Exhibit 10.1

                             SEVERANCE PAY PLAN

                                      OF

                          MEDFORD CO-OPERATIVE BANK


                        Effective on November 8, 2000


                              TABLE OF CONTENTS

                                                                       Page

                                  ARTICLE I

                                   PURPOSE

Section 1      Statement of Purpose                                      1
Section 1.2    Other Severance Plans, Policies, and Practices
               Superseded                                                1

                                 ARTICLE II

                                 DEFINITIONS

Section 2.1    Affiliated Employer                                       2
Section 2.2    Bank                                                      2
Section 2.3    Board                                                     2
Section 2.4    Cause                                                     2
Section 2.5    Change of Control                                         2
Section 2.6    Committee                                                 3
Section 2.7    Company                                                   3
Section 2.8    Effective Date                                            3
Section 2.9    Employee                                                  4
Section 2.10   FDI Act                                                   4
Section 2.11   Involuntary Severance                                     4
Section 2.12   Participating Employer                                    4
Section 2.13   Plan                                                      4
Section 2.14   Plan Administrator                                        4
Section 2.15   Salary                                                    4
Section 2.16   Service                                                   4

                                 ARTICLE III

                                   BENEFIT

Section 3.1    Severance Benefit for Employees                           5
Section 3.2    Vesting                                                   5
Section 3.3    Discretionary Severance Benefit                           5
Section 3.4    Benefit Contingent on Execution of Release                5


                                 ARTICLE IV

                               ADMINISTRATION

Section 4.1    Named Fiduciaries                                         6
Section 4.2    Plan Administrator                                        6
Section 4.3    Committee Responsibilities                                7
Section 4.4    Claims Procedure                                          8
Section 4.5    Claims Review Procedure                                   8
Section 4.6    Allocation of Fiduciary Responsibilities
               and Employment of Advisors                                9
Section 4.7    Other Administrative Provisions                           9

                                  ARTICLE V

                                MISCELLANEOUS

Section 5.1    Rights of Employees                                      10
Section 5.2    Non-alienation of Benefit                                10
Section 5.3    Non-duplication of Benefit                               10
Section 5.4    Construction                                             10
Section 5.5    Headings                                                 11
Section 5.6    Governing Law                                            11
Section 5.7    Severability                                             11
Section 5.8    Termination or Amendment                                 11
Section 5.9    Required Regulatory Provisions                           11
Section 5.10   Withholding                                              12
Section 5.11   Status as Welfare Benefit Plan Under ERISA               12

                             SEVERANCE PAY PLAN

                                     OF

                          MEDFORD CO-OPERATIVE BANK


                                  ARTICLE I

                                   PURPOSE

      Section 1  Statement of Purpose.

      (a)   Medford Co-operative Bank adopts this Severance Pay Plan for
the benefit of its eligible Employees and those of other Participating
Employers.  The Bank recognizes that, as a wholly owned subsidiary of a
public company, it will be subject to the possibility of a negotiated or
unsolicited change of control which may result in a loss of employment for
some of its Employees. The purpose of the Plan is to encourage the Bank's
Employees and those of other Participating Employers to continue working
for their employers with their full time and attention devoted to their
employer's affairs by providing a severance benefit in the event of an
Involuntary Severance following a Change of Control.

      (b)   The Bank also recognizes that it may be appropriate in certain
circumstances other than a Change of Control to provide a severance benefit
to Employees in the event of an Involuntary Severance, and thus the Plan
provides for the payment of a severance benefit in circumstances other than
a Change of Control as determined in the discretion of the Plan
Administrator.

      Section 1.2  Other Severance Plans, Policies, and Practices
Superseded.

      As of the Effective Date hereof, this Plan supersedes in its entirety
any plan, policy, or practice of the Bank for the provision of the
severance benefit to Employees, whether written or oral or formal or
informal, and no severance benefit shall be provided to any person whose
employment terminates with the Bank on or after the Effective Date, except
as provided under the terms of the Plan or as provided under the terms of a
written, complete and fully executed employment agreement specifically
providing for the payment of a severance benefit following termination of
employment with the Bank.


                                 ARTICLE II

                                 DEFINITIONS

      For purposes of the Plan, the following terms shall have the meanings
assigned to them below, unless a different meaning is plainly indicated by
the context:

      Section 2.1  Affiliated Employer means the Bank; any corporation
which is a member of a controlled group of corporations (as defined in
section 414(b) of the Internal Revenue Code of 1986, as amended, (the
"Code") that includes the Bank; any trade or business (whether or not
incorporated) that is under common control (as defined in section 414(c) of
the Code) with the Bank; 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 Bank; 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 Bank; and any other entity that is required to be
aggregated with the Bank pursuant to regulations under section 414(o) of
the Code.

