Item 1.02 Termination of a Material Definitive Agreement.

Brookline Bank (the "Association"), a wholly-owned subsidiary of Brookline Bancorp, Inc. (the "Company"), and Eastern Funding LLC ("Eastern Funding"), an 86% owned finance company subsidiary of the Association, stipulated and consented to a Cease and Desist Order ("Order to Cease and Desist") issued by the Office of Thrift Supervision (the "OTS") which became effective on February 20, 2009. The description of the Order to Cease and Desist set forth in this Item 1.02 is qualified in its entirety by reference to the Order to Cease and Desist, a copy of which was attached as Exhibit 99.1 to a Form 8-K filed by the Company on February 20, 2009.

The Order was issued as a result of matters relating to compliance with certain laws and regulations, including the Bank Secrecy Act ("BSA"), Anti-Money Laundering ("AML") and Office of Foreign Control ("OFAC") Compliance Programs by Eastern Funding and the indirect automobile lending department of the Association. The Order to Cease and Desist required Eastern Funding and the indirect automobile lending department of the Association to conduct a thorough risk assessment of their BSA/AML/OFAC risk exposure, develop and implement a comprehensive BSA/AML/OFAC Program and to take certain other actions identified by the OTS in the Order to Cease and Desist.

Eastern Funding and the Association performed the actions required as specified in the Order to Cease and Desist and reported those actions to the OTS by the stipulated deadline dates.

Effective August 7, 2009, the OTS issued an Order terminating in its entirety their Order to Cease and Desist that went into effect on February 20, 2009.

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