July 31, 2002 Activity Report

BOARD OF BANK INCORPORATION

Hearings

Tuesday, August 6, 2002
Hearing Room A, Fifth Floor
One South Station
Boston Massachusetts
At 10:30 a.m.

Abington Bancorp, Inc., Abington, Massachusetts - permission to acquire Massachusetts Fincorp., Inc., Quincy, Massachusetts and its bank subsidiary, The Massachusetts Co-operative Bank, Dorchester, Massachusetts. In the Commonwealth, Abington Bancorp, Inc. is the holding company for Abington Savings Bank. Comment period ends September 4, 2002.

Tuesday, August 6, 2002
Hearing Room A, Fifth Floor
One South Station
Boston Massachusetts
At 11:15 a.m.

Citizens Financial Group, Inc., Providence, Rhode Island and related parties - permission to acquire Medford Bancorp, Inc. and its subsidiary bank, Medford Savings Bank, Medford, Massachusetts. In the Commonwealth, Citizens Financial Group, Inc. is the holding company for Citizens Bank of Massachusetts, Boston, Massachusetts. Comment period ends September 6, 2002.

Decisions

Banknorth Group, Inc. ("Banknorth"), Portland Maine - permission to acquire Ipswich Bancshares, Inc. ("Bancshares"), Ipswich, Massachusetts. In the Commonwealth, Bancshares is the holding company for Ipswich Savings Bank, Ipswich, Massachusetts. As part of this multi-step transaction Ipswich Savings Bank will merge with and into Banknorth's banking subsidiary, Banknorth, N.A. - approved July 17, 2002.

Randolph Savings Bank, Randolph - permission to establish a mutual savings bank, Randolph Interim Mutual Bank and a stock savings bank in conjunction with its multi-step reorganization into a mutual holding company, Randolph Bancorp - approved July 24, 2002.

DIVISION OF BANKS

Decisions

Asian American Bank & Trust Company, Boston - permission to close a branch office located at 15 Bow Street, Somerville - approved July 31, 2002.

Athol Savings Bank, Athol - permission to establish a branch office at 560 Summer Street, Barre - approved July 29, 2002.

Banknorth, N.A ("Banknorth"), Portland Maine - permission to maintain as branch offices all of the banking offices of Ipswich Savings Bank ("Ipswich"), Ipswich, Massachusetts through the merger of Ipswich with and into Banknorth - approved July 17, 2002.

Citizens Bank of Massachusetts, Boston - permission to establish branch offices within Stop & Shop Supermarkets located at 1) 45 Federal Street, Belchertown; 2) 700 Middle Street, East Weymouth; 3) 35 Highland Avenue, Seekonk; 4) 1600 Boston Road, Springfield; and 5) 475 Bedford Street, Whitman - approved July 25, 2002.

Greenfield Co-operative Bank, Greenfield - permission to establish a branch office at 10 and 18 Amherst Road, Sunderland - approved July 29, 2002.

Jeanne D'Arc Credit Union, Lowell - permission to establish a branch office at 245 Chelmsford Street, Chelmsford - approved July 19, 2002.

Northeast Community Credit Union, Haverhill - permission to establish a branch office at One Cushing Avenue, Haverhill - approved July 9, 2002.

Peoples Savings Bank, Holyoke - permission to establish a branch office at 56 Amity Street, Amherst - approved July 3, 2002.

Randolph Savings Bank (the "Petitioner"), Randolph, Massachusetts - permission to reorganize into a mutual holding company, Randolph Bancorp. The reorganization is structured as a multi-step transaction involving a new mutual savings bank caused to be chartered by the Petitioner and the subsequent merger of the Petitioner with and into the stock subsidiary banking institution formed by the reorganization which will operate under the name of Randolph Savings Bank - approved July 24, 2002.

Worcester Fire Department Credit Union, Worcester - permission to relocate its main office from 2 Eastern Avenue, Worcester to 34 Glennie Street, Worcester - approved July 30, 2002.

Worcester Police Department Credit Union, Worcester - permission to relocate its main office from 9-11 Union Square to 2 Eastern Avenue, Worcester - approved July 30, 2002.

Applications Pending

Abington Savings Bank, Abington - permission to merge with The Massachusetts Co-operative Bank, Dorchester under the charter and name of Abington Savings Bank. Comment period ends September 4, 2002.

AllCom Credit Union, Worcester - permission to amend its by-laws to expand the associations which qualify persons for membership. This application was filed in conjunction with the application for the merger of Commonwealth Gas Employees' Credit Union, Southborough with and into AllCom Credit Union. The merger was approved December 19, 2001. Comment period ended November 26, 2001.

Citizens Bank of Massachusetts, Boston, Massachusetts - permission to merge with Medford Savings Bank, Medford under the charter and name of Citizens Bank of Massachusetts. Comment period changed to October 11, 2002.

Enterprise Bank and Trust Company, Lowell - permission to establish a branch office at 420 John Fitch Highway, Fitchburg. Comment period ended July 26, 2002.

Lowell Five Cent Savings Bank, Lowell - permission to establish a branch office at Primrose Plaza, 65 Groton Street, Pepperell. Comment period ends August 15, 2002.

Monsanto Employees Credit Union, Springfield - Permission to (1) relocate its main office from 730 Worcester Street, Springfield to Five Town Plaza, Cooley Street, Springfield; and (2) maintain its current main office as a branch office. Comment period ends August 19, 2002.

North Brookfield Savings Bank, North Brookfield - permission to establish a branch office at the corner of Route 9 and Route 202, Belchertown. Comment period ends August 7, 2002.

Postal Community Credit Union, Boston - permission to amend its by-laws to expand the associations which qualify persons for membership. The amendment relative to membership eligibility would now include persons who reside in or are employed by entities with a location in Essex, Middlesex, Norfolk, Plymouth and Suffolk Counties. Comment period ended August 27, 2001.

Slade's Ferry Trust Company, Somerset - permission to close its branch office located within Walgreens, 838 Pleasant Street, New Bedford. Comment period ended June 14, 2002.

Tremont Credit Union, Boston - permission to amend its by-laws to expand the associations which qualify persons for membership eligibility to now include (1) Employees of National Educational Travel Council, Boston; (2) Employees of Baan Process Solutions, Newton; (3) Employees of SpeechWorks International, Inc., Boston; (4) Employees of Babson Street Motor Cars, Mattapan; (5) Employees of New England Advisory Group, Newton; (6) Employees of Berkeley Investments, Inc., Boston; (7) Employees of HR2, Woburn; (8) Employees of the IQ Business Group Inc., Cambridge; and (9) Employees of Boston Plasterers' & Cement Masons' - Asphalt Layers' Union Local 534, Boston, Massachusetts. Comment period ends August 19, 2002.

AUGUST 2002 FILING DATE

Complete applications for the August Activity Report must be received by the Division or the Board on or before 5:00 P.M., Thursday, August 15, 2002.

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

Florence Savings Bank, Florence - pending

CHANGE IN SERVICE

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