FIRST SUPPLEMENTAL INDENTURE Boston Private Capital Trust II

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 11.01 and Section 11.02 of the Indenture, the Successor Company hereby expressly assumes all obligations of the Company under the Debt Securities, the Indenture, Guarantee Agreement, dated as of September 27, 2005 (the “Guarantee”), as Guarantor (as defined in the Guarantee) and the Amended and Restated Declaration of Trust, dated as of September 27, 2005 (the “Declaration of Trust”), as Sponsor (as defined in the Declaration of Trust), including the due and punctual payment of the principal of and premium, if any, and interest on all of the Debt Securities and the due and punctual performance and observance of all of the covenants and conditions of the Indenture to be performed or observed by the Company.

Pursuant to, and in compliance and accordance with, Section 11.02 of the Indenture, the Successor Company shall succeed to and be substituted for the Company, with the same effect as if the Successor Company had originally been named in the Indenture as the Company, and thereupon the Company shall be relieved of any further liability or obligation under the Indenture or upon the Debt Securities.

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 XI, relating to execution of the Merger and this Supplemental Indenture have been complied with, (ii) the Merger and this Supplemental Indenture comply with Articles IX and XI of the Indenture, (iii) it is proper for the Trustee under the provisions of Article IX of the Indenture to join in execution of the Supplemental Indenture and (iv) the execution of this Supplemental Indenture is authorized or permitted by and conforms to the terms of Article IX of the Indenture;

the Trustee shall have received an Opinion of Counsel to the effect that (i) the Merger and this Supplemental Indenture comply with Articles IX and XI of the Indenture, (ii) the execution of this Supplemental Indenture is authorized or permitted by and conforms to the terms of Article IX of the Indenture, (iii) it is proper for the Trustee under the provisions of Article IX of the Indenture to join in execution of the Supplemental Indenture and (iv) all conditions precedent provided for in the Indenture, including in Articles IX and XI, relating to the execution of the Merger and this Supplemental Indenture have been complied with; and

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.

Upon the effectiveness of this Supplemental Indenture, 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 Debt Securities 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 Debt Securities shall continue to be governed by the Indenture; and every holder of Debt Securities 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.