8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 11, 2005

MASSBANK Corp.

(Exact name of registrant as specified in its charter)

Delaware	0-15137	04-2930382
(State or other jurisdiction of incorporation or organization)	Commission file number	(I.R.S. Employer Identification No.)

123 Haven Street, Reading, Massachusetts 01867

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (781) 662-0100

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits. The following exhibits are furnished herewith:

10.5.1	Amended and Restated Deferred Compensation Plan for Directors of MASSBANK Corp. (the “Company”) and MASSBANK (the “Bank”) dated August 10, 2005.
10.6.1	Amended and Restated Terms and Conditions of Deferred Compensation Program for employees of MASSBANK (the “Bank”) dated August 10, 2005.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be filed on its behalf by the undersigned hereunto duly authorized.

	MASSBANK Corp.
Dated: August 11, 2005	By:	/s/ Reginald E. Cormier
	Name:	Reginald E. Cormier
	Title:	Senior Vice President, Treasurer
		and Chief Financial Officer

EX-10.5.1

EXHIBIT: 10.5.1

DIRECTORS’ DEFERRED COMPENSATION

PLAN OF MASSBANK CORP.

AMENDED AND RESTATED AS OF JANUARY 1, 2005

ARTICLE I. ESTABLISHMENT OF PLAN

MASSBANK Corp., a Delaware corporation with a principal place of business in Reading, Massachusetts (the “Company”), previously established the Directors’ Deterred Compensation Plan of MASSBANK Corp. (the “Plan”) effective January 1, 1988 (the “Effective Date”). The Plan is an unfunded deferred compensation arrangement for the directors of the Company and MASSBANK, a Massachusetts savings bank (the “Bank”). The Plan is hereby amended and restated as of January 1, 2005 in order to comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

ARTICLE II. ELIGIBILITY; PARTICIPATION

All directors of the Company and the Bank on the Effective Date and all persons who become directors of the Company or the Bank thereafter shall be eligible to participate in the Plan and shall participate by timely executing and submitting a deferred compensation election form as described in Article III.

ARTICLE III DEFERRED COMPENSATION ELECTIONS

Each eligible director shall be given the opportunity to defer receipt of all or a portion of his/her director’s compensation from the Company and the Bank by executing a deferred compensation election form provided by the Company. The election form must be executed and returned prior to the beginning of the first calendar year to which it relates. Amendments or revocations of the election form shall be effective only for calendar years beginning after the execution and submission to the Company of the amendment or revocation, as the case may be; provided, however, that the form of benefit payment cannot be amended except as provided in Article V.

ARTICLE IV. PARTICIPANTS’ ACCOUNTS; INVESTMENT MEASUREMENTS

For each director who elects to participate in the Plan (a “Participant”), the Company shall establish and maintain a memorandum account (for bookkeeping purposes only) which shall be used to measure the benefits to be paid hereunder. The deferred compensation shall be measured as if it had been invested in shares of common stock (“Common Stock”) of MASSBANK Corp. Any dividends paid on Common Stock shall be treated as reinvested in such shares.

The following credits shall be made to each Participant’s account:

a. All compensation deferred pursuant to the Plan.

b. The increase in value of shares of Common Stock and any dividends paid thereon.

The following debits shall be made to each Participant’s account:

a. The decrease in value of shares of Common Stock.

b. Any payments made under the Plan to the Participant or his/her beneficiaries.

ARTICLE V. BENEFIT PAYMENTS OTHER THAN DEATH BENEFITS

Except as provided in the last paragraph of this Article, a Participant shall be entitled to elect to receive benefits under the Plan as soon as practicable after either (i) the Participant’s attaining age 72, or (ii) his/her termination as a director of both the Company and the Bank.

At the election of the Participant, benefits shall be paid either in one lump sum or in quarterly installments over a five (5) year period. If a lump sum is elected, the benefit payable shall be the balance of the Participant’s account under the Plan on the payment date. If installment payments are elected, the first installment shall equal 1/20 of the account balance on the payment date, and each installment thereafter shall be calculated by multiplying the account balance on the payment date by a fraction of which the numerator is one and the denominator is one whole number less than the denominator of the fraction used in calculating the immediately preceding quarterly installment payment. All distributions shall be made in shares of Common Stock.

The election of the form and timing of benefit payment is to be made on the first deferred compensation election form submitted by a Participant pursuant to Article III. Such election shall apply to all compensation deferred under the Plan and cannot be changed. Notwithstanding the foregoing, in 2005, each Participant may submit a new election with regard to the form and timing of his/her benefit payment.

