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EXHIBIT 10.11

                      FIRST FEDERAL SAVINGS BANK OF AMERICA

                           INCENTIVE AWARD AND SALARY
                                  DEFERRAL PLAN

                           (EFFECTIVE JANUARY 1, 1998)

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                      FIRST FEDERAL SAVINGS BANK OF AMERICA
                    INCENTIVE AWARD AND SALARY DEFERRAL PLAN

                                TABLE OF CONTENTS

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                                       ARTICLE I
                                    PURPOSE OF PLAN

SECTION 1.1       PURPOSE.......................................................    1

                                       ARTICLE II
                                      DEFINITIONS

SECTION 2.1       DEFINITIONS...................................................    1

                                      ARTICLE III
                             ELIGIBILITY AND PARTICIPATION

SECTION 3.1       ELIGIBILITY...................................................    3

SECTION 3.2       ELECTION TO PARTICIPATE.......................................    3

                                       ARTICLE IV
                            MAINTENANCE OF DEFERRAL ACCOUNTS

SECTION 4.1       DEFERRAL ACCOUNTS.............................................    4

                                       ARTICLE V
                                      DISTRIBUTION

SECTION 5.1       DISTRIBUTIONS.................................................    5

                                       ARTICLE VI
                                    CLAIMS PROCEDURE

SECTION 6.1       CLAIMS REVIEWER...............................................    8

SECTION 6.2       CLAIMS PROCEDURE..............................................    9

                                      ARTICLE VII
                               AMENDMENT AND TERMINATION

SECTION 7.1       AMENDMENT OF THE PLAN.........................................   10

SECTION 7.2       TERMINATION OF THE PLAN.......................................   10
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                                      ARTICLE VIII
                               AMENDMENT AND TERMINATION

SECTION 8.1       UNFUNDED, UNSECURED PROMISE TO MAKE PAYMENTS IN THE FUTURE....   10

SECTION 8.2       PLAN ADMINISTRATOR............................................   11

SECTION 8.3       EXPENSES......................................................   11

SECTION 8.4       STATEMENTS....................................................   11

SECTION 8.5       RIGHTS OF PARTICIPANTS AND BENEFICIARIES......................   11

SECTION 8.6       INCOMPETENT INDIVIDUALS.......................................   12

SECTION 8.7       SALE, MERGER, OR CONSOLIDATION OF THE BANK....................   12

SECTION 8.8       LOCATION OF PARTICIPANTS......................................   12

SECTION 8.9       LIABILITY OF THE BANK.........................................   13

SECTION 8.10      GOVERNING LAW.................................................   13
</TABLE>

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                                    ARTICLE I
                               PURPOSE OF THE PLAN

SECTION 1.1       PURPOSE.

         The purpose of the First Federal Savings Bank of America Incentive
Award and Salary Deferral Plan is to provide Eligible Individuals with the
opportunity to defer the receipt of Awards granted to them under the Incentive
Plan and/or to defer the receipt of Compensation, to a specified time in the
future.

                                   ARTICLE II
                                   DEFINITIONS

SECTION 2.1       DEFINITIONS.

         When used herein, the following words and phrases shall have the
meaning set forth below:

         (a)      "AFFILIATE" means any "parent corporation" or any "subsidiary
                  corporation" of the Bank, as such terms are defined in
                  Sections 424(e) and 424(f), respectively, of the Internal
                  Revenue Code of 1986, as amended.

         (b)      "APPLICABLE PERIOD OF SERVICE" means:

                  (i)      with respect to Awards, the 12-consecutive month
                           period ending on the date on which the Eligible
                           Individual becomes entitled to receive an Award under
                           the terms of the Incentive Plan; and

                  (ii)     with respect to the deferral of Compensation, the
                           calendar year.

         (c)      "AWARD" means a "Stock Award" granted under the Incentive
                  Plan.

         (d)      "BANK" means First Federal Savings Bank of America, Fall
                  River, Massachusetts.

         (e)      "BOARD OF DIRECTORS" means the Board of Directors of the Bank.

