August 22, 2007


Board of Directors
MASSBANK Corp.
123 Haven Street
Reading, MA 01867


Dear Director:


Private Capital Management, L.P. ("PCM"), has been a shareholder of
MASSBANK Corp. since 1990. As of its most recent 13F filing PCM held
on behalf of its clients approximately 9.7% of the Company's outstanding
shares.  As our dealings with the Company over the last 16 plus years
have demonstrated, it is our first preference to work constructively
with management and adopt a patient, long-term view of the companies
in which we invest.  In this light it is unfortunate that we now feel
compelled as MASSBANK's largest shareholder to write this letter
requesting that MASSBANK's Board move expeditiously to independently
review and address the issues raised in the recent 13D filing by fellow
shareholder Lawrence Seidman.  Like Mr. Seidman, we have fundamental
concerns regarding current management's commitment and ability to
manage the Company in the best interest of its shareholders.


We have noted that the Company's CEO, Gerard Brandi, is also a
significant shareholder of the Company.  We ordinarily take a positive
view of management having a large ownership stake as it tends to indicate
management's goal congruency with long-term investors.  In this case,
however, despite significant insider ownership, we are concerned that
senior management has become complacent at the expense of the Company
and its outside shareholders.  During my last discussion with Mr. Brandi,
I raised concerns about the direction of the Company, including management's
under-utilization of MASSBANK's funding base, deposit losses, stagnant
earnings, and apparent lack of commitment to surfacing value for
shareholders.  Mr. Brandi stated that he would get back to me to address
these issues.  I am still awaiting that call.  The Company's most recent
results also indicate that our concerns fell on deaf ears as key
operating metrics of the Company have continued to erode.

Accordingly, we believe it is now incumbent on the Board and its
independent directors in their role as fiduciaries to undertake a
thorough review of the operational and management issues that have been
raised by MASSBANK shareholders.  Under the Company's Corporate Governance
Guidelines, each director is required to exercise a duty of care and
diligence to the Company taking into account "the interests of all
shareholders," not solely the interest of senior managers.  A decision by
the Board not to act at this juncture will add additional credence to the
view that current leadership has ceased to serve the best interests of
Company and its outside shareholders.  Needless to say, forcing shareholders
to engage in a proxy contest simply to focus the Board's attention on these
legitimate concerns would prove both distracting to the Company and result
in yet another poor allocation of shareholder capital.

We thank you for your consideration of the concerns we are raising in this
letter and appreciate the courtesy of a response regarding the Board's
engagement with them not later than September 5, 2007.


Very truly yours,

/s/  Bruce S. Sherman

Bruce S. Sherman
Chief Executive Officer