Exhibit 10.2

                              EMPLOYMENT AGREEMENT

         This Employment  Agreement  (this  "Agreement") is made effective as of
July 1, 2008 (the "Effective  Date"), by and between  Georgetown Savings Bank, a
federally  chartered  savings  Bank with its  principal  office  in  Georgetown,
Massachusetts (the "Bank"),  and Joseph W. Kennedy  ("Executive").  The Board of
Directors  of the  Bank  shall  be the  authority  for the  enforcement  of this
Agreement.  Any reference herein to the "Company" shall mean Georgetown Bancorp,
Inc., the stock holding  company of the Bank,  which has executed this Agreement
for the sole purpose of guaranteeing  the Bank's  performance as contemplated by
Section 22 hereof.

         WHEREAS,  Executive and the Bank entered into an Employment  Agreement,
effective  January 1, 2005 (the "2005  Agreement"),  pursuant to which Executive
agreed to serve as Sr. Vice President of the Bank pursuant to the terms thereof;
and

         WHEREAS,  Section  409A of the  Internal  Revenue  Code  (the  "Code"),
effective  January  1,  2005,  requires  deferred   compensation   arrangements,
including  those  set  forth  in  employment  agreements,  to  comply  with  its
provisions   and   restrictions   and   limitations   on  payments  of  deferred
compensation; and

         WHEREAS,  Code Section 409A and the Final Treasury  Regulations  issued
thereunder necessitate changes to the 2005 Agreement; and

         WHEREAS,  Executive has agreed to such changes and other  amendments to
the 2005 Agreement as provided herein; and

         WHEREAS,  the parties hereto desire to set forth the terms of a revised
employment agreement and the continuing employment relationship between the Bank
and Executive.

         NOW,  THEREFORE,  in  consideration  of  the  mutual  covenants  herein
contained,  and upon the other terms and conditions  hereinafter  provided,  the
parties hereby agree as follows:

1.       POSITION AND RESPONSIBILITIES

         During  the period of his  employment  hereunder,  Executive  agrees to
serve as Sr.  Vice  President  and  Chief  Financial  Officer  of the Bank  (the
"Executive  Position").  During said period,  Executive also agrees to serve, if
elected,  as an officer and director of any subsidiary or affiliate of the Bank.
Failure to reelect  Executive  to  Executive  position  without  the  consent of
Executive  during the term of this  Agreement  (except for any  Termination  for
Cause, as defined herein) shall constitute a breach of this Agreement. Executive
shall have the  responsibilities  designated by the Board or as may be set forth
in  the  Charter  or  Bylaws  of the  Bank.  In  addition,  Executive  shall  be
responsible for directing the Bank's financial goals,  objectives,  and budgets.
Executive  shall oversee the  investment of funds and manage  associated  risks,
supervise cash management activities,  and execute  capital-raising  strategies.
Executive shall report directly to the Chief Executive Officer of the Bank.

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2. TERM AND PERFORMANCE OF DUTIES

         (a) The term of this Agreement and the period of Executive's employment
under this  Agreement  shall begin as of the date first above  written and shall
continue  for a period of  thirty-six  (36)  full  calendar  months  thereafter.
Commencing on the first Anniversary date of this Agreement ("Anniversary Date"),
and continuing at each Anniversary  date  thereafter,  the Agreement shall renew
for an  additional  year such that the remaining  term shall be thirty-six  (36)
full  calendar  months,  unless  written  notice  of  non-renewal  ("Non-Renewal
Notice")  is  provided  to  Executive  at least  ten (10) days and not more than
thirty (30) days prior to any Anniversary  Date, in which case the employment of
Executive  hereunder shall cease at the end of thirty-six (36) months  following
such Anniversary  Date. On an annual basis prior to each notice period set forth
above the  disinterested  members  of the Board  shall  conduct a  comprehensive
performance  evaluation  and review of  Executive  for  purposes of  determining
whether  extend the Agreement or provide a Non-Renewal  Notice,  and the results
thereof shall be included in the minutes of the Board's meeting.

         (b) During the period of his employment  hereunder,  except for periods
of absence occasioned by illness,  reasonable  vacation periods,  and reasonable
leaves of absence  approved by the Board,  Executive shall devote  substantially
all his business time, attention, skill, and efforts to the faithful performance
of his  duties  hereunder  including  activities  and  services  related  to the
organization,  operation and management of the Bank;  provided,  however,  that,
with the approval of the Board, as evidenced by a resolution of such Board, from
time to time,  Executive  may  serve,  or  continue  to serve,  on the boards of
directors of, and hold any other offices or positions in, business  companies or
business  organizations,  which, in such Board's judgment,  will not present any
conflict of interest  with the Bank,  or materially  affect the  performance  of
Executive's  duties  pursuant  to  this  Agreement  (it  being  understood  that
membership  in and  service  on  boards  or  committees  of  social,  religious,
charitable or similar  organizations does not require Board approval pursuant to
this Section 2(b).  For purposes of this Section 2(b),  Board  approval shall be
deemed provided as to service with any such business  companies or organizations
that  Executive  was  serving as of the date of this  Agreement  as set forth in
Exhibit A hereto.

