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

PEOPLES FEDERAL BANCSHARES, INC.
(Exact name of registrant as specified in its charter)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No ý

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No ý

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act). Yes o No ý

The aggregate market value of the voting and non-voting common equity held by non-affiliates, computed by reference to the closing price of the Registrant's shares of common stock as of March 28, 2014, the last business day of the registrant's second fiscal quarter was approximately $80.3 million.

The number of shares outstanding of the registrant's common stock as of November 30, 2014 was 6,239,436.

This Annual Report contains forward-looking statements, which can be identified by the use of words such as "estimate," "project," "believe," "intend," "anticipate," "plan," "seek," "expect," "will," "may" and words of similar meaning. These forward-looking statements include, but are not limited to:

These forward-looking statements are based on our current beliefs and expectations and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. We are under no duty to and do not take any obligation to update any forward-looking statements after the date of this Annual Report.

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:

Because of these and a wide variety of other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements.

Peoples Federal Bancshares, Inc. (the "Company" or "Peoples Federal Bancshares") is a Maryland corporation that owns 100% of the common stock of Peoples Federal Savings Bank ("Peoples Federal" or the "Bank"). The Company was incorporated in March 2010 to become the holding company of the Bank in connection with Peoples Federal's mutual to stock conversion in July 2010. Other than holding the common stock of the Bank and the common stock of Peoples Funding Corporation, a Massachusetts corporation that was formed by the Company for the sole purpose of making a loan to Peoples Federal's Employee Stock Ownership Plan, the Company has not engaged in any business to date.

As a savings and loan holding company registered under the Home Owners' Loan Act, the Company is authorized to pursue any business activities permitted by applicable laws and regulations, which may include the acquisition of banking and financial services companies. See "Regulation and Supervision—Holding Company Regulation" for a discussion of the activities that are permitted for savings and loan holding companies. We may also borrow funds for reinvestment in Peoples Federal.

Our executive offices are located at 435 Market Street, Brighton, Massachusetts 02135. Our telephone number at this address is (617) 254-0707. Our website address is www.pfsb.com. Information on our website is not incorporated into this annual report and should not be considered part of this annual report.

On August 5, 2014, Peoples Federal Bancshares, Inc. (the "Company") announced that it had signed a definitive Agreement and Plan of Merger ("Merger Agreement") with Independent Bank Corp. ("Independent"), a Massachusetts corporation. Pursuant to the Merger Agreement, Independent will acquire the Company in a 60% stock and 40% cash merger transaction valued at approximately $130.6 million, based upon Independent's $36.17 per share closing price on August 4, 2014.

The Merger Agreement provides that the Company will be merged with and into Independent (the "Merger"), with Independent continuing as the surviving corporation. Simultaneously, with the effective time of the Merger, the Company's subsidiary bank, Peoples Federal Savings Bank, will be merged with and into Independent's subsidiary bank, Rockland Trust Company ("Rockland Trust"), with Rockland Trust continuing as the surviving entity.

On November 25, 2014, the stockholders of the Company approved the Merger. The Company anticipates that the Merger will close in the first calendar-year quarter of 2015, subject to customary closing conditions and the receipt of all regulatory approvals. Upon completion of the Merger, Company stockholders will receive in exchange for each share of Company common stock, either (i) $21.00 in cash or (ii) 0.5523 of a share of Independent common stock in accordance with the terms and conditions of the Merger Agreement and have the right to elect to receive cash or stock, or a combination of cash and stock, for each share of Company common stock, subject to allocation procedures designed to ensure that 60% of the outstanding shares of Company common stock will be converted into shares of Independent common stock and 40% will be converted into cash.

The Company has undertaken customary covenants that place restrictions on it and its subsidiaries until the effective time of the Merger. These are described in the prospectus mailed to stockholders on or about October 22, 2014.

Peoples Federal's business consists primarily of accepting deposits from the general public and investing those deposits, together with funds generated primarily from operations and borrowings, in one- to four-family residential mortgage loans, multi-family mortgage loans, commercial real estate

loans, construction loans and investment securities. To a much lesser extent, we also originate consumer loans and commercial business loans. The Bank offers a variety of deposit accounts, including passbook and statement savings accounts, term certificates, money market accounts, commercial and regular checking accounts and IRAs.

The Bank offers extended hours at all of our branches, and we are dedicated to offering alternative banking delivery systems utilizing state-of-the-art technology, including ATMs, online banking, remote deposit capture and telephone banking delivery systems.

Our executive offices are located at 435 Market Street, Brighton, Massachusetts 02135. Our telephone number at this address is (617) 254-0707.

The Company is a public company, and files interim, quarterly and annual reports with the Securities and Exchange Commission. These reports are on file and a matter of public record with the Securities and Exchange Commission and may be read and copied at the Securities and Exchange Commission's Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-SEC-0330. The Securities and Exchange Commission maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC (http://www.sec.gov).

Our website address is www.pfsb.com. Information on our website is not incorporated into, and should not be considered a part of, this annual report.

The Bank's lending activities are concentrated primarily in the Boston metropolitan area and eastern Massachusetts. We conduct our operations from our eight full-service branch offices located in Brighton, Allston, West Roxbury and Jamaica Plain, in Suffolk County, Massachusetts, Brookline, Norwood and Westwood, in Norfolk County, Massachusetts and West Newton in Middlesex County, Massachusetts. The Bank considers Suffolk County, Norfolk County and portions of Middlesex County, Massachusetts as our primary market area for deposits and lending.

The Bank faces intense competition in our market area both in making loans and attracting deposits. We compete with commercial banks, savings institutions, mortgage brokerage firms, credit unions, finance companies, mutual funds, insurance companies and investment banking firms. Some of our competitors have greater name recognition and market presence that benefit them in attracting business, and offer certain services that we do not or cannot provide.

Our deposit sources are primarily concentrated in the communities surrounding our banking offices, located in Middlesex, Norfolk and Suffolk Counties, Massachusetts. As of June 30, 2014, the latest date for which information is publicly available from the Federal Deposit Insurance Corporation ("FDIC"), there were 53 banks and thrift institutions with offices in Middlesex County, Massachusetts, 49 banks and thrift institutions with offices in Norfolk County, Massachusetts and 44 banks and thrift institutions with offices in Suffolk County, Massachusetts. At June 30, 2014, we had less than a 1.0% market share in all of the communities in which we operate.

The Bank expects competition to increase in the future as a result of legislative, regulatory and technological changes and the continuing trend of consolidation in the financial services industry. Technological advances, for example, have lowered barriers to entry, allowed banks to expand their geographic reach by providing services over the Internet and made it possible for non-depository institutions to offer products and services that traditionally have been provided by banks.

Changes in federal law permit affiliation among banks, securities firms and insurance companies, which promotes a competitive environment in the financial services industry. Competition for deposits and the origination of loans could limit our growth in the future.

The Bank's primary lending activity is the origination of one- to four-family residential mortgage loans, multi-family mortgage loans, commercial real estate loans and construction loans. In addition, we purchase loans that are generally secured by one- to four-family, owner-occupied, residential mortgage properties. To a much lesser extent, we also originate consumer loans and commercial business loans.

Loan Portfolio Composition. The following table sets forth the composition of our loan portfolio, excluding loans held-for-sale, by type of loan at the dates indicated:

	At September 30,

	2014						2013						2012						2011						2010
	Amount			Percent			Amount			Percent			Amount			Percent			Amount			Percent			Amount			Percent
	(Dollars in thousands)
Mortgage loans:
Residential loans:
One-to four-family(1)(2)	$	330,683			67.5	%	$	308,917			65.8	%	$	297,412			65.5	%	$	253,872			61.8	%	$	239,257			62.8	%
Multi-family		72,818			14.9			68,021			14.5			66,651			14.7			61,881			15.1			47,880			12.6
Commercial real estate		54,490			11.1			60,467			12.9			64,431			14.2			71,668			17.4			67,901			17.8
Construction		18,336			3.7			17,148			3.7			11,174			2.4			14,297			3.5			19,384			5.1
Consumer loans		4,151			0.9			5,359			1.1			6,867			1.5			4,583			1.1			2,113			0.5
Commercial loans		9,454			1.9			9,419			2.0			7,823			1.7			4,448			1.1			4,452			1.2

Total loans		489,932			100.0	%		469,331			100.0	%		454,358			100.0	%		410,749			100.0	%		380,987			100.0	%



Deferred loan costs (fees), net		967						755						567						45						(120	)
Allowance for loan losses		(4,026	)					(4,037	)					(3,891	)					(3,371	)					(3,203	)

Total loans, net	$	486,873					$	466,049					$	451,034					$	407,423					$	377,664

Loan Portfolio Maturities and Yields. The following table summarizes the scheduled repayments of our loan portfolio at September 30, 2014. Demand loans, loans having no stated repayment schedule or maturity, and overdraft loans are reported as being due in one year or less.

	Residential Loans

	Residential Loans										Commercial Real Estate
	One-to Four-family					Multi-family					Commercial Real Estate					Construction Loans
	Amount		Weighted Average Rate			Amount		Weighted Average Rate			Amount		Weighted Average Rate			Amount		Weighted Average Rate
	(Dollars in thousands)
Due During the Years Ending September 30,
2015	$	57		4.50	%	$	—		—	%	$	2,483		3.89	%	$	12,373		4.74	%
2016		194		5.58			16		4.00			57		3.31			5,963		4.72
2017		1,138		5.21			121		2.88			2,636		4.22			—		—
2018 to 2019		1,880		4.32			1,227		3.53			524		3.35			—		—
2020 to 2024		17,048		3.92			7,957		4.16			6,136		3.31			—		—
2025 to 2029		95,169		3.65			9,740		3.72			10,139		4.06			—		—
2030 and beyond		215,197		3.90			53,757		4.07			32,515		4.12			—		—

Total	$	330,683		3.84	%	$	72,818		4.02	%	$	54,490		4.00	%	$	18,336		4.73	%

	Consumer Loans					Commercial Loans					Total

	Amount		Weighted Average Rate			Amount		Weighted Average Rate			Amount		Weighted Average Rate
	(Dollars in thousands)
Due During the Years Ending September 30,
2015	$	100		6.95	%	$	1,533		4.15	%	$	16,546		4.57	%
2016		202		6.89			180		4.47			6,612		4.79
2017		2,186		4.56			998		4.77			7,079		4.54
2018 to 2019		1,178		4.70			1,453		5.25			6,262		4.37
2020 to 2024		171		4.37			1,047		5.20			32,359		3.91
2025 to 2029		41		9.99			—		—			115,089		3.69
2030 and beyond		273		15.84			4,243		3.00			305,985		3.95

Total	$	4,151		5.56	%	$	9,454		3.99	%	$	489,932		3.93	%

The following table sets forth the scheduled repayments of fixed- and adjustable-rate loans at September 30, 2014 that are contractually due after September 30, 2015:

One- to Four-family Residential Mortgage Loans. At September 30, 2014, $318.8 million, or 65.1% of our total loan portfolio, consisted of one- to four-family residential mortgage loans. We offer fixed-rate and adjustable-rate residential mortgage loans with maturities of up to 30 years.

One- to four-family residential mortgage loans are generally underwritten according to Fannie Mae and Freddie Mac guidelines and loans that conform to such guidelines are referred to as "conforming loans." The Bank generally originates both fixed- and adjustable-rate mortgage loans in amounts up to the maximum conforming loan limits as established by the Federal Housing Finance Agency, which is generally $417,000, but is $523,750 for single-family homes located in the Boston metropolitan area. The Bank also originates loans above this amount, which are referred to as "jumbo loans." The Bank's maximum loan amount for these loans is generally $3.5 million. The Bank generally underwrites jumbo loans in a manner similar to conforming loans. Jumbo loans are common in our market area. In addition to single-family dwellings, much of the housing stock in our primary lending market area is comprised of two-, three- and four-unit properties, all of which are classified as one- to four-family residential mortgage loans. At September 30, 2014, our largest one- to four-family residential mortgage loan was $1.8 million and was performing in accordance with its repayment terms. At September 30, 2014, we had $2.7 million past due one- to four-family residential mortgages, of which $1.5 million was greater than 90 days delinquent and on non-accrual.

The Bank originates adjustable-rate one- to four-family residential mortgage loans with initial interest rate adjustment periods of one, three, five and seven years, based on changes in a designated market index. These loans are limited to a 2.00% increase on their interest rate annually, with a maximum upward adjustment of 5.00% over the life of the loan. The Bank determines whether a borrower qualifies for an adjustable-rate mortgage loan based on secondary market guidelines.

Generally, the Bank sells into the secondary market most of the conforming fixed-rate loans with maturities of 20 years or greater that we originate. We retain the servicing on all such loans that we sell to Fannie Mae or Freddie Mac and we release the servicing on all such loans that are sold to other mortgage investors.

The Bank does not offer "interest only" mortgage loans on one- to four-family residential properties nor does the Bank offer loans that provide for negative amortization of principal, such as "Option ARM" loans, where the borrower can pay less than the interest owed on their loan, resulting in an increased principal balance during the life of the loan. Additionally, the Bank generally does not offer "subprime loans" (loans that are made with low down-payments to borrowers with weakened credit histories typically characterized by payment delinquencies, previous charge-offs, judgments, bankruptcies, or borrowers with questionable repayment capacity as evidenced by low credit scores or

high debt-burden ratios) or Alt-A loans (traditionally defined as loans having less than full documentation). Although the Bank participates in Fannie Mae's Expanded Approval program and Freddie Mac's A Minus program, which previously did not require income verification, our practice is to still verify income for these types of loans, as well as for all mortgage loans that we make.

Home Equity Loans and Lines of Credit. In addition to traditional one- to four-family residential mortgage loans, we offer home equity loans and home equity lines of credit that are secured by the borrower's primary residence, secondary residence or one- to four-family investment properties. At September 30, 2014, $11.9 million, or 2.4% of our total loan portfolio, consisted of home equity loans and lines of credit. Home equity lines of credit have a maximum term of 20 years and are originated with adjustable rates of interest that are based, generally, upon the Prime Rate. The borrower is permitted to draw against the line during the initial 10 years of the line. Our home equity loans are originated with fixed rates of interest with terms of up to 15 years.

Home equity loans and lines of credit are generally underwritten with the same criteria that we use to underwrite one- to four-family residential mortgage loans. For a borrower's primary residence, home equity loans may be originated with loan-to-value ratios of up to 75% when combined with the principal balance of the existing mortgage loan, while the maximum loan-to-value ratio on secondary residences and investment properties is 70%, when combined with the principal balance of the existing mortgage loan. We require appraisals on home equity loans and lines of credit when the aggregate loan amount exceeds 75% of the property's tax assessed value or when the home equity loan or line of credit is $250,000 or greater. At the time we close a home equity loan or line of credit, we record a mortgage to perfect our security interest in the underlying collateral. We generally impose a limitation of $250,000 on a home equity line of credit and may exceed such limitation on a case-by-case basis.

Multi-family Real Estate Loans. The Bank originates multi-family real estate loans with either fixed rates (up to 15 years) or adjustable rates (amortization up to 30 years) generally with initial principal balances of up to $4.0 million and with a maximum loan to value ratio of 75%. Additionally, in evaluating a proposed multi-family real estate loan, the Bank will emphasize the ratio of the property's projected net cash flow to the loan's debt service requirement (generally requiring a minimum ratio of 125%), computed after deduction for a vacancy factor and property expenses we deem appropriate. Personal guarantees are usually obtained from multi-family real estate borrowers. At September 30, 2014, $72.8 million, or 14.9% of our total loan portfolio, consisted of multi-family real estate loans.

Appraisals on properties securing multi-family real estate loans are performed by an outside independent appraiser designated by us or internal evaluations, where permitted by regulation. All appraisals on multi-family real estate loans are reviewed internally by our management. Our underwriting procedures include considering the borrower's expertise and require verification of the borrower's credit history, income and financial statements, banking relationships, references and income projections for the property. We generally obtain personal guarantees on these loans.

The borrower's financial information on multi-family loans is monitored on an ongoing basis by requiring periodic financial statement updates, payment history reviews and periodic face-to-face meetings with the borrower. The Bank requires such borrowers to provide annually updated financial statements and federal tax returns. These requirements also apply to the principals of our corporate borrowers.

Multi-family real estate loans generally present a higher level of risk than loans secured by one- to four-family residences. This greater risk is due to several factors, including the concentration of principal in a limited number of loans and borrowers, the effects of general economic conditions on income-producing properties and the increased difficulty of evaluating and monitoring these types of loans. Furthermore, the repayment of loans secured by multi-family residential real estate is typically dependent upon the successful management and operation of the related real estate project. If the cash

flow from the project is reduced (for example, if leases are not obtained, renewed or the condition of the collateral declines), the borrower's ability to repay the loan may be impaired.

At September 30, 2014, our largest multi-family real estate loan had a balance of $4.5 million and was secured by a 31-unit apartment building in our primary market area. At September 30, 2014, this loan was performing in accordance with its repayment terms. At September 30, 2014, we did not have any multi-family real estate loans that were delinquent.

Commercial Real Estate Loans. At September 30, 2014, $54.5 million, or 11.1% of our total loan portfolio, consisted of commercial real estate loans, which we define as loans that are secured by properties that are occupied primarily (50% or more) by commercial entities. Similar to our multi-family lending, we will originate commercial real estate loans with either fixed rates (up to 15 years) or adjustable rates (amortization up to 30 years), generally with initial principal balances of up to $4.0 million with a maximum loan to value ratio of 75%.

In the underwriting of commercial real estate loans, we generally lend up to the lesser of 75% of the property's appraised value or purchase price. We base our decision to lend primarily on the economic viability of the property and the creditworthiness of the borrower. In evaluating a proposed commercial real estate loan, we emphasize the ratio of the property's projected net cash flow to the loan's debt service requirement (generally requiring a minimum ratio of 125%), computed after deduction for a vacancy factor and property expenses we deem appropriate. Personal guarantees are usually obtained from commercial real estate borrowers. We require title insurance, fire and extended coverage casualty insurance, and, if appropriate, flood insurance, in order to protect our security interest in the underlying property.

Commercial real estate loans generally carry higher interest rates and have shorter terms than one- to four-family residential mortgage loans. Commercial real estate loans, however, entail greater credit risks compared to one- to four-family residential mortgage loans, as they typically involve larger loan balances concentrated with single borrowers or groups of related borrowers. In addition, the payment of loans secured by income-producing properties typically depends on the successful management and operation of the property, as repayment of the loan generally is dependent, in large part, on sufficient income from the property to cover operating expenses and debt service. Changes in economic conditions that are not in the control of the borrower or lender could affect the value of the collateral for the loan or the future cash flow of the property. Additionally, any decline in real estate values may be more pronounced for commercial real estate than residential properties.

Repayment of commercial real estate loans is normally expected from the property's eventual rental income, income from the borrower's operating entity, the personal resources of the guarantor or the sale of the subject property.

At September 30, 2014, our largest commercial real estate loan had a balance of $3.3 million, and was secured by a single tenant commercial property located in our market area. At September 30, 2014, this loan was performing in accordance with its repayment terms. At September 30, 2014, we had $312,000 in past due commercial real estate loans which were also greater than 90 days delinquent and on non-accrual.

Construction Loans. The Bank also originates construction loans for one- to four-family residential properties, multi-family properties and commercial properties. As of September 30, 2014, $18.3 million, or 3.7% of our total loan portfolio, consisted of construction loans, most of which were secured by one-to four-family residential real estate.

The Bank grants construction loans for commercial properties, including commercial "mixed-use" buildings and residential homes built by developers on speculative undeveloped property. Advances on construction loans are made in accordance with a schedule reflecting the cost of construction, but are generally limited to 75% loan-to-completed-appraised-value ratio. Repayment of construction loans on

residential properties is normally expected from the sale of the subject property, income from the borrower's operating entity, the property's eventual rental income, or the personal resources of the guarantor. In the case of income-producing property, repayment is usually expected from permanent financing upon completion of construction. The Bank typically provides the permanent mortgage financing on our construction loans on income-producing property.

Construction financing generally involves greater credit risk than long-term financing on improved, owner-occupied real estate. Risk of loss on a construction loan depends largely upon the accuracy of the initial estimate of the value of the property at completion of construction compared to the estimated cost (including interest) of construction and other assumptions. If the estimate of construction cost is inaccurate, we may be required to advance additional funds beyond the amount originally committed in order to protect the value of the property. Moreover, if the estimated value of the completed project is inaccurate, the borrower may hold a property with a value that is insufficient to assure full repayment of the construction loan upon the sale of the property. In the event the Bank makes a land acquisition loan on property that is not yet approved for the planned development, there is the risk that approvals will not be granted or will be delayed. Construction loans also expose the Bank to the risk that improvements will not be completed on time in accordance with specifications and projected costs. In addition, the ultimate sale or rental of the property may not occur as anticipated.

Consumer Loans. The Bank's consumer lending has been limited. At September 30, 2014, we had $4.1 million of consumer loans outstanding, representing 0.9% of the total loan portfolio. Consumer loans consist of loans secured by deposits, auto loans, overdraft lines of credit and various personal installment loans. The Bank offers a reduced interest rate on certain consumer loans for those customers who direct us to make automatic withdrawals from their Peoples Federal accounts for the monthly payments on their consumer loans.

Consumer loans may entail greater credit risk than residential mortgage loans, particularly in the case of consumer loans that are unsecured or are secured by rapidly depreciable assets, such as automobiles. In addition, consumer loan collections are dependent on the borrower's continuing financial stability, and thus are more likely to be affected by adverse personal circumstances. Furthermore, the application of various federal and state laws, including bankruptcy and insolvency laws, may limit the amount that can be recovered on such loans. At September 30, 2014, we had $20,000 in past due consumer loans, of which $16,000 was greater than 90 days delinquent and on non-accrual.

Commercial Loans. The Bank originates commercial term loans and variable lines of credit to small- and medium-sized companies in our primary market area. The Bank's commercial loans are generally used for working capital purposes or for acquiring equipment, inventory or furniture. These loans are secured by business assets other than real estate, such as business equipment and inventory or accounts receivable. The commercial business loans that are offered are floating-rate loans indexed to the prime rate as published in The Wall Street Journal and fixed-rate loans with terms ranging from one to seven years. The commercial loan portfolio consists primarily of secured loans. At September 30, 2014, we had $9.5 million of commercial loans outstanding, representing 1.9% of the total loan portfolio. At September 30, 2014, we had $39,000 past due commercial loans, which were less than 60 days delinquent.

When making commercial loans, the Bank considers the financial statements of the borrower, the history of the borrower, the debt service capabilities of the borrower, the projected cash flows of the business and the value of the collateral, if any. Virtually all of our loans are guaranteed by the principals of the borrower.

Commercial loans generally have a greater credit risk than residential mortgage loans. Unlike residential mortgage loans, which generally are made on the basis of the borrower's ability to make

repayment from his or her employment and other income, and which are secured by real property whose value tends to be more easily ascertainable, commercial business loans are of higher risk and typically are made on the basis of the borrower's ability to make repayment from the cash flow of the borrower's business. As a result, the availability of funds for the repayment of commercial business loans may be substantially dependent on the success of the business itself. Further, the collateral securing the loans may depreciate over time, may be difficult to appraise and may fluctuate in value based on the success of the business. We seek to minimize these risks through our underwriting standards.

At September 30, 2014, our largest commercial lending relationship was $8.3 million consisting of three commercial loans secured by marketable securities. At September 30, 2014, these loans were performing in accordance with their repayment terms.

Adjustable-Rate Loans. While the Bank anticipates that adjustable-rate loans will better offset the adverse effects of an increase in interest rates as compared to fixed-rate loans, an increased monthly mortgage payment required of adjustable-rate loan borrowers in a rising interest rate environment could cause an increase in delinquencies and defaults. The marketability of the underlying property also could be adversely affected in a higher interest rate environment. In addition, although adjustable-rate mortgage loans make our asset base more responsive to changes in interest rates, the extent of this interest sensitivity is limited by the annual and lifetime interest rate adjustment limits.

Multi-family and Commercial Real Estate Loans. Loans secured by multi-family and commercial real estate generally have larger balances and involve a greater degree of risk than one-to-four family residential mortgage loans. Of primary concern in multi-family and commercial real estate lending is the cash flow potential of the project, feasibility of the project, creditworthiness of the borrower, managerial skills and financial strength of the loan sponsor. Payments on loans secured by income properties often depend on successful operation and management of the properties. As a result, repayment of such loans may be subject to a greater extent than residential real estate loans, to adverse conditions in the real estate market or the economy. To monitor cash flows on income properties, the Bank requires borrowers and loan guarantors, if any, to provide annual financial statements on multi-family and commercial real estate loans. In reaching a decision on whether to make a multi-family or commercial real estate loan, the Bank considers and reviews a global cash flow analysis of the borrower and considers the net operating income of the property, the borrower's expertise, credit history and profitability and the value of the underlying property. The Bank has generally required that the properties securing these real estate loans have debt service coverage ratios (the ratio of earnings before debt service to debt service) of at least 1.25. An environmental survey or environmental risk insurance is obtained when the possibility exists that hazardous materials may have existed on the site, or the site may have been impacted by adjoining properties that handled hazardous materials.

Construction Loans. Construction financing is generally considered to involve a higher degree of risk of loss than long-term financing on improved, occupied real estate. Risk of loss on a construction loan depends largely upon the accuracy of the initial estimate of the property's value at completion of construction and the estimated cost of construction. During the construction phase, a number of factors could result in delays and/or cost overruns. If the estimate of construction costs proves to be inaccurate, the Bank may be required to advance funds beyond the amount originally committed to permit completion of the building. Also, the Bank may be confronted, at or before the maturity of the loan, with a building having a value that is insufficient to assure full repayment. If the Bank is forced to foreclose on such a building before or at completion due to a default, there can be no assurance that the Bank will be able to recover all of the unpaid balance of, and accrued interest on, the loan as well as related foreclosure and holding costs.

Consumer Loans. Consumer loans may entail greater risk than do residential mortgage loans, particularly in the case of consumer loans that are unsecured or secured by assets that depreciate rapidly, such as motor vehicles. In the latter case, repossessed collateral for a defaulted consumer loan may not provide an adequate source of repayment for the outstanding loan and a small remaining deficiency often does not warrant further substantial collection efforts against the borrower. Consumer loan collections depend on the borrower's continuing financial stability, and therefore are likely to be adversely affected by various factors, including job loss, divorce, illness or personal bankruptcy. Furthermore, the application of various federal and state laws, including federal and state bankruptcy and insolvency laws, may limit the amount that can be recovered on such loans.

Loan Originations, Purchases and Sales. Loan originations come from a number of sources. The primary source of loan originations is existing customers, walk-in traffic, advertising and referrals from customers. Occasionally, the Bank sells loans that it has originated. The decision to sell loans is based on prevailing market interest rate conditions and interest rate risk management.

We also purchase whole loans or participation loans to supplement our lending portfolio. Whole loans purchased totaled $116.5 million at September 30, 2014. We perform our underwriting analysis on each loan purchased using the same standards used for similar loans originated. The loans purchased are generally in our market area.

Loan participations that we purchased totaled $11.4 million at September 30, 2014. Loan participations are also subject to the same credit analysis and loan approvals as loans the Bank originates. The Bank is permitted to review all of the documentation relating to any loan in which the Bank participates. However, as with purchased loans, the Bank does not service purchased participation loans. Thus, with respect to purchased loans and participations, the Bank is subject to the policies and practices of the lead lender with regard to monitoring delinquencies, pursuing collections and instituting foreclosure proceedings.

The following table shows our loan originations, loan purchases and principal repayment activity for loans originated for our portfolio during the periods indicated. Loans are presented net of loans in process. The following table does not reflect loans that are originated for sale to the Federal Home Loan Mortgage Corporation.

	Years Ended September 30,

	2014			2013			2012			2011			2010
	(In thousands)
Total loans at beginning of period	$	469,331		$	454,358		$	410,749		$	380,987		$	366,145
Loans originated:
Mortgage loans:
Residential loans:
One-to four-family		30,148			53,088			73,044			80,079			40,302
Multi-family		12,001			16,571			14,124			20,776			2,664
Commercial real estate		7,190			13,654			6,032			12,777			11,960
Construction		23,916			23,863			14,203			11,862			16,389

Total mortgage loans		73,255			107,176			107,403			125,494			71,315
Consumer loans		1,312			3,149			1,576			1,321			1,084
Commercial loans		1,307			2,927			3,972			8,198			1,078

Total loans originated		75,874			113,252			112,951			135,013			73,477

Loan purchased:
Residential loans:
One-to four-family		40,831			31,151			40,268			31,071			35,716
Consumer loans		—			—			3,088			2,804			—

Total loans purchased		40,831			31,151			43,356			33,875			35,716

Total loans originated and purchased		116,705			144,403			156,307			168,888			109,193
Deduct:
Principal repayments		(96,104	)		(129,430	)		(112,698	)		(139,126	)		(94,351	)

Net loan activity		20,601			14,973			43,609			29,762			14,842

Total loans at end of period	$	489,932		$	469,331		$	454,358		$	410,749		$	380,987

Loan Approval Procedures and Authority. The Bank's lending activities follow written, non-discriminatory underwriting standards and loan origination procedures established by our board of directors. The loan approval process is intended to assess the borrower's ability to repay the loan and the value of the property that will secure the loan. To assess the borrower's ability to repay, the Bank reviews the borrower's employment and credit history and information on the historical and projected income and expenses of the borrower. The Bank requires "full documentation" on all loan applications.

The Bank's policies and loan approval limits are established by the board of directors. Aggregate lending relationships in amounts up to $1.0 million can be approved by designated individual officers or officers acting together with specific lending approval authority. Relationships in excess of $1.0 million require the approval of the President/Chief Lending Officer and the Executive Vice President and are then ratified by the investment committee and the board of directors.

The Bank requires appraisals of all real property securing one- to four-family residential mortgage loans, multi-family loans and commercial real estate loans. In limited circumstances, the use of a detailed appraisal may be waived by the Executive Vice President/Chief Lending Officer or the President for loans where new money borrowed is less than $250,000. All appraisers are independent, state-licensed or state-certified appraisers and are approved by the board of directors annually.

Loans to One Borrower. The maximum amount the Bank may lend to one borrower and the borrower's related entities generally is limited by regulation to 15% of its unimpaired capital and surplus. At September 30, 2014, Peoples Federal's regulatory limit on loans to one borrower was $14.5 million. At that date, the Bank's largest lending relationship was $11.9 million and was secured by real property. This relationship consists of 33 real estate mortgage loans, each of which was performing in accordance with its original terms, at September 30, 2014.

Loan Commitments. The Bank issues commitments for fixed- and adjustable-rate mortgage loans conditioned upon the occurrence of certain events. Commitments to originate mortgage loans are legally binding agreements to lend to our customers. Generally, these loan commitments expire after 30 days.

When a residential mortgage loan or home equity line of credit is 15 days past due, a late payment notice is generated and mailed to the borrower. For those borrowers who are seldom late in payment and for new customers of the Bank, we will attempt personal, direct contact with the borrower to determine when payment will be made. On the first day of the following month, we mail a letter reminding the borrower of the delinquency and will attempt to contact the borrower by telephone. If no contact is made, a property inspection is made to determine the condition of the property. Thereafter we will send an additional letter when a loan is 60 days or more past due and, thereafter, approximately every 30 days during such delinquency. By the 60^th day of delinquency, unless the borrower has made arrangements to bring the loan current on its payments, we will refer the loan to legal counsel to commence foreclosure proceedings. Upon the recommendation of the Chief Lending Officer or the President, we may shorten these time frames. Upon board of director's approval, foreclosure activity is initiated by our counsel once a loan is 90 days delinquent. If necessary, subsequent late charges are issued and the account will be monitored on a regular basis thereafter.

Commercial business loans, commercial real estate loans and consumer loans are generally handled in the same manner as residential mortgage loans or home equity lines of credit. All commercial business loans that are 15 days past due are immediately referred to our senior lending officer. Because of the nature of the collateral securing consumer loans, we may commence collection procedures faster for consumer loans than for residential mortgage loans or home equity lines of credit.

Loans are placed on non-accrual status when payment of principal or interest is more than 90 days delinquent. Loans are also placed on non-accrual status if collection of principal or interest in full is in doubt. When loans are placed on a non-accrual status, unpaid accrued interest is fully reversed, and further income is recognized only to the extent received. The loan may be returned to accrual status if both principal and interest payments are brought current and full payment of principal and interest is expected.

Non-performing Assets. The table below sets forth the amounts and categories of our non-performing assets at the dates indicated. Non-performing loans include non-accrual loans, loans

delinquent 90 days or greater and still accruing and non-performing troubled debt restructurings ("TDRs").

	At September 30,

	2014			2013			2012			2011			2010
	(Dollars in thousands)
Non-accrual loans:
Mortgage loans:
Residential loans:
One-to four-family	$	1,493		$	1,846		$	1,536		$	2,541		$	1,954
Multi-family		—			—			—			—			—
Commercial real estate(1)		312			—			1,868			671			225
Construction		—			—			—			—			—
Consumer loans		16			—			—			38			1
Commercial loans		—			—			13			—			—

Total non-accrual loans		1,821			1,846			3,417			3,250			2,180

Total loans delinquent 90 days or greater and still accruing		—			—			—			—			—
Troubled debt restructurings—accruing(2)(3)		299			303			—			—			—

Total accruing non-performing loans		299			303			—			—			—

Total non-performing loans		2,120			2,149			3,417			3,250			2,180

Other real estate owned		—			—			—			—			795

Total non-performing assets(4)	$	2,120		$	2,149		$	3,417		$	3,250		$	2,975



Ratios:
Non-performing loans to total loans		0.43	%		0.46	%		0.75	%		0.79	%		0.57	%
Non-performing assets to total assets		0.35	%		0.37	%		0.60	%		0.59	%		0.54	%

For the fiscal year ended September 30, 2014, gross interest income that would have been recorded had our non-accruing loans been current in accordance with their original terms was $24,000. Interest income recognized on such loans for the fiscal year ended September 30, 2014 was $22,000.

Troubled Debt Restructurings. We periodically modify loans to extend the term or make other concessions to enable a borrower stay current on its loan and to avoid foreclosure. TDRs that have been performing in accordance with their modified terms for a period of less than six months are classified as non-performing, however, management may continue to classify a loan as a non-performing TDR for a longer period. At September 30, 2014, we had one commercial real estate loan classified as a TDR with a balance of $299,000 that was accruing and performing in accordance with its modified terms and conditions for a period of greater than six months, however, management continues to classify the loan as non-performing.

Delinquent Loans. The following table sets forth our loan delinquencies by type and by amount at the dates indicated.

	Loans Delinquent For

	30 - 89 Days				90 Days and Over				Total
	Number		Amount		Number		Amount		Number		Amount
	(Dollars in thousands)
At September 30, 2014
Mortgage loans:
Residential loans:
One-to four-family		10	$	1,207		8	$	1,493		18	$	2,700
Multi-family		—		—		—		—		—		—
Commercial real estate		—		—		1		312		1		312
Construction		—		—		—		—		—		—
Consumer loans		2		4		1		16		3		20
Commercial loans		2		39		—		—		2		39

Total loans		14	$	1,250		10	$	1,821		24	$	3,071



At September 30, 2013
Mortgage loans:
Residential loans:
One-to four-family		4	$	629		10	$	1,846		14	$	2,475
Multi-family		—		—		—		—		—		—
Commercial real estate		—		—		—		—		—		—
Construction		—		—		—		—		—		—
Consumer loans		6		31		—		—		6		31
Commercial loans		1		1		—		—		1		1

Total loans		11	$	661		10	$	1,846		21	$	2,507



At September 30, 2012
Mortgage loans:
Residential loans:
One-to four-family		6	$	1,837		9	$	1,536		15	$	3,373
Multi-family		—		—		—		—		—		—
Commercial real estate		2		718		1		1,868		3		2,586
Construction		—		—		—		—		—		—
Consumer loans		8		54		—		—		8		54
Commercial loans		1		1		1		13		2		14

Total loans		17	$	2,610		11	$	3,417		28	$	6,027



At September 30, 2011
Mortgage loans:
Residential loans:
One-to four-family		8	$	1,140		15	$	2,541		23	$	3,681
Multi-family		1		186		—		—		1		186
Commercial real estate		2		2,053		1		671		3		2,724
Construction		—		—		—		—		—		—
Consumer loans		6		16		2		38		8		54
Commercial loans		—		—		—		—		—		—

Total loans		17	$	3,395		18	$	3,250		35	$	6,645



At September 30, 2010
Mortgage loans:
Residential loans:
One-to four-family		12	$	1,483		10	$	1,954		22	$	3,437
Multi-family		1		207		—		—		1		207
Commercial real estate		4		3,291		1		225		5		3,516
Construction		—		—		—		—		—		—
Consumer loans		9		34		1		1		10		35
Commercial loans		1		2		—		—		1		2

Total loans		27	$	5,017		12	$	2,180		39	$	7,197

Other Real Estate Owned. Real estate acquired by us as a result of foreclosure or by deed in lieu of foreclosure is classified as other real estate owned. When property is acquired it is recorded at estimated fair market value at the date of foreclosure less the cost to sell, establishing a new cost basis. Estimated fair value generally represents the sales price a buyer would be willing to pay on the basis of current market conditions, including normal terms from other financial institutions. Holding costs and declines in estimated fair market value result in charges to expense after acquisition. As of September 30, 2014, 2013, 2012 and 2011, we had no other real estate owned. As of September 30, 2010, we had $795,000 in other real estate owned.

Classification of Assets. Our policies, consistent with regulatory guidelines, provide for the classification of loans and other assets that are considered to be of lesser quality as substandard, doubtful, or loss assets. An asset is considered substandard if it is inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Substandard assets include those assets characterized by the distinct possibility that we will sustain some loss if the deficiencies are not corrected. Assets classified as doubtful have all of the weaknesses inherent in those classified substandard with the added characteristic that the weaknesses present make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable. Assets (or portions of assets) classified as loss are those considered uncollectible and of such little value that their continuance as assets is not warranted. Assets that do not expose us to risk sufficient to warrant classification in one of the aforementioned categories, but which possess potential weaknesses that deserve our close attention, are required to be designated as special mention.

We maintain an allowance for loan losses at an amount estimated to equal all credit losses incurred in our loan portfolio that are both probable and reasonable to estimate at a balance sheet date. Our determination as to the classification of our assets and the amount of our loss allowances is subject to review by the Bank's principal federal regulator, the Office of the Comptroller of the Currency ("OCC"), which can require that we establish additional loss allowances. We regularly review our asset portfolio to determine whether any assets require classification in accordance with applicable regulations.

The following table sets forth our amounts of classified assets, assets designated as special mention and criticized assets (classified assets and loans designated as special mention) at the dates indicated.

At September 30, 2014, we had $3.4 million of substandard assets, of which $2.8 million were one- to four-family residential mortgage loans, $611,000 were commercial real estate loans, and $5,000 were commercial loans. At September 30, 2014, we had assets designated special mention totaling $2.1 million of which $1.5 million were commercial real estate loans and $645,000 were commercial loans.

Allowance for Loan Losses. We provide for loan losses based upon the consistent application of our documented allowance for loan loss methodology. All loan losses are charged to the allowance for loan losses and all recoveries are credited to it. Additions to the allowance for loan losses are provided by charges to income based on various factors, which, in our judgment, deserve current recognition in estimating probable losses. We regularly review the loan portfolio, including a review of our classified assets, and make provisions for loan losses in order to maintain the allowance for loan losses in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The allowance for loan losses consists primarily of two components:

Actual loan losses may be significantly more than the allowance for loan losses we have established, which could have a material negative effect on our financial results.

The adjustments to historical loss experience are based on our evaluation of several qualitative and environmental factors, including:

In addition, we may establish an unallocated allowance to provide for probable losses that have been incurred as of the reporting date but are not reflected in the allocated allowance.

Historically, we have experienced limited loan losses and, therefore, have relied on industry data and our assessed risks to determine loss factors for calculating our allowance for loan losses. More recently, as we have experienced manageable loan losses, we have utilized our own historical loss experience in determining applicable portions of the allowance for loan losses. During the fiscal year

ended September 30, 2014, we have continued to use the same methodology in our calculation of the required allowance for loan losses. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Comparison of Operating Results for the Years Ended September 30, 2014 and 2013—Provision for Loan Losses."

We evaluate the allowance for loan losses based upon the combined total of the general, allocated and unallocated components. Generally when the loan portfolio increases, absent other factors, the allowance for loan loss methodology results in a higher dollar amount of estimated probable losses than would be the case without the increase. Generally when the loan portfolio decreases, absent other factors, the allowance for loan loss methodology results in a lower dollar amount of estimated probable losses than would be the case without the decrease.

The following table sets forth the Bank's amount of allowance by loan segment and the percent of the loans to total loans in each of the segments listed at the dates indicated. The allowance for loan losses allocated to each segment is not necessarily indicative of future losses in any particular segment and does not restrict the use of the allowance to absorb losses in other segments:

	September 30,

	2014					2013					2012					2011					2010
	Amount		Percent			Amount		Percent			Amount		Percent			Amount		Percent			Amount		Percent
	(Dollars in thousands)
Mortgage loans:
Residential loans:
One-to four-family	$	2,019		67.5	%	$	1,930		65.8	%	$	1,847		65.5	%	$	1,550		61.8	%	$	1,481		62.8	%
Multi-family		787		14.9			728		14.5			759		14.7			601		15.1			502		12.6
Commercial real estate		626		11.1			719		12.9			768		14.2			670		17.4			684		17.8
Construction		225		3.7			249		3.7			134		2.4			292		3.5			340		5.1
Consumer loans		66		0.9			86		1.1			157		1.5			91		1.1			42		0.5
Commercial loans		129		1.9			135		2.0			93		1.7			40		1.1			40		1.2
Unallocated		174		—			190		—			133		—			127		—			114		—

Total allowance	$	4,026		100.0	%	$	4,037		100.0	%	$	3,891		100.0	%	$	3,371		100.0	%	$	3,203		100.0	%

During the year ended September 30, 2014, management evaluated and modified some of the qualitative factors associated with the mortgage loan and consumer loan portfolios. In particular, management modified the qualitative factors associated with the one- to four-family residential, multi-family construction and commercial real estate segments based upon increased originations and changing economic factors.

The Bank has legal authority to invest in various types of liquid assets, including U.S. Treasury obligations, securities of various Government-sponsored enterprises and of state and municipal governments, mortgage-backed securities and term certificates of federally insured institutions. Within certain regulatory limits, the Bank also may invest a portion of its assets in corporate securities and mutual funds. The Bank also is required to maintain an investment in Federal Home Loan Bank of Boston ("FHLB of Boston") stock.

Peoples Federal's investment objectives are to provide and maintain liquidity, to establish an acceptable level of interest rate and credit risk, to provide an alternate source of low-risk investments when demand for loans is weak and to generate a favorable return. The Bank's board of directors has the overall responsibility for the investment portfolio, including approval of the investment policy. The Chief Executive Officer and Chief Financial Officer are responsible for implementation of the investment policy and monitoring the Bank's investment performance. The board of directors of the

Bank reviews the status of the investment portfolio on a quarterly basis, or more frequently if warranted.

Securities. At September 30, 2014, our securities portfolio consisted of U.S. Government corporations and agency securities and mortgage-backed securities issued by Fannie Mae, Freddie Mac or Ginnie Mae and had a fair value of $45.8 million, or 7.6% of total assets, and an amortized cost of $45.9 million. At September 30, 2014, none of the underlying collateral consisted of subprime or Alt-A (traditionally defined as loans having less than full documentation) loans. At September 30, 2014, we held no common or preferred stock of Fannie Mae or Freddie Mac. See "Management's Discussion of Financial Condition and Results of Operations—Balance Sheet Analysis—Securities" for a discussion of the recent performance of our securities portfolio.

The following table sets forth the amortized cost and estimated fair value of our securities portfolios (excluding FHLB of Boston stock) at the dates indicated.

	At September 30,

	2014				2013				2012
	Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value
	(In thousands)
Securities available-for-sale:
Debt securities:
Debt securities issued by U.S. Government corporations and agencies	$	—	$	—	$	8,000	$	7,987	$	17,000	$	17,057
Mortgage-backed securities		8,863		8,819		6,275		6,238		4,464		4,596

Total securities available-for-sale	$	8,863	$	8,819	$	14,275	$	14,225	$	21,464	$	21,653



Securities held-to-maturity:
Debt securities:
Debt securities issued by U.S. Government corporations and agencies	$	5,000	$	4,955	$	5,000	$	4,910	$	—	$	—
Mortgage-backed securities		32,010		32,010		27,054		27,195		25,921		26,746

Total securities held-to-maturity	$	37,010	$	36,965	$	32,054	$	32,105	$	25,921	$	26,746

At September 30, 2014, we had no investments in a single company or entity that had an aggregate book value in excess of 10% of our consolidated equity.

Portfolio Maturities and Yields. The composition and maturities of the investment securities portfolio at September 30, 2014 are summarized in the following table. Maturities are based on the final contractual payment dates, and do not reflect the impact of prepayments or early redemptions

that may occur. No tax-equivalent adjustments have been made, as we did not hold any tax-free investment securities at September 30, 2014.

	One Year or Less					More Than One Year Through Five Years					More Than Five Years Through Ten Years					More Than Ten Years					Total Securities

	Amortized Cost		Weighted Average Yield			Amortized Cost		Weighted Average Yield			Amortized Cost		Weighted Average Yield			Amortized Cost		Weighted Average Yield			Amortized Cost		Fair Value		Weighted Average Yield
	(Dollars in thousands)
Securities available-for-sale:
Debt securities:
Mortgage-backed securities	$	—		—	%	$	—		—	%	$	5,639		2.27	%	$	3,224		2.69	%	$	8,863	$	8,819		2.42	%

Total debt securities available-for-sale	$	—		—	%	$	—		—	%	$	5,639		2.27	%	$	3,224		2.69	%	$	8,863	$	8,819		2.42	%



Securities held-to-maturity:
Debt securities:
Debt securities issued by U.S. Government corporations and agencies	$	—		—	%	$	5,000		0.93	%	$	—		—	%	$	—		—	%	$	5,000	$	4,955		0.93	%
Mortgage-backed securities		—		—			—		—			11,355		2.40			20,655		2.94			32,010		32,010		2.75

Total debt securities held-to-maturity	$	—		—	%	$	5,000		0.93	%	$	11,355		2.40	%	$	20,655		2.94	%	$	37,010	$	36,965		2.50	%

Bank Owned Life Insurance. We invest in bank owned life insurance to provide us with a funding source for our benefit plan obligations. Bank owned life insurance also generally provides us non-interest income that is non-taxable. Federal regulations generally limit our investment in bank owned life insurance to 25% of our Tier 1 capital plus our allowance for loan losses. At September 30, 2014, this limit was $24.1 million, and we had invested $20.6 million in bank owned life insurance at that date.

General. Deposits traditionally have been our primary source of funds for our investment and lending activities. We also borrow from the FHLB of Boston to supplement cash flow needs, to lengthen the maturities of liabilities for interest rate risk management purposes and to manage our cost of funds. Our additional sources of funds are scheduled payments and prepayments of principal and interest on loans and investment securities and fee income and proceeds from the sales of loans and securities.

Deposits. We accept deposits primarily from the areas in which our offices are located. We rely on our competitive pricing and products, convenient locations and quality customer service to attract and retain deposits. We offer a variety of deposit accounts with a range of interest rates and terms. Our deposit accounts consist of passbook and statement savings accounts, term certificates, NOW accounts, money market deposits and regular checking accounts. Deposit rates and terms are based primarily on current operating strategies and market interest rates, liquidity requirements and our deposit growth goals. Historically, other than deposits that we have accepted through the Certificate of Deposit Account Registry Service ("CDARS") program, which are classified as brokered deposits for regulatory purposes, we have not accepted brokered deposits. At September 30, 2014, CDARS deposits totaled $7.3 million.

The Bank continues to rely on its money-market accounts as a funding source, marketing the product using competitive pricing in a low interest rate environment and during a time when many customers do not want longer-term, fixed-rate term certificates. Money market deposits account balances totaled $153.7 million, or 35.4% of deposits at September 30, 2014, versus $150.4 million, or

35.4% of deposits, at September 30, 2013. In addition to our retail funding sources, we have chosen to fund our operations utilizing FHLB of Boston advances.

At September 30, 2014, we had a total of $122.1 million in term certificates, of which $66.8 million, or 54.7%, had remaining maturities of one year or less. Based on historical experience and our current pricing strategy, we believe we will retain a large portion of these accounts upon maturity.

The following table sets forth the distribution of our average total deposit accounts (including interest-bearing and non-interest bearing deposits), by account type, for the periods indicated.

	For the Years Ended September 30,

	2014								2013								2012
	Average Balance		Percent			Weighted Average Rate			Average Balance		Percent			Weighted Average Rate			Average Balance		Percent			Weighted Average Rate
	(Dollars in thousands)
Deposit type:
Demand deposits	$	57,490		13.4	%		—	%	$	52,293		12.4	%		—	%	$	41,816		10.2	%		—	%
NOW deposits		41,823		9.7			0.06			38,220		9.0			0.06			36,724		8.9			0.11
Money market deposits		152,107		35.5			0.41			152,967		36.1			0.50			153,789		37.4			0.69
Savings		56,101		13.1			0.10			53,727		12.7			0.13			48,675		11.8			0.18
Term certificates		121,342		28.3			0.89			126,255		29.8			1.01			130,326		31.7			1.20

Total deposits	$	428,863		100.0	%		0.42	%	$	423,462		100.0	%		0.49	%	$	411,330		100.0	%		0.67	%

The following table sets forth term certificates classified by interest rate as of the dates indicated.

The following table sets forth, by interest rate ranges, information concerning our term certificates.

As of September 30, 2014, the aggregate amount of outstanding term certificates in amounts greater than or equal to $100,000 was approximately $63.8 million. The following table sets forth the maturity of those certificates as of September 30, 2014.

Borrowings. Our borrowings consist of advances from the FHLB of Boston. The Bank utilizes advances from the FHLB of Boston to supplement the Bank's investable funds. The FHLB functions as a central reserve bank providing credit for member financial institutions. As a member, the Bank is required to own capital stock in the FHLB and is authorized to apply for advances on the security of such stock and certain of the Bank's mortgage loans and other assets (principally securities which are obligations of, or guaranteed by, the United States), provided certain standards related to creditworthiness have been met. Advances are made under several different programs, each having its own interest rate and range of maturities. Depending on the program, limitations on the amount of advances are based either on a fixed percentage of an institution's net worth or on the FHLB of Boston's assessment of the institution's creditworthiness. At September 30, 2014, we had $53.0 million of FHLB of Boston advances, and we had access to additional FHLB of Boston advances of up to $68.0 million. Advances from the FHLB of Boston are secured by our investment in the capital stock of the FHLB of Boston as well as by a blanket lien on qualified collateral.

During the fiscal year ended September 30, 2014, our borrowings increased $9.0 million, or 20.5%. The increase was the result of the Bank's strategy to include wholesale borrowing from the FHLB of Boston as a funding source in an effort to fund lending growth. FHLB of Boston advances continue to remain an important funding source of our ongoing asset/liability management strategy.

The following table sets forth information concerning balances and interest rates on our FHLB advances at the dates and for the periods indicated.

	At or For The Years Ended September 30,

	2014			2013			2012
	(Dollars in thousands)
Short-term borrowings:
Balance at end of period:	$	2,000		$	6,000		$	8,000
Average balance during the period:	$	5,851		$	6,411		$	1,235
Maximum outstanding at any month-end period:	$	8,000		$	8,000		$	8,000
Weighted average interest rate at end of period:		0.37	%		0.36	%		0.34	%
Average interest rate during period:		0.34	%		0.37	%		0.32	%
Long-term debt:
Balance at end of period:	$	51,000		$	38,000		$	25,000
Average balance during the period:	$	47,765		$	27,107		$	21,481
Maximum outstanding at any month-end period:	$	55,000		$	38,000		$	27,000
Weighted average interest rate at end of period:		1.25	%		1.73	%		2.34	%
Average interest rate during period:		1.46	%		2.15	%		2.61	%

As of September 30, 2014, we had 69 full-time employees and 11 part-time employees. Our employees are not represented by any collective bargaining group. Management believes that we have a good working relationship with our employees.

The Bank is a wholly-owned subsidiary of the Company. Additionally, the Company formed Peoples Funding Corporation, which has the sole purpose of funding a loan to Peoples Federal's Employee Stock Ownership Plan.

General. The Bank is supervised and examined by the OCC and is subject to examination by the FDIC. This regulation and supervision establishes a comprehensive framework of activities in which an institution may engage and is intended primarily for the protection of the FDIC's deposit insurance fund and depositors, and not for the protection of security holders. Under this system of federal regulation, financial institutions are periodically examined to ensure that they satisfy applicable standards with respect to their capital adequacy, assets, management, earnings, liquidity and sensitivity to market interest rates. The Bank also is a member of and owns stock in the FHLB of Boston, which is one of the twelve regional banks in the Federal Home Loan Bank System . The Bank also is regulated to a lesser extent by the Board of Governors of the Federal Reserve System (the "Federal Reserve Board"), governing reserves to be maintained against deposits and other matters. The OCC examines the Bank and prepares reports for the consideration of its board of directors on any operating deficiencies. The Bank's relationship with its depositors and borrowers also is regulated to a great extent by federal law and, to a much lesser extent, state law, especially in matters concerning the ownership of deposit accounts and the form and content of the Bank's loan documents.

As a savings and loan holding company, the Company is required to file certain reports with, is subject to examination by, and otherwise must comply with the rules and regulations of the Federal Reserve Board. The Company is also subject to the rules and regulations of the Securities and Exchange Commission under the federal securities laws.

Any change in these laws or regulations, whether by the FDIC, the OCC, the Federal Reserve Board or Congress, could have a material adverse impact on the Company, the Bank and their operations.

Certain of the regulatory requirements that are applicable to the Bank and the Company are described below. This description of statutes and regulations is not intended to be a complete description of such statutes and regulations and their effects on the Bank and the Company.

Dodd-Frank Act. The Dodd-Frank Act has changed the bank regulatory structure and affected the lending, investment, trading and operating activities of financial institutions and their holding companies. The Dodd-Frank Act eliminated our former primary federal regulator, the Office of Thrift Supervision, and required the Bank to be regulated by the OCC (the primary federal regulator for national banks). The Dodd-Frank Act also authorizes the Federal Reserve Board to supervise and regulate all savings and loan holding companies like the Company, in addition to bank holding companies, which it regulates. As a result, the Federal Reserve Board's regulations applicable to bank holding companies, including holding company capital requirements, apply to savings and loan holding companies like the Company, unless an exemption exists. These capital requirements are substantially similar to the capital requirements currently applicable to the Bank, as described in "—Federal Banking Regulation—Capital Requirements." The Dodd-Frank Act also requires the Federal Reserve

Board to set minimum capital levels for bank holding companies that are as stringent as those required for the insured depository subsidiaries, and the components of Tier 1 capital are restricted to capital instruments that are currently considered to be Tier 1 capital for insured depository institutions. Bank holding companies with assets of less than $500 million are exempt from these capital requirements. Under the Dodd-Frank Act, the proceeds of trust preferred securities are excluded from Tier 1 capital unless such securities were issued prior to May 19, 2010 by bank or savings and loan holding companies with less than $15 billion of assets. The legislation also establishes a floor for capital of insured depository institutions that cannot be lower than the standards in effect today, and directs the federal banking regulators to implement new leverage and capital requirements within 18 months that take into account off-balance sheet activities and other risks, including risks relating to securitized products and derivatives.

The Dodd-Frank Act also created the Consumer Financial Protection Bureau ("CFPB") with broad powers to supervise and enforce consumer protection laws. The CFPB has broad rule-making authority for a wide range of consumer protection laws that apply to all banks and savings institutions such as Peoples Federal, including the authority to prohibit "unfair, deceptive or abusive" acts and practices. The CFPB has examination and enforcement authority over all banks and savings institutions with more than $10 billion in assets. Banks and savings institutions with $10 billion or less in assets will be examined by their applicable bank regulators. The Dodd-Frank legislation also weakens the federal preemption available for national banks and federal savings associations, and gives state attorneys general the ability to enforce applicable federal consumer protection laws.

The legislation also broadens the base for FDIC insurance assessments. Assessments are now based on the average consolidated total assets less tangible equity capital of a financial institution. The Dodd-Frank Act also permanently increased the maximum amount of deposit insurance for banks, savings institutions and credit unions to $250,000 per depositor. Lastly, the Dodd-Frank Act will increase stockholder influence over boards of directors by requiring companies to give stockholders a non-binding vote on executive compensation and so-called "golden parachute" payments, and authorizing the Securities and Exchange Commission to promulgate rules that would allow stockholders to nominate and solicit votes for their own candidates using a company's proxy materials. The legislation also directs the Federal Reserve Board to promulgate rules prohibiting excessive compensation paid to bank holding company executives, regardless of whether the company is publicly traded or not.

Business Activities. A federal savings bank derives its lending and investment powers from the Home Owners' Loan Act, as amended, and the regulations of the OCC. Under these laws and regulations, the Bank may invest in mortgage loans secured by residential and commercial real estate, commercial business and consumer loans, certain types of debt securities and certain other assets, subject to applicable limits. The Bank also may establish subsidiaries that may engage in activities not otherwise permissible for the Bank, including real estate investment and securities and insurance brokerage.

Capital Requirements. OCC regulations require savings banks, such as the Bank, to meet three minimum capital standards: a 1.5% tangible capital ratio, a 4% leverage ratio (3% for savings banks receiving the highest rating on the CAMELS rating system) and an 8% risk-based capital ratio.

The risk-based capital standard for savings banks requires the maintenance of Tier 1 (core) and total capital (which is defined as core capital and supplementary capital) to risk-weighted assets of at least 4% and 8%, respectively. In determining the amount of risk-weighted assets, all assets, including certain off-balance sheet assets, are multiplied by a risk-weight factor of 0% to 100%, assigned by the OCC, based on the risks believed inherent in the type of asset. Core capital is defined as common

stockholders' equity (including retained earnings), certain noncumulative perpetual preferred stock and related surplus and minority interests in equity accounts of consolidated subsidiaries, less intangibles other than certain mortgage servicing rights and credit card relationships. The components of supplementary capital include cumulative preferred stock, long-term perpetual preferred stock, mandatory convertible securities, subordinated debt and intermediate preferred stock, the allowance for loan and lease losses limited to a maximum of 1.25% of risk-weighted assets and up to 45% of net unrealized gains on available-for-sale equity securities with readily determinable fair market values. Overall, the amount of supplementary capital included as part of total capital cannot exceed 100% of core capital. Additionally, a savings bank that retains credit risk in connection with an asset sale may be required to maintain additional regulatory capital because of the purchaser's recourse against the savings bank. In assessing an institution's capital adequacy, the OCC takes into consideration not only these numeric factors but also qualitative factors as well, and has the authority to establish higher capital requirements for individual associations where necessary.

In July 2013, the OCC and the other federal bank regulatory agencies issued a final rule that will revise their leverage and risk-based capital requirements and the method for calculating risk-weighted assets to make them consistent with agreements that were reached by the Basel Committee on Banking Supervision and certain provisions of the Dodd-Frank Act. The final rule applies to all depository institutions, top-tier bank holding companies with total consolidated assets of $500 million or more and top-tier savings and loan holding companies. Among other things, the rule establishes a new common equity Tier 1 minimum capital requirement (4.5% of risk-weighted assets), increases the minimum Tier 1 capital to risk-based assets requirement (from 4% to 6% of risk-weighted assets) and assigns a higher risk weight (150%) to exposures that are more than 90 days past due or are on nonaccrual status and to certain commercial real estate facilities that finance the acquisition, development or construction of real property. The final rule also requires unrealized gains and losses on certain "available-for-sale" securities holdings to be included for purposes of calculating regulatory capital requirements unless a one-time, permanent election is made to continue to exclude those unrealized gains and losses from regulatory capital. The rule limits a banking organization's capital distributions and certain discretionary bonus payments if the banking organization does not hold a "capital conservation buffer" consisting of 2.5% of common equity Tier 1 capital to risk-weighted assets in addition to the amount necessary to meet its minimum risk-based capital requirements. The final rule becomes effective for the Bank on January 1, 2015. The capital conservation buffer requirement will be phased in beginning January 1, 2016 and ending January 1, 2019, when the full capital conservation buffer requirement will be effective.

Loans-to-One Borrower. Generally, a federal savings bank may not make a loan or extend credit to a single or related group of borrowers in excess of 15% of unimpaired capital and surplus. An additional amount may be loaned, equal to 10% of unimpaired capital and surplus, if the loan is secured by readily marketable collateral, which generally does not include real estate. As of September 30, 2014 the Bank's largest lending relationship with a single or related group of borrowers totaled $11.9 million, which represented 12.3% of the Bank's unimpaired capital and surplus. Therefore, the Bank was in compliance with the loans-to-one borrower limitations.

Qualified Thrift Lender Test. As a federal savings bank, the Bank must satisfy the qualified thrift lender, or "QTL," test. Under the QTL test, the Bank must maintain at least 65% of its "portfolio assets" in "qualified thrift investments" (primarily residential mortgages and related investments, including mortgage-backed securities) in at least nine months of the most recent 12-month period. "Portfolio assets" generally means total assets of a savings bank, less the sum of specified liquid assets up to 20% of total assets, goodwill and other intangible assets, and the value of property used in the conduct of the savings bank's business.

The Bank also may satisfy the QTL test by qualifying as a "domestic building and loan association" as defined in the Internal Revenue Code.

A savings bank that fails the QTL test is subject to certain operating restrictions. In addition, the Dodd-Frank Act made noncompliance by a savings bank with the QTL test potentially subject to agency enforcement action for violation of laws. At September 30, 2014, the Bank maintained approximately 87.5% of its portfolio assets in qualified thrift investments and, therefore, satisfied the QTL test.

Capital Distributions. OCC regulations govern capital distributions by a federal savings bank, which include cash dividends, stock repurchases and other transactions charged to the savings bank's capital account. A savings bank must file an application for approval of a capital distribution if:

Even if an application is not otherwise required, every savings bank that is a subsidiary of a holding company must still file a notice with the OCC at least 30 days before the board of directors declares a dividend or approves a capital distribution.

In addition, the Federal Deposit Insurance Act provides that an insured depository institution shall not make any capital distribution, if after making such distribution the institution would be undercapitalized. Also, a federal savings bank may not make a capital distribution that would reduce its regulatory capital below the amount required for the liquidation account that is established in the savings bank in connection with its conversion to stock form.

Liquidity. A federal savings bank is required to maintain a sufficient amount of liquid assets to ensure its safe and sound operation. The Bank's primary sources of liquidity to meet short-term and long-term fund needs are liquid assets, deposit generation and access to funding from the FHLB of Boston.

Community Reinvestment Act and Fair Lending Laws. All federal savings banks have a responsibility under the Community Reinvestment Act and related regulations of the OCC to help meet the credit needs of their communities, including low- and moderate-income borrowers. In connection with its examination of a federal savings bank, the OCC is required to assess the savings bank's record of compliance with the Community Reinvestment Act. In addition, the Equal Credit Opportunity Act and the Fair Housing Act prohibit lenders from discriminating in their lending practices on the basis of characteristics specified in those statutes. A savings bank's failure to comply with the provisions of the Community Reinvestment Act could, at a minimum, result in denial of certain corporate applications such as branches or mergers, or in restrictions on its activities. The failure to comply with the Equal

Credit Opportunity Act and the Fair Housing Act could result in enforcement actions by the OCC, as well as other federal regulatory agencies and the Department of Justice. The Bank received a "satisfactory" Community Reinvestment Act rating in its most recent federal examination. The Community Reinvestment Act requires all Federal Deposit Insurance-insured institutions to publicly disclose their rating.

Transactions with Related Parties. A federal savings bank's authority to engage in transactions with its affiliates is limited by OCC regulations and by Sections 23A and 23B of the Federal Reserve Act and its implementing Regulation W promulgated by the Federal Reserve Board. An affiliate is generally a company that controls, is controlled by, or is under common control with an insured depository institution such as the Bank. The Company is an affiliate of the Bank. In general, transactions between an insured depository institution and its affiliates are subject to certain quantitative and collateral requirements. In addition, OCC regulations prohibit a federal savings bank from lending to any of its affiliates that are engaged in activities that are not permissible for bank holding companies and from purchasing the securities of any affiliate, other than a subsidiary. Finally, transactions with affiliates must be consistent with safe and sound banking practices, not involve low-quality assets and be on terms that are as favorable to the institution as comparable transactions with non-affiliates. The OCC requires federal savings banks to maintain detailed records of all transactions with affiliates.

The Bank's authority to extend credit to its directors, executive officers and 10% stockholders, as well as to entities controlled by such persons, is currently governed by the requirements of Sections 22(g) and 22(h) of the Federal Reserve Act and Regulation O of the Federal Reserve Board. Among other things, these provisions require that extensions of credit to insiders:

In addition, extensions of credit in excess of certain limits must be approved by The Bank's board of directors.

Enforcement. The OCC has primary enforcement responsibility over federal savings banks and has the authority to bring enforcement action against all "institution-affiliated parties," including directors, officers, stockholders, and attorneys, appraisers and accountants who knowingly or recklessly participate in wrongful action likely to have an adverse effect on a federal savings bank. Formal enforcement action by the OCC may range from the issuance of a capital directive or cease and desist order to removal of officers and/or directors of the institution, and the appointment of a receiver or conservator. Civil penalties cover a wide range of violations and actions, and range from up to $25,000 per day, to circumstances involving a finding of reckless disregard, in which case penalties may be as high as $1 million per day.

Standards for Safety and Soundness. Federal law requires each federal banking agency to prescribe certain standards for all insured depository institutions. These standards relate to, among other things, internal controls, information systems and audit systems, loan documentation, credit underwriting, interest rate risk exposure, asset growth, compensation, and other operational and managerial standards, as the agency deems appropriate. Interagency guidelines set forth the safety and soundness standards that the federal banking agencies use to identify and address problems at insured depository institutions before capital becomes impaired. If the appropriate federal banking agency determines that an institution fails to meet any standard prescribed by the guidelines, the agency may require the

institution to submit to the agency an acceptable plan to achieve compliance with the standard. If an institution fails to meet these standards, the appropriate federal banking agency may require the institution to implement an acceptable compliance plan. Failure to implement such a plan can result in further enforcement action, including the issuance of a cease and desist order or the imposition of civil money penalties.

Insurance of Deposit Accounts. The Deposit Insurance Fund ("DIF") of the FDIC insures deposits at FDIC-insured depository institutions, such as the Bank. Deposit accounts in the Bank are insured by the FDIC, generally up to a maximum of $250,000 per separately insured depositor and up to a maximum of $250,000 for self-directed retirement accounts.

The FDIC charges insured depository institutions premiums to maintain the DIF. Under the FDIC's risk-based assessment system, insured institutions are assigned to one of four risk categories based on supervisory evaluations, regulatory capital levels, and certain other risk factors. Rates are based on each institution's risk category and certain specified risk adjustments. Stronger institutions pay lower rates while riskier institutions pay higher rates. Assessment rates range from 2.5 to 45 basis points of an institution's total assets less tangible capital.

The Dodd-Frank Act increased the minimum target ratio for the DIF from 1.15% of estimated insured deposits to 1.35% of estimated insured deposits. The FDIC must seek to achieve the 1.35% ratio by September 30, 2020. Insured institutions with assets of $10 billion or more are supposed to fund the increase. The Dodd-Frank Act eliminated the 1.5% maximum fund ratio, instead leaving it to the discretion of the FDIC, and the FDIC has exercised that discretion by establishing a long-term fund ratio of 2%.

In addition to the FDIC assessments, the Financing Corporation ("FICO") is authorized to impose and collect, with the approval of the FDIC, assessments for anticipated payments, issuance costs, and custodial fees on bonds issued by the FICO in the 1980s to recapitalize the former Federal Savings and Loan Insurance Corporation. The bonds issued by the FICO are due to mature in 2017 through 2019.

Insurance of deposits may be terminated by the FDIC upon a finding that an institution has engaged in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations, or has violated any applicable law, regulation, rule, order, or condition imposed by the FDIC. The Bank does not know of any practice, condition, or violation that could lead to termination of its deposit insurance.

Prohibitions Against Tying Arrangements. Federal savings banks are prohibited, subject to some exceptions, from extending credit to or offering any other service, or fixing or varying the consideration for such extension of credit or service, on the condition that the customer obtain some additional service from the institution or its affiliates or not obtain services of a competitor of the institution.

Federal Home Loan Bank System. The Bank is a member of the Federal Home Loan Bank System, which consists of 12 regional Federal Home Loan Banks. The Federal Home Loan Bank System provides a central credit facility primarily for member institutions as well as other entities involved in home mortgage lending. As a member of the FHLB of Boston, the Bank is required to acquire and hold shares of capital stock in the FHLB of Boston. As of September 30, 2014, the Bank was in compliance with this requirement.

Interest and other charges collected or contracted for by the Bank are subject to state usury laws and federal laws concerning interest rates. The Bank's operations are also subject to federal laws applicable to credit transactions, such as the:

General. The Company is a non-diversified savings and loan holding company within the meaning of the Home Owners' Loan Act. As such, the Company is registered with the Federal Reserve Board ("FRB") and is subject to FRB regulations, examinations, supervision and reporting requirements. In addition, the FRB has enforcement authority over the Company and its non-depository subsidiaries. Among other things, this authority permits the FRB to restrict or prohibit activities that are determined to be a serious risk to the subsidiary savings institution.

Permissible Activities. Under present law, the business activities of the Company is generally limited to those activities permissible for financial holding companies under Section 4(k) of the Bank

Holding Company Act of 1956, as amended, or for multiple savings and loan holding companies. A financial holding company may engage in activities that are financial in nature, including underwriting equity securities and insurance as well as activities that are incidental to financial activities or complementary to a financial activity. A multiple savings and loan holding company is generally limited to activities permissible for bank holding companies under Section 4(c)(8) of the Bank Holding Company Act, subject to the prior approval of the FRB, and certain additional activities authorized by FRB regulations.

Federal law prohibits a savings and loan holding company, including the Company, directly or indirectly, or through one or more subsidiaries, from acquiring more than 5% of another savings institution or holding company thereof, without prior written approval of the FRB. It also prohibits the acquisition or retention of, with certain exceptions, more than 5% of a non-subsidiary company engaged in activities that are not closely related to banking or financial in nature, or acquiring or retaining control of an institution that is not federally insured. In evaluating applications by holding companies to acquire savings institutions, the FRB must consider the financial and managerial resources, future prospects of the company and institution involved, the effect of the acquisition on the risk to the DIF, the convenience and needs of the community, and competitive factors.

The FRB is prohibited from approving any acquisition that would result in a multiple savings and loan holding company controlling savings institutions in more than one state, subject to two exceptions:

The states vary in the extent to which they permit interstate savings and loan holding company acquisitions.

Capital. Savings and loan holding companies are not currently subject to specific regulatory capital requirements. The Dodd-Frank Act, however, requires the FRB to promulgate consolidated capital requirements for depository institution holding companies that are no less stringent, both quantitatively and in terms of components of capital, than those applicable to institutions themselves. Instruments such as cumulative preferred stock and trust preferred securities will no longer be includable as Tier 1 capital, which is currently permitted for bank holding companies. The final capital rule discussed above implements the consolidated capital requirements for savings and loan holding companies effective January 1, 2015, with the capital conservation buffer phased in between 2016 and 2019.

Source of Strength. The Dodd-Frank Act extended the "source of strength" doctrine to savings and loan holding companies. The regulatory agencies must issue regulations requiring that all bank and savings and loan holding companies serve as a source of strength to their subsidiary depository institutions by providing capital, liquidity and other support in times of financial stress.

Dividends and Repurchases. The FRB has issued a supervisory letter regarding the payment of dividends and the repurchase of shares of common stock by bank holding companies that it has made applicable to savings and loan holding companies as well. In general, the supervisory letter provides that dividends should be paid only out of current earnings and only if the prospective rate of earnings retention by the holding company appears consistent with the organization's capital needs, asset quality, and overall financial condition. Regulatory guidance provides for prior regulatory review of capital distributions in certain circumstances such as where the Company's net income for the past four quarters, net of dividends previously paid over that period, is insufficient to fully fund the dividend or the Company's overall rate of earnings retention is inconsistent with the Company's capital needs and overall financial condition. The ability of a holding company to pay dividends may be restricted if a

subsidiary bank becomes undercapitalized. The supervisory letter also provides for regulatory review prior to a holding Company redeeming or repurchasing its stock in certain circumstances. These regulatory policies could affect the ability of the Company to pay dividends, repurchase shares of common stock, or otherwise engage in capital distributions.

Acquisition. Under the Federal Change in Control Act, a notice must be submitted to the FRB if any person (including a company), or group acting in concert, seeks to acquire direct or indirect control of a savings and loan holding company. Under certain circumstances, such as where the company involved has securities registered with the SEC under the Securities Exchange Act of 1934, a change of control may occur, and prior notice is required, upon the acquisition of 10% or more of the company's outstanding voting stock, unless the FRB has found that the acquisition will not result in control of the company. That rebuttable presumption applies to the Company. A change in control is defined under federal law to occur upon the acquisition of 25% or more of the company's outstanding voting stock. Under the Change in Control Act, the FRB generally has 60 days from the filing of a complete notice to act, taking into consideration certain factors, including the financial and managerial resources of the acquirer and the competitive effects of the acquisition.

The Company's common stock is registered with the Securities and Exchange Commission under the Securities Exchange Act of 1934. The Company is subject to the information, proxy solicitation, insider trading restrictions and other requirements under the Securities Exchange Act of 1934.

The Company common stock held by persons who are affiliates (generally officers, directors and principal shareholders) of the Company may not be resold without registration or unless sold in accordance with certain resale restrictions. If the Company meets specified current public information requirements, each affiliate of the Company is able to sell in the public market, without registration, a limited number of shares in any three-month period.

The Sarbanes-Oxley Act of 2002 addresses, among other issues, corporate governance, auditing and accounting, executive compensation, and enhanced and timely disclosure of corporate information. As directed by the Sarbanes-Oxley Act, our Chief Executive Officer and Chief Financial Officer are required to certify that our quarterly and annual reports do not contain any untrue statement of a material fact. The rules adopted by the Securities and Exchange Commission under the Sarbanes-Oxley Act have several requirements, including having these officers certify that: they are responsible for establishing, maintaining and regularly evaluating the effectiveness of our internal control over financial reporting; they have made certain disclosures to our auditors and the audit committee of the board of directors about our internal control over financial reporting; and they have included information in our quarterly and annual reports about their evaluation and whether there have been changes in our internal control over financial reporting or in other factors that could materially affect internal control over financial reporting. We have prepared policies, procedures and systems designed to ensure compliance with these regulations.

Risk factors related to our business are set forth below. Additional risk factors related to our pending merger with Independent Bank Corp. may be found in our definitive proxy statement filed with the SEC on October 22, 2014.

Because we intend to continue to emphasize our commercial real estate and multi-family loan originations, our credit risk will increase, and continued downturns in the local real estate market or economy could adversely affect our earnings.

We intend to continue originating commercial real estate and multi-family loans. At September 30, 2014, $72.8 million, or 14.9%, of our total loan portfolio consisted of multi-family loans and an additional $54.5 million, or 11.1% of our total loan portfolio, consisted of commercial real estate loans. Commercial real estate and multi-family loans generally have more risk than the one- to four-family residential real estate loans that we originate. Because the repayment of commercial real estate and multi-family loans depends on the successful management and operation of the borrower's properties or related businesses, repayment of such loans can be affected by adverse conditions in the local real estate market or economy. Commercial real estate and multi-family loans may also involve relatively large loan balances to individual borrowers or groups of related borrowers. A downturn in the real estate market or the local economy could adversely affect the value of properties securing the loan or the revenues from the borrower's business, thereby increasing the risk of non-performing loans. As our commercial real estate and multi-family loan portfolios increase, the corresponding risks and potential for losses from these loans may also increase.

A portion of our one- to four-family residential mortgage loans is comprised of non-owner occupied properties, which increases the credit risk on this portion of our loan portfolio.

Much of the housing stock in our primary lending market area is comprised of two-, three- and four-unit properties. At September 30, 2014, of the $330.7 million of one-to four-family residential mortgage loans in our portfolio, $124.3 million, or 37.6% of this amount, were comprised of non-owner occupied properties. We believe that there is a greater credit risk inherent in two-, three- and four-unit properties and especially in investor-owner and non-owner occupied properties, than in owner-occupied one-unit properties since, similar to commercial real estate and multi-family loans, the repayment of these loans may depend, in part, on the successful management of the property and/or the borrower's ability to lease the units of the property. A downturn in the real estate market or the local economy could adversely affect the value of properties securing these loans or the revenues derived from these properties, which could affect the borrower's ability to repay the loan.

We make and hold in our portfolio construction loans, which are considered to have greater credit risk than other types of residential loans made by financial institutions.

We originate construction loans for one- to four-family residential properties, multi-family properties and commercial properties, including commercial "mixed-use" buildings and homes built by developers on speculative, undeveloped property. At September 30, 2014, $18.3 million, or 3.7% of our total loan portfolio consisted of construction loans, of which $14.7 million were secured by one-to four-family residential real estate, $3.5 million were secured by multi-family residential real estate and $115,000 were secured by commercial real estate loans. Construction loans are considered more risky than other types of residential mortgage loans. The primary credit risks associated with construction lending are underwriting, project risks and market risks. Project risks include cost overruns, borrower credit risk, project completion risk, general contractor credit risk, and environmental and other hazard risks. Market risks are risks associated with the sale of the completed residential units. They include affordability risk, which means the risk of affordability of financing by borrowers, product design risk, and risks posed by competing projects. While we believe we have established adequate reserves on our financial statements to cover the credit risk of our construction loan portfolio, there can be no assurance that losses will not exceed our reserves, which could adversely impact our future earnings.

If our allowance for loan losses is not sufficient to cover actual loan losses, our earnings will decrease.

We make various assumptions and judgments about the collectability of our loan portfolio, including the creditworthiness of our borrowers and the value of the real estate and other assets serving as collateral for the repayment of many of our loans. In determining the amount of the allowance for loan losses, we review our loans and our loss and delinquency experience, and we evaluate economic conditions. If our assumptions are incorrect, our allowance for loan losses may not be sufficient to cover probable incurred losses in our loan portfolio, resulting in additions to our allowance. Material additions to our allowance could materially decrease our net income.

In addition, bank regulators periodically review our allowance for loan losses and may require us to increase our allowance for loan losses or recognize further loan charge-offs. Any increase in our allowance for loan losses or loan charge-offs as required by these regulatory authorities might have a material adverse effect on our financial condition and results of operations.

