<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                    FORM 10-K

          [x]          ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

                 For the fiscal year ended December 31, 2000
                                      OR
          [ ]        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

          For the transition period from______________to____________

                         Commission File Number 0-15137

                                 MASSBANK Corp.
             (Exact name of registrant as specified in its charter)

              Delaware                                    04-2930382
    (State or other jurisdiction of                    (I.R.S. Employer
     incorporation or organization)                   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

           Securities registered pursuant to Section 12(b) of the Act:
                                      None

           Securities registered pursuant to Section 12(g) of the Act:
                     Common Stock, par value $1.00 per share
                                (Title of Class)

     Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.  Yes [X]       No [ ]

      Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

     The aggregate market value of the voting stock held by non-affiliates of
the registrant, based on the closing price for the registrant's common stock on
March 9, 2001 as reported by NASDAQ, was $93,017,288.

     As of March 9, 2001, there were 3,146,243 shares of the registrant's common
stock outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

     Portions of MASSBANK Corp.'s 2000 Annual Report to Stockholders are
incorporated by reference in Parts I, II, III and IV of this Form 10-K. Portions
of the Definitive Notice of Annual Meeting and Proxy Statement for the 2001
Annual Meeting of Stockholders are incorporated by reference into Part III of
this Form 10-K.



<PAGE>   2


Cautionary Statement.
     Certain statements contained in this report or incorporated herein by
reference are "forward-looking statements." We may also make written statements
in other documents we file with the Securities and Exchange Commission ("SEC"),
in our annual reports to stockholders, in press releases and other written
materials, and in oral statements made by our officers, directors or employees.
You can identify forward-looking statements by the use of the words "believe,"
"expect," "anticipate," "intend," "estimate," "assume" and other similar
expressions which predict or indicate future events and trends and which do not
relate to historical matters. You should not rely on forward-looking statements,
because they involve known and unknown risks, uncertainties and other factors,
some of which are beyond the control of the Company. These risks, uncertainties
and other factors may cause the actual results, performance or achievements of
the Company to be materially different from the anticipated future results,
performance or achievements expressed or implied by the forward-looking
statements.

     Some of the factors that might cause these differences include the
following: fluctuations in interest rates, price volatility in the stock and
bond markets, inflation, government regulations and economic conditions and
competition in the geographic and business areas in which the Company conducts
its operations, and increases in loan defaults. You should carefully review all
of these factors, and you should be aware that there may be other factors that
could cause these differences. These forward-looking statements were based on
information, plans and estimates at the date of this report, and we do not
promise to update any forward-looking statements to reflect changes in
underlying assumptions or factors, new information, future events or other
changes.


                                     PART I

Item 1.  Business
                           Business of MASSBANK Corp.

General
     MASSBANK Corp. (sometimes referred to as the "Company") is a general
business corporation incorporated under the laws of the State of Delaware on
August 11, 1986. MASSBANK Corp. was organized for the purpose of becoming the
holding company for MASSBANK (the "Bank"). The Company is a one-bank holding
company registered with the Board of Governors of the Federal Reserve System
(the "Federal Reserve Board") under the Bank Holding Company Act of 1956, as
amended. As of and since December 2, 1986, the effective date of the
reorganization whereby MASSBANK Corp. became the holding company for the Bank,
the Bank has been a wholly owned subsidiary of MASSBANK Corp. The only office of
MASSBANK Corp., and its principal place of business, is located at the main
office of the Bank at 123 Haven Street, Reading, Massachusetts 01867.

     MASSBANK Corp. currently has no material assets other than its investment
in the Bank. The Company's primary business, therefore, is managing its
investment in the stock of the Bank. MASSBANK Corp. is classified by the
Commonwealth of Massachusetts as a securities corporation for tax purposes which
restricts its business to buying, selling, dealing in, or holding securities on
its own behalf. In the future, MASSBANK Corp. may become an operating company or
acquire banks or companies engaged in bank-related activities. In addition,
MASSBANK Corp. may elect to become a financial holding company and to engage in
activities permissible to financial holding companies. See "Supervision and
Regulation of the Company and its subsidiaries."



                                       2
<PAGE>   3


     The principal sources of revenues for MASSBANK Corp. are dividends from the
Bank and, to a lesser extent, interest income received from its interest-
bearing bank deposits. These revenues are used primarily for the payment of
dividends to stockholders and for the purchase of stock pursuant to the
Company's stock repurchase program. MASSBANK Corp.'s only assets at December 31,
2000 were represented by its investment in the Bank of $108.0 million and other
assets of $0.8 million. The Company's liabilities consisted of loan indebtedness
of $0.3 million and other liabilities of $0.3 million. The proceeds of the loan
were used to purchase shares of the Company's common stock for the Employee
Stock Ownership Plan ("ESOP"). See Note 17 to the Consolidated Financial
Statements for Parent Company only financial information. At December 31, 2000
MASSBANK Corp. on a consolidated basis had total assets of $938.7 million,
deposits of $823.6 million, and stockholders' equity of $108.2 million which
represents 11.5% of total assets. Book value per share at December 31, 2000
stood at $34.25, an all time high, as opposed to $30.65 at the end of 1999.

     The Company does not own or lease any real or personal property. Instead it
intends to utilize during the immediate future the premises, equipment and
furniture of the Bank without the direct payment of rental fees to the Bank.

Competition
     The primary business of MASSBANK Corp. currently is the ongoing business of
the Bank. Therefore, the competitive conditions faced by MASSBANK Corp.
currently are the same as those faced by the Bank. See "Business of MASSBANK -
Competition." In addition, many banks and financial institutions have formed
holding companies. It is likely that these holding companies will attempt to
acquire commercial banks, thrift institutions or companies engaged in
bank-related activities. MASSBANK Corp. would face competition in undertaking
any such acquisitions and in operating any such entity subsequent to its
acquisition.

Employees
     MASSBANK Corp. does not employ any persons; its management also serves as
management of, and is paid by, the Bank.  See "Item 10 - Directors and
Executive Officers of the Registrant."  MASSBANK Corp. utilizes the support
staff of the Bank from time to time and does not pay any separate salaries or
expenses in connection therewith.

Dividends
     MASSBANK Corp. paid total cash dividends of $1.185 per share in 2000
compared to $1.11 per share in 1999 and $1.02 per share in 1998. The Company's
dividend payout ratios (cash dividends paid divided by net income) for 2000,
1999 and 1998 were 34%, 33% and 33%, respectively.

Stock Repurchase Program
     During 2000, the Company continued its aggressive program of share
repurchases by purchasing 191,100 shares of its common stock pursuant to its
stock repurchase program. The Company's most recent repurchase program was
completed as of year end 2000. On January 17, 2001 the Company's Board of
Directors approved a further repurchase program authorizing the Company to
repurchase up to 150,000 shares of its common stock in the open market or in
private transactions over the next twelve months.



                                       3
<PAGE>   4

                              Business of MASSBANK

General
     MASSBANK is a Massachusetts-chartered savings bank founded in 1872 as the
Melrose Savings Bank. In 1983, the Reading Savings Bank was merged with and into
the Melrose Savings Bank and the name of the resulting institution was changed
to MASSBANK for Savings. In 1986, the Bank converted from mutual to stock form
of ownership. In 1996, the name of the bank was changed from "MASSBANK for
Savings" to "MASSBANK".

     The Bank is primarily engaged in the business of attracting deposits from
the general public through its fifteen full service banking offices in Reading,
Chelmsford, Dracut, Everett, Lowell, Medford, Melrose, Stoneham, Tewksbury,
Westford and Wilmington, and originating residential and commercial real estate
mortgages, construction loans, commercial loans, and a variety of consumer
loans. The Bank invests a significant portion of its funds in U.S. Treasury and
Government agency securities, mortgage-backed securities, federal funds sold,
and other authorized investments. The Bank also invests a portion of its funds
in equity securities traded on a national securities exchange or quoted on the
NASDAQ System. The Bank's earnings depend largely upon net interest income,
which is the difference between the interest and dividend income derived by the
Bank from its loans and investments and the interest paid by the Bank on its
deposits and borrowed funds. The Company's earnings results are also affected by
the provision for loan losses; non-interest income, such as fee-based revenues
and net securities gains or losses; non-interest expense; and income taxes.

     The Bank's deposits are insured to applicable limits by the Bank Insurance
Fund ("BIF") of the Federal Deposit Insurance Corporation (the "FDIC") and
excess deposit accounts are insured by the Depositors Insurance Fund of
Massachusetts ("DIF"), a private industry-sponsored deposit insurer.

     The Bank recognizes that loan and investment opportunities change over time
and that yields derived from such opportunities can vary significantly even when
the risks associated with those opportunities are comparable. By developing a
relatively liquid loan and investment portfolio, the Bank has attempted to
position itself so as to be able to take advantage of these changing
opportunities. Consequently, the Bank expects that the relative mix of its loan
and investment portfolios will change over time in response to changing market
conditions.



