SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

   [X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                   ACT OF 1934
                     For the Fiscal Year Ended June 30, 2007
                                       OR
[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                   ACT OF 1934
      For the transition period from_________________ to__________________

                        Commission File Number: 000-51102

                            Georgetown Bancorp, Inc.
                 ----------------------------------------------
                 (Name of Small Business Issuer in its Charter)

            Federal                                            20-2107839
-------------------------------                          ----------------------
(State or Other Jurisdiction of                             (I.R.S. Employer
 Incorporation or Organization)                          Identification Number)

2 East Main Street, Georgetown, Massachusetts                     01833
---------------------------------------------                 -------------
   (Address of Principal Executive Office)                      (Zip Code)

                                 (978) 352-8600
                       ----------------------------------
                 (Issuer's Telephone Number including area code)

           Securities Registered Pursuant to Section 12(b) of the Act:

                                      None
                                      ----

           Securities Registered Pursuant to Section 12(g) of the Act:

                     Common Stock, par value $0.10 per share
                     ---------------------------------------
                                (Title of Class)

      Check  whether  the issuer is not  required  to file  reports  pursuant to
Section 13 or 15(d) of the Exchange Act. [ ]

      Check  whether the issuer:  (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past twelve  months (or for
such shorter  period that the  Registrant  was required to file reports) and (2)
has been subject to such requirements for the past 90 days.

(1) YES [X].    NO [ ].

(2) YES [X].    NO [ ].

      Check if there is no disclosure  of delinquent  filers in response to Item
405 of  Regulation  S-B  contained  in  this  form,  and no  disclosure  will be
contained,  to the  best of  Registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendments to this Form 10-KSB. [ ]

      Indicate  by check mark  whether  the  Registrant  is a shell  company (as
defined in Rule 12b-2 of the Exchange Act)
              Yes [ ] No [X]

      The  Registrant's  revenues for the fiscal year ended June 30, 2007 were $
9.6 million.

      As  of  September  24,  2007,  there  were  2,668,187  shares  issued  and
outstanding of the Registrant's  Common Stock,  including 1,527,487 shares owned
by  Georgetown  Bancorp,  MHC. The  aggregate  value of the voting stock held by
non-affiliates of the Registrant,  computed by reference to the closing price of
the Common Stock as of September 24, 2007 was $7.7 million.

                       DOCUMENTS INCORPORATED BY REFERENCE

1.    Portions of Annual Report to Stockholders (Part II)

2.    Proxy Statement for the 2007 Annual Meeting of Stockholders (Part III)

      Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]


<PAGE>

                             Georgetown Bancorp Inc.
                          ANNUAL REPORT ON FORM 10-KSB
                            FOR THE FISCAL YEAR ENDED
                                  JUNE 30, 2007

                                TABLE OF CONTENTS

ITEM                                PART I                                  PAGE

1     DESCRIPTION OF BUSINESS                                                 2
2     DESCRIPTION OF PROPERTY                                                33
3     LEGAL PROCEEDINGS                                                      33
4     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                    33

                                    PART II

5     MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
      SMALL BUSINESS ISSUER PURCHASES OF SECURITIES                          33
6     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION              34
7     FINANCIAL STATEMENTS                                                   34
8     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
      AND FINANCIAL DISCLOSURE                                               34
8A    CONTROLS AND PROCEDURES                                                35
8B    OTHER INFORMATION                                                      35

                                    PART III

9     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND
      CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF
      THE EXCHANGE ACT                                                       35
10    EXECUTIVE COMPENSATION                                                 35
11    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS  AND MANAGEMENT
      AND RELATED STOCKHOLDER MATTERS                                        35
12    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
      DIRECTOR INDEPENDENCE                                                  35
13    EXHIBITS                                                               36
14    PRINCIPAL ACCOUNTANT FEES AND SERVICES                                 37

      SIGNATURES                                                             38


<PAGE>

PART I

ITEM 1.     Description of Business

Forward Looking Statements

      This Annual Report contains certain "forward-looking statements" which may
be  identified by the use of words such as  "believe,"  "expect,"  "anticipate,"
"should,"  "planned,"  "estimated" and "potential."  Examples of forward-looking
statements  include,  but are not  limited  to,  estimates  with  respect to our
financial  condition,  results of  operations  and business  that are subject to
various factors which could cause actual results to differ materially from these
estimates and most other  statements  that are not  historical in nature.  These
factors include,  but are not limited to, general and local economic conditions,
changes in interest rates, deposit flows, demand for mortgage,  and other loans,
real estate values, competition,  changes in accounting principles, policies, or
guidelines,   changes  in  legislation  or  regulation,   and  other   economic,
competitive,  governmental,  regulatory, and technological factors affecting our
operations, pricing products and services.

Georgetown Bancorp, MHC

      Georgetown Bancorp,  MHC is the federally chartered mutual holding company
parent of Georgetown Bancorp,  Inc.  Georgetown Bancorp,  MHC has not engaged in
any  business to date,  other than  holding the  majority of the voting stock of
Georgetown  Bancorp,  Inc. The executive office of Georgetown  Bancorp,  MHC, is
located  at 2  East  Main  Street,  Georgetown,  Massachusetts  01833,  and  its
telephone  number is (978)  352-8600.  Georgetown  Bancorp,  MHC is  subject  to
comprehensive  regulation and  examination  by the Office of Thrift  Supervision
(the "OTS).

Georgetown Bancorp, Inc.

      Georgetown  Bancorp,  Inc. (the  "Company") is the mid-tier  stock holding
company for Georgetown Savings Bank. Georgetown Bancorp, Inc. is chartered under
Federal law and currently  owns 100% of the common stock of  Georgetown  Savings
Bank. The executive office of Georgetown Bancorp, Inc. is located at 2 East Main
Street,  Georgetown,  Massachusetts  01833,  and its  telephone  number is (978)
352-8600.  Georgetown Bancorp,  Inc. is subject to comprehensive  regulation and
examination by the OTS.

Georgetown Savings Bank

      Georgetown Savings Bank (the "Bank") is a federally chartered savings bank
headquartered  in  Georgetown,   Massachusetts.   Georgetown  Savings  Bank  was
originally  founded in 1868. In  connection  with its  reorganization  and stock
offering,  Georgetown  Savings  Bank  converted  from a  Massachusetts-chartered
savings  bank  to a  federally  chartered  savings  bank  on  January  5,  2005.
Georgetown Savings Bank conducts business from its main office located at 2 East
Main Street in  Georgetown,  Massachusetts,  and its branch  offices  located in
North Andover, Massachusetts and Rowley, Massachusetts.  The telephone number at
its main  office  is (978)  352-8600.  Georgetown  Savings  Bank is  subject  to
comprehensive regulation and examination by the OTS.

General

      Our principal  business has consisted of attracting  retail  deposits from
the general  public in the Essex County,  Massachusetts  region and southern New
Hampshire and investing  those  deposits,  together  with funds  generated  from
operations,  primarily in one- to four-family residential mortgage loans and, to
a lesser  extent,  home  equity  loans and  lines of  credit,  multi-family  and
commercial real estate loans,  construction  loans,  commercial loans,  consumer
loans,  and  investment  securities.  The  Company's  strategic  plan includes a
greater emphasis on developing commercial business activities,  both deposit and
lending customer relationships. It is expected that these


                                        2
<PAGE>

commercial  relationships  may be outside the existing  primary market area. The
strategic plan also reflects the  development of a mortgage  banking  operation,
whereby a portion  of  residential  loan  originations  will be sold,  both on a
servicing  retained  and  servicing  released  basis.  Our  revenues are derived
principally  from interest on loans and  securities.  We also generate  revenues
from fees and service charges and other income. Our primary sources of funds are
deposits,   borrowings  and  principal  and  interest   payments  on  loans  and
securities.

Risk Factors

      Our loan portfolio  includes loans with a higher risk of loss.  Georgetown
Savings Bank originates commercial and industrial loans,  commercial real estate
loans,  consumer  loans,  and residential  mortgage loans  primarily  within our
market area. In accordance  with the  Company's  strategic  plan, it is expected
that  commercial  relationships  may be developed  outside the existing  primary
market area.  Georgetown  Savings Bank is developing and  implementing a lending
strategy  that  focuses  less on  residential  real  estate  lending and more on
servicing commercial  customers,  including increased emphasis on commercial and
industrial  lending  and  commercial  deposit   relationships.   Commercial  and
industrial loans,  commercial real estate loans, and consumer loans may expose a
lender to greater  credit  risk than loans  secured by  residential  real estate
because  the  collateral  securing  these  loans  may not be sold as  easily  as
residential real estate. In addition,  commercial real estate and commercial and
industrial  loans may also involve  relatively large loan balances to individual
borrowers or groups of borrowers. These loans also have greater credit risk than
residential real estate for the following reasons:

  o   Commercial and Industrial Loans. Repayment is generally dependent upon the
      successful operation of the borrower's business.

  o   Commercial  Real Estate  Loans.  Repayment  is  dependent  on income being
      generated  in amounts  sufficient  to cover  operating  expenses  and debt
      service.

  o   Consumer Loans. Consumer loans are collateralized,  if at all, with assets
      that may not  provide  an  adequate  source of  payment of the loan due to
      depreciation, damage or loss.

      Any downturn in the real estate market or local  economy  could  adversely
affect  the value of the  properties  securing  the loans or  revenues  from the
borrower's business thereby increasing the risk of non-performing loans.

      If our  allowance  for loan losses is not  sufficient to cover actual loan
losses,  our earnings  could  decrease.  Our loan  customers may not repay their
loans according to their terms and the collateral  securing the payment of these
loans may be  insufficient  to pay any remaining loan balance.  We therefore may
experience  significant loan losses,  which could have a material adverse effect
on our operating results.

      Material  additions to our allowance for loan losses also would materially
decrease our net income,  and the  charge-off  of loans may cause us to increase
the   allowance.   We  make  various   assumptions   and  judgments   about  the
collectibility  of our loan  portfolio,  including the  creditworthiness  of our
borrowers  and the  value  of the  real  estate  and  other  assets  serving  as
collateral for the repayment of many of our loans. We rely on our experience and
our evaluation of economic  conditions,  among other factors, in determining the
amount  of the  allowance  for  loan  losses.  If our  assumptions  prove  to be
incorrect,  our  allowance for loan losses may not be sufficient to cover losses
inherent in our loan portfolio, resulting in additions to our allowance.

      Changes in interest rates could adversely affect our results of operations
and financial  condition.  Our  profitability  depends  substantially on our net
interest income,  which is the difference  between the interest income earned on
our   interest-earning   assets   and   the   interest   expense   paid  on  our
interest-bearing  liabilities.  Increases in interest  rates may  decrease  loan
demand and make it more difficult for borrowers to repay  adjustable rate loans.
In addition,  as market interest rates rise, we will have competitive  pressures
to increase the rates we pay on deposits, which will result in a decrease of our
net interest income.

      We also are  subject  to  reinvestment  risk  associated  with  changes in
interest  rates.  Changes in interest rates may affect the average life of loans
and  mortgage-related  securities.  Decreases  in  interest  rates can result in
increased  prepayments  of loans and  mortgage-related  securities  as borrowers
refinance to reduce borrowing costs.


                                        3
<PAGE>

Under these  circumstances,  we are subject to  reinvestment  risk to the extent
that we are unable to reinvest the cash received from such  prepayments at rates
that are comparable to the rates on existing loans and securities.

      Our local economy may affect our future growth possibilities.  Our current
market area is principally located in Essex County, Massachusetts region and, to
a lesser extent, southern New Hampshire.  Our future growth opportunities depend
on the growth and  stability of our  regional  economy and our ability to expand
our market area. A downturn in our local  economy may limit funds  available for
deposit and may negatively affect our borrowers' ability to repay their loans on
a timely  basis,  both of which  could have an impact on our  profitability.  In
accordance  with the Company's  strategic  plan, it is expected that  commercial
relationships may be developed outside the existing primary market area

      We depend on our  executive  officers  and key  personnel  to continue the
implementation  of our  long-term  business  strategy and could be harmed by the
loss of their services.  We believe that our continued growth and future success
will  depend  in  large  part  upon  the  skills  of our  management  team.  The
competition  for  qualified  personnel  in the  financial  services  industry is
intense,  and the loss of our key  personnel  or an  inability  to  continue  to
attract,  retain and motivate key personnel could adversely affect our business.
We cannot  assure you that we will be able to retain our existing key  personnel
or  attract  additional  qualified   personnel.   Although  we  have  employment
agreements  with  our  President  and  Chief  Executive  Officer  and our  Chief
Financial  Officer,  the loss of the  services  of one or more of our  executive
officers and key  personnel  could impair our ability to continue to develop our
business strategy.

      We  operate in a highly  regulated  environment,  and  changes in laws and
regulations  to which  we are  subject  may  adversely  affect  our  results  of
operations.   Georgetown  Savings  Bank  is  subject  to  extensive  regulation,
supervision and examination by the OTS, as its chartering authority,  and by the
Federal  Deposit  Insurance  Corporation  (the  "FDIC")  as the  insurer  of its
deposits up to certain  limits.  In  addition,  the OTS  regulates  and oversees
Georgetown  Bancorp,  Inc. and  Georgetown  Bancorp,  MHC. We also belong to the
Federal Home Loan Bank System and, as a member of such system, we are subject to
certain limited regulations  promulgated by the Federal Home Loan Bank of Boston
(the"FHLB").  This regulation and supervision  limits the activities in which we
may engage.  The purpose of regulation  and  supervision is primarily to protect
our  depositors and borrowers  and, in the case of FDIC  regulation,  the FDIC's
insurance fund. Regulatory authorities have extensive discretion in the exercise
of their  supervisory  and  enforcement  powers.  They may,  among other things,
impose   restrictions   on  the   operation  of  a  banking   institution,   the
classification  of assets by such institution and such  institution's  allowance
for loan  losses.  Regulatory  and law  enforcement  authorities  also have wide
discretion and extensive  enforcement  powers under various consumer  protection
and civil  rights laws,  including  the  Truth-in-Lending  Act, the Equal Credit
Opportunity Act, the Fair Housing Act, and the Real Estate Settlement Procedures
Act.  Any  change in the laws or  regulations  applicable  to us, or in  banking
regulators' supervisory policies or examination procedures,  whether by the OTS,
the FDIC, other state or federal regulators, or the United States Congress could
have a material adverse effect on our business,  financial condition, results of
operations and cash flows.

      Competition  in our primary  market area may reduce our ability to attract
and retain deposits and originate loans. We operate in a competitive  market for
both attracting deposits,  which is our primary source of funds, and originating
loans.  Historically,  our most direct competition for savings deposits has come
from  credit  unions,   community  banks,  large  commercial  banks  and  thrift
institutions in our primary market area.  Particularly in times of extremely low
or  extremely  high  interest  rates,  we  have  faced  additional   significant
competition  for  investors'   funds  from  brokerage  firms  and  other  firms'
short-term money market securities and corporate and government securities.  Our
competition for loans comes principally from mortgage brokers, commercial banks,
other thrift  institutions,  and insurance  companies.  Such competition for the
origination  of loans and  deposits  may limit our future  growth  and  earnings
prospects.

      Our charter and bylaws may  prevent a  transaction  you may favor or limit
our growth opportunities, which could cause the market price of our common stock
to  decline.  Certain  provisions  of our  charter  and  bylaws  and  applicable
provisions  of federal  law and  regulations  may  delay,  inhibit or prevent an
organization or person from gaining control of Georgetown Bancorp, Inc. though a
tender offer,  business  combination,  proxy context or some other method,  even
though you might be in favor of the transaction.

      We may  not be able  to pay  dividends  in the  future.  We are  dependent
primarily  upon  Georgetown  Savings  Bank  for our  earnings  and  funds to pay
dividends on our common stock. The payment of dividends also is subject to


                                        4
<PAGE>

legal and regulatory  restrictions.  Any payment of dividends in the future will
depend,  in  large  part,  on  Georgetown   Savings  Bank's  earnings,   capital
requirements,  financial  condition and other factors considered relevant by our
Board of Directors.

