SecProbe.io

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 125 High Street
 Oliver Tower, Suite 901 Boston, MA
02110
 June 25, 2025
 VIA EDGAR U.S. Securities and Exchange Commission
 Division of Corporation Finance 100 F Street, N.E.
 Washington, D.C. 20549 Attention: Madeleine Joy Mateo
( mateom@sec.gov )

 Re:

 Eastern Bankshares, Inc. Registration Statement on Form S-4 CIK No. 0001810546 File No. 333-288117 Request for
Acceleration
 Ladies and Gentlemen:
 Reference is made to the Registration Statement on Form S-4 (File
 No. 333-288117) filed by Eastern Bankshares, Inc. (the “ Company ”) with the U.S. Securities and Exchange Commission (the “ Commission ”) on June 17, 2025, as amended
(the “ Registration Statement ”). The Company hereby requests that the Registration Statement be made effective at
8:00 a.m. Eastern Time on Friday, June 27, 2025, or as soon as possible thereafter, in accordance with Rule 461 of the General Rules and Regulations promulgated under the U.S. Securities Exchange Act of 1933, as amended.
 Please contact Michael K. Krebs of Nutter, McClennen & Fish, LLP at (617) 439-2288 or by
email at mkrebs@nutter.com with any questions you may have concerning this request. Please notify Mr. Krebs when this request for acceleration has been granted.

 Sincerely,

 EASTERN BANKSHARES, INC.

 By:

 /s/ Kathleen C. Henry

 Name:

 Kathleen C. Henry

 Its:

 Executive Vice President, General Counsel and Corporate Secretary

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 18, 2025

R. David Rosato
Chief Financial Officer
Eastern Bankshares, Inc.
125 High Street
Boston, MA 02110

 Re: Eastern Bankshares, Inc.
 Registration Statement on Form S-4
 Filed June 17, 2025
 File No. 333-288117
Dear R. David Rosato:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Madeleine Joy Mateo at 202-551-3465 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Michael Krebs, Esq.
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
January 22, 2024
James Fitzgerald
Chief Financial Officer
Eastern Bankshares, Inc.
265 Franklin Street
Boston, MA 02110
Re:Eastern Bankshares, Inc.
Form 10-K for the year ended December 31, 2022
File No. 001-39610
Dear James Fitzgerald:
            We have completed our review of your filings. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Michael K. Krebs

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 January 11, 2024

VIA EDGAR

 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

 CIK No. 0001810546

 File No. 333-275479

 Request for Acceleration

Ladies and Gentlemen:

 Reference is made to the
Registration Statement on Form S-4 (File No. 333-275479) filed by Eastern Bankshares, Inc. (the “Company”) with the U.S. Securities and Exchange
Commission (the “Commission”) on November 13, 2023, as amended (the “Registration Statement”).

 The
Company respectfully requests that the Registration Statement be made effective at 4:00 p.m. Eastern Time on Friday, January 12, 2024, or as soon as possible thereafter, in accordance with Rule 461 of the General Rules and Regulations
promulgated under the U.S. Securities Exchange Act of 1933, as amended.

 Please contact Michael K. Krebs of Nutter, McClennen &
Fish, LLP at (617) 439-2288 or by email at mkrebs@nutter.com with any questions you may have concerning this request. Please notify Mr. Krebs when this request for acceleration has been granted.

Sincerely,

EASTERN BANKSHARES, INC.

By:

 /s/ Kathleen C. Henry

Name:

Kathleen C. Henry

Its:

Executive Vice President, General Counsel and Corporate Secretary

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 Michael K. Krebs

 Direct Line: (617) 439-2288

 Fax: (617) 310-9288

E-mail: mkrebs@nutter.com

 January 11, 2024

CONFIDENTIAL SUBMISSION

 U.S. Securities and
Exchange Commission

 Division of Corporation Finance

 100 F
Street, N.E.

 Washington, D.C. 20549

Attention:
 James Lopez (lopezJ@sec.gov)

 Michael Volley (volleym@sec.gov)

 Michael Henderson (hendersonM@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 10, 2024, setting forth the supplemental comment 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 supplemental comment and its response is set forth below.

 In addition, we hereby submit Amendment No. 2 to the
Registration Statement (“Amendment No. 2”), which Eastern has revised in response to the Staff’s comment letters dated January 5, 2024 and January 10, 2024 and to update other disclosures.

Response Letter dated January 8, 2024

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

1.
 We note the statement in response to comment two that the financial advisors did not make any assumptions
about “specific interest rates prevailing from time to time.” It is still unclear whether the projections or financial advisor opinions included underlying

 U.S. Securities & Exchange Commission

January 11, 2024

  Page
 2

assumptions about interest rates, for example, any general trends or ranges of interest rates. Additionally, we note you state that certain sentences will be deleted because “the
assumption is immaterial.” With a view to clarifying disclosure about underlying assumptions, advise us if any assumptions about general trends or ranges of Fed Funds rates or deposit-rate sensitivities were used.

 Eastern Response:

To address the Staff’s comments, Eastern has added disclosures on page 90 of the preliminary joint proxy statement/prospectus in Amendment
No. 2 to provide greater specificity regarding the assumptions made (and not made) in preparing the prospective financial information in the section titled “Certain Unaudited Prospective Financial Information” beginning on page 88 of
Amendment No. 2.

 Upon further consideration, Eastern has chosen not to delete the statement “the cost of cash was based on the
Fed Funds forward curve and long-term FOMC Fed Funds target in the terminal year” which appeared twice in Amendment No. 1 to the Registration Statement. Instead, Eastern has added disclosure on page 91 of Amendment No. 2 to put the
statement in context and to specify the Fed Funds forward curve and long-term FOMC Fed Funds target used.

 At the Staff’s request,
Eastern hereby confirms for itself, and as authorized by Cambridge for Cambridge, that Cambridge and Eastern, as well as BofA Securities and J.P. Morgan, at the direction and with the approval of Cambridge and Eastern, respectively, did not make any
assumption about general trends or ranges of Fed Funds rates or deposit-rate sensitivities when preparing the extrapolations presented in the Certain Unaudited Prospective Financial Information section.

 U.S. Securities & Exchange Commission

January 11, 2024

  Page
 3

 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

United States securities and exchange commission logo
January 10, 2024
Robert F. Rivers
Chief Executive Officer
Eastern Bankshares, Inc.
265 Franklin Street
Boston, MA 02110
Re:Eastern Bankshares, Inc.
Amendment No. 1 to Registration Statement on Form S-4
Response dated January 8, 2024
File No. 333-275479
Dear Robert F. Rivers:
            We have reviewed your response dated January 8, 2024 and have the following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our January 5, 2024 letter.
Response Letter Dated January 8, 2024
Certain Stand-Alone Eastern Prospective Financial Information Used by BofA Securities, page
89
1.We note the statement in response to comment two that the financial advisors did not
make any assumptions about "specific interest rates prevailing from time to time." It is
still unclear whether the projections or financial advisor opinions included
underlying assumptions about interest rates, for example, any general trends or ranges
of interest rates. Additionally, we note you state that certain sentences will be deleted
because "the assumption is immaterial." With a view to clarifying disclosure about
underlying assumptions, advise us if any assumptions about general trends or ranges of
Fed Funds rates or deposit-rate sensitivities were used.
            Please contact Michael Henderson at 202-551-3364 or Michael Volley at 202-551-3437
if you have questions regarding comments on the financial statements and related matters. Please

 FirstName LastNameRobert F. Rivers
 Comapany NameEastern Bankshares, Inc.
 January 10, 2024 Page 2
 FirstName LastName
Robert F. Rivers
Eastern Bankshares, Inc.
January 10, 2024
Page 2
contact Madeleine Joy Mateo at 202-551-3465 or James Lopez at 202-551-3536 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Michael K. Krebs

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 January 9, 2024

 VIA EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance, Office of Finance

 Washington,
D.C. 20549

 Attention:         Sarmad Makhdoom

                         Michael
Henderson

                         Madeleine
Joy Mateo

                         James
Lopez

             Re:
      Eastern Bankshares, Inc.

                        Form 10-K for the year ended December 31, 2022

                        Form 10-Q for the quarter ended September 30, 2023

                        File No. 001-39610

 Ladies and Gentlemen:

 Reference is made to your letter, dated January 5, 2024 (the
“Comment Letter”), regarding comments made by the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the above referenced Annual Report on Form 10-K for the year ended December 31, 2022, Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 and our prior response letter dated
December 20, 2023. This letter repeats the comment in the Staff’s Comment Letter in bolded typeface followed by a response prepared by Eastern Bankshares, Inc. (the “Company”) together with our legal representatives. We have also
sent to your attention via email courtesy copies of this letter.

