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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-K/A
 (Amendment No. 1)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Fiscal Year Ended December 31, 2007.
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to .
 Commission File Number 000-51194
 Benjamin Franklin Bancorp, Inc.
 Exact name of Registrant as specified in its Charter
 Massachusetts
(State of incorporation)
    
    04-3336598
(I.R.S. Employer Identification No.)
 P.O. Box 309
58 Main Street
Franklin, Massachusetts 02038-0309
(508) 528-7000  Address and telephone number of principal executive offices
 securities registered pursuant to section of the act
 Title of Each Class
    
    Name of Each Exchange on which RegisteredCommon Stock, no par value
    
    NASDAQ Global Select Market
 securities registered pursuant to section of the act
 
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 þ o
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  Large accelerated filer oAccelerated filer þNon-accelerated filer o(Do not check if a smaller reporting company)Smaller reporting company o o þ
   DOCUMENTS INCORPORATED BY REFERENCE




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TABLE OF CONTENTS  EXPLANATORY NOTEPART IVItem 15. Exhibits and Financial Statement SchedulesSIGNATURESAnnual Report on Form 10-K/A for the Year Ended December 31, 2007Exhibits Filed HerewithEX-23.1 Consent of Parent, McLaughlin & Nangle, CPA'sEX-31.1 Certification of Chief Executive OfficerEX-31.2 Certification of Chief Financial OfficerEX-32.1 Certification of Chief Executive Officer pursuant to Section 906EX-32.2 Certification of Chief Financial Officer pursuant to Section 906    Table of Contents  
 EXPLANATORY NOTE




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TABLE
OF CONTENTS
 PageINDEPENDENT AUDITORS REPORT
    
    
    1FINANCIAL STATEMENTS:Statements of net assets available for benefits
    
    
    2Statements of changes in net assets available for benefits
    
    
    3Notes to financial statements
    
    
    4-11SUPPLEMENTAL SCHEDULES:
    
    
    12Line 4i  Schedule of assets (held at end of year)
    
    
    13Line 4i  Schedule of assets (acquired and disposed of within year)
    
    
    14




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INDEPENDENT AUDITORS REPORT
 
     (GRAPHIC)Certified Public Accountants  
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SAVINGS BANKS EMPLOYEES RETIREMENT ASSOCIATION 401(k) PLAN
AS ADOPTED BY BENJAMIN FRANKLIN BANK
 
 STATEMENTS
OF NET ASSETS AVAILABLE FOR BENEFITS
 December 31,2007
    
    
    2006INVESTMENT IN SAVINGS BANKS EMPLOYEES
RETIREMENT ASSOCIATION COMMON/
COLLECTIVE TRUST, at fair value
    
    $
    10,646,239
    
    
    $
    10,239,462PARTICIPANT LOANS
    
    
    262,781
    
    
    
    244,891NET ASSETS AVAILABLE FOR BENEFITS
    
    $
    10,909,020
    
    
    $
    10,484,353
  
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SAVINGS BANKS EMPLOYEES RETIREMENT ASSOCIATION 401(k) PLAN
AS ADOPTED BY BENJAMIN FRANKLIN BANK
 
 STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
 Year Ended December 31,2007
    
    
    2006ADDITIONS TO NET ASSETS ATTRIBUTED TO:Investment income:Net investment gain from investment in Savings
Banks Employees Retirement Association
Common/Collective Trust
    
    $
    94,505
    
    
    $
    1,149,598Interest income  participant loans
    
    
    19,331
    
    
    
    13,042113,836
    
    
    
    1,162,640Contributions:Employers
    
    
    475,954
    
    
    
    435,102Participants
    
    
    654,529
    
    
    
    602,732Participant rollovers
    
    
    56,619
    
    
    
    47,3861,187,102
    
    
    
    1,085,220Total additions
    
    
    1,300,938
    
    
    
    2,247,860DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:Benefits paid to participants
    
