10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the Fiscal Year Ended December 31, 2005.
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from           to           .

Commission File Number 000-51194

Benjamin Franklin Bancorp, Inc.

(Exact name of Registrant as specified in its Charter)

Massachusetts	04-3336598
(State of incorporation)	(I.R.S. Employer Identification No.)

P.O. Box 309

58 Main Street

Franklin, Massachusetts 02038-0309

(508) 528-7000

(Address and telephone number of principal executive offices)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

None

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

Common Stock, no par value

      Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.     Yes o          No þ.

      Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.     Yes o          No þ.

      Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes þ          No o.

      Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.     o

      Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer     o          Accelerated filer     o          Non-accelerated filer     þ

      Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes o          No þ.

      As of June 30, 2005, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $85,677,691 based on the closing sale price as reported on the National Association of Securities Dealers Automated Quotation System National Market System.

      Shares outstanding of the registrant’s common stock (no par value) at March 15, 2006: 8,488,898.

DOCUMENTS INCORPORATED BY REFERENCE

      Portions of the Proxy Statement for the annual meeting of stockholders to be held on May 11, 2006, which is expected to be filed not later than 120 days after the registrant’s fiscal year ended December 31, 2005, are incorporated by reference into Part III of Form 10-K.

TABLE OF CONTENTS

		Page
PART I			2
Item 1.	Business		2
	General		2
	Stock Conversion and Merger		2
	Market Area and Competition		3
	Lending Activities		4
	Asset Quality		12
	Investment Activities		19
	Sources of Funds		21
	Employees		24
	Subsidiary Activities		24
	Regulation and Supervision		25
	Forward-Looking Statements		33
Item 1A.	Risk Factors That May Affect Future Results		34
Item 1B.	Unresolved Staff Comments		38
Item 2.	Properties		38
Item 3.	Legal Proceedings		38
Item 4.	Submission of Matters to a Vote of Security Holders		39
PART II			39
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		39
Item 6.	Selected Financial Data		40
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		42
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk		53
Item 8.	Financial Statements and Supplementary Data		59
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure		59
Item 9A.	Controls and Procedures		59
Item 9B.	Other Information		60
PART III			60
Item 10.	Directors and Executive Officers of the Registrant		60
Item 11.	Executive Compensation		60
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		60
Item 13.	Certain Relationships and Related Transactions		60
Item 14.	Principal Accountant Fees and Services		60
PART IV			60
Item 15.	Exhibits and Financial Statement Schedules		60
EX-10.4.1 Amended and Restated Supplemental Executive Retirement Agreement
EX-10.4.2 Amended and Restated Supplemental Executive Retirement Agreement
EX-21 Subsidiaries of Registrant
EX-23.1 Consent of Independent Registered Public Accounting Firm
EX-31.1 Certification of CEO
EX-31.2 Certification of CFO
EX-32.1 Certification of CEO
EX-32.2 Certification of CFO

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PART I

Item 1. Business

General

      Benjamin Franklin Bancorp (the “Company”) was organized in 1996 as a mutual holding company in connection with Benjamin Franklin Bank’s reorganization into the mutual holding company form of organization. Benjamin Franklin Bancorp is registered with the Federal Reserve Board as a bank holding company under the Bank Holding Company Act. On April 4, 2005, the Company completed its mutual-to-stock conversion and related stock offering, and the acquisition of Chart Bank, a $260.7 million-asset bank with three offices in Middlesex County. Since the formation of Benjamin Franklin Bancorp, it has owned 100% of Benjamin Franklin Bank’s outstanding capital stock. At December 31, 2005, Benjamin Franklin Bancorp had total assets of $867.1 million and total deposits of $611.7 million.

      Benjamin Franklin Bank is a full-service, community-oriented financial institution offering products and services to individuals, families and businesses through nine offices located in Norfolk, Middlesex and Worcester counties in Massachusetts. Benjamin Franklin Bank was originally organized as a Massachusetts state-charted mutual savings bank in 1871. In 1996, it became a Massachusetts-chartered savings bank in stock form upon the formation of Benjamin Franklin Bancorp as its mutual holding company.

      Benjamin Franklin Bank’s business consists primarily of making loans to its customers, including residential mortgages, commercial real estate loans, construction loans, commercial business loans and consumer loans, and investing in a variety of investment and mortgage-backed securities. Benjamin Franklin Bank funds these lending and investment activities with deposits from the general public, funds generated from operations and selected borrowings.

      The Company’s principal website is www.benfranklinbank.com. Annual, quarterly and current reports, and amendments to those reports, are available free of charge on www.benfranklinbank.com, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission. Reports of beneficial ownership of the Company’s common stock, and changes in that ownership, by directors and officers on Forms 3, 4 and 5 are also available free of charge on our website. The information on the website is not incorporated by reference in this annual report on Form 10-K or in any other report, schedule, notice or registration statement filed with or submitted to the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically at www.sec.gov. You may also read and copy the materials filed with the SEC at the SEC’s Public Reference Room at 450 Fifth Street, NW., Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

Stock Conversion and Merger

      The Company completed its mutual-to-stock conversion and related stock offering with the issuance of 5,977,419 shares (including 400,000 shares contributed to the Benjamin Franklin Bank Charitable Foundation) on April 4, 2005. An additional 2,511,479 shares were issued in connection with the acquisition of Chart Bank, which was consummated immediately following the stock conversion. The cash portion of the consideration paid to Chart Bank shareholders and option holders totaled $21,534,960. The Company’s stock began trading on April 5, 2005, on the Nasdaq National Market, under the symbol “BFBC”.

      In connection with the stock conversion, the Company established the Benjamin Franklin Bank Charitable Foundation (the “Foundation”), funded with a contribution of 400,000 shares of newly-issued Benjamin Franklin Bancorp common stock. This contribution resulted in the recognition of expense in the second quarter of 2005 equal to the $10 offering price for each of the shares contributed, net of tax benefits. The effect of this transaction on the Company’s results for the second quarter was $2.6 million

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($4.0 million expense, net of $1.4 million in tax benefits). The Foundation provides funding to support charitable causes and community development activities in the communities served by the Company.

Market Area and Competition

      The Company offers a variety of financial products and services designed to meet the needs of the communities it serves. Benjamin Franklin Bank’s primary deposit-gathering area is concentrated west and southwest of Boston in the communities in which its nine banking offices are located — specifically in the towns of Franklin, Foxboro, Bellingham, Milford, Medfield, Waltham and Newton — and in contiguous communities in Norfolk, Middlesex and Worcester Counties. The Company’s lending area is broader than its deposit-gathering area and includes all of Massachusetts and northern Rhode Island, although most of the Company’s loans are made to customers located in its primary deposit-gathering market area.

      The Company is headquartered in Franklin, Massachusetts, located 41 miles southwest of Boston. Five of the Benjamin Franklin Bank offices are located in Norfolk County, one office is located just across the county border in the town of Milford, in Worcester County, and three offices acquired in the Chart Bank acquisition are located in Middlesex County. The counties in which Benjamin Franklin Bank currently operates include a mixture of rural, suburban and urban markets. The economies of these areas were historically based on manufacturing, but similar to many areas of the country, have now evolved into more service-oriented economies with employment in most large economic sectors including wholesale/retail trade, service, manufacturing, finance, real estate and government. A large portion of Norfolk and Middlesex County residents work in other nearby areas, including the City of Boston and the greater Boston area. There is also significant employment located along the I-495 and I-95 corridors, which run directly through Benjamin Franklin Bank’s market areas in Norfolk and Middlesex counties, respectively. Certain key economic statistics for the counties in which the Bank operates are:

	Per
	Capita		Median Household		Unemployment
	Income(1)		Income(2)		Rate(3)
Norfolk County	$	48,238	$	82,600		3.8	%
Middlesex County		47,451		80,400		3.7	%
Worcester County		33,479		58,400		4.6	%
Massachusetts		39,504		74,400		4.4	%
United States		31,472		58,000		4.7	%

(1)	Bureau of Economic Analysis, as of June 2005.
(2)	Housing and Urban Development, as of March 2005.
(3)	FDIC website, as of December 2005.

      Economic growth in Massachusetts slowed in 2005 when compared to 2004, and current forecasts call for slow economic growth in 2006 and beyond.(1) Forecasted rates of growth in employment range from .7 - .9% over the next several years.(2) Real state gross product is estimated to grow at an annual rate of 2.8% through 2009.(3) The Massachusetts housing market, after experiencing a significant increase in values over the past six years, has slowed in the late 2005 and early 2006, as evidenced by recent large increases in unsold inventory of single family homes. A recent forecast by the New England Economic Partnership projects a slight decline in housing prices (less than 3 percent) in the second half of 2006 before a recovery in early 2007.

      The Company faces substantial competition in its efforts to originate loans and attract deposits and other fee-based business. Competition for the origination of real estate and other loans comes from other

      (1) Source: New England Economic Partnership (“NEEP”) and Massachusetts Taxpayers Foundation.

      (2) Source: NEEP and Massachusetts Taxpayers Foundation.

      (3) Source: NEEP.

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thrift institutions, commercial banks, insurance companies, finance companies, other institutional lenders and mortgage companies. Savings banks, credit unions, savings and loan associations and commercial banks operating in the Company’s primary market area have historically provided most of its competition for deposits. Many of these financial institutions are significantly larger and have greater financial resources than Benjamin Franklin Bank.

Lending Activities

      General. Benjamin Franklin Bank’s gross loan portfolio aggregated $610.8 million at December 31, 2005, representing 70.3% of total assets at that date. In its lending activities, Benjamin Franklin Bank originates residential real estate loans secured by one-to-four-family residences, commercial real estate loans, residential and commercial construction loans, commercial loans, home equity lines-of-credit, fixed rate home equity loans, and other personal consumer loans. While Benjamin Franklin Bank makes loans throughout Massachusetts and northern Rhode Island, most of its lending activities are concentrated in its market area. Loans originated totaled $214.1 million in 2005 and $207.6 million in 2004. Residential mortgage loans sold in the secondary market, on a servicing-retained basis, totaled $23.2 million and $31.2 million during those same periods, respectively.

      Loans originated by Benjamin Franklin Bank are subject to federal and state laws and regulations. Interest rates charged by Benjamin Franklin Bank on its loans are influenced by the demand for such loans, the amount and cost of funding available for lending purposes, current asset/liability management objectives and the interest rates offered by competitors.

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      The following table summarizes the composition of Benjamin Franklin Bank’s loan portfolio as of the dates indicated:

			At December 31,
			2005					2004					2003					2002					2001
			Amount			Percent		Amount			Percent		Amount			Percent		Amount			Percent		Amount			Percent
			(Dollars in thousands)
Mortgage loans on real estate:
	Residential		$	286,204			46.95%	$	241,090			62.56%	$	172,123			59.22%	$	165,007			62.58%	$	172,959			66.99%
	Commercial			209,009			34.29%		85,911			22.29%		68,652			23.62%		51,357			19.48%		45,532			17.64%
	Construction			60,399			9.91%		28,651			7.43%		23,936			8.23%		21,082			8.00%		19,106			7.40%
	Home equity			32,419			5.32%		23,199			6.02%		18,171			6.25%		16,507			6.26%		11,161			4.32%
				588,031			96.46%		378,851			98.30%		282,882			97.32%		253,953			96.32%		248,758			96.35%
Other loans:
	Commercial			19,162			3.14%		4,375			1.14%		5,559			1.92%		6,552			2.48%		5,512			2.14%
	Consumer			2,395			0.39%		2,170			0.56%		2,219			0.76%		3,157			1.20%		3,899			1.51%
				21,557			3.54%		6,545			1.70%		7,778			2.68%		9,709			3.68%		9,411			3.65%
		Total loans		609,588			100.00%		385,396			100.00%		290,660			100.00%		263,662			100.00%		258,169			100.00%
Other items:
Deferred loan origination costs				1,214					1,149					725					583					574
Allowance for loan losses				(5,670	)				(3,172	)				(2,523	)				(2,312	)				(1,177	)
		Total loans, net	$	605,132				$	383,373				$	288,862				$	261,933				$	257,566

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      Residential Real Estate Loans. Benjamin Franklin Bank offers fixed-rate and adjustable-rate residential mortgage loans with maturities of up to 30 years and maximum loan amounts generally of up to $1.5 million. As of December 31, 2005, this portfolio totaled $286.2 million, or 46.9% of the total gross loan portfolio on that date, and had an average yield of 4.78%. Of the residential mortgage loans outstanding on that date, 66.9% were adjustable-rate loans with an average yield of 4.48% and 33.1% were fixed-rate mortgage loans with an average yield of 5.35%. Residential mortgage loans originations totaled $61.1 million and $116.9 million for 2005 and 2004, respectively.

      The Bank offers fixed rate 15 and 30 year monthly payment residential mortgage loans, as well as fixed-rate bi-weekly payment residential mortgage loans with maturities generally ranging between 10 and 30 years. The decision to originate loans for portfolio or for sale in the secondary market is made by the Bank’s Asset/ Liability Management Committee, and is based on the organization’s interest rate risk profile. Current practice is to sell almost all newly originated fixed-rate 15 and 30 year monthly payment loans to Freddie Mac or Fannie Mae. Benjamin Franklin Bank continues to service loans sold to Freddie Mac and Fannie Mae and earns a fee equal to 0.25% of the loan amounts outstanding for providing these services. Generally, Benjamin Franklin retains in its portfolio bi-weekly loans with terms of 15 years or less and sells those with terms greater than 15 years in the secondary market, with servicing rights retained. The total of loans serviced for others as of December 31, 2005 is $122.4 million.

      At December 31, 2005, 15 and 30 year fixed rate monthly payment loans held in portfolio totaled $22.2 million, or 7.8% of total residential real estate mortgage loans at that date, and bi-weekly residential mortgage loans held in portfolio totaled $72.8 million, or 25.4% of total residential mortgage loans on that date.

      The adjustable-rate mortgage (ARM) loans offered by Benjamin Franklin Bank make up the largest portion of the residential mortgage loans held in portfolio. At December 31, 2005, ARM loans totaled $191.2 million or 66.9% of total residential loans outstanding at that date. ARMs are offered for terms of up to 30 years with initial interest rates that are fixed for 1, 3 or 5 years. After the initial fixed-rate period, the interest rates on the loans are reset based on the relevant U.S. Treasury CMT (Constant Maturity Treasury) Index plus add-on margins of varying amounts, for periods of 1, 3 or 5 years. Interest rate adjustments on such loans are typically limited to no more than 2.0% during any adjustment period and 6.0% over the life of the loan. This feature of ARM loans that allows for periodic adjustments in the interest rate charged helps to reduce Benjamin Franklin Bank’s exposure to changes in interest rates. However, ARM loans may possess an element of credit risk not inherent in fixed-rate mortgage loans, in that borrowers are potentially exposed to increases in debt service requirements over the life of the loan in the event market interest rates rise. Higher payments may increase the risk of default, though this risk has not had a material adverse effect on Benjamin Franklin Bank to date.

      In its residential mortgage loan originations, Benjamin Franklin Bank lends up to a maximum loan-to-value ratio of 95.0% on mortgage loans secured by owner-occupied property, with the condition that private mortgage insurance is required for loans with a loan-to-value ratio in excess of 80.0%. Title insurance, hazard insurance and, if appropriate, flood insurance are required for all properties securing real estate loans made by the Bank. A licensed appraiser appraises all properties securing residential first mortgage loans.

      In an effort to provide financing for low and moderate-income first-time home buyers, Benjamin Franklin Bank originates and services residential mortgage loans with private mortgage insurance provided by the Mortgage Insurance Fund (MIF) of the Massachusetts Housing Finance Agency, or MassHousing. The program provides mortgage payment protection as an enhancement to mortgage insurance coverage. This no-cost benefit, known as ‘MI Plus’, provides up to six monthly principal and interest payments in the event of a borrower’s job loss.

      Commercial Real Estate Loans. Benjamin Franklin Bank originated $81.8 million and $26.2 million of commercial real estate loans in 2005 and 2004, respectively, and had $209.0 million of commercial real estate loans, with an average yield of 6.38%, in its portfolio as of December 31, 2005. Benjamin Franklin Bank has placed increasing emphasis on commercial real estate lending over the past several years, and as

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a result of such increased emphasis and the Chart Bank merger, such loans have grown from 15.6% of the total loan portfolio at December 31, 2000 to 34.3% as of December 31, 2005. Benjamin Franklin Bank intends to further grow this segment of its loan portfolio, both in absolute terms and as a percentage of its total loan portfolio.

      Benjamin Franklin Bank generally originates commercial real estate loans for terms of up to 25 years, typically with interest rates that adjust over periods of one to seven years based on various rate indices. Commercial real estate loans are generally secured by multi-family income properties, small office buildings, retail facilities, warehouses, industrial properties and owner-occupied properties used for business. Generally, commercial real estate loans do not exceed 80.0% of the appraised value of the underlying collateral.

      In its evaluation of a commercial real estate loan application, Benjamin Franklin Bank considers the net operating income of the borrower’s business, the borrower’s expertise, credit history, and the profitability and value of the underlying property. In addition, for loans secured by rental properties, Benjamin Franklin Bank will also consider the terms of the leases and the quality of the tenants. Benjamin Franklin Bank generally requires that the properties securing these loans have debt service coverage ratios (the ratio of cash flow before debt service to debt service) of at least 1.20x. Benjamin Franklin Bank generally requires the borrowers seeking commercial real estate loans to personally guarantee those loans.

      Commercial real estate loans generally have larger balances and involve a greater degree of risk than residential mortgage loans. Loan repayment is often dependent on the successful operation and management of the properties, as well as on the collateral value of the commercial real estate securing the loan. Economic events and changes in government regulations could have an adverse impact on the cash flows generated by properties securing Benjamin Franklin Bank’s commercial real estate loans and on the value of such properties. See “Risk Factors — Our Commercial Real Estate, Construction and Commercial Business Loans May Expose Us To Increased Credit Risks.”

      Construction Loans. Benjamin Franklin Bank originates land acquisition, development and construction loans to builders and developers, as well as loans to individuals to finance the construction of residential dwellings for personal use. Benjamin Franklin Bank originated $49.4 million and $43.7 million in construction loans during 2005 and 2004, respectively, and as of December 31, 2005 had $60.4 million in construction loans in its portfolio, representing 9.9% of such portfolio, with an average yield of 7.47%. The unadvanced portion of construction loans totaled $24.4 million at December 31, 2005.

      Acquisition loans help finance the purchase of land intended for further development, including single family houses and condominiums, multi-family houses and commercial income property. In some cases, Benjamin Franklin Bank makes an acquisition loan before the borrower has received approval to develop the land as planned. In general, the maximum loan-to-value ratio for a land acquisition loan is 75.0% of the lower of the cost or appraised value of the property. Benjamin Franklin Bank also makes development loans to builders in its market area to finance improvements to real estate, consisting mostly of single-family subdivisions, typically to finance the cost of utilities, roads, waste treatment facilities and other costs. Builders typically rely on the sale of single-family homes to repay development loans, although in some cases the improved building lots may be sold to another builder. The maximum amount loaned is generally limited to the cost of the improvements, not to exceed 80.0% of the appraised value, as completed. Advances are made in accordance with a schedule reflecting the cost of the improvements.

      Benjamin Franklin Bank also grants construction loans to area builders, often in conjunction with the development loans. In the case of residential subdivisions, these loans finance the cost of completing homes on the improved property. Advances on construction loans are made in accordance with a schedule reflecting the cost of construction. The maximum amount of the loan is generally limited to the lower of 80.0% of the appraised value of the property, as completed, or the property’s cost of construction. For construction loans on residential units being constructed without a pre-sale agreement, the loan amount is generally limited to 75.0% of the appraised value of the property, as completed. Repayment of construction loans on residential subdivisions is normally expected from the sale of units to individual purchasers. In the case of income-producing property, repayment is usually expected from permanent financing upon

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completion of construction. Benjamin Franklin Bank commits to provide the permanent mortgage financing on most of its construction loans on income-producing property.

      For owner-occupied, one-to-four family properties, Benjamin Franklin Bank will lend up to 95.0% of the lesser of appraised value upon completion of construction or the cost of construction, provided that private mortgage insurance coverage is obtained for any loan with a loan-to-value or loan-to-cost in excess of 80.0%.

      Land acquisition, development and construction lending exposes Benjamin Franklin Bank to greater credit risk than residential mortgage lending to owner occupants. The repayment of these loans depends on the sale of the property to third parties or the availability of permanent financing upon completion of all improvements, and on the business and financial condition of the borrowers. In the event Benjamin Franklin Bank makes an acquisition loan on property that is not yet approved for the planned development, there is the risk that approvals will not be granted or will be delayed. Development and construction loans also expose Benjamin Franklin Bank to the risk that improvements will not be completed on time in accordance with specifications and projected costs. In addition, the ultimate sale or rental of the property may not occur as anticipated. These events, as well as economic events and changes in government regulations could have an adverse impact on the value of properties securing construction loans and on the borrowers’ ability to repay. See “Risk Factors — Our Commercial Real Estate, Construction and Commercial Business Loans May Expose Us To Increased Credit Risks.”

      Home Equity Lines-of-Credit and Loans. Benjamin Franklin Bank offers home equity lines-of-credit and home equity term loans. Benjamin Franklin Bank originated $18.0 million and $15.9 million of home equity lines-of-credit and loans during 2005 and 2004, respectively, and at December 31, 2005 had $32.4 million of home equity lines-of-credit and loans outstanding, representing 5.3% of the loan portfolio, with an average yield of 6.85% at that date.

      Home equity lines-of-credit and loans are secured by second mortgages on one-to-four family owner occupied properties, and are made in amounts such that the combined first and second mortgage balances do not exceed 80.0% of the value of the property serving as collateral. The lines-of-credit are available to be drawn upon for 10 years, at the end of which time they become term loans amortized over 10 years. Interest rates on home equity lines normally adjust based on Benjamin Franklin Bank’s prime rate of interest. The undrawn portion of home equity lines-of-credit totaled $39.9 million at December 31, 2005.

      Commercial Business Loans. Benjamin Franklin Bank originates secured and unsecured commercial business loans, including commercial lines of credit, to business customers in its market area for the purpose of financing equipment purchases, working capital, expansion and other general business purposes. Benjamin Franklin Bank originated $11.7 million and $3.3 million in commercial business loans during 2005 and 2004, respectively, and as of December 31, 2005 had $19.2 million in commercial business loans in its portfolio, representing 3.1% of such portfolio, with an average yield of 7.86%. Benjamin Franklin Bank intends to continue growing this segment of its lending business in the future.

      Benjamin Franklin Bank’s commercial business loans are generally collateralized by equipment, accounts receivable and inventory, and are typically supported by personal guarantees. Benjamin Franklin Bank offers both term and revolving commercial loans. The former have either fixed or adjustable-rates of interest and generally fully amortize over a term of between three and seven years. Revolving loans are written for a one year term, renewable annually, with floating interest rates that are indexed to Benjamin Franklin Bank’s prime rate of interest.

      When making commercial business loans, Benjamin Franklin Bank considers the financial statements of the borrower, the borrower’s payment history with respect to both corporate and personal debt, the debt service capabilities of the borrower, the projected cash flows of the business, the viability of the industry in which the borrower operates, the strength of personal guarantees, the value of any other guarantees (such as those provided by the SBA) and the value of the collateral. Benjamin Franklin Bank’s commercial business loans are not concentrated in any one industry.

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      Commercial business loans generally bear higher interest rates than residential mortgage loans of like duration because they involve a higher risk of default since their repayment is generally dependent on the successful operation of the borrower’s business and the sufficiency of collateral, if any. Because commercial business loans often depend on the successful operation or management of the business, repayment of such loans may be affected by adverse changes in the economy. Further, collateral securing such loans may depreciate in value over time, may be difficult to appraise and to liquidate, and may fluctuate in value. See “Risk Factors — Our Commercial Real Estate, Construction and Commercial Business Loans May Expose Us To Increased Credit Risks.”

      Consumer and Other Loans. Benjamin Franklin Bank offers a variety of consumer and other loans, including auto loans and loans secured by passbook savings or certificate accounts. Benjamin Franklin Bank originated $2.0 million and $1.7 million of consumer and other loans during 2005 and 2004, respectively, and at December 31, 2005 had $2.4 million of consumer and other loans outstanding, representing 0.4% of the loan portfolio at that date, with an average yield of 8.04%.

      Loan Origination and Underwriting. Loan originations come from a variety of sources. The primary source of originations are our salaried and commissioned loan personnel, and to a lesser extent, local mortgage brokers, advertising and referrals from customers. From time to time Benjamin Franklin Bank purchases adjustable-rate residential mortgages from mortgage correspondents in the greater Boston area with whom the Bank has established relationships. Benjamin Franklin Bank also occasionally purchases participation interests in commercial real estate loans from banks located in the Boston area. Benjamin Franklin Bank underwrites such residential and commercial purchased loans using its own underwriting criteria.

      Benjamin Franklin Bank issues loan commitments to prospective borrowers conditioned on the occurrence of certain events. Commitments are made in writing on specified terms and conditions and are generally honored for up to 60 days from approval. At December 31, 2005, Benjamin Franklin Bank had loan commitments and unadvanced loans and lines-of-credit totaling $118.2 million. For information about Benjamin Franklin Bank’s loan commitments outstanding as of December 31, 2005, see Item 7A — “Quantitative and Qualitative Disclosures About Market Risk — Liquidity Risk Management.”

      Benjamin Franklin Bank charges origination fees, or points, and collects fees to cover the costs of appraisals and credit reports on most residential mortgage loans originated. Benjamin Franklin Bank also collects late charges on real estate loans, and origination fees and prepayment penalties on commercial mortgage loans. For information regarding Benjamin Franklin Bank’s recognition of loan fees and costs, please refer to Note 1 to the Consolidated Financial Statements of Benjamin Franklin Bancorp beginning on page F-7.

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      The following table sets forth certain information concerning Benjamin Franklin Bank’s portfolio loan originations, inclusive of loan purchases:

				For the Years Ended December 31,
				2005		2004		2003		2002		2001
				(Dollars in thousands)
Loans at beginning of year				$	385,396	$	290,660	$	263,662	$	258,169	$	284,637
Originations:
	Mortgage loans on real estate:
		Residential			61,132		116,866		183,263		151,241		94,461
		Commercial			81,759		26,167		27,105		23,383		9,371
		Construction			49,376		43,661		16,176		22,524		32,301
		Home equity			17,990		15,947		17,115		14,509		9,104
					210,257		202,642		243,659		211,657		145,237
	Other loans:
		Commercial			11,682		3,338		1,584		1,310		1,933
		Consumer			1,993		1,659		1,625		1,953		3,502
					13,675		4,996		3,209		3,263		5,435
			Total loans originated		223,932		207,638		246,869		214,920		150,672
Loans acquired through acquisition of Chart Bank					185,847		—		—		—		—
Purchases of mortgage loans					—		34,207		26,546		1,298		853
Deduct:
Principal loan repayments and prepayments					162,348		115,907		149,623		140,554		114,717
	Loan sales				23,160		31,185		96,256		69,752		63,244
	Charge-offs				79		17		537		419		32
			Total deductions		185,587		147,109		246,416		210,725		177,993
Net increase (decrease) in loans					224,192		94,736		26,998		5,493		(26,468	)
Loans at end of year				$	609,588	$	385,396	$	290,660	$	263,662	$	258,169

      Residential mortgage loans are underwritten by the Bank’s staff of residential loan underwriters. Conforming loans sold to Freddie Mac or Fannie Mae require the approval of the Senior Underwriter. Residential mortgage loans of less than $1,000,000 to be held in portfolio require the approval of the Senior Residential Loan Officer. Residential mortgage loans of $1,000,000 or more but less than $1.5 million require the approval of the management Credit Committee. Residential mortgage loans $1.5 million or greater require the approval of the Executive Committee of the Board of Directors (the “Board”).

      Commercial real estate and commercial business loans are underwritten by commercial credit analysts. For commercial real estate loans, loan officers may approve loans up to $100,000, while loans up to $500,000 may be approved by the Senior Loan Officer. Commercial real estate loans of up to $1,500,000 may be approved by the management Credit Committee. For commercial business loans, individual loan officer authority is limited to $65,000 ($25,000 for unsecured loans). The Senior Loan Officer may approve commercial loans of up to $350,000 ($50,000 if unsecured), while the management Credit Committee may approve loans of up to $500,000 ($100,000 if unsecured). Loans over these limits require the approval of the Executive Committee of the Board.

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      Consumer loans are underwritten by consumer loan underwriters. Loan officers and Branch Managers have approval authorities ranging from $25,000 to $35,000 ($3,500 to $10,000 if unsecured) for these loans. The Senior Residential Loan Officer may approve consumer loans of up to $300,000 ($25,000 if unsecured) while the management Credit Committee may approve loans of up to $750,000 ($50,000 if unsecured). All consumer loans in excess of these limits require the approval of the Executive Committee of the Board.

      Pursuant to its loan policy, Benjamin Franklin Bank generally will not make loans aggregating more than $10.0 million to one borrower (or related entity). Exceptions to this limit require the approval of the Executive Committee of the Board prior to loan origination. As of December 31, 2005, Benjamin Franklin Bank had no borrower relationships in excess of this policy guideline. Benjamin Franklin Bank’s internal lending limit is lower than the Massachusetts legal lending limit, which is 20.0% of a bank’s surplus and capital stock accounts, or $18.3 million for Benjamin Franklin Bank as of December 31, 2005.

      Benjamin Franklin Bank has established a risk rating system for its commercial real estate, construction and commercial loans. This system evaluates a number of factors useful in indicating the risk of default and risk of loss associated with a loan. These ratings are performed by commercial credit analysts who do not have responsibility for loan originations. See “— Asset Quality — Classification of Assets and Loan Review.”

      Loan Maturity. The following table summarizes the scheduled repayments of Benjamin Franklin Bank’s loan portfolio at December 31, 2005. Demand loans, loans having no stated repayment schedule, and overdraft loans are reported as being due in one year or less:

		Residential Mortgage					Commercial Mortgage					Construction
				Weighted					Weighted					Weighted
				Average					Average					Average
		Amount		Rate			Amount		Rate			Amount		Rate
							(Dollars in thousands)
Due less than one year		$	10,882		5.25	%	$	17,519		7.02	%	$	46,613		7.43	%
Due after one year to five years			49,108		4.95	%		55,636		6.55	%		9,996		7.88	%
Due after five years			226,214		4.72	%		135,854		6.23	%		3,790		6.88	%
	Total	$	286,204		4.78	%	$	209,009		6.38	%	$	60,399		7.47	%

		Commercial					Consumer					Total
				Weighted					Weighted					Weighted
				Average					Average					Average
		Amount		Rate			Amount		Rate			Amount		Rate
							(Dollars in thousands)
Due less than one year		$	12,600		8.08	%	$	10,245		7.27	%	$	97,859		7.18	%
Due after one year to five years			4,568		7.25	%		2,420		6.42	%		121,728		6.04	%
Due after five years			1,994		7.82	%		22,149		6.80	%		390,001		5.40	%
	Total	$	19,162		7.86	%	$	34,814		6.91	%	$	609,588		5.81	%

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      The following table sets forth, at December 31, 2005, the dollar amount of total loans, net of unadvanced funds on loans, contractually due after December 31, 2006 and whether such loans have fixed interest rates or adjustable interest rates.

		Fixed		Adjustable		Total
		(Dollars in thousands)
Residential mortgage		$	88,164	$	187,158	$	275,322
Commercial mortgage			22,894		168,597		191,491
Construction			965		12,821		13,786
Commercial			3,217		3,344		6,561
Home equity, consumer and other			5,171		19,398		24,569
	Total Loans	$	120,412	$	391,318	$	511,729

Asset Quality

      General. One of Benjamin Franklin Bank’s most important operating objectives is to maintain a high level of asset quality. Management uses a number of strategies in furtherance of this goal including maintaining sound credit standards in loan originations, monitoring the loan portfolio through internal and third-party loan reviews, and employing active collection and workout processes for delinquent or problem loans.

      Delinquent Loans. Management performs a monthly review of all delinquent loans. The actions taken with respect to delinquencies vary depending upon the nature of the delinquent loans and the period of delinquency. Generally, the Bank’s requirement is that a delinquency notice be mailed no later than the 10th or 16th day, depending on loan type, after the payment due date. A late charge is normally assessed on loans where the scheduled payment remains unpaid after a 10 or 15 day grace period. After mailing delinquency notices Benjamin Franklin Bank’s loan collection personnel call the borrower to ascertain the reasons for delinquency and the prospects for repayment. On loans secured by one-to-four family owner-occupied property, Benjamin Franklin Bank initially attempts to work out a payment schedule with the borrower in order to avoid foreclosure. Any such loan restructurings must be approved by the level of officer authority required for a new loan of that amount. If these actions do not result in a satisfactory resolution, Benjamin Franklin Bank refers the loan to legal counsel and counsel initiates foreclosure proceedings. For commercial real estate, construction and commercial loans, collection procedures may vary depending on individual circumstances.

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      The following table sets forth delinquencies, including loans that are both delinquent and on non-accrual status, in Benjamin Franklin Bank’s loan portfolio as of the dates indicated:

			Loans Delinquent for
			60-89 Days				90 Days and Over				Total
			Number		Amount		Number		Amount		Number		Amount
			(Dollars in thousands)
At December 31, 2005
	Residential mortgage			2	$	157		—	$	—		2	$	157
	Commercial mortgage			—		—		—		—		—		—
	Construction			—		—		—		—		—		—
	Commercial			1		11		1		40		2		51
	Consumer			10		169		4		27		14		196
		Total		13	$	337		5	$	67		18	$	404
At December 31, 2004
	Residential mortgage			2	$	163		—	$	—		2	$	163
	Commercial mortgage			—		—		—		—		—		—
	Construction			—		—		—		—		—		—
	Commercial			1		32		—		—		1		32
	Consumer			2		1		4		3		6		4
		Total		5	$	196		4	$	3		9	$	199
At December 31, 2003
	Residential mortgage			5	$	538		—	$	—		5	$	538
	Commercial mortgage			—		—		—		—		—		—
	Construction			—		—		—		—		—		—
	Commercial			1		160		—		—		1		160
	Consumer			12		12		8		5		20		17
		Total		18	$	710		8	$	5		26	$	715

      Other Real Estate Owned. Benjamin Franklin Bank classifies property acquired through foreclosure or acceptance of a deed in lieu of foreclosure as other real estate owned (“OREO”) in its financial statements. When property is placed into OREO, it is recorded at the lower of the carrying value or the fair value less estimated costs to sell at the date of foreclosure or acceptance of deed in lieu of foreclosure. At the time of transfer to OREO, any excess of carrying value over fair value is charged to the allowance for loan losses. Management inspects all OREO property periodically. Holding costs and declines in fair value result in charges to expense after the property is acquired. At December 31, 2005, Benjamin Franklin Bank had no property classified as OREO.

      Classification of Assets and Loan Review. Benjamin Franklin Bank uses an internal rating system to monitor and evaluate the credit risk inherent in its loan portfolio, both at the time of loan origination and on an ongoing basis. At the time a loan is approved, all commercial real estate, construction and commercial business loans are assigned a risk rating based on all of the factors considered in originating the loan. The initial risk rating is recommended by the credit analyst charged with underwriting the loan, and subsequently approved by the relevant loan approval authority. With the exception of commercial borrowing relationships of less than $100,000, current financial information is sought for all commercial real estate, construction and commercial borrowing relationships, and is evaluated on at least an annual basis to determine whether the risk rating classification is appropriate.

      In Benjamin Franklin Bank’s loan rating system, there are three classifications for problem assets: Substandard, Doubtful and Loss. An asset is considered Substandard if it is inadequately protected by the

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current net worth and paying capacity of the borrower or of the collateral pledged, if any. Substandard assets are characterized by the distinct possibility that Benjamin Franklin Bank will sustain some loss if the deficiencies are not corrected. Doubtful assets have the weaknesses of Substandard assets with the additional characteristic that the weaknesses make collection or liquidation in full questionable, on the basis of currently existing facts, and there is a high possibility of loss. Assets classified Loss are considered uncollectible and of such little value that continuance as an asset of Benjamin Franklin Bank is not warranted. Assets that possess some weaknesses, but that do not expose Benjamin Franklin Bank to risk sufficient to warrant classification in one of the aforementioned categories, are designated as Special Mention. If an asset or portion thereof is classified as Loss, it is charged off in the quarter in which it is so classified. For assets designated as Special Mention, Substandard or Doubtful, Benjamin Franklin Bank establishes reserves in amounts management deems appropriate within the allowance for loan losses. This determination as to the classification of assets and the amount of the loss allowances established are subject to review by regulatory agencies, which can order the establishment of additional loss allowances. See “— Asset Quality — Allowance for Loan Losses” and “Management’s Discussion and Analysis — Critical Accounting Policies — Allowance for Loan Losses.”

      Benjamin Franklin Bank engages an independent third party to conduct a semi-annual review of its commercial real estate, construction and commercial loan portfolios. These loan reviews, which typically include a 70.0% penetration of the various commercial portfolios, provide a credit evaluation of individual loans to determine whether the risk ratings assigned are appropriate. In addition, independent loan reviews are performed on a quarterly basis for the residential mortgage portfolio, based on a sampling of newly originated loans during the period. Independent loan review findings are presented directly to the Executive Committee of the Board of Directors.

      At December 31, 2005, loans classified Substandard totaled $332,000, consisting entirely of commercial business loans. Special Mention loans totaled $4.4 million, consisting of $4.3 million in commercial real estate loans and $0.1 million in residential mortgage loans. No loans were classified as Doubtful or Loss at December 31, 2005.

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      Non-Performing Assets. The table below sets forth the amounts and categories of non-performing assets at the dates indicated. At each date presented, the Company had no troubled debt restructurings (loans for which a portion of interest or principal has been forgiven and loans modified at interest rates materially less than current market rates).

			At December 31,
			2005			2004			2003			2002			2001
			(Dollars in thousands)
Non-accrual loans:
	Residential mortgage		$	184		$	—		$	—		$	—		$	—
	Commercial mortgage			—			—			—			—			—
	Construction			—			—			—			—			—
	Commercial			256			334			458			—			157
	Consumer and other			25			—			—			—			—
		Total non-performing loans	$	465		$	334		$	458		$	—		$	157
Loans greater than 90 days delinquent and still accruing:
	Residential mortgage		$	—		$	—		$	—		$	—		$	—
	Commercial mortgage			—			—			—			—			—
	Construction			—			—			—			—			—
	Commercial			—			—			—			—			—
	Consumer and other			2			3			5			2			—
		Total loans 90 days and still accruing	$	2		$	3		$	5		$	2		$	—
Total non-performing assets			$	467		$	337		$	463		$	2		$	157
Ratios:
	Non-performing loans to total loans			0.08	%		0.09	%		0.16	%		0.00	%		0.06	%
	Non-performing assets to total assets			0.05	%		0.07	%		0.10	%		0.00	%		0.04	%

      Loans are placed on non-accrual status either when reasonable doubt exists as to the full timely collection of interest and principal, or when a loan becomes 90 days past due, unless an evaluation by the management Credit Committee clearly indicates that the loan is well-secured and in the process of collection. Restructured loans represent performing loans for which concessions were granted due to a borrower’s financial condition. Such concessions may include reductions of interest rates to below-market terms and/or extension of repayment terms.

      Allowance for Loan Losses. In originating loans, Benjamin Franklin Bank recognizes that losses will be experienced on loans and that the risk of loss will vary with many factors, including the type of loan being made, the creditworthiness of the borrower over the term of the loan, general economic conditions and, in the case of a secured loan, the quality of the security for the loan over the term of the loan. Benjamin Franklin Bank maintains an allowance for loan losses to absorb losses inherent in the loan portfolio, and as such, this allowance represents management’s best estimate of the probable known and inherent credit losses in the loan portfolio as of the date of the financial statements.

      The allowance for loan losses is evaluated on a regular basis by management and is based upon management’s periodic review of the collectibility of the loans in light of historical experience, portfolio volume and mix, geographic and large borrower concentrations, estimated credit losses based on internal and external portfolio reviews, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.

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      The allowance consists of specific, general and unallocated components. The specific component relates to loans that are classified as either doubtful, substandard or special mention. See “— Asset Quality — Classification of Assets and Loan Review.” The general component covers non-classified loans and is based on historical loss experience adjusted for qualitative factors. An unallocated component is maintained to cover uncertainties that could affect management’s estimate of probable losses. The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the portfolio.

      A loan is considered impaired when, based on current information and events, it is probable that Benjamin Franklin Bank will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Impairment is measured on a loan by loan basis for commercial loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate or the fair value of the collateral if the loan is collateral dependent. Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, Benjamin Franklin Bank does not separately identify individual consumer and residential loans for impairment disclosures. At December 31, 2005, impaired loans totaled $264,000 and in the aggregate carried a valuation allowance within the allowance for loan losses of $140,000.

      While Benjamin Franklin Bank believes that it has established adequate specific and general allowances for losses on loans, adjustments to the allowance may be necessary if future conditions differ substantially from the information used in making the evaluations. In addition, as an integral part of their examination process, Benjamin Franklin Bank’s regulators periodically review the allowance for loan losses. These regulatory agencies may require the Bank to recognize additions to the allowance based on their judgments of information available to them at the time of their examination, thereby negatively affecting Benjamin Franklin Bank’s financial condition and earnings.

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      The following table sets forth activity in Benjamin Franklin Bank’s allowance for loan losses for the periods indicated:

			At or For the Years Ended December 31,
			2005			2004			2003			2002			2001
			(Dollars in thousands)
Balance at beginning of year			$	3,172		$	2,523		$	2,312		$	1,177		$	1,068
Allowance added from acquisition of Chart Bank				1,812			—			—			—			—
Charge-offs:
Mortgage loans on real estate				—			—			—			—			—
				—			—			—			—			—
Other loans:
	Commercial			(68	)		—			(43	)		(389	)		(10	)
	Consumer			(11	)		(17	)		(494	)		(30	)		(22	)
		Total other loans		(79	)		(17	)		(537	)		(419	)		(32	)
	Total charge-offs			(79	)		(17	)		(537	)		(419	)		(32	)
Recoveries:
Mortgage loans on real estate				—			—			—			—			20
				—			—			—			—			20
Other loans:
	Commercial			71			35			100			132			55
	Consumer			8			11			23			10			15
		Total other loans		79			46			123			142			70
	Total recoveries			79			46			123			142			90
Net (charge-offs)/ recoveries				—			29			(414	)		(277	)		58
Provision for loan losses				686			620			625			1,412			51
Balance at end of year			$	5,670		$	3,172		$	2,523		$	2,312		$	1,177
Ratios:
Net (charge-offs)/recoveries to average loans outstanding				0.00	%		0.01	%		(0.15	)%		(0.11	)%		0.02	%
Allowance for loan losses to non- performing loans at end of year				1214.13	%		940.56	%		544.82	%		115600.00	%		749.45	%
Allowance for loan losses to total loans at end of year(1)				0.93	%		0.82	%		0.87	%		0.88	%		0.46	%

(1)  The increase in the allowance for loan losses as a percentage of the loan portfolio as of December 31, 2005 compared to December 31, 2004 was primarily due to an increase in the proportion of commercial loans in the portfolio.

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      The following tables set forth Benjamin Franklin Bank’s percent of allowance by loan category and the percent of the loans to total loans in each of the categories listed at the dates indicated. The allowance for loan losses allocated to each category is not necessarily indicative of future losses in any particular category and does not restrict the use of the allowance to absorb losses in other categories:

			At December 31,
			2005						2004						2003
							Percent						Percent						Percent
							of Loans						of Loans						of Loans
					Loan		in Each				Loan		in Each				Loan		in Each
			Allowance		Balances		Category		Allowance		Balances		Category		Allowance		Balances		Category
			for Loan		by		to Total		for Loan		by		to Total		for Loan		by		to Total
			Losses		Category		Loans		Losses		Category		Loans		Losses		Category		Loans
			(Dollars in thousands)
Mortgage loans on real estate:
	Residential		$	727	$	286,204		46.95%	$	612	$	241,090		62.56%	$	485	$	172,123		59.22%
	Commercial			2,652		209,009		34.29%		1,295		85,911		22.29%		1,136		68,652		23.62%
	Construction			947		60,399		9.91%		505		28,651		7.43%		338		23,936		8.24%
	Home equity			270		32,419		5.32%		193		23,199		6.02%		108		18,171		6.25%
				4,596		588,031		96.46%		2,605		378,851		98.30%		2,067		282,882		97.32%
Other loans:
	Commercial			714		19,162		3.14%		325		4,375		1.14%		421		5,559		1.91%
	Consumer			50		2,395		0.39%		27		2,170		0.56%		27		2,219		0.76%
	Unallocated(1)			310		0		0.00%		215		0		0.00%		8		0		0.00%
				1,074		21,557		3.54%		567		6,545		1.70%		456		7,778		2.68%
		Total	$	5,670	$	609,588		100.00%	$	3,172	$	385,396		100.00%	$	2,523	$	290,660		100.00%

			At December 31,
			2002						2001
							Percent						Percent
							of Loans						of Loans
					Loan		in Each				Loan		in Each
			Allowance		Balances		Category		Allowance		Balances		Category
			for Loan		by		to Total		for Loan		by		to Total
			Losses		Category		Loans		Losses		Category		Loans
			(Dollars in thousands)
Mortgage loans on real estate:
	Residential		$	552	$	165,007		62.58%	$	433	$	172,959		66.99%
	Commercial			549		51,357		19.48%		236		45,532		17.64%
	Construction			422		21,082		8.00%		143		19,106		7.40%
	Home equity			82		16,507		6.50%		28		11,161		4.32%
				1,605		253,953		96.32%		840		248,758		96.35%
Other loans:
	Commercial			181		6,552		2.48%		90		5,512		2.14%
	Consumer			276		3,157		1.20%		30		3,899		1.51%
	Unallocated			250		0		0.00%		217		0		0.00%
				707		9,709		3.68%		337		9,411		3.65%
		Total	$	2,312	$	263,662		100.00%	$	1,177	$	258,169		100.00%

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(1)  The unallocated portion of the allowance for loan losses is intended to capture the exposure, if any, that may exist as a result of a number qualitative factors that are difficult to quantify with precision. The Company increased the unallocated portion of the allowance in 2004 and 2005, compared to 2003, based on management’s analysis of general business and economic conditions, the seasoning of the loan portfolio, the level of real estate values in Massachusetts, changes in the composition of the loan officer and support staff, and the allowance as a percentage of total loans.

Investment Activities

      General. Benjamin Franklin Bank’s investment policy is established by its Board of Directors. The Chief Executive Officer and Chief Financial Officer, as authorized by the Board, implement this policy based on the established guidelines within the written policy. The primary objective of the investment portfolio is to achieve a competitive rate of return without incurring undue interest rate and credit risk, to complement Benjamin Franklin Bank’s lending activities, to provide and maintain liquidity, and to assist in managing the interest rate sensitivity of its balance sheet. Individual investment decisions are made based on the safety of the investment, liquidity requirements, potential returns, cash flow targets, and consistency with Benjamin Franklin Bank’s asset/liability management objectives.

      SFAS No. 115 requires Benjamin Franklin Bank to designate its securities as held to maturity, available for sale or trading, depending on Benjamin Franklin Bank’s intent with regard to its investments at the time of purchase. At December 31, 2005, $125.0 million or 92.4% of the portfolio was classified as available for sale, and $0.1 million or 0.1% of the portfolio was classified as held to maturity. The remainder of the portfolio at December 31, 2005 consisted of restricted equity securities totaling $10.0 million, representing 7.5% of the portfolio at that date. At December 31, 2005, the net unrealized loss on securities classified as available for sale was $2.6 million. Benjamin Franklin Bank does not currently maintain a trading portfolio of securities.

      Government-sponsored Enterprise Obligations. At December 31, 2005, Benjamin Franklin Bank’s Government-sponsored enterprise securities portfolio (described in previous reports as U.S. Agency securities) totaled $86.1 million, or 63.8% of the total portfolio on that date.

      Corporate and Municipal Obligations. At December 31, 2005, Benjamin Franklin Bank’s portfolio of corporate and municipal obligations totaled $4.7 million, or 3.5% of the portfolio at that date. Benjamin Franklin Bank’s policy requires that investments in corporate and municipal obligations be restricted only to those obligations that are readily marketable and rated ‘A’ or better by a nationally recognized rating agency at the time of purchase. At December 31, 2005, all investments in corporate and municipal obligations were rated ‘A’ or better.

      Mortgage-Backed Securities. At December 31, 2005, Benjamin Franklin Bank’s portfolio of mortgage-backed securities totaled $34.1 million, or 25.2% of the portfolio on that date, and consisted of pass-through securities ($2.7 million) and collateralized mortgage obligations (“CMOs”) ($31.4 million) directly insured or guaranteed by Freddie Mac, Fannie Mae or the Government National Mortgage Association (Ginnie Mae). In its purchase of collateralized mortgage obligations, Benjamin Franklin Bank has targeted instruments in the three to five year weighted average life tranches, with expected average life extensions up to a maximum of seven years in a rising rate environment. The objective of this strategy has been to limit the potential interest rate risk due to extension of this portfolio in a rising rate environment. The Company’s portfolio of CMOs was purchased in 2003, at a time when short-term interest rates were approximately 250-300 basis points lower than current levels. Of the remaining CMO portfolio, $19.2 million are subject to significant duration extension risk if market interest rates rise by more than 300 basis points. Management considers this risk to be acceptable given the size of this portfolio relative to the total earning assets of the Company.

      Restricted Equity Securities. At December 31, 2005, Benjamin Franklin Bank’s portfolio of restricted equity securities totaled $10.0 million or 7.4% of the portfolio at that date. These securities consisted primarily of stock in the Federal Home Loan Bank of Boston ($7.5 million) which must be held as a

19

condition of membership in the Federal Home Loan Bank System and as a condition to Benjamin Franklin Bank’s borrowing under the Federal Home Loan Bank of Boston advance program. The remainder ($2.5 million) consisted of certain other equity investments in Savings Bank Life Insurance (“SBLI”), the Community Investment Fund and the Depositors Insurance Fund (“DIF”).

      The following table sets forth certain information regarding the amortized cost and market values of Benjamin Franklin Bank’s securities at the dates indicated:

			At December 31,
			2005				2004				2003
			Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value
			(Dollars in thousands)
Securities available for sale:
	Government-sponsored enterprise obligations		$	86,141	$	85,494	$	33,607	$	33,306	$	30,272	$	30,347
	State agency and municipal obligations			2,211		2,191		—		—		—		—
				88,352		87,685		33,607		33,306		30,272		30,347
	Corporate bonds and other obligations			2,508		2,500		5,056		5,014		—		—
				90,860		90,185		38,663		38,320		30,272		30,347
	Mortgage-backed securities			34,107		32,194		49,246		47,750		74,502		72,299
		Total debt securities		124,967		122,379		87,909		86,070		104,774		102,646
		Total available for sale securities	$	124,967	$	122,379	$	87,909	$	86,070	$	104,774	$	102,646
Securities held to maturity:
	Mortgage-backed securities		$	109	$	109	$	217	$	221	$	386	$	398
Restricted equity securities:
	Federal Home Loan Bank of Boston stock		$	7,496	$	7,496	$	4,459	$	4,459	$	3,707	$	3,707
	Access Capital Strategies Community Investment Fund			2,000		2,000		2,000		2,000		3,000		3,000
	SBLI & DIF stock			516		516		516		516		515		515
		Total restricted equity securities	$	10,012	$	10,012	$	6,975	$	6,975	$	7,222	$	7,222

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      The table below sets forth certain information regarding the amortized cost, weighted average yields and contractual maturities of Benjamin Franklin Bank’s debt securities portfolio at December 31, 2005. In the case of mortgage-backed securities, the table shows the securities by their contractual maturities, however there are scheduled principal payments for these securities and there will also be unscheduled prepayments prior to their contractual maturity:

								More than One Year					More than Five Years
			One Year or Less					through Five Years					through Ten Years
					Weighted					Weighted					Weighted
			Amortized		Average			Amortized		Average			Amortized		Average
			Cost		Yield			Cost		Yield			Cost		Yield
			(Dollars in thousands)
Securities available for sale:
	Government-sponsored enterprise obligations		$	37,392		3.29	%	$	48,749		4.16	%	$	—		0.00	%
	State agency and municipal obligations			503		2.64	%		1,708		2.86	%		—		0.00	%
	Corporate bonds and other obligations			2,508		2.43	%		—		0.00	%		—		0.00	%
	Mortgage-backed securities			—		0.00	%		—		0.00	%		3,507		3.75	%
		Total debt securities		40,403		3.23	%		50,457		4.11	%		3,507		3.75	%
Securities held to maturity:
	Mortgage-backed securities			37		6.50	%		35		5.50	%		—
		Total securities	$	40,440		3.23	%	$	50,492		4.11	%	$	3,507		3.75	%

			More than Ten Years					Total Securities
					Weighted							Weighted
			Amortized		Average			Amortized		Fair		Average
			Cost		Yield			Cost		Value		Yield
			(Dollars in thousands)
Securities available for sale:
	U.S. Government and agency securities		$	—		0.00	%	$	86,141	$	85,494		3.78	%
	State agency and municipal obligations			—		0.00	%		2,211		2,191		2.81	%
	Corporate bonds and other obligations			—		0.00	%		2,508		2,500		2.43	%
	Mortgage-backed securities			30,601		4.10	%		34,107		32,194		4.06	%
		Total debt securities		30,601		4.10	%		124,967		122,379		3.81	%
Securities held to maturity:
	Mortgage-backed securities			37		6.00	%		109		109		6.02	%
		Total securities	$	30,638		4.10	%	$	125,076	$	122,488		3.81	%

Sources of Funds

      General. Deposits are the primary source of Benjamin Franklin Bank’s funds for lending and other investment purposes. In addition to deposits, Benjamin Franklin Bank obtains funds from the amortization and prepayment of loans and mortgage-backed securities, the sale or maturity of securities, advances from the Federal Home Loan Bank of Boston, and cash flows generated by operations.

      Deposits. Consumer and commercial deposits are gathered primarily from Benjamin Franklin Bank’s primary market area through the offering of a broad selection of deposit products including checking,

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regular savings, money market deposits and time deposits, including certificate of deposit accounts and individual retirement accounts. The FDIC insures deposits up to certain limits (generally, $100,000 per depositor) and the Depositors Insurance Fund (DIF), which is neither a government agency nor backed by the full faith and credit of the Commonwealth of Massachusetts, fully insures amounts in excess of such limits.

      The maturities of Benjamin Franklin Bank’s certificate of deposit accounts range from seven days to five years. In addition, Benjamin Franklin Bank offers a variety of commercial business products to small businesses operating within its primary market area. Currently, Benjamin Franklin Bank does not generally negotiate interest rates to attract jumbo certificates of deposit, but accepts deposits of $100,000 or more from customers within its market area based on posted rates. Benjamin Franklin Bank does not use brokers to obtain deposits.

      Benjamin Franklin Bank relies primarily on competitive pricing of its deposit products, customer service and long-standing relationships with customers to attract and retain deposits. Market interest rates, rates offered by financial service competitors, the availability of other investment alternatives, and general economic conditions significantly affect Benjamin Franklin Bank’s ability to attract and retain deposits.

      The following tables set forth certain information relative to the composition of Benjamin Franklin Bank’s average deposit accounts and the weighted average interest rate on each category of deposits:

		Years Ended December 31,
		2005						2004
						Weighted						Weighted
		Average				Average		Average				Average
		Balance		Percent		Rate		Balance		Percent		Rate
		(Dollars in thousands)
Deposit type:
Demand deposits		$	114,483		20.19%		0.00%	$	87,969		22.12%		0.00%
NOW deposits			31,742		5.60%		0.20%		23,657		5.95%		0.15%
Money market deposits			95,638		16.86%		1.62%		53,246		13.39%		1.00%
Regular savings			102,781		18.12%		0.50%		98,753		24.83%		0.50%
	Total transaction and savings accounts		344,644		60.77%		0.62%		263,625		66.29%		0.40%
	Certificates of deposit		222,500		39.23%		2.86%		134,034		33.71%		2.47%
	Total deposits	$	567,144		100.00%		1.50%	$	397,659		100.00%		1.10%

		Year Ended December 31, 2003
						Weighted
		Average				Average
		Balance		Percent		Rate
		(Dollars in thousands)
Deposit type:
Demand deposits		$	57,253		14.81%		0.00	%
NOW deposits			60,751		15.71%		0.15	%
Money market deposits			48,256		12.48%		0.81	%
Regular savings			93,501		24.18%		0.50	%
	Total transaction and savings accounts		259,761		67.19%		0.37	%
	Certificates of deposit		126,856		32.81%		2.79	%
	Total deposits	$	386,617		100.00%		1.16	%

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      The following table sets forth the time deposits of Benjamin Franklin Bank classified by interest rate as of the dates indicated:

		At December 31,
		2005		2004		2003
		(Dollars in thousands)
Interest Rate
	Less than 2%	$	267	$	36,982	$	55,034
	2.00%-2.99%		49,698		75,524		37,753
	3.00%-3.99%		150,838		12,241		7,776
	4.00%-4.99%		62,001		10,332		13,960
	5.00%-5.99%		19		1,406		4,034
	6.00%-6.99%		0		736		5,226
	Total	$	262,823	$	137,221	$	123,783

      The following table sets forth the amount and maturities of time deposits at December 31, 2005:

		Year Ending December 31,								After December 31,
		2006		2007		2008		2009		2009		Total
		(Dollars in thousands)
Interest Rate
	Less than 2%	$	267	$	—	$	—	$	—	$	—	$	267
	2.00%-2.99%		44,105		5,416		177		—		—		49,698
	3.00%-3.99%		113,193		27,990		6,670		2,535		450		150,838
	4.00%-4.99%		46,875		9,727		1,086		2,824		1,489		62,001
	5.00%-5.99%		19		—		—		—		—		19
	Total	$	204,459	$	43,133	$	7,933	$	5,359	$	1,939	$	262,823

      As of December 31, 2005, the aggregate amount of outstanding certificates of deposit in amounts greater than or equal to $100,000 was approximately $104.9 million. The following table sets forth the maturity of those certificates as of December 31, 2005:

		At December 31, 2005
		(Dollars in thousands)
Three months or less		$	24,273
	Over three months through six months		27,300
	Over six months through one year		31,917
	Over one year to three years		18,580
	Over three years		2,820
		$	104,890

      Borrowings. Benjamin Franklin Bank utilizes advances from the Federal Home Loan Bank of Boston, primarily in connection with the funding of growth in its assets. Federal Home Loan Bank of Boston advances are secured primarily by certain of Benjamin Franklin Bank’s mortgage loans, certain securities and by Benjamin Franklin Bank’s holding of Federal Home Loan Bank of Boston stock. As of December 31, 2005, Benjamin Franklin Bank had outstanding $128.9 million in Federal Home Loan Bank of Boston advances, and had the ability to borrow an additional $73.3 million based on available collateral.

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      The following table sets forth certain information concerning balances and interest rates on Benjamin Franklin Bank’s Federal Home Loan Bank of Boston advances at the dates and for the periods indicated:

	At or For the Years Ended
	December 31,
	2005			2004			2003
	(Dollars in thousands)
Balance at end of year	$	128,936		$	76,250		$	36,000
Average balance during year		101,181			51,497			36,000
Maximum outstanding at any month end		128,936			76,250			36,000
Weighted average interest rate at end of year		4.00	%		3.87	%		4.47	%
Weighted average interest rate during year		3.94	%		3.95	%		4.47	%

      Of the $128.9 million in advances outstanding at December 31, 2005, $36.0 million, bearing a weighted-average interest rate of 4.47%, are callable by the FHLBB at its option and in its sole discretion. Based on the current and predicted level of market interest rates, management considers it likely that these advances will be called by the FHLBB in the next 12 months. Further, one advance in the amount of $10.0 million maturing in June 2010 will become immediately payable if 3-month LIBOR rises above 6.0% (at December 31, 2005, 3-month LIBOR was 4.47%). In the event the FHLBB calls these advances, the Bank will evaluate its liquidity and interest rate sensitivity position at that time and determine whether to replace the called advances with new borrowings.

      In 2002, Benjamin Franklin Bancorp raised net proceeds of $8.7 million in a sale of $9.0 million of subordinated debentures to Benjamin Franklin Capital Trust I (the “Trust”). The Trust funded the purchase by participating in a pooled offering of 9,000 capital securities representing preferred ownership interests in the assets of the Trust with a liquidation value of $1,000 each. Interest payable on the subordinated debentures and cumulative dividends payable quarterly on the preferred securities is 6.94% for the first five years and thereafter will be at a rate equal to the three month LIBOR rate plus 3.45%. Benjamin Franklin Bancorp has the option to defer interest payments on the subordinated debentures for up to five years and, accordingly, the Trust may defer dividend distributions for up to five years. The debentures and the preferred securities mature in November 2032 unless Benjamin Franklin Bancorp elects and obtains regulatory approval to accelerate the maturity to November 2007 or thereafter.

Employees

      As of December 31, 2005, Benjamin Franklin Bank had 140 full-time and 25 part-time employees. Employees are not represented by a collective bargaining unit and Benjamin Franklin Bank considers its relationship with its employees to be good.

Subsidiary Activities

      Benjamin Franklin Bancorp conducts its principal business activities through its wholly-owned subsidiary, Benjamin Franklin Bank. Subsidiaries of Benjamin Franklin Bancorp and Benjamin Franklin Bank are as follows:

      Benjamin Franklin Bank Capital Trust I, a Delaware Trust, is a wholly-owned subsidiary of Benjamin Franklin Bancorp. In 2002, Benjamin Franklin Bancorp raised net proceeds of $8.7 million in a sale of $9.0 million in junior subordinated notes due 2032 to Benjamin Franklin Capital Trust I (the “Trust”). The Trust funded the purchase by participating in a pooled offering of 9,000 capital securities representing preferred ownership interests in the assets of the Trust with a liquidation value of $1,000 each. The interest rate payable on the subordinated notes is 6.94% for the first five years and thereafter will be at a rate equal to the three month LIBOR rate plus 3.45%.

      Benjamin Franklin Securities Corp., a Massachusetts corporation, is a wholly-owned subsidiary of Benjamin Franklin Bank. Benjamin Franklin Securities Corp. (“BFSC”) engages exclusively in buying, selling and holding investment securities on its own behalf and not as a broker. The income earned on

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BFSC’s investment securities is subject to a significantly lower rate of state tax than that assessed on income earned on investment securities maintained at Benjamin Franklin Bank. At December 31, 2005, BFSC had total assets of $99.9 million, consisting primarily of cash and securities.

      Creative Strategic Solutions, Inc. (“CSSI”), a Massachusetts corporation, is a wholly-owned subsidiary of Benjamin Franklin Bank. Through CSSI, Benjamin Franklin Bank supplies cash to automatic teller machines, or ATMs, owned by independent service organizations (“ISOs”). CSSI also provides related cash management services to a nationwide customer base of ISOs. At December 31, 2005, Benjamin Franklin Bank cash managed and supplied to ISOs by CSSI totaled $37.2 million.

Regulation and Supervision

General.

      Benjamin Franklin Bank is a Massachusetts-chartered stock savings bank and a wholly owned subsidiary of Benjamin Franklin Bancorp. Benjamin Franklin Bank’s deposits are insured up to applicable limits by the FDIC through the Bank Insurance Fund and by the DIF of the Depositors Insurance Fund of Massachusetts for amounts in excess of the FDIC insurance limits. Benjamin Franklin Bank is subject to extensive regulation by the Massachusetts Division of Banks, as its chartering agency, and by the FDIC, as its deposit insurer and primary federal regulator. Benjamin Franklin Bank is required to file reports with, and is periodically examined by, the FDIC and the Massachusetts Division of Banks concerning its activities and financial condition and must obtain regulatory approvals prior to entering into certain transactions, including, but not limited to, mergers with or acquisitions of other banks. Benjamin Franklin Bank is a member of the Federal Home Loan Bank and is subject to certain limited regulation by the Federal Reserve Board.

      Benjamin Franklin Bancorp, as a bank holding company, is subject to regulation by the Federal Reserve Board and is required to file reports with the Federal Reserve Board.

Massachusetts Bank Regulation.

      General. As a Massachusetts-chartered savings bank, Benjamin Franklin Bank is subject to supervision, regulation and examination by the Massachusetts Division of Banks and to various Massachusetts statutes and regulations which govern, among other things, investment powers, lending and deposit-taking activities, borrowings, maintenance of surplus and reserve accounts, distribution of earnings and payment of dividends. In addition, Benjamin Franklin Bank is subject to Massachusetts consumer protection and civil rights laws and regulations. The Massachusetts Commissioner of Banks’s approval is required for a Massachusetts bank to establish or close branches, merge with other banks, organize a holding company, issue stock and undertake certain other activities.

      In response to a Massachusetts law enacted in 1996, the Massachusetts Commissioner of Banks adopted rules that generally give Massachusetts banks powers equivalent to those of national banks. The Commissioner also has adopted procedures reducing regulatory burdens and expense and expediting branching by well-capitalized and well-managed banks.

      Investment Activities. In general, Massachusetts-chartered savings banks may invest in preferred and common stock of any corporation organized under the laws of the United States or any state provided such investments do not involve control of any corporation and do not, in the aggregate, exceed 4.0% of the bank’s deposits. Massachusetts-chartered savings banks may in addition invest an amount equal to 1.0% of their deposits in stocks of Massachusetts corporations or companies with substantial employment in the commonwealth which have pledged to the Massachusetts Commissioner of Banks that such monies will be used for further development within the Commonwealth. See also “— Federal Regulations — Investment Activities” for federal restrictions on equity investments.

      Lending Activities. Massachusetts banking laws grant banks broad lending authority. However, with certain limited exceptions, total obligations of one borrower to a stock bank may not exceed 20.0% of the total of the bank’s capital, which includes capital stock, surplus and undivided profits.

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      Dividends. A Massachusetts stock bank may declare from net profits cash dividends not more frequently than quarterly and non-cash dividends at any time. No dividends may be declared, credited or paid if the bank’s capital stock is impaired. The approval of the Massachusetts Commissioner of Banks is required if the total of all dividends declared in any calendar year exceeds the total of its net profits for that year combined with its retained net profits of the preceding two years. Net profits for this purpose means the remainder of all earnings from current operations plus actual recoveries on loans and investments and other assets after deducting from the total thereof all current operating expenses, actual losses, accrued dividends on preferred stock, if any, and all federal and state taxes.

      Regulatory Enforcement Authority. Any Massachusetts bank that does not operate in accordance with the regulations, policies and directives of the Massachusetts Commissioner of Banks may be subject to sanctions for non-compliance, including seizure of the property and business of the bank and suspension or revocation of its charter. The Massachusetts Commissioner of Banks may under certain circumstances suspend or remove officers or directors who have violated the law, conducted the bank’s business in a manner which is unsafe, unsound or contrary to the depositors’ interests or been negligent in the performance of their duties. In addition, upon finding that a bank has engaged in an unfair or deceptive act or practice, the Massachusetts Commissioner of Banks may issue an order to cease and desist and impose a fine on the bank concerned. Finally, Massachusetts consumer protection and civil rights statutes applicable to Benjamin Franklin Bank permit private individual and class action law suits and provide for the rescission of consumer transactions, including loans, and the recovery of statutory and punitive damages and attorneys’ fees in the case of certain violations of those statutes.

      Insurance Sales. Massachusetts banks may engage in insurance sales activities if the Massachusetts Commissioner of Banks has approved its plan of operation for insurance activities and it obtains a license from the Massachusetts Division of Insurance. A bank may be licensed directly or indirectly through an affiliate or a subsidiary corporation established for this purpose.

      DIF. All Massachusetts-chartered savings banks are required to be members of the Deposit Insurance Fund of the Depositors Insurance Fund of Massachusetts, a corporation that insures savings bank deposits in excess of federal deposit insurance coverage. The DIF is authorized to charge savings banks an annual assessment of up to 1/50th of 1.0% of a savings bank’s deposit balances in excess of amounts insured by the FDIC.

Federal Regulations.

      Capital Requirements. Under FDIC regulations, federally insured state-chartered banks that are not members of the Federal Reserve System (“state non-member banks”), such as Benjamin Franklin Bank, are required to comply with minimum leverage capital requirements. For an institution determined by the FDIC to not be anticipating or experiencing significant growth and to be, in general, a strong banking organization rated composite 1 under the Uniform Financial Institutions Ranking System established by the Federal Financial Institutions Examination Council, the minimum capital leverage requirement is a ratio of Tier 1 capital to total assets of 3.0%. For all other institutions, the minimum leverage capital ratio is not less than 4.0%. Tier 1 capital is the sum of common stockholders’ equity, non-cumulative perpetual preferred stock (including any related surplus) and minority investments in certain subsidiaries, less intangible assets (except for certain servicing rights and credit card relationships) and certain other specified items.

      The FDIC regulations require state non-member banks to maintain certain levels of regulatory capital in relation to regulatory risk-weighted assets. The ratio of regulatory capital to regulatory risk-weighted assets is referred to as a bank’s “risk-based capital ratio.” Risk-based capital ratios are determined by allocating assets and specified off-balance sheet items (including recourse obligations, direct credit substitutes and residual interests) to four risk-weighted categories ranging from 0.0% to 100.0%, with higher levels of capital being required for the categories perceived as representing greater risk. For example, under the FDIC’s risk-weighting system, cash and securities backed by the full faith and credit

26

of the U.S. government are given a 0.0% risk weight, loans secured by one- to four-family residential properties generally have a 50.0% risk weight, and commercial loans have a risk weighting of 100.0%.

      State non-member banks must maintain a minimum ratio of total capital to risk-weighted assets of at least 8.0%, of which at least one-half must be Tier 1 capital. Total capital consists of Tier 1 capital plus Tier 2 or supplementary capital items, which include allowances for loan losses in an amount of up to 1.25% of risk-weighted assets, cumulative preferred stock and certain other capital instruments, and a portion of the net unrealized gain on equity securities. The includable amount of Tier 2 capital cannot exceed the amount of the institution’s Tier 1 capital. Banks that engage in specified levels of trading activities are subject to adjustments in their risk based capital calculation to ensure the maintenance of sufficient capital to support market risk.

      The Federal Deposit Insurance Corporation Improvement Act (FDICIA) required each federal banking agency to revise its risk-based capital standards for insured institutions to ensure that those standards take adequate account of interest-rate risk, concentration of credit risk, and the risk of nontraditional activities, as well as to reflect the actual performance and expected risk of loss on multi-family residential loans. The FDIC, along with the other federal banking agencies, has adopted a regulation providing that the agencies will take into account the exposure of a bank’s capital and economic value to changes in interest rate risk in assessing a bank’s capital adequacy. The FDIC also has authority to establish individual minimum capital requirements in appropriate cases upon determination that an institution’s capital level is, or is likely to become, inadequate in light of the particular circumstances.

      As a bank holding company, Benjamin Franklin Bancorp is subject to capital adequacy guidelines for bank holding companies similar to those of the FDIC for state-chartered banks. Benjamin Franklin Bancorp’s stockholders’ equity exceeds these requirements as of December 31, 2005.

      Standards for Safety and Soundness. As required by statute, the federal banking agencies adopted final regulations and Interagency Guidelines Establishing Standards for Safety and Soundness to implement safety and soundness standards. The guidelines set forth the safety and soundness standards that the federal banking agencies use to identify and address problems at insured depository institutions before capital becomes impaired. The guidelines address internal controls and information systems, internal audit system, credit underwriting, loan documentation, interest rate exposure, asset growth, asset quality, earnings and compensation, fees and benefits. Most recently, the agencies have established standards for safeguarding customer information. If the appropriate federal banking agency determines that an institution fails to meet any standard prescribed by the guidelines, the agency may require the institution to submit to the agency an acceptable plan to achieve compliance with the standard.

      Investment Activities. Since the enactment of FDICIA, all state-chartered FDIC insured banks, including savings banks, have generally been limited in their investment activities to principal and equity investments of the type and in the amount authorized for national banks, notwithstanding state law. FDICIA and the FDIC permit exceptions to these limitations. For example, state chartered banks may, with FDIC approval, continue to exercise state authority to invest in common or preferred stocks listed on a national securities exchange or the Nasdaq National Market and in the shares of an investment company registered under the Investment Company Act of 1940, as amended. The maximum permissible investment is 100.0% of Tier 1 Capital, as specified by the FDIC’s regulations, or the maximum amount permitted by Massachusetts law, whichever is less. Such authority may be terminated upon the FDIC’s determination that such investments pose a safety and soundness risk. Benjamin Franklin does not currently have authority to invest in equity securities. In addition, the FDIC is authorized to permit state-chartered banks institutions to engage in state authorized activities or investments not permissible for national banks (other than non-subsidiary equity investments) if they meet all applicable capital requirements and it is determined that such activities or investments do not pose a significant risk to the Bank Insurance Fund. The FDIC has adopted revisions to its regulations governing the procedures for institutions seeking approval to engage in such activities or investments. The Gramm-Leach-Bliley Act of 1999 specifies that a nonmember bank may control a subsidiary that engages in activities as principal that

27

would only be permitted for a national bank to conduct in a “financial subsidiary” if a bank meets specified conditions and deducts its investment in the subsidiary for regulatory capital purposes.

      Interstate Banking and Branching. The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994, or the Interstate Banking Act, permits adequately capitalized bank holding companies to acquire banks in any state subject to specified concentration limits and other conditions. The Interstate Banking Act also authorizes the interstate merger of banks. In addition, among other things, the Interstate Banking Act permits banks to establish new branches on an interstate basis provided that such action is specifically authorized by the law of the host state.

      Prompt Corrective Regulatory Action. Federal law requires, among other things, that federal bank regulatory authorities take “prompt corrective action” with respect to banks that do not meet minimum capital requirements. For these purposes, the law establishes five capital categories: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized.

      The FDIC has adopted regulations to implement the prompt corrective action legislation. An institution is deemed to be “well capitalized” if it has a total risk-based capital ratio of 10.0% or greater, a Tier 1 risk-based capital ratio of 6.0% or greater and a leverage ratio of 5.0% or greater. An institution is “adequately capitalized” if it has a total risk-based capital ratio of 8.0% or greater, a Tier 1 risk-based capital ratio of 4.0% or greater, and generally a leverage ratio of 4.0% or greater. An institution is “undercapitalized” if it has a total risk-based capital ratio of less than 8.0%, a Tier 1 risk-based capital ratio of less than 4.0%, or generally a leverage ratio of less than 4.0%. An institution is deemed to be “significantly undercapitalized” if it has a total risk-based capital ratio of less than 6.0%, a Tier 1 risk-based capital ratio of less than 3.0%, or a leverage ratio of less than 3.0%. An institution is considered to be “critically undercapitalized” if it has a ratio of tangible equity (as defined in the regulations) to total assets that is equal to or less than 2.0%. As of December 31, 2005 and 2004, Benjamin Franklin Bank was a “well capitalized” institution.

      “Undercapitalized” banks must adhere to growth, capital distribution (including dividend) and other limitations and are required to submit a capital restoration plan. A bank’s compliance with such a plan is required to be guaranteed by any company that controls the undercapitalized institution in an amount equal to the lesser of 5.0% of the institution’s total assets when deemed undercapitalized or the amount necessary to achieve the status of adequately capitalized. If an “undercapitalized” bank fails to submit an acceptable plan, it is treated as if it is “significantly undercapitalized.” “Significantly undercapitalized” banks must comply with one or more of a number of additional restrictions, including but not limited to an order by the FDIC to sell sufficient voting stock to become adequately capitalized, requirements to reduce total assets, cease receipt of deposits from correspondent banks or dismiss directors or officers, and restrictions on interest rates paid on deposits, compensation of executive officers and capital distributions by the parent holding company. “Critically undercapitalized” institutions are subject to additional measures including, subject to a narrow exception, the appointment of a receiver or conservator within 270 days after it obtains such status.

      Transactions with Affiliates. Transactions between banks and their affiliates are governed by Sections 23A and 23B of the Federal Reserve Act. An affiliate of a bank is any company or entity that controls, is controlled by or is under common control with the bank. In a holding company context, the parent bank holding company and any companies which are controlled by such parent holding company are affiliates of the bank. Generally, Sections 23A and 23B of the Federal Reserve Act (i) limit the extent to which the bank or its subsidiaries may engage in “covered transactions” with any one affiliate to an amount equal to 10.0% of such institution’s capital stock and surplus, and contain an aggregate limit on all such transactions with all affiliates to an amount equal to 20.0% of such institution’s capital stock and surplus and (ii) require that all such transactions be on terms substantially the same, or at least as favorable, to the institution or subsidiary as those provided to a non-affiliate. The term “covered transaction” includes the making of loans, purchase of assets, issuance of a guarantee and other similar transactions. In addition, loans or other extensions of credit by the financial institution to the affiliate are

28

required to be collateralized in accordance with the requirements set forth in Section 23A of the Federal Reserve Act.

      The Gramm-Leach-Bliley Act amended several provisions of section 23A and 23B of the Federal Reserve Act. The amendments provide that so-called “financial subsidiaries” of banks are treated as affiliates for purposes of sections 23A and 23B of the Federal Reserve Act, but the amendment provides that (i) the 10.0% capital limit on transactions between the bank and such financial subsidiary as an affiliate is not applicable, and (ii) the investment by the bank in the financial subsidiary does not include retained earnings in the financial subsidiary. Certain anti-evasion provisions have been included that relate to the relationship between any financial subsidiary of a bank and sister companies of the bank: (1) any purchase of, or investment in, the securities of a financial subsidiary by any affiliate of the parent bank is considered a purchase or investment by the bank; or (2) if the Federal Reserve Board determines that such treatment is necessary, any loan made by an affiliate of the parent bank to the financial subsidiary is to be considered a loan made by the parent bank.

      Effective April 1, 2003, the Federal Reserve Board adopted Regulation W that deals with the provisions of Sections 23A and 23B. The regulation unifies and updates staff interpretations issued over the years, incorporates several new interpretations and provisions (such as to clarify when transactions with an unrelated third party will be attributed to an affiliate), and addresses new issues arising as a result of the expanded scope of non-banking activities engaged in by banks and bank holding companies in recent years and authorized for financial holding companies under the Gramm-Leach-Bliley Act.

      In addition, Sections 22(h) and (g) of the Federal Reserve Act place restrictions on loans to executive officers, directors and principal stockholders. Under Section 22(h) of the Federal Reserve Act, loans to a director, an executive officer and to a greater than 10.0% stockholder of a financial institution, and certain affiliated interests of these, may not exceed, together with all other outstanding loans to such person and affiliated interests, the financial institution’s loans to one borrower limit, generally equal to 15.0% of the institution’s unimpaired capital and surplus. Section 22(h) of the Federal Reserve Act also requires that loans to directors, executive officers and principal stockholders be made on terms substantially the same as offered in comparable transactions to other persons and also requires prior board approval for certain loans. In addition, the aggregate amount of extensions of credit by a financial institution to insiders cannot exceed the institution’s unimpaired capital and surplus. Furthermore, Section 22(g) of the Federal Reserve Act places additional restrictions on loans to executive officers.

      Enforcement. The FDIC has extensive enforcement authority over insured savings state banks, including Benjamin Franklin Bank. This enforcement authority includes, among other things, the ability to assess civil money penalties, issue cease and desist orders and remove directors and officers. In general, these enforcement actions may be initiated in response to violations of laws and regulations and unsafe or unsound practices. The FDIC has authority under Federal law to appoint a conservator or receiver for an insured bank under limited circumstances. The FDIC is required, with certain exceptions, to appoint a receiver or conservator for an insured state non-member bank if that bank was “critically undercapitalized” on average during the calendar quarter beginning 270 days after the date on which the institution became “critically undercapitalized.” The FDIC may also appoint itself as conservator or receiver for an insured state non-member institution under specific circumstances on the basis of the institution’s financial condition or upon the occurrence of other events, including: (1) insolvency; (2) substantial dissipation of assets or earnings through violations of law or unsafe or unsound practices; (3) existence of an unsafe or unsound condition to transact business; and (4) insufficient capital, or the incurring of losses that will deplete substantially all of the institution’s capital with no reasonable prospect of replenishment without federal assistance.

      Insurance of Deposit Accounts. The FDIC has adopted a risk-based insurance assessment system. The FDIC assigns an institution to one of three capital categories based on the institution’s financial condition consisting of (1) well capitalized, (2) adequately capitalized or (3) undercapitalized, and one of three supervisory subcategories within each capital group. The supervisory subgroup to which an institution is assigned is based on a supervisory evaluation provided to the FDIC by the institution’s primary federal

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regulator and information which the FDIC determines to be relevant to the institution’s financial condition and the risk posed to the deposit insurance funds. An institution’s assessment rate depends on the capital category and supervisory category to which it is assigned. Assessment rates for insurance fund deposits currently range from 0 basis points for the strongest institution to 27 basis points for the weakest. Bank Insurance Fund members are also required to assist in the repayment of bonds issued by the Financing Corporation in the late 1980’s to recapitalize the Federal Savings and Loan Insurance Corporation. For 2005 and 2004, Benjamin Franklin Bank’s total FDIC assessment was $64,329 and $58,298, respectively. The FDIC is authorized to raise the assessment rates. The FDIC has exercised this authority several times in the past and may raise insurance premiums in the future. If such action is taken by the FDIC, it could have an adverse effect on the earnings of Benjamin Franklin Bank.

      The FDIC may terminate insurance of deposits if it finds that the institution is in an unsafe or unsound condition to continue operations, has engaged in unsafe or unsound practices, or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC. The management of Benjamin Franklin Bank does not know of any practice, condition or violation that might lead to termination of deposit insurance.

Federal Reserve System.

      The Federal Reserve Board regulations require depository institutions to maintain non-interest-earning reserves against their transaction accounts (primarily NOW and regular checking accounts). The Federal Reserve Board regulations generally require that reserves be maintained against aggregate transaction accounts as follows: for that portion of transaction accounts between $7.8 million and $48.3 million (which may be adjusted by the Federal Reserve Board) the reserve requirement is 3.0%; and for amounts greater than $48.3 million, 10.0% (which may be adjusted by the Federal Reserve Board between 8.0% and 14.0%), against that portion of total transaction accounts in excess of $48.3 million. The first $7.8 million of otherwise reservable balances (which may be adjusted by the Federal Reserve Board) are exempted from the reserve requirements. Benjamin Franklin Bank is in compliance with these requirements.

Federal Home Loan Bank System.

      Benjamin Franklin Bank is a member of the Federal Home Loan Bank System, which consists of 12 regional Federal Home Loan Banks. The Federal Home Loan Bank provides a central credit facility primarily for member institutions. Members of the Federal Home Loan Bank are required to acquire and hold shares of capital stock in the Federal Home Loan Bank in an amount at least equal to 1.0% of the aggregate principal amount of its unpaid residential mortgage loans and similar obligations at the beginning of each year, or 1/20 of its advances (borrowings) from the Federal Home Loan Bank, whichever is greater. Benjamin Franklin Bank was in compliance with this requirement with an investment in Federal Home Loan Bank stock at December 31, 2005 of $7.5 million. At December 31, 2005, Benjamin Franklin Bank had $129.0 million in Federal Home Loan Bank advances.

      The Federal Home Loan Banks are required to provide funds for certain purposes including the resolution of insolvent thrifts in the late 1980s and to contributing funds for affordable housing programs. These requirements could reduce the amount of dividends that the Federal Home Loan Banks pay to their members and result in the Federal Home Loan Banks imposing a higher rate of interest on advances to their members. If dividends were reduced, or interest on future Federal Home Loan Bank advances increased, a member bank affected by such reduction or increase would likely experience a reduction in its net interest income. Recent legislation has changed the structure of the Federal Home Loan Banks’ funding obligations for insolvent thrifts, revised the capital structure of the Federal Home Loan Banks and implemented entirely voluntary membership for Federal Home Loan Banks. For 2005 and 2004, cash dividends from the Federal Home Loan Bank to Benjamin Franklin Bank amounted to approximately $274,074 and $110,090, respectively. There can be no assurance that such dividends will continue in the future. Further, there can be no assurance that the impact of recent or future legislation on the Federal Home Loan Banks also will not cause a decrease in the value of the Federal Home Loan Bank stock held by Benjamin Franklin Bank.

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Holding Company Regulation.

      General. As a bank holding company, Benjamin Franklin Bancorp is subject to comprehensive regulation and regular examinations by the Federal Reserve Board. The Federal Reserve Board also has extensive enforcement authority over bank holding companies, including, among other things, the ability to assess civil money penalties, to issue cease and desist or removal orders and to require that a holding company divest subsidiaries (including its bank subsidiaries). In general, enforcement actions may be initiated for violations of law and regulations and unsafe or unsound practices.

      As a bank holding company, Benjamin Franklin Bancorp must obtain the approval of the Federal Reserve Board before: (i) acquiring, directly or indirectly, ownership or control of any voting shares of another bank or bank holding company if, after such acquisition, it would own or control more than 5.0% of such shares (unless it already owns or controls the majority of such shares); (ii) acquiring all or substantially all of the assets of another bank or bank holding company; or (iii) merging or consolidating with another bank holding company. In addition, Benjamin Franklin Bancorp must obtain the approval of the Massachusetts Board of Bank Incorporation before becoming a “bank holding company” for Massachusetts law purposes. Under Massachusetts law, a bank holding company is generally defined as a company that directly or indirectly owns, controls or holds with power to vote 25.0% of the voting stock of each of two or more banking institutions.

      Under Federal Reserve Board policy, a bank holding company must serve as a source of strength for its subsidiary bank. Under this policy, the Federal Reserve Board may require, and has required in the past, a holding company to contribute additional capital to an undercapitalized subsidiary bank.

      The Banking Holding Company Act also prohibits a bank holding company, with certain exceptions, from acquiring direct or indirect ownership or control of more than 5.0% of the voting shares of any company which is not a bank or bank holding company, or from engaging directly or indirectly in activities other than those of banking, managing or controlling banks, or providing services for its subsidiaries. The principal exceptions to these prohibitions involve certain non-bank activities which, by statute or by Federal Reserve Board regulation or order, have been identified as activities closely related to the business of banking or managing or controlling banks. The list of activities permitted by the Federal Reserve Board includes, among other things: (i) operating a savings institution, mortgage company, finance company, credit card company or factoring company; (ii) performing certain data processing operations; (iii) providing certain investment and financial advice; (iv) underwriting and acting as an insurance agent for certain types of credit-related insurance; (v) leasing property on a full-payout, non-operating basis; (vi) selling money orders, travelers’ checks and United States Savings Bonds; (vii) real estate and personal property appraising; (viii) providing tax planning and preparation services; (ix) financing and investing in certain community development activities; and (x) subject to certain limitations, providing securities brokerage services for customers. Benjamin Franklin Bancorp has no present plans to engage in any of these activities.

      Dividends. The Federal Reserve Board has issued a policy statement on the payment of cash dividends by bank holding companies, which expresses the Federal Reserve Board’s view that a bank holding company should pay cash dividends only to the extent that the holding company’s net income for the past year is sufficient to cover both the cash dividends and a rate of earnings retention that is consistent with the holding company’s capital needs, asset quality and overall financial condition. The Federal Reserve Board also indicated that it would be inappropriate for a company experiencing serious financial problems to borrow funds to pay dividends. Furthermore, under the prompt corrective action regulations adopted by the Federal Reserve Board, the Federal Reserve Board may prohibit a bank holding company from paying any dividends if the holding company’s bank subsidiary is classified as “undercapitalized.”

      Bank holding companies are required to give the Federal Reserve Board prior written notice of any purchase or redemption of its outstanding equity securities if the gross consideration for the purchase or redemption, when combined with the net consideration paid for all such purchases or redemptions during the preceding 12 months, is equal to 10.0% or more of the consolidated net worth of the bank holding

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company. The Federal Reserve Board may disapprove such a purchase or redemption if it determines that the proposal would constitute an unsafe or unsound practice or would violate any law, regulation, Federal Reserve Board order or any condition imposed by, or written agreement with, the Federal Reserve Board. This notification requirement does not apply to any company that meets the well-capitalized standard for commercial banks, is “well managed” within the meaning of the Federal Reserve Board regulations and is not subject to any unresolved supervisory issues.

      Financial Modernization. The Gramm-Leach-Bliley Act permits greater affiliation among banks, securities firms, insurance companies, and other companies under a type of financial services company known as a “financial holding company.” A financial holding company essentially is a bank holding company with significantly expanded powers. Financial holding companies are authorized by statute to engage in a number of financial activities previously impermissible for bank holding companies, including securities underwriting, dealing and market making; sponsoring mutual funds and investment companies; insurance underwriting and agency; and merchant banking activities. The act also permits the Federal Reserve Board and the Treasury Department to authorize additional activities for financial holding companies if they are “financial in nature” or “incidental” to financial activities. A bank holding company may become a financial holding company if each of its subsidiary banks is well capitalized, well managed, and has at least a “satisfactory” Community Reinvestment Act rating. A financial holding company must provide notice to the Federal Reserve Board within 30 days after commencing activities previously determined by statute or by the Federal Reserve Board and Department of the Treasury to be permissible. Benjamin Franklin Bancorp has not submitted notice to the Federal Reserve Board of its intent to be deemed a financial holding company. However, it is not precluded from submitting a notice in the future should it wish to engage in activities only permitted to financial holding companies.

Miscellaneous Regulation.

      Community Reinvestment Act. Under the Community Reinvestment Act (CRA), as amended as implemented by FDIC regulations, a bank has a continuing and affirmative obligation, consistent with its safe and sound operation, to help meet the credit needs of its entire community, including low and moderate income neighborhoods. The CRA does not establish specific lending requirements or programs for financial institutions nor does it limit an institution’s discretion to develop the types of products and services that it believes are best suited to its particular community, consistent with the CRA. The CRA does require the FDIC, in connection with its examination of a bank, to assess the institution’s record of meeting the credit needs of its community and to take such record into account in its evaluation of certain applications by such institution, including applications to acquire branches and other financial institutions. The CRA requires the FDIC to provide a written evaluation of an institution’s CRA performance utilizing a four-tiered descriptive rating system. Benjamin Franklin Bank’s latest FDIC CRA rating was “satisfactory.”

      Massachusetts has its own statutory counterpart to the CRA which is also applicable to Benjamin Franklin Bank and Chart Bank. The Massachusetts version is generally similar to the CRA but utilizes a five-tiered descriptive rating system. Massachusetts law requires the Massachusetts Commissioner of Banks to consider, but not be limited to, a bank’s record of performance under Massachusetts law in considering any application by the bank to establish a branch or other deposit-taking facility, to relocate an office or to merge or consolidate with or acquire the assets and assume the liabilities of any other banking institution. Benjamin Franklin Bank’s most recent rating under Massachusetts law was “high satisfactory.”

      Consumer Protection And Fair Lending Regulations. Massachusetts savings banks are subject to a variety of federal and Massachusetts statutes and regulations that are intended to protect consumers and prohibit discrimination in the granting of credit. These statutes and regulations provide for a range of sanctions for non-compliance with their terms, including imposition of administrative fines and remedial orders, and referral to the Attorney General for prosecution of a civil action for actual and punitive damages and injunctive relief. Certain of these statutes authorize private individual and class action lawsuits and the award of actual, statutory and punitive damages and attorneys’ fees for certain types of violations.

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      Sarbanes-Oxley Act of 2002. The Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”), a federal law that has imposed significant additional requirements and restrictions on publicly-held companies, is intended to increase corporate responsibility, provide for enhanced penalties for accounting and auditing improprieties and to protect investors by improving the accuracy and reliability of corporate disclosures pursuant to the securities laws.

      The provisions of Sarbanes-Oxley include requirements governing the independence, composition and responsibilities of audit committees, financial disclosures and reporting and restrictions on personal loans to directors and officers. Sarbanes-Oxley, among other things, requires that the chief executive and chief financial officer certify as to the accuracy of periodic reports filed by the Company with the Securities and Exchange Commission, subject to civil and criminal penalties if they knowingly or willingly violate this certification requirement. For accelerated filers and large accelerated filers, Section 404 of Sarbanes-Oxley also requires the inclusion of an internal control report and assessment by management in the annual report to stockholders, and requires a company’s independent registered public accounting firm that issues the audit report to attest to and report on management’s assessment of the company’s internal controls. The Company expects that, as a result of becoming an accelerated filer in 2006, it will be required to comply with the requirements of Section 404 of Sarbanes-Oxley for the year ended December 31, 2006.

Forward-Looking Statements

      This Annual Report contains forward-looking statements, which can be identified by the use of such words as estimate, project, believe, intend, anticipate, plan, seek, expect and similar expressions. These forward-looking statements include:

•  statements of our goals, intentions and expectations;

•  statements regarding our business plans and prospects and growth and operating strategies;

•  statements regarding the asset quality of our loan and investment portfolios; and

•  estimates of our risks and future costs and benefits.

      These forward-looking statements are subject to significant risks, assumptions and uncertainties, including, among other things, the following important factors that could affect the actual outcome of future events:

•  our ability to enter new markets successfully and take advantage of growth opportunities;

•  significantly increased competition among depository and other financial institutions;

•  inflation, changes in the interest rate environment (including changes in the shape of the yield curve) that reduce our margins or reduce the fair value of financial instruments;

•  general economic conditions, either nationally or in our market areas, that are worse than expected;

•  adverse changes in the securities markets;

•  legislative or regulatory changes that adversely affect our business;

•  changes in consumer spending, borrowing and savings habits;

•  changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board and the Public Company Accounting Oversight Board;

•  changes in our organization, compensation and benefit plans; and

•  the risk factors described above.

Because of these and other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements. We discuss these and other uncertainties in “Risk Factors.” We disclaim any intent or obligation to update forward-looking statements whether in response to new information, future events or otherwise.

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Item 1.A. Risk Factors That May Affect Future Results

      The following risk factors are relevant to our future results and financial success, and you should read them with care:

Our Commercial Real Estate, Construction And Commercial Business Loans May Expose Us To Increased Credit Risks, And This Risk Will Increase If We Succeed In Increasing These Types Of Loans.

      Residential real estate loans represent a smaller proportion of our loan portfolio than the average for savings institutions in New England. As of December 31, 2005, commercial real estate, construction and commercial business loans represented 47.3% of our loan portfolio. This proportion has increased significantly since December 31, 2004, when that percentage stood at 30.9%. The increase is the result of the acquisition of Chart Bank, which had a higher proportion of commercial loans in its portfolio than did Benjamin Franklin, and of internally-generated growth in commercial credits in 2005. We intend to grow commercial real estate and commercial business loans further as a proportion of our portfolio over the next several years. Construction loans, while they are not likely to increase as a percentage of total loans, are expected to increase in absolute terms in line with the overall growth in the bank’s loan portfolio. In general, construction loans, commercial real estate loans and commercial business loans generate higher returns, but also pose greater credit risks, than do owner-occupied residential mortgage loans. As our various commercial loan portfolios increase, the corresponding risks and potential for losses from these loans may also increase.

      The repayment of construction and commercial real estate loans depends on the business and financial condition of borrowers and, in the case of construction loans, on the economic viability of projects financed. A number of our borrowers have more than one construction or commercial real estate loan outstanding with us. Further, these loans are concentrated primarily in Eastern Massachusetts. Economic events and changes in government regulations, which we and our borrowers cannot control, could have an adverse impact on the cash flows generated by properties securing our construction and commercial real estate loans and on the values of the properties securing those loans. Commercial properties tend to decline in value more rapidly than residential owner-occupied properties during economic recessions. We held $269.4 million in construction and commercial real estate loans in our loan portfolio as of December 31, 2005 representing 44.3% of total loans on that date.

      We make both secured and some short-term unsecured commercial business loans, holding $19.2 million of these loans in our loan portfolio as of December 31, 2005, representing 3.1% of total loans on that date. Repayment of both secured and unsecured commercial business loans depends substantially on borrowers’ underlying business, financial condition and cash flows. Unsecured loans generally involve a higher degree of risk of loss than do secured loans because, without collateral, repayment is wholly dependent upon the success of the borrowers’ businesses. Secured commercial business loans are generally collateralized by equipment, leases, inventory and accounts receivable. Compared to real estate, that type of collateral is more difficult to monitor, its value is harder to ascertain, it may depreciate more rapidly and it may not be as readily saleable if repossessed.

Our Continuing Concentration Of Loans In Our Primary Market Area May Increase Our Risk.

      Our success depends primarily on the general economic conditions in the counties in which we conduct business, and in the Boston metropolitan area in general. Unlike larger banks that are more geographically diversified, we provide banking and financial services to customers primarily in Norfolk, Middlesex and Worcester Counties, Massachusetts. The local economic conditions in our market area have a significant impact on our loans, the ability of the borrowers to repay these loans and the value of the collateral securing these loans. A significant decline in general economic conditions caused by inflation, recession, unemployment or other factors beyond our control would affect these local economic conditions and could adversely affect our financial condition and results of operations. Additionally, because we have a significant amount of commercial real estate loans, decreases in tenant occupancy may also have a

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negative effect on the ability of many of our borrowers to make timely repayments of their loans, which would have an adverse impact on our earnings.

Our Return On Equity May Initially Be Low Compared To Other Financial Institutions. A Low Return Could Lower The Trading Price Of Our Common Stock.

      Net income divided by average equity, known as “return on equity,” is a ratio many investors use to compare the performance of a financial institution to its peers. Our return on equity may be reduced due to the expenses we will incur in pursuing our growth strategies, the costs of being a public company and added expenses associated with our employee stock ownership plan and planned stock-based incentive plan. The increase in our core deposit intangible asset created by the Chart Bank acquisition will continue to have a negative impact on our return on equity, and if our periodic evaluation of the goodwill created by the Chart Bank acquisition results in a determination of impairment, we would be required to reduce its carrying value through a charge to earnings. Until we can increase our net interest income and non-interest income, we expect our return on equity to be below the industry average for public thrifts, which may negatively affect the value of our common stock.

We May Have Difficulty Meeting Our Branch Expansion Goals, And Our Branch Expansion Strategy May Not Be Accretive To Earnings.

      Our growth plans include the opening of new branch offices in communities located between our Norfolk County and Middlesex County branches, as well as in other communities contiguous to those currently served by Benjamin Franklin Bank. Our ability to establish new branches will depend upon whether we can identify suitable sites and negotiate acceptable lease or purchase and sale terms, and we may not be able to do so, or it may take longer than we expect. Moreover, once we establish a new branch, numerous factors will contribute to its performance, such as a suitable location, qualified personnel and an effective marketing strategy. Additionally, it takes time for a new branch to gather significant loans and deposits to generate enough income to offset its expenses, some of which, like salaries and occupancy expense, are relatively fixed costs. There can be no assurance that our branch expansion strategy will be accretive to our earnings, or that it will be accretive to earnings within a reasonable period of time.