         (f)      "COMMON STOCK" means Common Stock of the Holding Company, par
                  value $0.01 per share.

         (g)      "COMMITTEE" means the committee designated by the Board of
                  Directors to administer the Plan pursuant to Section 8.2 of
                  the Plan.

         (h)      "COMPENSATION" means cash remuneration otherwise payable to an
                  Employee for services performed for the Bank or an Affiliate.

                                        1

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         (i)      "EFFECTIVE DATE" means January 1, 1998.

         (j)      "ELIGIBLE INDIVIDUAL" means any Employee of the Bank or an
                  Affiliate who is one of a "select group of management or
                  highly compensated employees," as such phrase is used for
                  purposes of Sections 101, 201, and 301 of the Employee
                  Retirement Income Security Act of 1974, as amended, and who is
                  designated by the Board of Directors, pursuant to Section 3.1
                  of the Plan, as eligible to participate in the Plan.

         (k)      "EMPLOYEE" means any person employed by the Bank or an
                  Affiliate.

         (l)      "FAIR MARKET VALUE" means the market price of Common Stock,
                  determined by the Committee as follows:

                  (1)      If the Common Stock was traded on the date in
                           question on The Nasdaq Stock Market, then the Fair
                           Market Value shall be equal to the last transaction
                           price quoted for such date by The Nasdaq Stock
                           Market;

                  (2)      If the Common Stock was traded on a stock exchange on
                           the date in question, then the Fair Market Value
                           shall be equal to the closing price reported by the
                           applicable composite transactions reported for such
                           date; and

                  (3)      If neither of the foregoing provisions is applicable,
                           then the Fair Market Value shall be determined by the
                           Committee in good faith on such basis as it deems
                           appropriate.

         (m)      "HOLDING COMPANY" means FIRSTFED AMERICA BANCORP, INC.

         (n)      "INCENTIVE PLAN" means the FIRSTFED AMERICA BANCORP, INC. 1997
                  Stock-Based Incentive Plan.

         (o)      "PARTICIPANT" means an Eligible Individual who elects,
                  pursuant to Section 3.2 of the Plan, to defer the receipt of
                  all or any portion of an Award and/or Compensation.

         (p)      "PLAN" means this First Federal Savings Bank of America
                  Incentive Award and Salary Deferral Plan.

         (q)      "SAVINGS PLAN" means the First Federal Savings Bank of America
                  Employees Savings & Profit Sharing Plan and Trust.

                                        2

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                                   ARTICLE III
                          ELIGIBILITY AND PARTICIPATION

SECTION 3.1       ELIGIBILITY.

         (a)      Any Eligible Employee designated by the Board of Directors and
                  any member of the Board of Directors who is not an Employee
                  who is eligible for an Award under the Incentive Plan and/or
                  who has been granted an Award under the Incentive Plan shall
                  be eligible to participate in this Plan with respect to the
                  deferral of Awards under the Incentive Plan; and

         (b)      Any Eligible Employee designated by the Board of Directors,
                  including any member of the Board of Directors who is also an
                  Employee, shall be eligible to participate in this Plan with
                  respect to the deferral of his or her Compensation.

SECTION 3.2       ELECTION TO PARTICIPATE.

         (a)      Prior to the beginning of any Applicable Period of Service, an
                  Eligible Individual may elect to participate in this Plan by
                  directing that all or part of any Award granted to him or her
                  under the Incentive Plan, which such individual would
                  otherwise receive in such Applicable Period of Service and/or
                  subsequent Applicable Periods of Service, be credited to a
                  deferral account established in his or her name on the books
                  of the Bank or an Affiliate, as applicable. However, in no
                  event shall the part of any Award credited during any calendar
                  year be less than $1,000 (based on a valuation at the time the
                  Award would otherwise be paid).

