Exhibit 10.2
Employment Agreement between Massachusetts Fincorp, Inc. and Ruth J. Rogers

MASSACHUSETTS FINCORP, INC.
ONE-YEAR
EMPLOYMENT AGREEMENT

      This AGREEMENT ("Agreement") is made effective as of December 22, 
1998, by and between Massachusetts Fincorp, Inc. (the "Holding Company"), a 
corporation organized under the laws of Delaware, with its principal 
offices at 1442 Dorchester Avenue, Boston, Massachusetts, and Ruth J. 
Rogers ("Executive"). Any reference to "Institution" herein shall mean 
Massachusetts Co-operative Bank or any successor thereto.

      WHEREAS, the Holding Company wishes to assure itself of the services 
of Executive for the period provided in this Agreement; and

      WHEREAS, the Executive is willing to serve in the employ of the 
Holding Company on a full-time basis for said period.

      NOW, THEREFORE, in consideration of the mutual covenants herein 
contained, and upon the other terms and conditions hereinafter provided, 
the parties hereby agree as follows:

1.    POSITION AND RESPONSIBILITIES.

      During the period of Executive's employment hereunder, Executive 
agrees to serve as Chief Financial Officer, Treasurer and Corporate 
Secretary of the Holding Company. The Executive shall render administrative 
and management services to the Holding Company such as are customarily 
performed by persons in a similar executive capacity. During said period, 
Executive also agrees to serve, if elected, as an officer or director of 
any subsidiary of the Holding Company. 

2.    TERMS.

      (a)   The period of Executive's employment under this Agreement shall 
be deemed to have commenced as of the date first above written and shall 
continue for a period of twelve (12) full calendar months thereafter. 
Commencing on the date of the execution of this Agreement, the term of this 
Agreement shall be extended for one day each day until such time as the 
board of directors of the Holding Company (the "Board") or Executive elects 
not to extend the term of the Agreement by giving written notice to the 
other party in accordance with Section 8 of this Agreement, in which case 
the term of this Agreement shall be fixed and shall end on the first 
anniversary of the date of such written notice.

      (b)   During the period of Executive's employment hereunder, except 
for periods of absence occasioned by illness, reasonable vacation periods, 
and reasonable leaves of absence, Executive shall devote substantially all 
her business time, attention, skill, and efforts to the faithful 
performance of her duties hereunder, including activities and services 
related to the organization, operation and management of the Holding 
Company and its direct or indirect subsidiaries ("Subsidiaries") and 
participation in community, professional and civic organizations; provided, 
however, that, with the approval of the Board, as evidenced by a resolution 
of such Board, from time to time, Executive may serve, or continue to 
serve, on the boards of directors of, and hold any other offices or 
positions in, companies or organizations, which, in such Board's judgment, 
will not present any conflict of interest with the Holding Company or its 
Subsidiaries, or materially affect the performance of Executive's duties 
pursuant to this Agreement.

      (c)   Notwithstanding anything herein contained to the contrary, 
Executive's employment with the Holding Company may be terminated by the 
Holding Company or Executive during the term of this Agreement, subject to 
the terms and conditions of this Agreement. However, Executive shall not 
perform, in any respect, directly or indirectly, during the pendency of his 
temporary or permanent suspension or termination from the Institution, 
duties and responsibilities formerly performed at the Institution as part 
of his duties and responsibilities as Chief Financial Officer, Treasurer 
and Corporate Secretary of the Holding Company.

3.    COMPENSATION AND REIMBURSEMENT.

      (a)   The Bank shall pay Executive as compensation a salary of 
$69,000 per year ("Base Salary") payable in accordance with the normal 
payroll practices of the Bank. Base Salary shall include any amounts of 
compensation deferred by Executive under any tax-qualified retirement or 
welfare benefit plan or any other deferred compensation arrangement 
maintained by the Bank.  During the period of this Agreement, Executive's 
Base Salary shall be reviewed at least annually; the first such review will 
be made no later than one year from the date of this Agreement. Such review 
shall be conducted by the Board or by a Committee of the Board delegated 
such responsibility by the Board. The Committee or the Board may increase 
Executive's Base Salary. Any increase in Base Salary shall become the "Base 
Salary" for purposes of this Agreement. In addition to the Base Salary 
provided in this Section 3(a), the Holding Company shall also provide 
Executive, at no premium cost to Executive, with all such other benefits as 
provided uniformly to permanent full-time employees of the Holding Company 
and its Subsidiaries.

