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Exhibit 4.1




AMENDMENT

TO

SHAREHOLDER RIGHTS AGREEMENT




     This Amendment to Shareholders Rights Agreement (the “Agreement”) is entered into as of March
10, 2008, by and between Massbank Corp. a Delaware corporation (the “Company”), and American Stock
Transfer and Trust Company, a New York banking corporation (“AST”).



WITNESSETH:




     WHEREAS, the Company is party to that certain Shareholder Rights Agreement (the “Rights
Agreement”) with AST (as successor to BankBoston, N.A., and Computershare), as rights agent. All
capitalized terms used herein and not otherwise defined shall having the meaning ascribed to them
in the Rights Agreement;



     WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company may prior to a Section
11(a)(ii) Event supplement or amend the Rights Agreement without the approval of any holders of
certificates representing shares of common stock of the Company; and



     WHEREAS, the Company now desires to amend the Rights Agreement as set forth in this Amendment,
and pursuant to Section 27 of the Rights Agreement, the Company hereby directs that the Rights
Agreement should be amended as set forth in this Amendment.



     NOW THEREFORE, in consideration of the premises and the mutual agreements herein set forth,
the parties hereby agree as follows:



     1. Amendments to Section 1.



          (a) Section 1 of the Rights Agreement is hereby amended by adding the following definitions:





     (kk) “Merger” shall have the meaning set forth in the Merger Agreement.




     (ll) “Merger Agreement” shall mean the Agreement and Plan of Merger, dated
as of March 10, 2008, by and among the Buyer, Buyer Bank, Merger Sub, the
Company and Company Bank, as may be amended from time to time.




     (mm) “Voting Agreement” shall mean the Voting Agreement, dated as of March
10, 2008 by and between certain holders of one or more shares of Company common
stock and Buyer.




     (nn) “Buyer” shall mean Eastern Bank Corporation, a Massachusetts chartered
mutual bank holding company.




     (oo) “Buyer Bank” shall mean Eastern Bank, a Massachusetts-chartered
savings bank and wholly owned subsidiary of Buyer.



 









 






     (pp) “Merger Sub” shall mean, Minuteman Acquisition Corp. a Delaware
Corporation and wholly owned subsidiary of Buyer.




     (qq) “Company Bank” shall mean Massbank, a Massachusetts-chartered savings
bank and wholly owned subsidiary of the Company.



          (b) The definition of “Acquiring Person” in Section 1(a) of the Rights Agreement is hereby
amended by inserting the following sentence at the end thereof:





“Notwithstanding the foregoing or any other provision of this Agreement to
the contrary, none of (i) the execution and delivery of the Merger
Agreement, (ii) the execution and delivery of the Voting Agreements, (iii)
the consummation of the Merger and (iv) the consummation of the other
transactions contemplated in the Merger Agreement shall be deemed to
result in Buyer, Buyer Bank or Merger Sub becoming an Acquiring Person.”



          (c) The definition of “Stock Acquisition Date” in Section 1(gg) of the Rights Agreement is
hereby amended by inserting the following sentence at the end thereof:





“Notwithstanding the foregoing or any other provision of this Agreement to
the contrary, none of (i) the execution and delivery of the Merger
Agreement, (ii) the execution and delivery of the Voting Agreements, (iii)
the consummation of the Merger and (iv) the consummation of the other
transactions contemplated in the Merger Agreement shall be deemed to
result in a Stock Acquisition Date.”



          2. Amendment to Section 3(a). Section 3(a) of the Rights Agreement is hereby amended
to add the following sentence at the end thereof:





“Notwithstanding anything in this Agreement to the contrary, none of (i)
the execution and delivery of the Merger Agreement, (ii) the execution and
delivery of the Voting Agreement; (iii) the consummation of the Merger and
(iv) the consummation of the other transactions contemplated in the Merger
Agreement shall be deemed to result in a Distribution Date.”



          3. Amendment to Section 7(a). The first sentence of Section 7(a) of the Rights
Agreement is hereby amended to read as follows:





“(a) Subject to Section 7(e) hereof, the registered holder of any Right
Certificate may exercise the Rights evidenced thereby (except as otherwise
provided herein) in whole or in part at any time after the



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Distribution
Date upon surrender of the Right Certificate, with the form of election to
purchase on the reverse side thereof duly executed, to the Rights Agent at
the office or offices of the Rights Agent designated for such purpose,
together with payment of the aggregate Exercise Price for the total number
of one one-thousandths of a share of Preferred Stock (or other securities,
cash or other assets, as the case may be) as to which such surrendered
Rights are then exercised, at or prior to the earlier of (i) the Close of
Business on the tenth anniversary of the Record Date (the “Final
Expiration Date”), (ii) the time at which the Rights are redeemed as
provided in Section 23 hereof, (iii) the time at which such Rights are
exchanged as provided in Section 24 hereof and (iv) the Effective Time (as
defined in the Merger Agreement) (the earlier of (i), (ii), (iii) or (iv)
being herein referred to as the “Expiration Date”).”



          4. Amendment to Section 11. Section 11(a)(ii) of the Rights Agreement is hereby
amended by adding the following sentence at the end thereof:





“Notwithstanding anything in this Agreement to the contrary, (i) the
execution and delivery of the Merger Agreement, (ii) the execution and
delivery of the Voting Agreement; (iii) the consummation of the Merger
and (iv) the consummation of the other transactions contemplated in the
Merger Agreement shall not be deemed to be a Section 11(a)(ii) Event and
shall not cause the Rights to be adjusted or exercisable in accordance
with, or any other action to be taken or obligation to arise pursuant to,
this Section 11(a)(ii).”



          5. Amendment to Section 13. Section 13 of the Rights Agreement is hereby amended by
adding the following sentence at the end thereof:





“Notwithstanding anything in this Agreement to the contrary, (i) the
execution and delivery of the Merger Agreement, (ii) the execution and
delivery of the Voting Agreement, (iii) the consummation of the Merger and
(iv) the consummation of the other transactions contemplated in the Merger
Agreement shall not be deemed to be a Section 13 Event and shall not cause
the Rights to be adjusted or exercisable in accordance with, or any other
action to be taken or obligation to arise pursuant to, this Section 13.”



          6. Effectiveness. This Amendment shall be deemed effective as of the date first above
written, as if executed on such date. Except as expressly set forth herein, this Amendment shall
not by implication or otherwise alter, modify, amend or in any way affect any of the terms,
conditions, obligations, covenants or agreements contained in the Rights Agreement, all of which
are ratified and affirmed in all respects and shall continue in full force and effect and shall be
otherwise unaffected.





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          7. Governing Law. This Amendment shall be deemed to be a contract made under the laws of
the State of Delaware and for all purposes shall be governed by and construed in accordance with
the laws of such state applicable to contracts to be made and performed entirely within such state.




          8. Counterparts. This Amendment may be executed in any number of counterparts, each of
which shall for all purposes be deemed an original, and all of which together shall constitute but
one and the same instrument.




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     IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as of the day
and year first above written.



	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	MASSBANK CORP.	 	 
	 
	 	 	 	 	 	 
	Attest:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	/s/ Reginald E. Cormier

	 	By:
	 	/s/ Gerard H. Brandi	 	 
	 

	 	 	 	 	 	 
	Name: Reginald E. Cormier	 	Name: Gerard H. Brandi	 	 
	Title: Senior Vice President,	 	Title: President and Chief Executive Officer	 	 
	Treasurer and CFO
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	AMERICAN STOCK TRANSFER
& TRUST COMPANY	 	 
	 
	 	 	 	 	 	 
	Attest:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	/s/ Susan Silber
 


	 	By:
	 	/s/ Herbert J. Lemmer
 

	 	 
	Name: Susan Silber	 	Name: Herbert J. Lemmer	 	 
	Title: Assistant Secretary	 	Title: Vice President	 	 







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