Our ability to make a profit largely depends on our net interest income, which could be negatively affected by changes in interest rates. Net interest income is the difference between:

A significant portion of our loans are fixed-rate one- to four-family residential mortgage loans, and like many savings institutions, our focus on deposit accounts as a source of funds, which have no stated maturity date or shorter contractual maturities, results in our liabilities having a shorter duration than our assets. This imbalance can create significant earnings volatility, because market interest rates change over time. In a period of rising interest rates, the interest income earned on our assets, such as loans and investments, may not increase as rapidly as the interest paid on our liabilities, such as deposits. In a period of declining interest rates, the interest income earned on our assets may decrease more rapidly than the interest paid on our liabilities, as borrowers prepay mortgage loans, and mortgage-backed securities and callable investment securities are called or prepaid, thereby requiring us to reinvest these funds at lower interest rates. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Management of Market Risk."

Changes in interest rates also create reinvestment risk, which is the risk that we may not be able to reinvest prepayments at rates that are comparable to the rates we earned on the prepaid loans or securities in a declining interest rate environment.

Additionally, increases in interest rates may decrease loan demand and/or make it more difficult for borrowers to repay adjustable-rate loans. At September 30, 2014, $187.3 million, or 56.6% of our $330.7 million one- to four-family residential mortgage loans at such date, had adjustable rates of interest. If interest rates increase, the rates on these loans will, in turn, increase, thereby increasing the risk that borrowers will not be able to repay these loans.

Changes in interest rates also affect the current fair value of our interest-earning securities portfolio. Generally, the value of debt securities moves inversely with changes in interest rates.

At September 30, 2014, our internal "rate shock" analysis indicated that our economic value of equity (the discounted present value of expected cash flows from interest-earning assets, interest-bearing liabilities and off-balance sheet contracts) would decrease by $12.6 million, or 10.9%, if there was an instantaneous 200 basis point increase in market interest rates. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Management of Market Risk."

Concentration of loans in our primary market area, which has recently experienced an economic downturn, may increase risk.

Our success depends primarily on general economic conditions in the Boston metropolitan area, as nearly all of our loans are to customers in this market. Accordingly, the local economic conditions in this market have a significant impact on the ability of borrowers to repay loans as well as our ability to originate new loans. As such, a continuation of the weakness in real estate values in this market would also lower the value of the collateral securing loans on properties in our market. In addition, a continued weakening in general economic conditions caused by inflation, recession, unemployment or other factors beyond our control could negatively affect our financial results.

Risks Related to Recent Economic Conditions and Governmental Response Efforts.

Our business has been and may continue to be adversely affected by current conditions in the financial markets and economic conditions generally. The United States and Massachusetts economies are experiencing reduced business activity and consumer spending as a result of, among other factors, disruptions in the capital and credit markets. Declines in the housing market, with falling home prices and increasing foreclosures and unemployment, have resulted in significant write-downs of asset values by financial institutions, including government-sponsored entities and major commercial and investment banks. A sustained weakness or weakening in business and economic conditions generally or specifically in the principal markets in which we do business could have one or more of the following adverse effects on our business:

Government responses to economic conditions may adversely affect our operations, financial condition and earnings.

The Dodd-Frank Wall Street Reform and Consumer Protection Act has changed the bank regulatory framework, created an independent consumer protection bureau that has assumed the consumer protection responsibilities of the various federal banking agencies, and established more stringent capital standards for banks and bank holding companies. Bank regulatory agencies also have been responding aggressively to concerns and adverse trends identified in examinations. Ongoing uncertainty and adverse developments in the financial services industry and the domestic and international credit markets, and the effect of the Dodd-Frank Act and regulatory actions, may adversely affect the Company's operations by restricting its business activities, including the ability to originate or sell loans, modify loan terms, or foreclose on property securing loans. These risks could affect the performance and value of the Bank's loan and investment securities portfolios, which also would negatively affect financial performance. In addition, the Dodd-Frank Act and implementing regulations are likely to have a significant effect on the financial services industry, which are likely to increase operating costs and reduce profitability. Regulatory or legislative changes could make regulatory compliance more difficult or expensive, and could cause changes to or limits on some products and services, or the way business is operated.

If the Board of Governors of the Federal Reserve System increases the federal funds rate, overall interest rates will likely rise, which may negatively impact the housing markets and the U.S. economic recovery. In addition, deflationary pressures, while possibly lowering the Bank's operating costs, could have a significant negative effect on the Bank's borrowers, especially business borrowers, and the values of underlying collateral securing loans, which could negatively affect the Bank's financial performance.

Our success has been and will continue to be greatly influenced by our ability to retain the services of our existing senior management. We have benefited from consistency within our senior management team, with our top four executives averaging over 30 years of service with the Bank. The Company has entered into employment contracts with each of these top management officials. Nevertheless, the unexpected loss of the services of any of the key management personnel, or the inability to recruit and retain qualified personnel in the future, could have an adverse impact on our business and financial results.

Future legislative or regulatory actions responding to perceived financial and market problems could impair our ability to collect our loans and foreclose on collateral.

There have been proposals made by members of Congress and others that would reduce the amount distressed borrowers are otherwise contractually obligated to pay under their mortgage loans and limit an institution's ability to foreclose on mortgage collateral. Were proposals such as these, or other proposals limiting our rights as a creditor, to be implemented, we could experience increased credit losses or increased expense in pursuing our remedies as a creditor. In addition, there have been legislative proposals to create a federal consumer protection agency that may, among other powers, have the ability to limit our rights as a creditor.

If our investment in the stock of the FHLB of Boston is classified as other-than-temporarily impaired or as permanently impaired, our earnings and stockholders' equity could decrease.

We own stock of the FHLB of Boston. We hold this stock to qualify for membership in the Federal Home Loan Bank System and to be eligible to borrow funds under the FHLB of Boston's advance program. The aggregate cost of our FHLB of Boston stock as of September 30, 2014 was $4.3 million. FHLB stock is not a marketable security and can only be redeemed by the FHLB.

In addition, FHLBs may be subject to accounting rules and asset quality risks that could materially lower their regulatory capital. In an extreme situation, it is possible that the capitalization of FHLB, including the FHLB of Boston, could be substantially diminished or reduced to zero. Consequently, we believe that there is a risk that our investment in FHLB of Boston stock could be deemed impaired at some time in the future, and if this occurs, it would cause our earnings and stockholders' equity to decrease by the after-tax amount of the impairment charge.

Strong competition within our market areas may limit our growth and profitability.

Competition in the banking and financial services industry is intense. In our market areas, we compete with commercial banks, savings institutions, mortgage brokerage firms, credit unions, finance companies, mutual funds, insurance companies, and brokerage and investment banking firms operating locally and elsewhere. Some of our competitors have greater name recognition and market presence that benefit them in attracting business, and offer certain services that we do not or cannot provide. In addition, larger competitors may be able to price loans and deposits more aggressively than we do, which could affect our ability to grow and remain profitable on a long-term basis. Our profitability depends upon our continued ability to successfully compete in our market areas. If we must raise

interest rates paid on deposits or lower interest rates charged on our loans, our net interest margin and profitability could be adversely affected. For additional information see "Business—Competition."

We operate from our main office and seven full-service branches located in Brighton, Allston, West Roxbury, Jamaica Plain, Brookline, West Newton, Norwood and Westwood Massachusetts. The net book value of our premises, land and equipment was $3.6 million at September 30, 2014.

The following table sets forth information with respect to our full-service banking offices, including the expiration date of leases with respect to leased facilities.

Location	Leased or Owned	Original Year Leased or Acquired	Date of Lease Expiration	Date of Lease Options Expiration

Main Office:
435 Market Street(1)	Owned	1977	N/A	N/A
Brighton, Massachusetts 02135
Full Service Branches:
Allston	Owned	1996	N/A	N/A
229 North Harvard Street
Allston, Massachusetts 02134
Brookline	Owned	1955	N/A	N/A
264 Washington Street
Brookline, Massachusetts 02445
Jamaica Plain	Leased	2001	02/29/16	N/A
725 Centre Street
Jamaica Plain, Massachusetts 02130
Norwood	Owned	2005	N/A	N/A
61 Lenox Street
Norwood, Massachusetts 02062
West Newton	Leased	2010	06/12/21	06/12/31
989-1001 Watertown Street
West Newton, Massachusetts 02465
West Roxbury	Owned	1997	N/A	N/A
1905 Centre Street
West Roxbury, Massachusetts 02132
Westwood	Leased	2013	01/13/24	01/12/44
670 High Street
Westwood, MA 02090

Other than as set forth below, at September 30, 2014, we were not involved in any legal proceedings the outcome of which we believe would be material to our financial condition or results of operations.

On October 14, 2014, an action captioned Morris et al. v Peoples Federal Bancshares, Inc., Case No. 24C14005836 (the "Complaint") was filed in the Circuit Court for Baltimore City (the "Maryland Court") on behalf of a putative class of Company stockholders against the Company, its current directors, the Bank, Independent and Rockland Trust. The Complaint generally alleges, among other things, that (i) the Company's directors breached their fiduciary duties by approving the Merger and failed to maximize stockholder value; (ii) the Company and Independent aided and abetted such breaches; and (iii) the proxy statement was deficient in that it failed to disclose certain information. The Complaint seeks, among other relief, injunctive relief, damages and attorney's fees. The Company, its board of directors, the Bank, Independent and Rockland Trust deny any wrongdoing in connection with the proposed Merger and maintain that they diligently and scrupulously complied with any and all fiduciary and other legal duties.

On November 19, 2014, the defendants entered into a memorandum of understanding with the Morris et al. v Peoples Federal Bancshares, Inc. plaintiffs regarding the settlement of that action. In connection with the settlement contemplated by the memorandum of understanding, the Company has agreed to make certain additional disclosures related to the proposed Merger, which are contained in the current report Form 8-K, filed on November 20, 2014. The memorandum of understanding contemplates that the parties will seek to enter into a stipulation of settlement.

The stipulation of settlement will be subject to customary conditions, including court approval following notice to the Company's stockholders. In the event that the parties enter into a stipulation of settlement, a hearing will be scheduled at which the Maryland Court will consider the fairness, reasonableness, and adequacy of the settlement. There can be no assurance that the parties will ultimately enter into a stipulation of settlement or that the Maryland Court will approve the settlement even if the parties were to enter into such stipulation. In such event, the proposed settlement as contemplated by the memorandum of understanding may not be consummated.

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

The Company's common stock trades on the NASDAQ Capital Market under the trading symbol "PEOP." The following table presents quarterly market information for the Company's common stock for each of the past two fiscal years. The following information with respect to trading prices was provided by the NASDAQ Capital Market.

The approximate number of holders of record of the Company's common stock as of November 30, 2014 was 505. Certain shares of the Company, Inc. are held in "nominee" or "street" name and accordingly, the number of beneficial owners of such shares is not known or included in the foregoing number.

The Company began paying a quarterly dividend during the fourth quarter of fiscal 2012. We expect that, subject to regulatory requirements and our financial condition and results of operations, quarterly dividends will continue to be paid in the future until the consummation of our acquisition by Independent Bank Corp. In addition, the board of directors may declare and pay periodic special cash dividends in addition to, or in lieu of, regular cash dividends. The Company cannot guarantee that it will pay dividends or that if paid, the Company will not reduce or eliminate dividends in the future. See Item 1 "Regulations and Supervision—Capital Distributions" for information relating to restrictions on dividends. If the Company issues preferred stock, the holders of the preferred stock may have dividend preferences over the holders of common stock.

At a special meeting of stockholders, held on August 16, 2011, the Company's stockholders approved the Peoples Federal Bancshares, Inc. 2011 Equity Incentive Plan (the "Stock Plan"). Under the Stock Plan, the Company may grant options, restricted stock awards or restricted stock unit awards

to its employees and directors for up to 999,810 shares of its common stock. On August 20, 2013, the Company granted the remaining available shares under the Stock Plan and granted 58,255 stock options and 75,375 restricted stock awards to its directors and certain employees of the Company. There are no further shares available for grant under the Stock Plan.

The following table provides information as of September 30, 2014, with respect to compensation plans (other than our employee stock ownership plan) under which equity securities of the Company are authorized for issuance:

The following graph compares the performance of the Company's common stock (assuming reinvestment of dividends) with the total return for companies with the Russell 2000 Index, SNL New England U.S. Bank Index and SNL New England U.S. Thrift Index. The calculation of total cumulative return assumes a $100 investment was made at market close on July 7, 2010, the date the Company's common stock began trading after the Company's initial public offering.

The Company has not sold any of its securities within the past three years, which were not registered under the Securities Act of 1933.

On December 6, 2013, the Company announced that its Board of Directors authorized an increase in the number of common shares that may be repurchased pursuant to the Company's stock repurchase plan that was previously announced on July 20, 2011 and subsequently expanded in February 2012 and October 2012. Under the expanded repurchase plan, the Company is authorized to repurchase up to an additional 5% of its issued and outstanding common shares, or up to an additional 323,296 common shares. The repurchase program permits shares to be repurchased in open market or private transactions, through block trades, and pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities and Exchange Commission. The repurchase program may be suspended, terminated or modified at any time for any reason, including market conditions, the cost of repurchasing shares, the availability of alternative investment opportunities, liquidity, and other factors deemed appropriate.

At September 30, 2014, total repurchases under the repurchase program were 1,254,039 shares at an average price of $16.23. The Company did not repurchase any shares under the repurchase program during the fiscal quarter ended September 30, 2014.

On February 21, 2014, the Company repurchased 3,100 shares of Company stock at $18.09 per share and on August 20, 2014 the Company repurchased 2,000 shares of Company stock at $19.88 per share in connection with the vesting of restricted stock awards.

	At or For the Years Ended September 30,

	2014			2013			2012			2011			2010
	(In thousands, except per share data)
Selected Financial Condition Data:
Total assets	$	601,284		$	585,246		$	570,827		$	554,189		$	545,937
Total cash and cash equivalents		32,112			37,134			36,241			61,729			113,863
Securities available-for-sale		8,819			14,225			21,653			28,452			23,596
Securities held-to-maturity		37,010			32,054			25,921			19,713			—
Loans, net		486,873			466,049			451,034			407,423			377,664
Loans held for sale		—			—			—			—			260
Other real estate owned		—			—			—			—			795
Cash surrender value of life insurance policies		20,639			20,007			19,364			18,713			11,670
Federal Home Loan Bank stock, at cost		4,252			3,775			4,014			4,339			4,339
Deposits		434,537			425,093			416,748			416,645			390,839
Federal Home Loan Bank advances		53,000			44,000			33,000			18,000			33,000
Total stockholders' equity		103,890			106,352			110,538			115,702			114,360
Selected Operating Data:
Interest and dividend income		20,120			19,393			20,329			20,590			21,086
Interest expense		2,508			2,745			3,319			4,190			6,234

Net interest and dividend income		17,612			16,648			17,010			16,400			14,852
Provision for loan losses		—			200			540			405			300

Net interest and dividend income after provision for loan losses		17,612			16,448			16,470			15,995			14,552

Net gain on sales of mortgage loans		24			189			169			178			277
Net gain on sales of securities available-for-sale		3			—			—			—			210
Other non-interest income		1,583			1,665			1,664			1,542			1,453

Total non-interest income		1,610			1,854			1,833			1,720			1,940

Total non-interest expense		16,218			14,346			14,126			12,787			17,055

Income (loss) before income taxes		3,004			3,956			4,177			4,928			(563	)
Provision (benefit) for income taxes		1,545			1,671			2,520			1,857			(399	)

Net income (loss)	$	1,459		$	2,285		$	1,657		$	3,071		$	(164	)



Earnings per share (basic)(1)	$	0.25		$	0.37		$	0.26		$	0.47			N/A
Earnings per share (diluted)(1)	$	0.25		$	0.37		$	0.26		$	0.47			N/A
Dividends paid per common share(1)	$	0.43		$	0.39		$	0.03		$	—			N/A
Dividend payout ratio(1)		172.00	%		105.41	%		11.54	%		—	%		N/A

	At or For the Years Ended September 30,

	2014			2013			2012			2011			2010
Selected Financial Ratios and Other Data:
Performance Ratios:
Return (loss) on assets (net income to average total assets)		0.24	%		0.40	%		0.30	%		0.57	%		(0.03	)%
Return (loss) on equity (net income to average equity)		1.39	%		2.11	%		1.46	%		2.64	%		(0.23	)%
Net interest rate spread(1)		3.00	%		2.92	%		3.12	%		3.05	%		3.12	%
Net interest margin(2)		3.14	%		3.09	%		3.32	%		3.31	%		3.30	%
Efficiency ratio(3)		84.37	%		77.54	%		74.97	%		70.57	%		101.57	%
Non-interest expense to average total assets		2.72	%		2.50	%		2.54	%		2.38	%		3.34	%
Average interest-earning assets to interest-bearing liabilities		1.32x			1.33x			1.31x			1.32x			1.13x
Average stockholders' equity to average total assets		17.54	%		18.85	%		20.37	%		21.67	%		13.85	%
Asset Quality Ratios:
Non-performing assets to total assets		0.35	%		0.37	%		0.60	%		0.59	%		0.54	%
Non-performing loans to total loans		0.43	%		0.46	%		0.75	%		0.79	%		0.57	%
Allowance for loan losses to non-performing loans		189.91	%		187.85	%		113.87	%		103.72	%		146.93	%
Allowance for loan losses to total loans		0.82	%		0.86	%		0.86	%		0.82	%		0.84	%
Net charge-offs to average loans outstanding		—	%		0.01	%		0.01	%		0.06	%		0.08	%
Capital Ratios (Bank Only):
Total capital (to risk-weighted assets)		25.34	%		24.83	%		24.12	%		23.81	%		24.43	%
Tier 1 capital (to risk-weighted assets)		24.28	%		23.74	%		23.05	%		22.86	%		23.46	%
Tier 1 capital (to adjusted total assets)(4)		15.40	%		15.08	%		14.71	%		14.61	%		14.11	%
Other Data:
Number of full service branches		8			7			7			7			6
Full time equivalent employees		77			80			75			73			66

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

We have historically operated as a traditional thrift institution. A significant majority of our assets consist of long-term, fixed-rate and adjustable-rate one- to four-family residential mortgage loans, which we have funded primarily with retail deposits and FHLB of Boston advances. Our results of operations depend primarily on our net interest income. Net interest income is the difference between the interest income we earn on our interest-earning assets, consisting primarily of loans, investment securities (including securities issued by U.S. government agencies and residential mortgage-backed securities issued by government-sponsored entities) and other interest-earning assets, primarily interest-earning deposits at other financial institutions, and the interest we pay on our interest-bearing liabilities, consisting primarily of money market accounts, savings accounts, term certificates, and FHLB of Boston advances. Our results of operations also are affected by our provision for loan losses, non-interest income and non-interest expense. Non-interest income currently consists primarily of service charges on deposit accounts, income derived from insurance policies we hold on certain of our executive officers, which serve as a funding source for our benefit obligations, loan servicing fees and other income and gains or losses on the sale of loans and on the sale of available-for-sale securities. Non-interest expense currently consists primarily of salaries and employee benefits, occupancy and equipment expenses, data processing, legal, accounting and exam fees, FDIC insurance premiums and other operating expenses. In fiscal 2014, non-interest expense also included merger expense. Our results of operations also may be affected significantly by general and local economic and competitive conditions, changes in market interest rates, governmental policies and actions of regulatory authorities.

All of our residential mortgage-backed securities have been issued or guaranteed by Freddie Mac, Fannie Mae or Ginnie Mae, all of which are U.S. government-sponsored entities. These agencies

guarantee the payment of principal and interest on our residential mortgage-backed securities. We do not own any trust preferred securities or collateralized debt obligations ("CDOs").

Since September 30, 2010 we have increased our total assets by 10.1% from $545.9 million at September 30, 2010 to $601.3 million at September 30, 2014. During the fiscal years 2010, 2011, 2012, 2013 and 2014, we purchased approximately $179.0 million of one- to four-family residential mortgage loans, substantially all of which are higher-yielding, jumbo mortgage loans, collateralized by single-family properties in our market area.

Our operations in recent years have also been affected by our efforts to manage our interest rate risk position by reducing our exposure to long-term, fixed-rate assets and replacing a portion of these assets with adjustable-rate loans. Specifically, during the year ended September 30, 2014, we sold $602,000 of 20- and 30-year fixed-rate, lower-yielding, conforming one- to four-family residential mortgage loans and we have used the net proceeds of these sales to repay short-term borrowings and to fund loan originations and purchases. In addition, we sold $6.0 million of securities available-for-sale with net realized gains of $3,000 during the year ended September 30, 2014. We did not sell any held-to-maturity securities during the fiscal year ended September 30, 2014.

The low-interest rate environment during fiscal 2014 and 2013 generated a substantial amount of loan pre-payments in our one-to four-family residential mortgage loan portfolio. In addition, loan origination activity and loan purchases resulted in loan growth of $20.6 million for the year ended September 30, 2014 and $15.0 million for the year ended September 30, 2013. Management made the determination to utilize both retail deposits and FHLB of Boston advances to fund this loan growth. Accordingly, our FHLB of Boston advances increased to $53.0 million at September 30, 2014 from $44.0 million at September 30, 2013. In addition, during the same time period, our deposits increased to $434.5 million at September 30, 2014 from $425.1 million at September 30, 2013.

We have traditionally focused on the origination of one- to four-family residential mortgage loans, the origination or participation in multi-family mortgage loans and commercial real estate loans, and at September 30, 2014, 93.5% of our loan portfolio was comprised of these types of loans. We intend to continue to emphasize the origination of these types of loans in the future.

Our emphasis on conservative loan underwriting has resulted in relatively low levels of non-performing assets at a time when many financial institutions are experiencing significant asset quality issues. Our non-performing assets totaled $2.1 million, or 0.4% of total assets, at both September 30, 2014 and 2013. Total loan delinquencies were $3.0 million and $2.5 million, respectively, as of September 30, 2014 and 2013. Our non-performing loans and loss experience has enabled us to maintain a relatively low allowance for loan losses in relation to other peer institutions and correspondingly has resulted in low levels of provisions for loan losses. We did not make a provision for loan losses during the fiscal year ended September 30, 2014. Our provision for loan losses was $200,000 and $540,000 for the fiscal years ended September 30, 2013 and 2012, respectively.

We do not offer loans that provide for negative amortization of principal, such as "Option ARM" loans, where the borrower can pay less than the interest owed on his or her loan, resulting in an increased principal balance during the life of the loan. We generally do not offer "subprime loans" (loans that are made with low down-payments to borrowers with weakened credit histories typically characterized by payment delinquencies, previous charge-offs, judgments and bankruptcies, or borrowers with questionable repayment capacity as evidenced by low credit scores or high debt-burden ratios) or Alt-A loans (generally defined as loans having less than full documentation). We do offer "interest only" loans (where the borrower pays only interest for an initial period, after which the loan converts to a fully amortizing loan) for the construction of one- to four-family residential properties, multi-family properties (which we define as five or more units) and commercial properties. Although we participate in Fannie Mae's Expanded Approval Program and Freddie Mac's A Minus program,

which previously did not require income verification, we still verified income for these, as well as all types of mortgage loans.

We consider accounting policies that require management to exercise significant judgment or discretion or make significant assumptions that have, or could have, a material impact on the carrying value of certain assets or on income, to be critical accounting policies. We consider the following to be our critical accounting policies:

Allowance for Loan Losses. The allowance for loan losses is the amount estimated by management as necessary to cover losses inherent in the loan portfolio at the balance sheet date. The allowance is established through the provision for loan losses, which is charged to income. Determining the amount of the allowance for loan losses necessarily involves a high degree of judgment. Among the material estimates required to establish the allowance are the following: loss exposure at default; the amount and timing of future cash flows on impacted loans; value of collateral; and determination of loss factors to be applied to the various elements of the portfolio. All of these estimates are susceptible to significant change. Although we believe that we use the best information available to establish the allowance for loan losses, future adjustments to the allowance may be necessary if economic conditions differ substantially from the assumptions used in making the evaluation. In addition, the OCC, as an integral part of its examination process, periodically reviews our allowance for loan losses. The OCC may require us to recognize adjustments to the allowance based on its judgments about information available to it at the time of its examination. The allowance for loan losses is maintained at a level that management considers adequate to provide for estimated losses and impairment based upon an evaluation of known and inherent risk in the loan portfolio. Loan impairment is evaluated based on the fair value of collateral or estimated net realizable value. A provision for loan losses is charged to operations based on management's evaluation of the estimated losses that have been incurred in our loan portfolio. It is the policy of management to provide for losses on unidentified loans in its portfolio in addition to classified loans.

Management monitors its allowance for loan losses at least quarterly and makes adjustments to the allowance through the provision for loan losses as economic conditions and other pertinent factors indicate. The quarterly review and adjustment of the qualitative factors employed in the allowance methodology and the updating of historical loss experience allow for timely reaction to emerging conditions and trends. In this context, a series of qualitative factors are used in a methodology as a measurement of how current circumstances are affecting the loan portfolio. Included in these qualitative factors are:

In determining the allowance for loan losses, management has established both specific allowances and general pooled allowances. The general pooled allowances are determined by assigning certain qualitative factors and quantitative factors developed from historic loss experience which provide a dynamic basis for the calculation of reserve factors for both pass-rated loans (general pooled allowance) and those criticized and classified loans under ASC 310-10-35, "Receivables—Loans and Debt Securities Acquired with Deteriorated Credit Quality—Subsequent Measurement." The amount of the specific allowance is determined through a loan-by-loan analysis of certain large dollar loans. Loans not individually reviewed are evaluated as a group using reserve factor percentages based on historic loss experience and the qualitative factors described above. In determining the appropriate level of the general pooled allowance, management makes estimates based on internal risk ratings, which take into account such factors as debt service coverage, loan-to-value ratios, and external factors. Estimates are periodically measured against actual loss experience.

As changes in our operating environment occur and as recent loss experience fluctuates, the factors for each category of loan based on type and risk rating will change to reflect current circumstances and the quality of the loan portfolio. Given that the components of the allowance are based partially on historical losses and on risk rating changes in response to recent events, required reserves may trail the emergence of any unforeseen deterioration in credit quality.

Although we maintain our allowance for loan losses at levels considered adequate to provide for the inherent risk of loss in our loan portfolio, if economic conditions differ substantially from the assumptions used in making the evaluations there can be no assurance that future losses will not exceed estimated amounts or that additional provisions for loan losses will not be required in future periods. Accordingly, the current condition of the national economy and the local economies of the areas in which the loans are concentrated could result in an increase in loan delinquencies, foreclosures or repossessions resulting in increased charge-off amounts and the need for additional loan loss allowances in future periods. In addition, our determination as to the amount of our allowance for loan losses is subject to review by the OCC, our primary regulator, as part of its examination process, which may result in the establishment of an additional allowance based upon the judgment of the OCC after a review of the information available at the time of the OCC examination. A large loss could deplete the allowance and require increased provisions to replenish the allowance, which would negatively affect earnings.

Income Taxes. Management considers accounting for income taxes as a critical accounting policy due to the subjective nature of certain estimates that are involved in the calculation. We use the asset and liability method of accounting for income taxes. Under this method, 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 bases. A valuation allowance related to deferred tax assets is established when, in the judgment of management, it is more likely than not that all or a portion of such deferred tax assets will not be realized. Periodically, the Company assesses the realizability of its deferred tax assets. Adjustments to increase or decrease the valuation allowance are generally charged or credited, respectively, to income tax expense.

Net interest income represents the difference between income on interest-earning assets and the expense on interest-bearing liabilities. Net interest income depends upon the relative amounts of interest-earning assets and interest-bearing liabilities and the interest rates earned or paid on them.

The following table sets forth average balance sheets, average yields and costs and certain other information for the periods indicated. All average balances are daily average balances. The yields set forth below include the effect of deferred fees, and discounts and premiums that are amortized or accreted to interest income or expense. Tax-exempt income and yields have not been adjusted to a

tax-equivalent basis. The Company does not accrue interest on loans on non-accrual status, however, the balance of these loans is included in the total average balance, which has the effect of lowering average loan yields.

	Years Ended September 30,

	2014								2013								2012
	Average Outstanding Balance			Interest Earned/ Paid		Average Yield/ Rate(1)			Average Outstanding Balance			Interest Earned/ Paid		Average Yield/ Rate(1)			Average Outstanding Balance			Interest Earned/ Paid		Average Yield/ Rate(1)
	(Dollars in thousands)
Interest-earning assets:
Loans(1)	$	482,578		$	19,061		3.95	%	$	453,202		$	18,690		4.12	%	$	422,198		$	19,323		4.58	%
Taxable securities(2)		47,713			958		2.01			40,283			600		1.49			56,856			914		1.61
Other interest-earning assets		26,278			54		0.21			41,484			87		0.21			28,864			73		0.25
FHLB stock		4,019			47		1.17			3,880			16		0.41			4,155			19		0.46

Total interest-earning assets		560,588			20,120		3.59			538,849			19,393		3.60			512,073			20,329		3.97

Non-interest-earning assets		36,203								35,834								44,030

Total assets	$	596,791							$	574,683							$	556,103



Interest-bearing liabilities:
Deposits:
Savings	$	56,101			58		0.10		$	53,727			72		0.13		$	48,675			90		0.18
Money market accounts		152,107			628		0.41			152,967			767		0.50			153,789			1,066		0.69
NOW accounts		41,823			26		0.06			38,220			24		0.06			36,724			40		0.11
Term certificates		121,342			1,080		0.89			126,255			1,274		1.01			130,326			1,559		1.20

Total deposits		371,373			1,792		0.48			371,169			2,137		0.58			369,514			2,755		0.75
FHLB advances		53,616			716		1.34			33,518			608		1.81			22,716			564		2.48

Total interest-bearing liabilities		424,989			2,508		0.59			404,687			2,745		0.68			392,230			3,319		0.85

Demand deposits		57,490								52,293								41,816
Other non-interest-bearing liabilities		9,628								9,380								8,762

Total non-interest-bearing liabilities		67,118								61,673								50,578

Total liabilities		492,107								466,360								442,808
Stockholders' equity		104,684								108,323								113,295

Total liabilities and stockholders' equity	$	596,791							$	574,683							$	556,103



Net interest income				$	17,612							$	16,648							$	17,010



Net interest rate spread(3)							3.00	%							2.92	%							3.12	%



Net interest-earning assets(4)	$	135,599							$	134,162							$	119,843



Net interest margin(5)							3.14	%							3.09	%							3.32	%



Ratio of interest-earning assets to total interest-bearing liabilities		1.32	x							1.33	x							1.31	x

The following table presents the effects of changing rates and volumes on our net interest income for the periods indicated. The rate column shows the effects attributable to changes in rate (change in

rate multiplied by prior volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate). The net column represents the sum of the prior columns. For purposes of this table, changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately, based on the changes due to rate and the changes due to volume.

	Years Ended September 30, 2014 vs. 2013									Years Ended September 30, 2013 vs. 2012									Years Ended September 30, 2012 vs. 2011

	Increase (Decrease) Due to									Increase (Decrease) Due to									Increase (Decrease) Due to
	Increase (Decrease) Due to						Total Increase (Decrease)			Increase (Decrease) Due to						Total Increase (Decrease)			Increase (Decrease) Due to						Total Increase (Decrease)
	Volume			Rate			Total Increase (Decrease)			Volume			Rate			Total Increase (Decrease)			Volume			Rate			Total Increase (Decrease)
	(In thousands)
Interest-earning assets:
Loans(1)	$	1,211		$	(840	)	$	371		$	1,419		$	(2,052	)	$	(633	)	$	1,705		$	(2,430	)	$	(725	)
Taxable securities(2)		111			247			358			(267	)		(47	)		(314	)		414			100			514
Other interest-earning assets		(32	)		(1	)		(33	)		32			(18	)		14			(109	)		50			(59	)
FHLB stock		1			30			31			(1	)		(2	)		(3	)		—			9			9

Total interest-earning assets		1,291			(564	)		727			1,183			(2,119	)		(936	)		2,010			(2,271	)		(261	)

Interest-bearing liabilities:
Deposits:
Savings		3			(17	)		(14	)		10			(28	)		(18	)		8			(131	)		(123	)
Money market accounts		(4	)		(135	)		(139	)		(6	)		(293	)		(299	)		82			(308	)		(226	)
NOW accounts		2			—			2			2			(18	)		(16	)		5			(29	)		(24	)
Term certificates		(50	)		(144	)		(194	)		(49	)		(236	)		(285	)		66			(383	)		(317	)

Total deposits		(49	)		(296	)		(345	)		(43	)		(575	)		(618	)		161			(851	)		(690	)
FHLB advances		365			(257	)		108			268			(224	)		44			(39	)		(142	)		(181	)

Total interest-bearing liabilities		316			(553	)		(237	)		225			(799	)		(574	)		122			(993	)		(871	)

Increase (decrease) in net interest income	$	975		$	(11	)	$	964		$	958		$	(1,320	)	$	(362	)	$	1,888		$	(1,278	)	$	610

Comparison of Financial Condition at September 30, 2014 and September 30, 2013

Total assets increased $16.1 million, or 2.8%, to $601.3 million at September 30, 2014, from $585.2 million at September 30, 2013. Loans, net increased $20.9 million, or 4.5%, to $486.9 million at September 30, 2014 from $466.0 million at September 30, 2013 primarily from loan originations of $75.9 million, of which $30.1 million were one-to four-family residential mortgage loans collateralized by properties in our market area and $23.9 million, were construction loans. Total cash and cash equivalents decreased $5.0 million, or 13.5%, to $32.1 million at September 30, 2014 from $37.1 million at September 30, 2013 as the funding of loan growth offset funds from customer deposits, FHLB of Boston advances and maturing investment securities. Securities available-for-sale decreased $5.4 million, or 38.0%, to $8.8 million at September 30, 2014, from $14.2 million at September 30, 2013. Securities held-to-maturity increased to $37.0 million at September 30, 2014, from $32.1 million at September 30, 2013.

Deposits increased to $434.5 million at September 30, 2014 from $425.1 million at September 30, 2013. The increase resulted from increases in money market deposits to $153.7 million at September 30, 2014 from $150.4 million at September 30, 2013, in demand deposits to $60.9 million at September 30, 2014 from $57.9 million at September 30, 2013, in NOW deposits to $41.4 million at September 30, 2014 from $38.6 million at September 30, 2013 and in term certificates to $122.0 million at September 30, 2014 from $120.8 million at September 30, 2013. These increases were offset by a decrease in savings accounts to $56.5 million at September 30, 2014 from $57.3 million at September 30, 2013.

Borrowings, consisting of FHLB of Boston advances, increased $9.0 million to $53.0 million at September 30, 2014 from $44.0 million at September 30, 2013. We took advantage of low interest rate short-term and long-term FHLB of Boston advances for liquidity purposes and to fund loan growth.

Total stockholders' equity decreased to $103.9 million at September 30, 2014 from $106.4 million at September 30, 2013. The decrease was primarily due to stock repurchases and retirements of 226,498 shares of the Company's commons stock totaling $4.1 million and dividends paid of $2.6 million during the period, offset primarily by net income of $1.5 million, stock-based compensation of $2.1 million and common stock released and committed to be released by the ESOP of $523,000 for the year ended September 30, 2014.

Comparison of Operating Results for the Years Ended September 30, 2014 and September 30, 2013

General. Net income for the year ended September 30, 2014 was $1.5 million as compared to net income of $2.3 million for the year ended September 30, 2013. Total interest and dividend income for the year ended September 30, 2014 was $20.1 million, compared to $19.4 million for year ended September 30, 2013, an increase of $727,000 or 3.8%. Total interest expense decreased to $2.5 million for the year ended September 30, 2014 from $2.7 million for the year ended September 30, 2013. The decrease was due to the decrease in interest expense on deposits, offset by an increase in interest expense on FHLB of Boston advances. The Company did not provide to the allowance for loan losses during the fiscal year ended September 30, 2014 as compared to a provision for loan losses of $200,000 during the year ended September 30, 2013. Total non-interest income was $1.6 million for the year ended September 30, 2014 compared to $1.9 million for the year ended September 30, 2013. The decrease was mainly due to the decrease in net gain on sales of mortgage loans of $165,000, or 87.3%, to $24,000 for the year ended September 30, 2104 from $189,000 for the year ended September 30, 2013. There were no other significant non-interest income increases or decreases. Total non-interest expense increased $1.9 million, or 13.3%, to $16.2 million for the year ended September 30, 2014 from $14.3 million for the year ended September 30, 2013. The increase in non-interest expense was due primarily to merger expenses in fiscal 2014, and increases in salaries and employee benefits, occupancy and advertising expense. The provision for income taxes decreased to $1.5 million for the year ended September 30, 2014 as compared to a provision for income taxes of $1.7 million for the year ended September 30, 2013.

Net Interest and Dividend Income. Net interest and dividend income for the year ended September 30, 2014 was $17.6 million, compared to $16.6 million for year ended September 31, 2013, an increase of $1.0 million, or 6.0%, as the increase in average balances on our total interest-earning assets of $21.8 million and the decrease in average costs of funds on our total interest-bearing liabilities of 9 basis points, offset the decrease in average yields on our total interest-earning assets of 1 basis point and the increase in average balances on our total interest-bearing liabilities of $20.3 million. The most significant increase in total interest-earning assets was the increase in the average loan balance to $482.6 million for the year ended September 30, 2014 compared to the average loan balance of $453.2 million for the year ended September 30, 2013. This was offset by a decrease in the average loan yield to 3.95% from 4.12%, respectively, for the years ended September 30, 2014 and 2013. We continue to competitively price our loan products to increase organic loan originations, however, the

average yield on loans continues to decline due to the paydown on our higher yielding loans replaced by the origination and purchase of lower yielding loans due to market conditions and competition with financial institutions in our lending area. In addition, the taxable securities average balance increased to $47.7 million from $40.3 million, respectively, for the years ended September 30, 2014 and 2013 along with the increase in the average yield of 52 basis points to 2.01% from 1.49%, respectively, for the years ended September 30, 2014 and 2013. During the year, the Company purchased higher yielding mortgage-backed securities as lower yielding U.S. Government corporations and agencies matured or were sold. The most significant decrease in total interest-bearing liabilities was the decrease in both term certificates average balance and the average rate. The average balance on term certificates decreased to $121.3 million from $126.3 million, respectively, for the years ended September 30, 2014 and 2013 and the average rate on term certificates decreased 12 basis points to 0.89% from 1.01%, respectively, for the years ended September 30, 2014 and 2013. Market conditions and margin compression resulted in the reduction of rates on term certificates. The decrease in total interest-bearing liabilities was offset by the increase in average balance in FHLB of Boston of $20.1 million to $53.6 million from $33.5 million, respectively, for the years ended September 30, 2014 and 2013. Management took advantage of lower cost short-term and long-term FHLB advances to fund loan growth as the average rate on FHLB advances decreased 47 basis points to 1.34% from 1.81%, respectively, for the years ended September 30, 2014 and 2013.

Provision for Loan Losses. We did not provide to the allowance for loan losses during the fiscal year ended September 30, 2014 compared to a $200,000 provision for the fiscal year ended September 30, 2013. The provision decreased due to changes in the composition of the loan portfolio and decreases in loan delinquencies, non-performing loans and classified assets, offset by an overall growth in the loan portfolio, particularly one-to four-family residential loans.

Non-interest Income. Non-interest income was $1.6 million and $1.9 million for the fiscal years ended September 30, 2014 and 2013, respectively, a decrease of $300,000, or 15.8%. The decrease in non-interest income was due primarily to decreases in both net gain on sales of mortgage loans and customer service fees. Net gain on sales of mortgage loans decreased $165,000 to $24,000 for the year ended September 30, 2014 from $189,000 for the year ended September 30, 2013, as the company sold loans with a principal balance of $602,000 for the year ended September 30, 2014 compared to $5.8 million for the year ended September 30, 2013. In addition, customer service fees decreased $49,000 to $776,000 for the year ended September 30, 2014 from $825,000 for the year ended September 30, 2013.

