November 30, 1998 Activity Report

BOARD OF BANK INCORPORATION

Hearings

January 5, 1999 at 1:00 p.m.
Hearing Room 3, 21st Floor
John W. McCormack Building
One Ashburton Place, Boston, Massachusetts

Westbank Corporation, West Springfield, Massachusetts - permission to acquire Cargill Bank, Putnam, Connecticut through its direct merger with Cargill Bancorp, Inc. Westbank Corporation is the holding company for Park West Bank and Trust Company, West Springfield, Massachusetts. Comment period ends January 11, 1999.

Decisions

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 - approved November 5, 1998.

Seacoast Financial Services Corporation ("Seacoast"), New Bedford - permission to become a bank holding company by the acquisition of Sandwich Bancorp, Inc., Sandwich and its wholly owned subsidiary, Sandwich Co-operative Bank. Seacoast, formerly known as the 1855 Bancorp, is the holding company for Compass Bank for Savings, New Bedford - approved November 16, 1998.

Applications Pending

Banknorth Group, Inc., Burlington, Vermont - permission to acquire indirect ownership and control of Evergreen Bank, N.A., Glen Falls, New York through its direct merger with Evergreen Bancorp, Inc., Glen Falls, New York. Evergreen Bancorp, Inc. is the bank holding company for Evergreen Bank, N.A. Banknorth Group, Inc. is a multi-bank holding company and the holding company for First Massachusetts Bank, N.A., Worcester, Massachusetts. Additional related authorities requested are specified in the application. Comment period ended November 20, 1998.

Marlborough Co-operative Bank, Marlborough - permission to establish a mutual co-operative bank, Marlborough MHC Co-operative Bank and a stock co-operative Bank, Marlborough Interim Co-operative Bank, in connection with its multi-step reorganization into a mutual holding company, Marlborough Bancorp. Comment period ended October 14, 1998.

Mutual Bancorp of the Berkshires, Inc. ("Mutual Bancorp"), Pittsfield - permission for Mutual Bancorp and its wholly owned subsidiary, in organization, United Financial Group, Inc. to become bank holding companies for City Savings Bank and Lenox Savings Bank as part of a multi-step transaction also involving an application before the Division of Banks. Comment period ended October 14, 1998.

Peoples Heritage Financial Group, Inc., Portland, Maine - permission to acquire SIS Bancorp, Inc., Springfield, Massachusetts. SIS Bancorp, Inc. is a multi-bank holding company and parent of Springfield Institution for Savings, Springfield, Massachusetts. Peoples Heritage Financial Group, Inc. is a multi-bank holding company and the holding company for Family Bank, FSB, Haverhill, Massachusetts. Additional related authorities requested are specified in the application. Comment period ended November 20, 1998.

DIVISION OF BANKS

Decisions

Bridgewater Savings Bank, Bridgewater - permission to establish a branch office at the Raynham Woods Commerce Center at the corner of New State Highway and Orchard Street, Raynham - approved November 30, 1998.

City Savings Bank, Pittsfield - permission to establish a branch office within Price Chopper Supermarket, 555 Hubbard Avenue, Pittsfield - approved November 13, 1998.

Community Bank, A Massachusetts Co-operative Bank (The), Brockton - permission to establish a branch office at 110 Main Street, Bridgewater - approved November 25, 1998.

Compass Bank for Savings ("Compass"), New Bedford and Sandwich Co-operative Bank ("Sandwich"), Sandwich - permission to merge Sandwich with and into Compass under the charter, by-laws and name of Compass. All of the banking offices of Sandwich will be maintained as branch offices of the continuing bank -- approved November 16, 1998.

Danvers Savings Bank, Danvers - permission to reorganize into a mutual holding company, Danvers Bancorp, Inc. as part of a multi-step transaction - approved November 5, 1998.

Flagship Bank and Trust Company, Worcester - permission to establish a branch office at 555 Main Street, Shrewsbury - approved November 18, 1998.

Gloucester Bank & Trust Company, Gloucester - permission to establish a branch office at 224 Washington Street, Gloucester - approved November 13, 1998.

Metropolitan Credit Union ("Metropolitan"), Chelsea and New England Joint Board Federal Credit Union ("New England"), Arlington - permission to merge New England with and into Metropolitan under the charter, by-laws and name of Metropolitan Credit Union. The main office of Metropolitan would remain the main office of the continuing credit union and the sole banking office of New England would be closed - approved November 30, 1998.

Pittsfield Co-operative Bank (The), Pittsfield - permission to establish a branch office at 110 Dalton Avenue, Pittsfield - approved November 13, 1998.

Stoneham Co-operative Bank, Stoneham - permission to establish a branch office at 80 Montvale Avenue, Stoneham - approved November 18, 1998.

Summit Bank, Medway - permission to establish a branch office at 267 Hartford Avenue, Bellingham - approved November 25, 1998.

USTrust, Boston - permission to establish a branch office at 42 Mall Road, Burlington - approved November 20, 1998.

USTrust, Boston and Lexington Savings Bank ("Lexington"), Lexington - permission to merge Lexington 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 all of the banking offices of Lexington would be maintained as branch offices. USTrust and Lexington are subsidiaries of UST Corp., Boston, a bank holding company - approved November 10, 1998.

USTrust, Boston and The Federal Savings Bank ("Federal"), Waltham - permission to merge Federal 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 all of the banking offices of Federal would be maintained as branch offices. USTrust and Federal are subsidiaries of UST Corp., a bank holding company - approved November 30, 1998.

