Western New England Bancorp - 10-Q quarterly report FY2011 Q3

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

______________________

FORM 10-Q

S QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2011

£ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____.

Commission file number 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 01086

(Address of principal executive offices)

(Zip Code)

(413) 568-1911

(Registrant’s telephone number, including area code)

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 twelve 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 S No £

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.) Yes S No £.

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 S

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 Exchange Act). Yes £ No S

At November 1, 2011 the registrant had 27,623,420 shares of common stock, $0.01 par value, issued and outstanding.

TABLE OF CONTENTS

		Page

FORWARD-LOOKING STATEMENTS		i

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements of Westfield Financial, Inc. and Subsidiaries

	Consolidated Balance Sheets (Unaudited) - September 30, 2011 and December 31, 2010	1

	Consolidated Statements of Income (Unaudited) - Three and Nine Months Ended September 30, 2011 and 2010	2

	Consolidated Statements of Changes in Shareholders' Equity and Comprehensive Income (Unaudited) - Nine Months Ended September 30, 2011 and 2010	3

	Consolidated Statements of Cash Flows (Unaudited) - Nine Months Ended September 30, 2011 and 2010	4

	Notes to Consolidated Financial Statements (Unaudited)	5

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	26

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37

Item 4.	Controls and Procedures	38


PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	38

Item 1A.	Risk Factors	38

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38

Item 3.	Defaults upon Senior Securities	39

Item 4.	(Removed and Reserved)	39

Item 5.	Other Information	39

Item 6.	Exhibits	39

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains “forward-looking statements.” These forward-looking statements are made in good faith pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The words “may,” “could,” “should,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan” and similar expressions are intended to identify forward-looking statements. These forward-looking statements may be subject to significant known and unknown risks, uncertainties and other factors, including, but not limited to, changes in the real estate market or local economy, changes in interest rates, changes in laws and regulations to which we are subject, and competition in our primary market area.

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. Westfield Financial undertakes no obligation to republish revised forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

PART I – FINANCIAL INFORMATION

ITEM 1: FINANCIAL STATEMENTS.
WESTFIELD FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS - UNAUDITED
(Dollars in thousands)

	September 30,			December 31,
	2011			2010
ASSETS
Cash and due from banks	$	10,605		$	9,247
Federal funds sold		20			13
Interest-bearing deposits and other short-term investments		8,940			2,351
Cash and cash equivalents		19,565			11,611

SECURITIES :
Available for Sale - at fair value		627,908			642,467

FEDERAL HOME LOAN BANK OF BOSTON AND OTHER RESTRICTED STOCK - AT COST		12,438			12,282

LOANS - Net of allowance for loan losses of $7,087 at September 30, 2011 and $6,934 at December 31, 2010		537,512			502,392

PREMISES AND EQUIPMENT, Net		11,131			11,603

ACCRUED INTEREST RECEIVABLE		4,181			4,279

BANK-OWNED LIFE INSURANCE		43,644			40,494

DEFERRED TAX ASSET, Net		999			8,811

OTHER REAL ESTATE OWNED		1,130			223

OTHER ASSETS		4,293			5,327
TOTAL ASSETS	$	1,262,801		$	1,239,489

LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES:
DEPOSITS :
Noninterest-bearing	$	99,681		$	85,217
Interest-bearing		620,833			615,118
Total deposits		720,514			700,335

SHORT-TERM BORROWINGS		55,544			62,937

LONG-TERM DEBT		247,240			238,151
SECURITIES PENDING SETTLEMENT		-			7,791
OTHER LIABILITIES		9,699			9,030
TOTAL LIABILITIES		1,032,997			1,018,244

SHAREHOLDERS' EQUITY:
Preferred stock - $.01 par value, 5,000,000 shares authorized, none outstanding at September 30, 2011 and December 31, 2010		-			-
Common stock - $.01 par value, 75,000,000 shares authorized, 27,648,783 shares issued and outstanding at September 30, 2011; 28,166,419 shares issued and outstanding at December 31, 2010		276			282
Additional paid-in capital		178,680			181,842
Unearned compensation - ESOP		(9,265	)		(9,701	)
Unearned compensation - Equity Incentive Plan		(1,516	)		(2,158	)
Retained earnings		51,902			56,496
Accumulated other comprehensive loss		9,727			(5,516	)
Total shareholders' equity		229,804			221,245
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	1,262,801		$	1,239,489
See accompanying notes to unaudited consolidated financial statements.

WESTFIELD FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME – UNAUDITED
(Dollars in thousands, except per share data)

	Three Months						Nine Months
	Ended September 30,						Ended September 30,
	2011			2010			2011			2010
INTEREST AND DIVIDEND INCOME:
Debt securities, taxable	$	4,235		$	4,872		$	13,699		$	15,252
Residential and commercial real estate loans		4,984			4,524			14,503			13,407
Commercial and industrial loans		1,428			1,657			4,290			4,963
Debt securities, tax-exempt		420			387			1,257			1,143
Consumer loans		47			53			143			162
Equity securities		46			50			140			152
Other Investments - at cost		14			5			46			17
Federal funds sold, interest-bearing deposits and other short-term investments		-			2			1			5
Total interest and dividend income		11,174			11,550			34,079			35,101
INTEREST EXPENSE:
Deposits		1,811			2,381			5,891			7,490
Long-term debt		1,716			1,759			5,071			4,946
Short-term borrowings		28			61			122			200
Total interest expense		3,555			4,201			11,084			12,636
Net interest and dividend income		7,619			7,349			22,995			22,465
PROVISION FOR LOAN LOSSES		15			3,928			529			8,548
Net interest and dividend income after provision for loan losses		7,604			3,421			22,466			13,917

NONINTEREST INCOME (LOSS):
Total other-than-temporary impairment losses on debt securities		(536	)		-			(576	)		(1,071	)
Portion of other-than-temporary impairment losses recognized in accumulated other comprehensive loss on debt securities		474			-			474			971
Net other-than-temporary impairment losses recognized in income		(62	)		-			(102	)		(100	)
Service charges and fees		501			456			1,465			1,440
Income from bank-owned life insurance		398			380			1,150			1,140
Gain on sales of securities, net		131			2,609			208			3,926
(Loss) gain on disposal of OREO		(25	)		-			(25	)		1
Total noninterest income		943			3,445			2,696			6,407
NONINTEREST EXPENSE:
Salaries and employees benefits		3,997			3,661			11,710			10,930
Occupancy		691			656			2,027			1,952
Computer operations		473			461			1,437			1,443
Professional fees		524			391			1,525			1,258
OREO expense		31			62			52			326
FDIC insurance assessment		207			223			555			555
Other		716			730			2,307			2,056
Total noninterest expense		6,639			6,184			19,613			18,520
INCOME BEFORE INCOME TAXES		1,908			682			5,549			1,804
INCOME TAX PROVISION (BENEFIT)		414			(17	)		1,204			137
NET INCOME	$	1,494		$	699		$	4,345		$	1,667

EARNINGS PER COMMON SHARE:
Basic earnings per share	$	0.06		$	0.03		$	0.16		$	0.06
Weighted average shares outstanding		26,443,449			27,432,114			26,608,490			27,860,516
Diluted earnings per share	$	0.06		$	0.03		$	0.16		$	0.06
Weighted average diluted shares outstanding		26,544,257			27,586,142			26,723,947			28,082,399
See accompanying notes to unaudited consolidated financial statements.

WESTFIELD FINANCIAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY AND COMPREHENSIVE INCOME- UNAUDITED

NINE MONTHS ENDED SEPTEMBER 30, 2011 AND 2010

(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, DECEMBER 31, 2009		29,818,526		$	298		$	193,609		$	(10,299	)	$	(3,248	)	$	69,253		$	(2,314	)	$	247,299
Comprehensive income:
Net income		-			-			-			-			-			1,667			-			1,667
Net unrealized gains on securities available for sale arising during the period, net reclassification adjustment and tax effects		-			-			-			-			-			-			1,322			1,322
Net unrealized gains on securities resulting from transfer from held-to-maturity to available-for-sale, net of tax effects		-			-			-			-			-			-			8,351			8,351
Change in pension gains or losses and transition assets, net of tax		-			-			-			-			-			-			44			44
Total comprehensive income																							11,384
Common stock held by ESOP committed to be released (89,040 shares)		-			-			119			448			-			-			-			567
Share-based compensation - stock options		-			-			598			-			-			-			-			598
Share-based compensation - equity incentive plan		-			-			-			-			868			-			-			868
Excess tax benefits from equity incentive plan		-			-			34			-			-			-			-			34
Common stock repurchased		(1,813,237	)		(18	)		(14,708	)		-			-			-			-			(14,726	)
Issuance of common stock in connection with stock option exercises		336,527			3			2,942			-			-			(1,468	)		-			1,477
Common stock granted in connection with equity incentive plan		-			-			69			-			(69	)		-			-			-
Excess tax benefits in connection with stock option exercises		-			-			401			-			-			-			-			401
Cash dividends declared ($0.25 per share)		-			-			-			-			-			(8,666	)		-			(8,666	)
BALANCE, SEPTEMBER 30, 2010		28,341,816		$	283		$	183,064		$	(9,851	)	$	(2,449	)	$	60,786		$	7,403		$	239,236

