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                                                                    Exhibit 10.3

                             BENJAMIN FRANKLIN BANK

                            BENEFIT RESTORATION PLAN

                           (EFFECTIVE _________, 2005)

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                 BENJAMIN FRANKLIN BANK BENEFIT RESTORATION PLAN

                                TABLE OF CONTENTS

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PART 1. INTRODUCTION.............................................................................................   1

   1.1 PURPOSE...................................................................................................   1
   1.2 EFFECTIVE DATE............................................................................................   1

PART 2. DEFINITIONS..............................................................................................   1

   2.1 401(K) PLAN...............................................................................................   1
   2.2 AFFILIATE.................................................................................................   1
   2.3 BANK......................................................................................................   1
   2.4 BENEFICIARY...............................................................................................   1
   2.5 BOARD OF DIRECTORS........................................................................................   1
   2.6 CHANGE IN CONTROL.........................................................................................   1
   2.7 CODE......................................................................................................   2
   2.8 COMMITTEE.................................................................................................   2
   2.9 COMMON STOCK..............................................................................................   2
   2.10 COMPANY..................................................................................................   2
   2.11 ELIGIBLE EMPLOYEE........................................................................................   2
   2.12 EMPLOYEE.................................................................................................   2
   2.13 EMPLOYER.................................................................................................   2
   2.14 EMPLOYER CONTRIBUTION....................................................................................   2
   2.15 ERISA....................................................................................................   2
   2.16 ESOP.....................................................................................................   2
   2.17 ESOP ACQUISITION LOAN....................................................................................   3
   2.18 ESOP ACQUISITION LOAN SHARES.............................................................................   3
   2.19 ESOP VALUATION DATE......................................................................................   3
   2.20 FULL-TIME................................................................................................   3
   2.21 MEMORANDUM ACCOUNT.......................................................................................   3
   2.22 PARTICIPANT..............................................................................................   3
   2.23 PLAN.....................................................................................................   3
   2.24 PLAN ADMINISTRATOR.......................................................................................   3
   2.25 RESTORED ESOP BENEFIT....................................................................................   3
   2.26 RETIREMENT...............................................................................................   3
   2.27 STOCK UNIT...............................................................................................   3
   2.28 SUPPLEMENTAL 401(K) BENEFIT..............................................................................   3
   2.29 SUPPLEMENTAL ESOP BENEFIT................................................................................   3
   2.30 TRUST....................................................................................................   3

PART 3. PARTICIPATION............................................................................................   4

   3.1 PARTICIPATION.............................................................................................   4
   3.2 FULL OR PARTIAL BENEFITS..................................................................................   4
   3.3 TERMINATION OF PARTICIPATION..............................................................................   4

PART 4. BENEFITS.................................................................................................   4

   4.1 SUPPLEMENTAL 401(K) BENEFIT...............................................................................   4
   4.2 SUPPLEMENTAL ESOP BENEFIT.................................................................................   5
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   4.3 RESTORED ESOP BENEFIT.....................................................................................   5
   4.4 CHANGE IN CONTROL.........................................................................................   6
   4.5 MEMORANDUM ACCOUNT........................................................................................   6
   4.6 VESTING...................................................................................................   7

PART 5. PAYMENT..................................................................................................   7

   5.1 PAYMENT...................................................................................................   7

PART 6. DEATH BENEFITS...........................................................................................   8

   6.1 DEATH BENEFITS............................................................................................   8
   6.2 BENEFICIARIES.............................................................................................   8

PART 7. CLAIMS PROCEDURES........................................................................................   8

   7.1 INITIAL CLAIM.............................................................................................   8
   7.2 WRITTEN DECISION..........................................................................................   8
   7.3 DENIAL OF CLAIMS..........................................................................................   8
   7.4 REVIEW OF DENIALS OF CLAIMS...............................................................................   8
   7.5 LIMITATION ON LEGAL PROCEEDINGS...........................................................................   9

PART 8. AMENDMENT AND TERMINATION................................................................................   9

   8.1 AMENDMENT AND TERMINATION OF THE PLAN.....................................................................   9

PART 9. GENERAL PROVISIONS.......................................................................................   9

   9.1 UNFUNDED, UNSECURED PROMISE TO MAKE PAYMENTS IN THE FUTURE................................................   9
   9.2 COMMITTEE AS PLAN ADMINISTRATOR...........................................................................   9
   9.3 EXPENSES..................................................................................................   9
   9.4 RIGHTS OF PARTICIPANTS AND BENEFICIARIES..................................................................  10
   9.5 BINDING OBLIGATION OF BANK AND ANY SUCCESSOR IN INTEREST..................................................  10
   9.6 GOVERNING LAW.............................................................................................  10
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PART 1. INTRODUCTION

      1.1 PURPOSE. The purpose of this Benjamin Franklin Bank Benefit
Restoration Plan (the "PLAN") is to assist Benjamin Franklin Bank (the "BANK")
and its "AFFILIATES" (as defined in Section 2.1 of the Plan), including Benjamin
Franklin Bancorp, Inc., in retaining the services of key employees, to induce
such employees to use their best efforts to enhance the business of the Bank and
its Affiliates, and to provide certain supplemental retirement benefits to such
employees.

      1.2 EFFECTIVE DATE. The Effective Date of this Plan is [_____], 2005.

PART 2.  DEFINITIONS

      2.1 401(k) PLAN means the SBERA 401(k) Plan as adopted by the Bank.

      2.2 AFFILIATE means any corporation, trade or business, which, at the time
of reference, is, together with the Bank, a member of a controlled group of
corporations, a group of trades or businesses (whether or not incorporated)
under common control, or an affiliated service group, as described in Sections
414(b), 414(c), and 414(m) of the Code, respectively, or any other organization
treated as a single employer with the Bank under Section 414(o) of the Code;
provided, however, that, where the context so requires, the term Affiliate shall
be construed to give full effect to the provisions of Sections 409(1)(4) and
415(h) of the Code.

      2.3 BANK means Benjamin Franklin Bank, a Massachusetts chartered savings
bank with its executive offices in Franklin, Massachusetts, and its successors.

      2.4 BENEFICIARY means any person (other than a Participant) who is
determined to be entitled to benefits under the terms of the Plan.

      2.5 BOARD OF DIRECTORS means the Board of Directors of the Bank.

      2.6 CHANGE IN CONTROL means the happening of any of the following events:

            (a) 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;

            (b) When any "person" (as such term is used in Sections 13d) 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 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;

            (c) 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

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      Company to effect a transaction described in paragraphs (b), (d) or (e) of
      this Section 2.6)) 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;

            (d) The stockholders of the Company approve a merger, share exchange
      or consolidation ("MERGER OR CONSOLIDATION") of the Company with any other
      corporation, other than (x) 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 (y) 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

            (e) 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.

      2.7 CODE means the Internal Revenue Code of 1986, as amended.

      2.8 COMMITTEE means the person(s) designated by the Board of Directors,
pursuant to Section 9.2 of the Plan, to administer the Plan, or if no such
designation is made, the Compensation Committee of the Board of Directors.

      2.9 COMMON STOCK means the common stock of the Company.

      2.10 COMPANY means Benjamin Franklin Bancorp, Inc. and its successors.

      2.11 ELIGIBLE EMPLOYEE means Thomas R. Venables, Claire S. Bean and any
other Employee of the Bank or an Affiliate who is one of a select group of
management or highly compensated employees (as such phrase is used for purposes
of Sections 101, 201, and 301 of ERISA).

      2.12 EMPLOYEE means any person employed by the Bank or an Affiliate.

      2.13 EMPLOYER means the Bank or the Affiliate that employs the Employee.

      2.14 EMPLOYER CONTRIBUTION means contributions by any Employer to the
ESOP.

      2.15 ERISA means the Employee Retirement Income Security Act of 1974, as
amended.

      2.16 ESOP means the Benjamin Franklin Bank Employee Stock Ownership Plan,
as amended from time to time (including the corresponding provisions of any
successor qualified employee stock ownership plan adopted by the Bank or any
successor to the Bank or any

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Affiliate).

      2.17 ESOP ACQUISITION LOAN means a loan or other extension of credit
incurred by the trustee of the ESOP in connection with the purchase of Common
Stock on behalf of the ESOP.