Applications Pending

Bridgewater Credit Union ("Bridgewater"), Bridgewater and Crosby Ashton Employees Federal Credit Union ("Crosby Ashton"), Wrentham - permission to merge Crosby Ashton with and into Bridgewater under the charter, by-laws and name of Bridgewater Credit Union. The sole banking office of Crosby Ashton will be closed within six months of the merger. Comment period ends December 8, 1998.

Central Co-operative Bank ("Bank"), Somerville - permission to reorganize the bank into a holding company structure in accordance with section 26B of chapter 172 of the Massachusetts General Laws pursuant to a Plan of Reorganization and Acquisition dated as of August 13, 1998 between the Bank and Central Bancorp, Inc. a Massachusetts corporation formed to effect the reorganization. Comment period ends December 22, 1998.

Marlborough Co-operative Bank, Marlborough - permission to reorganize into a mutual holding company, Marlborough Bancorp, as part of a multi-step transaction. Comment period ended October 14, 1998.

Massachusetts Co-operative Bank, Dorchester - permission to establish a branch office at 70 Quincy Avenue, Quincy. Comment period ended October 23, 1998.

Monsanto Employees Credit Union ("Monsanto"), Springfield and Hamptonian Federal Credit Union ("Hamptonian"), Northampton -permission to merge Hamptonian with and into Monsanto under the charter, by-laws and name of Monsanto Employees Credit Union. The main office of Monsanto would remain the main office of the continuing credit union and the sole banking office of Hamptonian would not be retained as a branch office. Comment period ends December 18, 1998.

Mutual Bancorp of the Berkshires, Inc. ("Mutual Bancorp"), Pittsfield and Lenox Financial Services Corp. ("Lenox Financial"), Lenox - permission to merge Lenox Financial with and into Mutual Bancorp under the articles, by-laws and name of Mutual Bancorp. Lenox Financial is the mutual holding company for Lenox

Savings Bank and Mutual Bancorp is the mutual holding company for City Savings Bank. Comment period ended October 14, 1998.

UniBank for Savings, Whitinsville - permission to close a branch office located at 198 Worcester Street, North Grafton. Comment period ends December 21, 1998.

DECEMBER 1998 FILING DATE

Complete applications for the December 1998 Activity Report must be received by the Division or the Board on or before 5:00 P.M., Tuesday, December 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").

APPLICATIONS TO SELL INSURANCE

Hoosac Bank, North Adams - pending.

THE COMMONWEALTH OF MASSACHUSETTS

DIVISION OF BANKS

Notice of Public Hearing

Pursuant to the provisions of Massachusetts General Laws chapter 167, section 6 and in accordance with Massachusetts General Laws chapter 30A, section 2, a public hearing will be held on Friday, December 18, 1998 at 10:00 a.m. in Room 2004, Leverett Saltonstall Building, 100 Cambridge Street, Boston, Massachusetts, at which time oral comments will be received by the Division of Banks (the "Division") relative to the adoption of proposed new regulations relative to the year 2000 ("Y2K") compliance. The proposed regulations 209 CMR 51.00 et seq. would establish guidelines for Y2K compliance for state-chartered banks and credit unions as well as to establish that Y2K compliance plans and implementation are a safety and soundness consideration by the Division and other bank regulatory agencies. Other matters related to the year 2000 compliance process may also be considered.

Written comments may be submitted to the Division on the proposed regulations until 5:00 p.m. on Tuesday, December 29, 1998. A copy of the proposed regulations is available for inspection at, and copies may be obtained from, the Massachusetts Division of Banks, Saltonstall Building, 100 Cambridge Street, Boston, Massachusetts 02202.

COMMONWEALTH OF MASSACHUSETTS

DIVISION OF BANKS

LEGAL HOLIDAYS DURING 1999

FR - Refers to those holidays on which the Federal Reserve Bank of Boston will be closed during calendar year 1999.

Note: Banks, in their discretion, may open for business on any day of the year except Columbus Day before Noon and Veteran's Day before 1:00 P.M. This is the result of Chapter 276 of the Acts of 1996 which gave banks the authority to open for business on Sundays and, by cross-reference, legal holidays.

M1 - Refers to those days defined as "legal holidays" under Massachusetts General Laws chapter 4, section 7, paragraph 18 which previously have been subject to the Sunday "blue law" restrictions contained in Massachusetts General Laws chapter 136, sections 5 to 11, inclusive. Pursuant to Chapter 276 of the Acts of 1996, banks and credit unions are no longer required to close on these days, but may, in the discretion of management, open for business.

M2 - Refers to those days defined as "legal holidays" under Massachusetts General Laws chapter 4, section 7, paragraph 18 which are exempt from the Sunday "blue law" restrictions contained in Massachusetts General Laws chapter 136, sections 5 to 11, inclusive. Banks may, in the discretion of management, open for business on these days. Please note that two of the days listed in this category, Evacuation Day and Bunker Hill Day, are legal holidays in Suffolk County only.

M3 - Refers to a day defined as a "legal holiday" under Massachusetts General Laws chapter 4, section 7, paragraph 18 but which is subject to a special rule contained in Massachusetts General Laws chapter 136, section 13. Banks may, in the discretion of management, open for business on this day, Veteran's Day, but not until 1:00 P.M.

M4 - Refers to a day defined as a "legal holiday" under Massachusetts General Laws chapter 4, section 7, paragraph 18 but which is subject to a special rule contained in Massachusetts General Laws chapter 136, section 13, as amended by Chapter 287 of the Acts of 1989. Effective as of 1989, banks may, in the discretion of management, open for business on this day, Columbus Day, the second Monday in October, but not until 12:00 Noon.

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