Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 22, 2009, Boston Private Financial Holdings, Inc. (the "Company") held its 2009 Annual Meeting of Stockholders. At the Annual Meeting, the stockholders approved a proposal to adopt the 2009 Stock Option and Incentive Plan (the "Plan"). The Company's directors and executive officers are eligible to receive awards under the Plan. A full description of the Plan can be found in the Company's definitive proxy statement filed on March 13, 2009, which description is incorporated herein by reference. A copy of the Plan is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No. Description
99.1 2009 Stock Option and Incentive Plan

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