      Because  Georgetown  Bancorp,  MHC owns a majority  of our  common  stock,
Georgetown  Bancorp,  MHC may  prevent  transactions  you  may  like.  The  same
directors and officers who manage Georgetown Savings Bank also manage Georgetown
Bancorp,  Inc. and Georgetown Bancorp,  MHC. The board of trustees of Georgetown
Bancorp,  MHC  will  control  the  outcome  of  most  matters  put to a vote  of
stockholders of Georgetown Bancorp, Inc. As a federally-chartered mutual holding
company,  the board of  Georgetown  Bancorp,  MHC must ensure that  interests of
depositors of Georgetown  Savings Bank are represented and considered in matters
put to a vote of stockholders of Georgetown Bancorp,  Inc. Therefore,  we cannot
assure  you that  the  votes  cast by  Georgetown  Bancorp,  MHC will be in your
personal best interests as a stockholder.

Market Area

      We primarily  serve  communities  located in Essex  County,  Massachusetts
region and, to a lesser extent, southern New Hampshire.  Our primary lending and
deposit gathering areas are concentrated in the towns of Georgetown, Rowley, and
North Andover,  Massachusetts and communities contiguous to Georgetown,  Rowley,
and North Andover. At June 30, 2007, 78.8% of our total loan portfolio consisted
of loans  secured by real  estate  located in Essex  County,  Massachusetts.  In
accordance  with the Company's  strategic  plan, it is expected that  commercial
relationships may be developed outside the existing primary market area

      Essex County is located in the northeastern  portion of  Massachusetts,  a
largely  suburban area adjacent to the city of Boston.  Georgetown is located 30
miles north of Boston near  Interstate  95, the major  north-south  highway that
runs along the East Coast of the United States.  Consistent  with suburban areas
located  near large  metropolitan  areas in general,  the economy in  Georgetown
Savings  Bank's  market  area is based on a mixture of  service,  manufacturing,
wholesale/retail  trade,  and state and local  government.  The market area also
serves  as a bedroom  community  for  individuals  employed  in  nearby  Boston.
Maintaining  operations  near a large  metropolitan  area serves as a benefit to
Georgetown  Savings Bank in periods of economic  growth,  while at the same time
fosters   significant   competition  for  financial   services.   Future  growth
opportunities  for Georgetown  Savings Bank depend in part on national  economic
growth factors,  the future economic growth in our market area and the intensity
of the competitive environment for financial services.

Competition

      We face  intense  competition  within our market area both in making loans
and attracting  deposits.  Our market area has a high concentration of financial
institutions  including large money center and regional  banks,  community banks
and credit unions.  Some of our competitors  offer products and services that we
currently do not offer, such as trust services and private banking.

      Our competition for loans and deposits comes  principally  from commercial
banks, savings and cooperative  institutions,  mortgage banking firms and credit
unions. We face additional competition for deposits from short-term money market
funds, brokerage firms, mutual funds and insurance companies.  Our primary focus
is to build and develop profitable  customer  relationships  across all lines of
business while maintaining our role as a community bank.

Lending Activities

      Our principal  lending activity has been the origination of first mortgage
loans for the purchase or refinancing of one- to  four-family  residential  real
property. We have historically retained all loans that we originate, although we
will occasionally enter into loan  participations.  The Company's strategic plan
includes a greater emphasis on developing  commercial business activities,  both
deposit and lending customer relationships. It is expected that these commercial
relationships  may be outside the existing  primary  market area.  The strategic
plan also reflects the development of a mortgage  banking  operation,  whereby a
portion of  residential  loan  originations  will be sold,  both on a  servicing
retained and servicing  released  basis.  One- to four-family  residential  real
estate


                                        5
<PAGE>

mortgage loans represented  $94.8 million,  or 73.7% of our total loan portfolio
at June 30,  2007.  We also  offer  home  equity  loans  and  lines  of  credit,
multi-family and commercial real estate loans, and construction  loans and, to a
lesser extent,  commercial  and consumer  loans.  At June 30, 2007,  home equity
loans and lines of credit totaled $10.3 million,  or 8.0% of our loan portfolio,
multi-family and commercial real estate loans totaled $14.6 million, or 11.3% of
our loan portfolio, construction mortgage loans totaled $6.0 million, or 4.7% of
our loan portfolio,  and commercial  loans totaled $2.2 million,  or 1.7% of our
loan  portfolio.  We also originate  consumer loans that are not secured by real
estate, including automobile loans, deposit account loans and unsecured personal
loans.  At June 30,  2007,  such  loans  totaled  $763,000,  or 0.6% of our loan
portfolio.

      Loan Portfolio Composition. The following table sets forth the composition
of our loan portfolio by type of loan as of the dates indicated.

                                                     At June 30,
                                     -------------------------------------------
                                             2007                  2006
                                     --------------------   --------------------
                                       Amount     Percent    Amount     Percent
                                     ----------   -------   ---------   -------
                                               (Dollars in thousands)

Mortgage loans:
    One-to-four family residential   $   94,806    73.74%   $  95,478    73.66%
    Multi-family
     and commercial real estate          14,556    11.32       11,891     9.17
    Construction                          5,987     4.66        9,529     7.35
    Home equity loans
     and lines of credit                 10,304     8.01       10,614     8.19
Commercial                                2,157     1.68        1,486     1.15
Consumer                                    763     0.59          617     0.48
                                     ----------   ------    ---------   ------

         Total loans                    128,573   100.00%     129,615   100.00%
                                                  ======                ======

Other items:
Net defered loan origination costs          165                   179
Allowance for loan losses                (1,079)               (1,016)
                                     ----------             ---------

Total loans, net                     $  127,659             $ 128,778
                                     ==========             =========


                                        6
<PAGE>

      Loan Portfolio  Maturities and Yields.  The following table summarizes the
scheduled repayments of our loan portfolio at June 30, 2007. Demand loans, loans
having no  stated  repayment  schedule  or  maturity,  and  overdraft  loans are
reported as being due in one year or less.

<TABLE>
<CAPTION>
                                                 Multi-family
                                                and Commercial                             Home Equity Loans
                        One-to-four family        Real Estate          Construction       and Line of Credit
                       --------------------   -------------------   -------------------   -------------------
                                   Weighted              Weighted              Weighted              Weighted
                                   Average               Average               Average               Average
                        Amount       Rate      Amount      Rate      Amount      Rate      Amount      Rate
                       ---------   --------   --------   --------   --------   --------   --------   --------
                                                       (Dollars in thousand)
<S>                    <C>           <C>      <C>          <C>      <C>          <C>      <C>          <C>
Due During the Years
Ending June 30,
---------------
2008                   $     414     7.00%    $     --       --%    $  2,800     7.37%    $     --       --%
2009                         385     6.48           --       --        1,093     8.53           --       --
2010                         248     4.67           --       --           --       --           92     5.58
2011-2012                    439     6.13        4,714     7.82           --       --          305     6.80
2013-2017                  9,243     5.19        4,035     7.14        1,037     7.25          743     6.80
2018-2022                 18,180     5.19        1,679     7.23          410     6.13        2,591     7.54
2023 and beyond           65,897     5.61        4,128     7.14          647     6.80        6,573     7.87
                       ---------              --------              --------              --------

            Total      $  94,806     5.50%    $ 14,556     7.37%    $  5,987     7.42%    $ 10,304     7.66%
                       =========              ========              ========              ========

<CAPTION>
                            Commercial             Consumer                Total
                       --------------------   -------------------   -------------------
                                   Weighted              Weighted               Weighted
                                   Average               Average                Average
                        Amount       Rate      Amount      Rate      Amount       Rate
                       ---------   --------   --------   --------   ---------   --------
<S>                    <C>          <C>       <C>         <C>       <C>           <C>
Due During the Years
Ending June 30,
---------------
2008                   $     822     8.23%    $    248    10.85%    $   4,284     7.70%
2009                         193     8.20           53     9.09         1,724     8.06
2010                         149     6.34           84     5.92           573     5.43
2011-2012                    566     7.55          293     8.49         6,317     7.66
2013-2017                    351    11.17           33    10.33        15,442     6.06
2018-2022                     --       --           --       --        22,860     5.63
2023 and beyond               76    10.35           52     5.48        77,373     5.90
                       ---------              --------              ---------

            Total      $   2,157     8.47%    $    763     8.89%    $ 128,573     6.04%
                       =========              ========              =========
</TABLE>

      The  following  table sets  forth the  scheduled  repayments  of fixed and
adjustable-rate loans at June 30, 2007 that are contractually due after June 30,
2008.

                                            Due After June 30, 2008
                                ----------------------------------------------
                                  Fixed          Adjustable           Total
                                ----------      ------------       -----------
                                             (Dollars in thousand)

One-to-four family              $   64,429        $   29,963       $    94,392
Multi-family and
 Commercial real estate              8,461             6,095            14,556
Construction                         3,187                --             3,187
Home equity loans
 and lines of credit                 3,729             6,575            10,304
Commercial                             640               695             1,335
Consumer                               389               126               515
                                ----------        ----------       -----------

            Total loans         $   80,835        $   43,454       $   124,289
                                ==========        ==========       ===========


                                        7
<PAGE>

      One- to Four-Family  Residential  Loans.  Our primary lending activity has
consisted of the origination of one- to four-family  residential  mortgage loans
substantially  all of which are  secured by  properties  located in our  primary
market area. At June 30, 2007,  $94.8 million,  or 73.7% of our loan  portfolio,
consisted of one- to four-family  residential mortgage loans.  Historically,  we
have generally  retained for our portfolio all loans that we originate,  however
the Company's  strategic  plan reflects the  development  of a mortgage  banking
operation, whereby a portion of residential loan originations will be sold, both
on a servicing  retained  and  servicing  released  basis.  One- to  four-family
mortgage loan originations are generally  obtained from our outside and in-house
loan representatives,  from existing or past customers, through advertising, and
through  referrals  from  local  real  estate  brokers  and  attorneys  and  are
underwritten  pursuant to  Georgetown  Savings  Bank's  policies and  standards.
Generally,  one- to  four-family  residential  mortgage  loans are originated in
amounts up to 80% of the lesser of the appraised  value or purchase price of the
property, with private mortgage insurance required on loans with a loan-to-value
ratio in excess of 80%. Fixed rate mortgage  loans  generally are originated for
terms of 10, 15, 20, 25, 30 and 40 years. Generally,  all fixed rate residential
mortgage  loans are  underwritten  according  to secondary  market  policies and
procedures.

      We also  offer  adjustable-rate  mortgage  loans  for one- to  four-family
properties,  primarily  with an  interest  rate based on the  one-year  Constant
Maturity Treasury Bill Index, which adjusts annually from the outset of the loan
or which adjusts annually after a three-or  five-year initial fixed rate period.
We originated  $2.0 million of adjustable  rate one- to four-family  residential
loans  during  the  fiscal  year  ended  June 30,  2007,  as  compared  to total
originations  of $6.1 million one- to four-family  residential  loans during the
same period.  Our adjustable rate mortgage loans  generally  provide for maximum
rate adjustments of 2% per adjustment,  with a lifetime maximum adjustment up to
6%,  regardless of the initial rate. Our adjustable rate mortgage loans amortize
over  terms  of up to  30  years.  Generally,  all  adjustable-rate  residential
mortgage  loans are  underwritten  according  to secondary  market  policies and
procedures.

      Adjustable  rate mortgage loans decrease the risk  associated with changes
in market  interest  rates by  periodically  repricing,  but involve other risks
because,  as interest rates  increase,  the underlying  payments by the borrower
increase, thus increasing the potential for default by the borrower. At the same
time, the marketability of the underlying  collateral may be adversely  affected
by higher interest rates. Upward adjustment of the contractual  interest rate is
also  limited by the maximum  periodic and lifetime  interest  rate  adjustments
permitted by our loan documents and, therefore,  the effectiveness of adjustable
rate mortgage loans may be limited  during  periods of rapidly  rising  interest
rates.  At June 30, 2007,  $30.0  million,  or 31.6% of our one- to  four-family
residential loans, had adjustable rates of interest.

      In an effort to provide financing for first-time homebuyers,  we offer our
own first-time  homebuyer loan program.  This program offers one- to four-family
residential  mortgage  loans to qualified  individuals.  These loans are offered
with terms and adjustable and fixed rates of interest  similar to our other one-
to four-family mortgage loan products, except that adjustable rate loans provide
for a maximum rate adjustment of 1% per adjustment. With this program, borrowers
do not  pay any  loan  origination  fees.  Such  loans  must  be  secured  by an
owner-occupied residence.  These loans are originated using similar underwriting
guidelines  as our other  one- to  four-family  mortgage  loans.  Such loans are
originated  in  amounts  of up to 95% of the lower of the  property's  appraised
value or the sale price.  Private mortgage  insurance is required for loans with
loan-to-value ratios of over 80%.

      All  residential  mortgage loans that we originate  include  "due-on-sale"
clauses,  which give us the right to declare a loan  immediately due and payable
in the event that, among other things,  the borrower sells or otherwise disposes
of the  real  property  subject  to the  mortgage  and the  loan is not  repaid.
Regulations  limit the  amount  that a  savings  bank may lend  relative  to the
appraised  value of the real  estate  securing  the loan,  as  determined  by an
appraisal of the property at the time the loan is originated.  All borrowers are
required to obtain title  insurance for the benefit of Georgetown  Savings Bank.
We also require homeowner's insurance and fire and casualty insurance and, where
circumstances warrant, flood insurance on properties securing real estate loans.
Our loan policy provides that we will not originate loans secured by real estate
that contains  underground  fuel storage  tanks.  At June 30, 2007,  our largest
residential  mortgage  loan had a  principal  balance  of $1.3  million  and was
secured  by a  residence  located  in  Salisbury,  Massachusetts.  This loan was
performing in accordance with its repayment terms.

      Home  Equity  Loans and Home  Equity  Lines of Credit.  We also offer home
equity loans and home equity lines of credit,  both of which are secured by one-
to four-family residences. At June 30, 2007, home equity loans


                                        8
<PAGE>

and  equity  lines of credit  totaled  $10.3  million,  or 8.0% of total  loans.
Additionally,  at June 30, 2007, the unadvanced  amounts of home equity lines of
credit  totaled $11.6  million.  The  underwriting  standards  utilized for home
equity  loans  and  equity  lines  of  credit  include  a  determination  of the
applicant's  credit history,  an assessment of the  applicant's  ability to meet
existing  obligations  and  payments on the  proposed  loan and the value of the
collateral  securing the loan. The combined  loan-to-value ratio for home equity
loans and equity lines of credit is generally  limited to 80%. Home equity loans
are offered with fixed rates of interest  and with terms of up to 15 years.  Our
home equity lines of credit have adjustable  rates of interest that are equal to
the prime rate, as reported in The Wall Street Journal.

      Multi-Family  and Commercial Real Estate Loans. We originate  multi-family
and commercial real estate loans, including commercial lines of credit, that are
generally  secured by five or more unit apartment  buildings and properties used
for  business  purposes  such as small  office  buildings  or retail  facilities
primarily  located in our primary market area. In accordance  with the Company's
strategic  plan, it is expected that commercial  relationships  may be developed
outside the existing  primary  market area. At June 30, 2007,  multi-family  and
commercial real estate  mortgage loans totaled $14.6 million,  which amounted to
11.3% of total loans.  Our real estate  underwriting  policies provide that such
loans  may be  made  in  amounts  of up to 80% of  the  appraised  value  of the
property,  provided such loan complies with our loans-to-one  borrower limit for
these  types of loans.  Our  loans-to-one  borrower  limit is 15% of  Georgetown
Savings Bank's unimpaired capital, which, at June 30, 2007 was $2.4 million. Our
multi-family and commercial real estate loans may be made with terms of up to 25
years and are offered with interest rates that are fixed or adjust  periodically
and are  generally  indexed to the prime  rate as  reported  in The Wall  Street
Journal.  In reaching a decision on whether to make a multi-family or commercial
real estate loan,  we consider the net  operating  income of the  property,  the
borrower's expertise and credit history, and the profitability of the underlying
business and the value of the underlying property. In addition,  with respect to
real estate rental  properties,  we will also consider the term of the lease and
the quality of the tenants.  We generally  require that the properties  securing
these real estate loans have debt service coverage ratios (the ratio of earnings
before  debt  service  to debt  service)  of at least 1.2  times.  Environmental
surveys are generally  required for  commercial  real estate  loans.  Generally,
multi-family and commercial real estate loans made to corporations, partnerships
and  other  business  entities  require  the  principals  to  execute  the  loan
agreements  in their  individual  capacity  as well as signing on behalf of such
business entity.

