Wellesley Bancorp, Inc. (Form: 10-Q, Received: 05/11/2012 16:03:36)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark one)

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

For the quarterly period ended March 31, 2012

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

For the transition period from ______________ to _____________

Commission file number: 001-35352

WELLESLEY BANCORP, INC.

(Exact name of registrant as specified in its charter)

Maryland		45-3219901
(State or other jurisdiction of incorporation or		(I.R.S. Employer Identification No.)
organization)

40 Central Street, Wellesley, Massachusetts		02482
(Address of principal executive offices)		(Zip Code)

(781) 235-2550

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

	Large accelerated filer ____		Accelerated filer ____
	Non-accelerated filer ____		Smaller reporting company X
	(Do not check if a smaller reporting company)

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

As of May 1, 2012, there were 2,407,151 shares of the registrant’s common stock outstanding.

WELLESLEY BANCORP, INC.

Table of Contents

		Page No.
Part I. Financial Information

Item 1.	Financial Statements (Unaudited)

	Consolidated Balance Sheets as of March 31, 2012 and December 31, 2011	1

	Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three Months Ended March 31, 2012 and 2011	2

	Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2012 and 2011	3

	Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2012 and 2011	4

	Notes to Consolidated Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29

Item 4.	Controls and Procedures	30

Part II. Other Information

Item 1.	Legal Proceedings	31

Item 1A.	Risk Factors	31

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31

Item 3.	Defaults Upon Senior Securities	32

Item 4.	Mine Safety Disclosures	32

Item 5.	Other Information	32

Item 6.	Exhibits	32

Signatures

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

CONSOLIDATED BALANCE SHEETS

	March 31, 2012			December 31, 2011
	(In thousands)
Assets

Cash and due from banks	$	4,537		$	3,882
Short-term investments		24,087			29,642
Total cash and cash equivalents		28,624			33,524

Certificates of deposit		600			100
Securities av ailable for sale, at fair value		41,905			36,088
Federal Home Loan Bank of Boston stock, at cost		1,714			1,930

Loans		234,083			225,229
Less allowance for loan losses		(3,456	)		(3,396	)
Loans, net		230,627			221,833

Bank-owned life insurance		4,244			4,208
Premises and equipment, net		1,973			1,168
Accrued interest receivable		970			911
Net deferred tax asset		1,965			1,236
Prepaid FDIC assessment		539			589
Other assets		1,035			1,561

Total assets	$	314,196		$	303,148

Liabilities and Stockholders’ Equity

Deposits:
Noninterest-bearing	$	34,956		$	31,017
Interest-bearing		214,662			214,229
		249,618			245,246
Short-term borrowings		7,070			7,059
Long-term debt		13,500			7,500
Stock subscriptions		¾			19,666
Accrued expenses and other liabilities		871			946
Total liabilities		271,059			280,417

Commitments and contingencies

Stockholders' equity:
Preferred stock, $0.01 par value; 1,000,000 shares authorized, none issued		—			—
Common stock, $0.01 par value; 14,000,000 shares authorized, 2,407,151 shares issued at March 31, 2012; none issued December 31, 2011		24			—
Additional paid-in capital		22,791			—
Retained earnings		21,551			22,104
Accumulated other comprehensive income		675			627
Unearned compensation – ESOP		(1,904	)		—
Total stockholders' equity		43,137			22,731

Total liabilities and stockholders' equity	$	314,196		$	303,148

See accompanying notes to consolidated financial statements.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

	Three Months Ended March 31,
	2012			2011

	(In thousands)
Interest and dividend income:
Interest and fees on loans	$	3,116		$	3,041
Debt securities:
Taxable		183			136
Tax-exempt		69			48
Interest on short-term investments and certificates of deposit		15			19
Dividends on FHLB stock		2			1
Total interest and dividend income		3,385			3,245

Interest expense:
Deposits		525			566
Short-term borrowings		21			20
Long-term debt		71			137
Total interest expense		617			723

Net interest income		2,768			2,522
Provision for loan losses		150			300

Net interest income, after provision for loan losses		2,618			2,222

Noninterest income:
Customer service fees		27			32
Income on bank-owned life insurance		36			36
Wealth management fees		43			25
Miscellaneous		11			12
Total noninterest income		117			105

Noninterest expenses:
Salaries and employee benefits		1,100			942
Occupancy and equipment		286			198
Data processing		116			95
FDIC insurance		55			92
Contributions		1,800			8
Ot her general and administrative		355			219
Total noninterest expenses		3,712			1,554

Income (loss) before income taxes		(977	)		773

Provision (benefit) for income taxes		(424	)		281
Net income (loss)		(553	)		492
Other comprehensive income:
Unrealized holding gains (losses) on available-for-sale securities		74			(56	)
Tax effect		(26	)		17
Total other comprehensive income (loss)		48			(39	)
Comprehensive income (loss)	$	(505	)	$	453

See accompanying notes to consolidated financial statements.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

	Common Stock				Additional Paid-in		Retained			Accumulated Other Comprehensive			Unearned Compensation			Total Stockholders’
	Shares		Amount		Capital		Earnings			Income			ESOP			Equity
	(Dollars in thousands)

Balance at December 31, 2010		—	$	—	$	—	$	20,099		$	309		$	—		$	20,408
Net income		—		—		—		492			—			—			492
Other comprehensive loss		—		—		—		—			(39	)		—			(39	)
Balance at March 31, 2011		—	$	—	$	—	$	20,591		$	270		$	—		$	20,861

Balance at December 31, 2011		—	$	—	$	—	$	22,104		$	627		$	—		$	22,731

Net loss		—		—		—		(553	)		—			—			(553	)
Other comprehensive income		—		—		—		—			48			—			48
Issuance of common stock for initial public offering, net of expenses of $1,260		2,249,674		22		21,214		—			—			—			21,236
Issuance of common stock to the Wellesley Bank Charitable Foundation		157,477		2		1,573		—			—			—			1,575
Stock purchased by the ESOP		—		—		—		—			—			(1,926	)		(1,926	)
ESOP shares committed to be allocated (2,140)		—		—		4		—			—			22			26

Balance at March 31, 2012		2,407,151	$	24	$	22,791	$	21,551		$	675		$	(1,904	)	$	43,137

See accompanying notes to consolidated financial statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Three Months Ended March 31,
	2012			2011
	(In thousands)
Cash flows from operating activities:
Net (loss) income	$	(553	)	$	492
Adjustments to reconcile net (loss) income to net cash provided (used) by operating activities:
Provision for loan losses		150			300
Depreciation and amortization		54			50
Net amortization of securities		73			36
Accretion of net deferred loan fees		(94	)		(94	)
Income on bank-owned life insurance		(36	)		(36	)
Deferred income tax provision (benefit)		(755	)		361
Issuance of common stock to Wellesley Bank Charitable Foundation		1,575			—
ESOP expense		26			—
Net change in:
Accrued interest receivable		(59	)		4
Other assets		526			(214	)
Prepaid FDIC assessment		50			90
Accrued expenses and other liabilities		(75	)		148
Net cash provided by operating activities		882			1,137

Cash flows from investing activities:
Activity in certificates of deposit:
Maturities		—			1,742
Purchases		(500	)		—
Activity in securities available for sale:
Maturities, prepayments and calls		1,135			1,694
Purchases		(6,951	)		(2,218	)
Redemption of Federal Home Loan Bank Stock		216			—
Loan originations, net		(8,850	)		(4,474	)
Additions to premises and equipment		(859	)		(45	)
Net cash used by investing activities		(15,809	)		(3,301	)

Cash flows from financing activities:
Net increase in deposits		4,372			3,050
Proceeds from long-term debt		6,000			—
Increase in short-term borrowings		11			921
Conversion of stock subscriptions to common stock		(19,666	)		—
Net proceeds from the issuance of common stock		21,236			—
Acquisition of common stock by ESOP		(1,926	)		—
Net cash provided by financing activities		10,027			3,971

Net change in cash and cash equivalents		(4,900	)		1,807

Cash and cash equivalents at beginning period		33,524			18,397
Cash and cash equivalents at end of period	$	28,624		$	20,204

Supplementary information:
Interest paid	$	620		$	724
Income taxes paid		225			200

See accompanying notes to consolidated financial statements.

WELLESLEY BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - STOCK CONVERSION

On July 20, 2011, the Board of Directors of Wellesley Bank (the “Bank”) adopted a Plan of Conversion (the “Plan”) whereby the Bank would convert from a Massachusetts mutual cooperative bank to a Massachusetts stock cooperative bank and become a wholly-owned subsidiary of a Maryland-chartered stock corporation, Wellesley Bancorp, Inc. (the “Company”). The Company would offer stock on a priority basis to qualifying depositors, tax-qualified employee plans, and employees, officers and directors of the Bank (the “Conversion”).

At December 31, 2011, stock subscriptions received aggregated $19,666,000 and were included in liabilities in the accompanying consolidated balance sheet. Conversion costs were deferred and subsequently reduced the proceeds from the shares sold in the Conversion. At March 31, 2012, conversion costs amounting to $1,260,000 are reflected as a reduction of the offering proceeds in the accompanying consolidated statement of changes in stockholders’ equity.

On January 25, 2012, the Conversion was completed and the Company became the parent holding company for the Bank. A total of 2,249,674 shares of the Company common stock were issued, including those issued to our employee stock ownership plan, at $10.00 per share through which the Company received net offering proceeds of $21.2 million. Additionally, the Company contributed $225,000 in cash and 157,477 shares of common stock to the Wellesley Bank Charitable Foundation. The total number of shares of common stock outstanding upon completion of the Conversion was 2,407,151 shares. All eligible subscribers and community members who properly completed and timely submitted a stock order form were allocated the number of shares of common stock requested in their stock order form.

As part of the Conversion, the Bank established a liquidation account in an amount equal to the net worth of the Bank as of the date of the latest consolidated balance sheet appearing in the final prospectus distributed in connection with the Conversion, or $22,148,000. The liquidation account will be maintained for the benefit of eligible account holders and supplemental eligible account holders who maintain their accounts at the Bank after the Conversion. The liquidation account will be reduced annually to the extent that such account holders have reduced their qualifying deposits as of each anniversary date. Subsequent increases will not restore an account holder’s interest in the liquidation account. In the event of a complete liquidation, each eligible account holder will be entitled to receive balances for accounts then held.

NOTE 2 - BASIS OF PRESENTATION AND CONSOLIDATION

The accompanying unaudited interim consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary; the Bank, the principal operating entity, and its wholly-owned subsidiaries; Wellesley Securities Corporation, which engages in the business of buying, selling and dealing in securities exclusively on its own behalf; Wellesley Investment Partners, LLC, formed for the purpose of providing investment management services for individuals, not-for-profit entities and businesses; and Central Linden, LLC, formed for the purpose of holding, managing and selling foreclosed real estate. All significant intercompany balances and transactions have been eliminated in consolidation. These financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information, and with the instructions to Form 10-Q and Regulation S-X. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements.

In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. The accompanying consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s 2011 Annual Report on Form 10-K. The results for the three months ended March 31, 2012 are not necessarily indicative of the results that may be expected for the year ending December 31, 2012.

Earnings per share is not presented herein as common shares have not been outstanding during the entire three months ended March 31, 2012. At March 31, 2012, there are no common stock equivalents.

NOTE 3 - COMPREHENSIVE INCOME (LOSS)

Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income. Although certain changes in assets and liabilities, such as unrealized gains and losses on available-for-sale securities, are reported as a separate component of the stockholders’ equity section of the consolidated balance sheets, such items, along with net income, are components of comprehensive income/loss.

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

	March 31,			December 31,
	2012			2011
	(In thousands)
Unrealized holding gains on securities available for sale	$	1,109		$	1,035
Tax effect		(434	)		(408	)
Net-of tax amount	$	675		$	627

NOTE 4 - RECENT ACCOUNTING PRONOUNCEMENTS

In May 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 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 and expands the disclosures pertaining to unobservable inputs used in Level 3 fair value measurements. The guidance also requires, for public companies, disclosure of the level within the fair value hierarchy for assets and liabilities not measured at fair value in the statement of financial position but for which the fair value is disclosed. The amendments in this ASU are to be applied prospectively. This guidance was adopted by the Company on January 1, 2012 and relevant additional disclosures have been provided in Note 7 to the accompanying consolidated financial statements.

In June 2011, the FASB issued ASU 2011-5, Comprehensive Income (Topic 220), Presentation of Comprehensive Income. This ASU provides an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. This guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity. For public entities, this guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. In December 2011, the FASB issued ASU 2011-12 to effectively defer only those changes in ASU 2011-05 that relate to presentation of reclassification adjustments out of accumulated other comprehensive income. The Company adopted this guidance on January 1, 2012 and has elected to present a single continuous statement of comprehensive income herein.

On January 1, 2012, the Company adopted the FASB ASU 2011-03, Transfers and Servicing (Topic 860), Reconsideration of Effective Control for Repurchase Agreements . This Update provides additional guidance which affects all entities that enter into agreements to transfer financial assets that both entitle and obligate the tranferor to repurchase or redeem the financial assets before their maturity. The amendment removes from the assessment of effective control (1) the criterion requiring the transferor to have the ability to repurchase or redeem the financial assets on substantially the agreed terms, even in the event of default by the transferee, and (2) the collateral maintenance implementation guidance related to that criterion. Adopting the Update did not have a significant impact on the Company’s consolidated financial statements.

NOTE 5 – SECURITIES AVAILABLE FOR SALE

The amortized cost and fair value of securities available for sale, with gross unrealized gains and losses, follows:

	March 31, 2012
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value


	(In thousands)

Residential mortgage-backed securities:
Government National Mortgage Association	$	10,342	$	286	$	(1	)	$	10,627
Government-sponsored enterprises		13,049		264		(12	)		13,301
SBA asset-backed securities		2,351		115		(1	)		2,465
State and municipal bonds		7,807		401		(1	)		8,207
Government-sponsored enterprise obligations		2,335		20		—			2,355
Corporate bonds		4,912		44		(6	)		4,950

	$	40,796	$	1,130	$	(21	)	$	41,905

	December 31, 2011
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value


	(In thousands)

Residential mortgage-backed securities:
Government National Mortgage Association	$	10,861	$	268	$	( 3	)	$	11,126
Government-sponsored enterprises		10,627		246		(7	)		10,866
SBA asset-backed securities		2,402		106		(1	)		2,507
State and municipal bonds		7,815		431		—			8,246
Government-sponsored enterprise obligations		2,349		20		(5	)		2,364
Corporate bonds		999		7		(27	)		979

	$	35,053	$	1,078	$	(43	)	$	36,088

The amortized cost and fair value of debt securities by contractual maturity at March 31, 2012 are as follows. Expected maturities may differ from contractual maturities because the issuer, in certain instances, has the right to call or prepay obligations with or without call or prepayment penalties.

	March 31, 2012				December 31, 2011
	Amortized		Fair		Amortized		Fair
	Cost		Value		Cost		Value
	(In thousands)

Within 1 year	$	100	$	100	$	100	$	101
After 1 year to 5 years		8,001		8,147		3,582		3,670
After 5 years to 10 years		2,139		2,249		1,950		2,040
After 10 years		4,814		5,016		5,531		5,778
		15,054		15,512		11,163		11,589
Mortgage- and asset-backed securities		25,742		26,393		23,890		24,499

	$	40,796	$	41,905	$	35,053	$	36,088

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

	Less Than Twelve Months				Over Twelve Months
	Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value


March 31, 2012	(In thousands)

Residential mortgage-backed securities:
Government National Mortgage Association	$	—	$	—	$	1	$	50
Government-sponsored enterprises		12		3,290		—		—
SBA asset-backed securities		1		241		—		—
State and municipal bonds		1		191		—		—
Corporate bonds		6		1,449		—		—

	$	20	$	5,171	$	1	$	50

December 31, 2011

Residential mortgage-backed securities:
Government National Mortgage Association	$	2	$	519	$	1	$	50
Government-sponsored enterprises		7		2,201		—		—
SBA asset-backed securities		—		—		1		249
Government-sponsored enterprise obligations		5		1,976		—		—
Corporate bonds		27		542		—		—

	$	41	$	5,238	$	2	$	299

NOTE 6 – LOANS AND ALLOWANCE FOR LOAN LOSSES

A summary of the balances of loans is as follows:

	March 31,			December 31,
	2012			2011
	(In thousands)
Real estate loans:
Residential – fixed	$	14,011		$	16,400
Residential – variable		69,911			63,826
Commercial		72,980			71,880
Construction		43,054			39,267
		199,956			191,373

Commercial loans:
Secured		12,352			12,224
Unsecured		1,007			1,038
		13,359			13,262

Consumer loans:
Home equity lines of credit		20,649			20,463
Other		501			512
		21,150			20,975

Total loans		234,465			225,610

Less:
Allowance for loan losses		(3,456	)		(3,396	)
Net deferred origination fees		(382	)		(381	)

Loans, net	$	230,627		$	221,833

The following table summarizes the changes in the allowance for loan losses by portfolio segment for the three months ended March 31, 2012 and 2011:

	Residential Real Estate			Commercial Real Estate		Construction		Commercial			Home Equity		Other Consumer			Unallocated			Total
	(In thousands)
Three Months Ended March 31, 2012

Allowance at December 31, 2011	$	626		$	988	$	1,119	$	382		$	153	$	16		$	112		$	3,396

Provision (credit) for loan losses		60			22		90		86			1		(2	)		(107	)		150
Loans charged off		—			—		—		(90	)		—		—			—			(90	)


Allowance at March 31, 2012	$	686		$	1,010	$	1,209	$	378		$	154	$	14		$	5		$	3,456

Three Months Ended March 31, 2011

Allowance at December 31, 2010	$	319		$	356	$	1,258	$	384		$	84	$	16		$	273		$	2,690

Provision (credit) for loan losses		193			92		19		85			4		2			(95	)		300
Loans charged off		(61	)		—		—		—			—		—			—			(61	)


Allowance at March 31, 2011	$	451		$	448	$	1,277	$	469		$	88	$	18		$	178		$	2,929

Further information pertaining to the allowance for loan losses at March 31, 2012 and December 31, 2011 is as follows:

	Residential Real Estate		Commercial Real Estate		Construction		Commercial		Home Equity		Other Consumer		Unallocated		Total
	(In thousands)
March 31, 2012

Allowance related to loans individually evaluated and deemed to be impaired	$	—	$	137	$	412	$	—	$	—	$	—	$	—	$	549

Allowance related to loans individually evaluated and not deemed impaired, and those collectively evaluated for impairment		686		873		797		378		154		14		5		2,907

Total allowance	$	686	$	1,010	$	1,209	$	378	$	154	$	14	$	5	$	3,456

Impaired loan balances individually evaluated and deemed to be impaired	$	1,305	$	253	$	3,050	$	—	$	112	$	—	$	—	$	4,720

Loan balances individually evaluated and not deemed impaired, and those collectively evaluated for impairment		82,617		72,727		40,004		13,359		20,537		501		—		229,745

Total loans	$	83,922	$	72,980	$	43,054	$	13,359	$	20,649	$	501	$	—	$	234,465


	Residential Real Estate		Commercial Real Estate		Construction		Commercial		Home Equity		Other Consumer		Unallocated		Total
	(In thousands)
December 31, 2011

Allowance related to loans individually evaluated and deemed to be impaired	$	—	$	142	$	437	$	41	$	—	$	—	$	—	$	620

Allowance related to loans individually evaluated and not deemed impaired, and those collectively evaluated for impairment		626		846		682		341		153		16		112		2,776

Total allowance	$	626	$	988	$	1,119	$	382	$	153	$	16	$	112	$	3,396

Impaired loan balances individually evaluated and deemed to be impaired	$	2,525	$	1,356	$	3,146	$	163	$	16	$	—	$	—	$	7,206

Loan balances individually evaluated and not deemed impaired, and those collectively evaluated for impairment		77,701		70,524		36,121		13,099		20,447		512		—		218,404

Total loans	$	80,226	$	71,880	$	39,267	$	13,262	$	20,463	$	512	$	—	$	225,610

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

	30-59 Days Past Due		60-89 Days Past Due		Past Due 90 Days or More		Total Past Due		Past Due 90 Days or More and Still Accruing		Non-accrual Loans
	(In thousands)
March 31, 2012

Residential real estate	$	428	$	—	$	1,305	$	1,733	$	—	$	1,305
Commercial real estate		253		—		—		253		—		253
Construction		—		—		—		—		—		3,050
Commercial		—		—		—		—		—		—
Consumer:
Home equity lines of credit		—		—		13		13		—		13
Other consumer		—		—		8		8		—		8
Total	$	681	$	—	$	1,326	$	2,007	$	—	$	4,629

	30-59 Days Past Due		60-89 Days Past Due		Past Due 90 Days or More		Total Past Due		Past Due 90 Days or More and Still Accruing		Non-accrual Loans
	(In thousands)
December 31, 2011

Residential real estate	$	168	$	446	$	1,085	$	1,699	$	—	$	2,304
Commercial real estate		—		—		213		213		—		1,356
Construction		—		—		—		—		—		3,145
Commercial		—		—		—		—		—		73
Consumer:
Home equity lines of credit		288		—		17		305		—		17

Total	$	456	$	446	$	1,315	$	2,217	$	—	$	6,895

The following is a summary of impaired loans at March 31, 2012 and December 31, 2011:

	March 31, 2012						December 31, 2011
	Recorded Investment		Unpaid Principal Balance		Related Allowance		Recorded Investment		Unpaid Principal Balance		Related Allowance

	(In thousands)

Impaired loans without a valuation allowance:
Residential real estate	$	1,305	$	1,305	$	—	$	2,525	$	2,525	$	—
Commercial real estate		—		—		—		261		261		—
Home equity lines of credit		112		112		—		17		17		—
Total		1,417		1,417		—		2,803		2,803		—

Impaired loans with a valuation allowance:
Residential real estate		—		—		—		—		—		—
Commercial real estate		253		253		137		1,095		1,095		142
Construction		3,050		3,050		412		3,145		3,145		437
Commercial		—		—		—		163		163		41
Total		3,303		3,303		549		4,403		4,403		620

Total impaired loans	$	4,720	$	4,720	$	549	$	7,206	$	7,206	$	620

Further information pertaining to impaired loans follows:

	Three Months Ended March 31, 2012
	Average Recorded Investment		Interest Income Recognized		Interest Income Recognized on Cash Basis



	(In thousands)

Residential real estate	$	2,219	$	39	$	39
Commercial real estate		857		32		32
Construction		2,670		39		39
Commercial		10		2		2
Home equity lines of credit		39		—		—

Total	$	5,795	$	112	$	112

	Three Months Ended March 31, 2011
	Average Recorded Investment		Interest Income Recognized		Interest Income Recognized on Cash Basis



	(In thousands)

Residential real estate	$	1,731	$	14	$	14
Commercial real estate		1,088		11		11
Construction		432		—		—
Commercial		160		1		1
Total	$	3,411	$	26	$	26

No additional funds are committed to be advanced in connection with impaired loans.

The following is a summary of troubled debt restructurings for the three months ended March 31, 2012:

	Number of Contracts	Pre-Modification Outstanding Recorded Investment	Post-Modification Outstanding Recorded Investment
	(Dollars in thousands)

Commercial Real Estate	2	$257	$257

Monthly payment terms were modified on two commercial real estate loans to one borrower to reduce required payments to $500 per month on each loan. These loans are currently on non-accrual and are in a principal only collection status. Reserves for expected uncollectable principal totaling $137,000 have been established and are a component of specific reserves in the allowance for loan losses of March 31, 2012.

There were no troubled debt restructurings that defaulted during the three months ended March 31, 2012, and for which the default was within on year of the restructure date.

Credit Quality Information

The Company utilizes an eleven-grade internal loan rating system for commercial real estate, construction and commercial loans as follows:

Loans rated 1 – 31: Loans in these categories are considered “pass” rated loans with low to average risk.

Loans rated 4: Loans in this category are considered “special mention.” These loans are starting to show signs of potential weakness and are being closely monitored by management.

Loans rated 5: Loans in this category are considered “substandard.” Generally, a loan is considered substandard if it is inadequately protected by the current net worth and paying capacity of the obligors and/or the collateral pledged. There is a distinct possibility that the Company will sustain some loss if the weakness is not corrected.

Loans rated 6: Loans in this category are considered “doubtful.” Loans classified as doubtful have all the weaknesses inherent in those classified substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, highly questionable and improbable.

Loans rated 7: Loans in this category are considered uncollectible (“loss”) and of such little value that their continuance as loans is not warranted.

Category 8: Loans in this category only include commercial loans under $25,000 with no other outstandings or relationships with the Company. They are not rated in accordance with regulatory guidelines.

Category 9: Loans in this category include loans which otherwise require rating but which have not been rated, or loans for which the Company’s loan policy does not require rating.

Category 10: Loans in this category include credit commitments/relationships that cannot be rated due to a lack of financial information or inaccurate financial information. If, within 60 days of the assignment of a 10 rating, information is still not available to allow a standard rating, the credit will be rated 5.

On an annual basis, or more often if needed, the Company formally reviews the ratings on all commercial real estate, construction and commercial loans. During each calendar year, the Company engages an independent third party to review a significant portion of loans within these segments. Management uses the results of these reviews as part of its annual review process. On a monthly basis, the Company reviews the residential real estate and consumer loan portfolio for credit quality primarily through the use of delinquency reports.

The following table presents the Company’s loans by risk rating

	March 31, 2012								December 31, 2011
	Commercial Real Estate		Construction		Commercial		Total		Commercial Real Estate		Construction		Commercial		Total
	(In thousands)

Loans rated 1 – 31	$	69,345	$	40,004	$	11,646	$	120,995	$	67,579	$	36,121	$	11,741	$	115,441
Loans rated 4		3,523		—		1,571		5,094		2,945		—		1,448		4,393
Loans rated 5		—		3,050		—		3,050		1,095		3,146		—		4,241
Loans rated 6		112		—		142		254		261		—		73		334
Loans rated 7		—		—		—		—		—		—		—		—
Categories 8 – 9		—		—		—		—		—		—		—		—
Category 10		—		—		—		—		—		—		—		—

Total	$	72,980	$	43,054	$	13,359	$	129,393	$	71,880	$	39,267	$	13,262	$	124,409

NOTE 7 – FAIR VALUES OF FINANCIAL INSTRUMENTS

Determination of fair value

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

Fair value hierarchy

The Company groups its assets generally measured at fair value in three levels, based on the markets in which the assets are traded and the reliability of the assumptions used to determine fair value.

Level 1 – Valuation is based on quoted market prices in active exchange markets for identical assets. Valuations are obtained from readily available pricing sources.

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

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

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

The following methods and assumptions were used by the Company in estimating fair value disclosures:

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

Securities available for sale : Fair value measurements are obtained from a third-party pricing service and are not adjusted by management. Securities measured at fair value in Level 2 are based on pricing models that consider standard input factors such as observable market data, benchmark yields, interest rate volatilities, broker/dealer quotes, credit spreads and new issue data.

Federal Home Loan Bank (FHLB) stock : The carrying value of FHLB stock is deemed to approximate fair value, based on the redemption provisions of the FHLB of Boston.

Loans, net : For variable-rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values. Fair values for other loans are estimated using discounted cash flow analyses, using market interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. Fair values for impaired loans are estimated using discounted cash flow analyses or underlying collateral values, where applicable.

Deposits : The fair values disclosed for non-certificate deposit accounts are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amounts). Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies market interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits.

Short-term borrowings : The carrying amount of short-term borrowings approximates fair value, based on the short-term nature of the liabilities.

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

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

Off-balance sheet instruments : Fair values for off-balance-sheet lending commitments are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standing. The fair values of these instruments are considered immaterial.

Assets measured at fair value on a recurring basis

Assets measured at fair value on a recurring basis at March 31, 2012 and December 31, 2011 are summarized below. There are no liabilities measured at fair value on a recurring basis at March 31, 2012 or December 31, 2011.

	March 31, 2012
	Level 1		Level 2		Level 3		Fair Value
	(In thousands)

Residential mortgage-backed securities:
Government National Mortgage Association	$	¾	$	10,627	$	¾	$	10,627
Government-sponsored enterprises		¾		13,301		¾		13,301
SBA asset-backed securities		¾		2,465		¾		2,465
State and municipal bonds		¾		8,207		¾		8,207
Government-sponsored enterprise obligations		¾		2,355		¾		2,355
Corporate bonds		¾		4,950		¾		4,950

Total assets	$	¾	$	41,905	$	¾	$	41,905

	December 31, 2011
	Level 1		Level 2		Level 3		Fair Value
	(In thousands)

Residential mortgage-backed securities:
Government National Mortgage Association	$	¾	$	11,126	$	¾	$	11,126
Government-sponsored enterprises		¾		10,866		¾		10,866
SBA asset-backed securities		¾		2,507		¾		2,507
State and municipal bonds		¾		8,246		¾		8,246
Government-sponsored enterprise obligations		¾		2,364		¾		2,364
Corporate bonds		¾		979		¾		979

Total assets	$	¾	$	36,088	$	¾	$	36,088

Assets measured at fair value on a non-recurring basis

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

							Three Months Ended March 31,
	March 31, 2012						2012		2011
	Level 1		Level 2		Level 3		Total Gains(Losses)		Total Gains(Losses)
	(In thousands)
Impaired loans	$	¾	$	¾	$	3,303	$	16	$	(38	)


	December 31, 2011
	Level 1		Level 2		Level 3
	(In thousands)
Impaired loans	$	¾	$	¾	$	2,864

Losses applicable to certain impaired loans are estimated using the appraised value of the underlying collateral considering discounting factors and adjusted for selling costs. The loss is not recorded directly as an adjustment to current earnings, but rather as a component in determining the overall adequacy of the allowance for loan losses. Adjustments to the estimated fair value of impaired loans may result in increases or decreases to the provision for loan losses.

There are no liabilities measured at fair value on a non-recurring basis at March 31, 2012 or December 31, 2011.

Summary of fair values of financial instruments

The estimated fair values, and related carrying amounts of the Company’s financial instruments are outlined in the table below. Certain financial instruments and all nonfinancial instruments are excluded from disclosure requirements. Accordingly, the aggregate fair value amounts presented herein may not necessarily represent the underlying fair value of the Company.

	March 31, 2012
	Carrying Amount		Level 1		Level 2		Level 3		Total
			(In thousands)
Financial assets:
Cash and cash equivalents	$	28,624	$	28,624	$	¾	$	¾	$	28,624
Certificates of deposit		600		600		¾		¾		600
Securities available for sale		41,905		¾		41,905		¾		41,905
FHLB stock		1,714		¾		¾		1,714		1,714
Loans, net		230,627		¾		¾		230,950		230,950
Accrued interest receivable		970		¾		¾		970		970

Financial liabilities:
Deposits		249,618		¾		¾		250,805		250,805
Short-term borrowings		7,070		¾		7,070		¾		7,070
Long-term debt		13,500		¾		13,925		¾		13,925
Accrued interest payable		27		¾		¾		27		27

	December 31, 2011
	Carrying Amount		Fair Value
	(In thousands)
Financial assets:
Cash and cash equivalents	$	33,524	$	33,524
Certificates of deposit		100		100
Securities available for sale		36,088		36,088
FHLB stock		1,930		1,930
Loans, net		221,833		222,143
Accrued interest receivable		911		911

Financial liabilities:
Deposits		245,246		246,315
Short-term borrowings		7,059		7,059
Long-term debt		7,500		7,868
Accrued interest payable		25		25

NOTE 8 - EMPLOYEE STOCK OWNERSHIP PLAN

The Company maintains an Employee Stock Ownership Plan (“ESOP”) to provide eligible employees the opportunity to own Company stock. This plan is a tax-qualified retirement plan for the benefit of all Company employees. Contributions are allocated to eligible participants on the basis of compensation, subject to federal tax limits.

