the Bank continued to
exceed all regulatory capital requirements. Refer to "- Capital Management"
within this report for more information regarding capital requirements and
actual capital amounts and ratios for the Bank and the Company.

Results of Operations for the Three and Nine Months Ended September 30, 2021 and 2020



Net Income. Our primary source of income is net interest income. Net interest
income is the difference between interest income, which is the income that we
earn on our loans and investments, and interest expense, which is the interest
that we pay on our deposits and borrowings. Changes in levels of interest rates
affect our net interest income. A secondary source of income is non-interest
income, which includes revenue that we receive from providing products and
services. The majority of our non-interest income generally comes from customer
service fees, loan fees, bank-owned life insurance, and mortgage banking gains.

Net income information is as follows:





                              Three Months Ended                                        Nine Months Ended
                                 September 30,                  Change                    September 30,                    Change
                             2021            2020         Amount      Percent         2021             2020         Amount       Percent
                                                            (Dollars in thousands, except per share amounts)
Net interest income        $  46,044       $  48,809     $ (2,765 )       (5.7 ) % $  142,213       $  141,278     $     935          0.7   %
Provision (reversal) for
credit losses                    217           7,163       (6,946 )      (97.0 )       (4,270 )         17,529       (21,799 )     (124.4 )
Non-interest income            3,063           3,572         (509 )      (14.2 )       11,044           11,399          (355 )       (3.1 )
Non-interest expenses         24,547          22,830        1,717          7.5         78,123           72,451         5,672          7.8
Net income                    18,336          16,674        1,662         10.0         59,202           46,930        12,272         26.1
Basic earnings per share        0.36            0.33         0.03          9.1           1.18             0.93          0.24         26.0
Diluted earnings per share      0.36            0.33         0.03          9.1           1.17             0.93          0.24         25.3
Return on average assets        1.17    %       1.03   %     0.14   %     13.6           1.22    %        0.98   %      0.24   %     24.5
Return on average equity        9.03    %       8.94   %     0.09   %      1.0           9.91    %        8.50   %      1.41   %     16.6




                                       30

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Net Interest Income.



Average Balance Sheets and Related Yields and Rates. The following tables
present information regarding average balances of assets and liabilities, the
total dollar amounts of interest income and dividends from average
interest-earning assets, the total dollar amounts of interest expense on average
interest-bearing liabilities and the resulting annualized average yields and
costs. The yields and costs for the periods indicated are derived by dividing
income or expense by the average balances of assets or liabilities,
respectively, for the periods presented. For purposes of the tables, average
balances have been calculated using daily average balances, and include
non-accrual loans and purchase accounting related premium and discounts. The
loan yields include the effect of amortization or accretion of deferred loan
fees/costs and purchase accounting premiums/discounts to interest and fees on
loans.



