10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

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

Registrant’s telephone number, including area code: (617) 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

TABLE OF CONTENTS

Ex-10.8.1 Form of Incentive Stock Option Agreement

Ex-10.8.2 Form of Non-Statutory Stock Option Agreement (Officer)

Ex-10.8.3 Form of Non-Statutory Stock Option Agreement (Director)

Ex-10.8.4 Form of Restricted Stock Agreement (Officer)

Ex-10.8.5 Form of Restricted Stock Agreement (Director)

Ex-31.1 Section 302 Certification of the C.E.O.

Ex-31.2 Section 302 Certification of the C.F.O.

Part II, Item 6 of the Registrant’s Annual Quarterly Report on Form 10-Q for the quarter ended June 30, 2006 is hereby amended for the purpose of adding the following new Exhibits:

Exhibit No.	Description
10.8.1	Form of Incentive Stock Option Agreement
10.8.2	Form of Non-Statutory Stock Option Agreement (Officer)
10.8.3	Form of Non-Statutory Stock Option Agreement (Director)
10.8.4	Form of Restricted Stock Agreement (Officer)
10.8.5	Form of Restricted Stock Agreement (Director)
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.

-2-

SIGNATURES

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

	Benjamin Franklin Bancorp, Inc.
Date: August 18, 2006	By:	/s/ Thomas R. Venables Thomas R. Venables
		President and Chief Executive Officer
Date: August 18, 2006	By:	/s/ Claire S. Bean
		Claire S. Bean
		Treasurer and Chief Financial Officer

-3-

EX-10.8.1

                                                                  EXHIBIT 10.8.1

                             INCENTIVE STOCK OPTION

                                   Granted by

                         BENJAMIN FRANKLIN BANCORP, INC.

                                    under the

            BENJAMIN FRANKLIN BANCORP, INC. 2006 STOCK INCENTIVE PLAN

This Option is and shall be subject in every respect to the provisions of 2006
Stock Incentive Plan, as amended from time to time (the "Plan"), of Benjamin
Franklin Bancorp, Inc. (the "Company"), which is incorporated herein by
reference and made a part hereof. A copy of the Plan is available for review at
the offices of the Company and a copy of the Plan has been provided to each
person granted an Option pursuant to the Plan. The holder of this Option (the
"Holder") hereby accepts this Option subject to all the terms and provisions of
the Plan and agrees that (a) in the event of any conflict between the terms
hereof and those of the Plan, the latter shall prevail, and (b) all decisions
under and interpretations of the Plan by the Board or the Committee shall be
final, binding and conclusive upon the Holder and the Holder's heirs, legal
representatives, successors and permitted assigns. Except where the context
otherwise requires, the term "Company" shall include the parent and all present
and future subsidiaries of the Company as defined in Section 424(e) and 424(f)
of the Internal Revenue Code of 1986, as amended or replaced from time to time
(the "Code").

1.    NAME OF HOLDER: _________________________________________________________

2.    DATE OF GRANT: __________________________________________________________

3.    NUMBER OF SHARES OF COMPANY COMMON STOCK, NO PAR VALUE ("COMMON STOCK")
      FOR WHICH THIS OPTION IS EXERCISABLE: ___________________________________
      (subject to adjustment pursuant to Section 11 below)

4.    EXERCISE PRICE PER SHARE: _______________________________________________
      (subject to adjustment pursuant to Section 11 below)

5.    EXPIRATION DATE OF OPTION: ______________________________________________

6.    VESTING SCHEDULE. Except as otherwise provided in this Agreement, this
      Option may be exercised prior to the Expiration Date in installments as
      follows:

            (i)   Twenty percent (20%) of the number of shares subject to the
                  foregoing grant on the first anniversary of the date of grant;
                  and

            (ii)  An additional twenty percent (20%) of the number of shares
                  subject to the foregoing grant on the dates which are the
                  second through fifth annual anniversaries of the date of
                  grant.

      The right of exercise shall be cumulative. This Option may not be
      exercised at any time on or after the Expiration Date. All vesting shall
      cease upon the date of termination of employment. Vesting will
      automatically accelerate pursuant to Sections 10.1(i), 12.1(i) and
      12.1(ii).



7.    INCENTIVE AND NONQUALIFIED OPTION. It is the intention of the Company that
      this option grant shall constitute an incentive stock option to the extent
      that, in the calendar year in which this option first becomes exercisable,
      the $100,000 limitation contained in Section 5.6 of the Plan would not be
      exceeded (taking into account all other incentive stock options of the
      Holder, if any, that first became exercisable prior thereto in the same
      calendar year). The portion of this option which is in excess of said
      $100,000 limitation shall constitute a nonqualified stock option.

8.    EXERCISE PROCEDURE.

      8.1. DELIVERY OF NOTICE OF EXERCISE. This Option shall be exercised in
whole or in part by the Holder's delivery to the Company of written notice (the
"Notice of Exercise") setting forth the number of shares with respect to which
this Option is to be exercised, together with payment by cash, a bank check or
other instrument acceptable to the Compensation Committee (the "Committee") in
an amount equal to the aggregate exercise price for the shares being purchased
upon exercise, or by one or more of the following methods, if permitted by the
Committee, in its discretion:

            (i)   by delivery to the Company of shares of Common Stock that are
                  not then subject to restrictions under any Company plan, which
                  have a Fair Market Value (as defined in Section 8.2) equal in
                  amount to the aggregate exercise price of the shares of Common
                  Stock being purchased upon such exercise,

            (ii)  by delivery to the Company of a properly executed Notice of
                  Exercise along with irrevocable instructions to a broker to
                  promptly deliver to the Company cash or a check payable and
                  acceptable to the Company to pay the aggregate exercise price,
                  provided that in the event the Holder chooses to pay the
                  purchase price as so provided, the Holder and the broker shall
                  comply with such procedures and enter into such agreements of
                  indemnity and other agreements as the Committee shall
                  prescribe as a condition of such payment procedure (including,
                  in the case of a Holder who is an executive officer of the
                  Company, such procedures and agreements as the Committee deems
                  appropriate in order to avoid any extension of credit in the
                  form of a personal loan to such officer). The Company need not
                  act upon such Notice of Exercise until the Company receives
                  full payment of the exercise price,

            (iii) by reducing the number of Option shares otherwise issuable to
                  the Holder upon exercise of the Option by a number of shares
                  having a Fair Market Value equal to such aggregate exercise
                  price, or

            (iv)  by delivery to the Company of such other consideration which
                  the Committee determines is consistent with the purpose of the
                  Plan and with applicable laws (including the Sarbanes-Oxley
                  Act of 2002) and regulations, or by any combination of the
                  means of payment.

      8.2. "FAIR MARKET VALUE" on any given date means the closing price per
share of the Common Stock on the trading day immediately preceding such date as
quoted on NASDAQ or, if applicable, as reported by such registered national
securities exchange on which the Common Stock is listed; provided, that, if
there is no trading on such date, Fair Market Value shall be deemed to be the
closing price per share on the last preceding date on which the Common Stock was
traded. If the Common Stock is not quoted on NASDAQ or listed on any registered
national securities exchange, the Fair Market Value of the Common Stock shall be
determined in good faith by the Committee.

9. DELIVERY OF COMMON STOCK; RESERVE.



      9.1. DELIVERY OF COMMON STOCK. As promptly as practicable after receipt by
the Company of the Notice of Exercise and payment of exercise price pursuant to
Section 8 hereof, the Company shall deliver to the Holder (or if any other
individual or individuals are exercising this Option, to such individual or
individuals) a certificate registered in the name of the Holder (or the names of
the other individual or individuals exercising this Option) and representing the
number of shares with respect to which this Option is then being exercised;
provided, however, that if any law or regulation or order of the Securities and
Exchange Commission or any other body having jurisdiction in the premises shall
require the Company or the Holder (or the individual or individuals exercising
this Option) to take any action in connection with the shares then being
purchased, the date for the delivery of the certificate for such shares shall be
extended for the period necessary to take and complete such action. The Company
may imprint upon said certificate such restrictive legends as the Committee
deems appropriate. Delivery by the Company of the certificates for such shares
shall be deemed effected for all purposes when the Company or a stock transfer
agent of the Company shall have deposited such certificates in the United States
mail, addressed to the Holder, at the Holder's last known address on file with
the Company. The Company will pay all fees or expenses necessarily incurred by
the Company in connection with the issuance and delivery of shares pursuant to
the exercise of this Option.

      9.2. RESERVE. The Company will, at all times while any portion of this
Option is outstanding, reserve and keep available, out of shares of its
authorized and unissued Common Stock or shares of Common Stock held in treasury,
a sufficient number of shares of its Common Stock to satisfy the requirements of
this Option.

10.   CHANGE IN CONTROL.

      10.1. In the event of a Change in Control while this Option is
unexercised, then

            (i)   the vesting of this Option shall be automatically accelerated,
                  effective as of the effective time of the Change in Control
                  (or thirty (30) days preceding the effective date of such
                  Change in Control, if the Committee cancels this Option
                  pursuant to Section 10.2 below), and

            (ii)  subject to Section 10.2 below, after the effective time of
                  such Change in Control, this Option shall remain outstanding
                  and shall be exercisable in full for shares of Common Stock
                  or, if applicable, for shares of such securities, cash or
                  property as the holders of shares of Common Stock received in
                  connection with such Change in Control.

