Exhibit 10.2

                             SPLIT-DOLLAR AGREEMENT

THIS AGREEMENT, made as of the 20th day of July, 2000, by and between Ipswich
Savings Bank, a Massachusetts savings bank (hereinafter referred to as the
"Employer"), and Francis Kenney of North Andover, Massachusetts (hereinafter
referred to as the "Employee").

WITNESSETH THAT:

WHEREAS, the Employee is employed by the Employer; and

WHEREAS, the Employer is desirous of retaining the services of the Employee and
of assisting the Employee in paying for life insurance on his own life; and

WHEREAS, the Employer has determined that this assistance can be provided under
a split dollar life insurance arrangement; and

WHEREAS, the Employee has applied for, and is the owner of the insurance policy
or policies listed in the attached schedule hereto, hereinafter referred to as
the "Policy"; and

WHEREAS, the Employer and the Employee agree to make the Policy subject to this
Agreement; and

WHEREAS, the Employee has assigned the Policy to the Employer as collateral for
amounts to be advanced by the Employer under this Agreement by an instrument of
assignment filed with the Insurer (hereinafter referred to as the "Assignment");

NOW, THEREFORE, in consideration of the promises and of the mutual covenants
herein contained, the Parties hereto hereby agree as follows:

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1.             The Parties hereto agree that the Policy shall be subject to the
               terms and conditions of this Agreement and of the Assignment
               filed with the Insurer relating to the Policy. The Employee shall
               be the sole and absolute owner of the Policy and may exercise all
               ownership rights granted to the owner thereof by the terms of the
               Policy, except as may be otherwise provided herein and in the
               Assignment.

2.             The premiums for the Policy in the annual amount of $10,000 will
               be paid by the Employer during the Employee's employment and for
               any period of time that it may have an obligation to provide
               continuing fringe benefits thereafter. The premiums will be
               allocated between the Employee and the Employer as follows. The
               Employee's share of the premium ("Employee's Share") shall be an
               amount equal to the value of the personal death benefit as
               determined under Internal Revenue Service Rules and shall be paid
               by the Employer as agent for the Employee and charged to the
               Employee as cash compensation. For all purposes, including the
               Assignment, the Employee's share shall be deemed cash
               compensation and not Employer paid premium. The remaining amount
               of the premium shall be deemed Employer paid premium and shall be
               allocated to the Employer ("Employer's Share").

3.             The Assignment shall not be terminated, altered or amended by the
               Employee without the express written consent of the Employer. The
               Parties hereto agree to take reasonable action to cause such
               Assignment to conform to the provisions of this Agreement.

4.             a. Except as otherwise provided herein, the Employee shall not
               sell, assign, transfer, borrow against, surrender or cancel the
               Policy without the express written consent of the Employer.
               Notwithstanding the foregoing, the Employee may, without the
               approval of the Board of Directors, change the beneficiary
               designation and borrow against or withdraw from the Policy the
               amount, if any, by which the cash surrender value of the Policy
               exceeds the Net Premium (as defined in Section 5.b.). However, if

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               Policy loan interest accruing on any such transaction would
               reduce the cash surrender value of the Policy below the Net
               Premium, Employee will pay such Policy loan interest in cash to
               the Insurer.

               b. The Employer shall not borrow against the Policy without the
               express written consent of the Employee.

               c. Upon the Employee's termination of employment, the Employee
               shall have the right to take any action with regard to the
               amount, if any, by which the cash surrender value of the Policy
               exceeds the Net Premium (as defined in Section 5.b.).

5.             a. Upon the death of the Employee, the Employer shall promptly
               take all action necessary to obtain its share of the death
               benefit collaterally assigned to it under the Policy.

               b. The Employer shall have the unqualified right to receive a
               portion of such death benefit equal to the "Net Premium" defined
               as the total amount of the premiums paid by the Employer
               hereunder less the Employee's Share ( i.e., the portion of such
               premium allocated to the Employee pursuant to paragraph 2 hereof)
               and less the amount, if any, paid by Employee to Employer
               pursuant to Section 8.a. hereunder. The balance of the death
               benefit provided under the Policy, if any, shall be paid directly
               by the Insurer to the beneficiary or beneficiaries and in the
               manner designated by the Employee. No amount shall be paid from
               such death benefit to the beneficiary or beneficiaries designated
               by the Employee until the Employer or Insurer acknowledges in
               writing that the full amount due to the Employer hereunder has
               been paid. The Parties hereto agree that the beneficiary
               designation provision of the Policy shall conform to the
               provisions hereof.

6.             The Employer shall not merge or consolidate into or with another
               organization, or reorganize, or sell substantially all of its
               assets to another organization, firm or person ("change in
               control") unless and until such succeeding or continuing

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               organization, firm or person agrees to assume and discharge the
               obligations of the Employer under this Agreement. Upon the
               occurrence of such event, the term "Employer" as used in this
               Agreement shall be deemed to refer to such successor or survivor
               organization.

7.             This Agreement shall terminate (a) upon the Employee's death and
               the payment of proceeds pursuant to Section 5 of this Agreement
               or (b) pursuant to Section 8.b. or 8.d. of this Agreement.

8.             a. If the Employee ceases to be employed by the Employer prior to
               age sixty-five (65), the Employer shall have the right to recover
               and the Employee shall pay to the Employer a portion of its
               cumulative Net Premium (but in no event more than the total cash
               surrender value of the Policy) forty (40) days following
               termination pursuant to the following schedule.

                       Date of Termination             Percent Recoverable
                       -------------------             -------------------
                       Before 10/2/2001                        75%

                       After 10/1/2001 and
                       Before 10/2/2002                        50%

                       After 10/1/202 and
                       Before 10/2/2003                        25%

                       After 10/2/2003                          0%

Any such payment will reduce the Employer's Net Premium for all purposes
hereunder, including without limitation the determination of Employer's portion
of the Death Benefit under the Policy.

               b. If the Employer terminates the Employee's employment for
               Cause, notwithstanding the foregoing Section 8.a., the Employer
               shall have the right to recover and the Employee shall pay 100%
               of the cumulative Net Premium (but in no event more than the
               total cash surrender value of the Policy) forty (40) days

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               following such termination. For purposes of this agreement,
               "Cause" shall mean (a) conviction of a crime associated with the
               Employer's business or, (b) determination by a vote of
               seventy-five (75) percent of the Employer's Board of Directors
               that the Employee has willfully failed to perform reasonably
               assigned tasks. Upon receipt of such payment, the Employer shall
               release the collateral assignment of the Policy, and anything in
               this Agreement to the contrary notwithstanding, this Agreement
               shall terminate.

               c. The Employer's right to recover a portion of the Net Premium
               pursuant to Section 8.a. shall terminate upon a change in control
               of the Employer.

               d. In lieu of paying the recoverable amount pursuant to Section
               8.a., the Employee may elect within thirty (30) days after the
               date of termination of his employment with the Employer for any
               reason to pay to the Employer an amount equal to 100% of its
               cumulative Net Premium, reduced by any outstanding indebtedness
               of the Employer to the Insurer that is secured by the policy and
               remains outstanding as of the date of such payment (including any
               interest due thereon). Upon receipt of such payment, the Employer
               shall release the collateral assignment of the Policy, and
               anything in this Agreement to the contrary notwithstanding, this
               Agreement shall terminate.

9.             The Parties hereto agree that this Agreement shall take
               precedence over any provisions of the Assignment. The Employer
               agrees not to exercise any right possessed by it under the
               Assignment except in conformity with this Agreement.

10.            This Agreement may not be amended, altered or modified except by
               a written instrument signed by both of the Parties hereto and may
               not be otherwise terminated except as provided herein.

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11.            This Agreement shall be binding upon and inure to the benefit of
               the Employer and its successors and assignees and the Employee
               and his successors, assignees, heirs, executors, administrators
               and beneficiaries.

12.            This Agreement, and the rights of the Parties hereunder, shall be
               governed by and construed in accordance with the laws of the
               Commonwealth of Massachusetts.

IN WITNESS WHEREOF, the Employer has caused this Agreement to be executed by its
officer thereunto duly authorized and the Employee has hereunto set his hand and
seal, all as of the day and year first above written.

                                                      Ipswich Savings Bank

/s/ Mariell Lyons                                  By:  /s/ David L. Grey
-----------------------------------                     ------------------
Witness                                                 Title:President

/s/ Mariell Lyons                                       /s/ Francis Kenney
-----------------------------------                     ------------------
Witness                                                 Francis Kenney



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                                   SCHEDULE A
                                  ------------


Insurance Carrier                     Policy No.        Face Amount
-----------------                     ----------        -----------


Jefferson Pilot                       506053581         $592,672



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