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                                                                    Exhibit 10.1


                           BOSTON FEDERAL SAVINGS BANK
                              EMPLOYMENT AGREEMENT

         This AGREEMENT ("Agreement"), originally entered into on October 24,
1995, is amended and restated, effective as of December 31, 1999, by and between
Boston Federal Savings Bank (the "Bank"), a federally chartered savings
institution, with its principal administrative offices at 17 New England
Executive Park, Burlington, MA 01803, BostonFed Bancorp, Inc., a corporation
organized under the laws of the state of Delaware, the Holding Company of the
Bank (the "Holding Company") and David F. Holland ("Executive").

         WHEREAS, the Bank wishes to continue to assure itself of the services
of Executive for the period provided in this Agreement; and

         WHEREAS, Executive is willing to continue to serve in the employ of the
Bank and its subsidiaries on a full-time basis for the term of this Agreement.

         NOW, THEREFORE, in consideration of the mutual covenants herein
contained, and upon the other terms and conditions hereinafter provided, the
parties hereby agree as follows:

1.       POSITION AND RESPONSIBILITIES.

         During the period of Executive's employment hereunder, Executive agrees
to serve as Chief Executive Officer of the Bank. Executive shall render
administrative and management services to the Bank such as are customarily
performed by persons in a similar executive capacity. During the term of this
Agreement, Executive also agrees to serve as a director of the Bank.

2.       TERMS.

         (a) The period of Executive's employment under this Agreement shall be
deemed to have commenced as of the date first written above and shall continue
for a period of thirty-six (36) full calendar months from the effective date of
this Agreement, as amended and restated. Commencing on the first anniversary
date of this Agreement, and continuing on each anniversary thereafter, the
disinterested members of the board of directors of the Bank ("Board") may extend
the Agreement an additional year such that the remaining term of the Agreement
shall be three (3) years unless the Executive elects not to extend the term of
this Agreement by giving written notice in accordance with Section 8 of this
Agreement. The Board will review the Agreement and Executive's performance
annually for purposes of determining whether to extend the Agreement and the
rationale and results thereof shall be included in the minutes of the Board's
meeting. The Board shall give notice to the Executive as soon as possible after
such review as to whether the Agreement is to be extended.

         (b) During the period of Executive's employment hereunder, except for
periods of absence occasioned by illness, reasonable vacation periods, and other
reasonable leaves of absence,
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Executive shall devote substantially all of his business time, attention, skill,
and efforts to the faithful performance of his duties hereunder, including
activities and services related to the organization, operation and management of
the Bank and participation in industry, community and civic organizations;
provided, however, that, with the approval of the Board, as evidenced by a
resolution of the Board, from time to time, Executive may serve, or continue to
serve, on the boards of directors of, and hold any other offices or positions
in, companies or organizations, which, in the Board's judgment, will not present
any conflict of interest with the Bank, or materially affect the performance of
Executive's duties pursuant to this Agreement.

         (c) Notwithstanding anything herein contained to the contrary, either
Executive or the Bank may terminate Executive's employment with the Bank at any
time during the term of this Agreement, subject to the terms and conditions of
this Agreement.

3.       COMPENSATION AND REIMBURSEMENT.

         (a) The compensation specified under this Agreement shall constitute
consideration paid by the Bank in exchange for the duties described in Section 1
of this Agreement. The Bank shall pay Executive, as compensation, a salary of
not less than $360,000 ("Base Salary"). Base Salary shall include any amounts of
compensation deferred by Executive under any tax-qualified retirement or welfare
benefit plan or any other deferred compensation arrangement maintained by the
Bank. Base Salary shall be payable in accordance with the normal payroll
practices of the Bank. During the period of this Agreement, Executive's Base
Salary shall be reviewed at least annually; on or about the 15th day of December
each year. Such review shall be conducted by the Board or by a committee of the
Board delegated such responsibility by the Board. The committee or the Board may
increase Executive's Base Salary at any time. Any increase in Base Salary shall
thereafter become the new "Base Salary" for purposes of this Agreement.

         (b) Executive shall be entitled to participate in any employee benefit
plans, arrangements and perquisites substantially equivalent to those in which
Executive was participating or otherwise deriving benefit from immediately prior
to the beginning of the term of this Agreement, as amended and restated, and the
Bank will not, without Executive's prior written consent, make any changes in
such plans, arrangements or perquisites (or any plans, arrangements or
perquisites with respect to which Executive begins to participate at any time
during the term of this Agreement, as amended and restated) which would
adversely affect Executive's rights or benefits thereunder, without separately
providing for an arrangement that ensures Executive receives or will receive the
economic value that Executive would otherwise lose as a result of such adverse
affect, unless such change is general in nature and applies in a
nondiscriminatory manner to all employees covered by the plan, arrangement or
perquisite. Without limiting the generality of the foregoing provisions of this
Subsection (b), Executive shall be entitled to participate in and receive
benefits under any employee benefit plans including, but not limited to,
retirement plans (such as pension, profit sharing and employee stock ownership
plans), supplemental retirement plans, incentive plans, health and welfare plans
and any other employee benefit plan or arrangement made available by the Bank
now or in the future to full-time employees of the Bank and/or senior executives
and key management employees of the Bank, subject to and on a basis consistent
with the terms, conditions and overall


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administration of such plans and arrangements. Nothing paid to Executive under
any such plans or arrangements will be deemed to be in lieu of other
compensation and benefits to which Executive is entitled under this Agreement.

         (c) The Bank shall pay or reimburse Executive for all reasonable
expenses incurred by Executive in performing his obligations under this
Agreement.

4.       PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION.

         (a) Upon the occurrence of an Event of Termination (as herein defined)
during Executive's term of employment under this Agreement, the provisions of
this Section 4 shall apply. As used in this Agreement, an "Event of Termination"
shall mean and include any one or more of the following: (i) the termination by
the Bank or the Holding Company of Executive's full-time employment hereunder
for any reason other than termination governed by Section 5(a) of this
Agreement, or Termination for Cause, as defined in Section 7 of this Agreement,
or Retirement or Disability, as defined in paragraph (f) of this Section 4 or;
(ii) Executive's resignation from the Bank's employ, upon, any (A) notice to
Executive by the Bank of non-renewal of the term of this Agreement, (B) failure
to re-elect or re-appoint as Chief Executive Officer of the Bank or a failure to
nominate or re-elect Executive to the Board of Directors of the Bank, unless
consented to by the Executive, (C) material change in Executive's function,
duties, or responsibilities with the Bank, which change would cause Executive's
position to become one of lesser responsibility, importance, or scope from the
position and attributes thereof described in Section 1 of this Agreement (and
any such material change shall be deemed as continuing breach of this
Agreement), unless consented to by Executive, (D) relocation of Executive's
principal place of employment by more than 25 miles from its location at the
effective date of this Agreement, unless consented to by Executive, (E) material
reduction in the benefits, arrangements or perquisites to Executive which is not
general in nature and applicable on a nondiscriminatory basis to all employees
covered by such benefits, arrangements, or perquisites or, pursuant to Section
3(b) of this Agreement, to which Executive does not consent or for which
Executive is not or will not be provided the economic benefit, (F) liquidation
or dissolution of the Bank or the Holding Company, or (G) breach of this
Agreement by the Bank. Upon the occurrence of any event described in clauses
(A), (B), (C), (D), (E), (F) or (G), above, Executive shall have the right to
elect to terminate employment under this Agreement by resignation upon not less
than sixty (60) days prior written notice given within six full calendar months
after the event giving rise to said right to elect.

         (b) Upon the occurrence of an Event of Termination, on the Date of
Termination, as defined in Section 8 of this Agreement, the Bank shall be
obligated to pay Executive, or, in the event of Executive's subsequent death,
his beneficiary or beneficiaries, or his estate, as the case may be, the amount
of the remaining payments and benefits that Executive would have earned if he
had continued his employment with the Bank during the remaining unexpired term
of this Agreement, based on Executive's Base Salary and the benefits provided to
Executive as of the date of the Event of Termination, as set forth in Sections
3(a) and (b) of this Agreement, as the case may be, and the amount still due
Executive under any paragraph of Section 3 for service rendered through the Date
of Termination. Except as provided for in paragraphs (c) and (d) of Section 4,
the determination of


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Executive's benefits as of the date of the Event of Termination shall be made
based on (i) the value of the allocation attributable to employer contributions
for the most recent plan year under any defined contribution type plan; (ii) the
percentage of salary of any incentive or bonus payment for the most
recently-completed fiscal year; and (iii) the employer-provided cost of any
other benefit for the most recently-completed fiscal year. At the election of
Executive, which election is to be made within thirty (30) days of the Date of
Termination, such payments shall be made in a lump sum (without discount for
early payment) or paid monthly during the remaining term of the agreement
following Executive's termination. In the event that no election is made,
payment to Executive will be made in a lump sum. Such payments shall not be
reduced in the event Executive obtains other employment following termination of
employment. Notwithstanding anything to the contrary elsewhere in this
Agreement, to the extent the Executive is entitled to continued coverage or
benefit accrual under any retirement or welfare benefit plan during the
remaining unexpired term of this Agreement, the amount payable under this
Section 4(b) should be adjusted to the extent necessary to avoid any duplication
of such benefits.

         (c) Upon the occurrence of an Event of Termination, Executive will be
entitled to receive benefits due him under or contributed by the Bank on his
behalf pursuant to any retirement, incentive, profit sharing, employee stock
ownership, bonus, performance, disability or other employee benefit plan or
arrangement maintained by the Bank to the extent such benefits are not otherwise
paid to Executive under a separate provision of this Agreement. In addition, for
purposes of determining his vested accrued benefit, Executive shall be credited
either under the defined benefit pension plan maintained by the Bank or, if not
permitted under such plan, under a separate arrangement, with the additional
"years of service" that he would have earned for vesting and benefit accrual
purposes for the remaining term of the Agreement had his employment not
terminated.