      10.2. This Option may be cancelled by the Committee as of the effective
date of any Change in Control provided that (x) prior written notice of such
cancellation shall be given to the Holder and (y) the Holder shall have the
right to exercise this Option in full during the thirty (30) day period
preceding the effective date of such Change in Control.

      10.3. "Change in Control" shall mean the occurrence of any one of the
following events:

            (i)   If there has occurred a change in control which the Company
                  would be required to report in response to Item 5.01 of Form
                  8-K promulgated under the Securities Exchange Act of 1934, as
                  amended (the "1934 Act"), or, if such regulation is no longer
                  in effect, any regulations promulgated by the Securities and
                  Exchange Commission pursuant to the 1934 Act which are
                  intended to serve similar purposes;

            (ii)  When any "person" (as such term is used in Sections 13(d) and
                  14(d)(2) of the 1934 Act) becomes a "beneficial owner" (as
                  such term is defined in Rule 13d-3



                  promulgated under the 1934 Act), directly or indirectly, of
                  securities of the Company or Benjamin Franklin Bank (the
                  "Bank") representing twenty-five percent (25%) or more of the
                  total number of votes that may be cast for the election of
                  directors of the Company or the Bank, as the case may be;

            (iii) During any period of two consecutive years, individuals who at
                  the beginning of such period constitute the Board of Directors
                  of the Company, and any new director (other than a director
                  designated by a person who has entered into an agreement with
                  the Company to effect a transaction described in Subsection
                  (ii), (iv) or (v) of this Section 10.3) whose election by the
                  Board or nomination for election by the Company's stockholders
                  was approved by a vote of at least two-thirds (2/3) of the
                  directors then still in office who either were directors at
                  the beginning of the period or whose election or nomination
                  for election was previously so approved, cease for any reason
                  to constitute at least a majority of the Board of Directors of
                  the Company;

            (iv)  The stockholders of the Company approve a merger, share
                  exchange or consolidation ("merger or consolidation") of the
                  Company with any other corporation, other than (a) a merger or
                  consolidation which would result in the voting securities of
                  the Company outstanding immediately prior thereto continuing
                  to represent (either by remaining outstanding or by being
                  converted into voting securities of the surviving entity) more
                  than 70% of the combined voting power of the voting securities
                  of the Company or such surviving entity outstanding
                  immediately after such merger or consolidation or (b) a merger
                  or consolidation effected to implement a recapitalization of
                  the Company (or similar transaction) in which no "person" (as
                  hereinabove defined) acquires more than 30% of the combined
                  voting power of the Company's then outstanding securities; or

            (v)   The stockholders of the Company or the Bank approve a plan of
                  complete liquidation of the Company or the Bank or an
                  agreement for the sale or disposition by the Company or the
                  Bank of all or substantially all of the Company's or the
                  Bank's assets.

11. ADJUSTMENT PROVISIONS.

      11.1. GENERAL. If the Company effects a stock dividend, stock split or
similar change in capitalization affecting the Common Stock, the Committee will
make appropriate adjustments in (i) the number and kind of shares subject to
this Option, and (ii) the option or purchase price in respect of such shares.

      11.2. MERGERS, CONSOLIDATION, DISTRIBUTIONS, LIQUIDATIONS. In the event of
any merger, consolidation, dissolution or liquidation of the Company, the
Committee in its sole discretion may make such substitution or adjustment in the
number and purchase price of shares subject to this Option as it may determine
and as may be permitted by the terms of such transaction, or accelerate, amend
or terminate this Option upon such terms and conditions as it shall provide
(which, in the case of the termination of the vested portion of this Option,
shall require payment or other consideration which the Committee deems equitable
in the circumstances, subject, however, to the provisions of Section 10).

12. TERMINATION OF OPTION.

      12.1. This Option shall terminate upon the Expiration Date, or earlier as
follows:



            (i)   DEATH. This Option shall vest and become exercisable in full
                  if the Holder's employment with the Company is terminated by
                  reason of the Holder's death while this option is unexercised.
                  This Option may thereafter be exercised by the legal
                  representative or legatee of the Holder for a period of one
                  year from the date of death, subject to termination on the
                  Expiration Date of this Option, if earlier.

            (ii)  DISABILITY. This Option shall vest and become exercisable in
                  full if the Holder's employment with the Company is terminated
                  by reason of Disability (as defined in the Plan) while this
                  option is unexercised. This Option may thereafter be exercised
                  for a period of one year from the date of such termination of
                  employment by reason of Disability, subject to termination on
                  the Expiration Date, if earlier. The death of the Holder
                  during the one-year period for exercise of this Option
                  provided in this Section 12.1(ii) shall extend such period for
                  one year from the date of death, subject to termination on the
                  Expiration Date, if earlier. The Committee shall have sole
                  authority and discretion to determine whether the Holder's
                  employment has been terminated by reason of Disability.

            (iii) NORMAL RETIREMENT. If the Holder's employment with the Company
                  terminates by reason of Normal Retirement (as defined in the
                  Plan) while this Option is unexercised, this Option may
                  thereafter be exercised, to the extent it was vested and
                  exercisable at the time of such termination of employment, for
                  a period of ninety (90) days from the date of such termination
                  of employment, subject to termination on the Expiration Date,
                  if earlier. The death of the Holder during the ninety-day
                  period for the exercise of this Option provided in this
                  Section 12.1(iii) shall extend such exercise period for one
                  year from the date of death, subject to termination on the
                  Expiration Date, if earlier. The Committee shall have sole
                  authority and discretion to determine whether the Holder's
                  employment has been terminated by reason of Normal Retirement.

            (iv)  TERMINATION FOR CAUSE. If the Holder's employment by the
                  Company has been terminated for Cause (as defined in the
                  Plan), this Option shall immediately terminate and be of no
                  further force and effect; provided, however, that the
                  Committee may, in its sole discretion, provide that such
                  Option can be exercised for a period of up to ninety (90) days
                  from the date of termination of employment, subject to
                  termination on the Expiration Date, if earlier. The Board of
                  Directors shall have sole authority and discretion to
                  determine whether the Holder's employment has been terminated
                  for Cause.

            (v)   OTHER TERMINATION. If the Holder's employment by the Company
                  terminates for any reason other than death, Disability, Normal
                  Retirement or for Cause, this Option may thereafter be
                  exercised, to the extent it was exercisable at the time of
                  such termination, for a period of thirty (30) days from the
                  last day of the Holder's employment, subject to termination on
                  the Expiration Date, if earlier.

13.   DISQUALIFYING DISPOSITION.

      13.1. DISQUALIFYING DISPOSITION. The Holder agrees to notify the Company
in writing immediately after making a Disqualifying Disposition of any shares of
Common Stock received pursuant to the exercise of this Option. A "Disqualifying
Disposition" shall have the meaning specified in Section 421(b) of the Code; as
of the date of grant of this Option a Disqualifying Disposition is any
disposition (including any sale) of such shares before the later of (a) the
second anniversary of the date of grant of this Option and (b) the first
anniversary of the date on which the Holder acquired such shares by



exercising this Option, provided that such holding period requirements terminate
upon the death of the Holder. The Holder also agrees to provide the Company with
any information that the Company shall request concerning any such Disqualifying
Disposition. The Holder acknowledges that he or she will forfeit the favorable
income tax treatment otherwise available with respect to the exercise of this
Option if he or she makes a Disqualifying Disposition of shares received upon
exercise of this Option.

      13.2. ADDITIONAL WITHHOLDING. The Holder hereby agrees that the Company
may withhold from the Holder's wages, or other amounts due to the Holder from
the Company, the appropriate amount of federal, state and local withholding
taxes attributable to the Holder's exercise of this Option. At the Holder's
election (with the consent of the Committee), the amount required to be withheld
may be satisfied, in whole or in part, by (i) authorizing the Company to
withhold from shares of Common Stock to be issued pursuant to the exercise of
this Option a number of shares with an aggregate Fair Market Value (as defined
in Section 8.2) (as of the date the withholding is effected) that would satisfy
the minimum withholding amount due with respect to such exercise, or (ii)
delivering to the Company a number of shares of Stock with an aggregate Fair
Market Value (as of the date the withholding is effected) that would satisfy the
minimum withholding amount due.

      13.3. REIMBURSEMENT. The Holder further agrees that, if the Company does
not withhold an amount from the Holder's wages sufficient to satisfy the
Company's withholding obligation, the Holder will reimburse the Company on
demand, in cash, for the amount underwithheld.

14. MISCELLANEOUS.

      14.1. Neither the Holder nor any other person shall, by virtue of the
granting of this Option, be deemed for any purpose to be the owner of any shares
of Common Stock subject to this Option or to be entitled to the rights or
privileges of a holder of such shares unless and until this Option has been
exercised pursuant to the terms hereof with respect to such shares and the
Company has issued and delivered the shares to the Holder.

      14.2. This Option is not transferable other than by will or by the laws of
descent and distribution, and is exercisable, during the Holder's lifetime, only
by the Holder.

      14.3. Any notice to be given to the Company hereunder shall be deemed
sufficient if addressed to the Company and delivered at the office of the
President of the Company, or such other address as the Company may hereafter
designate, or when deposited in the mail, postage prepaid, addressed to the
attention of the President of the Company at such office or other address.

      14.4. Any notice to be given to the Holder hereunder shall be deemed
sufficient if addressed to and delivered in person to the Holder at his address
furnished to the Company or when deposited in the mail, postage prepaid,
addressed to the Holder at such address.

      14.5. This Option shall be governed by and construed in accordance with
the laws of The Commonwealth of Massachusetts, without regard to its principles
of conflicts of laws.

      14.6. In the case of a partial exercise of this Option the Holder shall
surrender his copy hereof and such partial exercise shall be noted thereon, if
the Company so requests.

      14.7. This Option is subject to all laws, regulations and orders of any
governmental authority which may be applicable thereto and, notwithstanding any
of the provisions hereof, the Holder agrees that he will not exercise the Option
granted hereby nor will the Company be obligated to issue any shares of



stock hereunder if the exercise thereof or the issuance of such shares, as the
case may be, would constitute a violation by the Holder or the Company of any
such law, regulation or order or any provision thereof.

      14.8. The granting of this Option does not confer upon the Holder any
right to continued employment with the Company or any subsidiary.

      IN WITNESS WHEREOF, the Company has caused this instrument to be executed
in its name and on its behalf as of the date of grant of this Option set forth
above.

                                       BENJAMIN FRANKLIN BANCORP, INC.

                                       By:
                                           -------------------------------------
                                               Thomas R. Venables, President

                               HOLDER'S ACCEPTANCE

      The undersigned hereby accepts the foregoing option and agrees to the
terms and conditions thereof. The undersigned hereby acknowledges receipt of a
copy of the Company's 2006 Stock Incentive Plan.

                                       HOLDER

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

EX-10.8.2

                                                                  EXHIBIT 10.8.2
                                                                       (OFFICER)

                           NON-STATUTORY STOCK OPTION

                                   Granted by

                         BENJAMIN FRANKLIN BANCORP, INC.

                                    under the

            BENJAMIN FRANKLIN BANCORP, INC. 2006 STOCK INCENTIVE PLAN

This Option is and shall be subject in every respect to the provisions of 2006
Stock Incentive Plan, as amended from time to time (the "Plan"), of Benjamin
Franklin Bancorp, Inc. (the "Company"), which is incorporated herein by
reference and made a part hereof. A copy of the Plan is available for review at
the offices of the Company and a copy of the Plan has been provided to each
person granted an Option pursuant to the Plan. The holder of this Option (the
"Holder") hereby accepts this Option subject to all the terms and provisions of
the Plan and agrees that (a) in the event of any conflict between the terms
hereof and those of the Plan, the latter shall prevail, and (b) all decisions
under and interpretations of the Plan by the Compensation Committee
("Committee") or the Board shall be final, binding and conclusive upon the
Holder and the Holder's heirs, legal representatives, successors and permitted
assigns. Except where the context otherwise requires, the term "Company" shall
include the parent and all present and future subsidiaries of the Company as
defined in Section 424(e) and 424(f) of the Internal Revenue Code of 1986, as
amended or replaced from time to time (the "Code").

1.    NAME OF HOLDER: _________________________________________________________

2.    DATE OF GRANT: __________________________________________________________

3.    NUMBER OF SHARES OF COMPANY COMMON STOCK, NO PAR VALUE ("COMMON STOCK")
      FOR WHICH THIS OPTION IS EXERCISABLE: ___________________________________
      (subject to adjustment pursuant to Section 10 below)

4.    EXERCISE PRICE PER SHARE: _______________________________________________
      (subject to adjustment pursuant to Section 10 below)

5.    EXPIRATION DATE OF OPTION: ______________________________________________

6.    VESTING SCHEDULE. Except as otherwise provided in this Agreement, this
      Option may be exercised prior to the Expiration Date in installments as
      follows:

[FIVE YEAR VESTING AS FOLLOWS FOR ALL OPTIONEES EXCEPT FOR MS. BUCKLEY AND MS.
BROADHURST]

            (i)   Twenty percent (20%) of the number of shares subject to the
                  foregoing grant on the first anniversary of the date of grant;
                  and

            (ii)  An additional twenty percent (20%) of the number of shares
                  subject to the foregoing grant on the dates which are the
                  second through fifth annual anniversaries of the date of
                  grant.

[THREE YEAR VESTING AS FOLLOWS FOR MS. BUCKLEY AND MS. BROADHURST]



            (i)   One third (rounded up to 33.34%) of the number of shares
                  subject to the foregoing grant on the first anniversary of the
                  date of grant; and

            (ii)  An additional one third (33.33%) of the number of shares
                  subject to the foregoing grant on the dates which are the
                  second and third annual anniversaries of the date of grant.

      The right of exercise shall be cumulative. This Option may not be
      exercised at any time on or after the Expiration Date. All vesting shall
      cease upon the date of termination of employment. Vesting will
      automatically accelerate pursuant to Sections 9.1(i), 11.1(i) and
      11.1(ii).

7.    EXERCISE PROCEDURE.

      7.1.  DELIVERY OF NOTICE OF EXERCISE. This Option shall be exercised in
            whole or in part by the Holder's delivery to the Company of written
            notice (the "Notice of Exercise") setting forth the number of shares
            with respect to which this Option is to be exercised, together with
            payment by cash, a bank check or other instrument acceptable to the
            Committee in an amount equal to the aggregate exercise price for the
            shares being purchased upon exercise, or by one or more of the
            following methods, if permitted by the Committee, in its discretion:

            (i)   by delivery to the Company of shares of Common Stock that are
                  not then subject to restrictions under any Company plan, which
                  have a Fair Market Value (as defined in Section 7.2) equal in
                  amount to the aggregate exercise price of the shares of Common
                  Stock being purchased upon such exercise,

            (ii)  by delivery to the Company of a properly executed Notice of
                  Exercise along with irrevocable instructions to a broker to
                  promptly deliver to the Company cash or a check payable and
                  acceptable to the Company to pay the aggregate exercise price,
                  provided that in the event the Holder chooses to pay the
                  purchase price as so provided, the Holder and the broker shall
                  comply with such procedures and enter into such agreements of
                  indemnity and other agreements as the Committee shall
                  prescribe as a condition of such payment procedure (including,
                  in the case of a Holder who is an executive officer of the
                  Company, such procedures and agreements as the Committee deems
                  appropriate in order to avoid any extension of credit in the
                  form of a personal loan to such officer). The Company need not
                  act upon such Notice of Exercise until the Company receives
                  full payment of the exercise price,

            (iii) by reducing the number of Option shares otherwise issuable to
                  the Holder upon exercise of the Option by a number of shares
                  having a Fair Market Value equal to such aggregate exercise
                  price, or

            (iv)  by delivery to the Company of such other consideration which
                  the Committee determines is consistent with the purpose of the
                  Plan and with applicable laws (including the Sarbanes-Oxley
                  Act of 2002) and regulations, or by any combination of the
                  means of payment.

      7.2.  "FAIR MARKET VALUE" on any given date means the closing price per
            share of the Common Stock on the trading day immediately preceding
            such date as quoted on NASDAQ or, if applicable, as reported by such
            registered national securities exchange on which the



            Common Stock is listed; provided, that, if there is no trading on
            such date, Fair Market Value shall be deemed to be the closing price
            per share on the last preceding date on which the Common Stock was
            traded. If the Common Stock is not quoted on NASDAQ or listed on any
            registered national securities exchange, the Fair Market Value of
            the Common Stock shall be determined in good faith by the Committee.

8. DELIVERY OF COMMON STOCK; RESERVE.

      8.1.  DELIVERY OF COMMON STOCK. As promptly as practicable after receipt
            by the Company of the Notice of Exercise and payment of exercise
            price pursuant to Section 7 hereof, the Company shall deliver to the
            Holder (or if any other individual or individuals are exercising
            this Option, to such individual or individuals) a certificate
            registered in the name of the Holder (or the names of the other
            individual or individuals exercising this Option) and representing
            the number of shares with respect to which this Option is then being
            exercised; provided, however, that if any law or regulation or order
            of the Securities and Exchange Commission or any other body having
            jurisdiction in the premises shall require the Company or the Holder
            (or the individual or individuals exercising this Option) to take
            any action in connection with the shares then being purchased, the
            date for the delivery of the certificate for such shares shall be
            extended for the period necessary to take and complete such action.
            The Company may imprint upon said certificate such restrictive
            legends as the Committee deems appropriate. Delivery by the Company
            of the certificates for such shares shall be deemed effected for all
            purposes when the Company or a stock transfer agent of the Company
            shall have deposited such certificates in the United States mail,
            addressed to the Holder, at the Holder's last known address on file
            with the Company. The Company will pay all fees or expenses
            necessarily incurred by the Company in connection with the issuance
            and delivery of shares pursuant to the exercise of this Option.

      8.2.  RESERVE. The Company will, at all times while any portion of this
            Option is outstanding, reserve and keep available, out of shares of
            its authorized and unissued Common Stock or shares of Common Stock
            held in treasury, a sufficient number of shares of its Common Stock
            to satisfy the requirements of this Option.

9.    CHANGE IN CONTROL.

      9.1.  In the event of a Change in Control while this Option is
            unexercised, then

            (i)   the vesting of this Option shall be automatically accelerated,
                  effective as of the effective time of the Change in Control
                  (or thirty (30) days preceding the effective date of such
                  Change in Control, if the Committee cancels this Option
                  pursuant to Section 9.2 below), and

            (ii)  subject to Section 9.2 below, after the effective time of such
                  Change in Control, this Option shall remain outstanding and
                  shall be exercisable in full for shares of Common Stock or, if
                  applicable, for shares of such securities, cash or property as
                  the holders of shares of Common Stock received in connection
                  with such Change in Control.

