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 the Company's Annual Report on Form 10-K for the fiscal year ended December
31, 2021, (the "2021 Annual Report"), filed with the Securities and Exchange
Commission (the "SEC") on March 14, 2022.

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 COVID-19 pandemic and its impact on levels of consumer confidence;

actions that 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;

a prolonged resurgence in the severity of the COVID-19 pandemic due to variants and mutations of the virus;

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 the Company's business and/or competitive position, impose additional
costs on the Company or cause it to change its 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;

the failure of the Company's financial reporting controls and procedures to 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;


inability to realize expected cost savings or to implement integration plans and
other adverse consequences associated with the Company's merger (the "Northmark
Merger") with Northmark Bank ("Northmark").

a failure by the Company to effectively manage the risks the Company faces, including credit, operational and cyber security risks;


                                       32
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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, 2022, the Company had total assets of approximately $5.1 billion.
The Bank operates 22 full-service banking offices in Eastern Massachusetts and
New Hampshire. As a private bank, we focus on four core services that center
around client needs. The Company's core services include Wealth Management,
Commercial Banking, Consumer Lending, and Personal Banking. The Bank's customers
consist primarily of consumers and small- and medium-sized businesses in the
communities and surrounding areas throughout Massachusetts and New Hampshire.
The Company's Wealth Management Group has five offices, two in Massachusetts in
Boston and Wellesley, and three in New Hampshire in Concord, Manchester, and
Portsmouth. As of September 30, 2022, the Company had Assets under Management
and Administration of approximately $3.8 billion. The Wealth Management Group
offers comprehensive investment management, as well as trust administration,
estate settlement, and financial planning services. The Company's wealth
management clients value personal service and depend on the commitment and
expertise of the Company's experienced banking, investment, and fiduciary
professionals.

The Wealth Management Group customizes its investment portfolios to help clients
meet their long-term financial goals. Through development of an appropriate
asset allocation and disciplined security and fund selection, the Bank's
in-house investment team targets long-term capital growth while seeking to
minimize downside risk. The Company's internally developed, research-driven
process is managed by a skilled team of portfolio managers and analysts. The
Company builds portfolios consisting of the best investment ideas, focusing on
individual global equities, fixed income securities, exchange-traded funds, and
mutual funds.

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
originates commercial and industrial ("C&I") loans, commercial real estate
("CRE") loans, construction loans, consumer loans, and residential 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.

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 (release of) credit losses, the impact of
federal and state income taxes, the relative levels of interest rates, and local
and national economic activity.

                                       33
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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 CRE lender. However, in recent years the Company has
diversified commercial operations within the areas of C&I lending to include
Renewable Energy, and Innovation Banking, which works with primarily New
England-based entrepreneurs, and asset-based lending that helps companies
throughout New England and New York grow by borrowing against existing assets.
Through its renewable energy lending efforts, the Company provides financing for
the developers and operators of commercial renewable energy projects.

MERGER WITH NORTHMARK



On October 1, 2022, the Company completed the Northmark Merger, which added
three banking offices in Massachusetts. The Company paid total consideration of
$62.8 million, which consisted of 788,137 shares of Cambridge Bancorp common
stock issued to Northmark shareholders. The transaction included the assumption
of $316.5 million in loans and the acquisition of $373.0 million in deposits,
excluding fair value adjustments.

Critical Accounting estimates



Estimates and assumptions are necessary in the application of certain accounting
policies and can be susceptible to significant change. Critical accounting
estimates are defined as those that involve a significant level of estimation
uncertainty and have had, or could have a material impact on the Company's
financial condition of results of operation. The Company considers the allowance
for credit losses and income taxes to be its critical accounting estimates.


See "Management's Discussion and Analysis-Critical Accounting Estimates" in the Company's 2021 Annual Report, for a detailed discussion of the Company's critical accounting estimates.

Recent Accounting Developments



See Note 4 - Recently Issued Accounting Guidance to the Unaudited Consolidated
Financial Statements for details of recently issued accounting pronouncements
and their expected impact on the Company's consolidated financial statements.


COVID-19

In December 2019, a novel strain of coronavirus ("COVID-19") was reported in
Wuhan, China. The World Health Organization has declared the outbreak to
constitute a "Public Health Emergency of International Concern." The COVID-19
pandemic and countermeasures taken to contain its spread have caused economic
and financial disruptions globally.

The impact of the pandemic on the Company's business, financial condition,
results of operations, and its customers had not fully manifested in 2020 or
2021. The fiscal stimulus and relief programs appear to have delayed any
materially adverse financial impact to the Company. Once these stimulus programs
have been exhausted, loan credit metrics may worsen, and credit losses may
ultimately materialize. The magnitude of future credit losses may be affected by
the impact of COVID-19 on individuals and businesses in the long and short term.
However, the COVID-19 situation remains dynamic, and the duration and severity
of its impact on the Company's business and results of operations in future
periods remains uncertain. The extent of the continued impact of COVID-19 on the
operational and financial performance will depend on certain developments,
including the duration and spread of the outbreak, actions taken in response to
the pandemic, the speed and effectiveness of vaccine and treatment developments
and their deployment, including public adoption rates of COVID-19 vaccines and
booster shots, and their effectiveness against emerging variants of COVID-19,
such as BA.4 and BA.5 subvariants, a potential resurgence following a decline in
the outbreak, and impact on the Company's customers, employees, and vendors, all
of which are uncertain and cannot be predicted.

If the COVID-19 pandemic or its adverse effects become more severe or prevalent
or are prolonged in the locations where the Company conducts business, or the
Company experiences more pronounced disruptions in its business or operations,
or in economic activity and demand for its products and services generally, the
Company's business and results of operations in future periods could be
materially adversely affected.

                                       34
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Results of Operations

Results of Operations for the three months ended September 30, 2022 and September 30, 2021



General. Net income increased by $1.3 million, or 9.7%, to $14.6 million for the
quarter ended September 30, 2022, as compared to net income of $13.3 million for
the quarter ended September 30, 2021. The increase was primarily due to higher
net interest and dividend income before the provision of credit losses of $3.9
million, partially offset by an increase in noninterest expense of $817,000, an
increase in income tax expense of $545,000, an increase in the provision for
credit losses of $526,000, and a decrease in noninterest income of $672,000.
Diluted earnings per share were $2.07 for the quarter ended September 30, 2022,
as compared to a diluted earnings per share of $1.89 for the quarter ended
September 30, 2021.


Net Interest and Dividend Income. Net interest and dividend income before the
provision for credit losses for the quarter ended September 30, 2022 increased
by $3.9 million, or 11.9%, to $36.3 million, as compared to $32.4 million for
the quarter ended September 30, 2021, primarily due to an increase in average
interest earning assets and higher asset yields, partially offset by lower
Paycheck Protection Program ("PPP") fee income recognized on PPP loans forgiven
by the Small Business Administration ("SBA"), lower loan accretion associated
with merger accounting and higher costs of interest bearing liabilities.


Interest on loans increased by $4.0 million, or 13.1%, for the quarter ended
September 30, 2022, as compared to the quarter ended September 30, 2021,
primarily due to higher average loan balances and higher yields, partially
offset by lower PPP loan related income and lower loan accretion associated with
merger accounting.


Interest on investment securities increased by $2.5 million, or 79.7%, for the
quarter ended September 30, 2022, as compared to the quarter ended September 30,
2021, primarily due to growth in the investment portfolio.

Interest on deposits increased by $1.8 million, or 162.1%, for the quarter ended September 30, 2022, as compared to the quarter ended September 30, 2021, primarily due to average deposit growth combined with higher costs of deposits.


Interest on borrowed funds increased by $1.0 million, or 681.0%, for the quarter
ended September 30, 2022, as compared to the quarter ended September 30, 2021,
primarily due to higher average borrowings.