3. COMPENSATION, BENEFITS AND REIMBURSEMENT

         (a) The  compensation  specified under this Agreement shall  constitute
the salary and benefits paid for the duties  described in Section 2(b). The Bank
shall pay Executive as  compensation a salary of not less than $118,000 per year
("Base  Salary").  Such Base  Salary  shall be  payable in  accordance  with the
customary  payroll  practices of the Bank.  During the period of this Agreement,
Executive's Base Salary shall be reviewed at least annually.  Such review may be
conducted by the  compensation  committee  (the  "Committee")  designated by the
Board and the Board may  increase,  but not  decrease  Executive's  Base  Salary
(except for a decrease  that is not in excess of any decrease  that is generally
applicable to all employees of the Bank).

         (b) Any  increase  in Base  Salary  shall  become  the Base  Salary for
purposes of this  Agreement.  In  addition  to the Base Salary  provided in this
Section 3(a),  the Bank shall provide  Executive all such other  benefits as are
provided to permanent full-time employees of the Bank

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         (c)  Bank  will  provide   Executive   with  employee   benefit  plans,
arrangements  and  perquisites   substantially  equivalent  to  those  in  which
Executive was participating or otherwise deriving benefit from immediately prior
to the beginning of the term of this Agreement.  Without limiting the generality
of the foregoing  provisions of this Subsection (c),  Executive will be entitled
to  participate  in  or  receive  benefits  under  any  employee  benefit  plans
including,  but not  limited to, the  Supplemental  Executive  Retirement  Plan,
retirement  plans,  pension  plans,  profit-sharing  plans,  health-and-accident
insurance  plans,  medical  coverage  or any  other  employee  benefit  plan  or
arrangement  made  available  by the Bank or the  Company  in the  future to its
senior  executives  and  key  management  employees,  subject  to and on a basis
consistent with the terms,  conditions and overall  administration of such plans
and arrangements.  Executive will be eligible for annual incentive  compensation
and bonuses which shall be paid in cash at the discretion of the Committee. Bank
will also provide  Executive with  long-term  disability  insurance  coverage to
replace 66% of Executive's  Base Salary as of July 1, 2008, and bonus as of June
30, 2008, in the event of Executive's long-term disability.  It is expected that
such coverage will be provided in part through the Bank group disability  policy
and in part, through a policy owned by Executive,  the premium of which shall be
paid by the Bank. The Bank shall review the Executive's disability coverage on a
tri-annual  basis.  Nothing paid to Executive under any such plan or arrangement
will be  deemed  to be in lieu of  other  compensation  to  which  Executive  is
entitled under this Agreement.

         (d) In  consideration  of the  termination  of a collateral  assignment
equity split dollar agreement between Bank and Executive,  Bank shall enter into
an  endorsement  split  dollar  arrangement  with  Executive  which will provide
Executive  with  a   pre-retirement   death  benefit  of  One  Million   Dollars
($1,000,000).  In  addition,  for each year  during the term of this  Agreement,
Executive  shall  be paid a tax  adjusted  payment  for life  insurance  for the
purpose of and contingent upon Executive's use of the after-tax  portion of said
payment to acquire a life  insurance  policy with a death benefit of One Million
Dollars ($1,000,000).  The amount of the tax adjusted payment shall be set forth
in a Schedule  executed by Executive and Bank,  which Schedule shall be attached
to this Agreement and which Schedule can be modified from time to time by mutual
written consent of Executive and Bank.

         (e) The Bank or the Company  shall pay or reimburse  Executive  for all
reasonable travel and other reasonable expenses incurred by Executive performing
his  obligations  under this Agreement and in such amounts as the Board may from
time to time determine.  The Bank shall reimburse Executive for his ordinary and
necessary business expenses, including, without limitation, fees for memberships
in such clubs and  organizations as Executive and the Board shall mutually agree
are  necessary  and   appropriate   for  business   purposes,   and  travel  and
entertainment  expenses,  incurred in  connection  with the  performance  of his
duties under this  Agreement,  upon  presentation to the Board, or its designee,
for approval of an itemized  account of such  expenses in such form as the Board
may reasonably require.

4. PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION

         (a) Upon the occurrence of an Event of Termination  (as herein defined)
during  Executive's term of employment  under this Agreement,  the provisions of
this section shall apply. As used in this  Agreement,  an "Event of Termination"
shall mean and include any one or more of the following:

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                  (i)  the  termination  by the  Bank of  Executive's  full-time
         employment hereunder for any reason,  including a termination following
         a Change  in  Control,  but not  including  a  termination  for  Cause,
         termination upon Retirement, or a termination for Disability; or

                  (ii) Executive's  resignation from the Bank's employ for "Good
         Reason,"  including  resignation for Good Reason  following a Change in
         Control. Good Reason shall mean any of the following:

                           (A)  failure  to elect or  reelect  or to  appoint or
                  reappoint   Executive  to  the  Executive   Position,   unless
                  consented to by Executive,

                           (B) a  substantial  adverse  and  material  change in
                  Executive's function, duties, or responsibilities,

                           (C) a material  reduction  to Base Salary or benefits
                  of Executive from that being provided as of the effective date
                  of this Agreement (except for any reduction that is part of an
                  employee-wide reduction in pay or benefits),

                           (D) a liquidation or dissolution of the Bank, or

                           (E) a relocation of  Executive's  principal  place of
                  employment more than twenty-five (25) miles from the principal
                  office on the Effective Date, or

                           (F) material breach of this Agreement by the Bank.

         Upon the occurrence of any event  described in clauses (ii) (A) through
(F) above,  Executive  shall have the right to elect to terminate his employment
under this  Agreement by  resignation  upon not less than thirty (30) days prior
written notice given within a reasonable  period of time (not to exceed,  except
in case of a continuing breach, ninety (90) days) after the event giving rise to
said  right  to  elect,  which  termination  by  Executive  shall be an Event of
Termination.  The Bank  shall  have at least  thirty  (30)  days to  remedy  any
condition set forth in clause (ii) (A) through (F), provided,  however, that the
Bank shall be  entitled  to waive  such  period  and make an  immediate  payment
hereunder.  No  payments  or  benefits  shall  be due to  Executive  under  this
Agreement upon the termination of Executive's  employment  except as provided in
Section 4.

         (b) Upon the occurrence of an Event of Termination,  the Bank shall pay
Executive,  as severance pay or liquidated damages, or both, a cash amount equal
to three (3) times the sum of the  highest  annual  rate of Base  Salary paid to
Executive at any time under the Agreement.

         (c) Upon the occurrence of an Event of  Termination  the Bank shall pay
Executive a cash amount equal to three (3) times the  Executive's  bonus payment
as provided for in Section 3(d), to be used for a post-retirement  death benefit
life insurance policy.

         (d) Upon the  occurrence  of an Event  of  Termination,  the Bank  will
provide at the Bank's  expense,  life  insurance  (including  the life insurance
provided under the  endorsement  split dollar life insurance  agreement  between
Executive and Bank) and non-taxable  medical and dental  coverage  substantially
comparable,  as reasonably or customarily available,  to the coverage

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maintained by the Bank for  Executive  prior to his  termination,  except to the
extent such coverage may be changed in its  application  to all Bank  employees.
Such  coverage  shall  cease  thirty-six  (36)  months  following  the  Event of
Termination.

         (e) The payments  under 4(b) and 4(c) shall be payable in a single cash
lump-sum  distribution  within thirty (30) days  following the  occurrence of an
Event of Termination.

         (f) Upon the  occurrence  of an Event of  Termination,  any  non-vested
stock options or restricted stock granted to Executive will fully vest.

         (g) For  purposes  of  Section  4,  Event  of  Termination  shall  mean
"Separation  from  Service"  as defined in Code  Section  409A and the  Treasury
Regulations  promulgated  thereunder,  provided,  however,  that  the  Bank  and
Executive  reasonably  anticipate that the level of bona fide services Executive
would perform after termination  would  permanently  decrease to a level that is
less than 50% of the average level of bona fide services  performed  (whether as
an  employee  or an  independent  contractor)  over  the  immediately  preceding
36-month period.

         (h) Notwithstanding the preceding  paragraphs of this Section 4, in the
event  that  the  aggregate  payments  or  benefits  to be made or  afforded  to
Executive under said paragraphs (the "Termination  Benefits") would be deemed to
include an "excess  parachute  payment"  under  Section  280G of the Code or any
successor thereto,  then such Termination  Benefits will be reduced to an amount
(the  "Non-Triggering  Amount"),  the value of which is one dollar  ($1.00) less
than an amount equal to the total amount of payments  permissible  under Section
280G of the Code or any successor thereto.

