<PAGE>
March 10, 2000
Dear Stockholder:
We cordially invite you to attend the Annual Meeting of Stockholders of
Brookline Bancorp, Inc. (the "Company"). The Annual Meeting will be held at the
Brookline Holiday Inn, 1200 Beacon Street, Brookline, Massachusetts 02446, at
10:00 a.m., Eastern Standard Time, on April 20, 2000.
The enclosed Notice of Annual Meeting and Proxy Statement describe the
formal business to be transacted. During the Annual Meeting we will also report
on the operations of the Company. Directors and officers of the Company will be
present to respond to any questions that stockholders may have. Also enclosed
for your review is our Annual Report to Stockholders, which contains detailed
information concerning the activities and operating performance of the Company.
The business to be conducted at the Annual Meeting consists of the election
of four directors to the Board of Directors of the Company. The Board of
Directors unanimously recommends a vote in favor of each nominee for director.
On behalf of the Board of Directors, we urge you to sign, date and return
the enclosed proxy card as soon as possible, even if you currently plan to
attend the Annual Meeting. This will not prevent you from voting in person, but
will assure that your vote is counted if you are unable to attend the meeting.
Your vote is important, regardless of the number of shares that you own.
Sincerely,
Richard P. Chapman, Jr.
PRESIDENT AND CHIEF EXECUTIVE OFFICER
<PAGE>
BROOKLINE BANCORP, INC.
160 WASHINGTON STREET
BROOKLINE, MASSACHUSETTS 02445
(617) 730-3500
NOTICE OF
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 20, 2000
Notice is hereby given that the Annual Meeting of Brookline Bancorp, Inc.
(the "Company") will be held at the Brookline Holiday Inn, 1200 Beacon Street,
Brookline, Massachusetts 02446 at 10:00 a.m., Eastern Standard Time, on
April 20, 2000.
A Proxy Card and a Proxy Statement for the Annual Meeting are enclosed.
The Annual Meeting is for the purpose of considering and acting upon the
election of four Directors to the Board of Directors and such other matters as
may properly come before the Annual Meeting, or any adjournments thereof. The
Board of Directors is not aware of any other business to come before the Annual
Meeting.
Any action may be taken on the foregoing proposal at the Annual Meeting on
the date specified above, or on any date or dates to which the Annual Meeting
may be adjourned. Stockholders of record at the close of business on March 3,
2000 are the stockholders entitled to vote at the Annual Meeting and any
adjournments thereof.
A list of stockholders entitled to vote at the Annual Meeting will be
available at the Company's main office, 160 Washington Street, Brookline,
Massachusetts 02445, for the ten days immediately prior to the Annual Meeting.
It also will be available for inspection at the meeting itself.
EACH STOCKHOLDER, WHETHER HE OR SHE PLANS TO ATTEND THE ANNUAL MEETING, IS
REQUESTED TO SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD WITHOUT DELAY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE. ANY PROXY GIVEN BY THE STOCKHOLDER MAY BE
REVOKED AT ANY TIME BEFORE IT IS EXERCISED. A PROXY MAY BE REVOKED BY FILING
WITH THE SECRETARY OF THE COMPANY A WRITTEN REVOCATION OR A DULY EXECUTED PROXY
BEARING A LATER DATE. ANY STOCKHOLDER PRESENT AT THE ANNUAL MEETING MAY REVOKE
HIS OR HER PROXY AND VOTE PERSONALLY ON EACH MATTER BROUGHT BEFORE THE ANNUAL
MEETING. HOWEVER, IF YOU ARE A STOCKHOLDER WHOSE SHARES ARE NOT REGISTERED IN
YOUR OWN NAME, YOU WILL NEED ADDITIONAL DOCUMENTATION FROM YOUR RECORD HOLDER IN
ORDER FOR YOU TO VOTE PERSONALLY AT THE ANNUAL MEETING.
By Order of the Board of Directors
George C. Caner, Jr.
SECRETARY
March 10, 2000
- --------------------------------------------------------------------------------
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES. A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR
CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED WITHIN THE UNITED STATES.
- --------------------------------------------------------------------------------
<PAGE>
PROXY STATEMENT
BROOKLINE BANCORP, INC.
160 WASHINGTON STREET
BROOKLINE, MASSACHUSETTS 02445
(617) 730-3500
ANNUAL MEETING OF STOCKHOLDERS
APRIL 20, 2000
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Brookline Bancorp, Inc. (the
"Company") to be used at the Annual Meeting of Stockholders of the Company (the
"Annual Meeting"), which will be held at the Brookline Holiday Inn, 1200 Beacon
Street, Brookline, Massachusetts 02446, on April 20, 2000, at 10:00 a.m.,
Eastern Standard Time, and all adjournments of the Annual Meeting. The
accompanying Notice of Annual Meeting of Stockholders and this Proxy Statement
are first being mailed to stockholders on or about March 10, 2000.
REVOCATION OF PROXIES
Stockholders who execute proxies in the form solicited hereby retain the
right to revoke them in the manner described below. Unless so revoked, the
shares represented by such proxies will be voted at the Annual Meeting and all
adjournments thereof. Proxies solicited on behalf of the Board of Directors of
the Company will be voted in accordance with the directions given thereon. WHERE
NO INSTRUCTIONS ARE INDICATED, VALIDLY EXECUTED PROXIES WILL BE VOTED "FOR" THE
ELECTION OF THE NOMINEES FOR DIRECTORS NAMED IN THIS PROXY STATEMENT.
The Board of Directors knows of no additional matters that will be presented
for consideration at the Annual Meeting. Execution of a proxy, however, confers
on the designated proxy holders discretionary authority to vote the shares in
accordance with their best judgment on such other business, if any, that may
properly come before the Annual Meeting or any adjournments thereof.
Proxies may be revoked by sending written notice of revocation to the
Secretary of the Company at the address shown above. The presence at the Annual
Meeting of any stockholder who had returned a proxy shall not revoke such proxy
unless the stockholder delivers his or her ballot in person at the Annual
Meeting or delivers a written revocation to the Secretary of the Company prior
to the voting of such proxy.
The cost of solicitation of proxies in the form enclosed herewith will be
borne by the Company. Proxies also may be solicited personally or by mail,
telephone or telegraph by the Company's directors, officers and employees,
without additional compensation therefor. The Company also will request persons,
firms and corporations holding shares in their names, or in the names of their
nominees which are beneficially owned by others, to send proxy materials to and
to obtain proxies from such beneficial owners, and will reimburse such holders
for their reasonable expenses in doing so.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Holders of record of the Company's common stock, par value $0.01 per share
(the "Common Stock"), as of the close of business on March 3, 2000 (the "Record
Date") are entitled to one vote for each share then held. As of the Record Date,
the Company had 29,641,500 shares issued and 28,149,800 shares outstanding,
15,420,350 of which were held by Brookline Bancorp, M.H.C. (the "Mutual Holding
Company"), and 12,729,450 of which were held by stockholders other than the
2
<PAGE>
Mutual Holding Company ("Minority Stockholders"). The presence in person or by
proxy of a majority of the outstanding shares of Common Stock entitled to vote
is necessary to constitute a quorum at the Annual Meeting. In the event there
are not sufficient votes for a quorum, or to approve or ratify any matter being
presented at the time of the Annual Meeting, the Annual Meeting may be adjourned
in order to permit the further solicitation of proxies.
Directors are elected by a plurality of votes cast, without regard to either
broker non-votes, or proxies as to which the authority to vote for the nominees
being proposed is withheld.
Proxies solicited hereby will be returned to the Company and will be
tabulated by an Inspector of Election designated by the Company's Board of
Directors.
Persons and groups who beneficially own in excess of five percent of the
Common Stock are required to file certain reports with the Securities and
Exchange Commission (the "SEC") regarding such ownership. The following table
sets forth, as of the Record Date, the shares of Common Stock beneficially owned
by Directors individually, by executive officers individually, by executive
officers and
3
<PAGE>
Directors as a group and by each person who was the beneficial owner of more
than five percent of the Company's outstanding shares of Common Stock.
<TABLE>
<CAPTION>
AMOUNT OF SHARES
OWNED AND NATURE PERCENT OF SHARES
NAME AND ADDRESS OF OF BENEFICIAL OF COMMON STOCK
BENEFICIAL OWNERS OWNERSHIP(1)(4) OUTSTANDING
- ------------------- ---------------- -----------------
<S> <C> <C>
DIRECTORS AND OFFICERS(2):
Oliver F. Ames............................... 53,000 0.2%
Dennis S. Aronowitz.......................... 12,983 *
George C. Caner, Jr.......................... 19,000 *
David C. Chapin.............................. 19,167 *
Richard P. Chapman, Jr....................... 187,282 0.7
William G. Coughlin.......................... 54,000 0.2
John L. Hall, II............................. 12,000 *
Charles H. Peck.............................. 77,782 0.3
Hollis W. Plimpton, Jr....................... 7,500 *
Edward D. Rowley............................. 9,060 *
Joseph J. Slotnik............................ 29,172 0.1
William V. Tripp, III........................ 16,893 *
Rosamond B. Vaule............................ 32,808 0.1
Peter O. Wilde............................... 13,140 *
Franklin Wyman, Jr........................... 65,000 0.2
Paul R. Bechet............................... 57,597 0.2
Susan M. Ginns............................... 37,570 0.1
----------
All Directors and Executive Officers as a 703,954 2.5
Group (17 persons)(3)......................
PRINCIPAL STOCKHOLDERS:
Brookline Bancorp, M.H.C.(3)................. 15,420,350 54.8
160 Washington Street
Brookline, Massachusetts 02445
Brookline Savings Bank....................... 407,218 1.4
Employee Stock Ownership Plan(4)
160 Washington Street
Brookline, Massachusetts 02445
</TABLE>
- ------------------------
* Less than one-tenth of 1%.
(1) A person is deemed to be the beneficial owner, for purposes of this table,
of any shares of Common Stock if he has shared voting or investment power
with respect to such security, or has a right to acquire beneficial
ownership at any time within 60 days from the Record Date. As used herein,
"voting power" is the power to vote or direct the voting of shares and
"investment power" is the power to dispose or direct the disposition of
shares. Includes all shares held directly as well as by spouses and minor
children, in trust and other indirect ownership, over which shares the named
individuals effectively exercise sole or shared voting and investment power.
(2) The mailing address for each person is listed as 160 Washington Street,
Brookline, Massachusetts 02445.
(3) The Company's executive officers and directors are also executive officers
and trustees of the Mutual Holding Company, except for Ms. Ginns.
(4) Under the Brookline Savings Bank Employee Stock Ownership Plan and Trust
(the "ESOP"), shares allocated to participants' accounts are voted in
accordance with the participants' directions.
4
<PAGE>
Unallocated shares held by the ESOP are voted by the trustee of the ESOP in
the manner calculated to most accurately reflect the instructions it has
received from the participants regarding the allocated shares. As of the
Record Date, 55,382 of Common Stock had been allocated to the accounts of
employees under the ESOP. The 407,218 shares set forth in the table reflect
unallocated shares only.
PROPOSAL 1--ELECTION OF DIRECTORS
The Company's Board of Directors currently is composed of 15 members. The
Company's bylaws provide that approximately one-third of the Directors are to be
elected annually. Directors of the Company are generally elected to serve for a
three-year period and until their respective successors shall have been elected
and shall qualify. Four directors will be elected at the Annual Meeting to serve
for a three-year period and until their respective successors shall have been
elected and shall qualify. The Board of Directors has nominated to serve as
directors, Oliver F. Ames, Dennis S. Aronowitz, William G. Coughlin and Joseph
J. Slotnik, all of whom are currently members of the Board of Directors.
The table below sets forth certain information regarding the composition of
the Company's Board of Directors, including the terms of office of Board
members. It is intended that the proxies solicited on behalf of the Board of
Directors (other than proxies in which the vote is withheld as to one or more
nominees) will be voted at the Annual Meeting for the election of the nominees
identified below. If the nominee is unable to serve, the shares represented by
all such proxies will be voted for the election of such substitute as the Board
of Directors may recommend. At this time, the Board of Directors knows of no
reason why any of the nominees might be unable to serve, if elected. Except as
indicated herein, there are no arrangements or understandings between any
nominee and any other person pursuant to which such nominee was selected.
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
BENEFICIALLY
NAMES AND DIRECTOR CURRENT TERM OWNED ON PERCENT
ADDRESS(1) AGE POSITIONS HELD SINCE(2) TO EXPIRE RECORD DATE(3) OF CLASS
---------- -------- ------------------------ -------- ------------- -------------- --------
<S> <C> <C> <C> <C> <C> <C>
NOMINEES
Oliver F. Ames......... 79 Director 1973 2000 53,000 0.2%
Dennis S. Aronowitz.... 68 Director 1991 2000 12,983 *
William G. Coughlin.... 67 Director 1976 2000 54,000 0.2
Joseph J. Slotnik...... 63 Director 1970 2000 29,172 0.1
DIRECTORS CONTINUING IN OFFICE
David C. Chapin........ 63 Director 1989 2001 19,167 *
John L. Hall, II....... 60 Director 1983 2001 12,000 *
Charles H. Peck........ 59 Executive Vice President 1995 2001 77,782 0.3
Hollis W. Plimpton,
Jr..................... 69 Director 1974 2001 7,500 *
Rosamond B. Vaule...... 62 Director 1989 2001 32,808 0.1
Franklin Wyman, Jr..... 78 Director 1974 2001 65,000 0.2
George C. Caner, Jr.... 74 Secretary 1966 2002 19,000 *
Richard P. Chapman, President and
Jr..................... 65 Chief Executive Officer 1972 2002 187,282 0.7
Edward D. Rowley....... 81 Director 1966 2002 9,060 *
William V. Tripp,
III.................... 61 Director 1975 2002 16,893 *
Peter O. Wilde......... 60 Director 1993 2002 13,140 *
</TABLE>
- ------------------------------
(1) The mailing address for each person listed is 160 Washington Street,
Brookline, Massachusetts 02445. Each of the persons listed is also a
trustee of Brookline Bancorp, M.H.C., which owns the majority of the
Company's issued and outstanding shares of Common Stock.
5
<PAGE>
(2) Reflects initial appointment to the Board of Trustees of the mutual
predecessor, Brookline Savings Bank. With the exception of
Messrs. Aronowitz, Caner, Hall, Peck, Plimpton, Rowley and Ms. Vaule, all
directors of the Company continue to serve as directors of the Bank.
(3) See definition of "beneficial ownership" in the table in "Voting Securities
and Principal Holders Thereof."
* Less than one-tenth of 1%.
The principal occupation during the past five years of each director and
executive officer of the Company is set forth below. All directors and executive
officers have held their present positions for five years unless otherwise
stated.
OLIVER F. AMES has served as a director of the Bank since 1973 and as a
member of the Executive Committee (formerly the Board of Investment) of the Bank
since 1974. Mr. Ames serves on the board of directors of a number of civic and
charitable organizations. From 1962 through 1970, Mr. Ames served as a State
Senator.
DENNIS S. ARONOWITZ has served as a director of the Bank since 1991. In
1996, Mr. Aronowitz, an attorney, retired from Boston University where he served
on the faculty of the Law School since 1967 and was Director of the Banking Law
Center and Graduate Banking Law programs. He also is a trustee of a number of
John Hancock mutual funds.
GEORGE C. CANER, JR. has served as a director of the Bank since 1966 and
also serves as the Clerk of the Bank and Secretary of the Company. Mr. Caner is
an attorney at the law firm of Ropes & Gray, where he was a partner from 1965
through 1996. Mr. Caner currently is Of Counsel at the firm.
DAVID C. CHAPIN has served as a director of the Bank since 1989. Mr. Chapin
is President of Cameron Properties, a real estate investment, property appraisal
and management company, and has served in that capacity since 1975.
RICHARD P. CHAPMAN, JR. has served as a director of the Bank since 1972 and
also has served as President of the Bank since 1973 and Chief Executive Officer
since 1975. He has served as President and Chief Executive Officer of the
Company since its organization in 1998. Mr. Chapman is also a trustee of a
number of John Hancock mutual funds, Chairman of the Board and a director of
Lumber Insurance Cos. and a trustee of Northeastern University.
WILLIAM G. COUGHLIN has served as a director of the Bank since 1976 and
became a member of the Executive Committee in 1997. Mr. Coughlin is a private
investor in commercial real estate.
JOHN L. HALL, II has served as a director of the Bank since 1983. Mr. Hall
is President of Hall Properties, Inc., a real estate investment, management and
development company, and has served in that capacity since 1989.
CHARLES H. PECK has served as a director of the Bank since 1995. Mr. Peck
also is an Executive Vice President of the Bank and the Company, and has served
as the Senior Loan Officer of the Bank since 1970.
HOLLIS W. PLIMPTON, JR. has served as a director of the Bank since 1974.
Reverend Plimpton is Rector of St. George's Anglican Church.
EDWARD D. ROWLEY has been a director of the Bank since 1966. Prior to his
retirement, Mr. Rowley was associated with a retail merchandising firm and
served in an administrative position at the Harvard Business School.
JOSEPH J. SLOTNIK has served as a director of the Bank since 1970 and a
member of the Executive Committee since 1974. Mr. Slotnik is a private investor
and previously was managing partner of the Boston office of a brokerage and
investment firm.
WILLIAM V. TRIPP, III has served as a director of the Bank since 1975.
Mr. Tripp is an attorney and partner at Holland and Knight, LLP, and has been
with that firm since 1968.
6
<PAGE>
ROSAMOND B. VAULE has served as a director of the Bank since 1989.
Ms. Vaule is active in volunteer work for various educational and charitable
organizations.
PETER O. WILDE has served as a director of the Bank since 1993. In 1997,
Mr. Wilde became Managing Director of Beckwith Bemis Incorporated, a coatings
and finishing company. Previously, he was Vice President of Finance and
Administration at Ran Demo, Inc., a materials technology company, and served in
that position since 1991.
FRANKLIN WYMAN, JR. has served as a director of the Bank since 1974 and
became a member of the Executive Committee in 1979. Mr. Wyman is Chairman and
Treasurer of O'Conor, Wright, Wyman, Inc., a consulting firm providing advisory
services in mergers and acquisitions, where he has been since 1984. He is also a
director of Unitil Corporation, an electric utility company in New Hampshire,
and a director of Fitchburg Gas & Electric Company.
EXECUTIVE OFFICERS OF THE COMPANY WHO ARE NOT DIRECTORS
PAUL R. BECHET is Senior Vice President and Chief Financial Officer of the
Bank, a position he has held since June 1997. He also serves as Senior Vice
President and Chief Financial Officer of the Company. Mr. Bechet is a certified
public accountant who, prior to joining the Bank, was a partner at KPMG Peat
Marwick LLP since 1972. His primary areas of responsibility include financial
reporting and risk management.
SUSAN M. GINNS is Senior Vice President and Treasurer of the Bank, a
position she has held since 1987. She also serves as Senior Vice President and
Treasurer of the Company. Her primary areas of responsibility include retail
banking, marketing and personnel.
OWNERSHIP REPORTS BY OFFICERS AND DIRECTORS
The Common Stock of the Company is registered with the SEC pursuant to
Section 12(g) of the Securities Exchange Act of 1934 (the "Exchange Act"). The
officers and directors of the Company and beneficial owners of greater than 10%
of the Company's Common Stock ("10% beneficial owners") are required to file
reports on Forms 3, 4 and 5 with the SEC disclosing beneficial ownership and
changes in beneficial ownership of the Common Stock. SEC rules require
disclosure in the Company's Proxy Statement or Annual Report on Form 10-K of the
failure of an officer, director or 10% beneficial owner of the Company's Common
Stock to file a Form 3, 4, or 5 on a timely basis. All of the Company's officers
and directors filed these reports on a timely basis.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The business of the Boards of Directors of the Company and the Bank is
conducted through meetings and activities of the Boards and their committees.
The Board of the Company has the following committees: Audit Committee, CRA
Committee, Bond and Salary Committee, Executive Committee and Nominating
Committee. The Board of the Bank has the following committees: Audit Committee,
Bond and Salary Committee, Executive Committee, Loan Committee, Nominating
Committee and Watch Committee.
During the year ended December 31, 1999, the Board of Directors of the
Company held five meetings and the Board of Directors of the Bank held 13
meetings. During the year ended December 31, 1999, no director attended fewer
than 75% of the total meetings of the Boards of Directors and committees on
which such director served.
The Audit Committees of the Company and the Bank consist of directors
Chapin, Tripp and Wilde. The committees met quarterly to review the contents of
and conclusions in audit reports prepared by the internal auditor and the
Company's independent auditors, to review and approve the annual engagement of
the Company's independent auditors, the Company's audit policy, the internal
audit function and the plan of audit coverage, and to review with management the
Company's financial statements and internal controls.
7
<PAGE>
The CRA Committee consists of directors Ames, Aronowitz and Vaule. The
Committee met quarterly to review the status of the Bank's CRA program and any
reports issued by regulators resulting from their examination of the Bank's
compliance with CRA regulations.
The Bond and Salary Committee of the Company and the Bank consists of
directors Ames, Slotnik, Tripp and Wyman. The Committee met three times during
the year ended December 31, 1999 to review executive compensation and the
Company's blanket bond and directors' and officers' insurance coverage. It
recommends the compensation to be paid to the Company's three highest paid
officers, establishes the parameters that must be met for bonuses to be paid to
selected officers and approves the actual amounts of bonuses paid.
The Nominating Committee of the Company and the Bank consists of directors
Coughlin, Wilde and Wyman. The Committee meets as needed to identify, evaluate
and recommend to the Board of Directors potential candidates for election as
directors and appointments to the Board's committees. It also reviews officer
candidates and recommends to the Board of Directors their election to office.
The Committee met once during the year ended December 31, 1999.
The Executive Committee consists of directors Ames, Chapman, Coughlin,
Slotnik and Wyman. The Committee met 12 times during the year ended
December 31, 1999 to exercise general control and supervision of all matters
pertaining to the interests of the Company and the Bank, subject at all times to
the direction of the Board of Directors.
The Loan Committee consists of directors Chapman, Coughlin and Wyman. The
Committee generally meets weekly to review and approve all loan requests over
$500,000.
The Watch Committee consists of directors Chapman and Slotnik. The Committee
met quarterly to review the status of the loan portfolio and OREO properties,
the classification of loans and the adequacy of the allowance for losses on
loans and OREO.
PERSONNEL COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The full Board of Directors of the Company approves the salaries to be paid
each year to the three highest paid officers of the Company, based on the
recommendations of the Bond and Salary Committee. Richard P. Chapman, Jr. and
Charles H. Peck are directors of the Company in addition to being the President
and Chief Executive Officer and Executive Vice President, respectively, of the
Company and of the Bank. Messrs. Chapman and Peck do not participate in the
Board of Directors' determination of compensation for their respective offices.
REPORT OF THE BOND AND SALARY COMMITTEE OF THE BOARD OF DIRECTORS ON EXECUTIVE
COMPENSATION
Under rules established by the SEC, the Company is required to provide
certain data and information regarding compensation and benefits provided to its
Chief Executive Officer and other executive officers. The disclosure
requirements for the Chief Executive Officer and other executive officers
include the use of tables and a report explaining the rationale and
considerations that led to fundamental executive compensation decisions
affecting those individuals. In fulfillment of this requirement, the Bond and
Salary Committee of the Board of Directors has prepared the following report for
inclusion in this proxy statement.
The Committee annually reviews the performance of the Chief Executive
Officer and other executive officers and approves changes to base compensation
as well as the level of bonus, if any, to be awarded. In determining whether the
employment agreements of the Chief Executive Officer and other executive
officers should be extended, the Committee took into account the individual
performance of each executive officer and the performance of the Company under
the direction of the executive officers. Other factors considered by the
Committee in 1999 included each executive officer's
8
<PAGE>
general managerial oversight of the Company, the quality of communications with
the Board of Directors, and the Company's record of compliance with regulatory
requirements.
While the Committee does not use strict numerical formulas to determine
changes in compensation for the Chief Executive Officer and other executive
officers, and while it weighs a variety of different factors in its
deliberations, it has emphasized and expects to continue to emphasize the
profitability and scope of the Company's operations, the experience, expertise
and management skills of the executive officers and their roles in the future
success of the Company, as well as compensation surveys prepared by banking
associations and professional firms to determine compensation paid to executives
performing similar duties for similarly-sized financial institutions in the New
England and Mid-Atlantic Regions. While each of the quantitative and
non-quantitative factors described above was considered by the Committee, such
factors were not assigned a specific weight in evaluating the performance of the
Chief Executive Officer and other executive officers. Rather, all factors were
considered.
The amount of bonus payments to an executive officer is based on the
performance of the Company as measured against certain quantitative thresholds.
Specifically, bonus payments are based on the Company's level of net operating
income, net interest margin, non-performing assets and operating expenses. The
performance thresholds for bonus payments have been established by the full
Board of Directors. In 1999, the Committee did not recommend any changes to the
bonus payments derived from the application of the foregoing quantitative
criteria.
With respect to Richard P. Chapman, Jr., the Chief Executive Officer, the
Committee recommended to the full Board of Directors a $20,000 increase in base
salary to $385,000 in 1999. Mr. Chapman's annual bonus was increased by $6,000
to $115,500 for 1999.
This report has been provided by the Bond and Salary Committee:
<TABLE>
<S> <C>
Oliver F. Ames Joseph J. Slotnik
William V. Tripp, III Franklin Wyman, Jr.
</TABLE>
DIRECTORS' COMPENSATION
Executive officers of the Company and the Bank receive no fees for service
on the Board of Directors of the Company and the Bank or on any committees of
the Boards. Directors of the Company receive an annual retainer of $1,000 and
directors of the Bank (comprised of seven outside directors of the Company and
Mr. Chapman) receive an annual retainer of $5,000. Directors of the Company
receive fees of $750 for each meeting attended except for the Secretary of the
Company who receives $900 for each meeting. No additional fees are paid to
directors who also attend meetings of the Bank held on the same day as meetings
of the Company. When Board meetings are held concurrently with meetings of the
Board of Trustees of Brookline Bancorp, M.H.C., meeting fees are partially
assumed by Brookline Bancorp, M.H.C.
Members of the Audit Committee and the CRA Committee receive fees of $750
for each meeting attended. The chairman of the Audit Committee receives an
additional annual retainer of $2,000. Members of the Executive Committee of the
Bank receive an annual retainer of $5,000 plus fees of $750 for each meeting
attended. The Vice Chairman of the Committee receives an additional retainer of
$4,000. Members of the Loan Committee of the Bank receive an annual retainer of
$18,000. The outside director on the Watch Committee receives an annual retainer
of $5,000 and an additional $2,000 for serving as Chairman of the Committee.
EXECUTIVE COMPENSATION
The following table sets forth the cash compensation paid and bonuses
accrued as well as certain other compensation paid or accrued for services
rendered in all capacities during the year ended
9
<PAGE>
December 31, 1999 to the Chief Executive Officer of the Company and the three
other executive officers of the Company who received total annual compensation
in excess of $100,000 ("Named Executive Officers").
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
--------------------------------
ANNUAL COMPENSATION AWARDS PAYOUT
YEAR ----------------------------------- --------------------- --------
ENDED OTHER ANNUAL RESTRICTED OPTIONS/
12/31 COMPENSATION STOCK SARS LTIP ALL OTHER
NAME AND PRINCIPAL POSITION (1) SALARY BONUS (2)(3) AWARDS(4) (#) PAYOUTS COMPENSATION(5)
- --------------------------- -------- -------- -------- ------------- ---------- -------- -------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Richard P. Chapman, Jr. ... 1999 $385,000 $115,500 $15,001 $1,340,750 300,000 -- $22,385
President and Chief 1998 365,000 109,500 17,178 -- -- -- 14,544
Executive Officer
Charles H. Peck............ 1999 185,000 46,250 10,869 670,375 175,000 -- 22,385
Executive Vice President 1998 175,000 43,750 11,762 -- -- -- 14,544
Paul R. Bechet............. 1999 135,000 33,750 8,931 243,281 100,000 -- 21,718
Senior Vice President and 1998 127,500 31,875 7,459 -- -- -- --
Chief Financial Officer
Susan M. Ginns............. 1999 126,000 31,500 8,852 405,469 75,000 -- 20,942
Senior Vice President and 1998 120,000 30,000 9,184 -- -- -- 13,649
Treasurer
</TABLE>
- ------------------------
(1) In accordance with the rules on executive officer and director compensation
disclosure adopted by the SEC, summary compensation information is excluded
for the year ended December 31, 1997, as the Company was not a public
company during such period.
(2) The Company also provides certain members of senior management with the use
of an automobile, club membership dues and certain other personal benefits,
the aggregate value of which did not exceed the lesser of $50,000 or 10% of
the total annual salary and bonus reported for each officer.
(3) Includes premium paid for group term life insurance and medical and dental
insurance coverage.
(4) Includes stock awards of 124,000, 62,000, 22,500 and 37,500 shares granted
to Messrs. Chapman, Peck and Bechet and Ms. Ginns, respectively, under the
Company's 1999 Recognition and Retention Plan. The awards to
Messrs. Chapman and Peck and Ms. Ginns vest in two equal installments on
October 19, 1999 and October 19, 2000. The award to Mr. Bechet vests in
eight equal annual installments commencing on April 19, 2000. The officers
receive all dividends paid on shares awarded to them. All awards vest
immediately upon termination of employment due to death, disability, normal
retirement or following a change in control. The dollar amounts set forth in
the table represent the market value of the shares awarded on the date of
the awards. As of December 31, 1999, the market value of the shares awarded
to Messrs. Chapman, Peck and Bechet and Ms. Ginns was $1,209,000, $604,500,
$219,375 and $365,625, respectively.
(5) Represents the market value of shares allocated to officers' accounts
pursuant to the Employee Stock Ownership Plan as of the allocation dates.
EMPLOYMENT AND SEVERANCE AGREEMENTS
EMPLOYMENT AGREEMENTS. The Bank has entered into substantially identical
employment agreements with Messrs. Chapman and Peck. Each of the agreements has
a term of 36 months. On each anniversary date, the agreement may be extended for
an additional twelve months, so that the remaining term shall be 36 months. If
the agreement is not renewed, the agreement will expire 36 months following the
anniversary date. Under the agreements, the current Base Salaries for
Messrs. Chapman and Peck are $400,000 and $192,500, respectively. The Base
Salary may be increased but not decreased. In addition to the Base Salary, the
agreement provides for, among other things, participation in retirement plans
and other employee and fringe benefits applicable to executive personnel. The
agreement provides for termination by the Bank for cause at any time. In the
event the Bank terminates the executive's employment for reasons other than for
cause, or in the event of the executive's resignation from the Bank (such
resignation to occur within the period or periods set forth in the employment
agreement) upon (i) failure to re-elect the executive to his current offices,
(ii) a
10
<PAGE>
material change in the executive's functions, duties or responsibilities, or
relocation of his principal place of employment by more than 30 miles,
(iii) liquidation or dissolution of the Bank, (iv) a breach of the agreement by
the Bank, or (v) following a change in control of the Bank or the Company, the
executive, or in the event of death, his beneficiary, would be entitled to
severance pay in an amount equal to three times the Base Salary and the highest
bonus paid during any of the last three years. Messrs. Chapman and Peck would
receive an aggregate of $2.2 million pursuant to their employment agreements
upon a change in control of the Bank or the Company, based upon current levels
of compensation. The Bank also would continue the executive's life, health,
dental and disability coverage for 36 months from the date of termination. In
the event the payments to the executive include an "excess parachute payment" as
defined by Code Section 280G (relating to payments made in connection with a
change in control), the payments would be reduced in order to avoid having an
excess parachute payment.
Under the agreement, the executive's employment may be terminated upon his
retirement in accordance with any retirement policy established on behalf of the
executive and with his consent. Upon the executive's retirement, he will be
entitled to all benefits available to him under any retirement or other benefit
plan maintained by the Bank. In the event of the executive's disability for a
period of six months, the Bank may terminate the agreement provided that the
Bank will be obligated to pay him his Base Salary for the remaining term of the
agreement or one year, whichever is longer, reduced by any benefits paid to the
executive pursuant to any disability insurance policy or similar arrangement
maintained by the Bank. In the event of the executive's death, the Bank will pay
his Base Salary to his named beneficiaries for one year following his death, and
will also continue medical, dental and other benefits to his family for one
year. The employment agreement provides that, following his termination of
employment, the executive will not compete with the Bank for a period of one
year.
SEVERANCE AGREEMENTS. The Bank has entered into severance agreements (the
"Severance Agreements") with seven other officers of the Bank, including
Mr. Bechet and Ms. Ginns, which provide certain benefits in the event of a
change in control of the Bank or the Company. Each of the Severance Agreements
provides for a term of 36 months. Commencing on each anniversary date, the Board
of Directors may extend any Severance Agreement for an additional year. The
Severance Agreements enable the Bank to offer to designated officers certain
protections against termination without cause in the event of a "change in
control." For these purposes, a "change in control" is defined generally to
mean: (i) consummation of a plan of reorganization, merger or sale of
substantially all of the assets of the Bank or the Company where the Bank or the
Company is not the surviving entity; (ii) changes to the Board of Directors of
the Bank or the Company whereby individuals who constitute the current Board
cease to constitute a majority of the Board, subject to certain exceptions;
(iii) a change in "control" as defined by the BHCA, in effect on the date of the
Severance Agreement; (iv) a transaction or occurrence whereby any person becomes
the beneficial owner of 25% or more of the voting securities of the Company; and
(v) a tender offer is made for 25% or more of the voting securities of the
Company and 25% or more of the stockholders have tendered their shares. These
protections against termination without cause in the event of a change in
control are frequently offered by other financial institutions, and the Bank may
be at a competitive disadvantage in attracting and retaining key employees if it
does not offer similar protections. Although the Severance Agreements may have
the effect of making a takeover more expensive to an acquiror, the Bank believes
that the benefits of enhancing the Bank's ability to attract and retain
qualified management persons by offering the Severance Agreements outweighs any
disadvantage of such agreements.
Following a change in control of the Company or the Bank, an officer is
entitled to a payment under the Severance Agreement if the officer's employment
is involuntarily terminated during the term of such agreement, other than for
cause, as defined, or if the officer voluntarily terminates employment during
the term of such agreement as the result of a demotion, loss of title, office or
significant
11
<PAGE>
authority, reduction in his annual compensation or benefits, or relocation of
his principal place of employment by more than 30 miles from its location
immediately prior to the change in control. In the event that an officer who is
a party to a Severance Agreement is entitled to receive payments pursuant to the
Severance Agreement, he will receive a cash payment up to a maximum of one times
the average of the three preceding years' annual base salary and bonuses.
Mr. Bechet and Ms. Ginns would receive an aggregate of $311,875 and the
remaining officers would receive an aggregate of $452,747, pursuant to their
severance agreements upon a change in control of the Bank or the Company. In
addition to the severance payment, each covered officer is entitled to receive
life, health, dental and disability coverage for a period of up to 12 months
from the date of termination. Notwithstanding any provision to the contrary in
the Severance Agreement, payments under the Severance Agreements are limited so
that they will not constitute an excess parachute payment under Section 280G of
the Internal Revenue Code.
COMPENSATION OF OFFICERS AND DIRECTORS THROUGH BENEFIT PLANS
The Bank's current tax-qualified employee pension benefit plans consist of a
defined benefit pension plan and a profit sharing plan with a salary deferral
feature under section 401(k) of the Code.
MEDICAL, DENTAL, LIFE AND OTHER SIMILAR EMPLOYEE BENEFIT PLANS. The Bank
provides eligible employees (i.e., generally full-time employees and employees
who work more than 17 1/2 hours per week) with group life (after three months of
employment), accidental death and dismemberment, and long term disability
coverage. For its eligible employees, the Bank pays 80% of the monthly premiums
for group health coverage and 50% of the monthly premiums for individual and
family dental coverage. The Bank pays 100% of the monthly premiums for group
life insurance coverage after the employee has completed one year of service.
The Bank also sponsors a flexible benefits plan under which employees can pay
their ratable share of health insurance premiums on a pre-tax basis and a
medical expense reimbursement plan under which employees can defer their salary
on a pre-tax basis to cover the costs of certain medical expenses not reimbursed
through insurance or otherwise.
DEFINED BENEFIT PENSION PLAN. The Bank maintains the Savings Banks
Employees Retirement Association Pension Plan, which is a qualified, tax-exempt
defined benefit plan ("Retirement Plan"). All employees age 21 or older who have
worked at the Bank for a period of one year and have been credited with 1,000 or
more hours of service with the Bank during the year are eligible to accrue
benefits under the Retirement Plan. The Bank annually contributes an amount to
the Retirement Plan necessary to satisfy the actuarially determined minimum
funding requirements in accordance with the Employee Retirement Income Security
Act of 1974, as amended ("ERISA").
At the normal retirement age of 65, the plan is designed to provide a single
life annuity. For a married participant, the normal form of benefit is an
actuarially reduced joint and survivor annuity where, upon the participant's
death, the participant's spouse is entitled to receive a benefit equal to 100%
of that paid during the participant's lifetime. The joint and survivor annuity
will be actuarially equivalent to the single life annuity. The retirement
benefit provided is an amount equal to 1.25% of a participant's average
compensation based on the average of the three consecutive years providing the
highest average multiplied by the participant's years of service (up to a
maximum of 25 years) plus .6% of such average compensation in excess of covered
compensation multiplied by the participant's total number of years of service
(up to a maximum of 25 years). Retirement benefits are also payable upon
retirement due to early and late retirement, disability or death. A reduced
benefit is payable upon early retirement at age 62, at or after age 55 and the
completion of ten years of service with the Bank, or at age 50 and the
completion of 15 years of service. Upon termination of employment other than as
specified above, a participant who was employed by the Bank for a minimum of
five years is eligible to receive his or her accrued benefit commencing,
generally, on such participant's normal retirement date. Benefits under the
Retirement Plan are payable in various annuity forms as well as in the form of a
single lump sum payment. As of October 31, 1999, the most recent date for which
information is
12
<PAGE>
available, the market value of the Retirement Plan assets equaled $6.8 million.
No contribution was made to the Retirement Plan for the plan year ended
October 31, 1999.
The following table indicates the annual retirement benefit that would be
payable under the Retirement Plan upon retirement at age 65 in calendar year
1999, expressed in the form of a single life annuity for the final average
salary and benefit service classifications specified below.
<TABLE>
<CAPTION>
YEARS OF SERVICE AND
BENEFIT PAYABLE AT RETIREMENT
---------------------------------------------
25 YEARS
FINAL AVERAGE COMPENSATION 10 15 20 AND AFTER(2)
- -------------------------- -------- -------- -------- ------------
<S> <C> <C> <C> <C>
$ 50,000................................. $ 7,266 $10,899 $14,532 $18,165
100,000................................. 16,516 24,774 33,032 41,290
150,000................................. 25,766 38,649 51,532 64,415
160,000(1).............................. 27,616 41,424 55,232 69,040
</TABLE>
- ------------------------
(1) Under present law, a retirement benefit cannot be funded based on
compensation in excess of $160,000. Prior to 1994, retirement benefits could
be funded based on compensation of up to $235,840. If a participant had
accrued a larger retirement benefit based on the law before 1994, the
participant would be entitled to the larger benefit.
(2) Benefits under the Retirement Plan are calculated based on a participant's
average compensation over a three year period and years of service, up to
25 years. Benefits do not increase due to years of service in excess of 25.
At December 31, 1999 the approximate years of service for the named
executive officers were as follows:
<TABLE>
<CAPTION>
YEARS OF SERVICE
----------------
<S> <C>
Richard P. Chapman, Jr. .............................. 28
Charles H. Peck....................................... 34
Susan M. Ginns........................................ 24
</TABLE>
SUPPLEMENTAL RETIREMENT INCOME AGREEMENT. The Bank has entered into
non-qualified supplemental retirement income agreements ("SRIA") for the benefit
of Mr. Richard P. Chapman, Mr. Charles H. Peck and Ms. Susan M. Ginns. The SRIA
for Mr. Chapman and Mr. Peck provide them with benefits generally equal to 70%
of their average compensation for the three calendar years with the highest rate
of compensation in the ten calendar year period prior to retirement, reduced by
any distribution they are entitled to receive from the Bank's pension plan and
one-half of any Social Security benefits. The SRIA for the benefit of Ms. Ginns
provides for a benefit at normal retirement equal to $3,000 per month.
Retirement benefits under the SRIA are generally payable as a monthly
benefit or, at the election of the Bank, as a lump sum benefit. The monthly
benefits are payable on early or normal retirement or disability and continue
until the later of the executive's death or 15 years from the executive's
retirement (20 years in the case of Mr. Chapman). Monthly benefits are provided
for designated beneficiaries of participants who do not survive until retirement
commencing on the date of death and ending on the earlier of (1) the date the
executive would have attained his standard life expectancy or (2) 15 years from
the date of death (20 years in the case of the death of Mr. Chapman). Under the
SRIAs for Messrs. Chapman and Peck, in the case of a change in control, the
executive (or in the event of the executive's death, his beneficiary) is
irrevocably entitled to elect a lump sum benefit equal to the actuarial
equivalent of the monthly benefit to which the executive is entitled at such
time. The SRIA is considered an unfunded plan for tax and ERISA purposes. For
the year ended December 31, 1999, the Bank contributed under the SRIA $315,455,
$89,389 and $14,214 to Mr. Chapman, Mr. Peck
13
<PAGE>
and Ms. Ginns, respectively. All obligations under the SRIA are payable from the
general assets of the Bank.
401(K) PLAN. The Bank maintains the Savings Banks Employees Retirement
Association 401(k) Plan which is a qualified, tax-exempt profit sharing plan
with a salary deferral feature under Section 401(k) of the Code (the "401(k)
Plan"). All employees who have attained age 21 and have worked at least
1,000 hours are eligible to participate.
Under the 401(k) Plan, participants are permitted to make salary reduction
contributions equal to the lesser of 15% of compensation or $10,500 (as indexed
annually). For these purposes, "compensation" includes wages reported on federal
income tax form W-2, but does not include compensation in excess of the Code
Section 401(a)(17) limits (i.e., $160,000). All employee contributions and
earnings thereon are fully and immediately vested. A participant may withdraw
salary reduction contributions in the event the participant suffers a financial
hardship. The 401(k) Plan permits employees to direct the investment of their
own accounts into various investment options.
Plan benefits will be paid to each participant in the form of a life annuity
(or joint and survivor annuity if married) upon retirement or death unless an
alternate form of distribution (lump sum or equal payments over a fixed period)
is selected. If a participant terminates employment prior to retirement, his
vested benefit will be held by the 401(k) Plan until the participant elects to
receive his benefit from the plan. If a participant (and the participant's
spouse, if married) elects to receive benefits after termination of employment
prior to normal or early retirement age, benefits will be paid in a lump sum.
Normal retirement age under the plan is age 65. Early retirement age is the
earliest of age 62, age 55 with ten years of service, or the date on which a
claim for Social Security disability income benefits is approved.
EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST. The Bank has implemented an
Employee Stock Ownership Plan (the "ESOP"). The first plan year for the ESOP
ended October 31, 1998. In 1999, the plan year was changed to December 31 and,
as a result, shares were released to employees as of October 31 and
December 31, 1999. Employees with at least one year of employment with the Bank
and who have attained age 21 are eligible to participate. The ESOP has borrowed
funds from the Company and used those funds to purchase shares of the Common
Stock of the Company. Collateral for the loan is the Common Stock purchased by
the ESOP. The loan will be repaid principally from the Bank's contributions to
the ESOP over a maximum of 30 years. The interest rate for the loan is fixed at
8.50%. Shares purchased by the ESOP are held in a suspense account for
allocation among participants as the loan is repaid.
Contributions to the ESOP and shares released from the suspense account in
an amount proportional to the repayment of the ESOP loan are allocated among
ESOP participants on the basis of compensation in the year of allocation. For
the plan years ended October 31, 1999 and December 31, 1999, 31,106 and 8,349
shares, respectively, were released from the suspense account and allocated to
employees. Participants in the ESOP receive credit for each year of service with
the Bank prior to the effective date of the ESOP (up to a maximum of three
years). Benefits generally vest over a seven year period. Benefits generally
vest at the rate of 20% per year beginning in the third year of service until a
participant is 100% vested after seven years or upon normal retirement (as
defined in the ESOP), disability or death of the participant or a change in
control (as defined in the ESOP). A participant who terminates employment for
reasons other than death, retirement or disability prior to seven years of
credited service will forfeit the nonvested portion of his benefits under the
ESOP. Benefits will be payable in the form of Common Stock and cash upon death,
retirement, early retirement, disability or separation from service. The Bank's
contributions to the ESOP are discretionary, subject to the loan terms and tax
law limits and, therefore, benefits payable under the ESOP cannot be estimated.
The Bank is required to record compensation expense in an amount equal to the
fair market value of the shares released from the suspense account.
14
<PAGE>
The Bank's Board of Directors administers the ESOP. The Bank has appointed
an independent financial institution to serve as trustee of the ESOP. The ESOP
committee may instruct the trustee regarding investment of funds contributed to
the ESOP. The ESOP trustee, subject to its fiduciary duty, must vote all
allocated shares held in the ESOP in accordance with the instructions of
participating employees. Under the ESOP, nondirected shares and shares held in
the suspense account will be voted in a manner calculated to most accurately
reflect the instructions it has received from participants regarding the
allocated stock so long as such vote is in accordance with the provisions of
ERISA.
TRANSACTIONS WITH CERTAIN RELATED PERSONS
All transactions between the Company and its executive officers, directors,
holders of 10% or more of the shares of its Common Stock and affiliates thereof,
are on terms no less favorable to the Company than could have been obtained by
it in arm's-length negotiations with unaffiliated persons. The balance of loans
outstanding to directors, executive officers and their related interests
amounted to $6.4 million at December 31, 1999.
15
<PAGE>
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the proxy materials for next year's
Annual Meeting of Stockholders, any stockholder proposal to take action at such
meeting must be received at the Company's executive office, 160 Washington
Street, Brookline, Massachusetts 02445, no later than November 11, 2000. Any
such proposals shall be subject to the requirements of the proxy rules adopted
under the Securities Exchange Act of 1934.
OTHER MATTERS
The Board of Directors is not aware of any business to come before the
Annual Meeting other than the matters described above in the Proxy Statement.
However, if any matters should properly come before the Annual Meeting, it is
intended that holders of the proxies will act as directed by a majority of the
Board of Directors, except for matters related to the conduct of the Annual
Meeting, as to which they shall act in accordance with their best judgment. The
Board of Directors intends to exercise its discretionary authority to the
fullest extent permitted under the Securities Exchange Act of 1934.
The Bylaws of the Company provide an advance notice procedure for certain
business, or nominations to the Board of Directors to be brought before an
annual meeting. In order for a stockholder to properly bring business before an
annual meeting, or to propose a nominee to the Board, the stockholder must give
written notice to the Secretary of the Company not less than ninety (90) days
before the date fixed for such meeting; provided, however, that in the event
that less than one hundred (100) days notice or prior public disclosure of the
date of the meeting is given or made, notice by the stockholder to be timely
must be received not later than the close of business on the tenth day following
the day on which such notice of the date of the annual meeting was mailed or
such public disclosure was made. The notice must include the stockholder's name,
record address and number of shares owned by the stockholder, describe briefly
the proposed business, the reasons for bringing the business before the annual
meeting and any material interest of the stockholder in the proposed business.
In the case of nominations to the Board, certain information regarding the
nominee must be provided. Nothing in this paragraph shall be deemed to require
the Company to include in its proxy statement and proxy relating to an annual
meeting any stockholder proposal which does not meet all of the requirements for
inclusion established by the SEC in effect at the time such proposal is
received.
The date on which the Annual Meeting of Stockholders is expected to be held
is April 19, 2001. Accordingly, advance written notice of business or
nominations to the Board of Directors to be brought before the 2001 Annual
Meeting of Stockholders must be given to the Company no later than January 19,
2001.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 1999 WILL BE FURNISHED WITHOUT CHARGE TO STOCKHOLDERS AS OF THE
RECORD DATE UPON WRITTEN OR TELEPHONIC REQUEST TO PAUL R. BECHET, SENIOR VICE
PRESIDENT AND CHIEF FINANCIAL OFFICER, BROOKLINE BANCORP, INC., 160 WASHINGTON
STREET, BROOKLINE, MASSACHUSETTS 02445, OR CALL AT 617-730-3500.
BY ORDER OF THE BOARD OF DIRECTORS
George C. Caner, Jr.
CORPORATE SECRETARY
Brookline, Massachusetts
March 10, 2000
16
<PAGE>
REVOCABLE PROXY
BROOKLINE BANCORP, INC.
ANNUAL MEETING OF STOCKHOLDERS
APRIL 20, 2000
The undersigned hereby appoints the official proxy committee consisting of
the Board of Directors with full powers of substitution to act as attorneys and
proxies for the undersigned to vote all shares of Common Stock of the Company
which the undersigned is entitled to vote at the Annual Meeting of Stockholders
("Annual Meeting") to be held at the Brookline Holiday Inn, 1200 Beacon Street,
Brookline, Massachusetts 02446 on April 20, 2000, at 10:00 a.m. Eastern Standard
Time. The official proxy committee is authorized to cast all votes to which the
undersigned is entitled as follows:
<TABLE>
<CAPTION>
VOTE
FOR WITHHELD
------------ ------------
(EXCEPT AS
MARKED TO
THE CONTRARY
BELOW)
<S> <C> <C>
1. The election as Directors of all nominees listed below
each to serve for a three-year term / / / /
Oliver F. Ames
Dennis S. Aronowitz
William G. Coughlin
Joseph J. Slotnik
INSTRUCTION: To withhold your vote for one or more
nominees, write the name of the nominee(s) on the line(s)
below.
- ----------------------------------------
- ----------------------------------------
</TABLE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL 1.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR PROPOSAL 1. IF ANY OTHER BUSINESS IS PRESENTED AT SUCH
ANNUAL MEETING, THIS PROXY WILL BE VOTED AS DIRECTED BY A MAJORITY OF THE BOARD
OF DIRECTORS. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER
BUSINESS TO BE PRESENTED AT THE ANNUAL MEETING.
17
<PAGE>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Annual Meeting or at
any adjournment thereof and after notification to the Secretary of the Company
at the Annual Meeting of the stockholder's decision to terminate this proxy,
then the power of said attorneys and proxies shall be deemed terminated and of
no further force and effect. This proxy may also be revoked by sending written
notice to the Secretary of the Company at the address set forth on the Notice of
Annual Meeting of Stockholders, or by the filing of a later proxy prior to a
vote being taken on a particular proposal at the Annual Meeting.
The undersigned acknowledges receipt from the Company prior to the execution of
this proxy of notice of the Annual Meeting, a proxy statement dated March 10,
2000 and audited financial statements.
<TABLE>
<S> <C>
Dated: / / Check Box if You Plan
to Attend Annual Meeting
- ---------------------------------------- ----------------------------------------
PRINT NAME OF Stockholder PRINT NAME OF Stockholder
- ---------------------------------------- ----------------------------------------
SIGNATURE OF Stockholder SIGNATURE OF Stockholder
</TABLE>
Please sign exactly as your name appears on this card. When signing as attorney,
executor, administrator, trustee or guardian, please give your full title.
PLEASE COMPLETE AND DATE THIS PROXY AND RETURN IT PROMPTLY
IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE.
18
