<PAGE>
                                                                    Exhibit 10.1





                          Employee Stock Ownership Plan

                                       of

                            Westfield Financial, Inc.






                            Adopted on [___________]
                          Effective as of [__________]

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                                TABLE OF CONTENTS

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                                   Article I

                                  Definitions
<S>           <C>                                                           <C>
Section 1.1   Account ......................................................   1
Section 1.2   Affiliated Employer ..........................................   1
Section 1.3   Allocation Compensation ......................................   1
Section 1.4   Bank .........................................................   2
Section 1.5   Board ........................................................   2
Section 1.6   Beneficiary ..................................................   2
Section 1.7   Change in Control ............................................   2
Section 1.8   Code .........................................................   2
Section 1.9   Committee ....................................................   2
Section 1.10  Company ......................................................   2
Section 1.11  Designated Beneficiary .......................................   2
Section 1.12  Disability ...................................................   3
Section 1.13  Discretionary Contribution ...................................   3
Section 1.14  Domestic Relations Order .....................................   3
Section 1.15  Eligibility Computation Period ...............................   3
Section 1.16  Effective Date ...............................................   3
Section 1.17  Eligible Employee ............................................   3
Section 1.18  Eligible Participant .........................................   3
Section 1.19  Employee .....................................................   4
Section 1.20  Employment Commencement ......................................   4
Section 1.21  ERISA ........................................................   4
Section 1.22  Exchange Act .................................................   4
Section 1.23  Fair Market Value ............................................   4
Section 1.24  Financed Share ...............................................   4
Section 1.25  Five Percent Owner ...........................................   5
Section 1.26  Forfeitures ..................................................   5
Section 1.27  Former Participant ...........................................   5
Section 1.28  General Investment Account ...................................   5
Section 1.29  Highly Compensated Employee ..................................   5
Section 1.30  Hour of Service ..............................................   5
Section 1.31  Investment Account ...........................................   6
Section 1.32  Investment Fund ..............................................   6
Section 1.33  Loan Repayment Account .......................................   6
Section 1.34  Loan Repayment Contribution ..................................   6
Section 1.35  Maternity or Paternity Leave .................................   6
Section 1.36  Military Service .............................................   6
Section 1.37  Named Fiduciary ..............................................   6
Section 1.38  Officer ......................................................   6
Section 1.39  One-Year Break in Service ....................................   6
Section 1.40  Participant ..................................................   7
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                                      (i)

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<TABLE>
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<S>                                                                         <C>
Section 1.41  Participating Employer ........................................  7
Section 1.42  Plan ..........................................................  7
Section 1.43  Plan Administrator ............................................  7
Section 1.44  Plan Year .....................................................  7
Section 1.45  Qualified Domestic Relations Order ............................  7
Section 1.46  Qualified Military Service ....................................  7
Section 1.47  Qualified Participant .........................................  7
Section 1.48  Retirement ....................................................  7
Section 1.49  Retroactive Contribution ......................................  7
Section 1.50  Share .........................................................  7
Section 1.51  Share Acquisition Loan ........................................  8
Section 1.52  Share Investment Account ......................................  8
Section 1.53  Tender Offer ..................................................  8
Section 1.54  Total Compensation ............................................  8
Section 1.55  Trust .........................................................  8
Section 1.56  Trust Agreement ...............................................  8
Section 1.57  Trust Fund ....................................................  8
Section 1.58  Trustee .......................................................  8
Section 1.59  Valuation Date ................................................  8
Section 1.60  Year of Eligibility Service ...................................  8
Section 1.61  Year of Vesting Service .......................................  8

                                   Article II

                                 Participation

Section 2.1   Eligibility for Participation .................................  9
Section 2.2   Commencement of Participation .................................  9
Section 2.3   Termination of Participation ..................................  9

                                  Article III

                               Special Provisions

Section 3.1   Military Service. ............................................. 10
Section 3.2   Maternity or Paternity Leave .................................. 10
Section 3.3   Adjustments to Years of Eligibility Service ................... 11
Section 3.4   Leave of Absence .............................................. 11
Section 3.5   Family and Medical Leave ...................................... 11
Section 3.6   Service with Uniformed Forces ................................. 11

                                   Article IV

                  Contributions by Participants Not Permitted

Section 4.1   Contributions by Participants Not Permitted ................... 12
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                                      (ii)

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                                   Article V

                         Contributions by the Employer

Section 5.1   In General ...................................................  12
Section 5.2   Loan Repayment Contributions .................................  12
Section 5.3   Discretionary Contributions ..................................  13
Section 5.4   Retroactive Contributions ....................................  13
Section 5.5   Time and Manner of Payment ...................................  13

                                   Article VI

                            Share Acquisition Loans

Section 6.1   In General ...................................................  14
Section 6.2   Collateral; Liability for Repayment ..........................  14
Section 6.3   Loan Repayment Account .......................................  15
Section 6.4   Release of Financed Shares ...................................  16
Section 6.5   Restrictions on Financed Shares ..............................  16

                                  Article VII

                          Allocation of Contributions

Section 7.1   Allocation Among Eligible Participants .......................  17
Section 7.2   Allocation of Released Shares or Other Property ..............  17
Section 7.3   Allocation of Discretionary Contributions ....................  17

                                  Article VIII

                           Limitations on Allocations

Section 8.1   Optional Limitations on Allocations ..........................  17
Section 8.2   General Limitations on Contributions .........................  18

                                   Article IX

                                    Vesting

Section 9.1   Vesting ......................................................  21
Section 9.2   Vesting on Death, Disability, Retirement or
                Change in Control ..........................................  21
Section 9.3   Forfeitures on Termination of Employment .....................  22
Section 9.4   Amounts Credited Upon Re-Employment ..........................  22
Section 9.5   Allocation of Forfeitures ....................................  22
</TABLE>

                                     (iii)

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                                   Article X

                                 The Trust Fund
<S>           <C>                                                           <C>
Section 10.1  The Trust Fund ................................................ 23
Section 10.2  Investments ................................................... 23
Section 10.3  Distributions for Diversification of Investments .............. 23
Section 10.4  Use of Commingled Trust Funds ................................. 24
Section 10.5  Management and Control of Assets .............................. 25

                                   Article XI

                    Valuation of Interests in the Trust Fund

Section 11.1  Establishment of Investment Accounts .......................... 25
Section 11.2  Share Investment Accounts ..................................... 25
Section 11.3  General Investment Accounts ................................... 25
Section 11.4  Valuation of Investment Accounts .............................. 26
Section 11.5  Annual Statements ............................................. 26

                                  Article XII

                                     Shares

Section 12.1  Specific Allocation of Shares ................................. 26
Section 12.2  Dividends ..................................................... 26
Section 12.3  Voting Rights ................................................. 27
Section 12.4  Tender Offers ................................................. 29

                                  Article XIII

                              Payment of Benefits

Section 13.1  In General .................................................... 31
Section 13.2  Designation of Beneficiaries .................................. 31
Section 13.3  Distributions to Participants ................................. 32
Section 13.4  Manner of Payment ............................................. 32
Section 13.5  Minimum Required Distributions ................................ 33
Section 13.6  Direct Rollover of Eligible Rollover Distributions ............ 34
Section 13.7  Valuation of Shares Upon Distribution ......................... 35
Section 13.8  Put Options ................................................... 35
Section 13.9  Right of First Refusal ........................................ 36
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                                   Article XIV

                               Change in Control
<S>           <C>                                                           <C>
Section 14.1  Definition of Change in Control; Pending Change in Control .... 37
Section 14.2  Vesting on Change of Control .................................. 39
Section 14.3  Repayment of Share Acquisition Loan ........................... 39
Section 14.4  Plan Termination After Change in Control ...................... 39
Section 14.5  Amendment of Section XIV ...................................... 39

                                   Article XV

                                 Administration

Section 15.1  Named Fiduciaries ............................................. 39
Section 15.2  Plan Administrator ............................................ 40
Section 15.3  Committee Responsibilities .................................... 41
Section 15.4  Claims Procedure .............................................. 42
Section 15.5  Claims Review Procedure ....................................... 43
Section 15.6  Allocation of Fiduciary Responsibilities and Employment
               of Advisors .................................................. 43
Section 15.7  Other Administrative Provisions ............................... 44

                                  Article XVI

                  Amendment, Termination and Tax Qualification

Section 16.1  Amendment and Termination by Westfield Financial, Inc. ........ 44
Section 16.2  Amendment or Termination Other Than by Westfield
               Financial, Inc. .............................................. 45
Section 16.3  Conformity to Internal Revenue Code ........................... 45
Section 16.4  Contingent Nature of Contributions ............................ 45

                                  Article XVII

                     Special Rules for Top Heavy Plan Years

Section 17.1  In General .................................................... 46
Section 17.2  Definition of Top Heavy Plan .................................. 46
Section 17.3  Determination Date ............................................ 47
Section 17.4  Cumulative Accrued Benefits ................................... 47
Section 17.5  Key Employees ................................................. 48
Section 17.6  Required Aggregation Group .................................... 49
Section 17.7  Permissible Aggregation Group ................................. 49
Section 17.8  Special Requirements During Top Heavy Plan Years .............. 49
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                                      (v)

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                                 Article XVIII

                            Miscellaneous Provisions
<S>           <C>                                                           <C>
Section 18.1  Governing Law ................................................  50
Section 18.2  No Right to Continued Employment .............................  50
Section 18.3  Construction of Language .....................................  50
Section 18.4  Headings .....................................................  50
Section 18.5  Merger with Other Plans ......................................  51
Section 18.6  Non-alienation of Benefits ...................................  51
Section 18.7  Procedures Involving Domestic Relations Orders ...............  52
Section 18.8  Status as an Employee Stock Ownership Plan ...................  52
</TABLE>

                                      (vi)

<PAGE>

                          Employee Stock Ownership Plan

                                       of

                            Westfield Financial, Inc.


                                    Article I

                                   Definitions

                  The following definitions shall apply for the purposes of the
Plan, unless a different meaning is clearly indicated by the context:

                  Section 1.1 Account means an account established for each
Participant to which is allocated such Participant's share, if any, of all
Financed Shares and other property that are released from the Loan Repayment
Account in accordance with section 6.4, together with his share, if any, of any
Discretionary Contributions that may be made by a Participating Employer.

                  Section 1.2 Affiliated Employer means the Company; any
corporation which is a member of a controlled group of corporations (as defined
in section 414(b) of the Code) that includes the Company; any trade or business
(whether or not incorporated) that is under common control (as defined in
section 414(c) of the Code) with the Company; any organization (whether or not
incorporated) that is a member of an affiliated service group (as defined in
section 414(m) of the Code) that includes the Company; any leasing organization
(as defined in section 414(n) of the Code) to the extent that any of its
employees are required pursuant to section 414(n) of the Code to be treated as
employees of the Company; and any other entity that is required to be aggregated
with the Company pursuant to regulations under section 414(o) of the Code.

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

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

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

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

<PAGE>

                  (d) a cafeteria plan described in section 125 of the Code and
a transportation plan described in Section 132(f) of the Code; but excluding any
income related to any award or exercise of a stock option or the award, vesting
or payment of dividends with respect to restricted stock.

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

                  Section 1.4 Bank means Westfield Bank and any successor
thereto.

                  Section 1.5 Board means the Board of Directors of Westfield
Financial, Inc.

                  Section 1.6 Beneficiary means the person or persons designated
by a Participant or Former Participant or other person entitled to a benefit
under the Plan, or otherwise determined to be entitled to a benefit under the
Plan. If more than one person is designated, each shall have an equal share
unless the person making the designation directed otherwise. The word "person"
includes an individual, a trust, an estate or any other person that is permitted
to be named as a Beneficiary.

                  Section 1.7 Change in Control means an event described in
section 14.1.

                  Section 1.8 Code means  the Internal  Revenue  Code of 1986
(including the corresponding provisions of any succeeding law).

                  Section 1.9 Committee means the Compensation Committee
described in section 15.3.

                  Section 1.10 Company means Westfield Financial, Inc., a
Massachusetts corporation, and any successor thereto.

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

                  (i) by the Participant or Former Participant, if any
         distributions are required to be made pursuant to section 13.5 prior to
         the death of the Participant or Former Participant, either: (A) a copy
         of the trust instrument, together with a written undertaking by the
         Participant or Former Participant to furnish to the Committee a

                                      -2-

<PAGE>

         copy of any subsequent amendment within a reasonable time after such
         amendment is made; or (B)(I) a list of all of the beneficiaries of the
         trust (including contingent and remainderman beneficiaries with a
         description of the conditions on their entitlement); (II) a
         certification of the Participant or Former Participant to the effect
         that, to the best of his knowledge, such list is correct and complete
         and that the conditions of section 1.11(a), (b) and (c) are satisfied;
         (III) a written undertaking to provide a new certification to the
         extent that an amendment changes any information previously certified;
         and (IV) a written undertaking to furnish a copy of the trust
         instrument to the Committee on demand; and

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

                  Section 1.12 Disability means a condition of total incapacity,
mental or physical, for further performance of duty with all Participating
Employers, which the Committee shall have determined, on the basis of competent
medical evidence, is likely to be permanent.

                  Section 1.13 Discretionary Contribution means Shares or
amounts of money contributed to the Plan by the Participating Employers in
accordance with section 5.3.

                  Section 1.14 Domestic Relations Order means a judgment, decree
or order (including the approval of a property settlement) that is made pursuant
to a state domestic relations or community property law and relates to the
provision of child support, alimony payments, or marital property rights to a
spouse, child or other dependent of a Participant or Former Participant.

                  Section 1.15 Eligibility Computation Period means, with
respect to any person, (a) the 12-consecutive month period beginning on such
person's Employment Commencement Date and (b) each 12-consecutive month period
that begins on an anniversary of such person's Employment Commencement Date.

                  Section 1.16 Effective Date means [             ].

                  Section 1.17 Eligible Employee means an Employee who is
eligible for membership in the Plan in accordance with Article II.

                  Section 1.18 Eligible Participant means, for any Plan Year, an
Employee who is a Participant during all or any part of such Plan Year and
either remains a Participant on the last day of such Plan Year or terminated
participation during such Plan Year on account of termination of employment,
death, Disability or Retirement; provided, however, that no Employee shall be an
Eligible Participant for the Plan Year that includes the effective date of the
transaction pursuant to

                                      -3-

<PAGE>
which the Bank becomes a wholly owned subsidiary of Westfield Financial, Inc. if
he terminates employment for any reason with all Participating Employers prior
to such effective date.

                  Section 1.19 Employee means any person, including an officer,
who is employed by any Affiliated Employer.

                  Section 1.20 Employment Commencement Date means the date on
which a person first performs an Hour of Service, except that if an Employee
separates from service with the Employer, incurs a One-Year Break in Service and
subsequently returns to service with the Employer, his Employment Commencement
Date shall be the date on which he first performs an Hour of Service following
the One-Year Break in Service.