      9.2.  This Option may be cancelled by the Committee as of the effective
            date of any Change in Control provided that (x) prior written notice
            of such cancellation shall be given to the Holder and (y) the Holder
            shall have the right to exercise this Option in full during the
            thirty (30) day period preceding the effective date of such Change
            in Control.



      9.3.  "Change in Control" shall mean the occurrence of any one of the
            following events:

            (i)   If there has occurred a change in control which the Company
                  would be required to report in response to Item 5.01 of Form
                  8-K promulgated under the Securities Exchange Act of 1934, as
                  amended (the "1934 Act"), or, if such regulation is no longer
                  in effect, any regulations promulgated by the Securities and
                  Exchange Commission pursuant to the 1934 Act which are
                  intended to serve similar purposes;

            (ii)  When any "person" (as such term is used in Sections 13(d) and
                  14(d)(2) of the 1934 Act) becomes a "beneficial owner" (as
                  such term is defined in Rule 13d-3 promulgated under the 1934
                  Act), directly or indirectly, of securities of the Company or
                  Benjamin Franklin Bank (the "Bank") representing twenty-five
                  percent (25%) or more of the total number of votes that may be
                  cast for the election of directors of the Company or the Bank,
                  as the case may be;

            (iii) During any period of two consecutive years, individuals who at
                  the beginning of such period constitute the Board of Directors
                  of the Company, and any new director (other than a director
                  designated by a person who has entered into an agreement with
                  the Company to effect a transaction described in Subsection
                  (ii), (iv) or (v) of this Section 9.3) whose election by the
                  Board or nomination for election by the Company's stockholders
                  was approved by a vote of at least two-thirds (2/3) of the
                  directors then still in office who either were directors at
                  the beginning of the period or whose election or nomination
                  for election was previously so approved, cease for any reason
                  to constitute at least a majority of the Board of Directors of
                  the Company;

            (iv)  The stockholders of the Company approve a merger, share
                  exchange or consolidation ("merger or consolidation") of the
                  Company with any other corporation, other than (a) a merger or
                  consolidation which would result in the voting securities of
                  the Company outstanding immediately prior thereto continuing
                  to represent (either by remaining outstanding or by being
                  converted into voting securities of the surviving entity) more
                  than 70% of the combined voting power of the voting securities
                  of the Company or such surviving entity outstanding
                  immediately after such merger or consolidation or (b) a merger
                  or consolidation effected to implement a recapitalization of
                  the Company (or similar transaction) in which no "person" (as
                  hereinabove defined) acquires more than 30% of the combined
                  voting power of the Company's then outstanding securities; or

            (v)   The stockholders of the Company or the Bank approve a plan of
                  complete liquidation of the Company or the Bank or an
                  agreement for the sale or disposition by the Company or the
                  Bank of all or substantially all of the Company's or the
                  Bank's assets.

10. ADJUSTMENT PROVISIONS.

      10.1. GENERAL. If the Company effects a stock dividend, stock split or
            similar change in capitalization affecting the Common Stock, the
            Committee will make appropriate adjustments in (i) the number and
            kind of shares subject to this Option, and (ii) the option or
            purchase price in respect of such shares.

      10.2. MERGERS, CONSOLIDATION, DISTRIBUTIONS, LIQUIDATIONS. In the event of
            any merger, consolidation, dissolution or liquidation of the
            Company, the Committee in its sole discretion may make such
            substitution or adjustment in the number and purchase price of



            shares subject to this Option as it may determine and as may be
            permitted by the terms of such transaction, or accelerate, amend or
            terminate this Option upon such terms and conditions as it shall
            provide (which, in the case of the termination of the vested portion
            of this Option, shall require payment or other consideration which
            the Committee deems equitable in the circumstances, subject,
            however, to the provisions of Section 9).

11. TERMINATION OF OPTION.

      11.1. This Option shall terminate upon the Expiration Date, or earlier as
            follows:

            (i)   DEATH. This Option shall vest and become exercisable in full
                  if the Holder's employment with the Company is terminated by
                  reason of the Holder's death while this option is unexercised.
                  This Option may thereafter be exercised by the legal
                  representative or legatee of the Holder for a period of one
                  year from the date of death, subject to termination on the
                  Expiration Date of this Option, if earlier.

            (ii)  DISABILITY. This Option shall vest and become exercisable in
                  full if the Holder's employment with the Company is terminated
                  by reason of Disability (as defined in the Plan) while this
                  option is unexercised. This Option may thereafter be exercised
                  for a period of one year from the date of such termination of
                  employment by reason of Disability, subject to termination on
                  the Expiration Date, if earlier. The death of the Holder
                  during the one-year period for exercise of this Option
                  provided in this Section 11.1(ii) shall extend such period for
                  one year from the date of death, subject to termination on the
                  Expiration Date, if earlier. The Committee shall have sole
                  authority and discretion to determine whether the Holder's
                  employment has been terminated by reason of Disability.

            (iii) NORMAL RETIREMENT. If the Holder's employment with the Company
                  terminates by reason of Normal Retirement (as defined in the
                  Plan) while this Option is unexercised, this Option may
                  thereafter be exercised, to the extent it was vested and
                  exercisable at the time of such termination of employment, for
                  a period of ninety (90) days from the date of such termination
                  of employment, subject to termination on the Expiration Date,
                  if earlier. The death of the Holder during the ninety-day
                  period for the exercise of this Option provided in this
                  Section 11.1(iii) shall extend such exercise period for one
                  year from the date of death, subject to termination on the
                  Expiration Date, if earlier. The Committee shall have sole
                  authority and discretion to determine whether the Holder's
                  employment has been terminated by reason of Normal Retirement.

            (iv)  TERMINATION FOR CAUSE. If the Holder's employment by the
                  Company has been terminated for Cause (as defined in the
                  Plan), this Option shall immediately terminate and be of no
                  further force and effect; provided, however, that the
                  Committee may, in its sole discretion, provide that such
                  Option can be exercised for a period of up to ninety (90) days
                  from the date of termination of employment, subject to
                  termination on the Expiration Date, if earlier. The Board of
                  Directors shall have sole authority and discretion to
                  determine whether the Holder's employment has been terminated
                  for Cause.

            (v)   OTHER TERMINATION. If the Holder's employment by the Company
                  terminates for any reason other than death, Disability, Normal
                  Retirement or for Cause, this Option may thereafter be
                  exercised, to the extent it was exercisable at the time of
                  such termination,



                  for a period of thirty (30) days from the last day of the
                  Holder's employment, subject to termination on the Expiration
                  Date, if earlier.

12.   TAX WITHHOLDING.

      12.1. WITHHOLDING. The Holder hereby agrees that the Company may withhold
            from the Holder's wages, or other amounts due to the Holder from the
            Company, the appropriate amount of federal, state and local
            withholding taxes attributable to the Holder's exercise of this
            Option. At the Holder's election (with the consent of the
            Committee), the amount required to be withheld may be satisfied, in
            whole or in part, by (i) authorizing the Company to withhold from
            shares of Common Stock to be issued pursuant to the exercise of this
            Option a number of shares with an aggregate Fair Market Value (as
            defined in Section 7.2) (as of the date the withholding is effected)
            that would satisfy the minimum withholding amount due with respect
            to such exercise, or (ii) delivering to the Company a number of
            shares of Stock with an aggregate Fair Market Value (as of the date
            the withholding is effected) that would satisfy the minimum
            withholding amount due.

      12.2. REIMBURSEMENT. The Holder further agrees that, if the Company does
            not withhold an amount from the Holder's wages sufficient to satisfy
            the Company's withholding obligation, the Holder will reimburse the
            Company on demand, in cash, for the amount underwithheld.

13.   MISCELLANEOUS.

      13.1. Neither the Holder nor any other person shall, by virtue of the
            granting of this Option, be deemed for any purpose to be the owner
            of any shares of Common Stock subject to this Option or to be
            entitled to the rights or privileges of a holder of such shares
            unless and until this Option has been exercised pursuant to the
            terms hereof with respect to such shares and the Company has issued
            and delivered the shares to the Holder.

      13.2. This Option is not transferable other than by will or by the laws of
            descent and distribution, and is exercisable, during the Holder's
            lifetime, only by the Holder.

      13.3. Any notice to be given to the Company hereunder shall be deemed
            sufficient if addressed to the Company and delivered at the office
            of the President of the Company, or such other address as the
            Company may hereafter designate, or when deposited in the mail,
            postage prepaid, addressed to the attention of the President of the
            Company at such office or other address.

      13.4. Any notice to be given to the Holder hereunder shall be deemed
            sufficient if addressed to and delivered in person to the Holder at
            his address furnished to the Company or when deposited in the mail,
            postage prepaid, addressed to the Holder at such address.

      13.5. This Option shall be governed by and construed in accordance with
            the laws of The Commonwealth of Massachusetts, without regard to its
            principles of conflicts of laws.

      13.6. In the case of a partial exercise of this Option the Holder shall
            surrender his copy hereof and such partial exercise shall be noted
            thereon, if the Company so requests.

