Exhibit 10.19
                                                               -------------

                           Mystic Financial, Inc.
                        Employee Stock Ownership Plan


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


                                  AMENDMENT
                                  ---------

1.    Section 8.2 - Subparagraph 8.2(a) shall be amended, effective January
      1, 2002, to read in its entirety as follows:

            (a)   Notwithstanding any other provisions of the Plan, no
            amount shall be allocated to a Participant's Account for any
            Limitation Year to the extent that such allocation would result
            in an Annual Addition of an amount exceeding:

                  (i)   for Limitation Years beginning before January 1,
                  2002, the lesser of (A) $30,000 (or such other amount as
                  is permissible under section 415(c)(1)(A) of the Code), or
                  (ii)(B) twenty-five percent (25%) of the Participant's
                  Total Compensation paid during such Limitation Year; and

                  (ii)  for Limitation Years beginning after December 31,
                  2001, the lesser of (A) $40,000 (or such other amount as
                  is permissible under section 415(c)(1)(A) of the Code), or
                  (B) one hundred percent (100%) of the Participant's Total
                  Compensation paid during such Limitation Year.

2.    Section 8.2 - Subparagraph 8.2(c)(i) of the Plan shall be amended,
      effective as of January 1, 2002, to include a new sentence at the end
      thereof which shall read in its entirety as follows:

      In Limitation Years beginning after December 31, 2001, catch-up
      elective deferrals under section 414(v) of the Code shall not be
      included as Annual Additions.

3.    Section 12.2 - Subsection 12.2(b) of the Plan shall be amended,
      effective as of January 1, 2002, to read in its entirety as follows:

                  (b)   Dividends paid with respect to Shares allocated to a
            person's Share Investment Account shall be credited to such
            person's Share Investment Account. Cash dividends credited to a
            person's General Investment Account shall be, at the direction
            of the Committee, either: (i) held in such General Investment
            Account and invested in accordance with sections 10.2 and 11.3;
            (ii) distributed immediately to such person; (iii) distributed
            to such person


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            within 90 days of the close of the Plan Year in which such
            dividends were paid; (iv) used to make payments of principal or
            interest on a Share Acquisition Loan; provided, however, that
            the Fair Market Value of Financed Shares released from the Loan
            Repayment Account as a result of such payment equals or exceeds
            the amount of the dividend; or (v) in calendar years beginning
            after December 31, 2001 either held as provided in section
            12.2(b)(i) or distributed as provided in section 12.2(b)(ii), as
            each person shall elect for his own Account.

4.    Section 13.8 - Subsections 13.8(c)(iii) and (iv) of the Plan shall be
      amended, effective as of January 1, 2002, to read in their entirety as
      follows:

                  (iii) "Eligible Retirement Plan" means an individual
            retirement account described in section 408(a) of the Code, an
            individual retirement annuity described in section 408(b) of the
            Code, an annuity plan described in section 403(a) of the Code,
            or a qualified trust described in section 401(a) of the Code,
            and (for distributions after December 31, 2001 only) an annuity
            contract described in section 403(b) of the Code or an eligible
            deferred compensation plan under section 457(b) of the Code
            which is maintained by a state, political subdivision of a
            state, or an agency or instrumentality of a state or political
            subdivision thereof and which agrees to separately account for
            amounts transferred into such plan from this Plan, that accepts
            the distributee's eligible rollover distribution. However, in
            the case of an eligible rollover distribution made before
            January 1, 2002 to a current or former spouse who is the
            alternate payee under a qualified domestic relations order as
            defined in Code section 414(p) or to a surviving spouse, an
            eligible retirement plan is only an individual retirement
            account or individual retirement annuity.

                  (iv)  "Eligible Rollover Distribution" means any
            distribution of all or any portion of the balance to the credit
            of the distributee, except that an eligible rollover
            distribution does not include: any distribution that is one of a
            series of substantially equal periodic payments (not less
            frequently than annually) made for the life (or life expectancy)
            of the distributee or the joint lives (or joint life
            expectancies) of the distributee and the distributee's
            designated Beneficiary, or for a specified period of ten (10)
            years or more; any distribution to the extent such distribution
            is required under section 401(a)(9) of the Code; any
            distribution made after December 31, 1999 on account of
            hardship; and in the case of a distribution made before January
            1, 2002, the portion of any distribution that is not includible
            in gross income (determined without regard to the exclusion for
            net unrealized appreciation with respect to employer
            securities). A portion of a distribution that is includible in
            the gross income of the distributee that is treated as an
            eligible rollover distribution may only be transferred in a
            direct rollover to an eligible retirement plan that agrees to
            separately account for such portion of the distribution. This
            section 13.8 shall not apply to any eligible rollover
            distributions during a year that are reasonably expected (as
            determined by the Committee) to total less than $200.