The Company granted a loan to the ESOP for the purchase of shares of the Company’s common stock at the Conversion date. As of March 31, 2012, the ESOP holds 192,572 shares, or 8.00% of the common stock outstanding on that date. The loan obtained by the ESOP from the Company to purchase common stock is payable annually over 15 years at the rate of 3.25% per annum. The loan can be prepaid without penalty. Loan payments are expected to be funded by cash contributions from the Company. The loan is secured by the shares purchased, which are held in a suspense account for allocation among participants as the loan is repaid. Cash dividends paid on allocated shares are distributed to participants and cash dividends paid on unallocated shares are used to repay the outstanding debt of the ESOP. Shares used as collateral to secure the loan are released and available for allocation to eligible employees as the principal and interest on the loan is paid.

At March 31, 2012, the remaining principal balance on the ESOP debt is payable as follows:

Year Ending December 31,	Amount
	(In thousands)

2012	$	105
2013		105
2014		108
2015		112
2016		115
Thereafter		1,381

	$	1,926

Shares held by the ESOP include the following:

	March 31, 2012

Allocated		—
Committed to be allocated		2,140
Unallocated		190,432

		192,572

The fair value of unallocated shares was approximately $2.4 million at March 31, 2012.

Total compensation expense recognized in connection with the ESOP for the three month period ended March 31, 2012 was $26,000.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation

Safe Harbor Statement for Forward-Looking Statements

This report may contain forward-looking statements within the meaning of the federal securities laws. These statements are not historical facts; rather they are statements based on the Company’s current expectations regarding its business strategies and their intended results and its future performance. Forward-looking statements are preceded by terms such as “expects,” “believes,” “anticipates,” “intends” and similar expressions.

Forward-looking statements are not guarantees of future performance. Numerous risks and uncertainties could cause or contribute to the Company’s actual results, performance and achievements being materially different from those expressed or implied by the forward-looking statements. Factors that may cause or contribute to these differences include, without limitation, general economic conditions, including changes in market interest rates and changes in monetary and fiscal policies of the federal government; legislative and regulatory changes; the quality and composition of the loan and investment securities portfolio; loan demand; deposit flows; competition; and changes in accounting principles and guidelines. Additional factors that may affect our results are discussed in the Company’s 2011 Annual Report on Form 10-K under the section titled “Item 1A.–Risk Factors.” These factors should be considered in evaluating the forward-looking statements and undue reliance should not be placed on such statements. Except as required by applicable law or regulation, the Company assumes no obligation and disclaims any obligation to update any forward-looking statements.

Critical Accounting Policies

We consider accounting policies involving significant judgments and assumptions by management that have, or could have, a material impact on the carrying value of certain assets or on income to be critical accounting policies.

Allowance for Loan Losses. The allowance for loan losses is the amount estimated by management as necessary to cover losses inherent in the loan portfolio at the balance sheet date. The allowance is established through the provision for loan losses, which is charged to income. Determining the amount of the allowance for loan losses necessarily involves a high degree of judgment. Among the material estimates required to establish the allowance are: the likelihood of default; the loss exposure at default; the amount and timing of future cash flows on impaired loans; the value of collateral; and the determination of loss factors to be applied to the various elements of the portfolio. All of these estimates are susceptible to significant change. Management reviews the level of the allowance at least quarterly and establishes the provision for loan losses based upon an evaluation of the portfolio, past loss experience, current economic conditions and other factors related to the collectability of the loan portfolio. Although we believe that we use the best information available to establish the allowance for loan losses, future adjustments to the allowance may be necessary if economic or other conditions differ substantially from the assumptions used in making the evaluation. In addition, the Federal Deposit Insurance Corporation and Massachusetts Commissioner of Banks, as an integral part of their examination process, periodically review our allowance for loan losses and may require us to recognize adjustments to the allowance based on their judgments about information available to them at the time of their examination. A large loss could deplete the allowance and require increased provisions to replenish the allowance, which would adversely affect earnings.

Deferred Tax Assets. Deferred tax assets and liabilities are reflected at currently enacted income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled. Management reviews deferred tax assets on a quarterly basis to identify any uncertainties pertaining to realization of such assets. In determining whether a valuation allowance is required against deferred tax assets, management assesses historical and forecasted operating results, including a review of eligible carry forward periods, tax planning opportunities and other relevant considerations. We believe the accounting estimate related to the valuation allowance is a critical estimate because the underlying assumptions can change from period to period. For example, tax law changes or variances in future projected operating performance could result in a change in the valuation allowance. Should actual factors and conditions differ materially from those used by management, the actual realization of net deferred tax assets could differ materially from the amounts recorded in the financial statements. If we were not able to realize all or part of our deferred tax assets in the future, an adjustment to the related valuation allowance would be charged to income tax expense in the period such determination was made and could have a negative impact on earnings. In addition, if actual factors and conditions differ materially from those used by management, we could incur penalties and interest imposed by taxing authorities. A valuation allowance was not required for the five-year charitable carry-forward created primarily by the contribution of 157,477 shares of the Company’s common stock to the Wellesley Charitable Foundation as part of the mutual to stock conversion. Based on historical income it is expected that there will be sufficient income to be able to deduct the entire amount of the contribution over future years.

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

General. Total assets increased $11.0 million, or 3.64%, from $303.1 million at December 31, 2011 to $314.2 million at March 31, 2012. This increase was reflected in increases in securities available for sale of $5.8 million, or 16.12%, and in net loans of $8.8 million, or 3.96%, while cash and cash equivalents decreased $4.9 million, or 14.62%. Asset growth was funded primarily by an increase in deposits of $4.4 million, or 1.78% and long-term Federal Home Loan Bank (“FHLB”) advances of $6.0 million, or 80.00%.

Loans . Loans, net increased $8.8 million, or 3.96%, from $221.8 million at December 31, 2011 to $230.6 million at March 31, 2012. The increase in loans was due primarily to increases of $3.7 million, or 4.61%, in residential real estate loans, and $3.8 million, or 9.64%, in construction loans. The increase in residential real estate loans reflected growth of $6.1 million in adjustable-rate mortgage loans and a decrease of $2.4 million in fixed-rate loans. The increase in construction loans was due to a general upswing in demand for construction loans during the quarter.

Securities. Total securities increased $5.8 million, or 16.12%, from $36.1 million at December 31, 2011 to $41.9 million at March 31, 2012, as we increased our holdings of floating rate corporate bonds and holdings of shorter-duration mortgage-backed securities.

Deposits. Total deposits increased $4.4 million, or 1.78%, from $245.2 million at December 31, 2011 to $249.6 million at March 31, 2012. Non-interest-bearing accounts increased $3.9 million, while money market accounts increased $2.3 million. Term certificates of deposit decreased $0.2 million during the three-month period ended March 31, 2012. The increase in non-interest-bearing accounts was reflective of increases in both personal and business checking accounts. MMDA balances increased primarily due to growth in our Connection Club accounts, a premium relationship account.

Borrowings. We use borrowings from a variety of sources to supplement our supply of funds for loans and securities. Long-term debt, consisting entirely of FHLB advances, increased $6.0 million, or 80.00%, for the three months ended March 31, 2012. The increase in FHLB advances was in response to increased lending activity during the quarter and a desire to extend our liability maturities while longer-term interest rates remain low. Short-term borrowings, consisting entirely of securities sold under agreements to repurchase, were basically unchanged during the three months ended March 31, 2012.

Stockholders Equity. Stockholders’ equity increased $20.4 million, or 89.8%, as a result of the completion of the Company’s stock offering in January 2012.

Results of Operations for the Three Months Ended March 31, 2012 and 2011

Overview. The loss for the three months ended March 31, 2012 was $553,000, compared to net income of $492,000 for the three months ended March 31, 2011. The $1.0 million decrease was primarily due to the $1.1 million after-tax expense associated with the funding of the Wellesley Bank Charitable Foundation. Net interest income increased $246,000, or 9.8%, while noninterest expense, exclusive of the Foundation contribution, increased $358,000, or 23.04%.

Net Interest Income. Net interest income for the three months ended March 31, 2012 increased $246,000, or 9.8%, as compared to the three months ended March 31, 2011. The increase in net interest income was primarily due to an increase in interest income of $140,000, or 4.3%, and a decrease in interest expense of $106,000, or 14.7%, during the period. The decrease in interest expense was primarily due to a decrease in the average rates paid on interest-bearing deposits, in particular certificates of deposit and money market accounts. The average balance of FHLB advances decreased from $12.5 million to $7.6 million, reducing the corresponding interest expense by $66,000 from the comparative three-month period. The average rates paid on interest-bearing liabilities decreased by 30 basis points from the comparative three-month period. The decrease in the cost of deposits and borrowings was primarily due to a declining long-term interest rate environment and our continued focus on pricing our deposit offerings at levels competitive within our marketplace. We experienced an increase in the average balance of interest-bearing deposits of 11.20% in the three-month period ended March 31, 2012 compared to the same period in 2011.

Interest and dividend income increased $140,000, or 4.3%, from $3.2 million for the three-month period ended March 31 2011 to $3.4 million for the three months ended March 31, 2012. The average balance of interest-earning assets increased 14.8%, while the average rate earned on these assets decreased 52 basis points. The decline in yield was partially offset by the improvement in interest income attributable to asset growth. Interest and fees on loans increased $75,000, or 2.5%, due to a 9.4% increase in the average balance of loans partially offset by a 42 basis point decrease in the average rate received on loans. Interest income from taxable securities increased $47,000, or 34.60%, due to a 49.34% increase in the average balance of taxable securities compared to the prior year period. The average rate earned on taxable securities of 2.56% fell 29 basis points compared to the same period in the prior year.

Average Balances and Yields. The following table presents information regarding average balances of assets and liabilities, the total dollar amounts of interest income and dividends from average interest-earning assets, the total dollar amounts of interest expense on average interest-bearing liabilities, and the resulting annualized average yields and costs. The yields and costs for the periods indicated are derived by dividing income or expense by the average balances of assets or liabilities, respectively, for the periods presented. Average balances have been calculated using daily balances. Loan fees are included in interest income on loans and are insignificant. Yields are not presented on a tax-equivalent basis. Any adjustments necessary to present yields on a tax-equivalent basis are insignificant.

