Western New England Bancorp, Inc. - Annual Report: 2012 (Form 10-K)

a50586957.htm

Securities and Exchange Commission

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2012

Commission File No.: 001-16767

Westfield Financial, Inc.

(Exact name of registrant as specified in its charter)

Massachusetts	73-1627673
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

141 Elm Street, Westfield, Massachusetts 01085

(Address of principal executive offices, including zip code)

(413) 568-1911

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Common Stock, $.01 par value per share	The NASDAQ Global Select Market
(Title of each class)	(Name of each exchange on which registered)

Securities registered pursuant to Section 12(g) of the Act: None.

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the proceeding 12 months (or for such shorter period that the registrant was required to submit and post such filed). Yes [X] No [ ]

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

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

Large accelerated filer [ ]

Accelerated filer [X]

Non-accelerated filer [ ]

Smaller reporting company [ ]

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

The aggregate market value of the voting stock held by non-affiliates of the registrant as of June 29, 2012, was $189,524,600. This amount was based on the closing price as of June 29, 2012 on The NASDAQ Global Select Market for a share of the registrant’s common stock, which was $7.30 on June 29, 2012.

As of March 5, 2013, the registrant had 22,059,390 shares of common stock, $0.01 per value, issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the Proxy Statement for the 2013 Annual Meeting of Shareholders are incorporated by reference into Part III of this report.

	WESTFIELD FINANCIAL, INC. ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2012 TABLE OF CONTENTS

ITEM	PART I	PAGE

1	BUSINESS	2
1A	RISK FACTORS	24
1B	UNRESOLVED STAFF COMMENTS	27
2	PROPERTIES	27
3	LEGAL PROCEEDINGS	28
4	MINE SAFETY DISCLOSURES	28

	PART II

5	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	29
6	SELECTED FINANCIAL DATA	32
7	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	34
7A	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	48
8	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	48
9	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	48
9A	CONTROLS AND PROCEDURES	48
9B	OTHER INFORMATION	51
	PART III

10	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	51
11	EXECUTIVE COMPENSATION	51
12	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS	51
13	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	51
14	PRINCIPAL ACCOUNTING FEES AND SERVICES	51

	PART IV

15	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	51

FORWARD-LOOKING STATEMENTS

We may, from time to time, make written or oral “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements contained in our filings with the Securities and Exchange Commission (the “SEC”), our reports to shareholders and in other communications by us. This Annual Report on Form 10-K contains “forward-looking statements” which may be identified by the use of such words as “believe,” “expect,” “anticipate,” “should,” “planned,” “estimated,” and “potential.” Examples of forward-looking statements include, but are not limited to, estimates with respect to our financial condition, results of operation and business that are subject to various factors which could cause actual results to differ materially from these estimates. These factors include, but are not limited to:

●	changes in the interest rate environment that reduce margins;

●	changes in the regulatory environment;

●	the highly competitive industry and market area in which we operate;

●	general economic conditions, either nationally or regionally, resulting in, among other things, a deterioration in credit quality;

●	changes in business conditions and inflation;

●	changes in credit market conditions;

●	changes in the securities markets which affect investment management revenues;

●	increases in Federal Deposit Insurance Corporation deposit insurance premiums and assessments could adversely affect our financial condition;

●	changes in technology used in the banking business;

●	the soundness of other financial services institutions which may adversely affect our credit risk;

●	certain of our intangible assets may become impaired in the future;

●	our controls and procedures may fail or be circumvented;

●	new line of business or new products and services, which may subject us to additional risks;

●	changes in key management personnel which may adversely impact our operations;

●	the effect on our operations of recent legislative and regulatory initiatives that were or may be enacted in response to the ongoing financial crisis;

●	severe weather, natural disasters, acts of war or terrorism and other external events which could significantly impact our business; and

●	other factors detailed from time to time in our Securities and Exchange Commission (“SEC”) filings.

Although we believe that the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially from the results discussed in these forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We do not undertake any obligation to republish revised forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Unless the context indicates otherwise, all references in this prospectus to “Westfield Financial,” “we,” “us,” “our company,” “corporation” and “our” refer to Westfield Financial, Inc. and its subsidiaries (including the Bank, Elm Street Securities Corporation, WFD Securities, Inc. and WB Real Estate Holdings, LLC). References to the “Bank” are to Westfield Bank, our wholly-owned bank subsidiary.

PART I

ITEM 1.

BUSINESS

General. Westfield Financial is a Massachusetts-chartered stock holding company and the parent company of Westfield Bank (the “Bank”). Westfield Financial was formed in 2001 in connection with its reorganization from a federally-chartered mutual holding company to a Massachusetts-chartered stock holding company with the second step conversion being completed in 2007. The Bank was formed in 1853 and is a federally-chartered savings bank regulated by the Office of Comptroller of the Currency (“OCC”). As a community bank, we focus on servicing commercial customers, including commercial and industrial lending and commercial deposit relationships. We believe that this business focus is best for our long-term success and viability, and complements our existing commitment to high quality customer service.

Elm Street Securities Corporation, a Massachusetts-chartered corporation, was formed by us for the primary purpose of holding qualified securities. In February 2007, we formed WFD Securities, Inc., a Massachusetts-chartered corporation, for the primary purpose of holding qualified securities. In October 2009, we formed WB Real Estate Holdings, LLC, a Massachusetts-chartered limited liability company, for the primary purpose of holding real property acquired as security for debts previously contracted by the Bank.

Market Area. We operate 11 banking offices in Agawam, East Longmeadow, Holyoke, Southwick, Springfield, West Springfield and Westfield, Massachusetts. We also have 12 free-standing ATM locations in Feeding Hills, Holyoke, Southwick Springfield, West Springfield and Westfield, Massachusetts. Our primary deposit gathering area is concentrated in the communities surrounding these locations and our primary lending area includes all of Hampden County in western Massachusetts. We also recently announced plans to open a full service banking center with branch services, a 24 hour deposit imaging ATM, and a residential and commercial lender at the Granby Village Shops in Granby, Connecticut. This will be our first location outside of western Massachusetts. In addition, we provide online banking services through our website located at www.westfieldbank.com.

The markets served by our branches are primarily suburban in character, as we operate only one office in Springfield, the Pioneer Valley’s primary urban market. Westfield, Massachusetts, is located in the Pioneer Valley near the intersection of U.S. Interstates 90 (the Massachusetts Turnpike) and 91. The Pioneer Valley of western Massachusetts encompasses the fourth largest metropolitan area in New England. The Springfield Metropolitan area covers a relatively diverse area ranging from densely populated urban areas, such as Springfield, to outlying rural areas.

Competition. We face intense competition both in making loans and attracting deposits. Our primary market area is highly competitive and we face direct competition from approximately 19 financial institutions, many with a local, state-wide or regional presence and, in some cases, a national presence. Many of these financial institutions are significantly larger than us and have greater financial resources. Our competition for loans comes principally from commercial banks, savings institutions, mortgage banking firms, credit unions, finance companies, mutual funds, insurance companies and brokerage and investment banking firms. Historically, our most direct competition for deposits has come from savings and commercial banks. We face additional competition for deposits from internet-based institutions, credit unions, brokerage firms and insurance companies.

Personnel. As of December 31, 2012, we had 164 full-time employees and 43 part-time employees. The employees are not represented by a collective bargaining unit, and we consider our relationship with our employees to be excellent.

Lending Activities

Loan Portfolio Composition. Our loan portfolio primarily consists of commercial real estate loans, commercial and industrial loans, residential real estate loans, home equity loans, and consumer loans.

At December 31, 2012, we had total loans of $593.9 million, of which 49.9% were adjustable rate loans and 50.1% were fixed rate loans. Commercial real estate loans and commercial and industrial loans totaled $245.8 million and $126.1 million, respectively. The remainder of our loans at December 31, 2012 consisted of residential real estate loans, home equity loans and consumer loans. Residential real estate and home equity loans outstanding at December 31, 2012 totaled $219.7 million. Consumer loans outstanding at December 31, 2012 were $2.4 million.

The interest rates we charge on loans are affected principally by the demand for loans, the supply of money available for lending purposes and the interest rates offered by our competitors. These factors are, in turn, affected by general and local economic conditions, monetary policies of the federal government, including the Federal Reserve Board, legislative tax policies and governmental budgetary matters.

The following table presents the composition of our loan portfolio in dollar amounts and in percentages of the total portfolio at the dates indicated.

	At December 31,
	2012						2011						2010						2009						2008
				Percent of						Percent of						Percent of						Percent of						Percent of
	Amount			Total			Amount			Total			Amount			Total			Amount			Total			Amount			Total
	(Dollars in thousands)
Real estate loans:
Commercial	$	245,764			41.38	%	$	232,491			42.04	%	$	221,578			43.57	%	$	229,061			48.08	%	$	223,857			46.61	%
Residential		185,345			31.21			155,994			28.20			112,680			22.17			64,299			13.50			62,810			13.08
Home equity		34,352			5.78			36,464			6.59			36,116			7.09			34,755			7.29			35,562			7.40
Total real estate loans		465,461			78.37			424,949			76.83			370,374			72.83			328,115			68.87			322,229			67.09

Other loans
Commercial and industrial		126,052			21.22			125,739			22.73			135,250			26.59			145,012			30.44			153,861			32.03
Consumer		2,431			0.41			2,451			0.44			2,960			0.58			3,307			0.69			4,248			0.88
Total other loans		128,483			21.63			128,190			23.17			138,210			27.17			148,319			31.13			158,109			32.91

Total loans		593,944			100.00	%		553,139			100.00	%		508,584			100.00	%		476,434			100.00	%		480,338			100.00	%

Unearned premiums and net deferred loan fees and costs, net		974						1,017						742						360						593
Allowance for loan losses		(7,794	)					(7,764	)					(6,934	)					(7,645	)					(8,796	)
Total loans, net	$	587,124					$	546,392					$	502,392					$	469,149					$	472,135

Loan Maturity and Repricing. The following table shows the repricing dates or contractual maturity dates as of December 31, 2012. The table does not reflect prepayments or scheduled principal amortization. Demand loans, loans having no stated maturity, and overdrafts are shown as due in within one year.

	At December 31, 2012
	Residential			Home Equity			Commercial Real Estate			Commercial and Industrial			Consumer			Unallocated			Totals
	(In thousands)
Amount due:
Within one year	$	10,945		$	18,677		$	43,849		$	61,625		$	1,237		$	-		$	136,333

After one year:

One to three years		1,766			502			84,216			21,416			759			-			108,659
Three to five years		2,833			1,710			82,698			25,902			364			-			113,507
Five to ten years		11,218			7,072			24,113			17,109			-			-			59,512
Ten to twenty years		56,568			5,064			8,061			-			-			-			69,693
Over twenty years		102,015			1,327			2,827			-			71			-			106,240
Total due after one year		174,400			15,675			201,915			64,427			1,194			-			457,611

Total amount due:		185,345			34,352			245,764			126,052			2,431			-			593,944


Net deferred loan origination fees and costs and unearned premiums		580			267			(171	)		288			10			-			974
Allowance for loan losses		(1,482	)		(264	)		(3,406	)		(2,167	)		(13	)		(462	)		(7,794	)

Loans, net	$	184,443		$	34,355		$	242,187		$	124,173		$	2,428		$	(462	)	$	587,124

The following table presents, as of December 31, 2012, the dollar amount of all loans contractually due or scheduled to reprice after December 31, 2013, and whether such loans have fixed interest rates or adjustable interest rates.

	Due After December 31, 2013
	Fixed		Adjustable		Total
	(In thousands)

Real estate loans:
Residential	$	168,004	$	6,396	$	174,400
Home equity		15,675		-		15,675
Commercial real estate		46,711		155,204		201,915
Total real estate loans		230,390		161,600		391,990

Other loans:
Commercial and industrial		61,664		2,763		64,427
Consumer		1,194		-		1,194
Total other loans		62,858		2,763		65,621
Total loans	$	293,248	$	164,363	$	457,611

The following table presents our loan originations, purchases and principal payments for the years indicated:

	For the Years Ended December 31,
	2012		2011		2010
	(In thousands)
Loans:
Balance outstanding at beginning of year	$	553,139	$	508,584	$	476,434

Originations:
Real estate loans:
Residential		2,688		814		1,830
Home equity		9,220		11,451		13,167
Commercial		68,721		32,644		19,174
Total mortgage originations		80,629		44,909		34,171

Commercial and industrial loans		51,521		49,159		41,029
Consumer loans		975		1,351		1,550
Total originations		133,125		95,419		76,750
Purchase of one-to-four family mortgage loans		62,895		58,241		61,880
		196,020		153,660		138,630

Less:
Principal repayments, unadvanced funds and other, net		154,547		108,729		96,846
Loan charge-offs, net		668		376		9,634
Total deductions		155,215		109,105		106,480
Balance outstanding at end of year	$	593,944	$	553,139	$	508,584

Commercial and Industrial Loans. We offer commercial and industrial loan products and services which are designed to give business owners borrowing opportunities for modernization, inventory, equipment, construction, consolidation, real estate, working capital, vehicle purchases and the financing of existing corporate debt. We offer business installment loans, vehicle and equipment financing, lines of credit, and other commercial loans. At December 31, 2012, our commercial and industrial loan portfolio consisted of 1,116 loans, totaling $126.1 million, or 21.2% of our total loans. Our commercial loan team includes nine commercial loan officers, one business development manager, five credit analysts and one portfolio manager. We may hire additional commercial loan officers on an as needed basis.

As part of our strategy of increasing our emphasis on commercial lending, we seek to attract our business customers’ entire banking relationship. Most commercial borrowers also maintain commercial deposits. We provide complementary commercial products and services, a variety of commercial deposit accounts, cash management services, internet banking, sweep accounts, a broad ATM network and night deposit services. We offer a remote deposit capture product whereby commercial customers can receive credit for check deposits by electronically transmitting check images from their own locations. Commercial loan officers are based in our main and branch offices, and we view our potential branch expansion as a means of facilitating these commercial relationships. We intend to continue to expand the volume of our commercial business products and services within our current underwriting standards.

Our commercial and industrial loan portfolio does not have any significant loan concentration by type of property or borrower. The largest concentration of loans was for manufacturing, which comprises approximately 5.3% of the total loan portfolio as of December 31, 2012. At December 31, 2012, our largest commercial and industrial loan relationship was $20.4 million to a private New England college. The loan relationship is secured by business assets and financial instruments. The loans to this borrower have performed to contractual terms.

Commercial and industrial loans generally have terms of seven years or less, however, on an occasional basis, may have terms of up to ten years. Among the $126.1 million we have in our commercial and industrial loan portfolio as of December 31, 2012, $60.9 million have adjustable interest rates and $65.2 million have fixed interest rates. Whenever possible, we seek to originate adjustable rate commercial and industrial loans. Borrower activity and market conditions, however, may influence whether we are able to originate adjustable rate loans rather than fixed rate loans. We generally require the personal guarantee of the business owner. Interest rates on commercial and industrial loans generally have higher yields than residential or commercial real estate loans.

Commercial and industrial loans are generally considered to involve a higher degree of risk than residential or commercial real estate loans because the collateral may be in the form of intangible assets and/or inventory subject to market obsolescence. Please see “Risk Factors – Our loan portfolio includes loans with a higher risk of loss.” Commercial and industrial loans may also involve relatively large loan balances to single borrowers or groups of related borrowers, with the repayment of such loans typically dependent on the successful operation and income stream of the borrower. These risks can be significantly affected by economic conditions. In addition, business lending generally requires substantially greater oversight efforts by our staff compared to residential or commercial real estate lending, including obtaining and analyzing periodic financial statements of the borrowers. In order to mitigate this risk, we monitor our loan concentration and our loan policies generally to limit the amount of loans to a single borrower or group of borrowers. We also utilize the services of an outside consultant to conduct credit quality reviews of the commercial and industrial loan portfolio.

Commercial Real Estate Loans. We originate commercial real estate loans to finance the purchase of real property, which generally consists of apartment buildings, business properties, multi-family investment properties and construction loans to developers of commercial and residential properties. In underwriting commercial real estate loans, consideration is given to the property’s historic cash flow, current and projected occupancy, location and physical condition. At December 31, 2012, our commercial real estate loan portfolio consisted of 399 loans, totaling $245.8 million, or 41.4% of total loans. Since 2008, commercial real estate loans have grown by $21.9 million, or 9.8%, from $223.9 million at December 31, 2008 to $245.8 million at December 31, 2012.

The majority of the commercial real estate portfolio consists of loans which are collateralized by properties in the Pioneer Valley of Massachusetts and northern Connecticut. Our commercial real estate loan portfolio is diverse, and does not have any significant loan concentration by type of property or borrower. We generally lend up to a loan-to-value ratio of 80% on commercial properties. We, however, will lend up to a maximum of 85% loan-to-value ratio and will generally require a minimum debt coverage ratio of 1.15. Our largest non-owner occupied commercial real estate loan relationship had an outstanding balance of $13.8 million at December 31, 2012, which is secured by a commercial property located in northern Connecticut. The loans to this borrower are performing.

We also offer construction loans to finance the construction of commercial properties located in our primary market area. At December 31, 2012, we had $22.2 million in commercial construction loans and commitments that are committed to refinance into permanent mortgages at the end of the construction period and $9.4 million in commercial construction loans and commitments that are not committed to permanent financing at the end of the construction period.

Commercial real estate lending involves additional risks compared with one-to-four family residential lending. Payments on loans secured by commercial real estate properties often depend on the successful management of the properties, on the amount of rent from the properties, or on the level of expenses needed to maintain the properties. Repayment of such loans may therefore be adversely affected by conditions in the real estate market or the general economy. Also, commercial real estate loans typically involve large loan balances to single borrowers or groups of related borrowers. In order to mitigate this risk, we obtain and analyze periodic financial statements of the borrowers as well as monitor our loan concentration risk on a quarterly basis and our loan policies generally limit the amount of loans to a single borrower or group of borrowers.

Because of increased risks associated with commercial real estate loans, our commercial real estate loans generally have higher rates than residential real estate loans. Please see “Risk Factors – Our loan portfolio includes loans with a higher risk of loss.” Commercial real estate loans generally have adjustable rates with repricing dates of five years or less; however, occasionally repricing dates may be as long as ten years. Whenever possible, we seek to originate adjustable rate commercial real estate loans. Borrower activity and market conditions, however, may influence whether we are able to originate adjustable rate loans rather than fixed rate loans.

Residential Real Estate Loans and Originations. We process substantially all of our originations of residential real estate loans through a third-party mortgage company. Residential real estate borrowers submit applications to us, but the loan is approved by and closed on the books of the mortgage company. The third-party mortgage company owns the servicing rights and services the loans. We retain no residual ownership interest in these loans. We receive a fee for each of these loans originated by the third-party mortgage company.

Even though substantially all residential real estate loan originations are referred to a third-party mortgage company, we still hold residential real estate loans in our loan portfolio. The loans consist primarily of loans we purchased from the third-party mortgage company. During 2012, we purchased $62.9 million in residential mortgage loans from the third-party mortgage company within and contiguous to our market area. While the long-term focus remains on commercial lending, we increased the residential portfolio during 2012 as a means of supplementing the commercial focus while diversifying our risk and deepening customer relationships. At December 31, 2012, loans on one-to-four family residential properties, including home equity lines, accounted for $219.7 million, or 37.0% of our total loan portfolio.

Our residential adjustable rate mortgage loans generally are fully amortizing loans with contractual maturities of up to 30 years, payments due monthly. Our adjustable rate mortgage loans generally provide for specified minimum and maximum interest rates, with a lifetime cap and floor, and a periodic adjustment on the interest rate over the rate in effect on the date of origination. As a consequence of using caps, the interest rates on these loans are not generally as rate sensitive as our cost of funds. The adjustable rate mortgage loans that we originate generally are not convertible into fixed rate loans.

Adjustable rate mortgage loans generally pose different credit risks than fixed rate loans, primarily because as interest rates rise, the borrower’s payments rise, increasing the potential for default. To date, we have not experienced difficulty with payments for these loans. At December 31, 2012, our residential real estate included $17.3 million in adjustable rate loans, or 2.9% of our total loan portfolio, and $168.0 million in fixed rate loans, or 28.3% of our total loan portfolio.

Our home equity loans totaled $34.4 million, or 5.8% of total loans at December 31, 2012. Home equity loans include $15.8 million in fixed rate loans, or 2.7% of total loans, and $18.6 million in adjustable rate loans, or 3.1% of total loans. These loans may be originated in amounts of the existing first mortgage, or up to 80% of the value of the property securing the loan. The term to maturity on our home equity and home improvement loans may be up to 15 years.

Consumer Loans. Consumer loans are generally originated at higher interest rates than residential and commercial real estate loans, but they also generally tend to have a higher credit risk than residential real estate loans because they are usually unsecured or secured by rapidly depreciable assets. Management, however, believes that offering consumer loan products helps to expand and create stronger ties to our existing customer base by increasing the number of customer relationships and providing cross-marketing opportunities.

We offer a variety of consumer loans to retail customers in the communities we serve. Examples of our consumer loans include automobile loans, secured passbook loans, credit lines tied to deposit accounts to provide overdraft protection, and unsecured personal loans. At December 31, 2012, the consumer loan portfolio totaled $2.4 million, or 0.4% of total loans. Our consumer lending will allow us to diversify our loan portfolio while continuing to meet the needs of the individuals and businesses that we serve.

Loans collateralized by rapidly depreciable assets such as automobiles or that are unsecured entail greater risks than residential real estate loans. In such cases, repossessed collateral for a defaulted loan may not provide an adequate source of repayment of the outstanding loan balance, since there is a greater likelihood of damage, loss or depreciation of the underlying collateral. The remaining deficiency often does not warrant further substantial collection efforts against the borrower beyond obtaining a deficiency judgment. Further, collections on these loans are dependent on the borrower’s continuing financial stability and, therefore, are more likely to be adversely affected by job loss, divorce, illness or personal bankruptcy. There was no repossessed collateral relating to consumer loans at December 31, 2012. Finally, the application of various federal and state laws, including federal and state bankruptcy and insolvency laws, may limit the amount which can be recovered on such loans if a borrower defaults.

Loan Approval Procedures and Authority. Individuals authorized to make loans on our behalf are designated by our Senior Lending Officer and approved by the Board of Directors. Each designated loan officer has loan approval authority up to prescribed limits that depend upon the officer’s level of experience.

Upon receipt of a completed loan application from a prospective borrower, we order a credit report and verify other information. If necessary, we obtain additional financial or credit related information. We also require an appraisal for all commercial real estate loans greater than $250,000, which is performed by licensed or certified third-party appraisal firms and reviewed by our credit administration department.

Loans that are $250,000 or under, an assessment of valuation will be performed by a qualified individual. The individual performing the assessment of valuation is independent from the loan production and will validate the evaluation methodology by supporting criteria. If the valuation assessment is over 70% Loan to Value (LTV) a full appraisal will be ordered by a licensed appraiser. For loan amounts over $250,000 a full appraisal is required by a licensed appraiser.

Commercial and Industrial Loans and Commercial Real Estate Loans. We lend up to a maximum loan-to-value ratio of 85% on commercial properties and the majority of these loans require a minimum debt coverage ratio of 1.15. Commercial real estate lending involves additional risks compared with one-to-four-family residential lending. Because payments on loans secured by commercial real estate properties are often dependent on the successful operation or management of the properties, and/or the collateral value of the commercial real estate securing the loan, repayment of such loans may be subject, to a greater extent, to adverse conditions in the real estate market or the economy. Also, commercial real estate loans typically involve large loan balances to single borrowers or groups of related borrowers. Our loan policies limit the amounts of loans to a single borrower or group of borrowers to reduce this risk.

Our lending policies permit our underwriting department to review and approve commercial and industrial loans and commercial real estate loans up to $1.0 million. Any commercial and industrial or commercial real estate loan application that exceeds $1.0 million or that would result in the borrower’s total credit exposure with us to exceed $1.0 million, or whose approval requires an exception to our standard loan approval procedures, requires approval of the Executive Committee of the Board of Directors. An example of an exception to our standard loan approval procedures would be if a borrower was located outside our primary lending area. For loans requiring Board approval, management is responsible for presenting to the Board information about the creditworthiness of a borrower and the estimated value of the subject equipment or property. Generally, these determinations are based on financial statements, corporate and personal tax returns, as well as any other necessary information, including real estate and or equipment appraisals.

Home Equity Loans. We originate and fund home equity loans. These loans may be originated in amounts up to 80% (CLTV) of the current value of the property. Our underwriting department may approve home equity loans up to $150,000. Home equity loans in amounts greater than $150,000 and up to $300,000 may be approved by certain officers who have been approved by the Board of Directors. Home equity loans over $300,000, or who approval requires an exception to our standard approval procedures, are reviewed and approved by the Executive Committee of the Board of Directors.

Asset Quality

One of our key operating objectives has been and continues to be the achievement of a high level of asset quality. We maintain a large proportion of loans secured by residential and commercial properties, set sound credit standards for new loan originations and follow careful loan administration procedures. We also utilize the services of an outside consultant to conduct credit quality reviews of our commercial and industrial and commercial real estate loan portfolio on at least an annual basis.

Nonaccrual Loans and Foreclosed Assets. Our policies require that management continuously monitor the status of the loan portfolio and report to the Board of Directors on a monthly basis. These reports include information on nonaccrual loans and foreclosed real estate, as well as our actions and plans to cure the nonaccrual status of the loans and to dispose of the foreclosed property.

The following table presents information regarding nonperforming mortgage, consumer and other loans, and foreclosed real estate as of the dates indicated. All loans where the payment is 90 days or more in arrears as of the closing date of each month are placed on nonaccrual status. At December 31, 2012, 2011 and 2010, we had $3.0 million, $2.9 million, and $3.2 million, respectively, of nonaccrual loans. If all nonaccrual loans had been performing in accordance with their terms, we would have earned additional interest income of $406,000, $287,000 and $159,000 for the years ended December 31, 2012, 2011 and 2010, respectively.

	At December 31,
	2012			2011			2010			2009			2008
	(Dollars in thousands)
Nonaccrual real estate loans:
Residential	$	939		$	670		$	629		$	784		$	905
Home equity		103			230			144			225			239
Commercial real estate		1,558			1,879			1,892			782			1,460
Total nonaccrual real estate loans		2,600			2,779			2,665			1,791			2,604
Other loans:
Commercial and industrial		409			154			539			3,675			6,195
Consumer		-			-			-			4			6
Total nonaccrual other loans		409			154			539			3,679			6,201
Total nonperforming loans		3,009			2,933			3,204			5,470			8,805
Foreclosed real estate, net		964			1,130			223			1,662			-
Total nonperforming assets	$	3,973		$	4,063		$	3,427		$	7,132		$	8,805
Nonperforming loans to total loans		0.51	%		0.53	%		0.63	%		1.15	%		1.83	%
Nonperforming assets to total assets		0.31			0.32			0.28			0.60			0.79

Allowance for Loan Losses. The following table presents the activity in our allowance for loan losses and other ratios at or for the dates indicated.

	At or for Years Ended December 31,
	2012			2011			2010			2009			2008
	(Dollars in thousands)
Balance at beginning of year	$	7,764		$	6,934		$	7,645		$	8,796		$	5,726

Charge-offs:
Residential		-			(2	)		(36	)		-			(131	)
Commercial real estate		(195	)		(175	)		(7,536	)		(50	)		-
Home equity loans		(155	)		-			-			(117	)		-
Commercial and industrial		(391	)		(442	)		(2,129	)		(4,910	)		(284	)
Consumer		(27	)		(21	)		(16	)		(22	)		(34	)
Total charge-offs		(768	)		(640	)		(9,717	)		(5,099	)		(449	)

Recoveries:
Residential		3			6			7			-			-
Commercial real estate		78			140			8			-			-
Home equity loans		2			3			4			6			4
Commercial and industrial		7			90			21			2			4
Consumer		10			25			43			40			58
Total recoveries		100			264			83			48			66

Net charge-offs		(668	)		(376	)		(9,634	)		(5,051	)		(383	)

Provision for loan losses		698			1,206			8,923			3,900			3,453

Balance at end of year	$	7,794		$	7,764		$	6,934		$	7,645		$	8,796

Total loans receivable (1)	$	593,944		$	553,139		$	508,584		$	476,434		$	480,338

Average loans outstanding	$	573,642		$	536,084		$	482,215		$	476,214		$	444,492

Allowance for loan losses as a
percent of total loans receivable		1.31	%		1.40	%		1.36	%		1.60	%		1.83	%

Net loans charged-off as a percent
of average loans outstanding		0.12			0.07			2.00			1.06			0.09
_________________________
(1) Does not include unearned premiums, deferred costs and fees, or allowance for loan losses.

We maintain an allowance for loan losses to absorb losses inherent in the loan portfolio based on ongoing quarterly assessments of the estimated losses. Our methodology for assessing the appropriateness of the allowance consists of a review of the components, which include a specific valuation allowance for impaired loans and a general allowance for non-impaired loans. The specific valuation allowance incorporates the results of measuring impairment for specifically identified non-homogenous problem loans and, as applicable, troubled debt restructurings (“TDRs”). The specific allowance reduces the carrying amount of the impaired loans to their estimated fair value, less costs to sell, if collateral dependent. A loan is recognized as impaired when it is probable that principal and/or interest are not collectible in accordance with the loan’s contractual terms. The general allowance is calculated by applying loss factors to outstanding loans by type, excluding loans for which a specific allowance has been determined. As part of this analysis, each quarter we prepare an allowance for loan losses worksheet which categorizes the loan portfolio by risk characteristics such as loan type and loan grade. The general allowance is inherently subjective as it requires material estimates that may be susceptible to significant change. There are a number of factors that are considered when evaluating the appropriate level of the allowance. These factors include current economic and business conditions that affect our key lending areas, new loan products, collateral values, loan volumes and concentrations, credit quality trends such as nonperforming loans, delinquency and loan losses, and specific industry concentrations within the portfolio segments that may impact the collectability of the loan portfolio. For information on our methodology for assessing the appropriateness of the allowance for loan losses please see Footnote 1 – “Summary of Significant Accounting Policies” of our notes to consolidated financial statements.

In addition, management employs an independent third party to perform a semi-annual review of a sample of our commercial and industrial loans and owner occupied commercial real estate loans. During the course of their review, the third party examines a sample of loans, including new loans, existing relationships over certain dollar amounts and classified assets.

Our methodologies include several factors that are intended to reduce the difference between estimated and actual losses; however, because these are management’s best estimates based on information known at the time, estimates may differ from actual losses incurred. The loss factors that are used to establish the allowance for pass graded loans are designated to be self-correcting by taking into account changes in loan classification, loan concentrations and loan volumes and by permitting adjustments based on management’s judgments of qualitative factors as of the evaluation date. Similarly, by basing the pass graded loan loss factors on loss experience over the prior six years, the methodology is designed to take loss experience into account.

Our allowance methodology has been applied on a consistent basis. Based on this methodology, we believe that we have established and maintained the allowance for loan losses at appropriate levels. Future adjustments to the allowance for loan losses, however, may be necessary if economic, real estate and other conditions differ substantially from the current operating environment resulting in estimated and actual losses differing substantially. Adjustments to the allowance for loan losses are charged to income through the provision for loan losses.

A summary of the components of the allowance for loan losses is as follows:

	December 31, 2012						December 31, 2011						December 31, 2010
	Specific		General		Total		Specific		General		Total		Specific		General		Total
	(In thousands)
Real estate mortgage:
Residential and home equity	$	57	$	1,689	$	1,746	$	109	$	1,422	$	1,531	$	-	$	877	$	877
Commercial		377		3,029		3,406		449		3,055		3,504		-		3,182		3,182
Commercial and industrial		104		2,063		2,167		39		2,673		2,712		19		2,830		2,849
Consumer		-		13		13		-		17		17		-		26		26
Unallocated		-		462		462		-		-		-		-		-		-
Total	$	538	$	7,256	$	7,794	$	597	$	7,167	$	7,764	$	19	$	6,915	$	6,934

	December 31, 2009						December 31, 2008
	Specific		General		Total		Specific		General		Total
	(In thousands)
Real estate mortgage:
Residential and home equity	$	-	$	487	$	487	$	-	$	462	$	462
Commercial		-		2,371		2,371		-		2,216		2,216
Commercial and industrial		875		3,873		4,748		2,286		3,776		6,062
Consumer		-		39		39		-		56		56
Total	$	875	$	6,770	$	7,645	$	2,286	$	6,510	$	8,796

In addition, the OCC, as an integral part of its examination process, periodically reviews our loan and foreclosed real estate portfolios and the related allowance for loan losses and valuation allowance for foreclosed real estate. The OCC may require us to adjust the allowance for loan losses or the valuation allowance for foreclosed real estate based on their judgment of information available to them at the time of their examination, thereby adversely affecting our results of operations. There were no adjustments recommended during 2012.

For the year ended December 31, 2012, we provided $698,000 to the allowance for loan losses based on our valuation of the items discussed above. We believe that the allowance for loan losses adequately reflects the level of incurred losses in the current loan portfolio as of December 31, 2012.

Allocation of Allowance for Loan Losses. The following tables set forth the allowance for loan losses allocated by loan category, the total loan balances by category, and the percent of loans in each category to total loans.

	December 31, 2012							December 31, 2011							December 31, 2010
Loan Category	Amount of Allowance for Loan Losses		Loan Balances by Category		Percent of Loans in Each Category to Total Loans			Amount of Allowance for Loan Losses		Loan Balances by Category		Percent of Loans in Each Category to Total Loans			Amount of Allowance for Loan Losses		Loan Balances by Category		Percent of Loans in Each Category to Total Loans
	(In thousands)
Real estate mortgage:
Residential and home equity	$	1,746	$	219,697		36.99	%	$	1,531	$	192,458		34.79	%	$	877	$	148,796		29.26	%
Commercial		3,406		245,764		41.38			3,504		232,491		42.03			3,182		221,578		43.57
Commercial loans		2,167		126,052		21.22			2,712		125,739		22.73			2,849		135,250		26.59
Consumer loans		13		2,431		0.41			17		2,451		0.44			26		2,960		0.58
Unallocated		462		-		0.00			-		-		0.00			-		-		0.00
Total allowances for loan losses	$	7,794	$	593,944		100.00	%	$	7,764	$	553,139		100.00	%	$	6,934	$	508,584		100.00	%

	December 31, 2009							December 31, 2008
	Amount of Allowance for Loan Losses		Loan Balances by Category		Percent of Loans in Each Category to Total Loans			Amount of Allowance for Loan Losses		Loan Balances by Category		Percent of Loans in Each Category to Total Loans
	(In thousands)
Real estate mortgage:
Residential and home equity	$	487	$	99,054		20.79	%	$	462	$	98,372		20.48	%
Commercial		2,371		229,061		48.08			2,216		223,857		46.61
Commercial loans		4,748		145,012		30.44			6,062		153,861		32.03
Consumer loans		39		3,307		0.69			56		4,248		0.88
Total allowances for loan losses	$	7,645	$	476,434		100.00	%	$	8,796	$	480,338		100.00	%

Potential Problem Loans. We have no potential problem loans not reported as impaired at December 31, 2012.

Investment Activities. The Board of Directors reviews and approves our investment policy on an annual basis. The Chief Executive Officer and Chief Financial Officer, as authorized by the Board of Directors, implement this policy based on the established guidelines within the written policy.

Our investment policy is designed primarily to manage the interest rate sensitivity of our assets and liabilities, to generate a favorable return without incurring undue interest rate and credit risk, to complement our lending activities and to provide and maintain liquidity within the range established by policy. In determining our investment strategies, we consider our interest rate sensitivity, yield, credit risk factors, maturity and amortization schedules, and other characteristics of the securities to be held.

Federally chartered savings banks have authority to invest in various types of assets, including U.S. Treasury obligations, securities of various government-sponsored enterprises, mortgage-backed securities, certain certificates of deposit of insured financial institutions, repurchase agreements, overnight and short-term loans to other banks and corporate debt instruments.

Securities Portfolio. In August 2010, we transferred all of our held-to-maturity securities to the available-for-sale category. We determined that we no longer had the positive intent to hold our securities classified as held-to-maturity for an indefinite period of time because of our desire to have more flexibility in managing the investment portfolio. The securities transferred had a total amortized cost of $287.1 million and a fair value of $299.7 million, and the net unrealized gain of $12.6 million was recorded as other comprehensive income at the time of transfer. Available for sale securities are reported at fair value. At December 31, 2012 and 2011, the entire securities portfolio was classified as available-for-sale and totaled $621.5 million and $617.5 million, respectively.

We invest in government-sponsored enterprise debt securities which consist of bonds issued by the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation. We also invest in municipal bonds issued by cities and towns in Massachusetts that are rated as investment grade by Moody’s, Standard and Poor’s, or Fitch, the majority of which are also independently insured. These securities generally have maturities between four and twenty years; however, many have earlier call dates. In addition, we have investments in Federal Home Loan Bank stock and mutual funds that invest only in securities allowed by the OCC.

Our mortgage-backed securities, the majority of which are directly or indirectly insured or guaranteed by Freddie Mac, Ginnie Mae or Fannie Mae, consist of both fixed rate and adjustable rate securities primarily with average lives of less than five years.

The following table sets forth the composition of our securities portfolio at the dates indicated.

	At December 31,
	2012				2011				2010
	Amortized		Fair		Amortized		Fair		Amortized		Fair
	Cost		Value		Cost		Value		Cost		Value
	(In thousands)
Debt Securities:
Government sponsored enterprise obligations	$	60,840	$	62,060	$	23,761	$	24,752	$	18,447	$	17,864
State and municipal bonds		38,788		40,846		43,393		45,874		42,119		43,077
Corporate Bonds		50,782		52,337		-		-		-		-
Total debt securities		150,410		155,243		67,154		70,626		60,566		60,941

Mortgage-backed securities:
Government sponsored mortgage-backed securities		318,951		328,023		377,447		386,227		381,436		380,984
U.S. government guaranteed mortgage-backed securities		124,650		130,735		148,938		152,875		192,609		187,676
Private label residential mortgage-backed		-		-		2,068		1,567		8,251		7,578
Total mortgage-backed securities		443,601		458,758		528,453		540,669		582,296		576,238

Marketable equity securities:
Mutual funds		5,998		6,046		5,813		5,854		5,308		5,272
Common and preferred stock		1,310		1,460		393		388		39		16
Total marketable equity securities		7,308		7,506		6,206		6,242		5,347		5,288

Total securities	$	601,319	$	621,507	$	601,813	$	617,537	$	648,209	$	642,467

Mortgage-Backed Securities. The following table sets forth the amortized cost and fair value of our mortgage-backed securities, which are classified as available for sale or held to maturity at the dates indicated.

	At December 31,
	2012							2011							2010
	Amortized		Percent of			Fair		Amortized		Percent of			Fair		Amortized		Percent of			Fair
	Cost		Total			Value		Cost		Total			Value		Cost		Total			Value
	(Dollars in thousands)
Available for sale:
Government sponsored residential mortgage-backed	$	318,951		71.90	%	$	328,023	$	377,447		71.43	%	$	386,227	$	381,436		65.50	%	$	380,984
U.S. government guaranteed residential mortgage-backed		124,650		28.10			130,735		148,938		28.18			152,875		192,609		33.08			187,676
Private-label residential		-		-			-		2,068		0.39			1,567		8,251		1.42			7,578

Total mortgage-backed securities	$	443,601		100.00	%	$	458,758	$	528,453		100.00	%	$	540,669	$	582,296		100.00	%	$	576,238

Securities Portfolio Maturities. The composition and maturities of the debt securities portfolio and the mortgage-backed securities portfolio at December 31, 2012 are summarized in the following table. Maturities are based on the final contractual payment dates, and do not reflect the impact of prepayments or redemptions that may occur.

						More than One Year					More than Five Years
	One Year or Less					through Five Years					through Ten Years					More than Ten Years					Total Securities
			Weighted					Weighted					Weighted					Weighted							Weighted
	Amortized		Average			Amortized		Average			Amortized		Average			Amortized		Average			Amortized		Fair		Average
	Cost		Yield			Cost		Yield			Cost		Yield			Cost		Yield			Cost		Value		Yield
	(Dollars in thousands)
Debt securities:
Government sponsored enterprise obligations	$	-		-	%	$	9,659		3.23	%	$	36,226		2.22	%	$	14,955		3.32	%	$	60,840	$	62,060		2.65	%
State and municipal bonds		1,872		3.75			14,850		3.76			16,520		3.82			5,546		4.14			38,788		40,846		3.84
Corporate Bonds		-		-			19,794		3.72			30,988		2.71			-		-			50,782		52,337		3.11
Total debt securities		1,872		3.75			44,303		3.63			83,734		2.72			20,501		3.54			150,410		155,243		3.11

Mortgage-backed securities:
Government sponsored residential mortgage-backed		-		-			-		-			40,567		2.76			278,384		2.53			318,951		328,023		2.56
U.S. government guaranteed residential mortgage-backed		-		-			-		-			-		-			124,650		2.80			124,650		130,735		2.80
Total mortgage-backed securities		-		-			-		-			40,567		2.76			403,034		2.62			443,601		458,758		2.63

Total	$	1,872		3.75	%	$	44,303		3.63	%	$	124,301		2.73	%	$	423,535		2.66	%	$	594,011	$	614,001		2.75	%

Sources of Funds

General. Deposits, short-term borrowings, long-term debt, scheduled amortization and prepayments of loan principal, maturities and calls of securities and funds provided by operations are our primary sources of funds for use in lending, investing and for other general purposes. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources.”

Deposits. We offer a variety of deposit accounts having a range of interest rates and terms. We currently offer regular savings deposits (consisting of passbook and statement savings accounts), NOW accounts, noninterest-bearing demand accounts, money market accounts and time deposits. We have expanded the types of deposit products that we offer to include jumbo certificates of deposit, tiered money market accounts and customer repurchase agreements to complement our increased emphasis on attracting commercial banking relationships.

Deposit flows are influenced significantly by general and local economic conditions, changes in prevailing interest rates, pricing of deposits and competition. Our deposits are primarily obtained from areas surrounding our offices. We rely primarily on paying competitive rates, service and long-standing relationships with customers to attract and retain these deposits.

When we determine our deposit rates, we consider local competition, U.S. Treasury securities offerings and the rates charged on other sources of funds. Core deposits (defined as regular accounts, money market accounts, NOW accounts and demand accounts) represented 56.7% of total deposits on December 31, 2012 and 56.9% on December 31, 2011. At December 31, 2012 and December 31, 2011, time deposits with remaining terms to maturity of less than one year amounted to $172.1 million and $150.4 million, respectively. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Net Interest and Dividend Income” for information relating to the average balances and costs of our deposit accounts for the years ended December 31, 2012, 2011 and 2010.

Deposit Distribution and Weighted Average Rates. The following table sets forth the distribution of our deposit accounts, by account type, at the dates indicated.

	At December, 31
	2012								2011								2010
	Amount		Percent			Weighted Average Rates			Amount		Percent			Weighted Average Rates			Amount		Percent			Weighted Average Rates
	(Dollars in thousands)

Demand deposits	$	114,388		15.18	%		-	%	$	100,157		13.66	%		-	%	$	85,217		12.17	%		-	%
Now and checking accounts		52,595		6.98			0.30			71,470		9.75			0.66			83,621		11.94			1.08
Regular accounts		92,188		12.24			0.17			98,628		13.46			0.31			101,333		14.47			0.62
Money market accounts		168,195		22.32			0.38			146,935		20.05			0.61			76,184		10.88			0.57
Total non-certificated accounts		427,366		56.72			0.22			417,190		56.92			0.40			346,355		49.46			0.57

Time certificates of deposit:
Due within the year		172,065		22.84			1.12			150,397		20.52			1.05			236,926		33.83			1.79
Over 1 year through 3 years		137,200		18.21			1.88			132,444		18.07			2.12			72,582		10.36			2.22
Over 3 years		16,782		2.23			1.66			32,927		4.49			2.07			44,472		6.35			2.62
Total certificated accounts		326,047		43.28			1.46			315,768		43.08			1.60			353,980		50.54			1.98

Total	$	753,413		100.00	%		0.76	%	$	732,958		100.00	%		0.92	%	$	700,335		100.00	%		1.28	%

Certificate of Deposit Maturities. At December 31, 2012, we had $121.0 million in time certificates of deposit with balances of $100,000 and over maturing as follows:

Maturity Period	Amount		Weighted Average Rate
	(In thousands)

3 months or less	$	14,289		0.87	%
Over 3 months through 6 months		16,688		0.80
Over 6 months through 12 months		28,484		1.29
Over 12 months		61,501		1.91
Total	$	120,962		1.49	%

Certificate of Deposit Balances by Rates. The following table sets forth, by interest rate ranges, information concerning our time certificates of deposit at the dates indicated.

	At December 31, 2012
	Period to Maturity
	Less than One Year		One to Two Years		Two to Three Years		More than Three Years		Total		Percent of Total
	(Dollars in thousands)

1.00% and under	$	105,393	$	13,008	$	6,269	$	67	$	124,737		38.26	%
1.01% to 2.00%		42,158		31,238		26,266		16,450		116,112		35.61
2.01% to 3.00%		24,094		42,412		17,861		265		84,632		25.96
3.01% to 4.00%		22		10		136		-		168		0.05
4.01% and over		398		-		-		-		398		0.12
Total	$	172,065	$	86,668	$	50,532	$	16,782	$	326,047		100.00	%

Short-term borrowings and long-term debt. We also utilize short-term borrowings and long-term debt as an additional source of funds to finance our lending and investing activities and to provide liquidity for daily operations. Short-term borrowings are made up of Federal Home Loan Bank of Boston (“FHLBB”) advances with an original maturity of less than one year as well as customer repurchase agreements, which have an original maturity of one day. Short-term borrowings issued by the FHLBB were $41.7 million at December 31, 2012 and $36.0 million at December 31, 2011. Our repurchase agreements are with commercial customers. These agreements are linked to customers’ checking accounts. Excess funds are swept out of certain commercial checking accounts and into repurchase agreements where the customers can earn interest on their funds. By law, a bank cannot pay interest on commercial checking accounts; however, interest can be paid on non-deposit products such as repurchase agreements. At December 31, 2012 and 2011, such repurchase agreement borrowings totaled $24.2 million and $17.0 million, respectively. In addition, we have a $4.0 million line of credit with Bankers Bank Northeast (“BBN”) at an interest rate determined and reset by BBN on a daily basis. At December 31, 2012, we had $4.0 million outstanding under this line. There were no advances outstanding under this line at December 31, 2011. As part of our contract with BBN, we are required to maintain a reserve balance of $300,000 with BBN for our use of this line.

Long-term debt consists of FHLBB advances, securities sold under repurchase agreements and customer repurchase agreements with an original maturity of one year or more. At December 31, 2012, we had $220.1 million in long-term debt with the FHLBB, $53.3 million in securities sold under repurchase agreements with an approved broker-dealer and $5.5 million in long-term customer repurchase agreements. This compares to $160.6 million in FHLBB advances and $81.3 million in securities sold under repurchase agreements with an approved broker-dealer and $5.4 million in long-term customer repurchase agreements at December 31, 2011. At December 31, 2012, securities sold under repurchase agreements of $53.3 million were executed with a weighted average interest rate of 2.9% and final maturities of $14.8 million in the year 2013, and $38.5 million in the year 2018. The securities sold under agreements to repurchase are callable at the issuer’s option beginning in the year 2012.

Regulation

Westfield Financial and the Bank are subject to extensive regulation under federal and state laws. The regulatory framework applicable to savings and loan holding companies and their insured depository institution subsidiaries is intended to protect depositors, the federal deposit insurance fund, consumers and the banking system as a whole, and not necessarily investors in savings and loan holding companies such as Westfield Financial.

Set forth below is a description of the significant elements of the laws and regulations applicable to Westfield Financial and the Bank. The description that follows is qualified in its entirety by reference to the full text of the statutes, regulations, policies and guidelines that are described.

Recent Regulatory Reforms. The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), enacted on July 21, 2010, significantly changed the bank regulatory landscape and has impacted and will continue to impact the lending, deposit, investment, trading and operating activities of insured depository institutions and their holding companies. The Dodd-Frank Act requires various federal agencies to adopt a broad range of new rules and regulations. Certain provisions of the Dodd-Frank Act applicable to Westfield Financial and the Bank are discussed herein.

International reforms, such as the Basel III capital requirements, have also been proposed to be implemented in the United States. In June 2012, the Board of Governors of the Federal Reserve System (“Federal Reserve Board”), the Office of the Comptroller of the Currency (“OCC”) and the Federal Deposit Insurance Corporation (“FDIC”) issued three proposals that would amend the existing capital adequacy requirements of insured depository institutions and their holding companies. The three proposals would, among other things, implement the Basel III capital standards, as well as the Basel II standardized approach for almost all banking organizations in the United States. The Basel III proposal would increase the minimum levels of required capital, narrow the definition of capital and place greater emphasis on common equity. The Basel II standardized proposal would modify the risk weights for various asset classes for purposes of calculating capital ratios. The U.S. rules are still pending with regulators, and Westfield Financial is still in the process of assessing the impacts of these complex proposals.

The requirements of the Dodd-Frank Act and other regulatory reforms continue to be implemented. It is difficult to predict at this time what specific impact certain provisions and yet to be finalized implementing rules and regulations will have on us, including any regulations promulgated by the Consumer Financial Protection Bureau (“CFPB”). Financial reform legislation and rules could have adverse implications on the financial industry, the competitive environment, and our ability to conduct business. Management will have to apply resources to ensure compliance with all applicable provisions of the regulatory reform including the Dodd-Frank Act and any implementing rules, which may increase our costs of operations and adversely impact our earnings.

Regulatory Agencies. Westfield Financial is a legal entity separate and distinct from the Bank and its other subsidiaries. As a savings and loan holding company, Westfield Financial is regulated under the Homeowners’ Loan Act of 1933, as amended (the “HOLA”), and is subject to inspection, examination and supervision by the Federal Reserve Board. In addition, the Federal Reserve Board has enforcement authority over Westfield Financial and its non-savings association subsidiaries.

The Bank is organized as a federal savings association under the HOLA. It is subject to broad regulation and examination as well as enforcement by the OCC as its primary supervisory agency, and by the FDIC as its deposit insurer.

Regulation of Savings and Loan Holding Companies. In general, the HOLA limits the business of savings and loan holding companies to that permitted for financial holding companies under the Bank Holding Company Act of 1956, as amended (the “BHC Act”). Permissible businesses includes banking, managing or controlling banks and other activities that the Federal Reserve Board has determined to be so closely related to banking as to be a proper incident thereto, as well as any activity that is either (i) financial in nature or incidental to such financial activity (as determined by the Federal Reserve Board in consultation with the Secretary of the Treasury) or (ii) complementary to a financial activity, and that does not pose a substantial risk to the safety and soundness of depository institutions or the financial system generally (as solely determined by the Federal Reserve Board). Activities that are financial in nature include, among others, securities underwriting and dealing, insurance underwriting and making merchant banking investments.

Mergers and Acquisitions. The HOLA, the federal Bank Merger Act and other federal and state statutes regulate direct and indirect acquisitions of savings associations. The HOLA requires the prior approval of the Federal Reserve Board for the direct or indirect acquisition of more than 5% of the voting shares of a savings association or its parent holding company. Under the Bank Merger Act, the prior approval of the OCC is required for a federal savings association to merge with another insured depository institution, where the resulting institution is a federal savings association, or to purchase the assets or assume the deposits of another insured depository institution. In reviewing applications seeking approval of merger and acquisition transactions, the federal banking agencies must consider, among other things, the competitive effect and public benefits of the transactions, the capital position of the combined organization, performance records under the Community Reinvestment Act of 1977 (“CRA”) (see the section captioned “Community Reinvestment Act” included elsewhere in this section) and the effectiveness of the subject organizations in combating money laundering.

Source of Strength Doctrine. Federal Reserve Board policy requires savings and loan holding companies to act as a source of financial and managerial strength to their subsidiary savings associations. The Dodd-Frank Act codified the requirement that holding companies act as a source of financial strength. As a result, Westfield Financial is expected to commit resources to support the Bank, including at times when Westfield Financial may not be in a financial position to provide such resources. Any capital loans by a savings and loan holding company to any of its subsidiary savings associations are subordinate in right of payment to deposits and to certain other indebtedness of such subsidiary savings associations. In the event of a savings and loan holding company’s bankruptcy, any commitment by the savings and loan holding company to a federal banking agency to maintain the capital of a subsidiary insured depository institution will be assumed by the bankruptcy trustee and entitled to priority of payment.

Dividends. The principal source of Westfield Financial’s liquidity is dividends from the Bank. The OCC imposes various restrictions or requirements on the Bank’s ability to make capital distributions, including cash dividends. The prior approval of the OCC is required if the total of all distributions, including the proposed distribution, declared by a federal savings association in any calendar year would exceed an amount equal to the Bank’s net income for the year-to-date plus the Bank’s retained net income for the previous two years, or that would cause the Bank to be less than well capitalized. In addition, section 10(f) of the HOLA requires a subsidiary savings association of a saving and loan holding company, such as Bank, to file a notice with the Federal Reserve prior to declaring certain types of dividends. At December 31, 2012, there were $0.0 million of retained earnings available for the payment of dividends by the Bank to Westfield Financial without prior approval of the OCC. The Bank paid the Westfield Financial $42.4 million in dividends during the year ended December 31, 2012.

In addition, Westfield Financial and the Bank are subject to other regulatory policies and requirements relating to the payment of dividends, including requirements to maintain adequate capital above regulatory minimums. The appropriate federal banking agency is authorized to determine, under certain circumstances relating to the financial condition of a savings and loan holding company or a savings association, that the payment of dividends would be an unsafe or unsound practice and to prohibit payment thereof. The federal banking agencies have indicated that paying dividends that deplete an insured depository institution’s capital base to an inadequate level would be an unsafe and unsound banking practice and that banking organizations should generally pay dividends only out of current operating earnings.

Regulation of Federal Savings Banks.

Business Activities. The Bank derives its lending and investment powers from the HOLA and the regulations of the OCC thereunder. Those laws and regulations limit the Bank’s authority to invest in certain types of assets and to make certain types of loans. Permissible investments include, but are not limited to, mortgage loans secured by residential and commercial real estate, commercial and consumer loans, certain types of debt securities, and certain other assets. The Bank may also establish service corporations that may engage in activities not otherwise permissible for the Bank, including certain real estate equity investments and securities and insurance brokerage.

Loans to One Borrower. Generally, a federal savings bank may not make a loan or extend credit to a single borrower or related group of borrowers in excess of 15% of unimpaired capital and surplus. An additional amount may be loaned, equal to 10% of unimpaired capital and surplus, if the loan is secured by readily marketable collateral, which generally does not include real estate. As of December 31, 2012, we were in compliance with these limitations on loans to one borrower.

Qualified Thrift Lender Test. Under federal law, as a federal savings association the Bank must comply with the qualified thrift lender, or “QTL” test. Under the QTL test, the Bank is required to maintain at least 65% of its “portfolio assets” in certain “qualified thrift investments” in at least nine months of the most recent 12-month period. “Portfolio assets” means, in general, the Bank’s total assets less the sum of:

●	specified liquid assets up to 20% of total assets;

●	goodwill and other intangible assets; and

●	value of property used to conduct the Bank’s business.

“Qualified thrift investments” include certain assets that are includable without limit, such as residential and manufactured housing loans, home equity loans, education loans, small business loans, credit card loans, mortgage backed securities, Federal Home Loan Bank stock and certain U.S. government obligations. In addition, certain assets are includable as “qualified thrift investments” in an amount up to 20% of portfolio assets, including certain consumer loans and loans in “credit-needy” areas.

The Bank may also satisfy the QTL test by qualifying as a “domestic building and loan association” as defined in the Internal Revenue Code. Failure by the Bank to maintain its status as a QTL would result in restrictions on activities, including restrictions on branching and the payment of dividends. If the Bank were unable to correct that failure for a specified period of time, it must either continue to operate under those restrictions on its activities or convert to a national bank charter. The Bank met the QTL test in each of the prior 12 months and, therefore, is a “qualified thrift lender.”

Capital Requirements. The OCC regulations require the Bank to meet the following minimum capital standards:

(1)

a tangible capital ratio requirement of 1.5% of adjusted total assets, as adjusted under OCC regulations;

(2)

a leverage ratio requirement of 3% of core capital to adjusted total assets, if a savings association has been assigned the highest composite rating of 1 under the Uniform Financial Institutions Rating System; otherwise, the minimum leverage ratio requirement for any other savings association that does not have a composite rating of 1 will be 4% of core capital to adjusted total assets, unless a higher leverage ratio is warranted by the particular circumstances or risk profile of the savings association;

(3)

a Tier 1 risk-based capital ratio of 4.0%; and

(4)

a risk-based capital ratio requirement of 8% of the Bank’s risk-weighted assets, provided that the amount of supplementary capital used to satisfy this requirement may not exceed 100% of the Bank’s core capital.

In determining the amount of risk-weighted assets for purposes of the risk-based capital requirement, a savings association must multiply its on-balance sheet assets and certain off-balance sheet items by the appropriate risk weights, which range from 0% for cash and obligations issued by the United States government or its agencies to 100% for consumer and commercial loans, as assigned by the OCC capital regulation based on the risks found by the OCC to be inherent in the type of asset.

Tangible capital is defined, generally, as common shareholders’ equity (including retained earnings), non-cumulative perpetual preferred stock and related earnings, nonwithdrawable accounts and pledged deposits that would qualify as core capital, and minority interests in equity accounts of fully consolidated subsidiaries, less deductions such as certain intangible assets. Core capital (or Tier 1 capital) is defined similarly to tangible capital. Supplementary capital (or Tier 2 capital) includes elements such as cumulative perpetual preferred and other perpetual preferred stock, mandatory convertible subordinated debt securities, perpetual subordinated debt, and the allowance for loan and lease losses (“ALLL”). In addition, up to 45% of unrealized gains on available-for-sale equity securities with readily determinable fair values may be included in Tier 2 capital. The ALLL includable in Tier 2 capital is limited to a maximum of 1.25% of risk-weighted assets.

At December 31, 2012, the Bank exceeded each of the applicable regulatory capital requirements. Prior to the enactment of Dodd-Frank, savings and loan holding companies were not subject to regulatory capital requirements. Pursuant to Dodd-Frank, Westfield Financial, as a savings and loan holding company, will be subject to capital requirements to be determined by the Federal Reserve Board through its rulemaking authority. Those requirements will be at least as stringent as those applicable to insured depository institutions.

Liquidity. The Bank is required to maintain a sufficient amount of liquid assets to ensure its safe and sound operation.

Community Reinvestment. The Bank has a responsibility under the CRA to help meet the credit needs of its communities, including low and moderate-income neighborhoods. The CRA does not establish specific lending requirements or programs for insured depository institutions nor does it limit an institution’s discretion to develop the types of products and services that it believes are best suited to its particular community, consistent with the CRA. In connection with its examination, the OCC assesses the Bank’s record of compliance with the CRA. The Bank’s failure to comply with the provisions of the CRA could, at a minimum, result in regulatory restrictions on its activities and the activities of Westfield Financial. The Bank’s latest CRA rating was “satisfactory.”

Consumer Protection. The Bank is subject to a number of federal and state laws designed to protect borrowers and promote lending to various sectors of the economy and population. These laws include the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Truth in Lending Act, the Home Mortgage Disclosure Act, the Real Estate Settlement Procedures Act, various state law counterparts, and the Consumer Financial Protection Act of 2010, which constitutes part of the Dodd-Frank Act and established the CFPB.

On January 10, 2013, the CFPB issued a final rule implementing the ability-to-repay and qualified mortgage (QM) provisions of the Truth in Lending Act, as amended by the Dodd-Frank Act (the “QM Rule”). The ability-to-repay provision requires creditors to make reasonable, good faith determinations that borrowers are able to repay their mortgages before extending the credit based on a number of factors and consideration of financial information about the borrower from reasonably reliable third-party documents. Under the Dodd-Frank Act and the QM Rule, loans meeting the definition of “qualified mortgage” are entitled to a presumption that the lender satisfied the ability-to-repay requirements. The presumption is a conclusive presumption/safe harbor for prime loans meeting the QM requirements, and a rebuttable presumption for higher-priced/subprime loans meeting the QM requirements. The definition of a “qualified mortgage” incorporates the statutory requirements, such as not allowing negative amortization or terms longer than 30 years. The QM Rule also adds an explicit maximum 43% debt-to-income ratio for borrowers if the loan is to meet the QM definition, though some mortgages that meet GSE, FHA and VA underwriting guidelines may, for a period not to exceed seven years, meet the QM definition without being subject to the 43% debt-to-income limits. The QM Rule will become effective January 10, 2014.

Transactions with Affiliates. Under federal law, transactions between insured depository institutions and their affiliates are governed by Sections 23A and 23B of the Federal Reserve Act (“FRA”). In a holding company context, at a minimum, the parent holding company of a bank or savings association, and any companies which are controlled by such parent holding company, are affiliates of the bank or savings association. Generally, sections 23A and 23B are intended to protect insured depository institutions from losses arising from transactions with non-insured affiliates, by limiting the extent to which a depository institution or its subsidiaries may engage in covered transactions with any one affiliate and with all affiliates of the depository institution in the aggregate, and by requiring that such transactions be on terms that are consistent with safe and sound banking practices.

Loans to Insiders. Section 22(h) of the FRA restricts loans to directors, executive officers, and principal stockholders (“insiders”). Under Section 22(h), loans to insiders and their related interests may not exceed, together with all other outstanding loans to such persons and affiliated entities, the insured depository institution’s total capital and surplus. Loans to insiders above specified amounts must receive the prior approval of the board of directors. Further, under Section 22(h), loans to directors, executive officers and principal stockholders must be made on terms substantially the same as offered in comparable transactions to other persons, except that such insiders may receive preferential loans made under a benefit or compensation program that is widely available to the bank’s employees and does not give preference to the insider over the employees. Section 22(g) of the FRA places additional limitations on loans to executive officers.

Enforcement. The OCC has primary enforcement responsibility over savings associations, including the Bank. This enforcement authority includes, among other things, the ability to assess civil money penalties, to issue cease and desist orders and to remove directors and officers. In general, these enforcement actions may be initiated in response to violations of laws and regulations as well as in response to unsafe or unsound practices.

Standards for Safety and Soundness. The Bank is subject to certain standards designed to maintain the safety and soundness of individual insured depository institutions and the banking system. The OCC has prescribed safety and soundness guidelines relating to (i) internal controls, information systems and internal audit systems; (ii) loan documentation; (iii) credit underwriting; (iv) interest rate exposure; (v) asset growth, concentration, and quality; (vi) earnings; and (vii) compensation and benefit standards for officers, directors, employees and principal shareholders. A savings association not meeting one or more of the safety and soundness guidelines may be required to file a compliance plan with the OCC.

Prompt Corrective Action. The federal banking agencies have established by regulation, for each capital measure, the levels at which an insured institution is “well-capitalized,” “adequately capitalized,” “undercapitalized,” “significantly undercapitalized” or “critically undercapitalized.” The federal banking agencies are required to take prompt corrective action with respect to insured institutions that fall below the “adequately capitalized” level. Any insured depository institution that falls below the “adequately capitalized” level must submit a capital restoration plan, and, if its capital levels further decline or do not increase, will face increased scrutiny and more stringent supervisory action. As of December 31, 2012, the most recent notification from the OCC categorized the Bank as “well-capitalized” under the prompt corrective action framework.

Insurance of Deposit Accounts. The deposits of the Bank are insured up to applicable limits by the Deposit Insurance Fund (“DIF”) of the FDIC. The Bank is subject to deposit insurance assessments to maintain the DIF. The FDIC uses a risk-based assessment system that imposes insurance premiums based upon a risk matrix that takes into account an insured depository institution’s capital level and supervisory rating, knows as the CAMELS rating. The risk matrix utilizes four risk categories which are distinguished by capital levels and supervisory ratings.

In February 2011, the FDIC issued rules to implement changes to the deposit insurance assessment base, and risk-based assessments mandated by the Dodd-Frank Act. The base for insurance assessments changed from domestic deposits to consolidated assets less tangible equity. Assessment rates are calculated using formulas that take into account the risk of the institution being assessed. The rule was effective April 1, 2011. On September 28, 2011, the FDIC issued notification to insured depository institutions that the transition guidance for reporting certain leveraged and subprime loans on the Call Report had been extended from October 1, 2011 to April 1, 2012.

The Bank’s FDIC deposit insurance assessment expenses totaled $611,000, $683,000 and $751,000, for the years ended December 31, 2012, 2011, and 2010, respectively. FDIC insurance expense includes deposit insurance assessments and Financing Corporation (“FICO”) assessments related to outstanding FICO bonds. The FICO is a mixed-ownership government corporation established by the Competitive Equality Banking Act of 1987, whose sole purpose was to function as a financing vehicle for the now defunct Federal Savings & Loan Insurance Corporation.

Under the FDIA, the FDIC may terminate deposit insurance upon a finding that the institution has engaged in unsafe and unsound practices, is in an unsafe or unsound condition to continue operations, or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC. Management is not aware of any practice, condition or violation that might lead to the termination of the Bank’s deposit insurance.

Depositor Preference. The Federal Deposit Insurance Act (“FDIA”) provides that, in the event of the “liquidation or other resolution” of an insured depository institution, the claims of depositors of the institution, including the claims of the FDIC as subrogee of insured depositors, and certain claims for administrative expenses of the FDIC as a receiver, will have priority over other general unsecured claims against the institution. If an insured depository institution fails, insured and uninsured depositors, along with the FDIC, will have priority in payment ahead of unsecured, non-deposit creditors, including the parent bank holding company, with respect to any extensions of credit they have made to such insured depository institution.

Federal Home Loan Bank System. The Bank is a member of the Federal Home Loan Bank of Boston (“FHLBB”), which is one of the regional Federal Home Loan Banks comprising the Federal Home Loan Bank System. Each Federal Home Loan Bank serves as a central credit facility primarily for its member institutions. The Bank, as a member of the FHLBB, is required to acquire and hold shares of capital stock in the FHLBB. While the required percentages of stock ownership are subject to change by the FHLBB, the Bank was in compliance with this requirement with an investment in FHLBB stock at December 31, 2012 of $14.3 million. Any advances from a Federal Home Loan Bank must be secured by specified types of collateral, and all long-term advances may be obtained only for the purpose of providing funds for residential housing finance. If there are any developments that cause the value of our stock investment in the FHLBB to become impaired, we would be required to write down the value of our investment, which in turn could affect our net income and shareholders’ equity.

Federal Reserve System. Federal Reserve Board regulations require depository institutions to maintain non-interest-earning reserves against their transaction accounts (primarily interest-bearing and regular checking accounts). The Bank’s required reserves can be in the form of vault cash and, if vault cash does not fully satisfy the required reserves, in the form of a balance maintained with the Federal Reserve Bank of Boston. The Federal Reserve Board regulations currently require that reserves be maintained against aggregate transaction accounts except for transaction accounts up to $12.4 million, which are exempt. Transaction accounts greater than $12.4 million up to $79.5 million have a reserve requirement of 3%, and those greater than $79.5 million have a reserve requirement of $2.013 million plus 10% of the amount over $79.5 million. The Federal Reserve Board generally makes annual adjustments to the tiered reserves. The Bank is in compliance with these requirements.

Prohibitions Against Tying Arrangements. Federal savings associations are subject to prohibitions on certain tying arrangements. A savings association is prohibited, subject to some exceptions, from extending credit or offering any other service, or fixing or varying the consideration for such extension of credit or service, on the condition that the customer obtain some additional service from the institution or its affiliates or not obtain credit or services from a competitor of the institution.

Financial Privacy Laws. Federal law and certain state laws currently contain client privacy protection provisions. These provisions limit the ability of insured depository institutions and other financial institutions to disclose non-public information about consumers to affiliated companies and non-affiliated third parties. These rules require disclosure of privacy policies to clients and, in some circumstance, allow consumers to prevent disclosure of certain personal information to affiliates or non-affiliated third parties by means of “opt out” or “opt in” authorizations. Pursuant to the Gramm-Leach-Bliley Act and certain state laws companies are required to notify clients of security breaches resulting in unauthorized access to their personal information.

USA PATRIOT Act. Under Title III of the USA PATRIOT Act, all financial institutions are required to take certain measures to identify their customers, prevent money laundering, monitor customer transactions and report suspicious activity to U.S. law enforcement agencies. Financial institutions also are required to respond to requests for information from federal banking agencies and law enforcement agencies. Information sharing among financial institutions for the above purposes is encouraged by an exemption granted to complying financial institutions from the privacy provisions of Gramm Leach Bliley Act and other privacy laws. Financial institutions that hold correspondent accounts for foreign banks or provide private banking services to foreign individuals are required to take measures to avoid dealing with certain foreign individuals or entities, including foreign banks with profiles that raise money laundering concerns, and are prohibited from dealing with foreign “shell banks” and persons from jurisdictions of particular concern. The primary federal banking agencies and the Secretary of the Treasury have adopted regulations to implement several of these provisions. Financial institutions also are required to establish internal anti-money laundering programs. The effectiveness of institutions in combating money laundering activities is a factor to be considered in any application submitted by an insured depository institution under the Bank Merger Act. Westfield Financial and the Bank have in place a Bank Secrecy Act and USA PATRIOT Act compliance program and engage in limited transactions with foreign financial institutions or foreign persons.

Office of Foreign Assets Control Regulation. The United States has imposed economic sanctions that affect transactions with designated foreign countries, nationals and others. These are typically known as the “OFAC” rules based on their administration by the U.S. Treasury Department Office of Foreign Assets Control (“OFAC”). The OFAC-administered sanctions targeting countries take many different forms. Generally, the sanctions contain one or more of the following elements: i) restrictions on trade with or investment in a sanctioned country, including prohibitions against direct or indirect imports from and exports to a sanctioned country and prohibitions on “U.S. persons” engaging in financial transactions relating to making investments in, or providing investment-related advice or assistance to, a sanctioned country; and ii) a blocking of assets in which the government or specially designated nationals of the sanctioned country have an interest, by prohibiting transfers of property subject to U.S. jurisdiction (including property in the possession or control of U.S. persons). Blocked assets (e.g., property and bank deposits) cannot be paid out, withdrawn, set off or transferred in any manner without a license from OFAC. Failure to comply with these sanctions could have serious legal and reputational consequences.

Incentive Compensation. The Dodd-Frank Act requires publicly traded companies to give stockholders a non-binding vote on executive compensation at their first annual meeting taking place six months after the date of enactment and at least every three years thereafter and on so-called “golden parachute” payments in connection with approvals of mergers and acquisitions. The legislation also authorizes the Securities and Exchange Commission (“SEC”) to promulgate rules that would allow stockholders to nominate their own candidates using a company’s proxy materials. Additionally, the Dodd-Frank Act directs the federal banking regulators to promulgate rules requiring the reporting of incentive-based compensation and prohibiting excessive incentive-based compensation paid to executives of depository institutions and their holding companies with assets in excess of $1.0 billion, regardless of whether the company is publicly traded or not. In April 2011, the Federal Reserve Board, along with other federal banking agencies, issued a joint notice of proposed rulemaking implementing those requirements. The Dodd-Frank Act gives the SEC authority to prohibit broker discretionary voting on elections of directors, executive compensation matters and any other significant matter. At the 2012 Annual Meeting of Shareholders, Westfield Financial’s shareholders voted on a non-binding, advisory basis to hold a non-binding, advisory vote on the compensation of named executive officers of Westfield Financial annually. In light of the results, the Board of Directors determined to hold the vote annually.

Other Legislative Initiatives. From time to time, various legislative and regulatory initiatives are introduced in Congress and state legislatures, as well as by regulatory agencies. Such initiatives may include proposals to expand or contract the powers of bank and savings and loan holding companies and/or insured depository institutions or proposals to substantially change the financial institution regulatory system. Such legislation could change banking statutes and the operating environment of Westfield Financial in substantial and unpredictable ways. If enacted, such legislation could increase or decrease the cost of doing business, limit or expand permissible activities or affect the competitive balance among banks, savings associations, credit unions, and other financial institutions. Westfield Financial cannot predict whether any such legislation will be enacted, and, if enacted, the effect that it or any implementing regulations would have on the financial condition or results of operations of Westfield Financial. A change in statutes, regulations or regulatory policies applicable to Westfield Financial or any of its subsidiaries could have a material effect on the business of Westfield Financial.

Available Information

We maintain a website at www.westfieldbank.com. The website contains information about us and our operations. Through a link to the Investor Relations section of our website, copies of each of our filings with the SEC, on Form 10-K, Form 10-Q and Form 8-K and all amendments to those reports, can be viewed and downloaded free of charge as soon as reasonably practicable after the reports and amendments are electronically filed with or furnished to the SEC.

In addition, copies of any document we file with or furnish to the SEC may be obtained from the SEC at its public reference room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the SEC's public reference room by calling the SEC at 1-800-SEC-0330. You can request copies of these documents, upon payment of a duplicating fee, by writing to the SEC at its principal office at 100 F Street, N.E., Washington, D.C. 20549. The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file or furnish such information electronically with the SEC. Our SEC filings are accessible through the Internet at that website.

ITEM 1A.

RISK FACTORS

Our loan portfolio includes loans with a higher risk of loss. We originate commercial and industrial loans, commercial real estate loans, consumer loans, and residential mortgage loans primarily within our market area. In recent years, we have developed and implemented a lending strategy that focuses on residential real estate lending as well as servicing commercial customers, including increased emphasis on commercial and industrial lending and commercial deposit relationships. Commercial and industrial loans, commercial real estate loans, and consumer loans may expose a lender to greater credit risk than loans secured by residential real estate because the collateral securing these loans may not be sold as easily as residential real estate. In addition, commercial real estate and commercial and industrial loans may also involve relatively large loan balances to individual borrowers or groups of borrowers. These loans also have greater credit risk than residential real estate for the following reasons:

•

Commercial Real Estate Loans. Repayment is dependent on income being generated in amounts sufficient to cover operating expenses and debt service.

•

Commercial and Industrial Loans. Repayment is generally dependent upon the successful operation of the borrower's business.

•

Consumer Loans. Consumer loans are collateralized, if at all, with assets that may not provide an adequate source of payment of the loan due to depreciation, damage or loss.

Due to the ongoing economic recession, the real estate market and local economy are continuing to deteriorate, which has adversely affected the value of the properties securing the loans or revenues from the borrower’s business, thereby increasing the risk of non-performing loans. The decreases in real estate values have adversely affected the value of property used as collateral for our commercial real estate loans. The continued deterioration in the economy may also have a negative effect on the ability of our commercial borrowers to make timely repayments of their loans, which could have an adverse impact on our earnings. In addition, if poor economic conditions continue to result in decreased demand for loans, our profits may decrease because our alternative investments may earn less income for us than loans.

If our allowance for loan losses is not sufficient to cover actual loan losses, our earnings could decrease. Our loan customers may not repay their loans according to their terms and the collateral securing the payment of these loans may be insufficient to pay any remaining loan balance. We therefore may experience significant loan losses, which could have a material adverse effect on our operating results. Material additions to our allowance for loan losses also would materially decrease our net income, and the charge-off of loans may cause us to increase the allowance. We make various assumptions and judgments about the collectability of our loan portfolio, including the creditworthiness of our borrowers and the value of the real estate and other assets serving as collateral for the repayment of many of our loans. We rely on our loan quality reviews, our experience and our evaluation of economic conditions, among other factors, in determining the amount of the allowance for loan losses. If our assumptions prove to be incorrect, our allowance for loan losses may not be sufficient to cover losses inherent in our loan portfolio, resulting in additions to our allowance.

If a significant portion of any future unrealized losses in our portfolio of investment securities were to become other than temporarily impaired with credit losses, we would recognize a material charge to our earnings, and our capital ratios would be adversely impacted. As of December 31, 2012, the fair value of our securities portfolio was approximately $621.5 million. Factors beyond our control can significantly influence the fair value of securities in our portfolio and can cause potential adverse changes to the fair value of those securities. These factors include, but are not limited to, changes in interest rates, rating agency downgrades of the securities, defaults by the issuer or individual mortgagors with respect to the underlying securities, and instability in the credit markets. Any of the foregoing factors could cause an other-than-temporary impairment (OTTI) in future periods and result in realized losses.

We analyze our investment securities quarterly to determine whether, in the opinion of management, any of the securities have OTTI. To the extent that any portion of the unrealized losses in our portfolio of investment securities is determined to have OTTI and is credit loss related, we will recognize a charge to our earnings in the quarter during which such determination is made, and our capital ratios will be adversely impacted. Generally, a fixed income security is determined to have OTTI when it appears unlikely that we will receive all of the principal and interest due in accordance with the original terms of the investment. In addition to credit losses, losses are recognized for a security having an unrealized loss if the Company has the intent to sell the security or if it is more likely than not that the Company will be required to sell the security before collection of the principal amount.

If dividends are not paid on our investment in the FHLBB, or if our investment is classified as other-than-temporarily impaired, our earnings and/or shareholders’ equity could decrease. We own common stock of the FHLBB to qualify for membership in the Federal Home Loan Bank System and to be eligible to borrow funds under the FHLBB’s advance program. There is no market for our FHLBB common stock. There can be no assurance that such dividends will be declared in the future. Further, there can be no assurance that the impact of recent or future legislation on the Federal Home Loan Banks also will not cause a decrease in the value of the FHLBB stock held by us.

It is possible that the capitalization of a Federal Home Loan Bank, including the FHLBB, could be substantially diminished or reduced to zero. Consequently, we believe that there is a risk that our investment in FHLBB common stock could be deemed other-than-temporarily impaired at some time in the future, and if this occurs, it would cause our earnings and shareholders’ equity to decrease by the after-tax amount of the impairment charge.

Changes in interest rates could adversely affect our results of operations and financial condition. Our profitability, like that of most financial institutions, depends substantially on our net interest income, which is the difference between the interest income earned on our interest-earning assets and the interest expense paid on our interest-bearing liabilities. Increases in interest rates may decrease loan demand and make it more difficult for borrowers to repay adjustable rate loans. In addition, as market interest rates rise, we will have competitive pressures to increase the rates we pay on deposits, which will result in a decrease of our net interest income.

We also are subject to reinvestment risk associated with changes in interest rates. Changes in interest rates may affect the average life of loans and mortgage-related securities. Decreases in interest rates can result in increased prepayments of loans and mortgage-related securities as borrowers refinance to reduce borrowing costs. Under these circumstances, we are subject to reinvestment risk to the extent that we are unable to reinvest the cash received from such prepayments at rates that are comparable to the rates on existing loans and securities.

Changes in the national and local economy may affect our future growth possibilities. Our current market area is principally located in Hampden County, Massachusetts. Our future growth opportunities depend on the growth and stability of our regional economy and our ability to expand our market area. The continued downturn in our local economy may limit funds available for deposit and may negatively affect our borrowers’ ability to repay their loans on a timely basis, both of which could have an impact on our profitability.

Dramatic declines in the housing market, with decreasing home prices and increasing delinquencies and foreclosures, have negatively impacted the credit performance of mortgage loans and resulted in significant write-downs of assets by many financial institutions. In addition, the values of real estate collateral supporting many loans have declined and may continue to decline. The ongoing economic recession, reduced availability of commercial credit and increasing unemployment have negatively impacted the credit performance of commercial and consumer credit, resulting in additional write-downs. Concerns over the stability of the financial markets and the economy have resulted in decreased lending by financial institutions to their customers and to each other. This market turmoil and tightening of credit has led to increased commercial and consumer delinquencies, lack of customer confidence, increased market volatility and widespread reduction in general business activity. We do not believe these difficult conditions are likely to improve in the near future. A worsening of these conditions would likely exacerbate the adverse effects of these difficult market and economic conditions on us, our customers and the other financial institutions in our market. As a result, we may experience increases in foreclosures, delinquencies and customer bankruptcies, as well as more restricted access to funds and decrease in our stock price.

We depend on our executive officers and key personnel to continue the implementation of our long-term business strategy and could be harmed by the loss of their services. We believe that our continued growth and future success will depend in large part upon the skills of our management team. The competition for qualified personnel in the financial services industry is intense, and the loss of our key personnel or an inability to continue to attract, retain and motivate key personnel could adversely affect our business. We cannot assure you that we will be able to retain our existing key personnel or attract additional qualified personnel. We have employment agreements with our Chief Executive Officer, Chief Financial Officer, and Executive Vice President and General Counsel and change of control agreements with several other senior executive officers, and the loss of the services of one or more of our executive officers and key personnel could impair our ability to continue to develop our business strategy.

Competition in our primary market area may reduce our ability to attract and retain deposits and originate loans. We operate in a competitive market for both attracting deposits, which is our primary source of funds, and originating loans. Historically, our most direct competition for deposits has come from savings and commercial banks. Our competition for loans comes principally from commercial banks, savings institutions, mortgage banking firms, credit unions, finance companies, mutual funds, insurance companies and brokerage and investment banking firms. We also face additional competition from internet-based institutions, brokerage firms and insurance companies. Competition for loan originations and deposits may limit our future growth and earnings prospects.

We operate in a highly regulated environment, and changes in laws and regulations to which we are subject may adversely affect our results of operations. The Bank is subject to extensive regulation, supervision and examination by the OCC, as its chartering authority, and by the FDIC as the insurer of its deposits up to certain limits. In addition, the Federal Reserve Board regulates and oversees Westfield Financial. We also belong to the Federal Home Loan Bank System and, as a member of such system, we are subject to certain limited regulations promulgated by the FHLBB. This regulation and supervision limits the activities in which we may engage. The purpose of regulation and supervision is primarily to protect our depositors and borrowers and, in the case of FDIC regulation, the FDIC’s insurance fund. Regulatory authorities have extensive discretion in the exercise of their supervisory and enforcement powers. They may, among other things, impose restrictions on the operation of a banking institution, the classification of assets by such institution and such institution’s allowance for loan losses. Regulatory and law enforcement authorities also have wide discretion and extensive enforcement powers under various consumer protection and civil rights laws, including the Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Housing Act, and the Real Estate Settlement Procedures Act.

Pursuant to the Dodd-Frank Act, our former regulator, the Office of Thrift Supervision (“OTS”) was abolished as of July 21, 2011 and its powers and duties transferred to the OCC as to the Bank and to the Federal Reserve Board as to Westfield Financial. Therefore, Westfield Financial and the Bank are longer be regulated by the OTS, but by the Federal Reserve Board and the OCC, respectively. We cannot predict, at this time, what effect on our operations will results from this change in supervision. We will have to devote increased resources to ensuring compliance with this new supervisory regime, including compliance with any new requirements the Federal Reserve Board and the OCC may impose. The Dodd-Frank Act also created the CFBP as an independent bureau of the Federal Reserve Board, which began operations on July 21, 2011. The Bureau has broad authority to write regulations regarding consumer financial products and services, and certain examination and enforcement powers. We will have to devote resources to evaluating any regulations proposed by the Bureau and to complying with any such regulations after they are finalized.

In addition, financial institutions could continue to be the subject of further significant legislation or regulation in the future, none of which is within our control. These changes as well as any future change in the laws or regulations applicable to us, or in banking regulators’ supervisory policies or examination procedures, whether by the OCC, the Federal Reserve Board, the CFBP, the FDIC, other state or federal regulators, or the United States Congress could have a material adverse effect on our business, financial condition, results of operations and cash flows. In addition, the cost and burden of compliance, over time, could significantly increase and adversely affect our ability to operate profitably.

Compliance with the Dodd-Frank Act will alter the regulatory regime to which we are subject, and may increase our costs of operations and adversely impact our business. The Dodd-Frank Act represents a significant overhaul of many aspects of the regulation of the financial-services industry. Among other things, the Dodd-Frank Act creates the CFBP, tightens capital standards, imposes clearing and margining requirements on many derivatives activities, and generally increases oversight and regulation of financial institutions and financial activities. It requires most depository institution holding companies to be subject to capital requirements no less stringent than those applicable to insured depository institutions, meaning, for instance, that such holding companies will no longer be able to count trust preferred securities issued on or after May 19, 2010 as Tier 1 capital. While this provision does not impact trust preferred securities issued before May 19, 2010, by depository institution holding companies with assets of less than $15 billion as of year-end 2009, proposed capital rules issued by the Federal Reserve Board would require a 10-year phase-out. The rule has not yet been finalized.

In addition to the self-implementing provisions of the statute, the Dodd-Frank Act calls for over 200 administrative rulemakings by various federal agencies to implement various parts of the legislation. While some rules have been finalized and/or issued in proposed form, many have yet to be proposed. It is impossible to predict when all such additional rules will be issued or finalized, and what the content of such rules will be. We will have to apply resources to ensure that we are in compliance with all applicable provisions of the Dodd-Frank Act and any implementing rules, which may increase our costs of operations and adversely impact our earnings.

The Dodd-Frank Act and any implementing rules that are ultimately issued could have adverse implications on the financial industry, the competitive environment, and our ability to conduct business.

We may be subject to more stringent capital requirements. The Bank and Westfield Financial are each subject to capital adequacy guidelines and other regulatory requirements specifying minimum amounts and types of capital which each of the Bank and Westfield Financial must maintain. From time to time, the regulators implement changes to these regulatory capital adequacy guidelines. If we fail to meet these minimum capital guidelines and other regulatory requirements, our financial condition would be materially and adversely affected. In light of proposed changes to regulatory capital requirements contained in the Dodd-Frank Act and the regulatory accords on international banking institutions formulated by the Basel Committee and implemented by the Federal Reserve and the OCC, we may be required to satisfy additional, more stringent, capital adequacy standards. The ultimate impact of the new capital and liquidity standards on us cannot be determined at this time and will depend on a number of factors, including the treatment and implementation by the U.S. banking regulators. These requirements, however, and any other new regulations, could adversely affect our ability to pay dividends, or could require us to reduce business levels or to raise capital, including in ways that may adversely affect our financial condition or results of operations.

ITEM 1B.

UNRESOLVED STAFF COMMENTS

None.

ITEM 2.

PROPERTIES

We currently conduct our business through our eleven banking offices and twelve off-site ATMs. As of December 31, 2012, the properties and leasehold improvements owned by us had an aggregate net book value of $11.1 million.

Location	Ownership	Year Opened	Year of Lease or License Expiration

Main Office:
141 Elm St., Westfield, MA	Owned	1964	N/A

Loan Center:
136 Elm St., Westfield, MA	Leased	2011	2015

Branch Offices:
206 Park St., West Springfield, MA	Owned	1957	N/A

655 Main St., Agawam, MA	Owned	1968	N/A

26 Arnold St., Westfield, MA	Owned	1976	N/A

300 Southampton Rd., Westfield, MA	Owned	1987	N/A

462 College Highway, Southwick, MA	Owned	1990	N/A

382 North Main St., E. Longmeadow, MA	Leased	1997	2017

1500 Main St., Springfield, MA	Leased	2006	2016

1642 Northampton St., Holyoke, MA	Owned	2001	N/A

560 East Main St., Westfield, MA	Leased	2007	2046

241 South Westfield St., Feeding Hills, MA	Leased	2009	2038

ATMs:
98 Lower Westfield Road, Holyoke, MA	Leased	2010	2020

516 Carew St., Springfield, MA	Tenant at will	2002	N/A

1000 State St., Springfield, MA	Tenant at will	2003	N/A

214 College Highway, Southwick, MA	Leased	2010	2015

1342 Liberty St., Springfield, MA	Owned	2001	N/A

788 Memorial Ave., West Springfield, MA	Leased	2006	2016

2620 Westfield St., West Springfield, MA	Leased	2006	2020

98 Southwick Rd., Westfield, MA	Leased	2006	2021

115 West Silver St., Westfield, MA	Tenant at will	2005	N/A

Westfield State University
577 Western Avenue, Westfield, MA
Woodward Center	Leased	2010	2015
Wilson Hall	Leased	2010	2015
Ely Hall	Leased	2010	2015

ITEM 3.

LEGAL PROCEEDINGS

We are not involved in any pending legal proceeding other than routine legal proceedings occurring in the ordinary course of business. In the opinion of management, no legal proceedings will have a material effect on our consolidated financial position or results of operations.

ITEM 4.

MINE SAFETY DISCLOSURES

None.

PART II

ITEM 5.

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

Our common stock is currently listed on the NASDAQ Stock Market under the symbol “WFD.” Prior to August 21, 2007, we were listed on the American Stock Exchange. At December 31, 2012, there were 22,843,722 shares of common stock issued and outstanding, and there were approximately 4,335 shareholders of record.

The table below shows the high and low sales price during the periods indicated as well as dividends declared per share.

	Price Per Share				Cash Dividends Declared
2012	High ($)		Low ($)		($)
Fourth Quarter ended December 31, 2012		7.57		6.45		0.16	*
Third Quarter ended September 30, 2012		7.83		7.09		0.06
Second Quarter ended June 30, 2012		8.20		6.94		0.16	*
First Quarter ended March 31, 2012		8.71		7.35		0.06

*Includes a special cash dividend of $0.10 in addition to the regular quarterly cash dividend.

	Price Per Share				Cash Dividends Declared
2011	High ($)		Low ($)		($)
Fourth Quarter ended December 31, 2011		7.50		6.32		0.21	*
Third Quarter ended September 30, 2011		8.70		6.29		0.06
Second Quarter ended June 30, 2011		9.24		7.76		0.21	*
First Quarter ended March 31, 2011		9.45		8.31		0.06

*Includes a special cash dividend of $0.15 in addition to the regular quarterly cash dividend.

The continued payment of dividends depends upon our debt and equity structure, earnings, financial condition, need for capital in connection with possible future acquisitions and other factors, including economic conditions, regulatory restrictions and tax considerations. We cannot guarantee the payment of dividends or that, if paid, that dividends will not be reduced or eliminated in the future.

The only funds available for the payment of dividends on our capital stock will be cash and cash equivalents held by us, dividends paid by to us by the Bank, and borrowings. The Bank will be prohibited from paying cash dividends to us to the extent that any such payment would reduce the Bank’s capital below required capital levels or would impair the liquidation account to be established for the benefit of the Bank’s eligible account holders and supplemental eligible account holders at the time of the reorganization and stock offering.

There were no sales by us of unregistered securities during the year ended December 31, 2012.

The following table sets forth information with respect to purchases made by us of our common stock during the three months ended December 31, 2012.

Period	Total Number of Shares Purchased			Average Price Paid per Share ($)		Total Number of Shares Purchased as Part of Publicly Announced Programs		Maximum Number of Shares that May Yet Be Purchased Under the Program
October 1 - 31, 2012		521,675	(2)		7.32		493,312		510,904	(1)
November 1 - 30, 2012		510,904			7.15		510,904		−
December 1 - 31, 2012		1,420,554	(3)		7.26		1,420,338		1,006,662	(1)
Total		2,453,133			7.25		2,424,554		1,006,662

(1)

On August 28, 2012, the Board of Directors authorized the commencement of a new stock repurchase program under which the Company may purchase up to 1,278,560 shares, or 5% of its outstanding common stock, to be effected via a combination of Rule 10b5-1 plans and discretionary share repurchases. On December 7, 2012, the Board of Directors voted to authorize the commencement of a new repurchase program, authorizing the repurchase of 2,427,000 shares, or 10% of its outstanding common stock. The new repurchase program commenced upon the completion of the previously announced program. As of December 31, 2012, there were 1,006,662 shares remaining to be purchase under the new repurchase program.

(2)	Number includes repurchase of 28,363 shares from certain executives as payment of their tax obligations for shares of restricted stock that vested onOctober 22, 2012, under our 2002 Recognition and Retention Plan. These repurchases were reported by each reporting person on October 24, 2012.

(3)	Number includes open-market repurchase of 1,420,338 shares with an average price of $7.26 and 216 shares with an average price of $7.36. These shares were repurchased for forfeited ESOP shares to offset our ESOP annual contribution.

Performance Graph

The following graph compares our total cumulative shareholder return by an investor who invested $100.00 on December 31, 2007 to December 31, 2012, to the total return by an investor who invested $100.00 in each of the Russell 2000 Index and the Nasdaq Bank Index for the same period.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN

Among Westfield Financial, Inc., The Russell 2000 Index and the

NASDAQ Bank Index

		Period Ending
Index	12/31/07	12/31/08	12/31/09	12/31/10	12/31/11	12/31/12
Westfield Financial, Inc.	100.00	112.96	95.56	113.94	97.10	101.21
Russell 2000	100.00	66.21	84.20	106.82	102.36	119.09
NASDAQ Bank	100.00	78.46	65.67	74.97	67.10	79.64

ITEM 6.

SELECTED FINANCIAL DATA

The summary information presented below at or for each of the years presented is derived in part from our consolidated financial statements. The following information is only a summary, and you should read it in conjunction with our consolidated financial statements and notes beginning on page F-1.

