By the Division of Banks

BOARD OF BANK INCORPORATION

Hearings

November 6, 2003
Second Floor - Hearing Room A
One South Station
Boston, Massachusetts

At 10:00 a.m.

South 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") 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 merge with and into South Shore Savings Bank, as the subsidiary stock banking institution of the MHC. Comment period ends November 14, 2003.

At 10:45 a.m.

Banknorth Group, Inc. ("Banknorth"), Portland, Maine - permission to acquire First & Ocean BanCorp, Newbury, 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 ends November 14, 2003.

Decisions

Beverly Co-operative Bank, Beverly, Massachusetts - permission to establish a mutual co-operative bank in conjunction with its multi-step reorganization into a mutual holding company, Beverly Financial, MHC - approved September 18, 2003.

Clinton Savings Bank, Clinton, Massachusetts - permission to establish a mutual savings bank in conjunction with its multi-step reorganization into a mutual holding company, Clinton Financial Services, MHC with a mid-tier holding company, Wachusetts Financial Services, Inc. - approved September 19, 2003.

Applications Pending

Citizens Financial Group, Inc. (the "Petitioner"), Providence, Rhode Island and related parties - permission to indirectly acquire Community National Bank, Hudson through a merger with its holding company, Community Bancorp, Hudson, Massachusetts. Certain related authorities have also been requested. An application has also been filed with the Division of Banks to merge Community National Bank with and into Citizens Bank of Massachusetts, a banking subsidiary of the Petitioner. Comment period ends October 6, 2003.

DIVISION OF BANKS

Decisions

Beverly Co-operative Bank, Beverly - permission to reorganize into a mutual holding company, Beverly Financial, MHC, as part of a multi-step transaction - approved September 18, 2003.

Citizens Bank of Massachusetts, Boston - permission to close its branch offices located at (1) 635 Massachusetts Avenue, Arlington; (2) 289 Harvard Street, Brookline; (3) 671 Massachusetts Avenue, Cambridge; (4) 1751 Massachusetts Avenue, Lexington; and (5) 1243 Centre Street, Newton - approved September 30, 2003.

Clinton Savings Bank, Clinton - permission to reorganize into a mutual holding company, Clinton Financial Services, MHC, with a mid-tier subsidiary Wachusetts Financial Services, Inc. as part of a multi-step transaction - approved September 19, 2003.

Country Bank for Savings, Ware - permission to establish branch offices at (1) 37 Worcester Road, Charlton; and (2) 687 Pleasant Street, Paxton - approved September 9, 2003.

Leominster Credit Union, Leominster - permission to close its branch office located at Leominster High School, 122 Granite Street, Leominster - approved September 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 ends October 20, 2003.

Bridgewater Savings Bank, Rayham - permission to establish a branch office at Northwoods Crossing, Bay Street, Taunton. Comment period ends October 20, 2003.

Citizens Bank of Massachusetts, Boston and Community National Bank, Hudson - permission to merge under the charter, by-laws and name of Citizens Bank of Massachusetts. Comment period ends October 6, 2003.

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.

MBTA Employees Credit Union, Boston - permission to amend its by-laws to expand the associations which qualify persons for membership. The amendment relative to membership eligibility to now include employees of companies with various corporate relationships with the MBTA, as described in the proposed by-law, as well as those who belong to religious, social and labor organizations located within certain census blocks within Suffolk County. Comment period ends October 16, 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 ends November 14, 2003.

The Community Bank, A Massachusetts Co-operative Bank, Brockton - permission to establish a branch office at 45 Main Street, Lakeville. Comment period ends October 16, 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. Comment period ended July 17, 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.

OCTOBER 2003 FILING DATE

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

Credit Union of the Berkshires, Pittsfield

S

07/21/03

Flagship Bank and Trust Company, Worcester

O

06/02/03

Haverhill Teachers Credit Union, Haverhill

S

07/08/03

Hyde Park Savings Bank, Hyde Park

HS

05/27/03

Leominster Credit Union, Leominster

O

05/28/03

Applications To Sell Insurance

Hampden Savings Bank, Springfield - approved September 16, 2003

CHANGE IN SERVICE

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

dobactivityreport-subscribe@listserv.state.ma.us

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.