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CORRESP
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CORRESP

Michael K. Krebs

Direct Line: (617) 439-2288

Fax: (617) 310-9288

E-mail: mkrebs@nutter.com

 January 8, 2024

CONFIDENTIAL SUBMISSION

 U.S. Securities and
Exchange Commission

 Division of Corporation Finance

 100 F
Street, N.E.

 Washington, D.C. 20549

Attention:
 Michael Volley (volleym@sec.gov)

Michael Henderson (hendersonM@sec.gov)

James Lopez (lopezJ@sec.gov)

Madeleine Joy Mateo (mateom@sec.gov)

Re:
 Eastern Bankshares, Inc.

Registration Statement on Form S-4

Submitted November 13, 2023

CIK No. 0001810546

 File No. 333-275479

 Ladies and Gentlemen:

We are writing in response to your letter dated January 5, 2024, setting forth the comments of the staff of the Division of Corporation
Finance (the “Staff”) of the Securities and Exchange Commission on the above-referenced registration statement on Form S-4/A (the “Registration Statement”) filed by Eastern
Bankshares, Inc. (“Eastern”) on December 20, 2023. Eastern has considered the Staff’s comments and its responses are set forth below. To facilitate the Staff’s review, we have keyed Eastern’s responses to the
headings and numbered comments used in the Staff’s comment letter, which we have reproduced in bold print.

 In addition, we hereby
submit for the Staff’s preliminary review the attached redline changed pages to the draft of Amendment No. 2 to the Registration Statement (“Amendment No. 2”). The changed pages show the substantive
changes to the joint proxy statement/prospectus that Eastern intends to make in Amendment No. 2 in response to the Staff’s comments. (For the Staff’s convenience, the page references below are the pages in Amendment No. 2 where
we anticipate the disclosure will appear, and in parentheses are the page numbers that correlate to the attached redline changed pages, if different.)

 U.S. Securities & Exchange Commission

January 8, 2024

  Page
 2

 Amendment No. 1 to Registration Statement, dated December 20, 2023

Background of the Merger, page 57

1.
 We note your revised disclosure and response to prior comments 6 and 7. Please describe the “certain
preliminary assumptions” made by Eastern during the June 21, 2023 meeting and clarify the extent to which the assumptions and related financial modeling of the business combination were revised during the course of the negotiations.

 Eastern Response:

To address the Staff’s comments, Amendment No. 2 will include revised disclosures on pages 58 (59), 64 and 65 of the joint proxy
statement/prospectus to specify (1) the material assumptions underlying the financial model which had been prepared by Eastern’s senior management and which Eastern’s financial advisor (J.P. Morgan) discussed with Mr. Sheahan on
June 21, 2023, and (2) the last version of each of those assumptions before Eastern and Cambridge entered into the definitive merger agreement on September 19, 2023 (which assumptions also are stated in the investor presentation filed
as Exhibit 99.5 to Eastern’s Current Report on Form 8-K dated September 19, 2023).

 Certain
Stand-Alone Eastern Prospective Financial Information used by BofA Securities, page 89

2.
 We are unable to locate revised disclosure in response to prior comment 8. Please revise accordingly and
advise us the extent to which the extrapolated financial results incorporate recent volatility in interest rates.

Eastern Response:

Comment 8 stated:

8.
 Please advise us the extent to which the estimated long-term annual growth rates used to extrapolate
Eastern’s financial results for 2025 through 2029 are consistent with historical performance and incorporate recent volatility in interest rates. If the projections are not in line with historic operating trends, please advise us why the change
in trends is appropriate or assumptions are reasonable. Please similarly advise us regarding Cambridge’s extrapolated financial results on page 88.

We note that Amendment No. 1 includes disclosure on pages 89 and 90, respectively, confirming that the long-term annual growth rates used
to extrapolate Eastern’s and Cambridge’s financial results for 2025 through 2029 assume each is operating “in the ordinary course of business.” Eastern and Cambridge believe the long-term annual growth rates used to extrapolate
their respective financial results for 2025 through 2029 generally are consistent with their historical performance in recent years.

 U.S. Securities & Exchange Commission

January 8, 2024

  Page
 3

 The preparation of the extrapolations of Eastern’s and Cambridge’s financial
results for 2025 through 2029 did not make assumptions regarding specific interest rates. Eastern will add the following disclosure on page 90 (91) of Amendment No. 2:

Although the operating results and financial condition of Eastern and Cambridge, as well as many of their respective peer companies, were
adversely affected by the sharp increase in interest rates that generally began in March 2022 and continued through July 2023, BofA Securities and J.P. Morgan, at the direction and with the approval of Cambridge and Eastern, respectively, did not
make any assumptions about specific interest rates prevailing from time to time during the relevant projected periods as is customary in this context for purposes of preparing the extrapolations of the prospective information discussed below.