         (b)      In addition to, or in lieu of electing to participate in the
                  Plan pursuant to Section 3.2(a), prior to the beginning of any
                  Applicable Period of Service, an Eligible Individual may elect
                  to participate in the Plan by directing that all or part of
                  his or her Compensation, which such Eligible Individual would
                  otherwise receive in such Applicable Period of Service and/or
                  subsequent Applicable Periods of Service, be credited to a
                  deferral account established in his or her name on the books
                  of the Bank or an Affiliate, as applicable. The Bank shall,
                  with respect to such compensation, provide a matching
                  contribution at the same rate matching contributions are
                  credited under the Savings Plan.

         (c)      Notwithstanding the general election timing requirement set
                  forth in Paragraphs (a) and (b) of this Section 3.2, upon
                  first becoming eligible to participate in the Plan, an
                  Eligible Individual may make an election to defer all or part
                  of any Award granted to him or her under the Incentive Plan or
                  any Compensation yet to be paid, within thirty (30) days of
                  first becoming eligible to participate. Employees designated
                  by the Board as eligible to participate in this Plan as of the
                  Effective Date may make an election to defer all or part of
                  any Award granted to

                                       3

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                  them under the Incentive Plan or any Compensation which such
                  Employees would receive during the Applicable Period of
                  Service including the Effective Date, and yet to be paid,
                  prior to or within thirty (30) days of the Effective Date.

         (d)      Any election to participate in the Plan shall be in the form
                  of a document acceptable to the Committee and executed by the
                  Eligible Individual and filed with the Committee. An election
                  related to Awards and/or Compensation otherwise payable
                  currently in any Applicable Period of Service shall become
                  irrevocable on the last day prior to the beginning of such
                  Applicable Period of Service.

         (e)      Unless otherwise specified in the election filed pursuant to
                  Paragraph (d) of this Section 3.2, an election under this Plan
                  shall continue with respect to all Awards granted and/or
                  Compensation earned to a Participant and yet to be paid until
                  such individual terminates or modifies such election by
                  written notice acceptable to the Committee. Any such
                  termination or modification shall become effective as of the
                  end of the Applicable Period of Service in which such
                  individual gives such notice with respect to all Awards and/or
                  Compensation otherwise payable in any subsequent Applicable
                  Period of Service. Notwithstanding, a termination shall become
                  effective as soon as practicable upon the determination of an
                  "unforeseeable emergency," as determined by the Committee in
                  accordance with the definition of "unforeseeable emergency" in
                  Paragraph (k) of Section 5.1 under the Plan.

         (f)      A Participant who has filed a termination of election pursuant
                  to Paragraph (e) of this Section 3.2 may thereafter again file
                  an election to participate in the Plan with respect to Awards
                  and/or Compensation otherwise payable in Applicable Periods of
                  Service subsequent to the filing of such election.

                                   ARTICLE IV
                        MAINTENANCE OF DEFERRAL ACCOUNTS

SECTION 4.1       DEFERRAL ACCOUNTS.

         (a)      The Committee shall credit to a deferred stock account
                  established for the Participant a number of shares or share
                  units equivalent in value to the number of deferred Stock
                  Awards multiplied by the Fair Market Value of Common Stock.
                  Deferred shares or share units shall be valued at the Fair
                  Market Value on the date all restrictions on the Stock Award
                  lapse or are waived. Subsequent to the lapsing of all such
                  restrictions, the deferred shares or share units shall be
                  valued at the Fair Market Value of Common Stock; provided,
                  however, that at the discretion of the Committee, the
                  Participant may elect to have the value of his deferred stock
                  award account valued on some other basis of measurement
                  approved by the

                                       4

<PAGE>

                  Committee. Unless the Participant's deferred stock award
                  account is valued using a basis of measurement other than
                  Common Stock, deferred shares or share units shall accrue
                  dividends at the rate paid upon the Common Stock credited in
                  the form of additional deferred share units determined by
                  dividing such amount by the Fair Market Value as of the date
                  the dividend is declared.

