EXHIBIT 99.7

PROSPECTUS SUPPLEMENT

INTERESTS IN

SBERA 401(k) PLAN AS ADOPTED BY
BENJAMIN FRANKLIN BANK

AND

OFFERING OF UP TO 630,488 SHARES OF

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

This prospectus supplement relates to the offer and sale to participants
in the SBERA 401(k) Plan as adopted by Benjamin Franklin Bank (the "Plan" or
"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,
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 December 31, 2004, the trustee of
the 401(k) Plan could purchase up to 630,488 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.........................................................2
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........................3
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......................................................................4
Introduction.............................................................................4
Eligibility and Participation............................................................5
Contributions Under the Plan.............................................................5
Limitations on Contributions.............................................................5
Investment of Contributions..............................................................6
Benefits Under the Plan.................................................................10
Withdrawals and Distributions From the 401(k) Plan......................................10
Administration of the Plan..............................................................10
Reports to Plan Participants............................................................11
Plan Administrator......................................................................11
Amendment and Termination...............................................................11
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..........................................13

LEGAL OPINION...............................................................................14

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 630,488 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, the Chart
Bank 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. The
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 (subject to the 20% limit described below). 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, any
funds that you designated for transfer to the Employer Stock Fund that are not
applied toward the purchase of Benjamin Franklin Bancorp common stock will be
treated as a new contribution to your 401(k) account and will be invested in the
funds you have previously designated for the investment of future contributions

All plan participants who are current employees of Benjamin Franklin Bank
or who had deposits with Benjamin Franklin Bank with aggregate balances of at
least $50.00 on May 31, 2003 or December 31, 2004 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 December 31, 2004 have second priority. Employees who did not have
deposit accounts as of either of those dates will have fourth priority (after
the third priority right of the Benjamin Franklin Bank employee stock ownership
plan).

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 December 31, 2004, the market value of the assets of the 401(k) Plan
totaled $6,304,882. 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
the Human Resources Department. 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
Human Resources Department 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 Benjamin Franklin Bancorp 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 is completed, 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
another investment fund 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 Human Resources
Department. You may obtain a form from the SBERA website (www.sbera.com).
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 Plan trustee's website
(www.sbera.com) or through the SBERA 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 payroll contributions or employer matching funds that
you direct into the Employer Stock Fund will be invested in the
SBERA trust fund every pay period (as your payroll contributions are
withheld from each paycheck). However, your money will be
temporarily invested in a money market fund and earn interest until
the end of the month, at which time the cash will be used to buy
Benjamin Franklin Bancorp common stock.

- The Employer Stock Fund's unit values will be determined only at the
end of a month, 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 SBERA website or the VRS will be its value based on
the Employer Stock Fund unit value at the close of the prior month
plus your deferrals, which are being held in money market fund until
the end of the month.

- If you invest in the Employer Stock Fund, all distributions and
investment transfers you make involving that fund will be done only
at the end of the applicable month using the appropriate
administrative form, which must reach the Human Resources Department
at least one week before the end of the month. Transfers of existing
account balances into or out of the Employer Stock Fund cannot be
initiated in the SBERA website or the VRS.

- Withdrawals can only be drawn from your Employer Stock Fund at the
end of a month, unlike the other funds, which can be drawn against
on any day. Therefore, withdrawals will be drawn first from the
other funds in which your account is invested, 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 month. In that event, the entire amount of your withdrawal will
not be made until after the end of the month.

- When you request from the SBERA website or 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 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 merger or other change-in-control
transaction, the plan administrator of the 401(k) Plan may seek voting
instructions from the 401(k) Plan participants who have funds invested in the
Employer Stock Fund. In such event, the plan administrator will vote all shares
held in the Employer Stock Fund in accordance with the majority vote of Plan
participants who provide voting instructions. For matters not involving a
change-in-control transaction, the plan administrator will direct the vote of
allocated shares and Plan 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 28, 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], there were approximately [__] employees eligible to
participate in the Plan and [___] employees participating by making elective
payroll contributions to 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 Human Resources Department.

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 (plus an additional $4,000 for participants who are 50 years of
age or older). 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 the Plan trust. The trustee of the 401(k) plan is the Savings Bank
Employees Retirement Association, or SBERA.

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

Money Market Account. This account seeks the maximum current income that
is consistent with preservation of capital and liquidity. The account intends to
maintain a consistent net cash value of $1.00 per share. The objective of the
account is to consistently outperform the Lipper Average Money Market Fund
Index. All Money Market Account assets are invested in short-term securities
issued by the U.S. Government and agencies of the U.S. Government, with
maturities of six months or less. Interest is calculated at the end of the
month. Interest on withdrawals is calculated to the date of withdrawal. This
account offers the lowest risk of all the SBERA investment options.

Bond Account. This account seeks to provide a real rate of return after
inflation with a high degree of stability and low volatility. The bond Account
is invested in U.S. Government and other investment grade fixed income debt. The
fund aims to match the performance of the Lehman Brothers Aggregate Bond Index,
the most widely recognized benchmark for U.S. debt. The fund includes
medium-to-high quality bonds with maturities of at least one year including
government, corporate, mortgage-backed and asset-backed securities. The fund is
broadly diversified across sectors, quality, coupon and time to maturity. The
fund's duration is significantly lower than a long-term bond fund. As a result,
the fund is likely to experience lower price volatility because its duration is
significantly less than a less diversified, long-term bond fund. In periods of
rising interest rates, the fund would be expected to lose

less of its value than a long duration fund. However, in periods of declining
interest rates, the expected return would be lower. Comprised entirely of
fixed-income securities, the fund is exposed to a number of risks including
interest rate, income, credit and prepayment risk. The fund has a moderate
exposure to changes in interest rates, particularly increases in interest rates.
The risk level is moderate to low.

Equity Account. This account seeks long-term growth of capital and income
by investing in common stock of domestic and foreign companies. The account is
managed by nine investment advisors, each with a different investment mandate.
The Equity Account offers the risk and return characteristics of domestic and
international equities and predominately active portfolio management.

Large Cap Value Account. This account's investment philosophy combines
detailed fundamental research, bottom-up stock selection and portfolio
construction, and disciplined management of portfolio volatility to achieve
strong risk-adjusted returns over full market cycles. The account normally
invests 90-100% of assets in highly liquid equity securities and up to 10% of
assets in cash and cash equivalents. The account will normally hold between 50
and 60 securities and offers risk and return characteristics of domestic
equities and active portfolio management.

Large Cap Growth Account. This account uses a highly disciplined,
mathematical investment strategy designed to seek long-term returns in excess of
the target benchmark, while reducing the risk of significant under performance.
The Large Cap Growth Account uses the S&P BARRA Growth Index as a benchmark.

Mid-Large Cap Value Account. This account seeks superior total return with
only a moderate degree of risk 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. The account may invest in cash and cash equivalents but the
account's investment in such instruments will generally not exceed 5% of its
total assets. The account intends to be virtually fully invested in equity
securities at all times. The account will typically hold between 40 and 45
securities.

Index 500 Account. This account attempts to provide investment results
that parallel the performance of the Standard & Poor's 500 Composite Stock Price
Index. Given the objective, the account is expected to provide investors with
long-term growth of capital and income. The Index 500 Account is designed for
investors who want a low-cost method of consistently paralleling the return of
the S&P 500 Index. The account provides investors with broad diversification and
significantly less specific risk than a more concentrated portfolio.

International Equity Account. This account seeks to provide long-term
capital appreciation by investing in foreign equity securities. The fund invests
in securities of foreign corporations that are traded on foreign exchanges or
over-the-counter. The fund's basic approach to portfolio management is one of
individual equity selection that seeks to identify undervalued stocks. The fund
does not initially make industry or county allocations. As a result, country
exposure may be concentrated at times, although prudent portfolio
diversification practices are followed, designed to ensure that no sector
becomes unduly overweighted. Under normal market conditions the fund invests at
least 80% of assets in at least three countries not including the U.S.

Small Cap Value Account. This account utilizes a highly disciplined,
bottom-up value approach to investing. The process is intended to generate
excess returns primarily through stock selection focusing on securities with
attractive valuations within the Russell 2000 sectors that exhibit earnings
growth. The strategy's goal is to outperform the Russell 2000 and Russell 2000
Value Indices over a full market cycle.

This account's investment process and valuation discipline is designed to be
conservative and less volatile than the market.

Small Cap Growth Account. This account is grounded in the philosophy that
superior investment returns are generated over the long term by investing in
under-followed companies experiencing a dramatic acceleration in earnings and
revenue growth. Dedicated to its investment style, the small cap growth's
objective is to create a portfolio of aggressive small cap growth companies that
can generate superior risk-adjusted rates of return over a full market cycle.

LifePath Accounts. SBERA offers a series of LifePath accounts that are
intended for participants who would rather leave their 401(k) account asset
allocation decisions to a professional investment manager. Each fund utilizes a
predetermined mix of specific asset classes with frequent re-balancing back to
the fund's target allocation. The LifePath series includes five separate funds:
LifePath Retirement Account, LifePath 2010 Account, LifePath 2020 Account,
LifePath 2030 Account and LifePath 2040 Account.

The LifePath accounts are named for the approximate year in which the
participants investing in the account are likely to begin withdrawing their
money, i.e., the LifePath Retirement Account is designed for retirees already
withdrawing their money, the LifePath 2040 Account is designed for participants
planning to begin withdrawals around 2040. Each account has different asset
allocations resulting from the different estimated investment horizons for each
account. Each account is broadly diversified and monitored daily to ensure that
each portfolio at all times will have the characteristics and asset allocation
determined by the LifePath model. The portfolios are typically re-balanced 15-25
times a year. The typical re-balance is 2% of total assets, with an annual
turnover of approximately 40%-45%. The risk and return characteristics of each
account also depend on the expected investment horizon of the participants
invested in each account. For instance, the LifePath Retirement Account,
designed for individuals with a short investment horizon (participants already
withdrawing their money) has the lowest risk factor and lowest expected return
of the LifePath series. Conversely, the LifePath 2040 Account has the longest
investment horizon resulting in the highest risk factor (invested primarily in
equities) and the highest expected return of the LifePath series. As the
investment horizon approaches for each LifePath Account, the asset allocation
for such account is re-balanced to lower investment risk, with a corresponding
reduction in expected return.

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.

No 401(k) Plan participant may direct the plan administrator 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:

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

Money Market Account 1.24% 1.05% 1.71%
Bond Account 4.28% 4.10% 11.71%
Equity Account 13.80% 31.46% -25.47%
Large Cap Value Account 14.43% 29.30% -23.90%(3)
Large Cap Growth Account 15.17% 14.70%(1) N/A
Mid-Large Cap Value Account 11.40% 29.03% -21.80%(3)
Index 500 Account 10.87% 28.67% -22.03%
International Equity Account 19.82% 28.71% -16.89%
Small Cap Value Account 18.44% 39.24% 10.60%(4)
Small Cap Growth Account 7.66% 44.14% -35.22%
LifePath Retirement Account 7.41% 6.60%(2) N/A
LifePath 2010 Account 8.64% 8.80%(2) N/A
LifePath 2020 Account 10.16% 11.20%(2) N/A
LifePath 2030 Account 11.36% 12.70%(2) N/A
LifePath 2040 Account 12.04% 14.60%(2) N/A

- ------------------
(1) This fund was made available on August 1, 2003; the return shown for 2003
reflects the annualized five-month return.

(2) This fund was made available on July 1, 2003; the return shown for 2003
reflects the annualized six-month return.

(3) This fund was made available on March 1, 2002; the return shown for 2002
reflects the annualized ten-month return.

(4) This fund was made available on August 1, 2002; the return shown for 2002
reflects the annualized five-month return.

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 will depend 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

Trustee. The Savings Bank Employees Retirement Association, or SBERA, is
the trustee with respect to the 401(k) Plan and is 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.

FINANCIAL INFORMATION REGARDING PLAN ASSETS

Financial information representing the Statement of Net Assets Available
for Plan Benefits at December 31, 2004 and 2003, and Statement of Changes in Net
Assets Available for Plan Benefits for the years ended December 31, 2004 and
2003, are attached to this prospectus supplement.

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.

SBERA 401(k) PLAN AS ADOPTED BY BENJAMIN FRANKLIN BANK

Statements of Net Assets Attributable to 401(k) Plan Participant Balances
December 31, 2004 and December 31, 2003

December 31, 2004 December 31, 2003
------------------ -----------------

LOANS TO PARTICIPANTS ......................................... $ 177,938 $ 144,759

Investments, at fair value:....................................
Interest in SBERA common/collective trust ................... 6,126,944 5,565,511
---------- ----------
Net assets attributable to 401(k) plan participant balances.. $6,304,882 $5,710,270
========== ==========

SBERA 401(k) PLAN AS ADOPTED BY BENJAMIN FRANKLIN BANK

Statement of Changes in Net Assets Attributable to 401(k) Plan Participant
Balances

FOR THE YEARS ENDED DECEMBER 31, 2004 AND DECEMBER 31, 2003

December 31, 2004 December 31, 2003
------------------ ------------------

Contributions:
Employee................................................... $ 484,708 $ 444,391
Employer................................................... 334,569 411,765
Employee Rollovers......................................... 143,792 1,015,327
Loan Repayments............................................ 9,824 6,355
------------------ ------------------

Total Contributions.................................. 972,893 1,877,838
------------------ ------------------
Investment Income:
Net investment gain from investment in SBERA common/
collective trust ....................................... 473,010 778,356
------------------ ------------------
401(k) disbursements:
Participant balances paid .............................. 851,291 289,714
Net assets attributable to 401(k) plan participant balances
Beginning of period .................................... 0 29,245
------------------ ------------------
End of period .......................................... 5,710,270 3,373,035
------------------ ------------------

$ 6,304,882 $ 5,710,270
================== ==================

BENJAMIN FRANKLIN BANK
401(k) PLAN
CONTRIBUTION AND INVESTMENT FORM

Name of Plan participant:__________________________________

Social Security Number:____________________________________

1. Introduction. In connection with the mutual to stock conversion and
offering to the public of the common stock of Benjamin Franklin Bancorp, Inc.
("conversion offering"), participants in the Benjamin Franklin Bank 401(k) Plan
("Plan") may direct a portion of their current Plan account balances into a new
fund: the Employer Stock Fund. The funds in a participant's account that are
transferred at the direction of the participant into the Employer Stock Fund
will be used to purchase shares of common stock of Benjamin Franklin Bancorp,
Inc. in the conversion offering.

To direct the transfer of a portion of the funds currently credited to
your account into the Employer Stock Fund, you must complete and file this form
with the Human Resources Department by 10:00 a.m., Massachusetts time on [DATE],
2005. PLEASE NOTE THAT THIS DEADLINE IS EARLIER THAN THE END OF THE OFFERING
PERIOD SET FORTH IN THE PROSPECTUS. If you need any assistance in completing
this form, please contact Kathleen Sawyer at (508) 538-7000, ext 362.

If you do not complete and return this form by 10:00 a.m., Massachusetts
time on [DATE], 2005, the funds credited to your account under the 401(k) Plan
will continue to be invested in accordance with your prior investment direction,
or in accordance with the terms of the 401(k) Plan if no investment directions
have been provided.

IF YOU DO NOT WISH TO PARTICIPATE IN THE CONVERSION OFFERING, YOU DO NOT
NEED TO RETURN THIS FORM.

2. Directions for Investing Current Fund Balances in Conversion Offering.
Please indicate in the space below the percentage of your existing account
balances you wish to transfer to the Employer Stock Fund to be used to purchase
shares of Benjamin Franklin Bancorp, Inc. common stock in the conversion
offering. The plan administrator will transfer the funds you wish to invest in
the Employer Stock Fund, on a pro rata basis, from the funds in which your
account balances are invested as of the date on which the transfer is made. If
there are not sufficient shares available to satisfy your subscription in
accordance with the subscription priorities described in the prospectus, any
funds so transferred that are not applied toward the purchase of Benjamin
Franklin Bancorp common stock will be treated as a new contribution to your
account and will be invested in the funds you have previously designated for the
investment of future contributions.

Percentage of my existing account balances
I wish to transfer to the Employer Stock Fund............ _____%

PLEASE NOTE THAT YOU CANNOT TRANSFER MORE THAN 20% OF YOUR TOTAL 401(k)
ACCOUNT BALANCE TO THE EMPLOYER STOCK FUND UNLESS YOU HAVE WAIVED THIS
LIMITATION AND SIGNED A CERTIFICATE THAT YOU UNDERSTAND THE RISK OF BENJAMIN
FRANKLIN BANCORP STOCK OWNERSHIP.

3. Investment of Future Contributions. The transfer of a portion of your
existing account balances to the Employer Stock Fund pursuant to section 2 above
will not have any impact on the investment of future payroll and matching
contributions to your 401(k) Plan account. Future payroll and matching
contributions to your 401(k) Plan account will continue to be invested in
accordance with your

prior investment directions unless and until you elect to change your investment
directions. Following completion of the conversion offering, the Employer Stock
Fund will become one of the choices you may elect for investment of future
contributions to your 401(k) Plan account.

4. Subscription priority. Please check the one box that applies to you, as
of the earliest date:

a. [ ] I had a minimum of $50 on deposit at Benjamin Franklin Bank on
May 31, 2003

b. [ ] I had a minimum of $50 on deposit at Benjamin Franklin
Bank on December 31, 2004

c. [ ] I am an employee of Benjamin Franklin Bank who does not
have a higher priority

d. [ ] None of the above apply but I reside in one of the communities
described on page_____of the prospectus.

If you checked box (a) or (b), please provide the following information as
of the applicable eligibility date (May 31, 2003 or December 31, 2004):

Deposit account title (name(s) on account(s)) Account number(s)
_____________________________________________ ________________________
_____________________________________________ ________________________
_____________________________________________ ________________________

Attach a separate page if additional space is required. Not listing all
eligible deposit accounts, or providing incorrect or incomplete
information, could result in the loss of all or part of any share
allocation.

5. Authorization and Acknowledgment of Participant. I hereby authorize the
plan administrator to direct the Plan trustee to reinvest a portion of my
current 401(k) Plan account balance in the manner set forth in section 2 above.
I understand that this Contribution and Investment Form shall be subject to all
of the terms and conditions of the 401(k) Plan. I acknowledge that I have
received a copy of the prospectus and the prospectus supplement. I understand
that by signing this Contribution and Investment Form, I am not waiving any
rights under the federal securities laws, including the Securities Act of 1933
and the Securities Exchange Act of 1934.

___________________________________ ________________________
Signature of Participant Date

THESE SECURITIES 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 SECURITIES OR DETERMINED IF THIS PROSPECTUS SUPPLEMENT IS
ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THE COMMON STOCK IS SUBJECT TO INVESTMENT RISK, INCLUDING THE POSSIBLE
LOSS OF THE PRINCIPAL INVESTED.