November 30, 1999 Activity Report

BOARD OF BANK INCORPORATION

Hearings

Wednesday, January 12, 2000
One South Station
Boston, Massachusetts
At 2:00 p.m.

Peoples Heritage Financial Group, Inc., Portland, Maine - permission to acquire Banknorth Group, Inc., Burlington, Vermont. In Massachusetts, Banknorth Group, Inc. is the bank holding company for First Massachusetts Bank, N.A., Worcester, Massachusetts and Peoples Heritage Financial Group, Inc. is the bank holding compay for Family Bank, FSB, Haverhill, Massachusetts. Comment period ends January 21, 2000.

Decisions

RBSG International Holdings Limited, Edinburgh, Scotland - permission to become a bank holding company through its direct ownership of Citizens Financial Group, Inc., Providence, Rhode Island. In the Commonwealth, Citizens Financial Group, Inc. is the holding company of Citizens Bank of Massachusetts, Boston. The Petitioner is a direct subsidiary of The Royal Bank of Scotland, plc - approved November 23, 1999.

Applications Pending

Banknorth Group, Inc., Burlington, Vermont - permission to acquire BNG Interim Bank, N.A. (in organization), Glen Falls, New York. In Massachusetts, Banknorth Group, Inc. is the bank holding company for First Massachusetts Bank, N.A., Worcester, Massachusetts. Comment period ends December 3, 1999.

Citizens Financial Group, Inc., Providence, Rhode Island - permission to acquire UST Corp, Boston. UST Corp is the holding company for USTrust and United States Trust Company, Boston, Massachusetts. Comment period ended November 1, 1999.

Lighthouse Bank, Waltham - permission to establish a new savings bank which will conduct business over the Internet. Lighthouse Bank will operate as a direct and indirect subsidiary of Brookline Bancorp, Inc. and Brookline Bancorp, MHC, respectively, which have applied to become bank holding companies. Currently, both entities are the holding companies for Brookline Savings Bank, Brookline, Massachusetts. Comment period ended October 14, 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

Andover Bank, Andover - permission to establish a branch office at 35 Manchester Road, Derry, New Hampshire - approved November 10, 1999.

Compass Bank for Savings, New Bedford - permission to establish a branch office at 1230 Braley Road, New Bedford - approved November 17, 1999.

Eastern Bank, Lynn - permission to (i) purchase certain assets and assume certain deposit and other liabilities of Fleet National Bank; and in connection therewith (ii) establish and maintain branch offices at 1300 Belmont Street, Brockton; 39 Washington Street, Canton; 80 Washington Street, Norwell and 35 Memorial Parkway, Randolph - approved November 10, 1999.

Metropolitan Credit Union ("Metropolitan"), Chelsea and Middlesex County Employees Federal Credit Union ("Middlesex"), Cambridge - permission to merge Middlesex 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 Middlesex would not be retained as a branch office - approved November 30, 1999.

Applications Pending

Aldenville Credit Union, Chicopee - permission to establish a branch office at White Birch Plaza, Burnett Road, Chicopee. Comment period ended September 24, 1999.

Asian American Bank & Trust Company, Boston - permission to establish a branch office within Super 88 Supermarket, South Bay Mall, 101 Allstate Road, Dorchester. Comment period ends December 20, 1999.

Bridgewater Credit Union ("Bridgewater"), Bridgewater and EDICO Federal Credit Union ("EDICO"), Bridgewater - permission to merge EDICO with and into Bridgewater under the charter, by-laws and name of Bridgewater Credit Union. The sole banking office of EDICO will be closed within six months of the merger. Comment period ends December 13, 1999.

Citizens Bank of Massachusetts, Boston - permission to merge with USTrust, Boston. Under the merger agreement, USTrust will merge with and into Citizens Bank of Massachusetts under the charter, by-laws and name of Citizens Bank of Massachusetts. This transaction includes the proposed closings of thirty-seven specified branch offices. Other related approvals are set out in the application. Comment period ended November 1, 1999.

Elgasco Credit Union ("Elgasco"), Lawrence and The Lowell Electric Light Employees Credit Union ("Lowell Electric"), Haverhill - permission to merge Lowell Electric with and into Elgasco under the charter and by-laws of Elgasco and name of First Choice Credit Union. As part of this transaction, the by-laws of Elgasco would be amended to change the name of Elgasco Credit Union to First Choice Credit Union. Comment period ended September 24, 1999.

Enterprise Bank and Trust Company, Lowell - permission to (i) purchase certain assets and assume certain deposit and other liabilities of the branch offices of Fleet National Bank located at 223 Boston Post Road, Billerica and 20 Drumhill Road, Chelmsford; and in connection therewith (ii) establish and maintain branch offices at those locations. Comment periods end December 15, 1999.

Rockland Trust Company, Rockland - permission to (i) purchase certain assets and assume certain deposit and other liabilities of Fleet National Bank; and in connection therewith (ii) establish and maintain branch offices at (1) 301B Barlows Landing, Bourne; (2) 836 North Main Street, Brockton; (3) 34 School Street, Brockton; (4) 1195 Falmouth Road, West Main Street and Route 28, Centerville; (5) Sisson Road and Route 28, Harwich; (6) 375 Iyanough Road, Hyannis; (7) Mashpee Rotary Circle, Route 28, Mashpee; (8) Main Street and Route 28, Orleans; (9) 22 Wianno Avenue, Osterville; (10) Route 6A and Tupper Road, Sandwich; (11) 1123 Main Street, South Yarmouth; and (12) 428 Station Avenue, South Yarmouth. Comment periods end December 6, 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.

DECEMBER 1999 FILING DATE

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

Middlesex Savings Bank, Natick - approved November 16, 1999
Stoneham Savings Bank, Stoneham - approved November 5, 1999
Cambridgeport Bank, Cambridge - pending
Cape Cod Five Cents Savings Bank, Harwich Port - pending
Eastern Bank, Lynn - pending
Framingham Co-operative Bank, Framingham - pending
Provident Bank (The), Amesbury - pending
Woronoco Savings Bank, Westfield - pending

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