##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2010
 or
 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 : 000-51525
 LEGACY BANCORP, INC.
  Delaware
    
    20-3135053(State or other jurisdiction of incorporation or organization)
    
    (IRS Employer Identification No.)
 99 NORTH STREET
PITTSFIELD, MASSACHUSETTS 01201
 (413) 443-4421
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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##### 



LEGACY BANCORP, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 Page No.Part I  Financial InformationItem 1 Financial StatementsConsolidated Balance Sheets as of June 30, 2010
and December 31, 2009
    
    
    2Consolidated
Statements of Operations for the three and six months ended June 30, 2010 and 2009
    
    
    3Consolidated Statements of Changes in Stockholders Equity
for the  six months ended June 30, 2010 and 2009
    
    
    4Consolidated Statements of Cash Flows for the six
months ended June 30, 2010 and 2009
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    7Item 2 Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    
    14Item 3 Quantitative and Qualitative Disclosures about Market Risks
    
    
    27Item 4 Controls and Procedures
    
    
    27Part II  Other InformationItem 1 Legal Proceedings
    
    
    28Item 1A Risk Factors
    
    
    28Item 2 Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    28Item 3 Defaults Upon Senior Securities
    
    
    29Item 4 (Removed and Reserved)
    
    
    29Item 5 Other Information
    
    
    29Item 6 Exhibits
    
    
    30EX-31.1EX-31.2EX-32
  1




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 Item 1: Financial Statements
 LEGACY BANCORP, INC. AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS  (Dollars in thousands, except per share amounts)
 June 30,
    
    
    December 31,2010
    
    
    2009(Unaudited)ASSETSCash and due from banks
    
    $
    13,028
    
    
    $
    11,281Short-term investments
    
    
    18,859
    
    
    
    28,874Cash and cash equivalents
    
    
    31,887
    
    
    
    40,155Securities  Available for sale
    
    
    184,560
    
    
    
    167,426Securities  Held to maturity
    
    
    97
    
    
    
    97Restricted equity securities and other investments  at cost
    
    
    18,998
    
    
    
    17,193Loans held for sale
    
    
    804
    
    
    
    706Loans, net of allowance for loan losses of $9,468
in 2010 and $11,089 in 2009
    
    
    646,781
    
    
    
    652,628Premises and equipment, net
    
    
    19,515
    
    
    
    19,568Accrued interest receivable
    
    
    3,191
    
    
    
    3,306Goodwill, net
    
    
    11,558
    
    
    
    9,730Other intangible assets
    
    
    3,816
    
    
    
    2,654Net deferred tax asset
    
    
    9,231
    
    
    
    10,202Bank-owned life insurance
    
    
    16,651
    
    
    
    16,263Foreclosed assets
    
    
    1,336
    
    
    
    1,195Other assets
    
    
    7,814
    
    
    
    5,142$
    956,239
    
    
    $
    946,265LIABILITIES AND STOCKHOLDERS EQUITYDeposits:Noninterest-bearing
    
    $
    70,651
    
    
    $
    75,232Interest-bearing
    
    
    604,125
    
    
    
    576,146Total deposits
    
    
    674,776
    
    
    
    651,378Securities sold under agreements to repurchase
    
    
    3,927
    
    
    
    6,386Federal Home Loan Bank advances
    
    
    148,595
    
    
    
    160,352Mortgagors escrow accounts
    
    
    930
    
    
    
    1,058Accrued expenses and other liabilities
    
    
    9,125
    
    
    
    5,724Total liabilities
    
    
    837,353
    
    
    
    824,898Commitments and contingenciesStockholders EquityPreferred Stock ($.01 par value, 10,000,000 shares
authorized, none issued or outstanding)
    
    
    
    
    
    
    Common Stock ($.01 par value, 40,000,000 shares
authorized and 10,308,600 issued at June 30, 2010 and
December 31, 2009; 8,701,712 outstanding at June 30, 2010
and 8,734,712 outstanding at December 31, 2009)
    
    
    103
    
    
    
    103Additional paid-in-capital
    
    
    102,951
    
    
    
    102,788Unearned Compensation  ESOP
    
    
    (6,956
    )
    
    
    (7,322
    )Unearned Compensation  Equity Incentive Plans
    
    
    (1,729
    )
    
    
    (2,078
    )Retained earnings
    
    
    45,395
    
    
    
    48,998Accumulated other comprehensive income
    
    
    1,191
    
    
    
    711Treasury stock, at cost (1,606,888 shares at June 30, 2010
and 1,573,888 shares at December 31, 2009)
    
    
    (22,069
    )
    
    
    (21,833
    )Total stockholders equity
    
    
    118,886
    
    
    
    121,367$
    956,239
    
    
    $
    946,265
  2




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##### Table of Contents



LEGACY BANCORP, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS  (Dollars in thousands, except per share amounts)
 Three Months Ended June 30,
    
    
    Six Months Ended June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009(Unaudited)
    
    
    (Unaudited)Interest and dividend income:Loans
    
    $
    9,027
    
    
    $
    9,803
    
    
    $
    18,323
    
    
    $
    19,835Securities:Taxable
    
    
    1,243
    
    
    
    1,613
    
    
    
    2,428
    
    
    
    3,359Tax-Exempt
    
    
    160
    
    
    
    168
    
    
    
    327
    
    
    
    322Short-term investments
    
    
    7
    
    
    
    3
    
    
    
    13
    
    
    
    7Total interest and dividend income
    
    
    10,437
    
    
    
    11,587
    
    
    
    21,091
    
    
    
    23,523Interest expense:Deposits
    
    
    2,278
    
    
    
    2,798
    
    
    
    4,717
    
    
    
    5,804Federal Home Loan Bank advances
    
    
    1,402
    
    
    
    1,859
    
    
    
    2,851
    
    
    
    3,813Other borrowed funds
    
    
    8
    
    
    
    18
    
    
    
    19
    
    
    
    36Total interest expense
    
    
    3,688
    
    
    
    4,675
    
    
    
    7,587
    
    
    
    9,653Net interest income
    
    
    6,749
    
    
    
    6,912
    
    
    
    13,504
    
    
    
    13,870Provision for loan losses
    
    
    3,756
    
    
    
    1,506
    
    
    
    6,176
    
    
    
    2,234Net interest income after provision for loan losses
    
    
    2,993
    
    
    
    5,406
    
    
    
    7,328
    
    
    
    11,636Non-interest income:Customer service fees
    
    
    764
    
    
    
    725
    
    
    
    1,485
    
    
    
    1,404Portfolio management fees
    
    
    480
    
    
    
    269
    
    
    
    761
    
    
    
    490Income from bank owned life insurance
    
    
    142
    
    
    
    156
    
    
    
    297
    
    
    
    329Insurance, annuities and mutual fund fees
    
    
    64
    
    
    
    37
    
    
    
    83
    
    
    
    59Gain on sales of securities, net
    
    
    1,129
    
    
    
    60
    
    
    
    1,230
    
    
    
    42Impairment losses on securities, net
    
    
    (66
    )
    
    
    (1,430
    )
    
    
    (365
    )
    
    
    (3,011
    )Gain on sales of loans, net
    
    
    70
    
    
    
    370
    
    
    
    131
    
    
    
    570Miscellaneous
    
    
    48
    
    
    
    11
    
    
    
    59
    
    
    
    23Total non-interest income
    
    
    2,631
    
    
    
    198
    
    
    
    3,681
    
    
    
    (94
    )Non-interest expenses:Salaries and employee benefits
    
    
    3,717
    
    
    
    3,451
    
    
    
    7,193
    
    
    
    6,896Occupancy and equipment
    
    
    991
    
    
    
    1,021
    
    
    
    1,982
    
    
    
    2,070Data processing
    
    
    760
    
    
    
    671
    
    
    
    1,454
    
    
    
    1,334Professional fees
    
    
    268
    
    
    
    232
    
    
    
    591
    
    
    
    477Advertising
    
    
    381
    
    
    
    379
    
    
    
    700
    
    
    
    705FDIC deposit insurance
    
    
    271
    
    
    
    665
    
    
    
    540
    
    
    
    897Other general and administrative
    
    
    1,377
    
    
    
    1,231
    
    
    
    2,479
    
    
    
    2,348Total non-interest expenses
    
    
    7,765
    
    
    
    7,650
    
    
    
    14,939
    
    
    
    14,727Loss before income taxes
    
    
    (2,141
    )
    
    
    (2,046
    )
    
    
    (3,930
    )
    
    
    (3,185
    )Benefit for income taxes
    
    
    (765
    )
    
    
    (553
    )
    
    
    (1,310
    )
    
    
    (900
    )Net loss
    
    $
    (1,376
    )
    
    $
    (1,493
    )
    
    $
    (2,620
    )
    
    $
    (2,285
    )Earnings (loss) per shareBasic
    
    $
    (0.17
    )
    
    $
    (0.19
    )
    
    $
    (0.33
    )
    
