By the Division of Banks

BOARD OF BANK INCORPORATION

Hearings

December 8, 2003
Fifth Floor - Hearing Room A
One South Station
Boston, Massachusetts

At 10:00 a.m.

Citizens Financial Group, Inc. (the "Petitioner"), Providence, Rhode Island and related parties - permission to indirectly acquire Thistle Group Holdings Co., a federal unitary holding company headquartered in Philadelphia, Pennsylvania, and its subsidiary, Roxborough-Manayunk Bank ("Roxborough"), a federally-chartered savings association. As part of this multi-step transaction, Roxborough would merge with and into Citizens Bank of Pennsylvania, a savings bank subsidiary of the Petitioner headquartered in Philadelphia. In Massachusetts, the Petitioner is the holding company for Citizens Bank of Massachusetts and Boston Trust & Investment Management Company. Comment period ends December 15, 2003.


At 10:45 a.m.

Sovereign Bancorp, Inc. ("Sovereign"), Philadelphia, Pennsylvania- permission to acquire First Essex Bancorp, Inc., Andover, Massachusetts and its subsidiary bank, First Essex Bank, Lawrence, Massachusetts. As part if this transaction, First Essex Bank will merge with and into Sovereign's subsidiary, Sovereign Bank. Comment period ends December 15, 2003.


December 11, 2003
Fifth Floor - Hearing Room A
One South Station
Boston, Massachusetts

At 10:00 a.m.

Boston Private Financial Holdings, Inc. (the "Petitioner"), Boston, Massachusetts - permission to acquire First State Bancorp and its subsidiary bank, First State Bank of California, Granada Hills, California. In Massachusetts, the Petitioner is the holding company for Boston Private Bank & Trust Company. Comment period ends December 17, 2003.


At 10:30 a.m.

FleetBoston Financial Corporation ("Fleet"), Boston, Massachusetts- permission to acquire Progress Bank, a federal savings bank headquartered in Blue Bell, Pennsylvania, through a merger with its holding company, Progress Financial Corporation also headquartered in Blue Bell, Pennsylvania. Comment period ends December 17, 2003.


January 8, 2004
Fifth Floor - Hearing Room A
One South Station
Boston, Massachusetts

At 10:00 a.m.

The Canton Institution for Savings, Canton, The Bank of Canton, Canton, Massachusetts - permission to establish a mutual savings bank in conjunction with its multi-step reorganization into a mutual holding company, Ponkapoag Bancorp, MHC with a mid-tier holding company, Massapoag Bancorp, Inc. The continuing bank will operate under the name The Bank of Canton. Comment period ends January 19, 2004.


At 10:30 a.m.

Hampden Savings Bank, Springfield, Massachusetts - permission to establish a mutual savings bank in conjunction with its multi-step reorganization into a mutual holding company, Hampden Bancorp, MHC. The continuing bank will operate under the name Hampden Bank. Comment period ends February 16, 2004.

Applications Pending

Banknorth Group, Inc. ("Banknorth"), Portland, Maine - permission to acquire First & Ocean BanCorp, Newburyport, Massachusetts and its subsidiary bank, First & Ocean National Bank ("First & Ocean"), Seabrook, New Hampshire. As part of this transaction and under federal law, First & Ocean will merge with and into Banknorth's subsidiary, Banknorth, N.A. Comment period ended November 14, 2003.

South Shore Savings Bank, Weymouth, Massachusetts - permission to establish a mutual savings bank in conjunction with its multi-step reorganization into a mutual holding company, South Shore Bancorp, MHC (the "MHC") with a mid-tier holding company, South Shore Bancorp, Inc. This reorganization is being done in conjunction with a transaction whereby Horizon Bank & Trust Company, Braintree will be acquired by South Shore Bancorp, Inc. and will merge with and into South Shore Savings Bank, as the subsidiary stock banking institution of the MHC. Comment period ended November 14, 2003.

DIVISION OF BANKS

Decisions

Citizens Bank of Massachusetts, Boston - permission to close its branch offices within Shaws Supermarkets located at (1) 625 West Main Street, Hyannis; and (2) 9 West Road, Route 6A, Orleans - approved November 25, 2003.

Century Bank and Trust Company, Somerville - permission to establish a branch office at Boston University Medical Center, 710 Albany Street, Boston - approved November 21, 2003.

Crescent Credit Union, Brockton - permission to establish a branch office on County Street, Route 140, Taunton - approved November 25, 2003.

Dukes County Savings Bank, Edgartown - permission to establish a branch office at 9 State Road, Chilmark - approved November 25, 2003.

Eastern Bank, Boston - permission to establish a branch office at 222 and 236 Cochituate Road, Framingham - approved November 24, 2003.

Mansfield Co-operative Bank, Mansfield - permission to establish a branch office at a site located on Plain Street, North Attleboro and on Taunton Street, Plainville - approved November 25, 2003.

