SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K

[X]  ANNUAL  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT  OF  1934

                    FOR THE FISCAL YEAR ENDED JUNE 30, 2009

                                       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.
                 ----------------------------------------------
              (Exact name of registrant as specified 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
                -----------------------------------------------
                (Registrant'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)

Indicate  by  check  mark  if the registrant is a well known seasoned issuer, as
defined  in  Rule  405  of  the  Securities  Act.
Yes  [ ]  No  [X]

Indicate  by  check  mark  if  the  registrant  is  not required to file reports
pursuant  to  Section  13  or  Section  15  (d)  of  the  Act.  Yes  [ ] No [X]

Indicate  by  check mark if the registrant: (1) filed all reports required to be
filed  by  Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to  file  reports)  and (2) has been subject to such filing requirements for the
past  90  days.  Yes  [X]  No  [ ]

Indicate  by  check mark if disclosure of delinquent filers pursuant to Item 405
of  Regulation  S-K  is  not contained herein, and will not be contained, to the
best  of  the  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in  Part  III  of  the Form 10-K or any
amendment  to  this  Form  10-K.  Yes  [X]     No  [ ]

Indicate  by  check mark whether the registrant has submitted electronically and
posted  on  its corporate Web site, if any, every Interactive Data File required
to  be  submitted  and  posted pursuant to Rule 405 of Regulation S-T during the
preceding 12 months (or for such shorter period that the registrant was required
to  submit  and  post  such  files).  Yes  [ ]  No  [ ]

Indicate  by  check mark whether the registrant is a large accelerated filer, an
accelerated  filer, a non-accelerated filer, or a smaller reporting company. See
the  definitions  of "large accelerated filer", "accelerated filer" and "smaller
reporting  company"  in  Rule  12b-2  of  the  Exchange  Act.  (Check  one)

Large  Accelerated  Filer  [ ]  Accelerated Filer [ ] Non-Accelerated Filer [ ]
Smaller  Reporting  Company  [X]

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


<PAGE>
As of September 25, 2009, there were 2,638,387 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 December 31, 2008 was $3.7 million.

                      DOCUMENTS INCORPORATED BY REFERENCE

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

2.     Proxy  Statement  for  the 2009 Annual Meeting of Stockholders (Part III)


<PAGE>
                            GEORGETOWN BANCORP, INC.
                           ANNUAL REPORT ON FORM 10-K
                           FOR THE FISCAL YEAR ENDED
                                 JUNE 30, 2009


                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
ITEM                                PART I                                  PAGE
<S>      <C>                                                                <C>
1        BUSINESS                                                              1
1A       RISK FACTORS                                                         37
1B       UNRESOLVED STAFF COMMENTS                                            37
2        PROPERTIES                                                           37
3        LEGAL PROCEEDINGS                                                    37
4        SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                  37

                                    PART II

5        MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED
         STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES        38
6        SELECTED FINANCIAL DATA                                              38
7        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS                                                38
7A       QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK           39
8        FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                          39
9        CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
         AND FINANCIAL DISCLOSURE                                             39
9A(T)    CONTROLS AND PROCEDURES                                              39
9B       OTHER INFORMATION                                                    40

                                    PART III

10       DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE              40
11       EXECUTIVE COMPENSATION                                               40
12       SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
         AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS                       40
13       CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
         DIRECTOR INDEPENDENCE                                                40
14       PRINCIPAL ACCOUNTING FEES AND SERVICES                               40

                                    PART IV

15       EXHIBITS AND FINANCIAL STATEMENT SCHEDULES                           41

         SIGNATURES                                                           43

         Exhibit 13     Annual Report to Shareholders
         Exhibit 31.1   Certificate of Chief Executive Officer Pursuant  to
                        Section 302 of the Sarbanes-Oxley Act of 2002
         Exhibit 31.2   Certificate of Chief Financial Officer Pursuant to
                        Section 302 of the Sarbanes-Oxley Act of 2002
         Exhibit 32.1   Certificate of Chief Executive Officer and
                        Chief Financial Officer Pursuant to
                        Section 906 of the Sarbanes-Oxley Act of 2002
</TABLE>


<PAGE>
                                     PART I

ITEM 1.     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  primarily  in  Essex  County, Massachusetts and investing those
deposits,  together  with  funds  generated  from  operations,  primarily  in
one-to-four  family residential mortgage loans, multi-family and commercial real
estate  loans,  construction  loans,  home  equity  loans  and  lines of credit,
commercial  loans, consumer loans, in the eastern Massachusetts and southern New
Hampshire  regions, as well as investing in investment securities. The Company's
strategic  plan  includes  a  greater emphasis on developing commercial business
activities,  both deposit and lending customer relationships. The strategic plan
also  calls  for  the  development  of  a  mortgage banking operation, which was
started  during  fiscal  2009.

     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.


                                        1
<PAGE>
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 generally within our
primary  lending  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:

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

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

  -  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.

     The  United  States'  economy  entered a recession in the fourth quarter of
2007.  Throughout  the course of 2008 and in the first quarter of 2009, economic
conditions  continued  to  worsen,  due  in  large  part to the fallout from the
collapse  of the sub-prime mortgage market. While we did not originate or invest
in sub-prime mortgages, our lending business is tied, in large part, to the real
estate  market,  which has been dramatically weakened by the recession. Although
most  of  our  lending  is located in the eastern Massachusetts and southern New
Hampshire  markets,  which  we  believe have been less adversely affected by the
recession  than some other areas of the country, we remain vulnerable to adverse
changes  in  the  real  estate  market.

     The Federal Deposit Insurance Corporation ("FDIC") has imposed an emergency
assessment  on  financial  institutions,  which decreased our earnings in fiscal
2009.  In  addition,  new  obligations  assumed by the FDIC may result in higher
premiums  in  the  future.  On May 22, 2009, the FDIC adopted a one-time special
assessment  of  5  basis  points  on  each FDIC-insured depository institution's
assets  minus its Tier 1 capital as of June 30, 2009. This special assessment is
payable by September 30, 2009 and resulted in additional non-interest expense of
$93,000  based on our assets and Tier 1 capital as of March 31, 2009. The amount
was  fully  accrued in the period ended June 30, 2009. In addition, the FDIC may
assess  additional  special  premiums  in  the  future.

     The  FDIC  has  assumed  significant additional obligations during the last
several  years  as  a  result  of  (i) a significant increase in bank and thrift
failures, (ii) an increase in obligations assumed in assisted mergers, (iii) the
implementation  of  the Temporary Liquidity Guarantee Program, (iv) the increase
in  the  deposit  insurance  maximum  to $250,000 and (v) the FDIC's new role in
guaranteeing financing in the U.S. Treasury's Public-Private Investment Program.
To  finance  these  new  obligations, Congress has recently increased the FDIC's
authority  to  borrow  from  the  U.S.  Treasury to $100 billion. Many observers
believe  the  FDIC  will  need  to  revise  its  regular assessment rates and/or
implement  additional  special  assessments  in  order  to pay for this. In this
regard,  the  FDIC has already changed its special assessment base from deposits
to  assets,  which  is  expected to result in an increase in our FDIC assessment
since  we finance our operations through Federal Home Loan Bank advances as well
as  deposits.

     The  U.S. Treasury Department recently released a legislative proposal that
would  implement  sweeping changes to the current bank regulatory structure. The
proposal  would  create  a  new  federal  banking  regulator,  the National Bank
Supervisor, and merge our current primary federal regulator, the OTS, as well as
the Office of the Comptroller of the Currency (the primary federal regulator for
national  banks)  into  this new federal bank regulator. The proposal would also
eliminate  federal  savings  associations  and  require  all  federal  savings
associations,  such  as  Georgetown Savings Bank, to elect, within six months of
the  effective  date  of  the  legislation,  to  convert  to  either  a


                                        2
<PAGE>
national  bank,  state  bank  or  state  savings  association. A federal savings
association  that  does  not  make  the  election would, by operation of law, be
converted  into  a  national  bank  within  one  year  of the effect date of the
legislation.

