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                                                                    Exhibit 10.2


                       [LAWRENCE SAVINGS BANK LETTERHEAD]


December 23, 1992


Mr. Paul A. Miller
43 Covey Hill Road
Reading, MA 01867

Dear Paul:

Over the last several years, you and the Board of Intrex (before it was
liquidated) and the Executive Committee of the Board of Directors of Lawrence
Savings Bank have discussed your employment agreement. Specifically, you have
indicated that it was your understanding that other than the salary dollars,
your contract was to be identical to the employment agreement Mr. Dwain Smith
had.

The Directors of Intrex or the Executive Committee members who negotiated your
employment and the related contracts were also under the impression that the
contracts would be identical to Mr. Smith's employment agreements.

It has subsequently been determined that the Smith agreement contained an
arbitration clause which is not included in your contract. It has also
subsequently been determined that the Smith agreement had a three-year term
extended annually, whereas your contract reverted to a one-year contract after
the third year and then reverted to a two-year contract.

After discussion by the Executive Committee, it is their intention to change
your employment agreement. Your employment agreement dated April 21, 1989 is
hereby amended to include an Arbitration Clause without the provision that the
Bank will pay all of the costs of arbitration regardless of the final outcome,
etc.

Accordingly, your employment agreement dated April 21, 1989 is hereby amended as
follows:
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Mr. Paul A. Miller
December 23, 1992
Page 2

     Section 1.04 Initial Term and Extensions is deleted in its entirety, and
     the following section 1.04 Initial Term and Extension is inserted.

     1.04  Initial Term and Extension. Subject to the provisions of this section
           and Section 3.03, the term of this employment agreement shall be for
           three years commencing with the effective date hereof (April 21,
           1989) provided, however, that the term shall be extended
           automatically for periods of one year commencing on the second
           anniversary of the effective date and on each subsequent anniversary
           thereafter, unless either party gives written notice to the other,
           prior to the date of such anniversary, of such party's election not
           to extend the term of this agreement. (This means that after April
           21, 1992 the employment agreement will have a two year life at each
           renewal.)

Your employment agreement is further amended by deleting Section 5.09 Legal
Expenses and adding the following Section 6 Arbitration as follows:

     6.    Arbitration

     6.01  Arbitration of Disputes. Any controversy or claim arising out of or
           relating to this Agreement or the breach thereof shall be settled by
           arbitration in accordance with the laws of the Commonwealth of
           Massachusetts by three arbitrators, one of whom shall be appointed by
           the Bank, one by the Employee and the third by the first two
           arbitrators. If the first two arbitrators cannot agree on the
           appointment of a third arbitrator, then the third arbitrator shall be
           appointed by the American Arbitration Association in the City of
           Boston. Such arbitration shall be conducted in the City of Boston in
           accordance with the rules of the American Arbitration Association,
           except with respect to the selection of arbitrators which shall be as
           provided in this Section 6.01. Judgment upon the award rendered by
           the arbitrators may be entered in any court having jurisdiction
           thereof.

           In any arbitration proceeding brought pursuant to this Section 6.01,
           or in any court proceeding to enforce or review an award of the
           arbitrators, each of the parties shall pay his or its own legal
           costs, expenses and attorneys' fees, provided, that if the issue or
           one of the issues if there be more than one, between the parties is
           whether the termination or dismissal of the
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Mr. Paul A. Miller
December 23, 1992
Page 3



          Employee was for cause, and the ultimate conclusion, whether
          made by the arbitrators, or by a court (in a proceeding to
          enforce or review the arbitration award) is that the
          termination or dismissal was not for cause, then the Bank
          shall pay (or the Employee shall be entitled to recover from
          the Bank, as the case may be) the Employee's reasonable legal
          costs, expenses and attorneys' fees incurred in the
          litigation. The provisions of this Section 6.01 shall apply
          regardless of whether the termination or dismissal of the
          Employee for cause was made after or as a result of a
          "change of control."


                                   Execution

Upon execution below by all parties, this Agreement will enter into full force
and effect on the Effective Date as shown below:

LAWRENCE SAVINGS BANK                             PAUL A. MILLER



By: /s/ FRED S. TARBOX                            /s/ PAUL A. MILLER
    ---------------------------                       -----------------------
    Fred S. Tarbox, Chairman


    /s/ THOMAS J. BURKE
    ---------------------------
    Thomas J. Burke



    /s/ SALVATORE F. CATAUDELLA
    ----------------------------
    Salvatore F. Cataudella


    /s/ EDWARD F. CREGG
    ----------------------------
    Edward F. Cregg



    /s/ JOHN P. FORD
    -----------------------------
    John P. Ford



    /s/ ARCHIBALD D. MACLAREN
    -----------------------------
    Archibald D. Maclaren


                                                  December 23, 1992
                                                  -----------------------
                                                  Effective Date