      A commercial  borrower's financial  information is monitored on an ongoing
basis by requiring periodic financial statement updates, payment history reviews
and periodic  face-to-face  meetings  with the borrower.  We require  commercial
borrowers  to provide  annually  updated  financial  statements  and federal tax
returns.  These  requirements  also apply to the  individual  principals  of our
commercial borrowers.  We also require borrowers with rental investment property
to provide an annual report of income and expenses for the property, including a
tenant list and copies of leases,  as applicable.  The largest  multi-family and
commercial real estate loan in our portfolio at June 30, 2007 was a $1.2 million
loan located in Revere, Massachusetts, and secured by commercial and residential
real estate. This loan was performing according to its terms at June 30, 2007.

      Loans  secured  by   commercial   real  estate,   including   multi-family
properties,  generally  involve larger principal amounts and a greater degree of
risk than one- to four-family  residential  mortgage loans.  Because payments on
loans secured by commercial real estate, including multi-family properties,  are
often  dependent  on  successful  operation  or  management  of the  properties,
repayment of such loans may be affected by adverse conditions in the real estate
market or the economy.

      Construction Loans. We originate construction loans for the development of
one- to  four-family  residential  properties  primarily  located in our primary
market area. Residential construction loans are generally offered to experienced
local developers operating in our primary market area and to individuals for the
construction  of  their  personal  residences.  At June  30,  2007,  residential
construction loans amounted to $1.6 million, or 1.2% of total loans. At June 30,
2007, the unadvanced  portion of these  residential  construction  loans totaled
$375,000.

      Our residential  construction  loans generally  provide for the payment of
interest only during the construction  phase, which is usually 12 months. In the
case of construction  loans to individuals for the construction of their primary
residences,  our policies require that the loan convert to a permanent  mortgage
loan at the end of the construction phase. Residential construction loans can be
made with a  maximum  loan-to-value  ratio of 90%,  provided  that the  borrower
obtains private  mortgage  insurance on the loan if the loan balance exceeds 80%
of the


                                        9
<PAGE>

appraised value or sales price,  whichever is less, of the secured property.  At
June 30, 2007, the largest outstanding residential  construction loan commitment
was for $500,000 for the construction of a residence located in New Boston,  New
Hampshire, $410,000 of which was outstanding. This loan was performing according
to its terms at June 30, 2007. Residential construction loans are generally made
on the same terms as our one- to four-family mortgage loans.

      Before  making a commitment to fund a  residential  construction  loan, we
require an appraisal on the property by an independent  licensed  appraiser.  We
also review and inspect each property  before  disbursement  of funds during the
terms of the  construction  loan. Loan proceeds are disbursed  after  inspection
based on the percentage of completion method.

      We also make construction loans for commercial  development projects.  The
projects include multi-family,  apartment and small retail and office buildings.
These loans generally have an interest-only  phase during construction and based
on the prime rate,  as published in The Wall Street  Journal.  Disbursements  of
funds are at our sole discretion and are based on the progress of  construction.
The maximum  loan-to-value  ratio limit  applicable  to these loans is generally
80%. At June 30, 2007,  commercial  construction loans totaled $4.4 million,  or
3.4% of  total  loans.  At June  30,  2007,  the  unadvanced  portion  of  these
commercial  construction  loans  totaled $3.4  million.  At June 30,  2007,  the
largest commercial  construction loan commitment was for $1.9 million located in
Hyde  Park,  Massachusetts,  $496,000  of which was  outstanding.  This loan was
performing according to its terms at June 30, 2007.

      Construction and development  financing is generally considered to involve
a  higher  degree  of  credit  risk  than   long-term   financing  on  improved,
owner-occupied  real estate. Risk of loss on a construction loan depends largely
upon the  accuracy  of the  initial  estimate  of the value of the  property  at
completion of construction  compared to the estimated cost (including  interest)
of construction  and other  assumptions.  If the estimate of  construction  cost
proves to be  inaccurate,  we may be required to advance funds beyond the amount
originally   committed   in  order  to  protect  the  value  of  the   property.
Additionally,  if the  estimate  of value  proves  to be  inaccurate,  we may be
confronted with a project,  when completed,  having a value that is insufficient
to assure full repayment.

      Commercial  Loans.  At June 30, 2007,  we had $2.2  million in  commercial
loans, which amounted to 1.7% of total loans. We make commercial  business loans
primarily in our market area to a variety of professionals, sole proprietorships
and small  businesses.  In accordance  with the Company's  strategic plan, it is
expected that  commercial  relationships  may be developed  outside the existing
primary  market  area.  Commercial  lending  products  include  term  loans  and
revolving lines of credit.  The maximum amount of a commercial  business loan is
limited by our  loans-to-one-borrower  limit. Our loans-to-one borrower limit is
15% of Georgetown Savings Bank's unimpaired capital, which at June 30, 2007, was
$2.4  million.  Such loans are generally  used for short and  long-term  working
capital  purposes  such  as  purchasing   inventory,   equipment  or  furniture.
Commercial loans are made with either  adjustable or fixed rates of interest and
fixed  maturity or lines of credit.  Variable  rates are generally  based on the
prime rate, as published in The Wall Street Journal,  plus a margin.  Fixed rate
commercial  loans are set either at a margin above the FHLB  comparable  advance
rate or the prime rate swap curve. When making commercial loans, we consider the
financial statements of the borrower, our lending history with the borrower, the
debt service  capabilities  of the  borrower,  the  projected  cash flows of the
business and the value of the collateral,  if applicable.  Commercial  loans are
generally  secured by a variety of collateral,  primarily  accounts  receivable,
inventory and equipment,  and we also require the business principals to execute
such loans in their individual  capacities.  Depending on the amount of the loan
and the collateral used to secure the loan, commercial loans are made in amounts
of up to 90% of the value of the collateral securing the loan.  Commercial loans
generally  have greater  credit risk than  residential  mortgage  loans.  Unlike
residential  mortgage  loans,  which  generally  are  made on the  basis  of the
borrower's ability to make repayment from his or her employment or other income,
and which are  secured by real  property  whose  value  tends to be more  easily
ascertainable,  commercial  loans  generally  are  made  on  the  basis  of  the
borrower's  ability  to repay  the loan  from  the cash  flow of the  borrower's
business. As a result, the availability of funds for the repayment of commercial
loans may depend  substantially on the success of the business itself.  Further,
any collateral  securing the loans may depreciate over time, may be difficult to
appraise and may fluctuate in value. We seek to minimize these risks through our
underwriting  standards.  At June 30, 2007, our largest  outstanding  commercial
loan was for $350,000 and was unsecured.  This loan was performing  according to
its terms at June 30, 2007.


                                       10
<PAGE>

      Consumer Loans. We offer a limited range of consumer loans, principally to
Georgetown  Savings  Bank  customers  residing in our  primary  market area with
acceptable credit ratings.  Our consumer loans generally consist of loans on new
and used automobiles,  loans secured by deposit accounts and unsecured  personal
loans.  Consumer loans totaled $763,000,  or 0.6% of our total loan portfolio at
June 30, 2007.

      Origination,  Participation and Servicing of Loans. Lending activities are
conducted  primarily  by our loan  personnel  operating  at our main and  branch
office  locations.  All loans originated by us are underwritten  pursuant to our
policies and procedures. We originate both adjustable rate and fixed rate loans.
Our ability to originate  fixed or adjustable  rate loans is dependent  upon the
relative  customer  demand for such loans,  which is affected by the current and
expected  future  levels of market  interest  rates.  From time to time, we will
participate in loans,  sometimes as the "lead  lender."  Whether we are the lead
lender or not, we underwrite our participation  portion of the loan according to
our own  underwriting  criteria and  procedures.  At June 30, 2007,  we had $1.3
million in loan participation interests.

      Historically, we have generally retained in our portfolio and serviced all
loans that we originated.  Loan servicing includes collecting and remitting loan
payments,   accounting  for  principal  and  interest,   contacting   delinquent
mortgagors,  supervising  foreclosures and property dispositions in the event of
unremedied defaults,  making certain insurance and tax payments on behalf of the
borrowers and generally  administering  the loans. The Company's  strategic plan
reflects the development of a mortgage banking  operation,  whereby a portion of
residential  loan  originations  will be sold, both on a servicing  retained and
servicing released basis.

      During the fiscal year ended June 30, 2007, we originated  $6.1 million of
fixed rate and  adjustable  rate one- to four-family  loans,  all of which loans
were retained by us.

      The  following  table  shows our loan  originations,  sales and  repayment
activities for the fiscal years indicated.

                                                          Years ended June 30,
                                                       ------------------------
                                                          2007           2006
                                                       ----------    ----------
                                                             (In thousands)
Total Loans at begininng of year                       $  129,615    $  115,526
Loans originated:
  One to four family                                        6,121        23,895
  Multi-family and commercial real estate                   4,817         3,750
  Construction                                              7,075         7,217
  Home equity loans and lines of credit                     3,658         7,435
  Commercial                                                1,963         1,085
  Consumer                                                    625           619
                                                       ----------    ----------
    Total loans originated                                 24,259        44,001
  Loans purchased                                              --            --
Deduct:
    Principal repayments                                  (25,301)      (29,912)
    Loan sales                                                 --            --
                                                       ----------    ----------
Net loan activity                                          (1,042)       14,089
                                                       ----------    ----------
Total loans at end of year                             $  128,573    $  129,615
                                                       ==========    ==========

      Loan Approval Procedures and Authority.  Georgetown Savings Bank's lending
activities follow written,  non-discriminatory  underwriting  standards and loan
origination  procedures  established  by  Georgetown  Savings  Bank's  Board  of
Directors.  The loan  approval  process is  intended  to assess  the  borrower's
ability to repay the loan,  the  viability of the loan,  and the adequacy of the
value of the  collateral  that will  secure the loan.  To assess the  borrower's
ability to repay, we review the employment and credit history and information on
the historical and projected income and expenses of borrowers.


                                       11
<PAGE>

      Georgetown   Savings  Bank's   policies  and  loan  approval   limits  are
established  by the Board of Directors.  The Board of Directors  has  designated
certain  individuals of Georgetown  Savings Bank (ranging from senior management
to senior loan  underwriter)  (the  "Designated  Individuals")  to consider  and
approve  loans within their  designated  authority.  Loans in amounts  above the
authorized  limits  of the  Designated  Individuals  and  loans  outside  of the
designated  authority  of the  Designated  Individuals  require the  approval of
Georgetown  Savings Bank's Loan  Committee.  The Loan Committee  consists of two
non-employee  directors  and three  employees of Georgetown  Savings  Bank.  All
loans,  which are  approved by the  Designated  Individuals,  are  reviewed  and
ratified by the Loan  Committee  and the full Board of Directors  of  Georgetown
Savings Bank.

      With  regard  to the  lending  authority  of the  Designated  Individuals,
Georgetown  Savings Bank's  President and Chief Executive  Officer,  Senior Vice
President and Chief Loan Officer and Vice President and Senior Loan Officer each
possess  individual  authority  to approve  all  residential  types of credit in
amounts up to $750,000.  Any two of these three Designated  Individuals may also
approve  all  residential  types of  credits  in  amounts  up to $1 million on a
combined basis.  With regard to commercial  lending  authority of the Designated
Individuals, Georgetown Savings Bank's President and Chief Executive Officer and
Senior Vice President and Chief Loan Officer each possess  individual  authority
to approve all commercial types of credit in amounts up to $750,000 and the Vice
President and Senior Loan Officer possesses  individual authority to approve all
commercial types of credit in amounts up to $500,000.  Georgetown Savings Bank's
President and Chief  Executive  Officer and Senior Vice President and Chief Loan
Officer  may also  approve all  commercial  types of credits in amounts up to $1
million on a combined basis.  Georgetown  Savings Bank's senior loan underwriter
possesses  individual  authority to approve one- to  four-family  mortgage loans
that meet the eligibility  requirements  for sale to Fannie Mae on the secondary
mortgage market.

      We typically  require  appraisals  of all real  property  securing  loans,
except for home equity  loans and equity  lines of credit,  in which case we may
use the tax assessed  value of the property  securing such loan.  Appraisals are
performed by independent licensed appraisers. All appraisers are approved by the
Board of Directors annually.  We require fire and extended coverage insurance in
amounts at least equal to the principal amount of the loan.

Non-performing and Problem Assets

      Georgetown  Savings Bank commences  collection efforts when a loan becomes
seven days past due with system  generated  reminder  notices.  Subsequent  late
charge and  delinquent  notices  are issued and the  account is  monitored  on a
regular  basis  thereafter.  Personal,  direct  contact  with  the  borrower  is
attempted  early in the collection  process as a courtesy  reminder and later to
determine the reason for the  delinquency  and to safeguard  Georgetown  Savings
Bank's collateral. When a loan is more than 60 days past due, the credit file is
reviewed  and, if deemed  necessary,  information  is updated or  confirmed  and
collateral  re-evaluated.  We make every  effort to  contact  the  borrower  and
develop a plan of repayment to cure the delinquency.  All loans 30 days past due
are reported to the Loan Committee and the Board of Directors. Upon direction of
the Loan Committee,  if no repayment plan is in process, the file is referred to
counsel for the commencement of foreclosure or other collection efforts.

      Loans are generally  placed on non-accrual  status when they are more than
90 days  delinquent,  unless  the  credit  is well  secured  and in  process  of
collection.  When  loans are  placed on a  non-accrual  status,  unpaid  accrued
interest is fully reserved,  and further income is recognized only to the extent
cash payments are received.

      Non-performing  Loans. At June 30, 2007, $2.3 million or 1.8% of our total
loans were  non-performing  loans.  These loans  consisted of five loans to five
individual borrowers.  Four of the loans are secured by real property including,
personal  residence and commercial real estate. One of the loans is an unsecured
consumer loan.  Included in the non-performing  loan total at June 30, 2007 were
two loans totaling $1.7 million that have been restructured. As of June 30, 2007
the borrowers were performing in accordance with the restructured terms.

      Potential  problem loans are loans that are currently  performing  and are
not included in  non-accrual  loans below,  but may be  delinquent.  These loans
require an  increased  level of  management  attention  and may be included at a
later  date in  non-accrual  loans,  so they are  considered  by  management  in
assessing the adequacy of the allowance for loan losses.  At June 30, 2007, $1.2
million or 1.0% of total loans had been identified as potential problem loans.


                                       12
<PAGE>

      Non-performing  Assets.  The  table  below  sets  forth  the  amounts  and
categories of our non-performing assets at the dates indicated. Delinquent loans
that  are 90 days or more  past  due  are  generally  considered  non-performing
assets.

