The following analysis discusses the changes in financial condition and results
of operation of Cambridge Bancorp (together with its bank subsidiary, unless the
context otherwise requires, the "Company") and should be read in conjunction
with Company's Annual Report on Form 10-K for the fiscal year ended December 31,
2019, (the "2019 Form 10-K"), filed with the Securities and Exchange Commission
(the "SEC") on March 17, 2020.

Forward-Looking Statements



This report contains forward-looking statements as defined in the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements about
the Company and its industry involve substantial risks and uncertainties.
Statements other than statements of current or historical fact, including
statements regarding the Company's future financial condition, results of
operations, business plans, liquidity, cash flows, projected costs, and the
impact of any laws or regulations applicable to the Company, are forward-looking
statements. Words such as "anticipates," "believes," "estimates," "expects,"
"forecasts," "intends," "plans," "projects," "may," "will," "should," and other
similar expressions are intended to identify these forward-looking statements.
Such statements are subject to factors that could cause actual results to differ
materially from anticipated results. Such factors include, but are not limited
to, the following:

• national, regional and local economic conditions may be less favorable than

expected, resulting in, among other things, increased charge-offs of loans,

higher provisions for credit losses and/or reduced demand for the Company's

services;

• disruptions to the credit and financial markets, either nationally or

globally;

• the duration and scope of the coronavirus disease 2019 ("COVID-19") pandemic

and its impact on levels of consumer confidence;

• actions governments, businesses and individuals take in response to the

COVID-19 pandemic;

• the impact of the COVID-19 pandemic and actions taken in response to the


      pandemic on global and regional economies and economic activity;


  • the pace of recovery when the COVID-19 pandemic subsides;

• weakness in the real estate market, including the secondary residential


      mortgage market, which can affect, among other things, the value of
      collateral securing mortgage loans, mortgage loan originations and
      delinquencies, and profits on sales of mortgage loans;

• legislative, regulatory or accounting changes, including changes resulting

from the adoption and implementation of the Dodd-Frank Act, which may

adversely affect our business and/or competitive position, impose additional

costs on the Company or cause us to change our business practices;

• the Dodd-Frank Act's consumer protection regulations which could adversely

affect the Company's business, financial condition or results of operations;

• disruptions in the Company's ability to access capital markets which may

adversely affect its capital resources and liquidity;

• the Company's heavy reliance on communications and information systems to

conduct its business and reliance on third parties and affiliates to provide

key components of its business infrastructure, any disruptions of which

could interrupt the Company's operations or increase the costs of doing

business;

• that the Company's financial reporting controls and procedures may not

prevent or detect all errors or fraud;

• the Company's dependence on the accuracy and completeness of information

about clients and counterparties;

• the fiscal and monetary policies of the federal government and its agencies;

• the failure to satisfy capital adequacy and liquidity guidelines applicable


      to the Company;


  • downgrades in the Company's credit rating;

• changes in interest rates which could affect interest rate spreads and net

interest income;

• costs and effects of litigation, regulatory investigations or similar

matters;

• the inability to realize expected cost savings or implement integration

plans and other adverse consequences associated with the merger with Optima

Bank & Trust Company ("Optima");

• the inability to realize expected cost savings or to implement integration


      plans and other adverse consequences associated with the merger with
      Wellesley Bancorp, Inc. ("Wellesley");


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• a failure by the Company to effectively manage the risks the Company faces,

including credit, operational and cyber security risks;

• increased pressures from competitors (both banks and non-banks) and/or an

inability of the Company to remain competitive in the financial services


      industry, particularly in the markets which the Company serves, and keep
      pace with technological changes;

• unpredictable natural or other disasters, which could adversely impact the

Company's customers or operations;

• a loss of customer deposits, which could increase the Company's funding

costs;

• the disparate impact that can result from having loans concentrated by loan


      type, industry segment, borrower type or location of the borrower or
      collateral;


  • changes in the creditworthiness of customers;

• increased credit losses or impairment of goodwill and other intangibles;

• negative public opinion which could damage the Company's reputation and


      adversely impact business and revenues;


   •  the Company depends on the expertise of key personnel, and if these

individuals leave or change their roles without effective replacements,


      operations may suffer;


   •  the Company may not be able to hire or retain additional qualified

personnel, including those acquired in previous acquisitions, and recruiting

and compensation costs may increase as a result of turnover, both of which


      may increase costs and reduce profitability and may adversely impact the
      Company's ability to implement the Company's business strategies; and

• changes in the Company's accounting policies or in accounting standards

which could materially affect how the Company reports financial results and

condition.

Except as required by law, the Company does not undertake, and specifically disclaims any obligation, to publicly release the result of any revisions which may be made to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements. You are cautioned not to place undue reliance on these forward-looking statements.

OVERVIEW

Cambridge Bancorp (together with its bank subsidiary, unless the context
otherwise requires, the "Company") is a Massachusetts state-chartered, federally
registered bank holding company headquartered in Cambridge, Massachusetts. The
Company is a Massachusetts corporation formed in 1983 and has one bank
subsidiary: Cambridge Trust Company (the "Bank"), formed in 1890. As of
September 30, 2020, the Company had total assets of approximately $4.0 billion.
The Bank operates 22 full-service banking offices in 14 cities and towns in
Eastern Massachusetts and Southeastern New Hampshire. As a private bank, we
focus on four core services that center around client needs. Our core services
include Wealth Management, Commercial Banking, Residential Lending, and Personal
Banking. The Bank's customers consist primarily of consumers and small- and
medium-sized businesses in these communities and surrounding areas throughout
Massachusetts and New Hampshire. The Company's Wealth Management Group has six
offices, one in Wellesley, two in Boston, Massachusetts and three in New
Hampshire in Concord, Manchester, and Portsmouth. As of September 30, 2020, the
Company had Assets under Management and Administration of approximately $3.9
billion. The Wealth Management Group offers comprehensive investment management,
as well as trust administration, estate settlement, and financial planning
services. Our wealth management clients value personal service and depend on the
commitment and expertise of our experienced banking, investment, and fiduciary
professionals.

The Wealth Management Group customizes its investment portfolios to help its
clients meet their long-term financial goals while moderating short-term stock
market volatility. Through careful monitoring of asset allocation and
disciplined security selection, the Bank's in-house investment team provides
clients with long-term capital growth while minimizing risk. Our internally
developed, research-driven process is managed by our team of portfolio managers
and analysts. We build discretionary portfolios consisting of our best
investment ideas, focusing on individual global equities, fixed income
securities, exchange-traded funds, and mutual funds. Our team-oriented approach
fosters spirited discussion and rigorous evaluation of investments.

The Company offers a wide range of services to commercial enterprises,
non-profit organizations, and individuals. The Company emphasizes service to
consumers and small- and medium-sized businesses in its market area. The Company
makes commercial loans, commercial real estate loans, construction loans,
consumer loans, and real estate loans (including one-to-four family and home
equity lines of credit), and accepts savings, money market, time, and demand
deposits. In addition, the Company offers a wide range of commercial and
personal banking services which include cash management, online banking, mobile
banking, and global payments.

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The Company's results of operations are largely dependent on net interest
income, which is the difference between the interest earned on loans and
securities and interest paid on deposits and borrowings, and non-interest income
largely from its wealth management services. The results of operations are
affected by the level of income and fees from loans, deposits, as well as
operating expenses, the provision for credit losses, the impact of federal and
state income taxes, the relative levels of interest rates, and local and
national economic activity.

Through the Bank, the Company focuses on wealth management, the commercial
banking business, and private banking for clients, including residential lending
and personal banking. Within the commercial loan portfolio, the Company has
traditionally been a commercial real estate lender and in recent years has
diversified commercial operations within the areas of commercial and industrial
lending to include Innovation Banking, which specializes in working with New
England-based entrepreneurs. The Innovation Banking group has a narrow client
focus for lending and provides a local banking option for technology and
entrepreneurial companies within our market area that are primarily serviced by
out-of-market institutions. Personal banking focuses on providing exceptional
service to clients and in deepening relationships.



Critical Accounting Policies



Accounting policies involving significant judgments and assumptions by
management, which have, or could have, a material impact on the carrying value
of certain assets and impact income, are considered critical accounting
policies. The Company considers allowance for credit losses and income taxes to
be its critical accounting policies.



Allowance for Credit Losses. The Company adopted ASU-2016-13 - Financial
Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on
Financial Instruments ("ASU 2016-13") during the first quarter of 2020. ASU
2016-13, which has been codified under Topic 326, replaced the previous GAAP
method of calculating loan losses. Previously, GAAP required the use of the
incurred loss methodology versus ASU 2016-13 which utilizes expected loss
methodology. The use of an expected loss methodology, referred to as the current
expected credit loss ("CECL") methodology, requires institutions to account for
potential losses that previously would not have been part of the calculation.
The CECL methodology incorporates forecasting in addition to historical and
current measures utilized in the prior incurred loss methodology. The
measurement of expected credit losses under the CECL methodology is applicable
to financial assets measured at amortized cost, including loan receivables, held
to maturity and available for sale debt securities.



Under the CECL methodology, the allowance for credit losses ("ACL") consists of
quantitative and qualitative components. The quantitative component of
the ACL is model based and utilizes a forward-looking macroeconomic forecast,
complemented by a qualitative component in estimating expected credit losses.
The qualitative component of the ACL considers (i) the uncertainty of
forward-looking scenarios; (ii) certain portfolio characteristics, such as
portfolio concentrations, real estate values, changes in the number and amount
of non-accrual and past due loans; and (iii) model limitations; among other
factors.



ASU 2016-13 also applies to off-balance sheet credit exposure not accounted for
as insurance (loan commitments, standby letters of credit, financial guarantees
and other similar investment) and net investments in leases recognized by a
lessor in accordance with ASU 2016-02 - Leases (Topic 842).



Losses on loan receivables are estimated and recognized upon origination of the
loan, based on expected credit losses for the life of the loan balance as of the
period end date. The Company uses a discounted cash flow method incorporating
probability of default and loss given default forecasted based on statistically
derived economic variable loss drivers combined with qualitative factors to
estimate expected credit losses. This process includes estimates which involve
modeling loss projections attributable to existing loan balances, considering
historical experience, current conditions and future expectations for
homogeneous pools of loans over the reasonable and supportable forecast period.



We also perform a qualitative assessment beyond model estimates and apply
qualitative adjustments as management deems necessary. The reasonable and
supportable forecast period is determined based upon the accuracy level of
historical loss forecast estimates, the specific loan level models and
methodology utilized, and considers material changes in growth and credit
strategy, and business changes which may not be applicable within the current
environment. For periods beyond a reasonable and supportable forecast interval,
we revert to historical information over a period for which comparable data is
available. The historical information either experienced by the Company or by a
selection of peer banks when appropriate, is derived from a combination of
recessionary and non-recessionary performance periods for which data is
available. Similar to the reasonable and supportable forecast period, we
reassess the reversion period at the segment level, considering any required
adjustments for differences in underwriting standards, portfolio mix, and other
relevant data shifts over time.