                                                                  Three Months Ended September 30,
                                                     2021                                                   2020
                                 Average                              Yield             Average                              Yield
                                 Balance        Interest (1)       Cost (1)(6)          Balance        Interest (1)       Cost (1)(6)
                                                                         (Dollars in thousands)
Assets:
Interest-earning assets:
Loans (2)                      $ 4,947,057     $       52,723              4.23   %   $ 5,671,957     $       61,682              4.33   %
Securities and certificates of
deposits                            14,886                108              2.88            29,263                219              2.98
Other interest-earning assets
(3)                              1,128,550                555              0.20           604,916                494              0.32
Total interest-earning assets    6,090,493             53,386              3.48         6,306,136             62,395              3.94
Noninterest-earning assets         158,025                                                161,886
Total assets                   $ 6,248,518                                            $ 6,468,022
Liabilities and stockholders'
equity:
Interest-bearing liabilities:
Interest-bearing demand
deposits                       $ 1,312,061                669              0.20       $ 1,291,341              1,946              0.60
Money market deposits              866,553                326              0.15           769,571              1,270              0.66
Regular savings and other
deposits                           849,253                217              0.10           834,368                966              0.46
Certificates of deposit            978,573              1,869              0.76         1,262,433              4,564              1.44
Total interest-bearing
deposits                         4,006,440              3,081              0.31         4,157,713              8,746              0.84
Borrowings                         560,625              3,491              2.47           804,281              4,051              2.00
Total interest-bearing
liabilities                      4,567,065              6,572              0.57         4,961,994             12,797              1.03
Noninterest-bearing demand
deposits                           814,961                                                702,717
Other noninterest-bearing
liabilities                         54,669                                                 57,636
Total liabilities                5,436,695                                              5,722,347
Total stockholders' equity         811,823                                                745,675
Total liabilities and
stockholders' equity           $ 6,248,518                                            $ 6,468,022
Net interest-earning assets    $ 1,523,428                                            $ 1,344,142
Fully tax-equivalent net
interest income                                        46,814                                                 49,598
Less: tax-equivalent
adjustments                                              (770 )                                                 (789 )
Net interest income                            $       46,044                                         $       48,809
Interest rate spread (1)(4)                                                2.91   %                                               2.91   %
Net interest margin (1)(5)                                                 3.05   %                                               3.13   %
Average interest-earning
assets to average
  interest-bearing liabilities                         133.36   %                                             127.09   %
Supplemental Information:
Total deposits, including
noninterest-bearing
  demand deposits              $ 4,821,401     $        3,081              0.25   %   $ 4,860,430     $        8,746              0.72   %
Total deposits and borrowings,
including
  noninterest-bearing demand
deposits                       $ 5,382,026     $        6,572              0.48   %   $ 5,664,711     $       12,797              0.90   %


----------------------

(1) Income on debt securities, marketable equity securities and revenue bonds


    included in commercial real estate loans, as well as resulting yields,
    interest rate spread and net interest margin, are presented on a
    tax-equivalent basis. The tax-equivalent adjustments are deducted from
    tax-equivalent net interest income to agree to amounts reported in the
    consolidated statements of net income. For the three months ended
    September 30, 2021 and 2020, yields on loans before tax-equivalent

adjustments were 4.17% and 4.27%, respectively, yields on securities and

certificates of deposit before tax-equivalent adjustments were 2.59% and

2.64%, respectively, and yields on total interest-earning assets before

tax-equivalent adjustments were 3.43% and 3.89%, respectively. Interest rate

spread before tax-equivalent adjustments for the three months ended

September 30, 2021 and 2020 was 2.86% and 2.86%, respectively, while net

interest margin before tax-equivalent adjustments for the three months ended

September 30, 2021 and 2020 was 3.00% and 3.08%, respectively.


                                       31

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(2) Loans on non-accrual status are included in average balances.

(3) Includes FHLB stock and associated dividends.

(4) Interest rate spread represents the difference between the tax-equivalent

yield on interest-earning assets and the cost of interest-bearing

liabilities.

(5) Net interest margin represents net interest income (tax-equivalent basis)

divided by average interest-earning assets.




(6) Annualized.