         (b)      In the event of any change in outstanding shares of Common
                  Stock by reason of any stock dividend or split,
                  recapitalization, merger, consolidation, combination or
                  exchange of shares or other similar corporate change, the
                  Committee shall make such adjustments, if any, that it deems
                  appropriate in the number of deferred shares of the Common
                  Stock then credited to Participants' deferral accounts. Any
                  and all such adjustments shall be conclusive and binding upon
                  all parties concerned.

         (c)      The Committee shall credit to a deferral account established
                  for the Participant deferred amounts related to Compensation
                  including applicable matching contributions, and such deferral
                  account shall bear a rate of return commensurate with the rate
                  of return earned on investment vehicles selected by the
                  Participant under his her election pursuant to the Savings
                  Plan from the date that such Compensation would otherwise have
                  been paid; provided, however, that at the discretion of the
                  Committee, the Participant may elect to have the value of his
                  deferred compensation account valued on some other basis of
                  measurement approved by the Committee.

                                    ARTICLE V
                                  DISTRIBUTIONS

SECTION 5.1       DISTRIBUTIONS.

         (a)      At the time an Eligible Individual makes an election to
                  participate in the Plan pursuant to Section 3.2 of the Plan,
                  he or she shall also make an election with respect to the
                  distribution (during his or her lifetime or in the event of
                  his or her death) of the amounts credited to his or her
                  deferral accounts.

         (b)      As soon as practicable following each plan year end of the
                  Savings Plan and not later than each January 31 of the next
                  ensuing year, the Bank shall perform preliminary actual
                  deferral percentage, actual contribution percentage and annual
                  additions limitations testing to determine the maximum amount
                  of elective deferrals and matching contributions that could be
                  made for such plan year to the Savings Plan on behalf of each
                  Participant. The lesser of the amounts determined in
                  accordance with the immediately preceding sentence or the
                  amount of compensation deferred by the Participant under this
                  Plan, together with any related matching contributions, shall
                  be distributed to the Participant as soon as practicable
                  following the plan year end of the Savings Plan and in no
                  event later than March 15 of the plan year following the plan
                  year for which such determination is made, unless the
                  Participant previously elects to have such

                                       5

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                  amounts contributed to the Savings Plan. A Participant may
                  make such an election with respect to his or her Compensation
                  deferred pursuant to this Plan, prior to the last day of the
                  prior Applicable Period of Service.

         (c)      A Participant may make an election with respect to amounts
                  credited to his or her deferral accounts to be distributed to
                  the Participant during the Participant's lifetime, of amounts
                  otherwise payable currently in any Applicable Period of
                  Service, and such election shall become irrevocable on the
                  last day prior to the beginning of such Applicable Period of
                  Service; provided, however, that a Participant may elect to
                  extend the period of deferral if the Participant makes such an
                  election no later than 24 full calendar months prior to the
                  date payments are otherwise to begin under the Plan.

         (d)      A Participant may make an election with respect to amounts
                  credited to his or her deferral accounts to be distributed in
                  the event of the Participant's death, and such election,
                  including the designation of a beneficiary or beneficiaries,
                  may be changed by the individual at any time by filing the
                  appropriate document with the Committee.

         (e)      Amounts credited as deferred shares of Common Stock shall be
                  distributed in the form of an equal number of shares of Common
                  Stock or cash, at the discretion of the Committee. Fractional
                  shares of Common Stock shall be distributed in cash. All other
                  amounts credited to a Participant's accounts shall be
                  distributed in cash.

         (f)      A Participant may elect to receive the amounts credited to his
                  or her deferral accounts in one payment or in some other
                  number of approximately equal annual installments (not
                  exceeding 10); provided, however, that the number of annual
                  installments may not extend beyond the life expectancy of such
                  Participant or beneficiary determined as of the date the first
                  installment is paid. The Participant's election shall also
                  specify that the first installment (or the single payment if
                  the Participant or beneficiary has so elected) shall be paid
                  either (i) on the first day of the calendar quarter next
                  following the end of the month in which the Participant
                  attains the age specified in such election, which age shall
                  not be earlier than age 55 or later than age 70; (ii) on the
                  first day of the calendar quarter next following the end of
                  the month in which the Participant retires from the Bank or an
                  Affiliate or otherwise terminates employment with the Bank or
                  an Affiliate or, in the case of a director, ceases service as
                  a director; provided, however, that the Board of Directors
                  may, in its sole discretion, direct that the first installment
                  (or the single payment) be paid on the first day of the first
                  calendar quarter in the calendar year next following the year
                  of retirement or other termination of service; or (iii) on the
                  first day of the first calendar year in which the Participant
                  retires from the Bank or an Affiliate or otherwise terminates
                  employment with the Bank or an Affiliate or, in the case of a
                  director, ceases service as a director.

