Introduction. The following section presents additional information to assess
the financial condition and results of operations of Independent Bank
Corporation ("IBCP"), its wholly-owned bank, Independent Bank (the "Bank"), and
their subsidiaries. This section should be read in conjunction with the
Condensed Consolidated Financial Statements. We also encourage you to read our
2022 Annual Report on Form 10-K filed with the U.S. Securities and Exchange
Commission ("SEC"). That report includes a list of risk factors that you should
consider in connection with any decision to buy or sell our securities.

Overview. We provide banking services to customers located primarily in Michigan's Lower Peninsula. We also have a loan production office in Fairlawn, Ohio. As a result, our success depends to a great extent upon the economic conditions in Michigan's Lower Peninsula.



Recent Developments. As explained in more detail below under Item 1A - "Risk
Factors" - the recent closures of Silicon Valley Bank and Signature Bank have
impacted the financial services industry. These events have caused banks to
reexamine their funding sources and liquidity risks and in some cases have
caused deposit holders to reevaluate their banking relationships. As addressed
below, we believe these events have caused little to no impact on our deposit
base, aside from the mix and pricing of deposits, and that our liquidity and
funding and capital resources remain strong. In the wake of these events,
initiatives taken with our customer base included discussing how these events
unfolded, reinforcing our current capital and liquidity positions and education
to maximize FDIC insurance coverage. (See "Deposits and borrowings" and
"Liquidity and capital resources").

Pressures from heightened inflation, rising interest rates, elevated energy
prices, supply chain disruptions, concerns over the Russia-Ukraine war, and
foreign currency exchange rate fluctuations continue to create significant
economic uncertainty. In an effort to combat inflationary pressures, the Federal
Reserve Board increased the federal funds rate by a total of 4.25% over 2022,
including a 75-basis point increase in November 2022 and a 50-basis point
increase in December 2022. The rate was increased by another 25-basis points in
February 2023 and another 25-basis points in March 2023. There is a great deal
of uncertainty regarding whether and the extent to which the Federal Reserve may
continue to increase rates or even reduce rates in the coming months. In
addition, the ongoing Russia-Ukraine war, its impact on energy prices, and
related events are likely to continue to create additional pressure on economic
activity. The resulting responses by the U.S. and other countries (including the
imposition of economic sanctions and export restrictions), and the potential for
wider conflict has increased volatility and uncertainty in global financial
markets and could result in significant market disruptions, including in our
customers' industries or sectors.

The extent to which these pressures may impact our business, results of
operations, asset valuations, financial condition, and customers will depend on
future developments, which continue to be highly uncertain and difficult to
predict. Material adverse impacts may include all or a combination of valuation
impairments on our intangible assets, securities available for sale ("AFS"),
securities held to maturity ("HTM"), loans, capitalized mortgage loan servicing
rights or deferred tax assets.

It is against this backdrop that we discuss our results of operations and financial condition for the first quarter of 2023 as compared to earlier periods.


                             RESULTS OF OPERATIONS

Summary. We recorded net income of $13.0 million and $18.0 million during the
three months ended March 31, 2023 and 2022, respectively. The decrease in 2023
first quarter results as compared to 2022 is primarily due to a decrease in
non-interest income and an increase in the provision for credit losses that were
partially offset by an increase in net-interest income and decreases in
non-interest expense and income tax expense.
                                       54

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  Index

Key performance ratios
                                      Three months ended March 31,
                                     2023                          2022
Net income (annualized) to
Average assets                         1.06   %                    1.54  %
Average shareholders' equity          14.77   %                   19.38  %

Net income per common share
Basic                          $       0.62                      $ 0.85
Diluted                                0.61                        0.84



Net interest income. Net interest income is the most important source of our
earnings and thus is critical in evaluating our results of operations. Changes
in our net interest income are primarily influenced by our level of
interest-earning assets and the income or yield that we earn on those assets and
the manner and cost of funding our interest-earning assets. Certain
macro-economic factors can also influence our net interest income such as the
level and direction of interest rates, the difference between short-term and
long-term interest rates (the steepness of the yield curve) and the general
strength of the economies in which we are doing business. Finally, risk
management plays an important role in our level of net interest income. The
ineffective management of credit risk and interest-rate risk in particular can
adversely impact our net interest income.

Our net interest income totaled $38.4 million during the first quarter of 2023,
an increase of $5.4 million, or 16.5% from the year-ago period. This increase
primarily reflects a $204.0 million increase in average interest-earning assets
as well as a 33 basis point increase in our tax equivalent net interest income
as a percent of average interest-earning assets (the "net interest margin").

The increase in average interest-earning assets in 2023 as compared to 2022 primarily reflects growth in commercial, mortgage and installment loans funded from an increase in deposits.