Total average interest-earning assets increased by $714.2 million, or 17.1%, to
$4.89 billion during the quarter ended September 30, 2022, from $4.18 billion
for the quarter ended September 30, 2021, primarily due to growth in both the
loan and investment securities portfolios. The Company's net interest margin, on
a fully taxable equivalent basis, decreased by 15 basis points to 2.95% for the
quarter ended September 30, 2022, as compared to 3.10% for the quarter ended
September 30, 2021, primarily due to lower PPP fee income, lower fair value
accretion, combined with higher average interest bearing deposits, and higher
average borrowings.

Interest and Dividend Income. Total interest and dividend income increased by
$6.6 million, or 19.7%, to $40.3 million for the quarter ended September 30,
2022, as compared to $33.7 million for the quarter ended September 30, 2021,
primarily due to growth in both the loan and investment securities portfolios
and higher asset yields, partially offset by lower PPP fee income and lower loan
accretion associated with merger accounting.

Interest Expense. Interest expense increased by $2.8 million, or 223.9%, to $4.0
million for the quarter ended September 30, 2022, as compared to $1.2 million
for the quarter ended September 30, 2021, primarily driven by deposit growth,
higher costs of deposits, combined with higher average borrowings.

Average interest-bearing liabilities increased by $473.1 million to $3.12
billion during the quarter ended September 30, 2022, from $2.65 billion for the
quarter ended September 30, 2021. The increase in interest-bearing liabilities
was primarily driven by an increase in average money market accounts of $390.0
million and an increase in average checking account balances of $16.0 million,
partially offset by a decrease in average certificates of deposit balances of
$44.3 million, and a decrease in the average savings account balances of $62.1
million. The average cost of deposits increased to 0.26% for the quarter ended
September 30, 2022, from 0.11% for the quarter ended September 30, 2021. Total
average borrowings increased by $173.5 million to $190.5 million during the
quarter ended September 30, 2022 from $17.0 million for the quarter ended
September 30, 2021.


Provision for (Release of) Credit Losses. The Company recorded a provision for
credit losses of $612,000 for the quarter ended September 30, 2022, as compared
to a provision for credit losses of $86,000 for the quarter ended September 30,
2021 primarily due to loan growth. The Company's asset quality remains strong.
The Company recorded net loan recoveries of $10,000 and $76,000 for the quarters
ended September 30, 2022 and September 30, 2021, respectively.


Noninterest Income. Total noninterest income decreased by $672,000, or 6.0%, to
$10.4 million for the quarter ended September 30, 2022, as compared to $11.1
million for the quarter ended September 30, 2021, primarily as a result of lower
Wealth management revenue

                                       35
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and loan related derivative income, partially offset by higher deposit account
fees and higher other income. Noninterest income was 22.4% of total revenues for
the quarter ended September 30, 2022.


Wealth management revenue decreased by $1.0 million, or 10.8%, to $8.2 million
for the quarter ended September 30, 2022, as compared to $9.2 million for the
quarter ended September 30, 2021. Wealth Management Assets under Management and
Administration were $3.84 billion as of September 30, 2022, a decrease of $669.1
million, or 14.8%, from $4.51 billion at September 30, 2021, primarily due to
declines in the equity and bond markets and net outflows.
•
Loan-related derivative income decreased by $177,000, or 45.4%, to $213,000 for
the quarter ended September 30, 2022, as compared to $390,000 for the quarter
ended September 30, 2021, as a result of lower loan swap volume combined with
fair value adjustment.
•
Deposit account fees increased by $379,000, or 82.0%, to $841,000 for the
quarter ended September 30, 2022, as compared to $462,000 for the quarter ended
September 30, 2021, primarily due to fee revenue from commercial deposit sweep
products resulting from higher interest rates.
•
Other income increased by $218,000, or 58.1%, to $593,000 for the quarter ended
September 30, 2022, as compared to $375,000 for the quarter ended September 30,
2021, primarily due to success fees associated with Innovation Banking loans.

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

                                                                     Three Months Ended
                                                        September 30, 2022       September 30, 2021
                                                                   (dollars in thousands)
Wealth management revenues:
Trust and investment advisory fees                      $             7,716      $             8,719
Financial planning fees and other service fees                          523                      519
Total wealth management revenues                        $             8,239      $             9,238




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

                                                               Three Months Ended
                                                         September 30,     September 30,
                                                             2022              2021
                                                             (dollars in thousands)
Wealth Management Assets under Management
Balance at the beginning of the period                   $   3,844,993     $   4,282,204
Gross client asset inflows                                     155,061           117,204
Gross client asset outflows                                   (189,622 )         (88,670 )
Net market impact                                             (147,398 )          13,662
Balance at the end of the period                         $   3,663,034     $   4,324,400
Weighted average management fee                                   0.78 %            0.79 %




There were no significant changes to the wealth management average fee rates and
fee structure for the three months ended September 30, 2022 and September 30,
2021.


Noninterest Expense. Total noninterest expense increased by $817,000, or 3.2%,
to $26.3 million for the quarter ended September 30, 2022, as compared to $25.5
million for the quarter ended September 30, 2021, primarily driven by increases
in salaries and employee benefits expense, data processing, occupancy and
equipment, and FDIC insurance, partially offset by decreases in professional
services and non-operating expenses.


Salaries and employee benefits expense increased by $937,000, or 5.7%, primarily
due to staffing additions to support business initiatives, normal merit
increases, and increases in employee benefit costs.
•
Data processing expense increased by $540,000, or 26.3%, primarily as a result
of higher data processing fees associated with the Company's wealth management
systems.
•
Occupancy and equipment expense increased by $208,000, or 6.3%, primarily due to
higher rent and maintenance costs.
•
FDIC insurance expense increased by $148,000, or 48.5%, primarily due to balance
sheet growth.
•
Non-operating expenses decreased by $637,000, or 80.9%, primarily due to branch
closure and relocation expenses incurred during the third quarter of 2021, while
no such expenses were incurred during the quarter ended September 30, 2022.
•
Professional services decreased by $719,000, or 49.0%, primarily due to lower
consulting fees and lower temporary help expenses.

                                       36
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Income Tax Expense. The Company recorded a provision for income taxes of $5.2
million for the quarter ended September 30, 2022, as compared to $4.6 million
for the quarter ended September 30, 2021. The Company's effective tax rate was
26.1% for the quarter ended September 30, 2022, as compared to 25.7% for the
quarter ended September 30, 2021.


Results of Operations for the nine months ended September 30, 2022 and September 30, 2021



General. Net income increased by $828,000, or 2.0%, to $41.6 million for the
nine months ended September 30, 2022, as compared to net income of $40.8 million
for the nine months ended September 30, 2021, primarily due to an increase in
net interest and dividend income before the provision for (release of) credit
losses of $6.1 million, partially offset by an increase in the provision for
credit losses of $1.2 million and an increase in noninterest expense of $3.5
million. Diluted earnings per share were $5.90 for the nine months ended
September 30, 2022, as compared to a diluted earnings per share of $5.80 for the
nine months ended September 30, 2021.


Net Interest and Dividend Income. Net interest and dividend income, before the
provision for (release of) credit losses for the nine months ended September 30,
2022 increased by $6.1 million, or 6.4%, to $102.3 million, as compared to $96.2
million for the nine months ended September 30, 2021. This increase was
primarily due to an increase in average earning assets and higher asset yields,
partially offset by lower PPP loan income, lower loan accretion associated with
merger accounting, combined with higher interest expense on deposits and
borrowed funds.


Interest on loans increased by $1.9 million, or 2.1%, for the nine months ended
September 30, 2022, as compared to the nine months ended September 30, 2021,
primarily due to higher average loan balances and higher yields, partially
offset by lower PPP loan related income, and lower loan accretion associated
with merger accounting.

Interest on investment securities increased by $8.3 million, or 103.0%, for the nine months ended September 30, 2022, as compared to the nine months ended September 30, 2021, primarily due to growth in the investment portfolio.


Interest on deposits increased by $3.2 million, or 95.6%, for the nine months
ended September 30, 2022, as compared to the nine months ended September 30,
2021, primarily due to average deposit growth and higher costs of deposits.