We also call the Staff’s attention to the following statement added in two places on page 90 of Amendment No. 1: “the cost of
cash was based on the Fed Funds forward curve and long-term FOMC Fed Funds target in the terminal year.” After further consideration, Eastern has decided it will delete these statements in Amendment No. 2. Eastern believes the assumption
is immaterial and potentially distracting for investors as it only relates to the financial impact of expenses incurred or foregone as a consequence of the merger. The draft disclosure in the immediately preceding paragraph best addresses the
Staff’s comment.

 Please also revise to provide a complete description of the projections provided to the financial advisors or
confirm, if true, that the projections provided were limited to the information in the first table on page 90.

 Eastern
Response:

 Cambridge has confirmed to Eastern that, with respect to Cambridge, BofA Securities used, at the direction and with the
approval of Cambridge’s management, the prospective financial information for Cambridge provided to BofA by Cambridge, which was limited to the information presented on page 90 of Amendment No. 1 under the heading “Certain Stand-Alone
Cambridge Prospective Financial Information used by BofA Securities.” The starting point for that prospective financial information was Cambridge’s budgets for 2023 and 2024. For the 2025 to 2029 period, Cambridge extrapolated from its
2024 budget making assumptions about balance sheet and earnings growth.

 U.S. Securities & Exchange Commission

January 8, 2024

  Page
 4

 We confirm that, at the direction and with the approval of Eastern’s management, with
respect to Cambridge, J.P. Morgan used the prospective financial information presented on page 90 of Amendment No. 1 under the heading “Certain Stand-Alone Cambridge Prospective Financial Information used by J.P. Morgan” for purposes
of J.P. Morgan’s opinion and in the financial analyses described in Amendment No. 1 under the heading “Opinion of Eastern’s Financial Advisor” beginning on page 79. Eastern has no recollection of having received, and in any
event neither Eastern generally, nor J.P. Morgan for purposes of its opinion and the financial analyses describe above, relied upon the prospective Cambridge information for the period 2025 to 2029 presented on page 90 of Amendment No. 1 under
the heading “Certain Stand-Alone Cambridge Prospective Financial Information used by BofA Securities”.

 Eastern Prospective
Financial Information

 We confirm that, at the direction and with the approval of Eastern’s management, with respect to Eastern,
J.P. Morgan used the prospective financial information presented on page 90 of Amendment No. 1 under the heading “Certain Stand-Alone Eastern Prospective Financial Information used by J.P. Morgan” for purposes of J.P. Morgan’s opinion
and in the financial analyses described in Amendment No. 1 under the heading “Opinion of Eastern’s Financial Advisor” beginning on page 79.

Cambridge has confirmed to Eastern that, with respect to Eastern, BofA Securities used, at the direction and with the approval of
Cambridge’s management, the prospective financial information presented on page 90 of Amendment No. 1 under the heading “Certain Stand-Alone Eastern Prospective Financial Information used by BofA Securities” for purposes of the
opinion of BofA Securities and in the financial analyses described in Amendment No. 1 under the heading “Opinion of Cambridge’s Financial Advisor” beginning on page 67.

Material U.S. Federal Income Tax Consequences, page 129

3.
 We note your response to prior comment 9. As short-form opinions are provided, please revise to state
clearly that the disclosure in the tax consequences section is the opinion of each named counsel. Currently the disclosure states that the discussion “is a summary” of the U.S. federal income tax consequences. The disclosure also states
that it is the opinion of counsel that the tax consequences “will generally be” as described.

Eastern Response:

To address the Staff’s comment, Eastern will revise its disclosures of the material U.S. federal income tax consequences on page 131 (132)
of Amendment No. 2 to state clearly, consistent with Staff Legal Bulletin No. 19 (CF), dated October 14, 2011, that the disclosure in the tax consequences section of the joint proxy statement/prospectus is the opinion of Nutter
McClennen & Fish and Hogan Lovells, respectively.

 Supplemental Requests

A.
 On a January 5, 2024 conference call between the Staff and our firm, the Staff asked Eastern to
advise the Staff why the disclosure of the impact of the sale of Eastern Insurance Group, LLC on Eastern’s tangible common equity (TCE) is different on pages 60 and 91, respectively, of Amendment No. 1 (i.e., $325 million vs. $365
million). The Staff asked for an explanation of this discrepancy, or a revised disclosure to address the discrepancy.

Eastern Response:

The assumed TCE increase of $325 million (on page 60 of Amendment No. 1) was an interim assumption as of late July/early August 2023.
The estimated TCE increase of $365 million (on page 91 of Amendment No. 1) reflects the final purchase price for Eastern Insurance and the estimated elimination of intangible assets attributable to Eastern Insurance.

 U.S. Securities & Exchange Commission

January 8, 2024

  Page
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 Eastern will add disclosure on pages 56 (57), 58 (59), 63 (64) and 66 (67) of Amendment
No. 2 to clarify that, when Eastern and Cambridge entered into the merger agreement, the estimated TCE increase was $365 million, which is consistent with the reference on page 91 of Amendment No. 1 to an estimated TCE increase of
$365 million.

B.
 Also, during the January 5, 2024 conference call, the Staff requested an update regarding the status
of regulatory applications and approvals with respect to the merger.

 Eastern Response:

The Company will revise its disclosures on pages 6, 21, 106 (107) and 110 (111) of Amendment No. 2 to indicate that Eastern anticipates
that all regulatory approvals will be received during the first quarter of 2024, and assuming receipt of the requisite shareholder approvals at the special meetings, Eastern and Cambridge believe it is likely the merger will be completed in early
April 2024.

 U.S. Securities & Exchange Commission

January 8, 2024

  Page
 6

 If you have any questions or require any additional information, please do not hesitate to
contact me at (617) 439-2288 or mkrebs@nutter.com.

Sincerely,

 /s/ Michael K. Krebs

Michael K. Krebs

 MKK:

cc:
 Mr. Robert F. Rivers

Chair and Chief Executive Officer

Eastern Bankshares, Inc.

Mr. James B. Fitzgerald

Chief Administrative Officer, Chief Financial Officer

Eastern Bankshares, Inc.

Kathleen C. Henry, Esq.

Executive Vice President, General Counsel and Corporate Secretary

Eastern Bankshares, Inc.

 Richard
A. Schaberg, Esq.

 Les B. Reese, III, Esq.

Hogan Lovells US LLP

Q.
 What are the material U.S. federal income tax consequences of the merger and the holdco merger to U.S.
holders of Cambridge common stock?

A.
 The merger and the holdco merger, taken together, are intended to qualify, and the obligations of the parties
to complete the merger are conditioned upon the receipt of a legal opinion from their respective counsel to the effect that the merger and the holdco merger, taken together, will qualify, as a reorganization within the meaning of Section 368 of
the Internal Revenue Code of 1986, as amended, which is referred to in this joint proxy statement/prospectus as the
“Code.” Cambridge’s shareholders generally will not
recognize gain or loss with respect to the Eastern common stock that they receive in the merger, except with respect to any cash they receive in lieu of receiving a fractional share of Eastern common stock. See “Material U.S. Federal Income Tax
Consequences of the Merger and the Holdco Merger” beginning on page 127 of this joint proxy statement/prospectus. This tax treatment may not apply to
all Cambridge shareholders. Determining the actual tax consequences of the merger and the holdco merger to Cambridge shareholders can be complicated and will depend on the particular circumstances of each Cambridge shareholder. Cambridge
shareholders should consult their own tax adviser for a full understanding of the mergers’ tax consequences that are particular to each shareholder.

Q.
 What are the interests of Cambridge’s executive officers and directors in the merger, if any?

A.
 In considering the recommendation of the board of directors of Cambridge to vote in favor of the proposal to
approve the merger agreement and the transactions contemplated thereby, including the merger, Cambridge’s shareholders should be aware that certain executive officers and directors of Cambridge have interests in the merger that are different
from, or in addition to, the interests of Cambridge’s other shareholders generally. These interests include (i) assumption and conversion of Cambridge equity awards into Eastern equity awards; (ii) rights of certain executive officers
under their existing Cambridge employment and change in control agreements; (iii) rights of certain executive officers under offer letters, severance benefits agreements and change in control agreements with Eastern Bank executed in connection
with the merger agreement; (iv) rights under the Cambridge ESOP; (v) prorated retainer payable to members of the board of directors of Cambridge; and (vi) rights to continued indemnification and insurance coverage by Eastern after the
merger for acts and omissions occurring before the merger. Upon completion of the merger, Denis Sheahan will become an Eastern director and Chief Executive
Officer, reporting to Robert Rivers, and three additional Cambridge directors selected by Eastern in consultation with Cambridge will become members of the board of directors of Eastern and Eastern Bank following the closing. The board of directors
of Cambridge was aware of these interests and considered them, among other matters, in approving the merger agreement and related transactions.

Q.
 When will the merger be completed?

A.
 Eastern and Cambridge expect the merger to close inanticipate that all regulatory approvals will be received during the first quarter of
2024, and assuming receipt of the requisite shareholder approvals at the special meetings, Eastern and Cambridge believe it is likely the merger will be completed in early
April 2024. However, neither Eastern nor Cambridge can predict the actual date on which the merger will be completed, or if the merger will be comp