UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                       PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported): December 21, 2006

                             BROOKLINE BANCORP, INC.
                            -------------------------
               (Exact Name of Registrant as Specified in Charter)

          Delaware                       0-23695                  04-3402944
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(State or Other Jurisdiction)     (Commission File No.)        (I.R.S. Employer
      of Incorporation)                                      Identification No.)


160 Washington Street, Brookline, Massachusetts                        02447
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   (Address of Principal Executive Offices)                          (Zip Code)

Registrant's telephone number, including area code: (617) 730-3500
                                                    --------------


                                 Not Applicable
                                ----------------
          (Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17
    CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
    CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))




Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
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Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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     (e) On  December  21,  2006  the  Compensation  Committee  of the  Board of
Directors  approved an amendment to the  non-qualified  supplemental  retirement
income agreements (the "SERPs") previously entered into between the Bank and Mr.
Richard P. Chapman,  Jr., Chief  Executive  Officer of Brookline Bank (President
and Chief Executive Officer of the Company),  and Charles H. Peck,  President of
Brookline Bank (Executive Vice President of the Company).  The SERPs provide for
retirement  benefits  to the  executives  equal to 70% of their  average  annual
compensation  (based on the highest  three years in the prior ten year  period),
reduced by amounts  payable under the Bank's pension plan and one-half of social
security  benefits.  The  amendments  were  necessary to clarify that the annual
"compensation"  on which the  retirement  benefit is based  includes  salary and
bonus,  but excludes all except a limited  amount  ($20,000 for Mr.  Chapman and
$10,000 for Mr.  Peck) of other items that may be  considered  compensation  for
purposes of federal income taxes (such as vested restricted stock shares and the
"spread"  realized in connection with option  exercises).  In addition,  certain
provisions  relating to early retirement and disability benefits were eliminated
as unnecessary.  The change in annual expense  relating to these plan amendments
is not expected to be material to the Bank's financial statements.

Item 9.01 Financial Statements and Exhibits
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(a)  Financial Statements of businesses acquired. Not Applicable.

(b)  Pro forma financial information. Not Applicable.

(c)  Exhibits.

     None.




                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.

                                       BROOKLINE BANCORP, INC.


DATE: December 22, 2006                By: /s/ Richard P. Chapman, Jr.
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                                           Richard P. Chapman, Jr.
                                           President and Chief Executive Officer