AMENDMENT NO. 1

                                     DOCUMENT:                [TPW] 3116380
                                     DRAFT DATE:              8/8/2000

                                     COMMITTEE APPROVAL DATE: 8/15/2000

                                     BOARD APPROVAL DATE:     8/15/2000


                      EMPLOYEE STOCK OWNERSHIP PLAN OF
                            PORT FINANCIAL CORP.

                         Adopted on August 15, 2000
                          Effective January 1, 2000

                                  AMENDMENT

1.    Article I - Section 1.3 of the Plan shall be amended, effective as of
      January 1, 2000, to read in its entirety as follows:

            Section 1.3  Allocation Compensation during any period means
      the compensation taken into account in determining the allocation of
      benefits and contributions among Participants and consists of the
      aggregate compensation received by an Employee from the Employer or
      any Affiliated Employer with respect to such period that constitute
      wages within the meaning of section 3401 of the Code plus the amount
      by which such Employee's compensation with respect to such period has
      been reduced pursuant to a compensation reduction agreement under the
      terms of any of the following plans which may be maintained by the
      Employer:

                  (a)   a qualified cash or deferred arrangement described
            in section 401(k) of the Code;

                  (b)   a salary reduction simplified employee pension plan
            described in section 408(k) of the Code;

                  (c)   a tax deferred annuity plan described in section
            403(b) of the Code; or

                  (d)   a cafeteria plan described in section 125 of the
            Code.

      In no event, however, shall an Employee's Allocation Compensation for
      any calendar year include any compensation in excess of $170,000, or
      any such other amount as may be prescribed in accordance with
      regulations prescribed under section 401(a)(17) of the Code.  If
      there are less than twelve (12) months in the Plan Year, the $170,000
      limitation (as adjusted) shall be prorated by multiplying such
      limitation by a fraction, the numerator of which is the number of
      months in the Plan Year and the denominator of which is twelve (12).


<PAGE>  1


2.    Article I - Article I of the Plan shall be amended, effective as of
      January 1, 2000, by redesignating current section 1.11 as section
      1.12, by redesignating section 1.12 as 1.11, by switching their
      positions accordingly, and by modifying all cross-references to such
      sections accordingly.

3.    Article I - Section 1.16 of the Plan shall be amended, effective as
      of January 1, 2000, to read in its entirety as follows:

            Section 1.16  Eligibility Computation Period  means, with
      respect to any person, (a) the 12-consecutive month period beginning
      on such person's Employment Commencement Date and (b) each 12-
      consecutive month period that begins on an anniversary of such
      person's Employment Commencement Date.

4.    Article I - Section 1.17 of the Plan shall be amended, effective as
      of January 1, 2000, by substituting "January 1, 2000" for "November
      1, 1999" therein.

5.    Article I - Section 1.21 of the Plan shall be amended, effective as
      of January 1, 2000, to read in its entirety as follows:

            Section 1.21  Employment Commencement Date means the date on
      which a person first performs an Hour of Service, except that if an
      Employee separates from service with the Employer, incurs a One-Year
      Break in Service and subsequently returns to service with the
      Employer, his Employment Commencement Date shall be the date on which
      he first performs an Hour of Service following the One-Year Break in
      Service.

6.    Article I - Article I of the Plan shall be amended, effective as of
      January 1, 2000, by deleting section 1.7, by redesignating sections
      1.8 through 1.21 as sections 1.7 through 1.20, respectively,
      including the redesignation of sections 1.11, 1.12, 1.16, 1.17 and
      1.21 addressed above, and by modifying all cross-references to such
      sections accordingly.

7.    Article I - Section 1.32 of the Plan shall be amended, effective as
      of January 1, 2000, by substituting "plus" for "plus, solely for the
      purpose of computing the Years of Eligibility Service" therein.

8.    Article I - Section 1.32(b) of the Plan shall be amended, effective
      as of January 1, 2000, by substituting "Eligibility or Vesting
      Computation" for "Eligibility Computation" for each of


<PAGE>  2


      the three occurrences therein.

9.    Article I - Section 1.41 of the Plan shall be amended, effective as
      of January 1, 2000, by substituting "Eligibility or Vesting
      Computation" for "Eligibility Computation" therein.

10.   Article I - Article I of the Plan shall be amended, effective as of
      January 1, 2000, by deleting section 1.22, by redesignating sections
      1.23 through 1.43 as sections 1.21 through 1.41, respectively,
      including the redesignation of sections 1.32 and 1.41 addressed
      above, and by modifying all cross-references to such sections
      accordingly.

