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                                                                   EXHIBIT 10.11

                              ANDOVER BANCORP, INC.

                            1995 STOCK INCENTIVE PLAN

1.       PURPOSE

         The name of the plan is the Andover Bancorp, Inc. 1995 Stock Incentive
Plan (the "Plan"). The purpose of the Plan is to encourage and enable the
directors, officers, employees and other key persons of Andover Bancorp, Inc.
(the "Corporation") or its Subsidiaries (as hereinafter defined), upon whose
judgment, initiative and efforts the Corporation largely depends for the
successful conduct of its business, to acquire a proprietary interest in the
Corporation. It is anticipated that providing such persons with a direct stake
in the Corporation's welfare will assure a closer identification of their
interests with those of the Corporation, thereby stimulating their efforts on
the Corporation's behalf and strengthening their desire to remain with the
Corporation. The Corporation intends that this purpose will be effected by the
granting of "incentive stock options" ("Incentive Options") as defined in
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"),
nonqualified stock options ("Non-qualified Options" and together with the
Incentive Options, the "Options"), stock appreciation rights and, in certain
cases, awards of shares of the Corporation's Common Stock, par value $.10 per
share (the "Common Stock") under the Plan. The term "Optionees" as used herein
means the persons to whom options are granted pursuant to the terms of the Plan.
The term "Subsidiaries" includes Andover Bank (the "Bank") and any other banking
institution, corporation or entity in which stock or other securities possessing
fifty percent (50%) or more of the total combined voting power of all classes of
securities is owned directly or indirectly by the Corporation.

2.       OPTIONS TO BE GRANTED AND ADMINISTRATION

         (a)      Options granted under the Plan may be either Incentive Options
or Non-qualified Options.

         (b)      The Plan shall be administered by a committee (the
"Committee") of not less than two directors of the Corporation appointed by the
Board of Directors of the Corporation. It is the intention of the Corporation
that each member of the Committee shall be a "disinterested person" as that term
is defined and interpreted pursuant to Rule 16b-3 or any successor rule thereto
promulgated under the Securities Exchange Act of 1934, as amended (the "1934
Act") and an "outside director" within the meaning of Section 162(m) of the Code
and the regulations promulgated thereunder. Action by the Committee shall
require the affirmative vote of a majority of all its members.

         (c)      Subject to the terms and conditions of the Plan, the Committee
shall have the power:

                  (i)      To determine from time to time the options or stock
         appreciation rights to be granted to eligible persons (except
         non-employee directors) under the Plan and to prescribe the terms and
         provisions (which need not be identical) of each option or stock
         appreciation rights granted under the Plan to such persons;

                  (ii)     To construe and interpret the Plan and options and
         stock appreciation rights granted thereunder and to establish, amend
         and revoke rules and regulations for administration of the Plan. In
         this connection, the Committee may correct any defect, supply any
         omission or reconcile any inconsistency in the Plan, or in any option
         agreement, in the manner and to the extent it shall deem necessary or
         expedient to make the Plan fully effective. All decisions and
         determinations by the Committee in the exercise of this power shall be
         final and binding upon the Corporation and Optionees; and

                                        
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                  (iii)    Generally, to exercise such powers and to perform
         such acts as are deemed necessary or expedient to promote the best
         interests of the Corporation with respect to the Plan.

3.       STOCK

         (a)      The stock subject to the options granted under the Plan and
available for award pursuant to the terms hereof may be shares of the
Corporation's authorized but unissued Common Stock, or shares of Common Stock
reacquired by the Corporation. Options may be granted and awards of shares of
Common Stock may be made under the Plan for up to such aggregate number of
shares of Common Stock as shall equal four and nine-tenths percent (4.9%) of the
greater of (i) the total number of shares of Common Stock outstanding as of the
date of adoption of the Plan or (ii) the total number of shares of Common Stock
outstanding as of December 31, 1995; provided, however, that the maximum number
of shares of Common Stock for which Incentive Options may be granted under the
Plan shall not exceed 225,000 shares of Common Stock (which number is subject to
adjustment as provided in Section 10 hereof).

         (b)      Whenever any outstanding option under the Plan expires, is
canceled or is otherwise terminated (other than by exercise), the shares of
Common Stock allocable to the unexercised portion of such option may again be
the subject of options under the Plan, except for options surrendered as
provided in Section 8 hereof.

         (c)      No more than 75,000 options or stock appreciation rights may
be granted to any one individual participant during one calendar year.

