Decisions on Bank Applications

The Boston Bank of Commerce

FEDERAL DEPOSIT INSURANCE CORPORATION

Re: The Boston Bank of Commerce
Boston, Massachusetts
Application for Consent to Merge and Establish Four Branches

ORDER AND BASIS FOR CORPORATION APPROVAL

Pursuant to Sections 18(c) and 44 and other provisions of the Federal Deposit Insurance ("FDI") Act, The Boston Bank of Commerce, Boston, Suffolk County, Massachusetts, an insured state nonmember bank and Bank Insurance Fund ("BIF") member with total assets of $157,183,000 and total deposits of $125,216,000 as of December 31, 2000, has filed an application for the Corporation's consent to acquire in a merger transaction the banking business and the four California banking offices of Founders National Bank, Los Angeles, Los Angeles County, California, a national bank with both BIF and Savings Association Insurance Fund ("SAIF") insured deposits and with total resources of $107,009,000 and total deposits of $98,659,000 as of December 31, 2000. The Boston Bank of Commerce will retain its charter and title, and the branches being acquired will be established as offices of the resultant bank. There will be no insurance fund conversion concurrent with the proposed transaction, and assessments will continue to be paid to the SAIF pursuant to Section 5(d)(3) of the FDI Act. Notice of the proposed transaction, in a form approved by the Corporation, has been published pursuant to the FDI Act.

A review of available information, including the Community Reinvestment Act (CRA) Statements of the proponents, disclosed no inconsistencies with the purposes of CRA. The resultant institution is expected to continue to meet the credit needs of its entire community, consistent with the safe and sound operation of the institution.

In connection with the application, the Corporation has taken into consideration the competitive effects of the proposed transaction, which would result in no change in the Herfindahl-Hirschman Index; the financial and managerial resources and future prospects of the proponent banks and the resultant bank; and the convenience and needs of the community to be served. Having found favorably on these statutory factors and having considered other relevant information, including reports on the competitive factors furnished by the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Director of the Office of Thrift Supervision, and the Attorney General of the United States, it is the Corporation's judgment that the application should be and hereby is approved subject to the following conditions:

1. That the bank shall maintain a Tier 1 Leverage Capital Ratio of at least 5.50%, after deducting from its Tier 1 Capital the investment in equity securities as described in the FDIC's December 1, 2000, approval to hold common stock in Carver Bancorp, Inc., for eighteen months following the effective date of the proposed merger;

2. That all necessary and final approvals have been obtained from the State Authority;

3. That the transaction shall not be consummated before the fifteenth calendar day following the effective date of this Order or later than six months after the effective date of this Order, unless such period is extended for good cause by the Corporation; and,

4. That until proposed transaction becomes effective, the Corporation shall have the right to alter, suspend, or withdraw its approval should any interim development be deemed to warrant such action.

By Order of the Associate Director of the Division of Supervision, acting pursuant to delegated authority for the Board of Directors of the Corporation.

Dated at Washington, District of Columbia this day of 2001.

____________________________________
John M. Lane
Associate Director