S-3

As filed with the Securities and Exchange Commission on June 17, 2008

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

EASTERN INSURANCE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania	20-2653793
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

(Address, including zip code, and telephone number, including

area code, of registrant’s principal executive offices)

Bruce M. Eckert, Chief Executive Officer

Eastern Insurance Holdings, Inc.

25 Race Avenue

Lancaster, Pennsylvania 17603-3179

(717) 239-1640

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

With copies to:

Jeffrey P. Waldron

Stevens & Lee, P.C.

620 Freedom Business Center, Suite 200

P.O. Box 62330

King of Prussia, PA 19406

(610) 205-6028

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.        ¨

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.        x

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering.        ¨

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.        ¨

If delivery of the prospectus is expected to be made pursuant to Rule 434 under the Securities Act of 1933, please check the following box.        ¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Unit1	Proposed Maximum Aggregate Offering Price1	Amount of Registration Fee1
Common Stock, no par value	125,000	$16.11	$2,013,750	$79.14

¹ The fee was calculated pursuant 457(c) since the prices of the securities being offered are based on fluctuating market prices.

PROSPECTUS

EASTERN INSURANCE HOLDINGS, INC.

2008 AGENCY STOCK PURCHASE PLAN

125,000 shares of Common Stock, no par value

We are offering 125,000 shares of our common stock with no par value to eligible insurance agencies under our 2008 Agency Stock Purchase Plan (the “Plan”). Our common stock is listed for trading on the NASDAQ Global Market (“NASDAQ”) under the symbol “EIHI.” On June 16, 2008, the last reported sale price of our common stock on the NASDAQ was $16.02 per share.

We will offer shares of our common stock under the Plan directly to eligible agencies through our officers and will not use a broker or a dealer. In addition, we will not pay commissions, discounts or any other payments to any person for services in connection with the offer or sale of shares of our common stock under the Plan. We will pay all costs of administering the Plan. Participants will not incur brokerage commissions or service charges for the purchase of shares under the Plan. We will retain all proceeds from the sale of shares of our common stock under the Plan.

Our principal executive offices are located at 25 Race Avenue, Lancaster, Pennsylvania 17603-3179; telephone 1 (888) 654-7100. You should retain this prospectus for future reference.

SEE “RISK FACTORS” BEGINNING ON PAGE 2 FOR A DISCUSSION OF CERTAIN FACTORS THAT YOU SHOULD CONSIDER BEFORE YOU INVEST IN OUR COMMON STOCK.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus is June 17, 2008.

TABLE OF CONTENTS

	Page
PROSPECTUS SUMMARY	1
RISK FACTORS	2
CAUTIONARY NOTICE REGARDING FORWARD LOOKING STATEMENTS	2
DESCRIPTION OF THE 2008 AGENCY STOCK PURCHASE PLAN	3
Purpose of Plan	3
Advantages and Disadvantages	3
Administration	4
Participation and Enrollment	4
Costs and Expenses	5
Purchases	5
Dividends	6
Withdrawal from the Plan	6
Other Information	7
PLAN OF DISTRIBUTION	7
USE OF PROCEEDS	7
EXPERTS	7
LEGAL OPINION	8
AVAILABLE INFORMATION	8
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE	8

PROSPECTUS SUMMARY

Unless the context indicates otherwise, all references in this prospectus to “we,” “us,” “our” or the “Company” include Eastern Insurance Holdings, Inc. (“EIHI”) and its direct and indirect wholly owned insurance subsidiaries, Eastern Holding Company, Ltd. (“EHC”), Eastern Alliance Insurance Company (“Eastern Alliance”), Allied Eastern Indemnity Company (“Allied Eastern”), Eastern Advantage Assurance Company (“Eastern Advantage”), Eastern Re, Ltd., S.P.C. (“Eastern Re”), Eastern Life and Health Insurance Company (“ELH”), Employers Alliance, Inc. (“Employers Alliance”), Global Alliance Holdings, Ltd. (“Global Alliance”), and Eastern Services Corporation (“Eastern Services”).

We are an insurance holding company that offers workers’ compensation and group benefits insurance and reinsurance products through our direct and indirect wholly owned subsidiaries. The following is a brief description of EIHI’s direct and indirect wholly owned subsidiaries:

• EHC is a holding company domiciled in the Commonwealth of Pennsylvania;

• Eastern Alliance, Allied Eastern and Eastern Advantage are stock property/casualty insurance companies domiciled in the Commonwealth of Pennsylvania and do business as Eastern Alliance Insurance Group (“EAIG”). The three insurance companies provide EAIG with increased underwriting flexibility through the use of a tiered rating structure. Eastern Advantage was formed in 2007 and had no operations for the year ended December 31, 2007;

• Eastern Re is a segregated portfolio cell company domiciled in the Cayman Islands;

• ELH is a stock life and accident and health insurance company domiciled in the Commonwealth of Pennsylvania;

• Employers Alliance is a Pennsylvania corporation offering claims administration and risk management services to self-insured property/casualty customers;

• Global Alliance is a holding company in the Commonwealth of Pennsylvania; and

• Eastern Services is a Pennsylvania corporation that provides management services to EAIG, ELH, and Employers Alliance.

We are authorized to issue 20,000,000 shares of common stock and 5,000,000 shares of preferred stock. We are offering to eligible independent insurance agencies of our subsidiary insurance companies, an opportunity to acquire a proprietary interest in us through the Plan. We adopted the Plan to foster our interests and the interests of the agencies that are eligible to participate in the Plan in achieving long-term profitable growth for us.

We have reserved 125,000 shares of common stock for sale to eligible agencies under the Plan for the five-year period ending June 30, 2013. The purchase price for shares of our common stock purchased under the Plan will be 90% of the average closing prices of the common stock on the NASDAQ during the applicable subscription period.

We will offer shares under the Plan directly to eligible agencies and will not use a broker or a dealer. In addition, we will not pay commissions, discounts or any other payments to any person for services in connection with the sale of shares of our common stock under the Plan. We will pay all costs of administering the Plan. Participants will not incur brokerage commissions or service charges for the purchase of shares under the Plan.

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RISK FACTORS

Investment in our common stock involves a high degree of risk. You should carefully consider the risks described in the section entitled “Risk Factors” in any prospectus supplement as well as in the section entitled “Risk Factors” contained in our most recent annual report on Form 10-K filed with the SEC and which are incorporated in this registration statement by reference in their entirety, as well as other information in this prospectus, any accompanying prospectus supplement, and any other documents or reports incorporated by reference before purchasing any of our securities. Each of the risks described in these sections and documents could materially and adversely affect our business, financial condition, results of operations and prospects, and could result in a loss of your investment.

CAUTIONARY NOTICE REGARDING FORWARD LOOKING STATEMENTS

This document contains forward-looking statements, which can be identified by the use of such words as “estimate,” “project,” “believe,” “intend,” “anticipate,” “plan,” “seek,” “expect” and similar expressions. These forward-looking statements include:

• statements of goals, intentions and expectations;

• statements regarding prospects and business strategy; and

• estimates of future costs, benefits and results.

These forward-looking statements are subject to significant risks, assumptions and uncertainties, including, among other things, the factors incorporated under the heading “Risk Factors” of this document that could affect the actual outcome of future events.

All of these factors are difficult to predict and many are beyond our control. These important factors include those incorporated under the heading “Risk Factors” of this document and those listed below:

• the ability to carry out our business plans;

• future economic conditions in the regional and national markets in which we compete that are less favorable than expected;

• the effect of legislative, judicial, economic, demographic and regulatory events in the states in which we do business;

• the ability to obtain licenses and enter new markets successfully and capitalize on growth opportunities either through mergers or the expansion of our producer network;

• financial market conditions, including, but not limited to, changes in interest rates and the credit and equity markets causing a reduction of investment income or investment gains, an acceleration of the amortization of deferred policy acquisition costs, reduction in the value of our investment portfolio or a reduction in the demand for our products;

• the impact of acts of terrorism and acts of war;

• the effects of terrorist related insurance legislation and laws;

• changes in general economic conditions, including inflation, unemployment, interest rates and other factors;

• the cost, availability and collectibility of reinsurance;

• estimates and adequacy of loss reserves and trends in losses and LAE;

• heightened competition, including specifically the intensification of price competition, increased underwriting capacity and the entry of new competitors and the development of new products by new and existing competitors;

• the effects of mergers, acquisitions and dispositions;

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• changes in the coverage terms selected by insurance customers, including higher deductibles and lower limits;

• changes in the underwriting criteria that we use resulting from competitive pressures;

• our inability to obtain regulatory approval of, or to implement, premium rate increases;

• the potential impact on our reported earnings that could result from the adoption of future accounting standards issued by the Financial Accounting Standards Board or other standard-setting bodies;

• our inability to carry out marketing and sales plans, including, among others, development of new products or changes to existing products and acceptance of the new or revised products in the market;

• unanticipated changes in industry trends and ratings assigned by nationally recognized rating organizations;

• adverse litigation or arbitration results; and

• adverse changes in applicable laws, regulations or rules governing insurance holding companies and insurance companies, and tax or accounting matters including limitations on premium levels, increases in minimum capital and reserves, and other financial viability requirements, and changes that affect the cost of, or demand for our products.

Because forward-looking information is subject to various risks and uncertainties, actual results may differ materially from that expressed or implied by the forward-looking information. Therefore, we caution you not to place undue reliance on this forward-looking information.

All subsequent written and oral forward-looking information attributable to the Company or any person acting on our behalf is expressly qualified in its entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to publicly release any revisions that may be made to any forward-looking statements.

Because of these and other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements. The Company has no obligation to update or revise any forward-looking statements to reflect any changed assumptions, any unanticipated events or any changes in the future.

DESCRIPTION OF THE 2008 AGENCY STOCK PURCHASE PLAN

We describe the provisions of the Plan below, in question and answer form. The Plan was adopted by our board of directors on February 14, 2008 and was approved by our shareholders at our annual meeting on May 13, 2008.

Purpose of the Plan

1. What is the purpose of the Plan?

The Plan is intended to provide selected insurance agencies of the Company with an opportunity to acquire common stock of the Company at a discount from fair market value. The Plan is designed to foster the common interests of the Company and agencies in achieving long-term profitable growth for the Company. For this purpose, the Company has reserved 125,000 shares of common stock exclusively for purchase and issuance under this Plan.

Advantages and Disadvantages

2. What are the advantages of the Plan?

Participation in the Plan presents the following advantages:

• Participants may purchase common stock at a 10% discount from the market price

• Participants will not pay any brokerage commissions or service charges in connection with their purchases;

• There are no minimum purchase requirements to participate in the Plan; and

• Participants avoid the safekeeping of stock certificates for shares of common stock credited to their accounts.

