8-A12G/A

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 8-A/A

          FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO
           SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

                              MEDFORD BANCORP, INC.
             (Exact name of registrant as specified in its charter)

             Massachusetts                              04-3384928
             -------------                              ----------
(State of incorporation or organization)       (IRS Employer Identification No.)

      29 High Street, Medford, MA                         02155
      ---------------------------                         -----
(Address of principal executive offices)               (Zip Code)

If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1) please check the
following box. |_|

If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following box. |_|

        Securities to be registered pursuant to Section 12(b) of the Act:

                                      NONE

        (Name of each exchange on which each class is to be registered):

        Securities to be registered pursuant to Section 12(g) of the Act:

                    PREFERRED STOCK PURCHASE RIGHTS (AMENDED)
                    -----------------------------------------
                    (Title of each class to be so registered)


Item 1. Description of Registrant's Securities to be Registered

      Medford Savings Bank (the "Bank") and State Street Bank and Trust Company
(the "Rights Agent") entered into a Shareholder Rights Agreement, dated as of
September 22, 1993 (the "Original Rights Agreement"), pursuant to which, among
other things, the Board of Directors of the Bank authorized and declared a
dividend distribution of one Right (as defined in the Original Rights Agreement
and hereinafter referred to as a "Bank Right") per share of common stock, par
value $.50 per share, of the Bank ("Bank Common Stock") outstanding as of the
close of business on October 8, 1993 (the "Record Date"), to holders of
outstanding shares of Bank Common Stock as of the Record Date.

      Thereafter, the Bank and Medford Bancorp, Inc. (the "Company") entered
into a Plan of Reorganization and Acquisition (the "Plan of Reorganization"),
dated July 29, 1997, duly approved by the holders of Bank Common Stock at a
meeting held on September 16, 1997, pursuant to which the Bank became a
wholly-owned subsidiary of the Company and shares of Bank Common Stock (together
with associated preferred stock purchase rights (i.e., the Bank Rights)), except
those held by stockholders exercising dissenters' rights, were converted into
and exchanged for an equal number of shares of common stock, par value $.50 per
share, of the Company (together with associated preferred stock purchase rights
(i.e., the Rights, as hereinafter defined)).

      In accordance with the Plan of Reorganization, the Board of Directors of
the Company determined that it was in the best interests of the shareholders of
the Company to amend and restate the Original Rights Agreement in its entirety
to, among other things, confirm that the Bank Rights issued pursuant to the
Original Rights Agreement converted to equivalent preferred stock purchase
rights (the "Rights") with respect to the Common Stock (as defined in the
Company's Amended and Restated Shareholder Rights Agreement, dated as of
November 26, 1997 (the "Rights Agreement")). Therefore, on November 25, 1997,
the Boards of Directors of the Bank and the Company adopted resolutions
confirming the conversion of the Bank Rights to the Rights concurrently with the
conversion and exchange of Bank Common Stock for the Common Stock.

      The description of the terms of the Rights Agreement is set forth in a
Form 8-A filed by the Company on November 26, 1997. Such description does not
purport to be complete and is qualified in its entirety by reference to the
Rights Agreement, a copy of which is filed as an exhibit with such Form 8-A and
is incorporated herein by reference, and to the amendments to the Rights
Agreement referred to below.

      On November 6, 2001, the Bank, the Company, State Street Bank and Trust
Company and Equiserve Trust Company, N.A. entered into an Amendment to
Shareholders Rights Agreement, pursuant to which, among other things, Equiserve
Trust Company, N.A. was appointed as rights agent (the "First Amendment"). The
foregoing description of the First Amendment is qualified in its entirety by
reference to the First Amendment, a copy of which is attached hereto as Exhibit
2 and is incorporated herein by reference.

      The Rights Agreement has also been amended by an Amendment to Amended and
Restated Shareholders Rights Agreement dated as of June 13, 2002 (the "Second
Amendment").


