Central Co-operative Bank



                 Senior Management Incentive Compensation Plan



                                   Fiscal 2005













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                            CENTRAL CO-OPERATIVE BANK
                            SOMERVILLE, MASSACHUSETTS

                  SENIOR MANAGEMENT INCENTIVE COMPENSATIONPLAN

                                Table of Contents

                                                                           Page
Introduction and Highlights of
Incentive Plan for Fiscal 2005..........................................   2- 3

Incentive Plan

Section I - Definitions.................................................   4

Section II - Eligibility to Participate.................................   4

Section III - Activating the Plan.......................................   5

Section lV - Calculations of Awards.....................................   5

Section V - Distribution of Awards......................................   5

Section VI - Plan Administration........................................   5

Section VII - Amendment, Modification, Suspension or
                   Termination..........................................   6

Section VIII - Effective Date...........................................   6

Section IX - Employer Relation with Participants........................   6

Section X - Governing Law...............................................   6

Section XI - President's Discretion.....................................   7

Fiscal 2005 Performance Goals........................................ Appendix A

Distribution of Awards............................................... Appendix B


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                            CENTRAL CO-OPERATIVE BANK
                            Somerville, Massachusetts


                         Introduction and Highlights of
                         Incentive Plan for Fiscal 2005

     Thomas  Warren and  Associates  has been retained by the 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 CO-OPERATIVE 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.   The Plan is directed at the Bank's five senior executives

4.   The  financial   criterion   necessary  for  plan  operation   consists  of
     achievement of specified levels of ROAA

5.   Incentive distributions range from 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  2006 for fiscal 2005
     performance.

7.   The categories of incentive plan  participants  and the related bonus range
     are as follows:

            Position:                          Range of Bonus Awards:

            CEO                                      0% - 30%

            Senior Vice Presidents                   0% - 25%




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                            CENTRAL CO-OPERATIVE BANK
                            Somerville, Massachusetts



The  Board of  Directors  of  Central  Co-operative  Bank has  established  this
Incentive  Plan. The purpose of the plan is to incent senior  management 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  earned  during the plan year,  excluding any
     bonuses, commissions,  contributions to employee benefit programs, or other
     compensation not designated as salary.

     Board of Directors: The Board of Directors of Central Co-operative Bank.

     President & CEO: President and CEO of Central Co-operative 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: The Bank's President & CEO and all Senior Vice Presidents

     Plan Year: The Bank's fiscal year


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 on  September  30, 2004 and at the close of the fiscal year.
If a 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

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an award to such a  participant  based on the  proportion  of the plan year that
he/she was in active service with the Bank.


SECTION III - ACTIVATING THE PLAN

The  operation of the plan is  predicated  on  attaining  or exceeding  the 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 each award. The
actual rate of distribution is based upon Bank performance.  The Bank's Board of
Directors will approve the plan and annual amendments.


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 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.



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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.


SECTION VIII - EFFECTIVE DATE OF THE PLAN

The effective date of the plan shall be April 1, 2004.


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.




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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 his/her  performance  warrants.  The Board of Directors may adjust
the President and CEO bonus award.










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