10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTER ENDED June 30, 2006

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 000-51194

Benjamin Franklin Bancorp, Inc.

(Exact Name of Registrant as Specified in its Charter)

Massachusetts	04-3336598
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification No.)
58 Main Street, Franklin, MA	02038
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (508) 528-7000

     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 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. (Check one):

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

     Shares outstanding of the registrant’s common stock (no par value) at August 14, 2006: 8,488,898

	Page
PART I – FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Consolidated Balance Sheets at June 30, 2006 and December 31, 2005		3
Consolidated Statements of Income for the three and six months ended June 30, 2006 and 2005		4
Consolidated Statements of Changes in Stockholders’ Equity for the six months ended June 30, 2006 and 2005		5
Consolidated Statements of Cash Flows for the six months ended June 30, 2006 and 2005		6
Notes to Condensed Consolidated Financial Statements		8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		9
Item 3. Quantitative and Qualitative Disclosures about Market Risk		28
Item 4. Controls and Procedures		30
PART II – OTHER INFORMATION
Item 1. Legal Proceedings		31
Item 1A Risk Factors That May Affect Future Results		31
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		31
Item 3. Defaults on Senior Securities		31
Item 4. Submission of Matters to a Vote of Security Holders		31
Item 5. Other Information		31
Item 6. Exhibits		31
SIGNATURES		33
EX-31.1 Section 302 Certification of C.E.O.
EX-31.2 Section 302 Certification of C.F.O.
EX-32.1 Section 906 Certification of C.E.O
EX-32.2 Section 906 Certification of C.F.O.

2

     PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

BENJAMIN FRANKLIN BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

	June 30,			December 31,
	2006			2005
	(Unaudited)			(Audited)
ASSETS
Cash and due from banks	$	15,571		$	16,499
Cash supplied to ATM customers		40,121			37,200
Short-term investments		16,278			12,051
Total cash and cash equivalents		71,970			65,750
Securities available for sale, at fair value		124,331			122,379
Securities held to maturity, at amortized cost		60			109
Restricted equity securities, at cost		10,480			10,012
Total securities		134,871			132,500
Loans
Residential real estate		290,452			286,204
Commercial real estate		223,944			209,009
Construction		55,263			60,399
Commercial business		20,426			19,162
Consumer		38,514			34,814
Net deferred loan costs		1,157			1,214
Total loans, gross		629,756			610,802
Allowance for loan losses		(5,797	)		(5,670	)
Loans, net		623,959			605,132
Premises and equipment, net		11,147			11,167
Accrued interest receivable		3,178			3,045
Bank-owned life insurance		10,101			7,451
Goodwill		33,763			33,763
Identifiable intangible asset		3,555			4,133
Other assets		4,291			4,116
	$	896,835		$	867,057
LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits:
Regular savings	$	93,547		$	97,960
Money market accounts		96,523			94,347
NOW accounts		34,830			32,147
Demand deposit accounts		125,887			124,396
Time deposit accounts		278,711			262,823
Total deposits		629,498			611,673
Short-term borrowings		15,000			—
Long-term debt		134,954			140,339
Other liabilities		8,118			6,933
Total liabilities		787,570			758,945
Common stock, no par value; 75,000,000 shares authorized; 8,488,898 shares issued and outstanding		—			—
Additional paid-in capital		82,866			82,849
Retained earnings		34,962			32,942
Unearned compensation		(5,261	)		(5,353	)
Accumulated other comprehensive loss		(3,302	)		(2,326	)
Total stockholders’ equity		109,265			108,112
	$	896,835		$	867,057

See accompanying notes to condensed consolidated financial statements

3

BENJAMIN FRANKLIN BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

(Dollars in thousands, except share and per share data)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2006			2005			2006			2005
	(Unaudited)						(Unaudited)
Interest and dividend income:
Loans, including fees	$	9,236		$	8,048		$	18,078		$	12,940
Debt securities		1,377			893			2,639			1,554
Dividends		23			94			143			162
Short-term investments		186			151			402			244
Total interest and dividend income		10,822			9,186			21,262			14,900
Interest expense:
Interest on deposits		3,535			2,193			6,637			3,424
Interest on borrowings		1,373			935			2,799			1,789
Total interest expense		4,908			3,128			9,436			5,213
Net interest income		5,914			6,058			11,826			9,687
Provision for loan losses		122			328			128			496
Net interest income, after provision for loan losses		5,792			5,730			11,698			9,191
Other income:
ATM servicing fees		722			509			1,334			509
Deposit service fees		341			298			670			504
Loan servicing fees		155			132			276			204
Investment sales commissions		30			89			97			146
Gain on sale of loans, net		73			4			138			20
Security impairment writedown		(35	)		—			(35	)		—
Loss on sale/write-down of bank-owned land, net		—			(1,020	)		—			(1,020	)
Income from bank-owned life insurance		85			59			150			118
Miscellaneous		176			174			315			256
Total other income		1,547			245			2,945			737
Operating expenses:
Salaries and employee benefits		2,725			2,466			5,446			4,480
Occupancy and equipment		642			658			1,308			1,099
Data processing		452			535			900			872
Professional fees		355			238			733			367
Marketing and advertising		148			117			311			273
Contribution to Benjamin Franklin Bank Charitable Foundation		—			4,000			—			4,000
Amortization of core deposit intangible		277			554			578			599
Other general and administrative		756			574			1,398			916
Total operating expenses		5,355			9,142			10,674			12,606
Income (loss) before income taxes		1,984			(3,167	)		3,969			(2,678	)
Provision (benefit) for income taxes		724			(625	)		1,441			(466	)
Net income (loss)	$	1,260		$	(2,542	)	$	2,528		$	(2,212	)
Weighted-average shares outstanding:
Basic		8,030,629			N/A			8,028,636			N/A
Diluted		8,030,629			N/A			8,028,636			N/A
Earnings per share:
Basic	$	0.16			N/A		$	0.32			N/A
Diluted	$	0.16			N/A		$	0.32			N/A

See accompanying notes to condensed consolidated financial statements

4

BENJAMIN FRANKLIN BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Dollars in thousands, except per share data)

(Unaudited)

