June 30, 1998 Activity Report

BOARD OF BANK INCORPORATION

Hearings

Thursday, July 9, 1998 at 10:00 A.M.
Hearing Room 2203, Leverett Saltonstall Building
100 Cambridge Street, Boston, Massachusetts

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 ends July 21, 1998.

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.

Applications Pending

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. Comment period ended June 11, 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. Comment period ended June 11, 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 on June 15, 1998.

DIVISION OF BANKS

Decisions

Auburndale Co-operative Bank, Auburndale - permission to establish a branch office at 89 Wyman Street, Newton - approved June 25, 1998.

Berkshire Bank, Pittsfield - permission to (i) purchase certain assets and assume certain deposit and other liabilities of the branch offices of Fleet National Bank, Providence, Rhode Island located at 66 West Street, Pittsfield; 39 Cheshire Road, Pittsfield; and 69 Veterans Memorial Drive, North Adams, Massachusetts; and in connection therewith (ii) establish and maintain branch offices at those locations - approved June 11, 1998.

Cambridge Portuguese Credit Union, Cambridge - permission to establish a branch office at 290 Central Street, Lowell - approved June 26, 1998.

Commerce Bank & Trust Company, Worcester - permission to establish a branch office at 404 Main Street, Worcester - approved June 25, 1998.

Slade's Ferry Trust Company, Somerset - permission to establish a branch office at 833 Ashley Boulevard, New Bedford - approved June 29 1998.

Washington Savings Bank, Lowell - permission to establish a branch office at 253 Middlesex Road, Tyngsborough - approved June 25, 1998.

Applications Pending

Athol-Clinton Co-operative Bank, Athol - permission to relocate a branch office from Woodruff Plaza, 1175 Main Street, Clinton to 131 Main Street, Lancaster. Comment period ended June 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. Comment period ended June 11, 1998.

Citizens Bank of Massachusetts ("Citizens"), Boston and Woburn National Bank, Woburn - permission for Woburn National Bank to merge with and into Citizens. Comment period ends July 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, 1997.

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. Comment period ended May 28, 1998.

Ipswich Savings Bank, Ipswich - permission to establish a branch office at 470 Main Street, Reading. Comment period ends July 23, 1998.

Lawrence Savings Bank, Lawrence - permission to relocate its banking office from 255 Essex Street to 300 Essex Street, Lawrence. Comment period ended May 19, 1998.

Middlesex Savings Bank, Natick - permission to establish branch offices at (1) 112 Boston Road, Groton; and (2) 308 Great Road, Littleton. Comment periods end July 23, 1998.

Northmark Bank, North Andover - permission to establish a branch office at 26 Mount Vernon Street, Winchester. Comment period ends July 23, 1998.

Park West Bank and Trust Company, West Springfield - permission to establish a branch office at Karman Rhodes Plaza, 515 College Highway, Southwick. Comment period ends July 23, 1998.

Plymouth Savings Bank, Wareham - permission to reorganize into a mutual holding company, Plymouth Bancorp, Inc. as part of a multi-step transaction. Comment period ended June 11, 1998.

Plymouth Savings Bank, Wareham - permission to establish a branch office at 90 New State Highway, Raynham. Comment period ends July 15, 1998.

Salem Five Cents Savings Bank, Salem - permission to close a branch office located at Danvers Plaza, Route 1, Danvers. Comment period ends July 23, 1998.

Telephone Workers' Credit Union, Boston - permission to establish a branch office at Redstone Plaza, 99E Main Street, Stoneham. Comment period after hearing ended June 18, 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. Comment period ended June 22, 1998.

USTrust, Boston - permission to establish a branch office at 221 Moody Street, Waltham. Comment period ends July 21, 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. Comment period ended June 5, 1998.

Worcester County Employees Credit Union, Worcester - permission to relocate its main office from Two Main Street, Courthouse to 37 Highland Street, Worcester. Comment period ends July 16, 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. Comment period ends July 8, 1998.

JULY 1998 FILING DATE

Complete applications for the July 1998 Activity Report must be received by the Division or the Board on or before 5:00 P.M., Wednesday, July 15, 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, July 8, 1998 at 3:00 p.m.
Worcester City Hall, Room 409
455 Main Street, Worcester, Massachusetts

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. Comment period ends July 15, 1998.

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.

The Commonwealth of Massachusetts

Division of Banks
and
Division of Insurance

Notice of Public Hearing

In accordance with the provisions of Massachusetts General Laws chapter 30A, a joint public hearing will be held on Friday, July 17, 1998 at 10:00 A.M. in Conference Rooms 1 and 2, 21st Floor, John W. McCormack Building, One Ashburton Place, Boston, Massachusetts at which oral comments will be received by the Division of Banks and the Division of Insurance relative to the adoption of their respective proposed new regulations 209 CMR 49.00: Bank Insurance Sales and 211 CMR 142.00: Bank Insurance Sales. Chapter 129 of the Acts of 1998 authorizes the Commissioner of Banks to establish regulations implementing consumer protection regulations relating to insurance sales by institutions covered by the law. In addition, the proposed regulations of the Division of Insurance will establish licensing and consumer protection requirements for financial institutions which seek authority to sell insurance products. In conjunction with this action the Division of Insurance also proposes to repeal 211 CMR 53.00: Regulation of Insurance Companies and Agents Leasing Retail Space from Financial Institutions. Chapter 129 repealed the prohibition on the licensing of banks and certain other financial entities as insurance agents or brokers and it set out numerous consumer protections for insurance sales involving financial entities.

Written comments may be submitted to the Division of Banks and the Division of Insurance on the proposed regulations until 5:00 P.M. on July 24, 1998 and should refer to Docket #G98-16. Copies of the proposed regulations are available for inspection at and may be obtained from the Division of Banks, 100 Cambridge Street, Boston, Massachusetts 02202 and from the Division of Insurance, 470 Atlantic Avenue, Boston, Massachusetts 02210.

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.