Edgar Filing: First Bancorp, Inc /ME/

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

[X] Quarterly Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

For the quarterly period ended September 30, 2012

Commission File Number 0-26589

THE FIRST BANCORP, INC.

(Exact name of Registrant as specified in its charter)

MAINE	01-0404322
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

MAIN STREET, DAMARISCOTTA, MAINE	04543
(Address of principal executive offices)	(Zip code)

(207) 563-3195

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 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] No[_]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate 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 [X] No[_]

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

Large accelerated filer [_] Accelerated filer [X] Non-accelerated filer [_]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes [_] No [X]

Indicate the number of shares outstanding of each of the registrant's classes of common stock as of November 1, 2012

Common Stock: 9,853,396 shares

Table of Contents

Part I. Financial Information	1
Selected Financial Data (Unaudited)	1
Item 1 – Financial Statements	2
Report of Independent Registered Public Accounting Firm	2
Consolidated Balance Sheets (Unaudited)	3
Consolidated Statements of Income and Comprehensive Income (Unaudited)	4
Consolidated Statements of Changes in Shareholders' Equity (Unaudited)	5
Consolidated Statements of Cash Flows (Unaudited)	6
Notes to Consolidated Financial Statements	7
Note 1 – Basis of Presentation	7
Note 2 –Investment Securities	7
Note 3 – Loans	11
Note 4 – Allowance for Loan Losses	17
Note 5 – Stock Options and Stock Based Compensation	25
Note 6 – Preferred and Common Stock	26
Note 7 – Earnings Per Share	27
Note 8 – Employee Benefit Plans	28
Note 9 – Goodwill and Other Intangible Assets	30
Note 10 – Mortgage Servicing Rights	30
Note 11 – Income Taxes	30
Note 12 - Certificates of Deposit	31
Note 13 – Reclassifications	31
Note 14 – Fair Value Disclosures	31
Note 15 – Subsequent Event	37
Note 16 – Impact of Recently Issued Accounting Standards	37
Item 2 – Management's Discussion and Analysis of Financial Condition and Results of Operations	38
Forward-Looking Statements	38
Critical Accounting Policies	38
Use of Non-GAAP Financial Measures	39
Executive Summary	41
Net Interest Income	42
Average Daily Balance Sheets	45
Non-Interest Income	46
Non-Interest Expense	46
Income Taxes	46
Investments	46
Impaired Securities	48
Federal Home Loan Bank Stock	50
Loans and Loans Held for Sale	50
Credit Risk Management and Allowance for Loan Losses	52
Non-Performing Loans and Troubled Debt Restructured	56
Impaired Loans	57
Past Due Loans	58
Potential Problem Loans and Loans in Process of Foreclosure	58
Other Real Estate Owned	59
Goodwill	60
Liquidity Management	60
Deposits	60
Borrowed Funds	60
Shareholders' Equity	61
Off-Balance-Sheet Financial Instruments and Contractual Obligations	61
Item 3 – Quantitative and Qualitative Disclosures About Market Risk	62
Market-Risk Management	62
Asset/Liability Management	62
Interest Rate Risk Management	63
Item 4: Controls and Procedures	64
Part II – Other Information	65
Item 1 – Legal Proceedings	65
Item 1a – Risk Factors	65
Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds	65
Item 3 – Default Upon Senior Securities	65
Item 4 – Other Information	65
Item 5 – Exhibits	66
Signatures	68

Part I. Financial Information

Selected Financial Data (Unaudited)

The First Bancorp, Inc. and Subsidiary

Dollars in thousands,	For the nine months ended September 30,						For the quarters ended September 30,
except for per share amounts	2012			2011			2012			2011

Summary of Operations
Interest Income	$	39,131		$	42,146		$	12,892		$	13,898
Interest Expense		9,737			11,193			3,222			3,670
Net Interest Income		29,394			30,953			9,670			10,228
Provision for Loan Losses		6,300			5,600			1,400			1,500
Non-Interest Income		8,556			6,591			2,492			2,080
Non-Interest Expense		19,503			19,669			6,595			6,934
Net Income		9,459			9,341			3,223			3,006
Per Common Share Data
Basic Earnings per Share	$	0.91		$	0.85		$	0.31		$	0.27
Diluted Earnings per Share		0.91			0.85			0.31			0.27
Cash Dividends Declared		0.585			0.585			0.195			0.195
Book Value per Common Share		14.64			14.11			14.64			14.11
Tangible Book Value per Common Share		11.83			11.28			11.83			11.28
Market Value		17.55			12.59			17.55			12.59
Financial Ratios
Return on Average Equity¹		8.86	%		9.64	%		8.90	%		9.15	%
Return on Average Tangible Equity^1,2		10.36	%		10.92	%		10.39	%		10.25	%
Return on Average Assets¹		0.89	%		0.87	%		0.90	%		0.83	%
Average Equity to Average Assets		10.90	%		10.67	%		11.02	%		10.46	%
Average Tangible Equity to Average Assets²		8.95	%		8.74	%		9.07	%		8.53	%
Net Interest Margin Tax-Equivalent^1,2		3.16	%		3.29	%		3.12	%		3.24	%
Dividend Payout Ratio		64.29	%		68.82	%		62.90	%		72.22	%
Allowance for Loan Losses/Total Loans		1.69	%		1.76	%		1.69	%		1.76	%
Non-Performing Loans to Total Loans		2.71	%		2.42	%		2.71	%		2.42	%
Non-Performing Assets to Total Assets		2.04	%		1.91	%		2.04	%		1.91	%
Efficiency Ratio²		50.74	%		49.89	%		50.73	%		53.15	%
At Period End
Total Assets	$	1,423,316		$	1,427,038		$	1,423,316		$	1,427,038
Total Loans		869,871			868,573			869,871			868,573
Total Investment Securities		468,604			471,924			468,604			471,924
Total Deposits		944,547			1,004,894			944,547			1,004,894
Total Shareholders' Equity		156,637			150,538			156,637			150,538

¹Annualized using a 366-day basis in 2012 and 365-day basis in 2011

²These ratios use non-GAAP financial measures. See Management's Discussion and Analysis of Financial Condition and Results of Operations for additional disclosures and information.

Page 1

Item 1 – Financial Statements

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders

The First Bancorp, Inc.

We have reviewed the accompanying interim consolidated financial information of The First Bancorp, Inc. and Subsidiary as of September 30, 2012 and 2011 and for the three- and nine-month periods then ended. These financial statements are the responsibility of the Company's management.

We conducted our reviews in accordance with standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit in accordance with standards of the Public Company Accounting Oversight Board (United States), the objective of which is to express an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim consolidated financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

/s/ Berry Dunn McNeil & Parker, LLC

Portland, Maine

November 9, 2012

Page 2

Consolidated Balance Sheets (Unaudited)

The First Bancorp, Inc. and Subsidiary

	September 30, 2012			December 31, 2011			September 30, 2011
Assets
Cash and cash equivalents	$	14,904,000		$	14,115,000		$	16,563,000
Interest bearing deposits in other banks		681,000			-			100,000
Securities available for sale		299,900,000			286,202,000			326,782,000
Securities to be held to maturity (fair value of $162,382,000 at September 30, 2012, $130,677,000 at December 31, 2011 and $137,227,000 at September 30, 2011)		154,256,000			122,661,000			129,699,000
Restricted equity securities, at cost		14,448,000			15,443,000			15,443,000
Loans held for sale		-			-			230,000
Loans		869,871,000			864,988,000			868,573,000
Less allowance for loan losses		14,739,000			13,000,000			15,319,000
Net loans		855,132,000			851,988,000			853,254,000
Accrued interest receivable		5,425,000			4,835,000			5,018,000
Premises and equipment, net		18,376,000			18,842,000			18,872,000
Other real estate owned		5,471,000			4,094,000			6,310,000
Goodwill		27,684,000			27,684,000			27,684,000
Other assets		27,039,000			27,003,000			27,083,000
Total assets	$	1,423,316,000		$	1,372,867,000		$	1,427,038,000
Liabilities
Demand deposits	$	89,500,000		$	75,750,000		$	88,472,000
NOW deposits		136,472,000			122,775,000			130,522,000
Money market deposits		74,805,000			79,015,000			77,736,000
Savings deposits		130,354,000			114,617,000			114,079,000
Certificates of deposit		513,416,000			549,176,000			594,085,000
Total deposits		944,547,000			941,333,000			1,004,894,000
Borrowed funds – short term		164,592,000			135,500,000			135,452,000
Borrowed funds – long term		140,157,000			130,163,000			120,164,000
Other liabilities		17,383,000			15,013,000			15,990,000
Total liabilities		1,266,679,000			1,222,009,000			1,276,500,000
Shareholders' equity
Preferred stock, $1,000 preference value per share		12,377,000			12,303,000			12,278,000
Common stock, one cent par value per share		98,000			98,000			98,000
Additional paid-in capital		46,205,000			45,829,000			45,706,000
Retained earnings		88,541,000			85,314,000			84,360,000
Accumulated other comprehensive income (loss)
Net unrealized gain on securities available-for-sale		9,488,000			7,401,000			8,155,000
Net unrealized loss on postretirement benefit costs		(72,000	)		(87,000	)		(59,000	)
Total shareholders' equity		156,637,000			150,858,000			150,538,000
Total liabilities & shareholders' equity	$	1,423,316,000		$	1,372,867,000		$	1,427,038,000
Common Stock
Number of shares authorized		18,000,000			18,000,000			18,000,000
Number of shares issued and outstanding		9,853,396			9,812,180			9,800,507
Book value per common share	$	14.64		$	14.12		$	14.11
Tangible book value per common share	$	11.83		$	11.30		$	11.28

See Report of Independent Registered Public Accounting Firm.

The accompanying notes are an integral part of these consolidated financial statements.

Page 3

Consolidated Statements of Income and Comprehensive Income (Unaudited)

The First Bancorp, Inc. and Subsidiary

	For the nine months ended September 30,				For the quarters ended September 30,
	2012		2011		2012		2011
Interest income
Interest and fees on loans	$	28,006,000	$	30,088,000	$	9,247,000	$	9,960,000
Interest on deposits with other banks		3,000		11,000		2,000		7,000
Interest and dividends on investments		11,122,000		12,047,000		3,643,000		3,931,000
Total interest income		39,131,000		42,146,000		12,892,000		13,898,000
Interest expense
Interest on deposits		6,370,000		7,478,000		2,073,000		2,397,000
Interest on borrowed funds		3,367,000		3,715,000		1,149,000		1,273,000
Total interest expense		9,737,000		11,193,000		3,222,000		3,670,000
Net interest income		29,394,000		30,953,000		9,670,000		10,228,000
Provision for loan losses		6,300,000		5,600,000		1,400,000		1,500,000
Net interest income after provision for loan losses		23,094,000		25,353,000		8,270,000		8,728,000
Non-interest income
Investment management and fiduciary income		1,230,000		1,140,000		386,000		358,000
Service charges on deposit accounts		1,995,000		2,032,000		644,000		681,000
Net securities gains		1,967,000		237,000		-		8,000
Mortgage origination and servicing income		854,000		845,000		550,000		193,000
Other operating income		2,510,000		2,337,000		912,000		840,000
Total non-interest income		8,556,000		6,591,000		2,492,000		2,080,000
Non-interest expense
Salaries and employee benefits		9,485,000		9,255,000		3,283,000		3,250,000
Occupancy expense		1,247,000		1,194,000		428,000		367,000
Furniture and equipment expense		1,650,000		1,665,000		527,000		554,000
FDIC insurance premiums		909,000		1,104,000		303,000		298,000
Amortization of identified intangibles		212,000		212,000		71,000		71,000
Other operating expense		6,000,000		6,239,000		1,983,000		2,394,000
Total non-interest expense		19,503,000		19,669,000		6,595,000		6,934,000
Income before income taxes		12,147,000		12,275,000		4,167,000		3,874,000
Applicable income taxes		2,688,000		2,934,000		944,000		868,000
NET INCOME	$	9,459,000	$	9,341,000	$	3,223,000	$	3,006,000
Basic earnings per common share	$	0.91	$	0.85	$	0.31	$	0.27
Diluted earnings per common share	$	0.91	$	0.85	$	0.31	$	0.27
Other comprehensive income, net of tax
Net unrealized gain on securities available for sale		2,087,000		10,212,000		1,962,000		5,957,000
Unrecognized postretirement benefits transition obligation		15,000		14,000		5,000		4,000
Other comprehensive income		2,102,000		10,226,000		1,967,000		5,961,000
Comprehensive income	$	11,561,000	$	19,567,000	$	5,190,000	$	8,967,000

See Report of Independent Registered Public Accounting Firm.

The accompanying notes are an integral part of these consolidated financial statements.

Page 4

Consolidated Statements of Changes in Shareholders' Equity (Unaudited)

The First Bancorp, Inc. and Subsidiary

												Accumulated
				Common stock and								other			Total
	Preferred			additional paid-in capital					Retained			comprehensive			shareholders'
	stock			Shares		Amount			earnings			income (loss)			equity
Balance at December 31, 2010	$	24,705,000			9,773,025	$	45,572,000		$	81,701,000		$	(2,130,000	)	$	149,848,000
Net income		-			-		-			9,341,000			-			9,341,000
Net unrealized gain on securities available for sale, net of taxes of $5,500,000		-			-		-			-			10,212,000			10,212,000
Unrecognized transition obligation for postretirement benefits, net of taxes of $8,000		-			-		-			-			14,000			14,000
Comprehensive income		-			-		-			9,341,000			10,226,000			19,567,000
Cash dividends declared		-			-		-			(6,682,000	)		-			(6,682,000	)
Equity compensation expense		-			-		17,000			-			-			17,000
Amortization of premium for preferred stock issuance		73,000			-		(73,000	)		-			-			-
Payment to repurchase preferred stock		(12,500,000	)		-		-			-			-			(12,500,000	)
Proceeds from sale of common stock		-			27,482		288,000			-			-			288,000
Balance at September 30, 2011	$	12,278,000			9,800,507	$	45,804,000		$	84,360,000		$	8,096,000		$	150,538,000

Balance at December 31, 2011	$	12,303,000			9,812,180	$	45,927,000		$	85,314,000		$	7,314,000		$	150,858,000
Net income		-			-		-			9,459,000			-			9,459,000
Net unrealized gain on securities available for sale, net of taxes of $1,124,000		-			-		-			-			2,087,000			2,087,000
Unrecognized transition obligation for postretirement benefits, net of taxes of $8,000		-			-		-			-			15,000			15,000
Comprehensive income		-			-		-			9,459,000			2,102,000			11,561,000
Cash dividends declared		-			-		-			(6,232,000	)		-			(6,232,000	)
Equity compensation expense		-			-		57,000			-			-			57,000
Amortization of premium for preferred stock issuance		74,000			-		(74,000	)		-			-			-
Proceeds from sale of common stock		-			41,216		393,000			-			-			393,000
Balance at September 30, 2012	$	12,377,000			9,853,396	$	46,303,000		$	88,541,000		$	9,416,000		$	156,637,000

See Report of Independent Registered Public Accounting Firm.

The accompanying notes are an integral part of these consolidated financial statements.

Page 5

Consolidated Statements of Cash Flows (Unaudited)

The First Bancorp, Inc. and Subsidiary

	For the nine months ended
	September 30, 2012			September 30, 2011
Cash flows from operating activities
Net income	$	9,459,000		$	9,341,000
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation		992,000			1,018,000
Change in deferred taxes		(929,000	)		(644,000	)
Provision for loan losses		6,300,000			5,600,000
Loans originated for resale		(29,137,762	)		(33,416,000	)
Proceeds from sales and transfers of loans		29,331,762			35,992,000
Net gain on sale or call of securities		(1,967,000	)		(237,000	)
Net (gain)/loss on sale of other real estate owned		29,000			(13,000	)
Provision for losses on other real estate owned		291,000			800,000
Equity compensation expense		57,000			17,000
Net (increase) decrease in other assets and accrued interest		(483,000	)		2,043,000
Net increase (decrease) in other liabilities		1,478,000			(473,000	)
Net (gain)/loss on disposal of premises and equipment		(30,000	)		5,000
Net amortization of premiums on investments		2,125,000			2,908,000
Amortization of investment in limited partnership		357,000			292,000
Net acquisition amortization		173,000			173,000
Net cash provided by operating activities		18,046,000			23,406,000
Cash flows from investing activities
Purchase of Fed Funds sold		(681,000	)		-
Proceeds from sales of securities available for sale		25,437,000			75,182,000
Proceeds from maturities, payments and calls of securities available for sale		43,803,000			34,209,000
Proceeds from maturities, payments and calls of securities to be held to maturity		42,497,000			16,031,000
Proceeds from sales of other real estate owned		2,077,000			2,875,000
Purchases of securities available for sale		(79,941,000	)		(129,488,000	)
Purchases of securities to be held to maturity		(74,230,000	)		(38,765,000	)
Redemption of restricted equity securities		995,000			-
Net (increase) decrease in loans		(13,218,000	)		10,383,000
Capital expenditures		(554,000	)		(915,000	)
Proceeds from sale of equipment		58,000			-
Net cash used in investing activities		(53,757,000	)		(30,488,000	)
Cash flows from financing activities
Net increase in demand, savings, and money market accounts		38,974,000			44,480,000
Net decrease in certificates of deposit		(35,728,000	)		(14,072,000	)
Net increase (decrease) in short-term borrowings		39,093,000			(1,707,000	)
Repurchase of preferred stock		-			(12,500,000	)
Proceeds from sale of common stock		393,000			288,000
Dividends paid		(6,232,000	)		(6,682,000	)
Net cash provided by financing activities		36,500,000			9,807,000
Net increase in cash and cash equivalents		789,000			2,725,000
Cash and cash equivalents at beginning of period		14,115,000			13,838,000
Cash and cash equivalents at end of period	$	14,904,000		$	16,563,000
Interest paid	$	9,853,000		$	11,418,000
Income taxes paid	$	2,060,000		$	2,557,000
Non-cash transactions
Net transfer from loans to other real estate owned	$	3,774,000		$	5,043,000

See Report of Independent Registered Public Accounting Firm.

Page 6

Notes to Consolidated Financial Statements

The First Bancorp, Inc. and Subsidiary

Note 1 – Basis of Presentation

The First Bancorp, Inc. (the Company) is a financial holding company that owns all of the common stock of The First, N.A. (the Bank). The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of Management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. All significant intercompany transactions and balances are eliminated in consolidation. The income reported for the 2012 period is not necessarily indicative of the results that may be expected for the year ending December 31, 2012. For further information, refer to the consolidated financial statements and notes included in the Company's annual report on Form 10-K for the year ended December 31, 2011.

Subsequent Events

Events occurring subsequent to September 30, 2012, have been evaluated as to their potential impact to the financial statements.

Note 2 – Investment Securities

The following table summarizes the amortized cost and estimated fair value of investment securities at September 30, 2012:

	Amortized		Unrealized		Unrealized			Fair Value
	Cost		Gains		Losses			(Estimated)
Securities available for sale
U.S. Treasury and agency	$	-	$	-	$	-		$	-
Mortgage-backed securities		183,126,000		6,408,000		(97,000	)		189,437,000
State and political subdivisions		100,614,000		8,363,000		(22,000	)		108,955,000
Corporate securities		-		-		-			-
Other equity securities		1,563,000		49,000		(104,000	)		1,508,000
	$	285,303,000	$	14,820,000	$	(223,000	)	$	299,900,000
Securities to be held to maturity
U.S. Treasury and agency	$	65,859,000	$	390,000	$	(21,000	)	$	66,228,000
Mortgage-backed securities		44,236,000		3,400,000		(10,000	)		47,626,000
State and political subdivisions		43,861,000		4,367,000		-			48,228,000
Corporate securities		300,000		-		-			300,000
	$	154,256,000	$	8,157,000	$	(31,000	)	$	162,382,000
Restricted equity securities
Federal Home Loan Bank Stock	$	13,412,000	$	-	$	-		$	13,412,000
Federal Reserve Bank Stock		1,036,000		-		-			1,036,000
	$	14,448,000	$	-	$	-		$	14,448,000

Page 7

The following table summarizes the amortized cost and estimated fair value of investment securities at December 31, 2011:

	Amortized		Unrealized		Unrealized			Fair Value
	Cost		Gains		Losses			(Estimated)
Securities available for sale
U.S. Treasury and agency	$	-	$	-	$	-		$	-
Mortgage-backed securities		191,924,000		6,486,000		(178,000	)		198,232,000
State and political subdivisions		80,259,000		5,484,000		(17,000	)		85,726,000
Corporate securities		1,098,000		-		(287,000	)		811,000
Other equity securities		1,535,000		37,000		(139,000	)		1,433,000
	$	274,816,000	$	12,007,000	$	(621,000	)	$	286,202,000
Securities to be held to maturity
U.S. Treasury and agency	$	19,390,000	$	132,000	$	-		$	19,522,000
Mortgage-backed securities		56,800,000		3,900,000		(3,000	)		60,697,000
State and political subdivisions		46,171,000		4,159,000		(172,000	)		50,158,000
Corporate securities		300,000		-		-			300,000
	$	122,661,000	$	8,191,000	$	(175,000	)	$	130,677,000
Restricted equity securities
Federal Home Loan Bank Stock	$	14,031,000	$	-	$	-		$	14,031,000
Federal Reserve Bank Stock		1,412,000		-		-			1,412,000
	$	15,443,000	$	-	$	-		$	15,443,000

The following table summarizes the amortized cost and estimated fair value of investment securities at September 30, 2011:

	Amortized		Unrealized		Unrealized			Fair Value
	Cost		Gains		Losses			(Estimated)
Securities available for sale
U.S. Treasury and agency	$	15,295,000	$	1,199,000	$	-		$	16,494,000
Mortgage-backed securities		227,180,000		8,173,000		(315,000	)		235,038,000
State and political subdivisions		70,124,000		3,936,000		(21,000	)		74,039,000
Corporate securities		1,103,000		-		(324,000	)		779,000
Other equity securities		534,000		33,000		(135,000	)		432,000
	$	314,236,000	$	13,341,000	$	(795,000	)	$	326,782,000
Securities to be held to maturity
U.S. Treasury and agency	$	20,998,000	$	180,000	$	-		$	21,178,000
Mortgage-backed securities		61,048,000		4,221,000		(19,000	)		65,250,000
State and political subdivisions		47,353,000		3,397,000		(251,000	)		50,499,000
Corporate securities		300,000		-		-			300,000
	$	129,699,000	$	7,798,000	$	(270,000	)	$	137,227,000
Restricted equity securities
Federal Home Loan Bank Stock	$	14,031,000	$	-	$	-		$	14,031,000
Federal Reserve Bank Stock		1,412,000		-		-			1,412,000
	$	15,443,000	$	-	$	-		$	15,443,000

Page 8

The following table summarizes the contractual maturities of investment securities at September 30, 2012:

	Securities available for sale				Securities to be held to maturity
	Amortized Cost		Fair Value (Estimated)		Amortized Cost		Fair Value (Estimated)
Due in 1 year or less	$	4,592,000	$	4,652,000	$	1,376,000	$	1,380,000
Due in 1 to 5 years		50,173,000		51,286,000		11,046,000		11,569,000
Due in 5 to 10 years		16,908,000		17,965,000		20,519,000		22,376,000
Due after 10 years		212,067,000		224,489,000		121,315,000		127,057,000
Equity securities		1,563,000		1,508,000		-		-
	$	285,303,000	$	299,900,000	$	154,256,000	$	162,382,000

The following table summarizes the contractual maturities of investment securities at December 31, 2011:

	Securities available for sale				Securities to be held to maturity
	Amortized Cost		Fair Value (Estimated)		Amortized Cost		Fair Value (Estimated)
Due in 1 year or less	$	6,617,000	$	6,773,000	$	5,179,000	$	5,227,000
Due in 1 to 5 years		18,792,000		19,473,000		10,085,000		10,654,000
Due in 5 to 10 years		23,219,000		24,065,000		23,027,000		24,694,000
Due after 10 years		224,653,000		234,458,000		84,370,000		90,102,000
Equity securities		1,535,000		1,433,000		-		-
	$	274,816,000	$	286,202,000	$	122,661,000	$	130,677,000

The following table summarizes the contractual maturities of investment securities at September 30, 2011:

	Securities available for sale				Securities to be held to maturity
	Amortized Cost		Fair Value (Estimated)		Amortized Cost		Fair Value (Estimated)
Due in 1 year or less	$	4,394,000	$	4,450,000	$	152,000	$	153,000
Due in 1 to 5 years		11,188,000		11,748,000		14,848,000		15,415,000
Due in 5 to 10 years		34,872,000		36,698,000		22,158,000		23,608,000
Due after 10 years		263,248,000		273,454,000		92,541,000		98,051,000
Equity securities		534,000		432,000		-		-
	$	314,236,000	$	326,782,000	$	129,699,000	$	137,227,000

At September 30, 2012, securities with a fair value of $171,004,000 were pledged to secure public deposits, repurchase agreements, and for other purposes as required by law. This compares to securities with a fair value of $141,506,000 as of December 31, 2011 and $171,436,000 at September 30, 2011, pledged for the same purposes.