      (b)   Discretionary Bonuses. The Executive shall be entitled to 
participate in an equitable manner with all other executive officers of the 
Holding Company in discretionary bonuses as authorized and declared by the 
Holding Company Board to executive employees. No other compensation 
provided for in this Agreement shall be deemed a substitute for the 
Executive's right to participate in such bonuses when and as declared by 
the Holding Company Board.

      (c)   The Executive shall be entitled to participate in any employee 
benefit plans, arrangements and perquisites substantially equivalent to 
those in which Executive was participating or otherwise deriving benefit 
from immediately prior to the beginning of the term of this Agreement, and 
the Holding Company will not, without Executive's prior written consent, 
make any changes in such plans, arrangements or perquisites which would 
materially adversely affect Executive's rights or benefits thereunder; 
except to the extent such changes are made applicable to all Holding 
Company employees on a non-discriminatory basis. Without limiting the 
generality of the foregoing provisions of this Subsection (c), Executive 
shall be entitled to participate in or receive benefits under all plans 
relating to stock options, restricted stock awards, stock purchases, 
pension, thrift, supplemental retirement, profit-sharing, employee stock 
ownership, group life insurance, medical and other health and welfare 
coverage, education, cash or stock bonuses that are now or hereafter made 
available by the Holding Company in the future to its senior executives and 
key management employees, subject to and on a basis consistent with the 
terms, conditions and overall administration of such plans and 
arrangements. Nothing paid to the Executive under any such plan or 
arrangement will be deemed to be in lieu of other compensation to which the 
Executive is entitled under this Agreement.

4.    PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION.

      (a)   Upon the occurrence of an Event of Termination (as herein 
defined) during the Executive's term of employment under this Agreement, 
the provisions of this Section shall apply. As used in this Agreement, an 
"Event of Termination" shall mean and include any one or more of the 
following: (i) the termination by the Holding Company of Executive's full-
time employment hereunder for any reason other than termination governed by 
Section 5(a) hereof, or for Cause, as defined in Section 7 hereof; (ii) 
Executive's resignation from the Holding Company's employ, upon, any (A) 
failure to elect or reelect or to appoint or reappoint Executive as Chief 
Financial Officer, Treasurer and Corporate Secretary, unless consented to 
by the Executive, (B) a material change in Executive's function, duties, or 
responsibilities with the Holding Company or its Subsidiaries, which change 
would cause Executive's position to become one of lesser responsibility, 
importance, or scope from the position and attributes thereof described in 
Section 1, above, unless consented to by the Executive, (C) a relocation of 
Executive's principal place of employment by more than 25 miles from its 
location at the effective date of this Agreement, unless consented to by 
the Executive, (D) a material reduction in the benefits and perquisites to 
the Executive from those being provided as of the effective date of this 
Agreement, unless consented to by the Executive, (E) a liquidation or 
dissolution of the Holding Company or the Institution, or (F) breach of 
this Agreement by the Holding Company. Upon the occurrence of any event 
described in clauses (A), (B), (C), (D), (E) or (F), above, Executive shall 
have the right to elect to terminate his employment under this Agreement by 
resignation upon not less than sixty (60) days prior written notice given 
within six (6) full calendar months after the event giving rise to said 
right to elect.

