Exhibit 13

LOGO



---

COMPANY PROFILE

Mayflower Bancorp, Inc. and Subsidiary

Mayflower Bancorp, Inc. is a Massachusetts chartered holding company whose
principal subsidiary is Mayflower Co-operative Bank. Originally founded in 1889 as Mayflower Co-operative Bank to foster the goal of affordable home ownership, the company today is a stock-owned institution with assets in excess of $249 million. As
a State chartered entity serving Southeastern Massachusetts from its main office in Middleboro and six full service branch offices in Plymouth, Rochester, Wareham, Bridgewater, Lakeville and West Wareham Massachusetts, its deposits are insured by
the Federal Deposit Insurance Corporation (FDIC) up to applicable limits, with excess amounts insured by the Share Insurance Fund (SIF) of The Co-operative Central Bank of Massachusetts.

Today, Mayflower provides a full range of banking services to individuals, families and small businesses alike, while retaining the business of mortgage financing as the cornerstone of its activity as a community
bank.

Mayflower Bancorps continued commitment to unparalleled service, accessibility and responsiveness to its customers and their requirements
distinguishes it in the banking industry today. This tradition of service and focus on relationship banking continues to serve as the Companys foundation, and defines both its past and its future.



---

FINANCIAL HIGHLIGHTS





Mayflower Bancorp, Inc. and Subsidiary



|                                                      |  |          |          |   |      |   |         |      |  |   |         |  
|----------------------------------------------------- |  | -------- | -------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                                      |  | April 30 |         
|(Dollars in Thousands, Except Per Share Data)         |  | 2009     |          |   | 2008 |   |         | 2007 | 
|Balance Sheet                                         |  |          |          |   |      |   |         |      |  |   |         |  
|Total assets                                          |  | $        | 249,545  |   |      | $ | 243,751 |      |  | $ | 242,307 |  
|Loans, net                                            |  |          | 131,111  |   |      |   | 125,336 |      |  |   | 137,003 |  
|Investment securities                                 |  |          | 90,261   |   |      |   | 94,843  |      |  |   | 80,887  |  
|Deposits                                              |  |          | 213,957  |   |      |   | 204,176 |      |  |   | 200,859 |  
|Borrowed funds                                        |  |          | 13,888   |   |      |   | 18,659  |      |  |   | 20,558  |  
|Stockholders equity                                  |  |          | 19,338   |   |      |   | 19,889  |      |  |   | 19,617  |  
|                                                      |  |          |         
|Operations                                            |  |          |          |   |      |   |         |      |  |   |         |  
|Net interest income                                   |  |          | 7,338    |   |      |   | 6,788   |      |  |   | 7,113   |  
|Provision for loan losses                             |  |          |         |   |      |   |        |      |  |   | 120     |  
|Net income                                            |  |          | 35       |   |      |   | 1,056   |      |  |   | 1,047   |  
|                                                      |  |          |         
|Basic earnings per share                              |  | $        | 0.02     |   |      | $ | 0.50    |      |  | $ | 0.50    |  
|Diluted earnings per share                            |  | $        | 0.02     |   |      | $ | 0.49    |      |  | $ | 0.49    |  
|                                                      |  |          |         
|Other Data                                            |  |          |          |   |      |   |         |      |  |   |         |  
|Return on average stockholders equity                |  |          | 0.19     | % |      |   | 5.39    | %    |  |   | 5.50    | %
|Return on average assets                              |  |          | 0.02     | % |      |   | 0.44    | %    |  |   | 0.43    | %
|Dividend payout ratio                                 |  |          | 2,385.71 | % |      |   | 79.36   | %    |  |   | 79.96   | %
|Non-performing assets as a percentage of total assets |  |          | 0.37     | % |      |   | 0.50    | %    |  |   |        |  



1



---

TO OUR SHAREHOLDERS AND FRIENDS:

On behalf of the Officers and Directors of Mayflower Bancorp, Inc. and those affiliated with its subsidiary, Mayflower Bank, it is my privilege to present to you our 2009 Annual Report. As in previous years, we invite
your scrutiny of its content and welcome your questions and comments in regard to the performance it documents.

The format of this report is unchanged; it
continues to include the financial presentations, tables, and discussions it, and others like it, have always exhibited. As a result, one is able to easily compare our performance with prior periods and to measure our results against our own history
and that of other institutions. That ability is, under ordinary circumstance, a good thing and Mayflower is prepared to accept judgment of its performance in that light.

Unfortunately, the period of time for which this report has been prepared has been anything but ordinary. Indeed, this year and its turmoil have been unlike anything I, and I suspect most, have ever experienced or
witnessed firsthand. Clearly, every year includes its challenges. But I dont remember a year like this one.

The media onslaught, negative focus on
and public disdain toward all things banking and financial have been unprecedented. The failure of government-sponsored entities was devastating. The imposition of higher deposit insurance premiums and the announcement of special
assessments to rebuild those insurance reserves have been crippling. And, the depth, duration, and impact of the nations economic recession and attendant problems have and continue to be both sobering and frightening.

We believe it appropriate to consider our just completed year through the prism of these events, as well as others too numerous to list. At the same time, we draw your
attention to other decisions made and developments prompted by the Bank that have proven to be correct and which bode well for future periods.

Given
Mayflowers status as a well-capitalized institution, our Board of Directors decided not to participate in the TARP Bail Out program. That proved to be a prudent decision for a number of reasons as it was again demonstrated that any
government is very rarely a good business partner.

Mayflowers mortgage origination activity, prompted in part by Mayflowers position and
reputation in its markets, was extremely strong during the year, both residentially and commercially. We note



2



---

that our delinquency numbers, incidence of non-performing assets and rate of mortgage foreclosures, have been both remarkably low and well below industry
experience. And, as a testament to our goal of meeting the financial needs of the communities we serve, we note that both the Federal Deposit Insurance Corporation and the Commonwealth of Massachusetts Division of Banks deemed our Community
Reinvestment Act performance to be Outstanding.

Finally, although the issue of deposit insurance has long been an important one, we have been
quick this past year to trumpet the fact that 100% of all deposits at Mayflower continue to be insured in full. Covered by the combination of the FDIC and the Share Insurance Fund of The Co-operative Central Bank, our depositors are able to have
continuing confidence that their savings are indeed safe at Mayflower.

We strive in this Annual Report to impart to you a similar knowledge, confidence,
and understanding of your Companys strong foundation and its inherent financial strength. At the same time, we believe that the continued implementation of our prudent strategies and policies will serve the institution well in future periods.
As we have said to you before, Mayflower intends to do the right things and to do them the right way. We continue to believe that the careful and successful execution of that overarching strategy will serve our mutual interests and result in the
enhancement of long-term shareholder value. Toward these ends, we continue to remain deeply appreciative of your continued support and confidence.



|                                     
|-------------------------------------
|Sincerely yours,                     
|                                     
|/s/ Edward M. Pratt                  
|                                     
|Edward M. Pratt                      
|President and Chief Executive Officer



3



---

SELECTED FINANCIAL DATA





Mayflower Bancorp, Inc. and Subsidiary



|                                                                            |  |                      |          |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|--------------------------------------------------------------------------- |  | -------------------- | -------- | - | ---- | - | ------- | ---- |  | - | ------- | - |  | ---- | ------- | - |  | - | ------- | -
|                                                                            |  | At April 30          |         
|(Dollars in Thousands, Except Per Share Data)                               |  | 2009                 |          |   | 2008 |   |         | 2007 |  |   | 2006    |   |  | 2005 |        
|Balance Sheet and Other Data:                                               |  |                      |          |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Total assets                                                                |  | $                    | 249,545  |   |      | $ | 243,751 |      |  | $ | 242,307 |   |  | $    | 245,603 |   |  | $ | 236,707 |  
|Federal funds sold and overnight investments                                |  |                      | 6,184    |   |      |   | 2,975   |      |  |   | 3,919   |   |  |      | 453     |   |  |   | 3,642   |  
|Investment securities, including mortgage-backed securities                 |  |                      | 90,261   |   |      |   | 94,843  |      |  |   | 80,887  |   |  |      | 88,331  |   |  |   | 86,575  |  
|Loans, net                                                                  |  |                      | 131,111  |   |      |   | 125,336 |      |  |   | 137,003 |   |  |      | 139,230 |   |  |   | 130,664 |  
|Stock in the FHLB of Boston                                                 |  |                      | 1,650    |   |      |   | 1,650   |      |  |   | 1,650   |   |  |      | 1,647   |   |  |   | 1,496   |  
|Deposits                                                                    |  |                      | 213,957  |   |      |   | 204,176 |      |  |   | 200,859 |   |  |      | 200,534 |   |  |   | 195,951 |  
|Borrowed funds                                                              |  |                      | 13,888   |   |      |   | 18,659  |      |  |   | 20,558  |   |  |      | 25,197  |   |  |   | 21,412  |  
|Stockholders equity                                                        |  |                      | 19,338   |   |      |   | 19,889  |      |  |   | 19,617  |   |  |      | 18,592  |   |  |   | 18,396  |  
|Book value per share                                                        |  |                      | 9.27     |   |      |   | 9.51    |      |  |   | 9.36    |   |  |      | 8.96    |   |  |   | 8.88    |  
|                                                                            | 
|                                                                            |  | Years Ended April 30 |         
|(Dollars in Thousands, Except Per Share Data)                               |  | 2009                 |          |   | 2008 |   |         | 2007 |  |   | 2006    |   |  | 2005 |        
|Operating Data:                                                             |  |                      |          |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Interest and dividend income                                                |  | $                    | 12,406   |   |      | $ | 13,459  |      |  | $ | 13,439  |   |  | $    | 12,461  |   |  | $ | 11,084  |  
|Interest expense                                                            |  |                      | 5,068    |   |      |   | 6,671   |      |  |   | 6,326   |   |  |      | 4,641   |   |  |   | 3,446   |  
|                                                                            |  |                      |          |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Net interest income                                                         |  |                      | 7,338    |   |      |   | 6,788   |      |  |   | 7,113   |   |  |      | 7,820   |   |  |   | 7,638   |  
|Provision for loan losses                                                   |  |                      |         |   |      |   |        |      |  |   | 120     |   |  |      | 90      |   |  |   | 68      |  
|                                                                            |  |                      |          |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Net interest income after provision for loan losses                         |  |                      | 7,338    |   |      |   | 6,788   |      |  |   | 6,993   |   |  |      | 7,730   |   |  |   | 7,570   |  
|                                                                            |  |                      |          |   |     
|Noninterest income:                                                         |  |                      |          |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Loan origination and other loan fees                                        |  |                      | 136      |   |      |   | 113     |      |  |   | 174     |   |  |      | 137     |   |  |   | 143     |  
|Customer service fees                                                       |  |                      | 695      |   |      |   | 710     |      |  |   | 700     |   |  |      | 643     |   |  |   | 554     |  
|(Loss) gain on sales and writedowns of investment securities and loans, net |  |                      | (1,399   | ) |      |   | 359     |      |  |   | 196     |   |  |      | (82     | ) |  |   | 342     |  
|Other                                                                       |  |                      | 245      |   |      |   | 249     |      |  |   | 191     |   |  |      | 149     |   |  |   | 146     |  
|                                                                            |  |                      |          |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Total noninterest income                                                    |  |                      | (323     | ) |      |   | 1,431   |      |  |   | 1,261   |   |  |      | 847     |   |  |   | 1,185   |  
|                                                                            |  |                      |          |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Noninterest expenses                                                        |  |                      | 7,185    |   |      |   | 6,742   |      |  |   | 6,675   |   |  |      | 6,276   |   |  |   | 5,828   |  
|                                                                            |  |                      |          |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|(Loss) income before income taxes                                           |  |                      | (170     | ) |      |   | 1,477   |      |  |   | 1,579   |   |  |      | 2,301   |   |  |   | 2,927   |  
|(Benefit) provision for income taxes                                        |  |                      | (205     | ) |      |   | 421     |      |  |   | 532     |   |  |      | 862     |   |  |   | 1,066   |  
|                                                                            |  |                      |          |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Net income                                                                  |  | $                    | 35       |   |      | $ | 1,056   |      |  | $ | 1,047   |   |  | $    | 1,439   |   |  | $ | 1,861   |  
|                                                                            |  |                      |          |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|                                                                            |  |                      |          |   |     
|Per Share Data:                                                             |  |                      |          |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Basic earnings per share                                                    |  | $                    | 0.02     |   |      | $ | 0.50    |      |  | $ | 0.50    |   |  | $    | 0.70    |   |  | $ | 0.91    |  
|                                                                            |  |                      |          |   |     
|Diluted earnings per share                                                  |  | $                    | 0.02     |   |      | $ | 0.49    |      |  | $ | 0.49    |   |  | $    | 0.68    |   |  | $ | 0.89    |  
|                                                                            |  |                      |          |   |     
|Weighted average basic shares outstanding                                   |  |                      | 2,090    |   |      |   | 2,096   |      |  |   | 2,090   |   |  |      | 2,072   |   |  |   | 2,054   |  
|Weighted average diluted shares outstanding                                 |  |                      | 2,176    |   |      |   | 2,139   |      |  |   | 2,135   |   |  |      | 2,121   |   |  |   | 2,094   |  
|Dividends paid per share                                                    |  | $                    | 0.40     |   |      | $ | 0.40    |      |  | $ | 0.40    |   |  | $    | 0.40    |   |  | $ | 0.40    |  
|                                                                            |  |                      |          |   |     
|Selected Ratios:                                                            |  |                      |          |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Return on average assets                                                    |  |                      | 0.02     | % |      |   | 0.44    | %    |  |   | 0.43    | % |  |      | 0.60    | % |  |   | 0.82    | %
|Return on average stockholders equity                                      |  |                      | 0.19     | % |      |   | 5.39    | %    |  |   | 5.50    | % |  |      | 7.75    | % |  |   | 10.28   | %
|Stockholders equity to assets (1)                                          |  |                      | 7.75     | % |      |   | 8.16    | %    |  |   | 8.10    | % |  |      | 7.57    | % |  |   | 7.77    | %
|Interest rate spread                                                        |  |                      | 3.22     | % |      |   | 2.91    | %    |  |   | 2.99    | % |  |      | 3.34    | % |  |   | 3.53    | %
|Dividend payout ratio                                                       |  |                      | 2,385.71 | % |      |   | 79.36   | %    |  |   | 79.96   | % |  |      | 57.61   | % |  |   | 44.12   | %



|(1) | This ratio is based on year-end balances.
|--- | -----------------------------------------



4



---

BUSINESS OF THE COMPANY

General:

On February 15, 2007, Mayflower Co-operative Bank (the Bank) completed its
reorganization into a holding company structure at which time it became a wholly-owned subsidiary of Mayflower Bancorp, Inc. (the Company). Each share of Mayflower Co-operative Bank common stock was converted to one share of Mayflower
Bancorp, Inc. common stock. Mayflower Bancorp, Inc. is a Massachusetts chartered holding company whose principal subsidiary is Mayflower Co-operative Bank.

The primary business of the Bank is to acquire funds in the form of deposits from the general public and to make loans for the construction, purchase and refinancing of residential and commercial real estate and, to a lesser extent, to make
commercial business and consumer loans in its primary market area. The Bank considers its primary market area to be southeastern Massachusetts including Plymouth County, Bristol County, and Barnstable County. The Banks operations are conducted
through seven full service offices in Middleboro, Plymouth, Wareham, Rochester, Bridgewater, Lakeville and West Wareham. In May 2009, The Bank opened its eighth full service branch and second office in Plymouth, Massachusetts.

The Bank offers a variety of deposit accounts to both individuals and commercial customers. Deposits at the Bank are insured by the Federal Deposit Insurance Corporation
(FDIC) for up to $100,000 ($250,000 for retirement plan accounts) and by the Share Insurance Fund of The Co-operative Central Bank for amounts in excess of FDIC limits. Due to the recent difficult economic conditions, deposit insurance per account
owner has been raised to $250,000 for all types of accounts until January 1, 2014. Additionally, Mayflower Bank has elected to participate in the FDICs Transaction Account Guarantee Program. Under that program, through December 31,
2009, all non-interest bearing transaction accounts are fully guaranteed by the FDIC for the entire amount in the account. Coverage under the Transaction Account Guarantee Program is in addition to and separate from the coverage available under the
FDICs general deposit insurance rules. The Bank offers its retail banking customers numerous additional banking advantages with various products and services such as checking account overdraft protection, home equity loans, debit cards,
telephone banking and on-line banking.

The Banks primary sources of liquidity are deposits, loan payments and payoffs, investment income, maturities
and principal repayments of investments, and advances from the Federal Home Loan Bank of Boston. As a member of The Co-operative Central Banks Reserve Fund, the Bank also has the right to borrow from that fund for short-term cash needs. The
Bank has also established a line of credit with The Federal Reserve Bank, collateralized by certain investments in Government Sponsored Entities. The Banks liquidity management program is designed to insure that sufficient funds are available
to meet its daily cash requirements.

The Bank believes its capital resources, including deposits, scheduled loan repayments, revenue generated from the
sales of loans and investment securities, unused borrowing capacity at the Federal Home Loan Bank of Boston, The Co-operative Central Bank and the Federal Reserve Bank as well as revenue from other sources are adequate to meet its funding
commitments. At April 30, 2009 and 2008, the Banks capital ratios were in excess of regulatory requirements, and as such, the Bank considers itself to be well-capitalized.

Lending Activities:

Net of its reserve for loan loss, the Banks loan portfolio totaled $131.1 million
as of April 30, 2009, which represented 52.5% of total assets. The Bank offers conventional mortgage loans, construction loans, home equity loans and lines of credit secured by residential properties, as well as commercial real estate mortgages
and commercial business loans. The Bank also makes consumer loans on a secured and unsecured basis.

Under the Community Reinvestment Act, as implemented
by FDIC regulations, a state non-member bank, like Mayflower Bank, has a continuing and affirmative obligation consistent with its safe and sound operation to help meet the credit needs of its entire community, including low and moderate-income
neighborhoods. The Community Reinvestment Act neither establishes specific lending requirements or programs for financial institutions nor limits an institutions discretion to develop the types of products and services that it believes are
best suited to its particular community. The Community Reinvestment Act requires the FDIC, in connection with its examination of an institution, to assess the institutions record of meeting the credit needs of its community and to consider
such record when it evaluates applications made by such institution. The Community Reinvestment Act requires public disclosure of an institutions Community Reinvestment Act rating. The Banks latest Community Reinvestment Act rating
received from the FDIC was Outstanding.



5



---

The Bank is also subject to similar obligations under Massachusetts Law, which has an additional CRA rating category. The
Massachusetts Community Reinvestment Act requires the Massachusetts Banking Commissioner to consider a banks Massachusetts Community Reinvestment Act rating when reviewing a banks application to engage in certain transactions, including
mergers, asset purchases and the establishment of branch offices or automated teller machines, and provides that such assessment may serve as a basis for the denial of such application. The Banks latest Massachusetts Community Reinvestment Act
rating received from the Massachusetts Division of Banks was Outstanding.

Investment Activities:

The Bank believes it is proper to maintain an investment portfolio that provides a source of income as well as a source of liquidity to meet loan demand and to fund
fluctuations in its deposit base. The relative mix of investment securities and loans in the Banks portfolio is dependent upon loan demand as well as the relative attractiveness of yields available on loans as compared to yields on short-term
investment securities. At April 30, 2009, the Banks portfolio of short-term investments and investment securities totaled $96.4 million which represented 38.6% of total assets. This portfolio included U.S. Government obligations,
mortgage-backed and related securities, corporate notes, municipal obligations, federal funds sold and overnight investments, and other types of marketable equity securities.

Savings Activities and Other Sources of Funds:

Savings accounts and other types of deposits have
traditionally been an important source of funds for use in lending and for other general business purposes. The Bank also derives funding from loan amortization and repayments, sales of securities, loan sales, and from other operations. The
availability of funds is influenced by general interest rates and other market conditions. Scheduled loan repayments provide a relatively stable source of funds, while deposit inflows and outflows may vary widely and are influenced by prevailing
interest rates and money market conditions. Borrowings have been used on a short-term basis for liquidity purposes and have also been used to fund lending and investment activities.

Substantially all of the Banks deposit accounts are derived from customers who reside or work in the Banks market area and from businesses located in that area. The Bank encourages, and in some cases
requires, its borrowers to maintain deposit accounts at the Bank.

The Bank has further enhanced its delivery systems by providing automated teller
machines (ATM) and debit cards that can be used at any CIRRUS or NYCE ATM location nationwide and by offering telephone and on-line banking services. The Bank has no brokered accounts and does not currently intend to solicit or to accept
such deposits. The Bank does not actively solicit certificate of deposit accounts over $100,000 but does accept them from in-market customers.



6



---

Managements Annual Report on Internal Control over Financial Reporting

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Companys internal control
system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Companys financial statements in accordance with accounting principles generally accepted in the United States of
America.

All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective
can provide only reasonable assurance with respect to financial statement preparation and presentation.

Management assessed the effectiveness of the
Companys internal control over financial reporting as of April 30, 2009, using the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework.Based
on our assessment, we believe that, as of April 30, 2009, the Companys internal control over financial reporting is effective.

This annual
report does not include an attestation report of the Companys registered public accounting firm regarding internal control over financial reporting. Managements report was not subject to attestation by the Companys registered
public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only managements report in this annual report.



|                                      |  |  |  |                                           
|------------------------------------- |  |  |  | ------------------------------------------
|/s/ Edward M. Pratt                   |  |  |  | /s/ Maria Vafiades                        
|                                      |  | 
|Edward M. Pratt                       |  |  |  | Maria Vafiades                            
|President and Chief Executive Officer |  |  |  | Vice President and Chief Financial Officer



7



---

INDEPENDENT AUDITORS REPORT

TO THE STOCKHOLDERS AND BOARD OF DIRECTORS

MAYFLOWER BANCORP, INC. AND SUBSIDIARY

Middleboro, Massachusetts

We have audited the accompanying
consolidated statements of financial condition of Mayflower Bancorp, Inc. (the Company) and Subsidiary as of April 30, 2009 and 2008, and the related consolidated statements of income, changes in stockholders equity, and cash flows for
the years then ended. These consolidated financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material
respects, the financial position of Mayflower Bancorp, Inc. and Subsidiary at April 30, 2009 and 2008, and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally
accepted in the United States of America.



/s/ Parent, McLaughlin & NanglePARENT, McLAUGHLIN & NANGLECertified Public Accountants, Inc.


Boston, Massachusetts

July 6, 2009



8



---

MAYFLOWER BANCORP, INC. AND
SUBSIDIARY

CONSOLIDATED STATEMENTS OF
FINANCIAL CONDITION



|                                                                                                                         |      |          |         |  |   |         |  
|------------------------------------------------------------------------------------------------------------------------ | ---- | -------- | ------- |  | - | ------- | -
|(In Thousands)                                                                                                           |      | April 30 |        
|                                                                                                                         | 2009 |          | 2008    | 
|ASSETS                                                                                                                   |      |          |         |  |   |         |  
|Cash and cash equivalents:                                                                                               |      |          |         |  |   |         |  
|Cash and due from banks                                                                                                  |      | $        | 4,192   |  | $ | 4,940   |  
|Federal funds sold and overnight investments                                                                             |      |          | 6,184   |  |   | 2,975   |  
|                                                                                                                         |      |          |         |  |   |         |  
|Total cash and cash equivalents                                                                                          |      |          | 10,376  |  |   | 7,915   |  
|Investment securities (Note B):                                                                                          |      |          |         |  |   |         |  
|Securities available-for-sale                                                                                            |      |          | 45,022  |  |   | 51,466  |  
|Securities held-to-maturity                                                                                              |      |          | 45,239  |  |   | 43,377  |  
|                                                                                                                         |      |          |         |  |   |         |  
|Total investment securities                                                                                              |      |          | 90,261  |  |   | 94,843  |  
|Loans receivable, net (Note C)                                                                                           |      |          | 131,111 |  |   | 125,336 |  
|Accrued interest receivable (Note E)                                                                                     |      |          | 1,022   |  |   | 1,129   |  
|Real estate held for investment                                                                                          |      |          | 303     |  |   | 315     |  
|Real estate acquired by foreclosure                                                                                      |      |          | 590     |  |   | 605     |  
|Premises and equipment, net (Note F)                                                                                     |      |          | 11,991  |  |   | 10,469  |  
|Deposits with The Co-operative Central Bank                                                                              |      |          | 449     |  |   | 449     |  
|Stock in Federal Home Loan Bank of Boston, at cost                                                                       |      |          | 1,650   |  |   | 1,650   |  
|Refundable income taxes (Note I)                                                                                         |      |          | 48      |  |   | 209     |  
|Deferred income taxes (Note I)                                                                                           |      |          | 1,017   |  |   | 184     |  
|Other assets                                                                                                             |      |          | 727     |  |   | 647     |  
|                                                                                                                         |      |          |         |  |   |         |  
|Total Assets                                                                                                             |      | $        | 249,545 |  | $ | 243,751 |  
|                                                                                                                         |      |          |         |  |   |         |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                     |      |          |         |  |   |         |  
|Deposits (Note G)                                                                                                        |      | $        | 213,957 |  | $ | 204,176 |  
|Advances and borrowings (Note H)                                                                                         |      |          | 13,888  |  |   | 18,659  |  
|Advances from borrowers for taxes and insurance                                                                          |      |          | 214     |  |   | 162     |  
|Allowance for loan losses on off-balance sheet credit exposures                                                          |      |          | 110     |  |   | 110     |  
|Accrued expenses and other liabilities                                                                                   |      |          | 2,038   |  |   | 755     |  
|                                                                                                                         |      |          |         |  |   |         |  
|Total Liabilities                                                                                                        |      |          | 230,207 |  |   | 223,862 |  
|                                                                                                                         |      |          |         |  |   |         |  
|Commitments and contingencies (Notes K and M)                                                                            |      |          |         |  |   |         |  
|STOCKHOLDERS EQUITY (Note M)                                                                                            |      |          |         |  |   |         |  
|Preferred stock $1.00 par value; authorized 5,000,000 shares; issued - none                                              |      |          |         |  |   |         |  
|Common stock $1.00 par value; authorized 15,000,000 shares; issued 2,085,886 shares in 2009 and 2,092,028 shares in 2008 |      |          | 2,086   |  |   | 2,092   |  
|Additional paid-in capital                                                                                               |      |          | 4,311   |  |   | 4,312   |  
|Retained earnings                                                                                                        |      |          | 12,747  |  |   | 13,589  |  
|Accumulated other comprehensive income (loss)                                                                            |      |          | 194     |  |   | (104    | )
|                                                                                                                         |      |          |         |  |   |         |  
|Total Stockholders Equity                                                                                               |      |          | 19,338  |  |   | 19,889  |  
|                                                                                                                         |      |          |         |  |   |         |  
|Total Liabilities and Stockholders Equity                                                                               |      | $        | 249,545 |  | $ | 243,751 |  
|                                                                                                                         |      |          |         |  |   |         |  

See accompanying notes to consolidated financial statements.



9



---

MAYFLOWER BANCORP, INC. AND
SUBSIDIARY

CONSOLIDATED STATEMENTS OF
INCOME



|                                                                  |                                       |                     |        |      |  |   |       
|----------------------------------------------------------------- | ------------------------------------- | ------------------- | ------ | ---- |  | - | ------
|                                                                  |                                       | Year Ended April 30
|                                                                  | 2009                                  |                     |        | 2008
|                                                                  | (In Thousands, Except Per Share Data)
|INTEREST INCOME:                                                  |                                       |                     |        |      |  |   |       
|Loans receivable                                                  |                                       | $                   | 8,112  |      |  | $ | 9,127 
|Securities held-to-maturity                                       |                                       |                     | 1,870  |      |  |   | 1,755 
|Securities available-for-sale                                     |                                       |                     | 2,384  |      |  |   | 2,392 
|Federal funds sold and interest bearing deposits in banks         |                                       |                     | 40     |      |  |   | 185   
|                                                                  |                                       |                     |        |      |  |   |       
|Total interest income                                             |                                       |                     | 12,406 |      |  |   | 13,459
|                                                                  |                                       |                     |        |      |  |   |       
|INTEREST EXPENSE:                                                 |                                       |                     |        |      |  |   |       
|Deposits                                                          |                                       |                     | 4,388  |      |  |   | 5,759 
|Borrowed funds                                                    |                                       |                     | 680    |      |  |   | 912   
|                                                                  |                                       |                     |        |      |  |   |       
|Total interest expense                                            |                                       |                     | 5,068  |      |  |   | 6,671 
|                                                                  |                                       |                     |        |      |  |   |       
|NET INTEREST INCOME                                               |                                       |                     | 7,338  |      |  |   | 6,788 
|PROVISION FOR LOAN LOSSES                                         |                                       |                     |       |      |  |   |      
|                                                                  |                                       |                     |        |      |  |   |       
|NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES               |                                       |                     | 7,338  |      |  |   | 6,788 
|                                                                  |                                       |                     |        |      |  |   |       
|NONINTEREST INCOME:                                               |                                       |                     |        |      |  |   |       
|Loan origination and other loan fees                              |                                       |                     | 136    |      |  |   | 113   
|Customer service fees                                             |                                       |                     | 695    |      |  |   | 710   
|(Loss) gain on sales and writedowns of investment securities, net |                                       |                     | (1,943 | )    |  |   | 108   
|Gain on sales of mortgage loans                                   |                                       |                     | 544    |      |  |   | 251   
|Other                                                             |                                       |                     | 245    |      |  |   | 249   
|                                                                  |                                       |                     |        |      |  |   |       
|Total noninterest income                                          |                                       |                     | (323   | )    |  |   | 1,431 
|                                                                  |                                       |                     |        |      |  |   |       
|NONINTEREST EXPENSE:                                              |                                       |                     |        |      |  |   |       
|Compensation and fringe benefits                                  |                                       |                     | 3,647  |      |  |   | 3,626 
|Occupancy and equipment                                           |                                       |                     | 1,099  |      |  |   | 1,087 
|FDIC assessment                                                   |                                       |                     | 258    |      |  |   | 33    
|Losses and expenses of foreclosed real estate                     |                                       |                     | 151    |      |  |   | 11    
|Other                                                             |                                       |                     | 2,030  |      |  |   | 1,985 
|                                                                  |                                       |                     |        |      |  |   |       
|Total noninterest expense                                         |                                       |                     | 7,185  |      |  |   | 6,742 
|                                                                  |                                       |                     |        |      |  |   |       
|(LOSS) INCOME BEFORE INCOME TAXES                                 |                                       |                     | (170   | )    |  |   | 1,477 
|(BENEFIT) PROVISION FOR INCOME TAXES (Note I)                     |                                       |                     | (205   | )    |  |   | 421   
|                                                                  |                                       |                     |        |      |  |   |       
|NET INCOME                                                        |                                       | $                   | 35     |      |  | $ | 1,056 
|                                                                  |                                       |                     |        |      |  |   |       
|Basic earnings per share                                          |                                       | $                   | 0.02   |      |  | $ | 0.50  
|                                                                  |                                       |                     |        |      |  |   |       
|Diluted earnings per share                                        |                                       | $                   | 0.02   |      |  | $ | 0.49  
|                                                                  |                                       |                     |        |      |  |   |       
|Weighted average basic shares outstanding                         |                                       |                     | 2,090  |      |  |   | 2,096 
|Dilutive effect of outstanding stock options                      |                                       |                     | 86     |      |  |   | 43    
|                                                                  |                                       |                     |        |      |  |   |       
|Weighted average diluted shares outstanding                       |                                       |                     | 2,176  |      |  |   | 2,139 
|                                                                  |                                       |                     |        |      |  |   |       

See accompanying notes to consolidated financial statements.



10



---

MAYFLOWER BANCORP, INC. AND
SUBSIDIARY

CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS EQUITY



|                                                                                                          |                                      |              |   |  |                   |       |   |                          |   |       |                  |  |   |                                            |   |  |       |       |   |  |   |        |  
|--------------------------------------------------------------------------------------------------------- | ------------------------------------ | ------------ | - |  | ----------------- | ----- | - | ------------------------ | - | ----- | ---------------- |  | - | ------------------------------------------ | - |  | ----- | ----- | - |  | - | ------ | -
|                                                                                                          |                                      | CommonShares |   |  | CommonStockAmount |       |   | AdditionalPaid-InCapital |   |       | RetainedEarnings |  |   | AccumulatedOtherComprehensiveIncome (Loss) |   |  | Total |      
|                                                                                                          | (In Thousands, except share amounts) |             
|BALANCE, April 30, 2007                                                                                   |                                      | 2,095,856    |   |  | $                 | 2,096 |   |                          | $ | 4,254 |                  |  | $ | 13,485                                     |   |  | $     | (218  | ) |  | $ | 19,617 |  
|                                                                                                          |                                      |              |   |  |                   |      
|COMPREHENSIVE INCOME:                                                                                     |                                      |              |   |  |                   |       |   |                          |   |       |                  |  |   |                                            |   |  |       |       |   |  |   |        |  
|Net income                                                                                                |                                      |             |   |  |                   |      |   |                          |   |      |                  |  |   | 1,056                                      |   |  |       |      |   |  |   | 1,056  |  
|Other comprehensive income, net of tax:                                                                   |                                      |              |   |  |                   |       |   |                          |   |       |                  |  |   |                                            |   |  |       |       |   |  |   |        |  
|Change in unrealized loss on securities available-for-sale, net of deferred income taxes of $115,000      |                                      |             |   |  |                   |      |   |                          |   |      |                  |  |   |                                           |   |  |       | 186   |   |  |   | 186    |  
|Reclassification adjustment for gains included in net income, net of deferred income taxes of $36,000     |                                      |             |   |  |                   |      |   |                          |   |      |                  |  |   |                                           |   |  |       | (72   | ) |  |   | (72    | )
|                                                                                                          |                                      |              |   |  |                   |       |   |                          |   |       |                  |  |   |                                            |   |  |       |       |   |  |   |        |  
|                                                                                                          |                                      |              |   |  |                   |       |   |                          |   |       |                  |  |   |                                            |   |  |       |       |   |  |   | 114    |  
|                                                                                                          |                                      |              |   |  |                   |       |   |                          |   |       |                  |  |   |                                            |   |  |       |       |   |  |   |        |  
|Total comprehensive income                                                                                |                                      |              |   |  |                   |       |   |                          |   |       |                  |  |   |                                            |   |  |       |       |   |  |   | 1,170  |  
|Issuance of shares of $1 par value common stock                                                           |                                      | 8,343        |   |  |                   | 8     |   |                          |   | 78    |                  |  |   |                                           |   |  |       |      |   |  |   | 86     |  
|                                                                                                          |                                      |              |   |  |                   |      
|Purchase of Company stock                                                                                 |                                      | (12,171      | ) |  |                   | (12   | ) |                          |   | (20   | )                |  |   | (114                                       | ) |  |       |      |   |  |   | (146   | )
|                                                                                                          |                                      |              |   |  |                   |      
|Cash dividends paid ($.40 per share)                                                                      |                                      |             |   |  |                   |      |   |                          |   |      |                  |  |   | (838                                       | ) |  |       |      |   |  |   | (838   | )
|                                                                                                          |                                      |              |   |  |                   |       |   |                          |   |       |                  |  |   |                                            |   |  |       |       |   |  |   |        |  
|                                                                                                          |                                      |              |   |  |                   |      
|BALANCE, April 30, 2008                                                                                   |                                      | 2,092,028    |   |  |                   | 2,092 |   |                          |   | 4,312 |                  |  |   | 13,589                                     |   |  |       | (104  | ) |  |   | 19,889 |  
|                                                                                                          |                                      |              |   |  |                   |      
|COMPREHENSIVE INCOME:                                                                                     |                                      |              |   |  |                   |       |   |                          |   |       |                  |  |   |                                            |   |  |       |       |   |  |   |        |  
|Net income                                                                                                |                                      |             |   |  |                   |      |   |                          |   |      |                  |  |   | 35                                         |   |  |       |      |   |  |   | 35     |  
|Other comprehensive income, net of tax:                                                                   |                                      |              |   |  |                   |       |   |                          |   |       |                  |  |   |                                            |   |  |       |       |   |  |   |        |  
|Change in unrealized gain/loss on securities available-for-sale, net of deferred income taxes of $503,000 |                                      |             |   |  |                   |      |   |                          |   |      |                  |  |   |                                           |   |  |       | (990  | ) |  |   | (990   | )
|Reclassification adjustment for losses included in net income, net of deferred income taxes of $655,000   |                                      |             |   |  |                   |      |   |                          |   |      |                  |  |   |                                           |   |  |       | 1,288 |   |  |   | 1,288  |  
|                                                                                                          |                                      |              |   |  |                   |       |   |                          |   |       |                  |  |   |                                            |   |  |       |       |   |  |   |        |  
|                                                                                                          |                                      |              |   |  |                   |       |   |                          |   |       |                  |  |   |                                            |   |  |       |       |   |  |   | 298    |  
|                                                                                                          |                                      |              |   |  |                   |       |   |                          |   |       |                  |  |   |                                            |   |  |       |       |   |  |   |        |  
|                                                                                                          |                                      |              |   |  |                   |      
|Total comprehensive income                                                                                |                                      |              |   |  |                   |       |   |                          |   |       |                  |  |   |                                            |   |  |       |       |   |  |   | 333    |  
|Issuance of shares of $1 par value common stock                                                           |                                      | 1,500        |   |  |                   | 1     |   |                          |   | 12    |                  |  |   |                                           |   |  |       |      |   |  |   | 13     |  
|                                                                                                          |                                      |              |   |  |                   |      
|Purchase of Company stock                                                                                 |                                      | (7,642       | ) |  |                   | (7    | ) |                          |   | (13   | )                |  |   | (42                                        | ) |  |       |      |   |  |   | (62    | )
|                                                                                                          |                                      |              |   |  |                   |      
|Cash dividends paid ($.40 per share)                                                                      |                                      |             |   |  |                   |      |   |                          |   |      |                  |  |   | (835                                       | ) |  |       |      |   |  |   | (835   | )
|                                                                                                          |                                      |              |   |  |                   |       |   |                          |   |       |                  |  |   |                                            |   |  |       |       |   |  |   |        |  
|                                                                                                          |                                      |              |   |  |                   |      
|BALANCE, April 30, 2009                                                                                   |                                      | 2,085,886    |   |  | $                 | 2,086 |   |                          | $ | 4,311 |                  |  | $ | 12,747                                     |   |  | $     | 194   |   |  | $ | 19,338 |  
|                                                                                                          |                                      |              |   |  |                   |       |   |                          |   |       |                  |  |   |                                            |   |  |       |       |   |  |   |        |  

See accompanying notes to consolidated financial statements.