                                       4
<PAGE>   5

Market Area
     The Bank is headquartered in Reading, Massachusetts, which is located
approximately 15 miles north of Boston. The Bank's market area includes a
significant portion of eastern Massachusetts and is served by a network of 15
branch offices located on a broad arc stretching from Melrose and Everett in the
south, Dracut in the north, and Westford in the west.

     The Bank's general market area consists of the municipalities in which it
operates banking offices and all of the contiguous cities and towns.

     The Bank currently operates banking offices in the municipalities of
Chelmsford, Dracut, Everett, Lowell, Medford, Melrose, Reading, Stoneham,
Tewksbury, Westford and Wilmington.

Lending Activities
     The Bank's net loan portfolio totaled $307.6 million at December 31, 2000.

The following table sets forth information concerning the Bank's loan portfolio
by type of loan at the dates shown:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
(In thousands) At December 31,       2000         1999         1998         1997         1996
-----------------------------------------------------------------------------------------------
<S>                               <C>          <C>          <C>          <C>          <C>
Mortgage loans:
  Residential:
    Conventional                  $ 269,859    $ 286,429    $ 280,681    $ 243,482    $ 216,832
    FHA and VA                          471          740        1,181        1,843        2,515
  Commercial                          3,117        2,471        2,257        3,861        4,121
  Construction                          683          232          730          492        1,388
-----------------------------------------------------------------------------------------------
      Total mortgage loans          274,130      289,872      284,849      249,678      224,856
  Premium on loans                      105          159          259          343          325
  Deferred mortgage loan
         origination fees            (1,284)      (1,451)      (1,454)      (1,223)      (1,042)
-----------------------------------------------------------------------------------------------
      Mortgage loans, net           272,951      288,580      283,654      248,798      224,139
-----------------------------------------------------------------------------------------------
Other loans:
  Consumer:
    Installment                       1,829        1,418        1,547        2,199        1,967
    Guaranteed education              6,266        7,037        7,967        8,934        9,729
    Other secured                     1,169        1,318        1,366        1,600        1,611
    Home equity lines of credit      12,624       11,737       10,159       10,470       11,316
    Unsecured                           224          225          235          266          271
-----------------------------------------------------------------------------------------------
      Total consumer loans           22,112       21,735       21,274       23,469       24,894
  Commercial                         15,084       15,050           61           36          628
-----------------------------------------------------------------------------------------------
      Total other loans              37,196       36,785       21,335       23,505       25,522
-----------------------------------------------------------------------------------------------
      Total loans                   310,147      325,365      304,989      272,303      249,661
Allowance for loan losses            (2,594)      (2,555)      (2,450)      (2,334)      (2,237)
-----------------------------------------------------------------------------------------------
      Net loans                   $ 307,553    $ 322,810    $ 302,539    $ 269,969    $ 247,424
-----------------------------------------------------------------------------------------------
</TABLE>



                                       5
<PAGE>   6

     The following table shows the maturity distribution and interest rate
sensitivity of the Bank's loan portfolio at December 31, 2000:

                         Maturity/Scheduled Payments (1)

<TABLE>
<CAPTION>
                                Within       One to      Five to       After
(In thousands)                 one year    five years   ten years    ten years       Total
-------------------------------------------------------------------------------------------
<S>                             <C>          <C>          <C>         <C>          <C>
Mortgage loans:
  Residential                   $   629      $ 9,833      $76,176     $182,527     $269,165
  Commercial & construction         214          165          492        2,915        3,786
-------------------------------------------------------------------------------------------
    Total mortgage loans            843        9,998       76,668      185,442      272,951
Other loans                      16,300        2,421        4,266       14,209       37,196
-------------------------------------------------------------------------------------------
    Total loans                 $17,143      $12,419      $80,934     $199,651     $310,147
-------------------------------------------------------------------------------------------
</TABLE>

(1) Loan amounts are accumulated as if the entire balance came due on the last
contractual payment date. Accordingly, the amounts do not reflect proceeds from
contractual loan amortization or anticipated prepayments.


     The following table shows the amounts, included in the table above, which
are due after one year and which have fixed or adjustable interest rates:

                                            Total Due After One Year

                                     Fixed           Adjustable
(In thousands)                       Rate              Rate          Total
----------------------------------------------------------------------------
Mortgage loans:
  Residential                       $229,086          $39,450       $268,536
  Commercial & construction              700            2,872          3,572
----------------------------------------------------------------------------
    Total mortgage loans             229,786           42,322        272,108
Other loans                            2,015           18,881         20,896
----------------------------------------------------------------------------
    Total loans                     $231,801          $61,203       $293,004
----------------------------------------------------------------------------

     Mortgage Lending. The Bank believes that the repayment periods of long-
term first mortgage loans, the general resistance of the public to variable rate
mortgage instruments and the highly competitive nature of the mortgage industry
require a prudent approach to mortgage lending. Consequently, as part of its
policy of generally attempting to match the maturities of its assets and its
liabilities, the Bank has kept its mortgage loan portfolio to a level at which
the Bank believes there is an acceptable risk-to-reward ratio in light of
opportunities in the market-place and its long-term objectives. The Bank's net
loan portfolio represented approximately 32.7% and 34.9% of the Company's total
assets at December 31, 2000, and 1999, respectively. The Bank realizes that this
low level of loans with respect to assets in relation to the securities
portfolio results in a reduction in yield; however, the Bank believes that this
reduction would be more than offset in risk and loss associated with lending
during periods of economic decline. In today's economic climate, the Bank would
prefer a more even mix of loans and securities. However, there remains a
tremendous amount of competition for mortgages in the Bank's area. As mortgage
rates increased in 2000 the demand for mortgages and refinancings dropped. As a
result, the Bank's mortgage activity in 2000 decreased with originations at
$33.0 million for the year, compared to $82.4 million (including a $15.0 million
commercial loan to a single borrower with AAA rated credit) the prior year. In
2000, the Bank's total loan portfolio decreased slightly to $310.1 million from
$325.4 million at year end 1999.




                                       6
<PAGE>   7

Mortgage Lending (continued)
     Loan originations come from a number of sources, including referrals from
real estate brokers, walk-in customers, purchasers of property owned by existing
customers and refinancings for existing customers. In addition to actively
soliciting loan referrals, the Bank conducts an advertising and promotion
program, directed both toward the general public and real estate professionals
who might refer potential borrowers.

     Substantially all of the real estate loans originated by the Bank during
2000 were secured by real estate located in the Bank's primary lending area,
reflecting the Bank's commitment to serve the credit needs of the local
communities in which it operates banking offices.

     The Bank makes both conventional fixed and adjustable-rate loans on one-
to-four family residential properties for a term of ten to thirty years. The
Bank currently retains all of the mortgages it originates for its own portfolio.
These are primarily 10, 12, 15 or 20 year fixed rate and adjustable rate
mortgages. The few long-term (25 or 30 year) fixed rate mortgage loans that the
Bank originates from time to time are also added to the loan portfolio.
Adjustable rate mortgage loans ("ARMs") have rates that are re-set at either 1,
3, 5 or 10 year intervals and provide a margin over various mortgage indices.

     In recent years, the Bank has instituted several new loan programs which
have been well received by customers. It instituted a program featuring a 5/1
and 7/1 year ARM product with an initial fixed rate for 5 or 7 years and a 1
year adjustable rate thereafter. A special first time home buyers program has
also been instituted featuring a discounted 7/1 ARM. This program is designed
for first-time home buyers meeting certain income and property location
criteria. The Bank has also introduced the "Home Town Advantage" mortgage
program which has produced some good results. This program offers home buyers a
(0.125) percent discount on their mortgage rate if they purchase residential
property located in one of the communities where the Bank operates a retail
branch.

     At December 31, 2000, 1-4 family residential mortgage loans totaled $269.2
million, or 86.8% of the total loan portfolio, compared to $285.9 million, or
87.9% of the total loan portfolio, at December 31, 1999. Residential mortgage
loan originations amounted to $19.9 million during 2000, down from $55.2 million
in 1999. Origination volumes are sensitive to interest rates and are affected by
the interest rate environment. The upturn in interest rates in the first half of
2000 significantly reduced the demand for mortgage refinancings in 2000.
Consequently, the Bank was not able to reach the prior year's level of
residential mortgage loan originations.

     The Bank also originates construction loans and mortgage loans secured by
commercial or investment property such as multifamily housing, strip shopping
centers, office buildings and retail buildings. At December 31, 2000, commercial
and multifamily real estate mortgages and construction loans totaled
approximately $3.8 million, or 1.2% of the total loan portfolio, compared to
$2.7 million, or 0.8% of the total loan portfolio, at December 31, 1999. In
2000, commercial and multifamily real estate mortgage loan and construction loan
originations amounted to $1.8 million.