The 33 basis point increase in our net interest margin is attributed to a 151
basis point increase in interest income as a percent of average interest-earning
assets that was partially offset by an increase in the cost of funding
liabilities. These increases are primarily attributed to the 475 basis point
increase in the federal funds rate since March of 2022. Despite this year over
year net interest margin expansion, our net interest margin has been negatively
impacted by changes in funding mix (including movement of non-interest bearing
deposits to interest-bearing deposits and an increase in time deposits) and
higher deposit pricing betas. This change in funding mix and pricing is expected
to continue to have an impact on our net interest margin during 2023. See
Asset/liability management.

Our net interest income is also impacted by our level of non-accrual loans. In
the first quarter of 2023, non-accrual loans averaged $3.7 million. In the first
quarter of 2022, non-accrual loans averaged $5.0 million. In the first quarter
of 2023 we had net recoveries of $0.13 million of unpaid interest on loans
placed on or taken off non-accrual or on loans previously charged-off compared
to net recoveries of $0.14 million during the same period in 2022.
                                       55

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Average Balances and Tax Equivalent Rates



                                                                          Three Months Ended March 31,
                                                       2023                                                           2022
                                Average                                                        Average
                                Balance            Interest             Rate (2)               Balance            Interest             Rate (2)
                                                                             (Dollars in thousands)
Assets
Taxable loans                $ 3,487,539          $ 44,234                    5.12  %       $ 2,971,566          $ 28,340                    3.85  %
Tax-exempt loans (1)               6,630                76                    4.65                8,532                99                    4.71
Taxable securities               822,572             5,884                    2.86            1,080,252             4,552                    1.69
Tax-exempt securities (1)        323,503             3,506                    4.34              326,973             2,015                    2.47
Interest bearing cash             38,889               464                    4.84               87,317                37                    0.17
Other investments                 17,653               211                    4.85               18,117               180                    4.03
Interest Earning Assets        4,696,786            54,375                    4.67            4,492,757            35,223                    3.16
Cash and due from banks           60,442                                                         58,676
Other assets, net                231,212                                                        169,772
Total Assets                 $ 4,988,440                                                    $ 4,721,205

Liabilities
Savings and interest-bearing
checking                     $ 2,535,045             8,857                    1.42          $ 2,503,014               641                    0.10
Time deposits                    657,686             4,903                    3.02              338,354               126                    0.15
Other borrowings                 112,137             1,735                    6.27              108,969               973                    3.62
Interest Bearing Liabilities   3,304,868            15,495                    1.90            2,950,337             1,740                    0.24
Non-interest bearing
deposits                       1,224,375                                                      1,317,160
Other liabilities                102,477                                                         77,698
Shareholders' equity             356,720                                                        376,010

Total liabilities and
shareholders' equity         $ 4,988,440                                                    $ 4,721,205

Net Interest Income                               $ 38,880                                                       $ 33,483

Net Interest Income as a
Percent of Average Interest
Earning Assets                                                                3.33  %                                                        3.00  %


_________________________________

(1)Interest on tax-exempt loans and securities available for sale is presented on a fully tax equivalent basis assuming a marginal tax rate of 21%. (2)Annualized


                                       56

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Reconciliation of Non-GAAP Financial Measures



                                                                         Three Months Ended
                                                                              March 31,
                                                                                   2023                 2022
                                                                                    (Dollars in thousands)
Net Interest Margin, Fully Taxable Equivalent ("FTE")

Net interest income                                                           $    38,441           $   33,001
Add:  taxable equivalent adjustment                                                   439                  482
Net interest income - taxable equivalent                                      $    38,880           $   33,483
Net interest margin (GAAP) (1)                                                       3.29   %             2.96  %
Net interest margin (FTE) (1)                                                        3.33   %             3.00  %


(1)Annualized.

Provision for credit losses. The provision for credit losses on loans was a
credit of $0.8 million and $1.6 million in the first quarters of 2023 and 2022,
respectively. The provision on loans reflects our assessment of the allowance
for credit losses (the "ACL") on loans taking into consideration factors such as
loan growth, loan mix, levels of non-performing and classified loans, economic
conditions and loan net charge-offs. While we use relevant information to
recognize losses on loans, additional provisions for related losses may be
necessary based on changes in economic conditions, customer circumstances and
other credit risk factors. See "Portfolio Loans and asset quality" for a
discussion of the various components of the ACL on loans and their impact on the
provision for credit losses on loans in 2023. The decrease in the provision for
credit losses credit on loans from the prior year period is primarily due to the
change in the adjustment to allocations based on subjective factors as the prior
year included a reduction in allocations related to risks associated with
COVID-19.

