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                                                                Exhibit 10.10(b)


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

                                December 16, 1999

Mr. William F. Burke
11 Myrtle Street
Woburn, Massachusetts  01801

                  RE: EXECUTIVE SPECIAL TERMINATION AGREEMENT
                  -------------------------------------------
Dear Bill,

         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 three (3) 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 three (3) 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 pension
         plan and non-qualified supplemental retirement plan if the Executive's
         Employment had continued for a period of three (3) 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."


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         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 by in all respects 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:  /s/ LEONARD A. WILSON
                                             ----------------------------
                                          Name: Leonard A. Wilson
                                          Title: Chairman & CEO

Agreed and Accepted:

  /s/ WILLIAM F. BURKE
-------------------------
William F. Burke