FIRST SUPPLEMENTAL INDENTURE Boston Private Capital Trust I

In this Supplemental Indenture, unless a clear contrary intention appears:

the singular number includes the plural number and vice versa;

reference to any gender includes the other gender;

the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Supplemental Indenture as a whole and not to any particular Section or other subdivision;

reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Supplemental Indenture or the Indenture, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually provided that nothing in this clause (iv) is intended to authorize any assignment not otherwise permitted by this Supplemental Indenture or the Indenture;

reference to any agreement, document or instrument means such agreement, document or instrument as amended, supplemented or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof, as well as any substitution or replacement therefor and reference to any note includes modifications thereof and any note issued in extension or renewal thereof or in substitution or replacement therefor;

reference to any Section means such Section of this Supplemental Indenture; and

the word “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term.

No provision in this Supplemental Indenture shall be interpreted or construed against any Person because that Person or its legal representative drafted such provision.

Pursuant to, and in compliance and accordance with, Section 10.01 and Section 10.02 of the Indenture, the Successor Company hereby expressly assumes the due and punctual payment of the principal of (and premium, if any, on) and Interest on all of the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of the Indenture (including the Trust Securities Guarantee to the extent Preferred Securities are outstanding) and the Declaration to be kept or performed by the Company;

Pursuant to, and in compliance and accordance with, Section 10.02 of the Indenture, the Successor Company shall succeed to and be substituted for the Company under the Indenture, with the same effect as if the Successor Company had originally been named in the Indenture as the Company and the Company thereupon shall be relieved of any further liability or obligation under the Indenture or upon the Securities.

The Company and the Successor Company hereby expressly agree that, in accordance with Section 17.05 of the Indenture, at and after the effective time of the Merger (the “Effective Time”), the Holder of each Security that was outstanding as of the Effective Time shall, subject to and in accordance with the Indenture, be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash or any combination thereof) which such Holder would have been entitled to receive upon the Effective Time had such Securities been converted into Common Stock immediately prior to the Effective Time.

The provisions of Indenture, as modified herein, including all references and provisions respecting the terms “Common Stock,” “Conversion Ratio” and “Corporation,” shall continue to apply, mutatis mutandis, to the Securityholders’ right to convert their Convertible Debentures into the applicable kind and amount of shares of stock and other securities or property or assets (including cash or any combination thereof). The Conversion Ratio shall be adjusted as a result of events occurring subsequent to the date hereof as nearly equivalent as may be practicable to the applicable adjustments provided for in Article XVII of the Indenture.

the Trustee shall have executed a counterpart of this Supplemental Indenture and shall have received one or more counterparts of this Supplemental Indenture executed by the Successor Company and the Company;

the Trustee shall have received an Officers’ Certificate stating that (i) in the opinion of the signers, all conditions precedent provided for in the Indenture, including in Articles IX and X, relating to the Merger and the execution of this Supplemental Indenture, as applicable, have been complied with, and (ii) the Merger and the execution of this Supplemental Indenture comply with Articles IX and X of the Indenture, as applicable;

the Trustee shall have received an Opinion of Counsel to the effect that (i) the Merger complies with Article X of the Indenture, (ii) the execution of this Supplemental Indenture complies with Articles IX and X of the Indenture, and (iii) all conditions precedent provided for in the Indenture, including in Articles IX and X, relating to the Merger and the execution of this Supplemental Indenture, as applicable, have been complied with;

the Successor Company and the Company shall have duly executed and filed with the Secretary of State of the State of Delaware a Certificate of Merger in connection with the Merger.

Upon the effectiveness of this Supplemental Indenture, the Indenture shall be and hereby is modified in accordance herewith.

This Supplemental Indenture forms a part of the Indenture for all purposes and each reference in the Indenture to “this Indenture,” “hereunder,” “herein” or words of like import shall mean and be a reference to the Indenture, as affected, amended and supplemented hereby.

Upon the effectiveness of this Supplemental Indenture, each reference in the Convertible Debentures to the Indenture including each term defined by reference to the Indenture shall mean and be a reference to the Indenture or such term, as the case may be, as affected, amended and supplemented hereby; the Convertible Debentures shall continue to be governed by the Indenture; and every holder of Convertible Debentures heretofore or hereafter under the Indenture shall be bound by this Supplemental Indenture.

The Indenture, as amended and supplemented hereby, shall remain in full force and effect and is hereby ratified and confirmed.