Interest on borrowed funds increased by $1.1 million, or 258.6%, for the nine
months ended September 30, 2022 as compared to the nine months ended September
30, 2021, primarily due to higher average borrowings.


Total average interest-earning assets increased by $809.7 million, or 20.2%, to
$4.82 billion during the nine months ended September 30, 2022, from $4.01
billion for the nine months ended September 30, 2021, primarily due to growth in
both the loan and investment securities portfolios. The Company's net interest
margin, on a fully taxable equivalent basis, decreased by 38 basis points to
2.85% for the nine months ended September 30, 2022, as compared to 3.23% for the
nine months ended September 30, 2021.

Interest and Dividend Income. Total interest and dividend income increased by
$10.4 million, or 10.4%, to $110.4 million for the nine months ended September
30, 2022, as compared to $100.0 million for the nine months ended September 30,
2021, primarily due to growth in both the loan and investment portfolios,
partially offset by lower PPP fee-related income, and lower loan accretion
associated with merger accounting.

Interest Expense. Interest expense increased by $4.3 million, or 114.0%, to $8.1
million during the nine months ended September 30, 2022, as compared to $3.8
million during the nine months ended September 30, 2021, primarily driven by
deposit growth, higher costs of deposits, combined with higher average
borrowings.

Average interest-bearing liabilities increased by $502.4 million, or 19.6%, to
$3.06 billion during the nine months ended September 30, 2022, from $2.56
billion for the nine months ended September 30, 2021. The increase in
interest-bearing liabilities was primarily driven by an increase in average
money market accounts of $495.2 million, and an increase in average checking
account balances of $72.8 million, partially offset by a decrease in average
certificate of deposit balances of $76.2 million and average savings account
balances of $58.7 million. The average cost of deposits increased to 0.20% for
the nine months ended September 30, 2022, from 0.12% for the nine months ended
September 30, 2021. Total average borrowings increased by $69.4 million to $88.5
million for the nine months ended September 30, 2022 from $19.1 million nine
months ended September 30, 2021.



Provision for (Release of) Credit Losses. The Company recorded a provision for
credit losses of $200,000 for the nine months ended September 30, 2022, as
compared to a release of credit losses of $1.0 million for the nine months ended
September 30, 2021, primarily due to loan growth and the changing economic
environment and its effect on the Company's allowance for credit losses. The
Company's credit quality remains strong. The Company recorded net recoveries of
$37,000 for the nine months ended September 30, 2022, as compared to net
recoveries of $142,000 for the nine months ended September 30, 2021.

                                       37
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Noninterest Income. Total noninterest income remained relatively unchanged and
totaled $32.9 million for both the nine months ended September 30, 2022 and
2021. This was primarily the result of higher bank-owned life insurance ("BOLI")
income, higher other income, and higher deposit account fees, partially offset
by lower loan related derivative income, lower wealth management revenue, and
lower gains on loans sold. Noninterest income was 24.4% of total revenue for the
nine months ended September 30, 2022.



BOLI income increased by $1.1 million, or 177.2%, to $1.7 million for the nine
months ended September 30, 2022, as compared to $604,000 for the nine months
ended September 30, 2021, primarily due to a $1.2 million income increase
related to a death benefit claim and policy surrender.
•
Other income increased by $1.1 million, or 86.0%, to $2.4 million for the nine
months ended September 30, 2022, as compared to $1.3 million for the nine months
ended September 30, 2021, primarily due to equity warrant revenue and success
fees associated with Innovation Banking loans in addition to gains recognized on
a community development fund investment.
•
Deposit account fees increased by $659,000, or 46.4%, to $2.1 million for the
nine months ended September 30, 2022, as compared to $1.4 million for the nine
months ended September 30, 2021, primarily due to fee revenue from commercial
deposit sweep products resulting from higher interest rates.
•
Loan related derivative income decreased by $1.1 million, or 66.0% to $554,000
for the nine months ended September 30, 2022, as compared to $1.6 million for
the nine months ended September 30, 2021, primarily as a result of lower
floating rate loan volume.
•
Wealth management revenue decreased by $1.1 million, or 4.1%, to $24.9 million
for the nine months ended September 30, 2022, as compared to $26.0 million for
the nine months ended September 30, 2021, primarily due to decline in the equity
and bond markets and net client outflows.
•
Gain on loans sold decreased by $681,000, or 87.4%, to $98,000 for the nine
months ended September 30, 2022, as compared to $779,000 for the nine months
ended September 30, 2021, due to lower refinance activity and the corresponding
lower sale of residential mortgages.



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

                                                                   Nine Months Ended
                                                                                 September 30,
                                                         September 30, 2022           2021
                                                                (dollars in thousands)
Wealth management revenues:
Trust and investment advisory fees                      $             24,209     $       25,170
Financial planning fees and other service fees                           726                842
Total wealth management revenues                        $             24,935     $       26,012




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

                                                               Nine Months Ended
                                                        September 30,     September 30,
                                                            2022              2021
                                                            (dollars in thousands)
Wealth Management Assets under Management
Balance at the beginning of the period                  $   4,656,183     $   3,994,152
Gross client asset inflows                                    571,787           355,297
Gross client asset outflows                                  (772,460 )        (322,761 )
Net market impact                                            (792,476 )         297,712
Balance at the end of the period                        $   3,663,034     $ 

4,324,400


Weighted average management fee                                  0.78 %            0.80 %



There were no significant changes to the average fee rates and fee structure for the nine months ended September 30, 2022 and September 30, 2021.





Noninterest Expense. Total noninterest expense increased by $3.5 million, or
4.7%, to $78.5 million for the nine months ended September 30, 2022, as compared
to $75.0 million for the nine months ended September 30, 2021, primarily driven
by increases in salaries and employee benefits expense, data processing, and
FDIC insurance, partially offset by decreases in professional services and
marketing expenses.
•
Salaries and employee benefits expense increased by $2.9 million, or 5.9%, to
$51.8 million, primarily due to staffing additions to support business
initiatives, normal merit increases, and increases in employee benefit costs.

                                       38
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Data processing increased by $1.6 million, or 25.1%, to $7.8 million, primarily
as a result of higher data processing fees associated with the Company's wealth
management systems.
•
FDIC insurance increased by $478,000, or 53.0%, to $1.4 million, primarily due
to balance sheet growth.
•
Professional services decreased by $1.2 million, or 28.6%, to $2.9 million,
primarily due to lower consulting fees, lower temporary help expenses, and lower
recruiting expense.
•
Marketing expense decreased by $851,000, or 42.0%, to $1.2 million, primarily
due to the timing of marketing spend.


Income Tax Expense. The Company recorded a provision for income taxes of $15.0
million for the nine months ended September 30, 2022, as compared to $14.3
million for the nine months ended September 30, 2021. The effective tax rate was
26.5% for the nine months ended September 30, 2022, as compared to 26.0% for the
nine months ended September 30, 2021, primarily due to the tax effects of a BOLI
policy surrender and death benefit claim during the second quarter of 2022.


changes in Financial Condition

Total Assets. Total assets increased by $251.8 million, or 5.1%, from $4.89 billion at December 31, 2021, to $5.14 billion at September 30, 2022.

Cash and Cash Equivalents. Cash and cash equivalents decreased by $148.6 million, or 82.5%, from $180.2 million at December 31, 2021 to $31.5 million at September 30, 2022.

Investment Securities. The Company's total investment securities portfolio increased by $57.3 million, or 4.9%, from $1.17 billion at December 31, 2021 to $1.23 billion at September 30, 2022.

Loans. Total loans increased by $309.5 million, or 9.3%, from $3.32 billion at December 31, 2021 to $3.63 billion at September 30, 2022.


Residential real estate loans increased by $101.0 million, or 7.1%, from $1.42
billion at December 31, 2021 to $1.52 billion at September 30, 2022.
•
Commercial real estate loans increased by $170.1 million, or 11.3%, from $1.51
billion at December 31, 2021 to $1.68 billion at September 30, 2022.
•
Commercial and industrial loans increased by $26.4 million, or 10.7%, from
$269.4 million at December 31, 2021 to $295.9 million at September 30, 2022.


