Exhibit 10.3





                          SUPPLEMENTAL RETIREMENT PLAN
                              FOR SENIOR EXECUTIVES


                             GEORGETOWN SAVINGS BANK
                            Georgetown, Massachusetts



                             Effective June 30, 2008








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               SUPPLEMENTAL RETIREMENT PLAN FOR SENIOR EXECUTIVES

         This Supplemental Retirement Plan for Senior Executives (the "Plan") is
effective  June 30, 2008.  This Plan  formalizes  the  agreements by and between
GEORGETOWN  SAVINGS BANK (the "Bank"),  a federally  chartered savings bank, and
certain key employees, hereinafter referred to as "Executive(s)",  who have been
selected  and  approved  by the Bank to  participate  in this  Plan and who have
evidenced  their  participation  by execution of a Supplemental  Retirement Plan
Participation  Agreement  ("Participation  Agreement") in a form provided by the
Bank.  This Plan  replaces  the  individual  Executive  Supplemental  Retirement
Agreements between the Bank and certain  Executives who are participants  herein
and is intended to comply with Internal  Revenue Code ("Code")  Section 409A and
any regulatory or other guidance issued under such Section. Any reference herein
to the "Company" shall mean GEORGETOWN BANCORP,  INC., the stock holding company
of the  Bank.  The  Company  has  executed  this  Plan for the sole  purpose  of
guaranteeing the payment of benefits hereunder.

                              W I T N E S S E T H :

         WHEREAS, Executives are employed by the Bank; and

         WHEREAS, the Bank recognizes the valuable services heretofore performed
for it by such Executives and wishes to encourage their continued employment and
to provide them with additional incentive to achieve corporate objectives; and

         WHEREAS, the Bank and certain of the Executives previously entered into
Executive  Supplemental  Retirement  Plans  pursuant  to which the Bank  offered
retirement benefits; and

         WHEREAS,  the Bank desires to replace the  individual  agreements  with
this Plan and to modify the benefit formula under the Plan; and

          WHEREAS,  the Bank  desires to draft the Plan to comply  with  Section
409A of the Internal Revenue Code ("Code"); and

         WHEREAS,  the Bank  intends  this  Plan to be  considered  an  unfunded
arrangement,  maintained primarily to provide supplemental retirement income for
its  Executives,  members of a select group of management or highly  compensated
employees  of the  Bank,  for tax  purposes  and for  purposes  of the  Employee
Retirement Income Security Act of 1974, as amended; and

         WHEREAS,  the Bank has  adopted  this Plan  which  controls  all issues
relating  to  Supplemental  Benefits  as  described  herein and  supersedes  the
individual arrangement with certain of the Executives.

         NOW,  THEREFORE,  in  consideration  of the  premises and of the mutual
promises herein contained, the Bank and Executives agree as follows:

                                    SECTION I
                                   DEFINITIONS

         When used  herein,  the  following  words and  phrases  shall  have the
meanings below unless the context clearly indicates otherwise:

1.1      "Accrued  Annuity  Benefit"  means that portion of the Annuity  Benefit
         which is  expensed  and  accrued by the Bank under  generally  accepted
         accounting principles (GAAP) at the date of measurement.

1.2      "Act" means the Employee  Retirement  Income  Security Act of 1974,  as
         amended from time to time.

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1.3      "Administrator" means the Bank and/or its Board.

1.4      "Annuity Benefit" means a stream of payments to an Executive payable as
         a single life annuity with 20 years certain,  commencing on the Annuity
         Commencement Date.

1.5      "Annuity  Commencement Date" means,  unless otherwise set forth herein,
         the Executive's Benefit Age.

1.6      "Bank" means GEORGETOWN SAVINGS BANK and any successor thereto.

1.7      "Beneficiary"  means the person or persons (and their heirs) designated
         as Beneficiary by Executive to whom the deceased  Executive's  benefits
         are payable.  Such  beneficiary  designation  shall be made on the form
         attached hereto as Exhibit A and filed with the Plan Administrator.  If
         no Beneficiary is so designated,  then Executive's  Spouse,  if living,
         will be deemed the  Beneficiary.  If Executive's  Spouse is not living,
         then the Children of  Executive  will be deemed the  Beneficiaries  and
         will take on a per stirpes basis. If there are no living Children, then
         the Estate of Executive will be deemed the Beneficiary.

1.8      "Benefit Age" shall be the birthday on which Executive  attains the age
         set forth in Executive's Participation Agreement.

1.9      "Board"  shall  mean  the  Board  of  Directors  of  the  Bank,  unless
         specifically noted otherwise.

1.10     "Cause"  shall  mean  Executive's  personal  dishonesty,  incompetence,
         willful  misconduct,  any 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 Chief Executive Officer
         ("CEO") or the Board will likely cause  substantial  financial  harm or
         substantial injury to the reputation of the Bank,  intentional  failure
         to perform  stated  duties,  willful  violation  of any law,  rule,  or
         regulation (other than minor traffic violations or similar offenses) or
         final  cease-and-desist  order,  or material  breach of Section 7.14 of
         this Plan. In determining incompetence,  the acts or omissions shall be
         measured  against  standards   generally   prevailing  in  the  savings
         institutions  industry.  For  purposes  of  this  paragraph,  no act or
         failure  to act on  the  part  of the  Executive  shall  be  considered
         "willful"  unless done, or omitted to be done, by Executive not in good
         faith and without reasonable belief that Executive's action or omission
         was in the best interest of the Bank. Any act, or failure to act, based
         upon authority given pursuant to a resolution duly adopted by the Board
         or based upon the advice of counsel for the Bank shall be  conclusively
         presumed to be done,  or omitted to be done, by Executive in good faith
         and in the best  interests of the Bank.  The cessation of employment of
         Executive  shall not be deemed to be for Cause  unless and until  there
         shall have been  delivered  to  Executive a copy of a  resolution  duly
         adopted by the affirmative  vote of not less than  three-fourths of the
         entire  membership  of the Board of the Bank at a meeting of such Board
         called and held for such purpose (after  reasonable  notice is provided
         to Executive  and  Executive  is given an  opportunity,  together  with
         counsel,  to be heard before such  Board),  finding  that,  in the good
         faith  opinion  of such  Board,  Executive  is  guilty  of the  conduct
         described above, and specifying the particulars thereof in detail.