11



---

MAYFLOWER BANCORP, INC. AND
SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH
FLOWS



|                                                                                  |                |                     |         |      |  |   |         |  
|--------------------------------------------------------------------------------- | -------------- | ------------------- | ------- | ---- |  | - | ------- | -
|                                                                                  |                | Year Ended April 30 |        
|                                                                                  | 2009           |                     |         | 2008 | 
|                                                                                  | (In Thousands) |                    
|CASH FLOWS FROM OPERATING ACTIVITIES:                                             |                |                     |         |      |  |   |         |  
|Interest and dividends received                                                   |                | $                   | 12,560  |      |  | $ | 13,503  |  
|Fees and other income received                                                    |                |                     | 1,600   |      |  |   | 1,268   |  
|Interest paid                                                                     |                |                     | (5,083  | )    |  |   | (6,684  | )
|Cash paid to suppliers and employees                                              |                |                     | (5,436  | )    |  |   | (6,230  | )
|Income taxes paid                                                                 |                |                     | (620    | )    |  |   | (741    | )
|                                                                                  |                |                     |         |      |  |   |         |  
|Net cash provided by operating activities                                         |                |                     | 3,021   |      |  |   | 1,116   |  
|                                                                                  |                |                     |         |      |  |   |         |  
|                                                                                  |                |                    
|CASH FLOWS FROM INVESTING ACTIVITIES:                                             |                |                     |         |      |  |   |         |  
|Net (increase) decrease in loans                                                  |                |                     | (5,530  | )    |  |   | 11,117  |  
|Purchases of available-for-sale securities                                        |                |                     | (12,316 | )    |  |   | (29,182 | )
|Proceeds from sales, calls, and maturities of available-for-sale securities       |                |                     | 17,273  |      |  |   | 21,888  |  
|Purchases of held-to-maturity securities                                          |                |                     | (19,160 | )    |  |   | (21,567 | )
|Proceeds from maturities and calls of held-to-maturity securities                 |                |                     | 17,244  |      |  |   | 15,158  |  
|Proceeds from sales of real estate acquired by foreclosure                        |                |                     | 4       |      |  |   |        |  
|Capital additions to real estate acquired by foreclosure                          |                |                     | (314    | )    |  |   |        |  
|Purchases of premises and equipment                                               |                |                     | (2,000  | )    |  |   | (1,841  | )
|Other - net                                                                       |                |                     | 61      |      |  |   | 156     |  
|                                                                                  |                |                     |         |      |  |   |         |  
|Net cash used in investing activities                                             |                |                     | (4,738  | )    |  |   | (4,271  | )
|                                                                                  |                |                     |         |      |  |   |         |  
|                                                                                  |                |                    
|CASH FLOWS FROM FINANCING ACTIVITIES:                                             |                |                     |         |      |  |   |         |  
|Net increase in deposits                                                          |                |                     | 9,781   |      |  |   | 3,317   |  
|Proceeds from advances and borrowings                                             |                |                     | 3,000   |      |  |   | 11,000  |  
|Payments on advances and borrowings                                               |                |                     | (7,771  | )    |  |   | (12,899 | )
|Net increase (decrease) in advances from borrowers for taxes and insurance        |                |                     | 52      |      |  |   | (172    | )
|Proceeds from issuance of common stock                                            |                |                     | 13      |      |  |   | 86      |  
|Repurchase of Company stock                                                       |                |                     | (62     | )    |  |   | (146    | )
|Dividends paid                                                                    |                |                     | (835    | )    |  |   | (838    | )
|                                                                                  |                |                     |         |      |  |   |         |  
|Net cash provided by financing activities                                         |                |                     | 4,178   |      |  |   | 348     |  
|                                                                                  |                |                     |         |      |  |   |         |  
|Net increase (decrease) in cash and cash equivalents                              |                |                     | 2,461   |      |  |   | (2,807  | )
|                                                                                  |                |                    
|Cash and cash equivalents, beginning of year                                      |                |                     | 7,915   |      |  |   | 10,722  |  
|                                                                                  |                |                     |         |      |  |   |         |  
|Cash and cash equivalents, end of year                                            |                | $                   | 10,376  |      |  | $ | 7,915   |  
|                                                                                  |                |                     |         |      |  |   |         |  
|                                                                                  |                |                    
|Reconciliations of net income to net cash provided by operating activities:       |                |                     |         |      |  |   |         |  
|Net income                                                                        |                | $                   | 35      |      |  | $ | 1,056   |  
|                                                                                  |                |                     |         |      |  |   |         |  
|                                                                                  |                |                    
|Adjustments to reconcile net income to net cash provided by operating activities: |                |                     |         |      |  |   |         |  
|Depreciation                                                                      |                |                     | 490     |      |  |   | 498     |  
|Writedown of real estate acquired by foreclosure                                  |                |                     | 100     |      |  |   |        |  
|Allowance for losses on off-balance sheet items                                   |                |                     |        |      |  |   | (20     | )
|Premium amortization                                                              |                |                     | 47      |      |  |   | 47      |  
|Intangible amortization                                                           |                |                     | 14      |      |  |   | 14      |  
|Deferred income taxes                                                             |                |                     | (985    | )    |  |   | (355    | )
|Loss (gain) on sales and writedowns of investment securities, net                 |                |                     | 1,943   |      |  |   | (108    | )
|Decrease (increase) in refundable income taxes                                    |                |                     | 161     |      |  |   | 35      |  
|Decrease (increase) in accrued interest receivable                                |                |                     | 107     |      |  |   | (4      | )
|Decrease (increase) in prepaid expenses                                           |                |                     | (10     | )    |  |   | (34     | )
|Decrease (increase) in mortgage servicing rights                                  |                |                     | (82     | )    |  |   | (13     | )
|Increase (decrease) in deferred loan origination fees                             |                |                     | (20     | )    |  |   | (55     | )
|Increase (decrease) in accrued interest payable                                   |                |                     | (15     | )    |  |   | (13     | )
|Increase (decrease) in accrued expenses                                           |                |                     | 1,236   |      |  |   | 68      |  
|                                                                                  |                |                     |         |      |  |   |         |  
|Total adjustments                                                                 |                |                     | 2,986   |      |  |   | 60      |  
|                                                                                  |                |                     |         |      |  |   |         |  
|Net cash provided by operating activities                                         |                | $                   | 3,021   |      |  | $ | 1,116   |  
|                                                                                  |                |                     |         |      |  |   |         |  
|                                                                                  |                |                    
|SUPPLEMENTAL DISCLOSURES:                                                         |                |                     |         |      |  |   |         |  
|Total decrease in unrealized loss on securities available-for-sale                |                | $                   | 450     |      |  | $ | 193     |  
|                                                                                  |                |                     |         |      |  |   |         |  
|                                                                                  |                |                    
|Loans transferred to foreclosed real estate                                       |                | $                   |        |      |  | $ | 605     |  
|                                                                                  |                |                     |         |      |  |   |         |  
|                                                                                  |                |                    
|Proceeds from sales of foreclosed real estate financed through loans              |                | $                   | 225     |      |  | $ |        |  
|                                                                                  |                |                     |         |      |  |   |         |  

See accompanying notes to consolidated financial statements.



12



---

MAYFLOWER BANCORP, INC. AND
SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS

YEARS ENDED APRIL 30, 2009 AND 2008



|A. | Summary of Significant Accounting Policies:
|-- | -------------------------------------------

Nature of operations:

Mayflower Bancorp, Inc. (the Company) is a Massachusetts chartered holding company whose
principal subsidiary is Mayflower Bank (the Bank). The Bank operates eight full service banking offices in Middleboro, Plymouth, Wareham, Rochester, Bridgewater, Lakeville, and West Wareham, Massachusetts providing a variety of deposit
and lending services. The Bank opened its eighth full service office in Plymouth, Massachusetts in May 2009. As a Massachusetts chartered co-operative bank whose deposits are insured by the Federal Deposit Insurance Corporation (FDIC)
and the Share Insurance Fund (SIF), the activities of the Bank are subject to regulation, supervision and examination by federal and state regulatory authorities, including, but not limited to the FDIC, the Massachusetts Commissioner of
Banks and the SIF. In addition, as a bank holding company, the Company is subject to supervision, examination and regulation by the Board of Governors of the Federal Reserve System.

Basis of presentation:

On
February 15, 2007, Mayflower Co-operative Bank completed its reorganization into a holding company structure, at which time it became a wholly-owned subsidiary of Mayflower Bancorp, Inc. Each share of Mayflower Co-operative Bank common stock
was converted to one share of Mayflower Bancorp, Inc. common stock. The results presented for the years ended April 30, 2009 and 2008 are those of Mayflower Bancorp, Inc., which include the accounts of the Company and its wholly-owned
subsidiary Mayflower Bank and its subsidiaries, MFLR Securities Corporation and Mayflower Plaza, LLC. The Company has one reportable operating segment. All significant intercompany balances and transactions have been eliminated in consolidation.

The accounting and reporting policies of the Company conform to U.S. generally accepted accounting principles and to general practices
within the Banking industry. In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities at the balance sheet date and income and expenses
for the period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to change in the near term relate to the determination of the allowance for loan losses, the allowance for loan losses on
off-balance sheet credit exposures and other temporary declines in the value of investment securities requiring impairment writedowns due to general market conditions or other factors.

Certain amounts in the prior years consolidated financial statements were reclassified to facilitate comparison with the current fiscal year.

Cash and cash equivalents:

For purposes of the statements of cash flows, the Company considers cash and cash equivalents to include cash on hand, amounts due from banks, federal funds sold and overnight investments. Generally, federal funds are sold for one-day
periods.

Investment securities:

Trading securities:

Securities that are held for short-term resale are classified as trading account
securities and recorded at their fair values. Realized and unrealized gains and losses on trading account securities are included in other income.

Securities held-to-maturity:

Government, federal agency, corporate debt securities, and municipal obligations that
management has the positive intent and ability to hold to maturity are reported at cost, adjusted for amortization of premiums and accretion of discounts that are recognized in interest income using methods approximating the interest method over the
period to maturity. Mortgage-backed securities represent participating interests in pools of long-term first mortgage loans originated and serviced by issuers of the securities. Premiums and discounts are amortized using methods approximating the
interest method over the remaining period to contractual maturity, adjusted for anticipated prepayments.



13



---

MAYFLOWER BANCORP, INC. AND
SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS

YEARS ENDED APRIL 30, 2009 AND 2008

(Continued)



|A. | Summary of Significant Accounting Policies - (continued):
|-- | ---------------------------------------------------------



Securities available-for-sale:

Available-for-sale securities consist of investment securities not classified as trading securities nor as held-to-maturity securities. Unrealized holding
gains and losses, net of tax, on available-for-sale securities are excluded from earnings and are included in other comprehensive income (loss). Realized gains (losses) on available-for-sale securities are included in other income (expense) and,
when applicable, are reported as a reclassification adjustment, net of tax, in other comprehensive income (loss). Gains and losses on the sale of available-for-sale securities are determined using the specific-identification method. The amortization
of premiums and the accretion of discounts are recognized in interest income using methods approximating the interest method over the remaining period to contractual maturity.

Declines in the fair value of individual held-to-maturity and available-for-sale securities below their cost that are other than temporary result in
write-downs of the individual securities to their fair value. The related write-downs are included in earnings as realized losses. In estimating other-than-temporary impairment losses, management considers (1) the length of time and the extent
to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to
allow for any anticipated recovery in fair value.

Loans receivable:

Lending activities are conducted principally in the Southeastern Massachusetts area. The Company grants single-family and multi-family residential
mortgages, commercial real estate mortgages, commercial loans and a variety of consumer loans. In addition, the Company grants loans for the construction of residential homes, multi-family properties, commercial real estate properties and for land
development. Most loans granted by the Company are collateralized by real estate.

The ability and willingness of borrowers to honor their
repayment commitments is generally dependent on the health of the real estate economic sector in the borrowers geographic areas and the general economy. Loans receivable that management has the intent and ability to hold for the foreseeable
future or until maturity or payoff are reported at their outstanding unpaid principal balances reduced by any charge-offs or specific valuation accounts and net of unearned discount, deferred loan fees and the allowance for loan losses. Loan
origination and commitment fees and certain direct loan origination costs are capitalized and the net amount is amortized as an adjustment of the loan yield over the contractual life of the related loans.

Loan income:

Interest on loans is
credited to income by applying the interest rate to the principal amount outstanding. Loans on which accrual of interest has been discontinued are designated as non-accrual loans. Accrual of interest on loans and amortization of net deferred loan
fees or costs are discontinued either when a loan is specifically determined to be impaired, or when a loan becomes contractually past due 90 days with respect to interest or principal. The accrual of interest on some loans, however, may continue
even though they are more than 90 days past due if management deems it appropriate, provided that the loans are well secured and in the process of collection. When a loan is placed on non-accrual status, all interest previously accrued but not
collected is reversed against current period interest income. Interest accruals are resumed on such specific impaired loans only when they are brought fully current with respect to interest and principal and when, in the judgment of management, the
loans are estimated to be fully collectible as to both principal and interest.

Allowance for loan losses and allowance for loan losses
on off-balance sheet credit exposures:

The adequacy of the allowance for loan losses is evaluated on a regular basis by management and
the Companys Board of Directors. Factors considered in evaluating the adequacy of the allowance include previous loss experience, current economic conditions and their effect on borrowers, the estimated value of any underlying collateral and
the performance of individual loans in relation to contract terms. The provision for loan losses charged to operations is based upon managements judgment of the amount necessary to maintain the allowance at a level adequate to absorb possible
losses. Loans are charged off when management believes the collectibility of the principal is unlikely.

Management believes that the
Companys current allowance for loan losses is adequate. While the allowance for loan losses is evaluated by management based upon available information, future additions to the allowance may be necessary based on changes in local economic
conditions. Additionally, regulatory agencies review the Companys allowance for loan losses as part of their examination process. Such agencies may require the Company to recognize additions to the allowance based on judgments which may be
different from those of management.



14



---

MAYFLOWER BANCORP, INC. AND
SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS

YEARS ENDED APRIL 30, 2009 AND 2008

(Continued)



|A. | Summary of Significant Accounting Policies - (continued):
|-- | ---------------------------------------------------------



Allowance for loan losses and allowance for loan losses on off-balance sheet credit exposures
- (continued):

The allowance consists of specific, general, and unallocated components. The specific component relates to loans that
are classified as doubtful, substandard, or special mention. For such loans that are also classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan
is lower than the carrying value of that loan. The general component covers non-classified loans and is based on historical loss experience adjusted for qualitative factors. An unallocated component is maintained to cover uncertainties
that could affect managements estimate of probable losses. The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general
losses in the portfolio.

A loan is considered impaired when, based on current information and events, it is probable that the Company will
be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the
probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of
payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrowers prior payment
record, and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan-by-loan basis for commercial and construction loans by either the present value of expected future cash flows discounted at
the loans effective interest rate, the loans obtainable market price, or the fair value of the collateral if the loan is collateral dependent.

Large groups of similar balance homogenous loans are collectively evaluated for impairment. Accordingly, the Company does not separately identify individual consumer and residential loans for impairment disclosures,
unless such loans are the subject of a restructuring agreement.

The Company also maintains an allowance for possible losses on its
outstanding loan commitments. The allowance for loan losses on off-balance sheet credit exposures (shown separately on the balance sheet) is maintained based on expected drawdowns of committed loans and their loss experience factors and
managements assessment of various other factors including current and anticipated economic conditions that may affect the borrowers ability to pay, and trends in loan delinquencies and charge-offs.

Impaired loans:

The Company follows
Statement of Financial Accounting Standard (SFAS) No. 114, Accounting by Creditors for Impairment of a Loan, which requires that certain impaired loans be measured based on the present value of expected future cash flows
discounted at the loans original effective interest rate or the collateral value. When the measure of the impaired loan is less than the recorded investment in the loan, the impairment is recorded through a valuation allowance.

Impairment of long-lived assets:

The
Company follows Statement of Financial Accounting Standard (SFAS) No. 144, Accounting for the Impairment and Disposal of Long-Lived Assets. The standard requires an entity to review long-lived assets and certain identifiable
intangibles to be held and used for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Under the standard, all long-lived assets and certain identifiable intangibles to be disposed of are to be reported at the lower of the carrying amount or fair value, less costs to sell.

Foreclosed real estate:

Real estate
properties acquired through, or in lieu of loan foreclosure, are to be sold, and are recorded at the time of foreclosure at the lower of the carrying amount of the loan or at the fair value, less costs to sell, of the related collateral, which
becomes the new basis. The excess of the balance of the loan over the estimated fair value, if any, is charged to the allowance for loan losses. After foreclosure, these assets are carried at the lower of their new cost basis or fair value less
costs to sell. Impairment losses on property to be held and used are measured as the amount by which the carrying amount of a property exceeds its fair value. Costs incurred in maintaining foreclosed real estate and subsequent adjustments to the
carrying amount of the property are included in losses and expenses of foreclosed real estate.



15



---

MAYFLOWER BANCORP, INC. AND
SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS

YEARS ENDED APRIL 30, 2009 AND 2008

(Continued)



|A. | Summary of Significant Accounting Policies - (continued):
|-- | ---------------------------------------------------------



Premises and equipment:

Premises and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation and amortization is computed on the straight-line
method over the estimated useful lives of the respective assets as follows:



|                                  |  |               
|--------------------------------- |  | --------------
|Office buildings and improvements |  | 20 to 50 years
|Furniture, fixtures and equipment |  | 3 to 20 years 

Mortgage servicing rights:

The Company follows Statement of Financial Accounting Standard (SFAS) No. 140, Accounting for Transfers and Servicing of Financial Assets
and Extinguishments of Liabilities. This statement requires that the Company recognize the rights to service mortgage loans for others, regardless of the manner in which the servicing rights are acquired, as separate assets. In addition,
capitalized mortgage servicing rights are required to be assessed for impairment based on the fair value of those rights. Fair values are estimated using discounted cash flows based on a current market interest rate. The amount of impairment
recognized is the amount by which the capitalized mortgage servicing rights for a stratum exceed their fair value.

Intangible
assets:

In connection with the acquisition (accounted for as a purchase) of the deposits of the Companys Rochester branch, costs
allocated to this purchase, including the deposit acquisition premium, have been capitalized. Amortization of these intangible assets is on a straight-line method over a 15-year period.