The provision for credit losses on securities HTM was an expense of $2.99
million and zero in the first quarters of 2023 and 2022, respectively. The
provision in 2023 was the result of a loss incurred on a $3.0 million corporate
security (Signature Bank) that defaulted during the quarter. This security was
fully charged off during the first quarter of 2023.

Non-interest income. Non-interest income is a significant element in assessing
our results of operations. Non-interest income totaled $10.6 million during the
first quarter of 2023 compared to $18.9 million in the first quarter of 2022.

The components of non-interest income are as follows:



Non-Interest Income

                                                 Three Months Ended March 31,
                                                                          2023          2022
                                                                            (In thousands)
Interchange income                                                     $  3,205      $  3,082
Service charges on deposit accounts                                       2,857         2,957
Net gains on assets
Mortgage loans                                                            1,256           835
Securities                                                                 (222)           70
Mortgage loan servicing, net                                                726         9,641
Investment and insurance commissions                                        827           738
Bank owned life insurance                                                   111           138
Other                                                                     1,791         1,487
Total non-interest income                                              $ 10,551      $ 18,948

Interchange income increased on a comparative quarterly basis in 2023 as compared to 2022. The quarterly increase was due to higher rates earned on debit card transactions.


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Service charges on deposit accounts decreased modestly on a comparative quarterly basis in 2023 as compared to 2022. The quarterly decrease was principally due to increases in non-sufficient funds occurrences (and related fees) and an increase in treasury management fees.

As reflected in the table below, the sale of mortgage loans dropped significantly on a quarterly basis in 2023 compared to 2022. Mortgage loan activity is summarized as follows:



Mortgage Loan Activity

                                                                        Three Months Ended
                                                                            March 31,
                                                                                  2023                2022
                                                                                   (Dollars in thousands)
Mortgage loans originated                                                    $   113,021          $  270,194
Mortgage loans sold                                                              106,846             221,725
Net gains on mortgage loans                                                        1,256                 835

Net gains as a percent of mortgage loans sold ("Loan Sales Margin")

                                                                            1.18  %             0.38  %
Fair value adjustments included in the Loan Sales Margin                            1.20               (1.87)


Mortgage loan refinance volumes declined in the first quarter of 2023 as
compared to 2022 as higher mortgage loan interest rates in 2023 reduced this
activity. Mortgage loans sold decreased in the first quarter of 2023 as compared
to 2022 due primarily to lower loan origination volume.

The volume of loans sold is dependent upon our ability to originate mortgage
loans as well as the demand for fixed-rate obligations and other loans that we
choose to not put into portfolio because of our established interest-rate risk
parameters. (See "Portfolio Loans and asset quality.") Net gains on mortgage
loans are also dependent upon economic and competitive factors as well as our
ability to effectively manage exposure to changes in interest rates and thus can
often be a volatile part of our overall revenues.

Net gains on mortgage loans totaled $1.3 million and $0.8 million during the
first quarters of 2023 and 2022, respectively. The increase from the prior year
quarter, despite a decrease in mortgage loans sold, was primarily due to the
impact of fair value adjustments on certain unhedged construction loans during
the first quarter of 2022 as a result of the significant increase in interest
rates during that quarter. During the the first quarter of 2023, interest rates
were less volatile and these constructions loans were fully hedged.

We recorded a net loss of $0.2 million and a net gain $0.1 million on securities
AFS for the first three months of 2023 and 2022, respectively. We recorded no
credit related charges in either 2023 or 2022 on securities AFS. See
"Securities" below and note #3 to the Condensed Consolidated Financial
Statements.

Mortgage loan servicing, net, generated income of $0.7 million and $9.6 million
in the first quarters of 2023 and 2022, respectively. The significant decrease
in mortgage loan servicing, net is due to changes in the fair value of
capitalized mortgage loan servicing rights associated with changes in interest
rates and the associated expected future prepayment levels and expected float
rates.

Mortgage loan servicing, net activity is summarized in the following table:



Mortgage Servicing Revenue

                                                Three Months Ended March 31,
                                                                         2023         2022
Mortgage loan servicing, net:                                              (In thousands)
 Revenue, net                                                          $ 2,222      $ 2,083
 Fair value change due to price                                        $  

(635) $ 8,452


 Fair value change due to pay-downs                                    $  (861)     $  (894)
Total                                                                  $   726      $ 9,641



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Activity related to capitalized mortgage loan servicing rights is as follows:

Capitalized Mortgage Loan Servicing Rights



                                                    Three months ended March 31,
                                                                             2023          2022
                                                                               (In thousands)
Balance at beginning of period                                            $ 42,489      $ 26,232
Originated servicing rights capitalized                                        930         2,143
Change in fair value                                                        (1,496)        7,558
Balance at end of period                                                  $ 41,923      $ 35,933


At March 31, 2023 we were servicing approximately $3.52 billion in mortgage
loans for others on which servicing rights have been capitalized. This servicing
portfolio had a weighted average coupon rate of 3.66% and a weighted average
service fee of approximately 25.6 basis points. Capitalized mortgage loan
servicing rights at March 31, 2023 totaled $41.9 million, representing
approximately 119.1 basis points on the related amount of mortgage loans
serviced for others.