Gains and losses on the sale of securities available for sale are computed by subtracting the amortized cost at the time of sale from the security's selling price, net of accrued interest to be received. The following table shows securities gains and losses for the nine months and quarters ended September 30, 2012 and 2011:

	For the nine months ended September 30,						For the quarters ended September 30,
	2012			2011			2012		2011
Proceeds from sales of securities	$	25,437,000		$	75,182,000		$	300,000	$	6,000
Gross realized gains		2,256,000			964,000			-		7,000
Gross realized losses		(289,000	)		(727,000	)		-		1,000
Net gain	$	1,967,000		$	237,000			-	$	8,000
Related income taxes	$	688,000		$	83,000		$	-	$	3,000

Page 9

The following table summarizes activity in the unrealized gain or loss on available for sale securities included in other comprehensive income for the nine months and quarters ended September 30, 2012 and 2011.

	For the nine months ended September 30,						For the quarters ended September 30,
	2012			2011			2012			2011
Balance at beginning of period	$	7,401,000		$	(2,057,000	)	$	7,526,000		$	2,198,000
Unrealized gains arising during the period		5,178,000			15,949,000			3,019,000			9,174,000
Realized gains during the period		(1,967,000	)		(237,000	)		-			(8,000	)
Related deferred taxes		(1,124,000	)		(5,500,000	)		(1,057,000	)		(3,209,000	)
Net change		2,087,000			10,212,000			1,962,000			5,957,000
Balance at end of period	$	9,488,000		$	8,155,000		$	9,488,000		$	8,155,000

Management reviews securities with unrealized losses for other than temporary impairment. As of September 30, 2012, there were 20 securities with unrealized losses held in the Company's portfolio. These securities were temporarily impaired as a result of changes in interest rates reducing their fair value, of which seven had been temporarily impaired for 12 months or more. At the present time, there have been no material changes in the credit quality of these securities resulting in other than temporary impairment, and in Management's opinion, no additional write-down for other-than-temporary impairment is warranted. Information regarding securities temporarily impaired as of September 30, 2012 is summarized below:

	Less than 12 months					12 months or more					Total
	Fair Value		Unrealized			Fair Value		Unrealized			Fair Value		Unrealized
	(Estimated)		Losses			(Estimated)		Losses			(Estimated)		Losses
U.S. Treasury and agency	$	1,199,000	$	(21,000	)	$	-	$	-		$	1,199,000	$	(21,000	)
Mortgage-backed securities		12,990,000		(76,000	)		3,104,000		(31,000	)		16,094,000		(107,000	)
State and political subdivisions		1,123,000		(22,000	)		-		-			1,123,000		(22,000	)
Corporate securities		-		-			-		-			-		-
Other equity securities		3,000		-			191,000		(104,000	)		194,000		(104,000	)
	$	15,315,000	$	(119,000	)	$	3,295,000	$	(135,000	)	$	18,610,000	$	(254,000	)

As of December 31, 2011, there were 29 securities with unrealized losses held in the Company's portfolio. These securities were temporarily impaired as a result of changes in interest rates reducing their fair value, of which 11 had been temporarily impaired for 12 months or more. Information regarding securities temporarily impaired as of December 31, 2011 is summarized below:

	Less than 12 months					12 months or more					Total
	Fair Value		Unrealized			Fair Value		Unrealized			Fair Value		Unrealized
	(Estimated)		Losses			(Estimated)		Losses			(Estimated)		Losses
U.S. Treasury and agency	$	-	$	-		$	-	$	-		$	-	$	-
Mortgage-backed securities		12,489,000		(25,000	)		6,780,000		(156,000	)		19,269,000		(181,000	)
State and political subdivisions		1,984,000		(17,000	)		1,667,000		(172,000	)		3,651,000		(189,000	)
Corporate securities		-		-			811,000		(287,000	)		811,000		(287,000	)
Other equity securities		154,000		(120,000	)		34,000		(19,000	)		188,000		(139,000	)
	$	14,627,000	$	(162,000	)	$	9,292,000	$	(634,000	)	$	23,919,000	$	(796,000	)

Page 10

As of September 30, 2011, there were 29 securities with unrealized losses held in the Company's portfolio. These securities were temporarily impaired as a result of changes in interest rates reducing their fair value, of which 12 had been temporarily impaired for 12 months or more. Information regarding securities temporarily impaired as of September 30, 2011 is summarized below:

	Less than 12 months					12 months or more					Total
	Fair Value		Unrealized			Fair Value		Unrealized			Fair Value		Unrealized
	(Estimated)		Losses			(Estimated)		Losses			(Estimated)		Losses
U.S. Treasury and agency	$	-	$	-		$	-	$	-		$	-	$	-
Mortgage-backed securities		11,669,000		(46,000	)		6,984,000		(288,000	)		18,653,000		(334,000	)
State and political subdivisions		1,748,000		(21,000	)		1,569,000		(251,000	)		3,317,000		(272,000	)
Corporate securities		-		-			779,000		(324,000	)		779,000		(324,000	)
Other equity securities		151,000		(119,000	)		36,000		(16,000	)		187,000		(135,000	)
	$	13,568,000	$	(186,000	)	$	9,368,000	$	(879,000	)	$	22,936,000	$	(1,065,000	)

The Bank is a member of the Federal Home Loan Bank ("FHLB") of Boston, a cooperatively owned wholesale bank for housing and finance in the six New England States. As a requirement of membership in the FHLB, the Bank must own a minimum required amount of FHLB stock, calculated periodically based primarily on its level of borrowings from the FHLB. The Bank uses the FHLB for much of its wholesale funding needs. As of September 30, 2012 and 2011, and December 31, 2011, the Bank's investment in FHLB stock totaled $13,412,000, $14,031,000 and $14,031,000 respectively. FHLB stock is a non-marketable equity security and therefore is reported at cost, which equals par value.

Note 3 – Loans

The following table shows the composition of the Company's loan portfolio as of September 30, 2012 and 2011 and at December 31, 2011:

	September 30, 2012				December 31, 2011				September 30, 2011
Commercial
Real estate	$	256,531,000	29.5	%	$	255,424,000	29.5	%	$	257,910,000	29.7	%
Construction		21,905,000	2.5	%		32,574,000	3.8	%		30,345,000	3.5	%
Other		83,703,000	9.6	%		86,982,000	10.1	%		96,045,000	11.1	%
Municipal		16,448,000	1.9	%		16,221,000	1.9	%		19,853,000	2.3	%
Residential
Term		369,949,000	42.5	%		341,286,000	39.5	%		329,730,000	38.0	%
Construction		6,528,000	0.8	%		10,469,000	1.2	%		12,061,000	1.4	%
Home equity line of credit		100,099,000	11.5	%		105,244,000	12.1	%		105,891,000	12.1	%
Consumer		14,708,000	1.7	%		16,788,000	1.9	%		16,738,000	1.9	%
Total	$	869,871,000	100.0	%	$	864,988,000	100.0	%	$	868,573,000	100.0	%

Loan balances include net deferred loan costs of $1,694,000 as of September 30, 2012, $1,386,000 as of December 31, 2011, and $1,336,000 as of September 30, 2011. Pursuant to collateral agreements, qualifying first mortgage loans, which totaled $244,794,000 at September 30, 2012, $211,597,000 at December 31, 2011, and $190,890,000 at September 30, 2011, were used to collateralize borrowings from the Federal Home Loan Bank of Boston. In addition, commercial, construction and home equity loans totaling $234,200,000 at September 30, 2012, $218,417,000 at December 31, 2011, and $310,230,000 at September 30, 2011, were used to collateralize a standby line of credit at the Federal Reserve Bank of Boston that is currently unused.

Loans on non-accrual status totaled $23,573,000 at September 30, 2012, $27,806,000 at December 31, 2011 and $20,980,000 at September 30, 2011. Loans past due 90 days or greater which are accruing interest totaled $1,787,000 at September 30, 2012, $1,170,000 at December 31, 2011 and $1,291,000 at September 30, 2011. The Company continues to accrue interest on these loans because it believes collection of principal and interest is reasonably assured.

Page 11

Information on the past-due status of loans by class of financing receivable as of September 30, 2012, is presented in the following table:

	30-59 Days Past Due		60-89 Days Past Due		90+ Days Past Due		All Past Due		Current		Total		90+ Days & Accruing
Commercial
Real estate	$	190,000	$	102,000	$	2,105,000	$	2,397,000	$	254,134,000	$	256,531,000	$	283,000
Construction		31,000		-		154,000		185,000		21,720,000		21,905,000		-
Other		448,000		248,000		1,790,000		2,486,000		81,217,000		83,703,000		-
Municipal		-		-		-		-		16,448,000		16,448,000		-
Residential
Term		1,436,000		2,536,000		9,047,000		13,019,000		356,930,000		369,949,000		1,442,000
Construction		-		-		23,000		23,000		6,505,000		6,528,000		-
Home equity line of credit		358,000		-		1,000,000		1,358,000		98,741,000		100,099,000		-
Consumer		169,000		19,000		63,000		251,000		14,457,000		14,708,000		62,000
Total	$	2,632,000	$	2,905,000	$	14,182,000	$	19,719,000	$	850,152,000	$	869,871,000	$	1,787,000

Information on the past-due status of loans by class of financing receivable as of December 31, 2011, is presented in the following table:

	30-59 Days Past Due		60-89 Days Past Due		90+ Days Past Due		All Past Due		Current		Total		90+ Days & Accruing
Commercial
Real estate	$	1,367,000	$	1,505,000	$	3,992,000	$	6,864,000	$	248,560,000	$	255,424,000	$	-
Construction		-		174,000		1,603,000		1,777,000		30,797,000		32,574,000		-
Other		665,000		766,000		1,192,000		2,623,000		84,359,000		86,982,000		52,000
Municipal		-				-		-		16,221,000		16,221,000		-
Residential
Term		1,933,000		1,398,000		8,843,000		12,174,000		329,112,000		341,286,000		1,118,000
Construction		-		-		1,198,000		1,198,000		9,271,000		10,469,000		-
Home equity line of credit		480,000		-		1,134,000		1,614,000		103,630,000		105,244,000		-
Consumer		230,000		101,000		16,000		347,000		16,441,000		16,788,000		-
Total	$	4,675,000	$	3,944,000	$	17,978,000	$	26,597,000	$	838,391,000	$	864,988,000	$	1,170,000

Page 12

Information on the past-due status of loans by class of financing receivable as of September 30, 2011, is presented in the following table:

	30-59 Days Past Due		60-89 Days Past Due		90+ Days Past Due		All Past Due		Current		Total		90+ Days & Accruing
Commercial
Real estate	$	1,337,000	$	341,000	$	3,437,000	$	5,115,000	$	252,795,000	$	257,910,000	$	-
Construction		-		-		35,000		35,000		30,310,000		30,345,000		-
Other		820,000		155,000		802,000		1,777,000		94,268,000		96,045,000		71,000
Municipal		-		-		-		-		19,853,000		19,853,000		-
Residential
Term		1,274,000		954,000		7,945,000		10,173,000		319,557,000		329,730,000		1,213,000
Construction		-		-		396,000		396,000		11,665,000		12,061,000		-
Home equity line of credit		232,000		13,000		1,234,000		1,479,000		104,412,000		105,891,000		-
Consumer		115,000		25,000		7,000		147,000		16,591,000		16,738,000		7,000
Total	$	3,778,000	$	1,488,000	$	13,856,000	$	19,122,000	$	849,451,000	$	868,573,000	$	1,291,000

For all classes, loans are placed on non-accrual status when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement or when principal and interest is 90 days or more past due unless the loan is both well secured and in the process of collection (in which case the loan may continue to accrue interest in spite of its past due status). A loan is "well secured" if it is secured (1) by collateral in the form of liens on or pledges of real or personal property, including securities, that have a realizable value sufficient to discharge the debt (including accrued interest) in full, or (2) by the guarantee of a financially responsible party. A loan is "in the process of collection" if collection of the loan is proceeding in due course either (1) through legal action, including judgment enforcement procedures, or, (2) in appropriate circumstances, through collection efforts not involving legal action which are reasonably expected to result in repayment of the debt or in its restoration to a current status in the near future.

Information on nonaccrual loans as of September 30, 2012 and 2011 and at December 31, 2011 is presented in the following table:

	September 30, 2012		December 31, 2011		September 30, 2011
Commercial
Real estate	$	5,200,000	$	7,064,000	$	6,056,000
Construction		3,546,000		2,350,000		792,000
Other		3,030,000		5,784,000		1,327,000
Municipal		-		-		-
Residential
Term		10,745,000		10,194,000		11,073,000
Construction		23,000		1,198,000		396,000
Home equity line of credit		1,028,000		1,163,000		1,234,000
Consumer		1,000		53,000		102,000
Total	$	23,573,000	$	27,806,000	$	20,980,000

Impaired loans include restructured loans and loans placed on non-accrual. These loans are measured at the present value of expected future cash flows discounted at the loan's effective interest rate or at the fair value of the collateral if the loan is collateral dependent. If the measure of an impaired loan is lower than the recorded investment in the loan and estimated selling costs, a specific reserve is established for the difference.

Page 13

A breakdown of impaired loans by class of financing receivable as of and for the period ended September 30, 2012, is presented in the following table:

							For the nine months ended September 30, 2012				For the quarter ended September 30, 2012
	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Recognized Interest Income		Average Recorded Investment		Recognized Interest Income
With No Related Allowance
Commercial
Real estate	$	10,142,000	$	10,858,000	$	-	$	10,238,000	$	134,000	$	11,257,000	$	23,000
Construction		4,694,000		4,694,000		-		2,319,000		34,000		2,578,000		8,000
Other		2,362,000		2,543,000		-		2,548,000		22,000		2,223,000		6,000
Municipal		-		-		-		-		-		-		-
Residential
Term		8,414,000		8,870,000		-		9,267,000		102,000		8,477,000		31,000
Construction		23,000		272,000		-		747,000		-		481,000		-
Home equity line of credit		957,000		1,076,000		-		868,000		14,000		1,089,000		14,000
Consumer		-		-		-		4,000		-		-		-
	$	26,592,000	$	28,313,000	$	-	$	25,991,000	$	306,000	$	26,105,000	$	82,000
With an Allowance Recorded
Commercial
Real estate	$	6,179,000	$	6,416,000	$	1,416,000	$	4,058,000	$	113,000	$	4,119,000	$	97,000
Construction		1,951,000		1,951,000		696,000		1,613,000		61,000		2,086,000		24,000
Other		2,543,000		2,573,000		1,240,000		2,105,000		28,000		2,290,000		10,000
Municipal		-		-		-		-		-		-		-
Residential
Term		10,891,000		11,066,000		1,494,000		9,215,000		202,000		10,672,000		75,000
Construction		-		-		-		348,000		-		111,000		-
Home equity line of credit		488,000		488,000		215,000		563,000		-		558,000		-
Consumer		1,000		1,000		1,000		12,000		-		6,000		-
	$	22,053,000	$	22,495,000	$	5,062,000	$	17,914,000	$	404,000	$	19,842,000	$	206,000
Total
Commercial
Real estate	$	16,321,000	$	17,274,000	$	1,416,000	$	14,296,000	$	247,000	$	15,376,000	$	120,000
Construction		6,645,000		6,645,000		696,000		3,931,000		95,000		4,664,000		32,000
Other		4,905,000		5,116,000		1,240,000		4,653,000		50,000		4,513,000		16,000
Municipal		-		-		-		-		-		-		-
Residential
Term		19,305,000		19,936,000		1,494,000		18,482,000		304,000		19,149,000		106,000
Construction		23,000		272,000		-		1,095,000		-		592,000		-
Home equity line of credit		1,445,000		1,564,000		215,000		1,432,000		14,000		1,647,000		14,000
Consumer		1,000		1,000		1,000		16,000		-		6,000		-
	$	48,645,000	$	50,808,000	$	5,062,000	$	43,905,000	$	710,000	$	45,947,000	$	288,000

Substantially all interest income recognized on impaired loans for all classes of financing receivables was recognized on a cash basis as received.

Page 14

A breakdown of impaired loans by class of financing receivable as of and for the year ended December 31, 2011, is presented in the following table:

	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Recognized Interest Income
With No Related Allowance
Commercial
Real estate	$	5,584,000	$	5,584,000	$	-	$	5,212,000	$	23,000
Construction		5,172,000		5,172,000		-		1,072,000		143,000
Other		6,022,000		6,022,000		-		1,918,000		28,000
Municipal		-		-		-		-		-
Residential
Term		9,875,000		9,875,000		-		9,493,000		54,000
Construction		468,000		468,000		-		961,000		-
Home equity line of credit		739,000		739,000		-		646,000		-
Consumer		37,000		37,000		-		39,000		-
	$	27,897,000	$	27,897,000	$	-	$	19,341,000	$	248,000
With an Allowance Recorded
Commercial
Real estate	$	4,557,000	$	4,557,000	$	808,000	$	2,307,000	$	103,000
Construction		530,000		530,000		33,000		247,000		-
Other		1,020,000		1,020,000		402,000		681,000		19,000
Municipal		-		-		-		-		-
Residential
Term		6,946,000		6,946,000		478,000		5,628,000		228,000
Construction		730,000		730,000		235,000		244,000		-
Home equity line of credit		424,000		424,000		91,000		272,000		-
Consumer		16,000		16,000		11,000		57,000		-
	$	14,223,000	$	14,223,000	$	2,058,000	$	9,436,000	$	350,000
Total
Commercial
Real estate	$	10,141,000	$	10,141,000	$	808,000	$	7,519,000	$	126,000
Construction		5,702,000		5,702,000		33,000		1,318,000		143,000
Other		7,042,000		7,042,000		402,000		2,600,000		47,000
Municipal		-		-		-		-		-
Residential
Term		16,821,000		16,821,000		478,000		15,121,000		282,000
Construction		1,198,000		1,198,000		235,000		1,205,000		-
Home equity line of credit		1,163,000		1,163,000		91,000		918,000		-
Consumer		53,000		53,000		11,000		96,000		-
	$	42,120,000	$	42,120,000	$	2,058,000	$	28,777,000	$	598,000

Page 15

A breakdown of impaired loans by class of financing receivable as of and for the period ended September 30, 2011, is presented in the following table:

							For the nine months ended September 30, 2011				For the quarter ended September 30, 2011
	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Recognized Interest Income		Average Recorded Investment		Recognized Interest Income
With No Related Allowance
Commercial
Real estate	$	5,008,000	$	5,008,000	$	-	$	5,268,000	$	-	$	5,384,000	$	-
Construction		792,000		792,000		-		670,000		-		775,000		-
Other		1,295,000		1,295,000		-		1,150,000		-		1,215,000		-
Municipal		-		-		-		-		-		-		-
Residential
Term		10,104,000		10,104,000		-		9,482,000		-		10,650,000		-
Construction		314,000		314,000		-		1,203,000		-		328,000		-
Home equity line of credit		886,000		886,000		-		618,000		-		1,018,000		-
Consumer		38,000		38,000		-		40,000		-		38,000		-
	$	18,437,000	$	18,437,000	$	-	$	18,431,000	$	-	$	19,408,000	$	-
With an Allowance Recorded
Commercial
Real estate	$	2,731,000	$	2,731,000	$	636,000	$	1,858,000	$	43,000	$	1,532,000	$	15,000
Construction		-		-		-		151,000		-		-		-
Other		645,000		645,000		352,000		651,000		16,000		648,000		6,000
Municipal		-		-		-		-		-		-		-
Residential
Term		5,963,000		5,963,000		398,000		5,370,000		187,000		5,602,000		63,000
Construction		82,000		82,000		82,000		155,000		-		82,000		-
Home equity line of credit		348,000		348,000		95,000		247,000		-		230,000		-
Consumer		64,000		64,000		64,000		67,000		-		64,000		-
	$	9,833,000	$	9,833,000	$	1,627,000	$	8,499,000	$	246,000	$	8,158,000	$	84,000
Total
Commercial
Real estate	$	7,739,000	$	7,739,000	$	636,000	$	7,126,000	$	43,000	$	6,917,000	$	15,000
Construction		792,000		792,000		-		821,000		-		775,000		-
Other		1,940,000		1,940,000		352,000		1,801,000		16,000		1,863,000		6,000
Municipal		-		-		-		-		-		-		-
Residential
Term		16,067,000		16,067,000		398,000		14,852,000		187,000		16,252,000		63,000
Construction		396,000		396,000		82,000		1,358,000		-		410,000		-
Home equity line of credit		1,234,000		1,234,000		95,000		865,000		-		1,248,000		-
Consumer		102,000		102,000		64,000		107,000		-		102,000		-
	$	28,270,000	$	28,270,000	$	1,627,000	$	26,930,000	$	246,000	$	27,567,000	$	84,000

Page 16

Note 4. Allowance for Loan Losses

The Company provides for loan losses through the establishment of an allowance for loan losses which represents an estimated reserve for existing losses in the loan portfolio. A systematic methodology is used for determining the allowance that includes a quarterly review process, risk rating changes, and adjustments to the allowance. The loan portfolio is classified in eight segments and credit risk is evaluated separately in each segment. The appropriate level of the allowance is evaluated continually based on a review of significant loans, with a particular emphasis on nonaccruing, past due, and other loans that may require special attention. Other factors include general conditions in local and national economies; loan portfolio composition and asset quality indicators; and internal factors such as changes in underwriting policies, credit administration practices, experience, ability and depth of lending management, among others. The allowance consists of four elements: (1) specific reserves for loans evaluated individually for impairment; (2) general reserves for each portfolio segment based on historical loan loss experience, (3) qualitative reserves judgmentally adjusted for local and national economic conditions, concentrations, portfolio composition, volume and severity of delinquencies and nonaccrual loans, trends of criticized and classified loans, changes in credit policies, and underwriting standards, credit administration practices, and other factors as applicable for each portfolio segment; and (4) unallocated reserves. All outstanding loans are considered in evaluating the appropriateness of the allowance. A breakdown of the allowance for loan losses as of September 30, 2012, December 31, 2011, and September 30, 2011, by class of financing receivable and allowance element, is presented in the following tables:

As of September 30, 2012	Specific Reserves on Loans Evaluated Individually for Impairment		General Reserves on Loans Based on Historical Loss Experience		Reserves for Qualitative Factors		Unallocated Reserves		Total Reserves
Commercial
Real estate	$	1,416,000	$	2,479,000	$	1,800,000	$	-	$	5,695,000
Construction		696,000		210,000		153,000		-		1,059,000
Other		1,240,000		807,000		585,000		-		2,632,000
Municipal		-		-		18,000		-		18,000
Residential
Term		1,494,000		293,000		436,000		-		2,223,000
Construction		-		5,000		9,000		-		14,000
Home equity line of credit		215,000		238,000		337,000		-		790,000
Consumer		1,000		317,000		230,000		-		548,000
Unallocated		-		-		-		1,760,000		1,760,000
	$	5,062,000	$	4,349,000	$	3,568,000	$	1,760,000	$	14,739,000

As of December 31, 2011	Specific Reserves on Loans Evaluated Individually for Impairment		General Reserves on Loans Based on Historical Loss Experience		Reserves for Qualitative Factors		Unallocated Reserves		Total Reserves
Commercial
Real estate	$	808,000	$	2,578,000	$	2,273,000	$	-	$	5,659,000
Construction		33,000		332,000		293,000		-		658,000
Other		402,000		883,000		778,000		-		2,063,000
Municipal		-		-		19,000		-		19,000
Residential
Term		478,000		222,000		459,000		-		1,159,000
Construction		235,000		6,000		14,000		-		255,000
Home equity line of credit		91,000		149,000		355,000		-		595,000
Consumer		11,000		331,000		242,000		-		584,000
Unallocated		-		-		-		2,008,000		2,008,000
	$	2,058,000	$	4,501,000	$	4,433,000	$	2,008,000	$	13,000,000

Page 17

As of September 30, 2011	Specific Reserves on Loans Evaluated Individually for Impairment		General Reserves on Loans Based on Historical Loss Experience		Reserves for Qualitative Factors		Unallocated Reserves		Total Reserves
Commercial
Real estate	$	636,000	$	2,547,000	$	4,273,000	$	-	$	7,456,000
Construction		-		300,000		504,000		-		804,000
Other		352,000		952,000		1,597,000		-		2,901,000
Municipal		-		-		19,000		-		19,000
Residential
Term		398,000		553,000		493,000		-		1,444,000
Construction		82,000		20,000		18,000		-		120,000
Home equity line of credit		95,000		130,000		349,000		-		574,000
Consumer		64,000		313,000		238,000		-		615,000
Unallocated		-		-		-		1,386,000		1,386,000
	$	1,627,000	$	4,815,000	$	7,491,000	$	1,386,000	$	15,319,000

Qualitative adjustment factors are taken into consideration when determining reserve estimates. These adjustment factors are based upon our evaluation of various current conditions, including those listed below.

