Exhibit 10.2


                          AMENDMENT NO. 1 TO AGREEMENT

     THIS  AMENDMENT NO. 1 (this  "Amendment")  is made as of June 10, 1997, and
amends that certain Agreement dated as of November 22, 1995 (the "Agreement") by
and between  Covenant Bank (formerly  Covenant Bank for Savings) (the "Company")
and Charles E. Sessa, Jr. (the "Employee").

     For good and valuable  consideration  the receipt and  sufficiency of which
are hereby  acknowledged,  and intending to be legally bound, the parties hereby
amend the Agreement as follows:

          1. Paragraph  4(a)(ii) of the Agreement is hereby amended and restated
     to read in its entirety as follows:

               (ii) the Company shall pay to Employee,  at the time specified in
          Subsection  4(b), a lump sum  severance  payment  equal to three times
          Employee's  annual rate of base salary in effect at the time Notice of
          Termination is given (without giving effect to any reduction in salary
          which  would  constitute  Good  Reason  pursuant  to  Section  3(c)(i)
          hereof);

          2.  Paragraph  4(d) of the Agreement is hereby amended and restated to
     read in its entirety as follows:

               (d) If the total of all payments made to the Employee pursuant to
          this  Agreement,  together with any other  payments which the Employee
          has a right to receive from the Company, or any successors, affiliates
          or  subsidiaries  thereof,  result in the  imposition of an excise tax
          under Internal  Revenue Code Section 4999 (or any successor  thereto),
          the Company shall pay the Employee an additional excise tax adjustment
          payment in an amount  such that,  after the payment of all federal and
          state  income  and  excise  taxes,  the  Employee  will be in the same
          after-tax  position as if no excise tax had been imposed.  Any payment
          or benefit  which is required to be included  under  Internal  Revenue
          Code Sections 280G or 4999 (or any successor  provisions  thereto) for
          purposes  of  determining  whether an excise  tax is payable  shall be
          deemed a  payment  "made to the  Employee"  or a  payment  "which  the
          Employee has a right to receive" for purposes of this  provision.  The
          Company  shall be  responsible  for the  costs of  calculation  of the
          excise tax by its independent certified accountant and tax counsel and
          shall notify the Employee of the amount of excise tax due prior to the
          time such excise tax is due. If at any time it is determined  that the
          additional  excise  tax  adjustment  payment  previously  made  to the
          Employee was  insufficient  to cover the effect of the excise tax, the
          excise  tax  gross-up  payment  pursuant  to this  provision  shall be
          increased to make the Employee whole, including an amount to cover the
          payment of any


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          penalties  resulting  from incorrect or late payment of the excise tax
          resulting from the prior calculation.

          3. Covenant  Bancorp,  Inc. (the "Parent")  hereby joins in and agrees
     that it shall be liable,  jointly and severally  with the Company,  for all
     obligations of the Company under the  Agreement.  The parties hereto hereby
     agree that the  events  with  respect to the  Company  which  constitute  a
     "Change  in  Control"  or  a  "Potential  Change  in  Control"  shall  also
     constitute   a  Change  in  Control  or   Potential   Change  in   Control,
     respectively, when they occur with respect to the Parent.

     IN WITNESS WHEREOF,  the undersigned have executed this Amendment effective
as of the day and year first above written.

EMPLOYEE:                             COVENANT BANK


/s/ Charles E. Sessa, Jr.             By:  /s/ Richard A. Hocker
---------------------------                -------------------------------------
CHARLES E. SESSA, JR.                       Name:  Richard A. Hocker
                                            Title:  Chairman and Chief Executive
                                                    Officer


                                      COVENANT BANCORP, INC.


                                      By:  /s/ Richard A. Hocker
                                           -------------------------------------
                                            Name:  Richard A. Hocker
                                            Title:  Chairman and Chief Executive
                                                    Officer



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