     If  Georgetown  Savings  Bank  is  required  to convert to a national bank,
Georgetown  Bancorp,  MHC and Georgetown Bancorp, Inc. would become bank holding
companies  subject  to  supervision  by  the  Board  of Governors of the Federal
Reserve  System  (the  "Federal  Reserve")  as  opposed  to the OTS. The Federal
Reserve  has  historically looked to OTS regulations in its regulation of mutual
holding  companies  and  processing  of  mutual  holding  company  applications;
however,  it  is  not  obligated  to  follow such regulations. One important OTS
regulation  that  the  Federal Reserve does not follow relates to the ability of
mutual  holding  companies  to  waive  the  receipt of dividends declared on the
common  stock of their stock holding company or savings bank subsidiaries. While
OTS  regulations  permit  mutual  holding  companies  to  waive  the  receipt of
dividends,  subject  to  filing  a  notice  with  the  OTS  and  receiving  its
non-objection,  the  Federal  Reserve's  current  policy  is  to prohibit mutual
holding  companies  from  waiving  the  receipt  of  dividends  so  long  as the
subsidiary  savings  bank is well capitalized. Moreover, OTS regulations provide
that it will not take into account the amount of waived dividends in determining
an appropriate exchange ratio for minority shares in the event of the conversion
of a mutual holding company to stock form. If the OTS is eliminated, the Federal
Reserve  becomes  the  exclusive  regulator of mutual holding companies, and the
Federal  Reserve retains its current policy regarding dividend waivers by mutual
holding  companies,  Georgetown Bancorp, MHC would not be permitted to waive the
receipt  of  dividends  declared  by Georgetown Bancorp, Inc. This would have an
adverse  impact  on our ability to pay dividends and, consequently, the value of
our  common  stock. While management believes that there are several reasons why
the  Federal  Reserve's  policy  should  change  to  conform  to  current  OTS
regulations,  we  cannot  assure  you  that  this  would  occur.

     We  own  common  stock  of  the  Federal  Home  Loan Bank of Boston. We are
required  to  hold  this stock in order to qualify for membership in the Federal
Home  Loan Bank System and to be eligible to borrow funds under the Federal Home
Loan  Bank  of  Boston's advance program. The aggregate cost of our Federal Home
Loan  Bank  of Boston common stock as of June 30, 2009 was $3.1 million based on
its  par  value.  There  is  no  market for our Federal Home Loan Bank of Boston
common  stock.

     Recent  published  reports  indicate that several banks in the Federal Home
Loan  Bank  System  may  be  subject to asset quality and other risks that could
adversely  affect  its  regulatory capital level. In an extreme situation, it is
possible  that  the  capital  of  the  Federal Home Loan Bank of Boston could be
substantially  diminished  or  reduced  to  zero.  This would have a significant
adverse impact on our liquidity as we have relied on borrowings from the FHLB of
Boston  to  fund  a  portion  of  our  operations  and as a source of liquidity.
Consequently,  we  believe  that  there is a risk that our investment in Federal
Home  Loan  Bank  of  Boston  common stock could be impaired at some time in the
future, and if this occurs, it would cause our earnings and stockholders' equity
to  decrease  by  the  amount  of  the  impairment  charge.

     On  February  26, 2009, the Federal Home Loan Bank of Boston reported a net
annual  loss  of  $73.2  million.  The  loss  was  primarily  due  to  an
other-than-temporary  impairment  charge  of $339.1 million on its private-label
mortgage  backed  securities  portfolio.  The  Federal  Home Loan Bank of Boston
believes  that  it  will  recover a substantial portion of the impairment losses
over  time and expects to hold the securities until maturity. As a result of the
loss, the Federal Home Loan Bank of Boston also announced that the dividend paid
on its common stock has been suspended indefinitely. We believe that the payment
of  any  dividends  in  fiscal 2010 is unlikely. The continued suspension of the
dividends  will  decrease  our  income. Consequently, we believe that there is a
risk  that our investment in Federal Home Loan Bank of Boston common stock could
be deemed other-than-temporarily impaired at some time in the future and if this
occurs,  it would cause our earnings and stockholders' equity to decrease by the
after-tax  amount of the impairment charge. We have been notified by the Federal
Home  Loan Bank of Boston that future dividend levels may be different from past
levels,  and  a  reduction  or  elimination  of  the  dividend  would reduce our
earnings.

     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.


                                        3
<PAGE>
     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. 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
primary market area is principally located in eastern Massachusetts and 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.

     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.  The  Company has already experienced a significant increase in
FDIC  insurance  premiums  as  a  result  of  economic factors, resulting in the
reduction  of  the insurance fund. The Company expects further increases in FDIC
insurance  premiums.  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


                                        4
<PAGE>
Congress  could  have  a  material  adverse  effect  on  our business, financial
condition,  results  of  operations  and  cash  flows.

     Competition  in  our primary market areas 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. through 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 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 for
deposit  products  and  the  eastern  Massachusetts  and  southern New Hampshire
regions  for  lending  products.

     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  primary  deposit  market area is based on a mixture of service,
manufacturing,  wholesale/retail  trade,  and  state  and  local government. The
primary  deposit  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 primary
deposit  market  area  and  the  intensity  of  the  competitive environment for
financial services. The eastern Massachusetts and southern New Hampshire regions
have  similar  characteristics  as  Essex  County.

COMPETITION

     We  face  intense competition within our primary market area both in making
loans  and attracting deposits. Our primary market area has a high concentration
of  financial  institutions  including  large  money  center  and  regional


                                        5
<PAGE>
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. We have been successful in executing
this  part  of our strategic plan, as total commercial loans were 26.3% of total
loans  as of June 30, 2009, compared to 19.0% as of June 30, 2008. In accordance
with  the  strategic  plan  initiative  of the development of a mortgage banking
operation,  the Company sold $11.7 million in residential loans in the secondary
market  generating  $214,000 in non-interest income. We expect to have a greater
emphasis  in  this  activity  in the future. One-to-four family residential real
estate  mortgage  loans  represented  $82.1  million, or 49.7% of our total loan
portfolio at June 30, 2009, compared to 59.4% as of June 30, 2008. We also offer
construction  loans,  home  equity  loans  and  lines  of credit and to a lesser
extent,  consumer  loans.  At  June  30,  2009, construction loans totaled $22.7
million,  or  13.7%  of  our  loan  portfolio and home equity loans and lines of
credit  totaled $16.6 million, or 10.1% 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, 2009, such loans
totaled  $328,000,  or  0.2%  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.