                                       41

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We evaluate the loan allowance for credit losses quarterly. We regularly review
our collection experience (including delinquencies and net charge-offs) in
determining our allowance for credit losses. We also consider our historical
loss experience to date based on actual defaulted loans and overall portfolio
indicators including delinquent and non-accrual loans, trends in loan volume and
lending terms, credit policies and other observable environmental factors such
as unemployment and interest rate changes.



The underlying assumptions, estimates and assessments we use to estimate the
allowance for credit losses reflect management's best estimate of model
assumptions and forecasted conditions at that time. Changes in such estimates
can significantly affect the allowance and provision for credit losses. It is
possible and likely that we will experience credit losses that are different
from our current estimates. Charge-offs are deducted from the allowance for
credit losses when we judge the principal to be uncollectible, and subsequent
recoveries are added to the allowance, generally at the time cash is received on
a charged-off account.



The expected credit losses for unfunded commitments are measured over the
contractual period of the Company's exposure to credit risk.  The estimate of
credit loss incorporates assumptions for both the likelihood and amount of
funding over the estimated life of the commitments, for the risk of loss, and
current conditions and expectations. Management periodically reviews and updates
its assumptions for estimated funding rates based on historical rates, and
factors such as portfolio growth, changes to organizational structure, economic
conditions, borrowing habits, or any other factor which could impact the
likelihood that funding will occur. The Company does not reserve for unfunded
commitments which are unconditionally cancellable.

See "Management's Discussion and Analysis-Critical Accounting Policies" in our 2019 Form 10-K, for a detailed discussion of the Company's other critical accounting estimates and policies.

There have been no other significant changes to the Company's critical accounting policies and estimates from those disclosed in the 2019 Form 10-K.

Recent Accounting Developments



See Note 5 to the Unaudited Consolidated Financial Statements for details of
recently issued and adopted accounting pronouncements and their expected impact
on the Company's financial statements.



COVID-19

The Company announced a range of initiatives to help clients, communities, and employees navigate the many financial challenges caused by the COVID-19 pandemic.



Forbearance/Modifications



The Company has instituted payment deferral programs to aid existing borrowers
with payment forbearance. For commercial and consumer borrowers, the Company has
endeavored to provide payment relief for borrowers who have been impacted by the
COVID-19 pandemic and have requested payment assistance. Detailed information on
payment deferrals is included within the supplemental earning release
information that can be found at ir.cambridgetrust.com.



For a further discussion of the risks and uncertainties relating to COVID-19 for our results of operations and business condition, see Item 1A. Risk Factors.

Results of Operations

Results of Operations for the three months ended September 30, 2020 and September 30, 2019





General. Net income increased $5.8 million, or 74.9%, to $13.4 million for the
quarter ended September 30, 2020, as compared to net income of $7.7 million for
the quarter ended September 30, 2019. Diluted earnings per share were $1.93 for
the third quarter of 2020, representing a 22.9% increase over diluted earnings
per share of $1.57 for the third quarter of 2019.



Excluding merger expenses, operating net income was $14.3 million for the quarter ended September 30, 2020, an increase of $6.4 million, or 80.4%, as compared to operating net income of $7.9 million for the quarter ended September 30, 2019. Operating diluted earnings per share were $2.06 for the third quarter of 2020, representing a 26.4% increase over operating diluted earnings per share of $1.63 for the same period last year.





Net Interest and Dividend Income. Net interest and dividend income before the
provision for credit losses increased by $13.9 million, or 66.1%, to $35.0
million, as compared to $21.1 million for the quarter ended September 30, 2019.
This change was primarily due to

                                       42

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loan growth (both organic and as a result of the Wellesley merger), lower costs of funds and loan accretion associated with merger accounting.

• Interest on loans increased by $11.3 million, or 48.0%, which was primarily


      a result of net loan growth, both organic and due to the merger with
      Wellesley.

• Interest on deposits decreased by $3.3 million, or 70.6%, as a result of

lower cost of deposits.




Total average interest earning assets increased by $1.1 billion, or 43.5%, to
$3.7 billion for the three months ended September 30, 2020, from $2.6 billion
for the same period ended September 30, 2019, primarily due to the merger with
Wellesley and organic loan growth. Average interest-bearing liabilities
increased by $630.8 million, or 33.8%, to $2.5 billion for the three months
ended September 30, 2020, from $1.9 billion for the same period ended
September 30, 2019. The Company's net interest margin, on a fully taxable
equivalent basis, increased 52 basis points to 3.73% for the quarter ended
September 30, 2020, as compared to 3.21% for the quarter ended September 30,
2019.

Interest and Dividend Income. Total interest and dividend income increased $10.5
million, or 40.0%, to $36.9 million for the quarter ended September 30, 2020, as
compared to $26.3 million for the quarter ended September 30, 2019, primarily
due to a $11.3 million increase in interest income from loans, partially offset
by a $506,000 decrease in interest on investment securities.

Interest Expense. Interest expense decreased $3.4 million, or 63.7%, to $1.9
million for the quarter ended September 30, 2020, as compared to $5.3 million
for the quarter ended September 30, 2019, primarily due to lower cost of
deposits.

Average interest-bearing liabilities increased $630.8 million to $2.5 billion
for the three months ended September 30, 2020 from $1.9 billion for the same
period ended September 30, 2019, primarily due to an increase in average money
market accounts of $225.5 million, a $154.9 million increase in average checking
accounts balances, higher savings balances of $89.4 million, and an increase in
average other borrowed funds of $61.6 million. The aforementioned increases were
primarily due to the Wellesley merger and organic core deposit growth.



Provision for Credit Losses. The Company recorded $2.0 million in provision for credit losses for the quarter ended September 30, 2020, as compared to $2.2 million for the quarter ended September 30, 2019.





The Company recorded net charge-offs of $213,000 for the quarter ended
September 30, 2020, as compared to net charge-offs of $1.2 million for the
quarter ended September 30, 2019. The allowance for loan credit losses was $35.9
million, or 1.16% of total loans (excluding the Small Business Administration's
("SBA") Paycheck Protection Program ("PPP") loans), at September 30, 2020, as
compared to $18.2 million, or 0.82% of total loans, at December 31, 2019. The
Company's current level of allowance for credit losses takes into account
changes in assumptions associated with estimated losses as a result of COVID-19
pandemic both qualitatively and quantitatively.



                                       43

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Noninterest Income. Total noninterest income increased by $567,000, or 5.5%, to
$10.9 million for the quarter ended September 30, 2020, as compared to $10.4
million for the quarter ended September 30, 2019, primarily as a result of
increases in wealth management revenue and increases in gains on loans sold.
Noninterest income was 23.8% of total revenue for the quarter ended
September 30, 2020.



• Wealth management revenue increased by $992,000, or 14.1%, to $8.0 million

for the third quarter of 2020, as compared to $7.0 million for the third

quarter of 2019. Wealth Management Assets under Management and

Administration were $3.9 billion as of September 30, 2020, an increase of

$495.6 million, or 14.4%, from December 31, 2019, primarily as a result of

the Wellesley merger and appreciation in the equity markets during 2020.

• Gain on loans sold increased by $413,000 to $873,000 for the third quarter


      of 2020, as compared to $460,000 for the third quarter of 2019, due to
      increased sales of residential mortgages.


The categories of Wealth Management revenues are shown in the following table:



                                                    For the Three Months Ended September 30,
                                                        2020                        2019
                                                             (dollars in thousands)
Wealth Management revenues:
Trust and investment advisory fees
Asset-based revenues                             $             7,479         $             6,456
Financial planning fees and other service fees                   546                         577
Total wealth management revenues                 $             8,025         $             7,033




The following table presents the changes in Wealth Management Assets under
Management:



                                                  For the Three Months Ended September 30,
                                                       2020                       2019
                                                           (dollars in thousands)
Wealth Management Assets under Management
Balance at the beginning of the period                    3,572,286       $ 

3,079,770


Acquired wealth management assets                                 -                          -
Gross client asset inflows                                   90,606                     95,770
Gross client asset outflows                                 (95,243 )                  (81,619 )
Net market impact                                           223,415                     25,120
Balance at the end of the period               $          3,791,064       $ 

3,119,041


Weighted average management fee                                0.79 %                     0.83 %



There were no significant changes to the average fee rates and fee structure during the three months ended September 30, 2020 and 2019.





Noninterest Expense. Total noninterest expense increased by $6.6 million, or
34.9%, to $25.4 million for the quarter ended September 30, 2020, as compared to
$18.9 million for the quarter ended September 30, 2019, primarily driven by
increases in salaries and employee benefits expense, occupancy and equipment
expense, data processing expense, and one-time merger-related expenses as
described below.



• Salaries and employee benefits expense increased $3.7 million, or 30.5%,


      driven by increased staffing related to the merger with Wellesley in the
      second quarter of 2020, additions to support business initiatives, and
      higher employee benefit costs.

• Occupancy and equipment expense increased $884,000, or 31.7%, primarily as a

result of additional banking locations and office space as a result of the

mergers with Optima and Wellesley.

• Data processing expense increased $432,000, or 26.2%, primarily as a result

of the merger with Wellesley.

• Merger expenses increased $829,000 to $1.2 million from $339,000 from the


      same period a year ago, primarily due to one-time non-operating costs
      associated with the Wellesley merger.




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Income Tax Expense. The Company recorded an income tax expense of $5.0 million
for the quarter ended September 30, 2020, as compared to income tax expense of
$2.7 million for the for the quarter ended September 30, 2019. The Company's
effective tax rate was 27.2% for the quarter ended September 30, 2020, as
compared to 26.1% for the quarter ended September 30, 2019.

Results of Operations for the nine months ended September 30, 2020 and September 30, 2019





General. Net income increased $798,000, or 4.4%, to $18.9 million for the nine
months ended September 30, 2020, as compared to net income of $18.1 million for
the nine months ended September 30, 2019. Diluted earnings per share were $3.09
for the first nine months of 2020, representing a 21.8% decrease from diluted
earnings per share of $3.95 for the same nine months of 2019.



The results for the nine months ended September 30, 2020 include the merger
accounting impact of CECL within the provision for credit losses, merger
expenses, and other non-operating items. Excluding these items, operating net
income was $29.5 million for the nine months ended September 30, 2020, an
increase of $8.3 million, or 39.1%, compared to operating net income of $21.2
million for the nine months ended September 30, 2019. Operating diluted earnings
per share were $4.83 for the first nine months of 2020, representing a 4.5%
increase from operating diluted earnings per share of $4.62 for the first nine
months of 2019.



Net Interest and Dividend Income. Inclusive of the Wellesley merger, net
interest and dividend income before provision for credit losses, increased by
$29.1 million, or 50.9%, to $86.2 million, at September 30, 2020, as compared to
$57.1 million for the nine months ended September 30, 2019, primarily due to
loan growth (both organic and as a result of the Wellesley merger), lower cost
of funds, and loan accretion associated with merger accounting.



• Interest on loans increased by $25.3 million, or 41.2%, due to organic and

merger related loan growth.

