Westbank Corporation 1995 Annual Report to Stockholders Inside front cover: On the Cover: "Making The Vision A Reality" is more than just a focus for Westbank's Annual Report. It is an active and developing strategy that will provide continued growth through the 1990's - the decade for community banks. We have taken major strides toward the vision set forth because of our accomplishments in 1995. Our Vision: Westbank Corporation will continue to provide the products and servies our customers want while maintaining strategic and organizational flexibility to meet the challenges of a changing financial industry. In pursuing its vision, the Corporation will stive to maintain an environment that provides increasing value for shareholders, service excellence for customers, and opportunities for employees. "Vision is the power to see beyond the obvious. . ." Donald R. Chase President and Chief Executive Officer Financial Highlights Westbank Corporation and Subsidiaries For the Year (Dollars in Thousands) 1995 1994 1993 ======================================================================================================================== Net income $2,353 $2,175 $1,947 Net interest income 11,721 10,847 10,073 Non-interest income 2,917 2,459 2,861 Non-interest expenses 8,017 8,852 8,275 Real estate owned expenses 498 1,236 1,797 Total non-interest expenses 8,515 10,088 10,072 Provision for loan losses 2,690 1,473 790 Year End (Dollars in Thousands) ======================================================================================================================== Investment and mortgage-backed securities $35,116 $29,547 $31,979 Loans, net 197,264 192,677 174,597 Allowance for loan losses 3,707 3,325 3,472 Total assets 253,777 243,313 228,863 Total deposits 227,962 218,563 202,431 Total stockholders equity 17,703 15,344 13,271 Common Share Information Weighted average shares outstanding 3,271,875 3,203,985 3,190,486 Net income per share $.72 $.68 $.61 GRAPH INSERT - The following graphs illustrate the Corporation's net income, earnings per share and book value for the years 1993 through 1995: 1993 1994 1995 Net income $1,947,000 $2,175,000	$2,353,000 Earnings per share $0.61 $0.68 $0.72 Book Value $4.16 $4.79 $5.41 Chairman s and President s Letter Westbank Corporation and Subsidiaries Dear Shareholder: We continued in 1995 to fulfill the pledge we made to you four years ago. We said then that we were determined to restore profitability, build capital, improve productivity and position ourselves for the opportunities of this decade. We ve done exactly that. Westbank Corporation achieved record earnings and profitability in 1995 as we more fully realized the benefits of strategies we have been pursuing for the past four years. The Corporation earned a record net income of $2,353,000, or $.72 per share, an 8% increase over the previous year. Our progress is no accident. It comes from design and hard work. For four years, we have followed a strategy of becoming the most progressive independent, locally- owned community bank in Western Massachusetts. In the process, we first took the steps necessary to ensure our survival at a time when many New England banks were failing. We then worked through a recovery phase to restore our financial strength. We are now well poised to gain competitive advantage in the marketplace and to attain our long-term goals of increased profitability and enhanced shareholder value. With our record 1995 results, the Board of Directors raised the quarterly cash dividend rate 20% to $.06 per share. This was a tribute to those shareholders who stood by patiently while supporting our efforts to bring the company back to financial health. Westbank Corporation s 1995 performance produced returns on average assets and shareholders equity of .93% and 14.04% respectively. The Corporation s book value also increased to $5.41 as compared to $4.79 per share in 1994. One of our goals last year was to deliver financial services to individuals and local businesses in a way that creates customer loyalty and steady earnings growth. We strove to achieve this goal by emphasizing asset quality and by maintaining high underwriting standards and active loan servicing programs while aggressively reserving against, managing and disposing of nonaccrual assets. Lagging economic recovery did not hinder our community commercial lenders from achieving loan growth in 1995, with total loans at year end of $197.3 million, an increase of more than $4.5 million over 1994. Westbank s investment portfolio totaled $35.1 million at year end compared to $29.5 million at the end of 1994, an increase of 18%, and included the origination and creation of $8.9 million of mortgage-backed securities. Total deposits of $228 million include an increase of more than $3.6 million or 9% in new demand deposit accounts over the previous year. Growth in loans, investments and demand deposits enabled the Corporation to maintain a net interest margin of 4.94% for the year ended, with net interest income increasing by $874 thousand or 8% compared to 1994. Westbank seeks to increase earnings through careful asset growth and by managing interest rate risk to maximize net interest income over time in changing interest rate environments, while meeting customers changing needs for deposit and loan products. The Corporation also earns fee income from checking and deposit services and from residential and commercial loan origination and loan servicing. The Corporation controls expenses by delivering financial services to its growing customer base in an efficient manner. Westbank has expanded its customer base and achieved economies of scale in the last four years. During 1995, we successfully continued our quest to reduce the level of operating expenses, with the Cor-poration s core expenses declining by more than $80 thousand dollars, resulting in a most enviable efficiency ratio of 59%. At year-end, the Corporation s capital totaled $17.7 million, an increase of more than $2 million or 15.4% compared to year end 1994 and the Corporation s capital ratio was 6.98%. Under Federal Deposit Insurance Corporation guidelines, our capital ratio exceeds the numeric criteria for a well- capitalized bank. Westbank s longstanding commitment to address the needs of our local communities continues. The health of our business is tied to the health of the communities we serve, including low and moderate-income neighborhoods. Success in achieving this goal is evident by a regulatory rating of outstanding from the Federal Deposit Insurance Corporation after its recent community reinvestment examination of the Corporation s wholly owned subsidiary, Park West Bank and Trust Company. The progress we made last year is gratifying, but we do not underestimate the work ahead to become the best community bank in the markets we serve. We ve resolved to build on our core business strengths and our deep-rooted customer relationships. Our mark-eting campaign entitled We have our roots where other banks have their branches encourages customers who want to establish deep-rooted banking relation-ships to abandon those big out- of-town banks and open their accounts at Westbank. We improved our competitive position by opening supermarket branches in the Edwards Super Food Stores in Westfield and Chicopee. The success of these new ventures has been rewarding and we await regulatory approval to open our third supermarket branch in the Edwards Super Food Store in East Long-meadow. Supermarket branches are very successful in other areas of the country and we are in the forefront of this banking innovation. Park West Bank and Trust Company s Trust Division has a reputation to be a very professional and concerned provider of personal service to those clients having a fiduciary relationship with the Bank. During the past four years our Trust Division has grown 33% in book value for trust and agency accounts under investment management. During the same period trust income increased 39% over total operating expenses. The book value of assets held by the Trust Division in various fiduciary capacities is $102,315,000. In today s environment, the Trust Division continues to maintain a conservative investment posture mindful of its fiduciary responsibility as a long-term investment manager for a variety of account types. Because of recent banking merger and acquisition activity in Western Massachusetts, Westbank s Trust Division is an attractive alternative for individuals who want the expertise of large institutions in conjunction with the caring and understanding found only in a community bank such as Westbank. As we move forward, our focus is to build upon our solid retail banking foundation. Particular areas of emphasis in 1996 will be our goals of increased lending volume, growth in non-interest income, maintenance of asset quality, and control of overhead expenses. We will pursue these goals while retaining our focus on superior customer service and, above all, the enhancement of our shareholders investment. The future holds the familiar challenges of a changing interest rate environment, increased consolidation in the industry, and heavy competition in our market. We are confident, however, that we have the resources and the market presence to strengthen our competitive position and effect our central purpose of building value through people. Our Board of Directors and employees are an integral part of Westbank s success. The results of their diligent efforts were highly evident last year and their continued dedication will keep moving us in the right direction in 1996. We would also like to express our appreciation to our shareholders. Your support will help ensure another successful year of Making the vision a reality. Sincerely, Alfred C. Whitaker Donald R. Chase Chairman of the Board President and Chief Executive Officer Business Westbank Corporation and Subsidiaries Corporate Organization Westbank Corporation (hereinafter sometimes referred to as Westbank or the Corporation ) is a registered Bank Holding Company organized to facilitate the expansion and diversification of the business of Park West Bank and Trust Company (hereinafter sometimes referred to as Park West or the Bank ) into additional financial services related to banking. Park West Bank and Trust Company Substantially all operating income and net income of the Corporation are presently accounted for by Park West. Park West is chartered as a state bank and trust company by the Commonwealth of Massachusetts, is a member of the Federal Deposit Insurance Corporation ( FDIC ), and is subject to regulation by the Massachusetts Commissioner of Banks and the FDIC. A full range of retail banking services is furnished to individuals, businesses, and nonprofit organizations through ten banking offices located in Hampden County. Such services include a wide range of checking and savings accounts, loans, safe deposit facilities, and automated teller machines at selected branch locations. Park West also provides lending, depository and related financial services to commercial, industrial, financial, and governmental customers. In the lending area, these include short and long term loans and revolving credit arrangements, letters of credit, inventory and accounts receivable financing, real estate construction lending, and mortgage loans. Park West also operates a Trust Department providing services normally associated with holding property in a fiduciary or agency capacity. The value of the property held by the Trust Department at December 31, 1995 amounted to $102,315,000 and is not included in the accompanying financial statements since such items are not assets of the Bank. Employees As of December 31, 1995, the Corporation and its subsidiaries had an equivalent of 111 full time officers and staff. Competition Westbank s banking, real estate activity and trust services are competitive with other Massachusetts financial institutions. Its service area is in Western Massachusetts, primarily Hampden County. Westbank s competitors include other commercial banks, mutual savings banks, savings and loan associations, credit unions, consumer finance companies, loan offices, money market funds, and other financing organizations. Competition for trust services by major commercial banks is high, with continuing efforts by those banks to solicit new business. The Trust Department prides itself as one of the few remaining corporate fiduciaries providing personal services locally. Insurance companies, mutual savings banks, investment counseling firms, and other business firms and individuals also offer active competition for such business. Selected Consolidated Financial Data Westbank Corporation and Subsidiaries Years Ended December 31, (Dollars in Thousands Except Share Amounts) 1995 1994 1993 1992 1991 ======================================================================================================================== Interest and dividend income $20,261 $17,046 $16,809 $18,948 $24,023 Interest expense 8,540 6,199 6,736 9,105 14,210 - ------------------------------------------------------------------------------------------------------------------------ Net interest income 11,7 2110,847 10,073 9,843 9,813 Provision for loan losses 2,690 1,473 790 2,298 5,375 Non-interest income 2,917 2,459 2,861 3,376 2,451 Non-interest expense 8,515 10,088 10,072 10,165 15,980 - ------------------------------------------------------------------------------------------------------------------------ Income (loss) before income taxes, (benefit) extraordinary item and cumulative effect of accounting change 3,433 1,745 2,072 756 (9,091) Income taxes (benefit) 1,080 (430) 525 202 (800) - ------------------------------------------------------------------------------------------------------------------------ Income (loss) before extraordinary item and cumulative effect of accounting change 2,353 2,175 1,547 554 (8,291) Extraordinary item and cumulative effect of accounting change: Extraordinary item-Tax benefit of net operating loss carryforward 202 Cumulative effect of accounting change for income taxes 400 - ------------------------------------------------------------------------------------------------------------------------ Net income (loss) $2,353 $2,175 $1,947 $756 $(8,291) ======================================================================================================================== Per common share data: Net earnings (loss) per share before extraordinary item and cumulative effect of accounting change $.72 $.68 $.48 $.18 $(2.66) Earnings per share attributable to: Extraordinary item .06 Cumulative effect of accounting change for income taxes .13 - ------------------------------------------------------------------------------------------------------------------------ Net earnings (loss) per share $.72 $.68 $.61 $.24 $(2.66) ======================================================================================================================== Cash dividends declared $.20 Ending book value $5.41 $4.79 $4.16 $3.60 $3.38 At December 31: Total loans net $197,264 $192,677 $174,597 $175,065 $191,725 Total assets 253,777 243,313 228,863 234,448 240,957 Total non-performing assets 7,904 7,435 7,042 12,348 17,948 Total deposits 227,962 218,563 202,431 211,745 217,490 Total stockholders equity 17,703 15,344 13,271 11,292 10,536 Average for year: Loans $197,562 $182,676 $171,814 $174,546 $205,873 Assets 253,024 232,922 227,579 235,614 263,799 Deposits 227,952 210,659 205,915 213,637 232,793 Stockholders equity 16,755 14,722 12,322 10,855 15,859 Number of weighted shares outstanding 3,271,875 3,203,985 3,190,486 3,138,327 3,115,689 Selected ratios: Rate of return (loss) on average total assets .93% .93% .86% .32% (3.14)% Rate of return (loss) on average stockholders equity 14.04% 14.77% 15.80% 6.96% (52.28)% Stockholders equity to total assets at year end 6.98% 6.31% 5.80% 4.82% 4.37% Average total stockholders equity to average total assets 6.62% 6.32% 5.41% 4.61% 6.01% Allowance for loan losses to total loans at year end 1.84% 1.70% 1.95% 1.93% 1.82% Non-performing loans as a percentage of total loans at year end 3.43% 3.00% 2.18% 4.76% 6.64% Net charge-offs as a percentage of average loans 1.17% .89% .44% 1.38% 2.90% Other real estate owned as a percentage of total assets .51% .64% 1.38% 1.82% 1.88% Management s Discussion and Analysis - Financial Results Westbank Corporation and Subsidiaries Management s discussion of operations and financial position is based on the selected consolidated financial data and should be read in conjunction with the consolidated financial statements and notes thereto. For 1995, the Corporation reported net income of $2,353,000 or $.72 per share after providing $2,690,000 for loan losses and $224,000 for other real estate owned (OREO), mainly in response to further declines in the real estate industry and the New England economy. This compares to net income for 1994 of $2,175,000, or $.68 per share. The Corporation s 1994 earnings reflected a provision for loan losses of $1,473,000 and $760,000 for OREO. Net interest income increased $874,000 from 1994 to 1995. Non-interest expense, excluding the write-down of OREO and related operating expenses, amounted to $8,017,000 in 1995 compared to $8,852,000 in 1994, a decrease of $835,000, or 9%. Non-interest expense for 1994 reflects the write-down of $750,000 as the result of the employee defalcation as reported in the Corporation s 1994 Annual Report to Shareholders. During 1995, the Corporation filed an insurance claim for the full amount of the loss, and an insurance refund totaling $703,000 was received by the Corporation during October 1995 and is reflected in non-interest income. Non-interest income increased by $458,000 from 1994 and reflects the recovery noted above, as well as an increase in Trust Department earnings and a decrease in service charges on deposit accounts of $111,000. Decreases in gain