0001193125-07-081064 Sample Contracts

RETENTION, CONFIDENTIALITY, NONSOLICITATION AND NONACCEPTANCE AGREEMENT
Nonsolicitation and Nonacceptance Agreement • April 16th, 2007 • Boston Private Financial Holdings Inc • State commercial banks • Washington

This AGREEMENT (the “Agreement”) is made as of March 2, 2007 by and between Boston Private Financial Holdings, Inc., a Massachusetts corporation with its headquarters located in Boston, Massachusetts (the “Employer”), Charter Bank, a Washington chartered bank (the “Bank”) and Terry A. Peterson (the “Executive”), which shall be effective at the Effective Time of the Merger (as defined in the Agreement and Plan of Merger by and between the Employer and Charter Financial Corporation dated as of March 3, 2007 (the “Merger Agreement”)). In the event that the Effective Time shall not occur, this Agreement shall be void ab initio and of no further force and effect.

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EMPLOYMENT AGREEMENT
Employment Agreement • April 16th, 2007 • Boston Private Financial Holdings Inc • State commercial banks • Washington

This AGREEMENT (the “Agreement”) is made as of March 2, 2007, by and among Boston Private Financial Holdings, Inc., a Massachusetts corporation with its headquarters located in Boston, Massachusetts (the “Employer”), Charter Bank (the “Bank”) and Keith B. Jackson (the “Executive”), which shall be effective at the Effective Time of the Merger (as defined in the Agreement and Plan of Merger by and between the Employer and Charter Financial Corporation dated as of March 3, 2007 (the “Merger Agreement”)). In the event that the Effective Time shall not occur, this Agreement shall be void ab initio and of no further force and effect.

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