    $
    (0.29
    )Diluted
    
    $
    (0.17
    )
    
    $
    (0.19
    )
    
    $
    (0.33
    )
    
    $
    (0.29
    )Weighted average shares outstandingBasic
    
    
    8,020,690
    
    
    
    7,979,133
    
    
    
    8,024,633
    
    
    
    7,978,768Diluted
    
    
    8,020,690
    
    
    
    7,979,133
    
    
    
    8,024,633
    
    
    
    7,978,768
  3




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##### Table of Contents



LEGACY BANCORP, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY  SIX MONTHS ENDED JUNE 30, 2010 AND 2009
(Dollars in thousands, except per share amounts)
(Unaudited)
 Unearned
    
    
    
    
    
    
    AccumulatedAdditional
    
    
    Unearned
    
    
    Compensation -
    
    
    
    
    
    
    Other
    
    
    
    
    
    
    TotalCommon Stock
    
    
    Paid-in
    
    
    Compensation -
    
    
    Equity
    
    
    Retained
    
    
    Comprehensive
    
    
    Treasury
    
    
    StockholdersShares
    
    
    Amount
    
    
    Capital
    
    
    ESOP
    
    
    Incentive Plan
    
    
    Earnings
    
    
    Income (Loss)
    
    
    Stock
    
    
    EquityBalance at December 31, 2008
    
    
    8,781,912
    
    
    $
    103
    
    
    $
    102,475
    
    
    $
    (8,055
    )
    
    $
    (2,727
    )
    
    $
    58,534
    
    
    $
    (4,722
    )
    
    $
    (21,466
    )
    
    $
    124,142Comprehensive income (loss):Net income (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,285
    )
    
    
    
    
    
    
    
    
    
    
    (2,285
    )Net unrealized gain/loss on securities
available for sale, net of reclassification
adjustment and tax effects
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,638
    
    
    
    
    
    
    
    1,638Total comprehensive income (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (647
    )Cash dividends declared ($0.05 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (804
    )
    
    
    
    
    
    
    
    
    
    
    (804
    )Common stock repurchased - 5% stock repurchase
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Program announced March 2009
    
    
    (22,200
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (236
    )
    
    
    (236
    )Stock option expense
    
    
    
    
    
    
    
    
    
    
    237
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    237Restricted stock expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    420
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    420Common stock held by ESOP committed
to be released (27,490 shares)
    
    
    
    
    
    
    
    
    
    
    (92
    )
    
    
    366
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    274Balance at June 30, 2009
    
    
    8,759,712
    
    
    $
    103
    
    
    $
    102,620
    
    
    $
    (7,689
    )
    
    $
    (2,307
    )
    
    $
    55,445
    
    
    $
    (3,084
    )
    
    $
    (21,702
    )
    
    $
    123,386Balance at December 31, 2009
    
    
    8,734,712
    
    
    $
    103
    
    
    $
    102,788
    
    
    $
    (7,322
    )
    
    $
    (2,078
    )
    
    $
    48,998
    
    
    $
    711
    
    
    $
    (21,833
    )
    
    $
    121,367Comprehensive income (loss):Net income (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,620
    )
    
    
    
    
    
    
    
    
    
    
    (2,620
    )Net unrealized gain/loss on securities
available for sale, net of reclassification
adjustment and tax effects
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    480
    
    
    
    
    
    
    
    480Total comprehensive income (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,140
    )Cash dividends declared ($0.05 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (803
    )
    
    
    
    
    
    
    
    
    
    
    (803
    )Common stock repurchased - 5% stock repurchaseProgram announced March 2009
    
    
    (43,000
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (400
    )
    
    
    (400
    )Stock option expense
    
    
    
    
    
    
    
    
    
    
    143
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    143Restricted stock expense
    
    
    
    
    
    
    
    
    
    
    20
    
    
    
    
    
    
    
    442
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    462Issuance of restricted stock
    
    
    10,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (93
    )
    
    
    (71
    )
    
    
    
    
    
    
    164
    
    
    
    Common stock held by ESOP committed
to be released (27,490 shares)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    366
    
    
    
    
    
    
    
    (109
    )
    
    
    
    
    
    
    
    
    
    
    257Balance at June 30, 2010
    
    
    8,701,712
    
    
    $
    103
    
    
    $
    102,951
    
    
    $
    (6,956
    )
    
    $
    (1,729
    )
    
    $
    45,395
    
    
    $
    1,191
    
    
    $
    (22,069
    )
    
    $
    118,886
  4




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##### Table of Contents



LEGACY BANCORP, INC.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS  (Dollars in thousands)
 Six months ended June 30,2010
    
    
    2009Cash flows from operating activities:Net loss
    
    $
    (2,620
    )
    
    $
    (2,285
    )Adjustments to reconcile net loss to net cash provided by operating activities:Provision for loan losses
    
    
    6,176
    
    
    
    2,234Net amortization of securities
    
    
    394
    
    
    
    249Amortization of intangible assets
    
    
    389
    
    
    
    345Depreciation and amortization expense
    
    
    794
    
    
    
    807(Gain) loss on sales/impairment of securities, net
    
    
    (865
    )
    
    
    2,969Loss on sales/writedowns of foreclosed real estate,
net
    
    
    264
    
    
    
    Gain on sales of loans, net
    
    
    (131
    )
    
    
    (570
    )Loans originated for sale
    
    
    (11,245
    )
    
    
    (42,660
    )Proceeds from sales of loans
    
    
    11,278
    
    
    
    43,108Share-based compensation expense
    
    
    605
    
    
    
    657Deferred tax provision (benefit)
    
    
    728
    
    
    
    (434
    )Employee Stock Ownership Plan expense
    
    
    257
    
    
    
    274Net change in:Bank-owned life insurance
    
    
    (388
    )
    
    
    (331
    )Accrued interest receivable
    
    
    115
    
    
    
    72Other assets
    
    
    (2,672
    )
    
    
    157Accrued expenses and other liabilities
    
    
    3,401
    
    
    
    (1,678
    )Net cash provided by operating activities
    
    
    6,480
    
    
    
    2,914Cash flows from investing activities:Activity in available-for-sale securities:Sales
    
    
    20,370
    
    
    
    28,868Maturities, prepayments and calls
    
    
    64,421
    
    
    
    34,567Purchases
    
    
    (100,408
    )
    
    
    (91,245
    )Purchase of other investments
    
    
    (2,130
    )
    
    
    (673
    )Maturities, Prepayments and calls of other investments
    
    
    2
    
    
    
    Loan originations and purchases, net of principal payments
    
    
    (1,977
    )
    
    
    21,209Additions to premises and equipment
    
    
    (741
    )
    
    
    (565
    )Additions to goodwill
    
    
    (1,828
    )
    
    
    Additions to other intangible assets
    
    
    (1,551
    )
    
    
    Net cash received in branch acquisition
    
    
    
    
    
    
    9,031Proceeds from sales of foreclosed assets
    
    
    1,243
    
    
    
    Net cash provided (used) by investing
activities
    
    
    (22,599
    )
    
    
    1,192
   5




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##### Table of Contents



LEGACY BANCORP, INC.
 CONSOLIDATED STATEMENTS OF CASH FLOWS (Concluded)  (Dollars in thousands)
 Six months ended June 30,2010
    
    
    2009(Unaudited)Cash flows from financing activities:Net increase in deposits
    
    
    23,398
    
    
    
    18,256Net (decrease) increase in securities sold under
agreements to repurchase
    
    
    (2,459
    )
    
    
    1,245Repayment of Federal Home Loan Bank advances
    
    
    (16,625
    )
    
    
    (21,503
    )Proceeds from Federal Home Loan Bank advances
    
    
    4,868
    
    
    
    Net increase in mortgagors escrow accounts
    
    
    (128
    )
    
    
    (83
    )Repurchase of common stock
    
    
    (400
    )
    
    
    (236
    )Payment of dividends on common stock
    
    
    (803
    )
    
    
    (804
    )Net cash provided
(used) by financing
activities
    
    
    7,851
    
    
    
    (3,125
    )Net change in cash and cash equivalents
    
    
    (8,268
    )
    
    
    981Cash and cash equivalents at beginning of period
    
    
    40,155
    
    
    
    33,595Cash and cash equivalents at end of period
    
    $
    31,887
    
    
    $
    34,576Supplemental cash flow information:Interest paid on deposits
    
    $
    4,758
    
    
    $
    5,901Interest paid on Federal Home Loan Bank advances
    
    
    2,858
    
    
    
    3,907Interest paid on other borrowed funds
    
    
    19
    
    
    
    36Income taxes paid
    
    
    220
    
    
    
    710Non-cash activities:Real estate acquired through foreclosure
    
    
    1,648
    
    
    
    
  6




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##### Table of Contents



LEGACY BANCORP AND SUBSIDIARIES
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 1. Basis of presentation
  2. Recent Accounting Pronouncements
    Receivables (Topic 310), Disclosures about the
Credit Quality of Financing Receivables and the Allowance for Credit Losses.
 3. Earnings Per Share
  7