Response Letter Dated January 5, 2024

1.  We note your draft disclosure references management’s belief that interest rate derivative
financial instruments provide significant protection against falling interest rates. In light of increases in interest rates during the periods covered by your annual and quarterly reports, please revise your draft risk management discussion to
further clarify whether and how derivatives are used to manage risk due to other interest rate environments, including any material adjustments to the strategy due to recent increases in interest rates. Additionally, please clarify whether the
simulation and EVE model outputs reflect such use of derivatives.

Company Response:

In response to your request for additional disclosure dated January 5, 2024, we plan to include additional language substantially
similar to the language contained in Exhibit A for the Company’s upcoming Form 10-K for the year ended December 31, 2023. This language clarifies that the $2.4 billion in notional value of
receive-fixed interest rate swap agreements on floating-rate loans to limit our exposure to downward rate scenarios constitute the entirety of our current hedge portfolio and also describes other hedging strategies that we may evaluate as a result
of changes in market rates or our risk exposure. The Company has not made any material adjustment to its strategy regarding the use of derivatives to manage risk due to other interest rate environments, such as a rising rate environment similar to
what the Company experienced generally beginning in March 2022 and continuing through July 2023. In addition, the revised disclosure on Exhibit A clarifies that the simulation and economic value of equity (“EVE”) model outputs reflect the
impact of our interest rate derivatives designated as hedging instruments.

 Should you require additional information, please do
not hesitate to contact me at 781-598-7831.

Sincerely,

 James Fitzgerald

Chief Financial Officer

 Eastern Bankshares, Inc.

265 Franklin Street

 Boston, MA 02110

 Enclosures (Exhibit A)

 Management of Market Risk

General. Market risk is the sensitivity of the net present value of assets and liabilities and/or income to changes in interest
rates, foreign exchange rates, commodity prices and other market-driven rates or prices. Interest rate sensitivity is the most significant market risk to which we are exposed. Interest rate risk is the sensitivity of the net present value of assets
and liabilities and/or income to changes in interest rates. Changes in interest rates, as well as fluctuations in the level and duration of assets and liabilities, affect net interest income, our primary source of income. Interest rate risk arises
directly from our core banking activities. In addition to directly impacting net interest income, changes in the level of interest rates can also affect the amount of loans originated, the timing of cash flows on loans and securities, and the fair
value of assets and liabilities, as well as other effects.

 Governance. The primary goal of interest rate risk management is
to attempt to control this risk within policy limits approved by the Risk Management Committee of our Board of Directors, and within the Risk Appetite Statement formally adopted by the Board of Directors and described further below. These limits
reflect our tolerance for interest rate risk over both short-term and long-term horizons, are designed to encompass market rate shocks that would take place with both gradual and immediate effect and encompass a range of scenarios from mild to
extreme market shocks. More specifically, and as further described below, our policy limits govern:

•

 The maximum amount of acceptable earnings loss due to market risk in year one of a two-year earnings simulation,
determined by net interest income analysis.

•

 The maximum amount of acceptable earnings loss due to market risk in year two of a two-year earnings simulation,
determined by net interest income analysis.; and

•

 The maximum amount of acceptable decline in the present value of equity due to market risk, determined by
economic value of equity analysis.

•

 The maximum acceptable size of the investment portfolio relative to total assets.

•

 Concentration limits on investment asset type to ensure appropriate portfolio diversification.

•

 Maximum maturity and weighted average life per security at time of purchase in both a base case and a shocked
rate scenario to measure extension risk.

•

 The maximum acceptable duration of the investment and hedging derivatives portfolio.; and

•

 Guidelines on accounting classification of securities including held for trading, available for sale and held to
maturity.

 Policy limits are tested quarterly, and the results are reported to the Asset and Liability Management
Committee (“ALCO”) and to the Risk Management Committee of the Board of Directors (“RMC”). RMC advises the Board of Directors with respect to the adequacy of capital allocated based on the level of risk as well as risk issues
that could impact liquidity and/or capital adequacy. From time to time, we expect we will exceed policy limits, in which case we may seek corrective action after considering, among other things, market conditions, customer reaction, and the
estimated impact on profitability. A remediation plan will be presented to ALCO, Enterprise Risk Management Committee (“ERMC”) and RMC that carefully outlines the proposed corrective action.

We attempt to manage interest rate risk by identifying, quantifying, and where appropriate, hedging our exposure to market risk. If assets and
liabilities do not re-price simultaneously and in equal volume, the potential for interest rate exposure exists. Our objective is to maintain stability in the growth of net interest income through the maintenance of an appropriate mix of
interest-earning assets and interest-bearing liabilities and, when necessary and within limits that management determines to be prudent, through the use of off-balance sheet hedging instruments including, but not limited to, interest rate swaps,
floors and caps.

 Our asset-liability management strategy is devised and monitored by our ALCO, a subcommittee of the ERMC, in accordance
with policies approved by the RMC. ALCO operates under a charter developed and approved by the ERMC. ALCO meets at least monthly, or more frequently as needed, to review, among other things, our sensitivity to interest rate changes, loan pricing and
activity, investment activity and strategy, hedging strategies, deposit pricing and funding strategies with respect to overall balance sheet composition, as well as earnings simulations over multiple years. ALCO may meet more frequently if there are
changes in the economic environment, such as rapid increases or decreases in interest rates due to or as a result of exogenous or unknown factors so that ALCO can make any necessary strategic adjustments to ensure risk is well-managed. ALCO’s
membership is comprised of executive management of the Company, and representatives from various lines of business are in regular attendance, including representation from Enterprise Risk Management (“ERM”). ALCO reports regularly to RMC
on these risks and objectives with independent oversight and reporting from our Financial and Model Risk Management group within ERM.

 1

 As a company offering banking and other financial services, certain elements of risk are
inherent in our transactions and operations and are present in the business decisions we make. We, therefore, encounter risk as part of the normal course of our business, and we design risk management processes to help manage these risks. In its
oversight of our risk management framework, the Board of Directors has adopted a formal Risk Appetite Statement (“RAS”) which defines the aggregate level of risk and the types of risk the Company is willing to assume to achieve its
corporate strategy and objectives. The Board ensures that approved policy limits, as described further above, conform to stated risk appetite. The Board monitors, on at least a quarterly basis, a set of key risk metrics, including those, but not
limited to those, pertaining to market risk. Monitoring these metrics ensures that management is operating within the Board’s stated risk appetite, can help to identify trends in risk profile or emerging risks over time, and where applicable,
determine where adjustments may be required to business strategy or tactics. Within our risk management framework, the functional responsibilities of risk management are divided into a tiered model, involving three lines of defense:

1.
 The Finance Department to which primary market risk ownership belongs including monitoring and tracking of
risk, model development and maintenance, and execution of strategy and tactics to mitigate market risk.

2.
 The ERM Department which conducts independent risk and controls assessments to ensure appropriate risk
identification, management, and reporting. The Model Risk Management group (“MRM”) within ERM is responsible for independent oversight of models used to measure market risk, including model and assumption implementation, development, and
effectiveness.; and

3.
 The Internal Audit Department which independently assesses the operating effectiveness of the first- and
second-line processes and controls.

 Comments on Recent Developments. As noted in the earlier section
titled “Outlook and Trends” and the later section titled “Liquidity, Capital Resources, Contractual Obligations, Commitments and Contingencies” in this Item 7, we completed a balance sheet repositioning during
the first quarter of 2023 by selling a portion of our AFS investment securities portfolio for total proceeds of $1.9 billion. Such securities were lower-yielding U.S. Agency bonds and government-sponsored residential and commercial mortgage-backed
securities which were purchased when interest rates were historically low. In addition, as noted in the earlier section titled “Outlook and Trends” within this Item 2, we completed the sale of our insurance agency business in
the fourth quarter of 2023 for net proceeds of $499.7 million. Prior to the sales of securities and of our insurance agency business, we placed greater reliance on wholesale funding, including brokered deposits, to meet our loan-growth needs which
have a higher cost than deposits originating within the markets we serve and are not our preferred sources of funding. Subsequent to such sales, a portion of the proceeds of which were used to reduce our wholesale funding balances, our reliance on
such funding sources is lessened as we believe we have a stronger liquidity position.

 As noted within the section
titled “Outlook and Trends” within this Item 7, beginning in March 2022, the Federal Open Market Committee (“FOMC”) voted to increase the federal funds rate multiple times from a range of 0.00% to 0.25%
to a range of 5.25% to 5.50% on July 26, 2023, when the FOMC stated that it will continue to assess additional information and its implications for monetary policy. Our market risk management framework is designed for the potential for such
rapid changes in interest rates, by establishing policy limits on such rapid shocks and periodically back-testing modeled to actual results. Back-testing of top-line results as well as key assumptions is performed against established thresholds as
part of our ongoing monitoring governance of our models and results are reported to ALCO and MRM. Should back-testing results exceed established performance thresholds, the model and underlying assumptions will be reviewed for recalibration.

Net Interest Income Analysis. We analyze our sensitivity to changes in interest rates through a net interest income
(“NII”) model. We model our NII over a 12-month and 24-month period assuming no changes in interest rates and a static balance sheet, where cash flows from financial assets and liabilities are replaced with new business of similar terms at
current rates. The impact of our interest rate derivatives designated as hedging instruments are included in the model
results. We then model NII for the same period under the assumption that market rates increase and decrease instantaneously by certain basis point increments, which vary by period depending upon
market conditions, with changes in interest rates representing immediate and permanent, parallel shifts in the yield curve. A basis point equals one-hundredth of one percent, and 100 basis points equals one percent. An increase in interest rates
from 3% to 4% would mean, for example, a 100 basis point increase in the “Changes in Interest Rates” column in the table below.

 2

 Many assumptions are made in the modeling process for both NII and economic value of equity
(“EVE”, discussed further below), including but not limited to the repricing and maturity characteristics of existing and new business, loan and security prepayments, administered deposit rate betas, duration of deposits without stated
maturity dates, and other option risks. Management believes these assumptions to be reasonable for the various interest rate environments modeled, however, differences in actual results from these assumptions could change our exposure to interest
rate risk. The models assume that the composition of our interest-sensitive assets and liabilities existing at the beginning of a period remains constant over the period being measured and assume that a particular change in interest rates is
reflected uniformly across the yield curve regardless of the duration or repricing of specific assets and liabilities. Additionally, the model requires that interest rates remain positive for all points along the yield curve for each rate scenario
which may preclude the modeling of certain falling rate scenarios during periods of lower market interest rates. We do not model negative interest rate scenarios.

Because of the limitations inherent in any modeling approach used to measure market risk, including NII and EVE sensitivity analysis, and
because, in the event of changes in interest rates, management would take active steps to manage interest rate risk exposure among its financial assets and liabilities, modeling results, including those discussed in “Interest Rate
Sensitivity” and “EVE Interest Rate Sensitivity” below, should not be relied upon as a forecast of actual NII or EVE, nor should they be interpreted as management’s expectations of actual results in the event of such interest
rate fluctuations. The tables provide an indication of our interest rate risk exposure at a

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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
 5

 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

United States securities and exchange commission logo
January 5, 2024
James Fitzgerald
Chief Financial Officer
Eastern Bankshares, Inc.
265 Franklin Street
Boston, MA 02110
Re:Eastern Bankshares, Inc.
Form 10-K for the year ended December 31, 2022
Form 10-Q for the quarter ended September 30, 2023
Response dated December 20, 2023
File No. 001-39610
Dear James Fitzgerald:
            We have reviewed your December 20, 2023 response to our comment letter and have the
following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our December 11,
2023 letter.
Response Letter Dated December 20, 2023
General
1.We note your draft disclosure references management's belief that interest rate derivative
financial instruments provide significant protection against falling interest rates. In light
of increases in interest rates during the periods covered by your annual and quarterly
reports, please revise your draft risk management discussion to further clarify whether and
how derivatives are used to manage risk due to other interest rate environments, including
any material adjustments to the strategy due to recent increases in interest rates.
Additionally, please clarify whether the simulation and EVE model outputs reflect such
use of derivatives.
            Please contact Sarmad Makhdoom at 202-551-5776 or Michael Henderson at 202-551-

 FirstName LastNameJames Fitzgerald
 Comapany NameEastern Bankshares, Inc.
 January 5, 2024 Page 2
 FirstName LastName
James Fitzgerald
Eastern Bankshares, Inc.
January 5, 2024
Page 2
3364 if you have questions regarding comments on the financial statements and related
matters. Please contact Madeleine Joy Mateo at 202-551-3465 or James Lopez at 202-551-3536
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Michael K. Krebs

CORRESP
1
filename1.htm

CORRESP

 265 Franklin Street

Boston, MA 02110-3120

easternbank.com

 December 20, 2023

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance, Office of Finance

Washington, D.C. 20549

Attention:     Sarmad Makhdoom

Michael Henderson

Madeleine Joy Mateo

James Lopez

Re:      Eastern Bankshares, Inc.

Form 10-K for the year ended December 31, 2022

Form 10-Q for the quarter ended September 30, 2023

File No. 001-39610

Ladies and Gentlemen:

 Eastern Bankshares, Inc.
(the “Company”), provides this letter in response to your correspondence dated December 11, 2023, requesting additional information regarding the disclosure under the caption “Management of Market Risk” on the Company’s
Form 10-Q for the quarter ended September 30, 2023.

 This letter repeats the comment in the
Staff’s letter in bolded typeface followed by a response prepared by management of the Company together with our legal representatives. We have also sent to your attention courtesy copies of this letter.

Quarterly Report on Form 10-Q for the quarterly period ended September 30,
2023

 Management of Market Risk, page 98

1.
 We note the reference on page 98 to “limits approved by the Risk Management Committee of [the] Board of
Directors.” Please revise future filings to include a materially complete description of how you seek to manage risks due to changes in interest rates and other material impacts on your operational facts and circumstances, including any
management or corporate governance controls or procedures for identifying and responding to rapid changes in interest rates due to or as a result of exogenous or unknown factors. Please clarify the Risk Management Committee- or ALCO-approved limits
and, with a view to disclosure, advise us of the extent to which the committees have approved risk profiles that do not conform to management and Board risk tolerances. Clarify the extent to which such limits and other policies and controls have
been changed due to the economic and other developments referenced elsewhere.

 Company Response:

In response to your request for additional disclosure, we plan to include language substantially similar to the language contained in Exhibit A
for the Company’s upcoming Form 10-K for the year ending December 31, 2023. In addition to this language, we intend to disclose the quantitative policy limits associated with the results of the
simulated changes in our net interest income and economic value of equity

 265 Franklin Street

Boston, MA 02110-3120

easternbank.com

that would result from various immediate changes in market interest rates as shown on the Interest Rate Sensitivity and the EVE Interest Rate Sensitivity tables on pages 100 and 101,
respectively, of the Company’s Form 10-Q for the quarter ended September 30, 2023. For September 30, 2023, all simulation results were within policy limits. A subset of these limits is also
included in the Company’s Risk Appetite Statement (“RAS”). The RAS documents risk tolerance, which is defined as the aggregate level of risk and the type of risk that the Company is willing to assume to achieve its corporate strategy
and objectives. The RAS is reviewed and approved by executive management, and reviewed and ratified by the Board of Directors on an annual basis. Quarterly, a risk report is generated to measure current risk compared to the RAS. The Enterprise Risk
Management Committee is charged with regularly reviewing the risk report and responsible for providing quarterly reporting to the Board of Directors. If risk exceeds the Company’s stated risk appetite, corrective action may be necessary to
bring risk metrics back within risk tolerance. Currently market risk is deemed to be within tolerance.

 With regard to changes of limits
and policies due to recent developments, the Company’s Finance unit, in consultation with the Company’s Enterprise Risk Management, developed proposed changes to Eastern’s Investment Policy to reduce the Company’s exposure to
market risk. These changes were subsequently approved in July 2023 by the Asset Liability Committee and the Risk Management Committee of the Board of Directors, and then made available to the full Board of Directors:

•

 The total investment portfolio should be targeted to not exceed 25% of total assets to limit overall
concentration risk. If liquidity levels exceed that, excess funding should remain in cash or in short term securities (maturities less than 1 year). Previously, there had been no limit to the size of the investment portfolio.

•

 The duration of the investment portfolio, combined with the duration of balance sheet hedges, cannot be greater
than 5 years. This is a reduction from the previous limit of 6 years.

•

 US Agency Residential Mortgaged-Backed Securities (“MBS”)
non-Collateralized Mortgage Obligation (“CMO”) portfolio concentration limit was reduced from 90% to 60% of the Company’s total investment portfolio. US Agency Residential MBS CMO portfolio
concentration limit was reduced from 40% to 30% of the Company’s total investment portfolio.

 Should you require additional
information, please do not hesitate to contact me at 781-598-7831.

Sincerely,

 /s/ James Fitzgerald

James Fitzgerald

 Chief Financial Officer

Eastern Bankshares, Inc.

 265 Franklin Street

Boston, MA 02110

 Enclosures (Exhibit A)

 Management of Market Risk

General. Market risk is the sensitivity of the net present value of assets and liabilities and/or income to changes in interest
rates, foreign exchange rates, commodity prices and other market-driven rates or prices. Interest rate sensitivity is the most significant market risk to which we are exposed. Interest rate risk is the sensitivity of the net present value of assets
and liabilities and/or income to changes in interest rates. Changes in interest rates, as well as fluctuations in the level and duration of assets and liabilities, affect net interest income, our primary source of income. Interest rate risk arises
directly from our core banking activities. In addition to directly impacting net interest income, changes in the level of interest rates can also affect the amount of loans originated, the timing of cash flows on loans and securities, and the fair
value of assets and liabilities, as well as other effects.

 Governance. The primary goal of interest rate risk management is
to attempt to control this risk within policy limits approved by the Risk Management Committee of our Board of Directors, and within the Risk Appetite Statement formally adopted by the Board of Directors and described further below.

These limits reflect our tolerance for interest rate risk over both short-term and long-term horizons, are designed to encompass market rate
shocks that would take place with both gradual and immediate effect and encompass a range of scenarios from mild to extreme market shocks. More specifically, and as further described below, our policy limits govern:

•

 The maximum amount of acceptable earnings loss due to market risk in year one of a
two-year earnings simulation, determined by net interest income analysis.

•

 The maximum amount of acceptable earnings loss due to market risk in year two of a
two-year earnings simulation, determined by net interest income analysis.; and

•

 The maximum amount of acceptable decline in the present value of equity due to market risk, determined by
economic value of equity analysis.

•

 The maximum acceptable size of the investment portfolio relative to total assets.

•

 Concentration limits on investment asset type to ensure appropriate portfolio diversification.

•

 Maximum maturity and weighted average life per security at time of purchase in both a base case and a shocked
rate scenario to measure extension risk.

•

 The maximum acceptable duration of the investment and hedging derivatives portfolio.; and

•

 Guidelines on accounting classification of securities including held for trading, available for sale and held to
maturity.

 Policy limits are tested quarterly, and the results are reported to the Asset and Liability Management
Committee (“ALCO”) and to the Risk Management Committee of the Board of Directors (“RMC”). RMC advises the Board of Directors with respect to the adequacy of capital allocated based on the level of risk as well as risk issues
that could impact liquidity and/or capital adequacy. From time to time, we expect we will exceed policy limits, in which case we may seek corrective action after considering, among other things, market conditions, customer reaction, and the
estimated impact on profitability. A remediation plan will be presented to ALCO, Enterprise Risk Management Committee (“ERMC”) and RMC that carefully outlines the proposed corrective action.

We attempt to manage interest rate risk by identifying, quantifying, and where appropriate, hedging our exposure to market risk. If assets and
liabilities do not re-price simultaneously and in equal volume, the potential for interest rate exposure exists. Our objective is to maintain stability in the growth of net interest income through the
maintenance of an appropriate mix of interest-earning assets and interest-bearing liabilities and, when necessary and within limits that management determines to be prudent, through the use of off-balance
sheet hedging instruments including, but not limited to, interest rate swaps, floors and caps.

 Our asset-liability management strategy is
devised and monitored by our ALCO, a subcommittee of the ERMC, in accordance with policies approved by the RMC. ALCO operates under a charter developed and approved by the ERMC. ALCO meets at least monthly, or more frequently as needed, to review,
among other things, our sensitivity to interest rate changes, loan pricing and activity, investment activity and strategy, hedging strategies, deposit pricing and funding strategies with respect to overall balance sheet composition, as well as
earnings simulations over multiple years. ALCO may meet more frequently if there are changes in the economic environment, such as rapid increases or decreases in interest rates due to or as a result of

 1

exogenous or unknown factors so that ALCO can make any necessary strategic adjustments to ensure risk is well-managed. ALCO’s membership is comprised of executive management of the Company,
and representatives from various lines of business are in regular attendance, including representation from Enterprise Risk Management (“ERM”). ALCO reports regularly to RMC on these risks and objectives with independent oversight and
reporting from our Financial and Model Risk Management group within ERM.

 As a company offering banking and other financial services,
certain elements of risk are inherent in our transactions and operations and are present in the business decisions we make. We, therefore, encounter risk as part of the normal course of our business, and we design risk management processes to help
manage these risks. In its oversight of our risk management framework, the Board of Directors has adopted a formal Risk Appetite Statement (“RAS”) which defines the aggregate level of risk and the types of risk the Company is willing to
assume to achieve its corporate strategy and objectives. The Board ensures that approved policy limits, as described further above, conform to stated risk appetite. The Board monitors, on at least a quarterly basis, a set of key risk metrics,
including those, but not limited to those, pertaining to market risk. Monitoring these metrics ensures that management is operating within the Board’s stated risk appetite, can help to identify trends in risk profile or emerging risks over
time, and where applicable, determine where adjustments may be required to business strategy or tactics.

 Within our risk management
framework, the functional responsibilities of risk management are divided into a tiered model, involving three lines of defense:

1.
 The Finance Department to which primary market risk ownership belongs including monitoring and tracking of
risk, model development and maintenance, and execution of strategy and tactics to mitigate market risk.

2.
 The ERM Department which conducts independent risk and controls assessments to ensure appropriate risk
identification, management, and reporting. The Model Risk Management group (“MRM”) within ERM is responsible for independent oversight of models used to measure market risk, including model and assumption implementation, development, and
effectiveness.; and

3.
 The Internal Audit Department which independently assesses the operating effectiveness of the first- and
second-line processes and controls.

 Comments on Recent Developments. As noted in the earlier section
titled “Outlook and Trends” and the later section titled “Liquidity, Capital Resources, Contractual Obligations, Commitments and Contingencies” in this Item 7, we completed a balance sheet repositioning during the
first quarter of 2023 by selling a portion of our AFS investment securities portfolio for total proceeds of $1.9 billion. Such securities were lower-yielding U.S. Agency bonds and government-sponsored residential and commercial mortgage-backed
securities which were purchased when interest rates were historically low. In addition, as noted in the earlier section titled “Outlook and Trends” within this Item 2, we completed the sale of our insurance agency business in the
fourth quarter of 2023 for net proceeds of $499.7 million. Prior to the sales of securities and of our insurance agency business, we placed greater reliance on wholesale funding, including brokered deposits, to meet our loan-growth needs which
have a higher cost than deposits originating within the markets we serve and are not our preferred sources of funding. Subsequent to such sales, a portion of the proceeds of which were used to reduce our wholesale funding balances, our reliance on
such funding sources is lessened as we believe we have a stronger liquidity position.

 As noted within the section titled “Outlook
and Trends” within this Item 7, beginning in March 2022, the Federal Open Market Committee (“FOMC”) voted to increase the federal funds rate multiple times from a range of 0.00% to 0.25% to a range of 5.25% to 5.50% on
July 26, 2023, when the FOMC stated that it will continue to assess additional information and its implications for monetary policy. Our market risk management framework is designed for the potential for such rapid changes in interest rates, by
establishing policy limits on such rapid shocks and periodically back-testing modeled to actual results. Back-testing of top-line results as well as key assumptions is performed against established thresholds
as part of our ongoing monitoring governance of our models and results are reported to ALCO and MRM. Should back-testing results exceed established performance thresholds, the model and underlying assumptions will be reviewed for recalibration.

Net Interest Income Analysis. We analyze our sensitivity to changes in interest rates through a net interest income
(“NII”) model. We model our NII over a 12-month and 24-month period assuming no changes in interest rates and a static balance sheet, where cash flows from
financial assets and liabilities are replaced with new business of similar terms at current

 2

rates. We then model NII for the same period under the assumption that market rates increase and decrease instantaneously by certain basis point increments, which vary by period depending upon
market conditions, with changes in interest rates representing immediate and permanent, parallel shifts in the yield curve. A basis point equals one-hundredth of one percent, and 100 basis points equals one
percent. An increase in interest rates from 3% to 4% would mean, for example, a 100 basis point increase in the “Changes in Interest Rates” column in the table below.

Many assumptions are made in

CORRESP
1
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CORRESP

 Michael K. Krebs

 Direct Line: (617) 439-2288

 Fax: (617) 310-9288

E-mail: mkrebs@nutter.com

 December 20, 2023

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 December 11, 2023, 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 (the “Registration Statement”) filed by Eastern Bankshares, Inc. (the “Company” or “Eastern”). The Company has considered the
Staff’s comments and its responses are set forth below. To facilitate the Staff’s review, we have keyed the Company’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 Amendment No. 1 to the Registration Statement (“Amendment
No. 1”), which the Company has revised in response to the Staff’s comments and to update other disclosures.

 U.S. Securities & Exchange Commission

December 20, 2023

  Page
 2

 Risk Factors, page 28

1.
 Please revise to identify the “certain employees” and “certain executive officers” in
the first and last risk factors on page 29, respectively.

 Company Response:

To address the Staff’s comments, the Company has revised its disclosures within the first and last risk factors appearing on page 29 of
the joint proxy statement/prospectus to provide greater specificity with respect to the Cambridge employees and executive officers affected by the merger.

Unaudited Pro Forma Condensed Combined Balance Sheet, page 37

2.
 Please present each adjustment separately on the face of the pro forma balance sheet (e.g., Other Assets,
Common Stock, APIC, Retained Earnings, etc.). Additionally, please reference each adjustment to a note that clearly explains the basis for each adjustment with appropriate quantification.

Company Response:

In Amendment No. 1, the unaudited pro forma condensed combined balance sheet on page 37 of the joint proxy statement/prospectus and the
associated notes have been revised to address the Staff’s comments.

 Unaudited Pro Forma Condensed Combine Statement of Income, page 38

3.
 Please revise to present results only through income from continuing operations. Please refer to Rule 11-02(b)(1) of Regulation S-X.

Company Response:

In Amendment No. 1, the unaudited pro forma condensed combined statements of income on pages 38 and 39 of the joint proxy
statement/prospectus and the associated notes have been revised to address the Staff’s comments.

 U.S. Securities & Exchange Commission

December 20, 2023

  Page
 3

 Unaudited Pro Forma Condensed Combined Financial Information – 3. Pro Forma Adjustments to the
Unaudited Condensed Combined Balance Sheets, page 41

4.
 It appears that anticipated restructuring expenses described in adjustments A and F represent
Management’s Adjustments that, if needed, should only be presented in the explanatory notes in the form of a reconciliation. Please revise as appropriate or tell us why you believe they represent Transaction Accounting Adjustments. Please
revise corresponding adjustment F in the statement of income as needed. Refer to Rule 1102(a)(7) for guidance.

Company Response:

Amendment No. 1 reflects that the unaudited pro forma condensed combined statements of income on pages 38 and 39 of the joint proxy
statement/prospectus and the associated notes have been revised to eliminate anticipated restructuring expenses from the presentation and to reflect estimated transaction costs of $4.0 million which had not yet been incurred as of
September 30, 2023.

 Background of the Merger, page 55

5.
 We note your discussion on page 56 that Messrs. Rivers and Sheahan had “discussed the potential
strategic benefits of a business combination” prior to the first quarter of 2023 but that a potential business combination “was not sufficiently compelling.” We also note your reference to other potential transaction partners, such as
in the second paragraph on page 59. Please revise to clarify the reasons why Messrs. Rivers and Sheahan determined that a business combination had become compelling in the first quarter of 2023. For example, it is unclear to what extent
Eastern’s exploration of a sale of Eastern Insurance in late May led to Mr. Rivers initiating the conversation about a business combination with Mr. Sheahan on June 7. Similarly it is unclear to what extent Eastern’s
“balance sheet repositioning” during the first quarter of 2023 related to the decision to reconsider a business combination with Cambridge. Additionally, explain in more detail whether and, if not why not, other potential business
combination parties were considered.

 Company Response:

Amendment No. 1 contains additional disclosure on pages 56-59 to clarify (i) what led to Mr. Rivers initiating the conversation
about a business combination with Mr. Sheahan on June 7 (pages 56-58) and why the Cambridge board of directors authorized Cambridge to engage in substantive discussions with Eastern regarding a
potential business combination (pages 58-59); (ii) the relevance of the anticipated sale of

 U.S. Securities & Exchange Commission

December 20, 2023

  Page
 4

Eastern Insurance to Mr. Rivers initiating the conversation about a business combination with Mr. Sheahan on June 7 (pages 56-57); (iii) the
relevance of Eastern’s “balance sheet repositioning” during the first quarter of 2023 to the discussions between Eastern and Cambridge regarding a potential business combination (page 58); and (iv) the extent to which Cambridge
considered potential business combination with parties other than Eastern and the relative advantages and disadvantages of partnering with a party other than Eastern (pages 58-59).

The Company notes that the Registration Statement continues to disclose that Mr. Sheahan, not Mr. Rivers, previously concluded that a
business combination “was not sufficiently compelling.” See page 56 of Amendment No. 1 (“Mr. Sheahan, after discussions with the Cambridge board of directors, concluded that Cambridge’s current business strategy offered
the best opportunity to enhance shareholder value and that Eastern’s preliminary interest in a potential business combination was not sufficiently compelling to engage in substantive discussions.”).

6.
 Please revise and expand your background discussion to identify the key negotiation considerations as
well as how and why material terms were revised over time. For example, we note that:

a.
 During the June 7, 2023 meeting, Mr. Rivers and Mr. Sheahan discussed the executive
leaders of Cambridge’s wealth management unit and private banking division; however, you do not describe any discussions related to continued employment or involvement of such persons post-business combination;

Company Response:

Amendment No. 1 contains additional disclosure on page 57 to explain the genesis of discussions related to continued employment or
involvement, post-business combination, of the executive leaders of Cambridge’s wealth management unit and private banking division.

b.
 On page 59 you refer to “preliminary pro forma analysis,” but you do not explain or quantify
it;

 Company Response:

Amendment No. 1 contains additional disclosure on page 60, stating that (i) the pro forma analysis included the impact of the sale
of Eastern Insurance’s business assuming, based on Eastern’s guidance at Cambridge’s direction, an estimated benefit to Eastern’s tangible common equity of $325 million, and (ii) Eastern’s guidance assumed a net after-tax gain of $240 million on the sale plus the elimination of intangible assets attributable to Eastern Insurance.

 U.S. Securities & Exchange Commission

December 20, 2023

  Page
 5

 The Company respectfully submits that additional disclosure of preliminary pro forma
analyses is not material. The most relevant pro forma analysis appears in the Unaudited Pro Forma Condensed Combined Financial Information in the joint proxy statement/prospectus beginning on page 35.

In addition, Amendment No. 1 contains additional disclosure on page 64 to the effect that the Company’s September 19, 2023
press release disclosing the definitive agreement to sell Eastern Insurance stated that the Company anticipated realizing a $260 million net after-tax gain on that sale.

c.
 In the second full paragraph on page 59, you refer to “an update on their preliminary analysis of
the financial impact of the potential transaction,” but you do not explain or quantify it;

 Company
Response:

 Amendment No. 1 contains additional disclosure on page 60, stating that (i) the pro forma analysis included
the impact of the sale of Eastern Insurance’s business assuming, based on Eastern’s guidance at Cambridge’s direction, an estimated benefit to Eastern’s tangible common equity of $325 million, and (ii) Eastern’s
guidance assumed a net after-tax gain of $240 million on the sale plus the elimination of intangible assets attributable to Eastern Insurance.

In addition, as noted above, Amendment No. 1 contains additional disclosure on page 64 to the effect that the Company’s
September 19, 2023 press release disclosing the definitive agreement to sell Eastern Insurance stated that the Company anticipated realizing a $260 million net after-tax gain on that sale.

d.
 In the same paragraph you refer to “key open issues,” but you do not identify any key issues
other than whether the draft merger agreement would include the sale of Eastern Insurance as a condition; and

Company Response:

Amendment No. 1 reflects that the Company has deleted from the disclosure on page 60 the phrase “key open issues.” The only
open issue in the draft merger agreement material to the Eastern and Cambridge shareholders was whether the draft merger agreement would include the sale of Eastern Insurance as a condition. In addition, the Company has added new disclosure on page
61 that the Cambridge board of directors also discussed the post-closing governance of the combined company.

 U.S. Securities & Exchange Commission

December 20, 2023

  Page
 6

e.
 In the second to last paragraph on page 60, you refer to market conditions and “the relative trading
prices” of the companies’ common stock as reasons for changes to the exchange ratio, but you do not explain the market conditions, relative prices or changes to the prices.

Company Response:

Amendment No. 1 contains additional disclosure on page 61 in response to the Staff’s comment.

7.
 Please provide a brief description of the material discussions or actions that took place during the
July 26, 2023 meeting. Please also describe the “certain assumptions” and “certain strategic and operational benefits,” as referenced on page 57.

Company Response:

Amendment No. 1 contains additional disclosure on page 59 in response to the Staff’s comment, explaining the context and limited
purpose of the July 26, 2023 meeting.

 Certain Unaudited Prospective Financial Information – Certain Stand-Alone Eastern Prospective
Financial Information used by BofA Securities, page 87

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.

Company Response:

Amendment No. 1 includes additional disclosure on pages 89 and 90 in response to the Staff’s comments with respect to BofA
Securities’ analysis and J.P. Morgan’s analysis, respectively, confirming that the projections in both analyses assume that the respective business is operating in the ordinary course.

 U.S. Securities & Exchange Commission

December 20, 2023

  Page
 7

 Material U.S. Federal Income Tax Consequences of the Merger and the Holdco Merger, page 127

9.
 We note your statement that your discussion of the material U.S. federal income tax consequences “is
for general information only.” Investors are entitled to rely on your disclosure. Please revise to eliminate these inappropriate disclaimers. For guidance, please refer to Section III.D of Staff Legal Bulletin No. 19.

 Company Response:

Amendment No. 1 reflects that the Company has revised the discussion of the material U.S. federal income tax consequences beginning on
page 129 to eliminate the statement that the tax disclosure is “is for general information only.”

 The Company believes there are
no additional disclaimers that are inconsistent with the Staff guidance in Section III.D of Staff Legal Bulletin No. 19.

 Exhibits

10.
 We note the tax opinion filed as Exhibit 8.1. Please clearly state in such opinion that the disclosure in
the Material U.S. Federal Income Tax Consequences of the Mergers and the Holdco Merger section of the prospectus is the opinion of the named counsel. For guidance, please refer to Section III.B.2 of Staff Legal Bulletin No. 19.

 Company Response:

The Company has filed a revised tax opinion as Exhibit 8.1 to Amendment No. 1 that addresses the Staff’s comment.

11.
 Please provide the award agreements or documents governing the Cambridge Restricted Stock Unit Awards,
Cambridge Performance Stock Unit Awards, and the Cambridge Restricted Share Awards as exhibits or tell us why you do not need to provide such documents.

Company Response:

Cambridge has filed a Current Report on Form 8-K, dated December 19, 2023, filing the award
agreements or documents governing the Cambridge Restricted Stock Unit Awards, Cambridge Performance Stock Unit Awards, and the Cambridge Restricted Share Awards as exhibits. Amendment No. 1 reflects that the Company has revised the section of
the Registration Statement titled “Incorporation of Certain Documents by Reference— Cambridge SEC Filings (SEC File No. 001-38184)” to list that Form
8-K.

 U.S. Securities & Exchange Commission

December 20, 2023

  Page
 8

 General

12.
 We note the statements on pages 33 and 101 regarding approvals and consents from various bank regulatory
and other authorities, some of which may impose conditions on the completion of the merger or require changes to the terms of the merger. Please advise us of the anticipated timing of such approvals and consents and the nature of any anticipated
conditions.

 Company Response:

Amendment No. 1 includes additional disclosure on pages 24, 31 and 105 that addresses the Staff’s comment.

 U.S. Securities & Exchange Commission

December 20, 2023

  Page
 9

 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

United States securities and exchange commission logo
December 11, 2023
James Fitzgerald
Chief Financial Officer
Eastern Bankshares, Inc.
265 Franklin Street
Boston, MA 02110
Re:Eastern Bankshares, Inc.
Form 10-K for the year ended December 31, 2022
Form 10-Q for the quarter ended September 30, 2023
Dear James Fitzgerald:
            We have reviewed your filings and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023
Management of Market Risk, page 98
1.We note the reference on page 98 to "limits approved by the Risk Management
Committee of [the] Board of Directors." Please revise future filings to include a materially
complete description of how you seek to manage risks due to changes in interest rates and
other material impacts on your operational facts and circumstances, including any
management or corporate governance controls or procedures for identifying and
responding to rapid changes in interest rates due to or as a result of exogenous or
unknown factors. Please clarify the Risk Management Committee- or ALCO-approved
limits and, with a view to disclosure, advise us of the extent to which the committees
have approved risk profiles that do not conform to management and Board risk tolerances.
Clarify the extent to which such limits and other policies and controls have been changed
due to the economic and other developments referenced elsewhere.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameJames Fitzgerald
 Comapany NameEastern Bankshares, Inc.
 December 11, 2023 Page 2
 FirstName LastName
James Fitzgerald
Eastern Bankshares, Inc.
December 11, 2023
Page 2
            Please contact Sarmad Makhdoom at 202-551-5776 or Michael Henderson at 202-551-
3364 if you have questions regarding comments on the financial statements and related
matters. Please contact Madeleine Joy Mateo at 202-551-3465 or James Lopez at 202-551-3536
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

CORRESP

 August 7, 2020

VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

Washington, D.C. 20549

 Attention: Julia Griffith
(griffithj@sec.gov)

Re:
 Eastern Bankshares, Inc.

 Registration Statement on Form S-1 (Commission File No. 333-239251)

 Request for Acceleration of Effectiveness

Ladies and Gentlemen:

 In accordance with Rule
461 of the Rules and Regulations of the Securities and Exchange Commission promulgated under the Securities Act of 1933, as amended, we hereby join Eastern Bankshares, Inc. in requesting the above-referenced Registration Statement on Form S-1 be accelerated so that it will become effective at 12:00 Noon, Eastern Time, on Tuesday, August 11, 2020, or as soon thereafter as practicable.

 Very truly yours,

Keefe, Bruyette & Woods, Inc.

/s/ Patricia McJoynt

Name: Patricia McJoynt

Title: Managing Director

 Keefe, Bruyette & Woods ● 70 West Madison, Suite 2401 ● Chicago, IL 60602

312 .423.8200 ● 800.929.6113 ● Fax 312.423. 8232 ● www.kbw.com

CORRESP
1
filename1.htm

CORRESP

 Eastern Bankshares, Inc.

265 Franklin Street

Boston, MA 02110

August 6, 2020

 VIA EDGAR

 Securities and Exchange Commission

 Division of
Corporation Finance

 1200 F Street, N.E.

 Washington, D.C.
20549

Attention:

Julia Griffith (griffithj@sec.gov)

            Re:

Eastern Bankshares, Inc.
Registration Statement on Form S-1 (the “Registration Statement”), as amended
Originally Filed June 18, 2020
CIK No. 0001810546

File No. 333-239251
Request for Acceleration

 Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Eastern Bankshares, Inc. (the “Company”)
hereby requests acceleration of the effective date of its Registration Statement on Form S-1, File No. 333-239251, as amended, to 12:00 Noon, Eastern Time, on
Tuesday, August 11, 2020, or as soon thereafter as practicable.

 The Company hereby acknowledges its responsibilities under the
Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in the above-referenced Registration Statement. In connection with the foregoing
request for acceleration of effectiveness, the Company hereby further acknowledges that:

•

 should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant
to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing
effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 the Company may not assert staff comments or the declaration of effectiveness as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

 Please contact
Michael K. Krebs of Nutter, McClennen & Fish, LLP, counsel to the Company, at (617) 439-2288 or mkrebs@nutter.com, as soon as the Registration Statement has been declared effective, or if you have any
other questions or concerns regarding this matter.

 Very truly yours,

 EASTERN BANKSHARES, INC.

By:

 /s/ James B. Fitzgerald

Name:

James B. Fitzgerald

Title:

Chief Financial Officer

CORRESP
1
filename1.htm

CORRESP

 Michael K. Krebs

 Direct Line: (617) 439-2288

 Fax: (617) 310-9288

E-mail: mkrebs@nutter.com

 August 4, 2020

108552-26

CONFIDENTIAL SUBMISSION

 U.S. Securities and
Exchange Commission

 Division of Corporation Finance

 100 F
Street, N.E.

 Washington, D.C. 20549

Attention:

Julia Griffith (griffithj@sec.gov)

           Re:

 Eastern Bankshares, Inc.

