By the Division of Banks

BOARD OF BANK INCORPORATION

Hearings

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

At 10:00 a.m.

Fall River Five Cents Savings Bank, Fall River, Massachusetts - permission to establish a mutual savings bank in conjunction with its multistep reorganization into a mutual holding company, BankFive, MHC, with a midtier holding company, BankFive Corporation. The continuing bank will operate under the name Fall River Five Cents Savings Bank. Comment period ends March 18, 2005.

At 10:30 a.m.

Greenfield Savings Bank, Greenfield, Massachusetts - permission to establish a mutual savings bank in conjunction with its multistep reorganization into a mutual holding company, GSB, MHC. The continuing bank will operate under the name Greenfield Savings Bank. Comment period ends March 15, 2005.

Decisions

TorontoDominion Bank (The), Toronto, Canada - permission to acquire control of Banknorth Group, Inc. and its subsidiary Banknorth, N.A., Portland, Maine - approved February 28, 2005.

Applications Pending

Benjamin Franklin Bancorp, MHC, Franklin, Massachusetts - permission to acquire ownership and control of Chart Bank, A Cooperative Bank, Waltham, Massachusetts. Comment period ended February 4, 2005.

DIVISION OF BANKS

Decisions

Bay State Savings Bank, Worcester - permission to close its branch office located at 352 Belmont Street, Worcester approved February 24, 2005.

Citizens Bank of Massachusetts, Boston - permission to establish branch offices 1) within Stop & Shop Supermarket, 40 Furlong Way, Revere; and 2) at Pleasant Plaza, 12 Pleasant Street, Weymouth - approved February 22, 2005.

Eastern Bank, Boston - permission to establish a branch office at 827835 Highland Avenue, Needham - approved February 10, 2005.

St. Anne's Credit Union of Fall River ("St. Anne's"), Fall River and St. Stanislaus Federal Credit Union ("St. Stanislaus"), Fall River - permission for St. Stanislaus to merge with and into St. Anne's under the charter, bylaws and name of St. Anne's Credit Union of Fall River. The main office of St. Anne's would remain the main office of the continuing credit union and the sole banking office of St. Stanislaus would not be retained as a branch office - approved February 28, 2005.

Salem Five Cents Savings Bank, Salem - permission to establish a branch office at Cabot Crossing, 495 Cabot Street, Beverly approved February 25, 2005.

Applications Pending

Benjamin Franklin Bank, Franklin and Chart Bank, A Cooperative Bank, Waltham - permission to merge under the charter, bylaws and name of Benjamin Franklin Bank. Comment period ended February 4, 2005.

Berkshire Bank, Pittsfield, Massachusetts - permission to establish a branch office at Shoppers World Plaza, 15 Park Avenue, Clifton Park, New York. Comment period ended February 18, 2005.

Bridgewater Credit Union, Bridgewater - permission to establish a branch office at 3A Whiting Road, Dover. Comment period ends March 14, 2005.

Cape Cod Cooperative Bank, Yarmouth Port - permission to establish a branch office at King's Way, 64 King's Circuit, Yarmouth Port. Comment period ended February 24, 2005.

Eastern Bank ("Eastern"), Boston and Plymouth Savings Bank ("Plymouth"), Wareham- Under the terms of the Agreement and Plan of Merger, Plymouth will merge with and into Eastern under the charter, bylaws and name of Eastern Bank. Eastern and Plymouth are both subsidiary banking institutions of Eastern Bank Corporation, a mutual holding company. Comment period ends March 18, 2005.

East Boston Savings Bank, East Boston - permission to establish a branch office at 1755 Revere Beach Parkway, Everett. Comment period ended February 25, 2005.

Fall River Five Cents Savings Bank, Fall River -permission to reorganize into a mutual holding company, BankFive, MHC, with a midtier holding company, BankFive Corporation, as part of a multistep transaction. Comment period ends March 18, 2005.

Greenfield Savings Bank, Greenfield - permission to reorganize into a mutual holding company, GSB, MHC, as part of a multistep transaction. Comment period ends March 15, 2005.

LusoAmerican Credit Union, Peabody - permission to amend its bylaws 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. Comment period ended December 27, 2004.

North Shore Bank, A Cooperative Bank, Peabody - permission to close a branch office located at 254 Humphrey Street, Marblehead. Comment period ends March 18, 2005.

River Works Credit Union ("the "Credit Union"), Lynn - permission to amend its bylaws to expand the associations which qualify persons for membership. The amendment relative to membership eligibility proposes to change that bylaw provision by including references to Middlesex and Suffolk Counties as well as those who work within a twentyfive mile radius of the Credit Union. Comment period ended October 25, 2004.

Wainwright Bank & Trust Company, Boston - permission to establish a branch office at 301 Harvard Street, Brookline. Comment period ended February 24, 2005.

Webster Five Cents Savings Bank, Webster - permission to establish a branch office at 261 Grafton Street, Shrewsbury. Comment period ends March 2, 2005.

Miscellaneous

City of Boston Credit Union, Boston - permission to relocate a branch office from 1010 Morrissey Boulevard, Dorchester to 960 Morrissey Boulevard, Dorchester - application withdrawn February 1, 2005.

MARCH 2005 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, March 15, 2005..

COMMUNITY REINVESTMENT ACT DESCRIPTIVE RATINGS AND EVALUATIONS
WHICH BECAME PUBLIC DURING THE MONTH

The following statechartered 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").

No statechartered institutions had Community Reinvestment Descriptive Ratings and Evaluations which became public during the month of February 2005.

APPLICATIONS TO SELL INSURANCE

Community Bank, A Massachusetts Cooperative Bank (The), Brockton - pending
St. Mary's Credit Union, Marlborough - pending
Watertown Savings Bank, Watertown - pending

TEMPORARY CHECK CASHER LICENSES

Hearings

There are no hearings for the month of March

Decisions

Peabody Check Cashing, Inc., Peabody, Massachusetts - permission to operate a check casher office at 101 Ferry Street, Malden, Massachusetts - denied February 7, 2005.

Applications Pending

There are no applications for the month of March.

THE COMMONWEALTH OF MASSACHUSETTS

DIVISION OF BANKS

NOTICE OF PUBLIC HEARING

March 9, 2005
Fifth Floor, Hearing Room A
One South Station
Boston, Massachusetts

At 10:30 a.m.

Pursuant to the provisions of chapter 183C of the General Laws, as added by Chapter 268 of the Acts of 2004, and in accordance with Massachusetts General Laws chapter 30A, section 2, a public hearing will be held on Wednesday, March 9, 2005 at 10:30 a.m., One South Station, Hearing Room A, Fifth Floor, Boston, Massachusetts, at which time oral comments will be received by the Division of Banks (the "Division") relative to amendments to 209 CMR 32.00: Disclosure of Consumer Credit Costs and Terms as well as amendments to 209 CMR 40.00: Unfair and Deceptive Practices in Consumer Transactions. These amendments are required to implement the high cost loan provisions of the Predatory Lending Act, General Laws chapter 183C, as added by SECTION 6 of Chapter 268 of the Acts of 2004. The amendments to both 209 CMR 32.00 and 209 CMR 40.00 change the definitions in existing regulations to conform to the Predatory Lending Act and add new definitions where none existed in these regulations. Other changes are proposed to make the regulations consistent with the Act. 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 amendments until 5:00 p.m. on Wednesday, March 16, 2005. A copy of the proposed amendments is available at, and copies may be obtained from, the 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:

dobactivityreportsubscribe@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.