                                        6
<PAGE>
<TABLE>
<CAPTION>
                                                                      At June 30,
                       -------------------------------------------------------------------------------------------------------
                               2009                 2008                 2007                 2006                 2005
                       -------------------  -------------------  -------------------  -------------------  -------------------
                        Amount     Percent   Amount     Percent   Amount     Percent   Amount     Percent   Amount     Percent
                       ---------  --------  ---------  --------  ---------  --------  ---------  --------  ---------  --------
                                                                (Dollars in thousands)
<S>                    <C>        <C>       <C>        <C>       <C>        <C>       <C>        <C>       <C>        <C>
Residential loans:
  One-to-four family   $ 82,140     49.73%  $ 88,992     59.35%  $ 93,806     72.97%  $ 94,417     72.84%  $ 87,214     75.50%
  Home equity loans
  and lines of credit    16,592     10.05     11,565      7.71     10,304      8.01     10,614      8.19      8,589      7.43
                       ---------  --------  ---------  --------  ---------  --------  ---------  --------  ---------  --------
Total residential
mortgage loans           98,732     59.78    100,557     67.06    104,110     80.98    105,031     81.03     95,803     82.93

Commercial loans:
  One-to-four
  family real estate      4,795      2.90      1,953      1.30          -         -          -         -          -         -
  Multi-family
  real estate             8,226      4.98      3,601      2.40        975      0.76          -         -          -         -
  Non-residential
  real estate            22,015     13.33     17,380     11.59     13,581     10.56     11,891      9.17      9,847      8.52
  Commercial              8,389      5.08      5,607      3.74      2,157      1.68      1,486      1.15      1,510      1.31
                       ---------  --------  ---------  --------  ---------  --------  ---------  --------  ---------  --------
Total
commercial loans         43,425     26.29     28,541     19.03     16,713     13.00     13,377     10.32     11,357      9.83

Construction loans:
  One-to-four family     13,327      8.07     11,210      7.47      2,589      2.01      9,411      7.26      7,304      6.32
  Multi-family            2,786      1.69      7,293      4.86      2,833      2.20          -         -          -         -
  Non-residential         6,552      3.97      1,883      1.26      1,565      1.22      1,179      0.91        690      0.60
                       ---------  --------  ---------  --------  ---------  --------  ---------  --------  ---------  --------
Total
construction loans       22,665     13.73     20,386     13.59      6,987      5.43     10,590      8.17      7,994      6.92

Consumer                    328      0.20        486      0.32        763      0.59        617      0.48        372      0.32
                       ---------  --------  ---------  --------  ---------  --------  ---------  --------  ---------  --------

Total loans             165,150    100.00%   149,970    100.00%   128,573    100.00%   129,615    100.00%   115,526    100.00%
                                  ========             ========             ========             ========             ========

Other items:
Net deferred
loan costs                  130                  151                  165                  179                  137
Allowance for
loan losses              (1,455)              (1,212)              (1,079)              (1,016)                (882)
                       ---------            ---------            ---------            ---------            ---------

Total loans, net       $163,825             $148,909             $127,659             $128,778             $114,781
                       =========            =========            =========            =========            =========
</TABLE>


                                        7
<PAGE>
     LOAN  PORTFOLIO  MATURITIES  AND YIELDS. The following table summarizes the
scheduled repayments of our loan portfolio at June 30, 2009. 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>
                           Residential                                              Commercial
            ------------------------------------------  -----------------------------------------------------------------
                                    Home Equity Loans
                                           and
             One-to-four family      Lines of Credit     One-to-four family        Multi-family         Non-residential
            --------------------  --------------------  --------------------  ---------------------  --------------------
                       Weighted              Weighted              Weighted               Weighted              Weighted
                        Average               Average               Average               Average                Average
             Amount      Rate      Amount      Rate      Amount      Rate      Amount       Rate      Amount      Rate
            ---------  ---------  ---------  ---------  ---------  ---------  ---------  ----------  ---------  ---------
                                                                  (Dollars in thousands)
<S>         <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>         <C>        <C>
Due During
the Years
Ending
June 30,
2010        $     935      6.27%  $     200      5.00%  $     240      5.00%  $       -         - %  $     958      5.82%
2011               73      5.63           8      6.25         679      3.25           -          -         685      7.31
2012              225      6.97         107      5.52         408      6.00       1,600       7.00       2,630      7.78
2013-2014       3,158      4.96          68      6.69         519      6.72       1,081       6.57       3,182      7.04
2015-2019      12,713      5.18       1,533      6.74       2,239      6.94       5,239       7.02       9,016      6.80
2020-2024       5,969      5.65       3,259      4.61           -         -         144       7.00       2,029      6.65
2025
and beyond     59,067      5.70      11,417      3.98         710      6.69         162       7.75       3,515      6.98
            ---------             ---------             ---------             ---------              ---------

     Total  $  82,140      5.60%  $  16,592      4.39%  $   4,795      6.18%  $   8,226       6.97%  $  22,015      6.94%
            =========             =========             =========             =========              =========

<CAPTION>
                 Commercial
            --------------------

                 Commercial
            --------------------
                       Weighted
                        Average
             Amount      Rate
            ---------  ---------

<S>         <C>        <C>
Due During
the Years
Ending
June 30,
2010        $   1,018      4.80%
2011              824      7.86
2012              136      6.44
2013-2014       2,080      5.06
2015-2019       3,974      4.76
2020-2024           -         -
2025
and beyond        357      3.35
            ---------

     Total  $   8,389      5.11%
            =========
</TABLE>

<TABLE>
<CAPTION>
                                      Construction
            ---------------------------------------------------------------
             One-to-four family       Multi-family         Non-residential          Consumer               Total
            --------------------  --------------------  --------------------  --------------------  --------------------
                       Weighted              Weighted              Weighted              Weighted              Weighted
                        Average               Average               Average               Average               Average
             Amount      Rate      Amount      Rate      Amount      Rate      Amount      Rate      Amount      Rate
            ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
                                                       (Dollars in thousands)
<S>         <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
Due During
the Years
Ending
June 30,
2010        $   8,200      7.17%  $   1,099      7.45%  $   2,000      7.00%  $     119     13.66%  $  14,769      6.85%
2011            2,971      7.17       1,687      7.20           -         -          45      8.46       6,972      6.88
2012                -         -           -         -           -         -          77      8.30       5,183      7.29
2013-2014           -         -           -         -       2,127      6.75          62      7.32      12,277      6.06
2015-2019           -         -           -         -       2,425      6.95           -         -      37,139      6.07
2020-2024           -         -           -         -           -         -           -         -      11,401      5.55
2025
and beyond      2,156      6.07           -         -           -         -          25      4.52      77,409      5.52
            ---------             ---------             ---------             ---------             ---------
     Total  $  13,327      6.99%  $   2,786      7.30%  $   6,552      6.90%  $     328      9.79%  $ 165,150      5.92%
            =========             =========             =========             =========             =========
</TABLE>


                                        8
<PAGE>
The following table sets forth the scheduled repayments of fixed and
adjustable-rate loans at June 30, 2009 that are contractually due after June 30,
2010.

<TABLE>
<CAPTION>
                                         Due After June 30, 2010
                                  -------------------------------------
                                     Fixed      Adjustable     Total
                                  -----------  -----------  -----------
                                         (Dollars in thousands)
<S>                               <C>          <C>          <C>
Residential:
  One-to-four family              $    53,347  $    27,858  $    81,205
  Home equity loans and lines
    lines of credit                     3,814       12,578       16,392
                                  -----------  -----------  -----------
Total residential mortgage loans       57,161       40,436       97,597

Commercial:
  One-to-four family real estate        2,003        2,552        4,555
  Multi-family real estate              4,818        3,408        8,226
  Non-residential real estate          12,044        9,013       21,057
  Commercial                            1,969        5,402        7,371
                                  -----------  -----------  -----------
Total commercial loans                 20,834       20,375       41,209

Construction:
  One-to-four family real estate        3,912        1,215        5,127
  Multi-family real estate              1,687            -        1,687
  Non-residential real estate           4,552            -        4,552
                                  -----------  -----------  -----------
Total construction                     10,151        1,215       11,366

Consumer                                  149           60          209
                                  -----------  -----------  -----------

      Total loans                 $    88,295  $    62,086  $   150,381
                                  ===========  ===========  ===========
</TABLE>


                                        9
<PAGE>
     ONE-TO-FOUR  FAMILY  RESIDENTIAL LOANS. At June 30, 2009, $82.1 million, or
49.7%  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 includes a
portion  of  residential  loan  originations  being  sold,  both  on a servicing
retained  and  servicing  released  basis.  The  Company  sold  $11.7 million in
residential  mortgages  during 2009, as we began the development of our mortgage
banking  operation.  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  $4.0  million  of adjustable-rate one-to-four family residential
loans  during  the  fiscal  year  ended  June  30,  2009,  as  compared to total
originations  of  $31.5  million one-to-four family residential loans during the
same  period,  $12.0  million  of  which  were  originated  for  sale.  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, 2009, $27.9 million, or 33.9% 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, 2009, 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, 2009, home equity loans and equity
lines of credit totaled $16.6 million, or 10.1% of total loans. Additionally, at
June  30,  2009,  the  unadvanced amounts of home equity lines of credit totaled
$11.7  million.  The  underwriting  standards  utilized  for  home  equity


                                       10
<PAGE>
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 generally
equal to the prime rate, as reported in The Wall Street Journal, plus 1.00% with
a  floor  rate  of  5.00%.