													Accumulated
					Additional								Other			Total
	Common Stock				Paid-in		Retained			Unearned			Comprehensive			Stockholders’
	Shares		Amount		Capital		Earnings			Compensation			Loss			Equity
Balance at December 31, 2004		—	$	—	$	—	$	32,997		$	—		$	(1,669	)	$	31,328
Comprehensive income (loss):
Net loss		—		—		—		(2,212	)		—			—			(2,212	)
Net unrealized gain on securities available for sale, net of tax effects		—		—		—		—			—			266			266
Total comprehensive loss																	(1,946	)
Issuance of common stock for initial public offering, net of expenses of $2.1 million		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, A Cooperative Bank		2,511,479		—		25,115		—			—			—			25,115
Stock purchased for ESOP											(3,044	)					(3,044	)
Release of ESOP stock		—		—		1		—			54			—			55
Balance at June 30, 2005		8,488,898	$	—	$	82,837	$	30,785		$	(2,990	)	$	(1,403	)	$	109,229
Balance at December 31, 2005		8,488,898	$	—	$	82,849	$	32,942		$	(5,353	)	$	(2,326	)	$	108,112
Comprehensive income (loss):
Net income		—		—		—		2,528			—			—			2,528
Net unrealized loss on securities available for sale, net of tax effects		—		—		—		—			—			(976	)		(976	)
Total comprehensive income																	1,552
Dividends declared ($.06 per share)		—		—		—		(508	)		—			—			(508	)
Release of ESOP stock		—		—		17		—			92			—			109
Balance at June 30, 2006		8,488,898	$	—	$	82,866	$	34,962		$	(5,261	)	$	(3,302	)	$	109,265

See accompanying notes to condensed consolidated financial statements

5

BENJAMIN FRANKLIN BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)

	Six Months Ended June 30,
	2006			2005
Cash flows from operating activities:
Net income (loss)	$	2,528		$	(2,212	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Amortization (accretion) of securities, net		(398	)		69
Accretion of loans, net		(45	)		(44	)
Provision for loan losses		128			496
Accretion of deposits and borrowings, net		(26	)		(129	)
Amortization of mortgage servicing rights		124			140
Depreciation and amortization		499			441
Amortization of core deposit intangible		578			599
Amortization of unearned compensation		109			55
Income from bank-owned life insurance		(150	)		(118	)
Gains on sales of loans, net		(138	)		(20	)
Loans originated for sale		(12,849	)		(7,314	)
Proceeds from sales of loans		12,987			7,334
Increase in accrued interest receivable		(132	)		(653	)
Security impairment writedown		35			—
Loss on sale / writedown of bank-owned land, net		—			1,020
Contribution to Benjamin Franklin Bank Charitable Foundation		—			4,000
Other, net		977			(1,014	)
Net cash provided by operating activities		4,227			2,650
Cash flows from investing activities:
Activity in available-for-sale securities:
Maturities, calls, and principal repayments		41,780			15,461
Purchases		(44,403	)		(16,373	)
Principal repayments on held-to-maturity securities		49			56
Net change in restricted equity securities		(503	)		(102	)
Purchases of mortgage loans		(16,118	)		—
Loan originations, net		(2,791	)		(41,259	)
Proceeds from sales of bank-owned land		—			868
Purchases of bank-owned life insurance		(2,500	)		—
Additions to premises and equipment		(479	)		(101	)
Net cash used for investing activities		(24,965	)		(41,450	)

(Continued)

See accompanying notes to condensed consolidated financial statements

6

BENJAMIN FRANKLIN BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS (Concluded)

(Dollars in thousands)

(Unaudited)

	Six Months Ended June 30,
	2006			2005
Cash flows from financing activities:
Net increase in deposits		17,869			17,458
Net proceeds from (repayments of) short-term borrowings		15,000			(4,250	)
Net proceeds from (repayments of) long-term debt		(5,403	)		11,500
Net proceeds from common stock offering		—			53,721
Dividends paid on common stock		(508	)		—
Acquisition of common stock by ESOP		—			(3,044	)
Net cash provided by financing activities		26,958			75,385
Net change in cash and cash equivalents		6,220			36,585
Cash and cash equivalents acquired in the purchase of Chart Bank		—			9,879
Cash and cash equivalents at beginning of period		65,750			14,204
Cash and cash equivalents at end of period	$	71,970		$	60,668
Supplemental cash flow information:
Interest paid on deposits	$	6,676		$	3,333
Interest paid on short-term borrowings		39			22
Interest paid on long-term debt		2,773			1,565
Income taxes paid		1,920			601
Premises and equipment transferred to other assets		—			634

See accompanying notes to condensed consolidated financial statements

7

BENJAMIN FRANKLIN BANCORP, INC AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.	Basis of presentation and consolidation
	The accompanying unaudited consolidated interim financial statements include the accounts of Benjamin Franklin Bancorp, Inc. (the “Company’’) and its wholly-owned subsidiary, Benjamin Franklin Bank (the “Bank’’). These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements and the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of only normal recurring adjustments) necessary for a fair presentation have been included.
	These consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K as of and for the year ended December 31, 2005.
	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 became effective as of January 1, 2006 for the Company. 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 did not have an impact on the Company’s results of operations for the six months ended June 30, 2006. However, the Company’s stockholders approved the adoption of a stock-based incentive plan at the annual meeting on May 11, 2006. The Compensation Committee of the Board of Directors made awards of restricted stock and options under that plan on July 28, 2006. See Note 3 below. 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 September 15, 2006, or fiscal years beginning during the fiscal quarter in which the

8

final Statement is issued. This Statement is not expected to have a material impact on the Company’s consolidated financial statements.

2.	Commitments
	Outstanding loan commitments totaled $131.3 million at June 30, 2006, compared to $118.2 million as of December 31, 2005. Loan commitments consist of commitments to originate new loans as well as the outstanding undrawn portions of lines of credit.
	The Bank recently received approval from the Massachusetts Commissioner of Banks and the FDIC to open a new branch in Watertown, Massachusetts. It is anticipated that this branch will become operational in the second quarter of 2007. The annual direct costs of operating this branch are estimated at $700,000, including annual lease payments for the new branch facility of approximately $127,000 per annum.
	On May 2, 2006, the Company entered into a purchase and sales agreement to sell the property it owns at 500 West Central St., Franklin, MA. The sales price is $825,000 and the closing is expected within the next nine months. The Company’s carrying value for this property is $634,000.
3.	Earnings per share
	The basic earnings per share calculation excludes dilution and is computed by dividing income available to common shareholders by the weighted-average common shares outstanding during the period. The diluted earnings per share calculation takes into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock. There were no potentially dilutive common stock equivalents outstanding during the quarter ended June 30, 2006. However, the Compensation Committee of the Board of Directors made awards under the Company’s stock incentive plan on July 28, 2006. The grants of 218,340 shares of restricted stock and 448,750 stock options made under this plan will increase the Company’s compensation costs in the periods in which such awards and options vest. Such awards will be accounted for in the Company’s financial statements in accordance with SFAS No. 123R. 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. Earnings per share are not presented for the three or six months ended June 30, 2005, because the Company did not complete its public offering and had no shares outstanding until April 4, 2005.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following analysis discusses the changes in financial position and results of operations of the Company, and should be read in conjunction with the Company’s unaudited consolidated interim financial statements and the notes thereto, appearing in Part I, Item 1 of this document.

