October 31, 2002 Activity Report

BOARD OF BANK INCORPORATION

Hearings

Thursday, November 7, 2002
Hearing Room A, Fifth Floor
One South Station
Boston Massachusetts
At 10:00 a.m.

Bridgewater Savings Bank (the "Bank"), Bridgewater - permission to establish a mutual savings bank, Bridgewater De Novo Mutual Savings Bank, and a stock savings bank in conjunction with its multi-step reorganization into a mutual holding company, Bridgewater Financial, MHC and to redesignate the Bank's main office from 14 Main Street, Bridgewater, Massachusetts to 756 Orchard Street, Raynham, Massachusetts. Comment period ends November 21, 2002.

Thursday, November 7, 2002
Hearing Room A, Fifth Floor
One South Station
Boston Massachusetts
At 10:30 a.m.

Banknorth Group, Inc., ("Banknorth") Portland, Maine - permission to acquire Warren Bancorp, Inc., ("Warren") Peabody, Massachusetts. In the Commonwealth, Warren is the holding company for Warren Five Cents Savings Bank, Peabody, Massachusetts. As part of this multi-step transaction, Warren Five Cents Savings Bank will merge with and into Banknorth's banking subsidiary, Banknorth, N.A., Portland, Maine. Comment period ends November 26, 2002.

Thursday, November 7, 2002
Hearing Room A, Fifth Floor
One South Station
Boston, Massachusetts
At 11:15 a.m.

Navisbank, Gloucester, Massachusetts- permission to establish a new trust company in Gloucester, Massachusetts. Comment period ends November 7, 2002.

Tuesday, December 3, 2002
Hearing Room A, Fifth Floor
One South Station
Boston, Massachusetts
At 10:00 a.m.

Citizens Financial Group, Inc. ("Citizens Financial"), Providence, Rhode Island and related parties - permission to acquire indirectly Commonwealth Bancorp, Inc., a Pennsylvania corporation, and its subsidiary, Commonwealth Bank, Norristown, Pennsylvania. As part of this multi-step transaction, Commonwealth Bank would merge with and into Citizens Bank of Pennsylvania, Philadelphia, Pennsylvania, a subsidiary of Citizens Financial. In the Commonwealth, Citizens Financial is the holding company for Citizens Bank of Massachusetts, Boston, Massachusetts and United States Trust Company, Boston, Massachusetts. Comment period ends December 9, 2002.

Tuesday, December 3, 2002
Hearing Room A, Fifth Floor
One South Station
Boston, Massachusetts
At 10:30 a.m.

The Boston Bank of Commerce, Boston, Massachusetts - permission to acquire Family Savings Bank, F.S.B., Los Angeles, California and become a bank holding company in a multi-step transaction. Comment period ends December 9, 2002.

Decisions

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 - approved October 11, 2002.

DIVISION OF BANKS

Decisions

Bank of Western Massachusetts (The), Springfield - permission to (1) relocate its main office from 29 State Street, Springfield to 1391 Main Street, Springfield; and (2) maintain its current main office as a branch office - approved October 22, 2002.

Benjamin Franklin Savings Bank, Franklin - permission to close a branch office located at Franklin High School, 218 Oak Street, Franklin - approved October 23, 2002.

Central Co-operative Bank, Somerville - permission to establish a branch office at Woburn High School, 88 Montvale Avenue, Woburn - approved October 16, 2002.

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

Citizens-Union Savings Bank, Fall River - permission to establish a branch office on Crandall Road, Tiverton, Rhode Island - approved October 21, 2002.

Eastern Bank ("Eastern"), Lynn and Eastern Bank & Trust Company ("Trust"), Salem - permission to merge Trust with and into Eastern under the charter, by-laws and name of Eastern Bank. The main office of Eastern would remain the main office of the continuing institution and all of the banking offices of Trust would be retained as branch offices- approved October 8, 2002.

Eastern Bank, Lynn - permission to establish a branch office within Shaw's Supermarket, 246 Border Street, East Boston - approved October 28, 2002.

Eastern Bank, Lynn - permission to establish a branch office within Shaw's Supermarket, 780 South Main Street, Sharon - approved October 28, 2002.

Easthampton Savings Bank, Easthampton - permission to establish a branch office at the Belchertown Office Park at the intersection of Route 202 and 21, Belchertown - approved October 22, 2002.