BALANCE, DECEMBER 31, 2010		28,166,419		$	282		$	181,842		$	(9,701	)	$	(2,158	)	$	56,496		$	(5,516	)	$	221,245
Comprehensive income:
Net income		-			-			-			-			-			4,345			-			4,345
Net unrealized gains on securities available for sale arising during the period, net of reclassification adjustment and tax effects		-			-			-			-			-			-			15,191			15,191
Change in pension gains or losses and transition assets, net of tax		-			-			-			-			-			-			52			52
Total comprehensive income																							19,588
Common stock held by ESOP committed to be released (86,585 shares)		-			-			120			436			-			-			-			556
Share-based compensation - stock options		-			-			596			-			-			-			-			596
Share-based compensation - equity incentive plan		-			-			-			-			869			-			-			869
Excess tax benefits from equity incentive plan		-			-			24			-			-			-			-			24
Purchase of ESOP Shares		1,946			-			15			-			-			-			-			15
Common stock repurchased		(554,228	)		(6	)		(4,455	)		-			-			-			-			(4,461	)
Issuance of common stock in connection with stock option exercises		34,646			-			293			-			-			(142	)		-			151
Common stock granted in connection with equity incentive plan		-			-			227			-			(227	)		-			-			-
Excess tax benefits in connection with stock option exercises		-			-			18			-			-			-			-			18
Cash dividends declared ($0.33 per share)		-			-			-			-			-			(8,797	)		-			(8,797	)
BALANCE, SEPTEMBER 30,2011		27,648,783		$	276		$	178,680		$	(9,265	)	$	(1,516	)	$	51,902		$	9,727		$	229,804

See accompanying notes to unaudited consolidated financial statements

WESTFIELD FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS – UNAUDITED
(Dollars in thousands)
	Nine Months Ended September 30,
	2011			2010
OPERATING ACTIVITIES:
Net income	$	4,345		$	1,667
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses		529			8,548
Depreciation and amortization of premises and equipment		860			945
Net amortization of premiums and discounts on securities, mortgage-backed securities and mortgage loans		2,522			4,553
Net amortization of premiums on modified debt		140			5
Share-based compensation expense		1,465			1,466
Amortization of ESOP expense		556			567
Excess tax benefits from equity incentive plan		(24	)		(34	)
Excess tax benefits in connection with stock option exercises		(18	)		(401	)
Net gain on sales of securities		(208	)		(3,926	)
Other-than-temporary impairment losses on securities		102			100
Write-downs of other real estate owned		-			232
Loss (gain) on sale of other real estate owned		25			(1	)
Deferred income tax benefit		(156	)		(159	)
Income from bank-owned life insurance		(1,150	)		(1,140	)
Changes in assets and liabilities:
Accrued interest receivable		89			533
Other assets		1,034			(430	)
Other liabilities		790			1,074
Net cash provided by operating activities		10,901			13,599
INVESTING ACTIVITIES:
Securities, held to maturity:
Purchases		-			(62,111	)
Proceeds from calls, maturities, and principal collections		-			69,075
Securities, available for sale:
Purchases		(186,024	)		(436,038	)
Proceeds from sales		157,999			309,244
Proceeds from calls, maturities, and principal collections		55,543			80,504
Purchase of residential mortgages		(52,490	)		(32,282	)
Loan principal payments, net of originations		15,686			13,932
Purchase of Federal Home Loan Bank of Boston stock		(156	)		(1,855	)
Proceeds from sale of other real estate owned		198			1,693
Purchases of premises and equipment		(388	)		(512	)
Purchase of bank-owned life insurance		(2,000	)		-
Net cash used in investing activities		(11,632	)		(58,350	)
FINANCING ACTIVITIES:
Net increase in deposits		20,179			45,307
Net change in short-term borrowings		(7,393	)		(9,072	)
Repayment of long-term debt		(5,150	)		(45,000	)
Proceeds from long-term debt		14,099			69,970
Cash dividends paid		(8,797	)		(8,666	)
Common stock repurchased		(4,461	)		(13,110	)
Issuance of common stock in connection with stock option exercises		151			1,477
Excess tax benefits in connection with equity incentive plan		24			34
Excess tax benefits in connection with stock option exercises		18			401
Purchase of common stock in connection with employee benefit program		15			-
Net cash provided by financing activities		8,685			41,341

NET CHANGE IN CASH AND CASH EQUIVALENTS:		7,954			(3,410	)
Beginning of period		11,611			28,719
End of period	$	19,565		$	25,309

Supplemental cash flow information:
Transfer of loans to other real estate owned	$	1,130		$	538
Interest paid		11,163			12,630
Taxes paid		701			310
Net cash due to broker for common stock repurchased		-			1,616

See accompanying notes to unaudited consolidated financial statements

WESTFIELD FINANCIAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

The Bank’s deposits are insured to the limits specified by the Federal Deposit Insurance Corporation (“FDIC”). The Bank operates eleven 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, the Bank, Elm Street Securities Corporation, WB Real Estate Holdings, LLC 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, the disclosure of contingent assets and liabilities and the reported amounts of income and expenses for both at the date of the consolidated financial statements. 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.

Basis of Presentation – In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of our financial condition as of September 30, 2011, and the results of operations, changes in shareholders’ equity and cash flows for the interim periods presented. The results of operations for the three and nine months ended September 30, 2011 are not necessarily indicative of the results of operations for the year ending December 31, 2011. Certain information and disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to the rules and regulations of the Securities and Exchange Commission.

These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2010, included in our Annual Report on Form 10-K for the year ended December 31, 2010 (the “2010 Annual Report”).

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

2. EARNINGS PER SHARE

Basic earnings per share represent income available to shareholders divided by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflect additional common shares that would have been outstanding if dilutive potential 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 outstanding stock options and are determined using the treasury stock method.

Earnings per common share for the three and nine months ended September 30, 2011 and 2010 have been computed based on the following:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010
	(In thousands, except per share data)

Net income applicable to common stock	$	1,494		$	699		$	4,345		$	1,667

Average number of common shares outstanding		27,778			28,891			27,979			29,341
Less: Average unallocated ESOP Shares		(1,328	)		(1,415	)		(1,349	)		(1,437	)
Less: Average ungranted equity incentive plan shares		(7	)		(44	)		(22	)		(44	)

Average number of common shares outstanding used to calculate basic earnings per common share		26,443			27,432			26,608			27,680

Effect of dilutive stock options		101			154			115			222

Average number of common shares outstanding used to calculate diluted earnings per common share		26,544			27,586			26,723			28,082

Basic earnings per share	$	0.06		$	0.03		$	0.16		$	0.06

Diluted earnings per share	$	0.06		$	0.03		$	0.16		$	0.06

Stock options that would have an antidilutive effect on diluted earnings per share are excluded from the calculation. There were 1,662,227 and 1,630,758 shares that were antidilutive for the three and nine months ended September 30, 2011, respectively, and 1,576,024 and 1,559,357 shares that were antidilutive for the three and nine months ended September 30, 2010, respectively.

3. 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.

The components of other comprehensive income and related tax effects are as follows:

	Nine Months Ended September 30,
	2011			2010
	(In thousands)

Unrealized holding gains on available-for-sale securities	$	23,238		$	6,156
Reclassification adjustment for gains realized in income		(208	)		(3,926	)
Reclassification adjustment for securities transferred from held-to-maturity to available-for-sale		-			12,653
Other-than-temporary impairment losses on available-for-sale securities charged to earnings		102			100
Net unrealized gains on available-for-sale securities		23,132			14,983
Tax effect		(7,941	)		(5,310	)
Net-of-tax amount		15,191			9,673

Gains and losses arising during the period pertaining to defined benefit plans		-			7
Reclassification adjustments for items reflected in earnings:
Actuarial loss recognized		87			69
Transition asset recognized		(8	)		(9	)
Net adjustments pertaining to defined benefit plan		79			67
Tax effect		(27	)		(23	)
Net-of-tax amount		52			44

Net accumulated other comprehensive income	$	15,243		$	9,717

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

	September 30,			December 31,
	2011			2010
	(In thousands)

Net unrealized gain (loss) on securities available-for-sale	$	17,864		$	(5,299	)
Tax effect		(6,134	)		1,817
Net-of-tax amount		11,730			(3,482	)

Noncredit portion of other-than-temporary impairment losses on available-for-sale securities		(474	)		(443	)
Tax effect		161			151
Net-of-tax amount		(313	)		(292	)

Unrecognized transition asset pertaining to defined benefit plan		36			44
Unrecognized deferred loss pertaining to defined benefit plan		(2,595	)		(2,682	)
Net components pertaining to defined benefit plan		(2,559	)		(2,638	)
Tax effect		869			896
Net-of-tax amount		(1,690	)		(1,742	)

Net accumulated other comprehensive income (loss)	$	9,727		$	(5,516	)

4. SECURITIES

Securities are summarized as follows:

	September 30, 2011
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(In thousands)
Available for sale:
Government sponsored residential mortgage-backed securities	$	380,089	$	10,133	$	(29	)	$	390,193
U.S. government guaranteed residential mortgage-backed securities		151,602		4,596		(31	)		156,167
Private-label residential mortgage-backed securities		2,152		-		(474	)		1,678
Municipal bonds		43,412		2,253		(1	)		45,664
Government sponsored enterprise obligations		27,776		873		(16	)		28,633
Mutual funds		5,448		121		(53	)		5,516
Common and preferred stock		39		18		-			57

Total	$	610,518	$	17,994	$	(604	)	$	627,908

	December 31, 2010
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(In thousands)
Available for sale:
Government sponsored residential mortgage-backed securities	$	381,436	$	4,967	$	(5,419	)	$	380,984
U.S. government guaranteed residential mortgage-backed securities		192,609		396		(5,329	)		187,676
Private-label residential mortgage-backed securities		8,251		-		(673	)		7,578
Municipal bonds		42,119		1,298		(340	)		43,077
Government sponsored enterprise obligations		18,447		193		(776	)		17,864
Mutual funds		5,308		25		(61	)		5,272
Common and preferred stock		39		-		(23	)		16

Total	$	648,209	$	6,879	$	(12,621	)	$	642,467

The amortized cost and fair value of debt securities, excluding mortgage-backed securities, at September 30, 2011, by maturity, are shown below. Actual maturities may differ from contractual maturities because certain issuers have the right to call or repay obligations.

	September 30, 2011
	Amortized Cost		Fair Value
	(In thousands)

Available for sale:
Due in one year or less	$	575	$	586
Due after one year through five years		22,216		23,068
Due after five years through ten years		30,941		32,788
Due after ten years		17,456		17,855

Total available for sale	$	71,188	$	74,297

Gross realized gains and losses on sales of securities for the three and nine months ended September 30, 2011 and 2010 are as follows:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010
	(In thousands)

Gross gains realized	$	528		$	2,620		$	1,407		$	4,576
Gross losses realized		(397	)		(11	)		(1,199	)		(650	)
Net gain realized	$	131		$	2,609		$	208		$	3,926

Proceeds from the sale of securities available for sale amounted to $158.0 and $309.2 million for the nine months ended September 30, 2011 and 2010, respectively.

The tax provision applicable to net realized gains and losses was $44,000 and $73,000 for the three and nine months ended September 30, 2011, respectively. The tax provision applicable to net realized gains and losses was $887,000 and $1.3 million for the three and nine months ended September 30, 2010, respectively.

One security with a carrying value of $2.2 million at December 31, 2010, was pledged as collateral to the Federal Reserve Bank of Boston to secure public deposits. No securities were pledged to secure public deposits at September 30, 2011.

Information pertaining to securities with gross unrealized losses at September 30, 2011and December 31, 2010, aggregated by investment category and length of time that individual securities have been in a continuous loss position, follows:

	September 30, 2011
	Less Than Twelve Months					Over Twelve Months
	Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value
	(In thousands)

Available for sale:
Government-sponsored residential mortgage-backed securities	$	(29	)	$	7,901	$	-		$	-
U.S. government guaranteed residential mortgage-backed securities		(31	)		6,717		-			-
Private-label residential mortgage-backed securities		-			-		(474	)		1,678
Municipal bonds		(1	)		149		-			-
Government-sponsored enterprise obligations		(16	)		9,936		-			-
Mutual funds		-			-		(53	)		1,613
Common and preferred stock		-			-		-			-

Total	$	(77	)	$	24,703	$	(527	)	$	3,291

	December 31, 2010
	Less Than Twelve Months					Over Twelve Months
	Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value
	(In thousands)
Available for sale:
Government-sponsored residential mortgage-backed securities	$	(5,419	)	$	225,105	$	-		$	-
U.S. government guaranteed residential mortgage-backed securities		(5,329	)		145,430		-			-
Private-label residential mortgage-backed securities		-			-		(673	)		7,578
Government-sponsored enterprise obligations		(776	)		15,674		-			-
Municipal bonds		(340	)		8,856		-			-
Mutual funds		-			-		(61	)		1,548
Common and preferred stock		-			-		(23	)		16

Total	$	(11,864	)	$	395,065	$	(757	)	$	9,142

At September 30, 2011, four government-sponsored and U.S. government guaranteed mortgage-backed securities had gross unrealized losses with aggregate depreciation of 0.4% from our amortized cost basis existing for less than twelve months. At September 30, 2011, one government-sponsored enterprise obligation had gross unrealized loss with aggregate depreciation of 0.2% from our amortized cost basis existing for less than twelve months. At September 30, 2011, one municipal bond had gross unrealized losses with aggregate depreciation of 0.7% from our amortized cost basis existing for less than twelve months. These 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 September 30, 2011, one mutual fund had a gross unrealized loss with aggregate depreciation of 3.2% from our cost basis existing for greater than twelve months and was principally related to fluctuations in interest rates. This loss relates to a mutual fund which 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.

At September 30, 2011, one private label mortgage-backed securities had a gross unrealized loss of 22.0% from our amortized cost basis which existed for greater than twelve months. Management uses a third party on a quarterly basis that is experienced in analyzing private-label mortgage-backed securities to determine if credit losses existed for these securities. The third party incorporated a number of factors to estimate the performance and possible credit loss of the underlying assets. These factors include but are not limited to: loans in various stages of delinquency i.e. 30, 60, 90 days delinquent, loans in foreclosure, projected prepayment rates (10 voluntary prepayment rate), severity of loss on defaulted loans (60%), current levels of subordination, current credit enhancement (0.21%), vintage (2006), geographic location and projected default rates. As a result of this analysis, one private label mortgage-backed security was deemed to have other-than-temporary impairment loss as of September 30, 2011. During the three months ended September 30, 2011, we had writedowns of $536,000 due to other-than-temporary impairment on mortgage-backed securities, of which $474,000 was recognized in accumulated other comprehensive loss and $62,000 was recognized as a credit loss and charged to income. We had no writedowns due to other-than-temporary impairment on mortgage backed securities during the three months ended September 30, 2010. During the nine months ended September 30, 2011, we had writedowns of $576,000 due to other-than-temporary impairment on mortgage-backed securities, of which $474,000 was recognized in accumulated other comprehensive loss and $102,000 was recognized as a credit loss and charged to income. During the nine months ended September 30, 2010, we had writedowns of $1.1 million due to other-than-temporary impairment on mortgage-backed securities, of which $971,000 was recognized in accumulated other comprehensive loss and $100,000 was recognized as a credit loss and charged to income.

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:

	Nine Months Ended September 30,
	2011			2010
	(In thousands)

Balance, beginning of period	$	425		$	278
Reductions for securities sold during the period		(85	)		-
Additional credit losses for which other-than-temporary impairment charge was previously recorded		102			100

Balance, end of period	$	442		$	378

5. LOANS AND ALLOWANCE FOR LOAN LOSSES

Loans consisted of the following amounts:	September 30,			December 31,
	2011			2010
	(In thousands)

Commercial real estate	$	220,850		$	221,578
Residential real estate		156,180			112,680
Home equity		36,723			36,116
Commercial and industrial		127,206			135,250
Consumer		2,610			2,960
Total Loans		543,569			508,584
Unearned premiums and deferred loan fees and costs, net		1,030			742
Allowance for loan losses		(7,087	)		(6,934	)
	$	537,512		$	502,392

During the nine months ended September 30, 2011 and 2010, we purchased residential real estate loans aggregating $52.5 million and $32.3 million, respectively.

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 September 30, 2011 and December 31, 2010, we serviced loans for participants aggregating $5.3 million and $5.2 million, respectively.

Mortgage loans serviced for others are not included in the accompanying consolidated balance sheets. The unpaid balances of these loans totaled $3.2 million and $3.9 million at September 30, 2011 and December 31, 2010, respectively. Net service fee income of $2,000, and $3,000 was recorded for three months ended September 30, 2011 and 2010. Net service fee income of $7,000, and $10,000 was recorded for nine months ended September 30, 2011 and 2010. Net service fee income is included in service charges and fees on the consolidated statements of income.

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 perform in accordance with contractual terms for a period of at least six months, reducing 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 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; effects of changes in risk selection and 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 the periods presented for disclosure.

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. Home equity loans are secured by first or second mortgages on one-to-four family owner occupied properties.

Commercial real estate – Loans in this segment are primarily income-producing investment properties throughout New England. The underlying cash flows generated by the properties 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 rent rolls and tax returns 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, and resultant decreased consumer spending, will have an effect on the credit quality in this segment.

Consumer loans – Loans in this segment are generally 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.

A loan is considered impaired when, based on current information and events, it is probable that we will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled 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.

An analysis of changes in the allowance for loan losses by segment for the periods ended September 30, 2011 and 2010 is as follows:

	Residential Real Estate			Commercial Real Estate			Commercial and Industrial			Consumer			Total
	(In thousands)
Balance at December 31, 2010	$	877		$	3,182		$	2,849		$	26		$	6,934
Provision		127			(9	)		234			(13	)		339
Charge-offs		-			-			(355	)		(4	)		(359	)
Recoveries		1			4			69			11			85
Balance at March 31, 2011	$	1,005		$	3,177		$	2,797		$	20		$	6,999
Provision		184			(93	)		84			-			175
Charge-offs		(2	)		(175	)		(77	)		(3	)		(257	)
Recoveries		3			132			20			1			156
Balance at June 30, 2011	$	1,190		$	3,041		$	2,824		$	18		$	7,073
Provision		272			(2	)		(254	)		(1	)		15
Charge-offs		-			-			(10	)		(6	)		(16	)
Recoveries		4			3			1			7			15
Balance at September 30, 2011	$	1,466		$	3,042		$	2,561		$	18		$	7,087

Balance at December 31, 2009	$	487		$	2,371		$	4,748		$	39		$	7,645
Provision		43			84			385			(12	)		500
Charge-offs		(1	)		-			(607	)		(8	)		(616	)
Recoveries		1			-			8			13			22
Balance at March 31, 2010	$	530		$	2,455		$	4,534		$	32		$	7,551
Provision		95			4,044			(7	)		(12	)		4,120
Charge-offs		-			(3,620	)		(238	)		(3	)		(3,861	)
Recoveries		2			2			(1	)		14			17
Balance at June 30, 2010	$	627		$	2,881		$	4,288		$	31		$	7,827
Provision		32			3,866			42			(12	)		3,928
Charge-offs		-			(3,602	)		-			(2	)		(3,604	)
Recoveries		6			1			-			10			17
Balance at September 30, 2010	$	665		$	3,146		$	4,330		$	27		$	8,168

Further information pertaining to the allowance for loan losses by segment at September 30, 2011 and December 31, 2010 follows:

	Residential Real Estate		Commercial Real Estate		Commercial and Industrial		Consumer		Total
	(In thousands)
September 30, 2011
Allowance for loan and lease losses:
Individually evaluated for loss potential	$	40	$	254	$	25	$	-	$	319
Collectively evaluated for loss potential		1,426		2,788		2,536		18		6,768
Total	$	1,466	$	3,042	$	2,561	$	18	$	7,087

Loans and leases outstanding:
Individually evaluated for loss potential	$	235	$	15,775	$	1,147	$	-	$	17,157
Collectively evaluated for loss potential		192,668		205,075		126,059		2,610		526,412
Total	$	192,903	$	220,850	$	127,206	$	2,610	$	543,569

December 31, 2010
Allowance for loan and lease losses:
Individually evaluated for loss potential	$	-	$	-	$	19	$	-	$	19
Collectively evaluated for loss potential		877		3,182		2,830		26		6,915
Total	$	877	$	3,182	$	2,849	$	26	$	6,934

Loans and leases outstanding:
Individually evaluated for loss potential	$	125	$	1,891	$	539	$	-	$	2,555
Collectively evaluated for loss potential		148,671		219,687		134,711		2,960		506,029
Total	$	148,796	$	221,578	$	135,250	$	2,960	$	508,584

The following is a summary of past due and non-accrual loans by class at September 30, 2011 and December 31, 2010:

	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 in Non- Accrual
	(In thousands)
September 30, 2011
Residential real estate:
Residential 1-4 family	$	483	$	71	$	175	$	729	$	-	$	720
Home equity		82		62		115		259		-		142
Commercial real estate		3,344		-		-		3,344		-		1,776
Commercial and industrial		2,981		583		147		3,711		-		147
Consumer		6		-		-		6		-		-
Total	$	6,896	$	716	$	437	$	8,049	$	-	$	2,785

December 31, 2010
Residential real estate:
Residential 1-4 family	$	196	$	459	$	172	$	827	$	-	$	629
Home equity		121		-		138		259		-		144
Commercial real estate		14,797		-		919		15,716		-		1,891
Commercial and industrial		204		1,000		150		1,354		-		539
Consumer		7		-		-		7		-		1
Total	$	15,325	$	1,459	$	1,379	$	18,163	$	-	$	3,204

The following is a summary of impaired loans by class:

							Three Months Ended				Nine Months Ended
	At September 30, 2011						September 30, 2011				September 30, 2011
	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
(In thousands)
Impaired loans without a valuation allowance:
Residential real estate	$	120	$	126	$	-	$	122	$	-	$	123	$	-
Commercial real estate		1,575		1,685		-		1,591		-		1,660		-
Commercial and industrial		-		-		-		-		-		465		-
Total		1,695		1,811		-		1,713		-		2,248		-

Impaired loans with a valuation allowance:
Residential real estate		115		115		40		115		-		58		-
Commercial real estate		14,200		14,228		254		14,204		198		11,843		542
Commercial and industrial		1,147		1,150		25		1,147		11		982		44
Total		15,462		15,493		319		15,466		209		12,883		586

Total impaired loans	$	17,157	$	17,304	$	319	$	17,179	$	209	$	15,131	$	586

							Three Months Ended				Nine Months Ended
	At December 31, 2010						September 30, 2010				September 30, 2010
	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
(In thousands)
Impaired loans without a valuation allowance:
Residential real estate	$	125	$	127	$	-	$	-	$	-	$	32	$	-
Commercial real estate		1,891		1,939		-		2,808		-		2,095		-
Commercial and industrial		389		1,374		-		25		-		321		-
Total		2,405		3,440		-		2,833		-		2,448		-

Impaired loans with a valuation allowance:
Commercial and industrial		150		150		19		1,691		-		2,180		-

Total impaired loans	$	2,555	$	3,590	$	19	$	4,524	$	-	$	4,628	$	-

No interest income was recognized for impaired loans on a cash-basis method during the three and nine months ended September 30, 2011 or 2010.

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 troubled debt restructuring (“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.

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.

Performing loans modified as troubled debt restructuring during the nine months ended September 30, 2011, segregated by class, are shown in the table below. The modifications reduced the interest rate and extended the interest-only period. Both loans were performing assets at the date of modification and remained on accrual status. No loans were modified as a TDR during the three months ended September 30, 2011. Nonperforming TDRs are shown as nonperforming assets.

	Number of Contracts		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
	(Dollars in thousands)
Troubled Debt Restructurings
Commercial Real Estate		1		$14,000		$14,000
Commercial and Industrial		1		1,000		1,000
Total		2		$15,000		$15,000

Default occurs when a loan is 90 days or more past due or transferred to nonaccrual and is within twelve months of restructuring. One residential real estate loan with a recorded investment of $120,000 defaulted during the nine months ended September 30, 2011, which was modified in the quarter ended December 31, 2010. No TDRs defaulted during the three months ended September 30, 2011. As of September 30, 2011, we have not committed to lend additional amounts to customers with outstanding loans and leases that are classified as TDR’s. There were no charge-offs on TDRs during the three or nine months ended September 30, 2011.

Credit Quality Information

We utilize an eight-grade internal loan rating system for commercial real estate and commercial and industrial loans as follows:

Loans rated 1 – 3: Loans in these categories are considered “Pass” rated loans with low to average risk.

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

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

Loans rated 6: Loans in this category 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: Loans in this category are considered “Doubtful.” Loans classified as doubtful have all the weaknesses inherent in those classified as substandard with the added characteristic that the weakenesses 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: Loans in this category are considered uncollectible (“Loss”) 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 $1.0 and $4.3 million at September 30, 2011 and December 31, 2010, 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 September 30, 2011 and December 31, 2010:

	Residential 1-4 family		Home Equity		Commercial Real Estate		Commercial and Industrial		Consumer		Total
	(In thousands)
September 30, 2011
Loans rated 1 – 3	$	155,762	$	36,677	$	172,285	$	89,495	$	2,601	$	456,820
Loans rated 4		102		-		26,935		19,522		-		46,559
Loans rated 5		3		-		1,457		2,804		9		4,273
Loans rated 6		313		46		19,973		15,385		-		35,717
Loans rated 7		-		-		200		-		-		200
	$	156,180	$	36,723	$	220,850	$	127,206	$	2,610	$	543,569

December 31, 2010
Loans rated 1 – 3	$	112,236	$	36,051	$	174,137	$	83,650	$	2,950	$	409,024
Loans rated 4		105		-		24,149		32,723		-		56,977
Loans rated 5		9		13		3,164		7,424		10		10,620
Loans rated 6		330		52		20,128		11,453		-		31,963
Loans rated 7		-		-		-		-		-		-
	$	112,680	$	36,116	$	221,578	$	135,250	$	2,960	$	508,584

6. SHARE-BASED COMPENSATION

Under our 2007 Recognition and Retention Plan and 2007 Stock Option Plan, we may grant up to 624,041 stock awards and 1,631,682 stock options, respectively, to our directors, officers, and employees.

Stock award allocations are recorded as unearned compensation based on the market price at the date of grant. Unearned compensation is amortized over the vesting period.

We may grant both incentive and non-statutory stock options. 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. 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:

	Nine Months Ended September 30,
	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 during the three months ended September 30, 2011. All stock awards and stock options currently vest at 20% per year. At September 30, 2011, 6,941 stock awards and 56,232 stock options were available for future grants.

Our stock award and stock option plans activity for the nine months ended September 30, 2011 and 2010 is summarized below:

	Unvested Stock Awards Outstanding					Stock Options Outstanding
	Shares			Weighted Average Grant Date Fair Value		Shares			Weighted Average Exercise Price

Outstanding at December 31, 2010		248,612		$	9.92		1,911,485		$	9.08
Granted		28,000			8.13		78,000			10.04
Stock options exercised		-			-		(34,646	)		4.39
Stock awards vested		(9,606	)		10.07		-			-
Outstanding at September 30, 2011		271,012		$	9.72		1,915,839		$	9.20

Outstanding at December 31, 2009		358,573		$	10.00		2,223,012		$	8.36
Granted		9,000			7.67		25,000			10.04
Stock options exercised		-			-		(336,527	)		4.39
Stock awards vested		(5,506	)		10.09		-			-
Outstanding at September 30, 2010		362,067		$	9.94		1,911,485		$	9.08

We recorded compensation cost related to the stock awards of $288,000 and $869,000 for the three and nine months ended September 30, 2011, respectively, and $289,000 and $868,000 for the three and nine months ended September 30, 2010 respectively.

We recorded compensation costs relating to stock options of $197,000 and $200,000 with related tax benefits of $51,000 and $53,000 for the three months ended September 30, 2011 and 2010, respectively. We recorded compensation costs relating to stock options of $596,000 and $598,000 with related tax benefits of $156,000 and $159,000 for the nine months ended September 30, 2011 and 2010, respectively.

7. SHORT-TERM BORROWINGS AND LONG-TERM DEBT

We 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 (“FHLB”) 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 FHLB were $35.5 million and $50.6 million at September 30, 2011 and December 31, 2010, respectively. Customer repurchase agreements were $20.0 million at September 30, 2011, and $12.3 million at December 31, 2010. 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 U.S. government. 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. All of our customer repurchase agreements at September 30, 2011 and December 31, 2010 were held by commercial customers.

Long-term debt consists of FHLB advances, securities sold under repurchase agreements and customer repurchase agreements with an original maturity of one year or more. At September 30, 2011, we had $160.6 million in long-term debt with the FHLB and $81.3 million in securities sold under repurchase agreements with an approved broker-dealer. This compares to $151.7 million in long-term debt with FHLB advances and $81.3 million in securities sold under repurchase agreements with an approved broker-dealer at December 31, 2010. Customer repurchase agreements were $5.3 million at September 30, 2011 and $5.2 million at December 31, 2010. The securities sold under agreements to repurchase are callable at the issuer’s option beginning in the year 2012.

All FHLB advances are collateralized by a blanket lien on our residential real estate loans and certain mortgage-backed securities.

8. PENSION BENEFITS

The following table provides information regarding net pension benefit costs for the periods shown:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2011			2010			2011			2010
	(In thousands)
Service cost	$	247		$	233		$	742		$	698
Interest cost		223			193			668			580
Expected return on assets		(219	)		(196	)		(656	)		(587	)
Transition obligation		(3	)		(3	)		(8	)		(9	)
Actuarial loss		29			23			87			69
Net periodic pension cost	$	277		$	250		$	833		$	751

We maintain a pension plan for our eligible employees. We plan to contribute to the pension plan the amount required to meet the minimum funding standards under Section 412 of the Internal Revenue Code. Additional contributions will be made as deemed appropriate by management in conjunction with the pension plan’s actuaries. We have not yet determined how much we expect to contribute to our pension plan in 2011. No contributions have been made to the plan for the three and nine months ended September 30, 2011.

9. FAIR VALUE OF ASSETS AND LIABILITIES

Determination of Fair Value

We use fair value measurements to record fair value adjustments to certain assets and liabilities 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.

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 or liabilities. Level 1 assets and liabilities 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 or liabilities.

Level 2 – Valuation is based on observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; 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 or liabilities.

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 or liabilities. Level 3 assets and liabilities 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.

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 – Fair value of securities are primarily measured using unadjusted information from an independent pricing service. 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.

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

Loans receivable - For variable-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) 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 variable-rate, 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.

Short-term borrowings - For short-term borrowings maturing within ninety days, carrying values approximate fair values. Fair values of other short-term borrowings are estimated using discounted cash flow analyses based on the current incremental borrowing rates in the market for similar types of borrowing arrangements.

Long-term debt - The fair values of our long-term debt 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 - Fair values for off-balance sheet lending commitments are based on fees currently charged to enter into similar agreements, taking into account the term and credit risk. 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 are summarized below:

	September 30, 2011
	Level 1		Level 2		Level 3		Total
Securities available-for-sale:	(In thousands)
Mutual funds	$	5,516	$	-	$	-	$	5,516
Common and preferred stock		57		-		-		57
U.S. government and federal agency debt securities		-		28,633		-		28,633
State and municipal bonds		-		45,664		-		45,664
Government sponsored residential mortgage-backed securities		-		390,193		-		390,193
U.S. government guaranteed residential mortgage-backed securities		-		156,167		-		156,167
Private label residential mortgage-backed securities		-		1,678		-		1,678
Total assets	$	5,573	$	622,335	$	-	$	627,908

	December 31, 2010
	Level 1		Level 2		Level 3		Total
Securities available-for-sale:	(In thousands)
Mutual funds	$	5,272	$	-	$	-	$	5,272
Common and preferred stock		16		-		-		16
U.S. government and federal agency debt securities		-		17,864		-		17,864
State and municipal bonds		-		43,077		-		43,077
Government sponsored residential mortgage-backed securities		-		380,984		-		380,984
U.S. government guaranteed residential mortgage-backed securities		-		187,676		-		187,676
Private label residential mortgage-backed securities		-		7,578		-		7,578
Total assets	$	5,288	$	637,179	$	-	$	642,467

Also, we may be required, from time to time, to measure certain other assets on a non-recurring basis in accordance with U.S. GAAP. 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 assets at September 30, 2011 and 2010. Total losses represent the change in carrying value as a result of fair value adjustments related to assets still held at September 30, 2011 and 2010.

	At						Three Months Ended			Nine Months Ended
	September 30, 2011						September 30, 2011			September 30, 2011
							Total			Total
	Level 1		Level 2		Level 3		Gains (Losses)			Gains (Losses)
	(In thousands)
Impaired loans	$	-	$	-	$	1,079	$	8		$	(240	)
Total assets	$	-	$	-	$	1,079	$	8		$	(240	)

	At						Three Months Ended			Nine Months Ended
	September 30, 2010						September 30, 2010			September 30, 2010
							Total			Total
	Level 1		Level 2		Level 3		Gains (Losses)			Gains (Losses)
	(In thousands)
Impaired loans	$	-	$	-	$	1,681	$	(188	)	$	(1,051	)
Other real estate owned		-		-		276		-			(105	)

Total assets	$	-	$	-	$	1,957	$	(188	)	$	(1,156	)

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. Impaired loans with adjustments resulting from discounted cash flows or without a specific reserve are not included in this disclosure.

The amount of other real estate owned represents the carrying value of the collateral based on the appraised value of the underlying collateral using a market approach less selling costs. During the three and nine months ended September 30, 2011, there were no fair value adjustments on other real estate owned.

There were no transfers to or from Level 1 and 2 during the three and nine months ended September 30, 2011.

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

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

	September 30, 2011				December 31, 2010
	Carrying		Estimated		Carrying		Estimated
	Value		Fair Value		Value		Fair Value
	(In thousands)
Assets:
Cash and cash equivalents	$	19,565	$	19,565	$	11,611	$	11,611

Securities available for sale		627,908		627,908		642,467		642,467

Federal Home Loan Bank of Boston and other restricted stock		12,438		12,438		12,282		12,282

Loans - net		537,512		538,875		502,392		505,791

Accrued interest receivable		4,181		4,181		4,279		4,279

Liabilities:
Deposits		720,514		722,529		700,335		697,815

Short-term borrowings		55,544		55,544		62,937		62,936

Long-term debt		247,240		256,930		238,151		243,800

Accrued interest payable		642		642		720		720

10. RECENT ACCOUNTING PRONOUNCEMENTS

In July 2010, the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2010-20, Receivables (Topic 310), Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses. This ASU requires an entity to provide disclosures that facilitate financial statement users’ evaluation of (1) the nature of credit risk inherent in the entity’s loan portfolio (2) how that risk is analyzed and assessed in arriving at the allowance for loan and lease losses and (3) the changes and reasons for those changes in the allowance for loan and lease losses. For public entities, the disclosures as of the end of a reporting period are effective for interim and annual reporting periods ending on or after December 15, 2010. The disclosures about activity that occurs during a reporting period are effective for interim and annual reporting periods beginning on or after December 15, 2010. We have provided the required disclosures in Note 5. The disclosure requirement in this ASU pertaining to Troubled Debt Restructuring was deferred by ASU No. 2011-01 issued in January 2011.

In January 2011, the FASB issued ASU No. 2011-01, Receivables (Topic 310) Deferral of the Effective Date of Disclosures about Troubled Debt Restructurings in ASU No. 2010-20. The amendments in this ASU temporarily delay the effective date of disclosures about troubled debt restructurings as required by ASU No. 2010-20 for public entities in order to allow FASB to complete deliberations on what constitutes troubled debt restructuring.

In April 2011, the FASB issued ASU No. 2011-02, Receivables (Topic 310), A Creditor’s Determination of Whether a Restructuring Is a Troubled Debt Restructuring. This ASU provides additional guidance to assist creditors in determining whether a restructuring of a receivable meets the criteria to be considered a troubled debt restructuring. The amendments in this ASU are effective for the first interim or annual period beginning on or after June 15, 2011, and are to be applied retrospectively to the beginning of the annual period of adoption. As a result of applying these amendments, an entity may identify receivables that are newly considered impaired. Early adoption is permitted. A provision in ASU 2011-02 also ends the FASB’s deferral of the additional disclosures about trouble debt restructurings as required by ASU 2010-20. We intend to adopt the methodologies prescribed by this ASU by the date required. We are evaluating the impact of adoption of this ASU.

In April 2011, the FASB issued ASU No. 2011-03, Reconsideration of Effective Control for Repurchase Agreements. This update 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 update will be effective for interim and annual reporting periods beginning on or after December 15, 2011, early adoption is prohibited, and the amendments will be applied prospectively to transactions or modifications of existing transactions that occur on or after the effective date. The adoption of this guidance is not expected to have a material impact on our financial condition or results of operations.

In May 2011, the FASB issued ASU No. 2011-04, Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements. The ASU expands ASC 820’s disclosure requirements, particularly for Level 3 inputs, including (1) a quantitative disclosure of the unobservable inputs and assumptions used, (2) a description of the valuation process in place and (3) a narrative description of the sensitivity of the fair value to changes in unobservable inputs. The ASU is effective for the Company’s reporting periods beginning after December 15, 2011. As this ASU amends only the disclosure requirements for fair value measurements, the adoption is not expected to have a material impact on the Company’s 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. The amended guidance eliminates the option to present components of other comprehensive income (OCI) as part of the statement of changes in stockholder’s equity. Under the amended guidance, all changes in OCI 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. Early application is permitted. There will be no impact to the consolidated financial results as the amendments relate only to changes in financial statement presentation.

ITEM 2: 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 portfolios 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 three and nine months ended September 30, 2011 in the context of this strategy.

Net income was $1.5 million, or $0.06 per diluted share, for the quarter ended September 30, 2011, compared to $699,000, or $0.03 per diluted share, for the same period in 2010. For the nine months ended September 30, 2011, net income was $4.3 million, or $0.16 per diluted share, compared to $1.7 million, or $0.06 per diluted share, for the same period in 2010.

The provision for loans losses was $15,000 for the three months ended September 30, 2011, compared to $3.9 million for the same period in 2010. The provision for loan losses was $529,000 for the nine months ended September 30, 2011, compared to $8.5 million in the same period in 2010.The decreases in the provision for loan losses occurred because the 2010 periods included the reserve for and subsequent charge-off of $7.2 million on a single commercial real estate loan.