                                       7
<PAGE>   8

Mortgage Lending (continued)
     The total amount of first mortgage loans held by the Bank at December 31,
2000 was $273.0 million as indicated in the maturity distribution table
appearing on page six. Of this amount, $42.6 million was subject to interest
rate adjustments. The remaining $230.4 million in fixed rate mortgage loans
represents 24.5% of the Company's total assets.

     Fees received for originating loans and related direct incremental loan
origination costs are offset and the resulting net amount is deferred and
amortized over the life of the related loans using the level-yield method.

     The Bank also receives fees and charges relating to existing loans,
primarily late charges and prepayment penalties.

     Other Loans. The Bank makes a variety of consumer loans and had a consumer
loan portfolio of approximately $22.1 million at December 31, 2000 representing
7.1% of the Bank's total loan portfolio. Of this amount $6.3 million or 2.0% of
the total loan portfolio are education loans made under the Massachusetts Higher
Education Assistance Corporation. The Bank may sell education loans in the
future.

     The balance of the Bank's consumer loan portfolio consists of home equity
lines of credit and installment consumer credit contracts such as automobile
loans, home improvement loans and other secured and unsecured financings. These
loans totaled $15.8 million at December 31, 2000, representing 5.1% of the
Bank's total loan portfolio.

     At December 31, 2000, the Bank also had $15.1 million in outstanding loans
to commercial enterprises not secured by real estate.

     Loan Approval. The Bank's loan approval process for all loans generally
includes a review of an applicant's financial statements, credit history,
banking history and verification of employment. For mortgage loans, the Bank
generally obtains an independent appraisal of the subject property. The Bank has
a formal lending policy approved by the Board of Directors of the Bank which
delegates levels of loan approval authority to Bank personnel. All loans in
excess of established limits require approval of the Bank's Board of Directors.

     The Bank issues commitments to prospective borrowers to make loans subject
to certain conditions for generally up to 60 days. The interest rate applicable
to the committed loans is usually the rate in effect at the time the application
fee is paid. At December 31, 2000, the Bank had issued commitments on
residential first mortgage loans totaling $1,920,000, and had commitments to
advance funds on construction loans and unused credit lines, including unused
portions of home equity lines of credit, of $421,000 and $30,918,000,
respectively.

     Loan Delinquencies. It is the Bank's policy to manage its loan portfolio so
as to recognize problem loans at an early stage and thereby minimize loan
losses. Loans are considered delinquent when any payment of principal or
interest is 30 days or more past due. The Bank generally commences collection
procedures, however, when accounts are 15 days past due. It is the Bank's
practice to generally discontinue accrual of interest on all loans for which
payments are 90 days or more past due. Loans delinquent for 90 or more days, as
shown in the table on the following page, totaled $565,000 at December 31, 2000.


                                       8
<PAGE>   9


Real Estate Acquired through Foreclosure.
     Real estate acquired through foreclosure is comprised of foreclosed
properties where the Bank has actually received title and loans determined to be
substantially repossessed. Real estate loans that are substantially repossessed
include only those loans for which the Bank has taken possession of the
collateral but has not completed legal foreclosure proceedings. Loan losses
arising from the acquisition of such properties are charged against the
allowance for loan losses. Real estate acquired through foreclosure is recorded
at the lower of the carrying value of the loan or the fair value of the property
constructively or actually received, less estimated costs to sell the property
following foreclosure. Operating expenses and any subsequent provisions to
reduce the carrying value to fair value are charged to current period earnings.
Gains and losses upon disposition are reflected in earnings as realized. As of
year-end 2000, MASSBANK had no real estate acquired through foreclosure on its
balance sheet.


Non-Performing Assets
     The following table shows the composition of non-performing assets at the
dates shown:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
(In thousands) At December 31,                     2000      1999      1998      1997      1996
------------------------------------------------------------------------------------------------
<S>                                              <C>       <C>        <C>       <C>       <C>
Nonaccrual loans:
  Mortgage loans:
    Residential:
      Conventional                               $  386    $  655     $  845    $1,536    $1,468
      FHA and VA                                      8        --         --         9        13
    Commercial                                       --        --         --        --        --
  Consumer                                          171       140        159       226       120
------------------------------------------------------------------------------------------------
    Total nonaccrual loans                          565       795      1,004     1,771     1,601
------------------------------------------------------------------------------------------------
Real estate acquired through foreclosure:
  Residential:
    Conventional                                     --        62         86        --       503
------------------------------------------------------------------------------------------------
    Total real estate acquired through
     foreclosure                                     --        62         86        --       503
------------------------------------------------------------------------------------------------
     Total non-performing assets                 $  565    $  857     $1,090    $1,771    $2,104
------------------------------------------------------------------------------------------------
Percent of non-performing loans to total loans     0.18%     0.24%      0.33%     0.65%     0.64%
Percent of non-performing assets to total assets   0.06%     0.09%      0.12%     0.19%     0.24%


     The reduction in interest income associated with nonaccrual loans is as
follows:
------------------------------------------------------------------------------------------------

(In thousands) Years Ended December 31,            2000       1999      1998      1997      1996
------------------------------------------------------------------------------------------------
  Interest income that would have been
    recorded under original terms                $   48    $   64     $   84    $  163    $  149
  Interest income actually recorded                  36        51         61        97        78
------------------------------------------------------------------------------------------------
  Reduction in interest income                   $   12    $   13     $   23    $   66    $   71
------------------------------------------------------------------------------------------------
</TABLE>


                                       9
<PAGE>   10

Allowance for Loan Losses.
     The Bank maintains an allowance for probable losses that are inherent in
the Bank's loan portfolio. The allowance for loan losses is increased by
provisions charged to operations based on the estimated loan loss exposure
inherent in the portfolio. Management uses a methodology to systematically
measure the amount of estimated loan loss exposure inherent in the portfolio for
purposes of establishing a sufficient allowance for loan losses. The methodology
includes three elements: an analysis of individual loans deemed to be impaired
in accordance with the terms of SFAS 114, general loss allocations for various
loan types based on loss experience factors and an unallocated allowance which
is maintained based on management's assessment of many factors including the
risk characteristics of the portfolio, concentrations of credit, current and
anticipated economic conditions that may effect the borrower's ability to pay,
and trends in loan delinquencies and charge-offs. Realized losses, net of
recoveries, are charged directly to the allowance. While management uses the
information available in establishing the allowance for loan losses, future
adjustments to the allowance may be necessary if economic conditions differ from
the assumptions used in making the evaluation. In addition, various regulatory
agencies, as an integral part of their examination process, periodically review
the Bank's allowance for loan losses. Such agencies may require the Bank to
recognize additions to the allowance based on judgments different from those of
management.

The following table sets forth the activity in the allowance for loan losses
during the years indicated:


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------
(In thousands) Years ended December 31,          2000        1999        1998        1997        1996
------------------------------------------------------------------------------------------------------
<S>                                            <C>         <C>         <C>         <C>         <C>
Balance at beginning of year                   $ 2,555     $ 2,450     $ 2,334     $ 2,237     $ 2,529
Glendale Co-Operative Bank acquisition              --          --          --         105          --
Provision for loan losses                           60         140         193         260         160

Charge-offs:
                   Residential real estate          --         (62)        (81)       (221)       (480)
                   Consumer loans                  (24)        (14)        (22)        (12)        (25)
                   Other loans                      --          --          --         (94)        (37)

Recoveries:
                   Residential real estate           2          39          17          34          83
                   Commercial real estate           --          --          --          20          --
                   Consumer loans                    1           2           6           1           7
                   Other Loans                      --          --           3           4          --
------------------------------------------------------------------------------------------------------
Net charge-offs                                    (21)        (35)        (77)       (268)       (452)
------------------------------------------------------------------------------------------------------
Balance at end of year                         $ 2,594     $ 2,555     $ 2,450     $ 2,334     $ 2,237
------------------------------------------------------------------------------------------------------

Net loan charge offs as a percent of average
  loans outstanding during the period             0.01%       0.01%       0.03%       0.10%       0.18%
Allowance for loan losses as a percent
  of total loans outstanding at year-end          0.84%       0.79%       0.80%       0.86%       0.90%
Allowance for loan losses as a percent
  of nonaccrual loans                            459.1%      321.4%      244.0%      131.8%      139.7%

------------------------------------------------------------------------------------------------------
</TABLE>




                                       10
<PAGE>   11

Investment Activities
      The Bank believes that investment opportunities in United States
Government, corporate and other securities are at times more attractive than the
opportunities present in the loan market. As compared to loans, these
investments of the Bank are generally shorter-term and hence more liquid, are
subject to lower risk of loss, and present an opportunity for appreciation. In
addition, these investments often permit the Bank to better match the maturities
of its assets and its liabilities.

     The Bank's investment portfolio is managed by its officers in accordance
with an investment policy approved by the Bank's Board of Directors. The
objectives of that policy are to provide a level of liquidity, earnings and
diversification consistent with the exercise of prudent investment judgment. The
policy authorizes the senior management of the Bank to make and execute
investment decisions and requires that those persons report all investment
transactions to the Bank's Board of Directors at each of its regular meetings.
In addition, management is required to report all gains or losses on all
securities transactions at each meeting of the Bank's Board of Directors.
Purchases and sales of securities by the Bank are generally required to be made
on a competitive basis and all investments must be permitted by applicable law.

     The Bank invests in a wide variety of securities and obligations,
including: Federal funds sold (which are sold only to institutions included on
the Bank's internally-prepared approved list of adequately capitalized
institutions); commercial paper and bankers' acceptances; United States Treasury
and Government agency obligations; United States agency guaranteed and other
mortgage-backed securities; investment grade corporate debt securities
(generally limited to those rated A or better by Standard & Poor's); mutual
funds; and equity securities traded on a national securities exchange or quoted
on the NASDAQ System.

     Under the investment policy management determines the appropriate
classification of securities at the time of purchase. Those securities that the
Company has the intent and the ability to hold to maturity are classified as
securities held to maturity and are carried at amortized historical cost.

     Those securities held for indefinite periods of time and not intended to be
held to maturity are classified as available for sale. Securities held for
indefinite periods of time include securities that management intends to use as
part of its asset/liability management strategy and that may be sold in response
to changes in market conditions, interest rates, changes in prepayment risk, the
need to increase regulatory capital and other factors. Income on debt securities
available for sale is accrued and included in interest and dividend income. The
specific identification method is used to determine realized gains or losses on
sales of securities available for sale which are also reported in non-interest
income under the caption "gains on securities, net." When a security suffers a
loss in value which is considered other than temporary, such loss is recognized
by a charge to earnings.



                                       11
<PAGE>   12

Investment Activities (continued)
     Investments classified as trading securities are stated at market with
unrealized gains or losses included in earnings. Income on trading securities is
accrued and included in interest and dividend income. All of the Company's
mortgage-backed securities are currently classified as available for sale. At
times of low loan demand, short-term mortgage-backed securities may be used as
substitutes for loans as certain of their financial characteristics are very
similar to short-term mortgage loans.

     At December 31, 2000, the Company's investments, which consist of
securities held to maturity, securities available for sale (including
mortgage-backed securities), trading securities, short-term investments, term
federal funds sold and interest-bearing deposits in banks totaled $607.1
million, representing 64.7% of the Company's total assets.



                                       12
<PAGE>   13

     The following table sets forth the composition of the Company's investment
portfolio as of the dates indicated:

                              Investment Portfolio

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------
(In thousands) At December 31,                     2000        1999         1998
---------------------------------------------------------------------------------
<S>                                              <C>         <C>         <C>
  Federal funds sold:
    Overnight federal funds                      $112,711    $ 86,211    $123,207
    Term federal funds                             30,000          --      25,000
---------------------------------------------------------------------------------
      Total federal funds sold                    142,711      86,211     148,207
  Money market funds                                  131      24,717      24,569
  Interest-bearing deposits in bank                 1,678       3,841       2,033
---------------------------------------------------------------------------------
      Total federal funds sold and other
        short-term investments                   $144,520    $114,769    $174,809
---------------------------------------------------------------------------------
      Percent of total assets                        15.4%       12.4%       18.5%
---------------------------------------------------------------------------------

(In thousands) At December 31,                       2000        1999        1998
---------------------------------------------------------------------------------
Securities held to maturity: (a)
    Other bonds and obligations                  $    230    $    230    $    354
---------------------------------------------------------------------------------
      Total securities held to maturity               230         230         354

Securities available for sale: (b)
    U.S. Treasury obligations                     126,456     137,615     114,981
    U.S. Government agency obligations              9,133      16,015       8,992
    Marketable equity securities                   19,750      21,537      21,580
    Mortgage-backed securities                    287,213     282,335     272,573
---------------------------------------------------------------------------------
      Total securities available for sale         442,552     457,502     418,126

Trading securities: (b)
    U.S. Treasury obligations                      19,791       4,956      29,707
    Investments in mutual funds                         3       1,086       1,086
---------------------------------------------------------------------------------
      Total trading securities                     19,794       6,042      30,793
---------------------------------------------------------------------------------
      Total securities                           $462,576    $463,774    $449,273
---------------------------------------------------------------------------------
      Percent of total assets                        49.3%       50.2%       47.5%
---------------------------------------------------------------------------------
Total investments                                $607,096    $578,543    $624,082
Total investments as a percent of total assets       64.7%       62.6%       65.9%
---------------------------------------------------------------------------------
</TABLE>

(a)  At amortized cost.
(b)  At market value.


                                       13
<PAGE>   14



     The following tables present the amortized cost of debt securities held to
maturity and available for sale at December 31, 2000 maturing within stated
periods with the weighted average interest yield from securities falling within
the range of maturities:

                        Debt Securities Held to Maturity

                                                   Other
                                                   bonds
                                                    and
(Dollars in thousands)                           obligations (1)        Total
------------------------------------------------------------------------------
Maturing within 1 year
  Amount                                            $ 230               $ 230
  Yield                                              6.80%               6.80%
------------------------------------------------------------------------------
Total
  Amount                                            $ 230               $ 230
  Yield                                              6.80%               6.80%

Average life in years                                0.29                0.29


                       Debt Securities Available for Sale

<TABLE>
<CAPTION>
                                                  U.S.            Mortgage-
                                   U. S.          Government      backed
                                   Treasury       agency          securities (2)
(Dollars in thousands)             obligations    obligations                        Total
----------------------------------------------------------------------------------------------
<S>                                <C>            <C>             <C>               <C>
Maturing within 1 year
  Amount                           $ 81,841       $9,000          $    287          $ 91,128
  Yield                                6.20%        5.46%             6.37%             6.13%
Maturing after 1
but within 5 years
  Amount                             43,789           --             2,166            45,955
  Yield                                6.20%          --              8.61%             6.31%
Maturing after 5
but within 10 years
  Amount                                 --           --            66,188            66,188
  Yield                                  --           --              6.91%             6.91%
Maturing after 10
but within 15 years
  Amount                                 --           --           211,830           211,830
  Yield                                  --           --              6.95%             6.95%
Maturing after 15 years
  Amount                                 --          147             2,996             3,143
  Yield                                  --         8.90%             6.35%             6.47%
----------------------------------------------------------------------------------------------
Total
  Amount                           $125,630      $ 9,147          $283,467          $418,244
  Yield                                6.20%        5.52%             6.94%             6.69%
----------------------------------------------------------------------------------------------
Average life in years                  0.89         0.49
Average contractual
 maturity in years                                                   11.55
</TABLE>


                                       14
<PAGE>   15

(1)  Yields on tax exempt obligations have been computed on a tax equivalent
     basis.

(2)  Mortgage-backed securities are based on contractual maturities. Actual
     maturities will differ from contractual maturities due to scheduled
     amortization and prepayments.

     At December 31, 2000, the Company did not have an investment in any issuer
(other than securities of the U.S. Government and Government Agencies) in excess
of 10% of stockholders equity.




                                       15
<PAGE>   16

Deposits and Other Sources of Funds
     General. Deposits have been the Bank's primary source of funds for making
investments and loans. In addition to deposits, the Bank's other major sources
of funds are derived from amortization and prepayment of loans and
mortgage-backed securities, from sales or maturities of securities, and from
operations. Deposit flows can vary significantly and are influenced by
prevailing interest rates, money market conditions, economic conditions and
competition. The Bank can respond to changing market conditions and competition
through the pricing of its deposit accounts. Management can attempt to control
the level of its deposits to a significant degree through its pricing policies.
Another important factor in attracting deposits is convenience. In addition to
the Bank's fifteen conveniently located banking offices, customers can access
accounts through the Bank's Automated Teller Machine ("ATM") network. The Bank
is a member of the Transaxion ("TX"), "NYCE" and CIRRUS System, Inc. ("CIRRUS")
networks which allow access to ATMs in over 100,000 locations worldwide.

     Deposits. A substantial amount of the Bank's deposits are derived from
customers who live or work within the Bank's market area. The Bank does not
solicit deposits through any outside agents. The Bank's deposits consist of
regular, silver and smart savings accounts, special notice accounts, NOW and
Super NOW accounts, business checking accounts, money market deposit accounts,
IRA and Keogh accounts, and term deposit accounts.

     Deposits increased by $5.6 million during the twelve months ended December
31, 2000, from $818.0 million at year-end 1999 to $823.6 million at the end of
2000.

     Borrowed Funds. From time to time the Bank has obtained funds through
repurchase agreements with its customers and federal funds purchased. The Bank
also has the ability, although it has never exercised it, to borrow from the
Federal Reserve Bank and The Depositors Insurance Fund, Inc. The Bank did not
have any borrowed funds in 2000 or 1999.