•	General economic conditions.

•	Credit quality trends with emphasis on loan delinquencies, nonaccrual levels and classified loans.

•	Recent loss experience in particular segments of the portfolio.

•	Loan volumes and concentrations, including changes in mix.

•	Other factors, including changes in quality of the loan origination; loan policy changes; changes in credit risk management processes; Bank regulatory and external loan review examination results.

The qualitative amount assigned to the substandard commercial loan segments was reduced at September 30, 2012 from June 30, 2012 to adjust historical loss averages for the impact of recent write downs taken on a large, atypical credit. Changes to qualitative adjustments for other major portfolio segments were not material at September 30, 2012. The unallocated component of the Allowance for Loan Losses totaled $1.8 million at September 30, 2012. This compares to $1.9 million as of June 30, 2012 and $2.0 million as of December 31, 2011. Management views these fluctuations in the unallocated portion of the Allowance for Loan Losses to be immaterial. The unallocated amount was deemed appropriate due to the following:

•

In general, the unallocated component is available to cover imprecision or uncertainties to incorporate the range of probable outcomes inherent in estimates used for the allowance, which may change from period to period. An example of this could be a delay in receiving an updated appraisal on a troubled credit.

•

An internal analysis completed on foreclosed property found that when these properties are sold, on average, the selling price is approximately 22% below the appraised value of the property at the time of take in. The unallocated provides for uncertainty in the value of properties when in impaired loan status.

•	Watch-rated commercial loans have increased after bottoming out in late 2009 and early 2010. Additional losses may exist in this portfolio segment, yet are not identifiable at present. The unallocated portion provides some level of support for this.

lending. Commercial real estate loans typically have a maximum loan-to-value of 75% based upon current appraisal information at the time the loan is made. Municipal loans are comprised of loans to municipalities in Maine for capitalized expenditures, construction projects or tax-anticipation notes. All municipal loans are considered general obligations of the municipality and as such are collateralized by the taxing ability of the municipality for repayment of debt.

Construction loans, both commercial and residential, comprise a very small portion of the portfolio, and at 21.7% of capital are well under the regulatory guidance of 100.0% of capital at September 30, 2012. Construction loans and non-owner-occupied commercial real estate loans are at 79.0% of total capital, well under regulatory guidance of 300.0% of capital at September 30, 2012.

The process of establishing the allowance with respect to the commercial loan portfolio begins when a loan officer initially assigns each loan a risk rating, using established credit criteria. Approximately 50% of the outstanding loans

Page 18

and commitments are subject to review and validation annually by an independent consulting firm, as well as periodically by the Company's internal credit review function. The methodology employs Management's judgment as to the level of losses on existing loans based on internal review of the loan portfolio, including an analysis of a borrower's current financial position, and the consideration of current and anticipated economic conditions and their potential effects on specific borrowers and or lines of business. In determining the Company's ability to collect certain loans, Management also considers the fair value of underlying collateral. The risk rating system has eight levels, defined as follows:

1 Strong

Credits rated "1" are characterized by borrowers fully responsible for the credit with excellent capacity to pay principal and interest. Loans rated "1" may be secured with acceptable forms of liquid collateral.

2 Above Average

Credits rated "2" are characterized by borrowers that have better than average liquidity, capitalization, earnings and/or cash flow with a consistent record of solid financial performance.

3 Satisfactory

Credits rated "3" are characterized by borrowers with favorable liquidity, profitability and financial condition with adequate cash flow to pay debt service.

4 Average

Credits rated "4" are characterized by borrowers that present risk more than 1, 2 and 3 rated loans and merit an ordinary level of ongoing monitoring. Financial condition is on par or somewhat below industry averages while cash flow is generally adequate to meet debt service requirements.

5 Watch

Credits rated "5" are characterized by borrowers that warrant greater monitoring due to financial condition or unresolved and identified risk factors.

6 Other Assets Especially Mentioned (OAEM)

Loans in this category are currently protected but are potentially weak and constitute an undue and unwarranted credit risk, but not to the point of justifying a classification of substandard. OAEM have potential weaknesses which may, if not checked or corrected, weaken the asset or inadequately protect the Bank's credit position at some future date.

7 Substandard

Loans in this category are inadequately protected by the current sound worth and paying capacity of the borrower or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. Substandard loans are characterized by the distinct possibility that the Bank may sustain some loss if the deficiencies are not corrected.

8 Doubtful

Loans classified "Doubtful" have the same weaknesses as those classified substandard with the added characteristic that the weaknesses make collection or liquidation in full, based on currently existing facts, conditions, and values, highly questionable and improbable. The possibility of loss is high, but because of certain important and reasonably specific pending factors which may work to the advantage and strengthening of the asset, its classification as an estimated loss is deferred until its more exact status may be determined.

The following table summarizes the risk ratings for the Company's commercial real estate, commercial construction, commercial other, and municipal loans as of September 30, 2012:

	Commercial Real Estate		Commercial Construction		Commercial Other		Municipal Loans		All Risk- Rated Loans
1 Strong	$	20,000	$	-	$	279,000	$	1,775,000	$	2,074,000
2 Above Average		18,918,000		699,000		5,426,000		8,651,000		33,694,000
3 Satisfactory		36,580,000		643,000		13,497,000		3,523,000		54,243,000
4 Average		105,150,000		10,670,000		30,688,000		2,499,000		149,007,000
5 Watch		39,494,000		1,812,000		19,100,000		-		60,406,000
6 OAEM		21,530,000		1,227,000		3,731,000		-		26,488,000
7 Substandard		34,359,000		6,854,000		10,916,000		-		52,129,000
8 Doubtful		480,000		-		66,000		-		546,000
Total	$	256,531,000	$	21,905,000	$	83,703,000	$	16,448,000	$	378,587,000

Page 19

The following table summarizes the risk ratings for the Company's commercial real estate, commercial construction, commercial other, and municipal loans as of December 31, 2011:

	Commercial Real Estate		Commercial Construction		Commercial Other		Municipal Loans		All Risk- Rated Loans
1 Strong	$	23,000	$	-	$	465,000	$	2,158,000	$	2,646,000
2 Above Average		21,334,000		-		4,229,000		7,509,000		33,072,000
3 Satisfactory		33,119,000		1,365,000		10,981,000		3,861,000		49,326,000
4 Average		106,171,000		17,125,000		31,600,000		2,693,000		157,589,000
5 Watch		44,215,000		3,287,000		17,893,000		-		65,395,000
6 OAEM		18,309,000		2,320,000		5,303,000		-		25,932,000
7 Substandard		31,575,000		7,323,000		16,362,000		-		55,260,000
8 Doubtful		678,000		1,154,000		149,000		-		1,981,000
Total	$	255,424,000	$	32,574,000	$	86,982,000	$	16,221,000	$	391,201,000

The following table summarizes the risk ratings for the Company's commercial real estate, commercial construction, commercial other, and municipal loans as of September 30, 2011:

	Commercial Real Estate		Commercial Construction		Commercial Other		Municipal Loans		All Risk- Rated Loans
1 Strong	$	28,000	$	-	$	351,000	$	2,214,000	$	2,593,000
2 Above Average		20,546,000		10,000		3,444,000		10,930,000		34,930,000
3 Satisfactory		36,693,000		1,665,000		14,408,000		3,896,000		56,662,000
4 Average		113,350,000		14,564,000		35,808,000		2,813,000		166,535,000
5 Watch		40,518,000		5,222,000		15,235,000		-		60,975,000
6 OAEM		14,964,000		4,007,000		4,522,000		-		23,493,000
7 Substandard		31,811,000		4,877,000		22,271,000		-		58,959,000
8 Doubtful		-		-		6,000		-		6,000
Total	$	257,910,000	$	30,345,000	$	96,045,000	$	19,853,000	$	404,153,000

Commercial loans are generally charged off when all or a portion of the principal amount is determined to be uncollectible. This determination is based on circumstances specific to a borrower including repayment ability, analysis of collateral and other factors as applicable.

Residential loans are comprised of two classes: term loans, which include traditional amortizing home mortgages, and construction loans, which include loans for owner-occupied residential construction. Residential loans typically have a 75% to 80% loan to value based upon current appraisal information at the time the loan is made. Home equity loans and lines of credit are typically written to the same underwriting standards. Consumer loans are primarily amortizing loans to individuals collateralized by automobiles, pleasure craft and recreation vehicles, typically with a maximum loan to value of 80% to 90% of the purchase price of the collateral. Consumer loans also include a small amount of unsecured short-term time notes to individuals.

Residential loans, consumer loans and home equity lines of credit are segregated into homogeneous pools with similar risk characteristics. Trends and current conditions are analyzed and historical loss experience is adjusted accordingly. Quantitative and qualitative adjustment factors for these segments are consistent with those for the commercial and municipal classes. Certain loans in the residential, home equity lines of credit and consumer classes identified as having the potential for further deterioration are analyzed individually to confirm impairment status, and to determine the need for a specific reserve, however there is no formal rating system used for these classes. Consumer loans greater than 120 days past due are generally charged off. Residential loans 90 days or more past due are placed on non-accrual status unless the loans are both well secured and in the process of collection.

There were no changes to the Company's accounting policies or methodology used to estimate the allowance for loan losses during the nine months ended September 30, 2012.

Page 20

The following table presents allowance for loan losses activity by class for the nine-months and quarter ended September 30, 2012, and allowance for loan loss balances by class and related loan balances by class as of September 30, 2012:

	Commercial							Municipal			Residential				Home Equity		Consumer		Unallocated			Total
	Real Estate		Construction			Other					Term		Construction		Line of Credit
For the nine months ended September 30, 2012
Beginning balance	$	5,659,000	$	658,000		$	2,063,000	$	19,000		$	1,159,000	$	255,000	$	595,000	$	584,000	$	2,008,000		$	13,000,000
Charge offs		1,101,000		87,000			2,168,000		-			554,000		381,000		391,000		382,000		-			5,064,000
Recoveries		4,000		247,000			50,000		-			3,000		42,000		-		157,000		-			503,000
Provision		1,133,000		241,000			2,687,000		(1,000	)		1,615,000		98,000		586,000		189,000		(248,000	)		6,300,000
Ending balance	$	5,695,000	$	1,059,000		$	2,632,000	$	18,000		$	2,223,000	$	14,000	$	790,000	$	548,000	$	1,760,000		$	14,739,000
For the three months ended September 30, 2012
Beginning balance	$	5,564,000	$	1,373,000		$	2,476,000	$	19,000		$	1,587,000	$	58,000	$	809,000	$	603,000	$	1,895,000		$	14,384,000
Charge offs		186,000		87,000			6,000		-			179,000		263,000		342,000		106,000		-			1,169,000
Recoveries		3,000		1,000			39,000		-			1,000		42,000		-		38,000		-			124,000
Provision		314,000		(228,000	)		123,000		(1,000	)		814,000		177,000		323,000		13,000		(135,000	)		1,400,000
Ending balance	$	5,695,000	$	1,059,000		$	2,632,000	$	18,000		$	2,223,000	$	14,000	$	790,000	$	548,000	$	1,760,000		$	14,739,000
Allowance for loan losses as of September 30, 2012
Ending balance specifically evaluated for impairment	$	1,416,000	$	696,000		$	1,240,000	$	-		$	1,494,000	$	-	$	215,000	$	1,000	$	-		$	5,062,000
Ending balance collectively evaluated for impairment	$	4,279,000	$	363,000		$	1,392,000	$	18,000		$	729,000	$	14,000	$	575,000	$	547,000	$	1,760,000		$	9,677,000
Related loan balances as of September 30, 2012
Ending balance	$	256,531,000	$	21,905,000		$	83,703,000	$	16,448,000		$	369,949,000	$	6,528,000	$	100,099,000	$	14,708,000	$	-		$	869,871,000
Ending balance specifically evaluated for impairment	$	16,321,000	$	6,645,000		$	4,905,000	$	-		$	19,305,000	$	23,000	$	1,445,000	$	1,000	$	-		$	48,645,000
Ending balance collectively evaluated for impairment	$	240,210,000	$	15,260,000		$	78,798,000	$	16,448,000		$	350,644,000	$	6,505,000	$	98,654,000	$	14,707,000	$	-		$	821,226,000

The following table presents allowance for loan loss balances by class and related loan balances by class as of December 31, 2011:

	Commercial						Municipal		Residential				Home Equity		Consumer		Unallocated		Total
	Real Estate		Construction		Other				Term		Construction		Line of Credit
Allowance for loan losses as of December 31, 2011
Ending balance specifically evaluated for impairment	$	808,000	$	33,000	$	402,000	$	-	$	478,000	$	235,000	$	91,000	$	11,000	$	-	$	2,058,000
Ending balance collectively evaluated for impairment	$	4,851,000	$	625,000	$	1,661,000	$	19,000	$	681,000	$	20,000	$	504,000	$	573,000	$	2,008,000	$	10,942,000
Related loan balances as of December 31, 2011
Ending balance	$	255,424,000	$	32,574,000	$	86,982,000	$	16,221,000	$	341,286,000	$	10,469,000	$	105,244,000	$	16,788,000	$	-	$	864,988,000
Ending balance specifically evaluated for impairment	$	10,141,000	$	5,702,000	$	7,042,000	$	-	$	16,821,000	$	1,198,000	$	1,163,000	$	53,000	$	-	$	42,120,000
Ending balance collectively evaluated for impairment	$	245,283,000	$	26,872,000	$	79,940,000	$	16,221,000	$	324,465,000	$	9,271,000	$	104,081,000	$	16,735,000	$	-	$	822,868,000

Page 21

The following table presents allowance for loan losses activity by class for the nine-months and quarter ended September 30, 2011, and allowance for loan loss balances by class and related loan balances by class as of September 30, 2011:

	Commercial							Municipal		Residential				Home Equity		Consumer		Unallocated			Total
	Real Estate		Construction			Other				Term		Construction		Line of Credit
For the nine months ended September 30, 2011
Beginning balance	$	5,260,000	$	1,012,000		$	2,377,000	$	19,000	$	1,408,000	$	44,000	$	670,000	$	646,000	$	1,880,000		$	13,316,000
Charge offs		835,000		-			942,000		-		1,013,000		505,000		240,000		298,000		-			3,833,000
Recoveries		8,000		-			33,000		-		5,000		-		1,000		189,000		-			236,000
Provision		3,023,000		(208,000	)		1,433,000		-		1,044,000		581,000		143,000		78,000		(494,000	)		5,600,000
Ending balance	$	7,456,000	$	804,000		$	2,901,000	$	19,000	$	1,444,000	$	120,000	$	574,000	$	615,000	$	1,386,000		$	15,319,000
For the three months ended September 30, 2011
Beginning balance	$	6,927,000	$	702,000		$	3,323,000	$	19,000	$	1,356,000	$	35,000	$	652,000	$	664,000	$	1,356,000		$	15,034,000
Charge offs		-		-			623,000		-		316,000		-		195,000		142,000		-			1,276,000
Recoveries		3,000		-			12,000		-		1,000		-		-		43,000		-			59,000
Provision		526,000		102,000			189,000		-		403,000		85,000		117,000		50,000		30,000			1,502,000
Ending balance	$	7,456,000	$	804,000		$	2,901,000	$	19,000	$	1,444,000	$	120,000	$	574,000	$	615,000	$	1,386,000		$	15,319,000
Allowance for loan losses as of September 30, 2011
Ending balance specifically evaluated for impairment	$	636,000	$	-		$	352,000	$	-	$	398,000	$	82,000	$	95,000	$	64,000	$	-		$	1,627,000
Ending balance collectively evaluated for impairment	$	6,820,000	$	804,000		$	2,549,000	$	19,000	$	1,046,000	$	38,000	$	479,000	$	551,000	$	1,386,000		$	13,692,000
Related loan balances as of September 30, 2011
Ending balance	$	257,910,000	$	30,345,000		$	96,045,000	$	19,853,000	$	329,730,000	$	12,061,000	$	105,891,000	$	16,738,000	$	-		$	868,573,000
Ending balance specifically evaluated for impairment	$	7,739,000	$	792,000		$	1,940,000	$	-	$	16,067,000	$	396,000	$	1,234,000	$	102,000	$	-		$	28,270,000
Ending balance collectively evaluated for impairment	$	250,171,000	$	29,553,000		$	94,105,000	$	19,853,000	$	313,663,000	$	11,665,000	$	104,657,000	$	16,636,000	$	-		$	840,303,000

Page 22

Troubled Debt Restructured

A troubled debt restructured ("TDR") constitutes a restructuring of debt if the Company, for economic or legal reasons related to the borrower's financial difficulties, grants a concession to the borrower that it would not otherwise consider. To determine whether or not a loan should be classified as a TDR, Management evaluates a loan based upon the following criteria:

·	The borrower demonstrates financial difficulty; common indicators include past due status with bank obligations, substandard credit bureau reports, or an inability to refinance with another lender, and

·	The Company has granted a concession; common concession types include maturity date extension, interest rate adjustments to below market pricing, and deferment of payments.

As of September 30, 2012, the Company had 91 loans with a value of $29,349,000 that have been classified as TDRs. This compares to 59 loans with a value of $22,858,000 and 45 loans with a value of $10,467,000 classified as TDRs as of December 31, 2011 and September 30, 2011, respectively. The impairment carried as a specific reserve in the allowance for loan losses is calculated by present valuing the cashflow modification on the loan, or, for collateral-dependent loans, using the fair value of the collateral less costs to sell. The following table shows TDRs by class and the specific reserve as of September 30, 2012:

	Number of Loans		Balance		Specific Reserves
Commercial
Real estate		18	$	12,329,000	$	823,000
Construction		2		3,099,000		696,000
Other		20		2,614,000		594,000
Municipal		-		-		-
Residential
Term		50		10,890,000		371,000
Construction		-		-		-
Home equity line of credit		1		417,000		-
Consumer		-		-		-
		91	$	29,349,000	$	2,484,000

As of September 30, 2012, 15 of the loans classified as TDRs with a total balance of $2,820,000 were more than 30 days past due. Of these loans, six loans with an outstanding balance of $970,000 had been placed on TDR status in the previous 12 months. The following table shows these TDRs by class and the associated specific reserves included in the allowance for loan losses as of September 30, 2012:

	Number of Loans		Balance		Specific Reserves
Commercial
Real estate		1	$	263,000	$	-
Construction		-		-		-
Other		2		55,000		22,000
Municipal		-		-		-
Residential
Term		12		2,502,000		148,000
Construction		-		-		-
Home equity line of credit		-		-		-
Consumer		-		-		-
		15	$	2,820,000	$	170,000

Page 23

For the nine months ended September 30, 2012, 38 loans were placed on TDR status with an outstanding balance of $12,369,000. These were considered TDRs because concessions had been granted to borrowers experiencing financial difficulties. Concessions include reductions in interest rates, principal and/or interest forbearance, payment extensions, or combinations thereof.

The following table shows loans placed on TDR status in the nine months ended September 30, 2012, by class of loan and the associated specific reserve included in the allowance for loan losses as of September 30, 2012:

	Number of Loans		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Specific Reserves
Commercial
Real estate		13	$	6,962,000	$	7,171,000	$	175,000
Construction		1		1,951,000		1,951,000		696,000
Other		14		1,369,000		1,380,000		546,000
Municipal		-		-		-		-
Residential
Term		9		1,670,000		1,672,000		84,000
Construction		-		-		-		-
Home equity line of credit		1		417,000		417,000		-
Consumer		-		-		-		-
		38	$	12,369,000	$	12,591,000	$	1,501,000

For the quarter ended September 30, 2012, 11 loans were placed on TDR status with an outstanding balance of $4,512,000. These were considered to be TDRs because concessions had been granted to borrowers experiencing financial difficulties. Concessions include reductions in interest rates, principal and/or interest forbearance, payment extensions, or combinations thereof. The following table shows loans placed on TDR status in the quarter ended September 30, 2012, by class of loan and the associated specific reserve included in the allowance for loan losses as of September 30, 2012:

	Number of Loans		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Specific Reserves
Commercial
Real estate		2	$	3,150,000	$	3,150,000	$	29,000
Construction		-		-		-		-
Other		6		682,000		682,000		2,000
Municipal		-		-		-		-
Residential
Term		2		263,000		264,000		15,000
Construction		-		-		-		-
Home equity line of credit		1		417,000		417,000		-
Consumer		-		-		-		-
		11	$	4,512,000	$	4,513,000	$	46,000

As of September 30, 2012, Management is aware of four loans classified as TDRs that are involved in bankruptcy with an outstanding balance of $712,000. There were also 29 loans with an outstanding balance of $4,276,000 that were classified as TDRs and on non-accrual status, four of which, with an outstanding balance of $574,000, were in the process of foreclosure.

