SC 13D

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No.     )*

Bancorp Rhode Island, Inc.

(Name of Issuer)

Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

059690107

(CUSIP Number)

Paul A. Perrault

Brookline Bancorp, Inc.

160 Washington Street

Brookline, MA 02447

(617) 730-3500

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

April 19, 2011

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.

(Continued on the following pages)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

CUSIP No.   059690107						13D
	1.	Names of Reporting Persons Brookline Bancorp, Inc.
	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds* OO
	5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 1,205,909 (1)
			8.	Shared Voting Power 0
			9.	Sole Dispositive Power 1,205,909 (1)
			10.	Shared Dispositive Power 0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,205,909 (1)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shareso
	13.	Percent of Class Represented by Amount in Row 11 24.5% (2)
	14.	Type of Reporting Person CO

(1) Includes 230,213 options to purchase Bancorp Rhode Island, Inc. common stock that are exercisable within 60 days of the date of this Schedule 13D.  Beneficial ownership of the common stock referred to herein is being reported hereunder solely because Brookline Bancorp, Inc. may be deemed to have beneficial ownership, as a result of the Voting Agreements (described further in Items 4 and 5 of this Schedule 13D) among Brookline Bancorp, Inc. and certain shareholders of Bancorp Rhode Island, Inc. Brookline Bancorp, Inc.’s reported voting and dispositive power with respect to such shares of common stock is limited in all cases to the purposes described in the Voting Agreements. The filing of this Schedule 13D shall not be construed as an admission that Brookline Bancorp,

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CUSIP No.   059690107 13D

Inc. is, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, the beneficial owner of any of such shares of Bancorp Rhode Island, Inc., and such beneficial ownership is expressly disclaimed.

(2)  Assumes that there are 4,694,241 shares of common stock, par value $0.01 per share, of Bancorp Rhode Island, Inc. outstanding, based on information provided by Bancorp Rhode Island, Inc.

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CUSIP No.   059690107 13D

Item 1.Security and Issuer.

This Schedule 13D relates to the common stock, par value $0.01 per share (the “Common Stock”), of Bancorp Rhode Island, Inc., a Rhode Island corporation (the “Issuer”), with its principal executive offices located at One Turks Head Place, Providence, Rhode Island 02903.  Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

Item 2.Identity and Background.

(a) — (c) This Schedule 13D is being filed by Brookline Bancorp, Inc., a Delaware corporation (“Brookline”), in connection with the transactions contemplated by the Agreement and Plan of Merger, dated April 19, 2011 (the “Merger Agreement”), by and between Brookline and the Issuer.  Brookline operates as the bank holding company for Brookline Bank and First National Bank of Ipswich.  The business address for Brookline is 160 Washington Street, Brookline, Massachusetts 02447.  Attached hereto as Exhibit 1 is a list of the directors and executive officers of Brookline which contains the information required to be provided in this statement with respect to each such person and is specifically incorporated herein by reference.

(d) During the last five years, none of the persons identified in Exhibit 1 have been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the persons identified in Exhibit 1 have been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Each of the persons listed in Exhibit 1 is a citizen of the United States of America.

Item 3.Source and Amount of Funds or Other Consideration.

On April 19, 2011, Brookline entered into a Voting Agreement (each a “Voting Agreement” and, collectively, the “Voting Agreements”) with each of the following persons as an inducement for Brookline to enter into the Merger Agreement discussed in Item 4 and in consideration thereof: Merrill W. Sherman; Linda H. Simmons; Mark J. Meiklejohn; Robert H. Wischnowsky; Daniel W. West; Anthony F. Andrade; John R. Berger; Richard L. Bready; Malcolm G. Chace (and certain trusts and other affiliates of Mr. Chace); Ernest J. Chornyei, Jr. (and a trust affiliated with Mr. Chornyei); Meredith A. Curren; Edward J. Mack II; Michael E. McMahon; Bogdan Nowak; Pablo Rodriguez, M.D.; Cheryl W. Snead; and John A. Yena (collectively, the “Shareholders”).  The Shareholders are comprised of certain directors and executive officers of the Issuer.  Brookline has not paid additional consideration to the Shareholders or the Issuer in connection with the execution and delivery of the Voting Agreements.

The information set forth in Item 4 of this Schedule 13D is hereby incorporated by reference.

Item 4.Purpose of Transaction.

(a) — (b)  On April 19, 2011, the Issuer and Brookline entered into the Merger Agreement.  Subject to the terms and conditions of the Merger Agreement, the Issuer will merge with and into Brookline (the “Merger”), with Brookline continuing as the surviving corporation (the “Surviving Company”).  As a result of the Merger, each share of Common Stock issued and outstanding immediately prior to the effective time of the Merger will be converted into the right to receive, at the election of the holder, either (1) $48.25 in cash (the “Cash Consideration”), without interest, or (2) 4.686 shares of Brookline common stock (the “Stock Consideration”), subject to allocation and proration procedures which provide that, in the aggregate, 2,347,000 shares of Common Stock will be converted into the Stock Consideration and the remaining shares of outstanding Common Stock will be converted into the Cash Consideration.  The obligations of the parties to the Merger Agreement to effect the Merger are subject to certain conditions, including the approval of the Merger by the Issuer’s shareholders and the receipt of applicable federal and state bank regulatory approvals.

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CUSIP No.   059690107 13D

Brookline entered into the Voting Agreements in connection with the Merger Agreement.  Pursuant to the Voting Agreements, each of the Shareholders agreed to vote, and has granted to Brookline an irrevocable proxy and power of attorney to vote, his or her shares of Common Stock owned as of April 19, 2011 or acquired thereafter: (i) in favor of adoption and approval of the Merger Agreement and the transactions contemplated thereby, including the Merger; (ii) against any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty, or any other obligation or agreement of the Issuer contained in the Merger Agreement or of the Shareholder contained in the Voting Agreement, or that would preclude fulfillment of a condition under the Merger Agreement to the Issuer’s and Brookline’s respective obligations to consummate the Merger; and (iii) against any Acquisition Proposal, or any agreement or transaction that is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the consummation of the Merger or any of the transactions contemplated by the Merger Agreement.

The term “Acquisition Proposal” is defined under the Merger Agreement as any inquiry, offer or proposal (other than an inquiry, offer or proposal from Brookline), whether or not in writing, contemplating, relating to, or that could reasonably be expected to lead to, (A) any transaction or series of transactions involving any merger, consolidation, recapitalization, share exchange, liquidation, dissolution or similar transaction involving the Issuer or any of its subsidiaries; (B) any transaction pursuant to which any third party or group acquires or would acquire (whether through sale, lease or other disposition), directly or indirectly, any assets of the Issuer or any of its subsidiaries representing, in the aggregate, 15% or more of the assets of the Issuer and its subsidiaries on a consolidated basis; (C) any issuance, sale or other disposition of (including by way of merger, consolidation, share exchange or any similar transaction) securities (or options, rights or warrants to purchase or securities convertible into, such securities) representing 15% or more of the votes attached to the outstanding securities of the Issuer or any of its subsidiaries; (D) any tender offer or exchange offer that, if consummated, would result in any third party or group beneficially owning 15% or more of any class of equity securities of the Issuer or any of its subsidiaries; or (E) any transaction which is similar in form, substance or purpose to any of the foregoing transactions, or any combination of the foregoing.

The Voting Agreements also provide that, except under certain limited circumstances, each Shareholder will not sell, assign, transfer or otherwise dispose of or encumber any of such Shareholder’s shares of Common Stock owned as of April 19, 2011 or acquired thereafter.  The Voting Agreements will terminate upon the earlier of the effective time of the Merger or the termination of the Merger Agreement in accordance with its terms.

The purpose of the transactions contemplated by the Voting Agreements is to support the consummation of the transactions contemplated under the Merger Agreement.

(c) Not applicable.

(d) The Merger Agreement provides for Merrill W. Sherman, Chief Executive Officer of the Issuer, and another current director of the Issuer to be elected to the Board of Directors of the Surviving Company upon completion of the Merger and for Paul A. Perrault, Chief Executive Officer of Brookline, to replace Ms. Sherman on the Board of Directors of Bank Rhode Island, the Issuer’s bank subsidiary (“BankRI”). Also at the closing of the Merger, Ms. Sherman will retire from the Issuer and BankRI and Mark Meiklejohn, currently BankRI’s Executive Vice President and Chief Lending Officer, will become President and Chief Executive Officer of BankRI.

(e) Other than as a result of the Merger described in Item 4(a) above, not applicable.

(f) Other than as a result of the Merger described in Item 4(a) above, not applicable.

(g) Not applicable.

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CUSIP No.   059690107 13D

(h) - (i) If the Merger is consummated as planned, the Issuer’s common stock will be deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and delisted from the NASDAQ Global Select Market.

(j) Other than as described above, Brookline currently has no plans or proposals which relate to or would result in any of the matters listed in Items 4(a)-(j) of Schedule 13D.

The foregoing descriptions of the Merger Agreement and the Voting Agreements do not purport to be complete and are qualified in their entirety by the terms of such documents, which are attached hereto as Exhibit 2 and Exhibit 3, respectively, and are incorporated herein by reference.

Except as set forth herein, Brookline does not have any contracts, arrangements, understandings or relationships with respect to any securities of the Issuer.

Item 5.Interest in Securities of the Issuer.

(a)-(b) Prior to April 19, 2011, Brookline was not the beneficial owner (as defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) of any shares of Common Stock.  Upon execution of the Voting Agreements, Brookline may be deemed to have acquired sole voting power (for the purposes described in the Voting Agreements and not for any other purpose) with respect to, and beneficial ownership of, the shares of Common Stock beneficially owned by each of the Shareholders. Based on representations made by the Shareholders in the Voting Agreements, the Shareholders subject to the Voting Agreements beneficially own 1,205,909 shares of Common Stock (which includes 230,213 options to purchase Common Stock that are exercisable within 60 days of the date of this Schedule 13D), constituting approximately 24.5% of the total class of Common Stock (based on 4,694,241 shares of Common Stock outstanding as of April 19, 2011 as represented by the Issuer in the Merger Agreement).  Brookline’s power to vote or direct the voting, or to dispose or direct the disposition, of shares of Common Stock is limited to the shares of Common Stock subject to the Voting Agreements and the terms set forth in the Voting Agreements.  The filing of this Schedule 13D shall not be construed as an admission that Brookline is, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, the beneficial owner of any of such shares of the Issuer, and such beneficial ownership is expressly disclaimed.

(c) The information set forth in Item 4 above is incorporated herein by reference.

(d) To Brookline’s knowledge, each Shareholder has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock owned by such Shareholder and reported by this statement

(e) Not Applicable.

Item 6.Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The information set forth in Item 4 hereof is hereby incorporated by reference into this Item 6.

Item 7.Material to be Filed as Exhibits.

Exhibit 1:	Directors and Executive Officers of Brookline Bancorp, Inc.
Exhibit 2:	Agreement and Plan of Merger, dated as of April 19, 2011, by and between Bancorp Rhode Island, Inc. and Brookline Bancorp, Inc. (Incorporated by reference to Exhibit No. 2.1 to Brookline’s Current Report on Form 8-K filed on April 22, 2011)

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CUSIP No.   059690107 13D

Exhibit 3: Form of Voting Agreement by and between Brookline Bancorp, Inc. and certain shareholders of Bancorp Rhode Island, Inc., each dated as of April 19, 2011

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CUSIP No.   059690107 13D

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

Date:  April 28, 2011

BROOKLINE BANCORP, INC.
By:	/s/ Paul R. Bechet
Name:	Paul R. Bechet
Title:	Chief Financial Officer

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CUSIP No.   059690107 13D

EXHIBIT INDEX

Exhibit 1:	Directors and Executive Officers of Brookline Bancorp, Inc.
Exhibit 2:	Agreement and Plan of Merger, dated as of April 19, 2011, by and between Bancorp Rhode Island, Inc. and Brookline Bancorp, Inc. (Incorporated by reference to Exhibit No. 2.1 to Brookline’s Current Report on Form 8-K filed on April 22, 2011)
Exhibit 3:	Form of Voting Agreement by and between Brookline Bancorp, Inc. and certain shareholders of Bancorp Rhode Island, Inc., each dated as of April 19, 2011

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EX-1

EXHIBIT 1

DIRECTORS AND EXECUTIVE OFFICERS OF BROOKLINE BANCORP, INC.

The address of each of the following directors and/or executive officers of Brookline Bancorp, Inc., a Delaware corporation (“Brookline”), is c/o Brookline Bancorp, Inc., 160 Washington Street, Brookline, Massachusetts 02447.

·Paul A. Perrault.  Mr. Perrault is the President and Chief Executive Officer of Brookline.

·Paul R. Bechet.  Mr. Bechet is the Senior Vice President, Chief Financial Officer and Treasurer of Brookline.

·Michael J. Fanger.  Mr. Fanger is President and Chief Executive Officer of Eastern Funding LLC, a wholly-owned subsidiary of Brookline.

·M. Robert Rose.  Mr. Rose is Chief Credit Officer of Brookline.

·Jane M. Wolchonok.  Ms. Wolchonok is Senior Vice President of Brookline.

·Peter O. Wilde.  Mr. Wilde is a director of Brookline and was President of Tuftane Extrusion Technologies, Inc., a manufacturing company.

·John J. Doyle, Jr.  Mr. Doyle is a director of Brookline and is President and Chief Executive Officer of Randolph Savings Bank, a mutual savings bank.

·Thomas J. Hollister.  Mr. Hollister is a director of Brookline and is Chief Operating Officer of Global Partners, LP.

·Charles H. Peck.  Mr. Peck is a director of Brookline and was formerly President of Brookline Bank, a subsidiary of Brookline.

·Joseph J. Slotnik.  Mr. Slotnik is the Chairman of the Board of Directors of Brookline and was managing partner of the Boston office of a brokerage and investment firm.

·David C. Chapin.  Mr. Chapin is a director of Brookline and is Principal of Chapin Properties Team Ltd., a real estate investment, property appraisal and management company.

·John A. Hackett.  Mr. Hackett is a director of Brookline and was the head of J. J. Ruddy Insurance Agency, Inc.

·John L. Hall, II.  Mr. Hall is a director of Brookline and is President of Hall Properties, Inc., a real estate investment, management and development company.

·Rosamond B. Vaule.  Ms. Vaule is a director of Brookline and is active in volunteer work for various educational and charitable organizations.

EX-3

EXHIBIT 3

VOTING AGREEMENT

VOTING AGREEMENT (“Agreement”), dated as of April 19, 2011, by and between Brookline Bancorp, Inc., a Delaware corporation (“Buyer”), and the undersigned holder (“Shareholder”) of common stock, par value $0.01 per share (“Common Stock”), of Bancorp Rhode Island, Inc., a Rhode Island corporation (the “Company”).

WHEREAS, concurrently with the execution of this Agreement, Buyer and the Company have entered into an Agreement and Plan of Merger (as such agreement may be subsequently amended or modified, the “Merger Agreement”), providing for the merger of the Company with and into Buyer (the “Merger”);

WHEREAS, the Shareholder beneficially owns (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and has sole voting power with respect to the number of shares of Common Stock, and holds stock options or other rights to acquire the number of shares of Common Stock, indicated opposite the Shareholder’s name on Schedule 2 attached hereto (as used herein, the term “Shares” means all shares of Common Stock, whether such shares of Common Stock are held by the Shareholder on the date of this Agreement or are subsequently acquired prior to the Expiration Date (as defined in Section 2), whether by the exercise of any stock options or otherwise);

WHEREAS, it is a condition to the willingness of Buyer to enter into the Merger Agreement that the Shareholder execute and deliver this Agreement; and

WHEREAS, all capitalized terms used in this Agreement without definition herein shall have the meanings ascribed to them in the Merger Agreement.

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Shareholder and Buyer agree as follows:

1.Agreement to Vote Shares.  The Shareholder agrees that, prior to the Expiration Date, at any meeting of the shareholders of the Company, or any adjournment or postponement thereof, or in connection with any written consent of the shareholders of the Company, with respect to the Merger Agreement or any of the transactions contemplated thereby (including the Merger) or any Acquisition Proposal, the Shareholder shall:

(a)appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; and

(b)vote (or cause to be voted), or deliver a written consent (or cause a consent to be delivered) covering, all of the Shares that such Shareholder shall be entitled to so vote (i) in favor of adoption and approval of the Merger Agreement and the transactions contemplated thereby, including the Merger; (ii) against any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty, or any

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other obligation or agreement of the Company contained in the Merger Agreement or of the Shareholder contained in this Agreement, or that would preclude fulfillment of a condition under the Merger Agreement to the Company’s and Buyer’s respective obligations to consummate the Merger; and (iii) against any Acquisition Proposal, or any agreement or transaction that is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the consummation of the Merger or any of the transactions contemplated by the Merger Agreement.

Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent.

2.Expiration Date.  As used in this Agreement, the term “Expiration Date” shall mean the earliest to occur of (i) the Effective Time, (ii) such date and time as the Merger Agreement shall be terminated pursuant to Article VIII thereof, or (iii) upon mutual written agreement of the parties hereto to terminate this Agreement.  Upon termination or expiration of this Agreement, no party shall have any further obligations or liabilities under this Agreement; provided, however, that such termination or expiration shall not relieve any party from liability for any willful breach of this Agreement prior to the termination or expiration hereof.

3.Agreement to Retain Shares.  The Shareholder shall not, except as contemplated by this Agreement or the Merger Agreement, or except as set forth on Schedule 1 attached hereto, directly or indirectly, (a) sell, assign, transfer, or otherwise dispose of (including, without limitation, by the creation of a Lien (as defined in Section 4(c)), any Shares, (b) enter into any contract, option, commitment or other arrangement or understanding with respect to the sale, transfer, assignment or other disposition of, any Shares, (c) deposit any Shares in a voting trust or enter into a voting agreement or similar agreement with respect to any Shares or grant any proxy or power of attorney with respect thereto other than in accordance with the terms and conditions of this Agreement, or (d) take any action that would make any representation or warranty of the Shareholder contained herein untrue or incorrect or have the effect of preventing or disabling the Shareholder from performing the Shareholder’s obligations under this Agreement.  Notwithstanding the foregoing, the Shareholder may make (a) transfers of Shares by will or by operation of law, in which case this Agreement shall bind the transferee, (b) transfers of Shares in connection with estate and charitable planning purposes, including transfers to relatives, trusts and charitable organizations, subject to the transferee agreeing in writing to be bound by the terms of, and perform the obligations of the Shareholder under, this Agreement, and (c) as Buyer may otherwise agree in writing in its sole discretion.

4.Representations and Warranties of Shareholder.  Except as disclosed on Schedule 2 hereto, the Shareholder hereby represents and warrants to Buyer as follows:

(a)the Shareholder has the full power and authority to execute and deliver this Agreement and to perform the Shareholder’s obligations hereunder;

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(b)this Agreement has been duly executed and delivered by the Shareholder and (assuming this Agreement constitutes a valid and binding agreement of Buyer) is a valid and legally binding agreement with respect to the Shareholder, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles);

(c)the Shareholder beneficially owns the number of Shares indicated opposite such Shareholder’s name on Schedule 2, free and clear of any liens, claims, charges or other encumbrances or restrictions of any kind whatsoever, except for any Shares constituting restricted stock of the Company (“Liens”), and, except as indicated on Schedule 2, has sole, and otherwise unrestricted, voting and investment power with respect to such Shares, and none of the Shares are subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the Shares, except as contemplated by this Agreement (the Shareholder agrees to promptly notify Buyer in writing of the nature and amount of any Shares acquired after the date hereof, and such Shares shall be subject to the foregoing representations and warranties);

(d)the Shareholder understands that at the Effective Time, (i) each outstanding Share listed on Schedule 2 shall be converted into, as provided in and subject to the limitations set forth in the Merger Agreement, the right to receive at the election of the Shareholder either (1) $48.25 in cash, without interest, or (2) 4.686 shares of Buyer Common Stock, and (ii) each option to purchase Common Stock, whether vested or unvested, which is outstanding immediately prior to the Effective Time and which has not been exercised or cancelled prior thereto shall, at the Effective Time, be cancelled and, the Company shall pay to the holder thereof cash in an amount equal to the product of (i) the number of shares of Common Stock provided for in such option and (ii) the excess, if any, of $48.25 over the exercise price per share of Common Stock provided for in such option, which cash payment shall be made without interest and shall be net of all applicable withholding taxes;

(e)the execution and delivery of this Agreement by the Shareholder does not, and the performance by the Shareholder of his, her or its obligations hereunder and the consummation by the Shareholder of the transactions contemplated hereby will not, violate or conflict with, or constitute a default under, any agreement, instrument, contract or other obligation or any order, arbitration award, judgment or decree to which the Shareholder is a party or by which the Shareholder is bound, or any statute, rule or regulation to which the Shareholder is subject or, in the event that the Shareholder is a corporation, partnership, trust or other entity, any bylaw or other organizational document of the Shareholder; and

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(f)the execution and delivery of this Agreement by the Shareholder does not, and the performance of this Agreement by the Shareholder does not and will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority by the Shareholder except for applicable requirements, if any, of the Exchange Act, and except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance by the Shareholder of his, her or its obligations under this Agreement in any material respect.

5.Irrevocable Proxy.  Subject to the last sentence of this Section 5, by execution of this Agreement, the Shareholder does hereby appoint Buyer with full power of substitution to any affiliate of Buyer, as the Shareholder’s true and lawful attorney and irrevocable proxy, to the full extent of the Shareholder’s rights with respect to the Shares, to vote, if the Shareholder is unable to perform his, her or its obligations under this Agreement, each of such Shares that the Shareholder shall be entitled to so vote with respect to the matters set forth in Section 1 hereof at any meeting of the shareholders of the Company, and at any adjournment or postponement thereof, and in connection with any action of the shareholders of the Company taken by written consent.  The Shareholder intends this proxy to be irrevocable and coupled with an interest hereafter until the Expiration Date and hereby revokes any proxy previously granted by the Shareholder with respect to the Shares with respect to the matters set forth in Section 1 hereof.  Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date of this Agreement.

6.No Solicitation.  From and after the date hereof until the Expiration Date, the Shareholder, in his, her or its capacity as a shareholder of the Company, shall not, nor shall such Shareholder authorize any partner, officer, director, advisor or representative of, such Shareholder or any of his, her or its affiliates, other than the Company in accordance with the terms of the Merger Agreement, to (and, to the extent applicable to the Shareholder, such Shareholder shall use reasonable best efforts to prevent any of his, her or its representatives or affiliates, other than the Company in accordance with the terms of the Merger Agreement, to) (a) initiate, solicit, induce or knowingly encourage, or take any action to facilitate the making of, any inquiry, offer or proposal which constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (b) participate in any discussions or negotiations regarding any Acquisition Proposal, or furnish, or otherwise afford access, to any person (other than Buyer) any information or data with respect to the Company or any of its Subsidiaries or otherwise relating to an Acquisition Proposal, (c) enter into any agreement, agreement in principle or letter of intent with respect to an Acquisition Proposal, (d) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A under the Exchange Act) with respect to an Acquisition Proposal (other than the Merger Agreement) or otherwise encourage or assist any party in taking or planning any action that would compete with, restrain or otherwise serve to interfere with or inhibit the timely consummation of the Merger in accordance with the terms of the Merger Agreement, (e) initiate a shareholders’ vote or action by consent of the Company’s shareholders with respect to an Acquisition Proposal, or (f) except by reason of this Agreement, become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of the Company that takes any action in support of an Acquisition Proposal.

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7.Specific Enforcement.  The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance with the terms hereof or was otherwise breached.  It is accordingly agreed that the parties shall be entitled to specific relief hereunder, including, without limitation, an injunction or injunctions to prevent and enjoin breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof, in any state or federal court located in the State of Rhode Island, in addition to any other remedy to which they may be entitled at law or in equity.  Any requirements for the securing or posting of any bond with respect to any such remedy are hereby waived.

8.No Waivers.  No waivers of any breach of this Agreement extended by Buyer to the Shareholder shall be construed as a waiver of any rights or remedies of Buyer with respect to any other shareholder of the Company who has executed an agreement substantially in the form of this Agreement with respect to Shares beneficially owned by such shareholder or with respect to any subsequent breach of the Shareholder or any other such shareholder of the Company.  No waiver of any provisions hereof by either party shall be deemed a waiver of any other provisions hereof by any such party, nor shall any such waiver be deemed a continuing waiver of any provision hereof by such party.

9.Capacity as Shareholder.  Notwithstanding anything herein to the contrary, the covenants and agreements set forth herein shall not prevent the Shareholder, (a) if the Shareholder is serving on the Board of Directors of the Company, from exercising his or her duties and obligations as a director of the Company or otherwise taking any action, subject to the applicable provisions of the Merger Agreement, while acting in such capacity as a director of the Company, or (b) if the Shareholder is serving as a trustee or fiduciary of any ERISA plan or trust, from exercising his or her duties and obligations as a trustee or fiduciary of such ERISA plan or trust.  The Shareholder is executing this Agreement solely in his or her capacity as a shareholder of the Company.

10.Entire Agreement; Amendments.  This Agreement supersedes all prior agreements, written or oral, among the parties hereto with respect to the subject matter hereof and contains the entire agreement among the parties with respect to the subject matter hereof.  This Agreement may not be amended, supplemented or modified, and no provisions hereof may be modified or waived, except by an instrument in writing signed by each party hereto.

11.Further Assurances.  From time to time and without additional consideration, the Shareholder shall execute and deliver, or cause to be executed and delivered, such additional transfers, assignments, endorsements, proxies, consents and other instruments, and shall take such further actions, as Buyer may reasonably request for the purpose of carrying out and furthering the intent of this Agreement.

12.Severability.  If any term or other provision of this Agreement is determined to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party.  Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as

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possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

13.Counterparts.  This Agreement may be executed in one or more counterparts, each of which will be deemed an original but all of which together shall constitute one and the same instrument.

14.Effect of Headings.  The section headings herein are for convenience only and shall not affect the construction or interpretation of this Agreement.

15.Public Disclosure.  The Shareholder shall not issue or cause the publication of any press release or other public announcement (to the extent not previously issued or made in accordance with the Merger Agreement) with respect to this Agreement, the Merger Agreement or the transactions contemplated by the Merger Agreement, including the Merger, without the prior consent of Buyer.  The Shareholder hereby permits Buyer to publish and disclose in any document and/or schedule filed by Buyer with the Securities and Exchange Commission such Shareholder’s identity and ownership of Shares and the nature of such Shareholder’s commitments and obligations pursuant to this Agreement.

16.Assignment.  This Agreement may not be assigned by any party hereto without the prior written consent of the other party hereto; provided, however, that, notwithstanding the foregoing, Buyer may assign its rights and obligations under this Agreement to any Subsidiary wholly owned by it.  All of the covenants and agreements contained in this Agreement shall be binding upon, and inure to the benefit of, the respective parties and their permitted successors, assigns, heirs, executors, administrators and other legal representatives, as the case may be.

17.Governing Law.  This Agreement shall be governed by the laws of the Commonwealth of Massachusetts, without giving effect to the principles of conflicts of laws thereof.  The parties hereto hereby irrevocably and unconditionally consent to and submit to the jurisdiction of the courts of the State of Rhode Island and of the United States of America located in the State of Rhode Island (the “Rhode Island Courts”) for any litigation arising out of or relating to this Agreement and the transactions contemplated hereby, waive any objection to the laying of venue of any such litigation in the Rhode Island Courts and agree not to plead or claim in any Rhode Island Court that such litigation brought therein has been brought in any inconvenient forum.

18.Waiver of Jury Trial.  The parties hereto hereby waive any right to trial by jury with respect to any action or proceeding related to or arising out of this Agreement, any document executed in connection herewith and the matters contemplated hereby and thereby.

19.No Agreement Until Executed.  Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s Articles of Incorporation, as amended, the transactions contemplated by the Merger Agreement and this

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Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

BROOKLINE BANCORP, INC.
By:
	Name:
	Title:
SHAREHOLDER
By:
	Name: