-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ay+KdebMLYZxumnPmkp9T6XcAxut/D0QRsqzoPYogWK5a74XcyQMccY6pkaEMwJl kONjbPI2um1zKhbT6u6ixw== 0001327363-08-000002.txt : 20080320 0001327363-08-000002.hdr.sgml : 20080320 20080320192019 ACCESSION NUMBER: 0001327363-08-000002 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080310 FILED AS OF DATE: 20080320 DATE AS OF CHANGE: 20080320 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MASSBANK CORP CENTRAL INDEX KEY: 0000799166 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 042930382 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 123 HAVEN STREET CITY: READING STATE: MA ZIP: 01867 BUSINESS PHONE: 6179428192 MAIL ADDRESS: STREET 1: 123 HAVEN STREET CITY: READING STATE: MA ZIP: 01867 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Eastern Bank CORP CENTRAL INDEX KEY: 0001430307 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-15137 FILM NUMBER: 08703790 BUSINESS ADDRESS: STREET 1: 265 FRANKLIN STREET CITY: BOSTON STATE: MA ZIP: 01901 BUSINESS PHONE: (617) 599-2100 MAIL ADDRESS: STREET 1: 265 FRANKLIN STREET CITY: BOSTON STATE: MA ZIP: 01901 3 1 edgar.xml PRIMARY DOCUMENT X0202 3 2008-03-10 1 0000799166 MASSBANK CORP MASB 0001430307 Eastern Bank CORP 265 FRANKLIN STREET BOSTON MA 01901 0 0 0 1 13(d) reporting person Pursuant to voting agreements entered into between the Reporting Person and certain of the Issuer's directors and officers, the Reporting Person may be deemed to be a beneficial owner of more than 10% of the outstanding shares of the Issuer under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The terms of such voting agreements are described in that certain Schedule 13D filed by the Reporting Person with the SEC on the date hereof, which is incorporated herein in its entirety by reference. The filing of this statement by the Reporting Person is not to be construed as and shall not be deemed to be an admission that the Reporting Person is, for any purpose under the Exchange Act or otherwise, a beneficial owner of any shares of the Issuer. /s/ Jennifer M. Adams, as attorney-in-fact 2008-03-20 EX-24 2 attach_1.htm 
POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of Michael K.

Krebs and Jonathan C. Evan, signing singly, the undersigned's true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned's capacity as an

officer and/or director of Eastern Bank Corporation (the "Company"), filings in

accordance with Regulation 13D promulgated under the Securities Exchange Act

of 1934 and Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities

Exchange Act of 1934 and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned which may

be necessary or desirable to complete and execute any such filings under

Regulation 13D or Forms 3, 4 or 5, and timely file such filings with the United

States Securities and Exchange Commission and any stock exchange or similar

authority; and

(3) take any other action of any type whatsoever in connection with the foregoing

which, in the opinion of such attorney-in-fact, may be of benefit to, in the best

interest of, or legally required by, the undersigned, it being understood that the

documents executed by such attorney-in-fact on behalf of the undersigned

pursuant to this Power of Attorney shall be in such form and shall contain such

terms and conditions as such attorney-in-fact may approve in such attorney-in-

fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and

perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise

of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned

might or could do if personally present, with full power of substitution or revocation, hereby ratifying and

confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully

do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The

undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request

of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's

responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer

required to file Forms 3, 4 and 5 or make filings under Regulation 13D with respect to the undersigned's

holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned

in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as

of this 19th day of March, 2008.





Signature: /s/Terrance A. McGinnis

Name:  Terrance A. McGinnis

Title:  Secretary and Clerk
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