CHANGE OF CONTROL AGREEMENT



      This Change of Control Agreement (the "Agreement") is made and

entered into as of June 11, 2003 by and among Medford Co-operative Bank, a

state-chartered stock cooperative bank organized and operating under the

laws of the Commonwealth of Massachusetts having an office at 60 High

Street, Medford, Massachusetts 02155 (the "Bank"), Mystic Financial, Inc.,

a publicly-held business corporation organized and existing under the laws

of the State of Delaware and having an office at 60 High Street, Medford,

Massachusetts 02155 (the "Company") and Annette J. Hunt (the "Officer").



                           INTRODUCTORY STATEMENT



      The Board of Directors of the Bank has concluded that it is in the

best interests of the Bank, the Company and their shareholders to establish

a working environment for the Officer which minimizes the personal

distractions that might result from possible business combinations in which

the Company or the Bank might be involved.  To this end, the Bank has

decided to provide the Officer with assurance that her salary will be

continued for a minimum period of eighteen (18) months following

termination of employment (the "Assurance Period") if her employment

terminates under specified circumstances related to a business combination.

The Board of Directors of the Bank has decided to formalize this assurance

by entering into this Change of Control Agreement with the Officer.  The

Board of Directors of the Company has authorized the Company to guarantee

the Bank's obligations under this Agreement.



      The terms and conditions which the Bank, the Company and the Officer

have agreed to are as follows.



                                  AGREEMENT



      Section 1.   Effective Date; Term; Change of Control and Pending

                   Change of Control Defined.



      (a)   This Agreement shall take effect on the day and year first

written above (the "Effective Date") and shall be in effect during the

period (the "Term") beginning on the Effective Date and ending on the first

anniversary of the date on which the Bank notifies the Officer of its

intent to discontinue the Agreement (the "Initial Expiration Date") or, if

later, the first anniversary of the latest Change of Control or Pending

Change of Control, as defined below, that occurs after the Effective Date

and before the Initial Expiration Date.



      (b)   For all purposes of this Agreement, a "Change of Control" shall

be deemed to have occurred upon the happening of any of the following

events:



            (i)   the consummation of a reorganization, merger or

      consolidation of the Company with one or more other persons, other

      than a transaction following which:



                  (A)   at least 51% of the equity ownership interests of

            the entity resulting from such transaction are beneficially

            owned (within the meaning of Rule 13d-3 promulgated under the

            Securities Exchange Act of





{PAGE}





            1934, as amended ("Exchange Act")) in substantially the same

            relative proportions by persons who, immediately prior to such

            transaction, beneficially owned (within the meaning of Rule

            13d-3 promulgated under the Exchange Act) at least 51% of the

            outstanding equity ownership interests in the Company; and



                  (B)   at least 51% of the securities entitled to vote

            generally in the election of directors of the entity resulting

            from such transaction are beneficially owned (within the

            meaning of Rule 13d-3 promulgated under the Exchange Act) in

            substantially the same relative proportions by persons who,

            immediately prior to such transaction, beneficially owned

            (within the meaning of Rule 13d-3 promulgated under the

            Exchange Act) at least 51% of the securities entitled to vote

            generally in the election of directors of the Company;



            (ii)  the acquisition of all or substantially all of the assets

      of the Company or beneficial ownership (within the meaning of Rule

      13d-3 promulgated under the Exchange Act) of 25% or more of the

      outstanding securities of the Company entitled to vote generally in

      the election of directors by any person or by any persons acting in

      concert;



            (iii) a complete liquidation or dissolution of the Company;



            (iv)  the occurrence of any event if, immediately following

      such event, at least 50% of the members of the Board of Directors of

      the Company do not belong to any of the following groups:



                  (A)   individuals who were members of the Board of

            Directors of the Company on the date of this Agreement; or



                  (B)   individuals who first became members of the Board

            of Directors of the Company after the date of this Agreement

            either:



                        (1)   upon election to serve as a member of the

                  Board of Directors of the Company by affirmative vote of

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