EXHIBIT 99.7

PROSPECTUS SUPPLEMENT

INTERESTS IN

BENJAMIN FRANKLIN BANK
401(K) PLAN

AND

OFFERING OF UP TO [________] SHARES OF

BENJAMIN FRANKLIN BANCORP, INC.
COMMON STOCK (NO PAR VALUE)

--------------------

This prospectus supplement relates to the offer and sale to participants
in the Benjamin Franklin Bank 401(k) Plan of participation interests and shares
of common stock of Benjamin Franklin Bancorp the holding company of Benjamin
Franklin Bank.

The Board of Trustees of Benjamin Franklin Bancorp has adopted a plan to
convert Benjamin Franklin Bancorp from its current form as a
Massachusetts-chartered mutual holding company, known as Benjamin Franklin
Bancorp, M.H.C., to a Massachusetts-chartered business corporation and stock
holding company. As part of the conversion, Benjamin Franklin Bancorp will
simultaneously offer shares of its common stock to the public under certain
purchase priorities in the plan of conversion. At the same time as the
conversion, Benjamin Franklin Bancorp will acquire Chart Bank of Waltham,
Massachusetts.

In connection with the offering of Benjamin Franklin Bancorp common
stock, Benjamin Franklin Bank 401(k) Plan participants will be permitted to
direct the trustee of the 401(k) Plan to use their current account balances to
subscribe for and purchase shares of Benjamin Franklin Bancorp common stock
through the Employer Stock Fund. Based upon the value of the 401(k) Plan assets
at [DATE], the trustee of the 401(k) Plan could purchase up to [________] shares
of Benjamin Franklin Bancorp common stock assuming a purchase price of $10 per
share. This prospectus supplement relates to the election of 401(k) Plan
participants to direct the trustee of the 401(k) Plan to invest all or a portion
of their 401(k) Plan accounts in Benjamin Franklin Bancorp common stock.

The prospectus dated [DATE], 2005, of Benjamin Franklin Bancorp, which
we have provided to you with this prospectus supplement, includes detailed
information regarding the conversion, the Chart Bank acquisition, the common
stock and the financial condition, results of operations and business of
Benjamin Franklin Bancorp and Benjamin Franklin Bank. This prospectus supplement
provides information regarding the 401(k) Plan. You should read this prospectus
supplement together with the prospectus and keep both for future reference.

Please refer to "Risk Factors" beginning on page __ of the prospectus.

THE SECURITIES OFFERED IN THIS SUPPLEMENT ARE NOT DEPOSITS OR ACCOUNTS
AND ARE NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION
OR ANY OTHER GOVERNMENT AGENCY.

NONE OF THE SECURITIES AND EXCHANGE COMMISSION, THE MASSACHUSETTS
COMMISSIONER OF BANKS NOR ANY STATE SECURITIES REGULATOR HAS APPROVED OR
DISAPPROVED OF THESE THE INTERESTS IN THE PLAN OR THE

OFFERING OF THE COMMON STOCK OR DETERMINED IF THIS PROSPECTUS SUPPLEMENT IS
ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This prospectus supplement may be used only in connection with offers
and sales by Benjamin Franklin Bancorp of interests or shares of common stock
pursuant to the 401(k) Plan. No one may use this prospectus supplement to
reoffer or resell interests or shares of common stock acquired through the
401(k) Plan.

You should rely only on the information contained in this prospectus
supplement and the attached prospectus. Benjamin Franklin Bancorp, Inc. and the
Plan have not authorized anyone to provide you with information that is
different.

This prospectus supplement does not constitute an offer to sell or
solicitation of an offer to buy any securities in any jurisdiction to any person
to whom it is unlawful to make an offer or solicitation in that jurisdiction.
Neither the delivery of this prospectus supplement and the prospectus nor any
sale of common stock shall under any circumstances imply that there has been no
change in the affairs of Benjamin Franklin Bancorp, Inc. or any of its
subsidiaries or the Plan since the date of this prospectus supplement, or that
the information contained in this prospectus supplement or incorporated by
reference is correct as of any time after the date of this prospectus
supplement.

The date of this Prospectus Supplement is [DATE], 2005.

TABLE OF CONTENTS

Page

THE OFFERING.................................................................................1
Securities Offered...................................................................1
Election to Purchase the Common Stock in the Conversion..............................1
Value of Participation Interests.....................................................1
Method of Directing Transfer.........................................................2
Time for Directing Transfer..........................................................2
Irrevocability of Transfer Direction.................................................2
Direction to Purchase the Common Stock After the Conversion..........................2
Common Stock in the Conversion will be Purchased at $10 Per Share....................2
Nature of a Participant's Interest in the Employer Stock Fund........................3
Voting and Tender Rights of the Common Stock.........................................4

DESCRIPTION OF THE PLAN......................................................................5
Introduction.........................................................................5
Eligibility and Participation........................................................5
Contributions Under the Plan.........................................................5
Limitations on Contributions.........................................................6
Investment of Contributions..........................................................7
Benefits Under the Plan..............................................................9
Withdrawals and Distributions From the 401(k) Plan...................................9
Administration of the Plan..........................................................10
Reports to Plan Participants........................................................10
Plan Administrator..................................................................10
Amendment and Termination...........................................................10
Merger, Consolidation or Transfer...................................................11
Federal Income Tax Consequences.....................................................11
ERISA and Other Qualification.......................................................12
Restrictions on Resale..............................................................12
SEC Reporting and Short-Swing Profit Liability......................................12

LEGAL OPINION...............................................................................13

iii

THE OFFERING

SECURITIES OFFERED

The securities offered in connection with this prospectus supplement are
participation interests in the 401(k) Plan. At [DATE], there were sufficient
funds in the Plan to purchase up to approximately [____] shares of Benjamin
Franklin Bancorp, Inc. common stock in the offering. Benjamin Franklin Bancorp,
the holding company for Benjamin Franklin Bank, is the issuer of the common
stock. Only employees of Benjamin Franklin Bank may participate in the 401(k)
Plan. The interests offered under this prospectus supplement are conditioned on
the consummation of the conversion. Your investment in the Employer Stock Fund
in connection with the conversion is subject to priorities set forth in the plan
of conversion of Benjamin Franklin Bancorp.

This prospectus supplement contains information regarding the 401(k)
Plan. The attached prospectus contains information regarding the conversion,
acquisition and the financial condition, results of operations and business of
Benjamin Franklin Bancorp, Benjamin Franklin Bank and Chart Bank. The address of
the principal executive offices of Benjamin Franklin Bancorp and Benjamin
Franklin Bank is 58 Main Street, Franklin, Massachusetts 02038-0309. Their
telephone number is (508) 528-7000.

ELECTION TO PURCHASE THE COMMON STOCK IN THE CONVERSION

In connection with the conversion, Benjamin Franklin Bank has amended
the 401(k) Plan to permit you to direct the trustee to transfer all or part of
the funds which represent your beneficial interest in the assets of the 401(k)
Plan to the Employer Stock Fund. The trustee of the 401(k) Plan will subscribe
for common stock offered for sale in connection with the conversion in
accordance with each participant's direction. In the event the conversion
offering is oversubscribed and some or all of your funds cannot be used to
purchase common stock in the conversion offering, the trustee will reallocate
the amount not invested in common stock on a proportionate basis to the other
investment options you have selected.

All plan participants are eligible to direct a transfer of funds to the
Employer Stock Fund. However, such directions are subject to the purchase
priorities in the plan of conversion of Benjamin Franklin Bancorp. Participants
who are depositors with accounts at Benjamin Franklin Bank with aggregate
balances of at least $50.00 on May 31, 2003 have first priority, and
participants who are depositors (other than Benjamin Franklin Bank officers,
directors, trustees, corporators and their associates) with accounts at Benjamin
Franklin Bank with aggregate balances of at least $50.00 on [DATE] have second
priority. No 401(k) Plan participant may direct the trustee to transfer in
excess of 20% of the funds which represent such participant's beneficial
interest in the assets of the 401(k) Plan to the Employer Stock Fund unless such
participant has waived this limitation and signed a certificate that he or she
understands the risk of Benjamin Franklin Bancorp stock ownership.

VALUE OF PLAN ASSETS

As of [DATE], the market value of the assets of the 401(k) Plan totaled
$__________. The value of plan assets represents the past contributions to the
401(k) Plan by or on behalf of the participants of the 401(k) Plan, plus or
minus earnings or losses on the contributions, less previous withdrawals.

METHOD OF DIRECTING TRANSFER

If you want to use your 401(k) Plan funds to purchase common stock in
the Benjamin Franklin Bancorp offering, you must make a transfer of funds into
the Employer Stock Fund from the other

investment funds in which your funds are invested. You must do this by
completing the attached form and submitting it to Kathy Sawyer. The trustee will
submit an order form on your behalf to purchase the maximum number of shares in
the offering that can be purchased with the funds you transferred to the
Employer Stock Fund. If you do not wish to make such an election at this time,
you do not need to take any action.

TIME FOR DIRECTING TRANSFER

The deadline for submitting a direction to transfer amounts to the
Employer Stock Fund in connection with the conversion is ten (10) days prior to
[DATE], 2005, the Expiration Date of the offering. You should return the
Contribution and Investment Form attached to this prospectus supplement to the
Kathy Sawyer by [TIME], Massachusetts time, on [DATE], 2005.

IRREVOCABILITY OF TRANSFER DIRECTION

You may not revoke your direction transfer amounts credited to your
account in the Plan to the Employer Stock Fund for the purchase of stock in the
offering. Pending completion of the initial public offering, the funds you
transfer to the Employer Stock Fund will be held in an interest-bearing account
at Benjamin Franklin Bank on the same terms as other subscribers in the initial
public offering, as described in the attached prospectus.

DIRECTION TO PURCHASE THE COMMON STOCK AFTER THE CONVERSION

After the conversion, you may direct the trustee of the 401(k) Plan to
transfer a certain percentage (in multiples of not less than 1%) of the net
value of your interests in the trust fund to the Employer Stock Fund or to the
other investment funds available under the 401(k) Plan. Alternatively, you may
direct the trustee of the 401(k) Plan to transfer a certain percentage of your
interest in the Employer Stock Fund to the trust fund and invested in accordance
with the terms of the 401(k) Plan. You may direct the trustee to invest future
contributions made to the 401(k) Plan on your behalf in the Employer Stock Fund
or any of the other funds available under the 401(k) Plan. Following your
initial election, you may change the allocation of your interest in the Employer
Stock Fund on the first day of the beginning of the next payroll period by
submitting an appropriate form to the plan administrator. You may obtain a form
from the Kathy Sawyer. Special restrictions may apply to transfers directed by
those participants who are officers, directors and principal shareholders of
Benjamin Franklin Bank who are subject to the provisions of Section 16(b) of the
Securities Exchange Act of 1934.

COMMON STOCK IN THE CONVERSION WILL BE PURCHASED AT $10 PER SHARE

The trustee will use the funds transferred to the Employer Stock Fund to
purchase shares of common stock in the conversion. The trustee will pay the same
price for shares of common stock as all other persons who purchase shares of the
common stock in the conversion. Post-conversion purchases of common stock in the
Employer Stock Fund will be made at prevailing market prices. These prices may
be higher or lower than the conversion price of $10 per share of common stock.

NATURE OF A PARTICIPANT'S INTEREST IN THE EMPLOYER STOCK FUND

With the other investment funds in the 401(k) Plan, the funds purchase
their underlying investment every pay period. Each investment fund's unit value
is updated every day based on the total value of its underlying investments and
the number of units held in the fund. Distributions, withdrawals, loans and
investment transfers occur without having to wait until the end of the calendar
quarter. Loan

and transfer requests are made through the Voice Response System ("VRS").
However, the Employer Stock Fund differs from the other investment options in
the 401(k) Plan in the following ways:

- Any of your elective deferrals that you direct into the Employer
Stock Fund are invested in the fund every pay period (as your
deferrals are withheld from each paycheck). However, your money
is invested in a money market fund and earns interest until the
end of the calendar quarter, at which time the cash is used to
buy Benjamin Franklin Bancorp common stock.

- The Employer Stock Fund's unit values are determined only at the
end of a calendar quarter, based on the market value of all
Benjamin Franklin Bancorp common stock the fund holds. The units
you hold do not represent an equivalent number of Benjamin
Franklin Bancorp common stock, but instead reflect your portion
of the fund's holdings.

- The value of your investment in the Employer Stock Fund that you
can obtain from the VRS will be its value based on the Employer
Stock Fund unit value at the close of the prior calendar quarter
plus your deferrals, which are being held in money market fund
until the end of the calendar quarter.

- If you invest in the Employer Stock Fund, all distributions and
investment transfers you make involving that fund are done only
at the end of the applicable calendar quarter using the
appropriate administrative form, which must reach Kathy Sawyer
at least two weeks before the end of the calendar quarter.
Transfers into or out of the Employer Stock Fund cannot be
initiated in the VRS.

- Withdrawals can only be drawn from your Employer Stock Fund at
the end of a calendar quarter, unlike the other funds, which can
be drawn against on any day. Therefore, withdrawals will be
drawn first from the other funds, not your interest in the
Employer Stock Fund. Only if there is not enough money in your
other funds to meet your withdrawal amount will the remainder be
drawn from your interest in the Employer Stock Fund at the end
of the calendar quarter. In that event, the entire amount of
your withdrawal will not be made until after the end of the
calendar quarter.

- When you request from the VRS the amount available for loan, the
amount will not include your interest in the Employer Stock
Fund. If you wish to borrow from your interest in the Employer
Stock Fund, you must first transfer an amount out of the
Employer Stock Fund, equal to twice the amount you wish to
borrow, into one of the other investment funds. Then you can
follow the usual procedures to request a loan from that
investment fund.

VOTING AND TENDER RIGHTS OF THE COMMON STOCK

The plan administrator generally will exercise voting rights
attributable to all of the common stock held by the Employer Stock Fund.
However, in the event that a significant corporate transaction is proposed to
the shareholders of Benjamin Franklin Bancorp, such as a tender offer, the
trustees of the 401(k) Plan may pass-through to you the voting or tender rights
of shares in the Employer Stock Fund that represent your interest in the fund.
The number of shares of the common stock held in the Employer Stock Fund that
the trustee votes in the affirmative and negative on each matter shall be
proportionate to the number of voting instruction rights exercised by
participants in the affirmative and negative, respectively. For matters not
involving a tender offer, the plan administrator will direct the vote of
allocated shares and participants will not have an opportunity to direct the
voting of shares.

DESCRIPTION OF THE PLAN

INTRODUCTION

Effective May 1, 1993, Benjamin Franklin Bank adopted the Benjamin
Franklin Bank 401(k) Plan in the SBERA Common and Collective Trust. The 401(k)
plan was amended and restated, effective January 1, 2004, and was subsequently
amended on October 89, 2004 to permit 401(k) Plan participants to direct the
trustee to transfer all or a part of the funds which represent such
participant's beneficial interest in the assets of the 401(k) Plan to the
Employer Stock Fund. Benjamin Franklin Bank intends for the 401(k) Plan to
comply, in form and in operation, with all applicable provisions of the Internal
Revenue Code and the Employee Retirement Income Security Act, most commonly
referred to as "ERISA." Benjamin Franklin Bank may amend the 401(k) Plan from
time to time in the future to ensure continued compliance with these laws.
Benjamin Franklin Bank may also amend the 401(k) Plan from time to time in the
future to add, modify, or eliminate certain features of the plan, as it sees
fit. As a plan subject to ERISA, federal law provides you with various rights
and protections as a plan participant. Although the 401(k) Plan is subject to
many of the provisions of ERISA, your benefits under the 401(k) Plan are not
guaranteed by the Pension Benefit Guaranty Corporation.

Applicable federal tax law requires the 401(k) Plan to impose
substantial restrictions on your right to withdraw amounts held under the 401(k)
Plan prior to your termination of employment with Benjamin Franklin Bank.
Federal law may also impose an excise tax on withdrawals made from the 401(k)
Plan prior to your attainment of age 59 1/2, subject to certain exceptions.

Reference to Full Text of Plan. The following portions of this
prospectus supplement summarize certain provisions of the 401(k) Plan. Benjamin
Franklin Bank qualifies these summaries in their entirety by the full text of
the 401(k) Plan.

You may obtain copies of the 401(k) Plan document by sending a request
to: Plan Administrator, Thomas Forese, Jr., Savings Banks Employees Retirement
Association, 69 Cummings Park, Woburn, Massachusetts 01801. You should carefully
read the full text of the 401(k) Plan document to understand your rights and
obligations under the 401(k) Plan.

ELIGIBILITY AND PARTICIPATION

Any employee of Benjamin Franklin Bank may participate in the 401(k)
Plan as of the first day of the month coinciding with or next following
completion of three months of service and attainment of age twenty-one. For
purposes of the 401(k) Plan, you do not have to complete a designated number of
hours of service within the three-month period.

As of [DATE], approximately ______ out of _____ then eligible employees
had elected to participate in the 401(k) Plan.

CONTRIBUTIONS UNDER THE PLAN

401(k) Plan Participant Contributions. The 401(k) Plan permits each
participant to make pre-tax salary deferrals to the 401(k) Plan in amounts
ranging from 1% to 75% of compensation, subject to annual dollar limits imposed
by law. Participants in the 401(k) Plan may modify the amount contributed to the
401(k) Plan, effective on the first day of the beginning of the next payroll
period, by submitting an appropriate form to the plan administrator.

Benjamin Franklin Bank Contributions. Pursuant to the 401(k) Plan,
Benjamin Franklin Bank makes matching contributions equal to 200% of each
participant's deferred compensation for the 401(k) Plan each year, up to a
maximum of 3% of such participant's compensation. Amounts deferred in excess of
3% of a participant's compensation are not subject to matching contributions.

LIMITATIONS ON CONTRIBUTIONS

Limitation on Employee Salary Deferral. Although the 401(k) Plan permits
you to defer up to 75% of your compensation, by law, your total pre-tax
deferrals under the 401(k) Plan, together with similar plans, may not exceed
$14,000 for 2005. The IRS will periodically increase this annual limitation.
Contributions in excess of this limitation ("excess deferrals") will be included
in an affected participant's gross income for federal income tax purposes in the
year they are made. In addition, any such excess deferral will again be subject
to federal income tax when distributed by the 401(k) Plan to the participant,
unless the excess deferral (together with any income allocable thereto) is
distributed to the participant not later than the first April 15th following the
close of the taxable year in which the excess deferral is made. Any income on
the excess deferral that is distributed not later than such date shall be
treated, for federal income tax purposes, as earned and received by the
participant in the taxable year in which the distribution is made.

Limitations on Annual Additions and Benefits. Under the requirements of
the Internal Revenue Code, the 401(k) Plan provides that the total amount of
contributions and forfeitures (annual additions) allocated to participants under
the 401(k) Plan and other defined contribution plans during any plan year may
not exceed $42,000 for 2005.

Limitation on Plan Contributions for Highly Compensated Employees.
Special provisions of the Code limit the amount of salary deferrals and matching
contributions that may be made to the 401(k) Plan in any year on behalf of
highly compensated employees in relation to the amount of deferrals and matching
contributions made by or on behalf of all other employees eligible to
participate in the 401(k) Plan. If these limitations are exceeded, the level of
deferrals by highly compensated employees must be adjusted.

In general, a Highly Compensated Employee includes any employee who (1)
was a five percent owner of the employer at any time during the year or
preceding year; or (2) had compensation for the preceding year in excess of
$90,000 and, if the employer so elects, was in the top 20% of employees by
compensation for the year. The dollar amounts in the foregoing sentence are for
2005. Such amounts may be adjusted annually to reflect increases in the cost of
living.

In order to prevent the disqualification of the 401(k) Plan, any amount
contributed by Highly Compensated Employees that exceed the average deferral
limitation in any plan year ("excess contributions"), together with any income
allocable thereto, must be distributed to such Highly Compensated Employees
before the close of the following plan year. Benjamin Franklin Bank will be
subject to a 10% excise tax on any excess contributions unless such excess
contributions, together with any income allocable thereto, either are
recharacterized or are distributed before the close of the first 2 1/2 months
following the plan year to which such excess contributions relate.

Top-Heavy Plan Requirements. If for any plan year the 401(k) Plan is a
Top-Heavy Plan (as defined below), Benjamin Franklin Bank may be required to
make certain minimum contributions to the 401(k) Plan on behalf of non-key
employees (as defined below).

In general, the 401(k) Plan will be regarded as a "Top-Heavy Plan" for
any plan year if, as of the last day of the preceding plan year, the aggregate
balance of the accounts of participants who are Key

Employees (as defined below) exceeds 60% of the aggregate balance of the
accounts of all participants. Key Employees generally include any employee who,
at any time during the plan year or any of the four preceding plan years, is (1)
an officer of Benjamin Franklin Bank having annual compensation in excess of
$135,000 who is in an administrative or policy-making capacity, (2) a more than
5% direct or indirect owner of Benjamin Franklin Bank, (or a family member of a
more than 5% owner) or (3) a 1% or more direct or indirect owner of Benjamin
Franklin Bank having annual compensation in excess of $150,000. The dollar
amounts in the foregoing sentence are for 2005.

INVESTMENT OF CONTRIBUTIONS

All amounts credited to participants' accounts under the 401(k) Plan are
held in trust. A trustee designated by Benjamin Franklin Bank administers the
trust.

Immediately prior to [INSERT DATE OF PROSPECTUS HERE], the 401(k) Plan
offered the following investment choices:

Money Market Account. Provides income consistent with preservation of
principal. SBERA's Investment Policy Statement requires the Money Market Account
to be invested exclusively in U. S. Treasury or other obligations guaranteed by
the U. S. Government or its agencies. All securities in this account must have a
maturity of six (6) months or less.

Bond Account. Aims to match the performance of the Lehman Brothers
Aggregate Bond Index, the most widely recognized benchmark for U. S. debt. The
Index measures the performance of the total universe of U. S. government and
other investment-grade fixed income debt, such as corporate and international
dollar-denominated bonds, mortgage-backed and asset-backed securities.

Equity Account. Seeks long-term growth of capital and income by
investing in common stocks of domestic and foreign companies. The account is
managed by seven investment advisors, each with a different investment mandate.

Large Cap Value Account. The Large Cap Value Account investment
philosophy combines detailed fundamental research, bottom-up stock selection,
portfolio construction, and disciplined management of portfolio volatility to
achieve strong risk-adjusted returns over full market cycles.

Mid-Large Cap Value Account. The investment objective of the Mid-Large
Cap Value Account is to seek a superior total return with only a moderate degree
of risk. The account seeks to achieve its investment objective by investing
primarily in U. S. dollar-denominated equity securities of companies with market
capitalizations of at least $2 Billion. The account seeks to achieve a total
return greater than the S & P 500 over a full market cycle and indices comprised
of value-oriented stocks over shorter periods.

Index 500 Account. Aims to duplicate the investment results of the
Standard and Poor's 500 Index by holding all 500 stocks in relatively the same
proportions as does the S & P 500 Index. This is often referred to as "complete
replication".

International Equity Account. The objective is to obtain long-term
capital growth through a diversified portfolio of marketable equity securities
of foreign companies. The performance objective is to out-perform the EAFE Index
over a market cycle.

Small Cap Value Account. A domestic common stock portfolio comprised of
value-oriented stocks whose sector weights are relatively similar to those of
the Russell 200 Index.

Small Cap Growth Account. Investment objective is capital appreciation
through investment in the common stock of high-quality emerging companies with
superior earnings, growth expectations and attractive stock market valuations.

LifePath Accounts. The LifePath series are designed to be complete
investment solutions for individuals. Each LifePath strategy is a broadly
diversified portfolio, designed for both a particular risk tolerance and when
the money will be needed. The LifePath series include LifePath 2040, 2030, 2020,
2010 and LifePath Retirement. The number, as in LifePath 2020, represents the
approximate year when you plan to start withdrawing your money. As time goes by,
the investment managers gradually adjust the portfolio's mix to compensate for
the level of risk that is appropriate for the number of years before account
drawdown. LifePath Retirement is for those already in retirement and withdrawing
funds.

Large Cap Growth Account. INTECH strategies attempt to provide
consistent upside potential combined with downside protection. They believe that
they can add value using natural stock price volatility through a mathematically
based risk controlled process. INTECH's mathematical investment strategies have
produced excess returns net of fees since the inception date.

In connection with the conversion, the 401(k) Plan now provides the
Employer Stock Fund as an additional choice to these investment alternatives.
The Employer Stock Fund will invest primarily in the common stock of Benjamin
Franklin Bancorp. Participants in the 401(k) Plan may direct the trustee to
invest all or a portion of their 401(k) Plan account balance in the Employer
Stock Fund.

On the first day of the beginning of the next payroll period you may
elect (in increments of 1%), to have both past and future contributions and
additions to your accounts invested in the Employer Stock Fund. Your election
becomes effective as of the [LAST DAY] of the payroll period for which you make
the election, provided you file the appropriate forms with the plan
administrator. No 401(k) Plan participant may direct the trustee to transfer in
excess of 20% of the funds which represent such participant's beneficial
interest in the assets of the 401(k) Plan to the Employer Stock Fund unless such
participant has waived this limitation and signed a certificate that he or she
understands the risk of Benjamin Franklin Bancorp stock ownership.

A. PREVIOUS FUNDS.

Prior to the conversion and implementation of the Employer Stock Fund,
contributions under the 401(k) Plan were invested in the funds specified below.
The annual percentage return on these funds for the prior three years was:

2002 2003 2004
---- ---- ----

Money Market Account % % %
Bond Account
Equity Account
Large Cap Value Account
Mid-Large Cap Value Account
Index 500 Account
International Equity Account
Small Cap Value Account
Small Cap Growth Account
Employer Stock Account
LifePath Accounts
Large Cap Growth Account

B. EMPLOYER STOCK FUND.

The Employer Stock Fund will consist of investments primarily in the
common stock of Benjamin Franklin Bancorp made on and after the effective date
of the conversion. After the conversion, the trustee of the 401(k) Plan will, to
the extent practicable, use all amounts held by it in the Employer Stock Fund,
including cash dividends paid on the common stock held in the fund, to purchase
shares of common stock of Benjamin Franklin Bancorp. Benjamin Franklin Bank
expects that the trustee will make all purchases of common stock at prevailing
market prices.

As of the date of this prospectus supplement, none of the shares of
common stock have been issued or are outstanding and there is no established
market for the common stock of Benjamin Franklin Bancorp. Accordingly, there is
no record of the historical performance of the Employer Stock Fund. Performance
of the Employer Stock Fund depends on a number of factors, including the
financial condition and profitability of Benjamin Franklin Bancorp and Benjamin
Franklin Bank and market conditions for the common stock generally.

Investments in the Employer Stock Fund may involve certain special risks
in investments in the common stock of Benjamin Franklin Bancorp. For a
discussion of these risk factors, see "Risk Factors" in the prospectus. No
401(k) Plan participant may direct the trustee to transfer in excess of 20% of
the funds which represent such participant's beneficial interest in the assets
of the 401(k) Plan to the Employer Stock Fund unless such participant has waived
this limitation and signed a certificate that he or she understands the risk of
Benjamin Franklin Bancorp stock ownership.

BENEFITS UNDER THE PLAN

Vesting. At all times, you have a fully vested, nonforfeitable interest
in your accounts under the 401(k) Plan.

WITHDRAWALS AND DISTRIBUTIONS FROM THE 401(K) PLAN

Withdrawals Prior to Termination of Employment. You may receive
in-service distributions from the 401(k) Plan under limited circumstances in the
form of hardship distributions and loans. You can apply for a loan from the
401(k) Plan by submitting a loan application to the plan administrator. Subject
to nondiscriminatory approval by Benjamin Franklin Bank, you may also be
eligible for hardship withdrawals. In order to qualify for a hardship
withdrawal, you must have an immediate and substantial need to meet certain
expenses and have no other reasonably available resources to meet the financial
need. If you qualify for a hardship distribution, the trustee will make the
distribution pro rata from the investment funds in which you have invested your
account balances. Hardship withdrawals may not be paid back to the 401(k) Plan.

Distribution Upon Retirement or Disability. Participants shall receive
benefits as soon as administratively feasible following the close of a valuation
period during which the distribution is requested. Distributions are payable to
participants in lump sum unless you submit a form requesting installment
payments to the plan administrator.

Distribution Upon Death. If you die prior to your benefits being paid
from the 401(k) Plan, your benefits will be paid to your surviving spouse or
beneficiary under one or more of the forms available under the 401(k) Plan.

Distribution Upon Termination for Any Other Reason. If you terminate
employment for any reason other than retirement, disability or death, the
trustee will make your distribution on your normal retirement date, unless you
request otherwise.

Nonalienation of Benefits. Except with respect to federal income tax
withholding and as provided with respect to a qualified domestic relations
order, benefits payable under the 401(k) Plan shall not be subject in any manner
to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
charge, garnishment, execution, or levy of any kind, either voluntary or
involuntary, and any attempt to anticipate, alienate, sell, transfer, assign,
pledge, encumber, charge or otherwise dispose of any rights to benefits payable
under the 401(k) Plan shall be void. However, there is an exception for a
Qualified Domestic Relations Order (QDRO) or if you are a plan fiduciary and you
are found guilty of a violation of the law involving the assets of the 401(k)
Plan.

ADMINISTRATION OF THE PLAN

Trustees. Benjamin Franklin Bank has designated Thomas Forese, Jr.,
Savings Bank Employees Retirement Association as trustee of the Employer Stock
Fund. The trustee with respect to the 401(k) Plan is the named fiduciary of the
401(k) Plan for purposes of ERISA.

