8-K/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): July 22, 2008

Boston Private Financial Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

Massachusetts	0-17089	04-2976299
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

Ten Post Office Square, Boston, Massachusetts 02109

(Address of principal executive offices)

(617) 912-1900

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the fling obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

This Amendment No. 1 to Boston Private Financial Holdings, Inc.’s (“Boston Private”) Current Report on Form 8-K/A is being furnished solely to correct certain typographical errors and to add certain financial tables to Boston Private’s earnings release included in Exhibit 99.1 to the original Current Report on Form 8-K furnished on July 22, 2008. The information in this Current Report on Form 8-K/A is furnished under Item 2.02—”Results of Operations and Financial Condition.” Such information, including the exhibits attached hereto, shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K/A shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits-See Exhibit Index following signature page.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunder duly authorized.

BOSTON PRIVATE FINANCIAL HOLDINGS, INC.
By:	/s/ David J. Kaye
Name:	David J. Kaye
Title:	Chief Financial Officer

Date: July 22, 2008

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of the Company dated July 22, 2008.

EX-99.1

Exhibit 99.1

Press Release BOSTON PRIVATE FINANCIAL HOLDINGS, INC. (NASDAQ—BPFH)

Boston Private Financial Holdings, Inc. Announces Results for Second Quarter Strong Operating Growth Combined with Non-Cash Charges Dividend Reduced in Conjunction with Capital Plan

Company Release - 07/22/2008 17:58

BOSTON — (BUSINESS WIRE) —

Boston Private Financial Holdings, Inc. (NASDAQ: BPFH) (“Boston Private”) today reported a second quarter GAAP loss of $80.6 million or $2.11 per share. The GAAP loss was driven by two non-cash charges totaling $82 million, net of tax, with an impact of $2.15 per share and by an increased loan loss provision at First Private Bank & Trust of $17.8 million, net of tax, or $0.42 per share. The non-cash charges include the previously announced non-cash compensation charge for the equity ownership restructuring of Westfield Capital, as well as the non-cash goodwill and intangible impairment charges associated with First Private. The goodwill impairment charge is the direct result of continued economic deterioration in Southern California, its negative impact on First Private’s loan portfolio, and the resulting deterioration in the value of this affiliate.

Operational highlights for the second quarter of 2008 include:

• Total revenue 24% higher than a year ago, up 2% on a linked quarter basis

• Loan growth of 4% and Deposit growth of 2% from the prior quarter

• AUM/Advisory grew 5% ($2 billion) during the quarter

• 88% of the Investment Management segments’ AUM performed in the top quartile of peer investment managers for the one year performance period.

“Our financial performance, with the exception of First Private, was very strong in a number of areas despite difficult and challenging market conditions,” said Timothy L. Vaill, Chairman and CEO. “I believe we have been able to weather these challenges because of our diversification, our focus on and the performance in the wealth management sector and the hard work of our exceptional team. During the second quarter we experienced continued strength and growth in many areas of our business from our fee-based affiliates to our core Private Banking Group. The exception, as we’ve noted, has been First Private Bank. While the performance of this affiliate weighs on our overall results for the quarter, we have isolated the loan portfolio issues and are aggressively working to resolve them. Importantly, this experience helped drive us to look even more closely at overall credit standards across our banks and further scrutinize our loan portfolios across the enterprise. As a result, we have significantly improved our company-wide risk management practices, resources and procedures. We are confident that we have put the right team in place, both locally and at the corporate level, to oversee and execute this process, led by our Private Banking Group CEO, James Dawson.”

Concurrent with this release of the second quarter 2008 earnings, and in conjunction with our capital plan, the Board of Directors of Boston Private Financial Holdings, Inc. voted to reduce the quarterly dividend from $0.10/share to $0.01/share effective with the next payout date of August 15, 2008. Mr. Vaill said, “By reducing our dividend at this time, we will significantly increase our internal generation of equity capital which, together with our external capital raising plan, will create a level of capital strength prudent in this kind of challenging economic environment. Over time, as and when conditions improve, we will re-evaluate our dividend rate and when appropriate, hope to return our dividend payout ratio to a level more in line with our historical practices.”

Financial Highlights

• Total revenues for the second quarter 2008 were up 24% to $120.0 million, compared to revenues of $96.6 million a year ago. On a linked quarter basis, revenues were up $2.6 million, or 2%.

• Net Interest Income for the second quarter was up 17% to $51.8 million, compared to $44.2 million a year ago. On a linked quarter basis, net interest income was up $2.1 million, or 4%.

• Wealth Advisory fees for the second quarter were up 64% to

$12.7 million, compared to $7.7 million a year ago. On a linked quarter basis, Wealth Advisory fees increased $0.3 million, or 2%.

• Investment Management and Trust fees for the second quarter were up 4% to $42.3 million as compared to $40.4 million a year ago. On a linked quarter basis, Investment Management and Trust fees were up $1.9 million, or 5%.

• The Company recognized a gain of $5.1 million, net of tax, or $0.13 per share, from repurchasing $86.5 million of its 3% contingent convertible senior notes due in 2027. The funds were replaced with funding sources that had lower interest rates, which contributed to the decrease in the Company’s borrowing yields.