on sale of mortgages and sale of other real estate owned totaling $150,000 were the result of fewer sales during 1995 and overall market conditions. Income taxes in 1995 totaled $1,080,000 an increase of $1,510,000 over 1994. Included in the 1994 results of operations is a tax benefit totaling $430,000. The benefit is primarily attributable to the utilization of net operating loss carryforwards of $237,000 and a decrease in the valuation allowance for deferred tax assets due to a change in judgement about the realizability of such deferred tax assets. At December 31, 1995, the Corporation s total assets were $253,777,000, an increase of $10,464,000, or 4.3%, from $243,313,000 at year end 1994. The higher level of assets resulted primarily through an increase in net loans and investments totaling $10,156,000 funded by the growth in deposits. Non-performing assets amounted to $7,904,000, or 3.11% of total assets at December 31, 1995, compared with $7,435,000 or 3.06% at the end of 1994. Since December 1994, Park West has been operating under a Memorandum of Understanding (the Memorandum ) with the Federal Deposit Insurance Corporation (the FDIC ) and the Commissioner of Banks for the Commonwealth of Massachusetts (the Commissioner ). On December 11, 1995 the Memorandum was revised. The Memorandum is an informal agreement with the FDIC and the Commissioner requiring Park West, among other things, to maintain a leverage capital ratio of at least 6%, to develop a written plan of action to lessen its risk exposure to certain borrowers and to refrain from extending or renewing credit to any borrower who has a loan or extension of credit with Park West that has been charged off or classified, without first obtaining majority approval of Park West s Board of Directors. Park West must maintain the allowance for loan losses at a level commensurate to the risk in the loan portfolio and correct other deficiencies noted in the exam. The Memorandum requires Park West to obtain approval from the FDIC and the Commissioner prior to paying or declaring a dividend. Finally, Park West is required to make quarterly reports to the FDIC and the Commissioner detailing the form and manner of action taken to secure compliance with the Memorandum. The Federal Deposit Insurance Corporation Improvement Act of 1991 ( FDICIA ) imposes significant regulatory restrictions and requirements on banking institutions insured by the FDIC and their holding companies. FDICIA established capital categories into which financial institutions are placed based on capital level. Each capital category establishes different degrees of regulatory restrictions which can apply to a financial institution. As of December 31, 1995, Park West s capital was at a level that placed the Bank in the well capitalized category as defined by FDICIA. FDICIA imposes a variety of other restrictions and requirements on insured banks. These include significant regulatory reporting requirements such as insuring that a system of risk-based deposit insurance premiums and civil money penalties for inaccurate deposit assessment reports exist. In addition, FDICIA imposes a system of regulatory standards for bank and bank holding company operations, detailed truth in savings disclosure requirements, and restrictions on activities authorized by state law but not authorized for national banks. Management s Discussion and Analysis - Financial Results (Continued) Westbank Corporation and Subsidiaries The weak economy and real estate market continues to impair the financial results of the Corporation. Despite these weaknesses the Corporation has managed significant improvements in earnings and asset quality. As a result of the continued aggressive management of problem loans and an on-going expense reduction program, the board of directors and management believe the Corporation is positioned to comply with the Memorandum as well as the requirements of FDICIA. Components of Capital The following table presents the Corporation s components of Tier 1 leverage capital as of December 31. The table also presents the ratio of Tier 1 capital to total assets. (Dollars in Thousands) 1995 1994 1993 ======================================================================================================================== Stockholders Equity Common stock $6,443 $6,276 $6,251 Additional paid-in-capital 7,141 6,877 6,861 Retained earnings 4,053 2,334 159 Unrealized gain (loss) on securities available for sale 66 (143) - ------------------------------------------------------------------------------------------------------------------------ Total Capital $17,703 $15,344 $13,271 ======================================================================================================================== Ratio of Tier 1 leverage capital to total assets 6.98% 6.31% 5.80% Regulatory risk-based capital requirements take into account the different risk categories of banking organizations by assigning risk weights to assets and the credit equivalent amounts of off-balance sheet exposures. In addition, capital is divided into two tiers. In this Corporation, Tier 1 includes the common stockholders equity; Tier 2, or supplementary capital, includes not only the equity, but also a portion of the allowance for loan losses. The following are the Corporation s risk-based capital ratios at December 31, 1995: Tier 1 risk-based capital (minimum required 4%) 9.98% Total risk-based capital (minimum required 8%) 11.24% GRAPH INSERT - The following graph illustrates the Corporation's capital level for the years 1993 through 1995: (Dollars in thousands) 1993 1994 1995 Capital $13,271 $15,344 $17,703 Asset/Liability Management and Interest Rate Sensitivity The following table sets forth the distribution of the repricing of Westbank s earning assets and interest bearing liabilities as of December 31, 1995, the interest rate sensitivity gap, (i.e., interest rate sensitive assets less interest rate sensitive liabilities), the cumulative interest rate sensitivity gap, the interest rate sensitivity gap ratio and the cumulative interest rate sensitivity gap ratio. The table also sets forth the time periods in which earning assets and interest-bearing liabilities will mature or may reprice in accordance with their contractual terms. However, the table does not necessarily indicate the impact of general interest rate movements on the net interest margin since the repricing of various categories of assets and liabilities is subject to competitive pressures and the needs of Westbank s customers. In addition, various assets and liabilities indicated as repricing within the same period may in fact reprice at different times within such period and at different rates. Management s Discussion and Analysis - Financial Results (Continued) Westbank Corporation and Subsidiaries Three Over Three Over One Over Months Months to Year to Five (Dollars in Thousands) or Less A Year Five Years Years Total ======================================================================================================================== Earning Assets Securities including mortgage-backed securities $643 $3,751 $20,645 $10,077 $35,116 Interest bearing cash 509 509 Loans 54,121 43,953 55,093 47,804 200,971 Federal funds sold 900 900 - ------------------------------------------------------------------------------------------------------------------------ 56,173 47,704 75,738 57,881 237,496 Interest Bearing Liabilities Savings deposits 3,193 28,735 31,928 NOW Accounts 1,711 15,402 17,113 Money market account 15,027 15,027 Negotiated rate certificates 8,440 4,514 12,954 Other time deposits 45,104 35,113 26,742 106,959 Borrowed funds 7,177 7,177 - ------------------------------------------------------------------------------------------------------------------------ 75,748 44,531 70,879 191,158 - ------------------------------------------------------------------------------------------------------------------------ Interest Rate Sensitivity Gap (19,575) 3,173 4,859 57,881 46,338 Cumulative Interest Rate Sensitivity Gap $(19,575) $(16,402) $(11,543) $46,338 $ ======================================================================================================================== Interest Rate Sensitivity Gap Ratio (8.24)% 1.34% 2.04% 2 4.37% 19.51% Cumulative Interest Rate Sensitivity Gap Ratio (8.24)% (6.90)% (4.86)% 19.51% The presentation of a run off and repricing of savings accounts and NOW accounts is based on the Corporation s historical experience with $3,193,000 and $1,711,000, respectively, included in the three month to one year category and the remainder placed in the one to five year category of the interest bearing liabilities. Westbank seeks to manage the mix of asset and liability maturities to control the effect of changes in the general level of interest rates on net interest income. In periods of rising interest rates, Westbank s negative interest rate sensitivity gap as to earning assets and interest-bearing liabilities maturing in less than one year may cause a diminution of Westbank s income; correspondingly, in periods of declining interest rates, a negative interest rate sensitivity gap may provide additional income. Except for its effect on the general level of interest rates, inflation does not have a material impact on Westbank s earnings due to the rate of variability and short-term maturities of its earning assets. Distribution of Assets, Liabilities and Stockholders Equity - Interest Rates and Interest Differential The following table presents the condensed average balance sheets for 1995, 1994 and 1993. The total dollar amount of interest income from earning assets and the resultant yields are calculated on a taxable equivalent basis. The interest paid on interest-bearing liabilities, expressed both in dollars and rates, is also shown in the table: Management s Discussion and Analysis - Financial Results (Continued) Westbank Corporation and Subsidiaries 1995 1994 1993 Interest Average Interest Average Interest Average Average Income/ Yield Average Income/ Yield Average Income/ Yield (Dollars in Thousands) Balance Expense Rate Balance Expense Rate Balance Expense Rate ======================================================================================================================== Assets Securities: U.S. Treasury $9,463 $600 6.34% $10,536 $679 6.44% $9,920 $653 6.58% Federal agencies 24,034 1,596 6.64 17,728 1,072 6.05 16,628 1,038 6.24 Other securities 1,760 116 6.59 1,554 104 6.69 1,988 137 6.89 - ------------------------------------------------------------------------------------------------------------------------ Total securities 35,257 2,312 6.56 29,818 1,855 6.22 28,536 1,828 6.41 - ------------------------------------------------------------------------------------------------------------------------ Interest-bearing cash and temporary investments 399 24 6.02 639 28 4.38 3,326 97 2.92 - ------------------------------------------------------------------------------------------------------------------------ Loans: (b) Commercial 36,106 3,675 10.18 33,537 2,920 8.71 35,228 2,821 8.01 Tax exempt-federal (a) 286 33 11.54 569 69 12.13 822 69 8.39 Real estate 144,566 12,406 8.58 130,668 10,530 8.06 116,073 10,184 8.77 Consumer 16,604 1,578 9.50 17,902 1,519 8.49 19,691 1,702 8.64 - ------------------------------------------------------------------------------------------------------------------------ Total loans 197,562 17,692 8.96 182,676 15,038 8.23 171,814 14,776 8.60 - ------------------------------------------------------------------------------------------------------------------------ Federal funds sold 4,182 244 5.83 3,759 148 3.94 4,554 131 2.88 - ------------------------------------------------------------------------------------------------------------------------ Total earning assets 237,400 $20,272 8.54% 216,892 $17,069 7.87% 208,230 $16,832 8.08% - ------------------------------------------------------------------------------------------------------------------------ Allowance for loan losses (3,349) (3,547) (3,499) Cash and due from banks 9,418 9,169 8,965 Other assets 9,555 10,408 13,883 - ------------------------------------------------------------------------------------------------------------------------ Total assets $253,024 $232,922 $227,579 ======================================================================================================================== Liabilities and Stockholders Equity Interest-bearing deposits: Savings $33,026 $696 2.11% $36,879 $778 2.11% $37,529 $914 2.44% Money market 16,560 422 2.55 22,548 579 2.56 25,585 734 2.87 Negotiated rate certificates 14,246 698 4.90 6,279 287 4.57 5,412 270 4.99 Other time deposits 124,122 6,453 5.20 109,242 4,355 3.99 107,324 4,560 4.25 - ------------------------------------------------------------------------------------------------------------------------ Total time deposits 187,954 8,269 4.40 174,948 5,999 3.43 175,850 6,478 3.68 Borrowed funds 7,107 271 3.81 6,896 200 2.90 8,711 258 2.96 - ------------------------------------------------------------------------------------------------------------------------ Total interest-bearing liabilities 195,061 8,540 4.38 181,844 6,199 3.41 184,561 6,736 3.65 Demand deposits 39,998 35,711 30,065 Other liabilities 1,210 645 631 Stockholders equity 16,755 14,722 12,322 - ------------------------------------------------------------------------------------------------------------------------ Total liabilities and stockholders equity $253,024 $232,922 $227,579 ======================================================================================================================== Net interest income 11,732 10,870 10,096 Yield spread 4.16% 4.46% 4.43% ======================================================================================================================== Net yield on earning assets 4.94% 5.01% 4.85% ======================================================================================================================== Deduct-Tax equivalent adjustment (a) 11 23 23 ======================================================================================================================== Net interest income $11,721 $10,847 $10,073 ======================================================================================================================== (a) Interest income on non-taxable investment securities and loans includes the effects of tax equivalent adjustments using the marginal federal tax rate of 34% in adjusting tax exempt interest income to a fully taxable basis. (b) Average loan balances above include non-accrual loans. When a loan is placed in non-accrual status, interest income is recorded to the extent actually received in cash or is applied to reduce principal. During 1995, the yield spread declined to 4.16% from 4.46% in 1994 down 30 basis points. The Corporation s net interest margin decreased during 1995 to 4.94% from 5.01% in 1994 a decrease of 7 basis points. The section titled rate volume analysis further describes the change in yields. Management s Discussion and Analysis - Financial Results (Continued) Westbank Corporation and Subsidiaries Rate/Volume Analysis of Interest Margin on Earning Assets The following table sets forth, for each major category of interest earning assets and interest bearing liabilities, the dollar amounts of interest income (calculated on a taxable equivalent basis) and interest expense and changes therein for 1995 as compared with 1994 and 1994 compared with 1993. 