                                                               At June 30,
                                                         ----------------------
                                                           2007          2006
                                                         ---------    ---------
                                                         (Dollars in thousands)
Non-accrual loans:
   One-to-four family                                    $     517    $     519
   Multi-family and commercial real estate                      --          321
   Construction                                                 --           --
   Home equity loans and lines of credit                        47           --
   Commercial                                                   --           --
   Consumer                                                      1           --
                                                         ---------    ---------
   Total non-accrual loans                                     565          840
                                                         ---------    ---------

Loans greater than 90 days delinquent
   and still accruing:
   One-to-four family                                           --           --
   Multi-family and commercial real estate                      --           --
   Construction                                                 --           --
   Home equity loans and lines of credit                        --           50
   Commercial                                                   --           --
   Consumer                                                     --           10
                                                         ---------    ---------
   Total loans 90 days and still accruing                       --           60
                                                         ---------    ---------

Restructured loans                                           1,701          226

   Total non-performing loans                                2,266        1,126
                                                         ---------    ---------

   Total non-performing assets                           $   2,266    $   1,126
                                                         =========    =========

Ratios:
   Non-performing loans to total
     loans, including net deferred loan costs                 1.76%        0.87%
   Non-performing assets to total assets                      1.37%        0.67%

      At June 30, 2007,  non-accrual loans totaled $565,000. For the fiscal year
ended June 30, 2007,  gross  interest  income that would have been  recorded had
these  non-accruing  loans been current in accordance  with their original terms
amounted to $25,000.  Interest  income  recognized  on such loans for the fiscal
year ended June 30, 2007 was $2,000.


                                       13
<PAGE>

      Delinquent  Loans. The following table sets forth the number and amount of
delinquent loans by type at the dates indicated.

<TABLE>
<CAPTION>
                                                           Loans Delinquent For
                                             -------------------------------------------------
                                                     60-89 Days            90 Days and Over              Total
                                             -----------------------   -----------------------   -----------------------
                                               Number       Amount       Number       Amount       Number       Amount
                                             ----------   ----------   ----------   ----------   ----------   ----------
                                                                         (Dollars in thousands)
<S>                                                 <C>   <C>                 <C>   <C>                 <C>   <C>
At June 30, 2007
----------------
   One-to-four family                                 1   $       75            1   $      517            2   $      592
   Multi-family and commercial real estate           --           --           --           --           --           --
   Construction                                      --           --           --           --           --           --
   Home equity loans and lines of credit             --           --            1           47            1           47
   Commercial                                        --           --           --           --           --           --
   Consumer                                          --           --            1            1            1            1
                                             ----------   ----------   ----------   ----------   ----------   ----------
     Total                                            1   $       75            3   $      565            4   $      640
                                             ==========   ==========   ==========   ==========   ==========   ==========

At June 30, 2006
----------------
   One-to-four family                                 1   $      171            1   $      519            2   $      690
   Multi-family and commercial real estate           --           --            1          321            1          321
   Construction                                      --           --           --           --           --           --
   Home equity loans and lines of credit              1           99            1           50            2          149
   Commercial                                         1            2           --           --            1            2
   Consumer                                          --           --            1           10            1           10
                                             ----------   ----------   ----------   ----------   ----------   ----------
     Total                                            3   $      272            4   $      900            7   $    1,172
                                             ==========   ==========   ==========   ==========   ==========   ==========
</TABLE>

      Classified Assets. OTS regulations  provide that loans and other assets of
lesser  quality  should be  classified  as  "substandard,"  "doubtful" or "loss"
assets. An asset is considered  "substandard" if it is inadequately protected by
the  current net worth and paying  capacity of the obligor or of the  collateral
pledged,  if  any.  "Substandard"  assets  include  those  characterized  by the
"distinct  possibility" that we will sustain "some loss" if the deficiencies are
not  corrected.  Assets  classified  as  "doubtful"  have all of the  weaknesses
inherent in those classified  "substandard," with the added  characteristic that
the weaknesses present make "collection or liquidation in full," on the basis of
currently  existing facts,  conditions,  and values,  "highly  questionable  and
improbable."  Assets  classified as "loss" are those considered  "uncollectible"
and  of  such  little  value  that  their  continuance  as  assets  without  the
establishment of a specific loss reserve is not warranted.  We classify an asset
as  "special  mention"  if the  asset has a  potential  weakness  that  warrants
management's close attention.

      On the basis of  management's  review of our assets,  at June 30, 2007, we
had classified $802,000 of our assets as special mention, which consisted of six
loans to five  separate  borrowers.  At June 30, 2007,  we had  classified  $2.0
million  of our assets as  substandard,  which  consisted  of five loans to four
separate borrowers,  of which $564,000 of those assets classified as substandard
were on non-accrual  status.  At June 30, 2007, we had classified  $1,000 of our
assets as a loss, which was reserved for at 100% and on non-accrual  status. The
loan  portfolio is reviewed on a regular  basis to  determine  whether any loans
require  classification  in  accordance  with  applicable  regulations.  Not all
classified assets constitute non-performing assets.


                                       14
<PAGE>

Allowance for Loan Losses

      The  allowance  for loan losses is the amount  estimated by  management as
necessary to cover credit losses  inherent in the loan  portfolio at the balance
sheet date. The allowance is established  through the provision for loan losses,
which is charged against income.

      Management  performs  a  quarterly  evaluation  of  the  adequacy  of  the
allowance for loan losses. We consider a variety of factors in establishing this
estimate  including,   but  not  limited  to,  charge-off  history,  changes  in
management or underwriting  policies,  current economic conditions,  delinquency
statistics,  geographic  and  industry  concentrations,   the  adequacy  of  the
underlying  collateral,  the  financial  strength  of the  borrower,  results of
internal and external loan reviews and other relevant qualitative loan portfolio
risk factors. This evaluation is inherently subjective,  as it requires material
estimates by management that may be susceptible to significant change.

      The analysis has three components:  specific,  general, and an unallocated
component.  The specific  component  relates to loans that are  determined to be
impaired.  Impairment is measured by  determining  the present value of expected
future  cash flows or,  for  collateral-dependent  loans,  the fair value of the
collateral  adjusted for market  conditions  and selling  expenses.  The general
component is determined by segregating  the remaining  loans by type of loan and
analyzing all of the appropriate  qualitative loan portfolio risk factors.  This
analysis establishes general allowance  percentages that are applied to the loan
groups to determine  the amount of the general  component of the  allowance  for
loan losses.

      An  unallocated  component may be maintained to cover  uncertainties  that
could affect management's estimate of probable losses. The unallocated component
of the allowance  reflects the margin of imprecision  inherent in the underlying
assumptions used in the  methodologies  for estimating  losses in the portfolio,
because  regardless  of the  extent of our  analysis  of  customer  performance,
portfolio trends or risk management  processes,  certain inherent but undetected
losses  are  probable  within  our loan  portfolio.  Actual  loan  losses may be
significantly  more than the allowances we have established,  which could have a
material negative effect on our financial results.

      In addition,  as an integral part of their  examination  process,  the OTS
will periodically  review our allowance for loan losses. Such agency may require
that we  recognize  additions  to the  allowance  based  on their  judgments  of
information available to them at the time of their examination.

                                       15
<PAGE>

      Allowance for Loan Losses.  The following table sets forth activity in our
allowance for loan losses for the fiscal years indicated.

                                                         At or For the Years
                                                            Ended June 30,
                                                    ---------------------------
                                                       2007             2006
                                                    ----------       ----------
                                                       (Dollars in thousands)

Balance at beginning of period                      $    1,016       $      882
                                                    ----------       ----------

Charge-offs:
  One to four family                                        --               --
  Multi-family and commercial real estate                   --               --
  Construction                                              --               --
  Home equity loans and lines of credit                     31               --
  Commercial                                                12               --
  Consumer                                                  19                8
                                                    ----------       ----------
    Total charge-offs                                       62                8

Recoveries:
  One to four family                                        --               23
  Multi-family and commercial real estate                   10                8
  Construction                                              --               --
  Home equity loans and lines of credit                     --               --
  Commercial                                                 1               --
  Consumer                                                   9                3
                                                    ----------       ----------
    Total recoveries                                        20               34

Net (charge-offs) recoveries                               (42)              26
Provision for loan losses                                  105              108
                                                    ----------       ----------

Balance at end of year                              $    1,079       $    1,016
                                                    ==========       ==========

Ratios:
Net charge-offs to average loans
  outstanding (annualized)                                0.03%            0.02%
Allowance for loan losses to
  non-performing loans at end of period                  47.62%           90.23%
Allowance for loan losses to
  total loans at end of period (1)                        0.84%            0.78%

_______________
(1)   Total loans,  including net deferred loan costs, at June 30, 2007 and 2006
      were $128.7 million and $129.8 million, respectively.



                                       16
<PAGE>

      Allocation  of Allowance for Loan Losses.  The following  table sets forth
the  allowance  for loan  losses  allocated  by loan  category,  the total  loan
balances by category,  and the percent of loans in each  category to total loans
at the dates indicated. The allowance for loan losses allocated to each category
is not  necessarily  indicative of future losses in any particular  category and
does not restrict the use of the allowance to absorb losses in other categories.

<TABLE>
<CAPTION>
                                                                 At June 30,
                             ------------------------------------------------------------------------------------
                                               2007                                       2006
                             ---------------------------------------    -----------------------------------------
                                                         Percent of
                                              Loan        Loans in                                   Percent of
                              Allowance     Balances        Each         Allowance       Loan       Loans in Each
                              for Loan         by        Category to     for Loan      Balances      Category to
                               Losses       Category     Total Loans      Losses      by Category    Total Loans
                             -----------   -----------   -----------    -----------   -----------   -------------
                                                            (Dollars in thousands)
<S>                          <C>           <C>                <C>       <C>           <C>                  <C>
One-to-four family           $       284   $    94,806         73.74%   $       318   $    95,478           73.66%
Multi-Family and
  commercial real estate             386        14,556         11.32%           356        11,891            9.17%
Construction                         150         5,987          4.66%           143         9,529            7.35%
Home equity loans
  and lines of credit                180        10,304          8.01%           144        10,614            8.19%
Commercial                            55         2,157          1.68%            32         1,486            1.15%
Consumer                              24           763          0.59%            23           617            0.48%
                             -----------   -----------   -----------    -----------   -----------   -------------

Total                        $     1,079   $   128,573        100.00%   $     1,016   $   129,615          100.00%
                             ===========   ===========   ===========    ===========   ===========   =============
</TABLE>

      Each quarter,  management evaluates the total balance of the allowance for
loan  losses  based on  several  factors  that are not  loan  specific,  but are
reflective of the inherent losses in the loan portfolio.  This process includes,
but is not  limited  to, a review of several  qualitative  loan  portfolio  risk
factors.  We group  loans by  delinquency  status  and all loans 90 days or more
delinquent  are  evaluated  individually,  based  primarily  on the value of the
collateral  securing the loan.  Specific  loss  allowances  are  established  as
required by this analysis. All loans for which a specific loss allowance has not
been assigned are  segregated  by type and a loss  allowance is  established  by
using  loss  experience  data  and   management's   judgment   concerning  other
qualitative loan portfolio risk factors it considers significant.  The allowance
is  allocated  to each  category  of loan  based  on the  results  of the  above
analysis.

      This analysis process is inherently subjective,  as it requires us to make
estimates  that  are  susceptible  to  revisions  as  more  information  becomes
available.  Although we believe that we have established the allowance at levels
to absorb probable and estimable  losses,  future  additions may be necessary if
economic or other conditions in the future differ from the current environment.

Investments

      The Investment  Policy is reviewed  annually by management and any changes
to the policy are recommended to and are subject to the approval of our Board of
Directors.  Authority to make investments  under the approved  Investment Policy
guidelines  is delegated  to  appropriate  officers.  While  general  investment
strategies are developed by the Asset/Liability  Committee and authorized by the
Board of Directors,  the execution of specific  actions rests with our President
and  Chief  Executive  Officer  or our  Chief  Financial  Officer,  who  may act
individually  or jointly.  Our President and Chief  Executive  Officer and Chief
Financial  Officer are both  responsible  for ensuring that the  guidelines  and
requirements  included  in the  Investment  Policy  are  followed  and  that all
securities are considered  prudent for investment.  Each of these individuals is
authorized to execute  investment  transactions  (purchases  and sales) up to $2
million per  transaction  without the prior approval of the Executive  Committee
and within the scope of the established  Investment Policy.  Each transaction in
excess of $2 million must receive prior approval of the Executive Committee. All
investment  transactions  are  reviewed at regularly  scheduled  meetings of the
Board of  Directors.  The  Executive  Committee is comprised of our Chairman and
four other non-employee directors.

      Federally  chartered  thrifts have authority to invest in various types of
assets,  including  government-sponsored  enterprises,   securities  of  various
federal agencies, mortgage-backed securities, certain certificates of


                                       17
<PAGE>

deposit of insured  financial  institutions,  overnight and short-term  loans to
other banks,  corporate debt instruments,  and Fannie Mae and Freddie Mac equity
securities.

      Our investment portfolio at June 30, 2007, at amortized cost, consisted of
$3.5 million in government-sponsored enterprises and $2.9 million in FHLB stock.
We also invest in  mortgage-backed  securities,  all of which are  guaranteed by
United States Government agencies or government sponsored  enterprises.  At June
30, 2007, our  mortgage-backed  securities  portfolio totaled $17.7 million,  or
10.7% of total assets,  and  consisted of $15.1  million in fixed-rate  and $2.6
million in adjustable-rate  securities  guaranteed by Fannie Mae or Freddie Mac.
Securities can be classified as  held-to-maturity or  available-for-sale  at the
date of purchase.

      The following  table sets forth the  amortized  cost and fair value of our
securities portfolio at the dates indicated.

<TABLE>
<CAPTION>
                                                            At June 30,
                                      --------------------------------------------------------
                                                  2007                         2006
                                      --------------------------    --------------------------
                                       Amortized         Fair        Amortized        Fair
                                         Cost           Value           Cost          Value
                                      -----------    -----------    -----------    -----------
                                                          (In thousands)
<S>                                   <C>            <C>            <C>            <C>
Securities available for sale:
  Government-sponsored enterprises    $     3,000    $     2,978    $     4,000    $     3,921
  Mortgage-backed securities                9,973          9,712         11,988         11,544
                                      -----------    -----------    -----------    -----------

      Total securities
        available for sale            $    12,973    $    12,690    $    15,988    $    15,465
                                      ===========    ===========    ===========    ===========

Securities held to maturity:
  Government-sponsored enterprises    $       500    $       499    $       500    $       488
  Mortgage-backed securities                7,682          7,469          9,323          8,965
                                      -----------    -----------    -----------    -----------

      Total securities
        held to maturity              $     8,182    $     7,968    $     9,823    $     9,453
                                      ===========    ===========    ===========    ===========
</TABLE>


                                       18
<PAGE>

      Portfolio  Maturities and Yields.  The  composition  and maturities of the
investment securities portfolio at June 30, 2007 are summarized in the following
table.  Maturities are based on the final contractual  payment dates, and do not
reflect the impact of prepayments or early redemptions that may occur.


<TABLE>
<CAPTION>
                                                                 More than One            More than Five
                                           One Year               Year through             Years through
                                           or Less                 Five Years                Ten Years
                                     ---------------------    ---------------------    ---------------------
                                                 Weighted                 Weighted                 Weighted
                                     Amortized    Average     Amortized    Average     Amortized    Average
                                       Cost        Yield        Cost        Yield        Cost        Yield
                                     ---------   ---------    ---------   ---------    ---------   ---------
                                                              (Dollars in thousands)
<S>                                  <C>              <C>     <C>              <C>     <C>              <C>
Securities available for sale
-----------------------------

  Government-sponsored enterprises   $   2,000        4.16%   $   1,000        4.96%   $      --          --%
  Mortgage-backed securities                --          --        1,427        3.50        5,148        4.34
                                     ---------                ---------                ---------

     Total securities
       available for sale            $   2,000        4.16%   $   2,427        4.10%   $   5,148        4.34%
                                     =========                =========                =========

Securities held to maturity
---------------------------

  Government-sponsored enterprises   $     500        3.38%   $      --          --%   $     --           --%
  Mortgage-backed securities                --          --           72        6.16        3,026        4.10
                                     ---------                ---------                ---------

     Total securities
       held to maturity              $     500        3.38%   $      72        6.16%   $   3,026        4.10%
                                     =========                =========                =========

<CAPTION>
                                           More than                        Total
                                           Ten Years                      Securities
                                     ---------------------    ----------------------------------
                                                 Weighted                              Weighted
                                     Amortized    Average     Amortized     Fair        Average
                                       Cost        Yield        Cost        Value        Yield
                                     ---------   ---------    ---------   ---------    ---------
<S>                                  <C>              <C>     <C>         <C>               <C>
Securities available for sale
-----------------------------

  Government-sponsored enterprises   $      --          --%   $   3,000   $   2,978         4.42%
  Mortgage-backed securities             3,398        4.98        9,973       9,712         4.44
                                     ---------                ---------   ---------

     Total securities
       available for sale            $   3,398        4.98%   $  12,973   $  12,690         4.43%
                                     =========                =========   =========

Securities held to maturity
---------------------------

  Government-sponsored enterprises   $      --          --%   $     500   $     499         3.38%
  Mortgage-backed securities             4,584        4.59        7,682       7,469         4.41
                                     ---------                ---------   ---------

     Total securities
       held to maturity              $   4,584        4.59%   $   8,182   $   7,968         4.35%
                                     =========                =========   =========
</TABLE>


                                       19
<PAGE>

Sources of Funds

      General.  Deposits have traditionally been the primary source of funds for
use in lending and investment activities. We also use borrowings, primarily FHLB
advances,  to supplement cash flow needs, lengthen the maturities of liabilities
for interest  rate risk  purposes and to manage the cost of funds.  In addition,
funds are derived from  scheduled  loan payments,  investment  maturities,  loan
prepayments,  retained  earnings and income on earning  assets.  While scheduled
loan  payments and income on earning  assets are  relatively  stable  sources of
funds,  deposit  inflows  and  outflows  can vary widely and are  influenced  by
prevailing interest rates, market conditions and levels of competition.