The trustee receives, holds and invests the contributions to the 401(k)
Plan in trust and distributes them to participants and beneficiaries in
accordance with the terms of the 401(k) Plan and the directions of the plan
administrator. The trustee is responsible for investment of the assets of the
trust.

REPORTS TO PLAN PARTICIPANTS

The plan administrator will furnish you a statement [AT LEAST QUARTERLY]
showing (i) the balance in your account as of the end of that period, (ii) the
amount of contributions allocated to your account for that period, and (iii) the
adjustments to your account to reflect earnings or losses (if any).

PLAN ADMINISTRATOR

Currently, the plan administrator of the 401(k) Plan is Thomas Forese,
Jr., SBERA, 69 Cummings Park, Woburn, Massachusetts 01801, (781) 938-6559. The
plan administrator is responsible for the administration of the 401(k) Plan,
interpretation of the provisions of the 401(k) Plan, prescribing procedures for
filing applications for benefits, preparation and distribution of information
explaining the plan, maintenance of plan records, books of account and all other
data necessary for the proper administration of the plan, and preparation and
filing of all returns and reports relating to the plan which are required to be
filed with the U.S. Department of Labor and the Internal Revenue Service, and
for all disclosures required to be made to participants, beneficiaries and
others under ERISA.

AMENDMENT AND TERMINATION

Benjamin Franklin Bank intends to continue the 401(k) Plan indefinitely.
Nevertheless, Benjamin Franklin Bank may terminate the 401(k) Plan in whole or
in part at any time. If Benjamin Franklin Bank terminates the 401(k) Plan in
whole or in part, then regardless of other provisions in the 401(k) Plan, all
participants affected by such termination shall become fully vested in their
accounts. Benjamin Franklin Bank reserves the right to make, from time to time,
any amendment or amendments to the 401(k) Plan which do not cause any part of
the trust to be used for, or diverted to, any purpose other than the exclusive
benefit of participants or their beneficiaries; provided, however, that Benjamin
Franklin Bank may amend the plan as it determines necessary or desirable, with
or without retroactive effect, to comply with ERISA or the Internal Revenue
Code.

MERGER, CONSOLIDATION OR TRANSFER

In the event of the merger or consolidation of the 401(k) Plan with
another plan, or the transfer of the trust assets to another plan, the 401(k)
Plan requires that you would (if either the 401(k) Plan or the other plan then
terminated) receive a benefit immediately after the merger, consolidation or
transfer which is equal to or greater than the benefit you would have been
entitled to receive immediately before the merger, consolidation or transfer (if
the 401(k) Plan had then terminated).

FEDERAL INCOME TAX CONSEQUENCES

The following is only a brief summary of the material federal income tax
aspects of the 401(k) Plan. You should not rely on this summary as a complete or
definitive description of the material federal income tax consequences relating
to the 401(k) Plan. Statutory provisions change, as do their interpretations,
and their application may vary in individual circumstances. Finally, the
consequences under applicable state and local income tax laws may not be the
same as under the federal income tax laws. You are urged to consult your tax
advisor with respect to any distribution from the 401(k) Plan and transactions
involving the 401(k) Plan.

As a "qualified retirement plan," the Internal Revenue Code affords the
401(k) Plan special tax treatment, including:

(1) the sponsoring employer is allowed an immediate tax deduction
for the amount contributed to the plan each year;

(2) participants pay no current income tax on amounts contributed by
the employer on their behalf; and

(3) earnings of the plan are tax-deferred thereby permitting the
tax- deferred accumulation of income and gains on investments.

Benjamin Franklin Bank will administer the 401(k) Plan to comply in
operation with the requirements of the Internal Revenue Code as of the
applicable effective date of any change in the law. If Benjamin Franklin Bank
receives an adverse determination letter regarding its tax-exempt status from
the Internal Revenue Service, all participants would generally recognize income
equal to their vested interest in the 401(k) Plan, the participants would not be
permitted to transfer amounts distributed from the 401(k) Plan to an Individual
Retirement Account or to another qualified retirement plan, and Benjamin
Franklin Bank may be denied certain deductions taken with respect to the 401(k)
Plan.

Lump Sum Distribution. A distribution from the 401(k) Plan to a
participant or the beneficiary of a participant will qualify as a lump sum
distribution if it is made within one taxable year, on account of the
participant's death, disability or separation from service, or after the
participant attains age 59 1/2; and consists of the balance to the credit of the
participant under this plan and all other profit sharing plans, if any,
maintained by Benjamin Franklin Bank. The portion of any lump sum distribution
required to be included in your taxable income for federal income tax purposes
consists of the entire amount of the lump sum distribution less the amount of
after-tax contributions, if any, you have made to this plan and any other profit
sharing plans maintained by Benjamin Franklin Bank which is included in the
distribution.

Distributions. Rollovers and Direct Transfers to Another Qualified Plan
or to an IRA. You may roll over virtually all distributions from the 401(k) Plan
to another qualified plan or to an individual retirement account generally in
accordance with the terms of the other plan or account.