Forward-Looking Statements

Certain statements herein constitute “forward-looking statements” and actual results may differ from those contemplated by these statements. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words like “believe,” “expect,” “anticipate,” “estimate,” and “intend” or future or conditional verbs such as “will,” “would,” “should,” “could” or “may.” Certain factors that could cause actual results to differ materially from expected results include changes in the interest rate environment, changes in general economic conditions, legislative and regulatory changes that adversely affect the businesses in which the Company is engaged and changes in the securities market.

9

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. As discussed in the Company’s 2005 Annual Report on Form 10-K, the Company considers its critical accounting policies to be those associated with income taxes, intangible assets and the determination of the allowance for loan losses. The Company’s critical accounting policies have not changed since December 31, 2005.

Comparison of Financial Condition at June 30, 2006 and December 31, 2005

Overview

In the first six months of 2006, the Company’s balance sheet increased by $29.8 million, or 3.4%, to $896.8 million. Asset growth was focused primarily in loans, which increased by $19.0 million or 3.1% during the six month period. Smaller increases occurred in short-term investments, which rose by $4.2 million or 35.1%, and in securities, which rose by $2.4 million or 1.8%. Asset growth was funded by increases in deposit balances aggregating $17.8 million or 2.9%, and in borrowed funds, which increased by $9.6 million or 6.9%.

Investment Activities

Cash and cash equivalent balances increased by $6.2 million, or 9.5%, to $72.0 million at June 30, 2006 when compared to December 31, 2005. The largest portion of the increase was in short-term investments, which rose by $4.2 million, or 35.1%, when compared to year end 2005. This increase was the result of normal fluctuations in the Company’s overnight investments, which include overnight fed funds sold ($13.8 million) and money market funds ($2.5 million) at June 30, 2006. Cash supplied to customers of Creative Strategic Solutions, Inc. (“CSSI”), the Bank’s ATM servicing subsidiary, increased by $2.9 million or 7.9%, due primarily to growth in existing customer relationships.

At June 30, 2006, the Company’s investment portfolio amounted to $134.9 million, or 15.0% of total assets. When compared to year end 2005, securities increased by $2.4 million, or 1.8%, at June 30, 2006. The increase was generally consistent with overall growth in the balance sheet during the first half of 2006. The following table sets forth certain information regarding the amortized cost and market values of the Company’s securities at the dates indicated:

10

	June 30, 2006				December 31, 2005
	Amortized		Fair		Amortized		Fair
	Cost		Value		Cost		Value
	(In thousands)
Securities available for sale:
Government-sponsored enterprise obligations	$	93,979	$	93,113	$	86,141	$	85,494
State agency and municipal obligations		2,208		2,177		2,211		2,191
Corporate bonds and other obligations		—		—		2,508		2,500
Mortgage-backed securities		31,802		29,041		34,107		32,194
Total securities available for sale	$	127,989	$	124,331	$	124,967	$	122,379
Securities held to maturity:
Mortgage-backed securities	$	60	$	60	$	109	$	109
Restricted equity securities:
Federal Home Loan Bank of Boston stock	$	7,999	$	7,999	$	7,496	$	7,496
Access Capital Strategies Community Investment Fund		1,965		1,965		2,000		2,000
SBLI & DIF stock		516		516		516		516
Total restricted equity securities	$	10,480	$	10,480	$	10,012	$	10,012

Lending Activities

The Company’s net loan portfolio aggregated $624.0 million on June 30, 2006, or 69.6% of total assets on that date. As of December 31, 2005, the net loan portfolio totaled $605.1 million, or 69.8% of total assets. The following table sets forth the composition of the loan portfolio at the dates indicated:

11

	June 30, 2006						December 31, 2005
	Amount			Percent			Amount			Percent
	(Dollars in thousands)
Mortgage loans on real estate:
Residential	$	290,452			46.2	%	$	286,204			47.0	%
Commercial		223,944			35.6	%		209,009			34.3	%
Construction		55,263			8.8	%		60,399			9.9	%
Home equity		35,719			5.7	%		32,419			5.3	%
		605,378			96.3	%		588,031			96.5	%
Other loans:
Commercial business		20,426			3.2	%		19,162			3.1	%
Consumer		2,795			0.4	%		2,395			0.4	%
		23,221			3.7	%		21,557			3.5	%
Total loans		628,599			100.0	%		609,588			100.0	%
Other items:
Net deferred loan costs		1,157						1,214
Allowance for loan losses		(5,797	)					(5,670	)
Total loans, net	$	623,959					$	605,132

The net loan portfolio increased by $18.8 million, or 3.1%, during the first six months of 2006. The increase in loans during this period was principally the result of growth in the Bank’s commercial loan portfolio, as commercial real estate loans increased by $14.9 million or 7.1% and commercial business loans increased by $1.3 million or 6.6%, offset by a decline in construction loans outstanding of $5.1 million or 8.5%. While the Company continues to emphasize commercial lending generally, its construction lending for residential development projects has declined over the past six months, as demand has slackened due to an increase in inventory of unsold residential units in the Bank’s market area. Residential mortgage and consumer and home equity loans also increased during the period, rising by $4.2 million (1.5%) and $3.7 million (10.6%), respectively. The Company purchased $16.1 million of adjustable-rate residential mortgage pools during the six-month period from other institutions, in order to offset a drop-off in market demand for these types of loans. Fixed rate residential mortgages originated by the Company are sold into the secondary market, generating non-interest income. $12.8 million in fixed-rate loans were originated and sold in the first six months of 2006.

Non-performing Assets

The table below sets forth the amounts and categories of the Company’s 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):

12

	June 30, 2006			December 31, 2005
	(Dollars in thousands)
Non-accrual loans:
Residential mortgage	$	60		$	184
Commercial mortgage		—			—
Construction		—			—
Commercial business		40			256
Consumer		32			25
Total non-accrual loans	$	132		$	465
Loans greater than 90 days delinquent and still accruing:
Residential mortgage	$	—		$	—
Commercial mortgage		—			—
Construction		—			—
Commercial business		—			—
Consumer		2			2
Total loans 90 days and still accruing	$	2		$	2
Total non-performing loans	$	134		$	467
Ratios:
Non-performing loans to total loans		0.02	%		0.08	%
Non-performing assets to total assets		0.01	%		0.05	%

Allowance for Loan Losses

In originating loans, the Company 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. The Company 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.

The allowance consists of specific, general and unallocated components. The specific component relates to loans that are classified as doubtful, substandard or special mention. 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.

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A loan is considered impaired when, based on current information and events, it is probable that the Company 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 Company does not separately identify individual consumer and residential loans for impairment disclosures. At June 30, 2006, the Company had no impaired loans. 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 the Company 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, the Company’s regulators periodically review the allowance for loan losses. These regulatory agencies may require the Company to recognize additions to the allowance based on their judgments of information available to them at the time of their examination, thereby negatively affecting the Company’s financial condition and earnings.