      2.18 ESOP ACQUISITION LOAN SHARES mean shares of Common Stock acquired
with the proceeds of ESOP Acquisition Loans.

      2.19 ESOP VALUATION DATE means any day as of which the investment
experience of the trust fund of the ESOP is determined and individuals' accounts
under the ESOP are adjusted accordingly.

      2.20 FULL-TIME means working at least 1,000 hours per year.

      2.21 MEMORANDUM ACCOUNT means the account established by an Employer
pursuant to Section 4.5 of the Plan, with respect to a Participant's
Supplemental 401(k) Benefit, Supplemental ESOP Benefit and/or Restored ESOP
Benefit.

      2.22 PARTICIPANT means Thomas R. Venables, Claire S. Bean and any other
Eligible Employee who is entitled to benefits under the Plan by reason of having
been designated a Participant by the Board of Directors pursuant to Part 3 of
the Plan.

      2.23 PLAN means this Benjamin Franklin Bank Benefit Restoration Plan.

      2.24 PLAN ADMINISTRATOR means the Committee.

      2.25 RESTORED ESOP BENEFIT means the benefit credited to a Participant's
Memorandum Account pursuant to Section 4.3 and, if applicable, Section 4.4 of
the Plan.

      2.26 RETIREMENT means the first to occur of the following: (i) termination
of employment at any time following satisfaction of the requirements for early
or normal retirement under the ESOP, or as otherwise permitted by the Board of
Directors; (ii) death while employed as a Full-Time Employee by the Bank, the
Company or any other Affiliate of the Bank; or (iii) the occurrence of a Change
in Control regardless of whether the Participant continues in the employ of the
Employer or any successor following the Change in Control.

      2.27 STOCK UNIT means a right to receive a payment under the Plan in an
amount equal (determined as of the date on which such payment is to be made) to
the Fair Market Value of a share of Common Stock.

      2.28 SUPPLEMENTAL 401(k) BENEFIT means the benefit credited to a
Participant's Memorandum Account pursuant to Section 4.1 of the Plan.

      2.29 SUPPLEMENTAL ESOP BENEFIT means the benefit credited to a
Participant's Memorandum Account pursuant to Section 4.2 of the Plan.

      2.30 TRUST shall mean a Trust Agreement established by the Bank as
required by Section 5.1, which substantially conforms to the terms of the model
trust prescribed by Revenue Procedure 92-64, as the same may be modified from
time to time.

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PART 3. PARTICIPATION

      3.1 PARTICIPATION. Thomas R. Venables and Claire S. Bean shall be the
initial Participants in this Plan. The Board of Directors may from time to time
designate one or more additional Eligible Employees as Participants in the Plan.
No additional Eligible Employee shall be a Participant unless and until he or
she has been explicitly designated as a Participant by the Board of Directors.
The Board of Directors shall give written notice to the Eligible Employee of his
or her selection to participation by the Board.

      3.2 FULL OR PARTIAL BENEFITS. The Board of Directors may designate an
Eligible Employee as a Participant with respect to any or all benefits provided
for under Part 4 of the Plan. Thomas R. Venables and Claire S. Bean have been
designed as Participants with respect to all benefits.

      3.3 TERMINATION OF PARTICIPATION. Participation in the Plan shall cease on
the earliest of (i) the date of the Participant's termination of Full-Time
employment with an Employer, (ii) the date on which he or she ceases to be an
Eligible Employee, as determined by the Board of Directors or (iii) a vote by
the Board of Directors to terminate the Participant's participation in the Plan.
A Participant shall not be deemed to have terminated Full-Time employment until
he or she is no longer employed on a Full-Time basis by any of the Bank, the
Company or any other Affiliate of the Bank.

