May 30, 2003 Activity Report

BOARD OF BANK INCORPORATION

Hearings

June 30, 2003
One South Station, Boston
At 10:00 a.m.

Citizens Financial Group, Inc. (the "Petitioner"), Providence, Rhode Island and related parties -permission to acquire indirect ownership of and control of Cambridgeport Bank, Cambridge through its direct or indirect merger with Port Financial Corp., Cambridge, Massachusetts. Certain related authorities have also been requested. Port Financial Corp. is the bank holding company of Cambridgeport Bank. An application has also been filed with the Division of Banks to merge Cambridgeport Bank with and into the Petitioner's banking subsidiary in the Commonwealth, Citizens Bank of Massachusetts, Boston, Massachusetts. Comment period ends July 8, 2003.

Decisions

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 - approved May 5, 2003.

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 - approved May 27, 2003.

Applications Pending

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 ended May 9, 2003.

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.

DIVISION OF BANKS

Decisions

Cambridge Portuguese Credit Union, Cambridge - permission to close its branch office located at 290 Central Street, Lowell - approved May 9, 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 - approved May 27, 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 - approved May 5, 2003.

First Choice Credit Union, Lawrence - permission to close its branch office located at 150 Summer Street, Haverhill - approved May 29, 2003.

Legacy Banks, Pittsfield - permission to close a branch office located within Price Chopper Supermarket, Berkshire Crossing Shopping Center, 555 Hubbard Avenue, Pittsfield - approved May 9, 2003.

North Easton Savings Bank, North Easton - permission to establish a branch office within Roche Bros. Supermarket, 25 Washington Street, North Easton - approved May 23, 2003.

Slade's Ferry Trust Company, Somerset - permission to close a branch office located at the Swansea Mall, 89 Swansea Mall Drive, Swansea - approved May 29, 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 ended May 9, 2003.

Boston Private Bank & Trust Company, Boston - permission to establish a branch office at 157 Seaport Boulevard, Boston. Comment period ended May 23, 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.

Grafton Suburban Credit Union, North Grafton - permission to relocate a branch office from 43 Main Street to 377 Providence Road, South Grafton. Comment period ends June 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.

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 ended 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.

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.

Worcester Police Department Credit Union, Worcester - permission to relocate its main office from 9-11 Lincoln Square, Worcester to 400 Grove Street, Worcester. Comment period ends June 10, 2003.

JUNE 2003 FILING DATE

Complete applications for the June Activity Report must be received by the Division or the Board on or before 5:00 P.M., Monday, June 16, 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

Plymouth Savings Bank, Wareham - approved May 27, 2003

CHANGE IN SERVICE

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