         (d) To the extent that the Bank continues to offer any life, medical,
health, disability or dental insurance plan or arrangement in which Executive
participates in on the last day of his employment (each being a "Welfare Plan"),
after an Event of Termination (as herein defined), Executive and his dependents
shall continue participating in such Welfare Plans, subject to the same premium
contributions on the part of Executive as were required immediately prior to the
Event of Termination until the earlier of (i) his death (ii) his employment by
another employer other than one of which he is the majority owner or (iii) the
end of the remaining term of this Agreement. If the Bank does not offer the
Welfare Plans (or if for any reason Executive's participation in said plans is
prohibited) after the Event of Termination, then the Bank shall provide
Executive with a payment equal to the actuarial value of the provision of such
benefit for the period which runs until the earlier of (i) his death; (ii) his
employment by another employer other than one of which he is the majority owner;
or (iii) the end of the remaining term of this Agreement.

         (e) In the event that Executive is receiving monthly payments pursuant
to Section 4(b) of this Agreement, on an annual basis, thereafter, between the
dates of January 1 and January 31 of each year, Executive shall elect whether
the balance of the amount payable under the Agreement for that year shall be
paid in a lump sum or on a pro rata basis. Such election shall be irrevocable
for the year for which such election is made.


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         (f) Termination of Executive based on "Retirement" shall mean
termination by written notice to the Bank from Executive specifying an exact
retirement date or termination in accordance with any retirement arrangement
established with Executive's written consent with respect to him. Termination of
Executive based on Disability shall mean written notice to the Bank by Executive
specifying an exact date as of which he is unable to perform all of the duties
and responsibilities of his position. Upon termination of Executive upon
Disability, Executive shall be entitled to all benefits under any disability
plan of the Bank or any other plans which Executive is a party or a participant
in accordance with the terms of the plan or arrangement. Executive shall be
entitled to all compensation and benefits provided for in Section 3 of this
Agreement through the date of his termination of employment as specified in the
notice provided by him.

5.       CHANGE IN CONTROL.

         (a) For purposes of this Agreement, a "Change in Control" of the Bank
or Holding Company shall mean an event of a nature that: (i) would be required
to be reported in response to Item 1 of the current report on Form 8-K, as in
effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"); or (ii) results in a
Change in Control of the Bank or the Holding Company within the meaning of the
Home Owners' Loan Act of 1933, as amended, the Federal Deposit Insurance Act and
the Rules and Regulations promulgated by the Office of Thrift Supervision
("OTS") (or its predecessor agency), as in effect on the date hereof (provided,
that in applying the definition of change in control or presumptive change in
control or acting in concert or presumptive acting in concert as set forth under
the rules and regulations of the OTS, ownership by a person or a group,
including a presumptive group, of at least 15% of the voting stock of the Bank
or the Holding Company shall be required, and provided further that ownership of
stock by a tax-qualified employee benefit plan of the Bank or the Holding
Company shall not be subject to presumptions of control or acting in concert);
or (iii) without limitation such a Change in Control shall be deemed to have
occurred at such time as (A) any "person" (as the term is used in Sections 13(d)
and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly, of voting
securities of the Bank or the Holding Company representing 25% or more of the
Bank's or the Holding Company's outstanding voting securities or right to
acquire such securities except for any voting securities of the Bank purchased
by the Holding Company and any voting securities purchased by any employee
benefit plan of the Bank or the Holding Company, or (B) individuals who
constitute the board of directors on the date hereof (the "Incumbent Board")
cease for any reason to constitute at least a majority thereof, provided that
any person becoming a director subsequent to the date hereof whose election was
approved by a vote of at least three-quarters of the directors comprising the
Incumbent Board (or members who were nominated by the Incumbent Board), or whose
nomination for election by the Holding Company's stockholders was approved by
the same Nominating Committee serving under an Incumbent Board (or members who
were nominated by the Incumbent Board), shall be, for purposes of this clause
(B), considered as though he were a member of the Incumbent Board, or (C) a plan
of reorganization, merger, consolidation, sale of all or substantially all the
assets of the Bank or the Holding Company or similar transaction occurs in which
the Bank or Holding Company is not the resulting entity; provided, however, that
such an


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event listed above will be deemed to have occurred or to have been effectuated
upon the receipt of all required regulatory approvals not including the lapse of
any statutory waiting periods.

         (b) If any of the events described in Section 5(a) of this Agreement
constituting a Change in Control have occurred, or the Board has determined that
a Change in Control has occurred, Executive shall be entitled to the benefits
provided in paragraphs (c), (d), (e), (f), and (g) of this Section 5 upon his
termination of employment on or after the date the Change in Control occurs due
to (i) Executive's dismissal at any time during the term of this Agreement, (ii)
Executive's resignation for any reason within the thirty (30) day period
following the date that is one-year from the date the Change in Control occurred
or (iii) Executive's resignation following any demotion, loss of title, office
or significant authority or responsibility, reduction in the annual compensation
or benefits or relocation of Executive's principal place of employment by more
than 25 miles from its location immediately prior to the Change in Control,
unless such termination is because of Executive's Termination for Cause;
provided, however, Executive may consent in writing to any such demotion, loss,
reduction or relocation. The effect of any written consent of the Executive
under this Section 5(b) shall be strictly limited to the terms specified in such
written consent. Under no circumstances can a termination of employment during
the term of this Agreement on or after the date of a Change in Control occurs be
considered a termination on account of retirement or disability for purposes of
determining Executive's rights to the payment of benefits provided in paragraphs
(c), (d), (e), (f), and (g) of this Section 5.

         (c) Upon Executive's entitlement to payment pursuant to Section 5(b) of
this Agreement, the Bank shall pay Executive, or in the event of Executive's
subsequent death, Executive's beneficiary or beneficiaries, or estate, as the
case may be, as severance pay or liquidated damages, or both, a sum equal to
three (3) times the greater of (i) Executive's average annual compensation
(including compensation attributable to the exercise of stock options) for the
five most recently completed taxable years of Executive or (ii) the highest
annual compensation (excluding compensation attributable to the exercise of
stock options) for any of the five most recently completed taxable years of
Executive; provided, however, that any payment under this provision shall not
exceed three (3) times Executive's average annual compensation during the five
(5) previous taxable years. In the event the Bank is not in compliance with its
minimum capital requirements or if such payments would cause the Bank's capital
to be reduced below its minimum regulatory capital requirements, such payments
shall be deferred until such time as the Bank or successor thereto is in capital
compliance. Except as provided for in the preceding sentence, for purposes of
this Section 5(c), annual compensation shall include Base Salary and any other
taxable income paid by the Bank or its Subsidiaries, including but not limited
to amounts related to the granting, vesting or exercise of restricted stock or
stock option awards, commissions, bonuses, severance payments, retirement
benefits, director or committee fees and fringe benefits paid or to be paid to
Executive or paid for Executive's benefit during any such year, as well as
pension, profit sharing, employee stock ownership plan and other retirement
contributions or benefits, including to any tax-qualified or non-tax-qualified
plan or arrangement (whether or not taxable) made or accrued on behalf of
Executive for such year. At the election of Executive, which election is to be
made prior to or within thirty (30) days of the Date of Termination on or
following a Change in Control, such payment may be made in a lump sum (without
discount for early payment) on or immediately


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following the Date of Termination (which may be the date a Change in Control
occurs) or paid in equal monthly installments during the thirty-six (36) months
following Executive's termination. In the event that no election is made,
payment to Executive will be made in a lump sum. Such payments shall not be
reduced in the event Executive obtains other employment following termination of
employment.

         (d) Upon the occurrence of a Change in Control followed by Executive's
termination of employment, Executive will be entitled to receive benefits due
him under or contributed by the Bank on his behalf pursuant to any retirement,
incentive, profit sharing, employee stock ownership, bonus, performance,
disability or other employee benefit plan or other arrangement maintained by the
Bank on Executive's behalf to the extent such benefits are not otherwise paid to
Executive under a separate provision of this Agreement. In addition, for
purposes of determining his vested accrued benefit, Executive shall be credited
either under the defined benefit pension plan maintained by the Bank or, if not
permitted under such plan, under a separate arrangement, with the additional
"years of service" that he would have earned for vesting and benefit accrual
purposes for the remaining term of the Agreement had his employment not
terminated.

         (e) Upon the occurrence of a Change in Control and Executive's
termination of employment pursuant to the provisions of Section 5(b) of this
Agreement in connection therewith, the Bank will cause to be continued any
Welfare Plan Benefit (as described in Section 4(d) of this Agreement)
substantially identical to the benefit coverage maintained by the Bank for
Executive and any of his dependents covered under such plans prior to the Change
in Control. Such coverage shall cease upon the expiration of thirty-six (36)
full calendar months following the Date of Termination. In the event Executive's
or Executive's dependent's participation in any such plan or program is barred,
the Bank shall arrange to provide Executive and his dependents with benefits
coverage substantially similar to those which Executive and his dependents would
otherwise have been entitled to receive under such plans and programs by
operation of this provision or provide their economic equivalent to Executive
and his dependents.

         (f) The use or provision of any membership, license, automobile use, or
other perquisites shall be continued during the remaining term of the Agreement
on the same financial terms and obligations as were in place immediately prior
to the Change in Control. To the extent that any item referred to in this
paragraph will at the end of the term of this Agreement no longer be available
to Executive, Executive will have the option to purchase all rights then held by
the Bank or its Subsidiaries to such item for a price equal to the then fair
market value of the item.