	At December 31,
	2012		2011		2010		2009		2008
	(In thousands)
Selected Financial Condition Data:
Total assets	$	1,301,462	$	1,263,264	$	1,239,489	$	1,191,410	$	1,109,056
Loans, net (1)		587,124		546,392		502,392		469,149		472,135
Securities available for sale		621,507		617,537		642,467		317,638		256,780
Securities held to maturity (2)		-		-		-		295,011		247,635
Deposits		753,413		732,958		700,335		647,975		588,029
Short-term borrowings		69,934		52,985		62,937		74,499		49,824
Long-term debt		278,861		247,320		238,151		213,845		173,300
Total shareholders’ equity		189,187		218,988		221,245		247,299		259,919
Allowance for loan losses		7,794		7,764		6,934		7,645		8,796
Nonperforming loans		3,009		2,933		3,204		5,470		8,805

	For the Years Ended December 31,
		2012		2011		2010		2009		2008
	(In thousands, except per share data)
Selected Operating Data:
Interest and dividend income	$	43,104	$	45,005	$	46,147	$	52,530	$	54,056
Interest expense		12,663		14,467		16,765		20,022		22,304
Net interest and dividend income		30,441		30,538		29,382		32,508		31,752
Provision for loan losses		698		1,206		8,923		3,900		3,453
Net interest and dividend income after provision for loan losses		29,743		29,332		20,459		28,608		28,299
Total noninterest income		5,990		3,806		7,390		3,218		3,579
Total noninterest expense		27,223		25,958		24,809		25,100		23,392
Income before income taxes		8,510		7,180		3,040		6,726		8,486
Income taxes		2,256		1,306		34		1,267		1,795
Net income	$	6,254	$	5,874	$	3,006	$	5,459	$	6,691

Basic earnings per share	$	0.26	$	0.22	$	0.11	$	0.19	$	0.22
Diluted earnings per share	$	0.26	$	0.22	$	0.11	$	0.18	$	0.22

Dividends per share paid	$	0.44	$	0.54	$	0.52	$	0.50	$	0.60

(1)	Loans are shown net of deferred loan fees and costs, unearned premiums, allowance for loan losses and unadvanced loan funds.

(2)

In August 2010, we transferred all of our held-to-maturity securities to the available-for-sale category. We determined that we no longer had the positive intent to hold our securities classified as held-to-maturity for an indefinite period of time because of our desire to have more flexibility in managing the investment portfolio. The securities transferred had a total amortized cost of $287.1 million, fair value of $299.7 million and a net unrealized gain of $12.6 million which was recorded as other comprehensive income at the time of transfer.

	At or for the Years Ended December 31,
	2012			2011			2010			2009			2008

Selected Financial Ratios and
Other Data(1)
Performance Ratios:
Return on average assets		0.48	%		0.47	%		0.25	%		0.47	%		0.63	%
Return on average equity		2.97			2.65			1.25			2.12			2.43
Average equity to average assets		16.17			17.79			19.63			22.16			25.75
Equity to total assets at end of year		14.54			17.34			17.85			20.76			23.44
Average interest rate spread		2.24			2.34			2.22			2.41			2.44
Net interest margin (2)		2.53			2.67			2.64			3.04			3.23
Average interest-earning assets to average interest-earning liabilities		126.80			127.30			128.51			134.62			135.36
Total noninterest expense to average assets		2.09			2.08			2.03			2.16			2.18
Efficiency ratio (3)		78.81			76.22			75.53			68.49			65.83
Dividend payout ratio		1.69			2.45			4.73			2.78			2.73
Regulatory Capital Ratios:
Total risk-based capital		25.41			31.60			34.05			38.07			42.56
Tier 1 risk-based capital		24.33			30.46			33.03			36.94			41.31
Tier 1 leverage capital		13.91			16.76			18.07			20.92			23.97
Asset Quality Ratios:
Nonperforming loans to total loans		0.51			0.53			0.63			1.15			1.83
Nonperforming assets to total assets		0.31			0.32			0.28			0.60			0.79
Allowance for loan losses to total loans		1.31			1.40			1.36			1.60			1.83
Allowance for loan losses to nonperforming assets		1.96			1.91			2.02			1.07			1.00
Number of:
Banking offices		11			11			11			11			11
Full-time equivalent employees		199			180			180			168			180

_________________________________
(1) Asset Quality Ratios and Regulatory Capital Ratios are end of period ratios.
(2) Net interest margin represents tax-equivalent net interest and dividend income as a percentage of average interest earning assets.
(3) The efficiency ratio represents the ratio of operating expenses divided by the sum of net interest and dividend income and noninterest income excluding gain and loss on sale and losses on other-than-temporary impairment of securities and gain or loss on sale of premises and equipment.

ITEM 7.

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

Overview. We strive to remain a leader in meeting the financial service needs of the local community and to provide quality service to the individuals and businesses in the market areas that we have served since 1853. Historically, we have been a community-oriented provider of traditional banking products and services to business organizations and individuals, including products such as residential and commercial real estate loans, consumer loans and a variety of deposit products. We meet the needs of our local community through a community-based and service-oriented approach to banking.

We have adopted a growth-oriented strategy that has focused on increasing commercial lending. Our strategy also calls for increasing deposit relationships and broadening our product lines and services. We believe that this business strategy is best for our long-term success and viability, and complements our existing commitment to high quality customer service. In connection with our overall growth strategy, we seek to:

•

grow our commercial and industrial and commercial real estate loan portfolio by targeting businesses in our primary market area and in northern Connecticut as a means to increase the yield on and diversify our loan portfolio and build transactional deposit account relationships;

•

focus on expanding our retail banking franchise and increase the number of households served within our market area; and

•

to supplement the commercial focus, grow the residential loan portfolio to diversify risk and deepen customer relationships. We will maintain our arrangement with a third-party mortgage company which assists in originating and servicing residential real estate loans. By doing this, we reduce the overhead costs associated with these loans.

You should read the following financial results for the year ended December 31, 2012 in the context of this strategy.

•

Net income was $6.3 million, or $0.26 per diluted share, for the year ended December 31, 2012, compared to $5.9 million, or $0.22 per diluted share for the same period in 2011. The results for the year ended December 31, 2012 showed a decrease in the provision for loan losses as well as an increase in noninterest income compared to the same period in 2011; however, these were partially offset by an increase in noninterest expense.

•

We provided $698,000 for loan losses for the year ended December 31, 2012, compared to $1.2 million for the same period in 2011. While there was net loan growth during 2012, the decrease in the provision for loan losses occurred because there was an overall positive change in the risk profile of the loan portfolio during the fourth quarter of 2012, which offset the need for additional provision expense. In 2012, total loans increased $40.7 million, with the increase primarily in residential real estate loans which contain less credit risk and market risk than both commercial real estate and commercial and industrial loans. The allowance was $7.8 million for both December 31, 2012 and December 31, 2011, or 1.31% and 1.40% of total loans, respectively.

•

Noninterest income increased $2.2 million to $6.0 million for the year ended December 31, 2012, compared to $3.8 million for the same period in 2011. The increase was primarily the result of an increase in net gains on the sale of securities of $2.5 million for the year ended December 31, 2012, partially offset by $1.0 million in prepayment expense incurred on the prepayment of $28.0 million in repurchase agreements.

•

Noninterest expense increased $1.2 million to $27.2 million at December 31, 2012, compared to $26.0 million at December 31, 2011. The increase in noninterest expense for the year ended December 31, 2012 was due to an increase in salaries and benefits of $973,000 related to regular annual adjustments as well as salaries and benefits related to the hiring of additional personnel, particularly in the commercial lending and compliance divisions.

General. Our consolidated results of operations depend primarily on net interest and dividend income. Net interest and dividend income is the difference between the interest income earned on interest-earning assets and the interest paid on interest-bearing liabilities. Interest-earning assets consist primarily of securities, commercial real estate loans, commercial and industrial loans and residential real estate loans. Interest-bearing liabilities consist primarily of certificates of deposit and money market account, NOW account and savings account deposits, borrowings from the FHLBB and securities sold under repurchase agreements. The consolidated results of operations also depend on the provision for loan losses, noninterest income, and noninterest expense. Noninterest expense includes salaries and employee benefits, occupancy expenses and other general and administrative expenses. Noninterest income includes service fees and charges, income on bank-owned life insurance, and gains (losses) on securities.

Critical Accounting Policies. Our accounting policies are disclosed in Note 1 to our consolidated financial statements. Given our current business strategy and asset/liability structure, the more critical policies are accounting for nonperforming loans, the allowance for loan losses and provision for loan losses, other than temporary impairment of securities, and the valuation of deferred taxes. In addition to the informational disclosure in the notes to the consolidated financial statements, our policy on each of these accounting policies is described in detail in the applicable sections of “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Senior management has discussed the development and selection of these accounting policies and the related disclosures with the Audit Committee of our Board of Directors.

Our general policy regarding recognition of interest on loans is to discontinue the accrual of interest when principal or interest payments are delinquent 90 days or more, or earlier if the loan is considered impaired. Any unpaid amounts previously accrued on these loans are reversed from income. Subsequent cash receipts are applied to the outstanding principal balance or to interest income if, in the judgment of management, collection of the principal balance is not in question. Loans are returned to accrual status when they become current as to both principal and interest and when subsequent performance reduces the concern as to the collectability of principal and interest. Loan fees and certain direct loan origination costs are deferred, and the net fee or cost is recognized as an adjustment to interest income over the estimated average lives of the related loans.

The process of evaluating the loan portfolio, classifying loans and determining the allowance and provision is described in detail in Part I under “Business – Lending Activities - Allowance for Loan Losses.” Our methodology for assessing the allocation of the allowance consists of two key components, which are a specific allowance for impaired loans and an allowance for the remainder of the portfolio. Measurement of impairment can be based on present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s observable market price or the fair value of the collateral, if the loan is collateral dependent. This evaluation is inherently subjective as it requires material estimates that may be susceptible to significant change. The allocation of the allowance is also reviewed by management based upon our evaluation of then-existing economic and business conditions affecting our key lending areas and other conditions, such as new loan products, credit quality trends (including trends in nonperforming loans expected to result from existing conditions), collateral values, loan volumes and concentrations, specific industry conditions within portfolio segments that existed as of the balance sheet date and the impact that such conditions were believed to have had on the collectability of the loan portfolio. Although management believes it has established and maintained the allowance for loan losses at adequate levels, if management’s assumptions and judgments prove to be incorrect due to continued deterioration in economic, real estate and other conditions, and the allowance for loan losses is not adequate to absorb inherent losses, our earnings and capital could be significantly and adversely affected.

On a quarterly basis, we review securities with a decline in fair value below the amortized cost of the investment to determine whether the decline in fair value is temporary or other than temporary. Declines in the fair value of marketable equity securities below their cost that are deemed to be other than temporary based on the severity and duration of the impairment are reflected in earnings as realized losses. In estimating other than temporary impairment losses for securities, impairment is required to be recognized if (1) we intend to sell the security; (2) it is “more likely than not” that we will be required to sell the security before recovery of its amortized cost basis; or (3) for debt securities, the present value of expected cash flows is not sufficient to recover the entire amortized cost basis. For all impaired available for sale securities that we intend to sell, or more likely than not will be required to sell, the full amount of the other than temporary impairment is recognized through earnings. For other impaired debt securities, credit-related other than temporary impairment is recognized through earnings, while non-credit related other than temporary impairment is recognized in other comprehensive income, net of applicable taxes.

We must make certain estimates in determining income tax expense for financial statement purposes. These estimates occur in the calculation of the deferred tax assets and liabilities, which arise from the temporary differences between the tax basis and financial statement basis of our assets and liabilities. The carrying value of our net deferred tax asset is based on our historic taxable income for the two prior years as well as our belief that it is more likely than not that we will generate sufficient future taxable income to realize these deferred tax assets. Judgments regarding future taxable income may change due to changes in market conditions, changes in tax laws or other factors which could result in a change in the assessment of the realization of the net deferred tax asset.

Average Balance Sheet and Analysis of Net Interest and Dividend Income

The following table sets forth information relating to our financial condition and net interest and dividend income for the years ended December 31, 2012, 2011 and 2010 and reflects the average yield on assets and average cost of liabilities for the years indicated. The yields and costs were derived by dividing income or expense by the average balance of interest-earning assets or interest-bearing liabilities, respectively, for the years shown. Average balances were derived from actual daily balances over the years indicated. Interest income includes fees earned from making changes in loan rates or terms, and fees earned when commercial real estate loans were prepaid or refinanced.

The interest earned on tax-exempt assets is adjusted to a tax-equivalent basis to recognize the income tax savings which facilitates comparison between taxable and tax-exempt assets.

	For the Years Ended December 31,
	2012								2011								2010
	Average					Avg Yield/			Average					Avg Yield/			Average					Avg Yield/
	Balance		Interest			Cost			Balance		Interest			Cost			Balance		Interest			Cost
	(Dollars in thousands)
ASSETS:
Interest-earning assets
Loans(1)(2)	$	573,642	$	25,762			4.49	%	$	536,084	$	25,485			4.75	%	$	482,215	$	24,887			5.16	%
Securities(2)		638,467		18,110			2.84			619,704		20,376			3.29			634,531		22,055			3.48
Other investments - at cost		15,287		94			0.61			14,034		61			0.43			12,900		24			0.19
Short-term investments(3)		11,074		8			0.07			7,503		1			0.01			13,948		8			0.06
Total interest-earning assets		1,238,470		43,974			3.55			1,177,325		45,923			3.90			1,143,594		46,974			4.11
Total noninterest-earning assets		64,629								70,133								78,842

Total assets	$	1,303,099							$	1,247,458							$	1,222,436

LIABILITIES AND EQUITY:
Interest-bearing liabilities
NOW accounts	$	61,277		266			0.43		$	85,094		762			0.90		$	76,954		933			1.21
Savings accounts		95,129		186			0.20			104,112		515			0.49			112,546		824			0.73
Money market accounts		170,171		807			0.47			99,319		619			0.62			56,082		358			0.64
Time certificates of deposit		318,000		4,883			1.54			332,327		5,693			1.71			347,590		7,735			2.23
Total interest-bearing deposits		644,577		6,142						620,852		7,589						593,172		9,850
Short-term borrowings and long-term debt		332,129		6,521			1.96			303,909		6,878			2.26			296,752		6,915			2.33
Interest-bearing liabilities		976,706		12,663			1.30			924,761		14,467			1.56			889,924		16,765			1.88
Noninterest-bearing deposits		104,454								91,024								83,077
Other noninterest-bearing liabilities		11,179								9,754								9,513
Total noninterest-bearing liabilities		115,633								100,778								92,590

Total liabilities		1,092,339								1,025,539								982,514
Total equity		210,760								221,919								239,922
Total liabilities and equity	$	1,303,099							$	1,247,458							$	1,222,436
Less: Tax-equivalent adjustment(2)				(870	)							(918	)							(827	)
Net interest and dividend income			$	30,441							$	30,538							$	29,382
Net interest rate spread(4)							2.24	%							2.34	%							2.22	%
Net interest margin(5)							2.53	%							2.67	%							2.64	%
Average interest-earning assets to average interest-bearing liabilities							126.80	%							127.30	%							128.50	%

__________________________________________

(1)	Loans, including non-accrual loans, are net of deferred loan origination costs, and unadvanced funds and allowance for loan losses.

(2)	Securities income, loan income and net interest income are presented on a tax-equivalent basis using a tax rate of 34%. The tax-equivalent adjustment is deducted from tax-equivalent net interest and dividend income to agree to the amount reported in the statements of income.

(3)	Short-term investments include federal funds sold.

(4)	Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.

(5)	Net interest margin represents tax-equivalent net interest and dividend income as a percentage of average interest-earning assets.

Rate/Volume Analysis. The following table shows how changes in interest rates and changes in the volume of interest-earning assets and interest-bearing liabilities have affected our interest and dividend income and interest expense during the periods indicated. Information is provided in each category with respect to: (1) interest income changes attributable to changes in volume (changes in volume multiplied by prior rate); (2) interest income changes attributable to changes in rate (changes in rate multiplied by prior volume); and (3) the net change.

The changes attributable to the combined impact of volume and rate have been allocated proportionately to the changes due to volume and the changes due to rate.

	Year Ended December 31, 2012 Compared to Year Ended December 31, 2011									Year Ended December 31, 2011 Compared to Year Ended December 31, 2010
	Increase (Decrease) Due to									Increase (Decrease) Due to
	Volume			Rate			Net			Volume			Rate			Net
Interest-earning assets	(In thousands)
Loans (1)	$	1,785		$	(1,508	)	$	277		$	2,780		$	(2,182	)	$	598
Securities (1)		617			(2,883	)		(2,266	)		(515	)		(1,164	)		(1,679	)
Other investments - at cost		5			28			33			2			35			37
Short-term investments		-			7			7			(4	)		(3	)		(7	)
Total interest-earning assets		2,407			(4,356	)		(1,949	)		2,263			(3,314	)		(1,051	)

Interest-bearing liabilities
NOW accounts		(213	)		(283	)		(496	)		99			(270	)		(171	)
Savings accounts		(44	)		(285	)		(329	)		(62	)		(247	)		(309	)
Money market accounts		442			(254	)		188			276			(15	)		261
Time deposits		(245	)		(565	)		(810	)		(340	)		(1,702	)		(2,042	)
Short-term borrowing and long-time debt		639			(996	)		(357	)		167			(204	)		(37	)
Total interest-bearing liabilities		579			(2,383	)		(1,804	)		140			(2,438	)		(2,298	)
Change in net interest and dividend income	$	1,828		$	(1,973	)	$	(145	)	$	2,123		$	(876	)	$	1,247

______________________

(1)	Securities and loan income and net interest income are presented on a tax-equivalent basis using a tax rate of 34%. The tax-equivalent adjustment is deducted from tax-equivalent net interest income to agree to the amount reported in the statements of income.

Comparison of Financial Condition at December 31, 2012 and December 31, 2011

Total assets increased $38.2 million to $1.3 billion at December 31, 2012. Net loans increased by $40.7 million to $587.1 million at December 31, 2012 from $546.4 million at December 31, 2011. Cash and cash equivalents decreased $9.3 million to $11.8 million at December 31, 2012 from $21.1 million at December 31, 2011, as funds were reinvested into the loan portfolio.

Securities increased $5.8 million to $635.8 million at December 31, 2012 from $630.0 million at December 31, 2011. The securities portfolio is primarily comprised of mortgage-backed securities, which totaled $458.8 million at December 31, 2012 and $540.7 million at December 31, 2011, the majority of which were issued by government-sponsored enterprises such as the Federal National Mortgage Association. Privately issued mortgage-backed securities comprised $1.6 million, or 0.29%, of the mortgage-backed securities portfolio at December 31, 2011. There were no privately issued mortgage-backed securities in the portfolio at December 31, 2012.

Debt securities issued by government-sponsored enterprises increased $37.3 million to $62.1 million at December 31, 2012 from $24.8 million at December 31, 2011. Securities issued by government-sponsored enterprises include bonds issued by the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation. At December 31, 2012, we had $52.3 million in corporate bonds. We began investing in investment grade corporate bonds during the second quarter of 2012 as a means of diversifying our securities portfolio while also increasing the average yield on the portfolio. We also invest in municipal bonds primarily issued by cities and towns in Massachusetts that are rated as investment grade by Moody’s, Standard & Poor’s or Fitch, and the majority of which are also independently insured. Municipal bonds were $40.8 million at December 31, 2012 and $45.9 million at December,31 2011. In addition, we have investments in FHLBB stock, common stock and mutual funds that invest only in securities allowed by the OCC.

Net loans increased by $40.7 million to $587.1 million at December 31, 2012 from $546.4 million at December 31, 2011. The increase in net loans was primarily the result of an increase in residential real estate loans and commercial real estate loans. Residential real estate loans increased $27.2 million to $219.7 million at December 31, 2012 from $192.5 million at December 31, 2011. Through our long standing relationship with a third-party mortgage company, we originated and purchased a total of $63.1 million in residential loans within and contiguous to our market area as a means of diversifying our loan portfolio and improving net interest income.

Commercial real estate loans increased $13.3 million to $245.8 million at December 31, 2012 from $232.5 million at December 31, 2011. Owner occupied commercial real estate loans totaled $113.0 million at December 31, 2012 and $109.7 million at December 31, 2011, while non-owner occupied commercial real estate loans totaled $132.8 million at December 31, 2012 and $122.8 million at December 31, 2011.

Commercial and industrial loans increased $306,000 to $126.1 million at December 31, 2012 from $125.7 million at December 31, 2011. While we continue to originate commercial and industrial loans, new originations were offset by customers decreasing their balances on lines of credit and normal loan payments and payoffs.

Total deposits increased $20.4 million to $753.4 million at December 31, 2012, compared to $733.0 million at December 31, 2011. Money market accounts increased $21.3 million to $168.2 million at December 31, 2012. Time deposits increased $10.2 million to $326.0 million at December 31, 2012. These increases were offset by decreases in both regular savings and NOW and checking accounts. Regular savings accounts decreased $6.4 million to $92.2 million at December 31, 2012. NOW and checking accounts decreased $4.6 million to $167.0 million at December 31, 2012.

Long-term debt consists of FHLBB advances, securities sold under repurchase agreements and customer repurchase agreements with an original maturity of one year or more. At December 31, 2012, we had $220.1 million in long-term debt with the FHLBB, $53.3 million in securities sold under repurchase agreements and $5.5 million in customer repurchase agreements. This compares to $160.6 million in FHLBB advances, $81.3 million in securities sold under repurchase agreements and $5.4 million in customer repurchase agreements at December 31, 2011. Long-term FHLBB advances increased for the year ended December 31, 2012 because current interest rates permit us to earn a more advantageous spread by borrowing low-cost long-term funds and reinvesting in loans and securities. The decrease in securities sold under repurchase agreements in 2012 was due to the prepayment of $28.0 million in December 2012, on which we incurred a prepayment expense of $1.0 million. The repurchase agreements had a weighted average cost of 3.06% and the prepayment will decrease the cost of funds which will help increase the net interest margin.

Short-term borrowings increased $16.9 million to $69.9 million at December 31, 2012 from $53.0 million at December 31, 2011. Short-term borrowings are made up of FHLBB advances with an original maturity of less than one year as well as customer repurchase agreements, which have an original maturity of one day. Short-term borrowings issued by the FHLBB were $41.7 million and $36.0 million at December 31, 2012 and 2011, respectively. Customer repurchase agreements increased $7.2 million to $24.2 million at December 31, 2012 from $17.0 million at December 31, 2011. A customer repurchase agreement is an agreement by us to sell to and repurchase from the customer an interest in specific securities issued by or guaranteed by the United States government or government-sponsored enterprises. This transaction settles immediately on a same day basis in immediately available funds. Interest paid is commensurate with other products of equal interest and credit risk. At December 31, 2012 and 2011, all of our customer repurchase agreements were held by commercial customers. In addition, we had $4.0 million outstanding on our overnight line of credit with Bankers Bank Northeast (“BBN”) at December 31, 2012. There were no outstanding BBN advances at December 31, 2011.

Shareholders’ equity was $189.2 million and $219.0 million, which represented 14.5% and 17.3% of total assets at December 31, 2012 and December 31, 2011, respectively. The decrease in shareholders’ equity reflects the repurchase of 4.3 million shares of our common stock at a cost of $31.7 million, pursuant to our stock repurchase program and the payment of regular and special dividends amounting to $10.7 million. This was partially offset by an increase in other comprehensive income of $3.0 million primarily due to the change in market value of securities, net income of $6.3 million for the year ended December 31, 2012, and an increase of $3.4 million related to the recognition of share-based compensation and the exercise of 237,313 stock options.

Comparison of Operating Results for Years Ended December 31, 2012 and 2011

General. Net income for the year ended December 31, 2012 was $6.3 million, or $0.26 per diluted share, compared to $5.9 million, or $0.22 per diluted share, for the same period in 2011.

Interest and Dividend Income. Total interest and dividend income decreased $1.9 million to $43.1 million for the year ended December 31, 2012, compared to $45.0 million for the same period in 2011.

The decrease in interest income was primarily the result of a decrease in the average yield on interest-earning assets for the year ended December 31, 2012, which was partially offset by an increase in the average balance of interest-earning assets for the same period. The average yield on interest-earning assets, on a tax-equivalent basis, decreased 35 basis points to 3.55% for the year ended December 31, 2012 from 3.90% for the same period in 2011.

Interest income on securities decreased $2.2 million to $17.4 million for the year ended December 31, 2012 from $19.6 million for the year ended December 31, 2011. The tax-equivalent yield on securities decreased 45 basis points from 3.29% for the year 2011 to 2.84% for the same period in 2012. The decrease in interest income and tax-equivalent yield on securities for the year ended December 31, 2012 was due to cash flows from securities pay downs being subsequently reinvested in products having a lower yield, which is reflective of the current market rate environment. The decrease in interest income was partially offset by an increase of $18.8 million in the average balance of securities to $638.5 million from $619.7 million for the year ended December 31, 2012.

The decrease in interest income on securities was partially offset by an increase in the average balance of and interest income on loans for the year ended December 31, 2012. The average balance of loans increased $37.5 million to $573.6 million from $536.1 million for the year ended December 31, 2012. Interest income on loans increased $277,000 to $25.6 million for the year ended December 31, 2012 from $25.3 million for the year ended December 31, 2011. The tax-equivalent yield on loans decreased 26 basis points from 4.75% for the year 2011 to 4.49% for the same period in 2012. The tax-equivalent yield on loans decreased because the growth in the average balance of loans took place in an environment of historically low loan rates.

Interest Expense. Interest expense for the year ended December 31, 2012 decreased $1.8 million to $12.7 million from 2011. This was attributable to a decrease in the average cost of interest-bearing liabilities of 26 basis points to 1.30% for the year ended December 31, 2012 from 1.56% in 2011. The decrease in the cost of interest-bearing liabilities was due to decreases in rates on short and long-term borrowings, time deposits, checking accounts and savings and money market accounts. We also prepaid repurchase agreements in the amount of $28.0 million and incurred a prepayment expense of $1.0 million. The repurchase agreements had a weighted average cost of 3.06% and the prepayment will decrease the cost of funds which will help increase the net interest margin. The repurchase agreements were paid off during the last week of December 2012 and therefore had minimal impact to the cost of funds for the year ended December 31, 2012.

Net Interest and Dividend Income. Net interest and dividend income decreased $97,000 to $30.4 million for the year ended December 31, 2012 as compared to $30.5 million for same period in 2011. The net interest margin, on a tax-equivalent basis, was 2.53% and 2.67% for the years ended December 31, 2012 and 2011, respectively. The decrease in the net interest margin was due to the yield on average interest-bearing assets decreasing 35 basis points, partially offset by a decrease of 26 basis points in the cost of interest-bearing liabilities, both occurring as a result of the low interest rate environment.

Provision for Loan Losses. The provision for loan losses is reviewed by management based upon our evaluation of then-existing economic and business conditions affecting our key lending areas and other conditions, such as new loan products, credit quality trends (including trends in nonperforming loans expected to result from existing conditions), collateral values, loan volumes and concentrations, specific industry conditions within portfolio segments that existed as of the balance sheet date and the impact that such conditions were believed to have had on the collectability of the loan portfolio.

The amount that we provided for the provision for loan losses during the year ended December 31, 2012 was based upon the changes that occurred in the loan portfolio during that same period. The changes in the loan portfolio, described in detail below, include an increase in residential real estate loans, commercial real estate loans, and commercial and industrial loans. In addition, during the fourth quarter of 2012, there was an overall positive change in the risk profile of the loan portfolio, which offset the need for additional provision. After evaluating these factors, we provided $698,000 for loan losses for the year ended December 31, 2012, compared to $1.2 million for the same period in 2011. The allowance was $7.8 million at December 31, 2012 and 2011, respectively. The allowance for loan losses was 1.31% of total loans at December 31, 2012 and 1.40% at December 31, 2011.

Residential real estate loans increased $27.2 million to $219.7 million at December 31, 2012. We consider residential real estate loans to contain less credit risk and market risk than commercial real estate and commercial and industrial loans. Commercial real estate loans increased $13.3 million to $245.8 million at December 31, 2012 from $232.5 million at December 31, 2011. Commercial and industrial loans increased $306,000 to $126.1 million at December 31, 2012 from $125.7 million at December 31, 2011.

While the loan portfolio increased by $40.7 million to $587.1 million at December 31, 2012 from $546.4 million at December 31, 2011, the portfolio also experienced an overall positive change in its risk profile during the fourth quarter. During the fourth quarter of 2012, classified assets decreased $14.8 million to $17.1 million. In addition, at September 30, 2012, one commercial and industrial loan with an outstanding balance of $377,000 was reserved for and classified as impaired. During the fourth quarter of 2012, this loan was subsequently charged-off, thereby reducing our specific reserves. The changes listed above created an unallocated reserve of $462,000 for the year ended December 31, 2012 and offset the need for additional provision expense for the fourth quarter of 2012.

For the year ended December 31, 2012, we recorded net charge-offs of $668,000 compared to net charge-offs of $376,000 for the year ended December 31, 2011. The year ended December 31, 2012 was composed of charge-offs of $768,000 partially offset by recoveries of $100,000. The 2011 period was composed of charge-offs of $640,000 partially offset by recoveries of $264,000.

Although management believes it has established and maintained the allowance for loan losses at appropriate levels, future adjustments may be necessary if economic, real estate and other conditions differ substantially from the current operating environment.

Noninterest Income. Noninterest income increased $2.2 million to $6.0 million for the year ended December 31, 2012 compared to $3.8 million for the same period in 2011.

Net gains on the sales of securities increased $2.5 million for the year ended December 31, 2012 from $414,000 for the year ended December 31, 2011. The net gains for the year ended December 31, 2012 were primarily the result of management selling mortgage-backed securities that were expected to prepay rapidly and decrease the expected yield. We also prepaid repurchase agreements in the amount of $28.0 million and incurred a prepayment expense of $1.0 million. The repurchase agreements had a weighted average cost of 3.06% and the prepayment will decrease the cost of funds which will help increase the net interest margin. The repurchase agreements were paid off during the last week of December 2012 and therefore had minimal impact to the cost of funds for the year ended December 31, 2012.

Service charges and fees increased $608,000 to $2.6 million for the year ended December 31, 2012 from $2.0 million for the year ended December 31, 2011. Fees from the third-party mortgage company increased $243,000 to $260,000 for the year ended December 31, 2012. In the third quarter of 2012, we began to refer low rate residential loans to a third-party mortgage company, rather than retaining them on our balance sheet. Also included in 2012 is $156,000 related to a written risk participation agreement (“RPA”) with another financial institution. The RPA is the result of a contract with another financial institution, as a guarantor, to share credit risk associated with an interest rate swap. As such, we accept a portion of the credit risk in exchange for a one-time fee. Our risks and responsibilities as guarantor are further discussed in Note 13, Commitments and Contingencies. In addition, fees collected from card-based transactions increased $150,000 for the year ended December 31, 2012 which reflects an increase in customer debit card and automated teller machine transactions.

Noninterest Expense. Noninterest expense for the year ended December 31, 2012 was $27.2 million compared to $26.0 million for the same period in 2011. The increase in noninterest expense for the year ended December 31, 2012 was due to an increase in salaries and benefits of $973,000 related to regular annual adjustments as well as salaries and benefits related to the hiring of additional personnel, particularly in the commercial lending and compliance divisions. Expenses associated with other real estate owned (“OREO”) increased $167,000 for the year ended December 31, 2012 due to a write-down of $167,000 on a foreclosed property. Professional fees decreased $161,000 to $1.9 million for the year ended December 31, 2012, compared to $2.0 million for the year ended December 31, 2011. This was primarily due to a decrease in legal services involving strategic planning and regulatory compliance from the year ended December 31, 2011.

