January 29, 1999 Activity Report

BOARD OF BANK INCORPORATION

Hearings

There are no hearings scheduled for the month of February, 1999.

Decisions

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 - approved January 14, 1999.

DIVISION OF BANKS

Decisions

Abington Savings Bank, Abington - permission to establish a branch office within Shaw's Supermarket, 609 Belmont Street, Brockton - approved January 28, 1999.

Boston Safe Deposit and Trust Company, Boston - permission to relocate a branch office from Wellington Business Center, 20 Cabot Road, Medford to 135 Santilli Highway, Everett - approved January 22, 1999.

Cape Cod Bank and Trust Company (the "Bank"), Hyannis - 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 October 8, 1998 between the Bank and CCBT Bancorp, Inc., a Massachusetts corporation formed to effect the reorganization - approved January 29, 1999.

Community Bank (The), A Massachusetts Co-operative Bank, Brockton - permission to relocate a branch office from 694 Crescent Street to 276 Quincy Street, Brockton - approved January 26, 1999.

Eastern Bank, Lynn - permission to establish a branch office within Shaw's Supermarket, 55 Columbia Road, Hanover - approved January 29, 1999.

USTrust, Boston - permission to establish a branch office at 33 Center Street, Burlington - approved January 26, 1999.

Applications Pending

Andover Bank, Andover and Andover Bank NH, Salem, New Hampshire - permission to merge Andover Bank NH with and into Andover Bank under the charter, by-laws and name of Andover Bank. The main office of Andover Bank would remain the main office of the continuing institution and all of the banking offices of Andover Bank NH would be maintained as branch offices. Andover Bank and Andover Bank NH are both subsidiaries of Andover Bancorp, Inc., Andover, Massachusetts, a bank holding company. Comment period ended January 22, 1999.

Cambridgeport Bank, Cambridge - permission to establish a branch office at 100 Cambridge Park Drive, Cambridge. Comment period ends February 2, 1999.

Citizens Bank of Massachusetts, Boston - permission to establish a branch office at One Financial Center, Boston. Comment period ends February 15, 1999.

Compass Bank for Savings, New Bedford - permission to establish a branch office at 715 West Main Street, Hyannis. Comment period ends February 8, 1999.

Eastern Bank, Lynn - permission to close a branch office located at One Salisbury Square, Salisbury. Comment period ends February 22, 1999.

Foxborough Savings Bank, Foxborough - permission to relocate a branch office from 931 Main Street, Walpole to the southeast corner of Main Street and East Street, Walpole. Comment period ends February 19, 1999.

Investors Bank & Trust Company, Boston - permission to relocate its main office from 24 Federal Street to 200 Clarendon Street, Boston. Comment period ends February 23, 1999.

Mansfield Co-operative Bank, Mansfield - permission to (1) close its branch office located at Ten West Main Street, Norton; and (2) establish a branch office at 225 West Main Street, Norton. Comment periods end February 22, 1999.

Quincy Municipal Credit Union, Quincy - permission to relocate its main office from 380 Washington Street to 100 Quincy Avenue, Quincy. Comment period ended January 21, 1999.

USTrust, Boston - permission to close a branch office located at 36 Cambridge Street, Burlington. Comment period ends February 19, 1999.

FEBRUARY 1999 FILING DATE

Complete applications for the February 1999 Activity Report must be received by the Division or the Board on or before 5:00 P.M., Tuesday, February 16, 1999.

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

Citizens Bank of Massachusetts, Boston - pending.

USTrust, Boston - pending.

THE COMMONWEALTH OF MASSACHUSETTS

DIVISION OF BANKS

Notice of Public Hearing

Pursuant to the provisions of Massachusetts General Laws chapter 171, section 6A, added by Chapter 223 of the Acts of 1998, and in accordance with Massachusetts General Laws chapter 30A, section 2, a public hearing will be held on Friday, February 26, 1999 at 10:00 a.m. in Room 2203, Leverett Saltonstall Building, 100 Cambridge Street, Boston, Massachusetts, at which oral comments will be received by the Division of Banks relative to the adoption of proposed new regulations which would authorize state-chartered credit unions to exercise any power and engage in any activity that is permissible for a federal credit union provided any such activity is not otherwise prohibited by law. The proposed regulations, 209 CMR 50.00 et seq. would authorize and establish procedures and requirements applicable to state-chartered credit unions seeking to exercise powers granted to federal credit unions under Federal Law.

Written comments may be submitted to the Division on the proposed regulations until 5:00 p.m. on Friday, March 5, 1999. A copy of the proposed regulations is available for inspection at, and copies may be obtained from, the Massachusetts Division of Banks, 100 Cambridge Street, Boston, Massachusetts 02202.

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