1.11     A "Change  in  Control"  of the Bank or the  Company  shall  mean (1) a
         change in  ownership  of the Bank or the Company  under  paragraph  (i)
         below, or (2) a change in effective  control of the Bank or the Company
         under  paragraph  (ii)  below,  or (3) a change in the  ownership  of a
         substantial  portion  of the  assets of the Bank or the  Company  under
         paragraph (iii) below:


                  (i)      Change in the ownership of the Bank or the Company. A
                           change in the  ownership  of the Bank or the  Company
                           shall occur on the date that any one person,  or more
                           than one

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                           person  acting as a group  (as  defined  in  Treasury
                           Regulation  Section  1.409A-3(i)(5)(v)(B)),  acquires
                           ownership of stock of the corporation that,  together
                           with stock held by such person or group,  constitutes
                           more than 50% of the total fair market value or total
                           voting power of the stock of such corporation.

                  (ii)     Change in the  effective  control  of the Bank or the
                           Company.  A change in the  effective  control  of the
                           Bank or the  Company  shall  occur on the  date  that
                           either  (A) any one  person,  or more than one person
                           acting as a group (as defined in Treasury  Regulation
                           Section   1.409A-3(i)(5)(v)(B)),   acquires  (or  has
                           acquired  during the  12-month  period  ending on the
                           date of the most recent acquisition by such person or
                           persons)  ownership  of  stock  of  the  Bank  or the
                           Company  possessing  30% or more of the total  voting
                           power of the stock of the Bank or the Company; or (B)
                           a majority  of  members of the Bank or the  Company's
                           Board of  Directors  is replaced  during any 12-month
                           period by Directors whose  appointment or election is
                           not  endorsed  by a  majority  of the  members of the
                           corporation's Board of Directors prior to the date of
                           the  appointment  or  election,  provided  that  this
                           sub-section  (B) is  inapplicable  where  a  majority
                           shareholder  of the Bank or the  Company  is  another
                           corporation.

                  (iii)    Change in the ownership of a  substantial  portion of
                           the Bank's or the Company's  assets.  A change in the
                           ownership of a  substantial  portion of the Bank's or
                           the Company's assets shall occur on the date that any
                           one person, or more than one person acting as a group
                           (as   defined   in   Treasury    Regulation   Section
                           1.409A-3(i)(5)(vii)(C)),  acquires  (or has  acquired
                           during the 12-month  period ending on the date of the
                           most  recent  acquisition  by such person or persons)
                           assets from the Bank or the Company that have a total
                           gross fair market value equal to more than 40% of the
                           total gross fair market value of all of the assets of
                           the  Bank or the  Company  immediately  prior to such
                           acquisition.  For this  purpose,  gross  fair  market
                           value   means  the   value  of  the   assets  of  the
                           corporation,   or  the  value  of  the  assets  being
                           disposed  of,   determined   without  regard  to  any
                           liabilities associated with such assets.

                  (iv)     For all purposes hereunder,  the definition of Change
                           in Control shall be construed to be  consistent  with
                           the  requirements  of  Treasury   Regulation  Section
                           1.409A-3(i)(5),   except  to  the  extent  that  such
                           regulations are superseded by subsequent  guidance. A
                           Change  in  Control  shall  not  be  deemed  to  have
                           occurred  upon  the  second-step  conversion  of  the
                           Company to a fully converted stock company.

1.12     "Children"  means  Executive's  children,  or the issue of any deceased
         Children,  then living at the time payments are due the Children  under
         this Plan. The term  "Children"  shall include both natural and adopted
         Children.

1.13     "Code" means the Internal Revenue Code of 1986, as amended.

1.14     "Death  Benefit"  shall mean a Lump Sum  payment  equal to the  Present
         Value of the Accrued Annuity  Benefit as of the date of death,  without
         any Pre-Retirement Reductions.

1.15     "Disability  Benefit"  means a Lump Sum  payment,  equal to the Annuity
         Benefit,  payable at Benefit Age, as if Executive had continued to work
         until Benefit Age and  Executive's  base salary  increased five percent
         (5%) per year for each  fiscal  year  until  Executive's  Benefit  Age.
         Alternatively, an Executive may elect in his Participation Agreement to
         receive the benefit payment in another form or at another time.

1.16     "Effective Date" of this Plan shall be June 30, 2008.

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1.17     "Estate" means the estate of Executive.

1.18     "Executive"  means the  executive  officer  who has been  selected  and
         approved by the Board to  participate in the Plan and who has agreed to
         participation by completing a Participation Agreement.

1.19     "Final  Average  Compensation"  shall mean the total base  salary  plus
         bonus paid during a fiscal  year,  including  salary  deferrals  into a
         401(k) Plan or cafeteria  plan.  Final  Average  Compensation  shall be
         averaged  over the highest  three (3) fiscal  years of the  Executive's
         final five (5) fiscal years of employment with the Bank.

1.20     "Good Reason," shall mean (a) failure to elect or reelect or to appoint
         or  reappoint  Executive  to his  Executive  Position  (as  defined  in
         Executive's  employment  agreement),  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
         (except for any reduction that is part of an employee-wide reduction in
         pay or benefits);  (d) a liquidation  or  dissolution  of the Bank; (e)
         material  breach  of this  Plan by the  Bank;  or (f) a  relocation  of
         Executive's  principal place of employment more than  twenty-five  (25)
         miles from the principal office on the Effective Date.

1.21     "Lump  Sum" shall  mean  payment  in a single sum equal to the  Present
         Value of the Annuity Benefit or Accrued Annuity Benefit, as applicable.

1.22     "Normal Benefit Date" shall be 90 days following Executive's Separation
         from Service (other than due to death or  Disability).  In the event of
         Executive's  death, the Normal Benefit Date shall mean the first day of
         the second month following the month in which Executive's death occurs.
         In the event of the  Executive's  Disability,  the Normal  Benefit Date
         shall  be the  Benefit  Age  set  forth  in  Executive's  Participation
         Agreement,  unless the  Executive  has  elected to have the  Disability
         Benefit  commence on the first day of the second  month  following  the
         determination of Disability.

1.23     "Normal  Benefit  Form" means a Lump Sum  payment  equal to the Present
         Value, as of the time of payment, of the Annuity Benefit.

1.24     "Participation Agreement" means the agreement between Executive and the
         Bank which  sets  forth the  particulars  of  Executive's  Supplemental
         Benefit  and/or  other  benefits  to  which  Executive  or  Executive's
         Beneficiary becomes entitled under the Plan.

1.25     "Plan Year" shall mean July 1 to June 30.

1.26     "Pre-Retirement   Reduction"  shall  mean  the  reductions  in  benefit
         required  under the Plan in the event the  Participant  Separates  from
         Service  prior to the  Participant's  Benefit Age.  The  Pre-Retirement
         Reduction in benefit may result from  Separation  from Service prior to
         the occurrence of one or more of the  following:  (i) the date on which
         the Participant's  Vesting Rate equals 100%, (ii) the date on which the
         Prorate   Fraction  equals  "1"  and  (iii)  the  commencement  of  the
         Supplemental Benefit prior to the Participant's attainment of age 62.

1.27     "Present Value" shall mean the actuarial  present value  (calculated as
         of the payment date) of a payment  stream.  Unless  otherwise set forth
         herein,  the Present Value shall be determined using a six percent (6%)
         interest rate and 1994 Group Annuity Reserving Table.

1.28     "Prorate  Fraction" shall be a fraction,  the numerator of which is the
         Executive's  years of employment from the Executive's  original date of
         hire and the denominator of which shall be set forth in the

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         Executive's  Participation  Agreement,   provided,  however,  that  the
         Prorate Fraction shall never exceed "one".

1.29     "Separation from Service" means Executive's death,  retirement or other
         termination  of  employment  with the Bank  within the  meaning of Code
         Section 409A.  No Separation  from Service shall be deemed to occur due
         to  military  leave,  sick leave or other bona fide leave of absence if
         the period of such  leave does not exceed six months or, if longer,  so
         long  as  Executive's  right  to  reemployment  is  provided  by law or
         contract.  If the leave  exceeds  six months and  Executive's  right to
         reemployment  is not  provided by law or by  contract,  then  Executive
         shall have a  Separation  from  Service  on the first date  immediately
         following such six-month period.

         Whether a Separation  from Service has occurred is determined  based on
         whether  the  facts  and  circumstances  indicate  that  the  Bank  and
         Executive  reasonably  anticipated  that no further  services  would be
         performed  after a certain date or that the level of bona fide services
         the employee  would  perform after such date (whether as an employee or
         as an independent  contractor)  would  permanently  decrease to no more
         than 49% of the average level of bona fide services  performed over the
         immediately preceding 36 months (or such lesser period of time in which
         Executive  performed  services  for the  Bank).  The  determination  of
         whether  Executive  has had a Separation  from Service shall be made by
         applying the presumptions set forth in the Treasury  Regulations  under
         Code Section 409A.

1.30     "Specified  Employee" means, in the event the Bank or the Company is or
         becomes  publicly  traded,  a "Key Employee" as such term is defined in
         Code   Section   416(i)   without   regard  to   paragraph  5  thereof.
         Notwithstanding anything to the contrary herein, in the event Executive
         is a Specified Employee and becomes entitled to a payment hereunder due
         to  Separation  from  Service  for any  reason  (other  than  death  or
         Disability),  the payments to such  Executive  shall not commence until
         the first day of the  seventh  month  following  such  Separation  from
         Service.  Whether  and the  extent  to  which a person  is a  Specified
         Employee shall be determined on the "Specified  Employee  Determination
         Date" which shall be  December  31 of each  calendar  year and shall be
         applicable  commencing on the following April 1, in accordance with the
         rules set forth in the Treasury Regulations under Code Section 409A.

1.31     "Spouse" means the  individual to whom Executive is legally  married at
         the  time of  Executive's  death,  provided,  however,  that  the  term
         "Spouse"  shall not refer to an individual to whom Executive is legally
         married  at the time of death if  Executive  and such  individual  have
         entered  into  a  formal  separation   agreement  (provided  that  such
         separation  agreement  does not  provide  otherwise  or state that such
         individual  is  entitled  to a portion  of the  benefit  hereunder)  or
         initiated divorce proceedings.

1.32     "Supplemental  Benefit"  means a benefit  (before  taking into  account
         federal and state income  taxes)  payable to an Executive who satisfies
         the conditions to receive a benefit as described in this Plan.

1.33     "Treasury  Regulations"  means the final regulations  promulgated under
         Section 409A of the Code.

1.34     "Vesting  Rate"  shall  be  the  rate  set  forth  in  the  Executive's
         Participation Agreement.

1.35     "Yearly Benefit Amount" means the annual amount contingently payable as
         an Annuity  Benefit.  The Yearly  Benefit  Amount shall be equal to the
         percentage of the Executive's  Final Average  Compensation set forth in
         the Executive's Participation Agreement.

                                   SECTION II
                          ESTABLISHMENT OF RABBI TRUST

         The Bank may establish a rabbi trust into which the Bank may contribute
assets  which  shall  be held  therein,  subject  to the  claims  of the  Bank's
creditors in the event of the Bank's  "Insolvency"  as defined in the

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agreement which establishes such rabbi trust,  until the contributed  assets are
paid to Executives and their  Beneficiaries  in such manner and at such times as
specified in this Plan.  Contributions  to a rabbi trust would  provide the Bank
with a source of funds to assist it in meeting the  liabilities of this Plan. To
the extent the  language in this Plan is  modified by the  language in the rabbi
trust   agreement,   the  rabbi  trust  agreement  shall  supersede  this  Plan.
Contributions to the rabbi trust may be made during each Plan Year in accordance
with  the  rabbi  trust  agreement.  It is  expected  that  the  amount  of such
contribution(s), if any, would be equal to the full present value of all benefit
accruals  under this Plan,  if any,  less:  (i) previous  contributions  made on
behalf of Executive to the rabbi  trust,  and (ii)  earnings to date on all such
previous  contributions.  In the event of a Change in  Control,  the Bank  shall
transfer  to the rabbi  trust  within  thirty  (30) days prior to such Change in
Control,  the present value (applying the Interest Factor applicable to a Change
in Control) of an amount  sufficient to fully fund the Supplemental  Benefit for
each Executive covered by this Plan.

                                   SECTION III
                                    BENEFITS

3.1      Separation  from Service On or After  Benefit  Age. If Executive  has a
         --------------------------------------------------
         Separation  from Service on or after  Benefit Age,  Executive  shall be
         entitled to a Supplemental  Benefit  determined in the manner set forth
         herein.  The  Supplemental  Benefit  shall be  determined as an Annuity
         Benefit equal to the Yearly  Benefit  Amount  multiplied by the Prorate
         Fraction. The Supplemental Benefit shall commence on Executive's Normal
         Benefit Date and shall be payable in a Lump Sum,  unless  Executive has
         elected at the time of  execution  of the  Participation  Agreement  to
         receive another form of benefit.

3.2      Separation  from  Service  Prior to Benefit  Age.  If  Executive  has a
         ------------------------------------------------
         voluntary or  involuntary  Separation  from Service  (other than due to
         Cause,  death or  Disability)  after the Executive has a vested Accrued
         Annuity  Benefit but prior to the attainment of his or her Benefit Age,
         Executive  shall be entitled to a Supplemental  Benefit,  calculated in
         the manner set forth in Section 3.1. If  applicable,  the  Supplemental
         Benefit  shall  be  multiplied  by the  Executive's  Vesting  Rate.  In
         addition,  if Executive is less than age 62 at time of  commencement of
         the  Supplemental  Benefit,  the  Supplemental  Benefit will be further
         reduced by 5% per year for each year  prior to age 62 that the  benefit
         payment   commences.   The  Supplemental   Benefit  shall  commence  on
         Executive's  Normal  Benefit  Date and shall be  payable in a Lump Sum,
         unless   Executive  has  elected  at  the  time  of  execution  of  the
         Participation Agreement to receive an Annuity Benefit.

