CHANGE IN CONTROL PROTECTION AGREEMENT

Exhibit 10.2

CHANGE IN CONTROL PROTECTION AGREEMENT

AGREEMENT effective as of this 1st day of March, 2005 (“the date of agreement”) by and between Boston Private Financial Holdings, a Massachusetts Corporation (the “Company”), and Joseph H. Cromarty, an individual (the “Employee”).

WHEREAS, the Company considers it essential to the best interests of its stockholders to foster the continuous employment of key management personnel by minimizing the uncertainty, departures or distractions of management personnel associated with a Change in Control (as hereinafter defined);

NOW THEREFORE, the Company and the Employee, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, agree as follows:

1. Change in Control. A “Change in Control” shall be deemed to have occurred in any one of the following events:

(a) any “person” (as such term is defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the “Act”)) (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan or trust of the Company, or any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company) becomes a “beneficial owner” (as such term is defined in Rule 13d-3 promulgated under the Act), directly or indirectly, of securities of the Company representing at least twenty-five percent (25%) or more of the combined voting power of the Company’s then outstanding securities;

(b) persons who, as of the date of the Agreement constituted the Company’s Board (the “Incumbent Board”) cease for any reason, including without limitation, as a result of a tender offer, proxy contest, merger or similar transaction, to constitute at least a majority of the Board of Directors of the Company, provided that any person becoming a director of the Company subsequent to the date of agreement whose election or nomination for election was approved by at least a majority of the directors then comprising the Incumbent Board shall, for purposes of this Agreement, be considered a member of the Incumbent Board; or

(c) the stockholders of the Company shall approve (i) any consolidation or merger of the Company or its subsidiaries where the stockholders of the Company, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under the Act), directly or indirectly, shares representing in the aggregate 50% or more of the voting shares of the corporation issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any), (ii) any sale, lease, exchange or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of the Company or (iii) any plan or proposal for the liquidation or dissolution of the Company.

2. Terminating Event. A “Terminating Event” shall mean any of the events provided in this Section 2 occurring subsequent to a Change in Control as defined in Section 1:

(a) termination by the Company of the employment of the Employee with the Company for any reason other than (i) conviction of the Employee of, or plea of guilty or nolo contendere by the Employee to, a felony, or (ii) dishonest acts against the Company or any of its subsidiaries, or (iii) willful gross misconduct which is likely to cause financial loss to the Company or any of its subsidiaries or to cause damage to the business reputation of the Company or any of its subsidiaries, or (iv) willful and repeated misconduct or gross neglect constituting bad faith in performing the Employee’s duties with the Company, or (v) breach of fiduciary duty involving personal profit to the Employee or (vi) the failure by the Employee to perform his full-time duties with the Company by reason of his death, disability or retirement; provided, however, that a Terminating Event shall not be deemed to have occurred pursuant to this Section 2(a) solely as a result of the Employee being an employee of any direct or indirect successor to the business or assets of the Company, rather than continuing as an employee of the Company following a Change in Control. For purposes of clauses (iv) and (v) of this Section 2(a), no act, or failure to act, on the Employee’s part shall be deemed “willful” unless done, or omitted to be done, by the Employee without reasonable belief that the Employee’s act, or failure to act, was in the best interest of the Company and any of its subsidiaries. For purposes of clause (vi) of this Section 2(a) hereof, “disability” shall mean the Employee’s incapacity due to physical or mental illness which has caused the Employee to be unable to carry out the full-time performance of his duties with the Company. Disagreement regarding a determination of disability shall be subject to the certification of a qualified medical doctor agreed to by the Company and the Employee, or, in the event of the Employee’s incapacity to designate a doctor, the Employee’s legal representative. In the absence of an agreement between the Company and the Employee in designating a doctor, each party shall nominate a qualified medical doctor, and the two doctors so nominated shall select a third doctor, who shall make the determination as to the disability of the Employee. For purposes of clause (vi) of this Section 2(a) “retirement” shall mean termination of the Employee’s employment in accordance with the Company’s retirement policy, not including early retirement, generally applicable to its salaried employees, as in effect immediately prior to the Change in Control, or in accordance with any retirement arrangement established with respect to the Employee with the Employee’s express written consent;

(b) termination by the Employee of the Employee’s employment with the Company for Good Reason. “Good Reason” shall mean the occurrence of any of the following events:

(i) a significant adverse change, not consented to by the Employee, in the nature or scope of the Employee’s responsibilities, authorities, powers, title, functions or duties from the responsibilities, authorities, powers, title, functions or duties exercised by the Employee immediately prior to the Change in Control; or

(ii) a reduction in the Employee’s annual compensation as in effect on the date hereof or as the same may be increased from time to time; or

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(iii) an attempt by the Company to relocate the Employee to, or to require him to perform regular services, at any location that is more than fifty (50) miles from the Employee’s employment location on the date hereof ; or

(iv) except as required by law, the failure by the Company or any of its subsidiaries to continue in effect any benefits or prerequisites, or any pension, life insurance, medical insurance or disability plan in which the Employee was participating immediately prior to the Change in Control unless the Company or its successor provides the Employee with a plan or plans that provide substantially similar benefits, or the taking of any action by the Company that would adversely affect the Employee’s benefits under any such plans or deprive the Employee of any material fringe benefit enjoyed by the Employee immediately prior to the Change in Control; or

(v) the failure by the Company to obtain an effective agreement from any successor to assume and agree to perform this Agreement.

3. Severance Payment. In the event a Termin