Page 24

Note 5 – Stock Options and Stock-Based Compensation

At the 2010 Annual Meeting, shareholders approved the 2010 Equity Incentive Plan (the "2010 Plan"). This reserves 400,000 shares of common stock for issuance in connection with stock options, restricted stock awards and other equity based awards to attract and retain the best available personnel, provide additional incentive to officers, employees and non-employee Directors and promote the success of our business. Such grants and awards will be structured in a manner that does not encourage the recipients to expose the Company to undue or inappropriate risk. Options issued under the 2010 Plan will qualify for treatment as incentive stock options for purposes of Section 422 of the Internal Revenue Code. Other compensation under the 2010 Plan will qualify as performance-based for purposes of Section 162(m) of the Internal Revenue Code, and will satisfy NASDAQ guidelines relating to equity compensation.

As of September 30, 2012, 19,727 shares of restricted stock had been granted under the 2010 Plan, as detailed in the following table:

Year Granted	Vesting Term (In Years)	Shares	Remaining Term (In Years)
2011	4.0	1,500	2.3
2011	5.0	5,500	3.3
2012	3.0	2,027	2.4
2012	4.0	2,704	3.4
2012	5.0	7,996	4.4
		19,727	3.6

The compensation cost related to these restricted stock grants was $302,000 and will be recognized over the vesting terms of each grant. In the first nine months of 2012, $57,000 of expense was recognized for these restricted shares, leaving $223,000 in unrecognized expense as of September 30, 2012. In the first nine months of 2011, $17,000 of expense was recognized for restricted shares, leaving $94,000 in unrecognized expense as of September 30, 2011.

The Company established a shareholder-approved stock option plan in 1995 (the "1995 Plan"), under which the Company granted options to employees for 600,000 shares of common stock. Only incentive stock options were granted under the 1995 Plan. The option price of each option grant was determined by the Options Committee of the Board of Directors, and in no instance was less than the fair market value on the date of the grant. An option's maximum term was ten years from the date of grant, with 50% of the options granted vesting two years from the date of grant and the remaining 50% vesting five years from the date of grant. As of January 16, 2005, all options under the 1995 Plan had been granted.

The Company applies the fair value recognition provisions of the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 718 "Compensation – Stock Compensation", to stock-based employee compensation. As of September 30, 2012, all outstanding options were fully vested and all compensation cost for options had been recognized. A summary of the status of outstanding stock options as of September 30, 2012 and changes during the nine-month period then ended, is presented below.

	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (In years)		Aggregate Intrinsic Value (In thousands)
Outstanding at December 31, 2011		51,000		$	16.47
Granted in 2012		-			-
Exercised in 2012		(9,000	)	$	9.33			$	59,000
Forfeited in 2012		-			-
Outstanding at September 30, 2012		42,000		$	18.00		2.3		-
Exercisable at September 30, 2012		42,000		$	18.00		2.3		-

Page 25

Note 6 – Preferred and Common Stock

Preferred Stock

On January 9, 2009, the Company issued $25 million in Fixed Rate Cumulative Perpetual Preferred Stock, Series A, having a liquidation preference of $1,000 per share, to the U.S. Treasury under the Capital Purchase Program ("the CPP Shares"). The CPP Shares call for cumulative dividends at a rate of 5.0% per year for the first five years, and at a rate of 9.0% per year in following years, payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year.

On August 24, 2011, the Company repurchased $12.5 million of the CPP Shares. The repurchase transaction was approved by the Federal Reserve Bank of Boston, the Company's primary regulator, as well as the Bank's primary regulator, the Office of the Comptroller of the Currency, based on continued strong capital ratios after the repayment. Almost all of the repayment was made from retained earnings accumulated since the preferred stock was issued in 2009. After the repurchase, $12.5 million of the CPP shares remains outstanding. The Company may redeem the remaining CPP Shares at any time using any funds available, subject to the prior approval of the Federal Reserve Bank of Boston. The CPP Shares are "perpetual" preferred stock, which means that neither Treasury nor any subsequent holder would have a right to require that the Company redeem any of the shares.

Incident to such issuance, the Company issued to the U.S. Treasury warrants (the "Warrants") to purchase up to 225,904 shares of the Company's common stock at a price per share of $16.60 (subject to adjustment). The CPP Shares and the related Warrants (and any shares of common stock issuable pursuant to the Warrants) are freely transferable by Treasury to third parties and the Company has filed a registration statement with the Securities and Exchange Commission to allow for possible resale of such securities. The CPP Shares qualify as Tier 1 capital on the Company's books for regulatory purposes and rank senior to the Company's common stock and senior or at an equal level in the Company's capital structure to any other shares of preferred stock the Company may issue in the future.

The Warrants issued in conjunction with the sale of the CPP Shares have a term of ten years and could be exercised by Treasury or a subsequent holder at any time or from time to time during their term. To the extent they had not previously been exercised, the Warrants would expire after ten years. Treasury will not vote any shares of common stock it receives upon exercise of the Warrants, but that restriction would not apply to third parties to whom Treasury transferred the Warrants. The Warrants (and any common stock issued upon exercise of the Warrants) could be transferred to third parties separately from the CPP Shares. The proceeds from the sale of the CPP Shares were allocated between the CPP Shares and Warrants based on their relative fair values on the issue date. The fair value of the Warrants was determined using the Black-Scholes model which includes the following assumptions: common stock price of $16.60 per share, dividend yield of 4.70%, stock price volatility of 24.43%, and a risk-free interest rate of 2.01%. The discount on the CPP Shares was based on the value that was allocated to the Warrants upon issuance, and is being accreted back to the value of the CPP Shares over a five-year period (the expected life of the shares upon issuance) on a straight-line basis. The Warrants were unchanged as a result of the CPP Shares repurchase transaction and remain outstanding.

As a condition to Treasury's purchase of the CPP Shares, during the time that Treasury holds any equity or debt instrument the Company issued, the Company is required to comply with certain restrictions and other requirements relating to the compensation of the Company's chief executive officer, chief financial officer and three other most highly compensated executive officers. These restrictions include a prohibition on severance payments to those executive officers upon termination of their employment and a $500,000 limit on the tax deductions the Company can take for compensation expense for each of those executive officers in a single year as well as a prohibition on bonus compensation to such officers other than limited amounts of long-term restricted stock.

Common Stock

As a consequence of the Company's issuance of securities under the U.S. Treasury's Capital Purchase Program, its ability to repurchase stock while such securities remain outstanding is restricted to purchases from employee benefit plans. In the first nine months of 2012, the Company repurchased no common stock.

Page 26

Note 7 – Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share (EPS) for the nine months ended September 30, 2012 and 2011:

	Income		Shares		Per-Share
	(Numerator)		(Denominator)		Amount
For the nine months ended September 30, 2012
Net income as reported	$	9,459,000
Less dividends and amortization of premium on preferred stock		543,000
Basic EPS: Income available to common shareholders		8,916,000		9,825,719	$	0.91
Effect of dilutive securities: restricted stock				16,894
Diluted EPS: Income available to common shareholders plus assumed conversions	$	8,916,000		9,842,613	$	0.91
For the nine months ended September 30, 2011
Net income as reported	$	9,341,000
Less dividends and amortization of premium on preferred stock		1,027,000
Basic EPS: Income available to common shareholders		8,314,000		9,785,063	$	0.85
Effect of dilutive securities: incentive stock options and restricted stock				10,888
Diluted EPS: Income available to common shareholders plus assumed conversions	$	8,314,000		9,795,951	$	0.85

The following table sets forth the computation of basic and diluted EPS for the quarters ended September 30, 2012 and 2011:

	Income		Shares		Per-Share
	(Numerator)		(Denominator)		Amount
For the quarter ended September 30, 2012
Net income as reported	$	3,223,000
Less dividends and amortization of premium on preferred stock		181,000
Basic EPS: Income available to common shareholders		3,042,000		9,824,568	$	0.31
Effect of dilutive securities: restricted stock and warrants				22,814
Diluted EPS: Income available to common shareholders plus assumed conversions	$	3,042,000		9,847,382	$	0.31
For the quarter ended September 30, 2011
Net income as reported	$	3,006,000
Less dividends and amortization of premium on preferred stock		353,000
Basic EPS: Income available to common shareholders		2,653,000		9,791,550	$	0.27
Effect of dilutive securities: incentive stock options and restricted stock				11,843
Diluted EPS: Income available to common shareholders plus assumed conversions	$	2,653,000		9,803,393	$	0.27

All earnings per share calculations have been made using the weighted average number of shares outstanding during the period. The potentially dilutive securities are incentive stock options and unvested shares of restricted stock granted to certain key members of Management and warrants granted to the U.S. Treasury under the CPP. The number of dilutive shares is calculated using the treasury method, assuming that all options and warrants were exercisable at

the end of each period. Options and warrants that are out-of-the-money are not considered in the calculation of dilutive earnings per share as the effect would be anti-dilutive.

Page 27

The following table presents the number of options and warrants outstanding as of September 30, 2012 and 2011 and the amount for which the market price at period end is above or below the strike price:

	Outstanding	In-the-Money	Out-of-the-Money
As of September 30, 2012
Incentive stock options	42,000	-	42,000
Warrants issued to U.S. Treasury	225,904	225,904	-
Total dilutive securities	267,904	225,904	42,000
As of September 30, 2011
Incentive stock options	55,500	13,500	42,000
Warrants issued to U.S. Treasury	225,904	-	225,904
Total dilutive securities	281,404	13,500	267,904

Note 8 – Employee Benefit Plans

401(k) Plan

The Bank has a defined contribution plan available to substantially all employees who have completed 3 months of service. Employees may contribute up to IRS determined limits and the Bank may match employee contributions not to exceed 3.0% of compensation depending on contribution level. Subject to a vote of the Board of Directors, the Bank may also make a profit-sharing contribution to the Plan. Such contribution equaled 2.0% of each eligible employee's compensation in 2011. The amount for 2012 has not been established. The expense related to the 401(k) plan was $272,000 and $302,000 for the nine months ended September 30, 2012 and 2011, respectively.

Supplemental Retirement Benefits

The Bank also provides unfunded, non-qualified supplemental retirement benefits for certain officers, payable in installments over 20 years upon retirement or death. The agreements consist of individual contracts with differing characteristics that, when taken together, do not constitute a postretirement plan. The costs for these benefits are recognized over the service periods of the participating officers in accordance with FASB ASC Topic 712 "Compensation – Nonretirement Postemployment Benefits". The expense of these supplemental retirement benefits was $217,000 and $232,000 for the nine months ended September 30, 2012 and 2011, respectively. As of September 30, 2012, the associated accrued liability included in other liabilities in the balance sheet was $2,022,000 compared to $1,847,000 and $1,787,000 at December 31, 2011 and September 30, 2011, respectively.

Post-Retirement Benefit Plans

The Bank sponsors two post-retirement benefit plans. One plan currently provides a subsidy for health insurance premiums to certain retired employees and a future subsidy for seven active employees who were age 50 and over in 1996. These subsidies are based on years of service and range between $40 and $1,200 per month per person. The other plan provides life insurance coverage to certain retired employees and health insurance for retired directors. None of these plans are pre-funded. The Company utilizes FASB ASC Topic 712 "Compensation – Nonretirement Postemployment Benefits" to recognize the overfunded or underfunded status of a defined benefit postretirement plan as an asset or liability in its balance sheet and to recognize changes in the funded status in the year in which the changes occur through comprehensive income. The following table sets forth the accumulated postretirement benefit obligation and funded status:

Page 28

	At or for the nine months ended September 30,
	2012			2011
Change in benefit obligation
Benefit obligation at beginning of year	$	1,848,000		$	1,796,000
Service cost		51,000			12,000
Interest cost		84,000			87,000
Benefits paid		(102,000	)		(117,000	)
Benefit obligation at end of period		1,881,000			1,778,000
Funded status
Benefit obligation at end of period		(1,881,000	)		(1,778,000	)
Accrued benefit cost at end of period	$	(1,881,000	)	$	(1,778,000	)

The following table sets forth the net periodic pension cost:

	For the nine months ended September 30,				For the quarters ended September 30,
	2012		2011		2012		2011
Components of net periodic benefit cost
Service cost	$	51,000	$	12,000	$	17,000	$	4,000
Interest cost		84,000		87,000		28,000		29,000
Amortization of unrecognized transition obligation		21,000		21,000		7,000		7,000
Amortization of accumulated losses		8,000		15,000		2,000		5,000
Net periodic benefit cost	$	164,000	$	135,000	$	54,000	$	45,000

Amounts not yet reflected in net periodic benefit cost and included in accumulated other comprehensive income are as follows:

	September 30, 2012			December 31, 2011			September 30, 2011
Unamortized net actuarial loss	$	(100,000	)	$	(100,000	)	$	(49,000	)
Unrecognized transition obligation		(13,000	)		(34,000	)		(42,000	)
		(113,000	)		(134,000	)		(91,000	)
Deferred tax benefit at 35%		41,000			47,000			32,000
Net unrecognized postretirement benefits included in accumulated other comprehensive income (loss)	$	(72,000	)	$	(87,000	)	$	(59,000	)

The following table summarizes activity in the unrealized gain or loss on postretirement benefits included in other comprehensive income for the nine months and quarters ended September 30, 2012 and 2011.

	For the nine months ended September 30,						For the quarters ended September 30,
	2012			2011			2012			2011
Unrecognized transition obligation at beginning of period	$	(87,000	)	$	(73,000	)	$	(77,000	)	$	(63,000	)
Amortization of unrecognized transition obligation		21,000			21,000			7,000			7,000
Related deferred taxes		(6,000	)		(7,000	)		(2,000	)		(3,000	)
Unrecognized transition obligation at end of period	$	(72,000	)	$	(59,000	)	$	(72,000	)	$	(59,000	)

A weighted average discount rate of 7.0% was used in determining the accumulated benefit obligation and the net periodic benefit cost. The assumed health care cost trend rate is 7.0%. The measurement date for benefit obligations was as of year-end for prior years presented. The expected benefit payments for the fourth quarter of 2012 are $34,000

Page 29

and the expected benefit payments for all of 2012 are $136,000. Plan expense for 2012 is estimated to be $190,000. A 1% change in trend assumptions would create an approximate change in the same direction of $100,000 in the accumulated benefit obligation, $7,000 in the interest cost and $1,000 in the service cost.

Note 9 – Goodwill and Other Intangible Assets

As of December 31, 2011, in accordance FASB ASC Topic 350 "Intangibles – Goodwill and Other," the Company completed its annual review of goodwill and determined there has been no impairment.

Note 10 – Mortgage Servicing Rights

FASB ASC Topic 940 "Financial Services – Mortgage Banking," requires all separately recognized servicing assets and servicing liabilities to be initially measured at fair value, if practicable. The Company's servicing assets and servicing liabilities are reported using the amortization method and carried at the lower of amortized cost or fair value by strata. In evaluating the carrying values of mortgage servicing rights, the Company obtains third party valuations based on loan level data including note rate, type and term of the underlying loans. The model utilizes several assumptions, the most significant of which is loan prepayments, calculated using a three-month moving average of weekly prepayment data published by the Public Securities Association (PSA) and modeled against the serviced loan portfolio, and the discount rate to discount future cash flows. As of September 30, 2012, the prepayment assumption using the PSA model was 430, which translates into an anticipated prepayment rate of 25.80%. The discount rate is the quarterly average 10 year U.S. Treasury plus 4.89%. Other assumptions include delinquency rates, foreclosure rates, servicing cost inflation, and annual unit loan cost. All assumptions are adjusted periodically to reflect current circumstances. Amortization of mortgage servicing rights, as well as write-offs due to prepayments of the related mortgage loans, are recorded as a charge against mortgage servicing fee income.

For the nine months ended September 30, 2012 and 2011, servicing rights capitalized totaled $250,000 and $343,000, respectively. Servicing rights capitalized for the three-month periods ended September 30, 2012 and 2011, were $169,000 and $80,000 respectively. Servicing rights amortized for the nine-month periods ended September 30, 2012 and 2011, were $487,000 and $399,000, respectively. The fair value of servicing rights was $1,129,000, $1,581,000 and $1,541,000 at September 30, 2012, December 31, 2011 and September 30, 2011, respectively. The Bank serviced loans for others totaling $215,741,000, $238,221,000 and $255,384,000 at September 30, 2012, December 31, 2011, and September 30, 2011, respectively. Mortgage servicing rights are included in other assets and detailed in the following table:

	September 30, 2012			December 31, 2011			September 30, 2011
Mortgage servicing rights	$	6,346,000		$	6,099,000		$	6,067,000
Accumulated amortization		(5,324,000	)		(4,837,000	)		(4,661,000	)
Impairment reserve		(154,000	)		(61,000	)		(211,000	)
	$	868,000		$	1,201,000		$	1,195,000

Note 11 – Income Taxes

FASB ASC Topic 740 "Income Taxes," defines the criteria that an individual tax position must satisfy for some or all of the benefits of that position to be recognized in a company's financial statements. Topic 740 prescribes a recog-nition threshold of more-likely-than-not, and a measurement attribute for all tax positions taken or expected to be taken on a tax return, in order for those tax positions to be recognized in the financial statements. The Company is currently open to audit under the statute of limitations by the IRS for the years ended December 31, 2009 through 2011.

Page 30

Note 12- Certificates of Deposit

The following table represents the breakdown of Certificates of Deposit at September 30, 2012 and 2011, and at December 31, 2011:

	September 30, 2012		December 31, 2011		September 30, 2011
Certificates of deposit < $100,000	$	210,963,000	$	216,836,000	$	231,351,000
Certificates $100,000 to $250,000		247,095,000		309,841,000		336,147,000
Certificates $250,000 and over		55,358,000		22,499,000		26,587,000
	$	513,416,000	$	549,176,000	$	594,085,000

Note 13 – Reclassifications

Certain items from the prior year were reclassified in the financial statements to conform with the current year presentation. These do not have a material impact on the balance sheet or statement of income and comprehensive income presentations.

Note 14 – Fair Value

Certain assets and liabilities are recorded at fair value to provide additional insight into the Company's quality of earnings. Some of these assets and liabilities are measured on a recurring basis while others are measured on a nonrecurring basis, with the determination based upon applicable existing accounting pronouncements. For example, securities available for sale are recorded at fair value on a recurring basis. Other assets, such as, mortgage servicing rights, loans held for sale, and impaired loans, are recorded at fair value on a nonrecurring basis using the lower of cost or market methodology to determine impairment of individual assets. The Company groups assets and liabilities which are recorded at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. A financial instrument's level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement (with level 1 considered highest and level 3 considered lowest). A brief description of each level follows.

Level 1 – Valuation is based upon quoted prices for identical instruments in active markets.

Level 2 – Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.

Level 3 – Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates that market participants would use in pricing the asset or liability. Valuation includes use of discounted cash flow models and similar techniques.

The most significant instruments that the Company records at fair value include securities which fall into Level 2 in the fair value hierarchy. The securities in the available for sale portfolio are priced by independent providers. In obtaining such valuation information from third parties, the Company has evaluated their valuation methodologies used to develop the fair values in order to determine whether the valuations are representative of an exit price in the Company's principal markets. The Company's principal markets for its securities portfolios are the secondary institutional markets, with an exit price that is predominantly reflective of bid level pricing in those markets.

Page 31

Assets and Liabilities Recorded at Fair Value on a Recurring Basis

Securities Available for Sale. Investment securities available for sale are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted prices for similar assets, if available. If quoted prices are not available, fair values are measured using matrix pricing models, or other model-based valuation techniques requiring observable

inputs other than quoted prices such as yield curves, prepayment speeds, and default rates. Recurring Level 1 securities would include U.S. Treasury securities that are traded by dealers or brokers in active over-the-counter markets. Recurring Level 2 securities include federal agency securities, mortgage-backed securities, collateralized mortgage obligations, municipal bonds and corporate debt securities.

The following table presents the balances of assets and liabilities that were measured at fair value on a recurring basis as of September 30, 2012, December 31, 2011 and September 30, 2011.

	At September 30, 2012
	Level 1		Level 2		Level 3		Total
Securities available for sale
Mortgage-backed securities	$	-	$	189,437,000	$	-	$	189,437,000
State and political subdivisions		-		108,955,000		-		108,955,000
Corporate securities		-		-		-		-
Other equity securities		-		1,508,000		-		1,508,000
Total assets	$	-	$	299,900,000	$	-	$	299,900,000

	At December 31, 2011
	Level 1		Level 2		Level 3		Total
Securities available for sale
Mortgage-backed securities	$	-	$	198,232,000	$	-	$	198,232,000
State and political subdivisions		-		85,726,000		-		85,726,000
Corporate securities		-		811,000		-		811,000
Other equity securities		-		1,433,000		-		1,433,000
Total assets	$	-	$	286,202,000	$	-	$	286,202,000

	At September 30, 2011
	Level 1		Level 2		Level 3		Total
Securities available for sale
U.S. Treasury and agency	$	-	$	16,494,000	$	-	$	16,494,000
Mortgage-backed securities		-		235,038,000		-		235,038,000
State and political subdivisions		-		74,039,000		-		74,039,000
Corporate securities		-		779,000		-		779,000
Other equity securities		-		432,000		-		432,000
Total assets	$	-	$	326,782,000	$	-	$	326,782,000

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Assets and Liabilities Recorded at Fair Value on a Non-Recurring Basis

Mortgage Servicing Rights. Mortgage servicing rights represent the value associated with servicing residential mortgage loans. Servicing assets and servicing liabilities are reported using the amortization method. In evaluating the carrying values of mortgage servicing rights, the Company obtains third party valuations based on loan level data including note rate, type and term of the underlying loans and observable inputs for its assumptions. As such, the Company classifies mortgage servicing rights as nonrecurring Level 2.

Loans Held for Sale. Mortgage loans held for sale are recorded at the lower of carrying value or fair value. The fair value of mortgage loans held for sale is based on what secondary markets are currently offering for portfolios with similar characteristics. As such, the Company classifies mortgage loans held for sale as nonrecurring Level 2.

Other Real Estate Owned. Real estate acquired through foreclosure is initially recorded at fair value. The fair value of other real estate owned is based on property appraisals and an analysis of similar properties currently available. As such, the Company records other real estate owned as nonrecurring Level 2.

Impaired Loans. A loan is considered to be impaired when it is probable that all of the principal and interest due under the original underwriting terms of the loan may not be collected. Impairment is measured based on the fair value of the underlying collateral or present value of expected cash flows. As such, the Company records impaired loans as nonrecurring Level 2.

The following tables include assets measured at fair value on a nonrecurring basis that have had a fair value adjustment since their initial recognition. Mortgage servicing rights are presented at fair value. Other real estate owned is presented net of an allowance of $479,000, $436,000 and $602,000 at September 30, 2012, December 31, 2011, and September 30, 2011, respectively. Impaired loans measured at fair value only include impaired loans with a related specific allowance for loan losses and are presented net of specific allowances of $5,062,000, $2,058,000 and $1,627,000 at September 30, 2012, December 31, 2011, and September 30, 2011, respectively.