Income taxes:

Deferred income tax
assets and liabilities are computed annually for differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to
the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. Income tax expense is the tax payable or refundable
for the period plus or minus the change during the period in related deferred tax assets and liabilities.

The Company classifies interest
resulting from underpayment of income taxes as income tax expense in the first period the interest would begin accruing according to the provisions of the relevant tax law. The Company classifies penalties resulting from underpayment of income taxes
as income tax expense in the period for which the Company claims or expects to claim an uncertain tax position or in the period in which the Company judgment changes regarding an uncertain tax position.

Pension plan:

The Company provides
pension benefits for its employees through participation in the Massachusetts Co-operative Banks Employees Retirement Association. It is the Companys policy to fund pension plan costs in the year of accrual.

Stock-based compensation:

At
April 30, 2009, the Company had one stock-based compensation plan, which is described more fully in Note M. Effective May 1, 2006, the Company adopted Statement of Financial Accounting Standard (SFAS) No. 123 (revised 2004),
Share-Based Payment,which requires the measurement and recognition of compensation expense for all stock-based awards made to employees and directors, including stock option grants, based on estimated fair values. SFAS
No. 123(R) supersedes previous accounting under Accounting Principles Board Opinion (APB) No. 25, Accounting for Stock Issued to Employees for periods beginning in fiscal year 2007.

SFAS No. 123(R) requires the Company to estimate the fair value of stock-based awards on the date of grant using an option-pricing model. The value
of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in the Consolidated Statements of Income. The Company adopted SFAS No. 123(R) using the modified prospective transition
method that requires the application of the accounting standard starting the first day of the fiscal year, May 1, 2006, for the Company. The Consolidated Financial Statements, as of and for the years ended April 30, 2009 and 2008, reflect
the impact of SFAS No. 123(R).

Upon adoption of SFAS No. 123(R), the Company selected the Black-Scholes option-pricing model as
the most appropriate method for determining the estimated fair value for stock-based awards.



16



---

MAYFLOWER BANCORP, INC. AND
SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS

YEARS ENDED APRIL 30, 2009 AND 2008

(Continued)



|A. | Summary of Significant Accounting Policies - (continued):
|-- | ---------------------------------------------------------



Earnings per share:

Basic earnings per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period.
Diluted earnings per share reflects the effect on the weighted average shares outstanding of the number of additional shares outstanding if dilutive stock options were converted into common stock using the treasury method.

Fair values of financial instruments:

Statement of Financial Accounting Standard (SFAS) No. 107, Disclosures about Fair Value of Financial Instruments,requires disclosures of fair value information about financial instruments, whether or not recognized
in the statement of financial condition, for which it is practicable to estimate that value. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those
techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets, and, in
many cases, could not be realized in immediate settlement of the instruments.

Statement No. 107 excludes certain financial instruments
and all non-financial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company.

The following methods and assumptions were used by the Company in estimating its fair value disclosures for financial instruments:

Cash, due from banks, federal funds sold and overnight investments:

The carrying amounts reported in the statements of financial condition for cash, due from banks, federal funds sold, and overnight investments, approximate those assets' fair values.

Investment securities:

Fair values
of investment securities are based on quoted market prices, where available. If quoted market prices are not available, fair values are based on quoted market prices of comparable instruments.

Loans:

Fair values are estimated for
portfolios of loans with similar financial characteristics. Loans are segregated by type, such as commercial real estate, residential mortgage, and other consumer. Each loan category is further segmented into fixed and adjustable rate interest
terms, and by performing and non-performing categories.

The fair value of performing loans, except residential mortgage loans, is
calculated by discounting contractual cash flows using estimated market discount rates which reflect the credit and interest rate risk inherent in the loan. For performing residential mortgage loans, fair value is estimated by discounting
contractual cash flows adjusted for prepayment estimates using discount rates based on secondary market sources adjusted to reflect differences in servicing and credit costs.

Fair value for significant non-performing loans is based on recent internal or external appraisals. If appraisals are not available, estimated cash flows
are discounted using a rate commensurate with the risk associated with the estimated cash flows. Assumptions regarding credit risk, cash flows, and discount rates are judgmentally determined using available market information and specific borrower
information.

The carrying amount of accrued interest receivable approximates its fair value.

Deposit liabilities:

Under SFAS
No. 107, the fair value of deposits with no stated maturity, such as non-interest bearing demand deposits, savings and NOW accounts, and money market and checking accounts, is equal to the amount payable on demand (that is, their carrying
amounts). The fair value of certificates of deposit is based on the discounted value of contractual cash flows.

Advances and
borrowings:

Fair values of advances and borrowings are estimated by discounting the future cash payment using rates currently available
to the Company for borrowings with similar terms and maturities.

Deposits with The Co-operative Central Bank and stock in Federal Home
Loan Bank:

The carrying amount of the deposits with The Co-operative Central Bank approximates its fair value. The carrying amount of
the stock in Federal Home Loan Bank is at cost, since it is not practicable to estimate the fair value because the stock is not marketable.



17



---

MAYFLOWER BANCORP, INC. AND
SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS

YEARS ENDED APRIL 30, 2009 AND 2008

(Continued)



|A. | Summary of Significant Accounting Policies - (continued):
|-- | ---------------------------------------------------------



Commitments to extend credit:

Commitments to extend credit were evaluated and fair value was estimated using the fees currently charged to enter into similar agreements, taking into
account the remaining terms of the agreements and the present creditworthiness of the counterparties. For fixed-rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates.

Limitations:

The fair
value estimates are made at a discrete point in time based on relevant market information and information about the financial instruments. Because no market exists for a significant portion of the Companys financial instruments, fair value
estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and such other factors. These estimates are subjective in nature and involve
uncertainties and matters of significant judgment, and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

In addition, the fair value estimates are based on existing on-balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that
are not considered financial instruments. Other significant assets and liabilities that are not considered financial assets or liabilities include the deferred tax assets or liabilities, and premises and equipment. In addition, as described for
investments and mortgage-backed securities, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in the estimates.

Fair value measurements:

SFAS
No. 157 was implemented by the Company effective May 1, 2008. SFAS No. 157 establishes a hierarchy that prioritizes the use of fair value inputs used in valuation methodologies into the following three levels:

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement
date.

Level 2: Significant other observable inputs as of the measurement date other than Level 1 prices such as quoted prices for similar
assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; or other inputs that are observable or can be derived from or corroborated by observable market data by correlation
or other means for substantially the full term of the asset.

Level 3: Significant unobservable inputs that reflect the reporting
entitys own assumptions about the assumptions that market participants would use in pricing an asset or liability as of the measurement date. These financial instruments do not have two way markets and are measured using managements best
estimate of fair value.

The following is a description of the companys valuation methodologies used to measure and disclose the fair
values of its financial assets and liabilities on a recurring or nonrecurring basis:

Securities available for sale: Securities available
for sale are recorded at fair value on a recurring basis. Fair value measurement is based on quoted prices, when available. If quoted prices are not available, fair values are measured using pricing models.

The company utilizes a third party pricing service to obtain fair values for investment securities. The pricing service utilizes the following method to
value the security portfolio.

The securities measured at fair value utilizing Level 1 inputs are marketable equity securities and utilizing
Level 2 inputs are corporate debt securities, municipal obligations, U.S. Government and Agency obligations, including mortgage-backed and related securities. The fair values represent either quoted market prices for the identical securities (Level
1 inputs) or fair values determined by pricing models that consider standard input factors such as observable market data, benchmark yields, reported trades, broker/dealer quotes, credit spreads, benchmark securities, as well as new issue data,
monthly payment information, and collateral performance, among others. The Company does not currently have any Level 3 securities in its portfolio.

Loans: The Company does not record loans at fair value on a recurring basis. However, from time to time, non-recurring fair value adjustments to collateral dependent loans are recorded to reflect partial write-downs based on the observable
market price or current appraised value of the collateral.



18



---

MAYFLOWER BANCORP, INC. AND
SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS

YEARS ENDED APRIL 30, 2009 AND 2008

(Continued)



|A. | Summary of Significant Accounting Policies - (continued):
|-- | ---------------------------------------------------------



Recent accounting pronouncements:

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities, an amendment of SFAS
No. 133,which changes the disclosure requirements for derivative instruments and hedging activities. This Statement is intended to enhance the current disclosure framework in SFAS No. 133. The Statement requires that
objectives for using derivative instruments be disclosed in terms of underlying risk and accounting designation. This Statement is effective for the Companys consolidated financial statements issued for fiscal years and interim periods
beginning after November 15, 2008 and is not expected to have a material impact on the Companys consolidated financial statements.

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles. This Statement identifies the sources of accounting principles and the framework for selecting the principles
used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States. This statement is effective for fiscal years and interim periods
beginning after November 15, 2008, with early adoption encouraged. The Company does not expect the implementation of this standard will have a material impact on its consolidated financial statements.



|B. | Investment Securities:
|-- | ----------------------

Investment securities have
been classified according to managements intent. The amortized cost of securities and their approximate fair values at April 30 are as follows:



|                                       |                |               |        |                      |   |                       |  |   |           |   |  |   |       
|-------------------------------------- | -------------- | ------------- | ------ | -------------------- | - | --------------------- |  | - | --------- | - |  | - | ------
|                                       |                | AmortizedCost |        | GrossUnrealizedGains |   | GrossUnrealizedLosses |  |   | FairValue
|                                       | April 30, 2009
|                                       | (In Thousands)
|AVAILABLE-FOR-SALE SECURITIES:         |                |               |        |                      |   |                       |  |   |           |   |  |   |       
|U.S. Government obligations            |                | $             | 6,498  |                      | $ | 37                    |  | $ |          |   |  | $ | 6,535 
|Corporate debt securities              |                |               | 1,000  |                      |   |                      |  |   | (511      | ) |  |   | 489   
|Municipal obligations                  |                |               | 1,985  |                      |   | 59                    |  |   |          |   |  |   | 2,044 
|Mortgage-backed and related securities |                |               | 33,449 |                      |   | 1,296                 |  |   | (1        | ) |  |   | 34,744
|Trust preferred securities             |                |               | 750    |                      |   |                      |  |   | (419      | ) |  |   | 331   
|Marketable equity securities           |                |               | 1,047  |                      |   | 29                    |  |   | (197      | ) |  |   | 879   
|                                       |                |               |        |                      |   |                       |  |   |           |   |  |   |       
|                                       |                | $             | 44,729 |                      | $ | 1,421                 |  | $ | (1,128    | ) |  | $ | 45,022
|                                       |                |               |        |                      |   |                       |  |   |           |   |  |   |       
|HELD-TO-MATURITY SECURITIES:           |                |               |        |                      |   |                       |  |   |           |   |  |   |       
|U.S. Government obligations            |                | $             | 15,555 |                      | $ | 95                    |  | $ | (10       | ) |  | $ | 15,640
|Municipal obligations                  |                |               | 2,917  |                      |   | 79                    |  |   | (19       | ) |  |   | 2,977 
|Mortgage-backed and related securities |                |               | 26,767 |                      |   | 826                   |  |   | (68       | ) |  |   | 27,525
|                                       |                |               |        |                      |   |                       |  |   |           |   |  |   |       
|                                       |                | $             | 45,239 |                      | $ | 1,000                 |  | $ | (97       | ) |  | $ | 46,142
|                                       |                |               |        |                      |   |                       |  |   |           |   |  |   |       



|                                       |                |               |        |                      |   |                       |  |   |           |   |  |   |       
|-------------------------------------- | -------------- | ------------- | ------ | -------------------- | - | --------------------- |  | - | --------- | - |  | - | ------
|                                       |                | AmortizedCost |        | GrossUnrealizedGains |   | GrossUnrealizedLosses |  |   | FairValue
|                                       | April 30, 2008
|                                       | (In Thousands)
|AVAILABLE-FOR-SALE SECURITIES:         |                |               |        |                      |   |                       |  |   |           |   |  |   |       
|U.S. Government obligations            |                | $             | 6,595  |                      | $ | 50                    |  | $ |          |   |  | $ | 6,645 
|Corporate debt securities              |                |               | 1,500  |                      |   |                      |  |   | (139      | ) |  |   | 1,361 
|Municipal obligations                  |                |               | 1,994  |                      |   | 36                    |  |   |          |   |  |   | 2,030 
|Mortgage-backed and related securities |                |               | 36,611 |                      |   | 526                   |  |   | (42       | ) |  |   | 37,095
|Trust preferred securities             |                |               | 750    |                      |   |                      |  |   | (55       | ) |  |   | 695   
|Marketable equity securities           |                |               | 4,173  |                      |   |                      |  |   | (533      | ) |  |   | 3,640 
|                                       |                |               |        |                      |   |                       |  |   |           |   |  |   |       
|                                       |                | $             | 51,623 |                      | $ | 612                   |  | $ | (769      | ) |  | $ | 51,466
|                                       |                |               |        |                      |   |                       |  |   |           |   |  |   |       
|HELD-TO-MATURITY SECURITIES:           |                |               |        |                      |   |                       |  |   |           |   |  |   |       
|U.S. Government obligations            |                | $             | 11,011 |                      | $ | 93                    |  | $ |          |   |  | $ | 11,104
|Municipal obligations                  |                |               | 3,275  |                      |   | 61                    |  |   |          |   |  |   | 3,336 
|Mortgage-backed and related securities |                |               | 29,091 |                      |   | 258                   |  |   | (74       | ) |  |   | 29,275
|                                       |                |               |        |                      |   |                       |  |   |           |   |  |   |       
|                                       |                | $             | 43,377 |                      | $ | 412                   |  | $ | (74       | ) |  | $ | 43,715
|                                       |                |               |        |                      |   |                       |  |   |           |   |  |   |       

At April 30, 2009, debt securities with a fair value of $2,522,000 were pledged to secure
advances from the Federal Reserve Bank.



19



---

MAYFLOWER BANCORP, INC. AND
SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS

YEARS ENDED APRIL 30, 2009 AND 2008

(Continued)



|B. | Investment Securities - (continued):
|-- | ------------------------------------



Mortgage-backed and related securities consist of primarily FHLMC and FNMA certificates and other
asset backed investments.

Proceeds from sales of investment securities amounted to $2,186,000 and $4,675,000 during the years ended
April 30, 2009 and 2008, respectively. Gross gains of $13,000 and $108,000 for the years ended April 30, 2009 and 2008, respectively, and gross losses of $28,000 and $0, respectively, for the years ended April 30, 2009 and 2008 were
realized on those sales. Additionally, gross gains of $2,000 and $0, respectively, were recorded on calls of investment securities.

During
the year ended April 30, 2009, the Company recognized an other-than-temporary impairment charge of $1,930,000 on its investment in the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporations preferred and
auction rate preferred stock.

The scheduled maturities of securities held-to-maturity and securities (other than equity securities)
available-for-sale at April 30, 2009 are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.



|                                       |                |                            |           |                              |               |        |           |   |        |  |   |       
|-------------------------------------- | -------------- | -------------------------- | --------- | ---------------------------- | ------------- | ------ | --------- | - | ------ |  | - | ------
|                                       |                | SecuritiesHeld-to-Maturity |           | SecuritiesAvailable-for-Sale
|                                       | AmortizedCost  |                            | FairValue |                              | AmortizedCost |        | FairValue
|                                       | (In Thousands)
|Due in 1 year or less                  |                | $                          | 253       |                              | $             | 257    |           | $ |       |  | $ |      
|Due after 1 year through 5 years       |                |                            | 12,981    |                              |               | 13,112 |           |   | 8,220  |  |   | 7,791 
|Due after 5 years through 10 years     |                |                            | 3,758     |                              |               | 3,772  |           |   | 500    |  |   | 504   
|Due after 10 years                     |                |                            | 1,480     |                              |               | 1,476  |           |   | 763    |  |   | 773   
|                                       |                |                            |           |                              |               |        |           |   |        |  |   |       
|                                       |                |                            | 18,472    |                              |               | 18,617 |           |   | 9,483  |  |   | 9,068 
|Mortgage-backed and related securities |                |                            | 26,767    |                              |               | 27,525 |           |   | 33,449 |  |   | 34,744
|                                       |                |                            |           |                              |               |        |           |   |        |  |   |       
|                                       |                | $                          | 45,239    |                              | $             | 46,142 |           | $ | 42,932 |  | $ | 43,812
|                                       |                |                            |           |                              |               |        |           |   |        |  |   |       

Information pertaining to securities with gross unrealized losses at April 30, 2009,
aggregated by investment category and length of time that individual securities have been in a continuous loss position follows:



|                                       |                |                         |                       |                          |           |       |                       |   |           |  |                       |       |  |   |       |  |   |      
|-------------------------------------- | -------------- | ----------------------- | --------------------- | ------------------------ | --------- | ----- | --------------------- | - | --------- |  | --------------------- | ----- |  | - | ----- |  | - | -----
|                                       |                | Less Than Twelve Months |                       | Twelve Months or Greater |           | Total
|                                       | FairValue      |                         | GrossUnrealizedLosses |                          | FairValue |       | GrossUnrealizedLosses |   | FairValue |  | GrossUnrealizedLosses
|                                       | (In Thousands)
|Securities Available-for-Sale          |                |                         |                       |                          |           |       |                       |   |           |  |                       |       |  |   |       |  |   |      
|Debt Securities:                       |                |                         |                       |                          |           |       |                       |   |           |  |                       |       |  |   |       |  |   |      
|Corporate debt securities              |                | $                       |                      |                          | $         |      |                       | $ | 489       |  | $                     | 511   |  | $ | 489   |  | $ | 511  
|Mortgage-backed and related securities |                |                         | 560                   |                          |           | 1     |                       |   |          |  |                       |      |  |   | 560   |  |   | 1    
|Trust preferred securities             |                |                         |                      |                          |           |      |                       |   | 331       |  |                       | 419   |  |   | 331   |  |   | 419  
|                                       |                |                         |                       |                          |           |       |                       |   |           |  |                       |       |  |   |       |  |   |      
|Total debt securities                  |                |                         | 560                   |                          |           | 1     |                       |   | 820       |  |                       | 930   |  |   | 1,380 |  |   | 931  
|                                       |                |                         |                       |                          |           |      
|Marketable equity securities           |                |                         |                      |                          |           |      |                       |   | 551       |  |                       | 197   |  |   | 551   |  |   | 197  
|                                       |                |                         |                       |                          |           |       |                       |   |           |  |                       |       |  |   |       |  |   |      
|                                       |                |                         |                       |                          |           |      
|Total securities available-for-sale    |                | $                       | 560                   |                          | $         | 1     |                       | $ | 1,371     |  | $                     | 1,127 |  | $ | 1,931 |  | $ | 1,128
|                                       |                |                         |                       |                          |           |       |                       |   |           |  |                       |       |  |   |       |  |   |      
|                                       |                |                         |                       |                          |           |      
|Securities Held-to-Maturity            |                |                         |                       |                          |           |       |                       |   |           |  |                       |       |  |   |       |  |   |      
|U.S. Government obligations            |                | $                       | 3,997                 |                          | $         | 10    |                       | $ |          |  | $                     |      |  | $ | 3,997 |  | $ | 10   
|Mortgage-backed and related securities |                |                         | 711                   |                          |           | 3     |                       |   | 218       |  |                       | 65    |  |   | 929   |  |   | 68   
|Municipal obligations                  |                |                         | 980                   |                          |           | 19    |                       |   |          |  |                       |      |  |   | 980   |  |   | 19   
|                                       |                |                         |                       |                          |           |       |                       |   |           |  |                       |       |  |   |       |  |   |      
|                                       |                |                         |                       |                          |           |      
|Total securities held-to-maturity      |                | $                       | 5,688                 |                          | $         | 32    |                       | $ | 218       |  | $                     | 65    |  | $ | 5,906 |  | $ | 97   
|                                       |                |                         |                       |                          |           |       |                       |   |           |  |                       |       |  |   |       |  |   |      

Management reviews the investment portfolio from time to time and evaluates securities for
other-than-temporary impairment status. As part of this review, management discusses those securities that have depreciated in value to determine if the security is other-than-temporarily impaired. If the conclusion is that the security has



20



---

MAYFLOWER BANCORP, INC. AND
SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS

YEARS ENDED APRIL 30, 2009 AND 2008

(Continued)



|B. | Investment Securities - (continued):
|-- | ------------------------------------



been impaired, management will either write down or sell the security. As part of the evaluation process, consideration is given to (1) the length of
time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent and ability of the Company to retain its investment in the issuer for a period of
time sufficient to allow for any anticipated recovery in fair value.