                  Section 1.21 ERISA means the Employee Retirement Income
Security Act of 1974, as amended from time to time (including the corresponding
provisions of any succeeding law).

                  Section 1.22 Exchange Act means the Securities Exchange Act of
1934, as amended from time to time (including the corresponding provisions of
any succeeding law).

                  Section 1.23 Fair Market Value on any date means:

                  (a) with respect to a Share:

                           (i) the final quoted sale price on the date in
                  question (or, if there is no reported sale on such date, on
                  the last preceding date on which any reported sale occurred)
                  of a Share as reported in the principal consolidated reporting
                  system with respect to securities listed or admitted to
                  trading on the principal United States securities exchange on
                  which like Shares are listed or admitted to trading; or

                           (ii) if like Shares are not listed or admitted to
                  trading on any such exchange, the closing bid quotation with
                  respect to a Share on such date on the National Association of
                  Securities Dealers Automated Quotation System, or, if no such
                  quotation is provided, on another similar system, selected by
                  the Committee, then in use; or

                           (iii) if sections 1.25(a)(i) and (ii) are not
                  applicable, the fair market value of a Share as determined by
                  an appraiser independent of the Employer and experienced and
                  expert in the field of corporate appraisal.

                  (b) with respect to property other than Shares, the fair
         market value determined in the manner selected by the Trustee.

                  Section 1.24 Financed Share means: (a) a Share that has been
purchased with the proceeds of a Share Acquisition Loan, that has been allocated
to the Loan Repayment Account in accordance with section 6.3 and that has not
been released in accordance with section 6.4; or (b) a Share that constitutes a
dividend paid with respect to a Share described in section 1.26(a), that has
been allocated to the Loan Repayment Account in accordance with section 6.3 and
that has not been released in accordance with section 6.4.

                                      -4-

<PAGE>
                  Section 1.25 Five Percent Owner means, for any Plan Year, a
person who, during such Plan Year, owned (or was considered as owning for
purposes of section 318 of the Code): (a) more than 5% of the value of all
classes of outstanding stock of any Affiliated Employer; or (b) stock possessing
more than 5% of the combined voting power of all classes of outstanding stock of
any Affiliated Employer.

                  Section 1.26 Forfeitures means the amounts forfeited by
Participants and Former Participants on termination of employment prior to full
vesting, pursuant to section 9.3, less amounts credited because of
re-employment, pursuant to section 9.4.

                  Section 1.27 Former Participant means a Participant whose
participation in the Plan has terminated pursuant to section 2.3.

                  Section 1.28 General Investment Account means an Investment
Account established and maintained in accordance with Article XI.

                  Section 1.29 Highly Compensated Employee means, for any Plan
Year, an Employee who:

                           (i) was a Five Percent Owner at any time during such
                  Plan Year or any prior Plan Year; or

                           (ii) received Total Compensation during the
                  immediately preceding Plan Year (A) in excess of $85,000 (or
                  such other amount as may be prescribed by the Secretary of the
                  Treasury pursuant to section 401(a)(17) of the Code); and (B)
                  if elected by the Plan Administrator in such form and manner
                  as the Secretary of the Treasury may prescribe, in excess of
                  the Total Compensation received for such preceding Plan Year
                  by at least 80% of the Employees.

The determination of who is a Highly Compensated Employee will be made in
accordance with section 414(q) of the Code and the regulations thereunder.

                  Section 1.30 Hour of Service means each hour for which a
person is paid, or entitled to payment, for the performance of duties for any
Affiliated Employer, plus:

                  (a) each hour for which such person is paid, or entitled to
         payments by an Affiliated Employer on account of a period during which
         no duties are performed due to vacation, holiday, illness, incapacity
         (including disability), layoff, jury duty, military duty, or leave of
         absence. Hours under this section 1.30(a) shall be calculated and
         credited pursuant to section 2530.200b-2 of the Department of Labor's
         regulations (or any successor regulation), which are incorporated
         herein by reference; and

                  (b) each hour for which back pay, irrespective of mitigation
         of damages, is either awarded or agreed to by any Affiliated Employer;
         provided, however, that such hours have not previously been credited
         under other provisions of this section 1.30; and provided, further,
         that not more than 501 Hours of Service shall be credited

                                      -5-

<PAGE>
         under section 1.30(a) to such person on account of a single continuous
         period during which such person performs no duties for an Affiliated
         Employer whether or not such period occurs in a single Plan Year. Hours
         under this section 1.30(b) shall be credited to the person for the
         Eligibility or Vesting Computation Period or Eligibility or Vesting
         Computation Periods to which the award or agreement pertains, rather
         than the Eligibility or Vesting Computation Period in which the award,
         agreement or payment is made.

Anything in this section 1.30 to the contrary notwithstanding, no Hours of
Service shall be credited for a payment made or due under a plan maintained
solely for the purpose of complying with applicable workmen's compensation or
disability insurance laws, or a payment which solely reimburses any person for
medical or medically-related expenses incurred by such person.

                  Section 1.31 Investment Account means either a General
Investment Account or a Share Investment Account.

                  Section 1.32 Investment Fund means any one of the three or
more funds as may be established from time to time by the Committee which,
together with any and all Shares and other investments held under the Plan,
constitute the Trust Fund.

                  Section 1.33 Loan Repayment Account means an account
established and maintained in accordance with section 6.3.

                  Section 1.34 Loan Repayment Contribution means amounts of
money contributed to the Plan by the Participating Employers in accordance with
section 5.2.

                  Section 1.35 Maternity or Paternity Leave means a person's
absence from work for all Affiliated Employers: (a) by reason of the pregnancy
of such person; (b) by reason of the birth of a child of such person; (c) by
reason of the placement of a child with the person in connection with the
adoption of such child by such person; or (d) for purposes of caring for a child
of such person immediately following the birth of the child or the placement of
the child with such person.

                  Section 1.36 Military Service means service in the armed
forces of the United States, including but not limited to Qualified Military
Service. It may also include, if and to the extent that the Board so provides
and if all Participants and Former Participants in like circumstances are
similarly treated, special service for the government of the United States and
other public service.

                  Section 1.37 Named Fiduciary means any person, committee,
corporation or organization described in section 15.1.

                  Section 1.38 Officer means an Employee who is an
administrative executive in regular and continued service with any Affiliated
Employer; provided, however, that at no time shall more than the lesser of (a)
50 Employees or (b) the greater of (i) 3 Employees or (ii) 10% of all Employees
be treated as Officers. The determination of whether an Employee is to be
considered an Officer shall be made in accordance with section 416(i) of the
Code.

                  Section 1.39 One-Year Break in Service means an Eligibility or
Vesting Computation Period during which an Employee fails to complete more than
500 Hours of Service.

                                      -6-

<PAGE>
                  Section 1.40 Participant means any person who has satisfied
the eligibility requirements set forth in section 2.1, who has become a
Participant in accordance with section 2.2, and whose membership has not
terminated under section 2.3.

                  Section 1.41 Participating Employer means the Bank, and any
successor thereto and any other Affiliated Employer which, with the prior
written approval of the Board of Directors of Westfield Financial, Inc. and
subject to such terms and conditions as may be imposed by the Board of Directors
of Westfield Financial, Inc., shall adopt this Plan.

                  Section 1.42 Plan means the Employee Stock Ownership Plan of
Westfield Financial, Inc., as amended from time to time.

                  Section 1.43 Plan Administrator means the Committee or any
person, committee, corporation or organization designated in section 15.2, or
appointed pursuant to section 15.2, to perform the responsibilities of that
office.

                  Section 1.44 Plan Year means the period commencing on the
January 1, 2001 and ending on December 31, 2001 and each fiscal year ending on
each December 31st thereafter.

                  Section 1.45 Qualified Domestic Relations Order means a
Domestic Relations Order that: (a) clearly specifies (i) the name and last known
mailing address of the Participant or Former Participant and of each person
given rights under such Domestic Relations Order, (ii) the amount or percentages
of the Participant's or Former Participant's benefits under this Plan to be paid
to each person covered by such Domestic Relations Order, (iii) the number of
payments or the period to which such Domestic Relations Order applies, and (iv)
the name of this Plan; and (b) does not require the payment of a benefit in a
form or amount that is (i) not otherwise provided for under the Plan, or (ii)
inconsistent with a previous Qualified Domestic Relations Order.

                  Section 1.46 Qualified Military Service means with respect to
any person on any date, any service in the uniformed services of the United
States (as defined in chapter 43 of Title 38 of the United States Code)
completed prior to such date, but only if, on such date, such person is entitled
to re-employment rights with respect to an Affiliated Employer on account of
such service.

                  Section 1.47 Qualified Participant means a Participant who has
attained age 55 and who has been a Participant of the Plan for at least 10
years.

                  Section 1.48 Retirement means: (a) any termination of
membership in the Plan at or after attainment of age 65; and (b) any retirement
under an applicable qualified defined benefit plan of the Employer as in effect
from time to time with entitlement to a normal or early (but not vested, whether
immediate or deferred) retirement allowance.

                  Section 1.49 Retroactive Contribution means a contribution
made on a retroactive basis in respect of a period of Qualified Military Service
in accordance with section 5.4.

                  Section 1.50 Share means a share of any class of stock issued
by any Affiliated Employer; provided, however, that such share is a "qualifying
employer security" within the meaning of section 409(l) of the Code and section
407(d)(5) of ERISA.

                                      -7-

<PAGE>
                  Section 1.51 Share Acquisition Loan means a loan obtained by
the Trustee in accordance with Article VI.

                  Section 1.52 Share Investment Account means an Investment
Account established and maintained in accordance with Article XI.

                  Section 1.53 Tender Offer means a tender offer made to holders
of any one or more classes of Shares generally, or any other offer made to
holders of any one or more classes of Shares generally to purchase, exchange,
redeem or otherwise transfer Shares, whether for cash or other consideration
whether or not such offer constitutes a "tender offer" or an "exchange offer"
for purposes of the Exchange Act.

                  Section 1.54 Total Compensation during any period means an
Employee's aggregate total compensation paid by the Employer and any Affiliated
Employer with respect to such period that constitutes wages within the meaning
of section 3401 of the Code, plus any amounts by which the Employee's
compensation paid by the Employer or any Affiliated Employer has been reduced
pursuant to a compensation reduction agreement under the terms of any qualified
cash or deferred arrangement described in section 401(k) of the Code, any salary
reduction simplified employee pension plan described in section 408(k) of the
Code, any tax deferred annuity plan described in section 403(b) of the Code, any
cafeteria plan described in section 125 of the Code, or any transportation
program described in Section 132(f) of the Code. In no event, however, shall an
Employee's Total Compensation for any calendar year include any compensation in
excess of $170,000 (or such other amount as may be permitted under section
401(a)(17) of the Code).

                  Section 1.55 Trust means the legal relationship created by the
Trust Agreement pursuant to which the Trustee holds the Trust Fund in trust.

                  Section 1.56 Trust Agreement means the agreement between the
Bank and the Trustee therein named or its successors pursuant to which the Trust
Fund shall be held in trust.

                  Section 1.57 Trust Fund means the corpus (consisting of
contributions paid over to the Trustee and investments thereof), and all
earnings, appreciation or additions thereof and thereto, held by the Trustee
under the Trust Agreement in accordance with the Plan, less any depreciation
thereof and any payments made therefrom pursuant to the Plan.

                  Section 1.58 Trustee means the Trustee of the Trust Fund from
time to time in office. The Trustee shall serve as Trustee until it is removed
or resigns from office and is replaced by a successor Trustee appointed in
accordance with the terms of the Trust Agreement.

                  Section 1.59 Valuation Date means the last business day of
each Plan Year and such other dates as the Plan Administrator may prescribe

                  Section 1.60 Year of Eligibility Service means an Eligibility
Computation Period during which the Employee completed at least 1,000 Hours of
Service.

                  Section 1.61 Year of Vesting Service means a Vesting
Computation Period during which the Employee completed at least 1,000 Hours of
Service.

                                      -8-

<PAGE>
                                   ARTICLE II

                                  PARTICIPATION


                  Section 2.1 Eligibility for Participation.

                  (a) Only Eligible Employees may be or become Participant of
the Plan. An Employee shall be an Eligible Employee if he (i) is employed by one
or more Participating Employers; (ii) has attained age 21; (iii) has completed
at least one Year of Eligibility Service; and (iv) is not excluded under section
2.1(b).

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

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

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

                  Section 2.2 Commencement of Participation.

                  Every Employee who is an Eligible Employee on the effective
date of the transaction whereby the Bank becomes a wholly owned subsidiary of
Westfield Financial, Inc. shall automatically become a Participant as of the
Effective Date. An Employee who becomes an Eligible Employee after the Effective
Date shall automatically become a Participant on the first day of the calendar
month coincident with or next following the Eligibility Computation Period in
which he becomes an Eligible Employee.

                  Section 2.3 Termination of Participation.

                  Participation in the Plan shall cease, and a Participant shall
become a Former Participant, upon termination of employment with all
Participating Employers, death, Disability or Retirement, failure to return to
work upon the expiration of a leave of absence granted pursuant to section 3.3,
becoming an Employee who is excluded under section 2.1(b) or distribution of the
entire vested interest in his Account.

                                   ARTICLE III

                               SPECIAL PROVISIONS

                  Section 3.1 Military Service.

                  In the case of a termination of employment of any Employee to
enter directly into Military Service, the entire period of his absence shall be
treated, for purposes of vesting and

                                      -9-

<PAGE>

eligibility for participation (but not, except as required by law, for
purposes of eligibility to share in allocations of contributions in accordance
with Article VII), as if he had worked for the Employer during the period of his
absence. In the event of the re-employment of such person by the Employer within
a period of not more than six months:

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

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

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


                  Section 3.2 Maternity or Paternity Leave.

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

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

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

                           (iii) that constitutes Maternity or Paternity Leave;

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

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

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

                           (ii) 501 Hours of Service.

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

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

                                      -10-

<PAGE>

                  Section 3.3 Adjustments to Years of Eligibility Service.

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

                  Section 3.4 Leave of Absence.

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

                  Section 3.5 Family and Medical Leave.

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

                  Section 3.6 Service with Uniformed Forces.

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

                                   ARTICLE IV

                   CONTRIBUTIONS BY PARTICIPANTS NOT PERMITTED


                  Section 4.1 Contributions by Participants Not Permitted.

                  Participants shall not be required, nor shall they be
permitted, to make contributions to the Plan.

                                      -11-

<PAGE>

                                    ARTICLE V

                          CONTRIBUTIONS BY THE EMPLOYER

                  Section 5.1 In General.

                  Subject to the limitations of Article VIII, for each Plan
Year, the Participating Employers shall contribute to the Plan the amount, if
any, determined by the Board of Directors of Westfield Financial, Inc., but in
no event less than the amount described in section 5.2(a). The amount
contributed for any Plan Year shall be treated as a Loan Repayment Contribution,
a Discretionary Contribution, or a combination thereof, in accordance with the
provisions of this Article V.