• Interest on deposits decreased by $5.6 million, or 48.8%, due to continued


      efforts in lowering the cost of deposits.




Average interest earning assets increased by $796.5 million, or 33.6%, to $3.2
billion during the nine months ended September 30, 2020, from $2.4 billion
during the nine months ended September 30, 2019. Average interest-bearing
liabilities increased by $459.3 million, or 27.1%, to $2.2 billion during the
nine months ended September 30, 2020 from $1.7 billion for the same period ended
September 30, 2019. The Company's net interest margin, on a fully taxable
equivalent basis, increased 42 basis points to 3.65% for the nine months ended
September 30, 2020, as compared to 3.23% for the nine months ended September 30,
2019.

Interest and Dividend Income. Total interest and dividend income increased $23.6
million, or 33.7%, to $93.5 million for the nine months ended September 30,
2020, as compared to $69.9 million for the nine months ended September 30, 2019,
primarily due to loan growth, both organic and as a result of the mergers with
Optima and Wellesley.

Interest Expense. Interest expense decreased $5.5 million, or 42.7%, to $7.4 million for the nine months ended September 30, 2020, as compared to $12.8 million for the nine months ended September 30, 2019, primarily driven by a decrease in cost of deposits.



Average interest-bearing liabilities increased by $459.3 million, or 27.1%,
primarily driven by an increase in average savings account balances of $125.6
million, an increase in average money market account balances of $119.6 million,
and an increase in average checking account balances of $111.7 million,
primarily due to the mergers with Optima and Wellesley and organic core deposit
growth.

Provision for Credit Losses. For the nine months ended September 30, 2020, the
Company recorded a total provision for credit losses of $18.4 million, which
includes $9.3 million associated with the expected impact of the COVID-19
pandemic on future loan losses and $8.6 million for the recognition of the
non-operating impact of the merger related CECL accounting.

The Company recorded net charge-offs of $613,000 for the nine months ended September 30, 2020, as compared to net charge-offs of $1.4 million for the nine months ended September 30, 2019.


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Noninterest Income. Inclusive of the Wellesley merger, total noninterest income
increased by $2.3 million, or 8.5%, to $28.7 million for the nine months ended
September 30, 2020, as compared to $26.5 million for the nine months ended
September 30, 2019, primarily as a result of increases in wealth management
revenue and an increase in gains on loans sold. Noninterest income was 25.0% of
total revenue for the nine months ended September 30, 2020.



• Wealth management revenue increased by $2.1 million, or 10.8%, to $21.7

million for the nine months ended September 30, 2020, as compared to $19.6

million for the nine months ended September 30, 2019.

• Gain on loans sold increased by $694,000, to $1.2 million for the nine

months ended September 30, 2020, as compared to $491,000 for the nine months

ended September 30, 2019, due to increased sales of residential mortgages.






The categories of Wealth Management revenues are shown in the following table:



                                                     For the Nine Months Ended September 30,
                                                        2020                        2019
                                                             (dollars in thousands)
Wealth Management revenues:
Trust and investment advisory fees
Asset-based revenues                             $            20,693         $            18,763
Financial planning fees and other service fees                   993                         813
Total wealth management revenues                 $            21,686         $            19,576






The following table presents the changes in Wealth Management Assets under
Management:



                                                  For the Nine Months Ended September 30,
                                                      2020                      2019
                                                          (dollars in thousands)
Wealth Management Assets under Management
Balance at the beginning of the period         $         3,287,371       $  

2,759,547


Acquired wealth management assets                          338,676                         -
Gross client asset inflows                                 245,670                   245,209
Gross client asset outflows                               (262,731 )                (251,071 )
Net market impact                                          182,078                   365,356
Balance at the end of the period               $         3,791,064       $  

3,119,041


Weighted average management fee                               0.81 %                    0.83 %



There were no significant changes to the average fee rates and fee structure for the nine months ended September 30, 2020 and 2019.





Noninterest Expense. Total noninterest expense increased by $14.2 million, or
25.0%, to $71.0 million for the nine months ended September 30, 2020, as
compared to $56.7 million for the nine months ended September 30, 2019. This
increase was primarily driven by increases in salaries and employee benefits
expense, merger related expenses, occupancy and equipment expense, and data
processing expense as a result of our mergers with Optima in 2019 and Wellesley
in 2020 as described below.


• Salaries and employee benefits expense increased $7.9 million, or 23.1%,

primarily as a result of increased staffing related to the mergers with

Optima and Wellesley in 2019 and 2020, respectively, additions to support

business initiatives, normal merit increases and higher employee benefit

costs.

• Merger expenses increased $1.9 million to $5.8 million from $3.9 million,

primarily due to one-time non-operating costs associated with the Wellesley

merger.

• Occupancy and equipment expense increased $1.6 million, or 20.6%, primarily


      as a result of additional branches and office space as a result of the
      mergers with Optima and Wellesley.

• Data processing expense increased $1.1 million, or 23.6%, primarily as a


      result of the mergers with Optima and Wellesley.




Income Tax Expense. The Company recorded a provision for income taxes of $6.5
million for the nine months ended September 30, 2020, as compared to $6.0
million for the nine months ended September 30, 2019. The effective tax rate was
25.7% for the nine months ended September 30, 2020, as compared to 24.8% for the
same period in 2019.

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Changes in Financial Condition

Total Assets. Total assets increased $1.1 billion, or 39.6%, from December 31, 2019, inclusive of the Wellesley merger, and were $4.0 billion as of September 30, 2020.

Investment Securities. The Company's total investment securities portfolio decreased by $6.4 million, or 1.6%, from $398.5 million at December 31, 2019 to $392.1 million at September 30, 2020.



Loans. Total loans increased by $1.1 billion, or 47.5%, from December 31, 2019,
inclusive of the Wellesley merger, and were $3.3 billion as of September 30,
2020. The increase in total loans was due to a combination of the merger with
Wellesley and organic growth during 2020. See the Organic Loan and Deposit
Growth table below for detail.



Inclusive of Wellesley:

• Residential real estate loans increased by $426.2 million, from $917.6

million at December 31, 2019 to $1.3 billion at September 30, 2020.

• Commercial real estate loans increased by $303.8 million, from $1.1 billion

at December 31, 2019 to $1.4 billion at September 30, 2020.

• Commercial & industrial loans increased by $294.8 billion from $133.2

million at December 31, 2019 to $428.0 million at September 30, 2020.

• Loans under the SBA's PPP amounted to $189.9 million at September 30, 2020.


      PPP loans are included in Commercial & Industrial loans.



Excluding Wellesley and PPP loans, total loans grew by $29.9 million, or 1.3%, from December 31, 2019.



Bank-Owned Life Insurance. The Company invests in bank-owned life insurance to
help offset the costs of employee benefit plan obligations. Bank-owned life
insurance also generally provides noninterest income that is nontaxable. At
September 30, 2020, our investment in bank-owned life insurance was $45.9
million, representing an increase of $8.6 million, or 23.1%, from $37.3 million
at December 31, 2019, primarily due to new policies acquired as a result of the
Wellesley merger.



Deposits. Inclusive of the Wellesley merger, total deposits grew by $973.1
million, or 41.3%, to $3.3 billion at September 30, 2020, primarily driven by a
combination of the impact of the Wellesley merger, organic deposit growth, and
funds from the PPP program.


• Core deposits, which the Company defines as all deposits other than


      certificates of deposit, increased by $838.8 million, or 38.5%, to $3.0
      billion at September 30, 2020 from $2.2 billion at December 31, 2019,
      inclusive of the Wellesley merger.

• Excluding the impact of the Wellesley merger, organic growth in core


      deposits was $290.0 million, or 13.3%.




Certificates of deposit totaled $316.5 million at September 30, 2020, an
increase of $134.2 million from $182.3 million at December 31, 2019, primarily
due to the Wellesley merger. Total brokered certificates of deposit, which are
included within certificates of deposit, were $77.8 million and $7.1 million at
September 30, 2020 and December 31, 2019, respectively.

Borrowings. At September 30, 2020, borrowings consisted of advances from the
Federal Home Loan Bank ("FHLB") of Boston and the Federal Reserve Bank of Boston
("FRB Boston"). Borrowings were $135.8 million as of September 30, 2020, and
remained relatively unchanged from $135.7 million at December 31, 2019.

Shareholders' Equity. Total shareholders' equity increased $106.5 million, or
37.2%, to $393.1 million at September 30, 2020, from $286.6 million at
December 31, 2019, primarily due to $87.2 million of equity issued as a result
of the Wellesley merger, net income of $18.9 million, increases in the value of
the Company's interest rate derivative positions of $5.5 million, and increases
in unrealized gains on the available for sale investment portfolio of $4.2
million, partially offset by regular dividend payments of $9.4 million.

The Company's total shareholders' equity to total assets ratio was 9.86% as of
September 30, 2020, as compared to 10.04% as of December 31, 2019. Book value
per share grew by $3.67 to $56.73 as of September 30, 2020, as compared to
$53.06 as of December 31, 2019.

The Company's ratio of tangible common equity to tangible assets decreased to
8.60%, at September 30, 2020, from 8.93% at December 31, 2019, primarily due to
the impact of goodwill recorded as a result of the Wellesley merger. Tangible
book value per share grew by $2.14 to $48.80 as of September 30, 2020, as
compared to $46.66 as of December 31, 2019.

                                       47

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Organic Loan and Deposit Growth (dollars in thousands)






                                                                                                                                 September 2020 vs December 2019
                                                                                                       Balance             Organic
                                  September 30, 2020       June 30, 2020       December 31, 2019       Acquired       Growth/(Decline) $         

Organic Growth/(Decline) %
Loans
Residential mortgage             $          1,343,815           1,351,308     $           917,566     $  403,855     $             22,394                    2.4%
Commercial mortgage                         1,364,387           1,413,427               1,060,574        290,909                   12,904                    1.2%
Home equity                                   108,343             116,067                  80,675         36,213                   (8,545 )                 (10.6%)
Commercial & Industrial                       428,024             414,243                 133,236        138,953                  155,835                   117.0%
Consumer                                       39,717              37,839                  34,677            103                    4,937                    14.2%
Total loans                      $          3,284,286     $     3,332,884     $         2,226,728     $  870,033     $            187,525                    8.4%
PPP Loans (1)                                (189,916 )          (189,306 )                     -        (32,289 )               (157,627 )                           -
Total Loans excluding PPP        $          3,094,370     $     3,143,578     $         2,226,728     $  837,744     $             29,898                    1.3%
Deposits
Demand                           $          1,011,382     $       929,846     $           630,593        175,912     $            204,877                    32.5%
Interest bearing checking                     592,113             606,999                 450,098         49,944                   92,071                    20.5%
Money market                                  436,120             419,537                 181,406        250,226                    4,488                    2.5%
Savings                                       975,811             960,847                 914,499         72,700                  (11,388 )                 (1.2%)
Core deposits                               3,015,426           2,917,229               2,176,596        548,782                  290,048                    13.3%
Certificates of deposit                       316,516             358,614                 182,282        212,096                  (77,862 )                 (42.7%)
Total deposits                   $          3,331,942     $     3,275,843     $         2,358,878     $  760,878     $            212,186                    9.0%



(1) PPP loans are included within Commercial & Industrial.

