April 30, 2003 Activity Report

BOARD OF BANK INCORPORATION

Hearings

Friday, May 2, 2003
One South South Station, Boston
At 10:00 a.m.

Peoples Savings Bank (the "Petitioner"), Holyoke, Massachusetts - permission to establish a mutual savings bank and a stock savings bank in conjunction with its multi-step reorganization into a mutual holding company, PeoplesBancorp, MHC. The newly established mutual savings bank will modify its charter and by-laws to become a mutual holding company, and the Petitioner will then merge with and into the stock subsidiary banking institution and shall operate under the name PeoplesBank. Comment period ends May 9, 2003.

Friday, May 2, 2003
One South Station, Boston
At 10:30 a.m.

Seacoast Financial Services Corporation ("Seacoast"), New Bedford, Massachusetts - permission to acquire Bay State Federal Savings Bank ("Bay State"), Brookline, Massachusetts through a merger with its holding company Bay State Bancorp, Inc., Brookline, Massachusetts. A related application has been filed with the Division of Banks to merge Bay State with and into Seacoast's banking subsidiary, Compass Bank for Savings, New Bedford, Massachusetts. Seacoast is also the holding company for Nantucket Bank, Nantucket, Massachusetts. Comment period ends May 9, 2003.

Applications Pending

South Shore Co-operative Bank, Weymouth, Massachusetts - permission to establish a mutual co-operative bank, South Shore Interim Mutual Bank, and a stock co-operative bank in conjunction with its multi-step reorganization into a mutual holding company, South Shore Mutual Holding Company. Comment period ended March 31, 2003.

Eastern Bank, Lynn, Massachusetts - permission to redesignate the location of its main office from 112 Market Street, Lynn to 265 Franklin Street, Boston, Massachusetts in conjunction with a petition before the Division of Banks to maintain its current main office at 112 Market Street, Lynn as a branch office. Comment period ended March 31, 2003.

DIVISION OF BANKS

Decisions

Chicopee Savings Bank, Chicopee - permission to establish a branch office at 39 Morgan Road, West Springfield - approved April 22, 2003.

Medford Co-operative Bank, Medford - permission to establish a branch office at 280 Medford Street, Malden - approved April 7, 2003.

Citizens Bank of Massachusetts, Boston - permission to close a branch office located at 4 Hill Road, Belmont - approved April 29, 2003.

Monsanto Employees Credit Union, Springfield - permission to (1) relocate its main office from 730 Worcester Street, Springfield to 2002 Boston Road, Wilbraham; and (2) maintain its current main office as a branch office- approved April 17, 2003.

Applications Pending

Auburndale Co-operative Bank ("Auburndale"), Newton and Newton South Co-operative Bank ("Newton-South"), Newton - permission to merge under the charter and by-laws of Auburndale and the name of The Village Bank. The main office of Auburndale would remain the main office of the continuing bank and all of the banking offices of Newton South would be retained as branch offices. Comment period ends May 9, 2003.

Cambridge Portuguese Credit Union, Cambridge - permission to close its branch office located at 290 Central Street, Lowell. Comment period ended April 25, 2003.

Compass Bank for Savings, New Bedford and Bay State Federal Savings Bank, Brookline - permission to merge under the charter, by-laws and name of Compass Bank for Savings in a multi-step transaction. Comment period ends May 9, 2003.

Eastern Bank, Lynn - permission to maintain its present main office at 112 Market Street, Lynn as a branch office in conjunction with a petition before the Board of Bank Incorporation to redesignate the location of its main office to 265 Franklin Street, Boston. Comment period ended March 31, 2003.

Fall River Municipal Employees Credit Union ("Fall River Municipal"), Fall River and Fall River Herald News Employees Federal Credit Union ("Fall River Herald"), Fall River - permission to merge under the charter, by-laws and name of Fall River Municipal Employees Credit Union. As part of this transaction, a petition has been filed with the Division of Banks to close the sole banking office of Fall River Herald, if the merger application is approved. Comment period ends June 6, 2003.

First Choice Credit Union, Lawrence - permission to close its branch office located at 150 Summer Street, Haverhill. Comment period ends May 19, 2003.

Jeanne D'Arc Credit Union, Lowell - permission to establish a branch office at Lowell High School, 50 Father Morrissette Boulevard, Lowell. Comment period ended April 28, 2003.

Legacy Banks, Pittsfield - permission to close a branch office located within Price Chopper Supermarket, Berkshire Crossing Shopping Center, 555 Hubbard Avenue, Pittsfield. Comment period ended April 15, 2003.

North Easton Savings Bank, North Easton - permission to establish a branch office within Roche Bros. Supermarket, 25 Washington Street, North Easton. Comment period ends May 19, 2003.

OneUnited Bank, Boston - permission to close a branch office located at the University Village Shopping Center, 3301 S. Hoover Street, Los Angeles, California. Comment period ended April 18, 2003.