      Section 2.2  Bank means Medford Co-operative Bank (or its successors
or assigns, whether by merger, consolidation, sale of assets, statutory
receivership, operation of law or otherwise).

      Section 2.3  Board means the Board of Directors of Medford Co-
operative Bank.

      Section 2.4  Cause means, with respect to the conduct of an Employee
in connection with his employment with any Participating Employer, personal
dishonesty, incompetence, willful misconduct, breach of fiduciary duty
involving personal profit, intentional failure to perform stated duties,
willful violation of any law, rule or regulation (other than traffic
violations or similar offenses) or final cease and desist order in each
case as measured against standards generally prevailing at the relevant
time in the savings and community banking industry.

      Section 2.5  Change of Control means the happening of any of the
following events:

            (i)   the consummation of a reorganization, merger or
      consolidation of the Company with one or more other persons, other
      than a transaction  following which:

                  (A)   at least 51% of the equity ownership interests of
            the entity resulting from such transaction are beneficially
            owned (within the meaning of Rule 13d-3 promulgated under the
            Securities Exchange Act of 1934, as amended ("Exchange Act"))
            in substantially the same relative proportions by persons who,
            immediately prior to such transaction, beneficially owned
            (within the meaning of Rule 13d-3 promulgated under the
            Exchange Act) at least 51% of the outstanding equity ownership
            interests in the Company; and

                  (B)   at least 51% of the securities entitled to vote
            generally in the election of directors of the entity resulting
            from such transaction are beneficially owned (within the
            meaning of Rule 13d-3 promulgated under the Exchange Act) in
            substantially the same relative proportions by persons who,
            immediately prior to such transaction, beneficially owned
            (within the meaning of Rule 13d-3 promulgated under the
            Exchange Act) at least 51% of the securities entitled to vote
            generally in the election of directors of the Company;

            (ii)  the acquisition of all or substantially all of the assets
      of the Company or beneficial ownership (within the meaning of Rule
      13d-3 promulgated under the Exchange Act) of 25% or more of the
      outstanding securities of the Company entitled to vote generally in
      the election of directors by any person or by any persons acting in
      concert;

            (iii) a complete liquidation or dissolution of the Company;

            (iv)  the occurrence of any event if, immediately following
      such event, at least 50% of the members of the Board of Directors of
      the Company do not belong to any of the following groups:

                  (A)   individuals who were members of the Board of
            Directors of the Company on the Effective Date; or

                  (B)   individuals who first became members of the Board
            of Directors of the Company after the Effective Date either:

                        (1)   upon election to serve as a member of the
                  Board of Directors of the Company by affirmative vote of
                  three-quarters of the members of such board, or of a
                  nominating committee thereof, in office at the time of
                  such first election; or

                        (2)   upon election by the shareholders of the
                  Board of Directors of the Company to serve as a member of
                  such board, but only if nominated for election by
                  affirmative vote of three-quarters of the members of the
                  Board of Directors of the Company, or of a nominating
                  committee thereof, in office at the time of such first
                  nomination;

            provided, however, that such individual's election or
            nomination did not result from an actual or threatened election
            contest (within the meaning of Rule 14a-11 of Regulation 14A
            promulgated under the Exchange Act) or other actual or
            threatened solicitation of proxies or consents (within the
            meaning of Rule 14a-11 of Regulation 14A promulgated under the
            Exchange Act) other than by or on behalf of the Board of
            Directors of the Company; or

            (v)   any event which would be described in section 2.7(i),
      (ii), (iii) or (iv) if the term "Bank" were substituted for the term
      "Company" therein; and

            In no event, however, shall a Change of Control be deemed to
      have occurred as a result of any acquisition of securities or assets
      of the Company, the Bank, or a subsidiary of either of them, by the
      Company, the Bank, or any subsidiary of either of them, or by any
      employee benefit plan maintained by any of them.  For purposes of
      this section 2.7, the term "person" shall have the meaning assigned
      to it under sections 13(d)(3) or 14(d)(2) of the Exchange Act.

      Section 2.6  Committee means the Compensation Committee described in
section 4.3.

      Section 2.7  Company  means Mystic Financial, Inc. (or its successors
or assigns, whether by merger, consolidation, sale of assets, statutory
receivership, operation of law or otherwise).

      Section 2.8  Effective Date means November 8, 2000.

      Section 2.9  Employee means any person, including an Officer, who is
employed on a full-time or part-time basis by a Participating Employer,
other than: (a)  a person who is classified as an "independent contractor"
by a Participating Employer even if considered an employee under applicable
law; (b) an Employee receiving long-term disability benefits; or (c) a
person who has an employment contract, change of control agreement or other
agreement with the Bank or a Participating Company who is covered by other
programs which provide severance benefits or by their terms exclude such
person from participation in this Plan.