         (g) In the event that Executive is receiving monthly payments pursuant
to Section 5(c) hereof, on an annual basis, thereafter, between the dates of
January 1 and January 31 of each year, Executive shall elect whether the balance
of the amount payable under the Agreement for that year shall be paid in a lump
sum pursuant to such section. Such election shall be irrevocable for the year
for which such election is made.



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6.       CHANGE OF CONTROL RELATED PROVISIONS.

         Notwithstanding the provisions of Section 5 of this Agreement, in no
event shall the aggregate payments or benefits to be made or afforded to
Executive under said paragraphs or otherwise paid or provided by the Bank in
connection with a Change in Control (the "Termination Benefits") constitute an
"excess parachute payment" under Section 280G of the Code or any successor
thereto, and in order to avoid such a result, the Termination Benefits will be
reduced, if necessary, to an amount (the "Non-Triggering Amount"), the value of
which is one dollar ($1.00) less than an amount equal to three (3) times
Executive's "base amount", as determined in accordance with said Section 280G.
The allocation of any reduction required with respect to the Termination
Benefits provided by Section 5 shall be determined by Executive.

7.       TERMINATION FOR CAUSE.

         The term "Termination for Cause" shall mean termination because of
Executive's personal dishonesty, incompetence, willful misconduct, any breach of
fiduciary duty involving personal profit, intentional failure to perform stated
duties, willful violation of any law, rule, regulation (other than traffic
violations or similar offenses), final cease and desist order or material breach
of any provision of this Agreement. In determining incompetence, the acts or
omissions shall be measured against the standards for professional competence
generally prevailing for executive officers having comparable positions in the
savings institution industry. Notwithstanding the foregoing, Executive shall not
be deemed to have been terminated for Cause unless and until there shall have
been delivered to Executive a Notice of Termination which shall include a copy
of a resolution duly adopted by the affirmative vote of not less than
three-fourths of the members of the Board at a meeting of the Board called and
held for that purpose (after reasonable notice to Executive and an opportunity
for Executive, together with counsel, to be heard before the Board and which
such meeting shall be held not more than 30 days from the date of notice during
which period Executive may be suspended with pay), finding that in the good
faith opinion of the Board, Executive was guilty of conduct justifying
Termination for Cause and specifying the particulars thereof in detail.
Executive shall not have the right to receive compensation or other benefits for
any period after Termination for Cause except for compensation and benefits
already vested. Any stock options and related limited rights granted to
Executive under any stock option plan, or any unvested awards granted to
Executive under any restricted stock benefit plan of the Bank or its
Subsidiaries, shall become null and void effective upon Executive's receipt of
Notice of Termination for Cause pursuant to Section 8 hereof, and shall not be
exercisable by or delivered to Executive at any time subsequent to such
Termination for Cause except all benefits shall be deemed to have remained in
effect if Executive is reinstated.

8.       NOTICE.

         (a) Any purported termination by the Bank or by Executive shall be
communicated by Notice of Termination to the other party hereto. For purposes of
this Agreement, a "Notice of Termination" shall mean a written notice which
shall indicate the specific termination provision in this Agreement relied upon
and shall set forth in reasonable detail the facts and circumstances



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claimed to provide a basis for termination of Executive's employment under the
provision so indicated.

         (b) Except as otherwise provided for in this Agreement, "Date of
Termination" shall mean the date specified in the Notice of Termination (which,
in the case of a Termination for Cause, shall not be less than thirty (30) days
from the date such Notice of Termination is given).

         (c) If, within thirty (30) days after any Notice of Termination is
given, the party receiving such Notice of Termination notifies the other party
that a reasonable dispute exists concerning the termination, the Date of
Termination shall be the date on which the dispute is finally determined, either
by mutual written agreement of the parties, by a binding arbitration award, or
by a final judgment, order or decree of a court of competent jurisdiction (the
time for appeal therefrom having expired and no appeal having been perfected)
and provided further that the Date of Termination shall be extended by a notice
of dispute only if such notice is given in good faith and the party giving such
notice pursues the resolution of such dispute with reasonable diligence.
Notwithstanding the pendency of any such dispute, the Bank will continue to pay
Executive's Base Salary and continue to cover Executive under each Welfare
Benefit Plan in which Executive participated at the time of such notice in
effect when the notice giving rise to the dispute was given until the dispute is
finally resolved in accordance with this Agreement. Amounts paid under this
Section 8(c) are in addition to all other amounts due under this Agreement and
shall not be offset against or reduce any other amounts due under this
Agreement.

9.       POST-TERMINATION OBLIGATIONS.

         All payments and benefits to Executive under this Agreement shall be
subject to Executive's compliance with this Section 9 for two (2) full years
after the earlier of the expiration of this Agreement or termination of
Executive's employment with the Bank. Executive shall, upon reasonable notice,
furnish such information and assistance to the Bank with regard to matters as to
which he has personal knowledge and as may reasonably be required by the Bank in
connection with any litigation in which it or any of its subsidiaries or
affiliates is, or may become, a party. The Bank shall reimburse Executive for
all out-of-pocket expenses incurred and at an hourly rate equivalent to the
hourly rate (based on an eight-hour work day) of his Base Salary in effect at
the time of his termination from employment for any time incurred in connection
with services rendered pursuant to this Section 9.

10.      NON-COMPETITION.

         (a) Upon any termination of Executive's employment hereunder pursuant
to Section 4 of this Agreement, Executive agrees not to compete with the Bank
for a period of one (1) year following such termination in any city, town or
county in which the Executive's normal business office is located and the Bank
has an office or has filed an application for regulatory approval to establish
an office, determined as of the effective date of such termination, except as
agreed to pursuant to a resolution duly adopted by the Board. Executive agrees
that during such period and within said cities, towns and counties, Executive
shall not work for or advise, consult or otherwise


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serve with, directly or indirectly, any entity whose business materially
competes with the depository, lending or other business activities of the Bank.
The parties hereto, recognizing that irreparable injury will result to the Bank,
its business and property in the event of Executive's breach of this Subsection
10(a) agree that in the event of any such breach by Executive, the Bank will be
entitled, in addition to any other remedies and damages available, to an
injunction to restrain the violation hereof by Executive, Executive's partners,
agents, servants, employees and all persons acting for or under the direction of
Executive. Executive represents and admits that in the event of the termination
of his employment pursuant to Section 4 hereof, Executive's experience and
capabilities are such that Executive can obtain employment in a business engaged
in other lines and/or of a different nature than the Bank, and that the
enforcement of a remedy by way of injunction will not prevent Executive from
earning a livelihood. Nothing herein will be construed as prohibiting the Bank
from pursuing any other remedies available to the Bank for such breach or
threatened breach, including the recovery of damages from Executive.

         (b) Executive recognizes and acknowledges that the knowledge of the
business activities and plans for business activities of the Bank and its
affiliates as it may exist from time to time, is a valuable, special and unique
asset of the business of the Bank. Executive will not, during or after the term
of Executive's employment, disclose any knowledge of the past, present, planned
or considered business activities of the Bank and its affiliates thereof to any
person, firm, corporation, or other entity for any reason or purpose whatsoever
unless expressly authorized by the Board of Directors or required by law.
Notwithstanding the foregoing, Executive may disclose any knowledge of banking,
financial and/or economic principles, concepts or ideas which are not solely and
exclusively derived from the business plans and activities of the Bank. In the
event of a breach or threatened breach by the Executive of the provisions of
this Section 10, the Bank will be entitled to an injunction restraining
Executive from disclosing, in whole or in part, the knowledge of the past,
present, planned or considered business activities of the Bank or its affiliates
or from rendering any services to any person, firm, corporation, other entity to
whom such knowledge, in whole or in part, has been disclosed or is threatened to
be disclosed. Nothing herein will be construed as prohibiting the Bank from
pursuing any other remedies available to the Bank for such breach or threatened
breach, including the recovery of damages from Executive.

11.      SOURCE OF PAYMENTS.

         (a) All payments provided in this Agreement shall be timely paid in
cash, check or other mutually agreed upon method from the general funds of the
Bank subject to Section 11(b) of this Agreement. The Holding Company, however,
unconditionally guarantees payment and provision of all amounts and benefits due
hereunder to Executive and, if such amounts and benefits due from the Bank are
not timely paid or provided by the Bank, such amounts and benefits shall be paid
or provided by the Holding Company.

         (b) Notwithstanding any provision herein to the contrary, to the extent
that payments and benefits, as provided by this Agreement, are paid to or
received by Executive under the Employment Agreement in effect between Executive
and the Holding Company, such payments and benefits paid by the Bank will be
subtracted from any amount due simultaneously to Executive under similar


                                       10
<PAGE>   11
provisions of this Agreement. Payments pursuant to this Agreement and the
Holding Company Agreement shall be allocated in proportion to the level of
activity and the time expended on such activities by Executive as determined by
the Holding Company and the Bank on a quarterly basis; provided, however, that
except for the reduction provided by the first sentence of this Section 11(b),
the Bank will be obligated to pay 100% of the amounts due Executive hereunder.

12.      EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFITS PLANS.

         This Agreement contains the entire understanding between the parties
hereto and supersedes any prior employment agreement between the Bank or any
predecessor of the Bank and Executive, except that this Agreement shall not
affect or operate to reduce any benefit or compensation inuring to the Executive
of a kind elsewhere provided. No provision of this Agreement shall be
interpreted to mean that Executive is subject to receiving fewer benefits than
those available to him without reference to this Agreement.

