0001193125-05-043655 Sample Contracts

CHANGE IN CONTROL PROTECTION AGREEMENT
Change in Control Protection Agreement • March 7th, 2005 • Boston Private Financial Holdings Inc • State commercial banks • Massachusetts

AGREEMENT effective as of this 1st day of March, 2005 (“the date of agreement”) by and between Boston Private Financial Holdings, a Massachusetts Corporation (the “Company”), and Joseph H. Cromarty, an individual (the “Employee”).

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NON-SOLICITATION/NON-ACCEPT AND CONFIDENTIALITY AGREEMENT AND RELEASE
Non-Solicitation • March 7th, 2005 • Boston Private Financial Holdings Inc • State commercial banks • Massachusetts

In consideration of the Special Stock Award granted to me by Boston Private Financial Holdings, (the “Company” which for purposes of this Agreement shall include any and all of Boston Private Financial Holdings’ wholly or partially owned subsidiaries) pursuant to the Boston Private Financial Holdings, Inc. 2004 Stock Option and Incentive Plan, (the “Plan”), which is attached hereto, I hereby agree as follows:

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