                  Section 5.2 Loan Repayment Contributions.

                  For each Plan Year, a portion of the Participating Employers'
contributions, if any, to the Plan equal to the sum of:

                  (a) the minimum amount required to be added to the Loan
         Repayment Account in order to provide adequate funds for the payment of
         the principal and interest then required to be repaid under the terms
         of any outstanding Share Acquisition Loan obtained by the Trustee; plus

                  (b) the additional amount, if any, designated by the Committee
         to be applied to the prepayment of principal or interest under the
         terms of any outstanding Share Acquisition Loan obtained by the
         Trustee;

shall be treated as a Loan Repayment Contribution for such Plan Year. A Loan
Repayment Contribution for a Plan Year shall be allocated to the Loan Repayment
Account and shall be applied by the Trustee, in the manner directed by the
Committee, to the payment of accrued interest and to the reduction of the
principal balance of any Share Acquisition Loan obtained by the Trustee that is
outstanding on the date on which the Loan Repayment Contribution is made. To the
extent that a Loan Repayment Contribution for a Plan Year results in a release
of Financed Shares in accordance with section 6.4, such Shares shall be
allocated among the Accounts of Eligible Participants for such Plan Year in
accordance with section 7.2.

                  Section 5.3 Discretionary Contributions.

                  In the event that the amount of the Participating Employers'
contributions to the Plan for a Plan Year exceeds the amount of the Loan
Repayment Contributions for such Plan Year, such excess shall be treated as a
Discretionary Contribution and shall be allocated among the Accounts of the
Eligible Participants for such Plan Year in accordance with section 7.3.

                                      -12-

<PAGE>

                  Section 5.4 Retroactive Contributions.

                  A Participating Employer shall make a Retroactive Contribution
in respect of any individual previously employed by it who is re-employed by any
Affiliated Employer after December 12, 1994 following the completion of a period
of Qualified Military Service. Such Retroactive Contribution shall be made in
the following manner for each Plan Year that includes any part of the period of
Qualified Military Service:

                  (a) An allocation percentage shall be computed by dividing (i)
         the sum of the Fair Market Value of all Financed Shares allocated to
         Eligible Participants for such Plan Year plus the dollar amount of all
         Discretionary Contributions made in cash for such Plan Year plus the
         Fair Market Value of all Discretionary Contributions made in Shares for
         such Plan Year, divided by (ii) the aggregate amount of Allocation
         Compensation used in the allocation for such Plan Year. Fair Market
         Value for such purposes shall be determined as of the last day of the
         Plan Year.

                  (b) A notional allocation shall be determined by multiplying
         (A) the percentage determined under section 5.4(a) by (B) the
         Allocation Compensation which the individual would have had for such
         Plan Year if he had remained in the service of his Participating
         Employer in the same capacity and earning Allocation Compensation and
         Total Compensation at the annual rates in effect immediately prior to
         the commencement of the Qualified Military Leave (or, if such rates are
         not reasonably certain, at an annual rate equal to the actual
         Allocation Compensation and Total Compensation, respectively, paid to
         him for the 12-month period immediately preceding the Qualified
         Military Service).

                  (c) An actual Retroactive Contribution for the Plan Year shall
         be determined by computing the excess of (A) the notional allocation
         determined under section 5.4(b) over (B) the sum of the dollar amount
         of any Discretionary Contribution in cash, the Fair Market Value of any
         Discretionary Contribution in Shares and the Fair Market Value of any
         Financed Shares actually allocated to such individual for such Plan
         Year.

                  Section 5.5 Time and Manner of Payment.

                  (a) Payment of contributions made pursuant to this Article V
shall be made: (i) in cash, in the case of a Loan Repayment Contribution; and
(ii) in cash, in Shares, or in a combination of cash and Shares, in the case of
an Discretionary Contribution or a Retroactive Contribution.

                  (b) Contributions made pursuant to this Article V for a Plan
Year shall be paid to the Trust Fund on or before the due date (including any
extensions thereof) of the Employer's federal income tax return for its taxable
year during which such Plan Year ends. All such contributions shall be allocated
to the Accounts of the Eligible Participants in the case of a Discretionary
Contribution, to the Account of the Participant for whom it is made in the case
of a Retroactive Contribution, and to the Loan Repayment Account in the case of
a Loan Repayment Contribution, as soon as is practicable following the payment
thereof to the Trust Fund.

                                      -13-

<PAGE>

                                   ARTICLE VI

                             SHARE ACQUISITION LOANS

                  Section 6.1 In General.

                  The Committee may, with the prior approval of the Board of
Directors of Westfield Financial, Inc., direct the Trustee to obtain a Share
Acquisition Loan on behalf of the Plan, the proceeds of which shall be applied
on the earliest practicable date:

                  (a) to purchase Shares; or

                  (b) to make payments of principal or interest, or a
         combination of principal and interest, with respect to such Share
         Acquisition Loan; or

                  (c) to make payments of principal and interest, or a
         combination of principal and interest, with respect to a previously
         obtained Share Acquisition Loan that is then outstanding.

Any such Share Acquisition Loan shall be obtained on such terms and conditions
as the Committee may approve; provided, however, that such terms and conditions
shall provide for the payment of interest at no more than a reasonable rate and
shall permit such Share Acquisition Loan to satisfy the requirements of section
4975(d)(3) of the Code and section 408(b)(3) of ERISA.

                  Section 6.2 Collateral; Liability for Repayment.

                  (a) The Committee may direct the Trustee to pledge, at the
time a Share Acquisition Loan is obtained, the following assets of the Plan as
collateral for such Share Acquisition Loan:

                  (i) any Shares purchased with the proceeds of such Share
         Acquisition Loan and any earnings attributable thereto;

                  (ii) any Financed Shares then pledged as collateral for a
         prior Share Acquisition Loan which is repaid with the proceeds of such
         Share Acquisition Loan and any earnings attributable thereto; and

                  (iii) pending the application thereof to purchase Shares or
         repay a prior Share Acquisition Loan, the proceeds of such Share
         Acquisition Loan and any earnings attributable thereto.

Except as specifically provided in this section 6.2(a), no assets of the Plan
shall be pledged as collateral for the repayment of any Share Acquisition Loan.

                  (b) No person entitled to payment under a Share Acquisition
Loan shall have any right to the assets of the Plan except for:

                                      -14-

<PAGE>

                  (i) Financed Shares that have been pledged as collateral for
         such Share Acquisition Loan pursuant to section 6.2(a);

                  (ii) Loan Repayment Contributions made pursuant to section
         5.2; and

                  (iii) earnings attributable to Financed Shares described in
         section 6.2(b)(i) and to Loan Repayment Contributions described in
         section 6.2(b)(ii).

Except in the event of a default or a refinancing pursuant to which an existing
Share Acquisition Loan is repaid or as provided in section 14.3, the aggregate
amount of all payments of principal and interest made by the Trustee with
respect to all Share Acquisition Loans obtained on behalf of the Plan shall at
no time exceed the aggregate amount of all Loan Repayment Contributions
theretofore made plus the aggregate amount of all earnings (other than dividends
paid in the form of Shares) attributable to Financed Shares and to such Loan
Repayment Contributions.

                  (c) Any Share Acquisition Loan shall be without recourse
against the Plan and Trust.


                  Section 6.3 Loan Repayment Account.

                  In the event that one or more Share Acquisition Loans shall be
obtained, a Loan Repayment Account shall be established under the Plan. The Loan
Repayment Account shall be credited with all Shares acquired with the proceeds
of a Share Acquisition Loan, all Loan Repayment Contributions and all earnings
(including dividends paid in the form of Shares) or appreciation attributable to
such Shares and Loan Repayment Contributions. The Loan Repayment Account shall
be charged with all payments of principal and interest made by the Trustee with
respect to any Share Acquisition Loan, all Shares released in accordance with
section 6.4 and all losses, depreciation or expenses attributable to Shares or
to other property credited thereto. The Financed Shares, as well as any earnings
thereon, shall be allocated to such Loan Repayment Account and shall be
accounted for separately from all other amounts or property contributed under
the Plan.

                  Section 6.4 Release of Financed Shares.

                  As of the last day of each Plan Year during which a Share
Acquisition Loan is outstanding, a portion of the Financed Shares purchased with
the proceeds of such Share Acquisition Loan and allocated to the Loan Repayment
Account shall be released. The number of Financed Shares released in any such
Plan Year shall be equal to the amount determined according to one of the
following methods:

                  (a) by computing the product of: (i) the number of Financed
         Shares purchased with the proceeds of such Share Acquisition Loan and
         allocated to the Loan Repayment Account immediately before the release
         is effected; multiplied by (ii) a fraction, the numerator of which is
         the aggregate amount of the principal and interest payments (other than
         payments made upon the refinancing of a Share Acquisition Loan as
         contemplated by section 6.1(c)) made with respect to such Share
         Acquisition Loan during such Plan Year, and the denominator of which is
         the

                                      -15-

<PAGE>

         aggregate amount of all principal and interest remaining to be paid
         with respect to such Share Acquisition Loan as of the first day of such
         Plan Year; or

                  (b) by computing the product of: (i) the number of Financed
         Shares purchased with the proceeds of such Share Acquisition Loan and
         allocated to the Loan Repayment Account immediately before the release
         is effected; multiplied by (ii) a fraction, the numerator of which is
         the aggregate amount of the principal payments (other than payments
         made upon the refinancing of a Share Acquisition Loan as contemplated
         by section 6.1(c)) made with respect to such Share Acquisition Loan
         during such Plan Year, and the denominator of which is the aggregate
         amount of all principal remaining to be paid with respect to such Share
         Acquisition Loan as of the first day of such Plan Year; provided,
         however, that the method described in this section 6.4(b) may be used
         only if the Share Acquisition Loan does not extend for a period in
         excess of 10 years after the date of origination and only to the extent
         that principal payments on such Share Acquisition Loan are made at
         least as rapidly as under a loan of like principal amount with a like
         interest rate and term requiring level amortization of principal and
         interest.

The method to be used shall be specified in the documents governing the Share
Acquisition Loan or, if not specified therein, prescribed by the Committee, in
its discretion. In the event that property other than, or in addition to,
Financed Shares shall be held in the Loan Repayment Account and pledged as
collateral for a Share Acquisition Loan, then the property to be released
pursuant to this section 6.4 shall be property having a Fair Market Value
determined by applying the method to be used to the Fair Market Value of all
property pledged as collateral for such Share Acquisition Loan; provided,
however, that no property other than Financed Shares shall be released pursuant
to this section 6.4 unless all Financed Shares have previously been released.

                  Section 6.5 Restrictions on Financed Shares.

                  Except to the extent required under any applicable law, rule
or regulation, no Shares purchased with the proceeds of a Share Acquisition Loan
shall be subject to a put, call or other option, or to any buy-sell or similar
arrangement, while held by the Trustee or when distributed from the Plan. The
provisions of this section 6.5 shall continue to apply in the event that this
Plan shall cease to be an employee stock ownership plan, within the meaning of
section 4975(e)(7) of the Code.

                                   ARTICLE VII

                           ALLOCATION OF CONTRIBUTIONS

                  Section 7.1 Allocation Among Eligible Participants.

                  Subject to the limitations of Article VIII, Discretionary
Contributions for a Plan Year made in accordance with section 5.3 and Financed
Shares and other property that are released from the Loan Repayment Account for
a Plan Year in accordance with section 6.4 shall be allocated among the Eligible
Participants for such Plan Year, in the manner provided in this Article VII.

                                      -16-

<PAGE>

                  Section 7.2 Allocation of Released Shares or Other Property.

                  Subject to the limitations of Article VIII, in the event that
Financed Shares or other property are released from the Loan Repayment Account
for a Plan Year in accordance with section 6.4, such released Shares or other
property shall be allocated among the Accounts of the Eligible Participants for
the Plan Year in the proportion that each such Eligible Participant's Allocation
Compensation for the portion of such Plan Year during which he was a Participant
bears to the aggregate of such Allocation Compensation of all Eligible
Participants for such Plan Year.


                  Section 7.3 Allocation of Discretionary Contributions.

                  Subject to the limitations of Article VIII, in the event that
the Participating Employers make Discretionary Contributions for a Plan Year,
such Discretionary Contributions shall be allocated among the Accounts of the
Eligible Participants for such Plan Year in the proportion that each such
Eligible Participant's Allocation Compensation for the portion of such Plan Year
during which he was a Participant bears to the aggregate of such Allocation
Compensation of all Eligible Participants for such Plan Year.


                                  ARTICLE VIII

                           LIMITATIONS ON ALLOCATIONS


                  Section 8.1 Optional Limitations on Allocations.

                  If, for any Plan Year, the application of sections 7.2 and 7.3
would result in more than one-third of the number of Shares or of the amount of
money or property to be allocated thereunder being allocated to the Accounts of
Eligible Participants for such Plan Year who are also Highly Compensated
Employees for such Plan Year, then the Committee may, but shall not be required
to, direct that this section 8.1 shall apply in lieu of sections 7.2 and 7.3. If
the Committee gives such a direction, then the Committee shall impose a maximum
dollar limitation on the amount of Allocation Compensation that may be taken
into account for each Eligible Participant. The dollar limitation which shall be
imposed shall be the limitation which produces the result that the aggregate
Allocation Compensation taken into account for Eligible Participant who are
Highly Compensated Employees, constitutes exactly one-third of the aggregate
Allocation Compensation taken into account for all Eligible Participants.


                  Section 8.2 General Limitations on Contributions.

                  (a) No amount shall be allocated to a Participant's Account
under this Plan for any Limitation Year to the extent that such an allocation
would result in an Annual Addition of an amount greater than the lesser of (i)
$35,000 (or such other amount as is permissible under section 415(c)(1)(A) of
the Code), or (ii) 25% of the Participant's Total Compensation for such
Limitation Year.

                                      -17-

<PAGE>

                  (b) In the case of a Participant who may be entitled to
benefits under any qualified defined benefit plan (whether or not terminated)
now in effect or ever maintained by the Employer, such Participant's Annual
Additions under this Plan shall, in addition to the limitations provided under
section 8.2(a), be further limited so that the sum of the Participant's Defined
Contribution Plan Fraction plus his Defined Benefit Plan Fraction does not
exceed 1.0 for any Limitation Year beginning prior to January 1, 2000; provided,
however, that this limitation shall only apply if and to the extent that the
benefits under the Employer's qualified defined benefit plan or any other
qualified defined contribution plan of the Employer are not limited so that such
sum is not exceeded.