      Deposits.  Our deposits are generated  primarily from residents within our
primary market area. The Company's strategic plan includes a greater emphasis on
developing  commercial  business  activities,  both deposit and lending customer
relationships. It is expected that these commercial relationships may be outside
the  existing  primary  market area.  We offer a selection of deposit  accounts,
including demand accounts, NOW accounts, money market accounts, savings accounts
and  certificates  of deposit.  Deposit  account terms vary,  with the principal
differences  being the minimum  balance  required,  the amount of time the funds
must remain on deposit and the interest rate. We have used brokered  deposits in
the past and it is anticipated that their future use could increase.  As of June
30, 2007 we had no brokered deposits.

      Interest rates paid, maturity terms, service fees and withdrawal penalties
are established on a periodic basis. Deposit rates and terms are based primarily
on current operating strategies and market rates, liquidity requirements,  rates
paid  by  competitors  and  growth  goals.  Personalized  customer  service  and
long-standing relationships with customers are relied upon to attract and retain
deposits.

      The flow of  deposits  is  influenced  significantly  by general  economic
conditions,  changes in money  market and other  prevailing  interest  rates and
competition. The variety of deposit accounts offered allows us to be competitive
in  obtaining  funds and  responding  to changes in  consumer  demand.  Based on
experience,  we believe that our deposits are relatively  stable.  However,  the
ability to attract and maintain deposits,  and the rates paid on these deposits,
has been and will continue to be significantly affected by market conditions. At
June 30, 2007, $40.5 million, or 41.3% of our deposit accounts were certificates
of deposit, of which $30.5 million had maturities of one year or less.

      The  following  table sets forth the  distribution  of total  deposits  by
account type and related weighted average rates, at the dates indicated.

<TABLE>
<CAPTION>
                                                              At June 30,
                                     -------------------------------------------------------------
                                                 2007                            2006
                                     -----------------------------   -----------------------------
                                                          Weighted                        Weighted
                                      Actual              Average     Actual              Average
                                     Balance    Percent     Rate     Balance    Percent     Rate
                                     --------   -------   --------   --------   -------   --------
                                                        (Dollars in thousands)
      <S>                            <C>         <C>          <C>    <C>         <C>          <C>
      Deposit type:
      Demand deposits                $ 11,215     11.45%        --%  $ 12,423     12.71%        --%
      NOW deposits                     11,539     11.78       1.61      7,562      7.74       1.04
      Money market deposits            22,832     23.31       3.68     21,706     22.22       3.01
      Regular and other savings        11,914     12.16       0.32     15,008     15.36       0.29
                                     --------   -------              --------   -------
        Total transaction accounts   $ 57,500     58.70              $ 56,699     58.03

      Certificates of deposit          40,456     41.30       4.42     41,010     41.97       4.13
                                     --------   -------              --------   -------

      Total deposits                 $ 97,956    100.00%      2.91%  $ 97,709    100.00%      2.53%
                                     ========   =======              ========   =======
</TABLE>


                                       20
<PAGE>

      The following table sets forth the deposit activities for the fiscal years
indicated.

                                            Years Ended June 30,
                                            ---------------------
                                               2007       2006
                                            ----------  ---------
                                                (In thousands)

      Beginning balance                     $  97,709   $  91,150
                                            ---------   ---------
      Net (decrease) increase in deposits
        before interest credited               (2,389)      4,626
      Interest credited                         2,636       1,933
                                            ---------   ---------
      Net increase in deposits                    247       6,559
                                            ---------   ---------
      Ending Balance                        $  97,956   $  97,709
                                            =========   =========

      As of June 30, 2007, the aggregate  amount of outstanding  certificates of
deposit in amounts  greater  than or equal to $100,000  was $16.2  million.  The
following table indicates the amount of those certificates of deposit as of June
30, 2007 by time remaining until maturity.

                                                   At
                                             June 30, 2007
                                             --------------
                                             (In thousands)

      Three months or less                   $        4,753
      Over three months through six months            2,329
      Over six months through one year                5,064
      Over one year to three years                    3,218
      Over three years                                  808

                                             --------------
      Total                                  $       16,172
                                             ==============

      The following table presents, by rate category, our certificate of deposit
accounts as of the dates indicated.

                            At June 30,
                       ---------------------
                         2007        2006
                       ---------   ---------
                          (In thousands)
      Interest Rate
      -------------
      Less than 2%     $      49   $     502
      2.00%-2.99%          1,707       3,551
      3.00%-3.99%         13,599      14,586
      4.00%-4.99%         14,648      14,890
      5.00%-5.99%         10,088       7,137
      6.00%-6.99%            365         344

                       ---------   ---------
      Total            $  40,456   $  41,010
                       =========   =========


                                       21
<PAGE>

      The following table sets forth the amount and maturities of certificate of
deposits at June 30, 2007.

<TABLE>
<CAPTION>
                      June 30,   June 30,   June 30,   June 30,   After June
                        2008       2009       2010       2011      30, 2012     Total
                      --------   --------   --------   --------   ----------   -------
                                               (In thousands)
<S>                   <C>        <C>        <C>        <C>        <C>          <C>
      Interest Rate
      -------------
      Less than 2%    $     43   $     --   $     --   $      6   $       --   $    49
      2.00%-2.99%        1,677          7         23         --           --     1,707
      3.00%-3.99%        8,373      2,294      1,642        659          631    13,599
      4.00%-4.99%       11,797      2,068        287        265          231    14,648
      5.00%-5.99%        8,566        749          8        765           --    10,088
      6.00%-6.99%           --        365         --         --           --       365
                      ----------------------------------------------------------------

      Total           $ 30,456   $  5,483   $  1,960   $  1,695   $      862   $40,456
                      ========   ========   ========   ========   ==========   =======
</TABLE>

      Borrowings. Our borrowings consist primarily of advances from the FHLB. As
of June 30, 2007,  we had FHLB  advances in the amount of $47.7  million,  which
represented  32.4% of total liabilities with a weighted average maturity of 1.68
years.  Georgetown  Savings Bank can currently borrow up to approximately  $67.1
million from the FHLB through its membership.

      The  following  table  sets  forth  information  concerning  balances  and
interest rates on our FHLB advances at the dates and for the periods indicated.

<TABLE>
<CAPTION>
                                              At or For the Years ended June 30,
                                       --------------------------------------------------
                                       Long -Term Borrowings   Short -Term Borrowings (1)
                                       ---------------------   --------------------------
                                         2007        2006         2007          2006
                                       --------    --------    ----------    ------------
                                                    (Dollars in thousands)
<S>                                    <C>         <C>         <C>           <C>
Balance at end of year                 $ 37,873    $ 28,921    $    9,850    $    22,300
Average balance during year              34,134      25,326        16,100         25,768
Maximum outstanding at any month end     37,873      28,921        23,075         30,400
Weighted average rate at end of year       4.71%       4.38%         5.27%          4.91%
Average interest rate during year          4.69%       4.16%         5.22%          4.21%
</TABLE>

____________________
(1) Represents borrowings with original maturities of less than one year.

      Securities  sold under  agreements to repurchase  are funds  borrowed from
customers  on an  overnight  basis  that  are  secured  by  government-sponsored
enterprises.   The  amount  of  securities  collateralizing  the  agreements  to
repurchase  remains in securities  and the  obligation to repurchase  securities
sold is  reflected  as a  liability  on our  consolidated  balance  sheets.  The
following summarized our repurchase agreements at and for the periods shown:

                                       At or For the Years Ended June 30,
                                       ----------------------------------
                                         2007                      2006
                                       --------                 ---------
                                             (Dollars in thousands)

Balance at end of year                 $    869                 $     762
Average balance during year                 817                       751
Maximum outstanding at any month end        898                       899
Weighted average rate at end of year       1.00%                     1.00%
Average interest rate during year          1.00%                     1.00%

Subsidiary Activities

      Georgetown  Securities   Corporation  is  a  wholly  owned  subsidiary  of
Georgetown  Savings  Bank  established  in  1995 as a  Massachusetts  securities
corporation for the purpose of buying, selling and holding investment


                                       22
<PAGE>

securities  on its own  behalf.  The  income  earned  on  Georgetown  Securities
Corporation's  investment securities is subject to a significantly lower rate of
state  tax  than  that  assessed  on  income  earned  on  investment  securities
maintained at Georgetown Savings Bank. At June 30, 2007,  Georgetown  Securities
Corporation  had total assets of $15.7  million,  virtually all of which were in
investment securities.

Legal Proceedings

      We are not involved in any pending legal  proceedings as a defendant other
than routine legal proceedings  occurring in the ordinary course of business. At
June 30,  2007,  we were not involved in any legal  proceedings,  the outcome of
which would be material to our financial condition or results of operations.

Expense and Tax Allocation

      Georgetown  Savings  Bank has entered into an  agreement  with  Georgetown
Bancorp,  Inc.  and  Georgetown  Bancorp,  MHC  to  provide  them  with  certain
administrative  support  services for compensation not less than the fair market
value  of the  services  provided.  In  addition,  Georgetown  Savings  Bank and
Georgetown  Bancorp,  Inc.  have entered into an agreement to establish a method
for  allocating  and for  reimbursing  the  payment  of their  consolidated  tax
liability.

Personnel

      As of June 30, 2007,  we had 34 full-time  employees  and eight  part-time
employees. Our employees are not represented by any collective bargaining group.
Management believes that we have good relations with our employees.

                           FEDERAL AND STATE TAXATION

Federal Taxation

      General.  Georgetown Bancorp, Inc. and Georgetown Savings Bank are subject
to federal  income  taxation in the same general  manner as other  corporations,
with some  exceptions  discussed  below.  Georgetown  Savings Bank's federal tax
returns are not currently under audit, and have not been audited during the past
five years.  The following  discussion  of federal  taxation is intended only to
summarize   certain   pertinent   federal  income  tax  matters  and  is  not  a
comprehensive  description  of the tax rules  applicable to Georgetown  Bancorp,
Inc. or Georgetown Savings Bank.

      Method of  Accounting.  For  federal  income  tax  purposes,  the  company
currently  reports its income and expenses on the accrual  method of  accounting
and uses a tax year ending  June 30 for filing its federal and state  income tax
returns.

      Bad Debt  Reserves.  Georgetown  Savings  Bank is permitted to establish a
reserve  for bad  debts  and to make  annual  additions  to the  reserve.  These
additions can, within specified  formula limits,  be deducted in arriving at our
taxable income. Pursuant to the Small Business Protection Act of 1996 (the "1996
Act"),  savings institutions were required to recapture any excess reserves over
those established as of October 31, 1988 (base year reserve).

      Taxable  Distributions  and  Recapture.  Prior to the 1996  Act,  bad debt
reserves  created  prior to  November  1, 1988 were  subject to  recapture  into
taxable income should Georgetown  Savings Bank fail to meet certain thrift asset
and definitional tests.  Federal legislation has eliminated these thrift related
recapture rules.

      At June 30,  2007,  our  total  federal  pre-1988  base year  reserve  was
$723,000. However, under current law, pre-1988 base year reserves remain subject
to  recapture  should   Georgetown   Savings  Bank  make  certain   non-dividend
distributions,  repurchase  any of its  stock,  pay  dividends  in excess of tax
earnings and profits, or cease to maintain a bank charter.


                                       23
<PAGE>

      Alternative  Minimum Tax. The  Internal  Revenue Code of 1986,  as amended
(the "Code")  imposes an  alternative  minimum tax ("AMT") at a rate of 20% on a
base of regular  taxable  income  plus  certain  tax  preferences  ("alternative
minimum taxable  income" or "AMTI").  The AMT is payable to the extent such AMTI
is in excess of an exemption  amount and the AMT exceeds the regular income tax.
Net operating  losses can offset no more than 90% of AMTI.  Certain  payments of
alternative  minimum tax may be used as credits  against regular tax liabilities
in future years. Georgetown Savings Bank has not been subject to the alternative
minimum tax and has no such amounts available as credits for carryover.

      Net Operating Loss Carryovers.  A financial institution may carry back net
operating  losses  to  the  preceding  two  taxable  years  and  forward  to the
succeeding 20 taxable years.  At June 30, 2007,  Georgetown  Savings Bank had an
$188,000 net  operating  loss  carryover,  which  expires on June 30, 2027.  Net
operating loss carrybacks were fully utilized by operating  losses  generated in
fiscal 2006 and 2007.

      Capital Loss  Carryovers.  A financial  institution may carry back capital
losses to the preceding  three taxable years and forward to the succeeding  five
taxable years. At June 30, 2007,  Georgetown  Savings Bank had a $61,000 capital
loss  carryforward for federal income tax purposes,  of which $10,000 expires on
June 30, 2010 and $51,000 expires on June 30, 2011.

      Corporate  Dividends-Received  Deduction.  Georgetown  Bancorp,  Inc.  may
exclude from its income 100% of dividends  received from Georgetown Savings Bank
as a  member  of the  same  affiliated  group  of  corporations.  The  corporate
dividends-received  deduction  is 80% in the  case of  dividends  received  from
corporations  with which a corporate  recipient does not file a consolidated tax
return,  and corporations  which own less than 20% of the stock of a corporation
distributing a dividend may deduct only 70% of dividends  received or accrued on
their behalf.

State Taxation

      For Massachusetts income tax purposes, a consolidated tax return cannot be
filed. Instead,  Georgetown Bancorp,  Inc., Georgetown Savings Bank, and each of
its subsidiaries file separate annual income tax returns.  The state tax returns
of Georgetown  Bancorp,  Inc,  Georgetown  Savings Bank, as well as those of its
subsidiaries,  are not currently  under audit,  and have not been audited during
the past five years.

      Georgetown Savings Bank files Massachusetts  Financial  Institution income
tax returns and is subject to an annual  Massachusetts tax at a rate of 10.5% of
its net  income.  Massachusetts  net income is defined as gross  income from all
sources without any exclusions,  less the following  deductions:  all deductions
(but not credits) which are allowable under the Code except for those deductions
under the Code relating to (1) dividends received, (2) losses sustained in other
taxable  years,  and (3) income or franchise  taxes  imposed by any state in the
United States or a political subdivision.

      Georgetown  Bancorp,  Inc. is required to file a Massachusetts  income tax
return and is generally subject to a state income tax rate that is the same rate
as the tax  rate  for  financial  institutions  in  Massachusetts.  However,  if
Georgetown Bancorp,  Inc. meets certain  requirements,  it may be eligible to be
taxed as a Massachusetts Securities corporation. Bank holding companies that are
so classified are subject to a state tax rate of 0.33% of their gross income. As
of June  30,  2007,  Georgetown  Bancorp,  Inc.  has not  applied  for  security
corporation status.