      13.7. This Option is subject to all laws, regulations and orders of any
            governmental authority which may be applicable thereto and,
            notwithstanding any of the provisions hereof, the



            Holder agrees that he will not exercise the Option granted hereby
            nor will the Company be obligated to issue any shares of stock
            hereunder if the exercise thereof or the issuance of such shares, as
            the case may be, would constitute a violation by the Holder or the
            Company of any such law, regulation or order or any provision
            thereof.

      13.8. The granting of this Option does not confer upon the Holder any
            right to continued employment with the Company or any subsidiary.

      IN WITNESS WHEREOF, the Company has caused this instrument to be executed
in its name and on its behalf as of the date of grant of this Option set forth
above.

                                          BENJAMIN FRANKLIN BANCORP, INC.

                                          By:
                                              ---------------------------------
                                                Thomas R. Venables, President

                               HOLDER'S ACCEPTANCE

      The undersigned hereby accepts the foregoing option and agrees to the
terms and conditions thereof. The undersigned hereby acknowledges receipt of a
copy of the Company's 2006 Stock Incentive Plan.

                                          HOLDER

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

EX-10.8.3

                                                                  EXHIBIT 10.8.3
                                                                      (DIRECTOR)

                           NON-STATUTORY STOCK OPTION

                                   Granted by

                         BENJAMIN FRANKLIN BANCORP, INC.

                                    under the

            BENJAMIN FRANKLIN BANCORP, INC. 2006 STOCK INCENTIVE PLAN

This Option is and shall be subject in every respect to the provisions of 2006
Stock Incentive Plan, as amended from time to time (the "Plan"), of Benjamin
Franklin Bancorp, Inc. (the "Company"), which is incorporated herein by
reference and made a part hereof. A copy of the Plan is available for review at
the offices of the Company and a copy of the Plan has been provided to each
person granted an Option pursuant to the Plan. The holder of this Option (the
"Holder") hereby accepts this Option subject to all the terms and provisions of
the Plan and agrees that (a) in the event of any conflict between the terms
hereof and those of the Plan, the latter shall prevail, and (b) all decisions
under and interpretations of the Plan by the Compensation Committee
("Committee") or the Board shall be final, binding and conclusive upon the
Holder and the Holder's heirs, legal representatives, successors and permitted
assigns. Except where the context otherwise requires, the term "Company" shall
include the parent and all present and future subsidiaries of the Company as
defined in Section 424(e) and 424(f) of the Internal Revenue Code of 1986, as
amended or replaced from time to time (the "Code").

1.    NAME OF HOLDER: _________________________________________________________

2.    DATE OF GRANT: __________________________________________________________

3.    NUMBER OF SHARES OF COMPANY COMMON STOCK, NO PAR VALUE ("COMMON STOCK")
      FOR WHICH THIS OPTION IS EXERCISABLE: ___________________________________
      (subject to adjustment pursuant to Section 10 below)

4.    EXERCISE PRICE PER SHARE: _______________________________________________
      (subject to adjustment pursuant to Section 10 below)

5.    EXPIRATION DATE OF OPTION: ______________________________________________

6.    VESTING SCHEDULE. Except as otherwise provided in this Agreement, this
      Option may be exercised prior to the Expiration Date in installments as
      follows:

            (i)   Twenty percent (20%) of the number of shares subject to the
                  foregoing grant on the first anniversary of the date of grant;
                  and

            (ii)  An additional twenty percent (20%) of the number of shares
                  subject to the foregoing grant on the dates which are the
                  second through fifth annual anniversaries of the date of
                  grant.

      The right of exercise shall be cumulative. This Option may not be
      exercised at any time on or after the Expiration Date. Vesting will
      automatically accelerate pursuant to Sections 9.1(i), 11.1(i), 11.1(ii)
      and 11.1(iii).



7.    EXERCISE PROCEDURE.

      7.1.  DELIVERY OF NOTICE OF EXERCISE. This Option shall be exercised in
            whole or in part by the Holder's delivery to the Company of written
            notice (the "Notice of Exercise") setting forth the number of shares
            with respect to which this Option is to be exercised, together with
            payment by cash, a bank check or other instrument acceptable to the
            Committee in an amount equal to the aggregate exercise price for the
            shares being purchased upon exercise, or by one or more of the
            following methods, if permitted by the Committee, in its discretion:

            (i)   by delivery to the Company of shares of Common Stock that are
                  not then subject to restrictions under any Company plan, which
                  have a Fair Market Value (as defined in Section 7.2) equal in
                  amount to the aggregate exercise price of the shares of Common
                  Stock being purchased upon such exercise,

            (ii)  by delivery to the Company of a properly executed Notice of
                  Exercise along with irrevocable instructions to a broker to
                  promptly deliver to the Company cash or a check payable and
                  acceptable to the Company to pay the aggregate exercise price,
                  provided that in the event the Holder chooses to pay the
                  purchase price as so provided, the Holder and the broker shall
                  comply with such procedures and enter into such agreements of
                  indemnity and other agreements as the Committee shall
                  prescribe as a condition of such payment procedure (including,
                  in the case of a Holder who is an executive officer of the
                  Company, such procedures and agreements as the Committee deems
                  appropriate in order to avoid any extension of credit in the
                  form of a personal loan to such officer). The Company need not
                  act upon such Notice of Exercise until the Company receives
                  full payment of the exercise price,

            (iii) by reducing the number of Option shares otherwise issuable to
                  the Holder upon exercise of the Option by a number of shares
                  having a Fair Market Value equal to such aggregate exercise
                  price, or

            (iv)  by delivery to the Company of such other consideration which
                  the Committee determines is consistent with the purpose of the
                  Plan and with applicable laws (including the Sarbanes-Oxley
                  Act of 2002) and regulations, or by any combination of the
                  means of payment.

      7.2.  "FAIR MARKET VALUE" on any given date means the closing price per
            share of the Common Stock on the trading day immediately preceding
            such date as quoted on NASDAQ or, if applicable, as reported by such
            registered national securities exchange on which the Common Stock is
            listed; provided, that, if there is no trading on such date, Fair
            Market Value shall be deemed to be the closing price per share on
            the last preceding date on which the Common Stock was traded. If the
            Common Stock is not quoted on NASDAQ or listed on any registered
            national securities exchange, the Fair Market Value of the Common
            Stock shall be determined in good faith by the Committee.

8.    DELIVERY OF COMMON STOCK; RESERVE.

      8.1.  DELIVERY OF COMMON STOCK. As promptly as practicable after receipt
            by the Company of the Notice of Exercise and payment of exercise
            price pursuant to Section 7 hereof, the Company shall deliver to the
            Holder (or if any other individual or individuals are exercising
            this Option, to such individual or individuals) a certificate
            registered in the



            name of the Holder (or the names of the other individual or
            individuals exercising this Option) and representing the number of
            shares with respect to which this Option is then being exercised;
            provided, however, that if any law or regulation or order of the
            Securities and Exchange Commission or any other body having
            jurisdiction in the premises shall require the Company or the Holder
            (or the individual or individuals exercising this Option) to take
            any action in connection with the shares then being purchased, the
            date for the delivery of the certificate for such shares shall be
            extended for the period necessary to take and complete such action.
            The Company may imprint upon said certificate such restrictive
            legends as the Committee deems appropriate. Delivery by the Company
            of the certificates for such shares shall be deemed effected for all
            purposes when the Company or a stock transfer agent of the Company
            shall have deposited such certificates in the United States mail,
            addressed to the Holder, at the Holder's last known address on file
            with the Company. The Company will pay all fees or expenses
            necessarily incurred by the Company in connection with the issuance
            and delivery of shares pursuant to the exercise of this Option.

      8.2.  RESERVE. The Company will, at all times while any portion of this
            Option is outstanding, reserve and keep available, out of shares of
            its authorized and unissued Common Stock or shares of Common Stock
            held in treasury, a sufficient number of shares of its Common Stock
            to satisfy the requirements of this Option.

9.    CHANGE IN CONTROL.

      9.1.  In the event of a Change in Control while this Option is
            unexercised, then

            (i)   the vesting of this Option shall be automatically accelerated,
                  effective as of the effective time of the Change in Control
                  (or thirty (30) days preceding the effective date of such
                  Change in Control, if the Committee cancels this Option
                  pursuant to Section 9.2 below), and

            (ii)  subject to Section 9.2 below, after the effective time of such
                  Change in Control, this Option shall remain outstanding and
                  shall be exercisable in full for shares of Common Stock or, if
                  applicable, for shares of such securities, cash or property as
                  the holders of shares of Common Stock received in connection
                  with such Change in Control.

      9.2.  This Option may be cancelled by the Committee as of the effective
            date of any Change in Control provided that (x) prior written notice
            of such cancellation shall be given to the Holder and (y) the Holder
            shall have the right to exercise this Option in full during the
            thirty (30) day period preceding the effective date of such Change
            in Control.

