July 30, 1999 Activity Report

BOARD OF BANK INCORPORATION

Hearings

Tuesday, August 31, 1999
Hearing Room, 3rd Floor
One South Station
Boston, Massachusetts

At 10:00 a.m.

Provident Bank (The), Amesbury - permission to establish a mutual savings bank, The Provident Mutual Savings Bank and a stock savings bank, The Provident Interim Savings Bank, Amesbury in connection with its multi-step reorganization into a mutual holding company, Provident Bancorp. Comment period ends September 10, 1999.

Applications Pending

Fleet Financial Group, Inc. ("Fleet"), Boston - permission to acquire BankBoston Corporation and its wholly owned subsidiary bank in the Commonwealth, BankBoston, N.A. by merger of BankBoston Corporation with and into Fleet Financial Corporation, Inc. which will change its name to Fleet Boston Corporation upon consummation of the transaction. Comment period ended July 27, 1999.

Westborough Savings Bank, Westborough - permission to establish a mutual savings bank, Westborough DeNovo Savings Bank and a stock savings bank in conjunction with its multi-step reorganization into a mutual holding company, Westborough Bancorp, MHC. This transaction also involves the formation of an intermediate holding company, Westborough Financial Services, Inc. and the issuance of up to 30% of the stock of the intermediate holding company. Comment period ended July 27, 1999.

DIVISION OF BANKS

Decisions

Bristol County Savings Bank, Taunton - permission to establish a branch office at Franklin Plaza, 365 West Central Street, Franklin - approved July 28, 1999.

Citizens Bank of Massachusetts, Boston - permission to (i) purchase certain assets and assume certain deposit and other liabilities of State Street Bank and Trust Company, Boston; and in connection therewith (ii) establish and maintain branch offices at 53 State Street, Boston; 607 Boylston Street, Boston; One Enterprise Drive, Quincy; and 1776 Heritage Drive, Quincy - approved July 29, 1999.

Compass Bank for Savings, New Bedford - permission to establish a branch office at the K-Mart Shopping Center, 140 East Taunton Avenue, Seekonk - approved July 28, 1999.

Eastern Bank, Lynn - permission to close a branch office located at One Salisbury Square, Salisbury - approved July 7, 1999.

Eastern Bank, Lynn - permission to establish a branch office at the Woodbridge Assisted Living Center, 240 Lynnfield Street, Peabody - approved July 2, 1999.

Middlesex Bank & Trust Company, Newton - permission to relocate its main office from 232 Boylston Street to 188 Needham Street, Newton - approved July 28, 1999.

North Brookfield Savings Bank, North Brookfield - permission to establish a branch office at 1051 Thorndike Street, Palmer - approved July 12, 1999.

North Shore Bank, A Co-operative Bank, Peabody - permission to establish a branch office at Appleseed's Square, 50 Dodge Street, Beverly - approved July 12, 1999.

South Shore Co-operative Bank ("South Shore"), Weymouth - permission to merge with East Bridgewater Co-operative Bank ("East Bridgewater"), East Bridgewater. Under the terms of the Agreement and Plan of Merger, East Bridgewater will merge with and into South Shore under the charter, by-laws and name of South Shore Co-operative Bank. The main office of South Shore would remain the main office of the continuing institution and the sole banking office of East Bridgewater would be maintained as a branch office - approved July 14, 1999.

State Street Bank and Trust Company ("State Street"), Boston - permission to close branch offices located at (1) 53 State Street, Boston; (2) 607 Boylston Street, Boston; (3) One Enterprise Drive, Quincy; and (4) 1776 Heritage Drive, Quincy. In connection with these petitions, State Street has entered into an agreement whereby Citizens Bank of Massachusetts, Boston would subject to regulatory approval and consummation of the transaction, purchase certain assets and assume certain deposit and other liabilities of State Street and establish and maintain branch offices at those four locations - approved July 29, 1999.

Applications Pending

Citizens Bank of Massachusetts, Boston - permission to close its branch office located at 77 Granite Street, Quincy. Comment period ends August 23, 1999.

Community Bank, A Massachusetts Co-operative Bank (The), Brockton - permission to relocate a branch office from 1280 Belmont Street to 1265 Belmont Street, Brockton. Comment period ends August 23, 1999.

Florence Savings Bank ("Florence"), Florence - permission to merge with Bank of Easthampton, A Co-operative Bank ("Easthampton"), Easthampton. Under the terms of the Agreement and Plan of Merger, Easthampton will merge with and into Florence under the charter, by-laws and name of Florence Savings Bank. The main office of Florence would remain the main office of the continuing institution and the sole banking office of Easthampton would be maintained as a branch office. Comment period ends August 11, 1999.

Jeanne D'Arc Credit Union ("Jeanne D'Arc"), Lowell - permission to merge with Colonial Gas Employees Federal Credit Union ("Colonial Gas"), Lowell. Under the terms of the merger, Colonial Gas will merge with and into Jeanne D'Arc under the charter, by-laws and name of Jeanne D'Arc Credit Union. The main office of Jeanne D'Arc will remain the main office of the continuing credit union and the sole banking office of Colonial Gas will not be retained as a branch office. Comment period ends August 3, 1999.

Provident Bank (The), Amesbury - permission to reorganize into a mutual holding company, Provident Bancorp, as part of a multi-step transaction. Comment period ends September 10, 1999.

Southbridge Credit Union, Southbridge - permission to establish a branch office at the Center at Hobbs Brook, Route 20, Sturbridge. Comment period ends August 23, 1999.

Westborough Savings Bank, Westborough - permission to reorganize into a mutual holding company, Westborough Bancorp MHC, as part of a multi-step transaction which involves the formation of an intermediate holding company, Westborough Financial Services, Inc. and the issuance of up to 30% of the stock of the intermediate holding company. Comment period ended July 27, 1999.

Woronoco Savings Bank, Westfield - permission to close a branch office located at Westfield High School, 177 Montgomery Road, Westfield. Comment period ends August 16, 1999.

AUGUST 1999 FILING DATE

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

Andover Bank, Andover - pending
Cambridge Mortgage Group (The), Boston - approved July 12, 1999
Canton Institution for Savings (The), The Bank of Canton - pending
Hampden Savings Bank, Springfield - pending
Peoples Savings Bank, Holyoke - pending

Note:

Randolph Savings Bank, Randolph -Submission limited to annuities; therefore, no plan of operation or approval required from Division of Banks.

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