                  (c) For purposes of this section 8.2, the following special
         definitions shall apply:

                  (i) Annual Addition means the sum of the following amounts
         allocated on behalf of a Participant for a Limitation Year:

                           (A) all contributions by the Employer (including
                  contributions made under a salary reduction agreement pursuant
                  to sections 401(k), 408(k) or 403(b) of the Code) under any
                  qualified defined contribution plan (other than this Plan)
                  maintained by the Employer, as well as the Participant's
                  allocable share, if any, of any forfeitures under such plans;
                  plus

                           (B)(I) for Limitation Years that begin prior to
                  January 1, 1987, the lesser of (1) one-half of all
                  nondeductible voluntary contributions under any other
                  qualified defined contribution plan (whether or not
                  terminated) maintained by the Employer, or (2) the amount of
                  the nondeductible voluntary contributions under qualified
                  defined contribution plan (whether or not terminated)
                  maintained by the Employer in excess of 6% of such
                  Participant's Total Compensation; and (II) for Limitation
                  Years that begin after December 31, 1986, the sum of all of
                  the nondeductible voluntary contributions under any other
                  qualified defined contribution plan (whether or not
                  terminated) maintained by the Employer;

                           (C) all Discretionary Contributions under this Plan;
                  plus

                           (D) except as hereinafter provided in this section
                  8.2(c)(i), a portion of the Employer's Loan Repayment
                  Contributions to the Plan for such Limitation Year which bears
                  the same proportion to the total amount of the Employer's Loan
                  Repayment Contributions for the Limitation Year that the
                  number of Shares (or the Fair Market Value of property other
                  than Shares) allocated to the Participant's Account pursuant
                  to section 7.2 or 8.1, whichever is applicable, bears to the
                  aggregate number of Shares (or Fair Market Value of property
                  other than Shares) so allocated to all Participants for such
                  Limitation Year.

         Notwithstanding section 8.2(c)(i)(D), if, for any Limitation Year, the
         aggregate amount of Discretionary Contributions allocated to the
         Accounts of the individuals who are Highly Compensated Employees for
         such Limitation Year, when added to such Highly Compensated Employees'
         allocable share of any Loan Repayment Contributions for such Limitation
         Year, does not exceed one-third of the total of all

                                      -18-

<PAGE>

         Discretionary Contributions and Loan Repayment Contributions for such
         Limitation Year, then that portion, if any, of the Loan Repayment
         Contributions for such Limitation Year that is applied to the payment
         of interest on a Share Acquisition Loan shall not be included as an
         Annual Addition. In no event shall any Financed Shares, any dividends
         or other earnings thereon, any proceeds of the sale thereof or any
         portion of the value of the foregoing be included as an Annual
         Addition.

                  (ii) Employer means Westfield Financial, Inc., and all members
         of a controlled group of corporations, as defined in section 414(b) of
         the Code, as modified by section 415(h) of the Code, all commonly
         controlled trades or businesses, as defined in section 414(c) of the
         Code, as modified by section 415(h) of the Code, all affiliated service
         groups, as defined in section 414(m) of the Code, of which Westfield
         Financial, Inc. is a member, as well as any leasing organization, as
         defined in section 18.8, that employs any person who is considered an
         employee under section 18.8 and any other entity that is required to be
         aggregated with the Employer pursuant to regulations under section
         414(o) of the Code.

                  (iii) Defined Benefit Plan Fraction means, for any individual
         for any Limitation Year, a fraction, the numerator of which is the
         Projected Annual Benefit (determined as of the end of such Limitation
         Year) of the Participant under any qualified defined benefit plans
         (whether or not terminated) maintained by the Employer for the current
         and all prior Limitation Years, and the denominator of which is as
         follows: (A) for Limitation Years ending prior to January 1, 1983, the
         lesser of (I) the dollar limitation in effect under section 415(b)(1)
         (A) of the Code for such Limitation Year, or (II) the amount which may
         be taken into account under section 415(b)(1)(B) of the Code with
         respect to such Participant for such Limitation Year; and (B) in all
         other cases, the lesser of (I) (except as provided in section 16.8(b)
         for a Top Heavy Plan Year) the product of 1.25 multiplied by the dollar
         limitation in effect under section 415(b)(1)(A) of the Code for such
         Limitation Year, or (II) the product of 1.4 multiplied by the amount
         which may be taken into account under section 415(b)(1)(B) of the Code
         with respect to such Participant for such Limitation Year.

                  (iv) Defined Contribution Plan Fraction means, for any
         individual for any Limitation Year, a fraction (A) the numerator of
         which is the sum of such individual's Annual Additions (determined as
         of the end of such Limitation Year) under this Plan and any other
         qualified defined contribution plans (whether or not terminated)
         maintained by the Employer for the current and all prior Limitation
         Years, and (B) the denominator of which is as follows: (I) for
         Limitation Years ending prior to January 1, 1983, the sum of the lesser
         of the following amounts for such Limitation Year and for each prior
         Limitation Year during which such individual was employed by the
         Employer: (1) the Maximum Permissible Amount for such Limitation Year
         (without regard to section 415(c)(6) of the Code), or (2) the amount
         which may be taken into account under section 415(c)(1)(B) of the Code
         with respect to such individual for such Limitation Year; and (II) in
         all other cases, the sum of the lesser of the following amounts for
         such Limitation Year and for each prior Limitation Year during which
         such individual was employed by the Employer: (1) (except as provided
         in section 17.8(b) for a Top Heavy Plan Year) the product of

                                      -19-

<PAGE>

         1.25 multiplied by the Maximum Permissible Amount for such Limitation
         Year (determined without regard to section 415(c)(6) of the Code), or
         (2) the product of 1.4 multiplied by the amount which may be taken into
         account under section 415(c)(1)(B) of the Code (or section 415(c)(7) of
         the Code, if applicable) with respect to such individual for such
         Limitation Year; provided, however, that the Plan Administrator may, at
         his election, adopt the transition rule set forth in section 415(e)(6)
         of the Code in making the computation set forth in this section
         8.2(c)(iv). If the sum of an individual's Defined Benefit Plan Fraction
         and Defined Contribution Plan Fraction exceeded 1.0 as of September 30,
         1983, then such individual's Defined Contribution Plan Fraction shall
         be determined under regulations to be prescribed by the Secretary of
         the Treasury so that the sum of the fractions does not exceed 1.0.

                  (v) Limitation Year means the Plan Year.

                  (vi) Maximum Permissible Amount means (A) $25,000 (or such
         higher amount as may be permitted under section 415(d) of the Code
         because of cost of living increases) for Limitation Years beginning
         prior to January 1, 1983, and (B) the greater of (I) $30,000, or (II)
         25% of the dollar limitation in effect under section 415(b)(1)(A) of
         the Code for Limitation Years beginning on or after January 1, 1983.

                  (vii) Projected Annual Benefit means an individual's annual
         retirement benefit (adjusted to the actuarial equivalent of a straight
         life annuity if expressed in a form other than a straight life or
         qualified joint and survivor annuity) under any qualified defined
         benefit plan maintained by the Employer, whether or not terminated,
         assuming that the individual will continue employment until the later
         of such individual's current age or normal retirement age under such
         plan, and that the individual's Total Compensation for the Limitation
         Year and all other relevant factors used to determine benefits under
         such plan will remain constant for all future Limitation Years.

                  (d) When an individual's Annual Addition to this Plan must be
reduced to satisfy the limitations of section 8.2(a) or (b), such reduction
shall be applied to Discretionary Contributions and to Shares allocated as a
result of a Loan Repayment Contribution which are included as an Annual Addition
in such order as shall result in the smallest reduction in the number of Shares
allocable to the Individual's Account. The amount by which any Individual's
Annual Addition to this Plan is reduced shall be allocated in accordance with
Articles V and VII as a contribution by the Participating Employers in the next
succeeding Limitation Year.

                  (e) Prior to determining an individual's actual Total
Compensation for a Limitation Year, the Participating Employer may determine the
limitations under this section 8.2 for an individual on the basis of a
reasonable estimation of the individual's Total Compensation for the Limitation
Year that is uniformly determined for all individuals who are similarly
situated. As soon as it is administratively feasible after the end of the
Limitation Year, the limitations of this section 8.2 shall be determined on the
basis of the individual's actual Total Compensation for the Limitation Year.

                                      -20-

<PAGE>

                                   ARTICLE IX

                                     VESTING


                  Section 9.1 Vesting.

                  Subject to the provisions of sections 9.2 and 14.1(a), the
balance credited to each Participant's Account shall become vested in accordance
with the following schedule:

                           Years of Vesting                          Vested
                               Service                             Percentage

                           less than 3 years                              0%
                           3 or more years                              100%



                  Section 9.2 Vesting on Death, Disability, Retirement or Change
in Control.

                  Any previously unvested portion of the remainder of the
balance credited to the Account of a Participant or of a person who is a Former
Participant solely because he is excluded from membership under section 2.1(b)
shall become fully vested immediately upon his attainment of age 65 while
employer by any Applicable Employer, or, if earlier, upon the termination of his
employment with all Affiliated Employers by reason of death, Disability,
Retirement or upon the occurrence of a Change in Control.


                  Section 9.3 Forfeitures on Termination of Employment.

                  Upon the termination of employment of a Participant or Former
Participant for any reason other than death, Disability or Retirement, that
portion of the balance credited to his Account which is not vested at the date
of such termination shall be forfeited as of the last Valuation Date for the
Plan Year in which such termination of employment occurs. The proceeds of such
forfeitures, less amounts, if any, required to be credited because of
re-employment pursuant to section 9.4, shall be treated as Forfeitures and shall
be disposed of as provided in section 9.5.


                  Section 9.4 Amounts Credited Upon Re-Employment.

                  If an Employee forfeited any amount of the balance credited to
his Account upon his termination of employment, and is re-employed by any
Affiliated Employer prior to the occurrence of five consecutive One-Year Breaks
in Service, then:

                  (i) an amount equal to the Fair Market Value of the Shares
         forfeited, determined as of the date of forfeiture; and

                  (ii) the amount credited to his General Investment Account
         that was forfeited, determined as of the date of forfeiture;

                                      -21-

<PAGE>

shall be credited back to his Account from the proceeds of Forfeitures which are
redeemed pursuant to section 9.3 during the Plan Year in which he is
re-employed, unless such proceeds are insufficient, in which case his
Participating Employer shall make an additional contribution in the amount of
such deficiency; provided, however, that if an Employee receives a distribution
of all or any portion of his vested Account on or before the last day of the
second Plan Year to end after his termination of employment, such credit back
shall not be required unless such Employee repays to the Plan the entire amount
of the distribution (without interest) on or before the fifth (5th) anniversary
of his re-employment or (if earlier) the occurrence following his re-employment
of a Break in Service.


                  Section 9.5 Allocation of Forfeitures.

                  Any Forfeitures that occur during a Plan Year shall be used to
reduce the contributions required of the Employer under the Plan in the next
Plan Year and shall be treated as Loan Repayment Contributions and Discretionary
Contributions in the proportions designated by the Committee in accordance with
Article V.

                                    ARTICLE X

                                 THE TRUST FUND


                  Section 10.1      The Trust Fund.

                  The Trust Fund shall be held and invested under the Trust
Agreement with the Trustee. The provisions of the Trust Agreement shall vest
such powers in the Trustee as to investment, control and disbursement of the
Trust Fund, and such other provisions not inconsistent with the Plan, including
provision for the appointment of one or more "investment managers" within the
meaning of section 3(38) of ERISA to manage and control (including acquiring and
disposing of) all or any of the assets of the Trust Fund, as the Board may from
time to time authorize. Except as required by ERISA, no bond or other security
shall be required of any Trustee at any time in office.


                  Section 10.2 Investments.

                  Except to the extent provided to the contrary in section 10.3,
the Trust Fund shall be invested in:

                  (i) Shares;

                  (ii) such Investment Funds as may be established from time to
         time by the Committee; and

                  (iii) such other investments as may be permitted under the
         Trust Agreement;

                                      -22-

<PAGE>

in such proportions as shall be determined by the Committee or, if so provided
under the Trust Agreement, as directed by one or more investment managers or by
the Trustee, in its discretion; provided, however, that the investments of the
Trust Fund shall consist primarily of Shares. Notwithstanding the immediately
preceding sentence, the Trustee may temporarily invest the Trust Fund in
short-term obligations of, or guaranteed by, the United States Government or an
agency thereof, or may retain uninvested, or sell investments to provide,
amounts of cash required for purposes of the Plan.


                  Section 10.3 Distributions for Diversification of Investments.

                  (a) Notwithstanding section 10.2, each Qualified Participant
         may:

                  (i) during the first 90 days of each of the first five Plan
         Years to begin after the Plan Year in which he first becomes a
         Qualified Participant, elect that such percentage of the balance
         credited to his Account as he may specify, but in no event more than
         25% of the balance credited to his Account, be either distributed to
         him pursuant to this section 10.3(a)(i) or transferred to the SBERA
         401(k) Plan Adopted by Westfield Bank to the extent permitted by such
         plan, no later than 90 days after the last day that such election may
         be made; and

                  (ii) during the first 90 days of the sixth Plan Year to begin
         after the Plan Year in which he first becomes a Qualified Participant
         or of any Plan Year thereafter, elect that such percentage of the
         balance credited to his Account as he may specify, but in no event more
         than 50% of the balance credited to his Account, be either distributed
         to him pursuant to this section 10.3(a)(ii) or transferred to the SBERA
         401(k) Plan Adopted by Westfield Bank to the extent permitted by such
         plan, no later than 90 days after the last day that such election may
         be made.

For purposes of an election under this section 10.3, the balance credited to a
Participant's Account shall be the balance credited to his Account determined as
of the last Valuation Date to occur in the Plan Year immediately preceding the
Plan Year in which such election is made and the 25% and 50% limitations shall
apply to such balance after the balance has been reduced by the amount of all
amounts distributed or transferred to the SBERA 401(k) Plan Adopted by Westfield
Bank under this section 10.3.

                  (b) An election made under section 10.3(a) shall be made in
writing, in the form and manner prescribed by the Plan Administrator, and shall
be filed with the Plan Administrator during the election period specified in
section 10.3(a). As soon as is practicable, and in no case later than 90 days
following the end of the election period during which such election is made, the
Plan Administrator shall take such actions as are necessary to cause the
specified percentage of the balance credited to the Account of the Qualified
Participant making the election to be distributed to such Qualified Participant.

                  (c) An election made under section 10.3(a) may be changed or
revoked at any time during the election period described in section 10.3(a)
during which it is initially made. In no event, however, shall any election
under this section 10.3 result in more than 25% of the balance credited to the
Participant's Account being distributed to the Participant or transferred to the
SBERA 401(k) Plan Adopted by Westfield Bank, if such election is made during a
Plan Year to which

                                      -23-

<PAGE>

section 10.3(a)(i) applies, or result in more than 50% of the balance
distributed to the Participant or transferred to the SBERA 401(k) Plan Adopted
by Westfield Bank, if such election is made during the Plan Year to which
section 10.3(a)(ii) applies or thereafter.


                  Section 10.4 Use of Commingled Trust Funds.