Investment and insurance commissions represent revenues generated on the sale or
management of investments and insurance for our customers. These increased on a
quarterly basis in 2023 as compared to 2022, primarily due to growth in assets
under management and in annuity sales.

Other non-interest income increased on a comparative quarterly basis in 2023 as compared to 2022 due primarily to an increase in swap fee income.

Non-interest expense. Non-interest expense is an important component of our results of operations. We strive to efficiently manage our cost structure.

Non-interest expense decreased by $0.5 million to $31.0 million during the three--month period ended March 31, 2023, compared to the same period in 2022.


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The components of non-interest expense are as follows:



Non-Interest Expense

                                                                           Three Months Ended
                                                                                March 31,
                                                                                     2023                2022
                                                                                          (In thousands)
Compensation                                                                     $   13,269          $   12,435
Performance-based compensation                                                        2,245               3,662
Payroll taxes and employee benefits                                                   3,825               4,033
Compensation and employee benefits                                                   19,339              20,130
Data processing                                                                       2,991               2,216
Occupancy, net                                                                        2,159               2,543
Interchange expense                                                                   1,049               1,011
Furniture, fixtures and equipment                                                       926               1,045
FDIC deposit insurance                                                                  783                 522
Communications                                                                          668                 757
Legal and professional                                                                  607                 493
Loan and collection                                                                     578                 559
Advertising                                                                             495                 680
Amortization of intangible assets                                                       137                 232
Supplies                                                                                106                 123
Correspondent bank service fees                                                          63                  77
Provision for loss reimbursement on sold loans                                           10                  33
Net gains on other real estate and repossessed assets                                   (46)                (55)
Costs related to unfunded lending commitments                                          (475)               (355)
Other                                                                                 1,567               1,439
Total non-interest expense                                                       $   30,957          $   31,450

Compensation and employee benefits expenses, in total, decreased $0.8 million on a quarterly comparative basis in 2023 compared to the same period in 2022.

Compensation expense increased by $0.8 million in the first quarter of 2023 compared to the same period in 2022. The comparative increase in 2023 was primarily due to salary increases that were predominantly effective on January 1, 2023, and a decreased level of compensation that was deferred as direct origination costs due to lower mortgage loan origination volume.



Performance-based compensation decreased by $1.4 million in the first quarter of
2023 compared to the same period in 2022. The decrease is primarily due to lower
expected incentive compensation payout for salaried and hourly employees and a
decrease in mortgage lending related incentives attributed to the decline in
mortgage lending volume.

Payroll taxes and employee benefits decreased by $0.2 million in the first
quarter of 2023 compared to the same period in 2022, due primarily to decreases
in payroll taxes (reflecting lower performance-based compensation costs), our
401(k) plan match and other indirect costs related to mortgage lending.

Data processing expense increased by $0.8 million in the first quarter of 2023
compared to the same prior year period due primarily to the prior year including
a credit from our core data processor related to certain expenses that had been
previously paid and expensed, core data processor annual asset growth and CPI
related cost increases and lower net mortgage processing relating cost deferrals
due to lower mortgage loan volume.

Income tax expense. We recorded an income tax expense of $2.9 million in the
first quarter of 2023. This compares to an income tax expense of $4.1 million in
the first quarter of 2022. The decrease in expense for the first three months of
2023 compared to the same period in 2022 is primarily due to a decrease in
pretax income.
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Our actual income tax expense is different than the amount computed by applying
our statutory income tax rate to our income before income tax primarily due to
tax-exempt interest income, tax-exempt income from the increase in the cash
surrender value on life insurance, and differences in the value of stock awards
that vest and stock options that are exercised as compared to the initial fair
values that were expensed.

We assess whether a valuation allowance should be established against our
deferred tax assets based on the consideration of all available evidence using a
"more likely than not" standard. The ultimate realization of this asset is
primarily based on generating future income. We concluded at March 31, 2023 and
2022 and at December 31, 2022, that the realization of substantially all of our
deferred tax assets continues to be more likely than not.

                              FINANCIAL CONDITION

Summary. Our total assets increased by $139.1 million during the first three months of 2023. Loans, excluding loans held for sale, were $3.51 billion at March 31, 2023, compared to $3.47 billion at December 31, 2022. Commercial loans, mortgage loans and installment loans each increased during the first three months of 2023. (See "Portfolio Loans and asset quality.")



