DRAFT Bofa CRA PE

PUBLIC DISCLOSURE September 21, 2020 COMMUNITY REINVESTMENT ACT PERFORMANCE EVALUATION Salem Five Cents Savings Bank Certificate Number: 23296 210 Essex Street Salem, Massachusetts 01970 Division of Banks Federal Deposit Insurance Corporation 1000 Washington Street, 10th Floor 350 Fifth Avenue, Suite 1200 Boston, Massachusetts 02118 New York, New York 10118 This document is an evaluation of this institution’s record of meeting the credit needs of its entire community, including low- and moderate-income neighborhoods, consistent with safe and sound operation of the institution. This evaluation is not, nor should it be construed as, an assessment of the financial condition of this institution. The rating assigned to this institution does not represent an analysis, conclusion, or opinion of the Division of Banks or the Federal Deposit Insurance Corporation concerning the safety and soundness of this financial institution. TABLE OF CONTENTS Institution Rating Overall Rating ......................................................................................................................1 Performance Test Ratings Table .........................................................................................1 Summary of Major Factors Supporting Rating ....................................................................1 Institution Scope of Evaluation .............................................................................................................3 Description of Institution .....................................................................................................5 Description of Assessment Area ..........................................................................................7 Conclusions on Performance Criteria ................................................................................11 Appendix Discriminatory or Other Illegal Credit Practices Review ..................................................25 Division of Banks Fair Lending Policies and Procedures .................................................25 Glossary .............................................................................................................................27 INSTITUTION RATING INSTITUTION’S CRA RATING: This institution is rated Satisfactory. PERFORMANCE PERFORMANCE TESTS LEVELS Lending Test* Investment Test Service Test Outstanding High Satisfactory X Satisfactory* X X Needs to Improve Substantial Noncompliance * The Lending Test is weighted more heavily than the Investment and Service Tests when arriving at an overall rating. ** FDIC rules and regulations stipulate use of a “high satisfactory” and “low satisfactory” rating for the three tests. This jointly issued public evaluation uses the term “satisfactory” in lieu of “low satisfactory” for the Lending, Investment, and Service Test ratings, as the Division does not have a “low satisfactory” rating. The Lending Test is rated High Satisfactory. Lending levels reflect good responsiveness to the credit needs of its assessment area. Salem Five Cents Savings Bank (Salem Five) made an adequate percentage of loans within its assessment area during the review period. The geographic distribution of loans reflects adequate penetration throughout the assessment area. The distribution of borrowers reflects good penetration among retail customers of different income levels and business customers of different sizes. Salem Five uses innovative and flexible lending programs in order to serve assessment area credit needs. Salem Five is a leader in originating community development loans. 1 The Investment Test is rated Satisfactory. The institution has an adequate level of qualified community development investments and grants, although rarely in a leadership position, particularly those that are not routinely provided by private investors. Salem Five exhibits adequate responsiveness to credit and community economic development needs. The institution rarely uses innovative and complex investments to support community development initiatives. The Service Test is rated Satisfactory. Delivery systems are reasonably accessible to essentially all portions of the institution’s assessment area. To the extent changes have been made, the institution’s opening and closing of branch offices has not adversely affected the accessibility of its delivery systems, particularly in low- and moderate-income geographies or to low- and moderate-income individuals. Services (including, where appropriate, business hours) do not vary in a way that inconveniences certain portions of the assessment area, particularly low- and moderate- income geographies and individuals. The institution provides an adequate level of community development services. 2 SCOPE OF EVALUATION General Information This evaluation covers the period from the prior evaluation dated March 7, 2016, to the current evaluation dated September 21, 2020. Examiners used the Interagency Large Institution Examination Procedures to evaluate Salem Five’s Community Reinvestment Act (CRA) performance. These procedures include three tests: The Lending Test, Investment Test, and Service Test. The Lending Test considered the institution’s performance according to the following criteria. Lending Activity Assessment area concentration Geographic Distribution Borrower Profile Community Development Innovative and flexible lending practices The Investment Test considered the following criteria. Number and dollar amount of qualified investments Responsiveness to credit and community development needs Innovativeness or complexity of qualified investments The Service Test considered the following criteria. Accessibility of delivery systems Changes in branch locations Reasonableness of business hours and services Community development services Loan Products Reviewed Examiners determined that Salem Five’s major product lines are home mortgage and small business loans. This conclusion considered Salem Five’s business strategy and the number and dollar volume of loans originated during the evaluation period. The bank’s record of originating home mortgage and small business loans were weighted equally when drawing overall conclusions due to the bank’s business strategy, loan volume during 2018 and 2019, and loan portfolio composition. The evaluation also considered the bank’s subsidiary, Salem Five Mortgage Company’s (SFMC) residential lending activity. No other loan types, such as small farm loans, or consumer loans, represent a major product line. This evaluation does not present these loan products, as they provided no material support for conclusions or ratings. In evaluating the bank’s performance, examiners considered all home mortgage loans reported on Salem Five’s Home Mortgage Disclosure Act (HMDA) Loan Application Registers since the last evaluation. Although the Assessment Area Concentration table presents activity for 2016, 2017, 2018, and 2019, examiners did not include 2016 and 2017 data under the Geographic 3 Distribution or Borrower Profile criteria, as examiners did not identify any trends between 2016 and 2017 that materially affect conclusions. Examiners presented 2018 data for trend analysis and 2019 data, as it is the most recent peer data available. In 2018, Salem Five reported 1,108 loans totaling $323.3 million. In 2019, the bank reported 1,371 loans totaling $478.8 million. This increase is due to the merger with Sage Bank. Additionally, home mortgage loans originated by SFMC in 2018 and 2019 and reported, were also included where noted.1 Unless otherwise specified, this performance evaluation will herein refer to both Salem Five and SFMC as the bank. Examiners compared the bank’s home mortgage lending performance to aggregate lending data and to the American Community Survey (ACS) demographic data. This evaluation also considered all small business loans reported on Salem Five’s CRA Loan Register since the last examination. However, similar to previously stated, examiners did not present 2016 and 2017 data, as they did not identify any trends that materially affect conclusions. Instead, examiners presented 2018 as it is the most recent year aggregate data is available and 2019 for trend analysis. In 2018, Salem Five reported 495 small business loans totaling $157.5 million. In 2019, Salem Five reported 554 loans totaling $164.5 million. Salem Five’s subsidiary, SFMC, does not originate small business loans. Examiners also compared the bank’s small business lending performance to 2018 aggregate lending data and D&B demographic data. For the Lending Test, examiners reviewed the number and dollar volume of home mortgage and small business loans. Although the evaluation presents the number and dollar volume of loans, examiners emphasized performance by number of loans. The number of loans is a better indicator of the number of businesses and individuals served. Examiners weighted the performance under the Lending Test more heavily than the Investment and Service Tests in arriving at an overall CRA rating. Examiners reviewed community development loans, investments, and services, as well as innovative and/or flexible lending practices from the prior evaluation date of March 7, 2016, through the current examination date of September 21, 2020. However, as the bank aggregates community development service-related information at year-end, year-to-date 2020 information was not available for this evaluation. 1 In accordance with CRA examination procedures, examiners included SFMC loans for all lending-related

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