Strong Competition Within Our Market Area May Limit Our Growth And Profitability.

      We face significant competition both in attracting deposits and in the origination of loans. Savings banks, credit unions, savings and loan associations and commercial banks operating in our primary market area have historically provided most of our competition for deposits. In addition, and particularly in times of high interest rates, we face additional and significant competition for funds from money-market mutual funds and issuers of corporate and government securities. Competition for the origination of real estate and other loans comes from other thrift institutions, commercial banks, insurance companies, finance companies, other institutional lenders and mortgage companies. Many of our competitors have substantially greater financial and other resources than ours. Moreover, we may face increased competition in the origination of loans if competing thrift institutions convert to stock form, because such converting thrifts would likely seek to invest their new capital into loans. Finally, credit unions do not pay federal or state income taxes and are subject to fewer regulatory constraints than savings banks. As a result, credit unions may enjoy a competitive advantage over us. This advantage places significant competitive pressure on the prices of our loans and deposits.

Our Ability to Grow May Be Limited if We Cannot Make Acquisitions.

      In an effort to increase our loan and deposit growth, we will continue to seek to expand our banking franchise, including through acquisitions of other financial institutions or branches if opportunities arise. Our ability to grow through selective acquisitions of other financial institutions or branches will depend on successfully identifying, acquiring and integrating them. We compete with other financial institutions with respect to proposed acquisitions. We cannot assure you that we will be able to identify attractive acquisition candidates or make acquisitions on favorable terms. In addition, we cannot assure you that we

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can successfully integrate any acquired financial institutions or branches into our banking organization in a timely or efficient manner, that we will be successful in retaining existing customer relationships or that we can achieve anticipated operating efficiencies.

We Operate In A Highly Regulated Environment And May Be Adversely Affected By Changes In Law And Regulations.

      We are subject to extensive regulation, supervision and examination. See “Regulation and Supervision.” Any change in the laws or regulations applicable to us, or in banking regulators’ supervisory policies or examination procedures, whether by the Massachusetts Commissioner of Banks, the FDIC, the Federal Reserve Board, other state or federal regulators, the United States Congress or the Massachusetts legislature could have a material adverse effect on our business, financial condition, results of operations and cash flows.

      We are subject to regulations promulgated by the Massachusetts Division of Banks, as our chartering authority, and by the FDIC as the insurer of our deposits up to certain limits. We also belong to the Federal Home Loan Bank System and, as a member of such system, we are subject to certain limited regulations promulgated by the Federal Home Loan Bank of Boston. In addition, the Federal Reserve Board regulates and oversees Benjamin Franklin Bancorp, as a Bank holding company.

      This regulation and supervision limits the activities in which we may engage. The purpose of regulation and supervision is primarily to protect our depositors and borrowers and, in the case of FDIC regulation, the FDIC’s insurance fund. Regulatory authorities have extensive discretion in the exercise of their supervisory and enforcement powers. They may, among other things, impose restrictions on the operation of a banking institution, the classification of assets by such institution and such institution’s allowance for loan losses. Regulatory and law enforcement authorities also have wide discretion and extensive enforcement powers under various consumer protection and civil rights laws, including the Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Real Estate Settlement Procedures Act and Massachusetts’s deceptive acts and practices law. These laws also permit private individual and class action law suits and provide for the recovery of attorneys fees in certain instances. No assurance can be given that the foregoing regulations and supervision will not change so as to affect us adversely.

Changes in Market Interest Rates Could Adversely Affect Our Financial Condition and Results of Operations.

      Our profitability, like that of most financial institutions, depends to a large extent upon our net interest income, which is the difference, or spread, between our gross interest income on interest-earning assets, such as loans and securities, and our interest expense on interest-bearing liabilities, such as deposits and borrowed funds. Accordingly, our results of operations and financial condition depend largely on movements in market interest rates and our ability to manage our interest-rate-sensitive assets and liabilities in response to these movements, including our adjustable-rate mortgage loans, which represent the largest portion of our residential loan portfolio. Changes in interest rates could have a material adverse effect on our business, financial condition, results of operations and cash flows. Because, as a general matter, our interest-bearing liabilities re-price or mature more quickly than our interest-earning assets, an increase in interest rates generally would result in a decrease in our interest rate spread and net interest income.

      Changes in interest rates also affect the value of our interest-earning assets, including, in particular, the value of our investment securities portfolio. Generally, the value of securities fluctuates inversely with changes in interest rates. At December 31, 2005, our securities portfolio totaled $132.5 million, including $122.4 million of securities available for sale. Unrealized gains and losses on securities available for sale are reported as a separate component of stockholders’ equity, net of related taxes. Decreases in the fair value of securities available for sale therefore would have an adverse affect on our stockholders’ equity. We are also subject to reinvestment risk relating to interest rate movements. Decreases in interest rates can

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result in increased prepayments of loans and mortgage-related securities, as borrowers refinance to reduce their borrowing costs. Under these circumstances, we are subject to reinvestment risk to the extent that we are not able to reinvest funds from such prepayments at rates that are comparable to the rates on the prepaid loans or securities. On the other hand, increases in interest rates on adjustable-rate mortgage loans result in larger mortgage payments due from borrowers, which could potentially increase our level of loan delinquencies and defaults. Refer to Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional information on the Company’s exposure to changes in market interest rates.

Our Stock-Based Benefit Plans Will Increase Our Costs, Which Will Reduce Our Income.

      We have adopted an employee stock ownership plan, and our shareholders will be asked to approve a stock-based incentive plan at our annual meeting on May 11, 2006. The allocation to employees of shares under the employee stock ownership plan and the granting of restricted stock awards and stock options under the stock-based incentive plan will increase our future compensation costs, thereby reducing our earnings. Please refer to the introductory section of Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for information about the estimated cost of implementing this plan.

Our Stock Value May Suffer From Anti-Takeover Provisions That May Impede Potential Takeovers.

      Our governing statute, and our articles and by-laws, contain provisions (sometimes known as anti-takeover provisions) that may impede efforts to acquire us, or stock purchases in furtherance of an acquisition, even though acquisition efforts or stock purchases might otherwise have a favorable effect on the price of our common stock. Those provisions will also make it more difficult to remove our board and management. The Massachusetts Business Corporation Law provides for staggered directors’ terms, limits the stockholders’ ability to remove directors and empowers only the directors to fill board vacancies. Even if our board elects to opt out of these statutory provisions, our articles contain similar provisions. Our articles and by-laws also provide for, among other things, restrictions on the acquisition of more than 10.0% of our outstanding voting stock for a period of five years after completion of the conversion, and approval of certain actions, including certain business combinations, by specified percentages of our “disinterested Directors” (as defined in the articles) or by specified percentages of the shares outstanding and entitled to vote. The articles also authorize the Board of Directors to issue shares of preferred stock, the rights and preferences of which may be designated by the Board, without the approval of our stockholders. The articles also establish supermajority voting requirements for amendments to the articles and by-laws, limit stockholders’ ability to call special meetings of stockholders, and impose advance notice provisions on stockholders’ ability to nominate directors or to propose matters for consideration at stockholder meetings.

      Federal and state regulations and laws may also have anti-takeover effects. The Change in Bank Control Act and the Bank Holding Company Act, together with Federal Reserve Board regulations under those acts, require that a person obtain the consent of the Federal Reserve Board before attempting to acquire control of a bank holding company. In addition, Massachusetts laws place certain limitations on acquisitions of the stock of banking institutions and imposes restrictions on business combination transactions between publicly held Massachusetts corporations and stockholders owning 5% or more of the stock of those corporations.

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Item 1.B. Unresolved Staff Comments

      Not applicable.

Item 2. Properties

      Benjamin Franklin Bank conducts its business through its main office located in Franklin, Massachusetts and eight other offices located east and southeast of the Boston metropolitan area. The following table sets forth information about our offices as of December 31, 2005:

	Year Opened/				Expiration of		Renewal
	Acquired		Owned or Leased		Lease		Options
Main Office:
58 Main Street
Franklin, MA 02038		1935		Owned		—		—
Branch Offices:
231 East Central St.
Franklin, MA 02038		1998		Owned		—		—
4 North Main St.
Bellingham, MA 02019		1982		Owned		—		—
1 Mechanic St.
Foxborough, MA 02035		1998		Owned		—		—
76 North Street
Medfield, MA 02052		1998		Owned		—		—
221 Main Street
Milford, MA 01757		1992		Owned		—		—
40 Austin Street
Newton, MA 02460		2005		Owned		—		—
1290 Main Street,
Waltham, MA 02451		2005		Owned		—		—
75 Moody Street
Waltham MA 02453		2005		Leased		March 2008	Four 10-year renewal terms

Item 3. Legal Proceedings

      Benjamin Franklin Bancorp is not involved in any legal proceedings other than routine legal proceedings occurring in the ordinary course of business. Management believes that those routine legal proceedings involve, in the aggregate, amounts that are immaterial to the financial condition and results of operations of Benjamin Franklin Bancorp.

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Item 4. Submission of Matters to a Vote of Security Holders

      Not applicable.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

      (a)(1) Market Information.

      The Company’s common stock began trading on the NASDAQ Stock Exchange under the symbol ‘BFBC’ on April 5, 2005. Before that, the Company was a mutual holding company and had never issued capital stock. The following table sets forth the high and low prices of our common stock and the dividends declared per share for the periods indicated:

					Dividends Declared
2005	High		Low		per Share
First Quarter	$	—	$	—	$	—
Second Quarter		11.59		9.91		—
Third Quarter		14.40		11.11		0.03
Fourth Quarter		14.80		13.20		0.03

      (a)(2) Holders.

      As of December 31, 2005, there were 8,488,898 shares of common stock outstanding, which were held by approximately 1,440 registered holders and an estimated 2,790 beneficial holders.

      (a)(3) Dividends.

      The Company began paying quarterly dividends on its common stock in the third quarter of 2005 and currently intends to continue to do so for the foreseeable future. The payment of dividends will depend upon a number of factors, including capital requirements, Benjamin Franklin Bancorp’s and Benjamin Franklin Bank’s financial condition and results of operations, tax considerations, statutory and regulatory limitations and general economic conditions. No assurances can be given that any dividends will be paid or that, if paid, will not be reduced or eliminated in the future.

      The only funds available for the payment of dividends on the capital stock of Benjamin Franklin Bancorp will be cash and cash equivalents held by Benjamin Franklin Bancorp, dividends paid by Benjamin Franklin Bank to Benjamin Franklin Bancorp and borrowings. Benjamin Franklin Bank will be prohibited from paying cash dividends to Benjamin Franklin Bancorp to the extent that any such payment would reduce Benjamin Franklin Bank’s capital below required capital levels or would impair the liquidation account to be established for the benefit of Benjamin Franklin Bank’s eligible account holders and supplemental eligible account holders at the time of the conversion.

      FDIC regulations limit Benjamin Franklin Bank’s ability to pay dividends to Benjamin Franklin Bancorp under certain circumstances. For example, Benjamin Franklin Bank could not pay dividends if it was not in compliance with applicable regulatory capital requirements. In addition, Massachusetts law provides that dividends may not be declared, credited or paid by Benjamin Franklin Bank so long as there is any impairment of capital stock. No dividend may be declared on Benjamin Franklin Bank’s common stock for any period other than for which dividends are declared upon preferred stock, except as authorized by the Massachusetts Commissioner of Banks. The approval of the Commissioner is also required for Benjamin Franklin Bank to declare a dividend, if the total of all dividends declared by it in any calendar year shall exceed the total of its net profits for that year combined with its retained net profits of the preceding two years, less any required transfer to surplus or a fund for the retirement of any preferred stock.

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      (a)(4) Securities Authorized for Issuance under Equity Compensation Plans.

      Not applicable.

      (b) Not applicable.

      (c) Repurchases of Equity Securities.

      The Company’s employee stock ownership plan, an affiliated purchaser, purchased the following shares of the Company’s common stock during the fourth quarter of 2005:

					(c) Total Number of		(d) Maximum Number (or
	(a) Total				Shares Purchased		Approximate Dollar Value) of
	Number of		(b) Average		as Part of Publicly		Shares That May yet be
	Shares		Price Paid per		Announced Plans or		Purchased Under the Plans or
Period	Purchased		Share		Programs(1)		Programs(1)
October 1-31		45,494	$	13.77		45,494		0
November 1-30		0				0		0
December 1-31		0				0		0

(1)  In a press release issued on March 31, 2005 and in a Current Report on Form 8-K filed on April 1, 2005, the Company announced that its employee stock ownership plan (the “ESOP”) intended to purchase in the public offering after market up to 478,194 shares of the Company’s common stock, or 8% of the shares sold in the offering and issued to the Benjamin Franklin Bank Charitable Foundation. In the second and third quarters of 2005, the ESOP purchased 432,700 shares, resulting in a total of 478,194 shares purchased through December 31, 2005, the maximum provided for in the ESOP.

Item 6. Selected Financial Data

      The following tables contain certain information concerning the consolidated financial position and results of operations of Benjamin Franklin Bancorp at the dates and for the periods indicated. This information should be read in conjunction with the Consolidated Financial Statements of Benjamin Franklin Bancorp, Inc. and Subsidiaries and notes thereto appearing in Item 8 of this Annual Report and Management’s Discussion and Analysis appearing in Item 7 of this Annual Report.

	At December 31,
	2005		2004		2003		2002		2001
	(Dollars in thousands)
Selected Financial Condition Data:
Total assets	$	867,057	$	517,393	$	458,844	$	452,230	$	430,084
Loans, net		605,132		383,373		288,862		261,933		257,566
Securities(2)		132,500		93,262		110,254		114,728		86,136
Deposits		611,673		396,499		380,257		373,300		360,979
Short-term borrowings		—		4,250		—		—		—
Long-term debt(1)		140,339		81,000		45,000		45,000		36,000
Stockholders’ equity		108,112		31,328		29,301		29,814		26,937

(1)	Long-term debt includes advances from the Federal Home Loan Bank of Boston, secured borrowings and subordinated debt. See “Business of Benjamin Franklin Bancorp — Sources of Funds — Borrowings.”
(2)	Includes restricted equity securities.

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	For the Years Ended December 31,
	2005(1)		2004			2003		2002		2001
	(Dollars in thousands)
Selected Operating Data:
Interest and dividend income	$	35,135	$	20,795		$	19,532	$	21,406	$	26,441
Interest expense		13,117		7,032			6,752		7,594		12,397
Net interest income		22,018		13,763			12,780		13,812		14,044
Provision for loan losses		686		620			625		1,412		51
Net interest income after provision for loan losses		21,332		13,143			12,155		12,400		13,993
Non-interest income		3,487		2,148			2,990		1,285		1,752
Gain (loss) on sales of securities, net		—		(24	)		86		1,569		(2,529	)
Non-interest expense		23,276		12,686			12,724		12,115		11,565
Income before income tax expense		1,543		2,581			2,507		3,139		1,651
Income tax expense		1,112		892			819		443		1,610
Net income	$	431	$	1,689		$	1,688	$	2,696	$	41
Dividends paid per common share:(2)	$	0.06		n/a			n/a		n/a		n/a
Earnings per share (basic and diluted):(2)		n/a		n/a			n/a		n/a		n/a

(1)

Operating results for 2005 reflect the acquisition of Chart Bank, the conversion from mutual to stock form, and the $4.0 million pre-tax contribution to the Benjamin Franklin Bank Charitable Foundation, all occurring on April 4, 2005. For further information refer to Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

(2)

The Company’s mutual-to-stock conversion was completed on April 4, 2005. Because shares were not issued and outstanding for the entire period, earnings per share have not been reported for the year ended December 31, 2005. Earnings per share (both basic and diluted) were $.16 in each of the third and fourth quarters of 2005. Cash dividends paid per share were $.03 in each of the third and fourth quarters of 2005.

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	At or For the Years Ended December 31,
	2005			2004			2003			2002			2001
Selected Financial Ratios and Other Data:
Performance Ratios:
Return on average assets (ratio of net income to average total assets)		0.06	%		0.34	%		0.36	%		0.61	%		0.01	%
Return on average equity (ratio of net income to average equity)		0.49	%		5.59	%		5.65	%		9.45	%		0.16	%
Net interest rate spread(1)		2.79	%		2.63	%		2.76	%		3.32	%		3.30	%
Net interest margin(2)		3.21	%		3.00	%		2.98	%		3.47	%		3.51	%
Efficiency ratio(3)		67.79	%		79.09	%		84.78	%		75.69	%		72.84	%
Non-interest expense to average total assets		2.99	%		2.58	%		2.73	%		2.76	%		2.64	%
Average interest-earning assets to average interest bearing liabilities		121.90	%		123.91	%		114.38	%		108.04	%		106.92	%
Asset Quality Ratios:
Non-performing assets to total assets		0.05	%		0.07	%		0.10	%		0.00	%		0.04	%
Non-performing loans to total loans		0.08	%		0.09	%		0.16	%		0.00	%		0.06	%
Allowance for loan losses to total loans		0.93	%		0.82	%		0.87	%		0.88	%		0.46	%
Capital Ratios:
Equity to total assets at end of year		12.47	%		6.05	%		6.39	%		6.59	%		6.26	%
Average equity to average assets		11.36	%		6.13	%		6.42	%		6.49	%		5.82	%
Risk-based capital ratio at end of year		14.89	%		12.48	%		13.94	%		13.54	%		9.65	%
Other Data:
Number of full service offices		9			6			6			6			6

(1)	The net interest rate spread represents the difference between the weighted-average yield on interest-earning assets and the weighted-average cost of interest-bearing liabilities for the period.
(2)	The net interest margin represents net interest income as a percent of average interest-earning assets for the period.
(3)	The efficiency ratio represents operating expense minus expenses related to the amortization of intangible assets and the contribution to the Benjamin Franklin Bank Charitable Foundation divided by the sum of net interest income (before the loan loss provision) plus other income (excluding net gains (losses) on sale of bank assets).

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

      This section is intended to help readers understand the financial performance of Benjamin Franklin Bancorp and Benjamin Franklin Bank through a discussion of the factors affecting our financial condition at December 31, 2005, 2004 and 2003 and our consolidated results of operations for the years ended December 31, 2005, 2004 and 2003. This section should be read in conjunction with the consolidated financial statements and notes to the consolidated financial statements that appear in Item 8 of this Annual Report. In this section, we sometimes refer to Benjamin Franklin Bank and Benjamin Franklin Bancorp together as “Benjamin Franklin” since the financial condition and results of operation of Benjamin Franklin Bancorp closely reflect the financial condition and results of operation of its sole operating subsidiary, Benjamin Franklin Bank.

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      The discussion beginning in the “Overview” section below reviews the Company’s performance for the 2005 and 2004 years. In 2006, there are several factors that may serve to reduce the Company’s earnings below current levels:

•  The Company is committed to opening new branches, most likely in the markets contiguous to its existing branch communities. One such location has already been identified in Wellesley Hills, Massachusetts, where the Company expects to open a branch in mid-2006. Management estimates the annual direct costs of operating this branch at $610,000. This branch opening, and any others that occur, are likely reduce the Company’s earnings until such time as they attain profitability.

•  The Company experienced net interest margin (“NIM”) compression in the fourth quarter of 2005, due to the effect of increased price competition for certificate accounts and the continued flattening of the Treasury yield curve, which had the effect of reducing the spread between the Company’s earning assets and its core deposit accounts. Management expects that the Company’s NIM will contract further in 2006 as a result of the relatively flat yield curve and continued competitive pressure on both certificate and money market account interest rates. Interest rates on money market accounts in particular have tended to lag the rise in market interest rates over the past year, and management considers it likely that those rates will rise significantly in the coming months.

•  The Board of Directors has adopted the Benjamin Franklin Bancorp, Inc. Stock Incentive Plan (the “Plan”), subject to approval by the stockholders. The Company anticipates that compensation expense will increase as a result of this Plan, as follows:

•  the stock-based incentive plan would award 239,096 shares of restricted stock to eligible participants, which would be expensed as the awards vest. Assuming that all shares of restricted stock under the stock-based incentive plan are awarded at a price of $14.07 per share (the Company’s market price per share at of the close of business on December 31, 2005), and that the awards vest over a five year period, the corresponding annual expense (pre-tax) associated with shares awarded under the stock-based incentive plan would be approximately $673,000. The actual expense of the restricted stock awards granted under the stock-based incentive plan will be determined by the fair market value of the stock on the grant date, which might be different than $14.07 per share;

•  the stock-based incentive plan would grant options to acquire common stock equal to 597,741 shares to eligible participants, which would be expensed as the awards vest. Using the Black-Scholes option pricing model, assuming that all option grants are made at a grant-date share price and option exercise price of $14.07 and that options vest over a 5 year period, the options would be valued at $2,365,000 and the corresponding annual expense (pre-tax) associated with options granted under the stock-based incentive plan would be approximately $473,000. The actual expense of the options granted will be determined by the results of the Black-Scholes option pricing model at the date of grant for the actual period under measurement. The assumptions and factors considered in this pricing model will include the grant-date share price and option exercise price, the dividend yield, if any, the expected option life, the option vesting period, the risk-free interest rate, and the volatility rate for the stock, all of which may differ from the information used herein to estimate the effect of stock option grants on future earnings.

Overview

      Income. Benjamin Franklin Bancorp’s results of operations are dependent mainly on net interest income, which is the difference between the income earned on its loan and investment portfolios and interest expense incurred on its deposits and borrowed funds. Results of operations are also affected by fee income from banking and non-banking operations, provisions for loan losses, gains (losses) on sales of loans and securities available for sale, loan servicing income and other miscellaneous income.

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      Expenses. Benjamin Franklin’s expenses consist primarily of compensation and employee benefits, office occupancy, technology, marketing, general administrative expenses and income tax expense.

      Results of operations are also significantly affected by general economic and competitive conditions, particularly with respect to changes in interest rates, government policies and actions of regulatory authorities. Future changes in applicable law, regulations or government policies may materially impact Benjamin Franklin’s financial condition and results of operations.

Critical Accounting Policies

      Critical accounting policies are those that involve significant judgments and assessments by management, and which could potentially result in materially different results under different assumptions and conditions. Benjamin Franklin considers the following to be critical accounting policies:

      Allowance for Loan Losses. This accounting policy is considered critical due to the high degree of judgment involved, the subjectivity of the underlying assumptions used, and the potential for changes in the economic environment that could result in material changes in the amount of the allowance for loan losses considered necessary. The allowance is evaluated on a regular basis by management and is based on a periodic review of the collectibility of the loans in light of historical experience, the nature and size of the loan portfolio, adverse situations that may affect borrowers’ ability to repay, the estimated value of any underlying collateral and prevailing economic conditions. For a full discussion of the allowance for loan losses, please refer to “Business — Asset Quality” in Item 1.

      Income Taxes. Benjamin Franklin uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance related to deferred tax assets is established when, in management’s judgment, it is more likely than not that all or a portion of such deferred tax assets will not be realized. Deferred tax assets applicable to capital loss carryforwards that expire in 2006 are recoverable only to the extent that capital gains can be realized during the carryforward period. Accordingly, given Benjamin Franklin’s limited opportunity to realize capital gains through the sale of capital assets within the required timeframe, management has provided a valuation allowance of $2.7 million against 100% of the deferred tax assets related to capital loss carryforwards at December 31, 2005. This valuation allowance is assessed periodically for recoverability. The judgments applied by management consider the likelihood that capital gain income will be realized within the carryforward period in light of Benjamin Franklin’s tax planning strategies and changes in market conditions.

      Intangible Assets. Benjamin Franklin considers accounting for goodwill to be critical because significant judgment is exercised in performing periodic valuations of this asset, which arose through the acquisitions of Chart Bank and Foxboro National Bank. Goodwill is evaluated for potential impairment on an annual basis as of each December 31st, or more frequently if events or circumstances indicate a potential for impairment. At the time of each acquisition, the operations of Chart Bank and Foxboro National Bank were combined with the operations of Benjamin Franklin based on similar economic characteristics. Accordingly, discrete financial information is not separately maintained to evaluate the operating results of the former Chart Bank and Foxboro National Bank and, as a result, in performing a goodwill impairment evaluation, Benjamin Franklin measures the fair value of the entire company, rather than that of each of the acquired banks. If impairment is detected, the carrying value of goodwill is reduced through a charge to earnings. The evaluation of goodwill involves estimations of discount rates and the timing of projected future cash flows, which are subject to change with changes in economic conditions and other factors. Such changes in the assumptions used to evaluate this intangible asset affect its value and could have a material adverse impact on Benjamin Franklin’s results of operations.

      This discussion has highlighted those accounting policies that management considers to be critical, however all accounting policies are important, and therefore the reader is encouraged to review each of the policies included in Note 1 to the Consolidated Financial Statements to gain a better understanding of how Benjamin Franklin’s financial performance is measured and reported.

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Analysis of Net Interest Income

      Net interest income represents the difference between income on interest-earning assets and expense on interest-bearing liabilities. Net interest income also depends upon the relative amounts of interest-earning assets and interest-bearing liabilities and the interest rates earned or paid on them.

      The following tables set forth average balance sheets, average yields and costs, and certain other information for the periods indicated. Most average balances are daily average balances. Non-accrual loans were included in the computation of average balances, but have been reflected in the table as loans carrying a zero yield. The yields set forth below include the effect of deferred fees, discounts and premiums that are amortized or accreted to interest income or expense.

		Years Ended December 31,
		2005						2004						2003
		Average						Average						Average
		Outstanding				Yield/		Outstanding				Yield/		Outstanding				Yield/
		Balance		Interest		Rate		Balance		Interest		Rate		Balance		Interest		Rate
		(Dollars in thousands)
Interest-earning assets:
Loans		$	547,542	$	30,409		5.56%	$	338,198	$	17,320		5.12%	$	270,343	$	15,530		5.74%
Securities			120,007		4,211		3.51%		107,122		3,336		3.11%		122,570		3,450		2.81%
Short-term Investments			18,701		515		2.75%		13,367		139		1.04%		35,293		552		1.56%
	Total interest-earning assets		686,250		35,135		5.13%		458,687		20,795		4.53%		428,205		19,532		4.56%
Non-interest-earning assets			91,508						33,838						37,495
	Total assets	$	777,758					$	492,525					$	465,700
Interest-bearing liabilities:
Savings deposits		$	102,781		518		0.50%	$	98,753		490		0.50%	$	93,501		465		0.50%
Money market			95,638		1,553		1.62%		53,246		535		1.00%		48,256		392		0.81%
NOW accounts			31,742		63		0.20%		23,657		36		0.15%		60,751		92		0.15%
Certificates of deposits			222,500		6,366		2.86%		134,034		3,305		2.47%		126,856		3,538		2.79%
	Total deposits		452,661		8,500		1.88%		309,690		4,366		1.41%		329,364		4,487		1.36%
Borrowings			110,281		4,617		4.19%		60,497		2,666		4.41%		45,001		2,265		5.03%
	Total interest-bearing liabilities		562,942		13,117		2.34%		370,187		7,032		1.90%		374,365		6,752		1.80%
Non-interest bearing liabilities			126,455						92,124						61,454
	Total liabilities		689,397						462,311						435,819
Equity			88,361						30,214						29,881
	Total liabilities and equity	$	777,758					$	492,525					$	465,700
Net interest income				$	22,018					$	13,763					$	12,780
Net interest rate spread(1)							2.79%						2.63%						2.76%
Net interest-earning assets(2)		$	123,308					$	88,500					$	53,840
Net interest margin(3)							3.21%						3.00%						2.98%
Average of interest-earning assets to interest-bearing liabilities							121.90%						123.91%						114.38%

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(1)	Net interest rate spread represents the difference between the weighted-average yield on interest-earning assets and the weighted-average cost of interest-bearing liabilities.
(2)	Net interest-earning assets represents total interest-earning assets less total interest-bearing liabilities.
(3)	Net interest margin represents net interest income divided by average total interest-earning assets.

      The following table presents the dollar amount of changes in interest income and interest expense for the major categories of Benjamin Franklin’s interest-earning assets and interest-bearing liabilities. Information is provided for each category of interest-earning assets and interest-bearing liabilities with respect to (i) changes attributable to changes in volume (i.e., changes in average balances multiplied by the prior-period average rate) and (ii) changes attributable to rate (i.e., changes in average rate multiplied by prior-period average balances). For purposes of this table, changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately to the change due to volume and the change due to rate.

		Years Ended December 31,							Years Ended December 31,
		2005 vs. 2004							2004 vs. 2003
		Increase (Decrease)							Increase (Decrease)
		Due to					Total		Due to						Total
							Increase								Increase
		Volume		Rate			(Decrease)		Volume			Rate			(Decrease)
		(Dollars in thousands)
Interest-earning assets:
	Loans	$	11,518	$	1,571		$	13,089	$	3,898		$	(2,108	)	$	1,790
	Securities		426		449			875		(435	)		321			(114	)
	Short-term investments		74		302			376		(343	)		(70	)		(413	)
Total interest-earning assets			12,018		2,322			14,340		3,120			(1,857	)		1,263
Interest-bearing liabilities:
	Savings deposits		20		8			28		25			—			25
	Money market accounts		574		444			1,018		40			103			143
	NOW accounts		14		13			27		(56	)		—			(56	)
	Certificates of deposit		2,463		598			3,061		200			(433	)		(233	)
Total deposits			3,071		1,063			4,134		209			(330	)		(121	)
Short-term borrowings and long-term debt			2,091		(140	)		1,951		514			(113	)		401
Total interest-bearing liabilities			5,162		923			6,085		723			(443	)		280
Change in net interest income		$	6,856	$	1,399		$	8,255	$	2,397		$	(1,414	)	$	983

Comparison of Financial Condition At December 31, 2005 and December 31, 2004

      Total Assets. Total assets increased by $349.7 million, or 67.6%, from $517.4 million at December 31, 2004 to $867.1 million at December 31, 2005. This increase was primarily the result of the Chart Bank acquisition ($290.4 million), supplemented by internal growth ($59.3 million).

      The Chart Bank acquisition added $290.4 million to total assets on April 4, 2005, consisting primarily of loans ($184.0 million), investments and short-term investments ($39.3 million), and goodwill and other intangibles ($35.0 million). Internal asset growth of $59.3 million was concentrated in loans and cash and cash equivalents, totaling $37.7 and $20.1 million, respectively.

      Cash and Short-term Investments. Cash and correspondent bank balances increased by $51.5 million to $65.8 million as of December 31, 2005 when compared to December 31, 2004. Of that increase, $37.2 million consists of cash supplied to ATM customers of Creative Strategic Solutions, Inc. (“CSSI”). CSSI is a wholly owned subsidiary of Benjamin Franklin Bank that supplies cash to ATMs owned by

46

independent service organizations and provides related cash management services to a nationwide customer base. Over the yearly period, short-term investments, comprised of overnight fed funds sold ($10.8 million) and money market funds ($1.3 million), increased $6.5 million to $12.1 million at December 31, 2005. The higher level of short-term investments at period-end was precipitated by normal fluctuations in the Bank’s short-term liquidity accounts.

      Securities. The investment portfolio totaled $132.5 million at December 31, 2005, an increase of 42.1%, or $39.3 million, from $93.3 million at December 31, 2004. $36.1 million of this increase represented the acquisition of the Chart Bank securities portfolio, which consisted primarily of Government-sponsored enterprise obligations. During the year 2005, Government-sponsored enterprise obligations increased by $52.2 million, while mortgage-backed securities decreased $15.6 million. Management chose to reinvest principal pay-downs on its mortgage-backed securities into other investments, primarily Government-sponsored enterprise obligations, and into loans.

      Net Loans. Net loans as of December 31, 2005 were $605.1 million, an increase of $221.8 million, or 57.8%, over net loan balances of $383.4 million as of December 31, 2004. Net loans represented 69.8% of total assets at December 31, 2005. While the Chart Bank acquisition accounted for $184.0 million of the year’s growth, another $37.8 million of net growth was generated internally, primarily in commercial real estate loans. The Company is committed to expanding its commercial lending business, and increased the size of its commercial lending staff to twelve persons by year-end 2005, compared to four at year-end 2004. Investments were also made in expanding commercial credit analysis, processing, review and monitoring resources to support this growth effort. Year-over-year increases in commercial loan categories include commercial real estate ($123.1 million), construction ($31.7 million), and commercial business ($14.8 million), resulting in commercial loans comprising 47.3% of total loans, compared to 30.8% at December 31, 2004. In addition to the commercial loan growth, the residential mortgage and home equity loan portfolios increased by $45.1 and $9.2 million, respectively.

      Deposits. Deposits increased by $215.2 million to $611.7 million at December 31, 2005, an increase of 54.3% over a total of $396.5 million at December 31, 2004. The $215.2 million increase in the Bank’s deposits is attributable to an increase of $217.4 million in deposits as a result of the Chart Bank acquisition, offset by a $2.2 million decline since December 31, 2004. While all deposit categories increased year-over-year, the largest increases were in certificates of deposit ($125.6 million), money market accounts ($41.2 million) and demand accounts ($36.6 million).

      The Company experienced a shift in deposit mix during the year 2005, as deposit customers displayed a marked preference toward certificates of deposits as compared to other interest-bearing deposit products, such as savings, NOW, or money market accounts. Excluding $93.8 million absorbed in the Chart Bank acquisition, certificate balances increased by $31.8 million over the twelve-month period ending December 31, 2005. Conversely, savings and money market categories had net outflows of $13.7 and $20.1 million, respectively, exclusive of the acquired balances. The Company’s recent experience has shown that, as short-term interest rates have risen gradually over the past two years, customers have been more aggressive in seeking competitive market yields for their deposit dollars.

      Borrowed Funds. Borrowed funds of $140.3 million at December 31, 2005 primarily include Federal Home Loan Bank of Boston (“FHLBB”) borrowings of $128.9 million and $9.0 million in subordinated debt. FHLBB borrowings increased during 2005 by $56.9 million, including $25.4 million provided in the Chart Bank acquisition. Of the borrowed funds acquired from Chart, $20.5 million matured during the second and third quarters of 2005. Those borrowings and the remainder of the net increase, or $36.4 million, were replaced by new FHLBB borrowings with original maturities of three to five years. The $9.0 million balance in subordinated debt was unchanged during 2005.

      Stockholders’ Equity. Total stockholders’ equity was $108.1 million as of December 31, 2005, an increase of $76.8 million compared to $31.3 million at December 31, 2004. The increase was primarily attributable to the Company’s mutual-to-stock conversion and issuance of shares in connection with the acquisition of Chart Bank. The components of the net increase were: a) the recording of common stock and additional paid-in capital in the initial public offering in the amount of $53.7 million, net of offering

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expenses of $2.1 million, b) shares issued to the Benjamin Franklin Bank Charitable Foundation in the amount of $4.0 million, c) shares issued to Chart Bank shareholders in the amount of $25.1 million, d) net income of $431,000, net of e) a decrease due to dividends paid to shareholders in the amount of $486,000, f) a reduction of $657,000 in other comprehensive income resulting from a decrease in the fair market value of investments available for sale, and g) a decrease of $5.4 million, representing the valuation of common shares purchased and held by the employee stock ownership plan.

Comparison of Operating Results For The Year Ended December 31, 2005 and December 31, 2004

      Net Income. Net income for the year ended December 31, 2005 was $431,000, $1.3 million lower than the $1.7 million in net income for the year 2004. The reduction in net income was primarily a result of two non-recurring charges incurred in the second quarter of 2005: 1) a $2.4 million after-tax contribution made to the Benjamin Franklin Bank Charitable Foundation, and 2) the recognition of a net after-tax loss of $1.0 million on the sale/write-down of bank-owned land. Significant increases in net interest income and non-interest income, due to the acquisition of the operations of Chart Bank and to internally generated balance sheet growth, partially offset the non-recurring charges. Operating expenses also increased significantly year-over-year due to the addition of Chart Bank’s operations, as well as to higher costs related to generating internal growth and meeting the demands of operating as a public company.

      Net Interest Income. Net interest income increased $8.3 million to $22.0 million for the year ended December 31, 2005, up 60.0% from $13.8 million for the year ended December 31, 2004. The 60% increase was the result of an increase in average interest-earning assets of $227.6 million, greater than the increase in average interest-bearing liabilities of $192.8 million, and to a 21 basis point increase in the net interest margin. The funds received in the Company’s public stock offering and an increase in non-interest bearing deposit accounts were the primary reasons that average interest-earning assets grew by more than average interest-bearing liabilities in 2005, when compared to 2004.

      The increase in average interest-earning assets was due primarily to the Chart Bank acquisition, as $220.2 million of interest-earning assets were acquired on April 4, 2005, including $184.0 million in net loans. Internally generated growth in loans outstanding, exclusive of the addition of the Chart Bank loan portfolio, represented the remaining increase in average interest-earning assets. As a whole, average loan balances increased $209.3 million year-over-year. The yield on average interest-earning assets increased by 60 basis points year-over-year, due to an increase in market interest rates overall and the favorable mix of the assets acquired from Chart Bank.

      Funding liabilities also increased due to the Chart Bank acquisition on April 4, 2005, including $217.4 million in deposits and $25.4 million of borrowed funds. Including the acquisition, interest-bearing deposits grew $143.0 million on average, while the average balances of outstanding borrowings increased by $49.8 million. Rates paid on interest-bearing liabilities increased by 44 basis points, as a 47 basis point increase in deposit costs was partially offset by a reduction in the weighted average rate paid on borrowed funds.

      Interest Income. Interest income for the year ended December 31, 2005 was $35.1 million, an increase of $14.3 million or 69.0% compared to $20.8 million earned in the prior year. Most of the increase was the result of the $227.6 million increase in average interest earning assets, augmented by a sizable 60 basis point increase in the yield earned on average interest-earning assets. The increase in average interest-earning assets was primarily the result of the acquisition of Chart Bank and the Company’s public stock offering. The largest increase occurred in average loan balances ($209.3 million) due to the acquisition of the $184.0 million Chart Bank loan portfolio and internally generated growth. By itself, the $209.3 million increase in average loan balances year-over-year resulted in $11.5 million in growth of interest income. Increases in average balances of securities and short-term investments of $12.9 million and $5.3 million, respectively, were also related to both the acquisition of Chart Bank and the stock offering. The increases in yields earned on securities and short-term investments of 40 basis points and 171 basis points, respectively, were due mainly to the increase in market interest rates during the last two

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years. The increase in the loan yield of 44 basis points was due to the increase in market interest rates, the addition of the Chart Bank loan portfolio, which was more heavily weighted toward higher-yielding commercial loans than that of Benjamin Franklin, and to internally-generated growth in higher-yielding commercial loans.

      Interest Expense. Interest expense for the year ended December 31, 2005 increased by $6.1 million, or 86.5%, to $13.1 million as compared to $7.0 million for the year ended December 31, 2004. Much of the increase was the result of the $192.8 million increase in average interest-bearing liabilities, in addition to a 44 basis point increase in their rate paid.

      The $192.8 million increase in average interest-bearing liabilities was caused primarily by the Chart Bank acquisition, which added $242.8 million to the Company’s funding liabilities (including non-interest bearing demand deposits) on April 4, 2005. Overall, average interest-bearing deposits increased $143.0 million year-over-year, while borrowed funds increased by $49.8 million.

      A 47 basis point increase in the average rate paid on interest-bearing deposits during the year 2005 was due in part to the increase in market interest rates, the composition of the Chart Bank deposit base, which had a greater proportion of higher-cost certificate balances than did that of Benjamin Franklin, and a trend, particularly late in the year, toward CD demand as compared to other types of deposits. With gradually rising market interest rates, the Company and other financial institutions in its market area responded to customer demand by increasing their rates paid on CD accounts. Within the Company’s deposit portfolio, the average balance of CDs increased by $88.5 million year-over-year, while the other interest-bearing deposit categories combined increased $54.5 million. Outside of CDs and money market accounts, the Company was generally able to restrain from raising its deposit rates in 2005. The cost of borrowed funds dropped by 22 basis points year-over-year, as borrowings acquired from Chart Bank were at lesser rates than that of Benjamin Franklin.

      Provision for Loan Losses. The Company records a provision for loan losses as a charge to its earnings when necessary in order to maintain the allowance for loan losses at a level sufficient to absorb potential losses inherent in the loan portfolio. Refer to “Business — Asset Quality” for additional information about the Company’s methodology for establishing its allowance for loan losses. Loan loss provisions were $686,000 and $620,000 during the years ended December 31, 2005 and 2004, respectively. Provisions in both years were primarily reflective of growth in the loan portfolio, as net charge-offs/ recoveries in both years were nominal. At December 31, 2005, the allowance for loan losses totaled $5.7 million, or 0.93% of the loan portfolio, compared to $3.2 million, or 0.82%, of total loans at December 31, 2004. The increase in the allowance for loan losses as a percentage of the loan portfolio was primarily due to an increase in the proportion of commercial loans in the portfolio.

      Non-interest Income. Non-interest income for the year ended December 31, 2005 rose to $3.5 million, an increase of $1.4 million, or 64.2%, when compared to $2.1 million earned during the year ended December 31, 2004. This increase was produced primarily by growth in fee-based deposit accounts and the acquisition of Chart Bank. Non-interest income was also adversely impacted by a $1.0 million net loss on the sale/write-down of bank-owned land in June 2005.

      During the second quarter of 2005, two parcels of land that had been held as future branch sites were sold for an aggregate gain of $380,000. A third parcel that had been held as a future branch site was written down by $1.4 million to its estimated net fair market value, once the decision was made by the Company to market the parcel for sale. The Company’s determination to sell the property followed a decision by the town planning board to reject the Company’s proposed plans for combined retail-banking development of the parcel, after the Company had reworked the plans to deal with the concerns previously raised by the planning board. Although the Company’s Executive Committee considered whether to again revise and resubmit development plans that would be acceptable both to the Company and the planning board, the Committee decided that under the circumstances it would not continue to pursue its combined retail-banking development plans. This decision was consistent with the Company’s emerging strategy of opting in favor of leasing rather than owning future branch locations. The Company’s current strategy

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contemplates the opening of new branches over the next few years, and in all likelihood future branch locations will be leased rather than owned.

      Exclusive of the land transactions, non-interest income increased by $2.4 million, or 112.2%, during the year 2005. The Chart Bank acquisition provided a new non-interest income source, fees earned on ATM servicing performed by CSSI, which yielded $1.6 million in revenues. CSSI provides cash to ATMs owned by independent service organizations nationwide. Fees are collected from the independent service organizations for managing the ATMs and for the use of the cash in the machines. Other significant revenue increases year-over-year included deposit service fees ($351,000), loan servicing fees ($188,000) and miscellaneous income ($117,000). Growth in fees earned on deposit accounts and miscellaneous income was mainly the result of the addition of the Chart Bank deposit accounts and branch locations, plus the addition of a new overdraft checking account offering to the Bank’s product line. Increases in loan servicing fees were a combination of higher fees collected on commercial loan transactions (primarily prepayment penalties and late charges) and a reduction in the amortization of mortgage servicing rights.

      Non-interest Expense. Non-interest expense for the year ended December 31, 2005 was $23.3 million, an increase of $10.6 million, or 83.4%, when compared to $12.7 million incurred during the year ended December 31, 2004. Non-interest expenses increased significantly year-over-year due primarily to the acquisition of Chart Bank, expansion of the Company’s lending capabilities and the stock conversion, which has brought new costs associated with operating a public company. Also contributing to the rise was a $4.0 million contribution made to the Benjamin Franklin Bank Charitable Foundation in April of 2005. The contribution to the Foundation was one-time in nature, as the Company has no intention of making future contributions to the Foundation. Excluding the contribution, the increase in non-interest expenses would have been $6.6 million, or 51.9%.

      The largest year-over-year increase in non-interest expense was in salaries and employee benefits expenses, which increased $2.4 million, or 32.0%, to $9.9 million for the year ended December 31, 2005. The increase was primarily attributable to the acquisition of Chart Bank and to a lesser degree to the addition of loan origination and support staff in 2005. Occupancy and equipment expenses increased $964,000, or 68.4%, to $2.4 million for the year ended December 31, 2005. This increase was mainly due to the addition of costs associated with Chart Bank’s three branch locations and its former corporate headquarters. The rental expense associated with the lease of the headquarters location ceased at the end of July 2005. Increases in data processing costs ($381,000 or 28.2%) and other general and administrative expenses ($2.2 million or 106.7%) were both due primarily to the effect of adding Chart Bank operations. Other general and administrative expenses for the year ended December 31, 2005 included non-cash charges of $1.4 million for the amortization of core deposit intangible assets, $1.2 million higher than the comparable period in 2004. This increase was entirely associated with the 2005 Chart Bank acquisition. Other large year-over-year increases in other general and administrative expenses included marketing and advertising, insurance premiums, postage and supplies, and directors’ fees. The increase in marketing costs was primarily due to branding efforts in the Chart Bank market area subsequent to the acquisition. Directors’ fees increased with the addition of six new Board members from Chart Bank, as a result of increases to the Board fee structure due to the increased responsibilities of being a director of a public company, and due to the implementation of a retirement plan for directors. Professional fees increased $648,000, or 173.7%, to $1.0 million for the year ended December 31, 2005. This increase was due primarily to increased legal, consulting, audit and investor relations fees, such increases consistent with the Company’s new status as a public company.

      Income Taxes. Income tax expense was $1.1 million for the year ended December 31, 2005, an increase of $220,000, or 24.7%, from the $892,000 recorded for the year ended December 31, 2004. The effective tax rates for the 2005 and 2004 years were 72.1% and 34.6%, respectively. The significant increase in the effective tax rate in the year 2005 was primarily a function of the bank-owned land transactions. No tax benefit was recognized on the $1.0 million net loss on sale/write-down of bank-owned land.

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Comparison of Financial Condition At December 31, 2004 and December 31, 2003

      Total Assets. Total assets increased by $58.5 million, or 12.8%, from $458.8 million at December 31, 2003 to $517.4 million at December 31, 2004. This increase was largely the result of an increase in the loan portfolio, offset by reductions in cash, short-term investments and securities.

      Cash and Short-term Investments. Cash and correspondent bank balances decreased by $6.0 million to $8.7 million as of December 31, 2004 when compared to December 31, 2003. Over the same period, short-term investments, comprised of overnight fed funds sold and money market funds, decreased $15.5 million to $5.5 million at December 31, 2004. These reductions in short-term liquidity served primarily to fund increases in Benjamin Franklin Bank’s loan portfolio.

      Securities. The investment portfolio totaled $93.3 million at December 31, 2004, a decrease of $17.0 million, or 15.4%, from $110.3 million at December 31, 2003. This reduction, caused by net pay-downs in mortgage-backed securities totaling $25.4 million, offset by increases in holdings of Government-sponsored enterprise securities and corporate bonds totaling $3.7 million and $5.0 million, respectively, was used to fund growth in Benjamin Franklin Bank’s loan portfolio.

      Net Loans. Net loans as of December 31, 2004 were $383.4 million, an increase of $94.5 million, or 32.7%, over net loan balances of $288.9 million as of December 31, 2003. Loan growth occurred in most product categories, including residential mortgage loans ($69.0 million), commercial real estate ($17.3 million), construction ($4.7 million), and consumer ($5.0 million), offset by a decline in commercial business loans ($1.2 million). The significant growth in residential mortgage loans can be attributed to the attractive rates offered on adjustable-rate mortgages and 15-year bi-weekly mortgage loans.

      Deposits. Deposits increased by $16.2 million to $396.5 million at December 31, 2004, an increase of 4.3% over balances of $380.3 million at December 31, 2003. The largest increases came in certificates of deposit ($13.9 million), money market accounts ($3.1 million) and demand accounts ($2.0 million), offset by a decline in checking accounts ($2.2 million). The deposit increases overall were the result of Benjamin Franklin Bank’s continued marketing and promotional efforts in its market area, including efforts to remain competitive in all of its deposit product offerings.

      Borrowed Funds. Funds borrowed from the Federal Home Loan Bank of Boston increased by $40.3 million to $76.3 million at December 31, 2004, a 111.9% increase over balances of $36.0 million as of December 31, 2003. These additional funds were borrowed in order to fund the continued growth in the Bank’s loan portfolio during the year ended December 31, 2004. The $9.0 million balance in subordinated debt remained unchanged from December 31, 2003 to December 31, 2004.

      Retained Earnings. Retained earnings increased by $2.0 million to $31.3 million at December 31, 2004, an increase of 6.9% from a balance of $29.3 million as of December 31, 2003. This change was the result of net income for the year of $1.7 million and a decline of $338,000 in the net unrealized loss on marketable securities.

Comparison of Operating Results For The Year Ended December 31, 2004 and December 31, 2003

      Net Income. Net income for the year ended December 31, 2004 was $1,689,000, essentially unchanged when compared to net income of $1,688,000 for 2003. A $983,000 increase in net interest income in 2004 was almost entirely offset by a decline in other income of $842,000 and a $110,000 reduction in net gains incurred on sales of securities.