      (b)   Upon the occurrence of an Event of Termination, on the Date of 
Termination, as defined in Section 8, the Holding Company shall be 
obligated to pay Executive, or, in the event of his subsequent death, his 
beneficiary or beneficiaries, or his estate, as the case may be, a sum 
equal to the sum of: (i) the Base Salary and bonuses in accordance with 
Sections 3(a) and 3(b); respectively, that would have been paid to 
Executive for the remaining term of this Agreement had the Event of 
Termination not occurred, plus the value as calculated by a recognized firm 
customarily performing such valuation, of any stock options or related 
rights which as of the Date of Termination have been granted to Executive 
but are not exercisable by Executive and the value of any restricted stock 
or related rights which have been granted to Executive; but in which 
Executive does not have a non-forfeitable or fully-vested interest as of 
the Date of Termination; and; and (ii) all benefits, including health 
insurance in accordance with Section 3(c) that would have been provided to 
Executive for the remaining term of the this Agreement had an Event of 
Termination not occur At the election of the Executive, which election is 
to be made upon an Event of Termination, such payments shall be made in a 
lump sum. In the event that no election is made, payment to the Executive 
will be made on a monthly basis in approximately equal installments during 
the remaining term of the Agreement. Such payments shall not be reduced in 
the event the Executive obtains other employment following termination of 
employment.

      (c)   Upon the occurrence of an Event of Termination, the Holding 
Company will cause to be continued life, medical, dental and disability 
coverage substantially equivalent to the coverage maintained by the Holding 
Company or its Subsidiaries for Executive prior to her termination at no 
premium cost to the Executive. Such coverage shall cease upon the 
expiration of the remaining term of this Agreement.

5.    CHANGE IN CONTROL.

      (a)   For purposes of this Agreement, a "Change in Control" shall 
mean an event of a nature that: (i) would be required to be reported in 
response to Item 1(a) of the current report on Form 8-K, as in effect on 
the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange 
Act of 1934 (the "Exchange Act"); or (ii) results in a Change in Control of 
the Bank or the Holding Company within the meaning of the Change in Bank 
Control Act and the Rules and Regulations promulgated by the Federal 
Deposit Insurance Corporation ("FDIC") at 12 C.F.R. [Section Sign] 303.4(a) 
with respect to the Bank and the Board of Governors of the Federal Reserve 
System ("FRB") at 12 C.F.R. [Section Sign] 225.41(b) with respect to the 
Holding Company, as in effect on the date hereof; or (iii) results in a 
transaction requiring prior FRB approval under the Bank Holding Company Act 
of 1956 and the regulations promulgated thereunder by the FRB at 12 C.F.R. 
[Section Sign] 225.11, as in effect on the date hereof except for the 
Holding Company's acquisition of the Bank; or (iv) without limitation such 
a Change in Control shall be deemed to have occurred at such time as (A) 
any "person" (as the term is used in Sections 13(d) and 14(d) of the 
Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-
3 under the Exchange Act), directly or indirectly, of securities of the 
Bank or the Holding Company representing 20% or more of the Bank's or the 
Holding Company's outstanding securities except for any securities of the 
Bank purchased by the Holding Company in connection with the conversion of 
the Bank to the stock form and any securities purchased by any tax 
qualified employee benefit plan of the Bank; or (B) individuals who 
constitute the Board of Directors on the date hereof (the "Incumbent 
Board") cease for any reason to constitute at least a majority thereof, 
provided that any person becoming a director subsequent to the date hereof 
whose election was approved by a vote of at least three-quarters of the 
directors comprising the Incumbent Board, or whose nomination for election 
by the Holding Company's stockholders was approved by the same Nominating 
Committee serving under an Incumbent Board, shall be, for purposes of this 
clause (B), considered as though he were a member of the Incumbent Board; 
or (C) a plan of reorganization, merger, consolidation, sale of all or 
substantially all the assets of the Bank or the Holding Company or similar 
transaction occurs in which the Bank or Holding Company is not the 
resulting entity; or (D) solicitations of shareholders of the Holding 
Company, by someone other than the current management of the Holding 
Company, seeking stockholder approval of a plan or reorganization, merger 
of consolidation of the Holding Company or Bank or similar transaction with 
one or more corporations as a result of which the outstanding shares of the 
class of securities then subject to the plan or transaction are exchanged 
for or converted into cash or property or securities not issued by the Bank 
or the Holding Company shall be distributed; or (E) a tender offer is made 
for 20% or more of the voting securities of the Bank or the Holding 
Company.

