Exhibit 10.3.2
    

    

    

    
      AMENDMENT NO. 3
    

    
      TO THE
    

    
      SUPPLEMENTAL RETIREMENT INCOME AGREEMENT
    

    
      BY AND BETWEEN
    

    
      BROOKLINE BANK
    

    
      AND 
    

    
      RICHARD P. CHAPMAN, JR.
    

    
      THIS AMENDMENT NO. 3 (this “Amendment”) to the Supplemental Retirement
      Income Agreement (the “Agreement”) by and between Brookline Bank (the
      “Bank”) and Richard P. Chapman, Jr. (the “Executive”) is made and
      entered into effective as of December 31, 2004.
    

    
      RECITALS:
    

    
      WHEREAS, the Agreement was originally effective as of February 28, 1995
      and was subsequently amended in 1998 (the “1998 Amendment”) and in 2007
      (the “2007 Amendment”);  
    

    
      WHEREAS, Brookline Bank, as successor to Brookline Savings Bank, desires
      to freeze the Agreement as of December 31, 2004 to ensure that the
      Agreement is exempt from the requirements of Section 409A of the
      Internal Revenue Code of 1986, as amended (the “Code”);
    

    
       WHEREAS, Internal Revenue Service Notice 2005-1 (the “Notice”) provides
      that if a benefit was earned and vested as of December 31, 2004 and
      there has not been a material modification to the Agreement after
      October 3, 2004 then the benefit will be “grandfathered” and therefore
      not subject to Section 409A of the Code;
    

    
      WHEREAS, the Notice provides that the reduction of an existing benefit
      is not a material modification and that amending an agreement to stop
      future accruals is not a material modification;
    

    
      WHEREAS, the 1998 Amendment was not a material modification since it was
      adopted prior to October 4, 2004;
    

    
      WHEREAS, the 2007 Amendment was not a material modification since it
      reduced the benefits under the Agreement by (i) eliminating the early
      retirement and disability provisions, and (ii) changed the definition of
      Average Compensation (as such term is defined in the Agreement) in order
      to decrease the amount of the benefit payable under the Agreement; and
    

    
      WHEREAS, pursuant to Section 11 of the Agreement, the Bank and the
      Executive by mutual agreement may amend the Agreement from time to time;
    

    
      NOW, THEREFORE, in consideration of the premises, the mutual agreements
      herein set forth and such other consideration the sufficiency of which
      is hereby acknowledged, the Board of Directors of the Bank and the
      Executive hereby amend the Agreement as follows:
    

    
      Section 1. References to Brookline Savings Bank.  All references
      to Brookline Savings Bank in the Agreement are hereby changed to
      Brookline Bank.
    

    
      
        

        

      

      
        
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      Section 2. Amendment to Section 1 of the Agreement.  The
      definition of Average Compensation in Section 1 of the Agreement is
      hereby amended to add the following immediately after such section to
      read as follows:
    

    
      “Freezing of the Agreement.  Notwithstanding any provision
      in this Agreement to the contrary, no compensation earned after December
      31, 2004 will be used to determine the Executive’s Average Compensation
      or Normal Retirement Benefit.”
    

    
      Section 3. Amendment to Section 1 of the Agreement.  The
      definition of Normal Retirement Benefit in Section 1 of the Agreement is
      hereby amended to add the following immediately after such section to
      read as follows:
    

    
       “Notwithstanding any provision in this Agreement to the contrary,
      Normal Retirement Benefit shall equal the lesser of (i) the present
      value as of December 31, 2004 of the amount to which the Executive would
      have been entitled under the Agreement if the Executive had elected to
      Retire on such date and had received a full payment of such amount on
      January 1, 2005, including any earnings that are permissible under
      Section 409A of the Code, or (ii) $4,483,805 (the “Grandfathered
      Benefit”).  The lump sum present value of the Grandfathered Benefit as
      of December 31, 2004 equals the amount shown in Appendix A to this
      Amendment.”
    

    
      Section 4. No Further Modification.  Except as expressly amended
      hereby, the Agreement remains unmodified and in full force and effect.
    

    
      Section 5. Governing Law.  This Amendment shall be governed by
      and construed in accordance with the laws of the Commonwealth of
      Massachusetts without regard to its conflicts of laws principles.
    

    
      Section 6. Effectiveness.  The Amendment shall be deemed to be
      retroactively effective as of December 31, 2004.
    

    
      
        

        

      

      
        
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      IN WITNESS WHEREOF, Brookline Bank and Brookline Bancorp, Inc.
      have caused this Amendment No. 3 to the Agreement to be executed by its
      duly authorized officer and the Executive has signed this Amendment No.
      3 on the 18th day of December, 2008.
    

    
    	
           
        	
          
            BROOKLINE BANK
          

        
	

        	
           
        	

        
	

        	
          
            By: /s/ Charles H. Peck
          

        
	

        	
          Charles H. Peck
        
	

        	
          President
        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          
            BROOKLINE BANCORP, INC.
          

        
	

        	

        	
          
             
          

        
	

        	

        	
           
        
	

        	
          
            By: /s/ Charles H. Peck
          

        
	

        	
          Charles H. Peck
        
	

        	
          Executive Vice President
        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          
            EXECUTIVE
          

        
	

        	

        	
           
        
	

        	
          
            /s/ Richard P. Chapman, Jr.
          

        
	

        	
          Richard P. Chapman, Jr.
        
	

        	
          Chairman and Chief Executive Officer
        
	

        	
          Brookline Bank and Brookline Bancorp, Inc.
        


    

    
      
        

        

      

      
        
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      Appendix A
    

    
      The lump sum present value of the Grandfathered Benefit as of December
      31, 2004 equals $3,585,587.
    

    
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