                                                                   Nine Months Ended September 30,
                                                       2021                                                 2020
                                 Average                              Yield             Average                              Yield
                                 Balance        Interest (1)       Cost (1)(6)          Balance        Interest (1)       Cost (1)(6)
                                                                         (Dollars in thousands)
Assets:
Interest-earning assets:
Loans (2)                      $ 5,177,216     $      166,379              4.30   %   $ 5,711,852     $      188,603              4.41   %
Securities and certificates of
deposits                            18,368                479              3.49            29,201                676              3.09
Other interest-earning assets
(3)                              1,095,483              1,286              0.16           495,054              2,753              0.74
Total interest-earning assets    6,291,067            168,144              3.57         6,236,107            192,032              4.11
Noninterest-earning assets         155,898                                                159,039
Total assets                   $ 6,446,965                                            $ 6,395,146
Liabilities and stockholders'
equity:
Interest-bearing liabilities:
Interest-bearing demand
deposits                       $ 1,391,975              3,037              0.29       $ 1,289,479              8,736              0.90
Money market deposits              867,744              1,577              0.24           728,024              4,551              0.84
Regular savings and other
deposits                           860,355              1,085              0.17           860,593              4,493              0.70
Certificates of deposit          1,105,381              7,320              0.89         1,356,139             18,326              1.81
Total interest-bearing
deposits                         4,225,455             13,019              0.41         4,234,235             36,106              1.14
Borrowings                         596,646             10,535              2.36           738,058             12,390              2.24
Total interest-bearing
liabilities                      4,822,101             23,554              0.65         4,972,293             48,496              1.30
Noninterest-bearing demand
deposits                           775,951                                                630,072
Other noninterest-bearing
liabilities                         52,470                                                 56,420
Total liabilities                5,650,522                                              5,658,785
Total stockholders' equity         796,443                                                736,361
Total liabilities and
stockholders' equity           $ 6,446,965                                            $ 6,395,146
Net interest-earning assets    $ 1,468,966                                            $ 1,263,814
Fully tax-equivalent net
interest income                                       144,590                                                143,536
Less: tax-equivalent
adjustments                                            (2,377 )                                               (2,258 )
Net interest income                            $      142,213                                         $      141,278
Interest rate spread (1)(4)                                                2.92   %                                               2.81   %
Net interest margin (1)(5)                                                 3.07   %                                               3.07   %
Average interest-earning
assets to average
  interest-bearing liabilities                         130.46   %                                             125.42   %
Supplemental Information:
Total deposits, including
noninterest-bearing
  demand deposits              $ 5,001,406     $       13,019              0.35   %   $ 4,864,307     $       36,106              0.99   %
Total deposits and borrowings,
including
  noninterest-bearing demand
deposits                       $ 5,598,052     $       23,554              0.56   %   $ 5,602,365     $       48,496              1.16   %

(1) Income on debt securities, marketable equity securities and revenue bonds


    included in commercial real estate loans, as well as resulting yields,
    interest rate spread and net interest margin, are presented on a
    tax-equivalent basis. The tax-equivalent adjustments are deducted from
    tax-equivalent net interest income to agree to amounts reported in the

consolidated statements of net income. For the nine months ended September

30, 2021 and 2020, yields on loans before tax-equivalent adjustments were

4.24% and 4.36%, respectively, yields on securities and certificates of

deposit before tax-equivalent adjustments were 3.18% and 2.84%, respectively,

and yields on total interest-earning assets before tax-equivalent adjustments

were 3.52% and 4.06%, respectively. Interest rate spread before

tax-equivalent adjustments for the nine months ended September 30, 2021 and

2020 was 2.87% and 2.76%, respectively, while net interest margin before

tax-equivalent adjustments for the nine months ended September 30, 2021 and


    2020 was 3.02% and 3.03%, respectively.


                                       32

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(2) Loans on non-accrual status are included in average balances.

(3) Includes FHLB stock and associated dividends.

(4) Interest rate spread represents the difference between the tax-equivalent

yield on interest-earning assets and the cost of interest-bearing

liabilities.

(5) Net interest margin represents net interest income (tax-equivalent basis)

divided by average interest-earning assets.

(6) Annualized.




Rate/Volume Analysis. The following table sets forth the effects of changing
rates and volumes on our fully tax-equivalent net interest income. The rate
column shows the effects attributable to changes in rate (changes in rate
multiplied by prior volume). The volume column shows the effects attributable to
changes in volume (changes in volume multiplied by prior rate). The net column
represents the sum of the prior columns. For purposes of this table, changes
attributable to changes in both rate and volume that cannot be segregated have
been allocated proportionally based on the changes due to rate and the changes
due to volume.