      (b)   If a Change in Control has occurred pursuant to Section 5(a) or 
the Board has determined that a Change in Control has occurred, Executive 
shall be entitled to the benefits provided in paragraphs (c) and (d), of 
this Section 5 upon her subsequent termination of employment at any time 
during the term of this Agreement due to (i) Executive's dismissal, or (ii) 
Executive's voluntary resignation following any demotion, loss of title, 
office or significant authority or responsibility, reduction in the annual 
compensation or reduction in benefits or relocation of her principal place 
of employment by more than 25 miles from its location immediately prior to 
the change in control, unless such termination is because of her death or 
termination for Cause.

      (c)   Upon the Executive's entitlement to benefits pursuant to 
Section 5(b), the Holding Company shall pay Executive, or in the event of 
her subsequent death, her beneficiary or beneficiaries, or her estate, as 
the case may be, as severance pay or liquidated damages, or both, a sum 
equal to the greater of: (1) the Base Salary and bonuses in accordance with 
Sections 3(a) and 3(b), respectively, that would have been paid to 
Executive for the payments due for the remaining term of the Agreement had 
the event described in Subsection (b) of this Section 5 not occurred, plus 
value, as calculated by a recognized firm customarily performing such 
valuation, of any stock option or related rights which as of the Date of 
Termination have been granted to Executive, but are not exercisable by 
Executive and the value of restricted stock awards or related rights which 
have been granted to Executive, but which Executive does not have a non-
forfeitable or fully-vested interest as of the Date of Termination and all 
benefits, including health insurance, in accordance with Section 3(c) that 
would have been provided to Executive for the remaining term of this 
Agreement had the event described in Subsection (b) of this Section 5 not 
occurred; or 2) three (3) times Executive's Average Annual Compensation (as 
defined herein) for the five (5) most recent taxable years that Executive 
has been employed by the Bank or such lesser number of years in the event 
that Executive shall have been employed by the Bank for less than five (5) 
years. Such "Average Annual Compensation" shall include all taxable income 
paid by the Bank or Holding Company, including but not limited to, Base 
Salary, commissions, and bonuses, as well as contributions on Executive's 
behalf to any pension and/or profit sharing plan, severance payments, 
retirement payments, directors or committee fees and fringe benefits paid 
or to be paid to the Executive in any such year and payment of any expense 
items without accountability or business purpose or that do not meet the 
Internal Revenue Service requirements for deductibility by the Bank. At the 
election of the Executive, which election is to be made prior to a Change 
in Control, such payment shall be made in a lump sum. In the event that no 
election is made, payment to the Executive will be made on a monthly basis 
in approximately equal installments during the remaining term of the 
Agreement. Such payments shall not be reduced in the event Executive 
obtains other employment following termination of employment.

      (d)   Upon the Executive's entitlement to benefits pursuant to 
Section 5(b), the Company will cause to be continued life, medical, dental 
and disability coverage substantially equivalent to the coverage maintained 
by the Institution for Executive at no premium cost to Executive prior to 
his severance. Such coverage and payments shall cease upon the expiration 
of twelve (12) months following the Change in Control.