                  Subject to the provisions of the Trust Agreement, amounts held
in the Trust Fund may be invested in:

                  (a) any commingled or group trust fund described in section
         401(a) of the Code and exempt under section 501(a) of the Code; or

                  (b) any common trust fund exempt under section 584 of the Code
         maintained exclusively for the collective investment of the assets of
         trusts that are exempt under section 501(a) of the Code; provided that
         the trustee of such commingled, group or common trust fund is a bank or
         trust company.


                  Section 10.5 Management and Control of Assets.

                  All assets of the Plan shall be held by the Trustee in trust
for the exclusive benefit of Participants, Former Participants and their
Beneficiaries. No part of the corpus or income of the Trust Fund shall be used
for, or diverted to, purposes other than for the exclusive benefit of
Participants, Former Participants and their Beneficiaries, and for defraying
reasonable administrative expenses of the Plan and Trust Fund. No person shall
have any interest in or right to any part of the earnings of the Trust Fund, or
any rights in, to or under the Trust Fund or any part of its assets, except to
the extent expressly provided in the Plan.


                                   ARTICLE XI

                    VALUATION OF INTERESTS IN THE TRUST FUND


                  Section 11.1 Establishment of Investment Accounts.

                  The Plan Administrator shall establish, or cause to be
established, for each person for whom an Account is maintained a Share
Investment Account and a General Investment Account. Such Share Investment
Accounts and General Investment Accounts shall be maintained in accordance with
this Article XI.


                  Section 11.2 Share Investment Accounts.

                  The Share Investment Account established for a person in
accordance with section 11.1 shall be credited with: (a) all Shares allocated to
such person's Account; (b) all Shares purchased with amounts of money or
property allocated to such person's Account; (c) all dividends paid in the form
of Shares with respect to Shares credited to his Account; and (d) all Shares
purchased

                                      -24-

<PAGE>

with amounts credited to such person's General Investment Account.
Such Share Investment Account shall be charged with all Shares that are sold or
exchanged to acquire other investments or to provide cash and with all Shares
that are distributed in kind.


                  Section 11.3 General Investment Accounts.

                  The General Investment Account that is established for a
person in accordance with section 11.1 shall be credited with: (a) all amounts,
other than Shares, allocated to such person's Account; (b) all dividends paid in
a form other than Shares with respect to Shares credited to such person's Share
Investment Account; (c) the proceeds of any sale of Shares credited to such
person's Share Investment Account; and (d) any earnings attributable to amounts
credited to such person's General Investment Account. Such General Investment
Account shall be charged with all amounts credited thereto that are applied to
the purchase of Shares, any losses or depreciation attributable to amounts
credited thereto, any expenses allocable thereto and any distributions of
amounts credited thereto.


                  Section 11.4 Valuation of Investment Accounts.

                  (a) The Plan Administrator shall determine, or cause to be
determined, the aggregate value of each person's Share Investment Account as of
each Valuation Date by multiplying the number of Shares credited to such Share
Investment Account on such Valuation Date by the Fair Market Value of a Share on
such Valuation Date.

                  (b) As of each Valuation Date, the Accounts of each
Participant shall be separately adjusted to reflect their proportionate share of
any appreciation or depreciation in the fair market value of the Investment
Funds, any income earned by the Investment Funds and any expenses incurred by
the Investment Funds, as well as any contributions, withdrawals or distributions
and investment transfers not posted as of the last Valuation Date.


                  Section 11.5 Annual Statements.

                  There shall be furnished, by mail or otherwise, at least once
in each Plan Year to each person who would then be entitled to receive all or
part of the balance credited to any Account if the Plan were then terminated, a
statement of his interest in the Plan as of such date as shall be selected by
the Plan Administrator, which statement shall be deemed to have been accepted as
correct and be binding on such person unless the Plan Administrator receives
written notice to the contrary within 30 days after the statement is mailed or
furnished to such person.

                                      -25-

<PAGE>

                                   ARTICLE XII

                                     SHARES


                  Section 12.1 Specific Allocation of Shares.

                  All Shares purchased under the Plan shall be specifically
allocated to the Share Investment Accounts of Participants, Former Participants
and their Beneficiaries in accordance with section 11.2, with the exception of
Financed Shares, which shall be allocated to the Loan Repayment Account.


                  Section 12.2 Dividends.

                  (a) Dividends paid with respect to Shares held under the Plan
shall be credited to the Loan Repayment Account, if paid with respect to
Financed Shares. Such dividends shall be: (i) applied to the payment of
principal and accrued interest with respect to any Share Acquisition Loan, if
paid in cash; or (ii) held in the Loan Repayment Account as Financed Shares for
release in accordance with section 6.4, if paid in the form of Shares.

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


                  Section 12.3 Voting Rights.

                  (a) Each person shall direct the manner in which all voting
rights appurtenant to Shares allocated to his Share Investment Account will be
exercised, provided that such Shares were allocated to his Share Investment
Account as of the applicable record date. Such person shall, for such purpose,
be deemed a "named fiduciary" within the meaning of section 402(a)(2) of ERISA.
Such a direction shall be given by completing and filing with the inspector of
elections, the Trustee or such other person who shall be independent of the
Participating Employers as the Committee shall designate, at least 10 days prior
to the date of the meeting of holders of Shares at which such voting rights will
be exercised, a written direction in the form and manner prescribed by the
Committee. The inspector of elections, the Trustee or such other person
designated by the Committee shall tabulate the directions given on a strictly
confidential basis, and shall provide the Committee with only the final results
of the tabulation. The final results of the tabulation shall be followed by the
Committee in directing the Trustee as to the manner in which such voting rights
shall be exercised. The Plan Administrator shall make a reasonable effort to
furnish, or cause to be furnished, to each person for whom a Share Investment
Account is maintained all annual reports, proxy materials and

                                      -26-

<PAGE>

other information known by the Plan Administrator to have been furnished by the
issuer of the Shares, or by any solicitor of proxies, to the holders of Shares.

                  (b) To the extent that any person shall fail to give
instructions with respect to the exercise of voting rights appurtenant to Shares
allocated to his Share Investment Account:

                  (i) the Trustee shall, with respect to each matter to be voted
         upon: (A) cast a number of affirmative votes equal to the product of
         (I) the number of allocated Shares for which no written instructions
         have been given, multiplied by (II) a fraction, the numerator of which
         is the number of allocated Shares for which affirmative votes will be
         cast in accordance with written instructions given as provided in
         section 12.3(a) and the denominator of which is the aggregate number of
         affirmative and negative votes which will be cast in accordance with
         written instructions given as aforesaid, and (B) cast a number of
         negative votes equal to the excess (if any) of (I) the number of
         allocated Shares for which no written instructions have been given over
         (II) the number of affirmative votes being cast with respect to such
         allocated Shares pursuant to section 12.3(b)(i)(A); or

                  (ii) if the Trustee shall determine that it may not,
         consistent with its fiduciary duties, vote the allocated Shares for
         which no written instructions have been given in the manner described
         in section 12.3(b)(i), it shall vote such Shares in such manner as it,
         in its discretion, may determine to be in the best interests of the
         persons to whose Share Investment Accounts such Shares have been
         allocated.

                  (c) (i) The voting rights appurtenant to Financed Shares shall
be exercised as follows with respect to each matter as to which holders of
Shares may vote:

                           (A) a number of votes equal to the product of (I) the
                  total number of votes appurtenant to Financed Shares allocated
                  to the Loan Repayment Account on the applicable record date;
                  multiplied by (II) a fraction, the numerator of which is the
                  total number of affirmative votes cast by Participants, Former
                  Participants and the Beneficiaries of deceased Former
                  Participants with respect to such matter pursuant to section
                  12.3(a) and the denominator of which is the total number of
                  affirmative and negative votes cast by Participants, Former
                  Participants and the Beneficiaries of deceased Former
                  Participants, shall be cast in the affirmative; and

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

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

                  (ii) If voting rights are to be exercised with respect to
         Financed Shares as provided in section 12.3(c)(i)(A) and (B) at a time
         when there are no Shares allocated to the Share Investment Accounts of
         Participants, Former Participants and the Beneficiaries of de-

                                      -27-

<PAGE>

         ceased Former Participants, then the voting rights appurtenant to
         Financed Shares shall be exercised as follows with respect to each
         matter as to which holders of Shares may vote:

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

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

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

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

                  Section 12.4 Tender Offers.

                  (a) Each person shall direct whether Shares allocated to his
Share Investment Account will be delivered in response to any Tender Offer. Such
person shall, for such purpose, be deemed a "named fiduciary" within the meaning
of section 402(a)(2) of ERISA. Such a direction shall be given by completing and
filing with the Trustee or such other person who shall be independent of the
Participating Employers as the Committee shall designate, at least 10 days prior
to the latest date for exercising a right to deliver Shares pursuant to such
Tender Offer, a written direction in the form and manner prescribed by the
Committee. The Trustee or other person designated by the Committee shall
tabulate the directions given on a strictly confidential basis, and shall
provide the Committee with only the final results of the tabulation. The final
results of the tabulation shall be followed by the Committee in directing the
number of Shares to be delivered. The Plan Administrator shall make a reasonable
effort to furnish, or cause to be furnished, to each person for whom a Share
Investment Account is maintained, all information known by the Plan
Administrator to have been furnished by the issuer or by or on behalf of any
person making such Tender Offer, to the holders of Shares in connection with
such Tender Offer.

                  (b) To the extent that any person shall fail to give
instructions with respect to Shares allocated to his Share Investment Account:

                  (i) the Trustee shall (A) tender or otherwise offer for
         purchase, exchange or redemption a number of such Shares equal to the
         product of (I) the number of

                                      -28-

<PAGE>

         allocated Shares for which no written instructions have been given,
         multiplied by (II) a fraction, the numerator of which is the number of
         allocated Shares tendered or otherwise offered for purchase, exchange
         or redemption in accordance with written instructions given as provided
         in section 12.4(a) and the denominator of which is the aggregate number
         of allocated Shares for which written instructions have been given as
         aforesaid, and (B) withhold a number of Shares equal to the excess (if
         any) of (I) the number of allocated Shares for which no written
         instructions have been given over (II) the number of Shares being
         tendered or otherwise offered pursuant to section 12.4(b)(i)(A); or

                  (ii) if the Trustee shall determine that it may not,
         consistent with its fiduciary duties, exercise the tender or other
         rights appurtenant to allocated Shares for which no written
         instructions have been given in the manner described in section
         12.4(b)(i), it shall tender, or otherwise offer, or withhold such
         Shares in such manner as it, in its discretion, may determine to be in
         the best interests of the persons to whose Share Investment Accounts
         such Shares have been allocated.

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

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

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

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

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

                                      -29-

<PAGE>

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

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

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

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


                                  ARTICLE XIII

                               PAYMENT OF BENEFITS


                  Section 13.1 In General.

                  The balance credited to a Participant's or Former
Participant's Account under the Plan shall be paid only at the times, to the
extent, in the manner and to the persons provided in this Article XIII.


                  Section 13.2 Designation of Beneficiaries.

                  (a) Subject to section 13.2(b), any person entitled to a
benefit under the Plan may designate a Beneficiary to receive any amount to
which he is entitled that remains undistributed on the date of his death. Such
person shall designate his Beneficiary (and may change or revoke any such
designation) in writing in the form and manner prescribed by the Plan
Administrator. Such designation, and any change or revocation thereof, shall be
effective only if received by the Plan Administrator prior to such person's
death and shall become irrevocable upon such person's death.

                                      -30-

<PAGE>

                  (b) A Participant or Former Participant who is married shall
automatically be deemed to have designated his spouse as his Beneficiary,
unless, prior to the time such designation would, under section 13.2(a), become
irrevocable:

                  (i) the Participant or Former Participant designates an
         additional or a different Beneficiary in accordance with this section
         13.2; and

                  (ii) (A) the spouse of such Participant or Former Participant
         consents to such designation in a writing that acknowledges the effect
         of such consent and is witnessed by a Plan representative or a notary
         public; or (B) the spouse of such Participant or Former Participant has
         previously consented to such designation by signing a written waiver of
         any right to consent to any designation made by the Participant or
         Former Participant, and such waiver acknowledged the effect of the
         waiver and was witnessed by a Plan representative or a notary public;
         or (C) it is established to the satisfaction of a Plan representative
         that the consent required under section 13.2(b)(ii)(A) may not be
         obtained because such spouse cannot be located or because of other
         circumstances permitted under regulations issued by the Secretary of
         the Treasury.

                  (c) In the event that a Beneficiary entitled to payments
hereunder shall die after the death of the person who designated him but prior
to receiving payment of his entire interest in the Account of the person who
designated him, then such Beneficiary's interest in the Account of such person,
or any unpaid balance thereof, shall be paid as provided in section 13.3 to the
Beneficiary who has been designated by the deceased Beneficiary, or if there is
none, to the executor or administrator of the estate of such deceased
Beneficiary, or if no such executor or administrator is appointed within such
time as the Plan Administrator, in his sole discretion, shall deem reasonable,
to such one or more of the spouse and descendants and blood relatives of such
deceased Beneficiary as the Plan Administrator may select. If a person entitled
to a benefit under the Plan and any of the Beneficiaries designated by him shall
die in such circumstances that there shall be substantial doubt as to which of
them shall have been the first to die, for all purposes of the Plan, the person
who made the Beneficiary designation shall be deemed to have survived such
Beneficiary.

                  (d) If no Beneficiary survives the person entitled to the
benefit under the Plan or if no Beneficiary has been designated by such person,
such benefit shall be paid to the executor or administrator of the estate of
such person, or if no such executor or administrator is appointed within such
time as the Plan Administrator, in his sole discretion, shall deem reasonable,
to such one or more of the spouse and descendants and blood relatives of such
deceased person as the Plan Administrator may select.


                  Section 13.3 Distributions to Participants.

                  (a) Except as provided in section 13.5, the vested portion of
the balance credited to a Former Participant's Account shall be distributed to
him in a single distribution as of the last Valuation Date to occur in the Plan
Year in which he terminates employment with all Affiliated Employers or the Plan
Year in which he attains age 65, whichever is later; provided, however, that if
the Former Participant elects, at such time and in such manner as the Plan
Administrator may prescribe, that distribution be made as of an earlier
Valuation Date that coincides with or follows his

                                      -31-

<PAGE>

termination of employment with all Affiliated Employers, distribution shall be
made as of such earlier Valuation Date and if the entire vested balance credited
to a Former Participant's Accounts is not more than $5,000 (or such other amount
as may be prescribed pursuant to section 417(e) of the Code) then the full
vested amount shall be paid as of the earliest practicable Valuation Date
following his termination of employment. The actual distribution shall be made
within sixty days after the applicable Valuation Date.