13.      NO ATTACHMENT.

         (a) Except as required by law, no right to receive payments under this
Agreement shall be subject to anticipation, commutation, alienation, sale,
assignment, encumbrance, charge, pledge, or hypothecation, or to execution,
attachment, levy, or similar process or assignment by operation of law, and any
attempt, voluntary or involuntary, to affect any such action shall be null,
void, and of no effect.

         (b) This Agreement shall be binding upon, and inure to the benefit of,
Executive and the Bank and their respective successors and assigns.

14.      MODIFICATION AND WAIVER.

         (a) This Agreement may not be modified or amended except by an
instrument in writing signed by the parties hereto.

         (b) No term or condition of this Agreement shall be deemed to have been
waived, nor shall there be any estoppel against the enforcement of any provision
of this Agreement, except by written instrument of the party charged with such
waiver or estoppel. No such written waiver shall be deemed a continuing waiver
unless specifically stated therein, and each such waiver shall operate only as
to the specific term or condition waived and shall not constitute a waiver of
such term or condition for the future as to any act other than that specifically
waived.

15.      REQUIRED PROVISIONS.

         (a) The Bank may terminate Executive's employment at any time, but any
termination by the Bank, other than Termination for Cause, shall not prejudice
Executive's right to compensation or other benefits under this Agreement.
Executive shall not have the right to receive compensation or other benefits for
any period after Termination for Cause as defined in Section 7 hereinabove.


                                       11
<PAGE>   12
         (b) If Executive is suspended from office and/or temporarily prohibited
from participating in the conduct of the Bank's affairs by a notice served under
Section 8(e)(3) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C.
Section1818(e)(3) or (g)(1); the Bank 's obligations under this contract shall
be suspended as of the date of service, unless stayed by appropriate
proceedings. If the charges in the notice are dismissed, the Bank may in its
discretion: (i) pay Executive all or part of the compensation withheld while
their contract obligations were suspended; and (ii) reinstate (in whole or in
part) any of the obligations which were suspended.

         (c) If Executive is removed and/or permanently prohibited from
participating in the conduct of the Bank's affairs by an order issued under
Section 8(e)(4) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C.
Section1818(e)(4) or (g)(1), all obligations of the Bank under this contract
shall terminate as of the effective date of the order, but vested rights of the
contracting parties shall not be affected.

         (d) If the Bank is in default as defined in Section 3(x)(1) of the
Federal Deposit Insurance Act, 12 U.S.C. Section1813(x)(1) all obligations of
the Bank under this contract shall terminate as of the date of default, but this
paragraph shall not affect any vested rights of the contracting parties.

         (e) All obligations of the Bank under this contract shall be
terminated, except to the extent determined that continuation of the contract is
necessary for the continued operation of the institution: (i) by the Director of
the OTS (or his designee), the FDIC or the Resolution Trust Corporation, at the
time the FDIC enters into an agreement to provide assistance to or on behalf of
the Bank under the authority contained in Section 13(c) of the Federal Deposit
Insurance Act, 12 U.S.C. Section1823(c); or (ii) by the Director of the OTS (or
his designee) at the time the Director (or his designee) approves a supervisory
merger to resolve problems related to the operations of the Bank or when the
Bank is determined by the Director to be in an unsafe or unsound condition. Any
rights of the parties that have already vested, however, shall not be affected
by such action.

         (f) Any payments made to Executive pursuant to this Agreement, or
otherwise, are subject to and conditioned upon compliance with 12 U.S.C.
Section1828(k) and 12 C.F.R. Section545.121 and any rules and regulations
promulgated thereunder.

16.      SEVERABILITY.

         If, for any reason, any provision of this Agreement, or any part of any
provision, is held invalid, such invalidity shall not affect any other provision
of this Agreement or any part of such provision not held so invalid, and each
such other provision and part thereof shall to the full extent consistent with
law continue in full force and effect.



                                       12
<PAGE>   13
17.      HEADINGS FOR REFERENCE ONLY.

         The headings of sections and paragraphs herein are included solely for
convenience of reference and shall not control the meaning or interpretation of
any of the provisions of this Agreement.

18.      GOVERNING LAW.

         This Agreement shall be governed by the laws of the State of Delaware,
unless otherwise specified herein.

19.      ARBITRATION.

         Any dispute or controversy arising under or in connection with this
Agreement shall be settled exclusively by arbitration, conducted before a panel
of three arbitrators sitting in a location selected by Executive within fifty
(50) miles from the location of the Bank, in accordance with the rules of the
American Arbitration Association then in effect. Judgment may be entered on the
arbitrator's award in any court having jurisdiction; provided, however, that
Executive shall be entitled to seek specific performance of Executive's right to
be paid until the Date of Termination during the pendency of any dispute or
controversy arising under or in connection with this Agreement.

         In the event any dispute or controversy arising under or in connection
with Executive's termination is resolved in favor of Executive, whether by
judgment, arbitration or settlement, Executive shall be entitled to the payment
of all back-pay, including salary, bonuses and any other cash compensation,
fringe benefits and any compensation and benefits due Executive under this
Agreement.

20.      PAYMENT OF LEGAL FEES.

         All reasonable legal fees paid or incurred by Executive pursuant to any
dispute or question of interpretation relating to this Agreement shall be paid
or reimbursed by the Bank, if Executive is successful pursuant to a legal
judgment, arbitration or settlement.

21.      INDEMNIFICATION.

         The Bank shall provide Executive (including Executive's heirs,
executors and administrators) with coverage under a standard directors' and
officers' liability insurance policy at its expense and shall indemnify
Executive (and Executive's heirs, executors and administrators) to the fullest
extent permitted under Delaware law against all expenses and liabilities
reasonably incurred by Executive in connection with or arising out of any
action, suit or proceeding in which Executive may be involved by reason of
Executive having been a director or officer of the Bank or its Subsidiaries
(whether or not Executive continues to be a director or officer at the time of
incurring such expenses


                                       13
<PAGE>   14
or liabilities), such expenses and liabilities to include, but not be limited
to, judgments, court costs and attorneys' fees and the cost of reasonable
settlements.

22.      SUCCESSOR TO THE BANK.

         The Bank shall require any successor or assignee, whether direct or
indirect, by purchase, merger, consolidation or otherwise, to all or
substantially all the business or assets of the Bank, expressly and
unconditionally, to assume and agree to perform the Bank's obligations under
this Agreement, in the same manner and to the same extent that the Bank would be
required to perform if no such succession or assignment had taken place.


                                       14
<PAGE>   15
                                   SIGNATURES


         IN WITNESS WHEREOF, Boston Federal Savings Bank and BostonFed Bancorp,
Inc. have caused this Agreement, as amended and restated to be executed and
their seals to be affixed hereunto by their duly authorized officers and
Executive has signed this Agreement, as amended and restated on March 28, 2000.


ATTEST:                              BOSTON FEDERAL SAVINGS BANK



                                     By: /s/ Richard J. Dennis, Sr.
--------------------------               --------------------------------------
Secretary                                    For the Entire Board of Directors

                  [SEAL]


WITNESS:



                                     By: /s/ David F. Holland
--------------------------               --------------------------------------
Executive


ATTEST:                              BOSTONFED BANCORP, INC.

                                     (Guarantor)



                                     By: /s/ Richard J. Dennis, Sr.
--------------------------               --------------------------------------
Secretary                                    For the Entire Board of Directors

                  [SEAL]

WITNESS:                             EXECUTIVE


                                     /s/ David F. Holland
--------------------------           ------------------------------------------
                                         David F. Holland


                                       15
<PAGE>   16
                             BOSTONFED BANCORP, INC.
                              EMPLOYMENT AGREEMENT

         This AGREEMENT ("Agreement"), originally entered into on October 24,
1995, is amended and restated, effective as of December 31, 1999, by and between
BostonFed Bancorp, Inc. (the "Holding Company"), a corporation organized under
the laws of Delaware, with its principal administrative offices at 17 New
England Executive Park, Burlington, MA 01803, and David F. Holland
("Executive"). Any reference to the "Institution" in this Agreement shall mean
Boston Federal Savings Bank or any successor to Boston Federal Savings Bank.

         WHEREAS, the Holding Company wishes to continue to assure itself of the
services of Executive for the period provided in this Agreement; and

         WHEREAS, Executive is willing to continue to serve in the employ of the
Holding Company and its subsidiaries on a full-time basis for the term of this
Agreement.

         NOW, THEREFORE, in consideration of the mutual covenants herein
contained, and upon the other terms and conditions hereinafter provided, the
parties hereby agree as follows:

1.       POSITION AND RESPONSIBILITIES.

         During the period of Executive's employment hereunder, Executive agrees
to serve as President and Chief Executive Officer of the Holding Company.
Executive shall render administrative and management services to the Holding
Company such as are customarily performed by persons in a similar executive
capacity. During the term of this Agreement, Executive also agrees to serve as a
director and officer of the Institution, as well as a director of the Holding
Company.

2.       TERMS.

         (a) The period of Executive's employment under this Agreement shall be
deemed to have commenced as of the date first written above and shall continue
for a period of thirty-six (36) full calendar months from the effective date of
this Agreement, as amended and restated. Commencing on the date of execution of
this Agreement, the term of this Agreement shall be extended for one day each
day, so that a constant thirty-six (36) calendar month term shall remain in
effect, until such time as the Board of Directors of the Holding Company (the
"Board") or Executive elects not to extend the term of the Agreement by giving
written notice to the other party in accordance with Section 8 of this
Agreement, in which case the term of this Agreement shall be fixed and shall end
on the third anniversary of the date of such written notice.