5. CHANGE IN CONTROL DEFINED

         (a) For purposes of this Agreement,  the term "Change in Control" shall
mean:

                  (i) a change in control of a nature  that would be required to
         be reported in response to Item  5.01(a) of the current  report on Form
         8-K, as in effect on the date  hereof,  pursuant to Section 13 or 15(d)
         of the  Securities  Exchange  Act of 1934,  as amended  (the  "Exchange
         Act"); or

                  (ii) a change in control of the Bank within the meaning of the
         Home Owners' Loan Act, as amended  ("HOLA"),  and applicable  rules and
         regulations  promulgated  thereunder,  as in  effect at the time of the
         Change in Control; or

                  (iii)  any of the  following  events,  upon  which a Change in
         Control shall be deemed to have occurred:

                           (A) any  "person"  (as the  term is used in  Sections
         13(d) and 14(d) of the  Exchange  Act) is or  becomes  the  "beneficial
         owner" (as defined in Rule 13d-3 under the Exchange  Act),  directly or
         indirectly,  of  securities  of the Bank or any holding  company of the
         Bank  representing  25% or more of the  combined  voting  power of such
         outstanding  securities,  except for any  securities  purchased  by any
         employee stock ownership plan or trust established by the Bank; or

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                           (B)  individuals  who  constitute  the  Board  on the
         Effective  Date  (the  "Incumbent  Board")  cease  for  any  reason  to
         constitute  at least a  majority  thereof,  provided  that  any  person
         becoming a director subsequent to the Effective Date whose election was
         approved  by a  vote  of  at  least  three-quarters  of  the  directors
         comprising  the Incumbent  Board,  or whose  nomination for election by
         stockholders  of the  Bank  or any  holding  company  of the  Bank  was
         approved by the same  Nominating  Committee  serving under an Incumbent
         Board,  shall be, for purposes of this  subsection  (B),  considered as
         though they were members of the Incumbent Board; or

                           (C) a sale of all or substantially  all the assets of
         the  Bank  or  any  holding   company  of  the  Bank,   or  a  plan  of
         reorganization, merger, consolidation, or similar transaction occurs in
         which the  security  holders of the Bank or any holding  company of the
         Bank  immediately  prior to the  consummation of the transaction do not
         own at least  50.1% of the  securities  of the  surviving  entity to be
         outstanding upon consummation of the transaction; or

                           (D) a proxy  statement is issued  soliciting  proxies
         from  stockholders  of the Bank or any  holding  company of the Bank by
         someone  other than the current  management  of the Bank or any holding
         company  of  the  Bank,  seeking  stockholder  approval  of a  plan  of
         reorganization,  merger  or  consolidation  of the Bank or any  holding
         company  of  the  Bank,  or  similar   transaction  with  one  or  more
         corporations as a result of which the  outstanding  shares of the class
         of  securities  then  subject  to the plan are to be  exchanged  for or
         converted into cash or property or securities not issued by the Bank or
         any holding company of the Bank; or

                           (E) a tender  offer  is made  for  25% or more of the
         voting  securities of the Bank or any holding  company of the Bank, and
         stockholders  owning  beneficially  or of  record  25% or  more  of the
         outstanding  securities of the Bank or any holding  company of the Bank
         have  tendered or offered to sell their shares  pursuant to such tender
         offer  and such  tendered  shares  have  been  accepted  by the  tender
         offeror.

                            (F) Notwithstanding  anything in this  subsection to
         the contrary,  a Change in Control shall not be deemed to have occurred
         upon the subsequent  conversion of the mutual holding company parent of
         the Company to stock form,  or in  connection  with any  reorganization
         used to effect such a conversion.

         (b) In the  event of a Change  in  Control,  the term  "Bank"  shall be
defined to include any successor to the Bank.

6.       TERMINATION FOR DISABILITY OR DEATH

         (a)  Disability.   Termination  of  Executive's   employment  based  on
"Disability" shall mean termination  because of any permanent and total physical
or mental  impairment  that  restricts the  Executive  from  performing  all the
essential  functions of normal  employment.  A  determination  as to whether the
Executive  has suffered a Disability  shall be made by the Board with  objective
medical input.

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         The Bank will cause to be  continued  life  insurance  and  non-taxable
medical  and  dental  coverage  substantially   comparable,   as  reasonable  or
customarily  available,  to the coverage  maintained  by the Bank for  Executive
prior to his termination for Disability,  except to the extent such coverage may
be changed in its  application  to all Bank  employees  or not  available  on an
individual basis to an employee  terminated for Disability.  This coverage shall
cease  upon the  earlier  of (i) the date  Executive  returns  to the  full-time
employment  of the Bank in the same  capacity  as he was  employed  prior to his
termination  for  Disability  and pursuant to an  employment  agreement  between
Executive  and the  Bank;  (ii)  Executive's  full-time  employment  by  another
employer;  (iii) Executive  attaining the age of 65; (iv) Executive's  death; or
(v) twenty four (24) months from the date of Disability.

         (b)  Death.  In the  event of the death of the  Executive  while in the
active employment of the Bank, the Executive's  beneficiary shall be entitled to
Executive's  interest  in the life  insurance  policy  proceeds  covered  by the
endorsement split dollar agreement between the Executive and the Bank referenced
in Section 3(c) hereof. No further amounts or benefits shall be due hereunder.

7.       TERMINATION UPON RETIREMENT

         Termination of Executive's  employment based on "Retirement" shall mean
termination  of  Executive's  employment  at age 65 or in  accordance  with  any
retirement policy  established by the Board. Upon termination of Executive based
on  Retirement,  no  amounts  or  benefits  shall be due  Executive  under  this
Agreement,  and Executive shall be entitled to all benefits under any retirement
plan of the Bank and other plans to which Executive is a party.  Notwithstanding
the  foregoing,  Executive  shall  have the right to  participate  in the Bank's
health  insurance  plans for the  applicable  COBRA  period,  at the  expense of
Executive.

8.       TERMINATION FOR CAUSE

         The term  "Termination  for Cause"  shall mean  termination  because of
Executive's personal  dishonesty,  incompetence,  willful misconduct,  breach of
fiduciary duty involving personal profit,  material breach of the Bank's Code of
Ethics,  material violation of the  Sarbanes-Oxley  requirements for officers of
public  companies that in the reasonable  opinion of the Board will likely cause
substantial  financial harm or substantial injury to the reputation of the Bank,
willfully  engaging in actions that in the reasonable  opinion of the Board will
likely cause  substantial  financial harm or substantial  injury to the business
reputation of the Bank,  intentional  failure to perform stated duties,  willful
violation of any law, rule or regulation (other than routine traffic  violations
or similar offenses) or final cease-and-desist  order, or material breach of any
provision of this Agreement.  Notwithstanding the foregoing, Executive shall not
be deemed to have been  Terminated  for Cause  unless and until there shall have
been  delivered  to him a copy of a resolution  duly adopted by the  affirmative
vote of not less than a majority of the members of the Board at a meeting of the
Board called and held for that  purpose,  finding that in the good faith opinion
of the Board,  Executive was guilty of conduct justifying  Termination for Cause
and specifying the particulars  thereof in detail.  Executive shall not have the
right to receive compensation or other benefits for any period after Termination
for Cause.  Any non-vested  stock options  granted to Executive  under any stock
option plan of the Bank,  the Company or any  subsidiary  or affiliate  thereof,
shall  become  null and void  effective  upon  Executive's  receipt of

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Notice of Termination  for Cause pursuant to Section 9 hereof,  and shall not be
exercisable by Executive at any time  subsequent to such  Termination  for Cause
(unless it is determined in arbitration  that grounds for  Termination for Cause
did not  exist,  in  which  event  all  terms of the  options  as of the date of
termination  shall apply, and any time periods for exercising such options shall
commence from the date of resolution in arbitration).

9.       NOTICE OF TERMINATION

         (a)  Any  purported   termination  by  the  Bank  for  Cause  shall  be
communicated  by  Notice of  Termination  to  Executive.  For  purposes  of this
Agreement,  a "Notice of  Termination"  shall mean a written  notice which shall
indicate the specific  termination  provision in this Agreement  relied upon and
shall set forth in  reasonable  detail  the facts and  circumstances  claimed to
provide a basis for termination of Executive's employment under the provision so
indicated. If, within thirty (30) days after any Notice of Termination for Cause
is given,  Executive  notifies  the Bank that a dispute  exists  concerning  the
termination, the parties shall promptly proceed to arbitration.  Notwithstanding
the pendency of any such  dispute,  the Bank may  discontinue  to pay  Executive
compensation  until the  dispute is finally  resolved  in  accordance  with this
Agreement.  If it is determined that Executive is entitled to  compensation  and
benefits under Section 4 of this Agreement, the payment of such compensation and
benefits by the Bank shall commence immediately following the date of resolution
by  arbitration,  with interest due Executive on the cash amount that would have
been paid pending arbitration (at the prime rate as published in The Wall Street
Journal from time to time).

         (b) Any other  purported  termination by the Bank or by Executive shall
be communicated  by a Notice of Termination to the other party.  For purposes of
this  Agreement,  a "Notice of  Termination"  shall mean a written  notice which
shall indicate the specific termination  provision in this Agreement relied upon
and shall set forth in detail the facts and  circumstances  claimed to provide a
basis for termination of employment  under the provision so indicated.  "Date of
Termination" shall mean the date of the Notice of Termination. If, within thirty
(30) days after any Notice of  Termination  is given,  the party  receiving such
Notice of Termination  notifies the other party that a dispute exists concerning
the  termination,  the parties shall promptly proceed to arbitration as provided
in  Section  18 of this  Agreement.  Notwithstanding  the  pendency  of any such
dispute,  the Bank shall  continue to pay Executive  his Base Salary,  and other
compensation  and benefits in effect when the notice  giving rise to the dispute
was given (except as to termination of Executive for Cause). In the event of the
voluntary  termination by Executive of his employment,  which is disputed by the
Bank, and if it is determined in  arbitration  that Executive is not entitled to
termination  benefits  pursuant  to this  Agreement,  he shall  return  all cash
payments made to him pending resolution by arbitration, with interest thereon at
the prime rate as published  in The Wall Street  Journal from time to time if it
is  determined  in  arbitration  that  Executive's   voluntary   termination  of
employment  was not taken in good faith and not in the  reasonable  belief  that
grounds existed for his voluntary termination.

