Exhibit
10.3.1


AMENDMENT
NO. 2

TO THE

SUPPLEMENTAL RETIREMENT INCOME AGREEMENT

BY AND BETWEEN

BROOKLINE BANK

AND

RICHARD P. CHAPMAN, JR.


WHEREAS, Richard P. Chapman, Jr.
(“Employee”) and Brookline Bank (the “Bank”) are parties to a Supplemental
Retirement Income Agreement which was originally effective February 28, 1995
and amended in 1999 (the “Agreement”); and


WHEREAS, the Bank and the
Employee wish to amend the Agreement to clarify that the annual “Average
Compensation” on which the retirement benefit is based includes salary and
bonus but excludes all except a limited amount ($20,000) of other items that
may be considered “compensation” for purposes of federal income taxes; and


WHEREAS, the  Bank and the Employee wish to amend the definition of Normal
Retirement Benefit to clarify the method for determining the value of any lump
distribution from the Savings Bank Employee Retirement Association Pension Plan
for purposes of the offset to the Normal Retirement Benefit; and


WHEREAS, the Bank and the Employee wish to
amend the definition of “Benefit Period” to clarify that in the event the
Employee dies while still employed by the Bank, the benefit period shall end
240 months thereafter, which is similar to the treatment of a benefit period in
the event of retirement prior to death (in which event the benefit period is
the later to occur of death or the expiration of 240 months after retirement);
and


WHEREAS, the Bank and the
Employee wish to amend the Agreement to either clarify or eliminate certain
provisions that are no longer relevant or necessary due to the passage of time.


NOW THEREFORE, in consideration
of the mutual covenants herein contained, and upon the other terms and
conditions hereinafter provided, the parties hereby agree to the following
amendments to the Agreement:


1.             The definition of “Average
Compensation” set forth in Section 1 of the Agreement is hereby amended for
clarification purposes as follows:


“Average Compensation”
shall mean the average of the Compensation received by the Employee in the
three (3) calendar years in the ten (10) calendar-year period prior to the
Employee’s Retirement which produces the highest rate of Compensation.


2.             The definition of “Benefit Period”
set forth in Section 1 is hereby amended to read in its entirety as follows:


“Benefit Period” shall
mean, in the case where Employee Retires prior to death, the period commencing
on the date the Employee Retires and ending on the later to occur of (i) said
Employee’s death or (ii) the expiration of 240 months from the Employee’s
Retirement; and in the case where the Employee dies while still employed by the
Bank, the period commencing on the date of the Employee’s death and ending on
the later to occur of (i) the expiration of 240 months from the Employee’s
death and (ii) the date upon which Employee would have attained (if he had
survived to such date) the Life Expectancy Age.


3.             The definition of “Compensation”
set forth in Section 1 is hereby amended to read in its entirety as follows:


“Compensation” shall mean
the Employee’s total annual base salary and bonus, and no more than $20,000 of
other items that may be considered “compensation” for purposes of federal
income taxes (such as vested restricted stock shares and the “spread” realized
in connection with exercises of stock options).


4.             The definition of “Normal
Retirement Benefit” set forth in Section 1 is hereby amended to read in its
entirety as follows:


“Normal Retirement
Benefit” shall mean an annual sum which is equal to seventy percent (70%) of
Average Compensation reduced by the Actuarial Equivalent Benefit of any
distribution which the Employee, his beneficiaries or his estate are entitled
to receive from the Savings Banks Employee Retirement Association Pension Plan
or any other qualified retirement plan maintained by the Bank 



   
 









derived from Bank
contributions and one-half of any Social Security benefits.


5.             Section 1 is hereby amended to add
the following defined term:


“Actuarial Equivalent
Benefit” shall mean an amount of equal value expressed as an amount of income
payable for the Benefit Period.  All
actuarial calculations shall use the following assumptions:




	
  Mortality:

  	
   

  	
  1971 Individual Annuity Mortality Table set back
  three years,

  
	
  Interest:

  	
   

  	
  6% per annum

  






 


or such other rates as
would be required of a qualified plan pursuant to Internal Revenue Code Section
417(e) or any amendment or successor thereto.


6.             The definition of “Total Disability”
or “Totally Disabled” set forth in Section 1 is hereby deleted in its entirety.


7.             Section 6, captioned “Disability,”
is hereby deleted in its entirety.


8.             The definition of “Early Retirement
Benefit” set forth in Section 1 is hereby deleted in its entirety.


9.             Section 4 is hereby amended to
eliminate any reference to an Early Retirement Benefit, and as amended shall
read in its entirety as follows,:


(a)   Except as set forth in (b) below, commencing
on the first day of the first month after the Employee’s Retirement, and on the
first day of each month thereafter until the expiration of the Benefit Period,
the Bank shall pay to the Employee (or to the Beneficiary if the Employee is
not then living) an amount equal to the Monthly Benefit.  Alternatively, and at any time, in lieu of
future Monthly Benefits due hereunder, the Bank may elect a Lump Sum benefit
payment to Employee or the Beneficiary, as the case may be.


(b)   Notwithstanding anything herein to the
contrary, in the event of (i) a Change in Control; (ii) the Bank’s Tier 1 or
primary capital falls below 6%, or (iii) the combined capital ratio of the Bank
and the Company falls below 7%, the Employee shall have an irrevocable right to
request an immediate lump sum payment of the actuarial equivalent present value
of the Normal Retirement Benefit.


10.           All other terms and provisions of the
Agreement shall remain unchanged and in full force and effect.



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IN WITNESS WHEREOF, Brookline
Bank and Brookline Bancorp, Inc. have caused this Amendment No. 2 to the
Agreement to be executed and their seal to be affixed hereunto by its duly
authorized officer, and the Employee has signed this Amendment No. 2 on the 7th
day of February, 2007.


	
   

  	
  BROOKLINE BANK

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: /s/ William
  V. Tripp, III

  	
   

  
	
   

  	
     William V.
  Tripp, III

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BROOKLINE
  BANCORP, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: /s/ William
  V. Tripp, III

  	
   

  
	
   

  	
     William V.
  Tripp, III

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EMPLOYEE

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Richard P.
  Chapman, Jr

  	
   

  
	
   

  	
   Richard P. Chapman, Jr.

  	
   

  



 



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