    
    863,191
    
    
    
    719,449Deemed distributions of participant loans
    
    
    13,080
    
    
    
    17,828Total deductions
    
    
    876,271
    
    
    
    737,277NET INCREASE
    
    
    424,667
    
    
    
    1,510,583NET ASSETS AVAILABLE FOR BENEFITS:Beginning of year
    
    
    10,484,353
    
    
    
    7,750,782Transfer of assets to this plan
    
    
    
    
    
    
    1,222,988End of year
    
    $
    10,909,020
    
    
    $
    10,484,353
  
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SAVINGS BANKS EMPLOYEES RETIREMENT ASSOCIATION 401(k) PLAN  AS ADOPTED BY BENJAMIN FRANKLIN BANK
 
 NOTES TO FINANCIAL STATEMENTS
 YEARS ENDED DECEMBER 31, 2007 AND 2006
 A.
    
    Description of the Plan:The following description of the Savings Banks Employees Retirement Association (SBERA) 401(k)
Plan as adopted by Benjamin Franklin Bank (the Bank) provides only general information.
Participants should refer to the Plan Agreement for a more complete description of the Plans
provisions.
 General
  Eligibility
  Contributions
   Participant accounts
  
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SAVINGS BANKS EMPLOYEES RETIREMENT ASSOCIATION 401(k) PLAN  AS ADOPTED BY BENJAMIN FRANKLIN BANK
 NOTES TO FINANCIAL STATEMENTS
 YEARS ENDED DECEMBER 31, 2007 AND 2006
 A.
    
    Description of the Plan  (continued):
 Investments
  Equity Account
  Index 500 Account
  Small Cap Growth Account
  International Equity Account
  Small Cap Value Account
  
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SAVINGS BANKS EMPLOYEES RETIREMENT ASSOCIATION 401(k) PLAN  AS ADOPTED BY BENJAMIN FRANKLIN BANK
 NOTES TO FINANCIAL STATEMENTS
 YEARS ENDED DECEMBER 31, 2007 AND 2006
 A.
    
    Description of the Plan  (continued):
 Investments
 Large Cap Value Account
  Large Cap Growth Account
  Life Path Accounts
  All Asset Account
  The SBERA Account
  
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SAVINGS BANKS EMPLOYEES RETIREMENT ASSOCIATION 401(k) PLAN  AS ADOPTED BY BENJAMIN FRANKLIN BANK
 NOTES TO FINANCIAL STATEMENTS
 YEARS ENDED DECEMBER 31, 2007 AND 2006
 A.
    
    Description of the Plan  (continued):
 Investments
 Money Market Account
  Certificate of Deposit
  Bond Account
  Bank Shares
  Vesting
  
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SAVINGS BANKS EMPLOYEES RETIREMENT ASSOCIATION 401(k) PLAN  AS ADOPTED BY BENJAMIN FRANKLIN BANK
 NOTES TO FINANCIAL STATEMENTS
 YEARS ENDED DECEMBER 31, 2007 AND 2006
 A.
    
    Description of the Plan  (continued):
 Payment of benefits
  Hardship withdrawals
  B.
    
    Summary of Significant Accounting Policies:
 Basis of accounting
  Estimates
  Investment valuation and income recognition
  
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SAVINGS BANKS EMPLOYEES RETIREMENT ASSOCIATION 401(k) PLAN  AS ADOPTED BY BENJAMIN FRANKLIN BANK
 NOTES TO FINANCIAL STATEMENTS
 YEARS ENDED DECEMBER 31, 2007 AND 2006
 B.
    
    Summary of Significant Accounting Policies  (continued):
 Benefit payments
  C.
    
    Investment:The Plan owned approximately 1.20% and 1.23% of the fair value of the Trusts net assets at
December 31, 2007 and 2006. The unaudited financial statements of the Trust as a whole at
December 31, follow:
 2007
    
    
    2006Assets:Investments:Collective funds:Fixed income
    
    $
    112,537,567
    
    
    $
    103,303,365Equity
    
    
    302,066,398
    
    
    
    260,883,237Diversified
    
    
    50,098,266
    
    
    
    39,471,384Short-term investments
    
    
    72,850,371
    
    
    
    94,721,925Total collective funds
    
    
    537,552,602
    
    
    
    498,379,911Equity securities
    
    
    271,766,925
    
    
    
    272,664,821Mutual funds
    
    
    66,167,928
    
    
    
    60,506,510Certificates of deposits
    
    
    3,243,359
    
    
    
    3,516,058Loans to 401(k) plan participants
    
    
    10,049,984
    
    
    
    8,671,507Total investments
    
    
    888,780,798
    
    
    
    843,738,807Cash
    
    
    17,873,906
    
    
    
    8,525,257Other assets
    
    
    1,732,617
    
    
    
    990,120Total assets
    
    
    908,387,321
    
    
    
    853,254,184Liabilities:Accrued operating and other expenses
    
    
    1,307,350
    
    
    
    1,351,278Net assets available for benefits
    
    $
    907,079,971
    
    
    $
    851,902,906
 
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SAVINGS BANKS EMPLOYEES RETIREMENT ASSOCIATION 401(k) PLAN  AS ADOPTED BY BENJAMIN FRANKLIN BANK
 NOTES TO FINANCIAL STATEMENTS
 YEARS ENDED DECEMBER 31, 2007 AND 2006
 C.
    
    Investment  (continued):Trust investment income for the years ended December 31 was comprised of:
 2007
    
    
    2006Investment income:Net realized gains on investments
    
    $
    40,084,542
    
    
    $
    24,359,627Interest and dividends
    
    
    10,004,963
    
    
    
    8,459,194Unrealized appreciation of investments
    
    
    4,540,051
    
    
    
    68,894,262Total investment income
    
    
    54,629,556
    
    
    
    101,713,083Administrative expenses
    
    
    (2,529,153
    )
    
    
    (3,619,764
    )Total Trust net investment income
    
    $
    52,100,403
    
    
    $
    98,093,319
 D.
    
    Related Party Transactions:Northeast Retirement Services (NRS), a related party through a common Board of Directors,
provides consulting, recordkeeping and other services in connection with the administration of
the 401(k) plan for the Savings Banks Employees Retirement Association (SBERA). The costs
associated with these services are funded by an assessment on each SBERA employer member on a
quarterly basis for their proportionate share. In 2007 the rate for the 401(k) plan was $679.50
per employer member per quarter, plus $18.50 per active participant per quarter, plus an
additional 1.25% basis assessment on assets. In 2006, the rate for the 401(k) plan was $625 per
employer member per quarter, plus $16 per active participant per quarter, plus an additional
1.25% basis assessment on assets.E.
    
    Tax Status:The Savings Banks Employee Retirement Association (SBERA) 401(k) Plan is a Prototype Plan which
was approved by the Internal Revenue Service on February 14, 2002. The Plan Administrator and
the Plans tax counsel believe that the Plan is designed and is currently being operated in
compliance with the applicable requirements of the Internal Revenue Code.
 
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SAVINGS BANKS EMPLOYEES RETIREMENT ASSOCIATION 401(k) PLAN  AS ADOPTED BY BENJAMIN FRANKLIN BANK
 NOTES TO FINANCIAL STATEMENTS
 YEARS ENDED DECEMBER 31, 2007 AND 2006
 F.
    
    Plan Termination:Although it has not expressed any intent to do so, the Bank has the right under the Plan to
discontinue its contribution at any time and to terminate the Plan subject to the provisions of
ERISA. In the event of Plan termination, participants will become 100% vested in their accounts.
Any unallocated assets of the Plan shall be allocated to participant accounts and distributed in
such a manner as the Bank may determine.G.
    
    Assets Allocated to Withdrawn Participants:The statements of net assets available for benefits at December 31, 2007 and 2006 includes
$2,481,824 and $1,702,948, respectively, allocated to participants who were no longer employees
of the Bank.H.
    
    Risks and Uncertainties:The Plan invests in various investment securities. Investment securities are exposed to various
risks such as interest rate, market, and credit risks. Due to the level of risk associated with
certain investment securities, it is at least reasonably possible that changes in the values of
investment securities will occur in the near term and that such changes could materially affect
participants account balances and the amounts reported in the statements of net assets
available for benefits.I.
    
    Transfer of Net Assets to Plan:As a result of a merger between Benjamin Franklin Bank and another bank, the net assets of the
merged banks qualified defined contribution plan, amounting to $1,222,988, were transferred to
this plan as of March 16, 2006.
 
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SUPPLEMENTAL SCHEDULES
 
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SAVINGS BANKS EMPLOYEES RETIREMENT ASSOCIATION 401(k) PLAN  AS ADOPTED BY BENJAMIN FRANKLIN BANK
 
 SCHEDULE H, LINE 4i  SCHEDULE OF ASSETS (HELD AT YEAR END)
 AS OF DECEMBER 31, 2007
 (b)
    
    (c)
    
    
    
    
    
    (e)Identity of
    
    Investment
    
    (d)
    
    
    CurrentParty
    
    Description
    
    Cost
    
    
    Value* The Savings Banks
    
    The Savings Banks EmployeesEmployees Retirement
    
    Retirement AssociationAssociation
    
    Common/Collective Trust
    
    $
    9,118,449
    
    
    $
    10,646,239Participant Loans
    
    Interest rates rangingfrom 5.0% to 9.25%
    
    
    -0-
    
    
    
    262,781$
    10,909,020
 
 *
    
    Party in interest to the Plan 
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SAVINGS BANKS EMPLOYEES RETIREMENT ASSOCIATION 401(k) PLAN  AS ADOPTED BY BENJAMIN FRANKLIN BANK
 
 SCHEDULE H, LINE 4i  SCHEDULE OF ASSETS (ACQUIRED
AND DISPOSED OF WITHIN YEAR)
 FOR THE YEAR ENDED DECEMBER 31, 2007
 (a)
    
    (b)
    
    (c)
    
    
    (d)Identity of Issuer, Borrower
    
    Investment
    
    Cost of
    
    
    Proceeds ofLessor of Similar Party
    
    Description
    
    Acquisitions
    
    
    DispositionsParticipant Loans
    
    Notes with 5.0% to 9.25% interest rates
    
    $
    -0-
    
    
    $
    -0-
 
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PART IV
 
 Item 15. Exhibits and Financial Statement Schedules .
 (a) Exhibits
 Exhibit No.
    
    Description
    
    Footnotes23.1
    
    Consent of Parent, McLaughlin & Nangle,
Certified Public Accountants, Inc., independent
registered public accounting firm
    
    
    131.1
    
    Certification of Chief Executive Officer
pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
    
    
    131.2
    
    Certification of Chief Financial Officer
pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
    
    
    132.1
    
    Certification of Chief Executive Officer
pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
    
    
    132.2
    
    Certification of Chief Financial Officer
pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
    
    
    1
 
 1.
    
    Filed herewith -15-




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SIGNATURES
  Benjamin Franklin Bancorp, Inc.Date:  June 30, 2008
    By:
    /s/ Claire S. BeanClaire S. BeanTreasurer and Chief Financial Officer -16-




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Benjamin Franklin Bancorp, Inc.
 
 
 
 ExhibitNumber
    
    Description23.1
    
    Consent of Parent, McLaughlin & Nangle, Certified Public Accountants, Inc.,
independent registered public accounting firm.31.1
    
    Certification of Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley act of 2002.31.2
    
    Certification of Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley act of 2002.32.1
    
    Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 -17-