	At September 30, 2012
	Level 1		Level 2		Level 3		Total
Mortgage servicing rights	$	-	$	1,129,000	$	-	$	1,129,000
Loans held for sale		-		-		-		-
Other real estate owned		-		5,471,000		-		5,471,000
Impaired loans		-		16,991,000		-		16,991,000
Total assets	$	-	$	23,591,000	$	-	$	23,591,000

	At December 31, 2011
	Level 1		Level 2		Level 3		Total
Mortgage servicing rights	$	-	$	1,581,000	$	-	$	1,581,000
Loans held for sale		-		-		-		-
Other real estate owned		-		4,094,000		-		4,094,000
Impaired loans		-		12,165,000		-		12,165,000
Total assets	$	-	$	17,840,000	$	-	$	17,840,000

	At September 30, 2011
	Level 1		Level 2		Level 3		Total
Mortgage servicing rights	$	-	$	1,541,000	$	-	$	1,541,000
Loans held for sale		-		230,000		-		230,000
Other real estate owned		-		6,310,000		-		6,310,000
Impaired loans		-		8,206,000		-		8,206,000
Total assets	$	-	$	16,287,000	$	-	$	16,287,000

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Fair Value of Financial Instruments

FASB ASC Topic 825 "Financial Instruments", requires disclosures of fair value information about financial instruments, whether or not recognized in the balance sheet, if the fair values can be reasonably determined. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company's 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 using observable inputs when available. 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. Topic 825 excludes certain financial instruments and all nonfinancial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company. The estimated fair values for financial instruments as of September 30, 2012 were as follows:

	Carrying		Estimated
	value		fair value		Level 1		Level 2		Level 3
Financial assets
Cash and cash equivalents	$	14,904,000	$	14,904,000	$	14,904,000	$	-	$	-
Interest bearing deposits in other banks		681,000		681,000		681,000		-		-
Securities available for sale		299,900,000		299,900,000		-		299,900,000		-
Securities to be held to maturity		154,256,000		162,382,000		-		162,382,000		-
Restricted equity securities		14,448,000		14,448,000		-		14,448,000		-
Loans held for sale		-		-		-		-		-
Loans (net of allowance for loan losses)
Commercial
Real estate		250,063,000		249,660,000		-		5,000,000		244,660,000
Construction		20,702,000		20,669,000		-		1,255,000		19,414,000
Other		80,714,000		81,077,000		-		1,333,000		79,744,000
Municipal		16,428,000		18,140,000		-		-		18,140,000
Residential
Term		367,425,000		381,809,000		-		9,572,000		372,237,000
Construction		6,512,000		6,496,000		-		-		6,496,000
Home equity line of credit		99,202,000		99,938,000		-		273,000		99,665,000
Consumer		14,086,000		14,511,000		-		-		14,511,000
Total loans		855,132,000		872,300,000		-		17,433,000		854,867,000
Mortgage servicing rights		868,000		1,129,000		-		1,129,000		-
Accrued interest receivable		5,425,000		5,425,000		-		5,425,000		-
Financial liabilities
Demand deposits	$	89,500,000	$	91,729,000	$	-	$	91,729,000	$	-
NOW deposits		136,472,000		132,566,000		-		132,566,000		-
Money market deposits		74,805,000		67,105,000		-		67,105,000		-
Savings deposits		130,354,000		122,897,000		-		122,897,000		-
Local certificates of deposit		211,578,000		217,180,000		-		217,180,000		-
National certificates of deposit		301,838,000		306,061,000		-		306,061,000		-
Total deposits		944,547,000		937,538,000		-		937,538,000		-
Repurchase agreements		114,817,000		114,817,000		-		114,817,000		-
Federal Home Loan Bank advances		189,932,000		198,704,000		-		198,704,000		-
Total borrowed funds		304,749,000		313,521,000		-		313,521,000		-
Accrued interest payable		618,000		618,000		-		618,000		-

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The estimated fair values for financial instruments as of December 31, 2011 and September 30, 2011 were as follows:

	December 31, 2011				September 30, 2011
	Carrying		Estimated		Carrying		Estimated
	amount		fair value		amount		fair value
Financial assets
Cash and cash equivalents	$	14,115,000	$	14,115,000	$	16,563,000	$	16,563,000
Interest-bearing deposits in other banks		-		-		100,000		100,000
Securities available for sale		286,202,000		286,202,000		326,782,000		326,782,000
Securities to be held to maturity		122,661,000		130,677,000		129,699,000		137,227,000
Restricted equity securities		15,443,000		15,443,000		15,443,000		15,443,000
Loans held for sale		-		-		230,000		230,000
Loans (net of allowance for loan losses)		851,988,000		866,442,000		853,254,000		869,209,000
Mortgage servicing rights		1,201,000		1,581,000		1,195,000		1,541,000
Accrued interest receivable		4,835,000		4,835,000		5,018,000		5,018,000
Financial liabilities
Deposits	$	941,333,000	$	921,388,000	$	1,004,894,000	$	981,577,000
Borrowed funds		265,663,000		273,568,000		255,616,000		265,118,000
Accrued interest payable		734,000		734,000		702,000		702,000

The fair value estimates, methods, and assumptions for the Company's financial instruments are set forth below.

Cash and Cash Equivalents and Due from Banks

The carrying values of cash and cash equivalents and due from banks approximate their relative fair values. As such, the Company classifies cash and cash equivalents as Level 1.

Investment Securities

The fair values of investment securities are estimated by independent providers. In obtaining such valuation information from third parties, the Company has evaluated their valuation methodologies used to develop the fair values in order to determine whether the valuations are representative of an exit price in the Company's principal markets. The Company's principal markets for its securities portfolios are the secondary institutional markets, with an exit price that is predominantly reflective of bid level pricing in those markets. Fair values are calculated based on the value of one unit without regard to any premium or discount that may result from concentrations of ownership of a financial instrument, possible tax ramifications, or estimated transaction costs. If these considerations had been incorporated into the fair value estimates, the aggregate fair value could have been changed. The carrying values of restricted equity securities approximate fair values. As such, the Company classifies investment securities as Level 2.

Loans Held for Sale.

Loans held for sale are recorded at the lower of carrying value or market value. The fair value of mortgage loans held for sale is based on what secondary markets are currently offering for portfolios with similar characteristics. As such, the Company classifies mortgage loans held for sale as nonrecurring Level 2.

Loans

Fair values are estimated for portfolios of loans with similar financial characteristics. The fair values of performing loans are calculated by discounting scheduled cash flows through the estimated maturity using estimated market discount rates that reflect the credit and interest risk inherent in the loan. The estimates of maturity are based on the Company's historical experience with repayments for each loan classification, modified, as required, by an estimate of the effect of current economic and lending conditions, and the effects of estimated prepayments. Assumptions regarding credit risk, cash flows, and discount rates are judgmentally determined using available market information and specific borrower information. Management has made estimates of fair value using discount rates that it believes to be reasonable. However, because there are significant Management assumptions and there is no active market for many of these financial instruments, Management has no basis to determine whether the fair value presented above would be indicative of the value negotiated in an actual sale. As such, the Company classifies loans as Level 3. Fair

Page 35

values for impaired loans are based on estimated cash flows, discounted using a rate commensurate with the risk associated with the estimated cash flows, or, if collateral dependent, discounted to the appraised value of the collateral, less cost to sell. As such, the Company classifies impaired loans as Level 2.

Mortgage Servicing Rights.

Mortgage servicing rights represent the value associated with servicing residential mortgage loans. Servicing assets and servicing liabilities are reported using the amortization method. In evaluating the carrying values of mortgage servicing rights, the Company obtains third party valuations based on loan level data including note rate, type and term of the underlying loans and observable inputs for its assumptions. As such, the Company classifies mortgage servicing rights as nonrecurring Level 2.

Accrued Interest Receivable

The fair value estimate of this financial instrument approximates the carrying value as this financial instrument has a short maturity. It is the Company's policy to stop accruing interest on loans for which it is probable that the interest is not collectible. Therefore, this financial instrument has been adjusted for estimated credit loss. As such, the Company classifies accrued interest receivable as Level 2.

Deposits

The fair value of deposits is based on the discounted value of contractual cash flows. The discount rate is estimated using the rates currently offered for deposits of similar remaining maturities. The fair value estimates do not include the benefit that results from the low-cost funding provided by the deposits compared to the cost of borrowing funds in the market. If that value were considered, the fair value of the Company's net assets could increase. As such, the Company classifies deposits as Level 2.

Borrowed Funds

The fair value of borrowed funds is based on the discounted value of contractual cash flows. The discount rate is estimated using the rates currently available for borrowings of similar remaining maturities. As such, the Company classifies borrowed funds as Level 2.

Accrued Interest Payable

The fair value estimate approximates the carrying amount as this financial instrument has a short maturity. As such, the Company classifies accrued interest payable as Level 2.

Off-Balance-Sheet Instruments

Off-balance-sheet instruments include loan commitments. Fair values for loan commitments have not been presented as the future revenue derived from such financial instruments is not significant.

Limitations

Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These values do not reflect any premium or discount that could result from offering for sale at

one time the Company's entire holdings of a particular financial instrument. Because no market exists for a significant

portion of the Company's financial instruments, fair value estimates are based on Management's 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

and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. Fair value estimates are based on existing on- and off-balance-sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. Other significant assets and liabilities that are not considered financial instruments include the deferred tax asset, premises and equipment, and other real estate owned. In addition, tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in any of the estimates.

Page 36

Note 15 – Subsequent Event

On October 26, 2012, the Bank completed the purchase of a branch at 63 Union Street in Rockland, Maine, from Camden National Bank (Camden National). The branch represents one of 15 Maine branches Camden National acquired from Bank of America and divested by Camden National to resolve competitive concerns in that market raised by the U.S. Department of Justice's Antitrust Division. As part of the transaction, the Bank acquired approximately $32.3 million in deposits as well as a small volume of loans.

On the same date, the Bank completed the purchase a full-service bank building at 145 Exchange Street in Bangor, Maine, also from Camden National, and expects to open a full-service branch in this building in the first quarter of 2013.This Bangor location offers an excellent opportunity to enter the expanding Northern Maine market.

The total value of the transaction is estimated to be $6.7 million, which includes the premises and equipment for the two locations plus the premium paid for the Rockland deposits.

Note 16 – Impact of Recently Issued Accounting Standards

In May 2011, the FASB issued Accounting Standards Update ("ASU") No. 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS. This ASU clarifies how to measure fair value, but does not require additional fair value measurement and is not intended to affect current valuation practices outside of financial reporting. However, additional information and disclosure will be required for transfers between Level 1 and Level 2, the sensitivity of a fair value measurement categorized as Level 3, and the categorization of items that are not measured at fair value by level of the fair value hierarchy. The guidance is effective during interim and annual reporting periods beginning after December 15, 2011. The adoption of this guidance did not have a material impact on the Company's consolidated financial statements.

In June 2011, the FASB issued ASU No. 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income. This ASU requires that all nonowner changes in shareholders' equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In the two-statement approach, the first statement should present total net income and its components followed consecutively by a second statement that should present total other comprehensive income, the components of other comprehensive income, and the total of comprehensive income. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. Other than the manner of presentation, the adoption of this new guidance did not have a material effect on the Company's consolidated financial statements.

In August 2011, the FASB issued ASU No. 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Goodwill for Impairment. This ASU permits an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in Topic 350. Under the amendments in this ASU, an entity is not required to calculate the fair value of a reporting unit unless the entity determines that it is more likely than not that the fair value of the reporting unit is less than its carrying amount. The guidance is effective for fiscal years ending after December 15, 2011, with early adoption permitted. The Company believes the adoption of this new guidance will not have a material effect on the Company's consolidated financial statements.

Page 37

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

The First Bancorp, Inc. and Subsidiary

Forward-Looking Statements

This report contains statements that are "forward-looking statements." We may also make written or oral forward-looking statements in other documents we file with the Secutities and Exchange Commission ("SEC"), in our annual reports to shareholders, in press releases and other written materials, and in oral statements made by our officers, directors or employees. You can identify forward-looking statements by the use of the words "believe," "expect," "anticipate," "intend," "estimate," "assume," "outlook," "will," "should," and other expressions that predict or indicate future events and trends and which do not relate to historical matters. You should not rely on forward-looking statements, because they involve known and unknown risks, uncertainties and other factors, some of which are beyond the control of the Company. These risks, uncertainties and other factors may cause the actual results, performance or achievements of the Company to be materially different from the anticipated future results, performance or achievements expressed or implied by the forward-looking statements.

Some of the factors that might cause these differences include the following: changes in general national, regional or international economic conditions or conditions affecting the banking or financial services industries or financial capital markets, volatility and disruption in national and international financial markets, government intervention in the U.S. financial system, reductions in net interest income resulting from interest rate volatility as well as changes in the balance and mix of loans and deposits, reductions in the market value of wealth management assets under administration, changes in the value of securities and other assets, reductions in loan demand, changes in loan collectability, default and charge-off rates, changes in the size and nature of the Company's competition, changes in legislation or regulation and accounting principles, policies and guidelines, and changes in the assumptions used in making such forward-looking statements. In addition, the factors described under "Risk Factors" in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2011, as filed with the SEC, may result in these differences. You should carefully review all of these factors, and you should be aware that there may be other factors that could cause these differences. These forward-looking statements were based on information, plans and estimates at the date of this quarterly report, and we assume no obligation to update any forward-looking statements to reflect changes in underlying assumptions or factors, new information, future events or other changes.

Although the Company believes 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. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company 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. Readers are also urged to carefully review and consider the various disclosures made by the Company, which attempt to advise interested parties of the facts that affect the Company's business.

Critical Accounting Policies

Management's discussion and analysis of the Company's financial condition is based on the consolidated financial statements which are prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of such financial statements requires Management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. On an ongoing basis, Management evaluates its estimates, including those related to the allowance for loan losses, goodwill, the valuation of mortgage servicing rights, and other-than-temporary impairment on securities. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis in making judgments about the carrying values of assets that are not readily apparent from other sources. Actual results could differ from the amount derived from Management's estimates and assumptions under different assumptions or conditions.

Allowance for Loan Losses. Management believes the allowance for loan losses requires the most significant estimates and assumptions used in the preparation of the consolidated financial statements. The allowance for loan losses is based on Management's evaluation of the level of the allowance required in relation to the estimated loss exposure in the loan portfolio. Management believes the allowance for loan losses is a significant estimate and

Page 38

therefore regularly evaluates it to determine the appropriate level by taking into consideration factors such as prior loan loss experience, the character and size of the loan portfolio, business and economic conditions and Management's estimation of potential losses. The use of different estimates or assumptions could produce different provisions for loan losses.

Goodwill. Management utilizes numerous techniques to estimate the value of various assets held by the Company, including methods to determine the appropriate carrying value of goodwill as required under Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 350 "Intangibles – Goodwill and Other." In addition, goodwill from a purchase acquisition is subject to ongoing periodic impairment tests, which include an evaluation of the ongoing assets, liabilities and revenues from the acquisition and an estimation of the impact of business conditions.

Mortgage Servicing Rights. The valuation of mortgage servicing rights is a critical accounting policy which requires significant estimates and assumptions. The Bank often sells mortgage loans it originates and retains the ongoing servicing of such loans, receiving a fee for these services, generally 0.25% of the outstanding balance of the loan per annum. Mortgage servicing rights are recognized at fair value when they are acquired through the sale of loans, and are reported in other assets. They are amortized into non-interest income in proportion to, and over the period of, the estimated future net servicing income of the underlying financial assets. The rights are subsequently carried at the lower of amortized cost or fair value. Management uses an independent firm which specializes in the valuation of mortgage servicing rights to determine the fair value which is recorded on the balance sheet. The most important assumption is the anticipated loan prepayment rate, and increases in prepayment speed results in lower valuations of mortgage servicing rights. The valuation also includes an evaluation for impairment based upon the fair value of the rights, which can vary depending upon current interest rates and prepayment expectations, as compared to amortized cost. Impairment is determined by stratifying rights by predominant characteristics, such as interest rates and terms. The use of different assumptions could produce a different valuation. All of the assumptions are based on standards the Company believes would be utilized by market participants in valuing mortgage servicing rights and are consistently derived and/or benchmarked against independent public sources.

Other-Than-Temporary Impairment on Securities. One of the significant estimates related to investment securities is the evaluation of other-than-temporary impairments. The evaluation of securities for other-than-temporary impairments is a quantitative and qualitative process, which is subject to risks and uncertainties and is intended to determine whether declines in the fair value of investments should be recognized in current period earnings. The risks and uncertainties include changes in general economic conditions, the issuer's financial condition and/or future prospects, the effects of changes in interest rates or credit spreads and the expected recovery period of unrealized losses. Securities that are in an unrealized loss position are reviewed at least quarterly to determine if other-than-temporary impairment is present based on certain quantitative and qualitative factors and measures. The primary factors considered in evaluating whether a decline in value of securities is other-than-temporary include: (a) the length of time and extent to which the fair value has been less than cost or amortized cost and the expected recovery period of the security, (b) the financial condition, credit rating and future prospects of the issuer, (c) whether the debtor is current on contractually obligated interest and principal payments, (d) the volatility of the securities' market price, (e) the intent and ability of the Company to retain the investment for a period of time sufficient to allow for recovery, which may be at maturity and (f) any other information and observable data considered relevant in determining whether other-than-temporary impairment has occurred, including the expectation of receipt of all principal and interest when due.

Use of Non-GAAP Financial Measures

Certain information in Management's Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this Report contains financial information determined by methods other than in accordance with accounting principles generally accepted in the United States of America ("GAAP"). Management uses these "non-GAAP" measures in its analysis of the Company's performance and believes that these non-GAAP financial measures provide a greater understanding of ongoing operations and enhance comparability of results with prior periods as well as demonstrating the effects of significant gains and charges in the current period. The Company believes that a meaningful analysis of its financial performance requires an understanding of the factors underlying that performance. Management believes that investors may use these non-GAAP financial measures to analyze financial performance without the impact of unusual items that may obscure trends in the Company's underlying performance. These disclosures should not be viewed as a substitute for operating results determined in accordance with GAAP, nor are

they necessarily comparable to non-GAAP performance measures that may be presented by other companies.

Page 39

In several places net interest income is presented on a fully taxable- equivalent basis. Specifically included in interest income was tax-exempt interest income from certain investment securities and loans. An amount equal to the tax benefit derived from this tax exempt income has been added back to the interest income total, which adjustments

increased net interest income accordingly. Management believes the disclosure of tax-equivalent net interest income information improves the clarity of financial analysis, and is particularly useful to investors in understanding and

evaluating the changes and trends in the Company's results of operations. Other financial institutions commonly present net interest income on a tax-equivalent basis. This adjustment is considered helpful in the comparison of one financial institution's net interest income to that of another, as each will have a different proportion of tax-exempt interest from its earning assets. Moreover, net interest income is a component of a second financial measure commonly used by financial institutions, net interest margin, which is the ratio of net interest income to average earning assets. For purposes of this measure as well, other financial institutions generally use tax-equivalent net interest income to provide a better basis of comparison from institution to institution. The Company follows these practices. The following table provides a reconciliation of tax-equivalent financial information to the Company's consolidated financial statements prepared in accordance with GAAP. A 35.0% tax rate was used in both 2012 and 2011.

	For the nine months ended September 30,				For the quarters ended September 30,
Dollars in thousands	2012		2011		2012		2011
Net interest income as presented	$	29,394	$	30,953	$	9,670	$	10,228
Effect of tax-exempt income		2,318		1,978		792		700
Net interest income, tax equivalent	$	31,712	$	32,931	$	10,462	$	10,928

The Company presents its efficiency ratio using non-GAAP information. The GAAP-based efficiency ratio is noninterest expenses divided by net interest income plus noninterest income from the Consolidated Statements of Income and Comprehensive Income. The non-GAAP efficiency ratio excludes securities losses and other-than-temporary impairment charges from noninterest expenses, excludes securities gains from noninterest income, and adds the tax-equivalent adjustment to net interest income. The following table provides a reconciliation between the GAAP and non-GAAP efficiency ratio:

	For the nine months ended September 30,						For the quarters ended September 30,
Dollars in thousands	2012			2011			2012			2011
Non-interest expense, as presented	$	19,503		$	19,669		$	6,595		$	6,934
Net interest income, as presented		29,394			30,953			9,670			10,228
Effect of tax-exempt income		2,318			1,978			792			700
Non-interest income, as presented		8,556			6,591			2,492			2,080
Effect of non-interest tax-exempt income		137			140			46			47
Net securities gains		(1,967	)		(237	)		-			(8	)
Adjusted net interest income plus non-interest income	$	38,438		$	39,425		$	13,000		$	13,047
Non-GAAP efficiency ratio		50.74	%		49.89	%		50.73	%		53.15	%
GAAP efficiency ratio		51.39	%		52.39	%		54.23	%		56.35	%

The Company presents certain information based upon tangible average shareholders' equity instead of total average shareholders' equity. The difference between these measures is the Company's intangible assets, specifically goodwill from prior acquisitions. Management, banking regulators and many stock analysts use the tangible common equity ratio and the tangible book value per common share in conjunction with more traditional bank capital ratios to compare the capital adequacy of banking organizations with significant amounts of goodwill or other intangible assets, typically stemming from the use of the purchase accounting method in accounting for mergers and acquisitions. The

Page 40

following table provides a reconciliation of tangible average shareholders' equity to the Company's consolidated

financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles:

	For the nine months ended September 30,						For the quarters ended September 30,
Dollars in thousands	2012			2011			2012			2011
Average shareholders' equity as presented	$	154,955		$	152,513		$	156,475		$	149,916
Less preferred stock		(12,329	)		(22,990	)		(12,353	)		(19,591	)
Less intangible assets		(27,684	)		(27,684	)		(27,684	)		(27,684	)
Tangible average shareholders' equity	$	114,942		$	101,839		$	116,438		$	102,641

Executive Summary

Net income for the first nine months of 2012 was $9.5 million, up $118,000 or 1.3% from the same period in 2011. Earnings per common share on a fully diluted basis were $0.91 for the nine months ended September 30, 2012, up $0.06 or 7.1% from the $0.85 posted for the same period in 2011. For the quarter ended September 30, 2012, net income was $3.2 million, up $217,000 or 7.2% from the same period in 2011. Earnings per common share on a fully diluted basis were $0.31 for the quarter ended September 30, 2012, up $0.04 or 14.8% from the $0.27 posted in 2011. Compared to the previous quarter, net income was down $100,000 or 3.0% and earnings per common share on a fully diluted basis were down $0.01 or 3.1%.

These are the second-best quarterly earnings the Company has posted in the past three years. Net income in the third quarter is at the upper end of the $2.9 million to $3.3 million range that we have seen over the past ten quarters. Similar results can be seen in asset quality, such as the level of non-performing assets, which have ranged from a low of 1.87% to a high of 2.32% over the past ten quarters and ended the third quarter at 2.04% of total assets. We still see weaknesses in the economy, however, with continued low interest rates and lower net interest income. Economic weakness has resulted in higher credit losses while low interest rates have created margin compression and lower net interest income.

Net interest income on a tax-equivalent basis was down $1,219,000 or 3.7% in the first nine months of 2012 compared to the same period in 2011. Compression can be seen in our net interest margin, which dropped from 3.29% for the first nine months of 2011 to 3.16% for same period in 2012. This is the result of the low interest rate environment, with a higher volume of assets continuing to reprice downward without the opportunity to reprice a comparable volume of liabilities. For the quarter ended September 30, 2012, net interest income on a tax-equivalent basis declined $466,000 or 4.3% compared to the same period in 2011. Compared to the previous quarter, net interest income on a tax-equivalent basis was down $219,000 or 2.1%. The decline in net interest income was offset by increased non-interest income.

Non-interest income in the first nine months of 2012 was $2.0 million or 29.8% higher than in the first nine months of 2011. This was attributable to an increase in net securities gain. Non-interest expense was $166,000 or 0.8% lower than in the same period in 2011, with lower costs for collections and other real estate owned. For the quarter ended September 30, 2012, non-interest income increased $412,000 or 19.8% compared to the same period in 2011. This was attributable to strong mortgage origination income as well as an increase in investment management and fiduciary income. Non-interest expense was $339,000 or 4.9% lower than in the same period in 2011, with stable employee costs and lower cost for other real estate owned.