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##### Table of Contents



Three Months Ended June 30,
    
    
    Six Months Ended June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Net loss  applicable to common stock
(000s)
    
    $
    (1,376
    )
    
    $
    (1,493
    )
    
    $
    (2,620
    )
    
    $
    (2,285
    )Average number of shares issued
    
    
    10,308,600
    
    
    
    10,308,600
    
    
    
    10,308,600
    
    
    
    10,308,600Less: average unallocated ESOP shares
    
    
    (535,897
    )
    
    
    (590,725
    )
    
    
    (542,731
    )
    
    
    (597,710
    )Less: average treasury shares
    
    
    (1,598,178
    )
    
    
    (1,540,002
    )
    
    
    (1,589,860
    )
    
    
    (1,533,382
    )Less: average unvested restricted stock awards
    
    
    (153,835
    )
    
    
    (198,740
    )
    
    
    (151,376
    )
    
    
    (198,740
    )Average number of basic shares outstanding
    
    
    8,020,690
    
    
    
    7,979,133
    
    
    
    8,024,633
    
    
    
    7,978,768Plus: dilutive unvested restricted stock awards
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Plus: diluted stock option shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Average number of diluted shares outstanding
    
    
    8,020,690
    
    
    
    7,979,133
    
    
    
    8,024,633
    
    
    
    7,978,768Basic earnings (loss) per share
    
    $
    (0.17
    )
    
    $
    (0.19
    )
    
    $
    (0.33
    )
    
    $
    (0.29
    )Diluted earnings (loss) per share
    
    $
    (0.17
    )
    
    $
    (0.19
    )
    
    $
    (0.33
    )
    
    $
    (0.29
    )
 4. Comprehensive Income (Loss)
   Six Months Ended June 30,2010
    
    
    2009SecuritiesNet unrealized holding gains  on available for sale (AFS)
securities
    
    $
    1,911
    
    
    $
    1,193Reclassification
adjustment for gains on sales of AFS securities
    
    
    (1,230
    )
    
    
    (42
    )Reclassification adjustment for OTTI losses on AFS securities
    
    
    42
    
    
    
    1,474723
    
    
    
    2,625Tax effect
    
    
    (243
    )
    
    
    (987
    )Net-of-tax amount
    
    $
    480
    
    
    $
    1,638
  June 30,
    
    
    December 31,2010
    
    
    2009(Dollars in thousands)SecuritiesNet unrealized holding gains on available for sale securities
    
    $
    2,459
    
    
    $
    1,736Tax effects
    
    
    (907
    )
    
    
    (664
    )Net-of-tax amount
    
    
    1,552
    
    
    
    1,072Directors Fee PlanUnrecognized net actuarial loss and prior
service costs
    
    
    (611
    )
    
    
    (611
    )Tax effect
    
    
    250
    
    
    
    250Net-of-tax amount
    
    
    (361
    )
    
    
    (361
    )$
    1,191
    
    
    $
    711
 8




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##### Table of Contents



5. Dividends
  6. Commitments and Other Contingencies
   7. Wealth Management Company Acquisition
   8. Securities
  June 30, 2010Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    FairCost
    
    
    Gains
    
    
    Losses
    
    
    ValueSecurities Available for SaleDebt securities:Government-sponsored enterprises (GSE)
    
    $
    109,661
    
    
    $
    718
    
    
    $
    (5
    )
    
    $
    110,374Municipal
    
    
    12,060
    
    
    
    298
    
    
    
    (30
    )
    
    
    12,328Corporate and other
    
    
    1,315
    
    
    
    28
    
    
    
    
    
    
    
    1,343GSE residential mortgage-backed
    
    
    16,768
    
    
    
    865
    
    
    
    (2
    )
    
    
    17,631U.S. Government guaranteed residential
mortgage-backed
    
    
    39,217
    
    
    
    887
    
    
    
    (49
    )
    
    
    40,055Total debt securities
    
    
    179,021
    
    
    
    2,796
    
    
    
    (86
    )
    
    
    181,731Marketable equity securities
    
    
    3,080
    
    
    
    74
    
    
    
    (325
    )
    
    
    2,829Total securities available for sale
    
    $
    182,101
    
    
    $
    2,870
    
    
    $
    (411
    )
    
    $
    184,560Securities Held to MaturityOther bonds and obligations
    
    $
    97
    
    
    $
    
    
    
    $
    
    
    
    $
    97
 9




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##### Table of Contents



December 31,2009Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    FairCost
    
    
    Gains
    
    
    Losses
    
    
    ValueSecurities Available for SaleDebt securities:Government-sponsored enterprises (GSE)
    
    $
    80,393
    
    
    $
    138
    
    
    $
    (555
    )
    
    $
    79,976Municipal
    
    
    17,521
    
    
    
    398
    
    
    
    (44
    )
    
    
    17,875Corporate and other
    
    
    1,321
    
    
    
    30
    
    
    
    
    
    
    
    1,351GSE residential mortgage-backed
    
    
    29,591
    
    
    
    983
    
    
    
    (71
    )
    
    
    30,503U.S. Government guaranteed residential
mortgage-backed
    
    
    33,625
    
    
    
    248
    
    
    
    (237
    )
    
    
    33,636Total debt securities
    
    
    162,451
    
    
    
    1,797
    
    
    
    (907
    )
    
    
    163,341Marketable equity securities
    
    
    3,239
    
    
    
    889
    
    
    
    (43
    )
    
    
    4,085Total securities available for sale
    
    $
    165,690
    
    
    $
    2,686
    
    
    $
    (950
    )
    
    $
    167,426Securities Held to MaturityOther bonds and obligations
    
    $
    97
    
    
    $
    
    
    
    $
    
    
    
    $
    97
  Available for Sale
    
    
    Held to MaturityAmortized
    
    
    Fair
    
    
    Amortized
    
    
    FairCost
    
    
    Value
    
    
    Cost
    
    
    ValueWithin 1 year
    
    $
    5,067
    
    
    $
    5,087
    
    
    $
    
    
    
    $
    Over 1 year to 5 years
    
    
    70,166
    
    
    
    70,736
    
    
    
    82
    
    
    
    82Over 5 years to 10 years
    
    
    32,721
    
    
    
    32,982
    
    
    
    
    
    
    
    Over 10 years
    
    
    15,082
    
    
    
    15,240
    
    
    
    15
    
    
    
    15Total bonds and obligations
    
    
    123,036
    
    
    
    124,045
    
    
    
    97
    
    
    
    97Mortgage-backed
    
    
    55,985
    
    
    
    57,686
    
    
    
    
    
    
    
    Total debt securities
    
    $
    179,021
    
    
    $
    181,731
    
    
    $
    97
    
    
    $
    97
    10




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##### Table of Contents



Less Than Twelve Months
    
    
    Over Twelve MonthsGross
    
    
    
    
    
    
    GrossUnrealized
    
    
    Fair
    
    
    Unrealized
    
    
    FairLosses
    
    
    Value
    
    
    Losses
    
    
    ValueJune 30, 2010:Debt securities:Government-sponsored enterprises (GSE)
    
    $
    5
    
    
    $
    5,748
    
    
    $
    
    
    
    $
    Municipal
    
    
    
    
    
    
    
    
    
    
    30
    
    
    
    2,242GSE residential mortgage-backed
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    385U.S. Government guaranteed residential
mortgage-backed
    
    
    20
    
    
    
    2,265
    
    
    
    29
    
    
    
    3,317Total debt securities
    
    
    25
    
    
    
    8,013
    
    
    
    61
    
    
    
    5,944Marketable equity securities
    
    
    264
    
    
    
    1,570
    
    
    
    61
    
    
    
    502Total temporarily impaired securities
    
    $
    289
    
    
    $
    9,583
    
    
    $
    122
    
    
    $
    6,446December 31, 2009:Debt securities:Government-sponsored enterprises (GSE)
    
    $
    555
    
    
    $
    46,751
    
    
    $
    
    
    
    $
    Municipal
    
    
    2
    
    
    
    818
    
    
    
    42
    
    
    
    2,472GSE residential mortgage-backed
    
    
    38
    
    
    
    2,983
    
    
    
    33
    
    
    
    1,779U.S. Government guaranteed residential
mortgage-backed
    
    
    237
    
    
    
    19,171
    
    
    
    
    
    
    
    Total debt securities
    
    
    832
    
    
    
    69,723
    
    
    
    75
    
    
    
    4,251Marketable equity securities
    
    
    35
    
    
    
    472
    
    
    
    8
    
    
    
    226Total temporarily impaired securities
    
    $
    867
    
    
    $
    70,195
    
    
    $
    83
    
    
    $
    4,477
  Gross# of
    
    
    Amortized
    
    
    Unrealized
    
    
    % ofSecurities
    
    
    Cost
    
    
    Loss
    
    
    DepreciationGovernment-sponsored enterprises (GSE)
    
    
    5
    
    
    $
    5,753
    
    
    $
    5
    
    
    