                                       2


The purpose of the Second Amendment is to ensure, among other things, that the
execution, delivery and performance of (1) the Agreement and Plan of Merger by
and among the Company, Citizens Financial Group, Inc. and Citizens Bank of
Massachusetts ("CBM") and (2) the Stockholder Voting Agreements between CBM and
certain directors and officers of the Company do not cause the Rights issued
under the Rights Agreement to become exercisable. The description of the Second
Amendment is qualified in its entirety by reference to the Second Amendment, a
copy of which is attached hereto as Exhibit 3 and is incorporated herein by
reference.

Item 2.   Exhibits

      1.    Amended and Restated Shareholder Rights Agreement, dated November
            26, 1997, among Medford Bancorp, Inc., Medford Savings Bank and
            State Street Bank and Trust Company, as Rights Agent (incorporated
            by reference to the exhibit filed with the Company's Form 8-A dated
            November 26, 1997).

      2.    Amendment to Shareholder Rights Agreement, dated November 6, 2001,
            by and among Medford Bancorp, Inc., Medford Savings Bank, State
            Street Bank and Trust Company and Equiserve Trust Company, N.A., as
            Rights Agent.

      3.    Amendment to Amended and Restated Shareholder Rights Agreement dated
            June 13, 2002 among Medford Banccorp, Inc., Medford Savings Bank and
            Equiserve Trust Company, N.A., as Rights Agent.


                                       3


                                    SIGNATURE

      Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.

                                    MEDFORD BANCORP, INC.


Date: June 26, 2002                 By: /s/ Phillip W. Wong
                                        ---------------------
                                        Name: Phillip W. Wong
                                        Title: E.V.P. & C.F.O.

EX-2

EXHIBIT 2

                    AMENDMENT TO SHAREHOLDER RIGHTS AGREEMENT

1.    General Background. In accordance with Section 27 of the Shareholder
      Rights Agreement between State Street Bank and Trust Company (the "Rights
      Agent") and Medford Bancorp dated September 22, 1993 (the "Agreement"),
      the Rights Agent and Medford Bancorp desire to amend the Agreement to
      appoint EquiServe Trust Company, N.A.

2.    Effectiveness. This Amendment shall be effective as of November 6, 2001
      (the "Amendment") and all defined terms and definitions in the Agreement
      shall be the same in the Amendment except as specifically revised by the
      Amendment.

3.    Revision. The section in the Agreement entitled "Change of Rights Agent"
      is hereby deleted in its entirety and replaced with the following:

      Change of Rights Agent. The Rights Agent or any successor Rights Agent may
      resign and be discharged from its duties under this Agreement upon 30
      days' notice in writing mailed to the Company and to each transfer agent
      of the Common Shares or Preferred Shares by registered or certified mail
      and to the holders of the Right Certificates by first-class mail. The
      Company may remove the Rights Agent or any successor Rights Agent, with or
      without cause, effective immediately or on a specified date by written
      notice given to the Rights Agent or successor Rights Agent, as the case
      may be, and to each transfer agent of the Common Shares or Preferred
      Shares by registered or certified mail, and to the holders of the Right
      Certificates by any means reasonably determined by the Company to inform
      such holder of such removal (including without limitation, by including
      such information in one or more of the Company's reports to shareholders
      or reports or filings with the Securities and Exchange Commission). If the
      Rights Agent shall resign or be removed or shall otherwise become
      incapable of acting, the Company shall appoint a successor to the Rights
      Agent. If the Company shall fail to make such appointment within a period
      of 30 days after giving notice of such removal or after it has been
      notified in writing of such resignation or incapacity by the resigning or
      incapacitated rights Agent or by the holder of a Right Certificate (who
      shall, with such notice, submit such holder's Right Certificate for
      inspection by the company), then the registered holder of any Right
      Certificate may apply to any court of competent jurisdiction for the
      appointment of a new Rights Agent. Any successor Rights Agent, whether
      appointed by the Company or by such a court, shall be a corporation or
      trust company organized and doing business under the laws of the United
      States, or any state of the United States, in good standing, which is
      authorized under such laws to exercise corporate trust or stock