                                       16
<PAGE>   17

                                    DEPOSITS

     The following table shows the composition of the deposits as of the dates
indicated:

<TABLE>
<CAPTION>
(In thousands) at December 31,            2000                   1999               1998
------------------------------------------------------------------------------------------------
                                              Percent              Percent              Percent
                                                of                   of                   of
                                    Amount   Deposits    Amount   Deposits      Amount  Deposits
<S>                                  <C>        <C>       <C>         <C>        <C>       <C>
Demand and NOW
  NOW                              $ 51,390     6.24%   $ 48,422      5.92%    $ 52,324    6.35%
  Demand accounts
   (non interest-bearing)            28,562     3.47      24,516      3.00       23,849    2.89
                                   --------   ------    --------    ------     --------  ------
    Total demand and NOW             79,952     9.71      72,938      8.92       76,173    9.24

Savings:
  Regular savings and
    special notice accounts         317,926    38.60     333,535     40.77      326,192   39.59
  Money market accounts              17,022     2.07      19,555      2.39       21,857    2.65
                                   --------   ------    --------    ------     --------  ------
    Total savings                   334,948    40.67     353,090     43.16      348,049   42.24

Time Certificates of deposit:
  Fixed rate certificates           309,245    37.54     302,423     36.97      318,491   38.65
  Variable rate certificates         99,736    12.11      90,093     11.01       82,033    9.96
                                   --------   ------    --------    ------     --------  ------
    Total time certificates
      of deposit                    408,981    49.65     392,516     47.98      400,524   48.61

Deposit acquisition premium,
  net of amortization                  (256)    (.03)       (487)     (.06)        (715)   (.09)
                                   --------   ------    --------    ------     --------  ------

    Total deposits                 $823,625   100.00%   $818,057    100.00%    $824,031  100.00%
</TABLE>


     In the following table the average amount of deposits and average rate is
shown for each of the years as indicated.


<TABLE>
<CAPTION>
(In thousands) Years Ended December 31,     2000                 1999                1998
------------------------------------------------------------------------------------------------

                                    Average   Average    Average   Average    Average   Average
                                    Balance    Rate      Balance     Rate     Balance     Rate

<S>                                <C>         <C>      <C>         <C>      <C>         <C>
NOW accounts                       $ 49,860    0.97%    $ 49,559    1.01%    $ 48,006    1.15%
Demand (non interest-bearing)
   accounts                          24,945      --       24,189      --       21,011      --
Escrow deposits of borrowers          1,151    0.21        1,185    0.19        1,142    0.18
Money market accounts                17,941    2.97       20,519    2.96       22,299    3.07
Regular savings and
   special notice accounts          325,138    3.44      333,332    3.44      327,338    3.44
Time certificates of deposit        399,554    5.81      397,935    5.19      391,816    5.57
                                   --------    ----     --------    ----     --------    ----
                                   $818,589    4.32%    $826,719    4.02%    $811,612    4.23%
</TABLE>




                                       17
<PAGE>   18

Investment Management and Trust Services
     The Bank's Trust and Investment Services Division offers a variety of
investment, trust and estate planning services and also serves as Trustee,
Executor, and Executor's Agent for bank customers.

     As of December 31, 2000 the Trust Division had approximately $33.5 million
(market value) of assets in custody and under management.

Competition
     The Bank faces substantial competition both in originating loans and in
attracting deposits. Competition in originating loans comes primarily from other
thrift institutions, commercial banks, credit unions and mortgage banking
companies. The Bank competes for loans principally on the basis of interest
rates and loan fees, the types of loans originated and the quality of services
provided to borrowers.

     In attracting deposits, the Bank's primary competitors are other thrift
institutions, commercial banks, mutual funds and credit unions located in its
market area. The Bank's attraction and retention of deposits depend on its
ability to provide investment opportunities that satisfy the requirements of
customers with respect to rate of return, liquidity, risk and other factors. The
Bank attracts a significant amount of deposits through its branch offices
primarily from the communities in which those branch offices are located. The
Bank competes for these deposits by offering competitive rates, convenient
branch and ATM locations and convenient business hours.




                                       18
<PAGE>   19

Supervision and Regulation of the Company and its Subsidiaries
     The Company and the Bank are in a heavily regulated industry.  As a
Delaware business corporation, the Company is subject to all of the federal and
state laws and regulations that apply to corporations generally, including the
federal and state securities laws and the Delaware Business Corporation Law. In
addition, as a company that owns and controls a bank, the Company is regulated
as a bank holding company, is subject to supervision, examination and regulation
by the Federal Reserve Board under the federal Bank Holding Company Act of 1956,
as amended (the "BHC Act"), and is subject to statutes, regulations and policies
administered by the Federal Reserve Board relating to, among other things,
mergers, acquisitions and changes in controlling ownership, non-bank activities
and subsidiaries, capital adequacy, the receipt and payment of dividends, and
the provision of financial and managerial support to its subsidiary bank. In
addition, the Company is subject to certain state law restrictions administered
by the Massachusetts Division of Banks (the "Division"), relating to, among
other things, the acquisition of additional banking institutions and the conduct
of nonbank activities.

     As a Massachusetts-chartered savings bank whose deposits are insured by the
"FDIC" (and, with respect to any deposits in excess of FDIC limits, by the DIF),
the Bank is subject to regulation, supervision and examination by federal and
state regulatory authorities, including the FDIC and the Division. The Bank is
also subject to certain requirements established by the Federal Reserve Board.
This framework of federal and state banking supervision and regulation is
administered primarily for the benefit of borrowers, depositors and the
respective deposit insurance funds and not for the benefit of the Bank, the
Company or its stockholders.

     The Bank is subject to extensive federal and state statutes, regulations,
policies and standards regarding virtually all aspects of its operations,
including capital adequacy, reserves, liquidity, payment of dividends,
transactions with affiliates, loans to officers, directors, principal
shareholders and their related interests, mergers, acquisitions and changes in
controlling ownership, establishment, relocation and closure of branch banking
offices, community reinvestment, equal credit opportunity, credit reporting,
real estate settlement procedures, funds availability, disclosure to consumers,
financial accounting and reporting and recordkeeping. In the event the Bank
failed to maintain adequate capital or otherwise failed to operate in accordance
with applicable federal and Massachusetts statutes, regulations or policies, the
FDIC and the Division have authority to place the Bank in receivership or
conservatorship or impose other sanctions, including but not limited to
restrictions on dividend or other payments by the Bank to the Company,
termination of the Bank's deposit insurance, restrictions on the Bank's growth,
issuance of orders to cease and desist from or to take specified actions,
assessment of money penalties, and removal of officers or directors.

     The Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA") establishes five categories of banking institutions -- in descending
order of capital adequacy: "well-capitalized," "adequately capitalized,"
"undercapitalized," significantly undercapitalized," and "critically
undercapitalized" -- and imposes certain restrictions and requires federal bank
regulatory agencies to take "prompt corrective action" with respect to banks
that are in one of the three "undercapitalized" categories. As of December 31,
2000, the Bank was "well capitalized" as defined under the prompt corrective
action guidelines issued pursuant to FDICIA. For a discussion of the Bank's
capital adequacy, see Note 14 to the Company's Consolidated Financial
Statements, on page 46.


                                       19
<PAGE>   20

Supervision and Regulation of the Company and its Subsidiaries
(continued)

     FDICIA establishes a system of risk-based deposit insurance assessments
that takes a bank's capital level and supervisory risk characteristics into
account in calculating the amount of its federal deposit insurance assessment.
In addition, FDICIA places certain restrictions on the equity investments and
other "principal" activities of all state-chartered banks, including the Bank.
FDICIA further requires the FDIC and other federal bank regulatory agencies to
establish regulatory "safety and soundness" standards to govern various aspects
of bank operations including internal controls, information systems and audit
systems, loan documentation, credit underwriting, interest rate risk exposure,
asset growth, executive compensation, asset quality, earnings and stock
valuation, as the agencies consider appropriate. The FDIC may require a bank
that is not in compliance with safety and soundness standards promulgated under
FDICIA to submit and implement a written plan to achieve compliance within a
specified time period and may impose sanctions on a bank that fails to submit
and implement an acceptable plan when required. At December 31, 2000, the Bank's
operations were in substantial compliance with all applicable safety and
soundness standards promulgated under FDICIA.

     The "Interstate Banking Act" was signed into law by President Clinton. In
1996, Massachusetts enacted legislation "opting in" to interstate branch banking
and imposing certain limitations and requirements as permitted by the
Riegle-Neal Interstate Bank and Branching Act of 1994 ("Interstate Banking
Act"). The Interstate Banking Act and the 1996 Massachusetts legislation permit
interstate branching, mergers and bank acquisitions by Massachusetts bank
holding companies and banks and permit out-of-state bank holding companies and
banks to expand their banking operations into Massachusetts by merger,
acquisition or de novo branching subject to certain regulatory approval
requirements and other limitations.