	For the Three Months Ended March 31,
	2012								2011
(Dollars in thousands)	Average Outstanding Balance			Interest Earned/ Paid		Average Yield/ Rate (1)			Average Outstanding Balance			Interest Earned/ Paid		Average Yield/ Rate (1)
Interest-earning assets:
Short-term investments	$	24,005		$	15		0.24	%	$	15,312		$	8		0.21	%
Certificates of deposit		105			—		1.23			2,568			11		1.81
Debt securities:
Taxable		28,904			183		2.56			19,355			136		2.85
Tax-exempt		8,285			69		3.35			5,984			48		3.27
Total loans		228,763			3,116		5.48			209,132			3,041		5.90
FHLB stock		1,927			2		0.50			1,930			1		0.31
Total interest-earning assets		291,989			3,385		4.66	%		254,281			3,245		5.18	%
Allowance for loan losses		(3,446	)							(2,793	)
Total interest-earning assets less allowance for loan losses		288,543								251,488
Noninterest-earning assets		14,323								12,451
Total assets	$	302,866							$	263,939
Interest-bearing liabilities:
Regular savings accounts	$	27,791			31		0.44	%	$	23,912			35		0.59	%
NOW checking accounts		15,697			8		0.21			13,206			6		0.18
Money market accounts		51,542			75		0.59			43,032			72		0.68
Certificates of deposit		119,985			411		1.38			113,194			453		1.63
Total interest-bearing deposits		215,015			525		0.98			193,344			566		1.19
Short-term borrowings		7,451			21		1.13			6,895			20		1.18
Long-term debt		7,566			71		3.78			12,500			137		4.46
Total interest-bearing liabilities		230,032			617		1.08	%		212,739			723		1.38	%
Noninterest-bearing demand deposits		35,443								29,739
Other noninterest-bearing liabilities		1,076								890
Total liabilities		266,550								243,368
Stockholders’ equity		36,315								20,571
Total liabilities and stockholders’ equity	$	302,866							$	263,939
Net interest income				$	2,768							$	2,522
Net interest rate spread (2)							3.58	%							3.80	%
Net interest-earning assets (3)	$	61,957							$	41,542
Net interest margin (4)							3.81	%							4.02	%
Average total interest-earning assets to average total interest-bearing liabilities		126.93	%							119.53	%

(1)

Ratios for the three month periods have been annualized.

(2)

Represents the difference between the weighted average yield on average interest-earning assets and the weighted average cost of interest-bearing liabilities.

(3)

Represent total average interest-earning assets less total average interest-bearing liabilities.

(4)

Represents net interest income as a percent of average interest-earning assets.

Rate/Volume Analysis . The following table sets forth the effects of changing rates and volumes on our net interest income. The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate). The total increase (decrease) column represents the sum of the prior columns. For purposes of this table, changes attributable to changes in both rate and volume that cannot be segregated have been allocated proportionally based on the changes due to rate and the changes due to volume.

	Three Months Ended March 31, 2012 Compared to Three Months Ended March 31, 2011
	Increase (Decrease) Due to						Total Increase (Decrease)
(In thousands)	Volume			Rate			Total Increase (Decrease)
Interest-earning assets:
Short-term investments	$	6		$	1		$	7
Certificates of deposit		(8	)		(3	)		(11	)
Debt securities:
Taxable		58			(11	)		47
Tax-exempt		19			2			21
Total loans		230			(155	)		75
FHLB stock		—			1			1
Total interest-earning assets		305			(165	)		140

Interest-bearing liabilities:
Regular savings		8			(12	)		(4	)
NOW checking		1			1			2
Money market		15			(12	)		3
Certificates of deposit		30			(72	)		(42	)
Total interest-bearing deposits		54			(95	)		(41	)
Short-term borrowings		2			(1	)		1
Long-term debt		(48	)		(18	)		(66	)
Total interest-bearing liabilities		8			(114	)		(106	)

Increase (decrease) in net interest income	$	297		$	(51	)	$	246

Provision for Loan Losses. The provision for loan losses was $150,000 for the three months ended March 31, 2012 compared to $300,000 for the three months ended March 31, 2011. The decrease in the provision reflects a reduction in the balances of impaired loans as of March 31, 2012, compared to balances of December 31, 2011.

Analysis of Loan Loss Experience. The following table sets forth an analysis of the allowance for loan losses for the periods indicated.

	Three Months Ended
	March 31,
(Dollars in thousands)	2012			2011
Balance at beginning of period	$	3,396		$	2,690
Provision for loan losses		150			300
Charge-offs:
Real estate loans:
Residential		—			(61	)
Commercial		(90	)		—
Construction		—			—
Commercial loans		—			—
Consumer loans		—			—
Total charge-offs		(90	)		(61	)
Recoveries		—			—
Net charge- offs		(90	)		(61	)
Allowance at end of period	$	3,456		$	2,929
Allowance for loan losses to nonperforming loans at end of period		74.66	%		42.48	%
Allowance for loan losses to total loans at end of period		1.48	%		1.39	%
Net charge-offs to average loans outstanding during the period		0.04	%		0.03	%

Noninterest Income. Noninterest income totaled $117,000, an increase of $12,000, or 11.43%, as wealth management fees increased $18,000 from the comparable 2011 period.

Noninterest Expenses. Noninterest expense, exclusive of the $1.8 million contribution to establish the Foundation, increased $358,000 to $1.9 million during the three months ended March 31, 2012 from $1.6 million for the three months ended March 31, 2011. Factors that contributed to the increase in noninterest expense during the 2012 period were increased salaries and employee benefits of $158,000, or 16.77%, primarily attributable to our recent branch expansion and the appointment of a new chief financial officer and a new president of our investment advisory subsidiary. Occupancy and equipment expense increased $88,000 resulting from normal rent increases and additional rent and other expense associated with the new branch and related expanded office space. These increases in noninterest expense were partially offset by a decrease of $37,000 in Federal Deposit Insurance Corporation assessments reflecting changes to the Federal Deposit Insurance Corporation assessment base and changes to the assessment formula.

Income Taxes. An income tax benefit of $424,000 was recorded during the quarter ended March 31, 2012 compared to expense of $281,000 in the comparable 2011 quarter. The tax benefit was primarily associated with the contribution to the Foundation as $719,000 of deferred tax benefit was recognized in connection with the contribution. The effective tax rate for the 2012 three-month period was (43.4)%, compared with 36.4% for the 2011 three-month period.

Liquidity and Capital Resources

Liquidity Management. Liquidity is the ability to meet current and future financial obligations of a short-term and long-term nature. Our primary sources of funds consist of deposit inflows, loan repayments, maturities and sales of securities, borrowings from the Federal Home Loan Bank of Boston and securities sold under agreements to repurchase. While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows, calls of investment securities and borrowed funds and prepayments on loans are greatly influenced by general interest rates, economic conditions and competition.

Management regularly adjusts our investments in liquid assets based upon an assessment of (1) expected loan demand, (2) expected deposit flows, (3) yields available on interest-earning deposits and securities, and (4) the objectives of our interest-rate risk and investment policies.

Our most liquid assets are cash and cash equivalents and interest-bearing deposits in other banks, and corporate bonds. The level of these assets depends on our operating, financing, lending and investing activities during any given period. At March 31, 2012, cash and cash equivalents totaled $28.6 million. Securities classified as available-for-sale, whose aggregate market value exceeds cost, had a market value of $41.9 million, and short-term investments of $24.1 million at March 31, 2012, provide additional sources of liquidity.

At March 31, 2012, we had $20.6 million in borrowings outstanding, including $13.5 million Federal Home Loan Bank of Boston advances and $7.1 million of securities under agreements to repurchase. In addition, at March 31, 2012, we had the ability to borrow a total of $26.7 million in unused borrowing capacity from the Federal Home Loan Bank of Boston. At March 31, 2012, we also had the ability to borrow $12.2 million from the Co-operative Central Bank and $15.5 million from the Federal Reserve Bank under a collateralized borrowing program, none of which was outstanding at that date.

At March 31, 2012, we had $46.6 million in loan commitments outstanding, which included $14.6 million in unadvanced home equity lines of credit, $7.2 million in unadvanced commercial lines of credit, $11.4 million in unadvanced funds on construction loans, and $13.4 million in new loan originations.

Term certificates of deposit due within one year of March 31, 2012 amounted to $64.8 million, or 54.27% of total term certificates. This total has decreased $3.2 million from December 31, 2011 while balances of term certificates maturing in more than one year have increased $1.9 million. Balances of term certificates that mature within one year reflect customer preferences for greater liquidity of personal funds, while longer-dated certificates reflect a willingness among customers to accept current interest rates for extended time periods. If maturing deposits are not renewed, we will be required to seek other sources of funds, including new term certificates and other borrowings. Depending on market conditions, we may be required to pay higher rates on such deposits or other borrowings than we currently pay on the existing funds. Management believes, however, based on past experience that a significant portion of our term certificates will be renewed. We have the ability to attract and retain deposits by adjusting the interest rates offered.

The Company is a separate legal entity from the Bank and will have to provide for its own liquidity to pay its operating expenses and other financial obligations. The Company’s primary source of income will be dividends received from the Bank and earnings from investment of net proceeds from the offering retained by the Company. Massachusetts banking law and Federal Deposit Insurance Corporation regulations limit distributions of capital. In addition, the Company is subject to policy of the Board of Governors of the Federal Reserve System (“Federal Reserve Board”) that dividends should be paid only out of current earnings and only if the prospective rate of earnings retention by the Company appears consistent with its capital needs, asset quality and overall financial condition. Finally, in connection with its nonobjection to the conversion, the Federal Deposit Insurance Corporation has required the Bank to commit that for the three-year period immediately following the closing of the conversion it will not make any distribution of capital to the Company, including cash dividends, except in accordance with Federal Deposit Insurance Corporation laws and regulations and as provided for in the business plan submitted with the conversion application without the prior approval of the Boston Area Office of the Federal Deposit Insurance Corporation if such action would cause the Bank’s tier 1 leverage and total risk-based capital ratios to fall below 8.0% and 12.0%, respectively. At March 31, 2012, the Company had $28.6 million of liquid assets as represented by cash and cash equivalents on an unconsolidated basis.

Capital Management. The Bank is subject to various regulatory capital requirements administered by the Federal Deposit Insurance Corporation and the Massachusetts Commissioner of Banks, including a risk-based capital measure. The Company is also subject to similar capital requirements set by the Federal Reserve Board. The risk-based capital guidelines include both a definition of capital and a framework for calculating risk-weighted assets by assigning balance sheet assets and off-balance sheet items to broad risk categories. At March 31, 2012, we exceeded all of our regulatory capital requirements. We are considered “well capitalized” under regulatory guidelines.

We strive to manage our capital for maximum shareholder benefit. The capital from our stock offering significantly increased our liquidity and capital resources. Over time, the initial level of liquidity will be reduced as net proceeds from the stock offering are used for general corporate purposes, including the funding of lending activities. Our financial condition and results of operations will be enhanced by the capital from the offering, resulting over time in increased net interest-earning assets and net income. However, the large increase in equity resulting from the capital raised in the offering will, initially, have an adverse impact on our return on equity. To help us better manage our capital, we may consider the use of such tools as common share repurchases and cash dividends as regulations permit. However, under FDIC regulations, we will not be allowed to repurchase any shares during the first year following the offering, except that stock repurchases of no greater than 5% of outstanding capital stock may be made during this one-year period where compelling and valid business reasons are established to the satisfaction of the Federal Deposit Insurance Corporation.