         (g)      A Participant who would otherwise begin to receive a
                  distribution in accordance with Paragraph (f) of this Section
                  5.1 upon his or her retirement from the Bank or

                                       6

<PAGE>

                  an Affiliate, as is appropriate, may, with the consent of the
                  Bank or Affiliate, elect to continue to defer the amount in
                  his or her deferral accounts to (i) the first day of the
                  calendar quarter next following the end of the month in which
                  the Participant attains the age specified in such election,
                  which age shall not be earlier than age 55 or later than age
                  70; (ii) the first day of the calendar quarter next following
                  the end of the month in which the Participant ceases service
                  as a director; provided, however, that the Board of Directors
                  may, in its sole discretion, direct that the first installment
                  (or the single payment) be paid on the first day of the first
                  calendar quarter in the calendar year next following the year
                  of retirement or other termination of service; or (iii) the
                  first day of the first calendar year in which the Participant
                  ceases service as a director. At such time, the Participant or
                  beneficiary(ies) shall receive payment in the form originally
                  elected pursuant to Paragraph (a) of this Section 5.1. The
                  Participant must make such an election no later than a date
                  which is six (6) months from the his or her date of
                  retirement.

         (h)      Notwithstanding an election pursuant to Paragraph (e) of this
                  Section 5.1, the entire amount then credited to a
                  Participant's deferral accounts shall be paid immediately in a
                  single payment if (a) the Participant is discharged for
                  "cause" by the Bank or an Affiliate, or (b) the Committee
                  determines that the Participant engaged in misconduct in
                  connection with the Participant's employment with the Bank or
                  an Affiliate. The determination of whether a Participant is
                  discharged for "cause" or whether a Participant has engaged in
                  misconduct in connection with his or her service with the Bank
                  or an Affiliate shall be made by the Board of Directors of the
                  Bank or an Affiliate, as appropriate, and such determination
                  shall be binding on all concerned parties.

         (i)      A Participant may elect that, in the event he or she should
                  die before full payment of all amounts credited to his or her
                  deferral accounts, the balance of the deferred amounts shall
                  be distributed in one payment or in some other number of
                  approximately equal annual installments (not exceeding [10])
                  to the beneficiary or beneficiaries designated in writing by
                  the Participant, or if no designation has been made, to his or
                  her estate. The first installment (or the single payment if
                  the Participant has so elected) shall be paid on the first day
                  of the calendar quarter next following the month of death;
                  provided, however, that the Committee may, in its sole
                  discretion, direct that the first installment (or the single
                  payment) be paid on the first day of the first calendar
                  quarter in the calendar year next following the year of death.

                                       7

<PAGE>

         (j)      Installments subsequent to the first installment to a
                  Participant, or to a beneficiary or to the Participant's
                  estate, shall be paid on the first day of the applicable
                  calendar quarter in each succeeding calendar year until the
                  entire amount credited to the Participant's deferral accounts
                  shall have been paid. Deferred amounts held pending
                  distribution shall continue to be credited with interest or
                  additional deferred shares of Common Stock, as applicable,
                  determined in accordance with Sections 4.1(a), (b) and (c) of
                  the Plan.