Bank-Owned Life Insurance (BOLI). The Company invests in BOLI to help offset the
costs of its employee benefit plan obligations. BOLI also generally provides
noninterest income that is nontaxable. At September 30, 2022, the Company's
investment in BOLI was $33.8 million, representing a decrease of $13.2 million
from $47.0 million at December 31, 2021, primarily due to the surrender of a
policy and a death benefit claim during the second quarter of 2022.


Deposits. Total deposits decreased by $49.7 million, or 1.1%, to $4.28 billion at September 30, 2022 from $4.33 billion at December 31, 2021.


Core deposits, which the Company defines as all deposits other than certificates
of deposit, decreased by $105.6 million, or 2.5%, to $4.06 billion at September
30, 2022, from $4.17 billion at December 31, 2021. Core deposits decreased
during the third quarter of 2022 by $74.8 million, or 1.8%, as clients used
funds for investment opportunities combined with fluctuations in liquidity.
•
Certificates of deposit totaled $217.9 million at September 30, 2022, an
increase of $55.9 million from $162.1 million at December 31, 2021.
•
Total brokered certificates of deposit, which are included within certificates
of deposit, were $100.7 million and $2.7 million at September 30, 2022 and
December 31, 2021, respectively.
•
The cost of total deposits for the nine months ended September 30, 2022, was
0.20%, as compared to 0.12% for the nine months ended September 30, 2021, an
increase of eight basis points. The cost of total deposits excluding brokered
certificates of deposit was 0.19% for the nine months ended September 30, 2022
and 0.12% for the nine months ended September 30, 2021, an increase of seven
basis points. At September 30, 2022, the spot cost of deposits was 0.34% (0.28%
excluding brokered certificate of deposits).

Borrowings. At September 30, 2022 and December 31, 2021, borrowings consisted
solely of advances from the Federal Home Loan Bank of Boston ("FHLB of Boston").
Total borrowings increased to $294.5 million at September 30, 2022, from $16.5
million at December 31, 2021, due to fluctuations in liquidity.

                                       39
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Shareholders' Equity. Total shareholders' equity increased by $8.5 million, or
1.9%, to $446.3 million at September 30, 2022, from $437.8 million at December
31, 2021. The Company's equity increased primarily due to net income of $41.6
million, partially offset by an increase in net unrealized losses on the
available for sale investment portfolio of $18.8 million and dividend payments
of $13.4 million.

The Company's ratio of tangible common equity to tangible assets decreased by 22
basis points to 7.70% at September 30, 2022, from
7.92% at December 31, 2021, primarily due to asset growth combined with
increases in unrealized losses within the Company's available for sale
investment securities portfolio during the nine months ended September 30, 2022.
Tangible book value per share increased by $0.94, or 1.7%, to $55.95 at
September 30, 2022, as compared to $55.01 at December 31, 2021.


Generally Accepted Accounting Principles in the United States ("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
Operating Net Income /
Operating Diluted Earnings Per     September 30,       June 30,        September 30,       September 30,       September 30,
Share
                                       2022              2022              2021                2022                2021
                                                           (dollars in

thousands, except share data)

Net Income (a GAAP measure) $ 14,616 $ 13,658 $

    13,319     $        41,590     $        40,762
Add: Merger expenses                          150             246                   -                 396                   -
Add: Branch and office closure
expenses                                        -               -                 787                   -                 787
Less: Tax effect of merger and
branch and office closure
expenses (1)                    `             (38 )           (63 )              (219 )              (101 )              (219 )
Less: Death benefit on bank
owned life insurance ("BOLI")
and policy surrender                            -          (1,157 )                 -              (1,157 )                 -
Add: Tax effect of BOLI policy
surrender (1)                                   -             736                   -                 736                   -
Operating Net Income (a
non-GAAP
  measure)                        $        14,728     $    13,420     $        13,887     $        41,464     $        41,330
Less: Dividends and
Undistributed Earnings
  Allocated to Participating
Securities (a non-GAAP measure)               (74 )           (42 )               (65 )              (206 )              (186 )
Operating Net Income Applicable
to Common
  Shareholders (a non-GAAP
measure)                          $        14,654     $    13,378     $     

13,822 $ 41,258 $ 41,144 Weighted Average Diluted Shares 7,018,832 7,026,807 6,999,773

           7,010,197           6,991,175
Operating Diluted Earnings Per
Share
  (a non-GAAP measure)            $          2.09     $      1.90     $          1.97     $          5.89     $          5.89




(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.


                                       40
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The following tables summarize the calculation of the Company's tangible common equity ratio and tangible book value per share for the periods indicated:



                                     September                           December 31,      September
                                      30, 2022        June 30, 2022          2021           30, 2021
                                                          (dollars in thousands)
Tangible Common Equity:
Shareholders' equity (GAAP)         $    446,290     $       442,051     $    437,837     $    427,577
Less: Goodwill and acquisition
related intangibles (GAAP)               (54,258 )           (54,348 )        (54,529 )        (54,619 )
Tangible Common Equity (a
non-GAAP measure)                   $    392,032     $       387,703     $    383,308     $    372,958
Total assets (GAAP)                 $  5,143,359     $     5,057,935     $  4,891,544     $  4,483,567
Less: Goodwill and acquisition
related intangibles (GAAP)               (54,258 )           (54,348 )        (54,529 )        (54,619 )
Tangible assets (a non-GAAP
measure)                            $  5,089,101     $     5,003,587     $  4,837,015     $  4,428,948
Tangible Common Equity Ratio (a
non-GAAP
  measure)                                  7.70 %              7.75 %           7.92 %           8.42 %

Tangible Book Value Per Share:
Tangible Common Equity (a
non-GAAP measure)                   $    392,032     $       387,703     $    383,308     $    372,958
Common shares outstanding              7,007,113           7,007,063        6,968,192        6,965,871
Tangible Book Value Per Share (a
non-GAAP measure)                   $      55.95     $         55.33     $      55.01     $      53.54


Investment Securities

The Company's securities portfolio consists of securities available for sale
("AFS") and securities held to maturity ("HTM"). 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. Government Sponsored Enterprises ("GSE") obligations, U.S. GSE mortgage-backed securities and corporate debt securities. These securities are carried at fair value, and unrealized gains and losses, net of applicable income taxes, are recognized as a separate component of shareholders' equity.

The fair value of securities available for sale totaled $158.3 million and included gross unrealized gains of $10,000 and gross unrealized losses of $28.6 million at September 30, 2022. At December 31, 2021, the fair value of securities available for sale totaled $197.8 million and included gross unrealized gains of $1.2 million and gross unrealized losses of $4.7 million.



Securities classified as held to maturity consist of certain U.S. GSE
mortgage-backed securities, corporate debt securities, and state, county, and
municipal securities. Securities held to maturity as of September 30, 2022 are
carried at their amortized cost of $1.07 billion. At December 31, 2021, the
amortized cost of securities held to maturity totaled $977.1 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,
                                                2022                          2021
                                        Amount         Percent        Amount         Percent
                                                      (dollars in thousands)
Available for sale securities
U.S. GSE obligations                  $    19,655            12 %   $    23,011            12 %
Mortgage-backed securities                137,646            87 %       173,028            87 %
Corporate debt securities                   1,000             1 %         1,764             1 %
Total securities available for sale   $   158,301           100 %   $   197,803           100 %
Held to maturity securities
Mortgage-backed securities            $   976,664            91 %   $   864,983            88 %
Corporate debt securities                     250             - %         6,997             1 %
Municipal securities                       96,990             9 %       105,081            11 %
Total securities held to maturity     $ 1,073,904           100 %   $   977,061           100 %
Total                                 $ 1,232,205                   $ 1,174,864




                                       41

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The following table sets forth the composition and maturities of 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.