Deposits totaled $4.54 billion at March 31, 2023, an increase of $165.7 million
from December 31, 2022. The increase in deposits from December 31, 2022, is due
in part to the seasonal cash management needs of our business and municipal
customers and our increased use of brokered deposits.

Securities. We maintain diversified securities portfolios, which include
obligations of U.S. government-sponsored agencies, securities issued by states
and political subdivisions, residential and commercial mortgage-backed
securities, asset-backed securities, corporate securities, trust preferred
securities and foreign government securities (that are denominated in U.S.
dollars). We regularly evaluate asset/liability management needs and attempt to
maintain a portfolio structure that provides sufficient liquidity and cash flow.

We believe that the unrealized losses on securities AFS are temporary in nature
and are expected to be recovered within a reasonable time period. Based upon our
liquidity and capital resources (as explained in more detail below under
"Liquidity and capital resources"), we believe that we have the ability to hold
securities with unrealized losses to maturity or until such time as the
unrealized losses reverse.(See "Asset/liability management.")

On April 1, 2022, we transferred certain securities AFS with an amortized cost
and unrealized loss at the date of transfer of $418.1 million and $26.5 million,
respectively to securities HTM. The transfer was made at fair value, with the
unrealized loss becoming part of the purchase discount which will be accreted
over the remaining life of the securities. The other comprehensive loss
component is separated from the remaining available for sale securities and is
accreted over the remaining life of the securities transferred. Based upon our
liquidity and capital resources (as explained in more detail below under
"Liquidity and capital resources"), we believe that we have the ability and
intent to hold these securities until they mature, at which time we will receive
full value for these securities.

Securities Available for Sale

                                  Amortized          Unrealized             Fair
                                    Cost         Gains       Losses         Value
Securities available for sale                      (In thousands)
March 31, 2023                   $ 839,927      $ 330      $ 72,731      $ 767,526
December 31, 2022                  866,363        329        87,345        779,347


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Securities Held to Maturity


                                                      Transferred                                                      Unrealized
                                   Carrying           Unrealized                            Amortized
                                    Value              Loss (1)              ACL               Cost             Gains            Losses           Fair Value
                                                                                        (In thousands)
Securities held to maturity
March 31, 2023                   $ 369,577          $     22,216          $   160          $ 391,953          $   108          $ 52,724          $  339,337
December 31, 2022                  374,818                23,066              168            398,052               11            62,645             335,418

(1)Represents the remaining unrealized loss to be accreted on securities that were transferred from AFS to HTM on April 1, 2022.



Securities AFS in unrealized loss positions are evaluated quarterly for
impairment related to credit losses. For securities AFS in an unrealized loss
position, we first assess whether we intend to sell, or it is more likely than
not that we will be required to sell the security before recovery of its
amortized cost basis. If either of the criteria regarding intent or requirement
to sell is met, the security's amortized cost basis is written down to fair
value through income. For securities AFS that do not meet this criteria, we
evaluate whether the decline in fair value has resulted from credit losses or
other factors. In making this assessment, we consider the extent to which fair
value is less than amortized cost, adverse conditions specifically related to
the security and the issuer and the impact of changes in market interest rates
on the market value of the security, among other factors. If this assessment
indicates that a credit loss exists, we compare the present value of cash flows
expected to be collected from the security with the amortized cost basis of the
security. If the present value of cash flows expected to be collected is less
than the amortized cost basis for the security, a credit loss exists and an ACL
is recorded, limited to the amount that the fair value of the security is less
than its amortized cost basis. Any impairment that has not been recorded through
an ACL is recognized in other comprehensive income (loss), net of applicable
taxes. No ACL for securities AFS was needed at March 31, 2023. The decrease in
unrealized losses during the first quarter of 2023 is primarily attributed to a
decrease in interest rates since December 31, 2022. See note #3 to the Condensed
Consolidated Financial Statements included within this report for further
discussion.

For securities HTM an ACL is maintained at a level which represents our best
estimate of expected credit losses. This ACL is a contra asset valuation account
that is deducted from the carrying amount of securities HTM to present the net
amount expected to be collected. Securities HTM are charged off against the ACL
when deemed uncollectible. Adjustments to the ACL are reported in our Condensed
Consolidated Statements of Operations in provision for credit loss. We measure
expected credit losses on securities HTM on a collective basis by major security
type with each type sharing similar risk characteristics, and considers
historical credit loss information that is adjusted for current conditions and
reasonable and supportable forecasts. With regard to U.S. Government-sponsored
agency and mortgage-backed securities (residential and commercial), all these
securities are issued by a U.S. government-sponsored entity and have an implicit
or explicit government guarantee; therefore, no allowance for credit losses has
been recorded for these securities. With regard to obligations of states and
political subdivisions, private label-mortgage-backed, corporate and trust
preferred securities HTM, we consider (1) issuer bond ratings, (2) long-term
historical loss rates for given bond ratings, (3) the financial condition of the
issuer, and (4) whether issuers continue to make timely principal and interest
payments under the contractual terms of the securities. During the first quarter
of 2023, one corporate security (Signature Bank) defaulted resulting in a $3.0
million provision for credit losses and a corresponding full charge-off. Despite
this lone security loss, the long-term historical loss rates associated with
securities having similar grades as those in our portfolio have been
insignificant. See note #3 to the Condensed Consolidated Financial Statements
included within this report for further discussion.
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Sales of securities were as follows (See "Non-interest income."):