Income Taxes. The provision for income taxes increased to $2.3 million for the year ended December 31, 2012, compared to $1.3 million for the comparable 2011 period. The effective tax rate was 26.5% for the year ended December 31, 2012 and 18.2% for the same period in 2011. The increase in the tax provision and effective tax rate in the 2012 year is due primarily to higher pre-tax income while maintaining the same level of tax-advantaged income such as bank owned life insurance (“BOLI”) and tax-exempt municipal obligations. In addition, during the second quarter of 2012, we redeemed certain BOLI policies because of a sudden downgrade in the credit ratings of the insurance carrier and the carrier’s decision to close out its individual life policies to new sales. The redemption of BOLI resulted in an additional income tax provision of $189,000, or 2.2% of income before income taxes.

Comparison of Operating Results for Years Ended December 31, 2011 and 2010

General. Net income for the year ended December 31, 2011 was $5.9 million, or $0.22 per diluted share, compared to $3.0 million, or $0.11 per diluted share, for the same period in 2010.

Interest and Dividend Income. Total interest and dividend income decreased $1.1 million to $45.0 million for the year ended December 31, 2011, compared to $46.1 million for the same period in 2010.

The decrease in interest income was primarily the result of a decrease in the average yield on interest-earning assets for the year ended December 31, 2011, which was partially offset by an increase in the average balance of interest-earning assets for the same period. The average yield on interest-earning assets, on a tax-equivalent basis, decreased 21 basis points to 3.90% for the year ended December 31, 2011 from 4.11% for the same period in 2010.

Interest income on securities decreased $1.8 million to $19.6 million for the year ended December 31, 2011 from $21.4 million for the year ended December 31, 2010. The tax-equivalent yield on securities decreased 12 basis points from 3.48% for the year 2010 to 3.29% for the same period in 2011. The decrease in interest income and tax-equivalent yield on securities for the year ended December 31, 2011 was due to cash flows from securities pay downs being subsequently reinvested in products having a lower yield, which is reflective of the current market rate environment. In addition, the average balance of securities decreased $14.8 million to $619.7 million from $634.5 million for the year ended December 31, 2010.

The decrease in interest income on securities was partially offset by an increase in the average balance of and interest income on loans for the year ended December 31, 2011. The average balance of loans increased $53.9 million to $536.1 million from $482.2 million for the year ended December 31, 2010. Interest income on loans increased $586,000 to $25.3 million for the year ended December 31, 2011, from $24.7 million for the year ended December 31, 2010. The tax-equivalent yield on loans decreased 41 basis points from 5.16% for the year 2010 to 4.75% for the same period in 2011. The tax-equivalent yield on loans decreased because the growth in the average balance of loans took place in an environment of historically low loan rates.

Interest Expense. Interest expense for the year ended December 31, 2011 decreased $2.2 million to $14.5 million from the comparable 2010 period. This was attributable to a decrease in the average cost of interest-bearing liabilities of 32 basis points to 1.56% for the year ended December 31, 2011, from 1.88% for the same period in 2010. The decrease in the cost of interest-bearing liabilities was primarily due to a decrease in rates on time deposits, checking accounts and savings accounts.

Net Interest and Dividend Income. Net interest and dividend income increased $1.1 million to $30.5 million for the year ended December 31, 2011, as compared to $29.4 million for same period in 2010. The net interest margin, on a tax-equivalent basis, was 2.67% and 2.64% for the years ended December 31, 2011 and 2010, respectively. Net interest and dividend income was favorably impacted by an increase in loans, which generally have higher yields than investments, along with a decrease in the cost of funds due to the lower interest rate environment.

The amount that we provided for the provision for loan losses during the year ended December 31, 2011 was based upon the changes that occurred in the loan portfolio during that same period as well as the continued weakening of the local and national economy. The changes in the loan portfolio, described in detail below, include an increase in residential real estate loans and commercial real estate loans, partially offset by decreases in commercial and industrial loans and net loan charge-offs. After evaluating these factors, we provided $1.2 million for loan losses for the year ended December 31, 2011, compared to $8.9 million for the same period in 2010. The allowance was $7.8 million at December 31, 2011 and $6.9 million at December 31, 2010. The allowance for loan losses was 1.40% of total loans at December 31, 2011 and 1.36% at December 31, 2010.

Residential real estate loans increased $43.7 million to $192.5 million at December 31, 2011. We consider residential real estate loans to contain less credit risk and market risk than commercial real estate and commercial and industrial loans. Commercial real estate loans increased $10.9 million to $232.5 million at December 31, 2011 from $221.6 million at December 31, 2010. Commercial and industrial loans decreased $9.6 million to $125.7 million at December 31, 2011 from $135.3 million at December 31, 2010.

For the year ended December 31, 2011, we recorded net charge-offs of $376,000 compared to net charge-offs of $9.6 million for the year ended December 31, 2010. The 2011 period was composed of charge-offs of $640,000 partially offset by recoveries of $264,000. The 2010 period was composed of charge-offs of $9.7 million partially offset by recoveries of $83,000. For the year ended December 31, 2010, charge-offs were primarily made up of a $7.2 million charge-off on a single commercial real estate loan relationship.

Noninterest Income. Noninterest income decreased $3.6 million to $3.8 million for the year ended December 31, 2011, compared to $7.4 million for the same period in 2010.

Net gains on the sales of securities decreased $3.6 million for the year ended December 31, 2011, from $4.1 million in the comparable 2010 period. The net gains for the year ended December 31, 2010 were primarily the result of management wanting to take advantage of unrealized gains within the portfolio as well as wanting to restructure the securities portfolio.

Noninterest Expense. Noninterest expense for the year ended December 31, 2011 was $26.0 million compared to $24.8 million for the same period in 2010. The increase in noninterest expense for the year ended December 31, 2011 was due to an increase in salaries and benefits of $845,000 related to regular annual adjustments as well as salaries and benefits related to the hiring of additional personnel. Professional fees increased $362,000 to $2.0 million for the year ended December 31, 2011, compared to $1.7 million for the same period in 2010. The increase was due to consulting and legal services involving strategic planning and regulatory compliance. This was partially offset by a $304,000 decrease in expenses associated with other real estate owned (“OREO”). OREO expenses were related to write-downs and maintenance of foreclosed properties.

Income Taxes. The provision for income taxes increased to $1.3 million for the year ended December 31, 2011, compared to $34,000 for the comparable 2010 period. The effective tax rate was 18.2% for the year ended December 31, 2011 and 1.1% for the same period in 2010. The increase in the tax provision and effective tax rate in the 2011 period is due primarily to higher pre-tax income while maintaining the same level of tax-advantaged income such as BOLI and tax-exempt municipal obligations.

Liquidity and Capital Resources

The term “liquidity” refers to our ability to generate adequate amounts of cash to fund loan originations, loan purchases, deposit withdrawals and operating expenses. Our primary sources of liquidity are deposits, scheduled amortization and prepayments of loan principal and mortgage-backed securities, maturities and calls of investment securities and funds provided by our operations. We also can borrow funds from the FHLBB based on eligible collateral of loans and securities. Outstanding borrowings from the FHLBB were $261.8 million at December 31, 2012, and $196.7 million at December 31, 2011. At December 31, 2012, we had $78.7 million in available borrowing capacity with the FHLBB. We have the ability to increase our borrowing capacity with the FHLBB by pledging investment securities or loans. In addition, we have a $4.0 million line of credit with Bankers Bank Northeast (“BBN”) at an interest rate determined and reset by BBN on a daily basis. At December 31, 2012, we had $4.0 million outstanding under this line. There were no advances outstanding under this line at December 31, 2011. As part of our contract with BBN, we are required to maintain a reserve balance of $300,000 with BBN for our use of this line. In addition, we may enter into reverse repurchase agreements with approved broker-dealers. Reverse repurchase agreements are agreements that allow us to borrow money using our securities as collateral.

We also have outstanding at any time, a significant number of commitments to extend credit and provide financial guarantees to third parties. These arrangements are subject to strict credit control assessments. Guarantees specify limits to our obligations. Because many commitments and almost all guarantees expire without being funded in whole or in part, the contract amounts are not estimates of future cash flows. We are also obligated under agreements with the FHLBB to repay borrowed funds and are obligated under leases for certain of our branches and equipment. A summary of lease obligations, borrowings, and credit commitments at December 31, 2012 follows:

	Within 1 Year		After 1 Year But Within 3 Years		After 3 Year But Within 5 Years		After 5 Years		Total
	(Dollars in thousands)
Lease Obligations
Operating lease obligations	$	624	$	1,213	$	840	$	9,435	$	12,112

Borrowings and Debt
Federal Home Loan Bank		61,671		56,228		110,892		33,000		261,791
Bankers’ Bank		4,000		-		-		-		4,000
Securities sold under agreements to repurchase		44,504		-		-		38,500		83,004
Total borrowings and debt		110,175		56,228		110,892		71,500		348,795

Credit Commitments
Available lines of credit		63,488		-		-		22,986		86,474
Other loan commitments		33,876		3,452		-		297		37,625
Letters of credit		2,099		-		-		91		2,190
Total credit commitments		99,463		3,452		-		23,374		126,289

Total	$	210,262	$	60,893	$	111,732	$	104,309	$	487,196

Maturing investment securities are a relatively predictable source of funds. However, deposit flows, calls of securities and prepayments of loans and mortgage-backed securities are strongly influenced by interest rates, general and local economic conditions and competition in the marketplace. These factors reduce the predictability of the timing of these sources of funds.

Our primary investing activities are the origination of commercial real estate, commercial and industrial and consumer loans, and the purchase of mortgage-backed and other investment securities. During the year ended December 31, 2012, we originated loans of $133.1 million, compared to $95.4 million in 2011. Under our residential real estate loan program, we refer our residential real estate borrowers to a third-party mortgage company and substantially all of our residential real estate loans are underwritten, originated and serviced by a third-party mortgage company. Purchases of securities totaled $375.2 million for the year ended December 31, 2012 and $257.3 million for the year ended December 31, 2011. At December 31, 2012, we had loan commitments to borrowers of approximately $39.8 million, and available home equity and unadvanced lines of credit of approximately $86.5 million.

Deposit flows are affected by the level of interest rates, by the interest rates and products offered by competitors and by other factors. Total deposits increased $20.5 million and $32.7 million during the years ended December 31, 2012 and 2011, respectively. Time deposit accounts scheduled to mature within one year were $172.1 million at December 31, 2012. Based on our deposit retention experience and current pricing strategy, we anticipate that a significant portion of these certificates of deposit will remain on deposit. We monitor our liquidity position frequently and anticipate that it will have sufficient funds to meet our current funding commitments.

At December 31, 2012, Westfield Financial and the Bank exceeded each of the applicable regulatory capital requirements. Westfield Financial had tier 1 leverage capital of $178.2 million, or 13.9% to adjusted total assets, tier 1 capital to risk weighted assets of $178.2 million, or 24.3%, and total capital to risk weighted assets of $186.1 million or 25.4%. The Bank had tangible equity to tangible assets of 13.3%, tier 1 leverage capital of $169.2 million, or 13.3% to adjusted total assets, tier 1 capital to risk weighted assets of $169.2 million or 23.2%, and total capital to risk weighted assets of $176.9 million or 24.2%. See Footnote 10, Regulatory Capital, of our notes to consolidated financial statements for further information on our regulatory requirements.

We do not anticipate any material capital expenditures during calendar year 2013, nor do we have any balloon or other payments due on any long-term obligations or any off-balance sheet items other than the commitments and unused lines of credit noted above.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements, other than noted above, that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Management of Market Risk

As a financial institution, our primary market risk is interest rate risk since substantially all transactions are denominated in U.S. dollars with no direct foreign exchange or changes in commodity price exposure. Fluctuations in interest rates will affect both our level of income and expense on a large portion of our assets and liabilities. Fluctuations in interest rates will also affect the market value of all interest-earning assets.

The primary goal of our interest rate management strategy is to limit fluctuations in net interest income as interest rates vary up or down and control variations in the market value of assets, liabilities and net worth as interest rates vary. We seek to coordinate asset and liability decisions so that, under changing interest rate scenarios, net interest income will remain within an acceptable range.

To achieve the objectives of managing interest rate risk, the Asset and Liability Management Committee meets periodically to discuss and monitor the market interest rate environment relative to interest rates that are offered on our products. The Asset and Liability Management Committee presents quarterly reports to our Board of Directors at their regular meetings.

Our primary source of funds has been deposits, consisting primarily of time deposits, money market accounts, savings accounts, demand accounts and interest bearing checking accounts, which have shorter terms to maturity than the loan portfolio. Several strategies have been employed to manage the interest rate risk inherent in the asset/liability mix, including but not limited to:

•

maintaining the diversity of our existing loan portfolio through a balanced approach of growing the residential mortgages, for which we have experienced a greater demand in our market area, and commercial loans and commercial real estate loan originations, which typically have variable rates and shorter terms than residential mortgages; and

•

emphasizing investments with an expected average duration of five years or less.

In 2012, increasing the residential loan portfolio has helped generate higher yields than investments in a low rate environment. However management has continued its emphasis on growing commercial loans has which have variable rates and shorter maturities than residential loans. Moreover, the actual amount of time before loans are repaid can be significantly affected by changes in market interest rates. Prepayment rates will also vary due to a number of other factors, including the regional economy in the area where the loans were originated, seasonal factors, demographic variables and the assumability of the loans. However, the major factors affecting prepayment rates are prevailing interest rates, related financing opportunities and competition. We monitor interest rate sensitivity so that we can adjust our asset and liability mix in a timely manner and minimize the negative effects of changing rates.

Each of our sources of liquidity is vulnerable to various uncertainties beyond our control. Scheduled loan and security payments are a relatively stable source of funds, while loan and security prepayments and calls, and deposit flows vary widely in reaction to market conditions, primarily prevailing interest rates. Asset sales are influenced by pledging activities, general market interest rates and unforeseen market conditions. Our financial condition is affected by our ability to borrow at attractive rates, retain deposits at market rates and other market conditions. We consider our sources of liquidity to be adequate to meet expected funding needs and also to be responsive to changing interest rate markets.

Net Interest and Dividend Income Simulation. We use a simulation model to monitor net interest income at risk under different interest rate environments. The changes in interest income and interest expense due to changes in interest rates reflect the rate sensitivity of our interest-earning assets and interest-bearing liabilities. For example, in a rising interest rate environment, the interest income from an adjustable rate loan is likely to increase depending on its repricing characteristics while the interest income from a fixed rate loan would not increase until the funds were repaid and loaned out at a higher interest rate.

The table below sets forth as of December 31, 2012 the estimated changes in net interest and dividend income for the following twelve month period, resulting from a constant balance sheet and instantaneous and parallel shifts in the yield curve up 100, 200, 300 and 400 basis points and down 100 basis points compared to rates remaining unchanged.

For the Year Ending December 31, 2012
Changes in Interest Rates (Basis Points)	Net Interest and Dividend Income	% Change
(Dollars in thousands)
400	28,748	-3.7%
300	29,353	-1.6%
200	29,885	0.2%
100	30,042	0.7%
0	29,841	0.0%
-100	29,047	-2.7%

The repricing and/or new rates of assets and liabilities moved in tandem with market rates. However, in certain deposit products, the use of data from a historical analysis indicated that the rates on these products would move only a fraction of the rate change amount. Pertinent data from each loan account, deposit account and investment security was used to calculate future cash flows. The data included such items as maturity date, payment amount, next repricing date, repricing frequency, repricing index and spread. Prepayment speed assumptions were based upon the difference between the account rate and the current market rate.

The income simulation analysis was based upon a variety of assumptions. These assumptions include but are not limited to asset mix, prepayment speeds, the timing and level of interest rates, and the shape of the yield curve. As market conditions vary from the assumptions in the income simulation analysis, actual results will differ. As a result, the income simulation analysis does not serve as a forecast of net interest income, nor do the calculations represent any actions that management may undertake in response to changes in interest rates.

Recent Accounting Pronouncements

Refer to Note 1 of the notes to consolidated financial statements for a summary of the recent accounting pronouncements.

Impact of Inflation and Changing Prices

Our consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). GAAP generally requires the measurement of financial position and operating results in terms of historical dollars without consideration for changes in the relative purchasing power of money over time due to inflation. The impact of inflation is reflected in the increased cost of our operations. Unlike industrial companies, our assets and liabilities are primarily monetary in nature. As a result, changes in market interest rates have a greater impact on performance than do the effects of inflation.

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Management of Market Risk,” for a discussion of quantitative and qualitative disclosures about market risk.

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our consolidated financial statements and the accompanying notes may be found on pages F-1 through F-46 of this report.

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Management, including our President and Chief Executive Officer and Chief Financial Officer and Treasurer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer and Treasurer concluded that the disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports we file and submit under the Exchange Act (i) is recorded, processed, summarized and reported as and when required and (ii) accumulated and communicated to our management including the Chief Executive Officer and Chief Financial Officer and Treasurer, as appropriate to allow timely discussion regarding required disclosure.

There have been no changes in our internal control over financial reporting identified in connection with the evaluation that occurred during our last fiscal quarter that has materially affected, or that is reasonably likely to materially affect, our internal control over financial reporting.

Management Report on Internal Control Over Financial Reporting

•

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control system is a process designed to provide reasonable assurance to our management and board of directors regarding the preparation and fair presentation of published financial statements.

•

Our internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures are being made only in accordance with authorizations of management and the directors; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

•

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

•

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2012. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework. Based on our assessment we believe that, as of December 31, 2012, our internal control over financial reporting is effective based on those criteria.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders

Westfield Financial, Inc.

We have audited Westfield Financial, Inc. and subsidiaries’ (the “Company”) internal control over financial reporting as of December 31, 2012, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management of Westfield Financial, Inc. is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Also, because management’s assessment and our audit were conducted to meet the reporting requirements of Section 112 of the Federal Deposit Insurance Corporation Improvement Act (FDICIA), our audit of Westfield Financial, Inc.’s internal control over financial reporting included controls over the preparation of financial statements in accordance with the instructions to the Consolidated Financial Statements for Bank Holding Companies (Form FR Y-9C) and the Federal Financial Institutions Examination Council Instructions for Consolidated Reports of Condition and Income. A company's internal control over financial reporting includes those policies and procedures that (a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

In our opinion, Westfield Financial, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2012, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the December 31, 2012 consolidated financial statements of Westfield Financial, Inc. and our report dated March 15, 2013 expressed an unqualified opinion.

We were not engaged to, and we have not performed any procedures with respect to management’s assertion regarding compliance with laws and regulations included in the accompanying Management Report on Internal Control over Financial Reporting and Compliance with Laws and Regulations. Accordingly, we do not express any opinion, or any other form of assurance, on management’s assertion regarding compliance with laws and regulations.

/s/ WOLF & COMPANY, P.C.

Boston, Massachusetts

March 15, 2013

ITEM 9B.

OTHER INFORMATION

None.

PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following information included in the Proxy Statement is incorporated herein by reference: “Information About Our Board of Directors,” “Information About Our Executive Officers,” “Information About the Board of Directors and Corporate Governance,” and “Section 16(a) Beneficial Ownership Reporting Compliance.”

ITEM 11.

EXECUTIVE COMPENSATION

The following information included in the Proxy Statement is incorporated herein by reference: “Compensation Committee Interlocks,” “Compensation Discussion and Analysis,” “Compensation Committee Report,” and “Executive and Director Compensation Tables.”

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

The following information included in the Proxy Statement is incorporated herein by reference: “Security Ownership of Certain Beneficial Owners and Management” and “Securities Authorized For Issuance Under Equity Compensation Plans.”

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The following information included in the Proxy Statement is incorporated herein by reference: “Transactions with Related Persons” and “Board of Directors Independence.”

ITEM 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES

The following information included in the Proxy Statement is incorporated herein by reference: “Independent Registered Public Accounting Firm Fees and Services.”

PART IV

ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)(1)

Financial Statements

Reference is made to the consolidated financial statements and accompanying notes included in Item 8 of Part II hereof.

(a)(2)

Financial Statement Schedules

Consolidated financial statement schedules have been omitted because the required information is not present, or not present in amounts sufficient to require submission of the schedules, or because the required information is provided in the consolidated financial statements or notes thereto.

(a)(3)

Exhibits

The exhibits required to be filed as part of this Annual Report on Form 10-K are listed in the Exhibit Index attached hereto and are incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 15, 2013.

	Westfield Financial, Inc.


	By:	/s/ James C. Hagan
		James C. Hagan
		Chief Executive Officer and President
		(Principal Executive Officer)

	By:	/s/ Leo R. Sagan, Jr.
		Leo R. Sagan, Jr.
		Chief Financial Officer and Treasurer
		(Principal Financial Officer and Principal Accounting Officer)

Pursuant to the requirements of the Securities Act of 1933, as amended, and any rules and regulations promulgated thereunder, this Annual Report on Form 10-K, has been signed by the following persons on March 15, 2013 in the capacities indicated.

Name		Title

/s/ James C. Hagan		Chief Executive Officer, President and Director (Principal Executive Officer)
James C. Hagan

/s/ Leo R. Sagan, Jr.		Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)
Leo R. Sagan, Jr.

/s/ Donald A. Williams		Chairman of the Board
Donald A. Williams

/s/ Victor J. Carra		Director
Victor J. Carra

/s/ David C. Colton, Jr.		Director
David C. Colton, Jr.

/s/ Robert T. Crowley, Jr.		Director
Robert T. Crowley, Jr.

/s/ Donna J. Damon		Director
Donna J. Damon

/s/ Richard C. Placek		Director
Richard C. Placek

/s/ Paul R. Pohl		Director
Paul R. Pohl

/s/ Steven G. Richter		Director
Steven G. Richter

/s/ Philip R. Smith		Director
Philip R. Smith

/s/ Charles E. Sullivan		Director
Charles E. Sullivan

/s/ Kevin M. Sweeney		Director
Kevin M. Sweeney

/s/ Christos A. Tapases		Director
Christos A. Tapases

EXHIBIT INDEX

	3.1	Articles of Organization of New Westfield Financial, Inc. (incorporated by reference to Exhibit 3.1 of the Registration Statement on Form S-1 (No. 333-137024) filed with the Securities and Exchange Commission on August 31, 2006).

	3.2	Articles of Amendment of New Westfield Financial, Inc. (incorporated by reference to Exhibit 3.3 of the Form 8-K filed with the Securities and Exchange Commission on January 5, 2007).

	3.3	Amended and Restated Bylaws of Westfield Financial, Inc. (incorporated by reference to Exhibit 3.2 of the Form 10-K filed with the Securities and Exchange Commission on March 14, 2011).

	4.1	Form of Stock Certificate of Westfield Financial, Inc. (incorporated by reference to Exhibit 4.1 of the Registration Statement on Form S-1 (No. 333-137024) filed with the Securities and Exchange Commission on August 31, 2006).

	10.1*	Form of Employee Stock Ownership Plan of Westfield Financial, Inc. (incorporated by reference to Exhibit 10.1 of the Form 10-Q filed with the Securities and Exchange Commission on November 8, 2011).

	10.2*	Form of Director’s Deferred Compensation Plan (incorporated by reference to Exhibit 10.7 of the Form 8-K filed with the Securities and Exchange Commission on December 22, 2005).

	10.3*	The 401(k) Plan adopted by Westfield Bank (incorporated herein by reference to Exhibit 4.1 of the Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (No. 333-73132) filed with the Securities and Exchange Commission on April 28, 2006).

	10.4*	Amendment to the 401(k) Plan adopted by Westfield Bank (incorporated by reference to Exhibit 10.11 of the Form 8-K filed with the Securities and Exchange Commission on July 13, 2006).

	10.5*	Amended and Restated Benefit Restoration Plan of Westfield Financial, Inc. (incorporated by reference to Exhibit 10.5 of the Form 8-K filed with the Securities and Exchange Commission on October 29, 2007).

	10.6*	Form of Amended and Restated Deferred Compensation Agreement with Donald A. Williams (incorporated by reference to Exhibit 10.10 of the Form 8-K filed with the Securities and Exchange Commission on December 22, 2005).

	10.7*	Amended and Restated Employment Agreement between James C. Hagan and Westfield Bank (incorporated by reference to Exhibit 10.9 of the Form 8-K filed with the Securities and Exchange Commission on January 5, 2009).

	10.8*	Amended and Restated Employment Agreement between James C. Hagan and Westfield Financial, Inc. (incorporated by reference to Exhibit 10.12 of the Form 8-K filed with the Securities and Exchange Commission on January 5, 2009).

	10.9	Agreement between Westfield Bank and Village Mortgage Company (incorporated by reference to Exhibit 10.17 of Amendment No. 1 of the Registration Statement No. 333-137024 on Form S-1 filed with the Securities and Exchange Commission on August 31, 2006).

	10.10*	Employment Agreement between Leo R. Sagan, Jr. and Westfield Bank (incorporated by reference to Exhibit 10.15 of the Form 8-K filed with the Securities and Exchange Commission on January 5, 2009).

	10.11*	Employment Agreement between Leo R. Sagan, Jr. and Westfield Financial, Inc (incorporated by reference to Exhibit 10.16 of the Form 8-K filed with the Securities and Exchange Commission on January 5, 2009).

	10.12*	Employment Agreement between Gerald P. Ciejka and Westfield Bank (incorporated by reference to Exhibit 10.17 of the Form 8-K filed with the Securities and Exchange Commission on January 5, 2009).

	10.13*	Employment Agreement between Gerald P. Ciejka and Westfield Financial, Inc. (incorporated by reference to Exhibit 10.18 of the Form 8-K filed with the Securities and Exchange Commission on January 5, 2009).

	10.14*	Employment Agreement between Allen J. Miles, III and Westfield Bank (incorporated by reference to Exhibit 10.19 of the Form 8-K filed with the Securities and Exchange Commission on January 5, 2009).

	10.15*	Employment Agreement between Allen J. Miles, III and Westfield Financial, Inc. (incorporated by reference to Exhibit 10.20 of the Form 8-K filed with the Securities and Exchange Commission on January 5, 2009).

	10.16*	2002 Stock Option Plan (incorporated by reference to Appendix B of the Schedule 14A filed with the Securities and Exchange Commission on May 24, 2002).

	10.17*	Amendment to the 2002 Stock Option Plan (incorporated by reference to Appendix A of the Schedule 14A filed with the Securities and Exchange Commission on April 25, 2003).

	10.18*	2002 Recognition and Retention Plan (incorporated by reference to Appendix C of the Schedule 14A filed with the Securities and Exchange Commission on May 24, 2002).

	10.19*	Amendment to the 2002 Recognition and Retention Plan (incorporated by reference to Appendix B of the Schedule 14A filed with the Securities and Exchange Commission on April 25, 2003).

	10.20*	2007 Stock Option Plan (incorporated by reference to Appendix A of the Schedule 14A filed with the Securities and Exchange Commission on June 18, 2007).

	10.21*	Amendment to the 2007 Stock Option Plan (incorporated by reference to Appendix B of the Schedule 14A filed with the Securities and Exchange Commission on April 14, 2008).

	10.22*	2007 Recognition and Retention Plan (incorporated by reference to Appendix B of the Schedule 14A filed with the Securities and Exchange Commission on June 18, 2007).

	10.23*	Amendment to the 2007 Recognition and Retention Plan (incorporated by reference to Appendix C of the Schedule 14A filed with the Securities and Exchange Commission on April 14, 2008).

	21.1†	Subsidiaries of Westfield Financial

	23.1†	Consent of Wolf & Company, P.C.

	31.1†	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

	31.2†	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

	32.1†	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

	32.2†	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

	101**	Financial statements from the annual report on Form 10-K of Westfield Financial, Inc. for the year ended December 31, 2012, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Shareholders’ Equity and Comprehensive Income, (iv) the Consolidated Statements of Cash Flows and (v) Notes to Consolidated Financial Statements.

_______________________________

†	Filed herewith.

*	Management contract or compensatory plan or arrangement.

Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

Westfield Financial, Inc.

We have audited the accompanying consolidated balance sheets of Westfield Financial, Inc. and subsidiaries (the “Company”) as of December 31, 2012 and 2011, and the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2012. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Westfield Financial, Inc. and subsidiaries as of December 31, 2012 and 2011, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2012 in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2012, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated March 15, 2013 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

/s/ WOLF & COMPANY, P.C.

Boston, Massachusetts

March 15, 2013

F-1

WESTFIELD FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except share data)
	December 31,
	2012			2011
ASSETS
CASH AND DUE FROM BANKS	$	9,847		$	10,953
FEDERAL FUNDS SOLD		459			131
INTEREST-BEARING DEPOSITS AND OTHER SHORT-TERM INVESTMENTS		1,455			10,021
CASH AND CASH EQUIVALENTS		11,761			21,105

SECURITIES AVAILABLE FOR SALE – AT FAIR VALUE		621,507			617,537

FEDERAL HOME LOAN BANK OF BOSTON AND OTHER RESTRICTED STOCK - AT COST		14,269			12,438

LOANS - Net of allowance for loan losses of $7,794 and $7,764 at December 31, 2012 and 2011, respectively		587,124			546,392

PREMISES AND EQUIPMENT, Net		11,077			10,997

ACCRUED INTEREST RECEIVABLE		4,602			4,022

BANK-OWNED LIFE INSURANCE		46,222			44,040

DEFERRED TAX ASSET, Net		123			1,863

OTHER REAL ESTATE OWNED		964			1,130

OTHER ASSETS		3,813			3,740
TOTAL ASSETS	$	1,301,462		$	1,263,264

LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES:
DEPOSITS :
Noninterest-bearing	$	114,388		$	100,157
Interest-bearing		639,025			632,801
Total deposits		753,413			732,958

SHORT-TERM BORROWINGS		69,934			52,985

LONG-TERM DEBT		278,861			247,320
SECURITIES PENDING SETTLEMENT		-			363
OTHER LIABILITIES		10,067			10,650
TOTAL LIABILITIES		1,112,275			1,044,276

COMMITMENTS AND CONTINGENCIES (Note 13)

SHAREHOLDERS' EQUITY:
Preferred stock - $.01 par value, 5,000,000 shares authorized, none outstanding at December 31, 2012 and 2011		-			-
Common stock - $.01 par value, 75,000,000 shares authorized; 22,843,722 and 26,918,250 shares issued and outstanding at December 31, 2012 and 2011, respectively		228			269
Additional paid-in capital		144,718			173,615
Unearned compensation - ESOP		(8,553	)		(9,119	)
Unearned compensation - Equity Incentive Plan		(265	)		(1,228	)
Retained earnings		42,364			47,735
Accumulated other comprehensive income		10,695			7,716
Total shareholders' equity		189,187			218,988
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	1,301,462		$	1,263,264

See accompanying notes to consolidated financial statements.