                  (b) In the event of the death of a Participant or Former
Participant before the date of actual distribution of the vested portion of the
balance credited to his Account, such vested portion shall be distributed to his
Beneficiary in a single distribution as of the first Valuation Date to occur
following the latest of (i) the date on which the Plan Administrator is notified
of the Participant's or Former Participant's death; and (ii) the date on which
the Plan Administrator determines the identity and location of the Participant's
or Former Participant's Beneficiary or Beneficiaries. The actual distribution
shall be made within sixty days after the applicable Valuation Date.

                  Section 13.4      Manner of Payment.

                  Distributions made pursuant to section 13.3 or section 13.5
shall be made in the maximum number of whole Shares that are available, plus, if
necessary, an amount of money equal to any remaining amount of the distribution
that is less than the Fair Market Value of a whole Share.

                  Section 13.5      Minimum Required Distributions.

                  (a) Required minimum distributions of a Participant's or
Former Participant's Account shall commence no later than:

                  (i) if the Participant or Former Participant was not a Five
         Percent Owner at any time during the Plan Year ending in the calendar
         year in which he attained age 70 1/2, during any of the four preceding
         Plan Years or during any subsequent years, the later of (A) the
         calendar year in which he attains or attained age 70 1/2 or (B) the
         calendar year in which he terminates employment with all Affiliated
         Employers; or

                  (ii) if the Participant or Former Participant attains age
         70 1/2 after December 31, 1998 and is or was a Five Percent Owner at
         any time during the Plan Year ending in the calendar year in which he
         attained age 70 1/2, during any of the four preceding Plan Years or
         during any subsequent years, the later of (A) the calendar year in
         which he attains age 70 1/2 or (B) the calendar year in which he first
         becomes a Five Percent Owner.

                  (b) The required minimum distributions contemplated by section
13.5(a) shall be made as follows:

                  (i) The minimum required distribution to be made for the
         calendar year for which the first minimum distribution is required
         shall be no later than April 1st of the immediately following calendar
         year and shall be equal to the quotient obtained by dividing (A) the
         vested balance credited to the Participant's or Former

                                      -32-

<PAGE>

         Participant's Account as of the last Valuation Date to occur in the
         calendar year immediately preceding the calendar year in which the
         first minimum distribution is required (adjusted to account for any
         additions thereto or subtractions therefrom after such Valuation Date
         but on or before December 31st of such calendar year); by (B) the
         Participant's or Former Participant's life expectancy (or, if his
         Beneficiary is a Designated Beneficiary, the joint life and last
         survivor expectancy of him and his Beneficiary); and

                  (ii) the minimum required distribution to be made for each
         calendar year following the calendar year for which the first minimum
         distribution is required shall be made no later than December 31st of
         the calendar year for which the distribution is required and shall be
         equal to the quotient obtained by dividing (A) the vested balance
         credited to the Participant's or Former Participant's Account as of the
         last Valuation Date to occur in the calendar year prior to the calendar
         year for which the distribution is required (adjusted to account for
         any additions thereto or subtractions therefrom after such Valuation
         Date but on or before December 31st of such calendar year and, in the
         case of the distribution for the calendar year immediately following
         the calendar year for which the first minimum distribution is required,
         reduced by any distribution for the prior calendar year that is made in
         the current calendar year); by (B) the Participant's or Former
         Participant's life expectancy (or, if his Beneficiary is a Designated
         Beneficiary, the joint life and last survivor expectancy of him and his
         Beneficiary).

For purposes of this section 13.5, the life expectancy of a Participant or
Former Participant (or the joint life and last survivor expectancy of a
Participant or Former Participant and his Designated Beneficiary) for the
calendar year in which the Participant or Former Participant attains age 70 1/2
shall be determined on the basis of Tables V and VI, as applicable, of section
1.72-9 of the Income Tax Regulations as of the Participant's or Former
Participant's and Beneficiary's birthday in such year. Such life expectancy or
joint life and last survivor expectancy for any subsequent year shall be equal
to the excess of (1) the life expectancy or joint life and last survivor
expectancy for the year in which the Participant or Former Participant attains
age 70 1/2, over (2) the number of whole years that have elapsed since the
Participant or Former Participant attained age 70 1/2.

                  (c) Payment of the distributions required to be made to a
Participant or Former Participant under this section 13.5 shall be made in
accordance with section 13.4.

                  Section 13.6 Direct Rollover of Eligible Rollover
                               Distributions.

                  (a) A Distributee may elect, at the time and in the manner
prescribed by the Plan Administrator, to have any portion of an Eligible
Rollover Distribution paid directly to an Eligible Retirement Plan specified by
the Distributee in a Direct Rollover.

                  (b) The following rules shall apply with respect to Direct
Rollovers made pursuant to this section 13.6:

                  (i) A Distributee may only elect to make a Direct Rollover of
         an Eligible Rollover Distribution if such Eligible Rollover
         Distribution (when combined with

                                      -33-

<PAGE>

         other Eligible Rollover Distributions made or to be made in the same
         calendar year) is reasonably expected to be at least $200;

                  (ii) If a Distributee elects a Direct Rollover of a portion of
         an Eligible Rollover Distribution, that portion must be equal to at
         least $500; and

                  (iii) A Distributee may not divide his or her Eligible
         Rollover Distribution into separate distributions to be transferred to
         two or more Eligible Retirement Plans.

                  (c) For purposes of this section 13.6 and any other applicable
section of the Plan, the following definitions shall have the following
meanings:

                  (i) Direct Rollover means a payment by the Plan to the
         Eligible Retirement Plan specified by the Distributee.

                  (ii) Distributee means an Employee or former Employee. In
         addition, the Employee's or former Employee's surviving spouse and the
         Employee's spouse or former spouse who is the alternate payee under a
         Qualified Domestic Relations Order are considered Distributees with
         regard to the interest of the spouse or former spouse.

                  (iii) Eligible Retirement Plan means an individual retirement
         account described in section 408(a) of the Code, an individual
         retirement annuity described in section 408(b) or the Code, an annuity
         plan described in section 403(a) of the Code, or a qualified trust
         described in section 401(a) of the Code that accepts the Distributee's
         Eligible Rollover Distribution. However, in the case of an Eligible
         Rollover Distribution to the current or former spouse who is the
         alternative payee under a Qualified Domestic Relations Order or to a
         surviving spouse, an Eligible Retirement Plan is an individual
         retirement account or individual retirement annuity.

                  (iv) Eligible Rollover Distribution means any distribution of
         all or any portion of the balance to the credit of the Distributee,
         except that an Eligible Rollover Distribution does not include: any
         distribution that is one of a series of substantially equal periodic
         payments (not less frequently than annually) made for the life (or life
         expectancy) of the Distributee or the joint lives (or joint life
         expectancies) of the Distributee's designated Beneficiary, or for a
         specified period of ten (10) years or more; any distribution to the
         extent such distribution is required under section 401(a)(9) of the
         Code; and the portion of any distribution that is not includible in
         gross income (determined without regard to the exclusion for net
         unrealized appreciation with respect to employer securities).

                  Section 13.7 Valuation of Shares Upon Distribution.

                  Notwithstanding any contrary provision in this Article XIII,
in the event that all or a portion of a payment of a distribution is to be made
in cash, the recipient shall only be entitled to receive the proceeds of the
Shares allocated to his Account that are sold in connection with such
distribution and which are valued as of the date of such sale.

                                      -34-

<PAGE>

                  Section 13.8 Put Options.

                  (a) Subject to section 13.8(c) and except as provided
otherwise in section 13.8(b), each Participant or Former Participant to whom
Shares are distributed under the Plan, each Beneficiary of a deceased
Participant or Former Participant, including the estate of a deceased
Participant or Former Participant, to whom Shares are distributed under the
Plan, and each person to whom such a Participant, Former Participant or
Beneficiary gives Shares that have been distributed under the Plan shall have
the right to require Westfield Financial, Inc. to purchase from him all or any
portion of such Shares. A person shall exercise such right by delivering to
Westfield Financial, Inc. a written notice, in such form and manner as Westfield
Financial, Inc. may by written notice to such person prescribe, setting forth
the number of Shares to be purchased by Westfield Financial, Inc., the number of
the stock certificate evidencing such person's ownership of such Shares, and the
effective date of the purchase. Such notice shall be given at least 30 days in
advance of the effective date of purchase, and the effective date of purchase
specified therein shall be, either within the 60 day period that begins on the
date on which the Shares to be purchased by Westfield Financial, Inc. were
distributed from the Plan or within the 60 day period that begins on the first
day of the Plan Year immediately following the Plan Year in which the Shares to
be purchased by Westfield Financial, Inc. are distributed from the Plan. As soon
as practicable following its receipt of such a notice, Westfield Financial, Inc.
shall take such actions as are necessary to purchase the Shares specified in
such notice at a price per Share equal to the Fair Market Value of a Share
determined as of the Valuation Date coincident with or immediately preceding the
effective date of the purchase.

                  (b) Westfield Financial, Inc. shall have no obligation to
purchase any Share (i) pursuant to a notice that is not timely given, or on an
effective date of purchase that is not within the periods prescribed in section
13.8(a), or (ii) during a period in which Shares are publicly traded on an
established market.

                  Section 13.9 Right of First Refusal.

                  (a) For any period during which Shares are not publicly traded
on an established market, no person who owns Shares that were distributed from
the Plan, other than a person to whom such Shares were sold in compliance with
this section 13.9, shall sell such Shares to any person other than Westfield
Financial, Inc. without first offering to sell such Shares to Westfield
Financial, Inc. in accordance with this section 13.9.

                  (b) In the event that a person to whom this section 13.9
applies shall receive and desire to accept from a person other than Westfield
Financial, Inc. an offer to purchase Shares to which this section 13.9 applies,
he shall furnish to Westfield Financial, Inc. a written notice which shall:

                  (i) include a copy of such offer to purchase;

                  (ii) offer to sell to Westfield Financial, Inc. the Shares
         subject to such offer to purchase at a price per Share that is equal to
         the greater of:

                           (A) the price per Share specified in such offer to
                  purchase; or

                                      -35-

<PAGE>

                           (B) the Fair Market Value of a Share as of the
                  Valuation Date coincident with or immediately preceding the
                  date of such notice;

         and otherwise upon the same terms and conditions as those specified in
         such offer to purchase; and

                  (iii) include an indication of his intention to accept such
         offer to purchase if Westfield Financial, Inc. does not accept his
         offer to sell.

Such person shall refrain from accepting such offer to purchase for a period of
fourteen days following the date on which such notice is given.

                  (c) Westfield Financial, Inc. shall have the right to purchase
the Shares covered by the offer to sell contained in a notice given pursuant to
section 13.9(b), on the terms and conditions specified in such notice, by
written notice given to the party making the offer to sell not later than the
fourteenth day after the notice described in section 13.9(b) is given. If
Westfield Financial, Inc. does not give such a notice during the prescribed
fourteen day period, then the person owning such Shares may accept the offer to
purchase described in the notice.

                                   ARTICLE XIV

                                CHANGE IN CONTROL

                  Section 14.1 Definition of Change in Control; Pending Change
                               in Control.

                  (a) A Change in Control shall be deemed to have occurred upon
the happening of any of the following events:

                  (i) any event upon which any "person" (as such term is used in
         sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as
         amended), other than (A) a trustee or other fiduciary holding
         securities under any employee benefit plan maintained for the benefit
         of employees of Westfield Financial, Inc.; (B) a corporation owned,
         directly or indirectly, by the stockholders of Westfield Financial,
         Inc. in substantially the same proportions as their ownership of stock
         of Westfield Financial, Inc.; or (C) any group constituting a person in
         which employees of Westfield Financial, Inc. are substantial members,
         becomes the "beneficial owner" (as defined in Rule 13d-3 promulgated
         under the Exchange Act), directly or indirectly, of securities issued
         by Westfield Financial, Inc. representing 25% or more of the combined
         voting power of all of Westfield Financial, Inc. 's then outstanding
         securities; or

                  (ii) any event upon which the individuals who on the Effective
         Date were members of the Board of Directors of Westfield Financial,
         Inc. together with individuals whose election by such Board or
         nomination for election by Westfield Financial, Inc.'s stockholders was
         approved by the affirmative vote of at least two-thirds of the members
         of such Board then in office who were either members of such

                                      -36-

<PAGE>

     Board on the Effective Date or whose nomination or election was previously
     so approved, cease for any reason to constitute a majority of the
     members of such Board, but excluding, for this purpose, any such
     individual whose initial assumption of office is in connection with an
     actual or threatened election contest relating to the election of
     directors of Westfield Financial, Inc. (as such terms are used in Rule
     14a-11 of Regulation 14A promulgated under the Securities Exchange Act
     of 1934)as amended; or

                  (iii) the consummation of either:

                           (A) a merger or consolidation of Westfield Financial,
                  Inc. with any other corporation, other than a merger or
                  consolidation following which both of the following conditions
                  are satisfied:

                                    (I) either (1) the members of the Board of
                           Directors of Westfield Financial, Inc. immediately
                           prior to such merger or consolidation constitute at
                           least a majority of the members of the governing body
                           of the institution resulting from such merger or
                           consolidation; or (2) the shareholders of Westfield
                           Financial, Inc. own securities of the institution
                           resulting from such merger or consolidation
                           representing 60% or more of the combined voting power
                           of all such securities then outstanding in
                           substantially the same proportions as their ownership
                           of voting securities of Westfield Financial, Inc.
                           before such merger or consolidation; and

                                    (II) the entity which results from such
                           merger or consolidation expressly agrees in writing
                           to assume and perform Westfield Financial, Inc.'s
                           obligations under the Plan; or

                           (B) a complete liquidation of Westfield Financial,
                  Inc. or an agreement for the sale or disposition by Westfield
                  Financial, Inc. of all or substantially all of its assets; or

                  (iv) any event that would be described in section 16.1 if
         "Westfield Bank" were substituted for "Westfield Financial, Inc."
         therein.

In no event, however, shall the transaction by which Westfield Bank converts
from a mutual institution to a stock institution, or any transaction by which a
company wholly owned by Westfield Bank becomes the parent company of Westfield
Bank, be deemed a Change in Control.

                  (b) A Pending Change of Control shall be deemed to have
         occurred upon the happening of any of the following events:

                  (i) approval by the stockholders of Westfield Financial, Inc.
         of a transaction, or a plan for the consummation of a transaction,
         which, if consummated, would result in a Change in Control;

                                      -37-

<PAGE>

                  (ii) approval by the Board of Directors of Westfield
         Financial, Inc. of a transaction, or a plan for the consummation of a
         transaction, which, if consummated, would result in a Change in
         Control;

                  (iii) the commencement of a tender offer (within the meaning
         of section 14(d)(i) of the Exchange Act, as amended) for securities
         issued by Westfield Financial, Inc., which, if completed, would result
         in a Change in Control;

                  (iv) the furnishing or distribution of a proxy statement or
         other document, whether or not in opposition to management, soliciting
         proxies, consents or authorizations (within the meaning of section 14
         of the Exchange Act) in respect of securities issued by Westfield
         Financial, Inc. in favor of any election, transaction or other action
         which, if effected, would result in a Change in Control; or

                  (v) any event which would be described in Sections 14.1(b)(i),
         (ii), (iii) or (iv) if "Westfield Bank" were substituted for "Westfield
         Financial, Inc." therein.