    0.1
    %Municipal
    
    
    5
    
    
    
    2,272
    
    
    
    30
    
    
    
    1.3
    %GSE residential mortgage-backed
    
    
    1
    
    
    
    387
    
    
    
    2
    
    
    
    0.5
    %U.S. Government guaranteed residential mortgage-backed
    
    
    8
    
    
    
    5,631
    
    
    
    49
    
    
    
    0.9
    %
    11




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##### Table of Contents



9. Fair Values of Assets and Liabilities
  Level 1  Valuation is based on quoted prices in active markets for identical assets or
liabilities. Level 1 assets and liabilities generally include debt and equity securities
that are traded in an active exchange market. Valuations are obtained from readily
available pricing sources for market transactions involving identical assets or
liabilities.
 Level 2  Valuation is based on observable inputs other than Level 1 prices, such as
quoted prices for similar assets or liabilities; quoted prices in markets that are not
active; or other inputs that are observable or can be corroborated by observable market
data for substantially the full term of the assets or liabilities.
 Level 3  Valuation is based on unobservable inputs that are supported by little or no
market activity and that are significant to the fair value of the assets or liabilities.
Level 3 assets and liabilities include financial instruments whose value is determined
using unobservable inputs to 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.
  Cash and cash equivalents  The carrying amounts of cash and short-term
instruments approximate fair values based on the short-term nature of the assets.
 Interest-bearing deposits in banks  The carrying amounts of interest-bearing
deposits maturing within ninety days approximate their fair values. Fair values of other
interest-bearing deposits are estimated using discounted cash flow analyses based on
current market rates for similar types of deposits.
 Securities available for sale  The securities measured at fair value in Level 1
are based on quoted market prices in an active exchange market. These securities include
marketable equity securities. Securities measured at fair value in Level 2 are based on
independent market-based prices received from a third-party pricing service who utilizes
pricing models that consider standard input factors such as observable market data,
benchmark yields, interest rate volatilities, broker/dealer quotes, credit spreads and
new issue data. These securities include debt and mortgage-backed securities issued by
government-sponsored enterprises including Federal Home Loan Mortgage Corporation (FHLMC)
Federal National Mortgage Association (FNMA) and Government National Mortgage Association
(GNMA) bonds, municipal bonds and corporate and other securities. The Company does not
have any securities measured at fair value in Level 3 as of June 30, 2010.
 Federal Home Loan Bank stock  The fair value is based upon the redemption value
of the stock which equates to its carrying value.
 Restricted equity securities and other investments  The carrying value of
restricted equity securities represents redemption value and, therefore, approximates
fair value. The fair value of other non-marketable equity securities is estimated based
on consideration of credit exposure. Investments measures at fair value in Level 3
include the Banks investment in certain real
estate partnerships, the value of which are based on an analysis of the financial
statements of the partnerships and underlying real estate projects.
 Loans receivable  Fair values for certain mortgage loans (e.g., one-to-four
family residential) are based on quoted market prices of similar loans sold in
conjunction with securitization transactions adjusted for differences in loan
characteristics. Fair values for other loans (e.g., commercial real estate and investment
property mortgage loans, commercial and industrial loans and consumer 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.
Non-performing loans are assumed to be carried at their current fair value.
 Deposit liabilities  The fair values disclosed for demand deposits (e.g.,
interest and non-interest checking, passbook savings, and certain types of money market
accounts) are, by definition, equal to the amount payable on demand at the reporting date
(i.e., their carrying amounts). The carrying amounts of certificates of deposit (CDs)
originated by the company are valued using a replacement cost of funds approach and are
discounted to a 12 district FHLB average curve. Fair values for brokered time deposits
are also valued using a replacement cost of funds approach and are discounted to the
brokered CD curve.
 Short-term borrowings  For short-term borrowings maturing within ninety days,
carrying values approximate fair values. Fair values of other short-term borrowings are
estimated using discounted cash flow analyses based on the current incremental borrowing
rates in the market for similar types of borrowing arrangements.
 Long-term borrowings  The fair values of the Companys long-term borrowings are
estimated using discounted cash flow analyses based on the current incremental borrowing
rates in the market for similar types of borrowing arrangements.
 12




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##### Table of Contents



Accrued interest  The carrying amounts of accrued interest approximate fair
value.
  June 30, 2010Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    Fair ValueAssetsDebt Securities:Government-sponsored enterprises (GSE)
    
    $
    
    
    
    $
    110,374
    
    
    $
    
    
    
    $
    110,374Municipal bonds
    
    
    
    
    
    
    12,328
    
    
    
    
    
    
    
    12,328Corporate bonds and other obligations
    
    
    
    
    
    
    1,343
    
    
    
    
    
    
    
    1,343GSE residential mortgage-backed
    
    
    
    
    
    
    17,631
    
    
    
    
    
    
    
    17,631U.S. Government guaranteed residential
mortagage-backed
    
    
    
    
    
    
    40,055
    
    
    
    
    
    
    
    40,055Common stock
    
    
    2,829
    
    
    
    
    
    
    
    
    
    
    
    2,829Securities available for sale
    
    
    2,829
    
    
    
    181,731
    
    
    
    
    
    
    
    184,560Total assets
    
    $
    2,829
    
    
    $
    181,731
    
    
    $
    
    
    
    $
    184,560
 December 31, 2009Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    Fair ValueAssetsDebt Securities:Government-sponsored enterprises (GSE)
    
    $
    
    
    
    $
    79,976
    
    
    $
    
    
    
    $
    79,976Municipal bonds
    
    
    
    
    
    
    17,875
    
    
    
    
    
    
    
    17,875Corporate bonds and other obligations
    
    
    
    
    
    
    1,351
    
    
    
    
    
    
    
    1,351GSE residential mortgage-backed
    
    
    
    
    
    
    30,503
    
    
    
    
    
    
    
    30,503U.S. Government guaranteed residential
mortagage-backed
    
    
    
    
    
    
    33,636
    
    
    
    
    
    
    
    33,636Common stock
    
    
    4,085
    
    
    
    
    
    
    
    
    
    
    
    4,085Securities available for sale
    
    
    4,085
    
    
    
    163,341
    
    
    
    
    
    
    
    167,426Total assets
    
    $
    4,085
    
    
    $
    163,341
    
    
    $
    
    
    
    $
    167,426
   Six MonthsQuarter Ended
    
    
    EndedJune 30, 2010
    
    
    June 30, 2010
    
    
    June 30, 2010Total
    
    
    TotalLevel 1
    
    
    Level 2
    
    
    Level 3
    
    
    Gains/(Losses)
    
    
    Gains/(Losses)AssetsImpaired loans
    
    $
    
    
    
    $
    
    
    
    $
    18,801
    
    
    $
    (3,302
    )
    
    $
    (5,405
    )Other investments
    
    
    
    
    
    
    
    
    
    
    6,357
    
    
    
    (24
    )
    
    
    (323
    )Foreclosed assets
    
    
    
    
    
    
    
    
    
    
    1,336
    
    
    
    (189
    )
    
    
    (264
    )Total assets
    
    $
    
    
    
    $
    
    
    
    $
    26,494
    
    
    $
    (3,515
    )
    
    $
    (5,992
    )
 Six MonthsQuarter Ended
    
    
    EndedJune 30, 2009
    
    
    June 30, 2009
    
    
    June 30, 2009Total
    
    
    TotalLevel 1
    
    
    Level 2
    
    
    Level 3
    
    
    Gains/(Losses)
    
    
    Gains/(Losses)AssetsImpaired loans
    
    $
    
    
    
    $
    10,489
    
    
    $
    
    
    
    $
    (1,502
    )
    
    $
    (2,056
    )Total assets
    
    $
    
    
    
    $
    10,489
    
    
    $
    
    
    
    $
    (1,502
    )
    
    $
    (2,056
    )
 13




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##### Table of Contents



Summary of Fair Values of Financial Instruments
  June 30, 2010
    
    
    December 31, 2009Carrying
    
    
    Fair
    
    
    Carrying
    
    
    FairAmount
    
    
    Value
    
    
    Amount
    
    
    ValueFinancial assets:Cash and cash equivalents
    
    $
    31,887
    
    
    $
    31,887
    
    
    $
    40,155
    
    
    $
    40,155Securities  Available for sale
    
    
    184,560
    
    
    
    184,560
    
    
    
    167,426
    
    
    
    167,426Securities  Held to maturity
    
    
    97
    
    
    
    97
    
    
    
    97
    
    
    
    97Federal Home Loan Bank ofBoston stock
    
    
    10,932
    
    
    
    10,932
    
    
    
    10,932
    
    
    
    10,932Savings Bank Life Insurance
stock
    
    
    1,709
    
    
    
    1,709
    
    
    
    1,709
    
    
    
    1,709Other investments
    
    
    6,357
    
    
    
    6,357
    
    
    
    4,552
    
    
    
    4,552Loans and loans held for sale
    
    
    647,585
    
    
    