Peoples Savings Bank, Holyoke - permission to reorganize into a mutual holding company, PeoplesBancorp, MHC, as part of a multi-step transaction. Comment period ends May 9, 2003.

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 a branch office located at the Swansea Mall, 89 Swansea Mall Drive, Swansea. Comment period ends May 22, 2003.

South Shore Co-operative Bank, Weymouth - permission to reorganize into a mutual holding company, South Shore Mutual Holding Company, as a part of a multi-step transaction. Comment period ended March 31, 2003.

The Westborough Bank, Westborough - permission to close a branch office located within Shaw's Supermarket, 50 Boston Turnpike Road, White City Plaza, Shrewsbury. Comment period ended March 19, 2003.

MAY 2003 FILING DATE

Complete applications for the May Activity Report must be received by the Division or the Board on or before 5:00 P.M., Thursday, May 15, 2003.

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

Greenfield Co-operative Bank, Greenfield - approved April 9, 2003
Plymouth Savings Bank, Wareham - pending

CHANGE IN SERVICE

PLEASE NOTE: All publications of the Division of Banks are now delivered electronically. To subscribe, simply send an email to:

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If you need assistance or have questions, please contact Bernard N. Waxman at 617.956.1571.

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

DIVISION OF BANKS

In accordance with the provisions of Massachusetts General Laws chapter 30A, a public hearing will be held on May 14, 2003 at 9:30 a.m. in Hearing Room A, 5 ^th 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 47.00 et seq., Parity with National Banks, and 209 CMR 50.00 et seq., Parity with Federal Credit Unions.

These amendments were filed on April 8, 2003 with the Secretary of State as emergency regulations pursuant to G.L. c. 167F, §2, p. 31, G.L. c. 171, §6A and G.L. c. 30A, §2. The purpose of these regulations is to address a court decision which has potential wide-range implications for state-chartered banks and credit unions. The amendments clarify the requirement that permissible powers and activities sought by banks and credit unions pursuant to the respective governing parity laws, G.L. c. 167F, §2, p. 31 and G.L. c. 171, §6A, must be expressly authorized by the Commissioner and set forth in 209 CMR 47.00 et seq. and 209 CMR 50.00 et seq. Powers and activities not so authorized are prohibited. The Division is now following the process to make the regulations permanent.

Written comments may be submitted to the Division of Banks on the proposed amendments until 1:00 p.m. on the date of the hearing, May 14, 2003. Copies of the proposed regulations are posted at www.mass.gov/dob and may also be obtained from the Division of Banks at One South Station, Boston, Massachusetts 02110.

DIVISION OF BANKS

Pursuant to the provisions of Massachusetts General Laws chapter 140, section 78, a public hearing will be held on Thursday, May 15, 2003 at 5:30 p.m. at One South Station, Boston, Massachusetts at which oral comments will be received by the Division of Banks relative to regulations proposed by the City of Boston Police Commissioner for the licensing of pawnbrokers. Such regulations include, among other things, the rate of interest to be charged. The proposed amended regulation would allow an interest rate of 5 per cent per month for all loans.

Written comments may be submitted to the Division of Banks on the proposed regulations until 5:00 p.m. on May 29, 2003. Copies of the proposed regulations are available for inspection and may be obtained from the Division of Banks, One South Station, Boston, Massachusetts 02110.

DIVISION OF BANKS

and

DIVISION OF INSURANCE

In accordance with the provisions of Massachusetts General Laws chapter 30A, the Division of Banks and the Division of Insurance will hold a joint public hearing on May 19, 2003 at 10:00 A.M. in Hearing Room A, 5 ^th Flr., One South Station, Boston, Massachusetts.

The purpose of the hearing is to afford all interested parties an opportunity to provide oral and written testimony regarding the adoption of amendments to 209 CMR 49.00: Bank Insurance Sales and 211 CMR 142.00: Bank Insurance Sales. Chapter 454 of the Acts of 2002 authorized insurance sales by credit unions in the Commonwealth. The proposed amendments will amend the Bank Insurance Sales regulation of each agency in order to include credit unions. The proposed amendments also reflect necessary changes resulting from the passage of Chapter 106 of the Acts of 2002, An Act Relative to the Licensing of Insurance Producers. All other provisions of the existing regulations will be retained. Other changes may be made based on comments received.

Persons wishing to submit written comments may do so until 5:00 P.M. on Friday, May 23, 2003. All submissions must refer to Docket #G2003-08 and must be sent to Docket Clerk, Hearings and Appeals, Division of Insurance, One South Station, Boston, MA 02110-2208. Copies of the proposed regulations are posted at www.mass.gov/dob and www.state.ms.us/doi. Copies may also be obtained by contacting the Legal Unit at the Division of Banks at One South Station, Boston, MA 02110-2208 or the Docket Clerk at the Division of Insurance.