10.      NON-COMPETITION AND POST-TERMINATION OBLIGATIONS

         (a) All payments and benefits to Executive  under this Agreement  shall
be subject to  Executive's  compliance  with  paragraph (b), (c), (d) and (e) of
this Section 10.

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         (b) Executive shall, upon reasonable  notice,  furnish such information
and  assistance  to the  Bank  as may  reasonably  be  required  by the  Bank in
connection  with  any  litigation  in  which  it or any of its  subsidiaries  or
affiliates is, or may become, a party.

         (c) Executive  recognizes  and  acknowledges  that the knowledge of the
business activities and plans for business activities of the Bank and affiliates
thereof,  as it may exist from time to time,  is a valuable,  special and unique
asset of the business of the Bank.  Executive will not, during or after the term
of his  employment,  disclose  any  knowledge of the past,  present,  planned or
considered business activities (all of which is considered to be a trade secret)
of the Bank or affiliates  thereof to any person,  firm,  corporation,  or other
entity for any reason or purpose  whatsoever  (except for such disclosure as may
be  required to be provided  to the Office of Thrift  Supervision  ("OTS"),  the
Federal Deposit Insurance  Corporation ("FDIC"), or other bank regulatory agency
with  jurisdiction  over the Bank or  Executive).  In the  event of a breach  or
threatened  breach by Executive of the  provisions  of this Section 10, the Bank
will be entitled to a temporary  restraining order,  preliminary  injunction and
permanent injunction restraining Executive from disclosing, in whole or in part,
the knowledge of the past, present, planned or considered business activities of
the Bank or affiliates  thereof,  or from  rendering any services to any person,
firm, corporation, other entity to whom such knowledge, in whole or in part, has
been  disclosed  or is  threatened  to be  disclosed.  Nothing  herein  will  be
construed as prohibiting the Bank from pursuing any other remedies  available to
the Bank for such breach or threatened breach, including the recovery of damages
from Executive.

         (d) Upon any  termination of Executive's  employment  pursuant to which
Executive is receiving  compensation  under Section  4(a)(i)  hereof or 4(a)(ii)
hereof,  provided,  however,  this Section  10(d) shall not be applicable in the
event such  termination  occurs  following  a Change in Control  (as  defined in
Section 5 of this Agreement) Executive agrees not to compete with the Bank for a
period of two (2) years  following such  termination in any area within a radius
of 25  miles  from any  offices  of the  Bank or any of the  Bank's  affiliates.
Executive  agrees that during such period and within said area,  Executive shall
not:  (i) work for or advise,  consult or  otherwise  serve  with,  directly  or
indirectly,  any entity whose business  materially competes with the depository,
lending or other business activities of the Bank or any of its affiliates;  (ii)
solicit,  offer  employment  to, or take any other  action  intended  (or that a
reasonable person acting in like circumstances  would expect) to have the effect
of causing any officer or employee of the Bank or of any affiliate, to terminate
his or her  employment  and accept  employment  or become  affiliated  with,  or
provide  services for  compensation in any capacity  whatsoever to, any business
whatsoever that competes with the business of the Bank or any affiliate that has
headquarters  or offices  within 25 miles of the locations in which the Bank has
business  operations  or has filed an  application  for  regulatory  approval to
establish  an office;  or (iii)  solicit,  provide  any  information,  advice or
recommendation  or take any other action  intended (or that a reasonable  person
acting in like  circumstances  would  expect) to have the effect of causing  any
customer  of  the  Bank  to  terminate  an  existing   business  or   commercial
relationship with the Bank.

         (e) The parties hereto, recognizing that irreparable injury will result
to the Bank,  its business and  property in the event of  Executive's  breach of
this  Section 10 agree that in the event of any such  breach by  Executive,  the
Bank will be entitled,  in addition to any other remedies and damages available,
to an a  temporary  restraining  order,  preliminary  injunction  and  permanent
injunction to restrain the violation hereof by Executive,  Executive's partners,
agents,  servants,

                                       9
<PAGE>

employers,  employees and all persons  acting for or with  Executive.  Executive
represents and admits that Executive's experience and capabilities are such that
Executive can obtain employment in a business engaged in other lines and/or of a
different  nature than the Bank, and that the  enforcement of a remedy by way of
injunction will not prevent Executive from earning a livelihood.  Nothing herein
will be  construed as  prohibiting  the Bank from  pursuing  any other  remedies
available to it for such breach or threatened breach,  including the recovery of
damages from Executive.

11.      EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFITS PLANS

         This Agreement  contains the entire  understanding  between the parties
hereto and supersedes  any prior  employment  agreement  between the Bank or any
predecessor of the Bank and Executive, including the 2005 Agreement, except that
this Agreement shall not affect or operate to reduce any benefit or compensation
inuring to Executive of a kind elsewhere provided in writing.

