October 29, 1999 Activity Report

BOARD OF BANK INCORPORATION

Hearings

Tuesday, November 23, 1999
One South Station
Boston, Massachusetts
At 2:00 p.m.

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.

Applications Pending

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 ends 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.

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. 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

Citizens Bank of Massachusetts, Boston - permission to close its branch office located at 77 Granite Street, Quincy - approved October 7, 1999.

Dunkin' Donuts Employees Credit Union, Randolph - permission to amend its by-laws to expand the associations which qualify persons for membership. The amendment relative to membership eligibility would now include corporate employees of Baskin-Robbins, Inc. and Togo's Eateries, Inc., as well as other provisions, specified in the proposed by-law - approved October 21, 1999.

Everett Co-operative Bank, Everett - permission to establish a branch office at 28 Broadway, Malden - approved October 26, 1999.

North Shore Bank, A Co-operative Bank, Peabody - permission to establish branch offices within (1) Foodmaster Supermarket, 50 Boston Street, Lynn; and (2) Foodmaster Supermarket, 38 Paradise Road, Swampscott -approved October 21, 1999.

Provident Bank (The), Amesbury - permission to establish a branch office within Carriagetown Marketplace, Macy Street, Route 110, Amesbury - approved October 21, 1999.

St. Anne's Credit Union of Fall River ("St. Anne's of Fall River"), Fall River and FRELCO Employees Federal Credit Union ("FRELCO"), Fall River - permission to merge FRELCO with and into St. Anne's of Fall River under the charter, by-laws and name of St. Anne's Credit Union of Fall River. The main office of St.Anne's of Fall River would remain the main office of the continuing credit union and the sole banking office of FRELCO would not be retained as a branch office - approved October 21, 1999.

Stoneham Savings Bank, Stoneham - permission to establish a branch office at 36 Cambridge Street, Burlington - approved October 25, 1999.

Warren Five Cents Savings Bank, Peabody - permission to relocate a branch office from 82 Lynn Street to 85 Lynnfield Street, Peabody - approved October 21, 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.

Andover Bank, Andover - permission to establish a branch office at 35 Manchester Road, Derry, New Hampshire. Comment period ends November 4, 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 ends November 1, 1999.

Compass Bank for Savings, New Bedford - permission to establish a branch office at 1230 Braley Road, New Bedford. Comment period ends November 15, 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. Comment periods end November 5, 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.

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. Comment period ends November 17, 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.

NOVEMBER 1999 FILING DATE

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

* Two Massachusetts Branch Offices

APPLICATIONS TO SELL INSURANCE
Cape Cod Five Cents Savings Bank, Harwich Port - pending
Eastern Bank, Lynn - pending
Framingham Co-operative Bank, Framingham - pending
Middlesex Savings Bank, Natick - pending
Provident Bank (The), Amesbury - pending
Stoneham Savings Bank, Stoneham - pending
Woronoco Savings Bank, Westfield - pending

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