 Registration Statement
on Form S-1, as amended (the “Registration Statement”)

 Originally filed June 18, 2020

CIK No. 0001810546

 File
No. 333-239251

 Ladies and Gentlemen:

We are writing in response to your letter dated July 31, 2020, setting forth the comment of the staff of the Division of Corporation
Finance (the “Staff”) of the Securities and Exchange Commission on pre-effective Amendment No. 1 to the above-referenced Registration Statement filed by Eastern Bankshares, Inc. (the
“Company”). The Company has considered the Staff’s comment, and its response is set forth below. To facilitate the Staff’s review, we have reproduced the comment used in the Staff’s comment letter in bold print.

In addition, we hereby submit pre-effective Amendment No. 2 to the Registration Statement
(“Amendment No. 2”), which has been revised in response to the Staff’s comment and to update other disclosures.

AMENDMENT NO. 1 TO REGISTRATION STATEMENT
ON FORM S-1 FILED JULY 24, 2020

Recent Developments – Our Borrowers, page 52

1.
 We note the table added on page 52 and request additional clarity in your response as to where the data was
drawn from and how the data correlates to other June 30, 2020 financial information included in the filing. For example, the table appears to relate to modified loans as a result of the COVID-19 pandemic;

 U.S. Securities & Exchange Commission

August 4, 2020

  Page
 2

however the table references a total loan balance of $1,136.5 million, which does not correlate to modified loans discussed in the narrative discussion preceding the table, which references
$946.1 million modified loans through June 30, 2020. Additionally, the columns for loan exposure, number of borrowers, and COVID-19 modification % are not clearly defined. Please revise your next
amendment to more clearly describe the data included in this table and the origin of the data so as to be useful for potential investors and users of the financial statements.

Company Response:

 As disclosed on
page 16 of Amendment No. 2 under “Risk Factors—Risks Related to Covid-19 Pandemic and Associated Economic Slowdown,” when Eastern realized beginning in late March that the pandemic and
economic slowdown would have an immediate adverse impact on certain segments of its customers, Eastern identified various categories of borrowers likely to experience the most adverse effects (the “High Impact Categories”).

The table on page 45 of Amendment No. 2 presents the total amount of loans made to borrowers in the High Impact Categories. The aggregate
amount of loans in the High Impact Categories as of June 30, 2020 ($1,136.5 million) is greater than the total amount of loans modified through June 30, 2020 ($946.1 million), because not every loan in the High Impact Categories has been
modified. (Also, not every modified loan is included in one of the High Impact Categories.) The High Impact Categories table was included in the Recent Developments section in light of the Company’s assessment of the impact of the Covid-19 pandemic and has not been considered or presented historically.

 The Company has revised the
table and the accompanying narrative disclosure as noted below to address the staff’s comments.

 The Company has revised the lead in
sentence to the table as follows:

•

 Beginning in late March 2020, when we realized the Covid-19 pandemic and
economic shut down would have an immediate adverse impact on certain segments of our customers, we identified the various categories of borrowers likely to experience the most adverse effects of the Covid-19
recession. The following table shows certain data, as of June 30, 2020, related to all loans to our borrowers in the industry categories that we believe will likely experience the most adverse effects of the
Covid-19 pandemic. Loans included in the table that had been modified on or before June 30, 2020 represented approximately 28.9% of our aggregate outstanding loan balances to all borrowers in those
categories as of June 30, 2020. However, the table does not include all loans that had been modified on or before June 30, 2020.

 U.S. Securities & Exchange Commission

August 4, 2020

  Page
 3

 Clarification of the following column headings: “Loan Exposure”, “Number of
Borrowers” and “COVID-19 modification %”

 The Company has substituted the
heading “Credit Exposure” instead of “Loan Exposure” and added (or revised) notes to the table to describe those columns more clearly:

[Credit Exposure]

(1)    Our aggregate potential credit exposure as of June 30, 2020, considering all loan agreements and lines of
credit that permit a borrower to increase the borrower’s indebtedness to us.

 [Number of Borrowers]

(2)    Each individual obligor is a single borrower for purposes of this column. Affiliated borrowers under common control
are not aggregated as a single borrower even if in the same industry category, and therefore the actual concentration of credit exposure may be greater than indicated.

[Covid-19 Modification %]

(3)    The percentage of loans in each category, calculated as a percentage of aggregate outstanding loan balances for each
category as of June 30, 2020, that we modified primarily due to the effects on borrowers of the Covid-19 pandemic and related economic slowdown beginning in late March 2020.

 U.S. Securities & Exchange Commission

August 4, 2020

  Page
 4

 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.

 Lee A.
Meyerson, Esq.

 Lesley Peng, Esq.

Simpson Thacher & Bartlett LLP

CORRESP
1
filename1.htm

CORRESP

 Michael K. Krebs

Direct Line: (617) 439-2288

Fax: (617) 310-9288

E-mail: mkrebs@nutter.com

August 3, 2020

 108552-26

 CONFIDENTIAL SUBMISSION

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attention:
 David Irving (IrvingD@SEC.gov)

            Re:
 Eastern Bankshares, Inc.

 Amendment No. 2 to the Registration Statement on Form S-1 (the
“Registration Statement”)

 To be submitted August 4, 2020

 CIK No. 0001810546

 File No. 333-239251

Ladies and Gentlemen:

 As a follow-up to my conversation with David Irving earlier this afternoon, we are submitting for prior review the enclosed draft of our response letter to the July 31, 2020 comment of the staff of the Division of
Corporation Finance (the “Staff”) of the Securities and Exchange Commission with respect to Amendment No. 1 to the above-referenced Registration Statement filed by Eastern Bankshares, Inc. and the corresponding pages of
proposed Amendment No. 2 to the Registration Statement.

 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:kh2

 Enclosures

4888118.2

United States securities and exchange commission logo
July 31, 2020
Robert Rivers
Chief Executive Officer and Chairman of the Board of Directors
Eastern Bankshares, Inc.
265 Franklin Street
Boston, MA 02110
Re:Eastern Bankshares, Inc.
Amendment No. 1 to
Registration Statement on Form S-1
Filed July 24, 2020
File No. 333-239251
Dear Mr. Rivers:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our June 18, 2020 letter.
Amendment No. 1 to Form S-1 Filed July 24, 2020
Recent Developments
Our Borrowers, page 52
1.We note the table added on page 52 and request additional clarity in your response as to
where the data was drawn from and how the data correlates to other June 30, 2020
financial information included in the filing.  For example, the table appears to relate to
modified loans as a result of the COVID-19 pandemic; however the table references a
total loan balance of $1,136.5 million, which does not correlate to modified loans
discussed in the narrative discussion preceding the table, which references $946.1 million
modified loans through June 30, 2020.  Additionally, the columns for loan exposure,

 FirstName LastNameRobert Rivers
 Comapany NameEastern Bankshares, Inc.
 July 31, 2020 Page 2
 FirstName LastName
Robert Rivers
Eastern Bankshares, Inc.
July 31, 2020
Page 2
number of borrowers, and COVID-19 modification % are not clearly defined.  Please
revise your next amendment to more clearly describe the data included in this table and
the origin of the data so as to be useful for potential investors and users of the financial
statements.
            You may contact David Irving at 202-551-3321 or Sharon Blume at 202-551-3474 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Julia Griffith at 202-551-3267 or John Dana Brown at 202-551-3859 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

CORRESP

 Michael K. Krebs

 Direct Line: (617) 439-2288

Fax: (617) 310-9288

E-mail: mkrebs@nutter.com

 July 23, 2020

108552-26

CONFIDENTIAL SUBMISSION

 U.S. Securities and
Exchange Commission

 Division of Corporation Finance

 100 F
Street, N.E.

 Washington, D.C. 20549

Attention:

Julia Griffith (griffithj@sec.gov)

Re:

 Eastern Bankshares, Inc.

