July 31, 1998 Activity Report

BOARD OF BANK INCORPORATION

Hearings

Thursday, August 6, 1998 at 10:00 A.M.
Hearing Room 2203, Leverett Saltonstall Building
100 Cambridge Street, Boston, Massachusetts

Danvers Savings Bank, Danvers - permission to establish a mutual savings bank, Danvers Mutual Savings Bank and a stock savings bank, Danvers Interim Savings Bank in connection with its multi-step reorganization into a mutual holding company, Danvers Bancorp, Inc. Comment period ends August 17, 1998.

Decisions

Cambridge Savings Bank,Cambridge - permission to establish a mutual savings bank, Cambridge Interim Mutual Bank and a stock savings bank, Cambridge Interim Stock Bank, Cambridge in connection with its multi-step reorganization into a mutual holding company, Cambridge Financial Group, Inc. - approved July 21, 1998.

Plymouth Savings Bank, Wareham, Massachusetts - permission to establish a mutual savings bank, Plymouth Interim Mutual Bank and a stock savings bank, Plymouth Interim Stock Bank, Wareham in conjunction with its multi-step reorganization into a mutual holding company, Plymouth Bancorp, Inc - approved July 21, 1998.

Applications Pending

Citizens Financial Group, Inc., Providence, Rhode Island and Related Entities - permission to acquire indirect ownership of and control of Woburn National Bank, Woburn, Massachusetts through the acquisition of its holding company, Woburn National Corporation by Citizens Bank of Massachusetts, Boston, Massachusetts. Additional related authorities requested are specified in the application. Comment period ended July 21, 1998.

UST Corp., Boston, Massachusetts - permission to acquire Affiliated Community Bancorp, Inc., Waltham and its three subsidiary banks, Lexington Savings Bank, Lexington; Middlesex Bank & Trust Company, Newton; and The Federal Savings Bank, Waltham. In the Commonwealth, UST Corp is the holding company for USTrust and United States Trust Company, Boston. Comment period ended July 15, 1998.

DIVISION OF BANKS

Decisions

Adams Co-operative Bank, Adams - permission to establish a branch office at 545 South Main Street, Lanesboro - approved July 29, 1998.

Athol-Clinton Co-operative Bank, Athol - permission to relocate a branch office from Woodruff Plaza, 1175 Main Street, Clinton to 131 Main Street, Lancaster - approved July 29, 1998.

Cambridge Savings Bank, Cambridge - permission to reorganize into a mutual holding company, Cambridge Financial Group, Inc. as part of a multi-step transaction - approved July 21, 1998.

Gloucester Bank & Trust Company (the "Bank"), Gloucester - permission to reorganize the Bank into a holding company structure pursuant to a Plan of Acquisition dated as of March 20, 1998 between the Bank and GBT Bancorp, a Massachusetts corporation formed to effect the reorganization - approved July 8, 1998.

Ipswich Savings Bank, Ipswich - permission to establish a branch office at 470 Main Street, Reading - approved July 29, 1998.

Lawrence Savings Bank, Lawrence - permission to relocate its banking office from 255 Essex Street to 300 Essex Street, Lawrence - approved July 10, 1998.

Middlesex Savings Bank, Natick - permission to establish branch offices at (1) 112 Boston Road, Groton; and (2) 308 Great Road, Littleton - approved July 29, 1998.

Northmark Bank, North Andover - permission to establish a branch office at 26 Mount Vernon Street, Winchester - approved July 29, 1998.

Park West Bank and Trust Company, West Springfield - permission to establish a branch office at Karman Rhodes Plaza, 515 College Highway, Southwick - approved July 29, 1998.

Plymouth Savings Bank, Wareham - permission to reorganize into a mutual holding company, Plymouth Bancorp, Inc. as part of a multi-step transaction - approved July 21, 1998.

Plymouth Savings Bank, Wareham - permission to establish a branch office at 90 New State Highway, Raynham - approved July 29, 1998.

Salem Five Cents Savings Bank, Salem - permission to close a branch office located at Danvers Plaza, Route 1, Danvers - approved July 29, 1998.

Telephone Workers' Credit Union, Boston - permission to establish a branch office at Redstone Plaza, 99E Main Street, Stoneham - approved July 10, 1998.

Tremont Credit Union, Boston - permission to amend its by-laws to expand the associations which qualify persons for membership. The amendment relative to membership eligibility would now include (1) employees of the Art Institute of Boston who work in or are paid from Boston; and (2) employees of Architectural Caulking and Waterproofing who work in or are paid from Jamaica Plain - approved July 7, 1998.

USTrust, Boston - permission to establish branch offices at (1) 221 Moody Street, Waltham; and (2) 289 Harvard Street, Brookline - approved July 29, 1998.

USTrust, Boston and Somerset Savings Bank ("Somerset"), Somerville - permission to merge Somerset with and into USTrust under the charter, by-laws and name of USTrust. The main office of USTrust would remain the main office of the continuing institution and the banking offices of Somerset would be maintained as branch offices - approved July 10, 1998.

Worcester County Employees Credit Union, Worcester - permission to relocate its main office from Two Main Street, Courthouse to 37 Highland Street, Worcester - approved July 21, 1998.

