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                                                               EXHIBIT 10.10(c)


                                     FORM OF
                     SPECIAL TERMINATION AGREEMENT AMENDMENT
                  ENTERED INTO WITH MESSRS. GOLON AND DIGAETANO

                            FIRST ESSEX BANCORP, INC.
                                 71 MAIN STREET
                              POST OFFICE BOX 2010
                          ANDOVER, MASSACHUSETTS 01810

                                December 16, 1999

[Officer's name]
[Address]

                  RE:  EXECUTIVE SPECIAL TERMINATION AGREEMENT
                  --------------------------------------------

Dear [Name],

         We are writing to confirm the changes we have agreed to make to that
certain Special Termination Agreement (the "Agreement") between you and First
Essex Bancorp, Inc. (the "Holding Company"), dated as of January 1, 1994 and
restated as of October 9, 1997. We propose to confirm our mutual understanding
of the following Amendments to the Agreement:

         1. Section 5.2 of the Agreement is hereby amended to read as follows:

                   "5.2 An aggregate amount equal to two (2) times the sum of
         the Executive's (a) then current base salary and (b) highest annual
         bonus paid during the three fiscal years preceding termination of
         employment."

         2. Section 6 of the Agreement is hereby amended to read as follows:

                  "6. In the event a Terminating Event occurs within two (2)
         years after a Change in Control, the Holding Company shall continue to
         pay to the Executive the disability and medical benefits existing on
         the date of the Terminating Event at the level in effect on, and at the
         same out-of-pocket cost to the Executive as of, the date of such
         Terminating Event, for a period of two (2) years. Such medical benefits
         shall be deemed to have been provided under the provisions of COBRA.
         Additionally, the Holding Company shall provide an amount equal to the
         excess of (a) the actuarial value of the benefits which the Executive
         would have accrued under the Employers' qualified


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         pension plan and non-qualified supplemental retirement plan if the
         Executive's employment had continued for a period of two (2) years
         following his date of termination, over (b) the actuarial equivalent
         of the Executive's actual benefit under the pension plan and the
         non-qualified supplemental retirement plan."

         In all other respects the Agreement shall remain in full force and
effect.

         Please counter sign below to confirm your agreement with the foregoing
amendments to the Agreement. Upon our receipt of such countersignature, this
letter agreement shall become a binding agreement between us, under seal, to be
governed in all respects by the laws of The Commonwealth of Massachusetts
without giving effect to the principles of conflicts of law of such state.

                                       Very truly yours,

                                       First Essex Bancorp, Inc.

                                       By:_____________________________
                                       Name:___________________________
                                       Title:__________________________

Agreed and Accepted:

_________________________
[Name]