      Georgetown Savings Bank's subsidiary,  Georgetown Securities  Corporation,
is taxed as a Massachusetts  securities  corporation,  and is subject to a state
tax rate of 1.32% of its gross income.


                                       24
<PAGE>

                           SUPERVISION AND REGULATION

General

      Georgetown  Savings  Bank is  examined  and  supervised  by the OTS.  This
regulation and supervision  establishes a comprehensive  framework of activities
in which an institution may engage and is intended  primarily for the protection
of the FDIC's  deposit  insurance  funds and  depositors.  Under this  system of
federal regulation,  financial  institutions are periodically examined to ensure
that they satisfy  applicable  standards with respect to their capital adequacy,
assets,  management,  earnings,  liquidity and  sensitivity  to market  interest
rates. Following completion of its examination, the federal agency critiques the
institution's  operations  and  assigns  its rating  (known as an  institution's
CAMELS  rating).  Under federal law, an institution  may not disclose its CAMELS
rating to the public. Georgetown Savings Bank also is a member of and owns stock
in the FHLB,  which is one of the twelve regional banks in the Federal Home Loan
Bank System. Georgetown Savings Bank also is regulated to a lesser extent by the
Board of  Governors  of the Federal  Reserve  System,  governing  reserves to be
maintained against deposits and other matters.  The OTS examines us and prepares
reports  for the  consideration  of our  Board  of  Directors  on any  operating
deficiencies.  Georgetown  Savings Bank's  relationship  with its depositors and
borrowers  also is regulated to a great extent by federal  laws,  especially  in
matters concerning the ownership of deposit accounts and the form and content of
Georgetown Savings Bank's mortgage documents.

      Any change in these laws or  regulations,  whether by the FDIC, the OTS or
Congress,  could have a material adverse impact on Georgetown Bancorp,  Inc. and
Georgetown Savings Bank and their operations.

Federal Banking Regulation

      Business  Activities.  A federal  savings  bank  derives  its  lending and
investment  powers  from  the  Home  Owners'  Loan  Act,  as  amended,  and  the
regulations of the OTS.  Under these laws and  regulations,  Georgetown  Savings
Bank may invest in mortgage  loans secured by  residential  real estate  without
limitations  as a  percentage  of assets and  non-residential  real estate loans
which may not in the aggregate exceed 400% of capital, commercial business loans
up to 20% of assets in the aggregate  and consumer  loans up to 35% of assets in
the  aggregate,  certain  types of debt  securities  and certain  other  assets.
Georgetown  Savings  Bank also may  establish  subsidiaries  that may  engage in
activities not otherwise permissible for Georgetown Savings Bank, including real
estate investment and securities and insurance brokerage.

      Capital Requirements.  OTS regulations require savings banks to meet three
minimum capital  standards:  a 1.5% tangible  capital ratio, a 4% leverage ratio
(3% for savings banks  receiving the highest rating on the CAMELS rating system)
and an 8% risk-based  capital  ratio.  The prompt  corrective  action  standards
discussed below, in effect, establish a minimum 2% tangible capital standard.

      The risk-based capital standard for savings banks requires the maintenance
of Tier 1 (core)  and  total  capital  (which is  defined  as core  capital  and
supplementary   capital)  to  risk-weighted  assets  of  at  least  4%  and  8%,
respectively.  In determining the amount of  risk-weighted  assets,  all assets,
including  certain  off-balance  sheet assets,  are  multiplied by a risk-weight
factor of 0% to 100%,  assigned by the OTS, based on the risks believed inherent
in the type of asset.  Core  capital is defined as common  stockholders'  equity
(including retained earnings),  certain non-cumulative perpetual preferred stock
and related  surplus and minority  interests in equity  accounts of consolidated
subsidiaries,  less intangibles other than certain mortgage servicing rights and
credit card  relationships.  The components of supplementary  capital  currently
include  cumulative  preferred  stock,   long-term  perpetual  preferred  stock,
mandatory convertible  securities,  subordinated debt and intermediate preferred
stock,  the allowance for loan and lease losses limited to a maximum of 1.25% of
risk-weighted assets and up to 46% of net unrealized gains on available-for-sale
equity  securities with readily  determinable fair market values.  Overall,  the
amount of supplementary  capital included as part of total capital cannot exceed
100% of core capital.  Additionally,  a savings bank that retains credit risk in
connection with an asset sale may be required to maintain additional  regulatory
capital  because of the recourse  back to the savings  bank. We do not typically
engage in asset sales with recourse back to Georgetown Saving Bank.

      At June 30, 2007,  Georgetown  Savings Bank and Georgetown  Bancorp,  Inc.
exceeded all applicable capital requirements.


                                       25
<PAGE>

      Loans-to-One  Borrower.  A federal  savings bank  generally may not make a
loan or extend credit to a single or related group of borrowers in excess of 15%
of unimpaired capital and surplus. An additional amount may be loaned,  equal to
10% of  unimpaired  capital  and  surplus,  if the loan is  secured  by  readily
marketable collateral,  which generally does not include real estate. As of June
30,  2007,  Georgetown  Savings  Bank was in  compliance  with the  loans-to-one
borrower limitations.

      Qualified  Thrift  Lender  Test.  As a federal  savings  bank,  Georgetown
Savings Bank must satisfy the qualified thrift lender, or "QTL," test. Under the
QTL test,  Georgetown  Savings Bank must maintain at least 65% of its "portfolio
assets" in "qualified  thrift  investments"  in at least nine of the most recent
12-month period.  "Portfolio  assets"  generally means total assets of a savings
institution,  less the sum of specified liquid assets up to 20% of total assets,
goodwill  and other  intangible  assets,  and the value of property  used in the
conduct of the savings bank's business.

      "Qualified  thrift  investments"  include  various types of loans made for
residential  and  housing  purposes,   investments  related  to  such  purposes,
including  certain  mortgage-backed  and  related  securities,   and  loans  for
personal,  family,  household and certain other purposes up to a limit of 20% of
portfolio  assets.  "Qualified  thrift  investments"  also  include  100%  of an
institution's  credit  card loans,  education  loans and small  business  loans.
Georgetown  Savings  Bank  also  may  satisfy  the QTL test by  qualifying  as a
"domestic  building and loan  association"  as defined in the  Internal  Revenue
Code.

      A savings  bank that fails the  qualified  thrift  lender test must either
convert to a bank charter or operate under specified  restrictions.  At June 30,
2007, Georgetown Savings Bank satisfied this test.

      Capital  Distributions.  OTS regulations govern capital distributions by a
federal savings bank, which include cash dividends,  stock repurchases and other
transactions  charged  to the  capital  account.  A  savings  bank  must file an
application for approval of a capital distribution if:

      o     the total capital  distributions  for the  applicable  calendar year
            exceed  the sum of the  savings  bank's  net income for that year to
            date plus the savings  bank's  retained net income for the preceding
            two years;

      o     the  savings  bank  would  not be at  least  adequately  capitalized
            following the distribution;

      o     the distribution would violate any applicable  statute,  regulation,
            agreement or OTS-imposed condition; or

      o     the savings  bank is not  eligible  for  expedited  treatment of its
            filings.

      Even if an application is not otherwise required,  every savings bank that
is a  subsidiary  of a holding  company must still file a notice with the OTS at
least 30 days  before the Board of  Directors  declares a dividend or approves a
capital distribution.

      The OTS may disapprove a notice or application if:

      o     the   savings   bank  would  be   undercapitalized   following   the
            distribution;

      o     the  proposed  capital  distribution  raises  safety  and  soundness
            concerns; or

      o     the capital  distribution  would violate a prohibition  contained in
            any statute, regulation or agreement.

      In addition,  the Federal  Deposit  Insurance Act provides that an insured
depository institution shall not make any capital distribution,  if after making
such distribution the institution would be undercapitalized.


                                       26
<PAGE>

      Liquidity.  A federal  savings  bank is required to maintain a  sufficient
amount of liquid assets to ensure its safe and sound operation.

      Community Reinvestment Act and Fair Lending Laws. All savings banks have a
responsibility  under the Community  Reinvestment Act and related regulations of
the OTS to help meet the credit needs of their  communities,  including low- and
moderate-income  neighborhoods.  In connection with its examination of a federal
savings  bank,  the OTS is  required  to assess  the  savings  bank's  record of
compliance with the Community  Reinvestment  Act. In addition,  the Equal Credit
Opportunity Act and the Fair Housing Act prohibit lenders from discriminating in
their  lending  practices  on the basis of  characteristics  specified  in those
statutes.  A  savings  bank's  failure  to  comply  with the  provisions  of the
Community  Reinvestment  Act could,  at a  minimum,  result in denial of certain
corporate  applications  such as branches or mergers,  or in restrictions on its
activities.  The failure to comply with the Equal Credit Opportunity Act and the
Fair  Housing  Act could  result in  enforcement  actions by the OTS, as well as
other federal  regulatory  agencies and the  Department  of Justice.  Georgetown
Savings Bank received a "satisfactory"  Community Reinvestment Act rating in its
most recent federal examination.

      Branching.  Subject to certain limitations,  the Home Owners' Loan Act and
OTS regulations  permit federally  chartered savings banks to establish branches
in any state of the United  States.  The authority to establish such a branch is
available:  (i) in states that  expressly  authorize  branches of savings  banks
located  in  another  state;  and (ii) to a  savings  bank that  qualifies  as a
"domestic   building  and  loan  association"  under  the  Code,  which  imposes
qualification  requirements similar to those for a qualified thrift lender under
the Home Owners' Loan Act. The authority for a federal savings bank to establish
an interstate  branch network would facilitate a geographic  diversification  of
the savings bank's  activities.  This authority  under the Home Owners' Loan Act
and OTS regulations  preempts any state law purporting to regulate  branching by
federal savings banks.

      Privacy Standards. Effective July 2001, financial institutions,  including
Georgetown  Savings Bank,  became subject to FDIC  regulations  implementing the
privacy protection provisions of the  Gramm-Leach-Bliley  Act. These regulations
require  Georgetown  Savings  Bank to  disclose  its privacy  policy,  including
identifying with whom it shares "non-public personnel  information" to customers
at the time of establishing the customer relationship and annually thereafter.

      The  regulations  also  require  Georgetown  Savings  Bank to provide  its
customers  with initial and annual notices that  accurately  reflect its privacy
policies  and  practices.  In addition,  Georgetown  Savings Bank is required to
provide its customers with the ability to "opt-out" of having Georgetown Savings
Bank share their non-public personal information with unaffiliated third parties
before it can disclose  such  information,  subject to certain  exceptions.  The
implementation  of these  regulations did not have a material  adverse effect on
Georgetown  Savings  Bank.  The  Gramm-Leach-Bliley  Act also  provides  for the
ability of each state to enact legislation that is more protective of consumers'
personal  information.  We cannot predict whether  Massachusetts  may enact such
legislation or what impact, if any, it would have if enacted.

      On February 1, 2001, the FDIC and other federal banking  agencies  adopted
guidelines  establishing  standards for  safeguarding  customer  information  to
implement  certain  provisions  of the  Gramm-Leach-Bliley  Act. The  guidelines
describe  the  agencies'  expectations  for  the  creation,  implementation  and
maintenance   of  an   information   security   program,   which  would  include
administrative,  technical and physical  safeguards  appropriate to the size and
complexity of the institution  and the nature and scope of its  activities.  The
standards  set forth in the  guidelines  are intended to ensure the security and
confidentiality  of  customer  records  and  information,  protect  against  any
anticipated  threats or hazards to the security or integrity of such records and
protect  against  unauthorized  access to or use of such records or  information
that  could  result  in  substantial  harm  or  inconvenience  to any  customer.
Georgetown Savings Bank has implemented these guidelines and such implementation
did not have a material adverse effect on our operations.

      Transactions  with Related Parties.  A federal savings bank's authority to
engage in transactions  with its affiliates is limited by OTS regulations and by
Sections 23A and 23B of the Federal Reserve Act and its implementing  Regulation
W. An affiliate is a company that controls, is controlled by, or is under common
control with an insured depository  institution such as Georgetown Savings Bank.
Georgetown Bancorp, Inc. is an affiliate of Georgetown Savings Bank. In general,
loan transactions between an insured depository institution and its


                                       27
<PAGE>

affiliate are subject to certain  quantitative and collateral  requirements.  In
this regard,  transactions  between an insured  depository  institution  and its
affiliate  are  limited  to 10%  of the  institution's  unimpaired  capital  and
unimpaired surplus for transactions with any one affiliate and 20% of unimpaired
capital  and  unimpaired  surplus for  transactions  in the  aggregate  with all
affiliates.  Collateral  in specified  amounts  ranging from 100% to 130% of the
amount of the  transaction  must usually be provided by  affiliates  in order to
receive  loans from the savings bank. In addition,  OTS  regulations  prohibit a
savings  bank  from  lending  to any of  its  affiliates  that  are  engaged  in
activities  that  are not  permissible  for  bank  holding  companies  and  from
purchasing the securities of any  affiliate,  other than a subsidiary.  Finally,
transactions  with  affiliates  must be  consistent  with safe and sound banking
practices,  not involve low-quality assets and be on terms that are as favorable
to the  institution  as comparable  transactions  with  non-affiliates.  The OTS
requires savings banks to maintain  detailed  records of all  transactions  with
affiliates.

      Georgetown  Savings  Bank's  authority to extend credit to its  directors,
executive  officers and 10% shareholders,  as well as to entities  controlled by
such persons,  is currently  governed by the  requirements of Sections 22(g) and
22(h) of the Federal  Reserve Act and Regulation O of the Federal Reserve Board.
Among other  things,  these  provisions  require  that  extensions  of credit to
insiders  (i) be made on terms  that are  substantially  the same as, and follow
credit  underwriting   procedures  that  are  not  less  stringent  than,  those
prevailing for comparable transactions with unaffiliated persons and that do not
involve  more than the normal risk of  repayment  or present  other  unfavorable
features,  and (ii) not  exceed  certain  limitations  on the  amount  of credit
extended to such persons,  individually  and in the aggregate,  which limits are
based, in part, on the amount of Georgetown Savings Bank's capital. In addition,
extensions of credit in excess of certain  limits must be approved by Georgetown
Savings Bank's Board of Directors.

      Enforcement.  The OTS has primary enforcement  responsibility over federal
savings  institutions and has the authority to bring enforcement  action against
all  "institution-affiliated  parties," including  stockholders,  and attorneys,
appraisers and accountants  who knowingly or recklessly  participate in wrongful
action  likely to have an  adverse  effect  on an  insured  institution.  Formal
enforcement action by the OTS may range from the issuance of a capital directive
or cease and desist  order,  to  removal of  officers  and/or  directors  of the
institution and the  appointment of a receiver or  conservator.  Civil penalties
cover a wide range of violations  and actions,  and range up to $25,000 per day,
unless a finding of reckless  disregard is made, in which case  penalties may be
as high as $1 million  per day.  The FDIC also has the  authority  to  terminate
deposit  insurance or to  recommend to the Director of the OTS that  enforcement
action be taken with respect to a particular savings  institution.  If action is
not taken by the Director, the FDIC has authority to take action under specified
circumstances.

      Standards  for Safety and  Soundness.  Federal law  requires  each federal
banking  agency  to  prescribe  certain  standards  for all  insured  depository
institutions.  These standards relate to, among other things, internal controls,
information systems and audit systems, loan documentation,  credit underwriting,
interest rate risk exposure, asset growth,  compensation,  and other operational
and managerial  standards as the agency deems  appropriate.  The federal banking
agencies adopted  Interagency  Guidelines  Prescribing  Standards for Safety and
Soundness to implement the safety and soundness standards required under federal
law.  The  guidelines  set forth the safety  and  soundness  standards  that the
federal  banking  agencies  use to  identify  and  address  problems  at insured
depository  institutions before capital becomes impaired. The guidelines address
internal  controls and  information  systems,  internal  audit  systems,  credit
underwriting,  loan  documentation,  interest rate risk exposure,  asset growth,
compensation,  fees and benefits.  If the  appropriate  federal  banking  agency
determines  that an  institution  fails to meet any standard  prescribed  by the
guidelines,  the agency may require the  institution  to submit to the agency an
acceptable plan to achieve compliance with the standard. If an institution fails
to meet these standards,  the appropriate federal banking agency may require the
institution to submit a compliance plan.