                                                                                                       September 30, 2022
                                                                   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                              Average
                      Amortized Cost       Yield (1)       Amortized Cost        Yield (1)       Amortized Cost       Yield (1)       Amortized Cost       Yield (1)       Amortized Cost       Yield (1)
                                                                                                     (dollars in thousands)
Available for sale
  securities
U.S. GSE
  obligations        $              -               -     $          9,997              0.5 %   $          5,000             2.3 %   $          8,000             2.6 %   $         22,997              1.6 %
Mortgage-backed
  securities                        -               -                8,881              2.0 %             44,378             1.5 %            109,690             1.5 %            162,949              1.5 %
Corporate debt
  securities                      992             5.1 %                  -                -                    -               -                    -               -                  992              5.1 %
Total available
  for sale
  securities         $            992             5.1 %   $         18,878              1.2 %   $         49,378             1.6 %   $        117,690             1.5 %   $        186,938              1.5 %

Held to maturity
  securities
Mortgage-backed
  securities         $              -               -     $         22,061              2.5 %   $         46,110             1.9 %   $        908,493             1.8 %   $        976,664              1.8 %
Corporate debt
  securities                        -               -                  250              2.0 %                  -               -                    -               -                  250              2.0 %
Municipal
  securities                    6,048             3.9 %             18,103              3.5 %             28,490             3.3 %             44,349             2.7 %             96,990              3.1 %
Total held to
  maturity
  securities         $          6,048             3.9 %   $         40,414              2.9 %   $         74,600             2.4 %   $        952,842             1.8 %   $      1,073,904              1.9 %
Total                $          7,040             4.1 %   $         59,292              2.4 %   $        123,978             2.1 %   $      1,070,532             1.8 %   $      1,260,842              1.9 %

(1) Weighted Average Yield is shown on a fully taxable equivalent basis using a federal tax rate of 21%.



The Company did not record an allowance for credit losses on its investment
securities as of September 30, 2022 or December 31, 2021. The Company regularly
reviews debt securities for expected credit loss using both qualitative and
quantitative criteria, as necessary based on the composition of the portfolio at
period end.

                                       42
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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, C&I loans, CRE loans, 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 is
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 that may
fluctuate in value, so the liquidation of collateral in the event of default is
often an insufficient source of repayment. For renewable energy loans, cash flow
is generally dependent on energy output and is generated from the contracted
sale of energy credits or wholesale energy sales as well as state mandated
incentive programs. For PPP loans, the SBA generally guarantees 100% of the PPP
loans made to eligible borrowers. The entire principal amount of the borrower's
PPP loan, including any accrued interest, is eligible to be reduced by the loan
forgiveness amount subject to program requirements. 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 sets forth the composition of the loan portfolio at the
dates indicated:

                                          September 30, 2022            December 31, 2021
                                                           % of                        % of
                                           Amount         Total         Amount        Total
                                                      (dollars in thousands)
Residential mortgage
Mortgages - fixed rate                 $      788,741         22 %   $    716,456         22 %
Mortgages - adjustable rate                   692,985         19 %        679,675         21 %
Construction                                   27,234          1 %         13,012          0 %
Deferred costs, net of unearned fees            7,069          0 %          5,936          0 %
Total residential mortgages                 1,516,029         42 %      1,415,079         43 %
Commercial mortgage
Mortgages - non-owner occupied              1,439,020         40 %      1,272,135         38 %
Mortgages - owner occupied                    151,937          4 %        150,632          4 %
Construction                                   87,743          2 %         86,246          3 %
Deferred costs, net of unearned fees            2,353          0 %          1,989          0 %
Total commercial mortgages                  1,681,053         46 %      1,511,002         45 %
Home equity
Home equity - lines of credit                  92,288          3 %         85,639          3 %
Home equity - term loans                        2,114          0 %          2,017          0 %
Deferred costs, net of unearned fees              295          0 %            304          0 %
Total home equity                              94,697          3 %         87,960          3 %
Commercial and industrial
Commercial and industrial                     294,173          8 %        247,024          7 %
PPP loans                                       1,541          0 %         22,856          1 %
Unearned fees, net of deferred costs              179          0 %           (434 )        0 %
Total commercial and industrial               295,893          8 %        269,446          8 %
Consumer
Secured                                        40,085          1 %         34,308          1 %
Unsecured                                         831          0 %          1,303          0 %
Deferred costs, net of unearned fees               20          0 %              8          0 %
Total consumer                                 40,936          1 %         35,619          1 %
Total loans                            $    3,628,608        100 %   $  3,319,106        100 %



Residential Mortgage. Residential real estate loans held in portfolio were $1.52 billion at September 30, 2022, an increase of $101.0 million, or 7.1%, from $1.42 billion at December 31, 2021, and consisted of one-to-four family residential mortgage loans or loans for


                                       43
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the construction thereof. The residential mortgage portfolio represented 42% and 43% of total loans at September 30, 2022 and December 31, 2021, respectively.

The average loan balance outstanding in the residential portfolio was $524,000 and the largest individual residential mortgage loan outstanding was $5.5 million as of September 30, 2022. At September 30, 2022, this loan was performing in accordance with its original terms.



The Bank offers fixed and adjustable-rate residential mortgage and construction
loans with maturities up to 30 years. One-to-four family residential mortgage
loans are generally underwritten according to Federal National Mortgage
Association ("Fannie Mae") or Federal Home Loan Mortgage Corporation ("Freddie
Mac") guidelines and refer to loans that conform to such guidelines as
"conforming loans." The Bank generally originates and purchases 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
$647,200 in 2022 from $548,250 in 2021, for one-unit properties. In addition,
the Bank also offers loans above conforming lending limits typically referred to
as "jumbo" loans and interest only 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 its 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, residential construction loans are based on complete value per plans
and specifications, with loan proceeds used to construct the house for single
family primary residence. 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 does it 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. The Company does 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.

Indemnification. In general, the Company does not sell loans with recourse,
except to the extent that it arises from standard loan-sale contract provisions.
These provisions cover violations of representations and warranties and, under
certain circumstances, first payment default by borrowers. These
indemnifications may include the repurchase of loans by the Company and are
considered customary provisions in the secondary market for conforming mortgage
loan sales. Repurchases and losses have been rare, and no provision is made for
losses at the time of sale. There were no such repurchases for the three and
nine months ended September 30, 2022.

The Company was servicing mortgage loans sold to others without recourse of approximately $157.0 million at September 30, 2022 and $170.8 million at December 31, 2021.



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


                                                            Nine Months Ended September 30,
                                                              2022                   2021
                                                                (dollars in thousands)
Originations for retention in portfolio                 $        351,890       $        436,316
Originations for sale to the secondary market                      4,515                 33,627
Total                                                   $        356,405       $        469,943




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



                                               Nine Months Ended September 30,
                                               2022                     2021
                                                   (dollars in thousands)

Loans sold with servicing rights retained $ 5,834 $

23,204


Loans sold with servicing rights released               -                     2,466
Total                                     $         5,834         $          25,670




Loans sold with the retention of servicing typically result in the
capitalization of servicing rights. Loan servicing rights are included in other
assets and subsequently amortized as an offset to other income over the
estimated period of servicing. The net balance of capitalized servicing rights
totaled $964,000 and $1.1 million at September 30, 2022 and December 31, 2021,
respectively.

Commercial Mortgage ("CRE"). CRE loans were $1.68 billion as of September 30,
2022, an increase of $170.1 million, or 11.3%, from $1.51 billion at December
31, 2021. The CRE loan portfolio represented 46% and 45% of total loans at
September 30, 2022 and December 31, 2021, respectively. The average loan balance
outstanding in this portfolio was $2.2 million, and the largest individual CRE
loan outstanding was $29.2 million as of September 30, 2022. At September 30,
2022, this commercial mortgage was performing in accordance with its original
terms.

CRE loans are secured by a variety of property types, inclusive of multi-family
dwellings, retail facilities, office buildings, commercial mixed use, lodging,
industrial and warehouse properties, and other specialized properties.