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3. What are the disadvantages of the Plan?

Participation in the Plan presents the following disadvantages:

• The Company may amend, suspend or terminate the Plan without advance notice or reason;

• Participants may not purchase more than 1,000 shares of common stock in any one calendar year and may not purchase more than 500 shares in any one calendar quarter;

• No interest will be paid to participants on amounts contributed by a participant and not used to buy shares during the Subscription Period;

• Participants may only enroll four times per calendar year (these Enrollment Periods extend from the 15th day to the 31st day of each March and December, and the 15th to the 30th day of each June and September);

• Dividends that are reinvested under the Plan to purchase additional shares of common stock are purchased at the current market price and are not eligible for the 10% discount, and

• The Company has a right of first refusal to repurchase the common stock that is purchased pursuant to this Plan, so a participant must notify the Company of its intention to withdraw from the Plan, in whole or in part, and the Company has 14 days to notify the participant in writing whether it will exercise its right of first refusal.

Administration

4. Who administers the Plan for participants?

The Company’s finance committee (the “Committee”) administers the Plan and is appointed from time to time by our board of directors. The Committee is responsible for maintaining participant accounts, which includes, but is not limited to, allocating contributions, effecting distributions in cash or common stock, and issuing appropriate notices and forms. The Committee may also contract with a third party vendor to administer the Plan on its behalf. The Committee may adopt rules and regulations for administering the Plan. However, the Committee may not amend, suspend or terminate the Plan, or otherwise engage in any material transaction without prior approval of the Company. The Company’s interpretations or constructions of the provisions of the Plan are final and conclusive until such time as the Company amends the Plan or indicates otherwise.

We do not compensate members of the committee for administering the Plan. The Company reserves the right to appoint additional or different Committee members at any time.

5. Where can I obtain additional information about the Plan and its administrators?

You can obtain additional information about the Plan and its administrators by contacting Mark Francis Juba, Esq., Corporate Compliance Officer, at Eastern Insurance Holdings, Inc., 25 Race Avenue, Lancaster, PA 17603-3179.

6. What is the term of the Plan?

The Plan will be in effect until the earlier of June 30, 2013, the date all shares of common stock reserved for the Plan have been subscribed to, or the Company otherwise terminates the Plan. The Company has the right to terminate the Plan at any time without advance notice. Upon termination, participants will receive a termination notice, indicating that the Company has the right of first refusal with respect to the shares of common stock and whether the Company plans to purchase the shares, and if so, how many shares. In the event the Company elects to purchase some, but not all of the common stock held in participants’ accounts, it must purchase a pro rata portion of the common stock held in each participant’s account.

Participation and Enrollment

7. What agencies are eligible to participate?

Only eligible agencies may participate in the Plan. An eligible agency is an insurance agency that:

• Is under contract with any of EIHI’s insurance company subsidiaries to promote and sell the EIHI subsidiary’s insurance products; and

• Is, as of June 30, 2008, in good standing and has at least $500,000 in premiums, either in direct written premiums or adjusted present value of premiums.

We may also, in our discretion, base eligibility upon any single factor, or multiple factors, which we deem to be an indication that an agency contributes value to the Company. Such factors may include, but are not limited to, written premium volume, length of a relationship with the Company, and potential growth of written premium volume. We may make an eligibility determination at any

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time. Upon the Company’s granting eligible status to an agency, the Committee shall notify the agency of its eligible status. The notification shall include the rules and procedures, or a summary thereof, related to eligibility, enrollment, subscription, and contributions.

8. Can an eligible agency become ineligible to participate?

We may, in our sole discretion, revoke an agency’s status as an eligible agency at any time. Such revocation may be based on any number of factors, including, but not limited to: (i) a decrease in written premiums procured by an eligible agency; (ii) an eligible agency’s entering into a contract to procure written premiums for a competing insurer or underwriter; or (iii) a continuous declination to purchase our common stock.

Any agency’s eligibility will be automatically revoked upon the occurrence of the following:

• The eligible agency completely withdraws from the Plan;

• If at any time while eligible, the agency commits an act which is found by a court of law to constitute a felony; or

• The eligible agency fails to enroll in the Plan within the first eight enrollment periods following the date such agency is granted eligibility.

9. How may an eligible agency enroll in the Plan?

An eligible agency will receive an “Enrollment Form” with its “Eligibility Notice,” which it may use to enroll in the Plan during the next Enrollment Period. The Company will send an Enrollment Form to each non-enrolled Eligible Agency before each Enrollment Period. To enroll, an eligible agency must return the completed Enrollment Form to the Company prior to the end of the Enrollment Period. After enrolling, an eligible agency becomes a participant in the Plan.

10. When may an eligible agency enroll in the Plan?

Enrollment Periods are held quarterly and extend from the 15th until the last day of each March, June, September and December.

Costs and Expenses

11. Are there any expenses to participants in connection with purchases under the Plan?

No. Participants are not obligated to pay any brokerage commissions or other administrative charges with respect to the purchase of common stock under the Plan.

Purchases

12. How many shares are available to be purchased under the Plan?

We reserved 125,000 shares of our common stock for sale under the Plan. The Company may not issue additional shares under the Plan without shareholder approval.

13. What is the price of shares of common stock purchased under the Plan?

The price for each share of common stock purchased under the Plan is 90% of the average of the closing prices of our common stock on the NASDAQ during the applicable Subscription Period. Subscription Periods are held quarterly and extend from the 1st to the 15th day of each January, April, July and October.

14. Are there limitations on the amount of contributions or purchases that can be made?

Yes. You may not purchase more than 1,000 shares of our common stock in any calendar year. Additionally, You may not purchase more than 500 shares of our common stock in any calendar quarter.

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15. How are purchases made under the Plan?

You must indicate on the Subscription Form the amount that is to be contributed to your account. If you elect to subscribe to purchase shares of common stock during the first week of the Subscription Period, you must remit the subscription amount in a lump sum cash contribution to the Company. At the end of the Subscription Period, the Company will purchase as many whole shares of the common stock as possible with the cash balance in your account, subject to a limit of 500 shares per calendar quarter and 1,000 shares per calendar year.

Any excess contributions which were not used to purchase shares of common stock during a Subscription Period shall be allocated to and maintained in your account until the next Subscription Period. You must elect on each subsequent Subscription Form whether any such carried-forward amounts are to be used to purchase shares of common stock or if such amounts are to be returned to you. If you fail to make such an election, the carried-forward excess contributions shall be returned to you as soon as is administratively feasible.

16. Are stock certificates issued for shares of common stock purchased?

No. Shares of common stock purchased are held in your account with us under the Plan. Stock certificates are not issued until you decide to withdraw, in whole or part, shares from your account. However, no certificates will be issued if the Company exercises its right of first refusal and purchases the shares directly from your account.

17. In whose name are accounts maintained and certificates registered when issued?

Accounts in the Plan will be maintained in the name of the eligible agency. Consequently, certificates when issued for full shares will be registered in the same name.

Dividends

18. Are participants entitled to receive dividends when paid to other holders of the common stock?

Yes. Participants are entitled to receive dividends when paid on the common stock. These amounts do not automatically reinvest in the Plan and will be returned to participants as soon as it is administratively feasible to do so. Any additional common stock purchased with these dividends is not eligible to receive the discounted share price offered under the Plan and therefore is not subject to the Plan’s calendar quarter and calendar year purchase limits.

Withdrawal from the Plan

19. How and when may a participant withdraw from the Plan?

You may submit a Withdrawal Notice to us at any time which indicates (i) whether you are engaging in a complete or partial withdrawal, and (ii) the number or percentage of shares you are withdrawing. You may withdraw all or a portion of the shares in your participant account, subject to our right of first refusal to repurchase the shares being withdrawn.

We must notify you within 14 days of receiving your Withdrawal Notice whether we are exercising our right of first refusal with respect to the shares being withdrawn. We may purchase all or a portion of the shares in question, with such shares valued at the greater of (i) the NASDAQ closing price per share on the day the Withdrawal Notice is postmarked, or (ii) the NASDAQ closing price per share on the date the notice notifying you that we are exercising our right of first refusal is postmarked.

If we purchase any of the shares you are withdrawing, we will remit a check to you for those shares within 14 days following the end of the calendar quarter in which the withdrawal occurs. If we do not elect to purchase all of the shares you are withdrawing, we will issue a stock certificate to you for the shares we do not purchase within 14 days following the end of the calendar quarter in which the withdrawal occurs.

If you indicate on the Withdrawal Notice that you are engaging in a partial withdrawal, any shares not being withdrawn and any contributions in your account that have not been used to purchase stock will remain in your account. If you indicate on the Withdrawal Notice that you are engaging in a complete withdrawal, your participation in the Plan ceases, you automatically lose your

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eligible agency status, and contributions in your account that have not been used to purchase shares of common stock will be returned to you, without interest, within 14 days following the end of the calendar quarter in which the withdrawal occurs.

Other Information

21. What happens if we declare a stock split or stock dividend or change or exchange our common stock for shares of stock or other securities of our own or another corporation?

Our Committee will make appropriate adjustments in the total number and kind of our shares that are reserved for sale under the plan if our outstanding shares of common stock are increased or decreased or changed into or exchanged for a different number or kind of our shares or other securities or stock or securities of another corporation, by reason of reorganization, merger, consolidation, recapitalization, reclassification, stock split-up, stock dividend (either in shares of our common stock or of another class of our stock), spin-off or combination of shares.

22. What are the federal income tax consequences of participation in the Plan?

The Plan is not an employee stock purchase plan under Section 423 of the Internal Revenue Code of 1986, as amended. Therefore, the discount on the stock purchased by participants is taxable to the participant at the time stock is purchased and the participant will be treated as having received ordinary income in an amount equal to the difference between the subscription price paid and the then fair market value of the common stock acquired. At the end of each calendar year, we will mail to each participating agency a Form 1099 reflecting the amount of ordinary income earned under the Plan. We will be entitled to a tax deduction at the same time in a corresponding amount. The participant’s basis in the common stock purchased under the Plan will be equal to the purchase price plus the amount of ordinary income recognized.

When a participant withdraws its common stock shares it may, subject to the Company’s election to exercise its right of first refusal, receive either cash or certificated shares of common stock. If we repurchase the withdrawing participant’s shares, the participant is taxed on the difference between the pre-discount price per share and the sale price at the time the participant receives cash for their shares. Such taxes are computed in accordance with the capital gains tax rules. If withdrawn, and the common stock shares are not repurchased but are instead certificated, the participant will not be taxed on the withdrawn common stock shares.

