4.9  Change in Control.  Amendment is made this date to the provisions under
     -----------------
Section 4.8 of the Supplemental Executive Retirement Plan of Kirk W. Walters,
dated February 1, 1991. The amended is as follows:

     In the event of a change in control, the participant shall become
     fully (100%) vested in all normal retirement benefits.  The
     employer shall pay to the participant the applicable amount of
     these fully vested benefits (including earnings at the SERP Rate
     from the date of full vesting to date of notification of payment)
     under the Plan at the date of the participants termination of
     employment either by death, disability, or separation of service
     for whatever reason.  This payment shall occur within 30 days of
     death, disability, or separation of service. In the event that
     subsequent to this amendment, the Internal Revenue Service
     determines that this amendment causes the participant to incur
     constructive receipt of the vested benefit due under the Plan,
     the participant at his discretion and in writing, may request a
     distribution of funds sufficient to cover any potential income
     tax as a result of the IRS determination of constructive receipt,
     not to exceed to total amount of vested benefit.



           6/29/92                             /s/ Kirk W. Walters   
     -------------------                   ---------------------------
            Date                                   Kirk W. Walters    



           6/29/92                             /s/  John Penwell
     -------------------                   ---------------------------
            Date                                    John Penwell
                                                    Trustee

 
                              SECOND AMENDMENT TO
                          THE NORTHEAST SAVINGS, F.A.
                    SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                                KIRK W. WALTERS


     1.  Section 4.2 of the Supplemental Executive Retirement Plan is hereby 
deleted, and the following Section 4.2 is substituted in its stead:

         "4.2  Normal Retirement Benefit.  If a Participant retires on or after 
               -------------------------
     Normal Retirement Date, the Employer shall pay the Participant a 
     Normal Retirement Benefit payable in the form of a lump sum equal to the 
     present value (using a rate equal to the Pension Benefit Guaranty 
     Corporation immediate annuity interest rate ("PBGC Rate"), at the time of 
     retirement) of 60% of the average of the highest three years of 
     compensation (taxable income) of the Participant during employment payable 
     for life, 15 years certain based on 100% of the 1983 Group Annuity 
     Mortality Table less the sum of the following:

               (i)  The Participant's cash value in Confederation Life policy 
           number 5170250 under the split dollar agreement dated February 
           1, 1991;

               (ii)  Present value of benefit of the Employer's contribution 
           from Employer's qualified plans, assuming the Participant 
           participates to the maximum allowed whether or not the Participant 
           elects to participate;

               (iii)  Present value of projected Social Security benefit; and

               (iv) Present value of the maximum amount the Participant would be
           entitled to defer under the Northeast Savings, F.A. 1993 Deferred
           Compensation Plan For Key Executives (the "Deferred Compensation
           Plan") which would entitle him to a Matching Contribution thereunder,
           assuming the Participant participates only to the extent that he
           receives the maximum Matching Contribution allowable under the
           Deferred Compensation Plan whether or not the Participant elects to
           participate.

     The corporation may purchase a lifetime annuity with a 15 year certain 
     benefit or pay Participant this benefit in a lump sum at retirement at the 
     direction of the Participant."