Generally, CRE loans are for terms of up to 10 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, commercial construction loans are speculative in nature, with loan
proceeds used to acquire and develop real estate property for sale or rental.
Loans are typically 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 $94.7 million and $88.0 million
at September 30, 2022 and December 31, 2021, respectively. The home equity
portfolio represented 3% of total loans at September 30, 2022 and December 31,
2021. At September 30, 2022, the largest home equity line of credit was $3.5
million and had an outstanding balance of $2.8 million. At September 30, 2022,
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 properties in the Bank's market area. Home equity
lines of credit are generally underwritten with the same criteria that the
Company uses to underwrite one-to-four family residential mortgage loans.

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. The
15-year lines of credit are interest only during the first 10 years and amortize
on a five-year basis thereafter. The 20-year lines of credit are interest only
during the first 10 years and amortize on a 10-year basis thereafter. The
Company generally originates 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.
The Company also offers home equity term loans, which are extended as second
mortgages on owner-occupied residential properties in its market area. Home
equity term loans are fixed rate second mortgage loans, which generally have a
term between five and 20 years.

                                       45
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Commercial and Industrial ("C&I"). The C&I portfolio totaled $295.9 million and
$269.4 million at September 30, 2022 and December 31, 2021, respectively. The
C&I portfolio represented 8% of total loans at both September 30, 2022 and
December 31, 2021. The average loan balance outstanding in this portfolio was
$685,000, and the largest individual C&I loan outstanding was $18.0 million as
of September 30, 2022. At September 30, 2022, this loan was performing in
accordance with its original terms.

The Company's C&I loan customers represent various small- and middle-market
established businesses involved in professional and financial services,
accommodation and food services, utilities, health care, wholesale trade,
manufacturing, distribution, retailing, and non-profits. Most clients are
privately owned businesses 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, where regional economic
strength or weakness impacts the relative risks in this loan category, in
addition to renewable energy lending which is more specialized in nature. The
Company has expanded its exposure within renewable energy lending but otherwise
there are no significant concentrations in any one business sector, and loan
risks are generally diversified among many borrowers.

At September 30, 2022, commercial renewable energy loans totaled $109.3 million
and the average loan balance outstanding in this portfolio was $2.3 million. The
largest individual loan outstanding was $7.7 million and was performing in
accordance with its original terms at September 30, 2022.

Consumer Loans. The consumer loan portfolio totaled $40.9 million at September
30, 2022 and $35.6 million at December 31, 2021. Consumer loans represented 1%
of the total loan portfolio at both September 30, 2022 and December 31, 2021.
The average loan balance outstanding in this portfolio was $14,000 and the
largest individual consumer loan outstanding was $2.5 million as of September
30, 2022. At September 30, 2022, this loan was performing in accordance with its
original terms.

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 Company's portfolio based on their loan type and
contractual terms to maturity at September 30, 2022. The table does not include
any estimate of prepayments, which can significantly shorten the average life of
all loans and may cause the 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, 2022
                                                                        After Five          After
                                       One Year         One to        Years through        Fifteen
                                        or Less       Five Years      Fifteen Years         Years            Total
                                                                   (dollars in thousands)
Residential mortgage                   $   4,885     $      6,444     $      125,668     $  1,379,032     $ 1,516,029
Commercial mortgage                        9,626          342,374          1,231,289           97,764       1,681,053
Home equity                                  167            4,922             72,311           17,297          94,697
Commercial and industrial                 21,155           89,798            156,645           28,295         295,893
Consumer                                  40,851               27                 58                -          40,936
Total                                  $  76,684     $    443,565     $    1,585,971     $  1,522,388     $ 3,628,608




Loan Portfolio by Interest Rate Type. The following table summarizes the dollar
amount of loans in the portfolio based on whether the loan has a fixed,
adjustable, or floating rate of interest at September 30, 2022. 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, 2022
                               Fixed        Adjustable      Floating         Total
                                             (dollars in thousands)
Residential mortgage        $   813,412     $   702,602     $      15     $ 1,516,029
Commercial mortgage             662,025         442,973       576,055       1,681,053
Home equity                       2,301               -        92,396          94,697
Commercial and industrial        45,977          31,318       218,598         295,893
Consumer                            240               -        40,696          40,936
Total                       $ 1,523,955     $ 1,176,893     $ 927,760     $ 3,628,608




                                       46

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Nonperforming Loans and TROUBLED DEBT RESTRUCTURINGS ("TDRs")

The composition of nonperforming loans is as follows:




                                                        September 30,      December 31,
                                                            2022               2021
                                                            (dollars in thousands)
Non-accrual loans                                      $         5,644     $       4,628
Loans past due > 90 days, but still accruing                        13                 -
Troubled debt restructurings                                       726      

758


Total non-performing loans                             $         6,383     $       5,386
Nonperforming loans as a percentage of gross loans                0.18 %            0.16 %
Nonperforming loans as a percentage of total assets               0.12 %            0.11 %



Total non-performing loans increased by $997,000, or 18.5%, at September 30, 2022, as compared to December 31, 2021, primarily due to an increase in residential and home equity 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,
2022 and December 31, 2021, 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 C&I 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 nonaccrual 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.

Pursuant to Section 4013 of the CARES Act, financial institutions could suspend
the requirements under U.S. GAAP related to TDRs for modifications made before
December 31, 2020 to loans that were current as of December 31, 2019. As a
result of the enactment of the Consolidated Appropriations Act, 2021 in January
2021, the suspension of TDR accounting was extended to and expired on January 1,
2022. The requirement that a loan be not more than 30 days past due as of
December 31, 2019 was still applicable. In response to the COVID-19 pandemic and
its economic impact to customers, a short-term modification program that
complied with the CARES Act was implemented to provide temporary payment relief
to those borrowers directly impacted by COVID-19. The deferred payments along
with interest accrued during the deferral period are due and payable on the
maturity date. Under issued guidance, provided that these loans were current as
of either year end or the date of the modification, these loans were not
considered TDR loans at September 30, 2022 and will not be reported as past due
during the deferral period. As of September 30, 2022, the Company had no loans
in deferral.

                                       47
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Allowance for Credit Losses

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




                                                  At and For the Nine     At and For the
                                                     Months Ended           Year Ended
                                                     September 30,         December 31,
                                                         2022                  2021
                                                          (dollars in thousands)
Period-end loans outstanding (net of unearned
fees and deferred costs)                          $         3,628,608     $ 

3,319,106


Average loans outstanding (net of unearned fees
and deferred costs)                               $         3,468,630     $ 

3,240,876


Loans on non-accrual                              $             5,644     $ 

4,628


Allowance for credit losses at end of period      $            34,748     $ 

34,496


Net (charge-offs) recoveries to average loans
outstanding - Total                                              0.00 %              0.00 %
Non-accrual loans to loans outstanding at
period end                                                       0.16 %              0.16 %
Allowance for credit losses to total loans (ex.
PPP loans)                                                       0.96 %              1.05 %
Ratio of allowance for credit losses on loans
to loans on non-accrual                                        615.66 %            745.38 %
Ratio of allowance for credit losses to loans
outstanding                                                      0.96 %              1.04 %



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.

The following table presents the allocation of the allowance for credit losses for loans by loan category:



                                   September 30, 2022                                         December 31, 2021
                    Allowance                              % of Total         Allowance                              % of Total
                      Amount         % of Allowance           Loans             Amount         % of Allowance           Loans
                                                                (dollars in thousands)
Residential
mortgages          $     13,243                   39   %            43   %   $     13,383                   39   %            43   %
Commercial
mortgages                17,229                   50                46             17,133                   49                46
Home equity                 448                    1                 2                406                    1                 2
Commercial and
industrial                3,411                    9                 8              2,989                    9                 8
Consumer                    417                    1                 1                585                    2                 1
Total Allowance    $     34,748                  100   %           100   %   $     34,496                  100   %           100   %


Sources of Funds

General. Deposits traditionally have been the Company's primary source of funds
for its investment and lending activities. The Company also borrows from the
FHLB of Boston or the Federal Reserve Bank of Boston ("FRB of Boston") and
utilizes brokered deposits to supplement cash flow needs, to lengthen the
maturities of liabilities for interest rate risk management purposes, and to
manage its cost of funds. The Company's additional sources of funds are
scheduled payments and prepayments of principal and interest on loans and
investment securities, fee income, and proceeds from the sales of loans and
securities.