    The Gramm-Leach-Bliley Act repeals provisions of the Glass-Steagall Act:
Section 20, which restricted the affiliation of banks with firms "engaged
principally" in specified securities activities; and Section 32, which
restricted officer, director, or employee interlocks between a bank and any
company or person "primarily engaged" in specified securities activities.
Moreover, the general effect of the law is to establish a comprehensive
framework to permit affiliations among commercial banks, insurance companies,
securities firms, and other financial service providers by revising and
expanding the BHCA framework to permit a holding company system, such as the
Company, to engage in a full range of financial activities through a new entity
known as a financial holding company. "Financial activities" is broadly defined
to include not only banking, insurance, and securities activities, but also
merchant banking and additional activities that the Federal Reserve Board in
consultation with the Secretary of the Treasury, determines to be financial in
nature, incidental to such financial activities, or complementary activities
that do not pose a substantial risk to the safety and soundness of depository
institutions or the financial system generally. In sum, the Gramm-Leach-Bliley
Act permits bank holding companies that qualify and elect to be treated as a
financial holding company to engage in a significantly broader range of
financial activities than the activities described above that are not so
treated.



                                       20
<PAGE>   21

Supervision and Regulation of the Company and its Subsidiaries
(continued)

     Generally, the Gramm-Leach-Bliley Act and its implementing regulations:

     -    repeal historical restrictions on, and eliminates many federal and
          state law barriers to, affiliations among banks, securities firms,
          insurance companies, and other financial service providers;

     -    permit investment in non-financial enterprises, subject to
          significant operational, holding period and other restrictions;

     -    provide a uniform framework for the functional regulation of the
          activities of banks, savings institutions, and their holding
          companies;

     -    broaden the activities that may be conducted by national banks (and
          derivatively state banks), banking subsidiaries of bank holding
          companies, and their financial subsidiaries;

     -    require all financial institutions to provide notice of their privacy
          policies at specified times to their retail customers and customers of
          their financial products or services, and permit retail customers and
          consumers, under certain circumstances, to prohibit financial
          institutions from sharing certain nonpublic information pertaining to
          them by opting out of such sharing.

     -    establish guidelines for safeguarding the security, confidentiality
          and integrity of customer information.

     -    adopt a number of provisions related to the capitalization,
          membership, corporate governance, and other measures designed to
          modernize the Federal Home Loan Bank system;

     -    modify the laws governing the implementation of the Community
          Reinvestment Act of 1977; and

     -    address a variety of other legal and regulatory issues affecting both
          day-to-day operations and long-term activities of financial
          institutions.

     In order to elect to become a financial holding company and engage in the
new activities, a bank holding company, such as the Company, must meet certain
tests and file an election form with the Federal Reserve Board which generally
is acted on within thirty days. To qualify, all of a bank holding company's
subsidiary banks must be well-capitalized and well-managed, as measured by
regulatory guidelines. In addition, to engage in the new activities each of the
bank holding company's banks must have been rated "satisfactory" or better in
its most recent federal Community Reinvestment Act evaluation. Furthermore, a
bank holding company that elects to be treated as a financial holding company
may face significant consequences if any of its banks fail to maintain the
required capital and management ratings, including entering into an agreement
with the Federal Reserve Board which imposes limitations on its operations and
may even require divestitures. Such possible ramifications may limit the ability
of a bank subsidiary to significantly expand or acquire less than
well-capitalized and well-managed institutions. At this time, the Company has
not determined whether it will become a financial holding company.



                                       21
<PAGE>   22

     Section 24 of the Federal Deposit Insurance Act ("FDIA") generally limits
the activities as principal and equity investments of FDIC-insured,
state-chartered banks to those that are permissible for national banks. In 1999,
the FDIC substantially revised its regulations implementing Section 24 to ease
the ability of state banks to engage in certain activities not permissible for
national banks, and to expedite FDIC review of bank applications and notice to
engage in such activities. In response to a Massachusetts law enacted in 1996,
in 1997 and 1999, the Division finalized rules that generally give Massachusetts
banks, and their subsidiaries, many powers equivalent to those of national
banks. The Division also has adopted regulations and procedures expediting the
approval process for well- capitalized banks to establish branches or to engage
in certain activities.

     Further, the Gramm-Leach-Bliley Act, which includes new sections of the
National Bank Act and the FDIA governing the establishment and operation of
financial subsidiaries, permits national banks and state banks, to the extent
permitted under state law, to engage in certain new activities which are
permissible for subsidiaries of a financial holding company. In addition, it
expressly preserves the ability of national banks and state banks to retain all
existing subsidiaries. In order to form a financial subsidiary, a national bank
or state bank must be well-capitalized, and such banks would be subject to
certain capital deduction, risk management and affiliate transaction rules.
Also, the FDIC recently issued final rules governing the establishment of
financial subsidiaries by insured state nonmember banks. The final rules restate
the FDIC's position that activities that a national bank could only engage in
through a financial subsidiary, such as securities underwriting, only may be
conducted in a financial subsidiary by a state nonmember bank. However,
activities that a national bank could not engage in through a financial
subsidiary, such as real estate development or investment, will continue to be
governed by the FDIC's standard activities rules. Moreover, to mirror the
Federal Reserve Board's actions with respect to state member banks, the final
rules provide that a state bank subsidiary that engages only in activities that
the bank could engage in directly (regardless of the nature of the activities)
will not be deemed a financial subsidiary.

     From time to time the U.S. Congress and the Massachusetts Legislature adopt
legislation and the federal and state bank regulatory agencies issue regulations
and policies that may significantly affect the operations of the Bank and the
Company. No assurance can be given as to whether or when such additional
legislation, regulations or policies may be adopted or as to the effect any such
legislation, regulations or policies may have on the Company or the Bank.



                                       22
<PAGE>   23

Employees
     MASSBANK Corp. utilizes the support staff of the Bank from time to time
without the payment of any fees. No separate compensation is being paid to the
executive officers of MASSBANK Corp., all of whom are executive officers of the
Bank and receive compensation as such. As of December 31, 2000, the Bank had 117
full-time employees, including 29 officers, and 68 part-time employees. None of
the Bank's employees is represented by a collective bargaining group, and
management believes that its employee relations are good. The Bank provides its
employees with formal training in product knowledge, sales techniques, fair
lending, and motivation. In addition, each supervisor at the Bank receives
management training before assuming his or her supervisory duties and
periodically thereafter. The Bank maintains a comprehensive employee benefit
program for qualified employees that includes a qualified pension plan, an
Employee Stock Ownership Plan (ESOP), health and dental insurance, life and
long-term disability insurance and tuition assistance.

Subsidiaries
     The Bank has three wholly owned subsidiaries:  Readibank Investment
Corporation, Melbank Investment Corporation, and Readibank Properties, Inc.

     Readibank Investment Corporation and Melbank Investment Corporation were
established for the purpose of managing portions of the Bank's investment
portfolio. Assets of Readibank Investment Corporation and Melbank Investment
Corporation totaled $141.8 million and $141.6 million, respectively, at December
31, 2000.

     Readibank Properties, Inc. incorporated primarily for the purpose of real
estate development, had total assets of $622 thousand at December 31, 2000.

Executive Officers of the Registrant

     The executive officers of the Company and the Bank and the age of each
officer as of March 4, 2001 are as follows:

Name                           Age        Office

Gerard H. Brandi               52         Chairman of the Board of Directors,
                                          President and Chief Executive
                                          Officer of the Company and the Bank

David F. Carroll               53         Vice President of the Bank

Reginald E. Cormier            53         Senior Vice President, Treasurer and
                                          Chief Financial Officer of the
                                          Company and the Bank

Thomas J. Queeney              38         Vice President and Senior Trust
                                          Officer of the Bank

Donald R. Washburn             57         Senior Vice President of the Bank

Donna H. West                  55         Senior Vice President of the Bank
                                          and Assistant Secretary of the
                                          Company


                                       23
<PAGE>   24

     Gerard H. Brandi.  Mr. Brandi has served in various capacities with
MASSBANK since he joined the Bank in 1975 as Vice President of the Lending
Division.  He served as Senior Vice President from 1978 to 1981, Executive
Vice President and Senior Lending Officer from 1981 to 1983, and Executive
Vice President and Treasurer from 1983 to 1986.  Mr. Brandi was named
President of the Company and the Bank in 1986, Chief Executive Officer in 1992
and Chairman in 1993.

     David F. Carroll.  Mr. Carroll has been employed by the Bank since 1983
and has been Vice President of Operations since 1984.  He served as Vice
President of the Lending Division for a year before becoming Vice President of
Operations.

