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                                                                  EXHIBIT 10.4.1

                                                                  Execution Copy

                              AMENDED AND RESTATED
                   SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT

                               THOMAS R. VENABLES

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                               TABLE OF CONTENTS

<TABLE>
<S>                                                                            <C>
PART 1. DEFINITIONS........................................................    1
   1.1.  ACTUARIAL EQUIVALENT..............................................    1
   1.2.  AGREED-UPON METHODOLOGIES.........................................    1
   1.3.  ANNUAL ANNUITY EQUIVALENT.........................................    2
   1.4.  BENEFICIARY.......................................................    2
   1.5.  CALENDAR YEAR.....................................................    2
   1.6.  CHANGE IN CONTROL.................................................    2
   1.7.  CODE..............................................................    2
   1.8.  COMPENSATION......................................................    2
   1.9.  DISABLED AND DISABILITY...........................................    3
   1.10. EFFECTIVE DATE....................................................    3
   1.11. EMPLOYER..........................................................    3
   1.12. EMPLOYMENT AGREEMENT..............................................    3
   1.13. FINAL AVERAGE COMPENSATION........................................    3
   1.14. GOOD REASON.......................................................    3
   1.15. INSURANCE POLICY..................................................    3
   1.16. NORMAL RETIREMENT AGE.............................................    3
   1.17. PAYMENT DATE......................................................    3
   1.18. RETIREMENT BENEFIT................................................    3
   1.19. SBERA.............................................................    4
   1.20. SEPARATION FROM SERVICE...........................................    4
   1.21. SPECIALLY-DEFINED CAUSE...........................................    4
   1.22. TERMINATION OF EMPLOYMENT.........................................    4
   1.23. TRUSTEE...........................................................    5
PART 2. BENEFIT AND RELATED MATTERS........................................    5
   2.1.  TIMING AND CALCULATION OF PAYMENT OF BENEFIT......................    5
   2.2.  DELAY IN CERTAIN PAYMENTS AS REQUIRED BY SECTION 409A.............    5
   2.3.  RABBI TRUST.......................................................    5
   2.4.  DISABILITY........................................................    5
   2.5.  TERMINATION WITHOUT SPECIALLY-DEFINED CAUSE OR FOR GOOD REASON....    6
   2.6.  DEATH.............................................................    6
   2.7.  NO BENEFITS UPON DISCHARGE FOR SPECIALLY-DEFINED CAUSE............    6
   2.8.  OPTIONAL FORM OF BENEFIT..........................................    7
   2.9.  INTEREST..........................................................    7
PART 3. ADDITIONAL PROVISIONS..............................................    7
   3.1.  BENEFICIARY DESIGNATION PROCEDURE.................................    7
   3.2.  ASSISTANCE IN PURCHASE OF LIFE INSURANCE..........................    8
   3.3.  ALIENABILITY AND ASSIGNMENT PROHIBITION...........................    8
   3.4.  BINDING OBLIGATION OF BANK AND ANY SUCCESSOR IN INTEREST..........    8
   3.5.  AMENDMENT.........................................................    8
   3.6.  GENERAL...........................................................    8
   3.7.  HEADINGS..........................................................    8
</TABLE>


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<TABLE>
<S>                                                                           <C>
   3.8.  APPLICABLE LAW....................................................    8
   3.9.  NAMED FIDUCIARY AND PLAN ADMINISTRATOR............................    8
   3.10. CLAIMS PROCEDURE..................................................    9
   3.11. ARBITRATION.......................................................    9
   3.12. NON-COMPETITION; NON-SOLICITATION.................................   10
   3.13. ENTIRE AGREEMENT..................................................   11
   3.14. REDUCTIONS........................................................   11
   3.15. INTERPRETATION....................................................   11
   3.16. EMPLOYMENT........................................................   11
   3.17. COMMUNICATIONS....................................................   12
</TABLE>


                                      -ii-

<PAGE>

                              AMENDED AND RESTATED
                   SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT

     This Amended and Restated Supplemental Executive Retirement Agreement, made
and entered into as of December 5, 2005 by and between Benjamin Franklin Bank, a
Massachusetts chartered savings bank with its executive offices in Franklin,
Massachusetts (the "BANK") and a wholly-owned subsidiary of Benjamin Franklin
Bancorp, Inc., a Massachusetts corporation (the "HOLDING COMPANY"), and Thomas
R. Venables, a key employee and executive of the Bank (the "EXECUTIVE"), amends
and restates in its entirety the Salary Continuation Agreement dated as of
August 22, 2002 (the "ORIGINAL AGREEMENT").

                                   WITNESSETH.