GAAP to Non-GAAP Reconciliations (dollars in thousands except per share data)





Statement on Non-GAAP Measures: The Company believes the presentation of the
following non-GAAP financial measures provides useful supplemental information
that is essential to an investor's proper understanding of the results of
operations and financial condition of the Company. Management uses non-GAAP
financial measures in its analysis of the Company's performance. These non-GAAP
measures should not be viewed as substitutes for the financial measures
determined in accordance with GAAP, nor are they necessarily comparable to
non-GAAP performance measures that may be presented by other companies.



                                                           Three Months Ended                               Nine Months Ended
                                            September 30,       June 30,   

September 30, September 30, September 30, Operating Net Income / Operating Diluted Earnings Per Share

                              2020              2020              2019                2020                2019
                                                                        (in 

thousands, except share data)

Net (Loss) Income (a GAAP measure) $ 13,429 $ (1,716 ) $ 7,676 $ 18,944 $ 18,146


  Add: Merger and Capital issuance
expenses                                             1,168           4,366                 339               5,787               3,880
  Add: (Gain) Loss on disposition of
investment securities                                    -             (69 )                (2 )               (69 )                79
Add: Provision established for acquired
Wellesley loans                                          -           8,638                   -               8,638                   -
Tax effect of non-operating
adjustments(1)                                        (278 )        (3,431 )               (74 )            (3,772 )              (873 )
  Operating Net Income (a non-GAAP
measure)                                   $        14,319     $     7,788     $         7,939     $        29,528     $        21,232
Less: Dividends and Undistributed
Earnings Allocated to Participating
Securities (GAAP)                                      (13 )            (4 )               (59 )               (22 )              (183 )
  Operating Income Applicable to Common
Shareholders (a non-GAAP measure)          $        14,306     $     7,784

$ 7,880 $ 29,506 $ 21,049 Weighted Average Diluted Shares

                  6,954,324       5,912,889           4,842,965           6,113,828           4,552,092
  Operating Diluted Earnings Per Share
(a non-GAAP measure)                       $          2.06     $      1.32     $          1.63     $          4.83     $          4.62




(1) The net tax benefit associated with non-operating items is determined by

assessing whether each non-operating item is included or excluded from net

taxable income and applying the Company's combined marginal tax rate to only


    those items included in net taxable income.


                                       48

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                                           September 30, 2020       June 30, 2020       December 31, 2019       September 30, 2019
                                                                      (in thousands, except share data)
Tangible Common Equity:
Shareholders' equity (GAAP)               $            393,073     $       383,060     $           286,561     $            243,345
Less: Goodwill and acquisition related                 (54,980 )           (55,070 )               (34,544 )                (34,635 )
intangibles (GAAP)
Tangible Common Equity (a non-GAAP                     338,093             327,990                 252,017                  208,710

measure)


Total assets (GAAP)                                  3,987,109           4,022,750               2,855,563                2,841,868
Less: Goodwill and acquisition related                 (54,980 )           (55,070 )               (34,544 )                (34,635 )

intangibles (GAAP) Tangible assets (a non-GAAP measure) $ 3,932,129 $ 3,967,680 $ 2,821,019 $ 2,807,233 Tangible Common Equity Ratio (a

                           8.60 %              8.27 %                  8.93 %                   7.43 %
non-GAAP measure)
Tangible Book Value Per Share:
Tangible Common Equity (a non-GAAP        $            338,093     $       327,990     $           252,017     $            208,710

measure)


Common shares outstanding                            6,928,288           6,927,699               5,400,868                4,849,988
Tangible Book Value Per Share (a          $              48.80     $         47.34     $             46.66     $              43.03
non-GAAP measure)




Investment Securities

The Company's securities portfolio consists of securities available for sale and
securities held to maturity. The largest component of the securities portfolio
is mortgage-backed securities, all of which are issued by U.S. government
agencies or U.S. government-sponsored enterprises.

Securities available for sale consist of certain U.S. GSE, U.S. GSE mortgage-backed securities, and corporate debt securities. These securities are carried at fair value, with unrealized gains and losses, net of applicable income taxes, recognized as a separate component of shareholders' equity.

The fair value of securities available for sale totaled $152.1 million and included gross unrealized gains of $3.5 million and gross unrealized losses of $18,000 at September 30, 2020. At December 31, 2019, the fair value of securities available for sale totaled $140.3 million and included gross unrealized gains of $231,000 and gross unrealized losses of $1.0 million.



Securities classified as held to maturity consist of certain U.S. GSE and U.S.
GSE mortgage-backed securities, corporate debt securities, and state, county,
and municipal securities. Securities held to maturity as of September 30, 2020
are carried at their amortized cost of $240.0 million. At December 31, 2019,
securities held to maturity totaled $258.2 million.

The following table sets forth the fair value of available for sale investment
securities, the amortized costs of held to maturity investment securities, and
the percentage distribution at the dates indicated:



                                           September 30,               December 31,
                                               2020                        2019
                                       Amount        Percent       Amount        Percent
                                                    (dollars in thousands)
Available for sale securities
U.S. GSE obligations                  $  23,771            16 %   $  37,848            27 %
Mortgage-backed securities              125,559            83 %     102,482            73 %
Corporate debt securities                 2,775             1 %           -             0 %
Total securities available for sale   $ 152,105           100 %   $ 140,330           100 %
Held to maturity securities
U.S. GSE obligations                  $       -             0 %   $   5,000             2 %
Mortgage-backed securities              132,629            55 %     161,759            63 %
Corporate debt securities                 6,987             3 %       6,980             3 %
Municipal securities                    100,399            42 %      84,433            32 %
Total securities held to maturity     $ 240,015           100 %   $ 258,172           100 %
Total                                 $ 392,120           100 %   $ 398,502           100 %




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The following tables set forth the composition and maturities of debt investment
securities. Actual maturities may differ from contractual maturities because
borrowers may have the right to call or prepay obligations with or without call
or prepayment penalties.



                                                                                      After One, But                       After Five, But
                                                Within One Year                      Within Five Years                     Within Ten Years                     After Ten Years                        Total
                                                              Weighted                              Weighted                             Weighted                             Weighted                       Weighted
                                                               Average                               Average                              Average                              Average       Amortized        Average
                                         Amortized Cost       Yield (1)       Amortized Cost        Yield (1)       Amortized Cost       Yield (1)       Amortized Cost       Yield (1)         Cost         Yield (1)
At September 30, 2020                                                                                               (dollars in thousands)
Available for sale securities
U.S. GSE obligations                    $              -               -     $          9,995              0.5 %   $          5,000             2.3 %   $          8,000             2.6 %   $   22,995             1.6 %
Mortgage-backed securities                             -               -                3,511              1.4 %             32,906             1.9 %             86,482             1.5 %      122,899             1.6 %
Corporate debt securities                          1,001             1.1 %              1,740              1.8 %                  -               -                    -               -          2,741             1.6 %
Total available for sale securities     $          1,001             1.1 %   $         15,246              0.9 %   $         37,906             1.9 %   $         94,482             1.6 %   $  148,635             1.6 %

Held to maturity securities
U.S. GSE obligations                    $              -               -     $              -                -     $              -               -     $              -               -     $        -               -
Mortgage-backed securities                             -               -                    2              5.6 %             50,333             2.7 %             82,294             2.2 %      132,629             2.4 %
Corporate debt securities                              -               -                6,987              2.6 %                  -               -                    -               -          6,987             2.6 %
Municipal securities                               1,885             4.2 %             16,828              3.7 %             45,277             3.5 %             36,409             2.8 %      100,399             3.3 %
Total held to maturity securities       $          1,885             4.2 %   $         23,817              3.3 %   $         95,610             3.1 %   $        118,703             2.4 %   $  240,015             2.8 %
Total                                   $          2,886             3.1 %   $         39,063              2.4 %   $        133,516             2.7 %   $        213,185             2.0 %   $  388,650             2.3 %




                                                                                     After One, But                       After Five, But
                                               Within One Year                      Within Five Years                     Within Ten Years                     After Ten Years                        Total
                                                             Weighted                              Weighted                             Weighted                             Weighted                       Weighted
                                                              Average                               Average                              Average                              Average       Amortized        Average
                                        Amortized Cost       Yield (1)     

Amortized Cost Yield (1) Amortized Cost Yield (1) Amortized Cost Yield (1) Cost Yield (1) At December 31, 2019

                                                                                               (dollars in thousands)
Available for sale securities
U.S. GSE obligations                   $          5,000             1.4 %   $         20,000              1.5 %   $          5,000             2.3 %   $          8,000             2.6 %   $   38,000             1.8 %
Mortgage-backed Securities                            -               -                   37              5.4 %             36,393             1.9 %             66,679             2.1 %      103,109             2.0 %
Total available for sale securities    $          5,000             1.4 %   $         20,037              1.5 %   $         41,393             1.9 %   $         74,679             2.1 %   $  141,109             2.0 %

Held to maturity securities
U.S. GSE obligations                   $          5,000             1.6 %   $              -                -     $              -               -     $              -               -     $    5,000             1.6 %
Mortgage-backed Securities                            -               -                    2              5.6 %             48,088             2.7 %            113,669             2.6 %      161,759             2.6 %
Corporate debt securities                             -               -                6,980              2.6 %                  -               -                    -               -          6,980             2.6 %
Municipal securities                              3,270             4.6 %             10,606              4.2 %             45,201             3.7 %             25,356             3.4 %       84,433             3.7 %
Total held to maturity Securities      $          8,270             2.8 %   $         17,588              3.6 %   $         93,289             3.2 %   $        139,025             2.8 %   $  258,172             3.0 %
Total                                  $         13,270             2.3 %   $         37,625              2.4 %   $        134,682             2.8 %   $        213,704             2.5 %   $  399,281             2.6 %



(1) Weighted Average Yield is shown on a fully taxable equivalent basis using a

federal tax rate of 21% at September 30, 2020 and December 31, 2019.




Management evaluates securities for credit loss on at least a quarterly basis
and more frequently when economic or market conditions warrant such evaluation.
Consideration is given to: (1) whether the fair value is less than cost; (2) the
financial condition and near-term prospects of the issuer; and (3) the intent
and ability of the Company to retain its investment in the issuer for a period
of time sufficient to allow for any anticipated recovery in fair value.

