By the Division of Banks

CERTIFICATE TO TRANSACT BUSINESS to BANK OF CAPE COD

CERTIFICATE TO TRANSACT BUSINESS

The Board of Bank Incorporation constituted under the provisions of Massachusetts General Laws chapter 26, section 5, and acting under the powers conferred upon it by Massachusetts General Laws, chapter 172, section 9, hereby certifies that

BANK OF CAPE COD

Hyannis, in said Commonwealth, has filed with the Board the list of stockholders required by said section 9 and an examination has been made from which it appears that the Bank's capital stock, capital surplus and its undivided profits have been fully paid in cash and the Bank has complied with all other requirements of section 9. Bank of Cape Cod is hereby authorized to begin the transaction of business, provided that business commences within one year as stipulated in the Certificate of Public Convenience and Advantage issued by the Board pursuant to section 6 of said chapter 172.

IN TESTIMONY WHEREOF the members of the Board hereby affix their name at Boston this 15 th day of August, 2006.

Steven L. Antonakes
Commissioner of Banks

Alan L. LeBovidge
Commissioner of Revenue

Board
of Bank
Incorporation

Timothy P. Cahill
Treasurer and Receiver General

August 15, 2006
Date