CENTRAL BANK
                            SOMERVILLE, MASSACHUSETTS

                                 INCENTIVE PLAN

                                TABLE OF CONTENTS

INTRODUCTION AND HIGHLIGHTS OF                                             PAGE
INCENTIVE PLAN FOR FISCAL 2003..........................................    1- 2

INCENTIVE PLAN

SECTION I - DEFINITIONS.................................................       3

SECTION II - PARTICIPATION..............................................       4

SECTION III - ACTIVATING THE PLAN.......................................       4

SECTION IV - CALCULATIONS OF AWARDS.....................................       4

SECTION V - DISTRIBUTION OF AWARDS......................................       5

SECTION VI - PLAN ADMINISTRATION........................................       5

SECTION VII - AMENDMENT, MODIFICATION, SUSPENSION OR
                   TERMINATION...........................................      5

SECTION VIII - EFFECTIVE DATE............................................      6

SECTION IX - EMPLOYER RELATIONS WITH PARTICIPANTS........................      6

SECTION X - GOVERNING LAW................................................      6

SECTION XI - PRESIDENT'S DISCRETION......................................      6
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                                  CENTRAL BANK
                            SOMERVILLE, MASSACHUSETTS


                         INTRODUCTION AND HIGHLIGHTS OF
                         INCENTIVE PLAN FOR FISCAL 2003

Thomas Warren and Associates has been retained by the Central Bank to develop an
incentive  plan.  It is important  to examine the  benefits  which accrue to the
organization through the operation of the incentive plan.

o    Provides   Motivation:   The  opportunity  for  incentive  awards  provides
     executives with the impetus to "stretch" for  challenging,  yet attainable,
     goals.

o    Provides  Retention:  by  enhancing  the  bank's  competitive  compensation
     posture.

o    Provides Management Team Building:  by making the incentive award dependent
     on the attainment of bank goals, a "team orientation" is fostered among the
     participant group.

o    Provides Competitive Compensation Strategy: The implementation of incentive
     arrangements is common in the banking industry today.



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                                  CENTRAL BANK
                            SOMERVILLE, MASSACHUSETTS


The  highlights  of the incentive  plan  included in the following  pages are as
follows:

     1.   The recommended plan is competitive  compared with similar sized banks
          and the banking industry in general.

     2.   The Board of Directors controls all aspects of the Plan

     3.   All employees level IV and higher are participants, with the exception
          of the Infinex employees.

     4.   The financial  criteria  necessary for plan operation consists of ROAA
          and individual objectives goals.

     5.   Incentive  distributions  range form 0% of base  salary  (did not meet
          goal) to 30% of base salary (maximum performance of plan).

     6.   Award  distribution  would be made  during the fiscal  2004 for fiscal
          2003 performance.

     7.   The categories of incentive plan participants are as follows:

          Position:                                   Range of Bonus Awards:

          CEO                                              0% - 30%

          Senior Vice Presidents                           0% - 25%

          Vice Presidents                                  0% - 20%

          Middle Management Officers                       0% - 15%


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                                  CENTRAL BANK
                            SOMERVILLE, MASSACHUSETTS



The Board of Directors of Central Bank has established  this Incentive Plan. The
purpose  of the plan is to meet and  exceed  financial  goals  and to  promote a
superior level of performance  relative to the bank's  competition in its market
area. Through payment of incentive  compensation beyond base salaries,  the plan
provides reward for meeting and exceeding the bank's  financial goals as well as
recognition of individual achievements for plan participants.

SECTION I - DEFINITIONS

     Various terms used in the plan are defined as follows:

     Base  Salary:  the base salary at the end of the plan year,  excluding  any
     bonuses,  contributions to employee benefit programs, or other compensation
     not designed as salary.

     Board of Directors: The Board of Directors of Central Bank.

     President & CEO: President and CEO of Central Bank.

     Management  Performance  Goals: Those pre-set objectives and goals that are
     required to activate distribution of awards under the plan.

     Compensation  Committee:   The  Compensation  Committee  of  the  Board  of
     Directors of the Bank.

     Plan  Participant:  An  eligible  employee  of the bank  designated  by the
     President  &  CEO  and   approved  by  the   Compensation   Committee   for
     participation for the Plan year.  Infinex employees will not participate in
     the plan.