Loans



The Company's lending activities are conducted principally in Eastern
Massachusetts and Southern New Hampshire. The Company grants single- and
multi-family residential loans, commercial & industrial ("C&I"), commercial real
estate ("CRE"), construction loans, and a variety of consumer loans. Most of the
loans granted by the Company are secured by real estate collateral. Repayment of
the Company's residential loans are generally dependent on the health of the
employment market in the borrowers' geographic areas and that of the general
economy with liquidation of the underlying real estate collateral being
typically viewed as the primary source of repayment in the event of borrower
default. The repayment of C&I loans depends primarily on the cash flow and
credit worthiness of the borrower and secondarily on the underlying collateral
provided by the borrower. As borrower cash flow may be difficult to predict,
liquidation of the underlying collateral securing these loans is typically
viewed as the primary source of repayment in the event of borrower default.
However, collateral typically consists of equipment, inventory, accounts
receivable, or other business assets

                                       50

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that may fluctuate in value, so the liquidation of collateral in the event of
default is often an insufficient source of repayment. The Company's CRE loans
are primarily made based on the cash flow from the collateral property and
secondarily on the underlying collateral provided by the borrower, with
liquidation of the underlying real estate collateral typically being viewed as
the primary source of repayment in the event of borrower default. The Company's
construction loans are primarily made based on the borrower's expected ability
to execute and the future completed value of the collateral property, with sale
of the underlying real estate collateral typically being viewed as the primary
source of repayment.

The following table shows the composition of the loan portfolio at the dates
indicated:



                                         September 30, 2020            December 31, 2019
                                                          % of                        % of
                                          Amount         Total         Amount        Total
                                                     (dollars in thousands)
Residential mortgage
Mortgages - fixed rate                $      549,228         17 %   $    430,877         19 %
Mortgages - adjustable rate                  771,978         23 %        467,139         21 %
Construction                                  21,326          1 %         17,374          1 %
Deferred costs net of unearned fees            1,283          0 %          2,176          0 %
Total residential mortgages                1,343,815         41 %        917,566         41 %
Commercial mortgage
Mortgages - non-owner occupied             1,047,919         32 %        870,047         40 %
Mortgages - owner occupied                   151,661          5 %        114,095          5 %
Construction                                 163,202          5 %         76,288          3 %
Deferred costs net of unearned fees            1,605          0 %            144          0 %
Total commercial mortgages                 1,364,387         42 %      1,060,574         48 %
Home equity
Home equity - lines of credit                103,499          3 %         73,880          3 %
Home equity - term loans                       4,611          0 %          6,555          1 %
Deferred costs net of unearned fees              233          0 %            240          0 %
Total home equity                            108,343          3 %         80,675          4 %
Commercial & industrial
Commercial & industrial                      431,614         13 %        133,337          6 %
Unearned fees net of deferred costs           (3,590 )        0 %           (101 )        0 %
Total commercial & industrial                428,024         13 %        133,236          6 %
Consumer
Secured                                       37,990          1 %         33,453          1 %
Unsecured                                      1,707          0 %          1,199          0 %
Unearned fees net of deferred costs               20          0 %             25          0 %
Total consumer                                39,717          1 %         34,677          1 %
Total loans                           $    3,284,286        100 %   $  2,226,728        100 %




Residential Mortgage. Residential real estate loans held in portfolio amounted
to $1.3 billion at September 30, 2020, representing an increase of $426.2
million, or 46.5%, from $917.6 million at December 31, 2019, and consisted of
one-to-four family residential mortgage loans. The residential mortgage
portfolio represented 41% of total loans at September 30, 2020 and December 31,
2019.

The average loan balance outstanding in the residential portfolio was $496,000 and the largest individual residential mortgage loan outstanding was $7.0 million as of September 30, 2020. At September 30, 2020, this loan was performing in accordance with its original terms.


                                       51

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The Bank offers fixed and adjustable rate residential mortgage loans with
maturities up to 30 years. One-to-four family residential mortgage loans are
generally underwritten according to Fannie Mae and Freddie Mac guidelines, and
we refer to loans that conform to such guidelines as "conforming loans". The
Bank generally originates both fixed and adjustable rate mortgage loans in
amounts up to the maximum conforming loan limits as established by the Federal
Housing Finance Agency, which increased to $510,400 in 2020 from $484,350, for
one-unit properties. In addition, the Bank also offers loans above conforming
lending limits typically referred to as "jumbo" loans. These loans are typically
underwritten to jumbo conforming guidelines; however, the Bank may choose to
hold a jumbo loan within its portfolio with underwriting criteria that does not
exactly match conforming guidelines. The Bank may also, from time to time,
purchase residential loans that are either jumbo, conforming, or meet our
Community Reinvestment Act ("CRA") requirements. Purchases have historically
been made to satisfy CRA requirements for lending to low- and moderate-income
borrowers within the Bank's CRA Assessment Area.

Generally, our residential construction loans are based on complete value per
plans and specifications, with loan proceeds used to construct the house for
single family primary and secondary residences. Loans are provided for terms up
to 12 months during the construction phase, with loan-to-values that generally
do not exceed 80% on as complete basis.  The loans then convert to permanent
financing at terms up to 360 months.

The Company does not offer reverse mortgages, nor do we offer loans that provide
for negative amortization of principal, such as "Option ARM" loans, where the
borrower can pay less than the interest owed on the loan, resulting in an
increased principal balance during the life of the loan. We do not offer
"subprime loans" (loans that are made with low down payments to borrowers with
weakened credit histories typically characterized by payment delinquencies,
previous charge-offs, judgments, bankruptcies, or borrowers with questionable
repayment capacity as evidenced by low credit scores or high debt-burden ratios)
or Alt-A loans (defined as loans having less than full documentation).

Residential real estate loans are originated both for sale to the secondary
market, as well as for retention in the Bank's loan portfolio. The decision to
sell a loan to the secondary market or retain within the portfolio is determined
based on a variety of factors including but not limited to the Bank's
asset/liability position, the current interest rate environment, and customer
preference.

The Company is servicing mortgage loans sold to others without recourse of approximately $167.5 million at September 30, 2020 and $159.6 million at December 31, 2019.



The table below presents residential real estate loan origination activity for
the periods indicated:



                                                              For the Nine Months Ended
                                                                    September 30,
                                                             2020                   2019
                                                               (dollars in thousands)
Originations for retention in portfolio                 $      401,808         $      133,213
Originations for sale to the secondary market                   58,878                 10,624
Total                                                   $      460,686         $      143,837

Loans are sold with servicing retained or released. The table below presents residential real estate loan sale activity for the periods indicated:





                                                           For the Nine Months Ended September 30,
                                                              2020                        2019
                                                                   (dollars in thousands)
Loans sold with servicing rights retained              $            35,802         $            41,956
Loans sold with servicing rights released                           18,024                       3,557
Total                                                  $            53,826         $            45,513




Loans sold with the retention of servicing typically result in the
capitalization of servicing rights. Loan servicing rights are included in other
assets and are subsequently amortized as an offset to other income over the
estimated period of servicing. The net balance of capitalized servicing rights
amounted to $1.3 million as of September 30, 2020 and December 31, 2019.

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Commercial Mortgage. CRE loans were $1.4 billion as of September 30, 2020, an
increase of $303.8 million, or 28.6%, from $1.1 billion at December 31, 2019.
The CRE loans portfolio represented 42% and 48% of total loans at September 30,
2020 and December 31, 2019, respectively. The average loan balance outstanding
in this portfolio was $1.5 million, and the largest individual CRE outstanding
was $27.0 million as of September 30, 2020. At September 30, 2020, this
commercial mortgage was performing in accordance with its original terms.

CRE loans are secured by a variety of property types, with approximately 88.6%
of the total at September 30, 2020 composed of multi-family dwellings, retail
facilities, office buildings, commercial mixed use, lodging, and industrial and
warehouse properties.

Generally, our CRE loans are for terms of up to ten years, with loan-to-values
that generally do not exceed 75%. Amortization schedules are long-term, and
thus, a balloon payment is generally due at maturity. Under most circumstances,
the Bank will offer to rewrite or otherwise extend the loan at prevailing
interest rates.

Generally, our commercial construction loans are speculative in nature, with
loan proceeds used to acquire and develop real estate property for sale or
rental. Loans are provided for terms up to 36 months during the construction
phase, with loan-to-values that generally do not exceed 75% on both an "as is"
and "as complete and stabilized" basis. Construction projects are primarily for
the development of residential property types, inclusive of one-to-four family
and multifamily properties.

Home Equity. The home equity portfolio totaled $108.3 million and $80.7 million
at September 30, 2020 and December 31, 2019, respectively. The home equity
portfolio represented 3% and 4% of total loans at September 30, 2020 and
December 31, 2019, respectively. At September 30, 2020, the largest home equity
line of credit was $3.5 million and had an outstanding balance of $3.2 million.
At September 30, 2020, this line of credit was performing in accordance with its
original terms.

Home equity lines of credit are extended as both first and second mortgages on
owner-occupied residential and one-to-four family investment properties in the
Bank's market area. Home equity lines of credit are generally underwritten with
the same criteria that we use to underwrite one-to-four family residential
mortgage loans.

Our home equity lines of credit are revolving lines of credit, which generally
have a term between 15 and 20 years, with draws available for the first 10
years. Our 15-year lines of credit are interest only during the first 10 years
and amortize on a five-year basis thereafter. Our 20-year lines of credit are
interest only during the first 10 years and amortize on a 10-year basis
thereafter. We generally originate home equity lines of credit with
loan-to-value ratios of up to 80% when combined with the principal balance of
the existing first mortgage loan, although loan-to-value ratios may occasionally
exceed 80% on a case-by-case basis. Maximum combined loan-to-values are
determined based on an applicant's loan/line amount and the estimated property
value. Lines of credit above $1.0 million generally will not exceed combined
loan-to-value of 75%. Rates are adjusted monthly based on changes in a
designated market index. We also offer home equity term loans, which are
extended as second mortgages on owner-occupied residential properties in our
market area. Our home equity term loans are fixed rate second mortgage loans,
which generally have a term between five and 20 years.

Commercial & Industrial (C&I). The C&I portfolio totaled $428.0 million and
$133.2 million at September 30, 2020 and December 31, 2019, respectively. The
C&I portfolio represented 13% and 6% of total loans at September 30, 2020 and
December 31, 2019, respectively. The average loan balance outstanding in this
portfolio was $298,000 and the largest individual C&I loan outstanding was $9.2
million as of September 30, 2020. At September 30, 2020, this loan was
performing in accordance with its original terms.

Loans under the SBA's PPP program totaled $189.9 million at September 30, 2020 and are included in the C&I portfolio.

The Company's Innovation Banking, solar, and asset-based loans are reported within the C&I portfolio.

• At September 30, 2020, Innovation Banking loans totaled $29.0 million and

the average loan balance outstanding in this portfolio was $1.1 million. The


      largest individual loan outstanding was $6.9 million, and this loan was
      performing in accordance with its original terms.


   •  At September 30, 2020, asset-based loans totaled $28.7 million and the
      average loan balance outstanding in this portfolio was $2.1 million. The
      largest individual loan outstanding was $8.5 million, and this loan was
      performing in accordance with its original terms.

• At September 30, 2020, commercial solar loans totaled $83.2 million and the


      average loan balance outstanding in this portfolio was $2.9 million. The
      largest individual loan outstanding was $9.2 million, and this loan was
      performing in accordance with its original terms.




