Exhibit 10.20
                                                              -------------

                 MYSTIC FINANCIAL, INC.
             EMPLOYEE STOCK OWNERSHIP PLAN

              Adopted on December 10, 1997
              Effective on January 1, 1998
         Incorporating Amendment Nos. 1, 2 & 3

                                  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 13.7
            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


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            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 13.7
            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 13.3(b)(ii)(A) of the Plan shall be amended,
      effective as of January 1, 2003, to read in its entirety as follows:

            (A)   in annual installments payable beginning as of any
      Valuation Date that is coincident with or following his termination
      of employment, but in no event later than December 31st of the
      calendar year in which he attains age 701/2 and continuing for a fixed
      period of not more than the lesser of (I) ten (10) years and (II) the
      life expectancy of the Employee or the joint life and last survivor
      expectancy of the Employee and his designated Beneficiary (determined
      before January 1, 2003 under Tables V and VI of section 1.72-9 of the
      Income Tax Regulations, using their respective attained ages as of
      their birthdays in the calendar year that includes the Valuation Date
      as of which the first payment is made, and after December 31, 2002
      under the Uniform Lifetime Table set forth in section 1.401(a)(9)-9
      of the Treasury regulations using the Employee's age as of the
      Employee's birthday in such calendar year or, if the Employee's sole
      designated Beneficiary is a surviving spouse who is more than 10
      years younger than the Employee, the under the Joint and Last
      Survivor Table set forth in section 1.401(a)(9)-9 of the Treasury
      regulations, using the Employee's and spouse's attained ages as of
      the Employee's and spouse's birthdays in such calendar year); or


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3.    Article XIII - Section 13.3(c) of the Plan shall be amended,
      effective as of January 1, 2003, to read in its entirety as follows:

            (c)   If any person dies before his entire vested interest in
      his Account has been distributed to him, then the remainder of such
      vested interest shall be paid to his Beneficiary under section 13.2
      either:

                  (i)   in a lump sum distribution as of the Valuation Date
            next following the date of his death, and the amount thereof
            shall be based on the vested portion of the balance credited to
            his Account as of such Valuation Date; or

                  (ii)  if, prior to the death of the Participant or Former
            Participant whose account is to be distributed, an election
            pursuant to section 13.3(b)(ii)(B) is in effect for him, in a
            lump sum distribution as of the Valuation Date specified in
            such election, or, if earlier, the latest Valuation Date which
            would permit payment to be made by December 31st of the
            calendar year that includes the fifth anniversary of the
            Employee's death and the amount thereof shall be based upon the
            vested portion of the balance credited to his Account as of
            such Valuation Date; or

                  (iii) if, prior to such Participant's or Former
            Participant's death, an election pursuant to section
            13.3(b)(ii)(A) is in effect for him:

                        (A)   over the period and at the times set forth in
                  such election, if distribution has begun prior to the
                  Participant's or Former Participant's death; or

                        (B)   commencing at the time set forth in such
                  election (or, if earlier, as of the last Valuation Date
                  that will permit payment to begin no later than December
                  31st of the calendar year after the calendar year that
                  includes the date on which the deceased Participant or
                  Former Participant would have attained age 701/2, if he had
                  lived) or the date of the deceased Participant's or
                  Former Participant's death (whichever is later) and over
                  the period set forth in such election (or, if less, the
                  life expectancy of the Beneficiary), if the Employee's
                  spouse is his Beneficiary and distribution has not begun
                  prior to the deceased Participant's or Former
                  Participant's death; or

                        (C)   commencing on the date specified in such
                  election (or if earlier, the last Valuation Date that
                  will permit payment to begin by December 31st of the
                  calendar year that includes the first anniversary of the
                  deceased Participant's or Former Participant's death) and
                  over the period set forth in the election (or, if less,
                  the life expectancy of the Beneficiary), if the deceased
                  Participant's or Former Participant's Beneficiary is a
                  designated Beneficiary other


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                  than his spouse and distribution has not begun prior to
                  the Employee's death.

                  (iv)  upon written application of the Beneficiary made in
            such form and manner as the Committee may prescribe, at another
            time or in another manner permitted under section 13.3(a) or
            (b), but subject to the following limitations:

                        (A)(I) If such Beneficiary is a designated
                  Beneficiary other than the spouse of the deceased
                  Participant or Former Participant whose vested Account is
                  being distributed, a distribution that commences by
                  December 31st of the calendar year that includes the
                  first anniversary of such deceased Participant's or
                  Former Participant's death shall be made over a fixed
                  period that does not exceed the life expectancy of such
                  Beneficiary; and

                        (II)  In all other cases where the spouse of the
                  deceased Participant or Former Participant whose vested
                  Account is being distributed is not the Beneficiary,
                  payment must be completed by December 31st of the
                  calendar year that includes the fifth anniversary of the
                  death of such deceased Participant or Former Participant;
                  and

                        (III) If such Beneficiary is the spouse of the
                  deceased Participant or Former Participant whose vested
                  Account is being distributed, distribution must commence
                  not later than December 31st of the calendar year that
                  includes the date on which the deceased Participant or
                  Former Participant would have attained age 701/2 (or, if
                  later, December 31st of the calendar year following he
                  calendar year in which the deceased Participant or Former
                  Participant died) and must be completed within a period
                  equal to the life expectancy of the designated
                  Beneficiary; and

                        (B)   In cases where distribution has commenced
                  prior to the death of the deceased Participant or Former
                  Participant whose Account is being distributed,
                  distribution must be completed at least as rapidly as
                  under the method in effect prior to such deceased
                  Participant or Former Participant death.

      The determination whether a Beneficiary is a designated Beneficiary
      and whether a designated Beneficiary is a surviving spouse shall be
      made not later than September 30th of the calendar year following the
      calendar year in which the Participant or Former Participant dies.
      For purposes of computing payments in years prior to 2003, life
      expectancy shall be determined using Table V of section 1.72-9 of the
      Income Tax Regulations based on the Beneficiary's attained age in the
      year of the first payment. For purposes of computing payments in
      years after 2002, payments for calendar years that begin during the
      lifetime of a surviving spouse who is a designated Beneficiary shall
      be determined using the Single Life Table set forth in section
      1.401(a)(9)-9 of the Income Tax Regulations based on the spouse's
      attain age in such year and payments for subsequent calendar years
      shall be determined using the Single Life


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      Table set forth in section 1.401(a)(9)-9 of the Income Tax
      Regulations based on the spouse's attain age in the year of death.
      For purposes of computing payments in years after 2002, payments to a
      designated Beneficiary other than surviving spouse shall be
      determined using the Single Life Table set forth in section
      1.401(a)(9)-9 of the Income Tax Regulations based on the designated
      Beneficiary's attain age in the year of the Participant or Former
      Participant's death.

4.    Article XIII - Section 13.7(b) of the Plan shall be amended,
      effective as of January 1, 2003, by replacing the last two sentences
      thereof with a new subsection 13.7(c) and renumbering the following
      sections accordingly. The new subsection 13.7(c) shall read in its
      entirety as follows:

            (c)   For purposes of section 13.7(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 701/2 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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      IN WITNESS WHEREOF, this Amendment has been executed by the undersigned
officer of Mystic Financial, Inc. pursuant to authority given by resolution
of the Board of Directors.

                                       MYSTIC FINANCIAL, INC.


                                       By /s/ Ralph W. Dunham
                                          ---------------------------------
                                          Name: Ralph W. Dunham
                                          Title: President and CEO


                                       By /s/ John A. Hackett
                                          ---------------------------------
                                          Name: John A. Hacket
                                          Title:


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