X0202 4 2008-02-27 0 0000799166 MASSBANK CORP MASB 0001235385 PETTINELLI NANCY L C/O MASSBANK CORP 123 HAVEN STREET READING MA 01867 1 0 0 0 Phantom stock 38.00 2008-02-27 4 A 0 15.7895 38.00 A common stock 15.7895 2173.7436 D Cash-only security issued pursuant to the Directors' Deferred Compensation Plan The shares of phantom stock become payable in shares of common stock of the Issuer upon the reporting person attaining the age of 72, or her termination or death or upon a change of control of the Issuer Includes 16.1462 shares of MASSBANK Corp Common Stock acquired on 02/15/08 at a price of $38.05 per share pursuant to the reinvestment of dividends under the Directors' Deferred Compensation Plan Nancy L. Pettinelli 2008-02-27