11.   Article I - Section 1.58 of the Plan shall be amended, effective as
      of January 1, 2000, to read in its entirety as follows:

            Section 1.58  Total Compensation during any period means an
      Employee's aggregate total compensation paid by the Employer and any
      Affiliated Employer with respect to such period that constitutes
      wages within the meaning of section 3401 of the Code, plus any
      amounts by which the Employee's compensation paid by the Employer or
      any Affiliated Employer has been reduced pursuant to a compensation
      reduction agreement under the terms of any qualified cash or deferred
      arrangement described in section 401(k) of the Code, any salary
      reduction simplified employee pension plan described in section
      408(k) of the Code, any tax deferred annuity plan described in
      section 403(b) of the Code, or any cafeteria plan described in
      section 125 of the Code.  In no event, however, shall an Employee's
      Total Compensation for any calendar year include any compensation in
      excess of $170,000 (or such other amount as may be permitted under
      section 401(a)(17) of the Code).

12.   Article I - Section 1.65 of the Plan shall be amended, effective as
      of January 1, 2000, to read in its entirety as follows:

            Section 1.65  Year of Vesting Service means a Vesting
      Computation Period during which the Employee completed at least 1,000
      Hours of Service.

13.   Article I - Article I of the Plan shall be amended, effective as of
      January 1, 2000, by deleting sections 1.44 and 1.45, by redesignating
      sections 1.46 through 1.65 as sections 1.42 through 1.61,
      respectively, including the redesignation of sections 1.58 and 1.65
      addressed above, and by modifying all cross-references to such
      sections accordingly.


<PAGE>  3


14.   Article II - Section 2.2 of the Plan shall be amended, effective as
      of January 1, 2000, by substituting "Eligibility Computation Period
      in which he becomes an Eligible Employee" for "date on which he
      becomes an Eligible Employee" therein.

15.   Article II - Article II of the Plan shall be amended, effective as of
      January 1, 2000, by removing section 2.4 therein.

16.   Article III - Section 3.1 of the Plan shall be amended, effective as
      of January 1, 2000, to read in its entirety as follows:

            Section 3.1  Military Service.

            In the case of a termination of employment of any Employee to
      enter directly into Military Service, the entire period of his
      absence shall be treated, for purposes of vesting and eligibility for
      participation (but not, except as required by law, for purposes of
      eligibility to share in allocations of contributions in accordance
      with Article VII), as if he had worked for the Employer during the
      period of his absence.  In the event of the re-employment of such
      person by the Employer within a period of not more than six months:

                  (a)   after he becomes entitled to release or discharge,
            if he has entered into the armed forces; or

                  (b)   after such service terminates, if he has entered
            into other service defined as Military Service;

      such period, also, shall be deemed to be Military Service.

17.   Article III - Section 3.2 of the Plan shall be amended, effective as
      of January 1, 2000, to read in its entirety as follows:

            Section 3.2  Maternity or Paternity Leave.

                  (a)   Subject to section 3.2(c), in the event of an
            Employee's absence from work in the service of the Employer and
            all Affiliated Employers for a period:

                        (i)   that commences on or after October 1, 1985;

                        (ii)  for which the person is not paid or entitled
                  to payment by the Employer or any Affiliated Employer;
                  and


<PAGE>  4


                        (iii) that constitutes Maternity or Paternity
                  Leave;

            then the rules of section 3.2(b) shall apply.

            (b)   In cases of absence described in section 3.2(a), solely
      for purposes of determining whether a One-Year Break in Service has
      occurred, the person shall be credited for the period of an absence
      described in section 3.2(a) with the number of Hours of Service equal
      to the lesser of:

                  (i)   (A)  the number of Hours of Service that would have
            been credited to the person if he had continued working for the
            Bank or an Affiliated Employer during the period of such
            absence, or (B) if the number of Hours of Service prescribed
            under section 3.2(b)(i)(A) cannot be determined, 8 Hours of
            Service for each working day during the period of absence; or

                  (ii)  501 Hours of Service.

      Such credit shall be given during the Computation Period during which
      such absence began, if necessary to prevent a One-Year Break in
      Service from occurring during such Computation Period, and in all
      other cases, such credit shall be given during the immediately
      following Computation Period.

            (c)   Notwithstanding anything in the Plan to the contrary,
      this section 3.2 shall not apply unless the person furnishes to the
      Plan Administrator such information as the Plan Administrator may
      reasonably require in order to establish (i) that the person's
      absence is one described in section 3.2(a), and (ii) the number of
      working days during such absence.

18.   Article III - Article III of the Plan shall be amended, effective as
      of January 1, 2000, by adding new section 3.3 to read in its entirety
      as follows, by redesignating current section 3.3 as section 3.4, and
      by modifying all cross-references to such sections accordingly:

            Section 3.3  Adjustments to Years of Eligibility Service.

            The Years of Eligibility Service of an Employee who returns to
      the employment of the Employer or any Affiliated Employer following a
      separation from service shall include his Years of Eligibility
      Service prior to such separation from service, and such an Employee
      shall be readmitted to participation immediately upon his return to
      service if he is then an Eligible Employee.

19.   Article III - Section 3.4 of the Plan shall be amended, effective as
      of January 1, 2000, to read in its entirety as follows:


<PAGE>  5


            Section 3.4  Leave of Absence.

            In the event of temporary absence from work in the service of
      the Employer and all Affiliated Employers for any period for which a
      Participant shall have been granted a leave of absence by the
      Employer, the entire period of his absence shall be treated for
      purposes of vesting and eligibility for participation (but not for
      purposes of eligibility to share in the allocation of contributions
      in accordance with Article VII), as if he had worked for the Employer
      during the period of his absence.  Absence from work for a period
      greater than, or failure to return to work upon the expiration of,
      the period of leave of absence granted by the Employer shall
      terminate participation in the Plan as of the date on which such
      period ended.  In granting leaves of absence for purposes of the
      Plan, all Employees in like circumstances shall be similarly treated.

20.   Article III - Article III of the Plan shall be amended, effective as
      of January 1, 2000, by adding new sections 3.5 and 3.6 to read in
      their entirety as follows:

            Section 3.5  Family and Medical Leave.

            In the event of absence for a period recognized a family and
      medical leave under the federal Family and Medical Leave Act of 1992,
      the period of such absence shall be recognized for purposes of
      vesting and eligibility to participate to the full extent required by
      law.

            Section 3.6  Service with Uniformed Forces.

            Periods of service with the uniformed forces of the United
      States shall be treated in the manner required pursuant to section
      414(u) of the Code.

21.   Article IX - Section 9.4 of the Plan shall be amended, effective as
      of January 1, 2000, by substituting "five consecutive One-Year Breaks
      in Service" for "a Period of Severance of five years" therein.

22.   Article IX - Section 9.5 of the Plan shall be amended, effective as
      of January 1, 2000, by adding the words "in the next Plan Year" after
      the words "under the Plan" therein.

23.   Article XII - Section 12.3 of the Plan shall be amended, effective as
      of January 1, 2000, by adding a new section 12.3(c)(ii) which shall
      read in its entirety as follows:

            (ii)  If voting rights are to be exercised with respect to
      Financed


<PAGE>  6


      Shares as provided in section 12.3(c)(i)(A) and (B) at a time when
      there are no Shares allocated to the Share Investment Accounts of
      Participants, Former Participants and the Beneficiaries of deceased
      Former Participants, then the voting rights appurtenant to Financed
      Shares shall be exercised as follows with respect to each matter as
      to which holders of Shares may vote:

                  (A)   Each person who is a Participant on the applicable
            record date will be granted a number of votes equal to the
            quotient, rounded to the nearest integral number, of (I) such
            Participant's Allocation Compensation for the Plan Year ending
            on or immediately prior to such record date (or for the portion
            of such Plan Year during which he was a Participant); divided
            by (II) $1,000.00; and

                  (B)   a number of votes equal to the product of (I) the
            total number of Financed Shares allocated to the Loan Repayment
            Account on the applicable record date; multiplied by (II) a
            fraction, the numerator of which is the total number of votes
            that are cast in the affirmative with respect to such matter
            pursuant to section 12.3(c)(ii)(A) and the denominator of which
            is the total number of votes that are cast either in the
            affirmative or in the negative with respect to such matter
            pursuant to section 12.3(c)(ii)(A), shall be cast in the
            affirmative; and

                  (C)   a number of votes equal to the excess of (I) the
            total number of Financed Shares allocated to the Loan Repayment
            Account on the applicable record date, over (II) the number of
            affirmative votes cast with respect to such matter pursuant to
            section 12.3(c)(ii)(B), shall be cast in the negative.

      To the extent that the Financed Shares consist of more than one class
      of Shares, this section 12.3(c)(ii) shall be applied separately with
      respect to each class of Shares.

24.   Article XII - Section 12.4(c) of the Plan shall be amended, effective
      as of January 1, 2000, to read in its entirety as follows:

            (a)   In the case of any Tender Offer, any Financed Shares held
      in the Loan Repayment Account shall be dealt with as follows:

                  (i)   If such Tender Offer occurs at a time when there
            are no Shares allocated to the Share Investment Accounts of
            Participants, Former Participants and the Beneficiaries of
            deceased Former Participants, then the disposition of the
            Financed Shares shall be determined as follows:


<PAGE>  7


                        (A)   each person who is a Participant on the
                  applicable record date will be granted a number of tender
                  rights equal to the quotient, rounded to the nearest
                  integral number, of (I) such Participant's Allocation
                  Compensation for the Plan Year ending on or immediately
                  prior to such record date (or for the portion of such
                  Plan Year during which he was a Participant), divided by
                  (II) $1,000.00; and