We also advise you to consult with a tax advisor to determine the tax consequences of a given transaction.

23. May the Plan be changed or discontinued?

Yes. We reserve the right to amend, modify or terminate the Plan at any time without notice or shareholder approval, unless otherwise required by law or court order.

PLAN OF DISTRIBUTION

We have reserved 125,000 shares of common stock for sale to eligible agencies under the Plan, until the Plan terminates on June 30, 2013 or by action by the Company. We will offer the shares of common stock under the Plan directly to eligible agencies through our officers and will not use a broker or a dealer. In addition, we will not pay commissions, discounts or any other payments to any person for services in connection with the offer or sale of shares of common stock under the Plan. We will pay all costs of administering the Plan. Participants will not incur brokerage commissions or service charges for the purchase of shares under the Plan.

USE OF PROCEEDS

No minimum amount of proceeds is required to be received by us in this offering. We intend to use the proceeds from sales of these shares for general corporate purposes, which may include making investments in and advances to our subsidiaries. Pending such use, the proceeds may be temporarily invested. The precise amounts and timing of the application of the proceeds will depend on our business requirements and the availability of other sources of funding.

EXPERTS

The financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control over Financial Reporting) incorporated in this Prospectus by reference to the

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Annual Report on Form 10-K for the year ended December 31, 2007 have been so incorporated in reliance on the report(s) of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

LEGAL OPINION

The legality of the issuance of the shares of common stock offered hereby will be passed upon for EIHI by Stevens & Lee, P.C., 620 Freedom Business Center, Suite 200, Valley Forge, Pennsylvania 19406.

AVAILABLE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information we file at the SEC’s public reference room at 450 Fifth Street, N.W., Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room. Our filings with the SEC are also available to the public from commercial document retrieval services and at the worldwide web site maintained by the SEC at “http://www.sec.gov.”

Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports are available without charge on our website, www.easterninsuranceholdings.com. We are providing the address to our website solely for the information of investors. We do not intend the reference to our website to be an active link or to otherwise incorporate the contents of the website into this prospectus.

As permitted by the rules and regulations of the SEC, this prospectus does not contain all of the information set forth in the registration statement. For further information with respect to us and the securities covered by this prospectus, reference is made to the registration statement, including the exhibits filed or incorporated in the registration statement. Statements contained in this prospectus concerning the provisions of documents filed with, or incorporated by reference in, the registration statement as exhibits are necessarily summaries of those documents and each statement is qualified in its entirety by reference to the copy of the applicable documents filed with the SEC. Copies of the registration statement and its exhibits are on file at the offices of the SEC and may be obtained upon payment of the prescribed fee or may be examined without charge at the public reference room of the SEC described above or at the worldwide web site maintained by the SEC described above.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

We incorporate the following documents into this prospectus by reference:

(a) Our Annual Report for the year ended December 31, 2007 on Form 10-K/A, as filed with the Commission on March 28, 2008 (File No. 08717978) and Form 10-K, as filed with the Commission on March 14, 2008 (File No. 08690339) ;

(b) The following reports filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act since the December 31, 2007 fiscal year end:

• Form 8-K , Current Report, filed on February 15, 2008 (File No. 08622336);

• Form 8-K, Current Report, filed on February 28, 2008 (File No. 08650275);

• Form 8-K, Current Report, filed on March 10, 2008 (File No. 08676792);

• Form 8-K, Current Report, filed on April 10, 2008 (File No. 08749524);

• Form 8-K, Current Report, filed on April 21, 2008 (File No. 08767700);

• Form 8-K, Current Report, filed on April 28, 2008 (File No. 08779531); and

• Form 10-Q, Quarterly Report, filed on May 8, 2008 (File No. 08814044).

(c) The description of the Company’s Common Stock, no par value, is incorporated herein by reference to the section entitled “DESCRIPTION OF EASTERN HOLDINGS CAPITAL STOCK” set forth in the Company’s Registration Statement No. 333-128913 on Form S-1 filed with the Commission. The description of the provisions in the Company’s Articles of Incorporation and Bylaws that may have an effect of delaying, deferring or preventing a change in control of the Registrant, is incorporated herein by reference to the section entitled “DESCRIPTION OF EASTERN HOLDINGS CAPITAL STOCK – Restrictions on Acquisition of Eastern Holdings and Related Anti-Takeover Provisions” set forth in the Company’s Registration Statement No. 333-128913 on Form S-1 filed with the Commission. This description was also incorporated by reference into the Company’s Form 8-A Registration Statement pursuant to Section 12(g) of the Exchange Act, filed on June 16, 2006 (File No. 06908845).

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All documents filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of this prospectus and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this prospectus and to be a part hereof from the date of filing of such documents.

Any statement incorporated in this prospectus shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this prospectus modifies or supersedes such statement and any statement contained in this prospectus shall be deemed to be modified or superseded for all purposes to the extent that a statement contained in any subsequently filed document that is deemed to be incorporated by reference modifies or supersedes such statement.

We will provide without charge to each person, including any beneficial owner, to whom this prospectus is delivered, on written or oral request, a copy of any or all documents incorporated by reference in this prospectus, other than exhibits to those documents unless the exhibits are specifically incorporated by reference. Requests should be directed to:

Mark Francis Juba, Esq.

Corporate Compliance Officer

Eastern Insurance Holdings, Inc.

25 Race Avenue

Lancaster, PA 17603-3179

Phone: 1 (888) 654-7100

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

Set forth below is an estimate of the approximate amount of fees and expenses which may be incurred by the Company in connection with the issuance and distribution of shares of common stock pursuant to the Prospectus contained in this Registration Statement and which will be paid by the Company.

Securities and Exchange Commission registration fee	$	79.14
Accounting fees and expenses		2,500.00
Legal fees and expenses		10,000.00
Printing		1,000.00
Miscellaneous expenses		1,000.00
Total	$	14,579.14

Item 15. Indemnification of Directors and Officers.

Pennsylvania law provides that a Pennsylvania corporation such as EIHI may indemnify its directors, officers, employees and agents against liabilities they may incur in such capacities for any act or omission, whether or not the corporation would have the power to indemnify the person under any provision of law, unless such action or failure to act is determined by a court to have constituted recklessness or willful misconduct. Pennsylvania law also permits the adoption of a bylaw amendment, with the approval of the shareholders, providing for the elimination of a director’s liability for monetary damages for any action taken or failure to take any action unless the director has breached or failed to perform the duties of his office and that breach or failure to perform constitutes self dealing, willful misconduct or recklessness.

Our bylaws provide for (i) indemnification of our directors, officers, employees and agents and (ii) the elimination of a director’s liability for monetary damages, to the fullest extent permitted by Pennsylvania law unless the director has breached or failed to perform the duties of his or her office under Subchapter B of Chapter 17 of the Pennsylvania Business Corporation Law, and such breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.

The directors and officers of EIHI and its subsidiaries are also insured against certain liabilities for their actions, as such, by an insurance policy obtained by EIHI.

Item 16. Exhibits.

Exhibit Number	Description of Exhibits
3.1	Articles of Incorporation of Eastern Insurance Holdings, Inc. (Incorporated by reference from Exhibit 3.1 to the Eastern Insurance Holdings, Inc. Registration Statement No. 333-128913 on Form S-1)
3.2	Bylaws of Eastern Insurance Holdings, Inc. (Incorporated by reference from Exhibit 3.2 to the Eastern Insurance Holdings, Inc. Registration Statement No. 333-128913 on Form S-1)
4.1	Form of Subscription Agreement under the Eastern Insurance Holdings, Inc. 2008 Agency Stock Purchase Plan.
5.1	Opinion of Stevens & Lee, P.C.

II-1

23.1	Consent of Independent Auditors.
23.2	Consent of Stevens & Lee, P.C. (included in its opinion incorporated by reference in Exhibit 5.1).
24.1	Powers of attorney (included on page II-3 hereof).
99.1	Eastern Insurance Holdings, Inc. 2008 Agency Stock Purchase Plan
99.2	Eastern Insurance Holdings, Inc. 2008 Agency Stock Purchase Plan Summary of Rules and Procedures
99.3	Eastern Insurance Holdings, Inc. 2008 Agency Stock Purchase Plan Enrollment Form
99.4	Eastern Insurance Holdings, Inc. 2008 Agency Stock Purchase Plan Form of Eligibility Notice
99.5	Eastern Insurance Holdings, Inc. 2008 Agency Stock Purchase Plan Form of Withdrawal Notice
99.6	Eastern Insurance Holdings, Inc. 2008 Agency Stock Purchase Plan Right of First Refusal Notice and Share Repurchase Form
99.7	Eastern Insurance Holdings, Inc. 2008 Agency Stock Purchase Plan Form of Termination Notice

Item 17. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a twenty percent (20%) change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however, paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-2

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Lancaster, Pennsylvania, on June 17, 2008.