                                       53

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The Company's C&I loan customers represent various small- and middle-market
established businesses involved in professional services, accommodation and food
services, health care, wholesale trade, manufacturing, distribution, retailing,
and non-profits. Most clients are privately owned with markets that range from
local to national in scope. Many of the loans to this segment are secured by
liens on corporate assets and the personal guarantees of the principals. The
Company also makes loans to entrepreneurial and technology businesses, as well
as commercial solar projects. The regional economic strength or weakness impacts
the relative risks in this loan category. There is no significant concentration
in any one business sector, and loan risks are generally diversified among many
borrowers.

Consumer Loans. The consumer loan portfolio totaled $39.7 million at
September 30, 2020, an increase of $5.0 million, or 14.4%, from $34.7 million at
December 31, 2019.  Consumer loans represented 1% of the total loan portfolio at
September 30, 2020 and December 31, 2019. Consumer loans include secured and
unsecured loans, lines of credit, and personal installment loans. Unsecured
consumer loans generally have greater risk compared to longer-term loans secured
by improved, owner-occupied real estate, particularly consumer loans that are
secured by rapidly depreciable assets.  The secured consumer loans and lines
portfolio are generally fully secured by pledged assets such as bank accounts or
investments.

Loan Portfolio Maturities. The following table summarizes the dollar amount of
loans maturing in the portfolio based on their loan type and contractual terms
to maturity at September 30, 2020. The table does not include any estimate of
prepayments, which can significantly shorten the average life of all loans and
may cause our actual repayment experience to differ from that shown below.
Demand loans, loans having no stated repayment schedule or maturity, and
overdraft loans are reported as being due in one year or less.



                                              September 30, 2020
                          One Year         One to         Over Five
                           or Less       Five Years         Years           Total
                                            (dollars in thousands)
Residential mortgage      $   5,797     $     14,014     $ 1,324,004     $ 1,343,815
Commercial mortgage         149,082          313,918         901,387       1,364,387
Home equity                     511            4,206         103,626         108,343
Commercial & Industrial      44,032          278,317         105,675         428,024
Consumer                     39,494               77             146          39,717
Total                     $ 238,916     $    610,532     $ 2,434,838     $ 3,284,286




Loan Portfolio by Interest Rate Type. The following table summarizes the dollar
amount of loans in our portfolio based on whether the loan has a fixed,
adjustable, or floating rate of interest at September 30, 2020. Floating rate
loans are tied to a market index while adjustable rate loans are adjusted based
on the contractual terms of the loan.



                                             September 30, 2020
                             Fixed        Adjustable      Floating         Total
                                           (dollars in thousands)
Residential mortgage      $   554,577     $   782,724     $   6,514     $ 1,343,815
Commercial mortgage           426,202         417,186       520,999       1,364,387
Home equity                     5,256           4,717        98,370         108,343
Commercial & Industrial       241,934          15,927       170,163         428,024
Consumer                          432             529        38,756          39,717
Total                     $ 1,228,401     $ 1,221,083     $ 834,802     $ 3,284,286


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Non-performing Loans and TROUBLED DEBT RESTRUCTURINGS (TDRs)

The composition of non-performing assets is as follows:





                                                         September 30,      December 31,
                                                             2020               2019
                                                             (dollars in thousands)
Non-accrual loans                                       $         7,717     $       4,160
Loans past due > 90 days, but still accruing                        660     

1,264


Troubled debt restructurings                                        812     

227


Total nonperforming loans                               $         9,189     $       5,651
Accruing troubled debt restructured loans               $             -     $           -
Nonperforming loans as a percentage of total loans                 0.28 %            0.25 %
Nonperforming loans as a percentage of total assets                0.23 %            0.20 %



Total non-performing loans increased $3.5 million at September 30, 2020 as compared to December 31, 2019, primarily due to an increase of loans on non-accrual.





The Company continues to closely monitor the portfolio of non-performing loans
for which management has concerns regarding the ability of the borrowers to
perform. The majority of the loans are secured by real estate and are considered
to have adequate collateral value to cover the loan balances at September 30,
2020 and December 31, 2019, although such values may fluctuate with changes in
the economy and the real estate market. In addition to the monitoring and review
of loan performance internally, the Company has contracted with an independent
organization to review the Company's commercial and CRE loan portfolios. This
independent review was performed in each of the past five years.



Non-accrual Loans. Loans are typically placed on non-accrual status when any
payment of principal and/or interest is 90 days or more past due, unless the
collateral is sufficient to cover both principal and interest and the loan is in
the process of collection. The Company monitors closely the performance of its
loan portfolio. The status of delinquent loans, as well as situations identified
as potential problems, is reviewed on a regular basis by management.

Troubled Debt Restructurings. Loans are considered restructured in a troubled
debt restructuring when the Company has granted concessions to a borrower due to
the borrower's financial condition that it otherwise would not have considered.
These concessions may include modifications of the terms of the debt such as
deferral of payments, extension of maturity, reduction of principal balance,
reduction of the stated interest rate other than normal market rate adjustments,
or a combination of these concessions. Debt may be bifurcated with separate
terms for each tranche of the restructured debt. Restructuring a loan in lieu of
aggressively enforcing the collection of the loan may benefit the Company by
increasing the ultimate probability of collection.

Restructured loans are classified as accruing or non-accruing based on
management's assessment of the collectability of the loan. Loans which are
already on non-accrual status at the time of the restructuring generally remain
on non-accrual status for approximately six months or longer before management
considers such loans for return to accruing status. Accruing restructured loans
are placed into non-accrual status if and when the borrower fails to comply with
the restructured terms and management deems it unlikely that the borrower will
return to a status of compliance in the near term. Troubled debt restructurings
are individually evaluated for credit losses.

Allowance for Credit Losses



We evaluate the loan portfolio on a quarterly basis and the allowance is
adjusted accordingly. While we use the best information available to make
evaluations, future adjustments to the allowance may be necessary if conditions
differ substantially from the information used in making the evaluations. In
addition, various regulatory agencies, as an integral part of their examination
process, will periodically review the allowance for credit losses. Such agencies
may require us to recognize additions to the allowance based on their analysis
of information available to them at the time of their examination.

Actual loan losses may be significantly more than the allowance for credit losses we have established, which could have a material negative effect on our financial results.



Losses on loan receivables are estimated and recognized upon origination of the
loan, based on expected credit losses for the life of the loan balance as of the
period end date. The Company uses a discounted cash flow method incorporating
probability of default and loss given default forecasted based on statistically
derived economic variable loss drivers combined with qualitative factors to
estimate expected credit losses. This process includes estimates which involve
modeling loss projections attributable to existing loan balances, considering
historical experience, current conditions and future expectations for
homogeneous pools of loans over the reasonable and supportable forecast period.

                                       55

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We also perform a qualitative assessment beyond model estimates and apply
qualitative adjustments as management deems necessary. The reasonable and
supportable forecast period is determined based upon the accuracy level of
historical loss forecast estimates, the specific loan level models and
methodology utilized, and considers material changes in growth and credit
strategy, and business changes which may not be applicable within the current
environment. For periods beyond a reasonable and supportable forecast interval,
we revert to historical information over a period for which comparable data is
available. The historical information either experienced by the Company or by a
selection of peer banks when appropriate, is derived from a combination of
recessionary and non-recessionary performance periods for which data is
available. Similar to the reasonable and supportable forecast period, we
reassess the reversion period at the segment level, considering any required
adjustments for differences in underwriting standards, portfolio mix, and other
relevant data shifts over time.

See additional discussion regarding the allowance for loan losses, in Item 7
under the caption "Critical Accounting Policies" of the 2019 Form 10-K and in
Note 8 to the Unaudited Consolidated Financial Statements.

The following table summarizes the changes in the Company's allowance for credit losses on loans for the periods indicated:





                                                          Nine Months ended        Year ended
                                                            September 30,         December 31,
                                                                2020                  2019
                                                                  (dollars in thousands)
Period-end loans outstanding (net of unearned
  discount and deferred loan fees)                        $       3,284,286      $     2,226,728
Average loans outstanding (net of unearned
  discount and deferred loan fees)                        $       2,741,140      $     1,969,696
Balance of allowance for credit losses at the
  beginning of year - loans                               $          18,180      $        16,768
Loans charged-off:
Commercial and industrial                                              (387 )               (338 )
Commercial mortgage                                                    (264 )             (1,270 )
Residential mortgage                                                      -                    -
Home Equity                                                               -                    -
Consumer                                                                (33 )                (48 )
Total loans charged-off                                   $            (684 )    $        (1,656 )
Recovery of loans previously charged-off:
Commercial and industrial                                                57                   53
Commercial mortgage                                                       -                    -
Residential mortgage                                                      -                    -
Home Equity                                                               -                    -
Consumer                                                                 14                   11

Total recoveries of loans previously


  charged-off:                                                           71                   64
Net loan (charge-offs) recoveries                         $            (613 )    $        (1,592 )
Adoption of accounting standard - loans                                 205                    -
Provision for credit losses - acquired loans                          8,282                    -
Initial allowance for PCD                                               437                    -
Provision for credit losses - loans                                   9,429                3,004
Balance at end of period                                  $          35,920 

$ 18,180 Ratio of net (charge-offs) recoveries to average loans outstanding

                                                           (0.02 )%             (0.08 )%

Ratio of allowance for credit losses to loans


  Outstanding                                                          1.09 %               0.82 %



The allowance for credit losses to loans outstanding excluding PPP loans was 1.16% at September 30, 2020.





The level of charge-offs depends on many factors, including the national and
regional economy. Cyclical lagging factors may result in charge-offs being
higher than historical levels. Although the allowance is allocated between
categories, the entire allowance is available to absorb losses attributable to
all loan categories. Management believes that the allowance for credit losses is
adequate.

                                       56

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Sources of Funds



General. Deposits traditionally have been our primary source of funds for our
investment and lending activities. The Company also borrows from the FHLB of
Boston and the FRB Boston to supplement cash flow needs, to lengthen the
maturities of liabilities for interest rate risk management purposes, and to
manage our cost of funds. Our additional sources of funds are scheduled payments
and prepayments of principal and interest on loans and investment securities and
fee income and proceeds from the sales of loans and securities.

Deposits. The Company accepts deposits primarily from customers in the
communities in which our branches and offices are located, as well as from
small- and medium-sized businesses and other customers throughout our lending
area. We rely on our competitive pricing and products, convenient locations, and
client service to attract and retain deposits. We offer a variety of deposit
accounts with a range of interest rates and terms. Our deposit accounts consist
of relationship checking for consumers and businesses, statement savings
accounts, certificates of deposit, money market accounts, interest on lawyer
trust accounts, commercial and regular checking accounts, and individual
retirement accounts. Deposit rates and terms are based primarily on current
business strategies, market interest rates, liquidity requirements, and our
deposit growth goals. The Bank may also access the brokered deposit market for
funding.