1995 Compared With 1994 1994 Compared With 1993 - ------------------------------------------------------------------------------------------------------------------------ Increase Due to* Increase Due to* (Dollars in Thousands) 1995 1994 (Decrease) Volume Rate 1994 1993 (Decrease) Volume Rate ======================================================================================================================== Interest earned: Securities: U.S. Treasury $600 $679 $(79) $(69) $(10) $679 $653 $26 $40 $(14) Federal agencies 1,596 1,072 524 411 113 1,072 1,038 34 68 (34) Other securities 116 104 12 14 (2) 104 137 (33) (29) (4) Interest-bearing cash 24 28 (4) (13) 9 28 97 (69) (112) 43 Loans: Commercial 3,675 2,920 755 236 519 2,920 2,821 99 (139) 238 Tax exempt -federal 33 69 (36) (33) (3) 69 69 (25) 25 Real estate 12,406 10,530 1,876 1,168 708 10,530 10,184 346 1,212 (866) Consumer 1,578 1,519 59 (114) 173 1,519 1,702 (183) (153) (30) Federal funds sold 244 148 96 18 78 148 131 17 (26) 43 - ------------------------------------------------------------------------------------------------------------------------ 20,272 17,069 3,203 1,618 1,585 17,069 16,832 237 836 (599) - ------------------------------------------------------------------------------------------------------------------------ Interest expense: Savings 696 778 (82) (82) 778 914 (136) (15) (121) Money market 422 579 (157) (155) (2) 579 734 (155) (81) (74) Negotiated rate certificates 698 287 411 388 23 287 270 17 40 (23) Other time deposits 6,453 4,355 2,098 651 1,447 4,355 4,560 (205) 79 (284) Borrowed funds 271 200 71 6 65 200 258 (58) (53) (5) - ------------------------------------------------------------------------------------------------------------------------ 8,540 6,199 2,341 808 1,533 6,199 6,736 (537) (30) (507) - ------------------------------------------------------------------------------------------------------------------------ $11,732 $10,870 $862 $810 $52 $10,870 $10,096 $774 $866 $(92) ======================================================================================================================== * The dollar amount of changes in interest income and interest expense attributable to changes in rate/volume has been allocated between rate and volume based on changes in rates times the prior year s volume and the changes in volume times the prior year s rate. Net interest income on a taxable equivalent basis for 1995 increased to $11,732,000, up 7.9% from $10,870,000 in 1994. A 9.5% increase in average earning assets and a 67 basis point increase in average rate of return resulted in an increase in volume of $1,618,000 and a increase in rate of $1,585,000. An increase of 7.3% in average interest bearing liabilities and a 97 basis point increase in average rate of interest paid contributed to an increase in volume and rate of $808,000 and $1,533,000, respectively. Liquidity Liquidity management requires close scrutiny of the mix and maturity of deposits and borrowings and short-term investments. Cash and due from banks, federal funds sold, investment securities and mortgage-backed securities, as compared to deposits, are used by Westbank to compute its liquidity on a daily basis as adjusted for regulatory purposes. At December 31, 1995, Westbank s ratio of such assets to total deposits was 16.61%. In addition, Westbank is subject to Regulation D of the Federal Reserve Bank (FRB), which requires depository institutions to maintain reserve balances on deposit with the FRB based on certain average depositor balances. Westbank is in compliance with Regulation D. Management of Westbank believes that its current liquidity is sufficient to meet current and anticipated funding needs. Refer to Note 7 in the Notes To Consolidated Financial Statements for a discussion of the Corporation s external sources of liquidity. Management s Discussion and Analysis - Financial Results (Continued) Westbank Corporation and Subsidiaries Investment Portfolio Refer to Note 2 in the Notes To Consolidated Financial Statements of this report which covers the maturity distribution and market values at December 31, 1995 of the securities portfolio. The following table shows the amortized cost (in thousands) of the Corporation s securities held to maturity at December 31: GRAPH INSERT - The following graph demonstrates the mix of the Corporation's investments at December 31, 1995: (Dollars in thousands) Amount % of Portfolio U.S. Government Bonds $8,893 25.9% Federal agency obligations $14,876 43.3% Other debt securities $1,515 4.4% Mortgage-backed securities $9,073 26.4% 1995 1994 1993 ======================================================================================================================== U. S. Government obligations $5,998 $6,499 $10,691 Federal agency obligations 10,678 13,694 14,304 Mortgage-backed securities 274 331 401 Other debt securities 1,259 1,270 1,637 Marketable equity securities 1 - ------------------------------------------------------------------------------------------------------------------------ $18,209 $21,794 $27,034 ======================================================================================================================== The following table shows the fair value (in thousands) of the Corporation s securities available for sale at December 31: 1995 1994 1993 ======================================================================================================================== U. S. Government obligations $2,933 $3,329 $ Federal agency obligations 4,120 4,161 Mortgage-backed securities 8,941 5,085 Other debt securities 257 254 Marketable equity securities 656 9 - ------------------------------------------------------------------------------------------------------------------------ 16,907 7,753 5,085 Gross unrealized (gain) loss on securities available for sale (115) 248 (140) - ------------------------------------------------------------------------------------------------------------------------ Amortized cost $16,792 $8,001 $4,945 ======================================================================================================================== The following table shows weighted average yields and maturity distribution of debt securities at December 31, 1995: Within 1 Year 1 to 5 Years 5 to 10 Years After 10 Years Weighted Weighted Weighted Weighted Weighted Total Average Amortized Average Amortized Average Amortized Average Amortized Average Amortized Yield Cost Yield Cost Yield Cost Yield Cost Yield Cost ======================================================================================================================== U. S. Government obligations 6.30% $1,898 6.41% $6,995 % $ % $ 6.39% $8,893 Federal agency obligations 4.68 1,600 5.52 10,776 7.10 2,500 5.69 14,876 Other debt securities 8.66 253 7.21 1,262 7.45 1,515 Mortgage-backed securities 8.20 125 7.56 8,948 7.57 9,073 - ------------------------------------------------------------------------------------------------------------------------ Total debt securities $3,751 $19,033 $2,625 $8,948 $34,357 ======================================================================================================================== (a) The weighted average yield has been computed by dividing annualized interest income, including the accretion of discount and the amortization of premiums, by the book value of securities outstanding. Management s Discussion and Analysis - Financial Results (Continued) Westbank Corporation and Subsidiaries Loan Portfolio The following table sets forth the classification (in thousands) of the Corporation s loans by major category at December 31: 1995 1994 1993 1992 1991 ======================================================================================================================== 			 Commercial $35,116 $34,306 $30,431 $31,006 $41,577 - ------------------------------------------------------------------------------------------------------------------------ Real Estate: Construction 7,550 8,517 8,491 6,501 5,980 Residential (1-4 family) 99,321 81,333 70,530 66,154 58,428 Residential (5 or more) 2,632 4,034 4,852 3,286 3,315 Commercial properties 47,566 58,310 53,768 57,225 67,732 - ------------------------------------------------------------------------------------------------------------------------ Total Real Estate 157,069 152,194 137,641 133,166 135,455 - ------------------------------------------------------------------------------------------------------------------------ Consumer 8,896 9,383 9,282 11,231 12,108 - ------------------------------------------------------------------------------------------------------------------------ Lease financing 230 352 932 3,349 6,348 - ------------------------------------------------------------------------------------------------------------------------ Gross loans 201,311 196,235 178,286 178,752 195,488 Unearned discount (4) (5) Deferred loan origination fees-net of costs (340) (233) (217) (241) (208) - ------------------------------------------------------------------------------------------------------------------------ Total Loans 200,971 196,002 178,069 178,507 195,275 Allowance for loan losses (3,707) (3,325) 3,472) (3,442) (3,550) - ------------------------------------------------------------------------------------------------------------------------ Net loans $197,264 $192,677 $174,597 $175,065 $191,725 ======================================================================================================================== The Corporation s loan portfolio is not concen- trated within a single industry or a group of related industries, however, underlying collateral values are dependent upon market fluctuations in the Western Massachusetts area. The aggregate amount of loans to executive officers, directors and organizations with which they are associated amounted to $1,334,000, or 7.5% of stockholders equity as of December 31, 1995. GRAPH INSERT - The following graph demonstrates mix of the Corporation's loan portfolio at December 31, 1995: (Dollars in thousands) Amount % of Portfolio Commercial loans $35,116 17.4% Consumer and other loans $9,126 4.5% Residential mortgages $99,321 49.3% Commercial mortgages $57,748 28.7% The following table provides the maturity distribution and sensitivity to changes in interest rates of commercial loans and commercial real estate construction loans at December 31, 1995: (Dollars in Thousands) 								12 Months 1 - 5	 After or Less Years 5 Years Total ======================================================================================================================== Commercial $13,334 $14,398 $7,384 $35,116 Real estate-construction 6,493 1,057 - 7,550 - ------------------------------------------------------------------------------------------------------------------------ Totals $19,827 $15,455 $7,384 $42,666 ======================================================================================================================== Of the commercial loans which mature beyond one year approximately $9,611,000 have fixed rates and the remaining $12,171,000 are floating rate loans. Of the construction loans that mature after one year, $811,000 are loans with floating rates. Management s Discussion and Analysis - Financial Results (Continued) Westbank Corporation and Subsidiaries Loan Loss Experience The provision for loan losses is an amount added to the allowance against which loan losses are charged. The provision for losses is dependent on actual net write-offs and an evaluation as to the collectibility of the loan portfolio taking into consideration such factors as the financial condition of individual borrowers, historical loss experience with respect to various portfolio segments, current and near term economic conditions, and the size of the portfolio. Based on these reviews, the allowance for loan losses at December 31, 1995, is deemed to be adequate by management. In the determination of the allowance for loan losses management obtains independent appraisals for a significant number of properties. Management has also retained an independent loan review consultant to provide advice on the adequacy of the loan loss allowance. The following table sets forth the historical relationship among the average amount of loans outstanding, the allowance for loan losses, provision for loan losses charged to operating expenses, losses charged off, recoveries and selected ratios: Year Ended December 31, (Dollars in Thousands) 1995 1994 1993 1992 1991 ======================================================================================================================== Balance at beginning of year $3,325 $3,472 $3,442 $3,550 $4,145 Provision charged to expense 2,690 1,473 790 2,298 5,375 - ------------------------------------------------------------------------------------------------------------------------ 6,015 4,945 4,232 5,848 9,520 - ------------------------------------------------------------------------------------------------------------------------ Charge-offs: Loans secured by real estate 2,129 1,291 152 1,150 2,444 Construction/land development 230 344 821 Commercial and industrial loans 230 480 638 866 2,286 Consumer loans 119 91 84 155 408 Lease financing receivables 5 7 55 100 218 - ------------------------------------------------------------------------------------------------------------------------ 2,483 1,869 1,159 2,615 6,177 - ------------------------------------------------------------------------------------------------------------------------ Recoveries: Loans secured by real estate 24 25 259 20 31 Construction/land developing 75 11 25 114 Commercial and industrial loans 45 204 45 11 14 Consumer loans 25 14 39 34 46 Lease financing receivables 6 6 45 119 2 - ------------------------------------------------------------------------------------------------------------------------ 175 249 399 209 207 - ------------------------------------------------------------------------------------------------------------------------ Net charge-offs 2,308 1,620 760 2,406 5,970 - ------------------------------------------------------------------------------------------------------------------------ Balance at end of year $3,707 $3,325 $3,472 $3,442 $3,550 ======================================================================================================================== Average loans outstanding $197,562 $182,676 $171,814 $174,546 $205,873 ======================================================================================================================== Net charge-offs as a percentage of average loans 1.17% .89% .44% 1.38% 2.90% Net charge-offs as a percentage of the allowance at January 1 69.41% 46.66% 22.08% 67.77% 144.03% Allowance as a percentage of total loans at December 31 1.84% 1.70% 1.95% 1.93% 1.82% Allowance as a percentage of non- performing loans at December 31 53.76% 56.52% 89.46% 40.51% 27.35% Management s Discussion and Analysis - Financial Results (Continued) Westbank Corporation and Subsidiaries Allocation of the balance of the allowance for loan losses applicable to: (Dollars in Thousands) 1995 1994 1993 1992 1991 ======================================================================================================================== % of % of % of % of % of Loans to Loans to Loans to Loans to Loans to Total Total Total Total Total Amount Loans Amount Loans Amount Loans Amount Loans Amount Loans - ------------------------------------------------------------------------------------------------------------------------ Loans secured by real estate $2,717 74.23% $2,496 73.18% $1,619 72.39% $1,474 70.82% $1,039 66.20% Construction/land development 150 3.76 127 4.35 4.79 3.64 311 3.06 Commercial and industrial loans 687 17.47 514 17.50 85 17.09 287 17.37 386 21.29 Consumer loans 89 4.43 125 4.79 5.21 6.29 6.20 Lease financing receivables 64 .11 63 .18 .52 1.88 3.25 Unallocated 1,568 N/A 1,681 N/A 1,814 N/A - ------------------------------------------------------------------------------------------------------------------------ $3,707 100.00% $3,325 100.00% $3,472 100.00% $3,442 100.00% $3,550 100.00% ======================================================================================================================== The approach the Corporation uses in determining the adequacy of the allowance for loan losses is the combination of a target reserve and general reserve allocation. Quarterly, based on an internal review of the loan portfolio, the Corporation identifies required reserve allocations targeted to recognized problem loans that, in the opinion of management, have potential loss exposure or questions relative to the adequacy of the collateral on these same loans. In addition, the Corporation allocates a general reserve against the remainder of the loan portfolio. Non-Performing Assets Loans Loans on which interest and principal payments are 90 days or more past due are placed on a non-accrual basis (earlier if deemed appropriate) and interest is reversed unless management determines that the collectibility of principal and interest is not reasonably considered in doubt. The following table sets forth information with regard to non-performing loans as of the end of each year indicated: (Dollars in Thousands) 1995 1994 1993 1992 1991 ======================================================================================================================== Loans on a non-accrual basis $6,180 $4,890 $3,057 $7,353 $10,092 ======================================================================================================================== Non-accrual loans as a percentage of total net loans outstanding 3.13% 2.54% 1.75% 4.20% 5.26% Non-accrual loans as a percentage of total assets 2.44% 2.01% 1.34% 3.14% 4.19% Loans contractually past due 90 days or more and still accruing $277 $492 $330 $724 $2,884 ======================================================================================================================== The gross amount of interest that would have been accrued at the original contract rate on loans on a non-accrual basis (in thousands) was $354, $342, $126, $124, and $346 for 1995, 1994, 1993, 1992, and 1991, respectively. Interest income included in the results of operations relating to these loans was $20,000 in 1994. The increase in non-accrual loans from 1994 is attributable to management moving two loans totaling approximately $4,000,000 to non-performing status during the third quarter of 1995. The classification to non-performing status was in response to deterioration of these two borrowers and managements aggressive action in an attempt to resolve them. Each of the loans is real estate related. The increase in the provision for loan losses and charge offs during 1995 are directly related to the loans referred to above. As described in Note 1, on January 1, 1995 the Bank adopted Statement of Financial Accounting Standards ( SFAS ) No. 114, Accounting by Creditors for Impairment of a Loan, as amended by SFAS No. 118, Accounting for Creditors for Impairment of a Loan - Income Recognition and Disclosures. Under this guidance the Bank measures impairment of commercial loans by using the present value of expected future cash flows discounted at the loan s effective interest rate. Commercial real estate loans are generally measured based on the fair value of the underlying collateral. Smaller balance homogenous loans, including residential real estate and consumer loans, are collectively evaluated for impairment. Management s Discussion and Analysis - Financial Results (Continued) Westbank Corporation and Subsidiaries The Bank evaluates each impaired loan to determine the income recognition policy. Generally, income is recorded only on a cash basis for impaired loans. Interest income recognized during 1995 on impaired loans was not significant. At December 31, 1995, the recorded investment in impaired loans was $4,735,000, for which no additional specific allowance for loan losses was recorded. For the twelve months ended December 31, 1995, the average recorded investment in impaired loans was $2,201,000. As a result of adopting SFAS 114, in-substance foreclosures totalling $1,979,000, $5,988,000 and $575,000 as of December 31, 1993, 1992 and 1991, respectively, were reclassified to loans and are included in non-accrual loans above. Restructured Loans A restructured loan is one for which the Corporation has modified the contractual terms to provide a reduction in the rate of interest and, in most instances, an extension of payments of principal or interest or both because of a deterioration in the financial position of the borrower. Restructured loans modified prior to December 31, 1994 which are performing in accordance with their new terms are not included in non-accrual loans unless concern exists as to the ultimate collection of principal or inte rest and are not considered to be impaired. Those entered into after December 31, 1994 are considered to be impaired as defined by SFAS No. 114 described above. Restructured loans, which are classified as accruing loans, amounted to $439,000 in 1995, $501,000 in 1994, $494,000 in 1993, $420,000 in 1992 and none during 1991. The average current yield on these loans was approximately 8.67% for 1995. The following is an analysis of interest income related to restructured loans which are classified as accruing loans: Year Ended December 31, (Dollars in Thousands) 1995 1994 1993 1992 ======================================================================================================================== Interest income that would have been recognized if the loans had been current at original contractual rates $46 $50 $45 $12 Amount recognized as interest income 43 42 41 8 - ------------------------------------------------------------------------------------------------------------------------ Reduced interest income $3 $8 $4 $4 ======================================================================================================================== Other Real Estate Owned The following table sets forth information regarding other real estate owned: (Dollars in Thousands) 1995 1994 1993 1992 1991 ======================================================================================================================== Other real estate owned - net $1,008 $1,552 $3,161 $4,271 $4,972 Other real estate held for investment 292 - ------------------------------------------------------------------------------------------------------------------------ $1,300 $1,552 $3,161 $4,271 $4,972 ======================================================================================================================== Other real estate owned as a percentage of total assets .51% .64% 1.38% 1.82% 2.06% ======================================================================================================================== Deposits The following table sets forth the average amounts of various classifications of deposits: 1995 1994 1993 ======================================================================================================================== (Dollars in Thousands) Amount Rate Amount Rate Amount Rate - ------------------------------------------------------------------------------------------------------------------------ Savings $33,026 2.11% $36,879 2.11% $37,529 2.44% Money market 16,560 2.55 22,548 2.56 25,585 2.87 Negotiated rate certificates 14,246 4.90 6,279 4.57 5,412 4.99 Other time deposits 124,122 5.20 109,242 3.99 107,324 4.25 - ------------------------------------------------------------------------------------------------------------------------ 187,954 4.40% 174,948 3.43% 175,850 3.68% Demand deposits 39,998 35,711 30,065 - ------------------------------------------------------------------------------------------------------------------------ $227,952 $210,659 $205,915 ======================================================================================================================== Management s Discussion and Analysis - Financial Results (Continued) Westbank Corporation and Subsidiaries Certificates of deposits of $100,000 and over at December 31, 1995 had the following maturities: 3 Months 3 to 6 6 to 12 (Dollars in Thousands) or Less Months Months Total ======================================================================================================================== Totals $8,440 $2,655 $1,859 $12,954 ======================================================================================================================== Return on Equity and Assets The Corporation s return on average assets, return on average equity, average equity to average assets ratio and dividend payout ratio, for each of the years ended December 31, were as follows: 1995 1994 1993 ======================================================================================================================== Return on average total assets .93% .93% .86% Return on average stockholders equity 14.04 14.77 15.80 Average stockholders equity to average total assets 6.62 6.32 5.41 Dividend payout ratio 27.78 Borrowings The following table summarizes borrowings. Average interest rates during each year were computed by dividing total interest expense by the average amount borrowed: (Dollars in Thousands) 1995 1994 1993 ======================================================================================================================== Balance at year end $7,177 $8,625 $12,420 Average amount outstanding $7,107 $6,896 $8,711 Maximum amount outstanding at any month-end $9,675 $13,961 $12,420 Average interest rate for the year 3.78% 2.90% 2.96% Average interest rate on year-end balance 3.38% 4.20% 2.94% Management s Discussion and Analysis of the Statements of Income In the following sections of Management s Discussion and Analysis of the Statements of Income, the comparative results of 1995, 1994 and 1993 will be covered in greater detail. The principal earning assets of the holding company consist of a commercial bank, Park West Bank and Trust Company. Noteworthy are the effects of sources of income from earning assets and expense of interest-bearing liabilities. Presented below is a comparative summary of percentages of increases and decreases for the three years ended December 31, 1995. The significant changes are discussed in the analysis that follow the summary. Percentage of increase (decrease) ======================================================================================================================== 1995 1994 Over Over (Dollars in Thousands) 1995 1994 1993 1994 1993 - ------------------------------------------------------------------------------------------------------------------------ Net interest income $11,721 $10,847 $10,073 8.06% 7.68% Provision for loan losses 2,690 1,473 790 82.62 86.46 Non-interest income 2,917 2,459 2,861 18.63 (14.05) Non-interest expense 8,515 10,088 10,072 (15.59) .16 Income taxes (benefit) 1,080 (430) 525 - ------------------------------------------------------------------------------------------------------------------------ Net income before cumulative effect of accounting change 2,353 2,175 1,547 8.18 40.59 Cumulative effect of accounting change for income taxes 400 - ------------------------------------------------------------------------------------------------------------------------ Net Income $2,353 $2,175 $1,947 8.18% 11.71% ======================================================================================================================== Interest Income Westbank s earning assets include a diverse portfolio of interest earning instruments ranging from Westbank s core business of loan extensions to interest-bearing securities issued by federal, state and municipal authorities. These earning assets are financed through a combination of interest-bearing and interest-free sources. Management s Discussion and Analysis - Financial Results (Continued) Westbank Corporation and Subsidiaries Total interest income for 1995 amounted to $20,261,000 as compared to $17,046,000 for 1994 and $16,809,000 for 1993. For 1995 this represents an increase of $3,215,000 or 19% over 1994, while interest income increased by $237,000 or 1.4% in 1994 versus 1993. The increase in 1995 is the result of an increase in average earning assets of $20,508,000 or 9% and an increase of 67 basis points in average earning interest rate. The increase in 1994 over 1993 is the result of an increase in average earning assets of $8,622,000 combined with a 21 basis point reduction in average earning interest rate. Interest Expense Interest expense for 1995 on deposits and borrowings amounted to $8,540,000 as compared to $6,199,000 in 1994 and $6,736,000 for 1993. Interest expense increased by $2,341,000 or 37% during 1995 compared to 1994 and 1994 interest expense declined by $537,000 or 8% versus 1993. The 1995 increase is the result of an increase of average interest bearing liabilities of $13,217,000 and a 97 basis point increase in the average rate of interest paid compared to 1994. The decline in interest expense during 1994 versus 1993 is the result of a decrease of average interest bearing liabilities of $2,717,000 combined with a decrease of 24 basis points on average interest rate paid. Net Interest Income Net interest income, the most significant component of earnings, is the amount by which the interest generated by assets exceeds the interest expense on liabilities. For analytical purposes, the interest earned on tax exempt assets is adjusted to a tax equivalent basis using statutory rates to recognize the income tax savings which facilitates comparison between taxable and tax exempt assets. Westbank s management analyzes its performance by utilizing the concepts of interest rate spread and net yield on earning assets. The interest rate spread represents the difference between the yield on earning assets and interest paid on interest-bearing liabilities. The net yield on earning assets is the difference between the rate of interest on earning assets and the effective rate paid on all funds, interest-bearing liabilities, as well as interest-free sources (primarily demand deposits and stockholders equity). GRAPH INSERT - The following graph illustrates the growth in net interest income for the periods 1993 through 1995: (Dollars in thousands) 1993 $10,096 1994 $10,870 1995 $11,732 The following table sets forth Westbank s net interest income on a taxable equivalent basis: (Dollars in Thousands) 1995 1994 1993 ======================================================================================================================== Total interest income $20,261 $17,046 $16,809 Total interest expense 8,540 6,199 6,736 - ------------------------------------------------------------------------------------------------------------------------ Net interest income 11,721 10,847 10,073 Tax equivalent adjustment to interest income 11 23 23 - ------------------------------------------------------------------------------------------------------------------------ Net interest income (taxable equivalent) $11,732 $10,870 $10,096 ======================================================================================================================== The RATE/VOLUME ANALYSIS OF INTEREST MARGIN ON EARNING ASSETS section includes and sets forth each major category of interest earning assets and interest bearing liabilities which result in net interest income. Provision for Loan Losses The 1995 provision for loan losses totalled $2,690,000 compared with $1,473,000 in 1994, an increase of 83%. During 1994 the provision increased by $683,000 over 1993 representing an increase of 86%. The increase in the provision for loan losses during 1995 is directly attributable to the increase in non-performing loans primarily during the third quarter, and managements aggressive action in attempting to resolve them. A full discussion appears previously under the headings of LOAN LOSS EXPERIENCE and NON-PERFORMING ASSETS. Management s Discussion and Analysis - Financial Results (Continued) Westbank Corporation and Subsidiaries Non-Interest Income Income from sources other than interest was $2,917,000 in 1995, an increase of $458,000 from the prior year and an increase of $56,000 versus 1993. Non-interest income for 1995 reflects an increase in Trust Department earnings, a decrease in service charges on deposit accounts of $111,000 and decreases from the gain on sale of mortgages and sale of other real estate owned totaling $150,000 compared to 1994. 1995 also reflects the recovery of an insurance claim totaling $703,000 relating to the loss resulting from the employee defalcation previously discussed. Non-Interest Expense GRAPH INSERT - The following graph illustrates the level of non-interest expense for the years 1993 through 1995: (Dollars in thousands) 1993 $10,072 1994 $10,088 1995 $8,515 The components of other operating expenses at December 31 are as follows: (Dollars in Thousands) 1995 1994 1993 ======================================================================================================================== Salaries and benefits $3,845 $3,939 $3,656 Occupancy 513 555 504 Write-down of other real estate owned 224 760 1,164 Other real estate owned expense 274 476 633 Other non-interest expense 3,659 4,358 4,115 - ------------------------------------------------------------------------------------------------------------------------ $8,515 $10,088 $10,072 ======================================================================================================================== Overall non-interest expense declined during 1995 by $1,573,000 versus 1994 and $1,557,000 compared to 1993. During 1995 salaries and benefits decreased by $94,000 reflecting the savings of outsourcing the Corporation s transit and statement rendering functions offset partially as a result of two new branch locations and the associated staffing requirements. Similarly, occupancy decreased by $42,000 as a result of the outsourcing described above. Other real estate owned expenses declined by $738,000 during 1995 the result of less real estate under management by the Bank during the current year. Finally, other non-interest expense decreased in 1995 by $699,000, the result of the Corporation reflecting a loss of $750,000 in 1994 for the alleged employee defalcation previously discussed. Income Taxes The Financial Accounting Standards Board issued a Statement of Financial Accounting Standard No. 109, Accounting for Income Taxes ( SFAS No. 109 ) in February, 1992. The Statement requires the recognition of deferred tax assets, net of applicable reserves, related to net operating loss carryforwards and certain temporary differences. Effective January 1, 1993, the Corporation prospectively adopted SFAS No. 109, resulting in a $400,000 benefit which has been reported as a cumulative effect of the change in accounting principle. For the year ended December 31, 1995 Westbank Corporation recorded a tax expense of $1,080,000 compared to 1994, when the Corporation recorded a tax benefit of $430,000, which was primarily the result of the utilization of net operating loss carryforwards of $237,000 and a decrease in a valuation allowance of $771,000 pertaining to deferred tax assets offset by the provision for current taxes. Income taxes for 1993 totaled $525,000 offset by a $400,000 benefit recorded as a cumulative effect of accounting change for income taxes, which is the result of the Corporation adopting SFAS No. 109. Net Income The net income for 1995 of $2,353,000, or $.72 per share, is based on a weighted average of 3,271,875 shares outstanding, compared with a net income for 1994 of $2,175,000, or $.68 based on a weighted average of 3,203,985 shares outstanding and net income for 1993 of $1,947,000 or $.61 based on a weighted average shares of 3,190,486. Independent Auditors Reports Westbank Corporation and Subsidiaries Independent Auditors Report The Stockholders and Board of Directors, Westbank Corporation We have audited the accompanying consolidated balance sheets of Westbank Corporation and Subsidiaries (the Corporation ) as of December 31, 1995 and 1994, and the related consolidated statements of income, stockholders equity and cash flows for the years then ended. These financial statements are the responsibility of the Corporation s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Westbank Corporation and Subsidiaries at December 31, 1995 and 1994, and the results of their operations and their cash flows for the years then ended in conformity with generally accepted accounting principles. As described in Note 1, the Corporation changed its method of accounting for securities as of January 1, 1994. DELOITTE & TOUCHE LLP Hartford, Connecticut January 25, 1996 Independent Auditors Report The Stockholders and Board of Directors, Westbank Corporation We have audited the accompanying consolidated statements of income, stockholders equity and cash flows of Westbank Corporation and subsidiaries for the year ended December 31, 1993. These consolidated financial statements are the responsibility of the Corporation s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the results of operations and cash flows of Westbank Corporation and Subsidiaries for the year ended December 31, 1993, in conformity with generally accepted accounting principles. As discussed in Note 1 to the financial statements, in 1993 the Corporation adopted Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes. KPMG PEAT MARWICK LLP Springfield, Massachusetts January 28, 1994 Consolidated Balance Sheets Westbank Corporation and Subsidiaries December 31, (Dollars in Thousands, except share amounts) 1995 1994 ======================================================================================================================== Assets Cash and due from banks: Non-interest bearing $11,195 $10,425 Interest bearing 509 275 - ------------------------------------------------------------------------------------------------------------------------ 11,704 10,700 Federal funds sold 900 1,000 - ------------------------------------------------------------------------------------------------------------------------ Total cash and cash equivalents 12,604 11,700 Securities (Note 2): Investment securities available for sale (amortized cost of $16,792 in 1995 and $8,001 in 1994) 16,907 7,753 Investment securities held to maturity (fair value of $18,402 