      transfer powers and is subject to supervision or examination by federal or
      state authority and which has individually or combined with an affiliate
      at the time of its appointment as Rights Agent a combined capital and
      surplus of at least $50 million dollars. After appointment, the successor
      Rights Agent shall be vested with the same powers, rights, duties and
      responsibilities as if it had been originally named as Rights Agent
      without further act or deed; but the predecessor Rights Agent shall
      deliver and transfer to the successor Rights Agent any property at the
      time held by it hereunder, and execute and deliver any further assurance,
      conveyance, act or deed necessary for the purpose. Not later than the
      effective date of any such appointment the Company shall file notice
      thereof in writing with the predecessor Rights Agent and each transfer
      agent of the Common Shares or Preferred Shares, and give notice to the
      registered holders of the Right Certificates by any means reasonably
      determined by the Company to inform such holder of such removal (including
      without limitation, by including such information in one or more of the
      Company's reports to shareholders or reports or filings with the
      Securities and Exchange Commission). Failure to give any notice provided
      for in this Section 21, however, or any defect therein, shall not affect
      the legality or validity of the resignation or removal of the Rights Agent
      or the appointment of the successor Rights Agent, as the case may be.

4.    Except as amended hereby, the Agreement and all schedules or exhibits
      thereto shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
in their names and on their behalf by and through their duly authorized
officers, as of this 6th day of November, 2001.

Medford Bancorp                     State Street Bank and Trust Co.


/s/ Philip W. Wong                  /s/ Carol Mulvey-Eori
- --------------------------          ----------------------
By: Philip W. Wong                  By: Carol Mulvey-Eori
Title: E.V.P. and C.F.O.            Title: Managing Director, Client
                                           Administraton


                                    EquiServe Trust Company, N.A.


                                    /s/ Carol Mulvey-Eori
                                    ----------------------
                                    By: Carol Mulvey-Eori
                                    Title: Managing Director, Client
                                           Administraton

EX-3

EXHIBIT 3

                        AMENDMENT TO AMENDED AND RESTATED
                          SHAREHOLDERS RIGHTS AGREEMENT

      Amendment, dated as of June 13, 2002 (this "Amendment"), to the Amended
and Restated Shareholders Rights Agreement, dated as of November 26, 1997 (as
amended, the "Rights Agreement"), by and between Medford Bancorp, Inc., a
Massachusetts corporation (the "Company"), Medford Savings Bank, a Massachusetts
savings bank, and EquiServe Trust Company, N.A., as rights agent (the "Rights
Agent").

      WHEREAS, in accordance with the terms of the Rights Agreement, the Company
deems it desirable to make certain amendments to the Rights Agreement; and

      WHEREAS, Section 27 of the Rights Agreement provides that prior to the
Distribution Date (as defined in the Rights Agreement), the Company and the
Rights Agent shall, if the Company so directs, supplement or amend any provision
of the Rights Agreement without the approval of any holders of certificates
representing shares of the Company's common stock; and

      WHEREAS, the Company intends to enter into an Agreement and Plan of Merger
(the "Merger Agreement") with Citizens Financial Group, Inc., a Delaware
corporation ("CFG"), and Citizens Bank of Massachusetts, a Massachusetts
chartered trust company (the "CBM"), pursuant to which, among other things, a
subsidiary of CBM will be merged with and into the Company; and

      WHEREAS, prior to entering into the Merger Agreement and related
agreements, the Company desires to amend certain provisions of the Rights
Agreement so that the execution, delivery and performance of the Merger
Agreement and the Stockholders Agreements referred to below will not cause the
Rights issued under the Rights Agreement to become exercisable.

