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                                                                  Exhibit 10.2.2


                                 Fifth Amendment
                                 ---------------

                                       to

                              MASSBANK FOR SAVINGS
                              --------------------

                    EMPLOYEES' STOCK OWNERSHIP PLAN AND TRUST
                    -----------------------------------------

A.   The Trust Agreement dated April 16, 1986 by and between MASSBANK FOR 
SAVINGS, a Massachusetts savings bank having its principal place of business in
Reading, Massachusetts (the "Company"), and State Street Bank and Trust Company,
as previously amended, is hereby amended as follows:

     1.   Effective November 1, 1989, Section 2.09 is hereby amended by adding 
the following to the end thereof:

     "In determining the Compensation of a Member for purposes of this
     compensation limitation, the rules of Section 414(q)(6) of the Code shall
     apply, except that in applying such rules, the term "family" shall include
     only the spouse of the Member and any lineal descendants of the Member that
     have not attained age 19 before the close of the Plan Year. If, as a result
     of the application of such rules the adjusted limitation is exceeded, then
     the limitation shall be pro rated among the affected individuals in
     proportion to each such individual's Compensation as determined under this
     Section prior to the application of this limitation."

     2.   Effective November 1, 1994, Section 2.09 is hereby further amended by
adding the following to the end thereof:

     "In addition to other applicable limitations set forth in the Plan, and
     notwithstanding any other provision of the Plan to the contrary, for Plan
     Years beginning on or after January 1, 1994, the annual Compensation of
     each Employee taken into account under the Plan shall not exceed the OBRA
     '93 annual compensation limit. The OBRA '93 annual compensation limit is
     $150,000, as adjusted by the Commissioner for increases in the cost of
     living in accordance with Section 401(a)(17)(B) of the Code. The
     cost-of-living adjustment in effect for a calendar year applies to any
     period, not exceeding 12 months, beginning in such calendar year over which
     compensation is determined (determination period). If a determination
     period consists of fewer than 12 months, the OBRA '93 annual compensation
     limit will be multiplied by

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     a fraction, the numerator of which is the number of months in the
     determination period, and the denominator of which is 12.

     For Plan Years beginning on or after January 1, 1994, any reference in this
     Plan to the limitation under Section 401(a)(17) of the Code shall mean the
     OBRA '93 annual compensation limit set forth in this provision."

     3.   Effective January 1, 1993, the following Article XV is added 
immediately following the end of Article XIV:

                                   "ARTICLE XV

                                DIRECT ROLLOVERS

          15.01 APPLICATION OF THIS ARTICLE. This Article applies to
     distributions made on or after January 1, 1993. Notwithstanding any
     provision of the Plan to the contrary that would otherwise limit a
     distributee's election under this Article, a distributee may elect, at the
     time and in the manner prescribed by the Committee, to have any portion of
     an eligible rollover distribution paid directly to an eligible retirement
     plan specified by the distributee in a direct rollover.

          15.02 WAIVER OF 30-DAY NOTICE. Notwithstanding the foregoing, if a
     distribution is one to which Sections 401(a)(11) and 417 of the Code do not
     apply, such distributions may commence less than 30 days after the notice
     required under Section 1.411(a)-11(c) of the Income Tax Regulations is
     given, provided that:

               (a) the Committee clearly informs the Member that the Member has
               a right to a period of at least 30 days after receiving the
               notice to consider the decision of whether or not to elect a
               distribution (and, if applicable, a particular distribution
               option), and

               (b) the Member, after receiving the notice, affirmatively elects
               a distribution.

          15.03 DEFINITIONS. Whenever used in this Article, the following words
     shall have the following meanings:

               (a) ELIGIBLE ROLLOVER DISTRIBUTION: An eligible rollover
               distribution is 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



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               periodic payments (not less frequently than annually) made for
               the life (or life expectancy) of the distributee or the joint
               lives (or joint life expectancies) of the distributee and the
               distributee's designated beneficiary, or for a specified period
               of ten 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).

               (b) ELIGIBLE RETIREMENT PLAN: An eligible retirement plan is an
               individual retirement account described in Section 408(a) of the
               Code, an individual retirement annuity described in section
               408(b) of the Code, an annuity plan described in section 403(a)
               of the Code, or a qualified trust described in Section 401(a) of
               the Code, that accepts the distributee's eligible rollover
               distribution. However, in the case of an eligible rollover
               distribution to the surviving spouse, an eligible retirement plan
               is an individual retirement account or individual retirement
               annuity.

               (c) DISTRIBUTEE: A distributee includes an employee or former
               employee. In addition, the employee's or former employee's
               surviving spouse and the employee's or former employee's spouse
               or former spouse who is the alternate payee under a qualified
               domestic relations order, as defined in Section 414(p) of the
               Code, are distributees with regard to the interest of the spouse
               or former spouse.

               (d) DIRECT ROLLOVER: A direct rollover is a payment by the Plan
               to the eligible retirement plan specified by the distributee."

B.   The Trust Agreement is in all other respects hereby confirmed.



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     IN WITNESS WHEREOF, this Amendment has been signed and sealed on behalf of
the Bank by its duly authorized officer this 5th day of April, 1995.

                                     MASSBANK FOR SAVINGS


                                     By: /s/ Gerard H. Brandi
                                             -----------------------------------
                                             President



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                                                                  Exhibit 10.2.2
                                Sixth Amendment
                                ---------------

                                       to

               MASSBANK EMPLOYEES' STOCK OWNERSHIP PLAN AND TRUST
               --------------------------------------------------

A.   The Trust Agreement dated April 16, 1986 by and between MASSBANK, a
Massachusetts savings bank having its principal place of business in Reading,
Massachusetts (the "Company"), and State Street Bank and Trust Company, as
previously amended, is hereby further amended as follows, to reflect the change
of the legal name of the Company:

     1.   Section 1.01 is hereby amended by deleting the first sentence thereof
and substituting the following therefor:

     "There is hereby established hereunder a trust known as the 'MASSBANK
     EMPLOYEES' STOCK OWNERSHIP TRUST.'"

     2.   Section 2.08 is hereby amended by deleting such section in its 
entirety and substituting the following therefor:

     "2.08 'Company' means MASSBANK, or any successor to all or a major portion
     of its business which adopts and continues the Plan and Trust pursuant to
     Section 10.05."

     3.   Section 2.17 is hereby amended by deleting such section in its
entirety and substituting the following therefor:

     "2.17 'Plan' means the 'MASSBANK EMPLOYEES' STOCK OWNERSHIP PLAN' as set
     forth herein, and as it may be amended from time to time."

     4.   Section 13.03 is hereby amended by deleting the last sentence thereof
and substituting the following therefor:

     "Subject to Sections 13.04 and 13.06, each Participating Company hereby
     authorizes MASSBANK to exercise on its behalf all such rights, powers, and
     duties, including amendment or termination of the Plan."

B.   This Sixth Amendment is effective as of November 1, 1996.

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C.   Except as amended by Section A above, the Trust Agreement is in all other
respects hereby confirmed.

     IN WITNESS WHEREOF, this Sixth Amendment has been signed and sealed on
behalf of the Bank by its duly authorized officer, this 6th day of June, 1997.


                                     MASSBANK
                                     By: /s/ Gerard H. Brandi 
                                             -----------------------------------
                                             President


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