F-2

WESTFIELD FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except share data)
	Years Ended December 31,
	2012			2011			2010
INTEREST AND DIVIDEND INCOME:
Residential and commercial real estate loans	$	20,449		$	19,500		$	18,023
Commercial and industrial loans		4,994			5,630			6,496
Consumer loans		160			188			213
Debt securities, taxable		15,621			17,739			19,648
Debt securities, tax-exempt		1,592			1,680			1,533
Equity securities		186			205			202
Other investments – at cost		94			62			24
Federal funds sold, interest-bearing deposits and other short-term investments		8			1			8
Total interest and dividend income		43,104			45,005			46,147
INTEREST EXPENSE:
Deposits		6,142			7,589			9,850
Long-term debt		6,406			6,731			6,538
Short-term borrowings		115			147			377
Total interest expense		12,663			14,467			16,765
Net interest and dividend income		30,441			30,538			29,382
PROVISION FOR LOAN LOSSES		698			1,206			8,923
Net interest and dividend income after provision for loan losses		29,743			29,332			20,459

NONINTEREST INCOME (LOSS):
Total other-than-temporary impairment losses on debt securities		-			(603	)		(590	)
Portion of other-than-temporary impairment losses recognized in accumulated other comprehensive income		-			501			443
Net other-than-temporary impairment losses recognized in income		-			(102	)		(147	)
Service charges and fees		2,581			1,973			1,940
Income from bank-owned life insurance		1,519			1,546			1,524
Loss on prepayment of borrowings		(1,017	)		-			-
Gain on sales of securities, net		2,907			414			4,072
(Loss) gain on sale of OREO		-			(25	)		1
Total noninterest income		5,990			3,806			7,390
NONINTEREST EXPENSE:
Salaries and employees benefits		16,530			15,557			14,712
Occupancy		2,775			2,671			2,620
Computer operations		2,106			1,917			1,940
Professional fees		1,872			2,033			1,671
OREO expense		237			70			374
FDIC insurance assessment		611			683			751
Other		3,092			3,027			2,741
Total noninterest expense		27,223			25,958			24,809
INCOME BEFORE INCOME TAXES		8,510			7,180			3,040
INCOME TAX PROVISION		2,256			1,306			34
NET INCOME	$	6,254		$	5,874		$	3,006

EARNINGS PER COMMON SHARE:
Basic earnings per share	$	0.26		$	0.22		$	0.11
Weighted average shares outstanding		24,501,951			26,482,064			27,595,014
Diluted earnings per share	$	0.26		$	0.22		$	0.11
Weighted average diluted shares outstanding		24,519,515			26,589,510			27,793,409

See accompanying notes to consolidated financial statements.

F-3

WESTFIELD FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Dollars in thousands)
	Years Ended December 31,
	2012			2011			2010

Net income	$	6,254		$	5,874		$	3,006

Other comprehensive income (loss):
Unrealized gains (losses) on securities:
Unrealized holding gains (losses) on securities available for sale		7,371			21,778			(12,766	)
Reclassification adjustment for securities transferred from held-to-maturity to available-for-sale		-			-			12,653
Reclassification adjustment for gains realized in income		(2,907	)		(414	)		(4,072	)
Other-than-temporary impairment losses on securities available for sale		-			102			147
Net unrealized gains (losses)		4,464			21,466			(4,038	)
Tax effect		(1,532	)		(7,371	)		1,226
Net-of-tax amount		2,932			14,095			(2,812	)

Defined benefit pension plans:
Gains and losses arising during the period pertaining to defined benefit plans		(94	)		(1,412	)		(670	)
Reclassification adjustments:
Actuarial loss		175			116			91
Transition asset		(11	)		(12	)		(12	)
Net adjustments pertaining to defined benefit plans		70			(1,308	)		(591	)
Tax effect		(23	)		445			201
Net-of-tax amount		47			(863	)		(390	)

Other comprehensive income (loss)		2,979			13,232			(3,202	)

Comprehensive income (loss)	$	9,233		$	19,106		$	(196	)

See accompanying notes to consolidated financial statements.

F-4

WESTFIELD FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(Dollars in thousands, except share data)
	Common Stock
		Shares		Par Value			Additional Paid-in Capital			Unearned Compensation- ESOP			Unearned Compensation- Equity Incentive Plan			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total
BALANCE AT DECEMBER 31, 2009		29,818,526		$	298		$	193,609		$	(10,299	)	$	(3,248	)	$	69,253		$	(2,314	)	$	247,299
Net income		-			-			-			-			-			3,006			-			3,006
Other comprehensive loss		-			-			-			-			-			-			(3,202	)		(3,202	)
Common stock held by ESOP committed to be released (89,039 shares)		-			-			149			598			-			-			-			747
Share-based compensation - stock options		-			-			798			-			-			-			-			798
Share-based compensation - equity incentive plan		-			-			-			-			1,159			-			-			1,159
Excess tax shortfalls from equity incentive plan		-			-			(18	)		-			-			-			-			(18	)
Common stock repurchased		(1,988,634	)		(19	)		(16,108	)		-			-			-			-			(16,127	)
Issuance of common stock in connection with stock option exercises		336,527			3			2,942			-			-			(1,468	)		-			1,477
Issuance of common stock in connection with equity incentive plan		-			-			69			-			(69	)		-			-			-
Excess tax benefits in connection with stock option exercises		-			-			401			-			-			-			-			401
Cash dividends declared and paid ($0.52 per share)		-			-			-			-			-			(14,295	)		-			(14,295	)
BALANCE AT DECEMBER 31, 2010		28,166,419			282			181,842			(9,701	)		(2,158	)		56,496			(5,516	)		221,245
Net income		-			-			-			-			-			5,874			-			5,874
Other comprehensive income		-			-			-			-			-			-			13,232			13,232
Common stock held by ESOP committed to be released (86,720 shares)		-			-			112			582			-			-			-			694
Share-based compensation - stock options		-			-			792			-			-			-			-			792
Share-based compensation - equity incentive plan		-			-			-			-			1,157			-			-			1,157
Excess tax shortfalls from equity incentive plan		-			-			(93	)		-			-			-			-			(93	)
Issuance of common stock to ESOP		1,946			-			15			-			-			-			-			15
Common stock repurchased		(1,331,856	)		(14	)		(10,057	)		-			-			-			-			(10,071	)
Issuance of common stock in connection with stock option exercises		81,741			1			688			-			-			(330	)		-			359
Issuance of common stock in connection with equity incentive plan		-			-			227			-			(227	)		-			-			-
Excess tax benefits in connection with stock option exercises		-			-			89			-			-			-			-			89
Cash dividends declared and paid ($0.54 per share)		-			-			-			-			-			(14,305	)		-			(14,305	)
BALANCE AT DECEMBER 31, 2011		26,918,250			269			173,615			(9,119	)		(1,228	)		47,735			7,716			218,988
Net income		-			-			-			-			-			6,254			-			6,254
Other comprehensive income		-			-			-			-			-			-			2,979			2,979
Common stock held by ESOP committed to be released (84,261 shares)		-			-			62			566			-			-			-			628
Share-based compensation - stock options		-			-			642			-			-			-			-			642
Share-based compensation - equity incentive plan		-			-			-			-			963			-			-			963
Excess tax shortfall from equity incentive plan		-			-			(96	)		-			-			-			-			(96	)
Common stock repurchased		(4,311,841	)		(43	)		(31,688	)		-			-			-			-			(31,731	)
Issuance of common stock in connection with stock option exercises		237,313			2			1,943			-			-			(904	)		-			1,041
Excess tax benefits in connection with stock option exercises		-			-			240			-			-			-			-			240
Cash dividends declared and paid ($0.44 per share)		-			-			-			-			-			(10,721	)		-			(10,721	)
BALANCE AT DECEMBER 31, 2012		22,843,722		$	228		$	144,718		$	(8,553	)	$	(265	)	$	42,364		$	10,695		$	189,187

See accompanying notes to consolidated financial statements

F-5

WESTFIELD FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
	Years Ended December 31,
	2012			2011			2010
OPERATING ACTIVITIES:
Net income	$	6,254		$	5,874		$	3,006
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses		698			1,206			8,923
Depreciation and amortization of premises and equipment		1,049			1,120			1,261
Net amortization of premiums and discounts on securities and mortgage loans		4,411			3,424			6,053
Net amortization of premiums on modified debt		537			187			-
Share-based compensation expense		1,605			1,949			1,957
Amortization of ESOP expense		628			694			747
Excess tax shortfalls from equity incentive plan		96			93			18
Excess tax benefits in connection with stock option exercises		(240	)		(89	)		(401	)
Net gains on sales of securities		(2,907	)		(414	)		(4,072	)
Other-than-temporary impairment losses on securities		-			102			147
Write-downs of OREO		166			-			285
Loss (gain) on sale of OREO		-			25			(1	)
Loss on prepayment of borrowings		1,017			-			-
Deferred income tax provision (benefit)		185			21			(389	)
Income from bank-owned life insurance		(1,519	)		(1,546	)		(1,524	)
Changes in assets and liabilities:
Accrued interest receivable		(580	)		248			928
Other assets		976			1,587			358
Other liabilities		(1,066	)		309			1,059
Net cash provided by operating activities		11,310			14,790			18,355
INVESTING ACTIVITIES:
Securities held to maturity:
Purchases		-			-			(62,111	)
Proceeds from calls, maturities, and principal collections		-			-			69,075
Securities available for sale:
Purchases		(375,168	)		(257,289	)		(654,889	)
Proceeds from sales		288,116			203,665			496,990
Proceeds from calls, maturities, and principal collections		86,210			89,183			122,598
Purchase of residential mortgages		(62,895	)		(58,241	)		(61,880	)
Loan originations and principal payments, net		21,286			11,848			19,122
Purchase of Federal Home Loan Bank of Boston stock		(2,026	)		(156	)		(1,912	)
Proceeds from redemption of Federal Home Loan Bank of Boston stock		195			-			-
Proceeds from sale of OREO		-			198			1,693
Purchases of premises and equipment		(1,129	)		(514	)		(662	)
Purchase of bank-owned life insurance		(2,600	)		(2,000	)		-
Surrender of bank-owned life insurance		1,585			-			-
Net cash used in investing activities		(46,426	)		(13,306	)		(71,976	)
FINANCING ACTIVITIES:
Net increase in deposits		20,455			32,623			52,360
Net change in short-term borrowings		16,949			(9,952	)		(11,562	)
Repayment of long-term debt		(88,748	)		(5,150	)		(20,852	)
Proceeds from long-term debt		118,735			14,132			45,129
Cash dividends paid		(10,721	)		(14,305	)		(14,295	)
Common stock repurchased		(32,083	)		(9,708	)		(16,127	)
Issuance of common stock in connection with stock option exercises		1,041			359			1,477
Excess tax shortfalls in connection with equity incentive plan		(96	)		(93	)		(18	)
Excess tax benefits in connection with stock option exercises		240			89			401
Purchase of common stock in connection with employee benefit program		-			15			-
Net cash provided by financing activities		25,772			8,010			36,513

NET CHANGE IN CASH AND CASH EQUIVALENTS:		(9,344	)		9,494			(17,108	)
Beginning of year		21,105			11,611			28,719
End of year	$	11,761		$	21,105		$	11,611

Supplemental cashflow information:
Transfer of loans to other real estate owned	$	-		$	1,130		$	538
Net cash due (from) to broker for investment purchases		(11	)		(7,780	)		7,791
Net cash due (from) to broker for common stock repurchased		(352	)		352			-
Securities reclassified from available-for-sale to held-to-maturity		-			-			287,074

See the accompanying notes to consolidated financial statements

F-6

WESTFIELD FINANCIAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2012, 2011, AND 2010

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations and Basis of Presentation - Westfield Financial, Inc. (“Westfield Financial,” “we” or “us”) is the bank holding company for Westfield Bank, a federally chartered stock savings bank (the “Bank”).

Westfield Bank’s deposits are insured to the limits specified by the Federal Deposit Insurance Corporation (“FDIC”). The Bank operates 11 branches in western Massachusetts and its primary sources of revenue are income from securities and earnings on loans to small and middle-market businesses and to residential property homeowners.

Elm Street Securities Corporation and WFD Securities Corporation, Massachusetts-chartered security corporations, were formed by Westfield Financial for the primary purpose of holding qualified securities. WB Real Estate Holdings, LLC, a Massachusetts-chartered limited liability company was formed for the primary purpose of holding real property acquired as security for debts previously contracted by the Bank.

Principles of Consolidation - The consolidated financial statements include the accounts of Westfield Financial, Westfield Bank, Elm Street Securities Corporation, WB Real Estate Holdings and WFD Securities Corporation. All material intercompany balances and transactions have been eliminated in consolidation.

Estimates - The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses for each. Actual results could differ from those estimates. Estimates that are particularly susceptible to significant change in the near-term relate to the determination of the allowance for loan losses, other-than-temporary impairment of securities and the valuation of deferred tax assets.

Reclassifications – Certain amounts in the prior year financial statements have been reclassified to conform to the current year presentation.

Cash and Cash Equivalents - We define cash on hand, cash due from banks, federal funds sold and interest-bearing deposits having an original maturity of 90 days or less as cash and cash equivalents. Cash and cash equivalents at December 31, 2011 include partially restricted cash of $2,076,000 for Federal Reserve Bank of Boston cash reserve requirements. There is no cash reserve requirement for the Federal Reserve Bank of Boston at December 31, 2012. We are also required to maintain a reserve balance with Bankers Bank Northeast (“BBN”) as part of our coin and currency contract and line of credit with BBN. The required reserve amounted to $925,000 at December 31, 2012 and $650,000 at December 31, 2011.

Securities and Mortgage-Backed Securities - Debt securities, including mortgage-backed securities, which management has the positive intent and ability to hold until maturity are classified as held to maturity and are carried at amortized cost. Securities, including mortgage-backed securities, which have been identified as assets for which there is not a positive intent to hold to maturity are classified as available for sale and are carried at fair value with unrealized gains and losses, net of income taxes, reported as a separate component of comprehensive income/loss. We do not acquire securities and mortgage-backed securities for purposes of engaging in trading activities.

Realized gains and losses on sales of securities and mortgage-backed securities are computed using the specific identification method and are included in noninterest income on the trade date. The amortization of premiums and accretion of discounts is determined by using the level yield method to the maturity date.

F-7

Other-than-Temporary Impairment of Securities - On a quarterly basis, we review securities with a decline in fair value below the amortized cost of the investment to determine whether the decline in fair value is temporary or other-than-temporary. Declines in the fair value of marketable equity securities below their cost that are deemed to be other-than-temporary based on the severity and duration of the impairment are reflected in earnings as realized losses. In estimating other-than-temporary impairment losses for securities, impairment is required to be recognized if (1) we intend to sell the security; (2) it is “more likely than not” that we will be required to sell the security before recovery of its amortized cost basis; or (3) for debt securities, the present value of expected cash flows is not sufficient to recover the entire amortized cost basis. For all impaired debt securities that we intend to sell, or more likely than not will be required to sell, the full amount of the other-than-temporary impairment is recognized through earnings. For all other impaired debt securities, credit-related other-than-temporary impairment is recognized through earnings, while non-credit related other-than-temporary impairment is recognized in other comprehensive income/loss, net of applicable taxes.

Fair Value Hierarchy - We group our assets generally measured at fair value in three levels, based on the markets in which the assets are traded and the reliability of the assumptions used to determine fair value.

Level 1 – Valuation is based on quoted prices in active markets for identical assets. Level 1 assets generally include debt and equity securities that are traded in an active exchange market. Valuations are obtained from readily available pricing sources for market transactions involving identical assets.

Level 2 – Valuation is based on observable inputs other than Level 1 prices, such as quoted prices for similar assets; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets.

Level 3 – Valuation is based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets. Level 3 assets include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

Transfers between levels are recognized at the end of a reporting period, if applicable.

Federal Home Loan Bank of Boston Stock - The Bank, as a member of the Federal Home Loan Bank of Boston (“FHLBB”) system, is required to maintain an investment in capital stock of the FHLBB. Based on the redemption provisions of the FHLBB, the stock has no quoted market value and is carried at cost. At its discretion, the FHLBB may declare dividends on the stock. Management reviews for impairment based on the ultimate recoverability of the cost basis in the FHLBB stock. As of December 31, 2012, no impairment has been recognized.

Loans - Loans are recorded at the principal amount outstanding, adjusted for charge-offs, unearned premiums and deferred loan fees and costs. Interest on loans is calculated using the effective yield method on daily balances of the principal amount outstanding and is credited to income on the accrual basis to the extent it is deemed collectible. Our general policy is to discontinue the accrual of interest when principal or interest payments are delinquent 90 days or more based on the contractual terms of the loan, or earlier if the loan is considered impaired. Any unpaid amounts previously accrued on these loans are reversed from income. Subsequent cash receipts are applied to the outstanding principal balance or to interest income if, in the judgment of management, collection of the principal balance is not in question. Loans are returned to accrual status when they become current as to both principal and interest and when subsequent performance reduces the concern as to the collectability of principal and interest. Loan fees, unearned premiums on purchased loans, and certain direct loan origination costs are deferred and the net fee or cost is recognized as an adjustment to interest income over the estimated average lives of the related loans.

F-8

Allowance for Loan Losses - The allowance for loan losses is established through provisions for loan losses charged to expense. Loans are charged-off against the allowance when management believes that the collectability of the principal is unlikely. Subsequent recoveries, if any, are credited to the allowance.

The allowance for loan losses is evaluated on a regular basis by management. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available. The allowance consists of general and allocated components, as further described below.

General component

The general component of the allowance for loan losses is based on historical loss experience adjusted for qualitative factors stratified by the following loan segments: residential real estate, commercial real estate, commercial and industrial, and consumer. Management uses a rolling average of historical losses based on a time frame appropriate to capture relevant loss data for each loan segment. This historical loss factor is adjusted for the following qualitative factors: trends in delinquencies and nonperforming loans; trends in volume and terms of loans; internal credit ratings; effects of changes in risk selection; underwriting standards and other changes in lending policies, procedures and practices; and national and local economic trends and industry conditions. There were no changes in our policies or methodology pertaining to the general component of the allowance for loan losses during 2012.

The qualitative factors are determined based on the various risk characteristics of each loan segment. Risk characteristics relevant to each portfolio segment are as follows:

Residential real estate – We require private mortgage insurance for all loans originated with a loan-to-value ratio greater than 80 percent and do not grant subprime loans. All loans in this segment are collateralized by owner-occupied residential real estate and repayment is dependent on the credit quality of the individual borrower. The overall health of the economy, including unemployment rates and housing prices, will have an effect on the credit quality in this segment.

Commercial real estate – Loans in this segment are primarily income-producing investment properties and owner occupied commercial properties throughout New England. The underlying cash flows generated by the properties or operations are adversely impacted by a downturn in the economy as evidenced by increased vacancy rates, which in turn, will have an effect on the credit quality in this segment. Management obtains financial information annually and continually monitors the cash flows of these loans.

Commercial and industrial loans – Loans in this segment are made to businesses and are generally secured by assets of the business. Repayment is expected from the cash flows of the business. A weakened economy, decreased consumer spending, changes in technology and government spending are examples of what will have an effect on the credit quality in this segment.

Consumer loans – Loans in this segment are both secured and unsecured and repayment is dependent on the credit quality of the individual borrower.

Allocated component

The allocated component relates to loans that are classified as impaired. Impaired loans are identified by analysis of loan performance, internal credit ratings and watch list loans that management believes are subject to a higher risk of loss. Impairment is measured on a loan by loan basis for commercial real estate and commercial and industrial loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate or the fair value of the collateral if the loan is collateral dependent. An allowance is established when the discounted cash flows (or collateral value) of the impaired loan is lower than the carrying value of that loan. Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, we do not separately identify individual consumer and residential real estate loans for impairment disclosures, unless such loans are subject to a troubled debt restructuring agreement.

F-9

A loan is considered impaired when, based on current information and events, it is probable that we will be unable to collect all of the principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. We determine the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed.

While we utilize our best judgment and information available, the ultimate appropriateness of the allowance is dependent upon a variety of factors beyond our control, including the performance of our loan portfolio, the economy, changes in interest rates and the view of the regulatory authorities toward loan classifications.

We also maintain a reserve for unfunded credit commitments to provide for the risk of loss inherent in these arrangements. This reserve is determined using a methodology similar to the analysis of the allowance for loan losses, taking into consideration probabilities of future funding requirements. This reserve for unfunded commitments is included in other liabilities and was $60,000 at December 31, 2012 and 2011.

Unallocated component

An unallocated component is maintained to cover uncertainties that could affect management’s estimate of probable losses. The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating allocated and general reserves in the portfolio.

Bank-Owned Life Insurance – Bank-owned life insurance policies are reflected on the consolidated balance sheets at cash surrender value. Changes in the net cash surrender value of the policies, as well as insurance proceeds received, are reflected in noninterest income on the consolidated statements of income and are not subject to income taxes.

Transfers and Servicing of Financial Assets – Transfers of financial assets are accounted for as sales, when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from us, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) we do not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.

Premises and Equipment – Land is carried at cost. Buildings and equipment are stated at cost, less accumulated depreciation and amortization, computed on the straight-line method over the estimated useful lives of the assets, or the expected lease term, if shorter. Expected terms include lease option periods to the extent that the exercise of such options is reasonably assured. The estimated useful lives of the assets are as follows:

	Years

Buildings	39
Leasehold Improvements	5-20
Furniture and Equipment	3-7

The cost of maintenance and repairs is charged to expense when incurred. Major expenditures for betterments are capitalized and depreciated.

F-10

Other Real Estate Owned - Other real estate owned (“OREO”) represents property acquired through foreclosure or deeded to us in lieu of foreclosure. OREO is initially recorded at the estimated fair value of the real estate acquired, net of estimated selling costs, establishing a new cost basis. Initial write-downs are charged to the allowance for loan losses at the time the loan is transferred to OREO. Subsequent valuations are periodically performed by management and the carrying value is adjusted by a charge to expense to reflect any subsequent declines in the estimated fair value. Operating costs associated with OREO are expensed as incurred.

Retirement Plans and Employee Benefits - We provide a defined benefit pension plan for eligible employees in conjunction with a third-party provider. Our policy is to fund pension costs as accrued. Employees are also eligible to participate in a 401(k) plan through third-party provider. We make matching contributions to this plan at 50% of up to 6% of the employees’ eligible compensation. The compensation cost of an employee’s pension benefit is recognized on the projected unit credit method over the employee’s approximate service period. The aggregate cost method is utilized for funding purposes.

We currently offer postretirement life insurance benefits to retired employees. Such postretirement benefits represent a form of deferred compensation which requires that the cost and obligations of such benefits are recognized in the period in which services are rendered.

Share-based Compensation Plans – We measure and recognize compensation cost relating to share-based payment transactions based on the grant-date fair value of the equity instruments issued. Share-based compensation is recognized over the period the employee is required to provide services for the award. Reductions in compensation expense associated with forfeited options are estimated at the date of grant, and this estimated forfeiture rate is adjusted based on actual forfeiture experience. We use a binomial option-pricing model to determine the fair value of the stock options granted.

Employee Stock Ownership Plan – Compensation expense for the Employee Stock Ownership Plan (“ESOP”) is recorded at an amount equal to the shares allocated by the ESOP multiplied by the average fair market value of the shares during the period. We recognize compensation expense ratably over the year based upon our estimate of the number of shares expected to be allocated by the ESOP. Unearned compensation applicable to the ESOP is reflected as a reduction of shareholders’ equity in the consolidated balance sheets. The difference between the average fair market value and the cost of the shares allocated by the ESOP is recorded as an adjustment to additional paid-in capital.

Advertising Costs – Advertising costs are expensed as incurred.

Income Taxes - We use the asset and liability method for income tax accounting, whereby, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates applied to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance related to deferred tax assets is established when, in the judgment of management, it is more likely than not that all or a portion of such deferred tax assets will not be realized based on the available evidence including historical and projected taxable income. We do not have any uncertain tax positions at December 31, 2012 which require accrual or disclosure. We record interest and penalties as part of income tax expense.

Earnings per Share – Basic earnings per share represents income available to common shareholders divided by the weighted-average number of common shares outstanding during the period. If rights to dividends or unvested awards are non-forfeitable, these unvested awards are considered outstanding in the computation of basic earnings per share. Diluted earnings per share reflect additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustment to income that would result from the assumed issuance. Potential common shares that may be issued by us relate solely to stock options and are determined using the treasury stock method. Unallocated ESOP shares are not deemed outstanding for earnings per share calculations.

F-11

Earnings per common share have been computed based on the following:

	Years Ended December 31,
	2012			2011			2010
	(In thousands, except per share data)

Net income applicable to common stock	$	6,254		$	5,874		$	3,006

Average number of common shares issued		25,763			27,839			29,063
Less: Average unallocated ESOP Shares		(1,254	)		(1,339	)		(1,426	)
Average unallocated equity incentive plan shares		(7	)		(18	)		(42	)

Average number of common shares outstanding used
to calculate basic earnings per common share		24,502			26,482			27,595

Effect of dilutive stock options		18			108			198

Average number of common shares outstanding used
to calculate diluted earnings per common share		24,520			26,590			27,793


Basic earnings per share	$	0.26		$	0.22		$	0.11

Diluted earnings per share	$	0.26		$	0.22		$	0.11

Antidilutive shares (1)		1,666			1,641			1,564

____________________

(1)	Shares outstanding but not included in the computation of earnings per share because they were anti-dilutive, meaning the exercise price of such options exceeded the market value of the Company’s common stock.

F-12

Comprehensive Income (Loss)

Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income. Although certain changes in assets and liabilities are reported as a separate component of the equity section of the balance sheet, such items, along with net income, are components of comprehensive income (loss).

The components of accumulated other comprehensive income (loss), included in shareholders’ equity are as follows:

	December 31,
	2012			2011
	(In thousands)
Net unrealized gain on securities available for sale	$	20,188		$	16,225
Tax effect		(6,935	)		(5,573	)
Net-of-tax amount		13,253			10,652

Noncredit portion of other-than-temporary impairment losses on securities available for sale		-			(501	)
Tax effect		-			170
Net-of-tax amount		-			(331	)

Unrecognized transition assets pertaining to defined benefit plans		21			32
Unrecognized deferred loss pertaining to defined benefit plans		(3,897	)		(3,978	)
Net accumulated other comprehensive loss pertaining to defined benefit plans		(3,876	)		(3,946	)
Tax effect		1,318			1,341
Net-of-tax amount		(2,558	)		(2,605	)

Net accumulated other comprehensive income	$	10,695		$	7,716

The following table presents changes in accumulated other comprehensive income (loss) for the years ended December 31, 2012 and 2011 by component:

	Securities			Defined Benefit Plans			Accumulated Other Comprehensive Income
	(In thousands)
Balance at December 31, 2011	$	10,321		$	(2,605	)	$	7,716
Current-period other comprehensive income		2,932			47			2,979
Balance at December 31, 2012	$	13,253		$	(2,558	)	$	10,695

Balance at December 31, 2010	$	(3,774	)	$	(1,742	)	$	(5,516	)
Current-period other comprehensive income		14,095			(863	)		13,232
Balance at December 31, 2011	$	10,321		$	(2,605	)	$	7,716

An actuarial loss of $175,000 is included in accumulated other comprehensive income at December 31, 2012, and is expected to be recognized as a component of net periodic pension cost for the year ending December 31, 2013. A transition asset of $12,000 is included in accumulated other comprehensive income at December 31, 2012, and is expected to be recognized as a component of net periodic pension cost for the year ending December 31, 2013.

F-13

Recent Accounting Pronouncements

In April 2011, Financial Accounting Standards Board (the “FASB”) issued ASU No. 2011-03, Transfers and Servicing (Topic 860), Reconsideration of Effective Control for Repurchase Agreements. This ASU revises the criteria for assessing effective control for repurchase agreements and other agreements that both entitle and obligate a transferor to repurchase or redeem financial assets before their maturity. The determination of whether the transfer of a financial asset subject to a repurchase agreement is a sale is based, in part, on whether the entity maintains effective control over the financial asset. This Update removes from the assessment of effective control (1) the criterion requiring the transferor to have the ability to repurchase or redeem the financial asset on substantially the agreed terms, even in the event of default by the transferee, and (2) the related requirement to demonstrate that the transferor possesses adequate collateral to fund substantially all the cost of purchasing replacement financial assets. The amendments in this Update were effective for interim and annual reporting periods beginning on or after December 15, 2011 and the adoption did not have a material impact on our financial condition or results of operations.

In May 2011, the FASB issued ASU 2011-04, Fair Value Measurement (Topic 820), Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS. The ASU clarifies and expands the disclosures pertaining to unobservable inputs used in Level 3 fair value measurements, including the disclosure of quantitative information related to (1) the valuation processes used, (2) the sensitivity of the fair value measurement to changes in unobservable inputs and the interrelationships between those unobservable inputs, and (3) use of a nonfinancial asset in a way that differs from the asset’s highest and best use. The guidance also requires, for public entities, disclosure of the level within the fair value hierarchy for assets and liabilities not measured at fair value in the statement of financial position but for which the fair value is disclosed. The amendments were effective during interim and annual periods beginning after December 15, 2011 and adoption did not have a material impact on our consolidated financial statements.

In June 2011, the FASB issued ASU 2011-05, Comprehensive Income (Topic 220), Presentation of Comprehensive Income. This ASU amends the disclosure requirements for the presentation of comprehensive income, with no change in measurement. The amended guidance eliminates the option to present components of other comprehensive income (OCI) as part of the statement of changes in shareholder’s equity. Under the amended guidance, all changes in comprehensive income are to be presented either in a single continuous statement of comprehensive income or in two separate but consecutive financial statements. The changes are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011, with retrospective application required. See the Consolidated Statements of Comprehensive Income.

In February 2013, the FASB issued ASU 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. This update requires entities to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, entities are required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income. This ASU is effective for public entities for reporting periods beginning after December 15, 2012. The amendments in ASU 2013-02 do not have a significant impact on our consolidated financial statements.

F-14

2. SECURITIES

Securities available for sale are summarized as follows:

	December 31, 2012
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(In thousands)

Government-sponsored mortgage-backed securities	$	318,951	$	9,703	$	(631	)	$	328,023
U.S. government guaranteed mortgage-backed securities		124,650		6,085		-			130,735
Corporate bonds		50,782		1,618		(63	)		52,337
State and municipal bonds		38,788		2,067		(9	)		40,846
Government-sponsored enterprise obligations		60,840		1,257		(37	)		62,060
Mutual funds		5,998		117		(69	)		6,046
Common and preferred stock		1,310		150		-			1,460

Total	$	601,319	$	20,997	$	(809	)	$	621,507

	December 31, 2011
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses				Fair Value
	(In thousands)

Government-sponsored mortgage-backed securities	$	377,447	$	8,802		$	(22	)	$	386,227
U.S. government guaranteed mortgage-backed securities		148,938		3,937			-			152,875
Private-label residential mortgage-backed securities		2,068		-			(501	)		1,567
State and municipal bonds		43,393		2,481			-			45,874
Government-sponsored enterprise obligations		23,761		991			-			24,752
Mutual funds		5,813		99			(58	)		5,854
Common and preferred stock		393		6			(11	)		388

Total	$	601,813	$	16,316		$	(592	)	$	617,537

Our repurchase agreements and FHLBB advances are collateralized by government-sponsored enterprises and certain mortgage-backed securities (see Notes 6 and 7).

F-15

The amortized cost and fair value of securities at December 31, 2012, by maturity, are shown below. Actual maturities may differ from contractual maturities because certain issuers have the right to call or repay obligations.