         (k)      The Committee may, at its sole discretion, allow for the early
                  payment of a Participant's deferred Stock Award account and/or
                  deferred Compensation account in the event of an
                  "unforeseeable emergency" or in the event of the death or
                  Disability of the Participant. An "unforeseeable emergency"
                  means an unanticipated emergency caused by an event beyond the
                  control of the Participant that would result in severe
                  financial hardship if the distribution were not permitted.
                  Such distributions shall be limited to the amount necessary to
                  sufficiently address the financial hardship. Any distributions
                  under this provision, shall be consistent with the Code and
                  regulations.

         (l)      The obligation to make a distribution of deferred amounts
                  credited to a Participant's deferral accounts during any
                  calendar year plus the additional amounts credited on such
                  deferred amounts pursuant to Sections 4.1(a), (b) and (c)
                  shall be borne by the Bank or Affiliate which otherwise would
                  have paid the related Award or Compensation.

         (m)      Notwithstanding anything herein to the contrary, if, at any
                  time, a court or the Internal Revenue Service determines that
                  an amount in a Participant's deferral accounts is includible
                  in the gross income of the Participant and subject to tax, the
                  Committee may, in its sole discretion, permit a lump sum
                  distribution of an amount equal to the amount determined to be
                  includible in the Participant's gross income.

         (n)      The Committee may make any provision necessary for withholding
                  from any payment to a Participant or beneficiary amounts
                  required for federal, state, and local income or employment
                  tax purposes.

                                   ARTICLE VI
                                CLAIMS PROCEDURE

SECTION 6.1       CLAIMS REVIEWER.

         For purposes of handling claims with respect to this Plan, the "Claims
Reviewer" shall be the Committee, unless another person or organization unit is
designated by the Committee as Claims Reviewer.

SECTION 6.2       CLAIMS PROCEDURE.

                                       8

<PAGE>

         (a)      An initial claim for benefits under the Plan must be made by
                  the Participant or his or her beneficiary or beneficiaries in
                  accordance with the terms of this Section 6.2.

         (b)      Not later than ninety (90) days after receipt of such a claim,
                  the Claims Reviewer will render a written decision on the
                  claim to the claimant, unless special circumstances require
                  the extension of such 90-day period. If such extension is
                  necessary, the Claims Reviewer shall provide the Participant
                  or the Participant's beneficiary or beneficiaries with written
                  notification of such extension before the expiration of the
                  initial 90-day period. Such notice shall specify the reason or
                  reasons for such extension and the date by which a final
                  decision can be expected. In no event shall such extension
                  exceed a period of 90 days from the end of the initial 90-day
                  period.

         (c)      In the event the Claims Reviewer denies the claim of a
                  Participant or any beneficiary in whole or in part, the Claims
                  Reviewer's written notification shall specify, in a manner
                  calculated to be understood by the claimant, the reason for
                  the denial; a reference to the Plan or other document or form
                  that is the basis for the denial; a description of any
                  additional material or information necessary for the claimant
                  to perfect the claim; an explanation as to why such
                  information or material is necessary; and an explanation of
                  the applicable claims procedure.

         (d)      Should the claim be denied in whole or in part and should the
                  claimant be dissatisfied with the Claims Reviewer's
                  disposition of the claimant's claim, the claimant may have a
                  full and fair review of the claim by the Committee upon
                  written request submitted by the claimant or the claimant's
                  duly authorized representative and received by the Committee
                  within sixty (60) days after the claimant receives written
                  notification that the claimant's claim has been denied. In
                  connection with such review, the claimant or the claimant's
                  duly authorized representative shall be entitled to review
                  pertinent documents and submit the claimant's views as to the
                  issues, in writing. The Committee shall act to deny or accept
                  the claim within sixty (60) days after receipt of the
                  claimant's written request for review unless special
                  circumstances require the extension of such 60-day period. If
                  such extension is necessary, the Committee shall provide the
                  claimant with written notification of such extension before
                  the expiration of such initial 60-day period. In all events,
                  the Committee shall act to deny or accept the claim within 120
                  days of the receipt of the claimant's written request for
                  review. The action of the Committee shall be in the form of a
                  written notice to the claimant and its contents shall include
                  all of the requirements for action on the original claim.