                  Section 14.2 Vesting on Change of Control.

                  Notwithstanding any other provision of the Plan, upon the
effective date of a Change in Control, the Account of each person who would
then, upon termination of the Plan, be entitled to a benefit, shall be fully
vested and nonforfeitable.

                  Section 14.3 Repayment of Share Acquisition Loan.

                  Notwithstanding any other provision of the Plan, upon the
occurrence of a Change in Control, the Committee shall direct the Trustee to
sell a sufficient number of shares of Stock to repay any outstanding Share
Acquisition Loan, all remaining Shares which had been unallocated (or the
proceeds from the sale thereof, if applicable) shall be allocated among the
accounts of all individuals with undistributed Account balances on the effective
date of such Change in Control. Such allocation of Shares or proceeds shall be
in proportion to the balance credited to their Accounts immediately prior to
such allocation.

                  Section 14.4 Plan Termination After Change in Control.

                  Notwithstanding any other provision of the Plan, after
repayment of the loan and allocation of Shares or proceeds as provided in
Section 14.3, the Plan shall be terminated and all amounts shall be distributed
as soon as practicable.

                  Section 14.5 Amendment of Section XIV.

                  Notwithstanding any other provision of the Plan, this Section
14 of the Plan may not be amended after the earliest date on which a Change in
Control or Pending Change in Control

                                      -38-

<PAGE>

occurs, except (i) to the extent any amendment is required by the Internal
Revenue Service as a condition to the continued treatment of the Plan as a
tax-qualified plan under section 401(a) of the Code or (ii) to the extent that
the Company, in its sole discretion, determines than any such amendment is
necessary in order to permit any transaction to which the Company, and/or its
parent or affiliate, is or proposes to be a party to qualify for "pooling of
interests" accounting treatment.

                                   Article XV

                                 Administration


                  Section 15.1 Named Fiduciaries.

                  The term "Named Fiduciary" shall mean (but only to the extent
of the responsibilities of each of them) the Plan Administrator, the Committee,
the Board and the Trustee. This Article XV is intended to allocate to each Named
Fiduciary the responsibility for the prudent execution of the functions assigned
to him or it, and none of such responsibilities or any other responsibility
shall be shared by two or more of such Named Fiduciaries. Whenever one Named
Fiduciary is required by the Plan or Trust Agreement to follow the directions of
another Named Fiduciary, the two Named Fiduciaries shall not be deemed to have
been assigned a shared responsibility, but the responsibility of the Named
Fiduciary giving the directions shall be deemed his sole responsibility, and the
responsibility of the Named Fiduciary receiving those directions shall be to
follow them insofar as such instructions are on their face proper under
applicable law.

                  Section 15.2 Plan Administrator.

                  There shall be a Plan Administrator, who shall be the Director
of Human Resources of Westfield Bank, or such Employee or officer as may be
designated by the Committee, as hereinafter provided, and who shall, subject to
the responsibilities of the Committee and the Board, have the responsibility for
the day-to-day control, management, operation and administration of the Plan
(except trust duties). The Plan Administrator shall have the following
responsibilities:

                  (a) To maintain records necessary or appropriate for the
         administration of the Plan;

                  (b) To give and receive such instructions, notices,
         information, materials, reports and certifications to the Trustee as
         may be necessary or appropriate in the administration of the Plan;

                  (c) To prescribe forms and make rules and regulations
         consistent with the terms of the Plan and with the interpretations and
         other actions of the Committee;

                  (d) To require such proof of age or evidence of good health of
         an Employee, Participant or Former Participant or the spouse of either,
         or of a Beneficiary as may be necessary or appropriate in the
         administration of the Plan;

                                      -39-

<PAGE>

                  (e) To prepare and file, distribute or furnish all reports,
         plan descriptions, and other information concerning the Plan,
         including, without limitation, filings with the Secretary of Labor and
         communications with Participants, Former Participants and other
         persons, as shall be required of the Plan Administrator under ERISA;

                  (f) To determine any question arising in connection with the
         Plan, and the Plan Administrator's decision or action in respect
         thereof shall be final and conclusive and binding upon the Employer,
         the Trustee, Participants, Former Participants, Beneficiaries and any
         other person having an interest under the Plan; provided, however, that
         any question relating to inconsistency or omission in the Plan, or
         interpretation of the provisions of the Plan, shall be referred to the
         Committee by the Plan Administrator and the decision of the Committee
         in respect thereof shall be final;

                  (g) Subject to the provisions of section 15.5, to review and
         dispose of claims under the Plan filed pursuant to section 15.4;

                  (h) If the Plan Administrator shall determine that by reason
         of illness, senility, insanity, or for any other reason, it is
         undesirable to make any payment to a Participant, Former Participant,
         Beneficiary or any other person entitled thereto, to direct the
         application of any amount so payable to the use or benefit of such
         person in any manner that he may deem advisable or to direct in his
         discretion the withholding of any payment under the Plan due to any
         person under legal disability until a representative competent to
         receive such payment in his behalf shall be appointed pursuant to law;

                  (i) To discharge such other responsibilities or follow such
         directions as may be assigned or given by the Committee or the Board;
         and

                  (j) To perform any duty or take any action which is allocated
         to the Plan Administrator under the Plan.

The Plan Administrator shall have the power and authority necessary or
appropriate to carry out his responsibilities. The Plan Administrator may resign
only by giving at least 30 days' prior written notice of resignation to the
Committee, and such resignation shall be effective on the date specified in such
notice.

                  Section 15.3 Committee Responsibilities.

                  The Committee shall, subject to the responsibilities of the
Board, have the following responsibilities:

                  (a) To review the performance of the Plan Administrator;

                                      -40-

<PAGE>

                  (b) To hear and decide appeals, pursuant to the claims
         procedure contained in section 15.5 of the Plan, taken from the
         decisions of the Plan Administrator;

                  (c) To hear and decide questions, including interpretation of
         the Plan, as may be referred to the Committee by the Plan
         Administrator;

                  (d) To review the performance of the Trustee and such
         investment managers as may be appointed in or pursuant to the Trust
         Agreement in investing, managing and controlling the assets of the
         Plan;

                  (e) To the extent required by ERISA, to establish a funding
         policy and method consistent with the objectives of the Plan and the
         requirements of ERISA, and to review such policy and method at least
         annually;

                  (f) To report and make recommendations to the Board regarding
         changes in the Plan, including changes in the operation and management
         of the Plan and removal and replacement of the Trustee and such
         investment managers as may be appointed in or pursuant to the Trust
         Agreement;

                  (g) To designate an Alternate Plan Administrator to serve in
         the event that the Plan Administrator is absent or otherwise unable to
         discharge his responsibilities;

                  (h) To remove and replace the Plan Administrator or Alternate,
         or both of them, and to fill a vacancy in either office;

                  (i) To the extent provided under and subject to the provisions
         of the Trust Agreement, to appoint "investment managers" as defined in
         section 3(38) of ERISA to manage and control (including acquiring and
         disposing of) all or any of the assets of the Plan;

                  (j) With the prior approval of the Board, to direct the
         Trustee to obtain one or more Share Acquisition Loans;

                  (k) To develop and provide procedures and forms necessary to
         facilitate voting and tendering directions on a confidential basis;

                  (l) To discharge such other responsibilities or follow such
         directions as may be assigned or given by the Board; and

                  (m) To perform any duty or take any action which is allocated
         to the Committee under the Plan.

The Committee shall have the power and authority necessary or appropriate to
carry out its responsibilities.

                                      -41-

<PAGE>

                  Section 15.4 Claims Procedure.

                  Any claim relating to benefits under the Plan shall be filed
with the Plan Administrator on a form prescribed by him. If a claim is denied in
whole or in part, the Plan Administrator shall give the claimant written notice
of such denial, which notice shall specifically set forth:

                  (a) The reasons for the denial;

                  (b) The pertinent Plan provisions on which the denial was
         based;

                  (c) Any additional material or information necessary for the
         claimant to perfect his claim and an explanation of why such material
         or information is needed; and

                  (d) An explanation of the Plan's procedure for review of the
         denial of the claim.

In the event that the claim is not granted and notice of denial of a claim is
not furnished by the 30th day after such claim was filed, the claim shall be
deemed to have been denied on that day for the purpose of permitting the
claimant to request review of the claim.

                  Section 15.5 Claims Review Procedure.

                  Any person whose claim filed pursuant to section 15.4 has been
denied in whole or in part by the Plan Administrator may request review of the
claim by the Committee, upon a form prescribed by the Plan Administrator. The
claimant shall file such form (including a statement of his position) with the
Committee no later than 60 days after the mailing or delivery of the written
notice of denial provided for in section 15.4, or, if such notice is not
provided, within 60 days after such claim is deemed denied pursuant to section
15.4. The claimant shall be permitted to review pertinent documents. A decision
shall be rendered by the Committee and communicated to the claimant not later
than 30 days after receipt of the claimant's written request for review.
However, if the Committee finds it necessary, due to special circumstances (for
example, the need to hold a hearing), to extend this period and so notifies the
claimant in writing, the decision shall be rendered as soon as practicable, but
in no event later than 120 days after the claimant's request for review. The
Committee's decision shall be in writing and shall specifically set forth:

                  (a) The reasons for the decision; and

                  (b) The pertinent Plan provisions on which the decision is
         based.

Any such decision of the Committee shall be binding upon the claimant and the
Employer, and the Plan Administrator shall take appropriate action to carry out
such decision.

                                      -42-

<PAGE>

                  Section 15.6 Allocation of Fiduciary Responsibilities and
                               Employment of Advisors.

                  Any Named Fiduciary may:

                  (a) Allocate any of his or its responsibilities (other than
         trustee responsibilities) under the Plan to such other person or
         persons as he or it may designate, provided that such allocation and
         designation shall be in writing and filed with the Plan Administrator;

                  (b) Employ one or more persons to render advice to him or it
         with regard to any of his or its responsibilities under the Plan; and

                  (c) Consult with counsel, who may be counsel to the Employer.

                  Section 15.7 Other Administrative Provisions.

                  (a) Any person whose claim has been denied in whole or in part
must exhaust the administrative review procedures provided in section 15.5 prior
to initiating any claim for judicial review.

                  (b) No bond or other security shall be required of a member of
the Committee, the Plan Administrator, or any officer or Employee of the
Employer to whom fiduciary responsibilities are allocated by a Named Fiduciary,
except as may be required by ERISA.

                  (c) Subject to any limitation on the application of this
section 15.7(c) pursuant to ERISA, neither the Plan Administrator, nor a member
of the Committee, nor any officer or Employee of the Employer to whom fiduciary
responsibilities are allocated by a Named Fiduciary, shall be liable for any act
of omission or commission by himself or by another person, except for his own
individual willful and intentional malfeasance.

                  (d) The Plan Administrator or the Committee may, except with
respect to actions under section 15.5, shorten, extend or waive the time (but
not beyond 60 days) required by the Plan for filing any notice or other form
with the Plan Administrator or the Committee, or taking any other action under
the Plan.

                  (e) The Plan Administrator or the Committee may direct that
the costs of services provided pursuant to section 15.6, and such other
reasonable expenses as may be incurred in the administration of the Plan, shall
be paid out of the funds of the Plan unless the Employer shall pay them.

                  (f) Any person, group of persons, committee, corporation or
organization may serve in more than one fiduciary capacity with respect to the
Plan.

                  (g) Any action taken or omitted by any fiduciary with respect
to the Plan, including any decision, interpretation, claim denial or review on
appeal, shall be conclusive and binding on all interested parties and shall be
subject to judicial modification or reversal only to the

                                      -43-

<PAGE>

extent it is determined by a court of competent jurisdiction that such action or
omission was arbitrary and capricious and contrary to the terms of the Plan.

                                   ARTICLE XVI

                  AMENDMENT, TERMINATION AND TAX QUALIFICATION

                  Section 16.1 Amendment and Termination by Westfield Financial,
                               Inc.

                  The Participating Employers expect to continue the Plan
indefinitely, but specifically reserve the right, in their sole discretion, at
any time, by appropriate action of their respective boards of directors or other
authorized officials , to amend, in whole or in part, any or all of the
provisions of the Plan and to terminate the Plan at any time. Subject to the
provisions of section 16.2, no such amendment or termination shall permit any
part of the Trust Fund to be used for or diverted to purposes other than for the
exclusive benefit of Participants, Former Participants, Beneficiaries or other
persons entitled to benefits, and no such amendment or termination shall reduce
the accrued benefit of any Participant, Former Participant, Beneficiary or other
person who may be entitled to benefits, without his consent. In the event of a
termination or partial termination of the Plan, or in the event of a complete
discontinuance of the Participating Employer's contributions to the Plan, the
Accounts of each affected person shall forthwith become nonforfeitable and shall
be payable in accordance with the provisions of Article XIII.

                  Section 16.2 Amendment or Termination Other Than by Westfield
                               Financial, Inc.

                  In the event that a corporation or trade or business other
than Westfield Financial, Inc. shall adopt this Plan, such corporation or trade
or business shall, by adopting the Plan, empower Westfield Financial, Inc., to
amend or terminate the Plan, insofar as it shall cover employees of such
corporation or trade or business, upon the terms and conditions set forth in
section 16.1; provided, however, that any such corporation or trade or business
may, by action of its board of directors or other governing body, amend or
terminate the Plan, insofar as it shall cover employees of such corporation or
trade or business, at different times and in a different manner. In the event of
any such amendment or termination by action of the board of directors or other
governing body of such a corporation or trade or business, a separate plan shall
be deemed to have been established for the employees of such corporation or
trade or business, and the assets of such plan shall be segregated from the
assets of this Plan at the earliest practicable date and shall be dealt with in
accordance with the documents governing such separate plan.

                  Section 16.3 Conformity to Internal Revenue Code.

                  The Participating Employers have established the Plan with the
intent that the Plan and Trust will at all times be qualified under section
401(a) and exempt under section 501(a) of the Code and with the intent that
contributions under the Plan will be allowed as deductions in comput-

                                      -44-

<PAGE>

ing the net income of the Participating Employers for federal income tax
purposes, and the provisions of the Plan and Trust Agreement shall be construed
to effectuate such intentions. Accordingly, notwithstanding anything to the
contrary hereinbefore provided, the Plan and the Trust Agreement may be amended
at any time without prior notice to Participants, Former Participants,
Beneficiaries or any other persons entitled to benefits, if such amendment is
deemed by the Board to be necessary or appropriate to effectuate such intent.

                  Section 16.4 Contingent Nature of Contributions.