12.      NO ATTACHMENT; BINDING ON SUCCESSORS

         (a) Except as required by law, no right to receive  payments under this
Agreement  shall be  subject to  anticipation,  commutation,  alienation,  sale,
assignment,  encumbrance,  charge,  pledge, or  hypothecation,  or to execution,
attachment,  levy, or similar process or assignment by operation of law, and any
attempt,  voluntary  or  involuntary,  to affect any such action  shall be null,
void, and of no effect.

         (b) This Agreement  shall be binding upon, and inure to the benefit of,
Executive, his estate, and the Bank and its respective successors and assigns.

13.      MODIFICATION AND WAIVER

         (a)  This  Agreement  may  not be  modified  or  amended  except  by an
instrument in writing signed by the parties hereto.

         (b) No term or condition of this Agreement shall be deemed to have been
waived, nor shall there be any estoppel against the enforcement of any provision
of this Agreement,  except by written  instrument of the party charged with such
waiver or estoppel.  No such written waiver shall be deemed a continuing  waiver
unless specifically  stated therein,  and each such waiver shall operate only as
to the specific  term or condition  waived and shall not  constitute a waiver of
such term or condition for the future as to any act other than that specifically
waived.

14.      REQUIRED PROVISIONS

         (a) The Bank's Board may terminate Executive's  employment at any time,
but any  termination  by the Bank's  Board other than  Termination  for Cause as
defined  in  Section  8  hereof  shall  not  prejudice   Executive's   right  to
compensation  or other benefits under this  Agreement.  Executive  shall have no
right to receive compensation or other benefits for any period after Termination
for Cause.

                                       10
<PAGE>

         (b) If Executive is suspended from office and/or temporarily prohibited
from participating in the conduct of the Bank's affairs by a notice served under
Section 8(e)(3) (12 U.S.C.  ss.1818(e)(3)) or 8(g)(1) (12 U.S.C.  ss.1818(g)(1))
of the  Federal  Deposit  Insurance  Act,  the  Bank's  obligations  under  this
Agreement  shall  be  suspended  as of the date of  service,  unless  stayed  by
appropriate  proceedings.  If the charges in the notice are dismissed,  the Bank
may in its discretion (i) pay Executive all or part of the compensation withheld
while its Agreement  obligations  were suspended and (ii) reinstate (in whole or
in part) any of its obligations which were suspended.

         (c)  If  Executive  is  removed  and/or  permanently   prohibited  from
participating  in the  conduct of the Bank's  affairs by an order  issued  under
Section 8(e)(4) (12 U.S.C.  ss.1818(e)(4)) or 8(g)(1) (12 U.S.C.  ss.1818(g)(1))
of the Federal  Deposit  Insurance  Act, all  obligations of the Bank under this
Agreement  shall  terminate as of the  effective  date of the order,  but vested
rights of the contracting parties shall not be affected.

         (d) If the Bank is in default as defined in Section  3(x)(1) (12 U.S.C.
ss.1813(x)(1)) of the Federal Deposit Insurance Act, all obligations of the Bank
under  this  Agreement  shall  terminate  as of the  date of  default,  but this
paragraph shall not affect any vested rights of the contracting parties.

         (e) All obligations under this Agreement shall be terminated, except to
the extent  determined  that  continuation  of the contract is necessary for the
continued  operation  of the Bank,  (i) by the Director of the OTS or his or her
designee, at the time the FDIC enters into an agreement to provide assistance to
or on behalf of the Bank under the  authority  contained  in  Section  13(c) (12
U.S.C. ss.1823(c)) of the Federal Deposit Insurance Act; or (ii) by the Director
or his or her designee at the time the Director or his or her designee  approves
a  supervisory  merger to resolve  problems  related to operation of the Bank or
when the Bank is  determined  by the  Director  to be in an  unsafe  or  unsound
condition.  Any rights of the parties that have already vested,  however,  shall
not be affected by such action.

         (f)  Notwithstanding  anything  herein  contained to the contrary,  any
payments to  Executive  by the Company,  whether  pursuant to this  Agreement or
otherwise,  are subject to and  conditioned  upon their  compliance with Section
18(k) of the Federal Deposit Insurance Act, 12 U.S.C.  Section 1828(k),  and the
regulations promulgated thereunder in 12 C.F.R. Part 359.


                                       11
<PAGE>

15.      SEVERABILITY

         If, for any reason, any provision of this Agreement, or any part of any
provision, is held invalid, such invalidity shall not affect any other provision
of this  Agreement or any part of such  provision not held so invalid,  and each
such other  provision and part thereof shall to the full extent  consistent with
law continue in full force and effect.

