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Exhibit 10.1.2
 Amended and Restated
 Employment Agreement
 Between
 Benjamin Franklin Bancorp, Inc.
 And
 Claire S. Bean
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Table of Contents
 1. EMPLOYMENT
    
    
    12. EFFECTIVE DATE AND TERM
    
    
    13. COMPENSATION AND BENEFITS
    
    
    23.1. Salary
    
    
    23.2. Regular Benefits
    
    
    23.3. Other Benefits
    
    
    23.4. Business Expenses
    
    
    23.5. Vacation
    
    
    33.6. General
    
    
    34. EXTENT OF SERVICE
    
    
    35. TERMINATION UPON DEATH
    
    
    36. DISCHARGE FOR SPECIALLY-DEFINED CAUSE
    
    
    46.1. Notice and Determination of Specially-Defined Cause
    
    
    46.2. Suspension; Final Discharge
    
    
    56.3. Termination of Obligations
    
    
    57. TERMINATION BY THE EXECUTIVE
    
    
    57.1. Termination by the Executive for Good Reason
    
    
    57.2. Other Voluntary Termination by the Executive
    
    
    67.3. Termination Due to Retirement
    
    
    67.4. Good Reason
    
    
    67.5. Change in Control
    
    
    78. TERMINATION BY EITHER EMPLOYER WITHOUT SPECIALLY-DEFINED CAUSE
    
    
    89. CERTAIN TERMINATION BENEFITS
    
    
    89.1. Earnings to Date of Termination
    
    
    99.2. Lump Sum Payment
    
    
    99.3. Benefit Continuation
    
    
    99.4. Pension Adjustment
    
    
    99.5. Vesting of Stock Awards and Options
    
    
    910. ADJUSTMENT FOR UNAVAILABILITY OF BENEFITS
    
    
    1011. DEATH OR DISABILITY BEFORE COMPLETION OF CHANGE IN CONTROL
    
    
    1011.1. Certain Payments11.2. Preliminary Change in Control
    
    
    101012. DISABILITY
    
    
    1012.1. Termination Due to Disability
    
    
    10
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12.2. Effective Date of Termination
    
    
    1113. EXCISE TAXES
    
    
    1113.1. Covered Benefits
    
    
    1113.2. Certain Assumptions
    
    
    1213.3. Tax Indemnification
    
    
    1214. CONFIDENTIAL INFORMATION
    
    
    1315. NO MITIGATION; NO OFFSET
    
    
    1316. INDEMNIFICATION AND INSURANCE
    
    
    1316.1. Indemnification
    
    
    1316.2. Insurance
    
    
    1317. NON-COMPETITION; NON-SOLICITATION
    
    
    1317.1. While Employed
    
    
    1317.2. Post-Employment
    
    
    1418. MISCELLANEOUS
    
    
    1518.1. Conflicting Agreements
    
    
    1518.2. Definition of Person
    
    
    1518.3. Withholding
    
    
    1518.4. Arbitration of Disputes
    
    
    1518.5. Indemnification for Attorneys Fees
    
    
    1518.6. Interpretation
    
    
    1618.7. Assignment; Successors and Assigns, etc.
    
    
    1618.8. Enforceability
    
    
    1618.9. Reductions
    
    
    1618.10. Waiver
    
    
    1618.11. Notices
    
    
    1718.12. Election of Remedies
    
    
    1718.13. Amendment
    
    
    1718.14. No Effect on Length of Service
    
    
    1718.15. Allocation of Obligations as Between the Bank and the Holding Company
    
    
    1718.16. Payments to Estate or Beneficiaries
    
    
    1818.17. Entire Agreement; Effect on Prior Agreements
    
    
    1818.18. Counterparts and Facsimile Signatures
    
    
    1818.19. Governing Law
    
    
    1818.20. Section 409A
    
    
    1818.21. Rabbi Trust
    
    
    18
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Amended and Restated  Employment Agreement
 Agreement Holding Company Executive Original Agreement Bank Employers
 WITNESSETH
   1. Employment
 2. Effective Date and Term Effective Date rd Term of
Employment rd rd provided,
however
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Expiration Date
 3. Compensation and Benefits
 3.1. Salary provided, however
 3.2. Regular Benefits
 3.3. Other Benefits
 SERP
 3.4. Business Expenses
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3.5. Vacation
 3.6. General
 Extent of Service provided, however
 provided
 provided
  5. Termination Upon Death pro rata
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6. Discharge for Specially-Defined Cause.
 6.1. Notice and Determination of Specially-Defined Cause Specially-Defined Cause
     Notice of Intent to Discharge
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Final Discharge Notice
 6.2. Suspension; Final Discharge
 6.3. Termination of Obligations
 7. Termination by the Executive
 7.1. Termination by the Executive for Good Reason
 Notice of Termination for Good Reason
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7.2. Other Voluntary Termination by the Executive Voluntary Termination other than
 7.3. Termination Due to Retirement Retirement Retirement Age
 7.4. Good Reason Good Reason
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7.5. Change in Control
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1934 Act
   merger or consolidation other than
  8. Termination by Either Employer Without Specially-Defined Cause provided, however
 9. Certain Termination Benefits
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9.1. Earnings to Date of Termination pro rata
 9.2. Lump Sum Payment Highest Yearly Compensation Total
Compensation
 9.3. Benefit Continuation
 9.4. Pension Adjustment
 9.5. Vesting of Stock Awards and Options
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10. Adjustment for Unavailability of Benefits
 11. Death or Disability Before Completion of Change in Control
 11.1. Certain Payments
     11.2. Preliminary Change in Control. Preliminary Change in Control
 12. Disability
 12.1. Termination Due to Disability
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Disability
  Initial Continuation Period LTD Plan LTD
Eligibility Date 60% Amount
 12.2. Effective Date of Termination
 13. Excise Taxes.
 13.1. Covered Benefits Covered Benefits
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Excise Tax Code Gross-Up Payment Tax Counsel
 13.2. Certain Assumptions
 13.3. Tax Indemnification
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14. Confidential Information confidential information
 15. No Mitigation; No Offset
 16. Indemnification and Insurance.
 16.1. Indemnification
 16.2. Insurance
 17. Non-Competition; Non-Solicitation Employer
 17.1. While Employed
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17.2. Post-Employment Noncompetition Period Competing Business provided, however Termination Date Commercial Loan Customers
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18. Miscellaneous.
 18.1. Conflicting Agreements
 18.2. Definition of Person Person
 18.3. Withholding
 18.4. Arbitration of Disputes
 18.5. Indemnification for Attorneys Fees Expenses
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18.6. Interpretation e.g
 18.7. Assignment; Successors and Assigns, etc.
   provided, however
 18.8. Enforceability
 18.9. Reductions
 18.10. Waiver
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18.11. Notices
 18.12. Election of Remedies
 18.13. Amendment
 18.14. No Effect on Length of Service
 18.15. Allocation of Obligations as Between the Bank and the Holding Company
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18.16. Payments to Estate or Beneficiaries
 18.17. Entire Agreement; Effect on Prior Agreements
 18.18. Counterparts and Facsimile Signatures
 18.19. Governing Law
 18.20. Section 409A
 18.21. Rabbi Trust
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Attest:
    
    Benjamin Franklin Bancorp, Inc.By:Title:[Seal]Witness
    
    ExecutiveClaire S. BeanThe undersigned hereby unconditionally
guarantees the obligations of the
Holding Company under the foregoing Agreement.Benjamin Franklin BankBy:Title:
 -20-