By the Division of Banks

BOARD OF BANK INCORPORATION

Hearings

March 3, 2004
Fifth Floor - Hearing Room A
One South Station
Boston, Massachusetts


At 10:00 a.m.

Banknorth Group, Inc. ("Banknorth"), Portland, Maine - permission to acquire Foxborough Savings Bank ("Foxborough"), Foxborough, Massachusetts. As part of a series of transactions, Foxborough will merge so that its banking offices will become branch offices of Banknorth's subsidiary Banknorth N.A. Comment period ends March 11, 2004.


At 10:30 a.m.

Seacoast Financial Services Corporation ("Seacoast"), New Bedford, Massachusetts - permission to acquire Abington Bancorp, Inc., Weymouth, Massachusetts and its subsidiary savings bank, Abington Savings Bank. Seacoast is the holding company for Compass Bank for Savings, New Bedford and Nantucket Bank, Nantucket. Comment period ends March 26, 2004.


Decisions

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 - approved January 28, 2004.

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 - approved January 2, 2004.

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 - approved January 23, 2004.

Applications Pending

Bank of America Corporation, Charlotte, North Carolina - permission to acquire FleetBoston Financial Corporation, Boston, Massachusetts. Other related approvals are set out in the application. Comment period ends February 10, 2004.

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.

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.

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 of this transaction, First Essex Bank will merge with and into Sovereign's subsidiary, Sovereign Bank. Comment period ended December 15, 2003.

The Canton Institution for Savings, 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.

DIVISION OF BANKS

Decisions

Citizens Bank of Massachusetts, Boston - permission to close its branch offices located within Shaws Supermarkets located at (1) 43 State Street, Lynn; and (2) 45 William T. Morrissey Boulevard, Dorchester - approved January 27, 2004.

Commerce Bank & Trust Company, Worcester - permission to establish a branch office at 91 Main Street, Milford - approved January 27, 2004.

Enterprise Bank and Trust Company, Lowell - permission to establish a branch office at Park Street Village, 63 Park Street, Andover - approved January 14, 2004.

Grafton Suburban Credit Union, North Grafton - permission to establish a branch office at 146 Worcester-Providence Turnpike, Sutton - approved January 29, 2004.

Metropolitan Credit Union ("Metropolitan"), Chelsea and Carmel Credit Union ("Carmel"), Chelsea - permission to merge under the charter, by-laws and name of Metropolitan Credit Union. The main office of Metropolitan would remain the main office of the continuing credit union and the sole banking office of Carmel would be retained as a branch office of Metropolitan. As part of this transaction, the by-laws of Metropolitan would be amended to change membership eligibility - approved January 28, 2004.

Applications Pending

Banknorth N.A. ("Banknorth"), Portland, Maine - permission for the merger of Foxborough Savings Bank ("Foxborough"), Foxborough, Massachusetts, with and into a newly formed national bank and a subsequent merger that will result in the banking offices of Foxborough becoming the branch offices of Banknorth. Comment period ends March 11, 2004.

Beverly Co-operative Bank, Beverly - permission to establish a branch office at 73 Lafayette Street, Salem. Comment period ends February 17, 2004.

Compass Bank for Savings ("CompassBank"), New Bedford and Abington Savings Bank ("Abington"), Abington - permission to merge with Abington under the charter, by-laws and name of CompassBank. Comment period ends March 26, 2004.

Flagship Bank & Trust Company, Worcester - permission to establish a branch office at 8 Lyman Street, Westborough. Comment period ends February 3, 2004.

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.

Randolph Savings Bank, Randolph, Massachusetts - permission to establish a branch office at 730 Centre of New England Boulevard, Coventry, Rhode Island. Comment period ended January 21, 2004.

St. Mary's Credit Union, Marlborough - permission to establish a branch office at 100 West Main Street, Route 20, Northborough. Comment period ends February 2, 2004.

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 Bank of Western Massachusetts, Springfield - permission to close a branch office located at Route 116, Conway. Comment period ended January 21, 2004.

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 ended January 19, 2004.

Western Massachusetts Telephone Workers' Credit Union ("Western"), Springfield and FHBT Credit Union ("FHBT"), Northampton - permission to merge under the charter, by-laws and name of Western Massachusetts Telephone Workers' Credit Union. The main office of Western would remain the main office of the continuing credit union and the sole banking office of FHBT would be retained as a branch office of Western. Comment period ended January 22, 2004.

FEBRUARY 2004 FILING DATE

Complete applications for the February Activity Report must be received by the Division or the Board on or before 5:00 P.M., Tuesday, February 17, 2004.

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 Portuguese Credit Union, Cambridge

S

09/11/03

Chicopee Municipal Employees Credit Union, Chicopee

S

09/25/03

Lowell Five Cent Savings Bank, Lowell

S

06/04/03

Rockland Trust Company, Rockland

O

08/25/03

APPLICATION TO SELL INSURANCE

StonehamBank-A Co-operative Bank, Stoneham - Approved December 30, 2003


TEMPORARY CHECK CASHER LICENSES

Hearings

Wednesday, February 18, 2004
Erie Street Community Center
31 Erie Street, Dorchester, Massachester

At 5:00 p.m.

Plaisance Corporation d/b/a Plaisance Check Cashing, Dorchester, Massachusetts - permission to operate a check casher office at 122 Washington Street, Dorchester, Massachusetts. Comment period ends Wednesday, February 25, 2004.


Tuesday, March 9, 2004
Chelsea City Hall
City Council Conference Room
500 Broadway, Chelsea, Massachusetts

At 5:00 p.m.

Caribbean Liquor, Inc., Chelsea, Massachusetts - permission to operate a check casher office at 399 Broadway, Chelsea, Massachusetts. Comment period ends Tuesday, March 16, 2004.


Decisions

All Checks Cashed, Inc., Dorchester, Massachusetts - permission to operate a check casher office at 140A Harvard Avenue, Allston, Massachusetts - approved January 22, 2004.

Bay State Check Express, Inc., Attleboro, Massachusetts - permission to operate a check casher office at 120 Highland Avenue, Seekonk, Massachusetts - approved January 22, 2004.

EOM Associates, LLC d/b/a United Check Cashing, Waltham, Massachusetts - permission to operate a check casher office at 360 Salem Street, Medford, Massachusett - approved January 8, 2004.

St. James Checking, Inc., Springfield, Massachusetts - permission to operate a check casher office at 81 Main Street, Westfield, Massachusetts - approved January 6, 2004.


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.