While unemployment and housing prices may be showing slight improvement, our economy is still sluggish and these two factors have the greatest impact on credit quality. Net loan chargeoffs for the nine months ended September 30, 2012, were $4.6 million or 0.70% of average loans on an annualized basis. This was up $1.0 million from net chargeoffs of $3.6 million or 0.54% of average loans on an annualized basis for the first nine months of 2011. We provisioned $6.3 million for loan losses in the first nine months of 2012, up $700,000 from the amount provisioned in the first nine months of 2011. The allowance for loan losses increased $1.7 million between December 31, 2011 and September 30, 2012, and is 1.69% of loans outstanding compared to 1.50% at year end and 1.76% a year ago. Total past-due loans were 2.27% of total loans as of September 30, 2012, well below 3.07% of total loans as of December 31, 2011, and slightly above 2.21% of total loans as of September 30, 2011.

Total assets have increased $50.4 million or 3.7% year-to-date. The loan portfolio increased $4.9 million in the first nine months of 2012 and $1.3 million from a year ago. The investment portfolio has increased $44.3 million or 10.4% year-to-date and decreased $3.3 million or 0.7% from a year ago. On the liability side of the balance sheet,

Page 41

low-cost deposits have increased $43.2 million or 13.8% year-to-date, and $23.3 or 7.0% over the past year, which is well above our normal seasonal pattern. Local certificates of deposit decreased $8.4 million and wholesale CDs decreased $26.4 million year-to-date.

Remaining well capitalized remains a top priority for The First Bancorp. Since December 31, 2008, the

Company's total risk-based capital ratio has increased from 11.13% to 16.25%, well above the well-capitalized threshold of 10.0% set by the FDIC. In Management's view, participating in the U.S. Treasury Capital Purchase Program (the "CPP") was the right decision for The First Bancorp. The Company obtained additional capital at a relatively low cost and it provides us with greater ability to ride out the current economic storm and allows us more flexibility to work with individuals and businesses as they too struggle through these adverse economic conditions. During the quarter ended September 30, 2011, the Company repaid $12.5 million preferred stock issued by the U.S. Treasury under the CPP. After the repurchase, $12.5 million of CPP preferred stock remains outstanding.

The Company's operating ratios remain good, with a return on average tangible common equity of 10.36% for the nine months ended September 30, 2012 compared to 10.92% for the same period in 2011. Based upon June 30, 2012 data, our return on average tangible equity was in the top 58% of all banks in the UBPR peer group, which had an average return on equity of 9.08%. Our efficiency ratio continues to be an important component in our overall performance; and, was up slightly to 50.74% for the first nine months of 2012 compared to 49.89% for the same period in 2011. As of June 30, 2012, the average efficiency ratio for our UBPR peer group was 65.79%, which put us in the top 11% of all banks in the UBPR peer group.

The total value of the transaction is estimated to be $6.7 million, which includes the premises and equipment for the two locations plus the premium paid for the Rockland deposits.

Net Interest Income

Total interest income of $39.1 million for the nine months ended September 30, 2012, was a decrease of $3.0 million or 7.2% compared to total interest income of $42.1 for the same period of 2011. Total interest expense of $9.7 million for the first nine months of 2012 is a $1.5 million or 13.0% decrease from total interest expense of $11.2 million for the first nine months of 2011. As a result, net interest income decreased 5.0% or $1.5 million to $29.4 million for the nine months ended September 30, 2012, from the $31.0 million reported for the same period in 2011. The Company's net interest margin on a tax-equivalent basis decreased from 3.29% in the first nine months of 2011 to 3.16% for the nine months ended September 30, 2012. This is the result of the low interest rate environment with a higher volume of assets continuing to reprice downward without the opportunity to reprice a comparable volume of liabilities. Tax-exempt interest income amounted to $4.3 million and $3.7 million for the nine months ended September 30, 2012 and 2011, respectively.

Total interest income of $12.9 million for the quarter ended September 30, 2012 is a 7.2% decrease from total interest income of $13.9 million in the comparable period of 2011. Total interest expense of $3.2 million for the quarter ended September 30, 2012 is a 12.2% decrease from total interest expense of $3.7 million for the comparable period of 2011. As a result, net interest income decreased 5.5% or $558,000 to $9.7 million for the quarter ended September 30, 2012, from the $10.2 million reported for the same period in 2011. The Company's net interest margin on a tax-equivalent basis decreased from 3.24% for the quarter ended September 30, 2011 to 3.12% for the quarter ended September 30, 2012. Tax-exempt interest income amounted to $1.5 million and $1.3 million for the quarters ended September 30, 2012 and 2011, respectively.

Page 42

The following tables present the amount of interest earned or paid, as well as the average yield or rate on an annualized basis, for each major category of assets or liabilities for the nine months and quarters ended September 30, 2012 and 2011. Tax-exempt income is calculated on a tax-equivalent basis, using a 35.0% tax rate in 2012 and 2011.

	For the nine months ended
	September 30, 2012					September 30, 2011
Dollars in thousands	Amount of interest		Average Yield/Rate			Amount of interest		Average Yield/Rate
Interest on earning assets
Interest-bearing deposits	$	3		0.23	%	$	-		0.40	%
Investments		13,180		3.82	%		13,749		4.09	%
Loans held for sale		8		3.46	%		25		3.99	%
Loans		28,258		4.31	%		30,350		4.56	%
Total interest-earning assets		41,449		4.14	%		44,124		4.41	%
Interest-bearing liabilities
Deposits		6,370		0.93	%		7,478		1.05	%
Other borrowings		3,367		1.76	%		3,715		2.09	%
Total interest-bearing liabilities		9,737		1.11	%		11,193		1.26	%
Net interest income	$	31,712				$	32,931
Interest rate spread				3.03	%				3.15	%
Net interest margin				3.16	%				3.29	%

	For the quarters ended
	September 30, 2012					September 30, 2011
Dollars in thousands	Amount of interest		Average Yield/Rate			Amount of interest		Average Yield/Rate
Interest on earning assets
Interest-bearing deposits	$	2		0.29	%	$	-		0.40	%
Investments		4,351		3.78	%		4,539		3.94	%
Loans held for sale		4		3.51	%		5		4.79	%
Loans		9,327		4.24	%		10,054		4.54	%
Total interest-earning assets		13,684		4.08	%		14,598		4.33	%
Interest-bearing liabilities
Deposits		2,073		0.92	%		2,397		1.02	%
Other borrowings		1,149		1.74	%		1,273		2.04	%
Total interest-bearing liabilities		3,222		1.11	%		3,670		1.23	%
Net interest income	$	10,462				$	10,928
Interest rate spread				2.97	%				3.10	%
Net interest margin				3.12	%				3.24	%

Page 43

The following tables present changes in interest income and expense attributable to changes in interest rates and volume for interest-earning assets and liabilities for the nine months and quarters ended September 30, 2012 compared to 2011. Tax-exempt income is calculated on a tax-equivalent basis, using a 35.0% tax rate in 2012 and 2011.

For the nine months ended September 30, 2012 compared to 2011
Dollars in thousands	Volume			Rate			Rate/Volume¹			Total
Interest on earning assets
Interest-bearing deposits	$	5		$	-		$	(2	)	$	3
Investment securities		370			(914	)		(25	)		(569	)
Loans held for sale		(16	)		(3	)		2			(17	)
Loans		(470	)		(1,648	)		26			(2,092	)
Total interest income		(111	)		(2,565	)		1			(2,675	)
Interest expense
Deposits		(270	)		(870	)		32			(1,108	)
Other borrowings		283			(587	)		(44	)		(348	)
Total interest expense		13			(1,457	)		(12	)		(1,456	)
Change in net interest income	$	(124	)	$	(1,108	)	$	13		$	(1,219	)

¹ Represents the change attributable to a combination of change in rate and change in volume.

For the quarters ended September 30, 2012 compared to 2011
Dollars in thousands	Volume			Rate			Rate/Volume¹			Total
Interest on earning assets
Interest-bearing deposits	$	4		$	-		$	(2	)	$	2
Investment securities		1			(189	)		-			(188	)
Loans held for sale		1			(1	)		(1	)		(1	)
Loans		(57	)		(675	)		5			(727	)
Total interest income		(51	)		(865	)		2			(914	)
Interest expense
Deposits		(103	)		(231	)		10			(324	)
Other borrowings		81			(192	)		(13	)		(124	)
Total interest expense		(22	)		(423	)		(3	)		(448	)
Change in net interest income	$	(29	)	$	(442	)	$	5		$	(466	)

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Average Daily Balance Sheets

The following table shows the Company's average daily balance sheets for the nine-month periods and quarters ended September 30, 2012 and 2011.

	For the nine months ended						For the quarters ended
Dollars in thousands	September 30, 2012			September 30, 2011			September 30, 2012			September 30, 2011
Assets
Cash and cash equivalents	$	13,748		$	18,815		$	15,797		$	25,656
Time deposits in other banks		1,727			100			2,707			100
Securities available for sale		310,137			320,630			306,229			319,397
Securities to be held to maturity		136,364			113,218			136,751			122,449
Restricted equity securities, at cost		14,780			15,443			14,448			15,443
Loans held for sale (fair value approximates cost)		309			838			454			414
Loans		875,208			888,971			874,639			879,496
Allowance for loan losses		(13,635	)		(14,504	)		(14,588	)		(15,142	)
Net loans		861,573			874,467			860,051			864,354
Accrued interest receivable		5,174			5,406			5,084			5,239
Premises and equipment		18,656			18,584			18,451			18,306
Other real estate owned		4,605			5,768			4,954			6,491
Goodwill		27,684			27,684			27,684			27,684
Other assets		26,630			28,103			26,893			27,810
Total Assets	$	1,421,387		$	1,429,056		$	1,419,503		$	1,433,343

Liabilities & Shareholders' Equity
Demand deposits	$	76,953		$	74,814		$	87,001		$	86,323
NOW deposits		124,570			122,132			130,926			124,496
Money market deposits		75,156			73,001			73,134			74,113
Savings deposits		120,508			107,885			126,031			112,632
Certificates of deposit		597,767			649,312			566,039			625,194
Total deposits		994,954			1,027,144			983,131			1,022,758
Borrowed funds – short term		115,811			135,451			123,021			127,348
Borrowed funds – long term		140,157			102,376			140,157			120,164
Dividends payable		933			987			905			1,000
Other liabilities		14,577			10,585			15,814			12,157
Total Liabilities		1,266,432			1,276,543			1,263,028			1,283,427
Shareholders' Equity:
Preferred stock		12,329			22,990			12,353			19,591
Common stock		98			98			98			98
Additional paid-in capital		46,073			45,611			46,173			45,687
Retained earnings		87,982			82,553			89,128			80,113
Net unrealized gain on securities available-for-sale		8,552			1,326			8,797			4,487
Net unrealized loss on postretirement benefit costs		(79	)		(65	)		(74	)		(60	)
Total Shareholders' Equity		154,955			152,513			156,475			149,916
Total Liabilities & Shareholders' Equity	$	1,421,387		$	1,429,056		$	1,419,503		$	1,433,343

Page 45

Non-Interest Income

Non-interest income of $8.6 million for the nine months ended September 30, 2012, is an increase of $2.0 million compared to the same period in 2011. This increase was attributable to an increase in net securities gains. Non-interest income was $2.5 million for the quarter ended September 30, 2012, an increase of 19.8% from the $2.1 million reported for the quarter ended September 30, 2011. This increase was attributable to an increase in mortgage origination income resulting from higher levels of mortgage refinancing as well as an increase in investment management and fiduciary income.

Non-Interest Expense

Non-interest expense of $19.5 million for the nine months ended September 30, 2012 is a decrease of 0.8% or $166,000 compared to non-interest expense of $19.7 million for the same period in 2011. This decrease was attributable to lower costs for other real estate owned. Non-interest expense of $6.6 million for the quarter ended September 30, 2012 is a decrease of 4.9% compared to non-interest expense of $6.9 million for the same period in 2011. The Company's efficiency ratio was up slightly to 50.74% for the first nine months of 2012 compared 49.89% for the same period in 2011.

Income Taxes

Income taxes on operating earnings were $2.7 million for the nine months ended September 30, 2012, down $246,000 from the same period in 2011. This is in line with the decrease in the Company's level of income before taxes and a higher level of tax-exempt income.

FASB ASC Topic 740 "Income Taxes" defines the criteria that an individual tax position must satisfy for some or all of the benefits of that position to be recognized in a company's financial statements. Topic 740 prescribes a recognition threshold of more-likely-than-not, and a measurement attribute for all tax positions taken or expected to be taken, in order for those tax positions to be recognized in the financial statements. The Company is currently open to audit under the statute of limitations by the IRS for the years ended December 31, 2009 through 2011.

Investments

The Company's investment portfolio increased by $44.3 million or 10.4% between December 31, 2011, and September 30, 2012. The growth in the portfolio in the nine months of 2012 was primarily in GNMA mortgage-backed securities and U.S. Agency securities, which are fully backed by the U.S. Government and carry no credit risk. As of September 30, 2012, mortgage-backed securities had a carrying value of $233.7 million and a fair value of $237.1 million. Of this total, securities with a fair value of $212.9 million or 89.6% of the mortgage-backed portfolio were issued by GNMA and securities with a fair value of $4.6 million or 10.4% of the mortgage-backed portfolio were issued by FHLMC and FNMA.

The Company's investment securities are classified into two categories: securities available for sale and securities to be held to maturity. Securities available for sale consist primarily of debt securities which Management intends to hold for indefinite periods of time. They may be used as part of the Company's funds management strategy, and may be sold in response to changes in interest rates, prepayment risk and liquidity needs, to increase capital ratios, or for other similar reasons. Securities to be held to maturity consist primarily of debt securities that the Company has acquired solely for long-term investment purposes, rather than for trading or future sale. For securities to be categorized as held to maturity Management must have the intent and the Company must have the ability to hold such investments until their respective maturity dates. The Company does not hold trading account securities.

All investment securities are managed in accordance with a written investment policy adopted by the Board of Directors. It is the Company's general policy that investments for either portfolio be limited to government debt

obligations, time deposits, and corporate bonds or commercial paper with one of the three highest ratings given by a nationally recognized rating agency. The portfolio is currently invested primarily in U.S. Government agency securities and tax-exempt obligations of states and political subdivisions. The individual securities have been selected to enhance the portfolio's overall yield while not materially adding to the Company's level of interest rate risk.

Page 46

The following table sets forth the Company's investment securities at their carrying amounts as of September 30, 2012 and 2011 and December 31, 2011.

Dollars in thousands	September 30, 2012		December 31, 2011		September 30, 2011
Securities available for sale
U.S. Treasury and agency	$	-	$	-	$	16,494
Mortgage-backed securities		189,437		198,232		235,038
State and political subdivisions		108,955		85,726		74,039
Corporate securities		-		811		779
Other equity securities		1,508		1,433		432
	$	299,900	$	286,202	$	326,782
Securities to be held to maturity
U.S. Treasury and agency	$	65,859	$	19,390	$	20,998
Mortgage-backed securities		44,236		56,800		61,048
State and political subdivisions		43,861		46,171		47,353
Corporate securities		300		300		300
	$	154,256	$	122,661	$	129,699
Restricted equity securities
Federal Home Loan Bank Stock	$	13,412	$	14,031	$	14,031
Federal Reserve Bank Stock		1,036		1,412		1,412
	$	14,448	$	15,443	$	15,443
Total securities	$	468,604	$	424,306	$	471,924

The following table sets forth yields and expected maturities of the Company's investment securities as of September 30, 2012. Yields on tax-exempt securities have been computed on a tax-equivalent basis using a tax rate of 35%. Mortgage-backed securities are presented according to their final contractual maturity date, while the calculated yield takes into effect the intermediate cash flows from repayment of principal which results in a much shorter average life.

Page 47

	Available For Sale					Held to Maturity
Dollars in thousands	Fair Value		Yield to maturity			Amortized Cost		Yield to maturity
U.S. Agency
Due in 1 year or less	$	-		0.00	%	$	-		0.00	%
Due in 1 to 5 years		-		0.00	%		-		0.00	%
Due in 5 to 10 years		-		0.00	%		-		0.00	%
Due after 10 years		-		0.00	%		65,859		3.30	%
Total		-		0.00	%		65,859		3.30	%
Mortgage-Backed Securities
Due in 1 year or less		3,634		22.48	%		6		3.92	%
Due in 1 to 5 years		49,504		2.65	%		5,814		3.30	%
Due in 5 to 10 years		16,813		3.21	%		5,436		3.99	%
Due after 10 years		119,486		2.73	%		32,980		4.53	%
Total		189,437		3.13	%		44,236		4.30	%
State & Political Subdivisions
Due in 1 year or less		1,018		6.90	%		1,370		6.22	%
Due in 1 to 5 years		1,782		6.90	%		4,932		6.55	%
Due in 5 to 10 years		1,152		6.17	%		15,083		6.30	%
Due after 10 years		105,003		5.85	%		22,476		6.27	%
Total		108,955		5.88	%		43,861		6.31	%
Corporate Securities
Due in 1 year or less		-		0.00	%		-		0.00	%
Due in 1 to 5 years		-		0.00	%		300		1.25	%
Due in 5 to 10 years		-		0.00	%		-		0.00	%
Due after 10 years		-		0.00	%		-		0.00	%
Total		-		0.00	%		300		1.25	%
Equity Securities		1,508		1.73	%		-		0.00	%
	$	299,900		4.12	%	$	154,256		4.44	%

Impaired Securities

The securities portfolio contains certain securities that the amortized cost of which exceeds fair value, which at September 30, 2012 amounted to $0.3 million, or 0.08% of the amortized cost of the total securities portfolio. At December 31, 2011 this amount was $0.8 million, or 0.19% of the total securities portfolio. As a part of the Company's ongoing security monitoring process, the Company identifies securities in an unrealized loss position that could potentially be other-than-temporarily impaired. If a decline in the fair value of a debt security is judged to be other-than-temporary, the decline related to credit loss is recorded in net realized securities losses while the decline attributable to other factors is recorded in other comprehensive income or loss.

The Company's evaluation of securities for impairment is a quantitative and qualitative process intended to determine whether declines in the fair value of investment securities should be recognized in current period earnings. The primary factors considered in evaluating whether a decline in the fair value of securities is other-than-temporary include: (a) the length of time and extent to which the fair value has been less than cost or amortized cost and the expected recovery period of the security, (b) the financial condition, credit rating and future prospects of the issuer, (c) whether the debtor is current on contractually obligated interest and principal payments, (d) the volatility of the securities market price, (e) the intent and ability of the Company to retain the investment for a period of time sufficient to allow for recovery, which may be at maturity, and (f) any other information and observable data considered relevant in determining whether other-than-temporary impairment has occurred.

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The Company's best estimate of cash flows uses severe economic recession assumptions due to market uncertainty. The Company's assumptions include but are not limited to delinquencies, foreclosure levels and constant

default rates on the underlying collateral, loss severity ratios, and constant prepayment rates. If the Company does not expect to receive 100% of future contractual principal and interest, an other-than-temporary impairment charge is recognized. Estimating future cash flows is a quantitative and qualitative process that incorporates information received from third party sources along with certain internal assumptions and judgments regarding the future performance of the underlying collateral.

As of September 30, 2012, the Company had temporarily impaired securities with a fair value of $18.6 million and unrealized losses of $0.3 million, as identified in the table below. This was down from December 31, 2011 as a result of a decrease in interest rates and a corresponding increase in value of investment securities. Securities in a continuous unrealized loss position more than twelve-months amounted to $3.3 million as of September 30, 2012, compared with $9.3 million at December 31, 2011. The Company has concluded that these securities were not other-than-temporarily impaired. This conclusion was based on the issuer's continued satisfaction of the securities obligations in accordance with their contractual terms and the expectation that the issuer will continue to do so, Management's intent and ability to hold these securities for a period of time sufficient to allow for any anticipated recovery in fair value which may be at maturity, the expectation that the Company will receive 100% of future contractual cash flows, as well as the evaluation of the fundamentals of the issuer's financial condition and other objective evidence. The following table summarizes temporarily impaired securities and their approximate fair values at September 30, 2012.

	Less than 12 months					12 months or more					Total
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
Dollars in thousands	Value		Losses			Value		Losses			Value		Losses
U.S. Treasury and agency	$	1,199	$	(21	)	$	-	$	-		$	1,199	$	(21	)
Mortgage-backed securities		12,990		(76	)		3,104		(31	)		16,094		(107	)
State and political subdivisions		1,123		(22	)		-		-			1,123		(22	)
Corporate securities		-		-			-		-			-		-
Other equity securities		3		-			191		(104	)		194		(104	)
	$	15,315	$	(119	)	$	3,295	$	(135	)	$	18,610	$	(254	)

The following information was considered in determining securities were not other-than-temporarily impaired:

Securities issued by U.S. Government-sponsored agencies and enterprises. As of September 30, 2012 there were $21,000 of unrealized losses on these securities compared to no unrealized losses as of December 31, 2011,. All of these securities were credit rated "AAA" or "AA+" by the major credit rating agencies. Management believes that securities issued by the U.S. Treasury bear no credit risk because they are backed by the full faith and credit of the United States and that securities issued by U.S. Government-sponsored agencies and enterprises have minimal credit risk, as these agencies and enterprises play a vital role in the nation's financial markets.

Mortgage-backed securities issued by U.S. Government agencies and U.S. Government-sponsored enterprises. As of September 30, 2012, there were $107,000 of unrealized losses on these securities compared with $181,000 at December 31, 2011. All of these securities were credit rated "AAA" or "AA+" by the major credit rating agencies. Management believes that securities issued by U.S. Government agencies bear no credit risk because they are backed by the full faith and credit of the United States and that securities issued by U.S. Government-sponsored enterprises have minimal credit risk, as these agencies and enterprises play a vital role in the nation's financial markets. Management believes that the unrealized losses at September 30, 2012 were attributable to changes in current market yields and spreads since the date the underlying securities were purchased, and does not consider these securities to be other-than-temporarily impaired at September 30, 2012. The Company also has the ability and intent to hold these securities until a recovery of their amortized cost, which may be at maturity.

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Obligations of state and political subdivisions. As of September 30, 2012, the total unrealized losses on municipal securities amounted to $22,000, compared with $189,000 at December 31, 2011. Municipal securities are

supported by the general taxing authority of the municipality and, in the cases of school districts, are supported by state aid. At September 30, 2012, all municipal bond issuers were current on contractually obligated interest and principal payments. The Company attributes the unrealized losses at September 30, 2012 to changes in prevailing market yields and pricing spreads since the date the underlying securities were purchased, combined with current market liquidity conditions and the disruption in the financial markets in general. Accordingly, the Company does not consider these municipal securities to be other-than-temporarily impaired at September 30, 2012. The Company also has the ability and intent to hold these securities until a recovery of their amortized cost, which may be at maturity.

Corporate securities. There were no unrealized losses on corporate securities as of September 30, 2012, compared with $287,000 at December 31, 2011. Corporate securities are dependent on the operating performance of the issuers.

Federal Home Loan Bank Stock

The Bank is a member of the Federal Home Loan Bank ("FHLB") of Boston, a cooperatively owned wholesale bank for housing and finance in the six New England States. As a requirement of membership in the FHLB, the Bank must own a minimum required amount of FHLB stock, calculated periodically based primarily on its level of borrowings from the FHLB. The Bank uses the FHLB for much of its wholesale funding needs. As of September 30, 2012 and December 31, 2011, the Bank's investment in FHLB stock totaled $13.4 million and $14.0 million, respectively. FHLB stock is a non-marketable equity security and therefore is reported at cost, which equals par value.

Loans Held for Sale

Loans held for sale are carried at the lower of cost or market value. There were no loans held for sale at September 30, 2012 and December 31, 2011 compared to $230,000 at September 30, 2011. No recourse obligations have been incurred in connection with the sale of loans.