3.3      Death Benefit.
         -------------

         (a)      If Executive dies prior to attaining his Benefit Age but while
                  employed  at  the  Bank,  Executive's   Beneficiary  shall  be
                  entitled  to  the  Death  Benefit.  The  Death  Benefit  shall
                  commence  on the Normal  Benefit  Date and shall be payable in
                  the Normal Benefit Form.

         (b)      If Executive dies following  Separation from Service and after
                  becoming vested in an Accrued Annuity Benefit but prior to the
                  commencement  of  benefit  payments,  Executive's  Beneficiary
                  shall be  entitled  to the  payment  of the  amount  otherwise
                  payable to Executive under the applicable  Sub-section of this
                  Section III, commencing on the Normal Benefit Date and payable
                  in a Lump Sum.

         (c)      If Executive  dies following the  commencement  of his benefit
                  payments  but  prior  to  receiving  the  entire  Supplemental
                  Benefit,  any remaining  benefits shall be paid to Executive's
                  Beneficiary  in the same manner as paid to Executive  prior to
                  his death.

3.4.     Benefit Payable Following a Change in Control.
         ---------------------------------------------

         (a)      If a Change in Control occurs and, Executive has a involuntary
                  Separation  from Service or voluntary  Separation from Service
                  for Good  Reason  within  two  years  following  a  Change  in

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                  Control, Executive shall be entitled to a Supplemental Benefit
                  calculated  as if Executive had attained  Executive's  Benefit
                  Age at the time of the Change in Control, and Executive's base
                  salary had increased  five percent (5%) per year until Benefit
                  Age. The  Supplemental  Benefit shall  commence on Executive's
                  Normal  Benefit  Date and shall be payable in a Lump Sum.  For
                  these purposes,  a  determination  of the Present Value of the
                  Annuity Benefit shall be determined by applying the applicable
                  federal  interest rate  required  under Code Sections 280G and
                  1274(d).  Notwithstanding  the foregoing,  if the Supplemental
                  Benefit   provided  under  this  Section  3.4,   either  as  a
                  stand-alone  benefit or when aggregated with other payments to
                  or for the  benefit  of  Executive  that are  contingent  on a
                  Change in Control,  would cause  Executive  to have an "excess
                  parachute  payment" under Code Section 280G, the  Supplemental
                  Benefit  and/or such other  payments shall be reduced to avoid
                  this result. In the event a reduction is necessary,  Executive
                  shall be  entitled  to  determine  which  benefits or payments
                  shall be reduced or eliminated so the total parachute payments
                  do not result in an excess  parachute  payment.  If  Executive
                  does not make this  determination  within  ten  business  days
                  after  receiving a written request form the Bank, the Bank may
                  make such  determination,  and shall notify Executive promptly
                  thereof.  In  the  event  it  is  determined  that  permitting
                  Executive or the Bank to make the determination  regarding the
                  form or manner of reduction  would  violate Code Section 409A,
                  such reduction shall be made pro rata.

         (b)      If a Change in Control  occurs after the  Executive  commences
                  receiving Supplemental Benefit payments under this Plan in the
                  form of either an annuity or installment  payment, the Present
                  Value of the remaining  payments shall be determined and shall
                  be payable to the Executive in a Lump Sum.

3.5      Termination  for Cause.  If  Executive  is  terminated  for Cause,  all
         ----------------------
         benefits   under  this  Plan  shall  be  forfeited  by  Executive   and
         Executive's participation in this Plan shall become null and void.

3.6      Disability  Benefit.  Notwithstanding  any other provision  hereof,  if
         -------------------
         Executive  becomes Disabled prior to his or her Benefit Age,  Executive
         shall  be  entitled  to  receive  the  Disability   Benefit  hereunder.
         Executive shall be deemed to be "Disabled" or to have a "Disability" in
         any case in which it is determined:

         (a)      by a  duly  licensed  physician  selected  by the  Bank,  that
                  Executive  is  unable to  engage  in any  substantial  gainful
                  activity by reason of any medically  determinable  physical or
                  mental impairment which can be expected to result in death, or
                  last for a continuous period of not less than 12 months;

         (b)      by reason of any  medically  determinable  physical  or mental
                  impairment  which can be expected to result in death,  or last
                  for a continuous  period of not less than 12 months,  that the
                  Executive  is  receiving  income  replacement  benefits  for a
                  period of not less than three  months  under an  accident  and
                  health plan covering employees of Executive's employer; or

         (c)      by the  Social  Security  Administration,  that  Executive  is
                  totally disabled.

         The Disability Benefit shall be payable at the Benefit Age set forth in
         Executive's Participation Agreement in a Lump Sum, unless Executive has
         elected at the time of  execution  of the  Participation  Agreement  to
         receive another form or time of benefit.

3.7      Change in Form or Timing of Benefit.  In the event Executive desires to
         -----------------------------------
         change  the  form or time of  payment  of the  Supplemental  Retirement
         Benefit, and such alternate form or time is permitted by the applicable
         subsection  of this  Section  III,  such change in election may be made
         provided the following conditions are satisfied:

                                       8
<PAGE>

         (i)      any  change in the form or timing  must be elected at least 12
                  months before the benefit would otherwise be paid or commence,
                  and
         (ii)     any change (in form or timing)  must result in a minimum  five
                  year delay in the commencement of the effected payment.



                                   SECTION IV
                             BENEFICIARY DESIGNATION

         Executive  shall make an initial  designation  of primary and secondary
Beneficiaries  upon execution of his Participation  Agreement and shall have the
right to change such  designation,  at any subsequent time, by submitting to the
Administrator,  in  substantially  the form  attached  as  Exhibit  A, a written
designation of primary and secondary Beneficiaries.  Any Beneficiary designation
made  subsequent  to  execution  of the  Participation  Agreement  shall  become
effective  only  when  receipt   thereof  is  acknowledged  in  writing  by  the
Administrator.

                                    SECTION V
                          EXECUTIVE'S RIGHT TO ASSETS:
                     ALIENABILITY AND ASSIGNMENT PROHIBITION

         At no time shall Executive be deemed to have any lien, right,  title or
interest in or to any specific  investment  or asset of the Bank.  The rights of
Executive, any Beneficiary, or any other person claiming through Executive under
this Plan,  shall be solely those of an unsecured  general creditor of the Bank.
Executive,  the  Beneficiary,  or any other person claiming  through  Executive,
shall only have the right to receive  from the Bank those  payments so specified
under this Plan.  Neither  Executive nor any  Beneficiary  under this Plan shall
have any power or right to transfer, assign, anticipate,  hypothecate, mortgage,
commute,  modify or otherwise  encumber in advance any of the  benefits  payable
hereunder,  nor shall any of said benefits be subject to seizure for the payment
of any debts,  judgments,  alimony or separate  maintenance owed by Executive or
his  Beneficiary,  nor be  transferable  by  operation  of law in the  event  of
bankruptcy, insolvency or otherwise.