                                       9

<PAGE>

         (e)      In no event may a claimant commence legal action for benefits
                  the claimant believes are due the claimant until the claimant
                  has exhausted all of the remedies and procedures afforded the
                  claimant by this Article VI.

                                   ARTICLE VII
                            AMENDMENT AND TERMINATION

SECTION 7.1       AMENDMENT OF THE PLAN.

         The Bank may at any time amend the Plan, but such amendment shall not
adversely affect the rights of any Participant or beneficiary, without his or
her consent, to any benefit under the Plan to which such Participant or
beneficiary may have previously become entitled prior to the effective date of
such amendment. The Committee shall be authorized to make minor or
administrative changes to the Plan, as well as amendments required by applicable
federal or state law (or authorized or made desirable by such statutes);
provided, however, that such amendments must subsequently be ratified by the
Board of Directors.

SECTION 7.2       TERMINATION OF THE PLAN.

         The Bank may at any time terminate the Plan, but such termination shall
not adversely affect the rights of any Participant or beneficiary, without his
or her consent, to any benefit under the Plan to which such Participant or
beneficiary may have previously become entitled prior to the effective date of
such termination. Any amounts credited to the deferral accounts of any
Participant shall remain subject to the provisions of the Plan and distribution
shall not be accelerated because of termination of the Plan. Upon termination of
the Plan, distribution of amounts credited to the deferral accounts of
Participants shall be made to Participants and their beneficiaries in accordance
with Article V of the Plan.

                                  ARTICLE VIII
                            MISCELLANEOUS PROVISIONS

SECTION 8.1       UNFUNDED, UNSECURED PROMISE TO MAKE PAYMENTS IN THE FUTURE.

         The right of a Participant or any beneficiary to receive a distribution
hereunder shall be an unsecured claim against the general assets of the Bank or
an Affiliate, and neither a Participant nor his or her designated beneficiary or
beneficiaries shall have any rights in or against any amount credited to any
account under this Plan or any other assets of the Bank or an Affiliate. The
Plan at all times shall be considered entirely unfunded both for tax purposes
and for purposes of Title I of the Employee Retirement Income Security Act of
1974, as amended. Any funds invested hereunder shall continue for all purposes
to be part of the general assets of the Bank or an Affiliate and available to
its general creditors in the event of bankruptcy or insolvency. Accounts under
this Plan and any benefits which may be payable pursuant to this Plan are not
subject in any manner to anticipation, sale, alienation, transfer, assignment,
pledge, encumbrance, attachment, or garnishment by creditors of a Participant or
a Participant's beneficiary. The Plan constitute a mere promise by the Bank or
Affiliate to make benefit

                                       10

<PAGE>

payments in the future. No interest or right to receive a benefit may be taken,
either voluntarily or involuntarily, for the satisfaction of the debts of, or
other obligations or claims against, such Participant or beneficiary, including
claims for alimony, support, separate maintenance and claims in bankruptcy
proceedings.

SECTION 8.2       PLAN ADMINISTRATOR.

         (a)      The Plan shall be administered by the Committee designated by
                  the Board of Directors.

         (b)      The Committee shall have the authority, duty and power to
                  interpret and construe the provisions of the Plan as it deems
                  appropriate. The Committee shall have the duty and
                  responsibility of maintaining records, making the requisite
                  calculations and disbursing the payments hereunder. In
                  addition, the Committee shall have the authority and power to
                  delegate any of its administrative duties to employees of the
                  Bank or Affiliate, as they may deem appropriate. The Committee
                  shall be entitled to rely on all tables, valuations,
                  certificates, opinions, data and reports furnished by any
                  actuary, accountant, controller, counsel or other person
                  employed or retained by the Bank with respect to the Plan. The
                  interpretations, determination, regulations and calculations
                  of the Committee shall be final and binding on all persons and
                  parties concerned.

SECTION 8.3       EXPENSES.

         Expenses of administration of the Plan shall be paid by the Bank or an
Affiliate.

