Exhibit 10.1(a)

                        Employee Stock Ownership Plan
                                     of
                    Westborough Financial Services, Inc.

                       Effective as of January 1, 2000
                        Incorporating Amendment No. 1


                                  AMENDMENT
                                  ---------

1.    Article I - Section 1.6 of the Plan shall be amended, effective as of
      January 1, 2003, to read in its entirety as follows:

            Section 1.6  Beneficiary means a natural person designated by a
      Participant or Former Participant as a Beneficiary under section 13.2
      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 13.5
            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 1.6(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


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            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 13.5
            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 1.6(a), (b) and (c) are satisfied; and
            (III) a written undertaking to furnish a copy of the trust
            instrument to the Committee on demand.

2.    Article XIII - Section 13.5(b) of the Plan shall be amended,
      effective as of January 1, 2003, by replacing the last two sentences
      thereof with a new subsection 13.5(c) and renumbering the following
      sections accordingly.  The new subsection 13.5(c) shall read in its
      entirety as follows:

            (c)   For purposes of section 13.5(b):

                  (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 70-1/2, over (2) the number of
            whole years that have elapsed since the Participant or Former
            Participant attained age 70-1/2; 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


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                  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.

      In Witness Whereof, this Amendment has been executed by the
undersigned officer of Westborough Financial Services, Inc. pursuant to
authority given by resolution of the Board of Directors.

                                       Westborough Financial Services, Inc.


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


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