     COMMERCIAL  REAL  ESTATE  LOANS. We originate commercial real estate loans,
including  commercial  lines  of credit, generally in our primary lending market
area,  that  are  secured by properties used for business purposes such as small
office buildings or retail facilities, five or more unit apartment buildings and
one-to-four family properties. At June 30, 2009, commercial real estate mortgage
loans  totaled  $35.0  million, which amounted to 21.2% 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,  2009  was  $2.5 million. Our commercial real estate loans may be made
with  terms  of  up to 10 years with an amortization of 25 years and are offered
with  interest  rates  that  are  fixed or adjust periodically and are generally
indexed  to  FHLB  advance  rates.  In  reaching a decision on whether to make a
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 1.25
times.  Environmental  surveys are generally required for commercial real estate
loans.  Generally,  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 commercial real
estate  loan  in  our  portfolio  at  June  30,  2009  was  a  $2.3 million loan
collateralized  by  commercial  property  located in Boston, Massachusetts. This
loan  was  performing  according  to  its  terms  at  June  30,  2009.

     Loans  secured  by  commercial  real  estate,  including  multi-family  and
one-to-four  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  and  one-to-four  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.

     COMMERCIAL  LOANS.  At  June  30,  2009,  we had $8.4 million in commercial
loans,  which amounted to 5.1% of total loans. We make commercial business loans
in  our  primary market area to a variety of professionals, sole proprietorships
and  small  businesses.  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, 2009, was
$2.5  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  80%  of  the  value  of  the  collateral


                                       11
<PAGE>
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, 2009, our
largest outstanding commercial loan was for $999,000 and was secured by business
assets  located  in Rowley, Massachusetts. This loan was performing according to
its  terms  at  June  30,  2009.

     CONSTRUCTION  LOANS. We originate construction loans for the development of
one-to-four  family residential properties located in our primary lending market
area  to experienced local developers and to individuals for the construction of
their  personal  residences.  At  June  30, 2009, residential construction loans
amounted  to  $13.3  million,  or  8.1%  of  total  loans. At June 30, 2009, the
unadvanced portion of these residential construction loans totaled $2.4 million.

     Our  residential  construction  loans  generally provide for the payment of
interest  only  during  the  construction  phase,  which  is  usually 12 months.
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 appraised value or sales price, whichever
is  less,  of  the  secured  property.  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 term of the construction loan. Loan proceeds
are  disbursed after inspection based on the percentage of completion method. At
June  30, 2009, the largest outstanding residential construction loan commitment
was  for  $1.2 million for the construction of a residential condominium located
in Boston, Massachusetts, all of which was outstanding. This loan was performing
according  to  its  terms  at  June  30,  2009.

     We  also  make  construction  loans  for  commercial  development  projects
properties  located  in  our  primary  lending market area. The projects include
multi-family,  apartment,  retail  and  office buildings, and strip malls. These
loans  generally  have  an  interest-only  phase  during  construction  and  are
generally  set  at a fixed-rate. Disbursement of funds is at our sole discretion
and  is  based  on  independent  3rd  party  inspections  of  the  progress  of
construction. The maximum loan-to-value ratio limit applicable to these loans is
generally 80%. At June 30, 2009, construction loans collateralized by commercial
properties  totaled  $6.6 million, or 4.0% of total loans and construction loans
collateralized by multi-family properties totaled $2.8 million, or 1.7% of total
loans.  The  unadvanced portion of these construction loans totaled $3.3 million
at  June  30,  2009.  At June 30, 2009, the largest non-residential construction
loan  commitment  was for $2.2 million located in Hampstead, New Hampshire, $2.1
million  of  which  was  outstanding.  This loan was performing according to its
terms  at  June  30,  2009.

     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.

     The  maximum  amount  of  a  construction  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, 2009, was $2.5
million.

     CONSUMER  LOANS.  We  offer  consumer  loans  to  customers residing in our
primary  lending  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 $328,000, or 0.2%
of  our  total  loan  portfolio  at  June  30,  2009.


                                       12
<PAGE>
     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, 2009, we had $7.3
million  in loan participation interests in which we were the lead bank and $3.0
million in loan participation interests in which we were the participating bank.

     Historically,  we have generally retained in our portfolio and serviced all
loans  that  we  originated.  However, in accordance with our strategic plan, we
began selling residential mortgage loans in the secondary market. It is expected
that  a  portion  of  future  residential  loan  originations  may  be sold on a
servicing  released  or  servicing  retained  basis.  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.
During  the  fiscal  year  ended  June  30, 2009, we originated $22.3 million of
fixed-rate  and adjustable-rate one-to-four family loans, $10.3 million of which
were  retained  by  us.

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

<TABLE>
<CAPTION>
                                                      At June 30,
                                 -----------------------------------------------------
                                   2009       2008       2007       2006       2005
                                 ---------  ---------  ---------  ---------  ---------
                                                  (Dollars in thousands)
<S>                              <C>        <C>        <C>        <C>        <C>
Total loans at begining of year  $149,970   $128,573   $129,615   $115,526   $ 99,166
  Loans Originated:
    Residential mortgage loans     31,525     14,878      9,779     31,330     22,435
    Commercial loans               20,053     17,392      6,780      4,835      3,564
    Construction loans             21,390     20,130      7,075      7,217     10,748
    Consumer                          125        216        625        619        331
                                 ---------  ---------  ---------  ---------  ---------

      Total loans originated       73,093     52,616     24,259     44,001     37,078

Deduct:
  Principal repayments            (45,898)   (31,219)   (25,301)   (29,912)   (20,718)
  Loan sales                      (11,746)         -          -          -          -
  Loans held for sale                (269)         -          -          -          -
                                 ---------  ---------  ---------  ---------  ---------

Net loan activity                  15,180     21,397     (1,042)    14,089     16,360
                                 ---------  ---------  ---------  ---------  ---------

Total loans at end of year       $165,150   $149,970   $128,573   $129,615   $115,526
                                 =========  =========  =========  =========  =========
</TABLE>

     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.

     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


                                       13
<PAGE>
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  Senior 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
Senior  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.
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
ten 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, 2009, $737,000, or 0.5%, of our total
loans  were  non-performing  loans. These loans consisted of seven loans to five
individual  borrowers.  All  of the loans are secured by real property including
personal  residence.  Included in the non-performing loan total at June 30, 2009
were  two  loans  totaling  $264,000 that have been restructured. As of June 30,
2009  the  borrowers  were  not  performing  in accordance with the restructured
terms.


                                        14
<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.

