By the Division of Banks

DECISION
RELATIVE TO THE MERGER OF
CENTRAL CO-OPERATIVE BANK, SOMERVILLE, MASSACHUSETTS
WITH AND INTO
ROCKLAND TRUST COMPANY, ROCKLAND, MASSACHUSETTS


Rockland Trust Company, Rockland, Massachusetts (the "Petitioner" or "Rockland Trust") has applied to the Division of Banks (the "Division") for permission to merge with Central Co-operative Bank, Somerville, Massachusetts ("Central Bank") pursuant to the provisions of Massachusetts General Laws chapter 172, section 36 under the terms of an Agreement and Plan of Merger (the "Agreement") dated April 30, 2012. The Agreement provides for the merger of Central Bank with and into Rockland Trust under the charter, by-laws and name of Rockland Trust. The main office of Rockland Trust would remain the main office of the continuing institution. All of the banking offices of Central Bank will become branch offices of Rockland Trust. This transaction is part of a multi-step transaction which included an application before the Board of Bank Incorporation (the "Board") in which Independent Bank Corp. ("Independent"), Rockland, Massachusetts will acquire Central Bancorp, Inc., Somerville, Massachusetts. Independent is the holding company for the Petitioner and Central Bancorp, Inc. is the holding company for Central Bank. The Board approved the holding company transaction in its Decision of this same date.

Notice of the application has been posted and published. The time period for interested persons to submit comments ended on September 19, 2012 and no comments were received on the transaction. The Division reviewed the application and all documents and materials in accordance with the statutory criteria of whether competition among banking institutions will be unreasonably affected and whether public convenience and advantage as well as net new benefits would be promoted by approval of the proposed transaction. The record of performance under the Commonwealth's Community Reinvestment Act ("CRA"), Massachusetts General Laws chapter 167, section 14 and its implementing regulation, 209 CMR 46.00 et seq. also were factors considered by the Division.

Rockland Trust is a Massachusetts chartered trust company, established in 1907. As of June 30, 2012, Rockland Trust had total assets of approximately $5 billion. Petitioner operates 68 branch offices serving communities in eastern Massachusetts, and its commercial lending centers and investment management offices in eastern Massachusetts and Providence, Rhode Island. Rockland Trust's deposits are insured up to allowable limits by the Federal Deposit Insurance Corporation ("FDIC").

Central Bank is a Massachusetts chartered co-operative bank established in 1915 and headquartered in Somerville, Massachusetts. As of June 30, 2012, Central Bank had total assets of approximately $565 million. Central Bank operates nine full service branch offices serving communities in eastern Massachusetts. Central Bank's deposits are insured up to allowable limits by the FDIC and all deposits in excess of FDIC deposit limits are insured by the Share Insurance Fund.

The Petitioner has submitted information to address the issue that competition among banks will not be unreasonably affected by the proposed transaction. It is the position of this Division to consider a transaction in light of its impact on the citizens, communities and banking structure in the Commonwealth on a community by community basis instead of by variously grouped markets. The two banks, Rockland Trust and Central Bank, do not have branch offices in the same communities or CRA assessment areas. There will be no geographic overlap in banking operations. For these reasons and other factors, the Division finds that competition among banking institutions will not be unreasonably affected.

The Division has also considered the record of this application to determine whether public convenience and advantage will be promoted by this transaction. Under the proposed merger, the Petitioner states it will be able to offer several products and services that have not currently been available to Central Bank customers. Such products and services include a broader range of business and cash management services to its commercial customers, asset-based lending, New Markets Tax Credit Loans, investment management services, mobile banking and extended hours for telephone banking as well as other loan products and other services identified in the application. Customers of both banks will also benefit from a wider network of branches and ATMs. The Division considered these reasons and others cited in the submitted documents in determining that public convenience and advantage will be promoted by approval of this transaction.

In determining whether or not to approve a petition under the statutory criteria, the Commissioner is also required to consider a showing of "net new benefits" related to the transaction. That term as set out in section 36 of said chapter 172 includes initial capital investments, job creation plans, consumer and business services and commitments to maintain and open branch offices, among other factors, which the Commissioner may deem necessary. The Petitioner has addressed this requirement of statute in its filings. The Petitioner intends to maintain all of the Central Bank banking offices. Although Petitioner expects some immediate reduction of staff levels, continued growth resulting from the merger could also lead to further growth in staff levels at Rockland Trust. Customers would find additional convenience to conduct their banking business from a larger branch office network. Moreover, customers of both banks will benefit from a broad array of products and services including the aforementioned products and services of Rockland Trust. These and other factors are also cited as support for meeting such criteria.

Related to the issue of public convenience and advantage is the record of performance under the CRA by the banks which are parties to this transaction. Such a review for a state-chartered bank includes examination by personnel of the Division as well as analysis of concerns received by the bank's community and its response to those concerns fairly raised. The Division has noted that Rockland Trust has an "Outstanding" rating in its most recent examination of performance under CRA by the Division and the FDIC. The Division has noted that Central Bank has a "High Satisfactory" rating at its most recent examination conducted by the Division.

The application states that, in connection with the merger, the continuing institution's Board of Directors and senior management will consist of all of the persons currently serving as directors and senior management of Independent Bank Corp. and Rockland Trust, with the exception that one existing director of Central Bancorp, Inc., to be determined at a later time, will be appointed to the boards of Independent Bank Corp. and Rockland Trust. Economies and service capabilities which would result from the transaction are set out in the submitted documents. After consolidation, the continuing bank will meet all required capital standards. Accordingly, financial and managerial considerations support the application.

Upon review of the record of this application with reference to the relevant statutory and regulatory criteria, the Division has concluded that all such requirements have been met and that consummation of the proposed merger would be in the public interest. On the basis of these considerations, approval is granted for Central Co-operative Bank to merge with and into Rockland Trust Company under the charter, by-laws and name of Rockland Trust Company pursuant to Massachusetts General Laws chapter 172, section 36.

The approval granted herein is subject to the following conditions:

  1. that the merger of Central Co-operative Bank and Rockland Trust Company shall not become effective until a Certificate signed by the Presidents and Clerks or other duly authorized officers of the banks involved in the merger indicating that each such institution has complied with the provisions of Massachusetts General Laws chapter 172, section 36 has been returned for my endorsement thereon;
  2. that the proposed transaction shall not become effective until Articles of Merger are submitted to the Secretary of State with my endorsement thereon; and
  3. that the proposed merger shall be consummated within one year of the date of this Decision.

October 12, 2012
_____________
Date


David J. Cotney
____________________
Commissioner of Banks