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            In no event shall any withdrawal during service that is made on
            account of hardship be considered an "eligible rollover
            distribution". This section 13.8 shall be interpreted to comply
            with the provisions of section 401(a)(31) of the Code.


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5.    Section 14.3 - Section 14.3 shall be amended, effective as of January
      1, 2002, to read in its entirety as follows:

            Section 14.3  Repayment of Loan.
                          -----------------

            Notwithstanding any other provision of the Plan, upon the
      occurrence of a Change in Control, the Committee shall direct the
      Trustee to sell a sufficient number of shares of Stock to repay any
      outstanding Share Acquisition Loan, all remaining Shares which had
      been unallocated (or the proceeds from the sale thereof, if
      applicable) shall be allocated among the accounts of all individuals
      with undistributed Account balances on the effective date of such
      Change in Control. Such allocation of Shares or proceeds shall be in
      proportion to the balance credited to their Accounts immediately prior
      to such allocation.

6.    Section 17.2 - Section 17.2 of the Plan shall be amended, effective as
      of January 1, 2002, to read in its entirety as follows:

            Section 17.2  Definition of Top Heavy Plan.
                          ----------------------------

            (a)   Subject to section 17.2(c), the Plan is a Top Heavy Plan
      if, as of a Determination Date: (i) it is not a member of a Required
      Aggregation Group, and (ii)(A) the sum of the Cumulative Accrued
      Benefits of all Key Employees exceeds 60% of (B) the sum of the
      Cumulative Accrued Benefits of all Employees (excluding former Key
      Employees), former Employees (excluding former Key Employees and other
      former Employees who have not performed any services for the Company
      or any Affiliated Employer during the immediately preceding 5 Plan
      Years if the Determination Date is before January 1, 2002 and one Plan
      Year if the Determination Date is after December 31, 2001) and their
      Beneficiaries.

            (b)   Subject to section 17.2(c), the Plan is a Top Heavy Plan
      if, as of a Determination Date: (i) the Plan is a member of a Required
      Aggregation Group, and (ii)(A) the sum of the Cumulative Accrued
      Benefits of all Key Employees under all plans that are members of the
      Required Aggregation Group exceeds 60% of (B) the sum of the
      Cumulative Accrued Benefits of all Employees (excluding former Key
      Employees), former Employees (excluding former Key Employees and other
      former Employees who have not performed any services for the Company
      or any Affiliated Employer during the immediately preceding 5 Plan
      Years if the Determination is before January 1, 2002 and one Plan Year
      if the Determination Date is after December 31, 2001), and their
      Beneficiaries under all plans that are members of the Required
      Aggregation Group.

            (c)   Notwithstanding sections 17.2(a) and 17.2(b), the Plan is
      not a Top Heavy Plan if, as of a Determination Date: (i) the Plan is a
      member of a Permissible


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      Aggregation Group, and (ii)(A) the sum of the Cumulative Accrued
      Benefits of all Key Employees under all plans that are members of the
      Permissible Aggregation Group does not exceed 60% of (B) the sum of
      the Cumulative Accrued Benefits of all Employees (excluding former Key
      Employees), former Employees (excluding former Key Employees and other
      former Employees who have not performed any services for the Company
      or any Affiliated Employer during the immediately preceding 5 Plan
      Years if the Determination Date is before January 1, 2002 and one Plan
      Year if the Determination Date is after December 31, 2001), and their
      Beneficiaries under all plans that are members of the Permissible
      Aggregation Group.

7.    Section 17.4 - Subsection 17.4(a)(iii) of the Plan shall be amended,
      effective as of January 1, 2002, to read in its entirety as follows:

            (iii) the amount of any distributions of such person's
      Cumulative Accrued Benefits under the Plan (including, for Plan Years
      beginning after December 31, 2001, distributions under terminated
      plans that would have been included in the Required Aggregation Group
      if not terminated) during the 5-year period (for all distributions for
      Plan Years beginning before January 1, 2002 and for in-service
      distributions for Plan Years beginning after December 31, 2001) or 1-
      year period (for all distributions other than in-service distributions
      for Plan Years beginning after December 31, 2001) ending on the
      Determination Date.

8.    Section 17.5 - Subsection 17.5(a)(iv) shall be amended, effective as
      of January 1, 2002, by adding the words "in plan years beginning
      before January 1, 2002" at the beginning thereof.

      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. Hackett
                                          Title:


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