Non-interest Expense. Non-interest expense increased $1.9 million, or 13.3%, to $16.2 million for the year ended September 30, 2014 from $14.3 million for the year ended September 30, 2013. The increase in non-interest expense was due mainly to the increase in merger expense, salaries and employee benefits, advertising, occupancy and other operating expense. As a result of the Merger Agreement announced August 5, 2014 with Independent Bank Corp., the Company incurred non-tax deductible merger expenses of $778,000 during the year ended September 30, 2014. Salaries and employee benefits increased $542,000 to $10.3 million for the year ended September 30, 2014 from $9.8 million for the year ended September 30, 2013, advertising increased $154,000 to $651,000 for the year ended September 30, 2014 from $497,000 for the year ended September 30, 2013 and occupancy expense increased $119,000 to $1.1 million for the year ended September 30, 2014 from $965,000 for the year ended September 30, 2013. The increases were attributed to normal annual salary increases, accruals under our benefit plans, the cost associated with the equity incentive plan and additional staffing of the Westwood branch that opened in the 2014 second fiscal quarter. Other operating expense increased $125,000 to $1.1 million for the year ended September 30, 2014 from $1.0 million for the year ended September 30, 2013.

Income Taxes. The provision for income taxes was $1.5 million for the fiscal year ended September 30, 2014 as compared to the provision for income taxes of $1.7 million for the fiscal year ended September 30, 2013. The effective tax rates were 51.4% and 42.2% for the years ended September 30, 2014 and 2013, respectively. The increase in the effective tax rate was attributed primarily to the non-deductible merger expenses and the tax effect of increased stock-based compensation expense in fiscal 2014.

Comparison of Operating Results for the Years Ended September 30, 2013 and September 30, 2012

General. Net income for the year ended September 30, 2013 was $2.3 million as compared to net income of $1.7 million for the year ended September 30, 2012. Interest and dividend income for the year ended September 30, 2013 was $19.4 million, compared to $20.3 million for year ended September 30, 2012, a decrease of 4.6%. Interest expense decreased to $2.7 million for the year ended September 30, 2013 from $3.3 million for the year ended September 30, 2012. The decrease was due to the decrease in interest on deposits, offset by an increase in interest on FHLB advances. The provision for loan losses decreased $340,000 to $200,000 for the year ended September 30, 2013 from $540,000 during the year ended September 30, 2012. Non-interest income totaled $1.9 million for the year ended September 30, 2013 compared to $1.8 million for the year ended September 30, 2012. There were no significant increases or decreases in non-interest income. Non-interest expense increased $220,000, or 1.6%, to $14.3 million for the year ended September 30, 2013 from $14.1 million for the year ended September 30, 2012. The increase in non-interest expense resulted mainly from increases in salaries and employee benefits and professional fees, offset by decreases in advertising expense and other operating expense. The provision for income taxes decreased to $1.7 million for the year ended September 30, 2013 as compared to a provision for income taxes of $2.5 million for the year ended September 30, 2012.

Net Interest Income. Net interest and dividend income for the year ended September 30, 2013 was $16.6 million, compared to $17.0 million for year ended September 31, 2012, a decrease of $362,000, or 2.1%, as declining rates and margin compression continue to affect the Company. The decrease in net interest and dividend income was due to the decrease in the yield on our interest-earning assets and the increase in the average balance on interest-bearing liabilities. The yield on interest-earning assets decreased 37 basis points to 3.60% for the year ended September 30, 2013 from 3.97% for the year ended September 30, 2012. The most significant decrease was in the yield on loans, which decreased 46 basis points to 4.12% for the year ended September 30, 2013 from 4.58% for the year ended September 30, 2012. Rates on loans continue to decline due to the paydown on our higher yielding loans replaced by the origination and purchase of lower yielding loans due to market conditions and competition with financial institutions in our lending area. In addition, the average balance on interest-bearing liabilities increased $12.5 million to $404.7 million for the year ended September 30, 2013 from $392.2 million for the year ended September 30, 2012. The increase was due primarily to the increase in the average balance on FHLB advances. Management funded loan growth mainly with competitively priced FHLB advances resulting in the increase in the FHLB advances average balance to $33.5 million for the year ended September 30, 2013 from $22.7 million for the year ended September 30, 2012. Offsetting the decreases impacting net interest and dividend income noted above was the increase in the average balance on interest-earning assets and the decrease in cost of funds on interest-bearing liabilities. The average balance on interest-earning assets increased $26.7 million to $538.8 million for the year ended September 30, 2013 from $512.1 million for the year ended September 30, 2012. The increase was mainly due to the increase in average loan balances. We continue to competitively price our loan products to increase organic loan originations. In addition, the average rate on interest-bearing liabilities decreased 17 basis points to 0.68% for the year ended September 30, 2013 from 0.85% for the year ended September 30, 2012. The decrease was noted primarily in the decrease in cost of funds on FHLB advances as the average rate decreased 67 basis points to 1.81% for the year ended September 30, 2013 from 2.48% for the year ended September 30, 2012. The Company replaced maturing higher cost borrowings with lower rate FHLB advances during the year ended September 30, 2013.

Provision for Loan Losses. The loan loss provision for the years ended September 30, 2013 and September 30, 2012 was $200,000 and $540,000, respectively. The provision decreased primarily due to changes in the composition of the loan portfolio, including the increase in residential mortgage loans and the overall loan portfolio growth and decreases in non-accrual loans, classified loans and TDRs.

Non-interest Income. Non-interest income was $1.9 million and $1.8 million for the years ended September 30, 2013 and 2012, respectively, an increase of $21,000, or 1.1%. The increase in non-interest income was attributable primarily to a $41,000 increase in loan servicing fees, net and the increase in net gain on sales of mortgage loans of $20,000. These increases were offset by the decrease in other operating income of $19,000, the decrease in customer service fees of $13,000 and the decrease in the cash surrender value income of our bank-owned life insurance of $8,000.

Non-interest Expense. Non-interest expense increased $220,000, or 1.6%, to $14.3 million for the year ended September 30, 2013 from $14.1 million for the year ended September 30, 2012. During the year ended September 30, 2013, salaries and employee benefits expense increased to $9.8 million from $9.6 million for the year ended September 30, 2012, reflecting additional employees and normal annual salary increases, accruals under our benefit plans and the cost associated with the equity incentive plan. In addition, occupancy expense increased to $965,000 during fiscal year 2013 from $920,000 during fiscal year 2012, professional fees increased to $570,000 from $488,000, data processing increased to $853,000 from $811,000 and deposit insurance increased to $268,000 from $251,000. Partially offsetting these increases were decreases during the year ended September 2013, as equipment expense decreased to $390,000 from $437,000, advertising expense decreased to $497,000 from $558,000 and other operating expense decreased to $1.0 million from $1.1 million.

Income Taxes. The provision for income taxes was $1.7 million for the fiscal year ended September 30, 2013 as compared to the provision for income taxes of $2.5 million for the fiscal year ended September 30, 2012. The effective tax rates were 42.2% and 60.3% for the years ended September 30, 2013 and 2012, respectively. The decrease in the effective tax rate was attributed primarily to the decrease in the amount of the provision for the valuation allowance. During the years ended September 30, 2013 and 2012, the Company provided $30,000 and $991,000, respectively, for a valuation allowance against the deferred tax asset, relating to the charitable contribution made in conjunction with the establishment and funding of a charitable foundation in connection with our initial public offering in 2010. A valuation allowance is established against deferred tax assets when, based upon the available evidence, including historical and projected taxable income, management determines that it is more likely than not that some or all of the deferred tax asset will not be realized. The provision for the valuation allowance was based upon management's analysis of the deferred tax asset at September 30, 2013.

Our consolidated financial statements and related notes have been prepared in accordance with GAAP. GAAP requires the measurement of financial position and operating results in terms of historical dollars without consideration of changes in the relative purchasing power of money over time due to inflation. The impact of inflation is reflected in the increased cost of our operations. Unlike industrial companies, our assets and liabilities are primarily monetary in nature. As a result, changes in market interest rates have a greater impact on performance than the effects of inflation.

Footnote 3 in the Notes to the Consolidated Financial Statements, which is included in Item 8 of this Report, discusses new accounting pronouncements adopted by the Company in fiscal year 2014 and the expected impact of accounting pronouncements recently issued but not yet required to be adopted.

General. Our most significant form of market risk is interest rate risk because, as a financial institution, the majority of our assets and liabilities are sensitive to changes in interest rates. Therefore, a principal part of our operations is to manage interest rate risk and limit the exposure of our net interest income to changes in market interest rates. Our board of directors has established an Asset/Liability Management Committee ("ALCO"), which is responsible for evaluating the interest rate risk inherent in our assets and liabilities, for determining the level of risk that is appropriate, given our business strategy, operating environment, capital, liquidity and performance objectives, and for managing this risk consistent with the guidelines approved by the board of directors.

Historically, we have operated as a traditional thrift institution. A significant portion of our assets consist of longer-term, fixed- and adjustable-rate residential mortgage loans and mortgage-backed securities, which we funded primarily with checking and savings accounts and short-term borrowings. In recent years, in an effort to improve our earnings and to decrease our exposure to interest rate risk, we generally have sold long-term (primarily 20- and 30-year), fixed-rate, conforming one- to four-family residential mortgage loans and we have shifted our focus to originating and purchasing more higher-yielding, fixed-rate jumbo loans and adjustable-rate jumbo loans (generally with rates that adjust after the initial 5 years) and more commercial real estate loans, which generally have shorter maturities than one- to four-family residential mortgage loans, and are usually originated with adjustable interest rates. Additionally, to increase our liquidity and further reduce our exposure to interest rate risk, in recent years we have sold a substantial amount of our short-term, mortgage-backed securities in the relatively low interest rate environment.

In addition to the above strategies with respect to our lending activities, we have used the following strategies to reduce our interest rate risk:

We have not conducted hedging activities, such as engaging in futures, options or swap transactions, or investing in high-risk mortgage derivatives, such as collateralized mortgage obligations, residual interests, real estate mortgage investment conduit residual interests or stripped mortgage backed securities.

Management of Market Risk. Market risk is the risk of loss due to adverse changes in market prices and rates, and typically encompasses exposures such as sensitivity to changes in market interest rates, foreign currency exchange rates, and commodity prices. The Bank has no exposure to foreign currency exchange or commodity price movements. Because net interest income is the Bank's primary source of revenue, interest rate risk is a significant market risk to which the Bank is exposed.

Interest rate risk is the exposure of the Bank's net interest income in response to movements in interest rates. Net interest income is affected by changes in interest rates as well as by fluctuations in the level and duration of the Bank's assets and liabilities. Over and above the influence that interest rates have on net interest income, changes in rates may also affect the volume of lending activity, the ability of borrowers to repay variable rate loans, the volume of loan prepayments and refinancing, the availability, mix and cost of deposits and other funding alternatives, and the market value of the Bank's assets and liabilities.

Exposure to interest rate risk is managed by the Bank through periodic evaluations of the current interest rate risk inherent in its rate-sensitive assets and liabilities, primarily deposits, borrowings, loans and investment securities, coupled with determinations of the level of risk considered appropriate given the Bank's capital and liquidity requirements, business strategy and performance objectives. Through such management, the Bank seeks to manage the vulnerability of its net interest income to changes in interest rates.

The ALCO, comprised of several members of senior management and two members of the board of directors, is responsible for managing interest rate risk. On a quarterly basis, this committee reviews with the board of directors its analysis of our exposure to interest rate risk, the effect subsequent changes in interest rates could have on the Bank's future net interest income, key interest rate risk strategies and other activities, and the effect of those strategies on the Bank's operating results. This committee is also involved in the Bank's planning and budgeting process as well as in determining pricing strategies for deposits and loans. Management is aided in these efforts by the use of an independent third party that convenes with management on a quarterly basis for a complete asset/liability analysis and review.

The primary method that ALCO uses for measuring and evaluating interest rate risk is an income simulation analysis. This analysis considers the maturity and interest rate repricing characteristics of all of our interest-earning assets and interest-bearing liabilities, as well as the relative sensitivities of these balance sheet components over a range of interest rate scenarios. Interest rate scenarios tested generally include parallel and flattening/steepening rate ramps over a one-year period, and static, or flat, rates. The simulation analysis is used to measure the exposure of net interest income to changes in interest rates over a specified time horizon, usually a two-year period. The simulations also show the net interest income volatility for up to five years.

For September 30, 2014, we used a simulation model to project changes for four rate scenarios. This analysis calculates the difference between net interest income forecasts for these scenarios compared to the net interest income forecast using a flat rate scenario. In each of these instances, Federal Funds is used as the driving rate.

The table below sets forth, as of September 30, 2014, the estimated changes in the Bank's economic value of equity and net interest income that would result from the designated immediate changes in the Federal Funds rate.

The income simulation model includes various assumptions regarding the re-pricing relationships for each of our products. Many of our assets are floating rate loans tied to the Prime rate, which are

assumed to re-price immediately and to the same extent as the change in market rates, according to their contracted index. Many of these credit relationships, however, now have interest rate "floors" at "above market" levels. Many of these loans may not re-price with the first couple of increases in short-term interest rates. Conversely, we have various transaction account products that would not increase or decrease in the same increments or at the same speed. Money market accounts, as an example, are assumed to increase sooner and in larger increments than savings and NOW accounts. These assumptions are based on our prior experience with the changes in rates paid on these non-maturity deposits coincident with changes in market interest rates. The model begins by disseminating data into appropriate repricing buckets. Assets and liabilities are then assigned a multiplier to simulate how much that particular balance sheet item will reprice when interest rates change. The final step is to simulate the timing effect of assets and liabilities with a month-by-month simulation to estimate the change in interest income and expense over the next 12 months.

This analysis indicates the impact of changes in net interest income for the given set of rate changes and assumptions. It does not incorporate any balance sheet growth, and it assumes that the structure and composition of the balance sheet will remain comparable to the structure at the start of the simulation. It does not account for other factors that might impact this analysis, including changes by management to mitigate the impact of interest rate changes or secondary impacts such as changes to our credit risk profile as interest rates change. Furthermore, loan prepayment rate estimates and spread relationships change regularly. Interest rate changes create changes in actual loan prepayment rates that differ from the market estimates incorporated in this analysis. Changes that vary significantly from the assumptions may have significant effects on our net interest income.

For the rising interest rate scenarios, the base market interest rate forecast was increased, on an instantaneous and sustained basis, by 100, 200 and 300 basis points. For the falling interest rate scenario, the base market interest rate forecast was decreased, on an instantaneous and sustained basis, by 100 basis points. At September 30, 2014, our net interest income exposure related to these hypothetical changes in market interest rates was within our established guidelines.

There are inherent shortcomings to income simulations, given the number and variety of assumptions that must be made in performing the analysis. The assumptions relied upon in making these calculations of interest rate sensitivity include the level of market interest rates, the shape of the yield curve, the degree to which certain assets and liabilities with similar attributes react to changes in market interest rates, and the degree to which non-maturity deposits, such as checking accounts, react to changes in market rates. Although the analysis shown above provides an indication of the Bank's sensitivity to interest rate changes at a point in time, these estimates are not intended to and do not provide a precise forecast of the effect of changes in market interest rates on the Bank's net interest income and may differ from actual results.

Liquidity is the ability to meet current and future financial obligations. Our primary sources of funds consist of deposit inflows, loan repayments, advances from the FHLB of Boston, principal repayments and loan sales and the sale of available-for-sale securities. While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and mortgage prepayments are greatly influenced by general interest rates, economic conditions and competition. Our Asset/Liability Management Committee, under the direction of our Chief Financial Officer, is responsible for establishing and monitoring our liquidity targets and strategies in order to ensure that sufficient liquidity exists for meeting the borrowing needs and deposit withdrawals of our customers as well as unanticipated contingencies. We believe that we have enough sources of liquidity to satisfy our short- and long-term liquidity needs as of September 30, 2014.

We regularly monitor and adjust our investments in liquid assets based upon our assessment of:

Excess liquid assets are invested generally in interest-earning deposits and short-term securities and are also used to pay off short-term borrowings.

Our most liquid assets are cash and cash equivalents. The level of these assets is dependent on our operating, financing, lending and investing activities during any given period. At September 30, 2014, cash and cash equivalents totaled $32.1 million.

Our cash flows are derived from operating activities, investing activities and financing activities as reported in our Consolidated Statements of Cash Flows included in our Consolidated Financial Statements.

At September 30, 2014, we had $5.3 million in loan commitments outstanding, $1.8 million of which were for fixed-rate loans and $3.5 million of which were for adjustable-rate loans. In addition to commitments to originate loans, we had $32.3 million in unused lines of credit to borrowers and $20,000 in standby letters of credit. Term certificates due within one year of September 30, 2014 totaled $66.8 million, or 54.7% of our term certificates. If these deposits do not remain with us, we may be required to seek other sources of funds, including loan sales, brokered deposits, repurchase agreements and FHLB advances. Depending on market conditions, we may be required to pay higher rates on such deposits or other borrowings than we currently pay on the term certificates, or on our money market accounts. We believe, however, based on historical experience and current market interest rates that we will retain upon maturity a large portion of our term certificates with maturities of one year or less as of September 30, 2014.

Our primary investing activity is originating loans. During the fiscal years ended September 30, 2014 and 2013, we originated $75.9 million and $113.3 million of loans, respectively. Additionally, during the fiscal years ended September 30, 2014 and 2013, we purchased $40.8 million and $31.2 million of loans, respectively.

Financing activities consist primarily of activity in deposit accounts and FHLB of Boston advances. We experienced a net increase in deposits of $9.4 million during the year ended September 30, 2014. Deposit flows are affected by the overall level of interest rates, the interest rates and products offered by us and our local competitors, and by other factors.

Liquidity management is both a daily and long-term function of business management. If we require funds beyond our ability to generate them internally, borrowing agreements exist with the FHLB of Boston, which provide an additional source of funds. We have historically relied on FHLB of Boston advances as a funding source and expect that we will continue to utilize these as a source of funding. FHLB of Boston advances increased $9.0 million to $53.0 million at September 30, 2014, from $44.0 million at September 30, 2013. At September 30, 2014, we had the ability to borrow up to an additional $68.0 million from the FHLB of Boston.

Capital Resources. The Bank is subject to various regulatory capital requirements, including a risk-based capital measure. The risk-based capital guidelines include both a definition of capital and a framework for calculating risk-weighted assets by assigning balance sheet assets and off-balance sheet items to broad risk categories. At September 30, 2014, the Bank exceeded all regulatory capital requirements. The Bank is considered "well capitalized" under regulatory guidelines. See "Supervision

and Regulation—Federal Banking Regulation—Capital Requirements" and Note 15 to the Consolidated Financial Statements.

Commitments. As a financial services provider, we routinely are a party to various financial instruments with off-balance-sheet risks, such as commitments to extend credit and unused lines of credit. While these contractual obligations represent our potential future cash requirements, a significant portion of commitments to extend credit may expire without being drawn upon. Such commitments are subject to the same credit policies and approval process accorded to loans we make. In addition, we enter into commitments to sell mortgage loans. For additional information, see Note 12 of the Notes to our Consolidated Financial Statements.

The following table presents information indicating various Company loan commitments outstanding and their respective maturity dates as of September 30, 2014:

	September 30, 2014

	One Year or Less		More than One Year Through Three Years		More than Three Years Through Five Years		Over Five Years		Total
	(In thousands)
Commitments to originate loans	$	5,337	$	—	$	—	$	—	$	5,337
Unadvanced portions of loans:
Construction loans		4,333		2,201		—		—		6,534
Commercial real estate lines of credit		200		190		279		10,634		11,303
Home equity lines of credit		51		672		62		10,522		11,307
Consumer		—		—		—		638		638
Commercial		1,124		677		—		628		2,429
Standby letters of credit		20		—		—		—		20

Total	$	11,065	$	3,740	$	341	$	22,422	$	37,568

Contractual Obligations. In the ordinary course of our operations, we enter into certain contractual obligations. Such obligations include operating leases for premises and equipment, agreements with respect to borrowed funds and deposit liabilities and agreements with respect to investments.

The following table presents information indicating various contractual obligations and commitments of the Company as of September 30, 2014 and their respective maturity dates:

The Board of Directors and Stockholders
Peoples Federal Bancshares, Inc.
Brighton, Massachusetts

We have audited the accompanying consolidated balance sheets of Peoples Federal Bancshares, Inc. and Subsidiaries as of September 30, 2014 and 2013 and the related consolidated statements of income, comprehensive income, changes in stockholders' equity and cash flows for each of the three years in the period ended September 30, 2014. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated 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 Peoples Federal Bancshares, Inc. and Subsidiaries as of September 30, 2014 and 2013, and the consolidated results of their operations and their cash flows for each of the three years in the period ended September 30, 2014, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Peoples Federal Bancshares, Inc. and Subsidiaries' internal controls over financial reporting as of September 30, 2014, based on criteria established in Internal Control—Integrated Framework (1992 version) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated December 12, 2014 expressed an unqualified opinion thereon.

The Board of Directors and Stockholders
Peoples Federal Bancshares, Inc.
Brighton, Massachusetts

We have audited Peoples Federal Bancshares, Inc. and Subsidiaries' internal control over financial reporting as of September 30, 2014, based on criteria established in Internal Control—Integrated Framework (1992 version) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Peoples Federal Bancshares, Inc. and Subsidiaries' management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report of Management on Peoples Federal Bancshares, Inc.'s Internal Control over Financial Reporting. Our responsibility is to express an opinion on the company's internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk and performing such other procedures as we consider necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Peoples Federal Bancshares, Inc. and Subsidiaries maintained, in all material respects, effective internal control over financial reporting as of September 30, 2014, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Peoples Federal Bancshares, Inc. and Subsidiaries as of September 30, 2014 and 2013, and the related consolidated statements of income, comprehensive income, changes in stockholders' equity and cash flows for each of the three years in the period ended September 30, 2014 and our report dated December 12, 2014 expressed an unqualified opinion thereon.

	September 30,

	2014			2013
	(In thousands, except share data)
ASSETS
Cash and due from banks	$	4,301		$	4,047
Interest-bearing demand deposits with other banks		25,945			30,906
Federal funds sold		364			79
Federal Home Loan Bank—overnight deposit		1,502			2,102


Total cash and cash equivalents		32,112			37,134
Securities available-for-sale		8,819			14,225
Securities held-to-maturity (fair values of $36,965 and $32,105)		37,010			32,054
Federal Home Loan Bank stock (at cost)		4,252			3,775
Loans		490,899			470,086
Allowance for loan losses		(4,026	)		(4,037	)


Loans, net		486,873			466,049


Premises and equipment, net		3,614			3,465
Cash surrender value of life insurance policies		20,639			20,007
Accrued interest receivable		1,486			1,448
Deferred income tax asset, net		5,238			5,432
Other assets		1,241			1,657


Total assets	$	601,284		$	585,246




LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Non-interest-bearing	$	60,862		$	57,891
Interest-bearing		373,675			367,202


Total deposits		434,537			425,093
Short-term borrowings		2,000			6,000
Long-term debt		51,000			38,000
Accrued expenses and other liabilities		9,857			9,801


Total liabilities		497,394			478,894


Stockholders' equity:
Preferred stock, $0.01 par value; 50,000,000 shares authorized; none issued		—			—
Common stock, $0.01 par value; 100,000,000 shares authorized; 6,239,436 and 6,465,934 shares issued and outstanding at September 30, 2014 and 2013, respectively		62			65
Additional paid-in capital		56,814			60,039
Retained earnings		54,010			55,103
Accumulated other comprehensive loss		(26	)		(30	)
Unearned restricted shares; 162,866 and 256,894 shares at September 30, 2014 and 2013, respectively		(2,614	)		(4,183	)
Unearned compensation—ESOP		(4,356	)		(4,642	)


Total stockholders' equity		103,890			106,352


Total liabilities and stockholders' equity	$	601,284		$	585,246

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

PEOPLES FEDERAL BANCSHARES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

	Years Ended September 30,

	2014		2013		2012
	(Dollars in thousands, except share data)
Interest and dividend income:
Interest and fees on loans	$	19,061	$	18,690	$	19,323
Interest on debt securities:
Taxable		958		600		914
Other interest		54		87		73
Dividends on equity securities		47		16		19


Total interest and dividend income		20,120		19,393		20,329


Interest expense:
Interest on deposits		1,792		2,137		2,755
Interest on Federal Home Loan Bank advances		716		608		564


Total interest expense		2,508		2,745		3,319


Net interest and dividend income		17,612		16,648		17,010
Provision for loan losses		—		200		540


Net interest and dividend income, after provision for loan losses		17,612		16,448		16,470


Non-interest income:
Customer service fees		776		825		838
Loan servicing fees, net		39		43		2
Net gain on sales of mortgage loans		24		189		169
Net gain on sales of securities available-for-sale		3		—		—
Increase in cash surrender value of life insurance		632		643		651
Other income		136		154		173


Total non-interest income		1,610		1,854		1,833


Non-interest expense:
Salaries and employee benefits		10,341		9,799		9,587
Occupancy expense		1,084		965		920
Equipment expense		446		390		437
Professional fees		613		570		488
Advertising expense		651		497		558
Data processing expense		896		853		811
Deposit insurance expense		280		268		251
Merger expense		778		—		—
Other expense		1,129		1,004		1,074


Total non-interest expense		16,218		14,346		14,126


Income before income taxes		3,004		3,956		4,177
Provision for income taxes		1,545		1,671		2,520


Net income	$	1,459	$	2,285	$	1,657




Weighted-average shares outstanding:
Basic		5,672,374		5,875,741		6,175,042
Diluted		5,736,860		5,915,400		6,183,718
Earnings per common share:
Basic	$	0.25	$	0.37	$	0.26
Diluted	$	0.25	$	0.37	$	0.26

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

PEOPLES FEDERAL BANCSHARES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

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

PEOPLES FEDERAL BANCSHARES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

	Common Stock												Accumulated Other Comprehensive Income (Loss)

	Common Stock						Additional Paid-In Capital			Retained Earnings						Unearned Restricted Shares			Unearned Compensation— ESOP			Treasury Stock			Total Stockholders' Equity
	Shares			Amount			Additional Paid-In Capital			Retained Earnings						Unearned Restricted Shares			Unearned Compensation— ESOP			Treasury Stock			Total Stockholders' Equity
	(Dollars in thousands, except share amounts)
Balance at September 30, 2011		7,141,500		$	71		$	69,437		$	53,677		$	56		$	—		$	(5,213	)	$	(2,326	)	$	115,702
Net income		—			—			—			1,657			—			—			—			—			1,657
Other comprehensive income		—			—			—			—			57			—			—			—			57
Purchase of shares for stock repurchase plan (527,996 shares)		—			—			—			—			—			—			—			(8,027	)		(8,027	)
Retirement of treasury stock		(414,596	)		(4	)		(6,437	)		—			—			—			—			6,441			—
Restricted stock awards (281,700 shares)		—			—			446			—			—			(4,358	)		—			3,912			—
Restricted stock awards earned (37,560 shares)		—			—			—			—			—			581			—			—			581
Stock option expense		—			—			308			—			—			—			—			—			308
Common stock released by ESOP (7,142 shares)		—			—			24			—			—			—			71			—			95
Common stock held by ESOP committed to be released (21,425 shares)		—			—			131			—			—			—			215			—			346
Dividends paid ($0.03 per share)		—			—			—			(181	)		—						—			—			(181	)


Balance at September 30, 2012		6,726,904			67			63,909			55,153			113			(3,777	)		(4,927	)		—			110,538
Net income		—			—			—			2,285			—			—			—			—			2,285
Other comprehensive loss		—			—			—			—			(143	)		—			—			—			(143	)
Purchase and retirement of shares for stock repurchase plan		(336,345	)		(3	)		(6,012	)		—			—			—			—			—			(6,015	)
Restricted stock awards		75,375			1			1,393			—			—			(1,394	)		—			—			—
Restricted stock awards earned (62,621 shares)		—			—			—			—			—			988			—			—			988
Tax benefit of vested restricted stock awards (56,340 shares)		—			—			51			—			—			—			—			—			51
Stock option expense		—			—			473			—			—			—			—			—			473
Common stock released by ESOP (7,142 shares)		—			—			50			—			—			—			71			—			121
Common stock held by ESOP committed to be released (21,425 shares)		—			—			175			—			—			—			214			—			389
Dividends paid ($0.39 per share)		—			—			—			(2,335	)		—			—			—			—			(2,335	)


Balance at September 30, 2013		6,465,934			65			60,039			55,103			(30	)		(4,183	)		(4,642	)		—			106,352
Net income		—			—			—			1,459			—			—			—			—			1,459
Other comprehensive income		—			—			—			—			4			—			—			—			4
Purchase and retirement of shares for stock repurchase plan		(226,498	)		(3	)		(4,073	)		—			—			—			—			—			(4,076	)
Restricted stock awards earned (94,028 shares)		—			—			—			—			—			1,569			—			—			1,569
Tax benefit of vested restricted stock awards (94,028 shares)		—			—			80			—			—			—			—			—			80
Stock option expense		—			—			531			—			—			—			—			—			531
Common stock released by ESOP (7,142 shares)		—			—			53			—			—			—			71			—			124
Common stock held by ESOP committed to be released (21,425 shares)		—			—			184			—			—			—			215			—			399
Dividends paid ($0.43 per share)		—			—			—			(2,552	)		—			—			—			—			(2,552	)


Balance at September 30, 2014		6,239,436		$	62		$	56,814		$	54,010		$	(26	)	$	(2,614	)	$	(4,356	)	$	—		$	103,890

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

PEOPLES FEDERAL BANCSHARES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Years Ended September 30,

	2014			2013			2012
	(In thousands)
Cash flows from operating activities:
Net income	$	1,459		$	2,285		$	1,657
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of securities, net		165			269			291
Net gain on sales of securities available for sale		(3	)		—			—
Provision for loan losses		—			200			540
Change in net deferred loan fees		(212	)		(188	)		(522	)
Depreciation and amortization		471			408			436
(Increase) decrease in accrued interest receivable		(38	)		141			(62	)
Income on cash surrender value of life insurance		(632	)		(643	)		(651	)
Decrease in other assets		500			694			183
(Decrease) increase in accrued expenses and other liabilities		(95	)		(688	)		2,639
(Increase) decrease in prepaid income taxes		(66	)		7			235
Increase (decrease) in income taxes payable		213			(41	)		60
Deferred income tax expense (benefit)		192			(220	)		585
Stock based compensation expense		2,100			1,461			889
Tax benefit of vested restricted stock awards		(80	)		(51	)		—
ESOP expense		523			510			441


Net cash provided by operating activities		4,497			4,144			6,721


Cash flows from investing activities:
Activity in securities available-for-sale:
Sales		6,003			—			—
Purchases		(3,849	)		(4,063	)		(22,413	)
Maturities, prepayments and calls		3,233			11,218			29,300
Activity in securities held-to-maturity:
Purchases		(10,114	)		(14,818	)		(14,537	)
Maturities, prepayments and calls		5,021			8,450			8,045
(Purchases) redemptions of Federal Home Loan Bank stock		(477	)		239			325
Loan originations and principal collections, net		20,136			16,103			(315	)
Purchased loans		(40,831	)		(31,151	)		(43,356	)
Recovery of loans previously charged off		83			21			42
Capital expenditures		(620	)		(296	)		(195	)


Net cash used in investing activities		(21,415	)		(14,297	)		(43,104	)

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

	Years Ended September 30,

	2014			2013			2012
	(In thousands)
Cash flows from financing activities:
Net increase (decrease) in:
Demand deposits, NOW and savings accounts		8,209			15,264			16,981
Term certificates		1,235			(6,919	)		(12,878	)
Short-term borrowings		(4,000	)		(2,000	)		8,000
Activity in long-term debt:
Proceeds from advances		25,000			16,000			10,000
Payment of advances		(12,000	)		(3,000	)		(3,000	)
Common stock repurchased		(4,076	)		(6,015	)		(8,027	)
Tax benefit of vested restricted stock awards		80			51			—
Dividends paid		(2,552	)		(2,335	)		(181	)


Net cash provided by financing activities		11,896			11,046			10,895


Net (decrease) increase in cash and cash equivalents		(5,022	)		893			(25,488	)
Cash and cash equivalents at beginning of year		37,134			36,241			61,729


Cash and cash equivalents at end of year	$	32,112		$	37,134		$	36,241




Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest	$	2,508		$	2,744		$	3,298
Income taxes paid		1,206			1,924			1,640

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

PEOPLES FEDERAL BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

On October 22, 2014, the Company filed a Definitive Proxy Statement with the Securities and Exchange Commission that provides additional information related to the Merger.

Peoples Federal Bancshares, Inc. (the "Company") is a Maryland corporation organized in 2010 for the purpose of becoming the stock holding company of Peoples Federal Savings Bank (the "Bank") in connection with the mutual to stock conversion of Peoples Federal MHC, the Bank's former holding company. The Company has two wholly-owned subsidiaries, the Bank and Peoples Funding Corporation ("PFC"). The Bank was organized in 1888, and in 2005 reorganized into a mutual holding company structure. The Bank is headquartered in Brighton, Massachusetts. The Bank operates its business from seven banking offices located in Brighton, Allston, West Roxbury, Jamaica Plain, Brookline, West Newton and Norwood. The Bank is engaged principally in the business of providing a variety of financial services to individuals and small businesses primarily in the form of various deposit products and residential and commercial mortgage lending products. PFC was formed for the purpose of making a loan to the Peoples Federal Savings Bank Employee Stock Ownership Plan (the "ESOP").

The accounting and reporting policies of the Company and its subsidiaries conform to accounting principles generally accepted in the United States of America and predominant practices within the banking industry. The consolidated financial statements were prepared using the accrual basis of accounting. The significant accounting policies are summarized below to assist the reader in better understanding the consolidated financial statements and other data contained herein.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

The consolidated financial statements include the accounts of Peoples Federal Bancshares, Inc. and its wholly-owned subsidiaries, Peoples Federal Savings Bank and Peoples Funding Corporation. All significant intercompany accounts and transactions have been eliminated in the consolidation.

Management evaluates the Company's performance and allocates resources based on a single segment concept. Accordingly, there are no separately identified operating segments for which discrete financial information is available. The Company does not derive revenues from, or have assets located in, foreign countries, not does it derive revenues from any single customer that represents 10% or more of the Company's total revenues.

Certain amounts have been reclassified in the 2013 and 2012 consolidated financial statements to conform to the 2014 presentation.

For purposes of reporting cash flows, cash and cash equivalents include cash on hand, cash items, due from banks, interest-bearing demand deposits with other banks, federal funds sold and Federal Home Loan Bank—overnight deposit.

Cash and due from banks as of September 30, 2014 and 2013 includes $1,627,000 and $2,344,000, which is subject to withdrawals and usage restrictions to satisfy the reserve requirements of the Federal Reserve Bank.

As of September 30, 2014 and 2013, the Company had $1,886,000 and $4,277,000, respectively, on deposit with the Federal Home Loan Bank of Boston, representing approximately 1.8% and 4.0%, respectively, of total stockholders' equity of the Company.

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

Level 1—Valuations for assets and liabilities traded in active exchange markets, such as the New York Stock Exchange. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities.

Level 2—Valuations for assets and liabilities traded in less active dealer or broker markets. Valuations are obtained from third party pricing services for identical or comparable assets or liabilities.

Level 3—Valuations for assets and liabilities that are derived from other methodologies, including option pricing models, discounted cash flow models and similar techniques, and are not based on market exchange, dealer, or broker traded transactions. Level 3 valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets and liabilities.

Transfers between levels are recognized at the actual date of the event that caused the transfer, if applicable.

Investments in debt securities are adjusted for amortization of premiums and accretion of discounts computed utilizing a method that approximates the interest method. Gains or losses on sales of investment securities are computed on a specific identification basis.

The Company classifies debt and equity securities into one of three categories: held-to-maturity, available-for-sale or trading. These security classifications may be modified after acquisition only under certain specified conditions. In general, securities may be classified as held-to-maturity only if the Company has the positive intent and ability to hold them to maturity. Trading securities are defined as those bought and held principally for the purpose of selling them in the near term. All other securities must be classified as available-for-sale.

Held-to-maturity securities are measured at amortized cost in the consolidated balance sheets. Unrealized holding gains and losses are not included in earnings or in a separate component of stockholders' equity. They are merely disclosed in the notes to the consolidated financial statements.

Available-for-sale securities are carried at fair value on the consolidated balance sheets. Unrealized holding gains and losses are not included in earnings, but are reported as a net amount (less expected tax) in a separate component of stockholders' equity until realized.

Trading securities are carried at fair value on the consolidated balance sheets. Unrealized holding gains and losses for trading securities are included in earnings.

Interest and dividends on securities are included in net interest and dividend income.

Each reporting period, the Company evaluates all debt securities with a decline in fair value below the amortized cost of the investment to determine whether or not the impairment is deemed to be other-than-temporary ("OTTI"). OTTI is required to be recognized if (1) the Company intends to sell the security or (2) it is "more likely than not" that the Company will be required to sell the security before recovery of its amortized cost basis. For impaired debt securities that the Company intends to sell, or more likely than not will be required to sell, the full amount of the impairment is recognized as OTTI through earnings. For all other impaired debt securities, credit-related OTTI is recognized through earnings and non-credit related OTTI is recognized in other comprehensive income, net of applicable taxes.

Declines in marketable equity securities below their cost that are deemed other than temporary are reflected in earnings as realized losses.

The Bank, as a member of the Federal Home Loan Bank ("FHLB") system, is required to maintain an investment in capital stock of the FHLB. Based on redemption provisions of the FHLB, the stock has no quoted market value and is carried at cost. At its discretion, the FHLB may declare dividends on the stock. The Bank reviews for impairment based on the ultimate recoverability of the cost basis in the FHLB stock. As of September 30, 2014, no impairment has been recognized.

Loans held-for-sale in the secondary market are carried at the lower of cost or estimated fair value in the aggregate. Net unrealized losses are provided for in a valuation allowance by charges to operations.

Loans receivable that management has the intent and ability to hold until maturity or payoff are reported at their outstanding principal balances adjusted for amounts due to borrowers on unadvanced loans, any charge-offs, the allowance for loan losses and any deferred fees or costs on originated loans, or unamortized premiums or discounts on purchased loans.

Loan origination and commitment fees and certain direct origination costs are deferred, and the net amount amortized as an adjustment of the related loan's yield. The Company is amortizing these amounts over the contractual lives of the related loans.

Mortgage loans are generally placed on non-accrual when reaching 90 days past due or in the process of foreclosure. Secured consumer loans are written down to realizable value and unsecured consumer loans are charged off upon reaching 120 or 180 days past due depending on the type of loan. Commercial loans, which are 90 days or more past due are generally placed on non-accrual status, unless adequately secured and in the process of collection.

When a loan has been placed on non-accrual status, previously accrued and uncollected interest is reversed against interest on loans. A loan can be returned to accrual status when collectibility of all contractual principal and interest is reasonably assured and the loan has performed for a period of time, generally six months.

Cash receipts of interest income on impaired loans are credited to principal to the extent necessary to eliminate doubt as to the collectibility of the recorded investment of the loan. Some or all of the cash receipts of interest income on impaired loans is recognized as interest income if the remaining net carrying amount of the loan is deemed to be fully collectible. When recognition of interest income on an impaired loan on a cash basis is appropriate, the amount of income that is recognized is limited to that which would have been accrued on the net carrying amount of the loan at the contractual interest rate. Any cash interest payments received in excess of the limit and not applied to reduce the net carrying amount of the loan are recorded as recoveries of charge-offs until the charge-offs are fully recovered.