Sales of Securities

                                Three Months Ended March 31,
                                                          2023        2022
                                       (In thousands)
Proceeds                                                $  278      $ 4,395
Gross gains                                                  -           70
Gross losses                                               222            -
Net gains (losses)                                      $ (222)     $    70


Portfolio Loans and asset quality. In addition to the communities served by our
Bank branch and loan production office network, our principal lending markets
also include nearby communities and metropolitan areas. Subject to established
underwriting criteria, we also may participate in commercial lending
transactions with certain non-affiliated banks and make whole loan purchases
from other financial institutions.

The senior management and board of directors of our Bank retain authority and
responsibility for credit decisions and we have adopted uniform underwriting
standards. Our loan committee structure and the loan review process attempt to
provide requisite controls and promote compliance with such established
underwriting standards. However, there can be no assurance that our lending
procedures and the use of uniform underwriting standards will prevent us from
incurring significant credit losses in our lending activities.

We generally retain loans that may be profitably funded within established risk
parameters. (See "Asset/liability management.") As a result, we may hold
adjustable-rate and fixed rate jumbo mortgage loans as Portfolio Loans, while
15- and 30-year fixed-rate non-jumbo mortgage loans are generally sold to
mitigate exposure to changes in interest rates. (See "Non-interest income.") The
retention of newly originated fixed rate jumbo mortgage loans has declined
relative to the prior year as the growth in mortgage loans during the first
quarter of 2023 has primarily been attributed to the origination of
adjustable-rate mortgage loans as well as the continued advances on legacy fixed
rate construction mortgage loans. (See "Asset/liability management.").

A summary of our Portfolio Loans follows:



                                                        March 31,       December 31,
                                                          2023              2022
                                                              (In thousands)
Real estate(1)
Residential first mortgages                           $ 1,125,509      $  1,081,359

Residential home equity and other junior mortgages 149,283 138,944 Construction and land development

                         272,568           319,157
Other(2)                                                  906,613           874,019
Consumer                                                  624,258           624,047
Commercial                                                427,128           423,055
Agricultural                                                4,450             4,771
Total loans                                           $ 3,509,809      $  3,465,352

_________________________________



(1)Includes both residential and non-residential commercial loans secured by
real estate.
(2)Includes loans secured by multi-family residential and non-farm,
non-residential property.
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Non-performing assets

                                                                        March 31,           December 31,
                                                                          2023                  2022
                                                                            (Dollars in thousands)
Non-accrual loans                                                    $      6,216          $     5,381
Loans 90 days or more past due and still accruing interest                      -                    -
Subtotal                                                                    6,216                5,381
Less:  Government guaranteed loans                                          2,330                1,660
Total non-performing loans                                                  3,886                3,721
Other real estate and repossessed assets                                      499                  455
Total non-performing assets                                          $      

4,385 $ 4,176



As a percent of Portfolio Loans
Non-performing loans                                                         0.11  %              0.11  %
Allowance for credit losses                                                  1.44                 1.51
Non-performing assets to total assets                                        0.09                 0.08

Allowance for credit losses as a percent of non-performing loans 1300.82 %

           1409.16


Non-performing loans have remained relatively stable since year-end 2022, reflecting generally improving economic conditions and our ongoing collection efforts. Our collection and resolution efforts have generally resulted in a positive trend in non-performing loans.

Other real estate and repossessed assets totaled $0.50 million and $0.46 million at March 31, 2023, and December 31, 2022, respectively.



We will place a loan that is 90 days or more past due on non-accrual, unless we
believe the loan is both well secured and in the process of collection.
Accordingly, we have determined that the collection of the accrued and unpaid
interest on any loans that are 90 days or more past due and still accruing
interest is probable.

The following tables reflect activity in our ACL on loans, securities and unfunded lending commitments as well as the allocation of our ACL on loans.