                        (B)   on the last day for delivering Shares or
                  otherwise responding to such Tender Offer, a number of
                  Shares equal to the product of (I) the total number of
                  Financed Shares allocated to the Loan Repayment Account
                  on the last day of the effective period of such Tender
                  Offer; multiplied by (II) a fraction, the numerator of
                  which is the total number of tender rights exercised in
                  favor of the delivery of Shares in response to the Tender
                  Offer pursuant to section 12.4(c)(i)(A) and the
                  denominator of which is the total number of tender rights
                  that are exercisable in response to the Tender Offer
                  pursuant to section 12.4(c)(i)(A), shall be delivered in
                  response to the Tender Offer; and

                        (C)   a number of Shares equal to the excess of (I)
                  the total number of Financed Shares allocated to the Loan
                  Repayment Account on the last day of the effective period
                  of such Tender Offer; over (II) the number of Shares to
                  be delivered in response to the Tender Offer pursuant to
                  section 12.4(c)(i)(B), shall be withheld from delivery.

                  (ii)  If such Tender Offer occurs at a time when the
            voting rights appurtenant to such Financed Shares are to be
            exercised in accordance with section 12.3(c)(i), then:

                        (A)   on the last day for delivering Shares or
                  otherwise responding to such Tender Offer, a number of
                  Financed Shares equal to the product of (I) the total
                  number of Financed Shares allocated to the Loan Repayment
                  Account on the last day of the effective period of such
                  Tender Offer; multiplied by (II) a fraction, the
                  numerator of which is the total number of Shares
                  delivered from the Share Investment Accounts of
                  Participants, Former Participants and the Beneficiaries
                  of deceased Former Participants in response to such
                  Tender Offer pursuant to section 12.4(a), and the
                  denominator of which is the total number of Shares
                  allocated to the Share Investment Accounts of
                  Participants, Former Participants and Beneficiaries of
                  deceased Former Participants immediately prior to the
                  last day for delivering Shares or


<PAGE>  8


                  otherwise responding to such Tender Offer, shall be
                  delivered; and

                        (B)   a number of Financed Shares equal to the
                  excess of (I) the total number of Financed Shares
                  allocated to the Loan Repayment Account on the last day
                  for delivering Shares or otherwise responding to such
                  Tender Offer; over (II) the number of Financed Shares to
                  be delivered pursuant to section 12.4(c)(ii)(A), shall be
                  withheld from delivery.

            To the extent that the Financed Shares consist of more than one
            class of Shares, this section 12.4(c) shall be applied
            separately with respect to each class of Shares.


<PAGE>  9


                           SECOND AMENDMENT TO THE
                        EMPLOYEE STOCK OWNERSHIP PLAN
                           OF PORT FINANCIAL CORP.

      Pursuant to the powers reserved under Section 16.1 of the  Employee
Stock Ownership Plan of Port  Financial Corp. (the "Plan"), the Board of
Directors of Port Financial Corp. Inc. hereby amends the Plan as follows,
effective as of January 1, 2001.

                            FIRST AND ONLY CHANGE
                            ---------------------

      The definition of  "Allocation Compensation" provided in Section 1.3
of the Plan is amended by adding the following clause to the end of the
first paragraph of such Section 1.3:

      ";but excluding any income related to any award or exercise of a
      stock option or the award, vesting or payment of dividends with
      respect to restricted stock."

      The Plan as previously adopted is hereby ratified and affirmed in all
other respects.


<PAGE>


                                  Exhibit A

                        EMPLOYEE STOCK OWNERSHIP PLAN
                                     OF
                            PORT FINANCIAL CORP.

                                                    AMENDMENT NO. 3

                                           DOCUMENT:      TPW/WA01/3125756
                                           DRAFT DATE:    02/07/02

                                           BOARD OF DIRECTORS
                                           APPROVAL DATE: ________________

                                  AMENDMENT

1.    Section 1.3 - Section 1.3 shall be amended, effective as of January
      1, 2002, to replace subsection 1.3(d) and add a subsection 1.3(e) as
      follows:

            (d)   a cafeteria plan described in section 125 of the Code; or

            (e)   a qualified transportation fringe benefits plan described
      in section 132(f) of the Code.

2.    Section 1.29 - Section 1.29 shall be amended, effective as of January
      1, 2000, to add the following sentence to the end thereof:

      The Company has not elected to use the top 20% election mentioned in
      subparagraph (ii)(B) of this section.