      9.3.  "Change in Control" shall mean the occurrence of any one of the
            following events:

            (i)   If there has occurred a change in control which the Company
                  would be required to report in response to Item 5.01 of Form
                  8-K promulgated under the Securities Exchange Act of 1934, as
                  amended (the "1934 Act"), or, if such regulation is no longer
                  in effect, any regulations promulgated by the Securities and
                  Exchange Commission pursuant to the 1934 Act which are
                  intended to serve similar purposes;

            (ii)  When any "person" (as such term is used in Sections 13(d) and
                  14(d)(2) of the 1934 Act) becomes a "beneficial owner" (as
                  such term is defined in Rule 13d-3 promulgated under the 1934
                  Act), directly or indirectly, of securities of the Company



                  or Benjamin Franklin Bank (the "Bank") representing
                  twenty-five percent (25%) or more of the total number of votes
                  that may be cast for the election of directors of the Company
                  or the Bank, as the case may be;

            (iii) During any period of two consecutive years, individuals who at
                  the beginning of such period constitute the Board of Directors
                  of the Company, and any new director (other than a director
                  designated by a person who has entered into an agreement with
                  the Company to effect a transaction described in Subsection
                  (ii), (iv) or (v) of this Section 9.3) whose election by the
                  Board or nomination for election by the Company's stockholders
                  was approved by a vote of at least two-thirds (2/3) of the
                  directors then still in office who either were directors at
                  the beginning of the period or whose election or nomination
                  for election was previously so approved, cease for any reason
                  to constitute at least a majority of the Board of Directors of
                  the Company;

            (iv)  The stockholders of the Company approve a merger, share
                  exchange or consolidation ("merger or consolidation") of the
                  Company with any other corporation, other than (a) a merger or
                  consolidation which would result in the voting securities of
                  the Company outstanding immediately prior thereto continuing
                  to represent (either by remaining outstanding or by being
                  converted into voting securities of the surviving entity) more
                  than 70% of the combined voting power of the voting securities
                  of the Company or such surviving entity outstanding
                  immediately after such merger or consolidation or (b) a merger
                  or consolidation effected to implement a recapitalization of
                  the Company (or similar transaction) in which no "person" (as
                  hereinabove defined) acquires more than 30% of the combined
                  voting power of the Company's then outstanding securities; or

            (v)   The stockholders of the Company or the Bank approve a plan of
                  complete liquidation of the Company or the Bank or an
                  agreement for the sale or disposition by the Company or the
                  Bank of all or substantially all of the Company's or the
                  Bank's assets.

10.   ADJUSTMENT PROVISIONS.

      10.1. GENERAL. If the Company effects a stock dividend, stock split or
            similar change in capitalization affecting the Common Stock, the
            Committee will make appropriate adjustments in (i) the number and
            kind of shares subject to this Option, and (ii) the option or
            purchase price in respect of such shares.

      10.2. MERGERS, CONSOLIDATION, DISTRIBUTIONS, LIQUIDATIONS. In the event of
            any merger, consolidation, dissolution or liquidation of the
            Company, the Committee in its sole discretion may make such
            substitution or adjustment in the number and purchase price of
            shares subject to this Option as it may determine and as may be
            permitted by the terms of such transaction, or accelerate, amend or
            terminate this Option upon such terms and conditions as it shall
            provide (which, in the case of the termination of the vested portion
            of this Option, shall require payment or other consideration which
            the Committee deems equitable in the circumstances, subject,
            however, to the provisions of Section 9).

11.   TERMINATION OF OPTION.

      11.1. This Option shall terminate upon the Expiration Date, or earlier as
            follows:



            (i)   DEATH. This Option shall vest and become exercisable in full
                  if the Holder's service on the Company's Board of Directors is
                  terminated by reason of the Holder's death while this option
                  is unexercised. This Option may thereafter be exercised by the
                  legal representative or legatee of the Holder for a period of
                  one year from the date of death, subject to termination on the
                  Expiration Date of this Option, if earlier.

            (ii)  DISABILITY. This Option shall vest and become exercisable in
                  full if the Holder's service on the Company's Board of
                  Directors is terminated by reason of Disability (as defined in
                  the Plan) while this option is unexercised. This Option may
                  thereafter be exercised for a period of one year from the date
                  of such termination of service on the Board by reason of
                  Disability, subject to termination on the Expiration Date, if
                  earlier. The death of the Holder during the one-year period
                  for exercise of this Option provided in this Section 11.1(ii)
                  shall extend such period for one year from the date of death,
                  subject to termination on the Expiration Date, if earlier. The
                  Committee shall have sole authority and discretion to
                  determine whether the Holder's service has been terminated by
                  reason of Disability.

            (iii) MANDATORY RETIREMENT FROM THE BOARD OF DIRECTORS. If the
                  Holder's service on the Board of Directors of the Company
                  terminates by reason of retirement at the mandatory retirement
                  age set forth in the Company's by-laws while this Option is
                  unexercised, this Option shall vest and become exercisable in
                  full, and may thereafter be exercised for a period of one year
                  from the date of such termination of service, subject to
                  termination on the Expiration Date, if earlier.

            (iv)  TERMINATION FOR CAUSE. If the Holder's service on the
                  Company's Board of Directors has been terminated for Cause (as
                  defined in the Plan), this Option shall immediately terminate
                  and be of no further force and effect; provided, however, that
                  the Committee may, in its sole discretion, provide that such
                  Option can be exercised for a period of up to ninety (90) days
                  from the date of termination of service, subject to
                  termination on the Expiration Date, if earlier. The Board of
                  Directors shall have sole authority and discretion to
                  determine whether the Holder's service has been terminated for
                  Cause.

            (v)   OTHER TERMINATION. If the Holder's service on the Company's
                  Board of Directors terminates for any reason other than death,
                  Disability, mandatory retirement or for Cause, this Option may
                  thereafter be exercised, to the extent it was exercisable at
                  the time of such termination, for a period of ninety (90) days
                  from the last day of the Holder's service on the Board,
                  subject to termination on the Expiration Date, if earlier.

12.   MISCELLANEOUS.

      12.1. Neither the Holder nor any other person shall, by virtue of the
            granting of this Option, be deemed for any purpose to be the owner
            of any shares of Common Stock subject to this Option or to be
            entitled to the rights or privileges of a holder of such shares
            unless and until this Option has been exercised pursuant to the
            terms hereof with respect to such shares and the Company has issued
            and delivered the shares to the Holder.

      12.2. This Option is not transferable other than by will or by the laws of
            descent and distribution, and is exercisable, during the Holder's
            lifetime, only by the Holder.



      12.3. Any notice to be given to the Company hereunder shall be deemed
            sufficient if addressed to the Company and delivered at the office
            of the President of the Company, or such other address as the
            Company may hereafter designate, or when deposited in the mail,
            postage prepaid, addressed to the attention of the President of the
            Company at such office or other address.

      12.4. Any notice to be given to the Holder hereunder shall be deemed
            sufficient if addressed to and delivered in person to the Holder at
            his address furnished to the Company or when deposited in the mail,
            postage prepaid, addressed to the Holder at such address.

      12.5. This Option shall be governed by and construed in accordance with
            the laws of The Commonwealth of Massachusetts, without regard to its
            principles of conflicts of laws.

      12.6. In the case of a partial exercise of this Option the Holder shall
            surrender his copy hereof and such partial exercise shall be noted
            thereon, if the Company so requests.

      12.7. This Option is subject to all laws, regulations and orders of any
            governmental authority which may be applicable thereto and,
            notwithstanding any of the provisions hereof, the Holder agrees that
            he will not exercise the Option granted hereby nor will the Company
            be obligated to issue any shares of stock hereunder if the exercise
            thereof or the issuance of such shares, as the case may be, would
            constitute a violation by the Holder or the Company of any such law,
            regulation or order or any provision thereof.

      12.8. The granting of this Option does not confer upon the Holder any
            right to continued service on the Company's Board of Directors.

      IN WITNESS WHEREOF, the Company has caused this instrument to be executed
in its name and on its behalf as of the date of grant of this Option set forth
above.

                                           BENJAMIN FRANKLIN BANCORP, INC.

                                           By:
                                               --------------------------------
                                                 Thomas R. Venables, President

                               HOLDER'S ACCEPTANCE

      The undersigned hereby accepts the foregoing option and agrees to the
terms and conditions thereof. The undersigned hereby acknowledges receipt of a
copy of the Company's 2006 Stock Incentive Plan.

                                           HOLDER

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

EX-10.8.4

                                                                  EXHIBIT 10.8.4
                                                                       (OFFICER)

                         BENJAMIN FRANKLIN BANCORP, INC.

                        RESTRICTED STOCK AWARD AGREEMENT

      1. RESTRICTED STOCK AWARD. Benjamin Franklin Bancorp, Inc. (the "COMPANY")
has granted to the following person (the "GRANTEE") a Restricted Stock award
(the "AWARD"), pursuant to the Company's 2006 Stock Incentive Plan (the "PLAN"),
of the number of shares (the "SHARES") of Common Stock ("COMMON STOCK") of the
Company set forth opposite the Grantee's name below, subject to the terms and
conditions of this Agreement and the Plan. Except where the context otherwise
requires, the term "Company" shall include the parent and all present and future
subsidiaries of the Company as defined in Sections 424(e) and 424(f) of the
Internal Revenue Code of 1986, as amended or replaced from time to time (the
"CODE").

            NAME OF GRANTEE: __________________________________________________

            NUMBER OF SHARES OF COMMON STOCK GRANTED: _________________________

            DATE OF GRANT: ____________________________________________________

      2. FORFEITABLE SHARES AND RETAINABLE SHARES. All Shares shall be deemed to
be "FORFEITABLE SHARES" until the Company's right of Forfeiture, described in
Section 4, below, has expired (and the Grantee's right to retain such shares has
accrued) in accordance with the Stock Retention Schedule set forth in Section 3.
Forfeitable Shares shall be subject to Forfeiture as described in Section 4,
below. "RETAINABLE SHARES" are Shares held by the Grantee as to which the
Company's right of Forfeiture has expired (and the Grantee's right to retain has
accrued) based on the Stock Retention Schedule. All certificates representing
Forfeitable Shares shall remain in the possession of the Company until such
shares become Retainable Shares in accordance with the terms of this Agreement.
The Company shall deliver to the Grantee a certificate representing the
Grantee's Retainable Shares promptly after such Shares become Retainable Shares.

      3. RETAINABLE SHARES; STOCK RETENTION SCHEDULE. The Company's right of
Forfeiture shall expire and the Shares shall become Retainable Shares in
accordance with the following Stock Retention Schedule:

[FIVE YEAR VESTING AS FOLLOWS FOR ALL GRANTEES EXCEPT FOR MS. BUCKLEY AND MS.
BROADHURST]

            (a) Twenty percent (20%) of the total number of Shares shall become
Retainable Shares on the first anniversary of the Date of Grant; and

            (b) An additional twenty percent (20%) of the total number of Shares
shall become Retainable Shares on the second through fifth anniversaries of the
Date of Grant.

[THREE YEAR VESTING AS FOLLOWS FOR MS. BUCKLEY AND MS. BROADHURST]



            (a) One third (rounded up to 33.34%) of the total number of Shares
shall become Retainable Shares on the first anniversary of the Date of Grant;
and

            (b) An additional one third (33.33%) of the total number of Shares
shall become Retainable Shares on the second and third anniversaries of the Date
of Grant.

4. FORFEITURE OF SHARES.

            (a) FORFEITURE. If for any reason the Grantee ceases to be employed
by the Company for any reason (other than the Grantee's death or Disability)
before the end of the term of the Stock Retention Schedule, then all Shares
which as of the date of such termination of employment constitute Forfeitable
Shares shall be forfeited to the Company ("FORFEITURE") without payment of any
consideration by the Company. There shall be no further accruals under the Stock
Retention Schedule (and no further Forfeitable Shares shall become Retainable
Shares) from and after the date of any such termination of employment.

            (b) DEATH OR DISABILITY. In the event of the death or Disability (as
defined in the Plan) of the Grantee before the expiration of the Stock Retention
Schedule, then the vesting of the Shares under the Stock Retention Schedule
shall be automatically accelerated in full so that all of the Shares shall
become Retainable Shares, effective as of the date of death or Disability.

            (c) FORFEITURE OF FORFEITABLE SHARES. The Grantee's rights in all
Forfeitable Shares shall terminate automatically on the date of the Grantee's
termination of employment, and the Company may thereupon cancel the certificate
or certificates representing such Forfeitable Shares on its books. In the event
that the certificates then being held by the Company under this Agreement
represent Retainable Shares as well as Forfeitable Shares, the Company shall
issue to the Grantee a replacement certificate for such Retainable Shares.

            (d) NONTRANSFERABILITY OF FORFEITABLE SHARES. No Forfeitable Shares
may be transferred, assigned, pledged or hypothecated in any way (whether by
operation of law or otherwise). Upon any attempt to transfer, assign, pledge,
hypothecate or otherwise dispose of any Forfeitable Shares, or upon the levy of
any attachment or similar process upon Forfeitable Shares, the Company shall
have a right of Forfeiture with respect to such Forfeitable Shares.

            (e) OTHER LIMITATIONS. All Retainable Shares shall remain subject to
the other restrictions contained in this Agreement.

      5. NO SPECIAL EMPLOYMENT RIGHTS. Nothing contained in the Plan or this
Agreement shall confer upon the Grantee any right with respect to the
continuation of his or her employment by the Company or interfere in any way
with the right of the Company at any time to terminate such employment or to
increase or decrease the Grantee's compensation.

      6. RIGHTS AS A SHAREHOLDER. The Grantee shall have the rights of a
shareholder with respect to all of the Forfeitable Shares and the Retainable
Shares held by the Grantee (including, without limitation, any rights to vote
and to receive dividends or non-cash distributions with respect to such shares)
unless and until the Company exercises its right of Forfeiture as to any or all
of the Forfeitable Shares in accordance with Section 4.



      7. CHANGE IN CONTROL.

            (a) In the event a Change in Control occurs before the expiration of
the Stock Retention Schedule, then the Stock Retention Schedule shall be
automatically accelerated so that all Shares shall become Retainable Shares,
effective as of the effective time of the Change in Control (or such earlier
date as may be specified by the Committee).

            (b) A "CHANGE IN CONTROL" shall mean the occurrence of any one of
the following events:

                  (i) If there has occurred a change in control which the
Company would be required to report in response to Item 5.01 of Form 8-K
promulgated under the Securities Exchange Act of 1934, as amended (the "1934
Act"), or, if such regulation is no longer in effect, any regulations
promulgated by the Securities and Exchange Commission pursuant to the 1934 Act
which are intended to serve similar purposes;

                  (ii) When any "person" (as such term is used in Sections 13(d)
and 14(d)(2) of the 1934 Act) becomes a "beneficial owner" (as such term is
defined in Rule 13d-3 promulgated under the 1934 Act), directly or indirectly,
of securities of the Company or Benjamin Franklin Bank (the "Bank") representing
twenty-five percent (25%) or more of the total number of votes that may be cast
for the election of directors of the Company or the Bank, as the case may be;

                  (iii) During any period of two consecutive years, individuals
who at the beginning of such period constitute the Board of Directors of the
Company, and any new director (other than a director designated by a person who
has entered into an agreement with the Company to effect a transaction described
in Subsection (ii), (iv) or (v) of this Section 7(b)) whose election by the
Board or nomination for election by the Company's stockholders was approved by a
vote of at least two-thirds (2/3) of the directors then still in office who
either were directors at the beginning of the period or whose election or
nomination for election was previously so approved, cease for any reason to
constitute at least a majority of the Board of Directors of the Company;

                  (iv) The stockholders of the Company approve a merger, share
exchange or consolidation ("merger or consolidation") of the Company with any
other corporation, other than (a) a merger or consolidation which would result
in the voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) more than 70% of the combined
voting power of the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation or (b) a merger or
consolidation effected to implement a recapitalization of the Company (or
similar transaction) in which no "person" (as hereinabove defined) acquires more
than 30% of the combined voting power of the Company's then outstanding
securities; or

                  (v) The stockholders of the Company or the Bank approve a plan
of complete liquidation of the Company or the Bank or an agreement for the sale
or disposition by the Company or the Bank of all or substantially all of the
Company's or the Bank's assets.



      8. AVAILABILITY OF TAX ELECTION. The Grantee acknowledges that the Company
has advised the Grantee of the possibility of making an election under Section
83(b) of the Code with respect to the Award of the Shares and has recommended
that the Grantee consult a qualified tax advisor regarding the desirability of
making such an election in light of the Grantee's individual circumstances.

      9. MISCELLANEOUS.

            (a) Except as provided herein, this Agreement may not be amended or
otherwise modified unless evidenced in writing and signed by the Company and the
Grantee.

            (b) Any notice to be given to the Company hereunder shall be deemed
sufficient if addressed to the Company and delivered at the office of the
President of the Company, or such other address as the Company may hereafter
designate, or when deposited in the mail, postage prepaid, addressed to the
attention of the President of the Company at such office or other address. Any
notice to be given to the Grantee hereunder shall be deemed sufficient if
addressed to and delivered in person to the Grantee at his address furnished to
the Company or when deposited in the mail, postage prepaid, addressed to the
Grantee at such address.

            (c) This Agreement shall be governed by and construed in accordance
with the laws of The Commonwealth of Massachusetts, without regard to its
principles of conflicts of laws.

            (d) This Agreement is and shall be subject in every respect to the
provisions of the Plan, as amended from time to time, which is incorporated
herein by reference and made a part hereof.

            (e) This Agreement is executed in two (2) counterpart originals, one
(1) to be retained by the Grantee and one (1) to be retained by the Company.

                                    BENJAMIN FRANKLIN BANCORP, INC.

                                    By:
                                        ---------------------------------------
                                               Thomas R. Venables, President

                                    Address:  58 Main Street
                                              Franklin, Massachusetts 02038

                              GRANTEE'S ACCEPTANCE

      The undersigned hereby accepts the grant of the Award described in this
Agreement and agrees to the terms and conditions thereof. The undersigned hereby
acknowledges receipt of a copy of the Company's 2006 Stock Incentive Plan.

                                    GRANTEE

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

EX-10.8.5

                                                                  EXHIBIT 10.8.5
                                                                      (DIRECTOR)

                         BENJAMIN FRANKLIN BANCORP, INC.

                        RESTRICTED STOCK AWARD AGREEMENT

      1. RESTRICTED STOCK AWARD. Benjamin Franklin Bancorp, Inc. (the "COMPANY")
has granted to the following person (the "GRANTEE") a Restricted Stock award
(the "AWARD"), pursuant to the Company's 2006 Stock Incentive Plan (the "PLAN"),
of the number of shares (the "SHARES") of Common Stock ("COMMON STOCK") of the
Company set forth opposite the Grantee's name below, subject to the terms and
conditions of this Agreement and the Plan. Except where the context otherwise
requires, the term "Company" shall include the parent and all present and future
subsidiaries of the Company as defined in Sections 424(e) and 424(f) of the
Internal Revenue Code of 1986, as amended or replaced from time to time (the
"CODE").