6.    CHANGE OF CONTROL RELATED PROVISIONS.

      In each calendar year that Executive is entitled to receive payments 
or benefits under the provisions of this Employment Agreement, the Holding 
Company shall determine if an excess parachute payment (as defined in 
Section 4999 of the Internal Revenue Code of 1986, as amended, and any 
successor provision thereto, (the "Code")) exists. Such determination shall 
be made after taking any reductions permitted pursuant to Section 280G of 
the Code and the regulations thereunder. Any amount determined to be an 
excess parachute payment after taking into account such reductions shall be 
hereafter referred to as the "Initial Excess Parachute Payment". As soon as 
practicable after a Change in Control, the Initial Excess Parachute Payment 
shall be determined. Upon the Date of Termination following a Change in 
Control, the Holding Company shall pay Executive, subject to applicable 
withholding requirements under applicable state or federal law, an amount 
equal to:

            (1)   twenty (20) percent of the Initial Excess Parachute 
      Payment (or such other amount equal to the tax imposed under Section 
      4999 of the Code); and

            (2)   such additional amount (tax allowance) as may be 
      necessary to compensate Executive for the payment by Executive of 
      state and federal income and excise taxes on the payment provided 
      under clause (1) and on any payments under this Clause (2). In 
      computing such tax allowance, the payment to be made under Clause (1) 
      shall be multiplied by the "gross up percentage" ("GUP"). The GUP 
      shall be determined as follows:

                   Tax Rate
            GUP = -----------
                  1- Tax Rate

            The "Tax Rate" for purposes of computing the GUP shall be the 
            sum of the highest marginal federal and state income and 
            employment-related tax rates, including any applicable excise 
            tax rates, applicable to the Executive in the year in which the 
            payment under Clause (1) is made.

            (3)   Notwithstanding the foregoing, if it shall subsequently 
      be determined in a final judicial determination or a final 
      administrative settlement to which Executive is a party that the 
      excess parachute payment as defined in Section 4999 of the Code, 
      reduced as described above, is more than the Initial Excess Parachute 
      Payment (such different amount being hereafter referred to as the 
      "Determinative Excess Parachute Payment") then the Holding Company's 
      independent accountants shall determine the amount (the "Adjustment 
      Amount") the Holding Company must pay to the Executive in order to 
      put the Executive in the same position as the Executive would have 
      been if the Initial Excess Parachute Payment had been equal to the 
      Determinative Excess Parachute Payment. In determining the Adjustment 
      Amount, independent accountants of the Holding Company shall take 
      into account any and all taxes (including any penalties and interest) 
      paid by or for Executive or refunded to Executive or for Executive's 
      benefit. As soon as practicable after the Adjustment Amount has been 
      so determined, the Holding Company shall pay the Adjustment Amount to 
      Executive. In no event however, shall Executive make any payment 
      under this paragraph to the Holding Company.

7.    TERMINATION FOR CAUSE.

      The term "Termination for Cause" shall mean termination because of 
Executive's personal dishonesty, willful misconduct, any breach of 
fiduciary duty involving personal profit, intentional failure to perform 
stated duties, willful violation of any law, rule, regulation (other than 
traffic violations or similar offenses), final cease and desist order or 
material breach of any provision of this Agreement. Notwithstanding the 
foregoing, Executive shall not be deemed to have been terminated for Cause 
unless and until there shall have been delivered to her a Notice of 
Termination which shall include a copy of a resolution duly adopted by the 
affirmative vote of not less than three-fourths of the members of the Board 
at a meeting of the Board called and held for that purpose (after 
reasonable notice to Executive and an opportunity for, together with 
counsel, to be heard before the Board), finding that in the good faith 
opinion of the Board, Executive was guilty of conduct justifying 
Termination for Cause and specifying the particulars thereof in detail. The 
Executive shall not have the right to receive compensation or other 
benefits for any period after Termination for Cause.  During the period 
beginning on the date of the Notice of Termination for Cause pursuant to 
Section 8 hereof through the Date of Termination, stock options and related 
limited rights granted to Executive under any stock option plan shall not 
be exercisable nor shall any unvested awards granted to Executive under any 
stock benefit plan of the Institution, the Holding Company or any 
subsidiary or affiliate thereof, vest. At the Date of Termination, such 
stock options and related limited rights and any such unvested awards shall 
become null and void and shall not be exercisable by or delivered to 
Executive at any time subsequent to such Termination for Cause.