      Section 2.10  FDI  Act means the Federal Deposit Insurance Act, as
the same may be amended from time to time, and the corresponding provisions
of any successor statute.

      Section 2.11  Involuntary Severance means (a) the discharge or
dismissal of an Employee by a Participating Employer other than for Cause,
or the resignation by the Employee from his position with a Participating
Employer, which resignation the Employee is asked or compelled by a
Participating Employer to tender other than for Cause; or (b) termination
of employment at an Employee's election within sixty (60) days after any
action following a Change of Control which, either alone or together with
other actions, results in: (i) the reduction in the Employee's Salary
without his or her consent; (ii) the assignment of the Employee's principal
place of employment outside a 30 mile radius of his or her principal place
of employment at the time of the Change of Control; or (iii) a material
adverse change in the Employee's title, position or responsibilities at a
Participating Employer.

      Section 2.12  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 Medford Co-operative Bank and
subject to such terms and conditions as may be imposed by the Board of
Directors of Medford Co-operative Bank, shall adopt this Plan.

      Section 2.13  Plan means this Severance Pay Plan of Medford Co-
operative Bank, as the same may be amended from time to time.

      Section 2.14  Plan Administrator means the Committee or any person,
committee, corporation or organization designated in section 4.2, or
appointed pursuant to section 4.2, to perform the responsibilities of that
office.

      Section 2.15  Salary means the Employee's annual rate of base salary
for his or her services to a Participating Employer (excluding overtime,
bonuses and other forms of additional compensation) plus the average annual
commissions earned by the Employee for the three fiscal years (or if
shorter, the Employee's period of employment) preceding the Employee's
Involuntary Severance.  If the Employee is paid on an hourly-rate basis,
Salary shall mean the weekly amount of base wages paid for the number of
hours of work contemplated by such person's normal weekly work schedule.

      Section 2.16  Service means service rendered by an Employee that is,
or would be, recognized under the Employee Stock Ownership Plan of Mystic
Financial, Inc. for vesting purposes as of the date of the Employee's
Involuntary Severance.

                                 ARTICLE III

                                   BENEFIT

      Section 3.2  Severance Benefit for Employees.

      An Employee with at least one (1) year of Service whose employment
with all Participating Employers is terminated under circumstances
constituting an Involuntary Severance, other than for Cause, as a result
of, within twelve months following or within three (3) months prior to a
Change of Control shall be entitled, as severance pay, a lump sum payment
in an amount equal to one month's Salary.  The lump sum severance payment
shall be made as soon as practicable after, but in no case later than five
business days following, the Employee's Involuntary Severance.

      Section 3.2  Vesting.

      The benefit to be provided under section 3.1 of the Plan to an
Employee shall be completely vested and nonforfeitable upon the occurrence
of a Change of Control as described in sections 2.5.

      Section 3.3  Discretionary Severance Benefit.

            (a)   An Employee with at least one year of Service whose
      employment with all Participating Employers is terminated under
      circumstances constituting an Involuntary Severance but not related
      to a Change of Control as provided under section 3.1 who is selected
      for eligibility under the Plan in the sole discretion of the Plan
      Administrator shall be entitled to such severance as the Plan
      Administrator may determine.

      Section 3.4  Benefit Contingent on Execution of Release.

      The severance benefit provision under the Plan (including the
discretionary severance benefit under section 3.3) to any Employee shall be
subject to the condition that the Employee execute and deliver to the Plan
Administrator an instrument, in such form as the Plan Administrator shall
prescribe, which shall include a release in favor of the Participating
Employers.  Such release shall include, but not be limited to, a release of
any claims which the Employee may have against any Participating Employer
under the Age Discrimination in Employment Act of 1967, as amended; the
Fair Labor Standards Act, as amended; the Worker Adjustment Retraining and
Notification Act, as amended; the Civil Rights Act of 1964, as amended;
Title VII of the Civil Rights Act of 1866, as amended; and any other
federal, state or local law, rule or regulation under which the Employee
may have a claim arising out of his employment with a Participating
Employer or the termination of such employment.  No Participating Employer
shall have any obligation to provide a benefit under this Plan to any
Employee who fails or refuses to sign and deliver such a release.

                                 ARTICLE IV

                               ADMINISTRATION

      Section 4.1  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 and
the Board.  This Article IV 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 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 4.2  Plan Administrator.