     Reginald E. Cormier.  Mr. Cormier joined the Bank as Treasurer in
September, 1987 and served in this capacity until his promotion to Vice
President, Treasurer and Chief Financial Officer in January, 1995.  In
December 1999, he was promoted to Senior Vice President, Treasurer and Chief
Financial Officer.

     Thomas J. Queeney. Mr. Queeney joined the Bank in 1986 as a Management
Trainee in Loan Origination. He became an Assistant Manager in 1987 and was
promoted to Assistant Treasurer in 1988. He then served as a Marketing and
Investor Relations Representative until his promotion to Loan Servicing Manager
in 1990. In 1992, he was promoted to Loan Officer and Commercial Lending
Manager. He was promoted to Assistant Vice President, Lending in 1997, where he
served until his promotion to AVP/Trust Administrator in July of 1998. In
January of 1999, he was promoted to Vice President and Senior Trust Officer.

     Donald R. Washburn.  Mr. Washburn joined the Bank in 1973 as a Loan
Officer.  He became an Assistant Vice President in January, 1977 and a Vice
President in the Lending Division in June, 1980.  Mr. Washburn served as Vice
President of the Operations Division from February, 1983 to January, 1984, as
Vice President of the Community Banking Division from January, 1984 to
January, 1986 and as Vice President of the Lending Division from January, 1986
until his promotion to Senior Vice President of the Lending Division in June,
1994.

     Donna H. West.  Mrs. West has been employed by the Bank since 1979 and
has served as Vice President of the Community Banking Division since October,
1987. Starting at the Bank as an Assistant Branch Manager in 1979, Mrs. West
became a Branch Manager in 1981, an Assistant Treasurer and Branch Manager in
1982, an Assistant Treasurer and Regional Branch Administrator in 1984 and an
Assistant Vice President and Regional Branch Administrator in 1986.  She
served in this capacity until her October, 1987 promotion to Vice President of
the Community Banking Division.  In June, 1994, Mrs. West was promoted to
Senior Vice President of the Community Banking Division.




                                       24
<PAGE>   25

Item 2. Properties

     The main office of MASSBANK Corp. and MASSBANK is located at 123 Haven
Street, Reading, Massachusetts. Additionally, the Bank has fourteen branches and
three operations facilities. The Bank owns its main office, two operations
facilities and seven of its branches. All of the remaining branches and other
facilities are leased under various leases. At December 31, 2000, management
believes that the Bank's existing facilities are adequate for the conduct of its
business.

     The following table sets forth certain information relating to the Bank's
existing facilities.

                                                    Owned   Lease       Renewal
                                                    or      Expiration  Option
Location                                            Leased  Date        Through

MAIN OFFICE:  123 Haven Street, Reading, MA          Owned   ----        ----
BRANCH        296 Chelmsford Street, Chelmsford, MA  Leased  (2)         ----
 OFFICES:     17 North Road, Chelmsford, MA          Leased  (2)         (1)
              45 Broadway Road, Dracut, MA           Leased  2002        ----
              738 Broadway, Everett, MA              Owned   ----        ----
              50 Central Street, Lowell, MA          Owned   ----        ----
              755 Lakeview Avenue, Lowell, MA        Owned   ----        ----
              4110 Mystic Valley Pkwy, Medford, MA   Leased  2001        (3)
              476 Main Street, Melrose, MA           Owned   ----        ----
              27 Melrose Street, Towers Plaza,
                 Melrose, MA                         Leased  2004        2014
              240 Main Street, Stoneham, MA          Leased  2003        ----
              1800 Main Street, Tewksbury, MA        Owned   ----        ----
              203 Littleton Road, Westford, MA       Owned   ----        ----
              370 Main Street, Wilmington, MA        Owned   ----        ----
              219 Lowell Street, Lucci's Plaza,
                 Wilmington, MA                      Leased  2006        ----
OPERATIONS
 FACILITIES:  159 Haven Street, Reading, MA          Owned   ----        ----
              169 Haven Street, Reading, MA          Owned   ----        ----
              11 North Road, Chelmsford, MA          Leased  (2)         (1)

(1) The Bank has exercised its option to buy this branch facility.
    The transaction is expected to be completed in 2001.

(2) The Bank is a tenant at will.

(3) The Bank intends to enter into a new lease agreement in 2001.

Item 3. Legal Proceedings

     From time to time, MASSBANK Corp. and/or the Bank are involved as a
plaintiff or defendant in various legal actions incident to their business. As
of December 31, 2000, none of these actions individually or in the aggregate is
believed by management to be material to the financial condition of MASSBANK
Corp. or the Bank.

Item 4. Submission of Matters to a Vote of Security Holders

     None.



                                       25
<PAGE>   26

                                     PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters

     The information contained under the caption "MASSBANK Corp. and
Subsidiaries Stockholder Data" in the Registrant's 2000 Annual Report to
Stockholders is incorporated herein by reference.

Item 6. Selected Financial Data

     The information contained under the caption "MASSBANK Corp. and
Subsidiaries - Selected Consolidated Financial Data" in the Registrant's 2000
Annual Report to Stockholders is incorporated herein by reference.

     This selected consolidated financial data should be read in conjunction
with the consolidated statements and related notes thereto appearing in the
Registrant's 2000 Annual Report to Stockholders which are incorporated herein by
reference.

Item 7. Management's Discussion and Analysis of Financial Condition and Results
        of Operations

     The information contained under the caption "Management's Discussion and
Analysis of Financial Condition and Results of Operations" in the Registrant's
2000 Annual Report to Stockholders is incorporated herein by reference.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

     The information contained under the captions "Asset and Liability
Management", "Interest Rate Risk" and "Other Market Risks" included in
Management's Discussion and Analysis of Financial Condition and Results of
Operations section of the Registrant's 2000 Annual Report to Stockholders is
incorporated herein by reference.

Item 8. Financial Statements and Supplementary Data

     The Registrant's consolidated financial statements and notes thereto,
together with the report of KPMG LLP, the Company's independent auditors,
contained in the Registrant's 2000 Annual Report to Stockholders are
incorporated herein by reference. The unaudited quarterly financial data
set forth on page 52 of such Annual Report is incorporated herein by reference.

Item 9. Changes in and Disagreements with Independent Accountants on
        Accounting and Financial Disclosure

         None.



                                       26
<PAGE>   27

                                    PART III

Item 10. Directors and Executive Officers of the Registrant

         The information appearing under the caption "Election of Directors" and
"Compliance with Section 16(A) of the Exchange Act" in the Registrant's
definitive proxy statement relating to its 2001 Annual Meeting of Stockholders
is incorporated herein by reference. Information required by this item
concerning the Executive Officers of the Registrant is contained in Part I of
this Form 10-K.

Item 11. Executive Compensation

         The information appearing under the caption "Executive Compensation" in
the Registrant's definitive proxy statement relating to its 2001 Annual Meeting
of Stockholders is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management

         The information appearing under the captions "Election of Directors"
and "Principal Stockholders" in the Registrant's definitive proxy statement
relating to its 2001 Annual Meeting of Stockholders is incorporated herein by
reference.

Item 13. Certain Relationships and Related Transactions

         The information contained in Note 5 of the Consolidated Financial
Statements under the caption "Loans" in the Registrant's 2000 Annual Report to
Stockholders is incorporated herein by reference.


                                     PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

         The following financial statements and financial statement schedules
are contained herein or are incorporated herein by reference:

(a)1. Financial Statements
                                                             Reference to 2000
                                                               Annual Report
                                                              to Stockholders
                                                                  (Pages)

Independent Auditors' Report                                         25
Consolidated Balance Sheets at December 31,
  2000 and 1999                                                      26
Consolidated Statements of Income for the three
  years ended December 31, 2000                                      27
Consolidated Statements of Cash Flows for the three
  years ended December 31, 2000                                   28-29
Consolidated Statements of Changes in Stockholders'
  Equity for the three years ended December 31,
  2000                                                               30
Notes to Consolidated Financial Statements                        31-52


   2. Financial Statement Schedules

         All schedules are omitted as the required information is either not
applicable or is included in the consolidated financial statements or related
notes.



                                       27
<PAGE>   28

   3. Exhibits

  Exhibit No.         Description of Exhibit

     3.1              Restated Certificate of Incorporation of the
                      Registrant - incorporated by reference to Exhibit
                      3.1 of the Registrant's Form S-4 Registration
                      Statement (Reg. No. 33-7916).

     3.2              By-Laws of the Registrant - incorporated by reference to
                      Exhibit 3 of the Registrant's Form 10-Q for the quarter
                      ended September 30, 1991.

     4.1              Shareholder Rights Agreement dated as of January 18, 2000,
                      between the Company and The First National Bank of Boston,
                      as Rights Agent - incorporated herein by reference to the
                      Exhibit to the Company's Report on Form 8-K dated as of
                      January 20, 2000.