8.    NOTICE.

      (a)   Any purported termination by the Holding Company or by 
Executive shall be communicated by Notice of Termination to the other party 
hereto. For purposes of this Agreement, a "Notice of Termination" shall 
mean a written notice which shall indicate the specific termination 
provision in this Agreement relied upon and shall set forth in reasonable 
detail the facts and circumstances claimed to provide a basis for 
termination of Executive's employment under the provision so indicated.

      (b)   "Date of Termination" shall mean the date specified in the 
Notice of Termination (which, in the case of a Termination for Cause, shall 
not be less than thirty (30) days from the date such Notice of Termination 
is given).

      (c)   If, within thirty (30) days after any Notice of Termination is 
given, the party receiving such Notice of Termination notifies the other 
party that a dispute exists concerning the termination, except upon the 
occurrence of a Change in Control and voluntary termination by the 
Executive in which case the Date of Termination shall be the date specified 
in the Notice, the Date of Termination shall be the date on which the 
dispute is finally determined, either by mutual written agreement of the 
parties, by a binding arbitration award, or by a final judgment, order or 
decree of a court of competent jurisdiction (the time for appeal therefrom 
having expired and no appeal having been perfected) and provided further 
that the Date of Termination shall be extended by a notice of dispute only 
if such notice is given in good faith and the party giving such notice 
pursues the resolution of such dispute with reasonable diligence. 
Notwithstanding the pendency of any such dispute, the Holding Company will 
continue to pay Executive her full compensation in effect when the notice 
giving rise to the dispute was given (including, but not limited to, Base 
Salary) and continue her as a participant in all compensation, benefit and 
insurance plans in which she was participating when the notice of dispute 
was given, until the dispute is finally resolved in accordance with this 
Agreement. Amounts paid under this Section are in addition to all other 
amounts due under this Agreement and shall not be offset against or reduce 
any other amounts due under this Agreement.

9.    POST-TERMINATION OBLIGATIONS.

      All payments and benefits to Executive under this Agreement shall be 
subject to Executive's compliance with this Section 9 for one (1) full year 
after the earlier of the expiration of this Agreement or termination of 
Executive's employment with the Holding Company. Executive shall, upon 
reasonable notice, furnish such information and assistance to the Holding 
Company as may reasonably be required by the Holding Company in connection 
with any litigation in which it or any of its subsidiaries or affiliates 
is, or may become, a party.

10.   NON-COMPETITION AND NON-DISCLOSURE.

      (a)   Upon any termination of Executive's employment hereunder 
pursuant to Section 4 hereof, Executive agrees not to compete with the 
Holding Company or its Subsidiaries for a period of one (1) year following 
such termination in any city, town or county in which the Executive's 
normal business office is located and the Holding Company or any of its 
Subsidiaries has an office or has filed an application for regulatory 
approval to establish an office, determined as of the effective date of 
such termination, except as agreed to pursuant to a resolution duly adopted 
by the Board. Executive agrees that during such period and within said 
cities, towns and counties, Executive shall not work for or advise, consult 
or otherwise serve with, directly or indirectly, any entity whose business 
materially competes with the depository, lending or other business 
activities of the Holding Company or its Subsidiaries. The parties hereto, 
recognizing that irreparable injury will result to the Holding Company or 
its Subsidiaries, its business and property in the event of Executive's 
breach of this Subsection 10(a) agree that in the event of any such breach 
by Executive, the Holding Company or its Subsidiaries, will be entitled, in 
addition to any other remedies and damages available, to an injunction to 
restrain the violation hereof by Executive, Executive's partners, agents, 
servants, employees and all persons acting for or under the direction of 
Executive. Executive represents and admits that in the event of the 
termination of his employment pursuant to Section 7 hereof, Executive's 
experience and capabilities are such that Executive can obtain employment 
in a business engaged in other lines and/or of a different nature than the 
Holding Company or its Subsidiaries, and that the enforcement of a remedy 
by way of injunction will not prevent Executive from earning a livelihood. 
Nothing herein will be construed as prohibiting the Holding Company or its 
Subsidiaries from pursuing any other remedies available to the Holding 
Company or its Subsidiaries for such breach or threatened breach, including 
the recovery of damages from Executive.

