Boston Private Financial Holdings (BPFH)

FINANCIAL COVENANTS

The Borrower covenants and agrees that so long as any Lender has a Commitment hereunder or any Obligation remains unpaid or outstanding:

Section 6.1. Non-Performing Assets. The Borrower will not permit its Consolidated Non-Performing Assets to exceed one and three-quarters percent (1.75%) of all loans and “other real estate owned” of the Borrower and its Subsidiaries (i) as of the last day of any Fiscal Quarter, commencing with the Fiscal Quarter ended December 31, 2007 and (ii) to the best of Borrower’s knowledge at any other time.

Section 6.2. Minimum Net Worth. The Borrower will not permit its Consolidated Net Worth at any time to be less than (i) $655,000,000 plus (ii) 50% of Consolidated Net Income on a cumulative basis for each preceding Fiscal Quarter, commencing with the Fiscal Quarter ending March 31, 2008; provided, that if Consolidated Net Income is negative in any Fiscal Quarter, the amount added for such Fiscal Quarter shall be zero and such negative Consolidated Net Income shall not reduce the amount of Consolidated Net Income added from any previous Fiscal Quarter; plus (iii) 100% of the amount by which the Borrower’s “total stockholders’ equity” is increased after the Closing Date as a result of any public or private offering of common stock of the Borrower, or the issuance of common stock of Borrower in any merger transaction or in payment of any purchase price (deferred or otherwise) in any acquisition, but excluding the issuance of common stock of Borrower under stock options and stock grants granted to employees and officers of Borrower.

Section 6.3. Minimum Adjusted Tangible Equity to Tangible Assets Ratio. The Borrower will not permit its Adjusted Tangible Equity to Tangible Assets Ratio to be less than 0.049:1.00 (i) as of the last day of any Fiscal Quarter, commencing with the Fiscal Quarter ended December 31, 2007 and (ii) to the best of Borrower’s knowledge at any other time.

Section 6.4. Minimum Return on Average Assets. The Borrower will maintain, as of the end of each Fiscal Quarter, commencing with the Fiscal Quarter ending December 31, 2007, a Return on Average Assets of not less than 0.75%.

Section 6.5. Parent Fixed Charge Coverage Ratio. The Borrower shall maintain, as of the last day of each Fiscal Quarter, commencing with the Fiscal Quarter ending December 31, 2007, a Parent Fixed Charge Coverage Ratio of not less than 1.30:1.00.

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FINANCIAL COVENANTS

The Borrower covenants and agrees that so long as any Lender has a Commitment hereunder or any Obligation remains unpaid or outstanding:

Section 6.1. Non-Performing Assets. The Borrower will not permit its Consolidated Nonperforming Assets to exceed one and three-quarters of one percent (1.75%) of all loans and “other real estate owned” of the Borrower and its Subsidiaries (i) as of the last day of any Fiscal Quarter, commencing with the Fiscal Quarter ended December 31, 2005 and (ii) to the best of Borrower’s knowledge at any other time.

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Section 6.2. Borrower Debt to Net Worth Ratio. The Borrower shall maintain at all times on a consolidated basis a ratio of (i) (A) Consolidated Total Debt (including without limitation or duplication, (x) all Indebtedness of Subsidiaries of the Borrower that are not Subsidiary Banks payable in cash and (y) all earnout and deferred purchase costs of acquisitions) minus (B) to the extent included in Consolidated Total Debt, without duplication, (1) all Indebtedness of the Borrower and its Subsidiaries that is contractually required to be paid solely in the form of common stock of the Borrower and (2) all Indebtedness of Subsidiary Banks, to (ii) the sum of (A) Consolidated Net Worth plus (B) all Indebtedness of the Borrower and its Subsidiaries that is contractually required to be paid solely in the form of common stock of the Borrower, of no greater than 0.62:1.00.

Section 6.3. Minimum Net Worth. The Borrower will not permit its Consolidated Net Worth at any time to be less than (i) $485,000,000, plus (ii) 50% of Consolidated Net Income on a cumulative basis for each preceding Fiscal Quarter, commencing with the Fiscal Quarter ending December 31, 2005; provided, that if Consolidated Net Income is negative in any Fiscal Quarter, the amount added for such Fiscal Quarter shall be zero and such negative Consolidated Net Income shall not reduce the amount of Consolidated Net Income added from any previous Fiscal Quarter; plus (iii) 100% of the amount by which the Borrower’s “total stockholders’ equity” is increased after the Closing Date as a result of any public or private offering of common stock of the Borrower, or the issuance of common stock of Borrower in any merger transaction or in payment of any purchase price (deferred or otherwise) in any acquisition, but excluding the issuance of common stock of Borrower under stock options and stock grants granted to employees and officers of Borrower.

Section 6.4. Minimum Adjusted Tangible Equity to Tangible Assets Ratio. The Borrower will not permit its Adjusted Tangible Equity to Tangible Assets Ratio to be less than 0.05:1.00 (i) as of the last day of any Fiscal Quarter, commencing with the Fiscal Quarter ended December 31, 2005 and (ii) to the best of Borrower’s knowledge at any other time.

Section 6.5. Minimum Return on Average Tangible Assets. The Borrower will maintain, as of the end of each Fiscal Quarter, commencing with the Fiscal Quarter ending December 31, 2005, a Return on Average Tangible Assets of not less than 0.80%.

Section 6.6. Parent Cash Flow Coverage Ratio. The Borrower shall maintain, as of the last day of each Fiscal Quarter, or the immediately preceding Fiscal Quarter, commencing with the Fiscal Quarter ending December 31, 2005, a Parent Cash Flow Coverage Ratio of not less than 1.00:1.00.

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