                                   SECTION VI
                                 ACT PROVISIONS

6.1      Named  Fiduciary  and  Administrator.  The  Bank  shall  be  the  Named
         ------------------------------------
         Fiduciary and  Administrator of this Plan. As  Administrator,  the Bank
         shall be responsible for the management,  control and administration of
         the Plan as  established  herein.  The  Administrator  may  delegate to
         others   certain    aspects   of   the   management   and   operational
         responsibilities of the Plan,  including the employment of advisors and
         the delegation of ministerial duties to qualified individuals.

6.2      Claims Procedure and Arbitration. In the event that benefits under this
         --------------------------------
         Plan are not paid to Executive  (or to his  Beneficiary  in the case of
         Executive's death) and such claimants feel they are entitled to receive
         such benefits,  then a written claim must be made to the  Administrator
         within  sixty  (60)  days  from  the date  payments  are  refused.  The
         Administrator  shall  review the  written  claim  and,  if the claim is
         denied,  in whole or in part,  they shall  provide in  writing,  within
         thirty (30) days of receipt of such claim,  their specific  reasons for
         such  denial,   reference  to  the  provisions  of  this  Plan  or  the
         Participation  Agreement  upon  which  the  denial  is  based,  and any
         additional material or information necessary to perfect the claim. Such
         writing by the  Administrator  shall  further  indicate the  additional
         steps which must be undertaken by claimants if an additional  review of
         the claim denial is desired.

         If   claimants   desire  a  second   review,   they  shall  notify  the
         Administrator  in writing  within  thirty  (30) days of the first claim
         denial.  Claimants may review this Plan, the Participation Agreement or
         any documents  relating thereto and submit any issues and comments,  in
         writing,  they  may  feel  appropriate.  In its sole

                                       9
<PAGE>

         discretion,  the  Administrator  shall then review the second claim and
         provide a written  decision  within thirty (30) days of receipt of such
         claim.  This decision shall state the specific reasons for the decision
         and shall include reference to specific  provisions of this Plan or the
         Participation Agreement upon which the decision is based.

         If  claimants  continue  to  dispute  the  benefit  denial  based  upon
         completed  performance of this Plan and the Participation  Agreement or
         the meaning and effect of the terms and conditions thereof, it shall be
         settled  by  arbitration   administered  by  the  American  Arbitration
         Association  ("AAA")  under  its  Commercial   Arbitration  Rules,  and
         judgment on the award rendered by the  arbitrator(s)  may be entered in
         any court having jurisdiction thereof.

                                   SECTION VII
                                  MISCELLANEOUS

7.1      No Effect on Employment  Rights.  Nothing  contained herein will confer
         -------------------------------
         upon  Executive the right to be retained in the service of the Bank nor
         limit  the  right of the  Bank to  discharge  or  otherwise  deal  with
         Executive without regard to the existence of the Plan.

7.2      Governing  Law. The Plan is  established  under,  and will be construed
         --------------
         according to, the laws of the  Commonwealth  of  Massachusetts,  to the
         extent  such  laws are not  preempted  by the Act or the Code and valid
         regulations published thereunder.

7.3      Severability and Interpretation of Provisions. In the event that any of
         ---------------------------------------------
         the  provisions  of  this  Plan  or  portion  hereof  are  held  to  be
         inoperative  or invalid by any court of competent  jurisdiction,  or in
         the event that any  provision is found to violate Code Section 409A and
         would subject Executive to additional taxes and interest on the amounts
         deferred hereunder, or in the event that any legislation adopted by any
         governmental   body  having   jurisdiction   over  the  Bank  would  be
         retroactively  applied to invalidate this Plan or any provision  hereof
         or cause the benefits hereunder to be taxable,  then: (1) insofar as is
         reasonable,  effect  will be  given  to the  intent  manifested  in the
         provisions  held  invalid  or  inoperative,  and (2) the  validity  and
         enforceability  of  the  remaining  provisions  will  not  be  affected
         thereby. In the event that the intent of any provision shall need to be
         construed in a manner to avoid taxability,  such construction  shall be
         made by the  Administrator  in a  manner  that  would  manifest  to the
         maximum extent possible the original meaning of such provisions.

7.4      Incapacity of Recipient. In the event Executive is declared incompetent
         -----------------------
         and a conservator or other person legally  charged with the care of his
         person or Estate is  appointed,  any  benefits  under the Plan to which
         such Executive is entitled  shall be paid to such  conservator or other
         person legally charged with the care of his person or Estate.

7.5      Unclaimed Benefit. Executive shall keep the Bank informed of his or her
         -----------------
         current  address and the current address of his  Beneficiaries.  If the
         location  of  Executive  is not made known to the Bank,  the Bank shall
         delay payment of Executive's  benefit  payment(s) until the location of
         Executive  is made known to the Bank;  however,  the Bank shall only be
         obligated  to hold such  benefit  payment(s)  for  Executive  until the
         expiration  of three (3) years.  Upon  expiration of the three (3) year
         period, the Bank may discharge its obligation by payment to Executive's
         Beneficiary. If the location of Executive's Beneficiary is not known to
         the Bank,  Executive and his  Beneficiary(ies)  shall thereupon forfeit
         any rights to the balance,  if any, of any  benefits  provided for such
         Executive and/or Beneficiary under this Plan.

7.6      Limitations  on  Liability.   Notwithstanding   any  of  the  preceding
         --------------------------
         provisions of the Plan, no individual acting as an employee or agent of
         the Bank,  or as a member of the Board of the Bank shall be  personally

                                       10
<PAGE>

         liable to Executive or any other person for any claim, loss,  liability
         or expense incurred in connection with the Plan.

7.7      Gender. Whenever in this Plan words are used in the masculine or neuter
         ------
         gender, they shall be read and construed as in the masculine,  feminine
         or neuter gender, whenever they should so apply.

7.8      Effect on Other Corporate Benefit Plans. Nothing contained in this Plan
         ---------------------------------------
         shall affect the right of Executive to  participate in or be covered by
         any qualified or nonqualified pension,  profit sharing, group, bonus or
         other   supplemental   compensation   or   fringe   benefit   agreement
         constituting  a part of the  Bank's  existing  or  future  compensation
         structure.