The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to earnings. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance.

The allowance for loan losses is evaluated on a regular basis by management and is based upon management's periodic review of the collectibility of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower's ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective, as it requires estimates that are susceptible to significant revision as more information becomes available.

The general component of the allowance for loan losses is based on historical loss experience adjusted for qualitative factors stratified by the following loan segments: residential loans, commercial real estate, construction, consumer and commercial.

Management uses a rolling average of historical losses based on a time frame appropriate to capture relevant loss data for each loan segment. This historical loss factor is adjusted for the following qualitative factors: levels/trends in delinquencies; trends in volume and terms of loans; effects of changes in risk selection and underwriting standards and other changes in lending policies, procedures and practices; experience/ability/depth of lending management and staff; and national and local economic trends and conditions.

The qualitative factors are determined based on the various risk characteristics of each loan segment. Risk characteristics relevant to each portfolio segment are as follows:

Residential loans: The Company generally does not originate loans with a loan-to-value ratio greater than 80 percent. All loans in this segment are collateralized by residential real estate and repayment is dependent on the credit quality of the individual borrower. The overall health of the economy, including unemployment rates and housing prices, will have an effect on the credit quality in this segment.

Commercial real estate: Loans in this segment are primarily income-producing properties throughout Eastern Massachusetts. The underlying cash flows generated by the properties are adversely impacted by a downturn in the economy as evidenced by increased vacancy rates, which in turn, will have an effect on the credit quality in this segment. Management periodically obtains rent rolls and continually monitors the cash flows of these loans.

Construction loans: Loans in this segment primarily include speculative real estate development loans for which payment is derived from sale of the property. Credit risk is affected by cost overruns, time to sell at an adequate price and market conditions.

Consumer loans: Loans in this segment are generally unsecured and repayment is dependent on the credit quality of the individual borrower.

Commercial loans: Loans in this segment are made to businesses and are generally secured by assets of the business. Repayment is expected from the cash flows of the business. A weakened economy, and resultant decreased consumer spending, will have an effect on the credit quality in this segment.

The allocated component relates to loans that are classified as impaired. Impairment is measured on a loan by loan basis for commercial, commercial real estate and construction loans by either the present value of expected future cash flows discounted at the loan's effective interest rate, except that as a practical expedient, based on the loan's observable market price or the fair value of the collateral if the loan is collateral dependent. An allowance is established when the discounted cash flow (observable market price or collateral value) of the impaired loan is lower than the recorded investment of that loan.

Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, the Company does not separately identify individual consumer and residential loans for impairment evaluation, unless such loans are subject to a troubled debt restructuring agreement or have been identified as impaired as part of a larger customer relationship.

A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired.

Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower's prior payment record and the amount of the shortfall in relation to the principal and interest owed.

The Company periodically may agree to modify the contractual terms of loans. When a loan is modified and a concession is made to a borrower experiencing financial difficulty, the modification is considered a troubled debt restructuring ("TDR"). Such concessions typically include a reduction of an interest rate below market rate, taking into account the credit quality of the borrower, a significant reduction or deferral of payments and/or interest or an extension of the maturity date. All TDRs are initially classified as impaired.

An unallocated component is maintained to cover uncertainties that could affect management's estimate of probable losses. The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating allocated and general reserves in the portfolio.

Servicing assets are recognized as separate assets when rights are acquired through purchase or through sale of financial assets. Generally, purchased servicing rights are capitalized at the cost to acquire the rights. For sales of mortgage loans, a portion of the cost of originating the loan is allocated to the servicing right based on relative fair value. Fair value is based on market prices for comparable mortgage servicing contracts, when available, or alternatively, is based on a valuation model that calculates the present value of estimated future net servicing income. The valuation model incorporates assumptions that market participants would use in estimating future net servicing income, such as the cost to service, the discount rate, the custodial earnings rate, an inflation rate, ancillary income, prepayment speeds and default rates and losses. Capitalized servicing rights are reported in other assets and are amortized into non-interest income in proportion to, and over the period of, the estimated future net servicing income of the underlying financial assets.

Servicing assets are evaluated for impairment based upon the fair value of the rights as compared to amortized cost. Impairment is determined by stratifying rights into tranches based on predominant risk characteristics, such as interest rate, loan type and investor type. Impairment is recognized through a valuation allowance for an individual tranche, to the extent that fair value is less than the capitalized amount for the tranche. If the Company later determines that all or a portion of the impairment no longer exists for a particular tranche, a reduction of the allowance may be recorded as an increase to income.

Servicing fee income is recorded for fees earned for servicing loans. The fees are based on a contractual percentage of the outstanding principal, or a fixed amount per loan and are recorded as income when earned. The amortization of mortgage servicing rights is netted against loan servicing fee income.

A transfer of financial assets in which the transferor surrenders control over those assets is accounted for as a sale to the extent that consideration other than beneficial interests in the transferred assets is received in exchange. The transferor has surrendered control over transferred assets when (1) the transferred assets have been isolated from the transferor, (2) each transferee has the right to pledge or exchange the assets it received and no condition both constrains the transferee (or holder) from taking advantage of its right to pledge or exchange and provides more than a trivial benefit to the transferor and (3) the transferor does not maintain effective control over the transferred assets through either an agreement that both entitles and obligates the transferor to repurchase or redeem them before maturity or the ability to unilaterally cause the holder to return specific assets, other than through a cleanup call.

During the normal course of business, the Company may transfer a portion of a financial asset, for example, a participation loan or the government guaranteed portion of a loan. In order to be eligible for sales treatment, the transfer of the portion of the loan must meet the criteria of a participating interest. If it does not meet the criteria of a participating interest, the transfer must be accounted for as a secured borrowing. In order to meet the criteria for a participating interest, all cash flows from the loan must be divided proportionately, the rights of each loan holder must have the same priority, the loan holders must have no recourse to the transferor other than standard representations and warranties and no loan holder has the right to pledge or exchange the entire loan.

Other real estate owned includes properties acquired through foreclosure or in lieu of foreclosure. These properties are initially carried at estimated fair value of the asset less estimated costs to sell. Any write-down from cost to estimated fair value required at the time of foreclosure or classification as in-substance foreclosure is charged to the allowance for loan losses. Expenses incurred in connection with maintaining these assets, subsequent write-downs and gains or losses recognized upon sale are included in other expense.

Land is stated at cost. Buildings and building improvements, furniture and equipment and leasehold improvements are stated at cost, less accumulated depreciation and amortization. Cost and related allowances for depreciation and amortization of premises and equipment retired or otherwise disposed of are removed from the respective accounts with any gain or loss included in income or expense. Depreciation and amortization are calculated principally on the straight-line method over the estimated useful lives of the asset.

The Company invests in bank-owned life insurance to provide a funding source for benefit plan obligations. Bank-owned life insurance also generally provides noninterest income that is nontaxable. The Company is the owner and beneficiary of the life insurance policies, and as such, the investment is carried at the cash surrender value of the underlying policies. Income from the increase in cash surrender value of the policies is included in noninterest income in the statements of income.

The Company directly expenses costs associated with advertising as they are incurred.

The Company accounts for the 2011 Equity Incentive Plan under ASC 718-10 "Compensation—Stock Compensation—Overall." Compensation cost relating to share-based payment transactions is based on the grant-date fair value of the equity instrument issued. Share-based compensation is recognized over the period the employee is required to provide services for the award. Reductions in compensation expense associated with forfeited options are estimated at the date of grant and this estimated forfeiture rate is adjusted, as necessary, based on actual forfeiture experience. The Company uses the Black-Scholes option-pricing method to determine the fair value of stock options granted.

The ESOP is accounted for in accordance with ASC 718-40, "Compensation—Stock Compensation—Employee Stock Ownership Plan." Under ASC 718-40, unearned ESOP shares are not considered outstanding for purposes of computing earnings per share. Unearned ESOP shares are presented as a reduction to stockholders' equity and represent shares to be allocated to ESOP participants in future periods for services provided to the Company. As shares are committed to be released, compensation expense is recognized for the fair market value of the stock and stockholders' equity is increased by a corresponding amount. The loan to the ESOP will be repaid principally from the Bank's contributions to the ESOP over a period of 20 years.

The Company recognizes income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are established for the temporary differences between the accounting basis and the tax basis of the Company's assets and liabilities at enacted tax rates expected to be in effect when the amounts related to such temporary differences are realized or settled.

The Company defines unvested share-based payment awards that contain nonforfeitable rights to dividends as participating securities that are included in computing Earnings Per Share ("EPS") using the two-class method.

The two-class method is an earnings allocation formula that determines earnings per share for each share of common stock and participating securities according to dividends declared and participation rights in undistributed earnings. Under this method, all earnings (distributed and undistributed) are allocated to common shares and participating securities based on their respective rights to receive dividends. Earnings per common share is calculated by dividing earnings allocated to common stockholders by the weighted-average number of common shares outstanding during the period.

Basic EPS excludes dilution and is computed by dividing income allocated to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity.

The following table sets forth the computation of earnings per share (basic and diluted) for the periods indicated:

	Years Ended September 30,

	2014			2013			2012
	(Dollars in thousands, except per share data)
Net income applicable to common stock	$	1,459		$	2,285		$	1,657
Less: Dividends and undistributed earnings allocated to participating securities		(53	)		(85	)		(34	)


Net income allocated to common stock	$	1,406		$	2,200		$	1,623




Average number of common shares issued		6,339,300			6,584,259			7,141,500
Less: Average treasury shares		—			—			(295,353	)
Less: Average unallocated ESOP shares		(453,397	)		(481,963	)		(510,539	)
Less: Average unvested restricted stock awards		(213,529	)		(226,555	)		(160,566	)


Average number of common shares outstanding used to calculate basic earnings per common share		5,672,374			5,875,741			6,175,042
Add: Dilutive effect of unvested restricted stock awards		51,352			39,659			8,676
Add: Dilutive effect of stock options		13,134			—			—


Average number of common shares outstanding used to calculate diluted earnings per common share		5,736,860			5,915,400			6,183,718




Earnings per common share (basic)	$	0.25		$	0.37		$	0.26




Earnings per common share (diluted)	$	0.25		$	0.37		$	0.26

At September 30, 2014, 2013 and 2012, stock options to purchase 58,255, 642,735 and 584,480 shares, respectively, were not included in the computation of diluted earnings per share because to do so would have been antidilutive.

In July 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2013-11, "Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists." The amendments in this ASU provide guidance for the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The amendments in this ASU are expected to reduce diversity in practice by providing guidance on the presentation of unrecognized tax benefits and will better reflect the manner in which an entity would settle at the reporting date any additional income taxes that would result from the disallowance of a tax position when net operating loss carryforwards, similar tax losses, or tax credit carryforwards exist. The amendments apply to all public entities that have unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists at the reporting date and are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of this guidance did not have an impact on the Company's results of operations or financial position.

In January 2014, the FASB issued ASU 2014-01, "Investments—Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Qualified Affordable Housing Projects." The amendments in this ASU apply to all reporting entities that invest in qualified affordable housing projects through limited liability entities that are flow-through entities for tax purposes that meet the conditions for and that elect to use the proportional amortization method to account for investments in qualified affordable housing projects. For reporting entities that do not meet the conditions for or that do not elect the proportional amortization method, only the amendments in this ASU that are related to disclosures apply. The amendments in this ASU permit reporting entities to make an accounting policy election to account for their investments in qualified affordable housing projects using the proportional amortization method if certain conditions are met. Under the proportional amortization method, an entity amortizes the initial cost of the investment in proportion to the tax credits and other tax benefits received and recognizes the net investment performance in the income statement as a component of income tax expense (benefit). For those investments in qualified affordable housing projects not accounted for using the proportional amortization method, the investment should be accounted for as an equity method investment or a cost method investment in accordance with Subtopic 970-323. The amendments in this ASU should be applied retrospectively to all periods presented. A reporting entity that uses the effective yield method to account for its investments in qualified affordable housing projects before the date of adoption may continue to apply the effective yield method for those preexisting investments. The amendments in this ASU are effective for public business entities for annual periods and interim reporting periods within those annual periods, beginning after December 15, 2014. Early adoption is permitted. The Company does not expect that the adoption of this ASU will have an impact on the Company's results of operations or financial position.

In January 2014, the FASB issued ASU 2014-04, "Receivables-Troubled Debt Restructurings by Creditors (Subtopic 310-40): Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure." The amendments in this ASU reduce diversity in practice by clarifying when an in substance repossession or foreclosure occurs, that is, when a creditor should be considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan such that the loan receivable should be derecognized and the real estate property recognized. The amendments in this ASU clarify that an in substance repossession or foreclosure occurs, and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan, upon either (1) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. Additionally, the amendments require interim and annual disclosure of both (1) the amount of foreclosed residential real estate property held by the creditor and (2) the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure according to local requirements of the applicable jurisdiction. The amendments in this ASU are effective for public business entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2014. An entity can elect to adopt the amendments in this ASU using either a modified retrospective transition method or a prospective transition method. The Company does not expect that the adoption of this ASU will have an impact on the Company's results of operations or financial position.

In April 2014, the FASB issued ASU 2014-08, "Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity." This ASU changes the criteria for reporting discontinued operations and modifies related disclosure requirements. The new guidance is effective on a prospective basis for fiscal years beginning on or after December 15, 2014, and interim periods within those years. The adoption of this guidance is not expected to have a material impact on the Company's results of operations or financial position.

In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)." The objective of this ASU clarifies principles for recognizing revenue and to develop a common revenue standard for GAAP and International Financial Reporting Standards. The guidance in this ASU affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards. The core principal of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. For public entities, the amendments in this update are effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. The Company is currently reviewing this ASU to determine if it will have an impact on the Company's results of operations or financial position.

In June 2014, the FASB issued ASU 2014-11, "Transfers and Servicing (Topic 860): Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures." The amendments in this ASU require two accounting changes. First, the amendments in this ASU change the accounting for repurchase-to-maturity transactions to secured borrowing accounting. Second, for repurchase financing arrangements, the amendments require separate accounting for a transfer of a financial asset executed contemporaneously with a repurchase agreement with the same counterparty, which will result in secured borrowing accounting for the repurchase agreement. This ASU also includes new disclosure requirements. The accounting changes in this Update are effective for public business entities for the first interim or annual period beginning after December 15, 2014. An entity is required to present changes in accounting for transactions outstanding on the effective date as a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. Earlier application for a public business entity is prohibited. The Company is currently reviewing this ASU to determine if it will have an impact on the Company's results of operations or financial position.

In June 2014, the FASB issued ASU No. 2014-12, "Compensation—Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could be Achieved after the Requisite Service Period." The amendments in this ASU require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Topic 718 as it relates to awards with performance conditions that affect vesting to account for such awards. This ASU is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. Earlier adoption is permitted.

ASU 2014-12 may be adopted either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements, and to all new or modified awards thereafter. If retrospective transition is adopted, the cumulative effect of applying this update as of the beginning of the earliest annual period presented in the financial statements should be recognized as an adjustment to the opening retained earnings balance at that date. The Company is currently reviewing this ASU to determine if it will have an impact on the Company's result of operations or financial position.

In August 2014, the FASB issued ASU 2014-13, "Consolidation (Topic 810): Measuring the Financial Assets and the Financial Liabilities of a Consolidated Collateralized Financing Entity." This ASU allows a reporting entity that consolidates a collateralized financing entity and accounts for the consolidated financial assets and financial liabilities at fair value to measure those assets and liabilities using the more observable of (1) the fair value of its financial assets, or (2) the fair value of its financial liabilities. If the reporting entity chooses not to apply this measurement alternative to a consolidated entity that is within the scope of this guidance, any difference between the fair value of the financial assets and the fair value of the financial liabilities of that consolidated collateralized financing entity should be reflected currently in earnings and attributed to the reporting entity in the consolidated income statement. The amendments in this ASU are effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. Early adoption is permitted as of the beginning of an annual period. The adoption of this guidance is not expected to have a material impact on the Company's results of operations or financial position.

In August 2014, the FASB issued ASU 2014-14, "Receivables—Troubled Debt Restructurings by Creditors (Subtopic 310-40): Classification of Certain Government—Guaranteed Mortgage Loans upon Foreclosure." The amendments in this ASU require that a mortgage loan be derecognized and that a separate other receivable be recognized upon foreclosure if (1) the loan has a government guarantee that is not separable from the loan before foreclosure; (2) at the time of foreclosure, the creditor has the intent to convey the real estate property to the guarantor and make a claim on the guarantee, and the creditor has the ability to recover under that claim; and (3) at the time of foreclosure, any amount of the claim that is determined on the basis of the fair value of the real estate is fixed. Upon foreclosure, the separate other receivable should be measured based on the amount of the loan balance (principal and interest) expected to be recovered from the guarantor. The amendments in this ASU are effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2014. The adoption of this guidance is not expected to have a material impact on the Company's results of operations or financial position.

In August 2014, the FASB issued ASU 2014-15, "Presentation of Financial Statements—Going Concern (Subtopic 205-40)." The amendments in this ASU provide guidance about management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. The amendments require management to assess an entity's ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management's plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management's plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this ASU are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The adoption of this guidance is not expected to have an impact on the Company's results of operations or financial position.

In November 2014, the FASB issued ASU 2014-16, "Derivatives and Hedging (Topic 815)." The objective of this ASU is to eliminate the use of different methods in practice and thereby reduce existing diversity under GAAP in the accounting for hybrid financial instruments issued in the form of a share. The amendments in this ASU apply to all entities that are issuers of, or investors in, hybrid financial instruments that are issued in the form of a share. The amendments in this ASU do not change the current criteria in GAAP for determining when separation of certain embedded derivative features in a hybrid financial instrument is required. The amendments clarify how current GAAP should be interpreted in evaluating the economic characteristics and risks of a host contract in a hybrid financial instrument that is issued in the form of a share. Specifically, the amendments clarify that an entity should consider all relevant terms and features, including the embedded derivative feature being evaluated for bifurcation, in evaluating the nature of the host contract. Furthermore, the amendments clarify that no single term or feature would necessarily determine the economic characteristics and risks of the host contract. Rather, the nature of the host contract depends upon the economic characteristics and risks of the entire hybrid financial instrument. In addition, the amendments in this ASU clarify that, in evaluating the nature of a host contract, an entity should assess the substance of the relevant terms and features when considering how to weight those terms and features. Specifically, the assessment of the substance of the relevant terms and features should incorporate a consideration of (1) the characteristics of the terms and features themselves, (2) the circumstances under which the hybrid financial instrument was issued or acquired, and (3) the potential outcomes of the hybrid financial instrument, as well as the likelihood of those potential outcomes. The amendments in this ASU are effective for public entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. The adoption of this guidance is not expected to have an impact on the Company's results of operations or financial position.

In November 2014, the FASB issued ASU 2014-17, "Business Combinations (Topic 805): Pushdown Accounting." The amendments in this ASU provide guidance on whether and at what threshold an acquired entity that is a business or nonprofit activity may elect to apply pushdown accounting in its separate financial statements upon a change-in-control event in which an acquirer obtains control of the acquired entity. The amendments in this ASU are effective on November 18, 2014. After the effective date, an acquired entity can make an election to apply the guidance to future change-in-control events or to its most recent change-in-control event. However, if the financial statements for the period in which the most recent change-in-control event occurred already have been issued or made available to be issued, the application of this guidance would be a change in accounting principle. The adoption of this guidance is not expected to have an impact on the Company's results of operations or financial position.

Debt securities have been classified in the consolidated balance sheets according to management's intent. The amortized cost of investment securities and their approximate fair values are as follows:

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value

	(In thousands)
September 30, 2014:
Securities Available-for-Sale
Mortgage-backed securities	$	8,863	$	41	$	85	$	8,819


Total securities available-for-sale	$	8,863	$	41	$	85	$	8,819




Securities Held-to-Maturity
Debt securities issued by U.S. Government corporations and agencies	$	5,000	$	—	$	45	$	4,955
Mortgage-backed securities		32,010		180		180		32,010


Total securities held-to-maturity	$	37,010	$	180	$	225	$	36,965

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value

	(In thousands)
September 30, 2013:
Securities Available-for-Sale
Debt securities issued by U.S. Government corporations and agencies	$	8,000	$	12	$	25	$	7,987
Mortgage-backed securities		6,275		40		77		6,238


Total securities available-for-sale	$	14,275	$	52	$	102	$	14,225




Securities Held-to-Maturity
Debt securities issued by U.S. Government corporations and agencies	$	5,000	$	—	$	90	$	4,910
Mortgage-backed securities		27,054		287		146		27,195


Total securities held-to-maturity	$	32,054	$	287	$	236	$	32,105

As of September 30, 2014 and 2013, all mortgage-backed securities held by the Company were issued by the FHLMC, GNMA or FNMA.

The scheduled maturities of debt securities were as follows as of September 30, 2014. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

During the year ended September 30, 2014, proceeds from sales of securities available-for-sale amounted to $6,003,000 with gross realized gains of $6,000 and gross realized losses of $3,000. The tax provision applicable to these net realized gains amounted to $1,000. There were no sales of securities held-to-maturity for the year ended September 30, 2014. There were no sales of securities available-for-sale or held-to-maturity for the years ended September 30, 2013 and 2012.

There were no securities of issuers with an amortized cost basis or fair value which exceeded 10% of stockholders' equity as of September 30, 2014 and 2013.

As of September 30, 2014 and 2013, securities with carrying amounts totaling $8,819,000 and $14,225,000, respectively, were pledged to secure FHLB advances.

The aggregate fair value and unrealized losses of securities that have been in a continuous loss position for less than twelve months and for twelve months or longer, and are not other than temporarily impaired, are as follows:

	Less Than Twelve Months				Twelve Months or Longer

	Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value
	(In thousands)
September 30, 2013:
Securities Available-for-Sale
Debt securities issued by U.S. Government corporations and agencies	$	25	$	3,976	$	—	$	—
Mortgage-backed securities		77		4,929		—		—


	$	102	$	8,905	$	—	$	—




Securities Held-to-Maturity
Debt securities issued by U.S. Government corporations and agencies	$	90	$	4,910	$	—	$	—
Mortgage-backed securities		146		8,388		—		—


	$	236	$	13,298	$	—	$	—

At September 30, 2014, 13 debt securities had unrealized losses for less than twelve months with aggregate depreciation of 0.48% from the amortized cost of these securities and 12 debt securities had unrealized losses for twelve months or longer with aggregate depreciation of 1.87% from the amortized cost of these securities. At September 30, 2013, 18 debt securities had unrealized losses for less than twelve months with aggregate depreciation of 1.50% from the amortized cost of these securities.

At September 30, 2014 and 2013, the unrealized losses on the Company's debt securities issued by U.S. Government corporations and agencies and mortgage-backed securities were attributable to changes in market interest rates. These securities are guaranteed or issued by government-sponsored enterprises with strong credit ratings. The Company does not anticipate selling any of these securities and it is more likely than not that the Company will not be required to sell the securities before recovery of their amortized cost basis or maturity. Based on the review of the investment portfolio, the Company did not consider these securities to be other-than-temporarily impaired at September 30, 2014 and 2013.

	September 30,

	2014			2013
	(In thousands)
Mortgage loans:
Residential loans:
One-to four-family	$	330,683		$	308,917
Multi-family		72,818			68,021
Commercial real estate		54,490			60,467
Construction loans		18,336			17,148


Total mortgage loans		476,327			454,553
Consumer loans		4,151			5,359
Commercial loans		9,454			9,419


Total loans		489,932			469,331
Deferred loan origination costs, net		967			755
Allowance for loan losses		(4,026	)		(4,037	)


Loans, net	$	486,873		$	466,049

Certain directors and executive officers of the Company and companies in which they have significant ownership interest were customers of the Bank during the years ended September 30, 2014 and 2013.

Information pertaining to the activity of loans to directors and executive officers is as follows:

The following tables set forth information regarding the allowance for loan losses and principal of loans by portfolio segment:

	Year Ended September 30, 2014

	Mortgage Loans											Other
	Residential Loans
	One-to Four- family			Multi-family		Commercial Real Estate			Construction Loans			Consumer Loans			Commercial Loans			Unallocated			Total
	(In thousands)
Allowance for loan losses:
Balance at beginning of period	$	1,930		$	728	$	719		$	249		$	86		$	135		$	190		$	4,037
Provision (benefit) for loan losses		158			59		(93	)		(24	)		(12	)		(72	)		(16	)		—
Recoveries of loans previously charged-off		—			—		—			—			17			66			—			83


		2,088			787		626			225			91			129			174			4,120
Loans charged off		(69	)		—		—			—			(25	)		—			—			(94	)


Balance at end of period	$	2,019		$	787	$	626		$	225		$	66		$	129		$	174		$	4,026




Individually evaluated for impairment	$	—		$	—	$	—		$	—		$	—		$	—		$	—		$	—
Collectively evaluated for impairment		2,019			787		626			225			66			129			174			4,026


	$	2,019		$	787	$	626		$	225		$	66		$	129		$	174		$	4,026




Loans ending balances:
Individually evaluated for impairment	$	—		$	—	$	611		$	—		$	—		$	—					$	611
Collectively evaluated for impairment		330,683			72,818		53,879			18,336			4,151			9,454						489,321


	$	330,683		$	72,818	$	54,490		$	18,336		$	4,151		$	9,454					$	489,932

	Year Ended September 30, 2013

	Mortgage Loans											Other
	Residential Loans
	One-to Four- family			Multi-family			Commercial Real Estate			Construction Loans		Consumer Loans			Commercial Loans			Unallocated		Total
	(In thousands)
Allowance for loan losses:
Balance at beginning of period	$	1,847		$	759		$	768		$	134	$	157		$	93		$	133	$	3,891
Provision (benefit) for loan losses		107			(31	)		(49	)		115		(57	)		58			57		200
Recoveries of loans previously charged-off		1			—			—			—		8			12			—		21


		1,955			728			719			249		108			163			190		4,112
Loans charged off		(25	)		—			—			—		(22	)		(28	)		—		(75	)


Balance at end of period	$	1,930		$	728		$	719		$	249	$	86		$	135		$	190	$	4,037




Individually evaluated for impairment	$	—		$	—		$	—		$	—	$	—		$	—		$	—	$	—
Collectively evaluated for impairment		1,930			728			719			249		86			135			190		4,037


	$	1,930		$	728		$	719		$	249	$	86		$	135		$	190	$	4,037




Loans ending balances:
Individually evaluated for impairment	$	—		$	—		$	303		$	—	$	—		$	9				$	312
Collectively evaluated for impairment		308,917			68,021			60,164			17,148		5,359			9,410					469,019


	$	308,917		$	68,021		$	60,467		$	17,148	$	5,359		$	9,419				$	469,331

	Year Ended September 30, 2012

	Mortgage Loans									Other
	Residential Loans
	One-to Four- family		Multi-family		Commercial Real Estate		Construction Loans			Consumer Loans			Commercial Loans			Unallocated		Total
	(In thousands)
Allowance for loan losses:
Balance at beginning of period	$	1,550	$	601	$	670	$	292		$	91		$	40		$	127	$	3,371
Provision (benefit) for loan losses		297		158		98		(158	)		67			72			6		540
Recoveries of loans previously charged-off		—		—		—		—			38			4			—		42


		1,847		759		768		134			196			116			133		3,953
Loans charged off		—		—		—		—			(39	)		(23	)		—		(62	)


Balance at end of period	$	1,847	$	759	$	768	$	134		$	157		$	93		$	133	$	3,891




Individually evaluated for impairment	$	—	$	—	$	—	$	—		$	—		$	—		$	—	$	—
Collectively evaluated for impairment		1,847		759		768		134			157			93			133		3,891


	$	1,847	$	759	$	768	$	134		$	157		$	93		$	133	$	3,891




Loans ending balances:
Individually evaluated for impairment	$	—	$	1,968	$	1,868	$	—		$	—		$	13				$	3,849
Collectively evaluated for impairment		297,412		64,683		62,563		11,174			6,867			7,810					450,509


	$	297,412	$	66,651	$	64,431	$	11,174		$	6,867		$	7,823				$	454,358

The following tables set forth information regarding non-accrual loans and past due loans:

	Age Analysis of Past Due Loans

	September 30, 2014
	30 - 59 Days Past Due		60 - 89 Days Past Due		90 Days or More Past Due		Total Past Due		Current		Total Loans		Total Non-Accrual Loans
	(In thousands)
Mortgage loans:
Residential loans:
One-to four-family	$	39	$	1,168	$	1,493	$	2,700	$	327,983	$	330,683	$	1,493
Multi-family		—		—		—		—		72,818		72,818		—
Commercial real estate		—		—		312		312		54,178		54,490		312
Construction loans		—		—		—		—		18,336		18,336		—


Total mortgage loans		39		1,168		1,805		3,012		473,315		476,327		1,805
Consumer loans		2		2		16		20		4,131		4,151		16
Commercial loans		39		—		—		39		9,415		9,454		—


Total	$	80	$	1,170	$	1,821	$	3,071	$	486,861	$	489,932	$	1,821

	Age Analysis of Past Due Loans

	September 30, 2013
	30 - 59 Days Past Due		60 - 89 Days Past Due		90 Days or More Past Due		Total Past Due		Current		Total Loans		Total Non-Accrual Loans
	(In thousands)
Mortgage loans:
Residential loans:
One-to four-family	$	—	$	629	$	1,846	$	2,475	$	306,442	$	308,917	$	1,846
Multi-family		—		—		—		—		68,021		68,021		—
Commercial real estate		—		—		—		—		60,467		60,467		—
Construction loans		—		—		—		—		17,148		17,148		—


Total mortgage loans		—		629		1,846		2,475		452,078		454,553		1,846
Consumer loans		26		5		—		31		5,328		5,359		—
Commercial loans		1		—		—		1		9,418		9,419		—


Total	$	27	$	634	$	1,846	$	2,507	$	466,824	$	469,331	$	1,846

There were no loans 90 days or more past due and still accruing at September 30, 2014 and 2013.

Information about loans that meet the definition of an impaired loan in ASC 310-10-35 is as follows:

	Years Ended September 30,

	2014						2013
	Recorded Investment		Unpaid Principal Balance		Related Valuation Allowance		Recorded Investment		Unpaid Principal Balance		Related Valuation Allowance
	(In thousands)
Impaired loans without a valuation allowance:
Mortgage loans:
Residential loans:
One-to four-family	$	—	$	—	$	—	$	—	$	—	$	—
Multi-family		—		—		—		—		—		—
Commercial real estate		611		611		—		303		303		—
Construction loans		—		—		—		—		—		—
Consumer loans		—		—		—		—		—		—
Commercial loans		—		—		—		9		9		—


	$	611	$	611	$	—	$	312	$	312	$	—

	Years Ended September 30,

	2014						2013						2012
			Interest Income Recognized						Interest Income Recognized						Interest Income Recognized
	Average Recorded Investment		Total		Cash Basis		Average Recorded Investment		Total		Cash Basis		Average Recorded Investment		Total		Cash Basis
	(In thousands)
Impaired loans without a valuation allowance:
Mortgage loans:
Residential loans:
One-to four-family	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Multi-family		—		—		—		635		36		—		1,977		92		—
Commercial real estate		325		22		2		941		76		68		2,090		59		57
Construction loans		—		—		—		12		1		—		—		—		—
Consumer loans		—		—		—		—		—		—		—		—		—
Commercial loans		1		—		—		12		1		—		1		—		—


	$	326	$	22	$	2	$	1,600	$	114	$	68	$	4,068	$	151	$	57

At September 30, 2014 and 2013, and during the years then ended, there were no impaired loans with a valuation allowance. No additional funds were committed to be advanced to borrowers with impaired loans as of September 30, 2014.

The following table sets forth information pertaining to troubled debt restructurings entered into during the periods indicated:

	Years Ended September 30,

	2014						2013						2012
	Number of Contracts		Pre- modification Outstanding Recorded Investment		Post- modification Outstanding Recorded Investment		Number of Contracts		Pre- modification Outstanding Recorded Investment		Post- modification Outstanding Recorded Investment		Number of Contracts		Pre- modification Outstanding Recorded Investment		Post- modification Outstanding Recorded Investment
	(Dollars in thousands)
Troubled Debt Restructurings:
Multi-family		—	$	—	$	—		1	$	522	$	—		1	$	1,816	$	1,802
Commercial real estate		—		—		—		1		303		303		—		—		—
Construction		—		—		—		1		79		—		—		—		—


		—	$	—	$	—		3	$	904	$	303		1	$	1,816	$	1,802

During the year ended September 30, 2014, the Company did not modify any loans as part of TDRs.

During the year ended September 30, 2013, the Company modified three loans as part of TDRs. The Company advanced $79,000 in additional funds to complete construction on three remaining units of an existing multi-family condominium loan with an outstanding balance of $522,000. During the quarter ended March 31, 2013, the multi-family and construction loans paid off and all delinquent principal and interest was recovered. In addition, the Company modified an existing accruing commercial real estate loan with an outstanding balance of $303,000. In this case, the Company capitalized all past due interest and provided for interest only for four months. At September 30, 2013, this loan was accruing and performing in accordance with its modified terms and conditions. TDRs outstanding at September 30, 2012 paid off during the year ended September 30, 2013.

During the year ended September 30, 2012, the Company extended and reclassified an accruing TDR construction loan in the amount of $1,816,000, to an accruing multi-family residential TDR mortgage loan, due to the completion of construction. At September 30, 2012, this loan was accruing and performing in accordance with its modified terms and conditions.

At September 30, 2014, TDRs amounted to $299,000 and consisted of one commercial real estate loan, noted above, that was accruing and performing in accordance with its modified terms and conditions.

At September 30, 2013, TDRs amounted to $303,000 and consisted of one commercial real estate loan, noted above, that was accruing and performing in accordance with its modified terms and conditions.

At September 30, 2014 and 2013, none of the allowance for loan losses was allocated to TDRs and the impact of the identification of these loans as TDRs did not have a material impact on the allowance.

There were no commitments to lend additional funds to borrowers with troubled debt restructured loans at September 30, 2014.

For the years ended September 30, 2014, 2013 and 2012, there were no loans modified as a TDR within the year end's previous 12 months that subsequently defaulted.

The Company utilizes an eight grade internal loan risk rating system for loans as follows:

Loans rated 1 - 4: Loans in these categories are considered "pass" loans with low to average risk.

Loans rated 5: Loans in this category are considered "special mention." These loans are starting to show signs of potential weakness and are being closely monitored by management.

Loans rated 6: Loans in this category are considered "substandard." Generally, a loan is considered substandard if it is inadequately protected by the current net worth and paying capacity of the obligors and/or the collateral pledged. There is a distinct possibility that the Company will sustain some loss if the weakness is not corrected.

Loans rated 7: Loans in this category are considered "doubtful." Loans classified as doubtful have all the weaknesses inherent in those classified substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, highly questionable and improbable.

Loans rated 8: Loans in this category are considered "loss" and of such little value that their continuance as loans is not warranted.

On an annual basis, or more often if needed, the Company formally reviews the loan risk rating on all multi-family, commercial real estate, construction and commercial loans. At least annually, the Company engages an independent third-party to review a significant portion of loans within these loan segments. Management uses the results of the independent review as part of its annual review process. For all residential real estate and consumer loans, the Company initially assesses credit quality based

upon the borrower's ability to service the debt and subsequently monitors these loans based upon the borrower's payment activity.

Mortgage loans serviced for others are not included in the accompanying consolidated balance sheets. The risks inherent in mortgage servicing assets relate primarily to changes in prepayments that result from shifts in mortgage interest rates. As of September 30, 2014 and 2013, the Company serviced loans for others with unpaid principal balances of $30,063,000 and $36,073,000, respectively.

The following summarizes mortgage servicing rights capitalized and amortized, along with the aggregate activity in the related valuation allowance:

	Years Ended September 30,

	2014			2013			2012
	(In thousands)
Mortgage servicing rights:
Balance, beginning of period	$	141		$	133		$	182
Capitalized		9			86			47
Amortization		(48	)		(78	)		(96	)


Balance, end of period		102			141			133


Valuation allowance:
Balance, beginning of period	$	4		$	20		$	23
Additions		—			3			30
Reductions		(4	)		(19	)		(33	)


Balance, end of period		—			4			20


Mortgage servicing rights, net	$	102		$	137		$	113




Fair value of mortgage servicing rights	$	273		$	259		$	178

A summary of the cost and accumulated depreciation and amortization of premises and equipment is as follows:

At September 30, 2013, construction in progress represents costs incurred for the design and construction of a new branch in Westwood, Massachusetts. At September 30, 2014, there were no outstanding commitments related to the construction.

The aggregate amount of term certificates in denominations of $100,000 or more as of September 30, 2014 and 2013 was $63,829,000 and $57,789,000, respectively. Generally, deposits in excess of $250,000 are not federally insured.

Maturities of term certificates for each of the years ending after September 30 are as follows:

Deposits from related parties held by the Company as of September 30, 2014 and 2013 amounted to $5,331,000 and $5,204,000, respectively.

FHLB advances with original maturities of one year or less amounted to $2,000,000 and $6,000,000 at September 30, 2014 and 2013, respectively, with a weighted average interest rate of 0.37% and 0.36%, respectively.

The Company also has an available line of credit of $296,000 with the FHLB at an interest rate that adjusts daily. Borrowings under the line are limited to 2% of the Bank's total assets. At September 30, 2014 and 2013, there were no outstanding borrowings under this line of credit.

The Company has an available line of credit of $5,000,000 with Bankers' Bank Northeast at an interest rate that adjusts daily. At September 30, 2014 and 2013, there were no outstanding borrowings under this line of credit.

Long-term debt at September 30, 2014 and 2013 consists of the following fixed-rate FHLB advances with original maturities greater than one year:

Advances from the FHLB are secured by a blanket lien on qualified collateral, defined principally as 75% of the carrying value of first mortgage loans on owner-occupied residential property and 95% of the market value of U.S. Government, government sponsored enterprises and mortgage-backed securities obligations, except for FHLMC and FNMA issued mortgage-backed securities which are at 90% of market value.

The Company is obligated under non-cancelable operating lease commitments for bank premises expiring in February 2016, June 2021 and January 2024. The leases are reported under the straight-line method under the terms of the agreement. The leases contain renewal options, the cost of which is not included below. Lease expense, excluding applicable real estate taxes and operating cost charges, was $187,000, $147,000, and $146,000 for the years ended September 30, 2014, 2013 and 2012, respectively.

The required future minimum lease payments under the terms of the lease agreements noted above are as follows at September 30, 2014:

The reasons for the differences between the statutory federal income tax rate and the effective tax rates are summarized as follows:

	Years Ended September 30,

	2014			2013			2012
Federal income tax at statutory rate		34.0	%		34.0	%		34.0	%
Increase (decrease) resulting from:
State taxes, net of federal tax		7.5			5.9			6.1
Cash surrender value of bank owned life insurance		(7.1	)		(5.5	)		(5.3	)
Change in valuation allowance		1.0			0.8			23.7
Stock-based compensation		4.2			2.8			1.7
ESOP		2.7			1.9			1.3
Merger expense		8.8			—			—
Other, net		0.3			2.3			(1.2	)


Effective tax rate		51.4	%		42.2	%		60.3	%

The Company had gross deferred tax assets and gross deferred tax liabilities as follows:

	September 30,

	2014			2013
	(In thousands)
Deferred tax assets:
Depreciation	$	590		$	495
Allowance for loan losses		1,608			1,613
Contribution to Peoples Federal Savings Bank Charitable Foundation		1,394			1,523
ESOP		163			139
Restricted stock awards		278			278
Stock options		159			96
Net unrealized holding loss on securities available-for-sale		18			20
Director and executive retirement agreements and deferred compensation plans		2,412			2,527
Other		124			179


Gross deferred tax assets		6,746			6,870
Valuation allowance		(1,051	)		(1,021	)


Gross deferred tax assets, net of valuation allowance		5,695			5,849


Deferred tax liabilities:
Mortgage servicing rights		(41	)		(55	)
Deferred loan costs, net		(386	)		(302	)
Net unrealized holding gain on trading securities		(30	)		(60	)


Gross deferred tax liabilities		(457	)		(417	)


Net deferred tax asset	$	5,238		$	5,432

In connection with its 2010 initial public offering, the Company donated common stock in the amount of $5.3 million to the Peoples Federal Savings Bank Charitable Foundation, Inc. (the "Foundation"), which resulted in a tax benefit of $2.2 million.

As of September 30, 2014 and 2013, the Company established a valuation reserve of $1,051,000 and $1,021,000, respectively, against deferred tax assets related to the uncertain utilization of the charitable contribution carryforward created primarily by the donation to the Foundation. The judgment applied by management considers the likelihood that sufficient taxable income will be realized within the carryforward period in light of its tax planning strategies and changes in market conditions.

The charitable contribution carryforward of $3.5 million at September 30, 2014 expires in 2015 and the related tax benefit, net of the valuation allowance, included in net deferred tax assets is $343,000.

The federal income tax reserve for loan losses at the Company's base year is approximately $3,444,000. If any portion of the reserve is used for purposes other than to absorb loan losses, approximately 150% of the amount actually used, limited to the amount of the reserve, would be subject to taxation in the fiscal year in which used. As the Bank intends to use the reserve to absorb only loan losses, a deferred tax liability of approximately $1,376,000 has not been provided.

It is the Company's policy to provide for uncertain tax positions and the related interest and penalties based upon management's assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. As of September 30, 2014 and 2013, there were no material uncertain tax positions related to federal and state income tax matters. The Company is currently open to audit under statute of limitations by the Internal Revenue Service and state taxing authorities for the years ended September 30, 2011 through September 30, 2014.

The Company is party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to originate loans, unadvanced funds on loans and standby letters of credit. The instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the consolidated balance sheets. The contract amounts of those instruments reflect the extent of involvement the Company has in particular classes of financial instruments.

The Company's exposure to credit loss in the event of nonperformance by the other party to the financial instrument for loan commitments is represented by the contractual amounts of those instruments. The Bank uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.

Commitments to originate loans are agreements to lend to a customer provided 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 many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer's creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management's credit evaluation of the borrower. Collateral held varies, but may include secured interests in mortgages, accounts receivable, inventory, property, plant and equipment and income-producing properties. Standby letters of credit are contingent commitments issued by the Company to support the financial obligations of a customer to a third party. The credit risk involved in issuing letters of credit is the same as that involved in extending loans to customers. The Company's outstanding letters of credit have maturities that reflect the maturities of the underlying obligations. The Company holds various forms of collateral to support the letters of credit. In the event the customer does not perform their obligation, the Company may be called upon to fund the customer's letter of credit.

Notional amounts of financial instrument liabilities with off-balance sheet credit risk are as follows:

There is no material difference between the notional amount and the estimated fair value of the off-balance sheet liabilities.

The Company and the Bank have each entered into employment agreements with three executive officers and the Company has entered into an additional employment agreement ("Agreements") with another executive officer. The Agreements with the executive officers each provide for three-year terms, subject to annual renewal by the Board of Directors for an additional year beyond the then-current expiration date, and with respect to the Agreements with the Company, subject to daily renewals, with annual review by the Board of Directors. The Agreements also provide for participation in incentive compensation programs and other employee benefits.

Upon termination of an executive's employment for cause, as defined in each of the Agreements, the executive will receive no further compensation or benefits under the agreement. If the executive terminates without cause or if the executive terminates voluntarily under specified circumstances that constitute good reason (as defined in the Agreements), the executive will be entitled to the base salary and incentive compensation and the value of all employee benefits that would have been provided for the remaining term of the Agreements had the executive's employment not terminated. Such amounts would be paid in a lump sum payment.

Under the terms of the Agreements, upon the occurrence of a change in control, as defined in the Agreements, followed by executive termination of employment, the Company shall pay the executive, as severance pay or liquidated damages, or both, the greater of (1) the executive's base salary and incentive compensation that would have been paid to executive for the remaining term of the Agreement plus the value of all employee benefits that would have been provided to executive for the remaining term of the Agreement, or (2) three times the executive's average annual compensation over the five most recently completed calendar years ending with the year immediately preceding the effective date of the change in control, payable in a lump sum, plus certain continued benefits for three years or payment equal to the cost of providing such benefits.

ASC 820-10, "Fair Value Measurement—Overall," provides a framework for measuring fair value under generally accepted accounting principles. This guidance also allows an entity the irrevocable option to elect fair value for the initial and subsequent measurement for certain financial assets and liabilities on a contract-by-contract basis.

In accordance with ASC 820-10, the Company groups its financial assets and financial liabilities measured at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value.

A financial instrument's level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.

A description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below. These valuation methodologies were applied to all of the Company's financial assets and financial liabilities carried at fair value for September 30, 2014 and 2013.

The Company's cash instruments and trading securities are generally classified within level 1 or level 2 of the fair value hierarchy because they are valued using quoted market prices, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency.

The Company's investment in securities available-for-sale is generally classified within level 2 of the fair value hierarchy. For these securities, the Company obtains fair value measurements from independent pricing services. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. treasury yield curve, trading levels, market consensus prepayment speeds, credit information and the instrument's terms and conditions.

Level 3 is for positions that are not traded in active markets or are subject to transfer restrictions, valuations are adjusted to reflect illiquidity and/or non-transferability, and such adjustments are generally based on available market evidence. In the absence of such evidence, management's best estimate is used.

Subsequent to inception, management only changes level 3 inputs and assumptions when corroborated by evidence such as transactions in similar instruments, completed or pending third-party transactions in the underlying investment or comparable entities, subsequent rounds of financing, recapitalization and other transactions across the capital structure, offerings in the equity or debt markets, and changes in financial ratios or cash flows.

The Company's impaired loans are reported at the fair value of the underlying collateral if repayment is expected solely from the collateral. Collateral values are estimated using level 2 inputs based upon appraisals of similar properties obtained from a third party.

Other real estate owned values are estimated using level 2 inputs based upon appraisals of similar properties obtained from a third party. For level 3 inputs fair values are based on management's estimates.

ASC 825, "Financial Instruments," requires that the Company disclose the estimated fair values of its financial instruments. Fair value methods and assumptions used by the Company in estimating its fair value disclosures are as follows:

Cash and cash equivalents: The carrying amounts reported in the balance sheet for cash and cash equivalents approximate fair value, as they do not present unanticipated valuation risk.

Securities (including mortgage-backed securities): Fair values for securities are based on quoted market prices, where available. If quoted market prices are not available, fair values are based on quoted market prices of comparable instruments.

Loans held-for-sale: Fair values for loans held-for-sale are estimated based on outstanding investor commitments, or in the absence of such commitments, are based on current investor yield requirements.

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

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

Short-term borrowings: The carrying amount of short-term borrowings approximates fair value because they mature within 1 year or less and do not present unanticipated valuation risk.

Long-term borrowings: The fair value of these borrowings are estimated using a discounted cash flow technique that applies interest rates currently being offered on advances to a schedule of aggregated expected monthly maturities on Federal Home Loan Bank of Boston advances.

Off-balance sheet instruments: The fair value of commitments to originate loans is estimated using the fees currently charged to enter similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. For fixed-rate loan commitments and the unadvanced portion of loans, fair value also considers the difference between current levels of interest rates and the committed rates. The fair value of letters of credit is based on fees currently charged for similar agreements or on the estimated cost to terminate them or otherwise settle the obligation with the counterparties at the reporting date.

There were no transfers between Level 1 and Level 2 assets for the years ended September 30, 2014 and 2013.

Under certain circumstances, the Company makes adjustments to fair value of its assets and liabilities, although they are not measured at fair value on an ongoing basis. There were no assets or liabilities carried on the consolidated balance sheet by caption and by level in the fair value hierarchy at September 30, 2014 and 2013, for which a nonrecurring change in fair value has been recorded.

There were no transfers in and out of Level 1 and 2 during the years ended September 30, 2014 and 2013.

The carrying amount and estimated fair value of the Company's financial instruments are as follows:

	September 30, 2014

			Fair Value
	Carrying Amount		Fair Value
	Carrying Amount		Level 1		Level 2		Level 3		Total
	(In thousands)
Financial assets:
Cash and cash equivalents	$	32,112	$	32,112	$	—	$	—	$	32,112
Trading securities		593		593		—		—		593
Securities available-for-sale		8,819		—		8,819		—		8,819
Securities held-to-maturity		37,010		—		36,965		—		36,965
Federal Home Loan Bank stock		4,252		—		—		4,252		4,252
Loans, net		486,873		—		—		487,031		487,031
Accrued interest receivable		1,486		—		—		1,486		1,486
Financial liabilities:
Deposits		434,537		—		—		434,836		434,836
Short-term borrowings		2,000		—		—		2,000		2,000
Long-term debt		51,000		—		—		51,065		51,065

	September 30, 2013

			Fair Value
	Carrying Amount		Fair Value
	Carrying Amount		Level 1		Level 2		Level 3		Total
	(In thousands)
Financial assets:
Cash and cash equivalents	$	37,134	$	37,134	$	—	$	—	$	37,134
Trading securities		1,048		1,048		—		—		1,048
Securities available-for-sale		14,225		—		14,225		—		14,225
Securities held-to-maturity		32,054		—		32,105		—		32,105
Federal Home Loan Bank stock		3,775		—		—		3,775		3,775
Loans, net		466,049		—		—		466,899		466,899
Accrued interest receivable		1,448		—		—		1,448		1,448
Financial liabilities:
Deposits		425,093		—		—		425,536		425,536
Short-term borrowings		6,000		—		—		6,000		6,000
Long-term debt		38,000		—		—		38,168		38,168

The carrying amounts of financial instruments shown in the previous tables are included in the consolidated balance sheets under the indicated captions, except for trading securities, which are included in other assets.

Most of the Company's business activity is with customers located within the Commonwealth of Massachusetts. There are no concentrations of credit to borrowers that have similar economic characteristics. The majority of the Bank's loan portfolio is comprised of loans collateralized by real estate located in the Commonwealth of Massachusetts.

The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company's and the Bank's financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of its assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The Bank's capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

At September 30, 2014 and 2013, quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the following table) of total and Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined), of Tier 1 leverage capital (as defined) to adjusted total assets (as defined).

As of September 30, 2014 and 2013, the most recent notification from the Office of the Comptroller of the Currency ("OCC") categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized the Bank must maintain minimum total risk-based, Tier 1 risk-based, Leverage and Core capital ratios as set forth in the table. There are no conditions or events since that notification that management believes have changed the Bank's category.

	Actual					For Capital Adequacy Purposes					To Be Well Capitalized Under Prompt Corrective Action Provisions

	Amount		Ratio			Amount		Ratio			Amount		Ratio
	(Dollars in thousands)
September 30, 2014:
Total Capital (to Risk Weighted Assets)	$	96,549		25.34	%	$	30,482		8.0	%	$	38,102		10.0	%
Tier 1 Capital (to Risk Weighted Assets)		92,523		24.28			15,241		4.0			22,861		6.0
Tier 1 Leverage Capital (to Adjusted Total Assets)		92,523		15.40			24,029		4.0			30,036		5.0
September 30, 2013:
Total Capital (to Risk Weighted Assets)	$	92,122		24.83	%	$	29,677		8.0	%	$	37,097		10.0	%
Tier 1 Capital (to Risk Weighted Assets)		88,085		23.74			14,839		4.0			22,258		6.0
Tier 1 Leverage Capital (to Adjusted Total Assets)		88,085		15.08			23,369		4.0			29,212		5.0

The Bank's capital under generally accepted accounting principles is reconciled as follows:

Federal banking regulations place certain restrictions on dividends paid and loans or advances made by the Bank to the Company. The total amount of dividends, which may be paid in any calendar year, cannot exceed the Bank's net income for the current year, plus the Bank's net income retained for the previous two years, without regulatory approval.

At September 30, 2014 and 2013, the Bank's retained earnings available for the payment of dividends was $10,744,000 and $10,043,000, respectively. Accordingly, $81,753,000 and $78,012,000, respectively, of the Company's equity in the net assets of the Bank was restricted at September 30, 2014 and 2013.

In addition, dividends paid by the Bank to the Company would be prohibited if the effect thereof would cause the Bank's capital to be reduced below applicable minimum capital requirements.

The Company provides pension benefits for its employees through participation in the Pentegra Defined Benefit Plan for Financial Institutions (the "Plan"), a tax-qualified defined benefit plan. The Plan's Employer Identification Number is 13-5645888 and the Plan Number is 333. The Plan operates as a multi-employer plan for accounting purposes and as a multiple-employer plan under the Employee Retirement Income Security Act of 1974 ("ERISA") and the Internal Revenue Code. There are no collective bargaining agreements in place that require contributions to the Plan. The Plan is a single plan under Internal Revenue Code Section 413(c) and, as a result, all of the assets stand behind all of the liabilities. Accordingly, under the Plan contributions made by a participating employer may be used to provide benefits to participants of other participating employers. The Plan covers all salaried employees who are at least twenty-one years of age with at least one year of employment with the Company. The Plan is funded by contributions based on actuarial calculations. As is the case with multi-employer plans, separate actuarial valuations are not made with respect to each employer. No employees hired on or after July 1, 2010 are eligible to participate in the Plan.

The funded status (market value of plan assets divided by the funding target) was 105.63% and 93.19%, respectively, as of July 1, 2014 and 2013.

Total contributions made to the Plan by participating institutions, as reported on Form 5500, were $136,478,000 and $196,473,000, respectively, for the Plan years ended June 30, 2013 and 2012. Although the Form 5500 has not been filed for the Plan year ended June 30, 2014, the actuary and management feel the Company's contributions to the Plan will not be more than 5% of the total contributions made to the Plan by participating institutions.

The Company made the following contributions to the Plan for the years ended September 30, 2014, 2013 and 2012:

Substantially all of the Company's employees are eligible to participate in the Peoples Federal Savings Bank 401(k) plan, a single employer plan. Each employee reaching the age of 21 and having completed at least 1,000 hours of service in a 12 month period beginning with such employee's date of employment, or anniversary thereof, becomes eligible to be a participant in the plan. Under this plan, participants can elect to invest their account balances in Company stock. The plan permits an employee to contribute a percentage of his or her wages to the plan on a tax-deferred basis subject to federal limitations. The Company matches the employee's contribution at an amount equal to 50% of the contribution for the first 6% of the employee's compensation.

The Company's cost under the 401(k) plan was $111,000, $95,000 and $94,000 for the years ended September 30, 2014, 2013 and 2012, respectively.

The Company provides a nonqualified deferred compensation plan to a select group of management and directors providing an opportunity to defer a specified amount of their cash compensation. The Company's obligations under this plan are non-funded for tax purposes and for purposes of Title I of ERISA, and they are unsecured general obligations of the Company to pay in the future the value of the deferred compensation adjusted to reflect the performance, whether positive or negative, of selected investment options chosen by each participant during the deferral period.

The Company has an investment in a Rabbi Trust in connection with the nonqualified deferred compensation plan. The assets in the Rabbi Trust have been included in the Company's consolidated balance sheets in other assets as of September 30, 2014 and 2013 and are available to the general creditors of the Company in the event of the Company's insolvency. The assets of the Rabbi Trust are mutual funds and common stocks classified as trading securities, and totaled $593,000 and $1,048,000 as of September 30, 2014 and 2013, respectively. The Company contributed $35,000, $44,000 and $71,000 to the Rabbi Trust for the years ended September 30, 2014, 2013 and 2012, respectively.

The Company entered into Director Retirement Agreements and Salary Continuation Agreements with certain directors and senior executives. The agreements require the payment of specified benefits upon retirement over periods of ten or twenty years as described in each agreement. The total liability for the Director Retirement Agreements and the Salary Continuation Agreements included in other liabilities was $4,872,000 and $4,672,000 at September 30, 2014 and September 30, 2013, respectively, and expenses under these agreements were $200,000, $658,000 and $544,000 for the years ended September 30, 2014, 2013 and 2012, respectively. There were no benefit payments made to beneficiaries under these agreements during the years ended September 30, 2014 and 2013.

The Company has a supplemental retirement plan with a former executive whereby the amounts paid under this plan commenced upon the executive's retirement and continue for his lifetime. The Company has purchased life insurance contracts in connection with this agreement. The charge to employee benefits expense in connection with this plan amounted to $31,000, $33,000 and $35,000 for the years ended September 30, 2014, 2013 and 2012, respectively. The liability for this supplemental retirement plan was $574,000 and $607,000 at September 30, 2014 and 2013, respectively. Benefit payments made to the former executive amounted to $64,000 for each of the years ended September 30, 2014 and 2013.

The Company provides postretirement medical benefits for executives, one retired, under separate individual agreements. The obligation included in other liabilities was $224,000 at each of the years ended September 30, 2014 and 2013. There was no related expense for the year ending September 30, 2014. The related expense for the years ending September 30, 2013 and 2012 amounted to $24,000 and $27,000, respectively.

The Bank is the sole owner of endorsement split-dollar life insurance plans for the benefit of certain bank executives. Effective March 1, 2011, the plans were amended to increase the amount of the death proceeds payable under the plans. The split-dollar plans divide the death proceeds payable under certain life insurance policies owned by the Bank that insure the lives of the participating executives between the Bank and the designated beneficiary of each insured participating executive. The death benefit is payable to the beneficiaries provided that such benefit cannot exceed the net death proceeds under the applicable policy (i.e., the total death proceeds reduced by the greater of (i) the cash surrender value or (ii) the aggregate premiums paid by the Bank). A participant's rights under the split dollar plan will automatically cease upon the participant's termination for cause. In the event the Bank decides to maintain the policy after the participant's termination of participation in the plan, the Bank will be the direct beneficiary of the entire death proceeds of the policy.

The Bank's future postretirement benefit obligation for the arrangements included in other liabilities was $419,000 and $399,000 at September 30, 2014 and 2013, respectively. The expense under this arrangement was $20,000, $38,000 and $26,000 for the years ending September 30, 2014, 2013 and 2012, respectively.

The Bank established an ESOP to provide eligible employees the opportunity to own Company stock. As part of the Bank's mutual to stock conversion, the Company invested in a subsidiary, PFC. PFC used the proceeds from the investment to fund a loan to the Peoples Federal Savings Bank Employee Stock Ownership Plan Trust (the "Trust") in the amount of $5,713,000, which was used to purchase 571,320 shares of the Company's common stock at a price of $10.00 per share. The loan bears an interest rate equal to the Wall Street Journal Prime Rate, adjusted annually, and provides for annual payments of interest and principal over the 20 year term of the loan. The interest rate is 3.25% as of September 30, 2014.

At September 30, 2014, the remaining principal balance on the ESOP debt is payable as follows:

The Bank has committed to make contributions to the ESOP sufficient to support the debt service of the loan. The loan is secured by the shares purchased, which are held in a suspense account until released for allocation to the participants, as principal and interest payments are made by the ESOP to the Company.

Shares released are allocated to each eligible participant based on the ratio of each such participant's compensation, as defined in the ESOP, to the total compensation of all eligible plan participants. Forfeited shares shall be reallocated among other participants in the Plan. Cash dividends paid on allocated shares will be distributed, at the direction of the Bank, to participants' accounts or used to repay the principal and interest on the ESOP loan used to acquire Company stock on which dividends were paid. Cash dividends on unallocated shares will be used to repay the outstanding debt of the ESOP.

At September 30, 2014 and 2013, the fair value of unallocated ESOP shares was $9,141,000 and $8,460,000, respectively. As ESOP shares are earned by the participants, the Company recognizes compensation expense equal to the fair value of the earned ESOP shares during the periods in which they become committed to be released.

Total compensation expense recognized in connection with the ESOP was $523,000, $510,000 and $441,000 for the years ending September 30, 2014 and 2013 and 2012, respectively.

Under the Company's 2011 Equity Incentive Plan (the "Stock Plan"), the Company may grant stock options to its directors and employees for up to 999,810 shares of its common stock, reduced by the number of restricted stock awards and restricted stock unit awards granted. Both incentive stock options and non-qualified stock options may be granted under the Stock Plan. The exercise price of each stock option shall not be less than the fair market value of the Company's common stock on the date of the grant and the maximum term of each option is ten years (or five years with respect to incentive stock options granted to an employee who is a 10% stockholder). There are no further shares available for grant under the Stock Plan.

On August 20, 2013, in accordance with the Stock Plan, the Company granted 58,255 stock options to its directors and certain employees of the Company. The fair value of the stock options granted on August 20, 2013 was $2.37 per share. The stock options vest 50% per year from the date of grant over a two-year period.

On February 21, 2012, in accordance with the Stock Plan, the Company granted 584,480 stock options to its directors and certain employees of the Company. The fair value of the stock options granted on February 21, 2012 was $3.95 per share. The stock options vest 20% per year from the date of grant over a five-year period.

The fair value of each stock option granted was estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:

The dividend yield assumption is based upon the Company's history of dividend payouts. The expected term is based upon the expected life or the contractual term of the stock option. The expected volatility is based upon historic volatility. The risk-free interest rate is estimated using the U.S. Treasury yield curve in effect at the time of the grant based upon the expected option term.

A summary of stock option activity under the Stock Plan as of September 30, 2014, and changes during the year then ended, is presented below:

The weighted average grant date fair value of the stock options granted during the years ended September 30, 2013 and 2012 was $2.37 and $3.95, respectively. There were no stock options granted during the year ended September 30, 2014. There were no stock options exercised during the years ended September 30, 2014 and 2013.

For the years ended September 30, 2014, 2013 and 2012, the share-based compensation expense applicable to the stock options was $531,000, $473,000 and $308,000, respectively, and the recognized tax benefit related to this expense was $137,000, $81,000 and $123,000, respectively.

As of September 30, 2014 and 2013, the unrecognized share-based compensation expense related to the non-vested stock options was $1.1 million and $1.7 million, respectively. As of September 30, 2014, this amount is expected to be recognized over a weighted-average period of 2.3 years.

Under the Company's Stock Plan, the Company may issue shares of its common stock as restricted stock awards or restricted stock unit awards to its directors and employees. The maximum number of shares that may be issued under the Stock Plan as restricted stock awards or restricted stock unit awards is 357,075 shares. A restricted stock award is a grant of shares of Company common stock for no consideration, subject to a vesting schedule or the satisfaction of market conditions or performance conditions. A restricted stock unit award is similar, except no shares are actually granted on the grant date.

The Company may issue the shares or purchase the shares of its common stock through open market transactions or negotiated block transactions. Shares issued upon vesting may be either authorized but unissued or reacquired shares held by the Company. Any shares not issued because vesting requirements are not met will again be available for issuance under Stock Plan. The fair market value of shares awarded is based on market price at the date of grant and is recorded as unearned compensation and amortized over the applicable vesting period. There are no further shares available for grant under the Stock Plan.

On August 20, 2013 and February 21, 2012, in accordance with the Stock Plan, the Company granted 75,375 and 281,700 restricted stock awards, respectively, to its directors and certain employees. The shares awarded in August 2013 vest 50% per year over a two-year period and the shares awarded in February 2012 vest 20% per year over a five-year period. The fair value of the restricted stock awards granted on August 20, 2013 and February 21, 2012 was $18.49 and $15.47 per share, respectively.

The following table presents the status of non-vested restricted stock awards under the Stock Plan as of September 30, 2014, and changes during the year then ended:

For the years ended September 30, 2014, 2013 and 2012, the share-based compensation expense applicable to the restricted stock awards was $1.6 million, $988,000 and $581,000, respectively, and the recognized tax benefit related to this expense was $626,000, $395,000 and $232,000, respectively.

As of September 30, 2014 and 2013, the unrecognized share-based compensation expense related to the non-vested restricted stock awards was $2.6 million and $4.2 million, respectively. As of September 30, 2014, this amount is expected to be recognized over a weighted-average period of 2.3 years.

As of September 30, 2014, there were no restricted stock unit awards granted under the Stock Plan.

PEOPLES FEDERAL BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following financial information pertains to the Peoples Federal Bancshares, Inc., (Parent Company Only), and should be read in conjunction with the consolidated financial statements of the Company.

	September 30,

	2014		2013
	(In thousands)
ASSETS
Cash on deposit with Peoples Federal Savings Bank	$	7,141	$	13,223
Investment in subsidiary, Peoples Federal Savings Bank		92,497		88,055
Investment in subsidiary, Peoples Funding Corporation		4,881		5,111
Deferred tax asset		829		767
Other assets		76		269


Total assets	$	105,424	$	107,425




LIABILITIES AND STOCKHOLDERS' EQUITY
Other liabilities	$	1,534	$	1,073
Stockholders' equity		103,890		106,352


Total liabilities and stockholders' equity	$	105,424	$	107,425

	Years Ended September 30,

	2014			2013			2012
	(In thousands)
Non-interest expense:
Salaries and employee benefits	$	2,714		$	2,159		$	1,518
Other operating expense		1,185			342			347


Total non-interest expense		3,899			2,501			1,865


Loss before income taxes and equity in undistributed earnings of subsidiaries		(3,899	)		(2,501	)		(1,865	)
Income tax benefit		(1,049	)		(724	)		(657	)


Loss before undistributed earnings of subsidiaries		(2,850	)		(1,777	)		(1,208	)
Equity in undistributed earnings of subsidiary, Peoples Federal Savings Bank		4,152			3,898			2,694
Equity in undistributed earnings of subsidiary, Peoples Funding Corporation		157			164			171


Net income	$	1,459		$	2,285		$	1,657

PEOPLES FEDERAL BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

	Years Ended September 30,

	2014			2013			2012
	(In thousands)
Cash flows from operating activities:
Net income	$	1,459		$	2,285		$	1,657
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Equity in undistributed earnings of subsidiary, Peoples Federal Savings Bank		(4,152	)		(3,898	)		(2,694	)
Equity in undistributed earnings of subsidiary, Peoples Funding Corporation		(157	)		(164	)		(171	)
Deferred income tax benefit		(62	)		(122	)		(292	)
Decrease (increase) in prepaid income taxes		274			(143	)		15
Increase (decrease) in income taxes payable		325			(162	)		162
Decrease (increase) in due from subsidiary, Peoples Federal Savings Bank		5			131			(37	)
(Increase) decrease in other assets		(6	)		(46	)		1
Increase in other liabilities		136			135			40
Amortization of stock-based compensation and ESOP expense		2,337			1,686			1,044


Net cash provided by (used in) operating activities		159			(298	)		(275	)


Cash flows from investing activities:
Return on investment in subsidiary, Peoples Funding Corporation		387			386			387


Net cash provided by investing activities		387			386			387


Cash flows from financing activities:
Dividends paid		(2,552	)		(2,335	)		(181	)
Common stock repurchased		(4,076	)		(6,015	)		(8,027	)


Net cash used in financing activities		(6,628	)		(8,350	)		(8,208	)


Net decrease in cash and cash equivalents		(6,082	)		(8,262	)		(8,096	)
Cash and cash equivalents at beginning of year		13,223			21,485			29,581


Cash and cash equivalents at end of year	$	7,141		$	13,223		$	21,485

The Parent Company Only Statements of Changes in Stockholders' Equity are identical to the Consolidated Statements of Changes in Stockholders' Equity for the years ended September 30, 2014, 2013 and 2012, and therefore are not reprinted here.

PEOPLES FEDERAL BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

	Years Ended September 30,

	2014									2013
	Fourth Quarter			Third Quarter		Second Quarter		First Quarter		Fourth Quarter		Third Quarter		Second Quarter		First Quarter
	(In thousands, except share data)
Interest and dividend income	$	5,062		$	5,107	$	5,026	$	4,925	$	4,778	$	4,820	$	4,769	$	5,026
Interest expense		635			637		614		622		625		653		705		762


Net interest income		4,427			4,470		4,412		4,303		4,153		4,167		4,064		4,264
Provision for loan losses		—			—		—		—		—		—		80		120


Net interest income, after provision for loan losses		4,427			4,470		4,412		4,303		4,153		4,167		3,984		4,144
Total non-interest income		391			376		444		399		402		472		488		492
Total non-interest expense		4,534			3,928		3,996		3,760		3,767		3,571		3,567		3,441


Income before income taxes		284			918		860		942		788		1,068		905		1,195
Provision for income taxes		432			379		346		388		327		470		360		514


Net (loss) income	$	(148	)	$	539	$	514	$	554	$	461	$	598	$	545	$	681




Weighted-average shares outstanding:
Basic		5,639,461			5,611,087		5,712,699		5,746,458		5,763,952		5,869,813		5,894,114		5,975,422
Diluted		5,639,461			5,678,343		5,748,215		5,810,294		5,811,421		5,905,052		5,914,177		6,031,289
(Loss) earnings per common share:
Basic	$	(0.03	)	$	0.09	$	0.09	$	0.09	$	0.07	$	0.10	$	0.09	$	0.11
Diluted	$	(0.03	)	$	0.09	$	0.09	$	0.09	$	0.07	$	0.10	$	0.09	$	0.11

On October 22, 2014, the Company announced that its Board of Directors declared a quarterly cash dividend of $0.05 per share on the Company's common stock. The dividend was paid to stockholders of record as of November 3, 2014 on November 14, 2014.

PEOPLES FEDERAL BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Concluded)

On November 19, 2014, the defendants entered into a memorandum of understanding with the Morris et al. v Peoples Federal Bancshares, Inc. plaintiffs regarding the settlement of that action. In connection with the settlement contemplated by the memorandum of understanding, the Company has agreed to make certain additional disclosures related to the proposed Merger. The memorandum of understanding contemplates that the parties will seek to enter into a stipulation of settlement.

On November 25, 2014, the stockholders of the Company approved the Merger as described in Note 1. The Company anticipates that the Merger will close in the first calendar-year quarter of 2015, subject to customary closing conditions and the receipt of all regulatory approvals. Upon completion of the Merger, Company stockholders will receive in exchange for each share of Company common stock, either (i) $21.00 in cash or (ii) 0.5523 of a share of Independent common stock in accordance with the terms and conditions of the Merger Agreement and have the right to elect to receive cash or stock, or a combination of cash and stock, for each share of Company common stock, subject to allocation procedures designed to ensure that 60% of the outstanding shares of Company common stock will be converted into shares of Independent common stock and 40% will be converted into cash.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

The Company's President, its Chief Executive Officer, its Chief Financial Officer and other members of its senior management team have evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) or 15d-15(e)), as of September 30, 2014. Based on such evaluation, the Chief Executive Officer, the President and Chief Financial Officer have concluded that the Company's disclosure controls and procedures, as of the end of the period covered by this report, were adequate and effective to provide reasonable assurance that information required to be disclosed by the Company, including the Bank, in reports that are filed or submitted under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under supervision and with the participation of our management, including our Chief Executive Officer, Chief Financial Officer and other members of its senior management team, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of September 30, 2014 based on the framework in Internal Control—Integrated Framework (1992 version) issued by the Committee of Sponsoring Organizations of the Treadway Commission, commonly referred to as the "COSO" criteria. Based on that evaluation, our management concluded that our internal control over financial reporting was effective as of September 30, 2014. Additionally, based upon management's assessment there were no material weaknesses in internal control over financial reporting as of September 30, 2014.

There have been no changes in the Company's internal control over financial reporting during the year ended September 30, 2014 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

Set forth below are the names and ages of our directors and executive officers and other biographical information.

Name	Position with Company

D. Randolph Berry	Director	67
Lee Ann E. Coté	Director	40
Myron Fox	Director	70
Hugh Gallagher	Director	83
James J. Gavin	Executive Vice President	50
William Giudice	Director	60
Christopher Lake	Senior Vice President and Chief Financial Officer	51
Thomas J. Leetch, Jr.	President, Chief Operating Officer and Director	65
Vincent Mannering	Director	62
Norman Posner	Director	68
John F. Reen, Jr.	Director	72
Maurice H. Sullivan, Jr.	Chairman of the Board, Chief Executive Officer and Director	69
Maurice H. Sullivan, III(2)	Director	43
Frederick Taw	Director	64

The business experience for the past five years of each of our directors and executive officers is set forth below. The biographies of each of the board members below contain information regarding the person's business experience and the experiences, qualifications, attributes or skills that caused the Nominating and Corporate Governance Committee and the Board of Directors to determine that the person should serve as a director. Each director is also a director of Peoples Federal Savings Bank. Unless otherwise indicated, directors and executive officers have held their positions for the past five years.

All of the directors are long-time residents of the communities served by the Company and Peoples Federal Savings Bank and many of such individuals have operated, or currently operate, businesses located in such communities. As a result, each director has significant knowledge of the businesses that operate in our market area, an understanding of the general real estate market, values and trends in such communities and an understanding of the overall demographics of such communities. Additionally, as residents of such communities, we believe each director has direct knowledge of the trends and developments occurring in such communities. As the holding company for a community banking institution, the Company believes that the local knowledge and experience of its directors assists the Company in assessing the credit and banking needs of its customers, developing products and services to better serve its customers and assessing the risks inherent in its lending operations, and provides the Company with greater business development opportunities. As local residents, our nominees and directors are also exposed to the advertising, product offerings and community development efforts of competing institutions, which, in turn, assists us in structuring our marketing efforts and community outreach programs.

D. Randolph Berry is a private investor and consulting engineer. He has been associated with Foster-Miller, Inc., (a subsidiary of QinetiQ, a world-wide technology development firm) since 1970. Mr. Berry's significant investing experience assists the Board in analyzing financial transactions and assessing securities investment and asset management strategies. Additionally, his experience with technology matters assists the Board in assessing the technology needs of the Company with respect to its operations and the delivery of its products and services to its customers.

Lee Ann Coté was formerly Senior Vice President—Retail Banking and Human Resources for Peoples Federal Savings Bank. Ms. Coté was employed by the Bank from 1994 to 2010. Ms. Coté has significant banking expertise and background with regard to retail banking, bank operations, marketing and human resources. Ms. Coté's professional experience provides the Board with valuable insight into retail and branch banking as well as the delivery of new products and services.

Myron Fox is an attorney and is the proprietor of the law firm Rollins, Rollins & Fox, Newton, Massachusetts. Mr. Fox joined Rollins, Rollins & Fox one year after his graduation from Boston College Law School in 1969 and became the firm's proprietor in 1975. As a practicing attorney in the local market, Mr. Fox represents local businesses and individuals and handles a variety of real estate transaction matters. Mr. Fox's legal experience provides the Board with insight on legal matters involving the Company, and his local contacts with customers and businesses assists the Company with business generation and product offerings.

Hugh Gallagher is the owner of Center Realty, Inc., a real estate development firm located in Brighton, Massachusetts. Mr. Gallagher's experience as a local real estate developer provides the Board with assistance in assessing local real estate values, trends and developments, in identifying potential new lending customers and in assessing the relative risk of projects and properties securing loans made by Peoples Federal Savings Bank.

James J. Gavin is our Executive Vice President and is the Executive Vice President/Chief Operating Officer and Chief Lending Officer of Peoples Federal Savings Bank. He has been employed at Peoples Federal Savings Bank since 1994. Prior to his employment at Peoples Federal Savings Bank, from 1986 until 1994, Mr. Gavin was an Examiner-in-Charge at the Federal Home Loan Bank Board, which became the Office of Thrift Supervision in 1989.

William Giudice is President and Chief Executive Officer of Xikota Devices, Inc., a semiconductor company that develops high performance components for wireless applications, located in Waltham, Massachusetts. From 2003 until 2007, Mr. Giudice was Vice President and General Manager of Analog Devices. Mr. Giudice has more than 30 years of technology-industry experience. Mr. Giudice's general experience in managing the operations of a technology company provides the Board with general business acumen, and his specific experience in the area of technology assists the Board in assessing technological matters related to the operations of the Company and the delivery of its services and products to its customers.

Christopher Lake is our Senior Vice President and Chief Financial Officer. He has been employed at Peoples Federal Savings Bank since 2000. Prior to his employment with Peoples Federal Savings Bank, from 1988 until 1994, Mr. Lake was an Examiner-in-Charge at the Federal Home Loan Bank Board, which became the Office of Thrift Supervision in 1989. Thereafter, Mr. Lake was employed with another community banking institution as well as KPMG, where he served from 1997 until 2000 as a senior consultant.

Thomas J. Leetch, Jr. is our President and Chief Operating Officer and is the President and Chief Executive Officer of Peoples Federal Savings Bank, positions he has held at the Bank since his initial hire in 1980. Prior to joining Peoples Federal Savings Bank in 1980, Mr. Leetch worked as a senior manager in the Audit Banking Division of a certified public accounting firm as well as serving as Executive Vice President and Treasurer of a Massachusetts-based savings bank. Mr. Leetch has over

37 years of experience in banking. Mr. Leetch's significant local banking experience, auditing background and continued participation in the financial industry trade associations provides the Board with a perspective on the day to day operations of Peoples Federal Savings Bank and assists the Board in assessing the trends and developments in the financial institutions industry on a local and national basis.

Vincent Mannering held the position Executive Director of the Boston Water & Sewer Commission, from January 1995 until his retirement in January 2013. As part of Mr. Mannering's role with the Boston Water & Sewer Commission, he served as a member of the board of directors and was the chairman of the audit and finance committees. From 1992 until 1995, Mr. Mannering was a State Representative for the Commonwealth of Massachusetts. Mr. Mannering practiced law in private practice from 1985 until 1995, and prior to this, Mr. Mannering was an Assistant District Attorney for the Commonwealth of Massachusetts from 1978 until 1985. Mr. Mannering's former experience as a State Representative and as Executive Director of the Boston Water & Sewer Commission, his knowledge of the local municipalities and contacts with local community leaders and politicians provides the Board with insight into dealing with such municipalities and assists the Board in assessing local government actions, which may affect the Company or its subsidiaries.

Norman Posner is a certified public accountant and is the managing partner of Samet & Company, PC, a certified public accounting firm, located in Chestnut Hill, Massachusetts. Mr. Posner has been a certified public accountant since 1972. Mr. Posner has significant expertise and background with regard to accounting matters, the application of generally accepted accounting principles and matters of business finance and business transactions. Mr. Posner's professional and business experience provides the Board with valuable insight into the accounting and public reporting issues faced by the Company and in assessing strategic transactions involving the Company.

John F. Reen, Jr. is the Owner of Lehman, Reen and McNamara Funeral Home, a funeral home located in Brighton, Massachusetts, which Mr. Reen has owned since its establishment in 1974. Mr. Reen's experience as a local business owner and operator provides the board with insight into product offerings aimed at local small businesses. Additionally, through Mr. Reen's active participation in local community service organizations, Mr. Reen provides the Board with assistance in the areas of potential business generation and community outreach efforts.

Maurice H. Sullivan, Jr. is our Chairman and Chief Executive Officer. Mr. Sullivan has served as a board member of Peoples Federal Savings Bank since 1971, has served as Chairman of the Board since 1987 and served as the Chairman and Chief Executive Officer of Peoples Federal MHC and Peoples Federal Bancorp, Inc. from their formation in 2005 until the consummation of our mutual to stock conversion in July 2010. Mr. Sullivan was a practicing attorney from 1971 until his retirement from legal practice in 2007. As a practicing attorney in the local market, Mr. Sullivan represented local businesses and individuals and handled real estate, litigation and business transaction matters for Peoples Federal Savings Bank. Mr. Sullivan's legal experience, local contacts with customers and businesses and institutional knowledge of the development of Peoples Federal Savings Bank provides the Board with valuable perspective as to the operations of the Company and with respect to business generation and product offerings. Mr. Sullivan is the father of board member Maurice H. Sullivan, III.

Maurice H. Sullivan, III is a partner in the Boston, Massachusetts office of Bigham McCutchen, an international law firm, which effective November 24, 2014 was merged into Morgan, Lewis & Bockius LLP, an international law firm with its United States headquarters located in Philadelphia, Pennsylvania. Mr. Sullivan's primary practice area is commercial real estate. Mr. Sullivan's legal experience assists the Board in assessing legal and regulatory matters involving the Company, and his specific expertise in the area of commercial real estate provides the Board insight into the local real estate market in general and, more specifically, insight into the values, trends and developments in the Boston metropolitan area commercial real estate market. Mr. Sullivan is the son of Maurice H. Sullivan, Jr., our Chairman and Chief Executive Officer.

Frederick Taw is an owner of Golden Temple restaurant in Brookline, Massachusetts. As an active member of the local Asian community and participant in Asian community service organizations, Mr. Taw provides the Board with insight into the banking and service needs of the various Asian communities served by the Company and assistance in the areas of potential business generation and community outreach efforts.

General. The Company periodically reviews its corporate governance policies and procedures to ensure that the Company meets the highest standards of ethical conduct, reports results with accuracy and transparency and maintains full compliance with the laws, rules and regulations that govern the Company's operations. As part of this periodic corporate governance review, the Board of Directors reviews and adopts what it believes to be best corporate governance policies and practices for the Company.

Code of Ethics. The Board of Directors has adopted a Code of Ethics for Senior Officers that is applicable to our senior financial officers, including our principal executive officer, principal financial officer, principal accounting officer and all officers performing similar functions. A copy of the Code of Ethics for Senior Officers can be found in the "Investor Relations—Corporate Governance" section of our website at www.pfsb.com.

Audit Committee. Pursuant to Peoples Federal Bancshares's Audit Committee Charter, the Audit Committee assists the Board of Directors in its oversight of the Company's accounting and reporting practices, the quality and integrity of the Company's financial reports and the Company's compliance with applicable laws and regulations. The Audit Committee, which is comprised solely of non-employee directors, all of whom the Board has determined are independent in accordance with the Nasdaq Stock Market listing standards and applicable regulations of the Securities and Exchange Commission, is also responsible for engaging the Company's independent registered public accounting firm and monitoring its conduct and independence. The Board of Directors has designated Norman Posner as an "audit committee financial expert" under the rules of the Securities and Exchange Commission. The report of the Audit Committee required by the rules of the Securities and Exchange Commission is included below. See "Audit Committee Report." The Audit Committee operates under a written charter, which is available on our website at www.pfsb.com.

Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the Company's audited consolidated financial statements be included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2014 for filing with the Securities and Exchange Commission.

This report has been provided by the Audit Committee, which consists of Directors Posner (Chairman), Mannering and Taw.

The Nominating and Corporate Governance Committee has adopted procedures for the submission of recommendations for director nominees by stockholders. Stockholders can submit the names of qualified candidates for director by writing to us at 435 Market Street, Brighton, Massachusetts 02135, Attention: Corporate Secretary. To be timely, the submission of a candidate for director by a stockholder must be received by the Corporate Secretary not less than 180 days prior to the anniversary date of the prior year's proxy statement.

A nomination submitted by a stockholder for presentation by the stockholder at an annual meeting of stockholders must comply with the procedural and informational requirements described in our Bylaws.

General Philosophy and Overall Program Objectives. Our compensation objectives begin with the premise that our success depends, in large part, on the dedication and commitment of the people we place in key management positions, and the incentives we provide such persons to implement successfully our business strategy and other corporate objectives. The overall objectives of our compensation program is to retain, motivate and reward employees and officers (including named

executive officers, as defined below) for performance, and to provide competitive compensation to attract talent to our organization. We recognize that we operate in a competitive environment for talent. Therefore, our approach to compensation considers the full range of compensation techniques that enable us to compare favorably with our peers as we seek to attract and retain key personnel.

The Company seeks to attract, retain and motivate qualified executives to lead the Company, and believes that these qualified executives are crucial to our success. Our approach is to compensate executives commensurate with their experience, expertise and performance, and to be competitive with the other comparative banking companies of similar size, complexities and business. In addition, our compensation programs have been designed and implemented to reward executives for sustained financial and operating performance and to encourage such executives to remain with us for an extended period of time. We design our compensation programs to:

We seek to achieve these objectives through the use of a base salary, annual bonus and grants of long-term, equity-based compensation such as stock options, restricted stock, stock allocations pursuant to our employee stock ownership plan, supplemental employee stock ownership program, employment and change of control agreements and other perquisites. We focus on both current and future compensation and combine both of these elements in a manner that we hope will optimize the executive's contribution to the Company.

We use market and salary information for comparative banking companies of similar size, complexities and business as one factor in making compensation decisions, along with individual contribution and performance, importance of role and responsibilities, as well as leadership and growth potential as additional factors. We also rely upon our judgment and the judgment of compensation professionals in making compensation decisions to insure that the strategic, financial and leadership objectives are met. Accordingly, we believe that our compensation programs assist in enhancing shareholder value.

In making decisions with respect to any element of a named executive officer's compensation, the Compensation Committee considers annually the total compensation that may be awarded to the executive officer, including salary, annual bonus and long-term and short-term incentive compensation. In addition, in reviewing and approving the employment agreements for our named executive officers, the Compensation Committee considers the other benefits to which the officer is entitled by the agreement, including compensation payable upon termination of the agreement under a variety of circumstances. The Compensation Committee's goal is to award compensation that is reasonable when all elements of potential compensation are considered. The Compensation Committee is provided, prior to the end of each fiscal year, a summary compensation schedule for each named executive officer, containing the amount of all forms of compensation. This schedule is used as a tool by the Compensation Committee when considering the total compensation of each named executive officer.

Designing Our Compensation Program. Our compensation program is designed to reward the named executive officers based on their level of assigned management responsibilities, individual experience and performance levels, and knowledge of our organization. The creation of long-term value is highly dependent on the development and effective execution of a sound business strategy by our named executive officers.

Other considerations influencing the design of our executive compensation program are:

Compensation Components. The compensation paid to our named executive officers during fiscal 2014 may consist of the following three primary components:

Base Salaries and Annual Bonuses for Named Executive Officers. The minimum salaries for Mr. Sullivan, Mr. Leetch, Mr. Gavin and Mr. Lake were determined by employment agreements. Any increase over these minimums, and the salaries of the other executive officers, are determined by the Compensation Committee based on a variety of factors, including:

Where not specified by contract, salaries are generally reviewed annually and are designed to reward annual achievements and are to be commensurate with the executive's responsibilities, leadership abilities and management expertise and effectiveness. In addition, the Compensation Committee considers our financial and market performance and the creation of long-term shareholder value in determining salaries.

In fiscal 2014, the Company did not make any non-equity bonus payments to the named executive officers. The Compensation Committee has determined that implementing a non-equity bonus compensation program is consistent with the Company's general compensation objectives. It is expected that this program will be based on the Company's performance and profitability taking in to account the annual operating budget, which is prepared annually by Company management and approved by the Board of Directors at the beginning of the fiscal year. Based on to-be determined criteria, an executive will be entitled to a cash bonus percentage of the executive's base salary.

Long-Term Incentives. Our shareholders approved the Peoples Federal Bancshares, Inc. 2011 Equity Incentive Plan in August 2011. Since that time, equity awards, in the form of stock options and restricted stock awards ("equity awards"), have become an important element of our executive compensation program. We believe our use of equity awards is meeting the objectives of our compensation philosophy by achieving a balance among the elements of compensation that makes us competitive with our industry peers and that creates appropriate incentives for our management team. The Compensation Committee has engaged Pearl Meyer & Partners, an independent compensation advisor, to provide us with their expertise on competitive compensation practices and help us evaluate and compare our compensation program and financial performance with those of our peers.

The long-term incentive program provides a periodic award that is retention-based in that it is designed to recognize the executive's responsibilities, reward demonstrated performance and leadership and to retain such executives. The objective of the program is to align compensation for the named executive officers over a multi-year period directly with the interests of our shareholders by motivating and rewarding creation and preservation of long-term financial strength, shareholder value and relative shareholder return. The level of long-term incentive compensation is determined based on an evaluation of competitive market factors in conjunction with total compensation provided to the named executive officers and the goals of the compensation program. Our long-term incentive compensation generally takes the form of a combination of restricted stock awards and stock options. These two vehicles reward shareholder value creation in slightly different ways. Stock options (which have exercise prices equal to the market price at date of grant) reward named executive officers only if our stock price increases. Restricted stock awards are impacted by all stock price changes, so the value to the named executive officers is affected by both increases and decreases in our stock price.

It is the policy of the Compensation Committee that neither the Compensation Committee, nor any member of our management, shall backdate an equity grant under our long-term incentive program or manipulate the timing of a public release of material information with the intent of benefiting a grantee under the equity award. Accordingly, scheduling decisions concerning equity grants are made without regard to anticipated earnings or major announcements.

Restricted Stock Awards and Stock Options. Restricted stock awards and stock options granted as long-term incentive compensation to the named executive officers vest over a period as determined by the Compensation Committee and are conditioned on continued employment. Stock options have exercise prices of not less than the fair market value of our stock on the date of grant. The Compensation Committee charter prohibits the Compensation Committee from granting an award with a price or value less than the fair market value of our stock on a day other than the grant date of such award. We prohibit the re-pricing of stock options. The Compensation Committee has never granted stock options with exercise prices below the market price of our stock on the date of grant and has never reduced the exercise price of stock options.

On February 21, 2012, the Company granted 281,700 shares of restricted stock awards and 584,480 stock options to our named executive officers, directors and other employees pursuant to the 2011 Equity Incentive Plan, which authorizes a total of 999,810 shares. Each of these awards will vest over five years at 20% per year. On August 20, 2013, the Company granted an additional 75,375 shares of restricted stock awards and 58,255 stock options to our named executive officers, directors and other employees pursuant to the 2011 Equity Incentive Plan. Each of these awards will vest over two years at 50% per year. The Company does not have any shares that remain available for future issuance for stock options or as restricted stock awards.

Periodic Review. The Compensation Committee has previously and will continue to review annually both the bonus program and the long-term incentive program to ensure that their respective key elements continue to meet objectives described above and to determine that such programs do not have a material adverse effect on the Company.

Use of Outside Advisors and Survey Data. The Compensation Committee employs an outside compensation consultant, Pearl Meyer & Partners of Southborough, Massachusetts, to assist in the evaluation of the compensation of our named executive officers and amendments to the salary grades of all employees. The Compensation Committee uses its own criteria coupled with a peer comparison compiled by Pearl Meyer & Partners to establish the named executive officers' base salaries. The above process is repeated for determining fair compensation for all members of the Board of Directors and their committees. The Compensation Committee maintains the authority to approve fees and other retention terms with respect to the compensation consultant. Pearl Meyer & Partners does not provide any additional services beyond annual executive and employee salary based compensation services to the Company.

Supplemental Employee Stock Ownership Plan. We have established a Supplemental Employee Stock Ownership Plan in order to provide restorative payments to executives who are prevented from receiving full benefits contemplated by our employee stock ownership plan's benefit formula. Such plan is used to retain and reward the executive officers for their demonstrated performance and leadership abilities. The restorative payments consist of payments in lieu of shares from the plan that cannot be allocated to participants due to legal limitations imposed on tax-qualified plans. Currently, only the Chairman and Chief Executive Officer and President and Chief Operating Officer are participants in the Supplemental Employee Stock Ownership Plan. The Compensation Committee considers the remuneration received under this plan when annually determining these executives' total compensation.

Defined Benefit Plan. Peoples Federal Savings Bank participates in the Pentegra Defined Benefit Plan for Financial Institutions, a multiple-employer plan. Each of the named executive officers, other than Mr. Sullivan, is a participant in the Defined Benefit Plan. The Defined Benefit Plan provides fixed payments to participants upon retirement, see "Executive Compensation—Tax Qualified Plans—Defined Benefit Plan."

Benefits and Perquisites. The Compensation Committee supports providing benefits and perquisites to the named executive officers that are substantially the same as those offered to officers of comparative financial institutions, which we believe, are reasonable, competitive and consistent with our overall compensation program.

Employment Agreements and Change of Control Agreements. The Compensation Committee believes that our continued success depends, to a significant degree, on the skills and competence of certain senior officers. The employment agreements are intended to ensure that we continue to maintain and retain experienced senior management. Please see "Executive Compensation—Employment Agreements".

In consultation with our advisors, we evaluate the tax and accounting treatment of our compensation program at the time of adoption and on an annual basis to ensure that we understand the financial impact of the program. Our analysis includes a detailed review of recently adopted and pending changes in tax and accounting requirements. As part of our review, we consider modifications and/or alternatives to existing programs to take advantage of favorable changes in the tax or accounting environment or to avoid adverse consequences. To preserve maximum flexibility in the design and implementation of our compensation program, we have not adopted a formal policy that requires all compensation to be tax deductible. However, to the greatest extent possible, we intend to structure our compensation program in a tax efficient manner.

The Compensation Committee believes that any risks arising from our compensation policies and practices for all of our employees, including our named executive officers, are not reasonably likely to have a material adverse effect on the Company or Peoples Federal Savings Bank. We do not use incentive-based compensation linked to individual performance for any officer of the Company. Nominal commissions resulting from sales within Peoples Federal Savings Bank are paid to employees only upon achieving certain sales goals. Salary increases are awarded annually to employees, contingent upon management review of performance, and are generally reflective of cost-of-living increases. In addition, the Compensation Committee believes that the mix and design of the elements of our compensation program will encourage our senior management to act in a manner that is focused on long-term valuation of the Company and Peoples Federal Savings Bank.

The Compensation Committee regularly reviews our incentive-based plans to ensure that controls are in place so that our employees are not presented with opportunities to take unnecessary and excessive risks that could threaten the value of the Company and Peoples Federal Savings Bank. Finally, through our employee stock ownership plan and stock-based incentive plan, we have put more of our common stock into the hands of our employees which align their interests with those of our shareholders, and in turn, we believe, contribute to long-term shareholder value and decrease the likelihood that our employees would take excessive risks that could threaten the value of their common stock received under each plan.

Our Compensation Committee determines and recommends to the full Board, and the Board of Directors ratifies, the salaries to be paid each year to our Chief Executive Officer and those executive officers who report directly to the Chief Executive Officer. None of the members of the Compensation Committee was an officer or employee of the Company or of Peoples Federal Savings Bank during the fiscal year ended September 30, 2014, or is a former officer of the Company or Peoples Federal Savings Bank.

During the fiscal year ended September 30, 2014, (i) no executive of Peoples Federal Bancshares or Peoples Federal Savings Bank served as a member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire Board of Directors) of another entity, one of whose executive officers served on the Compensation Committee of Peoples Federal Bancshares; (ii) no executive officer of Peoples Federal Bancshares or Peoples Federal Savings Bank served as a director of another entity, one of whose executive officers served on the Compensation Committee of Peoples Federal Bancshares; and (iii) no executive officer of Peoples Federal Bancshares or Peoples Federal Savings Bank served as a member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire Board of Directors) of another entity, one of whose executive officers served as a director of Peoples Federal Bancshares or Peoples Federal Savings Bank.

The Compensation Committee has reviewed and discussed the section entitled "Compensation Discussion and Analysis" with management. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the "Compensation Discussion and Analysis" be included in this proxy statement.

This report shall not be deemed incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that we specifically incorporate this report by reference, and shall not otherwise be deemed filed with the Securities and Exchange Commission.

Summary Compensation Table. The following table sets forth the total compensation paid to or earned by our Chief Executive Officer and Chairman of the Board, Maurice H. Sullivan, Jr., our President and Chief Operating Officer, Thomas J. Leetch, Jr. (Mr. Leetch is also President and Chief Executive Officer of Peoples Federal Savings Bank), James J. Gavin, our Executive Vice President (Mr. Gavin is also Executive Vice President, Chief Operating Officer and Chief Lending Officer of Peoples Federal Savings Bank) and Christopher Lake, our Senior Vice President and Chief Financial Officer (Mr. Lake is also Senior Vice President, Chief Financial Officer and Treasurer of Peoples Federal Savings Bank) for the fiscal years ended September 30, 2014, 2013 and 2012. We refer to these individuals as "named executive officers."

Name and Principal Position With Peoples Federal Bancshares

Maurice H. Sullivan, Jr.	2014	451,154	—	—	—	—	83,788	534,942
Chairman and Chief	2013	448,726	—	308,321	33,180	85,253	136,683	1,012,163
Executive Officer	2012	438,750	—	1,005,550	395,000	107,755	48,362	1,995,417
Thomas J. Leetch, Jr.	2014	423,228	—	—	—	274,127	664,918	1,362,273
President and Chief	2013	420,950	—	263,483	33,180	119,260	82,598	919,471
Operating Officer	2012	411,589	—	850,850	395,000	433,570	56,541	2,147,550
James J. Gavin	2014	267,995	—	—	—	374,816	71,875	714,686
Executive Vice	2013	256,918	—	184,900	17,775	116,777	54,031	630,401
President	2012	250,318	—	541,450	252,800	297,297	36,590	1,378,455
Christopher Lake	2014	215,264	—	—	—	250,434	59,344	525,042
Senior Vice President	2013	206,359	—	171,033	15,405	90,035	45,153	527,985
and Chief Financial	2012	201,057	—	464,100	176,960	177,178	30,536	1,049,831
Officer

(3): For 2013, reflects the aggregate grant date fair value of stock options granted August 20, 2013. The assumptions used in the valuation of these awards are included in Note 16 to our audited financial statements included in our Annual Report on Form 10-K for the year ended September 30, 2013, as filed with the Securities and Exchange Commission. For 2012, reflects the aggregate grant date fair value of shares of stock options granted February 21, 2012. The assumptions used in the valuation of these awards are included in Note 16 to our audited financial statements included in our Annual Report on Form 10-K for the year ended September 30, 2012, as filed with the Securities and Exchange Commission.
(4): For 2014, the amounts in this column; (i) for Mr. Sullivan represent no change in value for the supplemental executive retirement agreement; (ii) for Mr. Leetch, the amount reflects a change in value of $255,000 for the pension plan, and $19,127 for the supplemental executive retirement agreement; (iii) for Mr. Gavin, the amount reflects a change in value of $194,000 for the pension plan, and $180,816 for the supplemental executive retirement agreement; and (iv) for Mr. Lake, the amount reflects a change in value of $114,000 for the pension plan, and $136,434 for the supplemental executive retirement agreement. For 2013, the amounts in this column; (i) for Mr. Sullivan represent a change in value of $85,253 for the supplemental executive retirement agreement; (ii) for Mr. Leetch, the amount reflects a change in value of ($79,000) for the pension plan, and $198,260 for the supplemental executive retirement agreement; (iii) for Mr. Gavin, the amount reflects a change in value of ($141,000) for the pension plan, and $257,777 for the supplemental executive retirement agreement; and (iv) for Mr. Lake, the amount reflects a change in value of ($70,000) for the pension plan, and $160,035 for the supplemental executive retirement agreement. For 2012, the amounts in this column represent; (i) for Mr. Sullivan a change in value of $107,755 for the supplemental executive retirement agreement; (ii) for Mr. Leetch, the amount reflects a change in value of $324,000 for the pension plan, and $109,570 for the supplemental executive retirement plan; (iii) for Mr. Gavin, the amount reflects a change in value of $251,000 for the pension plan and $46,297 for the supplemental executive retirement plan; (iv) for Mr. Lake, the amount reflects a change in value of $140,000 for the pension plan, and $37,178 for the supplemental executive retirement agreement.
(5): The amounts in this column reflect what we paid for, or reimbursed, the applicable named executive officer for various benefits and perquisites that we provide. A break-down of the various elements of compensation in this column is set forth in the following table.

	All Other Compensation

Other Compensation	Mr. Sullivan, Jr.		Mr. Leetch, Jr.		Mr. Gavin		Mr. Lake
Employer 401(k) Matching Contribution	$	—	$	8,250	$	7,799	$	6,219
Deferred Compensation		—		572,000		—		—
STD, LTD & Group Life		1,780		1,780		1,993		1,993
Dividends on Unvested Restricted Stock		28,230		23,948		15,640		13,698
Personal Use of Auto		504		504		—		—
ESOP Allocation(1)		29,868		29,868		29,868		24,301
Supplemental ESOP		20,683		17,849		364		—
Accrued Vacation Payout		—		—		14,903		11,970
Split-Dollar Life Insurance		1,973		805		123		131
Tax Gross-ups		750		9,914		1,185		1,032

Total	$	83,788	$	664,918	$	71,875	$	59,344

Employment Agreements. Peoples Federal Bancshares and Peoples Federal Savings Bank have each entered into employment agreements with Messrs. Thomas J. Leetch, Jr., James J. Gavin and Christopher Lake, and Peoples Federal Bancshares has entered into an employment agreement with Maurice H. Sullivan, Jr. (Messrs. Leetch, Gavin, Lake and Sullivan are referred to below as the "executives" or "executive"). The employment agreements with Peoples Federal Bancshares have essentially identical provisions as the Peoples Federal Savings Bank agreements, except that the employment agreements with Peoples Federal Bancshares provide for daily, rather than annual,

renewal, and, in the case of the agreements with Messrs. Leetch, Gavin and Lake, obligate Peoples Federal Bancshares to make any payments not made by Peoples Federal Savings Bank under its agreement with the executive (provided that the executive will not receive any duplicate payments) and will not require an automatic cut-back of severance benefits on a termination of employment in connection with a change in control in order to avoid an excess parachute payment.

Our continued success depends to a significant degree on the skills and competence of these officers, and the employment agreements are intended to ensure that we maintain a stable management base upon our becoming a publicly traded stock company. The discussion below addresses the employment agreement for each executive with Peoples Federal Savings Bank and Peoples Federal Bancshares.

The Peoples Federal Saving Bank employment agreements with Messrs. Leetch, Gavin and Lake, and the Peoples Federal Bancshares employment agreements with Messrs. Leetch, Gavin, Lake and Sullivan, Jr. each provide for three-year terms, subject to, in the case of the Peoples Federal Savings Bank employment agreements, annual renewal by the Board of Directors for an additional year beyond the then-current expiration date, and with respect to the employment agreements with Peoples Federal Bancshares, subject to daily renewals, with annual review by the Board of Directors. The current base salaries under the employment agreements, effective January 1, 2014, are $451,154 for Mr. Sullivan, Jr., $423,228 for Mr. Leetch, $271,224 for Mr. Gavin and $217,860 for Mr. Lake. The agreements also provide for participation in incentive compensation programs, employee benefit plans and programs, regular vacation and paid legal holidays, and certain fringe benefits as described in the agreements. The employment agreements for Messrs. Sullivan and Leetch also provide for the use of an automobile and a cellular phone. In addition, the employment agreements for each of Mr. Leetch and Mr. Sullivan provide that, in the event the executive terminates employment on or after age 65 (or within three years of attaining age 65, in the event termination occurs following a change in control), he and his wife will be entitled to participation in a supplemental medical retiree insurance plan and a prescription drug benefit plan for the remainder of their lives, at no cost to either of them.

Upon termination of an executive's employment for cause, as defined in each of the agreements, the executive will receive no further compensation or benefits under the agreement. If we terminate the executive without cause or if the executive terminates voluntarily under specified circumstances that constitute good reason (as defined in the agreement), the executive will be entitled to the base salary and incentive compensation and the value of all employee benefits that would have been provided for the remaining term of the agreement had the executive's employment not terminated. Such amounts would be paid in a lump sum payment. In addition, the executive will be entitled to participate in any life insurance, non-taxable medical, health, or dental arrangement, subject to the same premium contribution until the earlier of his death, his employment by another employer other than one in which he is the majority owner, or the remaining term of the agreement. In the event of a change in control, followed by the executive's dismissal or resignation following a demotion, loss of title, office or significant authority, or relocation by more than 25-miles, the executive will be entitled to the greater of the payments set forth above or three times his average annual compensation over the last five years, payable in a lump sum, plus, continued welfare benefits either provided under the Peoples Federal Savings Bank plans for a period of up to 36 months or by payment of a cash lump sum payment equal to the cost of providing such benefits for 36 months. In addition, any memberships or automobile use shall be continued during the remaining unexpired term of the agreement. The payments required under the Peoples Federal Savings Bank employment agreements but not under the Peoples Federal Bancshares employment agreements in connection with a change in control will be reduced to the extent necessary to avoid an excess parachute payment.

Upon any termination of employment that would entitle a severance payment (other than a termination in connection with a change in control), each executive will be required to adhere to a one-year non-competition provision. The executive will be required to release us from any and all

claims in order to receive any payments and benefits under their agreements. We will agree to pay all reasonable costs and legal fees of the executives in relation to the enforcement of the employment agreements, provided the executives succeed on the merits in a legal judgment, arbitration proceeding or settlement. The employment agreements also provide for indemnification of the executives to the fullest extent legally permissible.

In connection with the Merger Agreement (see Definitive Proxy Statement filed with the SEC on October 22, 2014), Independent and Peoples have entered into settlement agreements (that include customary waiver and release provisions) with Maurice H. Sullivan, Jr., Peoples' Chairman and Chief Executive Officer, Thomas J. Leetch, Jr., Peoples' President and Chief Operating Officer, James J. Gavin, Peoples' Executive Vice President, and Christopher Lake, Peoples' Senior Vice President and Chief Financial Officer, for the purpose of setting forth, and avoiding any future disagreement with respect to, the payments and benefits that these executive officers are entitled to receive under their pre-existing agreements with Peoples and Peoples Federal Savings Bank, as applicable. Pursuant to the settlement agreements, the pre-existing agreements will be terminated or amended, as the case may be, at the closing of the merger and, subject to certain exceptions, the executive officers will look solely to the terms of the settlement agreements to determine their rights to receive severance and other payments and benefits.

Grants of Plan-Based Awards. There were no grants of plan-based awards for our named executive officers during the fiscal year ended September 30, 2014.

2011 Equity Incentive Plan. In 2011, the Board of Directors adopted, and the Company's shareholders subsequently approved, the Peoples Federal Bancshares, Inc. 2011 Equity Incentive Plan (the "Equity Incentive Plan"), to provide officers, employees and directors of the Company and the Bank with additional incentives to promote the long-term financial success of the Company and the Bank.

The Equity Incentive Plan is administered by the members of the Compensation Committee. The Committee may determine the type of award and the terms and conditions of each award under the Equity Incentive Plan, which shall be set forth in an award agreement delivered to each participant. The following types of awards may be granted under the Equity Incentive Plan: (a) stock options, which may be either "incentive" stock options or "non-qualified" stock options; (b) restricted stock; and (c) restricted stock units. The Equity Incentive Plan authorizes the issuance of up to 999,810 shares of Company common stock pursuant to grants of incentive and non-qualified stock options, restricted stock awards, and restricted stock units. Up to 999,810 shares may be delivered pursuant to grants of stock options (all of which may be incentive stock options) and up to 357,075 shares may be issued as restricted stock awards or restricted stock units. With respect to options granted under the Equity Incentive Plan, the exercise price may not be less than the fair market value of a share of our common stock on the date the stock option is granted.

The Committee is authorized to grant awards, the vesting of which may be subject to the satisfaction of performance-based conditions. The vesting date of performance-based awards is the date on which all the performance measures are attained and the performance period is concluded. Any unvested performance-based awards for which the performance measures are not satisfied will be forfeited without consideration. If the right to become vested in an award under the Equity Incentive Plan is conditioned on the completion of a specified period of service with the Company or its subsidiaries, without the achievement of performance measures or objectives, then the required period of service for full vesting shall be determined by the Committee and evidenced in the award agreement.

As of September 30, 2014, 357,075 shares of restricted stock and 642,735 options had been granted representing all of the shares authorized under the Equity Incentive Plan. The following table sets forth

information with respect to the outstanding equity awards held by our named executive officers for the fiscal year ended September 30, 2014.

Outstanding Equity Awards at Fiscal Year Ended September 30, 2014

	Option Awards							Stock Awards
Name	Number of Securities Underlying Unexercised Options Exercisable (#)		Number of Securities Underlying Unexercised Options Unexercisable (#)		Option Exercise Price ($)		Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)(1)
Maurice H. Sullivan, Jr.		40,000		60,000		15.47	02/21/22		39,000		780,000
		7,000		7,000		18.49	08/20/23		8,338		166,760
Thomas J. Leetch, Jr.		40,000		60,000		15.47	02/21/22		33,000		660,000
		7,000		7,000		18.49	08/20/23		7,125		142,500
James J. Gavin		25,600		38,400		15.47	02/21/22		21,000		420,000
		3,750		3,750		18.49	08/20/23		5,000		100,000
Christopher Lake		17,920		26,880		15.47	02/21/22		18,000		360,000
		3,250		3,250		18.49	08/20/23		4,625		92,500

Options Exercised and Stock Vested. The following table sets forth, for each of our named executive officers, the value of securities vested during the fiscal year ended September 30, 2014. No stock option awards were exercised during the fiscal year ended September 30, 2014.

Split Dollar Plans. Peoples Federal Savings Bank entered into endorsement split dollar life insurance plans for the benefit of several senior executives, including Messrs. Sullivan, Jr., Leetch, Gavin and Lake, effective December 1, 2004, as amended in 2006. Effective March 1, 2011, the plans were amended to increase the amount of the death proceeds payable under the plans. The split dollar plans divide the death proceeds payable under certain life insurance policies owned by the Bank that insure the lives of the participating employees between the Bank and the designated beneficiary of each insured participating employee. The amounts of death proceeds available for the named executive officers who are beneficiaries range from $175,000 to $450,000. The death benefit payable to the beneficiaries of each of Messrs. Sullivan, Jr., Leetch, Gavin and Lake is $450,000, $400,000, $175,000 and $175,000, respectively, provided that such benefit cannot exceed the net death proceeds under the applicable policy (i.e., the total death proceeds reduced by the greater of (i) the cash surrender value or (ii) the aggregate premiums paid by the Bank). The Bank will pay the premiums due on all the policies and will gross-up the income of Messrs. Sullivan, Jr. and Leetch (but not Gavin or Lake) to reimburse the executives for the taxes paid on the additional term insurance protection received for such year. A participant's rights under the split dollar plan will automatically cease upon the participant's termination for cause. In the event the Bank decides to maintain the policy after the participant's

termination of participation in the plan due to cause, the Bank will be the direct beneficiary of the entire death proceeds of the policy. In the event of any other termination, the participant's rights in the policy continue after termination, provided, however, the Bank may replace the policy with a comparable policy.

Nonqualified Deferred Compensation. Peoples Federal Savings Bank adopted a Voluntary Deferred Compensation Plan for Executives, effective January 1, 2006. An executive designated as eligible to participate in the plan may elect to become a participant by submitting to the Compensation Committee a written election to defer a percentage or a specified dollar amount that would otherwise be earned in the following calendar year. Amounts deferred by the executive will be deemed invested in investments designated as available by the Compensation Committee. The executive may direct that the amounts credited to his account be applied in the proportions he may designate in each deemed investment and may elect to change his investment direction. Each executive's account will be deemed credited at the end of each calendar quarter, or other dates designated by the Compensation Committee, with the earnings or losses the account would have experienced had the account actually been invested in the deemed investment. Executives are vested in all amounts in their accounts at all times. Payments under the plan will commence upon a fixed date selected by the executive at the time of the deferral, which may be either the last day of a calendar quarter ending at least two years from the end of the calendar year in which the deferred compensation would otherwise become payable, but no later than the end of the calendar quarter in which the executive attains age 75, or the last day of any calendar quarter ending after the executive's separation of service. The executive will select the form of payment at the time the executive elects to defer compensation from the forms of payment available under the plan. To the extent permitted by the Compensation Committee, an executive may request a distribution in the event of an unforeseeable emergency. In the event the executive dies before payments have commenced, the amount allocated to the executive's account will be paid to the executive's beneficiary. If payments of a deferred amount have already commenced in the form of installments at the time of the executive's death, the payments will continue to be made in the same form to the executive's beneficiary.

In connection with our mutual to stock conversion and stock offering which was consummated in July 2010, the Bank amended and restated the Voluntary Deferred Compensation Plan for Executives to include a supplemental employee stock ownership feature (referred to herein as the "supplemental ESOP" portion of the plan). The supplemental ESOP portion of the plan provides additional cash benefits at retirement or other termination of employment to participants whose benefits under the tax-qualified employee stock ownership plan, described below, are limited by tax law limitations applicable to tax-qualified plans. Messrs. Sullivan, Jr., Leetch and Gavin are the initial participants in this portion of the plan. The supplemental ESOP credits each participant who also participates in the tax-qualified employee stock ownership plan with an annual amount equal to the sum of the difference (expressed in dollars) between "(a)" and "(b)" where "(a)" is the number of shares of common stock of Peoples Federal Bancshares that would have been allocated to the participant's account in the tax-qualified employee stock ownership plan, but for the tax law limitations, and "(b)" is the actual number of shares allocated to the participant's account in the tax-qualified employee stock ownership plan. In each case, the number of shares is multiplied by the fair market value of the shares on the allocation date to determine the annual allocation amount. Each participant is permitted to invest the annual amount credited to his or her account among investments selected by the Compensation Committee of the Board of Directors, which has been selected to administer the plan. Each participant's account value is based on the value of the investments in which the participant invests, or is deemed to invest into his account.

The following table provides information with respect to the named executive officer's benefit under the Voluntary Deferred Compensation Plan for Executives for the fiscal year ended September 30, 2014.

Salary Continuation Agreements. Peoples Federal Savings Bank entered into Salary Continuation Agreements with Thomas J. Leetch, Jr., James J. Gavin and Christopher Lake. In addition, Peoples Federal Bancshares has entered into a Salary Continuation Agreement with Maurice H. Sullivan, Jr. In April 2011, these agreements were amended to increase the benefits to the executives. Each of the Salary Continuation Agreements is substantially similar except for the difference in the benefits payable under the individual agreements.

The agreements for each executive provide that upon normal retirement (i.e., age 65 and completion of 15 years of service) the executive will receive an annual benefit, payable in monthly installments over a period of 20 years. Under the amended agreements, the annual benefits will be $175,000 for Mr. Leetch, $84,555 for Mr. Sullivan, Jr., $183,276 for Mr. Gavin and $135,560 for Mr. Lake. In the event of early termination before age 65 (but after completion of at least 15 years of service in the case of Messrs. Leetch, Gavin and Lake), for reasons other than death, disability, termination for cause or within 12 months following a change in control, the executive will be entitled to an annual benefit based on his age at the time of termination, payable in monthly installments over a period of 20 years. If such termination had occurred on September 30, 2014, the annual benefit payable to Messrs. Gavin and Lake would have been $58,238 and $45,780, respectively. Mr. Sullivan, Jr. and Mr. Leetch have attained their normal retirement ages and would be entitled to their full retirement benefits of $84,555 and $175,000, respectively, in the event their retirement had occurred on September 30, 2014. Such benefit would commence at the executive's normal retirement date (i.e., the later of separation from service or attainment of age of 65). In the event of a change in control followed within 12 months by the executive's separation from service, the executive will receive an annual benefit payable in monthly installments commencing on the first day of the month following separation from service, over a period of 20 years. Assuming the separation from service occurred on September 30, 2014, the benefit payable on a change in control will be $175,000 for Mr. Leetch, $84,555 for Mr. Sullivan, Jr., $183,276 for Mr. Gavin and $135,560 for Mr. Lake. The executives (or their beneficiaries) will also be entitled to certain benefits in the event of the executive's disability or death. The agreements also include a one-year non-compete provision in the event of the executive's separation from service (except in the event of separation from service following a change in control).

The following table sets forth the actuarial present value of each named executive officer's accumulated benefit under our defined benefit pension plan and their Salary Continuation Agreements, along with the number of years of credited service for the fiscal year ended September 30, 2014.

Pension Benefits At And For The Fiscal Year Ended September 30, 2014

Name	Plan Name	Number of Years of Credited Service (#)		Present Value of Accumulated Benefit ($)		Payments During Last Fiscal Year ($)
Maurice H. Sullivan, Jr.(1)	Salary Continuation Plan		10.0		1,917,055		—
Thomas J. Leetch, Jr.	Defined Benefit Pension Plan		37.8		2,582,000		—
	Salary Continuation Plan		10.0		2,153,123		—
James J. Gavin	Defined Benefit Pension Plan		26.8		895,000		—
	Salary Continuation Plan		10.0		1,225,635		—
Christopher Lake	Defined Benefit Pension Plan		18.3		511,000		—
	Salary Continuation Plan		10.0		953,280		—

Defined Benefit Plan. Peoples Federal Savings Bank participates in the Pentegra Defined Benefit Plan for Financial Institutions, a multiple-employer plan. Employees who were hired prior to July 1, 2010 by Peoples Federal Savings Bank and who have completed one year of employment and have attained age 21 are eligible to participate in the plan, except for employees compensated on an hourly basis. Employees of Brookline Co-operative Bank as of September 10, 2007, the date we acquired Brookline Co-operative Bank, received credit under the plan for their service with Brookline Co-operative Bank for purposes of meeting the eligibility requirements of the plan and for purposes of vesting. No employees hired on or after July 1, 2010 are eligible to participate in the plan. A participant becomes vested in his or her retirement benefit upon completion of five years of employment, provided that a participant who has reached age 65 becomes 100% vested, regardless of the number of completed years of employment.

As of July 1, 2012, the benefit formula under the pension plan for determining benefits for employees of the Bank was amended. Prior to the amendment, upon termination of employment at or after age 65, a participant was entitled to an annual normal retirement benefit equal to 2% of the participant's average annual salary for the five highest paid consecutive years of benefit service multiplied by the number of years of benefit service. The amendment modified the benefit formula so that the new annual normal retirement benefit would be equal to 1%, rather than 2%, of a participant's average annual salary for the five highest paid consecutive years of service. For purposes of determining a participant's normal retirement benefit after June 30, 2012, the difference between a participant's annual normal retirement benefit as of June 30, 2012, calculated under the original formula and as calculated under the formula as amended (referred to as the "frozen add-on") will be added to the annual normal retirement benefit calculated under the amended formula for their entire period of service.

A participant who terminates employment prior to age 65 who has become vested in a benefit will be entitled to an annual early retirement benefit, which may commence at age 45. The early retirement benefit is equal to the vested amount of the normal retirement benefit accrued at the participant's termination date. Payment of the early retirement benefit can begin as early as 45, in which case the accrued benefit will be reduced by applying an early retirement factor of 3% per year for each year that payments begin prior to age 65. Normal and early retirement benefits are generally payable over the lifetime of the participant, or the participant and a beneficiary, and include a death benefit upon the participant's death. Other optional forms of distribution under the plan include various annuities, including a higher lifetime benefit with no death benefit or a joint and 50% survivor annuity, among other things. In the event a participant dies while in active service, the participant's beneficiary will be entitled to a death benefit equal to 100% of the participant's last 12 months' salary, plus an additional 10% of such salary for each year of benefit service until a maximum of 300% of such salary is reached for 20 or more years, plus a refund of the participant's own contributions, if any, plus interest. Messrs. Leetch, Gavin and Lake have approximately 38, 27 and 18 years, respectively, of credited service under the plan.

