##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 FORM 10-K/A
 Amendment No. 1
  þ
    
    Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
 for the
fiscal year ended DECEMBER 31, 2007
 or
 o
    
    Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
 for the transition period from  to
 Commission file number: 0-15137
 MASSBANK Corp.
  Delaware(State or Other Jurisdiction of Incorporation or Organization)
    
    04-2930382(I.R.S. EmployerIdentification No.)123 Haven StreetReading, Massachusetts
    
    01867(Address of Principal Executive Offices)
    
    (Zip Code)
   NONE
  COMMON STOCK, par value $1.00 per share
 o þ
 o þ
 þ o
 o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE




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##### Table of Contents



EXPLANATORY NOTE
  (i)




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##### 



TABLE OF CONTENTS
 Item
    
    
    
    PagePART IIIItem 10.
    
    Directors, Executive Officers and Corporate Governance.
    
    
    
    1Item 11.
    
    Executive Compensation.
    
    
    
    4Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
    
    
    
    21Item 13.
    
    Certain Relationships and Related Transactions, and Director Independence.
    
    
    
25Item 14.
    
    Principal Accountant Fees and Services.
    
    
    
25PART IVItem 15.
    
    Exhibits and Financial Statement Schedules.
    
    
    
26Signatures
    
    
    
    
    
    30EX-10.7 Officer Incentive Compensation Bonus PlanEX-31.1 Section 302 Certification of CEOEX-31.2 Section 302 Certification of CFO
  (ii)




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##### Table of Contents



PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance.
 DIRECTORS
  Class I:
    
    Messrs. Brandi, Latham, and Rucci, who were elected to serve until the 2008 Annual
Meeting of Stockholders and until their successors are duly elected and qualified.Class II:
    
    Mr. Bufferd, Ms. Camilli, Mr. Carr, and Ms. Pettinelli, who were elected to serve
until the 2009 Annual Meeting of Stockholders and until their successors are duly elected
and qualified.Class III:
    
    Messrs. Costello, Marshall, McCarthy, and Mistry, who were elected to serve until the
2010 Annual Meeting of Stockholders and until their successors are duly elected and
qualified.
  Gerard H. Brandi
    
    Chairman of the Board, President, and Chief Executive Officer, MASSBANK Corp. and
MASSBANK
  Allan S. Bufferd
    
    Treasurer Emeritus, Massachusetts Institute of Technology
 Treasurer
Emeritus
 Kathleen M. Camilli
    
    President, Camilli Economics, LLC
  1




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##### Table of Contents



Stephen W. Carr
    
    Retired Partner, Attorney, Goodwin Procter LLP
 llp
 Alexander S. Costello
    
    Teacher, Brooks School
  O. Bradley Latham
    
    Attorney, Principal, Latham, Latham & Lamond, P.C.
 pro bono
 Stephen E. Marshall
    
    Retired as President and Treasurer, C. H. Cleaves Insurance Agency, Inc.
  Paul J. McCarthy
    
    Executive Vice President, Jobs for Massachusetts, Inc.
  Nalin M. Mistry
    
    Consulting Engineer and General Contractor, Mistry Associates, Inc., N M
Construction Corporation and MAI Associates, Inc.
  Nancy L. Pettinelli
    
    Executive Director, Visiting Nurse Association of Greater Lowell, Inc.
  2




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##### Table of Contents



William F. Rucci, Jr.
    
    Certified Public Accountant, Partner, Rucci, Bardaro & Barrett, PC
  EXECUTIVE OFFICERS
  SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
  CODE OF ETHICS
  AUDIT COMMITTEE
  AUDIT COMMITTEE FINANCIAL EXPERT
 
 DIRECTOR CANDIDATES
  
    
    a new provision to Article I, Section 1 and Article II, Section 2 that addresses the
timing for stockholders to make director nominations or stockholder proposals when the
annual meeting of stockholders is held more than seven days after the anniversary of the
immediately preceding annual meeting of stockholders;
    
    a new Section 2A to Article II, entitled Limitations on Eligibility to Serve as a
Director; and
    
    a new Section 9 to Article V regarding the severability of the By-Laws.
  3




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th th th
    
 Item 11. Executive Compensation.
 COMPENSATION COMMITTEE
   COMPENSATION DISCUSSION AND ANALYSIS
   4




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##### Table of Contents



Compensation Philosophy
  Structure of Compensation
  Compensation Process
  Base Salary
 st
 Incentive Program
   Cash Incentive Bonus Plan
    Achieves Some of
    
    Achieves Most ofthe Performance
    
    the Performance
    
    Achieves All of theName
    
    Goals
    
    Goals
    
    Performance GoalsGerard H. Brandi
    
    Up to 21%
    
    21% to 34%
    
    
    35
    %Reginald E. Cormier
    
    Up to 15%
    
    15% to 24%
    
    
    25
    %Donna H. West
    
    Up to 21%
    
    21% to 34%
    
    
    35
    %James L. Milinazzo
    
    Up to 15%
    
    15% to 24%
    
    
    25
    %William F. Rivers
    
    Up to 15%
    
    15% to 24%
    
    
    25
    %
    Maximum BonusPercentage of
    
    Actual BonusSalary that could
    
    Percentage ofName
    
    be Awarded
    
    Salary Awarded
    
    Actual Bonus AmountGerard H. Brandi
    
    Up to 21%
    
    
    7.7
    %
    
    $
    40,000Reginald E. Cormier
    
    Up to 15%
    
    
    11.2
    %
    
    $
    17,500Donna H. West
    
    Up to 21%
    
    
    19.0
    %
    
    $
    32,000James L. Milinazzo
    
    Up to 15%
    
    
    4.9
    %
    
    $
    6,500William F. Rivers
    
    Up to 15%
    
    
    4.3
    %
    
    $
    5,000


Stock Option Awards.


5



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##### Table of Contents



Retirement Plans
 The Defined Benefit Plan.
  Employee
Stock Ownership Plan (ESOP).
 Deferred Compensation Program
   6




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##### Table of Contents



Executive Supplemental Retirement Agreement
  Other Benefits
  COMPENSATION COMMITTEE REPORT
    COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
  EXECUTIVE COMPENSATION
  Summary Compensation Table
  7




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##### Table of Contents



SUMMARY COMPENSATION TABLE
 Change inPension ValueandNonqualifiedNon-Equity
    
    DeferredStock
    
    Option
    
    Incentive Plan
    
    Compensation
    
    All OtherName and Principal
    
    
    
    
    
    Salary
    
    Bonus
    
    Awards
    
    Awards
    
    Compensation
    
    Earnings
    
    Compensation
    
    TotalPosition
    
    Year
    
    ($)
    
    ($)(1)
    
    ($)
    
    ($)(2)
    
    ($)
    
    ($)(3)(4)
    
    ($)(5)
    
    ($)Gerard H. Brandi
    
    
    2007
    
    
    $
    517,800
    
    
    $
    40,000
    
    
    $
    0
    
    
    $
    7,771
    
    
    $
    0
    
    
    $
    93,664
    
    
    $
    69,195
    (6)
    
    $
    728,430Chairman, President and
Chief Executive
Officer
    
    
    2006
    
    
    $
    499,800
    
    
    $
    0
    
    
    $
    0
    
    
    $
    3,936
    
    
    $
    0
    
    
    $
    214,616
    
    
    $
    66,503
    (7)
    
    $
    784,855Reginald E. Cormier
    
    
    2007
    
    
    $
    156,600
    
    
    $
    17,500
    
    
    $
    0
    
    
    $
    6,476
    
    
    $
    0
    
    
    $
    53,339
    
    
    $
    7,431
    (6)
    
    $
    241,346Senior Vice President,
    
    
    2006
    
    
    $
    150,000
    
    
    $
    0
    
    
    $
    0
    
    
    $
    3,280
    
    
    $
    0
    
    
    $
    59,356
    
    
    $
    6,853
    (7)
    
    $
    219,489Treasurer and Chief
Financial OfficerDonna H. West
    
    
    2007
    
    
    $
    168,000
    
    
    $
    32,000
    
    
    $
    0
    
    
    $
    6,476
    
    
    $
    0
    
    
    $
    88,926
    
    
    $
    27,964
    (6)
    
    $
    323,366Senior Vice President,
    
    
    2006
    
    
    $
    160,800
    
    
    $
    0
    
    
    $
    0
    
    
    $
    3,280
    
    
    $
    0
    
    
    $
    100,003
    
    
    $
    17,313
    (7)
    
    $
    281,396Community Banking and
Chief Operating
OfficerJames L. Milinazzo
    
    
    2007
    
    
    $
    133,200
    
    
    $
    6,500
    
    
    $
    0
    
    
    $
    6,476
    
    
    $
    0
    
    
    $
    12,495
    
    
    $
    6,380
    (6)
    
    $
    165,051Senior Vice President,
    
    
    2006
    
    
    $
    127,920
    
    
    $
    0
    
    
    $
    0
    
    
    $
    3,280
    
    
    $
    0
    
    
    $
    21,760
    
    
    $
    3,286
    (7)
    
    $
    156,246LendingWilliam F. Rivers
    
    
    2007
    
    
    $
    116,700
    
    
    $
    5,000
    
    
    $
    0
    
    
    $
    5,181
    
    
    $
    0
    
    
    $
    9,923
    
    
    $
    5,666
    (6)
    
    $
    142,470Vice President,
    
    
    2006
    
    
    $
    112,800
    
    
    $
    0
    
    
    $
    0
    
    
    $
    2,624
    
    
    $
    0
    
    
    $
    10,315
    
    
    $
    5,305
    (7)
    
    $
    131,044Operations
 
 (1)
    