            NAME OF GRANTEE: __________________________________________________

            NUMBER OF SHARES OF COMMON STOCK GRANTED: _________________________

            DATE OF GRANT: ____________________________________________________

      2. FORFEITABLE SHARES AND RETAINABLE SHARES. All Shares shall be deemed to
be "FORFEITABLE SHARES" until the Company's right of Forfeiture, described in
Section 4, below, has expired (and the Grantee's right to retain such shares has
accrued) in accordance with the Stock Retention Schedule set forth in Section 3.
Forfeitable Shares shall be subject to Forfeiture as described in Section 4,
below. "RETAINABLE SHARES" are Shares held by the Grantee as to which the
Company's right of Forfeiture has expired (and the Grantee's right to retain has
accrued) based on the Stock Retention Schedule. All certificates representing
Forfeitable Shares shall remain in the possession of the Company until such
shares become Retainable Shares in accordance with the terms of this Agreement.
The Company shall deliver to the Grantee a certificate representing the
Grantee's Retainable Shares promptly after such Shares become Retainable Shares.

      3. RETAINABLE SHARES; STOCK RETENTION SCHEDULE. The Company's right of
Forfeiture shall expire and the Shares shall become Retainable Shares in
accordance with the following Stock Retention Schedule:

            (a) Twenty percent (20%) of the total number of Shares shall become
Retainable Shares on the first anniversary of the Date of Grant; and

            (b) An additional twenty percent (20%) of the total number of Shares
shall become Retainable Shares on the second through fifth anniversaries of the
Date of Grant.

      4. FORFEITURE OF SHARES.

            (a) FORFEITURE. If for any reason the Grantee membership on the
Company's Board of Directors terminates for any reason (other than the Grantee's
death, Disability or retirement at the mandatory retirement age set forth in the
Company's by-laws) before the end of the term of the Stock Retention Schedule,
then all Shares which as of the date of such



termination constitute Forfeitable Shares shall be forfeited to the Company
("FORFEITURE") without payment of any consideration by the Company. There shall
be no further accruals under the Stock Retention Schedule (and no further
Forfeitable Shares shall become Retainable Shares) from and after the date of
any such termination.

            (b) DEATH OR DISABILITY. In the event of the death or Disability (as
defined in the Plan) of the Grantee before the expiration of the Stock Retention
Schedule, then the vesting of the Shares under the Stock Retention Schedule
shall be automatically accelerated in full so that all of the Shares shall
become Retainable Shares, effective as of the date of death or Disability.

            (c) MANDATORY RETIREMENT. . In the event that the Grantee's service
on the Board of Directors terminates by reason of retirement at the mandatory
retirement age set forth in the Company's by-laws before the expiration of the
Stock Retention Schedule, then the vesting of the Shares under the Stock
Retention Schedule shall be automatically accelerated in full so that all of the
Shares shall become Retainable Shares, effective as of the date of such
mandatory retirement.

            (d) FORFEITURE OF FORFEITABLE SHARES. The Grantee's rights in all
Forfeitable Shares shall terminate automatically on the date of the Grantee's
termination of service as a Director of the Company, and the Company may
thereupon cancel the certificate or certificates representing such Forfeitable
Shares on its books. In the event that the certificates then being held by the
Company under this Agreement represent Retainable Shares as well as Forfeitable
Shares, the Company shall issue to the Grantee a replacement certificate for
such Retainable Shares.

            (e) NONTRANSFERABILITY OF FORFEITABLE SHARES. No Forfeitable Shares
may be transferred, assigned, pledged or hypothecated in any way (whether by
operation of law or otherwise). Upon any attempt to transfer, assign, pledge,
hypothecate or otherwise dispose of any Forfeitable Shares, or upon the levy of
any attachment or similar process upon Forfeitable Shares, the Company shall
have a right of Forfeiture with respect to such Forfeitable Shares.

            (f) OTHER LIMITATIONS. All Retainable Shares shall remain subject to
the other restrictions contained in this Agreement.

      5. NO SPECIAL RIGHTS. Nothing contained in the Plan or this Agreement
shall confer upon the Grantee any right with respect to the continuation of his
or her service as a Director of the Company or interfere in any way with the
right of the Company at any time to terminate such services or to increase or
decrease the Grantee's compensation.

      6. RIGHTS AS A SHAREHOLDER. The Grantee shall have the rights of a
shareholder with respect to all of the Forfeitable Shares and the Retainable
Shares held by the Grantee (including, without limitation, any rights to vote
and to receive dividends or non-cash distributions with respect to such shares)
unless and until the Company exercises its right of Forfeiture as to any or all
of the Forfeitable Shares in accordance with Section 4.

      7. CHANGE IN CONTROL.

            (a) In the event a Change in Control occurs before the expiration of
the Stock



Retention Schedule, then the Stock Retention Schedule shall be automatically
accelerated so that all Shares shall become Retainable Shares, effective as of
the effective time of the Change in Control (or such earlier date as may be
specified by the Committee).

            (b) A "CHANGE IN CONTROL" shall mean the occurrence of any one of
the following events:

                  (i) If there has occurred a change in control which the
Company would be required to report in response to Item 5.01 of Form 8-K
promulgated under the Securities Exchange Act of 1934, as amended (the "1934
Act"), or, if such regulation is no longer in effect, any regulations
promulgated by the Securities and Exchange Commission pursuant to the 1934 Act
which are intended to serve similar purposes;

                  (ii) When any "person" (as such term is used in Sections 13(d)
and 14(d)(2) of the 1934 Act) becomes a "beneficial owner" (as such term is
defined in Rule 13d-3 promulgated under the 1934 Act), directly or indirectly,
of securities of the Company or Benjamin Franklin Bank (the "Bank") representing
twenty-five percent (25%) or more of the total number of votes that may be cast
for the election of directors of the Company or the Bank, as the case may be;

                  (iii) During any period of two consecutive years, individuals
who at the beginning of such period constitute the Board of Directors of the
Company, and any new director (other than a director designated by a person who
has entered into an agreement with the Company to effect a transaction described
in Subsection (ii), (iv) or (v) of this Section 7(b)) whose election by the
Board or nomination for election by the Company's stockholders was approved by a
vote of at least two-thirds (2/3) of the directors then still in office who
either were directors at the beginning of the period or whose election or
nomination for election was previously so approved, cease for any reason to
constitute at least a majority of the Board of Directors of the Company;

                  (iv) The stockholders of the Company approve a merger, share
exchange or consolidation ("merger or consolidation") of the Company with any
other corporation, other than (a) a merger or consolidation which would result
in the voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) more than 70% of the combined
voting power of the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation or (b) a merger or
consolidation effected to implement a recapitalization of the Company (or
similar transaction) in which no "person" (as hereinabove defined) acquires more
than 30% of the combined voting power of the Company's then outstanding
securities; or

                  (v) The stockholders of the Company or the Bank approve a plan
of complete liquidation of the Company or the Bank or an agreement for the sale
or disposition by the Company or the Bank of all or substantially all of the
Company's or the Bank's assets.

      8. AVAILABILITY OF TAX ELECTION. The Grantee acknowledges that the Company
has advised the Grantee of the possibility of making an election under Section
83(b) of the Code with



respect to the Award of the Shares and has recommended that the Grantee consult
a qualified tax advisor regarding the desirability of making such an election in
light of the Grantee's individual circumstances.

      9. MISCELLANEOUS.

            (a) Except as provided herein, this Agreement may not be amended or
otherwise modified unless evidenced in writing and signed by the Company and the
Grantee.

            (b) Any notice to be given to the Company hereunder shall be deemed
sufficient if addressed to the Company and delivered at the office of the
President of the Company, or such other address as the Company may hereafter
designate, or when deposited in the mail, postage prepaid, addressed to the
attention of the President of the Company at such office or other address. Any
notice to be given to the Grantee hereunder shall be deemed sufficient if
addressed to and delivered in person to the Grantee at his address furnished to
the Company or when deposited in the mail, postage prepaid, addressed to the
Grantee at such address.

            (c) This Agreement shall be governed by and construed in accordance
with the laws of The Commonwealth of Massachusetts, without regard to its
principles of conflicts of laws.

            (d) This Agreement is and shall be subject in every respect to the
provisions of the Plan, as amended from time to time, which is incorporated
herein by reference and made a part hereof.

            (e) This Agreement is executed in two (2) counterpart originals, one
(1) to be retained by the Grantee and one (1) to be retained by the Company.

                                        BENJAMIN FRANKLIN BANCORP, INC.

                                        By:
                                            ------------------------------------
                                            Thomas R. Venables, President

                                        Address: 58 Main Street
                                                 Franklin, Massachusetts 02038

                              GRANTEE'S ACCEPTANCE

         The undersigned hereby accepts the grant of the Award described in this
Agreement and agrees to the terms and conditions thereof. The undersigned hereby
acknowledges receipt of a copy of the Company's 2006 Stock Incentive Plan.

                                        GRANTEE

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

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 Amendment No. 1 to Quarterly Report on Form 10-Q/A of Benjamin Franklin Bancorp, Inc.; and

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.

Date: August 18, 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 Amendment No. 1 to Quarterly Report on Form 10-Q/A of Benjamin Franklin Bancorp, Inc.; and

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.

Date: August 18, 2006

/s/ Claire S. Bean Claire S. Bean

Chief Financial Officer