16.      HEADINGS FOR REFERENCE ONLY

         The headings of sections and paragraphs  herein are included solely for
convenience of reference and shall not control the meaning or  interpretation of
any of the provisions of this Agreement.

17.      GOVERNING LAW

         This  Agreement  shall be governed by the laws of the  Commonwealth  of
Massachusetts but only to the extent not superseded by federal law.

18.      ARBITRATION

         Any dispute or  controversy  arising under or in  connection  with this
Agreement shall be settled exclusively by arbitration,  conducted before a panel
of three  arbitrators  in  Massachusetts  in  accordance  with the  rules of the
American Arbitration  Association then in effect. Judgment may be entered on the
arbitrator's award in any court having  jurisdiction;  provided,  however,  that
Executive shall be entitled to seek specific performance of his right to be paid
until the Date of Termination  during the pendency of any dispute or controversy
arising under or in connection with this Agreement.

19.      PAYMENT OF LEGAL FEES

         All reasonable legal fees paid or incurred by Executive pursuant to any
dispute or question of  interpretation  relating to this Agreement shall be paid
or reimbursed by the Bank within two and one-half  months  following the date on
which such fees are incurred,  provided that the dispute or  interpretation  has
been settled by Executive and the Bank or resolved in Executive's favor.

20.      INDEMNIFICATION

         (a) The Bank shall provide  Executive  (including his heirs,  executors
and  administrators)  with coverage  under a standard  directors'  and officers'
liability  insurance policy at its expense,  and shall indemnify  Executive (and
his heirs, executors and administrators) for the term of the Agreement and for a
period of 6 years  thereafter to the fullest extent  permitted under  applicable
law  against  all  expenses  and  liabilities  reasonably  incurred  by  him  in
connection with or arising out of any action, suit or proceeding in which he may
be  involved  by reason of his having  been a director or officer of the Bank or
the Company (whether or not he continues to be a director or officer at the time
of incurring  such expenses or  liabilities),  such expenses and  liabilities to
include,  but not be limited to, judgments,  court costs and attorneys' fees and
the cost of reasonable  settlements  (such  settlements  must be approved by the
Board or the board of  directors

                                       12
<PAGE>

of the Company, as appropriate), provided, however, neither the Bank nor Company
shall be required to  indemnify  or reimburse  Executive  for legal  expenses or
liabilities  incurred in connection with an action,  suit or proceeding  arising
from  any  illegal  or  fraudulent   act   committed  by  Executive.   Any  such
indemnification  shall  be  made  consistent  with  Section  545.121  of the OTS
Regulations.

         (b)  Notwithstanding  the foregoing,  no indemnification  shall be made
unless the Bank gives the OTS at least sixty (60) days' notice of its  intention
to make such  indemnification.  Such  notice  shall state the facts on which the
action arose, the terms of any settlement,  and any disposition of the action by
a court.  Such notice,  a copy thereof,  and a certified  copy of the resolution
containing the required determination by the Board shall be sent to the Regional
Director of the OTS, who shall promptly  acknowledge receipt thereof. The notice
period shall run from the date of such receipt. No such indemnification shall be
made if the OTS advises the Bank in writing  within such notice  period,  of its
objection thereto.

21.      NOTICE

         For  the   purposes   of  this   Agreement,   notices   and  all  other
communications  provided for in this Agreement  shall be in writing and shall be
deemed  to have been duly  given  when  delivered  or  mailed  by  certified  or
registered mail,  return receipt  requested,  postage prepaid,  addressed to the
respective addresses set forth below:


                  To the Bank:               Georgetown Savings Bank
                                             2 East Main Street
                                             Georgetown, Massachusetts 01833


                  To Executive:              Joseph W. Kennedy
                                             22 Sherwood Drive
                                             Bradford, Massachusetts 01835



22.      SOURCE OF PAYMENTS.

         All payments provided in this Agreement shall be timely paid in cash or
check from the general funds of the Bank. Any holding company  established  with
respect to the Bank may  accede to this  Agreement  but only for the  purpose of
guaranteeing  payment and provision of all amounts and benefits due hereunder to
Executive.

                                       13
<PAGE>

                                   SIGNATURES


         IN WITNESS  WHEREOF,  the Bank has and the Company have authorized this
Agreement to be executed by their duly authorized representatives, and Executive
has signed this Agreement, on the day and date first above written.



ATTEST:                             GEORGETOWN SAVINGS BANK



/s/Mary L. Williams                 By:/s/ Richard F. Spencer
-------------------------------        ---------------------------------------

ATTEST:                             GEORGETOWN BANCORP, INC.



/s/Mary L. Williams                 By:/s/ Richard F. Spencer
-------------------------------        ---------------------------------------


WITNESS:                            EXECUTIVE:



/s/Mary L. Williams                 /s/ Joseph W. Kennedy
-------------------------------     ------------------------------------------
                                    Joseph W. Kennedy


                                       14