     Plan Year: The bank's fiscal year.

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SECTION II - ELIGIBILITY TO PARTICIPATE

To be eligible  for an award under the plan, a plan  participant  must be in the
service of the bank at the start and close of the fiscal  year.  If a bonus plan
participant  leaves the employ of the bank  during the plan year,  he/she is not
eligible to receive an award.  However, if the active service with the bank of a
participant in the plan is terminated by death,  disability,  retirement,  or if
the participant is on an approved leave of absence,  the President may recommend
an award to such a  participant  based on the  proportion  of the plan year that
he/she was in active service with the bank. Part time employees will participate
in the Plan.


SECTION III - ACTIVATING THE PLAN


The operation of the plan is predicated on attaining and exceeding the bank ROAA
performance  goal.  The  performance  goal  for the  plan  year is set  forth in
Appendix A.


SECTION IV - CALCULATION OF AWARDS


The Compensation  Committee  designates a rate of distribution for the executive
award. The actual rate of distribution is based upon bank performance.  The full
Board of Directors will approve the plan and annual amendments.


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SECTION V - DISTRIBUTION OF AWARDS

Distribution of awards will be made during the first quarter  following the plan
year after the May Board meeting.  In the event of death,  any approved award as
outlined in Section II for  distribution  will become  payable to the designated
beneficiary of the participant as recorded under the bank's group life insurance
program, or in the absence of a valid designation, to the participant's estate.


SECTION VI - PLAN ADMINISTRATION


The Compensation  Committee shall, with respect to the plan, have full power and
authority to construe,  interpret and manage,  control and administer this plan,
and to pass and decide upon cases in conformity  with the objectives of the plan
under such rules as the Board of Directors of the bank may establish.

Any decision made or action taken by the Bank,  the Board of  Directors,  or the
Compensation   Committee   arising   out  of,  or  in   connection   with,   the
administration,  interpretation,  and  effect  of the  plan  shall  be at  their
absolute discretion and will be conclusive and binding on all parties.

No member of the Board of Directors,  Compensation Committee, or employee of the
bank shall be liable for any act or action  hereunder,  whether of  omission  or
commission,  by a plan participant or employee or by any agent to whom duties in
connection with the administration of the plan have been delegated in accordance
with the provision of the plan.


SECTION VII - AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION


The bank  reserves  the right,  by and through its Board of  Directors to amend,
modify,  suspend,  reinstate or terminate  all or part of the plan at the end of
any plan year.  The Board of Directors  will give prompt  written notice to each
participant  of  any  amendment,  suspension  or  termination  or  any  material
modification  of the plan.  The plan will be modified  should any unusual  event
occur such as an acquisition and /or sale of branch, etc.

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SECTION VIII - EFFECTIVE DATE OF THE PLAN


The initial effective date of the plan shall be April 1, 2001 and the April 1 of
each fiscal year for succeeding plan years.


SECTION IX - EMPLOYER RELATION WITH PARTICIPANTS


Neither  establishment  nor the  maintenance  of the plan shall be  construed as
conferring  any  legal  rights  upon  any   participant  or  any  person  for  a
continuation of employment, nor shall it interfere with the right of an employer
to discharge any  participant or otherwise  deal with him/her  without regard to
the existence of the plan.


SECTION X - GOVERNING LAW


Except to the extent  pre-empted  under federal law, the  provisions of the plan
shall be construed,  administered  and enforced in accordance  with the domestic
internal law of the Commonwealth of Massachusetts.

In the event of relevant changes in the Internal  Revenue Code,  related rulings
and regulations,  or changes imposed by other regulatory  agencies affecting the
continued  appropriateness of the plan and awards made hereunder, the Board may,
at its sole  discretion,  accelerate  or change  the manner of  payments  of any
unpaid awards or amend the provisions of the plan.


SECTION XI - PRESIDENT'S DISCRETION


The  President  and CEO will  review the  amounts  to be  awarded to  individual
participants in the incentive plan. No award will be made to a participant whose
normal performance appraisal does not meet acceptable  standards.  The President
may  recommend to the Board of Directors an  adjustment  to a bonus award for an
individual  if their  performance  warrants.  Board of Directors  may adjust the
President and CEO bonus award.

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