AGREEMENT AND PLAN OF MERGER by and among Eastern Bank Corporation, Eastern Bank, Minuteman Acquisition Corp., MASSBANK Corp. and MASSBANK Dated as of March 10, 2008Agreement and Plan of Merger • March 12th, 2008 • Massbank Corp • State commercial banks • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of March 10, 2008 (this “Agreement”) is by and among Eastern Bank Corporation, a Massachusetts corporation (the “Buyer”), Eastern Bank, a Massachusetts-chartered savings bank and wholly owned subsidiary of Buyer (the “Buyer Bank”), Minuteman Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Buyer (the “Merger Sub”), MASSBANK Corp., a Delaware corporation (the “Company”), and MASSBANK, a Massachusetts-chartered savings bank and wholly owned subsidiary of the Company (the “Company Bank”).
AMENDMENT TO SHAREHOLDER RIGHTS AGREEMENTShareholder Rights Agreement • March 12th, 2008 • Massbank Corp • State commercial banks • Delaware
This Amendment to Shareholders Rights Agreement (the “Agreement”) is entered into as of March 10, 2008, by and between Massbank Corp. a Delaware corporation (the “Company”), and American Stock Transfer and Trust Company, a New York banking corporation (“AST”).
FORM OF VOTING AGREEMENTForm of Voting Agreement • March 12th, 2008 • Massbank Corp • State commercial banks • Delaware
This VOTING AGREEMENT (this “Agreement”) is dated as of March 10, 2008, by and between the undersigned holder (“Shareholder”) of one or more shares of common stock, par value $1.00 per share (“Company Common Stock”), of MASSBANK Corp., a Delaware corporation (the “Company”), and Eastern Bank Corporation, a Massachusetts corporation (“Buyer”). All capitalized terms used but not defined herein shall have the meanings assigned to them in the Merger Agreement (defined below).