<TABLE>
<CAPTION>
                                                              At June 30,
                                              -----------------------------------------
                                               2009    2008     2007     2006     2005
                                              ------  -------  -------  -------  ------
                                                        (Dollars in thousands)
<S>                                           <C>     <C>      <C>      <C>      <C>
Non-accrual loans:
    Residential mortgage loans                $ 671   $  555   $  564   $  519   $   -
    Commercial loans                              -        -        -      321       -
    Construction loans                           66      612        -        -       -
    Consumer                                      -        -        1        -       -
                                              ------  -------  -------  -------  ------
      Total non-accrual loans                   737    1,167      565      840       -
                                              ------  -------  -------  -------  ------

Loans greater than 90 days delinquent
  and still accruing:
    Residential mortgage loans                    -        -        -       50     276
    Commercial loans                              -        -        -        -     121
    Construction loans                            -        -        -        -       -
    Consumer                                      -        -        -       10       -
                                              ------  -------  -------  -------  ------
      Total loans 90 Days and still accruing      -        -        -       60     397
                                              ------  -------  -------  -------  ------

Restructured loans                                -      219    1,701      226     230
                                              ------  -------  -------  -------  ------

    Total non-performing loans                  737    1,386    2,266    1,126     627
                                              ------  -------  -------  -------  ------

    Total non-performing assets               $ 737   $1,386   $2,266   $1,126   $ 627
                                              ======  =======  =======  =======  ======

Ratios:
Non-performing loans to total loans            0.45%    0.92%    1.76%    0.87%   0.54%
Non-performing assets to total assets          0.37%    0.75%    1.37%    0.67%   0.39%
</TABLE>

     At  June  30, 2009, non-accrual loans totaled $737,000. For the fiscal year
ended  June  30,  2009,  gross interest income that would have been recorded had
these  non-accruing  loans  been current in accordance with their original terms
amounted  to  $48,000.  Interest  income recognized on such loans for the fiscal
year  ended  June  30,  2009  was  $28,000.


                                       15
<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, 2009
----------------------------
  Residential mortgage loans          2  $      108          2  $       514          4  $      622
  Commercial loans                    -           -          -            -          -           -
  Construction loans                  -           -          1           66          1          66
  Consumer                            2           2          -            -          2           2
                              ---------  ----------  ---------  -----------  ---------  ----------

    Total                             4  $      110          3  $       580          7  $      690
                              =========  ==========  =========  ===========  =========  ==========

At June 30, 2008
----------------------------
  Residential mortgage loans          3  $      273          4  $       555          7  $      828
  Commercial loans                    -           -          -            -          -           -
  Construction loans                  -           -          1          612          1         612
  Consumer                            -           -          -            -          -           -
                              ---------  ----------  ---------  -----------  ---------  ----------

    Total                             3  $      273          5  $     1,167          8  $    1,440
                              =========  ==========  =========  ===========  =========  ==========

At June 30, 2007
----------------------------
  Residential mortgage loans          1  $       75          2  $       564          3  $      639
  Commercial loans                    -           -          -            -          -           -
  Construction loans                  -           -          -            -          -           -
  Consumer                            -           -          1            1          1           1
                              ---------  ----------  ---------  -----------  ---------  ----------

    Total                             1  $       75          3  $       565          4  $      640
                              =========  ==========  =========  ===========  =========  ==========

At June 30, 2006
----------------------------
  Residential mortgage loans          2  $      270          2  $       569          4  $      839
  Commercial loans                    1           2          1          321          2         323
  Construction loans                  -           -          -            -          -           -
  Consumer                            -           -          1           10          1          10
                              ---------  ----------  ---------  -----------  ---------  ----------

    Total                             3  $      272          4  $       900          7  $    1,172
                              =========  ==========  =========  ===========  =========  ==========

At June 30, 2005
----------------------------
  Residential mortgage loans          -  $        -          1  $       276          1  $      276
  Commercial loans                    -           -          1          121          1         121
  Construction loans                  -           -          -            -          -           -
  Consumer                            -           -          -            -          -           -
                              ---------  ----------  ---------  -----------  ---------  ----------

    Total                             -  $        -          2  $       397          2  $      397
                              =========  ==========  =========  ===========  =========  ==========
</TABLE>

     Potential problem loans are loans that are currently performing and are not
included  in non-accrual loans above, but may be delinquent. These loans require
an increased level of management attention, because we have serious doubts as to
the  ability of the borrower to comply with the present loan repayment terms and
as  a  result  may


                                       16
<PAGE>
be  included  at  a  later  date  in  non-accrual  loans. At June 30, 2009, $2.9
million, or 1.74% of total loans had been identified as potential problem loans,
none  of  which  were  delinquent.

     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, 2009, we had
classified  $2.9  million  of  our assets as special mention, which consisted of
five  loans  to  five  separate  borrowers.  At June 30, 2009, we had classified
$643,000  of  our  assets  as substandard, which consisted of five loans to four
separate  borrowers,  all of which were on non-accrual status. At June 30, 2009,
we  had classified $94,000 of our assets as doubtful, which were reserved for at
19%  and were on non-accrual status. At June 30, 2009 we had no loans classified
as  loss. 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.

     ALLOWANCE  FOR LOAN LOSSES. The allowance for loan losses is established as
losses  are  estimated  to  have  occurred  through  a provision for loan losses
charged  to  earnings.  Loan  losses  are  charged  against  the  allowance when
management  believes  the  uncollectibility  of  a  loan  balance  is confirmed.
Subsequent  recoveries,  if  any,  are  credited  to  the  allowance.

     The allowance for loan losses is evaluated on a regular basis by management
and  is  based  upon  management's  periodic review of the collectibility of the
loans  in light of known and inherent risks in the nature and volume of the loan
portfolio,  adverse  situations that may affect the borrower's ability to repay,
estimated value of any underlying collateral and prevailing economic conditions.
This  evaluation  is  inherently  subjective  as  it requires estimates that are
susceptible  to  significant  revision  as  more  information becomes available.

     The allowance consists of specific, general and unallocated components. The
specific  component  relates  to loans that are classified as impaired. For such
loans  that  are  classified  as  impaired, an allowance is established when the
discounted  cash  flows  or  the  fair  value  of the existing collateral of the
impaired  loan  is  lower  than  the  carrying  value  of that loan. The general
component covers non-classified loans and is based on historical loss experience
adjusted  for  qualitative  factors.  An  unallocated component is maintained to
cover  uncertainties that could affect management's estimate of probable losses.

     A  loan  is  considered  impaired  when,  based  on current information and
events,  it is probable that the Company will be unable to collect the scheduled
payments of principal or interest when due according to the contractual terms of
the  loan  agreement. Factors considered by management in determining impairment
include  payment  status,  collateral  value,  and the probability of collecting
scheduled  principal  and  interest  payments  when  due.  Loans that experience
insignificant payment delays and payment shortfalls generally are not classified
as  impaired.


                                       17
<PAGE>
     ALLOWANCE  FOR  LOAN LOSSES. The following table sets forth activity in our
allowance  for  loan  losses  for  the  fiscal  years  indicated.