    Bonus payments were accrued in the year indicated and paid in the succeeding fiscal
year. Thus, the 2007 bonus was paid in fiscal 2008. Bonus payments in 2007 include
discretionary awards discussed in the Compensation Discussion and Analysis earlier
in this Amendment No. 1 to our Annual Report on Form 10-K/A.(2)
    
    Amount listed reflects a portion of the total fair value of stock options recognized
by us as an expense in 2007 and 2006, as applicable, for financial statements
reporting purposes in accordance with SFAS No. 123R, disregarding for this purpose
the estimate of forfeitures related to service-based vesting conditions. For 2007
and 2006, the assumptions used in the calculation of these amounts are included in
Note 16 to our audited consolidated financial statements for the year ended December
31, 2007 and 2006 included in the Original Filing.(3)
    
    Represents the increase in pension plan benefit for each of the named executive
officers under the SBERA pension plan.(4)
    
    In 2006, includes earnings on the deferred compensation program for Mr. Brandi and
Ms. West in the amounts of $108,529 and $1,005, respectively, which represents
earnings in excess of the 120% of the applicable federal long term rate and assumes
an applicable federal long term rate of 6% with annual compounding.(5)
    
    No named executive officer received perquisites in excess of $10,000 in 2007 or 2006.(6)
    
    Consists of allocations under our ESOP valued as follows: Mr. Brandi, $9,714; Mr.
Cormier, $6,910; Ms. West, $7,443; Mr. Milinazzo, $5,859; and Mr. Rivers, $5,145.
In addition, Mr. Brandi and Ms. West received contributions of $58,960 and $20,000,
respectively, under our deferred compensation program. Consists of group term life
insurance premiums of $521 for Mr. Brandi, Mr. Cormier, Ms. West, Mr. Milinazzo, and
Mr. Rivers.(7)
    
    Consists of allocations under our ESOP valued as follows: Mr. Brandi, $8,422; Mr.
Cormier, $6,132; Ms. West, $6,592; Mr. Milinazzo, $2,565; and Mr. Rivers, $4,605.
In addition, Mr. Brandi and Ms. West received contributions of $57,360 and $10,000,
respectively, under our deferred compensation program. Consists of group term life
insurance premiums of $721 for Mr. Brandi, Mr. Cormier, Ms. West, and Mr. Milinazzo;
and $700 for Mr. Rivers. 8




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Grants of Plan-Based Awards
  GRANTS OF PLAN-BASED AWARDS
 AllOther
    
    
    
    
    
    
    
    
    
    GrantStock
    
    All Other
    
    Exercise
    
    DateAwards:
    
    Option
    
    or Base
    
    FairNumber
    
    Awards:
    
    Price of
    
    ValueEstimated Future Payouts
    
    Estimated Future Payouts
    
    of
    
    Number of
    
    Option
    
    of StockUnder
    
    Under
    
    Shares of
    
    Securities
    
    Awards
    
    andGrant
    
    Non-Equity Incentive Plan
    
    Equity Incentive Plan
    
    Stock or
    
    Underlying
    
    ($/Sh)
    
    OptionName
    
    Date
    
    Awards
    
    Awards
    
    Units (#)
    

Options
(#)(1)
    
    (2)(3)
    
    Awards(4)Threshold
    
    Target
    
    Maximum
    
    Threshold
    
    Target
    
    Maximum($)
    
    ($)
    
    ($)
    
    (#)
    
    (#)
    
    (#)Gerard H. Brandi
    
    
    1/16/2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,000
    
    
    $
    32.60
    
    
    $
    20,010Reginald E. Cormier
    
    
    1/16/2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,500
    
    
    $
    32.60
    
    
    $
    16,675Donna H. West
    
    
    1/16/2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,500
    
    
    $
    32.60
    
    
    $
    16,675James L. Milinazzo
    
    
    1/16/2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,500
    
    
    $
    32.60
    
    
    $
    16,675William F. Rivers
    
    
    1/16/2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,000
    
    
    $
    32.60
    
    
    $
    13,340
 
 (1)
    
    Represents options granted under the Corporations 2004 Stock Option and Incentive Plan.(2)
    
    All options for the named executive officers vest over a period of five years, with the
first 20% vesting one year after the date of grant. The options have a contractual term
of ten years. These options have no value to the executive on the date of grant.(3)
    
    The exercise price for each stock option is the closing stock price on the date of grant.(4)
    
    In this column, we report the aggregate SFAS No. 123R value of all awards made in 2007.
In contrast to how we present amounts in the Summary Compensation Table, we report such
amounts here without apportioning such amounts over the service or vesting period. 9




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Outstanding Equity Awards at Fiscal Year-End
  OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
 Option Awards
    
    Stock AwardsEquityEquity
    
    IncentiveIncentive
    
    PlanPlan
    
    Awards:Awards:
    
    MarketNumber
    
    or PayoutEquity
    
    
    
    
    
    
    
    
    
    Number
    
    Market
    
    of
    
    Value ofIncentive
    
    
    
    
    
    
    
    
    
    of
    
    Value of
    
    Unearned
    
    UnearnedPlan
    
    
    
    
    
    
    
    
    
    Shares
    
    Shares
    
    Shares,
    
    Shares,Number of
    
    Awards:
    
    
    
    
    
    
    
    
    
    or Units
    
    or Units
    
    Units or
    
    Units orNumber of
    
    Securities
    
    Number of
    
    
    
    
    
    
    
    
    
    of Stock
    
    of Stock
    
    Other
    
    OtherSecurities
    
    Underlying
    
    Securities
    
    
    
    
    
    
    
    
    
    That
    
    That
    
    Rights
    
    RightsUnderlying
    
    Unexercised
    
    Underlying
    
    Option
    
    
    
    
    
    Have
    
    Have
    
    That
    
    ThatUnexercised
    
    Options (#)
    
    Unexercised
    
    Exercise
    
    Option
    
    Not
    
    Not
    
    Have Not
    
    Have NotOptions (#)
    
    Unexercisable
    
    Unearned
    
    Price
    
    Expiration
    
    Vested
    
    Vested
    
    Vested
    
    VestedName
    
    Exercisable
    
    (1)
    
    Options (#)
    
    ($)
    
    Date
    
    (#)
    
    ($)
    
    (#)
    
    ($)Gerard H. Brandi
    
    
    3,750
    
    
    
    0
    
    
    
    0
    
    
    $
    29.50
    
    
    
    1/19/20083,750
    
    
    
    0
    
    
    
    0
    
    
    $
    25.00
    
    
    
    1/18/20093,750
    
    
    
    0
    
    
    
    0
    
    
    $
    19.00
    
    
    
    1/17/20101,500
    
    
    
    0
    
    
    
    0
    
    
    $
    20.67
    
    
    
    1/15/20111,500
    
    
    
    0
    
    
    
    0
    
    
    $
    27.63
    
    
    
    1/14/20122,500
    
    
    
    0
    
    
    
    0
    
    
    $
    28.44
    
    
    
    1/20/20132,500
    
    
    
    0
    
    
    
    0
    
    
    $
    42.90
    
    
    
    1/14/20143,000
    
    
    
    0
    
    
    
    0
    
    
    $
    37.15
    
    
    
    1/17/2015600
    
    
    
    2,400
    
    
    
    0
    
    
    $
    32.80
    
    
    
    1/16/20160
    
    
    
    3,000
    
    
    
    0
    
    
    $
    32.60
    
    
    
    1/15/2017Reginald E. Cormier
    
    
    1,625
    
    
    
    0
    
    
    
    0
    
    
    $
    29.50
    
    
    
    1/19/20083,000
    
    
    
    0
    
    
    
    0
    
    
    $
    25.00
    
    
    
    1/18/20093,000
    
    
    
    0
    
    
    
    0
    
    
    $
    19.00
    
    
    
    1/17/20101,500
    
    
    
    0
    
    
    
    0
    
    
    $
    20.67
    
    
    
    1/15/20111,500
    
    
    
    0
    
    
    
    0
    
    
    $
    27.63
    
    
    
    1/14/20121,000
    
    
    
    0
    
    
    
    0
    
    
    $
    28.44
    
    
    
    1/20/20132,500
    
    
    
    0
    
    
    
    0
    
    
    $
    42.90
    
    
    
    1/14/20142,500
    
    
    
    0
    
    
    
    0
    
    
    $
    37.15
    
    
    
    1/17/2015500
    
    
    
    2,000
    
    
    
    0
    
    
    $
    32.80
    
    
    
    1/16/20160
    
    
    
    2,500
    
    
    
    0
    
    
    $
    32.60
    
    
    
    1/15/2017Donna H. West
    
    
    2,625
    
    
    
    0
    
    
    
    0
    
    
    $
    29.50
    
    
    
    1/19/20083,000
    
    
    
    0
    
    
    
    0
    
    
    $
    25.00
    
    
    
    1/18/20093,000
    
    
    
    0
    
    
    
    0
    
    
    $
    19.00
    
    
    
    1/17/20101,500
    
    
    
    0
    
    
    
    0
    
    
    $
    20.67
    
    
    
    1/15/20111,500
    
    
    
    0
    
    
    
    0
    
    
    $
    27.63
    
    
    
    1/14/20121,000
    
    
    
    0
    
    
    
    0
    
    
    $
    28.44
    
    
    
    1/20/20132,500
    
    
    
    0
    
    
    
    0
    
    
    $
    42.90
    
    
    
    1/14/20142,500
    
    
    
    0
    
    
    
    0
    
    
    $
    37.15
    
    
    
    1/17/2015500
    
    
    
    2,000
    
    
    
    0
    
    
    $
    32.80
    
    
    
    1/16/20160
    
    
    
    2,500
    
    
    
    0
    
    
    $
    32.60
    
    
    
    1/15/2017
 10




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##### Table of Contents



Option Awards
    
    Stock AwardsEquityEquity
    
    IncentiveIncentive
    
    PlanPlan
    
    Awards:Awards:
    