7.9      Inurement.  This Plan  shall be  binding  upon and  shall  inure to the
         ---------
         benefit of the Bank,  its successors  and assigns,  and Executive,  his
         successors, heirs, executors, administrators, and Beneficiaries.

7.10     Acceleration of Payments. Except as specifically permitted herein or in
         ------------------------
         other sections of this Plan, no acceleration of the time or schedule of
         any  payment  may be made  hereunder.  Notwithstanding  the  foregoing,
         payments may be accelerated  hereunder by the Bank, in accordance  with
         the provisions of Treasury  Regulation  Section  1.409A-3(j)(4) and any
         subsequent  guidance issued by the United States  Treasury  Department.
         Accordingly,   payments  may  be   accelerated,   in  accordance   with
         requirements and conditions of the Treasury  Regulations (or subsequent
         guidance) in the  following  circumstances:  (i) as a result of certain
         domestic  relations  orders;  (ii) in compliance with ethics agreements
         with the Federal  Government;  (iii) in compliance  with ethics laws or
         conflicts  of  interest  laws;  (iv) in limited  cash-outs  (but not in
         excess of the limit under Code Section  402(g)(1)(B));  (v) in the case
         of  certain  distributions  to avoid a  non-allocation  year under Code
         Section 409(p); (vi) to apply certain offsets in satisfaction of a debt
         of Executive to the Bank;  (vii) in  satisfaction  of certain bona fide
         disputes  between  Executive  and the  Bank;  or  (viii)  for any other
         purpose set forth in the Treasury Regulations and subsequent guidance.

7.11     Headings.  Headings  and  sub-headings  in this Plan are  inserted  for
         --------
         reference and  convenience  only and shall not be deemed a part of this
         Plan.

7.12     12 U.S.C. ss. 1828(k).  Any payments made to Executive pursuant to this
         ---------------------
         Plan or otherwise are subject to and  conditioned  upon compliance with
         12 U.S.C. ss. 1828(k) or any regulations promulgated thereunder.

7.13     Payment of  Employment  and Code Section 409A Taxes.  Any  distribution
         ---------------------------------------------------
         under this Plan shall be reduced by the amount of any taxes required to
         be  withheld  from  such  distribution.  This  Plan  shall  permit  the
         acceleration   of  the  time  or   schedule   of  a   payment   to  pay
         employment-related taxes as permitted under Treasury Regulation Section
         1.409A-3(j)  or to pay any taxes  that may  become due at any time that
         the arrangement fails to meet the requirements of Code Section 409A and
         the  regulations  and other  guidance  promulgated  thereunder.  In the
         latter case,  such payments shall not exceed the amount  required to be
         included  in income as the  result of the  failure  to comply  with the
         requirements of Code Section 409A.

7.14     Non-Competition.  The benefits  provided to Executives  under this Plan
         ---------------
         are specifically  conditioned on each Executive's  covenant that, for a
         period of two (2)  years  following  the  Executive's  Separation  from
         Service  with the Bank (other than in  connection  with or  following a
         Change in Control),  that he will not,  without the written  consent of
         the Bank, either directly or indirectly:

         (i)      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 the  Company,  or any of
                  their respective subsidiaries or affiliates,  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

                                       11
<PAGE>

                  business of the Bank or of the Company, or any of their direct
                  or indirect subsidiaries or affiliates,  that has headquarters
                  or offices within  twenty-five  (25) miles of the locations in
                  which the Bank or the Company has business  operations  or has
                  filed an application  for regulatory  approval to establish an
                  office;

         (ii)     become an officer, employee, consultant, director, independent
                  contractor,  agent, joint venturer,  partner or trustee of any
                  savings bank,  savings and loan association,  savings and loan
                  holding company,  credit union,  bank or bank holding company,
                  insurance  company or agency,  any  mortgage or loan broker or
                  any other entity that  competes  with the business of the Bank
                  or the Company or any of their direct or indirect subsidiaries
                  or  affiliates,   that  has  headquarters  or  offices  within
                  twenty-five  (25) miles of the  locations in which the Bank or
                  the  Company  has   business   operations   or  has  filed  an
                  application  for  regulatory  approval to establish an office;
                  provided,  however,  that this restriction  shall not apply if
                  Executive's  employment  is  terminated  following a Change in
                  Control; 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.

         In  the  event  that  the  Executive  competes  in  violation  of  this
         provision,  all Supplemental  Benefits payable to Executive shall cease
         and any  Supplemental  Benefits  previously paid shall be reimbursed to
         the  Bank  within  thirty  (30)  days  of the  Bank's  notification  to
         Executive that this provision has been violated.

7.15     Payment of Benefits.  All benefit  payments  provided  pursuant to this
         -------------------
         Plan shall be timely  paid in cash or check from the  general  funds of
         the Bank.  Any holding  company  established  by the Bank may accede to
         this  Plan but only for the  purpose  of  guaranteeing  payment  of the
         benefits due hereunder to a Participant or Beneficiary.


                                  SECTION VIII
                              AMENDMENT/TERMINATION

8.1      Amendment or Modification.  This Plan may be amended or modified at any
         -------------------------
         time, provided, however, that no such amendment may serve to reduce the
         vested Accrued Annuity Benefit of any Executive,  and provided further,
         that no amendment or  modification  shall be valid if it violates  Code
         Section  409A,  as  in  effect  at  the  time  of  such   amendment  or
         modification.

8.2      Termination of Plan.  Subject to the requirements of Code Section 409A,
         -------------------
         in the event of complete  termination of the Plan, the Plan shall cease
         to operate  and the Bank shall pay out to  Executive  his benefit as if
         Executive had  terminated  employment  as of the effective  date of the
         complete termination. Such complete termination of the Plan shall occur
         only under the following circumstances and conditions:

         (a) The Board may  terminate  the Plan  within 12 months of a corporate
         dissolution  taxed  under  Code  Section  331,  or with  approval  of a
         bankruptcy court pursuant to 11 U.S.C.  ss.503(b)(1)(A),  provided that
         the amounts deferred under the Plan (e.g., the Accrued Annuity Benefit)
         are  included  in  Executive's  gross  income in the  latest of (i) the
         calendar year in which the Plan  terminates;  (ii) the calendar year in
         which  the  amount  is no  longer  subject  to a  substantial  risk  of
         forfeiture;  or (iii) the first  calendar  year in which the payment is
         administratively practicable.

                                       12
<PAGE>

         (b) The Board may  terminate  the Plan by Board action taken within the
         30 days  preceding a Change in Control  (but not  following a Change in
         Control), provided that the Plan shall only be treated as terminated if
         all  substantially  similar  arrangements  sponsored  by the  Bank  are
         terminated so that Executive and all participants  under  substantially
         similar   arrangements   are   required   to  receive  all  amounts  of
         compensation  deferred  under  the  terminated  arrangements  within 12
         months of the date of the  termination of the  arrangements.  Following
         the  termination of the Plan, the amount payable to Executive  shall be
         the amount to which Executive is entitled upon a Change in Control,  as
         set forth in Executive's Participation Agreement.

