X0303 4 2008-09-03 1 0000799166 MASSBANK CORP MASB 0001235384 MARSHALL STEPHEN E C/O MASSBANK 123 HAVEN STREET READING MA 01867 1 0 0 0 Common Stock 2008-09-03 4 D 0 1348.296 40.00 D 0 D Phantom Stock 2008-09-03 4 D 0 1582.1319 40.00 D Common Stock 1582.1319 0 D Non-Qualfied Stock Option (right to buy) 27.6333 2008-09-03 4 D 0 1125 12.3667 D 2012-01-14 Common Stock 1125 0 D Non-Qualfied Stock Option (right to buy)) 28.44 2008-09-03 4 D 0 750 11.56 D 2013-01-20 Common Stock 750 0 D Non-Qualfied Stock Option (right to buy) 37.15 2008-09-03 4 D 0 1000 2.85 D 2015-01-17 Common Stock 1000 0 D Non-Qualfied Stock Option (right to buy) 32.80 2008-09-03 4 D 0 1000 7.20 D 2016-01-16 Common Stock 1000 0 D Non-Qualfied Stock Option (right to buy) 32.60 2008-09-03 4 D 0 1000 7.40 D 2017-01-15 Common Stock 1000 0 D Non-Qualfied Stock Option (right to buy) 36.15 2008-09-03 4 D 0 1000 3.85 D 2018-01-14 Common Stock 1000 0 D Each share of common stock was converted into the right to receive $40.00 in cash, without interest and less any applicable withholding taxes, pursuant to the Agreement and Plan of Agreement, dated March 10, 2008, by and among Eastern Bank Corporation, Eastern Bank, Minuteman Acquisition Corp., the issuer and MASSBANK (the "Merger Agreement"). These phantom stock units (issued pursuant to the Directors' Deferred Compensation Plan), each of which was the econocmic equivalent of one share of issuer common stock, were cancelled pursuant to a merger agreement by and among Eastern Bank Corporation, Eastern Bank, Mimuteman Acquisition Corp., the issuer and MASSBANK, in exchange for $40.00 per share of common stock underlying such phantom stock units in cash, without interest and less any applicable withholding taxes. This fully vested option was terminated and converted into the right to receive cash, less any applicable withholding taxes, the excess of $40.00 over the per share exercise price ($27.63333) applicable to this option mulitiplied by the number of shares of issuer common stock underlying this option pursuant to the Merger Agreement. This fully vested option was terminated and converted into the right to receive cash, less any applicable withholding taxes, the excess of $40.00 over the per share exercise price ($28.44) applicable to this option mulitiplied by the number of shares of issuer common stock underlying this option pursuant to the Merger Agreement. This fully vested option was terminated and converted into the right to receive cash, less any applicable withholding taxes, the excess of $40.00 over the per share exercise price ($37.15) applicable to this option mulitiplied by the number of shares of issuer common stock underlying this option pursuant to the Merger Agreement. This fully vested option was terminated and converted into the right to receive cash, less any applicable withholding taxes, the excess of $40.00 over the per share exercise price ($32.80) applicable to this option mulitiplied by the number of shares of issuer common stock underlying this option pursuant to the Merger Agreement. This fully vested option was terminated and converted into the right to receive cash, less any applicable withholding taxes, the excess of $40.00 over the per share exercise price ($32.60) applicable to this option mulitiplied by the number of shares of issuer common stock underlying this option pursuant to the Merger Agreement. This fully vested option was terminated and converted into the right to receive cash, less any applicable withholding taxes, the excess of $40.00 over the per share exercise price ($36.15) applicable to this option mulitiplied by the number of shares of issuer common stock underlying this option pursuant to the Merger Agreement. Stephen E. Marshall 2008-09-03