Exhibit 10.7(a)

                         Falmouth Co-operative Bank
                        Employee Stock Ownership Plan

                       Effective as of March 27, 1996



                                  AMENDMENT
                                  ---------


1.    Article XI - Section 11.11 of the Plan shall be amended, effective as
      of January 1, 2003, to read in its entirety as follows:

      Section 11.11  Life Expectancies.

      When necessary under this Article XI, (i) for taxable years beginning
      before January 1, 2003, the life expectancy of a Participant or
      Former Participant (or the joint life and last survivor expectancy of
      a Participant or Former Participant and his Designated Beneficiary)
      for the calendar year in which the Participant or Former Participant
      attains age 70-1/2 shall be determined on the basis of Tables V and
      VI, as applicable, of section 1.72-9 of the Income Tax Regulations as
      of the Participant's or Former Participant's birthday in such year.
      Such life expectancy or joint life and last survivor expectancy for
      any subsequent year shall be equal to the excess of (1) the life
      expectancy or joint life and last survivor expectancy for the year in
      which the Participant or Former Participant attains age 701/2, over (2)
      the number of whole years that have elapsed since the Participant or
      Former Participant attained age 701/2; and (ii) for taxable years
      beginning after December 31, 2002, during the Participant's or Former
      Participant's lifetime, life expectancy shall be equal to: (1) the
      distribution period in the Uniform Lifetime Table set forth in
      section 1.401(a)(9)-9 of the Treasury regulations, using the
      Participant's age as of the Participant's birthday in such calendar
      year; or (2) if the Participant's spouse is the sole Designated
      Beneficiary and the spouse is more than ten years younger than the
      Participant, the number in the Joint and Last Survivor Table set
      forth in section 1.401(a)(9)-9 of the Treasury regulations, using the
      Participant's and spouse's attained ages as of the Participant's and
      spouse's birthdays in such calendar year.


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2.    Article XII - Section 12.1 of the Plan shall be amended, effective as
      of January 1, 2003, by adding the following to the end thereof:

            A Designated Beneficiary means a natural person designated by a
      Participant or Former Participant as a Beneficiary under the Section
      12.1 and shall not include any Beneficiary designated by a person
      other than a Participant or Former Participant or any Beneficiary
      other than a natural person. If a natural person is the beneficiary
      of a trust which a Participant or Former Participant has named as his
      Beneficiary, such natural person shall be treated as a Designated
      Beneficiary if: (a) the trust is a valid trust under applicable state
      law (or would be a valid trust except for the fact that it does not
      have a corpus); (b) the trust is irrevocable or will, by its terms,
      become irrevocable upon the death of the Participant or Former
      Participant; (c) the beneficiaries of the trust who are beneficiaries
      with respect to the trust's interest as a Beneficiary are
      identifiable from the terms of the trust instrument; and (d) the
      following information is furnished to the Committee:

            (i)   by the Participant or Former Participant, if any
      distributions are required to be made pursuant to Section 11.9 prior
      to the death of the Participant or Former Participant and (in the
      case of distributions after December 31, 2002 only) the Participant's
      or Former Participant's spouse is his sole primary Beneficiary,
      either: (A) a copy of the trust instrument, together with a written
      undertaking by the Participant or Former Participant to furnish a
      copy of any subsequent amendment to the Committee within a reasonable
      time after such amendment is made; or (B)(I) a list of all of the
      beneficiaries of the trust (including contingent and remainderman
      beneficiaries with a description of the conditions on their
      entitlement); (II) a certification of the Participant or Former
      Participant to the effect that, to the best of his knowledge, such
      list is correct and complete and that the conditions of Section
      12.1(a), (b) and (c) are satisfied; (III) a written undertaking to
      provide a new certification to the extent that an amendment changes
      any information previously certified; and (IV) a written undertaking
      to furnish a copy of the trust instrument to the Committee on demand;
      and

            (ii)  by the trustee of the trust within nine months after the
      death of the Participant or Former Participant (prior to January 1,
      2003) or by October 31st of the first calendar year that begins after
      the death of the Participant or Former Participant (subsequent to
      December 31, 2002), if any distributions are required to be made
      pursuant to Section 11.9 after the death of the Participant or Former
      Participant, either: (A) a copy of the actual trust instrument for
      the trust; or (B)(I) a final list of all of the beneficiaries of the
      trust (including contingent and remainderman beneficiaries with a
      description of the conditions on their entitlement) as of the date of
      death (prior to January 1, 2003) or as of September 30th of the first
      calendar year that begins after the date of death (subsequent to
      December 31, 2002); (II) a certification of the trustee to the effect
      that, to the best of his knowledge, such list is correct and complete
      and that the conditions of Section 12.1(a), (b) and (c) are
      satisfied; and (III) a written


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      undertaking to furnish a copy of the trust instrument to the
      Committee on demand.

      IN WITNESS WHEREOF, this Amendment has been executed by the undersigned
officer of Falmouth Co-operative Bank pursuant to authority given by
resolution of the Board of Directors.

                                          FALMOUTH CO-OPERATIVE BANK



                                          By
                                            --------------------
                                            Name:
                                            Title:

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