Workers' Credit Union, Fitchburg - permission to amend its by-laws to expand the associations which qualify persons for membership. The proposed by-law relative to membership eligibility would be amended to provide membership to (1) persons who live or work or organizations of any type with an office or place of business in Franklin County, Middlesex County, Worcester County, Massachusetts or Southern New Hampshire; (2) organizations of which at least a majority of the outstanding voting interest is owned by a member; and (3) certain family members - denied July 13, 1998.

Applications Pending

Citizens Bank of Massachusetts ("Citizens"), Boston and Woburn National Bank, Woburn - permission for Woburn National Bank to merge with and into Citizens. Comment period ended July 21, 1998.

Citizens-Union Savings Bank, Fall River - permission to relocate a branch office from 570 Robeson Street to 490 Robeson Street, Fall River. Comment period ends August 11, 1998.

Clinton Savings Bank, Clinton - permission to relocate a branch office from 25 Central Street to 35 Central Street, Berlin. Comment period ends August 20, 1998.

Commerce Bank & Trust Company, Worcester - permission to establish branch offices at (1) 993 Grafton Street, Worcester; and (2) 25 Park Avenue, Worcester. Comment periods end August 21, 1998.

Danvers Savings Bank, Danvers - permission to reorganize into a mutual holding company, Danvers Bancorp, Inc. as part of a multi-step transaction. Comment period ends August 17, 1998.

Holyoke Credit Union, Holyoke - permission to establish a branch office at 490 Westfield Road, Holyoke. Comment period ends August 25, 1998.

Hyde Park Savings Bank (The), Hyde Park - permission to establish a branch office at Nahatan Place, 111 Lenox Street, Norwood. Comment period ends August 20, 1998.

Medford Co-operative Bank, Medford - permission to establish a branch office at 1793 Massachusetts Avenue, Lexington. Comment period ends August 20, 1998.

MetroWest Bank, Framingham - permission to establish a branch office at 305 Second Avenue, Waltham. Comment period ends August 20, 1998.

People's Savings Bank of Brockton, South Easton - permission to relocate a branch office from the Westgate Mall, 200 Westgate Drive, Brockton to 220 Oak Street, Brockton. Comment period ends August 28, 1998.

Roslindale Co-operative Bank of Boston ("Roslindale"), Roslindale and Charlestown Co-operative Bank ("Charlestown"), Charlestown - permission to merge Charlestown with and into Roslindale under the charter of Roslindale and the name of The Co-operative Bank. The main office of Roslindale will remain the main office of the continuing institution and the sole banking office of Charlestown would be maintained as a branch office. Comment period ends August 21, 1998.

Savings Bank (The), Wakefield - permission to establish a branch office at 1105 Summer Street, South Lynnfield. Comment period ends August 20, 1998.

AUGUST 1998 FILING DATE

Complete applications for the August 1998 Activity Report must be received by the Division or the Board on or before 5:00 P.M., Friday, August 14, 1998.

COMMUNITY REINVESTMENT ACT DESCRIPTIVE RATINGS AND EVALUATIONS
WHICH BECAME PUBLIC DURING THE MONTH

The following state-chartered institutions have Community Reinvestment Act Descriptive Ratings and Evaluations describing the basis for the Rating issued by the Division of Banks pursuant to Massachusetts General Laws chapter 167, section 14. The ratings, as set out in the statute, for a bank's record of meeting community credit needs are: Outstanding ("O"); High Satisfactory ("HS"); Satisfactory ("S"); Needs to Improve ("NI"); and Substantial Noncompliance ("SNC").

TEMPORARY CHECK CASHER LICENSES

Hearings

Wednesday, August 5, 1998 at 3:00 p.m.
Springfield City Hall, Room 220
36 Court Street, Springfield, Massachusetts

World Pawn & Loan, Inc., Springfield, Massachusetts - permission to operate a check casher office located at 522 Summer Avenue, Springfield, Massachusetts. Comment period ends August 12, 1998.

Decisions

Ent, Inc. d/b/a Mr. Payroll, Worcester, Massachusetts - permission to operate a check casher business within the Shell Gas Station located at 466 Lincoln Street,Worcester,Massachusetts - approved July 27, 1998.

The Commonwealth of Massachusetts

Division of Banks

Notice of Public Hearing

In accordance with the provisions of Massachusetts General Laws chapter 30A, section 2, a public hearing will be held on Monday, August 3, 1998, at 9:30 A.M. in Conference Room 3, 21st Floor, John W. McCormack Building, 1 Ashburton Place, Boston, Massachusetts, at which oral comments will be received by the Division of Banks relative to the adoption of amendments to 209 CMR 33.00 CONVERSION BY CO-OPERATIVE BANKS AND SAVINGS BANKS FROM MUTUAL TO STOCK FORM. The proposed amendments would expressly authorize the conversion of a mutual holding company established under Massachusetts General Laws chapter 167H and 209 CMR 33.00 et. seq. to convert to a stock holding company. The amendments set out the conversion process; the voting requirements to initiate a conversion; the subscription rights of depositors; the grounds for approval or denial of an application; and other requirements of a plan of conversion to be submitted for review by the Division.

Written comments may be submitted to the Division on the proposed amendments until 5:00 P.M. on August 7, 1998. A copy of the proposed amendments is available for inspection at and copies may be obtained from the Division of Banks, 100 Cambridge Street, Boston, Massachusetts 02202.

For information relative to current Activity Reports please contact the Consumer Assistance Unit.