SECTION 8.4       STATEMENTS.

         The Committee shall furnish individual annual statements of accrued
benefits to each Participant, or current beneficiary, in such form as determined
by the Committee or as required by law.

SECTION 8.5       RIGHTS OF PARTICIPANTS AND BENEFICIARIES.

         (a)      The sole rights of a Participant or beneficiary under this
                  Plan shall be to have this Plan administered according to its
                  provisions, to receive whatever benefits he or she may be
                  entitled to hereunder.

         (b)      Nothing in the Plan shall be interpreted as a guaranty that
                  any funds in any trust which may be established in connection
                  with the Plan or assets of the Bank or an Affiliate will be
                  sufficient to pay any benefit hereunder.

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         (c)      The adoption and maintenance of this Plan shall not be
                  construed as creating any contract of employment or service
                  between the Bank or an Affiliate and any Participant or other
                  individual. The Plan shall not affect the right of the Bank or
                  an Affiliate to deal with any Participants in employment or
                  service respects, including their hiring, discharge,
                  compensation, and conditions of employment or other service.

SECTION 8.6       INCOMPETENT INDIVIDUALS.

         The Committee may from time to time establish rules and procedures
which it determines to be necessary for the proper administration of the Plan
and the benefits payable to a Participant or beneficiary in the event that such
Participant or beneficiary is declared incompetent and a conservator or other
person legally charged with that Participant's or beneficiary's care is
appointed. Except as otherwise provided herein, when the Committee determines
that such Participant or beneficiary is unable to manage his or her financial
affairs, the Committee may pay such Participant's or beneficiary's benefits to
such conservator, person legally charged with such Participant's or
beneficiary's care, or institution then contributing toward or providing for the
care and maintenance of such Participant or beneficiary. Any such payment shall
constitute a complete discharge of any liability of the Bank or an Affiliate and
the Plan for such Participant or beneficiary.

SECTION 8.7       SALE, MERGER, OR CONSOLIDATION OF THE BANK.

         The Plan may be continued after a sale of assets of the Bank, or a
merger or consolidation of the Bank into or with another corporation or entity
only if and to the extent that the transferee, purchaser or successor entity
agrees to continue the Plan. Additionally, upon a merger, consolidation or other
change in control any amounts credited to Participant's deferral accounts shall
be placed in a grantor trust to the extent not already in such a trust. In the
event that the Plan is not continued by the transferee, purchaser or successor
entity, then the Plan shall be terminated subject to the provisions of Section
7.2 of the Plan. Any legal fees incurred by a Participant in determining
benefits to which such Participant is entitled under the Plan following a sale,
merger, or consolidation of the Bank or an Affiliate of which the Participant is
an Employee or, if applicable, a member of the Board of Directors, shall be paid
by the resulting or succeeding entity.

SECTION 8.8       LOCATION OF PARTICIPANTS.

         Each Participant shall keep the Bank informed of his or her current
address and the current address of his or her designated beneficiary or
beneficiaries. The Bank shall not be obligated to search for any person. If such
person is not located within three (3) years after the date on which payment of
the Participant's benefits payable under this Plan may first be made, payment
may be made as though the Participant or his or her beneficiary had died at the
end of such three-year period.

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SECTION 8.9       LIABILITY OF THE BANK.

         Notwithstanding any provision herein to the contrary, neither the Bank
nor any individual acting as an employee or agent of the Bank shall be liable to
any Participant, former Participant, beneficiary, or any other person for any
claim, loss, liability or expense incurred in connection with the Plan, unless
attributable to fraud or willful misconduct on the part of the Bank or any such
employee or agent of the Bank.

SECTION 8.10      GOVERNING LAW.

         All questions pertaining to the construction, validity and effect of
the Plan shall be determined in accordance with the laws of the United States
and to the extent not preempted by such laws, by the laws of the Commonwealth of
Massachusetts.

Executed this 1st day of January, 1998.

/s/ Robert F. Stoico
-------------------------------------
President and Chief Executive Officer

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