      (b)   Executive recognizes and acknowledges that the knowledge of the 
business activities and plans for business activities of the Holding 
Company and its Subsidiaries as it may exist from time to time, is a 
valuable, special and unique asset of the business of the Holding Company 
and its Subsidiaries. Executive will not, during or after the term of his 
employment, disclose any knowledge of the past, present, planned or 
considered business activities of the Holding Company and its Subsidiaries 
thereof to any person, firm, corporation, or other entity for any reason or 
purpose whatsoever unless expressly authorized by the Board of Directors or 
required by law. Notwithstanding the foregoing, Executive may disclose any 
knowledge of banking, financial and/or economic principles, concepts or 
ideas which are not solely and exclusively derived from the business plans 
and activities of the Holding Company. In the event of a breach or 
threatened breach by the Executive of the provisions of this Section, the 
Holding Company will be entitled to an injunction restraining Executive 
from disclosing, in whole or in part, the knowledge of the past, present, 
planned or considered business activities of the Holding Company or its 
Subsidiaries or from rendering any services to any person, firm, 
corporation, other entity to whom such knowledge, in whole or in part, has 
been disclosed or is threatened to be disclosed. Nothing herein will be 
construed as prohibiting the Holding Company from pursuing any other 
remedies available to the Holding Company for such breach or threatened 
breach, including the recovery of damages from Executive.

11.   SOURCE OF PAYMENTS.

      (a)   All payments provided in this Agreement shall be timely paid in 
cash or check from the general funds of the Holding Company subject to 
Section 11(b).

      (b)   Notwithstanding any provision herein to the contrary, to the 
extent that payments and benefits, as provided by this Agreement, are paid 
to or received by Executive under the Employment Agreement dated December 
22, 1998, between Executive and the Institution, such compensation payments 
and benefits paid by the Institution will be subtracted from any amount due 
simultaneously to Executive under similar provisions of this Agreement. 
Payments pursuant to this Agreement and the Institution Agreement shall be 
allocated in proportion to the level of activity and the time expended on 
such activities by the Executive as determined by the Holding Company and 
the Institution on a quarterly basis. 

12.   EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFITS PLANS.

      This Agreement contains the entire understanding between the parties 
hereto and supersedes any prior employment agreement between the Holding 
Company or any predecessor of the Holding Company and Executive, except 
that this Agreement shall not affect or operate to reduce any benefit or 
compensation inuring to the Executive of a kind elsewhere provided. No 
provision of this Agreement shall be interpreted to mean that Executive is 
subject to receiving fewer benefits than those available to him without 
reference to this Agreement

13.   NO ATTACHMENT.

      (a)   Except as required by law, no right to receive payments under 
this Agreement shall be subject to anticipation, commutation, alienation, 
sale, assignment, encumbrance, charge, pledge, or hypothecation, or to 
execution, attachment, levy, or similar process or assignment by operation 
of law, and any attempt, voluntary or involuntary, to affect any such 
action shall be null, void, and of no effect.

      (b)   This Agreement shall be binding upon, and inure to the benefit 
of, Executive and the Holding Company and their respective successors and 
assigns.

14.   MODIFICATION AND WAIVER.

      (a)   This Agreement may not be modified or amended except by an 
instrument in writing signed by the parties hereto.

      (b)   No term or condition of this Agreement shall be deemed to have 
been waived, nor shall there be any estoppel against the enforcement of any 
provision of this Agreement, except by written instrument of the party 
charged with such waiver or estoppel. No such written waiver shall be 
deemed a continuing waiver unless specifically stated therein, and each 
such waiver shall operate only as to the specific term or condition waived 
and shall not constitute a waiver of such term or condition for the future 
as to any act other than that specifically waived.