Allowance for credit losses on loans and unfunded lending commitments



                                                                           Three months ended March 31,
                                                        2023                                                          2022
                                                                          Unfunded                                                      Unfunded
                                   Loans           Securities            Commitments            Loans           Securities             Commitments
                                                                              (Dollars in thousands)
Balance at beginning of period $      52,435       $      168          $    

5,080 $ 47,252 $ - $ 4,481 Additions (deductions) Provision for credit losses

            (832)            2,992                     -               (1,573)                 -                     -
Recoveries credited to
allowance                                578                -                     -                   621                 -                     -
Assets charged against the
allowance                            (1,631)           (3,000)                    -                 (673)                 -                     -
Additions included in
non-interest expense                       -                -                  (475)                    -                 -                  (355)

Balance at end of period $ 50,550 $ 160 $

4,605 $ 45,627 $ - $ 4,126



Net loans charged (recovered)
against the allowance to
average Portfolio Loans             0.12   %                                                      0.01  %


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Allocation of the Allowance for Credit Losses on Loans



                                                       March 31,      December 31,
                                                         2023             2022
                                                          (Dollars in thousands)
Specific allocations                                  $     874      $       2,078
Pooled analysis allocations                              36,826             37,662
Additional allocations based on subjective factors       12,850             12,695
Total                                                 $  50,550      $      52,435


Some loans will not be repaid in full. Therefore, an ACL on loans is maintained
at a level which represents our best estimate of expected credit losses. Our ACL
on loans is comprised of three principal elements: (i) specific analysis of
individual loans identified during the review of the loan portfolio, (ii) pooled
analysis of loans with similar risk characteristics based on historical
experience, adjusted for current conditions, reasonable and supportable
forecasts, and expected prepayments, and (iii) additional allowances based on
subjective factors, including local and general economic business factors and
trends, portfolio concentrations and changes in the size and/or the general
terms of the loan portfolios. See note #4 to the Condensed Consolidated
Financial Statements included within this report for further discussion on the
ACL on loans.

While we use relevant information to recognize losses on loans, additional provisions for related losses may be necessary based on changes in economic conditions, customer circumstances and other credit risk factors.

The ACL decreased $1.9 million to $50.6 million at March 31, 2023 from $52.4 million at December 31, 2022, and was equal to 1.44% and 1.51% of total Portfolio Loans at March 31, 2023, and December 31, 2022, respectively.



Since December 31, 2022, the ACL related to specific loans decreased $1.2
million due primarily to one commercial loan that was partially charged-off
during the first quarter. The ACL related to pooled analysis of loans decreased
$0.8 million due primarily to a decline in the expected duration of the mortgage
loan portfolio. The ACL related to subjective factors increased modestly
reflecting loan growth during the first quarter.

Deposits and borrowings. Historically, the loyalty of our customer base has
allowed us to price deposits competitively, contributing to a net interest
margin that generally compares favorably to our peers. However, we still face a
significant amount of competition for deposits within many of the markets served
by our branch network, which limits our ability to materially increase deposits
without adversely impacting the weighted-average cost of core deposits.

To attract new core deposits, we have implemented various account acquisition
strategies as well as branch staff sales training. Account acquisition
initiatives have historically generated increases in customer relationships.
Over the past several years, we have also expanded our treasury management
products and services for commercial businesses and municipalities or other
governmental units and have also increased our sales calling efforts in order to
attract additional deposit relationships from these sectors. We view long-term
core deposit growth as an important objective. Core deposits generally provide a
more stable and lower cost source of funds than alternative sources such as
short-term borrowings. (See "Liquidity and capital resources.")

Deposits totaled $4.54 billion and $4.38 billion at March 31, 2023, and
December 31, 2022, respectively. The increase in deposits is primarily due to
growth in reciprocal deposits, time deposits and brokered time deposits that
were partially offset by a decrease in non-interest bearing deposits. Reciprocal
deposits totaled $685.5 million and $602.6 million at March 31, 2023 and
December 31, 2022, respectively. These deposits represent demand, money market
and time deposits from our customers that have been placed through IntraFi
Network. This service allows our customers to access multi-million dollar FDIC
deposit insurance on deposit balances greater than the standard FDIC insurance
maximum.

We cannot be sure that we will be able to maintain our current level of core
deposits. In particular, those deposits that are uninsured may be susceptible to
outflow. Data relating to our our deposit portfolios (excluding brokered time)
follows:
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                                                              March 31,           December 31,
                                                                 2023                 2022
                                                                   (Dollars in thousands)
Uninsured deposits                                          $   964,927          $    975,938
Uninsured deposits as a percentage of deposits                     22.6  %               23.4  %
Average deposit account size                                $     19.63          $      16.33
Balance of top 100 largest depositors                       $   835,879          $    752,924
Balance of top 100 depositors as a percentage of deposits          19.6  %               18.1  %


We have also implemented strategies that incorporate using federal funds
purchased, other borrowings and Brokered CDs to fund a portion of our
interest-earning assets. The use of such alternate sources of funds supplements
our core deposits and is also an integral part of our asset/liability management
efforts.