	Amortized Cost		Fair Value
	(In thousands)
Mortgage-backed securities:
Due after five years through ten years	$	40,567	$	41,910
Due after ten years		403,034		416,848

Total	$	443,601	$	458,758

	Amortized Cost		Fair Value
	(In thousands)
Debt securities:
Due in one year or less	$	1,872	$	1,913
Due after one year through five years		44,303		46,038
Due after five years through ten years		83,734		85,952
Due after ten years		20,501		21,340

Total	$	150,410	$	155,243

Gross realized gains and losses on sales of securities for the years ended December 31, 2012, 2011 and 2010 are as follows:

	Years Ended December 31,
	2012			2011			2010
	(In thousands)

Gross gains realized	$	4,068		$	1,901		$	6,346
Gross losses realized		(1,161	)		(1,487	)		(2,274	)
Net gain realized	$	2,907		$	414		$	4,072

Proceeds from the sale of securities available for sale amounted to $288.1 million, $203.7 million and $497.0 million for the years ended December 31, 2012, 2011 and 2010, respectively.

The tax provision applicable to net realized gains and losses were $1.0 million, $144,000 and $1.4 million for the years ended December 31, 2012, 2011 and 2010, respectively.

F-16

Information pertaining to securities with gross unrealized losses at December 31, 2012 and 2011 aggregated by investment category and length of time that individual securities have been in a continuous loss position, follows:

	December 31, 2012
	Less Than Twelve Months				Over Twelve Months
	Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value
	(In thousands)
Government-sponsored mortgage-backed securities	$	631	$	49,081	$	-		$	-
Corporate bonds		63		4,330		-			-
State and municipal bonds		9		1,178		-			-
Government-sponsored enterprise obligations		37		17,918		-			-
Mutual funds		-		-		69			1,684

Total	$	740	$	72,507	$	69		$	1,684

	December 31, 2011
	Less Than Twelve Months				Over Twelve Months
	Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value
	(In thousands)
Government-sponsored mortgage-backed securities	$	22	$	14,652	$	-	$	-
Private-label residential mortgage-backed securities		-		-		501		1,567
Mutual funds		-		-		58		1,626
Common and preferred stock		-		-		11		28

Total	$	22	$	14,652	$	570	$	3,221

At December 31, 2012, twenty-one debt and mortgage-backed securities had gross unrealized losses with aggregate depreciation of 1.0% from our amortized cost basis existing for less than 12 months. These unrealized losses are the result of interest rates and not credit quality. Because we do not intend to sell the securities and it is more likely than not that we will not be required to sell the investments before recovery of their amortized cost basis, no declines are deemed to be other-than-temporary.

At December 31, 2012, one mutual fund had a gross unrealized loss with depreciation of 3.9% from our cost basis existing for greater than 12 months and was principally related to fluctuations in interest rates. This loss relates to a mutual fund that invests primarily in short-term debt instruments and adjustable rate mortgage-backed securities. Because we do not intend to sell the security and it is more likely than not that we will not be required to sell it prior to the recovery of its amortized cost basis, the loss is deemed temporary.

The following table presents a roll-forward of the amount of credit losses on mortgage-backed securities for which a portion of other-than-temporary impairment was recognized in other comprehensive income:

	Years Ended December 31,
	2012			2011
	(In thousands)

Balance at beginning of year	$	442		$	425
Reductions for securities sold during the period		(442	)		(85	)
Additional credit losses for which other-than-temporary impairment charge was previously recorded		-			102
Balance at end of year	$	-		$	442

F-17

3. LOANS

Loans consisted of the following amounts:

	December 31,
	2012			2011
	(In thousands)
Commercial real estate	$	245,764		$	232,491
Residential real estate:
Residential		185,345			155,994
Home equity		34,352			36,464
Commercial and industrial		126,052			125,739
Consumer		2,431			2,451
Total Loans		593,944			553,139
Unearned premiums and deferred loan fees and costs, net		974			1,017
Allowance for loan losses		(7,794	)		(7,764	)
	$	587,124		$	546,392

During 2012 and 2011, we purchased residential real estate loans aggregating $62.9 million and $58.2 million, respectively. These purchased loans are subject to underwriting standards that are consistent with our originated loans and we consider the risk attributes to be similar to originated loans.

We have transferred a portion of our originated commercial real estate loans to participating lenders. The amounts transferred have been accounted for as sales and are therefore not included in our accompanying consolidated balance sheets. We share ratably with our participating lenders in any gains or losses that may result from a borrower’s lack of compliance with contractual terms of the loan. We continue to service the loans on behalf of the participating lenders and, as such, collect cash payments from the borrowers, remit payments (net of servicing fees) to participating lenders and disburse required escrow funds to relevant parties. At December 31, 2012 and 2011, we serviced loans for participants aggregating $7.8 million and $5.7 million, respectively.

An analysis of changes in the allowance for loan losses by segment for the years ended December 31, 2012, 2011 and 2010 is as follows:

	Commercial Real Estate			Residential Real Estate			Commercial and Industrial			Consumer			Unallocated		Total
	(In thousands)
Balance at December 31, 2011	$	3,504		$	1,531		$	2,712		$	17		$	-	$	7,764
Provision (Credit)		19			365			(161	)		13			462		698
Charge-offs		(195	)		(155	)		(391	)		(27	)		-		(768	)
Recoveries		78			5			7			10			-		100
Balance at December 31, 2012	$	3,406		$	1,746		$	2,167		$	13		$	462	$	7,794

Balance at December 31, 2010	$	3,182		$	877		$	2,849		$	26		$	-	$	6,934
Provision (Credit)		357			647			215			(13	)		-		1,206
Charge-offs		(175	)		(2	)		(442	)		(21	)		-		(640	)
Recoveries		140			9			90			25			-		264
Balance at December 31, 2011	$	3,504		$	1,531		$	2,712		$	17		$	-	$	7,764

Balance at December 31, 2009	$	2,371		$	487		$	4,748		$	39		$	-	$	7,645
Provision (Credit)		8,339			415			209			(40	)		-		8,923
Charge-offs		(7,536	)		(36	)		(2,129	)		(16	)		-		(9,717	)
Recoveries		8			11			21			43			-		83
Balance at December 31, 2010	$	3,182		$	877		$	2,849		$	26		$	-	$	6,934

F-18

Further information pertaining to the allowance for loan losses by segment at December 31, 2012 and 2011 follows:

	Commercial Real Estate		Residential Real Estate		Commercial and Industrial		Consumer		Unallocated		Total
	(In thousands)
December 31, 2012

Amount of allowance for loans individually evaluated and deemed impaired	$	377	$	57	$	104	$	-	$	-	$	538
Amount of allowance for loans collectively or individually evaluated for impairment and not deemed impaired		3,029		1,689		2,063		13		462		7,256
Total allowance for loan losses	$	3,406	$	1,746	$	2,167	$	13	$	462	$	7,794

Loans individually evaluated and deemed impaired	$	15,398	$	302	$	1,379	$	-	$	-	$	17,079
Loans collectively evaluated and not deemed impaired		230,366		219,395		124,673		2,431		-		576,865
Total loans	$	245,764	$	219,697	$	126,052	$	2,431	$	-	$	593,944

December 31, 2011

Amount of allowance for loans individually evaluated and deemed impaired	$	449	$	109	$	39	$	-	$	-	$	597
Amount of allowance for loans collectively or individually evaluated for impairment and not deemed impaired		3,055		1,422		2,673		17		-		7,167
Total allowance for loan losses	$	3,504	$	1,531	$	2,712	$	17	$	-	$	7,764

Loans individually evaluated and deemed impaired	$	15,739	$	422	$	1,145	$	-	$	-	$	17,306
Loans collectively evaluated and not deemed impaired		216,752		192,036		124,594		2,451		-		535,833
Total loans	$	232,491	$	192,458	$	125,739	$	2,451	$	-	$	553,139

The following is a summary of past due and non-accrual loans by class at December 31, 2012 and 2011:

	30 – 59 Days Past Due		60 – 89 Days Past Due		Greater than 90 Days Past Due		Total Past Due		Past Due 90 Days or More and Still Accruing		Loans on Non-Accrual
	(In thousands)
December 31, 2012
Commercial real estate	$	94	$	331	$	818	$	1,243	$	-	$	1,558
Residential real estate:
Residential		347		70		735		1,152		-		939
Home equity		139		42		-		181		-		103
Commercial and industrial		138		-		178		316		-		409
Consumer		-		1		-		1		-		-
Total	$	718	$	444	$	1,731	$	2,893	$	-	$	3,009

December 31, 2011
Commercial real estate	$	840	$	-	$	740	$	1,580	$	-	$	1,879
Residential real estate:
Residential		562		-		184		746		-		670
Home equity		128		-		204		332		-		230
Commercial and industrial		111		183		-		294		-		154
Consumer		22		2		-		24		-		-
Total	$	1,663	$	185	$	1,128	$	2,976	$	-	$	2,933

F-19

The following is a summary of impaired loans by class:

							Year Ended
	At December 31, 2012						December 31, 2012
	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
	(In thousands)
Impaired loans without a valuation allowance:
Commercial real estate	$	1,011	$	1,177	$	-	$	1,505	$	-
Residential real estate		118		125		-		119		-
Commercial and industrial		203		212		-		36		-
Total		1,332		1,514		-		1,660		-

Impaired loans with a valuation allowance:
Commercial real estate		14,387		14,454		377		14,053		643
Residential real estate		184		184		57		186		-
Home equity		-		-		-		72		-
Commercial and industrial		1,176		1,178		104		1,268		42
Total		15,747		15,816		538		15,579		685

Total impaired loans	$	17,079	$	17,330	$	538	$	17,239	$	685

							Year Ended
	At December 31, 2011						December 31, 2011
	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
	(In thousands)
Impaired loans without a valuation allowance:
Commercial real estate	$	1,545	$	1,679	$	-	$	1,635	$	-
Residential real estate		120		126		-		122		-
Commercial and industrial		-		-		-		349		-
Total		1,665		1,805		-		2,106		-

Impaired loans with a valuation allowance:
Commercial real estate		14,194		14,225		449		12,431		691
Residential real estate		187		187		70		23		-
Home equity		115		115		39		115		-
Commercial and industrial		1,145		1,150		39		1,023		54
Total		15,641		15,677		597		13,592		745

Total impaired loans	$	17,306	$	17,482	$	597	$	15,698	$	745

No interest income was recognized for impaired loans on a cash-basis method during the years ended December 31, 2012 and 2011. As of December 31, 2012, we have committed to lend an additional $113,000 to one customer with outstanding loans that are classified as impaired and TDRs.

We may periodically agree to modify the contractual terms of loans. When a loan is modified and a concession is made to a borrower experiencing financial difficulty, the modification is considered a TDR. These concessions could include a reduction in the interest rate on the loan, payment extensions, postponement or forgiveness of principal, forbearance or other actions intended to maximize collection. All TDRs are initially classified as impaired.

F-20

When we modify loans in a TDR, we evaluate any possible impairment similar to other impaired loans based on the present value of expected future cash flows, discounted at the contractual interest rate of the original loan agreement, or use the current fair value of the collateral, less selling costs, for collateral dependent loans. If we determine that the value of the modified loan is less than the recorded investment in the loan (net of previous charge-offs, deferred loan fees or costs and unamortized premium or discount), impairment is recognized through an allowance estimate or a charge-off to the allowance. In periods subsequent to modification, we evaluate all TDRs, including those that have payment defaults, for possible impairment and recognize impairment through the allowance.

Nonperforming TDRs are shown as nonperforming assets. Loans modified as TDRs are shown in the table below. One loan relationship, consisting of one commercial real estate loan and one commercial industrial loan totaling $14.8 million included below, was restructured in 2011 to reduce the interest rate. These loans were restructured again in June 2012 to commence principal and interest payments. The collateral supporting the loan relationship is deemed sufficient and the income levels going forward are expected to sustain continued principal and interest payments. The loan has performed since the June 2012 modification and we have received all scheduled principal and interest payments. Another loan relationship, consisting of three commercial real estate loans and three commercial industrial loans, totaling $1.0 million were allowed an extended interest only period through 2013. Another loan relationship, consisting of two commercial industrial loans, totaling $150,000, was restructured in 2012 by extending the remaining amortization from five to ten years. The final commercial real estate loan for $126,000 was restructured in 2012 by extending the remaining amortization from seven to ten years.

	Year Ended						Year Ended
	December 31, 2012						December 31, 2011
	Number of Contracts		Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment		Number of Contracts		Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment
	(Dollars in thousands)						(Dollars in thousands)
Troubled Debt Restructurings:
Commercial real estate		5	$	14,785	$	14,785		1	$	14,000	$	14,000
Commercial and industrial		6		1,344		1,344		1		1,000		1,000
Total		11	$	16,129	$	16,129		2	$	15,000	$	15,000

A default occurs when a loan is 30 days or more past due and is within 12 months of restructuring. The following is a summary of troubled debt restructurings that have subsequently defaulted within one year of modification:

	December 31, 2012				December 31, 2011
	Number of Contracts		Recorded Investment		Number of Contracts		Recorded Investment
	(Dollars in thousands)				(Dollars in thousands)
Troubled Debt Restructurings:
Commercial real estate		4	$	944		-	$	-
Commercial and industrial		1		141		-		-
Residential		-		-		1		120
Total		5	$	1,085		1	$	120

As of December 31, 2012, we have committed to lend an additional $113,000 to one customer with outstanding loans that are classified as TDRs. This loan will be used for building improvements to generate rental income. There were no charge-offs on TDRs during the year ended December 31, 2012.

Credit Quality Information

We utilize an eight-grade internal loan rating system for commercial real estate and commercial and industrial loans. Performing residential real estate, home equity and consumer loans are grouped with “Pass” rated loans. Nonperforming residential real estate, home equity and consumer loans are monitored individually for impairment and risk rated as “substandard”.

F-21

Loans rated 1 – 3 are considered “Pass” rated loans with low to average risk

Loans rated 4 are considered “Pass Watch,” which represent loans to borrowers with declining earnings, losses, or strained cash flow.

Loans rated 5 are considered “Special Mention.” These loans exhibit potential credit weaknesses or downward trends and are being closely monitored by us.

Loans rated 6 are considered “Substandard.” Generally, a loan is considered substandard if the borrower exhibits a well-defined weakness that may be inadequately protected by the current net worth and cash flow capacity to pay the current debt.

Loans rated 7 are considered “Doubtful.” Loans classified as doubtful have all the weaknesses inherent in those classified substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, highly questionable and improbable and that a partial loss of principal is likely.

Loans rated 8 are considered uncollectible and of such little value that their continuance as loans is not warranted.

On an annual basis, or more often if needed, we formally review the ratings on all commercial real estate and commercial and industrial loans. Construction loans are reported within commercial real estate loans and total $16.3 million and $10.1 million at December 31, 2012 and 2011, respectively. We engage an independent third party to review a significant portion of loans within these segments on at least an annual basis. We use the results of these reviews as part of our annual review process.

The following table presents our loans by risk rating at December 31, 2012 and December 31, 2011:

	Commercial Real Estate		Residential 1-4 family		Home Equity		Commercial and Industrial		Consumer		Total
	(Dollars in thousands)
December 31, 2012
Loans rated 1 – 3	$	203,756	$	184,406	$	34,249	$	99,405	$	2,431	$	524,247
Loans rated 4		19,027		-		-		15,804		-		34,831
Loans rated 5		1,943		-		-		941		-		2,884
Loans rated 6		21,038		939		103		9,902		-		31,982
Loans rated 7		-		-		-		-		-		-
	$	245,764	$	185,345	$	34,352	$	126,052	$	2,431	$	593,944

December 31, 2011
Loans rated 1 – 3	$	182,453	$	155,324	$	36,234	$	87,287	$	2,451	$	463,749
Loans rated 4		22,855		-		-		16,129		-		38,984
Loans rated 5		7,104		-		-		7,678		-		14,782
Loans rated 6		19,885		670		230		14,645		-		35,430
Loans rated 7		194		-		-		-		-		194
	$	232,491	$	155,994	$	36,464	$	125,739	$	2,451	$	553,139

Mortgage loans serviced for others are not included in the accompanying consolidated balance sheets. The unpaid balances of these loans totaled $2.0 million and $2.8 million at December 31, 2012 and 2011, respectively. Net service fee income of $7,000, $12,000, and $11,000 was recorded for the years ended December 31, 2012, 2011, and 2010, respectively, and is included in service charges and fees on the consolidated statements of income.

F-22

4. PREMISES AND EQUIPMENT

Premises and equipment are summarized as follows:

	December 31,
	2012			2011
	(In thousands)

Land	$	1,826		$	1,826
Buildings		12,951			12,685
Leasehold improvements		1,446			1,467
Furniture and equipment		10,108			9,268
Total		26,331			25,246

Accumulated depreciation and amortization		(15,254	)		(14,249	)

Premises and equipment, net	$	11,077		$	10,997

Depreciation and amortization expense for the years ended December 31, 2012, 2011, and 2010 amounted to $1.0 million, $1.1 million, and $1.3 million, respectively.

5. DEPOSITS

Deposit accounts by type and weighted average rates are summarized as follows:

	December 31,
	2012					2011
	Amount		Rate			Amount		Rate
	(Dollars in thousands)
Demand and NOW:
NOW accounts	$	52,595		0.30	%	$	71,470		0.66	%
Demand deposits		114,388		-			100,157		-

Savings:
Regular accounts		92,188		0.17			98,628		0.31
Money market accounts		168,195		0.38			146,935		0.61

Time certificates of deposit		326,047		1.46			315,768		1.60

Total deposits	$	753,413		0.76	%	$	732,958		0.92	%

Time deposits of $100,000 or more totaled $121.0 million and $101.9 million at December 31, 2012 and 2011, respectively. Interest expense on such deposits totaled $1.7 million, $1.7 million and $2.2 million for the years ended December 31, 2012, 2011, and 2010, respectively.

F-23

At December 31, 2012, the scheduled maturities of time certificates of deposit are as follows:

Year Ending December 31,	Amount
	(In thousands)

2013	$	172,065
2014		86,668
2015		50,532
2016		16,279
2017		503
	$	326,047

Interest expense on deposits for the years ended December 31, 2012, 2011, and 2010 is summarized as follows:

	Years Ended December 31,
	2012		2011		2010
	(In thousands)
Savings	$	186	$	515	$	823
Money market		807		620		358
Time		4,883		5,693		7,735
Other interest-bearing		266		761		934
	$	6,142	$	7,589	$	9,850

Cash paid for interest on deposits totaled $6.2 million, $7.6 million and $9.8 million for years ended December 31, 2012, 2011, and 2010, respectively.

6. SHORT-TERM BORROWINGS

FHLBB Advances – FHLBB advances with an original maturity of less than one year, amounted to $41.7 million and $36.0 million at December 31, 2012 and 2011, respectively, at a weighted average rate of 0.24% and 0.15%, respectively.

We have an “Ideal Way” line of credit with the FHLBB for $9.5 million for the years ended December 31, 2012 and 2011. Interest on this line of credit is payable at a rate determined and reset by the FHLBB on a daily basis. The outstanding principal is due daily but the portion not repaid will be automatically renewed. At December 31, 2012, there was an outstanding advance under this line, amounting to $8.7 million. At December 31, 2011, there were no advances outstanding under this line.

FHLBB advances are collateralized by a blanket lien on our residential real estate loans and certain mortgage-back securities.

BBN Advances – We have a $4.0 million line of credit with BBN at an interest rate determined and reset by BBN on a daily basis. At December 31, 2012, we had $4.0 million outstanding under this line. There were no advances outstanding under this line at December 31, 2011. As part of our contract with BBN, we are required to maintain a reserve balance of $300,000 with BBN for our use of this line.

F-24

Customer Repurchase Agreements – The following table summarizes information regarding repurchase agreements:

	Years Ended
	December 31,
	2012			2011
	(Dollars in thousands)
Balance outstanding at end of year	$	24,213		$	16,985
Maximum amount outstanding during year		43,027			24,695
Average amount outstanding during year		24,270			16,838
Weighted average interest rate at end of year		0.19	%		0.23	%
Amortized cost of collateral pledged at end of year (1)		51,000			39,000
Fair value of collateral pledged at end of year (1)		54,957			41,055


(1) Includes collateral pledged toward $5.5 million in long-term customer repurchase agreements.

Our repurchase agreements are collateralized by government-sponsored enterprises and certain mortgage-backed securities. The weighted average interest rate on the pledged collateral was 3.41% and 3.40% at December 31, 2012 and 2011, respectively.

Cash paid for interest on short-term borrowings totaled $114,000, $154,000, and $375,000 for years ended December 31, 2012, 2011, and 2010, respectively.

7. LONG-TERM DEBT

FHLBB Advances – The following advances are collateralized by a blanket lien on our residential real estate loans and certain mortgage-backed securities.

	Amount				Weighted Average Rate
	2012		2011		2012			2011
	(In thousands)
Fixed-rate advances maturing:
2012	$	-	$	12,979		-	%		1.3	%
2013		19,950		12,500		1.1			1.5
2014		21,413		44,069		1.2			2.1
2015		25,215		42,650		1.6			3.1
2016		40,932		29,000		2.4			2.9
2017		17,500		-		2.6			-
2018		5,000		-		3.2			-
2019		5,000		-		3.2			-
		134,470		141,198		2.0	%		2.4	%
Variable-rate advances maturing:
2015		9,600		9,467		1.1			1.0
2016*		23,000		10,000		0.6			1.7
2017*		30,000		-		(0.2	)		-
2018*		12,000		-		(0.1	)		-
2019*		11,000		-		-			-
		85,600		19,467		0.2			1.4

Total advances	$	220,070	$	160,665		1.3	%		2.3	%

*At December 31, 2012, the following amounts are callable at the option of FHLBB: $13.0 million in 2013, $30.0 million in 2014 and $23.0 million in 2015. If these advances are not called, the weighted average rate on these advances, which is currently variable and resets based on LIBOR, will become fixed and increase to 1.4% for the 2013 call, 2.2% for the 2014 call, and 2.5% for the 2015 call. No FHLBB advances were callable at December 31, 2011.

F-25

At December 31, 2012 and 2011, mortgage-backed securities pledged as collateral to the FHLB had a carrying value of $255.1 million and $241.0 million, respectively.

During 2012, we completed a restructuring of our FHLBB advance portfolio in order to reduce our future cost of funds. Advances totaling $62.7 million with a weighted average rate of 2.68% were modified by extending their maturity dates and lowering the weighted average rate to 1.60%. A prepayment penalty of $1.6 million was paid upon restructuring and is being amortized to interest expense on a level yield method over the remaining maturity of the modified advances. During 2011, advances totaling $48.3 million with an average rate of 2.88% were modified by extending their maturity dates and lowering the average rate to 2.25%.

Customer Repurchase Agreements - At December 31, 2012, we had one long-term customer repurchase agreement for $5.5 million with a rate of 2.5% and a final maturity in 2013. At December 31, 2011, we had one long-term customer repurchase agreement for $5.4 million with a rate of 2.0% and a final maturity in 2012.

Securities Sold Under Agreements to Repurchase – The following securities sold under agreements to repurchase are secured by government-sponsored enterprise securities with a carrying value of $65.1 million and $103.1 million as of December 31, 2012 and 2011, respectively. We may be required to provide additional collateral based on the fair value of the underlying securities.

	Amount				Weighted Average Rate
	2012		2011		2012			2011
	(In thousands)
Fixed-rates maturing:
2013	$	14,800	$	14,800		2.5	%		2.5	%
2014		-		28,000		-			3.1
2018		29,500		29,500		2.9			2.9
		44,300		72,300		2.8			2.9
Variable-rates maturing:
2018		9,000		9,000		3.8			3.8

Total	$	53,300	$	81,300		2.9	%		3.0	%

At December 31, 2012 and 2011, the years in which securities sold under agreements to repurchase are callable are as follows:

	Amount				Weighted Average Rate
	2012		2011		2012			2011
	(In thousands)

2012	$	-	$	48,300		-	%		3.0	%
2013		48,300		-		3.0			-
	$	48,300	$	48,300		3.0	%		3.0	%

Cash paid for interest on long-term debt totaled $6.5 million, $6.7 million and $6.5 million for years ended December 31, 2012, 2011, and 2010, respectively.

In December 2012, we prepaid repurchase agreements in the amount $28.0 million and incurred a prepayment expense of $1.0 million. The repurchase agreements had a weighted average cost of 3.06% and the prepayment will decrease the cost of funds which will help increase the net interest margin. Since the repurchase agreements were paid off during the last week of December 2012, they had minimal impact to the cost of funds for the year ended December 31, 2012.

F-26

8. STOCK PLANS AND EMPLOYEE STOCK OWNERSHIP PLAN

Stock Options - Under our 2002 Stock Option Plan and 2007 Stock Option Plan, we may grant options to our directors, officers, and employees for up to 1,631,682 and 1,560,101, respectively, shares of common stock, of which 1,631,682 and 1,503,869, respectively, have been granted. At December 31, 2012, 57,232 were available for future grants under these plans. Both incentive stock options and non-statutory stock options may be granted under the plans. The exercise price of each option equals the market price of our stock on the date of grant with a maximum term of ten years. All options currently outstanding vest at 20% per year.

The fair value of each option grant is estimated on the date of grant using the binomial option pricing model with the following weighted average assumptions:

	Years Ended December 31,
	2011	2010
Expected dividend yield	6.64 %	7.04 %
Expected volatility	34.19 %	35.83 %
Risk-free interest rate	3.12%	2.48 %
Expected life	10 years	10 years

No stock options were granted in 2012.

The expected volatility is based on historical volatility. The risk-free rates for period consistent with the expected term of the awards are based on the U.S. Treasury yield curve in effect at the time of grant. The expected term is based on historical exercise. The dividend yield assumption is based on our history and expectation of dividend payouts.

A summary of the status of our stock options at December 31, 2012 is presented below:

	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
						(In years)		(In thousands)
Outstanding at December 31, 2011		1,907,744		$	9.32
Exercised		(237,313	)		4.39
Forfeited		(1,000	)		10.04
Outstanding at December 31, 2012		1,669,431			10.02		4.87	$	-

Exercisable at December 31, 2012		1,578,830		$	10.02		4.68	$	-

The weighted average fair value of the options granted in 2011 and 2010 was $1.42 and $1.27 per option, respectively. No stock options were granted in 2012. The total intrinsic value of options exercised during the years ended December 31, 2012, 2011, and 2010 was $819,000, $277,000, and $1.3 million, respectively. Cash received for options exercised during the years ended December 31, 2012, 2011, and 2010 was $1.0 million, $359,000, and $1.5 million, respectively.

For the years ended December 31, 2012, 2011, and 2010, share-based compensation expense applicable to stock options was $642,000, $792,000, and $798,000, respectively, with related tax benefits of $173,000, $209,000, and $212,000, respectively.

F-27

At December 31, 2012, total unrecognized share-based compensation cost related to unvested stock options was $128,000. This amount is expected to be recognized over a weighted average period of 3.2 years.

Restricted Stock Awards – During 2002 and 2007, we adopted equity incentive plans under which 652,664 and 624,041 shares, respectively, were reserved for issuance as restricted stock awards to directors and employees. Of these totals, 652,664 and 616,600 shares, respectively, are currently issued and outstanding. At December 31, 2012, 7,441 shares were available for future grants under these plans. Shares issued upon vesting may be either authorized but unissued shares or reacquired shares held by us. Any shares not issued because vesting requirements are not met will again be available for issuance under the plans. Shares awarded vest ratably over five years. The fair market value of shares awarded, based on the market price at the date of grant, is recorded as unearned compensation and amortized over the applicable vesting period.

A summary of the status of unvested restricted stock awards at December 31, 2012 is presented below:

	Shares			Weighted Average Grant Date Fair Value

Balance at December 31, 2011		155,206		$	9.53
Shares vested		(120,906	)		9.89
Shares forfeited		(500	)		10.04
Balance at December 31, 2012		33,800		$	8.23

We recorded total expense for restricted stock awards of $963,000, $1.2 million, and $1.2 million for the years ended December 31, 2012, 2011, and 2010, respectively. Tax provisions related to equity incentive plan expense were $96,000, $93,000 and $18,000 for the years ended December 31, 2012, 2011 and 2010, respectively. Unrecognized compensation cost for stock awards was $261,000 at December 31, 2012, with a remaining life of 3.23 years.

In 2010, 9,000 restricted stock awards were granted, having a fair value of $7.67 per share. Total fair value of the stock awards vested was $874,000, $1.1 million and $1.2 million for the years ended December 31, 2012, 2011 and 2010, respectively.

Employee Stock Ownership Plan - We established an ESOP for the benefit of each employee that has reached the age of 21 and has completed at least 1,000 hours of service in the previous twelve-month period. In January 2002, as part of the initial stock conversion, we provided a loan to the ESOP Trust which was used to purchase 8%, or 1,305,359 shares, of the common stock sold in the initial public offering.

In January 2007, as part of the second-step stock conversion, we provided an additional loan to the ESOP Trust which was used to purchase 4.0%, or 736,000 shares, of the 18,400,000 shares of common stock sold in the offering. The 2002 and 2007 loans bear interest equal to 8.0% and provide for annual payments of interest and principal.

At December 31, 2012, the remaining principal balance is payable as follows:

Year Ending
December 31,	Amount
(In thousands)
2013	$	447
2014		447
2015		447
2016		447
2017		447
Thereafter		7,481
	$	9,716

F-28

We have committed to make contributions to the ESOP sufficient to support the debt service of the loans. The loans are secured by the shares purchased, which are held in a suspense account for allocation among the participants as the loans are paid. Total compensation expense applicable to the ESOP amounted to $628,000, $694,000, and $747,000 for the years ended December 31, 2012, 2011, and 2010, respectively.

Shares held by the ESOP include the following at December 31, 2012 and 2011:

	2012		2011
Allocated		624,823		568,174
Committed to be allocated		84,261		86,720
Unallocated		1,201,899		1,286,160
		1,910,983		1,941,054

Cash dividends declared and received on allocated shares are allocated to participants and charged to retained earnings. Cash dividends declared and received on unallocated shares are held in suspense and are applied to repay the outstanding debt of the ESOP. The fair value of unallocated shares was $8.7 million and $9.5 million at December 31, 2012 and 2011, respectively. ESOP shares are considered outstanding for earnings per share calculations as they are committed to be allocated. Unallocated ESOP shares are excluded from earnings per share calculations. The cost of unearned shares to be allocated to ESOP participants for future services not yet performed is reflected as a reduction of shareholders’ equity.

9. RETIREMENT PLANS AND EMPLOYEE BENEFITS

Pension Plan - We provide a defined benefit pension plan for eligible employees (the “Plan”). Employees must work a minimum of 1,000 hours per year to be eligible for the Plan. Eligible employees become vested in the Plan after five years of service.

