June 30, 1999 Activity Report

BOARD OF BANK INCORPORATION

Hearings

Tuesday, July 13, 1999
Hearing Room, 5 ^th Floor
One South Station
Boston, Massachusetts

At 1:15 p.m.

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. The 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 ends July 27, 1999.

Tuesday, July 13, 1999
Hearing Room, 5 ^th Floor
One South Station
Boston, Massachusetts

At 2:00 p.m.

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 ends July 27, 1999.

DIVISION OF BANKS

Decisions

Atlantic Bank of New York, New York, New York - permission to (1) purchase assets and assume deposit liabilities of the branch offices of the National Bank of Greece, S.A. located at 33 State Street, Boston and 2067 Massachusetts Avenue, Cambridge, Massachusetts; and (2) maintain those locations as branch offices. Atlantic Bank of New York is a subsidiary of the National Bank of Greece, S.A. - approved as of June 23, 1999.

City Savings Bank, Pittsfield - permission to relocate its main office from 116 North Street to 99 North Street, Pittsfield - approved June 30, 1999.

Commonwealth Gas Employees' Credit Union, Southborough - permission to close a branch office located at One Main Street, Cambridge - approved June 30, 1999.

Ipswich Savings Bank, Ipswich - permission to reorganize the Bank into a holding company structure pursuant to a Plan of Reorganization and Acquisition dated as of February 17, 1999 between the Bank and Ipswich Bancshares, Inc., a Massachusetts corporation formed to effect the reorganization - approved June 1, 1999.

Tremont Credit Union ("Tremont"), Boston - permission (1) for American Chapels Credit Union ("American"), Boston to merge with and into Tremont under the charter, by-laws and name of Tremont Credit Union and to maintain the sole banking office of American as a branch office of Tremont; and (2) to amend the membership by-law of Tremont to now include employees of the Isabella Stewart Gardner Museum, Boston and Eastern Corporate Federal Credit Union, Woburn - approved June 30, 1999.

WEMELCO Credit Union, West Springfield - permission to amend its by-laws to expand the associations which qualify persons for membership. The amendment relative to membership eligibility would now include employees and retirees that work at facilities formerly owned by Western Massachusetts Electric Company and affiliated companies, as defined in WEMELCO Credit Union's current membership by-law, as well as other changes specified in the proposed by-law - approved June 30, 1999.

Applications Pending

Bristol County Savings Bank, Taunton - permission to establish a branch office at Franklin Plaza, 365 West Central Street, Franklin. Comment period ends July 8, 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. Comment periods end July 6, 1999.

Compass Bank for Savings, New Bedford - permission to establish a branch office at the K-Mart Shopping Center, 140 East Taunton Avenue, Seekonk. Comment period ends July 22, 1999.

Eastern Bank, Lynn - permission to close a branch office located at One Salisbury Square, Salisbury. Comment period after hearing ended May 7, 1999.

Eastern Bank, Lynn - permission to establish a branch office at the Woodbridge Assisted Living Center, 240 Lynnfield Street, Peabody. Comment period ended June 28, 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.

Middlesex Bank & Trust Company, Newton - permission to relocate its main office from 232 Boylston Street to 188 Needham Street, Newton. Comment period ends July 26, 1999.

North Brookfield Savings Bank, North Brookfield - permission to establish a branch office at 1051 Thorndike Street, Palmer. Comment period ends July 2, 1999.

North Shore Bank, A Co-operative Bank, Peabody - permission to establish a branch office at Appleseed's Square, 50 Dodge Street, Beverly. Comment period ends July 1, 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. Comment period ended June 22, 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. Comment periods end July 7, 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 ends July 27, 1999.

JULY 1999 FILING DATE

Complete applications for the July 1999 Activity Report must be received by the Division or the Board on or before 5:00 P.M., Thursday, July 15, 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 - pending
Canton Institution for Savings (The), The Bank of Canton, Canton - pending
Hampden Savings Bank, Springfield - pending
HomeVest Mortgage Corporation, Newton - approved June 21, 1999
Peoples Savings Bank, Holyoke - pending
Randolph Savings Bank, Randolph - pending.

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