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                                                                  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]

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            (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

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            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.

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      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

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            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,

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                  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

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            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

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