Hampden Savings Bank, Hampden - permission to establish a branch office at 2005 Boston Road, Wilbraham - approved October 30, 2002.

Martha's Vineyard Co-operative Bank, Vineyard Haven - permission to establish a branch office at 14 Oak Bluffs Avenue, Oak Bluffs - approved October 4, 2002.

Tremont Credit Union, Boston - permission to close a branch office located at 20A Acorn Park, Cambridge - approved October 9, 2002.

Applications Pending

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.

Boston Bank of Commerce (The), Boston, Massachusetts - permission to merge Family Savings Bank, F.S.B, Los Angeles, California with and into The Boston Bank of Commerce. Under the proposed transaction, the banking offices of Family Savings Bank, F.S.B. will be retained as branch offices. Comment period ends December 9, 2002.

BPABank National Association, Newark, New Jersey - permission to (i) purchase the branch office of Woronoco Savings Bank, Westfield, Massachusetts located within Big Y World Class Market, 800 Boston Road, Springfield, Massachusetts; and in connection therewith (ii) establish and maintain a branch office at that location. Comment periods ended October 10, 2002.

Bridgewater Savings Bank (the "Petitioner"), Bridgewater - permission to reorganize into a mutual holding company, Bridgewater Financial, MHC. 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 Bridgewater Savings Bank. Comment period ends November 21, 2002.

Century Bank and Trust Company, Somerville - permission to establish branch offices at (1) 225 Franklin Street, Boston; (2) the Hotel Commonwealth, 500-528 Commonwealth Avenue, Boston; and (3) the George Sherman Union Building, Boston University, 771 Commonwealth Avenue, Boston, Massachusetts. Comment periods end November 18, 2002.

Energy Credit Union, West Roxbury - permission to relocate its main office from 201 Rivermoor Street, West Roxbury to 52 Second Avenue, Waltham. Comment period ends November 18, 2002.

Mercantile Bank and Trust Company, Boston - permission to establish a branch office at Rollins Square Condominium, 1320 Washington Street, Boston. Comment period ends November 18, 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.

Plymouth Savings Bank, Wareham - permission to establish a branch office at 742 County Street, Taunton. Comment period ends November 8 2002.

St. Anne's Credit Union of Fall River, Fall River - permission to establish a branch office at 1675 President Avenue, Fall River. Comment period ended October 21, 2002.

St. Mary's Credit Union, Marlborough - permission to amend its by-laws to expand the associations which qualify persons for membership. The amendment relative to membership eligibility would now include people who work or reside in Middlesex and Worcester Counties. Comment period ends November 18, 2002.

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.

Southbridge Savings Bank, Southbridge - permission to (i) purchase certain assets and assume certain deposit liabilities of the branch offices of Woronoco Savings Bank, Westfield within the Big Y World Class Markets located at 175 University Drive, Amherst and 503 Memorial Avenue, West Springfield; and in connection therewith (ii) establish and maintain branch offices at those locations. Comment periods ended October 10, 2002.

Tremont 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 (1) Employees of Blackwell Publishing, Malden; (2) Employees of The Colonel Daniel Marr Boys and Girls Club, Dorchester; and (3) Employees of, members of and employees of certain entities related to the Boston Society of Architects, Boston. Comment period ends November 18, 2002.

Workers' Credit Union, Fitchburg - permission to establish a branch office at 452 Great Road, Acton. Comment period ended October 10, 2002.

Woronoco Savings Bank, Westfield - permission to close branch offices located within Big Y World Class Markets located at 1) 175 University Drive, Amherst; 2) 800 Boston Road, Springfield; and 3) 503 Memorial Avenue, West Springfield. In connection with these petitions, Woronoco Savings Bank has entered into agreements whereby, subject to regulatory approvals and consummation of the transactions, Southbridge Savings Bank, Southbridge would purchase and maintain as branch offices the offices in Amherst and West Springfield and BPABank National Association, Newark, New Jersey would purchase and maintain as a branch office the office in Springfield. Comment periods ended October 10, 2002.

Woronoco Savings Bank, Westfield - permission to (1) close its branch office located within Big Y World Class Supermarket, 44 Willimansett Street, Route 33, South Hadley; and (2) establish a branch office at 1339 Memorial Drive, Chicopee. Comment periods end November 7, 2002.

NOVEMBER 2002 FILING DATE

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

CHANGE IN SERVICE

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