Net interest income increased $270,000 to $7.6 million for the three months ended September 30, 2011, compared to $7.3 million for the same period in 2010. The net interest margin, on a tax-equivalent basis, was 2.64% for the three months ended September 30, 2011, compared to 2.58% for the same period in 2010. For the nine months ended September 30, 2011, net interest income increased $530,000 to $23.0 million, compared to $22.5 million for the same period in 2010. The net interest margin, on a tax-equivalent basis, was 2.69% and 2.72% for the nine months ended September 30, 2011 and 2010, respectively.

CRITICAL ACCOUNTING POLICIES

Our consolidated financial statements are prepared in accordance with U.S. GAAP and practices within the banking industry. Application of these principles requires management to make estimates, assumptions, and judgments that affect the amounts reported in the financial statements and accompanying notes. These estimates, assumptions, and judgments are based on information available as of the date of the financial statements; accordingly, as this information changes, the financial statements could reflect different estimates, assumptions, and judgments. Actual results could differ from those estimates.

Critical accounting estimates are necessary in the application of certain accounting policies and procedures, and are particularly susceptible to significant change. Critical accounting policies are defined as those that are reflective of significant judgments and uncertainties, and could potentially result in materially different results under different assumptions and conditions. For additional information on our critical accounting policies, please refer to the information contained in Notes 1 and 10 of the accompanying unaudited consolidated financial statements and Note 1 of the consolidated financial statements included in our 2010 Annual Report.

COMPARISON OF FINANCIAL CONDITION AT SEPTEMBER 30, 2011 AND DECEMBER 31, 2010

Total assets increased $23.3 million to $1.3 billion at September 30, 2011. Securities decreased $14.4 million to $640.3 million at September 30, 2011 from $654.7 million at December 31, 2010. The decrease in securities was the result of using cash flow from securities to fund the loan portfolio as discussed below.

Net loans increased by $35.1 million to $537.5 million at September 30, 2011 from $502.4 million at December 31, 2010. The increase in net loans was primarily the result of an increase in residential real estate loans, which was partially offset by decreases in commercial and industrial and commercial real estate loans. Residential real estate loans increased $44.1 million to $192.9 million at September 30, 2011. Through our long standing relationship with a third-party mortgage company, we originated and purchased residential loans within and contiguous to our market area as a means of diversifying our loan portfolio and improving net interest income. During the nine months ended September 30, 2011, we purchased $52.5 million of residential loans within and contiguous to our market area as a means of diversifying our loan portfolio and improve net interest income.

Commercial and industrial loans decreased $8.0 million to $127.2 million at September 30, 2011 from $135.3 million at December 31, 2010. Commercial real estate loans decreased $800,000 to $220.8 million at September 30, 2011 from $221.6 million at December 31, 2010. Owner occupied commercial real estate loans totaled $97.0 million at September 30, 2011 and $107.0 million at December 31, 2010, while non-owner occupied commercial real estate loans totaled $123.9 million at September 30, 2011 and $114.6 million at December 31, 2010.

All loans where the interest payment is 90 days or more in arrears as of the closing date of each month are placed on nonaccrual status. Nonperforming loans decreased $419,000 to $2.8 million at September 30, 2011 compared to $3.2 million at December 31, 2010. At September 30, 2011, nonperforming loans were primarily made up of three commercial relationships totaling $1.9 million. If all nonaccrual loans had been performing in accordance with their terms, we would have earned additional interest income of $240,000 and $167,000 for the nine months ended September 30, 2011 and 2010, respectively. At September 30, 2011 and December 31, 2010, we had $1.1 million and $223,000 in foreclosed real estate, respectively. At September 30, 2011 and December 31, 2010, our nonperforming loans to total loans were 0.51% and 0.63%, respectively, while our nonperforming assets to total assets were 0.31% and 0.28%, respectively. A summary of our nonaccrual and past due loans by class are listed in Note 5 of the accompanying consolidated financial statements.

Total deposits increased $20.2 million to $720.5 million at September 30, 2011, from $700.3 million at December 31, 2010. The increase in deposits was due to an increase in savings and money market accounts and checking accounts. Savings and money market accounts increased $38.3 million to $215.8 million at September 30, 2011, from $177.5 million at December 31, 2010. Checking accounts increased $13.1 million to $181.9 million at September 30, 2011, from $168.8 million at December 31, 2010. The increases in savings and money market accounts and checking accounts were primarily due to a relationship-based product set introduced in 2010 which continues to show growth in 2011. Time deposit accounts decreased $31.2 million to $322.8 million at September 30, 2011, from $354.0 million at December 31, 2010.

Short-term borrowings decreased $7.4 million to $55.5 million at September 30, 2011 from $62.9 million at December 31, 2010. Long-term debt increased $9.0 million to $247.2 million from $238.2 million at December 31, 2010. Our short-term borrowings and long-term debt are discussed in Note 7 of the accompanying consolidated financial statements.

Shareholders’ equity at September 30, 2011 and December 31, 2010 was $229.8 million and $221.2 million, respectively, which represented 18.2% and 17.8% of total assets at September 30, 2011 and December 31, 2010. The increase in shareholders’ equity reflects an increase in other comprehensive income of $15.2 million primarily due to the change in market values of securities, net income of $4.3 million for the nine months ended September 30, 2011, an increase of $2.2 million related to the recognition of share-based compensation and the exercise of 34,646 stock options. This was partially offset by the payment of regular and special dividends amounting to $8.8 million and the repurchase of 554,228 shares of our common stock at a cost of $4.5 million, pursuant to our current stock repurchase plan.

COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2011 AND SEPTEMBER 30, 2010

General

Net income was $1.5 million, or $0.06 per diluted share, for the three months ended September 30, 2011, as compared to net income of $699,000, or $0.03 per diluted share, for the same period in 2010. Net interest and dividend income was $7.6 million for the three months ended September 30, 2011 and $7.3 million for the same period in 2010.

Net Interest and Dividend Income

The following tables set forth the information relating to our average balance and net interest income for the three months ended September 30, 2011 and 2010, and reflect the average yield on interest-earning assets and average cost of interest-bearing liabilities for the periods indicated. Yields and costs are derived by dividing interest income by the average balance of interest-earning assets and interest expense by the average balance of interest-bearing liabilities for the periods shown. The interest rate spread is the difference between the total average yield on interest-earning assets and the cost of interest-bearing liabilities. Net interest margin represents tax-equivalent net interest and dividend income as a percentage of average interest-earning assets. Average balances are derived from actual daily balances over the periods indicated. Interest income includes fees earned from making changes in loan rates and terms and fees earned when the real estate loans are prepaid or refinanced. For analytical purposes, the interest earned on tax-exempt assets is adjusted to a tax-equivalent basis to recognize the income tax savings which facilities comparison between taxable and tax-exempt assets.

	Three Months Ended September 30,
	2011								2010
	Average					Avg Yield/			Average					Avg Yield/
	Balance		Interest			Cost			Balance		Interest			Cost
	(Dollars in thousands)
ASSETS:
Interest-earning assets
Loans(1)(2)	$	547,539	$	6,498			4.75	%	$	490,283	$	6,273			5.12	%
Securities(2)		608,580		4,881			3.21			645,275		5,474			3.39
Other investments - at cost		14,048		14			0.40			13,551		5			0.15
Short-term investments(3)		8,080		-			0.00			11,481		2			0.07
Total interest-earning assets		1,178,247		11,393			3.87			1,160,590		11,754			4.05
Total noninterest-earning assets		69,586								78,019

Total assets	$	1,247,833							$	1,238,609

LIABILITIES AND EQUITY:
Interest-bearing liabilities
NOW accounts	$	86,425		172			0.80		$	78,329		233			1.19
Savings accounts		103,297		112			0.43			123,033		216			0.70
Money market accounts		104,479		165			0.63			47,485		51			0.43
Time certificates of deposit		326,909		1,362			1.67			346,304		1,881			2.17
Total interest-bearing deposits		621,110		1,811						595,151		2,381
Short-term borrowings and long-term debt		300,448		1,744			2.32			310,853		1,820			2.34
Interest-bearing liabilities		921,558		3,555			1.54			906,004		4,201			1.85
Noninterest-bearing deposits		93,139								83,714
Other noninterest-bearing liabilities		9,179								8,580
Total noninterest-bearing liabilities		102,318								92,294

Total liabilities		1,023,876								998,298
Total equity		223,957								240,311
Total liabilities and equity	$	1,247,833							$	1,238,609
Less: Tax-equivalent adjustment(2)				(219	)							(204	)
Net interest and dividend income			$	7,619							$	7,349
Net interest rate spread(4)							2.33	%							2.20	%
Net interest margin(5)							2.64	%							2.58	%
Ratio of average interest-earning
assets to average interest-bearing liabilities							127.9								128.1

________________________

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

(2)	Securities and loan 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.

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 income and interest expense during the periods indicated. Information is provided in each category with respect to:

·	Interest income changes attributable to changes in volume (changes in volume multiplied by prior rate);

·	Interest income changes attributable to changes in rate (changes in rate multiplied by current volume); and

·	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.

	Three Months Ended September 30, 2011 compared to Three Months Ended September 30, 2010
	Increase (Decrease) Due to
	Volume			Rate			Net
Interest-earning assets	(In thousands)
Loans (1)	$	733		$	(508	)	$	225
Securities (1)		(311	)		(282	)		(593	)
Other investments - at cost		-			9			9
Short-term investments		(1	)		(1	)		(2	)
Total interest-earning assets		421			(782	)		(361	)

Interest-bearing liabilities
NOW accounts		24			(85	)		(61	)
Savings accounts		(35	)		(69	)		(104	)
Money market accounts		61			53			114
Time deposits		(105	)		(414	)		(519	)
Short-term borrowing and long-time debt		(61	)		(15	)		(76	)
Total interest-bearing liabilities		(116	)		(530	)		(646	)
Change in net interest and dividend income	$	537		$	(252	)	$	285

__________________________

(1)	Securities, loan income and change in net interest and dividend 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.

