By the Division of Banks

BOARD OF BANK INCORPORATION

Hearings

January 8, 2004
Fifth Floor - Hearing Room A
One South Station
Boston, Massachusetts


At 10:00 a.m.

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.


At 10:30 a.m.

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.


January 27, 2004
One South Station, Boston
At 2:00 p.m.

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.

Decisions

Banknorth Group, Inc. ("Banknorth"), Portland, Maine - permission to acquire First & Ocean BanCorp, Newburyport, 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. - approved December 22, 2003.

Applications Pending

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. Comment period ended December 17, 2003.

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. Comment period ended December 15, 2003.

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. Comment period ended December 17, 2003.

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

Bridgewater Credit Union, Bridgewater - permission to establish a branch office at Bridgewater-Raynham Regional High School, 166 Mt. Prospect Street, Bridgewater - approved December 19, 2003.

Eastern Bank, Lynn - permission to establish a branch office at 2060 Commonwealth Avenue, Newton - approved December 30, 2003.

Eastern Bank, Lynn, Massachusetts - permission to (i) purchase certain assets and assume certain deposits and other liabilities of the branch office of Westport National Bank, Westport, Connecticut located at 188 Needham Street, Newton, Massachusetts and in connection therewith (ii) establish and maintain a branch office at that location - approved December 30, 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 - approved December 15, 2003.

Pentucket Bank, Haverhill - permission to close a branch office located at Haverhill Crossings Assisted Living Facility, 254 Amesbury Road, Haverhill - approved December 30, 2003.

The Provident Bank, Amesbury - permission to establish a branch office at Merrimac Landing Condominium, One Merrimac Street, Units 1 and 2, Newburyport - approved December 30, 2003.

Workers' Credit Union ("Workers"), Fitchburg and Westford Municipal Employees Federal Credit Union ("Westford"), Westford - permission to merge under the charter, by-laws and name of Workers' Credit Union. As part of this transaction, the main office of Workers' will remain the main office of the continuing credit union and the sole banking office of Westford will operate up to one month after the consummation of the merger - approved December 4, 2003.

Applications Pending

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. Comment periods end January 16, 2004.

Commerce Bank & Trust Company, Worcester - permission to establish a branch office at 91 Main Street, Milford. Comment period ends January 12, 2004.

Enterprise Bank and Trust Company, Lowell - permission to establish a branch office at Park Street Village, 63 Park Street, Andover. Comment period ends January 1, 2004.

Grafton Suburban Credit Union, North Grafton - permission to establish a branch office at 146 Worcester-Providence Turnpike, Sutton. Comment period ends January 20, 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.

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 Camel 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. Comment period ends January 22, 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 ends January 21, 2004.

St. Mary's Credit Union, Marlborough - permission to establish a branch office at 100 West Main Street, Route 20, Northborough. Comment periods end 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 ends 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 ends 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 ends January 22, 2004.

JANUARY 2004 FILING DATE

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

Jeanne D'Arc Credit Union, Lowell

O

07/21/03

Lynn Postal District Employees Employees Credit Union, Lynn

HS

09/02/03

St. Vincent Hospital Credit Union, Worcester

S

07/08/03

APPLICATION TO SELL INSURANCE

Williamstown Savings Bank, Williamstown - approved December 19, 2003


TEMPORARY CHECK CASHER LICENSES

Applications Pending

All Checks Cashed, Inc., Dorchester, Massachusetts - permission to operate a check casher office at 140A Harvard Avenue, Allston, Massachusetts. Comment period ends January 2, 2004.

Bay State Check Express, Inc., Attleboro, Massachusetts - permission to operate a check casher office at 120 Highland Avenue, Seekonk, Massachusetts. Comment period ends Wednesday, January 14, 2004.

EOM Associates, LLC d/b/a United Check Cashing, Waltham, Massachusetts - permission to operate a check casher office at 360 Salem Street, Medford, Massachusetts. Comment period ended Monday, December 22, 2003.

St. James Checking, Inc., Springfield, Massachusetts - permission to operate a check casher office at 81 Main Street, Westfield, Massachusetts. Comment period ended Tuesday, December 9, 2003.


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.