      Prompt Corrective Action  Regulations.  Under the prompt corrective action
regulations,  the OTS is required and  authorized  to take  supervisory  actions
against  undercapitalized  savings  banks.  For this purpose,  a savings bank is
placed in one of the  following  five  categories  based on the  savings  bank's
capital:

      o     well-capitalized (at least 5% leverage capital, 6% Tier 1 risk-based
            capital and 10% total risk-based capital);


                                       28
<PAGE>

      o     adequately  capitalized  (at least 4%  leverage  capital,  4% Tier 1
            risk-based capital and 8% total risk-based capital);

      o     undercapitalized  (less than 8% total risk-based  capital, 4% Tier 1
            risk-based capital or 3% leverage capital);

      o     significantly   undercapitalized  (less  than  6%  total  risk-based
            capital, 3% Tier 1 risk-based capital or 3% leverage capital); and

      o     critically undercapitalized (less than 2% tangible capital).

      Generally,  the  banking  regulator  is  required to appoint a receiver or
conservator  for a savings  bank that is  "critically  undercapitalized"  within
specific time frames.  The regulations  also provide that a capital  restoration
plan  must be filed  with the OTS  within  45 days of the  date a  savings  bank
receives notice that it is "undercapitalized,"  "significantly undercapitalized"
or  "critically  undercapitalized."  The  criteria  for  an  acceptable  capital
restoration  plan  include,   among  other  things,  the  establishment  of  the
methodology and assumptions for attaining  adequately  capitalized  status on an
annual basis,  procedures for ensuring  compliance with restrictions  imposed by
applicable  federal  regulations,  the identification of the types and levels of
activities the savings bank will engage in while the capital restoration plan is
in effect, and assurances that the capital restoration plan will not appreciably
increase the current risk profile of the savings bank.  Any holding  company for
the savings bank required to submit a capital  restoration  plan must  guarantee
the lesser of: an amount equal to 5% of the savings bank's assets at the time it
was  notified  or  deemed  to be under  capitalized  by the OTS,  or the  amount
necessary to restore the savings bank to  adequately  capitalized  status.  This
guarantee  remains in place until the OTS  notifies the savings bank that it has
maintained  adequately  capitalized status for each of four consecutive calendar
quarters,  and the OTS has the authority to require  payment and collect payment
under the  guarantee.  Failure  by a holding  company to  provide  the  required
guarantee  will result in certain  operating  restrictions  on the savings bank,
such as restrictions on the ability to declare and pay dividends,  pay executive
compensation and management fees, and increase assets or expand operations.  The
OTS may also  take  any one of a number  of  discretionary  supervisory  actions
against  undercapitalized  savings  banks,  including  the issuance of a capital
directive and the replacement of senior executive officers and directors.

      At June 30,  2007,  Georgetown  Savings  Bank met the  criteria  for being
considered "well-capitalized."

      Insurance of Deposit Accounts. Deposit accounts in Georgetown Savings Bank
are insured by the FDIC,  generally up to a maximum of $100,000  per  separately
insured depositor and up to a maximum of $250,000 for  self-directed  retirement
accounts.  Georgetown  Savings Bank's deposits,  therefore,  are subject to FDIC
deposit  insurance  assessments.  Recent  legislation,  among other things,  has
increased the amount of federal deposit insurance  coverage for certain types of
accounts while  preserving the $100,000  coverage limit for individual  accounts
and municipal deposits. The legislation also gives the FDIC discretion to adjust
insurance coverage for inflation,  beginning in 2010. The legislation also gives
the FDIC  flexibility  to adjust the insurance  fund reserve ratio between 1.15%
and 1.50% of estimated insured deposits, depending on projected losses, economic
changes  and  assessment  ratios at the end of a calendar  year,  and allows for
dividends to insured  institutions  whenever  reserve  ratios  exceed  specified
levels.

      On  November  2, 2006,  the FDIC  adopted  final  regulations  that assess
insurance  premiums based on risk. As a result,  the new regulation  will enable
the FDIC to more  closely tie each  financial  institution's  deposit  insurance
premiums  to the risk it poses to the  deposit  insurance  fund.  Under  the new
risk-based  assessment system, the FDIC will evaluate the risk of each financial
institution  based on its  supervisory  rating,  its financial  ratios,  and its
long-term debt issuer rating for larger  institutions.  The new rates for nearly
all of the financial institutions industry vary between five and seven cents for
every $100 of domestic  deposits.  The new assessment system became effective on
January 1, 2007 for the Georgetown  Savings Bank. Had the new assessment  system
been  effective for the entire 2007 fiscal year,  Georgetown  Savings Bank would
have paid a deposit insurance assessment to the FDIC of approximately  $109,000,
compared to $12,000  under the  previous  system.  Additionally,  the new system
created insurance assessment credits for the Georgetown Savings Bank of $52,000.
We utilized  $27,000 of these credits in the fiscal year ended June 30, 2007 and
expect to utilize the remaining balance in fiscal 2008. At the same time, the


                                       29
<PAGE>

FDIC adopted  final  regulations  designating  the reserve ratio for the deposit
insurance fund during 2007 at 1.25% of estimated insured deposits.

      Effective  March 31, 2006, the FDIC merged the Bank Insurance Fund ("BIF")
and the Savings  Association  Insurance  Fund ("SAIF") into a single fund called
the Deposit Insurance Fund. As a result of the merger, the BIF and the SAIF were
abolished.  The merger of the BIF and the SAIF into the Deposit  Insurance  Fund
does not affect the  authority of the Financing  Corporation  ("FICO") to impose
and  collect,  with  the  approval  of the  FDIC,  assessments  for  anticipated
payments,  issuance  costs and custodial fees on bonds issued by the FICO in the
1980s to recapitalize the former Federal Savings and Loan Insurance Corporation.
The bonds  issued by the FICO are due to mature in 2017  through  2019.  For the
quarter ended June 30, 2007,  the annualized  FICO  assessment was equal to 1.22
basis points for each $100 in domestic deposits maintained at an institution.

      Prohibitions  Against  Tying  Arrangements.   Federal  savings  banks  are
prohibited, subject to some exceptions, from extending credit to or offering any
other  service,  or fixing or varying the  consideration  for such  extension of
credit or service,  on the condition  that the customer  obtain some  additional
service  from the  institution  or its  affiliates  or not obtain  services of a
competitor of the institution.

      Federal Home Loan Bank System.  Georgetown Savings Bank is a member of the
Federal Home Loan Bank System,  which consists of 12 regional  Federal Home Loan
Banks.  The Federal  Home Loan Bank System  provides a central  credit  facility
primarily for member institutions.  As a member of the FHLB,  Georgetown Savings
Bank is required to acquire and hold shares of capital stock in the FHLB.  While
the required percentages of stock ownership are subject to change by the Federal
Home Loan Bank,  Georgetown Savings Bank was in compliance with this requirement
at June 30, 2007.

Federal Reserve System

      The Federal  Reserve Board  regulations  require savings banks to maintain
noninterest-earning   reserves  against  their  transaction  accounts,  such  as
negotiable order of withdrawal and regular checking accounts.  At June 30, 2007,
Georgetown Savings Bank was in compliance with these reserve requirements.

The USA PATRIOT Act

      The USA  PATRIOT Act gives the  federal  government  new powers to address
terrorist  threats  through  enhanced  domestic  security   measures,   expanded
surveillance  powers,  increased  information  sharing and broadened  anti-money
laundering  requirements.  Certain  provisions  of the  Act  impose  affirmative
obligations on a broad range of financial institutions, including savings banks,
like Georgetown  Savings Bank. These  obligations  include  enhanced  anti-money
laundering programs,  customer  identification programs and regulations relating
to private banking accounts or correspondence  accounts in the United States for
non-United   States  persons  or  their   representatives   (including   foreign
individuals visiting the United States).

      The  federal  banking   agencies  have  begun  to  propose  and  implement
regulations  pursuant  to the  USA  PATRIOT  Act.  These  proposed  and  interim
regulations  would  require  financial  institutions  to adopt the  policies and
procedures contemplated by the USA PATRIOT Act.

Sarbanes-Oxley Act of 2002

      The  Sarbanes-Oxley Act of 2002 was enacted in response to public concerns
regarding  corporate   accountability  in  connection  with  certain  accounting
scandals.  The stated goals of the  Sarbanes-Oxley Act are to increase corporate
responsibility,  to provide for enhanced  penalties for  accounting and auditing
improprieties  at  publicly  traded  companies,  and  to  protect  investors  by
improving the accuracy and reliability of corporate  disclosures pursuant to the
securities laws. The  Sarbanes-Oxley Act generally applies to all companies that
file or are required to file periodic  reports with the  Securities and Exchange
Commission, under the Securities Exchange Act of 1934.


                                       30
<PAGE>

      The  Sarbanes-Oxley  Act  includes  very  specific  additional  disclosure
requirements  and new corporate  governance  rules  requiring the Securities and
Exchange  Commission  and  national  securities  exchanges  to  adopt  extensive
additional  disclosure,  corporate  governance  and  other  related  rules,  and
mandates  further  studies  of certain  issues by the  Securities  and  Exchange
Commission. The Sarbanes-Oxley Act represents significant federal involvement in
matters  traditionally left to state regulatory systems,  such as the regulation
of  the  accounting  profession,  and  to  state  corporate  law,  such  as  the
relationship  between a board of directors and management and between a board of
directors and its committees.

      Although we anticipate that we will incur additional  expense in complying
with the provisions of the Sarbanes-Oxley Act and the regulations that have been
promulgated to implement the Sarbanes-Oxley Act, management does not expect that
such  compliance  will have a material  impact on our results of  operations  or
financial condition.

Holding Company Regulation

      General.   Georgetown  Bancorp,  MHC  and  Georgetown  Bancorp,  Inc.  are
non-diversified  savings and loan  holding  companies  within the meaning of the
Home Owners' Loan Act. As such,  Georgetown Bancorp, MHC and Georgetown Bancorp,
Inc. are registered with the OTS and subject to OTS  regulations,  examinations,
supervision  and reporting  requirements.  In addition,  the OTS has enforcement
authority over Georgetown Bancorp,  Inc. and Georgetown  Bancorp,  Inc. MHC, and
their  subsidiaries.  Among  other  things,  this  authority  permits the OTS to
restrict or prohibit  activities that are determined to be a serious risk to the
subsidiary savings  institution.  As federal  corporations,  Georgetown Bancorp,
Inc. and  Georgetown  Bancorp,  MHC are generally not subject to state  business
organization laws.

      Permitted  Activities.  Pursuant to Section 10(o) of the Home Owners' Loan
Act and OTS  regulations  and policy,  a mutual holding  company and a federally
chartered mid-tier holding company such as Georgetown  Bancorp,  Inc. may engage
in the following activities:  (i) investing in the stock of a savings bank; (ii)
acquiring a mutual  association  through the merger of such  association  into a
savings  bank  subsidiary  of such  holding  company or an interim  savings bank
subsidiary  of such holding  company;  (iii)  merging with or acquiring  another
holding company,  one of whose subsidiaries is a savings bank; (iv) investing in
a corporation, the capital stock of which is available for purchase by a savings
bank  under  federal  law or under  the law of any state  where  the  subsidiary
savings  bank or  association  share  their  home  offices;  (v)  furnishing  or
performing  management  services for a savings bank  subsidiary of such company;
(vi) holding,  managing or  liquidating  assets owned or acquired from a savings
subsidiary  of such  company;  (vii)  holding  or  managing  properties  used or
occupied by a savings bank subsidiary of such company;  (viii) acting as trustee
under  deeds of trust;  (ix) any other  activity  (A) that the  Federal  Reserve
Board,  by  regulation,  has  determined  to be  permissible  for  bank  holding
companies under Section 4(c) of the Bank Holding Company Act of 1956, unless the
Director,  by regulation,  prohibits or limits any such activity for savings and
loan  holding  companies;  or (B) in which  multiple  savings  and loan  holding
companies were  authorized (by  regulation) to directly engage on March 5, 1987;
(x) any activity  permissible for financial holding companies under Section 4(k)
of  the  Bank  Holding   Company  Act,   including   securities   and  insurance
underwriting;  and (xi) purchasing,  holding,  or disposing of stock acquired in
connection with a qualified stock issuance if the purchase of such stock by such
savings  and loan  holding  company is  approved  by the  Director.  If a mutual
holding  company  acquires or merges with another holding  company,  the holding
company  acquired  or  the  holding  company   resulting  from  such  merger  or
acquisition  may only  invest in assets and engage in  activities  listed in (i)
through  (xi)  above,  and has a period of two years to cease any  nonconforming
activities and divest any nonconforming investments.

      The Home  Owners' Loan Act  prohibits a savings and loan holding  company,
including  Georgetown  Bancorp,  Inc. and Georgetown  Bancorp,  MHC, directly or
indirectly, or through one or more subsidiaries,  from acquiring more than 5% of
another savings  institution or holding company  thereof,  without prior written
approval of the OTS. It also  prohibits  the  acquisition  or retention of, with
certain  exceptions,  more  than  5%  of  a  nonsubsidiary  company  engaged  in
activities other than those permitted by the Home Owners' Loan Act, or acquiring
or  retaining  control  of an  institution  that is not  federally  insured.  In
evaluating  applications by holding  companies to acquire savings  institutions,
the OTS must consider the financial and managerial  resources,  future prospects
of the company


                                       31
<PAGE>

and  institution  involved,  the  effect of the  acquisition  on the risk to the
federal  deposit  insurance fund, the convenience and needs of the community and
competitive factors.

      The OTS is prohibited from approving any acquisition  that would result in
a multiple savings and loan holding company controlling savings  institutions in
more than one state,  subject to two exceptions:  (i) the approval of interstate
supervisory  acquisitions  by savings and loan holding  companies;  and (ii) the
acquisition  of a savings  institution in another state if the laws of the state
of the target savings  institution  specifically  permit such acquisitions.  The
states  vary in the  extent to which they  permit  interstate  savings  and loan
holding company acquisitions.

      Waivers of Dividends by Georgetown  Bancorp,  MHC. OTS regulations require
Georgetown Bancorp,  MHC to notify the OTS of any proposed waiver of its receipt
of dividends  from  Georgetown  Bancorp,  Inc. The OTS reviews  dividend  waiver
notices on a case-by-case  basis,  and, in general,  does not object to any such
waiver if: (i) the mutual holding  company's Board of Directors  determines that
such waiver is consistent  with such directors'  fiduciary  duties to the mutual
holding company's members;  (ii) the amount of any dividend waived by the mutual
holding  company is available for declaration as a dividend solely to the mutual
holding  company,  and,  in  accordance  with  SFAS 5,  where the  savings  bank
determines  that the payment of such dividend to the mutual  holding  company is
probable, an appropriate dollar amount is recorded as a liability; and (iii) the
amount of any waived  dividend is  considered as having been paid by the savings
bank  in  evaluating  any  proposed  dividend  under  OTS  capital  distribution
regulations. We anticipate that Georgetown Bancorp, MHC will waive any dividends
paid by Georgetown Bancorp, Inc. Under OTS regulations,  our public stockholders
would not be diluted because of any dividends waived by Georgetown Bancorp,  MHC
(and waived  dividends  would not be considered in  determining  an  appropriate
exchange ratio) in the event Georgetown Bancorp, MHC converts to stock form.

Federal Securities Laws

      Georgetown  Bancorp,  Inc.  common stock is registered with the Securities
and Exchange  Commission under the Securities  Exchange Act of 1934.  Georgetown
Bancorp, Inc. is subject to the information, proxy solicitation, insider trading
restrictions and other requirements under the Securities Exchange Act of 1934.