         (b) During the period of Executive's employment hereunder, except for
periods of absence occasioned by illness, reasonable vacation periods, and other
reasonable leaves of absence, Executive shall devote substantially all of his
business time, attention, skill, and efforts to the faithful performance of his
duties hereunder, including activities and services related to the organization,
<PAGE>   17
operation and management of the Holding Company and its direct or indirect
subsidiaries ("Subsidiaries") and participation in industry, community and civic
organizations; provided, however, that, with the approval of the Board, as
evidenced by a resolution of the Board, from time to time, Executive may serve,
or continue to serve, on the boards of directors of, and hold any other offices
or positions in, companies or organizations, which, in the Board's judgment,
will not present any conflict of interest with the Holding Company or its
Subsidiaries, or materially affect the performance of Executive's duties
pursuant to this Agreement.

         (c) Notwithstanding anything herein contained to the contrary, either
Executive or the Holding Company may terminate Executive's employment with the
Holding Company at any time during the term of this Agreement, subject to the
terms and conditions of this Agreement.

3.       COMPENSATION AND REIMBURSEMENT.

         (a) The compensation specified under this Agreement shall constitute
consideration paid by the Holding Company in exchange for the duties described
in Section 1 of this Agreement. The Holding Company shall pay Executive, as
compensation, a salary of not less than $360,000 ("Base Salary"). Base Salary
shall include any amounts of compensation deferred by Executive under any
tax-qualified retirement or welfare benefit plan or any other deferred
compensation arrangement maintained by the Holding Company or its Subsidiaries.
Base Salary shall be payable in accordance with the normal payroll practices of
the Holding Company. During the period of this Agreement, Executive's Base
Salary shall be reviewed at least annually; on or about the 15th day of December
each year. Such review shall be conducted by the Board or by a committee of the
Board delegated such responsibility by the Board. The committee or the Board may
increase Executive's Base Salary at any time. Any increase in Base Salary shall
thereafter become the new "Base Salary" for purposes of this Agreement.

         (b) Executive shall be entitled to participate in any employee benefit
plans, arrangements and perquisites substantially equivalent to those in which
Executive was participating or otherwise deriving benefit from immediately prior
to the beginning of the term of this Agreement, as amended and restated, and the
Holding Company and its Subsidiaries will not, without Executive's prior written
consent, make any changes in such plans, arrangements or perquisites (or any
plans, arrangements or perquisites with respect to which Executive begins to
participate at any time during the term of this Agreement, as amended and
restated) which would adversely affect Executive's rights or benefits
thereunder, without separately providing for an arrangement that ensures
Executive receives or will receive the economic value that Executive would
otherwise lose as a result of such adverse affect, unless such change is general
in nature and applies in a nondiscriminatory manner to all employees covered by
the plan, arrangement or perquisite. Without limiting the generality of the
foregoing provisions of this Subsection (b), Executive shall be entitled to
participate in and receive benefits under any employee benefit plans including,
but not limited to, retirement plans (such as pension, profit sharing and
employee stock ownership plans), supplemental retirement plans, incentive plans,
health and welfare plans and any other employee benefit plan or arrangement made
available by the Holding Company or its Subsidiaries now or in the future to
full-time employees of the Holding Company and/or senior executives and key
management employees of


                                       2
<PAGE>   18
the Holding Company or its Subsidiaries, subject to and on a basis consistent
with the terms, conditions and overall administration of such plans and
arrangements. Nothing paid to Executive under any such plans or arrangements
will be deemed to be in lieu of other compensation and benefits to which
Executive is entitled under this Agreement.

         (c) The Holding Company shall pay or reimburse Executive for all
reasonable expenses incurred by Executive in performing his obligations under
this Agreement.

4.       PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION.

         (a) Upon the occurrence of an Event of Termination (as herein defined)
during Executive's term of employment under this Agreement, the provisions of
this Section 4 shall apply. As used in this Agreement, an "Event of Termination"
shall mean and include any one or more of the following: (i) the termination by
the Holding Company of Executive's full-time employment hereunder for any reason
other than termination governed by Section 5(a) of this Agreement, or
Termination for Cause, as defined in Section 7 of this Agreement, or Retirement
or Disability, as defined in paragraph (f) of this Section 4 or; (ii)
Executive's resignation from the Holding Company's employ, upon, any (A) notice
to Executive by the Holding Company of non-renewal of the term of this
Agreement, (B) failure to re-elect or re-appoint Executive as President and
Chief Executive Officer of the Holding Company or a failure to nominate or
re-elect Executive to the Board of Directors of the Holding Company or of the
Institution, unless consented to by the Executive, (C) material change in
Executive's function, duties, or responsibilities with the Holding Company or
its Subsidiaries, which change would cause Executive's position to become one of
lesser responsibility, importance, or scope from the position and attributes
thereof described in Section 1 of this Agreement (and any such material change
shall be deemed as continuing breach of this Agreement), unless consented to by
Executive, (D) relocation of Executive's principal place of employment by more
than 25 miles from its location at the effective date of this Agreement, unless
consented to by Executive, (E) material reduction in the benefits, arrangements
or perquisites to Executive which is not general in nature and applicable on a
nondiscriminatory basis to all employees covered by such benefits, arrangements,
or perquisites or, pursuant to Section 3(b) of this Agreement, to which
Executive does not consent or for which Executive is not or will not be provided
the economic benefit, (F) liquidation or dissolution of the Holding Company or
the Institution, or (G) breach of this Agreement by the Holding Company. Upon
the occurrence of any event described in clauses (A), (B), (C), (D), (E), (F) or
(G), above, Executive shall have the right to elect to terminate employment
under this Agreement by resignation upon not less than sixty (60) days prior
written notice given within six full calendar months after the event giving rise
to said right to elect.

         (b) Upon the occurrence of an Event of Termination, on the Date of
Termination, as defined in Section 8 of this Agreement, the Holding Company
shall be obligated to pay Executive, or, in the event of Executive's subsequent
death, his beneficiary or beneficiaries, or his estate, as the case may be, the
amount of the remaining payments and benefits that Executive would have earned
if he had continued his employment with the Holding Company during the remaining
unexpired term of this Agreement, based on Executive's Base Salary and the
benefits provided to Executive as of the date of the Event of Termination, as
set forth in Sections 3(a) and (b) of this Agreement, as the



                                       3
<PAGE>   19
case may be, and the amount still due Executive under any paragraph of Section 3
for service rendered through the Date of Termination. Except as provided for in
paragraphs (c) and (d) of Section 4, the determination of Executive's benefits
as of the date of the Event of Termination shall be made based on (i) the value
of the allocation attributable to employer contributions for the most recent
plan year under any defined contribution type plan; (ii) the percentage of
salary of any incentive or bonus payment for the most recently-completed fiscal
year; and (iii) the employer- provided cost of any other benefit for the most
recently-completed fiscal year. At the election of Executive, which election is
to be made within thirty (30) days of the Date of Termination, such payments
shall be made in a lump sum (without discount for early payment) or paid monthly
during the remaining term of the agreement following Executive's termination. In
the event that no election is made, payment to Executive will be made in a lump
sum. Such payments shall not be reduced in the event Executive obtains other
employment following termination of employment. Notwithstanding anything to the
contrary elsewhere in this Agreement, to the extent Executive is entitled to
continued coverage or benefit accrual under any retirement or welfare benefit
plan during the remaining unexpired term of this Agreement, as amended and
restated, the amount payable under this Section 4(b) should be adjusted to the
extent necessary to avoid any duplication of such benefits.

         (c) Upon the occurrence of an Event of Termination, Executive will be
entitled to receive benefits due him under or contributed by the Holding Company
or its Subsidiaries on his behalf pursuant to any retirement, incentive, profit
sharing, employee stock ownership, bonus, performance, disability or other
employee benefit plan or arrangement maintained by the Holding Company or its
Subsidiaries to the extent such benefits are not otherwise paid to Executive
under a separate provision of this Agreement. In addition, for purposes of
determining his vested accrued benefit, Executive shall be credited either under
any defined benefit pension plan maintained by the Institution or, if not
permitted under such plan, under a separate arrangement, with the additional
"years of service" that he would have earned for vesting and benefit accrual
purposes for the remaining term of the Agreement had his employment not
terminated.

         (d) To the extent that the Holding Company or its Subsidiaries continue
to offer any life, medical, health, disability or dental insurance plan or
arrangement in which Executive participates in on the last day of his employment
(each being a "Welfare Plan"), after an Event of Termination (as herein
defined), Executive and his dependents shall continue participating in such
Welfare Plans, subject to the same premium contributions on the part of
Executive as were required immediately prior to the Event of Termination until
the earlier of (i) his death (ii) his employment by another employer other than
one of which he is the majority owner or (iii) the end of the remaining term of
this Agreement. If the Holding Company or its Subsidiaries does not offer the
Welfare Plans (or if for any reason Executive's participation in said plans is
prohibited) after the Event of Termination, then the Holding Company shall
provide Executive with a payment equal to the actuarial value of the provision
of such benefit for the period which runs until the earlier of (i) his death;
(ii) his employment by another employer other than one of which he is the
majority owner; or (iii) the end of the remaining term of this Agreement.

         (e) In the event that Executive is receiving monthly payments pursuant
to Section 4(b) of this Agreement, on an annual basis, thereafter, between the
dates of January 1 and January 31 of


                                       4
<PAGE>   20
each year, Executive shall elect whether the balance of the amount payable under
the Agreement for that year shall be paid in a lump sum or on a pro rata basis.
Such election shall be irrevocable for the year for which such election is made.