 Registration Statement
on Form S-1 (the “Registration Statement”)

 Submitted June 18, 2020

CIK No. 0001810546

 File
No. 377-03151

 Ladies and Gentlemen:

We are writing in response to your letter dated July 2, 2020, setting forth the comment of the staff of the Division of Corporation
Finance (the “Staff”) of the Securities and Exchange Commission on the above-referenced Registration Statement filed by Eastern Bankshares, Inc. (the “Company”). The Company has considered the Staff’s comment,
and its response is set forth below. To facilitate the Staff’s review, we have reproduced the comment used in the Staff’s comment letter in bold print.

In addition, we hereby submit Amendment No. 1 to the Registration Statement (“Amendment No. 1”),
which has been revised in response to the Staff’s comment, to update other disclosures and to add a section titled Recent Developments, which includes unaudited financial data as of and for the six months ended June 30, 2020.

REGISTRATION STATEMENT ON FORM S-1
FILED JUNE 18, 2020

 General

1.
 We note that the forum selection provision in your Articles of Organization states that unless you
consent in writing, the sole and exclusive forum for certain litigation, including “any derivative action” shall be the Business Litigation Session of the Suffolk County Superior Court (the “BLS”) (or if the BLS does not have
subject matter jurisdiction, a state court located within the Commonwealth of Massachusetts) or, if no state court located within the Commonwealth of Massachusetts has subject matter jurisdiction, the United States District

 U.S. Securities & Exchange Commission

July 23, 2020

  Page
 2

Court for the District of Massachusetts. Please revise your disclosure to discuss whether your forum selection provision applies to actions arising under the Exchange Act. In that regard, we note
that Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. If the provision does not apply to actions
arising under the Exchange Act, please ensure that the exclusive forum provision in your Articles of Organization states this clearly, or tell us how you will inform investors in future filings that the provision does not apply to any actions
arising under the Exchange Act.

 Company Response:

The Company has revised the Registration Statement to state expressly that the exclusive forum provision does not apply to any claim for which
the federal courts have exclusive jurisdiction and that Section 27 of the Securities Exchange Act of 1934 (the “Exchange Act”) creates exclusive federal jurisdiction over all suits brought to enforce any liability or duty
created by the Exchange Act or the rules and regulations thereunder. Please refer to the section of the preliminary prospectus titled “Description of Capital Stock of Eastern Bankshares, Inc.— Sole and Exclusive Forum” (page 188) and
the related disclosure under the heading “Risk Factors” (page 45).

 The Company has made a corresponding clarification to its
Amended and Restated Articles of Organization (the “Articles”), which now state expressly that Section 6.8 regarding exclusive jurisdiction does not apply to any claim for which federal courts have exclusive jurisdiction, and
that this includes, but is not limited to, any claim brought to enforce liability or duty created under the Exchange Act. Please see section 6.8.3 of the Amended and Restated Articles of Organization, which is Exhibit 3.1 filed with Amendment
No. 1.

 For consistency, the Company has also revised the Registration Statement to disclose that in the case of any claim arising
under the Securities Act of 1933 or the rules and regulations thereunder, the United States District Court for the District of Massachusetts and the BLS (or if the BLS does not have subject matter jurisdiction, a state court located within
Massachusetts), to the fullest extent permitted by law, will have concurrent jurisdiction for the resolution of such claim, unless Eastern Bankshares, Inc. consents in writing to the selection of an alternative forum. The Company has added a similar
provision to its Articles.

 U.S. Securities & Exchange Commission

July 23, 2020

  Page
 3

 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.

 Lee A.
Meyerson, Esq.

 Lesley Peng, Esq.

Simpson Thacher & Bartlett LLP

United States securities and exchange commission logo
July 2, 2020
Robert Rivers
Chief Executive Officer and Chairman of the Board of Directors
Eastern Bankshares, Inc.
265 Franklin Street
Boston, MA 02110
Re:Eastern Bankshares, Inc.
Registration Statement on Form S-1
Filed June 18, 2020
File No. 333-239251
Dear Mr. Rivers:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-1 filed June 18, 2020
General
1.We note that the forum selection provision in your Articles of Organization states that
unless you consent in writing, the sole and exclusive forum for certain litigation, including
"any derivative action" shall be the Business Litigation Session of the Suffolk County
Superior Court (the “BLS”) (or if the BLS does not have subject matter jurisdiction, a
state court located within the Commonwealth of Massachusetts) or, if no state court
located within the Commonwealth of Massachusetts has subject matter jurisdiction, the
United States District Court for the District of Massachusetts.  Please revise your
disclosure to discuss whether your forum selection provision applies to actions arising
under the Exchange Act. In that regard, we note that Section 27 of the Exchange Act
creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability

 FirstName LastNameRobert Rivers
 Comapany NameEastern Bankshares, Inc.
 July 2, 2020 Page 2
 FirstName LastName
Robert Rivers
Eastern Bankshares, Inc.
July 2, 2020
Page 2
created by the Exchange Act or the rules and regulations thereunder. If the
provision does not apply to actions arising under the Exchange Act, please ensure that the
exclusive forum provision in your Articles of Organization states this clearly, or tell us
how you will inform investors in future filings that the provision does not apply to any
actions arising under the Exchange Act.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact David Irving at 202-551-3321 or Michelle Miller at 202-551-3368 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Julia Griffith at 202-551-3267 or John Dana Brown at 202-551-3859 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance

United States securities and exchange commission logo
May 29, 2020
Robert Rivers
Chief Executive Officer and Chairman of the Board of Directors
Eastern Bankshares, Inc.
265 Franklin Street
Boston, MA 02110
Re:Eastern Bankshares, Inc.
Draft Registration Statement on Form S-1
Submitted May 4, 2020
CIK No. 0001810546
Dear Mr. Rivers:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted May 4, 2020
Summary, page 1
1.Please expand your discussion of Eastern Bankshares, Inc.'s formation to include a
discussion of the timing of the Conversion, including the operative terms of the Plan of
Conversion and when each step will occur relative to the offering. We note that the Plan
of Conversion will be filed by amendment.  Please note that we may have comments on
the Plan and that you should allow adequate time for the staff to review the exhibit.
Note 1. Summary of Significant Accounting Policies
Allowance for Loan Losses, page F-11
2.We note your reference to the floor methodology for determining the general component

 FirstName LastNameRobert Rivers
 Comapany NameEastern Bankshares, Inc.
 May 29, 2020 Page 2
 FirstName LastNameRobert Rivers
Eastern Bankshares, Inc.
May 29, 2020
Page 2
of the allowance for loan losses.  Please tell us in greater detail how you apply the floor
methodology to your loan portfolio when computing the allowance for loan losses and
how it is appropriate under GAAP.  Provide examples in your response to illustrate the
floor methodology.  Include additional disclosure in your next amendment as appropriate.
Notes to Consolidated Financial Statements
Note 4. Loans and Allowance for Loan Losses, page F-24
3.We note that you had $21.9 million of trouble debt restructurings (TDRs) that were
modified during the prior 12 months and subsequently defaulted during 2019.  We further
note that you did not charge off any TDRs in 2019 for loans that were modified during the
prior 12 months.  Please provide additional information on these TDRs that subsequently
defaulted during 2019 including the following:
•Quantify TDRs in past due status in the appropriate buckets (30-59 days, 60-89 days,
90 days or more);
•Quantify TDRs in Nonaccrual status;
•Quantify specific reserves related to TDRs;
•Provide support for your conclusion that none of these TDRs should be charged off
during 2019; and
•An update on these loans in 2020.
4.We note you have material loan participations in the periods presented.  Please tell us and
revise your next amendment, as appropriate, to describe in detail the following concerning
these loan participations in the periods presented:
•How you determined the amount of provision to record at each quarter and year-end
on loan participations, if you receive this information from the lead bank, and the
procedures you performed to validate the information you obtained from the lead
bank;
•Quantify the loan participations included in each loan segment;
•Quantify the loan participations included in non-accrual and impaired loans;
•Quantify the provision for loan losses on these loans, if any;
•Quantify the specific allowance for loan losses on these loans, if any; and
•Quantify the charge-offs on these loans, if any.
•Given your significant composition and total balance of loan participations, consider
more transparent and disaggregated disclosures by segmenting loan participations in
your allowance for loan loss disclosures.

 FirstName LastNameRobert Rivers
 Comapany NameEastern Bankshares, Inc.
 May 29, 2020 Page 3
 FirstName LastName
Robert Rivers
Eastern Bankshares, Inc.
May 29, 2020
Page 3
            You may contact David Irving at 202-551-3321 or Sharon Blume at 202-551-3474 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Julia Griffith at 202-551-3267 or John Dana Brown at 202-551-3859 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance