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Consulting And Noncompetition Agreement With Richard E. Bolton, JR.

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EXHIBIT 10.7.2


RICHARD P. BOLTON, JR.


September 1, 2004


Benjamin Franklin Bancorp, M.H.C. 58 Main Street P.O. Box 309 Franklin, Massachusetts 02038-0927


Attn: Thomas R. Venables, President and CEO


RE: CONSULTING AND NONCOMPETITION AGREEMENT


Gentlemen:


I am writing to confirm the arrangement we have agreed upon with respect to certain assurances you have requested me to provide to Benjamin Franklin Bancorp, M.H.C. and its affiliates ("YOU" or "BANCORP"). I am a stockholder of, and have served as, President and Chief Executive Officer of Chart Bank, a Co-operative Bank ("CHART"). As you know, Chart is about to enter into an Agreement and Plan of Merger dated as of the date hereof (the "MERGER AGREEMENT") pursuant to which Chart will be acquired by Bancorp. Capitalized terms used and not defined in this Agreement shall have the meanings defined in the Merger Agreement.


We have agreed as follows:


1. BACKGROUND. I have served as President and Chief Executive Officer of Chart since its reorganization in 1996 from a mutual to a stock institution in a supervisory stock conversion and prior to that time I served as President. During my tenure, Chart has achieved substantial growth. As a result of my employment, I have acquired unique and substantial knowledge concerning the business of providing banking services in the highly competitive market area served by Chart (the "BUSINESS"), as well as confidential and proprietary information concerning the Business and Chart. In order to induce you to enter into the Merger Agreement, you have requested me to provide you with certain agreements and assurances. By means of this Agreement, I am doing so.


2. CONSULTING SERVICES. You have requested that I provide consulting services to you during the one-year period next following the Closing Date under the Merger Agreement (the "CONSULTING PERIOD") with respect to the Business. I hereby agree to serve Bancorp as an independent consultant to perform such services related to the Business as Bancorp may request me to provide from time to time during the Consulting Period (the "CONSULTING SERVICES"). All such Consulting Services shall be provided to Bancorp on the terms and conditions set forth in this Agreement. While performing Consulting Services, I shall comply with all rules, procedures and standards promulgated from time to time by Bancorp with regard to my conduct and my access to and use of Bancorp's property, equipment and facilities. I understand that my


Consulting Services may be provided in person, telephonically, electronically or by correspondence to the extent appropriate under the circumstances.


3. COMPENSATION. My compensation for all services to be performed under this Agreement shall be $150,000 per year, payable no less often than monthly in arrears during the Consulting Period. In addition, Bancorp shall reimburse me for travel and other expenses incurred in connection with the services provided pursuant to this Agreement, subject to the policies of Bancorp with respect to reimbursement of employee expenses. All payments hereunder shall, at my direction, be made to any entity I may establish from time to time in connection with my performance of consulting services.


4. LOCATION OF CONSULTING SERVICES. I agree to provide Consulting Services in the market area of Chart prior to its acquisition by Bancorp. I agree to consult at Bancorp's offices or at another location within Bancorp's Immediate Market Area (as defined in Section 7(a)) mutually agreed to, up to a maximum of five (5) business days per month.


5. NATURE OF CONSULTING SERVICES. While President and Chief Executive Officer, I was integrally involved in the development of a business plan for Chart, which resulted in Chart remaining competitive in a highly competitive market area. Chart's market area is at a considerable geographic distance from the market areas served by Bancorp Bank, and such market area has demographics and competitive factors that are significantly different from those in the market areas served by Bancorp Bank. To assist Bancorp in managing the necessary knowledge and experience to successfully operate in Chart's market area, I agree to provide Bancorp with:


(a) CONSULTING SERVICES REGARDING OPERATION OF CSSI BUSINESS MODEL.
Bancorp is not familiar with the operation of CSSI, Chart's subsidiary
which is in the business of managing cash for ATM's under contract. I will
consult with Bancorp management to provide guidance as to the operation of
the CSSI portion of the Business and as to CSSI generally.


(b) CONSULTING SERVICES REGARDING MARKET AREA OF CHART. I will
consult with Bancorp management to provide the expertise that I have
gained during my tenure as the chief executive of Chart regarding Chart's
market area. I will work with management to continue Chart's branch
offices' growth in the area of deposits and loans and in their efforts to
have Bancorp become competitive in Chart's market area. In addition, I
will work with Bancorp management in serving the needs of the low- and
moderate-income families in Chart's market area.


(c) CONSULTING SERVICES REGARDING MARKETING AND BUSINESS HISTORY. I
will provide Bancorp with a full background of the historical operations
of Chart to the best of my knowledge, including information on the
marketing approaches that Chart has used to retain and attract customers.


(d) CONSULTING SERVICES REGARDING INTEGRATION OF OPERATIONS AND OF
PERSONNEL. I will consult with Bancorp to assist in the successful
integration of Chart's operations with Bancorp Bank's operations. I will
work with Bancorp management in their efforts to


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ensure that those Chart employees who become employees of Bancorp Bank
continue as valuable employees who contribute to the overall success and
growth of Bancorp and are successfully integrated into Bancorp's corporate
culture.


(e) INTRODUCTION TO COMMERCIAL BORROWERS. A significant source of
Chart's success has been derived from its uniquely favorable relationships
with its commercial borrowers, especially including borrowers owning
multi-family apartment units in Chart's market area. In the course of my
activities as an officer of Chart, I have been directly involved with the
administration of Chart's business with these customers. I will endeavor
to assist Bancorp in ensuring that these customers remain customers of
Bancorp Bank after the Merger.


6. INDEPENDENT CONTRACTOR. In furnishing such services, I understand that I will at all times be acting as an independent contractor of Bancorp, acting for Bancorp only on a temporary basis, during the Consulting Period. As such, I understand that my relationship with Bancorp is only intended to last for a defined period of time so as to permit Bancorp to become fully conversant with the operations of the Business and to provide for a transition pursuant to which Chart customers will become accustomed to dealing with individuals other than me in connection with the Business. I understand and ag
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