Members Plus Credit Union, Dorchester - permission to amend its by-laws to expand the associations which qualify persons for membership. The amendment relative to membership eligibility would now include residents, employers, employees, and members of fraternal, religious, civic or social organizations having their principal place of business, employment, or assembly within Middlesex, Norfolk, Plymouth and Suffolk Counties. Other changes are set out in the proposed by-law - approved November 19, 2003.

Salem Five Cents Savings Bank, Salem - permission to establish a branch office at 532 Turnpike Street, North Andover - approved November 25, 2003.

State Street Bank and Trust Company, Boston, Massachusetts - permission to (i) purchase certain assets and assume certain deposit liabilities of the branch office of The Trust Company of New Jersey, Jersey City, New Jersey located within A & P Supermarket, 63 Wanaque Avenue, Pompton Lakes, New Jersey; and in conjunction with that transaction (ii) move that branch office to 500 College Road East, Princeton, New Jersey - approved November 10, 2003.

UniBank for Savings, Whitinsville - permission to establish a branch office at Whitinsville Plaza, 1189 Providence Road, Whitinsville - approved November 19, 2003.

Applications Pending

Bridgewater Credit Union, Bridgewater - permission to establish a branch office at Bridgewater-Raynham Regional High School, 166 Mt. Prospect Street, Bridgewater. Comment period ended October 20, 2003.

The Canton Institution for Savings, The Bank of Canton, Canton - permission to reorganize into a mutual holding company, Ponkapoag Bancorp, MHC with a mid-tier holding company, Massapoag Bancorp, Inc. as part of a multi-step transaction. Comment period ends January 19, 2004.

Energy Credit Union, West Roxbury - permission to amend its by-laws to expand the associations which qualify persons for membership. The amendment, as changed, relative to membership eligibility would now include persons who live or work in Suffolk and Norfolk Counties and the Middlesex County communities of Bedford, Belmont, Billerica, Burlington, Lexington, Lincoln, Newton, Waltham, Watertown, Weston and Woburn. Comment period ended September 24, 2003.

Hampden Savings Bank, Springfield - permission to reorganize into a mutual holding company, Hampden Bancorp, MHC as part of a multi-step transaction. Comment period ends February 16, 2004.

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.

Pentucket Bank, Haverhill - permission to close a branch office located at Haverhill Crossings Assisted Living Facility, 245 Amesbury Road, Haverhill. Comment period ends December 15, 2003.

South Shore Savings Bank, Weymouth and Horizon Bank & Trust Company, Braintree - permission to merge under the charter, by-laws and name of South Shore Savings Bank in conjunction with South Shore Savings Bank reorganization into a mutual holding company with a mid-tier holding company and a subsidiary stock savings bank. Comment period ended November 14, 2003.

The Provident Bank, Amesbury - permission to establish a branch office at Merrimac Landing Condominium, One Merrimac Street, Units 1 and 2, Newburyport. Comment period ends December 18, 2003.

Workers' Credit Union ("Workers"), Fitchburg and Westford Municipal Employees Federal Credit Union ("Westford"), Westford - permission to merge under the charter, by-laws and name of Workers' Credit Union. As part of this transaction, the sole banking office of Westford would not be retained as a branch office of Workers, if the merger application is approved. Comment period ended November 19, 2003.

DECEMBER 2003 FILING DATE

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

DATE OF

BANK

RATING

EXAMINATION

Cambridge Trust Company, Cambridge

S

07/14/03

The Bank of Western Massachusetts, Springfield

O

06/02/03

APPLICATION TO SELL INSURANCE

Williamstown Savings Bank, Williamstown - pending

TEMPORARY CHECK CASHER LICENSES

Hearing

Tuesday, December 2, 2003
Westfield City Hall
Room 201, 59 Court Street
Westfield, Massachusetts

At 2:00 p.m.

St. James Checking, Inc., Springfield, Massachusetts - permission to operate a check casher office at 81 Main Street, Westfield, Massachusetts. Comment period ends Tuesday, December 9, 2003.


Monday, December 15, 2003
Medford City Hall
Room 201
85 George P. Hassett Drive
Medford, Massachusetts

At 3:00 p.m.

EOM Associates, LLC d/b/a United Check Cashing, Waltham, Massachusetts - permission to operate a check casher office at 360 Salem Street, Medford, Massachusetts. Comment period ends Monday, December 22, 2003.


Wednesday, January 7, 2004
Seekonk Town Hall
Seekonk, Massachusetts

At 5:00 p.m.

Bay State Check Express, Inc., Attleboro, Massachusetts - permission to operate a check casher office at 120 Highland Avenue, Seekonk, Massachusetts. Comment period ends Wednesday, January 14, 2004.

Application Pending

All Checks Cashed, Inc., Dorchester, Massachusetts - permission to operate a check casher office at 140A Harvard Avenue, Allston, Massachusetts. Comment period ends January 2, 2004.


CHANGE IN SERVICE

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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.