September 30, 1999 Activity Report

BOARD OF BANK INCORPORATION

Hearings

October 20, 1999
Hearing Room A, 5th Floor
One South Station
Boston, Massachusetts
At 1:30 p.m.

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.

Decisions

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 - approved September 30, 1999.

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 - approved September 30, 1999.

Applications Pending

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 ends 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 ends 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

Boston Edison Employees' Credit Union, Boston - permission to establish a branch office at 151 University Avenue, Westwood - approved September 29, 1999.

Marlborough Savings Bank, Marlborough - permission to establish a branch office within Sudbury Farms Market, 439 Boston Post Road, Sudbury - approved September 21, 1999.

Middlesex Savings Bank, Natick - permission to establish a branch office at 495 Main Street, Medfield - approved September 9, 1999.

Pentucket Five Cents Savings Bank, Haverhill - permission to relocate its main office from 35 Merrimack Street to One Merrimack Street , Haverhill - approved September 22, 1999.

Provident Bank (The), Amesbury - permission to reorganize into a mutual holding company, Provident Bancorp, as part of a multi-step transaction - approved September 30, 1999.

Summit Bank, Medway -permission to relocate a branch office from 281A East Central Street to 348 East Central Street, Franklin - approved September 22, 1999.

Tremont Credit Union, Boston - permission to amend its by-laws to expand the association which qualify persons for membership. The amendment relative to membership eligibility would now include (1) employees of The Boston Herald, Boston; (2) employees of Bradco Supply Corp., Woburn; (3) employees of Wediko Children's Services, Boston; (4) employees of Unitarian Universalist Service Committee, Cambridge; and (5) members of International Association of Bridge, Structural, Ornamental & Reinforcing Iron Workers-Local 7 Boston, Boston - approved September 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.

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

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. Comment period ends October 15, 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.

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. Comment periods end October 14, 1999.

Provident Bank (The), Amesbury - permission to establish a branch office within Carriagetown Marketplace, Macy Street, Route 110, Amesbury. Comment period ends October 15, 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. Comment period ends October 18, 1999.

Warren Five Cents Savings Bank, Peabody - permission to relocate a branch office from 82 Lynn Street to 85 Lynnfield Street, Peabody. Comment period ends October 18, 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.

OCTOBER 1999 FILING DATE

Complete applications for the October 1999 Activity Report must be received by the Division or the Board on or before 5:00 P.M., Friday, October 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 - approved September 10, 1999
Peoples Savings Bank, Holyoke - approved September 24, 1999
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

THE COMMONWEALTH OF MASSACHUSETTS

DIVISION OF BANKS

NOTICE OF PUBLIC HEARINGS

Pursuant to the provisions of Massachusetts General Laws chapter 167, sections 14, 14A and 14C, and chapter 167E, section 2, paragraph 14A and in accordance with Massachusetts General Laws chapter 30A, section 2, a public hearing will be held on Monday, October 25, 1999 at 9:45 a.m. in Hearing Room A, 2 ^nd Floor, One South Station, Boston, Massachusetts, at which oral comments will be received by the Division of Banks relative to the adoption of amendments to 209 CMR 31.00, 209 CMR 34.00, 209 CMR 39.00 and 209 CMR 46.00. The proposed amendments change the official address and the official telephone number of the Division of Banks on all notices to be sent to the Division of Banks and to repeal the maximum loan amount for reverse mortgage loans which is no longer applicable. Other changes may be made based on comments received at the public hearing. Comment period ends October 25, 1999.

Pursuant to the provisions of Massachusetts General Laws chapter 167F, section 2, paragraph 31, and in accordance with Massachusetts General Laws chapter 30A, section 2, a public hearing will be held on Monday, October 25, 1999 at 10:00 a.m. in Hearing Room A, 2 ^nd Floor, One South Station, Boston, Massachusetts, at which oral comments will be received by the Division of Banks relative to proposed amendments to 209 CMR 47.00: Parity With National Banks. The purpose of these amendments is to authorize state-chartered banks to exercise additional powers and engage in additional activities that are permissible for a national bank with its main office in the Commonwealth. The proposed new activities include but are not limited to holding minority or non-controlling interests in certain entities; to sell alternative media such as postage, transit fares or passes; event tickets and gift certificates; to sell or provide internet access services; and to purchase mortgage loans, individually or in loan pools. Additional activities could be requested during the comment period. Comment period ends October 29, 1999.

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