      Net Interest Income. Benjamin Franklin Bancorp earned net interest income of $13.8 million and $12.8 million in the years ended December 31, 2004 and 2003, respectively. The increase between the two periods of $983,000 or 7.7%, was due to a $30.5 million, or 7.1%, increase in average interest-earning assets, and to a lesser degree to a 2 basis point, or 0.7%, increase in the net interest margin. Within earnings assets, higher-yielding loans increased on average by $67.9 million, while lower-yielding securities and short-term investments declined by $37.4 million on average. Within Benjamin Franklin’s funding

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liabilities, the mix shifted somewhat in favor of non-interest bearing accounts, which increased by $30.7 million on average. This shift was caused primarily by a change made in Benjamin Franklin Bank’s primary checking account product in September 2003, whereby the payment of interest was eliminated.

      Interest Income. Interest income rose $1.3 million, or 6.5%, to $20.8 million for the year ended December 31, 2004 from $19.5 million for the year ended December 31, 2003. The increase was caused primarily by a $30.5 million increase in average interest-earning assets, which had the effect of increasing interest income by $1.2 million. Loans increased on average by $67.9 million, offset by decreases in the average balances of securities ($15.4 million) and short-term investments ($21.9 million). Despite the fact that the average yield on loans declined from 5.74% for the year ended December 31, 2003 to 5.12% for the same period in 2004, the overall yield on interest earning assets remained almost unchanged at 4.56% and 4.53% for 2003 and 2004, respectively, due to the change in the mix of interest earning assets.

      Interest Expense. Interest expense for the year ended December 31, 2004 increased by $280,000, or 4.1%, to $7.0 million as compared to interest expense of $6.8 million for the year ended December 31, 2003. The effect of a 10 basis point, or 5.6%, increase in the average rates paid on interest-bearing liabilities was offset in part by an increase in non-interest-bearing liabilities, which grew by an average of $30.7 million in the 2004. The increase in average non-interest-bearing liabilities was primarily due to a change made in Benjamin Franklin Bank’s primary checking account product, which was converted to a non-interest bearing account in September 2003.

      Provision for Loan Losses. Benjamin Franklin records a provision for loan losses as a charge to its earnings when necessary in order to maintain the allowance for loan losses at a level sufficient to absorb potential losses inherent in the loan portfolio. Refer to “Business — Asset Quality” for additional information about Benjamin Franklin’s methodology for establishing its allowance for loan losses. Benjamin Franklin recorded $620,000 and $625,000 in loan loss provisions during the years ended December 31, 2004 and 2003, respectively. Provisions in both years were reflective of growth in the loan portfolio, and in the case of the 2003 period, the recording of net charge-offs of $414,000. In 2004, net recoveries of $29,000 were realized. At December 31, 2004, the allowance for loan losses totaled $3.2 million, or 0.82% of the loan portfolio, compared to $2.5 million, or 0.87%, of total loans at December 31, 2003.

      Non-interest Income. Non-interest income for the year ended December 31, 2004 declined to $2.1 million, a reduction of $952,000, or 31.0%, when compared to non-interest income of $3.1 million during the year ended December 31, 2003. An $852,000 decline in gains on loan sales, a $110,000 decrease in gains on sales of securities, an $82,000 reduction in loan servicing fees and a $46,000 reduction in deposit service fees were partially offset by an additional $111,000 in miscellaneous income and a $27,000 increase in income earned on bank-owned life insurance. The decline in gain on loan sales was attributable to the rise in market interest rates in 2004, which in turn caused a decline in the origination of fixed rate residential mortgage loans that the Bank typically sells at a small gain in the secondary market. Loan servicing fee income was also negatively affected by the reduction in fixed rate loan originations sold with servicing rights retained. The increase in miscellaneous income in the 2004 period was primarily attributable to an increase in fees earned on investment product sales, brought about by the addition of a second sales representative in the fourth quarter of 2003.

      Non-interest Expense. Non-interest expense was essentially unchanged at $12.7 million for the years ended 2004 and 2003. Reductions in occupancy and equipment costs, and professional fees were offset by an increase in salaries and employee benefits.

      Salaries and employee benefits expenses increased $819,000, or 12.3%, to $7.5 million for the year ended December 31, 2004. The increase was primarily due to normal merit increases averaging 4.5%, the addition of one senior officer position, and significantly lower deferral of loan origination costs due to a lower volume of loan originations in 2004 when compared to 2003. Occupancy and equipment expenses declined $378,000, or 21.1%, to $1.4 million for the year ended December 31, 2004. Most of this reduction was attributable to a decline in depreciation expense associated with branch-related capital expenditures made five years earlier. Professional fees decreased $612,000, or 62.0%, to $373,000 for the year ended December 31, 2004, due primarily to a decline in legal costs and loan origination expenses.

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      Income Taxes. Income tax expense was $892,000 for the year ended December 31, 2004, an increase of $73,000, or 8.9%, compared to $819,000 for the year ended December 31, 2003. The effective tax rates for the 2004 and 2003 years were 34.6% and 32.7%, respectively, and the increase was due to additional income in Benjamin Franklin Bank which is taxed at a higher rate for state tax purposes, and capital losses in 2004 for which Benjamin Franklin Bank received no tax benefit.

Off-Balance-Sheet Arrangements

      Benjamin Franklin Bancorp does not have any off-balance-sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Impact of Inflation and Changing Prices

      The financial statements, accompanying notes, and related financial data of Benjamin Franklin presented herein have been prepared in accordance with generally accepted accounting principles, which require the measurement of financial position and operating results in terms of historical dollar amounts without considering the changes in the relative purchasing power of money over time due to inflation. The impact of inflation is reflected in the increased cost of Benjamin Franklin operations. Most of Benjamin Franklin’s assets and liabilities are monetary in nature, and therefore the impact of interest rates has a greater impact on its performance than do the effects of general levels of inflation. Interest rates do not necessarily move in the same direction or to the same extent as the prices of goods and services.

Impact of Recent Accounting Standards

      On December 16, 2004, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 123R, “Share-Based Payment,” which changes, among other things, the manner in which share-based compensation, such as stock options, will be accounted for by both public and non-public companies. SFAS No. 123R became applicable to the Company on January 1, 2006. For public companies, the cost of employee services received in exchange for equity instruments including options and restricted stock awards generally is now measured at fair value at the grant date. The grant date fair value is required to be estimated using option-pricing models adjusted for the unique characteristics of those options and instruments, unless observable market prices for the same or similar options are available. The cost must be recognized over the requisite service period, often the vesting period.

      The provisions of SFAS No. 123R do not have an impact on the Company’s results of operations at this time. However, as anticipated in the prospectus used in the Company’s stock offering related to the mutual-to-stock conversion, the Board of Directors has adopted a stock-based incentive plan, subject to shareholder approval, which will be sought at the annual meeting on May 11, 2006. The granting of restricted stock awards and stock options under the stock-based incentive plan will increase the Company’s compensation costs in the periods in which such awards and options vest.

      In August 2005, the FASB issued an exposure draft that would amend FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, with respect to the accounting for servicing of financial assets. This proposed Statement would require that all separately recognized servicing rights be initially measured at fair value, if practicable. For each class of separately recognized servicing assets and liabilities, this proposed Statement would permit an entity to choose either of the following subsequent measurement methods: (1) amortize servicing assets or liabilities in proportion to and over the period of estimated net servicing income or net servicing loss, or (2) report servicing assets or liabilities at fair value at each reporting date and report changes in fair value in earnings in the period in which the changes occur. This proposed Statement also would require additional disclosures for all separately recognized servicing rights. This proposed Statement would be effective for new transactions occurring and for subsequent measurement in the earlier of the first fiscal year that begins after December 31, 2005, or fiscal years beginning during the fiscal quarter in which the final Statement is issued. This Statement is not expected to have a material impact on the Company’s consolidated financial statements.

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Item 7A. Quantitative and Qualitative Disclosures about Market Risk

      Management and the Board of Benjamin Franklin recognize that taking and managing risk is fundamental to the business of banking. Through the development, implementation and monitoring of its policies with respect to risk management, the Bank strives to measure, evaluate and control the risks it faces. The Board and management understand that an effective risk management system is critical to the safety and soundness of the Bank. Chief among the risks faced by Benjamin Franklin are credit risk, market risk including interest rate risk, liquidity risk, operational (transaction) risk and compliance risk.

      Within management, the responsibility for risk management rests with the Risk Management Committee, chaired by the Compliance and Risk Management Officer. Other members of the Committee include the Chief Executive Officer, Chief Financial Officer, Controller, and the senior officers responsible for lending, retail banking and human resources. The Risk Management Committee meets on a monthly basis to review the status of the Company’s risk management efforts, including reviews of internal and external audit findings, loan review findings, and the activities of the Asset/ Liability Committee with respect to monitoring interest rate and liquidity risk. The Committee tracks any open items requiring corrective action with the goal of ensuring that each is addressed on a timely basis. The Compliance and Risk Management Officer reports all findings of the Risk Management Committee directly to the Board’s Audit and Risk Management Committee.

      Management of Credit Risk. Benjamin Franklin considers credit risk to be the most significant risk it faces, in that it has the greatest potential to affect the financial condition and operating results of the Bank. Credit risk is managed through a combination of policies established by the Board, the monitoring of compliance with these policies, and the periodic evaluation of loans in the portfolio, including those with problem characteristics. In general, Benjamin Franklin’s policies establish maximums on the amount of credit that may be granted to a single borrower (including affiliates), the aggregate amount of loans outstanding by type in relation to total assets and capital, and loan concentrations. Collateral and debt service coverage ratios, approval limits and other underwriting criteria are also specified. Policies also exist with respect to performing periodic credit reviews, the rating of loans, when loans should be placed on non-performing status and factors that should be considered in establishing the Bank’s allowance for loan losses. For additional information, refer to “Business — Lending Activities.”

      Management of Market Risk. Market risk is the risk of loss due to adverse changes in market prices and rates, and typically encompasses exposures such as sensitivity to changes in market interest rates, foreign currency exchange rates, and commodity prices. Benjamin Franklin has no exposure to foreign currency exchange or commodity price movements. Because net interest income is Benjamin Franklin’s primary source of revenue, interest rate risk is a significant market risk to which the Bank is exposed.

      Interest rate risk is the exposure of Benjamin Franklin’s net interest income to adverse movements in interest rates. Net interest income is affected by changes in interest rates as well as by fluctuations in the level and duration of Benjamin Franklin’s assets and liabilities. Over and above the influence that interest rates have on net interest income, changes in rates may also affect the volume of lending activity, the ability of borrowers to repay variable rate loans, the volume of loan prepayments and refinancings, the flow and mix of deposits, and the market value of the Bank’s assets and liabilities.

      Exposure to interest rate risk is managed by Benjamin Franklin through periodic evaluations of the current interest rate risk inherent in its rate-sensitive assets and liabilities, coupled with determinations of the level of risk considered appropriate given the Bank’s capital and liquidity requirements, business strategy, and performance objectives. Through such management, Benjamin Franklin seeks to reduce the vulnerability of its net interest income to changes in interest rates.

      Strategies used by Benjamin Franklin to reduce the potential volatility of its earnings include:

•  Emphasizing the origination and retention of adjustable-rate mortgage loans, variable rate commercial loans and variable rate home equity lines-of-credit;

•  Investing in securities with relatively short maturities and/or expected average lives;

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•  Classifying nearly all of the investment portfolio as “available for sale” in order to provide for flexibility in liquidity management.

      Benjamin Franklin’s Asset/ Liability Committee, comprised of several members of senior and middle management, is responsible for managing interest rate risk. On a quarterly basis, the Committee reviews with the Board of Directors its analysis of the Bank’s exposure to interest rate risk, the effect subsequent changes in interest rates could have on the Bank’s future net interest income, its strategies and other activities, and the effect of those strategies on Benjamin Franklin’s operating results. The Committee is also actively involved in the Bank’s planning and budgeting process as well as in determining pricing strategies for deposits and loans.

      The Committee’s primary method for measuring and evaluating interest rate risk is income simulation analysis. This analysis considers the maturity and repricing characteristics of assets and liabilities, as well as the relative sensitivities of these balance sheet components over a range of interest rate scenarios. Interest rate scenarios tested generally include instantaneous rate shocks, rate ramps over a one year period, and static (or flat) rates. The simulation analysis is used to measure the exposure of net interest income to changes in interest rates over a specified time horizon, usually a two year period.

      The table below sets forth, as of December 31, 2005, the estimated changes in Benjamin Franklin’s net interest income that would result from the designated instantaneous changes in the U.S. Treasury yield curve. Computations of prospective effects of hypothetical interest rate changes are based on numerous assumptions including relative levels of market interest rates, loan prepayments and deposit decay, and should not be relied upon as indicative of actual results.

	Percentage Change in Estimated
	Net Interest Income
	Over 12 Months
300 basis point increase in rates		(5.24	)%
200 basis point increase in rates		(2.32	)%
100 basis point increase in rates		(.98	)%
Flat interest rates		—
100 basis point decrease in rates		.25	%

      As indicated in the table above, the result of an immediate 100 basis point parallel increase in interest rates is estimated to decrease net interest income by .98% over a 12-month horizon, when compared to the flat rate scenario. For an immediate 200 basis point parallel increase in the level of interest rates, net interest income is estimated to decline by 2.32% over a 12-month horizon, when compared against the flat rate scenario. Inherent in these estimates is the assumption that savings account deposit rates would increase by 25 basis points and that money market deposit account rates would increase by 36 basis points for each 100 basis point increase in market interest rates. These scenarios also assume no change in checking account interest rates. These assumptions are based on the Bank’s past experience with the changes in rates paid on these non-maturity deposits coincident with changes in market interest rates. The estimated change in net interest income from the flat rate scenario for a 100 basis point parallel decline in the level of interest rates is an increase of .25%, which assumes no decrease in interest-bearing checking rates or in savings rates and an average decrease in money market rates of 35 basis points.

      There are inherent shortcomings in income simulation, given the number and variety of assumptions that must be made in performing the analysis. The assumptions relied upon in making these calculations of interest rate sensitivity include the level of market interest rates, the shape of the yield curve, the degree to which certain assets and liabilities with similar maturities or periods to repricing react to changes in market interest rates, the degree to which non-maturity deposits react to changes in market rates, the expected prepayment rates on loans and mortgage-backed securities, the degree to which early withdrawals occur on certificates of deposit and the volume of other deposit flows. As such, although the analysis shown above provides an indication of Benjamin Franklin’s sensitivity to interest rate changes at a point in

55

time, these estimates are not intended to and do not provide a precise forecast of the effect of changes in market interest rates on Benjamin Franklin’s net interest income and will differ from actual results.

      In its management of interest rate risk, Benjamin Franklin also relies on the analysis of its interest rate “gap,” which is the measure of the mismatch between the amount of Benjamin Franklin’s interest-earning assets and interest-bearing liabilities that mature or reprice within specified timeframes. An asset-sensitive position (positive gap) exists when there are more rate-sensitive assets than rate-sensitive liabilities maturing or repricing within a particular time horizon, and generally signifies a favorable effect on net interest income during periods of rising interest rates and a negative effect during periods of falling interest rates. Conversely, a liability-sensitive position (negative gap) would generally indicate a negative effect on net interest income during periods of rising rates and a positive effect during periods of falling rates.

      The table below shows Benjamin Franklin’s interest sensitivity gap position as of December 31, 2005, indicating the amount of interest-earning assets and interest-bearing liabilities that are anticipated to mature or reprice in each of the future time periods shown. Generally, these assets and liabilities are shown in the table based on the earlier of the time remaining to repricing or contractual maturity. However, residential mortgage loans and mortgage-backed securities have been presented in a manner that also incorporates the estimated effects of prepayment assumptions. Interest-bearing checking, savings and money market deposit accounts are assumed to have annual rates of withdrawal (decay rates) of 9.2%, 38.3% and 59.5%, respectively.

Repricing Gap as of December 31, 2005

					More than			More than			More than			More than
		Up to			One Year to			Two Years			Three Years			Four Years			More than
		One Year			Two Years			to Three Years			to Four Years			to Five Years			Five Years			Total
		(Dollars in thousands)
Interest-earning assets:
Loans(1)		$	225,487		$	113,025		$	99,322		$	84,158		$	37,132		$	49,999		$	609,123
Investment securities(2)			48,707			41,768			7,800			5,330			3,756			27,728			135,089
Short-term investments			12,051																		12,051
	Total interest-earning assets		286,245			154,793			107,122			89,488			40,888			77,727			756,263
Interest-bearing liabilities:
Savings deposits			37,519			23,149			14,283			8,813			5,437			8,759			97,960
Money market			56,137			22,735			9,208			3,729			1,510			1,028			94,347
NOW accounts			2,959			2,685			2,438			2,214			2,010			19,841			32,147
Certificates of deposits			204,404			43,132			7,933			5,359			1,939			56			262,823
Long-term debt			47,403			23,000			27,000			—			33,936			9,000			140,339
	Total interest-bearing liabilities		348,422			114,702			60,862			20,115			44,833			38,685			627,617
Interest rate sensitivity gap		$	(62,177)		$	40,091		$	46,260		$	69,373		$	(3,945	)	$	39,042		$	128,645
Interest rate sensitivity gap as a % of total assets			(7.17)	%		4.62	%		5.34	%		8.00	%		(0.45	)%		4.50	%
Cum. interest rate sensitivity gap		$	(62,177)		$	(22,085	)	$	24,175		$	93,548		$	89,603		$	128,645
Cum. interest rate sensitivity gap as a % of total assets			(7.17)	%		(2.55	)%		2.79	%		10.79	%		10.33	%		14.84	%

56

(1)	Excludes the allowance for loan losses, deferred fees and costs, and non-performing loans.
(2)	Securities are shown at amortized cost.

      Certain factors may serve to limit the usefulness of the measurement of the interest rate gap. For example, interest rates on certain assets and liabilities are discretionary and may change in advance of, or may lag behind, changes in market rates. The gap analysis does not give effect to changes Benjamin Franklin may undertake to mitigate interest rate risk. Certain assets, such as adjustable-rate loans, have features that may restrict the magnitude of changes in interest rates both on a short-term basis and over the life of the assets. Further, in the event of changes in interest rates, prepayment and early withdrawal levels would likely deviate significantly from those assumed in the gap analysis. Lastly, should interest rates increase, the ability of borrowers to service their debt may decrease.

      Liquidity Risk Management. Liquidity risk, or the risk to earnings and capital arising from an organization’s inability to meet its obligations without incurring unacceptable losses, is managed by Benjamin Franklin’s Chief Financial Officer, who monitors on a daily basis the adequacy of Benjamin Franklin’s liquidity position. Oversight is provided by the Asset/ Liability Committee, which reviews Benjamin Franklin’s liquidity on a weekly basis, and by the Board of Directors, which reviews the adequacy of Benjamin Franklin’s liquidity resources on a monthly basis.

      Benjamin Franklin’s primary sources of funds are from deposits, amortization of loans, loan prepayments and the maturity of loans, mortgage-backed securities and other investments, and other funds provided by operations. While scheduled payments from amortization of loans and mortgage-backed securities and maturing loans and investment securities are relatively predictable sources of funds, deposit flows and loan prepayments can be greatly influenced by general interest rates, economic conditions and competition. Benjamin Franklin maintains excess funds in cash and short-term interest-bearing assets that provide additional liquidity. At December 31, 2005, cash and due from banks (excluding cash provided by CSSI to ATM customers), short-term investments and debt securities maturing within one year totaled $69.0 million or 8.0% of total assets.

      Benjamin Franklin also relies on outside borrowings from the Federal Home Loan Bank of Boston, as an additional funding source. In 2005, Benjamin Franklin has expanded its use of Federal Home Loan Bank of Boston borrowings to fund growth in the loan portfolio and to assist in the management of its interest rate risk. Since December 31, 2004, Benjamin Franklin has increased Federal Home Loan Bank of Boston borrowings by $57.0 million to a total of $129.0 million outstanding as of December 31, 2005. On that date, Benjamin Franklin had the ability to borrow an additional $73.3 million from the Federal Home Loan Bank of Boston.

      Benjamin Franklin uses its liquidity to fund existing and future loan commitments, to fund maturing certificates of deposit and borrowings, to fund other deposit withdrawals, to invest in other interest-earning assets and to meet operating expenses. Benjamin Franklin anticipates that it will continue to have sufficient funds and alternative funding sources to meet its current commitments.

57

      The following tables present information indicating various contractual obligations and commitments of the Company as of December 31, 2005 and the respective maturity dates:

Contractual Obligations:

							More than
					More than		Three
					One Year		Years
			One Year		through		through		Over Five
	Total		or Less		Three Years		Five Years		Years
	(Dollars in thousands)
Federal Home Loan Bank advances(1)	$	128,936	$	8,936	$	50,000	$	40,000	$	30,000
Subordinated debt		9,000		—		—		—		9,000
Other borrowed funds		2,403		2,403		—		—		—
Operating leases(2)		799		236		367		196		—
Other contractual obligations(3)		5,758		1,842		3,647		269		—
Total contractual obligations	$	146,896	$	13,417	$	54,014	$	40,465	$	39,000

(1)	Secured under a blanket security agreement on qualifying assets, principally 1-4 Family Residential mortgage loans. Advances totalling $36 million shown with maturities of greater than three years may be called by the FHLB during the period remaining to maturity. These advances bear rates ranging from 3.99% to 4.91%, with a weighted average rate of 4.47%. Based on the current and predicted level of market interest rates, management considers it likely that these advances will be called by the FHLBB in the next 12 months. One advance in the amount of $10 million maturing in June, 2010 will become immediately payable if 3-month LIBOR rises above 6.0% (measured on a quarterly basis, beginning in June 2006).
(2)	Represents non-cancelable operating leases for branch offices.
(3)	Represents contracts for technology services and employment agreements.

Loan Commitments:

		December 31, 2005
						More than		More than
						One Year		Three Years
				One Year		through		through		Over Five
		Total		or Less		Three Years		Five Years		Years
		(Dollars in thousands)
Commitments to grant loans(1)		$	30,420	$	30,420	$	—	$	—	$	—
Unused portion of commercial loan lines of credit			19,547		19,547		—		—		—
Unused portion of home equity lines of credit(3)			39,896		—		—		—		39,896
Unused portion of construction loans(4)			24,420		4,939		18,888		—		593
Unused portion of personal lines of credit(2)			2,457		—		—		—		2,457
Commercial letter of credit			1,412		1,412
	Total loan commitments	$	118,152	$	56,318	$	18,888	$	—	$	42,946

General: Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract, and generally have fixed expiration dates or other termination clauses.

58

(1)	Commitments for loans are extended to customers for up to 180 days after which they expire.
(2)	Unused portion of checking overdraft lines of credit are available to customers in “good standing” indefinitely.
(3)	Unused portions of home equity lines of credit are available to the borrower for up to 10 years.
(4)	Unused portions of construction loans are available to the borrower for up to 2 years for development loans and up to 1 year for other construction loans.

      Management of Other Risks. Two additional risk areas that receive significant attention by management and the Board are operational risk and compliance risk. Operational risk is the risk to earnings and capital arising from control deficiencies, problems with information systems, fraud, error or unforeseen catastrophes. Compliance risk is the risk arising from violations of, or nonconformance with, laws, rules, regulations, prescribed practices, internal policies and procedures or ethical standards. Compliance risk can expose the Company to fines, civil money penalties, payment of damages and the voiding of contracts.

      Benjamin Franklin addresses such risks through the establishment of comprehensive policies and procedures with respect to internal control, the management and operation of its information and communication systems, disaster recovery, and compliance with laws, regulations and banking ‘best practice’. Monitoring of the efficacy of such policies and procedures is performed through a combination of Benjamin Franklin’s internal audit program, through periodic internal and third-party compliance reviews, and through the ongoing attention of its managers charged with supervising compliance and operational control. Oversight of these activities is provided by the Risk Management Committee and the Audit and Risk Management Committee of the Board.

Item 8. Financial Statements and Supplementary Data

      The Consolidated Financial Statements of Benjamin Franklin Bancorp begin on page F-1 of this Annual Report.

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

      Not applicable.

Item 9A. Controls and Procedures

      (a) Evaluation of Disclosure Controls and Procedures. Our President and Chief Executive Officer, our Chief Financial Officer, and other members of our senior management team have evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based on such evaluation, our President and Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures, as of the end of the period covered by this report, were adequate and effective to provide reasonable assurance that information required to be disclosed by the Benjamin Franklin Bancorp, including our consolidated subsidiaries, in reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms.

      The effectiveness of a system of disclosure controls and procedures is subject to various inherent limitations, including cost limitations, judgments used in decision making, assumptions about the likelihood of future events, the soundness of internal controls, and fraud. Due to such inherent limitations, there can be no assurance that any system of disclosure controls and procedures will be successful in preventing all errors or fraud, or in making all material information known in a timely manner to the appropriate levels of management.

      (b) Changes in Internal Controls Over Financial Reporting. There were no changes in our internal control over financial reporting during the fourth quarter of fiscal year 2005 that have materially affected, or that are reasonably likely to materially affect, our internal controls over financial reporting.

59

Item 9B. Other Information

      Not applicable.

PART III

Item 10. Directors and Executive Officers of the Registrant

      The information required by this item is incorporated by reference from the Proxy Statement for the Annual Meeting of Stockholders of Benjamin Franklin Bancorp, Inc. scheduled to be held on May 11, 2006.

Item 11. Executive Compensation

      The information required by this item is incorporated by reference from the Proxy Statement for the Annual Meeting of Stockholders of Benjamin Franklin Bancorp, Inc. scheduled to be held on May 11, 2006.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

      The information required by this item is incorporated by reference from the Proxy Statement for the Annual Meeting of Stockholders of Benjamin Franklin Bancorp, Inc. scheduled to be held on May 11, 2006.

Item 13. Certain Relationships and Related Transactions

      The information required by this item is incorporated by reference from the Proxy Statement for the Annual Meeting of Stockholders of Benjamin Franklin Bancorp, Inc. scheduled to be held on May 11, 2006.

Item 14. Principal Accountant Fees and Services

      The information required by this item is incorporated by reference from the Proxy Statement for the Annual Meeting of Stockholders of Benjamin Franklin Bancorp, Inc. scheduled to be held on May 11, 2006.

PART IV

Item 15. Exhibits and Financial Statement Schedules.

      (a) Exhibits

Exhibit No.			Description	Footnotes
	2	.1	Plan of Conversion of Benjamin Franklin Bancorp.	3
	2	.2	Agreement and Plan of Merger among Benjamin Franklin Bancorp, M.H.C., Benjamin Franklin Savings Bank and Chart Bank, a Cooperative Bank, dated as of September 1, 2004.	2
	3	.1	Articles of Organization of Benjamin Franklin Bancorp, Inc.	2
	3	.2	Bylaws of Benjamin Franklin Bancorp, Inc.	7
	4	.1	Form of Common Stock Certificate of Benjamin Franklin Bancorp, Inc.	5
	10	.1.1	Form of Employment Agreement with Thomas R. Venables.*	6
	10	.1.2	Form of Employment Agreement with Claire S. Bean.*	6

60

Exhibit No.			Description	Footnotes
	10	.2	Form of Change in Control Agreement with five other Executive Officers, providing one year’s severance to Brian E. Ledwith, Michael J. Piemonte and Kathleen P. Sawyer, and two years’ severance to Mariane E. Broadhurst and Rose M. Buckley. This form contains all material information concerning the agreement and the only differences are the name and contact information of the executive officer who is party to the agreement and the number of years of severance provided.*	2
	10	.3	Form of Benjamin Franklin Bank Benefit Restoration Plan.*	2
	10	.4.1	Amended and Restated Supplemental Executive Retirement Agreement between Benjamin Franklin Bank and Thomas R. Venables dated as of March 22, 2006.*	1
	10	.4.2	Amended and Restated Supplemental Executive Retirement Agreement between Benjamin Franklin Bank and Claire S. Bean dated as of March 22, 2006.*	1
	10	.5	Benjamin Franklin Bancorp Director Fee Continuation Plan.*	4
	10	.6	Benjamin Franklin Bancorp Employee Salary Continuation Plan.*	2
	10	.7.1	Payments and Waiver Agreement among Richard E. Bolton, Jr., Benjamin Franklin Bancorp, M.H.C., Benjamin Franklin Savings Bank and Chart Bank, a Cooperative Bank, dated as of September 1, 2004.*	2
	10	.7.2	Consulting and Noncompetition Agreement between Richard E. Bolton, Jr. and Benjamin Franklin Bancorp, M.H.C., dated as of September 1, 2004.*	2
	11		See Note 3 to the Financial Statements for a discussion of earnings per share.	—
	21		Subsidiaries of Registrant.	1
	23	.1	Consent of Wolf & Company, P.C. , independent registered public accounting firm.	1
	31	.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	1
	31	.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	1
	32	.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	1
	32	.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	1

*	Relates to compensation.
1	Filed herewith.
2	Incorporated by reference to the Registrant’s Registration Statement on Form S-1, File No. 333-121154, filed on December 10, 2004.
3	Incorporated by reference to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1, File No. 333-121154, filed on January 24, 2005.
4	Incorporated by reference to the Registrant’s Registration Statement on Form S-4, File No. 333-121608, filed on December 23, 2004.
5	Incorporated by reference to the Registrant’s Registration Statement on Form 8-A, File No. 000-51194, filed on March 9, 2005.
6	Incorporated by reference to the Registrant’s Annual Report on Form 10-K, filed on March 29, 2005.
7	Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on March 3, 2006.

      (b) Financial Statement Schedules

      All schedules are omitted because they are not applicable or the required information is shown in our financial statements and related notes.

61

SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) the Securities Exchange Act of 1934, Benjamin Franklin Bancorp, Inc. has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Benjamin Franklin Bancorp, Inc.

By:  /s/ Thomas R. Venables

Thomas R. Venables

President and Chief Executive Officer

Date: March 28, 2006

      Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed by the following persons in the indicated capacities as of March 28, 2006.

Signature	Title
/s/ Thomas R. Venables Thomas R. Venables	President and Chief Executive Officer, Director (Principal Executive Officer)
/s/ Claire S. Bean Claire S. Bean	Treasurer and Chief Financial Officer (Principal Financial and Accounting Officer)
/s/ Mary Ambler Mary Ambler	Director
/s/ William P. Bissonnette William P. Bissonnette	Director
/s/ Richard E. Bolton, Jr. Richard E. Bolton, Jr.	Director
/s/ William F. Brady, Jr. William F. Brady, Jr.	Director
/s/ Paul E. Capasso Paul E. Capasso	Director
/s/ John C. Fuller John C. Fuller	Director
/s/ Jonathan A. Haynes Jonathan A. Haynes	Director
/s/ Anne M. King Anne M. King	Director

62

Signature	Title
/s/ Richard D. Mann Richard D. Mann	Director
/s/ Daniel F. O’Brien Daniel F. O’Brien	Director
/s/ Charles F. Oteri Charles F. Oteri	Director
/s/ Donald P. Quinn Donald P. Quinn	Director
/s/ Neil E. Todreas Neil E. Todreas	Director
/s/ Alfred H. Wahlers Alfred H. Wahlers	Director
/s/ Charles Yergatian Charles Yergatian	Director

63

Benjamin Franklin Bancorp, Inc.

Annual Report on Form 10-K for the Year Ended December 31, 2005

Exhibits Filed Herewith

Exhibit
Number			Description
	10	.4.1	Amended and Restated Supplemental Executive Retirement Agreement between Benjamin Franklin Bank and Thomas R. Venables dated as of December 5, 2005.
	10	.4.2	Amended and Restated Supplemental Executive Retirement Agreement between Benjamin Franklin Bank and Claire S. Bean dated as of December 5, 2005.
	21		Subsidiaries of Registrant.
	23	.1	Consent of Wolf & Company, P.C., Independent Registered Public Accounting firm.
	31	.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley act of 2002.
	31	.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley act of 2002.
	32	.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	32	.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

64

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets	F-3
Consolidated Statements of Income	F-4
Consolidated Statements of Changes in Stockholders’ Equity	F-5
Consolidated Statements of Cash Flows	F-6
Notes to Consolidated Financial Statements	F-7-F-33

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Benjamin Franklin Bancorp, Inc.:

      We have audited the accompanying consolidated balance sheets of Benjamin Franklin Bancorp, Inc. and subsidiary as of December 31, 2005 and 2004, and the related consolidated statements of income, changes in stockholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2005. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

      We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

      In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Benjamin Franklin Bancorp, Inc. and subsidiary as of December 31, 2005 and 2004, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2005 in conformity with accounting principles generally accepted in the United States of America.

/s/ Wolf & Company, P.C.

Boston, Massachusetts

March 8, 2006

F-2

BENJAMIN FRANKLIN BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

				December 31,
				2005			2004
				(Dollars in thousands)
ASSETS
Cash and due from banks				$	16,499		$	8,691
Cash supplied by CSSI to ATM customers					37,200			—
Short-term investments					12,051			5,513
		Total cash and cash equivalents			65,750			14,204
Securities available for sale, at fair value					122,379			86,070
Securities held to maturity, at amortized cost					109			217
Restricted equity securities, at cost					10,012			6,975
Loans, net of allowance for loan losses of $5,670 in 2005 and $3,172 in 2004					605,132			383,373
Premises and equipment, net					11,167			11,147
Accrued interest receivable					3,045			1,490
Bank-owned life insurance					7,451			7,182
Goodwill					33,763			4,248
Identifiable intangible asset					4,133			45
Other assets					4,116			2,442
				$	867,057		$	517,393
LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits				$	611,673		$	396,499
Short-term borrowings					—			4,250
Long-term debt					140,339			81,000
Other liabilities					6,933			4,316
			Total liabilities		758,945			486,065
Commitments and contingencies (Notes 8 and 14)
Stockholders’ equity:
	Common stock, no par value, 75,000,000 shares authorized; 8,488,898 shares issued and outstanding in 2005				—			—
	Additional paid-in capital				82,849			—
	Retained earnings				32,942			32,997
	Unearned compensation				(5,353	)		—
	Accumulated other comprehensive loss				(2,326	)		(1,669	)
			Total stockholders’ equity		108,112			31,328
				$	867,057		$	517,393

See accompanying notes to consolidated financial statements.

F-3

BENJAMIN FRANKLIN BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

			Years Ended December 31,
			2005			2004			2003
			(Dollars in thousands)
Interest and dividend income:
	Loans, including fees		$	30,409		$	17,320		$	15,530
	Debt securities			3,811			3,092			3,200
	Dividends			400			244			250
	Short-term investments			515			139			552
		Total interest and dividend income		35,135			20,795			19,532
Interest expense:
	Interest on deposits			8,500			4,366			4,487
	Interest on borrowings			4,617			2,666			2,265
		Total interest expense		13,117			7,032			6,752
Net interest income				22,018			13,763			12,780
Provision for loan losses				686			620			625
Net interest income, after provision for loan losses				21,332			13,143			12,155
Other income (charges):
	ATM servicing fees			1,639			—			—
	Deposit service fees			1,233			882			928
	Loan servicing fees			442			254			336
	Gain on sale of loans, net			116			123			975
	Gain (loss) on sales of securities, net			—			(24	)		86
	Loss on sale/write-down of bank owned land, net			(1,020	)		—			—
	Income from bank-owned life insurance			269			198			181
	Miscellaneous			808			691			570
		Total other income		3,487			2,124			3,076
Operating expenses:
	Salaries and employee benefits			9,882			7,487			6,668
	Occupancy and equipment			2,374			1,410			1,788
	Data processing			1,734			1,353			1,446
	Professional fees			1,021			373			985
	Contribution to Benjamin Franklin Bank Charitable Foundation			4,000			—			—
	Other general and administrative			4,265			2,063			1,837
		Total operating expenses		23,276			12,686			12,724
Income before income taxes				1,543			2,581			2,507
Provision for income taxes				1,112			892			819
		Net income	$	431		$	1,689		$	1,688

See accompanying notes to consolidated financial statements.

F-4

BENJAMIN FRANKLIN BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Years Ended December 31, 2005, 2004 and 2003

															Accumulated
			Common Stock				Additional								Other			Total
							Paid-In		Retained			Unearned			Comprehensive			Stockholders’
			Shares		Amount		Capital		Earnings			Compensation			Income (Loss)			Equity
			(Dollars in thousands)
Balance at December 31, 2002				—	$	—	$	—	$	29,620		$	—		$	194		$	29,814
Comprehensive loss:
	Net income			—		—		—		1,688			—						1,688
	Net unrealized loss on securities available for sale, net of reclassification adjustment and tax effects															(2,201	)		(2,201	)
		Total comprehensive loss																	(513	)
Balance at December 31, 2003				—		—		—		31,308			—			(2,007	)		29,301
Comprehensive income:
	Net income			—		—		—		1,689			—			—			1,689
	Net unrealized gain on securities available for sale, net of reclassification adjustment and tax effects									—						338			338
		Total comprehensive income																	2,027
Balance at December 31, 2004				—		—		—		32,997			—			(1,669	)		31,328
Comprehensive loss:
	Net income			—		—		—		431			—			—			431
	Net unrealized loss on securities available for sale, net of tax effects			—		—		—		—			—			(657	)		(657	)
		Total comprehensive loss																	(226	)
Issuance of common stock for initial public offering, net of expenses of $2,053				5,577,419		—		53,721		—			—			—			53,721
Issuance of common stock to Benjamin Franklin Bank Charitable Foundation				400,000		—		4,000		—			—			—			4,000
Issuance of common stock for acquisition of Chart Bank				2,511,479		—		25,115		—			—			—			25,115
Stock purchased for ESOP				—		—							(5,537	)					(5,537	)
Release of ESOP stock				—		—		13		—			184			—			197
Dividends declared ($.06 per share)				—		—		—		(486	)		—			—			(486	)
Balance at December 31, 2005				8,488,898	$	—	$	82,849	$	32,942		$	(5,353	)	$	(2,326	)	$	108,112

See accompanying notes to consolidated financial statements.

F-5

BENJAMIN FRANKLIN BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

				Years Ended December 31,
				2005			2004			2003
				(Dollars in thousands)
Cash flows from operating activities:
	Net income			$	431		$	1,689		$	1,688
	Adjustments to reconcile net income to net cash provided by operating activities:
		Net amortization of securities			9			855			833
		Amortization (accretion) of loans, net			(64	)		250			407
		Loss (gain) on sales of securities, net			—			24			(86	)
		Provision for loan losses			686			620			625
		Accretion of deposit and borrowings, net			(307	)		—			—
		Amortization of mortgage servicing rights			282			450			892
		Depreciation expense			983			679			872
		Amortization of core deposit intangible			1,400			181			181
		Amortization of unearned compensation			197			—			—
		Deferred income tax benefit			(1,944	)		(161	)		(169	)
		Income from bank-owned life insurance			(269	)		(198	)		(181	)
		Gains on sales of loans, net			(116	)		(123	)		(975	)
		Loans originated for sale			(23,160	)		(31,185	)		(96,256	)
		Proceeds from sales of loans			23,276			31,308			97,231
		Increase in accrued interest receivable			(1,555	)		(102	)		(89	)
		Loss on sale/write-down of bank-owned land, net			1,020			—			—
		Contribution of common stock to Charitable Foundation			4,000			—			—
		Other, net			3,360			(1,211	)		(276	)
			Net cash provided by operating activities		8,229			3,076			4,697
Cash flows from investing activities:
	Activity in available-for-sale securities:
		Sales			—			5,591			30,886
		Maturities, calls, and principal repayments			49,770			41,830			211,994
		Purchases			(52,900	)		(31,278	)		(240,200	)
	Maturities of and principal repayments on held-to-maturity securities				108			169			600
	Net change in restricted equity securities				(653	)		247			(2,000	)
	Purchases of mortgage loans				—			(34,207	)		(26,546	)
	Loan originations, net				(38,346	)		(61,174	)		(1,415	)
	Proceeds from sales of bank-owned land				785			—			—
	Purchases of bank-owned life insurance				—			(1,400	)		(1,300	)
	Additions to premises and equipment				(819	)		(627	)		(224	)
			Net cash used for investing activities		(42,055	)		(80,849	)		(28,205	)
Cash flows from financing activities:
	Net increase (decrease) in deposits				(1,858	)		16,242			6,957
	Net proceeds from (repayments of) short-term borrowings				(4,250	)		4,250			—
	Net proceeds from long-term debt				33,903			36,000			—
	Net proceeds from common stock offering				53,721			—			—
	Dividends paid on common stock				(486	)		—			—
	Acquisition of common stock by ESOP				(5,537	)		—			—
			Net cash provided by financing activities		75,493			56,492			6,957
Net change in cash and cash equivalents					41,667			(21,281	)		(16,551	)
Cash and cash equivalents acquired in the purchase of Chart Bank					9,879			—			—
Cash and cash equivalents at beginning of year					14,204			35,485			52,036
Cash and cash equivalents at end of year				$	65,750		$	14,204		$	35,485
Supplemental cash flow information:
	Interest paid on deposits			$	8,476		$	4,367		$	4,492
	Interest paid on short-term borrowings				55			83			—
	Interest paid on long-term debt				4,397			2,485			2,280
	Income taxes paid				1,238			865			942
	Premises and equipment transferred to other assets				634			—			—
Assets acquired and liabilities assumed were as follows:
	Fair value of noncash assets acquired			$	259,008		$	—		$	—
	Fair value of liabilities assumed				243,772			—			—
	Fair value of common stock issued				25,115			—			—

See accompanying notes to consolidated financial statements.

F-6

BENJAMIN FRANKLIN BANCORP, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2005, 2004 and 2003

(Dollars in Thousands)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation and consolidation

      The consolidated financial statements include the accounts of Benjamin Franklin Bancorp, Inc. (the “Company”) and its wholly-owned subsidiary, Benjamin Franklin Bank (the “Bank”). The Company completed a mutual to stock conversion and acquired Chart Bank, A Cooperative Bank (“Chart Bank”) on April 4, 2005 (see Note 2). The Bank has two subsidiaries, Benjamin Franklin Securities Corp., formed for the purpose of buying, holding, and selling securities, and Creative Strategic Solutions, Inc. (“CSSI”), which supplies cash to automatic teller machines owned by Independent Service Organizations (“ISOs”) and related cash management services to a nationwide customer base of ISOs. All significant intercompany balances and transactions have been eliminated in consolidation.

      The Company’s wholly-owned subsidiary, Benjamin Franklin Capital Trust, is recorded on the equity method (see Note 12- Subordinated Debt).

Business and operating segments

      The Company provides a variety of financial services to individuals and small businesses through its offices in Norfolk, Middlesex and Worcester counties. Its primary deposit products are checking, savings and term certificate accounts, and its primary lending products are residential and commercial mortgage loans. The Bank also provides non-deposit investment products to customers.

      Management evaluates the Company’s performance and allocates resources based on a single segment concept. Accordingly, there are no separately identified operating segments for which discrete financial information is available. The Company does not derive revenues from, or have assets located in, foreign countries, nor does it derive revenues from any single customer that represents 10% or more of the Company’s total revenues.

Use of estimates

      In preparing consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated balance sheet and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses, valuation of goodwill and other intangibles and the valuation of deferred tax assets.

Reclassifications

      Certain amounts in the 2004 and 2003 consolidated financial statements have been reclassified to conform to the 2005 presentation.

Cash and cash equivalents

      Cash and cash equivalents include cash and balances due from banks and short-term investments, all of which mature within ninety days.

F-7

BENJAMIN FRANKLIN BANCORP, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Dollars in Thousands)

Securities

      Debt securities that management has the positive intent and ability to hold to maturity are classified as “held to maturity” and recorded at amortized cost. Securities not classified as held to maturity, including equity securities with readily determinable fair values, are classified as “available for sale” and recorded at fair value, with unrealized gains and losses excluded from earnings and reported in other comprehensive income/loss.

      Purchase premiums and discounts are recognized into interest income using the interest method over the contractual terms of the securities. Declines in the fair value of held-to-maturity and available-for-sale securities below their cost that are deemed to be other-than-temporary are reflected in earnings as realized losses. In estimating other-than-temporary impairment losses, management considers (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition of the issuer, and (3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value. Gains and losses on the sale of securities are recorded on the trade date and determined using the specific identification method.

      Restricted equity securities, which consist primarily of Federal Home Loan Bank stock and stock in a community investment fund , are carried at cost.

Loans

      The Bank grants mortgage, commercial and consumer loans to customers. A substantial portion of the loan portfolio is represented by mortgage loans in the communities in which the Bank’s branches are located. The ability of the Bank’s debtors to honor their contracts is dependent upon the local real estate market and general economic conditions in this area.

      Loans that management has the intent and ability to hold for the foreseeable future or until maturity or pay-off generally are reported at their outstanding unpaid principal balances adjusted for charge-offs, the allowance for loan losses, and any deferred fees or costs on originated loans. Interest income is accrued on the unpaid principal balance. Certain direct loan origination costs, net of origination fees are deferred and recognized as an adjustment of the related loan yield using the interest method.

      The accrual of interest on mortgage and commercial loans is discontinued at the time the loan is 90 days past due unless the credit is well-secured and in process of collection. Past due status is based on contractual terms of the loan. In all cases, loans are placed on non-accrual or charged-off at an earlier date if collection of principal or interest is considered doubtful.

      All interest accrued but not collected for loans that are placed on non-accrual or charged off is reversed against interest income. The interest on these loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all principal and interest amounts contractually due are brought current and future payments are reasonably assured.

Allowance for loan losses

      The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to earnings. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance.

      The allowance for loan losses is evaluated on a regular basis by management and is based upon management’s periodic review of the collectibility of the loans in light of historical experience, the nature

F-8

BENJAMIN FRANKLIN BANCORP, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Dollars in Thousands)

and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.

      The allowance consists of specific, general and unallocated components. The specific component relates to loans that are classified as either doubtful, substandard or special mention. For such loans that are also classified as impaired, an allowance is established when the discounted cash flows or collateral value of the impaired loan is lower than the carrying value of the loan. The general component covers non-classified loans and is based on historical loss experience adjusted for qualitative factors. An unallocated component is maintained to cover uncertainties that could affect management’s estimate of probable losses. The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the portfolio.

      A loan is considered impaired when, based on current information and events, it is probable that the Bank will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Impairment is measured on a loan by loan basis for commercial loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate, or the fair value of the collateral if the loan is collateral dependent.

      Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, the Bank does not separately identify individual consumer and residential loans for impairment disclosures.

Servicing

      Servicing assets are recognized as separate assets when rights are acquired through purchase or through sale of financial assets. For sales of mortgage loans, a portion of the cost of originating the loan is allocated to the servicing right based on relative fair value. Fair value is based on market prices for comparable mortgage servicing contracts. Capitalized servicing rights are reported in other assets and are amortized into noninterest income in proportion to, and over the period of, the estimated future net servicing income of the underlying financial assets, and are adjusted for prepayments. Servicing assets are evaluated for impairment based upon the fair value of the rights as compared to amortized cost. Impairment is determined by stratifying rights by the original term of maturity ranging from 10-30 years and using a weighted average interest rate and maturity date within each strata. Fair value is determined using prices for similar assets with similar characteristics, when available, or based upon discounted cash flows using market-based assumptions. Impairment is recognized through a valuation allowance for an individual stratum, to the extent that fair value is less than the capitalized amount for the stratum.

Premises and equipment

      Land is carried at cost. Buildings and improvements and equipment are carried at cost, less accumulated depreciation computed on the straight-line method over the estimated useful lives of the assets or the expected terms of the leases, if shorter. Expected terms include lease option periods to the extent that the exercise of the options is reasonably assured.

F-9

BENJAMIN FRANKLIN BANCORP, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Dollars in Thousands)

Transfers of financial assets

      Transfers of financial assets are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right to pledge or exchange the transferred assets, and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.

Goodwill and identifiable intangible assets

      The assets (including identifiable intangible assets) and liabilities acquired in a business combination are recorded at fair value at the date of acquisition. Goodwill is recognized for the excess of the acquisition cost over the fair values of the net assets acquired. Identifiable intangible assets are subsequently amortized on a straight-line or accelerated basis, over their estimated lives. Management assesses the recoverability of intangible assets subject to amortization whenever events or changes in circumstances indicate that their carrying value may not be recoverable. If carrying amount exceeds fair value an impairment charge is recorded to income. Goodwill is not amortized and is reviewed on an annual basis for impairment. In evaluating goodwill, management does not track the separate fair value of the acquired entities, but instead measures the fair value of the entire company. At December 31, 2005 and 2004, management concluded that no intangible assets were impaired.

Derivative financial instruments

      The Company’s derivative financial instruments include commitments to potential borrowers for loans intended to be sold and related loan sale commitments to investors. All derivatives are recognized as assets or liabilities in the balance sheet and measured at fair value.

Retirement plan

      The Company accounts for directors’ post-retirement pension plan benefits on the net periodic pension cost method for financial reporting purposes. This method recognizes the compensation cost of an employee’s pension benefit over the employee’s approximate service period.

Income taxes

      Deferred tax assets and liabilities are reflected at currently enacted income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted accordingly through the provision for income taxes. The Bank’s base amount of its federal income tax reserve for loan losses is a permanent difference for which there is no recognition of a deferred tax liability. However, the loan loss allowance maintained for financial reporting purposes is a temporary difference with allowable recognition of a related deferred tax asset, if deemed realizable.

      A valuation allowance related to deferred tax assets is established when, in the judgment of management, it is more likely than not that all or a portion of such deferred tax assets will not be realized. (See Note 13.)

