Exhibit 4


              INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE



                             BROOKLINE BANCORP, INC.
                            BROOKLINE, MASSACHUSETTS




           $0.01 par value common stock--fully paid and non-assessable

This certifies that _____________________________ is the owner of __________
shares of the common stock of Brookline Bancorp, Inc. (the "Corporation"), a
Delaware corporation.

The shares evidenced by this certificate are transferable only on the stock
transfer books of the Corporation by the holder of record hereof, in person or
by his duly authorized attorney or legal representative, upon surrender of this
certificate properly endorsed. This Certificate is not valid until countersigned
and registered by the Corporation's transfer agent and registrar. THIS SECURITY
IS NOT A DEPOSIT OR ACCOUNT AND IS NOT FEDERALLY INSURED OR GUARANTEED.

IN WITNESS WHEREOF, the Corporation has caused this certificate to be executed
by the facsimile signatures of its duly authorized officers and has caused its
seal to be affixed hereto.

DATED:____________________


----------------------                                  -----------------------
      Secretary                    (SEAL)                      President





     The shares evidenced by this Certificate are subject to a limitation
contained in the Certificate of Incorporation to the effect that in no event
shall any record owner of any outstanding Common Stock which is beneficially
owned, directly or indirectly, by a person who beneficially owns in excess of
10% of the outstanding shares of Common Stock (the "Limit") be entitled or
permitted to any vote in respect of shares held in excess of the Limit.

     The Board of Directors of the Corporation is authorized by resolution or
resolutions, from time to time adopted, to provide for the issuance of serial
preferred stock in series and to fix and state the voting powers, designations,
preferences, limitations and restrictions thereof. The Corporation will furnish
to any shareholder upon request and without charge a full description of each
class of stock and any series thereof.

     The shares represented by this Certificate may not be cumulatively voted on
any matter. The Certificate of Incorporation requires the affirmative vote of
the holders of at least 80% of the voting stock of the Corporation, voting
together as a single class, to approve certain transactions and to amend certain
provisions of the Certificate of Incorporation.

     The following abbreviations when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations.

TEN COM - as tenants in common    UNIF GIFT MIN ACT -        Custodian
                                                     -------          ---------
                                                      (CUST)            (MINOR)
TEN ENT - as tenants by the entireties
                                           Under Uniform Transfers to Minors Act
JT TEN - as joint tenants with right
         of survivorship and not as         -----------------------------------
         tenants in common(STATE)                         (STATE)

     Additional abbreviations may also be used though not in the above list


For value received, ____________ hereby sell, assign and transfer unto





PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER




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    (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
                                   ASSIGNEE)





                                                                       Shares of
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the Common Stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint ___________________________________________
Attorney to transfer the said shares on the books of the within named
corporation with full power of substitution in the premises.



Dated, _____________________


In the presence of                           Signature:

                                             ----------------------------------

NOTE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME OF THE
STOCKHOLDER(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATSOEVER.