February 29, 2000 Activity Report

BOARD OF BANK INCORPORATION

Hearings

Thursday, April 6, 2000
Hearing Room A, Fifth Floor
One South Station
Boston, Massachusetts

At 10:00 a.m.

Andover Bancorp, Inc. ("Andover"), Massachusetts - permission to acquire GBT Bancorp and its wholly owned subsidiary bank, Gloucester Bank & Trust Company, Gloucester, Massachusetts. Andover is the holding company for Andover Bank. Comment period ends April 20, 2000.

Decisions

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 - approved February 15, 2000.

TeleCom Co-operative Bank, Boston - permission to relocate its main office from 155 Federal Street, Boston to One Salem Street, Malden - approved February 11, 2000.

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 35% of the stock of the intermediate holding company - approved February 8, 2000.

Applications Pending

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 company for Family Bank, FSB, Haverhill, Massachusetts. Comment period after public hearing extended until March 10, 2000.

DIVISION OF BANKS

Decisions

Cambridgeport Bank, Cambridge - permission to close a branch office located at 100 Cambridge Park Drive, Cambridge - approved February 15, 2000.

Cambridgeport Mutual Holding Company, Cambridge, Massachusetts - permission to convert from a mutual holding company to a stock holding company pursuant to Massachusetts General Laws chapter 167H, section 9. If approved, following the conversion, the holding company will be known as Port Financial Corp. Cambridgeport is the holding company for Cambridgeport Bank - approved February 22, 2000 to proceed with subscription offering.

Citizens Bank of Massachusetts, Boston - permission to establish a branch office within the Scotiabank Building, Cardinal Avenue, George Town, Grand Cayman, Cayman Islands - approved February 29, 2000.

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, among other provisions, the name of Elgasco Credit Union to First Choice Credit Union - approved February 29, 2000.

Medford Co-operative Bank, Medford - permission to establish a branch office at 856 Massachusetts Avenue, Arlington - approved February 23, 2000.

Salem Five Cents Savings Bank, Salem - permission to establish a branch office at 52 Congress Street, Boston - approved February 23, 2000.

South Shore Savings Bank, Weymouth - permission to close a branch office located at 47 Washington Street, Weymouth - approved February 25, 2000.

Watertown Savings Bank, Watertown - permission to establish a branch office at 637 Main Street, Waltham - approved February 22, 2000.

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 35% of the stock of the intermediate holding company - approved February 8, 2000.

Applications Pending

Auburndale Co-operative Bank, Auburndale - permission to establish a branch office at Lasell Village, 120 Seminary Avenue, Aurburndale. Comment period ends March 7, 2000.

Belmont Savings Bank, Belmont - permission to establish a branch office within the Watertown Mall, 550 Arsenal Street, Watertown. Comment period ends March 20, 2000.

Berkshire Bancorp, Pittsfield - permission to convert from a mutual holding company to a stock holding company pursuant to Massachusetts General Laws chapter 167H, section 9. If approved, following the conversion, the holding company will be known as Berkshire Hills Bancorp, Inc. Berkshire Bancorp is the holding company for Berkshire Bank. Comment period ends March 31, 2000.

Boston Edison Employee's Credit Union ("Boston Edison"), Boston and Redberry Credit Union ("Redberry"), Boston - permission to merge Redberry with and into Boston Edison under the charter, by-laws and name of Boston Edison Employee's Credit Union. The main office of Boston Edison would become the main office of the continuing credit union and the sole banking office of Redberry would be maintained as a branch office. As part of this transaction, the by-laws of Boston Edison would be amended to change membership eligibility. Comment period ends March 15, 2000.

Bristol County Savings Bank, Taunton - permission to establish a branch office at 215 Armistice Boulevard, Pawtucket, Rhode Island. Comment period ended February 18, 2000.

Brookline Savings Bank, Brookline - permission to establish a branch office at Ten Langley Road, Newton. Comment period ends March 20, 2000.

Citizens Bank of Massachusetts, Boston - permission to close a branch office located at 30 Court Street, Boston. Comment period ends March 20, 2000.

Medford Savings Bank, Medford - permission to establish a branch office at 440 Massachusetts Avenue, Arlington. Comment period ends March 16, 2000.

Westborough Bank (The), Westborough - permission to relocate a branch office from 19 Maple Avenue to 23-25 Maple Avenue, Shewsbury. Coment period ends March 20, 2000.

Western Massachusetts Telephone Workers' Credit Union, 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 of companies whose primary business is telecommunication and persons who work or reside in Hampden, Hampshire, Franklin and Berkshire Counties, as well as other provisions specified in the proposed by-law. Comment period ends March 29, 2000.

Winchester Savings Bank, Winchester - permission to establish a branch office at 573 Main Street, Woburn. Comment period ends March 20, 2000.

MARCH 2000 FILING DATE

Complete applications for the March Activity Report must be received by the Division or the Board on or before 5:00 P.M.,Wednesday, March 15, 2000.

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").

TEMPORARY CHECK CASHER LICENSES

Applications Pending

St. James Check Cashing, Inc., Springfield, Massachusetts - permission to operate a check casher business within Winchester Liquors, 800 State Street, Springfield. Comment period ends March 2, 2000.

APPLICATIONS TO SELL INSURANCE

Abington Savings Bank, Abington - approved
Cape Cod Five Cents Savings Bank, Harwich Port - approved
Century Bank and Trust Company, Somerville - approved
Framingham Co-operative Bank, Framingham - approved
Monson Savings Bank, Monson - approved
Cambridgeport Bank, Cambridge - pending
Citizens-Union Savings Bank, Fall River - pending
Enterprise Bank and Trust Company, Lowell - pending
Fall River Five Cents Savings Bank, Fall River - pending
Provident Bank (The), Amesbury - pending

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