Loans

The loan portfolio increased during the first nine months of 2012, with total loans at $869.9 million at September 30, 2012, up $4.9 million or 0.6% from total loans of $865.0 million at December 31, 2011. Commercial loans decreased $12.8 million or 3.4% between December 31, 2011 and September 30, 2012, municipal loans increased by $227,000 or 1.4% and residential term loans increased $28.7 million or 8.4%.

Commercial loans are comprised of three major classes, commercial real estate loans, commercial construction loans and other commercial loans. Commercial real estate is primarily comprised of loans to small businesses collateralized by owner-occupied real estate, while other commercial is primarily comprised of loans to small businesses collateralized by plant and equipment, commercial fishing vessels and gear, and limited inventory-based lending. Commercial real estate loans typically have a maximum loan-to-value of 75% based upon current appraisal information at the time the loan is made. Land and land development loans typically have a maximum loan-to-value of 65% to 75% based upon current appraisal information at the time the loan is made. Construction loans, both commercial and residential, comprise a very small portion of the portfolio, and at 21.7% of capital are well under the regulatory guidance of 100.0% of capital. Construction loans and non-owner-occupied commercial real estate loans are at 79.0% of total capital, well under the regulatory guidance of 300.0% of capital. Municipal loans are comprised of loans to municipalities in the State of Maine for capitalized expenditures, construction projects or tax-anticipation notes. All municipal loans are considered general obligations of the municipality and as such are collateralized by the taxing ability of the municipality for repayment of debt.

Residential loans are also comprised of two classes, term loans, which include traditional amortizing home mortgages, and construction loans, which include loans for owner-occupied residential construction. Residential loans typically have a 75% to 80% loan to value based upon current appraisal information at the time the loan is made. Consumer loans are primarily amortizing loans to individuals collateralized by automobiles, pleasure craft and recreation vehicles, typically with a maximum loan to value of 80% to 90% of the purchase price of the collateral. Consumer loans also include a small amount of unsecured short-term time notes to individuals.

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The following table summarizes the loan portfolio, by class, at September 30, 2012 and 2011 and December 31, 2011.

Dollars in thousands	September 30, 2012				December 31, 2011				September 30, 2011
Commercial
Real estate	$	256,531	29.5	%	$	255,424	29.5	%	$	257,910	29.7	%
Construction		21,905	2.5	%		32,574	3.8	%		30,345	3.5	%
Other		83,703	9.6	%		86,982	10.1	%		96,045	11.1	%
Municipal		16,448	1.9	%		16,221	1.9	%		19,853	2.3	%
Residential
Term		369,949	42.5	%		341,286	39.5	%		329,730	38.0	%
Construction		6,528	0.8	%		10,469	1.2	%		12,061	1.4	%
Home equity line of credit		100,099	11.5	%		105,244	12.1	%		105,891	12.1	%
Consumer		14,708	1.7	%		16,788	1.9	%		16,738	1.9	%
Total loans	$	869,871	100.0	%	$	864,988	100.0	%	$	868,573	100.0	%

The following table sets forth certain information regarding the contractual maturities of the Bank's loan portfolio as of September 30, 2012.

Dollars in thousands	< 1 Year		1 - 5 Years		5 - 10 Years		> 10 Years		Total
Commercial
Real estate	$	6,213	$	23,511	$	18,477	$	208,330	$	256,531
Construction		7,091		2,238		25		12,551		21,905
Other		12,598		18,827		20,756		31,522		83,703
Municipal		1,136		3,814		5,704		5,794		16,448
Residential
Term		1,096		12,314		20,038		336,501		369,949
Construction		2,454		642		-		3,432		6,528
Home equity line of credit		1,281		293		803		97,722		100,099
Consumer		5,919		5,872		877		2,040		14,708
Total loans	$	37,788	$	67,511	$	66,680	$	697,892	$	869,871

The following table provides a listing of loans by class, between variable and fixed rates as of September 30, 2012.

	Fixed-Rate					Adjustable-Rate					Total
Dollars in thousands	Amount		% of total			Amount		% of total			Amount		% of total
Commercial
Real estate	$	40,655		4.7	%	$	215,876		24.8	%	$	256,531		29.5	%
Construction		416		0.0	%		21,489		2.5	%		21,905		2.5	%
Other		29,740		3.4	%		53,963		6.2	%		83,703		9.6	%
Municipal		13,429		1.6	%		3,019		0.3	%		16,448		1.9	%
Residential
Term		179,132		20.6	%		190,817		21.9	%		369,949		42.5	%
Construction		3,882		0.4	%		2,646		0.4	%		6,528		0.8	%
Home equity line of credit		1,930		0.2	%		98,169		11.3	%		100,099		11.5	%
Consumer		11,734		1.3	%		2,974		0.4	%		14,708		1.7	%
Total loans	$	280,918		32.2	%	$	588,953		67.8	%	$	869,871		100.0	%

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Loan Concentrations

As of September 30, 2012, the Bank did not have any concentration of loans in one particular industry that exceeded 10% of its total loan portfolio.

Credit Risk Management and Allowance for Loan Losses

Credit risk is the risk of loss arising from the inability of a borrower to meet its obligations. We manage credit risk by evaluating the risk profile of the borrower, repayment sources, the nature of the underlying collateral, and other support given current events, conditions, and expectations. We attempt to manage the risk characteristics of our loan portfolio through various control processes, such as credit evaluation of borrowers, establishment of lending limits, and application of lending procedures, including the holding of adequate collateral and the maintenance of compensating balances. However, we seek to rely primarily on the cash flow of our borrowers as the principal source of repayment. Although credit policies and evaluation processes are designed to minimize our risk, Management recognizes that loan losses will occur and the amount of these losses will fluctuate depending on the risk characteristics of our loan portfolio, as well as general and regional economic conditions.

We provide for loan losses through the establishment of an allowance for loan losses which represents an

estimated reserve for existing losses in the loan portfolio. We deploy a systematic methodology for determining our allowance that includes a quarterly review process, risk rating, and adjustment to our allowance. We classify our portfolios as either commercial or residential and consumer and monitor credit risk separately as discussed below. We evaluate the appropriateness of our allowance continually based on a review of all significant loans, with a particular emphasis on nonaccruing, past due, and other loans that we believe require special attention.

The allowance consists of four elements: (1) specific reserves for loans evaluated individually for impairment; (2) general reserves for types or portfolios of loans based on historical loan loss experience; (3) qualitative reserves judgmentally adjusted for local and national economic conditions, concentrations, portfolio composition, volume and severity of delinquencies and nonaccrual loans, trends of criticized and classified loans, changes in credit policies, and underwriting standards, credit administration practices, and other factors as applicable; and (4) unallocated reserves. All outstanding loans are considered in evaluating the appropriateness of the allowance.

Appropriateness of the allowance for loan losses is determined using a consistent, systematic methodology, which analyzes the risk inherent in the loan portfolio. In addition to evaluating the collectability of specific loans when determining the appropriateness of the allowance for loan losses, Management also takes into consideration other factors such as changes in the mix and size of the loan portfolio, historic loss experience, the amount of delinquencies and loans adversely classified, economic trends, changes in credit policies, and experience, ability and depth of lending management. The appropriateness of the allowance for loan losses is assessed by an allocation process whereby specific reserve allocations are made against certain adversely classified loans, and general reserve allocations are made against segments of the loan portfolio which have similar attributes. The Company's historical loss experience, industry trends, and the impact of the local and regional economy on the Company's borrowers, are considered by Management in determining the appropriateness of the allowance for loan losses.

The allowance for loan losses is increased by provisions charged against current earnings. Loan losses are charged against the allowance when Management believes that the collectability of the loan principal is unlikely. Recoveries on loans previously charged off are credited to the allowance. While Management uses available information to assess possible losses on loans, future additions to the allowance may be necessary based on increases in non-performing loans, changes in economic conditions, growth in loan portfolios, or for other reasons. Any future additions to the allowance would be recognized in the period in which they were determined to be necessary. In addition, various regulatory agencies periodically review the Company's allowance for loan losses as an integral part of their examination process. Such agencies may require the Company to record additions to the allowance based on judgments different from those of Management.

Commercial

Our commercial portfolio includes all secured and unsecured loans to borrowers for commercial purposes, including commercial lines of credit and commercial real estate. Our process for evaluating commercial loans includes performing updates on loans that we have rated for risk. Our non-performing commercial loans are generally reviewed individually to determine impairment, accrual status, and the need for specific reserves. Our methodology incorporates a variety of risk considerations, both qualitative and quantitative. Quantitative factors include our historical loss experience by loan type, collateral values, financial condition of borrowers, and other factors. Qualitative factors

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include judgments concerning general economic conditions that may affect credit quality, credit concentrations, the pace of portfolio growth, and delinquency levels; these qualitative factors are also considered in connection with our unallocated portion of our allowance for loan losses.

The process of establishing the allowance with respect to our commercial loan portfolio begins when a loan officer initially assigns each loan a risk rating, using established credit criteria. Approximately 50% of our outstanding loans and commitments are subject to review and validation annually by an independent consulting firm, as well as periodically by our internal credit review function. Our methodology employs Management's judgment as to the level of losses on existing loans based on our internal review of the loan portfolio, including an analysis of the borrowers' current financial position, and the consideration of current and anticipated economic conditions and their potential effects on specific borrowers and or lines of business. In determining our ability to collect certain loans, we also consider the fair value of any underlying collateral. We also evaluate credit risk concentrations, including trends in large dollar exposures to related borrowers, industry and geographic concentrations, and economic and environmental factors.

Residential and Consumer

Consumer and residential mortgage loans are generally segregated into homogeneous pools with similar risk characteristics. Trends and current conditions in consumer and residential mortgage pools are analyzed and historical loss experience is adjusted accordingly. Quantitative and qualitative adjustment factors for the consumer and

residential mortgage portfolios are consistent with those for the commercial portfolios. Certain loans in the consumer and residential portfolios identified as having the potential for further deterioration are analyzed individually to confirm the appropriate risk status and accrual status, and to determine the need for a specific reserve. Consumer loans that are greater than 120 days past due are generally charged off. Residential loans that are greater than 90 days past due are evaluated for collateral adequacy and if deficient are placed on non-accrual status.

Unallocated

The unallocated portion of the allowance is intended to provide for losses that are not identified when establishing the specific and general portions of the allowance and is based upon Management's evaluation of various conditions that are not directly measured in the determination of the portfolio and loan specific allowances. Such conditions include general economic and business conditions affecting our lending area, credit quality trends (including trends in delinquencies and nonperforming loans expected to result from existing conditions), loan volumes and concentrations, specific industry conditions within portfolio categories, recent loss experience in particular loan categories, duration of the current business cycle, bank regulatory examination results, findings of external loan review examiners, and Management's judgment with respect to various other conditions including loan administration and management and the quality of risk identification systems. Management reviews these conditions quarterly. We have risk management practices designed to ensure timely identification of changes in loan risk profiles; however, undetected losses may

exist inherently within the loan portfolio. The judgmental aspects involved in applying the risk grading criteria, analyzing the quality of individual loans, and assessing collateral values can also contribute to undetected, but probable, losses.

The allowance for loan losses includes reserve amounts assigned to individual loans on the basis of loan impairment. Certain loans are evaluated individually and are judged to be impaired when Management believes it is probable that the Company will not collect all of the contractual interest and principal payments as scheduled in the loan agreement. Under this method, loans are selected for evaluation based on internal risk ratings or non-accrual status. A specific reserve is allocated to an individual loan when that loan has been deemed impaired and when the amount of a probable loss is estimable on the basis of its collateral value, the present value of anticipated future cash flows, or its net realizable value. At September 30, 2012, impaired loans with specific reserves totaled $22.1 and the amount of such reserves was $5.1 million. This compares to impaired loans with specific reserves of $14.2 million at December 31, 2011 and the amount of such reserves was $2.1 million.

All of these analyses are reviewed and discussed by the Directors' Loan Committee, and recommendations from these processes provide Management and the Board of Directors with independent information on loan portfolio condition. Our total allowance at September 30, 2012 is considered by Management to be appropriate to address the credit losses inherent in the loan portfolio at that date. Management views the level of the allowance for loan losses as appropriate. However, our determination of the appropriate allowance level is based upon a number of assumptions we make about future events, which we believe are reasonable, but which may or may not prove valid. Thus, there can be no assurance that our charge-offs in future periods will not exceed our allowance for loan losses or that we will not

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need to make additional increases in our allowance for loan losses.

The following table summarizes our allocation of allowance by loan class as of September 30, 2012 and 2011 and December 31, 2011. The percentages are the portion of each loan class to total loans.

Dollars in thousands	September 30, 2012				December 31, 2011				September 30, 2011
Commercial
Real estate	$	5,695	29.5	%	$	5,659	29.5	%	$	7,456	29.7	%
Construction		1,059	2.5	%		658	3.8	%		804	3.5	%
Other		2,632	9.6	%		2,063	10.1	%		2,901	11.1	%
Municipal		18	1.9	%		19	1.9	%		19	2.3	%
Residential
Term		2,223	42.5	%		1,159	39.5	%		1,444	38.0	%
Construction		14	0.8	%		255	1.2	%		120	1.4	%
Home equity line of credit		790	11.5	%		595	12.1	%		574	12.1	%
Consumer		548	1.7	%		584	1.9	%		615	1.9	%
Unallocated		1,760	0.0	%		2,008	0.0	%		1,386	0.0	%
Total	$	14,739	100.0	%	$	13,000	100.0	%	$	15,319	100.0	%

The allowance for loan losses totaled $14.7 million at September 30, 2012, compared to $13.0 million and $15.3 million as of December 31, 2011 and September 30, 2011, respectively. Management's ongoing application of methodologies to establish the allowance include an evaluation of impaired loans for specific reserves. These specific reserves increased $3.0 million in the first nine months of 2012 from $2.1 million at December 31, 2011 to $5.1 million at September 30, 2012. The specific loans that make up those categories change from period to period. Impairment on those loans, which would be reflected in the allowance for loan losses, might or might not exist, depending on the specific circumstances of each loan. The portion of the reserve based upon homogeneous pools of loans decreased by $152,000 in the first nine months of 2012. This was attributable to higher loss factors in the past two years, which results in higher reserves applied to these pools. The portion of the reserve based on qualitative factors decreased by $865,000 during 2012 as a result of adjustments for several qualitative factors. Despite the shifts in specific, pooled and qualitative reserves, Management feels that market trends and other internal factors justified the $248,000 decrease in unallocated reserves in the first nine months of 2012 from $2.0 million at December 31, 2011 to $1.8 million at September 30, 2012.

A breakdown of the allowance for loan losses as of September 30, 2012, by loan class and allowance element, is presented in the following table:

Dollars in thousands	Specific Reserves on Loans Evaluated Individually for Impairment		General Reserves Based on Historical Loss Experience		Reserves for Qualitative Factors		Unallocated Reserves		Total Reserves
Commercial
Real estate	$	1,416	$	2,479	$	1,800	$	-	$	5,695
Construction		696		210		153		-		1,059
Other		1,240		807		585		-		2,632
Municipal		-		-		18		-		18
Residential
Term		1,494		293		436		-		2,223
Construction		-		5		9		-		14
Home equity line of credit		215		238		337		-		790
Consumer		1		317		230		-		548
Unallocated		-		-		-		1,760		1,760
	$	5,062	$	4,349	$	3,568	$	1,760	$	14,739

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Based upon Management's evaluation, provisions are made to maintain the allowance as a best estimate of inherent losses within the portfolio. The provision for loan losses to maintain the allowance was $6.3 million for the first nine months of 2012, an increase of $700,000 from the nine months of 2011. Net chargeoffs were $4.6 million in the first nine months of 2012 compared to net chargeoffs of $3.6 million in the first nine months of 2011. Our allowance as a percentage of outstanding loans has increased from 1.50% as of December 31, 2011 to 1.69% as of September 30, 2012, reflecting the changes in our loss estimates and the increases resulting from the application of our loss estimate methodology.

The following table summarizes the activities in our allowance for loan losses for the nine months ended September 30, 2012 and 2011 and for the year ended December 31, 2011:

Dollars in thousands	September 30, 2012			December 31, 2011			September 30, 2011
Balance at beginning of year	$	13,000		$	13,316		$	13,316
Loans charged off:
Commercial
Real estate		1,101			1,619			835
Construction		87			346			-
Other		2,168			6,492			942
Municipal		-			-			-
Residential
Term		554			1,421			1,013
Construction		381			505			505
Home equity line of credit		391			415			240
Consumer		382			381			298
Total		5,064			11,179			3,833
Recoveries on loans previously charged off
Commercial
Real estate		4			23			8
Construction		247			-			-
Other		50			60			33
Municipal		-			-			-
Residential
Term		3			7			5
Construction		42			-			-
Home equity line of credit		-			1			1
Consumer		157			222			189
Total		503			313			236
Net loans charged off		4,561			10,866			3,597
Provision for loan losses		6,300			10,550			5,600
Balance at end of period	$	14,739		$	13,000		$	15,319
Ratio of net loans charged off to average loans outstanding¹		0.70	%		1.23	%		0.54	%
Ratio of allowance for loan losses to total loans outstanding		1.69	%		1.50	%		1.76	%

¹ Ratios for September 2012 and 2011 have been annualized on a 366-day basis and 365-day basis, respectively.

Management believes the allowance for loan losses is appropriate as of September 30, 2012. In Management's opinion, the level of the provision for loan losses and the corresponding decrease in the allowance for loan losses is directionally consistent with the overall credit quality of our loan portfolio and corresponding levels of nonperforming loans and unallocated reserves, as well as with the performance of the national and local economies, higher levels of unemployment and the outlook for the recession continuing for some time to come.

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Nonperforming Loans

Nonperforming loans are comprised of loans, for which based on current information and events, it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan agreement or when principal and interest is 90 days or more past due unless the loan is both well secured and in the process of collection (in which case the loan may continue to accrue interest in spite of its past due status). A loan is "well secured" if it is secured (1) by collateral in the form of liens on or pledges of real or personal property, including securities, that have a realizable value sufficient to discharge the debt (including accrued interest) in full, or (2) by the guarantee of a financially responsible party. A loan is "in the process of collection" if collection of the loan is proceeding in due course either (1) through legal action, including judgment enforcement procedures, or, (2) in appropriate circumstances, through

collection efforts not involving legal action which are reasonably expected to result in repayment of the debt or in its restoration to a current status in the near future.

When a loan becomes nonperforming (generally 90 days past due), it is evaluated for collateral dependency based upon the most recent appraisal or other evaluation method. If the collateral value is lower than the outstanding loan balance plus accrued interest and estimated selling costs, the loan is placed on non-accrual status, all accrued interest is reversed from interest income, and a specific reserve is established for the difference between the loan balance and the collateral value less selling costs. Concurrently, a new appraisal or valuation may be ordered, depending on collateral type, currency of the most recent valuation, the size of the loan, and other factors appropriate to the loan. Upon receipt and acceptance of the new valuation, the loan may have an additional specific reserve or write down based on the updated collateral value. On an ongoing basis, appraisals or valuations may be done periodically on collateral dependent non-performing loans and an additional specific reserve or write down will be made, if appropriate, based on the new collateral value.

Once a loan is placed on nonaccrual, it remains in nonaccrual status until the loan is current as to payment of both principal and interest and the borrower demonstrates the ability to pay and remain current. All payments made on nonaccrual loans are applied to the principal balance of the loan.

Nonperforming loans, expressed as a percentage of total loans, totaled 2.71% at September 30, 2012 compared to 3.21% at December 31, 2011 and 2.42% at September 30, 2011. The following table shows the distribution of nonperforming loans by class as of September 30, 2012 and 2011 and December 31, 2011:

Dollars in thousands	September 30, 2012		December 31, 2011		September 30, 2011
Commercial
Real estate	$	5,483	$	7,064	$	6,056
Construction		3,546		2,350		792
Other		3,030		5,836		1,398
Municipal		-		-		-
Residential
Term		12,187		11,312		12,286
Construction		23		1,198		396
Home equity line of credit		1,028		1,163		1,234
Consumer		63		53		109
Non-performing loans plus loans 90 or more days past due and still accruing interest	$	25,360	$	28,976	$	22,271
Non-performing loans included in above total	$	23,573	$	27,806	$	20,980

Total nonperforming loans does not include loans 90 or more days past due and still accruing interest. These are loans in which we expect to collect all amounts due, including past-due interest. As of September 30, 2012, loans 90 or more days past due and still accruing interest totaled $1.8 million, compared to $1.2 million and $1.3 million at December 31, 2011 and September 30, 2011, respectively.

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Troubled Debt Restructured

A troubled debt restructured ("TDR") constitutes a restructuring of debt if the Bank, for economic or legal reasons related to the borrower's financial difficulties, grants a concession to the borrower that it would not otherwise consider. To determine whether or not a loan should be classified as a TDR, Management evaluates a loan based upon the following criteria:

·	The borrower demonstrates financial difficulty; common indicators include past due status with bank obligations, substandard credit bureau reports, or an inability to refinance with another lender, and

·	The Bank has granted a concession; common concession types include maturity date extension, interest rate adjustments to below market pricing, and deferment of payments.

As of September 30, 2012 we had 91 loans with a value of $29.3 million that have been restructured. This compares to 45 loans with a value of $10.5 million classified as TDRs as of September 30, 2011. As of September 30, 2012, Management is aware of four loans classified as TDRs that are involved in bankruptcy with an outstanding balance of $712,000. There were also 29 loans with an outstanding balance of $4.3 million that were classified as TDRs and on non-accrual status four of which, with an outstanding balance of $574,000, were in the process of foreclosure.

Impaired Loans

Impaired loans include restructured loans and loans placed on non-accrual status. These loans are measured at the present value of expected future cash flows discounted at the loan's effective interest rate or at the fair value of the collateral if the loan is collateral dependent. If the measure of an impaired loan is lower than the recorded investment in the loan and estimated selling costs, a specific reserve is established for the difference. Impaired loans totaled $48.6 million at September 30, 2012, and have increased $6.5 million from December 31, 2011. The number of loans increased by 21 from 211 to 232 during the same period. Impaired commercial loans increased $5.0 million from December 31, 2011 to September 30, 2012. The specific allowance for impaired commercial loans increased from $1.2 million at December 31, 2011 to $3.4 as of September 30, 2012, which represented the fair value deficiencies for loans where the fair value of the collateral was estimated at less than our carrying amount of the loan. From December 31, 2011 to September 30, 2012, impaired residential loans increased $1.3 million, impaired home equity lines of credit increased $282,000, and impaired consumer loans decreased $52,000.