• Total Assets Under Management/Advisory increased 5% or $2 billion to $38 billion from consolidated and unconsolidated affiliates on a linked quarter basis, with $700 million coming from net new flows and $1.3 billion from investment performance.

Banking Segment (excluding First Private):

• Recorded $1.8 million in net charge-offs during the second quarter, which represented approximately 4 basis points of total loans as compared to $1.1 million or 2 basis points of total loans in net charge-offs during the first quarter of 2008.

• Non-performing loans as a percentage of total loans remained relatively flat at 71 basis points versus 70 basis points in the prior quarter.

• The allowance for credit losses as a percentage of total loans was 1.25%, higher than the prior quarter by 8 basis points.

• Classified loans, which include loans classified as either sub-standard, doubtful or loss, for the second quarter of 2008 were $92.5 million, up 76% from $52.5 million in the first quarter of 2008. 53% or $21.4 million is attributable to the Southern Florida region and 38% or $15.4 million is attributable to the Pacific Northwest region.

First Private Bank:

• First Private recorded $21.1 million in net charge-offs during the second quarter, compared to $0.6 million in the prior quarter.

• Non-performing loans increased $18.2 million to $69.4 million from the prior quarter.

• The allowance for credit losses as a percentage of total loans increased to 7.5%, up 60 basis points from the prior quarter.

• The classified loans increased to $152.9 million, or 5% in the second quarter of 2008 from $145.1 million in the first quarter of 2008.

• As a result of the increased provision and non-performing loans, the Company recorded an additional $13.7 million in goodwill impairment at First Private. This charge was in addition to the $20.6 million of impairment at First Private recorded in the first quarter of 2008.

“Our core banking business segment, excluding First Private, is performing well,” said David Kaye, CFO. “We had positive loan growth and deposit growth, and our investment portfolios are performing strongly. However, we are disappointed with the continuing deterioration and resultant charge-offs and provisions especially in Southern California. While we posted a provision expense of $31.9 million this quarter, 73% of the provision, or $23.3 million, is directly attributable to First Private, 18% attributable to other provisions, and 9% is directly related to strong loan growth at our other private banking affiliates. From 6/30/06 to 6/30/08 we have seen loans receivable increase from $4.0 billion to $5.6 billion, or 42%. As far as the rest of the business is concerned, we are pleased with the continuing strong performance from the fee-based businesses, which drove 50% of our revenues during the second quarter.”

Jay Cromarty, CEO of the Investment Management and Wealth Advisory Group said, “We experienced continued strong performance in the Asset Management and Wealth Advisory segments of our business in the second quarter. AUM was up 6% year over year and 7% on a linked quarter basis. Highlights of the quarter included significant net flows of approximately $700 million at Westfield and $100 million at Anchor. Dalton, Greiner experienced strong investment performance which now puts every one of their strategies ahead of its respective benchmark for the one, three, five, ten year and since inception time periods.”

Credit Commentary

As previously announced, the Company retained a leading independent loan review company to review the portfolios and credit practices in place across all five of its private banks, which is now complete. Reviews at First Private and Gibraltar Private were completed in the first quarter and reviews at the other three banks were completed in the second quarter. Management considered this independent review, among other factors, when establishing the loan loss reserves at the end of each quarter. Similar reviews by the same firm will be conducted on a regular basis at all of the Company’s banks on a going forward basis.

In addition to the independent loan review, the Company has undertaken a series of initiatives to implement enhanced credit quality, loan administration and overall risk management across the enterprise. These initiatives include naming James R. Shulman to the newly created position of Chief Credit Officer at the holding company, charged with overseeing credit across the organization and consolidating and standardizing key risk management practices including appraisal policies, loan reviews and loan loss reserve methodologies. Mr. Shulman brings over 20 years of experience working as an analyst on credit risk in both banking and investments.

Continued economic decline in Southern California impacted overall banking results. Provisions for loan losses were $31.9 million in the second quarter which reflects an increase of $12.3 million over the first quarter of 2008 with $23.3 million or 73% attributable to First Private.

“With continuing market deterioration, we and the banking industry as a whole face a challenging near-term outlook,” said James Dawson, CEO of the Private Banking Group. “However, we were encouraged by the results of the final report from the independent loan review firm on the loan portfolios across the Company. We’ve dedicated significant time to evaluating our credit quality and risk management practices, and I am confident that, with the additional steps we’ve taken and the people we have put in place, we are well positioned for the future.”

In Closing

Mr. Vaill concluded, “With the clarity of hindsight, we are committed to further enhancing the credit culture and portfolio, and mitigating our risks in Southern California going forward. We believe that the steps we’ve taken to strengthen our credit operations positions our Company for a strong recovery within a revised credit culture. Above all, we believe our core business strategy is very sound. We are focused on serving affluent customers in key geographic regions in the United States, providing wealth management products and services to help clients and their families and their businesses gather, protect, and grow their assets. We are diversified across banking and fee-based segments and with our affiliates located near pockets of emerging affluence, they are constantly generating new opportunities.

“As I have said for many years now, we are focused on building an organization that will create value for shareholders, customers and employees both in the near term and over time. We have a quality management team that has proven it can execute and deliver results and we have some of the best employees in the business who are focused on doing all they can to meet client needs in these trying times. Although the current environment is difficult, and may remain this way for a while, the foundation of our business—serving clients with excellence—is solid. We believe we are well-positioned to maintain a steady course and I am confident in our future prospects.”

Management will hold a conference call at 8:00 a.m. Eastern time on Wednesday, July 23, 2008, to discuss its financial results in more detail. To access the call:

Dial In #: 866-383-8119

International Dial In #: 617-597-5344

Passcode: 77828245

Replay Information:

Available from 7/23/2008 to 7/30/2008

Dial In #: 888-286-8010

International Dial In #: 617-801-6888

Passcode: 21295643

The call will be simultaneously webcast and may be accessed on the Internet by linking through www.bostonprivate.com.

Boston Private Wealth Management Group

Boston Private Wealth Management Group is a national financial service organization comprised of independently operated affiliates located in key regions of the U.S. that offer private banking, wealth advisory and investment management services to the high net worth marketplace, selected businesses and institutions. The Company enters demographically attractive markets through a very selective acquisition process and then expands by way of organic growth. It employs a distinct business strategy, empowering its affiliates to run independently such that they can best serve their clients at the local level, while at the same time providing strategic oversight and access to resources, both financial and intellectual, to support management, compliance, legal, marketing, and operations. (NASDAQ: BPFH).

For more information about Boston Private, visit the Company’s web site at www.bostonprivate.com.

Statements in this press release that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties. These statements include, among others, statements regarding our strategy, evaluations of future interest rate trends and liquidity, prospects for growth in assets, and prospects for overall results over the long term. You should not place undue reliance on our forward-looking statements. You should exercise caution in interpreting and relying on forward-looking statements because they are subject to significant risks, uncertainties and other factors which are, in some cases, beyond Boston Private’s control. Forward-looking statements are based on the current assumptions and beliefs of management and are only expectations of future results. Boston Private’s actual results could differ materially from those projected in the forward-looking statements as a result of, among other factors, adverse conditions in the capital and debt markets and the impact of such conditions on Boston Private’s private banking and asset investment advisory activities, changes in interest rates, competitive pressures from other financial institutions, a deterioration in general economic conditions on a national basis or in the local markets in which Boston Private operates, including changes which adversely affect borrowers’ ability to service and repay our loans, changes in loan defaults and charge-off rates, adequacy of loan loss reserves, reduction in deposit levels necessitating increased borrowing to fund loans and investments, the passing of adverse government regulation, the risk that goodwill and intangibles recorded in Boston Private’s financial statements will become impaired, and risks related to the identification and implementation of acquisitions, as well as the other risks and uncertainties detailed in Boston Private’s Annual Report on Form 10-K and other filings submitted to the Securities and Exchange Commission. Boston Private does not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statements are made.

Boston Private Financial Holdings, Inc.

Selected Financial Data

(In Thousands, except share data)

(Unaudited)

	June 30, 2008			June 30, 2007			December 31, 2007
FINANCIAL DATA:
Total Balance Sheet Assets	$	7,182,508		$	5,939,469		$	6,818,131
Stockholders’ Equity		641,555			663,695			662,461
Investment Securities		798,111			576,137			719,934
Goodwill		317,733			311,240			349,889
Intangible Assets, Net		101,594			118,828			108,349
Commercial and Construction Loans		3,355,241			2,701,540			3,182,081
Residential Mortgage Loans		1,885,928			1,603,529			1,765,217
Home Equity and Other Consumer Loans		354,896			281,092			312,602
Total Loans		5,596,065			4,586,160			5,259,900
Loans Held for Sale		13,552			8,603			6,782
Deposits		4,462,607			3,902,432			4,375,101
Borrowings		1,947,619			1,256,505			1,632,944
Book Value Per Share	$	16.63		$	17.84		$	17.68
Market Price Per Share	$	5.67		$	26.87		$	27.08
ASSETS UNDER MANAGEMENT AND ADVISORY:
Private Banking	$	4,653,000		$	4,298,000		$	4,738,000
Investment Managers		22,930,000			21,891,000			23,058,000
Wealth Advisory (1)		9,705,000			8,860,000			9,055,000
Less: Inter-company Relationship		(317,000	)		(250,000	)		(286,000	)
Consolidated Affiliate Assets Under Management and Advisory	$	36,971,000		$	34,799,000		$	36,565,000
Unconsolidated		1,022,000			1,200,000			1,188,000
Total Unconsolidated Assets Under Management and Advisory	$	37,993,000		$	35,999,000		$	37,753,000
FINANCIAL RATIOS:
Stockholders’ Equity/Total Assets		8.93	%		11.17	%		9.72	%
Tangible Equity/Tangible Assets		3.29	%		4.24	%		3.21	%
Allowance for Credit Losses/Total Loans		1.84	%		1.13	%		1.46	%

	Three Months Ended					Six Months Ended
	June 30, 2008			June 30, 2007		June 30, 2008			June 30, 2007
OPERATING RESULTS:
Net Interest Income - on a Fully Taxable Equivalent Basis (FTE)	$	53,653		$	45,960	$	105,191		$	90,980
FTE Adjustment		1,874			1,722		3,741			3,358
Net Interest Income		51,779			44,238		101,450			87,622
Investment Management and Trust Fees:
Private Banking		8,167			7,182		15,982			13,856
Investment Managers		34,088			33,267		66,664			64,316
Total Investment Management Fees		42,255			40,449		82,646			78,172
Total Wealth Advisory Fees		12,684			7,737		25,071			15,003
Other Fees		4,468			4,141		7,422			7,789
Total Fees		59,407			52,327		115,139			100,964
Investment Gains		193			5		795			8
Gain on Retirement of Debt		8,582			—		19,906			—
Total Fees and Other Income		68,182			52,332		135,840			100,972
Total Revenue		119,961			96,570		237,290			188,594
Provision for Loan Losses		31,904			745		51,552			1,921
Salaries and Employee Benefits		53,869			46,672		106,712			93,272
Occupancy and Equipment		8,852			8,103		17,782			15,978
Professional Services		6,664			4,129		11,641			7,335
Marketing and Business Development		3,170			2,834		6,056			5,432
Contract Services and Processing		2,017			1,608		3,875			3,044
Amortization of Intangibles		3,550			3,508		6,770			7,057
Provision for Unfunded Loan Commitments		(892	)		422		(800	)		585
Other		6,250			4,367		11,681			8,484
Total Operating Expense		83,480			71,643		163,717			141,187
Income Before Minority Interest, Income Taxes, Impairment and Westfield Profit Interest Granted		4,577			24,182		22,021			45,486
Westfield Profit Interest Granted		66,000			—		66,000			—
Impairment, Net (6)		16,026			10,054		36,626			10,054
(Loss)/Income Before Minority Interest and Taxes		(77,449	)		14,128		(80,605	)		35,432
Minority Interest		1,406			106		2,908			1,020
Net (Loss)/Income before Income Taxes		(78,855	)		14,022		(83,513	)		34,412
Income Tax Expense		1,773			9,246		6,959			16,503
Net (Loss)/Income	$	(80,628	)	$	4,776	$	(90,472	)	$	17,909

	Three Months Ended					Six Months Ended
	June 30, 2008			June 30, 2007		June 30, 2008			June 30, 2007
RECONCILIATION OF GAAP EARNINGS TO CASH EARNINGS:
Net (Loss)/Income (GAAP Basis)	$	(80,628	)	$	4,776	$	(90,472	)	$	17,909
Cash Basis Earnings (2)
Book Amortization of Purchased Intangibles, Net		1,947			1,890		3,733			3,801
Cash Benefit of Tax Deductions from Purchased Intangibles & Goodwill		1,145			1,077		2,280			2,188
Stock options, ESPP, and Other Stock Compensation, Net		66,867			925		67,700			2,046
Impairment of Goodwill & Intangibles, Net		16,026			10,054		36,626			10,054
Total Cash Basis Adjustment		85,985			13,946		110,339			18,089
Cash Basis Earnings	$	5,357		$	18,722	$	19,867		$	35,998
	Three Months Ended					Six Months Ended
	June 30, 2008			June 30, 2007		June 30, 2008			June 30, 2007
PER SHARE DATA: (In thousands, except per share data)
Calculation of Net Income for EPS:
Net (Loss)/Income as Reported for Basic EPS	$	(80,628	)	$	4,776	$	(90,472	)	$	17,909
Interest on Convertible Trust Preferred Securities, Net of Tax		—			—		—			1,500
Net (Loss)/Income for Diluted EPS	$	(80,628	)	$	4,776	$	(90,472	)	$	19,409
Interest on Convertible Trust Preferred Securities, Net of Tax for Cash EPS	$	—		$	750	$	1,480			—
Calculation of Average Shares Outstanding:
Weighted Average Basic Shares		38,172			36,616		37,817			36,447
Dilutive Effect of:
Stock Options, Stock Grants, and Other (3)		—			1,487		—			1,579

Convertible Trust Preferred Securities (3)		—			—		—			3,184
Dilutive Potential Common Shares		—			1,487		—			4,763
Weighted Average Diluted Shares		38,172			38,103		37,817			41,210
Weighted Average Diluted Shares for cash EPS		39,146			41,288		41,950			41,210
(Loss)/Earnings per Share:
Basic	$	(2.11	)	$	0.13	$	(2.39	)	$	0.49
Diluted	$	(2.11	)	$	0.13	$	(2.39	)	$	0.47
RECONCILIATION OF GAAP EPS TO CASH EPS: (on a Diluted Basis)
(Loss)/Income Per Share (GAAP Basis)	$	(2.11	)	$	0.13	$	(2.39	)	$	0.47
Cash Basis Adjustment		2.25			0.34		2.90			0.44
Cash Basis Earnings Per Diluted Share	$	0.14		$	0.47	$	0.51		$	0.91

	Three Months Ended						Six Months Ended
	June 30, 2008			June 30, 2007			June 30, 2008			June 30, 2007
OPERATING RATIOS & STATISTICS:
Return on Average Equity		(48.48	)%		2.89	%		(26.96	)%		5.49	%
Return on Average Assets		(4.55	)%		0.32	%		(2.58	)%		0.61	%
Net Interest Margin		3.39	%		3.47	%		3.35	%		3.48	%
Total Fees and Other Income/Total Revenue		56.84	%		54.19	%		57.25	%		53.54	%
Net Loans Charged-off (Recovered)	$	22,936		$	(525	)	$	24,624		$	(517	)

AVERAGE BALANCE SHEET:	Three Months Ended June 30, 2008							Three Months Ended June 30, 2007
AVERAGE ASSETS	Average Balance			Income/ Expense		Yield/ Rate		Average Balance			Income/ Expense		Yield/ Rate
Earnings Assets Cash and Investments	$	872,789		$	9,083	4.16	%	$	735,046		$	9,139	4.96	%
Loans Commercial and Construction		3,212,768			53,628	6.62	%		2,628,288			50,928	7.68	%
Residential Mortgage		1,833,659			27,306	5.96	%		1,604,611			23,358	5.82	%
Home Equity and Other Consumer		345,535			4,924	5.65	%		276,672			5,442	7.83	%
Total Earning Assets		6,264,751			94,941	6.03	%		5,244,617			88,867	6.74	%
Allowance for Loan Losses		(90,072	)						(48,008	)
Cash and due From Banks		61,189							54,105
Other Assets		848,730							700,054
TOTAL AVERAGE ASSETS	$	7,084,598						$	5,950,768
AVERAGE LIABILITIES AND STOCKHOLDERS’ EQUITY
Interest- Bearing Liabilities: Deposits: Savings and NOW	$	678,791		$	2,567	1.52	%	$	564,742		$	3,014	2.14	%
Money Market		1,729,658			10,133	2.36	%		1,867,200			15,727	3.38	%
Certificate of Deposits		1,281,553			12,098	3.80	%		925,998			11,032	4.78	%
Total
Deposits		3,690,002			24,798	2.70	%		3,357,940			29,773	3.56	%
Junior Subordinated Debentures and Other Long-term Debt		398,742			4,322	4.34	%		234,021			3,320	5.58	%
FHLB Borrowings and Other		1,427,899			12,168	3.37	%		863,757			9,814	4.50	%
Total Interest- Bearing Liabilities		5,516,643			41,288	2.99	%		4,455,718			42,907	3.85	%
Non-interest Bearing Demand Deposits		791,517							706,598
Payables and Other Liabilities		111,221							126,942
Total Liabilities		6,419,381							5,289,258
Stockholders’ Equity		665,217							661,510
TOTAL AVERAGE LIABILITIES & STOCKHOLDERS’ EQUITY	$	7,084,598						$	5,950,768
Net Interest Income	$	53,653						$	45,960
Net Interest Margin		3.39	%						3.47	%

9

AVERAGE BALANCE SHEET:

	Six Months Ended June 30, 2008
	Average Balance			Income/ Expense			Yield/ Rate
AVERAGE ASSETS
Earnings Assets
Cash and Investments	$	878,876		$	19,131		4.35	%
Loans
Commercial and Construction		3,180,259			109,290		6.81	%
Residential Mortgage		1,814,997			54,905		6.05	%
Home Equity and Other Consumer		331,216			10,206		6.10	%
Total Earning Assets		6,205,348			193,532		6.20	%
Allowance for Loan Losses		(81,820	)
Cash and due From Banks		63,788
Other Assets		823,853
TOTAL AVERAGE ASSETS	$	7,011,169
AVERAGE LIABILITIES AND STOCKHOLDERS’ EQUITY
Interest-Bearing Liabilities:
Deposits:
Savings and NOW	$	670,198		$	5,813		1.74	%
Money Market		1,795,326			23,978		2.69	%
Certificate of Deposits		1,194,131			24,579		4.14	%
Total Deposits		3,659,655			54,370		2.99	%
Junior Subordinated Debentures and Other Long-term Debt		452,959			10,157		5.50	%
FHLB Borrowings and Other		1,324,639			23,814		3.55	%
Total Interest-Bearing Liabilities		5,437,253			88,341		3.25	%
Non-interest Bearing Demand Deposits		778,306
Payables and Other Liabilities		124,485
Total Liabilities		6,340,044
Stockholders’ Equity		671,125
TOTAL AVERAGE LIABILITIES & STOCKHOLDERS’ EQUITY	$	7,011,169
Net Interest Income				$	105,191
Net Interest Margin					3.35	%

10

AVERAGE BALANCE SHEET:

	Six Months Ended June 30, 2007
	Average Balance			Income/ Expense			Yield/ Rate
AVERAGE ASSETS
Earnings Assets
Cash and Investments	$	713,827		$	17,469		4.89	%
Loans
Commercial and Construction		2,585,912			100,056		7.70	%
Residential Mortgage		1,595,097			46,192		5.79	%
Home Equity and Other Consumer		271,644			10,623		7.79	%
Total Earning Assets		5,166,480			174,340		6.73	%
Allowance for Loan Losses		(47,447	)
Cash and due From Banks		55,086
Other Assets		701,859
TOTAL AVERAGE ASSETS	$	5,875,978
AVERAGE LIABILITIES AND STOCKHOLDERS’ EQUITY
Interest-Bearing Liabilities:
Deposits:
Savings and NOW	$	557,772		$	5,944		2.15	%
Money Market		1,870,212			31,437		3.09	%
Certificate of Deposits		907,013			21,303		5.35	%
Total Deposits		3,334,997			58,684		3.55	%
Junior Subordinated Debentures and Other Long-term Debt		234,021			6,613		5.68	%
FHLB Borrowings and Other		802,931			18,063		4.48	%
Total Interest-Bearing Liabilities		4,371,949			83,360		3.83	%
Non-interest Bearing Demand Deposits		718,178
Payables and Other Liabilities		133,506
Total Liabilities		5,223,633
Stockholders’ Equity		652,345
TOTAL AVERAGE LIABILITIES & STOCKHOLDERS’ EQUITY	$	5,875,978
Net Interest Income				$	90,980
Net Interest Margin					3.48	%

PRIVATE BANKING LOAN DATA AND CREDIT QUALITY (4):

	June 30, 2008		June 30, 2007		December 31, 2007
Commercial Loans:
New England	$	948,583	$	808,287	$	861,992
Northern California		775,093		678,276		698,353
South Florida		338,648		318,662		339,710
Pacific Northwest		160,347		—		153,686
Subtotal Commercial Loans	$	2,222,671	$	1,805,225	$	2,053,741
Southern California		266,785		216,618		265,651
Total Commercial Loans	$	2,489,456	$	2,021,843	$	2,319,392
Construction Loans:
New England	$	115,897	$	90,716	$	123,242
Northern California		169,507		107,331		146,075
South Florida		271,727		259,723		268,731
Pacific Northwest		68,014		—		64,431
Subtotal Construction Loans	$	625,145	$	457,770	$	602,479
Southern California		241,520		221,927		261,172
Total Construction Loans	$	866,665	$	679,697	$	863,651
Residential Mortgage Loans:
New England	$	1,109,596	$	945,381	$	1,022,155
Northern California		189,791		128,159		152,417
South Florida		548,565		519,408		553,356
Pacific Northwest		25,922		—		24,526
Subtotal Residential Mortgage
Loans	$	1,873,874	$	1,592,948	$	1,752,454
Southern California		12,054		10,581		12,763
Total Residential Mortgage Loans	$	1,885,928	$	1,603,529	$	1,765,217

Home Equity and Other Consumer Loans:
New England	$	69,801	$	47,161	$	55,802
Northern California		64,777		44,698		50,700
South Florida		196,872		181,611		191,820
Pacific Northwest		2,702		—		4,164
Subtotal Home Equity and Other Consumer Loans	$	334,152	$	273,470	$	302,486
Southern California		13,483		4,310		4,204
Subtotal Home Equity and Other Consumer Loans	$	347,635	$	277,780
Subtotal Private Banking Loans	$	5,055,842	$	4,129,413	$	4,711,160
Southern California		533,842		453,436		543,790
Total Private Banking Loans	$	5,589,684	$	4,582,849	$	5,254,950
Allowance for Credit Losses:
New England	$	25,423	$	23,133	$	24,131
Northern California		13,488		10,945		12,111
South Florida		16,965		11,793		12,406
Pacific Northwest		7,261		—		2,704
Subtotal Allowance for Credit Losses	$	63,137	$	45,871	$	51,352
Southern California		40,039		6,124		25,695
Total Allowance for Credit Losses	$	103,176	$	51,995	$	77,047
Classified Loans (5):
New England	$	9,300	$	6,069	$	12,807
Northern California		5,336		—		—
South Florida		55,865		2,210		25,559
Pacific Northwest		22,025		—		1,236
Subtotal Classified Loans	$	92,526	$	8,279	$	39,602
Southern California		152,887		8,919		80,499
Total Classified Loans	$	245,413	$	17,198	$	120,101
Non-performing Loans:
New England	$	7,794	$	2,823	$	7,390
Northern California		726		—		—
South Florida		25,029		2,261		18,508

Pacific Northwest		2,213		—			—
Subtotal Non-performing Loans	$	35,762	$	5,084		$	25,898
Southern California		69,356		8,919			26,725
Total Non-performing Loans	$	105,118	$	14,003		$	52,623
Loans 30-89 Days Past Due:
New England	$	2,894	$	4,031		$	9,412
Northern California		—		—			479
South Florida		2,924		8,471			3,944
Pacific Northwest		1,769		—			75
Subtotal Loans 30-89 Days Past Due	$	7,587	$	12,502		$	13,910
Southern California		22,932		390			8,453
Total Loans 30-89 Days Past Due	$	30,519	$	12,892		$	22,363
Net Loans Charged-off/(Recovered) for the Three Months Ended:
New England	$	953	$	50		$	4
Northern California	$	1		—		$	10
South Florida	$	365		—		$	480
Pacific Northwest	$	500		—		$	12
Subtotal Net Loans Charged-off/(Recovered)	$	1,819	$	50		$	506
Southern California		21,117		(575	)		—
Total Net Loans Charged-off/(Recovered)	$	22,936	$	(525	)	$	506
			June 30, 2008			March 31, 2008
FINANCIAL DATA:
Total Balance Sheet Assets			$	7,182,508		$	6,889,070
Stockholders’ Equity				641,555			668,020
Investment Securities				798,111			728,542
Goodwill				317,733			330,743
Intangible Assets, Net				101,594			108,942
Commercial and Construction Loans				3,355,241			3,253,109
Residential Mortgage Loans				1,885,928			1,795,814
Home Equity and Other Consumer Loans				354,896			333,768
Total Loans				5,596,065			5,382,691
Loans Held for Sale				13,552			7,324
Deposits				4,462,607			4,370,379
Borrowings				1,947,619			1,742,158

Book Value Per Share	$	16.63		$	17.35
Market Price Per Share	$	5.67		$	10.59
ASSETS UNDER MANAGEMENT AND ADVISORY:
Private Banking	$	4,653,000		$	4,727,000
Investment Managers		22,930,000			20,766,000
Wealth Advisory		9,705,000			9,805,000
Less: Inter-company Relationship		(317,000	)		(313,000	)
Consolidated Affiliate Assets Under Management and Advisory	$	36,971,000		$	34,985,000
Unconsolidated		1,022,000			1,050,000
Total Unconsolidated Assets Under Management and Advisory	$	37,993,000		$	36,035,000
FINANCIAL RATIOS:
Stockholders’ Equity/Total Assets		8.93	%		9.70	%
Tangible Equity/Tangible Assets		3.29	%		3.54	%
Allowance for Credit Losses/Total Loans		1.84	%		1.77	%
	Three Months Ended
	June 30, 2008			March 31, 2008
OPERATING RESULTS:
Net Interest Income—on a Fully Taxable Equivalent Basis (FTE)	$	53,653		$	51,538
FTE Adjustment		1,874			1,868
Net Interest Income		51,779			49,670
Investment Management and Trust Fees:
Private Banking		8,167			7,815
Investment Managers		34,088			32,576
Total Investment Management Fees		42,255			40,391
Total Wealth Advisory Fees		12,684			12,387
Other Fees		4,468			2,776
Total Fees		59,407			55,554
Investment Gains / Losses		193			781
Gain on Retirement of Debt		8,582			11,324
Total Fees and Other Income		68,182			67,659
Total Revenue		119,961			117,329
Provision for Loan Losses		31,904			19,648

Salaries and Employee Benefits		53,869			52,843
Occupancy and Equipment		8,852			8,930
Professional Services		6,664			4,977
Marketing and Business Development		3,170			2,885
Contract Services and Processing		2,017			1,858
Amortization of Intangibles		3,550			3,221
Provision for unfunded loan commitments		(892	)		92
Other		6,251			5,429
Total Operating Expense		83,481			80,235
Income Before Minority Interest, Income Taxes, Impairment and Westfield Profit Interest Granted		4,576			17,445
Westfield Profit Interest Granted		66,000			—
Impairment, Net (6)		16,026			20,600
Loss Before Minority Interest and Taxes		(77,450	)		(3,155	)
Minority Interest		1,406			1,503
Loss Before Income Taxes		(78,856	)		(4,657	)
Income Tax Expense		1,773			5,187
Net Loss	$	(80,628	)	$	(9,844	)
	Three Months Ended
	June 30, 2008			March 31, 2008
RECONCILIATION OF EARNINGS BEFORE Q1 ‘08 IMPAIRMENT TO CASH EARNINGS:
Net Loss (GAAP basis)	$	(80,628	)	$	(9,844	)
Cash Basis Earnings (2)
Book Amortization of Purchased Intangibles, Net		1,947			1,785
Cash Benefit of Tax Deductions from Purchased Intangibles & Goodwill		1,145			1,136
Stock options, ESPP, and Other Stock Compensation, Net		66,867			833
Impairment of Goodwill and Intangibles, Net		16,026			20,600
Total Cash Basis Adjustment		85,985			24,354
Cash Basis Earnings	$	5,357		$	14,510

16

	Three Months Ended
	June 30, 2008			March 31, 2008
PER SHARE DATA: (In thousands, except per share data)
Calculation of Net Income for EPS:
Net Loss Reported for Basic EPS	$	(80,628	)	$	(9,844	)
Interest on Convertible Trust Preferred Securities, Net of Tax		—			—
Net Loss for Diluted EPS	$	(80,628	)	$	(9,844	)
Interest on Convertible Trust Preferred Securities, Net of Tax for Cash EPS	$	—		$	740
Calculation of Average Shares Outstanding:
Weighted Average Basic Shares		38,172			37,457
Dilutive Effect of:
Stock Options, Stock Grants, and Other (3)		—			—
Convertible Trust Preferred securities (3)		—			—
Dilutive Potential Common Shares		—			—
Weighted Average Diluted Shares		38,172			37,457
Weighted Average Diluted Shares for Cash EPS		39,146			41,539
Loss per Share:
Basic	$	(2.11	)	$	(0.26	)
Diluted	$	(2.11	)	$	(0.26	)
RECONCILIATION OF GAAP EPS TO CASH EPS:
(on a Diluted Basis)
Loss Per Share	$	(2.11	)	$	(0.26	)
Cash Basis Adjustment	$	2.25		$	0.63
Cash Basis Earnings Per Diluted Share	$	0.14		$	0.37
OPERATING RATIOS & STATISTICS:
Return on Average Equity		(48.48	)%		(5.78	)%
Return on Average Assets		(4.55	)%		(0.57	)%
Net Interest Margin		3.39	%		3.32	%
Total Fees and Other Income/Total Revenue		56.84	%		57.67	%
Net Loans Charged-off / (Recovered)	$	22,936		$	1,688
	June 30, 2008			March 31, 2008
PRIVATE BANKING LOAN DATA AND CREDIT QUALITY (4):
Commercial Loans:
New England	$	948,583		$	914,683
Northern California		775,093			726,479
South Florida		338,648			342,474
Pacific Northwest		160,347			150,546
Subtotal Commercial Loans	$	2,222,671		$	2,134,182
Southern California		266,785			273,221
Total Commercial Loans	$	2,489,456		$	2,407,403

Construction Loans:
New England	$	115,897	$	93,709
Northern California		169,507		148,827
South Florida		271,727		268,966
Pacific Northwest		68,014		72,280
Subtotal Construction Loans	$	625,145	$	583,782
Southern California		241,520		262,920
Total Construction Loans	$	866,665	$	846,702
Residential Mortgage Loans:
New England	$	1,109,596	$	1,040,972
Northern California		189,791		169,810
South Florida		548,565		546,828
Pacific Northwest		25,922		27,378
Total Residential Mortgage Loans	$	1,873,874	$	1,784,988
Southern California		12,054		10,826
Total Residential Mortgage Loans	$	1,885,928	$	1,795,814
Home Equity and Other Consumer Loans:
New England	$	69,801	$	57,047
Northern California		64,777		58,443
South Florida		196,872		193,578
Pacific Northwest		2,702		3,716
Subtotal Home Equity and Other Consumer Loans	$	334,152	$	312,784
Southern California		13,483		13,560
Total Home Equity and Other Consumer Loans	$	347,635	$	326,344
Subtotal Private Banking Loans	$	5,055,842	$	4,815,736
Southern California		533,842		560,527
Total Private Banking Loans	$	5,589,684	$	5,376,263
Allowance for Credit Losses:
New England	$	25,423	$	24,375
Northern California		13,488		12,559
South Florida		16,965		16,330
Pacific Northwest		7,261		3,175
Subtotal Allowance for Credit Losses:	$	63,137	$	56,439
Southern California		40,039		38,664
Total Allowance for Credit Losses:	$	103,176	$	95,103

Classified Loans (5):
New England	$	9,300	$	11,348
Northern California		5,336		—
South Florida		55,865		34,476
Pacific Northwest		22,025		6,641
Subtotal Classified Loans	$	92,526	$	52,465
Southern California		152,887		145,105
Total Classified Loans	$	245,413	$	197,570
Non-performing Loans:
New England	$	7,794	$	7,240
Northern California		726		479
South Florida		25,029		20,447
Pacific Northwest		2,213		5,704
Subtotal Non-performing Loans	$	35,762	$	33,870
Southern California		69,356		51,197
Total Non-performing Loans	$	105,118	$	85,067
Loans 30-89 days past due:
New England	$	2,894	$	13,147
Northern California		—		726
South Florida		2,924		1,357
Pacific Northwest		1,769		—
Subtotal Loans 30-89 Days Past Due	$	7,587	$	15,230
Southern California		22,932		10,510
Total Loans 30-89 Days Past Due	$	30,519	$	25,740
Net Loans Charged-off for the Three Months Ended:
New England	$	953	$	1,005
Northern California		1		15
South Florida		365		76
Pacific Northwest		500		—
Subtotal Net Loans Charged-off/(Recovered)	$	1,819	$	1,096
Southern California		21,117	$	592
Total Net Loans Charged-off/(Recovered)	$	22,936	$	1,688

(1) The Company went from a minority to majority ownership of Bingham, Osborn, & Scarborough in Q3 2007. Prior period financial information is included with Earnings in Equity Investments. Prior period AUM data is shown for comparative purposes as being included with the consolidated Company.

(2) The Company calculates its cash earnings by adjusting net income to exclude the amortization of the purchased intangibles (net of tax), the tax benefit on the portion of the purchase price allocated to goodwill, which is deductible over a 15 year life, impairment, and certain non-cash share based compensation plans (net of tax). The tax savings are deferred under GAAP accounting but are included in cash earnings since the tax savings (lower tax payment) will be retained unless the acquired company is sold. The Company uses certain non-GAAP financial measures, such as Cash Earnings, to provide information for investors to effectively analyze financial trends of ongoing business activities.

(3) 3,187,800 and 3,187,275 potential common shares from the convertible trust preferred securities were excluded from the diluted EPS computations for the three and six months ended June 30, 2008, respectively because the effect would be anti-dilutive. If the effect had been dilutive, interest expense, net of tax, related to the convertible trust preferred securities of $0.7 million and $1.5 million would be added back to net income for diluted EPS computations for the three and six months ended June 30, 2008, respectively. In addition 974,084 and 945,583 potential common shares from outstanding stock options, stock grants and other were also excluded from the diluted EPS computations for the three and six months ended June 30, 2008, respectively.

(4) The concentration of the Private Banking loan data and credit quality is based on the location of the lender.

(5) Classified loans include loans classified as either substandard, doubtful, or loss.

(6) Gross impairment expense for the three and six months ended June 30, 2008 was $17.4 million and $38.0 million, respectively.

Source: Boston Private Financial Holdings

Contact: Boston Private Financial Holdings, Inc. David Kaye, 617-912-3949 Chief Financial Officer dkaye@bostonprivate.com or Catharine Sheehan, 617-912-3767 Senior Vice President, Corporate Communications csheehan@bostonprivate.com or Sloane & Company John Hartz, 212-446-1872 jhartz@sloanepr.com