    MarketNumber
    
    or PayoutEquity
    
    
    
    
    
    
    
    
    
    Number
    
    Market
    
    of
    
    Value ofIncentive
    
    
    
    
    
    
    
    
    
    of
    
    Value of
    
    Unearned
    
    UnearnedPlan
    
    
    
    
    
    
    
    
    
    Shares
    
    Shares
    
    Shares,
    
    Shares,Number of
    
    Awards:
    
    
    
    
    
    
    
    
    
    or Units
    
    or Units
    
    Units or
    
    Units orNumber of
    
    Securities
    
    Number of
    
    
    
    
    
    
    
    
    
    of Stock
    
    of Stock
    
    Other
    
    OtherSecurities
    
    Underlying
    
    Securities
    
    
    
    
    
    
    
    
    
    That
    
    That
    
    Rights
    
    RightsUnderlying
    
    Unexercised
    
    Underlying
    
    Option
    
    
    
    
    
    Have
    
    Have
    
    That
    
    ThatUnexercised
    
    Options (#)
    
    Unexercised
    
    Exercise
    
    Option
    
    Not
    
    Not
    
    Have Not
    
    Have NotOptions (#)
    
    Unexercisable
    
    Unearned
    
    Price
    
    Expiration
    
    Vested
    
    Vested
    
    Vested
    
    VestedName
    
    Exercisable
    
    (1)
    
    Options (#)
    
    ($)
    
    Date
    
    (#)
    
    ($)
    
    (#)
    
    ($)James L. Milinazzo
    
    
    500
    
    
    
    2,000
    
    
    
    0
    
    
    $
    32.80
    
    
    
    1/16/20160
    
    
    
    2,500
    
    
    
    0
    
    
    $
    32.60
    
    
    
    1/15/2017William F. Rivers
    
    
    2,000
    
    
    
    0
    
    
    
    0
    
    
    $
    37.15
    
    
    
    1/17/2015400
    
    
    
    1,600
    
    
    
    0
    
    
    $
    32.80
    
    
    
    1/16/20160
    
    
    
    2,000
    
    
    
    0
    
    
    $
    32.60
    
    
    
    1/15/2017
 
 (1)
    
    All unexercisable options for the named executive officers vest over a
period of five years, with the first 20% vesting one year after the
date of grant. Option Exercises and Stock Vested
  OPTION EXERCISES AND STOCK VESTED
 Option Awards
    
    Stock AwardsNumber of Shares
    
    Value Realized
    
    Number of Shares
    
    Value RealizedAcquired on Exercise
    
    on
    
    Acquired on Vesting
    
    onName
    
    (#)
    
    Exercise ($)
    
    (#)
    
    Vesting($)Gerard H. Brandi(1)
    
    
    5,000
    
    
    $
    63,438
    
    
    
    0
    
    
    
    0Reginald E. Cormier(1)
    
    
    2,000
    
    
    $
    17,558
    
    
    
    0
    
    
    
    0Donna H. West(1)
    
    
    3,500
    
    
    $
    44,406
    
    
    
    0
    
    
    
    0James L. Milinazzo
    
    
    0
    
    
    $
    0
    
    
    
    0
    
    
    
    0William F. Rivers
    
    
    0
    
    
    $
    0
    
    
    
    0
    
    
    
    0
 
 (1)
    
    None of the shares of Common Stock received upon exercise of these options were sold. Pension Benefits
  11




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##### Table of Contents



PENSION BENEFITS
 Present ValueofNumber of Years
    
    Accumulated
    
    Payments DuringName
    
    Plan Name
    
    Credited Service (#)
    
    Benefit($)
    
    Last Fiscal Year($)Gerard H. Brandi
    
    SBERA Pension Plan
    
    
    34.08
    
    
    $
    1,222,120
    (2)
    
    $
    0Executive SupplementalRetirement Agreement
    
    
    N/A
    (1)
    
    $
    307,376
    (3)
    
    $
    0Reginald E. Cormier
    
    SBERA Pension Plan
    
    
    20.08
    
    
    $
    449,720
    (2)
    
    $
    0Donna H. West
    
    SBERA Pension Plan
    
    
    32.33
    
    
    $
    855,590
    (2)
    
    $
    0James L. Milinazzo
    
    SBERA Pension Plan
    
    
    2.67
    
    
    $
    34,255
    (2)
    
    $
    0William F. Rivers
    
    SBERA Pension Plan
    
    
    3.10
    
    
    $
    29,887
    (2)
    
    $
    0
 
 (1)
    
    Years of service are not relevant under Mr. Brandis Executive Supplemental Retirement Agreement.(2)
    
    Present value of accumulated benefits under the SBERA pension plan as of October 31, 2007,
determined using interest rate and mortality rate assumptions consistent with those used for our
financial reporting purposes, except that retirement age is based upon the normal retirement age
as defined in the plan (age 65). The assumptions can be found in Note 16 to our audited
consolidated financial statements for the year ended December 31, 2007 included in the Original
Filing.(3)
    
    The present value of Mr. Brandis supplemental retirement benefits is $307,376. The present
value of the monthly payments that would be made to a beneficiary if Mr. Brandi dies prior to
his retirement is $277,703. The present value of the benefits was calculated using a discount
rate of 5.50%. Nonqualified Deferred Compensation
   NONQUALIFIED DEFERRED COMPENSATION
 Executive
    
    
    
    
    


    Aggregate
    
    AggregateContributions
    
    Registrant
    
    Earnings in
    
    Withdrawals/
    
    Aggregatein
    
    Contributions in
    
    Last
    
    Distributions
    
    BalanceName
    
    Last FY ($)
    
    Last FY ($)(1)
    
    FY ($)
    
    ($)
    
    at Last FYE ($)Gerard H. Brandi
    
    
    0
    
    
    $
    58,960
    
    
    $
    56,860
    
    
    
    0
    
    
    $
    1,448,102Reginald E. Cormier
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Donna H. West
    
    
    0
    
    
    $
    20,000
    
    
    $
    1,153
    
    
    
    0
    
    
    $
    45,089James L. Milinazzo
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0William F. Rivers
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
 12




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##### Table of Contents



(1)
    
    All contributions by the Bank for the year ended December 31, 2007
were reported under All Other Compensation in the Summary Compensation
Table for each named executive officer. Potential Post-Employment Payments
       13




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##### Table of Contents



Involuntary orGood ReasonInvoluntary
    
    
    
    
    
    TerminationVoluntary
    
    Termination Not
    
    For Cause
    
    (Change inPayments and Benefits
    

Termination
    

for Cause
    

Termination
    
    Control)(1)
    
    Death
    
    DisabilityGerard H. BrandiSeverance
    
    
    0
    
    
    $
    1,873,080
    (2)
    
    
    0
    
    
    $
    1,937,880
    (3)
    
    
    0
    
    
    
    0Accelerated Vesting of
Stock Options
    
    
    0
    
    
    $
    5,950
    (4)
    
    
    0
    
    
    $
    7,795
    (5)
    
    $
    5,950
    (4)
    
    $
    5,950
    (4)Other Benefits
    
    
    0
    
    
    $
    1,029,708
    (6)
    
    
    0
    
    
    $
    1,040,508
    (7)
    
    $
    4,096
    (8)
    
    $
    165,856
    (9)Tax Gross-Up
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    $
    1,249,609
    (10)
    
    
    0
    
    
    
    0Total
    
    
    0
    
    
    $
    2,908,738
    
    
    
    0
    
    
    $
    4,235,792
    
    
    $
    10,046
    
    
    $
    171,806Reginald E. CormierSeverance
    
    
    0
    
    
    $
    522,300
    (11)
    
    
    0
    
    
    $
    395,213
    (12)
    
    
    0
    
    
    
    0Accelerated Vesting of
Stock Options
    
    
    0
    
    
    $
    4,959
    (13)
    
    
    0
    
    
    $
    6,496
    (14)
    
    $
    4,959
    (13)
    
    $
    4,959
    (13)Other Benefits
    
    
    0
    
    
    $
    36,406
    (15)
    
    
    0
    
    
    $
    36,406
    (16)
    
    $
    4,096
    (8)
    
    $
    75,556
    (17)Tax Gross-Up
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    (18)
    
    
    0
    
    
    
    0Total
    
    
    0
    
    
    $
    563,665
    
    
    
    0
    
    
    $
    438,115
    
    
    $
    9,055
    
    
    $
    80,515Donna H. WestSeverance
    
    
    0
    
    
    $
    600,000
    (11)
    
    
    0
    
    
    $
    453,841
    (12)
    
    
    0
    
    
    
    0Accelerated Vesting of
Stock Options
    
    
    0
    
    
    $
    4,959
    (13)
    
    
    0
    
    
    $
    6,496
    (14)
    
    $
    4,959
    (13)
    
    $
    4,959
    (13)Other Benefits
    
    
    0
    
    
    $
    13,509
    (15)
    
    
    0
    
    
    $
    13,509
    (16)
    
    $
    4,096
    (8)
    
    $
    55,509
    (19)Tax Gross-Up
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    (18)
    
    
    0
    
    
    
    0Total
    
    
    0
    
    
    $
    618,468
    
    
    
    0
    
    
    $
    473,846
    
    
    $
    9,055
    
    
    $
    60,468
 14




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##### Table of Contents



Involuntary orGood ReasonInvoluntary
    
    
    
    
    
    TerminationVoluntary
    
    Termination Not
    
    For Cause
    
    (Change inPayments and Benefits
    
    Termination
    

for Cause
    
    Termination
    
    Control)(1)
    
    Death
    
    DisabilityJames L. MilinazzoSeverance
    
    
    0
    
    
    $
    279,400
    (20)
    
    
    0
    
    
    $
    383,962
    (12)
    
    
    0
    
    
    
    0Accelerated Vesting of
Stock Options
    
    
    0
    
    
    $
    4,959
    (13)
    
    
    0
    
    
    $
    $6,496
    (14)
    
    $
    4,959
    (13)
    
    $
    4,959
    (13)Other Benefits
    
    
    0
    
    
    $
    0
    (21)
    
    
    0
    
    
    $
    0
    
    
    $
    0
    (8)
    
    $
    33,300
    (22)Tax Gross-Up
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    (18)
    
    
    0
    
    
    
    0Total
    
    
    0
    
    
    $
    284,359
    
    
    
    0
    
    
    $
    390,458
    
    
    $
    4,959
    
    
    $
    38,259William F. RiversSeverance
    
    
    0
    
    
    $
    243,400
    (20)
    
    
    0
    
    
    $
    287,847
    (12)
    
    
    0
    
    
    
    0Accelerated Vesting of
Stock Options
    
    
    0
    
    
    $
    3,967
    (13)
    
    
    0
    
    
    $
    5,196
    (14)
    
    $
    3,967
    (13)
    
    $
    3,967
    (13)Other Benefits
    
    
    0
    
    
    $
    23,139
    (21)
    
    
    0
    
    
    $
    36,406
    (23)
    
    $
    11,038
    (8)
    
    $
    52,314
    (24)Tax Gross-Up
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    (18)
    
    
    0
    
    
    
    0Total
    
    
    0
    
    
    $
    270,506
    
    
    
    0
    
    
    $
    329,449
    
    
    $
    15,005
    
    
    $
    56,281
 
 (1)
    
    On March 10, 2008, the Corporation, the Bank, Eastern Bank
Corporation (Eastern), Eastern Bank, and Minuteman Acquisition
Corp., a wholly owned subsidiary of Eastern (the Merger Sub),
entered into an Agreement and Plan of Merger (the Merger
Agreement), pursuant to which the Merger Sub will merge with and
into the Corporation, with the Corporation as the surviving
corporation (the Merger). As a result of the Merger, the
Corporation will become a wholly owned subsidiary of Eastern. In
light of the pendency of the Merger, we have calculated the
post-employment payments included in this column, assuming that, on
August 1, 2008, (a) the Merger was consummated and (b) either (x) the
Corporation and/or the Bank terminated the employment of the
executive officer for any reason other than for cause or (y) the
executive officer terminated his or her employment for good reason.(2)
    
    Under Mr. Brandis Employment Agreement, severance will consist of a
lump-sum payment of three times his base salary and the greater of
his most recent bonus (or average bonus for the immediate past three
fiscal years). Severance payment is calculated based on a year-end
base salary of $517,800. In the last three years, Mr. Brandi has
only received a bonus payment for 2007 in the amount of $40,000.
Upon the occurrence of a Change in Control, Mr. Brandis Change in
Control payment would be the same as his severance payment. The
severance amount payable to Mr. Brandi in the foregoing situations
would also include an additional payment approximately equal to 60%
of the difference between Mr. Brandis current compensation and the
current years compensation limit of $225,000 under Section
401(a)(17) of the Code.(3)
    
    Under Mr. Brandis Employment Agreement, severance will consist of a
lump-sum payment of three times his base salary and the greater of
his most recent bonus (or average bonus for the immediate past three
fiscal years). Severance payment is calculated based on a year-end
base salary for 2008 of $535,800. In the last three years, Mr.
Brandi has only received a bonus payment for 2007 in the amount of
$40,000 and we have assumed that he will not receive a bonus payment
for 2008. Upon the occurrence of a Change in Control, Mr. Brandis
Change in Control payment would be the same as his severance payment.
The severance amount payable to Mr. Brandi in the foregoing
situation would also include an additional payment approximately
equal to 60% of the difference between Mr. Brandis current
compensation and the current years compensation limit of $225,000
under Section 401(a)(17) of the Code.(4)
    
    Due to this separation occurrence, Mr. Brandi would be entitled to an
incremental value of $5,950 attributable to gains realized for
unvested stock option grants as of December 31, 2007, using the
closing stock price on December 31, 2007 of $36.42.(5)
    
    Due to this separation occurrence, Mr. Brandi would be entitled to an
incremental value of $7,795 attributable to gains realized for
unvested stock option grants as of August 1, 2008 (the assumed closing date of the Merger), using the merger
consideration of $40.00 per share.(6)
    
    Due to this separation occurrence, Mr. Brandi would be entitled to
an incremental value of $1,029,708. This includes the value of
continuing his health and welfare benefits for three years, and the
value of other benefits (i.e., use of automobile, membership in
health club, and tax and financial planning expenses, incentive
payment, ESOP, deferred compensation and retirement benefits) to be
provided for three years. 15




---



##### Table of Contents



(7)
    
    Due to this separation occurrence, Mr. Brandi would be entitled to an
incremental value of $1,040,508. This includes the value of
continuing his health and welfare benefits for three years, and the
value of other benefits (i.e., use of automobile, membership in
health club, and tax and financial planning expenses, incentive
payment, ESOP, deferred compensation and retirement benefits) to be
provided for three years.(8)
    
    Represents the payment of health insurance premiums for a period of
12 months to allow the executives spouse and dependents, if any, to
receive health insurance coverage substantially similar to the
coverage received prior to the date of termination.(9)
    
    Had Mr. Brandi become disabled on December 31, 2007, he would be
entitled to receive his full salary until the earlier of his death,
his becoming eligible for disability income under the Banks
disability income plan (generally after 90 days) or three years
following the date of termination. Assumes payment of salary for
three months of $129,450. Mr. Brandi would also be entitled to
receive health insurance coverage paid by the Bank, substantially
similar to the coverage received prior to the date of termination,
for a period of three years. Assumes payment of health insurance
premiums for three years in the amount of $36,406(10)
    
    This amount assumes an excise tax rate of 20%, a federal income tax
rate of 35%, a state income tax rate of 5.3%, and a Medicare tax rate
of 1.45%.(11)
    
    Under the Employment Agreements, severance for Mr. Cormier and Ms.
West will consist of a lump-sum payment of three times their
respective base salary and the greater of their most recent bonus or
average bonus for the immediate past three fiscal years. The base
salaries for Mr. Cormier and Ms. West as of December 31, 2007 were
$156,600 and $168,000, respectively. Mr. Cormier and Ms. West
received a bonus payment for 2007 in the amount of $17,500 and
$32,000, respectively, which was the largest bonus payment they each
received in the last three years.(12)
    
    Due to this separation occurrence, severance will consist of a
lump-sum payment of approximately three times the officers average
taxable compensation over the previous five years of employment with
the Corporation or the Bank, or actual length of employment, if
shorter, and the total severance payment is reduced to the extent
necessary to avoid imposition of the excise tax imposed by Section
280 G of the Code.(13)
    
    Due to this separation occurrence, Mr. Cormier, Ms. West, and Mr.
Milinazzo would be entitled to an incremental value of $4,959
attributable to gains realized for unvested stock option grants as of
December 31, 2007, using the closing stock price on December 31, 2007
of $36.42. Mr. Rivers would be entitled to an incremental value of
$3,967 attributable to gains realized for unvested stock option
grants as of December 31, 2007, using the closing stock price on
December 31, 2007 of $36.42.(14)
    
    Due to this separation occurrence, Mr. Cormier, Ms. West and Mr.
Milinazzo would be entitled to an incremental value of $6,496
attributable to gains realized for unvested stock option grants as of
August 1, 2008 (the assumed closing date of the Merger), using the merger consideration of $40.00 per share.
Mr. Rivers would be entitled to an incremental value of $5,196
attributable to gains realized for unvested stock option grants as of
August 1, 2008 (the assumed closing date of the Merger), using the merger consideration of $40.00 per share.(15)
    
    Due to this separation occurrence, for a period of three years from
the date of termination, the Bank shall pay such health insurance
premiums as may be necessary to provide health insurance coverage to
Mr. Cormier and Ms. West substantially similar to the coverage
received prior to termination. Assumes health insurance premiums of
$36,406 and $13,509 for Mr. Cormier and Ms. West, respectively.(16)
    
    Due to this separation occurrence, for a period of three years from
the date of termination, the Bank shall pay such health insurance
premiums as may be necessary to provide health insurance coverage to
Mr. Cormier and Ms. West substantially similar to the coverage
received prior to termination. Assumes health insurance premiums of
$36,406 and $13,509 for Mr. Cormier and Ms. West, respectively.(17)
    
    Had Mr. Cormier become disabled on December 31, 2007, he would be
entitled to receive his full salary until the earlier of his death,
his becoming eligible for disability income under the Banks
disability income plan (generally after 90 days) or three years
following the date of termination. Assumes payment of salary for
three months to Mr. Cormier in the amount of $39,150. Mr. Cormier
would also be entitled to receive health insurance coverage
substantially similar to the coverage received prior to the date of
termination for a period of three years. Assumes payment of health
insurance premiums for three years in the amount of $36,406 16




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##### Table of Contents



(18)
    
    Mr. Cormier, Ms. West, Mr. Milinazzo, and Mr. Rivers would not be
entitled to receive a tax gross-up payment upon a Change in Control.(19)
    
    Had Ms. West become disabled on December 31, 2007, she would be
entitled to receive her full salary until the earlier of her death,
her becoming eligible for disability income under the Banks
disability income plan (generally after 90 days) or three years
following the date of termination. Assumes payment of salary for
three months to Ms. West in the amount of $42,000. Ms. West would
also be entitled to receive health insurance coverage substantially
similar to the coverage received prior to the date of termination for
a period of three years. Assumes payment of health insurance
premiums for three years in the amount of $13,509.(20)
    
    Under the Employment Agreements, severance for Mr. Milinazzo and Mr.
Rivers will consist of a lump-sum payment of two times their
respective base salary and the greater of their most recent bonus or
average bonus for the immediate past three fiscal years. The base
salaries for Mr. Milinazzo and Mr. Rivers as of December 31, 2007
were $133,200 and $116,700, respectively. Mr. Milinazzo and Mr.
Rivers received a bonus payment for 2007 in the amount of $6,500 and
$5,000, respectively, which was the largest bonus payment they each
received in the last three years.(21)
    
    Due to this separation occurrence, for a period of two years from the
date of termination, the Bank shall pay such health insurance
premiums as may be necessary to provide health insurance coverage to
Mr. Rivers substantially similar to the coverage
received prior to termination. Assumes payment of health insurance
premiums for two years in the amount of $23,139 for Mr. Rivers. As of December 31, 2007, Mr. Milinazzo does not receive health insurance coverage from the Bank.(22)
    
    Had Mr. Milinazzo become disabled on December 31, 2007, he would be
entitled to receive his full salary until the earlier of his death,
his becoming eligible for disability income under the Banks
disability income plan (generally after 90 days) or two years
following the date of termination. Assumes payment of salary for
three months to Mr. Milinazzo in the amount of $33,300.(23)
    
    Due to this separation occurrence, for a period of three years from
the date of termination, the Bank shall pay such health insurance
premiums as may be necessary to provide health insurance coverage for
Mr. Rivers substantially similar to the coverage received prior to
termination. Assumes payment of health insurance premiums for three
years in the amount of $36,406 for Mr. Rivers.(24)
    
    Had Mr. Rivers become disabled on December 31, 2007, he would be
entitled to receive his full salary until the earlier of his death,
his becoming eligible for disability income under the Banks
disability income plan (generally after 90 days) or two years
following the date of termination. Assumes payment of salary for
three months to Mr. Rivers in the amount of $29,175. Mr. Rivers
would also be entitled to receive health insurance coverage
substantially similar to the coverage received prior to the date of
termination for a period of two years. Assumes payment of health
insurance premiums for two years in the amount of $23,139.  
    
    Accrued salary and vacation pay.
    
    Distribution of plan balances under our ESOP and the non-qualified deferred compensation
plan. For more information about plan balances of certain named executive officers, see
the section entitled Executive Compensation  Nonqualified Deferred Compensation on page 12 of this Amendment No. 1 to our Annual Report on Form 10-K/A.
    
    Distributions of benefits under the SBERA pension plan and Executive Supplemental
Retirement Agreement. For more information, see the section entitled Executive
Compensation  Pension Benefits beginning on page 11 of this Amendment No. 1 to our
Annual Report on Form 10-K/A.
    
    Life insurance proceeds in the event of death.
 17




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##### Table of Contents




    
    Payments under our long-term disability plan in the event of disability.
 DIRECTOR COMPENSATION
   Director Summary Compensation Table
  DIRECTOR COMPENSATION(1)
 Change inPensionValue andNonqualifiedNon-Equity
    
    DeferredFees Earned
    
    Stock
    
    Option
    
    Incentive Plan
    
    Compensation
    
    All Otheror Paid in
    
    Awards
    
    Awards
    
    Compensation
    
    Earnings
    
    Compensation
    
    TotalName
    
    Cash ($)(2)
    
    ($)
    
    ($)(3)(4)
    
    ($)
    
    ($)
    
    ($)
    
    ($)Mathias B. Bedell(5)
    
    $
    13,600
    
    
    
    0
    
    
    $
    2,590
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    $
    16,190Allan S. Bufferd
    
    $
    22,000
    
    
    
    0
    
    
    $
    2,590
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    $
    24,590Kathleen M. Camilli
    
    $
    9,000
    
    
    
    0
    
    
    $
    2,590
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    $
    11,590Stephen W. Carr
    
    $
    18,250
    
    
    
    0
    
    
    $
    2,710
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    $
    20,960Alexander S. Costello
    
    $
    9,100
    
    
    
    0
    
    
    $
    2,590
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    $
    11,690O. Bradley Latham
    
    $
    10,500
    
    
    
    0
    
    
    $
    2,590
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    $
    13,090Stephen E. Marshall
    
    $
    18,950
    
    
    
    0
    
    
    $
    2,590
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    $
    21,540Paul J. McCarthy
    
    $
    11,500
    
    
    
    0
    
    
    $
    953
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    $
    12,453Nalin M. Mistry
    
    $
    6,500
    
    
    
    0
    
    
    $
    953
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    $
    7,453Nancy L. Pettinelli
    
    $
    18,200
    
    
    
    0
    
    
    $
    2,590
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    $
    20,790William F. Rucci, Jr.
    
    $
    19,150
    
    
    
    0
    
    
    $
    2,590
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    $
    21,740
 
 (1)
    
    Mr. Brandi, our Chairman of the Board, President and Chief Executive
Officer, is not included in this table as he is an employee of the
Corporation and receives no compensation for his services as a
Director. The compensation received by Mr. Brandi as an employee of
the Corporation and the Bank is shown in the Summary Compensation
Table earlier in this Amendment No. 1 to our Annual Report on Form
10-K/A.(2)
    
    Mr. Bufferd and Ms. Pettinelli deferred all of their cash fees earned
during 2007. Mr. Marshall and Mr. Rucci deferred only a portion of
their cash fees earned in 2007. As a result, such Directors received
in lieu thereof deferred stock units 18




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##### Table of Contents



as follows: Mr. Bufferd, 753
units; Mr. Marshall, 109 units; Mr. Rucci, 91 units; and Ms.
Pettinelli, 535 units. As of December 31, 2007, Messrs. Bufferd,
Marshall, and Rucci and Ms. Pettinelli held the following number of
aggregate deferred stock units: Mr. Bufferd, 3,470 units; Mr.
Marshall, 1,497 units; Mr. Rucci, 238 units; and Ms. Pettinelli, 2,045
units.(3)
    
    Each of the Corporations non-employee Directors had the following
number of shares underlying unexercised options outstanding as of
December 31, 2007: Mr. Bedell, 9,750 shares; Mr. Bufferd, 8,875
shares; Ms. Camilli, 4,500 shares; Mr. Carr, 2,000 shares; Mr.
Costello, 8,875 shares; Mr. Latham, 2,000 shares; Mr. Marshall, 5,625
shares; Mr. McCarthy, 1,000 shares; Mr. Mistry, 1,000 shares; Ms.
Pettinelli, 7,750 shares; and Mr. Rucci, 2,000 shares.(4)
    
    Reflects the dollar amount recognized for financial statements
reporting purposes in accordance with SFAS No. 123R with respect to
stock option grants in 2007 and 2006. The assumptions used in the
calculation of these amounts are included in Note 16 to the
Corporations audited consolidated financial statements for the year
ended December 31, 2007 included in the Original Filing. The fair
value of all options granted on January 17, 2007 to all Directors
other than Mr. McCarthy and Mr. Mistry was $6.67 per share. The fair
value of the options granted to Mr. McCarthy and Mr. Mistry, which
were granted on April 17, 2007, was $6.73 per share. The fair value
of all options granted in 2006 for all Directors other than Mr. Carr
was $6.56 per share. The fair value of Mr. Carrs option, which was
granted on a different date, was $7.16 per share.(5)
    
    Mr. Bedell retired from the Board of Directors on April 17, 2007. 19




---



##### Table of Contents



Number of
    
    Number ofSecurities
    
    SecuritiesUnderlying
    
    Underlying
    
    OptionUnexercised
    
    Unexercised
    
    ExerciseOptions (#)
    
    Options (#)
    
    PriceName
    
    Grant Date
    
    (Exercisable)
    
    (Unexercisable)(1)
    
    ($)Mathias B. Bedell
    
    
    01/19/99
    
    
    
    1,500
    
    
    
    
    
    
    $
    25.0001/18/00
    
    
    
    1,500
    
    
    
    
    
    
    $
    19.0001/16/01
    
    
    
    1,125
    
    
    
    
    
    
    $
    20.6701/15/02
    
    
    
    1,125
    
    
    
    
    
    
    $
    27.6301/21/03
    
    
    
    750
    
    
    
    
    
    
    $
    28.4401/15/04
    
    
    
    750
    
    
    
    
    
    
    $
    42.9001/18/05
    
    
    
    1,000
    
    
    
    
    
    
    $
    37.1501/17/06
    
    
    
    200
    
    
    
    800
    
    
    $
    32.8001/16/07
    
    
    
    
    
    
    
    1,000
    
    
    $
    32.60Allan S. Bufferd
    
    
    01/20/98
    
    
    
    1,125
    
    
    
    
    
    
    $
    29.5001/19/99
    
    
    
    1,125
    
    
    
    
    
    
    $
    25.0001/18/00
    
    
    
    1,125
    
    
    
    
    
    
    $
    19.0001/16/01
    
    
    
    750
    
    
    
    
    
    
    $
    20.6701/15/02
    
    
    
    750
    
    
    
    
    
    
    $
    27.6301/21/03
    
    
    
    500
    
    
    
    
    
    
    $
    28.4401/15/04
    
    
    
    500
    
    
    
    
    
    
    $
    42.9001/18/05
    
    
    
    1,000
    
    
    
    
    
    
    $
    37.1501/17/06
    
    
    
    200
    
    
    
    800
    
    
    $
    32.8001/16/07
    
    
    
    
    
    
    
    1,000
    
    
    $
    32.60Kathleen M. Camilli
    
    
    04/22/03
    
    
    
    1,000
    
    
    
    
    
    
    $
    29.6001/15/04
    
    
    
    500
    
    
    
    
    
    
    $
    42.9001/18/05
    
    
    
    1,000
    
    
    
    
    
    
    $
    37.1501/17/06
    
    
    
    200
    
    
    
    800
    
    
    $
    32.8001/16/07
    
    
    