4.       DIRECTORS' FORMULA OPTION GRANTS

         Options shall be granted under this Section 4 only to members of the
Board of Directors of the Corporation and the Bank who are not officers or
full-time employees of the Corporation or any of its Subsidiaries (each, an
"Eligible Director").

         (a)      Awards. An option under which a total of 500 shares of Common
Stock may be acquired shall be granted, commencing with the 1995 Annual Meeting
of Stockholders, on the Friday following the annual meeting of the stockholders
of the Corporation to each Eligible Director who is an incumbent member of the
Board on that date. In the event the aggregate number of shares of Common Stock
authorized to be awarded under this Section 4 is insufficient to make such
awards in full, each Eligible Director shall be awarded options to acquire a
pro-rated portion of the available shares.

         (b)      Limitations on Awards. Notwithstanding the foregoing
provisions of this Section 4, no Eligible Director shall be eligible to receive
any option under this Section 4, if at the date of grant of such option such
person beneficially owns in excess of ten percent of the outstanding Common
Stock of the Corporation. No Eligible Director shall receive any option or other
award under this Plan except as provided under this Section 4.

         (c)      Expiration. Notwithstanding any other provision of the Plan or
of any option agreement, each option granted under this Section 4 shall expire
on the tenth anniversary of the date on which the option was granted, or, if
earlier, on the date the Optionee ceases to be a director of the Corporation for
any reason other than death, permanent disability or resignation.

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         (d)      Exercise.

                  (i)      Each option shall be exercisable, in whole or in
         part, and in one or more installments, at any time after six months
         from the date the option is granted, but not later than the date the
         option expires.

                  (ii)     In the event of death, permanent disability, or
         resignation, the option may be exercised by the Optionee (or, if he is
         not living, by his heirs, legatees or legal representatives) during its
         specified term within one year of the date of death, disability or
         resignation.

                  (iii)    In the event of a Change in Control of the
         Corporation (as defined in Section 7(d) below), all options outstanding
         as of the date of such Change in Control shall become immediately
         exercisable.

         (e)      Limitations on Amendment. The provisions of this Section 4
shall not be amended more than once in any six-month period, other than to
comport with changes in the Code.

5.       ELIGIBILITY FOR DISCRETIONARY OPTION GRANTS

         (a)      Incentive Options may be granted only to officers and other
full-time employees of the Corporation or its Subsidiaries, including members of
the Board of Directors who are also employees of the Corporation or its
Subsidiaries. Non-qualified Options may be granted to officers and other
full-time employees of the Corporation, consultants or other key persons of the
Corporation or its Subsidiaries other than Eligible Directors.

         (b)      No person shall be eligible to receive any option under this
Section 5 of the Plan, if at the date of grant such person beneficially owns in
excess of ten percent of the outstanding Common Stock of the Corporation.

         (c)      No person shall be eligible to receive Incentive Options to
the extent that the aggregate fair market value (determined as of the time the
option is granted) of the stock with respect to which incentive stock options
are exercisable for the first time by such individual (under all such plans of
the individual's employer corporation and its parent and subsidiary corporations
under Section 424 of the Code) during any calendar year shall exceed $100,000.
Any option granted in excess of the foregoing limitations shall be designated as
being a Non-qualified Option.

6.       TERMS OF THE DISCRETIONARY OPTION AGREEMENTS

         Each option granted pursuant to Section 5 shall be the subject of an
option agreement containing such provisions as the Committee shall from time to
time deem appropriate. Option agreements need not be identical, but each option
agreement by appropriate language shall include the substance of all of the
following provisions:

         (a)      Expiration. Notwithstanding any other provision of the Plan or
of any option agreement, each option shall expire on the date specified in the
option agreement, which date shall not be later than the tenth anniversary of
the date on which the option was granted.

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         (b)      Vesting, Exercise and Termination of Employment.

                  (i)      Each option shall become vested and exercisable in
         such installments (which need not be equal) and at such times as
         designated by the Committee. To the extent not exercised, installments
         shall accumulate and be exercisable, in whole or in part, at any time
         after becoming exercisable, but not later than the date the option
         expires. Each option and stock appreciation right shall provide that it
         may not be exercised, except as provided in Sections 6(b)(ii), 10(b)
         and 11, in whole or in part, until at least six months following the
         date of grant.

                  (ii)     In the event of a Change in Control of the
         Corporation (as defined in Section 7(d) below), all options outstanding
         as of the date of such Change in Control shall become immediately
         exercisable in full, notwithstanding any vesting or other provisions of
         the option agreement.

                  (iii)    The Committee may in its discretion specify, at the
         time an option is granted under the Plan or otherwise, a period or
         periods within which such option may be exercised following retirement
         of the Optionee or termination of the Optionee's employment with the
         Corporation or its Subsidiaries for any reason.

7.       RULES GOVERNING OPTIONS

         (a)      Minimum Shares Exercisable. The minimum number of shares with
respect to which an option may be exercised at any one time shall be 100 shares,
or such lesser number as is subject to exercise under the option at the time.

         (b)      Purchase Price. The purchase price per share of Common Stock
under each option shall be the fair market value of the Common Stock on the date
the option is granted. For the purposes of the Plan, the fair market value of
the Common Stock on such date shall be determined in good faith by the
Committee; provided, however, that (i) if the Common Stock is admitted to
quotation on the National Association of Securities Dealers Automated Quotation
("NASDAQ") System on the date the option is granted, the fair market value shall
not be less than the average of the highest bid and lowest asked prices for the
Common Stock on NASDAQ reported for such date, or (ii) if the Common Stock is
admitted to trading on a national securities exchange or the NASDAQ National
Market on the date the option is granted, the fair market value shall not be
less than the closing price reported for the Common Stock on such exchange or
market for such date or, if no sales were reported, for the last date preceding
such date for which a sale was reported.

         (c)      Rights of Optionees. No Optionee shall be deemed for any
purpose to be the owner of any shares of Common Stock subject to any option
unless and until (i) the option shall have been exercised pursuant to the terms
thereof, (ii) the Corporation shall have issued and delivered the shares to the
Optionee, and (iii) the Optionee's name shall have been entered as a stockholder
of record on the books of the Corporation. Thereupon, the Optionee shall have
full voting, dividend and other ownership rights with respect to such shares of
Common Stock.

         (d)      Change in Control. For purposes of the Plan, a "Change in
Control" shall be deemed to have occurred in either of the following events: (i)
if there has occurred a change in control which the Corporation would be
required to report in response to Item 1 of Form 8-K promulgated under the 1934
Act, or, if such regulation is no longer in effect, any regulations promulgated
by the Securities and Exchange Commission pursuant to the 1934 Act which are
intended to serve similar purposes or (ii) when any "person" (as such term is
used in Sections 13(d) and 14(d)(2) of the 1934 Act) becomes a "beneficial

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owner" (as such term is defined in Rule 13d-3 promulgated under the 1934 Act),
directly or indirectly, of securities of the Corporation or the Bank
representing twenty-five percent (25%) or more of the total number of votes that
may be cast for the election of directors of the Corporation, and in the case of
either (i) or (ii) above, the Board of Directors of the Corporation has not
consented to such event by a two-thirds vote of all of the members of the Board
of Directors then in office adopted prior to such event. In addition, a Change
in Control shall be deemed to have occurred if, as the result of, or in
connection with, any tender or exchange offer, merger or other business
combination, sale of assets or contested election, or any combination of the
foregoing transactions, persons who were directors of the Corporation before
such transaction cease to constitute a majority of the Board of Directors of the
Corporation or of any successor institution.

         (e)      Transfer. No options or stock appreciation rights shall be
transferable by the Optionee other than by will or by the laws of descent and
distribution. Options and stock appreciation rights may be exercised during the
Optionee's lifetime only by the Optionee, his or her guardian or legal
representative.

         (f)      Subject to compliance with the Plan and the option agreement,
any option granted under the Plan may be exercised by the Optionee by delivering
to the Corporation on any business day a written notice specifying the number of
shares of Common Stock the Optionee then desires to purchase (the "Notice").

         (g)      Payment for the shares of Common Stock purchased pursuant to
the exercise of an option shall be made either (i) in cash, check or other
instrument acceptable to the Corporation equal to the option price for the
number of shares specified in the Notice (the "Total Option Price"), or (ii) if
authorized by the applicable option agreement, in shares of Common Stock of the
Corporation having a fair market value on the date of exercise, determined as
provided in Section 7(b) hereof, equal to or less than the Total Option Price,
plus cash in an amount equal to the excess, if any, of the Total Option Price
over the fair market value of such shares of Common Stock. In addition, payment
for the shares of Common Stock may be made, if permitted by the Corporation, by
the Optionee delivering the Notice to the Corporation together with irrevocable
instructions to a broker to promptly deliver to the Corporation the Total Option
Price in cash or by check or other instrument acceptable to the Corporation;
provided that in the event the Optionee chooses to pay the option purchase price
as so provided, the Optionee and the broker shall comply with such procedures
and enter into such agreements of indemnity and other agreements as the
Corporation shall prescribe as a condition of such payment procedure. Payment
instruments will be received subject to collection.

         The delivery of certificates representing shares of Common Stock to be
purchased pursuant to the exercise of an option will be contingent upon receipt
by the Corporation of the Total Option Price for such shares and the fulfillment
of any other applicable requirements (including payment of any amount required
to be withheld by the Corporation pursuant to any applicable law).

8.       STOCK APPRECIATION RIGHTS

         (a)      The Committee may, but shall not be obligated to, include
stock appreciation rights in tandem with any option granted under the Plan, on
such terms and conditions as it deems appropriate in each case. Such stock
appreciation rights shall permit the Optionee, at his or her election, to
surrender to the Corporation the right to exercise such option (or portion
thereof) in consideration for the payment by the Corporation of an amount equal
to the excess of the fair market value on the date of surrender, determined as
provided in Section 7(b) hereof, of the shares of Common Stock subject to such
option (or portion thereof) surrendered over the option exercise price of such
shares. Such payment may be made, at the

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discretion of the Committee, in shares of Common Stock valued at the fair market
value thereof on the date of such surrender, determined as provided in Section
7(b) hereof, or in cash, or any combination thereof.

         (b)      Any election by an Optionee who is subject to Section 16(b) of
the 1934 Act to exercise stock appreciation rights included in any option
agreement shall be made only during the period beginning on the third business
day following the date of release for publication of quarterly or annual
financial information and ending on the twelfth business day following such
date, shall be irrevocable, and shall be subject to the consent or disapproval
of the Committee. No stock appreciation right may be exercised within (i) one
year from the date of the Conversion, or (ii) six months from the date of grant
thereof, except as provided in Sections 6(b)(ii), 10(b) and 11 hereof.

         (c)      Any option surrendered as provided in this Section 8 shall be
cancelled by the Corporation and shall not be subject to further grant.

9.       DIRECTORS' STOCK AWARDS

         An Eligible Director may, pursuant to an irrevocable written election
at least six months before directors' fees would otherwise be paid, receive all
or a portion of such fees (including annual, per meeting and committee fees or
retainers) in shares of Common Stock, valued at fair market value (as determined
by the Committee in accordance with Section 7(b)) on the date the directors'
fees would otherwise be paid.

10.      ADJUSTMENT UPON CHANGES IN CAPITALIZATION

         (a)      If the shares of the Corporation's Common Stock as a whole are
increased, decreased, changed into or exchanged for a different number or kind
of shares or securities of the Corporation, whether through merger,
consolidation, reorganization, recapitalization, reclassification, stock
dividend, stock split, combination of shares, exchange of shares, change in
corporate structure or the like, an appropriate and proportionate adjustment
shall be made in the number and kind of shares subject to the Plan, and in the
number, kind and per share exercise price of shares subject to unexercised
options or portions thereof granted prior to any such change. In the event of
any such adjustment in an outstanding option, the Optionee thereafter shall have
the right to purchase the number of shares under such option at the per share
price, as so adjusted, which the Optionee could purchase at the total purchase
price applicable to the option immediately prior to such adjustment.

         (b)      The Committee shall have the discretion and power in the case
of any event specified in Section 10(a) to determine and to make effective
provision for acceleration of the time or times at which any option or portion
thereof shall become exercisable. No fractional shares of Common Stock shall be
issued under the Plan on account of any adjustment specified herein.

         (c)      Adjustments under this Section 10 shall be determined by the
Committee and such determination shall be conclusive.

11.      EFFECT OF CERTAIN TRANSACTIONS

         In the case of (i) the dissolution or liquidation of the Corporation,
(ii) a reorganization, merger or consolidation in which the Corporation is
acquired by another entity (other than a holding company formed by the
Corporation) or in which the Corporation is not the surviving entity, or (iii)
the sale of all or substantially all of the assets of the Corporation to another
entity, the Plan and the options issued hereunder shall terminate, unless
provision is made in connection with such transaction for the assumption of
options

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theretofore granted, or the substitution for such options of new options of the
successor entity or parent thereof, with appropriate adjustment as to the number
and kind of shares and the per share exercise prices, as provided in Section 10.
In the event of such termination, all outstanding options under the Plan shall
be exercisable in full for at least fifteen (15) days prior to the date of such
termination whether or not otherwise exercisable during such period.