The following table provides information for the Plan at or for the years ended December 31:

	Years Ended December 31,
	2012			2011			2010
	(In thousands)

Change in benefit obligation:
Benefit obligation at beginning of year	$	18,326		$	16,191		$	14,057
Service cost		1,094			989			930
Interest		800			890			773
Actuarial loss		27			401			1,079
Benefits paid		(1,500	)		(145	)		(648	)
Benefit obligation at end of year		18,747			18,326			16,191

Change in plan assets:
Fair value of plan assets at beginning of year		11,377			10,950			9,793
Actual return (loss) on plan assets		824			(28	)		1,205
Employer contribution		1,500			600			600
Benefits paid		(1,500	)		(145	)		(648	)
Fair value of plan assets at end of year		12,200			11,377			10,950

Funded status and accrued benefit at end of year	$	6,547		$	6,949		$	5,241

Accumulated benefit obligation at end of year	$	13,292		$	11,964		$	9,842

F-29

The following actuarial assumptions were used in determining the pension benefit obligation:

	December 31,
	2012			2011
Discount rate		4.00	%		4.50	%
Rate of compensation increase		4.00			4.00

Net pension cost includes the following components for the years ended December 31:

	2012			2011			2010
	(In thousands)
Service cost	$	1,094		$	989		$	930
Interest cost		800			890			773
Expected return on assets		(867	)		(876	)		(783	)
Actuarial loss		(12	)		116			91
Transition asset amortization		175			(12	)		(12	)

Net periodic pension cost	$	1,190		$	1,107		$	999

The following actuarial assumptions were used in determining the service costs for the years ended December 31:

	2012			2011			2010
Discount rate		4.50	%		5.50	%		5.50	%
Expected return on plan assets		8.00			8.00			8.00
Rate of compensation increase		4.00			5.00			5.00

The fair value of major categories of our pension plan assets are summarized below:

	December 31, 2012
Plan Assets	Level 1		Level 2		Level 3		Fair Value
	(In thousands)
Large U.S. equity	$	-	$	2,987	$	-	$	2,987
Small/mid U.S. equity		-		755		-		755
International equity		-		1,286		-		1,286
Balanced/asset allocation		-		603		-		603
Short-term fixed income		-		711		-		711
Fixed income		-		5,858		-		5,858
	$	-	$	12,200	$	-	$	12,200

	December 31, 2011
	Level 1		Level 2		Level 3		Fair Value
	(In thousands)
Collective funds	$	3,691	$	2,126	$	-	$	5,817
Equity securities		2,736		-		-		2,736
Mutual funds		1,618		-		-		1,618
Hedge funds		-		-		844		844
Short-term investments		-		362		-		362
	$	8,045	$	2,488	$	844	$	11,377

The plan assets measured at fair value in Level 1 are based on quoted market prices in an active exchange market. Plan assets measured at fair value in Level 2 are based on pricing models that consider standard input factors such as observable market data, benchmark yields, interest rate volatilities, broker/dealer quotes, credit spreads and new issue data. Plan assets measured at fair value in Level 3 are based on unobservable inputs, which include assumptions and the best information under the circumstance.

F-30

The asset or liability fair value measurement level within fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. The Plan reports bonds and other obligations, short-term investments and equity securities at fair value based on published quotations. Collective funds and hedge funds (the “Funds”) are valued in accordance with valuations provided by such Funds, which generally value marketable equity securities at the last reported sales price on the valuation date and other investments at fair value, as determined by each Fund’s manager.

The preceding methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future values. Furthermore, although the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

The following is a reconciliation of Level 3 investments for which significant unobservable inputs were used to determine fair value:

	Year Ended December 31,
	2012			2011
	(In thousands)
Balance at beginning of year	$	844		$	786
Unrealized appreciation		-			58
Reductions for assets transferred during the year		(844	)		-

Balance at end of year	$	-		$	844

We had no Level 3 investments as of December 31, 2012.

The defined benefit plan offers a mixture of fixed income, equity and real assets as the underlying investment structure for its retirement structure for the pension plan. The target allocation mix for the pension plan for 2012 was an equity-based investment deployment of 40% of total portfolio assets based on advice received from an external advisory firm with confirmation by the Bank’s Investment Committee. The remainder of the portfolio is allocated to fixed income at 50% and other investments including real assets up to 10%. The assets of the plan were transferred to a new third-party provider during 2012 and were allocated to similar fund categories within such provider’s platform. The assets are currently being moved on a dollar cost allocation basis in increments of 20% over a twelve month period to arrive at the desired allocation mix. At December 31, 2012, the portfolio was allocated to equities at 46% and fixed income at 54%. The investment objective is to diversify investments across a spectrum of investment types to limit risks from large market swings and to provide anticipated stabilized investment returns. Trustees of the Plan select investment managers for the portfolio and a second investment advisory firm is retained to provide allocation analysis. The overall investment objective is to diversify equity investments across a spectrum of types, small cap, large cap and international, along with investment styles such as growth and value.

We estimate that the benefits to be paid from the pension plan for years ended December 31 are as follows:

Year	Benefit Payments to Participants
	(In thousands)

2013	$	634
2014		1,229
2015		901
2016		1,821
2017		645
In aggregate for 2018 – 2022		5,242

We have not yet determined the amount of the contribution we expect to make to the plan during the fiscal year ending December 31, 2013.

F-31

Postretirement Benefits - We provided postretirement life insurance benefits to employees based on the employee’s salary at time of retirement. As of December 31, 2012 and 2011 the accrued liability recorded in other liabilities on the consolidated balance sheets amounted to $301,000 and $310,000, respectively. Total expense associated with this plan amounted to $29,000 for the year ended 2012, $25,000 for the year ended 2011, and $26,000 for the year ended December 31, 2010.

Supplemental Retirement Benefits - We provided supplemental retirement benefits to certain key officers pursuant to certain supplemental executive retirement plans. During 2012, our remaining liability under such plans was paid out and the plan terminated. In 2011, our accrued liability relating to these benefits was $80,000. Amounts charged to expense were $2,000, $7,000, and $12,000 for the years ended December 31, 2012, 2011 and 2010, respectively.

401(k) - Employees are eligible to participate in a 401(k) plan. We make a matching contribution of 50% with respect to the first 6% of each participant’s annual earnings contributed to the plan. Our contributions to the plan were $214,000, $205,000 and $184,000, for the years ended December 31, 2012, 2011 and 2010, respectively.

10. REGULATORY CAPITAL

The Bank is subject to various regulatory capital requirements administered by the Office of Comptroller of the Currency (the “OCC”). Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on our consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Prompt corrective action provisions are not applicable to savings and loan holding companies.

To ensure capital adequacy, the OCC regulations establish quantitative measures which require the Bank and Westfield Financial to maintain minimum amounts and ratios of total and Tier 1 capital to risk-weighted assets, Tier 1 capital to average assets and of tangible capital to tangible assets. We believe, as of December 31, 2012 and 2011, that we met all capital adequacy requirements to which we are subject. Westfield Financial’s and the Bank’s capital ratios as of December 31, 2012 and 2011 are set forth in the following table.

As of December 31, 2012, the most recent notification from the OCC categorized the Bank as “well capitalized” under the regulatory framework for prompt corrective action. To be categorized as “well capitalized”, the Bank must maintain minimum total risk-based, Tier 1 risk based and Tier 1 leverage ratios as set forth in the following table. There are no conditions or events since that notification that management believes have changed the Bank’s category.

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	Actual					Minimum for Capital Adequacy Purposes					Minimum To Be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio			Amount		Ratio			Amount		Ratio
	(Dollars in thousands)
December 31, 2012

Total Capital (to Risk Weighted Assets):
Consolidated	$	186,084		25.41	%	$	58,586		8.00	%		N/A		-
Bank		176,904		24.24			58,390		8.00		$	72,988		10.00	%
Tier 1 Capital (to Risk Weighted Assets):
Consolidated		178,201		24.33			29,293		4.00			N/A		-
Bank		169,191		23.18			29,195		4.00			43,793		6.00
Tier 1 Capital (to Adjusted Total Assets):
Consolidated		178,201		13.91			51,239		4.00			N/A		-
Bank		169,191		13.25			51,090		4.00			63,862		5.00
Tangible Equity (to Tangible Assets):
Consolidated		N/A		-			N/A		-			N/A		-
Bank		169,191		13.25			19,159		1.50			N/A		-

December 31, 2011

Total Capital (to Risk Weighted Assets):
Consolidated	$	216,363		31.60	%	$	54,780		8.00	%		N/A		-
Bank		207,899		30.47			54,590		8.00		$	68,238		10.00	%
Tier 1 Capital (to Risk Weighted Assets):
Consolidated		208,599		30.46			27,390		4.00			N/A		-
Bank		200,673		29.41			27,295		4.00			40,943		6.00
Tier 1 Capital (to Adjusted Total Assets):
Consolidated		208,599		16.76			49,796		4.00			N/A		-
Bank		200,673		16.17			49,639		4.00			62,049		5.00
Tangible Equity (to Tangible Assets):
Consolidated		N/A		-			N/A		-			N/A		-
Bank		200,673		16.17			18,615		1.50			N/A		-

The following is a reconciliation of our GAAP capital to regulatory Tier 1 and total capital:

	December 31,
	2012			2011
	(In thousands)
Consolidated GAAP capital	$	189,187		$	218,988
Unrealized gains on certain available-for-sale
securities, net of tax		(13,253	)		(10,321	)
Unrealized losses on defined benefit pension plan		2,558			2,605
Disallowed deferred tax asset		(291	)		(2,673	)
Tier 1 capital		178,201			208,599

Unrealized gains on certain available-for-sale equity securities		89			-
Allowance for loan losses		7,794			7,764

Total regulatory capital	$	186,084		$	216,363

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On December 7, 2012, the Board of Directors authorized the commencement of our current stock repurchase program, authorizing the repurchase of up to 2,427,000 shares, or 10 percent of our outstanding shares of common stock. There were 1,420,338 shares purchased under the repurchase program as of December 31, 2012.

We are subject to dividend restrictions imposed by various regulators, including a limitation on the total of all dividends that the Bank may pay to the Company in any calendar year, to an amount that shall not exceed the Bank’s net income for the current year, plus its net income retained for the two previous years, without regulatory approval. In addition, the Bank may not declare or pay dividends on, and we may not repurchase, any of our shares of common stock if the effect thereof would cause shareholders’ equity to be reduced below applicable regulatory capital maintenance requirements or if such declaration, payment or repurchase would otherwise violate regulatory requirements. At December 31, 2012 and 2011, the Bank had no retained earnings available for payment of dividends without prior regulatory approval. Accordingly, $58.4 million and $54.6 million of our equity in the net assets of the Bank was restricted at December 31, 2012 and 2011, respectively.

The only funds available for the payment of dividends on our capital stock will be cash and cash equivalents held by us, dividends paid from the Bank to us, and borrowings. The Bank will be prohibited from paying cash dividends to us to the extent that any such payment would reduce the Bank’s capital below required capital levels.

11. INCOME TAXES

Income taxes consist of the following:

	Years Ended December 31,
	2012		2011		2010
			(In thousands)

Current tax provision:
Federal	$	1,856	$	1,179	$	302
State		215		106		121
Total		2,071		1,285		423

Deferred tax provision (benefit):
Federal		184		21		(387	)
State		1		-		(2	)
Total		185		21		(389	)

Total	$	2,256	$	1,306	$	34

The reasons for the differences between the statutory federal income tax rate and the effective rates are summarized below:

	Years Ended December 31,
	2012			2011			2010

Statutory federal income tax rate		34.0	%		34.0	%		34.0	%
Increase (decrease) resulting from:
State taxes, net of federal tax benefit		1.7			1.0			2.6
Tax exempt income		(6.4	)		(9.3	)		(17.0	)
Bank-owned life insurance (BOLI)		(5.7	)		(7.1	)		(17.0	)
Surrender of BOLI policies		1.9			-			-
Other, net		1.0			(0.4	)		(1.5	)

Effective tax rate		26.5	%		18.2	%		1.1	%

Cash paid for income taxes for the years ended December 31, 2012, 2011, and 2010 was $2.6 million, $16,000, and $177,000, respectively.

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The tax effects of each item that gives rise to deferred taxes are as follows:

	December 31,
	2012			2011
	(In thousands)

Deferred tax assets:
Defined benefit plan	$	1,318		$	1,341
Allowance for loan losses		2,650			2,640
Employee benefit and share-based compensation plans		2,970			2,949
Other-than-temporary impairment write-down		110			495
Depreciation and amortization		147			128
Other		98			143
		7,293			7,696

Deferred tax liabilities:
Net unrealized gain on securities available for sale		(6,935	)		(5,403	)
Deferred loan fees		(179	)		(198	)
Other		(56	)		(232	)
		(7,170	)		(5,833	)

Net deferred tax asset	$	123		$	1,863

The federal income tax reserve for loan losses at the Bank’s base year is $5.8 million. If any portion of the reserve is used for purposes other than to absorb loan losses, approximately 150% of the amount actually used, limited to the amount of the reserve, would be subject to taxation in the fiscal year in which used. As the Bank intends to use the reserve solely to absorb loan losses, a deferred tax liability of $2.4 million has not been provided.

We do not have any uncertain tax positions at December 31, 2012 or 2011 which require accrual or disclosure. We record interest and penalties as part of income tax expense. No interest or penalties were recorded for the years ended December 31, 2012, 2011 and 2010.

Our income tax returns are subject to review and examination by federal and state tax authorities. We are currently open to audit under the applicable statutes of limitations by the Internal Revenue Service for the years ended December 31, 2009 through 2012. The years open to examination by state taxing authorities vary by jurisdiction; however, no years prior to 2009 are open.

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12. TRANSACTIONS WITH DIRECTORS AND EXECUTIVE OFFICERS

We have had, and expect to have in the future, loans with our directors and executive officers. Such loans, in our opinion, do not include more than the normal risk of collectability or other unfavorable features. Following is a summary of activity for such loans:

	Years Ended December 31,
	2012			2011
	(In thousands)

Balance at beginning of year	$	19,518		$	15,310
Principal distributions		1,063			8,319
Repayments of principal		(4,317	)		(7,337	)
Change in related party status		-			3,226

Balance at end of year	$	16,264		$	19,518

13. COMMITMENTS AND CONTINGENCIES

In the normal course of business, various commitments and contingent liabilities are outstanding, such as standby letters of credit and commitments to extend credit with off-balance-sheet risk that are not reflected in the consolidated financial statements. Financial instruments with off-balance-sheet risk involve elements of credit, interest rate, liquidity and market risk.

We do not anticipate any significant losses as a result of these transactions. The following summarizes these financial instruments and other commitments and contingent liabilities at their contract amounts:

	December 31,
	2012		2011
	(In thousands)
Commitments to extend credit:
Unused lines of credit	$	86,474	$	83,340
Loan commitments		14,984		7,297
Existing construction loan agreements		22,641		1,349
Standby letters of credit		2,190		11,242

We use the same credit policies in making commitments and conditional obligations as for on balance sheet instruments.

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since some commitments expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. We evaluate each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by us upon extension of credit, is based on management’s credit evaluation of the counterparty. Collateral held varies but may include accounts receivable, inventory, property, plant and equipment, and income-producing commercial properties.

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During the fourth quarter, we entered into a risk participation agreement (“RPA”) with another financial institution. The RPA is a guarantee to share credit risk associated with an interest rate swap on a participation loan in the event of counterparty default. As such, we accept a portion of the credit risk in order to participate in the loan and we receive a one-time fee. The interest rate swap is collateralized (generally by real estate or business assets) by us and the third party, which limits the credit risk associated with the RPA. Per the terms of the RPA, we must pledge collateral equal to our exposure for the interest rate swap. We monitor overall collateral as part of our off-balance sheet liability analysis, and at December 31, 2012, believe sufficient collateral is available to cover potential swap losses. The term of the RPA, which correspond to the term of the underlying swap, is 10 years. At December 31, 2012, the fair value of the interest rate swap was $305,000, of which we guarantee 50% of the amount in a default event. The maximum potential future payment guaranteed by us cannot be readily estimated, but is dependent upon the fair value of the interest rate swap and the probability of a default event. If an event of default on all contracts had occurred at December 31, 2012, we would have been required to make payments of approximately $153,000.

Standby letters of credit are written conditional commitments issued by us that guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers.

At December 31, 2012, outstanding commitments to extend credit totaled $126.3 million, with $35.0 million in fixed rate commitments with interest rates ranging from 2.75% to 12.00% and $91.3 million in variable rate commitments. At December 31, 2011, outstanding commitments to extend credit totaled $103.2 million, with $8.5 million in fixed rate commitments with interest rates ranging from 3.50% to 12.00% and $94.7 million in variable rate commitments.

In the ordinary course of business, we are party to various legal proceedings, none of which, in our opinion, will have a material effect on our consolidated financial position or results of operations.

We lease facilities and certain equipment under cancelable and non-cancelable leases expiring in various years through the year 2046. Certain of the leases provide for renewal periods for up to forty years at our discretion. Rent expense under operating leases was $625,000, $591,000, and $523,000 for the years ended December 31, 2012, 2011, and 2010, respectively.

Aggregate future minimum rental payments under the terms of non-cancelable operating leases at December 31, 2012, are as follows:

Year Ending December 31,	Amount
	(In thousands)

2013	$	624
2014		621
2015		592
2016		471
2017		369
Thereafter		9,435
	$	12,112

Employment and change of control agreements

We have entered into employment and change of control agreements with certain senior officers. The initial term of the employment agreements is for three years subject to separate one-year extensions as approved by the Board of Directors at the end of each applicable fiscal year. Each employment agreement provides for minimum annual salaries, discretionary cash bonuses and other fringe benefits as well as severance benefits upon certain terminations of employment that are not for cause. The change of control agreements expire one year following a notice of non-extension and only provide for severance benefits upon certain terminations of employment that are not for cause and that are related to a change of control of the Company or the Bank.

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14. CONCENTRATIONS OF CREDIT RISK

Most of our loans consist of residential and commercial real estate loans located in western Massachusetts. As of December 31, 2012 and 2011, our residential and commercial related real estate loans represented 78.4% and 76.8% of total loans, respectively. Our policy for collateral requires that the amount of the loan may not exceed 100% and 85% of the appraised value of the property for residential and commercial real estate, respectively, at the date the loan is granted. For residential loans, in cases where the loan exceeds 80%, private mortgage insurance is typically obtained for that portion of the loan in excess of 80% of the appraised value of the property.

15. FAIR VALUE OF ASSETS AND LIABLITIES

Determination of Fair Value

We use fair value measurements to record fair value adjustments to certain assets and to determine fair value disclosures. The fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for our various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument.

Methods and assumptions for valuing our financial instruments are set forth below. Estimated fair values are calculated based on the value without regard to any premium or discount that may result from concentrations of ownership of a financial instrument, possible tax ramifications or estimated transaction cost.

Cash and cash equivalents - The carrying amounts of cash and short-term instruments approximate fair values based on the short-term nature of the assets.

Interest-bearing deposits in banks - The carrying amounts of interest-bearing deposits maturing within ninety days approximate their fair values. Fair values of other interest-bearing deposits are estimated using discounted cash flow analyses based on current market rates for similar types of deposits.

Securities and mortgage-backed securities - The securities measured at fair value in Level 1 are based on quoted market prices in an active exchange market. These securities include marketable equity securities. All other securities are measured at fair value in Level 2 and are based on pricing models that consider standard input factors such as observable market data, benchmark yields, interest rate volatilities, broker/dealer quotes, credit spreads and new issue data. These securities include government-sponsored enterprise obligations, state and municipal obligations, residential mortgage-backed securities guaranteed and sponsored by the U.S. government or an agency thereof, and private-label residential mortgage-backed securities. At December 31, 2012 and December 31, 2011, all fair value measurements are obtained from a third-party pricing service and are not adjusted by management.

Federal Home Loan Bank and other stock - These investments are carried at cost which is their estimated redemption value.

Loans receivable - For adjustable-rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values. Fair values for other loans (e.g., commercial real estate and investment property mortgage loans, commercial and industrial loans and residential real estate) are estimated using discounted cash flow analyses, using market interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. Fair values for non-performing loans are estimated using discounted cash flow analyses or underlying collateral values, where applicable.

Accrued interest - The carrying amounts of accrued interest approximate fair value.

Deposit liabilities - The fair values disclosed for demand deposits (e.g., interest and non-interest checking, passbook savings, and certain types of money market accounts) are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amounts). The carrying amounts of fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting date. Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies market interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits.

F-38

Short-term borrowings and long-term debt - The fair values of our debt instruments are estimated using discounted cash flow analyses based on the current incremental borrowing rates in the market for similar types of borrowing arrangements.

Commitments to extend credit - The stated value of commitments to extend credit approximates fair value as the current interest rates for similar commitments do not differ significantly. For fixed-rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates. Such differences are not considered significant.

Assets Measured at Fair Value on a Recurring Basis

Assets measured at fair value on a recurring basis are summarized below:

	December 31, 2012
	Level 1		Level 2		Level 3		Total
Securities available for sale:	(In thousands)
Government-sponsored residential mortgage-backed securities	$	-	$	328,023	$	-	$	328,023
U.S. government guaranteed residential mortgage-backed securities		-		130,735		-		130,735
Corporate bonds		-		52,337		-		52,337
State and municipal bonds		-		40,846		-		40,846
Government-sponsored enterprise obligations		-		62,060		-		62,060
Mutual funds		6,046		-		-		6,046
Common and preferred stock		1,460		-		-		1,460
Total assets	$	7,506	$	614,001	$	-	$	621,507

	December 31, 2011
	Level 1		Level 2		Level 3		Total
Securities available for sale:	(In thousands)
Government-sponsored residential mortgage-backed securities	$	-	$	386,227	$	-	$	386,227
U.S. government guaranteed residential mortgage-backed securities		-		152,875		-		152,875
Private-label residential mortgage-backed securities		-		1,567		-		1,567
State and municipal bonds		-		45,874		-		45,874
Government-sponsored enterprise obligations		-		24,752		-		24,752
Mutual funds		5,854		-		-		5 ,854
Common and preferred stock		388		-		-		388
Total assets	$	6,242	$	611,295	$	-	$	617,537

There were no transfers to or from Level 1 and 2 for assets measured at fair value on a recurring basis during the years ended December 31, 2012 and 2011.

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Assets Measured at Fair Value on a Non-recurring Basis

We may also be required, from time to time, to measure certain other financial assets on a nonrecurring basis in accordance with generally accepted accounting principles. These adjustments to fair value usually result from application of lower-of-cost-or-market accounting or write-downs of individual assets. The following table summarizes the fair value hierarchy used to determine each adjustment and the carrying value of the related individual assets as of December 31, 2012 and 2011.

	At						Year Ended
	December 31, 2012						December 31, 2012
							Total
	Level 1		Level 2		Level 3		Losses
	(In thousands)						(In thousands)
Impaired loans	$	-	$	-	$	1,229	$	160
Other real estate owned		-		-		964		(166	)
Total assets	$	-	$	-	$	2,193	$	(6	)

	At						Year Ended
	December 31, 2011						December 31, 2011
							Total
	Level 1		Level 2		Level 3		Losses
	(In thousands)						(In thousands)
Impaired loans	$	-	$	-	$	1,181	$	(303	)
Other real estate owned		-		-		1,130		(170	)
Total assets	$	-	$	-	$	2,311	$	(473	)

The amount of loans represents the carrying value and related write-down and valuation allowance of impaired loans for which adjustments are based on the estimated fair value of the underlying collateral. The fair value of impaired loans with specific allocations of the allowance for loan losses is generally based on real estate appraisals performed by independent licensed or certified appraisers. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. Management will discount appraisals as deemed necessary based on the date of the appraisal and new information deemed relevant to the valuation. Such adjustments are typically significant and result in a Level 3 classification of the inputs for determining fair value. The resulting losses were recognized in earnings through the provision for loan losses.

The amount of other real estate owned represents the carrying value of the collateral based on the appraised value of the underlying collateral using the market approach less selling costs.

We do not measure any liabilities at fair value on a recurring or non-recurring basis on the consolidated balance sheets.

F-40

Summary of Fair Values of Financial Instruments

The estimated fair values of our financial instruments are as follows:

	December 31, 2012
	Carrying Value		Fair Value
			Level 1		Level 2		Level 3		Total
	(In thousands)
Assets:
Cash and cash equivalents	$	11,761	$	11,761	$	-	$	-	$	11,761
Securities available for sale		621,507		7,506		614,001		-		621,507
Federal Home Loan Bank of Boston and other restricted stock		14,269		-		-		14,269		14,269
Loans - net		587,124		-		-		610,695		610,695
Accrued interest receivable		4,602		-		-		4,602		4,602

Liabilities:
Deposits		753,413		-		-		757,450		757,450
Short-term borrowings		69,934		-		69,936		-		69,936
Long-term debt		278,861		-		290,536		-		290,536
Accrued interest payable		471		-		-		471		471

	December 31, 2011
	Carrying Value		Fair Value
			Level 1		Level 2		Level 3		Total
	(In thousands)
Assets:
Cash and cash equivalents	$	21,105	$	21,105	$	-	$	-	$	21,105
Securities available for sale		617,537		6,242		611,295		-		617,537
Federal Home Loan Bank of Boston and other restricted stock		12,438		-		-		12,438		12,438
Loans - net		546,392		-		-		552,422		552,422
Accrued interest receivable		4,022		-		-		4,022		4,022

Liabilities:
Deposits		732,958		-		-		731,294		731,294
Short-term borrowings		52,985		-		52,982		-		52,982
Long-term debt		247,320		-		258,470		-		258,470
Accrued interest payable		656		-		-		656		656

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Limitations - Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time our entire holdings of a particular financial instrument. Where quoted market prices are not available, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment. Changes in assumptions could significantly affect the estimates.

16. SEGMENT INFORMATION

We have one reportable segment, “Community Banking.” All of our activities are interrelated, and each activity is dependent and assessed based on how each of the activities supports the others. For example, commercial lending is dependent upon the ability of the Bank to fund itself with retail deposits and other borrowings and to manage interest rate and credit risk. This situation is also similar for consumer and residential mortgage lending. Accordingly, all significant operating decisions are based upon our analysis as one operating segment or unit.

We operate only in the U.S. domestic market, primarily in western Massachusetts. For the years ended December 31, 2012, 2011 and 2010, there is no customer that accounted for more than 10% of our revenue.

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17. CONDENSED PARENT COMPANY FINANCIAL STATEMENTS

The condensed balance sheets of the parent company are as follows:

	December 31,
	2012		2011
	(In thousands)
ASSETS:
Cash equivalents	$	572	$	791
Securities available for sale		2,772		2,308
Investment in subsidiaries		179,784		210,989
ESOP loan receivable		9,716		10,162
Other assets		6,142		5,310
TOTAL ASSETS	$	198,986	$	229,560

LIABILITIES:
ESOP loan payable	$	9,716	$	10,162
Other liabilities		83		410
EQUITY		189,187		218,988
TOTAL LIABILITIES AND EQUITY	$	198,986	$	229,560

The condensed statements of income for the parent company are as follows:

	Years Ended December 31,
	2012			2011			2010
	(In thousands)
INCOME:
Dividends from subsidiaries	$	42,372		$	21,661		$	19,500
Interest income from securities		68			98			247
ESOP loan interest income		813			848			884
Gain (loss) on sale of securities, net		-			134			(22	)
Other income		-			1			2
Total income		43,253			22,742			20,611

OPERATING EXPENSE:
Salaries and employee benefits		2,262			2,670			2,710
ESOP interest expense		813			848			884
Other		511			762			426
Total operating expense		3,586			4,280			4,020

INCOME BEFORE EQUITY IN UNDISTRIBUTED
INCOME OF SUBSIDIARIES AND INCOME TAXES		39,667			18,462			16,591

DIVIDENDS IN EXCESS OF EARNINGS OF SUBSIDIARIES		(34,130	)		(13,237	)		(13,600	)

NET INCOME BEFORE TAXES		5,537			5,225			2,991

INCOME TAX BENEFIT		(717	)		(649	)		(15	)

NET INCOME	$	6,254		$	5,874		$	3,006

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The condensed statements of cash flows of the parent company are as follows:

	Years Ended December 31,
	2012			2011			2010
	(In thousands)
OPERATING ACTIVITIES:
Net income	$	6,254		$	5,874		$	3,006
Dividends in excess of earnings of subsidiaries		34,130			13,237			13,600
Net amortization of premiums and discounts on securities		-			1			14
Net realized securities (gains) losses		-			(134	)		22
Change in other liabilities		36			(10	)		21
Change in other assets		(271	)		29			813
Other, net		2,089			2,439			2,110

Net cash provided by operating activities		42,238			21,799			19,586

INVESTING ACTIVITIES:
Purchase of securities		(1,533	)		(1,095	)		(759	)
Proceeds from principal collections		575			1			1,160
Sale of securities		566			3,299			5,023

Net cash (used in) provided by investing activities		(392	)		2,205			5,424

FINANCING ACTIVITIES:
Cash dividends paid		(10,721	)		(14,305	)		(14,295	)
Common stock repurchased		(32,083	)		(9,708	)		(16,127	)
Excess tax benefit (shortfall) from share-based compensation		144			(4	)		383
Issuance of common stock to ESOP		-			15			-
Issuance of common stock in connection with stock option exercises		1,041			359			1,477
Repayment of long-term debt		(446	)		(446	)		(446	)

Net cash used in financing activities		(42,065	)		(24,452	)		(29,008	)

NET DECREASE IN CASH AND
CASH EQUIVALENTS:		(219	)		(448	)		(3,998	)

CASH AND CASH EQUIVALENTS:
Beginning of year		791			1,239			5,237

End of year	$	572		$	791		$	1,239

18. OTHER NONINTEREST EXPENSE

There is no item that as a component of other noninterest expense exceeded 1% of the aggregate of total interest income and noninterest income for the years ended December 31, 2012, 2011 and 2010.

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19. SUMMARY OF QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

The following tables present a summary of our quarterly financial information for the periods indicated. The year to date totals may differ slightly due to rounding.

	2012
	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
	(Dollars in thousands, except per share amounts)
Interest and dividend income	$	10,715	$	10,910	$	10,853	$	10,626
Interest expense		3,298		3,183		3,150		3,032

Net interest and dividend income		7,417		7,727		7,703		7,594

Provision for loan losses		220		260		218		-
Other noninterest income		968		804		1,007		1,321


Loss on sale of OREO		-		-		-		(1,017	)
Gain on sales of securities, net		1,585		97		174		1,051
Noninterest expense		6,844		6,833		6,798		6,748

Income before income taxes		2,906		1,535		1,868		2,201
Income tax provision		567		561		481		647
Net income	$	2,339	$	974	$	1,387	$	1,554

Basic earnings per share	$	0.09	$	0.04	$	0.06	$	0.07
Diluted earnings per share	$	0.09	$	0.04	$	0.06	$	0.07

	2011
	First Quarter			Second Quarter			Third Quarter			Fourth Quarter
	(Dollars in thousands, except per share amounts)
Interest and dividend income	$	11,457		$	11,449		$	11,174		$	10,926
Interest expense		3,810			3,720			3,555			3,382

Net interest and dividend income		7,647			7,729			7,619			7,544

Provision for loan losses		339			175			15			677
Other noninterest income		806			909			899			904

Total other-than-temporary impairment losses in securities		(345	)		(433	)		(536	)		-
Portion of impairment losses recognized in accumulated other comprehensive income		313			425			474			-
Net impairment losses recognized in income		(32	)		(8	)		(62	)		-

Loss on sale of OREO		-			-			(25	)		-
Gain on sales of securities, net		31			46			131			206
Noninterest expense		6,540			6,433			6,639			6,346

Income before income taxes		1,574			2,068			1,908			1,631
Income taxes		288			503			414			102
Net income	$	1,286		$	1,565		$	1,494		$	1,529

Basic earnings per share	$	0.05		$	0.06		$	0.06		$	0.06
Diluted earnings per share	$	0.05		$	0.06		$	0.06		$	0.06

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