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                                                                    Exhibit 10.6



                              ABINGTON SAVINGS BANK

                             Abington, Massachusetts

                        SENIOR MANAGEMENT INCENTIVE PLAN


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                              ABINGTON SAVINGS BANK
                             Abington, Massachusetts


                                 INCENTIVE PLAN


                                Table of Contents

<TABLE>
<CAPTION>
                                                                                                             Page

                    <S>                                                                                      <C>
                    Introduction and Highlights of

                    Incentive Plan............................................................................1-2

                    Incentive Plan

                    Section I - Definitions.....................................................................3

                    Section 11 - Participation..................................................................4

                    Section III - Activating the Plan...........................................................4

                    Section IV - Calculation 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

</TABLE>


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                              ABINGTON SAVINGS BANK

                             Abington, Massachusetts

                         INTRODUCTION AND HIGHLIGHTS OF

                                 INCENTIVE PLAN

Thomas Warren and Associates has been retained by the Abington Savings 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. The plan
impacts directly on senior officers - those most critical to the bank's success
- and its purpose can be summarized as follows:

    *  PROVIDES MOTIVATION: The opportunity for incentive awards provides
       executives with the impetus to "stretch" for challenging, yet attainable,
       goals.

    *  PROVIDES RETENTION: by enhancing the bank's competitive compensation
       posture.

    *  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.


    *  PROVIDES COMPETITIVE COMPENSATION STRATEGY: The implementation of
       incentive arrangements is common in the banking industry today.

                                       -1-

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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. Senior Officers are participants.

       4. The financial criteria necessary for plan operation consists of an ROE
          and Individual Objectives goals that are directly related to the
          bank's strategic business plan.

       5. Incentive distributions range from 0% of base salary (did not meet
          goal) to 40% of base salary (maximum performance under plan).

       6. Award distribution would be made during the first quarter for the
          prior year's performance.

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

<TABLE>
<CAPTION>
                                    POSITION                               RANGE OF BONUS AWARDS

                              <S>                                          <C>
                              President & CEO                                       0% - 40%

                              Executive Vice President                              0% - 35%

                              Senior Vice President & Treasurer

                              Senior Officers                                       0% - 30%

</TABLE>


                                       -2-

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                              ABINGTON SAVINGS BANK

                             Abington, Massachusetts


The Board of Directors of Abington Savings 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 designated as salary.

         BOARD OF Directors: The Board of Directors of Abington Savings Bank.

         PRESIDENT & CEO: President and CEO Abington Savings Bank.

         MANAGEMENT PERFORMANCE GOALS: Those pre-set objectives and goals which
         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.

         PLAN YEAR: The calendar year.

                                       -3-

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SECTION 11 - ELIGIBILITY TO PARTICIPATE

To be eligible for an award under the plan, a plan participant must be in the
full-time service of the bank at the start and close of the calendar 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 full-time 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. The plan
participants for the plan year are set forth in Appendix A.

SECTION III - ACTIVATING THE PLAN

The operation of the plan is predicated on attaining and exceeding management
performance goals. The goals will consist of ROE and Individual Objectives. The
performance goals for the plan year are set forth in Appendix B.

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 final award distributions.

                                       -4-

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SECTION V - DISTRIBUTION OF AWARDS

Distribution of awards will be made during the first quarter following the plan
year. Distribution of the bonus award must be approved by the Compensation
Committee. 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 Compensation Committee will give prompt written notice to
each participant of any amendment, suspension or termination or any material
modification of the plan.

                                       -5-

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SECTION VIII - EFFECTIVE DATE OF THE PLAN

The initial effective date of the plan shall be January 1, 1999 and the January
I of each calendar 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 State 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 thereunder, 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 & 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 Compensation Committee an adjustment to a bonus award for
an individual if their performance warrants. Board of Directors may adjust the
President & CEO's bonus award.

                                       -6-

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                                                                     APPENDIX A

                        1999 INCENTIVE PLAN PARTICIPANTS





                              INTENTIONALLY OMITTED

                                       -7-

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                                                                     APPENDIX B

                              ABINGTON SAVINGS BANK

                             Abington, Massachusetts


                             1999 PERFORMANCE GOALS




                              INTENTIONALLY OMITTED

                                       -8-