                                    Three Months Ended September 30,              Nine Months Ended September 30,
                                         2021 Compared to 2020                         2021 Compared to 2020
                                       Increase (Decrease) Due to                    Increase (Decrease) Due to
                                 Volume             Rate           Net          Volume           Rate           Net
                                                                   (In thousands)
Interest income:
Loans                          $    (7,609 )     $    (1,350 )   $ (8,959 )   $   (17,416 )    $  (4,808 )   $ (22,224 )
Securities and certificates of
deposit                               (104 )              (7 )       (111 )          (275 )           78          (197 )
Other interest-earning assets          313              (252 )         61           1,740         (3,207 )      (1,467 )
Total                               (7,400 )          (1,609 )     (9,009 )       (15,951 )       (7,937 )     (23,888 )
Interest expense:
Deposits                              (676 )          (4,989 )     (5,665 )        (1,548 )      (21,539 )     (23,087 )
Borrowings                          (1,386 )             826         (560 )        (2,479 )          624        (1,855 )
Total                               (2,062 )          (4,163 )     (6,225 )        (4,027 )      (20,915 )     (24,942 )
Change in fully tax-equivalent
net interest
  income                       $    (5,338 )     $     2,554     $ (2,784 )   $   (11,924 )    $  12,978     $   1,054





The interest rate spread and net interest margin on a tax-equivalent basis were
2.91% and 3.05%, respectively, for the three months ended September 30, 2021
compared to 2.91% and 3.13%, respectively, for the three months ended September
30, 2020. For the nine months ended September 30, 2021, the interest rate spread
and net interest margin on a tax-equivalent basis were 2.92% and 3.07%,
respectively, compared to 2.81% and 3.07%, respectively, for the nine months
ended September 30, 2020. The decrease in net interest income for the three
months ended September 30, 2021, was primarily due to a decrease in average loan
volume, partially offset by a reduction in cost of funds. The increase in net
interest income for the nine months ended September 30, 2021, was primarily due
to the substantial reduction in the cost of funds, partially offset by a
decrease in average loan volume.

The yield on interest-earning assets on a tax-equivalent basis decreased 46
basis points to 3.48% for the three months ended September 30, 2021, compared to
3.94% for the three months ended September 30, 2020, while the cost of funds
decreased 42 basis points to 0.48% from 0.90% for the three months ended
September 30, 2021 and 2020, respectively. The decrease in interest income was
primarily due to a decrease of $725.0 million, or 12.8%, in the Company's
average net loans to $4.947 billion and a 10 basis point decrease in yield on
loans to 4.23% on a tax-equivalent basis, from 4.33%, for the three months ended
September 30, 2020. The decrease in interest expense on deposits was primarily
due to the decrease in the average total cost of deposits of 47 basis points to
0.25% for the three months ended September 30, 2021 compared to 0.72% for the
same period in 2020. The decrease in interest expense on borrowings was
primarily due to a $243.7 million decrease, or 30.3%, in the Company's average
borrowings to $560.6 million for the three months ended September 30, 2021, from
$804.3 million for the three months ended September 30, 2020.

The yield on interest-earning assets on a tax-equivalent basis decreased 54
basis points to 3.57% for the nine months ended September 30, 2021, compared to
4.11% for the nine months ended September 30, 2020, while the cost of funds
decreased 60 basis points to 0.56%, from 1.16% for the nine months ended
September 30, 2021 and 2020, respectively. The decrease in interest income was
primarily due to a decrease of $534.6 million, or 9.4%, in the Company's average
net loans to $5.177 billion and a 58 basis point decrease in yield on other
earning assets to 0.16%, from 0.74%, for the nine months ended September 30,
2020. The decrease in interest expense on deposits was primarily due to the
decrease in the average total cost of deposits of 64 basis points to 0.35% for
the nine months ended September 30, 2021, compared to 0.99% for the same period
in 2020. The decrease in interest expense on borrowings was primarily due to a
$141.4 million decrease, or 19.2%, in the Company's average borrowings to $596.6
million for the nine months ended September 30, 2021, from $738.1 million for
the nine months ended September 30, 2020.



                                       33

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Provision for Credit Losses. The provision for credit losses for the three
months ended September 30, 2021 was $217,000 compared to a provision of $7.2
million for the three months ended September 30, 2020. For the nine months ended
September 30, 2021, the provision for credit losses was a reversal of $4.3
million compared to a provision of $17.5 million for September 30, 2020. For
further discussion of the changes in the provision and allowance for credit
losses, refer to "Comparison of Financial Condition at September 30, 2021 and
December 31, 2020 - Allowance for Credit losses."

