BOARD OF BANK INCORPORATION

Hearings

September 8, 2005
Fifth Floor - Hearing Room A
One South Station
Boston, Massachusetts

At 10:30 a.m.

Salem Five Cents Savings Bank, Salem, Massachusetts - permission to establish a mutual savings bank in conjunction with its multi-step reorganization into a mutual holding company, Salem Five Bancorp. The continuing bank will operate under the name Salem Five Cents Savings Bank. Comment period ends September 12, 2005.

At 11:00 a.m.

Monson Savings Bank, Monson Massachusetts - permission to establish a mutual savings bank in conjunction with its multi-step reorganization into a mutual holding company, Monson Financial Services, MHC, with a mid-tier holding company, Monson Financial Services Corp. The continuing bank will operate under the name Monson Savings Bank. Comment period ends September 12, 2005.

At 11:20 a.m.

Florence Savings Bank, Florence Massachusetts - permission to establish a mutual savings bank in conjunction with its multi-step reorganization into a mutual holding company, Florence Bancorp, MHC. The continuing bank will operate under the name Florence Savings Bank. Comment period ends September 12, 2005.

Decisions

Boston Private Financial Holdings, Inc. (the "Petitioner"), Boston, Massachusetts - permission to acquire Gibraltar Financial Corporation and its wholly owned subsidiary, Gibraltar FSB, Coral Gables, Florida. In the Commonwealth, the Petitioner is the holding company for Boston Private Bank & Trust Company, Boston, Massachusetts - approved August 17, 2005.

Patriot Community Bank, Woburn, Massachusetts - permission to establish a new co-operative bank - approved August 17, 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

Berkshire Bank, Pittsfield, Massachusetts - permission to establish a branch office at 602 Columbia Turnpike, East Greenbush, New York - approved August 22, 2005.

Citizens Bank of Massachusetts, Boston - permission to close its branch office located at 629 Massachusetts Avenue, Boxborough - approved August 8, 2005.

Citizens Bank of Massachusetts, Boston - permission to close its branch offices located within (1) Shaw's Supermarket, 1065 Commonwealth Avenue, Allston, (2) Victory Super Market, 7 Medway Road, Milford; (3) Shaws Supermarket, 265 Main Street, North Reading; (4) Victory Super Market, Washington and Pond Streets, Norwell; and (5) Shaw's Supermarket, 75 Spring Street, West Roxbury, Massachusetts - approved August 17, 2005.

Energy Credit Union, Boston - notice to establish a branch office at 2029 Centre Street, West Roxbury - non-objection issued August 2, 2005.

Freedom Credit Union ("Freedom"), Springfield and Four Rivers Federal Credit Union ("Four Rivers"), Turners Falls - permission to merge Four Rivers with and into Freedom under the charter, by-laws and name of Freedom Credit Union. The main office of Freedom would remain the main office of the continuing credit union and both banking offices of Four Rivers would be retained as branch offices of Freedom - approved August 4, 2005.

Institution for Savings In Newburyport and Its Vicinity - notice to establish a branch office at 7 Bridge Road, Salisbury - non-objection issued August 22, 2005.

Metropolitan Credit Union ("Metropolitan"), Chelsea and Nebco Credit Union ("Nebco"), Boston - permission to merge Nebco with and into Metropolitan 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 Nebco would not be retained as a branch office of Metropolitan - approved August 22, 2005.

Middlesex Savings Bank, Natick - notice to establish a branch office at 186 Great Road, Bedford - non-objection issued August 10, 2005.

Middlesex Savings Bank, Natick - notice to establish a branch office at 629 Massachusetts Avenue, Boxborough - non-objection issued August 31, 2005.

Northeast Community Credit Union, Haverhill - notice to establish a branch office at Haverhill High School, 137 Monument Street, Haverhill - non-objection issued August 18, 2005.

Rockland Trust Company, Rockland - permission to close a branch office at 95 Route 6A and Tupper Road, Sandwich - approved August 31, 2005.

STCU Credit Union, Springfield - notice to establish a branch office at The Westfield Shops, East Main Street, Westfield - non-objection issued August 22, 2005.

South Shore Savings Bank, Weymouth - notice to establish a branch office at 75 Washington Street, Pembroke - non-objection issued August 12, 2005.

The Provident Bank, Amesbury - permission to close a branch office located at 100 Macy Street, Suite L, Amesbury - approved August 24, 2005.

Applications / Notices Pending

Cape Cod Five Cents Savings Bank, Harwich Port - notice to establish a branch office at 688 Main Street, South Dennis. Filed August 29, 2005.

Citizens-Union Savings Bank, Fall River - permission to relocate its branch office from 355 - 357 Acushnet Avenue, New Bedford to 95 William Street, New Bedford. Comment period ends September 10, 2005

Florence Savings Bank, Florence - permission to reorganize into a mutual holding company, Florence Bancorp, MHC, as part of a multi-step transaction. Comment period ends September 12, 2005.

Monson Savings Bank, Monson - permission to reorganize into a mutual holding company, Monson Financial Services, MHC, with a mid-tier holding company, Monson Financial Services Corp., as part of a multi-step transaction. Comment period ends September 12, 2005.

Salem Five Cents Savings Bank, Salem - permission to reorganize into a mutual holding company, Salem Five Bancorp, as part of a multi-step transaction. Comment period ends September 12, 2005.