      The  registration  under  the  Securities  Act of 1933 of shares of common
stock issued in the offering did not cover the resale of those shares. Shares of
common stock purchased by persons who are not affiliates of Georgetown  Bancorp,
Inc. may be resold  without  registration.  Shares  purchased by an affiliate of
Georgetown  Bancorp,  Inc.  are subject to the resale  restrictions  of Rule 144
under the Securities Act of 1933. If Georgetown Bancorp,  Inc. meets the current
public  information  requirements  of Rule 144 under the Securities Act of 1933,
each  affiliate  of  Georgetown  Bancorp,  Inc.  that  complies  with the  other
conditions of Rule 144,  including those that require the affiliate's sale to be
aggregated  with  those of other  persons,  would be able to sell in the  public
market,  without  registration,  a  number  of  shares  not  to  exceed,  in any
three-month  period,  the greater of 1% of the outstanding  shares of Georgetown
Bancorp,  Inc., or the average weekly volume of trading in the shares during the
preceding  four calendar  weeks.  In the future,  Georgetown  Bancorp,  Inc. may
permit  affiliates to have their shares registered for sale under the Securities
Act of 1933.


                                       32
<PAGE>

ITEM 2.     Description of Property

      The  following  table  provides  certain  information  with respect to our
properties as of June 30, 2007:

<TABLE>
<CAPTION>
                                 Owned or     Year Acquired or                      Net Book Value of Real
          Location                Leased           Leased         Square Footage           Property
----------------------------    ----------    ----------------    --------------    ----------------------
                                                                                        (In thousands)
<S>                             <C>                 <C>              <C>                    <C>
Main Office:
2 East Main Street                 Own              2003 (1)         14,400              $     3,137
Georgetown, MA 01833

Branch Office:
303 Haverhill Street            Leased (2)          1999              3,500              $       533
Rowley, MA 01969

Branch Office:
75 Turnpike Street/Route 114    Leased (3)          2005              2,437              $       506
North Andover, MA 01845

Other Property (4):
8 Prospect Street                  Own              1997              1,000              $        96
Georgetown, MA 01833
</TABLE>

_______________
(1)   In 2003,  Georgetown  Savings Bank constructed a new main office upon this
      property, which it has owned since 1985.

(2)   Georgetown  Savings Bank owns the building but leases the land.  The lease
      has a term of 40 years with an option to renew for an additional 10 years.

(3)   Georgetown  Savings Bank is leasing the office space. The lease has a term
      of 10 years with an option to renew for an additional 10 years.

(4)   This  property,  which was  acquired  in  foreclosure,  is leased  under a
      tenancy at will agreement and is available for use for banking purposes.

      The net book value of our premises,  land and equipment was  approximately
      $4.8 million at June 30, 2007.

ITEM 3.     Legal Proceedings

      From time to time,  we are  involved as  plaintiff or defendant in various
legal proceedings arising in the ordinary course of business.  At June 30, 2007,
we were not  involved  in any legal  proceedings,  the outcome of which would be
material to our financial condition or results of operations.

ITEM 4.     Submission of Matters to a Vote of Security Holders

      No matters  were  submitted  to a vote of  stockholders  during the fourth
quarter of the year under report.

                                     PART II

ITEM 5.     Market for Common Equity, Related Stockholder Matters and Small
            Business Issuer Purchases of Securities

      (a)   Our common stock is traded on the OTC Electronic  Bulletin Board
under the symbol "GTWN". Georgetown Bancorp, MHC owns 1,527,487 shares, or 57.2%
of our outstanding  common stock. The approximate number of holders of record of
Georgetown  Bancorp,  Inc.'s  common  stock as of  September  20,  2007 was 293.
Certain  shares of  Georgetown  Bancorp,  Inc. are held in "nominee" or "street"
name and  accordingly,  the number of  beneficial  owners of such  shares is not
known or included in the foregoing number.


                                       33
<PAGE>

      The following table presents  quarterly market  information for Georgetown
Bancorp,  Inc.'s  common  stock  during the  periods  indicated.  The  following
information  was based on data  available on Yahoo.com and represents the actual
high and low sales prices for the periods indicated.

          Fiscal 2007                  High            Low          Dividends
--------------------------------    -----------    -----------    --------------
Quarter ended September 30, 2006    $      9.88    $      8.00    $          0.0
Quarter ended December 31, 2006     $      9.50    $      8.65    $          0.0
Quarter ended March 31, 2007        $      9.30    $      8.15    $          0.0
Quarter ended June 30, 2007         $      8.50    $      7.40    $          0.0

          Fiscal 2006                  High            Low          Dividends
--------------------------------    -----------    -----------    --------------
Quarter ended September 30, 2005    $      9.90    $      9.00    $          0.0
Quarter ended December 31, 2005     $      9.10    $      8.30    $          0.0
Quarter ended March 31, 2006        $      9.40    $      8.60    $          0.0
Quarter ended June 30, 2006         $      9.70    $      8.75    $          0.0

      Dividend payments by Georgetown  Bancorp,  Inc. are dependent primarily on
dividends it receives from Georgetown Savings Bank, because Georgetown  Bancorp,
Inc. has no source of funding other than dividends from Georgetown Savings Bank,
interest  payments  with  respect  to  Georgetown  Bancorp,  Inc.'s  loan to the
Employee  Stock  Ownership  Plan and any cash  balances  available at Georgetown
Bancorp, Inc.

      At June 30,  2007,  there were no  compensation  plans under which  equity
securities of Georgetown Bancorp, Inc. were authorized for issuance.

      (b)   Not applicable

      (c)   The following  table  presents a summary of the Company's  share
repurchases during the quarter ended June 30, 2007.

<TABLE>
<CAPTION>
                                                                                   Total Number of Shares      Maximum Number of
                                                                                    Purchased as Part of     Shares That May Yet be
                                        Total Number of     Average Price Paid       Publicly Announced       Purchased Under the
                  Period                Shares Purchased        Per Share               Program (1)               Program (1)
      -----------------------------------------------------------------------------------------------------------------------------
      <S>                                    <C>                  <C>                      <C>                       <C>
      April 1 through April 30, 2007           0                  $0.00                      0                       60,863
      May 1 through May 31, 2007             7,200                $8.00                    7,200                     53,663
      June 1 through June 30, 2007             0                  $0.00                      0                       53,663
</TABLE>

ITEM 6.     Management's Discussion and Analysis or Plan of Operation

      The  "Management's  Discussion  and  Analysis of Financial  Condition  and
Results of Operations" section of Georgetown Bancorp,  Inc.'s 2007 Annual Report
to Stockholders (Exhibit 13 hereto) is incorporated herein by reference.

ITEM 7.     Financial Statements

      The  consolidated  financial  statements  included in Georgetown  Bancorp,
Inc.'s 2007 Annual Report to Stockholders are incorporated herein by reference.

ITEM 8.     Changes In and Disagreements With Accountants on Accounting and
            Financial Disclosure

      None.


                                       34
<PAGE>

ITEM 8A.    Controls and Procedures

      Under  the  supervision  and with  the  participation  of our  management,
including our Chief Executive Officer and Chief Financial Officer,  we evaluated
the  effectiveness  of the design and operation of our  disclosure  controls and
procedures  (as defined in Rule 13a-15(e)  under the Securities  Exchange Act of
1934) as of the end of the  period  covered  by this  report.  Based  upon  that
evaluation,  the Chief Executive  Officer and Chief Financial  Officer concluded
that,  as of the end of the  period  covered  by  this  report,  our  disclosure
controls and procedures were effective to ensure that information required to be
disclosed in the reports that the Company files or submits under the  Securities
Exchange Act of 1934, is recorded,  processed,  summarized and reported,  within
the time  periods  specified  in the SEC's  rules and  forms.  There has been no
change in the Company's  internal  control over financial  reporting  during the
Company's fourth quarter of fiscal year 2007 that has materially affected, or is
reasonably  likely to materially  affect,  the Company's  internal  control over
financial reporting.

ITEM 8B.    Other Information

      None.

                                    PART III

ITEM 9.     Directors, Executive Officers, Promoters, Control Persons and
            Corporate Governance; Compliance with Section 16(a) of the Exchange
            Act

      Georgetown  Bancorp,  Inc.  has adopted a Code of Ethics  that  applies to
Georgetown  Bancorp,  Inc.'s principal  executive officer,  principal  financial
officer,  principal  accounting  officer or  controller  or  persons  performing
similar  functions.  The Code of Ethics may be  accessed on  Georgetown  Savings
Bank's website at  www.georgetownsb.com.  The Code of Ethics is  incorporated by
reference  to the  Form  10-KSB  of  Georgetown  Bancorp,  Inc.  filed  with the
Securities and Exchange Commission on September 28, 2006.

      Information  concerning  directors  and  executive  officers of Georgetown
Bancorp,  Inc. is  incorporated  herein by reference from our  definitive  Proxy
Statement (the "Proxy Statement"),  specifically the section captioned "Proposal
I--Election of Directors."

ITEM 10.    Executive Compensation

      Information  concerning  executive  compensation is incorporated herein by
reference from our Proxy Statement, specifically the section captioned "Proposal
I -- Election of Directors."

ITEM 11.    Security Ownership of Certain Beneficial Owners and Management and
            Related Stockholder Matters

      Information concerning security ownership of certain owners and management
is incorporated  herein by reference from our Proxy Statement,  specifically the
sections  captioned  "Voting  Securities  and  Principal  Holders  Thereof"  and
"Proposal I -- Election of Directors."

ITEM 12.    Certain Relationships and Related Transactions, and Director
            Independence

      Information  concerning  relationships  and  transactions  is incorporated
herein by reference from our Proxy Statement, specifically the section captioned
"Transactions with Certain Related Persons."


                                       35
<PAGE>

ITEM 13.    Exhibits

(a)   Financial Statements

The  exhibits and  financial  statement  schedules  filed as a part of this Form
10-KSB  are as  follows,  all of which  are  included  in the  Annual  Report to
Shareholders (Exhibit 13):

      (A)   Report of Independent Registered Public Accounting Firm (page F-2)

      (B)   Consolidated Balance Sheets (page F-3)

      (C)   Consolidated Statements of Operations (page F-4)

      (D)   Consolidated  Statements  of Changes In  Stockholders'  Equity (page
            F-5)

      (E)   Consolidated Statements of Cash Flows (page F-6 to page F-7)

      (F)   Notes to Consolidated Financial Statements (page F-8 to page F-40)

(b)   Financial Statement Schedules

All financial statement schedules have been omitted as the required  information
is  inapplicable  or has been  included in the Notes to  Consolidated  Financial
Statements.  The  remaining  information  appearing  in  the  Annual  Report  to
Shareholders  for the year ended June 30, 2007 is not deemed to be filed as part
of this report except as expressly provided herein.

(c)   Exhibits.

3.1   Charter of Georgetown Bancorp, Inc.*

3.2   Bylaws of Georgetown Bancorp, Inc.**

4     Form of Common Stock Certificate of Georgetown Bancorp, Inc.*

10.1  Employee Stock Ownership Plan*

10.2  SERBA Defined Contribution Plan and Nonstandardized Adoption Agreement*

10.3  Split-Dollar  Plan  Agreement by and between  Georgetown  Savings Bank and
      Robert E. Balletto, dated January 22, 2002*

10.4  Executive  Supplemental  Retirement  Agreement  by and between  Georgetown
      Savings Bank and Robert E. Balletto, dated January 22, 2002*

10.5  Split-Dollar  Plan  Agreement by and between  Georgetown  Savings Bank and
      Joseph W. Kennedy, dated January 22, 2002*

10.6  Executive  Supplemental  Retirement  Agreement  by and between  Georgetown
      Savings Bank and Joseph W. Kennedy, dated January 22, 2002*

10.7  Georgetown Savings Bank 2007 Incentive Compensation Plan

10.8  Annually  Defined  Goals for payouts  under  Georgetown  Savings Bank 2007
      Incentive Compensation Plan for certain officers

10.9  Form  of  Employment   Agreement  by  and  between  certain  officers  and
      Georgetown Savings Bank*

10.10 Change Of Control  Agreement  by and between  Georgetown  Savings Bank and
      Charles  R.  Shediac,  dated  January  19,  2007***

13    Annual Report to Stockholders

14    Code of Ethics****

21    Subsidiaries of Registrant*

31.1  Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the
      Securities  Exchange  Act of 1934,  as  amended,  as adopted  pursuant  to
      Section 302 of the Sarbanes-Oxley Act of 2002


                                       36
<PAGE>

31.2  Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the
      Securities  Exchange  Act of 1934,  as  amended,  as adopted  pursuant  to
      Section 302 of the Sarbanes-Oxley Act of 2002

32    Certification  of Chief  Executive  Officer  and Chief  Financial  Officer
      pursuant to 18 U.S.C.  Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002

_________________________
*     Incorporated  by reference to the  Registration  Statement on Form SB-2 of
      Georgetown Bancorp, Inc. (file no. 333-119007),  originally filed with the
      Securities and Exchange Commission on September 15, 2004.

**    Incorporated  by reference  to the Form 8-K of  Georgetown  Bancorp,  Inc.
      filed with the Securities and Exchange Commission on September 27, 2006.

***   Incorporated by reference to the Form 10-QSB of Georgetown  Bancorp,  Inc.
      filed with the Securities and Exchange Commission on May 15, 2007.

****  Incorporated by reference to the Form 10-KSB of Georgetown  Bancorp,  Inc.
      filed with the Securities and Exchange Commission on September 28, 2006.

ITEM 14.    Principal Accountant Fees and Services

      Information   concerning   principal   accountant  fees  and  services  is
incorporated  herein by reference  from our Proxy  Statement,  specifically  the
section  captioned  "Proposal  II-Ratification  of  Appointment  of  Independent
Registered Public Accounting Firm."


                                       37
<PAGE>

SIGNATURES

      Pursuant to the requirements of Section 13 of the Securities  Exchange Act
of 1934,  the  Company has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

                                                GEORGETOWN BANCORP, INC.


Date: September 24, 2007                   By:  \s\  Robert E. Balletto
                                                ---------------------------
                                                Robert E. Balletto
                                                President, Chief Executive
                                                Officer and Director
                                                (Duly Authorized Representative)

      Pursuant to the  requirements  of the  Securities  Exchange of 1934,  this
report has been signed by the following  persons on behalf of the Registrant and
in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
          Signatures                            Title                        Date
-------------------------------    -------------------------------    ------------------
<S>                                <C>                                <C>
\s\  Robert E. Balletto            President, Chief Executive         September 24, 2007
-------------------------------    Officer and Director (Principal
Robert E. Balletto                 Executive Officer)


\s\ Joseph W. Kennedy              Senior Vice President, Chief       September 24, 2007
-------------------------------    Financial Officer and Treasurer
Joseph W. Kennedy                  (Principal Financial and
                                   Accounting Officer)


\s\ Edward G. Williams             Chairman of the Board              September 24, 2007
-------------------------------
Edward G. Williams


\s\ Richard F. Spencer             Vice Chairman of the Board         September 24, 2007
-------------------------------
Richard F. Spencer


\s\ David H. Condon                Director                           September 24, 2007
-------------------------------
David H. Condon

                                   Director
-------------------------------
Keith N. Congdon.


\s\ Anthony S. Conte, Jr.          Director                           September 24, 2007
-------------------------------
Anthony S. Conte, Jr.


\s\ Stephen L. Flynn               Director                           September 24, 2007
-------------------------------
Stephen L. Flynn


\s\ T. Louis Hamelin               Director                           September 24, 2007
-------------------------------
T. Louis Hamelin
</TABLE>


                                       38
<PAGE>

<TABLE>
<S>                                <C>                                <C>
\s\ Thomas L. Hamelin              Director                           September 24, 2007
-------------------------------
Thomas L. Hamelin


\s\ Calvin H. Pingree              Director                           September 24, 2007
-------------------------------
Calvin H. Pingree


\s\ Mary L. Williams               Director                           September 24, 2007
-------------------------------
Mary L. Williams
</TABLE>


                                       39