By the Division of Banks

BOARD OF BANK INCORPORATION

Hearings

August 25, 2004

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 Encino State Bank, Encino, California. In the Commonwealth, the Petitioner is the holding company for Boston Private Bank & Trust Company, Boston, Massachusetts. Comment period ends September 3, 2004.

At 10:30 a.m.

Georgetown Savings Bank, Georgetown, Massachusetts - permission to convert from a Massachusetts chartered savings bank to a federal savings bank. Comment period ends September 3, 2004.


Decisions

Sovereign Bancorp, Inc., (the "Petitioner"), Wyomissing, Pennsylvania - permission to acquire Seacoast Financial Services Corporation, New Bedford, Massachusetts and its subsidiary banks, Compass Bank for Savings ("Compass Bank"), New Bedford and Nantucket Bank, Nantucket, Massachusetts. The Petitioner is

the holding company for Sovereign Bank, Wyomissing, Pennsylvania. A related application has been filed with the Division of Banks for approval of the subsequent mergers of Compass Bank and Nantucket Bank with and into Sovereign Bank - approved July 22, 2004.

Applications Pending

Citizens Financial Group, Inc. (the "Petitioner"), Providence, Rhode Island And Related Parties - permission to acquire directly or indirectly Charter One Financial, Inc., Cleveland, Ohio and its subsidiary Charter One Bank, N.A., Cleveland, Ohio. In Massachusetts, the Petitioner is the holding company for Citizens Bank of Massachusetts and Boston Trust & Investment Management Company, Boston, Massachusetts. Comment period ended July 30, 2004.

DIVISION OF BANKS

Decisions

Cambridge Savings Bank, Cambridge - permission to establish a branch office at 202 Sudbury Road, Concord - approved July 8, 2004.

Citizens Bank of Massachusetts, Boston - permission to establish branch offices with Stop & Shop Supermarkets located at 1) 779 McGrath Highway, Somerville; and 2) 70 Pulaski Boulevard, Bellingham - approved July 9, 2004.

Compass Bank for Savings ("Compass Bank"), New Bedford, Massachusetts and Sovereign Bank ("Sovereign"), Wyomissing Pennsylvania - permission to merge Compass Bank with and into Sovereign under the charter, by-laws and name of Sovereign Bank - approved July 22, 2004.

Eastern Bank, Boston - permission to establish branch offices at (1) 300 Brooksby Village Drive, Peabody; and (2) 2 South Avenue, Natick - approved July 23, 2004.

First Pioneer Credit Union, Springfield - permission to establish a branch office within Wal-Mart, Fairfield Mall, 591 Memorial Drive, Chicopee - approved July 29, 2004.

Hingham Institution for Savings, Hingham - permission to establish a branch office at Linden Ponds, 411 Whiting Street, Hingham - approved July 28, 2004.

Hudson Savings Bank, Hudson - permission to establish a branch office at the corner of Lancaster Street and Viscoloid Avenue, Leominster - approved July 29, 2004.

Nantucket Bank ("Nantucket"), Nantucket, Massachusetts and Sovereign Bank ("Sovereign"), Wyomissing, Pennsylvania - permission to merge Nantucket with and into Sovereign under the charter, by-laws and name of Sovereign Bank - approved July 22, 2004.

St. Jean's Credit Union ("St. Jean's"), Lynn and Key Credit Union ("Key"), Revere - permission to merge under the charter, by-laws and name of St. Jean's Credit Union. The main office of St. Jean's would remain the main office of the continuing credit union and the banking offices of Key would be retained as branch offices of St. Jean's. Additionally, St. Jean's has filed an application to amend its membership by-law to include Key's membership by-law provisions and to add membership for those who live or work in Norfolk County - approved July 26, 2004; membership by-law approval deleted the proposed by-law term "Norfolk County".

Slade's Ferry Trust Company, Somerset - permission to (1) close its branch office located at 1601 South Main Street, Fall River; (2) close its branch office located within Walgreen's, 838 Pleasant Street, New Bedford; and (3) establish a branch office at 58 South Main Street, Route 79, Assonet - approved July 30, 2004.

Southbridge Savings Bank, Southbridge - permission to establish a branch office within Big Y World Class Supermarket, 100 Mayfield Street, Worcester - approved July 21, 2004.

South Shore Savings Bank Weymouth - permission to establish a branch office at 1520 Turnpike Street, Stoughton - approved July 2, 2004.

The Provident Bank, Amesbury, Massachusetts - permission to establish a branch office at 1950 Lafayette Road, Portsmouth, New Hampshire - approved July 28, 2004.

Applications Pending

Aldenville Credit Union, Chicopee - permission to amend its by-laws to expand the associations which qualify persons for membership. The amendment relative to membership eligibility would now include those who reside, work, worship or attend school in all of the communities in Hampden and Hampshire Counties and the Towns of Whately and Sunderland in Franklin County, as set out in the proposed by-law, as well as those employed by a company with its main office or corporate headquarters within these communities. Comment period ends August 26, 2004.

Citizens Bank of Massachusetts, Boston - permission to relocate a branch office from 1290 Massachusetts Avenue, Harvard Square, Cambridge to Six John F. Kennedy Street, Harvard Square, Cambridge. Comment period ends August 5, 2004.

Citizens Bank of Massachusetts, Boston -permission to close branch offices located at (1) 188 Medford Street, Arlington; and (2) 1776 Heritage Drive, North Quincy. Comment periods end August 20, 2004.

Heritage Co-operative Bank, Salem - permission to establish a branch office at 19 Central Street, Unit 2, Peabody. Comment period ends August 6, 2004.

Mayflower Co-operative Bank, Middleboro - permission to establish a branch office at 166 County Street, Lakeville. Comment period ends August 12, 2004.

Merrimac Savings Bank, Merrimack, Massachusetts - permission to establish a branch office at 29 South Main Street, Newton, New Hampshire. Comment period ends August 16, 2004.

Northmark Bank, North Andover - permission to establish a branch office at 69 Park Street, Andover. Comment period ends August 16, 2004.

OneUnited Bank, Boston, Massachusetts - permission to close a branch office located at Gateway Plaza, 1902 W. Rosecrans Avenue, Compton, California. Comment period ends August 19, 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.

Quincy Municipal Credit Union (the "Credit Union"), Quincy - permission to amend its by-laws to (1) expand membership eligibility to now include persons who reside in or are employed in Norfolk County, Plymouth County, Barnstable County and Dorchester, Massachusetts; and (2) change the name of the Credit Union to Quincy Credit Union. Comment periods end August 26, 2004.

Springfield Teachers Credit Union, Springfield - permission to amend its by-laws to expand the associations which qualify persons for membership. The amendment relative to membership eligibility would now include those who live, work or worship in Berkshire, Franklin, Hampden and Hampshire Counties as well as family members as defined in the proposed by-law. Comment period ends August 26, 2004.

The Savings Bank, Wakefield - permission to establish a branch office at The Centre at North Reading, 6 Washington Street, North Reading. Comment period ends August 10, 2004.

AUGUST 2004 FILING DATE

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

FINANCIAL INSTITUTION

RATING

EXAMINATION

Athol Savings Bank, Athol

O

03/23/04

Belmont Savings Bank, Belmont

S

10/27/03

Energy Credit Union, Waltham

S

04/27/04

Legacy Bank, Pittsfield

O

01/12/04

Mt. Washington Co-operative Bank, South Boston

S

03/29/04

Spencer Savings Bank, Spencer

O

03/08/04

St. Anne's Credit Union of Fall River, Fall River

S

04/12/04

Woronoco Savings Bank, Westfield

HS

02/23/04

APPLICATIONS TO SELL INSURANCE

No insurance sales applications were filed during the month of July 2004.


TEMPORARY CHECK CASHER LICENSES

Decisions

Fast Cash Corp., New Bedford, Massachusetts - permission to operate a check casher office within Costa's Mini Mart, 136 Belleville Road, New Bedford, Massachusetts - approved July 15, 2004.

Applications Pending

NISA, Inc. D/B/A The Check Depot, Worcester, Massachusetts - permission to operate a check casher office at 166 Madison Street, Worcester. Comment period ends August 25, 2004.

Peabody Check Cashing, Inc., Peabody, Massachusetts - permission to operate a check casher office at 101 Ferry Street, Malden, Massachusetts. Comment period ended Wednesday, May 19, 2004.


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.