    659,126
    
    
    
    653,334
    
    
    
    656,978Accrued interest receivable
    
    
    3,191
    
    
    
    3,191
    
    
    
    3,306
    
    
    
    3,306Financial liabilities:Deposits
    
    
    674,776
    
    
    
    681,463
    
    
    
    651,378
    
    
    
    656,038Repurchase agreements
    
    
    3,927
    
    
    
    3,927
    
    
    
    6,386
    
    
    
    6,386FHLB advances
    
    
    148,595
    
    
    
    157,938
    
    
    
    160,352
    
    
    
    167,331Mortgagors escrow accounts
    
    
    930
    
    
    
    930
    
    
    
    1,058
    
    
    
    1,058
 10. Subsequent Events
  
 Item 2: Managements Discussion and Analysis of Financial Condition and Results of Operations
  14




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##### Table of Contents



Forward-Looking Statements
  Critical Accounting Policies
  Allowance for Loan Losses. Allowance for
Loan Losses
 Income Taxes.
  Other-Than-Temporary Impairment (OTTI).
 Fair Values of Assets and Liabilities: Fair Values of Assets and Liabilities
 Goodwill.
 15




---



##### Table of Contents



Comparison of Financial Condition at June 30, 2010 and December 31, 2009
 Overview:
 Investment Activities
 16




---



##### Table of Contents



At June 30, 2010
    
    
    At December 31, 2009Amortized
    
    
    
    
    
    
    AmortizedCost
    
    
    Fair Value
    
    
    Cost
    
    
    Fair Value(Dollars in Thousands)Securities available for sale:Government-sponsored enterprises (GSE)
    
    $
    109,661
    
    
    $
    110,374
    
    
    $
    80,393
    
    
    $
    79,976Municipal bonds
    
    
    12,060
    
    
    
    12,328
    
    
    
    17,521
    
    
    
    17,875Corporate bonds and other obligations
    
    
    1,315
    
    
    
    1,343
    
    
    
    1,321
    
    
    
    1,351GSE residential mortgage-backed
    
    
    16,768
    
    
    
    17,631
    
    
    
    29,591
    
    
    
    30,503U.S. Government guaranteed residential mortagage-backed
    
    
    39,217
    
    
    
    40,055
    
    
    
    33,625
    
    
    
    33,636Total debt securities
    
    
    179,021
    
    
    
    181,731
    
    
    
    162,451
    
    
    
    163,341Common stock
    
    
    3,080
    
    
    
    2,829
    
    
    
    3,239
    
    
    
    4,085Total securities available for sale
    
    
    182,101
    
    
    
    184,560
    
    
    
    165,690
    
    
    
    167,426Securities held to maturity:Other bonds and obligations
    
    
    97
    
    
    
    97
    
    
    
    97
    
    
    
    97Restricted equity securities and other investments:Federal Home Loan Bank of Boston stock
    
    
    10,932
    
    
    
    10,932
    
    
    
    10,932
    
    
    
    10,932Savings Bank Life Insurance
    
    
    1,709
    
    
    
    1,709
    
    
    
    1,709
    
    
    
    1,709Real estate partnerships
    
    
    6,205
    
    
    
    6,205
    
    
    
    4,397
    
    
    
    4,397Other investments
    
    
    152
    
    
    
    152
    
    
    
    155
    
    
    
    155Total restricted equity securities and other investments
    
    
    18,998
    
    
    
    18,998
    
    
    
    17,193
    
    
    
    17,193Total securities
    
    $
    201,196
    
    
    $
    203,655
    
    
    $
    182,980
    
    
    $
    184,716
 Lending Activities:
 At June 30, 2010
    
    
    At December 31, 2009Amount
    
    
    Percent
    
    
    Amount
    
    
    Percent(Dollars in Thousands)Mortgage loans on real estate:Residential
    
    $
    278,386
    
    
    
    42.51
    %
    
    $
    285,618
    
    
    
    43.12
    %Commercial
    
    
    261,787
    
    
    
    39.97
    
    
    
    263,910
    
    
    
    39.85Home equity
    
    
    69,493
    
    
    
    10.61
    
    
    
    69,625
    
    
    
    10.51609,666
    
    
    
    93.09
    
    
    
    619,153
    
    
    
    93.48Other loans:Commercial
    
    
    33,760
    
    
    
    5.16
    
    
    
    31,373
    
    
    
    4.74Consumer and other
    
    
    11,492
    
    
    
    1.75
    
    
    
    11,791
    
    
    
    1.7845,252
    
    
    
    6.91
    
    
    
    43,164
    
    
    
    6.52Total loans
    
    
    654,918
    
    
    
    100.00
    %
    
    
    662,317
    
    
    
    100.00
    %Other Items:Net deferred loan costs
    
    
    1,331
    
    
    
    
    
    
    
    1,400Allowance for loan losses
    
    
    (9,468
    )
    
    
    
    
    
    
    (11,089
    )Total Loans, net
    
    $
    646,781
    
    
    
    
    
    
    $
    652,628
  17




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##### Table of Contents



Non-performing Assets:
 At June 30,
    
    
    At December 31,2010
    
    
    2009(Dollars in Thousands)Non-accrual loans:Residential mortgage
    
    $
    3,672
    
    
    $
    4,822Commercial mortgage
    
    
    11,476
    
    
    
    13,942Commercial
    
    
    583
    
    
    
    743Home equity, consumer and other
    
    
    68
    
    
    
    71Total non-accrual loans
    
    
    15,799
    
    
    
    19,578Loans greater than 90 days delinquent and still
accruing:Residential mortgage
    
    
    
    
    
    
    Commercial mortgage
    
    
    
    
    
    
    Commercial
    
    
    
    
    
    
    Home equity, consumer and other
    
    
    
    
    
    
    Total loans 90 days delinquent and still accruing
    
    
    
    
    
    
    Total non-performing loans
    
    
    15,799
    
    
    
    19,578Other real estate owned
    
    
    1,336
    
    
    
    1,195Total non-performing assets (NPAs)
    
    $
    17,135
    
    
    $
    20,773Troubled debt restructurings included in NPAs
    
    $
    4,475
    
    
    $
    5,904Troubled debt restructurings not included in NPAs
    
    
    6,792
    
    
    
    4,886Total troubled debt restructurings
    
    $
    11,267
    
    
    $
    10,790Ratios:Non-performing loans to total loans
    
    
    2.41
    %
    
    
    2.96
    %Non-performing assets to total assets
    
    
    1.79
    %
    
    
    2.20
    %
  Allowance for Loan Losses :
  18




---



##### Table of Contents



At or for the three
    
    
    At or for the six monthsmonths ended June 30,
    
    
    ended June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009(Dollars in Thousands)Balance at beginning of period
    
    $
    8,099
    
    
    $
    7,330
    
    
    $
    11,089
    
    
    $
    6,642Charge-offs:Mortgage loans on residential real estate:
    
    
    
    
    
    
    
    
    
    
    (35
    )
    
    
    Mortgage loans on commercial real estate:
    
    
    (2,172
    )
    
    
    
    
    
    
    (7,349
    )
    
    
    Other loans:Commercial
    
    
    (201
    )
    
    
    
    
    
    
    (398
    )
    
    
    (14
    )Consumer and other
    
    
    (23
    )
    
    
    (69
    )
    
    
    (43
    )
    
    
    (126
    )Total other loans
    
    
    (224
    )
    
    
    (69
    )
    
    
    (441
    )
    
    
    (140
    )Total charge-offs
    
    
    (2,396
    )
    
    
    (69
    )
    
    
    (7,825
    )
    
    
    (140
    )Recoveries:Mortgage loans on real estate
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    1Other loans:Commercial
    
    
    
    
    
    
    18
    
    
    
    
    
    
    
    30Consumer and other
    
    
    9
    
    
    
    27
    
    
    
    28
    
    
    
    46Total other loans
    
    
    9
    
    
    
    45
    
    
    
    28
    
    
    
    76Total recoveries
    
    
    9
    
    
    
    46
    
    
    
    28
    
    
    
    77Net recoveries (charge-offs)
    
    
    (2,387
    )
    
    
    (23
    )
    
    
    (7,797
    )
    
    
    (63
    )Provision for loan losses
    
    
    3,756
    
    
    
    1,506
    
    
    
    6,176
    
    
    
    2,234Balance at end of period
    
    $
    9,468
    
    
    $
    8,813
    
    
    $
    9,468
    
    
    $
    8,813Ratios:Net recoveries (charge-offs) to average loans outstanding - 12 month
rolling average
    
    
    
    
    
    
    
    
    
    
    (1.25
    %)
    
    
    (0.02
    %)Allowance for loan losses to non-performing loans at end of period
    
    
    
    
    
    
    
    
    
    
    59.93
    %
    
    
    59.00
    %Allowance for loan losses to total loans at end of period
    
    
    
    
    
    
    
    
    