At April 30, 2009, the Company had 21 securities with an
amortized cost of $9,062,000 with $1,225,000 of unrealized losses on these securities. Of these securities, $6,281,000 with losses of $33,000, have been at a loss position for less than 12 months; and $2,781,000 of these securities, with losses of
$1,192,000, have been at a loss position for longer than 12 months. The Company believes that these securities are only temporarily impaired and that the full principal and interest will be collected as anticipated.

Of the securities with unrealized losses longer than 12 months at April 30, 2009, $511,000 of the unrealized loss relates to debt securities,
$419,000 relates to trust preferred securities, $197,000 relates to preferred stocks, and $65,000 of the unrealized loss relates to mortgage backed and related securities. The unrealized losses result from changes in bond and equity markets since
the securities purchase dates. The Company has the ability to hold the debt securities until maturity and equity securities for the foreseeable future. No declines are deemed to be other than temporary. In analyzing the issuers financial
condition, management considers industry analysts reports, financial performance, and projected target prices of investment analysts.



|C. | Loans Receivable:
|-- | -----------------

Loans receivable at
April 30 are summarized as follows:



|                                           |      |                |         |      |  |   |         |  
|------------------------------------------ | ---- | -------------- | ------- | ---- |  | - | ------- | -
|                                           |      | April 30       |        
|                                           | 2009 |                |         | 2008 | 
|                                           |      | (In Thousands) |        
|Mortgage loans on real estate:             |      |                |         |      |  |   |         |  
|Residential                                |      | $              | 54,706  |      |  | $ | 51,897  |  
|Commercial                                 |      |                | 43,404  |      |  |   | 37,319  |  
|Construction                               |      |                | 6,589   |      |  |   | 8,239   |  
|Home equity loans                          |      |                | 5,521   |      |  |   | 5,634   |  
|Home equity lines of credit                |      |                | 17,447  |      |  |   | 19,033  |  
|                                           |      |                |         |      |  |   |         |  
|                                           |      |                | 127,667 |      |  |   | 122,122 |  
|Less:                                      |      |                |         |      |  |   |         |  
|Due borrowers on unadvanced loans          |      |                | (1,392  | )    |  |   | (1,639  | )
|Net deferred loan origination (fees) costs |      |                | 85      |      |  |   | 65      |  
|                                           |      |                |         |      |  |   |         |  
|                                           |      |                | 126,360 |      |  |   | 120,548 |  
|                                           |      |                |         |      |  |   |         |  
|Consumer loans:                            |      |                |         |      |  |   |         |  
|Personal                                   |      |                | 1,052   |      |  |   | 1,272   |  
|Loans secured by savings accounts          |      |                | 703     |      |  |   | 855     |  
|                                           |      |                |         |      |  |   |         |  
|                                           |      |                | 1,755   |      |  |   | 2,127   |  
|                                           |      |                |         |      |  |   |         |  
|Commercial loans:                          |      |                |         |      |  |   |         |  
|Secured and unsecured                      |      |                | 1,013   |      |  |   | 1,259   |  
|Lines of credit                            |      |                | 3,288   |      |  |   | 2,777   |  
|                                           |      |                |         |      |  |   |         |  
|                                           |      |                | 4,301   |      |  |   | 4,036   |  
|                                           |      |                |         |      |  |   |         |  
|                                           |      |                | 132,416 |      |  |   | 126,711 |  
|Less allowance for loan losses             |      |                | (1,305  | )    |  |   | (1,375  | )
|                                           |      |                |         |      |  |   |         |  
|                                           |      | $              | 131,111 |      |  | $ | 125,336 |  
|                                           |      |                |         |      |  |   |         |  

Home equity lines of credit, consumer lines of credit and commercial lines of credit are shown net
of unadvanced funds amounting to $18,310,000, $390,000 and $2,969,000, respectively, at April 30, 2009.

Non-accrual loans includes
loans which are contractually past due 90 days or more and loans less than 90 days past due on which the Bank has ceased accruing interest. Total interest due but not accrued on non-accrual loans totaled approximately $11,000 and $16,000 at
April 30, 2009 and 2008, respectively.

At April 30, 2009, impaired loans included a commercial real estate mortgage loan.



21



---

MAYFLOWER BANCORP, INC. AND
SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS

YEARS ENDED APRIL 30, 2009 AND 2008

(Continued)



|C. | Loans Receivable - (continued):
|-- | -------------------------------



The following is a summary of information pertaining to impaired and non-accrual loans:



|                                                  |                |           |      |  |   |    
|------------------------------------------------- | -------------- | --------- | ---- |  | - | ---
|                                                  |                | April 30,
|                                                  | 2009           |           | 2008
|                                                  | (In Thousands)
|Total impaired loans                              |                | $         | 595  |  | $ |   
|                                                  |                |           |      |  |   |    
|Valuation allowance related to impaired loans     |                | $         | 26   |  | $ |   
|                                                  |                |           |      |  |   |    
|Non-accrual loans                                 |                | $         | 345  |  | $ | 617
|                                                  |                |           |      |  |   |    
|Loans past due 90 days or more and still accruing |                | $         |     |  | $ |   
|                                                  |                |           |      |  |   |    
|Average investment in impaired loans              |                | $         | 149  |  | $ |   
|                                                  |                |           |      |  |   |    
|Interest income recognized on impaired loans      |                | $         | 22   |  | $ |   
|                                                  |                |           |      |  |   |    

Activity in the allowance for loan losses is summarized as follows for the years ended
April 30:



|                             |                |      |       |   |      |   |       |  
|---------------------------- | -------------- | ---- | ----- | - | ---- | - | ----- | -
|                             |                | 2009 |       |   | 2008 |  
|                             | (In Thousands) |     
|Balance at beginning of year |                | $    | 1,375 |   |      | $ | 1,673 |  
|Provision for loan losses    |                |      |      |   |      |   |      |  
|Loans charged off            |                |      | (78   | ) |      |   | (305  | )
|Recoveries                   |                |      | 8     |   |      |   | 7     |  
|                             |                |      |       |   |      |   |       |  
|Balance at end of year       |                | $    | 1,305 |   |      | $ | 1,375 |  
|                             |                |      |       |   |      |   |       |  



|D. | Loan Servicing:
|-- | ---------------

Mortgage loans serviced for others
are not included in the accompanying consolidated statements of financial condition. The unpaid principal balance of mortgage loans serviced for others was $79,012,000 and $65,375,000 at April 30, 2009 and 2008, respectively.

Custodial escrow balances maintained in connection with the foregoing loan servicing, and included in demand deposits, were approximately $334,000 and
$279,000 at April 30, 2009 and 2008, respectively.

Mortgage servicing rights of approximately $260,000 and $138,000 were capitalized
in 2009 and 2008, respectively. Amortization of mortgage servicing rights was approximately $178,000 and $125,000 for the years ended April 30, 2009 and 2008, respectively.



|E. | Accrued Interest Receivable:
|-- | ----------------------------

Accrued interest
receivable at April 30 is summarized as follows:



|                      |  |                |       |      |   |      
|--------------------- |  | -------------- | ----- | ---- | - | -----
|                      |  | 2009           |       | 2008
|                      |  | (In Thousands)
|Investment securities |  | $              | 489   |      | $ | 593  
|Loans receivable      |  |                | 533   |      |   | 526  
|Other                 |  |                |      |      |   | 10   
|                      |  |                |       |      |   |      
|                      |  | $              | 1,022 |      | $ | 1,129
|                      |  |                |       |      |   |      



|F. | Premises and Equipment:
|-- | -----------------------

A summary of the cost and
accumulated depreciation of premises and equipment at April 30 is summarized as follows:



|                                |  |                |        |   |      |   |        |  
|------------------------------- |  | -------------- | ------ | - | ---- | - | ------ | -
|                                |  | 2009           |        |   | 2008 |  
|                                |  | (In Thousands) |       
|Land                            |  | $              | 2,928  |   |      | $ | 2,928  |  
|Buildings and land improvements |  |                | 10,902 |   |      |   | 9,005  |  
|Equipment                       |  |                | 2,125  |   |      |   | 2,022  |  
|                                |  |                |        |   |      |   |        |  
|                                |  |                | 15,955 |   |      |   | 13,955 |  
|Accumulated depreciation        |  |                | (3,964 | ) |      |   | (3,486 | )
|                                |  |                |        |   |      |   |        |  
|                                |  | $              | 11,991 |   |      | $ | 10,469 |  
|                                |  |                |        |   |      |   |        |  

Included in buildings and land improvements are costs approximating $800,000 relating to office
units the Company anticipates selling during the next fiscal year.

Depreciation expense for the years ended April 30, 2009 and 2008
amounted to $490,000 and $498,000, respectively.



22



---

MAYFLOWER BANCORP, INC. AND
SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS

YEARS ENDED APRIL 30, 2009 AND 2008

(Continued)



|G. | Deposits:
|-- | ---------

Deposits at April 30 are summarized
as follows:



|                               |                |      |         |      |   |        
|------------------------------ | -------------- | ---- | ------- | ---- | - | -------
|                               |                | 2009 |         | 2008
|                               | (In Thousands)
|NOW accounts                   |                | $    | 29,869  |      | $ | 27,382 
|Demand deposit accounts        |                |      | 12,462  |      |   | 12,792 
|Official checks                |                |      | 2,124   |      |   | 2,718  
|Regular savings accounts       |                |      | 31,148  |      |   | 30,175 
|Money market deposit accounts  |                |      | 20,693  |      |   | 13,948 
|                               |                |      |         |      |   |        
|Total non-certificate accounts |                |      | 96,296  |      |   | 87,015 
|                               |                |      |         |      |   |        
|                               |                |     
|Certificates:                  |                |      |         |      |   |        
|Term and money market          |                |      | 100,294 |      |   | 101,582
|IRA                            |                |      | 17,367  |      |   | 15,579 
|                               |                |      |         |      |   |        
|Total certificate accounts     |                |      | 117,661 |      |   | 117,161
|                               |                |      |         |      |   |        
|Total deposits                 |                | $    | 213,957 |      | $ | 204,176
|                               |                |      |         |      |   |        

Term deposit certificates of $100,000 or more totaled approximately $44,715,000 and $41,914,000 at
April 30, 2009 and 2008, respectively.

A summary of term certificate accounts by maturity, as of April 30, 2009, is as follows:



|                               |  |                     |   |  |                   |        
|------------------------------ |  | ------------------- | - |  | ----------------- | -------
|                               |  | WeightedAverageRate |   |  | AmountinThousands
|Within one year                |  | 3.06                | % |  | $                 | 107,466
|Over one year to two years     |  | 3.56                | % |  |                   | 5,870  
|Over two years to three years  |  | 3.30                | % |  |                   | 2,935  
|Over three years to five years |  | 3.33                | % |  |                   | 1,390  
|                               |  |                     |   |  |                   |        
|                               |  |                     |   |  | $                 | 117,661
|                               |  |                     |   |  |                   |        



|H. | Advances, Borrowings and Lines-of-Credit:
|-- | -----------------------------------------

At
April 30, 2009, the Company has outstanding advances from the Federal Home Loan Bank of Boston amounting to $13,500,000, which mature at various dates through June 2017 and bear interest at rates ranging from 2.50% to 5.17%. The advances may be
prepaid at any time subject to a prepayment fee. Also included in advances and borrowings is a mortgage note payable with an outstanding balance of $388,000, payable in monthly installments of $4,287 including interest at 6.25% through June 2011, at
which time the remaining principal is due. Land with a carrying value of approximately $1.0 million is pledged as collateral on this note. Principal maturities under these advances and the mortgage note payable are as follows:



|                     |  |                    |       
|-------------------- |  | ------------------ | ------
|Year Ending April 30 |  | Amount inThousands
|2010                 |  | $                  | 6,022 
|2011                 |  |                    | 4,024 
|2012                 |  |                    | 2,842 
|2013                 |  |                    |      
|2014                 |  |                    |      
|Thereafter           |  |                    | 1,000 
|                     |  |                    |       
|                     |  | $                  | 13,888
|                     |  |                    |       

All borrowings from the Federal Home Loan Bank of Boston are secured by certain unencumbered
mortgage loans. The Company also has a variable rate overnight line-of-credit of $2,714,000 with the Federal Home Loan Bank of Boston, which was unused at April 30, 2009. The Bank has also established a line of credit with the Federal Reserve
Bank, collateralized by $2.5 million of securities issued by Government Sponsored Entities, and has an unsecured line of credit with The Co-operative Central Bank. All of these lines were unused at April 30, 2009.



23



---

MAYFLOWER BANCORP, INC. AND
SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS

YEARS ENDED APRIL 30, 2009 AND 2008

(Continued)



|I. | Income Taxes:
|-- | -------------

Consolidated income taxes for the
years ended April 30 are summarized as follows:



|                                   |                |      |      |   |      |   |      |  
|---------------------------------- | -------------- | ---- | ---- | - | ---- | - | ---- | -
|                                   |                | 2009 |      |   | 2008 |  
|                                   | (In Thousands) |     
|Current:                           |                |      |      |   |      |   |      |  
|Federal                            |                | $    | 653  |   |      | $ | 708  |  
|State                              |                |      | 127  |   |      |   | 68   |  
|                                   |                |      |      |   |      |   |      |  
|Total current                      |                |      | 780  |   |      |   | 776  |  
|                                   |                |      |      |   |      |   |      |  
|                                   |                |     
|Deferred (Benefit):                |                |      |      |   |      |   |      |  
|Federal                            |                |      | (903 | ) |      |   | (328 | )
|State                              |                |      | (82  | ) |      |   | (27  | )
|                                   |                |      |      |   |      |   |      |  
|Total deferred (benefit)           |                |      | (985 | ) |      |   | (355 | )
|                                   |                |      |      |   |      |   |      |  
|Total income tax (benefit) expense |                | $    | (205 | ) |      | $ | 421  |  
|                                   |                |      |      |   |      |   |      |  

The components of the net deferred tax assets (liabilities) at April 30 are summarized as
follows:



|                                                           |  |                |       |   |      |   |      |  
|---------------------------------------------------------- |  | -------------- | ----- | - | ---- | - | ---- | -
|                                                           |  | 2009           |       |   | 2008 |  
|                                                           |  | (In Thousands) |      
|Deferred tax assets for deductible temporary differences   |  | $              | 1,962 |   |      | $ | 895  |  
|Deferred tax liabilities for taxable temporary differences |  |                | (945  | ) |      |   | (711 | )
|                                                           |  |                |       |   |      |   |      |  
|Net deferred tax asset                                     |  | $              | 1,017 |   |      | $ | 184  |  
|                                                           |  |                |       |   |      |   |      |  

The tax effects of significant temporary differences at April 30 are summarized as follows:



|                                                             |  |                |       |      |   |    
|------------------------------------------------------------ |  | -------------- | ----- | ---- | - | ---
|                                                             |  | 2009           |       | 2008
|                                                             |  | (In Thousands)
|Deferred tax assets:                                         |  |                |      
|Allowance for loan losses in excess of tax reserves          |  | $              | 534   |      | $ | 445
|Unrealized loss on available-for-sale securities             |  |                |      |      |   | 53 
|Deferred compensation                                        |  |                | 211   |      |   | 190
|Tax versus book basis of organization costs                  |  |                | 61    |      |   | 66 
|Capital loss carryover                                       |  |                | 59    |      |   | 59 
|Tax versus book basis of loans originated for sale           |  |                | 279   |      |   |   
|Tax versus book basis of real estate acquired by foreclosure |  |                | 62    |      |   |   
|Fannie Mae and Freddie Mac ordinary loss                     |  |                | 656   |      |   |   
|Reserve for credit losses                                    |  |                | 45    |      |   | 45 
|Other                                                        |  |                | 55    |      |   | 37 
|                                                             |  |                |       |      |   |    
|                                                             |  | $              | 1,962 |      | $ | 895
|                                                             |  |                |       |      |   |    
|Deferred tax liabilities:                                    |  |                |       |      |   |    
|Tax versus book basis of premises and equipment              |  | $              | 330   |      | $ | 357
|Tax versus book basis of loans originated for sale           |  |                |      |      |   | 2  
|Tax versus book basis of mortgage servicing rights           |  |                | 187   |      |   | 145
|Loan origination fees deferred for tax purposes              |  |                | 159   |      |   | 167
|Unrealized gain on available-for-sale securities             |  |                | 99    |      |   |   
|Other                                                        |  |                | 170   |      |   | 40 
|                                                             |  |                |       |      |   |    
|                                                             |  | $              | 945   |      | $ | 711
|                                                             |  |                |       |      |   |    

Total income tax expense differed from amounts computed by applying the U.S. federal income tax
rate of 34% to income before income taxes as a result of the following:



|                                                          |                |      |      |   |      |   |      |  
|--------------------------------------------------------- | -------------- | ---- | ---- | - | ---- | - | ---- | -
|                                                          |                | 2009 |      |   | 2008 |  
|                                                          | (In Thousands) |     
|Expected income tax (benefit) expense at federal tax rate |                | $    | (58  | ) |      | $ | 502  |  
|State income tax, net of federal income tax benefit       |                |      | 30   |   |      |   | 27   |  
|Dividends received deduction and other                    |                |      | (177 | ) |      |   | (108 | )
|                                                          |                |      |      |   |      |   |      |  
|Total income tax (benefit) expense                        |                | $    | (205 | ) |      | $ | 421  |  
|                                                          |                |      |      |   |      |   |      |  

No interest or penalties were recognized in income tax expense for the years ended April 30,
2009 and 2008.



24



---

MAYFLOWER BANCORP, INC. AND
SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS

YEARS ENDED APRIL 30, 2009 AND 2008

(Continued)



|J. | Other Noninterest Expense:
|-- | --------------------------

Other noninterest
expense amounts are summarized as follows for the years ended April 30:



|                                             |  |                |       |      |   |      
|-------------------------------------------- |  | -------------- | ----- | ---- | - | -----
|                                             |  | 2009           |       | 2008
|                                             |  | (In Thousands)
|Data processing                              |  | $              | 347   |      | $ | 305  
|Directors fees                              |  |                | 247   |      |   | 236  
|Professional fees (legal, audit, consulting) |  |                | 333   |      |   | 335  
|Printing, postage, and supplies              |  |                | 201   |      |   | 205  
|Other                                        |  |                | 902   |      |   | 904  
|                                             |  |                |       |      |   |      
|                                             |  | $              | 2,030 |      | $ | 1,985
|                                             |  |                |       |      |   |      



|K. | Commitments and Contingencies:
|-- | ------------------------------

Financial
instruments with off-balance sheet risk:

The Company enters into financial agreements in the normal course of business that have
off-balance sheet risks. These arrangements are used to meet the financing needs of its customers and to limit its own exposure to fluctuating market conditions. These instruments involve, to varying degrees, elements of credit and interest rate
risk in excess of the amounts recognized in the consolidated statements of financial condition. These financial agreements include commitments to originate loans, to disburse funds to borrowers on unused construction loans and to disburse funds on
committed but unused lines of credit and letters of credit.

Financial instruments whose contract amounts represent credit risk at
April 30:



|                                                                            |                |                    |        |  |   |       
|--------------------------------------------------------------------------- | -------------- | ------------------ | ------ |  | - | ------
|                                                                            |                | ContractualAmounts
|                                                                            | 2009           |                    | 2008  
|                                                                            | (In Thousands)
|Commitments to originate loans                                              |                | $                  | 5,922  |  | $ | 5,696 
|Unadvanced portions of home equity, consumer and commercial lines of credit |                |                    | 21,669 |  |   | 20,921
|Unadvanced portions of construction loans                                   |                |                    | 1,392  |  |   | 1,639 
|Standby letters of credit                                                   |                |                    | 223    |  |   | 213   
|                                                                            |                |                    |        |  |   |       
|                                                                            |                | $                  | 29,206 |  | $ | 28,469
|                                                                            |                |                    |        |  |   |       

The Companys exposure to credit loss in the event of nonperformance by the other party to
these financial agreements is represented by the contractual amount of those commitments. These financial instruments are agreements to lend to a customer provided there are no violations of any conditions established in the contract. In addition,
the agreements generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since some commitments are expected to expire without being drawn upon, the total amounts do not necessarily represent future cash
requirements. The amount and type of collateral obtained, if deemed necessary by the Company upon extension of credit, varies and is based on managements credit evaluation of the borrower.

The Company uses the same credit policies in making these commitments as it does for on-balance sheet instruments, and evaluates each customers
creditworthiness on a case-by-case basis.

Lease commitments:

The Company leases its Rochester branch location, the site for its Bridgewater branch location, and two parcels of land for remote ATM locations under
non-cancelable operating leases which expire at various times through November 2027. Minimum future lease payments under these leases are as follows:



|                     |  |                     |    
|-------------------- |  | ------------------- | ---
|Year Ending April 30 |  | Amountsin Thousands
|2010                 |  | $                   | 51 
|2011                 |  |                     | 48 
|2012                 |  |                     | 45 
|2013                 |  |                     | 33 
|2014                 |  |                     | 33 
|Thereafter           |  |                     | 550
|                     |  |                     |    
|                     |  | $                   | 760
|                     |  |                     |    

Rental expense amounted to $72,000 for each of the years ended April 30, 2009 and 2008.



25



---

MAYFLOWER BANCORP, INC. AND
SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS

YEARS ENDED APRIL 30, 2009 AND 2008

(Continued)



|L. | Pension Plans:
|-- | --------------

The Company provides a pension plan
covering all eligible employees through membership in the Co-operative Banks Employees Retirement Association (CBERA). Contributions to the plan are based on the funding requirements set forth by the Trustees of the Retirement Association. In
addition, the Company also participates in a 401(k) savings plan through CBERA. Eligible employees may contribute up to 50% of their salary, subject to certain limitations, which can be matched up to 5% by the Company on a dollar-for-dollar basis.

Pension expense on the multi-employer plans, including contributory payments to the Company- sponsored 401(k) plan, amounted to $228,000
and $212,000 for the years ended April 30, 2009 and 2008, respectively.

In 1998, the Company adopted a deferred compensation
arrangement with certain officers and directors whereby these individuals can elect to defer a portion of compensation and fees to be then paid in the future with interest defined in the Plan. Total expense under this Plan amounted to $69,000 and
$68,000 for the years ended April 30, 2009 and 2008, respectively.



|M. | Stock Option Plans:
|-- | -------------------

In 1988, the Board of
Directors adopted a Stock Option Plan for the benefit of officer and non-officer employees and reserved and granted 191,250 shares of authorized but unissued common stock. In December 1997, the Board of Directors granted options for 21,600 shares at
an exercise price of $10.55. These options were available as the result of accumulated forfeitures of previously granted options. The options are exercisable over a ten-year period from December 1997 with no significant vesting periods required.

In 1999, the Board of Directors adopted a Stock Option and Incentive Plan for the benefit of officer and non-officer employees and
directors of the Company. Shares reserved under this plan totaled 99,750 shares of authorized but unissued common stock. The exercise price of any option granted will not be less than the fair market value of the common stock on the date of grant.
In December 1999, the Board of Directors granted options for 74,925 shares at an exercise price of $8.83. In June 2000, the Board of Directors granted options for 7,500 shares at an exercise price of $7.09. In December 2005, the Board of Directors
granted options for 25,950 shares at an exercise price of $14.00. A portion of these options were available as a result of accumulated forfeitures of previously granted options. The options are exercisable over a ten-year period from the grant dates
with no significant vesting periods required.

A summary of the activity under the Plans is as follows:



|                                      |  |                 |   |  |                      |      
|------------------------------------- |  | --------------- | - |  | -------------------- | -----
|                                      |  | Numberof Shares |   |  | AverageExercisePrice
|Balance outstanding at April 30, 2007 |  | 87,705          |   |  | $                    | 10.36
|Options exercised ($8.83 - $10.55)    |  | (8,343          | ) |  |                      | 10.39
|                                      |  |                 |   |  |                      |      
|                                      |  |                
|Balance outstanding at April 30, 2008 |  | 79,362          |   |  | $                    | 10.36
|                                      |  |                
|Options exercised ($8.83)             |  | (1,500          | ) |  |                      | 8.83 
|Options forfeited ($14.00)            |  | (1,000          | ) |  |                      | 14.00
|                                      |  |                 |   |  |                      |      
|Balance outstanding at April 30, 2009 |  | 76,862          |   |  | $                    | 10.34
|                                      |  |                 |   |  |                      |      

There was no stock-based compensation expense for the years ended April 30, 2009 and 2008.



|N. | Concentration of Credit Risk:
|-- | -----------------------------

The Company
maintains cash deposits at various financial institutions. Deposits at each bank are insured by the Federal Deposit Insurance Corporation up to $250,000 through December 31, 2013. At various times throughout the year, the Companys
balances may have exceeded the insured limit.



|O. | Regulatory Matters:
|-- | -------------------

The Company is subject to
various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum regulatory capital requirements can initiate certain mandatory, and possible additional discretionary actions by regulators that, if
undertaken, could have a direct material effect on the Company and the consolidated financial statements. Under regulatory capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company must meet specific capital
guidelines involving quantitative measures of the Companys assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The Companys capital amounts and classification are also subject to
qualitative judgments by the regulators about components, risk weightings, and other factors.



26



---

MAYFLOWER BANCORP, INC. AND
SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS

YEARS ENDED APRIL 30, 2009 AND 2008

(Continued)



|O. | Regulatory Matters - (continued):
|-- | ---------------------------------

Quantitative
measures established by regulation to ensure capital adequacy require the Company to maintain minimum amounts and ratios of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier I capital (as
defined) to total average assets (as defined). Management believes, as of April 30, 2009, that the Company meets all capital adequacy requirements to which it is subject.

As of September 30, 2007, the most recent examination by the Federal Deposit Insurance Corporation (FDIC), the Company was categorized as
well-capitalized under the regulatory framework for prompt corrective action. To be categorized as well-capitalized, the Company must maintain minimum total risk-based, Tier I risk-based, and Tier I leverage capital ratios as set forth in the
accompanying table. There are no conditions or events since that notification that management believes have changed the Companys category.

The following table sets forth the Companys various regulatory capital categories at April 30, 2009 and 2008 (amounts in thousands)



|                                         |        |        |        |  |                              |        |  |                                                                 |        |  |        |   |  |   |        |  |   |  |  |      |  
|---------------------------------------- | ------ | ------ | ------ |  | ---------------------------- | ------ |  | --------------------------------------------------------------- | ------ |  | ------ | - |  | - | ------ |  | - |  |  | ---- | -
|                                         |        | Actual |        |  | For CapitalAdequacy Purposes |        |  | To Be Well- CapitalizedUnder Prompt CorrectiveAction Provisions |       
|                                         | Amount |        | Ratio  |  |                              | Amount |  | Ratio                                                           |        |  | Amount |   |  |   | Ratio  | 
|As of April 30, 2009                     |        |        |        |  |                              |        |  |                                                                 |        |  |        |   |  |   |        |  |   |  |  |      |  
|Total capital (to risk-weighted assets)  |        |        |        |  |                              |        |  |                                                                 |        |  |        |   |  |   |        |  |   |  |  |      |  
|Mayflower Bancorp, Inc.                  |        | $      | 20,101 |  | 14.4                         | %      |  | $                                                               | 11,162 |  | 8.0    | % |  | $ | 13,953 |  | 3 |  |  | 10.0 | %
|Mayflower Co-operative Bank              |        |        | 20,057 |  | 14.4                         | %      |  |                                                                 | 11,157 |  | 8.0    | % |  |   | 13,946 |  | 3 |  |  | 10.0 | %
|                                         |        |        |        |  |                              |        | 
|Tier I capital (to risk-weighted assets) |        |        |        |  |                              |        |  |                                                                 |        |  |        |   |  |   |        |  |   |  |  |      |  
|Mayflower Bancorp, Inc.                  |        |        | 18,686 |  | 13.4                         | %      |  |                                                                 | 5,581  |  | 4.0    | % |  |   | 8,372  |  | 3 |  |  | 6.0  | %
|Mayflower Co-operative Bank              |        |        | 18,642 |  | 13.4                         | %      |  |                                                                 | 5,578  |  | 4.0    | % |  |   | 8,368  |  | 3 |  |  | 6.0  | %
|                                         |        |        |        |  |                              |        | 
|Tier I capital (to total average assets) |        |        |        |  |                              |        |  |                                                                 |        |  |        |   |  |   |        |  |   |  |  |      |  
|Mayflower Bancorp, Inc.                  |        |        | 18,686 |  | 7.6                          | %      |  |                                                                 | 9,881  |  | 4.0    | % |  |   | 12,351 |  | 3 |  |  | 5.0  | %
|Mayflower Co-operative Bank              |        |        | 18,642 |  | 7.5                          | %      |  |                                                                 | 9,878  |  | 4.0    | % |  |   | 12,348 |  | 3 |  |  | 5.0  | %
|                                         |        |        |        |  |                              |        | 
|As of April 30, 2008                     |        |        |        |  |                              |        |  |                                                                 |        |  |        |   |  |   |        |  |   |  |  |      |  
|Total capital (to risk-weighted assets)  |        |        |        |  |                              |        |  |                                                                 |        |  |        |   |  |   |        |  |   |  |  |      |  
|Mayflower Bancorp, Inc.                  |        | $      | 21,070 |  | 15.3                         | %      |  | $                                                               | 11,023 |  | 8.0    | % |  | $ | 13,779 |  | 3 |  |  | 10.0 | %
|Mayflower Co-operative Bank              |        |        | 20,953 |  | 15.2                         | %      |  |                                                                 | 11,018 |  | 8.0    | % |  |   | 13,772 |  | 3 |  |  | 10.0 | %
|                                         |        |        |        |  |                              |        | 
|Tier I capital (to risk-weighted assets) |        |        |        |  |                              |        |  |                                                                 |        |  |        |   |  |   |        |  |   |  |  |      |  
|Mayflower Bancorp, Inc.                  |        |        | 19,585 |  | 14.2                         | %      |  |                                                                 | 5,512  |  | 4.0    | % |  |   | 8,268  |  | 3 |  |  | 6.0  | %
|Mayflower Co-operative Bank              |        |        | 19,468 |  | 14.1                         | %      |  |                                                                 | 5,509  |  | 4.0    | % |  |   | 8,263  |  | 3 |  |  | 6.0  | %
|                                         |        |        |        |  |                              |        | 
|Tier I capital (to total average assets) |        |        |        |  |                              |        |  |                                                                 |        |  |        |   |  |   |        |  |   |  |  |      |  
|Mayflower Bancorp, Inc.                  |        |        | 19,585 |  | 8.1                          | %      |  |                                                                 | 9,666  |  | 4.0    | % |  |   | 12,083 |  | 3 |  |  | 5.0  | %
|Mayflower Co-operative Bank              |        |        | 19,468 |  | 8.0                          | %      |  |                                                                 | 9,706  |  | 4.0    | % |  |   | 12,132 |  | 3 |  |  | 5.0  | %



|P. | Fair Values of Financial Instruments:
|-- | -------------------------------------

The
estimated fair values of the Companys financial instruments at April 30, 2009 and 2008 are as follows



|                                             |  |                |         |                |   |                |  |           |         |  |   |        
|-------------------------------------------- |  | -------------- | ------- | -------------- | - | -------------- |  | --------- | ------- |  | - | -------
|                                             |  | April 30, 2009 |         | April 30, 2008
|                                             |  | CarryingAmount |         | FairValue      |   | CarryingAmount |  | FairValue
|                                             |  | (In Thousands)
|Financial assets                             |  |                |         |                |   |                |  |           |         |  |   |        
|Cash and due from banks                      |  | $              | 4,192   |                | $ | 4,192          |  | $         | 4,940   |  | $ | 4,940  
|Federal funds sold and overnight investments |  |                | 6,184   |                |   | 6,184          |  |           | 2,975   |  |   | 2,975  
|Investment securities                        |  |                | 90,261  |                |   | 91,164         |  |           | 94,843  |  |   | 95,181 
|Loans, net                                   |  |                | 131,111 |                |   | 133,190        |  |           | 125,336 |  |   | 125,892
|Accrued interest receivable                  |  |                | 1,022   |                |   | 1,022          |  |           | 1,129   |  |   | 1,129  
|Deposits with The Co-operative Central Bank  |  |                | 449     |                |   | 449            |  |           | 449     |  |   | 449    
|Stock in Federal Home Loan Bank of           |  |                |         |                |   |                |  |           |         |  |   |        
|Boston                                       |  |                | 1,650   |                |   | 1,650          |  |           | 1,650   |  |   | 1,650  
|Financial liabilities:                       |  |                |         |                |   |                |  |           |         |  |   |        
|Deposits                                     |  |                | 213,957 |                |   | 215,134        |  |           | 204,176 |  |   | 204,838
|Advances and borrowings                      |  |                | 13,888  |                |   | 14,679         |  |           | 18,659  |  |   | 19,189 



27



---

MAYFLOWER BANCORP, INC. AND
SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS

YEARS ENDED APRIL 30, 2009 AND 2008

(Continued)



|Q. | Fair Value Measurements:
|-- | ------------------------

The balances of assets
and liabilities measured at fair value as of April 30, 2009, were as follows:



|                                                                      |  |                    |        |                                                            |   |                                           |  |                                             |        |  |   |  
|--------------------------------------------------------------------- |  | ------------------ | ------ | ---------------------------------------------------------- | - | ----------------------------------------- |  | ------------------------------------------- | ------ |  | - | -
|(In Thousands)                                                        |  | Assets atFairValue |        | Quoted Pricesin ActiveMarkets forIdentical Assets(Level 1) |   | SignificantOtherObservableInputs(Level 2) |  | SignificantOtherUnobservableInputs(Level
3)
|Financial instruments measured at fair value on a recurring basis:    |  |                    |        |                                                            |   |                                           |  |                                             |        |  |   |  
|Securities available-for-sale                                         |  | $                  | 45,022 |                                                            | $ |                                          |  | $                                           | 45,022 |  | $ | 
|                                                                      |  |                    |        |                                                           
|Financial instruments measured at fair value on a nonrecurring basis: |  |                    |        |                                                            |   |                                           |  |                                             |        |  |   |  
|Impaired loans                                                        |  | $                  | 595    |                                                            | $ |                                          |  | $                                           | 595    |  | $ | 



|R. | Parent Company Financial Statements:
|-- | ------------------------------------

The following
are the condensed financial statements for Mayflower Bancorp, Inc. (the Parent Company) only:

BALANCE SHEETS



|                                                                                                                         |  |          |        |      |   |        |  
|------------------------------------------------------------------------------------------------------------------------ |  | -------- | ------ | ---- | - | ------ | -
|                                                                                                                         |  | April 30 |       
|(In Thousands)                                                                                                           |  | 2009     |        | 2008 |  
|ASSETS                                                                                                                   |  |          |        |      |   |        |  
|Cash                                                                                                                     |  | $        | 1      |      | $ | 46     |  
|Investment in subsidiary                                                                                                 |  |          | 19,272 |      |   | 19,774 |  
|Refundable income taxes                                                                                                  |  |          | 4      |      |   | 4      |  
|Deferred income tax asset, net                                                                                           |  |          | 61     |      |   | 65     |  
|                                                                                                                         |  |          |        |      |   |        |  
|Total Assets                                                                                                             |  | $        | 19,338 |      | $ | 19,889 |  
|                                                                                                                         |  |          |        |      |   |        |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                     |  |          |        |      |   |        |  
|                                                                                                                         |  |         
|Accrued expenses and other liabilities                                                                                   |  | $        |       |      | $ |       |  
|                                                                                                                         |  |          |        |      |   |        |  
|Total Liabilities                                                                                                        |  |          |       |      |   |       |  
|                                                                                                                         |  |          |        |      |   |        |  
|                                                                                                                         |  |         
|Commitments and contingencies                                                                                            |  |          |        |      |   |        |  
|                                                                                                                         |  |         
|STOCKHOLDERS EQUITY                                                                                                     |  |          |        |      |   |        |  
|Preferred stock $1.00 par value; authorized 5,000,000 shares; issued - none                                              |  |          |        |      |   |        |  
|Common stock $1.00 par value; authorized 15,000,000 shares; issued 2,085,886 shares in 2009 and 2,092,028 shares in 2008 |  |          | 2,086  |      |   | 2,092  |  
|Additional paid-in capital                                                                                               |  |          | 4,311  |      |   | 4,312  |  
|Retained earnings                                                                                                        |  |          | 12,747 |      |   | 13,589 |  
|Accumulated other comprehensive income (loss)                                                                            |  |          | 194    |      |   | (104   | )
|                                                                                                                         |  |          |        |      |   |        |  
|Total Stockholders Equity                                                                                               |  |          | 19,338 |      |   | 19,889 |  
|                                                                                                                         |  |          |        |      |   |        |  
|Total Liabilities and Stockholders Equity                                                                               |  | $        | 19,338 |      | $ | 19,889 |  
|                                                                                                                         |  |          |        |      |   |        |  