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

14

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2006			2005			2006			2005
	(Dollars in thousands)
Balance at beginning of period	$	5,666		$	3,351		$	5,670		$	3,172
Allowance added from acquisition of Chart Bank		—			1,812			—			1,812
Charge-offs:
Mortgage loans on real estate:		—			—			—			—
Other loans:
Commercial business		—			(11	)		—			(11	)
Consumer		(17	)		(3	)		(46	)		(3	)
Total other loans		(17	)		(14	)		(46	)		(14	)
Total charge-offs		(17	)		(14	)		(46	)		(14	)
Recoveries:
Mortgage loans on real estate:		—			—			—			—
Other loans:
Commercial business		16			53			24			60
Consumer		10			1			21			5
Total other loans		26			54			45			65
Total recoveries		26			54			45			65
Net (charge-offs) recoveries		9			40			(1	)		51
Provision for loan losses		122			328			128			496
Balance at end of period	$	5,797		$	5,531		$	5,797		$	5,531
Ratios:
Net recoveries to average loans outstanding (annualized)		0.01	%		0.03	%		0.00	%		0.02	%
Allowance for loan losses to non-performing loans at end of period		4354.94	%		1593.89	%		4354.94	%		1593.89	%
Allowance for loan losses to total loans at end of period		0.92	%		0.90	%		0.92	%		0.90	%

Deposits

The following table sets forth the Company’s deposit accounts for the periods indicated:

15

	June 30,		% of			December 31,		% of
	2006		Total			2005		Total
			(Dollars in thousands)
Deposit type:
Demand deposit accounts	$	125,887		20.0	%	$	124,396		20.3	%
NOW accounts		34,830		5.5	%		32,147		5.3	%
Regular savings accounts		93,547		14.9	%		97,960		16.0	%
Money market accounts		96,523		15.3	%		94,347		15.4	%
Total non-certificate accounts		350,787		55.7	%		348,850		57.0	%
Term certificates less than $100,000		164,244		26.1	%		157,933		25.8	%
Term certificates of $100,000 or more		114,467		18.2	%		104,890		17.1	%
Total certificate accounts		278,711		44.3	%		262,823		43.0	%
Total deposits	$	629,498		100.0	%	$	611,673		100.0	%

Total deposits increased by $17.8 million, or 2.9%, when compared to December 31, 2005. Growth in time deposit accounts, which increased by $15.9 million or 6.0% in the six-months ended June 30, 2006, caused most of the increase in total deposits. Also increasing during this six-month period were NOW accounts (up $2.7 million), money market accounts (up $2.2 million), and demand deposits (up $1.5 million), offset by a $4.4 million, or 4.5% decrease in savings accounts. With increases in short-term market interest rates, customers have increasingly shown a preference for short-term time deposits and other higher-yielding core accounts, rather than savings deposits.

Borrowed Funds

Borrowed funds increased by $9.6 million, or 6.9%, during the first half of 2006. This increase funded, in part, the growth in loans, securities and cash and cash equivalents during the six months ended June 30, 2006.

Stockholder’s Equity

Total stockholders’ equity was $109.3 million as of June 30, 2006, an increase of $1.1 million when compared to the balance at December 31, 2005. The increase was primarily attributable to earnings of $2.5 million, net of dividends paid of $508,000 and a decrease of $976,000 in the fair value of securities available for sale.

The Company announced on July 27, 2006 that its Board of Directors had authorized the purchase of up to 239,096 shares of the Company’s common stock in connection with anticipated awards of restricted stock under the Company’s 2006 Stock Incentive Plan, approved by stockholders at their Annual Meeting on May 11, 2006. The purchases will be accomplished through open market transactions or negotiated block transactions, at the discretion of management. As of August 11, 2006, 119,200 shares had been purchased at an average price of $14.05 by the Company as part this effort. The exact timing of future purchases will depend on market conditions and other factors, such as Company-imposed blackout periods.

Comparison of Operating Results for the Three and Six Months Ended June 30, 2006 and 2005

The Company earned net income of $1.3 million for the quarter ended June 30, 2006, an increase of $3.8 million when compared to a net loss of $2.5 million incurred in the second quarter of 2005. The Company incurred the 2005 quarterly loss primarily as a result of two non-recurring charges: a $4.0 million contribution made to the Benjamin Franklin Bank Charitable Foundation, and a $1.0 million net loss from the sale/write-down of bank-owned land. Excluding these non-recurring charges, and their related income tax benefit of $1.4 million, net

16

income increased $142,000, or 12.7%, over the comparable 2005 quarterly period. Excluding the non-recurring transactions, the earnings improvement largely reflected strong growth in non-interest income and a reduction in the loan loss provision, partially offset by higher operating expenses.

The Company earned net income of $2.5 million for the six months ended June 30, 2006, an increase of $4.7 million when compared to a net loss of $2.2 million incurred in the first six months of 2005. Excluding the $5.0 million in non-recurring charges, and their related income tax benefit, net income increased $1.1 million, or 74.6%, over the comparable 2005 six-month period. There were significant increases in net interest income and non-interest income when compared to the 2005 six-month period, due to the acquisition of the operations of Chart Bank on April 4, 2005 and to internally generated balance sheet growth. Operating expenses also increased significantly when compared to the six-month period ended June 30, 2005, 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.

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 depends upon the relative amounts of interest-earning assets and interest-bearing liabilities and the interest rates earned or paid on them.

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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:

	Three Months Ended June 30,
	2006							2005
	Average							Average
	Outstanding							Outstanding
	Balance		Interest		Yield/Rate(1)			Balance		Interest		Yield/Rate(1)
					(Dollars in thousands)
Interest-earning assets:
Loans	$	620,986	$	9,236		5.91	%	$	589,869	$	8,048		5.47	%
Securities		139,739		1,400		3.94	%		128,698		987		3.08	%
Short-term investments		15,504		186		4.75	%		26,429		151		2.29	%
Total interest-earning assets		776,229		10,822		5.54	%		744,996		9,186		4.95	%
Non-interest-earning assets		113,054							106,428
Total assets	$	889,283						$	851,424
Interest-bearing liabilities:
Savings deposits	$	94,810		121		0.51	%	$	109,318		142		0.52	%
Money market accounts		116,061		716		2.47	%		117,969		458		1.56	%
NOW accounts		28,250		10		0.15	%		36,240		32		0.35	%
Certificates of deposit		277,996		2,688		3.88	%		244,490		1,561		2.56	%
Total deposits		517,117		3,535		2.74	%		508,017		2,193		1.73	%
Borrowings		126,214		1,373		4.30	%		99,857		935		3.76	%
Total interest-bearing liabilities		643,331		4,908		3.05	%		607,874		3,128		2.06	%
Non-interest bearing liabilities		136,999							138,073
Total liabilities		780,330							745,947
Equity		108,953							105,477
Total liabilities and equity	$	889,283						$	851,424
Net interest income			$	5,914						$	6,058
Net interest rate spread (2)						2.49	%						2.89	%
Net interest-earning assets (3)	$	132,898						$	137,122
Net interest margin (4)						3.06	%						3.26	%
Average interest-earning assets to interest-bearing liabilities						120.66	%						122.56	%

(1)	Yields and rates for the three months ended June 30, 2006 and 2005 are annualized.
(2)	Net interest rate spread represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities
(3)	Net interest-earning assets represents total interest-earning assets less total interest-bearing liabilities.
(4)	Net interest margin represents net interest income divided by average total interest-earning assets.

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	Six Months Ended June 30,
	2006								2005
	Average								Average
	Outstanding								Outstanding
	Balance		Interest			Yield/Rate(1)			Balance		Interest		Yield/Rate(1)
					(Dollars in thousands)
Interest-earning assets:
Loans	$	613,788	$	18,078			5.88	%	$	489,108	$	12,940		5.34	%
Securities		138,280		2,782			4.03	%		110,167		1,716		3.14	%
Short-term investments	$	17,589		402			4.55	%		21,272		244		2.31	%
Total interest-earning assets		769,657		21,262			5.51	%		620,547		14,900		4.84	%
Non-interest-earning assets		114,487								71,073
Total assets	$	884,144							$	691,620
Interest-bearing liabilities:
Savings deposits	$	95,712		239			0.50	%	$	102,177		258		0.51	%
Money market accounts		107,372		1,226			2.30	%		87,618		668		1.54	%
NOW accounts		27,706		20			0.15	%		29,161		40		0.28	%
Certificates of deposit		276,957		5,152			3.75	%		193,450		2,458		2.56	%
Total deposits		507,747		6,637			2.64	%		412,406		3,424		1.67	%
Borrowings		131,314		2,799			4.24	%		90,485		1,789		3.99	%
Total interest-bearing liabilities		639,061		9,436			2.97	%		502,891		5,213		2.09	%
Non-interest bearing liabilities		136,372								120,171
Total liabilities		775,433								623,062
Equity		108,711								68,558
Total liabilities and equity	$	884,144							$	691,620
Net interest income			$	11,826							$	9,687
Net interest rate spread (2)							2.54	%						2.75	%
Net interest-earning assets (3)	$	130,596							$	117,656
Net interest margin (4)							3.10	%						3.15	%
Average interest-earning assets to interest-bearing liabilities							120.44	%						123.40	%

(1)	Yields and rates for the six months ended June 30, 2006 and 2005 are annualized.
(2)	Net interest rate spread represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities
(3)	Net interest-earning assets represents total interest-earning assets less total interest-bearing liabilities.
(4)	Net interest margin represents net interest income divided by average total interest-earning assets.

19

The following table presents the dollar amount of changes in interest income and interest expense for the major categories of the Company’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.

20

	Three Months Ended June 30,
	2006 vs. 2005
	Increase (Decrease)						Total
	Due to						Increase
	Volume			Rate			(Decrease)
	(In thousands)
Interest-earning assets:
Loans	$	439		$	749		$	1,188
Securities		90			323			413
Short-term investments		(81	)		116			35
Total interest-earning assets		448			1,188			1,636
Interest-bearing liabilities:
Savings deposits		(19	)		(2	)		(21	)
Money market accounts		(8	)		266			258
NOW accounts		(6	)		(16	)		(22	)
Certificates of deposit		237			890			1,127
Total deposits		204			1,138			1,342
Borrowings		272			166			438
Total interest-bearing liabilities		476			1,304			1,780
Change in net interest income	$	(28	)	$	(116	)	$	(144	)

	Six Months Ended June 30,
	2006 vs. 2005
	Increase (Decrease)						Total
	Due to						Increase
	Volume			Rate			(Decrease)
	(In thousands)
Interest-earning assets:
Loans	$	3,557		$	1,581		$	5,138
Securities		497			569			1,066
Short-term investments		(48	)		206			158
Total interest-earning assets		4,006			2,356			6,362
Interest-bearing liabilities:
Savings deposits		(16	)		(3	)		(19	)
Money market accounts		174			384			558
NOW accounts		(2	)		(18	)		(20	)
Certificates of deposit		1,298			1,396			2,694
Total deposits		1,454			1,759			3,213
Borrowings		861			149			1,010
Total interest-bearing liabilities		2,315			1,908			4,223
Change in net interest income	$	1,691		$	448		$	2,139

21

Net interest income for the quarter ended June 30, 2006 was $5.9 million, a decrease of $144,000 when compared to net interest income of $6.1 million for the three months ended June 30, 2005. The $144,000 decrease was primarily the result of a significant 20 basis point decrease in the net interest margin, which exceeded the positive benefit of overall balance sheet growth.

Interest income for the quarter ended June 30, 2006 was $10.8 million, compared to $9.2 million for the quarter ended June 30, 2005, an increase of $1.6 million or 17.8%. The increase arose largely from a 59 basis point increase in the yield earned on average interest-earning assets, augmented by a $31.2 million increase in those assets. The largest increase in average interest-earning assets was in loans, which increased by $31.1 million. Increases (decreases) in average balances of securities and short-term investments were $11.0 million and ($10.9) million, respectively, nearly offsetting each other. Increases in yields earned on securities and short-term investments of 86 and 246 basis points, respectively, were due mainly to the increase in market interest rates year-over-year. Interest income for the 2006 second quarter did not include income on FHLBB stock held by the Company, as the FHLBB deferred the declaration of its quarterly stock dividend, due to a one-time change in its dividend schedule. An estimate of the amount of dividend income deferred is $97,000, the amount recognized as income in the first quarter of 2006. An increase in the loan yield of 44 basis points was due primarily to the increase in market interest rates, supplemented by greater dollar growth in higher-yielding commercial loans than in residential mortgages and consumer loans.

Interest expense for the quarter ended June 30, 2006 was $4.9 million, an increase of $1.8 million over the comparable quarter of the prior year. The $1.8 million increase stems primarily from a 99 basis point increase in the cost of average interest-bearing liabilities, supplemented by a $35.5 million increase in the average balance of those liabilities. The increase in average interest-bearing liabilities between the comparable 2006 and 2005 quarters consists largely of increases in borrowed funds ($26.4 million) and deposits ($9.1 million). Within the deposit portfolio, time accounts increased on average by $33.5 million, while other interest-bearing deposits decreased on average by $24.4 million. The 99 basis point increase in the cost of interest-bearing liabilities was due largely to the increase in market interest rates over the twelve months. The Company was able to hold its rate on certain non-maturity deposit product lines year-over-year. However, customer demand for time accounts as an alternative to savings products, the Company’s desire to use deposits to fund loan growth, the short duration of the Company’s time deposit portfolio, and intense pricing competition all fueled a substantial 132 basis point increase in the cost of time accounts, year-over-year.