EASTERN INSURANCE HOLDINGS, INC.
By:	/s/ Bruce M. Eckert
	Bruce M. Eckert, Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Bruce M. Eckert, Kevin M. Shook and Jeffrey P. Waldron, and each or either of them, as such person’s true and lawful attorneys-in-fact and agents, with full power of substitution, for such person, and in such person’s name, place and stead, in any and all capacities to sign any or all amendments or post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and to make any and all state securities law or blue sky filings, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
/s/    BRUCE M. ECKERT Bruce M. Eckert	Chief Executive Officer (Principal Executive Officer) and Director	June 17, 2008
/s/    KEVIN M. SHOOK Kevin M. Shook	Treasurer and Chief Financial Officer (Principal Financial and Accounting Officer)	June 17, 2008
/s/    ROBERT M. MCALAINE Robert M. McAlaine	Chairman and Director	June 17, 2008
/s/    LAWRENCE W. BITNER Lawrence W. Bitner	Director	June 17, 2008
/s/    PAUL R. BURKE Paul R. Burke	Director	June 17, 2008
/s/    RONALD L. KING Ronald L. King	Director	June 17, 2008
/s/    SCOTT C. PENWELL Scott C. Penwell	Director	June 17, 2008

II-3

/s/    JOHN O. SHIRK John O. Shirk	Director	June 17, 2008
/s/    W. LLOYD SNYDER III W. Lloyd Snyder III	Director	June 17, 2008
/s/    RICHARD STEVENS III Richard Stevens III	Director	June 17, 2008
/s/    CHARLES H. VETTERLEIN, JR. Charles H. Vetterlein, Jr.	Director	June 17, 2008

II-4

EXHIBIT INDEX

(Pursuant to Item 601 of Regulation S-K)

Exhibit Number	Description of Exhibits
3.1	Articles of Incorporation of Eastern Insurance Holdings, Inc. (Incorporated by reference from Exhibit 3.1 to the Eastern Insurance Holdings, Inc. Registration Statement No. 333-128913 on Form S-1)
3.2	Bylaws of Eastern Insurance Holdings, Inc. (Incorporated by reference from Exhibit 3.2 to the Eastern Insurance Holdings, Inc. Registration Statement No. 333-128913 on Form S-1)
4.1	Form of Subscription Agreement under the Eastern Insurance Holdings, Inc. 2008 Agency Stock Purchase Plan.
5.1	Opinion of Stevens & Lee, P.C.
23.1	Consent of Independent Auditors.
23.2	Consent of Stevens & Lee, P.C. (included in its opinion incorporated by reference in Exhibit 5.1).
24.1	Powers of attorney (included on pages II-3 hereof).
99.1	Eastern Insurance Holdings, Inc. 2008 Agency Stock Purchase Plan
99.2	Eastern Insurance Holdings, Inc. 2008 Agency Stock Purchase Plan Summary of Rules and Procedures
99.3	Eastern Insurance Holdings, Inc. 2008 Agency Stock Purchase Plan Enrollment Form
99.4	Eastern Insurance Holdings, Inc. 2008 Agency Stock Purchase Plan Form of Eligibility Notice
99.5	Eastern Insurance Holdings, Inc. 2008 Agency Stock Purchase Plan Form of Withdrawal Notice
99.6	Eastern Insurance Holdings, Inc. 2008 Agency Stock Purchase Plan Right of First Refusal Notice and Share Repurchase Form
99.7	Eastern Insurance Holdings, Inc. 2008 Agency Stock Purchase Plan Form of Termination Notice

EX-4.1

Exhibit 4.1

EASTERN INSURANCE HOLDINGS, INC.

2008 AGENCY STOCK PURCHASE PLAN

SUBSCRIPTION FORM

Use this form to subscribe to purchase shares of Eastern Insurance Holdings, Inc. common stock under the Eastern Insurance Holdings, Inc. 2008 Agency Stock Purchase Plan.

IF NOT TYPING, PLEASE PRINT CLEARLY USING A PEN

Agency Name:	Employer Identification Number (EIN):
Street Address:	Authorized Representative:
City:	Representative Phone Number:
State, ZIP Code:	Representative Fax Number:
Phone Number:	Representative E-Mail:

ACKNOWLEDGMENT AND SUBSCRIPTION AUTHORIZATION

I,                                          , hereby certify that I am the authorized representative of                                  (the “Agency”) for purposes of participation in the Eastern Insurance Holdings, Inc. 2008 Agency Stock Purchase Plan (“ASPP”), and I am authorized to subscribe to purchase shares of Eastern Insurance Holdings, Inc. (“EIHI”) common stock in the ASPP on behalf of the Agency.

I certify that I have read and understood the ASPP and its related notices, rules and procedures. Acting by and through me, the Agency agrees to be bound by the provisions of the ASPP, including, but not limited to, EIHI’s right of first refusal to repurchase any shares of EIHI common stock which the Agency later withdraws and EIHI’s right to terminate or amend the ASPP at any time without notice or shareholder approval. The Agency further agrees to hold EIHI harmless for any diminution in the value of shares of EIHI common stock purchased under the ASPP. The Agency understands and acknowledges that it is presently taxed on the discount on shares of EIHI common stock purchased under the ASPP.

I further acknowledge that subscribing to purchase EIHI shares in the ASPP does not create a contractual relationship of any kind between the Agency and EIHI other than for purposes of participation in the ASPP.

Authorized Agency Representative Signature: _______________________________________ Date:                     

Please select the appropriate options below.

Subscription Period

¨  January 20__        ¨  April 20__        ¨  July 20__         ¨   October 20__

Contribution Amount

¨  $10,000        ¨  $7,500        ¨  $5,000        ¨  $2,500        ¨  Other ___________

Carried-Forward Excess Contributions

¨  Use excess contributions for the current subscription period    ¨  Return excess contributions

Please note: Your participant account balance is used to purchase as many whole shares of EIHI common stock as permitted under the ASPP. Any excess cash balance will be carried forward to the next Subscription Period. You must elect during the next Subscription Period to use any carried forward excess contributions to purchase stock. If you fail to make an election, any carried forward excess contributions from the previous Subscription Period will be returned to you as soon as is administratively feasible.

Please return or fax the completed Subscription Form by the 1st day of the Subscription Period selected above to:

EIHI Representative:	Mark Juba
Fax Number:	(717) 481-2702
E-mail:	mjuba@eains.com
Address:	Eastern Insurance Holdings, Inc.
	Attn: Mark Juba
	25 Race Avenue
	Lancaster, PA 17603-3179

EX-5.1

Exhibit 5.1

STEVENS & LEE

LAWYERS & CONSULTANTS

620 FREEDOM BUSINESS CENTER, SUITE 200

P.O. Box 62330

King of Prussia, PA 19406

(610) 205-6000 Fax (610) 337-4374

www.stevenslee.com

June 17, 2008

Board of Directors

Eastern Insurance Holdings, Inc.

25 Race Avenue

Lancaster, Pennsylvania 170603-3179

Re: 2008 Agency Stock Purchase Plan Eastern Insurance Holdings, Inc.

Ladies and Gentlemen:

In connection with proposed issuance of up to 125,000 shares of common stock, par value $5.00 per share (the “Common Stock”), by Eastern Insurance Holdings, Inc. (the “Company”) pursuant to the Company’s 2008 Agency Stock Purchase Plan (the “Plan”), covered by the Company’s Registration Statement on Form S-3 filed on or about this date (the “Registration Statement”), we, as counsel to the Company, have reviewed:

(1) the Pennsylvania Business Corporation Law, as amended;

(2) the Company’s certificate of incorporation;

(3) the Company’s bylaws;

(4) the Plan;

(5) the Registration Statement;

(6) a copy of a form of Common Stock certificate; and

(7) resolutions adopted by the Company’s Board of Directors on February 14, 2008, authorizing the issuance of such securities.

Based upon such review of the foregoing, it is our opinion that the Common Stock covered by the Registration Statement has been duly authorized and, when issued and sold pursuant to the terms described in the Registration Statement, will be legally issued by the Company, fully paid and non-assessable.

We consent to the filing of this opinion as an exhibit to the Registration Statement, and to the reference to us under the heading “LEGAL MATTERS” in the related Prospectus. In giving this consent, however, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, or the Rules and Regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

STEVENS & LEE

/s/ Stevens & Lee

EX-23.1

Exhibit 23.1

PricewaterhouseCoopers LLP

Two Commerce Square, Suite 1700

2001 Market Street

Philadelphia PA 19103-7042

Telephone (267) 330 3000

Facsimile (267) 330 3300

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated March 14, 2008 relating to the financial statements, financial statement schedules and the effectiveness of internal control over financial reporting, which appears in Eastern Insurance Holdings, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2007. We also consent to the references to us under the heading “Experts” in such Registration Statement.

PricewaterhouseCoopers LLP

Philadelphia, PA

June 17, 2008

EX-99.1

Exhibit 99.1

Eastern Insurance Holdings, Inc.

2008 Agency Stock Purchase Plan

Effective July 1, 2008

Eastern Insurance Holdings, Inc.

2008 Agency Stock Purchase Plan

Table of Contents

ARTICLE		PAGE
ARTICLE 1.	PURPOSE OF THE PLAN	1
	1.1      Purpose	1
ARTICLE 2.	DEFINITIONS	2
	2.1      Calendar Quarter	2
	2.2      Calendar Year	2
	2.3      Committee	2
	2.4      Company	2
	2.5      Company Stock	2
	2.6      Complete Withdrawal	2
	2.7      Eligible Agency	2
	2.8      Enrollment Form	2
	2.9      Enrollment Period	2
	2.10    Lump Sum Contributions	2
	2.11    Partial Withdrawal	2
	2.12    Participant	2
	2.13    Plan	2
	2.14    Plan Discount	2
	2.15    Subscription Form	3
	2.16    Subscription Period	3
	2.17    Termination Notice	3
	2.18    Withdrawal Notice	3
ARTICLE 3.	PLAN ADMINISTRATION	4
	3.1      Administration Generally	4
	3.2      Committee Powers	4
ARTICLE 4.	ELIGIBILITY	5
	4.1      Eligible Agency	5
	4.2      Eligible Status	5
	4.3      Eligibility Procedures	5
ARTICLE 5.	METHODS OF PAYMENT AND AMOUNT OF CONTRIBUTION	6
	5.1      Methods of Payment	6
	5.2      Limitations on Purchases	6
	5.3      Participant Contributions	6
	5.4      Participant Accounts	6

i

ARTICLE 6.	ENROLLMENT AND SUBSCRIPTION	7
	6.1      Enrollment Periods	7
	6.2      Enrollment Procedures	7
	6.3      Subscription Periods	7
	6.4      Subscription Procedures	7
	6.5      Contributions	7
	6.6      Subscription Rate	7
ARTICLE 7.	STOCK RIGHTS	8
	7.1      Disposition of Stock	8
	7.2      Sale of Stock	8
	7.3      Dividends	8
	7.4      Material Transactions and Stock Adjustments	8
ARTICLE 8.	PLAN WITHDRAWAL, TERMINATION AND AMENDMENT	9
	8.1      Plan Withdrawal	9
	8.2      Plan Termination	10
	8.3      Plan Amendment	10
ARTICLE 9.	PLAN DURATION	11
	9.1      Plan Duration Generally	11
	9.2      Changes to Plan Duration	11
ARTICLE 10.	MISCELLANEOUS PROVISIONS	12
	10.1    Shares Available	12
	10.2    Titles	12
	10.3    Section 16 Officers and 5% Owners	12
	10.4    Applicable Law	12
	10.5    Severability and Construction of the Plan	12
	10.6    Contractual Rights	12

ii

ARTICLE 1. PURPOSE OF THE PLAN

1.1 Purpose. The Eastern Insurance Holdings, Inc., 2008 Agency Stock Purchase Plan (hereinafter the “Plan”) is intended to provide selected insurance agencies of Eastern Insurance Holdings, Inc. (hereinafter the “Company”), with an opportunity to acquire Common Stock of the Company at a discount from fair market value. The Plan is designed to foster the common interests of the Company and agencies in achieving long-term profitable growth for the Company. To this end, the Company hereby reserves 125,000 shares of Company Stock for purchase and issuance under the exclusive terms of this Plan.

1

ARTICLE 2. DEFINITIONS

2.1 “Calendar Quarter” shall have its usual and accepted meaning. The four Calendar Quarters begin the first day of January, April, July, and October, and end the last day of March, June, September, and December of each Calendar Year, respectively.

2.2 “Calendar Year” shall have its usual and accepted meaning. A Calendar Year begins January 1 and ends December 31.

2.3 “Committee” shall mean the Company’s Finance Committee.

2.4 “Company” shall generally mean Eastern Insurance Holdings, Inc. Where specific actions or conduct may or shall be carried out by the Company, the Company shall act through its board of directors.

2.5 “Company Stock” shall mean the Company’s common stock (no par value) issued to the Plan which is available for purchase under the terms contained herein.

2.6 “Complete Withdrawal” shall occur when a Participant submits a Withdrawal Notice to the Committee, indicating that the Participant desires to sell all of its shares and terminate its participation in the Plan.

2.7 “Eligible Agency” shall have the meaning given to the term in Section 4.1.

2.8 “Enrollment Form” shall mean the form the Committee shall issue to each non-enrolled Eligible Agency. Such form shall be the sole means of enrolling in the Plan.

2.9 “Enrollment Period” shall mean the period of time in which an Eligible Agency may enroll in the Plan. Enrollment Periods begin on the 15th day of the last month of each Calendar Quarter, and end on the last day of the last month of each Calendar Quarter.

2.10 “Lump Sum Contributions” shall mean a single cash contribution to the Plan, made during the first week of a Calendar Quarter.

2.11 “Partial Withdrawal” shall occur when a Participant submits a Withdrawal Notice to the Committee, indicating that the Participant desires to sell all or a portion of its shares, but continue as a Participant in the Plan.

2.12 “Participant” shall mean an Eligible Agency that has enrolled in the Plan. An Eligible Agency needs only to enroll, and does not need to have an account balance or to subscribe to the Plan, to be a Participant.

2.13 “Plan” shall mean the EIHI 2008 Agency Stock Purchase Plan, as set forth in this document and as amended from time to time. The Plan is not an employee stock purchase plan under Section 423 of the Internal Revenue Code of 1986, as amended

2.14 “Plan Discount” shall mean the discount rate applied to a share of Company Stock available for purchase under the terms of this Plan. Such discount will be equal to ten-percent (10%) of the Company Stock’s average closing price during the Subscription Period, unless the Committee shall determine otherwise.

2

2.15 “Subscription Form” shall mean the form which the Committee shall issue to each Eligible Agency that has enrolled in the Plan. Such form shall be the sole means for subscribing and making contributions to the Plan.

2.16 “Subscription Period” shall mean the period of time between the 1st and the 15th day of each January, April, July and October, at the end of which the Committee shall purchase shares of Company Stock with Participants’ account balances.

2.17 “Termination Notice” shall mean a written notice sent to Participants upon termination of the Plan. Advance notice is not required, but the Termination Notice must be postmarked no later than the day the Plan is terminated.

2.18 “Withdrawal Notice” shall mean the written notice that a Participant must provide to the Committee to effectuate a Partial Withdrawal or Complete Withdrawal from the Plan. The Withdrawal Notice shall indicate whether the withdrawal is a Partial Withdrawal or Complete Withdrawal; if a Partial withdrawal, the notice shall indicate how many shares the Participant is seeking to withdraw from its Participant account.

3

ARTICLE 3. PLAN ADMINISTRATION

3.1 Administration Generally. The Committee may administer the Plan or contract with a third party vendor to administer the Plan.

3.2 Committee Powers. The Committee is granted the following powers and responsibilities.

(a) The Committee shall maintain Participant accounts, which includes, but is not limited to, allocating contributions, effecting distributions in cash or Company Stock, and issuing and accepting appropriate notices and forms. Participant accounts are described more fully in Section 5.4.

(b) The Committee shall report directly to the Company and provide all necessary and relevant Plan information upon the Company’s request.

(c) The Committee may not amend, suspend, or terminate the Plan, or otherwise engage in any material transaction without prior approval of the Company.

(d) The Committee may, when in its discretion it deems it necessary, adopt rules and regulations for the administration of the Plan, subject to the limitations of Section 3.2(c).

(e) Interpretation and construction of all provisions in this Plan are explicitly reserved powers of the Company, and the Committee shall be bound by any such interpretations or constructions. Such interpretations or constructions are conclusive and final until such time as the Company amends the Plan or indicates otherwise.

4

ARTICLE 4. ELIGIBILITY

4.1 Eligible Agency. An agency designated as an Eligible Agency by the Company is eligible to enroll in the Plan. An Eligible Agency shall be an agency that is under contract with any of the Company’s insurance company subsidiaries to promote and sell the Company’s or a subsidiary’s insurance products. To be an Eligible Agency, an agency must, as of June 30, 2008, be in good standing and have at least $500,000.00 of premiums, either in direct written premiums or adjusted present value of premiums. The Company may also, in its discretion, base eligibility upon any single factor, or multiple factors, which it deems to be an indication that an agency contributes value to the Company. Such factors may include, but are not limited to, written premium volume, length of a relationship with the Company, and potential growth of written premium volume.

4.2 Eligible Status. Loss or revocation of eligible status.

(a) The Company may, in its discretion, revoke an agency’s status as an Eligible Agency. Such revocation may be based on any number of factors, including, but not limited to: (i) a decrease in written premiums procured by an Eligible Agency; (ii) an Eligible Agency’s entering into a contract to procure written premiums for a competing insurer or underwriter; or (iii) a continuous declination to purchase Company Stock.

(b) If an Eligible Agency engages in a Complete Withdrawal from the Plan, such agency will lose eligible status. The agency may not re-enter the Plan unless the Company, in its discretion, grants eligible status to the withdrawn agency.

(c) An Eligible Agency will lose eligible status if, at any time while eligible, such agency commits an act which is found by a court of law to constitute a felony.

(d) If an Eligible Agency fails to enroll in the Plan within the first eight Enrollment Periods following the date such agency is granted eligible status, the agency’s eligible status will be revoked. The agency may not enter the Plan until the Company, in its discretion, grants eligible status to the agency.

4.3 Eligibility Procedures. The Company may make an eligibility determination at any time. Upon the Company’s granting eligible status to an agency, the Committee shall notify the agency of its eligible status. The notification shall include the rules and procedures, or a summary thereof, related to eligibility, enrollment, subscription, and contributions.

5

ARTICLE 5. METHODS OF PAYMENT AND AMOUNT OF CONTRIBUTION

5.1 Methods of Payment. There shall be one method of contribution for a Participant to purchase shares of Company Stock under this Plan. A Participant may purchase shares of Company Stock through a Lump Sum Contribution.

5.2 Limitations on Purchases. Participants are limited in the amount of Company Stock they may purchase per Calendar Quarter and Calendar Year under the Plan. The Calendar Year limit is less than the aggregated Calendar Quarter limits, which allows Participants to front-load or back-load their annual contributions to the Plan.

(a) Limitations on Purchase of Company Stock.

(i) Calendar Year Limitation. An Enrolled Agency may not purchase more than 1,000 shares of Company Stock in any one Calendar Year.

(ii) Calendar Quarter Limitation. An Enrolled Agency may not purchase more than 500 shares of Company Stock in any one Calendar Quarter.

5.3 Participant Contributions. Participant contributions shall be allocated to a Participant account established by the Plan for the Participant, and such contributions shall be used to purchase only whole shares of Company Stock. At the end of each Subscription Period, Participant contributions shall be used to purchase shares of Company Stock, subject to the limits of Section 5.2.

5.4 Participant Accounts. The Committee shall establish and maintain a Participant account for each Participant. Any excess contributions which were not used to purchase shares of Company Stock during a Subscription Period shall be allocated to and maintained in a Participant’s account until the next Subscription Period. A Participant shall elect in the subsequent Subscription Form whether any such carried-forward amounts are to be used to purchase shares of Company Stock or if such amounts are to be returned to the Participant. If the Participant fails to make such an election, the carried-forward excess contributions shall be returned to the Participant as soon as is administratively feasible.

6

ARTICLE 6. ENROLLMENT AND SUBSCRIPTION

6.1 Enrollment Periods. There shall be four (4) Enrollment Periods per Calendar Year during which Eligible Agencies may enroll in the Plan. These Enrollment Periods extend from the 15th to the 31st day of each March and December, and the 15th to the 30th day of each June and September.

6.2 Enrollment Procedures. The Committee shall send an Enrollment Form to each Eligible Agency who is not enrolled in the Plan. An Eligible Agency may enroll in the Plan only during an Enrollment Period. An Eligible Agency who wishes to enroll must return the completed Enrollment Form to the Committee during an Enrollment Period. Once an Eligible Agency enrolls in the Plan, the Eligible Agency is a Participant.

6.3 Subscription Periods. There shall be four (4) Subscription Periods per Calendar Year. On the last day of each Subscription Period, cash balances in Participant accounts will be used to purchase shares of Company Stock subject to the limits of Section 5.2. Only whole shares are to be allocated to a Participant’s account. Any remaining cash balance will carry forward in accordance with Section 5.4. The Subscription Periods extend from the 1st to the 15th day of January, April, July, and October.

6.4 Subscription Procedures. The Committee shall send a Subscription Form to each Participant. A Participant that wishes to subscribe to the Plan must return the applicable Subscription Form no later than the first day of the Subscription Period. A Participant must elect on the Subscription Form the amount of contribution, if any, to be made to the Participant’s account for the Calendar Quarter coincident with the relevant Subscription Period. A Participant may not subscribe to the Plan other than in accordance with the subscription procedures of this Section 6.4.

6.5 Contributions. A Participant shall specify the amount of its contribution, if any, for the Calendar Quarter on the applicable Subscription Form. Contributions in the aggregate may not exceed the limits contained in Article 5 of the Plan.

6.6 Subscription Rate. All Company Stock available under this Plan will be purchased at the Plan Discount, except where Section 7.3 is applicable.

7

ARTICLE 7. STOCK RIGHTS

7.1 Disposition of Stock. Once Company Stock has been purchased under the Plan, a Participant is entitled to all rights afforded to holders of Common Stock, subject to the limitations of this Article 7.

7.2 Sale of Stock. A Participant may dispose of stock only in accordance with the following provisions.

(a) Shares may be released from a Participant’s account only in accordance with Article 8.

(b) The Company shall have a right of first refusal if a Participant desires to sell any of its shares acquired in this Plan. The Participant must notify the Committee in writing of its intent to sell the shares by submitting a Withdrawal Notice. The Committee must reply to the Participant, notifying it whether the Company will purchase the shares in question, within fourteen (14) days of receipt of the Withdrawal Notice.

(i) If the Company desires to purchase the shares, it must offer, and the Participant must accept, an amount equal to the greater of (i) the closing price per share on the day the notice of intent to sell is postmarked, or (ii) the closing price per share on the day the Committee’s reply is postmarked.

(ii) Shares purchased by the Company from Participants will be made available to the Plan upon purchase.

7.3 Dividends. Participants are entitled to receive dividends when paid to the same class of stock held in the Participants’ accounts. Participants may choose to have dividends reinvested in Company Stock and such reinvestment will not be counted toward the Calendar Quarter and Calendar Year limits of Section 5.2. Any Company Stock purchased with any such reinvested dividends will not be subject to the Plan Discount.

7.4 Material Transactions and Stock Adjustments. In the event that the outstanding shares of Company Stock are hereafter increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company, or of another corporation, by reason of reorganization, merger, consolidation, recapitalization, reclassification, stock split-up, stock dividend either in shares of the same class or of another class of Company Stock, spin-off or combination of shares, appropriate adjustments shall be made by the Committee in the aggregate number and kind of shares that are reserved for sale under this Plan.

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ARTICLE 8. PLAN WITHDRAWAL, TERMINATION AND AMENDMENT

8.1 Plan Withdrawal. A Participant may withdraw, in whole or in part, from the Plan at any time, subject to the provisions of this Section 8.1, by providing a Withdrawal Notice to the Committee. The Participant’s account shall be distributed in accordance with this Section 8.1.

(a) If a Partial Withdrawal, any contributions which have not yet been used to purchase Company Stock will remain in the Plan and be allocated to the Participant’s account for future purchase of Company Stock.

(b) If a Complete Withdrawal, any contributions which have not yet been used to purchase Company Stock will be returned without interest to the Participant within fourteen (14) days following the end of the Calendar Quarter in which the Participant withdraws.

(c) Upon a Partial or Complete Withdrawal, any Company Stock being withdrawn from the Participant’s account shall be subject to the right of first refusal rule in Section 7.2(b), and the following provisions where they differ from those found in Section 7.2(b).

(i) The Committee shall notify the Participant in writing whether the Company is purchasing the Company Stock being withdrawn from the Participant’s account. Such written notification must be postmarked within fourteen (14) days of receiving the Withdrawal Notice.

(ii) If the Company purchases the Participant’s shares, it must remit a check to the withdrawing Participant within fourteen (14) days following the end of the Calendar Quarter in which the withdrawal occurs.

(iii) If the Company elects to purchase the Participant’s shares, it shall pay the Participant the greater of an amount equal to: (i) the closing price per share of the Company Stock on the day the Withdrawal Notice is postmarked; or (ii) the closing price per share on the day the Committee’s reply is postmarked.

(iv) In the case of a Partial Withdrawal, the shares of Company Stock which have been held the longest in the Participant’s account will be distributed first. Such distribution shall be in the form of: (i) a cash payment if the Company purchases the Participant’s shares; or (ii) a stock certificate if the Company declines to exercise its right of first refusal.

(v) If the Company does not purchase the Participant’s shares, it shall issue a stock certificate to the withdrawing Participant for the Company Stock held in the Participant’s account within fourteen (14) days following the end of the Calendar Quarter in which the withdrawal occurs.

(d) If the Committee, in accordance with Section 8.1(c)(i), notifies the withdrawing Participant that the Company is electing to purchase its shares of

9

Company Stock, the Committee shall include in such notice an explanation of the withdrawal rules relating to valuation of Company Stock, timing of distributions, the Company’s right of first refusal and, in the instance of a complete withdrawal, reenrollment in the Plan.

8.2 Plan Termination. The Company may terminate the Plan at any time without advance notice, except when required by law or court order. Plan termination is subject to the following provisions.

(a) The Company, upon the Plan’s termination, shall send a Termination Notice to Plan Participants, indicating that the Company has the right of first refusal with respect to all shares of Company Stock held in Participant accounts. The Termination Notice shall also indicate whether the Company is going to purchase the Participant’s shares of Company Stock, and if so, how many shares.

(b) In the event the Company elects to purchase some, but not all of the Company Stock held in Participant accounts under the terms of the Plan, it must purchase a pro rata portion of the Company Stock held in each Participant’s account.

(c) Company Stock, for Plan termination purposes, is valued on a per share basis equal to the greater of (i) the Company Stock’s per share closing price on the last day of the most recently completed Calendar Quarter, or (ii) the Company Stock’s per share closing price on the date the Plan is terminated.

8.3 Plan Amendment. The Company may amend, alter, modify or eliminate any and all provisions of this Plan at any time and in any manner without notice or shareholder approval, unless otherwise required by law or court order.

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ARTICLE 9. PLAN DURATION

9.1 Plan Duration Generally. The Plan shall begin operating July 1, 2008, and continue in existence until the earliest date one (1) of the following occurs: (i) all shares of Company Stock that have been allocated to the Plan have been purchased by the Plan’s Participants; (ii) June 30, 2013; or (iii) the Plan is otherwise terminated by reason of amendment or other Company action such as a merger.

9.2 Changes to Plan Duration. The Company may amend the Plan at any time to change the duration of the Plan in any of the following manners, while retaining the right to terminate the Plan at any time without advance notice or reason.

(a) The Company may amend the Plan to establish a different Termination Date. In no event may the Company establish a Termination Date that would occur within the first Calendar Year the Plan is in operation.

(b) The Company may amend the Plan and issue more shares of Company Stock to the Plan to be available for purchase by Participants, subject to shareholder approval.

(c) The Company may suspend the Plan’s operation for a period of time not to exceed twelve (12) months from the date operation is suspended. Before twelve (12) months elapse, the Company must terminate the Plan, resume operation of the Plan, or enact any amendments necessary to resume operation.

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ARTICLE 10. MISCELLANEOUS PROVISIONS

10.1 Shares Available. The aggregate number of shares of Company Stock available for purchase under the Plan shall be 125,000. In the event all such shares are subscribed to, the Company may terminate or suspend the Plan. If the Company desires to issue more shares of Company Stock to the Plan it must receive shareholder approval.

10.2 Titles. If there is any conflict between the titles and the text of the Plan, the text shall control.

10.3 Section 16 Officers and 5% Owners. An agency which would otherwise be an Eligible Agency may not participate in this Plan if the agency is subject to Section 16 of the Securities and Exchange Act of 1934 (the “Act”) in connection with the Company or is a five-percent (5%) owner of the Company as defined under Section 13 of the Act. If an agency is an Enrolled Agency or is a Participant in the Plan and becomes subject to Section 16 of the Act or a five-percent (5%) owner, then such agency will be deemed to have completely withdrawn from the Plan and the distribution rules under Section 8.1 of this Plan shall apply.

10.4 Applicable Law. This Plan shall be construed, administered and governed in all respects under the laws of the United States of America, the Commonwealth of Pennsylvania and the rules of the National Association of Securities Dealers Automated Quotations (“NASDAQ”).

10.5 Severability and Construction of the Plan.

(a) If any provision of the Plan or the application of it to any circumstance(s) or person(s) is invalid, the remainder of the Plan and the application of such provision to other circumstances or persons shall not be affected thereby.

(b) Unless the context otherwise indicates, the masculine wherever used shall include the feminine and neuter; the singular shall include the plural; and words such as “herein”, “hereof,” “hereby,” “hereunder” and words of similar import shall refer to the Plan as a whole and not any particular part of it.

10.6 Contractual Rights. Nothing contained in this Plan or any forms and notices related thereto shall: (i) be construed to confer upon an Eligible Agency or a participant any right to a continued contractual relationship with the Company or any of its subsidiaries; or (ii) limit, in any respect, the right of the Company or any of its subsidiaries to terminate an existing relationship, contractual or otherwise, with an Eligible Agency or Participant hereunder.

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EX-99.2

Exhibit 99.2

EASTERN INSURANCE HOLDINGS, INC.

2008 AGENCY STOCK PURCHASE PLAN

SUMMARY OF RULES AND PROCEDURES

Table of Contents

	Page
Purpose of the Plan	1
Eligibility	1
1. Who is eligible to participate in the ASPP?	1
2. What rights does an Eligible Agency have under the ASPP?	1
3. May an Eligible Agency lose its Eligible Agency status or have it revoked?	1
Enrollment	1
1. Who may enroll in the ASPP?	1
2. How does an Eligible Agency enroll in the ASPP?	2
3. After an Eligible Agency enrolls in the ASPP, what rights does it have as a Participant?	2
Subscription	2
1. How does a Participant subscribe to the ASPP?	2
2. How does a Participant purchase shares of EIHI stock?	2
3. How are shares of EIHI common stock valued for subscription purposes?	2
Withdrawal	2
1. When may a Participant withdraw from the ASPP?	2
2. How does a Participant withdraw from the ASPP?	3
3. How are shares valued upon withdrawal?	3
Plan Termination	3
1. When may EIHI terminate the ASPP?	3
2. What occurs when EIHI terminates the ASPP?	3
Miscellaneous	4
1. May EIHI amend the ASPP?	4
2. May EIHI suspend the ASPP’s operation?	4
3. Who administers the ASPP for EIHI?	4
4. How many shares are available for purchase under the ASPP?	4
5. May EIHI issue more shares for purchase under the ASPP?	4
6. How long will the ASPP operate?	4
7. How are Participants taxed on shares purchased in the ASPP?	4
8. Do Participants receive stock dividends?	4
9. How can Participants contact EIHI?	5

i

Purpose of the Plan

The Eastern Insurance Holdings, Inc. 2008 Agency Stock Purchase Plan (the “ASPP”) is intended to provide selected insurance agencies of Eastern Insurance Holdings, Inc. (“EIHI”), with an opportunity to acquire EIHI common stock at a discount from fair market value. The ASPP is designed to foster the common interests of EIHI and the selected agencies in achieving long-term profitable growth for EIHI, while rewarding the selected agencies for their contributions to EIHI’s success.

Eligibility

1. Who is eligible to participate in the ASPP?

An insurance agency selected by EIHI as an “Eligible Agency” may enroll in the ASPP. Eligible Agency status is generally granted to insurance agencies who have obtained $500,000 worth of direct written premiums or adjusted present value of premiums on EIHI’s behalf, although EIHI may grant Eligible Agency status to an insurance agency for certain other reasons in its discretion.