in 1995 and $20,958 in 1994) 18,209 21,794 - ------------------------------------------------------------------------------------------------------------------------ Total securities 35,116 29,547 - ------------------------------------------------------------------------------------------------------------------------ Mortgage loans held for sale 8,826 Loans, net of allowance for loan losses of $3,707 in 1995 and $3,325 in 1994 188,438 192,677 - ------------------------------------------------------------------------------------------------------------------------ Total Loans, Net (Note 3) 197,264 192,677 - ------------------------------------------------------------------------------------------------------------------------ Property and equipment (Note 4) 3,643 3,417 Other real estate owned, net of allowance for losses of $65 in 1995 and $231 in 1994 (Note 5) 1,300 1,552 Accrued interest receivable 1,658 1,668 Deferred premium on loans sold 39 112 Deferred income taxes (Note 8) 364 1,245 Income taxes refundable (Note 8) 314 103 Other assets 1,475 1,292 - ------------------------------------------------------------------------------------------------------------------------ Total assets $253,777 $243,313 ======================================================================================================================== Liabilties and Stockholders Equity Deposits (Note 6): Non-interest bearing $43,981 $40,399 Interest bearing 183,981 178,164 - ------------------------------------------------------------------------------------------------------------------------ Total deposits 227,962 218,563 Borrowed funds (Note 7) 7,177 8,625 Interest payable on deposits 309 240 Other liabilities 626 541 - ------------------------------------------------------------------------------------------------------------------------ Total liabilities 236,074 227,969 Commitments and contingent liabilities (Notes 11 and 12) Stockholders equity (Note 14): Preferred stock, par value $5 per share, authorized 100,000 shares; none issued Common stock, par value $2 per share, authorized 9,000,000 shares; issued and outstanding 3,221,603 shares in 1995 and 3,138,167 shares in 1994 6,443 6,276 Additional paid-in capital 7,141 6,877 Retained earnings 4,053 2,334 Unrealized gain (loss) on securities available for sale 66 (143) - ------------------------------------------------------------------------------------------------------------------------ Total stockholders equity 17,703 15,344 - ------------------------------------------------------------------------------------------------------------------------ Total liabilities and stockholders equity $253,777 $243,313 ======================================================================================================================== See notes to consolidated financial statements. Consolidated Statements of Income Westbank Corporation and Subsidiaries Years ended December 31, (Dollars in Thousands, except share amounts) 1995 1994 1993 ======================================================================================================================== 			 Interest and dividend income: Interest and fees on loans $17,681 $15,015 $14,756 Interest from temporary investments 268 176 147 Interest and dividend income from securities 2,312 1,855 1,906 - ------------------------------------------------------------------------------------------------------------------------ Total interest and dividend income 20,261 17,046 16,809 Interest expense: Interest on time deposits 7,574 5,712 6,207 Interest on certificates of deposit - $100,000 or more 695 287 270 Interest on borrowed funds 271 200 259 - ------------------------------------------------------------------------------------------------------------------------ Total interest expense 8,540 6,199 6,736 - ------------------------------------------------------------------------------------------------------------------------ Net interest income before provision for loan losses 11,721 10,847 10,073 Provision for loan losses (Note 3) 2,690 1,473 790 - ------------------------------------------------------------------------------------------------------------------------ Net interest income after provision for loan losses 9,031 9,374 9,283 Non-interest income: Trust department income 354 329 316 Service charges on deposits 851 962 1,123 Gain (loss) on sale of mortgage loans/servicing rights (4) 77 187 Gain on sale of securities available for sale 145 145 339 Gain on sale of other real estate owned 13 82 43 Other non-interest income (Note 13) 1,558 864 853 - ------------------------------------------------------------------------------------------------------------------------ Total non-interest income 2,917 2,459 2,861 - ------------------------------------------------------------------------------------------------------------------------ Non-interest expense: Salaries and wages 3,181 3,331 3,099 Pension and employee benefits (Note 9) 664 608 557 Occupancy expense 513 555 504 Depreciation and amortization expense 453 550 787 Write-down of other real estate owned 224 760 1,164 Other real estate owned expenses 274 476 633 Other non-interest expense (Note 13) 3,206 3,808 3,328 - ------------------------------------------------------------------------------------------------------------------------ Total non-interest expense 8,515 10,088 10,072 - ------------------------------------------------------------------------------------------------------------------------ Income before income taxes, (benefit) and cumulative effect of accounting change 3,433 1,745 2,072 Income taxes (benefit) (Note 8) 1,080 (430) 525 Net income before cumulative effect of accounting change 2,353 2,175 1,547 Cumulative effect of accounting change for income taxes (Note 8) 400 - ------------------------------------------------------------------------------------------------------------------------ Net income $2,353 $2,175 $1,947 ======================================================================================================================== Net earnings per share before cumulative effect of accounting change $.72 $.68 $.48 Net earnings per share attributable to cumulative effect of accounting change .13 - ------------------------------------------------------------------------------------------------------------------------ Net earnings per share $.72 $.68 $.61 ======================================================================================================================== Weighted average shares and equivalent shares outstanding 3,271,875 3,203,985 3,190,486 ======================================================================================================================== See notes to consolidated financial statements. Consolidated Stament of Stockholder Equity Westbank Corporation and Subsidiaries Retained Unrealized Common Stock Additional earnings gain (loss) Par paid-in (accumulated on securities (Dollars in Thousands, except share amounts) Shares Value capital deficit) available for sale Total ======================================================================================================================== Balance, December 31, 1992 3,115,689 $6,231 $6,849 $(1,788) $ $11,292 Net income 1,947 1,947 Shares issued under stock option plan 5,700 12 12 Shares issued under stock purchase plan 4,117 8 12 20 - ------------------------------------------------------------------------------------------------------------------------ Balance, December 31, 1993 3,125,506 6,251 6,861 159 13,271 Net income 2,175 2,175 Shares issued: Stock option plan 7,864 16 16 Dividend reinvestment and stock purchase plan 4,797 9 16 25 Cumulative effect of implementing accounting standard for securities as of January 1, 1994 233 233 Changes in unrealized loss on securities available for sale (376) (376) - ------------------------------------------------------------------------------------------------------------------------ Balance, December 31, 1994 3,138,167 6,276 6,877 2,334 (143) 15,344 Net income 2,353 2,353 Cash dividends declared ($.20 per share) (634) (634) Shares issued: Stock option plan 16,342 33 4 37 Dividend reinvestment and stock purchase plan 67,094 134 260 394 Change in unrealized gain (loss) on securities available for sale 209 209 - ------------------------------------------------------------------------------------------------------------------------ Balance, December 31, 1995 3,221,603 $6,443 $7,141 $4,053 $66 $17,703 ======================================================================================================================== See notes to consolidated financial statements. Consolidated Statements of Cash Flows Westbank Corporation and Subsidiaries For the years ended December 31, (Dollars in Thousands) 1995 1994 1993 ======================================================================================================================== Operating activities: Net income $2,353 $2,175 $1,947 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses 2,690 1,473 790 Provision for other real estate owned 224 760 1,164 Depreciation and amortization 453 550 787 Realized gain on sale of securities (145) (145) (339) Realized gain on sale of other real estate owned (13) (82) (43) Change in: Loans held for sale (4,154) Accrued interest receivable 10 (108) 174 Income taxes refundable (211) (53) (6) Deferred taxes 881 (876) (400) Other assets (183) (319) 197 Interest payable on deposits 69 (301) (308) Other liabilities 85 341 (229) - ------------------------------------------------------------------------------------------------------------------------ Net cash provided by operating activities 2,059 3,415 3,734 - ------------------------------------------------------------------------------------------------------------------------ Investing activities: Securities: Held to maturity: Purchases (4,500) (5,747) Proceeds from maturities 8,085 169 Available for sale: Purchases (14,866) (6,740) Proceeds from sales 4,912 7,738 Proceeds from maturities 1,308 7,014 Investments: Purchases (23,908) Proceeds from sales 15,514 Proceeds from maturities 7,570 Purchases of premises and equipment (960) (879) (318) Net increase in loans (3,847) (21,808) (4,097) Proceeds from sale of other real estate owned 965 3,186 3,836 - ------------------------------------------------------------------------------------------------------------------------ Net cash used in investing activities (8,903) (17,067) (1,403) - ------------------------------------------------------------------------------------------------------------------------ Financing activities: Proceeds from borrowed funds 15,099 969 Repayment of borrowed funds (2,676) (15,716) (797) Net increase (decrease) in deposits 9,399 16,132 (9,314) Net increase (decrease) in short-term borrowings 1,228 (3,178) 2,146 Proceeds from exercise of stock options and stock purchase plan 431 41 32 Dividends paid (634) - ------------------------------------------------------------------------------------------------------------------------ Net cash used by financing activities 7,748 12,378 (6,964) - ------------------------------------------------------------------------------------------------------------------------ Increase (decrease) in cash and cash equivalents 904 (1,274) (4,633) Cash and cash equivalents at beginning of year 11,700 12,974 17,607 - ------------------------------------------------------------------------------------------------------------------------ Cash and cash equivalents at end of year $12,604 $11,700 $12,974 ======================================================================================================================== Cash paid during the year: Interest on deposits and other borrowings $8,471 $6,499 $7,044 Income taxes 520 366 500 See notes to consolidated financial statements. Notes to Consolidated Financial Statements Westbank Corporation and Subsidiaries 1 - Summary of Significant Accounting Policies The accounting and reporting policies of Westbank Corporation (the Corporation ) and its subsidiaries are in conformity with generally accepted accounting principles and general practices within the banking industry. The following is a description of the more significant policies. Nature of Operations The Corporation operates ten banking offices located in Hampden County and also operates a Trust Department providing services normally associated with holding property in a fiduciary or agency capacity. A full range of retail banking services are furnished to individuals, businesses and non-profit organizations. The Corporation s primary source of revenue is providing loans to customers, predominately located in Western Massachusetts. Use of Estimates in the Preparation of Financial Statements The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for loan losses and the valuation of real estate acquired in connection with foreclosures or in satisfaction of loans. In connection with the determination of the allowances for loan losses and other real estate owned, management obtains independent appraisals for significant properties. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Bank s allowances for losses on loans and other real estate owned. Such agencies may require the Bank to recognize additions to the allowances based on their judgements about information available to them at the time of their examination. Basis of Presentation and Consolidation The consolidated financial statements include the accounts of the Corporation and its wholly-owned subsidiary, Park West Bank and Trust Company ( Park West or the Bank ), its subsidiaries, Lorac Leasing Corp., and PWB&T Inc. All material intercompany balances and transactions have been eliminated upon consolidation. Certain amounts in the 1994 and 1993 financial statements have been reclassified to conform to the 1995 presentation. Cash and Cash Equivalents The Corporation defines cash and due from banks and federal funds sold to be cash equivalents. Securities Statement of Financial Accounting Standards No. 115, Accounting for Certain Investment in Debt and Equity Securities ( SFAS No. 115 ) addresses the accounting and reporting for investments in equity securities that have readily determinable fair values and for all investments in debt securities. Those investments are to be classified in three categories and accounted for as follows: Held to Maturity Securities - reported at amortized cost. Trading Securities - reported at fair value with unrealized gains/losses included in earnings. Available for Sale - reported at fair value, with unrealized gains/losses, net of income taxes, excluded from earnings and reported as a separate component of shareholders equity. Securities that management has the positive intent and ability to hold until maturity are stated at cost, adjusted for amortization of premiums and accretion of discounts. Those securities which have been identified as assets for which there is not a positive intent to hold to maturity, including all marketable equity securities, are classified as available for sale with unrealized gains (losses), net of income taxes reported as a separate component of shareholders equity. The Corporation classifies all securities with an original maturity of less than three years as available for sale. In addition, any mortgage-backed securities created out of the Banks own inventory of residential real estate loans are also considered available for sale. All other securities are classified as held to maturity. Gains and losses on sales of securities are recognized at the time of sale on a specific identification basis. Mortgage-backed securities held to maturity are stated at cost, adjusted for amortization of premiums and accretion of discounts determined by a method that approximates the level-yield method. Management has the positive ability and the intent to hold these assets until maturity. Notes to Consolidated Financial Statements (Continued) Westbank Corporation and Subsidiaries Loans Loans have been reduced by deferred loan fees and the allowance for loan losses. Interest on commercial and real estate loans is accrued on the principal amount of loans outstanding. Interest on discounted installment loans is recognized by a method which approximates the interest method. Interest on other loans, is calculated by using the simple interest method on daily balances of the principal amount outstanding. Non-accrual loans are loans on which the accrual of interest ceases when the collection of principal or interest payments is determined to be doubtful by management. It is the general policy of the Corporation to discontinue the accrual of interest when principal or interest payments are delinquent 90 days or more unless the loan principal and interest are determined by management to be fully collectible. Any unpaid amounts previously accrued on these loans are reversed from income. Interest received where a loan is in non-accrual status is applied to reduce principal or, if management determines that the principal is collectible, interest is recognized on a cash basis. A loan is returned to accrual status after the borrower has brought the loan current and has demonstrated compliance with the loan terms for a sufficient period and management s doubts concerning collectibility have been removed. The adequacy of the allowance for loan losses is evaluated regularly by management. Factors considered in evaluating the adequacy of the allowance include the size of the portfolio, previous loss experience, current economic conditions and their effect on borrowers and the financial condition of individual borrowers and the related performance of individual loans in relation to contract terms. The provision for loan losses charged to operating expense is based upon management s judgement of the amount necessary to maintain the allowance at a level adequate to absorb losses. Loan losses are charged against the allowance for loan losses when management believes the collectibility of the principal is unlikely. Loan origination fees, net of certain direct loan origination costs, are deferred and recognized as income over the life of the related loan as an adjustment to the loan s yield. On January 1, 1995, the Corporation adopted Statement of Financial Accounting Standards No. 114, Accounting by Creditors for Impairment of a Loan , ( SFAS No. 114 ) which requires that certain impaired loans, except large groups of smaller balance homogeneous loans that are collectively evaluated for impairment, be measured based on the present value of expected future cash flows discounted at the loan s effective interest rate or, as a practical expedient, at the loan s observable market price or the fair value of the collateral if the loan is collateral dependent. SFAS No. 114 was modified by SFAS No. 118, Accounting by Creditors for Impairment of a Loan - Income Recognition and Disclosures, and was adopted concurrently by the Corporation. The adoption of these new standards did not have any material impact on the Corporation s financial statements. New Accounting Standards The Corporation has not adopted Statement of Financial Accounting Standards No. 122, Accounting for Mortgage Servicing Rights , ( SFAS No. 122 ) which is effective for fiscal years beginning after December 15, 1995. This statement requires allocation of the total cost of mortgage loans to the mortgage servicing rights and the loans (without the mortgage servicing rights) based on their relative fair values. It is not anticipated that the adoption of this standard will have a material impact on the Corporation s financial statements. Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation , ( SFAS No. 123 ) is effective for fiscal years beginning after December 15, 1995. This statement encourages, but does not require, employers to adopt a fair value method of accounting for employee stock-based compensation. Regardless of the method used for employee stock-based arrangements, SFAS No. 123 requires increased disclosures of stock-based compensation arrangements with employees. Management has not assessed the impact of adoption of this Standard. These statements apply to Westbank s financial statements as of January 1, 1996 and will be implemented during the first quarter of 1996. Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method. Amortization of leasehold improvements is charged over the terms of the respective leases, including option periods or the estimated useful lives of the improvements, whichever is shorter. Gains and losses are recognized upon disposal of assets. The cost of maintenance and repairs is charged to income as incurred, whereas significant renewals are capitalized. Notes to Consolidated Financial Statements (Continued) Westbank Corporation and Subsidiaries Other Real Estate Owned Other real estate owned ( OREO ) includes properties the Bank has acquired through foreclosure. OREO is recorded at the lower of cost or fair value at the date of acquisition, less estimated selling costs. At the time of foreclosure, the excess, if any, of the loan amount over the fair value of the asset acquired is charged off against the allowance for loan losses. Operating expenses to administer OREO properties are charged directly to operating expenses. Valuation allowances are established subsequent to acquisition, as necessary, based upon management s continuing assessment of the fair values of the properties. Loans granted in conjunction with sales of OREO are required to comply with the Bank s standard underwriting criteria, including receipt of an adequate down payment. Deferred Premium on Loans Sold The Corporation sells mortgage loans resulting in gains which are deferred at the time of the sale when the average interest rate on the loans sold, after normal servicing fees, differs from the agreed yield to the buyer. The premium or discount which results from these sales is amortized using the interest method over the estimated remaining life of the servicing contract, adjusted for estimated prepayments. Such amortization is charged against operations based upon amounts considered necessary by management to reflect accelerated prepayment experience. Income Taxes Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes ( SFAS No. 109 ) established the asset and liability method of accounting for income taxes. Under SFAS No. 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. To the extent that current available evidence about the future raises doubt about the realization of a deferred tax asset, a valuation allowance must be established. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under SFAS No. 109, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Corporation adopted SFAS No. 109 on January 1, 1993, and reported the cumulative effect of that change in the statement of income for the year ended December 31, 1993. Pension Plan The Corporation has a trusteed contributory defined contribution pension plan covering substantially all employees. The Corporation s policy is to fund accrued pension cost. Trust Department Assets held by the Corporation for customers in a fiduciary or agency capacity are not included in the consolidated financial statements, as such items are not assets of the Cor-poration. Such assets totaled approximately $102,315,000 and $84,031,000 at December 31, 1995 and 1994, respectively. Trust income is recognized on a cash basis. The amounts recognized under this method are not materially different from amounts that would be recognized on the accrual basis. Net Earnings Per Share The computation of earnings per share is based on the weighted average number of shares of common stock and common stock equivalents outstanding during the year. 2 - Securities Investment securities held to maturity at December 31 are as follows: 1995 ======================================================================================================================== Gross and net Amortized Fair unrealized (Dollars in Thousands) cost value gains - ------------------------------------------------------------------------------------------------------------------------ U.S. Government obligations $5,998 $6,134 $136 Federal agency obligations 10,678 10,695 17 Other debt securities 1,259 1,287 28 Mortgage-backed securities 274 286 12 - ------------------------------------------------------------------------------------------------------------------------ $18,209 $18,402 $193 ======================================================================================================================== 1994 ======================================================================================================================== Gross and net Amortized Fair unrealized (Dollars in Thousands) cost value losses - ------------------------------------------------------------------------------------------------------------------------ U.S. Government obligations $6,499 $6,269 $230 Federal agency obligations 13,694 13,117 577 Other debt securities 1,270 1,245 25 Mortgage-backed securities 331 327 4 - ------------------------------------------------------------------------------------------------------------------------ $21,794 $20,958 $836 ======================================================================================================================== Notes to Consolidated Financial Statements (Continued) Westbank Corporation and Subsidiaries Investment securities available for sale at December 31 are as follows: 1995 ======================================================================================================================== Gross Gross Net Amortized unrealized unrealized Fair unrealized (Dollars in Thousands) cost gains losses value gain/(loss) - ------------------------------------------------------------------------------------------------------------------------ U.S. Government obligations $2,896 $37 $ $2,933 $37 Federal agency obligations 4,199 79 4,120 (79) Other debt securities 253 4 257 4 Equity securities 645 11 656 11 Mortgage-backed securities 8,799 142 8,941 142 - ------------------------------------------------------------------------------------------------------------------------ $16,792 $194 $79 $16,907 $115 ======================================================================================================================== At December 31, 1995, the net unrealized gains, net of tax effect, on available-for-sale securities that was included as a separate component of stockholders equity was $66,000. During the year ended December 31, 1995 there were no sales of investment securities classified as held to maturity. 1994 ======================================================================================================================== Gross Gross Net Amortized unrealized unrealized Fair unrealized (Dollars in Thousands) cost gains losses value gain/(loss) - ------------------------------------------------------------------------------------------------------------------------ 		 			 U.S. Government obligations $3,394 $ $65 $3,329 $(65) Federal agency obligations 4,350 189 4,161 (189) Other debt securities 255 1 254 (1) Equity securities 2 7 9 7 - ------------------------------------------------------------------------------------------------------------------------ $8,001 $7 $255 $7,753 $(248) ======================================================================================================================== During 1995, the Corporation recognized gains on securities available for sale totaling $145,000 all of which were from the sale of mortgage-backed securities. For 1994, the Corporation also recognized a net gain on securities available for sale tota-ling $145,000 the result of recognizing a loss of $5,000 on the sale of U.S. Government obligations offset by gains totaling $150,000 on the sale of mortgage-backed securities. There were no net realized gains or losses during 1993. Notes to Consolidated Financial Statements (Continued) Westbank Corporation and Subsidiaries The contractual maturities of securities as of December 31, 1995 are summarized in the following tables. Actual maturities may differ from contractual maturities because certain issuers have the right to call or prepay obligations. Amortized Fair Percent (Dollars in Thousands) cost value of total ======================================================================================================================== Held to Maturity: Within 1 year $ - $ - % Over 1 year to 5 years 16,935 17,115 93 Over 5 years to 10 years 1,000 1,001 5 Over 10 years 274 286 2 - ------------------------------------------------------------------------------------------------------------------------ Total bond and debt obligations $18,209 $18,402 100% ======================================================================================================================== Amortized Fair Percent (Dollars in Thousands) cost value of total ======================================================================================================================== Available for Sale: Within 1 year $3,752 $3,766 22% Over 1 year to 5 years 4,241 4,200 25 Over 5 years to 10 years Over 10 years 8,799 8,941 53 - ------------------------------------------------------------------------------------------------------------------------ Total bond and debt obligations $16,792 $16,907 100% ======================================================================================================================== Securities carried at $12,660,000 at December 31, 1995 were pledged to secure public deposits, repurchase agreements and for other purposes as required by law. 3 - Loans And Allowance for Loan Losses Loans consisted of the following at December 31: (Dollars in Thousands) 1995 1994 ======================================================================================================================== Commercial $35,116 $34,306 Real estate construction 7,550 8,517 Real estate 149,519 143,677 Consumer 8,896 9,383 Lease financing 230 352 - ------------------------------------------------------------------------------------------------------------------------ 201,311 196,235 Allowance for loan losses (3,707) (3,325) Deferred loan origination fees (340) (233) - ------------------------------------------------------------------------------------------------------------------------ $197,264 $192,677 ======================================================================================================================== Changes in the allowance for loan losses are summarized as follows: (Dollars in Thousands) 1995 1994 1993 ======================================================================================================================== Balance, beginning of year $3,325 $3,472 $3,442 Provision for loan losses 2,690 1,473 790 Loans charged off (2,483) (1,869) (1,159) Recoveries 175 249 399 - ------------------------------------------------------------------------------------------------------------------------ $3,707 $3,325 $3,472 ======================================================================================================================== The aggregate principal balance of non-accrual loans was $6,180,000, $4,890,000 and $3,057,000 at December 31, 1995, 1994 and 1993, respectively. Contractual interest income which was not recognized on such non-accrual loans was $354,000, $342,000 and $126,000 for 1995, 1994 and 1993, respectively. The only income included in the results of operations for these non-accrual loans was $20,000 during 1994. The Corporation did not sell any loans with recourse during 1995. The remaining recourse exposure on prior sales was $5,014,000 at December 31, 1995. Management does not believe that its recourse obligations subject the Corporation to any material risk of loss in the future. The Corporation has suffered no losses as a result of these recourse obligations. Of the $157,069,000 in real estate loans at December 31, 1995, $99,321,000 are collateralized by 1-4 family dwel-lings. The majority of the collateral for these loans is located in the bank s direct market area of Western Massachusetts. Commercial real estate and real estate construction loans represented $55,116,000 in outstanding principal at December 31, 1995. These loans encompass a wider region extending throughout Massachusetts and Southern New England. Most are collateralized by commercial real estate developments. Commercial loans both collateralized and uncollateralized of $35,116,000 at December 31, 1995 represent loans made to businesses in Western Massachusetts. The Bank has had, and expects to have in the future, banking transactions in the ordinary course of business with its directors and officers. Such loans, in the opinion of management, do not include more than the normal risk of collectibility nor other unfavorable features. The following summarizes the activity with respect to indebtedness, both direct and indirect, with an aggregate of $60,000 or more for the directors, policy-making officers and major stockholders during the years ended December 31: (Dollars in Thousands) 1995 1994 ======================================================================================================================== Balance at beginning of year $687 $1,390 New loans granted 1,268 543 Repayments of principal (621) (831) Resignation of director (415) - ------------------------------------------------------------------------------------------------------------------------ Balance at end of year $1,334 $687 ======================================================================================================================== Notes to Consolidated Financial Statements (Continued) Westbank Corporation and Subsidiaries The Corporation restructured loans totaling $439,000, $501,000 and $494,000 at December 31, 1995, 1994 and 1993, respectively, which resulted in interest rates being reduced. The reduction of interest income is summarized as follows: (Dollars in Thousands) 1995 1994 1993 ======================================================================================================================== Gross income if at original terms $46 $50 $45 Actual income recorded during the year 43 42 41 - ------------------------------------------------------------------------------------------------------------------------ Reduction of interest income $3 $8 $4 ======================================================================================================================== As described in Note 1, on January 1, 1995 the Bank adopted Statement of Financial Accounting Standards ( SFAS No. 114 ), Accounting by Creditors for Impairment of a Loan, as amended by SFAS No. 118, Accounting for Creditors for Impairment of a Loan - Income Recognition and Disclosures. Under this guidance the Bank measures impairment of commercial loans by using the present value of expected future cash flows discounted at the loan s effective interest rate. Commercial real estate loans are generally measured based on the fair value of the underlying collateral. Smaller balance homogenous loans, including residential real estate and consumer loans, are collectively evaluated for impairment. The Bank evaluates each impaired loan to determine the income recognition policy. Generally, income is recorded only on a cash basis for impaired loans. Interest income recognized during 1995 on impaired loans was not significant. At December 31, 1995, the recorded investment in impaired loans was $4,735,000, for which no additional specific allowance for loan losses was recorded. For the twelve months ended December 31, 1995, the average recorded investment in impaired loans was $2,201,000. The Corporation had no commitments to lend additional funds to these borrowers having loans which are on non-accrual, impaired or restructured. The Corporation serviced loans for others totaling $153,923,000 and $155,539,000 at December 31, 1995 and 1994, respectively. 