<TABLE>
<CAPTION>
                                                                 At June 30,
                                       ---------------------------------------------------------------
                                          2009         2008         2007         2006         2005
                                       -----------  -----------  -----------  -----------  -----------
                                                            (Dollars in thousands)
<S>                                    <C>          <C>          <C>          <C>          <C>
Balance at beginning of year           $    1,212   $    1,079   $    1,016   $      882   $      876
                                       -----------  -----------  -----------  -----------  -----------

Charge-offs:
  Residential mortgage loans                    -           50           31            -            -
  Commercial loans                              -            -           12            -          109
  Construction loans                            -            -            -            -            -
  Consumer                                     15           10           19            8            1
                                       -----------  -----------  -----------  -----------  -----------

    Total charge-offs                          15           60           62            8          110
                                       -----------  -----------  -----------  -----------  -----------

Recoveries:
  Residential mortgage loans                    7           40           10           23            -
  Commercial loans                              -            -            1            8            1
  Construction loans                            -            -            -            -            -
  Consumer                                      3            1            9            3            1
                                       -----------  -----------  -----------  -----------  -----------

    Total recoveries                           10           41           20           34            2
                                       -----------  -----------  -----------  -----------  -----------

Net (charge-offs) recoveries                   (5)         (19)         (42)          26         (108)
Provision for loan losses                     248          152          105          108          114
                                       -----------  -----------  -----------  -----------  -----------

Balance at end of year                 $    1,455   $    1,212   $    1,079   $    1,016   $      882
                                       ===========  ===========  ===========  ===========  ===========

Ratios:
Net charge-offs to average loans
  outstanding                                 -  %       -0.01%       -0.03%        0.02%       -0.10%
Allowance for loan losses to
  non-performing loans at end of year      197.42%       87.45%       47.62%       90.23%      140.67%
Allowance for loan losses to
  total loans at end of year                 0.88%        0.81%        0.84%        0.78%        0.76%
</TABLE>


                                       18
<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,
                                  ----------------------------------------------------------------------------------------------
                                               2009                            2008                            2007
                                  ------------------------------  ------------------------------  ------------------------------
                                                    Percent of                      Percent of                      Percent of
                                     Allowance     Loans in Each     Allowance     Loans in Each     Allowance     Loans in Each
                                        for         Category to         for         Category to         for         Category to
                                    Loan Losses     Total Loans     Loan Losses     Total Loans     Loan Losses     Total Loans
                                  --------------  --------------  --------------  --------------  --------------  --------------
                                                                      (Dollars in thousands)
<S>                               <C>             <C>             <C>             <C>             <C>             <C>
Residential loans:
  One-to-four family              $          275          49.73%  $          177          59.35%  $          281          72.97%
  Home equity loans
  and lines of credit                        384          10.05              261           7.71              180           8.01
                                  --------------  --------------  --------------  --------------  --------------  --------------
Total residential mortgage loans             659          59.78              438          67.06              461          80.98

Commercial loans:
  One-to-four family real estate              24           2.90               27           1.30                -              -
  Multi-family real estate                    62           4.98               50           2.40               26           0.76
  Non-residential real estate                326          13.33              244          11.59              360          10.56
  Commercial                                 136           5.08               93           3.74               55           1.68
                                  --------------  --------------  --------------  --------------  --------------  --------------
Total commercial loans                       548          26.29              414          19.03              441          13.00

Construction loans:
  One-to-four family                          96           8.07              188           7.47               43           2.01
  Multi-family                                27           1.69              125           4.86               71           2.20
  Non-residential                            116           3.97               36           1.26               39           1.22
                                  --------------  --------------  --------------  --------------  --------------  --------------
Total construction loans                     239          13.73              349          13.59              153           5.43

Consumer                                       9           0.20               11           0.32               24           0.59
                                  --------------  --------------  --------------  --------------  --------------  --------------

Total                             $        1,455         100.00%  $        1,212         100.00%  $        1,079         100.00%
                                  ==============  ==============  ==============  ==============  ==============  ==============
<CAPTION>
                                                            At June 30,
                                  --------------------------------------------------------------
                                               2006                            2005
                                  ------------------------------  ------------------------------
                                                    Percent of                      Percent of
                                     Allowance     Loans in Each     Allowance     Loans in Each
                                        for         Category to         for         Category to
                                    Loan Losses     Total Loans     Loan Losses     Total Loans
                                  --------------  --------------  --------------  --------------
                                                       (Dollars in thousands)
<S>                               <C>             <C>             <C>             <C>
Residential loans:
  One-to-four family              $          313          72.84%  $          394          75.50%
  Home equity loans
  and lines of credit                        144           8.19              129           7.43
                                  --------------  --------------  --------------  --------------
Total residential mortgage loans             457          81.03              523          82.93

Commercial loans:
  One-to-four family real estate               -              -                -              -
  Multi-family real estate                     -              -                -              -
  Non-residential real estate                356           9.17              180           8.52
  Commercial                                  32           1.15               30           1.31
                                  --------------  --------------  --------------  --------------
Total commercial loans                       388          10.32              210           9.83

Construction loans:
  One-to-four family                         130           7.26              128           6.32
  Multi-family                                 -              -                -              -
  Non-residential                             18           0.91               14           0.60
                                  --------------  --------------  --------------  --------------
Total construction loans                     148           8.17              142           6.92

Consumer                                      23           0.48                7           0.32
                                  --------------  --------------  --------------  --------------

Total                             $        1,016         100.00%  $          882         100.00%
                                  ==============  ==============  ==============  ==============
</TABLE>

     Management  establishes  provisions  for  loan losses, which are charged to
operations,  at  a  level necessary to absorb known and inherent losses that are
both  probable and reasonably estimable at the date of the financial statements.
In  evaluating  the level of the allowance for loan losses quarterly, management
analyzes  several  qualitative  loan  portfolio  risk factors 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 and results of internal and external loan reviews. This
evaluation  is  inherently  subjective,  as  it  requires  estimates  that  are
susceptible  to  significant  revision  as  more  information becomes available.

     Historically,  our  loan  portfolio  has primarily consisted of one-to-four
family  residential  mortgage  loans.  The composition of our loan portfolio has
gradually  changed in recent years to include more multi-family, commercial real
estate  and  commercial  business loans. In addition, our current strategic plan
calls for increases in these loans. Management's evaluation of the allowance for
loan losses, the composition of the loan portfolio and increased risk associated
with  multi-family,  commercial  real  estate and commercial loans (because they
present larger non-homogeneous credits and because they may be more sensitive to
changes  in economic conditions) may result in larger additions to the allowance
for  loan  losses  in  future  periods.

     Although we believe that we use the best information available to establish
the  allowance  for  loan  losses,  future  additions  to  the  allowance may be
necessary,  based  on  estimates  that  are susceptible to change as a result of


                                       19
<PAGE>
changes  in  economic  conditions and other factors. In addition, the OTS, as an
integral part of its examination process, will periodically review our allowance
for  loan  losses.  Such  agency  may require us to recognize adjustments to the
allowance,  based on its judgments about information available to it at the time
of  its  examination.

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  enterprise  obligations, securities of
various  federal  agencies,  residential  mortgage-backed  securities,  certain
certificates  of  deposit  of  insured  financial  institutions,  overnight  and
short-term  loans to other banks, corporate debt instruments, and Fannie Mae and
Freddie  Mac  equity  securities.

     The Company did not own any equity investments in Fannie Mae or Freddie Mac
at  June 30, 2009. Our investment portfolio at June 30, 2009, at amortized cost,
included  $1.5  million  in government-sponsored enterprise obligations. We also
invest in residential mortgage-backed securities, all of which are guaranteed by
United  States  Government  agencies  or  government-sponsored  enterprise
obligations.  At  June  30,  2009,  our  residential  mortgage-backed securities
portfolio  totaled  $12.8  million,  or 6.4% of total assets, and included $11.2
million  in fixed-rate and $1.6 million in adjustable-rate securities guaranteed
by  Fannie  Mae or Freddie Mac. Securities are classified as held-to-maturity or
available-for-sale  at  the  date  of  purchase.  At June 30, 2009 we owned $3.1
million in FHLB stock. As a member of FHLB, we are required to purchase stock in
the  FHLB  of  Boston,  an  amount of which is based on our level of outstanding
advances.


                                       20
<PAGE>
     The  following  table  sets  forth the amortized cost and fair value of our
securities  portfolio  at  the  dates  indicated.