    
    
    
    
    1,000
    
    
    $
    32.60Stephen W. Carr
    
    
    07/18/06
    
    
    
    200
    
    
    
    800
    
    
    $
    32.5001/16/07
    
    
    
    
    
    
    
    1,000
    
    
    $
    32.60Alexander S. Costello
    
    
    01/20/98
    
    
    
    1,125
    
    
    
    
    
    
    $
    29.5001/19/99
    
    
    
    1,125
    
    
    
    
    
    
    $
    25.0001/18/00
    
    
    
    1,125
    
    
    
    
    
    
    $
    19.0001/16/01
    
    
    
    750
    
    
    
    
    
    
    $
    20.6701/15/02
    
    
    
    750
    
    
    
    
    
    
    $
    27.6301/21/03
    
    
    
    500
    
    
    
    
    
    
    $
    28.4401/15/04
    
    
    
    500
    
    
    
    
    
    
    $
    42.9001/18/05
    
    
    
    1,000
    
    
    
    
    
    
    $
    37.1501/17/06
    
    
    
    200
    
    
    
    800
    
    
    $
    32.8001/16/07
    
    
    
    
    
    
    
    1,000
    
    
    $
    32.60O. Bradley Latham
    
    
    01/17/06
    
    
    
    200
    
    
    
    800
    
    
    $
    32.8001/16/07
    
    
    
    
    
    
    
    1,000
    
    
    $
    32.60Stephen E. Marshall
    
    
    01/15/02
    
    
    
    1,125
    
    
    
    
    
    
    $
    27.6301/21/03
    
    
    
    750
    
    
    
    
    
    
    $
    28.4401/15/04
    
    
    
    750
    
    
    
    
    
    
    $
    42.9001/18/05
    
    
    
    1,000
    
    
    
    
    
    
    $
    37.1501/17/06
    
    
    
    200
    
    
    
    800
    
    
    $
    32.8001/16/07
    
    
    
    
    
    
    
    1,000
    
    
    $
    32.60Paul J. McCarthy
    
    
    04/17/07
    
    
    
    
    
    
    
    1,000
    
    
    $
    32.92
 20




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##### Table of Contents



Number of
    
    Number ofSecurities
    
    SecuritiesUnderlying
    
    Underlying
    
    OptionUnexercised
    
    Unexercised
    
    ExerciseOptions (#)
    
    Options (#)
    
    PriceName
    
    Grant Date
    
    (Exercisable)
    
    (Unexercisable)(1)
    
    ($)Nalin M. Mistry
    
    
    04/17/07
    
    
    
    
    
    
    
    1,000
    
    
    $
    32.92Nancy L. Pettinelli
    
    
    01/19/99
    
    
    
    1,125
    
    
    
    
    
    
    $
    25.0001/18/00
    
    
    
    1,125
    
    
    
    
    
    
    $
    19.0001/16/01
    
    
    
    750
    
    
    
    
    
    
    $
    20.6701/15/02
    
    
    
    750
    
    
    
    
    
    
    $
    27.6301/21/03
    
    
    
    500
    
    
    
    
    
    
    $
    28.4401/15/04
    
    
    
    500
    
    
    
    
    
    
    $
    42.9001/18/05
    
    
    
    1,000
    
    
    
    
    
    
    $
    37.1501/17/06
    
    
    
    200
    
    
    
    800
    
    
    $
    32.8001/16/07
    
    
    
    
    
    
    
    1,000
    
    
    $
    32.60William F. Rucci, Jr.
    
    
    01/17/06
    
    
    
    200
    
    
    
    800
    
    
    $
    32.8001/16/07
    
    
    
    
    
    
    
    1,000
    
    
    $
    32.60
 
 (1)
    
    All unexercisable options for the Directors vest over a five-year
period, with the first 20% vesting one year after the date of grant. 
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.
 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
  
    
    each person or entity known by the Corporation to beneficially own more than 5% of the
Corporations Common Stock;
    
    each of the Corporations Directors;
    
    each of the Corporations executive officers for which compensation information is required
to be disclosed in the Corporations proxy statement for its annual meeting; and
    
    all of the Corporations Directors and executive officers as a group.
  Percent ofCommon StockNumber of Shares of Common Stock
    
    BeneficiallyName and Address*
    
    Beneficially Owned(1)
    
    Owned(2)Private Capital Management, L.P.(3)
    
    
    388,278
    
    
    
    9.17
    %8889 Pelican Bay Blvd., Suite 500
Naples, FL 34108Jeffrey L. Gendell, et. al.(4)
    
    
    288,380
    
    
    
    6.81
    %55 Railroad Avenue
Greenwich, CT 06830Dimensional Fund Advisors LP(5)
    
    
    278,446
    
    
    
    6.58
    %1299 Ocean Avenue
Santa Monica, CA 90401
 21




---



##### Table of Contents



Percent ofCommon StockNumber of Shares of Common Stock
    
    BeneficiallyName and Address*
    
    Beneficially Owned(1)
    
    Owned(2)Lawrence B. Seidman, et. al(6)
    
    
    319,814
    
    
    
    7.56
    %100 Misty Lane
Parsippany, NJ 07054Eastern Bank Corporation(7)
    
    
    547,719
    
    
    
    12.94
    %265 Franklin Street
Boston, MA 02110Gerard H. Brandi
    
    
    268,104
    (8)(9)(10)
    
    
    6.31
    %Allan S. Bufferd
    
    
    11,075
    (11)
    
    
    *
    *Kathleen M. Camilli
    
    
    3,100
    
    
    
    *
    *Stephen W. Carr
    
    
    2,900
    
    
    
    *
    *Reginald E. Cormier
    
    
    72,534
    (9)
    
    
    1.71
    %Alexander S. Costello
    
    
    13,475
    
    
    
    *
    *O. Bradley Latham
    
    
    600
    
    
    
    *
    *Stephen E. Marshall
    
    
    5,572
    (12)
    
    
    *
    *Paul J. McCarthy
    
    
    200
    
    
    
    *
    *James L. Milinazzo
    
    
    1,738
    (9)
    
    
    *
    *Nalin M. Mistry
    
    
    200
    
    
    
    *
    *Nancy L. Pettinelli
    
    
    6,350
    
    
    
    *
    *William F. Rivers
    
    
    6,483
    (9)
    
    
    *
    *William F. Rucci, Jr.
    
    
    728
    
    
    
    *
    *Donna H. West
    
    
    59,702
    (9)(13)(14)
    
    
    1.40
    %All Directors and executive
officers as a group (17 persons)
    
    
    484,759
    (8)(9)(10)(11)(12)(13)(14)(15)(16)
    
    
    11.19
    %
 
 *
    
    The address for the Directors and executive officers is the Corporations address: MASBANK
Corp., 123 Haven Street, Reading, MA 01867.**
    
    Less than 1%.(1)
    
    Unless otherwise indicated, each person named has sole voting and sole investment power with
respect to all shares indicated. Includes the following number of shares that the above
listed Directors and executive officers, as applicable, have the right to acquire within 60
days after April 10, 2008 through the exercise of stock options granted pursuant to the
Corporations 2004 Stock Option and Incentive Plan and 1994 Stock Incentive Plan: Mr. Brandi,
16,550 shares; Mr. Bufferd, 6,350 shares; Ms. Camilli, 3,100 shares; Mr. Carr, 400 shares; Mr.
Cormier, 16,500 shares; Mr. Costello, 6,350 shares; Mr. Latham, 600 shares; Mr. Marshall,
4,225 shares; Mr. McCarthy, 200 shares; Mr. Milinazzo, 1,400 shares; Mr. Mistry, 200 shares;
Ms. Pettinelli, 6,350 shares; Mr. Rivers, 3,200 shares; Mr. Rucci, 600 shares; and Ms. West,
16,500 shares; and all Directors and executive officers as a group (17 persons)  99,925
shares. Does not include the following number of deferred stock units (held by participants
in the Corporations Deferred Compensation Plan) whose value per unit is derived from changes
in the market price per share of the Corporations Common Stock: Mr. Bufferd, 3,697 units; Mr.
Marshall, 1,528 units; Mr. Rucci, 240 units; and Ms. Pettinelli 2,283 units.(2)
    
    Our calculation of the percentage of shares beneficially owned by the stockholders in this
table is based upon the number of shares of the Corporations Common Stock outstanding as of
April 10, 2008 (4,233,079), plus for each listed beneficial owner, any shares of Common Stock
that the listed beneficial owner has the right to acquire within 60 days after April 10, 2008.
The number of shares beneficially owned by holders of 5% or more of the Corporations voting
securities is based on the applicable filings with the SEC.(3)
    
    Based on the share information set forth in Amendment No. 6 to Schedule 13G/A filed with the
SEC on February 14, 2008. Private Capital Management, L.P. (PCM) is an investment adviser
registered under Section 203 of the Investment Advisers Act of 1940 (the Advisers Act).
According to a filing made by PCM with the SEC on Schedule 13G/A dated February 14, 2008, PCM,
in its role as investment adviser, has sole voting power and sole dispositive power over
64,734 of the above shares and shared voting power and shared dispositive power over 323,544
of the above shares, which had been purchased for the accounts of investment advisory clients
of PCM. 22




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##### Table of Contents



(4)
    
    Based on share information set forth in Amendment No. 1 to Schedule 13G/A filed with the SEC
on February 9, 2007. Jeffrey L. Gendell filed the Schedule 13G/A on behalf of himself and the
following other reporting persons: Tontine Financial Partners, L.P., a private investment
limited partnership (TFP), and Tontine Management, L.L.C., the general partner of TFP
(TM). According to this filing, Mr. Gendell serves as the managing member of TM. In
addition, according to this filing, TFP, TM, and Mr. Gendell possess shared voting and
dispositive power over 288,380 of the above shares.(5)
    
    Based on the share information set forth in Amendment No. 9 to Schedule 13G/A filed with the
SEC on February 6, 2008. Dimensional Fund Advisors LP (formerly, Dimensional Fund Advisors
Inc.) (Dimensional), an investment adviser registered under Section 203 of the Advisers Act,
furnishes investment advice to four investment companies registered under the Investment
Company Act of 1940 and serves as investment manager to certain other commingled group trusts
and separate accounts (such investment companies, trusts and accounts, collectively, the
Funds). According to a filing made by Dimensional with the SEC on Schedule 13G/A dated
February 6, 2008, Dimensional, in its role as investment adviser and investment manager,
possesses sole voting power and sole dispositive power over 278,446 of the above shares, which
are owned by the Funds, and disclaims beneficial ownership of the shares owned by the Funds.(6)
    
    Based on share information set forth in Amendment No. 7 to Schedule 13D/A filed with the SEC
on March 24, 2008. The Schedule 13D/A was also filed by: (a) Seidman and Associates L.L.C.,
(b) Seidman Investment Partnership, L.P., whose principal and executive offices are located at
19 Veteri Place, Wayne, NJ 07470, (c) Seidman Investment Partnership II, L.P., whose principal
and executive offices are located at 19 Veteri Place, Wayne, NJ 07470, (d) Broad Park
Investors, L.L.C., whose principal and executive offices are located at 80 Main Street, West
Orange, NJ 07052, (e) LSBK06-08, L.L.C., whose principal and executive offices are located at
10 Hill Hollow Road, Watchung, NJ 07069, (f) Berggruen Holdings North America Ltd., whose
principal offices are located at 1114 Avenue of the Americas, Forty First Floor, New York, NY
10036, (g) Thomas C. Goggins, whose principal office is located at 99 Summer Street, Suite
1520, Boston, MA 02110, and (h) Welles C. Hatch, whose principal office is located at 5
Concord Farms, 555 Virginia Road, Concord, MA 01742.(7)
    
    Based on share information set forth in a Schedule 13D filed with the SEC on March 20, 2008.
Eastern filed the Schedule 13D pursuant to the voting agreements Eastern entered into with
each of the Corporations Directors and executive officers in connection with the Merger
Agreement. According to the filing, Eastern possesses shared voting power over all of the
above shares and expressly disclaims beneficial ownership of such shares. The figure includes
163,025 shares beneficially owned by the Directors and executive officers subject to the
voting agreements as unexercised options to purchase shares of Common Stock, which options, if
exercised, would also be subject to the terms and conditions of the voting agreements. For
more information on the voting agreements, please see Exhibit 99.1 to the Corporations
Current Report on Form 8-K filed with the SEC on March 12, 2008.(8)
    
    Gerard H. Brandi is the Chairman of the Board of Directors and President and Chief Executive
Officer of the Corporation. This information is as of April 10, 2008 and is based on a filing
made by Mr. Brandi with the SEC on Schedule 13G/A dated February 5, 2008 and our records.
Includes 1,381 shares held by Mr. Brandi as custodian for various nieces and nephews, and
19,229 shares owned by Mr. Brandis spouse, as to all of which shares Mr. Brandi disclaims
beneficial ownership. Also includes 163,739 shares owned jointly with Mr. Brandis spouse,
with respect to which shares Mr. and Mrs. Brandi share voting and investment power.(9)
    
    Includes shares allocated to the accounts of executive officers under the Banks Employee
Stock Ownership Plan. As of September 30, 2007, the number of such allocated shares included
in the above table is as follows: Mr. Brandi  31,175; Mr. Cormier  12,462; Mr. Milinazzo 
238; Mr. Rivers  283; Ms. West  14,721; and all executive officers as a group (seven
persons)  65,845.(10)
    
    In January 2008, Mr. Brandi pledged 46,670 shares as collateral for a loan.(11)
    
    Includes 600 shares owned jointly with Mr. Bufferds spouse, with respect to which shares Mr.
and Mrs. Bufferd share voting and investment power.(12)
    
    Includes 1,125 shares owned jointly with Mr. Marshalls spouse, with respect to which shares
Mr. and Mrs. Marshall share voting and investment power.(13)
    
    Includes 869 shares held by Ms. West as custodian for her minor grandchildren, as to which
shares Ms. West disclaims beneficial ownership.(14)
    
    7,000 shares of Ms. Wests shares were pledged as of January 10, 2008 as collateral for a loan.(15)
    
    Includes 99,925 shares that such persons have the right to acquire through the exercise of
options granted pursuant to the Corporations 2004 Stock Option and Incentive Plan and 1994
Stock Incentive Plan. 23




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##### Table of Contents



(16)
    
    6,500 of Mr. Queeneys shares, an executive officer, were pledged as of September 18, 2006 and
an additional 1,125 shares were pledged as of January 16, 2008 as collateral for a loan. Changes in Control
  EQUITY COMPENSATION PLAN INFORMATION
  Equity Compensation Plan InformationNumber of securitiesremaining availableforNumber of
    
    
    
    
    
    future issuance undersecurities to be
    
    Weighted-average
    
    equity compensationissued upon
    
    exercise price of
    
    plansexercise of
    
    outstanding options,
    
    (excluding securitiesoutstanding options,
    
    warrants and
    
    referenced in columnPlan category
    
    warrants and rights
    
    rights
    
    (a))(a)
    
    (b)
    
    (c)Equity compensation
plans approved by
security holders(1)
    
    
    267,768
    (2)
    
    $
    30.00
    (3)
    
    
    301,000
    (4)Equity compensation
plans not approved
by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    267,768
    (2)
    
    $
    30.00
    (3)
    
    
    301,000
    (4)
 
 (1)
    
    Consists of Corporations 2004 Stock Option and Incentive Plan and 1994 Stock Incentive Plan.(2)
    
    Includes 20,393 deferred stock units outstanding under the 1994 Stock Incentive Plan and the
2004 Stock Option and Incentive Plan. The Corporation has established a so called Rabbi
Trust for the benefit of Directors under a Director Deferred Compensation Plan. This plan
allows Directors to defer their cash Director fees and receive upon retirement that number
of shares of the Corporations Common Stock that they would have owned if they had not
deferred those fees and instead invested them in the Corporations Common Stock. The
trustee of the trust regularly purchases shares of the Corporations Common Stock in the
open market with fees deferred by the Directors.(3)
    
    Does not include information about the deferred stock units under the 1994 Stock Incentive
Plan and the 2004 Stock Option and Incentive Plan because these units do not have an
exercise price.(4)
    
    Consists of shares that were available for issuance as of December 31, 2007 under the 2004
Stock Option and Incentive Plan. 24




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##### Table of Contents



Item 13. Certain Relationships and Related Transactions, and Director Independence.
 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
    POLICIES AND PROCEDURES FOR RELATED PARTY TRANSACTIONS
  DIRECTOR INDEPENDENCE
  
 Item 14. Principal Accountant Fees and Services.
 INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
   Fees Paid to Independent Registered Public Accountants
 2007
    
    
    2006Audit Fees
    
    $
    206,000
    
    
    $
    206,000Audit-Related Fees (Fees related to the
audit of the Corporations Employee
Stock Ownership Plan)
    
    
    5,900
    
    
    
    5,700Tax Fees (Fees related to tax returns
preparation and estimates of quarterly
tax payments)
    
    
    29,600
    (1)
    
    
    25,400
    (1)All Other Fees
    
    
    0
    
    
    
    0Total
    
    $
    241,500
    
    
    $
    237,100
 25




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##### Table of Contents



(1)
    
    During fiscal 2007 and 2006, the aggregate fees and expenses billed
for professional services for tax returns preparations and estimates
of quarterly tax payments, which totaled $29,600 and $25,400,
respectively, were rendered by KPMG LLP.  
 PART IV
 
 Item 15. Exhibits and Financial Statement Schedules.
      Exhibit No.
    
    Description of Exhibit2.1
    
    
    Agreement and Plan of Merger, dated as of March 10, 2008, among Eastern Bank Corporation, Eastern
Bank, Minuteman Acquisition Corp., MASSBANK Corp. and MASSBANK  incorporated by reference to
Exhibit 4.1 to the Corporations current report on Form 8-K dated March 12, 2008.3.1
    
    
    Restated Certificate of Incorporation of MASSBANK Corp.  incorporated by reference to Exhibit 3.1
of the Corporations Form S-4 Registration Statement (Reg. No. 33-7916).3.2
    
    
    By-Laws of MASSBANK Corp.  incorporated by reference to Exhibit 3 of the Corporations Form 10-Q
for the period ended September 30, 1991.3.3
    
    
    Certificate of Amendment to the By-laws of MASSBANK Corp.  incorporated by reference to the
Exhibit 3.1 to the Corporations current report on Form 8-K dated October 17, 2007.3.4
    
    
    Certificate of Amendment to the By-laws, as amended, of MASSBANK Corp.  incorporated by reference
to Exhibit 3.1 to the Corporations current report on Form 8-K dated February 13, 2008.4.1
    
    
    Shareholder Rights Agreement dated as of January 18, 2000, between MASSBANK Corp. and The First
National Bank of Boston, as Rights Agent  incorporated herein by reference to the Exhibit to the
Corporations Report on Form 8-K dated as of January 20, 2000.4.2
    
    
    Amendment to Shareholder Rights Agreement, dated as of March 10, 2008, by and between MASSBANK
Corp. and American Stock Transfer and Trust Company  incorporated by reference to Exhibit 4.1 to
the Corporations current report on Form 8-K dated March 12, 2008.10.1*
    
    
    MASSBANK Corp. 1986 Stock Option Plan, as amended  incorporated by reference to Exhibit 28.1 to
the Corporations Form S-8 Registration Statement (Reg. No. 33-11949).10.1.1*
    
    
    Amendment to MASSBANK Corp. 1986 Stock Option Plan dated April 19, 1991  incorporated by
reference to Exhibit 10.1.2 to the Corporations annual report on Form 10-K for the period ended
December 31, 1992.10.1.2*
    
    
    MASSBANK Corp. 1994 Stock Incentive Plan  incorporated by reference to Exhibit 10.1 to the
Corporations Form S-8 Registration Statement (Reg. No. 33-82110).
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##### Table of Contents



Exhibit No.
    