401(k) Plan. Peoples Federal Savings Bank maintains the Peoples Federal Savings Bank 401(k) Plan for the benefit of its eligible employees. A participant may contribute up to 100% of his or her compensation, which includes base salary, plus overtime and bonus, to the 401(k) plan on a pre-tax basis, subject to the limitations imposed by the Internal Revenue Code. In addition, the 401(k) plan provides that the Bank will make matching contributions to the account of a participant in an amount equal to 50% of the participant's contributions on the first six percent of the participant's compensation for the year. Unless elected otherwise by the participant, the benefits under the 401(k) plan are generally distributed in the form of a lump sum payment following the participant's termination of employment. Effective May 1, 2010, the Bank transferred the assets attributable to the Bank's employees from the Pentegra multiple-employer plan to a single-employer plan and added the Peoples Federal Bancshares Stock Fund as an investment alternative. This change permitted Peoples Federal Savings Bank 401(k) Plan participants to invest their account balances in the Peoples Federal Bancshares Stock Fund, both in the offering and afterwards. A participant has the right to direct the trustee regarding the voting of shares purchased for his or her plan account.

Employee Stock Ownership Plan. Peoples Federal Savings Bank has an employee stock ownership plan for eligible employees. Eligible employees who have attained age 21 and who are employed for one year will begin participation in the employee stock ownership plan on the later of the effective date of the employee stock ownership plan or upon the first entry date commencing on or after the eligible employee's completion of 1,000 hours of service during a continuous 12-month period.

The employee stock ownership plan purchased, on behalf of the employee stock ownership plan, 8% of the total number of shares of Peoples Federal Bancshares common stock issued in the offering, including shares contributed to the charitable foundation. The employee stock ownership plan obtained a loan equal to the aggregate purchase price of the common stock from a subsidiary of Peoples Federal Bancshares. The loan will be repaid principally through Peoples Federal Saving Bank's contribution to the employee stock ownership plan and dividends payable on common stock held by the employee stock ownership plan over the anticipated 20-year term of the loan.

The trustee holds the shares purchased by the employee stock ownership plan in an unallocated suspense account, and shares are released from the suspense account on a pro-rata basis as Peoples Federal Savings Bank repays the loan. The trustee allocates the shares released among participants on the basis of each participant's proportional share of compensation relative to all participants. A participant becomes vested in his or her account balance at the rate of 20% per year over a 5-year period. Generally, participants will receive distributions from the employee stock ownership plan upon separation from service. The employee stock ownership plan permits participants to direct the trustee as to how to vote the shares of common stock allocated to their accounts. The trustee votes unallocated

shares and allocated shares for which participants do not provide instructions on any matter in the same ratio as those shares for which participants provide instructions, subject to fulfillment of the trustee's fiduciary responsibilities.

The following table sets forth estimates of the amounts that would be payable to the named executive officers upon the executive's voluntary resignation, retirement, involuntary termination or resignation for "good reason," termination following a change in control, death or disability, if such termination were effective as of September 30, 2014. The table does not include vested or accrued benefits under tax-qualified benefit plans that are disclosed elsewhere in this report. The actual amounts to be paid upon any future termination can only be determined at the time of such actual separation. In addition, this table does not include the effect, if any, of accelerated vesting of stock-based compensation or the settlement agreements entered into in connection with the Merger

Agreement between the Company and Independent Bank Corp. (see Definitive Proxy Statement, filed with the SEC on October 22, 2014).

Name

Maurice H. Sullivan, Jr.
Employment Agreement:
Cash Severance(1)	—	1,353,462	1,746,385	1,746,385	253,500	225,577
Welfare Benefits(2)	—	241,349	241,349	241,349	24,496	10,640
Perquisites(3)	—	26,112	26,112	26,112	—	—
Salary Continuation Plan(4)	—	—	—	—	—	—
Restricted Stock(5)	—	—	946,760	—	946,760	946,760
Stock Options(6)	—	—	282,370	—	282,370	282,370
Split-Dollar(7)	450,000	450,000	450,000	450,000	450,000	450,000
Thomas J. Leetch, Jr.
Employment Agreement:
Cash Severance(1)	—	1,269,684	2,264,430	2,264,430	692,966	211,614
Welfare Benefits(2)	—	281,144	281,144	281,144	109,376	10,640
Perquisites(3)	—	26,112	26,112	26,112	—	—
Salary Continuation Plan(4)	—	—	2,037,005	2,037,005	2,037,005	2,037,005
Restricted Stock(5)	—	—	802,500	—	802,500	802,500
Stock Options(6)	—	—	282,370	—	282,370	282,370
Split-Dollar(7)	400,000	400,000	400,000	400,000	400,000	400,000
James J. Gavin
Employment Agreement:
Cash Severance(1)	—	813,672	1,021,652	1,021,652	934,254	135,612
Welfare Benefits(2)	—	47,726	47,726	47,726	449,280	16,051
Perquisites(3)	—	—	—	—	—	—
Salary Continuation Plan(4)	—	—	2,037,005	2,037,005	2,037,005	2,037,005
Restricted Stock(5)	—	—	520,000	—	520,000	520,000
Stock Options(6)	—	—	179,615	—	179,615	179,615
Split-Dollar(7)	175,000	175,000	175,000	175,000	175,000	175,000
Christopher Lake
Employment Agreement:
Cash Severance(1)	—	653,580	833,852	833,852	290,282	108,930
Welfare Benefits(2)	—	47,726	47,726	47,726	437,067	16,051
Perquisites(3)	—	—	—	—	—	—
Salary Continuation Plan(4)	—	—	1,477,130	1,477,130	1,477,130	1,477,130
Restricted Stock(5)	—	—	452,500	—	452,500	452,500
Stock Options(6)	—	—	126,674	—	126,674	126,674
Split-Dollar(7)	175,000	175,000	175,000	175,000	175,000	175,000

(2): For Messrs. Sullivan, Jr. and Leetch, the welfare benefits provided under the Employment Agreement includes lifetime health benefits for the executive and his spouse if the executive's employment terminates after age 65 (or within three years prior to age 65 if such termination occurs after a change in control). For Messrs. Sullivan and Leetch, the amounts shown are based on the present value of such lifetime benefits. For Messrs. Gavin and Lake, the amounts shown in the columns titled "Involuntary or Constructive Termination," "Involuntary or Constructive Termination after a Change in Control," and "Voluntary Resignation after a Change in Control" reflect the present value of providing such benefits for a period of three years following the termination event.
(3): For Messrs. Sullivan, Jr. and Leetch, the perquisites to which they would each be entitled in connection with an involuntary or constructive termination without cause, either before or after a change in control, or a voluntary resignation for any reason within 90 days after a change in control represents the cost associated with the use of their Company provided automobiles for 36 months following the executive's termination.
(4): For Mr. Sullivan, Jr., who has attained the normal retirement age of 65, the normal retirement benefit to which he is entitled under the Salary Continuation Plan on each of the termination events is fully vested and is fully represented in the Pension Benefits table. For each of Messrs. Leetch, Gavin and Lake, the benefit to which the executive would be entitled on a voluntary resignation under the Salary Continuation Plan is fully represented in the table on Pension Benefits at and for the Fiscal Year Ended September 30, 2014. In the event of a termination in connection with an involuntary or constructive termination without cause following a change in control, a voluntary resignation for any reason within 90 days after a change in control, or in the event of their death or disability, Messrs. Leetch, Gavin and Lake would become vested in the full normal retirement benefit to which they would otherwise be entitled at age 65. The present value of that enhancement is set forth in the appropriate column above.
(5): For each of the named executive officers, the unvested restricted stock held by such person fully vests upon an involuntary termination of service (other than cause) or a constructive termination for good reason following a change in control or in the event of death or disability. The amount shown in each column reflects the number of shares of restricted stock held by the named executive officer on September 30, 2014 multiplied by the closing price of the Company's common stock on that date.
(6): For each of the named executive officers, the unvested stock options held by such person fully vests upon an involuntary termination of service (other than cause) or a constructive termination for good reason following a change in control or in the event of death or disability. The amount shown in each column reflects the positive difference between the closing price of the Company's common stock on September 30, 2014, and the exercise price of the executive's stock option, multiplied by the number of stock options held by the executive.
(7): Each of the named executive officers is fully vested in a death benefit under a split dollar life insurance agreement entered into between the executive and the Bank in 2004, as amended in 2006 and 2011. The amount set forth in each column above represents the death benefit payable to the executive's beneficiary under said agreement and is not intended to reflect the income to be recognized by such executive under the split dollar agreement until the executive's death.

The following table sets forth the compensation paid to our directors who are not also employees during the fiscal year ended September 30, 2014. Each of our directors also serves on the Board of

Directors of Peoples Federal Savings Bank and the below table includes fees received for membership on that board as well as on the board of Peoples Federal Bancshares.

Director Compensation For the Year Ended September 30, 2014

Name	Fees Earned or Paid in Cash(2) ($)			Stock Awards ($)		Option Awards ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)		All Other Compensation(3) ($)		Total ($)
D. Randolph Berry		33,000			—		—		—		3,757		36,757
Lee Ann E. Coté		27,000			—		—		1,387		3,700		32,087
Myron Fox		27,000			—		—		—		3,728		30,728
Hugh Gallagher		36,000			—		—		—		3,714		39,714
William Giudice		26,000			—		—		—		3,700		29,700
Vincent Mannering		32,000	(1)		—		—		6,883		3,785		42,668
Norman Posner		34,000			—		—		—		3,757		37,757
John F. Reen, Jr.		30,000			—		—		—		3,728		33,728
Maurice H. Sullivan, III		29,000			—		—		2,645		3,785		35,430
Frederick Taw		33,000			—		—		—		3,785		36,785

Fees Earned or Paid in Cash

Name	Bank Board Fees ($)			Bancshares Retainer ($)		Investment Committee ($)		Audit Committee ($)		Building Committee ($)		Compensation Committee ($)		ALCO Committee ($)		Other Committees ($)
D. Randolph Berry		15,000			8,000		6,000		—		—		—		2,000		2,000	(1)
Lee Ann E. Coté		15,000			8,000		—		—		—		—		2,000		2,000	(2)
Myron Fox		17,000			8,000		—		—		—		—		—		2,000	(3)
Hugh Gallagher		15,000			8,000		6,000		—		6,000		1,000		—		—
William Giudice		15,000			8,000		—		—		—		1,000		—		2,000	(4)
Vincent Mannering		15,000	(5)		8,000		—		9,000		—		—		—		—
Norman Posner		15,000			8,000		—		9,000		—		—		—		2,000	(6)
John F. Reen, Jr.		15,000			8,000		6,000		—		—		1,000		—		—
Maurice H. Sullivan, III		15,000			8,000		6,000		—		—		—		—		—
Frederick Taw		15,000			8,000		—		9,000		—		1,000		—		—

Fees. In the fiscal year ended September 30, 2014, Peoples Federal Savings Bank paid each non-employee director a fee of $1,250 for each board meeting attended, provided that a director could

miss one board meeting during the fiscal year and receive fees for such meeting. The board secretary of Peoples Federal Savings Bank earns $1,417, inclusive of the $1,250 board fee for non-employee directors, per meeting attended. Our non-employee directors received $500 for each committee meeting attended. Peoples Federal Bancshares pays an annual retainer of $8,000.

Voluntary Deferred Compensation Plan for Directors. Peoples Federal Savings Bank adopted a Voluntary Deferred Compensation Plan for Directors, effective January 1, 2006. A director may elect to become a participant by submitting to the Compensation Committee a written election to defer a percentage or a specified dollar amount that would otherwise be earned by the individual in the following calendar year. Amounts deferred by a director will be deemed invested in investments designated as available by the Compensation Committee. The director may direct that the amounts credited to his account be applied in the proportions he may designate in each deemed investment made available by the Compensation Committee and may elect to change his investment direction. Each director's account will be deemed credited at the end of each calendar quarter, or other dates designated by the Compensation Committee, with the earnings or losses the account would have experienced had the account actually been invested in the deemed investment. Directors are vested in all amounts in their accounts at all times. Payments under the plan will commence upon a fixed date selected by the director at the time of the deferral, which may be either the last day of a calendar quarter ending at least two years from the end of the calendar year in which the deferred compensation would otherwise become payable, but no later than the end of the calendar quarter in which the director attains age 75, or the last day of any calendar quarter ending after the director's separation of service. The director will select the form of payment at the time the director elects to defer compensation from the forms of payment available under the plan. To the extent permitted by the Compensation Committee, a director may request a distribution in the event of an unforeseeable emergency. In the event the director dies before payments have commenced, the amount allocated to the director's account will be paid to the director's beneficiary. If payments of a deferred amount have already commenced in the form of installments at the time of the director's death, the payments will continue to be made in the same form to the director's beneficiary.

Director Retirement Agreements. In 2004, Peoples Federal Savings Bank entered into Director Retirement Agreements with Messrs. Vincent Mannering, John F. Reen, Jr., Maurice H. Sullivan, III and Maurice H. Sullivan, Jr. In April 2011, the agreement for Mr. Sullivan, Jr. was amended to increase the retirement benefit payable upon Mr. Sullivan, Jr.'s termination of service.

The agreements provide that upon termination of service on or after normal retirement age (age 70 for Messrs. Mannering, Reen, Jr. and Sullivan, III, and age 65 for Mr. Sullivan, Jr.) for reasons other than death, the director will receive annual benefits of $14,609 with respect to Mr. Mannering, $9,869 with respect to Mr. Reen, Jr., $32,011 with respect to Mr. Sullivan, III and, $80,455 with respect to Mr. Sullivan, Jr. payable in monthly installments commencing on the first day of the month following the director's normal retirement date. If a director had terminated service on September 30, 2014, before attaining his normal retirement age for reasons other than death, disability, termination for cause or following a change in control, the director would receive annual benefits of $9,664 with respect to Mr. Mannering, $9,869 with respect to Mr. Reen, Jr. and $12,987 with respect to Mr. Sullivan, III. Such benefits would be payable to the directors in monthly installments commencing on the first day of the month following the director's attainment of normal retirement age. Mr. Sullivan, Jr., had attained his normal retirement age as of September 30, 2014, and in the event he had terminated service on such date, he would have received his full retirement benefit of $80,455. Upon a change in control followed by the director's termination of service within 12 months, the director will receive annual benefits of $14,609 for Mr. Mannering, $9,869 for Mr. Reen, Jr., $32,011 for Mr. Sullivan, III and $80,455 for Mr. Sullivan, Jr., payable in monthly installments commencing on the first day of the month following the director's termination of service. The annual retirement benefit will be paid to each of Messrs. Mannering, Reen and Sullivan, III over a period of 10 years and to

Mr. Sullivan, Jr., over a period of 20 years. The agreements include a 12-month non-compete provision, provided that the non-compete provision is not applicable following a change in control. In the event that any benefit under the agreements would create an excise tax under Section 280G of the Internal Revenue Code, the benefit will be reduced to the maximum benefit that would not result in any such excise tax.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Section 16(a) Beneficial Ownership Reporting Compliance. Our common stock is registered pursuant to Section 12(b) of the Securities Exchange Act of 1934. The officers and directors of Peoples Federal Bancshares and beneficial owners of greater than 10% of our shares of common stock ("10% beneficial owners") are required to file reports on Forms 3, 4 and 5 with the Securities and Exchange Commission disclosing beneficial ownership and changes in beneficial ownership. Securities and Exchange Commission rules require disclosure in our Proxy Statement and Annual Report on Form 10-K of the failure of an officer, director or 10% beneficial owner of the shares of common stock to file a Form 3, 4 or 5 on a timely basis. Based on our review of such ownership reports, we believe that no officer, director or 10% beneficial owner of Peoples Federal Bancshares failed to file such ownership reports on a timely basis for the fiscal year ended September 30, 2014.

Beneficial Owners. Persons and groups who beneficially own in excess of 5% of our shares of common stock are required to file certain reports with the Securities and Exchange Commission regarding such ownership pursuant to the Securities Exchange Act of 1934. The following table sets forth, as of December 12, 2014, the shares of our common stock beneficially owned by each person known to us who was the beneficial owner of more than 5% of the outstanding shares of our common stock. Percentages are based on 6,239,436 shares of Company common stock issued and outstanding as of December 12, 2014.

Directors and Management. The directors of Peoples Federal Bancshares are the same persons who are the directors of Peoples Federal Savings Bank. In addition, each executive officer of Peoples Federal Bancshares is also an executive officer of Peoples Federal Savings Bank. We expect that Peoples Federal Bancshares and Peoples Federal Savings Bank will continue to have common executive officers until there is a business reason to establish separate management structures. The executive officers of Peoples Federal Bancshares and Peoples Federal Savings Bank are elected annually.

The following table states our executive officers' and directors' names, their ages as of September 30, 2014, the years when the directors began serving as directors of Peoples Federal Savings Bank and when their current term expires and the amount and percentage of Company common stock owned by each person individually and in total by all of management and directors as a group.

Name	Position(s) Held With Peoples Federal Bancshares, Inc.(1)		Director Since(2)	Current Term Expires

DIRECTORS
D. Randolph Berry	Director	67	2007	2015	110,865	(5)	1.8	%
Lee Ann E. Coté	Director	40	2010	2015	22,174	(4)(6)	*
Myron Fox	Director	70	2007	2016	47,802	(7)	*
Hugh Gallagher	Director	83	1988	2015	23,525		*
William Giudice	Director	60	2009	2016	19,525	(8)	*
Thomas J. Leetch, Jr.	President, Chief Operating Officer and Director	65	1980	2017	170,525	(4)(9)	2.7
Vincent Mannering	Director	62	2003	2017	31,675	(10)	*
Norman Posner	Director	68	2007	2017	43,825	(11)	*
John F. Reen, Jr.	Director	72	2003	2016	26,025	(12)	*
Maurice H. Sullivan, Jr.	Chairman of the Board, Chief Executive Officer and Director	69	1971	2016	186,383	(4)(13)	3.0
Maurice H. Sullivan, III	Director	43	1999	2017	37,360	(14)	*
Frederick Taw	Director	64	2007	2015	28,525		*
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
James J. Gavin	Executive Vice President	50	n/a	n/a	99,178	(15)	1.6
Christopher Lake	Senior Vice President and Chief Financial Officer	51	n/a	n/a	80,569	(16)	1.3

All Directors and Executive Officers as a Group (14 persons)					927,956		14.9	%

*: Less than 1 percent.
(1): The business address of each director and executive officer is 435 Market Street, Brighton, Massachusetts 02135.
(2): Includes service on the Board of Directors of Peoples Federal Savings Bank.
(3): In accordance with Rule 13d-3 under the Securities Exchange Act of 1934, a person is deemed to be the beneficial owner for purposes of this table, of any shares of Common Stock if he or she has shared voting or investment power with respect to such security, or has a right to acquire beneficial ownership at any time within 60 days from the Record Date. As used herein, "voting power" is the power to vote or direct the voting of shares, and "investment power" is the power to dispose or direct the disposition of shares. The shares set forth above for directors and executive officers include all shares held directly, as well as by spouses and minor children, in trust and other indirect ownership, over which shares the named individuals effectively exercise sole or shared voting and investment power.
(4): Does not include 529,000 shares held by the Peoples Federal Savings Bank Charitable Foundation, which by regulation must vote its shares in the same proportion as all other shareholders on all

matters placed to a vote of shareholders. The Board of Directors of the Foundation includes directors Sullivan, Jr., Leetch and Coté.

(5): Includes 2,519 shares held by Mr. Berry as trustee.
(6): Includes 849 shares held by Ms. Coté's 401(k) account, 300 shares held as custodian for children and 2,500 shares held by Ms. Coté's parent.
(7): Includes 20,000 shares held by Mr. Fox's spouse and 100 shares held jointly with Mr. Fox's spouse and child.
(8): Includes 1,000 shares held in trust.
(9): Includes 39,323 shares held by Mr. Leetch's 401(k) account, 7,208 shares held by Mr. Leetch's ESOP account and 1,244 shares held in Mr. Leetch's IRA account.
(10): Includes 7,750 shares held by Mr. Mannering's IRA; 4,600 shares held by the IRA of Mr. Mannering's spouse; and 50 shares held jointly with Mr. Mannering's child.
(11): Includes 28,400 shares held by Mr. Posner's spouse and 300 shares held in a trust of which Mr. Posner is trustee.
(12): Includes 5,000 share held by Mr. Reen's IRA account and 2,500 shares held by the IRA of Mr. Reen's spouse.
(13): Includes 40,500 shares held by Mr. Sullivan's IRA account, 7,000 shares held by Mr. Sullivan's spouse, 7,208 shares held by Mr. Sullivan's ESOP account and 1,000 shares held by Mr. Sullivan's spouse as custodian.
(14): Includes 13,185 shares held in Mr. Sullivan's 401(k) account, 1,200 shares held by the IRA of Mr. Sullivan's spouse, 600 shares held by Mr. Sullivan's IRA account, 200 shares held by Mr. Sullivan's spouse and 150 shares held by Mr. Sullivan as custodian.
(15): Includes 27,297 shares held in Mr. Gavin's 401(k) account and 7,131 shares held in Mr. Gavin's ESOP account.
(16): Includes 14,988 shares held by Mr. Lake's 401(k) account and 5,761 shares held in Mr. Lake's ESOP account.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The Sarbanes-Oxley Act of 2002 generally prohibits the Company from making loans to the Company's executive officers and directors, but it contains a specific exemption from such prohibition for loans made by federally insured savings institutions such as Peoples Federal Savings Bank to our executive officers and directors in compliance with federal banking regulations.

At September 30, 2014, all of our loans to directors and executive officers were made in the ordinary course of business, were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to Peoples Federal Savings Bank, and did not involve more than the normal risk of collectability or present other unfavorable features. These loans were performing according to their original terms at September 30, 2014, and were made in compliance with federal banking regulations.

Pursuant to our Policy and Procedures for Approval of Related Person Transactions, the Audit Committee periodically reviews, no less frequently than twice a year, a summary of transactions in

excess of $50,000 with our directors, executive officers and their family members, for the purpose of determining whether the transactions are within our policies and should be ratified and approved.

The Board of Directors has determined that all of its members are independent as defined by Rule 5605(a)(2) of the Nasdaq Listing Standards with the exception of Maurice H. Sullivan, Jr. and Thomas J. Leetch, Jr. Additionally, each member of the Compensation Committee, the Nominating and Corporate Governance Committee and the Audit Committee is independent.

The following table sets forth the fees we paid to Shatswell, MacLeod & Company, P.C. for the fiscal years ended September 30, 2014 and 2013.

		Description

2.1		Agreement and Plan of Merger, dated August 5, 2014, by and among Independent Bank Corp., Rockland Trust Company, Peoples Federal Bancshares, Inc., and Peoples Federal Savings Bank (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed with the SEC on August 12, 2014.)

3.1		Articles of Incorporation of Peoples Federal Bancshares, Inc., as amended (incorporated by reference to Exhibit 3.1 of the Registration Statement No. 333-165525 on Form S-1 filed with the SEC on March 17, 2010.)

3.2		Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed with the SEC on September 27, 2010.)

4		Form of Common Stock Certificate of Peoples Federal Bancshares, Inc. (incorporated by reference to Exhibit 4 of the Registration Statement No. 333-165525 on Form S-1 filed with the SEC on March 17, 2010.)

10.1	+	Amended and Restated Employment Agreements with Maurice H. Sullivan, Jr. (incorporated by reference to Exhibit 10.1 of the Registration Statement No. 333-165525 on Form S-1 filed with the SEC on March 17, 2010.)

10.2	+	Employment Agreement with Mr. Sullivan, Jr. dated September 21, 2010 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the SEC on September 24, 2010.)

10.3	+	Amended and Restated Employment Agreements with Thomas J. Leetch, Jr. (incorporated by reference to Exhibit 10.2 of the Registration Statement No. 333-165525 on Form S-1 filed with the SEC on March 17, 2010.)

10.4	+	Employment Agreement with Mr. Leetch, Jr. dated September 21, 2010 (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed with the SEC on September 24, 2010.)

10.5	+	Amended and Restated Employment Agreements with James J. Gavin (incorporated by reference to Exhibit 10.3 of the Registration Statement No. 333-165525 on Form S-1 filed with the SEC on March 17, 2010.)

10.6	+	Employment Agreement with Mr. Gavin dated September 21, 2010 (incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K filed with the SEC on September 24, 2010.)

10.7	+	Employment Agreement with Mr. Lake dated September 21, 2010 (incorporated by reference to Exhibit 10.4 of the Current Report on Form 8-K filed with the SEC on September 21, 2010.)

10.8	+	Form of Amendment One to Employment Agreement between Peoples Federal Savings Bank and each Executive (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the SEC on January 18, 2013.)

		Description

10.9	+	Salary Continuation Agreement for Maurice H. Sullivan, Jr., as amended (incorporated by reference to Exhibit 10.5 of the Registration Statement No. 333-165525 on Form S-1 filed with the SEC on March 17, 2010.)

10.10	+	Second Amendment to Salary Continuation Agreement between the Bank and Maurice H. Sullivan, Jr. (incorporated by reference to Exhibit 10.4 of the Current Report on Form 8-K filed with the SEC on April 18, 2011.)

10.11	+	Salary Continuation Agreement for Thomas J. Leetch, Jr., as amended (incorporated by reference to Exhibit 10.6 of the Registration Statement No. 333-165525 on Form S-1 filed with the SEC on March 17, 2010.)

10.12	+	Second Amendment to Salary Continuation Agreement between the Bank and Thomas J. Leetch, Jr. (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the SEC on April 18, 2011.)

10.13	+	Salary Continuation Agreement for James J. Gavin, as amended (incorporated by reference to Exhibit 10.7 of the Registration Statement No. 333-165525 on Form S-1 filed with the SEC on March 17, 2010.)

10.14	+	Second Amendment to Salary Continuation Agreement between the Bank and James J. Gavin (incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K filed with the SEC on April 18, 2011.)

10.15	+	Salary Continuation Agreement for Christopher Lake, as amended*

10.16	+	Second Amendment to Salary Continuation Agreement between the Bank and Christopher Lake (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed with the SEC on April 18, 2011.)

10.17	+	Voluntary Deferred Compensation Plan for Executives, as amended (incorporated by reference to Exhibit 10.8 of the Registration Statement No. 333-165525 on Form S-1 filed with the SEC on March 17, 2010.)

10.18	+	Proposed Amended and Restated Voluntary Deferred Compensation and Supplemental Employment Stock Ownership Plan for Executives (incorporated by reference to Exhibit 10.9 of the Registration Statement No. 333-165525 on Form S-1 filed with the SEC on March 17, 2010.)

10.19	+	Peoples Federal Bancshares, Inc. and Peoples Federal Savings Bank Amended and Restated Voluntary Deferred Compensation and Supplemental Employee Stock Ownership Plan for Executives (incorporated by reference to Exhibit 10.5 of the Current Report on Form 8-K filed with the SEC on September 24, 2010.)

10.20	+	Voluntary Deferred Compensation Plan for Directors, as amended (incorporated by reference to Exhibit 10.10 of the Registration Statement No. 333-165525 on Form S-1 filed with the SEC on March 17, 2010.)

10.21	+	Director Retirement Agreement for Maurice H. Sullivan, Jr., as amended (incorporated by reference to Exhibit 10.11 of the Registration Statement No. 333-165525 on Form S-1 filed with the SEC on March 17, 2010.)

10.22	+	Second Amendment to Director Retirement Agreement between the Bank and Maurice H. Sullivan, Jr. (incorporated by reference to Exhibit 10.5 of the Current Report on Form 8-K filed with the SEC on April 18, 2011.)

10.23	+	Director Retirement Agreement for Vincent Mannering, as amended (incorporated by reference to Exhibit 10.12 of the Registration Statement No. 333-165525 on Form S-1 filed with the SEC on March 17, 2010.)

		Description

10.24	+	Director Retirement Agreement for John Reen, as amended (incorporated by reference to Exhibit 10.13 of the Registration Statement No. 333-165525 on Form S-1 filed with the SEC on March 17, 2010.)

10.25	+	Director Retirement Agreement for Maurice H. Sullivan III, as amended (incorporated by reference to Exhibit 10.14 of the Registration Statement No. 333-165525 on Form S-1 filed with the SEC on March 17, 2010.)

10.26	+	Split Dollar Insurance Agreement, as amended (incorporated by reference to Exhibit 10.15 of the Registration Statement No. 333-165525 on Form S-1 filed with the SEC on March 17, 2010.)

10.27	+	Split Dollar Plan for Maurice H. Sullivan, Jr. (incorporated by reference to Exhibit 10.8 of the Current Report on Form 8-K filed with the SEC on April 18, 2011.)

10.28	+	Split Dollar Plan for Thomas J. Leetch (incorporated by reference to Exhibit 10.7 of the Current Report on Form 8-K filed with the SEC on April 18, 2011.)

10.29	+	Split Dollar Plan for James J. Gavin and Christopher Lake (incorporated by reference to Exhibit 10.6 of the Current Report on Form 8-K filed with the SEC on April 18, 2011.)

10.30	+	Peoples Federal Bancshares, Inc. 2011 Equity Incentive Plan (incorporated by reference to Appendix A to the proxy statement for the Special Meeting of Stockholders of Peoples Federal Bancshares, Inc. (File No. 001-34801, filed by Peoples Federal Bancshares, Inc. under the Securities Exchange Act of 1934 on July 8, 2011.)

14		Code of Ethics***

21		Subsidiaries of Registrant (incorporated by reference to Exhibit 21 of the Registration Statement No. 333-165525 on Form S-1 filed with the SEC on March 17, 2010.)

23		Consent of Independent Registered Public Accounting Firm*

31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

32		Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**

101.INS		XBRL Instance Document**

101.SCH		XBRL Taxonomy Extension Schema**

101.CAL		XBRL Extension Calculation Linkbase**

101.DEF		XBRL Extension Definition Linkbase**

101.LAB		XBRL Extension Labels Linkbase**

101.PRE		XBRL Extension Presentation Linkbase**

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


Maryland (State or other jurisdiction of incorporation or organization)		27-2814821 (I.R.S. Employer Identification No.)
435 Market Street, Brighton, Massachusetts (Address of principal executive offices)		02135 (Zip Code)

Title of each class		Name of each exchange on which registered

Common Stock, par value $0.01 per share		NASDAQ Capital Market

Title of each class		Name of each exchange on which registered

Common Stock, par value $0.01 per share		NASDAQ Capital Market


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



PART I
	Forward-Looking Statements	1
Item 1.	Business	3
	Available Information	4
	Market Area	4
	Competition	4
	Lending Activities	5
	Asset Quality	14
	Investment Activities	19
	Sources of Funds	21
	Personnel	24
	Subsidiary Activity	24
	Regulation and Supervision	24
Item 1A.	Risk Factors	32
Item 1B.	Unresolved Staff Comments	37
Item 2.	Properties	37
Item 3.	Legal Proceedings	38
Item 4.	Mine Safety Disclosures	38
Part II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	39
Item 6.	Selected Financial Data	42
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	44
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	54
Item 8.	Financial Statements and Supplementary Data	59
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	115
Item 9A.	Controls and Procedures	115
Item 9B.	Other Information	115
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	116
Item 11.	Executive Compensation	120
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	140
Item 13.	Certain Relationships and Related Transactions, and Director Independence	142
Item 14	Principal Accounting Fees and Services	143
PART IV
Item 15.	Exhibits, Financial Statement Schedules	144
SIGNATURES		147

	Due After September 30, 2015

	Fixed		Adjustable		Total
	(In thousands)
Mortgage loans:
Residential loans:
One-to four-family	$	143,337	$	187,289	$	330,626
Multi-family		8,657		64,161		72,818
Commercial real estate		6,696		45,311		52,007
Construction		—		5,963		5,963
Consumer loans		3,838		213		4,051
Commercial loans		1,290		6,631		7,921

Total loans	$	163,818	$	309,568	$	473,386

	At September 30, 2014

	Period to Maturity
	Less Than or Equal to One Year		More Than One Year to Two Years		More Than Two Years to Three Years		More Than Three Years to Four Years		Thereafter		Total		Percent of Total
	(Dollars in thousands)
Interest Rate:
Less than 2.00%	$	64,920	$	41,515	$	8,230	$	3,239	$	1,663	$	119,567		98.0	%
2.00% through 2.99%		1,891		—		—		605		—		2,496		2.0	%

Total	$	66,811	$	41,515	$	8,230	$	3,844	$	1,663	$	122,063		100.0	%

	Amount

	(In thousands)
Three months or less	$	13,263
Over three months through six months		7,422
Over six months through one year		9,676
Over one year through three years		31,168
Over three years		2,300

	$	63,829

Fiscal Year Ending September 30,	High		Low		Dividends Declared Per Share

*2014*
First Quarter	$	18.09	$	17.10	$	0.29	(1)
Second Quarter		18.22		17.66		0.04
Third Quarter		18.80		17.81		0.05
Fourth Quarter		21.00		17.82		0.05
*2013*
First Quarter	$	17.50	$	16.10	$	0.28	(2)
Second Quarter		19.28		17.09		0.03
Third Quarter		19.21		17.62		0.04
Fourth Quarter		19.24		17.29		0.04

Plan Category		Weighted- Average Exercise Price of Outstanding Options (B)

Equity compensation plans approved by security stockholders	642,735	$	15.74	—
Equity compensation plans not approved by security stockholders	—	$	—	—

Total	642,735	$	15.74	—



PEOP	100.00	123.37	166.15	167.50	170.58	172.12	177.50	192.31
Russell 2000	100.00	105.31	136.91	175.55	190.24	191.78	195.04	180.11
SNL New England U.S. Bank	100.00	88.87	117.91	171.92	192.51	184.53	179.70	194.63
SNL New England U.S. Thrift	100.00	94.25	106.39	123.17	130.83	129.63	130.61	126.29

Period		Average Price Paid per Share

July 1 - 31, 2014	—	$	—	—	101,898
August 1 - 31, 2014	—	$	—	—	101,898
September 1 - 30, 2014	—	$	—	—	101,898

Total	—	$	—	—

			Economic Value of Equity(2)						Net Interest Income

			Estimated Increase (Decrease)								Estimated Increase (Decrease)
Change in Interest Rates (basis points)(1)	Estimated EVE(2)		Estimated Increase (Decrease)						Estimated Net Interest Income		Estimated Increase (Decrease)
Change in Interest Rates (basis points)(1)	Estimated EVE(2)		Amount			Percent			Estimated Net Interest Income		Amount			Percent
	(Dollars in thousands)
+300bp	$	93,971	$	(21,405	)		(18.6	)%	$	16,603	$	(1,171	)		(6.6	)%
+200bp		102,782		(12,594	)		(10.9	)%		17,516		(258	)		(1.5	)%
+100bp		110,087		(5,289	)		(4.6	)%		17,857		83			0.5	%
0bp		115,376		—			—	%		17,774		—			—	%
–100bp		121,693		6,317			5.5	%		17,111		(663	)		(3.7	)%

	Credit Risk Profile by Credit Worthiness Category

	September 30, 2014
	One-to Four- family		Multi- family		Commercial Real Estate		Construction Loans		Consumer Loans		Commercial Loans		Total
	(In thousands)
Pass	$	327,915	$	72,818	$	52,382	$	18,336	$	4,151	$	8,804	$	484,406
Special Mention		—		—		1,497		—		—		645		2,142
Substandard		2,768		—		611		—		—		5		3,384
Doubtful		—		—		—		—		—		—		—
Loss		—		—		—		—		—		—		—


Total	$	330,683	$	72,818	$	54,490	$	18,336	$	4,151	$	9,454	$	489,932

	September 30,

	September 30,						Estimated Useful Life
	2014			2013			Estimated Useful Life
	(In thousands)
Land	$	566		$	566		N/A
Building and building improvements		6,089			6,088		3 - 42 years
Furniture and equipment		2,526			2,844		1 - 10 years
Leasehold improvements		1,580			967		5 - 10 years
Construction in progress		—			170		N/A


		10,761			10,635
Accumulated depreciation and amortization		(7,147	)		(7,170	)


	$	3,614		$	3,465



		SHATSWELL, MacLEOD & COMPANY, P.C.



		SHATSWELL, MacLEOD & COMPANY, P.C.

	September 30,

	2014		2013
Allocated		109,976		83,321
Committed to be released		21,425		21,425
Unallocated		435,631		464,197


		567,032		568,943



Expected dividends	0.90	%	—	%
Expected term	5.75 years		10 years
Expected volatility	11.51	%	13.01	%
Risk-free interest rate	1.84	%	1.99	%
Forfeiture rate	—	%	—	%

Stock Options		Weighted Average Exercise Price			Aggregate Intrinsic Value

					(In thousands)
Outstanding at beginning of year	642,735	$	15.74	8.5	$	2,213
Granted	—		—
Exercised	—		—
Forfeited	—		—
Expired	—		—


Outstanding at end of year	642,735	$	15.74	7.4	$	2,557




Exercisable at end of year	262,920	$	15.80	7.6	$	1,103

			Weighted Average Grant-date Fair Value

Non-vested restricted stock awards at beginning of year	300,735		$	16.23
Restricted shares granted	—			—
Shares vested	(94,028	)		16.68
Forfeited	—			—


Non-vested restricted stock awards at end of year	206,707		$	16.02

	Option Awards				Stock Awards

Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)
Maurice H. Sullivan, Jr.		—		—		21,338		400,929
Thomas J. Leetch, Jr.		—		—		18,125		340,635
James J. Gavin		—		—		12,000		226,030
Christopher Lake		—		—		10,625		200,485

Nonqualified Deferred Compensation At and For the Fiscal Year Ended September 30, 2014

Name	Executive Contributions in Last FY ($)		Registrant Contributions in Last FY ($)		Aggregate Earnings in Last FY ($)		Aggregate Withdrawals/ Distributions ($)		Aggregate Balance at Last FYE ($)
Maurice H. Sullivan, Jr.		20,683		—		34,989		—		375,098
Thomas J. Leetch, Jr.		—		—		34,322		572,000		53,164
James J. Gavin		—		—		117		—		3,846

Name and Address

Peoples Federal Savings Bank Employees Stock Ownership Plan 435 Market Street Brighton, MA 02135	567,032	9.1	%
Peoples Federal Savings Bank Charitable Foundation 435 Market Street Brighton, MA 02135	529,000	8.5	%

	2014		2013

Audit fees	$	160,500	$	158,100
Audit-related fees		—		—
Tax fees(1)		—		6,300
All other fees(2)		—		22,100

Total	$	160,500	$	186,500


		PEOPLES FEDERAL BANCSHARES, INC.
		By:		/s/ MAURICE H. SULLIVAN, JR. Maurice H. Sullivan, Jr. Chairman and Chief Executive Officer (Duly Authorized Representative)

Signatures	Title	Date


/s/ MAURICE H. SULLIVAN, JR. Maurice H. Sullivan, Jr.	Chairman and Chief Executive Officer (Principal Executive Officer)	December 12, 2014
/s/ CHRISTOPHER LAKE Christopher Lake	Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	December 12, 2014
/s/ THOMAS J. LEETCH, JR. Thomas J. Leetch, Jr.	President and Director	December 12, 2014
/s/ LEE ANN COTÉ Lee Ann Coté	Director	December 12, 2014
/s/ D. RANDOLPH BERRY D. Randolph Berry	Director	December 12, 2014
/s/ MYRON FOX Myron Fox	Director	December 12, 2014
/s/ HUGH GALLAGHER Hugh Gallagher	Director	December 12, 2014

Signatures	Title	Date


/s/ WILLIAM GIUDICE William Giudice	Director	December 12, 2014
/s/ VINCENT MANNERING Vincent Mannering	Director	December 12, 2014
/s/ NORMAN POSNER Norman Posner	Director	December 12, 2014
/s/ JOHN F. REEN, JR. John F. Reen, Jr.	Director	December 12, 2014
/s/ FREDERICK TAW Frederick Taw	Director	December 12, 2014
/s/ MAURICE H. SULLIVAN, III Maurice H. Sullivan, III	Director	December 12, 2014