Non-Interest Income. Non-interest income information is as follows:





                                Three Months Ended                                     Nine Months Ended
                                  September 30,                    Change                September 30,                 Change
                              2021              2020        Amount      Percent        2021          2020        Amount      Percent
                                                                      

(Dollars in thousands) Customer service fees $ 2,530 $ 2,193 $ 337 15.4 % $ 7,214 $ 6,238 $ 976 15.6 % Loan fees

                         146               264        (118 )      

(44.7 ) 280 903 (623 ) (69.0 ) Mortgage banking gains, net

                               218               704        (486 )      

(69.0 ) 845 1,233 (388 ) (31.5 ) Gain on sale of asset

               -                 -           -            -             -        4,195       (4,195 )     (100.0 )
(Loss) gain on marketable
equity
  securities, net                (104 )             122        (226 )     (185.2 )       1,881       (2,197 )      4,078        185.6
Income from bank-owned
life
  insurance                       268               272          (4 )       (1.5 )         793          842          (49 )       (5.8 )
Other income                        5                17         (12 )     

(70.6 ) 31 185 (154 ) (83.2 ) Total non-interest income $ 3,063 $ 3,572 $ (509 ) (14.2 ) % $ 11,044 $ 11,399 $ (355 ) (3.1 ) %







The decrease in non-interest income for the three months ended September 30,
2021 was due primarily to a decrease of $486,000 in mortgage banking gains, net.
The decrease in non-interest income for the nine months ended September 30, 2021
was due primarily to a $4.2 million gain on sale of asset realized in 2020, a
$623,000 decrease in loan fees and a $388,000 decrease in mortgage banking
gains, net, partially offset by a $2.6 million valuation increase on marketable
equity securities, net, a $1.5 million increase in gain on sale of equity
securities, net, and a $976,000 increase in customer service fees. Refer to Note
4, Securities, in the Notes to the Unaudited Consolidated Financial Statements
within this report for more detail regarding our securities portfolio.

Non-Interest Expense. Non-interest expense information is as follows:





                           Three Months Ended                                    Nine Months Ended
                              September 30,                 Change                 September 30,                 Change
                            2021          2020       Amount      Percent         2021          2020       Amount      Percent
                                        (Dollars in thousands)                               (Dollars in thousands)

Salaries and employee
benefits                 $   13,941     $ 13,426     $   515          3.8   % $   43,396     $ 43,198     $   198          0.5   %
Occupancy and equipment       3,644        3,734         (90 )       (2.4 )       11,775       11,397         378          3.3
Data processing               2,354        2,196         158          7.2          6,868        6,466         402          6.2
Marketing and
advertising                     663          554         109         19.7          2,591        2,814        (223 )       (7.9 )
Professional services           704          688          16          2.3          2,125        2,380        (255 )      (10.7 )
Deposit insurance               406          692        (286 )      (41.3 )        1,264        1,967        (703 )      (35.7 )
Merger and acquisition        1,158            -       1,158            -          2,273            -       2,273            -
Other general and
administrative                1,677        1,540         137          8.9          7,831        4,229       3,602         85.2
Total non-interest
expenses                 $   24,547     $ 22,830     $ 1,717          7.5   % $   78,123     $ 72,451     $ 5,672          7.8   %




The increase in the Company's non-interest expenses for the three and nine
months ended September 30, 2021 was due primarily to $3.4 million in expense for
a legal judgment related to a loan assumed in the Mt. Washington Bank
acquisition, included in other general and administrative expense, and $2.3
million in merger and acquisition related expenses realized in the second and
third quarters of 2021.



Income Tax Provision. The Company recorded a provision for income taxes of
$6.0 million for the three months ended September 30, 2021, reflecting an
effective tax rate of 24.7%, compared to $5.7 million, or a 25.5% effective tax
rate, for the three months ended September 30, 2020. For the nine months ended
September 30, 2021, the provision for income taxes was $20.2 million, reflecting
an effective tax rate of 25.4%, compared to $15.8 million, or a 25.1% effective
tax rate, for the nine months ended September 30, 2020.

