EXHIBIT 10.4


                                 THIRD AMENDMENT
                                     TO THE
                             ESSEX SAVINGS BANK, FSB
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


         THIS  THIRD  AMENDMENT  TO THE ESSEX  SAVINGS  BANK,  FSB  SUPPLEMENTAL
EXECUTIVE  RETIREMENT  PLAN (the  "Plan") is made as of the 1st day of December,
1998.


                                   WITNESSETH:


         WHEREAS,  Essex  Savings  Bank,  FSB (the "Bank")  maintains  the Essex
Savings Bank, FSB  Supplemental  Executive  Retirement Plan (the "Plan") for the
benefit of certain of its executive employees and certain executive employees of
its subsidiaries; and

         WHEREAS,  it is  necessary  and  desirable to amend the Plan in certain
respects; and

         WHEREAS, the Bank has reserved the right to amend the Plan from time to
time.

         NOW,  THEREFORE,  the Plan is hereby amended effective December 1, 1998
as follows:

         1. The  definition  of "Change in  Control" in Article I of the Plan is
amended to add the following sentence at the end thereof:

                           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  December  1,  1998;  (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
                  December 1, 1998.

         2.  Article V of the Plan is hereby  amended to read in its entirety as
follows:

                           A Member's  Retirement  Account  shall fully vest and
                  become  nonforfeitable upon the first to occur of the Member's
                  death, permanent disability within the meaning of Code Section
                  72(m)(7),  retirement at or after attainment of age 65, or any
                  "Change  in  Control."  In the event of the  termination  of a
                  Member's   employment  with  the  Employers  prior  to  death,
                  permanent  disability,  attainment  of age 65 or a  Change  in
                  Control,  the Member shall be fully  vested in his  Retirement
                  Account  balance as of December 31, 1998 (plus all  subsequent
                  Investment Adjustments to that December 31, 1998 balance). The
                  Member's vested  percentage of the remainder of his Retirement
                  Account (i.e., any Pension Credits and Profit-Sharing  Credits
                  for  Plan  Years   after  1998  and   Investment   Adjustments
                  attributable to such post 1998 credits) shall be determined in
                  accordance  with the  following  percentage  vesting  schedule
                  based  upon the  Member's  number of  complete  Plan  Years of
                  Service with the Employers after 1998.

             Complete Plan Years of
              Service with Employer                                Forfeited
                   after 1998             Vested Percentage        Percentage
             ----------------------       -----------------        ----------
                   1 or Fewer                    0%                   100%
                        2                        0%                   100%
                    3 or More                   100%                   0%


         3. Except as provided above, the Plan shall continue in accordance with
its terms as in effect immediately prior to the date of this Amendment:

         IN TESTIMONY  WHEREOF,  the Bank has caused this Third  Amendment to be
executed by its duly authorized officer this 30th day of December, 1998.

                                          ESSEX SAVINGS BANK, FSB



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