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                                                              EXHIBIT 10.3

                     BOSTON PRIVATE FINANCIAL HOLDINGS, INC.

                        2001 EMPLOYEE STOCK PURCHASE PLAN

         The purpose of the Boston Private Financial Holdings, Inc. 2001
Employee Stock Purchase Plan ("the Plan") is to provide eligible employees of
Boston Private Financial Holdings, Inc. (the "Company") and certain of its
subsidiaries with opportunities to purchase shares of the Company's common
stock, par value $1.00 per share (the "Common Stock"). [THREE HUNDRED THOUSAND
(300,000)] shares of Common Stock in the aggregate have been approved and
reserved for this purpose. The Plan is intended to constitute an "employee stock
purchase plan" within the meaning of Section 423(b) of the Internal Revenue Code
of 1986, as amended (the "Code"), and shall be interpreted in accordance with
that intent.

         1. ADMINISTRATION. The Plan will be administered by the person or
persons (the "Administrator") appointed by the Company's Board of Directors (the
"Board") for such purpose. The Administrator has authority to make rules and
regulations for the administration of the Plan, and its interpretations and
decisions with regard thereto shall be final and conclusive. No member of the
Board or individual exercising administrative authority with respect to the Plan
shall be liable for any action or determination made in good faith with respect
to the Plan or any option granted hereunder.

         2. OFFERINGS. The Company will make one or more offerings to
eligible employees to purchase Common Stock under the Plan ("Offerings").
Unless otherwise determined by the Administrator, the initial Offering will
begin on January 1, 2002 and will end on the following June 30, 2002 (the
"Initial Offering"). Thereafter, unless otherwise determined by the
Administrator, an Offering will begin on the first business day occurring on
or after each July 1 and January 1 and will end on the last business day
occurring on or before the

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following December 31 and June 30, respectively. The Administrator may, in
its discretion, designate a different period for any Offering, provided that
no Offering shall exceed six months in duration or overlap any other Offering.

         3. ELIGIBILITY. All employees of the Company (including employees
who are also directors of the Company) and all employees of each Designated
Subsidiary (as defined in Section 11) are eligible to participate in any one
or more of the Offerings under the Plan, provided that as of the first day of
the applicable Offering (the "Offering Date") they are customarily employed
by the Company or a Designated Subsidiary for more than 20 hours a week.

         4. PARTICIPATION. An employee eligible on any Offering Date may
participate in such Offering by submitting an enrollment form to his
appropriate payroll location at least 15 business days before the Offering
Date (or by such other deadline as shall be established for the Offering).
The form will (a) state a whole percentage to be deducted from his
Compensation (as defined in Section 11) per pay period, (b) authorize the
purchase of Common Stock for him in each Offering in accordance with the
terms of the Plan and (c) specify the exact name or names in which shares of
Common Stock purchased for him are to be issued pursuant to Section 10. An
employee who does not enroll in accordance with these procedures will be
deemed to have waived his right to participate. Unless an employee files a
new enrollment form or withdraws from the Plan, his deductions and purchases
will continue at the same percentage of Compensation for future Offerings,
provided he remains eligible. Notwithstanding the foregoing, participation in
the Plan will neither be permitted nor be denied contrary to the requirements
of the Code.

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         5. EMPLOYEE CONTRIBUTIONS. Each eligible employee may authorize payroll
deductions at a minimum of one percent (1%) up to a maximum of fifteen percent
(15%) of his Compensation for each pay period. The Company will maintain book
accounts showing the amount of payroll deductions made by each participating
employee for each Offering. No interest will accrue or be paid on payroll
deductions.

         6. DEDUCTION CHANGES. Except as may be determined by the Administrator
in advance of an Offering, an employee may not increase or decrease his payroll
deduction during any Offering, but may increase or decrease his payroll
deduction with respect to the next Offering (subject to the limitations of
Section 5) by filing a new enrollment form at least 15 business days before the
next Offering Date (or by such other deadline as shall be established for the
Offering). The Administrator may, in advance of any Offering, establish rules
permitting an employee to increase, decrease or terminate his payroll deduction
during an Offering.

         7. WITHDRAWAL. An employee may withdraw from participation in the Plan
by delivering a written notice of withdrawal to his appropriate payroll
location. The employee's withdrawal will be effective as of the next business
day. Following an employee's withdrawal, the Company will promptly refund to him
his entire account balance under the Plan (after payment for any Common Stock
purchased before the effective date of withdrawal). Partial withdrawals are not
permitted. The employee may not begin participation again during the remainder
of the Offering, but may enroll in a subsequent Offering in accordance with
Section 4.