Net interest and dividend income increased $270,000 to $7.6 million for the three months ended September 30, 2011, from $7.3 million for the same period in 2010. Interest and dividend income, on a tax-equivalent basis, decreased $376,000 to $11.4 million for the three months ended September 30, 2011, from $11.8 million for the same period in 2010. The net interest margin, on a tax-equivalent basis, was 2.64% for the three months ended September 30, 2011, as compared to 2.58% for the same period in 2010.

The average yield on interest-earning assets decreased 18 basis points to 3.87% for the three months ended September 30, 2011, from 4.05% for the same period in 2010. The average yield on interest-earning assets decreased due to cash flows from their pay downs being subsequently reinvested in products having a lower yield, which is reflective of the current market rate environment. The decrease in average yield was partially mitigated by increases in the average balances of loans, which increased $57.3 million for the three months ended September 30, 2011.

The decrease in interest income was partially offset by a decrease in interest expense. Interest expense decreased $646,000 to $3.6 million for the three months ended September 30, 2011, from $4.2 million for the same period in 2010. The average cost of interest-bearing liabilities decreased 31 basis points to 1.54% for the three months ended September 30, 2011, from 1.85% 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.

Provision for Loan Losses

The amount that we provided for loan losses during the three months ended September 30, 2011 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 a decrease in net loan charge-offs and commercial and industrial and commercial real estate loans, partially offset by an increase in residential real estate loans. After evaluating these factors, we provided $15,000 for loan losses for the three months ended September 30, 2011, compared to $3.9 million for the same period in 2010. The allowance was $7.1 million at September 30, 2011 and $6.9 million at December 31, 2010. The allowance for loan losses was 1.30% of total loans at September 30, 2011 and 1.36% at December 31, 2010.

Net charge-offs were $1,000 for the three months ended September 30, 2011. This was comprised of charge-offs of $17,000 for the three months ended September 30, 2011, partially offset by recoveries of $16,000 for the same period.

Net charge-offs were $3.6 million for the three months ended September 30, 2010. This was comprised of charge-offs of $3.6 million for the three months ended September 30, 2010, partially offset by recoveries of $17,000. The 2010 period included the reserve for and subsequent charge-off of $7.2 million on a single commercial real estate loan.

At September 30, 2011, commercial and industrial loans decreased $8.0 million to $127.2 million at September 30, 2011 from $135.3 million at December 31, 2010 while commercial real estate loans decreased $800,000 to $220.8 million at September 30, 2011 from $221.6 million at December 31, 2010. Residential real estate loans increased $44.1 million to $192.9 million compared to December 31, 2010. We consider these types of loans to contain less credit risk and market risk than both commercial and industrial and commercial real estate loans. A summary of our provision for loan losses by loan segment is listed in Note 5 of the accompanying consolidated financial statements.

Although we believe that we have established and maintained the allowance for loan losses at adequate levels, future adjustments may be necessary if economic, real estate and other conditions differ substantially from the current operating environment.

Noninterest Income

Noninterest income decreased $2.5 million to $943,000 for the three months ended September 30, 2011, compared to $3.4 million for the same period in 2010. This was primarily due to a decrease in net gains on the sales of securities. Net gains on the sales of securities were $131,000 for the three months ended September 30, 2011, compared to net gains of $2.6 million for the same period in 2010.

Noninterest Expense

Noninterest expense increased $455,000 for the three months ended September 30, 2011 to $6.6 million from $6.2 million in the comparable 2010 period. Salaries and benefits increased $336,000 to $4.0 million for the three months ended September 30, 2011 primarily due to normal salary and benefits increases.

Income Taxes

For the three months ended September 30, 2011, we had a tax provision of $414,000 as compared to a tax benefit of $17,000 for the same period in 2010. The effective tax rate was 21.7% for the three months ended September 30, 2011 and 2.5% for the same period in 2010. The change in effective tax rate from September 30, 2010 is due primarily to the effect of higher pre-tax income while maintaining the same level of tax-advantaged income such as BOLI and tax-exempt municipal obligations.

COMPARISON OF OPERATING RESULTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2011 AND SEPTEMBER 30, 2010

General

Net income was $4.3 million, or $0.16 per diluted share, for the nine months ended September 30, 2011, as compared to $1.7 million, or $0.06 per diluted share, for the same period in 2010. Net interest and dividend income was $23.0 million for the nine months ended September 30, 2011 and $22.5 million for the same period in 2010.

Net Interest and Dividend Income

The following tables set forth the information relating to our average balance and net interest income for the nine months ended September 30, 2011 and 2010, and reflect the average yield on interest-earning assets and average cost of interest-bearing liabilities for the periods indicated. Yields and costs are derived by dividing interest income by the average balance of interest-earning assets and interest expense by the average balance of interest-bearing liabilities for the periods shown. The interest rate spread is the difference between the total average yield on interest-earning assets and the cost of interest-bearing liabilities. Net interest margin represents tax-equivalent net interest and dividend income as a percentage of average interest-earning assets. Average balances are derived from actual daily balances over the periods indicated. Interest income includes fees earned from making changes in loan rates and terms and fees earned when the real estate loans are prepaid or refinanced. For analytical purposes, the interest earned on tax-exempt assets is adjusted to a tax-equivalent basis to recognize the income tax savings which facilities comparison between taxable and tax-exempt assets.

	Nine Months Ended September 30,
	2011								2010
	Average					Avg Yield/			Average					Avg Yield/
	Balance		Interest			Cost			Balance		Interest			Cost
	(Dollars in thousands)
ASSETS:
Interest-earning assets
Loans(1)(2)	$	533,222	$	19,057			4.77	%	$	477,710	$	18,642			5.20	%
Securities(2)		620,136		15,632			3.36			628,307		17,031			3.61
Other investments - at cost		14,004		46			0.44			12,621		17			0.18
Short-term investments(3)		6,918		1			0.02			14,158		5			0.05
Total interest-earning assets		1,174,280		34,736			3.94			1,132,796		35,695			4.20
Total noninterest-earning assets		71,294								79,432

Total assets	$	1,245,574							$	1,212,228

LIABILITIES AND EQUITY:
Interest-bearing liabilities
NOW accounts	$	87,864		630			0.96		$	74,572		691			1.24
Savings accounts		105,563		427			0.54			117,462		672			0.76
Money market accounts		89,621		430			0.64			48,382		230			0.63
Time certificates of deposit		336,689		4,404			1.74			344,687		5,897			2.28
Total interest-bearing deposits		619,737		5,891						585,103		7,490
Short-term borrowings and long-term debt		306,619		5,193			2.26			293,456		5,146			2.34
Interest-bearing liabilities		926,356		11,084			1.60			878,559		12,636			1.92
Noninterest-bearing deposits		88,408								82,207
Other noninterest-bearing liabilities		9,494								8,299
Total noninterest-bearing liabilities		97,902								90,506

Total liabilities		1,024,258								969,065
Total equity		221,316								243,163
Total liabilities and equity	$	1,245,574							$	1,212,228
Less: Tax-equivalent adjustment(2)				(657	)							(594	)
Net interest and dividend income			$	22,995							$	22,465
Net interest rate spread(4)							2.35	%							2.28	%
Net interest margin(5)							2.69	%							2.72	%
Ratio of average interest-earning
assets to average interest-bearing liabilities							126.8								128.9

___________________________

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

(2)	Securities and loan 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.

·	Interest income changes attributable to changes in volume (changes in volume multiplied by prior rate);

·	Interest income changes attributable to changes in rate (changes in rate multiplied by current volume); and

·	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.

	Nine Months Ended September 30, 2011 compared to Nine Months Ended September 30, 2010
	Increase (Decrease) Due to
	Volume			Rate			Net
Interest-earning assets	(In thousands)
Loans (1)	$	2,166		$	(1,751	)	$	415
Securities (1)		(221	)		(1,178	)		(1,399	)
Other investments - at cost		2			27			29
Short-term investments		(3	)		(1	)		(4	)
Total interest-earning assets		1,944			(2,903	)		(959	)

Interest-bearing liabilities
NOW accounts		123			(184	)		(61	)
Savings accounts		(68	)		(177	)		(245	)
Money market accounts		196			4			200
Time deposits		(137	)		(1,356	)		(1,493	)
Short-term borrowing and long-time debt		231			(184	)		47
Total interest-bearing liabilities		345			(1,897	)		(1,552	)
Change in net interest and dividend income	$	1,599		$	(1,006	)	$	593

_________________________________

(1)	Securities, loan income and change in net interest and dividend 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.

Net interest and dividend income increased $530,000 to $23.0 million for the nine months ended September 30, 2011, from $22.5 million for the same period in 2010. Interest and dividend income, on a tax-equivalent basis, decreased $959,000 to $34.7 million for the nine months ended September 30, 2011, from $35.7 million for the same period in 2010. The net interest margin, on a tax-equivalent basis, was 2.69% for the nine months ended September 30, 2011, as compared to 2.72% for the same period in 2010.

The average yield on interest-earning assets decreased 26 basis points to 3.94% for the nine months ended September 30, 2011, from 4.20% for the same period in 2010. The average yield on interest-earning assets decreased due to cash flows from their pay downs being subsequently reinvested in products having a lower yield, which is reflective of the current market rate environment. The decrease in average yield was partially mitigated by increases in the average balances of loans, which increased $55.5 million for the nine months ended September 30, 2011.

