O

Comptroller of the Currency

Administrator of National Banks

Northeastern District

1114 Avenue of the Americas, Suite 3900

New York, New York 10036

June 25, 2003 **Conditional Approval 599**

## July 2003

Deborah Drosnin, Esq.

Foley Hoag LLP

155 Seaport Boulevard

Boston, Massachusetts 02210

Re: 1) Application to convert Freedom Trust Company, Concord, New
Hampshire to a national trust bank to be known as Freedom Trust Company,
National Association, Concord, New Hampshire.

> 2\) Application to merge Freedom Trust Company, National Association,
> Concord, New
>
> Hampshire with and into First Financial Trust, National Association,
> Newton,
>
> Massachusetts, under the charter number and title of the latter.

Control Numbers: 2003 NE 01 006, 2003 NE 02 015, and 2003 NE 12 095

Dear Ms. Drosnin:

The Comptroller of the Currency (OCC) has reviewed your request, dated
April 7, 2003, to convert Freedom Trust Company, Concord, New Hampshire
to a national bank. After a thorough review of all information
available, including the representations and commitments made in the
application, we find that your request meets the requirements for
approval to convert to a national banking association pursuant to *12
U.S.C.* § *35 and* 12 C.F.R. § 5.24 as follows:

> Title: Freedom Trust Bank, National Association
>
> Location: Two Capital Plaza, Concord, NH 03301

The OCC also has approved your proposal to conduct fiduciary powers
pursuant to 12 U.S.C. § 92a. This approval constitutes a permit to
conduct the fiduciary powers requested in your application \[12 C.F.R. §
5.26(e)(4)\].

This is also to inform you that today the OCC conditionally approved the
proposal to merge Freedom Trust Company, National Association
(hereinafter, "Freedom"), an uninsured national

Deborah Drosnin, Esq.

Foley Hoag LLP

Page 2

trust bank, with and into First Financial Trust, National Association,
under the charter number and title of the latter ("Resulting Bank").

The OCC has also approved Resulting Bank's return of capital, under 12
U.S.C. § 59, in the amount of \$1,389,000 as outlined in your
application dated April 7, 2003, to occur subsequent to the conversion
of Freedom and consummation of the merger. This reduction in capital
stock was approved by shareholders owning at least two-thirds of First
Financial Trust, National Association's capital stock at a special
meeting held on January 14, 2003.

We note that First Financial Trust, National Association has represented
that the Resulting Bank's capital structure, after the merger and return
of capital, will be unchanged from First Financial Trust, National
Association's pre-merger capital structure, consisting of \$71,032 in
common stock, \$1,396,313 in surplus and undivided profits of
\$1,422,811, as adjusted for operating results from December 31, 2002.

The preliminary conditional approval to convert Freedom Trust Company
and the merger and capital approvals are subject to the following
conditions "imposed in writing by the agency in connection with the
granting of any application or other request" within the meaning of 12
U.S.C. § 1818 and, as such, are enforceable under 12 U.S.C. § 1818.

-   The transactions and activities described in the applications must
    be conducted and consummated in the order described and in
    accordance with the representations made in the applications.

-   At all times, Resulting Bank shall maintain a minimum of \$2.4
    million in Tier 1 capital.

-   If the Resulting Bank fails to maintain Tier 1 capital in the amount
    of \$2.4 million, Resulting Bank shall be deemed "undercapitalized,"
    for purposes of 12 U.S.C. **§** 1831o and 12 C.F.R. § 6, and the OCC
    shall have the authority to take any action authorized under all
    provisions of 12 U.S.C. § 1831o and 12 C.F.R. § 6 applicable to an
    undercapitalized national bank. For purposes of section 1831o(e)(5),
    an action "necessary to carry out the purpose of this section" shall
    include restoration of the Bank's capital so that it is not
    "undercapitalized" and any other action deemed advisable by the OCC
    to address the Bank's capital deficiency or the safety and soundness
    of its operation.

Please be advised that the OCC is currently reviewing its capital and
liquidity policy with respect to national trust banks. Should there be a
change to our policy as a result of the review, we will advise you
accordingly. In addition, if the Resulting Bank's future fiduciary and
related assets increase significantly, or if the Resulting Bank assumes
additional risk, the OCC may require the Resulting Bank to hold
additional capital.

Deborah Drosnin, Esq.

Foley Hoag LLP

Page 3

Until final approval is granted and the merger is consummated, the OCC
has the right to alter, suspend, or revoke these approvals should any
interim development be deemed by the OCC to warrant such action.

You are also reminded that the following are required before the
effective date of the conversion:

1.  Directors must own qualifying shares in conformance with 12 U.S.C. §
    72 and 12 C.F.R. § 7.2005.

2.  The institution must purchase adequate fidelity bond coverage in
    accordance with 12 C.F.R. § 7.2013, which lists four factors the
    directors should consider to determine adequacy.

3.  The board of directors must adopt and have in place policies,
    practices, and procedures to ensure the safe and sound operation of
    the bank. The board also must review those policies, practices, and
    procedures continually and ensure bank compliance with them. We are
    attaching the minimum policies and procedures applicable to national
    banks.

If the Freedom Trust Company does not convert, and the merger and
capital change are not consummated within one year from the approval
date, the preliminary conditional approval will expire and merger and
capital approval shall automatically terminate.

As a reminder, the bank should advise us in writing and in advance of
the desired effective date for the merger transaction so that the OCC
may issue the necessary certification letter. We will issue a letter
certifying consummation of the merger transaction when we have received:

-   A Secretary's Certificate for both banks, certifying that a majority
    of the board of directors approved the transaction, if not
    previously provided.

-   A Secretary's Certificate for both banks, certifying shareholder
    approval of the merger transaction, if not previously provided.

-   An executed merger agreement, if not previously provided.

These decisions, and the activities and communications by OCC employees
in connection with the filing, do not constitute a contract, express or
implied, or any other obligation binding upon the OCC, the U.S., any
agency or entity of the U.S., or any officer or employee of the U.S, and
do not affect the ability of the OCC to exercise its supervisory,
regulatory and examination authorities under applicable law and
regulations. The foregoing may not be waived or modified by any employee
or agent of the OCC or the U.S.

Deborah Drosnin, Esq.

Foley Hoag LLP

Page 4

If you have any questions, please contact me at (212) 790-4055.

Sincerely,

/s/ Sandya Reddy

Sandya Reddy

Senior Licensing Analyst