Deposits. The Company accepts deposits primarily from customers in the
communities in which its branches and offices are located, as well as from
small- and medium-sized businesses and other customers throughout its lending
area. The Company relies on its competitive pricing and products, convenient
locations, and client service to attract and retain deposits. The Company offers
a variety of deposit accounts with a range of interest rates and terms. 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
the Company's deposit growth goals. The Company may also access the brokered
deposit market for funding.

                                       48
--------------------------------------------------------------------------------


The following table sets forth the Company's deposits for the periods indicated:

                                                 September 30, 2022           December 31, 2021
                                             Amount         Percent         Amount         Percent
                                                            (dollars in thousands)
Demand deposits (non-interest bearing)     $ 1,444,765           33.7 %   $ 1,393,935           32.1 %
Interest-bearing checking                      688,862           16.1 %       763,188           17.6 %
Money market                                 1,070,758           25.0 %     1,104,238           25.5 %
Savings                                        859,102           20.1 %       907,722           21.0 %
Retail certificates of deposit under
$250,000                                        81,254            1.9 %        99,196            2.3 %
Retail certificates of deposit of
$250,000 or greater                             36,018            0.8 %        60,171            1.4 %
Wholesale certificates of deposit              100,663            2.4 %         2,702            0.1 %
Total                                      $ 4,281,422          100.0 %   $ 4,331,152          100.0 %




At September 30, 2022, the Company had a total of $117.3 million in certificates
of deposit, excluding brokered deposits, of which $96.0 million had remaining
maturities of one year or less. As of September 30, 2022 and December 31, 2021,
the Company had a total of $100.7 million and $2.7 million of brokered deposits,
respectively.


Borrowings. Total borrowings were $294.5 million at September 30, 2022, an
increase of $277.9 million, as compared to $16.5 million at December 31, 2021.
The Company's borrowings consisted of advances from the FHLB of Boston. 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.

The Company's remaining borrowing capacity at the FHLB of Boston at September
30, 2022 was approximately $386.0 million. In addition, the Company has a $10.0
million line of credit with the FHLB of Boston.

The Company had no borrowings outstanding with the FRB of Boston at September
30, 2022. The Company's borrowing capacity at the FRB of Boston at September 30,
2022 was approximately $458.2 million.


                                       49
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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.

The following table sets forth the distribution of the Company's daily 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, 2022                                   June 30, 2022                                    September 30, 2021
                         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                $ 3,537,808     $       34,056            3.82 %   $ 3,409,819     $       30,235            3.56 %   $ 3,242,476     $       30,093            3.68 %
Tax-exempt                  48,235                464            3.82          46,771                448            3.84          45,228                448            3.93
Securities available
for
  sale (3)
Taxable                    191,050                677            1.41         198,985                671            1.35         213,542                660            1.23
Securities held to
maturity
Taxable                    994,790              4,424            1.76       1,012,604              4,318            1.71         459,940              1,842            1.59
Tax-exempt                  97,618                760            3.09         101,029                794            3.15         105,672                850            3.19
Cash and cash
equivalents                 25,095                 41            0.65          48,197                 42            0.35         113,511                 28            0.10
Total
interest-earning
  assets (4)             4,894,596             40,422            3.28 %     4,817,405             36,508            3.04 %     4,180,369             33,921            3.22 %
Non-interest-earning
  assets                   237,087                                            232,165                                            252,201
Allowance for credit
losses                     (34,517 )                                          (34,368 )                                          (35,302 )
Total assets           $ 5,097,166                                        $ 5,015,202                                        $ 4,397,268
LIABILITIES AND
  SHAREHOLDERS'
  EQUITY
Interest-bearing
deposits
Checking accounts      $   701,729     $          141            0.08 %   $   743,030     $           50            0.03 %   $   685,731     $           63            0.04 %
Savings accounts           887,404                385            0.17         899,820                181            0.08         949,487                198            0.08
Money market
accounts                 1,184,081              2,003            0.67       1,203,020              1,531            0.51         794,081                613            0.31
Certificates of
deposit                    157,622                317            0.80         129,060                 82            0.25         201,944                212            0.42
Total
interest-bearing
  deposits               2,930,836              2,846            0.39       2,974,930              1,844            0.25       2,631,243              1,086            0.16
Other borrowed funds       190,543              1,148            2.39          56,734                254            1.80          17,005                147            3.43
Total
interest-bearing
  liabilities            3,121,379              3,994            0.51 %     3,031,664              2,098            0.28 %     2,648,248              1,233            0.18 %

Non-interest-bearing


  liabilities
Demand deposits          1,429,649                                          1,452,911                                          1,219,288
Other liabilities          100,651                                             93,966                                            105,846
Total liabilities        4,651,679                                          4,578,541                                          3,973,382
Shareholders' equity       445,487                                            436,661                                            423,886
Total liabilities &

shareholders'


  equity               $ 5,097,166                                        $ 5,015,202                                        $ 4,397,268
Net interest income
on a
  fully taxable
equivalent
  basis                                        36,428                                             34,410                                             32,688
Less taxable
equivalent
  adjustment                                     (256 )                                             (261 )                                             (274 )
Net interest income                    $       36,172                                     $       34,149                                     $       32,414
Net interest spread
(5)                                                              2.77 %                                             2.76 %                                             3.03 %
Net interest margin
(6)                                                              2.95 %                                             2.86 %                                             3.10 %




                                       50

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                                                                     Nine Months Ended
                                         September 30, 2022                                 September 30, 2021
                             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                    $ 3,421,389     $      92,695             3.62 %   $ 3,193,657     $       90,975             3.81 %
Tax-exempt                      47,241             1,356             3.84          34,918              1,077             4.12
Securities available for
sale (3)
Taxable                        197,698             1,998             1.35         220,429              2,004             1.22
Securities held to
maturity
Taxable                        981,692            12,503             1.70         330,011              4,106             1.66
Tax-exempt                     101,135             2,383             3.15         103,569              2,484             3.21
Cash and cash
equivalents                     73,306               137             0.25         130,221                 87             0.09
Total interest-earning
assets (4)                   4,822,461           111,072             3.08 %     4,012,805            100,733             3.36 %
Non-interest-earning
assets                         236,034                                            254,351
Allowance for credit
losses                         (34,554 )                                          (35,822 )
Total assets               $ 5,023,941                                        $ 4,231,334
LIABILITIES AND
SHAREHOLDERS'
  EQUITY
Interest-bearing
deposits
Checking accounts          $   736,257     $         234             0.04 %   $   663,497     $          198             0.04 %
Savings accounts               903,333               744             0.11         962,067                644             0.09
Money market accounts        1,191,414             5,104             0.57         696,203              1,617             0.31
Certificates of deposit        143,648               504             0.47         219,876                908             0.55
Total interest-bearing
deposits                     2,974,652             6,586             0.30 %     2,541,643              3,367             0.18 %
Other borrowed funds            88,520             1,535             2.32          19,082                428             3.00
Total interest-bearing
liabilities                  3,063,172             8,121             0.35 %     2,560,725              3,795             0.20 %
Non-interest-bearing
liabilities
Demand deposits              1,423,808                                          1,154,222
Other liabilities               97,350                                            102,705
Total liabilities            4,584,330                                          3,817,652
Shareholders' equity           439,611                                            413,682
Total liabilities &
shareholders' equity       $ 5,023,941                                        $ 4,231,334
Net interest income on a
fully taxable equivalent
  basis                                          102,951                                              96,938
Less taxable equivalent
adjustment                                          (786 )                                              (749 )
Net interest income                        $     102,165                                      $       96,189
Net interest spread (5)                                              2.72 %                                              3.16 %
Net interest margin (6)                                              2.85 %                                              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)
FHLB of Boston stock balance is excluded from interest-earning assets and
dividend income is excluded from interest income.
(5)
Net interest rate spread represents the difference between the weighted average
yield on interest-earning assets, inclusive of PPP loans outstanding during 2022
and 2021, 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
outstanding during 2022 and 2021.