3.    Section 1.54 - Section 1.54 shall be amended, effective as of January
      1, 2002, to read in its entirety as follows:

            Section 1.54  Total Compensation during any period means an
      Employee's aggregate total compensation paid by the Employer and any
      Affiliated Employer with respect to such period that constitutes
      wages within the meaning of section 3401 of the Code, plus any
      amounts by which the Employee's compensation paid by the Employer or
      any Affiliated Employer has been reduced pursuant to a compensation
      reduction agreement under the terms of any qualified cash or deferred
      arrangement described in section 401(k) of the Code, any salary
      reduction simplified employee pension plan described in section
      408(k) of the Code, any tax deferred annuity plan described in
      section 403(b) of the Code, any cafeteria plan described in section
      125 of the Code and any salary reduction contributions under any
      qualified transportation fringe benefit plan described in section
      132(f) of the Code.  In no event, however, shall an Employee's Total
      Compensation for any calendar year include any compensation in excess
      of the amount permitted under section 401(a)(17) of the Code.

4.    Section 2.1 - Subparagraph 2.1(b) shall be amended, effective as of
      January 1, 2000, to read in its entirety as follows:


<PAGE>


            (b)   An Employee is not an Eligible Employee if he:

                  (i)   does not receive Allocation Compensation from at
            least one Participating Employer;

                  (ii)  is an Employee who has waived any claim to
            participation in the Plan;

                  (iii) is an Employee or in a unit of Employees covered by
            a collective bargaining agreement with the Employer where
            retirement benefits were the subject of good faith bargaining,
            unless such agreement expressly provides that Employees such as
            he be covered under the Plan;

                  (iv)  is a "leased employee" as defined in section
            18.8(a);

                  (v)   is classified as an "independent contractor" by the
            Employer, even if considered a common-law employee under
            applicable law;

                  (vi)  is classified as a "temporary employee" by the
            Employer; or

                  (vii) is a nonresident alien who received no earned
            income from the Employer which constitutes income from sources
            within the United States.

5.    Section 8.2 - Subparagraph 8.2(a) shall be amended, effective January
      1, 2002, to read in its entirety as follows:

            (a)   Notwithstanding any other provisions of the Plan, no
      amount shall be allocated to a Participant's Account for any
      Limitation Year to the extent that such allocation would result in an
      Annual Addition of an amount exceeding:

                  (i)   for Limitation Years beginning before January 1,
            2002, the lesser of (A) $30,000 (or such other amount as is
            permissible under section 415(c)(1)(A) of the Code), or (ii)(B)
            twenty-five percent (25%) of the Participant's Total
            Compensation paid during such Limitation Year; and

                  (ii)  for Limitation Years beginning after December 31,
            2001, the lesser of (A) $40,000 (or such other amount as is
            permissible under section 415(c)(1)(A) of the Code), or (B) one
            hundred percent (100%) of the Participant's Total Compensation
            paid during such Limitation Year.


<PAGE>  2


6.    Section 8.2 - Subparagraph 8.2(c)(i)(A) shall be amended, effective
      as of January 1, 2000, to read in its entirety as follows:

            (A)   all contributions by the Employer (including
      contributions made under a salary reduction agreement pursuant to
      sections 401(k), 408(k) or 403(b) of the Code) under any qualified
      defined contribution plan or simplified employee pension (other than
      this Plan) maintained by the Employer, as well as the Participant's
      allocable share, if any, of any forfeitures under such plans as well
      as all amounts allocated to  an individual medical benefit account,
      as defined in section 415(l)(2) of the Code, which is part of a
      pension or annuity plan maintained by the Employer; plus

7.    Section 8.2 - Subparagraph 8.2(c)(i) of the Plan shall be amended,
      effective as of January 1, 2002, to include a new sentence at the end
      thereof which shall read in its entirety as follows:

      In Limitation Years beginning after December 31, 2001, catch-up
      elective deferrals under section 414(v) of the Code shall not be
      included as Annual Additions.

8.    Section 8.2 - Subparagraph 8.2(c)(vi) shall be amended, effective as
      of January 1, 2000, to read in its entirety as follows:

            (vi)  Maximum Permissible Amount:  The maximum Annual Addition
      that may be contributed or allocated to a Participant's Account under
      the Plan for any Limitation Year shall not exceed the lesser of: (a)
      $30,000, as adjusted under Section 415(d) of the Code or (b) 25% of
      the Participant's Total Compensation for the Limitation Year.  The
      compensation limitation referred to in (b) shall not apply to any
      contribution for medical benefits (within the meaning of section
      401(h) of the Code) which is otherwise treated as an Annual Addition
      under Section 415(l)(1) of the Code.

9.    Section 12.2 - Subsection 12.2(b) of the Plan shall be amended,
      effective as of January 1, 2002, to read in its entirety as follows:

            (b)   Dividends paid with respect to Shares allocated to a
      person's Share Investment Account shall be credited to such person's
      Share Investment Account. Cash dividends credited to a person's
      General Investment Account shall be, at the direction of the
      Committee, either: (i) held in such General Investment Account and
      invested in accordance with sections 10.2 and 11.3; (ii) distributed
      immediately to such person; (iii) distributed to such person within
      90 days of the close of the Plan Year in which such dividends were
      paid; (iv) used to make payments of principal or interest on a Share
      Acquisition Loan; provided, however, that the Fair Market Value of
      Financed Shares released from the Loan Repayment Account as a result
      of such payment equals or exceeds the amount of the dividend; or (v)
      in calendar years beginning after December 31, 2001


<PAGE>  3


      either held as provided in section 12.2(b)(i) or distributed as
      provided in section 12.2(b)(ii), as each person shall elect for his
      own Account.

10.   Section 13.4 - Effective as of January 1, 2000, the Plan shall be
      amended by adding the following to the end of Section 13.4:

      If an Employee terminates service, and the value of the Employee's
      vested Account balance is not greater than $5,000, the Employee will
      receive a distribution of the value of the entire vested portion of
      such Account balance and the nonvested portion will be treated as a
      Forfeiture.  If an Employee would have received a distribution under
      the preceding sentence but for the fact that the Employee's vested
      Account balance exceeded $5,000 when the Employee terminated  Service
      and if at a later time such Account balance is reduced such that it
      is not greater than $5,000, the Employee will receive a distribution
      of such Account balance and the nonvested portion will be treated as
      a Forfeiture.  For purposes, of this section, if the value of an
      Employee's vested Account balance is zero, the Employee shall be
      deemed to have received a distribution of such vested Account
      balance.

11.   Section 13.6 - Subsections 13.6(c)(iii) and (iv) of the Plan shall be
      amended, effective as of January 1, 2002, to read in their entirety
      as follows:

            (iii) "Eligible Retirement Plan" means an individual retirement
      account described in section 408(a) of the Code, an individual
      retirement annuity described in section 408(b) of the Code, an
      annuity plan described in section 403(a) of the Code, or a qualified
      trust described in section 401(a) of the Code, and (for distributions
      after December 31, 2001 only) an annuity contract described in
      section 403(b) of the Code or an eligible deferred compensation plan
      under section 457(b) of the Code which is maintained by a state,
      political subdivision of a state, or an agency or instrumentality of
      a state or political subdivision thereof and which agrees to
      separately account for amounts transferred into such plan from this
      Plan, that accepts the distributee's eligible rollover distribution.
      However, in the case of an eligible rollover distribution made before
      January 1, 2002 to a current or former spouse who is the alternate
      payee under a qualified domestic relations order as defined in Code
      section 414(p) or to a surviving spouse, an eligible retirement plan
      is only an individual retirement account or individual retirement
      annuity.

            (iv)  "Eligible Rollover Distribution" means any distribution
      of all or any portion of the balance to the credit of the
      distributee, except that an eligible rollover distribution does not
      include: any distribution that is one of a series of substantially
      equal periodic payments (not less frequently than annually) made for
      the life (or life expectancy) of the distributee or the joint lives
      (or joint life expectancies) of the distributee and the distributee's
      designated Beneficiary, or for a specified period of ten (10) years
      or more; any distribution to the extent such distribution is


<PAGE>  4


      required under section 401(a)(9) of the Code; any distribution made
      after December 31, 1999 on account of hardship; and in the case of a
      distribution made before January 1, 2002, the portion of any
      distribution that is not includible in gross income (determined
      without regard to the exclusion for net unrealized appreciation with
      respect to employer securities).  A portion of a distribution that is
      includible in the gross income of the distributee that is treated as
      an eligible rollover distribution may only be transferred in a direct
      rollover to an eligible retirement plan that agrees to separately
      account for such portion of the distribution.  This section 13.6
      shall not apply to any eligible rollover distributions during a year
      that are reasonably expected (as determined by the Committee) to
      total less than $200.  In no event shall any withdrawal during
      service that is made on account of hardship be considered an
      "eligible rollover distribution".  This section 13.6 shall be
      interpreted to comply with the provisions of section 401(a)(31) of
      the Code.

12.   Section 17.2 - Section 17.2 of the Plan shall be amended, effective
      as of January 1, 2002, to read in its entirety as follows:

                  Section 17.2  Definition of Top Heavy Plan.

            (a)   Subject to section 17.2(c), the Plan is a Top Heavy Plan
      if, as of a Determination Date: (i) it is not a member of a Required
      Aggregation Group, and (ii)(A) the sum of the Cumulative Accrued
      Benefits of all Key Employees exceeds 60% of (B) the sum of the
      Cumulative Accrued Benefits of all Employees (excluding former Key
      Employees), former Employees (excluding former Key Employees and
      other former Employees who have not performed any services for the
      Company or any Affiliated Employer during the immediately preceding 5
      Plan Years if the Determination Date is before January 1, 2002 and
      one Plan Year if the Determination Date is after December 31, 2001)
      and their Beneficiaries.