Net interest income for the first half of 2006 was $11.8 million, an increase of $2.1 million, or 22.1%, over the $9.7 million earned in the first six months of 2005. The improvement was largely the result of overall balance sheet growth. Year-over-year, over a six-month period, average interest-earning assets increased by $149.1 million, or 24.0%, and average interest-bearing liabilities increased by $136.2 million, or 27.1%.

The increase in interest-earning assets can largely be attributed to the Chart Bank acquisition on April 4, 2005. On that date, $184.0 million of loans and $36.1 million of securities were added to the Company’s balance sheet. Deposits of $217.4 million and borrowings of $25.4 million were assumed as well, including $37.0 million of non-interest bearing demand deposits. Internally generated balance sheet growth for the twelve months ended June 30, 2006 includes $15.8 million in loans, $5.6 million in securities, and $12.9 million in cash supplied to ATM customers (which is not interest-earning). This asset growth was funded primarily through increased borrowings, up $32.0 million year-over-year.

The net interest margin dropped five basis points (from 3.15% to 3.10%) when comparing the first six months of 2006 to the comparable period in 2005. The decline was the net result of a favorable 67 basis point increase in yield on average interest-earning assets, an unfavorable 88 basis point increase in cost of average interest-bearing liabilities, and a favorable $12.9 million increase in the excess of average interest-earning assets over average

22

interest-bearing liabilities. The basis point increases for both assets and liabilities are largely the result of market interest rate movements, including a flattening yield curve that has put pressure on the Company’s net interest margin. Also contributing is the fact that the assets and liabilities acquired in the purchase of Chart Bank roughly midway through the first half of 2005 generally carried higher yields/rates than that of the Company.

Provision for Loan Losses

The Company recorded provisions for loan losses of $122,000 and $328,000 for the three months ended June 30, 2006 and 2005, respectively. For the first six months of 2006 and 2005, provisions for loan losses amounted to $128,000 and $496,000, respectively. The provisions were reflective of growth in the loan portfolio and a small amount of net recoveries recorded in each period. The smaller provisions in the 2006 periods also reflect slower loan growth as compared to 2005. The Company’s credit quality continues to be very strong. At June 30, 2006, the allowance for loan losses totaled $5.8 million, or .92% of total loans, as compared to $5.7 million, or .93% of total loans, at December 31, 2005.

Non-interest Income

Non-interest income of $1.5 million for the three-month period ended June 30, 2006 represented an increase of $1.3 million, or 531.4%, over the $245,000 earned in the second quarter of 2005. For the same six-month comparable period, non-interest income increased by $2.2 million, or 299.6%, to $2.9 million. The primary cause of the increases were higher ATM, deposit and loan servicing fees in 2006, and a $1.0 million net loss/write-down recognized in June of 2005 on bank-owned land.

Excluding the $1.0 million net loss/write-down on bank-owned land, non-interest income increased by $282,000, or 22.3%, when comparing the second quarter of 2006 to the comparable quarter in 2005. Approximately 76% of the increase, or $213,000, represents increased fees for ATM servicing performed by CSSI. CSSI provides cash to ATMs owned by independent service organizations (ISOs) nationwide. Fees are collected from the ISOs for managing the ATMs and for the use of the cash in the machines. ATM servicing fees are generally based upon the amount of cash utilized, and a market based floating interest-rate pricing structure. Deposit service fees also increased, quarter-over-quarter, by $43,000. This growth was largely the result of growth in the Company’s overdraft checking account product. The Company also benefited from a $69,000 increase in gains on loan sales, quarter-over-quarter, while investment sales commissions (non-deposit investment products) declined by $59,000, due to staff turnover in 2006.

Non-interest income increased by $2.2 million in the first six months of 2006 compared to the year earlier period. Excluding the $1.0 million net loss/write-down on bank-owned land, non-interest income increased by $1.2 million, or 67.6%, in the first six months of 2006 when compared to the six months ended June 30, 2005. Approximately 69% of the increase, or $825,000, represents increased fees for ATM servicing performed by CSSI, which fees are reflected for the full six month period in 2006 but only for the second half of the 2005 period. Fees earned on deposit accounts and other miscellaneous income increased by a combined $225,000, or 29.6%, when compared to the first quarter of 2005. This growth was mainly the result of a growth in the overdraft checking account product and the addition of the Chart Bank deposit accounts and branch locations in April 2005. Loan servicing fees and gains on sales of loans increased by $72,000 and $118,000, respectively, when comparing the first halves of 2006 and 2005. These increases were largely the result of collection of prepayment penalties and other fees, and growth in sales of fixed rate loans originated and sold, or serviced for others.

Non-interest Expense

Non-interest expenses of $5.4 million for the three-month period ended June 30, 2006 represented a decrease of $3.8 million from the $9.1 million incurred in the second quarter of 2005. For the same six-month comparable period, non-interest expense decreased by $1.9 million, or 15.3%, to $10.7 million. The 2005 results include a

23

$4.0 million contribution in the second quarter to the Benjamin Franklin Bank Charitable Foundation. The Company has not since, and does not intend to make future contributions to the Foundation.

Non-interest expenses, excluding the $4.0 million non-recurring contribution, increased by $213,000 (or 4.1%) in the second quarter of 2006, compared to the three months ended June 30, 2005. The largest increase, of $259,000 or 10.5%, was in salaries and employee benefits expense. The Company has added staff judiciously for business development, such as commercial loan origination, loan support, and marketing, and for the accounting and audit functions, needed to satisfy growing regulatory demands associated with being a public company. Professional fees increased by $117,000, or 49.2%, over the comparable 2005 quarter, due to increased legal and audit fees. The Company required increased legal assistance in 2006 to implement its new stock compensation plans and prepare for its first annual meeting of shareholders, and has engaged outside firms to assist in its first-time Sarbanes-Oxley Act Section 404 compliance program. Amortization of the core deposit intangible asset created in the Chart Bank acquisition decreased $277,000 from the comparable period in 2005, and will continue to decline in future periods. An $83,000 decrease in data processing costs between the two quarters was due largely to additional costs incurred in 2005 adding Chart Bank operations.