                                       51
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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, 2022                Nine Months Ended September 30, 2022
                                             Compared with                                       Compared with
                                 Three Months Ended September 30, 2021                Nine Months Ended September 30, 2021
                                          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                     $      2,813       $      1,150       $    3,963     $      6,299       $     (4,579 )    $   1,720
Tax-exempt                            29                (13 )             16              358                (79 )          279
Securities available for
sale
Taxable                              (74 )               91               17             (218 )              212             (6 )
Securities held to
maturity
Taxable                            2,358                224            2,582            8,298                 99          8,397
Tax-exempt                           (63 )              (27 )            (90 )            (58 )              (43 )         (101 )
Cash and cash equivalents            (37 )               50               13              (51 )              101             50
Total interest income       $      5,026       $      1,475       $    6,501     $     14,628       $     (4,289 )    $  10,339
Interest expense
Deposits
Checking accounts           $          2       $         76       $       

78 $ 23 $ 13 $ 36 Savings accounts

                     (14 )              201              187              (41 )              141            100
Money market accounts                406                984            1,390            1,594              1,893          3,487
Certificates of deposit              (55 )              160              105             (282 )             (122 )         (404 )
Total interest-bearing
deposits                             339              1,421            1,760            1,294              1,925          3,219
Other borrowed funds               1,059                (58 )          1,001            1,225               (118 )        1,107

Total interest expense $ 1,398 $ 1,363 $ 2,761 $ 2,519 $ 1,807 $ 4,326 Change in net interest income

$      3,628       $        112       $    3,740     $     12,109       $     (6,096 )    $   6,013

Excluding the impact of merger-related loan accretion and the impact of PPP loans, the adjusted net interest margin for the quarter ended September 30, 2022 was 2.93%, representing a one basis point increase from the adjusted net interest margin of 2.92% for the quarter ended September 30, 2021.



                                                              Three Months Ended
                                                              September 30, 2022
                                                   Average        Interest           Rate
                                                   Balance         Income/         Earned/
                                                                  Expenses           Paid
                                                            (dollars in thousands)
Total interest-earning assets (GAAP)             $ 4,894,596
Net interest income on a fully taxable
equivalent basis (GAAP)                                          $    

36,428


Net interest margin on a fully taxable
equivalent basis (GAAP)                                                                  2.95 %

Less: Paycheck Protection Program loan impact (1,884 ) (62 )

           0.00 %
Less: Accretion of loan fair value adjustments                          (236 )          -0.02 %
Adjusted net interest margin on a fully
taxable equivalent basis                         $ 4,892,712     $    36,130             2.93 %




                                       52

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Excluding the impact of merger-related loan accretion and the impact of PPP
loans, the adjusted net interest margin for the nine months ended September 30,
2022 was 2.80%, representing a 22 basis points decrease from the adjusted net
interest margin of 3.02% for the nine months ended September 30, 2021.

                                                              Nine Months Ended
                                                             September 30, 2022
                                                   Average        Interest          Rate
                                                   Balance        Income/         Earned/
                                                                  Expenses          Paid
                                                           (dollars in thousands)
Total interest-earning assets (GAAP)             $ 4,822,461
Net interest income on a fully taxable
equivalent basis (GAAP)                                          $  102,951
Net interest margin on a fully taxable
equivalent basis (GAAP)                                                                 2.85 %

Less: Paycheck Protection Program loan impact (9,437 ) (670 ) -0.01 % Less: Accretion of loan fair value adjustments

                       (1,344 )          -0.04 %
Adjusted net interest margin on a fully
taxable equivalent basis                         $ 4,813,024     $  100,937             2.80 %


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 investment, borrowing, lending and deposit gathering activities, and within
the Company's wealth management operations. 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.

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.
Responsibility for the management of the Company's interest rate sensitivity
position falls under the authority of the Company's Board of Directors (the
"Board") which, in turn, has assigned authority for its formulation, revision
and administration to the Risk Committee of the Board who reviews, approves and
reports on information provided by the Investment and Asset/Liability Committee
(the "ALCO"). 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 of Boston's discount window, 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 (excluding purchase accounting adjustments and PPP fee income) and
the estimated effect that a parallel interest rate shift, or "instantaneous
shock," in the yield curve and subjective adjustments in deposit pricing might
have on the Company's projected net interest income over the next 24 months.

As of September 30, 2022:

                               Year 1              Year 2
                          Percentage Change   Percentage Change
  Change in Interest       in Net Interest     in Net Interest
Rates (in Basis Points)        Income              Income
Parallel rate shocks
         +300                    0.6                19.4
         +200                    0.4                15.8
         +100                    0.4                12.8
         -100                   (0.9)                4.0




                                       53

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The following table demonstrates the annualized result of an interest rate
simulation (excluding purchase accounting adjustments and PPP fee income) 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 24 months.

As of September 30, 2022:



                               Year 1              Year 2
                          Percentage Change   Percentage Change
  Change in Interest       in Net Interest     in Net Interest
Rates (in Basis Points)        Income              Income
Gradual rate shifts
         +200                    1.6                15.1
         -100                   (0.2)                5.2




These simulations assume that there is no growth in interest-earning assets or
interest-bearing liabilities over the next 12 and 24 months. The changes to net
interest income shown above are in compliance with the Company's policy
guidelines.


These estimates of changes in the Company's net interest income 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, the Company cannot
precisely predict the impact of changes in interest rates on net interest
income. Although the analysis provides an indication of the Company's 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 and will differ from actual results.


Economic Value of Equity Analysis. The Company also analyzes the sensitivity of
the Bank's financial condition to changes in interest rates through its 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, 2022, estimated
that, in the event of an instantaneous 200 basis point increase in interest
rates, the Bank would experience a 1.3% decrease in the economic value of equity
for the next 12 months, resulting in an economic value of equity ratio of 14.1%.
At the same date, the analysis estimated that, in the event of an instantaneous
100 basis point decrease in interest rates, the Bank would experience a 3.6
decrease in the economic value of equity, resulting in an economic value of
equity ratio of 12.6%. 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, 2022. 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 the Company's 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, the Company cannot
precisely predict the impact of changes in interest rates on the economic value
of its equity. Although the economic value of equity analysis provides an
indication of the Company's 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 the
Company's equity and will differ from actual results.


LIQUIDITY AND CAPITAL RESOURCES



Impact of Inflation and Changing Prices. The Company's 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 operations. Unlike industrial companies, the
Company's assets and liabilities are primarily monetary in nature. As a result,
generally speaking, 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 and contractual 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.

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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 of Boston, and
purchasing wholesale certificates of deposit as its secondary sources. At
September 30, 2022, the Company had access to funds totaling $1.28 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 Risk Committee reviews the Company's liquidity needs and reports any findings (if required) to the Board.



Capital Adequacy. Total shareholders' equity was $446.3 million at September 30,
2022, as compared to $437.8 million at December 31, 2021. The Company's equity
increased primarily due to net income of $41.6 million, partially offset by
unrealized losses on the available for sale investment portfolio of $18.8
million and dividend payments of $13.4 million. Book value per share at
September 30, 2022 and December 31, 2021 amounted to $63.69 and $62.83,
respectively.

The Company and the Bank are subject to various regulatory capital requirements.
As of September 30, 2022, the Company and the Bank exceeded the regulatory
minimum levels to be considered "well-capitalized." See Note 13 - Shareholders'
equity to the Unaudited Consolidated Financial Statements for additional
discussion of regulatory capital requirements.

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 nonperformance 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. The Company's 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 11 - Financial Instruments with Off-Balance-Sheet Risk. to the Unaudited Consolidated Financial Statements.


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