     WHEREAS, the Executive is a valuable, key employee of the Bank, serving the
Bank as its President and Chief Executive Officer; and

     WHEREAS, because of the Executive's experience, knowledge of the affairs of
the Bank, and reputation and contacts in the banking industry, the Bank deems
the Executive's continued employment with the Bank important for its future
growth; and

     WHEREAS, it is the desire of the Bank and in its best interest that the
Executive's services be retained; and

     WHEREAS, in order to induce the Executive to continue in the employ of the
Bank, the Bank has previously entered into the Original Agreement to provide the
Executive or his beneficiaries with certain benefits in accordance with the
terms and conditions hereinafter set forth; and

     WHEREAS, the parties have agreed to amend and restate in its entirety the
Original Agreement;

     NOW, THEREFORE, in consideration of services performed in the past and to
be performed in the future as well as of the mutual promises and covenants
herein contained, it is agreed as follows:

PART 1. DEFINITIONS

     1.1. ACTUARIAL EQUIVALENT shall mean a benefit of equivalent current value
to the benefit which could otherwise have been provided to the Executive,
calculated with the Agreed-Upon Methodologies.

     1.2. AGREED-UPON METHODOLOGIES (to be used in making actuarial calculations
under this Agreement) shall be the discount rates, mortality tables and other
assumptions expressed in Section 417(e) of the Code, with the following
adjustments: (i) the 1994 Group Annuity Reserving Table shall be used in place
of the 50/50 male/female mortality table, and (ii) the applicable discount rate
shall be the discount rate to be utilized under such Section 417(e), as
published for January of the year in which the calculation is being made (or of
the previous year

<PAGE>

if as of the time of such calculation no January data has been published for the
year in which the calculation is being made).

     1.3. ANNUAL ANNUITY EQUIVALENT for a 401(k) plan or other defined
contribution plan shall be equal to the annual benefit that would be payable
pursuant to a single life annuity with equal annual payments, commencing on the
Normal Retirement Age and continuing for the Executive's life, that could be
purchased with the amount assumed to be available for such purchase pursuant to
this Section 1.3. The annual benefit payable under such annuity shall be
determined as of the Payment Date, using the Agreed-Upon Methodologies. For
purposes of this Section 1.3, the amount available for the purchase of said
annuity shall be assumed to be the total of: (i) all amounts actually
contributed by the employer as matching contributions or other contributions to
the defined contribution plan on the Executive's behalf (which contributions
shall not include the so-called "individual contributions" on the Executive's
behalf (it being understood that such "individual" contributions are made by the
employer pursuant to a salary reduction agreement with the Executive)), plus
(ii) earnings on those contributions. For purposes of calculating any amount of
earnings that are to be deemed to have been earned during any future period,
such earnings shall be deemed to be equal to the amount which would have been
earned if the balance in the account as of such date of calculation had been
invested at the rate of interest, compounded annually, that had been earned on
such contributions during the period from the date of this Agreement to the date
of calculation. Nothing in this Section 1.3 shall require the Executive to
actually purchase an annuity or to actually surrender any life insurance
contract at retirement.

     1.4. BENEFICIARY shall mean the person or persons designated by the
Executive in accordance with Section 3.1 hereof to receive benefits under this
Agreement after the death of the Executive.

     1.5. CALENDAR YEAR shall mean a calendar year from January 1 to December
31.

     1.6. CHANGE IN CONTROL shall have the meaning defined in the Employment
Agreement.

     1.7. CODE shall mean the Internal Revenue Code of 1986, as amended.

     1.8. COMPENSATION shall mean all compensation reported on the Executive's
Form W-2 (Wages, tips, other compensation box) for a Calendar Year, including,
but not limited to, any bonuses actually paid by the Bank to the Executive
during the Calendar Year, but adding thereto any amount which is contributed by
the Bank on the Executive's behalf pursuant to a salary reduction agreement and
which is not includable in the Executive's gross income under Section 125,
132(f), 402(e)(3) or 402(h) of the Code, as well as the amount of any pay
reduction contributions to a nonqualified deferred compensation plan, and
excluding therefrom any taxable employee benefits of any kind (e.g.,
reimbursements of moving and relocation expenses, insurance premiums,
automobile, health, medical, and dental expenses, the cost of group-term life
insurance, compensation arising from the exercise of a nonqualified stock
option, the disqualifying disposition of stock issued pursuant to an incentive
stock option, or from a stock grant, and any fringe benefit which is not
excluded from gross income under Section 132 of the Code).


                                      -2-

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     1.9. DISABLED and DISABILITY shall have the meaning defined in Section
2.4(b).

     1.10. EFFECTIVE DATE. The Effective Date of this Agreement shall be January
1, 2005.

     1.11. EMPLOYER shall mean each of the Bank and the Holding Company,
individually and collectively.

     1.12. EMPLOYMENT AGREEMENT shall mean that certain Employment Agreement
between the Executive and the Holding Company dated as of April 4, 2005 (as the
same may be amended, modified or restated from time to time).

     1.13. FINAL AVERAGE COMPENSATION shall mean the average of the Compensation
of the Executive for the three Calendar Years during his final ten Calendar
Years of employment with the Bank during which his Compensation was the highest.

     1.14. GOOD REASON shall have the meaning defined in the Employment
Agreement and shall also include:

          (a) A material breach by the Bank of any of the provisions of this
Agreement which failure or breach shall have continued for thirty (30) days
after written notice from the Executive to the Bank specifying the nature of
such failure or breach; or

          (b) Any termination of the Executive's employment with the Bank or the
Holding Company that does not constitute a "VOLUNTARY TERMINATION" under the
Employment Agreement; or

          (c) The failure of the Bank to obtain a satisfactory agreement from
any successor thereof to assume and agree to perform this Agreement.

In addition, "GOOD REASON" shall include the following event but only if it
shall occur within three years following a Change in Control:

          (d) A reasonable determination by the Executive that, as a result of a
Change in Control, he is unable to exercise the responsibilities, authorities,
powers, functions or duties exercised by the Executive immediately prior to such
Change in Control.

     1.15. INSURANCE POLICY shall mean such insurance policy or policies (if
any) as the Bank, in its sole and absolute discretion, may choose to purchase to
fund some or all of the benefits payable hereunder.

     1.16. NORMAL RETIREMENT AGE shall mean the date on which the Executive
attains age sixty-five (65).

     1.17. PAYMENT DATE shall mean the earlier to occur of (x) Separation from
Service or (y) Normal Retirement Age.

     1.18. RETIREMENT BENEFIT shall mean a lump sum payment calculated in the
manner described in this Section 1.18. The lump sum Retirement Benefit payment
shall be the Actuarial


                                      -3-

<PAGE>

Equivalent of a stream of payments, each year consisting of twelve equal
payments each in an amount equal to one twelfth of the "YEARLY BENEFIT AMOUNT,"
commencing at Normal Retirement Age and continuing for twenty (20) years. The
actuarial equivalent of such stream of payments shall be determined as of the
Payment Date, using the Agreed-Upon Methodologies. The parties have agreed that
it shall be assumed that payment of the Yearly Benefit Amount would commence at
Normal Retirement Age (regardless of when the Retirement Benefit is actually
paid) for purposes of calculating the amount of such lump sum Retirement
Benefit, in order to appropriately adjust such Retirement Benefit for the time
value of money in the event that the Retirement Benefit is paid prior to Normal
Retirement Age; provided, however, that in the event of Termination without
Specially-Defined Cause or for Good Reason (as described in Section 2.5) within
three years after a Change in Control, payment of the Yearly Benefit Amount
shall be deemed to commence as of the date of Separation from Service for
purposes of calculating such lump sum benefit. The "YEARLY BENEFIT AMOUNT" shall
be calculated as of the Payment Date by:

     (x)  multiplying 75% times the Executive's Final Average Compensation (as
          of such Payment Date); and by

     (y)  subtracting from such result the following:

          (i)  one-half of the annual amount payable (before earnings
               reductions) to the Executive as a primary Social Security
               retirement benefit at age 65,

          (ii) the Annual Annuity Equivalent (calculated pursuant to Section 1.3
               and based only upon amounts actually contributed by the employer
               as matching contributions or other contributions, and not
               including so-called "individual" contributions) that would be
               payable to the Executive as of the Payment Date under any tax
               qualified defined contribution plans maintained by the Bank
               during the Executive's employment, including the Bank's 401(k)
               plan and Employee Stock Ownership Plan, and

          (iii) the Annual Annuity Equivalent that would be payable to the
               Executive as of the Payment Date under the Bank's Benefit
               Restoration Plan.

     1.19. SBERA shall mean the Savings Banks Employees Retirement Association
or any successor thereto.

     1.20. SEPARATION FROM SERVICE shall have the meaning determined pursuant to
regulations or other guidance issued with regard to Section 409A of the Code.
Until further guidance is issued, Separation from Service shall mean Termination
of Employment as defined in Section 1.22.

     1.21. SPECIALLY-DEFINED CAUSE shall have the meaning defined in the
Employment Agreement.

     1.22. TERMINATION OF EMPLOYMENT shall mean termination of full-time
employment with the Bank and any affiliate of the Bank.


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     1.23. TRUSTEE. Trustee shall mean the trustee to be appointed under that
certain Trust Agreement ("TRUST") under the Benjamin Franklin Bank Supplemental
Executive Retirement Plan to be entered into by the Bank.

PART 2. BENEFIT AND RELATED MATTERS

     2.1. TIMING AND CALCULATION OF PAYMENT OF BENEFIT. The Executive shall be
entitled to receive a Retirement Benefit under this Agreement as of the Payment
Date. Such Retirement Benefit shall be calculated pursuant to Section 1.18, and
shall be paid not later than 30 days after the Payment Date. The method of
calculating and/or the time of payment of the Retirement Benefit may be adjusted
as provided in, as applicable, Section 2.4, Section 2.5, or Section 2.6. To the
extent of any inconsistency between this Section 2.1 and any of Section 2.4,
Section 2.5, or Section 2.6, such Section 2.4, Section 2.5, or Section 2.6, as
applicable, shall be controlling.

     2.2. DELAY IN CERTAIN PAYMENTS AS REQUIRED BY SECTION 409A. Notwithstanding
any other provision of this Agreement, to the extent required by applicable law,
if the Retirement Benefit is being paid upon Separation from Service (other than
upon Disability or death), payment of such benefit shall be made six (6) months
after the date of Separation from Service in order to comply with Section 409A
of the Code, and interest shall be added to such payment pursuant to Section
2.9.

     2.3. RABBI TRUST. In the event that: (a) a Change in Control occurs before
the Payment Date, (b) payment of the Retirement Benefit is required to be
delayed for a period of time after Separation from Service in order to comply
with Section 409A of the Code, or (c) the Payment Date is extended for an
additional period of at least five years pursuant to Section 2.8 in order to
comply with Section 409A of the Code, the Bank shall, as soon as possible, but
in no event later than 30 days following the Change in Control (in the event of
(a) above), or the Payment Date (in the event of (b) or (c) above), make an
irrevocable contribution to the Trust. In the event of a Change in Control, the
contribution shall be in an amount that is sufficient, as determined by an
actuary appointed by the Trustee, to pay the Executive or his beneficiary the
full benefits to which he would be entitled pursuant to the terms of this
Agreement as of the date on which the Change in Control occurred assuming that
the Payment Date was the date of the Change in Control. In the event that
payment is delayed or the Payment Date is extended in order to comply with
Section 409A, the contribution shall be in an amount equal to the Retirement
Benefit, calculated pursuant to Section 1.18, plus the interest to be added to
such amount pursuant to Section 2.9. Within the same 30 day period, the Bank
shall make a further irrevocable contribution to the Trust in an amount
sufficient to pay for the Trustee's fees and for actuarial, accounting, legal
and other professional or administrative services necessary to implement the
terms of this Agreement until actual payment of the Retirement Benefit. Such
amount shall be determined by the Trustee's estimate of its fees (as provided in
the Trust Agreement) and by estimates obtained by the Trustee from the
independent actuaries, accountants, lawyers and other appropriate professional
and administrative personnel who provide such services to the Trust or the Bank
(and in the event of a Change in Control it shall be those personnel who
provided such services immediately before the Change in Control).

     2.4. DISABILITY.


                                      -5-

<PAGE>

          (a) In the event that the Executive shall become "DISABLED" (as
defined in Section 2.4(b)) while in the employ of the Bank and prior to his
Normal Retirement Age, his Retirement Benefit shall be calculated pursuant to
Section 1.18 as if the Executive's Compensation had increased by five percent
(5%) per year for each year from the date of Termination of Employment due to
Disability to Normal Retirement Age. The Executive shall receive such benefit at
Normal Retirement Age. Payments under this Section 2.4 shall be in full
satisfaction of any obligations of the Bank to the Executive under this
Agreement but shall be in addition to any payments otherwise payable to the
Executive as a result of disability under any other plans or agreements in
effect from time to time.

          (b) The Executive shall be considered to be "DISABLED" (and to have a
"DISABILITY") if (i) the Bank's long term disability insurance policy carrier
has determined that the Executive is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment
which can be expected to result in death or can be expected to last for a
continuous period of not less than 12 months, or (ii) the Executive is, by
reason of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period
of not less than 12 months, receiving income replacement benefits for a period
of not less than 3 months under an accident and health plan covering employees
of the Bank.