<TABLE>
<CAPTION>
                                                                             At June 30,
                                               ----------------------------------------------------------------------
                                                        2009                    2008                    2007
                                               ----------------------  ----------------------  ----------------------
                                                Amortized     Fair      Amortized     Fair      Amortized     Fair
                                                  Cost       Value        Cost       Value        Cost       Value
                                               ----------  ----------  ----------  ----------  ----------  ----------
                                                                           (In thousands)
<S>                                            <C>         <C>         <C>         <C>         <C>         <C>
Securities available for sale:
  Government-sponsored enterprise obligations  $    1,500  $    1,498  $    4,500  $    4,491  $    3,000  $    2,978
  Residential mortgage-backed securities            7,819       8,030       8,233       8,212       9,973       9,712
                                               ----------  ----------  ----------  ----------  ----------  ----------

      Total securities
        available for sale                     $    9,319  $    9,528  $   12,733  $   12,703  $   12,973  $   12,690
                                               ==========  ==========  ==========  ==========  ==========  ==========

Securities held to maturity:
  Government-sponsored enterprise obligations  $        -  $        -  $        -  $        -  $      500  $      499
  Residential mortgage-backed securities            4,959       5,101       6,274       6,236       7,682       7,469
                                               ----------  ----------  ----------  ----------  ----------  ----------

      Total securities
        held to maturity                       $    4,959  $    5,101  $    6,274  $    6,236  $    8,182  $    7,968
                                               ==========  ==========  ==========  ==========  ==========  ==========
</TABLE>


                                       21
<PAGE>
     PORTFOLIO  MATURITIES  AND  YIELDS.  The  composition and maturities of the
investment securities portfolio at June 30, 2009 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 Year   More than Five Years                          Total
                                 One Year or Less     through Five Years     through Ten Years    More than Ten Years  Securities
                               --------------------  --------------------  --------------------  --------------------  ---------
                                          Weighted              Weighted              Weighted              Weighted
                               Amortized   Average   Amortized   Average    Amortized  Average   Amortized   Average   Amortized
                                  Cost      Yield       Cost      Yield       Cost      Yield       Cost      Yield       Cost
                               ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
<S>                            <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
                                                                          (Dollars in thousands)
Securities available for sale
-----------------------------

  Government-sponsored
    enterprise obligations     $       -        - %  $   1,500      1.50%  $       -        - %  $       -        - %  $   1,500
  Residential mortgage-backed
    securities                         -          -      2,464      3.80       1,937      4.90       3,418      4.70       7,819
                               ---------             ---------             ---------             ---------             ---------

    Total securities
      available for sale       $       -        - %  $   3,964      2.93%  $   1,937      4.90%  $   3,418      4.70%  $   9,319
                               =========             =========             =========             =========             =========

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

  Residential mortgage-backed
    securities                 $       -        - %  $     415      4.09%  $   1,406      4.21%  $   3,138      4.63%  $   4,959
                               =========             =========             =========             =========             =========

<CAPTION>
                                       Total
                                    Securities
                               ---------------------
                                           Weighted
                                            Average
                               Fair Value    Yield
                               ----------  ---------
                              (Dollars in thousands)
<S>                            <C>         <C>

Securities available for sale
-----------------------------

  Government-sponsored
    enterprise obligations     $   1,498       1.50%
  Residential mortgage-backed
    securities                     8,030       4.46
                               ---------

    Total securities
      available for sale       $   9,528       3.99%
                               =========

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

  Residential mortgage-backed
    securities                 $   5,101       4.46%
                               =========
</TABLE>


                                       22
<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  and  to  a  lesser  extend  brokered deposits, 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  deposit  market area, as 88.0% of total deposits at June 30, 2009, were
from  the  Essex  County market. The Company's strategic plan includes a greater
emphasis  on developing commercial business activities, both deposit and lending
customer  relationships.  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. At of June
30,  2009,  brokered  deposits  totaled  $1.1  million.

     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, 2009, $56.5 million, or 40.0% of our deposit accounts were certificates
of  deposit,  of  which  $35.6  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,
                         -------------------------------------------------------------------------------------------
                                     2009                           2008                           2007
                         -----------------------------  -----------------------------  -----------------------------
                                             Weighted                       Weighted                       Weighted
                          Actual              Average    Actual              Average    Actual              Average
                         Balance   Percent     Rate     Balance   Percent     Rate     Balance   Percent     Rate
                         --------  --------  ---------  --------  --------  ---------  --------  --------  ---------
                                                           (Dollars in thousands)
<S>                      <C>       <C>       <C>        <C>       <C>       <C>        <C>       <C>       <C>
Deposit type:
Demand deposits          $ 15,727    11.14%       -  %  $ 14,501    13.64%       -  %  $ 11,215    11.45%       -  %
NOW deposits               11,909     8.44       0.05     10,057     9.46       0.14     11,539    11.78       1.61
Money market
deposits                   45,949    32.56       1.53     33,524    31.54       2.29     22,832    23.31       3.68
Regular and
other savings              11,041     7.82       0.12     10,498     9.88       0.11     11,914    12.16       0.32
                         --------  --------             --------  --------             --------  --------
  Total non-certificate
  accounts                 84,626    59.96                68,580    64.52                57,500    58.70

Certificates of deposit    56,500    40.04       3.39     37,712    35.48       3.72     40,456    41.30       4.42
                         --------  --------             --------  --------             --------  --------

Total deposits           $141,126   100.00%      1.87%  $106,292   100.00%      2.07%  $ 97,956   100.00%      2.91%
                         ========  ========             ========  ========             ========  ========
</TABLE>


                                       23
<PAGE>
     The  following table sets forth the deposit activities for the fiscal years
indicated.

<TABLE>
<CAPTION>
                                              Years Ended June 30,
                                     -------------------------------------
                                         2009         2008        2007
                                     -----------  -----------  -----------
                                                 (In thousands)
<S>                                  <C>          <C>          <C>
Beginning balance                    $   106,292  $    97,956  $    97,709
                                     -----------  -----------  -----------
Net increase (decrease) in deposits
  before interest credited                32,224        5,675      (2,389)
Interest credited                          2,610        2,661        2,636
                                     -----------  -----------  -----------
Net increase in deposits                  34,834        8,336          247
                                     -----------  -----------  -----------
Ending balance                       $   141,126  $   106,292  $    97,956
                                     ===========  ===========  ===========
</TABLE>

     As  of  June  30, 2009, the aggregate amount of outstanding certificates of
deposit  in  amounts  greater  than  or equal to $100,000 was $25.5 million. The
following table indicates the amount of those certificates of deposit as of June
30,  2009  by  time  remaining  until  maturity.

<TABLE>
<CAPTION>



                                            At
                                       June 30, 2009
                                      ---------------
                                      (In thousands)
<S>                                   <C>
Three months or less                  $         1,823
Over three months through six months            8,938
Over six months through one year                5,564
Over one year to three years                    7,996
Over three years                                1,217
                                      ---------------
Total                                 $        25,538
                                      ===============
</TABLE>

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

<TABLE>
<CAPTION>
                            At June 30,
                ----------------------------------
                   2009        2008        2007
                ----------  ----------  ----------
                          (in thousands)
<S>             <C>         <C>         <C>

Interest Rate
--------------
Less than 2%    $    5,477  $    1,894  $       49
2.00%-2.99%          9,149      10,399       1,707
3.00%-3.99%         36,216       9,817      13,599
4.00%-4.99%          4,715      10,366      14,648
5.00%-5.99%            943       4,848      10,088
6.00%-6.99%              -         388         365
                ----------  ----------  ----------
Total           $   56,500  $   37,712  $   40,456
                ==========  ==========  ==========
</TABLE>


                                       24
<PAGE>
     The  following table sets forth the amount and maturities of certificate of
deposits  at  June  30,  2009.