      NOW, THEREFORE, in consideration of the premises and mutual agreements
herein set forth, the parties hereby agree as follows:

      1. Amendments of Section 1.

      (a) The definition of "Acquiring Person" set forth in Section 1 of the
Rights Agreement is amended to add the following sentence at the end thereof:

      "Notwithstanding anything in this Rights Agreement to the contrary,
      neither Citizens Financial Group, Inc. ("CFG"), any of its existing or
      future Affiliates or Associates nor any Stockholder (as defined below)
      shall be deemed to be an Acquiring Person as a result of (i) the
      execution, delivery or performance of the Agreement and Plan of Merger,
      dated as of June 13, 2002, by and among the Company, Citizens Bank of
      Massachusetts ("CBM") and CFG (as the same may be amended from time to
      time, the "Merger Agreement"), pursuant to which a subsidiary of CBM will
      be merged with and into the Company; (ii) the execution, delivery or
      performance of the Stockholders Agreements, each dated as of June 13,
      2002, by and between CBM and certain officers and directors of the Company
      (each a "Stockholder" and collectively the "Stockholders") as contemplated
      by the Merger Agreement (as the same may be amended from


      time to time, collectively, the "Stockholders Agreements"); or (iii) the
      consummation of the transactions contemplated by the Merger Agreement
      (including, without limitation, the acquisition of Shares (as defined in
      the Merger Agreement))."

      (b) Section 1(e) of the Rights Agreement is amended by adding the
following sentence at the end thereof:

      "Notwithstanding anything in this Rights Agreement to the contrary,
      neither CFG, any of its existing or future Affiliates or Associates nor
      any Stockholder shall be deemed to be the Beneficial Owner of shares of
      Common Stock of the Company as a result of (i) the execution, delivery or
      performance of the Merger Agreement or the Stockholders Agreements, or
      (ii) the consummation of the transactions contemplated by the Merger
      Agreement (including, without limitation, the acquisition of Shares (as
      defined in the Merger Agreement))."

      (c) The definition of "Triggering Event" set forth in Section 1 of the
Rights Agreement is amended to add the following proviso at the end thereof:

      "; provided, however, that no Triggering Event shall occur as a result of
      (i) the execution, delivery or performance of the Merger Agreement or the
      Stockholders Agreements, or (ii) the consummation of the transactions
      contemplated by the Merger Agreement (including, without limitation, the
      acquisition of Shares (as defined in the Merger Agreement))."

      (d) The definition of "Stock Acquisition Date" in Section 1 of the Rights
Agreement is amended by adding the following sentence at the end thereof:

      "Notwithstanding anything in this Rights Agreement to the contrary, a
      Stock Acquisition Date shall not be deemed to have occurred as a result of
      (i) the execution, delivery or performance of the Merger Agreement or the
      Stockholders Agreements, or (ii) the consummation of the transactions
      contemplated by the Merger Agreement (including, without limitation, the
      acquisition of Shares (as defined in the Merger Agreement))."

      2. Amendment of Section 3(a). Section 3(a) of the Rights Agreement is
amended to add the following sentence at the end thereof:

      "Notwithstanding anything in this Rights Agreement to the contrary, a
      Distribution Date shall not be deemed to have occurred as a result of (i)
      the execution, delivery or performance of the Merger Agreement or the
      Stockholders Agreements, or (ii) the consummation of the transactions


                                       2


      contemplated by the Merger Agreement (including, without limitation, the
      acquisition of Shares (as defined in the Merger Agreement))."

      3. Amendment of Section 7(a). Section 7(a) of the Rights Agreement is
amended by:

      (A) deleting subclause (i) in its entirety and inserting the following in
lieu thereof:

      "(i) the moment in time immediately prior to the Effective Time (as such
      term is defined in the Merger Agreement) (the "Final Expiration Date")";
      and

      (B) by adding the following sentence at the end thereof:

      "Notwithstanding anything in this Rights Agreement to the contrary,
      neither (i) the execution, delivery or performance of the Merger Agreement
      or the Stockholders Agreement; nor (ii) the consummation of the
      transactions contemplated by the Merger Agreement (including, without
      limitation, the acquisition of Shares (as defined in the Merger
      Agreement)), shall be deemed to be events that cause the Rights to become
      exercisable pursuant to the provisions of this Section 7 or otherwise."