The following table set forth the balances of the Bank's deposits for the
periods indicated:



                                                 September 30,                 December 31,
                                                      2020                         2019
                                           Amount         Percent         Amount         Percent
                                                          (dollars in thousands)
Demand deposits (non-interest bearing)   $ 1,011,382           30.3 %   $   630,593           26.7 %
Interest bearing checking                    592,113           17.8 %       450,098           19.1 %
Money market                                 436,120           13.1 %       181,406            7.7 %
Savings                                      975,811           29.3 %       914,499           38.8 %

Retail certificates of deposit under

$100,000                                   162,176            4.9 %        56,602            2.4 %

Retail certificates of deposit of

$100,000 or greater                         76,515            2.3 %       118,596            5.0 %
Wholesale certificates of deposit             77,825            2.3 %         7,084            0.3 %
Total                                    $ 3,331,942          100.0 %   $ 2,358,878            100 .0%




At September 30, 2020, the Company had a total of $238.7 million in certificates
of deposit, excluding brokered deposits, of which $191.0 million had remaining
maturities of one year or less. Based on historical experience and our current
pricing strategy, we believe we will retain a large portion of these accounts
upon maturity. As of September 30, 2020, we had a total of $77.8 million of
brokered deposits and $7.1 million of brokered deposits at December 31, 2019.



Borrowings. Total borrowings were $135.8 million and $135.7 million at
September 30, 2020 and December 31, 2019, respectively. The Company's borrowings
consisted of advances from the FHLB of Boston and from the FRB Boston's discount
window and Paycheck Protection Program Liquidity Facility ("PPPLF"). FHLB of
Boston advances are collateralized by a blanket pledge agreement on the
Company's FHLB of Boston stock and residential mortgages held in the Bank's
portfolios. FRB Boston advances are collateralized by pledged commercial loans,
pledged PPP loans, and pledged investment securities. The Company is required to
pay down PPPLF borrowings when PPP loans pledged for these borrowings are paid
down either by the borrower or the SBA.



The Company's borrowings with the FHLB of Boston totaled $50.4 million at
September 30, 2020 and $135.7 million at December 31, 2019, respectively. The
Company's remaining borrowing capacity at the FHLB of Boston at September 30,
2020 was approximately $639.1 million. In addition, the Company has a $10.0
million line of credit with the FHLB of Boston.



The Company's borrowings with FRB Boston totaled $85.4 million at September 30,
2020. There were no borrowings outstanding with the FRB Boston at December 31,
2019. The Company's remaining borrowing capacity at the FRB Boston at
September 30, 2020 was approximately $587.5 million.

Net Interest Margin



Net interest income represents the difference between interest earned, primarily
on loans and investments, and interest paid on funding sources, primarily
deposits and borrowings. Interest rate spread is the difference between the
average rate earned on total interest-earning assets and the average rate paid
on total interest-bearing liabilities. Net interest margin is the amount of net
interest income, on a fully taxable-equivalent basis, expressed as a percentage
of average interest-earning assets. The average rate earned on earning assets is
the amount of annualized taxable equivalent interest income expressed as a
percentage of average earning assets. The average rate paid on interest-bearing
liabilities is equal to annualized interest expense as a percentage of average
interest-bearing liabilities.

                                       57

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The following table sets forth the distribution of the Company's average assets, liabilities and shareholders' equity, and average rates earned or paid on a fully taxable equivalent basis for each of the periods indicated:





                                                                                                           Three Months Ended
                                                         September 30, 2020                                   June 30, 2020                                  September 30, 2019
                                              Average          Interest           Rate          Average          Interest           Rate          Average          Interest           Rate
                                              Balance          Income/          Earned/         Balance          Income/          Earned/         Balance          Income/          Earned/
                                                             Expenses (1)       Paid (1)                       Expenses (1)       Paid (1)                       Expenses (1)       Paid (1)
                                                                                                         (dollars in thousands)
ASSETS
Interest-earning assets
Loans (2)
Taxable                                     $ 3,288,304     $       34,468           4.17 %   $ 2,660,482     $       28,130           4.25 %   $ 2,103,892     $       23,280           4.39 %
Tax-exempt                                       18,940                307           6.45          21,004                267           5.11          19,441                218           4.45
Securities available for sale (3)
Taxable                                         129,957                524           1.60         115,875                557           1.93         149,045                704           1.87
Securities held to maturity
Taxable                                         147,771                880           2.37         158,431                964           2.45         204,279              1,274           2.47
Tax-exempt                                       90,698                799           3.50          84,885                760           3.60          74,246                713           3.81
Cash and cash equivalents                        67,056                  8           0.05          45,437                 16           0.14          57,937                219           1.50
Total interest-earning assets (4)             3,742,726             36,986           3.93 %     3,086,114             30,694           4.00 %     2,608,840             26,408           4.02 %
Non interest-earning assets                     281,910                                           233,240                                           

184,151


Allowance for credit losses                     (33,872 )                                         (23,272 )                                         (17,392 )
Total assets                                $ 3,990,764                                       $ 3,296,082                                       $ 2,775,599
LIABILITIES AND SHAREHOLDERS' EQUITY
Interest-bearing deposits
Checking accounts                           $   577,294     $          164           0.11 %   $   541,482     $          209           0.16 %   $   422,395     $          117           0.11 %
Savings accounts                                963,253                565           0.23         915,835                462           0.20         873,853              2,591           1.18
Money market accounts                           435,417                245           0.22         270,951                140           0.21         209,922                743           1.40
Certificates of deposit                         333,366                380           0.45         230,798                585           1.02         243,892              1,158           1.88
Total interest-bearing deposits               2,309,330              1,354           0.23       1,959,066              1,396           0.29       1,750,062              4,609           1.04
Subordinated debt                                 9,936                189           7.57           3,266                 64           7.88               -                  -              -
Other borrowed funds                            177,423                376           0.84         138,052                282           0.82         115,809                676           2.32
Total interest-bearing liabilities            2,496,689              1,919           0.31 %     2,100,384              1,742           0.33 %     1,865,871              5,285           1.12 %
Non-interest-bearing liabilities
Demand deposits                                 986,590                                           770,202                                           596,646
Other liabilities                               119,762                                            97,431                                            73,293
Total liabilities                             3,603,041                                         2,968,017                                         2,535,810
Shareholders' equity                            387,723                                           328,065                                           239,789
Total liabilities & shareholders' equity    $ 3,990,764                                       $ 3,296,082                                       $ 

2,775,599


Net interest income on a fully taxable
equivalent basis                                                    35,067                                            28,952                                            21,123
Less taxable equivalent adjustment                                    (232 )                                            (215 )                                            (196 )
Net interest income                                         $       34,835                                    $       28,737                                    $       20,927
Net interest spread (5)                                                              3.63 %                                            3.67 %                                            2.89 %
Net interest margin (6)                                                                                                                                                                       %
                                                                                     3.73 %                                            3.77 %                                            3.21



(1) Annualized on a fully taxable equivalent basis calculated using a federal tax

rate of 21%.

(2) Non-accrual loans are included in average amounts outstanding.

(3) Average balances of securities available for sale calculated utilizing

amortized cost.

(4) Federal Home Loan Bank stock balance is excluded from interest-earning assets

and associated dividend income is excluded from interest income.

(5) Net interest spread represents the difference between the weighted average

yield on interest-earning assets, inclusive of PPP loans originated during

2020, and the weighted average cost of interest-bearing liabilities.

(6) Net interest margin represents net interest income on a fully tax equivalent

basis as a percentage of average interest-earning assets, inclusive of PPP


    loans originated during 2020.


                                       58

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                                                                              Nine Months Ended
                                                    September 30, 2020                                September 30, 2019
                                         Average          Interest           Rate          Average          Interest           Rate
                                         Balance          Income/          Earned/         Balance          Income/          Earned/
                                                        Expenses (1)       Paid (1)                       Expenses (1)       Paid (1)
                                                                           (dollars in thousands)
ASSETS
Interest-earning assets
Loans (2)
Taxable                                $ 2,719,965     $       85,936           4.22 %   $ 1,868,256     $       60,919           4.36 %
Tax-exempt                                  21,175                825           5.20          14,619                487           4.45
Securities available for sale (3)
Taxable                                    126,433              1,742           1.84         156,414              2,164           1.85
Securities held to maturity
Taxable                                    158,506              2,906           2.45         210,747              3,910           2.48
Tax-exempt                                  86,275              2,313           3.58          74,508              2,163           3.88
Cash and cash equivalents                   57,472                163           0.38          48,750                556           1.52
Total interest-earning assets (4)        3,169,826             93,885           3.96 %     2,373,294             70,199           3.95 %
Non interest-earning assets                236,346                                           153,760
Allowance for loan losses                  (25,221 )                                         (16,999 )
Total assets                           $ 3,380,951                                       $ 2,510,055
LIABILITIES AND SHAREHOLDERS' EQUITY
Interest-bearing deposits
Checking accounts                      $   525,511     $          532           0.14 %   $   413,773     $          319           0.10 %
Savings accounts                           922,835              2,797           0.40         797,187              6,288           1.05
Money market accounts                      300,300                834           0.37         180,729              1,803           1.33
Certificates of deposit                    250,796              1,716           0.91         226,908              3,079           1.81
Total interest-bearing deposits          1,999,442              5,879           0.39 %     1,618,597             11,489           0.95 %
Subordinated debt                            4,421                253           7.64               -                  -              -
Other borrowed funds                       147,730              1,223           1.11          73,686              1,347           2.44
Total interest-bearing liabilities       2,151,593              7,355           0.46 %     1,692,283             12,836           1.01 %
Non-interest-bearing liabilities
Demand deposits                            793,934                                           541,110
Other liabilities                           99,168                                            66,141
Total liabilities                        3,044,695                                         2,299,534
Shareholders' equity                       336,256                                           210,521
Total liabilities & shareholders'
equity                                 $ 3,380,951                                       $ 2,510,055
Net interest income on a fully
taxable equivalent basis                                       86,530                                            57,363
Less taxable equivalent adjustment                               (659 )                                            (556 )
Net interest income                                    $       85,871                                    $       56,807
Net interest spread (5)                                                         3.50 %                                            2.94 %
Net interest margin (6)                                                         3.65 %                                            3.23 %



(1) Annualized on a fully taxable equivalent basis calculated using a federal tax

rate of 21%.

(2) Non-accrual loans are included in average amounts outstanding.

(3) Average balances of securities available for sale calculated utilizing

amortized cost.

(4) Federal Home Loan Bank stock balance is excluded from interest-earning assets

and associated dividend income is excluded from interest income.

(5) Net interest spread represents the difference between the weighted average

yield on interest-earning assets, inclusive of PPP loans originated during

2020, and the weighted average cost of interest-bearing liabilities.

(6) Net interest margin represents net interest income on a fully tax equivalent

basis as a percentage of average interest-earning assets, inclusive of PPP


    loans originated during 2020.


                                       59

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Rate/Volume Analysis



The following table describes the extent to which changes in interest rates and
changes in the volume of interest-earning assets and interest-bearing
liabilities have affected the Company's interest income and interest expense
during the periods indicated. Information is provided in each category with
respect to: (i) changes attributable to changes in volumes (changes in average
balance multiplied by prior year average rate) and (ii) changes attributable to
changes in rate (change in average interest rate multiplied by prior year
average balance), while (iii) changes attributable to the combined impact of
volumes and rates have been allocated proportionately to separate volume and
rate categories.