PART 4. BENEFITS

      4.1 SUPPLEMENTAL 401(k) BENEFIT. A participant whose employer matching
contribution benefits under the 401(k) Plan are limited by Sections 401(a)(17)
and/or 415 of the Code shall be entitled to receive, pursuant to the provisions
of Sections 4.4 and 5.1, a Supplemental 401(k) Benefit in an amount equal to:

            (a) the aggregate amount of employer matching contributions that
      would have been credited to the Participant's account under the 401(k)
      Plan if for all periods while a Participant in this Plan the Participant
      had made the maximum amount of pre-tax elective deferrals required to
      qualify for the maximum possible allocation of employer matching
      contributions (computed without regard to any limitations applicable to
      tax-qualified plans that have the effect of limiting the amount of
      employer matching contributions or pre-tax elective deferrals that may be
      made and without regard to the amount of elective deferrals actually
      made); less

            (b) the aggregate amount of employer matching contributions that
      would have been credited to the Participant's account under the 401(k)
      Plan (after giving effect to any limitations applicable to tax-qualified
      plans that have the effect of limiting the amount of employer matching
      contributions or pre-tax elective deferrals that may be made) if for all
      periods while a Participant in this Plan the Participant had made the
      maximum amount of pre-tax elective deferrals required to qualify for the
      maximum possible allocation of employer matching contributions (and
      without regard to the amount of pre-tax elective deferrals actually made).

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      4.2 SUPPLEMENTAL ESOP BENEFIT.

            (a) A Participant whose benefits under the ESOP are limited by
      Sections 401(a)(17) and/or 415 of the Code shall be entitled to receive,
      pursuant to the provisions of Sections 4.5 and 5.1, a Supplemental ESOP
      Benefit under the Plan in an amount equal to the sum of:

                  (1) a number of Stock Units equal to the excess (if any) of
            (A) the aggregate number of all shares of Common Stock that would
            have been credited to the Participant's account under the ESOP if
            the provisions of the ESOP had been administered without regard to
            the limitations imposed by Sections 401(a)(17) and/or 415 of the
            Code over (B) the number of shares of Common Stock actually credited
            to his account under the ESOP; plus

                  (2) if and to the extent that Employer Contributions to the
            ESOP result in allocations to the Participant's account of assets
            other than Common Stock, an amount equal to the excess (if any) of
            (A) the aggregate amount of all such Employer Contributions that
            would have been credited to the Participant's account under the ESOP
            if the provisions of the ESOP were administered without regard to
            the limitations imposed by Sections 401(a)(17) and/or 415 of the
            Code over (B) the aggregate amount of such Employer Contributions
            actually credited to the Participant's account under the ESOP,
            adjusted for earnings and losses as provided Section 4.5;

            (b) In calculating the number of shares of Common Stock or the
      amount of Employer Contributions that would have been allocated to the
      Participant's account for purposes of Sections 4.2(a)(1) and 4.2(a)(2),
      any reallocations of amounts forfeited upon the termination of employment
      of other Employees participating in the ESOP shall be included.

            (c) The amount of any Supplemental ESOP Benefit under this Section
      4.1 shall be credited to the Participant's Memorandum Account pursuant to
      Section 4.5, and payment of such benefit shall be made pursuant to the
      provisions of Part 5 below.

      4.3 RESTORED ESOP BENEFIT.

            (a) Upon Retirement, as defined at Section 2.26, a Participant shall
      be entitled to receive a Restored ESOP Benefit equal to the number of
      Stock Units determined by projecting the total number of (i) additional
      ESOP Acquisition Loan Shares (with each such Loan Share equal to one Stock
      Unit) that would have been allocated to the Participant's ESOP account
      under the terms of the ESOP, plus (ii) additional Stock Units that would
      have been allocated to the Participant's Memorandum Account pursuant to
      the provisions of Section 4.2, had the Participant continued in the employ
      of the Employer until the date that the ESOP Acquisition Loan is scheduled
      to be repaid in full and the final allocation of ESOP Acquisition Loan
      Shares is to be made;

            (b) The calculation of Restored ESOP Benefit required by Section
      4.3(a) shall be determined as follows:

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                  (1) If the ESOP Acquisition Loan is an equal amortization
            loan, by:

                        calculating the sum of

                        (i)   the average annual number of ESOP Acquisition Loan
                              Shares that were allocated for the benefit of the
                              Participant under the ESOP as of the three most
                              recent plan years of the ESOP preceding the
                              Participant's Retirement, plus

                        (ii)  the average annual number of Stock Units credited
                              to the Participant's Memorandum Account pursuant
                              to Section 4.1 for the three most recent plan
                              years of the ESOP

                        and by multiplying the sum obtained in the foregoing
                        calculation by

                        (i)   the remaining number of scheduled annual payments
                              on the ESOP Acquisition Loans as of the date of
                              Retirement.

                  (2) If the ESOP Acquisition Loan is not an equal amortization
            loan, such calculations shall be determined by legal counsel
            (selected by the Bank) based on assumptions which the Committee has
            approved as reasonable at the time the calculation of benefits is
            performed.

            (c) The amount of any Restored ESOP Benefit under this Section 4.3
      (calculated as a number of Stock Units) shall be credited to the
      Participant's Memorandum Account pursuant to Section 4.5, and payment of
      such benefit shall be made pursuant to the provisions of Part 5 below.

      4.4 CHANGE IN CONTROL. Upon the occurrence of a Change in Control, the
following shall occur:

            (a) A Participant's Retirement shall be deemed to have occurred as
      of the effective date of the Change in Control (which date shall be
      determined by the Board of Directors), regardless of whether the
      Participant has satisfied the conditions for retirement under the ESOP and
      regardless of whether the Participant continues in the employ of the
      Employer or any successor following the Change in Control;

            (b) Because the Participant shall be considered to have Retired as
      of the effective date of the Change in Control, as of such date the
      Participant shall be entitled to receive a Restored ESOP Benefit,
      calculated as of the effective date of the Change in Control; and

            (c) The amount of such Restored ESOP Benefit shall be credited to
      the Participant's Memorandum Account as of the effective date of the
      Change in Control.

      4.5 MEMORANDUM ACCOUNT. The Employer shall establish, as a memorandum
account on its books, a separate Memorandum Account for each Participant in the
Plan. Amounts shall be credited to a Participant's Memorandum Account in
accordance with this Section 4.5. The Employer shall not have any obligation to
fund its liability for the balances credited to a Memorandum Account.

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            (a) SUPPLEMENTAL 401(k) BENEFIT. From time to time, but in no event
      less frequently than monthly, the Committee shall credit to the
      Participant's Memorandum Account an amount equal to the net increase in
      the value of the Supplemental 401(k) Benefit since the date on which an
      amount was last credited to such Participant's Memorandum Account pursuant
      to this Section 4.5(a), as determined pursuant to Section 4.1 of the Plan.

            (b) SUPPLEMENTAL ESOP BENEFIT. At the same time as shares of Common
      Stock and any other assets are allocated to the ESOP Accounts of
      Participants under the terms of the ESOP, the Committee shall credit to
      the Participant's Memorandum Account the amount of Stock Units and
      Employer Contributions determined pursuant to Section 4.2 of the Plan.

            (c) RESTORED ESOP BENEFIT. Promptly after a Participant's Retirement
      (as such term is defined in Section 2.26), the Committee shall credit to
      the Participant's Memorandum Account the amount of Restored ESOP Benefit
      Stock Units determined pursuant to Section 4.3 and (if applicable) Section
      4.4 of the Plan.

            (d) VALUATION ISSUES. Stock Units shall be treated as shares of
      Common Stock and valued as shares of Common Stock are valued under the
      ESOP. To the extent that any dividends are paid with respect to Common
      Stock, such dividends shall be deemed to have been paid with regard to the
      Stock Units and Participants' Memorandum Accounts shall be adjusted
      accordingly. Cash and other (non-stock) contributions credited to a
      Participant's Memorandum Account shall be credited annually with interest
      at a rate equal to [ADD INTEREST RATE].

      4.6 VESTING. All amounts credited to a Participant's Memorandum Account
shall be 100% vested at all times.

PART 5. PAYMENT

      5.1 PAYMENT. As soon as is practicable following the last day of the
calendar year in which the Participant ceases to be a Full-Time employee of the
Bank or any Affiliate, the Employer shall pay to such Participant a single lump
sum in cash in an amount equal to the balance in the Participant's Memorandum
Account; provided, however, that if such termination of employment occurs in
connection with a Change in Control, payment shall be made within ten business
days after the termination of employment. Notwithstanding the foregoing, to the
extent then required by applicable law, no payment shall be made earlier than a
date that is at least six months after the date of termination of employment. If
the Participant's employment terminates as a result of death, the amount
otherwise payable to him pursuant to this Section 5.1 shall be paid to his
Beneficiary at the time specified pursuant to Section 6.1. If the Participant is
to continue in the employ of the Employer or any successor following a Change in
Control (and if the Participant so requests), the Bank shall (as soon as
possible, but in no event later than 30 days after the Change in Control)
establish and make an irrevocable contribution to the Trust (and the Bank agrees
to establish the Trust with a trustee reasonably acceptable to the Participant
promptly upon request of the Participant) in an amount equal to the balance in
such Participant's Memorandum Account.

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PART 6. DEATH BENEFITS

      6.1 DEATH BENEFITS. If a Participant who is eligible for any benefits
under Part 4 dies before full payment of such benefit, any remaining unpaid
benefit amount shall be paid to the Participant's Beneficiary in a single lump
payment not later than thirty days following the death of the Participant.

      6.2 BENEFICIARIES. A Participant may designate a Beneficiary or
Beneficiaries to receive any benefits payable under the Plan upon his or her
death. Any such designation, or change therein or revocation thereof, shall be
made in writing in the form and manner prescribed by the Committee, shall be
revocable until the death of the Participant, and shall thereafter be
irrevocable; provided, however, that any change or revocation shall be effective
only if received by the Committee prior to the Participant's death. If a
Participant dies without having effectively named a Beneficiary, he or she shall
be deemed to have named his or her estate as sole Beneficiary.

PART 7. CLAIMS PROCEDURES

      7.1 INITIAL CLAIM. An initial claim for benefits under the Plan must be
made by the Participant or his or her Beneficiary or Beneficiaries in accordance
with the terms of this Part 7.

      7.2 WRITTEN DECISION. Not later than ninety (90) days after receipt of
such a claim, the Plan Administrator will render a written decision on the claim
to the claimant, unless special circumstances require the extension of such
90-day period. If such extension is necessary, the Plan Administrator shall
provide the Participant or the Participant's Beneficiary with written
notification of such extension before the expiration of the initial 90-day
period. Such notice shall specify the reason or reasons for the extension and
the date by which a final decision can be expected. In no event shall such
extension exceed a period of ninety (90) days from the end of the initial 90-day
period.

      7.3 DENIAL OF CLAIMS. In the event the Plan Administrator denies the claim
of a Participant or any Beneficiary in whole or in part, the Plan
Administrator's written notification shall specify, in a manner calculated to be
understood by the claimant, the reason for the denial; a reference to the Plan
or other document or form that is the basis for the denial; a description of any
additional material or information necessary for the claimant to perfect the
claim; an explanation as to why such information or material is necessary; and
an explanation of the applicable claims procedure.

      7.4 REVIEW OF DENIALS OF CLAIMS. Should the claim be denied in whole or in
part and should the claimant be dissatisfied with the Plan Administrator's
disposition of the claim, the claimant may have a full and fair review of the
claim by the Committee upon written request submitted by the claimant or the
claimant's duly authorized representative and received by the Committee within
sixty (60) days after the claimant receives written notification that the
claimant's claim has been denied. In connection with such review, the claimant
or the claimant's duly authorized representative shall be entitled to review
pertinent documents and submit the claimant's views as to the issues, in
writing. The Committee shall act to deny or accept the claim within sixty (60)
days after receipt of the claimant's written request for review unless special
circumstances require the extension of such 60-day period. If such extension is
necessary, the

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Committee shall provide the claimant with written notification of such extension
before the expiration of such initial 60-day period. In all events, the
Committee shall act to deny or accept the claim within 120 days of the receipt
of the claimant's written request for review. The action of the Committee shall
be in the form of a written notice to the claimant and its contents shall
include all of the requirements for action on the original claim.

      7.5 LIMITATION ON LEGAL PROCEEDINGS. In no event may a claimant commence
legal action for benefits the claimant believes are due the claimant until the
claimant has exhausted all of the remedies and procedures afforded the claimant
by this Part 7.

PART 8. AMENDMENT AND TERMINATION

      8.1 AMENDMENT AND TERMINATION OF THE PLAN. The Bank may at any time, in
its sole and absolute discretion, amend or terminate the Plan in whole or in
part; provided, however, that such amendment or termination may not adversely
affect the rights of any Participant or Beneficiary with respect to any benefit
under the Plan to which the Participant or Beneficiary may have previously
become entitled (including but not limited to any amounts credited to the
Participant's Memorandum Account) prior to the effective date of such amendment
or termination without the consent of the Participant or Beneficiary. Upon
termination of the Plan, any amounts credited to the Memorandum Accounts of
Participants shall remain subject to the provisions of the Plan and no
distribution of benefits shall be accelerated because of termination of the
Plan. The Committee shall be authorized to make minor or administrative changes
to the Plan, as well as amendments required by applicable federal or state law
(or authorized or made desirable by such statutes); provided, however, that such
amendments must subsequently be ratified by the Board of Directors.

PART 9. GENERAL PROVISIONS

      9.1 UNFUNDED, UNSECURED PROMISE TO MAKE PAYMENTS IN THE FUTURE. The right
of a Participant or Beneficiary to receive a distribution under this Plan shall
be an unsecured claim against the general assets of the Bank or its Affiliates
and neither a Participant nor a Beneficiary shall have any rights in or against
any amount credited to any account under this Plan or any other assets of the
Bank or an Affiliate. The Plan at all times shall be considered entirely
unfunded both for tax purposes and for purposes of Title I of ERISA.

      9.2 COMMITTEE AS PLAN ADMINISTRATOR. The Plan shall be administered by the
Committee designated by the Board of Directors. The Committee shall have the
authority, duty and power to interpret and construe the provisions of the Plan
as it deems appropriate. The Committee shall have the duty and responsibility of
maintaining records, making the requisite calculations and disbursing the
payments hereunder. In addition, the Committee shall have the authority and
power to delegate any of its administrative duties to employees of the Bank or
Affiliate, as they may deem appropriate. The Committee shall be entitled to rely
on all tables, valuations, certificates, opinions, data and reports furnished by
any actuary, accountant, controller, counsel or other person employed or
retained by the Bank with respect to the Plan. The interpretations,
determination, regulations and calculations of the Committee shall be final and
binding on all persons and parties concerned.

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<PAGE>

      9.3 EXPENSES. Expenses of administration of the Plan shall be paid by the
Bank or an Affiliate.

      9.4 RIGHTS OF PARTICIPANTS AND BENEFICIARIES.

            (a) The sole rights of a Participant or Beneficiary under this Plan
      shall be to have this Plan administered according to its provisions, and
      to receive whatever benefits he or she may be entitled to hereunder.

            (b) Nothing in the Plan shall be interpreted as a guaranty that any
      funds in any trust which may be established in connection with the Plan or
      assets of the Bank or an Affiliate will be sufficient to pay any benefit
      hereunder.

            (c) The adoption and maintenance of this Plan shall not be construed
      as creating any contract of employment or service between the Bank or an
      Affiliate and any Participant or other individual. The Plan shall not
      affect the right of the Bank or an Affiliate to deal with any Participants
      in employment or service respects, including their hiring, discharge,
      compensation, and conditions of employment or other service.

      9.5 BINDING OBLIGATION OF BANK AND ANY SUCCESSOR IN INTEREST. The Plan
shall bind the Bank and any successor. The Bank expressly agrees that it shall
not merge or consolidate into or with another bank or sell substantially all of
its assets to another bank, firm or person until such bank, firm or person
expressly agrees, in writing, to assume and discharge the duties and obligations
of the Bank under this Plan.

      9.6 GOVERNING LAW. All questions pertaining to the construction, validity
and effect of the Plan shall be determined in accordance with the laws of the
United States and to the extent not preempted by such laws, by the laws of The
Commonwealth of Massachusetts.

      Benjamin Franklin Bank has adopted this Plan, to be executed by a designee
of the Board and duly attested, on [_____], 2005.

ATTEST:                                  BENJAMIN FRANKLIN BANK

____________________________________     _______________________________________

                                         For the Entire Board of Directors

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