Non-interest expenses decreased by $1.9 million in the first six months of 2006 compared to the year earlier period. Excluding the $4.0 million non-recurring contribution, non-interest expenses increased by $2.1 million (or 24.0%) to $10.7 million in the first six months of 2006, compared to the six months ended June 30, 2005. The Company’s non-interest expense base rose significantly beginning in the second quarter of 2005, due to the acquisition of Chart Bank. The largest increase comparing the two six-month periods was in salaries and employee benefits expense, which rose by $966,000 or 21.6%, attributable primarily to the assimilation of Chart Bank’s employees. Adds to staffing in the lending, marketing, accounting and audit functions, as well as pricing increases and other changes to certain benefit plans, also contributed to the increase. Professional fees increased by $366,000, or 99.7%, over the comparable 2005 period, due to increased legal and audit fees. The Company has made changes to certain of its benefits plans, requiring legal assistance, and has incurred substantial increases in audit and legal fees associated with its new public company status. Occupancy and equipment expenses increased by $309,000 or 28.1%, mainly due to the addition of costs associated with Chart Bank’s three branches and its former corporate headquarters. An increase of $482,000, or 52.6%, in other general and administrative expenses largely reflected the addition of Chart Bank’s operations. This included adding several of Chart Bank’s former directors to the Company’s Board, and higher printing, postage, insurance, and other operating costs associated with running a larger company.

The Company is scheduled to open a new branch in Wellesley, Massachusetts in September, 2006. The annual direct costs of operating this branch are estimated at $610,000. The Company also recently received regulatory approval to open a new branch in Watertown, Massachusetts. It is anticipated that this branch will become operational in the second quarter of 2007. The direct costs of operating this branch are estimated at $700,000 annually. The Company intends to continue its search for promising de novo branch locations, with the goal of identifying two to three additional sites over the next two years.

The Compensation Committee of the Board of Directors made awards under the Company’s stock incentive plan on July 28, 2006. The grants of restricted stock and stock options made under this plan will increase the Company’s compensation costs in the periods in which such awards and options vest. Such awards will be accounted for in the Company’s financial statements in accordance with SFAS No. 123R. Details of the July 28, 2006 awards are as follows:

24

			Vesting		Fair Market		Option
	Number Awarded:		Period		Value of Stock at		Exercise
	Shares or Options		(years)		Date of Grant		Price
Restricted Stock		29,600		3	$	13.95		n/a
Restricted Stock		188,740		5		13.95		n/a
		218,340
Stock Options (1):
Incentive stock options		100,250		5		13.95		13.95
Non-statutory stock options		55,000		3		13.95		13.95
Non-statutory stock options		293,500		5		13.95		13.95
		448,750

⁽¹⁾ The expiration date of the stock options is July 28, 2013.

Income Taxes

The income tax expense of $724,000 recorded for the second quarter of 2006 resulted in an effective tax rate of 36.5%. In the second quarter of 2005, an income tax benefit of $625,000 equated to an effective tax rate of 19.7%. The income tax expense of $ 1.4 million for the six months ended June 30, 2006 resulted in an effective tax rate of 36.3%, while an income tax benefit of $466,000 for the first half of 2005 resulted in an effective tax rate of 17.4%. The primary reason for the lower effective rates in the 2005 periods is the capital loss treatment of the $1.0 million net loss/write-down recognized on the bank-owned land, resulting in a $1.0 million increase in the deferred tax asset valuation allowance on the balance sheet.

Liquidity and Capital Resources

The Company’s primary sources of funds are from deposits, borrowings, 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. The Company maintains excess funds in cash and short-term interest-bearing assets that provide additional liquidity. At June 30, 2006, cash and due from banks, short-term investments and debt securities maturing within one year totaled $80.1 million (excluding cash supplied by CSSI to ATM customers) or 8.9% of total assets.

The Company borrows from the Federal Home Loan Bank of Boston (“FHLBB”) as an additional funding source. As of June 30, 2006, the Company had $141.0 million of FHLBB Borrowings outstanding and had the ability to borrow an additional $61.8 million.

The Company 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. The Company anticipates that it will continue to have sufficient funds and alternative funding sources to meet its current commitments.

The following tables present information indicating various contractual obligations and commitments of the Company as of the dates indicated and the respective maturity dates:

25

Contractual Obligations:

	June 30, 2006
					More than		More than
					One Year		Three Years
			One Year		through Three		through five		Over Five
	Total		or Less		Years		Years		Years
	(In thousands)
Federal Home Loan Bank advances(1)	$	140,954	$	34,000	$	57,954	$	49,000	$	—
Subordinated debt		9,000		—		—		—		9,000
Operating leases (2)		1,868		270		558		405		635
Other contractual obligations(3)		5,743		2,362		3,381
Total contractual obligations	$	157,565	$	36,632	$	61,893	$	49,405	$	9,635

(1)	Secured under a blanket security agreement on qualifying assets, principally 1-4 Family Residential mortgage loans. At June 30, 2006, an advance of $6.0 million, bearing a rate of 4.91%, was callable at the sole option of the FHLB. This advance was called in July, 2006. Another advance in the amount of $10.0 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

	June 30, 2006
					More than		More than
					One Year		Three Years
			One Year		through		through		Over Five
	Total		or Less		Three Years		Five Years		Years
	(In thousands)
Commitments to grant loans (1)	$	29,349	$	29,349	$	—	$	—	$	—
Unadvanced funds on commercial lines of credit		23,397		20,355		3,042		—		—
Unadvanced funds on home equity lines of credit (3)		39,349		—		—		—		39,349
Unadvanced funds on construction loans (4)		35,414		24,474		10,468		—		472
Unadvanced funds on personal lines of credit (2)		2,374		—		—		—		2,374
Commercial letters of credit		1,419		1,419
Total loan commitments	$	131,302	$	75,597	$	13,510	$	—	$	42,195

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. Commitments generally have fixed expiration dates or other termination clauses.

(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 loans 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.

26

Minimum Regulatory Capital Requirements:

As of June 30, 2006, 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. Prompt corrective action provisions are not applicable to bank holding companies. The Company’s and the Bank’s actual capital amounts and ratios as of June 30, 2006 and December 31, 2005 are also presented in this table:

											Minimum
											To Be Well
						Minimum					Capitalized Under
						Capital					Prompt Corrective
	Actual					Requirements					Action Provisions
	Amount		Ratio			Amount		Ratio			Amount		Ratio
June 30, 2006:
Total capital to risk weighted assets:
Consolidated	$	90,047		15.1	%	$	47,864		8.0	%		N/A		N/A
Bank		64,416		10.8			47,799		8.0		$	59,748		10.0	%
Tier 1 capital to risk weighted assets:
Consolidated		84,250		14.1			23,932		4.0			N/A		N/A
Bank		58,619		9.8			23,899		4.0			35,849		6.0
Tier 1 capital to average assets:
Consolidated		84,250		9.9			34,079		4.0			N/A		N/A
Bank		58,619		6.9			34,046		4.0			42,557		5.0
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

27

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

The Company’s Asset/Liability 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 May 31, 2006 the estimated changes in the Company’s net interest income that would result from the designated instantaneous changes in the U.S. Treasury yield curve (note: differences between May 31, 2006 and June 30, 2006 balance sheets are not material for purposes of this analysis, or the gap analysis, below). 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
200 basis point increase in rates		(3.59	)%
100 basis point increase in rates		(1.72	)%
Flat interest rates		—
100 basis point decrease in rates		1.25	%

As indicated in the table above, the result of an immediate 100 basis point increase in interest rates is estimated to decrease net interest income by 1.72% 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 3.59% 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 37 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 decline in the level of interest rates is an increase of 1.25%, which assumes no decrease in interest-bearing checking rates or in savings rates and an average decrease in money market rates of 37 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 the Company’s sensitivity to interest rate changes at a point in time, these estimates are not intended to and do not provide a precise forecast of the effect of changes in market interest rates on the Company’s net interest income and will differ from actual results.

