FIRST ESSEX BANCORP, INC. 71 MAIN STREET POST OFFICE BOX 2010 ANDOVER, MASSACHUSETTS 01810 December 16, 1999

                                                                 EXHIBIT 10.9(b)

                            FIRST ESSEX BANCORP, INC.
                                 00 XXXX XXXXXX
                              POST OFFICE BOX 2010
                          ANDOVER, MASSACHUSETTS 01810

                                December 16, 1999

Xx. Xxxxx X. Xxxxxxxx
000 Xxxxx Xxxx
Xxxxxxx, Xxxxxxxxxxxxx 00000

                  RE:      EXECUTIVE SPECIAL TERMINATION AGREEMENT
                  ------------------------------------------------

Dear Xxxxx,

         We are writing to confirm the changes we have agreed to make to that
certain Special Termination Agreement (the "Agreement") between you and First
Essex Bancorp, Inc. (the "Holding Company"), dated as of December 30, 1996 and
restated as of October 9, 1997. We propose to confirm our mutual understanding
of the following Amendments to the Agreement:

         1. Section 4.2 of the Agreement is hereby amended to read as follows:

                  "4.2 An aggregate amount equal to three (3) times the sum of
         the Executive's (a) then current base salary and (b) highest annual
         bonus paid during the three fiscal years preceding termination of
         employment; and"

         2. Section 4.3 of the Agreement is hereby amended to read as follows:

                  "4.3 An amount equal to the excess of (a) the actuarial value
         of the benefits which the Executive would have accrued under the
         Employers' qualified pension plan and non-qualified supplemental
         retirement plan if the Executive's employment had continued for a
         period of three years following his date of termination, over (b) the
         actuarial equivalent of the Executive's actual benefit under the
         pension plan and the non-qualified supplemental retirement plan."

         In all other respects the Agreement shall remain in full force and
effect.

         Please counter sign below to confirm your agreement with the foregoing
amendments to the Agreement. Upon our receipt of such countersignature, this
letter agreement shall become a





binding agreement between us, under seal, to be governed by in all respects
the laws of The Commonwealth of Massachusetts without giving effect to the
principles of conflicts of law of such state.

                                        Very truly yours,

                                        First Essex Bancorp, Inc.

                                        By:  /s/ XXXXXXX X. XXXXXX
                                           ----------------------------
                                        Name: Xxxxxxx X. Xxxxxx
                                        Title: Chairman & CEO

Agreed and Accepted:

 /s/ XXXXX X. XXXXXXXX
-----------------------------
Xxxxx X. Xxxxxxxx