                                Three Months Ended September 30, 2020              Nine Months Ended September 30, 2020
                                            Compared with                                      Compared with
                                Three Months Ended September 30, 2019              Nine Months Ended September 30, 2019
                                         Increase/(Decrease)                                Increase/(Decrease)
                                           Due to Change in                                  Due to Change in
                               Volume              Rate            Total          Volume              Rate           Total
                                                                 (dollars in thousands)
Interest income
Loans
Taxable                     $     12,410       $     (1,222 )     $ 11,188     $     27,020       $     (2,003 )    $ 25,017
Tax-exempt                            (6 )               95             89              246                 92           338
Securities available for
sale
Taxable                              (85 )              (95 )         (180 )           (411 )              (11 )        (422 )
Securities held to
maturity
Taxable                             (342 )              (52 )         (394 )           (955 )              (49 )      (1,004 )
Tax-exempt                           147                (61 )           86              326               (176 )         150
Cash and cash equivalents             30               (241 )         (211 )             85               (478 )        (393 )
Total interest income       $     12,154       $     (1,576 )     $ 10,578     $     26,311       $     (2,625 )    $ 23,686
Interest expense
Deposits
Checking accounts           $         44       $          3       $     47     $         99       $        114      $    213
Savings accounts                     240             (2,266 )       (2,026 )            869             (4,360 )      (3,491 )
Money market accounts                419               (917 )         (498 )            783             (1,752 )        (969 )
Certificates of deposit              318             (1,096 )         (778 )            297             (1,660 )      (1,363 )
Total interest-bearing
deposits                           1,021             (4,276 )       (3,255 )          2,048             (7,658 )      (5,610 )
Subordinated debt                    189                  -            189              253                  -           253
Other borrowed funds                 254               (554 )         (300 )            875               (999 )        (124 )
Total interest expense      $      1,464       $     (4,830 )     $ (3,366 )   $      3,176       $     (8,657 )    $ (5,481 )
Change in net interest
income                      $     10,690       $      3,254       $ 13,944     $     23,135       $      6,032      $ 29,167

Market Risk and Asset Liability Management



Market risk is the risk of loss from adverse changes in market prices and rates.
The Company's market risk arises primarily from interest rate risk inherent in
its lending and deposit-taking activities. To that end, management actively
monitors and manages its interest rate risk exposure.

The Company's profitability is affected by fluctuations in interest rates. A
sudden and substantial change in interest rates may adversely impact the
Company's earnings to the extent that the interest rates borne by assets and
liabilities do not change at the same speed, to the same extent, or on the same
basis. The Company monitors the impact of changes in interest rates on its net
interest income using several tools.

The Company's primary objective in managing interest rate risk is to minimize
the adverse impact of changes in interest rates on the Company's net interest
income and capital, while structuring the Company's asset-liability structure to
obtain the maximum yield-cost spread on that structure. The Company relies
primarily on its asset-liability structure to control interest rate risk.



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Interest Rate Sensitivity. The Company actively manages its interest rate
sensitivity position. The objectives of interest rate risk management are to
control exposure of net interest income to risks associated with interest rate
movements and to achieve sustainable growth in net interest income. The
Company's Asset Liability Committee ("ALCO"), using policies and procedures
approved by the Company's Board of Directors, is responsible for the management
of the Company's interest rate sensitivity position. The Company manages
interest rate sensitivity by changing the mix, pricing, and re-pricing
characteristics of its assets and liabilities, through the management of its
investment portfolio, its offerings of loan and selected deposit terms, and
through wholesale funding. Wholesale funding consists of, but is not limited to,
multiple sources including borrowings with the FHLB of Boston, the FRB Boston's
discount window and the PPPLF, and certificates of deposit from institutional
brokers.

The Company uses several tools to manage its interest rate risk including
interest rate sensitivity analysis, or gap analysis, market value of portfolio
equity analysis, interest rate simulations under various rate scenarios, and net
interest margin reports. The results of these reports are compared to limits
established by the Company's ALCO policies and appropriate adjustments may be
made if the results are outside the established limits.

The following table demonstrates the annualized result of an interest rate simulation and the estimated effect that a parallel interest rate shift, or "shock," in the yield curve and subjective adjustments in deposit pricing might have on the Company's projected net interest income over the next 12 months.



As of September 30, 2020:



                               Year 1
                          Percentage Change
  Change in Interest       in Net Interest
Rates (in Basis Points)        Income
Parallel rate shocks
         +400                    2.0
         +300                    1.0
         +200                   (0.2)
         +100                     0
         -100                   (2.1)



The following table demonstrates the annualized result of an interest rate simulation and the estimated effect that a gradual interest rate shift in the yield curve and subjective adjustments in deposit pricing might have on the Company's projected net interest income over the next 12 months.



As of September 30, 2020:



                               Year 1
                          Percentage Change
  Change in Interest       in Net Interest

Rates (in Basis Points)        Income

Gradual rate shifts
         +200                   (1.3)
         -100                    0.1



These simulations assume that there is no growth in interest-earning assets or interest-bearing liabilities over the next 12 months. The changes to net interest income shown above are in compliance with the Company's policy guidelines.





Economic Value of Equity Analysis. The Company also analyzes the sensitivity of
the Bank's financial condition to changes in interest rates through our economic
value of equity model. This analysis measures the difference between estimated
changes in the present value of the Bank's assets and estimated changes in the
present value of the Bank's liabilities assuming various changes in current
interest rates.



The Bank's economic value of equity analysis as of September 30, 2020 estimated that, in the event of an instantaneous 200 basis point increase in interest rates, the Bank would experience a 11.6% decrease in the economic value of equity for the next 12 months, and a 9.3% increase in the economic value of equity for the next 24 months.


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Also as of September 30, 2020, our analysis estimated that, in the event of an
instantaneous 100 basis point decrease in interest rates, the Bank would
experience a 6.8% increase in the economic value of equity over the next 12
months, and a 10.7% increase in the economic value of equity for the next 24
months. The estimates within the economic value of equity calculation are
significantly impacted by management's assumption that the value of non-maturity
deposits do not fall below their stated balance as of September 30, 2020. This
assumption has the impact of increasing the Bank's economic value of equity in
the falling rate scenario as lower market rates increase the value of the loan
and investment portfolios while the value of the non-maturity deposit base
remains static. The Company believes retaining customer relationships is the
most desirable strategy over the long term.



The estimates of changes in the economic value of our equity require us to make
certain assumptions including loan- and mortgage-related investment prepayment
speeds, reinvestment rates, and deposit maturities and decay rates. These
assumptions are inherently uncertain and, as a result, we cannot precisely
predict the impact of changes in interest rates on the economic value of our
equity. Although our economic value of equity analysis provides an indication of
our interest rate risk exposure at a particular point in time, such estimates
are not intended to, and do not, provide a precise forecast of the effect of
changes in market interest rates on the economic value of our equity and will
differ from actual results.

LIQUIDITY AND CAPITAL RESOURCES



Impact of Inflation and Changing Prices. Our Unaudited Consolidated Financial
Statements and related notes have been prepared in accordance with GAAP. GAAP
generally requires the measurement of financial position and operating results
in terms of historical dollars without consideration of changes in the relative
purchasing power of money over time due to inflation. The impact of inflation is
reflected in the increased cost of our operations. Unlike industrial companies,
our assets and liabilities are primarily monetary in nature. As a result,
changes in market interest rates have a greater impact on performance than the
effects of inflation.

Liquidity. Liquidity is defined as the Company's ability to generate adequate
cash to meet its needs for day-to-day operations and material long- and
short-term commitments. Liquidity risk is the risk of potential loss if the
Company were unable to meet its funding requirements at a reasonable cost. The
Company manages its liquidity based on demand and specific events and
uncertainties to meet current and future financial obligations of a short-term
nature. The Company's objective in managing liquidity is to respond to the needs
of depositors and borrowers, as well as increase to earnings enhancement
opportunities in a changing marketplace.

The Company's liquidity position is managed on a daily basis as part of the
daily settlement function and continuously as part of the formal asset liability
management process. The Bank's liquidity is maintained by managing its core
deposits as the primary source, selling investment securities, selling loans in
the secondary market, borrowing from the FHLB of Boston and FRB Boston, and
purchasing wholesale certificates of deposit as its secondary sources. At
September 30, 2020, the Company had access to funds totaling $1.6 billion.

The sources of funds for dividends paid by the Company are dividends received
from the Bank and liquid funds held by the Company. The Company and the Bank are
regulated enterprises and their abilities to pay dividends are subject to
regulatory review and restriction. Certain regulatory and statutory restrictions
exist regarding dividends, loans, and advances from the Bank to the Company.
Generally, the Bank has the ability to pay dividends to the Company subject to
minimum regulatory capital requirements.

Quarterly, the ALCO reviews the Company's liquidity needs and reports any findings (if required) to the Company's Board of Directors.



Capital Adequacy. Total shareholders' equity was $393.1 million at September 30,
2020, as compared to $286.6 million at December 31, 2019, primarily due to the
Wellesley merger, increase in earnings, increases in the value of the Company's
interest rate derivative positions, and increases in unrealized gains of the
available for sale investment portfolio. The ratio of total equity to total
assets amounted to 9.86% at September 30, 2020 and 10.04% at December 31, 2019.
Book value per share at September 30, 2020 and December 31, 2019 amounted to
$56.73 and $53.06, respectively.



The Company and the Bank are subject to various regulatory capital requirements.
As of September 30, 2020, the Company and the Bank exceeded the regulatory
minimum levels to be considered "well-capitalized." See Note 15 to the Unaudited
Consolidated Financial Statements for additional discussion of regulatory
capital requirements.



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Financial Instruments with Off-Balance-Sheet Risk



The Company is party to financial instruments with off-balance-sheet risk in the
normal course of business to meet the financing needs of its customers. These
financial instruments primarily include commitments to originate and sell loans,
standby letters of credit, unused lines of credit, and unadvanced portions of
construction loans. The instruments involve, to varying degrees, elements of
credit and interest rate risk in excess of the amount recognized in the
consolidated balance sheet. The contract or notional amounts of those
instruments reflect the extent of involvement the Company has in these
particular classes of financial instruments.

The Company's exposure to credit loss in the event of non-performance by the
other party to the financial instrument for loan commitments, standby letters of
credit and unadvanced portions of construction loans is represented by the
contractual amount of those instruments. The Company uses the same credit
policies in making commitments and conditional obligations as it does for
on-balance-sheet instruments.

Off-Balance-Sheet Arrangements. Our significant off-balance-sheet arrangements consist of the following:



  • commitments to originate and sell loans,


  • standby and commercial letters of credit,


  • unused lines of credit,


  • unadvanced portions of construction loans,


  • unadvanced portions of other loans,


  • loan related derivatives, and


  • risk participation agreements.

Off-balance-sheet arrangements are more fully discussed within Note 13 - Financial Instruments with Off-Balance-Sheet Risk.

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