F-10

BENJAMIN FRANKLIN BANCORP, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Dollars in Thousands)

Advertising costs

      Advertising costs are expensed as incurred.

Comprehensive income

      Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income. Although certain changes in assets and liabilities, such as unrealized gains and losses on available-for-sale securities, are reported as a separate component of the stockholders’ equity section of the consolidated balance sheet, such items, along with net income, are components of comprehensive income (loss). The components of other comprehensive income (loss) and related tax effects are as follows:

		Years Ended December 31,
		2005			2004		2003
Unrealized holding gains (losses) on securities available for sale		$	(750	)	$	266	$	(2,361	)
Tax effect			93			44		237
	Net-of-tax amount		(657	)		310		(2,124	)
Reclassification adjustment for gains (losses) realized in income			—			24		(86	)
Tax effect			—			4		9
	Net-of-tax amount		—			28		(77	)
	Total change	$	(657	)	$	338	$	(2,201	)

Earnings per share

      Basic earnings per share (“EPS”) excludes dilution and is calculated by dividing net income available to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted EPS is computed in a manner similar to that of basic EPS except that the weighted-average number of common shares outstanding is increased to include the number of incremental common shares (computed using the treasury stock method) that would have been outstanding if all potentially dilutive common stock equivalents (such as stock options and unvested restricted stock) were issued during the period. There were no potentially dilutive common stock equivalents outstanding during the year ended December 31, 2005. Unallocated common shares held by the ESOP are shown as a reduction in stockholders’ equity and are not included in the weighted-average number of common shares outstanding for either basic or diluted earnings per share calculations.

      The Company converted to a stock company on April 4, 2005, resulting in shares outstanding for a period less than twelve months during the year ended December 31, 2005. Earnings per share for each of the three-month periods ended September 30 and December 31, 2005 can be found in Note 21 to the consolidated financial statements.

Recent accounting pronouncements

      On December 16, 2004, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 123R, “Share-Based Payment,” which changes, among other things, the manner in which share-based compensation, such as stock options, will be accounted for by both public and non-public companies. SFAS No. 123R will be effective beginning with the first interim or annual reporting period of the Company’s first fiscal year that begins after June 15, 2005, which would be January 1, 2006 for the Company. For public companies, the cost of employee services received

F-11

BENJAMIN FRANKLIN BANCORP, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Dollars in Thousands)

in exchange for equity instruments including options and restricted stock awards generally will be measured at fair value at the grant date. The grant date fair value will be estimated using option-pricing models adjusted for the unique characteristics of those options and instruments, unless observable market prices for the same or similar options are available. The cost will be recognized over the requisite service period, often the vesting period.

      The provisions of SFAS No. 123R do not have an impact on the Company’s results of operations at this time. However, as disclosed in the prospectus used in the Company’s stock offering related to the mutual-to-stock conversion, the Company expects to adopt a stock-based incentive plan in 2006, subject to shareholder approval. The granting of restricted stock awards and stock options under the stock-based incentive plan will increase the Company’s compensation costs in the periods in which such awards and options vest.

      In August 2005, the FASB issued an exposure draft which would amend FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, with respect to the accounting for servicing of financial assets. This proposed Statement would require that all separately recognized servicing rights be initially measured at fair value, if practicable. For each class of separately recognized servicing assets and liabilities, this proposed Statement would permit an entity to choose either of the following subsequent measurement methods (1) amortize servicing assets or liabilities in proportion to and over the period of estimated net servicing income or net servicing loss or (2) report servicing assets or liabilities at fair value at each reporting date and report changes in fair value in earnings in the period in which the changes occur. This proposed Statement also would require additional disclosures for all separately recognized servicing rights. This proposed Statement would be effective for new transactions occurring and for subsequent measurement in the earlier of the first fiscal year that begins after December 15, 2005, or fiscal years beginning during the fiscal quarter in which the final Statement is issued. This Statement is not expected to have a material impact on the Company’s consolidated financial statements.

2. STOCK CONVERSION AND MERGER

      The Company completed its mutual-to-stock conversion (the “Conversion”) and related stock offering with the issuance of 5,577,419 shares of common stock, at an offering price of $10 per share, on April 4, 2005. An additional 2,511,479 shares, valued at $10 per share, were issued in connection with the acquisition of 100% of the outstanding common stock of Chart Bank, which was consummated immediately following the stock conversion. The cash portion of the consideration paid to Chart Bank shareholders totaled $21,535, resulting in a total purchase price of $46,650. The Company’s stock began trading on April 5, 2005, on the Nasdaq National Market, under the symbol “BFBC”.

      In connection with the Conversion, the Company established the Benjamin Franklin Bank Charitable Foundation (the “Foundation”), funded with a contribution of 400,000 shares of newly-issued Benjamin Franklin common stock. This contribution resulted in the recognition of expense in the second quarter of 2005 equal to the $10 offering price for each of the shares contributed, net of tax benefits. The Foundation provides funding to support charitable causes and community development activities in the communities served by the Company.

      As part of the Conversion, the Company established a liquidation account in the amount of $31,327 which is equal to the net worth of the Company as of the date of the latest consolidated balance sheet appearing in the final prospectus distributed in connection with the Conversion. The liquidation account is maintained for the benefit of eligible account holders and supplemental eligible account holders who maintain their deposit accounts at the Bank after the Conversion. The liquidation account will be reduced annually to the extent that such account holders have reduced their qualifying deposits as of each

F-12

BENJAMIN FRANKLIN BANCORP, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Dollars in Thousands)

anniversary date. Subsequent increases will not restore an account holder’s interest in the liquidation account. In the event of a complete liquidation, each eligible account holder will be entitled to receive balances for accounts then held.

      The Company may not declare or pay dividends on, and may not repurchase, any of its shares of common stock if the effect thereof would cause stockholders’ equity to be reduced below applicable regulatory capital maintenance requirements or if such declaration, payment or repurchase would otherwise violate regulatory requirements.

      The acquisition of Chart Bank was accounted for using the purchase method of accounting and the allocation of purchase price is as follows:

	Final
	Allocation
	of Purchase
	Price
Assets:
Cash and cash equivalents	$	31,414
Securities		36,136
Loans, less allowance for loan losses		184,035
Premises and equipment		2,623
Goodwill		29,515
Core deposit intangible		5,488
Other assets		1,211
		290,422
Liabilities:
Deposits		217,376
Borrowed funds		25,399
Other liabilities		997
		243,772
Net assets acquired	$	46,650

      The goodwill recognized in the acquisition of Chart Bank, in the amount of $29.5 million, is not tax deductible. Goodwill will not be amortized, but will be subject to periodic testing for impairment. Any impairment detected in the future as a result of such testing would result in a charge to earnings. Certain other purchase accounting adjustments, consisting of fair value adjustments of investments, loans, time deposits and borrowed funds and a core deposit intangible (Note 9), are being amortized/accreted into income over the estimated lives of those adjustments. The following table summarizes the Company’s estimated future amortization expense of the balance of these purchase accounting adjustments at December 31, 2005.

Year Ending December 31,	Amount
2006	$	442
2007		552
2008		504
2009		374
2010		294
Thereafter		1,002
	$	3,168

F-13

BENJAMIN FRANKLIN BANCORP, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Dollars in Thousands)

      The results of Chart Bank are included in the results of the Company beginning April 4, 2005. The following condensed pro forma consolidated statements of operations for the years ended December 31, 2005 and 2004 assume that Chart Bank had been acquired as of January 1, 2005 and 2004 and include the purchase accounting adjustments. The pro forma information is theoretical in nature and is not necessarily indicative of future consolidated results of operations of the Company or the consolidated results of operations that would have resulted had the Company acquired the stock of Chart Bank during the periods presented:

		Years Ended
		December 31,
		2005		2004
		(Unaudited)
Interest and dividend income		$	38,553	$	32,675
Interest expense			14,119		10,482
	Net interest income		24,434		22,193
Provision for loan losses			716		740
Non-interest income			4,212		4,753
Non-interest expense			26,564		22,124
	Income before income taxes		1,366		4,082
Income tax provision			1,320		1,689
	Net income	$	46	$	2,393

      The pro forma results of operations for the year ended December 31, 2005 include a net $1.0 million loss on sale/write-down of bank-owned land and a $4.0 million expense for the contribution of 400,000 shares of Benjamin Franklin Bancorp common stock to the Foundation. Tax benefits have been reflected for the $4.0 million Foundation contribution, but no tax benefit has been recognized for the $1.0 loss on sale/write-down of bank owned land. These results also include $709,000 of non-tax deductible merger-related expenses recorded by Chart Bank during the period from January 1, 2005 to April 4, 2005.

3. RESTRICTIONS ON CASH AND DUE FROM BANKS

      The Bank is required to maintain daily average balances on hand or with the Federal Reserve Bank. At December 31, 2005 and 2004, these reserve balances amounted to $200.

4. SHORT-TERM INVESTMENTS

      Short-term investments consist of the following:

	December 31,
	2005		2004
Federal funds sold	$	10,777	$	4,380
Money market accounts		1,274		1,133
	$	12,051	$	5,513

F-14

BENJAMIN FRANKLIN BANCORP, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Dollars in Thousands)

5. SECURITIES

      The amortized cost and fair value of securities with gross unrealized gains and losses follows:

			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value
December 31, 2005:
Securities available for sale:
Government-sponsored enterprise obligations	$	86,141	$	1	$	(648	)	$	85,494
Other bonds and obligations		4,719		—		(28	)		4,691
Mortgage-backed securities		34,107		15		(1,928	)		32,194
	$	124,967	$	16	$	(2,604	)	$	122,379
Securities held to maturity:
Mortgage-backed securities	$	109	$	—	$	—		$	109

			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value
December 31, 2004:
Securities available for sale:
Government-sponsored enterprise obligations	$	33,607	$	2	$	(303	)	$	33,306
Other bonds and obligations		5,055		—		(41	)		5,014
Mortgage-backed securities		49,246		41		(1,537	)		47,750
	$	87,908	$	43	$	(1,881	)	$	86,070
Securities held to maturity:
Mortgage-backed securities	$	217	$	4	$	—		$	221

      The amortized cost and estimated fair value of debt securities, excluding mortgage-backed securities, by contractual maturity at December 31, 2005 is as follows. Expected maturities will differ from contractual maturities on certain securities because of call or prepayment provisions.

	Amortized		Fair
	Cost		Value
Within 1 year	$	40,403	$	40,158
After 1 year through 5 years		50,457		50,027
	$	90,860	$	90,185

      Proceeds from the sale of securities available for sale during the years ended December 31, 2004 and 2003 amounted to $5,591 and $30,886, respectively. Gross gains of $15 and $189, and gross losses of $39 and $103, were realized during the years ended December 31, 2004 and 2003, respectively. There was no sale of securities during the year ended December 31, 2005.

F-15

BENJAMIN FRANKLIN BANCORP, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Dollars in Thousands)

      Information pertaining to securities with gross unrealized losses at December 31, 2005 and 2004, aggregated by investment category and length of time that individual securities have been in a continuous loss position, follows:

	Less Than Twelve
	Months				Over Twelve Months
	Gross				Gross
	Unrealized		Fair		Unrealized		Fair
	Losses		Value		Losses		Value
December 31, 2005:
Government-sponsored enterprise obligations	$	235	$	36,670	$	413	$	48,824
Other bonds and obligations		10		3,001		18		1,690
Mortgage-backed securities		—		—		1,928		32,303
Total temporarily impaired securities	$	245	$	39,671	$	2,359	$	82,817
December 31, 2004:
Government-sponsored enterprise obligations	$	267	$	26,275	$	36	$	6,024
Other bonds and obligations		41		5,014		—		—
Mortgage-backed securities		37		3,031		1,500		43,629
Total temporarily impaired securities	$	345	$	34,320	$	1,536	$	49,653

      The above unrealized losses on debt securities at December 31, 2005 represent 2.08% of the securities’ amortized cost and reflect temporary declines in fair value attributable to changes in market interest rates. As management has both the intent and ability to hold these securities for the foreseeable future, no declines are deemed to be other than temporary.

6. LOANS

      A summary of the balances of loans follows:

			December 31,
			2005			2004
Mortgage loans on real estate:
	Residential		$	286,204		$	241,090
	Commercial			209,009			85,911
	Construction			60,399			28,651
	Home equity			32,419			23,199
				588,031			378,851
Other loans:
	Commercial			19,162			4,375
	Consumer			2,395			2,170
				21,557			6,545
		Total loans		609,588			385,396
Allowance for loan losses				(5,670	)		(3,172	)
Net deferred loan costs				1,214			1,149
		Loans, net	$	605,132		$	383,373

F-16

BENJAMIN FRANKLIN BANCORP, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Dollars in Thousands)

      An analysis of the allowance for loan losses follows:

	Years Ended December 31,
	2005			2004			2003
Balance at beginning of year	$	3,172		$	2,523		$	2,312
Allowance added from acquisition of Chart Bank		1,812			—			—
Provision for loan losses		686			620			625
Recoveries		79			46			123
Charge-offs		(79	)		(17	)		(537	)
Balance at end of year	$	5,670		$	3,172		$	2,523

      The following is a summary of impaired and non-accrual loans:

	December 31,
	2005		2004
Total impaired loans, all with valuation allowances	$	264	$	334
Valuation allowances related to impaired loans	$	140	$	210
Non-accrual loans	$	465	$	334
Loans greater than 90 days delinquent and still accruing	$	2	$	3

	Years Ended
	December 31,
	2005		2004		2003
Average recorded investment in impaired loans	$	266	$	395	$	568
Interest income recognized on a cash basis on impaired loans	$	12	$	—	$	30

      No additional funds are committed to be advanced in connection with impaired loans.

      At December 31, 2005 and 2004, loans with a principal balance of $12,320 and $16,161, respectively, were pledged to the Federal Reserve Bank of Boston as part of the Borrower-in-Custody advance program for which there are no outstanding advances as of December 31, 2005 and 2004.

7. SERVICING

      Loans serviced by the Bank for others amounted to $122,447 and $130,559 at December 31, 2005 and 2004, respectively. All loans sold and serviced for others were sold without recourse provisions.

      Mortgage servicing rights included in other assets at December 31, 2005 and 2004 were $503 and $653, respectively. The fair value of mortgage servicing rights was $943 and $1,001 at December 31, 2005 and 2004, respectively. Information applicable to mortgage servicing rights is as follows:

	Years Ended December 31,
	2005	2004	2003
Mortgage servicing rights capitalized	$132	$241	$865
Mortgage servicing rights amortized	$282	$450	$892

F-17

BENJAMIN FRANKLIN BANCORP, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Dollars in Thousands)

8. PREMISES AND EQUIPMENT

      A summary of the cost and accumulated depreciation of premises and equipment follows:

		December 31,
								Estimated
		2005			2004			Useful Lives
Premises:
	Land	$	3,121		$	4,357
	Buildings and improvements		11,264			10,614			5-39 years
Equipment			6,174			4,585			2-10 years
			20,559			19,556
Less accumulated depreciation			(9,392	)		(8,409	)
		$	11,167		$	11,147

      Depreciation expense for the years ended December 31, 2005, 2004 and 2003 amounted to $983, $679 and $872, respectively.

      The Company leases two of its branch offices under lease agreements from entities owned and managed by a Director of the Company. Pursuant to the terms of these noncancelable lease agreements in effect at December 31, 2005, pertaining to banking premises, future minimum rent commitments under the operating leases are as follows:

Year Ending December 31,	Amount
2006	$	236
2007		236
2008		131
2009		98
2010		98
	$	799

      The leases contain options to extend for periods of five years. The cost of such rentals is not included above. Total rent expense for the year ended December 31, 2005 amounted to $176. No rental expense was incurred during the years ended December 31, 2004 and 2003.

9. IDENTIFIABLE INTANGIBLE ASSETS

      The Company recorded an identifiable intangible asset for core deposits in connection with its 1998 acquisition of Foxboro National Bank and its 2005 acquisition of Chart Bank. The resulting core deposit intangible assets are being amortized over periods of 7 years on the straight-line basis and 15 years on the double declining balance method, respectively. The net book value of this asset at December 31, 2005 and 2004 is as follows:

	December 31,
	2005			2004
Core deposit intangible	$	6,756		$	1,268
Accumulated amortization		(2,623	)		(1,223	)
	$	4,133		$	45

F-18

BENJAMIN FRANKLIN BANCORP, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Dollars in Thousands)

      Amortization expense, relating solely to the core deposit intangible, was $1,400, $181 and $181 for each of the years ended December 31, 2005, 2004 and 2003, respectively. Expected future amortization expense as of December 31, 2005 is as follows:

Year Ending December 31,	Amount
2006	$	1,064
2007		779
2008		574
2009		408
2010		310
Thereafter		998
	$	4,133

10. DEPOSITS

      A summary of deposit balances, by type, is as follows:

		December 31,
		2005		2004
Demand deposits		$	124,396	$	87,776
NOW			32,147		22,460
Regular and other savings			97,960		95,875
Money market deposits			94,347		53,167
	Total non-certificate accounts		348,850		259,278
Term certificates less than $100,000			157,933		97,114
Term certificates of $100,000 or more			104,890		40,107
	Total certificate accounts		262,823		137,221
	Total deposits	$	611,673	$	396,499

      A summary of term certificate accounts by maturity is as follows:

	December 31, 2005					December 31, 2004
			Weighted					Weighted
			Average					Average
	Amount		Rate			Amount		Rate
Within 1 year	$	204,459		3.47	%	$	98,965		2.22	%
Over 1 year to 3 years		51,066		3.71			32,767		2.90
Over 3 years to 5 years		7,298		4.17			5,489		3.30
	$	262,823		3.53	%	$	137,221		2.42	%

11. SHORT-TERM BORROWINGS

      There were no short-term borrowings outstanding at December 31, 2005. At December 31, 2004, short-term borrowings consisted of Federal Home Loan Bank (“FHLB”) advances in the amount of $4,250 with a weighted average rate of 2.53% at December 31, 2004. The advances are secured by a blanket lien on qualified collateral as described in Note 12.

F-19

BENJAMIN FRANKLIN BANCORP, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Dollars in Thousands)

12. LONG-TERM DEBT

      Long-term debt consists of the following:

	December 31,
	2005		2004
FHLB fixed-rate advances	$	128,936	$	72,000
Subordinated debt issued to trust subsidiary		9,000		9,000
Secured borrowing		2,403		—
	$	140,339	$	81,000

FHLB Advances

      Additional information pertaining to FHLB advances at December 31, 2005 and 2004 is as follows:

	December 31, 2005					December 31, 2004
			Weighted					Weighted
			Average					Average
Maturity Date	Amount		Rate			Amount		Rate
2006	$	8,936		3.00	%	$	7,000		3.05	%
2007		23,000		3.25			23,000		3.25
2008		27,000		4.09			6,000		3.53
2009*		6,000		4.91			6,000		4.91
2010*		34,000		4.19			—		—
2011*		30,000		4.38			30,000		4.38
	$	128,936		4.00	%	$	72,000		3.87	%

*  Includes advances in aggregate of $46,000 that are callable in 2006.

      The Bank also has an available line of credit with the FHLB at an interest rate that adjusts daily. At December 31, 2005 and 2004, borrowings under the line were limited to $500, none of which was outstanding.

      FHLB borrowings are limited to 2% of the Bank’s total assets. All borrowings from the Federal Home Loan Bank are secured by a blanket lien on qualified collateral, defined principally as 75% of the carrying value of first mortgage loans on owner-occupied residential property. At December 31, 2005 and 2004, the carrying amount of assets qualifying as collateral for FHLB advances amounted to $268,249 and $220,513, respectively.

Subordinated Debt

      During the fourth quarter of 2002, the Company raised net proceeds of $8.7 million in a sale of $9.0 million of subordinated debentures to Benjamin Franklin Capital Trust I (the “Trust”), a wholly-owned subsidiary of the Company. The Trust funded the purchase by participating in a pooled offering of 9,000 capital securities representing preferred ownership interests in the assets of the Trust with a liquidation value of $1,000 each. Using interest payments made by the Company on the debentures, the Trust will pay quarterly dividends to preferred security holders. The percentage rate of interest payable on the subordinated debentures and the cumulative dividends payable quarterly on the preferred securities is 6.94% for the first five years and thereafter will be at a rate equal to the three-month Libor rate plus

F-20

BENJAMIN FRANKLIN BANCORP, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Dollars in Thousands)

3.45%. The Company has the option to defer interest payments on the subordinated debentures for up to five years and, accordingly, the Trust may defer dividend distributions for up to five years. The debentures and the preferred securities mature in November 2032 unless the Company elects and obtains regulatory approval to accelerate the maturity date to November 2007 or thereafter.

      The outstanding preferred securities may be included in regulatory Tier 1 capital (See Note 15), subject to a limitation that such amounts not exceed 25% of Tier 1 capital. At December 31, 2005 and 2004, preferred securities aggregating $9,000 are included in Tier 1 capital. Deferred debt financing costs are included in other assets and are amortized over the life of the debentures.

Secured Borrowing

      As of December 31, 2005, the Bank has a participating interest in a commercial loan which provides the Bank with the optional right to repurchase the participation at par. The Bank recorded the transfer as a secured borrowing and the outstanding par value of the participation amounted to $2,403 at December 31, 2005.

13. INCOME TAXES

      Allocation of the federal and state income taxes between current and deferred portions is as follows:

			Years Ended December 31,
			2005			2004			2003
Current tax provision:
	Federal		$	2,394		$	809		$	863
	State			662			244			125
				3,056			1,053			988
Deferred tax benefit:
	Federal			(2,012	)		(139	)		(73	)
	State			(365	)		(38	)		(44	)
				(2,377	)		(177	)		(117	)
Change in valuation reserve				433			16			(52	)
				(1,944	)		(161	)		(169	)
		Total tax provision	$	1,112		$	892		$	819

      The reasons for the differences between the statutory federal income tax rate and the effective tax rates are summarized as follows:

		Years Ended December 31,
		2005			2004			2003
Statutory rate			34.0	%		34.0	%		34.0	%
Increase (decrease) resulting from:
	State taxes, net of federal tax		12.7			5.3			2.1
	Change in valuation reserve		28.1			0.6			(2.1	)
	Officers’ life insurance		(5.4	)		(2.4	)		(3.4	)
	Other, net		2.7			(2.9	)		2.1
Effective tax rates			72.1	%		34.6	%		32.7	%

F-21

BENJAMIN FRANKLIN BANCORP, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Dollars in Thousands)

      The components of the net deferred tax asset are as follows:

		December 31,
		2005			2004
Deferred tax liability:
	Federal	$	(2,371	)	$	(1,181	)
	State		(787	)		(384	)
			(3,158	)		(1,565	)
Deferred tax asset:
	Federal		5,873			3,547
	State		891			431
			6,764			3,978
Valuation reserve			(2,722	)		(2,289	)
			4,042			1,689
Net deferred tax asset		$	884		$	124

      The tax effect of each item that gives rise to deferred taxes are as follows:

	December 31,
	2005			2004
Allowance for loan losses	$	2,028		$	1,212
Employee benefit plans		465			177
Net unrealized loss on securities available for sale		262			169
Depreciation and amortization		(937	)		(615	)
Net deferred loan costs		(497	)		(470	)
Mortgage servicing rights		(205	)		(267	)
Capital loss carryforward		2,149			2,289
Write-down of land		573			—
Charitable contribution carryover		1,113			—
Purchase accounting adjustments		(1,433	)		(121	)
Other, net		88			39
		3,606			2,413
Valuation reserve		(2,722	)		(2,289	)
Deferred tax asset	$	884		$	124

      At December 31, 2005, the Company has a capital loss carryover of $6,353 available to offset future capital gains, of which $6,321 expires in 2006 and $32 expires in 2009. The change in the valuation reserve for the years ended December 31, 2005 and 2004 is due to the change in the capital loss carryforward, and the write-down of land for which no tax benefit can be recognized.

      The federal income tax reserve for loan losses at the Bank’s base year amounted to $3,055. If any portion of the reserve is used for purposes other than to absorb loan losses, approximately 150% of the amount actually used (limited to the amount of the reserve) would be subject to taxation in the year in

F-22

BENJAMIN FRANKLIN BANCORP, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Dollars in Thousands)

which used. As the Bank intends to use the reserve only to absorb loan losses, a deferred tax liability of $1,253 has not been provided.

14. OTHER COMMITMENTS AND CONTINGENCIES

      In the normal course of business, there are outstanding commitments which are not reflected in the accompanying consolidated financial statements.

Loan commitments

      The Bank is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and advance funds on outstanding lines-of-credit. Such commitments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets.

      The Bank’s exposure to credit loss is represented by the contractual amount of the commitments. The Bank uses the same credit policies in making commitments as it does for on-balance-sheet instruments.

      At December 31, 2005 and 2004, the following financial instruments were outstanding whose contract amounts represent credit risk:

	December 31,
	2005		2004
Commitments to grant loans	$	30,420	$	15,470
Unadvanced funds on construction loans		24,420		20,338
Unadvanced funds on home equity lines-of-credit		39,896		28,260
Unadvanced funds on commercial lines-of-credit		19,547		4,391
Unadvanced funds on personal lines-of-credit		2,457		2,130
Commercial letter of credit		1,412		—

      Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. The commitments for lines-of-credit may expire without being drawn upon, therefore, the total commitment amounts do not necessarily represent future cash requirements. The Bank evaluates each customer’s credit worthiness on a case-by-case basis. Funds disbursed under commitments to grant loans and home equity lines-of-credit are primarily secured by real estate, and commercial lines-of-credit are generally secured by business assets. Personal lines-of-credit are unsecured.

      Commercial letters-of-credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. Those letters-of-credit are primarily issued to support public and private borrowing arrangements. Essentially all letters of credit issued have expiration dates within one year. The credit risk involved in issuing letters-of-credit is essentially the same as that involved in extending loan facilities to customers. The Bank generally holds collateral supporting those commitments.

Derivative financial instruments

      Loan commitments pertaining to loans that the Company is originating for sale are, by definition, derivative financial instruments. The Bank enters into investor loan sale commitments to mitigate the

F-23

BENJAMIN FRANKLIN BANCORP, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Dollars in Thousands)

interest rate risk inherent in fixed-rate loan commitments. These sale commitments also meet the characteristics of a derivative financial instrument. These transactions involve both credit and market risk.

      Loan commitments with individual borrowers require the Bank to originate a loan upon completion of various underwriting requirements, and may lock an interest rate at the time of commitment. In turn, the Bank generally enters into investor loan sale commitments which represent agreements to sell these loans to investors at a predetermined price. If the individual loan is not available for sale (i.e. the loan does not close), the Bank may fill the commitment with a similar loan, or pay a fee to terminate the contract. At December 31, 2005 and 2004, the Bank had $648 and $1,145, respectively, in commitments to grant mortgage loans under rate lock agreements with borrowers. At December 31, 2005 and 2004, the Bank had $648 and $1,145, respectively, in outstanding investor loan sale commitments. The fair value of these derivative financial instruments is zero at the date of commitment and subsequent changes are not material.

Other contingencies

      Various legal claims also arise from time to time in the normal course of business which, in the opinion of management, will have no material effect on the Company’s consolidated financial statements.

15. MINIMUM REGULATORY CAPITAL REQUIREMENTS

      The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s and the Bank’s consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific capital guidelines that involve quantitative measures of its assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Bank holding companies are not covered by the prompt corrective action provisions of the capital guidelines.

      Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the following table) of total and Tier 1 capital (as defined) to risk-weighted assets (as defined) and of Tier 1 capital to average assets (as defined). Management believes, as of December 31, 2005 and 2004, that the Company and the Bank meet all capital adequacy requirements to which they are subject.

F-24

BENJAMIN FRANKLIN BANCORP, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Dollars in Thousands)

      As of December 31, 2005, the most recent notification from the Federal Deposit Insurance Corporation categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Bank must maintain minimum total risk-based, Tier 1 risk-based and Tier 1 leverage ratios as set forth in the following table. There are no conditions or events since the notification that management believes have changed the Bank’s category. The Company’s and the Bank’s actual capital amounts and ratios as of December 31, 2005 and 2004 are also presented in the table.

												Minimum to be
												Well Capitalized
												Under Prompt
							Minimum Capital					Corrective Action
		Actual					Requirements					Provisions
		Amount		Ratio			Amount		Ratio			Amount		Ratio
December 31, 2005:
Total capital to risk weighted assets:
	Consolidated	$	87,212		15.3	%	$	45,614		8.0	%		N/A		N/A
	Bank		61,393		10.8			45,528		8.0		$	56,910		10.0	%
Tier 1 capital to risk weighted assets:
	Consolidated		81,543		14.3			22,807		4.0			N/A		N/A
	Bank		55,724		9.8			22,764		4.0			34,146		6.0
Tier 1 capital to average assets:
	Consolidated		81,543		9.9			33,115		4.0			N/A		N/A
	Bank		55,724		6.7			33,085		4.0			41,356		5.0
December 31, 2004:
Total capital to risk weighted assets:
	Consolidated	$	40,876		12.5	%	$	26,200		8.0	%		N/A		N/A
	Bank		40,022		12.3			26,125		8.0		$	32,656		10.0	%
Tier 1 capital to risk weighted assets:
	Consolidated		37,704		11.5			13,100		4.0			N/A		N/A
	Bank		36,850		11.3			13,062		4.0			19,594		6.0
Tier 1 capital to average assets:
	Consolidated		37,704		7.3			20,545		4.0			N/A		N/A
	Bank		36,850		7.2			20,513		4.0			25,641		5.0

F-25

BENJAMIN FRANKLIN BANCORP, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Dollars in Thousands)

      A reconciliation of the Company’s and Bank’s stockholders’ equity to regulatory capital follows:

			December 31, 2005						December 31, 2004
			Consolidated			Bank			Consolidated			Bank
			(In thousands)
Total stockholders’ equity per financial statements			$	108,112		$	91,293		$	31,328		$	39,474
Adjustments for Tier 1 capital:
	Goodwill			(33,763	)		(33,763	)		(4,248	)		(4,248	)
	Intangible assets			(4,133	)		(4,133	)		(45	)		(45	)
	Trust preferred securities			9,000			—			9,000			—
	Accumulated losses on securities available for sale, net of tax			2,326			2,326			1,669			1,669
		Total Tier 1 capital		81,542			55,723			37,704			36,850
Adjustments for total capital:
	Allowance for loan losses			5,670			5,670			3,172			3,172
Total capital per regulatory reporting			$	87,212		$	61,393		$	40,876		$	40,022

16.     RESTRICTIONS ON DIVIDENDS, LOANS AND ADVANCES

      Federal and state banking regulations place certain restrictions on dividends paid and loans or advances made by the Bank to the Company. While Federal regulations limit the amount of dividends that may be paid at any date to the retained earnings of the Bank, for State regulatory purposes, the approval of the Massachusetts Commissioner of Banks is required if the total of all dividends declared in any calendar year exceeds the total of the Bank’s net profits for that year combined with its retained net profits of the preceding two years. Loans or advances are limited to 10 percent of the Bank’s capital stock and surplus on a secured basis.

      At December 31, 2005, the Bank’s total retained earnings available for the payment of dividends was $35,001. Accordingly, $56,244 of the Company’s equity in the net assets of the Bank was restricted at December 31, 2005. Funds available for loans or advances by the Bank to the Company amounted to $9,100.

      In addition, dividends paid by the Bank to the Company would be prohibited if the effect thereof would cause the Bank’s capital to be reduced below applicable minimum capital requirements, or would impair the liquidation account established for the benefit of the Bank’s eligible account holders and supplemental account holders at the time of the Conversion.

17. EMPLOYEE BENEFIT PLANS

401(k) plan

      The Bank adopted a 401(k) savings plan, which provides for voluntary contributions by participating employees up to seventy-five percent of their compensation, subject to certain limitations. Under the terms of the plan, the Bank at its discretion will match two hundred percent of an employee’s contribution to the 401(k) plan subject to a maximum of 6% of the employee’s compensation. Total expense under the 401(k) plan for the years ended December 31, 2005, 2004 and 2003, amounted to $398, $334 and $437, respectively.

F-26

BENJAMIN FRANKLIN BANCORP, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Dollars in Thousands)

Supplemental retirement plans

      The Bank has adopted a Supplemental Executive Retirement Plan, which provides for certain of the Bank’s executives to receive monthly benefits upon retirement, subject to certain limitations as set forth in the Plan and a Benefit Restoration Plan which provides for restorative payments equal to (1) the amount of additional benefits the participants would receive under the 401(k) plan if there were no income limitations imposed by the Internal Revenue and (2) projected allocation under the ESOP plan as if the participant had continued through the full vesting term of the plan upon retirement. The present value of these future benefits is accrued over the executives’ terms of employment, and the expense for the years ended December 31, 2005, 2004 and 2003 amounted to $247, $197 and $101, respectively.

Director fee continuation plan

      Effective April 4, 2005, the Company established an unfunded director fee continuation plan which provides certain benefits to all eligible non-employee members of the boards of directors of the Company and Bank upon retirement. Information pertaining to the activity in the plan follows:

		Year Ended
		December 31, 2005
Change in benefit obligation:
	Benefit obligation at inception for prior service cost	$	824
	Service cost		110
	Interest cost		34
	Change in discount rate		(10	)
	Actuarial gain		(170	)
	Benefit obligation at end of year		788
Fair value of plan assets at end of year			—
Funded status			(788	)
Unrecognized net actuarial gain			(179	)
Unrecognized prior service cost			746
Accrued pension cost		$	(221	)
Accumulated benefit obligation at end of year		$	(599	)

      The assumptions used to determine the benefit obligation are as follows:

	December 31,
	2005
Discount rate		5.75%
Rate of fee increase		2.00%

      The components of net periodic pension cost are as follows:

	Year Ended December 31,
	2005
Service cost	$	110
Interest cost		34
Amortization of prior service cost		77
	$	221

F-27

BENJAMIN FRANKLIN BANCORP, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Dollars in Thousands)

      The assumptions used to determine net periodic pension cost are as follows:

	Year Ended December 31,
	2005
Discount rate		5.75%
Annual salary increase		2.00

      Estimated future benefit payments, which reflect expected future service, as appropriate, are as follows:

Year Ending December 31,	Amount
2006	$	23
2007		112
2008		165
2009		184
2010		184
Years 2011-2015		262

Executive employment and change in control agreements

      Effective April 4, 2005, the Bank entered into Executive Employment Agreements with the President and the Chief Financial Officer for an initial term of three years. These agreements provide for, among other things, an annual base salary and severance upon termination of employment. However, such employment may be terminated for cause, as defined, without incurring any continuing obligation. These agreements also provide for automatic extensions such that, at any point in time, the then-remaining term of employment shall be three years.

      The Company also entered into Change in Control Agreements with five of its senior officers on April 4, 2005. These agreements provide for a lump sum severance payment equal to either one or two times the officer’s annual compensation, as defined, and certain other benefits upon termination of the officer’s employment under certain circumstances within two years after a change in control.

Employee Stock Ownership Plan

      As part of the Conversion, the Bank established an Employee Stock Ownership Plan (“ESOP”) for the benefit of its eligible employees. The Company provided a loan to the Benjamin Franklin Bank Employee Stock Ownership Trust of $5,538 which was used to purchase 478,194 shares of the Company’s outstanding stock. The loan bears interest equal to 5.75% and provides for annual payments of interest and principal over the 30-year term of the loan.

      At December 31, 2005, the remaining principal balance on the ESOP debt is payable as follows:

Year Ending December 31,	Amount
2006	$	76
2007		79
2008		83
2009		88
2010		94
Thereafter		4,906
	$	5,326

F-28

BENJAMIN FRANKLIN BANCORP, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Dollars in Thousands)

      The Bank has committed to make contributions to the ESOP sufficient to support the debt service of the loan. The loan is secured by the shares purchased, which are held in a suspense account for allocation among participants as the loan is repaid. Cash dividends paid on allocated shares are distributed to participants and cash dividends paid on unallocated shares are used to repay the outstanding debt of the ESOP.

      Shares held by the ESOP include the following at December 31, 2005:

	December 31,
	2005
Allocated		—
Committed to be allocated		15,940
Unallocated		462,254
		478,194

      As ESOP shares are earned by participants, the Company recognizes compensation expense equal to the fair value of the earned ESOP shares. Total compensation expense recognized in connection with the ESOP was $197 for the year ended December 31, 2005.

18. LOANS TO RELATED PARTIES

      In the ordinary course of business, the Bank grants loans to its officers and directors and their affiliates as follows:

	Years Ended
	December 31,
	2005			2004
Beginning balance	$	2,082		$	2,563
Originations		455			369
Payments and change in status		(1,189	)		(850	)
Ending balance	$	1,348		$	2,082

      The Company leases two of its branch offices under noncancelable operating lease agreements from entities owned and managed by a Director of the Company (see Note 8.)

19. FAIR VALUE OF FINANCIAL INSTRUMENTS

      The fair value of a financial instrument is the current amount that would be exchanged between willing parties, other than in a forced liquidation. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument. SFAS No. 107, excludes certain financial instruments and all nonfinancial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company.

F-29

BENJAMIN FRANKLIN BANCORP, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Dollars in Thousands)

      The following methods and assumptions were used by the Company in estimating fair value disclosures for financial instruments:

      Cash and cash equivalents: The carrying amounts of these instruments approximate fair values.

      Securities: Fair values for securities, excluding restricted equity securities, are based on quoted market prices. The carrying value of restricted equity securities approximates fair value based on the redemption provisions of the issuers.

      Loans: For variable-rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values. Fair values for residential mortgage loans, commercial real estate and investment property mortgage loans, commercial and industrial loans and consumer loans are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. Fair values for non-performing loans are estimated using the lower of underlying collateral values or cost.

      Deposits: The fair values disclosed for non-certificate accounts are, by definition, equal to the amount payable on demand at the reporting date which is the carrying amount. Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits.

      Short-term borrowings: The carrying amounts of short-term borrowings approximate fair value.

      Long-term debt: Fair values of long-term debt are estimated using discounted cash flow analyses based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements.

      Accrued interest: The carrying amount of accrued interest approximates fair value.

      Off-balance-sheet instruments: Fair values for off-balance-sheet lending commitments are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standing. The fair value of these instruments is not material.

      The estimated fair values, and related carrying amounts, of the Company’s financial instruments are as follows:

		December 31,
		2005				2004
		Carrying				Carrying
		Amount		Fair Value		Amount		Fair Value
Financial assets:
	Cash and cash equivalents	$	65,750	$	65,750	$	14,204	$	14,204
	Securities available for sale		122,379		122,379		86,070		86,070
	Securities held to maturity		109		109		217		221
	Restricted equity securities		10,012		10,012		6,975		6,975
	Loans, net		605,132		591,577		383,373		383,875
	Accrued interest receivable		3,045		3,045		1,490		1,490
Financial liabilities:
	Deposits		611,673		610,456		396,499		395,947
	Short-term borrowings		—		—		4,250		4,250
	Long-term debt		140,339		136,715		81,000		80,337
	Accrued interest payable		553		553		324		324

F-30

BENJAMIN FRANKLIN BANCORP, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Dollars in Thousands)

20. CONDENSED FINANCIAL STATEMENTS OF PARENT COMPANY

      Financial information pertaining only to Benjamin Franklin Bancorp, Inc. is as follows:

BALANCE SHEETS

		December 31,
		2005		2004
		(In thousands)
Assets
Cash due from Benjamin Franklin Bank		$	17,432	$	—
Investment in common stock of Benjamin Franklin Bank			91,245		39,474
Loan to Benjamin Franklin Bank ESOP			5,326		—
Other assets			3,142		933
	Total assets	$	117,145	$	40,407
Liabilities and Stockholders’ Equity
$ 9,000 Subordinated debt issued to trust subsidiary		$	9,000
Other liabilities			33		79
	Total liabilities		9,033		9,079
Stockholders’ equity			108,112		31,328
	Total liabilities and stockholders’ equity	$	117,145	$	40,407

STATEMENTS OF INCOME

			Years Ended December 31,
			2005			2004			2003
Income:
	Dividends from Benjamin Franklin Bank		$	633		$	635		$	854
	Interest on investments			464			6			—
		Total income		1,097			641			854
Contribution to Benjamin Franklin Bank Charitable Foundation				4,000			—			—
Other operating expenses				642			646			700
Income before income taxes and equity in undistributed net income of Benjamin Franklin Bank				(3,545	)		(5	)		154
Applicable income tax benefit				(1,420	)		(218	)		(237	)
				(2,125	)		213			391
Equity in undistributed net income of Benjamin Franklin Bank				2,556			1,476			1,297
		Net income	$	431		$	1,689		$	1,688

F-31

BENJAMIN FRANKLIN BANCORP, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Dollars in Thousands)

STATEMENTS OF CASH FLOWS

				Years Ended December 31,
				2005			2004			2003
Cash flows from operating activities:
	Net income			$	431		$	1,689		$	1,688
	Adjustments to reconcile net income to net cash provided by operating activities:
		Equity in undistributed net income of Benjamin Franklin Bank			(2,556	)		(1,476	)		(1,297	)
		Contribution to Benjamin Franklin Bank Charitable Foundation			4,000			—
		Decrease (increase) in other assets			(2,192	)		157			(174	)
		Increase (decrease) in other liabilities			—			(2	)		(24	)
		Other, net			—			(574	)		—
					—
			Net cash provided by operating activities		(317	)		(206	)		193
Cash flows from investing activities:
	Investment in Benjamin Franklin Bank				(30,120	)		—			—
	Loan to ESOP				(5,538	)		—			—
	Repayment of ESOP loan				212			—			—
	Other, net				(40	)		—			—
			Net cash used for investing activities		(35,486	)		—			—
Cash flows from financing activities:
	Proceeds from issuance of common stock				53,721			—			—
	Cash dividends paid on common stock				(486	)		—			—
			Net cash used for financing activities		53,235			—			—
Net increase (decrease) in cash and cash equivalents					17,432			(206	)		193
Cash and cash equivalents at beginning of year					—			206			13
Cash and cash equivalents at end of year				$	17,432		$	—		$	206

F-32

BENJAMIN FRANKLIN BANCORP, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Concluded)

(Dollars in Thousands)

21. QUARTERLY DATA (UNAUDITED)

		Years Ended December 31,
		2005									2004
		Fourth		Third		Second			First		Fourth		Third		Second		First
		Quarter		Quarter		Quarter			Quarter		Quarter		Quarter		Quarter		Quarter
		(In thousands, except per share data)
Interest and dividend income		$	10,207	$	10,029	$	9,186		$	5,713	$	5,572	$	5,419	$	4,943	$	4,861
Interest expense			4,196		3,709		3,128			2,084		2,007		1,757		1,661		1,607
Net interest income			6,011		6,320		6,058			3,629		3,565		3,662		3,282		3,254
Provision for loan losses			38		152		328			168		150		150		150		170
Net interest income, after provision for loan losses			5,973		6,168		5,730			3,461		3,415		3,512		3,132		3,084
Non-interest income			1,436		1,314		245			492		457		444		528		695
Non-interest expenses			5,332		5,339		9,142	(1)		3,463		3,230		3,145		3,184		3,127
Income (loss) before income taxes			2,077		2,143		(3,167	)		490		642		811		476		652
Provision (benefit) for income taxes			764		814		(625	)		159		266		277		153		196
Net income (loss)		$	1,313	$	1,329	$	(2,542	)	$	331	$	376	$	534	$	323	$	456
Earnings per common share:
	Basic	$	0.16	$	0.16		n/a			n/a		n/a		n/a		n/a		n/a
	Diluted	$	0.16	$	0.16		n/a			n/a		n/a		n/a		n/a		n/a

(1)  Includes $4.0 million Foundation contribution and $1.0 million net loss on sale/writedown of bank-owned land.