4 - Property and Equipment Major classes of property and equipment at December 31 are summarized as follows: Estimated (Dollars in Thousands) 1995 1994 Lives ======================================================================================================================== Property (including land of $1,029) $2,686 $3,00 30-40 years Furniture and equipment 6,387 5,841 3-10 years Motor vehicles 157 131 3 years Leasehold and building improvements 1,780 1,392 5-15 years - ------------------------------------------------------------------------------------------------------------------------ 11,010 10,368 Accumulated depreciation (7,367) (6,951) - ------------------------------------------------------------------------------------------------------------------------ $3,643 $3,417 ======================================================================================================================== Depreciation and amortization relating to property and equipment and charged to operating expense amounted to $453,000 in 1995, $550,000 in 1994 and $787,000 in 1993. 5 - Other Real Estate Owned At December 31, other real estate owned consisted of properties acquired through foreclosure as follows: (Dollars in Thousands) 1995 1994 ======================================================================================================================== Real estate acquired through foreclosure $1,300 $1,552 ======================================================================================================================== Changes in the allowance for other real estate owned losses are summarized as follows: (Dollars in Thousands) 1995 1994 1993 ======================================================================================================================== Balance, beginning of year $231 $440 $123 Provision for other real estate owned charged to operations 224 760 1,164 Write-downs (net of payments) (390) (969) (847) - ------------------------------------------------------------------------------------------------------------------------ Balance, end of year $65 $231 $440 ======================================================================================================================== Certain sales of other real estate owned were financed by the Bank, aggregating approximately $340,000 and $961,000 in 1995 and 1994, respectively. Net non cash transfer of loans to (from) other real estate owned were $375,000, $276,000 and ($162,000) for the years ended December 31, 1995, 1994 and 1993, respectively. 6 - Deposits Deposit accounts by type as of December 31 are summarized as follows: (Dollars in Thousands) 1995 1994 ======================================================================================================================== Demand deposits $43,981 $40,399 Regular - Savings 31,928 35,143 N.O.W. 17,113 15,670 Money market deposits 15,027 19,580 IRA s 27,542 26,546 Certificates of deposit 92,371 81,225 - ------------------------------------------------------------------------------------------------------------------------ $227,962 $218,563 ======================================================================================================================== Notes to Consolidated Financial Statements (Continued) Westbank Corporation and Subsidiaries Certificates of deposit with balances greater than or equal to $100,000 amounted to $12,954,000 and $12,142,000 as of December 31, 1995 and 1994, respectively. Interest paid on these deposits totaled approximately $695,000 and $287,000, respectively. 7 - Borrowed Funds Borrowed funds as of December 31 are as follows: (Dollars in Thousands) 1995 1994 ======================================================================================================================== Short Term Borrowings: Securities sold under agreements to repurchase $6,621 $4,246 Purchased federal funds 190 Treasury tax and loan notes 366 1,703 - ------------------------------------------------------------------------------------------------------------------------ 7,177 5,949 - ------------------------------------------------------------------------------------------------------------------------ Other Borrowings: Securities sold under agreements to repurchase 2,676 - ------------------------------------------------------------------------------------------------------------------------ 2,676 - ------------------------------------------------------------------------------------------------------------------------ $7,177 $8,625 ======================================================================================================================== The securities pledged under the repurchase agreements include U.S. Government and Federal agency obligations. At December 31, 1995, the book balance was $7,658,000 and the fair value was $7,598,000. The above short term borrowings mature daily. The Corporation maintains lines of credit with the Fleet Bank of Massachusetts for $3,000,000 and the Bank of Boston for $1,500,000. Both are revolving lines of credit with no set expiration date. There were no amounts outstanding against either line as of December 31, 1995 or 1994. The Bank had additional short term borrowing capacity through the Federal Home Loan Bank of $4,873,000 through its Ideal Way program that was unused at year end 1995. 8 - Income Taxes The income tax provisions (benefits) were as follows: (Dollars in Thousands) 1995 1994 1993 ======================================================================================================================== Current tax: Federal $148 $25 $50 State 204 316 475 - ------------------------------------------------------------------------------------------------------------------------ Total current 352 341 525 - ------------------------------------------------------------------------------------------------------------------------ Deferred tax (benefit): Deferred tax expense 728 558 Change in valuation allowance for deferred tax assets (771) (558) - ------------------------------------------------------------------------------------------------------------------------ Total deferred 728 (771) - ------------------------------------------------------------------------------------------------------------------------ Total income tax provision (benefit) $1,080 $(430) $525 ======================================================================================================================== The differences between the effective tax rate and the federal statutory tax rate on income before taxes are reconciled as follows: 1995 1994 1993 ======================================================================================================================== Federal statutory rate 34.0% 34.0% 34.0% Reduction in valuation allowance for deferred tax asset (44.2) (27.0) State income taxes, net of federal benefit 8.0 12.0 15.1 Deferred tax benefits realized currently (10.5) (17.0) Other (9.4) 3.2 - ------------------------------------------------------------------------------------------------------------------------ 31.5% (24.6)% 25.3% ======================================================================================================================== The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31 are presented below: (Dollars in Thousands) 1995 1994 ======================================================================================================================== Deferred tax assets: Allowance for loan losses $36 $ Other real estate owned 61 809 Deferred loan fees 143 98 State tax net operating loss carryforward 182 286 Alternative minimum tax credit carryover 318 Depreciation 125 Non-accrual interest 210 210 Federal tax net operating loss carryforward 225 Unrealized loss on securities 105 Other 11 75 - ------------------------------------------------------------------------------------------------------------------------ Total gross deferred tax assets 643 2,251 Valuation allowance (662) - ------------------------------------------------------------------------------------------------------------------------ Deferred tax assets - net of valuation allowance 643 1,589 - ------------------------------------------------------------------------------------------------------------------------ Deferred tax liabilities: Bond accretion 24 Unrealized gain on securities 48 Depreciation 10 Allowance for loan losses 58 Leases, net of residual value 146 197 Deferred FNMA premium 16 47 Prepaid pension 35 42 - ------------------------------------------------------------------------------------------------------------------------ Total gross deferred tax liabilities 279 344 - ------------------------------------------------------------------------------------------------------------------------ Net deferred tax assets $364 $1,245 ======================================================================================================================== The net change in the total valuation allowance for the year ended December 31, 1995 was a decrease of $662,000 mostly due to the recapture of such benefits. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Notes to Consolidated Financial Statements (Continued) Westbank Corporation and Subsidiaries Management considers the scheduled reversal of deferred tax assets and liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods which the deferred tax assets are deductible, management believes it is more likely than not the Corporation will realize the benefits of these deductible differences. 9 - Pension Plan Park West Bank and Trust Company, a wholly-owned subsidiary of the Corporation, has a contributory defined contribution pension plan (money purchase), covering substantially all of its employees. Contributions to the pension plan are a percentage of individual employees salary. Total pension expense for 1995, 1994 and 1993 amounted to $216,000, $216,000 and $198,000, respectively. At May 31, 1995, the most recent plan year, total plan assets were $2,084,000 and the vested balance was $2,032,000. The pension plan assets are invested in money market funds, government bonds, corporate and government agency bonds and marketable securities. 10 - Stock Options The Corporation offers shares of common stock to officers and key employees pursuant to the 1985 Incentive Stock Option Plan. On April 16, 1992, all outstanding options were canceled and 67,913 options at a price of $2 per share were issued. As of December 31, 1995, all options granted are exercisable. At the 1994 Annual Meeting of Sharehold-ers the 1985 Incentive Stock Option Plan was amended to increase the number of shares reserved for issuance by 200,000 shares. The following is a summary of the changes in options outstanding: 1995 1994 1993 ======================================================================================================================== Options outstanding at the beginning of year 325,949 134,916 67,913 Options granted at fair value: at $2.00 at $2.50 52,400 at $3.50 20,303 at $6.00 200,000 Options exercised: at $2.00 (8,142) (7,264) (4,500) at $2.50 (8,200) (600) (1,200) Options canceled (1,901) (1,103) - ------------------------------------------------------------------------------------------------------------------------ Options outstanding at the end of year 307,706 325,949 134,916 ======================================================================================================================== Shares available for future grants ======================================================================================================================== The Corporation adopted a Directors Stock Option Plan during 1995 which was approved at the 1995 Annual Meeting of Shareholders. The following is a summary of the changes in options outstanding under the Directors Stock Option Plan: 1995 ======================================================================================================================== Options outstanding at the beginning of the year Options authorized during 1995 125,000 Options granted at fair value $6.00 33,000 - ------------------------------------------------------------------------------------------------------------------------ Options available for future grants 92,000 ======================================================================================================================== Unless exercised, the options will expire ten years after granting. 11 - Leases The Corporation leases certain facilities under long-term lease agreements. The following is a schedule of future minimum lease payments for operating leases as of December 31, 1995: Year ending December 31, (Dollars in Thousands) ======================================================================================================================== 1996 $210 1997 198 1998 176 1999 162 2000 162 After 2000 98 - ------------------------------------------------------------------------------------------------------------------------ Total minimum lease payments $1,006 ======================================================================================================================== Rent expense for 1995, 1994 and 1993 amounted to $116,000, $109,000 and $113,000, respectively. 12 - Commitments, Contingent Liabilities and Financial Instruments with Off-Balance-Sheet Risk In the normal course of business, various commitments and contingent liabilities are outstanding, such as guarantees, standby letters of credit, commitments to extend credit and various financial instruments with off- balance-sheet risk that are not reflected in the financial statements. Financial instruments with off-balance-sheet risk involve elements of credit risk, interest rate risk, liquidity risk and market risk. Management does not anticipate any significant losses as a result of these transactions. Note to Consolidated Financial Statements (Continued) Westbank Corporation and Subsidiaries The following table summarizes the contractual value of financial instruments and other commitments and contingent liabilities at December 31: (Dollars in Thousands) 1995 1994 ======================================================================================================================== Commitments to grant loans $6,682 $6,116 Performance letters of credit and financial guarantees 1,658 892 Commitments to advance funds under existing loan agreements 23,900 34,127 Commitments for the sale and delivery of mortgage loans to FMNA The Bank uses the same credit policies in making commitment and conditional obligations as it does for on-balance-sheet instruments. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since commitments may be expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Bank evaluates each c ustomer s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on management s credit evaluation of the borrower. Collateral held varies but may include accounts receivable, inventory, property plant and equipment and income-producing commercial properties. Generally, all of the Banks loans are to borrowers in the Western Massachusetts and surrounding areas. The ability of borrowers to repay their loans is dependent on the overall economic stability of the Corporation s market area, real estate values and the net worth of the borrowers. A majority of the Corporation s loans are secured by real estate. As of December 31, 1995 the Bank has commitments to open two (2) supermarket branches in Edwards Super Food Stores in Chicopee and East Longmeadow. The Chicopee office opened on February 12, 1996 and the East Long-meadow office is scheduled to open in April 1996 pending regulatory approval. The Corporation anticipates entering into a lease agreement with Edwards Super Food Store for the East Longmeadow office and estimates capital expenditures for this office and the recently opened Chicopee office to be $600,000. Certain litigation is pending against the Corporation. Management, after consultation with legal counsel, does not anticipate that any ultimate liability arising out of such litigation will have a material effect on the Corporation s financial condition or results of operation. 13 - Other Non-Interest Income and Expense The components of other non-interest income and expense, which are in excess of 1% of the aggregate of total interest income and non-interest income and not shown separately on the consolidated statements of income, are as follows: Years Ended December 31, (Dollars in Thousands) 1995 1994 1993 ======================================================================================================================== Income: Loan servicing fees $513 $499 $375 Insurance recovery 703 Expenses: Computer operations and supplies 232 379 537 Service bureau expense 542 102 Federal Deposit Insurance Corporation assessment 433 584 634 Professional fees 260 329 204 Advertising 284 241 179 Unusual item 750 During March 1995 the bank discovered an alleged em-ployee defalcation of approximately $750,000. Included in the financial statements for 1994 is the writedown of this unusual item, while the 1995 financial statements reflect the recovery of this item based on an insurance refund of $703,000 (as shown above). 