    
    1.45
    %
    
    
    1.30
    %
 19




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##### Table of Contents



Mortgage Servicing Rights:
 Deposits
 At June 30, 2010
    
    
    At December 31, 2009Balance
    
    
    Percent
    
    
    Balance
    
    
    Percent(Dollars in Thousands)Deposit type:Demand
    
    $
    70,651
    
    
    
    10.47
    %
    
    $
    75,232
    
    
    
    11.55
    %Regular savings
    
    
    52,461
    
    
    
    7.78
    
    
    
    49,883
    
    
    
    7.66Relationship savings
    
    
    142,538
    
    
    
    21.12
    
    
    
    125,328
    
    
    
    19.24Money market deposits
    
    
    72,337
    
    
    
    10.72
    
    
    
    63,077
    
    
    
    9.68NOW deposits
    
    
    46,516
    
    
    
    6.89
    
    
    
    48,546
    
    
    
    7.45Total transaction accounts
    
    
    384,503
    
    
    
    56.98
    
    
    
    362,066
    
    
    
    55.58Term certificates less than $100,000
    
    
    168,413
    
    
    
    24.96
    
    
    
    174,284
    
    
    
    26.76Term certificates $100,000 or more
    
    
    121,860
    
    
    
    18.06
    
    
    
    115,028
    
    
    
    17.66Total certificate accounts
    
    
    290,273
    
    
    
    43.02
    
    
    
    289,312
    
    
    
    44.42Total deposits
    
    $
    674,776
    
    
    
    100.00
    %
    
    $
    651,378
    
    
    
    100.00
    %
  Borrowings:
 Stockholders Equity:
 Comparison of Operating Results for the Three Months Ended June 30, 2010 and 2009
  Analysis of Net Interest Income
   20




---



##### Table of Contents



Three Months Ended June 30, 2010
    
    
    Three Months Ended June 30, 2009Average
    
    
    
    
    
    
    
    
    
    
    Average OutstandingOutstanding Balance
    
    
    Interest
    
    
    Yield/ Rate(1)
    
    
    Balance
    
    
    Interest
    
    
    Yield/ Rate(1)(Dollars in thousands)Interest-earning assets:Loans  Net (2)
    
    $
    641,497
    
    
    $
    9,027
    
    
    
    5.63
    %
    
    $
    685,660
    
    
    $
    9,803
    
    
    
    5.72
    %Investment securities
    
    
    206,586
    
    
    
    1,403
    
    
    
    2.72
    %
    
    
    183,022
    
    
    
    1,781
    
    
    
    3.89
    %Short-term investments
    
    
    16,122
    
    
    
    7
    
    
    
    0.17
    %
    
    
    18,488
    
    
    
    3
    
    
    
    0.06
    %Total interest-earning assets
    
    
    864,205
    
    
    
    10,437
    
    
    
    4.83
    %
    
    
    887,170
    
    
    
    11,587
    
    
    
    5.22
    %Non-interest-earning assets
    
    
    78,636
    
    
    
    
    
    
    
    
    
    
    
    73,370Total assets
    
    $
    942,841
    
    
    
    
    
    
    
    
    
    
    $
    960,540Interest-bearing liabilities:Savings deposits
    
    $
    51,976
    
    
    
    34
    
    
    
    0.26
    %
    
    $
    51,768
    
    
    
    44
    
    
    
    0.34
    %Relationship savings
    
    
    139,321
    
    
    
    300
    
    
    
    0.86
    %
    
    
    120,731
    
    
    
    380
    
    
    
    1.26
    %Money market
    
    
    68,286
    
    
    
    115
    
    
    
    0.67
    %
    
    
    72,699
    
    
    
    186
    
    
    
    1.02
    %NOW accounts
    
    
    44,823
    
    
    
    32
    
    
    
    0.29
    %
    
    
    44,548
    
    
    
    45
    
    
    
    0.40
    %Certificates of deposits
    
    
    287,989
    
    
    
    1,797
    
    
    
    2.50
    %
    
    
    281,784
    
    
    
    2,143
    
    
    
    3.04
    %Total interest-bearing deposits
    
    
    592,395
    
    
    
    2,278
    
    
    
    1.54
    %
    
    
    571,530
    
    
    
    2,798
    
    
    
    1.96
    %Borrowed funds
    
    
    155,017
    
    
    
    1,410
    
    
    
    3.64
    %
    
    
    189,940
    
    
    
    1,877
    
    
    
    3.95
    %Total interest-bearing liabilities
    
    
    747,412
    
    
    
    3,688
    
    
    
    1.97
    %
    
    
    761,470
    
    
    
    4,675
    
    
    
    2.46
    %Non-interest-bearing liabilities
    
    
    72,859
    
    
    
    
    
    
    
    
    
    
    
    72,890Total liabilities
    
    
    820,271
    
    
    
    
    
    
    
    
    
    
    
    834,360Equity
    
    
    122,570
    
    
    
    
    
    
    
    
    
    
    
    126,180Total liabilities and equity
    
    $
    942,841
    
    
    
    
    
    
    
    
    
    
    $
    960,540Net interest income
    
    
    
    
    
    $
    6,749
    
    
    
    
    
    
    
    
    
    
    $
    6,912Net interest rate spread (3)
    
    
    
    
    
    
    
    
    
    
    2.86
    %
    
    
    
    
    
    
    
    
    
    
    2.76
    %Net interest-earning assets (4)
    
    $
    116,793
    
    
    
    
    
    
    
    
    
    
    $
    125,700Net interest margin (5)
    
    
    
    
    
    
    
    
    
    
    3.12
    %
    
    
    
    
    
    
    
    
    
    
    3.12
    %Average interest-earning assets to
interest-bearing liabilities
    
    
    
    
    
    
    
    
    
    
    115.63
    %
    
    
    
    
    
    
    
    
    
    
    116.51
    %
 
 (1)
    
    Yields and rates for the three months ended June 30, 2010 and 2009 are annualized.(2)
    
    Includes loans held for sale.(3)
    
    Net interest rate spread represents the difference between the yield on total average interest-earning assets and the cost of total average
interest-bearing liabilities for the three months ended June 30, 2010 and 2009.(4)
    
    Net interest-earning assets represents total interest-earning assets less total interest-bearing liabilities.(5)
    
    Net interest margin represents net interest income divided by average total interest-earning assets.  21




---



##### Table of Contents



Three Months Ended June 30,2010 vs. 2009Increase
    
    
    Total(Decrease) Due to
    
    
    IncreaseVolume
    
    
    Rate
    
    
    (Decrease)(Dollars in thousands)Interest-earning assets:Loans  Net
    
    $
    (624
    )
    
    $
    (152
    )
    
    $
    (776
    )Investment securities
    
    
    283
    
    
    
    (661
    )
    
    
    (378
    )Short-term investments
    
    
    
    
    
    
    4
    
    
    
    4Total interest-earning assets
    
    
    (341
    )
    
    
    (809
    )
    
    
    (1,150
    )Interest-bearing liabilities:Savings deposits
    
    
    
    
    
    
    (10
    )
    
    
    (10
    )Relationship savings
    
    
    76
    
    
    
    (156
    )
    
    
    (80
    )Money market
    
    
    (10
    )
    
    
    (61
    )
    
    
    (71
    )NOW accounts
    
    
    
    
    
    
    (13
    )
    
    
    (13
    )Certificates of deposits
    
    
    49
    
    
    
    (395
    )
    
    
    (346
    )Total deposits
    
    
    115
    
    
    
    (635
    )
    
    
    (520
    )Borrowed funds
    
    
    (327
    )
    
    
    (140
    )
    
    
    (467
    )Total interest-bearing liabilities
    
    
    (212
    )
    
    
    (775
    )
    
    
    (987
    )Change in net interest income
    
    $
    (129
    )
    
    $
    (34
    )
    
    $
    (163
    )
 Net interest income
 Interest income
 Interest expense
 Provision for loan loss expense
 Non-interest income
 22




---



##### Table of Contents



Non-interest expense
 Income tax benefit
 Comparison of Operating Results for the Six Months Ended June 30, 2010 and 2009
  Analysis of Net Interest Income
   23




---



##### Table of Contents



Six Months Ended June 30, 2010
    
    
    Six Months Ended June 30, 2009Average
    
    
    
    
    
    
    
    
    
    
    AverageOutstanding
    
    
    
    
    
    
    
    
    
    
    OutstandingBalance
    
    
    Interest
    
    
    Yield/ Rate(1)
    
    
    Balance
    
    
    Interest
    
    
    Yield/ Rate(1)(Dollars in thousands)Interest-earning assets:Loans  Net (2)
    
    $
    644,587
    
    
    $
    18,323
    
    
    
    5.69
    %
    
    $
    689,985
    
    
    $
    19,835
    
    
    
    5.75
    %Investment securities
    
    
    198,540
    
    
    
    2,755
    
    
    
    2.78
    %
    
    
    170,726
    
    
    
    3,681
    
    
    
    4.31
    %Short-term investments
    
    
    15,934
    
    
    
    13
    
    
    