                                   SECTION IX
                                    EXECUTION

9.1      This Plan sets forth the entire  understanding  of the  parties  hereto
         with respect to the transactions  contemplated hereby, and any previous
         agreements or  understandings  between the parties hereto regarding the
         subject matter hereof are merged into and superseded by this Plan.


9.2      This Plan shall be executed in duplicate,  each copy of which,  when so
         executed and  delivered,  shall be an  original,  but both copies shall
         together constitute one and the same instrument.

                            [Signature Page Follows]


                                       13
<PAGE>

         IN WITNESS  WHEREOF,  the Bank has caused  this Plan to be  executed on
this 23rd day of June, 2008.

ATTEST:                                         GEORGETOWN SAVINGS BANK



/s/Mary L. Williams                             By:   /s/ Richard F. Spencer
------------------------------------                  --------------------------
                                                Title: Chairman of the Board


ATTEST:                                         GEORGETOWN BANCORP, INC.



/s/Mary L. Williams                             By:   /s/ Richard F. Spencer
------------------------------------                  --------------------------
                                                Title: Chairman of the Board





                                       14
<PAGE>

              SUPPLEMENTAL RETIREMENT PLAN PARTICIPATION AGREEMENT

         I, Robert E. Balletto,  and GEORGETOWN  SAVINGS BANK hereby agree,  for
good and valuable consideration, the value of which is hereby acknowledged, that
I shall  participate in the Supplemental  Retirement Plan for Senior  Executives
("Plan")  established  as of June 30, 2008, by GEORGETOWN  SAVINGS BANK, as such
Plan may now exist or hereafter be modified,  and do further  agree to the terms
and conditions thereof. The Supplemental Retirement Plan replaces and supersedes
the  Executive  Supplemental   Compensation  Agreement  in  which  I  previously
participated.

         I  understand  that I must execute this  Supplemental  Retirement  Plan
Participation  Agreement  ("Participation  Agreement")  as  well as  notify  the
Administrator  of such  execution  in  order to  participate  in the  Plan.  The
provisions of the Plan are incorporated herein by reference.  In the event of an
inconsistency  between the terms of this  Participation  Agreement and the Plan,
the terms of the Plan shall control.

         The following  provisions  relate to a determination of my Supplemental
Benefit under the Plan.

         Benefit Age.  My Benefit Age is sixty-five (65).
         -----------

         Final Average Compensation Percentage:  Forty Percent (45%).
         -------------------------------------

         Yearly Benefit Service Prorate Fraction Denominator: twenty-three (23).
         ---------------------------------------------------

         Vesting Rate: 10% per year from original date of hire.  Notwithstanding
         ------------
the  foregoing,  my  Vesting  Rate  shall  be 100%  upon  the  occurrence  of my
Involuntary  Separation from Service without Cause or Voluntary  Separation from
Service for Good Reason, or because of death or Disability.

         Separation from Service on or After Benefit Age. I understand that if I
         -----------------------------------------------
retire on or after  attainment  of my Benefit  Age, I shall be  entitled  to the
Supplemental Benefit, calculated in accordance with Section 3.1 and all relevant
provisions of the Plan. Unless I elect otherwise below, my Supplemental  Benefit
will  be  paid  in a  Lump  Sum.  Alternatively,  I  may  elect  to  receive  my
Supplemental Benefit in another form by checking the applicable box below:

         |_|      Annuity (with 20 years certain)

         |_|      ____% Lump Sum with 20 Annual Installments

         |_|      Other ________________________________________________________

         Separation  from  Service  Prior  to  Benefit  Age.  If I have a vested
Accrued  Annuity  Benefit at the time of my voluntary or involuntary  Separation
from Service  without  Cause (as defined in the Plan) prior to  attainment of my
Benefit Age (other than due to death or Disability),  I shall be entitled to the
Supplemental Benefit, calculated in accordance with Section 3.2 and all relevant
provisions of the Plan. Unless I elect otherwise below, my Supplemental  Benefit
will  be  paid  in a  Lump  Sum.  Alternatively,  I  may  elect  to  receive  my
Supplemental Benefit in another form by checking the applicable box below:

         |_|      Annuity (with 20 years certain)

         |_|      ____% Lump Sum with 20 Annual Installments

         |_|      Other ________________________________________________________

<PAGE>

         Termination  for Cause. I understand  that if I have a termination  for
         ----------------------
Cause, my entire benefit under this Plan shall be forfeited.

         Death  Benefit.  In the  event of my death  prior  to  Separation  from
         --------------
Service,  my  Beneficiary  shall be  entitled to a Death  Benefit,  equal to the
amount  calculated in accordance  with the terms of Sections 1.14 and 3.3 of the
Plan.  Such Death Benefit  shall be payable in a Lump Sum on the Normal  Benefit
Date.

         Following a Change in Control.
         ------------------------------

         (a)  Change  in  Control  Occurs  Before  Separation  from  Service.  I
              --------------------------------------------------------------
understand  that if I Separate from Service within two years  following a Change
in Control,  I will be entitled to my  Supplemental  Benefit  calculated  as set
forth in Section 3.4 of the Plan. Such benefit shall be payable in a Lump Sum on
the Normal Benefit Date.

         (b) Change in Control  Occurs After  Separation  from  Service.  In the
             ----------------------------------------------------------
event a Change in Control occurs  following my Separation from Service,  while I
am receiving my  Supplemental  Benefit in the form of an annuity or  installment
payments,  I can elect,  by checking the box below, to have the Present Value of
my remaining payments paid in the form of a lump sum payment.

         |_|      I elect to have the  Present  Value of my  remaining  payments
                  paid in a Lump Sum.

         Disability  While  Employed.  I  understand  that  in the  event  of my
         ---------------------------
Disability prior to my Benefit Age, I will be entitled to the Disability Benefit
calculated as set forth in Section 3.6 of the Plan.  My Disability  Benefit will
be paid in a Lump Sum unless I elect another form of benefit. I elect to receive
my Disability Benefit in the following form:

         |_|      Annuity (with 20 years certain)

         |_|      ____% Lump Sum with 20 Annual Installments

         |_|      Other ________________________________________________________

         My Disability Benefit shall be payable:

         |_|      Upon the determination of my Disability

         |_|      Upon the attainment of my Benefit Age

         This  Participation  Agreement  shall become  effective  upon execution
(below) by both Executive and a duly authorized officer of the Bank.

Dated this _____ day of ______________________, 2008.