Off-Balance Sheet Arrangements

In the normal course of operations, we engage in a variety of financial transactions that, in accordance with generally accepted accounting principles, are not recorded in our financial statements. These transactions involve, to varying degrees, elements of credit, interest rate and liquidity risk. Such transactions are used primarily to manage customers’ requests for funding and take the form of loan commitments and lines of credit. For information about our loan commitments and unused lines of credit see Liquidity and Capital Resources herein.

For the three months ended March 31, 2012, the Bank did not engage in any off-balance sheet transactions reasonably likely to have a material effect on the Bank’s financial condition, results of operations or cash flows.

Item 3. Quantitative and Qualitative Disclosure About Market Risk

At March 31, 2012, there have not been any material changes to the market risk disclosure from that contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.

Qualitative Aspects of Market Risk

The primary risk affecting the financial condition and operating results of the Company and the Bank is interest rate risk. We manage the interest rate sensitivity of our interest-bearing liabilities and interest-earning assets in an effort to minimize the adverse effects of changes in the interest rate environment. Deposit accounts typically react more quickly to changes in market interest rates than mortgage loans because of the shorter maturities of deposits. As a result, sharp increases in interest rates may adversely affect our earnings while decreases in interest rates may beneficially affect our earnings. To reduce the potential volatility of our earnings, we have sought to improve the match between asset and liability maturities and rates, while maintaining an acceptable interest rate spread. Our strategy for managing interest rate risk emphasizes: originating adjustable-rate loans for retention in our loan portfolio; selling in the secondary market substantially all newly originated conforming fixed rate residential mortgage loans, promoting core deposit products and short-term time deposits; adjusting the maturities of borrowings and adjusting the investment portfolio mix and duration. We currently do not participate in hedging programs, interest rate swaps or other activities involving the use of derivative financial instruments.

We have an Asset/Liability Committee, which includes members of management, to communicate, coordinate and control all aspects involving asset-liability management. The committee establishes and monitors the volume, maturities, pricing and mix of assets and funding sources with the objective of managing assets and funding sources to provide results that are consistent with liquidity, growth, risk limits and profitability goals.

Quantitative Aspects of Market Risk

We analyze our interest rate sensitivity position to manage the risk associated with interest rate movements through the use of interest income and equity simulations. The matching of assets and liabilities may be analyzed by examining the extent to which such assets and liabilities are “interest sensitive.” An asset or liability is said to be interest rate sensitive within a specific time period if it will mature or reprice within that time period.

Our goal is to manage asset and liability positions to moderate the effects of interest rate fluctuations on net interest income and the present value of our equity. Interest income and equity simulations are completed quarterly and presented to the Asset/Liability Committee and the Board of Directors. The simulations provide an estimate of the impact of changes in interest rates on net interest income and the present value of our equity under a range of assumptions. The simulation incorporates assumptions regarding the potential timing in the repricing of certain assets and liabilities when market rates change and the changes in spreads between different market rates. The simulation analysis incorporates management’s current assessment of the risk that pricing margins will change adversely over time due to competition or other factors.

Simulation analysis is only an estimate of our interest rate risk exposure at a particular point in time. We continually review the potential effect changes in interest rates could have on the repayment of rate sensitive assets and funding requirements of rate sensitive liabilities.

The table below sets forth an approximation of our exposure as a percentage of estimated net interest income for the next 12 month period using interest income and equity simulations. The simulations use projected repricing of assets and liabilities at March 31, 2012 on the basis of contractual maturities, anticipated repayments and scheduled rate adjustments. Prepayment rates can have a significant impact on the simulations. Because of the large percentage of loans we hold, rising or falling interest rates have a significant impact on the prepayment speeds of our earning assets that in turn affect the rate sensitivity position. When interest rates rise, prepayments tend to slow. When interest rates fall, prepayments tend to rise. Our asset sensitivity would be reduced if prepayments slow and would increase if prepayments accelerated. While we believe such assumptions to be reasonable, there can be no assurance that assumed prepayment rates will approximate actual future mortgage-backed security and loan repayment activity.

The following table reflects the estimated effects of changes in interest rates on the present value of our equity at March 31, 2012 and on our projected net interest income from March 31, 2012 through March 31, 2013.

	As of March 31, 2012								Over the Next 12 Months Ending March 31, 2013
	Present Value of Equity								Projected Net Interest Income
Basis Point (“bp”) Change in Rates	$ Amount		$ Change			% Change			$ Amount		$ Change			% Change
						(Dollars in thousands)
300 bp	$	39,659	$	(5,814	)		(12.79	)%	$	11,073	$	186			1.71	%
200		41,254		(4,219	)		(9.28	)		11,024		137			1.26
100		43,475		(1,998	)		(4.39	)		10,907		20			0.19
0		45,473		—			—			10,887		—			—
(100)		46,588		1,115			2.45			10,620		(267	)		(2.45	)

Item 4. Controls and Procedures

The Company’s management, including the Company’s principal executive officer and principal financial officer, have evaluated the effectiveness of the Company’s “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). Based upon their evaluation, the principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective for the purpose of ensuring that the information required to be disclosed in the reports that the Company files or submits under the Exchange Act with the Securities and Exchange Commission (the “SEC”) (1) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

In addition, based on that evaluation, no change in the Company’s internal control over financial reporting occurred during the quarter ended March 31, 2012 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The Company is not involved in any pending legal proceedings other than routine legal proceedings occurring in the ordinary course of business. The Company’s management believes that such routine legal proceedings, in the aggregate, are immaterial to the Company’s financial condition and results of operations.

Item 1A. Risk Factors

For information regarding the Company’s risk factors, see Part I, Item 1A “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, filed with the Securities and Exchange Commission on March 26, 2012. As of March 31, 2012, the risk factors of the Company have not changed materially from those disclosed in the Annual Report on Form 10-K for the year ended December 31, 2011.

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

(a)

Not applicable.

(b) On January 25, 2012, the Company completed its stock offering in connection with the mutual-to-stock conversion of the Bank. In the stock offering, a total of 2,249,674 shares with an aggregate offering price of $22,496,740 were sold by the Company in a subscription offering and community offering. In addition, the Company contributed $225,000 in cash and 157,477 shares of common stock to the Wellesley Bank Charitable Foundation. Pursuant to a registration statement on Form S-1 (No. 333-176764), which was declared effective by the Securities and Exchange Commission on November 14, 2011, $33,961,800 of securities were registered, of which a maximum of 3,174,000 shares with an aggregate offering price of $31,740,000 were offered for a purchase price of $10.00 per share, and a maximum of 222,180 shares could be contributed to the Wellesley Bank Charitable Foundation. The offering was commenced on November 21, 2011 and completed on January 25, 2012.

Sandler O’Neill & Partners, L.P. (“Sandler”) was engaged to assist in the marketing of the common stock. For their services, Sandler received a success fee of $270,000 plus expenses. Sandler also was engaged to act as our records management agent in connection with the offering. For these services, Sandler received a fee of $15,000 plus expenses.

Expenses related to the offering were approximately $1.3 million, including the expenses paid to Sandler described above, none of which were paid to officers or directors of the Company or the Bank or associates of such persons. No underwriting discounts, commissions or finders fees were paid in connection with the offering. Net proceeds of the offering, prior to funding the ESOP as discussed in the next paragraph, were approximately $19.3 million. As a result of completion of the offering, 2,407,151 shares of Company common stock were outstanding as of March 31, 2012.

Of the net proceeds of the stock offering, $10.6 million were contributed to the Bank. Additionally, $1.93 million, an amount necessary to allow the ESOP to purchase 192,572 shares of Company common stock at $10.00 per share, was loaned to the ESOP. In addition, $225,000 was contributed to the Wellesley Bank Charitable Foundation. All further proceeds were retained at the holding company level for future capital needs.

Initially, both the Company and the Bank have invested the net proceeds from the stock offering in short-term investments until these proceeds can be deployed for other purposes.

Item 3.

Defaults Upon Senior Securities

Not applicable.

Item 4.

Mine Safety Disclosures

Not applicable.

Item 5.

Other Information

Not applicable.

Item 6.

Exhibits

3.1

Amended and Restated Articles of Incorporation of Wellesley Bancorp, Inc. (1)

3.2

Bylaws of Wellesley Bancorp, Inc. (2)

10.1

Amended and Restated Executive Salary Continuation Agreement between Wellesley Bank andThomas J. Fontaine, as amended+

31.1

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

31.2

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

32.0

Section 1350 Certification

101.1*

The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balances Sheets, (ii) the Consolidated Statements of Income and Comprehensive Income, (iii) the Consolidated Statement of Changes in Stockholders’ Equity, (iv) the Consolidated Statements of Cash Flows and (v) the Notes to the Consolidated Financial Statements, tagged as blocks of text.

________________________________________

Furnished, not filed.

Management contract or compensation plan or arrangement.

(1)

Incorporated herein by reference to the exhibits to Wellesley Bancorp, Inc.’s Pre-Effective Amendment No. 2 to the Registration Statement on Form S-1 (File No. 333-176764), filed with the Securities and Exchange Commission on November 7, 2011.

(2)

Incorporated herein by reference to the exhibits to Wellesley Bancorp, Inc.’s Registration Statement on Form S-1 (File No. 333-176764), filed with the Securities and Exchange Commission on September 9, 2011.

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.

			WELLESLEY BANCORP, INC.



Dated:	May 11, 2012	By:	/s/ Thomas J. Fontaine
			Thomas J. Fontaine
			President and Chief Executive Officer
			(principal executive officer)




Dated:	May 11, 2012	By:	/s/ Gary P. Culyer
			Gary P. Culyer
			Chief Financial Officer and Treasurer
			(principal accounting and financial officer)

AMENDED AND RESTATED EXECUTIVE SALARY

CONTINUATION AGREEMENT

THIS AGREEMENT, made and entered into this 17 th day of October, 2007 , by and between Wellesley Bank, a bank organized and existing under the laws of the Commonwealth of Massachusetts (hereinafter referred to as the “Bank”), and Thomas J. Fontaine, an Executive of the Bank (hereinafter referred to as the “Executive”), a member of a select group of management and highly compensated employees of the Bank shall amend and restate the Executive Salary Continuation Agreement effective June 1, 2007.

WHEREAS, the Executive has been and continues to be a valued Executive of the Bank;

WHEREAS, the purpose of this Agreement is to further the growth and development of the Bank by providing the Executive with supplemental retirement income, and thereby encourage the Executive’s productive efforts on behalf of the Bank and the Bank’s depositors, and to align the interests of the Executive and those depositors.

WHEREAS, it is the desire of the Bank and the Executive to enter into this Agreement under which the Bank will agree to make certain payments to the Executive at retirement or the Executive’s Beneficiary in the event of the Executive’s death pursuant to this Agreement;

ACCORDINGLY, it is intended that the Agreement be “unfunded” for purposes of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and not be construed to provide income to the participant or Beneficiary under the Internal Revenue Code of 1986, as amended (the “Code”), particularly Section 409A of the Code and guidance or regulations issued thereunder, prior to actual receipt of benefits; and

THEREFORE, it is agreed as follows:

I. EFFECTIVE DATE

The Effective Date of this Agreement shall be June 1,2007.

II. FRINGE BENEFITS

The salary continuation benefits provided by this Agreement are granted by the Bank as a fringe benefit to the Executive and are not part of any salary reduction plan or an arrangement deferring a bonus or a salary increase. The Executive has no option to take any current payment or bonus in lieu of these salary continuation benefits except as set forth hereinafter.

III. DEFINITIONS

A. Beneficiary :

The Executive shall have the right to name a Beneficiary of the Death Benefit. The Executive shall have the right to name such Beneficiary at any time prior to the Executive’s death and submit it to the Plan Administrator (or Plan Administrator’s representative) on the form provided. Once received and acknowledged by the Plan Administrator, the form shall be effective. The Executive may change a Beneficiary designation at any time by submitting a new form to the Plan Administrator. Any such change shall follow the same rules as for the original Beneficiary designation and shall automatically supersede the existing Beneficiary form on file with the Plan Administrator.

If the Executive dies without a valid Beneficiary designation on file with the Plan Administrator, death benefits shall be paid to the Executive’s estate.

If the Plan Administrator determines in its discretion that a benefit is to be paid to a minor, to a person declared incompetent, or to a person incapable of handling the disposition of that person’s property, the Plan Administrator may direct distribution of such benefit to the guardian, legal representative or person having the care or custody of such minor, incompetent person or incapable person. The Plan Administrator may require proof of incompetence, minority or guardianship as it may deem appropriate prior to distribution of the benefit. Any distribution of a benefit shall be a distribution for the account of the Executive and the Beneficiary, as the case may be, and shall be a complete discharge of any liability under the Agreement for such distribution amount.

B. Change in Control :

“Change in Control” shall mean a change in ownership or control of the Bank as defined in Treasury Regulation Section 1.409A-3(i)(5) or any subsequently applicable Treasury Regulation. The formation of a mutual holding company shall not constitute a Change in Control event.

C. Discharge For Cause :

The term “For Cause” shall mean any of the following that result in an adverse effect on the Bank: (i) the commission of a felony or gross misdemeanor involving fraud or dishonesty; (ii) the willful violation of any banking law, rule, or banking regulation (other than a traffic violation or similar offense); (iii) an intentional failure to perform stated duties; or (iv) a breach of fiduciary duty involving personal profit. If a dispute arises as to discharge “For Cause,” such dispute shall be resolved by arbitration as set forth in this Agreement. In the alternative, if the Executive is permitted to resign due to inappropriate conduct as defined above, the Board of Directors may vote to deny all benefits. A majority decision by the Board of Directors is required for forfeiture of the Executive’s benefits.

D. Plan Year :

Any reference to “Plan Year” shall mean a calendar year from January 1 st to December 31 st . In the year of implementation, the term “Plan Year” shall mean the period from the Effective Date to December 31 st of the year of the Effective Date.

E. Restriction on Timing of Distribution:

Notwithstanding any provision of this Agreement to the contrary, distributions to the Executive may not commence earlier than six (6) months after the date of a Separation from Service, as that term is used under Section 409A if, pursuant to Internal Revenue Code Section 409A, the Executive is considered a “specified employee” under Internal Revenue Code Section 416(i), of the Bank if any stock of the Bank is publicly traded on an established securities market or otherwise. In the event a distribution is delayed pursuant to this paragraph, the originally scheduled payment shall be delayed for six (6) months, and shall commence instead on the first day of the seventh month following Separation from Service. If payments are scheduled to be made in installments, the first six (6) months of installment payments shall be delayed, aggregated, and paid instead on the first day of the seventh month, after which all installment payments shall be made on their regular schedule. If payment is scheduled to be made in a lump sum, the lump payment shall be delayed for six (6) months and instead be made on the first day of the seventh month.

F. Retirement Date :

“Retirement Date” shall mean the later of the Executive’s sixty-fifth (65 th ) birthday or Separation from Service.

G. Normal Retirement Age :

“Normal Retirement Age” shall mean the date on which the Executive attains age sixty-five (65).

H. Separation from Service :

“Separation from Service” shall mean the Executive has experienced a termination of employment with the Bank. For purposes of this Agreement, whether a termination of employment or service has occurred is determined based on whether the facts and circumstances indicate that the Bank and Executive reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the Executive would perform after such date (whether as an Executive or as an independent contractor) would permanently decrease to no more than twenty percent (20%) of the average level of bona fide services performed (whether as an Executive or an independent contractor) over the immediately preceding thirty-six (36) month period (or the full period of services to the Bank if the Executive has been providing services to the Bank less than 36 months). Facts and circumstances to be considered in making this determination include, but are not limited to, whether the Executive continues to be treated as an Executive for other purposes (such as continuation of salary and participation in Executive benefit programs), whether similarly situated service providers have been treated consistently, and whether the Executive is permitted, and realistically available, to perform services for other service recipients in the same line of business. An Executive will be presumed not to have separated from service where the level of bona fide services performed continues at a level that is fifty percent (50%) or more of the average level of service performed by the Executive during the immediately preceding thirty-six (36) month period.

IV. RETIREMENT BENEFIT

Upon attainment of the Retirement Date, the Bank, shall pay the Executive a lump sum benefit amount, equivalent to a fifteen (15) year benefit, equal to eighty-five percent (85%) of the Executive’s highest W-2 compensation earned by the Executive in any calendar year of employment with the Bank plus any reductions from the Executive’s personal contributions to a qualified retirement plan (401(k), less the following: (i) the Bank’s portion of social security benefits; (ii) the Bank’s qualified defined benefit plan; and (iii) the Bank’s match in the Bank provided 401(k) plan. W-2 wages shall include all compensation including salary, bonuses, and other compensation plus any reductions for salary deferred as a contribution by the Executive to the Bank provided 401(k) plan and any salary reductions attributed to the Executive’s contributions to the Bank’s medical savings plan. Said benefit shall be paid thirty (30) days following the Executive’s Separation from Service.

V. DEATH BENEFIT

In the event the Executive should die at any time after the Effective Date of this Agreement, the Bank will pay the accrued balance on the date of death, of the Executive’s Accrued Liability Retirement Account in one (l) lump sum to the Executive’s Beneficiary. Said payment due hereunder shall be made within sixty (60) days of the Executive’s death.

VI. BENEFIT ACCOUNTING/ ACCRUED LIABILITY RETIREMENT ACCOUNT

The Bank shall account for this benefit using the regulatory accounting principles of the Bank’s primary federal regulator. The Bank shall establish an Accrued Liability Retirement Account for the Executive into which appropriate reserves shall be accrued. The Bank and the Executive agree that calculations impacting the reserve account and payment under this Agreement shall be made, when applicable, using a discount rate of six and one quarter percent (6.25%).

VII. VESTING

The Executive shall be one hundred percent (100%) vested in the Accrued Liability Retirement Account from the Effective Date of this Agreement.

VIII. TERMINATION OF EMPLOYMENT

In the event that the employment of the Executive shall terminate prior to the Normal Retirement Age, by the Executive’s voluntary action, or by the Executive’s discharge by the Bank with or without cause, then the Bank shall pay to the Executive an amount of money equal to balance of the Executive’s Accrued Liability Retirement Account on the date of Separation from Service. Such balance shall be paid in one (1) lump sum the first day of the second month following said Separation from Service.

IX. CHANGE IN CONTROL

Upon a Change in Control, the Executive shall become one hundred percent (100%) vested in the Retirement Benefit. The Executive shall receive the Retirement Benefit as if the Executive had been continuously employed by the Bank until the Executive’s Normal Retirement Age. Such benefit shall be paid in accordance with Paragraph IV, commencing on the first day of the month following the Executive’s Normal Retirement Age.

X. RESTRICTIONS ON FUNDING

The Bank shall have no obligation to set aside, earmark or entrust any fund or money with which to pay its obligations under this Agreement. The Executive, their beneficiary(ies), or any successor in interest shall be and remain simply a general creditor of the Bank in the same manner as any other creditor having a general claim for matured and unpaid compensation.

The Bank reserves the absolute right, at its sole discretion, to either fund the obligations undertaken by this Agreement or to refrain from funding the same and to determine the extent, nature and method of such funding. Should the Bank elect to fund this Agreement, in whole or in part, through the purchase of life insurance, mutual funds, disability policies or annuities, the Bank reserves the absolute right, in its sale discretion, to terminate such funding at any time, in whole or in part. At no time shall any Executive be deemed to have any lien, right, title or interest in any specific funding investment or assets of the Bank.

If the Bank elects to invest in a life insurance, disability or annuity policy on the life of the Executive, then the Executive shall assist the Bank by freely submitting to a physical exam and supplying such additional information necessary to obtain such insurance or annuities.

XII. MISCELLANEOUS

A. Alienability and Assignment Prohibition :

Neither the Executive nor any Beneficiary under this Agreement shall have any power or right to transfer, assign, anticipate, hypothecate, mortgage, commute, modify or otherwise encumber in advance any of the benefits payable hereunder nor shall any of said benefits be subject to seizure for the payment of any debts, judgments, alimony or separate maintenance owed by the Executive or the Executive’s Beneficiary, nor be transferable by operation of law in the event of bankruptcy, insolvency or otherwise.

B. Amendment or Revocation :

Subject to Paragraph XIV, it is agreed by and between the parties hereto that, during the lifetime of the Executive, this Agreement may be amended or revoked at any time or times, in whole or in part, by the mutual written consent of the Executive and the Bank. Any such amendment shall not be effective to decrease or restrict any Executive’s accrued benefit under this Agreement, determined as of the date of amendment, unless agreed to in writing by the Executive, and provided further, no amendment shall be made, or if made, shall be effective, if such amendment would cause the Agreement to violate Internal Revenue Code Section 409A.

C. Applicable Law :

The validity and interpretation of this Agreement shall be governed by the laws of the Commonwealth of Massachusetts.

D. Binding Obligation of the Bank and any Successor in Interest :

The Bank shall not merge or consolidate into or with another bank or sell substantially all of its assets to another bank, firm or person until such bank, firm or person expressly agree, in writing, to assume and discharge the duties and obligations of the Bank under this Agreement. This Agreement shall be binding upon the parties hereto, their successors, beneficiaries, heirs and personal representatives.