    0.16
    %
    
    
    20,295
    
    
    
    7
    
    
    
    0.07
    %Total interest-earning assets
    
    
    859,061
    
    
    
    21,091
    
    
    
    4.91
    %
    
    
    881,006
    
    
    
    23,523
    
    
    
    5.34
    %Non-interest-earning assets
    
    
    78,486
    
    
    
    
    
    
    
    
    
    
    
    73,524Total assets
    
    $
    937,547
    
    
    
    
    
    
    
    
    
    
    $
    954,530Interest-bearing liabilities:Savings deposits
    
    $
    51,109
    
    
    
    67
    
    
    
    0.26
    %
    
    $
    50,960
    
    
    
    93
    
    
    
    0.36
    %Relationship savings
    
    
    133,790
    
    
    
    623
    
    
    
    0.93
    %
    
    
    122,164
    
    
    
    858
    
    
    
    1.40
    %Money market
    
    
    66,322
    
    
    
    246
    
    
    
    0.74
    %
    
    
    65,119
    
    
    
    385
    
    
    
    1.18
    %NOW accounts
    
    
    44,517
    
    
    
    65
    
    
    
    0.29
    %
    
    
    43,024
    
    
    
    94
    
    
    
    0.44
    %Certificates of deposits
    
    
    288,579
    
    
    
    3,716
    
    
    
    2.58
    %
    
    
    280,688
    
    
    
    4,374
    
    
    
    3.12
    %Total interest-bearing
deposits
    
    
    584,317
    
    
    
    4,717
    
    
    
    1.61
    %
    
    
    561,955
    
    
    
    5,804
    
    
    
    2.07
    %Borrowed funds
    
    
    157,728
    
    
    
    2,870
    
    
    
    3.64
    %
    
    
    194,408
    
    
    
    3,849
    
    
    
    3.96
    %Total interest-bearing
liabilities
    
    
    742,045
    
    
    
    7,587
    
    
    
    2.04
    %
    
    
    756,363
    
    
    
    9,653
    
    
    
    2.55
    %Non-interest-bearing
liabilities
    
    
    72,389
    
    
    
    
    
    
    
    
    
    
    
    72,367Total liabilities
    
    
    814,434
    
    
    
    
    
    
    
    
    
    
    
    828,730Equity
    
    
    123,113
    
    
    
    
    
    
    
    
    
    
    
    125,800Total liabilities and equity
    
    $
    937,547
    
    
    
    
    
    
    
    
    
    
    $
    954,530Net interest income
    
    
    
    
    
    $
    13,504
    
    
    
    
    
    
    
    
    
    
    $
    13,870Net interest rate spread (3)
    
    
    
    
    
    
    
    
    
    
    2.87
    %
    
    
    
    
    
    
    
    
    
    
    2.79
    %Net interest-earning assets
(4)
    
    $
    117,016
    
    
    
    
    
    
    
    
    
    
    $
    124,643Net interest margin (5)
    
    
    
    
    
    
    
    
    
    
    3.14
    %
    
    
    
    
    
    
    
    
    
    
    3.15
    %Average interest-earning
assets to interest-bearing
liabilities
    
    
    
    
    
    
    
    
    
    
    115.77
    %
    
    
    
    
    
    
    
    
    
    
    116.48
    %
 
 (1)
    
    Yields and rates for the six months ended June 30, 2010 and 2009 are annualized.(2)
    
    Includes loans held for sale.(3)
    
    Net interest rate spread represents the difference between the yield on total average
interest-earning assets and the cost of total average
interest-bearing liabilities for the six months ended June 30, 2010 and 2009.(4)
    
    Net interest-earning assets represents total interest-earning assets less total
interest-bearing liabilities.(5)
    
    Net interest margin represents net interest income divided by average total interest-earning
assets.  24




---



##### Table of Contents



Six Months Ended June 30,2010 vs. 2009Increase
    
    
    Total(Decrease) Due to
    
    
    IncreaseVolume
    
    
    Rate
    
    
    (Decrease)(Dollars in thousands)Interest-earning assets:Loans  Net
    
    $
    (1,305
    )
    
    $
    (207
    )
    
    $
    (1,512
    )Investment securities
    
    
    785
    
    
    
    (1,711
    )
    
    
    (926
    )Short-term investments
    
    
    (2
    )
    
    
    8
    
    
    
    6Total interest-earning assets
    
    
    (522
    )
    
    
    (1,910
    )
    
    
    (2,432
    )Interest-bearing liabilities:Savings deposits
    
    
    
    
    
    
    (26
    )
    
    
    (26
    )Relationship savings
    
    
    92
    
    
    
    (327
    )
    
    
    (235
    )Money market
    
    
    7
    
    
    
    (146
    )
    
    
    (139
    )NOW accounts
    
    
    3
    
    
    
    (32
    )
    
    
    (29
    )Certificates of deposits
    
    
    127
    
    
    
    (785
    )
    
    
    (658
    )Total deposits
    
    
    229
    
    
    
    (1,316
    )
    
    
    (1,087
    )Borrowed funds
    
    
    (685
    )
    
    
    (294
    )
    
    
    (979
    )Total interest-bearing liabilities
    
    
    (456
    )
    
    
    (1,610
    )
    
    
    (2,066
    )Change in net interest income
    
    $
    (66
    )
    
    $
    (300
    )
    
    $
    (366
    )
 Net interest income
 Interest income
 Interest expense
 Provision for loan loss expense
 Non-interest income
 25




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##### Table of Contents



Non-interest expense
 Income tax benefit
 Minimum Regulatory Capital Requirements:
 Minimum To Be WellMinimum
    
    
    Capitalized UnderCapital
    
    
    Prompt CorrectiveActual
    
    
    Requirement
    
    
    Action ProvisionsAmount
    
    
    Ratio
    
    
    Amount
    
    
    Ratio
    
    
    Amount
    
    
    RatioJune 30, 2010:Total capital to risk weighted assets
    
    $
    74,173
    
    
    
    11.6
    %
    
    $
    51,115
    
    
    
    8.0
    %
    
    $
    63,894
    
    
    
    10.0
    %Tier 1 capital to risk weighted assets:
    
    
    66,165
    
    
    
    10.4
    
    
    
    25,558
    
    
    
    4.0
    
    
    
    38,336
    
    
    
    6.0Tier 1 capital to average assets:
    
    
    66,165
    
    
    
    7.3
    
    
    
    36,018
    
    
    
    4.0
    
    
    
    45,023
    
    
    
    5.0December 31, 2009:Total capital to risk weighted assets:
    
    $
    81,484
    
    
    
    12.3
    %
    
    $
    52,824
    
    
    
    8.0
    %
    
    $
    66,030
    
    
    
    10.0
    %Tier 1 capital to risk weighted assets:
    
    
    72,811
    
    
    
    11.0
    
    
    
    26,412
    
    
    
    4.0
    
    
    
    39,618
    
    
    
    6.0Tier 1 capital to average assets:
    
    
    72,811
    
    
    
    8.0
    
    
    
    36,232
    
    
    
    4.0
    
    
    
    45,290
    
    
    
    5.0
 Contractual Obligations
 June 30, 2010More thanOne Year
    
    
    Three YearsOne Year
    
    
    through
    
    
    through
    
    
    Over FiveTotal
    
    
    or Less
    
    
    Three Years
    
    
    Five Years
    
    
    Years(Dollars in Thousands)Federal Home Loan Bank of Boston advances
    
    $
    148,595
    
    
    $
    13,500
    
    
    $
    45,000
    
    
    $
    51,900
    
    
    $
    38,195Securities sold under agreements to repurchase
    
    
    3,927
    
    
    
    3,927
    
    
    
    
    
    
    
    
    
    
    
    Total contractual obligations
    
    $
    152,522
    
    
    $
    17,427
    
    
    $
    45,000
    
    
    $
    51,900
    
    
    $
    38,195
 Off-Balance Sheet Arrangements:
 26




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##### Table of Contents



June 30, 2010More than
    
    
    More thanOne Year
    
    
    Three YearsOne Year or
    
    
    through
    
    
    Through Five
    
    
    Over FiveTotal
    
    
    Less
    
    
    Three Years
    
    
    Years
    
    
    years(Dollars in Thousands)Commitments to grant loans (1)
    
    $
    9,569
    
    
    $
    9,569
    
    
    $
    
    
    
    $
    
    
    
    $
    Commercial loan lines-of-credit
    
    
    12,850
    
    
    
    12,850
    
    
    
    
    
    
    
    
    
    
    
    Unused portion of home equity loans (2)
    
    
    62,972
    
    
    
    2,074
    
    
    
    9,282
    
    
    
    15,082
    
    
    
    36,534Unused portion of construction loans (3)
    
    
    2,689
    
    
    
    2,689
    
    
    
    
    
    
    
    
    
    
    
    Unused portion of overdraft lines-of-credit(4)
    
    
    4,775
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,775Unused portion of personal lines-of-credit(5)
    
    
    752
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    752Standby letters of credit(6)
    
    
    3,221
    
    
    
    3,221
    
    
    
    
    
    
    
    
    
    
    
    Other commitments and contingencies(7)
    
    
    4,383
    
    
    
    
    
    
    
    4,383
    
    
    
    
    
    
    
    Total loan and other commitments
    
    $
    101,211
    
    
    $
    30,403
    
    
    $
    13,665
    
    
    $
    15,082
    
    
    $
    42,061
 
 (1)
    
    Commitments for loans are extended to customers for up to 60 days after which they expire.(2)
    
    Unused portions of home equity loans are available to the borrower for up to 10 years.(3)
    
    Unused portions of residential construction loans are available to the borrower for up to one
year. Commercial construction loans
maturities may be longer than one year.(4)
    
    Unused portion of checking overdraft lines-of-credit are available to customers in good
standing indefinitely.(5)
    
    Unused portion of personal lines-of-credit are available to customers in good standing
indefinitely.(6)
    
    Standby letters of credit are generally available for less than one year.(7)
    
    Other commitments relate primarily to potential additional capital calls the Company is
committed to contribute as part of its investment
in certain real estate limited partnerships. 
 Item 3: Quantitative and Qualitative Disclosures about Market Risks
  
 Item 4: Controls and Procedures
   27




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##### Table of Contents



PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  Financial reform legislation recently enacted by Congress will, among other things, eliminate the
Office of Thrift Supervision, tighten capital standards, create a new Consumer Financial Protection
Bureau and result in new laws and regulations that are expected to increase our costs of
operations.
       
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 (a)
    
    Unregistered Sales of Equity Securities  Not applicable(b)
    
    Use of Proceeds  Not applicable(c)
    
    Repurchase of Our Equity Securities  In March 2009 the Company announced that its
Board of Directors authorized a stock repurchase program (the Stock Repurchase Program)
for the purchase of up to 439,095 shares of the Companys common stock
 28




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##### Table of Contents



or approximately 5% of its outstanding common stock. Purchases under this Stock Repurchase
Program in the second quarter of 2010 were as follows:
 (c) Total Number of
    
    (d) Maximum Number orShares Purchased as
    
    Approximate Dollar Value of(a) Total Number
    
    
    
    Part of
    
    Shares that May Yet Beof Shares
    
    (b) Average Price
    
    Publicly announced Plans
    
    Purchased Under the Plans orPeriod
    
    Purchased
    
    Paid per Share
    
    or Programs
    
    ProgramsApril 1  30
    
    12,200
    
    $9.59
    
    12,200
    
    344,445May 1  31
    
    4,500
    
    $9.18
    
    4,500
    
    339,945June 1  30
    
    11,100
    
    $8.67
    
    11,100
    
    328,845
 In the period from July 1, 2010 to August 4, 2010, the Company purchased an additional
14,900 shares under the repurchase program at an average price of
$8.36 per share. Any
further repurchases under the Stock Repurchase Program will be made through open market
purchase transactions from time to time. The amount and exact timing of any repurchases will
depend on market conditions and other factors, at the discretion of management of the
Company. There is no assurance that the Company will repurchase shares during any period.
 
 Item 3. Defaults Upon Senior Securities
  
 Item 4. (Removed and Reserved)
 
 Item 5 Other Information
  29




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##### Table of Contents



Item 6 Exhibits
 3.1
    
    Certificate of Incorporation of Legacy Bancorp, Inc.(1)3.2
    
    Bylaws of Legacy Bancorp, Inc. (as amended) (1)10.1
    
    Legacy Banks ESOP Trust Agreement(2)10.2
    
    ESOP Plan Document (2)10.3
    
    ESOP Loan Documents (2)10.4.1
    
    Employment Agreement between Legacy Banks and J. Williar Dunlaevy (2)10.4.2
    
    Employment Agreement between Legacy Banks and Michael A. Christopher (2)10.4.3
    
    Employment Agreement between Legacy Banks and Steven F. Pierce (2)10.4.4
    
    Employment Agreement between Legacy Banks and Stephen M. Conley (2)10.4.5
    
    Employment Agreement between Legacy Banks and Richard M. Sullivan (2)10.5.1
    
    Employment Agreement between Legacy Bancorp, Inc. and J. Williar Dunlaevy (2)10.5.2
    
    Employment Agreement between Legacy Bancorp, Inc. and Michael A. Christopher (2)10.5.3
    
    Employment Agreement between Legacy Bancorp, Inc. and Steven F. Pierce (2)10.5.4
    
    Employment Agreement between Legacy Bancorp, Inc. and Stephen M. Conley (2)10.5.5
    
    Employment Agreement between Legacy Bancorp, Inc. and Richard M. Sullivan (2)10.5.6
    
    Separation Agreement and General Release dated as of November 5, 2007 between Legacy Bancorp,
Inc., Legacy Banks and Michael A. Christopher (4)10.5.7
    
    Separation Agreement and General Release dated as of December 21, 2007 between Legacy Bancorp,
Inc., Legacy Banks and Stephen M. Conley (5)10.5.8
    
    Consulting Agreement dated as of November 5, 2007 between Legacy Bancorp, Inc., Legacy Banks and
Michael A. Christopher (4)10.5.9
    
    Purchase Agreement by and between First Niagara Bank and Legacy Banks dated as of July 25, 2007 (6)10.5.10
    
    Change In Control Agreement between Legacy Bancorp, Inc. and Paul H. Bruce (7)10.5.11
    
    Change In Control Agreement between Legacy Bancorp, Inc. and Kimberly A. Mathews (7)10.5.12
    
    Purchase Agreement by and between The Bank of Western Massachusetts and Legacy Banks dated as of
December 15, 2008 (8)10.5.13
    
    Amended and Restated Employment Agreement effective as of November 20, 2008 by and between Legacy
Bancorp, Inc., Legacy Banks and J. Williar Dunlaevy (9)10.5.14
    
    Amended and Restated Employment Agreement effective as of November 20, 2008 by and between Legacy
Bancorp, Inc., Legacy Banks and Steven F. Pierce (9)10.5.15
    
    Amended and Restated Employment Agreement effective as of November 20, 2008 by and between Legacy
Bancorp, Inc., Legacy Banks and Richard M. Sullivan (9)10.5.16
    
    Amended and Restated Supplemental Executive Retirement Agreement effective as of November 20, 2008
by and between Legacy Bancorp, Inc., Legacy Banks and J. Williar Dunlaevy (9)10.5.17
    
    Employment Agreement effective as of April, 2010 by and between Legacy Bancorp, Inc., Legacy Banks
and Patrick J. Sullivan (10)10.5.18
    
    Separation Agreement and General Release dated as of May 11, 2010 between Legacy Bancorp, Inc.,
Legacy Banks and Steven F. Pierce (11)10.11
    
    2006 Equity Incentive Plan (3)11.0
    
    Statement re: Computation of Per Share Earnings is incorporated herein by reference to Notes to
Consolidated Financial Statementswithin Part I, Financial Statements31.1
    
    Certification pursuant to Rule 13a-14(a)/15d-14(a) of J. Williar Dunlaevy31.2
    
    Certification pursuant to Rule 13a-14(a)/15d-14(a) of Paul H. Bruce32
    
    Certification pursuant to 18 U.S.C. Section 1350
 
 (1)
    
    Incorporated by reference from the Registrants Quarterly Report on Form 10-Q for the Quarter
Ended March 31, 2005 filed October 27, 2005.(2)
    
    Incorporated by reference from the Registration Statement on Form S-1 (No. 333-126481) filed
July 8, 2005, as amended.(3)
    
    Incorporated by reference from the Registrants Definitive Proxy Statement on Form DEF 14A
filed September 28, 2006(4)
    
    Incorporated by reference from the Registrants Current Report on Form 8-K filed November 5,
2007.(5)
    
    Incorporated by reference from the Registrants Current Report on Form 8-K filed December 21,
2007.(6)
    
    Incorporated by reference from the Registrants Current Report on Form 8-K filed July 25,
2007.(7)
    
    Incorporated by reference from the Registrants Current Report on Form 8-K filed October 30,
2008.(8)
    
    Incorporated by reference from the Registrants Current Report on Form 8-K filed December 16,
2008.(9)
    
    Incorporated by reference from the Registrants Current Report on Form 8-K filed November 25,
2008.(10)
    
    Incorporated by reference from the Registrants Current Report on Form 8-K filed March 4,
2010.(11)
    
    Incorporated by reference from the Registrants Current Report on Form 8-K filed May 11,
2010. 30




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##### Table of Contents



SIGNATURES
  LEGACY BANCORP, INC.Date: August 6, 2010
    /s/ J. Williar DunlaevyJ. Williar DunlaevyChief Executive Officer and Chairman of the BoardDate:      August 6, 2010
    /s/ Paul H. BrucePaul H. BruceSenior Vice President, Chief Financial Officer and
Treasurer (Principal Financial and Accounting Officer) 31