     2.5. TERMINATION WITHOUT SPECIALLY-DEFINED CAUSE OR FOR GOOD REASON. If the
Employer shall terminate Executive's employment prior to the Normal Retirement
Age without "SPECIALLY-DEFINED CAUSE," as defined at Section 1.21, other than by
reason of death or Disability (as defined at Section 2.4(b)), or if the
Executive terminates employment for "GOOD REASON," as defined at Section 1.14,
the Executive's Retirement Benefit shall be calculated pursuant to Section 1.18
as if the Executive's Compensation had increased by five percent (5%) per year
for each year from the date of such Termination of Employment until the Normal
Retirement Age. To the extent required by applicable law, such Retirement
Benefit shall be made six (6) months after the date of Separation from Service
in order to comply with Section 409A of the Code, and interest shall be added to
such payment pursuant to Section 2.9.

     2.6. DEATH. In the event that the Executive should die while in the employ
of the Bank and prior to his Normal Retirement Age, the Executive's Beneficiary
shall receive a Retirement Benefit, calculated pursuant to Section 1.18,
provided, however, that the Executive's Compensation shall be deemed to have
increased by five percent (5%) per year for each year from the Executive's death
until Normal Retirement Age. The Executive's Beneficiary shall receive such
benefit within 30 days of the Executive's death.

     2.7. NO BENEFITS UPON DISCHARGE FOR SPECIALLY-DEFINED CAUSE. Should the
Executive be discharged for Specially-Defined Cause at any time, all benefits
under Part 2 of this Agreement shall be forfeited. The Executive shall not be
considered to have been terminated for Specially-Defined Cause unless he shall
have been terminated for Specially-Defined Cause in accordance with the
procedures set forth in the Employment Agreement. If a dispute arises as to
whether a discharge is for "SPECIALLY-DEFINED CAUSE," such dispute shall be
resolved by arbitration as set forth in Section 3.11 of this Agreement.


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     2.8. OPTIONAL FORM OF BENEFIT. In lieu of the lump sum Retirement Benefit
provided in Section 1.18, upon request the Executive may obtain an optional form
of payment that is the Actuarial Equivalent of such lump sum payment; provided
that such form is a permitted form of benefit under the SBERA Pension Plan, and
provided that such request complies with the provisions of Section 409A of the
Code and any regulations or other Internal Revenue Service guidance promulgated
thereunder. Acceptable forms of payment presently include:

          - Life Annuity

          - Joint and 50% Survivor Annuity or Joint and 100% Survivor Annuity.

The Executive shall have the right within thirty (30) days upon becoming subject
to the Plan to elect the form of payment in which his benefit is to be paid.
Prior to the Payment Date, the Executive may change the form of payment he has
elected, provided, however, that such change must conform with the provisions of
this Agreement and with any applicable requirements of Section 409A (and any
other applicable tax law regarding deferral of income or avoidance of
constructive receipt). As of the date of this Agreement, all such changes (other
than those from one form of life annuity to an actuarially-equivalent form of
life annuity) must be made at least one year before the Payment Date and must
extend the Payment Date for an additional period of at least five (5) years
(which means that payment of the benefit under this Agreement shall be made or
commence on a date that is at least five years after the Payment Date).

     2.9. INTEREST. In the event that payment of a Retirement Benefit under this
Agreement is required to be made six (6) months after the date of Separation
from Service in order to comply with Section 409A of the Code, or if the Payment
Date is extended for a period of at least five years pursuant to Section 2.8,
interest (calculated at the annual discount rate or rates from time to time in
effect under the Agreed-Upon Methodologies and compounded annually) shall accrue
from the otherwise-applicable, original Payment Date (as determined pursuant to
Section 1.17) until the date of actual payment of the benefit, and shall be paid
together with the Retirement Benefit.

PART 3. ADDITIONAL PROVISIONS

     3.1. BENEFICIARY DESIGNATION PROCEDURE. The Executive may designate one or
more Beneficiaries to receive specified percentages of any death benefit
payments to be paid hereunder. The Executive shall designate any such
Beneficiaries in writing and shall submit such writing to the Treasurer of the
Bank. Only designated Beneficiaries alive at the Executive's death shall be
entitled to share in the benefit payments. Absent a contrary specification by
the Executive in writing submitted to the Treasurer of the Bank, each
Beneficiary alive at the Executive's death (or, in the case of the Beneficiary's
death after the Executive's death, the Beneficiary's estate) shall share equally
in death benefit payments. If no designated Beneficiary is alive at the
Executive's death, his surviving spouse shall be entitled to all death benefit
payments. If the Executive dies leaving neither a designated Beneficiary nor a
surviving spouse, his estate shall be entitled to any death benefit payments.
Except to the extent specifically provided in this Section 3.1, the Executive
may not, without the written consent of the Bank, assign to any individual,
trust or other organization, any right title or interest in the Insurance Policy
nor any rights, options, privileges or duties created under this Agreement.


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<PAGE>

     3.2. ASSISTANCE IN PURCHASE OF LIFE INSURANCE. If the Bank elects to invest
in an Insurance Policy, the Executive shall assist the Bank by freely submitting
to a physical exam and supplying such additional information necessary to obtain
such insurance or annuities. It is agreed and understood, however, that the Bank
is under no obligation to fund the benefits payable under this Agreement with
any form of insurance.

     3.3. ALIENABILITY AND ASSIGNMENT PROHIBITION. Neither the Executive, his
surviving spouse nor any other Beneficiary under this Agreement shall have any
power or right to transfer, assign, anticipate, hypothecate, mortgage, commute,
modify or otherwise encumber in advance any of the benefits payable hereunder
nor shall any of said benefits be subject to seizure for the payment of any
debts, judgments, alimony or separate maintenance owed by the Executive or his
Beneficiary, nor be transferable by operation of law in the event of bankruptcy,
insolvency or otherwise. In the event the Executive or any Beneficiary attempts
assignment, commutation, hypothecation, transfer or disposal of the benefits
hereunder, the Bank's liabilities shall forthwith cease and terminate.

     3.4. BINDING OBLIGATION OF BANK AND ANY SUCCESSOR IN INTEREST. This
Agreement shall bind the Executive and the Bank, their heirs, successors,
personal representatives and assigns. The Bank expressly agrees that it shall
not merge or consolidate into or with another bank or sell substantially all of
its assets to another bank, firm or person until such bank, firm or person
expressly agrees, in writing, to assume and discharge the duties and obligations
of the Bank under this Agreement.

     3.5. AMENDMENT. During the lifetime of the Executive, this Agreement may be
amended only with the mutual written assent of the Executive and the Bank.

     3.6. GENERAL. The benefits provided by the Bank to the Executive pursuant
to this Agreement are in the nature of a fringe benefit and shall in no event be
construed to affect or limit the Executive's current or prospective salary
increases, cash bonuses or profit-sharing distributions or credits or his right
to participate in or be covered by any qualified or non-qualified pension,
profit-sharing, group, bonus or other supplemental compensation or fringe
benefit plan.

     3.7. HEADINGS. Headings and subheadings in this Agreement are inserted for
reference and convenience only and shall not be deemed a part of this Agreement.

     3.8. APPLICABLE LAW. This Agreement shall be governed by, and construed and
enforced in accordance with, the substantive laws of The Commonwealth of
Massachusetts without regard to its principles of conflicts of laws.

     3.9. NAMED FIDUCIARY AND PLAN ADMINISTRATOR. The "NAMED FIDUCIARY AND PLAN
ADMINISTRATOR" of this plan shall be Benjamin Franklin Bank until its removal by
the Board. As Named Fiduciary and Plan Administrator, the Bank shall be
responsible for the management, control and administration of the benefits to be
provided under this Agreement. The Named Fiduciary may delegate to others
certain aspects of the management and operational responsibilities of the plan
including the employment of advisors and the delegation of ministerial duties to
qualified individuals.


                                      -8-

<PAGE>

     3.10. CLAIMS PROCEDURE. In the event a dispute arises over benefits under
this Agreement and benefits are not paid to the Executive (or to his beneficiary
in the case of the Executive's death) and such claimants feel they are entitled
to receive such benefits, then a written claim must be made to the Plan
Administrator named above within sixty (60) days from the date payments are
refused. The Plan Administrator shall review the written claim and if the claim
is denied, in whole or in part, they shall provide in writing within sixty (60)
days of receipt of such claim their specific reasons for such denial, reference
to the provisions of this Agreement upon which the denial is based and any
additional material or information necessary to perfect the claim. Such written
notice shall further indicate the additional steps to be taken by claimants if a
further review of the claim denial is desired. A claim shall be deemed to have
been denied if the Plan Administrator fails to take any action within the
aforesaid ninety-day period.

     If claimants desire a second review they shall notify the Plan
Administrator in writing within ninety (90) days of the first claim denial.
Claimants may review this Agreement or any documents relating thereto and submit
any written issues and comments they may feel appropriate. In its sole
discretion, the Plan Administrator shall then review the second claim and
provide a written decision within sixty (60) days of receipt of such claim. This
decision shall likewise state the specific reasons for the decision and shall
include reference to specific provisions of this Agreement upon which the
decision is based.

     3.11. ARBITRATION. Any controversy or claim arising out of or relating to
the Agreement, or the breach thereof, or any failure to agree where agreement of
the parties is necessary pursuant hereto, including the determination of the
scope of this agreement to arbitrate, shall be resolved by the following
procedures:

          (a) The parties agree to submit any dispute to final and binding
arbitration administered by the American Arbitration Association (the "AAA"),
pursuant to the Commercial Arbitration Rules of the AAA as in effect at the time
of submission. The arbitration shall be held in Boston, Massachusetts before a
single neutral, independent, and impartial arbitrator (the "ARBITRATOR").

