AMENDMENT TO BOSTON COMMUNICATIONS GROUP, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT NON-FOUNDERS' AGREEMENT

Exhibit 99.5

AMENDMENT TO

BOSTON COMMUNICATIONS GROUP, INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT

NON-FOUNDERS’ AGREEMENT

THIS AMENDMENT by and between Boston Communications Group, Inc., a Massachusetts corporation having a mailing address of 55 Middlesex Turnpike, Bedford MA 01730 (the "Company"), and Karen A. Walker (the "Executive").

WHEREAS, the Company and the Executive entered into a certain supplemental executive retirement agreement dated as of November 1, 2002 (the "Agreement");

WHEREAS, the Company and the Executive desire to amend the Agreement to provide that certain amounts shall be grandfathered, and thus not subject to Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") and regulations issued thereunder ("Grandfathered Benefit");

WHEREAS, the Executive hereby elects to receive a lump sum distribution of the Grandfathered Benefit; and

WHEREAS, the Company and the Executive desire to select a date for a lump sum payment of the accrued benefit under this Agreement that is not grandfathered under Section 409A of the Code; and

WHEREAS, the Company and the Executive desire to terminate the Agreement effective as of January 2, 2007.

NOW, THEREFORE, the parties hereto agree to amend the Agreement as follows:

Section 1.1. is hereby amended to read as follows :

• • • shall mean an annual supplemental retirement benefit in an amount determined by:

      multiplying (i) the Benefit Percentage (determined as of the date of termination of employment) times (ii) the Executive’s Final Average Compensation (determined as of the date of termination of employment);

      then, multiplying such result by the Vested Percentage (determined as of the date of termination of employment); and

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• • • then subtracting from such result the following:

      the annual amount payable (before earnings reductions) to the Executive as a family Social Security retirement benefit at age sixty-five (65) (or such later age as full Social Security benefits would become payable to the Executive under then-applicable law, it being understood that this deduction will be made even if benefits are not yet being paid to the Executive);

      the annual pension payable to the Executive from any defined benefit plan of the Company or any prior employer of the Executive (using the annual pension amount as in effect as of December 31, 2006), and

      the aggregate Annual Annuity Equivalent for any and all defined contribution plans, including 401(k) plans (excluding any amounts attributable to the Executive’s own contributions) maintained by the Company during the Executive’s employment (determined as of December 31, 2006).

      Such result shall then be further reduced by subtracting the Executive’s Pre-2005 Accrued Benefit in accordance with Section 1.1A.

      Notwithstanding the forgoing, in the event of the occurrence of any of the circumstances described in Section 1.17.2, the Vested Percentage shall not be adjusted pursuant to Section 1.17.2.

      For all purposes under this Agreement, the Executive’s Post-2004 Accrued Benefit shall be paid in the Actuarial Equivalent form of a lump sum.

A new Section 1.1A is hereby added to read as follows :

• • • 1.1A Pre-2005 Accrued Benefit

      shall mean an annual supplemental retirement benefit in an amount determined by:

      multiplying (i) the Benefit Percentage (determined as of December 31, 2004) times (ii) the Executive’s Final Average Compensation (determined as of December 31, 2004);

  then, multiplying such result by the Vested Percentage (determined as of December 31, 2004); and

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• then subtracting from such result the following:

  • • the annual amount payable (before earnings reductions) to the Executive as a family social security retirement benefit at age sixty-five (65) (or such later age as full Social Security benefits would become payable to the Executive under then-applicable law, it being understood that this deduction will be made even if benefits are not yet being paid to the Executive);

      the annual pension payable to the Executive from any defined benefit plan of the Company or any prior employer of the Executive (determined using the pension amount as in effect as of December 31, 2004), and

      the aggregate Annual Annuity Equivalent for any and all defined contribution plans, including 401(k) plans (excluding any amounts attributable to the Executive’s own contributions) maintained by the Company during t