F-33 EX-10.4.1 2 b58502bfexv10w4w1.txt EX-10.4.1 AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT EXHIBIT 10.4.1 AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT THOMAS R. VENABLES TABLE OF CONTENTS PART 1. DEFINITIONS......................................................... 1 1.1. ACTUARIAL EQUIVALENT................................................ 1 1.2. AGREED-UPON METHODOLOGIES........................................... 1 1.3. ANNUAL ANNUITY EQUIVALENT........................................... 2 1.4. BENEFICIARY......................................................... 2 1.5. CALENDAR YEAR....................................................... 2 1.6. CHANGE IN CONTROL................................................... 2 1.7. CODE................................................................ 2 1.8. COMPENSATION........................................................ 2 1.9. DISABLED AND DISABILITY............................................. 2 1.10. EFFECTIVE DATE...................................................... 3 1.11. EMPLOYER............................................................ 3 1.12. EMPLOYMENT AGREEMENT................................................ 3 1.13. FINAL AVERAGE COMPENSATION.......................................... 3 1.14. GOOD REASON......................................................... 3 1.15. INSURANCE POLICY.................................................... 3 1.16. NORMAL RETIREMENT AGE............................................... 3 1.17. ORIGINAL AGREEMENT.................................................. 3 1.18. PAYMENT DATE........................................................ 3 1.19. RETIREMENT BENEFIT.................................................. 4 1.20. SBERA............................................................... 4 1.21. SEPARATION FROM SERVICE............................................. 4 1.22. SPECIALLY-DEFINED CAUSE............................................. 5 1.23. TERMINATION OF EMPLOYMENT........................................... 5 1.24. TRUSTEE............................................................. 5 1.25. VESTED PORTION...................................................... 5 PART 2. BENEFIT AND RELATED MATTERS......................................... 5 2.1. TIMING AND CALCULATION OF PAYMENT OF BENEFIT........................ 5 2.2. DELAY IN CERTAIN PAYMENTS AS REQUIRED BY SECTION 409A............... 5 2.3. RABBI TRUST......................................................... 5 2.4. DISABILITY.......................................................... 6 2.5. TERMINATION WITHOUT SPECIALLY-DEFINED CAUSE OR FOR GOOD REASON...... 6 2.6. DEATH............................................................... 7 2.7. NO BENEFITS UPON DISCHARGE FOR SPECIALLY-DEFINED CAUSE.............. 7 2.8. OPTIONAL FORM OF BENEFIT............................................ 7 2.9. INTEREST............................................................ 7 PART 3. ADDITIONAL PROVISIONS............................................... 8 3.1. BENEFICIARY DESIGNATION PROCEDURE................................... 8 3.2. ASSISTANCE IN PURCHASE OF LIFE INSURANCE............................ 8 3.3. ALIENABILITY AND ASSIGNMENT PROHIBITION............................. 8 3.4. BINDING OBLIGATION OF BANK AND ANY SUCCESSOR IN INTEREST............ 8 3.5. AMENDMENT........................................................... 8 -i- 3.6. GENERAL............................................................. 8 3.7. HEADINGS............................................................ 9 3.8. APPLICABLE LAW...................................................... 9 3.9. NAMED FIDUCIARY AND PLAN ADMINISTRATOR.............................. 9 3.10. CLAIMS PROCEDURE.................................................... 9 3.11. ARBITRATION......................................................... 9 3.12. NON-COMPETITION; NON-SOLICITATION................................... 10 3.13. ENTIRE AGREEMENT.................................................... 11 3.14. REDUCTIONS.......................................................... 11 3.15. INTERPRETATION...................................................... 12 3.16. EMPLOYMENT.......................................................... 12 3.17. COMMUNICATIONS...................................................... 12 -ii- AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT This Amended and Restated Supplemental Executive Retirement Agreement, made and entered into as of March 22, 2006 by and between Benjamin Franklin Bank, a Massachusetts chartered savings bank with its executive offices in Franklin, Massachusetts (the "BANK") and a wholly-owned subsidiary of Benjamin Franklin Bancorp, Inc., a Massachusetts corporation (the "HOLDING COMPANY"), and Thomas R. Venables, a key employee and executive of the Bank (the "EXECUTIVE"), amends and restates in its entirety the Supplemental Executive Retirement Agreement dated as of December 5, 2005 (the "2005 AGREEMENT"). WITNESSETH. WHEREAS, the Executive is a valuable, key employee of the Bank, serving the Bank as its President and Chief Executive Officer; and WHEREAS, because of the Executive's experience, knowledge of the affairs of the Bank, and reputation and contacts in the banking industry, the Bank deems the Executive's continued employment with the Bank important for its future growth; and WHEREAS, it is the desire of the Bank and in its best interest that the Executive's services be retained; and WHEREAS, in order to induce the Executive to continue in the employ of the Bank, the Bank has previously entered into the Original Agreement (which was revised and restated to become the 2005 Agreement) to provide the Executive or his beneficiaries with certain benefits in accordance with the terms and conditions hereinafter set forth; and WHEREAS, the parties have agreed to amend and restate in its entirety the 2005 Agreement; NOW, THEREFORE, in consideration of services performed in the past and to be performed in the future as well as of the mutual promises and covenants herein contained, it is agreed as follows: PART 1. DEFINITIONS 1.1. ACTUARIAL EQUIVALENT shall mean a benefit of equivalent current value to the benefit which could otherwise have been provided to the Executive, calculated with the Agreed-Upon Methodologies. 1.2. AGREED-UPON METHODOLOGIES (to be used in making actuarial calculations under this Agreement) shall be the discount rates, mortality tables and other assumptions expressed in Section 417(e) of the Code, with the following adjustments: (i) the 1994 Group Annuity Reserving Table shall be used in place of the 50/50 male/female mortality table, and (ii) the applicable discount rate shall be the discount rate to be utilized under such Section 417(e), as published for January of the year in which the calculation is being made (or of the previous year if as of the time of such calculation no January data has been published for the year in which the calculation is being made). 1.3. ANNUAL ANNUITY EQUIVALENT for a 401(k) plan or other defined contribution plan shall be equal to the annual benefit that would be payable pursuant to a single life annuity with equal annual payments, commencing on the Normal Retirement Age and continuing for the Executive's life, that could be purchased with the amount assumed to be available for such purchase pursuant to this Section 1.3. The annual benefit payable under such annuity shall be determined as of the Payment Date, using the Agreed-Upon Methodologies. For purposes of this Section 1.3, the amount available for the purchase of said annuity shall be assumed to be the total of: (i) all amounts actually contributed by the employer as matching contributions or other contributions to the defined contribution plan on the Executive's behalf (which contributions shall not include the so-called "individual contributions" on the Executive's behalf (it being understood that such "individual" contributions are made by the employer pursuant to a salary reduction agreement with the Executive)), plus (ii) earnings on those contributions. For purposes of calculating any amount of earnings that are to be deemed to have been earned during any future period, such earnings shall be deemed to be equal to the amount which would have been earned if the balance in the account as of such date of calculation had been invested at a 6% rate of interest, compounded annually, until the Normal Retirement Age. Nothing in this Section 1.3 shall require the Executive to actually purchase an annuity or to actually surrender any life insurance contract at retirement. 1.4. BENEFICIARY shall mean the person or persons designated by the Executive in accordance with Section 3.1 hereof to receive benefits under this Agreement after the death of the Executive. 1.5. CALENDAR YEAR shall mean a calendar year from January 1 to December 31. 1.6. CHANGE IN CONTROL shall have the meaning defined in the Employment Agreement. 1.7. CODE shall mean the Internal Revenue Code of 1986, as amended. 1.8. COMPENSATION shall mean all compensation reported on the Executive's Form W-2 (Wages, tips, other compensation box) for a Calendar Year, including, but not limited to, any bonuses actually paid by the Bank to the Executive during the Calendar Year, but adding thereto any amount which is contributed by the Bank on the Executive's behalf pursuant to a salary reduction agreement and which is not includable in the Executive's gross income under Section 125, 132(f), 402(e)(3) or 402(h) of the Code, as well as the amount of any pay reduction contributions to a nonqualified deferred compensation plan, and excluding therefrom any taxable employee benefits of any kind (e.g., reimbursements of moving and relocation expenses, insurance premiums, automobile, health, medical, and dental expenses, the cost of group-term life insurance, compensation arising from the exercise of a nonqualified stock option, the disqualifying disposition of stock issued pursuant to an incentive stock option, or from a stock grant, and any fringe benefit which is not excluded from gross income under Section 132 of the Code). 1.9. DISABLED and DISABILITY shall have the meaning defined in Section 2.4(b). -2- 1.10. EFFECTIVE DATE. The Effective Date of this Agreement shall be January 1, 2005. 1.11. EMPLOYER shall mean each of the Bank and the Holding Company, individually and collectively. 1.12. EMPLOYMENT AGREEMENT shall mean that certain Employment Agreement between the Executive and the Holding Company dated as of April 4, 2005 (as the same may be amended, modified or restated from time to time). 1.13. FINAL AVERAGE COMPENSATION shall mean the average of the Compensation of the Executive for the three Calendar Years during his final ten Calendar Years of employment with the Bank during which his Compensation was the highest. 1.14. GOOD REASON shall have the meaning defined in the Employment Agreement and shall also include: (a) A material breach by the Bank of any of the provisions of this Agreement which failure or breach shall have continued for thirty (30) days after written notice from the Executive to the Bank specifying the nature of such failure or breach; or (b) Any termination of the Executive's employment with the Bank or the Holding Company that does not constitute a "VOLUNTARY TERMINATION" under the Employment Agreement; or (c) The failure of the Bank to obtain a satisfactory agreement from any successor thereof to assume and agree to perform this Agreement. In addition, "GOOD REASON" shall include the following event but only if it shall occur within three years following a Change in Control: (d) A reasonable determination by the Executive that, as a result of a Change in Control, he is unable to exercise the responsibilities, authorities, powers, functions or duties exercised by the Executive immediately prior to such Change in Control. 1.15. INSURANCE POLICY shall mean such insurance policy or policies (if any) as the Bank, in its sole and absolute discretion, may choose to purchase to fund some or all of the benefits payable hereunder. 1.16. NORMAL RETIREMENT AGE shall mean the date on which the Executive attains age sixty-five (65). 1.17. ORIGINAL AGREEMENT shall mean the Salary Continuation Agreement dated as of August 22, 2002. 1.18. PAYMENT DATE shall mean the earlier to occur of (x) Separation from Service or (y) Normal Retirement Age. -3- 1.19. RETIREMENT BENEFIT shall mean a lump sum payment calculated in the manner described in this Section 1.19. The lump sum Retirement Benefit payment shall be the Actuarial Equivalent of a stream of payments, each year consisting of twelve equal payments each in an amount equal to one twelfth of the "YEARLY BENEFIT AMOUNT," commencing at Normal Retirement Age and continuing for twenty (20) years. The actuarial equivalent of such stream of payments shall be determined as of the Payment Date, using the Agreed-Upon Methodologies. The parties have agreed that it shall be assumed that payment of the Yearly Benefit Amount would commence at Normal Retirement Age (regardless of when the Retirement Benefit is actually paid) for purposes of calculating the amount of such lump sum Retirement Benefit, in order to appropriately adjust such Retirement Benefit for the time value of money in the event that the Retirement Benefit is paid prior to Normal Retirement Age; provided, however, that in the event of Termination without Specially-Defined Cause or for Good Reason (as described in Section 2.5) within three years after a Change in Control, payment of the Yearly Benefit Amount shall be deemed to commence as of the date of Separation from Service for purposes of calculating such lump sum benefit. The "YEARLY BENEFIT AMOUNT" shall be calculated as of the Payment Date by: (a) multiplying 75% times the Executive's Final Average Compensation (as of such Payment Date); and by (b) subtracting from such result the following: (i) one-half of the annual amount payable (before earnings reductions) to the Executive as a primary Social Security retirement benefit at age 65 (assuming that the Executive had continued to earn at the same annual rate he was earning during the twelve month period immediately preceding the date on which the calculation of this amount is being made), (ii) the Annual Annuity Equivalent (calculated pursuant to Section 1.3 and based only upon amounts actually contributed by the employer as matching contributions or other contributions, and not including so-called "individual" contributions) that would be payable to the Executive as of the Payment Date under any tax qualified defined contribution plans maintained by the Bank during the Executive's employment, including the Bank's 401(k) plan and Employee Stock Ownership Plan, and (iii) the Annual Annuity Equivalent that would be payable to the Executive as of the Payment Date under the Bank's Benefit Restoration Plan; and then (c) multiplying such result by the Vested Portion as of the Payment Date. 1.20. SBERA shall mean the Savings Banks Employees Retirement Association or any successor thereto. 1.21. SEPARATION FROM SERVICE shall have the meaning determined pursuant to regulations or other guidance issued with regard to Section 409A of the Code. Until further guidance is -4- issued, Separation from Service shall mean Termination of Employment as defined in Section 1.23. 1.22. SPECIALLY-DEFINED CAUSE shall have the meaning defined in the Employment Agreement. 1.23. TERMINATION OF EMPLOYMENT shall mean termination of full-time employment with the Bank and any affiliate of the Bank. 1.24. TRUSTEE. Trustee shall mean the trustee to be appointed under that certain Trust Agreement ("TRUST") under the Benjamin Franklin Bank Supplemental Executive Retirement Plan to be entered into by the Bank. 1.25. VESTED PORTION. Except as provided in the following sentence, the Vested Portion shall be determined in the manner provided in Exhibit 1.25 (Vested Portion). The Vested Portion will be 100% from and after the earliest to occur of any of the following (i) the date on which the Executive becomes Disabled, (ii) the date on which the Bank terminates the Executive's employment without Specially-Defined Cause (as such term is defined in Section 2.7), (iii) the date on which the Executive resigns for Good Reason, (iv) the date of the Executive's death, and (v) the date on which a Change in Control first occurs. The Vested Portion shall never exceed 100%. PART 2. BENEFIT AND RELATED MATTERS 2.1. TIMING AND CALCULATION OF PAYMENT OF BENEFIT. The Executive shall be entitled to receive a Retirement Benefit under this Agreement as of the Payment Date. Such Retirement Benefit shall be calculated pursuant to Section 1.19, and shall be paid not later than 30 days after the Payment Date. The method of calculating and/or the time of payment of the Retirement Benefit may be adjusted as provided in, as applicable, Section 2.4, Section 2.5, or Section 2.6. To the extent of any inconsistency between this Section 2.1 and any of Section 2.4, Section 2.5, or Section 2.6, such Section 2.4, Section 2.5, or Section 2.6, as applicable, shall be controlling. 2.2. DELAY IN CERTAIN PAYMENTS AS REQUIRED BY SECTION 409A. Notwithstanding any other provision of this Agreement, to the extent required by applicable law, if the Retirement Benefit is being paid upon Separation from Service (other than upon Disability or death), payment of such benefit shall be made six (6) months after the date of Separation from Service in order to comply with Section 409A of the Code, and interest shall be added to such payment pursuant to Section 2.9. 2.3. RABBI TRUST. In the event that: a Change in Control occurs before the Payment Date, payment of the Retirement Benefit is required to be delayed for a period of time after Separation from Service in order to comply with Section 409A of the Code, or the Payment Date is extended for an additional period of at least five years pursuant to Section 2.8 in order to comply with Section 409A of the Code, the Bank shall, as soon as possible, but in no event later than 30 days following the Change in Control (in the event of (a) above), or the date on which it is first determined that the Payment Date must be extended or delayed (in the event of (b) or (c) above), make an irrevocable contribution to the Trust. In the event of a Change in Control, the contribution shall be in an amount that is sufficient, as determined by an actuary appointed by -5- the Trustee, to pay the Executive or his beneficiary the full benefits to which he would be entitled pursuant to the terms of this Agreement as of the date on which the Change in Control occurred assuming that the Payment Date was the date of the Change in Control. In the event that payment is delayed or the Payment Date is extended in order to comply with Section 409A, the contribution shall be in an amount equal to the Retirement Benefit, calculated pursuant to Section 1.19, plus the interest to be added to such amount pursuant to Section 2.9. Within the same 30 day period, the Bank shall make a further irrevocable contribution to the Trust in an amount sufficient to pay for the Trustee's fees and for actuarial, accounting, legal and other professional or administrative services necessary to implement the terms of this Agreement until actual payment of the Retirement Benefit. Such amount shall be determined by the Trustee's estimate of its fees (as provided in the Trust Agreement) and by estimates obtained by the Trustee from the independent actuaries, accountants, lawyers and other appropriate professional and administrative personnel who provide such services to the Trust or the Bank (and in the event of a Change in Control it shall be those personnel who provided such services immediately before the Change in Control). 2.4. DISABILITY. (a) In the event that the Executive shall become "DISABLED" (as defined in Section 2.4(b)) while in the employ of the Bank and prior to his Normal Retirement Age, the Vested Portion shall be 100% and his Retirement Benefit shall be calculated pursuant to Section 1.19 as if the Executive's Compensation had increased by five percent (5%) per year for each year from the date of Termination of Employment due to Disability to Normal Retirement Age. The Executive shall receive such benefit at Normal Retirement Age. Payments under this Section 2.4 shall be in full satisfaction of any obligations of the Bank to the Executive under this Agreement but shall be in addition to any payments otherwise payable to the Executive as a result of disability under any other plans or agreements in effect from time to time. (b) The Executive shall be considered to be "DISABLED" (and to have a "DISABILITY") if (i) the Bank's long term disability insurance policy carrier has determined that the Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) the Executive is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Bank. 2.5. TERMINATION WITHOUT SPECIALLY-DEFINED CAUSE OR FOR GOOD REASON. If the Employer shall terminate Executive's employment prior to the Normal Retirement Age without "SPECIALLY-DEFINED CAUSE," as defined at Section 1.22, other than by reason of death or Disability (as defined at Section 2.4(b)), or if the Executive terminates employment for "GOOD REASON," as defined at Section 1.14, the Vested Portion shall be 100% and the Executive's Retirement Benefit shall be calculated pursuant to Section 1.19 as if the Executive's Compensation had increased by five percent (5%) per year for each year from the date of such Termination of Employment until the Normal Retirement Age. To the extent required by applicable law, such Retirement Benefit shall be made six (6) months after the date of Separation -6- from Service in order to comply with Section 409A of the Code, and interest shall be added to such payment pursuant to Section 2.9. 2.6. DEATH. In the event that the Executive should die while in the employ of the Bank and prior to his Normal Retirement Age, the Vested Portion shall be 100% and the Executive's Beneficiary shall receive a Retirement Benefit, calculated pursuant to Section 1.19, provided, however, that the Executive's Compensation shall be deemed to have increased by five percent (5%) per year for each year from the Executive's death until Normal Retirement Age. The Executive's Beneficiary shall receive such benefit within 30 days of the Executive's death. 2.7. NO BENEFITS UPON DISCHARGE FOR SPECIALLY-DEFINED CAUSE. Should the Executive be discharged for Specially-Defined Cause at any time, all benefits under Part 2 of this Agreement shall be forfeited. The Executive shall not be considered to have been terminated for Specially-Defined Cause unless he shall have been terminated for Specially-Defined Cause in accordance with the procedures set forth in the Employment Agreement. If a dispute arises as to whether a discharge is for "SPECIALLY-DEFINED CAUSE," such dispute shall be resolved by arbitration as set forth in Section 3.11 of this Agreement. 2.8. OPTIONAL FORM OF BENEFIT. In lieu of the lump sum Retirement Benefit provided in Section 1.19, upon request the Executive may obtain an optional form of payment that is the Actuarial Equivalent of such lump sum payment; provided that such form is a permitted form of benefit under the SBERA Pension Plan, and provided that such request complies with the provisions of Section 409A of the Code and any regulations or other Internal Revenue Service guidance promulgated thereunder. Acceptable forms of payment presently include: - Life Annuity - Joint and 50% Survivor Annuity or Joint and 100% Survivor Annuity. The Executive shall have the right within thirty (30) days upon becoming subject to the Plan to elect the form of payment in which his benefit is to be paid. Prior to the Payment Date, the Executive may change the form of payment he has elected, provided, however, that such change must conform with the provisions of this Agreement and with any applicable requirements of Section 409A (and any other applicable tax law regarding deferral of income or avoidance of constructive receipt). As of the date of this Agreement, all such changes (other than those from one form of life annuity to an actuarially-equivalent form of life annuity) must be made at least one year before the Payment Date and must extend the Payment Date for an additional period of at least five (5) years (which means that payment of the benefit under this Agreement shall be made or commence on a date that is at least five years after the Payment Date). 2.9. INTEREST. In the event that payment of a Retirement Benefit under this Agreement is required to be made six (6) months after the date of Separation from Service in order to comply with Section 409A of the Code, or if the Payment Date is extended for a period of at least five years pursuant to Section 2.8, interest (calculated at the annual discount rate or rates from time to time in effect under the Agreed-Upon Methodologies and compounded annually) shall accrue from the otherwise-applicable, original Payment Date (as determined pursuant to Section 1.18) until the date of actual payment of the benefit, and shall be paid together with the Retirement Benefit. -7- PART 3. ADDITIONAL PROVISIONS 3.1. BENEFICIARY DESIGNATION PROCEDURE. The Executive may designate one or more Beneficiaries to receive specified percentages of any death benefit payments to be paid hereunder. The Executive shall designate any such Beneficiaries in writing and shall submit such writing to the Treasurer of the Bank. Only designated Beneficiaries alive at the Executive's death shall be entitled to share in the benefit payments. Absent a contrary specification by the Executive in writing submitted to the Treasurer of the Bank, each Beneficiary alive at the Executive's death (or, in the case of the Beneficiary's death after the Executive's death, the Beneficiary's estate) shall share equally in death benefit payments. If no designated Beneficiary is alive at the Executive's death, his surviving spouse shall be entitled to all death benefit payments. If the Executive dies leaving neither a designated Beneficiary nor a surviving spouse, his estate shall be entitled to any death benefit payments. Except to the extent specifically provided in this Section 3.1, the Executive may not, without the written consent of the Bank, assign to any individual, trust or other organization, any right title or interest in the Insurance Policy nor any rights, options, privileges or duties created under this Agreement. 3.2. ASSISTANCE IN PURCHASE OF LIFE INSURANCE. If the Bank elects to invest in an Insurance Policy, the Executive shall assist the Bank by freely submitting to a physical exam and supplying such additional information necessary to obtain such insurance or annuities. It is agreed and understood, however, that the Bank is under no obligation to fund the benefits payable under this Agreement with any form of insurance. 3.3. ALIENABILITY AND ASSIGNMENT PROHIBITION. Neither the Executive, his surviving spouse nor any other Beneficiary under this Agreement shall have any power or right to transfer, assign, anticipate, hypothecate, mortgage, commute, modify or otherwise encumber in advance any of the benefits payable hereunder nor shall any of said benefits be subject to seizure for the payment of any debts, judgments, alimony or separate maintenance owed by the Executive or his Beneficiary, nor be transferable by operation of law in the event of bankruptcy, insolvency or otherwise. In the event the Executive or any Beneficiary attempts assignment, commutation, hypothecation, transfer or disposal of the benefits hereunder, the Bank's liabilities shall forthwith cease and terminate. 3.4. BINDING OBLIGATION OF BANK AND ANY SUCCESSOR IN INTEREST. This Agreement shall bind the Executive and the Bank, their heirs, successors, personal representatives and assigns. The Bank expressly agrees that it shall not merge or consolidate into or with another bank or sell substantially all of its assets to another bank, firm or person until such bank, firm or person expressly agrees, in writing, to assume and discharge the duties and obligations of the Bank under this Agreement. 3.5. AMENDMENT. During the lifetime of the Executive, this Agreement may be amended only with the mutual written assent of the Executive and the Bank. 3.6. GENERAL. The benefits provided by the Bank to the Executive pursuant to this Agreement are in the nature of a fringe benefit and shall in no event be construed to affect or limit the Executive's current or prospective salary increases, cash bonuses or profit-sharing distributions or credits or his right to participate in or be covered by any qualified or non- -8- qualified pension, profit-sharing, group, bonus or other supplemental compensation or fringe benefit plan. 3.7. HEADINGS. Headings and subheadings in this Agreement are inserted for reference and convenience only and shall not be deemed a part of this Agreement. 3.8. APPLICABLE LAW. This Agreement shall be governed by, and construed and enforced in accordance with, the substantive laws of The Commonwealth of Massachusetts without regard to its principles of conflicts of laws. 3.9. NAMED FIDUCIARY AND PLAN ADMINISTRATOR. The "NAMED FIDUCIARY AND PLAN ADMINISTRATOR" of this plan shall be Benjamin Franklin Bank until its removal by the Board. As Named Fiduciary and Plan Administrator, the Bank shall be responsible for the management, control and administration of the benefits to be provided under this Agreement. The Named Fiduciary may delegate to others certain aspects of the management and operational responsibilities of the plan including the employment of advisors and the delegation of ministerial duties to qualified individuals. 3.10. CLAIMS PROCEDURE. In the event a dispute arises over benefits under this Agreement and benefits are not paid to the Executive (or to his beneficiary in the case of the Executive's death) and such claimants feel they are entitled to receive such benefits, then a written claim must be made to the Plan Administrator named above within sixty (60) days from the date payments are refused. The Plan Administrator shall review the written claim and if the claim is denied, in whole or in part, they shall provide in writing within sixty (60) days of receipt of such claim their specific reasons for such denial, reference to the provisions of this Agreement upon which the denial is based and any additional material or information necessary to perfect the claim. Such written notice shall further indicate the additional steps to be taken by claimants if a further review of the claim denial is desired. A claim shall be deemed to have been denied if the Plan Administrator fails to take any action within the aforesaid ninety-day period. If claimants desire a second review they shall notify the Plan Administrator in writing within ninety (90) days of the first claim denial. Claimants may review this Agreement or any documents relating thereto and submit any written issues and comments they may feel appropriate. In its sole discretion, the Plan Administrator shall then review the second claim and provide a written decision within sixty (60) days of receipt of such claim. This decision shall likewise state the specific reasons for the decision and shall include reference to specific provisions of this Agreement upon which the decision is based. 3.11. ARBITRATION. Any controversy or claim arising out of or relating to the Agreement, or the breach thereof, or any failure to agree where agreement of the parties is necessary pursuant hereto, including the determination of the scope of this agreement to arbitrate, shall be resolved by the following procedures: (a) The parties agree to submit any dispute to final and binding arbitration administered by the American Arbitration Association (the "AAA"), pursuant to the Commercial Arbitration Rules of the AAA as in effect at the time of submission. The arbitration shall be held -9- in Boston, Massachusetts before a single neutral, independent, and impartial arbitrator (the "ARBITRATOR"). (b) Unless the parties have agreed upon the selection of the Arbitrator before then, the AAA shall appoint the Arbitrator within thirty (30) days after the submission to AAA for binding arbitration. The arbitration hearings shall commence within fifteen (15) days after the selection of the Arbitrator. Each party shall be limited to two pre-hearing depositions each lasting no longer than two (2) hours. The parties shall exchange documents to be used at the hearing no later than ten (10) days prior to the hearing date. Each party shall have no longer than three (3) hours to present its position, and the entire proceedings before the Arbitrator shall be on no more than two (2) hearing days within a two week period. The award shall be made no more than ten (10) days following the close of the proceeding. The Arbitrator's award shall not include consequential, exemplary, or punitive damages. The Arbitrator's award shall be a final and binding determination of the dispute and shall be fully enforceable in any court of competent jurisdiction. Except in a proceeding to enforce the results of the arbitration, neither party nor the Arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. (c) In the event that it shall be necessary or desirable for the Executive to retain legal counsel or incur other costs and expenses in connection with the enforcement or protection of any or all of the Executive's rights under this Agreement, the Bank shall pay (or the Executive shall be entitled to recover from the Bank, as the case may be) the Executive's reasonable attorneys' fees and other reasonable costs and expenses in connection with the enforcement or protection of said rights (including the enforcement of any arbitration award in court) regardless of the final outcome, unless and to the extent the arbitrators shall determine that under the circumstances recovery by the Executive of all or a part of any such fees and costs and expenses would be unjust. 3.12. NON-COMPETITION; NON-SOLICITATION. For purposes of this Section 3.12, the term "EMPLOYER" shall include not only each of the Holding Company and the Bank, but also every other affiliate of the Holding Company (each, an "EMPLOYER"). (a) WHILE EMPLOYED. During such time as the Executive is employed by the Bank or the Holding Company, the Executive will not compete with the banking or any other business conducted by any Employer during the period of the Executive's employment, nor will the Executive attempt to hire any employee of any Employer, assist in such hiring by any other person, encourage any such employee to terminate his or her relationship with any Employer, or interfere with or damage (or attempt to interfere with or damage) any relationship between any Employer and any customers of any Employer or solicit or encourage any customer of any Employer to terminate its relationship with any Employer or to conduct with any other person any business or activity which such customer conducts or could conduct with any Employer. (b) POST-EMPLOYMENT. The provisions of this Section 3.12(b) shall not be binding on the Executive (and shall become of no further force or effect) after a Change in Control shall have occurred, or in the event that the Employer has terminated the Executive's employment without Specially-Defined Cause. The Executive agrees that during the one-year period following termination of the Executive's employment for any reason (the "NONCOMPETITION -10- PERIOD"), the Executive will not, directly or indirectly, (i) become a director, officer, employee, principal, agent, consultant or independent contractor of any insured depository institution, trust company or parent holding company of any such institution or company which has an office in any city or town in which the Bank maintains an office (a "COMPETING BUSINESS"), provided, however, that this provision shall not prohibit the Executive from (x) owning bonds, non-voting preferred stock or up to five percent (5%) of the outstanding common stock of any such entity if such common stock is publicly traded and (y) being employed by a Competing Business outside of such cities and towns so long as the Executive is in compliance with the provisions of the remainder of this Section 3.12(b). During the Noncompetition Period, the Executive will not, directly or indirectly, (i) solicit or encourage any person who was employed by any Employer on the date of termination of the Executive's employment to leave his or her employment at any Employer, or (ii) encourage or assist any person with whom the Executive has an employment or consulting or other similar relationship in identifying, recruiting or soliciting any commercial loan officer or relationship manager who was employed by any Employer on the date of termination of the Executive's employment ("TERMINATION DATE"), or (iii) assist such person in formulating an employment package for such officer or manager to the extent such assistance involves the use of confidential information (as that term is defined in that certain Employment Agreement between the Executive and the Holding Company). The provisions of this Section 3.12(b) shall not be construed to prohibit any person who employs the Executive as an employee or consultant from advertising generally for employees in the markets served by any Employer or from hiring any candidate, whether or not such person was employed by an Employer, so long as the Executive does not breach the covenants set forth in this Section 3.12(b). During the Noncompetition Period, the Executive will not, directly or indirectly, solicit or encourage or assist others to solicit any business from any person or entity which, together with its affiliates, had commercial loans outstanding from the Bank which in the aggregate amounted to $1,000,000 or more at any time within the six-month period prior to the Termination Date ("COMMERCIAL LOAN CUSTOMERS"). This Section 3.12(b) shall not be construed to prohibit any of the Executive's future employers from making general public announcements to the effect that the Executive has become affiliated with such new employer or holding receptions to introduce the Executive to persons other than Commercial Loan Customers. The Executive agrees to inform any potential new employer of the covenant set forth in this Section 3.12(b) prior to accepting employment during the Noncompetition Period. 3.13. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties pertaining to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations, prior draft agreements, and discussions of the parties, whether oral or written. The 2005 Agreement specifically superseded and replaced the Original Agreement in its entirety, and this Agreement specifically supersedes and replaces the 2005 Agreement in its entirety. 3.14. REDUCTIONS. Notwithstanding anything to the contrary contained in this Agreement, any and all payments and benefits to be provided to the Executive hereunder are subject to reduction to the extent required by applicable statutes, regulations, rules and directives of federal, state and other governmental and regulatory bodies having jurisdiction over the Bank or the Holding Company. The Executive confirms that the Executive is aware of the fact that the Federal Deposit Insurance Corporation has the power to preclude the Bank from making payments to the Executive under this Agreement under certain circumstances. The Executive -11- agrees that the Bank shall not be deemed to be in breach of this Agreement if it is precluded from making a payment otherwise payable hereunder by reason of regulatory requirements binding on the Bank. 3.15. INTERPRETATION. When a reference is made in this Agreement to Sections or Exhibits, such reference shall be to a Section of or Exhibit to this Agreement unless otherwise indicated. References to Sections include subsections, which are part of the related Section (e.g., a section numbered "Section 5.5(a)" would be part of "Section 5.5" and references to "Section 5.5" would also refer to material contained in the subsection described as "Section 5.5(a)"). The recitals hereto constitute an integral part of this Agreement. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words "include", "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation". The phrases "the date of this Agreement", "the date hereof" and terms of similar import, unless the context otherwise requires, shall be deemed to refer to the date set forth in the Preamble to this Agreement. 3.16. EMPLOYMENT. No provision of this Agreement shall be deemed to restrict or limit any existing employment agreement by and between the Bank and the Executive, nor shall any conditions herein create specific employment rights to the Executive nor limit the right of the Bank to discharge the Executive with or without Specially-Defined Cause. In a similar fashion, no provision shall limit the Executive's rights to voluntarily terminate his employment at any time. The benefits provided by this Agreement are not part of any salary reduction plan or any arrangement deferring a bonus or salary increase. The Executive has no option to take any current payment or bonus in lieu of these benefits. 3.17. COMMUNICATIONS. All notices and other communications hereunder shall be in writing and shall given by hand, sent by facsimile transmission with confirmation of receipt requested, sent via a reputable overnight courier service with confirmation of receipt requested, or mailed by registered or certified mail (postage prepaid and return receipt requested) and shall be addressed to the Executive at the Executive's last known address on the books of the Bank or, in the case of the Bank, at its main office, attention of the Board of Directors. All notices shall be deemed given on the date on which delivered by hand or otherwise on the date of receipt as confirmed. -12- IN WITNESS WHEREOF, the parties have executed this Agreement as an instrument under seal, as of the date first written above. BENJAMIN FRANKLIN BANK /s/ Kathleen Sawyer By: /s/ William Bissonnette - ------------------------------ ------------------------------------ Witness Title: Chairman of Compensation Committee /s/ Kathleen Sawyer /s/ Thomas R. Venables - ------------------------------ ------------------------------------ Witness Thomas R. Venables -13- BENEFICIARY DESIGNATION FORM PRIMARY DESIGNATION: Name Relationship - ------------------------------------- ------------------------------------- - ------------------------------------- ------------------------------------- - ------------------------------------- ------------------------------------- CONTINGENT DESIGNATION: - ------------------------------------- ------------------------------------- - ------------------------------------- ------------------------------------- - ------------------------------------- ------------------------------------- - ------------------------------------- ------------------------------------- Thomas R. Venables Date -14- EXHIBIT 1.25 -- VESTED PORTION As of December 31st of each year, the Vested Portion shall be the percentage listed for such date on the table set forth below ("TABLE"). Starting on January 1 of each calendar year, the Vested Portion shall be increased (ratably over the course of the year) so that as of the next December 31st, the Vested Portion shall have been increased to the percentage set forth on the Table for such December 31st. By way of example, the Vested Portion shall be 33.3% on December 31, 2006. As of the date which is 180 days after such December 31, the Vested Portion shall be determined by adding together (x) 33.3% (the Vested Portion as of the previous December 31) and (y) the ratable increase in such Vested Portion for 2007 (the "APPLICABLE INCREASE"). The Applicable Increase shall be determined by multiplying 13.3% (the amount by which the Vested Portion would increase during all of 2007) by the fraction of the year that has then elapsed. Thus, 13.3% times 180/365 equals 6.56%. Calculations shall be rounded to two significant digits. Accordingly, the Vested Portion for such date would be 33.3% plus 6.56%, or a total of 39.86%. The Vested Portion shall never be greater than 100%. DECEMBER 31 VESTED PORTION ----------- -------------- 2005 20.0% 2006 33.3% 2007 46.6% 2008 59.9% 2009 73.2% 2010 86.5% 2011 99.8% 2012 and thereafter 100.0% -15- EX-10.4.2 3 b58502bfexv10w4w2.txt EX-10.4.2 AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT EXHIBIT 10.4.2 AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT CLAIRE S. BEAN TABLE OF CONTENTS PART 1. DEFINITIONS......................................................... 1 1.1. ACTUARIAL EQUIVALENT................................................ 1 1.2. AGREED-UPON METHODOLOGIES........................................... 1 1.3. ANNUAL ANNUITY EQUIVALENT........................................... 2 1.4. BENEFICIARY......................................................... 2 1.5. CALENDAR YEAR....................................................... 2 1.6. CHANGE IN CONTROL................................................... 2 1.7. CODE................................................................ 2 1.8. COMPENSATION........................................................ 2 1.9. DISABLED AND DISABILITY............................................. 2 1.10. EFFECTIVE DATE...................................................... 3 1.11. EMPLOYER............................................................ 3 1.12. EMPLOYMENT AGREEMENT................................................ 3 1.13. FINAL AVERAGE COMPENSATION.......................................... 3 1.14. GOOD REASON......................................................... 3 1.15. INSURANCE POLICY.................................................... 3 1.16. NORMAL RETIREMENT AGE............................................... 3 1.17. PAYMENT DATE........................................................ 3 1.18. RETIREMENT BENEFIT.................................................. 3 1.19. SBERA............................................................... 4 1.20. SEPARATION FROM SERVICE............................................. 4 1.21. SPECIALLY-DEFINED CAUSE............................................. 4 1.22. TERMINATION OF EMPLOYMENT........................................... 5 1.23. TRUSTEE............................................................. 5 1.24. VESTED PORTION...................................................... 5 PART 2. BENEFIT AND RELATED MATTERS......................................... 5 2.1. TIMING AND CALCULATION OF PAYMENT OF BENEFIT........................ 5 2.2. DELAY IN CERTAIN PAYMENTS AS REQUIRED BY SECTION 409A............... 5 2.3. RABBI TRUST......................................................... 5 2.4. DISABILITY.......................................................... 6 2.5. TERMINATION WITHOUT SPECIALLY-DEFINED CAUSE OR FOR GOOD REASON...... 6 2.6. DEATH............................................................... 6 2.7. NO BENEFITS UPON DISCHARGE FOR SPECIALLY-DEFINED CAUSE.............. 7 2.8. OPTIONAL FORM OF BENEFIT............................................ 7 2.9. INTEREST............................................................ 8 PART 3. ADDITIONAL PROVISIONS............................................... 8 3.1. BENEFICIARY DESIGNATION PROCEDURE................................... 8 3.2. ASSISTANCE IN PURCHASE OF LIFE INSURANCE............................ 8 3.3. ALIENABILITY AND ASSIGNMENT PROHIBITION............................. 8 3.4. BINDING OBLIGATION OF BANK AND ANY SUCCESSOR IN INTEREST............ 9 3.5. AMENDMENT........................................................... 9 3.6. GENERAL............................................................. 9 -i- 3.7. HEADINGS............................................................ 9 3.8. APPLICABLE LAW...................................................... 9 3.9. NAMED FIDUCIARY AND PLAN ADMINISTRATOR.............................. 9 3.10. CLAIMS PROCEDURE.................................................... 9 3.11. ARBITRATION......................................................... 10 3.12. NON-COMPETITION; NON-SOLICITATION................................... 10 3.13. ENTIRE AGREEMENT.................................................... 12 3.14. REDUCTIONS.......................................................... 12 3.15. INTERPRETATION...................................................... 12 3.16. EMPLOYMENT.......................................................... 12 3.17. COMMUNICATIONS...................................................... 12 -ii- AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT This Amended and Restated Supplemental Executive Retirement Agreement is made and entered into as of March 22, 2006 by and between Benjamin Franklin Bank, a Massachusetts chartered savings bank with its executive offices in Franklin, Massachusetts (the "BANK") and a wholly-owned subsidiary of Benjamin Franklin Bancorp, Inc., a Massachusetts corporation (the "HOLDING COMPANY"), and Claire S. Bean, a key employee and executive of the Bank (the "EXECUTIVE"), amends and restates in its entirety the Supplemental Executive Retirement Agreement dated as of December 5, 2005 (the "2005 AGREEMENT"). WITNESSETH. WHEREAS, the Executive is a valuable, key employee of the Bank, serving the Bank as its Chief Financial Officer; and WHEREAS, because of the Executive's experience, knowledge of the affairs of the Bank, and reputation and contacts in the banking industry, the Bank deems the Executive's continued employment with the Bank important for its future growth; and WHEREAS, it is the desire of the Bank and in its best interest that the Executive's services be retained; and WHEREAS, in order to induce the Executive to continue in the employ of the Bank, the Bank has previously entered into the 2005 Agreement to provide the Executive or her beneficiaries with certain benefits in accordance with the terms and conditions hereinafter set forth; and WHEREAS, the parties have agreed to amend and restate in its entirety the 2005 Agreement; NOW, THEREFORE, in consideration of services performed in the past and to be performed in the future as well as of the mutual promises and covenants herein contained, it is agreed as follows: PART 1. DEFINITIONS 1.1. ACTUARIAL EQUIVALENT shall mean a benefit of equivalent current value to the benefit which could otherwise have been provided to the Executive, calculated with the Agreed-Upon Methodologies. 1.2. AGREED-UPON METHODOLOGIES (to be used in making actuarial calculations under this Agreement) shall be the discount rates, mortality tables and other assumptions expressed in Section 417(e) of the Code, with the following adjustments: (i) the 1994 Group Annuity Reserving Table shall be used in place of the 50/50 male/female mortality table, and (ii) the applicable discount rate shall be the discount rate to be utilized under such Section 417(e), as published for January of the year in which the calculation is being made (or of the previous year if as of the time of such calculation no January data has been published for the year in which the calculation is being made). 1.3. ANNUAL ANNUITY EQUIVALENT for a 401(k) plan or other defined contribution plan shall be equal to the annual benefit that would be payable pursuant to a single life annuity with equal annual payments, commencing on the Normal Retirement Age and continuing for the Executive's life, that could be purchased with the amount assumed to be available for such purchase pursuant to this Section 1.3. The annual benefit payable under such annuity shall be determined as of the Payment Date, using the Agreed-Upon Methodologies. For purposes of this Section 1.3, the amount available for the purchase of said annuity shall be assumed to be the total of: (i) all amounts actually contributed by the employer as matching contributions or other contributions to the defined contribution plan on the Executive's behalf (which contributions shall not include the so-called "individual contributions" on the Executive's behalf (it being understood that such "individual" contributions are made by the employer pursuant to a salary reduction agreement with the Executive)), plus (ii) earnings on those contributions. For purposes of calculating any amount of earnings that are to be deemed to have been earned during any future period, such earnings shall be deemed to be equal to the amount which would have been earned if the balance in the account as of such date of calculation had been invested at a 6% rate of interest, compounded annually, until the Normal Retirement Age. Nothing in this Section 1.3 shall require the Executive to actually purchase an annuity or to actually surrender any life insurance contract at retirement. 1.4. BENEFICIARY shall mean the person or persons designated by the Executive in accordance with Section 3.1 hereof to receive benefits under this Agreement after the death of the Executive. 1.5. CALENDAR YEAR shall mean a calendar year from January 1 to December 31. 1.6. CHANGE IN CONTROL shall have the meaning defined in the Employment Agreement. 1.7. CODE shall mean the Internal Revenue Code of 1986, as amended. 1.8. COMPENSATION shall mean all compensation reported on the Executive's Form W-2 (Wages, tips, other compensation box) for a Calendar Year, including, but not limited to, any bonuses actually paid by the Bank to the Executive during the Calendar Year, but adding thereto any amount which is contributed by the Bank on the Executive's behalf pursuant to a salary reduction agreement and which is not includable in the Executive's gross income under Section 125, 132(f), 402(e)(3), or 402(h) of the Code, as well as the amount of any pay reduction contributions to a nonqualified deferred compensation plan, and excluding therefrom any taxable employee benefits of any kind (e.g., reimbursements of moving and relocation expenses, insurance premiums, automobile, health, medical, and dental expenses, the cost of group-term life insurance, compensation arising from the exercise of a nonqualified stock option, the disqualifying disposition of stock issued pursuant to an incentive stock option, or from a stock grant, and any fringe benefit which is not excluded from gross income under Section 132 of the Code). 1.9. DISABLED and DISABILITY shall have the meaning defined in Section 2.4(b). -2- 1.10. EFFECTIVE DATE. The Effective Date of this Agreement shall be April 4, 2005. 1.11. EMPLOYER shall mean each of the Bank and the Holding Company, individually and collectively. 1.12. EMPLOYMENT AGREEMENT shall mean that certain Employment Agreement between the Executive and the Holding Company dated as of April 4, 2005 (as the same may be amended, modified or restated from time to time). 1.13. FINAL AVERAGE COMPENSATION shall mean the average of the Compensation of the Executive for the three Calendar Years during her final ten Calendar Years of employment with the Bank during which her Compensation was the highest. 1.14. GOOD REASON shall have the meaning defined in the Employment Agreement and shall also include: (a) A material breach by the Bank of any of the provisions of this Agreement which failure or breach shall have continued for thirty (30) days after written notice from the Executive to the Bank specifying the nature of such failure or breach; or (b) Any termination of the Executive's employment with the Bank or the Holding Company that does not constitute a "VOLUNTARY TERMINATION" under the Employment Agreement; or (c) The failure of the Bank to obtain a satisfactory agreement from any successor thereof to assume and agree to perform this Agreement. In addition, "GOOD REASON" shall include the following event but only if it shall occur within three years following a Change in Control: (d) A reasonable determination by the Executive that, as a result of a Change in Control, she is unable to exercise the responsibilities, authorities, powers, functions or duties exercised by the Executive immediately prior to such Change in Control. 1.15. INSURANCE POLICY shall mean such insurance policy or policies (if any) as the Bank, in its sole and absolute discretion, may choose to purchase to fund some or all of the benefits payable hereunder. 1.16. NORMAL RETIREMENT AGE shall mean the date on which the Executive attains age sixty-five (65). 1.17. PAYMENT DATE shall mean the earlier to occur of (x) Separation from Service or (y) Normal Retirement Age. 1.18. RETIREMENT BENEFIT shall mean a lump sum payment calculated in the manner described in this Section 1.18. The lump sum Retirement Benefit payment shall be the Actuarial Equivalent of a stream of payments, each year consisting of twelve equal payments each in an amount equal to one twelfth of the "YEARLY BENEFIT AMOUNT," commencing at Normal -3- Retirement Age and continuing for twenty (20) years. The actuarial equivalent of such stream of payments shall be determined as of the Payment Date, using the Agreed-Upon Methodologies. The parties have agreed that it shall be assumed that payment of the Yearly Benefit Amount would commence at Normal Retirement Age (regardless of when the Retirement Benefit is actually paid) for purposes of calculating the amount of such lump sum Retirement Benefit, in order to appropriately adjust such Retirement Benefit for the time value of money in the event that the Retirement Benefit is paid prior to Normal Retirement Age; provided, however, that in the event of Termination without Specially-Defined Cause or for Good Reason (as described in Section 2.5) within three years after a Change in Control, payment of the Yearly Benefit Amount shall be deemed to commence as of the date of Separation from Service for purposes of calculating such lump sum benefit. The "YEARLY BENEFIT AMOUNT" shall be calculated as of the Payment Date by: (a) multiplying 65% times the Executive's Final Average Compensation (as of such Payment Date); and by (b) subtracting from such result the following: (i) one-half of the annual amount payable (before earnings reductions) to the Executive as a primary Social Security retirement benefit at age 65 (assuming that the Executive had continued to earn at the same annual rate she was earning during the twelve month period immediately preceding the date on which the calculation of this amount is being made), (ii) the Annual Annuity Equivalent (calculated pursuant to Section 1.3 and based only upon amounts actually contributed by the employer as matching contributions or other contributions, and not including so-called "individual" contributions) that would be payable to the Executive as of the Payment Date under any tax qualified defined contribution plans maintained by the Bank during the Executive's employment, including the Bank's 401(k) plan and Employee Stock Ownership Plan, and (iii) the Annual Annuity Equivalent that would be payable to the Executive as of the Payment Date under the Bank's Benefit Restoration Plan; and then (c) multiplying such result by the Vested Portion as of the Payment Date. 1.19. SBERA shall mean the Savings Banks Employees Retirement Association or any successor thereto. 1.20. SEPARATION FROM SERVICE shall have the meaning determined pursuant to regulations or other guidance issued with regard to Section 409A of the Code. Until further guidance is issued, Separation from Service shall mean Termination of Employment as defined in Section 1.22. 1.21. SPECIALLY-DEFINED CAUSE shall have the meaning defined in the Employment Agreement. -4- 1.22. TERMINATION OF EMPLOYMENT shall mean termination of full-time employment with the Bank and any affiliate of the Bank. 1.23. TRUSTEE. Trustee shall mean the trustee to be appointed under that certain Trust Agreement ("Trust") under the Benjamin Franklin Bank Supplemental Executive Retirement Plan to be entered into by the Bank. 1.24. VESTED PORTION. Except as provided in the following sentence, the Vested Portion shall be determined in the manner provided in Exhibit 1.24 (Vested Portion). The Vested Portion will be 100% from and after the earliest to occur of any of the following (i) the date on which the Executive becomes Disabled, (ii) the date on which the Bank terminates the Executive's employment without Specially-Defined Cause (as such term is defined in Section 2.7), (iii) the date on which the Executive resigns for Good Reason, (iv) the date of the Executive's death, and (v) the date on which a Change in Control first occurs. The Vested Portion shall never exceed 100%. PART 2. BENEFIT AND RELATED MATTERS 2.1. TIMING AND CALCULATION OF PAYMENT OF BENEFIT. The Executive shall be entitled to receive a Retirement Benefit under this Agreement as of the Payment Date. Such Retirement Benefit shall be calculated pursuant to Section 1.18, and shall be paid not later than 30 days after the Payment Date. The method of calculating and/or the time of payment of the Retirement Benefit may be adjusted as provided in, as applicable, Section 2.4, Section 2.5, or Section 2.6. To the extent of any inconsistency between this Section 2.1 and any of Section 2.4, Section 2.5, or Section 2.6, such Section 2.4, Section 2.5, or Section 2.6, as applicable, shall be controlling. 2.2. DELAY IN CERTAIN PAYMENTS AS REQUIRED BY SECTION 409A. Notwithstanding any other provision of this Agreement, to the extent required by applicable law, if the Retirement Benefit is being paid upon Separation from Service (other than upon Disability or death), payment of such benefit shall be made six (6) months after the date of Separation from Service in order to comply with Section 409A of the Code, and interest shall be added to such payment pursuant to Section 2.9. 2.3. RABBI TRUST. In the event that: a Change in Control occurs before the Payment Date, payment of the Retirement Benefit is required to be delayed for a period of time after Separation from Service in order to comply with Section 409A of the Code, or the Payment Date is extended for an additional period of at least five years pursuant to Section 2.8 in order to comply with Section 409A of the Code, the Bank shall, as soon as possible, but in no event later than 30 days following the Change in Control (in the event of (a) above), or the date on which it is first determined that the Payment Date must be extended or delayed (in the event of (b) or (c) above), make an irrevocable contribution to the Trust. In the event of a Change in Control, the contribution shall be in an amount that is sufficient, as determined by an actuary appointed by the Trustee, to pay the Executive or her beneficiary the full benefits to which she would be entitled pursuant to the terms of this Agreement as of the date on which the Change in Control occurred assuming that the Payment Date was the date of the Change in Control. In the event that payment is delayed or the Payment Date is extended in order to comply with Section 409A, the contribution shall be in an amount equal to the Retirement Benefit, calculated pursuant to -5- Section 1.18, plus the interest to be added to such amount pursuant to Section 2.9. Within the same 30 day period, the Bank shall make a further irrevocable contribution to the Trust in an amount sufficient to pay for the Trustee's fees and for actuarial, accounting, legal and other professional or administrative services necessary to implement the terms of this Agreement until actual payment of the Retirement Benefit. Such amount shall be determined by the Trustee's estimate of its fees (as provided in the Trust Agreement) and by estimates obtained by the Trustee from the independent actuaries, accountants, lawyers and other appropriate professional and administrative personnel who provide such services to the Trust or the Bank (and in the event of a Change in Control it shall be those personnel who provided such services immediately before the Change in Control). 2.4. DISABILITY. (a) In the event that the Executive shall become "DISABLED" (as defined in Section 2.4(b)) while in the employ of the Bank and prior to her Normal Retirement Age, the Vested Portion shall be 100% and her Retirement Benefit shall be calculated pursuant to Section 1.18 as if the Executive's Compensation had increased by five percent (5%) per year for each year from the date of Termination of Employment due to Disability to Normal Retirement Age. The Executive shall receive such benefit at Normal Retirement Age. Payments under this Section 2.4 shall be in full satisfaction of any obligations of the Bank to the Executive under this Agreement but shall be in addition to any payments otherwise payable to the Executive as a result of disability under any other plans or agreements in effect from time to time. (b) The Executive shall be considered to be "DISABLED" (and to have a "DISABILITY") if (i) the Bank's long term disability insurance policy carrier has determined that the Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) the Executive is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Bank. 2.5. TERMINATION WITHOUT SPECIALLY-DEFINED CAUSE OR FOR GOOD REASON. If the Employer shall terminate Executive's employment prior to the Normal Retirement Age without "SPECIALLY-DEFINED CAUSE," as defined at Section 1.21, other than by reason of death or Disability (as defined at Section 2.4(b)), or if the Executive terminates employment for "GOOD REASON," as defined at Section 1.14, the Vested Portion shall be 100% and the Executive's Retirement Benefit shall be calculated pursuant to Section 1.18 as if the Executive's Compensation had increased by five percent (5%) per year for each year from the date of such Termination of Employment until the Normal Retirement Age. To the extent required by applicable law, such Retirement Benefit shall be made six (6) months after the date of Separation from Service in order to comply with Section 409A of the Code, and interest shall be added to such payment pursuant to Section 2.9. 2.6. DEATH. -6- (a) In the event that the Executive should die while in the employ of the Bank and prior to her Normal Retirement Age, the Vested Portion shall be 100% and the Executive's Beneficiary shall receive a Retirement Benefit, calculated pursuant to Section 1.18. If the Bank shall have obtained a Qualifying Insurance Policy (as such term is defined in Section 2.6(b) on a date ("POLICY DEADLINE DATE") that is both (i) before May 31, 2006 and (ii) before the date of the Executive's death, then, for purposes of determining the amount of the Retirement Benefit to be paid to the Executive's beneficiary, the Executive's Compensation shall be deemed to have increased by five percent (5%) per year for each year from the Executive's death until Normal Retirement Age. The Executive's Beneficiary shall receive such benefit within 30 days of the Executive's death. (b) A "QUALIFYING INSURANCE POLICY" shall mean such Insurance Policy (if any) as the Bank purchases on the life of the Executive before the Policy Deadline Date to fund some or all of the benefits payable hereunder. Such Insurance Policy shall not be a Qualifying Insurance Policy unless (i) it is in an amount deemed sufficient by the Bank's professional advisors to fund the enhanced Retirement Benefit described in Section 2.6(a), (ii) such Insurance Policy is in full force and effect before the Policy Purchase Deadline, (iii) such Insurance Policy has been issued by an insurance carrier having a financial condition deemed to be appropriate by the Bank, in its reasonable discretion, and (iv) such Insurance Policy has been issued at rates that are deemed by the Bank, in it is reasonable discretion, to be reasonable and customary and comparable to rates otherwise obtainable for life insurance (of a type that would normally be used by the Bank to fund benefits under a deferred compensation plan) on persons of the Executive's age who are insurable and otherwise in good health. The Bank shall use reasonable efforts to secure a Qualifying Insurance Policy until the Policy Deadline Date, but shall be under no obligation to (i) obtain such a Qualifying Insurance Policy or (ii) make any efforts to obtain a Qualifying Insurance Policy after the Policy Deadline Date. 2.7. NO BENEFITS UPON DISCHARGE FOR SPECIALLY-DEFINED CAUSE. Should the Executive be discharged for Specially-Defined Cause at any time, all benefits under Part 2 of this Agreement shall be forfeited. The Executive shall not be considered to have been terminated for Specially-Defined Cause unless she shall have been terminated for Specially-Defined Cause in accordance with the procedures set forth in the Employment Agreement. If a dispute arises as to whether a discharge is for "SPECIALLY-DEFINED CAUSE," such dispute shall be resolved by arbitration as set forth in Section 3.11 of this Agreement. 2.8. OPTIONAL FORM OF BENEFIT. In lieu of the lump sum Retirement Benefit provided in Section 1.18, upon request the Executive may obtain an optional form of payment that is the Actuarial Equivalent of such lump sum payment; provided that such form is a permitted form of benefit under the SBERA Pension Plan, and provided that such request complies with the provisions of Section 409A of the Code and any regulations or other Internal Revenue Service guidance promulgated thereunder. Acceptable forms of payment presently include: - Life Annuity - Joint and 50% Survivor Annuity or Joint and 100% Survivor Annuity. The Executive shall have the right within thirty (30) days upon becoming subject to the Plan to elect the form of payment in which her benefit is to be paid. Prior to the Payment Date, the -7- Executive may change the form of payment she has elected, provided, however, that such change must conform with the provisions of this Agreement and with any applicable requirements of Section 409A (and any other applicable tax law regarding deferral of income or avoidance of constructive receipt). As of the date of this Agreement, all such changes (other than those from one form of life annuity to an actuarially-equivalent form of life annuity) must be made at least one year before the Payment Date and must extend the Payment Date for an additional period of at least five (5) years (which means that payment of the benefit under this Agreement shall be made or commence on a date that is at least five years after the Payment Date). 2.9. INTEREST. In the event that payment of a Retirement Benefit under this Agreement is required to be made six (6) months after the date of Separation from Service in order to comply with Section 409A of the Code, or if the Payment Date is extended for a period of at least five years pursuant to Section 2.8, interest (calculated at the annual discount rate or rates from time to time in effect under the Agreed-Upon Methodologies and compounded annually) shall accrue from the otherwise-applicable, original Payment Date (as determined pursuant to Section 1.17) until the date of actual payment of the benefit, and shall be paid together with the Retirement Benefit. PART 3. ADDITIONAL PROVISIONS 3.1. BENEFICIARY DESIGNATION PROCEDURE. The Executive may designate one or more Beneficiaries to receive specified percentages of any death benefit payments to be paid hereunder. The Executive shall designate any such Beneficiaries in writing and shall submit such writing to the Treasurer of the Bank. Only designated Beneficiaries alive at the Executive's death shall be entitled to share in the benefit payments. Absent a contrary specification by the Executive in writing submitted to the Treasurer of the Bank, each Beneficiary alive at the Executive's death (or, in the case of the Beneficiary's death after the Executive's death, the Beneficiary's estate) shall share equally in death benefit payments. If no designated Beneficiary is alive at the Executive's death, her surviving spouse shall be entitled to all death benefit payments. If the Executive dies leaving neither a designated Beneficiary nor a surviving spouse, her estate shall be entitled to any death benefit payments. Except to the extent specifically provided in this Section 3.1, the Executive may not, without the written consent of the Bank, assign to any individual, trust or other organization, any right title or interest in the Insurance Policy nor any rights, options, privileges or duties created under this Agreement. 3.2. ASSISTANCE IN PURCHASE OF LIFE INSURANCE. If the Bank elects to invest in an Insurance Policy, the Executive shall assist the Bank by freely submitting to a physical exam and supplying such additional information necessary to obtain such insurance or annuities. It is agreed and understood, however, that the Bank is under no obligation to fund the benefits payable under this Agreement with any form of insurance. 3.3. ALIENABILITY AND ASSIGNMENT PROHIBITION. Neither the Executive, her surviving spouse nor any other Beneficiary under this Agreement shall have any power or right to transfer, assign, anticipate, hypothecate, mortgage, commute, modify or otherwise encumber in advance any of the benefits payable hereunder nor shall any of said benefits be subject to seizure for the payment of any debts, judgments, alimony or separate maintenance owed by the Executive or her Beneficiary, nor be transferable by operation of law in the event of bankruptcy, insolvency or -8- otherwise. In the event the Executive or any Beneficiary attempts assignment, commutation, hypothecation, transfer or disposal of the benefits hereunder, the Bank's liabilities shall forthwith cease and terminate. 3.4. BINDING OBLIGATION OF BANK AND ANY SUCCESSOR IN INTEREST. This Agreement shall bind the Executive and the Bank, their heirs, successors, personal representatives and assigns. The Bank expressly agrees that it shall not merge or consolidate into or with another bank or sell substantially all of its assets to another bank, firm or person until such bank, firm or person expressly agrees, in writing, to assume and discharge the duties and obligations of the Bank under this Agreement. 3.5. AMENDMENT. During the lifetime of the Executive, this Agreement may be amended only with the mutual written assent of the Executive and the Bank. 3.6. GENERAL. The benefits provided by the Bank to the Executive pursuant to this Agreement are in the nature of a fringe benefit and shall in no event be construed to affect or limit the Executive's current or prospective salary increases, cash bonuses or profit-sharing distributions or credits or her right to participate in or be covered by any qualified or non-qualified pension, profit-sharing, group, bonus or other supplemental compensation or fringe benefit plan. 3.7. HEADINGS. Headings and subheadings in this Agreement are inserted for reference and convenience only and shall not be deemed a part of this Agreement. 3.8. APPLICABLE LAW. This Agreement shall be governed by, and construed and enforced in accordance with, the substantive laws of The Commonwealth of Massachusetts without regard to its principles of conflicts of laws. 3.9. NAMED FIDUCIARY AND PLAN ADMINISTRATOR. The "NAMED FIDUCIARY AND PLAN ADMINISTRATOR" of this plan shall be Benjamin Franklin Bank until its removal by the Board. As Named Fiduciary and Plan Administrator, the Bank shall be responsible for the management, control and administration of the benefits to be provided under this Agreement. The Named Fiduciary may delegate to others certain aspects of the management and operational responsibilities of the plan including the employment of advisors and the delegation of ministerial duties to qualified individuals. 3.10. CLAIMS PROCEDURE. In the event a dispute arises over benefits under this Agreement and benefits are not paid to the Executive (or to her beneficiary in the case of the Executive's death) and such claimants feel they are entitled to receive such benefits, then a written claim must be made to the Plan Administrator named above within sixty (60) days from the date payments are refused. The Plan Administrator shall review the written claim and if the claim is denied, in whole or in part, they shall provide in writing within sixty (60) days of receipt of such claim their specific reasons for such denial, reference to the provisions of this Agreement upon which the denial is based and any additional material or information necessary to perfect the claim. Such written notice shall further indicate the additional steps to be taken by claimants if a further review of the claim denial is desired. A claim shall be deemed to have been denied if the Plan Administrator fails to take any action within the aforesaid ninety-day period. -9- If claimants desire a second review they shall notify the Plan Administrator in writing within ninety (90) days of the first claim denial. Claimants may review this Agreement or any documents relating thereto and submit any written issues and comments they may feel appropriate. In its sole discretion, the Plan Administrator shall then review the second claim and provide a written decision within sixty (60) days of receipt of such claim. This decision shall likewise state the specific reasons for the decision and shall include reference to specific provisions of this Agreement upon which the decision is based. 3.11. ARBITRATION. Any controversy or claim arising out of or relating to the Agreement, or the breach thereof, or any failure to agree where agreement of the parties is necessary pursuant hereto, including the determination of the scope of this agreement to arbitrate, shall be resolved by the following procedures: (a) The parties agree to submit any dispute to final and binding arbitration administered by the American Arbitration Association (the "AAA"), pursuant to the Commercial Arbitration Rules of the AAA as in effect at the time of submission. The arbitration shall be held in Boston, Massachusetts before a single neutral, independent, and impartial arbitrator (the "ARBITRATOR"). (b) Unless the parties have agreed upon the selection of the Arbitrator before then, the AAA shall appoint the Arbitrator within thirty (30) days after the submission to AAA for binding arbitration. The arbitration hearings shall commence within fifteen (15) days after the selection of the Arbitrator. Each party shall be limited to two pre-hearing depositions each lasting no longer than two (2) hours. The parties shall exchange documents to be used at the hearing no later than ten (10) days prior to the hearing date. Each party shall have no longer than three (3) hours to present its position, and the entire proceedings before the Arbitrator shall be on no more than two (2) hearing days within a two week period. The award shall be made no more than ten (10) days following the close of the proceeding. The Arbitrator's award shall not include consequential, exemplary, or punitive damages. The Arbitrator's award shall be a final and binding determination of the dispute and shall be fully enforceable in any court of competent jurisdiction. Except in a proceeding to enforce the results of the arbitration, neither party nor the Arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. (c) In the event that it shall be necessary or desirable for the Executive to retain legal counsel or incur other costs and expenses in connection with the enforcement or protection of any or all of the Executive's rights under this Agreement, the Bank shall pay (or the Executive shall be entitled to recover from the Bank, as the case may be) the Executive's reasonable attorneys' fees and other reasonable costs and expenses in connection with the enforcement or protection of said rights (including the enforcement of any arbitration award in court) regardless of the final outcome, unless and to the extent the arbitrators shall determine that under the circumstances recovery by the Executive of all or a part of any such fees and costs and expenses would be unjust. 3.12. NON-COMPETITION; NON-SOLICITATION. For purposes of this Section 3.12, the term "EMPLOYER" shall include not only each of the Holding Company and the Bank, but also every other affiliate of the Holding Company (each, an "EMPLOYER"). -10- (a) WHILE EMPLOYED. During such time as the Executive is employed by the Bank or the Holding Company, the Executive will not compete with the banking or any other business conducted by any Employer during the period of the Executive's employment, nor will the Executive attempt to hire any employee of any Employer, assist in such hiring by any other person, encourage any such employee to terminate his or her relationship with any Employer, or interfere with or damage (or attempt to interfere with or damage) any relationship between any Employer and any customers of any Employer or solicit or encourage any customer of any Employer to terminate its relationship with any Employer or to conduct with any other person any business or activity which such customer conducts or could conduct with any Employer. (b) POST-EMPLOYMENT. The provisions of this Section 3.12(b) shall not be binding on the Executive (and shall become of no further force or effect) after a Change in Control shall have occurred, or in the event that the Employer has terminated the Executive's employment without Specially-Defined Cause. The Executive agrees that during the one-year period following termination of the Executive's employment for any reason (the "NONCOMPETITION PERIOD"), the Executive will not, directly or indirectly, (i) become a director, officer, employee, principal, agent, consultant or independent contractor of any insured depository institution, trust company or parent holding company of any such institution or company which has an office in any city or town in which the Bank maintains an office (a "COMPETING BUSINESS"), provided, however, that this provision shall not prohibit the Executive from (x) owning bonds, non-voting preferred stock or up to five percent (5%) of the outstanding common stock of any such entity if such common stock is publicly traded and (y) being employed by a Competing Business outside of such cities and towns so long as the Executive is in compliance with the provisions of the remainder of this Section 3.12(b). During the Noncompetition Period, the Executive will not, directly or indirectly, (i) solicit or encourage any person who was employed by any Employer on the date of termination of the Executive's employment to leave his or her employment at any Employer, or (ii) encourage or assist any person with whom the Executive has an employment or consulting or other similar relationship in identifying, recruiting or soliciting any commercial loan officer or relationship manager who was employed by any Employer on the date of termination of the Executive's employment ("TERMINATION DATE"), or (iii) assist such person in formulating an employment package for such officer or manager to the extent such assistance involves the use of confidential information (as that term is defined in that certain Employment Agreement between the Executive and the Holding Company). The provisions of this Section 3.12(b) shall not be construed to prohibit any person who employs the Executive as an employee or consultant from advertising generally for employees in the markets served by any Employer or from hiring any candidate, whether or not such person was employed by an Employer, so long as the Executive does not breach the covenants set forth in this Section 3.12(b). During the Noncompetition Period, the Executive will not, directly or indirectly, solicit or encourage or assist others to solicit any business from any person or entity which, together with its affiliates, had commercial loans outstanding from the Bank which in the aggregate amounted to $1,000,000 or more at any time within the six-month period prior to the Termination Date ("COMMERCIAL LOAN CUSTOMERS"). This Section 3.12(b) shall not be construed to prohibit any of the Executive's future employers from making general public announcements to the effect that the Executive has become affiliated with such new employer or holding receptions to introduce the Executive to persons other than Commercial Loan Customers. The Executive agrees to inform any potential new employer of the covenant set forth in this Section 3.12(b) prior to accepting employment during the Noncompetition Period. -11- 3.13. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties pertaining to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations, prior draft agreements, and discussions of the parties, whether oral or written. This Agreement specifically supersedes and replaces the 2005 Agreement in its entirety. 3.14. REDUCTIONS. Notwithstanding anything to the contrary contained in this Agreement, any and all payments and benefits to be provided to the Executive hereunder are subject to reduction to the extent required by applicable statutes, regulations, rules and directives of federal, state and other governmental and regulatory bodies having jurisdiction over the Bank or the Holding Company. The Executive confirms that the Executive is aware of the fact that the Federal Deposit Insurance Corporation has the power to preclude the Bank from making payments to the Executive under this Agreement under certain circumstances. The Executive agrees that the Bank shall not be deemed to be in breach of this Agreement if it is precluded from making a payment otherwise payable hereunder by reason of regulatory requirements binding on the Bank. 3.15. INTERPRETATION. When a reference is made in this Agreement to Sections or Exhibits, such reference shall be to a Section of or Exhibit to this Agreement unless otherwise indicated. References to Sections include subsections, which are part of the related Section (e.g., a section numbered "Section 5.5(a)" would be part of "Section 5.5" and references to "Section 5.5" would also refer to material contained in the subsection described as "Section 5.5(a)"). The recitals hereto constitute an integral part of this Agreement. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words "include", "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation". The phrases "the date of this Agreement", "the date hereof" and terms of similar import, unless the context otherwise requires, shall be deemed to refer to the date set forth in the Preamble to this Agreement. 3.16. EMPLOYMENT. No provision of this Agreement shall be deemed to restrict or limit any existing employment agreement by and between the Bank and the Executive, nor shall any conditions herein create specific employment rights to the Executive nor limit the right of the Bank to discharge the Executive with or without Specially-Defined Cause. In a similar fashion, no provision shall limit the Executive's rights to voluntarily terminate her employment at any time. The benefits provided by this Agreement are not part of any salary reduction plan or any arrangement deferring a bonus or salary increase. The Executive has no option to take any current payment or bonus in lieu of these benefits. 3.17. COMMUNICATIONS. All notices and other communications hereunder shall be in writing and shall given by hand, sent by facsimile transmission with confirmation of receipt requested, sent via a reputable overnight courier service with confirmation of receipt requested, or mailed by registered or certified mail (postage prepaid and return receipt requested) and shall be addressed to the Executive at the Executive's last known address on the books of the Bank or, in the case of the Bank, at its main office, attention of the Board of Directors. All notices shall be deemed given on the date on which delivered by hand or otherwise on the date of receipt as confirmed. -12- IN WITNESS WHEREOF, the parties have executed this Agreement as an instrument under seal, as of the date first written above. BENJAMIN FRANKLIN BANK /s/ Kathleen Sawyer By: /s/ William Bissonnette - -------------------------------- --------------------------------- Witness Title: Chairman of Compensation Committee /s/ Kathleen Sawyer /s/ Claire S. Bean - -------------------------------- --------------------------------- Witness Claire S. Bean -13- BENEFICIARY DESIGNATION FORM PRIMARY DESIGNATION: Name Relationship - ------------------------------------- -------------------------------------- - ------------------------------------- -------------------------------------- - ------------------------------------- -------------------------------------- CONTINGENT DESIGNATION: - ------------------------------------- -------------------------------------- - ------------------------------------- -------------------------------------- - ------------------------------------- -------------------------------------- - ------------------------------------- -------------------------------------- Claire S. Bean Date -14- EXHIBIT 1.24 -- VESTED PORTION As of December 31st of each year, the Vested Portion shall be the percentage listed for such date on the table set forth below ("TABLE"). Starting on January 1 of each calendar year the Vested Portion shall be increased ratably over the course of the year so that as of the next December 31st, the Vested Portion shall have been increased to the percentage set forth on the Table for such December 31st. By way of example, the Vested Portion shall be 25.0% on December 31, 2006. As of the date which is 180 days after such December 31, the Vested Portion shall be determined by adding together (x) 25.0% (the Vested Portion as of the previous December 31) and (y) the ratable increase in such Vested Portion for 2007 (the "APPLICABLE INCREASE"). The Applicable Increase shall be determined by multiplying 12.5% (the amount by which the Vested Portion would increase during all of 2007) by the fraction of the year that has then elapsed. Thus, 12.5% times 180/365 equals 6.16%. Calculations shall be rounded to two significant digits. Accordingly, the Vested Portion for such date would be 25.0% plus 6.16%, or a total of 31.16%. The Vested Portion shall never be greater than 100%. DECEMBER 31 VESTED PORTION ----------- -------------- 2005 10.0% 2006 25.0% 2007 37.5% 2008 50.0% 2009 60.0% 2010 70.0% 2011 80.0% 2012 87.5% 2013 92.5% 2014 and thereafter 100.0% -15- EX-21 4 b58502bfexv21.htm EX-21 SUBSIDIARIES OF REGISTRANT

Exhibit 21

Subsidiaries of Registrant are described in this Annual Report on Form 10-K under “Item 1—Business—Subsidiary Activities”.

73

EX-10.4.1

EXHIBIT 10.4.1

















                              AMENDED AND RESTATED

                   SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT





                               THOMAS R. VENABLES
































                                TABLE OF CONTENTS



PART 1.  DEFINITIONS.........................................................  1

   1.1.  ACTUARIAL EQUIVALENT................................................  1
   1.2.  AGREED-UPON METHODOLOGIES...........................................  1
   1.3.  ANNUAL ANNUITY EQUIVALENT...........................................  2
   1.4.  BENEFICIARY.........................................................  2
   1.5.  CALENDAR YEAR.......................................................  2
   1.6.  CHANGE IN CONTROL...................................................  2
   1.7.  CODE................................................................  2
   1.8.  COMPENSATION........................................................  2
   1.9.  DISABLED AND DISABILITY.............................................  2
   1.10. EFFECTIVE DATE......................................................  3
   1.11. EMPLOYER............................................................  3
   1.12. EMPLOYMENT AGREEMENT................................................  3
   1.13. FINAL AVERAGE COMPENSATION..........................................  3
   1.14. GOOD REASON.........................................................  3
   1.15. INSURANCE POLICY....................................................  3
   1.16. NORMAL RETIREMENT AGE...............................................  3
   1.17. ORIGINAL AGREEMENT..................................................  3
   1.18. PAYMENT DATE........................................................  3
   1.19. RETIREMENT BENEFIT..................................................  4
   1.20. SBERA...............................................................  4
   1.21. SEPARATION FROM SERVICE.............................................  4
   1.22. SPECIALLY-DEFINED CAUSE.............................................  5
   1.23. TERMINATION OF EMPLOYMENT...........................................  5
   1.24. TRUSTEE.............................................................  5
   1.25. VESTED PORTION......................................................  5

PART 2.  BENEFIT AND RELATED MATTERS.........................................  5

   2.1.  TIMING AND CALCULATION OF PAYMENT OF BENEFIT........................  5
   2.2.  DELAY IN CERTAIN PAYMENTS AS REQUIRED BY SECTION 409A...............  5
   2.3.  RABBI TRUST.........................................................  5
   2.4.  DISABILITY..........................................................  6
   2.5.  TERMINATION WITHOUT SPECIALLY-DEFINED CAUSE OR FOR GOOD REASON......  6
   2.6.  DEATH...............................................................  7
   2.7.  NO BENEFITS UPON DISCHARGE FOR SPECIALLY-DEFINED CAUSE..............  7
   2.8.  OPTIONAL FORM OF BENEFIT............................................  7
   2.9.  INTEREST............................................................  7

PART 3.  ADDITIONAL PROVISIONS...............................................  8

   3.1.  BENEFICIARY DESIGNATION PROCEDURE...................................  8
   3.2.  ASSISTANCE IN PURCHASE OF LIFE INSURANCE............................  8
   3.3.  ALIENABILITY AND ASSIGNMENT PROHIBITION.............................  8
   3.4.  BINDING OBLIGATION OF BANK AND ANY SUCCESSOR IN INTEREST............  8
   3.5.  AMENDMENT...........................................................  8





                                      -i-






   3.6.  GENERAL.............................................................  8
   3.7.  HEADINGS............................................................  9
   3.8.  APPLICABLE LAW......................................................  9
   3.9.  NAMED FIDUCIARY AND PLAN ADMINISTRATOR..............................  9
   3.10. CLAIMS PROCEDURE....................................................  9
   3.11. ARBITRATION.........................................................  9
   3.12. NON-COMPETITION; NON-SOLICITATION................................... 10
   3.13. ENTIRE AGREEMENT.................................................... 11
   3.14. REDUCTIONS.......................................................... 11
   3.15. INTERPRETATION...................................................... 12
   3.16. EMPLOYMENT.......................................................... 12
   3.17. COMMUNICATIONS...................................................... 12

























                                      -ii-





                              AMENDED AND RESTATED
                   SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT


       This Amended and Restated Supplemental Executive Retirement Agreement,
made and entered into as of March 22, 2006 by and between Benjamin Franklin
Bank, a Massachusetts chartered savings bank with its executive offices in
Franklin, Massachusetts (the "BANK") and a wholly-owned subsidiary of Benjamin
Franklin Bancorp, Inc., a Massachusetts corporation (the "HOLDING COMPANY"), and
Thomas R. Venables, a key employee and executive of the Bank (the "EXECUTIVE"),
amends and restates in its entirety the Supplemental Executive Retirement
Agreement dated as of December 5, 2005 (the "2005 AGREEMENT").

                                   WITNESSETH.

       WHEREAS, the Executive is a valuable, key employee of the Bank, serving
the Bank as its President and Chief Executive Officer; and

       WHEREAS, because of the Executive's experience, knowledge of the affairs
of the Bank, and reputation and contacts in the banking industry, the Bank deems
the Executive's continued employment with the Bank important for its future
growth; and

       WHEREAS, it is the desire of the Bank and in its best interest that the
Executive's services be retained; and

       WHEREAS, in order to induce the Executive to continue in the employ of
the Bank, the Bank has previously entered into the Original Agreement (which was
revised and restated to become the 2005 Agreement) to provide the Executive or
his beneficiaries with certain benefits in accordance with the terms and
conditions hereinafter set forth; and

       WHEREAS, the parties have agreed to amend and restate in its entirety the
2005 Agreement;

       NOW, THEREFORE, in consideration of services performed in the past and to
be performed in the future as well as of the mutual promises and covenants
herein contained, it is agreed as follows:

PART 1.  DEFINITIONS

       1.1. ACTUARIAL EQUIVALENT shall mean a benefit of equivalent current
value to the benefit which could otherwise have been provided to the Executive,
calculated with the Agreed-Upon Methodologies.

       1.2. AGREED-UPON METHODOLOGIES (to be used in making actuarial
calculations under this Agreement) shall be the discount rates, mortality tables
and other assumptions expressed in Section 417(e) of the Code, with the
following adjustments: (i) the 1994 Group Annuity Reserving Table shall be used
in place of the 50/50 male/female mortality table, and (ii) the applicable
discount rate shall be the discount rate to be utilized under such Section
417(e), as published for January of the year in which the calculation is being
made (or of the previous year











if as of the time of such calculation no January data has been published for the
year in which the calculation is being made).

       1.3. ANNUAL ANNUITY EQUIVALENT for a 401(k) plan or other defined
contribution plan shall be equal to the annual benefit that would be payable
pursuant to a single life annuity with equal annual payments, commencing on the
Normal Retirement Age and continuing for the Executive's life, that could be
purchased with the amount assumed to be available for such purchase pursuant to
this Section 1.3. The annual benefit payable under such annuity shall be
determined as of the Payment Date, using the Agreed-Upon Methodologies. For
purposes of this Section 1.3, the amount available for the purchase of said
annuity shall be assumed to be the total of: (i) all amounts actually
contributed by the employer as matching contributions or other contributions to
the defined contribution plan on the Executive's behalf (which contributions
shall not include the so-called "individual contributions" on the Executive's
behalf (it being understood that such "individual" contributions are made by the
employer pursuant to a salary reduction agreement with the Executive)), plus
(ii) earnings on those contributions. For purposes of calculating any amount of
earnings that are to be deemed to have been earned during any future period,
such earnings shall be deemed to be equal to the amount which would have been
earned if the balance in the account as of such date of calculation had been
invested at a 6% rate of interest, compounded annually, until the Normal
Retirement Age. Nothing in this Section 1.3 shall require the Executive to
actually purchase an annuity or to actually surrender any life insurance
contract at retirement.

       1.4. BENEFICIARY shall mean the person or persons designated by the
Executive in accordance with Section 3.1 hereof to receive benefits under this
Agreement after the death of the Executive.

       1.5. CALENDAR YEAR shall mean a calendar year from January 1 to December
31.

       1.6. CHANGE IN CONTROL shall have the meaning defined in the Employment
Agreement.

       1.7. CODE shall mean the Internal Revenue Code of 1986, as amended.

       1.8. COMPENSATION shall mean all compensation reported on the Executive's
Form W-2 (Wages, tips, other compensation box) for a Calendar Year, including,
but not limited to, any bonuses actually paid by the Bank to the Executive
during the Calendar Year, but adding thereto any amount which is contributed by
the Bank on the Executive's behalf pursuant to a salary reduction agreement and
which is not includable in the Executive's gross income under Section 125,
132(f), 402(e)(3) or 402(h) of the Code, as well as the amount of any pay
reduction contributions to a nonqualified deferred compensation plan, and
excluding therefrom any taxable employee benefits of any kind (e.g.,
reimbursements of moving and relocation expenses, insurance premiums,
automobile, health, medical, and dental expenses, the cost of group-term life
insurance, compensation arising from the exercise of a nonqualified stock
option, the disqualifying disposition of stock issued pursuant to an incentive
stock option, or from a stock grant, and any fringe benefit which is not
excluded from gross income under Section 132 of the Code).

       1.9. DISABLED and DISABILITY shall have the meaning defined in Section
2.4(b).










                                      -2-



       1.10. EFFECTIVE DATE. The Effective Date of this Agreement shall be
January 1, 2005.

       1.11. EMPLOYER shall mean each of the Bank and the Holding Company,
individually and collectively.

       1.12. EMPLOYMENT AGREEMENT shall mean that certain Employment Agreement
between the Executive and the Holding Company dated as of April 4, 2005 (as the
same may be amended, modified or restated from time to time).

       1.13. FINAL AVERAGE COMPENSATION shall mean the average of the
Compensation of the Executive for the three Calendar Years during his final ten
Calendar Years of employment with the Bank during which his Compensation was the
highest.

       1.14. GOOD REASON shall have the meaning defined in the Employment
Agreement and shall also include:

              (a) A material breach by the Bank of any of the provisions of this
Agreement which failure or breach shall have continued for thirty (30) days
after written notice from the Executive to the Bank specifying the nature of
such failure or breach; or

              (b) Any termination of the Executive's employment with the Bank or
the Holding Company that does not constitute a "VOLUNTARY TERMINATION" under the
Employment Agreement; or

              (c) The failure of the Bank to obtain a satisfactory agreement
from any successor thereof to assume and agree to perform this Agreement.

In addition, "GOOD REASON" shall include the following event but only if it
shall occur within three years following a Change in Control:

              (d) A reasonable determination by the Executive that, as a result
of a Change in Control, he is unable to exercise the responsibilities,
authorities, powers, functions or duties exercised by the Executive immediately
prior to such Change in Control.

       1.15. INSURANCE POLICY shall mean such insurance policy or policies (if
any) as the Bank, in its sole and absolute discretion, may choose to purchase to
fund some or all of the benefits payable hereunder.

       1.16. NORMAL RETIREMENT AGE shall mean the date on which the Executive
attains age sixty-five (65).

       1.17. ORIGINAL AGREEMENT shall mean the Salary Continuation Agreement
dated as of August 22, 2002.

       1.18. PAYMENT DATE shall mean the earlier to occur of (x) Separation from
Service or (y) Normal Retirement Age.







                                      -3-



       1.19. RETIREMENT BENEFIT shall mean a lump sum payment calculated in the
manner described in this Section 1.19. The lump sum Retirement Benefit payment
shall be the Actuarial Equivalent of a stream of payments, each year consisting
of twelve equal payments each in an amount equal to one twelfth of the "YEARLY
BENEFIT AMOUNT," commencing at Normal Retirement Age and continuing for twenty
(20) years. The actuarial equivalent of such stream of payments shall be
determined as of the Payment Date, using the Agreed-Upon Methodologies. The
parties have agreed that it shall be assumed that payment of the Yearly Benefit
Amount would commence at Normal Retirement Age (regardless of when the
Retirement Benefit is actually paid) for purposes of calculating the amount of
such lump sum Retirement Benefit, in order to appropriately adjust such
Retirement Benefit for the time value of money in the event that the Retirement
Benefit is paid prior to Normal Retirement Age; provided, however, that in the
event of Termination without Specially-Defined Cause or for Good Reason (as
described in Section 2.5) within three years after a Change in Control, payment
of the Yearly Benefit Amount shall be deemed to commence as of the date of
Separation from Service for purposes of calculating such lump sum benefit. The
"YEARLY BENEFIT AMOUNT" shall be calculated as of the Payment Date by:

              (a) multiplying 75% times the Executive's Final Average
Compensation (as of such Payment Date); and by

              (b) subtracting from such result the following:

                     (i) one-half of the annual amount payable (before earnings
          reductions) to the Executive as a primary Social Security retirement
          benefit at age 65 (assuming that the Executive had continued to earn
          at the same annual rate he was earning during the twelve month period
          immediately preceding the date on which the calculation of this amount
          is being made),

                     (ii) the Annual Annuity Equivalent (calculated pursuant to
          Section 1.3 and based only upon amounts actually contributed by the
          employer as matching contributions or other contributions, and not
          including so-called "individual" contributions) that would be payable
          to the Executive as of the Payment Date under any tax qualified
          defined contribution plans maintained by the Bank during the
          Executive's employment, including the Bank's 401(k) plan and Employee
          Stock Ownership Plan, and

                     (iii) the Annual Annuity Equivalent that would be payable
          to the Executive as of the Payment Date under the Bank's Benefit
          Restoration Plan; and then

              (c) multiplying such result by the Vested Portion as of the
Payment Date.


       1.20. SBERA shall mean the Savings Banks Employees Retirement Association
or any successor thereto.

       1.21. SEPARATION FROM SERVICE shall have the meaning determined pursuant
to regulations or other guidance issued with regard to Section 409A of the Code.
Until further guidance is










                                      -4-


issued, Separation from Service shall mean Termination of Employment as defined
in Section 1.23.

       1.22. SPECIALLY-DEFINED CAUSE shall have the meaning defined in the
Employment Agreement.

       1.23. TERMINATION OF EMPLOYMENT shall mean termination of full-time
employment with the Bank and any affiliate of the Bank.

       1.24. TRUSTEE. Trustee shall mean the trustee to be appointed under that
certain Trust Agreement ("TRUST") under the Benjamin Franklin Bank Supplemental
Executive Retirement Plan to be entered into by the Bank.

       1.25. VESTED PORTION. Except as provided in the following sentence, the
Vested Portion shall be determined in the manner provided in Exhibit 1.25
(Vested Portion). The Vested Portion will be 100% from and after the earliest to
occur of any of the following (i) the date on which the Executive becomes
Disabled, (ii) the date on which the Bank terminates the Executive's employment
without Specially-Defined Cause (as such term is defined in Section 2.7), (iii)
the date on which the Executive resigns for Good Reason, (iv) the date of the
Executive's death, and (v) the date on which a Change in Control first occurs.
The Vested Portion shall never exceed 100%.

PART 2.  BENEFIT AND RELATED MATTERS

       2.1. TIMING AND CALCULATION OF PAYMENT OF BENEFIT. The Executive shall be
entitled to receive a Retirement Benefit under this Agreement as of the Payment
Date. Such Retirement Benefit shall be calculated pursuant to Section 1.19, and
shall be paid not later than 30 days after the Payment Date. The method of
calculating and/or the time of payment of the Retirement Benefit may be adjusted
as provided in, as applicable, Section 2.4, Section 2.5, or Section 2.6. To the
extent of any inconsistency between this Section 2.1 and any of Section 2.4,
Section 2.5, or Section 2.6, such Section 2.4, Section 2.5, or Section 2.6, as
applicable, shall be controlling.

       2.2. DELAY IN CERTAIN PAYMENTS AS REQUIRED BY SECTION 409A.
Notwithstanding any other provision of this Agreement, to the extent required by
applicable law, if the Retirement Benefit is being paid upon Separation from
Service (other than upon Disability or death), payment of such benefit shall be
made six (6) months after the date of Separation from Service in order to comply
with Section 409A of the Code, and interest shall be added to such payment
pursuant to Section 2.9.

       2.3. RABBI TRUST. In the event that: a Change in Control occurs before
the Payment Date, payment of the Retirement Benefit is required to be delayed
for a period of time after Separation from Service in order to comply with
Section 409A of the Code, or the Payment Date is extended for an additional
period of at least five years pursuant to Section 2.8 in order to comply with
Section 409A of the Code, the Bank shall, as soon as possible, but in no event
later than 30 days following the Change in Control (in the event of (a) above),
or the date on which it is first determined that the Payment Date must be
extended or delayed (in the event of (b) or (c) above), make an irrevocable
contribution to the Trust. In the event of a Change in Control, the contribution
shall be in an amount that is sufficient, as determined by an actuary appointed
by







                                      -5-



the Trustee, to pay the Executive or his beneficiary the full benefits to which
he would be entitled pursuant to the terms of this Agreement as of the date on
which the Change in Control occurred assuming that the Payment Date was the date
of the Change in Control. In the event that payment is delayed or the Payment
Date is extended in order to comply with Section 409A, the contribution shall be
in an amount equal to the Retirement Benefit, calculated pursuant to Section
1.19, plus the interest to be added to such amount pursuant to Section 2.9.
Within the same 30 day period, the Bank shall make a further irrevocable
contribution to the Trust in an amount sufficient to pay for the Trustee's fees
and for actuarial, accounting, legal and other professional or administrative
services necessary to implement the terms of this Agreement until actual payment
of the Retirement Benefit. Such amount shall be determined by the Trustee's
estimate of its fees (as provided in the Trust Agreement) and by estimates
obtained by the Trustee from the independent actuaries, accountants, lawyers and
other appropriate professional and administrative personnel who provide such
services to the Trust or the Bank (and in the event of a Change in Control it
shall be those personnel who provided such services immediately before the
Change in Control).

       2.4. DISABILITY.

              (a) In the event that the Executive shall become "DISABLED" (as
defined in Section 2.4(b)) while in the employ of the Bank and prior to his
Normal Retirement Age, the Vested Portion shall be 100% and his Retirement
Benefit shall be calculated pursuant to Section 1.19 as if the Executive's
Compensation had increased by five percent (5%) per year for each year from the
date of Termination of Employment due to Disability to Normal Retirement Age.
The Executive shall receive such benefit at Normal Retirement Age. Payments
under this Section 2.4 shall be in full satisfaction of any obligations of the
Bank to the Executive under this Agreement but shall be in addition to any
payments otherwise payable to the Executive as a result of disability under any
other plans or agreements in effect from time to time.

              (b) The Executive shall be considered to be "DISABLED" (and to
have a "DISABILITY") if (i) the Bank's long term disability insurance policy
carrier has determined that the Executive is unable to engage in any substantial
gainful activity by reason of any medically determinable physical or mental
impairment which can be expected to result in death or can be expected to last
for a continuous period of not less than 12 months, or (ii) the Executive is, by
reason of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period
of not less than 12 months, receiving income replacement benefits for a period
of not less than 3 months under an accident and health plan covering employees
of the Bank.

       2.5. TERMINATION WITHOUT SPECIALLY-DEFINED CAUSE OR FOR GOOD REASON. If
the Employer shall terminate Executive's employment prior to the Normal
Retirement Age without "SPECIALLY-DEFINED CAUSE," as defined at Section 1.22,
other than by reason of death or Disability (as defined at Section 2.4(b)), or
if the Executive terminates employment for "GOOD REASON," as defined at Section
1.14, the Vested Portion shall be 100% and the Executive's Retirement Benefit
shall be calculated pursuant to Section 1.19 as if the Executive's Compensation
had increased by five percent (5%) per year for each year from the date of such
Termination of Employment until the Normal Retirement Age. To the extent
required by applicable law, such Retirement Benefit shall be made six (6) months
after the date of Separation











                                      -6-



from Service in order to comply with Section 409A of the Code, and interest
shall be added to such payment pursuant to Section 2.9.

       2.6. DEATH. In the event that the Executive should die while in the
employ of the Bank and prior to his Normal Retirement Age, the Vested Portion
shall be 100% and the Executive's Beneficiary shall receive a Retirement
Benefit, calculated pursuant to Section 1.19, provided, however, that the
Executive's Compensation shall be deemed to have increased by five percent (5%)
per year for each year from the Executive's death until Normal Retirement Age.
The Executive's Beneficiary shall receive such benefit within 30 days of the
Executive's death.

       2.7. NO BENEFITS UPON DISCHARGE FOR SPECIALLY-DEFINED CAUSE. Should the
Executive be discharged for Specially-Defined Cause at any time, all benefits
under Part 2 of this Agreement shall be forfeited. The Executive shall not be
considered to have been terminated for Specially-Defined Cause unless he shall
have been terminated for Specially-Defined Cause in accordance with the
procedures set forth in the Employment Agreement. If a dispute arises as to
whether a discharge is for "SPECIALLY-DEFINED CAUSE," such dispute shall be
resolved by arbitration as set forth in Section 3.11 of this Agreement.

       2.8. OPTIONAL FORM OF BENEFIT. In lieu of the lump sum Retirement Benefit
provided in Section 1.19, upon request the Executive may obtain an optional form
of payment that is the Actuarial Equivalent of such lump sum payment; provided
that such form is a permitted form of benefit under the SBERA Pension Plan, and
provided that such request complies with the provisions of Section 409A of the
Code and any regulations or other Internal Revenue Service guidance promulgated
thereunder. Acceptable forms of payment presently include:

              -      Life Annuity

              -      Joint and 50% Survivor Annuity or Joint and 100% Survivor
                     Annuity.

The Executive shall have the right within thirty (30) days upon becoming subject
to the Plan to elect the form of payment in which his benefit is to be paid.
Prior to the Payment Date, the Executive may change the form of payment he has
elected, provided, however, that such change must conform with the provisions of
this Agreement and with any applicable requirements of Section 409A (and any
other applicable tax law regarding deferral of income or avoidance of
constructive receipt). As of the date of this Agreement, all such changes (other
than those from one form of life annuity to an actuarially-equivalent form of
life annuity) must be made at least one year before the Payment Date and must
extend the Payment Date for an additional period of at least five (5) years
(which means that payment of the benefit under this Agreement shall be made or
commence on a date that is at least five years after the Payment Date).

       2.9. INTEREST. In the event that payment of a Retirement Benefit under
this Agreement is required to be made six (6) months after the date of
Separation from Service in order to comply with Section 409A of the Code, or if
the Payment Date is extended for a period of at least five years pursuant to
Section 2.8, interest (calculated at the annual discount rate or rates from time
to time in effect under the Agreed-Upon Methodologies and compounded annually)
shall accrue from the otherwise-applicable, original Payment Date (as determined
pursuant to Section 1.18) until the date of actual payment of the benefit, and
shall be paid together with the Retirement Benefit.









                                      -7-


PART 3.  ADDITIONAL PROVISIONS

       3.1. BENEFICIARY DESIGNATION PROCEDURE. The Executive may designate one
or more Beneficiaries to receive specified percentages of any death benefit
payments to be paid hereunder. The Executive shall designate any such
Beneficiaries in writing and shall submit such writing to the Treasurer of the
Bank. Only designated Beneficiaries alive at the Executive's death shall be
entitled to share in the benefit payments. Absent a contrary specification by
the Executive in writing submitted to the Treasurer of the Bank, each
Beneficiary alive at the Executive's death (or, in the case of the Beneficiary's
death after the Executive's death, the Beneficiary's estate) shall share equally
in death benefit payments. If no designated Beneficiary is alive at the
Executive's death, his surviving spouse shall be entitled to all death benefit
payments. If the Executive dies leaving neither a designated Beneficiary nor a
surviving spouse, his estate shall be entitled to any death benefit payments.
Except to the extent specifically provided in this Section 3.1, the Executive
may not, without the written consent of the Bank, assign to any individual,
trust or other organization, any right title or interest in the Insurance Policy
nor any rights, options, privileges or duties created under this Agreement.

       3.2. ASSISTANCE IN PURCHASE OF LIFE INSURANCE. If the Bank elects to
invest in an Insurance Policy, the Executive shall assist the Bank by freely
submitting to a physical exam and supplying such additional information
necessary to obtain such insurance or annuities. It is agreed and understood,
however, that the Bank is under no obligation to fund the benefits payable under
this Agreement with any form of insurance.

       3.3. ALIENABILITY AND ASSIGNMENT PROHIBITION. Neither the Executive, his
surviving spouse nor any other Beneficiary under this Agreement shall have any
power or right to transfer, assign, anticipate, hypothecate, mortgage, commute,
modify or otherwise encumber in advance any of the benefits payable hereunder
nor shall any of said benefits be subject to seizure for the payment of any
debts, judgments, alimony or separate maintenance owed by the Executive or his
Beneficiary, nor be transferable by operation of law in the event of bankruptcy,
insolvency or otherwise. In the event the Executive or any Beneficiary attempts
assignment, commutation, hypothecation, transfer or disposal of the benefits
hereunder, the Bank's liabilities shall forthwith cease and terminate.

       3.4. BINDING OBLIGATION OF BANK AND ANY SUCCESSOR IN INTEREST. This
Agreement shall bind the Executive and the Bank, their heirs, successors,
personal representatives and assigns. The Bank expressly agrees that it shall
not merge or consolidate into or with another bank or sell substantially all of
its assets to another bank, firm or person until such bank, firm or person
expressly agrees, in writing, to assume and discharge the duties and obligations
of the Bank under this Agreement.

       3.5. AMENDMENT. During the lifetime of the Executive, this Agreement may
be amended only with the mutual written assent of the Executive and the Bank.

       3.6. GENERAL. The benefits provided by the Bank to the Executive pursuant
to this Agreement are in the nature of a fringe benefit and shall in no event be
construed to affect or limit the Executive's current or prospective salary
increases, cash bonuses or profit-sharing distributions or credits or his right
to participate in or be covered by any qualified or non-








                                      -8-


qualified pension, profit-sharing, group, bonus or other supplemental
compensation or fringe benefit plan.

       3.7. HEADINGS. Headings and subheadings in this Agreement are inserted
for reference and convenience only and shall not be deemed a part of this
Agreement.

       3.8. APPLICABLE LAW. This Agreement shall be governed by, and construed
and enforced in accordance with, the substantive laws of The Commonwealth of
Massachusetts without regard to its principles of conflicts of laws.

       3.9. NAMED FIDUCIARY AND PLAN ADMINISTRATOR. The "NAMED FIDUCIARY AND
PLAN ADMINISTRATOR" of this plan shall be Benjamin Franklin Bank until its
removal by the Board. As Named Fiduciary and Plan Administrator, the Bank shall
be responsible for the management, control and administration of the benefits to
be provided under this Agreement. The Named Fiduciary may delegate to others
certain aspects of the management and operational responsibilities of the plan
including the employment of advisors and the delegation of ministerial duties to
qualified individuals.

       3.10. CLAIMS PROCEDURE. In the event a dispute arises over benefits under
this Agreement and benefits are not paid to the Executive (or to his beneficiary
in the case of the Executive's death) and such claimants feel they are entitled
to receive such benefits, then a written claim must be made to the Plan
Administrator named above within sixty (60) days from the date payments are
refused. The Plan Administrator shall review the written claim and if the claim
is denied, in whole or in part, they shall provide in writing within sixty (60)
days of receipt of such claim their specific reasons for such denial, reference
to the provisions of this Agreement upon which the denial is based and any
additional material or information necessary to perfect the claim. Such written
notice shall further indicate the additional steps to be taken by claimants if a
further review of the claim denial is desired. A claim shall be deemed to have
been denied if the Plan Administrator fails to take any action within the
aforesaid ninety-day period.

       If claimants desire a second review they shall notify the Plan
Administrator in writing within ninety (90) days of the first claim denial.
Claimants may review this Agreement or any documents relating thereto and submit
any written issues and comments they may feel appropriate. In its sole
discretion, the Plan Administrator shall then review the second claim and
provide a written decision within sixty (60) days of receipt of such claim. This
decision shall likewise state the specific reasons for the decision and shall
include reference to specific provisions of this Agreement upon which the
decision is based.

       3.11. ARBITRATION. Any controversy or claim arising out of or relating to
the Agreement, or the breach thereof, or any failure to agree where agreement of
the parties is necessary pursuant hereto, including the determination of the
scope of this agreement to arbitrate, shall be resolved by the following
procedures:

              (a) The parties agree to submit any dispute to final and binding
arbitration administered by the American Arbitration Association (the "AAA"),
pursuant to the Commercial Arbitration Rules of the AAA as in effect at the time
of submission. The arbitration shall be held










                                      -9-



in Boston, Massachusetts before a single neutral, independent, and impartial
arbitrator (the "ARBITRATOR").

              (b) Unless the parties have agreed upon the selection of the
Arbitrator before then, the AAA shall appoint the Arbitrator within thirty (30)
days after the submission to AAA for binding arbitration. The arbitration
hearings shall commence within fifteen (15) days after the selection of the
Arbitrator. Each party shall be limited to two pre-hearing depositions each
lasting no longer than two (2) hours. The parties shall exchange documents to be
used at the hearing no later than ten (10) days prior to the hearing date. Each
party shall have no longer than three (3) hours to present its position, and the
entire proceedings before the Arbitrator shall be on no more than two (2)
hearing days within a two week period. The award shall be made no more than ten
(10) days following the close of the proceeding. The Arbitrator's award shall
not include consequential, exemplary, or punitive damages. The Arbitrator's
award shall be a final and binding determination of the dispute and shall be
fully enforceable in any court of competent jurisdiction. Except in a proceeding
to enforce the results of the arbitration, neither party nor the Arbitrator may
disclose the existence, content, or results of any arbitration hereunder without
the prior written consent of both parties.

              (c) In the event that it shall be necessary or desirable for the
Executive to retain legal counsel or incur other costs and expenses in
connection with the enforcement or protection of any or all of the Executive's
rights under this Agreement, the Bank shall pay (or the Executive shall be
entitled to recover from the Bank, as the case may be) the Executive's
reasonable attorneys' fees and other reasonable costs and expenses in connection
with the enforcement or protection of said rights (including the enforcement of
any arbitration award in court) regardless of the final outcome, unless and to
the extent the arbitrators shall determine that under the circumstances recovery
by the Executive of all or a part of any such fees and costs and expenses would
be unjust.

       3.12. NON-COMPETITION; NON-SOLICITATION. For purposes of this Section
3.12, the term "EMPLOYER" shall include not only each of the Holding Company and
the Bank, but also every other affiliate of the Holding Company (each, an
"EMPLOYER").

              (a) WHILE EMPLOYED. During such time as the Executive is employed
by the Bank or the Holding Company, the Executive will not compete with the
banking or any other business conducted by any Employer during the period of the
Executive's employment, nor will the Executive attempt to hire any employee of
any Employer, assist in such hiring by any other person, encourage any such
employee to terminate his or her relationship with any Employer, or interfere
with or damage (or attempt to interfere with or damage) any relationship between
any Employer and any customers of any Employer or solicit or encourage any
customer of any Employer to terminate its relationship with any Employer or to
conduct with any other person any business or activity which such customer
conducts or could conduct with any Employer.