14 - Stockholders Equity and Regulatory Matters As a federally insured banking institution, Park West is subject to regulation by the Federal Deposit Insurance Corporation (the FDIC ). On December 22, 1994, in conjunction with an examination by the Commissioner of Banks for the Commonwealth of Massachusetts (the Commissioner ), Park West entered into a Memorandum of Understanding (the Memorandum ) with the Commissioner and the FDIC. The Memorandum required Park West to take certain affirmative action in response to the examination by the Commissioner. On December 11, 1995, in conjunction with an examination by the FDIC the Memorandum was revised. The revised Memorandum requires, among other items: Park West s Tier 1 capital to total asset ratio remain at or above 6%; Park West to submit written plans to further reduce classified assets; the Bank to review and/or revise its Investment Policy; correct other deficiencies noted in the exam; not declare or pay any dividends without prior approval by the FDIC and the Commissioner. Park West management believes that the Bank will be able to comply with all of the terms of the Memorandum. Note to Consolidated Financial Statements (Continued) Westbank Corporation and Subsidiaries The Federal Deposit Insurance Corporation Improvement Act of 1991 ( FDICIA ) includes significant changes to the legal and regulatory environment for insured depository institutions, including reductions in insurance coverage for certain kinds of deposits, increased supervision by the federal regulatory agencies, increased reporting requirements for insured institutions, and new regulations concerning internal controls, accounting, and operations. Under the prompt corrective action provisions of FDICIA, specific capital categories were defined based on an institution s capital ratios. To be considered well capitalized an institution must generally have a leverage ratio of at least 5%, a Tier 1 risk-based capital ratio of at least 6%, and a total risk-based capital ratio of at least 10%. At December 31, 1995, the Bank s leverage ratio was 6.87%, Tier 1 risk-based ratio was 9.81% and total risk-based ratio was 11.07%, based on leverage capital of $17,446,000, Tier 1 capital of $17,380,000, and total risk-based capital of $19,613,000, as defined. At December 31, 1995, the institution is classified as well capitalized as defined under FDICIA as described above. Westbank Corporation has adopted a Shareholders Rights Plan. The plan provides for the distribution of one Common Stock Purchase Right for each outstanding share of Common Stock of the Corporation to stockholders of record at the close of business on January 2, 1990. Each Right entitles the registered holder to purchase from the Corporation one share of Common Stock, par value $2 per share (the Common Stock ), at a cash Exercise Price of $36 per share of Common Stock, subject to adjustment. The Purchase Rights will be exercisable for shares of common stock having a market value of two times the exercise price in the event that the Board of Directors determines that the Corporation may be the subject of an adverse takeover. In the event that the Corporation is acquired in a merger in which the Corporation is not the surviving corporation or 50 percent or more of the Corporation s assets or earning power is sold, the Purchase Rights will be exercisable for common stock of the acquiring corporation having a market value of two times the exercise price. The Purchase Rights may be redeemed in whole by the Corporation, under certain circumstances, at a price of $.0001 per Purchase Right. The Purchase Rights expire on January 2, 2000. On January 5, 1996, the Corporation declared a dividend of $.06 per share to common shareholders of record on January 17, 1996 payable January 25, 1996. 15 - Employee Stock Ownership Plan The Corporation established an Employees Stock Ownership Plan ( ESOP ). The ESOP has been funded by a $100 contribution from the Corporation. At December 31, 1995 and 1994, the ESOP held no shares of the Corporation s stock. 16 - Fair Value of Financial Instruments Fair value estimates, methods, and assumptions are set forth below for the Corporation s financial instruments. The following table represents the carrying amount and estimated fair value of the Corporation s financial instruments at December 31: 1995 1994 ======================================================================================================================== Carrying Estimated Carrying Estimated (Dollars in Thousands) Amount Fair Value Amount Fair Value - ------------------------------------------------------------------------------------------------------------------------ Assets: Cash and due from banks $11,704 $11,704 $10,700 $10,700 Federal funds sold 900 900 1,000 1,000 Investment securities held to maturity 18,209 18,402 21,794 20,958 Securities available for sale 16,792 16,907 8,001 7,753 Loans 197,264 199,623 192,677 187,308 Accrued interest receivable 1,658 1,658 1,668 1,668 Liabilities: Deposits 227,962 228,550 218,563 217,537 Borrowed funds 7,177 7,177 8,625 8,625 Interest payable on deposits 309 309 240 240 Notes to Consolidated Financial Statements (Continued) Westbank Corporation and Subsidiaries Cash and Due from Banks and Federal Funds Sold The carrying amount for cash and due from banks and for federal funds sold approximates fair value and mature in 90 days or less. Investment Securities The fair value of securities except certain state and municipal securities, is estimated based on bid prices published in financial newspapers or bid quotations received from securities dealers. The fair value of certain state and mu-nicipal securities is not readily available through market sources other than dealer quotations, so fair value estimates are based on quoted market prices of similar instruments, adjusted for differences between the quoted instruments and the instruments being valued. Loans Fair values are estimated for portfolios of loans with similar financial characteristics. Loans are segregated by type such as commercial, commercial real estate, residential mortgage, and other consumer. Each loan category is further segmented into fixed and adjustable rate interest terms and by performing and non-performing categories. The fair value of performing loans, except residential mortgages, is calculated by discounting scheduled cash flows through the estimated maturity using estimated market discount rates that reflect the credit and interest rate risk inherent in the loan. The estimate of maturity is based on the Corporation s historical experience with repayments for each loan classification, modified, as required, by an estimate of the effect of current economic and lending conditions. For performing residential mortgage loans, fair value is estimated by discounting contractual cash flows adjusted for prepayment estimates using discount rates based on secondary market sources adjusted to reflect differences in servicing and credit costs. Fair value for significant non-performing loans is based on recent external appraisals. If appraisals are not available, estimated cash flows are discounted using a rate commensurate with the risk associated with the estimated cash flows. Assumptions regarding credit risk, cash flows, and discount rates are judgmentally determined using available market information and specific borrower information. Accrued Interest Receivable, Interest Payable on Deposits The carrying amount for these items approximate the fair value due to their short-term nature. Deposits The fair value of deposits with no stated maturity, such as non-interest bearing demand deposits, regular savings, and NOW accounts, and money market and checking accounts, is equal to the amount payable on demand. The fair value of certificates of deposit is based on the discounted value of contractual cash flows. The discount rate is estimated using the rates currently offered for deposits of similar remaining maturities. Borrowed Funds The fair value of such borrowings was estimated by utilizing future cash flows discounted using the Bank s current borrowing rate for similar instruments. Commitments to Extend Credit The stated value of commitments to extend credit approximates fair value as the current fees charged for similar commitments does not differ significantly from quoted fees. For fixed-rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates. Such differences are not considered significant. 17 - Summary of Unaudited Quarterly Financial Information 1995 1994 (Dollars in Thousands, except per share amounts) Q1 Q2 Q3 Q4 Year Q1 Q2 Q3 Q4 Year ======================================================================================================================== Interest income $4,766 $5,119 $5,338 $5,038 $20,261 $4,013 $4,094 $4,322 $4,617 $17,046 Interest expense 1,926 2,211 2,278 2,125 8,540 1,406 1,496 1,602 1,695 6,199 - ------------------------------------------------------------------------------------------------------------------------ Net interest income 2,840 2,908 3,060 2,9131 1,721 2,607 2,598 2,720 2,922 10,847 Provision for loan losses 450 350 1,190 700 2,690 347 365 219 542 1,473 Non-interest income 512 523 599 1,283 2,917 876 535 555 493 2,459 Non-interest expense 2,112 2,250 1,780 2,373 8,515 2,400 2,111 2,453 3,124 10,088 - ------------------------------------------------------------------------------------------------------------------------ Income (loss) before income taxes 790 831 689 1,123 3,433 736 657 603 (251) 1,745 Income tax expense (benefit) (65) 284 354 507 1,080 (180) 124 (59) (315) (430) - ------------------------------------------------------------------------------------------------------------------------ Net income $855 $547 $335 $616 $2,353 $916 $533 $662 $64 $2,175 ======================================================================================================================== Net earnings per share $.26 $.17 $.10 $.19 $.72 $.28 $.17 $.21 $.02 $.68 ======================================================================================================================== Notes to Consolidated Financial Statements (Continued) Westbank Corporation and Subsidiaries 18 - Condensed Parent Company Only Financial Statements December 31, (Dollars in Thousands) 1995 1994 ============================================================================== Balance Sheets Assets Cash $13 $2 Investment in subsidiaries 17,445 15,287 Other investments 245 55 - ------------------------------------------------------------------------------ Total assets $17,703 $15,344 ============================================================================== Stockholders equity Preferred stock - none $ $ Common stock, par value $2 per share 6,443 6,276 Additional paid-in capital 7,141 6,877 Retained earnings 4,119 2,191 - ------------------------------------------------------------------------------ Total stockholders equity $17,703 $15,344 =============================================================================== 1995 1994 1993 ============================================================================== Statements of Income Dividend from subsidiary $429 $ $ Interest income 8 Other income (expense) - net (33) (20) 4 - ------------------------------------------------------------------------------- Income (loss) before undistributed income of subsidiaries 404 (20) 4 Undistributed income of subsidiaries 1,949 2,195 1,943 - ------------------------------------------------------------------------------ Net income $2,353 $2,175 $1,947 - ------------------------------------------------------------------------------- Statements of Cash Flows Cash flows from operating activities: Net income $2,353 $2,175 $1,947 Operating Activities: Equity in income of subsidiaries (1,949) (2,195) (1,943) - ------------------------------------------------------------------------------- Net cash provided from (used in) operating activities 404 (20) 4 - ------------------------------------------------------------------------------- Cash flows from investing activities: Purchase of investment securities (190) (19) (36) - ------------------------------------------------------------------------------ Cash flows from financing activities: Proceeds from stock options exercised 37 16 12 Proceeds from dividend reinvestment and optional stock purchases 394 25 20 Dividends paid (634) - ------------------------------------------------------------------------------ Net cash (used in) provided from financing activities (203) 41 32 - ------------------------------------------------------------------------------ Net increase in cash and cash equivalents 11 2 Cash and cash equivalents at the beginning of the year 2 - ------------------------------------------------------------------------------ Cash and cash equivalents at the end of the year $13 $2 $ ============================================================================== CORPORATE DIRECTORY - Westbank Corporation and Subsidiaries DIRECTORS WESTBANK CORPORATION ALFRED C. WHITAKER Chairman of the Board Westbank Corporation Sales Consultant ROLAND O. ARCHAMBAULT Owner, Park Supply Company MARK A. BEAUREGARD Attorney at Law Resnic, Beauregard, Waite & Driscoll DAVID R. CHAMBERLAND President Chicopee Building Supply, Inc. DONALD R. CHASE President and Chief Executive Officer Westbank Corporation President and Chief Executive Officer Park West Bank and Trust Company JOHN E. FITZGERALD Private Investor LEROY F. JARRETT President and Treasurer New England Church Interiors ERNEST N. LAFLAMME, JR. Treasurer, City of Chicopee President, Laflamme Oil Co. RUSSELL MAWDSLEY President and Treasurer Russell-Hall, Inc. PAUL J. MCKENNA, D.M.D. Orthodontist ROBERT J. PERLAK Private Investor JAMES E. TREMBLE President Valley Cinema, Inc. PARK WEST BANK AND TRUST COMPANY ROLAND O. ARCHAMBAULT Owner, Park Supply Company MARK A. BEAUREGARD Attorney at Law Resnic, Beauregard, Waite & Driscoll DAVID R. CHAMBERLAND President Chicopee Building Supply, Inc. DONALD R. CHASE President and Chief Executive Officer Park West Bank and Trust Company President and Chief Executive Officer Westbank Corporation JOHN E. FITZGERALD Private Investor LEROY F. JARRETT President and Treasurer New England Church Interiors ERNEST N. LAFLAMME, JR. Treasurer, City of Chicopee President, Laflamme Oil Co. RUSSELL MAWDSLEY President and Treasurer Russell-Hall, Inc. PAUL J. MCKENNA, D.M.D. Orthodontist ROBERT J. PERLAK Private Investor JAMES E. TREMBLE President Valley Cinema, Inc. ALFRED C. WHITAKER Sales Consultant Westbank Corporation OFFICERS WESTBANK CORPORATION ALFRED C. WHITAKER Chairman of the Board Assistant Corporate Clerk LEROY F. JARRETT Vice Chairman of the Board ROBERT J. PERLAK Corporate Clerk DONALD R. CHASE President and Chief Executive Officer JOHN M. LILLY Treasurer and Chief Financial Officer PARK WEST BANK AND TRUST COMPANY DONALD R. CHASE President and Chief Executive Officer ROBERT J. PERLAK Corporate Clerk ALFRED C. WHITAKER Assistant Clerk FINANCE DIVISION JOHN M. LILLY Executive Vice President and Treasurer IRVING M. WALKER, JR., CMA Accounting Officer J. MICHAEL LAGE Asset Liability Manager/Accounting Officer LOAN DIVISION GARY L. BRIGGS Executive Vice President PAUL M. ACCORSI Vice President GERARD E. DRAPEAU Vice President PAUL W. KENYON Vice President RICHARD E. LANDRY, SR. Vice President RICHARD H. LEMPKE Vice President RICHARD N. HANCHETT Assistant Vice President JEFFREY M. SMITH Assistant Vice President ALLEN J. MILES Assistant Vice President JOHN E. O BRIEN Loan Operations Officer RESIDENTIAL REAL ESTATE STANLEY F. OSOWSKI Senior Vice President WOLFGANG A. ADAMETZ Assistant Vice President ELIZABETH A. WILK Assistant Vice President LOAN CREDIT & COLLECTIONS TRENTON E. TAYLOR Senior Vice President EDP/OPERATIONS DIVISION ROGER M. ROBERGE EDP Officer MARKETING JOSEPH L. ROLAK Director of Marketing and Vice President COMPLIANCE JANE M. KNAPP Vice President BRANCH ADMINISTRATION/PERSONNEL KATHLEEN A. JALBERT Senior Vice President H. ELLEN BELLOWS Branch Manager AUDITING DIVISION LLOYD S. HALL, CBA Director of Auditing TRUST DIVISION ROBERT A. GIBOWICZ Senior Trust Officer Corporate Information Westbank Corporation and Subsidiaries Westbank Corporation Westbank Tower, 225 Park Avenue West Springfield, MA 01089-3310 (413) 747-1400 Annual Meeting The Annual Meeting of Stockholders of Westbank Corporation will be held on Wednesday, April 17, 1996 at nine o'clock in the morning at the Carriage House at Storrowton Tavern, 1305 Memorial Avenue, West Springfield, Massachusetts. Transfer Agent and Registrar Park West Bank and Trust Company Independent Accountants Deloitte & Touche LLP Hartford, Connecticut Corporate Counsel Doherty, Wallace, Pillsbury and Murphy, P.C. Springfield, Massachusetts Information Service Westbank Corporation welcomes stockholder and public interest in our services and activities. Questions pertaining to material presented in this Report and requests for a copy of the Annual Report (Form 10-K) filed with the Securities and Exchange Commission should be directed to John M. Lilly, Treasurer and Chief Financial Officer, at the above address. Common Stock - market Information The table below shows cash dividend data and the range of bid prices by quarter for the Corporation's common stock. The source of the bid ranges is the local newspaper's listing of the NASD regional market quotations: 1995 1994 Bid Bid High Low Dividend High Low Dividend First $7 1/8 $5 $0.05	 $5 1/4 $5 $0.00 Second 6 7/8 6 1/8	 0.05 6 1/4 5 0.00 Third 7 1/4 6 1/2 0.05 6 1/4 5 0.00 Fourth 7 1/8 6 3/4 0.05 6 5 1/4 0.00 The above quotations of the Corporation's common stock represent prices between dealers. They do not include retail markup, markdown or commissions. At January 31, 1996 the Corporation had 1,043 stockholders. Westbank Corporation's common stock is traded on the NASDAQ National Market Exchange, the trading symbol is "WBKC". For information on the Westbank corporation Dividend Reinvestment and Stock Purchase Plan, call: Park West Bank and Trust Company, Trust Department (413) 747-1482. The following firms make a market in Westbank Corporation's Common Stock: Advest, Inc. First Albany Corporation Herzog, Heine, Geduld, Inc. McConnell, Budd & Downes, Inc. Ryan, Beck & Co., Inc. Equal Opportunity Employer The Corporation has maintained its commitment to equal opportunity and affirmative action in employment and personnel policies and pledges to recruit, hire train and promote persons in all job classifications without regard to race, color, religion, sex, national origin, veterans status, age or handicap. Design: Robert Farrell Associates, Inc./Printing: Sterling Press