By the Division of Banks

BOARD OF BANK INCORPORATION

Hearings

May 3, 2005
Fifth Floor - Hearing Room A
One South Station
Boston, Massachusetts

At 10:30 a.m.

Berkshire Hills Bancorp, Inc. (the "Petitioner"), Pittsfield, Massachusetts - permission to acquire Woronoco Savings Bank ("Woronoco"), Westfield, Massachusetts, through a merger with its holding company, Woronoco Bancorp, Inc., Westfield, Massachusetts. In conjunction with this transaction, a related application has been filed with the Division of Banks for approval to merge Woronoco with and into the Petitioner's subsidiary bank, Berkshire Bank, Pittsfield, Massachusetts. Comment period ends May 10, 2005.

DIVISION OF BANKS

NOTE: On April 7, 2005 the Division of Banks (the "Division") reissued Regulatory Bulletin 2.1-104 (the "Regulatory Bulletin") to reflect changes made to branching procedures, as set forth in Chapter 461 of the Acts of 2004, AN ACT RELATIVE TO BANKS AND BANKING, as well as other procedural changes made by the Division. Under the new procedures, an eligible bank or credit union may submit a notice to the Division in order to establish a branch office in the Commonwealth. The Regulatory Bulletin requires that an application be filed with the Division for all other branch office transactions including branch office openings in other states, branch office relocations and closings, as well as main office relocations and redesignations. This Activity Report is the first activity report to reflect these changes to branching procedures.

Decisions / Notices

Bank of Canton (The), Canton - notice to establish a branch office at 1299 Beacon Street, Brookline - non-objection issued April 20, 2005.

Boston Private Bank & Trust Company, Boston - permission to establish branch offices at 1) 7 Central Street, Hingham; and 2) 1666 Massachusetts Avenue, Lexington - approved April 4, 2005.

Brookline Municipal Credit Union, Brookline - permission to amend its by-laws to expand the associations which qualify persons for membership. The amendment relative to membership eligibility proposes to now include those who live in, work in or retire from employment in the Town of Brookline, as well as to increase eligibility from five hundred residents to one thousand other persons who live or work outside of the Town of Brookline - approved April 26, 2005.

Citizens Bank of Massachusetts, Boston - permission to close branch offices located (1) within Shaws Supermarket, 370 Western Avenue, Brighton; and (2) at 29 High Street, Medford - approved April 27, 2005.

Community Credit Union of Lynn, Lynn - permission to establish a branch office at 32 Central Street, Peabody - approved April 14, 2005.

Eastern Bank, Boston - permission to relocate a branch office from 503 Riverside Avenue, Medford to 491 Riverside Avenue, Medford - approved April 26, 2005.

Eastern Bank ("Eastern"), Boston and Plymouth Savings Bank ("Plymouth"), Wareham- permission to merge under the charter, by-laws and name of Eastern Bank. Eastern and Plymouth are both subsidiary banking institutions of Eastern Bank Corporation, a mutual holding company - approved April 7, 2005.

Luso-American Credit Union, Peabody - permission to amend its by-laws to expand the associations which qualify persons for membership. The amendment relative to membership eligibility proposes to add membership for persons who reside or work in Essex County as well as include references to certain member relationships - approved April 14, 2005.

PeoplesBank, Holyoke - permission to establish a branch office at 303 East Main Street, Westfield - approved April 4, 2005.

Applications / Notices Pending

Berkshire Bank, Pittsfield and Woronoco Savings Bank, Westfield - permission to merge under the charter, by-laws and name of Berkshire Bank. Comment period ends May 10, 2005.

City of Boston Credit Union, Boston - permission to establish a branch office at 75 Spring Street, West Roxbury. Comment period ends May 16, 2005.

Fall River Municipal Employees Credit Union, Fall River - notice to establish a branch office at Lakeville Plaza, 280 Bedford Street, Lakeville. Full application to establish a branch office was filed on April 14, 2005 and subsequently converted to a notice.

Lynn Police Credit Union, Lynn - permission to relocate its main office from 18 Sutton Street, Lynn to 300 Washington Street, Lynn. Comment period ends May 12, 2005.

Massachusetts State Employees Credit Union, Boston - permission to relocate its main office from 101 Merrimack Street, Boston to One and Two Center Plaza, Boston. Comment period ends May 20, 2005.

Members Plus Credit Union, Dorchester - permission to relocate a branch office from 782 Adams Street, Dorchester to 494 Gallivan Boulevard, Dorchester. Comment period ends May 19, 2005.

Northampton Co-operative Bank, Northampton - permission to close a branch office located at Big Y Shopping Plaza, Route 5, Northampton. Comment period ends May 5, 2005.

Tremont Credit Union, Boston - permission to permanently close a branch office located at 137 South Street, Boston. Comment period ends May 6, 2005.

Tremont Credit Union, Boston - notice to establish a branch office at 2406 Washington Street, Roxbury. Filed April 19, 2005.

Tremont Credit Union, Boston - permission to close a branch office located at Landmark Center, 401 Park Drive, Boston. Comment period ends May 14, 2005.

Worcester Credit Union, Worcester - permission to expand the associations which qualify persons for membership. The amendment relative to membership eligibility proposes to now include individuals who attend any accredited public or private college, university, high school, elementary school or vocational school in the city of Worcester and nine contiguous towns, as presently specified in the by-law. Comment period ends June 7, 2005.

Workers' Credit Union ("Workers'"), Fitchburg and Chelmsford Credit Union ("Chelmsford"), Chelmsford - permission to merge Chelmsford with and into Workers' under the charter, by-laws and name of Workers' Credit Union. The main office of Workers' would remain the main office of the continuing credit union and the sole banking office of Chelmsford would be closed within thirty days of the merger. Comment period ends June 8, 2005.

MAY 2005 FILING DATE

Complete applications for the May Activity Report must be received by the Division or the Board on or before 5:00 P.M., Monday, May 16, 2005.

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

Boston Private Bank & Trust Company

O

01/10/05

Brookline Co-operative Bank, Brookline

S

12/28/04

Hingham Institution for Savings, Hingham

S

12/01/04

Lynn Police Credit Union, Lynn

S

01/31/05

Melrose Co-operative Bank, Melrose

S

12/20/04

APPLICATIONS TO SELL INSURANCE

St. Mary's Credit Union, Marlborough - approved April 12, 2005.
Westbank, West Springfield - pending

TEMPORARY CHECK CASHER LICENSES

Hearings

There are no hearings for the month of May

Applications Pending

There are no applications pending.


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.