August 28, 1997

Board of Directors
Laconia Savings Bank
62 Pleasant Street
Laconia, New Hampshire 03246

Dear Board of Directors:

I am responding on behalf of the Board of Directors of the Federal Deposit Insurance Corporation (FDIC) to the waiver request of Laconia Savings Bank, Laconia, New Hampshire (Bank), as presented in the Bank's letters of February 20, 1997 and July 21, 1997. The Bank's waiver request concerns the depositor-voting requirement at 12 C.F.R. Section 333.4(d)(2) of the FDIC's mutual-to-stock conversion regulations (the Conversion Regulations) in connection with the Bank's proposed reorganization.

Under the Conversion Regulations, the Bank's waiver request is appropriate for consideration by the FDIC's Board of Directors under the "good cause" exception to the Conversion Regulation, 12 C.F.R. Section 333.4(a), rather than the "conflicts with State law" exception under 12 C.F.R. Section 333.4(b). The FDIC Board has determined that the depositor voting requirement in the Conversion Regulations does not present a conflict with New Hampshire law, but rather is supplemental to New Hampshire law and procedures for mutual-to- stock conversions.

The FDIC Board has considered the information provided by the Bank with respect to the commercial borrowings and commercial relationships of the respective Corporators of the Bank in light of the following standards presented in the preamble to the Conversion Regulations with respect to the waiver of the depositor voting requirement:

... on a case-by-case basis, the Board will consider waiving the depositor voting requirement if it is demonstrated, to the board's satisfaction, that the alternative voting mechanism established under the applicable state law satisfies the concerns expressed above about the need for a vote on the conversion by parties that are not insiders and do not have a potential conflict of interest in reviewing the proposed conversion 59 Fed. Reg. 61233, 61238 (,November 30, 1994).

Applying this standard the FDIC Board has determined that a sufficient number of the Bank's Corporators are not insiders and have no apparent potential for conflict of interest.

Based upon the information and representations presented, the Bank's waiver request is approved subject to the FDIC"s determination that a majority of the independent Corporators voted to approve the Plan of Reorganization. Please forward, as soon as possible, a list of the specific Corporators who voted and how they voted, to enable FDIC to ascertain compliance with the requirement.

If you have any questions with respect to this decision by the FDIC Board, please contact Jesse Snyder, Assistant Director, or Calvin B. Riddick, Manager, Risk Management and Applications Section, of this Division, at (202) 898-6915 and (202) 898-6758, respectively.

Sincerely,

Cottrell L. Webster
Acting Associate Director