FEDERAL DEPOSIT INSURANCE CORPORATION

Fall River Five Cents Savings Bank
Fall River, Bristol County, Massachusetts
Application for Federal Deposit Insurance and Consent to Merge

ORDER AND BASIS FOR CORPORATION APPROVAL

Pursuant to Section 5 and Section 18(c) and other provisions of the Federal Deposit Insurance (FDI) Act, an application has been filed on behalf of Fall River Five Cents Savings Bank, Fall River, Massachusetts (Mutual Institution), currently a state-chartered, mutually-owned Bank Insurance Fund (BIF) member with total resources of $536,042,000 and total deposits of $402,298,000 as of March 31, 2005, for the FDIC's consent to merge with Fall River Five Cents Interim Subsidiary Bank, Fall River, Massachusetts, a proposed new interim, state-chartered stock savings bank. In addition, applications have been filed for Federal deposit insurance for Fall River Five Cents Interim Mutual Bank (a de novo mutual savings bank to be subsequently organized into a mutual holding company) and Fall River Five Cents Interim Subsidiary Bank.

The transaction is to effect the Mutual Institution's plan of reorganization which, solely to facilitate such undertaking, provides for:

Falls River Five Cents Savings Bank to organize a new de novo mutual savings bank under Massachusetts law to be known as Fall River Five Cents Interim Mutual Bank.

Fall River Five Cents Interim Mutual Bank to reorganize its mutual savings bank to become a mutual holding company to be known as BankFive, MHC.

BankFive, MHC to establish a Massachusetts stock corporation subsidiary to be known as BankFive Corporation.

BankFive, MHC to establish a Massachusetts-chartered stock bank subsidiary as a wholly-owned subsidiary of BankFive Corporation to be known as Fall River Five Cents Interim Subsidiary Bank.

Fall River Five Cents Savings Bank will immediately thereafter merge with and into Fall River Five Cents Interim Subsidiary Bank, with Fall River Five Cents Interim Subsidiary Bank to be the legally surviving entity under the name Fall River Five Cents Savings Bank.

Upon consummation of the reorganization, the deposits of the Fall River Five Cents Savings Bank will continue to be insured under the BIF. On the effective date of the reorganization, Fall River Five Cents Savings Bank will be a stock bank that is wholly-owned by BankFive, Corporation which will be wholly-owned by BankFive, MHC. Applications for the establishment of BankFive, MHC and BankFive Corporation have been approved by the Federal Reserve Bank of Boston. Following consummation of the merger, Fall River Five Cents Savings Bank will operate the same banking business, with the same management, at the same locations now being served by the Mutual Institution. The proposed transaction, per se, will not alter the competitive structure of banking in the market served by the Mutual Institution. Fall River Five Cents Savings Bank's main office will continue to be located at 79 North Main Street, Fall River, Massachusetts.

Notice of the proposed transaction, in a form approved by the FDIC, has been published pursuant to the FDI Act. A review of available information, including the Community Reinvestment Act (CRA) Statement of the proponent, disclosed no inconsistencies with the purposes of the CRA. The resultant institution is expected to continue to meet the credit needs of its entire community, consistent with the safe and sound operation of the institution.

In connection with the applications, the FDIC has taken into consideration the financial and managerial resources and future prospects of the proponent banks and the Resultant Bank, the convenience and needs of the community to be served, and the effectiveness of the Resultant Bank's efforts in combating money laundering activities. In connection with the applications for deposit insurance, the FDIC has taken into consideration the: financial history and condition; adequacy of the capital structure; future earnings prospects; general character and fitness of management; risk to the insurance fund; convenience and needs of the community; and consistency of corporate powers. Having found favorably on all statutory factors and having considered other relevant information, including reports on the competitive factors furnished by the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Office of Thrift Supervision, and the Attorney General of the United States, it is the FDIC's judgment that the applications should be and hereby are approved, subject to the following conditions:

1. That, except for the proposed transfer of stock to BankFive Corporation, no shares of the stock of Fall River Five Cents Savings Bank shall be sold, transferred or otherwise disposed of, to any person (including any Employee Stock Ownership Plan) unless prior notice is provided to, and non-objection is received from, the FDIC;

2. That, prior to a sale, transfer or other disposition of any shares of BankFive Corporation by BankFive, MHC, to any person (including any Employee Stock Ownership Plan) or a conversion of BankFive, MHC, to stock form, Fall River Five Cents Savings Bank will provide written notification to the FDIC and provide the FDIC with copies of all documents filed with the state and federal banking and/or securities regulators in connection with any sale, transfer, disposition or conversion;

3. That, should any shares of stock of Fall River Five Cents Savings Bank or BankFive Corporation be issued to persons other than BankFive, MHC, any dividends waived by BankFive, MHC, must be retained by BankFive Corporation or Fall River Five Cents Savings Bank and segregated, earmarked or otherwise identified on its books and records; such amounts must be taken into account in any valuation of the institution and factored into the calculation used in establishing a fair and reasonable basis for exchanging shares in any subsequent conversion of BankFive, MHC, to stock form; such amounts shall not be available for payment to or the value thereof transferred to minority shareholders, by any means including through dividend payments or at liquidation;

4. That, any change in proposed management, including the board of directors, will render this approval null and void unless such proposal is approved by the FDIC prior to the consummation of the proposed transaction;

5. That, the transaction shall not be consummated sooner than fifteen calendar days after the date of this Order nor later than six months after the date of this Order, unless such period is extended for good cause by the FDIC; and

6. That, until the proposed transaction is consummated, the FDIC shall have the right to alter, suspend, or withdraw its approval should any interim development be deemed to warrant such action.

Pursuant to the delegated authority of the Board of Directors.

Dated at Washington, D.C. this 12th day of May, 2005.

/s/ John M. Lane
John M. Lane
Deputy Director
Division of Supervision and Consumer Protection