    10.1              MASSBANK Corp. 1986 Stock Option Plan, as amended -
                      incorporated by reference to Exhibit 28.1 to the
                      Registrant's Form S-8 Registration Statement
                      (Reg. No. 33-11949).

    10.1.2            Amendment to MASSBANK Corp. 1986 Stock Option Plan dated
                      April 19, 1991 - incorporated by reference to Exhibit
                      10.1.2 to the Registrant's annual report on Form 10-K for
                      the year ended December 31, 1992.

    10.1.3            MASSBANK Corp. 1994 Stock Incentive Plan - incorporated
                      by reference to Exhibit 10.1 to the Registrant's Form S-8
                      Registration Statement (Reg. No. 33-82110).

    10.1.4            Amendment to MASSBANK Corp. 1994 Stock Incentive Plan
                      dated April 21, 1998 - incorporated by reference to
                      Exhibit 10.1.4 to the Registrant's annual report on Form
                      10-K for the year ended December 31, 1997.

    10.2              MASSBANK for Savings Employees' Stock Ownership Plan
                      and Trust Agreement - incorporated by reference to
                      Exhibit 10.2 of the Registrant's Form S-4 Registration
                      Statement (Reg. No. 33-7916).

    10.2.1            Amendments to the MASSBANK for Savings Employee's Stock
                      Ownership Plan and Trust Agreement - incorporated by
                      reference to Exhibit 10.2.1 to the Registrant's annual
                      report on Form 10-K for the year ended December 31, 1993.

    10.2.2            Amendments to the MASSBANK for Savings Employee's Stock
                      Ownership Plan and Trust Agreement - incorporated by
                      reference to Exhibit 10.2.2 to the Registrant's annual
                      report on Form 10-K for the year ended December 31, 1997.

    10.3              Form of Employment Agreement, as amended, with Gerard H.
                      Brandi - incorporated by reference to Exhibit 10.3 of the
                      Registrant's annual report on Form 10-K for the year ended
                      December 31, 1986 and Exhibit 10.3.1 of the Registrant's
                      annual report on Form 10-K for the year ended December 31,
                      1989.




                                       28
<PAGE>   29

  Exhibit No.         Description of Exhibit



    10.3.2            Amendment to the Employment Agreement with Gerard H.
                      Brandi - incorporated by reference to Exhibit 10.3.2 of
                      the Registrant's annual report on Form 10-K for the year
                      ended December 31, 1990.

    10.3.3            Second amendment dated as of February 1, 1993 to the
                      Employment Agreement with Gerard H. Brandi - incorporated
                      by reference to Exhibit 10.3.3. to the Registrant's annual
                      report on Form 10-K for the year ended December 31, 1992.

    10.3.7            Form of Employment Agreement with David F. Carroll dated
                      as of February 1, 1993 - incorporated by reference to
                      Exhibit 10.3.7 to the Registrant's annual report on Form
                      10-K for the year ended December 31, 1992.

    10.3.8            Form of Employment Agreement with Reginald E. Cormier
                      dated as of February 1, 1993 - incorporated by reference
                      to Exhibit 10.3.8 to the Registrant's annual report on
                      Form 10-K for the year ended December 31, 1992.

    10.3.9            Form of Employment Agreement with Donald R. Washburn dated
                      as of February 1, 1993 - incorporated by reference to
                      Exhibit 10.3.9 to the Registrant's annual report on Form
                      10-K for the year ended December 31, 1992.

    10.3.10           Form of Employment Agreement with Donna H. West dated as
                      of February 1, 1993 - incorporated by reference to Exhibit
                      10.3.10 to the Registrant's annual report on Form 10-K for
                      the year ended December 31, 1992.

    10.3.11           Executive Severance Agreement with Gerard H. Brandi dated
                      as of January 18, 1994 - incorporated by reference to
                      exhibit 10.3.11 to the Registrant's annual report on Form
                      10-K for the year ended December 31, 1993.

    10.3.12           Executive Severance Agreement with David F. Carroll dated
                      as of December 23, 1993 - incorporated by reference to
                      exhibit 10.3.12 to the Registrant's annual report on Form
                      10-K for the year ended December 31, 1993.

    10.3.13           Executive Severance Agreement with Reginald E. Cormier
                      dated as of December 23, 1993 - incorporated by reference
                      to exhibit 10.3.13 to the Registrant's annual report on
                      Form 10-K for the year ended December 31, 1993.




                                       29
<PAGE>   30

  Exhibit No.         Description of Exhibit


    10.3.14           Executive Severance Agreement with Donald R. Washburn
                      dated as of December 23, 1993 - incorporated by reference
                      to exhibit 10.3.14 to the Registrant's annual report on
                      Form 10-K for the year ended December 31, 1993.

    10.3.15           Executive Severance Agreement with Donna H. West dated as
                      of December 23, 1993 - incorporated by reference to
                      exhibit 10.3.15 to the Registrant's annual report on Form
                      10-K for the year ended December 31, 1993.

    10.4              Form of Executive Supplemental Retirement Agreement, as
                      amended, with Gerard H. Brandi - incorporated by reference
                      to Exhibit 10.4 of Registrant's annual report on Form 10-K
                      for the year ended December 31, 1986.

    10.4.1            Amendments to the Executive Supplemental Retirement
                      Agreement with Gerard H. Brandi are incorporated by
                      reference to Exhibit 10.4.1 of the Registrant's annual
                      report on Form 10-K for the year ended December 31, 1996.

    10.5              Amended Deferred Compensation Plan for Directors of
                      MASSBANK Corp. adopted March 8, 2000.

    11                The computation of per share earnings can be readily
                      determined from the material contained in the Annual
                      Report on Form 10-K for the fiscal year ended December 31,
                      2000.

    12                Statement re: Computation of Ratios - Not applicable as
                      MASSBANK Corp. does not have any debt securities
                      registered under Section 12 of the Securities Exchange
                      Act of 1934.

    13                2000 Annual Report to Stockholders - except for those
                      portions of the 2000 Annual Report to Stockholders which
                      are expressly incorporated by reference in this report,
                      such 2000 Annual Report to Stockholders is furnished for
                      the information of the SEC and is not to be deemed "filed"
                      with the SEC.

    22                Subsidiaries of the Registrant - A list of subsidiaries
                      of the Registrant is attached hereto as Exhibit 22 to
                      this Annual Report.

    23                Independent Accountants' Consent.

    (b)               Reports on Form 8-K
                      No reports on Form 8-K have been filed during the last
                      quarter of the period covered by this Form 10-K.

    (c)               Exhibits to this Form 10-K are attached or
                      incorporated by reference as stated in the
                      Index to Exhibits.

    (d)               Not applicable.




                                       30
<PAGE>   31

                                   Signatures

     Pursuant to the requirements of Section 13 or 15(d) of the Securities Act
of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

                               MASSBANK CORP.


                              /s/Gerard H. Brandi
                              -----------------------------------------------
                              Gerard H. Brandi
                              Chairman, President and Chief Executive Officer


     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.




/s/ Gerard H. Brandi           Chairman, President,
-------------------            Chief Executive Officer and
Gerard H. Brandi               Director                         MARCH 14, 2001
                                                                --------------



/s/ Reginald E. Cormier        Senior Vice President, Treasurer
----------------------         and Chief Financial Officer
Reginald E. Cormier            (Principal Financial and
                               Accounting Officer)              MARCH 14, 2001
                                                                --------------


/s/ Samuel Altschuler          Director                         MARCH 19, 2001
------------------------------                                  --------------
Samuel Altschuler



/s/ Mathias B. Bedell          Director                         MARCH 14, 2001
------------------------------                                  --------------
Mathias B. Bedell



/s/ Allan S. Bufferd           Director                         MARCH 15, 2001
------------------------------                                  --------------
Allan S. Bufferd



                               Director
------------------------------
Peter W. Carr



/s/ Alexander S. Costello      Director                         MARCH 15, 2001
------------------------------                                  --------------
Alexander S. Costello




                                       31
<PAGE>   32

/s/ Robert S. Cummings         Director                         MARCH 20, 2001
------------------------------                                  --------------
Robert S. Cummings



/s/ Leonard Lapidus            Director                         MARCH 15, 2001
------------------------------                                  --------------
Leonard Lapidus



/s/ Stephen E. Marshall        Director                         MARCH 14, 2001
------------------------------                                  --------------
Stephen E. Marshall



/s/ NANCY L. PETTINELLI         Director                        MARCH 15, 2001
--------------------------------                                --------------
Nancy L. Pettinelli



/s/ Herbert G. Schurian         Director                        MARCH 14, 2001
-------------------------------                                 --------------
Herbert G. Schurian



/s/ Donald B. Stackhouse        Director                        MARCH 20, 2001
-------------------------------                                 --------------
Donald B. Stackhouse



                                       32