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                                                                    Exhibit 10.2


                          BEVERLY NATIONAL CORPORATION
                                240 Cabot Street
                                Beverly, MA 01915

                                                   July 9, 2002

Mr. Donat Fournier
17 Homestead Road
West Simsbury, CT 06092-2227

Dear Mr. Fournier:

     Beverly National Corporation, a Massachusetts corporation ("Corporation"),
expects that during your tenure as an officer of the Corporation and of Beverly
National Bank, a wholly-owned subsidiary of the Corporation (the "Bank"), you
will contribute to the growth and success of the Bank in significant ways, and
that you will develop an intimate knowledge of the business and affairs of the
Bank and of its policies, methods, personnel and problems. The Corporation also
recognizes that such contributions and knowledge are expected to be of
significant benefit to the future growth and success of the Bank and the
Corporation.

     The Board of Directors of the Corporation (the "Board") recognizes that a
change in control of the Corporation may occur and that the threat of such a
change in control may result in the departure of management personnel to the
detriment of the Corporation and its stockholders. The Board has determined that
appropriate steps should be taken to reinforce and encourage the continued
dedication of members of the Bank's and the Corporation's management, including
yourself, to their assigned duties in the face of the potentially disturbing
circumstances arising from the possibility of such a change in control.


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The continued performance of your duties as an officer of the Bank and the
Corporation may require your strenuous opposition to such a threatened change in
control which, in the judgment of the Board, may not be in the best interests of
the Corporation and its stockholders, and your opposition to such a threatened
change in control of the Corporation could prevent or inhibit you from
effectively continuing your duties as an officer of the Bank and the Corporation
should such a change in control occur.

     In order to induce you to remain in the employ of the Bank and the
Corporation under such circumstances and then to continue to perform your duties
as an officer of the Bank and the Corporation in a manner which is, in your
judgment, in the best interests of the Bank and the Corporation, the Corporation
hereby agrees to provide you with certain severance benefits in the event your
employment with the Bank or the Corporation is terminated subsequent to a change
in control (as defined in Section 1 hereof) under the circumstances described
below.

     1. Change in Control. No benefits shall be payable hereunder unless there
shall have been a change in control as set forth below, and your employment by
the Bank or the Corporation shall thereafter have been terminated in accordance
with Section 2 below. For purposes of this Agreement, a "Change in Control" of
the Corporation shall mean any of the following:

        (a) The acquisition of "control" (within the meaning of Section
2(a)(2) of the Bank Holding Company Act of 1956, as amended, or Section 602 of
the Change in Bank Control Act of 1978) of the Corporation by any person,
company or other entity;

        (b) Any "person" (as such term is used in Sections 13(d) and 14(d)(2)
of the Securities Exchange Act of 1934) is or becomes the "beneficial owner" (as
defined in Rule 13d-3 thereunder), directly or indirectly, of securities

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of the Corporation representing 20% or more of the combined voting power of the
Corporation's then-outstanding securities.

        (c) Any such person becomes the beneficial owner, directly or
indirectly, of securities of the Corporation representing less than 20% of the
Corporation's then-outstanding securities, but is determined by a court or
regulatory agency with jurisdiction over the matter to possess or to have
exercised control over the Corporation; or

        (d) During any period of two consecutive years, individuals who at the
beginning of such period constitute the Board cease for any reason to constitute
at least a majority thereof unless the election or the nomination for election
by the Corporation's stockholders of each new director was approved by a vote of
at least three-fourths of the directors of the Corporation then still in office
who were directors at the beginning of the period; or

        (e) The Corporation sells a majority of its assets, or enters into any
transaction in which another entity (other than an insurer of the deposit
liabilities of a subsidiary of the Corporation) assumes a majority of the
deposit liabilities of any subsidiary of the Corporation.

     2. Termination Following Change in Control. You shall be entitled to the
benefits provided for in Section 3(c) hereof upon the termination of your
employment as an officer of the Bank or the Corporation (i) by reason of your
resignation, as defined in Section 2(b) hereof, from employment with the
Corporation or the Bank for any reason as set forth in a letter from you
delivered to the Board or to the Board of Directors of the Bank, within
twenty-four (24) months after a Change in Control, or (ii) for any other reason,
voluntary or involuntary, within twenty-four (24) months after a Change in
Control, unless your employment is terminated by the Bank or the Corporation for
Cause (as hereinafter defined). In the event your employment with the Bank or
the

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Corporation, but not both, shall be terminated and you shall be entitled to the
benefits provided in Section 3 hereof, you may thereafter terminate your
employment with the Corporation or the Bank, respectively, and continue to be
entitled to the benefits provided in Section 3 hereof.

        (a) Cause. Termination by the Bank or the Corporation of your employment
for "Cause" shall mean termination upon a conviction for criminal misconduct by
you which is materially injurious to the Bank or the Corporation monetarily or
otherwise.

     Notwithstanding the foregoing, you shall not be deemed to have been
terminated for Cause unless and until there shall have been delivered to you a
copy of a resolution duly adopted by the affirmative vote of not less than
three-quarters of the entire membership of the Board of Directors of the Bank or
the Board at a meeting of such board called and held for the purpose (after
reasonable notice to you and an opportunity for you, together with your counsel,
to be heard before such board), finding that in the good faith opinion of such
board you were guilty of conduct set forth above in the first sentence of this
paragraph and specifying the particulars thereof in detail.

        (b) Resignation. Your voluntary resignation from employment with the
Corporation or the Bank for any reason as set forth in a letter from you
delivered to the Board or to the Board of Directors of the Bank.

        (c) Notice of Termination. The Corporation agrees that it will, and will
cause the Bank to, promptly furnish you with a written Notice of Termination.
Any purported termination by you shall be communicated by written Notice of
Termination to the Bank, with a copy to the Corporation. For purposes of this
Agreement, a "Notice of Termination" shall mean a notice which shall indicate
the specific termination provision in this Agreement relied upon and shall set
forth in reasonable detail the facts and circumstances claimed to

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provide a basis for termination of your employment under the provision so
indicated.

        (d) Date of Termination. "Date of Termination" shall mean:

            (i) if your employment is terminated by the Bank or the Corporation
for Cause, the date specified in the Notice of Termination, and

            (ii) if your employment is terminated for any other reason, the date
on which a Notice of Termination is given; provided that if within five (5) days
after any Notice of Termination is given the party receiving such Notice of
Termination notifies the other party that a dispute exists concerning the
termination, the Date of Termination shall be the date on which the dispute is
finally determined, either by mutual written agreement of the parties, by a
binding and final arbitration award or by a final judgment, order or decree of
court of competent jurisdiction (the time for appeal therefrom having expired
and no appeal having been perfected).

     3. Compensation During Disability or Upon Termination.

        (a) During any period that you fail to perform your duties as a result
of incapacity due to physical or mental illness, the Corporation shall pay you,
to the extent it is not paid by Bank, an amount equal to your full base salary
at the rate then in effect until the Date of Termination. Thereafter, your
benefits shall be determined in accordance with the Bank's long-term disability
plan then in effect.

        (b) If your employment shall be terminated for Cause, the Corporation
shall pay you, to the extent it is not paid by Bank, an amount equal to your
full base salary through the Date of Termination at the rate in effect at the
time Notice of Termination was given and the Corporation shall have no further
obligations to you under this Agreement.

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        (c) If, within twenty-four (24) months after a Change in Control shall
have occurred, your employment by the Bank or the Corporation shall be
terminated other than for Cause, then the Corporation shall pay you within five
days after the Date of Termination an amount equal to the sum of:

            (i) An amount equal to your full base salary through the Date of
Termination at the rate in effect at the time Notice of Termination was given,
to the extent Bank does not promptly pay such amount; plus

            (ii) A lump sum amount equal to the product of (A) the average sum
of your annual base compensation (salary plus bonus) paid to you by the Bank or
the Corporation and includible in your taxable income for the five years (or the
term of your employment, if less) preceding a Change in Control multiplied by
(B) the number three (3), less one hundred ($100) dollars; plus

            (iii) All legal fees and expenses incurred by you as a result of
such termination (including all such fees and expenses, if any, incurred in
contesting or disputing any such termination or in seeking to obtain or enforce
any right or benefit provided for by this Agreement).

        (d) You shall not be required to mitigate the amount of any payment
provided for in this Section 3 by seeking other employment or otherwise, nor
shall the amount of any payment provided for in this Section 3 be reduced by any
compensation earned by you as the result of employment by another employer after
the Date of Termination, or otherwise.

        (e) Notwithstanding any provision hereof to the contrary, no payment
hereunder shall be made if it would violate any applicable law, rule or
regulation, including without limitation, 12 C.F.R. Part 359, as promulgated by
the Federal Deposit Insurance Corporation.

        (f) It is the intention of the parties to this Agreement that no
payments by the Corporation to you or for your benefit under this Agreement

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shall be non-deductible to the Corporation by reason of the operation of Section
280G of the Internal Revenue Code of 1986, as amended (the "Code"). Accordingly,
notwithstanding any other provision hereof, if by reason of the operation of
said Section 280G, any such payments exceed the amount which can be deducted by
the Corporation, the amount of such payments shall be reduced to the maximum
which can be deducted by the Corporation. To the extent that payments in excess
of the amount which can be deducted by the Corporation have been made to you or
for your benefit, they shall be refunded with interest at the applicable rate
provided under Section 1274(d) of the Code, or at such other rate as may be
required in order that no such payment to you or for your benefit shall be
nondeductible pursuant to Section 280G of the Code. Any payments made hereunder
which are not deductible by the Corporation as a result of losses which have
been carried forward by the Corporation for Federal tax purposes shall not be
deemed a non-deductible amount for purposes of this Section 3(f).

     4. Successors; Binding Agreement.

        (a) The Corporation will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Corporation, by agreement
in form and substance satisfactory to you, to expressly assume and agree to
perform this Agreement in the same manner and to the same extent that the
Corporation would be required to perform it if no such succession had taken
place. Failure of the Corporation to obtain such agreement prior to the
effectiveness of any such succession shall be a breach of this Agreement and
shall entitle you to compensation from the Corporation in the same amount and on
the same terms as you would be entitled to hereunder if you resigned (as defined
in Section 2(b) hereof) within twenty-four (24) months after a Change in
Control, except that for purposes of implementing the foregoing, the date on
which any such succession

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becomes effective shall be deemed the Date of Termination. As used in this
Agreement, "Corporation" shall mean the Corporation as hereinbefore defined and
any successor to its business and/or assets as aforesaid which executes and
delivers the agreement provided for in this Section 4 or which otherwise becomes
bound by all the terms and provisions of this Agreement by operation of law.

        (b) This Agreement shall inure to the benefit of and be enforceable by
your personal or legal representatives, executors, administrators, successors,
heirs, distributees, devisees, and legatees. If you should die while any amount
would still be payable to you hereunder if you had continued to live, all such
amounts, unless otherwise provided herein, shall be paid in accordance with the
terms of this Agreement to your devisee, legatee or other designee or, if there
be no such designee, to your estate.

     5. Notices. All notices and other communications provided for in this
Agreement shall be in writing and shall be deemed to have been duly given when
delivered or mailed by United States registered mail, return receipt requested,
postage prepaid, addressed to the respective addresses set forth on the first
page of this Agreement, provided that all notices to the Corporation shall be
directed to the attention of the Board with a copy to the Chairman of the Board,
or to such other address as either party may have furnished to the other in
writing in accordance herewith, except that notice of change of address shall be
effective only upon receipt.

     6. Miscellaneous. No provision of this Agreement may be modified, waived or
discharged unless such waiver, modification or discharge is agreed to in writing
and signed by you and such officer as may be specifically designated by the
Board. No waiver by either party hereto at any time of any breach by the other
or failure to comply with any condition or provision of this Agreement to

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be performed by such other party shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any prior or subsequent
time. No agreements or representations, oral or otherwise, express or implied,
with respect to the subject matter hereof have been made by either party which
are not expressly set forth in this Agreement. The validity, interpretation,
construction and performance of this Agreement shall be governed by the laws of
the Commonwealth of Massachusetts. This Agreement is made under seal.

     7. Validity. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement, which shall remain in full force and effect.

     8. Counterparts. This Agreement may be executed in several counterparts,
each of which shall be deemed to be an original but all of which together will
constitute one and the same instrument.

     9. Arbitration. Any dispute or controversy arising under or in connection
with this Agreement shall be settled exclusively by arbitration in Boston,
Massachusetts, in accordance with the rules of the American Arbitration
Association then in effect. Notwithstanding the pendency of any such dispute or
controversy, the Corporation will pay you promptly an amount equal to your full
compensation in effect when the notice giving rise to the dispute was given
(including, but not limited to, base salary) and provide you with all
compensation, benefits and insurance plans in which you were participating when
the notice giving rise to the dispute was given, until the dispute is finally
resolved in accordance with this Section, to the extent Bank does not make such
payments or continue such benefits. Amounts paid under this Section 9 are in
addition to all other amounts due under this Agreement and shall not be offset
against or reduce any other amounts due under this Agreement. Judgment may be
entered on the arbitrator's award in any court having jurisdiction; provided,

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however, that you shall be entitled to seek specific performance of your right
to be paid until the Date of Termination during the pendency of any dispute or
controversy arising under or in connection with this Agreement.

     10. Election of Benefits. An election by you to resign after a Change in
Control under the provisions of this Agreement will not constitute a breach by
you of the Employment Agreement dated the date hereof (or any other employment
agreement) between the Corporation (or any subsidiary thereof) and you and will
not be deemed a voluntary termination of employment by you for the purpose of
interpreting the provisions of any benefit plans, programs or policies. Nothing
in this Agreement will be construed to limit your rights under any employment
agreement you may then have with the Corporation, provided, however, that if you
become entitled to compensation under Section 3 hereof following a Change in
Control, you may elect either to receive the severance payment provided in
Section 3 or such termination benefits as you may have under any such employment
agreement, but may not elect to receive both.

     If this letter correctly sets forth our agreement on the subject matter
hereof, kindly sign and return to the Corporation the enclosed copy of this
letter which will then constitute our agreement on this subject.

ATTEST:                                     BEVERLY NATIONAL CORPORATION


/s/ Paul Germano                            By: /s/ Alice B. Griffin
-----------------------------                   --------------------------------
                                                Alice B. Griffin


Agreed to this 9th day
of July, 2002

/s/ Donat Fournier
-----------------------------
Donat Fournier

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