Notwithstanding the foregoing, in the event the Company or its assets are merged or acquired, payment of all account balances shall promptly be made to all Participants in one lump sum in cash.

ARTICLE VI. DEATH BENEFITS

In the event of the death of a Participant while amounts are held for his/her benefit under the Plan and regardless of whether installment payments have been elected or have commenced, a death benefit shall be paid as soon as practicable to his/her beneficiaries in one lump sum in shares of Common Stock. The amount of the death benefit shall be the balance of the Participant’s account under the Plan on the payment date.

Each Participant shall have the right to designate beneficiaries who are to succeed to his/her right to receive payments in the event of his/her death. In the case of a failure of a Participant to designate a beneficiary or of the death of a designated beneficiary without a designated successor, the death benefit shall be paid to the Participant’s estate. No designation of beneficiaries shall be valid unless in writing signed by the Participant, dated and filed with the Company. Beneficiaries may be changed without the consent of any prior beneficiaries.

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ARTICLE VII. NATURE OF PARTICIPANTS’ INTERESTS

The Plan is intended to constitute an unfunded deferred compensation arrangement for a select group of management. The Participants shall have no right, title or interest whatsoever in or to any investments which the Company may make to aid it in meeting its obligations under the Plan. All such investments shall at all times remain solely the Company’s property. To the extent that any person acquires a right to receive payments from the Company under the Plan, no such right shall be greater than an unsecured general creditor of the Company. All payments to be made hereunder shall be paid from the general funds of the Company, and no special or separate fund shall be established, and no segregation of assets shall be made, to assure payments of such amounts.

ARTICLE VIII. AMENDMENT, SUSPENSION AND TERMINATION OF PLAN

The Company’s Board of Directors reserves the right at any time to amend, suspend or terminate the Plan in whole or in part, for any reason, without the consent of any Participant or beneficiary. No such amendment shall decrease any interest of any Participant or beneficiary existing immediately prior to such amendment. No amendment or termination of the Plan shall result in any acceleration of payment of benefits to the Participants unless otherwise permitted by Section 409A of the Code and the guidance issued thereunder.

ARTICLE IX. GENERAL

The benefit payments described in Articles V and VI are the only benefits payable under the Plan, and the Participants and their beneficiaries are responsible for any federal, state or local income taxes that may be due thereon. Any income tax benefits the Company may derive from deducting these benefit payments when made shall not be passed through to the Participants and their beneficiaries.

To the extent permitted by law, the right of any Participant or any beneficiary to any benefit hereunder shall not be subject in any manner to attachment or other legal process for the debts of such Participant or beneficiary; and any such benefit shall not be subject to anticipation, alienation, sale, transfer, assignment or encumbrance.

Nothing contained in the Plan and no action taken pursuant to its provisions shall create or be construed to create a trust of any kind or a fiduciary relationship between the Company and any Participant or any other person. The Company shall not be considered a trustee by reason of the Plan.

Nothing contained in the Plan and no action taken pursuant to its provisions shall create or be construed to create an agreement of employment or as giving or conferring on any Participant the right to continue service on the Company’s or the Bank’s Board of Directors.

The Plan shall be binding upon and inure to the benefit of the Company, the Bank, the successors and assigns of either of them and each Participant and his/her respective heirs, personal representatives and beneficiaries.

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The Plan shall be construed in accordance with and governed by the laws of the Commonwealth of Massachusetts.

IN WITNESS WHEREOF, the Company has caused the amendment and restatement of the Plan to be executed by its officer thereunto duly authorized as of August 10, 2005.

MASSBANK Corp.
By:	/s/ Reginald E. Cormier
Its:	Senior Vice President, Treasurer and Chief Financial Officer

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EX-10.6.1

EXHIBIT 10.6.1

MASSBANK

TERMS AND CONDITIONS OF DEFERRED COMPENSATION PROGRAM

AMENDED AND RESTATED AS OF JANUARY 1, 2005

1. Eligibility in the Program shall be limited to the employees of MassBank (the “Bank”) designated by the Board of Directors from time to time (the “Participants”).

2.	(a)	Each Participant who is actively employed by the Bank on October 31, beginning October 31, 1994, shall receive a deferred compensation award in an amount equal to 20% of his Taxable Compensation during the prior twelve-month period that is in excess of the IRC Section 401(a)(17) annual compensation limit. Each Participant may also receive additional awards approved by the Board of Directors from time to time. All amounts awarded to a Participant under this Paragraph 2(a) shall be credited to a separate book account (a “Deferred Compensation Account”) in his name as of October 31 of each year.
	(b)	The term “Taxable Compensation” shall mean the eligible Participant’s annual compensation paid by the Bank and recognized as such under the Bank’s qualified retirement plan (“SBERA”), but without regard to the IRC Section 401(a)(17) annual compensation limit or any indirect noncash compensation and contributions to this Program.
	(c)	The IRC Section 401(a)(17) annual compensation limit is $235,840 for the year ending October 31, 1994, and $150,000 for the year ending October 31, 1995, as adjusted by the Secretary for increases in the cost-of-living in accordance with Section 401(a)(17)(B) of the Internal Revenue Code of 1986, as amended (the “Code”). The IRS Section 401(a)(17) annual compensation limit is $200,000 for the year ending October 31, 2003. Such limit is adjusted by the Secretary for increases in the cost-of-living in accordance with Section 401(a)(17)(B) of the Code.

3. The amount standing to the credit of a Participant’s Deferred Compensation Account shall be deemed invested in one or more the mutual funds chosen by the Participant from time to time in accordance with such rules and regulations adopted by the Administrator. On and after January 1, 2005, the Administrator shall establish two accounts for each Participant: one account to track amounts deferred and vested as of December 31, 2004 (“Pre-2005 Deferred Compensation Account”) and one account to track amounts deferred or vested after December 31, 2004 (“Post-2004 Deferred Compensation Account”). From time to time and no less often than once a year, the amount standing to the credit of a Participant’s Deferred Compensation Accounts shall be adjusted on an equitable basis for deemed earnings or losses. The reasonable determination of such adjustment by the Administrator shall be conclusive and binding on all Participants and their beneficiaries.

4. During his period of active employment, no Participant shall have any rights to the amounts which he has been awarded hereunder. Participation in the Program, and any actions taken pursuant to the Program, shall not create or be deemed to create a trust or fiduciary relationship of any kind between the Bank and the Participant. The Bank may, but shall have no obligation to, establish any separate fund, reserve, or escrow or to provide security with respect to any amounts awarded under the Plan. Any assets of the Bank which are set aside in any separate fund, reserve or escrow shall continue for all purposes to be a part of the general assets of the Bank, with title to the beneficial ownership of any such assets remaining at all times in the Bank. No Participant, his legal representatives, or any of his beneficiaries shall have any right, other than the right of an unsecured general creditor of the Bank, in respect of the Deferred Compensation Accounts established hereunder, and such persons shall have no property interest whatsoever in any specific assets of the Bank.

5.	(a)	Except as otherwise provided in Paragraph 6 below, upon the termination of a Participant’s employment with the Bank, the Participant shall be entitled to receive a percentage of the amount standing to the credit of his Deferred Compensation Accounts. Such percentage shall be calculated according to the vesting schedule provided in SBERA.
	(b)	Payment of the Participant’s Pre-2005 Deferred Compensation Account shall be made in a lump sum within 60 days of the Participant’s termination of employment. Payment of the Participant’s Post-2004 Deferred Compensation Account shall be made in a lump sum in the seventh month after the Participant’s termination of employment. The vested amount standing to the credit of the Participant’s Deferred Compensation Accounts as of the preceding October 31 shall be adjusted for earnings or losses based on the total investment return on the Participant’s investment choice from November 1 of the year of termination until the end of the month immediately preceding the date of distribution. Such payment shall completely discharge the Bank’s obligation under the Program and the Participant shall forfeit the non-vested portion of his Deferred Compensation Accounts. The Board of Directors of the Bank (the “Board”) shall have full power and discretion to award additional vesting to any Participant.

6. Notwithstanding anything to the contrary contained herein, in the event of a good faith determination by the Board that a Participant (a) committed fraud in respect of any matter involving the Bank in any respect whatsoever, (b) misappropriated an asset or assets of the Bank, whether tangible or intangible, (c) committed gross misconduct, or (d) has been convicted of a crime involving moral turpitude, then the Participant shall immediately forfeit all rights to amounts credited to such Participant’s Deferred Compensation Accounts, and the Participant, his estate, or beneficiaries shall have no further rights with respect thereto or any claims against the Bank under this Program.

