Decisions on Bank Applications

Citizens Bank of Massachusetts

The Board of Directors
Citizens Bank of Massachusetts
28 State Street
Boston, Massachusetts 02110

Subject: Citizens Bank of Massachusetts
Boston, Massachusetts

Members of the Board:

We have reviewed the application filed by the Citizens Bank of Massachusetts (Bank) to establish a branch to be located and organized under the laws of the Cayman Islands. The application was filed pursuant to Section 347.108(d) of the Federal Deposit Insurance Corporation's Rules and Regulations. Pursuant to the authority vested in me by the FDIC's Board of Directors, I have today approved the application.

Your application was approved subject to the following conditions:

1. In addition to the records, controls, and reports required by Section 347.110(a) of the FDIC's Rules and Regulations, the bank shall take all steps within its control to ensure that the Cayman Branch and its officers, employees and agents, independent contractors and affiliates provide the Bank access to information and records concerning the Bank's Cayman business operations and transactions as is permitted under Cayman law. In addition to the requirements of Section 347.110(b) of the FDIC's Rules and Regulations, the bank shall, upon request in connection with a FDIC examination of the bank or otherwise, provide such information to the FDIC.

2. The Bank shall ensure that consent provisions are included in appropriate and relevant documents and instruments governing its Cayman customer relationships to permit the bank to disclose to the FDIC all documents and information concerning customer relationships and accounts.

3. The Bank shall ensure that the foreign branch develop and maintain a program designed to determine the identity of its customers; determine its customers' sources of funds; determine the normal and expected transactions of its customers; monitor account activity for transactions that are inconsistent with those normal and expected transactions; and report any transactions of its customers that are determined to be suspicious, in accordance with the FDIC's existing suspicious activity reporting regulation.

4. The consent granted herein is based on facts, circumstances and commitments presented to the FDIC in connection with this request. The Bank shall notify the FDIC of any significant change in facts or circumstances. The FDIC's action is conditioned on its ability to alter, suspend, or withdraw its approval should any development be deemed to warrant such action.

5. All necessary and final approvals shall have been obtained from the appropriate state, federal, and foreign authorities.

6. If the proposed investment has not occurred within twelve months from the date of this approval, or unless, in the interim, a request for an extension of time has been approved by the FDIC, the consent granted herein shall expire at the end of the twelve-month period.

Please advise the Boston Regional Office of the date the branch will open for business. Questions concerning this application may be referred to Senior Case Manager James M. Hitchings in the Boston Regional Office at (781) 794-5528.

Sincerely,

James L. Sexton
Director