The following table sets forth impaired loans as of September 30, 2012 and 2011 and December 31, 2011:

Dollars in thousands	September 30, 2012		December 31, 2011		September 30, 2011
Commercial
Real estate	$	16,321	$	10,141	$	7,739
Construction		6,645		5,702		792
Other		4,905		7,042		1,940
Municipal		-		-		-
Residential
Term		19,305		16,821		16,067
Construction		23		1,198		396
Home equity line of credit		1,445		1,163		1,234
Consumer		1		53		102
Total	$	48,645	$	42,120	$	28,270

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Past Due Loans

The Bank's overall loan delinquency ratio was 2.27% at September 30, 2012, versus 3.07% at December 31, 2011 and 2.21% at September 30, 2011. Loans 90 days delinquent and accruing increased from $1.2 million at December 31, 2011 to $1.8 million as of September 30, 2012. The total at September 30, 2012, is made up of nine loans, with the largest loan totaling $1.1 million. We expect to collect all amounts due on these loans, plus any accrued interest. The following table sets forth loan delinquencies as of September 30, 2012 and 2011 and December 31, 2011:

Dollars in thousands	September 30, 2012			December 31, 2011			September 30, 2011
Commercial
Real estate	$	2,397		$	6,864		$	5,115
Construction		185			1,777			35
Other		2,486			2,623			1,777
Municipal		-			-			-
Residential
Term		13,019			12,174			10,173
Construction		23			1,198			396
Home equity line of credit		1,358			1,614			1,479
Consumer		251			347			147
Total	$	19,719		$	26,597		$	19,122
Loans 30-89 days past due to total loans		0.64	%		1.00	%		0.61	%
Loans 90+ days past due and accruing to total loans		0.21	%		0.14	%		0.15	%
Loans 90+ days past due on non-accrual to total loans		1.42	%		1.93	%		1.45	%
Total past due loans to total loans		2.27	%		3.07	%		2.21	%

Potential Problem Loans and Loans in Process of Foreclosure

Potential problem loans consist of classified accruing commercial and commercial real estate loans that were between 30 and 89 days past due. Such loans are characterized by weaknesses in the financial condition of borrowers or collateral deficiencies. Based on historical experience, the credit quality of some of these loans may improve due to changes in collateral values or the financial condition of the borrowers, while the credit quality of other loans may deteriorate, resulting in some amount of loss. At September 30, 2012, there were 8 potential problem loans with a balance of $1.1 million or 0.1% of total loans. This compares to 28 loans with a balance of $4.7 million or 0.5% of total loans at December 31, 2011.

As of September 30, 2012, there were 39 loans in the process of foreclosure with a total balance of $6.2 million. The Bank's foreclosure process begins when a loan becomes 45 days past due at which time a preliminary foreclosure letter is sent to the borrower. If the loan becomes 80 days past due, copies of the promissory note and mortgage deed are forwarded to the Bank's attorney for review and an affidavit for a Motion for Summary Judgment is then prepared. An authorized Bank officer signs the affidavit certifying the validity of the documents and verification of the past due amount which is then forwarded to the court. Once a Motion for Summary Judgment is granted, a Period of Redemption (POR) begins which gives the customer 90 days to cure the default. A foreclosure auction date is then set 30 days from the POR expiration date if the default is not cured.

In October 2011, the Bank conducted a self-audit of its loans in foreclosure and its foreclosure process and found there were no deficiencies or areas to improve. For loans sold to the secondary market on which servicing is retained, the Bank follows Freddie Mac's and Fannie Mae's published guidelines and regularly reviews these guidelines for updates and changes to process. All secondary market loans have been sold without recourse in a non-securitized, one-on-one basis. As a result, the Bank has no liability for these loans in the event of a foreclosure.

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Other Real Estate Owned

Other real estate owned and repossessed assets ("OREO") are comprised of properties or other assets acquired through a foreclosure proceeding, or acceptance of a deed or title in lieu of foreclosure. Real estate acquired through foreclosure is carried at the lower of fair value less estimated cost to sell or the cost of the asset and is not included as part of the allowance for loan loss totals. At September 30, 2012, there were 27 properties owned with a net OREO balance of $5.5 million, net of an allowance for losses of $0.5 million, compared to December 31, 2011 when there were 16 properties owned with a net OREO balance of $4.1 million, net of an allowance for losses of $0.4 million and September 30, 2011 when there were 21 properties owned with a net OREO balance of $6.3 million, net of an allowance for losses of $0.6 million.

The following table presents the composition of other real estate owned:

Dollars in thousands	September 30, 2012		December 31, 2011		September 30, 2011
Carrying Value
Commercial
Real estate	$	-	$	-	$	-
Construction		869		59		59
Other		2,742		1,504		2,747
Municipal		-		-		-
Residential
Term		2,339		2,967		4,106
Construction		-		-		-
Home equity line of credit		-		-		-
Consumer		-		-		-
Total	$	5,950	$	4,530	$	6,912
Related Allowance
Commercial
Real estate	$	-	$	-	$	-
Construction		-		-		-
Other		309		127		142
Municipal		-		-		-
Residential
Term		170		309		460
Construction		-		-		-
Home equity line of credit		-		-		-
Consumer		-		-		-
Total	$	479	$	436	$	602
Net Value
Commercial
Real estate	$	-	$	-	$	-
Construction		869		59		59
Other		2,433		1,377		2,605
Municipal		-		-		-
Residential
Term		2,169		2,658		3,646
Construction		-		-		-
Home equity line of credit		-		-		-
Consumer		-		-		-
Total	$	5,471	$	4,094	$	6,310

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Goodwill

On January 14, 2005, the Company acquired FNB Bankshares of Bar Harbor, Maine, and its subsidiary, The First National Bank of Bar Harbor, which was merged into the Bank. The total value of the transaction was $48.0 million, and all of the voting equity interest of FNB Bankshares was acquired in the transaction. As of December 31, 2011, the Company completed its annual review of goodwill and determined there has been no impairment.

Liquidity Management

As of September 30, 2012, the Bank had primary sources of liquidity of $281.9 million. It is Management's opinion this is adequate. The Bank has an additional $297.4 million in contingent sources of liquidity, including the Federal Reserve Borrower in Custody program, municipal and corporate securities, and correspondent bank lines of credit. The Asset/Liability Committee ("ALCO") establishes guidelines for liquidity in its Asset/Liability policy and monitors internal liquidity measures to manage liquidity exposure. Based on its assessment of the liquidity considerations described above, Management believes the Company's sources of funding will meet anticipated funding needs.

Liquidity is the ability of a financial institution to meet maturing liability obligations and customer loan demand. The Bank's primary source of liquidity is deposits, which funded 70.4% of total average assets in the first nine months of 2012. While the generally preferred funding strategy is to attract and retain low-cost deposits, the ability to do so is affected by competitive interest rates and terms in the marketplace. Other sources of funding include discretionary use of purchased liabilities (e.g., FHLB term advances and other borrowings), cash flows from the securities portfolios and loan repayments. Securities designated as available for sale may also be sold in response to short-term or long-term liquidity needs although Management has no intention to do so at this time.

The Bank has a detailed liquidity funding policy and a contingency funding plan that provide for the prompt and comprehensive response to unexpected demands for liquidity. Management has developed quantitative models to estimate needs for contingent funding that could result from unexpected outflows of funds in excess of "business as usual" cash flows. In Management's estimation, risks are concentrated in two major categories: runoff of in-market deposit balances and the inability to renew wholesale sources of funding. Of the two categories, potential runoff of deposit balances would have the most significant impact on contingent liquidity. Our modeling attempts to quantify deposits at risk over selected time horizons. In addition to these unexpected outflow risks, several other "business as usual" factors enter into the calculation of the adequacy of contingent liquidity including payment proceeds from loans and investment securities, maturing debt obligations and maturing time deposits. The Bank has established collateralized borrowing capacity with the Federal Reserve Bank of Boston and also maintains additional collateralized borrowing capacity with the FHLB in excess of levels used in the ordinary course of business as well as Fed Funds lines with two correspondent banks and availability through the Federal Reserve Bank Borrower in Custody program.

Deposits

During the first nine months of 2012, total deposits increased by $3.2 million or 0.3% from December 31, 2011 levels. Low-cost deposits (demand, NOW, and savings accounts) increased by $43.2 million or 13.8% in the first nine months of 2012, money market deposits decreased $4.2 million or 5.3%, and certificates of deposit decreased $35.8 million or 6.5%. Between September 30, 2011 and September 30, 2012, total deposits decreased by $60.3 million or 6.0%. Low-cost deposits increased by $23.3 million or 7.0%, money market accounts decreased $2.9 million or 3.8%, and certificates of deposit decreased $80.7 million or 13.6%. The majority of the change in certificates of deposit, both year-to-date and year-over-year, was the result from a shift in funding between borrowed funds and certificates of deposit. The increase in low-cost deposits year-over-year is higher than the usual seasonal flow we experience each year in our marketplace.

Borrowed Funds

The Company uses funding from the Federal Home Loan Bank of Boston, the Federal Reserve Bank of Boston and repurchase agreements, enabling it to grow its balance sheet and its revenues. It may also be used to balance seasonal deposit flows or to carry out interest rate risk management strategies, and is increased to replace or supplement other sources of funding, including core deposits and certificates of deposit. During the nine months ended September 30, 2012, borrowed funds increased $39.1 million or 14.7% from December 31, 2011. Between September 30, 2011 and September 30, 2012, borrowed funds increased by $49.1 million or 19.2%. This increase was due to the shift in funding mentioned above.

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Shareholders' Equity

Shareholders' equity as of September 30, 2012 was $156.6 million, compared to $150.9 million as of December 31, 2011 and $150.5 million as of September 30, 2011. The Company's earnings in the first nine months of 2012, net of dividends paid, added to shareholders' equity. The net unrealized gain on available-for-sale securities, presented in accordance with FASB ASC Topic 740 "Investments – Debt and Equity Securities", increased by $2.1 million from December 31, 2011.

A cash dividend of 19.5 cents per share was declared in the third quarter of 2012, equal to the dividend declared in each of the past sixteen quarters. The dividend payout ratio, which is calculated by dividing dividends declared per share by diluted earnings per share, was 64.29% for the first nine months of 2012 compared to 68.82% for the same period in 2011. In determining future dividend payout levels, the Board of Directors carefully analyzes capital requirements and earnings retention, as set forth in the Company's Dividend Policy. The ability of the Company to pay cash dividends to its shareholders depends on receipt of dividends from its subsidiary, the Bank. The subsidiary may pay dividends to its parent out of so much of its net profits as the Bank's directors deem appropriate, subject to the limitation that the total of all dividends declared by the Bank in any calendar year may not exceed the total of its net profits of that year combined with its retained net profits of the preceding two years. The amount available for dividends in 2012 is this year's net income plus $7.0 million.

On November 21, 2008, the Company received approval for a $25 million investment in Fixed Rate Cumulative Perpetual Preferred Stock, Series A, by the U.S. Treasury under the Capital Purchase Program ("the CPP Shares"). The Company completed the CPP investment transaction on January 9, 2009. The CPP Shares call for cumulative dividends at a rate of 5.0% per year for the first five years, and at a rate of 9.0% per year in following years. The CPP Shares qualify as Tier 1 capital on the Company's books for regulatory purposes and rank senior to the Company's common stock and senior or at an equal level in the Company's capital structure to any other shares of preferred stock the Company may issue in the future.

On August 24, 2011, the Company repurchased $12.5 million of the CPP Shares. The repurchase transaction was approved by the Federal Reserve Bank of Boston, the Company's primary regulator, as well as the Bank's primary regulator, the Office of the Comptroller of the Currency. These approvals were based on the Company's and the Bank's continued strong capital ratios after the repayment, and almost all of the repayment was made from retained earnings accumulated since the preferred stock was issued in 2009. After the repurchase, $12.5 million of CPP Shares remains outstanding. The warrant issued in conjunction with the CPP Shares for 225,904 shares of Common Stock at an exercise price of $16.60 per share was unchanged as a result of the repurchase transaction and remains outstanding.

Regulatory leverage capital ratios for the Company were 8.60% and 8.32% at September 30, 2012 and December 31, 2011, respectively. The Company had a tier one risk-based capital ratio of 15.00% and a tier two risk-based capital ratio of 16.25% at September 30, 2012, compared to 14.40% and 15.66%, respectively, at December 31, 2011. These ratios are comfortably above the standards to be rated "well-capitalized" by regulatory authorities – qualifying for lower deposit-insurance premiums.

Off-Balance Sheet Financial Instruments

No material off-balance sheet risk exists that requires a separate liability presentation.

Contractual Obligations

The following table sets forth the contractual obligations of the Company as of September 30, 2012:

Dollars in thousands	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Borrowed funds	$	304,749	$	164,592	$	40,000	$	60,000	$	40,157
Operating leases		496		34		157		136		169
Certificates of deposit		513,416		292,598		188,494		32,324		-
Total	$	818,661	$	457,224	$	228,651	$	92,460	$	40,326
Total loan commitments and unused lines of credit	$	109,226	$	109,226	$	-	$	-	$	-

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Item 3 – Quantitative and Qualitative Disclosures About Market Risk

Market-Risk Management

Market risk is the risk of loss arising from adverse changes in the fair value of financial instruments due to changes in interest rates. The First Bancorp, Inc.'s market risk is composed primarily of interest rate risk. The Bank's Asset/Liability Committee (ALCO) is responsible for reviewing the interest rate sensitivity position of the Company and establishing policies to monitor and limit exposure to interest rate risk. All guidelines and policies established by ALCO have been approved by the Board of Directors.

Asset/Liability Management

The primary goal of asset/liability management is to maximize net interest income within the interest rate risk limits set by ALCO. Interest rate risk is monitored through the use of two complementary measures: static gap analysis and earnings simulation modeling. While each measurement has limitations, taken together they represent a reasonably comprehensive view of the magnitude of interest rate risk in the Company, the level of risk through time, and the amount of exposure to changes in certain interest rate relationships.

Static gap analysis measures the amount of repricing risk embedded in the balance sheet at a point in time. It does so by comparing the differences in the repricing characteristics of assets and liabilities. A gap is defined as the difference between the principal amount of assets and liabilities that reprice within a specified time period. The Company's cumulative one-year gap at September 30, 2012 was +17.44% of total assets compared to +1.55% of total assets at December 31, 2011. Core deposits with non-contractual maturities are presented based upon historical patterns of balance attrition and pricing behavior, which are reviewed at least annually.

The gap repricing distributions include principal cash flows from residential mortgage loans and mortgage-backed securities in the time frames in which they are expected to be received. Mortgage prepayments are estimated by applying industry median projections of prepayment speeds to portfolio segments based on coupon range and loan age.

A summary of the Company's static gap, as of September 30, 2012, is presented in the following table:

		0-90			90-365			1-5			5+
Dollars in thousands	Days			Days			Years			Years
Investment securities at amortized cost	$	34,057		$	120,713		$	135,011		$	149,778
Federal Home Loan Bank and Federal Reserve Bank Stock		13,412			-			-			1,036
Loans held for sale		-			-			-			-
Loans		443,940			157,325			213,463			55,143
Other interest-earning assets		-			10,435			-			-
Non-rate-sensitive assets		9,175			-			-			79,828
Total assets		500,584			288,473			348,474			285,785
Interest-bearing deposits		239,554			129,077			220,953			265,463
Borrowed funds		164,592			-			100,000			40,157
Non-rate-sensitive liabilities and equity		1,900			5,700			32,350			223,570
Total liabilities and equity		406,046			134,777			353,303			529,190
Period gap	$	94,538		$	153,696		$	(4,829	)	$	(243,405	)
Percent of total assets		6.64	%		10.80	%		-0.34	%		-17.10	%
Cumulative gap (current)	$	94,538		$	248,234		$	243,405		$	-
Percent of total assets		6.64	%		17.44	%		17.10	%		0.00	%

The earnings simulation model forecasts capture the impact of changing interest rates on one-year and two-year net interest income. The modeling process calculates changes in interest income received and interest expense paid on all interest-earning assets and interest-bearing liabilities reflected on the Company's balance sheet. None of the assets used in the simulation are held for trading purposes. The modeling is done for a variety of scenarios that incorporate changes in the absolute level of interest rates as well as basis risk, as represented by changes in the shape of the yield curve and changes in interest rate relationships. Management evaluates the effects on income of alternative interest rate

Page 62

scenarios against earnings in a stable interest rate environment. This analysis is also most useful in determining the short-run earnings exposures to changes in customer behavior involving loan payments and deposit additions and withdrawals.

The Company's most recent simulation model projects net interest income would decrease by approximately 1.09% of stable-rate net interest income if short-term rates affected by Federal Open Market Committee actions fall gradually by one percentage point over the next year, and increase by approximately 1.05% if rates rise gradually by two percentage points. Both scenarios are well within ALCO's policy limit of a decrease in net interest income of no more than 10.0% given a 2.0% move in interest rates, up or down. Management believes this reflects a reasonable interest rate risk position. In year two, and assuming no additional movement in rates, the model forecasts that net interest income would be lower than that earned in a stable rate environment by 7.10% in a falling-rate scenario, and higher than that earned in a stable rate environment by 0.62% in a rising rate scenario, when compared to the year-one base scenario. A summary of the Bank's interest rate risk simulation modeling, as of September 30, 2012 and December 31, 2011 is presented in the following table:

Changes in Net Interest Income	September 30, 2012	December 31, 2011
Year 1
Projected change if rates decrease by 1.0%	-1.09%	-0.80%
Projected change if rates increase by 2.0%	1.05%	-0.40%
Year 2
Projected change if rates decrease by 1.0%	-7.10%	-7.60%
Projected change if rates increase by 2.0%	0.62%	-1.00%

This dynamic simulation model includes assumptions about how the balance sheet is likely to evolve through time and in different interest rate environments. Loans and deposits are projected to maintain stable balances. All maturities, calls and prepayments in the securities portfolio are assumed to be reinvested in similar assets. Mortgage loan prepayment assumptions are developed from industry median estimates of prepayment speeds for portfolios with similar coupon ranges and seasoning. Non-contractual deposit volatility and pricing are assumed to follow historical patterns. The sensitivities of key assumptions are analyzed annually and reviewed by ALCO.

This sensitivity analysis does not represent a Company forecast and should not be relied upon as being indicative of expected operating results. These hypothetical estimates are based upon numerous assumptions including, among others, the nature and timing of interest rate levels, yield curve shape, prepayments on loans and securities, pricing decisions on loans and deposits, and reinvestment/ replacement of asset and liability cash flows. While assumptions are developed based upon current economic and local market conditions, the Company cannot make any assurances as to the predictive ability of these assumptions, including how customer preferences or competitor influences might change.

Interest Rate Risk Management

A variety of financial instruments can be used to manage interest rate sensitivity. These may include investment securities, interest rate swaps, and interest rate caps and floors. Frequently called interest rate derivatives, interest rate swaps, caps and floors have characteristics similar to securities but possess the advantages of customization of the risk-reward profile of the instrument, minimization of balance sheet leverage and improvement of liquidity. As of September 30, 2012, the Company was using no interest rate derivatives for interest rate risk management.

The Company engages an independent consultant to periodically review its interest rate risk position, as well as the effectiveness of simulation modeling and reasonableness of assumptions used. As of September 30, 2012, there were no significant differences between the views of the independent consultant and Management regarding the Company's interest rate risk exposure. As a result of recent statements made by the Federal Open Market Committee, Management expects interest rates will remain stable in the next ten-to-twelve quarters and believes that the current level of interest rate risk is acceptable.

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Item 4: Controls and Procedures

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as of September 30, 2012, the end of the quarter covered by this report, the Company carried out an evaluation under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. In designing and evaluating the Company's disclosure controls and procedures, the Company and its management recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and the Company's management necessarily was required to apply its judgment in evaluating and implementing possible controls and procedures. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective at the reasonable assurance level to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. There was no change in the Company's internal control over financial reporting that occurred during the quarter ended September 30, 2012 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. The Company reviews its disclosure controls and procedures, which may include its internal controls over financial reporting on an ongoing basis, and may from time to time make changes aimed at enhancing their effectiveness and to ensure that the Company's systems evolve with its business.

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Part II – Other Information

Item 1 – Legal Proceedings

The Company was not involved in any legal proceedings requiring disclosure under Item 103 of Regulation S-K during the reporting period.

Item 1A – Risk Factors

There have been no material changes from the risk factors previously disclosed in the Company's Form 10-K for the year ended December 31, 2011.

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds

a. None

b. None

c. None

Item 3 – Default Upon Senior Securities

None.

Item 4 – Other Information

A. None.

B. None.

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Item 5 – Exhibits

Exhibit 2.1 Agreement and Plan of Merger With FNB Bankshares Dated August 25, 2004, incorporated by reference to Exhibit 2.1 to the Company's Form 8-K dated August 25, 2004, filed under item 1.01 on August 27, 2004.

Exhibit 3.1 Conformed Copy of the Registrant's Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company's Form 8-K filed under item 5.03 on October 7, 2004).

Exhibit 3.2 Amendment to the Registrant's Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company's Form 8-K filed under item 5.03 on May 1, 2008).

Exhibit 3.3 Amendment to the Registrant's Articles of Incorporation (incorporated by reference to the Definitive Proxy Statement for the Company's 2008 Annual Meeting filed on March 14, 2008).

Exhibit 3.4 Amendment to the Registrant's Articles of Incorporation authorizing issuance of preferred stock (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on December 29, 2008).

Exhibit 3.5 Conformed Copy of the Company's Bylaws (incorporated by reference to Exhibit 3.1 to the Company's Form 8-K filed under item 5.03 on October 31, 2012).

Exhibit 10.2(a) Specimen Employment Continuity Agreement entered into with Mr. McKim, incorporated by reference to Exhibit 10.2(a) to the Company's Form 8-K filed under item 1.01 on January 14, 2005.

Exhibit 10.2(b) Specimen Amendment to Employment Continuity Agreement entered into with Mr. McKim, incorporated by reference to Exhibit 10.2(b) to the Company's Form 8-K filed under item 1.01 on January 14, 2005.

Exhibit 10.2(c) Specimen Amendment to Employment Continuity Agreement entered into with Mr. McKim, incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed under item 1.01 on January 31, 2006.

Exhibit 10.3(a) Specimen Split Dollar Agreement entered into with Mr. McKim with a death benefit of $250,000. Incorporated by reference to Exhibit 10.3(a) to the Company's Form 8-K filed under item 1.01 on January 14, 2005.

Exhibit 10.3(b) Specimen Amendment to Split Dollar Agreement entered into with Mr. McKim, incorporated by reference to Exhibit 10.3(b) to the Company's Form 8-K filed under item 1.01 on January 14, 2005.

Exhibit 10.4 Specimen Amendment to Supplemental Executive Retirement Plan entered into with Messrs. Daigneault and Ward changing the normal retirement age to receive the full benefit under the Plan from age 65 to age 63, incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed under item 1.01 on December 30, 2008.

Exhibit 10.5 Purchase and Assumption Agreement between the Bank and Camden National Bank for the purchase of a bank branch, loans and deposits at 63 Union Street in Rockland, Maine, attached as Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q filed on August 9, 2012.

Exhibit 10.6 Purchase and Sale Agreement between the Bank and Camden National Bank for the purchase of a bank building at 145 Exchange Street in Bangor, Maine, attached as Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q filed on August 9, 2012.

Exhibit 14.1 Code of Ethics for Senior Financial Officers, adopted by the Board of Directors on September 19, 2003. Incorporated by reference to Exhibit 14.1 to the Company's Annual Report on Form 10-K filed on March 15, 2006.

Exhibit 14.2 Code of Business Conduct and Ethics, adopted by the Board of Directors on April 15, 2004. Incorporated by reference to Exhibit 14.2 to the Company's Annual Report on Form 10-K filed on March 15, 2006.

Exhibit 31.1 Certification of Chief Executive Officer Pursuant to Rule 13A-14(A) of The Securities Exchange Act of 1934

Exhibit 31.2 Certification of Chief Financial Officer Pursuant to Rule 13A-14(A) of The Securities Exchange Act of 1934

Exhibit 32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002

Exhibit 32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002

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Exhibit 101.INS XBRL Instance Document

Exhibit 101.SCH XBRL Taxonomy Extension Schema Document

Exhibit 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document

Exhibit 101.LAB XBRL Taxonomy Extension Label Linkbase Document

Exhibit 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

Exhibit 101.DEF XBRL Taxonomy Extension Definitions Linkbase

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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.

THE FIRST BANCORP, INC.

/s/ Daniel R. Daigneault

Daniel R. Daigneault

President & Chief Executive Officer

Date: November 9, 2012

/s/ F. Stephen Ward

F. Stephen Ward

Executive Vice President & Chief Financial Officer

Date: November 9, 2012

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