Liquidity Management. Liquidity is the ability to meet current and future financial obligations of a short-term nature. Our primary sources of funds consist of deposit inflows, loan repayments, sales, maturities and payments on investment securities and



                                       34

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borrowings from the FHLB. While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and mortgage prepayments are greatly influenced by general interest rates, economic conditions and competition.



We regularly adjust our investments in liquid assets based upon our assessment
of (1) expected loan demand, (2) expected deposit flows, (3) yields available on
interest-earning deposits and securities and (4) the objectives of our
asset/liability management policy.

Our most liquid assets are cash and due from banks. The level of this asset
depends on our operating, financing, lending, and investing activities during
any given period. At September 30, 2021, cash and due from banks totaled
$1.053 billion. In addition, at September 30, 2021, we had $477.8 million of
available borrowing capacity with the FHLB, including a $10.0 million line of
credit. On September 30, 2021, we had $560.6 million of FHLB advances
outstanding. We periodically pledge additional multi-family and commercial real
estate loans held in the Bank's portfolio as qualified collateral to increase
our borrowing capacity with the FHLB.

Our primary investing activities are the origination of loans and the purchase
and sale of securities. Our primary financing activities consist of activity in
deposit accounts and FHLB advances. Deposit flows are affected by the overall
level of interest rates, the interest rates and products offered by us and our
local competitors and other factors. We generally manage the pricing of our
deposits to be competitive. Occasionally, we offer promotional rates on certain
deposit products to attract deposits.

A significant use of our liquidity is the funding of loan originations. At
September 30, 2021 and December 31, 2020, we had total loan commitments
outstanding of $899.6 million and $1.075 billion, respectively. Historically,
many of the commitments expire without being fully drawn; therefore, the total
amount of commitments does not necessarily represent future cash requirements.
Refer to Note 8, Commitments and Contingencies and Derivatives, in Notes to the
Unaudited Consolidated Financial Statements within this report for more detail
regarding our outstanding commitments.

Another significant use of our liquidity is the funding of deposit withdrawals.
Certificates of deposit due within one year of September 30, 2021 totaled $675.5
million, or 76.6% of total certificates of deposit. If these maturing deposits
do not remain with us, we will be required to utilize other sources of funds.
Historically, a significant portion of certificates of deposit that mature have
remained with us. We have the ability to attract and retain deposits by
adjusting the interest rates offered and accepting brokered certificates of
deposit when it is deemed cost effective.

Meridian Bancorp, Inc. is a separate legal entity from East Boston Savings Bank,
and it must provide for its own liquidity to pay dividends and repurchase its
common stock and for other corporate purposes. Meridian Bancorp, Inc.'s primary
source of liquidity is dividend payments received from East Boston Savings Bank.
The ability of East Boston Savings Bank to pay dividends is subject to
regulatory requirements. At September 30, 2021, Meridian Bancorp, Inc. (on an
unconsolidated basis) had cash and cash equivalents totaling $37.1 million,
reflecting a $40.0 million dividend received from the Bank during the quarter
ended June 30, 2021.

Capital Management. Both the Company and the Bank are subject to various
regulatory capital requirements administered by the Federal Reserve Board and
the Federal Deposit Insurance Corporation, respectively, including a risk-based
capital measure. The risk-based capital guidelines include both a definition of
capital and a framework for calculating risk-weighted assets by assigning
balance sheet assets and off-balance sheet items to broad risk categories. At
September 30, 2021, both the Company and the Bank exceeded all of their
respective regulatory capital requirements. The Bank is considered "well
capitalized" under regulatory guidelines.

Federal banking regulations include minimum capital requirements as set forth in
the following table. Additionally, community banking institutions must maintain
a capital conservation buffer of Total, Tier 1 and common equity Tier 1 capital
in an amount greater than 2.5% of total to risk-weighted assets to avoid being
subject to limitations on capital distributions, including dividend payments and
stock repurchases, and discretionary bonuses.