Other borrowings, comprised primarily of FRB and FHLB borrowings, totaled $50.0 million and $86.0 million at March 31, 2023, and December 31, 2022, respectively.



As described above, we have utilized wholesale funding, including federal funds
purchased, FHLB and FRB borrowings and Brokered CDs to augment our core deposits
and fund a portion of our assets. At March 31, 2023, our use of such wholesale
funding sources (including reciprocal deposits) amounted to approximately $1.02
billion, or 22.2% of total funding (deposits and all borrowings, excluding
subordinated debt and debentures). Because wholesale funding sources are
affected by general market conditions, the availability of such funding may be
dependent on the confidence these sources have in our financial condition and
operations. The continued availability to us of these funding sources is not
certain, and Brokered CDs may be difficult for us to retain or replace at
attractive rates as they mature. Our liquidity may be constrained if we are
unable to renew our wholesale funding sources or if adequate financing is not
available in the future at acceptable rates of interest or at all. Our financial
performance could also be affected if we are unable to maintain our access to
funding sources or if we are required to rely more heavily on more expensive
funding sources. In such case, our net interest income and results of operations
could be adversely affected.

We historically employed derivative financial instruments to manage our exposure
to changes in interest rates. During the first three months of 2023 and 2022, we
entered into $19.5 million and $11.2 million (aggregate notional amounts),
respectively, of interest rate swaps with commercial loan customers, which were
offset with interest rate swaps that the Bank entered into with a broker-dealer.
We recorded $0.4 million and $0.2 million of fee income related to these
transactions during the first three months of 2023 and 2022, respectively. See
note #6 to the Condensed Consolidated Financial Statements included within this
report for more information on our derivative financial instruments.

Liquidity and capital resources. Liquidity risk is the risk of being unable to
timely meet obligations as they come due at a reasonable funding cost or without
incurring unacceptable losses. Our liquidity management involves the measurement
and monitoring of a variety of sources and uses of funds. Our Condensed
Consolidated Statements of Cash Flows categorize these sources and uses into
operating, investing and financing activities. We primarily focus our liquidity
management on maintaining adequate levels of liquid assets (primarily funds on
deposit with the FRB and certain securities AFS) as well as developing access to
a variety of borrowing sources to supplement our deposit gathering activities
and provide funds for purchasing securities or originating Portfolio Loans as
well as to be able to respond to unforeseen liquidity needs.

Our primary sources of funds include our deposit base, secured advances from the
FHLB and FRB, federal funds purchased borrowing facilities with other banks, and
access to the capital markets (for Brokered CDs). At March 31, 2023, in addition
to liquidity available from our normal operating, funding and investing
activities we had unused credit lines with the FHLB and FRB of approximately
$930.1 million and $502.7 million, respectively. We also had approximately
$928.5 million in fair value of unpledged securities AFS and HTM at March 31,
2023, which could be pledged for an estimated additional borrowing capacity at
the FHLB and FRB of approximately $854.9 million.

At March 31, 2023, we had $696.8 million of time deposits that mature in the
next 12 months. Historically, a majority of these maturing time deposits are
renewed by our customers. Additionally, $3.78 billion of our deposits at
March 31, 2023, were in account types from which the customer could withdraw the
funds on demand. Changes in the balances of deposits that can be withdrawn upon
demand are usually predictable and the total balances of these accounts have
generally grown or have been stable over time as a result of our marketing and
promotional activities. However, there can be no assurance that historical
patterns of renewing time deposits or overall growth or stability in deposits
will continue in the future.
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We have developed contingency funding plans that stress test our liquidity needs
that may arise from certain events such as an adverse change in our financial
metrics (for example, credit quality or regulatory capital ratios). Our
liquidity management also includes periodic monitoring that measures quick
assets (defined generally as highly liquid or short-term assets) to total
assets, short-term liability dependence and basic surplus (defined as quick
assets less volatile liabilities to total assets). Policy limits have been
established for our various liquidity measurements and are monitored on a
quarterly basis. In addition, we also prepare cash flow forecasts that include a
variety of different scenarios.

We believe that we currently have adequate liquidity at our Bank because of our cash and cash equivalents, our portfolio of securities AFS, our access to secured advances from the FHLB and FRB and our ability to issue Brokered CDs.



We also believe that the available cash on hand at the parent company (including
time deposits) of approximately $50.7 million as of March 31, 2023, provides
sufficient liquidity resources at the parent company to meet operating expenses,
to make interest payments on the subordinated debt and debentures, and, along
with dividends from the Bank, to pay projected cash dividends on our common
stock.

Effective management of capital resources is critical to our mission to create
value for our shareholders. In addition to common stock, our capital structure
also currently includes subordinated debt and cumulative trust preferred
securities.

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