      4. Amendment of Section 11. Section 11 of the Rights Agreement is amended
to add the following sentence after the first sentence of said Section:

      "Notwithstanding anything in this Rights Agreement to the contrary,
      neither (i) the execution, delivery or performance of the Merger Agreement
      or the Stockholders Agreement; nor (ii) the consummation of the
      transactions contemplated by the Merger Agreement (including, without
      limitation, the acquisition of Shares (as defined in the Merger
      Agreement)), shall be deemed to be a Section 11(a)(ii) Event or to cause
      the Rights to be adjusted or to become exercisable in accordance with this
      Section 11."

      5. Amendment of Section 13. Section 13 of the Rights Agreement is amended
to add the following sentence at the end thereof:

      "Notwithstanding anything in this Rights Agreement to the contrary,
      neither (i) the execution, delivery or performance of the Merger Agreement
      or the Stockholders Agreement; nor (ii) the consummation of the
      transactions contemplated by the Merger Agreement (including, without
      limitation, the acquisition of Shares (as defined in the Merger
      Agreement)), shall be deemed to be a Section 13 Event or to cause the
      Rights to be adjusted or to become exercisable in accordance with Section
      13."


                                       3


      6. Amendment to Section 21. Section 21 of the Rights Agreement is amended
to add the following sentence after the first sentence of such section:

      "In the event that the Company's Agreement for Stock Transfer Agent
      Services is terminated in accordance with its terms, the Rights Agent
      shall be deemed to have resigned as Rights Agent automatically on the
      termination date of such agreement, and the Company will provide any
      notice to the holders of Rights Certificates of such resignation required
      under this Agreement."

      7. Effectiveness. This Amendment shall be deemed effective as of the point
in time immediately prior to the execution and delivery of the Merger Agreement
by the Company, CFG and CBM. Except as amended hereby, the Rights Agreement
shall remain in full force and effect and shall be otherwise unaffected hereby.

      8. Miscellaneous. Capitalized terms used herein without definition shall
have the meanings given to them in the Rights Agreement. This Amendment shall be
deemed to be a contract made under the laws of The Commonwealth of Massachusetts
and for all purposes shall be governed by and construed in accordance with the
laws of such state applicable to contracts to be made and performed entirely
within such state. This Amendment may be executed in any number of counterparts,
each of such counterparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and the same
instrument. If any provisions, covenant or restriction of this Agreement is held
by a court of competent jurisdiction or other authority to be invalid, illegal
or unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Amendment shall remain in full force and effect and shall
in no way be effected, impaired or invalidated.


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      EXECUTED under seal as of the date set forth above.

Attest:                               MEDFORD BANCORP, INC.


/s/ Phillip W. Wong                   By /s/ Arthur H. Meehan
- ---------------------                 ---------------------------------
Name: Phillip W. Wong                 Name: Arthur H. Meehan
Title: E.V.P./C.F.O.                  Title: Chairman/President/C.E.O.


Attest:                               MEDFORD SAVINGS BANK


/s/ Phillip W. Wong                   By /s/ Arthur H. Meehan
- ---------------------                 ---------------------------------
Name: Phillip W. Wong                 Name: Arthur H. Meehan
Title: E.V.P./C.F.O.                  Title: Chairman/President/C.E.O.


Attest:                               EQUISERVE TRUST COMPANY, N.A.,
                                      as Rights Agent


/s/ Jenna Whitney                     By /s/ Dennis Moccia
- ---------------------                 ---------------------------------
Name: Jenna Whitney                   Name: Dennis Moccia
Title: Account Manager                Title: Managing Director


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