As a result of the Economic Growth, Regulatory Relief, and Consumer Protection
Act, the federal banking agencies were required to develop a "Community Bank
Leverage Ratio" ("CBLR") (the ratio of a bank's tangible equity capital to
average total consolidated assets) for financial institutions with assets of
less than $10 billion. A "qualifying community bank" that exceeds this ratio
will be deemed to be in compliance with all other capital and leverage
requirements, including the capital requirements to be considered "well
capitalized" under Prompt Corrective Action statutes. The federal banking
agencies may consider a financial institution's risk profile when evaluating
whether it qualifies as a community bank for purposes of the capital ratio
requirement. The federal banking agencies have set 9% as the minimum capital for
the Community CBLR, effective March 31, 2020. On April 6, 2020, the federal
banking agencies issued two interim final rules related to Section 4012 of the
CARES Act, which requires the agencies to lower the CBLR requirement to 8%. The
second rule provides a transition from the temporary 8% requirement back to 9%.
The CBLR requirement transitioned from greater than 8% from the second quarter
through the fourth quarter of 2020, to greater than 8.5% during calendar year
2021, and will transition to a requirement of greater than 9% in 2022. The
Company and the Bank elected to be subject to the CBLR at March 31, 2020.

                                       35

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The Company may use capital management tools such as cash dividends and common
share repurchases. We are subject to the Federal Reserve Board's notice
provisions for stock repurchases. The Company did not repurchase any of its
common stock during the three months ended September 30, 2021. As of September
30, 2021, the Company had repurchased 4,698,165 shares of its stock at an
average price of $15.66 per share since August of 2015. During the nine months
ended September 30, 2021 the Company's Board of Directors declared three
quarterly cash dividends of $0.10 per common share on February 24, 2021, May 27,
2021, and August 31, 2021. The dividend declared on August 31, 2021 was paid on
October 5, 2021 to stockholders of record at the close of business on September
21, 2021.

The Company's and the Bank's actual capital amounts and ratios follow:





                                                           Minimum                Minimum to be Well
                                                           Capital             Capitalized Under Prompt
                                     Actual              Requirement       

Corrective Action Provisions


                                Amount     Ratio      Amount     Ratio           Amount           Ratio
                                                          (Dollars in thousands)
September 30, 2021
Community Bank Leverage Ratio:
Company                        $792,163      12.7 %       N/A       N/A             $529,246           8.5 %
Bank                            741,246      11.9         N/A       N/A              529,253           8.5

December 31, 2020
Community Bank Leverage Ratio:
Company                        $746,914      11.6 %       N/A       N/A             $515,439           8.0 %
Bank                            719,372      11.2         N/A       N/A              515,509           8.0




A reconciliation of the Company's and Bank's stockholders' equity to regulatory
capital follows:





                                              September 30,                     December 31,
                                                   2021                             2020
                                        Consolidated        Bank         Consolidated        Bank
                                                              (In thousands)
Total stockholders' equity per
financial statements                   $      813,698     $ 762,781     $      768,885     $ 741,343
Adjustments to Tier 1 and Common
Equity Tier 1

capital:


Accumulated other comprehensive loss              184           184                 58            58
Goodwill disallowed                           (20,378 )     (20,378 )          (20,378 )     (20,378 )
Core deposit intangible                        (1,341 )      (1,341 )           (1,651 )      (1,651 )
Total Tier 1 and Common Equity Tier 1
capital                                       792,163       741,246            746,914       719,372
Adjustments to total capital:
Allowance for credit losses                    60,849        60,849             68,824        68,824
Total regulatory capital               $      853,012     $ 802,095     $      815,738     $ 788,196




Off-Balance Sheet Arrangements. In the normal course of operations, we engage in
a variety of financial transactions that, in accordance with generally accepted
accounting principles in the United States of America, are not recorded in our
financial statements. These transactions involve, to varying degrees, elements
of credit, interest rate and liquidity risk. Such transactions are used
primarily to manage customers' requests for funding and take the form of loan
commitments and lines of credit.

For the nine months ended September 30, 2021, we engaged in no off-balance sheet transactions reasonably likely to have a material effect on our financial condition, results of operations or cash flows.


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