E. Gender :

Whenever in this Agreement words are used in the masculine or neutral gender, they shall be read and construed as in the masculine, feminine or neutral gender, whenever they should so apply.

F. Headings :

Headings and subheadings in this Agreement are inserted for reference and convenience only and shall not be deemed a part of this Agreement.

G. Not a Contract of Employment :

This Agreement shall not be deemed to constitute a contract of employment between the parties hereto, nor shall any provision hereof restrict the right of the Bank to discharge the Executive, or restrict the right of the Executive to terminate employment.

H. Opportunity to Consult with Independent Advisors :

The Executive acknowledges that he has been afforded the opportunity to consult with independent advisors of his choosing including, without limitation, accountants or tax advisors and counsel regarding both the benefits granted to him under the terms of this Agreement and the: (i) terms and conditions which may affect the Executive’s right to these benefits; and (ii) personal tax effects of such benefits including, without limitation, the effects of any federal or state taxes, Section 280G of the Code, Section 409A of the Code and guidance or regulations thereunder, and any other taxes, costs, expenses or liabilities whatsoever related to such benefits, which in any of the foregoing instances the Executive acknowledges and agrees shall be the sole responsibility of the Executive notwithstanding any other term or provision of this Agreement. The Executive further acknowledges and agrees that the Bank shall have no liability whatsoever related to any such personal tax effects or other personal costs, expenses, or liabilities applicable to the Executive and further specifically waives any right for himself or herself, and his or her heirs, beneficiaries, legal representative, agents, successor and assign to claim or assert liability on the part of the Bank related to the matters described above in this paragraph. The Executive further acknowledges that he has read, understands and consents to all of the terms and conditions of this Agreement, and that he enters into this Agreement with a full understanding of its terms and conditions.

I. Partial Invalidity :

If any term, provision, covenant, or condition of this Agreement is determined by an arbitrator or a court, as the case may be, to be invalid, void, or unenforceable, such determination shall not render any other term, provision, covenant, or condition invalid, void, or unenforceable, and the Agreement shall remain in full force and effect notwithstanding such partial invalidity.

J. Permissible Acceleration Provision :

Under Treasury Regulation Section 1.409A-3(j)(4), a payment of deferred compensation may not be accelerated except as provided in regulations by the Internal Revenue Code. This Agreement allows all permissible payment accelerations under 1.409A-3(j)(4) that include but are not limited to payments necessary to comply with a domestic relations order, payments necessary to comply with certain conflict of interest rules, payments intended to pay employment taxes, and other permissible payments are allowed as permitted by statute or regulation.

K. Subsequent Changes to Time and Form of Payment :

The Bank may permit subsequent changes to the time and form of payment. Any such change shall be considered made only when it becomes irrevocable under the terms of the Agreement. Any subsequent time and form of payment changes will be considered irrevocable not later than thirty (30) days following acceptance of the change by the Plan Administrator, subject to the following rules:

the subsequent change may not take effect until at least twelve (12) months after the date on which the change is made;

the payment (except in the case of death, disability, or unforeseeable emergency) upon which the change is made is deferred for a period of not less than five (5) years from the date such payment would otherwise have been paid; and

in the case of a payment made at a specified time, the change must be made not less than twelve (12) months before the date the payment is scheduled to be paid.

L. Tax Withholding :

The Bank shall withhold any taxes that are required to be withheld from the benefits provided under this Agreement. The Executive acknowledges that the Bank’s sole liability regarding taxes is to forward any amounts withheld to the appropriate taxing authority(ies).

XIII. ADMINISTRATIVE AND CLAIMS PROVISIONS

A. Plan Administrator :

The “Plan Administrator” of this Agreement shall be Wellesley Bank. As Plan Administrator, the Bank shall be responsible for the management, control and administration of the Agreement. The Plan Administrator may delegate to others certain aspects of the management and operation responsibilities of the Agreement including the employment of advisors and the delegation of ministerial duties to qualified individuals.

B. Claims Procedure :

a. Filing a Claim for Benefits :

Any insured, Beneficiary, or other individual, (“Claimant”) entitled to benefits under this Agreement will file a claim request with the Plan Administrator. The Plan Administrator will, upon written request of a Claimant, make available copies of all forms and instructions necessary to file a claim for benefits or advise the Claimant where such forms and instructions may be obtained. If the claim relates to disability benefits, then the Plan Administrator shall designate a sub-committee to conduct the initial review of the claim (and applicable references below to the Plan Administrator shall mean such sub-committee).

Denial of Claim :

A claim for benefits under this Agreement will be denied if the Bank determines that the Claimant is not entitled to receive benefits under the Agreement. Notice of a denial shall be furnished the Claimant within a reasonable period of time after receipt of the claim for benefits by the Plan Administrator. This time period shall not exceed more than ninety (90) days after the receipt of the properly submitted claim. In the event that the claim for benefits pertains to disability, the Plan Administrator shall provide written notice within forty-five (45) days. However, if the Plan Administrator determines, in its discretion, that an extension of time for processing the claim is required, such extension shall not exceed an additional ninety (90) days. In the case of a claim for disability benefits, the forty-five (45) day review period may be extended for up to thirty (30) days if necessary due to circumstances beyond the Plan Administrator’s control, and for an additional thirty (30) days, if necessary. Any extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Plan Administrator expects to render the determination on review.

Content of Notice :

The Plan Administrator shall provide written notice to every Claimant who is denied a claim for benefits which notice shall set forth the following:

(i.) The specific reason or reasons for the denial;

(ii.)

Specific reference to pertinent Agreement provisions on which the denial is based;

(iii.)

A description of any additional material or information necessary for the Claimant to perfect the claim, and any explanation of why such material or information is necessary; and

(iv.)

Any other information required by applicable regulations, including with respect to disability benefits.

Review Procedure :

The purpose of the Review Procedure is to provide a method by which a Claimant may have a reasonable opportunity to appeal a denial of a claim to the Plan Administrator for a full and fair review. The Claimant, or his duly authorized representative, may:

(i.)

Request a review upon written application to the Plan Administrator. Application for review must be made within sixty (60) days of receipt of written notice of denial of claim. If the denial of claim pertains to disability, application for review must be made within one hundred eighty (180) days of receipt of written notice of the denial of claim;

(ii.)

Review and copy (free of charge) pertinent Agreement documents, records and other information relevant to the Claimant’s claim for benefits;

(iii.)

Submit issues and concerns in writing, as well as documents, records, and other information relating to the claim.

Decision on Review :

A decision on review of a denied claim shall be made in the following manner:

(i.)

The Plan Administrator may, in its sole discretion, hold a hearing on the denied claim. If the Claimant’s initial claim is for disability benefits, any review of a denied claim shall be made by members of the Plan Administrator other than the original decision maker(s) and such person(s) shall not be a subordinate of the original decision maker(s). The decision on review shall be made promptly, but generally not later than sixty (60) days after receipt of the application for review. In the event that the denied claim pertains to disability, such decision shall not be made later than forty-five (45) days after receipt of the application for review. If the Plan Administrator determines that an extension of time for processing is required, written notice of the extension shall be furnished to the Claimant prior to the termination of the initial sixty (60) day period. In no event shall the extension exceed a period of sixty (60) days from the end of the initial period. In the event the denied claim pertains to disability, written notice of such extension shall be furnished to the Claimant prior to the termination of the initial forty-five (45) day period. In no event shall the extension exceed a period of thirty (30) days from the end of the initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Plan Administrator expects to render the determination on review.

(ii.)

The decision on review shall be in writing and shall include specific reasons for the decision written in an understandable manner with specific references to the pertinent Agreement provisions upon which the decision is based.

(iii.)

The review will take into account all comments, documents, records and other information submitted by the Claimant relating to the claim without regard to whether such information was submitted or considered in the initial benefit determination. Additional considerations shall be required in the case of a claim for disability benefits. For example, the claim will be reviewed without deference to the initial adverse benefits determination and, if the initial adverse benefit determination was based in whole or in part on a medical judgment, the Plan Administrator will consult with a health care professional with appropriate training and experience in the field of medicine involving the medical judgment. The health care professional who is consulted on appeal will not be the same individual who was consulted during the initial determination or the subordinate of such individual. If the Plan Administrator obtained the advice of medical or vocational experts in making the initial adverse benefits determination (regardless of whether the advice was relied upon), the Plan Administrator will identify such experts.

(iv.)

The decision on review will include a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records or other information relevant to the Claimant’s claim for benefits.

Exhaustion of Remedies :

A Claimant must follow the claims review procedures under this Agreement and exhaust his or her administrative remedies before taking any further action with respect to a claim for benefits.

Arbitration :

If claimants continue to dispute the benefit denial based upon completed performance of this Agreement or the meaning and effect of the terms and conditions thereof, then claimants may submit the dispute to an Arbitrator for final arbitration. The Arbitrator shall be selected by mutual agreement of the Bank and the claimants. The Arbitrator shall operate under any generally recognized set of arbitration rules. The parties hereto agree that they and their heirs, personal representatives, successors and assigns shall be bound by the decision of such Arbitrator with respect to any controversy properly submitted to it for determination.

Where a dispute arises as to the Bank’s discharge of the Executive “For Cause,” such dispute shall likewise be submitted to arbitration as above described and the parties hereto agree to be bound by the decision thereunder.

XIV. TERMlNATION OR MODIFICATION OF AGREEMENT BY REASON OF CHANGES IN THE LAW, RULES OR REGULATIONS

The Bank is entering into this Agreement upon the assumption that certain existing tax laws, rules and regulations will continue in effect in their current form. If any said assumptions should change and said change has a detrimental effect on this Agreement, then the Bank reserves the right to terminate or modify this Agreement accordingly. Any such termination or modification shall not be effective to decrease or restrict the Executive’s Accrued Liability Retirement Account under this Agreement, determined as of the date of amendment, unless agreed to in writing by the Executive, and provided further, no amendment shall be made, or if made, shall be effective, if such termination or modification would cause the Agreement to violate Internal Revenue Code Section 409A. Upon a Change in Control, this paragraph shall become null and void effective immediately upon said Change in Control.

IN WITNESS WHEREOF, the parties hereto acknowledge that each has carefully read this Agreement and executed the original thereof on the first day set forth hereinabove, and that, upon execution, each has received a conforming copy.

WELLESLEY BANK

Wellesley, Massachusetts


/s/ Eloise C. Thibault	By:	/s/ Theodore F. Parker
Witness		(Bank Officer other than Executive) Title


/s/ Eloise C. Thibault		/s/ Thomas J. Fontaine
Witness		Thomas J. Fontaine

		WELLESLEY BANK


/s/ Leslie B. Shea		/s/ Theodore F. Parker
Witness		For the Bank



		EXECUTIVE


/s/ Leslie B. Shea		/s/ Thomas J. Fontaine
Witness		Thomas J. Fontaine