EXHIBIT 10.19


                                SECOND AMENDMENT
                                     TO THE
                      RESTATED EXECUTIVE SERVICES AGREEMENT
                                       OF
                                 EARL McPHERSON


         THIS SECOND AMENDMENT TO THE RESTATED  EXECUTIVE  SERVICES AGREEMENT OF
EARL  McPHERSON is made as of January 1, 1999,  by an among ESSEX  SAVINGS BANK,
FSB and ESSEX FIRST MORTGAGE CORPORATION (collectively the "Employers") and EARL
McPHERSON (the "Employee").

                                   WITNESSETH:

         WHEREAS,  the  Employers  and  the  Employee  entered  into a  Restated
Executive  Services  Agreement  dated as of January  1, 1998 (the  "Agreement"),
which Agreement was subsequently amended; and

         WHEREAS,  Employers and Employee  desire to further amend the Agreement
to clarify the definition of a "change in control."

         NOW,  THEREFORE,  for good and valuable  consideration,  the receipt of
which is hereby acknowledged,  the Employers and the Employee agree to amend the
Employment Agreement as follows:

         1. The last  sentence of Section 11(b) of the  Employment  Agreement is
amended to read in its entirety as follows:

                  Any  provision  herein  to the  contrary  notwithstanding,  no
                  Change  in  Control  shall be deemed to occur as a result of :
                  (1)  any  transaction  prior  to  January  1,  1999;  (2)  any
                  purchase,  transfer or other  disposition  of the Series B and
                  Series  C  preferred  shares  of  Bancorp;  (3) any  exercise,
                  conversion,  transfer of warrants or options of Bancorp  which
                  were issued prior to 1996 (and any such  exercise,  conversion
                  or transfer  shall be  disregarded  in  determining  whether a
                  Change in Control has  occurred);  and/or (4) any  issuance by
                  Bancorp of additional  shares or other  securities on or after
                  January 1, 1999.







         2. Except as provided  above,  the  Agreement  is hereby  ratified  and
confirmed in all respects.

                                 ESSEX SAVINGS BANK, FSB



                                 By:  /s/ Gene D. Ross
                                    -----------------------------
                                          Its:  President


                                 ESSEX FIRST MORTGAGE CORPORATION



                                 By:  /s/ Gene D. Ross
                                    -----------------------------
                                          Its:  Chairman/Director



                                 /s/ EARL McPHERSON
                                 --------------------------------