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Exhibit 10.1.1
 Amended and Restated
 Employment Agreement
 Between
 Benjamin Franklin Bancorp, Inc.
 And
 Thomas R. Venables




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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
    
    
    33.5. Vacation
    
    
    33.6. General
    
    
    34. EXTENT OF SERVICE
    
    
    35. TERMINATION UPON DEATH
    
    
    36. DISCHARGE FOR SPECIALLYDEFINED CAUSE
    
    
    46.1. Notice and Determination of SpeciallyDefined 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
    
    
    77.5. Change in Control
    
    
    88. TERMINATION BY EITHER EMPLOYER WITHOUT SPECIALLYDEFINED CAUSE
    
    
    99. CERTAIN TERMINATION BENEFITS
    
    
    99.1. 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
    
    
    1010. ADJUSTMENT FOR UNAVAILABILITY OF BENEFITS
    
    
    1011. DEATH OR DISABILITY BEFORE COMPLETION OF CHANGE IN CONTROL.
    
    
    1011.1. Certain Payments
    
    
    1011.2. Preliminary Change in Control
    
    
    1012. DISABILITY
    
    
    1112.1. Termination Due to Disability
    
    
    11
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12.2. Effective Date of Termination
    
    
    1213. EXCISE TAXES
    
    
    1213.1. Covered Benefits
    
    
    1213.2. Certain Assumptions
    
    
    1213.3. Tax Indemnification
    
    
    1214. CONFIDENTIAL INFORMATION
    
    
    1315. NO MITIGATION; NO OFFSET
    
    
    1316. INDEMNIFICATION AND INSURANCE
    
    
    1316.1. Indemnification
    
    
    1316.2. Insurance
    
    
    1417. NONCOMPETITION; NONSOLICITATION
    
    
    1417.1. While Employed
    
    
    1417.2. 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
    
    
    1718.10. Waiver
    
    
    1718.11. 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
    
    
    1818.16. 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
    
    
    19
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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




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rd provided,
however Expiration Date
 3. Compensation and Benefits
 3.1. Salary provided, however
 3.2. Regular Benefits
 3.3. Other Benefits.
 Automobile
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SERP
 3.4. Business Expenses
 3.5. Vacation
 3.6. General
 Extent of Service provided, however
 provided
 provided
  Termination Upon Death
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pro rata
 Discharge for Specially-Defined Cause.
 6.1. Notice and Determination of Specially-Defined Cause Specially-Defined Cause
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Notice of Intent to Discharge
  Final Discharge Notice
 6.2. Suspension; Final Discharge
 6.3. Termination of Obligations
 Termination by the Executive
 7.1. Termination by the Executive for Good Reason.
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Notice of Termination for Good Reason
  7.2. Other Voluntary Termination by the Executive Voluntary Termination other than
 7.3. Termination Due to Retirement Retirement Retirement Age
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7.4. Good Reason Good Reason
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7.5. Change in Control
 1934 Act
   merger or consolidation other than
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Termination by Either Employer Without Specially-Defined Cause provided, however
 Certain Termination Benefits
 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
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9.5. Vesting of Stock Awards and Options
 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
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12. Disability
 12.1. Termination Due to Disability Disability
  Initial Continuation Period LTD Plan LTD
Eligibility Date 60% Amount
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12.2. Effective Date of Termination
 13. Excise Taxes.
 13.1. Covered Benefits Covered Benefits 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
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16.2. Insurance
 17. Non-Competition; Non-Solicitation Employer
 17.1. While Employed.
 17.2. Post-Employment Noncompetition Period Competing Business provided, however Termination
Date
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Commercial Loan Customers
 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
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18.9. Reductions
 18.10. Waiver
 18.11. Notices
 18.12. Election of Remedies
 18.13. Amendment
 18.14. No Effect on Length of Service
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18.15. Allocation of Obligations as Between the Bank and the Holding Company
 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
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18.21. Rabbi Trust
  -19-




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Attest:
    
    Benjamin Franklin Bancorp, Inc.By:Alfred H. Wahlers/Chairman of the Board[Seal]Witness
    
    ExecutiveThomas R. VenablesThe undersigned hereby unconditionally
guarantees the obligations of the
Holding Company under the foregoing Agreement.Benjamin Franklin BankBy:Alfred H. Wahlers/Chairman of the Board
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