X0303 4 2008-09-03 1 0000799166 MASSBANK CORP MASB 0001134600 BRANDI GERARD H C/O MASSBANK CORP 123 HAVEN STREET READING MA 01867 1 1 0 0 President, Chairman & CEO Common Stock 2008-09-03 4 D 0 220636.426 40.00 D 0 D Common Stock 2008-09-03 4 D 0 31389.2921 40.00 D 0 I MASSBANK ESOP Incentive Stock Option (right to buy) 19.00 2008-09-03 4 D 0 3750 21.00 D 2010-01-17 Common Stock 3750 0 D Incentive Stock Option (right to buy) 20.6667 2008-09-03 4 D 0 1500 19.3333 D 2011-01-15 Common Stock 1500 0 D Incentive Stock Option (right to buy) 27.6333 2008-09-03 4 D 0 1500 12.3667 D 2012-01-14 Common Stock 1500 0 D Incentive Stock Option (right to buy) 28.44 2008-09-03 4 D 0 2500 11.56 D 2013-01-20 Common Stock 2500 0 D Incentive Stock Option (right to buy) 37.15 2008-09-03 4 D 0 2691 2.85 D 2015-01-17 Common Stock 2691 0 D Non-Qualified Stock Option (right to buy) 37.15 2008-09-03 4 D 0 309 2.85 D 2015-01-17 Common Stock 309 0 D Incentive Stock Option (right to buy) 32.80 2008-09-03 4 D 0 3000 7.20 D 2016-01-16 Common Stock 3000 0 D Incentive Stock Option (right to buy) 32.60 2008-09-03 4 D 0 3000 7.40 D 2017-01-15 Common Stock 3000 0 D Incentive Stock Option (right to buy) 36.15 2008-09-03 4 D 0 3000 3.85 D 2018-01-14 Common Stock 3000 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"). 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 ($19.00) 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 ($20.66667) 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 ($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. Gerard H. Brandi 2008-09-05