         (f) Termination of Executive based on "Retirement" shall mean
termination by written notice to the Holding Company or its Subsidiaries from
Executive specifying an exact retirement date or termination in accordance with
any retirement arrangement established with Executive's written consent with
respect to him. Termination of Executive based on Disability shall mean written
notice to the Holding Company or its Subsidiaries by Executive specifying an
exact date as of which he is unable to perform all of the duties and
responsibilities of his position. Upon termination of Executive upon Disability,
Executive shall be entitled to all benefits under any disability plan of the
Holding Company or its Subsidiaries or any other plans which Executive is a
party or a participant in accordance with the terms of the plan or arrangement.
Executive shall be entitled to all compensation and benefits provided for in
Section 3 of this Agreement through the date of his termination of employment as
specified in the notice provided by him.

5.       CHANGE IN CONTROL.

         (a) For purposes of this Agreement, a "Change in Control" of the
Holding Company or the Institution shall mean an event of a nature that; (i)
would be required to be reported in response to Item 1(a) of the current report
on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 (the "Exchange Act"); or (ii) results in a
Change in Control of the Institution or the Holding Company within the meaning
of the Home Owners' Loan Act of 1933, as amended, the Federal Deposit Insurance
Act, and the Rules and Regulations promulgated by the Office of Thrift
Supervision (or its predecessor agency), as in effect on the date hereof
(provided, that in applying the definition of change in control as set forth
under the rules and regulations of the OTS, the Board shall substitute its
judgment for that of the OTS); or (iii) without limitation such a Change in
Control shall be deemed to have occurred at such time as (A) any "person" (as
the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes
the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of voting securities of the Institution or the Holding
Company representing 20% or more of the Institution's or the Holding Company's
outstanding voting securities or right to acquire such securities except for any
voting securities of the Institution purchased by the Holding Company and any
voting securities purchased by any employee benefit plan of the Holding Company
or its Subsidiaries; or (B) individuals who constitute the board of directors on
the date hereof (the "Incumbent Board") cease for any reason to constitute at
least a majority thereof, provided that any person becoming a director
subsequent to the date hereof whose election was approved by a vote of at least
three-quarters of the directors comprising the Incumbent Board (or members who
were nominated by the Incumbent Board), or whose nomination for election by the
Company's stockholders was approved by a Nominating Committee solely composed of
members which are Incumbent Board members (or members who were nominated by the
Incumbent Board), shall be, for purposes of this clause (B), considered as
though he were a member of the Incumbent Board; or (C) a plan of reorganization,
merger, consolidation, sale of all or substantially all the assets of the
Institution or the Holding Company or similar transaction occurs or is
effectuated in which the


                                       5
<PAGE>   21
Institution or Holding Company is not the resulting entity; provided, however,
that such an event listed above will be deemed to have occurred or to have been
effectuated upon the receipt of all required federal regulatory approvals not
including the lapse of any statutory waiting periods; or (D) a proxy statement
has been distributed soliciting proxies from stockholders of the Holding
Company, by someone other than the current management of the Holding Company,
seeking stockholder approval of a plan of reorganization, merger or
consolidation of the Holding Company or Institution with one or more
corporations as a result of which the outstanding shares of the class of
securities then subject to such plan or transaction are exchanged for or
converted into cash or property or securities not issued by the Institution or
the Holding Company shall be distributed; or (E) a tender offer is made for 20%
or more of the voting securities of the Institution or Holding Company then
outstanding.

         (b) If any of the events described in Section 5(a) of this Agreement
constituting a Change in Control have occurred, or the Board has determined that
a Change in Control has occurred, Executive shall be entitled to the benefits
provided in paragraphs (c), (d), (e), (f), and (g) of this Section 5 upon his
termination of employment on or after the date the Change in Control occurs due
to (i) Executive's dismissal at any time during the term of this Agreement, (ii)
Executive's resignation for any reason within the thirty (30) day period
following the date that is one-year from the date the Change in Control occurred
or (iii) Executive's resignation following any demotion, loss of title, office
or significant authority or responsibility, reduction in the annual compensation
or benefits or relocation of Executive's principal place of employment by more
than 25 miles from its location immediately prior to the Change in Control,
unless such termination is because of Executive's Termination for Cause;
provided, however, Executive may consent in writing to any such demotion, loss,
reduction or relocation. The effect of any written consent of the Executive
under this Section 5(b) shall be strictly limited to the terms specified in such
written consent. Under no circumstances can a termination of employment during
the term of this Agreement on or after the date of a Change in Control occurs be
considered a termination on account of retirement or disability for purposes of
determining Executive's rights to the payment of benefits provided in paragraphs
(c), (d), (e), (f), and (g) of this Section 5.

         (c) Upon Executive's entitlement to payment pursuant to Section 5(b) of
this Agreement, the Holding Company shall pay Executive, or in the event of
Executive's subsequent death, Executive's beneficiary or beneficiaries, or
estate, as the case may be, as severance pay or liquidated damages, or both, a
sum equal to the greater of: (1) the payments that would have been due pursuant
to Section 3 of this Agreement for the remaining term of the Agreement; or (2)
three (3) times the greater of (i) Executive's average annual compensation
(including compensation attributable to the exercise of stock options) for the
five most recently completed taxable years of Executive or (ii) the highest
annual compensation (excluding compensation attributable to the exercise of
stock options) for any of the five most recently completed taxable years of
Executive. Except as provided for in the preceding sentence, for purposes of
this Section 5(c), annual compensation shall include Base Salary and any other
taxable income paid by the Holding Company or its Subsidiaries, including but
not limited to amounts related to the granting, vesting or exercise of
restricted stock or stock option awards, commissions, bonuses, severance
payments, retirement benefits, director or committee fees and fringe benefits
paid or to be paid to Executive or paid for Executive's benefit during any such


                                       6
<PAGE>   22
year, as well as pension, profit sharing, employee stock ownership plan and
other retirement contributions or benefits, including to any tax-qualified or
non-tax-qualified plan or arrangement (whether or not taxable) made or accrued
on behalf of Executive for such year. At the election of Executive, which
election is to be made prior to or within thirty (30) days of the Date of
Termination on or following a Change in Control, such payment may be made in a
lump sum (without discount for early payment) on or immediately following the
Date of Termination (which may be the date a Change in Control occurs) or paid
in equal monthly installments during the thirty-six (36) months following
Executive's termination. In the event that no election is made, payment to
Executive will be made in a lump sum. Such payments shall not be reduced in the
event Executive obtains other employment following termination of employment.

         (d) Upon the occurrence of a Change in Control followed by Executive's
termination of employment, Executive will be entitled to receive benefits due
him under or contributed by the Holding Company or its Subsidiaries on his
behalf pursuant to any retirement, incentive, profit sharing, employee stock
ownership, bonus, performance, disability or other employee benefit plan or
other arrangement maintained by the Institution or the Holding Company on
Executive's behalf to the extent such benefits are not otherwise paid to
Executive under a separate provision of this Agreement. In addition, for
purposes of determining his vested accrued benefit, Executive shall be credited
either under any defined benefit pension plan maintained by the Institution or,
if not permitted under such plan, under a separate arrangement, with the
additional "years of service" that he would have earned for vesting and benefit
accrual purposes for the remaining term of the Agreement had his employment not
terminated.

         (e) Upon the occurrence of a Change in Control and Executive's
termination of employment pursuant to the provisions of Section 5(b) of this
Agreement in connection therewith, the Holding Company will cause to be
continued any welfare Plan benefit (as described in Section 4(d) of this
Agreement) substantially identical to the benefit coverage maintained by the
Holding Company or its Subsidiaries for Executive and any of his dependents
covered under such plans prior to the Change in Control. Such coverage shall
cease upon the expiration of thirty-six (36) full calendar months following the
Date of Termination. In the event Executive's or Executive's dependent's
participation in any such plan or program is barred, the Holding Company shall
arrange to provide Executive and his dependents with benefits coverage
substantially similar to those which Executive and his dependents would
otherwise have been entitled to receive under such plans and programs by
operation of this provision or provide their economic equivalent to executive
and his dependents.

         (f) The use or provision of any membership, license, automobile use, or
other perquisites shall be continued during the remaining term of the Agreement
on the same financial terms and obligations as were in place immediately prior
to the Change in Control. To the extent that any item referred to in this
paragraph will at the end of the term of this Agreement no longer be available
to Executive, Executive will have the option to purchase all rights then held by
the Holding Company or its Subsidiaries to such item for a price equal to the
then fair market value of the item.



                                       7
<PAGE>   23
         (g) In the event that Executive is receiving monthly payments pursuant
to Section 5(c) hereof, on an annual basis, thereafter, between the dates of
January 1 and January 31 of each year, Executive shall elect whether the balance
of the amount payable under the Agreement for that year shall be paid in a lump
sum pursuant to such section. Such election shall be irrevocable for the year
for which such election is made.