2. What rights does an Eligible Agency have under the ASPP?

An Eligible Agency may enroll in the ASPP during any “Enrollment Period.” Enrollment Periods extend from the 15th day until the last day of each March, June, September and December. An Eligible Agency may subscribe to purchase shares of EIHI common stock at a discount upon enrolling in the ASPP.

3. May an Eligible Agency lose its Eligible Agency status or have it revoked?

Yes, an Eligible Agency may lose its Eligible Agency status or have it revoked. An Eligible Agency will lose its Eligible Agency status if it fails to enroll in the ASPP within the first eight (8) Enrollment Periods after it is granted Eligible Agency status. An Eligible Agency will also lose Eligible Agency status if the agency engages in a “Complete Withdrawal” from the ASPP.

EIHI may also revoke Eligible Agency status for a number of other reasons, including, but not limited to: (i) a decrease in written premiums procured by an Eligible Agency, (ii) an Eligible Agency’s entering into a contract to procure written premiums for a competing insurer or underwriter, or (iii) a repeated failure to purchase shares of EIHI common stock under the ASPP.

Enrollment

1. Who may enroll in the ASPP?

Only Eligible Agencies may enroll in the ASPP.

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2. How does an Eligible Agency enroll in the ASPP?

An Eligible Agency will receive an “Enrollment Form” with its “Eligibility Notice,” which it may use to enroll in the ASPP during the next Enrollment Period. EIHI will send an Enrollment Form to each non-enrolled Eligible Agency before each Enrollment Period. To enroll, an Eligible Agency must return the Enrollment Form. After enrolling, an Eligible Agency becomes a “Participant” in the ASPP. Enrollment Periods extend from the 15th until the last day of each March, June, September and December.

3. After an Eligible Agency enrolls in the ASPP, what rights does it have as a Participant?

A Participant may subscribe to purchase shares of EIHI common stock, make contributions to its ASPP account and withdraw shares from its ASPP account. Enrollment in the ASPP does not create a contract for, or a guarantee of, a continued business relationship between EIHI and the enrolled agency.

Subscription

1. How does a Participant subscribe to the ASPP?

A Participant will receive a “Subscription Form” each calendar quarter. The agency must complete and return the Subscription Form by the first day of a “Subscription Period” in order to make a subscription election. Subscription Periods extend from the 1st until the 15th of each January, April, July and October.

2. How does a Participant purchase shares of EIHI stock?

A Participant indicates on the Subscription Form the amount it is contributing to its Participant account and whether it is electing to use any carried-forward excess contributions from the previous Subscription Period. During the first week of the Subscription Period, a Participant who has elected to subscribe to purchase shares of EIHI common stock must remit its subscription amount in a lump sum cash contribution to EIHI. At the end of the Subscription Period, EIHI will purchase as many whole shares of EIHI common stock as possible with the cash balance in a Participant’s account, subject to a limit of 500 shares per calendar quarter and 1,000 shares per calendar year.

3. How are shares of EIHI common stock valued for subscription purposes?

EIHI will use the average closing price per share of EIHI common stock during the then current Subscription Period for purposes of determining the discounted purchase price. Shares of stock purchased under the ASPP are purchased at an initial discount of 10% of the average closing price per share during the Subscription Period. This discount is subject to change.

Withdrawal

1. When may a Participant withdraw from the ASPP?

A Participant may withdraw from the ASPP at any time.

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2. How does a Participant withdraw from the ASPP?

A Participant must submit a Withdrawal Notice to EIHI, indicating whether the withdrawal is a “Complete Withdrawal” or a “Partial Withdrawal.” If the withdrawing Participant is engaging in a Partial Withdrawal, it must indicate either the percentage of its shares or the exact number of shares it is withdrawing. If a Complete Withdrawal, the withdrawing Participant loses Eligible Agency status and will no longer be a Participant in the ASPP and it cannot re-enroll in the ASPP until EIHI again grants Eligible Agency status to the agency.

EIHI has a right of first refusal to repurchase a withdrawing Participant’s shares at the time of withdrawal. EIHI may repurchase all or a portion of the shares being withdrawn. EIHI will send a “Right of First Refusal Notice and Share Repurchase Form” to a withdrawing Participant, indicating if and how many shares are being repurchased by EIHI. If EIHI decides to repurchase a withdrawing Participant’s shares, it must remit a check to the withdrawing Participant within fourteen (14) days following the end of the calendar quarter in which the Participant withdraws the shares. Any shares that EIHI does not repurchase will be certificated and sent to the withdrawing Participant within fourteen (14) days following the end of the calendar quarter in which the Participant withdraws the shares.

3. How are shares valued upon withdrawal?

If EIHI chooses to repurchase shares that are being withdrawn, those shares are valued at the higher of EIHI’s stock’s closing price on either the date the Withdrawal Notice is postmarked or the date EIHI’s Right of First Refusal Notice and Share Repurchase Form is postmarked.

Plan Termination

1. When may EIHI terminate the ASPP?

EIHI may terminate the ASPP at any time without notice or shareholder approval unless otherwise required by law or court order.

2. What occurs when EIHI terminates the ASPP?

EIHI will send a “Termination Notice” to all enrolled agencies no later than the date the ASPP is terminated. EIHI has a right of first refusal to repurchase all or a portion of the shares held in Participants’ accounts. The Termination Notice will indicate how many shares, if any, EIHI is repurchasing from each Participant and the repurchase price per share. The per share price upon repurchase is the higher of EIHI’s stock’s closing price as of the last day of the most recently completed calendar quarter or the closing price on the date the ASPP is terminated. If EIHI elects to purchase a portion of each Participant’s shares, it must do so proportionally across all Participant accounts and certificate any remaining shares held by each Participant.

3

Miscellaneous

1. May EIHI amend the ASPP?

Yes, EIHI may amend the ASPP at any time without notice or shareholder approval unless otherwise required by law or court order.

2. May EIHI suspend the ASPP’s operation?

EIHI may suspend the ASPP’s operation for up to twelve (12) months, before which time EIHI must either resume operation of the ASPP, terminate the ASPP or adopt any amendments necessary to resume operation of the ASPP.

3. Who administers the ASPP for EIHI?

The ASPP is administered by EIHI’s Finance Committee. The Finance Committee may, however, contract with a third party vendor to provide certain administrative services for the ASPP.

4. How many shares are available for purchase under the ASPP?

EIHI initially issued 125,000 shares of EIHI common stock to the ASPP.

5. May EIHI issue more shares for purchase under the ASPP?

Subject to shareholder approval, EIHI may issue more shares to the ASPP.

6. How long will the ASPP operate?

The ASPP is effective July 1, 2008, and will terminate, by its terms, on the earlier of June 30, 2013, or the date when all of the stock currently issued to the ASPP has been subscribed to.

7. How are Participants taxed on shares purchased in the ASPP?

The ASPP is not an employee stock purchase plan under Section 423 of the Internal Revenue Code of 1986, as amended. The discount on the stock purchased by Participants is taxable to the Participant at the time stock is purchased.

When a Participant withdraws its EIHI shares it may, subject to EIHI’s election to exercise its right of first refusal, receive either cash or certificated shares of EIHI stock. If EIHI repurchases the withdrawing Participant’s shares, the Participant is taxed on the difference between the pre-discount price per share and the sale price at the time the Participant receives cash for their shares. Such taxes are computed in accordance with the capital gains tax rules. If withdrawn EIHI shares are not repurchased but are instead certificated, the Participant will not be taxed on the withdrawn EIHI shares.

8. Do Participants receive stock dividends?

Participants have all the rights attendant to stock ownership, which includes the right to receive dividends. Dividends received may be reinvested in EIHI shares available under the ASPP, but any stock purchased with reinvested dividends is not subject to the discount or the quarterly or annual share limitations.

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9. How can Participants contact EIHI?

If you have any questions about the ASPP, this summary of rules and procedures, or any of the notices or forms, please do not hesitate to contact EIHI’s representative at:

EIHI Representative:	Mark Juba
Fax Number:	(717) 481-2702
E-mail:	mjuba@eains.com
Address:	Eastern Insurance Holdings, Inc.
	Attn: Mark Juba
	25 Race Avenue
	Lancaster, PA 17603-3179

5

EX-99.3

Exhibit 99.3

EASTERN INSURANCE HOLDINGS, INC.

2008 AGENCY STOCK PURCHASE PLAN

ENROLLMENT FORM

Use this form to enroll in the Eastern Insurance Holdings, Inc. 2008 Agency Stock Purchase Plan.

IF NOT TYPING, PLEASE PRINT CLEARLY USING A PEN

Agency Name:	Employer Identification Number (EIN):
Street Address:	Authorized Representative:
City:	Representative Phone Number:
State, ZIP Code:	Representative Fax Number:
Phone Number:	Representative E-Mail:

ACKNOWLEDGMENT AND ENROLLMENT AUTHORIZATION

I,                                     , hereby certify that I am the authorized representative of                                                                           (the “Agency”) and I am authorized to enroll on behalf of the Agency in the Eastern Insurance Holdings, Inc. 2008 Agency Stock Purchase Plan (“ASPP”).

I acknowledge and understand that this Enrollment Form entitles the Agency to subscribe to purchase shares of the common stock of Eastern Insurance Holdings, Inc. (“EIHI”) pursuant to the terms of the ASPP, and the Agency will submit an ASPP Subscription Form in accordance with the terms of the ASPP in order to purchase shares of EIHI common stock available under the ASPP.

I further acknowledge that the enrollment of the Agency in the ASPP does not create a contractual relationship of any kind between the Agency and EIHI other than for purposes of participation in the ASPP.

Authorized Agency Representative Signature:                    Date:                     

Please return or fax your completed Enrollment Form to:

EIHI Representative:	Mark Juba
Fax Number:	(717) 481-2702
E-mail:	mjuba@eains.com
Address:	Eastern Insurance Holdings, Inc.
	Attn: Mark Juba
	25 Race Avenue
	Lancaster, PA 17603-3179

EX-99.4

Exhibit 99.4

EASTERN INSURANCE HOLDINGS, INC.

2008 AGENCY STOCK PURCHASE PLAN

ELIGIBILITY NOTICE

You are receiving this notice to inform you that your insurance agency has been granted Eligible Agency status under the Eastern Insurance Holdings, Inc. 2008 Agency Stock Purchase Plan (the “ASPP”). The ASPP is a plan through which Eligible Agencies may purchase Eastern Insurance Holdings, Inc. (“EIHI”) common stock at a discount from fair market value. The ASPP is similar to an Employee Stock Purchase Plan under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”), but the ASPP is not a qualified plan under the Code. Included with this notice are a copy of the ASPP, a brief Summary of Rules and Procedures, and an Enrollment Form. Please review this notice, the ASPP, and the Summary of Rules and Procedures to familiarize yourself with the ASPP’s terms and conditions so your insurance agency can decide if it would like to enroll in the ASPP.

Eligible Agency Status

Being granted Eligible Agency status under the ASPP entitles your insurance agency to the right to enroll in the ASPP. Once your insurance agency enrolls in the ASPP it may subscribe to purchase shares of EIHI common stock at a discount from fair market value. The discount, effective July 1, 2008, is 10%. EIHI has reserved the right to increase or decrease the discount on a prospective basis at any time. Please review the ASPP provisions and the portion of the Summary of Rules and Procedures relating to Eligible Agency status. An Eligible Agency may have its Eligible Agency status revoked for failure to enroll within the first eight (8) enrollment periods following its receipt of this notice, and EIHI has the power to revoke an insurance agency’s Eligible Agency status for certain other reasons, in its discretion.

Enrolling in the ASPP

The ASPP and the enclosed Summary of Rules and Procedures explain the enrollment procedures, but we would like to make you aware of a few important dates and administrative issues:

• Your insurance agency may enroll during any Enrollment Period, but your insurance agency will lose Eligible Agency status if it does not enroll within the first eight (8) Enrollment Periods after you receive this notice.

• Enrollment Periods extend from the 15th to the last day of each March, June, September and December.

• Your insurance agency cannot subscribe to purchase shares under the ASPP unless and until your insurance agency enrolls in the ASPP.

If, after reviewing the enclosed documents, your insurance agency decides it would like to enroll in the ASPP, please return the enclosed Enrollment Form during an Enrollment Period. Upon enrolling in the ASPP, EIHI will create a participant account for your insurance agency which it will maintain until your insurance agency withdraws from the ASPP, loses Eligible Agency status, or the ASPP terminates.

If you would like to enroll, please return or fax your completed Enrollment Form to:

EIHI Representative:	Mark Juba
Fax Number:	(717) 481-2702
E-mail:	mjuba@eains.com
Address:	Eastern Insurance Holdings, Inc.
	Attn: Mark Juba
	25 Race Avenue
	Lancaster, PA 17603-3179

EX-99.5

Exhibit 99.5

EASTERN INSURANCE HOLDINGS, INC.

2008 AGENCY STOCK PURCHASE PLAN

WITHDRAWAL NOTICE

Use this form to withdraw from the Eastern Insurance Holdings, Inc. 2008 Agency Stock Purchase Plan.

IF NOT TYPING, PLEASE PRINT CLEARLY USING A PEN

Agency Name:	Employer Identification Number (EIN):
Street Address:	Authorized Representative:
City:	Representative Phone Number:
State, ZIP Code:	Representative Fax Number:
Phone Number:	Representative E-Mail:

ACKNOWLEDGMENT AND WITHDRAWAL AUTHORIZATION

I,                                                      , hereby certify that I am the authorized representative of                                                                                    (the Agency) for purposes of participation in the Eastern Insurance Holdings, Inc. 2008 Agency Stock Purchase Plan (ASPP), and I am requesting to withdraw shares of Eastern Insurance Holdings, Inc. (“EIHI”) common stock on the Agency’s behalf from the Agency’s participant account.

I certify that I have authority to request a withdrawal of shares of EIHI common stock and have read and understand the ASPP and its related notices, rules and procedures. I acknowledge and understand that EIHI has a right of first refusal to repurchase any shares being withdrawn. I further acknowledge and understand that any cash or certificated shares being distributed will be distributed directly to and in the name of the Agency. The Agency, acting by and through me, acknowledges and agrees to be bound by the withdrawal provisions of the ASPP.

Authorized Agency Representative Signature:                                         Date:                        

Please select the appropriate option below.

Withdrawal Type

¨ Complete                     ¨ Partial

If a partial withdrawal, how many shares are you withdrawing (enter a percentage or number of shares)?                     

Please note: Any shares being withdrawn from the ASPP are subject to EIHI’s right of first refusal to repurchase the shares being withdrawn. EIHI will notify the withdrawing agency whether EIHI is exercising its right of first refusal within fourteen (14) days of receiving this Withdrawal Notice. If EIHI elects to repurchase the shares being withdrawn, it will remit payment to the withdrawing agency within fourteen (14) days following the last day of the calendar quarter in which the withdrawal occurs. If you are making a complete withdrawal from the ASPP, the agency you represent will no longer be an “Eligible Agency” for purposes of enrolling and/or subscribing to the ASPP.

Please return or fax the completed Withdrawal Form to:

EIHI Representative:	Mark Juba
Fax Number:	(717) 481-2702
E-mail:	mjuba@eains.com
Address:	Eastern Insurance Holdings, Inc.
	Attn: Mark Juba
	25 Race Avenue
	Lancaster, PA 17603-3179

EX-99.6

Exhibit 99.6

EASTERN INSURANCE HOLDINGS, INC.

2008 AGENCY STOCK PURCHASE PLAN

RIGHT OF FIRST REFUSAL NOTICE

AND SHARE REPURCHASE FORM

Eastern Insurance Holdings, Inc. (“EIHI”), has received an Eastern Insurance Holdings, Inc. 2008 Agency Stock Purchase Plan (“ASPP”) Withdrawal Notice from                 (the “Agency”). This Right of First Refusal Notice and Share Repurchase Form (the “Form”) hereby notifies the Agency of EIHI’s election regarding its right of first refusal to repurchase the Agency’s shares of EIHI purchased under the terms of the ASPP. This Form further describes the Agency’s participant rights and the withdrawal procedures.

Withdrawal Rights and Procedures

Article 7 of the ASPP provides that EIHI has a right of first refusal to repurchase a participant’s shares of EIHI common stock upon withdrawal from the ASPP. EIHI may elect to repurchase all or a portion of the EIHI common stock a participant requests to withdraw from the ASPP and the participant is bound by EIHI’s election. Any shares that EIHI chooses not to repurchase will be certificated and distributed.

EIHI must make a distribution of cash and any certificated shares within fourteen (14) days following the last day of the calendar quarter in which the Agency has withdrawn. Any shares that EIHI repurchases are valued at the greater of either EIHI’s stock’s closing price on the date: (i) the Agency’s Withdrawal Notice was postmarked; or (ii) this Right of First Refusal Notice and Share Repurchase Form is postmarked.

If the Agency engaged in a “Complete Withdrawal” it is no longer a participant in the ASPP and its “Eligible Agency” status is revoked. The Agency may not re-enroll in the ASPP until EIHI again grants Eligible Agency status to the Agency. If the Agency engaged in a “Partial Withdrawal” it is still a participant in the ASPP and the remainder of the Agency’s participant account will be maintained by EIHI in accordance with the terms of the ASPP.

Participant Account Assets

Your participant account consists of the following assets:

¨ Cash in the amount of                     

¨                      shares of EIHI common stock

EIHI’s Repurchase Election

EIHI has elected to repurchase:

¨                      shares of the EIHI common stock being withdrawn (must be whole shares)

¨ $                     worth of the EIHI shares being withdrawn by the Agency

Please note: EIHI may repurchase only whole shares of stock being withdrawn. If EIHI’s election is expressed in a dollar amount, the actual amount distributed may be adjusted to reflect the actual cost of repurchasing a whole number of shares. Any amount entered above will first be used to purchase as many whole shares as possible, and any excess amount will be adjusted in EIHI’s discretion either upward to repurchase one (1) more whole share or downward to zero (0). If the amount indicated on this Form is greater than the cost of all the shares being distributed, the amount distributed to the Agency will be adjusted to reflect the actual cost of the shares.

If you have any questions, please review the ASPP and the Summary of Rules and Procedures that were included with your Eligibility Notice. If after reviewing those documents you still have any questions, please contact the following EIHI representative:

EIHI Representative:	Mark Juba
Fax Number:	(717) 481-2702
E-mail:	mjuba@eains.com
Address:	Eastern Insurance Holdings, Inc.
	Attn: Mark Juba
	25 Race Avenue
	Lancaster, PA 17603-3179

EX-99.7

Exhibit 99.7

EASTERN INSURANCE HOLDINGS, INC.

2008 AGENCY STOCK PURCHASE PLAN

TERMINATION NOTICE

Eastern Insurance Holdings, Inc. (“EIHI”), hereby notifies you that EIHI is exercising its explicitly reserved right to terminate the Eastern Insurance Holdings, Inc. 2008 Agency Stock Purchase Plan (“ASPP”) as of the                  day of             , 20__. This Termination Notice explains your rights and explains EIHI’s right of first refusal to repurchase the shares of EIHI common stock held in your participant account.

Participant Rights

As a participant in the ASPP, you have a participant account maintained by EIHI in which you may have cash, shares of EIHI common stock, or both. You are entitled to have the assets in your participant account distributed within fourteen (14) days following the last day of the calendar quarter in which the ASPP is terminated. As discussed below, EIHI has an absolute right of first refusal to repurchase any shares you may have in your participant account. You may not request to have the shares held in your participant account certificated and distributed. You may receive cash in lieu of all or a portion of the shares of EIHI common stock held in your participant account.

EIHI Rights and Obligations

EIHI has a right of first refusal to repurchase shares held in participants’ accounts. EIHI may purchase all or a portion of the shares of EIHI common stock held in each participant’s account. EIHI is bound by the following with respect to its right of first refusal.

• Shares of EIHI common stock being repurchased must be valued at the greater of the stock’s price per share on (i) the last day of the calendar quarter immediately preceding the calendar quarter in which the ASPP is terminated, or (ii) the date the ASPP is terminated.

• EIHI must remit payment to participants within fourteen (14) days following the last day of the calendar quarter in which the ASPP is terminated.

• Any shares of EIHI common stock which EIHI does not repurchase must be certificated and distributed to participants within fourteen (14) days following the last day of the calendar quarter in which the ASPP is terminated.

Additional Information

If you have any questions as to your participant rights, please review the ASPP and the Summary of Rules and Procedures which were provided with your Eligibility Notice. If you have any questions after reviewing the ASPP and the Summary of Rules and Procedures, please contact the following EIHI representative:

EIHI Representative:	Mark Juba
Fax Number:	(717) 481-2702
E-mail:	mjuba@eains.com
Address:	Eastern Insurance Holdings, Inc.
	Attn: Mark Juba
	25 Race Avenue
	Lancaster, PA 17603-3179