The decrease in interest income was offset by a decrease in interest expense. Interest expense decreased $1.5 million to $11.1 million for the nine months ended September 30, 2011, from $12.6 million for the same period in 2010. The average cost of interest-bearing liabilities decreased 32 basis points to 1.60% for the nine months ended September 30, 2011, from 1.92% 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.

Provision for Loan Losses

The amount that we provided for loan losses during the nine months ended September 30, 2011 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 a decrease in net loan charge-offs and commercial and industrial and commercial real estate loans, partially offset by an increase in residential real estate loans. After evaluating these factors, we provided $529,000 for loan losses for the nine months ended September 30, 2011, compared to $8.5 million for the same period in 2010. The allowance was $7.1 million at September 30, 2011 and $6.9 million at December 31, 2010. The allowance for loan losses was 1.30% of total loans at September 30, 2011 and 1.36% at December 31, 2010.

Net charge-offs were $376,000 for the nine months ended September 30, 2011. This was comprised of charge-offs of $633,000 for the nine months ended September 30, 2011, partially offset by recoveries of $257,000 for the same period.

Net charge-offs were $8.0 million for the nine months ended September 30, 2010. This was comprised of charge-offs of $8.1 million for the nine months ended September 30, 2010, partially offset by recoveries of $56,000. For the nine months ended September 30, 2010, a total of $7.2 million was charged off on a single commercial real estate loan.

Noninterest Income

Noninterest income decreased $3.7 million to $2.7 million for the nine months ended September 30, 2011, from $6.4 million for the same period in 2010. This was primarily due to a decrease in net gains on the sales of securities. Net gains on the sales of securities were $208,000 for the nine months ended September 30, 2011, compared to net gains of $3.9 million for the same period in 2010.

Noninterest Expense

Noninterest expense increased $1.1 million for the nine months ended September 30, 2011 to $19.6 million from $18.5 million in the comparable 2010 period. Salaries and benefits increased $780,000 to $11.7 million for the nine months ended September 30, 2011. This was primarily the result of normal increases in salaries and benefits. Professional fees expenses increased $267,000 to $1.5 million for the nine months ended September 30, 2011. These increases were partially offset by a $274,000 decrease in OREO expense. This was primarily due to write downs on foreclosed properties of $232,000 for the nine months ended September 30, 2010, which did not reoccur in 2011.

Income Taxes

For the nine months ended September 30, 2011, we had a tax provision of $1.2 million as compared to $137,000 for the same period in 2010. The effective tax rate was 21.7% for the nine months ended September 30, 2011 and 7.6% for the same period in 2010. The change in effective tax rate from September 30, 2010 is due primarily to the 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, withdrawals of deposits 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 securities and funds provided by operations. We also can borrow funds from the FHLB based on eligible collateral of loans and securities. Our maximum additional borrowing capacity from the FHLB at September 30, 2011 was $97.1 million.

Liquidity management is both a daily and long-term function of business management. The measure of a company’s liquidity is its ability to meet its cash commitments at all times with available cash or by conversion of other assets to cash at a reasonable price. Loan repayments and maturing securities are a relatively predictable source of funds. However, deposit flow, calls of securities and repayments 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. Management believes that we have sufficient liquidity to meet its current operating needs.

At September 30, 2011, we exceeded each of the applicable regulatory capital requirements. As of September 30, 2011, the most recent notification from the Office of (Comptroller of the Currency (the "OCC") categorized us as “well-capitalized” under the regulatory framework for prompt corrective action. To be categorized as “well-capitalized” we 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 would change our category. Our actual capital ratios of September 30, 2011 and December 31, 2010 are also presented in the following table.

	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)
September 30, 2011

Total Capital (to Risk Weighted Assets):
Consolidated	$	225,856		33.40	%	$	54,104		8.00	%		N/A		-
Bank		218,083		32.32			53,974		8.00		$	67,468		10.00	%
Tier 1 Capital (to Risk Weighted Assets):
Consolidated		218,769		32.35			27,052		4.00			N/A		-
Bank		211,255		31.31			26,987		4.00			40,481		6.00
Tier 1 Capital (to Adjusted Total Assets):
Consolidated		218,769		17.59			49,751		4.00			N/A		-
Bank		211,255		17.03			49,620		4.00			62,025		5.00
Tangible Equity (to Tangible Assets):
Consolidated		N/A		-			N/A		-			N/A		-
Bank		211,255		17.03			24,810		2.00			N/A		-

December 31, 2010

Total Capital (to Risk Weighted Assets):
Consolidated	$	231,272		34.05	%	$	54,339		8.00	%		N/A		-
Bank		221,643		32.69			54,238		8.00		$	67,797		10.00	%
Tier 1 Capital (to Risk Weighted Assets):
Consolidated		224,338		33.03			27,169		4.00			N/A		-
Bank		214,668		31.66			27,119		4.00			40,678		6.00
Tier 1 Capital (to Adjusted Total Assets):
Consolidated		224,338		18.07			49,662		4.00			N/A		-
Bank		214,668		17.37			49,434		4.00			61,793		5.00
Tangible Equity (to Tangible Assets):
Consolidated		N/A		-			N/A		-			N/A		-
Bank		214,668		17.37			24,717		2.00			N/A		-

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 obligated under leases for certain of our branches and equipment. A summary of contractual obligations and credit commitments at September 30, 2011 follows:

	Within 1 Year		After 1 Year But Within 3 Years		After 3 Year But Within 5 Years		After 5 Years		Total
	(In thousands)
Contractual Obligations:
Lease Obligations
Operating lease obligations	$	610	$	1,217	$	$1,078	$	9,913	$	12,818

Borrowings and Debt
Federal Home Loan Bank		52,745		67,439		75,934		-		196,118
Securities sold under agreements to repurchase		25,366		42,800		-		38,500		106,666
Total borrowings and debt		78,111		110,239		75,934		38,500		302,784

Credit Commitments:
Available lines of credit		59,172		-		-		21,731		80,903
Other loan commitments		9,276		407		-		-		9,683
Letters of credit		4,507		-		-		503		5,010
Total credit commitments		72,955		407		-		22,234		95,596

Total Obligations	$	151,676	$	111,863	$	77,012	$	70,647	$	411,198

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements 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.

REGULATORY ORDER

On April 28, 2011, the board of directors of the Bank stipulated and consented to an Order to Cease and Desist (the “Order”) issued by the Office of Thrift Supervision (“OTS”) prior to its abolishment on July 21, 2011. The power and duties of the OTS were transferred to the OCC for savings banks and other thrifts. The Order was issued as a result of findings identified in the course of a regular examination of the Bank relating to non-compliance with certain laws and regulations, including the Bank Secrecy Act and Anti-Money Laundering. The Bank has responded to the OTS indicating the actions taken, or to be taken, to address the matters specified in the Order.

ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in our assessment of our sensitivity to market risk since its presentation in our 2010 Annual Report. Please refer to Item 7A of the 2010 Annual Report for additional information.

ITEM 4: CONTROLS AND PROCEDURES

Disclosure Controls and Procedures.

Management, including our Chief Executive Officer and Chief Financial Officer, 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 the evaluation, the Chief Executive Officer and Chief Financial Officer 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 Securities Exchange Act of 1934, as amended, is (i) 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, as appropriate to allow timely discussion regarding required disclosure.

Changes in Internal Control Over Financial Reporting.

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 have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

We are subject to claims and legal actions in the ordinary course of business. We believe that all such claims and actions currently pending against us, if any, are either adequately covered by insurance or would not have a material adverse effect on us if decided in a manner unfavorable to us.

ITEM 1A. RISK FACTORS.

For a summary of risk factors relevant to our operations, see Part 1, Item 1A, “Risk Factors” in our 2010 Annual Report on Form 10-K. There are no material changes in the risk factors relevant to our operations.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

The following table sets forth information with respect to purchases made by us of our common stock during the three months ended September 30, 2011.

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(1)
July 1 - 31, 2011		800		8.05		800		1,221,322
August 1 - 31, 2011		170,168		7.49		170,168		1,051,154
September 1 - 30, 2011		52,866		7.34		52,866		998,288
Total		223,834		7.46		223,834		998,288

(1)	On May 25, 2010, the Board of Directors voted to authorize the commencement of a repurchase program, authorizing the repurchase of 2,924,367 shares, or ten percent of its outstanding shares of common stock.

There were no sales by us of unregistered securities during the three months ended September 30, 2011.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. [REMOVED AND RESERVED.]

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

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

SIGNATURES

Pursuant to the requirements 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 November 8, 2011.

Westfield Financial, Inc.

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

By:	/s/ Leo R. Sagan, Jr.
	Leo R. Sagan, Jr.
	Vice President and Chief Financial Officer

EXHIBIT INDEX

2.1	Amended and Restated Plan of Conversion and Stock Issuance of Westfield Mutual Holding Company, Westfield Financial, Inc. and Westfield Bank (incorporated by reference to Exhibit 2.1 of the Registration Statement No. 333-137024 on Form S-1 filed with the Securities and Exchange Commission on August 31, 2006.)
3.1	Articles of Organization of Westfield Financial, Inc. (incorporated by reference to Exhibit 3.3 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 5, 2007.)
3.2	Amended and Restated Bylaws of Westfield Financial, Inc. (incorporated by reference to Exhibit 3.2 of the Annual Report on 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 No. 333-137024 on Form S-1 filed with the Securities and Exchange Commission on August 31, 2006.)
10.1*	Amended and Restated Employee Stock Ownership Plan of Westfield Financial, Inc.
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 quarterly report on Form 10-Q of Westfield Financial, Inc. for the quarter ended September 30, 2011, 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.

_______________________________

Field herewith.

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.

Western New England Bancorp - 10-Q quarterly report FY2011 Q3

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