A Massachusetts holding company that has long sought to enter the wealthy Boston suburb of Newton has found a way in through a needy start-up bank.

Affiliated Bancorp, Waltham, this week said it tentatively agreed to become the majority owner of Middlesex Bank and Trust Co., a proposed start-up bank that hasn't been able to raise enough capital on its own.

Affiliated had initially planned to open its own bank in Newton, a town of 82,000 people with an average household income of $60,000. Instead, the $1 billion-asset holding company entered talks with Middlesex organizers two months ago.

"What (Middlesex organizers) need is capital - and some other things we can bring," said John G. Fallon, chief financial officer of Affiliated. "We feel by going with them, we will save six months."

"It's a great opportunity for Affiliated," agreed James Moynihan, senior vice president of Advest Group, a Boston investment banking firm. "All the legwork had been done by Middlesex."

Middlesex Bank and Trust Co., which is still in organization but already has its commercial bank charter, is headed by C. Bernard Fulp, a former community banking executive of Bank of New England and a 25-year Newton resident.

Mr. Fulp, who will be Middlesex's chief executive and president, said he saw Affiliated as a good fit for his fledgling bank. "Their vision very closely mirrors my vision for how a really dynamic community bank should operate," he said.

Mr. Fulp embarked on creating a new bank two years ago and received a charter in May 1995. But an attempt to raise between $8 million and $10 million in capital failed last year after a large investor withdrew his commitment, Mr. Fulp said.

If the plan proceeds, Affiliated would own more than 80% of Middlesex stock. But Middlesex will be able to retain a majority of board seats and maintain Mr. Fulp at the helm.

Thomas Romano, managing director of McConnell, Budd & Downes, an investment bank and research firm in Morristown, N.J., said the jury is out on whether Affiliated's unusual move will work. He said opening a new branch would be a less expensive way to tap the Newton market.

The proposed autonomy being granted to Middlesex is typical of the style of Affiliated, which was created by the 1995 merger of Lexington Savings Bank with Federal Savings Bank of Waltham. The two thrifts, which have 11 offices in Middlesex County, maintain independent managements and boards.

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