              (b) POST-EMPLOYMENT. The provisions of this Section 3.12(b) shall
not be binding on the Executive (and shall become of no further force or effect)
after a Change in Control shall have occurred, or in the event that the Employer
has terminated the Executive's employment without Specially-Defined Cause. The
Executive agrees that during the one-year period following termination of the
Executive's employment for any reason (the "NONCOMPETITION









                                      -10-



PERIOD"), the Executive will not, directly or indirectly, (i) become a director,
officer, employee, principal, agent, consultant or independent contractor of any
insured depository institution, trust company or parent holding company of any
such institution or company which has an office in any city or town in which the
Bank maintains an office (a "COMPETING BUSINESS"), provided, however, that this
provision shall not prohibit the Executive from (x) owning bonds, non-voting
preferred stock or up to five percent (5%) of the outstanding common stock of
any such entity if such common stock is publicly traded and (y) being employed
by a Competing Business outside of such cities and towns so long as the
Executive is in compliance with the provisions of the remainder of this Section
3.12(b). During the Noncompetition Period, the Executive will not, directly or
indirectly, (i) solicit or encourage any person who was employed by any Employer
on the date of termination of the Executive's employment to leave his or her
employment at any Employer, or (ii) encourage or assist any person with whom the
Executive has an employment or consulting or other similar relationship in
identifying, recruiting or soliciting any commercial loan officer or
relationship manager who was employed by any Employer on the date of termination
of the Executive's employment ("TERMINATION DATE"), or (iii) assist such person
in formulating an employment package for such officer or manager to the extent
such assistance involves the use of confidential information (as that term is
defined in that certain Employment Agreement between the Executive and the
Holding Company). The provisions of this Section 3.12(b) shall not be construed
to prohibit any person who employs the Executive as an employee or consultant
from advertising generally for employees in the markets served by any Employer
or from hiring any candidate, whether or not such person was employed by an
Employer, so long as the Executive does not breach the covenants set forth in
this Section 3.12(b). During the Noncompetition Period, the Executive will not,
directly or indirectly, solicit or encourage or assist others to solicit any
business from any person or entity which, together with its affiliates, had
commercial loans outstanding from the Bank which in the aggregate amounted to
$1,000,000 or more at any time within the six-month period prior to the
Termination Date ("COMMERCIAL LOAN CUSTOMERS"). This Section 3.12(b) shall not
be construed to prohibit any of the Executive's future employers from making
general public announcements to the effect that the Executive has become
affiliated with such new employer or holding receptions to introduce the
Executive to persons other than Commercial Loan Customers. The Executive agrees
to inform any potential new employer of the covenant set forth in this Section
3.12(b) prior to accepting employment during the Noncompetition Period.

       3.13. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties pertaining to its subject matter and supersedes all prior
and contemporaneous agreements, understandings, negotiations, prior draft
agreements, and discussions of the parties, whether oral or written. The 2005
Agreement specifically superseded and replaced the Original Agreement in its
entirety, and this Agreement specifically supersedes and replaces the 2005
Agreement in its entirety.

       3.14. REDUCTIONS. Notwithstanding anything to the contrary contained in
this Agreement, any and all payments and benefits to be provided to the
Executive hereunder are subject to reduction to the extent required by
applicable statutes, regulations, rules and directives of federal, state and
other governmental and regulatory bodies having jurisdiction over the Bank or
the Holding Company. The Executive confirms that the Executive is aware of the
fact that the Federal Deposit Insurance Corporation has the power to preclude
the Bank from making payments to the Executive under this Agreement under
certain circumstances. The Executive







                                      -11-



agrees that the Bank shall not be deemed to be in breach of this Agreement if it
is precluded from making a payment otherwise payable hereunder by reason of
regulatory requirements binding on the Bank.

       3.15. INTERPRETATION. When a reference is made in this Agreement to
Sections or Exhibits, such reference shall be to a Section of or Exhibit to this
Agreement unless otherwise indicated. References to Sections include
subsections, which are part of the related Section (e.g., a section numbered
"Section 5.5(a)" would be part of "Section 5.5" and references to "Section 5.5"
would also refer to material contained in the subsection described as "Section
5.5(a)"). The recitals hereto constitute an integral part of this Agreement. The
headings contained in this Agreement are for reference purposes only and shall
not affect in any way the meaning or interpretation of this Agreement. Whenever
the words "include", "includes" or "including" are used in this Agreement, they
shall be deemed to be followed by the words "without limitation". The phrases
"the date of this Agreement", "the date hereof" and terms of similar import,
unless the context otherwise requires, shall be deemed to refer to the date set
forth in the Preamble to this Agreement.

       3.16. EMPLOYMENT. No provision of this Agreement shall be deemed to
restrict or limit any existing employment agreement by and between the Bank and
the Executive, nor shall any conditions herein create specific employment rights
to the Executive nor limit the right of the Bank to discharge the Executive with
or without Specially-Defined Cause. In a similar fashion, no provision shall
limit the Executive's rights to voluntarily terminate his employment at any
time. The benefits provided by this Agreement are not part of any salary
reduction plan or any arrangement deferring a bonus or salary increase. The
Executive has no option to take any current payment or bonus in lieu of these
benefits.

       3.17. COMMUNICATIONS. All notices and other communications hereunder
shall be in writing and shall given by hand, sent by facsimile transmission with
confirmation of receipt requested, sent via a reputable overnight courier
service with confirmation of receipt requested, or mailed by registered or
certified mail (postage prepaid and return receipt requested) and shall be
addressed to the Executive at the Executive's last known address on the books of
the Bank or, in the case of the Bank, at its main office, attention of the Board
of Directors. All notices shall be deemed given on the date on which delivered
by hand or otherwise on the date of receipt as confirmed.












                                      -12-



       IN WITNESS WHEREOF, the parties have executed this Agreement as an
instrument under seal, as of the date first written above.



                                        BENJAMIN FRANKLIN BANK



/s/ Kathleen Sawyer                     By: /s/ William Bissonnette
- ------------------------------              ------------------------------------
Witness                                     Title: Chairman of Compensation
                                                   Committee



/s/ Kathleen Sawyer                         /s/ Thomas R. Venables
- ------------------------------              ------------------------------------
Witness                                     Thomas R. Venables






















                                      -13-




                          BENEFICIARY DESIGNATION FORM

PRIMARY DESIGNATION:

         Name                              Relationship

- -------------------------------------      -------------------------------------

- -------------------------------------      -------------------------------------

- -------------------------------------      -------------------------------------


CONTINGENT DESIGNATION:

- -------------------------------------      -------------------------------------

- -------------------------------------      -------------------------------------

- -------------------------------------      -------------------------------------




- -------------------------------------      -------------------------------------
Thomas R. Venables                         Date











                                      -14-



EXHIBIT 1.25  -- VESTED PORTION

       As of December 31st of each year, the Vested Portion shall be the
percentage listed for such date on the table set forth below ("TABLE"). Starting
on January 1 of each calendar year, the Vested Portion shall be increased
(ratably over the course of the year) so that as of the next December 31st, the
Vested Portion shall have been increased to the percentage set forth on the
Table for such December 31st.

       By way of example, the Vested Portion shall be 33.3% on December 31,
2006. As of the date which is 180 days after such December 31, the Vested
Portion shall be determined by adding together (x) 33.3% (the Vested Portion as
of the previous December 31) and (y) the ratable increase in such Vested Portion
for 2007 (the "APPLICABLE INCREASE").

       The Applicable Increase shall be determined by multiplying 13.3% (the
amount by which the Vested Portion would increase during all of 2007) by the
fraction of the year that has then elapsed. Thus, 13.3% times 180/365 equals
6.56%. Calculations shall be rounded to two significant digits. Accordingly, the
Vested Portion for such date would be 33.3% plus 6.56%, or a total of 39.86%.
The Vested Portion shall never be greater than 100%.



        DECEMBER 31                         VESTED PORTION
        -----------                         --------------

        2005                                      20.0%
        2006                                      33.3%
        2007                                      46.6%
        2008                                      59.9%
        2009                                      73.2%
        2010                                      86.5%
        2011                                      99.8%
        2012 and thereafter                      100.0%




















                                      -15-

EX-10.4.2

EXHIBIT 10.4.2



















                              AMENDED AND RESTATED

                   SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT





                                 CLAIRE S. BEAN




























                               TABLE OF CONTENTS



PART 1.  DEFINITIONS.........................................................  1

   1.1.  ACTUARIAL EQUIVALENT................................................  1
   1.2.  AGREED-UPON METHODOLOGIES...........................................  1
   1.3.  ANNUAL ANNUITY EQUIVALENT...........................................  2
   1.4.  BENEFICIARY.........................................................  2
   1.5.  CALENDAR YEAR.......................................................  2
   1.6.  CHANGE IN CONTROL...................................................  2
   1.7.  CODE................................................................  2
   1.8.  COMPENSATION........................................................  2
   1.9.  DISABLED AND DISABILITY.............................................  2
   1.10. EFFECTIVE DATE......................................................  3
   1.11. EMPLOYER............................................................  3
   1.12. EMPLOYMENT AGREEMENT................................................  3
   1.13. FINAL AVERAGE COMPENSATION..........................................  3
   1.14. GOOD REASON.........................................................  3
   1.15. INSURANCE POLICY....................................................  3
   1.16. NORMAL RETIREMENT AGE...............................................  3
   1.17. PAYMENT DATE........................................................  3
   1.18. RETIREMENT BENEFIT..................................................  3
   1.19. SBERA...............................................................  4
   1.20. SEPARATION FROM SERVICE.............................................  4
   1.21. SPECIALLY-DEFINED CAUSE.............................................  4
   1.22. TERMINATION OF EMPLOYMENT...........................................  5
   1.23. TRUSTEE.............................................................  5
   1.24. VESTED PORTION......................................................  5

PART 2.  BENEFIT AND RELATED MATTERS.........................................  5

   2.1.  TIMING AND CALCULATION OF PAYMENT OF BENEFIT........................  5
   2.2.  DELAY IN CERTAIN PAYMENTS AS REQUIRED BY SECTION 409A...............  5
   2.3.  RABBI TRUST.........................................................  5
   2.4.  DISABILITY..........................................................  6
   2.5.  TERMINATION WITHOUT SPECIALLY-DEFINED CAUSE OR FOR GOOD REASON......  6
   2.6.  DEATH...............................................................  6
   2.7.  NO BENEFITS UPON DISCHARGE FOR SPECIALLY-DEFINED CAUSE..............  7
   2.8.  OPTIONAL FORM OF BENEFIT............................................  7
   2.9.  INTEREST............................................................  8

PART 3.  ADDITIONAL PROVISIONS...............................................  8

   3.1.  BENEFICIARY DESIGNATION PROCEDURE...................................  8
   3.2.  ASSISTANCE IN PURCHASE OF LIFE INSURANCE............................  8
   3.3.  ALIENABILITY AND ASSIGNMENT PROHIBITION.............................  8
   3.4.  BINDING OBLIGATION OF BANK AND ANY SUCCESSOR IN INTEREST............  9
   3.5.  AMENDMENT...........................................................  9
   3.6.  GENERAL.............................................................  9









                                      -i-





   3.7.  HEADINGS............................................................  9
   3.8.  APPLICABLE LAW......................................................  9
   3.9.  NAMED FIDUCIARY AND PLAN ADMINISTRATOR..............................  9
   3.10. CLAIMS PROCEDURE....................................................  9
   3.11. ARBITRATION......................................................... 10
   3.12. NON-COMPETITION; NON-SOLICITATION................................... 10
   3.13. ENTIRE AGREEMENT.................................................... 12
   3.14. REDUCTIONS.......................................................... 12
   3.15. INTERPRETATION...................................................... 12
   3.16. EMPLOYMENT.......................................................... 12
   3.17. COMMUNICATIONS...................................................... 12




















                                      -ii-




                              AMENDED AND RESTATED
                   SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT


       This Amended and Restated Supplemental Executive Retirement Agreement is
made and entered into as of March 22, 2006 by and between Benjamin Franklin
Bank, a Massachusetts chartered savings bank with its executive offices in
Franklin, Massachusetts (the "BANK") and a wholly-owned subsidiary of Benjamin
Franklin Bancorp, Inc., a Massachusetts corporation (the "HOLDING COMPANY"), and
Claire S. Bean, a key employee and executive of the Bank (the "EXECUTIVE"),
amends and restates in its entirety the Supplemental Executive Retirement
Agreement dated as of December 5, 2005 (the "2005 AGREEMENT").

                                   WITNESSETH.

       WHEREAS, the Executive is a valuable, key employee of the Bank, serving
the Bank as its Chief Financial Officer; and

       WHEREAS, because of the Executive's experience, knowledge of the affairs
of the Bank, and reputation and contacts in the banking industry, the Bank deems
the Executive's continued employment with the Bank important for its future
growth; and

       WHEREAS, it is the desire of the Bank and in its best interest that the
Executive's services be retained; and

       WHEREAS, in order to induce the Executive to continue in the employ of
the Bank, the Bank has previously entered into the 2005 Agreement to provide the
Executive or her beneficiaries with certain benefits in accordance with the
terms and conditions hereinafter set forth; and

       WHEREAS, the parties have agreed to amend and restate in its entirety the
2005 Agreement;

       NOW, THEREFORE, in consideration of services performed in the past and to
be performed in the future as well as of the mutual promises and covenants
herein contained, it is agreed as follows:

PART 1.  DEFINITIONS

       1.1. ACTUARIAL EQUIVALENT shall mean a benefit of equivalent current
value to the benefit which could otherwise have been provided to the Executive,
calculated with the Agreed-Upon Methodologies.

       1.2. AGREED-UPON METHODOLOGIES (to be used in making actuarial
calculations under this Agreement) shall be the discount rates, mortality tables
and other assumptions expressed in Section 417(e) of the Code, with the
following adjustments: (i) the 1994 Group Annuity Reserving Table shall be used
in place of the 50/50 male/female mortality table, and (ii) the applicable
discount rate shall be the discount rate to be utilized under such Section
417(e), as published for January of the year in which the calculation is being
made (or of the previous year











if as of the time of such calculation no January data has been published for the
year in which the calculation is being made).

       1.3. ANNUAL ANNUITY EQUIVALENT for a 401(k) plan or other defined
contribution plan shall be equal to the annual benefit that would be payable
pursuant to a single life annuity with equal annual payments, commencing on the
Normal Retirement Age and continuing for the Executive's life, that could be
purchased with the amount assumed to be available for such purchase pursuant to
this Section 1.3. The annual benefit payable under such annuity shall be
determined as of the Payment Date, using the Agreed-Upon Methodologies. For
purposes of this Section 1.3, the amount available for the purchase of said
annuity shall be assumed to be the total of: (i) all amounts actually
contributed by the employer as matching contributions or other contributions to
the defined contribution plan on the Executive's behalf (which contributions
shall not include the so-called "individual contributions" on the Executive's
behalf (it being understood that such "individual" contributions are made by the
employer pursuant to a salary reduction agreement with the Executive)), plus
(ii) earnings on those contributions. For purposes of calculating any amount of
earnings that are to be deemed to have been earned during any future period,
such earnings shall be deemed to be equal to the amount which would have been
earned if the balance in the account as of such date of calculation had been
invested at a 6% rate of interest, compounded annually, until the Normal
Retirement Age. Nothing in this Section 1.3 shall require the Executive to
actually purchase an annuity or to actually surrender any life insurance
contract at retirement.

       1.4. BENEFICIARY shall mean the person or persons designated by the
Executive in accordance with Section 3.1 hereof to receive benefits under this
Agreement after the death of the Executive.

       1.5. CALENDAR YEAR shall mean a calendar year from January 1 to December
31.

       1.6. CHANGE IN CONTROL shall have the meaning defined in the Employment
Agreement.

       1.7. CODE shall mean the Internal Revenue Code of 1986, as amended.

       1.8. COMPENSATION shall mean all compensation reported on the Executive's
Form W-2 (Wages, tips, other compensation box) for a Calendar Year, including,
but not limited to, any bonuses actually paid by the Bank to the Executive
during the Calendar Year, but adding thereto any amount which is contributed by
the Bank on the Executive's behalf pursuant to a salary reduction agreement and
which is not includable in the Executive's gross income under Section 125,
132(f), 402(e)(3), or 402(h) of the Code, as well as the amount of any pay
reduction contributions to a nonqualified deferred compensation plan, and
excluding therefrom any taxable employee benefits of any kind (e.g.,
reimbursements of moving and relocation expenses, insurance premiums,
automobile, health, medical, and dental expenses, the cost of group-term life
insurance, compensation arising from the exercise of a nonqualified stock
option, the disqualifying disposition of stock issued pursuant to an incentive
stock option, or from a stock grant, and any fringe benefit which is not
excluded from gross income under Section 132 of the Code).

       1.9. DISABLED and DISABILITY shall have the meaning defined in Section
2.4(b).









                                      -2-


       1.10. EFFECTIVE DATE. The Effective Date of this Agreement shall be April
4, 2005.

       1.11. EMPLOYER shall mean each of the Bank and the Holding Company,
individually and collectively.

       1.12. EMPLOYMENT AGREEMENT shall mean that certain Employment Agreement
between the Executive and the Holding Company dated as of April 4, 2005 (as the
same may be amended, modified or restated from time to time).

       1.13. FINAL AVERAGE COMPENSATION shall mean the average of the
Compensation of the Executive for the three Calendar Years during her final ten
Calendar Years of employment with the Bank during which her Compensation was the
highest.

       1.14. GOOD REASON shall have the meaning defined in the Employment
Agreement and shall also include:

              (a) A material breach by the Bank of any of the provisions of this
Agreement which failure or breach shall have continued for thirty (30) days
after written notice from the Executive to the Bank specifying the nature of
such failure or breach; or

              (b) Any termination of the Executive's employment with the Bank or
the Holding Company that does not constitute a "VOLUNTARY TERMINATION" under the
Employment Agreement; or

              (c) The failure of the Bank to obtain a satisfactory agreement
from any successor thereof to assume and agree to perform this Agreement.

In addition, "GOOD REASON" shall include the following event but only if it
shall occur within three years following a Change in Control:

              (d) A reasonable determination by the Executive that, as a result
of a Change in Control, she is unable to exercise the responsibilities,
authorities, powers, functions or duties exercised by the Executive immediately
prior to such Change in Control.

       1.15. INSURANCE POLICY shall mean such insurance policy or policies (if
any) as the Bank, in its sole and absolute discretion, may choose to purchase to
fund some or all of the benefits payable hereunder.

       1.16. NORMAL RETIREMENT AGE shall mean the date on which the Executive
attains age sixty-five (65).

       1.17. PAYMENT DATE shall mean the earlier to occur of (x) Separation from
Service or (y) Normal Retirement Age.

       1.18. RETIREMENT BENEFIT shall mean a lump sum payment calculated in the
manner described in this Section 1.18. The lump sum Retirement Benefit payment
shall be the Actuarial Equivalent of a stream of payments, each year consisting
of twelve equal payments each in an amount equal to one twelfth of the "YEARLY
BENEFIT AMOUNT," commencing at Normal








                                      -3-



Retirement Age and continuing for twenty (20) years. The actuarial equivalent of
such stream of payments shall be determined as of the Payment Date, using the
Agreed-Upon Methodologies. The parties have agreed that it shall be assumed that
payment of the Yearly Benefit Amount would commence at Normal Retirement Age
(regardless of when the Retirement Benefit is actually paid) for purposes of
calculating the amount of such lump sum Retirement Benefit, in order to
appropriately adjust such Retirement Benefit for the time value of money in the
event that the Retirement Benefit is paid prior to Normal Retirement Age;
provided, however, that in the event of Termination without Specially-Defined
Cause or for Good Reason (as described in Section 2.5) within three years after
a Change in Control, payment of the Yearly Benefit Amount shall be deemed to
commence as of the date of Separation from Service for purposes of calculating
such lump sum benefit. The "YEARLY BENEFIT AMOUNT" shall be calculated as of the
Payment Date by:

              (a) multiplying 65% times the Executive's Final Average
Compensation (as of such Payment Date); and by

              (b) subtracting from such result the following:

                     (i) one-half of the annual amount payable (before earnings
          reductions) to the Executive as a primary Social Security retirement
          benefit at age 65 (assuming that the Executive had continued to earn
          at the same annual rate she was earning during the twelve month period
          immediately preceding the date on which the calculation of this amount
          is being made),

                     (ii) the Annual Annuity Equivalent (calculated pursuant to
          Section 1.3 and based only upon amounts actually contributed by the
          employer as matching contributions or other contributions, and not
          including so-called "individual" contributions) that would be payable
          to the Executive as of the Payment Date under any tax qualified
          defined contribution plans maintained by the Bank during the
          Executive's employment, including the Bank's 401(k) plan and Employee
          Stock Ownership Plan, and

                     (iii) the Annual Annuity Equivalent that would be payable
          to the Executive as of the Payment Date under the Bank's Benefit
          Restoration Plan; and then

              (c) multiplying such result by the Vested Portion as of the
Payment Date.

       1.19. SBERA shall mean the Savings Banks Employees Retirement Association
or any successor thereto.

       1.20. SEPARATION FROM SERVICE shall have the meaning determined pursuant
to regulations or other guidance issued with regard to Section 409A of the Code.
Until further guidance is issued, Separation from Service shall mean Termination
of Employment as defined in Section 1.22.

       1.21. SPECIALLY-DEFINED CAUSE shall have the meaning defined in the
Employment Agreement.








                                      -4-


       1.22. TERMINATION OF EMPLOYMENT shall mean termination of full-time
employment with the Bank and any affiliate of the Bank.

       1.23. TRUSTEE. Trustee shall mean the trustee to be appointed under that
certain Trust Agreement ("Trust") under the Benjamin Franklin Bank Supplemental
Executive Retirement Plan to be entered into by the Bank.

       1.24. VESTED PORTION. Except as provided in the following sentence, the
Vested Portion shall be determined in the manner provided in Exhibit 1.24
(Vested Portion). The Vested Portion will be 100% from and after the earliest to
occur of any of the following (i) the date on which the Executive becomes
Disabled, (ii) the date on which the Bank terminates the Executive's employment
without Specially-Defined Cause (as such term is defined in Section 2.7), (iii)
the date on which the Executive resigns for Good Reason, (iv) the date of the
Executive's death, and (v) the date on which a Change in Control first occurs.
The Vested Portion shall never exceed 100%.

PART 2.  BENEFIT AND RELATED MATTERS

       2.1. TIMING AND CALCULATION OF PAYMENT OF BENEFIT. The Executive shall be
entitled to receive a Retirement Benefit under this Agreement as of the Payment
Date. Such Retirement Benefit shall be calculated pursuant to Section 1.18, and
shall be paid not later than 30 days after the Payment Date. The method of
calculating and/or the time of payment of the Retirement Benefit may be adjusted
as provided in, as applicable, Section 2.4, Section 2.5, or Section 2.6. To the
extent of any inconsistency between this Section 2.1 and any of Section 2.4,
Section 2.5, or Section 2.6, such Section 2.4, Section 2.5, or Section 2.6, as
applicable, shall be controlling.

       2.2. DELAY IN CERTAIN PAYMENTS AS REQUIRED BY SECTION 409A.
Notwithstanding any other provision of this Agreement, to the extent required by
applicable law, if the Retirement Benefit is being paid upon Separation from
Service (other than upon Disability or death), payment of such benefit shall be
made six (6) months after the date of Separation from Service in order to comply
with Section 409A of the Code, and interest shall be added to such payment
pursuant to Section 2.9.

       2.3. RABBI TRUST. In the event that: a Change in Control occurs before
the Payment Date, payment of the Retirement Benefit is required to be delayed
for a period of time after Separation from Service in order to comply with
Section 409A of the Code, or the Payment Date is extended for an additional
period of at least five years pursuant to Section 2.8 in order to comply with
Section 409A of the Code, the Bank shall, as soon as possible, but in no event
later than 30 days following the Change in Control (in the event of (a) above),
or the date on which it is first determined that the Payment Date must be
extended or delayed (in the event of (b) or (c) above), make an irrevocable
contribution to the Trust. In the event of a Change in Control, the contribution
shall be in an amount that is sufficient, as determined by an actuary appointed
by the Trustee, to pay the Executive or her beneficiary the full benefits to
which she would be entitled pursuant to the terms of this Agreement as of the
date on which the Change in Control occurred assuming that the Payment Date was
the date of the Change in Control. In the event that payment is delayed or the
Payment Date is extended in order to comply with Section 409A, the contribution
shall be in an amount equal to the Retirement Benefit, calculated pursuant to







                                      -5-


Section 1.18, plus the interest to be added to such amount pursuant to Section
2.9. Within the same 30 day period, the Bank shall make a further irrevocable
contribution to the Trust in an amount sufficient to pay for the Trustee's fees
and for actuarial, accounting, legal and other professional or administrative
services necessary to implement the terms of this Agreement until actual payment
of the Retirement Benefit. Such amount shall be determined by the Trustee's
estimate of its fees (as provided in the Trust Agreement) and by estimates
obtained by the Trustee from the independent actuaries, accountants, lawyers and
other appropriate professional and administrative personnel who provide such
services to the Trust or the Bank (and in the event of a Change in Control it
shall be those personnel who provided such services immediately before the
Change in Control).

       2.4. DISABILITY.

              (a) In the event that the Executive shall become "DISABLED" (as
defined in Section 2.4(b)) while in the employ of the Bank and prior to her
Normal Retirement Age, the Vested Portion shall be 100% and her Retirement
Benefit shall be calculated pursuant to Section 1.18 as if the Executive's
Compensation had increased by five percent (5%) per year for each year from the
date of Termination of Employment due to Disability to Normal Retirement Age.
The Executive shall receive such benefit at Normal Retirement Age. Payments
under this Section 2.4 shall be in full satisfaction of any obligations of the
Bank to the Executive under this Agreement but shall be in addition to any
payments otherwise payable to the Executive as a result of disability under any
other plans or agreements in effect from time to time.

              (b) The Executive shall be considered to be "DISABLED" (and to
have a "DISABILITY") if (i) the Bank's long term disability insurance policy
carrier has determined that the Executive is unable to engage in any substantial
gainful activity by reason of any medically determinable physical or mental
impairment which can be expected to result in death or can be expected to last
for a continuous period of not less than 12 months, or (ii) the Executive is, by
reason of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period
of not less than 12 months, receiving income replacement benefits for a period
of not less than 3 months under an accident and health plan covering employees
of the Bank.

       2.5. TERMINATION WITHOUT SPECIALLY-DEFINED CAUSE OR FOR GOOD REASON. If
the Employer shall terminate Executive's employment prior to the Normal
Retirement Age without "SPECIALLY-DEFINED CAUSE," as defined at Section 1.21,
other than by reason of death or Disability (as defined at Section 2.4(b)), or
if the Executive terminates employment for "GOOD REASON," as defined at Section
1.14, the Vested Portion shall be 100% and the Executive's Retirement Benefit
shall be calculated pursuant to Section 1.18 as if the Executive's Compensation
had increased by five percent (5%) per year for each year from the date of such
Termination of Employment until the Normal Retirement Age. To the extent
required by applicable law, such Retirement Benefit shall be made six (6) months
after the date of Separation from Service in order to comply with Section 409A
of the Code, and interest shall be added to such payment pursuant to Section
2.9.

       2.6. DEATH.







                                      -6-


              (a) In the event that the Executive should die while in the employ
of the Bank and prior to her Normal Retirement Age, the Vested Portion shall be
100% and the Executive's Beneficiary shall receive a Retirement Benefit,
calculated pursuant to Section 1.18. If the Bank shall have obtained a
Qualifying Insurance Policy (as such term is defined in Section 2.6(b) on a date
("POLICY DEADLINE DATE") that is both (i) before May 31, 2006 and (ii) before
the date of the Executive's death, then, for purposes of determining the amount
of the Retirement Benefit to be paid to the Executive's beneficiary, the
Executive's Compensation shall be deemed to have increased by five percent (5%)
per year for each year from the Executive's death until Normal Retirement Age.
The Executive's Beneficiary shall receive such benefit within 30 days of the
Executive's death.

              (b) A "QUALIFYING INSURANCE POLICY" shall mean such Insurance
Policy (if any) as the Bank purchases on the life of the Executive before the
Policy Deadline Date to fund some or all of the benefits payable hereunder. Such
Insurance Policy shall not be a Qualifying Insurance Policy unless (i) it is in
an amount deemed sufficient by the Bank's professional advisors to fund the
enhanced Retirement Benefit described in Section 2.6(a), (ii) such Insurance
Policy is in full force and effect before the Policy Purchase Deadline, (iii)
such Insurance Policy has been issued by an insurance carrier having a financial
condition deemed to be appropriate by the Bank, in its reasonable discretion,
and (iv) such Insurance Policy has been issued at rates that are deemed by the
Bank, in it is reasonable discretion, to be reasonable and customary and
comparable to rates otherwise obtainable for life insurance (of a type that
would normally be used by the Bank to fund benefits under a deferred
compensation plan) on persons of the Executive's age who are insurable and
otherwise in good health. The Bank shall use reasonable efforts to secure a
Qualifying Insurance Policy until the Policy Deadline Date, but shall be under
no obligation to (i) obtain such a Qualifying Insurance Policy or (ii) make any
efforts to obtain a Qualifying Insurance Policy after the Policy Deadline Date.

       2.7. NO BENEFITS UPON DISCHARGE FOR SPECIALLY-DEFINED CAUSE. Should the
Executive be discharged for Specially-Defined Cause at any time, all benefits
under Part 2 of this Agreement shall be forfeited. The Executive shall not be
considered to have been terminated for Specially-Defined Cause unless she shall
have been terminated for Specially-Defined Cause in accordance with the
procedures set forth in the Employment Agreement. If a dispute arises as to
whether a discharge is for "SPECIALLY-DEFINED CAUSE," such dispute shall be
resolved by arbitration as set forth in Section 3.11 of this Agreement.

       2.8. OPTIONAL FORM OF BENEFIT. In lieu of the lump sum Retirement Benefit
provided in Section 1.18, upon request the Executive may obtain an optional form
of payment that is the Actuarial Equivalent of such lump sum payment; provided
that such form is a permitted form of benefit under the SBERA Pension Plan, and
provided that such request complies with the provisions of Section 409A of the
Code and any regulations or other Internal Revenue Service guidance promulgated
thereunder. Acceptable forms of payment presently include:

              -      Life Annuity

              -      Joint and 50% Survivor Annuity or Joint and 100% Survivor
                     Annuity.

The Executive shall have the right within thirty (30) days upon becoming subject
to the Plan to elect the form of payment in which her benefit is to be paid.
Prior to the Payment Date, the








                                      -7-



Executive may change the form of payment she has elected, provided, however,
that such change must conform with the provisions of this Agreement and with any
applicable requirements of Section 409A (and any other applicable tax law
regarding deferral of income or avoidance of constructive receipt). As of the
date of this Agreement, all such changes (other than those from one form of life
annuity to an actuarially-equivalent form of life annuity) must be made at least
one year before the Payment Date and must extend the Payment Date for an
additional period of at least five (5) years (which means that payment of the
benefit under this Agreement shall be made or commence on a date that is at
least five years after the Payment Date).

       2.9. INTEREST. In the event that payment of a Retirement Benefit under
this Agreement is required to be made six (6) months after the date of
Separation from Service in order to comply with Section 409A of the Code, or if
the Payment Date is extended for a period of at least five years pursuant to
Section 2.8, interest (calculated at the annual discount rate or rates from time
to time in effect under the Agreed-Upon Methodologies and compounded annually)
shall accrue from the otherwise-applicable, original Payment Date (as determined
pursuant to Section 1.17) until the date of actual payment of the benefit, and
shall be paid together with the Retirement Benefit.

PART 3.  ADDITIONAL PROVISIONS

       3.1. BENEFICIARY DESIGNATION PROCEDURE. The Executive may designate one
or more Beneficiaries to receive specified percentages of any death benefit
payments to be paid hereunder. The Executive shall designate any such
Beneficiaries in writing and shall submit such writing to the Treasurer of the
Bank. Only designated Beneficiaries alive at the Executive's death shall be
entitled to share in the benefit payments. Absent a contrary specification by
the Executive in writing submitted to the Treasurer of the Bank, each
Beneficiary alive at the Executive's death (or, in the case of the Beneficiary's
death after the Executive's death, the Beneficiary's estate) shall share equally
in death benefit payments. If no designated Beneficiary is alive at the
Executive's death, her surviving spouse shall be entitled to all death benefit
payments. If the Executive dies leaving neither a designated Beneficiary nor a
surviving spouse, her estate shall be entitled to any death benefit payments.
Except to the extent specifically provided in this Section 3.1, the Executive
may not, without the written consent of the Bank, assign to any individual,
trust or other organization, any right title or interest in the Insurance Policy
nor any rights, options, privileges or duties created under this Agreement.

       3.2. ASSISTANCE IN PURCHASE OF LIFE INSURANCE. If the Bank elects to
invest in an Insurance Policy, the Executive shall assist the Bank by freely
submitting to a physical exam and supplying such additional information
necessary to obtain such insurance or annuities. It is agreed and understood,
however, that the Bank is under no obligation to fund the benefits payable under
this Agreement with any form of insurance.

       3.3. ALIENABILITY AND ASSIGNMENT PROHIBITION. Neither the Executive, her
surviving spouse nor any other Beneficiary under this Agreement shall have any
power or right to transfer, assign, anticipate, hypothecate, mortgage, commute,
modify or otherwise encumber in advance any of the benefits payable hereunder
nor shall any of said benefits be subject to seizure for the payment of any
debts, judgments, alimony or separate maintenance owed by the Executive or her
Beneficiary, nor be transferable by operation of law in the event of bankruptcy,
insolvency or









                                      -8-


otherwise. In the event the Executive or any Beneficiary attempts assignment,
commutation, hypothecation, transfer or disposal of the benefits hereunder, the
Bank's liabilities shall forthwith cease and terminate.

       3.4. BINDING OBLIGATION OF BANK AND ANY SUCCESSOR IN INTEREST. This
Agreement shall bind the Executive and the Bank, their heirs, successors,
personal representatives and assigns. The Bank expressly agrees that it shall
not merge or consolidate into or with another bank or sell substantially all of
its assets to another bank, firm or person until such bank, firm or person
expressly agrees, in writing, to assume and discharge the duties and obligations
of the Bank under this Agreement.

       3.5. AMENDMENT. During the lifetime of the Executive, this Agreement may
be amended only with the mutual written assent of the Executive and the Bank.

       3.6. GENERAL. The benefits provided by the Bank to the Executive pursuant
to this Agreement are in the nature of a fringe benefit and shall in no event be
construed to affect or limit the Executive's current or prospective salary
increases, cash bonuses or profit-sharing distributions or credits or her right
to participate in or be covered by any qualified or non-qualified pension,
profit-sharing, group, bonus or other supplemental compensation or fringe
benefit plan.

       3.7. HEADINGS. Headings and subheadings in this Agreement are inserted
for reference and convenience only and shall not be deemed a part of this
Agreement.

       3.8. APPLICABLE LAW. This Agreement shall be governed by, and construed
and enforced in accordance with, the substantive laws of The Commonwealth of
Massachusetts without regard to its principles of conflicts of laws.

       3.9. NAMED FIDUCIARY AND PLAN ADMINISTRATOR. The "NAMED FIDUCIARY AND
PLAN ADMINISTRATOR" of this plan shall be Benjamin Franklin Bank until its
removal by the Board. As Named Fiduciary and Plan Administrator, the Bank shall
be responsible for the management, control and administration of the benefits to
be provided under this Agreement. The Named Fiduciary may delegate to others
certain aspects of the management and operational responsibilities of the plan
including the employment of advisors and the delegation of ministerial duties to
qualified individuals.

       3.10. CLAIMS PROCEDURE. In the event a dispute arises over benefits under
this Agreement and benefits are not paid to the Executive (or to her beneficiary
in the case of the Executive's death) and such claimants feel they are entitled
to receive such benefits, then a written claim must be made to the Plan
Administrator named above within sixty (60) days from the date payments are
refused. The Plan Administrator shall review the written claim and if the claim
is denied, in whole or in part, they shall provide in writing within sixty (60)
days of receipt of such claim their specific reasons for such denial, reference
to the provisions of this Agreement upon which the denial is based and any
additional material or information necessary to perfect the claim. Such written
notice shall further indicate the additional steps to be taken by claimants if a
further review of the claim denial is desired. A claim shall be deemed to have
been denied if the Plan Administrator fails to take any action within the
aforesaid ninety-day period.








                                      -9-


       If claimants desire a second review they shall notify the Plan
Administrator in writing within ninety (90) days of the first claim denial.
Claimants may review this Agreement or any documents relating thereto and submit
any written issues and comments they may feel appropriate. In its sole
discretion, the Plan Administrator shall then review the second claim and
provide a written decision within sixty (60) days of receipt of such claim. This
decision shall likewise state the specific reasons for the decision and shall
include reference to specific provisions of this Agreement upon which the
decision is based.

       3.11. ARBITRATION. Any controversy or claim arising out of or relating to
the Agreement, or the breach thereof, or any failure to agree where agreement of
the parties is necessary pursuant hereto, including the determination of the
scope of this agreement to arbitrate, shall be resolved by the following
procedures:

              (a) The parties agree to submit any dispute to final and binding
arbitration administered by the American Arbitration Association (the "AAA"),
pursuant to the Commercial Arbitration Rules of the AAA as in effect at the time
of submission. The arbitration shall be held in Boston, Massachusetts before a
single neutral, independent, and impartial arbitrator (the "ARBITRATOR").

              (b) Unless the parties have agreed upon the selection of the
Arbitrator before then, the AAA shall appoint the Arbitrator within thirty (30)
days after the submission to AAA for binding arbitration. The arbitration
hearings shall commence within fifteen (15) days after the selection of the
Arbitrator. Each party shall be limited to two pre-hearing depositions each
lasting no longer than two (2) hours. The parties shall exchange documents to be
used at the hearing no later than ten (10) days prior to the hearing date. Each
party shall have no longer than three (3) hours to present its position, and the
entire proceedings before the Arbitrator shall be on no more than two (2)
hearing days within a two week period. The award shall be made no more than ten
(10) days following the close of the proceeding. The Arbitrator's award shall
not include consequential, exemplary, or punitive damages. The Arbitrator's
award shall be a final and binding determination of the dispute and shall be
fully enforceable in any court of competent jurisdiction. Except in a proceeding
to enforce the results of the arbitration, neither party nor the Arbitrator may
disclose the existence, content, or results of any arbitration hereunder without
the prior written consent of both parties.

              (c) In the event that it shall be necessary or desirable for the
Executive to retain legal counsel or incur other costs and expenses in
connection with the enforcement or protection of any or all of the Executive's
rights under this Agreement, the Bank shall pay (or the Executive shall be
entitled to recover from the Bank, as the case may be) the Executive's
reasonable attorneys' fees and other reasonable costs and expenses in connection
with the enforcement or protection of said rights (including the enforcement of
any arbitration award in court) regardless of the final outcome, unless and to
the extent the arbitrators shall determine that under the circumstances recovery
by the Executive of all or a part of any such fees and costs and expenses would
be unjust.

       3.12. NON-COMPETITION; NON-SOLICITATION. For purposes of this Section
3.12, the term "EMPLOYER" shall include not only each of the Holding Company and
the Bank, but also every other affiliate of the Holding Company (each, an
"EMPLOYER").







                                      -10-



              (a) WHILE EMPLOYED. During such time as the Executive is employed
by the Bank or the Holding Company, the Executive will not compete with the
banking or any other business conducted by any Employer during the period of the
Executive's employment, nor will the Executive attempt to hire any employee of
any Employer, assist in such hiring by any other person, encourage any such
employee to terminate his or her relationship with any Employer, or interfere
with or damage (or attempt to interfere with or damage) any relationship between
any Employer and any customers of any Employer or solicit or encourage any
customer of any Employer to terminate its relationship with any Employer or to
conduct with any other person any business or activity which such customer
conducts or could conduct with any Employer.

              (b) POST-EMPLOYMENT. The provisions of this Section 3.12(b) shall
not be binding on the Executive (and shall become of no further force or effect)
after a Change in Control shall have occurred, or in the event that the Employer
has terminated the Executive's employment without Specially-Defined Cause. The
Executive agrees that during the one-year period following termination of the
Executive's employment for any reason (the "NONCOMPETITION PERIOD"), the
Executive will not, directly or indirectly, (i) become a director, officer,
employee, principal, agent, consultant or independent contractor of any insured
depository institution, trust company or parent holding company of any such
institution or company which has an office in any city or town in which the Bank
maintains an office (a "COMPETING BUSINESS"), provided, however, that this
provision shall not prohibit the Executive from (x) owning bonds, non-voting
preferred stock or up to five percent (5%) of the outstanding common stock of
any such entity if such common stock is publicly traded and (y) being employed
by a Competing Business outside of such cities and towns so long as the
Executive is in compliance with the provisions of the remainder of this Section
3.12(b). During the Noncompetition Period, the Executive will not, directly or
indirectly, (i) solicit or encourage any person who was employed by any Employer
on the date of termination of the Executive's employment to leave his or her
employment at any Employer, or (ii) encourage or assist any person with whom the
Executive has an employment or consulting or other similar relationship in
identifying, recruiting or soliciting any commercial loan officer or
relationship manager who was employed by any Employer on the date of termination
of the Executive's employment ("TERMINATION DATE"), or (iii) assist such person
in formulating an employment package for such officer or manager to the extent
such assistance involves the use of confidential information (as that term is
defined in that certain Employment Agreement between the Executive and the
Holding Company). The provisions of this Section 3.12(b) shall not be construed
to prohibit any person who employs the Executive as an employee or consultant
from advertising generally for employees in the markets served by any Employer
or from hiring any candidate, whether or not such person was employed by an
Employer, so long as the Executive does not breach the covenants set forth in
this Section 3.12(b). During the Noncompetition Period, the Executive will not,
directly or indirectly, solicit or encourage or assist others to solicit any
business from any person or entity which, together with its affiliates, had
commercial loans outstanding from the Bank which in the aggregate amounted to
$1,000,000 or more at any time within the six-month period prior to the
Termination Date ("COMMERCIAL LOAN CUSTOMERS"). This Section 3.12(b) shall not
be construed to prohibit any of the Executive's future employers from making
general public announcements to the effect that the Executive has become
affiliated with such new employer or holding receptions to introduce the
Executive to persons other than Commercial Loan Customers. The Executive agrees
to inform any potential new employer of the covenant set forth in this Section
3.12(b) prior to accepting employment during the Noncompetition Period.






                                      -11-


       3.13. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties pertaining to its subject matter and supersedes all prior
and contemporaneous agreements, understandings, negotiations, prior draft
agreements, and discussions of the parties, whether oral or written. This
Agreement specifically supersedes and replaces the 2005 Agreement in its
entirety.

       3.14. REDUCTIONS. Notwithstanding anything to the contrary contained in
this Agreement, any and all payments and benefits to be provided to the
Executive hereunder are subject to reduction to the extent required by
applicable statutes, regulations, rules and directives of federal, state and
other governmental and regulatory bodies having jurisdiction over the Bank or
the Holding Company. The Executive confirms that the Executive is aware of the
fact that the Federal Deposit Insurance Corporation has the power to preclude
the Bank from making payments to the Executive under this Agreement under
certain circumstances. The Executive agrees that the Bank shall not be deemed to
be in breach of this Agreement if it is precluded from making a payment
otherwise payable hereunder by reason of regulatory requirements binding on the
Bank.

       3.15. INTERPRETATION. When a reference is made in this Agreement to
Sections or Exhibits, such reference shall be to a Section of or Exhibit to this
Agreement unless otherwise indicated. References to Sections include
subsections, which are part of the related Section (e.g., a section numbered
"Section 5.5(a)" would be part of "Section 5.5" and references to "Section 5.5"
would also refer to material contained in the subsection described as "Section
5.5(a)"). The recitals hereto constitute an integral part of this Agreement. The
headings contained in this Agreement are for reference purposes only and shall
not affect in any way the meaning or interpretation of this Agreement. Whenever
the words "include", "includes" or "including" are used in this Agreement, they
shall be deemed to be followed by the words "without limitation". The phrases
"the date of this Agreement", "the date hereof" and terms of similar import,
unless the context otherwise requires, shall be deemed to refer to the date set
forth in the Preamble to this Agreement.

       3.16. EMPLOYMENT. No provision of this Agreement shall be deemed to
restrict or limit any existing employment agreement by and between the Bank and
the Executive, nor shall any conditions herein create specific employment rights
to the Executive nor limit the right of the Bank to discharge the Executive with
or without Specially-Defined Cause. In a similar fashion, no provision shall
limit the Executive's rights to voluntarily terminate her employment at any
time. The benefits provided by this Agreement are not part of any salary
reduction plan or any arrangement deferring a bonus or salary increase. The
Executive has no option to take any current payment or bonus in lieu of these
benefits.

       3.17. COMMUNICATIONS. All notices and other communications hereunder
shall be in writing and shall given by hand, sent by facsimile transmission with
confirmation of receipt requested, sent via a reputable overnight courier
service with confirmation of receipt requested, or mailed by registered or
certified mail (postage prepaid and return receipt requested) and shall be
addressed to the Executive at the Executive's last known address on the books of
the Bank or, in the case of the Bank, at its main office, attention of the Board
of Directors. All notices shall be deemed given on the date on which delivered
by hand or otherwise on the date of receipt as confirmed.












                                      -12-



       IN WITNESS WHEREOF, the parties have executed this Agreement as an
instrument under seal, as of the date first written above.




                                           BENJAMIN FRANKLIN BANK


/s/ Kathleen Sawyer                        By: /s/ William Bissonnette
- --------------------------------               ---------------------------------
Witness                                        Title: Chairman of Compensation
                                                      Committee


/s/ Kathleen Sawyer                            /s/ Claire S. Bean
- --------------------------------               ---------------------------------
Witness                                        Claire S. Bean















                                      -13-




                          BENEFICIARY DESIGNATION FORM

PRIMARY DESIGNATION:

         Name                             Relationship

- -------------------------------------     --------------------------------------

- -------------------------------------     --------------------------------------

- -------------------------------------     --------------------------------------


CONTINGENT DESIGNATION:

- -------------------------------------     --------------------------------------

- -------------------------------------     --------------------------------------

- -------------------------------------     --------------------------------------




- -------------------------------------     --------------------------------------
Claire S. Bean                            Date












                                      -14-



EXHIBIT 1.24  -- VESTED PORTION

       As of December 31st of each year, the Vested Portion shall be the
percentage listed for such date on the table set forth below ("TABLE"). Starting
on January 1 of each calendar year the Vested Portion shall be increased ratably
over the course of the year so that as of the next December 31st, the Vested
Portion shall have been increased to the percentage set forth on the Table for
such December 31st.

       By way of example, the Vested Portion shall be 25.0% on December 31,
2006. As of the date which is 180 days after such December 31, the Vested
Portion shall be determined by adding together (x) 25.0% (the Vested Portion as
of the previous December 31) and (y) the ratable increase in such Vested Portion
for 2007 (the "APPLICABLE INCREASE").

       The Applicable Increase shall be determined by multiplying 12.5% (the
amount by which the Vested Portion would increase during all of 2007) by the
fraction of the year that has then elapsed. Thus, 12.5% times 180/365 equals
6.16%. Calculations shall be rounded to two significant digits. Accordingly, the
Vested Portion for such date would be 25.0% plus 6.16%, or a total of 31.16%.
The Vested Portion shall never be greater than 100%.


        DECEMBER 31                          VESTED PORTION
        -----------                          --------------

        2005                                      10.0%
        2006                                      25.0%
        2007                                      37.5%
        2008                                      50.0%
        2009                                      60.0%
        2010                                      70.0%
        2011                                      80.0%
        2012                                      87.5%
        2013                                      92.5%
        2014 and thereafter                      100.0%










                                      -15-

EX-21

exv21

EX-23.1

Exhibit 23.1

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT

We consent to the inclusion in this Form 10-K, and to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-123882) of Benjamin Franklin Bancorp, Inc. (the “Company”), of our report dated March 8, 2006 with respect to the consolidated financial statements of the Company as of December 31, 2005 and 2004 and for each of the years in the three-year period ended December 31, 2005.

/s/   Wolf & Company, P.C.

Boston, Massachusetts

March 23, 2006

EX-31.1

Exhibit 31.1

CERTIFICATION
PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002

I, Thomas R. Venables, certify that:

1. I have reviewed this Annual Report on Form 10-K of Benjamin Franklin Bancorp, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
c)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 28, 2006

/s/ Thomas R. Venables

Thomas R. Venables
Chief Executive Officer

74

EX-31.2

Exhibit 31.2

CERTIFICATION
PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002

I, Claire S. Bean, certify that:

1. I have reviewed this Annual Report on Form 10-K of Benjamin Franklin Bancorp, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
c)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 28, 2006

/s/ Claire S. Bean

Claire S. Bean
Chief Financial Officer

75

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Annual Report on Form 10-K of Benjamin Franklin Bancorp, Inc. (the “Company”) for the Year Ended December 31, 2005, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned Chief Executive Officer of the Company, certifies, to the best knowledge and belief of the signatory, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

     (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

     (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Thomas R. Venables

Thomas R. Venables
Chief Executive Officer

Date: March 28, 2006

76

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Annual Report on Form 10-K of Benjamin Franklin Bancorp, Inc. (the “Company”) for the Year Ended December 31, 2005, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned Chief Financial Officer of the Company, certifies, to the best knowledge and belief of the signatory, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

     (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

     (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Claire S. Bean

Claire S. Bean
Chief Financial Officer

Date: March 28, 2006

77