In its management of interest rate risk, the Company also relies on the analysis of its interest rate “gap,” which is the measure of the mismatch between the amount of 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

28

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 the Company’s interest sensitivity gap position as of May 31, 2006, 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, money market checking and money market savings deposit accounts are assumed to have annual rates of withdrawal (decay rates) of 9.2%, 38.3%, 59.5% and 100.0%, respectively.

Repricing Gap as of May 31, 2006

	Up to			More than			More than			More than			More than			More than
	one			one year to			two years to			three years to			four years to			five
	year			two years			three years			four years			five years			years			Total
	(Dollars in thousands)
Interest-earning assets:
Loans (1)	$	233,988		$	113,827		$	102,287		$	81,950		$	34,363		$	55,414		$	621,829
Securities (2)		53,924			39,183			9,162			5,025			4,773			25,866			137,932
Short-term investments		10,700			—			—			—			—			—			10,700
Total interest-earning assets		298,612			153,009			111,449			86,975			39,136			81,280			770,461
Interest-bearing liabilities:
Savings accounts		36,156			22,308			13,764			8,492			5,240			8,441			94,402
Money market accounts		70,279			28,463			11,528			4,669			1,891			1,287			118,116
NOW accounts		2,761			2,507			2,276			2,067			1,877			18,522			30,010
Certificates of deposit		237,837			24,913			6,294			5,632			1,362			1			276,040
Long-term debt		29,951			28,000			33,000			—			34,000			—			124,951
Total interest-bearing liabilities	$	376,984		$	106,191		$	66,862		$	20,860		$	44,369		$	28,252		$	643,518
Interest rate sensitivity gap		(78,372	)		46,818			44,587			66,114			(5,233	)		53,028			126,943
Interest rate sensitivity gap as a % of total assets		-8.88	%		5.30	%		5.05	%		7.49	%		-0.59	%		6.01	%
Cumulative interest rate sensitivity gap		(78,372	)		(31,554	)		13,033			79,148			73,915			126,943
Cumulative interest rate sensitivity gap as a % of total assets		-8.88	%		-3.57	%		1.48	%		8.96	%		8.37	%		14.38	%

(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

29

those assumed in the gap analysis. Lastly, should interest rates increase, the ability of borrowers to service their debt may decrease.

Item 4. Controls and Procedures.

     (a) Evaluation of Disclosure Controls and Procedures. The Company’s President and Chief Executive Officer, its Chief Financial Officer, and other members of its senior management team have evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based on such evaluation, the President and Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures, as of the end of the periods covered by this report, were adequate and effective to provide reasonable assurance that information required to be disclosed by the Company, including its consolidated subsidiaries, in reports that the Company files or submits 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 the Company’s internal control over financial reporting during the first six months of 2006 that have materially affected, or that are reasonably likely to materially affect, its internal controls over financial reporting.

30

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

     None.

Item 1A. Risk Factors That May Affect Future Results

Risk factors that may affect future results were discussed in the Company’s 2005 Annual Report on Form 10-K. The Company’s analysis of its risk factors has not changed since December 31, 2005.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

(a)	Unregistered Sale of Equity Securities. Not applicable.
(b)	Use of Proceeds. Not applicable.
(c)	Repurchases of Our Equity Securities. The Company had no share repurchases during the quarter.

Item 3. Defaults on Senior Securities.

     Not applicable.

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

The Company held its annual meeting of stockholders on May 11, 2006 at which time the six nominees for director, as set forth in the proxy materials for the meeting, were elected with the following votes cast:

Name	For		Withheld
William P. Bissonnette		7,303,470		40,119
Paul E. Capasso		7,303,457		40,132
Jonathan A. Haynes		7,298,081		45,508
Anne M. King		7,296,915		46,674
Neil E. Todreas		7,295,006		48,583
Charles Yergatian		7,271,046		72,543

In addition, the stockholders approved the Company’s 2006 Stock Incentive Plan and the ratification of Wolf & Company, P.C. as our independent public accounting firm with the following votes cast:

	2006 Stock Incentive Plan		Ratification of Wolf & Co.
For		5,200,647		7,256,824
Against		237,834		27,062
Abstentions		31,733		59,703
Broker Non-Votes		1,873,375		0

Item 5. Other Information.

     Not applicable

31

Item 6. Exhibits.

The following exhibits, required by Item 601 of Regulation S-K, are filed as part of this Quarterly Report on Form 10-Q. Exhibit numbers, where applicable, in the left column correspond to those of Item 601 of Regulation S-K.

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
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.		8
10.4.2	Amended and Restated Supplemental Executive Retirement Agreement between Benjamin Franklin Bank and Claire S. Bean dated as of March 22, 2006.		8
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
10.8	Benjamin Franklin Bancorp, Inc. 2006 Stock Incentive Plan		9
11	See Note 3 to the Financial Statements for a discussion of earnings per share.	—
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

Exhibit No.	Description	Footnotes
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.
8	Incorporated by reference to the Registrant’s Annual Report on Form 10-K, filed on March 28, 2006
9	Incorporated by reference to Appendix B to the Registrant’s Proxy Statement for the 2006 Annual Meeting of Stockholders, filed on March 28, 2006.

33

SIGNATURES

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

	Benjamin Franklin Bancorp, Inc.
Date: August 14, 2006	By:	/s/ Thomas R. Venables
		Thomas R. Venables
		President and Chief Executive Officer
Date: August 14, 2006	By:	/s/ Claire S. Bean
		Claire S. Bean
		Treasurer and Chief Financial Officer

34

EXHIBIT INDEX

Exhibit
No.	Item
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.

35

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 Quarterly Report on Form 10-Q 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: August 14, 2006

/s/ Thomas R. Venables

Thomas R. Venables

Chief Executive Officer

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 Quarterly Report on Form 10-Q 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: August 14, 2006

/s/ Claire S. Bean

Claire S. Bean

Chief Financial Officer

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 Quarterly Report on Form 10-Q of Benjamin Franklin Bancorp, Inc. (the “Company”) for the Three Months and Six Months Ended June 30, 2006, 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

A. Date: August 14, 2006

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 Quarterly Report on Form 10-Q of Benjamin Franklin Bancorp, Inc. (the “Company”) for the Three Months and Six Months Ended June 30, 2006, 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

B. Date: August 14, 2006