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                                                                    Exhibit 10.6


                                 THIRD AMENDMENT
                                     TO THE
              BROOKLINE SAVINGS BANK EMPLOYEE STOCK OWNERSHIP PLAN

         The Brookline Savings Bank Employee Stock Ownership Plan is hereby
amended effective November 1, 1998, unless otherwise stated in accordance with
the following:

                                  FIRST CHANGE

         Section 2, the definition of "415 Compensation" is hereby amended to
read as follows:

         "415 Compensation" shall mean a Participant's wages, salaries, fees for
professional services and other amounts received (without regard to whether an
amount is paid in cash) for personal services actually rendered in the course of
employment with the Employer while a Participant in the Plan to the extent that
the amounts are includable in gross income (including, but not limited to,
commissions paid to salesmen, compensation for services on the basis of a
percentage of profits, commissions on insurance premiums, tips, bonuses,
severance payments and amounts paid as a result of termination, fringe benefits,
reimbursements or other expense allowances under a nonaccountable plan (as
described in Section 1.62-2(c) of the Treasury Regulations)), any elective
deferral (as defined in Code Section 402(g)(3) and any amount which is
contributed or deferred by the employer at the election of the employee and
which is not includable in the gross income of the Employee by reason of Code
Section 125 or 457, and excluding the following:

         (i) Any distributions from a plan of deferred compensation are not
considered as compensation for Code Section 415 purposes, regardless of whether
such amounts are includable in the gross income of the Employee when
distributed. However, any amounts received by an Employee pursuant to an
unfunded non-qualified plan may be considered as compensation for Code Section
415 purposes in the year such amounts are includable in the gross income of the
Employee.

         (ii) Amounts realized from the exercise of a non-qualified stock
option, or when restricted stock (or property) held by an Employee either
becomes freely transferable or is no longer subject to a substantial risk of
forfeiture.

         (iii) Amounts realized from the sale, exchange or other disposition of
stock acquired under a qualified stock option.

         (iv) Other amounts which receive special tax benefits, such as premiums
for group term life insurance (but only to the extent that the premiums are not
includable in the gross income of the Employee).

         415 Compensation in excess of $160,000 (as indexed) shall be
disregarded for all Participants. For purposes of this sub-section, the $160,000
limit shall be referred to as the "applicable limit" for the Plan Year in
question. Such amount shall be adjusted in such manner as permitted under Code
Section 401(a)(17)(B), effective for the Plan Year which begins within the

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applicable calendar year. For purposes of the applicable limit, 415 Compensation
shall be prorated over short Plan Years.

                                  SECOND CHANGE

         Section 4.3, the definition of "Cash Compensation" is hereby amended to
read as follows:

         "Cash Compensation" means a Participant's 415 Compensation as defined
in Section 2 of the Plan.



         IN WITNESS WHEREOF, this Amendment has been adopted by the Bank as of
the 16th day of June, 1999 and executed by its duly authorized officers.

ATTEST:                                              BROOKLINE SAVINGS BANK



--------------------                                 ---------------------------
Clerk                                                Executive Officer

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                                FOURTH AMENDMENT
                                     TO THE
              BROOKLINE SAVINGS BANK EMPLOYEE STOCK OWNERSHIP PLAN

         The Brookline Savings Bank Employee Stock Ownership Plan is hereby
amended effective January 1, 2000, unless otherwise stated in accordance with
the following:

                                  FIRST CHANGE

         Section 1.4, FISCAL PERIOD, shall be amended by replacing "November 1
to October 31" with "January 1 to December 31."

                                  SECOND CHANGE

         Section 2, the definition of "ENTRY DATE," shall be amended to read as
follows:

         "ENTRY DATE" means each January 1 and July 1 of each Plan Year.

                                  THIRD CHANGE

         Section 2, the definition of "PLAN YEAR" shall be amended to read as
follows:

         "PLAN YEAR" means each period of 12 consecutive months beginning on
January 1 and ending on December 31.

                                  FOURTH CHANGE

         Section 3.2(b) shall be amended by replacing "November 1" with
"January 1."

                                  FIFTH CHANGE

         Section 5.1-6 shall be amended to read as follows:

         A limitation year shall mean each 12 consecutive months period
beginning each January 1.

         IN WITNESS WHEREOF, this Amendment has been adopted by the Bank as of
the 20th day of January, 2000 and executed by its duly authorized officers.

ATTEST:                                              BROOKLINE SAVINGS BANK



--------------------                                 ---------------------------
Clerk                                                Executive Officer