EXHIBIT 10.10

                             GEORGETOWN SAVINGS BANK
                           Change-in-Control Agreement


         THIS  CHANGE-IN-CONTROL  AGREEMENT (the  "Agreement") is made effective
this 19th day of January 2007 (the "Effective Date"), between Georgetown Savings
Bank,  a  federally   chartered  savings  bank  with  its  principal  office  in
Georgetown,  Massachusetts (the "Bank"),  and Charles R. Shediac  ("Executive").
For purposes of this  Agreement,  any  references  to the  "Company"  shall mean
Georgetown Bancorp, Inc., the stock holding company of the Bank.

                                   WITNESSETH

         WHEREAS,  Executive  has  accepted  employment  with  the  Bank  in the
position of Senior Vice President/Chief Loan Officer (the "Executive Position");

         WHEREAS,   the  Bank  desires  to  be  ensured  of  Executive's  active
participation in the business of the Bank; and

         WHEREAS,  in order to induce  Executive to accept  employment  with the
Bank and to provide  further  incentive to achieve the financial and performance
objectives of the Bank,  the parties  desire to specify the  severance  benefits
which shall be due Executive in the event that his  employment  with the Bank is
terminated  under  specified  circumstances  in  connection  with or following a
change in control of the Bank and/or the Company.

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

         1.  Definitions.  The following words and terms shall have the meanings
set forth below for the purposes of this Agreement:

         (a) Annual Base Salary.  Executive's "Base Salary" for purposes of this
             ------------------
Agreement  shall mean the base salary paid to  Executive  by the Bank (i) during
the calendar  year in which the Date of  Termination  occurs  (determined  on an
annualized basis), or (ii) the calendar year immediately  preceding the calendar
year in which the Date of Termination occurs, whichever is greater.

         (b) Cause. Termination of Executive's employment for "Cause" shall mean
             -----
termination  because  of  personal  dishonesty,  willful  misconduct,  breach of
fiduciary duty involving personal profit,  intentional failure to perform stated
duties,  willful  violation of any law, rule or  regulation  (other than traffic
violations or similar  offenses) or final  cease-and-desist  order.  Executive's
employment shall not be terminated for "Cause" in accordance with this paragraph
for any act or action  or  failure  to act which is  undertaken  or  omitted  in
accordance  with a  resolution  of the  Bank's  board of  directors  ("Board  of
Directors") or upon advice of the Bank's counsel.

         (c)  Change in  Control.  "Change  in  Control"  shall mean a change in
              ------------------
control of a nature that:

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

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

         (iii)  without  limitation  such a Change in Control shall be deemed to
have  occurred at such time as (a) any "person" (as the term is used in Sections
13(d) and 14(d) of the Exchange  Act) is or becomes the  "beneficial  owner" (as
defined in Rule 13d-3  under the  Exchange  Act),  directly  or  indirectly,  of
securities of the Company  representing 25% or more of the combined voting power
of Company's  outstanding  securities except for any securities purchased by the
Bank's employee stock ownership plan or trust; or (b) individuals who constitute
the Board on the date hereof  (the  "Incumbent  Board")  cease for any reason to
constitute  at least a majority  thereof,  provided  that any person  becoming a
director  subsequent to the date hereof whose election was approved by a vote of
at least  three-quarters  of the directors  comprising the Incumbent  Board,  or
whose nomination for election by the Company's  stockholders was approved by the
same  Nominating  Committee  serving  under an  Incumbent  Board,  shall be, for
purposes  of this  clause  (b),  considered  as  though  he were a member of the
Incumbent Board; or (c) a plan of reorganization, merger, consolidation, sale of
all or  substantially  all the  assets  of the Bank or the  Company  or  similar
transaction  in  which  the Bank or  Company  is not the  surviving  institution
occurs;  or  (d) a  proxy  statement  is  distributed  soliciting  proxies  from
stockholders of the Company, by someone other than the current management of the
Company,  seeking  stockholder  approval of a plan of reorganization,  merger or
consolidation   of  the  Company  or  similar   transaction  with  one  or  more
corporations,  as a result  of which  the  outstanding  shares  of the  class of
securities  then subject to the Plan are exchanged for or converted into cash or
property or securities not issued by the Company;  or (e) a tender offer is made
for 25% or more of the voting  securities  of the Company  and the  shareholders
owning  beneficially or of record 25% or more of the  outstanding  securities of
the  Company  have  tendered  or offered to sell their  shares  pursuant to such
tender offer and such tendered  shares have been accepted by the tender offeror.
Notwithstanding anything in this subsection to the contrary, a Change in Control
shall not be deemed to have occurred upon the conversion of the Company's mutual
holding company parent to stock form, or in connection  with any  reorganization
used to effect such a conversion.

         (d) Code.  "Code"  shall mean the  Internal  Revenue  Code of 1986,  as
             ----
amended.

         (e)  Date of  Termination.  "Date  of  Termination"  shall  mean (i) if
              --------------------
Executive's  employment is terminated for Cause, the date on which the Notice of
Termination is given,  and (ii) if Executive's  employment is terminated for any
other reason, the date specified in the Notice of Termination.

         (f) Good Reason. Termination by Executive of Executive's employment for
             -----------
"Good Reason" shall mean termination by Executive  following a Change in Control
based on:

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

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

         (iii) a substantial  and material  reduction in Annual  Compensation or
fringe benefits of Executive from those being provided  immediately prior to the
Change in Control  (except for any  reduction  that is part of an  employee-wide
reduction in pay or benefits);

         (iv) a liquidation or dissolution of the Bank;

         (v) material breach of this Agreement by the Bank; or

         (vi) a relocation of Executives principal place of employment more than
twenty  five (25) miles  from its  location  immediately  prior to the Change in
Control.


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         (g) Notice of  Termination.  Any purported  termination  of Executive's
             ----------------------
employment in  connection  with or following a Change in Control for any reason,
including  without  limitation  for  Cause,  or by  Executive  for  any  reason,
including  without  limitation  due to Retirement  or for Good Reason,  shall be
communicated by written  "Notice of Termination" to the other party hereto.  For
purposes of this Agreement,  a "Notice of Termination" shall mean a dated notice
which (i) indicates the specific reasons for termination, (ii) in the event of a
termination  for Good  Reason  sets  forth in  reasonable  detail  the facts and
circumstances  claimed  to  provide  a  basis  for  termination  of  Executive's
employment,  and (iii) specifies a Date of Termination,  which shall be not less
than thirty (30) nor more than ninety (90) days after such Notice of Termination
is given, except in the case of the Bank's termination of Executive's employment
for Cause, which shall be effective immediately; and (iv) is given in the manner
specified in Section 11 hereof.

         (h)  Retirement.  "Retirement"  shall mean  termination  of Executive's
              ----------
employment at age 65 or in accordance  with any  retirement  policy  established
with Executive's consent with respect to him. Upon termination of Executive upon
Retirement,  no amounts or benefits shall be due Executive under this Agreement,
and Executive shall be entitled to all benefits under any retirement plan of the
Bank and other plans to which Executive is a party.

         (i)   Separation   from  Service.   "Separation   from  Service"  means
               --------------------------
Executive's death, Retirement, or other termination of employment by the Bank.

         No  Separation  from  Service  shall be deemed to occur due to military
leave,  sick  leave or other  bona fide  leave of  absence if the period of such
leave does not exceed six months or, if longer,  so long as Executive's right to
reemployment is provided by law or contract. If the leave exceeds six months and
Executive's  right to reemployment  is not provided by law or by contract,  then
Executive  shall have a Separation  from  Service on the first date  immediately
following such six-month period.

         Executive  shall not be treated as having a Separation  from Service if
Executive  provides  more than  insignificant  services  for the Bank  following
Executive's  actual  or  purported  termination  of  employment  with the  Bank.
Services  shall be  treated  as more than  insignificant  if such  services  are
performed  at an  annual  rate  that is at least  equal  to 20% of the  services
rendered  by the  Executive  for the Bank,  on average,  during the  immediately
preceding  three full  calendar  years of  employment  (or if employed less than
three years, such shorter period of employment) and the annual base compensation
for such  services  is at least equal to 20% of the  average  base  compensation
earned during the final three full calendar  years of employment (or if employed
less than three years, such shorter period of employment).

         Where Executive continues to provide services to a previous employer in
a capacity  other than as an  employee,  a  Separation  from Service will not be
deemed to have  occurred if Executive  is  providing  services at an annual rate
that is 50% or more of the services rendered,  on average,  during the immediate
preceding  three full  calendar  years of  employment  (or if employed less than
three  years,  such lesser  period) and the annual  base  compensation  for such
services is 50% or more of the annual base compensation  earned during the final
three full calendar years of employment (or if less, such lesser period).

         (j) Specified  Employee.  "Specified  Employee" means a key employee of
             -------------------
the Bank within the meaning of Code Section 416(i) without regard to paragraph 5
thereof,  determined  in  accordance  with Code Section 409A and any proposed or
final regulations promulgated thereunder.

         2. Term of Agreement.  The term of this  Agreement  shall be for twelve
(12)  months,  commencing  on  the  Effective  Date.  Commencing  on  the  first
anniversary of the Effective  Date, and on each annual  anniversary  thereafter,
the term of this Agreement shall  automatically  extend for an additional twelve
(12)  months,  unless

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the Board of Directors of the Bank gives  notice in  accordance  with Section 11
hereof of a determination not to extend the term of this Agreement. Such written
notice of the  election  not to extend  must be given not less than  thirty (30)
days prior to any such  anniversary  date and such termination of this Agreement
shall take effect 12 months from such anniversary date. References herein to the
term of this  Agreement  shall  refer both to the  initial  term and  successive
terms.

         3. Benefits Upon Termination.  If Executive's employment by the Bank is
terminated  subsequent  to a  Change  in  Control  and  during  the term of this
Agreement by (i) the Bank for any reason other than Cause, or Executive's  death
or (ii) Executive for Good Reason, then the Bank shall:

         (a) pay to Executive,  in a lump sum as of the Date of  Termination,  a
cash severance amount equal to one (1) times Executive's Annual Base Salary, and

         (b) provide, at the Bank's expense,  coverage of Executive (and family,
if applicable) under all life,  medical and dental insurance offered by the Bank
in which Executive  participated  immediately  prior to the Date of Termination,
except to the extent such coverage may be changed in its application to all Bank
employees.  Such coverage  shall cease twelve (12) months  following the Date of
Termination.  In the alternative,  the Bank shall pay to Executive a cash amount
equal to Executive's  cost of obtaining  such benefits on his own,  adjusted for
any federal or state income taxes Executive has to pay on the cash amount.

         (c)  Notwithstanding  any provision to the contrary herein,  and to the
extent  necessary to comply with Code Section  409A, if  applicable,  no payment
shall  be made to  Executive  pursuant  to this  Agreement  until  such  time as
Executive has a Separation  from Service.  Further,  if Executive is a Specified
Employee as of the Date of Termination, and if required by Code Section 409A, no
payments  will be made to  Executive  hereunder  prior to the  first  day of the
seventh month following his Separation from Service.

         4. Limitation of Benefits under Certain Circumstances.  If the payments
and benefits  pursuant to Section 3 hereof,  either alone or together with other
payments and benefits  which  Executive  has the right to receive from the Bank,
would  constitute  a "parachute  payment"  under  Section 280G of the Code,  the
payments and benefits  payable by the Bank pursuant to Section 3 hereof shall be
reduced, in the manner determined by Executive,  by the amount, if any, which is
the  minimum  necessary  to result in no portion of the  payments  and  benefits
payable by the Bank under Section 3 being non-deductible to the Bank pursuant to
Section  280G of the Code and  subject to the excise tax imposed  under  Section
4999 of the  Code.  The  determination  of any  reduction  in the  payments  and
benefits  to be made  pursuant  to Section 3 shall be based upon the  opinion of
independent  counsel selected by the Bank's  independent  public accountants and
paid by the Bank.  Such counsel shall prepare the foregoing  opinion in no event
later  than  thirty  (30)  days  from the Date of  Termination,  and may use any
actuaries as such counsel deems necessary or advisable. Nothing contained herein
shall result in a reduction of any payments or benefits to which  Executive  may
be entitled upon termination of employment under any circumstances other than as
specified  in this  Section  4, or a  reduction  in the  payments  and  benefits
specified in Section 3 below zero.

         5. No Mitigation; Exclusivity of Benefits.

         (a)  Executive  shall not be  required  to  mitigate  the amount of any
benefits  hereunder by seeking  other  employment  or  otherwise.  The amount of
severance to be provided pursuant to Section 3(a) hereof shall not be reduced by
any  compensation  earned by  Executive  as a result of  employment  by  another
employer after the Date of Termination or otherwise.