Telephone Workers Credit Union, Boston - permission to expand the associations which qualify persons for membership. As changed from a filing under Option 2 to a filing under Option 3 of Regulatory Bulletin 4.1-104, the amendment relative to membership eligibility would add membership for those who live, work or attend school, as defined in the proposed by-law, within Suffolk County and Norfolk County, as well as twenty-one specified communities within Plymouth County and twenty-one specified communities within Middlesex County. Other changes are set out in the proposed by-law. The filing, as revised, under Option 3 changed the original proposal under Option 2 by limiting a reference in the by-law to "Plymouth County" to twenty-one specified communities within that county and by reducing the number of communities contained in a reference to "Middlesex County" from thirty-two specified communities to twenty-one specified communities within that county. Additionally, the revised filing deleted the only reference in the by-law to "Essex County" by deleting a reference to thirteen communities within that county. Comment period ends September 16, 2005.

SEPTEMBER 2005 FILING DATE

Complete applications for the September Activity Report must be received by the Division or the Board on or before 5:00 P.M., Thursday, September 15, 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

Eagle Bank, Everett

HS

04/27/05

Fidelity Co-operative Bank, Fitchburg

S

03/11/05

Meetinghouse Co-operative Bank, Boston

S

05/13/05

Premier Source Credit Union, Springfield

S

05/16/05

Sharon Co-operative Bank, Sharon

S

05/05/05

UniBank for Savings, Whitinsville

O

04/11/05

Walpole Municipal Employees Credit Union, Walpole

S

06/06/05

APPLICATIONS TO SELL INSURANCE

Berkshire Bank, Pittsfield - approved August 3, 2005
Marblehead Savings Bank, Marblehead - approved August 3, 2005
Northern Bank & Trust Company, Woburn - approved August 23, 2005

TEMPORARY CHECK CASHER LICENSES

Hearings

There are no hearings for the month of September.

Decisions

All Checks Cashed, Inc., Boston, Massachusetts - permission to operate a check casher office at 1998 Revere Beach Parkway, Everett, Massachusetts - approved August 25, 2005.

Sam's Cash Express, Inc., Everett, Massachusetts - permission to operate a check casher office at 178 Chelsea Street, Everett, Massachusetts - approved August 25, 2005.

Applications Pending

There are no applications pending.

THE COMMONWEALTH OF MASSACHUSETTS

DIVISION OF BANKS
DIVISION OF INSURANCE

Notice of Public Hearing

In accordance with the provisions of Massachusetts General Laws chapter 30A, a public hearing will be held on Monday, September 19, 2005 at 10:30 a.m., One South Station, Hearing Room A on the Fifth Floor, Boston, Massachusetts, at which oral comments will be received by the Division of Banks and the Division of Insurance relative to the adoption of proposed amendments to 209 CMR 49.00 and 211 CMR 142.00, each titled "INSURANCE SALES BY BANKS AND CREDIT UNIONS". The purpose of the proposed amendments is to bring certain provisions of each regulation into alignment with provisions of federal law governing the sale of insurance by banks in the Commonwealth so that federal and state-chartered banks are subject to the same requirements in these areas. The proposed amendments relate to the payment of referral fees; referral restrictions; physical space restrictions for banking and insurance sales activities; and waiting period restrictions in connection with credit transactions. Additional changes may be made based on comments received at the public hearing or during the comment period.

Written comments may be submitted to the Division on the proposed amendments until 5:00 p.m. on September 26, 2005. All submissions must refer to Docket #G2005-05: Amendments to 211 CMR 142.00 and 209 CMR 49.00 "Insurance Sales by Banks and Credit Unions" and must be sent to Docket Clerk, Division of Insurance, and to the Division of Banks, both of which are at One South Station, Boston, MA 02110-2208. Copies of the proposed amendments are available at, and copies may be obtained from, the Massachusetts Division of Banks or the Division of Insurance, One South Station, Boston, Massachusetts 02110 or at www.state.ma.us/dob/ or www.state.ma.us/doi/.

THE COMMONWEALTH OF MASSACHUSETTS

DIVISION OF BANKS

Notice of Public Hearing

Pursuant to the provisions of Massachusetts General Laws chapter 167, section 14 and in accordance with Massachusetts General Laws chapter 30A, section 2, a public hearing will be held on Tuesday, September 20, 2005 at 10:00 a.m., One South Station, Hearing Room A on the Fifth Floor, Boston, Massachusetts, at which time oral comments will be received by the Division of Banks (the "Division") relative to making permanent amendments to 209 CMR 46.00: COMMUNITY REINVESTMENT. The purpose of these amendments is to make changes to the state Community Reinvestment Act ("CRA") consistent with changes recently adopted at the federal level. These changes include raising the "small bank" asset size threshold to assets of less than $1 billion; creating a new designation of "intermediate small banks" with assets between $250 million and less than $1 billion, no longer requiring intermediate small banks to collect and report CRA loan data, and establish two separately rated tests to evaluate CRA performance of intermediate small banks. The amendments also expand the definition of community development to include activities to revitalize or stabilize designated disaster areas and clarify when discrimination or illegal practices by a bank will adversely affect an evaluation of the bank's CRA performance. For the purposes of this regulation, the definition of "bank" includes state chartered credit unions. The Division has already filed these amendments as Emergency Regulations to be effective on September 1, 2005. Changes or amendments may be made based on comments received at the public hearing or during the comment period.

Written comments may be submitted to the Division on the proposed regulations until 5:00 p.m. on Tuesday, September 27, 2005. A copy of the proposed amendments is available at, and copies may be obtained from, the Massachusetts Division of Banks, One South Station, Boston, Massachusetts 02110 or at www.mass.gov/dob/.

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.