15.   SEVERABILITY.

      If, for any reason, any provision of this Agreement, or any part of 
any provision, is held invalid, such invalidity shall not affect any other 
provision of this Agreement or any part of such provision not held so 
invalid, and each such other provision and part thereof shall to the full 
extent consistent with law continue in full force and effect.

16.   HEADINGS FOR REFERENCE ONLY.

      The headings of sections and paragraphs herein are included solely 
for convenience of reference and shall not control the meaning or 
interpretation of any of the provisions of this Agreement.

17.   GOVERNING LAW.

      This Agreement shall be governed by the laws of the State of Delaware 
without regards to principles of conflicts of law of this state.

18.   ARBITRATION.

      Any dispute or controversy arising under or in connection with this 
Agreement shall be settled exclusively by arbitration, conducted before a 
panel of three arbitrators sitting in a location selected by the Executive 
within fifty (50) miles from the location of the Institution, in accordance 
with the rules of the American Arbitration Association then in effect. 
Judgment may be entered on the arbitrator's award in any court having 
jurisdiction; provided, however, that Executive shall be entitled to seek 
specific performance of his right to be paid until the Date of Termination 
during the pendency of any dispute or controversy arising under or in 
connection with this Agreement.

      In the event any dispute or controversy arising under or in 
connection with Executive's termination is resolved in favor of the 
Executive, whether by judgment, arbitration or settlement, Executive shall 
be entitled to the payment of all back-pay, including salary, bonuses and 
any other cash compensation, fringe benefits and any compensation and 
benefits due Executive under this Agreement.

19.   PAYMENT OF LEGAL FEES.

      All reasonable legal fees paid or incurred by Executive pursuant to 
any dispute or question of interpretation relating to this Agreement shall 
be paid or reimbursed by the Holding Company, if Executive is successful 
pursuant to a legal judgment, arbitration or settlement.

20.   INDEMNIFICATION.

      (a)   The Holding Company shall provide Executive (including her 
heirs, executors and administrators) with coverage under a standard 
directors' and officers' liability insurance policy at its expense and 
shall indemnify Executive (and her heirs, executors and administrators) to 
the fullest extent permitted under Delaware law against all expenses and 
liabilities reasonably incurred by her in connection with or arising out of 
any action, suit or proceeding in which she may be involved by reason of 
her having been a director or officer of the Holding Company (whether or 
not she continues to be a director or officer at the time of incurring such 
expenses or liabilities), such expenses and liabilities to include, but not 
be limited to, judgments, court costs and attorneys' fees and the cost of 
reasonable settlements.

      (b)   Any payments made to Executive pursuant to this Section are 
subject to and conditioned upon compliance with 12 U.S.C. Section 1828(k) 
and 12 C.F.R. Part 359 and any rules or regulations promulgated thereunder.

21.   SUCCESSOR TO THE HOLDING COMPANY.

      The Holding Company shall require any successor or assignee, whether 
direct or indirect, by purchase, merger, consolidation or otherwise, to all 
or substantially all the business or assets of the Institution or the 
Holding Company, expressly and unconditionally to assume and agree to 
perform the Holding Company's obligations under this Agreement, in the same 
manner and to the same extent that the Holding Company would be required to 
perform if no such succession or assignment had taken place.

                                 SIGNATURES

      IN WITNESS WHEREOF, Massachusetts Fincorp, Inc. has caused this 
Agreement to be executed and its seal to be affixed hereunto by its duly 
authorized officer and its directors, and Executive has signed this 
Agreement, on the 22nd day of December, 1998.


ATTEST:                                MASSACHUSETTS FINCORP, INC.

/s/ Kathleen M. Connelly               By:  /s/ Paul C. Green
------------------------------              ---------------------------
Kathleen M. Connelly                        Paul C. Green
                                            For the Entire Board of 
                                            Directors

            [SEAL]

WITNESS:

/s/  Kathleen M. Connelly              By:  /s/ Ruth J. Rogers
------------------------------              ---------------------------
Kathleen M. Connelly                        Ruth J. Rogers
                                            Executive