         (b) The specific arrangements referred to herein are in addition to and
not intended to exclude any other  benefits  which may be available to Executive
upon a  termination  of employment  with the Bank  pursuant to employee  benefit
plans of the Bank or otherwise.

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         6. Withholding.  All payments required to be made by the Bank hereunder
to  Executive  shall be  subject to the  withholding  of such  amounts,  if any,
relating  to tax  and  other  payroll  deductions  as the  Bank  may  reasonably
determine should be withheld pursuant to any applicable law or regulation.

         7. Nature of Employment and Obligations.

         (a) Nothing  contained  herein  shall be deemed to create  other than a
terminable at will employment  relationship between the Bank and Executive,  and
the Bank may terminate Executive's  employment at any time, subject to providing
any payments specified herein in accordance with the terms hereof.

         (b) Nothing contained herein shall create or require the Bank to create
a trust of any kind to fund any benefits which may be payable hereunder,  and to
the extent that  Executive  acquires a right to receive  benefits  from the Bank
hereunder,  such  right  shall be no  greater  than the  right of any  unsecured
general creditor of the Bank.

         8. Source of  Payments.  It is intended by the parties  hereto that all
payments  provided  in this  Agreement  shall be paid in cash or check  from the
general funds of the Bank.

         9. No Attachment.

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

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

         10.  Assignability.  The Bank may assign this  Agreement and its rights
and obligations hereunder in whole, but not in part, to any corporation, bank or
other entity with or into which the Bank may hereafter  merge or  consolidate or
to which the Bank may transfer all or substantially all of its assets, if in any
such case said  corporation,  bank or other  entity  shall  expressly in writing
assume  all  obligations  of the  Bank  hereunder  as  fully  as if it had  been
originally made a party hereto,  but may not otherwise  assign this Agreement or
their rights and obligations hereunder. The Executive may not assign or transfer
this Agreement or any rights or obligations hereunder.

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



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

                  To Executive:            Charles R. Shediac
                                           33 Sleeper Street, Suite 505
                                           Boston, MA 02210

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12. Amendment;  Waiver. No provisions of this Agreement may be modified,  waived
or  discharged  unless such  waiver,  modification  or discharge is agreed to in
writing  and  signed  by  Executive  and  such  officer  or  officers  as may be
specifically  designated by the Board of Directors of the Bank to sign on behalf
of the Board of  Directors.  No  waiver  by any party  hereto at any time of any
breach by any other  party  hereto of, or  compliance  with,  any  condition  or
provision of this  Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time.

13. Governing Law. The validity, interpretation, construction and performance of
this  Agreement   shall  be  governed  by  the  laws  of  the   Commonwealth  of
Massachusetts.

14. Headings. The section headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or  interpretation  of
this Agreement.

15.  Validity.  The  invalidity  or  unenforceability  of any  provision of this
Agreement  shall  not  affect  the  validity  or  enforceability  of  any  other
provisions of this Agreement, which shall remain in full force and effect.

16.  Counterparts.  This Agreement may be executed in one or more  counterparts,
each of which shall be deemed to be an original but all of which  together  will
constitute one and the same instrument.

17. Miscellaneous Provisions.

   (a)   This  Agreement  does not create any obligation on the part of the Bank
         to make payments to (or to employ) Executive unless a Change in Control
         of the Bank or the Company shall have  occurred.  Following a Change in
         Control,  Executive's employment may be terminated at any time, but any
         termination,  other than  termination  for Cause,  shall not  prejudice
         Executive's   right  to  compensation  or  other  benefits  under  this
         Agreement.   The  Executive   shall  not  have  the  right  to  receive
         compensation  or other  benefits for any period after  termination  for
         Cause as defined in Section 1(b) hereof.

   (b)   The Bank's Board may terminate Executive's  employment at any time, but
         any termination by the Bank's Board other than termination for Cause as
         defined in Section 1(b) hereof shall not prejudice Executive's right to
         compensation  or other benefits under this  Agreement.  Executive shall
         have no right to receive  compensation or other benefits for any period
         after termination for Cause.

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

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

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

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

   (g)   Notwithstanding  any other provision of this Agreement to the contrary,
         any  payments  made  to  Executive  pursuant  to  this  Agreement,   or
         otherwise,  are subject to and conditioned  upon their  compliance with
         Section 18(k) of the FDIA (12 U.S.C.  ss.  1828(k)) and the regulations
         promulgated thereunder, including 12 C.F.R. Part 359.