STATEMENTS OF INCOME



|                                                             |  |                     |      |   |      |   |      
|------------------------------------------------------------ |  | ------------------- | ---- | - | ---- | - | -----
|                                                             |  | Year Ended April 30
|(In Thousands)                                               |  | 2009                |      |   | 2008
|Dividends received from subsidiary                           |  | $                   | 836  |   |      | $ | 839  
|Non-interest (income) expense                                |  |                     | (2   | ) |      |   | 1    
|                                                             |  |                     |      |   |      |   |      
|Income before income taxes                                   |  |                     | 838  |   |      |   | 838  
|Income tax expense                                           |  |                     | 3    |   |      |   | 5    
|                                                             |  |                     |      |   |      |   |      
|Income before equity in undistributed earnings of subsidiary |  |                     | 835  |   |      |   | 833  
|Equity in undistributed (loss) earnings of subsidiary        |  |                     | (800 | ) |      |   | 223  
|                                                             |  |                     |      |   |      |   |      
|Net income                                                   |  | $                   | 35   |   |      | $ | 1,056
|                                                             |  |                     |      |   |      |   |      



28



---

MAYFLOWER BANCORP, INC. AND
SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS

YEARS ENDED APRIL 30, 2009 AND 2008

(Continued)



|R. | Parent Company Financial Statements: - (continued):
|-- | ---------------------------------------------------

STATEMENTS OF CASH FLOWS



|                                                                                  |  |                     |      |   |      |   |       |  
|--------------------------------------------------------------------------------- |  | ------------------- | ---- | - | ---- | - | ----- | -
|                                                                                  |  | Year Ended April 30 |     
|(In Thousands)                                                                    |  | 2009                |      |   | 2008 |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                             |  |                     |      |   |      |   |       |  
|Net income                                                                        |  | $                   | 35   |   |      | $ | 1,056 |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                     |      |   |      |   |       |  
|Equity in undistributed loss (earnings) of subsidiary                             |  |                     | 800  |   |      |   | (223  | )
|Decrease (increase) in other assets                                               |  |                     |     |   |      |   | (4    | )
|Deferred tax expense                                                              |  |                     | 4    |   |      |   | 5     |  
|                                                                                  |  |                     |      |   |      |   |       |  
|Net cash provided by operating activities                                         |  |                     | 839  |   |      |   | 834   |  
|                                                                                  |  |                     |      |   |      |   |       |  
|                                                                                  |  |                    
|CASH FLOWS FROM FINANCING ACTIVITIES:                                             |  |                     |      |   |      |   |       |  
|Proceeds from issuance of Company stock                                           |  |                     | 13   |   |      |   | 86    |  
|Repurchase of Company stock                                                       |  |                     | (62  | ) |      |   | (146  | )
|Dividends paid                                                                    |  |                     | (835 | ) |      |   | (838  | )
|                                                                                  |  |                     |      |   |      |   |       |  
|Net cash used by financing activities                                             |  |                     | (884 | ) |      |   | (898  | )
|                                                                                  |  |                     |      |   |      |   |       |  
|                                                                                  |  |                    
|Net decrease in cash                                                              |  |                     | (45  | ) |      |   | (64   | )
|                                                                                  |  |                    
|Cash, beginning of year                                                           |  |                     | 46   |   |      |   | 110   |  
|                                                                                  |  |                     |      |   |      |   |       |  
|                                                                                  |  |                    
|Cash, end of year                                                                 |  | $                   | 1    |   |      | $ | 46    |  
|                                                                                  |  |                     |      |   |      |   |       |  



|S. | Quarterly Data (Unaudited):
|-- | ---------------------------

Consolidated operating
results on a quarterly basis for the years ended April 30, 2009 and 2008 are summarized as follows (in thousands, except per share data):



|                                                    |               |      |        |              |      |   |               |   |  |              |        |   |               |   |        |              |  |   |               |   |  |              |        |   |  |   |        |   |  |   |        |  
|--------------------------------------------------- | ------------- | ---- | ------ | ------------ | ---- | - | ------------- | - |  | ------------ | ------ | - | ------------- | - | ------ | ------------ |  | - | ------------- | - |  | ------------ | ------ | - |  | - | ------ | - |  | - | ------ | -
|                                                    |               | 2009 |        |              | 2008 |  
|                                                    | FourthQuarter |      |        | ThirdQuarter |      |   | SecondQuarter |   |  | FirstQuarter |        |   | FourthQuarter |   |        | ThirdQuarter |  |   | SecondQuarter |   |  | FirstQuarter |       
|Interest income                                     |               | $    | 2,964  |              |      | $ | 3,101         |   |  | $            | 3,157  |   |               | $ | 3,184  |              |  | $ | 3,203         |   |  | $            | 3,375  |   |  | $ | 3,425  |   |  | $ | 3,456  |  
|Interest expense                                    |               |      | 1,152  |              |      |   | 1,230         |   |  |              | 1,295  |   |               |   | 1,391  |              |  |   | 1,544         |   |  |              | 1,702  |   |  |   | 1,734  |   |  |   | 1,691  |  
|                                                    |               |      |        |              |      |   |               |   |  |              |        |   |               |   |        |              |  |   |               |   |  |              |        |   |  |   |        |   |  |   |        |  
|Net interest income                                 |               |      | 1,812  |              |      |   | 1,871         |   |  |              | 1,862  |   |               |   | 1,793  |              |  |   | 1,659         |   |  |              | 1,673  |   |  |   | 1,691  |   |  |   | 1,765  |  
|Provision for loan losses                           |               |      |       |              |      |   |              |   |  |              |       |   |               |   |       |              |  |   |              |   |  |              |       |   |  |   |       |   |  |   |       |  
|                                                    |               |      |        |              |      |   |               |   |  |              |        |   |               |   |        |              |  |   |               |   |  |              |        |   |  |   |        |   |  |   |        |  
|Net interest income after provision for loan losses |               |      | 1,812  |              |      |   | 1,871         |   |  |              | 1,862  |   |               |   | 1,793  |              |  |   | 1,659         |   |  |              | 1,673  |   |  |   | 1,691  |   |  |   | 1,765  |  
|                                                    |               |      |        |              |      |   |               |  
|Noninterest income:                                 |               |      |        |              |      |   |               |   |  |              |        |   |               |   |        |              |  |   |               |   |  |              |        |   |  |   |        |   |  |   |        |  
|Gain on sales of mortgages                          |               |      | 263    |              |      |   | 217           |   |  |              | 45     |   |               |   | 19     |              |  |   | 90            |   |  |              | 96     |   |  |   | 56     |   |  |   | 9      |  
|Gain (loss) on sales and writedowns of investments  |               |      | 1      |              |      |   |              |   |  |              | (1,930 | ) |               |   | (14    | )            |  |   | 77            |   |  |              | 28     |   |  |   | 3      |   |  |   |       |  
|Other                                               |               |      | 236    |              |      |   | 267           |   |  |              | 308    |   |               |   | 265    |              |  |   | 240           |   |  |              | 274    |   |  |   | 267    |   |  |   | 291    |  
|                                                    |               |      |        |              |      |   |               |   |  |              |        |   |               |   |        |              |  |   |               |   |  |              |        |   |  |   |        |   |  |   |        |  
|Total noninterest income                            |               |      | 500    |              |      |   | 484           |   |  |              | (1,577 | ) |               |   | 270    |              |  |   | 407           |   |  |              | 398    |   |  |   | 326    |   |  |   | 300    |  
|                                                    |               |      |        |              |      |   |               |  
|Noninterest expense                                 |               |      | (1,858 | )            |      |   | (1,766        | ) |  |              | (1,846 | ) |               |   | (1,715 | )            |  |   | (1,710        | ) |  |              | (1,657 | ) |  |   | (1,657 | ) |  |   | (1,718 | )
|                                                    |               |      |        |              |      |   |               |   |  |              |        |   |               |   |        |              |  |   |               |   |  |              |        |   |  |   |        |   |  |   |        |  
|Income (loss) before income taxes                   |               |      | 454    |              |      |   | 589           |   |  |              | (1,561 | ) |               |   | 348    |              |  |   | 356           |   |  |              | 414    |   |  |   | 360    |   |  |   | 347    |  
|Provision (benefit) for income taxes                |               |      | 149    |              |      |   | 202           |   |  |              | (654   | ) |               |   | 98     |              |  |   | 87            |   |  |              | 125    |   |  |   | 104    |   |  |   | 105    |  
|                                                    |               |      |        |              |      |   |               |   |  |              |        |   |               |   |        |              |  |   |               |   |  |              |        |   |  |   |        |   |  |   |        |  
|Net income (loss)                                   |               | $    | 305    |              |      | $ | 387           |   |  | $            | (907   | ) |               | $ | 250    |              |  | $ | 269           |   |  | $            | 289    |   |  | $ | 256    |   |  | $ | 242    |  
|                                                    |               |      |        |              |      |   |               |   |  |              |        |   |               |   |        |              |  |   |               |   |  |              |        |   |  |   |        |   |  |   |        |  
|                                                    |               |      |        |              |      |   |               |  
|Basic earnings (loss) per share                     |               | $    | 0.15   |              |      | $ | 0.19          |   |  | $            | (0.44  | ) |               | $ | 0.12   |              |  | $ | 0.12          |   |  | $            | 0.14   |   |  | $ | 0.12   |   |  | $ | 0.12   |  
|                                                    |               |      |        |              |      |   |               |   |  |              |        |   |               |   |        |              |  |   |               |   |  |              |        |   |  |   |        |   |  |   |        |  
|                                                    |               |      |        |              |      |   |               |  
|Diluted earnings (loss) per share                   |               | $    | 0.15   |              |      | $ | 0.19          |   |  | $            | (0.44  | ) |               | $ | 0.12   |              |  | $ | 0.12          |   |  | $            | 0.14   |   |  | $ | 0.12   |   |  | $ | 0.11   |  
|                                                    |               |      |        |              |      |   |               |   |  |              |        |   |               |   |        |              |  |   |               |   |  |              |        |   |  |   |        |   |  |   |        |  



29



---

MANAGEMENTS DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements:

This report includes certain forward-looking statements that involve inherent risks and uncertainties. A number of important factors could cause actual results to differ
materially from those in the forward-looking statements. Those factors include the economic environment, competition, products and pricing in geographic and business areas in which Mayflower Bancorp, Inc. (the Company) and its wholly
owned subsidiary, Mayflower Co-operative Bank (the Bank) operate, prevailing interest rates, changes in government regulations and policies affecting financial services companies, and credit quality and credit risk management. The
Company undertakes no obligation to release revisions to these forward-looking statements or reflect events or circumstances after the date of this report.

Recent Accounting Pronouncements:

For a discussion of recent accounting pronouncements see Note A of the Companys Consolidated
Financial Statements included with this Annual Report.

Critical Accounting Policies:

The Companys consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles. As such the Company is required
to make estimates and assumptions that affect the reported amounts of assets and liabilities at the balance sheet dates and the reported amounts of income and expense during the reporting periods. Actual amounts could differ from such estimates. The
Company believes that the following accounting policies are among the most critical because they involve significant judgments and uncertainties and could potentially result in materially different results under different assumptions and conditions.

Allowance for loan losses:

The provision for
loan losses represents a charge or credit against current earnings and an addition or deduction from the allowance for loan losses. In determining the amount to provide for loan losses, the key factor is the adequacy of the allowance for loan
losses. Management uses a methodology to systematically measure the amount of estimated loan loss exposure inherent in the loan portfolio for purposes of establishing an adequate allowance for loan losses. The methodology includes three elements:
(1) an analysis of individual loans currently delinquent or deemed to be impaired, (2) general loss allocations for various types of loans based on loss experience factors, and (3) an unallocated allowance. The general and unallocated
allowances are maintained based on managements assessment of many factors including the risk characteristics of the loan portfolio, concentrations of credit, current and anticipated economic conditions that may effect borrowers ability
to pay, and trends in loan delinquencies and charge-offs.

Any significant changes in these assumptions and/or conditions could result in higher than
estimated losses that could adversely affect the Companys earnings. In addition, regulatory agencies, as part of their examination process, periodically review the Companys allowance for loan losses and may require the Company to
recognize additional allowances based on judgments different than those of management, which could also adversely affect the Companys earnings. Refer to the discussion of Allowance for Loan Losses in the Business Section of the Companys
Form 10-K for the year ended April 30, 2009 and Note A to Consolidated Financial Statements for a further description of the allowance for loan losses.

Other-than-temporarily impaired investment securities:

Management judgment is involved in the evaluation of declines in value of
individual investment securities held by the Company. Declines in value that are deemed other-than-temporary are recognized in the income statement through a write-down in the recorded value of the affected security. Management considers many
factors in their analysis of other-than-temporarily impaired securities including industry analyst reports, sector credit ratings, volatility in market price and other relevant information such as financial condition, earnings capacity and near term
prospects of the company and the length of time and extent to which the market value has been less than cost.



30



---

Whenever a debt or equity security is deemed to be other-than-temporarily impaired, as determined by managements
analysis, it is written-down to its current fair market value. Any unfavorable change in general market conditions or the condition of a specific issuer could cause an increase in the Companys impairment write-downs on investment securities,
which would have an adverse effect on the Companys earnings.

Financial Condition:

At April 30, 2009, the Companys total assets were $249.5 million as compared to $243.8 million at April 30, 2008, an increase of $5.7 million or 2.4%.
During the year ended April 30, 2009, net loans receivable increased by $5.8 million and cash and cash equivalents increased by $2.5 million. These were offset by a decrease in total investment securities of $4.6 million. Additionally, premises
and equipment increased by $1.5 million, as a result of the construction of the Banks eighth retail facility in Plymouth, Massachusetts.

During the
fiscal year ended April 30, 2009, the Company was able to increase origination of residential mortgage loans, primarily as a result of declining interest rates. Residential mortgages originated during the year ended April 30, 2009 totaled
$34.1 million, compared to $18.3 million originated for the same period one year ago. During fiscal year 2009, the Company sold $26.0 million of fixed-rate residential loans in the secondary mortgage market, generating gains of $544,000. This
compares to sales of $13.8 million for the prior year, with realized gains of $251,000. This activity, combined with other mortgage payoffs and regularly scheduled amortization, resulted in a $2.8 million increase in residential loan balances as
compared to April 30, 2008.

Additionally, since April 30, 2008, commercial loan and commercial mortgage balances have increased by $6.4 million
or 15.4% due to increased opportunities in the Companys primary market area. During the same period, net construction loan balances outstanding decreased by $1.4 million or 21.3% as the Company continued to de-emphasize the origination of new
construction loans, and as loans secured by sold properties have been repaid. Finally, home equity loans and lines of credit decreased by $1.7 million or 6.9%, and consumer loan balances decreased by $372,000 or 17.5%. In aggregate, net loans
outstanding increased by $5.8 million from $125.3 million at April 30, 2008 to $131.1 million at April 30, 2009.

Commercial business,
construction and commercial real estate financing are generally considered to involve a higher degree of credit risk than long-term financing of residential properties due to their higher potential for default and the possible difficulty and expense
of disposing of underlying collateral, if any. As such, the overall strength of the Companys loan portfolio will continue to rely heavily on the health of the New England and local economies.

Non-performing assets are comprised of non-accrual loans, non-accrual investments and real estate acquired by foreclosure. Non-performing loans consist of loans that are
more than 90 days past due and loans less than 90 days past due on which the Company has ceased accruing interest. As of April 30, 2009, non-performing assets totaled $935,000, comprised of non-performing loans of $345,000 and real estate
acquired by foreclosure of $590,000. This compares to non-performing assets of $1.2 million at April 30, 2008, comprised of non-performing loans of $617,000 and real estate acquired by foreclosure of $605,000.

At April 30, 2009, the Companys reserve for estimated loan losses was $1.3 million, which represented 1.00% of net loans receivable at that date. This
compares to $1.4 million at April 30, 2008, which represented 1.10% of net loans receivable. During the year, the Company charged off $75,000 in commercial loans and $3,000 in consumer loans and recovered $6,000 in commercial loans and $2,000
in consumer loans. The Companys loan portfolio continues to rely heavily on the strength of the local real estate market and a significant deterioration in that market or other negative economic conditions could have a negative impact on the
Companys results. As management continues to closely monitor the Companys loan portfolio, higher provisions for loan losses and foreclosed property expense may be required should economic conditions worsen or the levels of non-performing
assets increase.



31



---

The Company also maintains an allowance for loan losses on off-balance sheet credit exposures (reflected separately on
the balance sheet). This allowance totaled $110,000 at April 30, 2009 and 2008. This allowance is intended to protect the Company against losses on undrawn or unfunded loan commitments made to customers.

Total deposits, after interest credited, increased by $9.8 million from $204.2 million at April 30, 2008 to $214.0 million at April 30, 2009. During the year,
the Company experienced an increase of $6.7 million in money market account balances, an increase of $2.5 million in checking and savings account balances, and an increase of $500,000 in certificate of deposit balances. Additionally, borrowed funds
outstanding were reduced by $4.8 million.

Total stockholders equity decreased by $551,000 when compared to April 30, 2008. This decrease was
partially due to the payment of dividends to shareholders totaling $0.40 per share or $835,000. Offsetting this decrease was net income for the year of $35,000 and an increase in the net unrealized gain/loss on securities available for sale, from a
net unrealized loss of $104,000 at April 30, 2008 to a net unrealized gain of $194,000 at April 30, 2009. This unrealized gain or loss relates to fluctuations in investment market values occurring since April 30, 2008. Finally,
stockholders equity increased by $13,000 due to the exercise of employee stock options and decreased by $62,000 due to the repurchase of Company shares. The stockholders equity to assets ratio was 7.75% at April 30, 2009 as compared
to 8.16% at April 30, 2008.

RESULTS OF OPERATIONS

Mayflower Bancorp, Inc.

Comparison of the years ended April 30, 2009 and April 30, 2008

General:

Net income for the year ended April 30, 2009 was
$35,000 compared with net income of $1,056,000 for the year ended April 30, 2008, a decrease of $1.0 million. The reduction in net income was partially a result of a decrease of $1.8 million in total non-interest income. This was primarily due
to a gross other-than-temporary impairment charge of $1.9 million relating to the Companys investment in preferred stock and auction rate preferred stock issued by the Federal Home Loan Mortgage Corporation (Freddie Mac) and the
Federal National Mortgage Associate (Fannie Mae). The net after tax impact to earnings as a result of this charge was $1.2 million. Additionally, net interest income increased by $550,000 due to increasing spreads and margins and total
non-interest expenses increased by $443,000.

The Companys results largely depend upon its net interest margin, which is the difference between the
income earned on loans and investments, and the interest paid on deposits and borrowings as a percentage of average interest-earning assets. During the year ended April 30, 2009, the Companys net interest margin increased from 2.99% to
3.25%, primarily a result of the repricing of certificate of deposit accounts into lower yielding instruments in a decreasing interest rate environment.



32



---

The effect on net interest income as a result of changes in interest rates and in the amount of interest-earning assets
and interest-bearing liabilities is shown in the following table. Information is provided on changes for the period indicated attributable to (1) changes in volume (change in average balance multiplied by prior period yield), (2) changes
in interest rates (changes in yield multiplied by prior period average balance) and (3) the combined effect of changes in interest rates and volume (change in yield multiplied by change in average balance).



|                                                        |                                   |               |        |   |        |   |      |      |  |   |             |   |  |   |     |  
|------------------------------------------------------- | --------------------------------- | ------------- | ------ | - | ------ | - | ---- | ---- |  | - | ----------- | - |  | - | --- | -
|                                                        |                                   | 2008 vs. 2009 |       
|                                                        | Changes Due toIncrease (Decrease) |              
|(In Thousands)                                          |                                   | Total         |        |   | Volume |   |      | Rate |  |   | Rate/Volume |  
|Interest income:                                        |                                   |               |        |   |        |   |      |      |  |   |             |   |  |   |     |  
|Loans                                                   |                                   | $             | (1,015 | ) |        | $ | (425 | )    |  | $ | (619        | ) |  | $ | 29  |  
|Investments                                             |                                   |               | 107    |   |        |   | 145  |      |  |   | (37         | ) |  |   | (1  | )
|Short-term investments                                  |                                   |               | (145   | ) |        |   | 70   |      |  |   | (156        | ) |  |   | (59 | )
|                                                        |                                   |               |        |   |        |   |      |      |  |   |             |   |  |   |     |  
|Total                                                   |                                   |               | (1,053 | ) |        |   | (210 | )    |  |   | (812        | ) |  |   | (31 | )
|                                                        |                                   |               |        |   |        |   |      |      |  |   |             |   |  |   |     |  
|                                                        |                                   |               |        |  
|Interest expense:                                       |                                   |               |        |   |        |   |      |      |  |   |             |   |  |   |     |  
|Deposits                                                |                                   |               | (1,371 | ) |        |   | 116  |      |  |   | (1,458      | ) |  |   | (29 | )
|Borrowings                                              |                                   |               | (232   | ) |        |   | (139 | )    |  |   | (110        | ) |  |   | 17  |  
|                                                        |                                   |               |        |   |        |   |      |      |  |   |             |   |  |   |     |  
|Total                                                   |                                   |               | (1,603 | ) |        |   | (23  | )    |  |   | (1,568      | ) |  |   | (12 | )
|                                                        |                                   |               |        |   |        |   |      |      |  |   |             |   |  |   |     |  
|                                                        |                                   |               |        |  
|Increase (decrease) in net interest and dividend income |                                   | $             | 550    |   |        | $ | (187 | )    |  | $ | 756         |   |  | $ | (19 | )
|                                                        |                                   |               |        |   |        |   |      |      |  |   |             |   |  |   |     |  

Interest and dividend income:

Total interest and dividend income decreased by $1.1 million or 7.8% to $12.4 million for the year ended April 30, 2009. Interest income from loans decreased by $1.0 million. This decrease was due to a decrease
of $6.3 million in the average balance of loans outstanding, coupled with a decrease in the average rate earned on loans from 6.75% in 2008 to 6.29% in 2009. Interest and dividend income on investment securities increased by $107,000 as a result of
an increase of $3.0 million in the average balance of investments, offset by a slight decrease in the average yield earned, from 4.76% in 2008 to 4.72% in 2009. Interest on short-term investments decreased by $145,000 as a result of a decrease in
the average yield earned, from 3.93% in 2008 to 0.62% in 2009, offset by an increase of $1.8 million in the average balance of short-term investments.

Interest expense:

Total interest expense decreased by $1.6 million or 24.0% to $5.1 million for the year ended April 30, 2009.
Interest expense on deposits decreased by $1.4 million or 23.8% as a result of a decrease in the average rate paid, from 2.86% in 2008 to 2.14% in 2009, offset by an increase of $4.1 million in the average balance of deposits. Interest expense on
borrowed funds decreased by $232,000 or 25.4% for the year ended April 30, 2009. This decrease was due to a decrease of $3.0 million in the average balance of borrowed funds, coupled with a decrease in the average rate paid on advances, from
4.57% in 2008 to 4.02% in 2009.



33



---

Provision for loan losses:

There was no provision made for loan losses for either the year ended April 30, 2009 or 2008. The Company provides for loan losses in order to maintain the allowance for loan losses at a level that is adequate to
absorb potential losses based on known and inherent risks in the portfolio. In determining the appropriate level of the allowance for loan losses, the Company considers past and anticipated loss experience, evaluations of underlying collateral,
prevailing economic conditions, the nature and volume of the loan portfolio, and the levels of non-performing and other classified loans. The loan loss reserve is evaluated on a regular basis and was considered to be adequate during both periods.
However, future additions to the allowance may be necessary based on additional increases in non-performing loans, changes in economic conditions, or for other reasons.

Non-interest income:

Non-interest income decreased by $1.8 million for the year ended April 30, 2009,
primarily due to a decrease in losses/gains on sales and writedowns of investment securities, from a gain of $108,000 for the year ended April 30, 2008 to a loss of $1.9 million for the year ended April 30, 2009. The loss for fiscal year
2009 was due primarily to a gross other-than-temporary impairment charge of $1.9 million recorded during the second quarter of fiscal year 2009. This charge was related to the Companys investment in preferred stock and auction rate preferred
stock issued by the Federal Home Loan Mortgage Corporation (Freddie Mac) and the Federal National Mortgage Associate (Fannie Mae) and was taken following the September 7, 2008 announcement that the Federal Housing
Finance Agency had placed Freddie Mac and Fannie Mae under conservatorship and that dividend payments on the subject securities were being suspended. The net after tax impact to earnings as a result of this charge was $1.2 million.

Additionally, non-interest income was impacted by an increase of $293,000 in gains on sales of loans, a result of an increase in fixed-rate residential mortgage
originations which the Company was able to profitably sell, and by an increase in loan origination and other loan fees of $23,000. These were offset by a decrease of $15,000 in customer service fees and a decrease of $4,000 in other income.

Non-interest expense:

Non-interest expense
increased by $443,000 or 6.6% for the year ended April 30, 2009. This increase was due primarily to an increase of $225,000 in FDIC assessment expense due to the scheduled resumption and subsequent increase of FDIC deposit insurance premiums
and to an increase of $140,000 in losses and expenses of foreclosed real estate. Additionally, compensation and fringe benefit increased by $21,000 or 0.6%, occupancy and equipment increased by $12,000 or 1.1% and other expenses increased by $45,000
or 2.3% due to increased data processing costs.

Provision for income taxes:

The provision for income taxes decreased by $626,000 for the year ended April 30, 2009 when compared to the year ended April 30, 2008 due in part to the loss before income taxes recorded for the year ended
April 30, 2009. The tax benefit recorded in fiscal year 2009 included a federal tax benefit of approximately $656,000 related to the Fannie Mae and Freddie Mac other-than-temporary impairment charge recorded during the year.

Effective income tax rates were 120.6% and 28.5%, respectively, in the 2009 and 2008 periods. The higher effective tax rate in fiscal year 2009 is due to the
non-deductibility for state tax purposes of the Fannie Mae and Freddie Mac preferred stock other-than-temporary impairment charge. The lower effective tax rate in comparison to statutory rates for fiscal year 2008 is reflective of income earned by a
non-bank investment subsidiary, which is taxed, for state tax purposes, at a lower rate; and dividends received deductions on dividend income generated by the Companys marketable equity portfolio.



34



---

Interest rate risk exposure and interest rate spread:

The Companys net earnings depend primarily upon the difference between the income (interest and dividends) earned on its loans and investment securities (earning
assets) and the interest paid on its deposits and borrowed funds (interest-bearing liabilities), together with other income and other operating expenses. The Companys investment income and interest paid (cost of funds) are significantly
affected by general economic conditions and by policies of regulatory authorities.

The Company does have market risk exposure, which is the risk of loss
resulting from adverse changes in market prices and rates, and which arises primarily from interest rate risk inherent in its lending, security investments, and deposit taking activities. To that end, management actively monitors and manages its
interest rate risk exposure.

The Companys primary objective in managing interest rate risk is to minimize the potential adverse impact of changes on
its net interest income and capital, while adjusting its rate-sensitive asset and liability structure to obtain the maximum net yield on that relationship. However, a sudden or substantial shift in interest rates may adversely impact the
Companys earnings to the extent that the interest rate earned on interest-earning assets and interest paid on interest-bearing liabilities do not change at the same frequency, to the same extent or on the same basis.

The following table presents the Companys income, yield and cost of funds by their primary components for the years ended April 30. Non-accrual loan and
investment balances included in the calculation of the average interest-earning assets reduce the calculated yield.



|                                                              |                |      |          |  |                  |        |  |                |   |          |   |                  |  |   |        |  |      |  
|------------------------------------------------------------- | -------------- | ---- | -------- |  | ---------------- | ------ |  | -------------- | - | -------- | - | ---------------- |  | - | ------ |  | ---- | -
|(In Thousands)                                                |                | 2009 |          |  | 2008             |       
|                                                              | AverageBalance |      | Interest |  | Rate(Annualized) |        |  | AverageBalance |   | Interest |   | Rate(Annualized) | 
|                                                              |                |      |          |  |                  |        |  |                |  
|Interest-earning assets:                                      |                |      |          |  |                  |        |  |                |   |          |   |                  |  |   |        |  |      |  
|Loans                                                         |                | $    | 128,870  |  | $                | 8,112  |  | 6.29           | % |          | $ | 135,159          |  | $ | 9,127  |  | 6.75 | %
|Investment securities                                         |                |      | 90,114   |  |                  | 4,254  |  | 4.72           | % |          |   | 87,076           |  |   | 4,147  |  | 4.76 | %
|Short-term investments and interest-bearing deposits in banks |                |      | 6,491    |  |                  | 40     |  | 0.62           | % |          |   | 4,703            |  |   | 185    |  | 3.93 | %
|                                                              |                |      |          |  |                  |        |  |                |   |          |   |                  |  |   |        |  |      |  
|All interest-earning assets                                   |                | $    | 225,475  |  |                  | 12,406 |  | 5.50           | % |          | $ | 226,938          |  |   | 13,459 |  | 5.93 | %
|                                                              |                |      |          |  |                  |        |  |                |   |          |   |                  |  |   |        |  |      |  
|                                                              |                |      |          |  |                  |       
|Interest-bearing liabilities:                                 |                |      |          |  |                  |        |  |                |   |          |   |                  |  |   |        |  |      |  
|Deposits                                                      |                | $    | 205,348  |  |                  | 4,388  |  | 2.14           | % |          | $ | 201,278          |  |   | 5,759  |  | 2.86 | %
|Borrowed funds                                                |                |      | 16,904   |  |                  | 680    |  | 4.02           | % |          |   | 19,951           |  |   | 912    |  | 4.57 | %
|                                                              |                |      |          |  |                  |        |  |                |   |          |   |                  |  |   |        |  |      |  
|                                                              |                |      |          |  |                  |       
|All interest-bearing liabilities                              |                | $    | 222,252  |  |                  | 5,068  |  | 2.28           | % |          | $ | 221,229          |  |   | 6,671  |  | 3.02 | %
|                                                              |                |      |          |  |                  |        |  |                |   |          |   |                  |  |   |        |  |      |  
|                                                              |                |      |          |  |                  |       
|Net interest income                                           |                |      |          |  | $                | 7,338  |  |                |   |          |   |                  |  | $ | 6,788  |  |      |  
|                                                              |                |      |          |  |                  |        |  |                |   |          |   |                  |  |   |        |  |      |  
|                                                              |                |      |          |  |                  |       
|Interest rate spread                                          |                |      |          |  |                  |        |  | 3.22           | % |          |   |                  |  |   |        |  | 2.91 | %
|                                                              |                |      |          |  |                  |        |  |                |   |          |   |                  |  |   |        |  |      |  
|                                                              |                |      |          |  |                  |       
|Net interest margin                                           |                |      |          |  |                  |        |  | 3.25           | % |          |   |                  |  |   |        |  | 2.99 | %
|                                                              |                |      |          |  |                  |        |  |                |   |          |   |                  |  |   |        |  |      |  

Liquidity and Capital Resources:

The Companys primary sources of liquidity are deposits, loan payments and payoffs, investment income, maturities and principal repayments of investments, and advances from the Federal Home Loan Bank of Boston.
As a member of The Co-operative Central Banks Reserve Fund, the Company also has a right to borrow from the Reserve Fund for short-term cash needs, although it has not recently exercised this right. The Bank has also established a line of
credit with The Federal Reserve Bank, collateralized by certain Government Sponsored Entities. The Companys liquidity management program is designed to insure that sufficient funds are available to meet its daily cash requirements.



35



---

The Company believes its capital resources, including deposits, scheduled loan repayments, revenue generated from the
sales of loans and investment securities, unused borrowing capacity at the Federal Home Loan Bank of Boston, and revenue from other sources will be adequate to meet its funding commitments. At April 30, 2009 and April 30, 2008, the
Companys capital ratios were in excess of regulatory requirements.

Impact of Inflation:

The Consolidated Financial Statements and related consolidated financial data presented herein have been prepared in accordance with generally accepted accounting
principles which require the measurement of financial position and operating results in terms of historical dollars without considering the changes in the relative purchasing power over time due to inflation. The primary impact of inflation on the
operations of the Company is reflected in increased operating costs. Unlike most industrial companies, virtually all the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates have a more significant
impact on financial institutions performance than the effects of general levels of inflation.

Interest rates do not necessarily move in the same
direction or shift to the same extent as the prices of goods and services. In the current interest rate environment, liquidity and the maturity structure of the Companys assets and liabilities are important to the maintenance of acceptable
performance levels.

Off-Balance Sheet Arrangements:

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Companys financial condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that is material to investors.

Stock Market Data

Mayflower Bancorp Inc.s common stock prices are quoted on the National Association of Securities Dealers Automated Quotation (NASDAQ) system under the symbol MFLR.

High and low sales prices and dividends declared during the years ended April 30, 2009 and 2008 are as follows:



|                                   |  |      |       |     |   |                   |  |   |     
|---------------------------------- |  | ---- | ----- | --- | - | ----------------- |  | - | ----
|Quarterly Sales Prices             |  | High |       | Low |   | DividendsDeclared
|2008                               |  |      |       |     |   |                   |  |   |     
|1st Quarter ended July 31, 2007    |  | $    | 12.45 |     | $ | 10.10             |  | $ | 0.10
|2nd Quarter ended October 31, 2007 |  | $    | 13.51 |     | $ | 11.00             |  | $ | 0.10
|3rd Quarter ended January 31, 2008 |  | $    | 13.10 |     | $ | 10.15             |  | $ | 0.10
|4th Quarter ended April 30, 2008   |  | $    | 12.34 |     | $ | 10.95             |  | $ | 0.10
|                                   |  |      |      
|2009                               |  |      |       |     |   |                   |  |   |     
|1st Quarter ended July 31, 2008    |  | $    | 11.99 |     | $ | 9.44              |  | $ | 0.10
|2nd Quarter ended October 31, 2008 |  | $    | 10.10 |     | $ | 5.44              |  | $ | 0.10
|3rd Quarter ended January 31, 2009 |  | $    | 6.50  |     | $ | 4.53              |  | $ | 0.10
|4th Quarter ended April 30, 2009   |  | $    | 7.00  |     | $ | 4.94              |  | $ | 0.10

The Company may not declare or pay dividends on its capital stock if the effect would cause its capital to be
reduced below regulatory requirements or otherwise violate applicable regulatory requirements. As of July 14, 2009, the Company had approximately 271 stockholders of record of 2,085,192 outstanding shares of common stock. This does not reflect
the number of persons or entities who hold their common stock in nominee or street name through various brokerage firms.



36



---

CORPORATE INFORMATION





Mayflower Bancorp, Inc. and Subsidiary



|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|DIRECTORS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  | OFFICERS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  | INDEPENDENT AUDITOR                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|E. Bradford Buttner Senior Vice President - Investments Janney Montgomery Scott LLC  Paul R. Callan Attorney  Charles N. Decas Retired Clerk Magistrate Falmouth District Court  M. Sandra Fleet Admissions and Marketing Representative Tremont Rehabilitation and Skilled Care Center  William H. Fuller President Professional Bartending Services  William C. MacLeod Retired President and CEO Mayflower Bank  Diane A. Maddigan Accountant Maddigan Tax Service  Joseph B. Monteiro Retired Postmaster Buzzards Bay, MA  Edward M. Pratt President and CEO Mayflower Bank  David R. Smith, Jr. Retired President Lawrence Ready Mixed Concrete Corporation  Geoffrey T. Stewart Administrator Newfield House |  | Edward M. Pratt President and Chief Executive Officer  Maria Vafiades Vice President and Chief Financial
Officer  John J. Biggio Vice President and Senior Loan Officer  Stergios M. Kostas Vice President - Retail Banking
 Matthew L. Shaw Vice President - Information Technology  Clorinda A. Dunphy Assistant Vice President and Human Resource Officer  Karen Gallipoli Assistant Vice President and Residential Lending Officer  Timothy M. Coe Assistant Vice President  Patrick J. Gaughan Assistant Vice President  Stephen N. Sooy Assistant Vice President  Heather Johnson Assistant Vice President and Deposit Operations
Manager  Laura A. Hermanson Assistant Treasurer and Consumer Loan Officer  Christine Amaral Assistant Treasurer and Branch
Manager  Sonia Gallo Assistant Treasurer and Branch Manager  Molly R. Garcia Assistant Treasurer and Branch
Manager  Jeanne E. Lemire Assistant Treasurer and Branch Manager  Robin G. Martin Assistant Treasurer and Branch
Manager  Elizabeth Mazzone Assistant Treasurer and Branch Manager |  | Parent, McLaughlin & Nangle Certified Public
Accountants, Inc. 160 Federal Street Boston, MA
02110  CORPORATE COUNSEL Kilpatrick Stockton LLP 607 14th Street, NW, Suite 900 Washington, DC 20005  STOCK LISTING Mayflower Bancorp, Inc. is traded over-the-counter on the Nasdaq National Market under the symbol MFLR.  TRANSFER AGENT American Stock Transfer and Trust Company Shareholder
Services Division 59 Maiden Lane New York, NY 10038
 FOR STOCKHOLDER INFORMATION CONTACT Jean Michael Mayflower Bancorp, Inc. P.O. Box 311 Middleboro, MA 02346 (508)
947-4343  ANNUAL MEETING An Annual Meeting of Stockholders will be held at 10:00 a.m. on Tuesday, August 25, 2009 at the Fireside Grille Restaurant, Route 18, Middleboro, Massachusetts.  FORM 10-K ANNUAL REPORT A copy of the Banks Annual Report on Form 10-K as filed with the SEC is available to the Banks stockholders upon written request to: Stockholder Relations, Mayflower Bancorp, Inc., P.O. Box 311,
Middleboro, MA 02346.  MEMBER FDIC MEMBER SIF ALL DEPOSITS INSURED IN FULL



---

LOGO