                  (a) All Discretionary Contributions to the Plan are
conditioned upon the issuance by the Internal Revenue Service of a determination
that the Plan and Trust are qualified under section 401(a) of the Code and
exempt under section 501(a) of the Code. If the Participating Employers apply to
the Internal Revenue Service for such a determination within 90 days after the
date on which it files its federal income tax return for its taxable year that
includes the last day of the Plan Year in which the Plan is adopted, and if the
Internal Revenue Service issues a determination that the Plan and Trust are not
so qualified or exempt, all Discretionary Contributions made by the
Participating Employers prior to the date of receipt of such a determination
may, at the election of the Participating Employers, be returned to the
Participating Employers within one year after the date of such determination.

                  (b) All Discretionary Contributions and Loan Repayment
Contributions to the Plan are made upon the condition that such Discretionary
Contributions and Loan Repayment Contributions will be allowed as a deduction in
computing the net income of the Employer for federal income tax purposes. To the
extent that any such deduction is disallowed, the amount disallowed may, at the
election of the Participating Employers, be returned to the Participating
Employers within one year after the deduction is disallowed.

                  (c) Any contribution to the Plan made by the Participating
Employers as a result of a mistake of fact may, at the election of the
Participating Employers, be returned to the Participating Employers within one
year after such contribution is made.

                                  ARTICLE XVII

                     SPECIAL RULES FOR TOP HEAVY PLAN YEARS

                  Section 17.1 In General.

                  As of the Determination Date for each Plan Year, the Plan
Administrator shall determine whether the Plan is a Top Heavy Plan in accordance
with the provisions of this Article XVII. If, as of such Determination Date, the
Plan is a Top Heavy Plan, then the Plan Year immediately following such
Determination Date shall be a Top Heavy Plan Year and the special provisions of
this Article XVII shall be in effect; provided, however, that if, as of the
Determination Date for the Plan Year in which the Effective Date occurs, the
Plan is a Top Heavy Plan, such Plan

                                      -45-

<PAGE>

Year shall be a Top Heavy Plan Year, and the provisions of this Article XVII
shall be given retroactive effect for such Plan Year.

                  Section 17.2 Definition of Top Heavy Plan.

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

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

                  (c) Notwithstanding sections 17.2(a) and 17.2(b), the Plan is
not a Top Heavy Plan if, as of a Determination Date: (i) the Plan is a member of
a Permissible Aggregation Group, and (ii)(A) the sum of the Cumulative Accrued
Benefits of all Key Employees under all plans that are members of the
Permissible Aggregation Group does not exceed 60% of (B) the sum of the
Cumulative Accrued Benefits of all Employees (excluding former Key Employees),
former Employees (excluding former Key Employees and other former Employees who
have not performed any services for the Employer or any Affiliated Employer
during the immediately preceding five Plan Years), and their Beneficiaries under
all plans that are members of the Permissible Aggregation Group.

                  Section 17.3 Determination Date.

                  The Determination Date for the Plan Year in which the
Effective Date occurs shall be the last day of such Plan Year, and the
Determination Date for each Plan Year beginning after the Plan Year in which the
Effective Date occurs shall be the last day of the preceding Plan Year. The
Determination Date for any other qualified plan maintained by the Employer for a
plan year shall be the last day of the preceding plan year of each such plan,
except that in the case of the first plan year of such plan, it shall be the
last day of such first plan year.


                                       46

<PAGE>

                  Section 17.4 Cumulative Accrued Benefits.

                  (a) An individual's Cumulative Accrued Benefits under this
Plan as of a Determination Date are equal to the sum of:

                  (i) the balance credited to such individual's Account under
         this Plan as of the most recent Valuation Date preceding the
         Determination Date;

                  (ii) the amount of any Discretionary Contributions or Loan
         Repayment Contributions made after such Valuation Date but on or before
         the Determination Date; and

                  (iii) the amount of any distributions of such individual's
         Cumulative Accrued Benefits under the Plan during the five year period
         ending on the Determination Date.

For purposes of this section 17.4(a), the computation of an individual's
Cumulative Accrued Benefits, and the extent to which distributions, rollovers
and transfers are taken into account, will be made in accordance with section
416 of the Code and the regulations thereunder.

                  (b) For purposes of this Plan, the term "Cumulative Accrued
Benefits" with respect to any other qualified plan, shall mean the cumulative
accrued benefits determined for purposes of section 416 of the Code under the
provisions of such plans.

                  (c) For purposes of determining the top heavy status of a
Required Aggregation Group or a Permissible Aggregation Group, the Cumulative
Accrued Benefits under this Plan and the Cumulative Accrued Benefits under any
other plan shall be determined as of the Determination Date that falls within
the same calendar year as the Determination Dates for all other members of such
Required Aggregation Group or Permissible Aggregation Group.

                  Section 17.5 Key Employees.

                  (a) For purposes of the Plan, the term Key Employee means any
employee or former employee of the Employer or any Affiliated Employer who is at
any time during the current Plan Year or was at any time during the immediately
preceding four Plan Years:

                  (i) a Five Percent Owner;

                  (ii) a person who would be described in section 1.26 if the
         number "1%" were substituted for the number "5%" in section 1.26 and
         who has an annual Total Compensation from the Employer and any
         Affiliated Employer of more than $160,000;

                  (iii) an Officer of the Employer or any Affiliated Employer
         who has an annual Total Compensation greater than 50% of the amount in
         effect under section 415(b)(1)(A) of the Code for any such Plan Year;
         or

                                       47

<PAGE>

                  (iv) one of the ten persons owning the largest interests in
         the Employer and having an annual Total Compensation from the Employer
         or any Affiliated Employer in excess of the dollar limitation in effect
         under section 415(c)(1)(A) of the Code for such Plan Year.

                  (b) For purposes of section 17.5(a):

                  (i) for purposes of section 17.5(a)(iii), in the event the
         Employer or any Affiliated Employer has more officers than are
         considered Officers, the term Key Employee shall mean those officers,
         up to the maximum number, with the highest annual compensation in any
         one of the five consecutive Plan Years ending on the Determination
         Date; and

                  (ii) for purposes of section 17.5(a)(iv), if two or more
         persons have equal ownership interests in the Employer, each such
         person shall be considered as having a larger ownership interest than
         any such person with a lower annual compensation from the Employer or
         any Affiliated Employer.

                  (c) For purposes of section 17.5(a): (i) a person's
compensation from Affiliated Employers shall be aggregated, but his ownership
interests in Affiliated Employers shall not be aggregated; (ii) an employee
shall only be deemed to be an officer if he has the power and responsibility of
a person who is an officer within the meaning of section 416 of the Code; and
(iii) the term Key Employee shall also include the Beneficiary of a deceased Key
Employee.

                  Section 17.6 Required Aggregation Group.

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

                  Section 17.7 Permissible Aggregation Group.

                  For purposes of this Article XVII, a Permissible Aggregation
Group shall consist of (a) the Required Aggregation Group and (b) any other
qualified plans maintained by the Employer and any Affiliated Employers;
provided, however, that the Permissible Aggregation Group must satisfy the
requirements of sections 401(a)(4) and 410(b) of the Code.

                  Section 17.8 Special Requirements During Top Heavy Plan Years.

                  (a) Notwithstanding any other provision of the Plan to the
contrary, for each Top Heavy Plan Year, in the case of a Participant (other than
a Key Employee) on the last day of such Top Heavy Plan Year who is not also a
participant in another qualified plan which satisfies the minimum contribution
and benefit requirements of section 416 of the Code with respect to such

                                       48

<PAGE>

Participant, the sum of the Discretionary Contributions and Loan Repayment
Contributions made with respect to such Participant, when expressed as a
percentage of his Total Compensation for such Top Heavy Plan Year, shall not be
less than 3% of such Participant's Total Compensation for such Top Heavy Plan
Year or, if less, the highest combined rate, expressed as a percentage of Total
Compensation at which Discretionary Contributions and Loan Repayment
Contributions were made on behalf of a Key Employee for such Top Heavy Plan
Year. The Employer shall make an additional contribution to the Account of each
Participant to the extent necessary to satisfy the foregoing requirement.

                  (b) For any Top Heavy Plan Year beginning before January 1,
2000, the number "1.0" shall be substituted for the number "1.25" in sections
8.2(c)(iii) and 8.2(c)(iv), except that:

                  (i) this section 17.8(b) shall not apply to any individual for
         a Top Heavy Plan Year that is not a Super Top Heavy Plan Year if the
         requirements of section 17.8(a) would be satisfied for such Super Top
         Heavy Plan Year if the number "4%" were substituted for the number 3%
         in section 17.8(a); and

                  (ii) this section 17.8(b) shall not apply to an individual for
         a Top Heavy Plan Year if, during such Top Heavy Plan Year, there are no
         Discretionary Contributions or Loan Repayment Contributions allocated
         to such individual under this Plan, there are no contributions under
         any other qualified defined contribution plan maintained by the
         Employer, and there are no accruals for such individual under any
         qualified defined benefit plan maintained by the Employer.

For purposes of this section 17.8(b), the term Super Top Heavy Plan Year means a
Top Heavy Plan Year in which the Plan would meet the definitional requirements
of sections 17.2(a) or 17.2(b) if the term "90%" were substituted for the term
"60%" in sections 17.2(a), 17.2(b) and 17.2(c).

                                  ARTICLE XVIII

                            MISCELLANEOUS PROVISIONS

                  Section 18.1 Governing Law.

                  The Plan shall be construed, administered and enforced
according to the laws of the Commonwealth of Massachusetts without giving effect
to the conflict of laws principles thereof, except to the extent that such laws
are preempted by federal law.

                  Section 18.2 No Right to Continued Employment.


                  Neither the establishment of the Plan, nor any provisions of
the Plan or of the Trust Agreement establishing the Trust Fund nor any action of
the Plan Administrator, the Committee or the Trustee, shall be held or construed
to confer upon any Employee any right to a continuation of employment by any
Affiliated Employer. Each Affiliated Employer reserves the right to dismiss any

                                      -49-

<PAGE>

Employee or otherwise deal with any Employee to the same extent as though the
Plan had not been adopted.

                  Section 18.3 Construction of Language.

                  Wherever appropriate in the Plan, words used in the singular
may be read in the plural, words used in the plural may be read in the singular,
and words importing the masculine gender may be read as referring equally to the
feminine and the neuter. Any reference to an Article or section number shall
refer to an Article or section of the Plan, unless otherwise indicated.

                  Section 18.4 Headings.

                  The headings of Articles and sections are included solely for
convenience of reference. If there is any conflict between such headings and the
text of the Plan, the text shall control.

                  Section 18.5 Merger with Other Plans.

                  The Plan shall not be merged or consolidated with, nor
transfer its assets or liabilities to, any other plan unless each Participant,
Former Participant, Beneficiary and other person entitled to benefits, would (if
that plan then terminated) receive a benefit immediately after the merger,
consolidation or transfer which is equal to or greater than the benefit he would
have been entitled to receive if the Plan had terminated immediately before the
merger, consolidation or transfer.

                  Section 18.6 Non-alienation of Benefits.

                  (a) Except as provided in section 18.6(b) and (c), the right
to receive a benefit under the Plan shall not be subject in any manner to
anticipation, alienation or assignment, nor shall such right be liable for or
subject to debts, contracts, liabilities or torts. Should any Participant,
Former Participant or other person attempt to anticipate, alienate or assign his
interest in or right to a benefit, or should any person claiming against him
seek to subject such interest or right to legal or equitable process, all the
interest or right of such Participant or Former Participant or other person
entitled to benefits in the Plan shall cease, and in that event such interest or
right shall be held or applied, at the direction of the Plan Administrator, for
or to the benefit of such Participant or Former Participant, or other person or
his spouse, children or other dependents in such manner and in such proportions
as the Plan Administrator may deem proper.

                  (b) This section 18.6 shall not prohibit the Plan
Administrator from recognizing a Domestic Relations Order that is determined to
be a Qualified Domestic Relations Order in accordance with section 18.7.

                                      -50-

<PAGE>

                  (c) Notwithstanding anything in the Plan to the contrary, a
Participant's, Former Participant's or Beneficiary's Accounts under the Plan may
be offset by any amount such Participant, Former Participant or Beneficiary is
required or ordered to pay to the Plan if:

                  (i) the order or requirement to pay arises: (A) under a
         judgment issued on or after August 5, 1997 of conviction for a crime
         involving the Plan; (B) under a civil judgment (including a consent
         order or decree) entered by a court on or after August 5, 1997 in an
         action brought in connection with a violation (or alleged violation) of
         part 4 of subtitle B of title I of ERISA; or (C) pursuant to a
         settlement agreement entered into on or after August 5, 1997 between
         the Participant, Former Participant or Beneficiary and one or both of
         the United States Department of Labor and the Pension Benefit Guaranty
         Corporation in connection with a violation (or alleged violation) of
         part 4 of subtitle B of title I of ERISA by a fiduciary or any other
         person; and

                  (ii) the judgment, order, decree or settlement agreement
         expressly provides for the offset of all or part of the amount ordered
         or required to be paid to the Plan against the Participant's, Former
         Participant's or Beneficiary's benefits under the Plan.

                  Section 18.7 Procedures Involving Domestic Relations Orders.

                  Upon receiving a Domestic Relations Order, the Plan
Administrator shall segregate in a separate account or in an escrow account or
separately account for the amounts payable to any person pursuant to such
Domestic Relations Order, pending a determination whether such Domestic
Relations Order constitutes a Qualified Domestic Relations Order, and shall give
notice of the receipt of the Domestic Relations Order to the Participant or
Former Participant and each other person affected thereby. If, within 18 months
after receipt of such Domestic Relations Order, the Plan Administrator, a court
of competent jurisdiction or another appropriate authority determines that such
Domestic Relations Order constitutes a Qualified Domestic Relations Order, the
Plan Administrator shall direct the Trustee to pay the segregated amounts (plus
any interest thereon) to the person or persons entitled thereto under the
Qualified Domestic Relations Order. If it is determined that the Domestic
Relations Order is not a Qualified Domestic Relations Order or if no
determination is made within the prescribed 18-month period, the segregated
amounts shall be distributed as though the Domestic Relations Order had not been
received, and any later determination that such Domestic Relations Order
constitutes a Qualified Domestic Relations Order shall be applied only with
respect to benefits that remain undistributed on the date of such determination.
The Plan Administrator shall be authorized to establish such reasonable
administrative procedures as he deems necessary or appropriate to administer
this section 18.7. This section 18.7 shall be construed and administered so as
to comply with the requirements of section 401(a)(13) of the Code.

                                      -51-

<PAGE>

                  Section 18.8 Status as an Employee Stock Ownership Plan.

                  It is intended that the Plan constitute an "employee stock
ownership plan," as defined in section 4975(e)(7) of the Code and section
407(d)(6) of ERISA. The Plan shall be construed and administered to give effect
to such intent.

                                      -52-