18.  Reinstatement  of Benefits Under Section 17(g).  In the event  Executive is
suspended and/or temporarily prohibited from participating in the conduct of the
Bank's  affairs by a notice  described in Section  17(c)  hereof (the  "Notice")
during the term of this  Agreement and a Change in Control,  as defined  herein,
occurs,  the Bank  will  assume  its  obligation  to pay and  Executive  will be
entitled to receive all of the termination benefits provided for under Section 3
of this  Agreement  upon the  Bank's  receipt of a  dismissal  of charges in the
Notice.

19. Arbitration.  Any dispute or controversy arising under or in connection with
this Agreement shall be settled  exclusively by arbitration,  conducted before a
panel of three  arbitrators  sitting in a location  selected  by the Bank within
fifty (50) miles from the location of the Bank's main office, in accordance with
the rules of the American Arbitration  Association then in effect.  Judgment may
be entered on the arbitrator's award in any court having jurisdiction; provided,
however,  that Executive  shall be entitled to seek specific  performance of his
right to be paid  until  the Date of  Termination  during  the  pendency  of any
dispute or controversy arising under or in connection with this Agreement, other
than in the case of a termination for Cause.

20. Payment of Costs and Legal Fees. All reasonable costs and legal fees paid or
incurred by  Executive  pursuant  to any  dispute or question of  interpretation
relating to this Agreement  shall be paid or reimbursed by the Bank if Executive
is  successful  on the  merits  pursuant  to a legal  judgment,  arbitration  or
settlement.

21. Confidentiality. Executive recognizes and acknowledges that the knowledge of
the  business  activities  and plans  for  business  activities  of the Bank and
affiliates  thereof,  as it may exist from time to time, is a valuable,  special
and unique  asset of the  business of the Bank.  Executive  will not,  during or
after the term of his employment,  disclose any knowledge of the past,  present,
planned or considered  business  activities of the Bank or affiliates thereof to
any  person,  firm,  corporation,  or other  entity  for any  reason or  purpose
whatsoever  (except for such disclosure as may be required to be provided to the
Office of Thrift  Supervision,  the Federal Deposit  Insurance  Corporation,  or
other bank  regulatory  agency with  jurisdiction  over the Bank or  Executive).
Notwithstanding the foregoing,  Executive may disclose any knowledge of banking,
financial and/or economic principles, concepts or ideas which are not solely and
exclusively  derived from the business  plans and  activities of the Bank or its
affiliates, and Executive may disclose any information regarding the Bank or its
affiliates which is otherwise publicly available or which Executive is otherwise
legally  compelled  to  disclose.  In the event of a breach by  Executive of the
provisions of this Section 21, the Bank or its affiliates will be entitled to an
injunction  restraining  Executive  from  disclosing,  in whole or in part,  the
knowledge of the past, present, planned or considered business activities of the
Bank or affiliates thereof, or from rendering any services to any person,  firm,
corporation,  other entity to whom such knowledge, in whole or in part, has been
disclosed or is threatened to be disclosed.  Nothing herein will be construed as
prohibiting  the  Bank  or its  affiliates  from  pursuing  any  other  remedies
available to the Bank or its  affiliates  for such breach or threatened  breach,
including the recovery of damages from Executive.

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22. Entire Agreement.  This Agreement  embodies the entire agreement between the
Bank and  Executive  with  respect to the  matters  agreed to herein.  All prior
agreements  between the Bank and Executive with respect to the matters agreed to
herein are hereby superseded and shall have no force or effect, except that this
Agreement  shall not affect or operate  to reduce  any  benefit or  compensation
inuring  to  Executive  of a kind  elsewhere  provided.  No  provision  of  this
Agreement  shall be  interpreted  to mean that Executive is subject to receiving
fewer benefits than those available to him without reference to this Agreement.

         IN WITNESS  WHEREOF,  this  Agreement is made  effective as of the date
first above written.



                                           GEORGETOWN SAVINGS BANK
Attest:



         /s/ Wendy Girroir                 By:      /s/ Robert E. Balletto
------------------------------------           ---------------------------------
Wendy Girroir                                  Robert E. Balletto, President/CEO


Attest:                                    EXECUTIVE


         /s/ Wendy Girroir                 By:      /s/ Charles R. Shediac
------------------------------------           ---------------------------------
Wendy Girroir                                  Charles R. Shediac, SVP/CLO


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