7. Any distribution of deferred compensation payments will be reduced by the amounts required to be withheld pursuant to any governmental law or regulation with respect to taxes or similar provisions.

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8. If a Participant who has deferred compensation under the Program dies before he has received full payment of the amount credited to his account, such unpaid portion shall be paid to the Participant’s beneficiary as designated by the Participant in writing. If no beneficiary has been designated or if a designated beneficiary has predeceased the Participant, such unpaid portion shall be paid to the Participant’s surviving spouse, if any; otherwise to the Participant’s estate.

9. The deferred compensation payable under this Program shall not be subject to alienation, assignment, garnishment, execution, or levy of any kind, and any attempt to cause any compensation to be so subjected shall not be recognized.

10. All expenses incurred, or taxes paid by the Bank, and attributable to a Participant’s Deferred Compensation Accounts shall be borne by the Bank and shall not reduce the amount credited to such Deferred Compensation Accounts.

11. Nothing in this Program shall be construed as giving any Participant the right to be retained in the employ of the Bank in any capacity. The Bank expressly reserves the right to dismiss any employee, at any time, without liability for the effect which such dismissal may have upon such employee hereunder.

12. This Program may be amended in any way or may be terminated, in whole or in part, at any time, and from time to time, by the Board. The foregoing provisions of this paragraph notwithstanding, no amendment or termination of the Program shall adversely affect the amounts payable hereunder on account of compensation awarded under the Program prior to the effective date of such amendment or termination. No amendment or termination of the Program shall result in any acceleration of payment of benefits to the Participants unless otherwise permitted by Section 409A of the Code and the guidance issued thereunder.

13. The Board shall delegate the administration of this Program to an individual who shall serve as the Administrator. The Administrator shall have full power and authority to interpret, construe, and administer this Program, and the Administrator’s interpretations and construction thereof, and actions hereunder, including any determination of any amount credited or charged to the Participant’s Deferred Compensation Accounts or the amount or recipient of any payment to be made therefrom, shall be binding and conclusive on all persons for all purposes.

14. All notices, elections, or designations by a Participant to the Bank shall be delivered in person or by registered mail, postage prepaid, and noted to be brought to the attention of the Administrator.

15. The terms of this Program shall be binding upon and shall inure to the benefit of the Bank and its successors or assigns and each Participant and his beneficiaries, heirs, executors, and administrators.

16. Subject to its obligation to pay the amount credited to the Participant’s Deferred Compensation Accounts at the time distribution is called, neither the Bank, any person acting on behalf of the Bank nor the Administrator shall be liable for any act performed or the failure to perform any act with respect to the terms of the Program, except in the event that there has been a judicial determination of willful misconduct on the part of the Bank, such person or the Administrator.

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17. This Program, and all actions taken hereunder, shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, except as such laws may be superseded by any applicable Federal laws.

18. This Program shall be effective as of October 31, 1994. It is hereby restated as of January 1, 2005 to comply with Section 409A of the Code.

19.	(a)	All claims for benefits under this Program shall be filed in writing with the Administrator in accordance with such procedures as the Administrator shall reasonably establish.
	(b)	The Administrator shall, within 90 days of submission of a claim, provide adequate notice in writing to any claimant whose claim for benefits under the Program has been denied. Such notice shall contain the specific reason or reasons for the denial and references to specific Program provisions on which the denial is based. The Administrator shall also provide the claimant with a description of any material or information which is necessary in order for the claimant to perfect his claim and an explanation of why such information is necessary. If special circumstances require an extension of time for processing the claim, the Administrator shall furnish the claimant a written notice of such extension prior to the expiration of the 90-day period. The extension notice shall indicate the reasons for the extension and the expected date for a final decision, which date shall not be more than 180 days from the initial claim.
	(c)	The Administrator shall, upon written request by a claimant within 60 days of receipt of the notice that his claim has been denied, afford a reasonable opportunity to such claimant for a full and fair review by the Administrator of the decision denying the claim. The Administrator will afford the claimant an opportunity to review pertinent documents and submit issues and comments in writing. The claimant shall have the right to be represented.
	(d)	The Administrator shall, within 60 days of receipt of a request for a review, render a written decision on his review. If special circumstances require extra time for the Administrator to review his decision, the Administrator will attempt to make his decision as soon as practicable, and in no event will the Administrator take more than 120 days to send the claimant a written notice of his decision.

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