GEORGETOWN SAVINGS BANK                              EXECUTIVE


___________________________________                  ___________________________
(Bank's duly authorized Officer)                     Robert E. Balletto


                                       2
<PAGE>


              SUPPLEMENTAL RETIREMENT PLAN PARTICIPATION AGREEMENT

         I, Joseph W. Kennedy,  and  GEORGETOWN  SAVINGS BANK hereby agree,  for
good and valuable consideration, the value of which is hereby acknowledged, that
I shall  participate in the Supplemental  Retirement Plan for Senior  Executives
("Plan")  established  as of June 30, 2008, by GEORGETOWN  SAVINGS BANK, as such
Plan may now exist or hereafter be modified,  and do further  agree to the terms
and conditions thereof. The Supplemental Retirement Plan replaces and supersedes
the  Executive  Supplemental   Compensation  Agreement  in  which  I  previously
participated.

         I  understand  that I must execute this  Supplemental  Retirement  Plan
Participation  Agreement  ("Participation  Agreement")  as  well as  notify  the
Administrator  of such  execution  in  order to  participate  in the  Plan.  The
provisions of the Plan are incorporated herein by reference.  In the event of an
inconsistency  between the terms of this  Participation  Agreement and the Plan,
the terms of the Plan shall control.

         The following  provisions  relate to a determination of my Supplemental
Benefit under the Plan.

         Benefit Age.  My Benefit Age is sixty-five (65).
         -----------

         Final Average Compensation Percentage:  Forty Percent (45%).
         -------------------------------------

         Yearly Benefit Service Prorate Fraction Denominator: twenty-three (23).
         ---------------------------------------------------

         Vesting Rate: 10% per year from original date of hire.  Notwithstanding
         ------------
the  foregoing,  my  Vesting  Rate  shall  be 100%  upon  the  occurrence  of my
Involuntary  Separation from Service without Cause or Voluntary  Separation from
Service for Good Reason, or because of death or Disability.

         Separation from Service on or After Benefit Age. I understand that if I
         -----------------------------------------------
retire on or after  attainment  of my Benefit  Age, I shall be  entitled  to the
Supplemental Benefit, calculated in accordance with Section 3.1 and all relevant
provisions of the Plan. Unless I elect otherwise below, my Supplemental  Benefit
will  be  paid  in a  Lump  Sum.  Alternatively,  I  may  elect  to  receive  my
Supplemental Benefit in another form by checking the applicable box below:

         |_|      Annuity (with 20 years certain)

         |_|      ____% Lump Sum with 20 Annual Installments

         |_|      Other ________________________________________________________

         Separation  from  Service  Prior  to  Benefit  Age.  If I have a vested
         --------------------------------------------------
Accrued  Annuity  Benefit at the time of my voluntary or involuntary  Separation
from Service  without  Cause (as defined in the Plan) prior to  attainment of my
Benefit Age (other than due to death or Disability),  I shall be entitled to the
Supplemental Benefit, calculated in accordance with Section 3.2 and all relevant
provisions of the Plan. Unless I elect otherwise below, my Supplemental  Benefit
will  be  paid  in a  Lump  Sum.  Alternatively,  I  may  elect  to  receive  my
Supplemental Benefit in another form by checking the applicable box below:

         |_|      Annuity (with 20 years certain)

         |_|      ____% Lump Sum with 20 Annual Installments

         |_|      Other ________________________________________________________

<PAGE>

         Termination  for Cause. I understand  that if I have a termination  for
         ----------------------
Cause, my entire benefit under this Plan shall be forfeited.

         Death  Benefit.  In the  event of my death  prior  to  Separation  from
         --------------
Service,  my  Beneficiary  shall be  entitled to a Death  Benefit,  equal to the
amount  calculated in accordance  with the terms of Sections 1.14 and 3.3 of the
Plan.  Such Death Benefit  shall be payable in a Lump Sum on the Normal  Benefit
Date.

         Following a Change in Control.
         -----------------------------

         (a)  Change  in  Control  Occurs  Before  Separation  from  Service.  I
              --------------------------------------------------------------
understand  that if I Separate from Service within two years  following a Change
in Control I will be entitled to my Supplemental Benefit calculated as set forth
in Section 3.4 of the Plan.  Such benefit  shall be payable in a Lump Sum on the
Normal Benefit Date.

         (b) Change in Control  Occurs After  Separation  from  Service.  In the
             ----------------------------------------------------------
event a Change in Control occurs  following my Separation from Service,  while I
am receiving my  Supplemental  Benefit in the form of an annuity or  installment
payments,  I can elect,  by checking the box below, to have the Present Value of
my remaining payments paid in the form of a lump sum payment.

         |_|      I elect to have the  Present  Value of my  remaining  payments
                  paid in a Lump Sum.

         Disability  While  Employed.  I  understand  that  in the  event  of my
         ---------------------------
Disability prior to my Benefit Age, I will be entitled to the Disability Benefit
calculated as set forth in Section 3.6 of the Plan.  My Disability  Benefit will
be paid in a Lump Sum unless I elect another form of benefit. I elect to receive
my Disability Benefit in the following form:

         |_|      Annuity (with 20 years certain)

         |_|      ____% Lump Sum with 20 Annual Installments

         |_|      Other ________________________________________________________

         My Disability Benefit shall be payable:

         |_|      Upon the determination of my Disability

         |_|      Upon the attainment of my Benefit Age

         This  Participation  Agreement  shall become  effective  upon execution
(below) by both Executive and a duly authorized officer of the Bank.

Dated this _____ day of ______________________, 2008.

GEORGETOWN SAVINGS BANK                              EXECUTIVE


____________________________________                 ___________________________
(Bank's duly authorized Officer)                     Joseph W. Kennedy


                                       2
<PAGE>


                                                                       Exhibit A

               SUPPLEMENTAL RETIREMENT PLAN FOR SENIOR EXECUTIVES

                             BENEFICIARY DESIGNATION


         Executive,  under the  terms of the  Supplemental  Retirement  Plan for
Senior  Executives  executed by the Bank and  effective  June 30,  2008,  hereby
designates the following Beneficiary to receive any guaranteed payments or death
benefits under such Plan, following his death:


PRIMARY BENEFICIARY:


--------------------------------------------------------------------------------


In the event the  Primary  Beneficiary  set forth  above has  predeceased  me, I
designate the person set forth below as my Secondary Beneficiary.

SECONDARY  BENEFICIARY:


--------------------------------------------------------------------------------


         This  Beneficiary  Designation  hereby  revokes  any prior  Beneficiary
         Designation which may have been in effect. Such Beneficiary Designation
         is revocable.


DATE:    ___________  _____, 20___.



____________________________________             _______________________________
(WITNESS)                                        EXECUTIVE



____________________________________
(WITNESS)