Exhibit 10.2


                           CHANGE IN CONTROL AGREEMENT

      AGREEEMENT made and entered into as of this 27th day of March, 2006 by and
between The First National Bank of Ipswich, a national banking association
having its principal place of business in Ipswich, Massachusetts ("Bank"), and
John P. DiIorio, Jr. of Andover, Massachusetts (the "Employee").

WITNESSETH THAT:

      1.    Salary; Benefits: Employee's annual base salary and the benefits to
            which he is entitled are described on Exhibit A attached hereto.

      2.    Payments Upon Termination After Change in Control. If the employment
            of the Employee is terminated for any reason within twelve (12)
            months following a Change in Control (as hereinafter defined) other
            than (i) for Cause (as defined below), or (ii) on account of
            Employee's death, disability or retirement from the Bank, then in
            any such case the Bank shall continue to pay to the Employee, or to
            his personal representatives in case of his death, the Employee's
            base salary in effect as of the date of such termination (which
            shall not include any bonus) for the twenty-four (24) month period
            following the date of such termination.

            A "Change in Control" shall occur if the Raymond Family shall cease
            to own, in the aggregate, at least 51% of the common stock of First
            Ipswich Bancorp ("Bancorp") or, if applicable, at least 51% of the
            common stock of the surviving entity in any merger, consolidation or
            reorganization to which Bancorp is a party, the entity to which all
            or substantially all of the assets of the Bank or Bancorp are sold,
            or the entity which assumes all or substantially of the deposits of
            the Bank. The "Raymond Family" shall mean Neil St. John Raymond, his
            spouse, issue and their spouses, and trusts of which any of the
            described persons is a beneficiary, which shall include trusts or
            custodianship arrangements under retirement plans, and custodian,
            nominee, agency or similar arrangements created by or which benefit
            any of the described persons.

            Termination of the Employee's employment shall be for "Cause" if:

            (i)   The Employee is convicted by a court of competent jurisdiction
                  of any criminal offense involving dishonesty or breach of
                  trust;

            (ii)  The Employee shall commit an act of fraud;

<PAGE>

            (iii) The Employee refuses to perform the duties reasonably assigned
                  to him by the Board of Directors of the Bank, which failure or
                  breach continues for more than ten (10) days after written
                  notice given to the Employee, such notice set forth in
                  reasonable detail the nature of such refusal: or

            (iv)  The Employee engages in willful misconduct, which is
                  materially injurious to the Bank or its affiliates, monetarily
                  or otherwise.

            Notwithstanding any other terms of this Agreement, the Employee
            agrees and acknowledges that the payments provided for in this
            Section 2 shall satisfy in full any and all obligations and
            liability of the Bank arising as a result of or in connection with
            the Employee's involuntary termination (other than for Cause).
            Notwithstanding anything in this Agreement to the contrary, nothing
            in this Agreement shall obligate the Bank to make any payments that
            are otherwise prohibited by the laws and regulations applicable to
            national banks, including without limitation 12 C.F.R. Part 359;
            provided, however, that the Employee shall be entitled to payment to
            the extent and in the amount not otherwise prohibited by 12 C.F.R.
            Part. 359.

      3.    No Solicitation of Employees. At all times while Employee is
            employed by the Bank, and for a period of one (1) year thereafter,
            or the period (if any) during which the Bank is paying the Employee
            pursuant to Section 2 hereof, whichever is longer, the Employee
            shall not, directly or indirectly, employ, attempt to employ,
            recruit or otherwise solicit, induce or influence any employee of
            the Bank or any subsidiary or affiliate of Bank to leave his or her
            employment.

      4.    No Disclosure of Information. The Employee shall not at any time
            divulge, use, furnish, disclose or make accessible to anyone other
            than the Bank, or as applicable its subsidiaries and affiliates, any
            knowledge or information with respect to confidential or secret
            data, procedures or techniques of the Bank, its subsidiaries or
            affiliates, provided, however, that nothing in this Section 4 shall
            prevent the disclosure by the Employee of any such information which
            at any time comes in to the public domain other than as a result of
            the violation of the terms of this Section 4 by the Employee or
            which is otherwise lawfully acquired by the Employee.

<PAGE>

      5.    Notices. Notices under this Agreement shall be in writing and shall
            be mailed by registered or certified mail, effective upon receipt,
            addressed as follows:

            (i)   To the Bank:

                  The First National Bank of Ipswich
                  31 Market Street
                  Ipswich, Massachusetts 01938
                  Attn: Donald P. Gill, President

            (ii)  To the Employee:

                  John P. DiIorio, Jr.
                  14 Tilton Lane
                  Andover, Massachusetts 01810

            Either party may be notice in writing changing the address to it or
            him are to be addressed hereunder.

      6.    Miscellaneous.

            (i)   Entire Agreement. This Agreement constitutes the entire
                  Agreement between the parties concerning its subject matter
                  and may not be changed except by a writing duly executed and
                  delivered by the Bank and the Employee in the same manner as
                  the Agreement.

            (ii)  Governing Law. This Agreement is governed by and shall be
                  construed in accordance with the laws of the Commonwealth of
                  Massachusetts.

            (iii) Amendment. This Agreement may be amended or modified only by a
                  written instrument signed y the Employee and by a duly
                  authorized representative of the Bank.

            (iv)  Miscellaneous. This is not a contract of employment, and does
                  not confer upon employee any right to employment or to
                  continued employment.

<PAGE>

            (v)   Enforceability. If any portion or provision of this Agreement
                  shall to any extent be declared illegal or unenforceable by a
                  court of competent jurisdiction, then the remainder of the
                  Agreement, or the application of such portion or provisions in
                  circumstances other than those as to which it is so declared
                  illegal or unenforceable, shall not be affected thereby, and
                  each portion and provision of this Agreement shall be valid
                  and enforceable to the fullest extent permitted by law.

            IN WITNESS WHEREOF, the parties hereto have executed the within
            instrument as a sealed document as of the date first above written.


            ATTEST:                         THE FIRST NATIONAL BANK
                                            OF IPSWICH


            /s/ Tammy Hartmann              By: /s/ Donald P. Gill
            ------------------------            -------------------
            Tammy Hartmann, Clerk               Donald P. Gill, President


                                                /s/ John P. DiIorio, Jr.
                                                ------------------------
                                                John P. DiIorio, Jr.