         8. GRANT OF OPTIONS. On each Offering Date, the Company will grant to
each eligible employee who is then a participant in the Plan an option
("Option") to purchase on the last day of such Offering (the "Exercise Date"),
at the Option Price hereinafter provided for, (a) a number of shares of Common
Stock determined by dividing such employee's accumulated payroll

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deductions on such Exercise Date by the lower of (i) 85% of the Fair Market
Value of the Common Stock on the Offering Date, or (ii) 85% of the Fair Market
Value of the Common Stock on the Exercise Date, or (b) such other lesser maximum
number of shares as shall have been established by the Administrator in advance
of the Offering; provided, however, that such Option shall be subject to the
limitations set forth below. Each employee's Option shall be exercisable only to
the extent of such employee's accumulated payroll deductions on the Exercise
Date. The purchase price for each share purchased under each Option (the "Option
Price") will be 85% of the Fair Market Value of the Common Stock on the Offering
Date or the Exercise Date, whichever is less.

         Notwithstanding the foregoing, no employee may be granted an option
hereunder if such employee, immediately after the option was granted, would
be treated as owning stock possessing five percent (5%) or more of the total
combined voting power or value of all classes of stock of the Company or any
Parent or Subsidiary (as defined in Section 11). For purposes of the
preceding sentence, the attribution rules of Section 424(d) of the Code shall
apply in determining the stock ownership of an employee, and all stock which
the employee has a contractual right to purchase shall be treated as stock
owned by the employee. In addition, no employee may be granted an Option
which permits his rights to purchase stock under the Plan, and any other
employee stock purchase plan of the Company and its Parents and Subsidiaries,
to accrue at a rate which exceeds $25,000 of the fair market value of such
stock (determined on the option grant date or dates) for each calendar year
in which the Option is outstanding at any time. The purpose of the limitation
in the preceding sentence is to comply with Section 423(b)(8) of the Code and
shall be applied taking Options into account in the order in which they were
granted.

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         9. EXERCISE OF OPTION AND PURCHASE OF SHARES. Each employee who
continues to be a participant in the Plan on the Exercise Date shall be deemed
to have exercised his Option on such date and shall acquire from the Company
such number of whole shares of Common Stock reserved for the purpose of the Plan
as his accumulated payroll deductions on such date will purchase at the Option
Price, subject to any other limitations contained in the Plan. Any amount
remaining in an employee's account at the end of an Offering solely by reason of
the inability to purchase a fractional share will be carried forward to the next
Offering; any other balance remaining in an employee's account at the end of an
Offering will be refunded to the employee promptly.

         10. ISSUANCE OF CERTIFICATES. Certificates representing shares of
Common Stock purchased under the Plan may be issued only in the name of the
employee, in the name of the employee and another person of legal age as joint
tenants with rights of survivorship, or in the name of a broker authorized by
the employee to be his, or their, nominee for such purpose.

         11. DEFINITIONS. The term "Compensation" means the amount of base
pay, prior to salary reduction pursuant to Sections 125, 132(f) or 401(k) of
the Code, but excluding overtime, commissions, incentive or bonus awards,
allowances and reimbursements for expenses such as relocation allowances or
travel expenses, income or gains on the exercise of Company stock options,
and similar items.

         The term "Designated Subsidiary" means any present or future Subsidiary
(as defined below) that has been designated by the Board to participate in the
Plan. The Board may so designate any Subsidiary, or revoke any such designation,
at any time and from time to time, either before or after the Plan is approved
by the stockholders.

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         The term "Fair Market Value of the Common Stock" on any given date
means the fair market value of the Common Stock determined in good faith by the
Administrator; PROVIDED, HOWEVER, that if the Common Stock is admitted to
quotation on the National Association of Securities Dealers Automated Quotation
System ("NASDAQ"), NASDAQ National System or national securities exchange, the
determination shall be made by reference to market quotations. If there are no
market quotations for such date, the determination shall be made by reference to
the last date preceding such date for which there are market quotations.

         The term "Parent" means a "parent corporation" with respect to the
Company, as defined in Section 424(e) of the Code.

         The term "Subsidiary" means a "subsidiary corporation" with respect to
the Company, as defined in Section 424(f) of the Code.

         12. RIGHTS ON TERMINATION OF EMPLOYMENT. If a participating
employee's employment terminates for any reason before the Exercise Date for
any Offering, no payroll deduction will be taken from any pay due and owing
to the employee and the balance in his account will be paid to him or, in the
case of his death, to his designated beneficiary as if he had withdrawn from
the Plan under Section 7. An employee will be deemed to have terminated
employment, for this purpose, if the corporation that employs him, having
been a Designated Subsidiary, ceases to be a Subsidiary, or if the employee
is transferred to any corporation other than the Company or a Designated
Subsidiary. An employee will not be deemed to have terminated employment, for
this purpose, if the employee is on an approved leave of absence for military
service or sickness, or for any other purpose approved by the Company, if the
employee's right to reemployment is guaranteed either by a statute or by
contract or under the

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policy pursuant to which the leave of absence was granted or if the
Administrator otherwise provides in writing.

         13. SPECIAL RULES. Notwithstanding anything herein to the contrary, the
Administrator may adopt special rules applicable to the employees of a
particular Designated Subsidiary, whenever the Administrator determines that
such rules are necessary or appropriate for the implementation of the Plan in a
jurisdiction where such Designated Subsidiary has employees; provided that such
rules are consistent with the requirements of Section 423(b) of the Code. Such
special rules may include (by way of example, but not by way of limitation) the
establishment of a method for employees of a given Designated Subsidiary to fund
the purchase of shares other than by payroll deduction, if the payroll deduction
method is prohibited by local law or is otherwise impracticable. Any special
rules established pursuant to this Section 13 shall, to the extent possible,
result in the employees subject to such rules having substantially the same
rights as other participants in the Plan.

         14. OPTIONEES NOT STOCKHOLDERS. Neither the granting of an Option to an
employee nor the deductions from his pay shall constitute such employee a holder
of the shares of Common Stock covered by an Option under the Plan until such
shares have been purchased by and issued to him.

         15. RIGHTS NOT TRANSFERABLE. Rights under the Plan are not transferable
by a participating employee other than by will or the laws of descent and
distribution, and are exercisable during the employee's lifetime only by the
employee.

         16. APPLICATION OF FUNDS. All funds received or held by the Company
under the Plan may be combined with other corporate funds and may be used for
any corporate purpose.

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         17. ADJUSTMENT IN CASE OF CHANGES AFFECTING COMMON STOCK. In the
event of a subdivision of outstanding shares of Common Stock, or the payment
of a dividend in Common Stock, the number of shares approved for the Plan,
and the share limitation set forth in Section 8, shall be increased
proportionately, and such other adjustment shall be made as may be deemed
equitable by the Administrator. In the event of any other change affecting
the Common Stock, such adjustment shall be made as may be deemed equitable by
the Administrator to give proper effect to such event.

         18. AMENDMENT OF THE PLAN. The Board may at any time, and from time
to time, amend the Plan in any respect, except that without the approval,
within 12 months of such Board action, by the stockholders, no amendment
shall be made increasing the number of shares approved for the Plan or making
any other change that would require stockholder approval in order for the
Plan, as amended, to qualify as an "employee stock purchase plan" under
Section 423(b) of the Code.

         19. INSUFFICIENT SHARES. If the total number of shares of Common
Stock that would otherwise be purchased on any Exercise Date plus the number
of shares purchased under previous Offerings under the Plan exceeds the
maximum number of shares issuable under the Plan, the shares then available
shall be apportioned among participants in proportion to the amount of
payroll deductions accumulated on behalf of each participant that would
otherwise be used to purchase Common Stock on such Exercise Date.

         20. TERMINATION OF THE PLAN. The Plan may be terminated at any time
by the Board. Upon termination of the Plan, all amounts in the accounts of
participating employees shall be promptly refunded.

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         21. GOVERNMENTAL REGULATIONS. The Company's obligation to sell and
deliver Common Stock under the Plan is subject to obtaining all governmental
approvals required in connection with the authorization, issuance, or sale of
such stock.

         The Plan shall be governed by Massachusetts law except to the extent
that such law is preempted by federal law.

         22. ISSUANCE OF SHARES. Shares may be issued upon exercise of an Option
from authorized but unissued Common Stock, from shares held in the treasury of
the Company, or from any other proper source.

         23. TAX WITHHOLDING. Participation in the Plan is subject to any
minimum required tax withholding on income of the participant in connection with
the Plan. Each employee agrees, by entering the Plan, that the Company and its
Subsidiaries shall have the right to deduct any such taxes from any payment of
any kind otherwise due to the employee, including shares issuable under the
Plan.

         24. NOTIFICATION UPON SALE OF SHARES. Each employee agrees, by entering
the Plan, to give the Company prompt notice of any disposition of shares
purchased under the Plan where such disposition occurs within two years after
the date of grant of the Option pursuant to which such shares were purchased.

         25. EFFECTIVE DATE AND APPROVAL OF SHAREHOLDERS. The Plan shall take
effect on the later of the date it is adopted by the Board and the date it is
approved by the holders of a majority of the votes cast at a meeting of
stockholders at which a quorum is present or by written consent of the
stockholders.

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