We have provided you with a brief description of the material federal
income tax aspects of the 401(k) Plan which are of general application under the
Code. It is not intended to be a complete or definitive description of the
federal income tax consequences of participating in or receiving distributions
from the 401(k) Plan. Accordingly, you are urged to consult a tax advisor
concerning the federal, state and local tax consequences of participating in and
receiving distributions from the 401(k) Plan.

ERISA AND OTHER QUALIFICATION

As noted above, the 401(k) Plan is subject to certain provisions of
ERISA and is intended to be a qualified retirement plan under the Internal
Revenue Code.

RESTRICTIONS ON RESALE

Any person receiving a distribution of shares of common stock under the
401(k) Plan who is an "affiliate" of Benjamin Franklin Bancorp under Rules 144
and 405 under the Securities Act of 1933, as amended (the "Securities Act")
(e.g., directors, officers and substantial shareholders of Benjamin Franklin
Bancorp) may reoffer or resell such shares only pursuant to a registration
statement filed under the Securities Act assuming the availability of a
registration statement, pursuant to Rule 144 or some other exemption of the
registration requirements of the Securities Act. Any person who may be an
"affiliate" of Benjamin Franklin Bancorp may wish to consult with counsel before
transferring any common stock they own. In addition, participants are advised to
consult with counsel as to the applicability of Section 16 of the 1934 Act which
may restrict the sale of common stock acquired under the 401(k) Plan, or other
sales of common stock.

Persons who are not deemed to be "affiliates" of Benjamin Franklin
Bancorp at the time of resale will be free to resell any shares of common stock
distributed to them under the 401(k) Plan, either publicly or privately, without
regard to the registration and prospectus delivery requirements of the
Securities Act or compliance with the restrictions and conditions contained in
the exemptive rules under federal law. An "affiliate" of Benjamin Franklin
Bancorp is someone who directly or indirectly, through one or more
intermediaries, controls, is controlled by, or is under common control, with
Benjamin Franklin Bancorp. Normally, a director, principal officer or major
shareholder of a corporation may be deemed to be an "affiliate" of that
corporation. A person who may be deemed an "affiliate" of Benjamin Franklin
Bancorp at the time of a proposed resale will be permitted to make public
resales of the common stock only pursuant to a "reoffer" prospectus or in
accordance with the restrictions and conditions contained in Rule 144 under the
Securities Act or some other exemption from registration, and will not be
permitted to use this prospectus in connection with any such resale. In general,
the amount of the common stock which any such affiliate may publicly resell
pursuant to Rule 144 in any three-month period may not exceed the greater of one
percent of the common stock then outstanding or the average weekly trading
volume reported on the National Association of Securities Dealers Automated
Quotation System during the four calendar weeks prior to the sale. Such sales
may be made only in "broker transactions" or through transactions with "market
makers" without solicitation and only at a time when Benjamin Franklin Bancorp
is current in filing the reports required of it under the 1934 Act.

SEC REPORTING AND SHORT-SWING PROFIT LIABILITY

Section 16 of the 1934 Act imposes reporting and liability requirements
on officers, directors and persons beneficially owning more than ten percent of
public companies such as Benjamin Franklin Bancorp. Section 16(a) of the 1934
Act requires the filing of reports of beneficial ownership. Within ten days of
becoming a person subject to the reporting requirements of Section 16(a), a Form
3 reporting initial beneficial ownership must be filed with the Securities and
Exchange Commission. Certain changes in beneficial ownership, such as purchases,
sales, gifts and participation in savings and retirement plans

must be reported periodically, either on a Form 4 by the end of the second
busines day after the day on which the change occurred, or annually on a Form 5
within 45 days after the close of Benjamin Franklin Bankcorp's fiscal year.
Participation in the Employer Stock Fund of the 401(k) Plan by officers,
directors and persons beneficially owning more than ten percent of common stock
of Benjamin Franklin Bancorp must be reported to the SEC annually on a Form 5 by
such individuals.

In addition to the reporting requirements described above, Section 16(b)
of the 1934 Act provides for the recovery by Benjamin Franklin Bancorp of
profits realized by any officer, director or any person beneficially owning more
than ten percent of the common stock ("Section 16(b) Persons") resulting from
the purchase and sale or sale and purchase of the common stock within any
six-month period.

The SEC has adopted rules that exempt many transactions involving the
401(k) Plan from the "short-swing" profit recovery provisions of Section 16(b).
The exemptions generally involve restrictions upon the timing of elections to
buy or sell employer securities for the accounts of Section 16(b) persons.

Except for distributions of the common stock due to death, disability,
retirement, termination of employment or under a qualified domestic relations
order, Section 16(b) persons may, under limited circumstances involving the
purchase of common stock within six months of the distribution, be required to
hold shares of the common stock distributed from the 401(k) Plan for six months
following such distribution.

LEGAL OPINION

The validity of the issuance of the common stock will be passed upon by
Foley Hoag LLP, Boston, Massachusetts. Foley Hoag LLP acted as counsel for
Benjamin Franklin Bancorp and Benjamin Franklin Bank in connection with the
conversion.