    Description of Exhibit10.1.3*
    
    
    Amendment to MASSBANK Corp. 1994 Stock Incentive Plan dated April 21, 1998  incorporated by
reference to Exhibit 10.1.4 to the Corporations annual report on Form 10-K for the period ended
December 31, 1997.10.1.4*
    
    
    MASSBANK Corp. 2004 Stock Option and Incentive Plan  incorporated by reference to exhibit 10.1.5
to the Corporations Form S-8 Registration Statement (Ref. No. 33-118028).10.1.5*
    
    
    Form of Incentive Stock Option Agreement under the MASSBANK Corp. 2004 Stock Option and Incentive
Plan  incorporated by reference to Exhibit 10.1 to the Corporations current report on Form 8-K
dated January 14, 2005.10.1.6*
    
    
    Form of Non-Qualified Stock Option Agreement under the MASSBANK Corp. 2004 Stock Option and
Incentive Plan  incorporated by reference to Exhibit 10.2 to the Corporations current report on
Form 8-K dated January 14, 2005.10.1.7*
    
    
    Form of Incentive Stock Option Agreement under the MASSBANK Corp. 2004 Stock Option and Incentive
Plan  incorporated by reference to Exhibit 10.1 to the Corporations current report on Form 8-K
dated January 13, 2006.10.1.8
    
    
    Form of Non-Qualified Stock Option Agreement for MASSBANK Corp. employees under the MASSBANK Corp.
2004 Stock Option and Incentive Plan  incorporated by reference to Exhibit 10.2 to the
Corporations current report on Form 8-K dated January 13, 2006.10.1.9*
    
    
    Form of Non-Qualified Stock Option Agreement for MASSBANK Corp. directors under the MASSBANK Corp.
2004 Stock Option and Incentive Plan  incorporated by reference to Exhibit 10.3 to the
Corporations current report on Form 8-K dated January 13, 2006.10.2
    
    
    MASSBANK for Savings Employees Stock Ownership Plan and Trust Agreement  incorporated by
reference to Exhibit 10.2 of the Corporations Form S-4 Registration Statement (Reg. No. 33-7916).10.2.1
    
    
    Amendments to the MASSBANK for Savings Employees Stock Ownership Plan and Trust Agreement -
incorporated by reference to Exhibit 10.2.1 to the Corporations annual report on Form 10-K for
the period ended December 31, 1993.10.2.2
    
    
    Amendments to the MASSBANK for Savings Employees Stock Ownership Plan and Trust Agreement -
incorporated by reference to Exhibit 10.2.2 to the Corporations annual report on Form 10-K for
the period ended December 31, 1997.10.2.3
    
    
    Amended and Restated MASSBANK Employees Stock Ownership Plan and Trust Agreement  incorporated
by reference to Exhibit 10.2.3 to the Corporations annual report on Form 10K for the period ended
December 31, 2003.10.3.1*
    
    
    Amended and Restated Employment Agreement with Gerard H. Brandi dated as of October 28, 2002 -
incorporated by reference to Exhibit 10.3.16 to the Corporations quarterly report on Form 10-Q
for the period ended September 30, 2002.10.3.2*
    
    
    Amended and Restated Employment Agreement with Reginald E. Cormier dated as of October 28, 2002 -
incorporated by reference to Exhibit 10.3.18 to the Corporations quarterly report on Form 10-Q
for the period ended September 30, 2002.10.3.3*
    
    
    Amended and Restated Employment Agreement with Donna H. West dated as of October 28, 2002 -
incorporated by reference to Exhibit 10.3.20 to the Corporations quarterly report on Form 10-Q
for the period ended September 30, 2002.10.3.4*
    
    
    Form of Employment Agreement with Thomas J. Queeney dated as of October 28, 2002  incorporated by
reference to Exhibit 10.3.21 to the Corporations quarterly report on Form 10-Q for the period
ended September 30, 2002.
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##### Table of Contents



Exhibit No.
    
    Description of Exhibit10.3.5*
    
    
    Form of Employment Agreement with William F. Rivers dated as of March 23, 2005  incorporated by
reference to Exhibit 10.3.22 to the Corporations current report on Form 8-K dated March 24, 2005.10.3.6*
    
    
    Form of Employment Agreement with Joseph P. Orefice dated March 10, 2006  incorporated by
reference to Exhibit 10.3.24 to the Corporations current report on Form 8-K dated March 14, 2006.10.3.7*
    
    
    Amended and Restated Employment Agreement with James L. Milinazzo dated March 10, 2006 -
incorporated by reference to Exhibit 10.3.25 to the Corporations current report on Form 8-K dated
March 14, 2006.10.4*
    
    
    Form of Executive Supplemental Retirement Agreement, as amended, with Gerard H. Brandi -
incorporated by reference to Exhibit 10.4 of Corporations annual report on Form 10-K for the
period ended December 31, 1986.10.4.1*
    
    
    Amendments to the Executive Supplemental Retirement Agreement with Gerard H. Brandi are
incorporated by reference to Exhibit 10.4.1 of the Corporations annual report on Form 10-K for
the period ended December 31, 1996.10.5*
    
    
    Amended and Restated Deferred Compensation Plan for Directors of MASSBANK Corp. and MASSBANK dated
August 10, 2005  incorporated by reference to Exhibit 10.5.1 to the Corporations current report
on Form 8-K dated August 11, 2005.10.6*
    
    
    Deferred Compensation Program for Bank employees dated November 14, 1994  incorporated by
reference to Exhibit 10.6 of the Corporations annual report on Form 10-K for the period ended
December 31, 2001.10.6.1*
    
    
    Amended and Restated Terms and Conditions of Deferred Compensation Program for employees of
MASSBANK dated August 10, 2005  incorporated by reference to exhibit 10.6.1 to the Corporations
current report on Form 8-K dated August 11, 2005.10.7*
    
    
    MASSBANK Officer Incentive
Compensation Bonus Plan.11
    
    
    The computation of per share earnings can be readily determined from the material contained in the
Original Filing.12
    
    
    Statement re: Computation of Ratios  Not applicable as MASSBANK Corp. does not have any debt
securities registered under Section 12 of the Exchange Act.13
    
    
    2007 Annual Report to Stockholders  incorporated by reference to Exhibit 13 of the Original
Filing  except for those portions of the 2007 Annual Report to Stockholders which are expressly
incorporated by reference in this report, such 2007 Annual Report to Stockholders is furnished for
the information of the SEC and is not to be deemed filed with the SEC.21
    
    
    Subsidiaries of the Registrant  incorporated by reference to Exhibit 21 of the Original Filing.23
    
    
    Consent of Independent Registered Public Accounting Firm -Parent, McLaughlin & Nangle -
incorporated by reference to Exhibit 23 of the Original Filing.31.1
    
    
    Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Executive Officer.31.2
    
    
    Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Financial Officer.32.1
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 by Chief Executive Officer  incorporated by reference to Exhibit 32.1
of the Original Filing.32.2
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 by Chief Financial Officer  incorporated by reference to Exhibit 32.2
of the Original Filing.
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##### Table of Contents



Exhibit No.
    
    Description of Exhibit99.1
    
    
    Form of Voting Agreement, dated as of March 10, 2008, between Eastern Bank Corporation and certain
holder of the Corporations common stock,  incorporated by reference to Exhibit 99.1 to the
Corporations current report on Form 8-K dated March 12, 2008
 
 *
    
    A management contract and compensatory plan or arrangement required to be filed as an exhibit
pursuant to Item 15(b) of Form 10-K.(b)
    
    Exhibits to this Form 10-K/A are attached or incorporated by reference as stated in the Index
to Exhibits.(c)
    
    Financial Statement Schedules  None. 29




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##### Table of Contents



SIGNATURES
  MASSBANK CORP.By:
    
    /s/Gerard H. BrandiGerard H. BrandiChairman, President and Chief Executive OfficerApril 29, 2008
  /s/Gerard H. Brandi

Gerard H. Brandi
    
    Chairman, President,
Chief Executive Officer and Director
(Principal Executive Officer)
    
    April 29, 2008/s/Reginald E. Cormier

Reginald E. Cormier
    
    Senior Vice President, Treasurer
and Chief Financial Officer
(Principal Financial and
Accounting Officer)
    
    April 29, 2008/s/Allan S. Bufferd

Allan S. Bufferd
    
    Director
    
    April 29, 2008/s/Kathleen M. Camilli

Kathleen M. Camilli
    
    Director
    
    April 23, 2008/s/Stephen W. Carr

Stephen W. Carr
    
    Director
    
    April 29, 2008/s/Alexander S. Costello

Alexander S. Costello
    
    Director
    
    April 29, 2008/s/O. Bradley Latham

O. Bradley Latham
    
    Director
    
    April 29, 2008/s/Stephen E. Marshall

Stephen E. Marshall
    
    Director
    
    April 29, 2008/s/Paul J. McCarthy

Paul J. McCarthy
    
    Director
    
    April 29, 2008/s/Nalin M. Mistry

Nalin M. Mistry
    
    Director
    
    April 23, 2008/s/Nancy L. Pettinelli

Nancy L. Pettinelli
    
    Director
    
    April 29, 2008/s/William F. Rucci, Jr.

William F. Rucci, Jr.
    
    Director
    
    April 23, 2008
 30