            (b)   Subject to section 17.2(c), the Plan is a Top Heavy Plan
      if, as of a Determination Date: (i) the Plan is a member of a
      Required Aggregation Group, and (ii)(A) the sum of the Cumulative
      Accrued Benefits of all Key Employees under all plans that are
      members of the Required Aggregation Group exceeds 60% of (B) the sum
      of the Cumulative Accrued Benefits of all Employees (excluding former
      Key Employees), former Employees (excluding former Key Employees and
      other former Employees who have not performed any services for the
      Company or any Affiliated Employer during the immediately preceding 5
      Plan Years if the Determination is before January 1, 2002 and one
      Plan Year if the Determination Date is after December 31, 2001), and
      their Beneficiaries under all plans that are members of the Required
      Aggregation Group.

            (c)   Notwithstanding sections 17.2(a) and 17.2(b), the Plan is
      not a Top Heavy Plan if, as of a Determination Date: (i) the Plan is
      a member of a Permissible Aggregation Group, and (ii)(A) the sum of
      the Cumulative Accrued


<PAGE>  5


      Benefits of all Key Employees under all plans that are members of the
      Permissible Aggregation Group does not exceed 60% of (B) the sum of
      the Cumulative Accrued Benefits of all Employees (excluding former
      Key Employees), former Employees (excluding former Key Employees and
      other former Employees who have not performed any services for the
      Company or any Affiliated Employer during the immediately preceding 5
      Plan Years if the Determination Date is before January 1, 2002 and
      one Plan Year if the Determination Date is after December 31, 2001),
      and their Beneficiaries under all plans that are members of the
      Permissible Aggregation Group.

13.   Section 17.4 - Subsection 17.4(a)(iii) of the Plan shall be amended,
      effective as of January 1, 2002, to read in its entirety as follows:

            (iii) the amount of any distributions of such person's
      Cumulative Accrued Benefits under the Plan (including, for Plan Years
      beginning after December 31, 2001, distributions under terminated
      plans that would have been included in the Required Aggregation Group
      if not terminated) during the 5-year period (for all distributions
      for Plan Years beginning before January 1, 2002 and for in-service
      distributions for Plan Years beginning after December 31, 2001) or 1-
      year period (for all distributions other than in-service
      distributions for Plan Years beginning after December 31, 2001)
      ending on the Determination Date.

14.   Section 17.5 - Subsection 17.5(a)(iv) shall be amended, effective as
      of January 1, 2002, by adding the words "in plan years beginning
      before January 1, 2002" at the beginning thereof.

15.   Section 17.6 - Section 17.6 shall be amended, effective as of January
      1, 2002, to read in its entirety as follows:

                  Section 17.6  Required Aggregation Group.

            For purposes of this Article XVII, a Required Aggregation Group
      shall consist of (a) this Plan; (b) any other qualified plans
      currently maintained (or previously maintained and terminated within
      the five year period ending on the Determination Date) by the
      Employer and any Affiliated Employers that cover Key Employees; and
      (c) any other qualified plans currently maintained (or previously
      maintained and terminated within the five year period ending on the
      Determination Date) by the Employer and any Affiliated Employers that
      cover Key Employees that are required to be aggregated for purposes
      of satisfying the requirements of sections 401(a)(4) or 410(b) of the
      Code.

16.   Section 18.8 - Subsection 18.8(a) of the Plan shall be amended,
      effective as of January 1, 2000, by replacing the phrase "of a type
      historically performed by employees in the business field of the
      Employer" with the phrase "performed under the primary direction or
      control of the Employer or."


<PAGE>  6


      IN WITNESS WHEREOF, this Amendment has been executed by the
undersigned duly authorized officer of Port Financial Corp.


                                       PORT FINANCIAL CORP.


                                       By _________________________________
                                          Name:
                                          Title:


<PAGE>  7


                                                                  Exhibit A

                        EMPLOYEE STOCK OWNERSHIP PLAN
                                     OF
                            PORT FINANCIAL CORP.

                         Adopted on October 19, 1999
                       Effective as of January 1, 2000

                                                       AMENDMENT NO. 4

                                                DOCUMENT:      WA01/3131244
                                                DRAFT DATE:    12/04/02

                                                BOARD OF DIRECTORS
                                                APPROVAL DATE: ____________

                                  AMENDMENT

1.    Article I - Section 1.11 of the Plan shall be amended, effective as
      of January 1, 2003, to read in its entirety as follows:

            Section 1.11  Designated Beneficiary means a natural person
      designated by a Participant or Former Participant as a Beneficiary
      under section 13.2 and shall not include any Beneficiary designated
      by a person other than a Participant or Former Participant or any
      Beneficiary other than a natural person. If a natural person is the
      beneficiary of a trust which a Participant or Former Participant has
      named as his Beneficiary, such natural person shall be treated as a
      Designated Beneficiary if: (a) the trust is a valid trust under
      applicable state law (or would be a valid trust except for the fact
      that it does not have a corpus); (b) the trust is irrevocable or
      will, by its terms, become irrevocable upon the death of the
      Participant or Former Participant; (c) the beneficiaries of the trust
      who are beneficiaries with respect to the trust's interest as a
      Beneficiary are identifiable from the terms of the trust instrument;
      and (d) the following information is furnished to the Committee:

                  (i)   by the Participant or Former Participant, if any
            distributions are required to be made pursuant to section 13.5
            prior to the death of the Participant or Former Participant and
            (in the case of distributions after December 31, 2002 only) the
            Participant's or Former Participant's spouse is his sole
            primary Beneficiary, either: (A) a copy of the trust
            instrument, together with a written undertaking by the
            Participant or Former Participant to furnish a copy of any
            subsequent amendment to the Committee within a reasonable time
            after such amendment is made; or (B)(I) a list of all of the
            beneficiaries of the trust (including contingent and
            remainderman beneficiaries with a description of the conditions
            on their entitlement); (II) a certification of the Participant
            or Former Participant to the effect that, to the best of his
            knowledge, such list is correct and complete and that the
            conditions of section 1.11(a), (b) and (c) are satisfied; (III)
            a written undertaking to provide a new certification to the
            extent that an amendment changes any


<PAGE>  1


            information previously certified; and (IV) a written
            undertaking to furnish a copy of the trust instrument to the
            Committee on demand; and

                  (ii)  by the trustee of the trust within nine months
            after the death of the Participant or Former Participant (prior
            to January 1, 2003) or by October 31st of the first calendar
            year that begins after the death of the Participant or Former
            Participant (subsequent to December 31, 2002), if any
            distributions are required to be made pursuant to section 13.5
            after the death of the Participant or Former Participant,
            either: (A) a copy of the actual trust instrument for the
            trust; or (B)(I) a final list of all of the beneficiaries of
            the trust (including contingent and remainderman beneficiaries
            with a description of the conditions on their entitlement) as
            of the date of death (prior to January 1, 2003) or as of
            September 30th of the first calendar year that begins after the
            date of death (subsequent to December 31, 2002); (II) a
            certification of the trustee to the effect that, to the best of
            his knowledge, such list is correct and complete and that the
            conditions of section 1.11(a), (b) and (c) are satisfied; and
            (III) a written undertaking to furnish a copy of the trust
            instrument to the Committee on demand.

2.    Article XIII - Section 13.5(b) of the Plan shall be amended,
      effective as of January 1, 2003, by replacing the last two sentences
      thereof with a new subsection 13.5(c) and renumbering the following
      sections accordingly.  The new subsection 13.5(c) shall read in its
      entirety as follows:

            (c)   For purposes of section 13.5(b):

                  (i)   for taxable years beginning before January 1, 2003,
            the life expectancy of a Participant or Former Participant (or
            the joint life and last survivor expectancy of a Participant or
            Former Participant and his Designated Beneficiary) for the
            calendar year in which the Participant or Former Participant
            attains age 701/2 shall be determined on the basis of Tables V
            and VI, as applicable, of section 1.72-9 of the Income Tax
            Regulations as of the Participant's or Former Participant's
            birthday in such year. Such life expectancy or joint life and
            last survivor expectancy for any subsequent year shall be equal
            to the excess of (1) the life expectancy or joint life and
            last survivor expectancy for the year in which the Participant
            or Former Participant attains age 701/2, over (2) the number of
            whole years that have elapsed since the Participant or Former
            Participant attained age 701/2; and

                  (ii)  for taxable years beginning after December 31,
            2002, during the Participant's or Former Participant's
            lifetime, life expectancy shall be equal to:

                        (1)   the distribution period in the Uniform
                  Lifetime Table set forth in section 1.401(a)(9)-9 of the
                  Treasury regulations, using the Participant's age as of
                  the Participant's birthday in such calendar year; or


<PAGE>  2


                        (2)   if the Participant's spouse is the sole
                  Designated Beneficiary and the spouse is more than ten
                  years younger than the Participant, the number in the
                  Joint and Last Survivor Table set forth in section
                  1.401(a)(9)-9 of the Treasury regulations, using the
                  Participant's and spouse's attained ages as of the
                  Participant's and spouse's birthdays in such calendar
                  year.

      IN WITNESS WHEREOF, this Amendment has been executed by the
undersigned officer of Port Financial Corp. pursuant to authority given by
resolution of the Board of Directors.

                                       PORT FINANCIAL CORP.


                                       By _________________________________
                                          Name:
                                          Title:


<PAGE>  3