6.       CHANGE OF CONTROL RELATED PROVISIONS.

         (a) Notwithstanding the preceding provisions of Section 5 of this
Agreement, for any taxable year in which Executive shall be liable for the
payment of an excise tax under Section 4999 of the Internal Revenue Code (or any
successor provision thereto), with respect to any payment in the nature of the
compensation made by the Holding Company or its Subsidiaries to (or for the
benefit of) Executive pursuant to this Agreement or otherwise, the Holding
Company (or any successor thereto) shall pay to Executive an amount determined
under the following formula:


         An amount equal to:  (E x P) + X

WHERE:

         X  =                      E x P
                  --------------------------------------------------------------
                  1 - [(FI x (1 - SLI)) + SLI + E + M]
and

         E        =        the rate at which the excise tax is assessed under
                           Section 4999 of the Code;

         P        =        the amount with respect to which such excise tax is
                           assessed, determined without regard to this Section
                           6;

         FI       =        the highest marginal rate of federal income,
                           employment, and other taxes (other than taxes imposed
                           under Section 4999 of the Code) applicable to
                           Executive for the taxable year in question with
                           respect to such payment (including any effective
                           increase in Executive's tax rate attributable to the
                           resultant disallowance of any deduction or the
                           phase-out of any personal exemption or similar
                           items);

         SLI      =        the sum of the highest marginal rates of income and
                           payroll tax applicable to Executive under applicable
                           state and local laws for the taxable year in question
                           (including any effective increase in Executive's tax
                           rate attributable to the resultant disallowance of
                           any deduction or the phase-out of any personal
                           exemption or similar items);

         M        =        highest marginal rate of Medicare tax; and




                                       8
<PAGE>   24
With respect to any payment in the nature of compensation that is made to (or
for the benefit of) Executive under the terms of this Section 6 or otherwise and
on which an excise tax under Section 4999 of the Code may or will be assessed,
the payment determined under this Section 6 shall be made to Executive on the
earliest of (i) the date the Holding Company is required to withhold such tax,
(ii) the date the tax is required to be paid by Executive, or (iii) at the time
of termination resulting from the Change in Control. It is the intention of the
parties that the Holding Company provide Executive with a full tax gross-up
under the provisions of this Section 6, so that on a net after-tax basis, the
result to Executive shall be the same as if the excise tax under Section 4999
(or any successor provisions) of the Code had not been imposed. The tax gross-up
may be adjusted, as appropriate, if alternative minimum tax rules are applicable
to Executive.

         (b) Notwithstanding the foregoing, if its is (i) initially determined
by the Holding Company's tax advisors that no excise tax under Section 4999 of
the Code is due with respect to any payment or benefit described in the first
paragraph of Section 6(a) and thereafter it is determined in a final judicial
determination or administrative settlement that the Section 4999 excise tax is
due with respect to such payments or benefits or subsequently determined in a
final judicial determination or a final administrative settlement to which
Executive is a party that the excise tax under Section 4999 of the Code is due
or that the excess parachute payment as defined in Section 4999 of the Code is
more than the amount determined as "P", above (such revised determination under
(i) or (ii) above thereafter being referred to as the "Determinative Excess
Parachute Payment"), then the tax advisors of the Holding Company (or any
successor thereto) shall determine the amount (the "Adjustment Amount"), the
Holding Company (or any successor thereto) must pay to Executive, in order to
put Executive in the same position as Executive would have been if the amount
determined as "P" above had been equal to the Determinative Excess Parachute
Payment. In determining the Adjustment Amount, the tax advisors shall take into
account any and all taxes (including any penalties and interest) paid or payable
by Executive in connection with such final judicial determination or final
administrative settlement As soon as practicable after the Adjustment Amount has
been so determined, the Holding Company shall pay the Adjustment Amount to
Executive.

         (c) The Holding Company (or its successor) shall indemnify and hold
Executive harmless from any and all losses, costs and expenses (including
without limitation, reasonable attorney's fees, reasonable accountant's fees,
interest, fines and penalties of any kind) which Executive incurs as a result of
any administrative or judicial review of Executive's liability under Section
4999 of the Code by the Internal Revenue Service or any comparable state agency
through and including a final judicial determination or final administrative
settlement of any dispute arising out of Executive's liability for the Section
4999 excise tax or otherwise relating to the classification for purposes of
Section 280G of the Code of any payment or benefit in the nature of compensation
made or provided to Executive by the Holding Company or any successor thereto.
Executive shall promptly notify the Holding Company in writing whenever
Executive receives notice of the commencement of any judicial or administrative
proceeding, formal or informal, in which the federal tax treatment under Section
4999 of the Code of any amount paid or payable under this Supplemental Agreement
is being reviewed or is in dispute (including a notice of audit or other inquiry
concerning the reporting of Executive's liability under Section 4999). The
Holding Company (or its successor) may assume


                                       9
<PAGE>   25
control at its expense over all legal and accounting matters pertaining to such
federal or state tax treatment (except to the extent necessary or appropriate
for Executive to resolve any such proceeding with respect to any matter
unrelated to amounts paid or payable pursuant to this contract) and Executive
shall cooperate fully with the Holding Company in any such proceeding. Executive
shall not enter into any compromise or settlement or otherwise prejudice any
rights the Holding Company (or its successor) may have in connection therewith
without prior consent to the Holding Company (or its successor). In the event
that the Holding Company (or any successor thereto) elects not to assume control
over such matters, the Holding Company (or any successor thereto) shall promptly
reimburse Executive for all expenses related thereto as and when incurred upon
presentation of appropriate documentation relating thereto.

         (d) The preceding provisions of this Section 6 shall apply only in the
event Executive's "parachute payments" (as such term is used for purposes of
Section 280G of the Code) exceed the amount equal to three times Executive's
"base amount" (as such term is used for purposes of Section 280G of the Code) by
more than five percent. If the preceding provisions of this Section 6 shall not
apply by operation of the preceding sentence and if

                  (i)      the aggregate payments or benefits to be made or
                           afforded to Executive, which are deemed to be
                           parachute payments (the "Termination Benefits") would
                           be deemed to include an "excess parachute payment"
                           under Section 280G of the Code; and

                  (ii)     if such Termination Benefits were reduced to an
                           amount (the "Non-Triggering Amount"), the value of
                           which is one dollar ($1.00) less than an amount equal
                           to three (3) times Executive's "base amount," as
                           determined in accordance with said Section 280G of
                           the Code and the Non-Triggering Amount less the
                           product of the marginal rate of any applicable state
                           and federal income tax (P, FI, SLI, and M, as defined
                           in paragraph (a) of this Section 6) and the
                           Non-Triggering Amount would be greater than the
                           aggregate value of the Termination Benefits (without
                           such reduction) minus (i) the amount of tax required
                           to be paid by the Executive thereon by Section 4999
                           of the Code and further minus (ii) the product of the
                           Termination Benefits and the marginal rate of any
                           applicable state and federal income tax (as
                           determined above including E, as defined in paragraph
                           (a) of this Section 6),

then the Termination Benefits shall be reduced to the Non-Triggering Amount and
the allocation of the reduction required hereby among the Termination Benefits
shall be determined by Executive.

7.       TERMINATION FOR CAUSE.


                                       10
<PAGE>   26
         The term "Termination for Cause" shall mean termination because of
Executive's personal dishonesty, incompetence, willful misconduct, any breach of
fiduciary duty involving personal profit, intentional failure to perform stated
duties, willful violation of any law, rule, regulation (other than traffic
violations or similar offenses), final cease and desist order or material breach
of any provision of this Agreement. In determining incompetence, the acts or
omissions shall be measured against the standards for professional competence
generally prevailing for executive officers having comparable positions in the
savings institution industry. Notwithstanding the foregoing, Executive shall not
be deemed to have been terminated for Cause unless and until there shall have
been delivered to Executive a Notice of Termination which shall include a copy
of a resolution duly adopted by the affirmative vote of not less than
three-fourths of the members of the Board at a meeting of the Board called and
held for that purpose (after reasonable notice to Executive and an opportunity
for Executive, together with counsel, to be heard before the Board and which
such meeting shall be held not more than 30 days from the date of notice during
which period Executive may be suspended with pay), finding that in the good
faith opinion of the Board, Executive was guilty of conduct justifying
Termination for Cause and specifying the particulars thereof in detail.
Executive shall not have the right to receive compensation or other benefits for
any period after Termination for Cause except for compensation and benefits
already vested. Any stock options and related limited rights granted to
Executive under any stock option plan, or any unvested awards granted to
Executive under any restricted stock benefit plan of the Holding Company or its
Subsidiaries, shall become null and void effective upon Executive's receipt of
Notice of Termination for Cause pursuant to Section 8 hereof, and shall not be
exercisable by or delivered to Executive at any time subsequent to such
Termination for Cause except all benefits shall be deemed to have remained in
effect if Executive is reinstated.

8.       NOTICE.

         (a) Any purported termination by the Holding Company or by Executive
shall be communicated by Notice of Termination to the other party hereto. For
purposes of this Agreement, a "Notice of Termination" shall mean a written
notice which shall indicate the specific termination provision in this Agreement
relied upon and shall set forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of Executive's employment under the
provision so indicated.

         (b) Except as otherwise provided for in this Agreement, "Date of
Termination" shall mean the date specified in the Notice of Termination (which,
in the case of a Termination for Cause, shall not be less than thirty (30) days
from the date such Notice of Termination is given).

         (c) If, within thirty (30) days after any Notice of Termination is
given, the party receiving such Notice of Termination notifies the other party
that a reasonable dispute exists concerning the termination, the Date of
Termination shall be the date on which the dispute is finally determined, either
by mutual written agreement of the parties, by a binding arbitration award, or
by a final judgment, order or decree of a court of competent jurisdiction (the
time for appeal therefrom having expired and no appeal having been perfected)
and provided further that the Date of Termination shall be extended by a notice
of dispute only if such notice is given in good faith and the party giving such


                                       11
<PAGE>   27
notice pursues the resolution of such dispute with reasonable diligence.
Notwithstanding the pendency of any such dispute, the Holding Company will
continue to pay Executive's Base Salary and continue to cover Executive under
each Welfare Benefit Plan in which Executive participated at the time of such
notice in effect when the notice giving rise to the dispute was given until the
dispute is finally resolved in accordance with this Agreement. Amounts paid
under this Section 8(c) are in addition to all other amounts due under this
Agreement and shall not be offset against or reduce any other amounts due under
this Agreement.