          (b) Unless the parties have agreed upon the selection of the
Arbitrator before then, the AAA shall appoint the Arbitrator within thirty (30)
days after the submission to AAA for binding arbitration. The arbitration
hearings shall commence within fifteen (15) days after the selection of the
Arbitrator. Each party shall be limited to two pre-hearing depositions each
lasting no longer than two (2) hours. The parties shall exchange documents to be
used at the hearing no later than ten (10) days prior to the hearing date. Each
party shall have no longer than three (3) hours to present its position, and the
entire proceedings before the Arbitrator shall be on no more than two (2)
hearing days within a two week period. The award shall be made no more than ten
(10) days following the close of the proceeding. The Arbitrator's award shall
not include consequential, exemplary, or punitive damages. The Arbitrator's
award shall be a final and binding determination of the dispute and shall be
fully enforceable in any court of competent jurisdiction. Except in a proceeding
to enforce the results of the arbitration, neither party nor the Arbitrator may
disclose the existence, content, or results of any arbitration hereunder without
the prior written consent of both parties.


                                      -9-

<PAGE>

          (c) In the event that it shall be necessary or desirable for the
Executive to retain legal counsel or incur other costs and expenses in
connection with the enforcement or protection of any or all of the Executive's
rights under this Agreement, the Bank shall pay (or the Executive shall be
entitled to recover from the Bank, as the case may be) the Executive's
reasonable attorneys' fees and other reasonable costs and expenses in connection
with the enforcement or protection of said rights (including the enforcement of
any arbitration award in court) regardless of the final outcome, unless and to
the extent the arbitrators shall determine that under the circumstances recovery
by the Executive of all or a part of any such fees and costs and expenses would
be unjust.

     3.12. NON-COMPETITION; NON-SOLICITATION. For purposes of this Section 3.12,
the term "EMPLOYER" shall include not only each of the Holding Company and the
Bank, but also every other affiliate of the Holding Company (each, an
"EMPLOYER").

          (a) WHILE EMPLOYED. During such time as the Executive is employed by
the Bank or the Holding Company, the Executive will not compete with the banking
or any other business conducted by any Employer during the period of the
Executive's employment, nor will the Executive attempt to hire any employee of
any Employer, assist in such hiring by any other person, encourage any such
employee to terminate his or her relationship with any Employer, or interfere
with or damage (or attempt to interfere with or damage) any relationship between
any Employer and any customers of any Employer or solicit or encourage any
customer of any Employer to terminate its relationship with any Employer or to
conduct with any other person any business or activity which such customer
conducts or could conduct with any Employer.

          (b) POST-EMPLOYMENT. The provisions of this Section 3.12(b) shall not
be binding on the Executive (and shall become of no further force or effect)
after a Change in Control shall have occurred, or in the event that the Employer
has terminated the Executive's employment without Specially-Defined Cause. The
Executive agrees that during the one-year period following termination of the
Executive's employment for any reason (the "NONCOMPETITION PERIOD"), the
Executive will not, directly or indirectly, (i) become a director, officer,
employee, principal, agent, consultant or independent contractor of any insured
depository institution, trust company or parent holding company of any such
institution or company which has an office in any city or town in which the Bank
maintains an office (a "COMPETING BUSINESS"), provided, however, that this
provision shall not prohibit the Executive from (x) owning bonds, non-voting
preferred stock or up to five percent (5%) of the outstanding common stock of
any such entity if such common stock is publicly traded and (y) being employed
by a Competing Business outside of such cities and towns so long as the
Executive is in compliance with the provisions of the remainder of this Section
3.12(b). During the Noncompetition Period, the Executive will not, directly or
indirectly, (i) solicit or encourage any person who was employed by any Employer
on the date of termination of the Executive's employment to leave his or her
employment at any Employer, or (ii) encourage or assist any person with whom the
Executive has an employment or consulting or other similar relationship in
identifying, recruiting or soliciting any commercial loan officer or
relationship manager who was employed by any Employer on the date of termination
of the Executive's employment ("TERMINATION DATE"), or (iii) assist such person
in formulating an employment package for such officer or manager to the extent
such assistance involves the use of confidential information (as that term is
defined in that certain Employment Agreement between the Executive and the
Holding Company). The provisions of this


                                      -10-

<PAGE>

Section 3.12(b) shall not be construed to prohibit any person who employs the
Executive as an employee or consultant from advertising generally for employees
in the markets served by any Employer or from hiring any candidate, whether or
not such person was employed by an Employer, so long as the Executive does not
breach the covenants set forth in this Section 3.12(b). During the
Noncompetition Period, the Executive will not, directly or indirectly, solicit
or encourage or assist others to solicit any business from any person or entity
which, together with its affiliates, had commercial loans outstanding from the
Bank which in the aggregate amounted to $1,000,000 or more at any time within
the six-month period prior to the Termination Date ("COMMERCIAL LOAN
CUSTOMERS"). This Section 3.12(b) shall not be construed to prohibit any of the
Executive's future employers from making general public announcements to the
effect that the Executive has become affiliated with such new employer or
holding receptions to introduce the Executive to persons other than Commercial
Loan Customers. The Executive agrees to inform any potential new employer of the
covenant set forth in this Section 3.12(b) prior to accepting employment during
the Noncompetition Period.

     3.13. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties pertaining to its subject matter and supersedes all prior
and contemporaneous agreements, understandings, negotiations, prior draft
agreements, and discussions of the parties, whether oral or written. This
Agreement specifically supersedes and replaces the Original Agreement in its
entirety.

     3.14. REDUCTIONS. Notwithstanding anything to the contrary contained in
this Agreement, any and all payments and benefits to be provided to the
Executive hereunder are subject to reduction to the extent required by
applicable statutes, regulations, rules and directives of federal, state and
other governmental and regulatory bodies having jurisdiction over the Bank or
the Holding Company. The Executive confirms that the Executive is aware of the
fact that the Federal Deposit Insurance Corporation has the power to preclude
the Bank from making payments to the Executive under this Agreement under
certain circumstances. The Executive agrees that the Bank shall not be deemed to
be in breach of this Agreement if it is precluded from making a payment
otherwise payable hereunder by reason of regulatory requirements binding on the
Bank.

     3.15. INTERPRETATION. When a reference is made in this Agreement to
Sections or Exhibits, such reference shall be to a Section of or Exhibit to this
Agreement unless otherwise indicated. References to Sections include
subsections, which are part of the related Section (e.g., a section numbered
"Section 5.5(a)" would be part of "Section 5.5" and references to "Section 5.5"
would also refer to material contained in the subsection described as "Section
5.5(a)"). The recitals hereto constitute an integral part of this Agreement. The
headings contained in this Agreement are for reference purposes only and shall
not affect in any way the meaning or interpretation of this Agreement. Whenever
the words "include", "includes" or "including" are used in this Agreement, they
shall be deemed to be followed by the words "without limitation". The phrases
"the date of this Agreement", "the date hereof" and terms of similar import,
unless the context otherwise requires, shall be deemed to refer to the date set
forth in the Preamble to this Agreement.

     3.16. EMPLOYMENT. No provision of this Agreement shall be deemed to
restrict or limit any existing employment agreement by and between the Bank and
the Executive, nor shall any


                                      -11-

<PAGE>

conditions herein create specific employment rights to the Executive nor limit
the right of the Bank to discharge the Executive with or without
Specially-Defined Cause. In a similar fashion, no provision shall limit the
Executive's rights to voluntarily terminate his employment at any time. The
benefits provided by this Agreement are not part of any salary reduction plan or
any arrangement deferring a bonus or salary increase. The Executive has no
option to take any current payment or bonus in lieu of these benefits.

     3.17. COMMUNICATIONS. All notices and other communications hereunder shall
be in writing and shall given by hand, sent by facsimile transmission with
confirmation of receipt requested, sent via a reputable overnight courier
service with confirmation of receipt requested, or mailed by registered or
certified mail (postage prepaid and return receipt requested) and shall be
addressed to the Executive at the Executive's last known address on the books of
the Bank or, in the case of the Bank, at its main office, attention of the Board
of Directors. All notices shall be deemed given on the date on which delivered
by hand or otherwise on the date of receipt as confirmed.


                                      -12-

<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Agreement as an
instrument under seal, as of the date first written above.

                                           BENJAMIN FRANKLIN BANK


/s/ Kathleen P. Sawyer                     By: /s/ William P. Bissonnette
----------------------------------------       ---------------------------------
Witness                                        Chairman, Compensation Committee


/s/ Kathleen P. Sawyer                         /s/ Thomas R. Venables
----------------------------------------       ---------------------------------
Witness                                        Thomas R. Venables


                                      -13-

<PAGE>

                          BENEFICIARY DESIGNATION FORM

PRIMARY DESIGNATION:

Name                                               Relationship

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CONTINGENT DESIGNATION:

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Thomas R. Venables                                 Date


                                      -14-