      There shall be a Plan Administrator, who shall be the Compensation
Committee of the Board of Directors of the 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.  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 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 or evidence of any matter from any
      person as may be necessary or appropriate in the administration of
      the Plan;

            (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 employee communications as shall be required of the Plan
      Administrator under ERISA;

            (f)   To determine any question arising in connection with the
      Plan, including any question of Plan interpretation, and the Plan
      Administrator's decision or action in respect thereof shall be final
      and conclusive and binding upon all persons 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)   To review and dispose of claims under the Plan filed
      pursuant to section 4.4 and appeals of claims decisions pursuant to
      section 4.5;

            (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 the person entitled thereto, to
      direct the application of any amount so payable to the use or benefit
      of such person in any manner that the Plan Administrator may deem
      advisable or to direct in the Plan Administrator's 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 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 4.3  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;

            (b)   To hear and decide appeals, pursuant to the claims
      procedure contained in section 4.5 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 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;

            (e)   To report and make recommendations to the Board regarding
      changes in the Plan, including changes in the operation and
      management of the Plan;

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

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

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

            (i)   To perform any duty or to 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.

      Section 4.4  Claims Procedure.

      Any claim relating to a benefit under the Plan shall be filed with
the Plan Administrator on a form prescribed by it.  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 4.5  Claims Review Procedure.

      Any person whose claim filed pursuant to section 4.4 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 4.4, or, if such
notice is not provided, within 60 days after such claim is deemed denied
pursuant to section 4.4.  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 Participating Employer, and the Plan Administrator shall take
appropriate action to carry out such decision.

      Section 4.6  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 a
      Participating Employer.

      Section 4.7  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 4.5 prior to initiating any claim for judicial review.

            (b)   No bond or other security shall be required of the Plan
      Administrator, or any officer or employee of a Participating 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 4.7(c) pursuant to ERISA, neither the Plan Administrator, nor
      any officer or employee of a Participating 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 4.5, 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 Committee, or
      taking any other action under the Plan.

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

            (f)   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 the Bank and all
      interested parties and shall be subject to judicial modification or
      reversal only to the 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 V

                                MISCELLANEOUS

      Section 5.1  Rights of Employees.

      No Employee shall have any right or claim to any benefit under the
Plan except in accordance with the provisions of the Plan. The
establishment of the Plan shall not be construed as conferring upon any
Employee or other person any legal right to a continuation of employment or
to any terms or conditions of employment, nor as limiting or qualifying the
right of a Participating Employer to discharge any Employee.

      Section 5.2  Non-alienation of Benefit.

      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.

      Section 5.3  Non-duplication of Benefit.

      No provisions in this Plan shall be deemed to duplicate any
compensation or benefits provided under any agreement, plan or program
covering the Employee to which a Participating Employer is a party and any
duplicative amount payable under any such agreement, plan or program shall
be applied as an offset to reduce the amounts otherwise payable hereunder.

      Section 5.4  Construction.

      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 the masculine gender may be read as  referring equally to the feminine
gender or the neuter.  Any reference to an Article or section number shall
refer to an Article or section of the Plan, unless otherwise indicated.

      Section 5.5  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 5.6  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 5.7  Severability.

      The invalidity or unenforceability, in whole or in part, of any
provision of this Plan shall in no way affect the validity or
enforceability of the remainder of such provision or of any other provision
of this Plan, and any provision, or part thereof, deemed to be invalid or
unenforceable shall be reformed as necessary to render it valid and
enforceable to the maximum possible extent.

      Section 5.8  Termination or Amendment.

            (a)   The Participating Employers expect to continue the Plan
      indefinitely, but, subject to the provisions of section 4 hereunder,
      the Participating Employers expressly reserve the right to terminate
      or amend the Plan, in whole or in part, at any time by action of the
      Board; provided, however, that no such amendment or termination which
      adversely affects the current or prospective rights of any Employee
      shall be effective earlier than six (6) months after written notice
      thereof is given to such Employee.

            (b)   In the event that a corporation or trade or business
      other than Medford Co-operative Bank shall adopt this Plan, such
      corporation or trade or business shall, by adopting the Plan, empower
      Medford Co-operative Bank 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 this section 5.8(b);
      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.

      Section 5.9  Required Regulatory Provisions.

      The following provision is included for the purposes of complying
with various laws, rules and regulations applicable to the Bank:

      Notwithstanding anything herein contained to the contrary, any
payments to the Employee by the Bank, whether pursuant to this Plan or
otherwise, are subject to and conditioned upon their compliance with
section 18(k) of the FDI Act and any regulations promulgated thereunder.

If and to the extent that the foregoing provision shall cease to be
required by applicable law, rule or regulation, the same shall become
inoperative automatically as though eliminated by formal amendment of the
Plan.

      Section 5.10  Withholding.

      Payments from this Plan shall be subject to all applicable federal,
state and local income withholding taxes.

      Section 5.11  Status as Welfare Benefit Plan Under ERISA.

      This Plan is an "employee welfare benefit plan" within the meaning of
section 3(1) of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA") and shall be construed, administered and enforced
according to the provisions of ERISA.