9.       POST-TERMINATION OBLIGATIONS.

         All payments and benefits to Executive under this Agreement shall be
subject to Executive's compliance with this Section 9 for two (2) full years
after the earlier of the expiration of this Agreement or termination of
Executive's employment with the Holding Company. Executive shall, upon
reasonable notice, furnish such information and assistance to the Holding
Company with regard to matters as to which he has personal knowledge and as may
reasonably be required by the Holding Company in connection with any litigation
in which it or any of its subsidiaries or affiliates is, or may become, a party.
The Holding Company shall reimburse Executive for all out-of-pocket expenses
incurred and at an hourly rate equivalent to the hourly rate (based on an
eight-hour work day) of his Base Salary in effect at the time of his termination
from employment for any time incurred in connection with services rendered
pursuant to this Section 9.

10.      NON-COMPETITION.

         (a) Upon any termination of Executive's employment hereunder pursuant
to Section 4 of this Agreement, Executive agrees not to compete with the Holding
Company or its Subsidiaries for a period of one (1) year following such
termination in any city, town or county in which the Executive's normal business
office is located and the Holding Company or any of its Subsidiaries has an
office or has filed an application for regulatory approval to establish an
office, determined as of the effective date of such termination, except as
agreed to pursuant to a resolution duly adopted by the Board. Executive agrees
that during such period and within said cities, towns and counties, Executive
shall not work for or advise, consult or otherwise serve with, directly or
indirectly, any entity whose business materially competes with the depository,
lending or other business activities of the Holding Company or its Subsidiaries.
The parties hereto, recognizing that irreparable injury will result to the
Holding Company or its Subsidiaries, its business and property in the event of
Executive's breach of this Subsection 10(a) agree that in the event of any such
breach by Executive, the Holding Company or its Subsidiaries, will be entitled,
in addition to any other remedies and damages available, to an injunction to
restrain the violation hereof by Executive, Executive's partners, agents,
servants, employees and all persons acting for or under the direction of
Executive. Executive represents and admits that in the event of the termination
of his employment pursuant to Section 4 hereof, Executive's experience and
capabilities are such that Executive can obtain employment in a business engaged
in other lines and/or of a different nature than the Holding Company or its
Subsidiaries, and that the enforcement of a remedy by way of injunction will not
prevent Executive from earning a livelihood. Nothing herein will be construed as
prohibiting the Holding Company or its Subsidiaries from pursuing any other
remedies available to the Holding


                                       12
<PAGE>   28
Company or its Subsidiaries for such breach or threatened breach, including the
recovery of damages from Executive.

         (b) Executive recognizes and acknowledges that the knowledge of the
business activities and plans for business activities of the Holding Company and
its Subsidiaries as it may exist from time to time, is a valuable, special and
unique asset of the business of the Holding Company and its Subsidiaries.
Executive will not, during or after the term of Executive's employment, disclose
any knowledge of the past, present, planned or considered business activities of
the Holding Company and its Subsidiaries thereof to any person, firm,
corporation, or other entity for any reason or purpose whatsoever unless
expressly authorized by the Board of Directors or required by law.
Notwithstanding the foregoing, Executive may disclose any knowledge of banking,
financial and/or economic principles, concepts or ideas which are not solely and
exclusively derived from the business plans and activities of the Holding
Company. In the event of a breach or threatened breach by the Executive of the
provisions of this Section 10, the Holding Company will be entitled to an
injunction restraining Executive from disclosing, in whole or in part, the
knowledge of the past, present, planned or considered business activities of the
Holding Company or its Subsidiaries or from rendering any services to any
person, firm, corporation, other entity to whom such knowledge, in whole or in
part, has been disclosed or is threatened to be disclosed. Nothing herein will
be construed as prohibiting the Holding Company from pursuing any other remedies
available to the Holding Company for such breach or threatened breach, including
the recovery of damages from Executive.

11.      SOURCE OF PAYMENTS.

         (a) All payments provided in this Agreement shall be timely paid in
cash, check or other mutually agreed upon method from the general funds of the
Holding Company subject to Section 11(b) of this Agreement.

         (b) Notwithstanding any provision herein to the contrary, to the extent
that payments and benefits, as provided by this Agreement, are paid to or
received by Executive under the Employment Agreement in effect between Executive
and the Institution, such payments and benefits paid by the Institution will be
subtracted from any amount due simultaneously to Executive under similar
provisions of this Agreement. Payments pursuant to this Agreement and the
Institution Agreement shall be allocated in proportion to the level of activity
and the time expended on such activities by Executive as determined by the
Holding Company and the Institution on a quarterly basis; provided, however,
that except for the reduction provided by the first sentence of this Section
11(b), the Holding Company will be obligated to pay 100% of the amounts due
Executive hereunder.

12.      EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFITS PLANS.

         This Agreement contains the entire understanding between the parties
hereto and supersedes any prior employment agreement between the Holding Company
or any predecessor of the Holding Company and Executive, except that this
Agreement shall not affect or operate to reduce any benefit or compensation
inuring to the Executive of a kind elsewhere provided. No provision of this


                                       13
<PAGE>   29
Agreement shall be interpreted to mean that Executive is subject to receiving
fewer benefits than those available to him without reference to this Agreement.

13.      NO ATTACHMENT.

         (a) Except as required by law, no right to receive payments under this
Agreement shall be subject to anticipation, commutation, alienation, sale,
assignment, encumbrance, charge, pledge, or hypothecation, or to execution,
attachment, levy, or similar process or assignment by operation of law, and any
attempt, voluntary or involuntary, to affect any such action shall be null,
void, and of no effect.

         (b) This Agreement shall be binding upon, and inure to the benefit of,
Executive and the Holding Company and their respective successors and assigns.

14.      MODIFICATION AND WAIVER.

         (a) This Agreement may not be modified or amended except by an
instrument in writing signed by the parties hereto.

         (b) No term or condition of this Agreement shall be deemed to have been
waived, nor shall there be any estoppel against the enforcement of any provision
of this Agreement, except by written instrument of the party charged with such
waiver or estoppel. No such written waiver shall be deemed a continuing waiver
unless specifically stated therein, and each such waiver shall operate only as
to the specific term or condition waived and shall not constitute a waiver of
such term or condition for the future as to any act other than that specifically
waived.

15.      SEVERABILITY.

         If, for any reason, any provision of this Agreement, or any part of any
provision, is held invalid, such invalidity shall not affect any other provision
of this Agreement or any part of such provision not held so invalid, and each
such other provision and part thereof shall to the full extent consistent with
law continue in full force and effect.

16.      HEADINGS FOR REFERENCE ONLY.

         The headings of sections and paragraphs herein are included solely for
convenience of reference and shall not control the meaning or interpretation of
any of the provisions of this Agreement.


                                       14
<PAGE>   30
17.      GOVERNING LAW.

         This Agreement shall be governed by the laws of the State of Delaware,
unless otherwise specified herein.

18.      ARBITRATION.

         Any dispute or controversy arising under or in connection with this
Agreement shall be settled exclusively by arbitration, conducted before a panel
of three arbitrators sitting in a location selected by Executive within fifty
(50) miles from the location of the Association, in accordance with the rules of
the American Arbitration Association then in effect. Judgment may be entered on
the arbitrator's award in any court having jurisdiction; provided, however, that
Executive shall be entitled to seek specific performance of Executive's right to
be paid until the Date of Termination during the pendency of any dispute or
controversy arising under or in connection with this Agreement.

         In the event any dispute or controversy arising under or in connection
with Executive's termination is resolved in favor of Executive, whether by
judgment, arbitration or settlement, Executive shall be entitled to the payment
of all back-pay, including salary, bonuses and any other cash compensation,
fringe benefits and any compensation and benefits due Executive under this
Agreement.

19.      PAYMENT OF LEGAL FEES.

         All reasonable legal fees paid or incurred by Executive pursuant to any
dispute or question of interpretation relating to this Agreement shall be paid
or reimbursed by the Holding Company, if Executive is successful pursuant to a
legal judgment, arbitration or settlement.

20.      INDEMNIFICATION.

         The Holding Company shall provide Executive (including Executive's
heirs, executors and administrators) with coverage under a standard directors'
and officers' liability insurance policy at its expense and shall indemnify
Executive (and Executive's heirs, executors and administrators) to the fullest
extent permitted under Delaware law against all expenses and liabilities
reasonably incurred by Executive in connection with or arising out of any
action, suit or proceeding in which Executive may be involved by reason of
Executive having been a director or officer of the Holding Company or its
Subsidiaries (whether or not Executive continues to be a director or officer at
the time of incurring such expenses or liabilities), such expenses and
liabilities to include, but not be limited to, judgments, court costs and
attorneys' fees and the cost of reasonable settlements.


                                       15
<PAGE>   31
21.      SUCCESSOR TO THE HOLDING COMPANY.

         The Holding Company shall require any successor or assignee, whether
direct or indirect, by purchase, merger, consolidation or otherwise, to all or
substantially all the business or assets of the Bank or the Holding Company,
expressly and unconditionally to assume and agree to perform the Holding
Company's obligations under this Agreement, in the same manner and to the same
extent that the Holding Company would be required to perform if no such
succession or assignment had taken place.


                                       16
<PAGE>   32
                                   SIGNATURES


         IN WITNESS WHEREOF, BostonFed Bancorp, Inc. has caused this Agreement,
as amended and restated to be executed and its seal to be affixed hereunto by
its duly authorized officer and its directors, and Executive has signed this
Agreement, on March 28, 2000.


ATTEST:                               BOSTONFED BANCORP, INC.



                                      By: /s/ Richard J. Dennis, Sr.
--------------------------               --------------------------------------
Secretary                                     For the Entire Board of Directors


                  [SEAL]


WITNESS:                              EXECUTIVE



                                      By: /s/ David F. Holland
--------------------------               --------------------------------------
Executive                                     David F. Holland


                                       17