12.      TAX WITHHOLDING

         (a)      Payment by Participant. Each participant shall, no later than
the date as of which the value of any award or grant hereunder or of any shares
issued upon the exercise of any option or stock appreciation right granted
hereunder, first becomes includable in the gross income of the participant for
federal income tax purposes (the "Tax Date"), pay to the Corporation, or make
arrangements satisfactory to the Corporation regarding payment of any federal,
state, or local taxes of any kind required by law to be withheld with respect to
such income.

         (b)      Payment in Shares. A participant may elect to have such tax
withholding obligation satisfied, in whole or in part, by (i) authorizing the
Corporation to withhold from shares to be issued to the participant a number of
shares with an aggregate fair market value (determined by the Committee in
accordance with Section 7(b) as of the date the withholding is effected) that
would satisfy the withholding amount due, or (ii) transferring to the
Corporation shares owned by the participant with an aggregate fair market value
(determined by the Committee in accordance with Section 7(b) as of the date the
withholding is effected) that would satisfy the withholding amount due. With
respect to any Optionee who is subject to Section 16(b) of the 1934 Act, the
following additional restrictions shall apply:

                  (1)      the election to satisfy tax withholding obligations
         in the manner permitted by this Section 12(b) shall be made either (A)
         during the period beginning on the third business day following the
         date of release for publication of quarterly or annual financial
         information and ending on the twelfth business day following such date,
         or (B) at least six months prior to the Tax Date;

                  (2)      such election shall be irrevocable;

                  (3)      such election shall be subject to the consent or
         disapproval of the Committee; and

                  (4)      the stock withheld to satisfy tax withholding must
         pertain to an option or stock appreciation right which has been held by
         the Optionee for at least six months from the date of grant.

13.      AMENDMENT OF THE PLAN

         The Board of Directors of the Corporation may amend the Plan at any
time, and from time to time, subject to any required regulatory approval and to
the limitation that, except as provided in Sections 10 and 11 hereof, no
amendment shall be effective unless approved by the stockholders of the
Corporation in accordance with applicable law and regulations at an annual or
special meeting held within twelve months before or after the date of adoption
of such amendment, where such amendment will:

         (a)      increase the number of shares of Common Stock as to which
options may be granted or shares may be awarded under the Plan;

         (b)      change in substance Section 4 and 5 hereof relating to
eligibility to participate in the Plan;


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         (c)      otherwise materially increase the benefits accruing to
participants under the Plan.

         Except as provided in Sections 10 and 11 hereof, rights and obligations
under any option granted before any amendment of the Plan shall not be altered
or impaired by such amendment, except with the consent of the Optionee.

14.      NONEXCLUSIVITY OF THE PLAN

         Neither the adoption of the Plan by the Board of Directors of the
Corporation nor the submission of the Plan to the stockholders of the
Corporation for approval shall be construed as creating any limitations on the
power of the Board of Directors of the Corporation to adopt such other incentive
arrangements as it may deem desirable, including, without limitation, the
granting of stock options otherwise than under the Plan, and such arrangements
may be either applicable generally or only in specific cases. The Plan or the
granting of options or awarding of shares thereunder shall not be deemed to
confer upon any employee of the Corporation or its Subsidiaries any right to
continued employment.

15.      GOVERNMENT AND OTHER REGULATIONS; GOVERNING LAW

         (a)      The obligation (if any) of the Corporation to sell and deliver
shares of Common Stock with respect to options granted under the Plan and to
award shares under the Plan shall be subject to all applicable laws, rules and
regulations, including all applicable federal and state securities laws, and the
obtaining of all such approvals from governmental agencies as may be deemed
necessary or appropriate by the Committee.

         (b)      The Plan shall be governed by Massachusetts law, except to the
extent that such law is preempted by federal law.

16.      EFFECTIVE DATE OF PLAN; STOCKHOLDER APPROVAL

         The Plan shall become effective on February 16, 1995; provided,
however, that the Plan shall be subject to the approval of the Corporation's
stockholders in accordance with applicable laws and regulations at an annual or
special meeting held within twelve months of such effective date. No options
granted under the Plan prior to such stockholder approval may be exercised until
such approval has been obtained. No shares of Common Stock may be awarded in
lieu of directors' fees prior to such stockholder approval. No option may be
granted under the Plan after the tenth anniversary of the effective date of the
Plan.

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