<TABLE>
<CAPTION>
                                                                   After
                 June 30,    June 30,    June 30,    June 30,     June 30,
                   2010        2011        2012        2013         2013       Total
                ----------  ----------  ----------  -----------  ----------  ----------
                                            (In thousands)
<S>             <C>         <C>         <C>         <C>          <C>         <C>

Interest Rate
--------------
Less than 2%    $    4,468  $      403  $      578  $        28  $        -  $    5,477
2.00%-2.99%          5,102       1,552         546          367       1,582       9,149
3.00%-3.99%         21,562       2,285      11,947          304         118      36,216
4.00%-4.99%          3,919         282         227           33         254       4,715
5.00%-5.99%            542         401           -            -           -         943
                ----------  ----------  ----------  -----------  ----------  ----------

Total           $   35,593  $    4,923  $   13,298  $       732  $    1,954  $   56,500
                ==========  ==========  ==========  ===========  ==========  ==========
</TABLE>

     BORROWINGS.  Our borrowings consist primarily of advances from the FHLB. As
of  June  30,  2009,  we had FHLB advances in the amount of $40.3 million, which
represented  21.9% of total liabilities with a weighted average maturity of 2.61
years.  Georgetown  Savings  Bank can currently borrow up to approximately $60.6
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,
                                      ---------------------------------------------------------------------------------
                                         2009         2008          2007         2009         2008           2007
                                      -----------  -----------  ------------  -----------  -----------  ---------------
                                                 Long-Term Borrowings                  Short-Term Borrowings (1)
                                      --------------------------------------  -----------------------------------------
                                                                  (Dollars in thousands)
<S>                                   <C>          <C>          <C>           <C>          <C>          <C>
Balance at end of year                $   40,268   $   45,321   $    37,873   $        -   $   14,000   $        9,850
Average balance during year               46,413       42,325        34,134        5,297        8,737           16,100
Maximum outstanding at any month end      50,558       47,839        37,873       10,650       14,000           23,075
Weighted average rate at end of year        4.19%        4.45%         4.71%           -%        2.30%            5.27%
Average interest rate during year           4.28%        4.70%         4.69%        2.08%        4.35%            5.22%
</TABLE>
________________
(1)  Represents  borrowings  with  original  maturities  of  less than one year.


                                       25
<PAGE>
     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  is  reflected  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.

<TABLE>
<CAPTION>
                                        At or For the Years Ended June 30,
                                      -------------------------------------
                                         2009         2008         2007
                                      -----------  -----------  -----------
                                              (Dollars in thousands)
<S>                                   <C>          <C>          <C>
Balance at end of year                $      520   $      552   $      869
Average balance during year                  514          764          817
Maximum outstanding at any month end         838          965          898
Weighted average rate at end of year        0.50%        0.50%        1.00%
Average interest rate during year           0.50%        0.86%        1.00%
</TABLE>

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 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,  2009, Georgetown Securities Corporation had total
assets  of $16.4 million, all of which were in investment securities and cash to
be  invested.

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,  2009,  we had 44 full-time employees and three 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.


                                       26
<PAGE>
     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,  2009,  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.

     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 was subject to the alternative minimum
tax  for  the  year ended June 30, 2009 and has $52,000 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, 2009, Georgetown Savings Bank had no
net  operating  loss  carryforwards  for  federal  income  tax  purposes.

     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, 2009, 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. Management has established a
valuation  reserve  of  $21,000  for the entire amount of the deferred tax asset
associated  with  the  capital  loss  carryforward.

     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  for  tax  years  beginning  before  January  1, 2009. Instead, Georgetown
Bancorp,  Inc.,  Georgetown  Savings  Bank,  and  Georgetown  Savings  Bank's
subsidiary,  Georgetown  Securities Corporation filed separate annual income tax
returns.  For  tax  years beginning after December 31, 2008, Georgetown Bancorp,
Inc.  and  Georgetown  Savings  Bank  will be required to file a combined return
pursuant  to  a Massachusetts law change enacted in July 2008, unless Georgetown
Bancorp  Inc.  elects  security  corporation  status.  The  state tax returns of
Georgetown  Bancorp,  Inc,  Georgetown  Savings  Bank,  as  well  as  Georgetown
Securities Corporation, 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 was subject to an annual Massachusetts tax at a rate of 10.50%
of its net income for the year ending June 30, 2009. 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.


                                       27
<PAGE>
     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,  2009,  Georgetown  Bancorp,  Inc.  has  not  applied for security
corporation  status,  as  there is an immaterial amount of state taxable income.

     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.

     On  July  3,  2008,  Massachusetts  Governor Patrick signed into law a bill
entitled  "An  Act Relative to Tax Fairness and Business Competitiveness". Among
the  provisions of this Act is a reduction of the financial institution tax rate
from  the  current  10.5%  to  10.0% for years beginning in 2010, 9.5% for years
beginning  in  2011,  and  9.0%  for  years  beginning  in  2012 and thereafter.
Therefore,  the  tax rate used to compute the deferred tax asset was reduced for
the year ending June 30, 2009, which resulted in a reduction in the net deferred
tax  asset  of  $15,000.

                           SUPERVISION AND REGULATION

GENERAL

     The  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.

     The  U.S. Treasury Department recently released a legislative proposal that
would  implement  sweeping changes to the current bank regulatory structure. The
proposal  would  create  a  new  federal  banking  regulator,  the National Bank
Supervisor, and merge our current primary federal regulator, the OTS, as well as
the Office of the Comptroller of the Currency (the primary federal regulator for
national  banks)  into  this new federal bank regulator. The proposal would also
eliminate  federal  savings  associations  and  require  all  federal  savings
associations,  such  as  Georgetown Savings Bank, to elect, within six months of
the  effective  date  of  the legislation, to convert to either a national bank,
state bank or state savings association. A federal savings association that does
not  make  the election would, by operation of law, be converted into a national
bank  within  one  year  of  the  effect  date  of  the  legislation.

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


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<PAGE>
assets  and "high-risk" loans, as defined, 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  Savings  Bank.

     The  OTS,  as  the  primary  federal  regulator  of  federal savings banks,
periodically  recommends  certain  of those institutions take voluntary steps to
reduce risk to the institutions and the federal deposit insurance fund. In light
of  the  current  economic  environment,  the  OTS  requested and the Georgetown
Savings  Bank's  board  of  directors  agreed  on  October  27, 2008, to certain
voluntary  constraints  on  the  Georgetown  Savings  Bank's  leveraged  growth
strategy.  Moreover,  the  Georgetown  Savings Bank does not expect any of these
standards  to materially impair its execution of its strategic plan. The OTS has
agreed  to  revisit these voluntary constraints from time to time. The voluntary
constraints  are  as follows: (i) the Bank will maintain a Tier 1 (core) capital
ratio  of  at  least 7.1%; and (ii) in the event the Tier 1 (core) capital ratio
decreases  below  7.5%,  the  ratio  of "high-risk" loans, as defined, to Tier 1
(core)  capital  would not exceed 350%; the ratio of classified assets to Tier 1
(core)  capital  (plus  the allowance for loan losses) would not exceed 15%; and
the  ratio  of nonperforming assets to total assets would not exceed 1.5%. As of
June  30, 2009, the Georgetown Savings Bank was in compliance with the requested
targets.  The  Company  has  an  additional  $1.1  million  of cash available to
down-stream  to the Georgetown Savings Bank to support its future capital needs.

     At  June  30, 2009, Georgetown Savings Bank exceeded all applicable capital
requirements.

     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, 2009,
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.


                                       29
<PAGE>
     "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,
2009,  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:

     -    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;

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

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

     -    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:

     -    the savings bank would be undercapitalized following the distribution;

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

     -    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.

     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.


                                       30
<PAGE>
     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 it's 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 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


                                       31
<PAGE>
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:

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

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

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

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

     -    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


                                       32
<PAGE>
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,  2009,  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  Federal  Deposit Insurance Corporation, generally up to a
maximum  of  $250,000  per  separately  insured depositor. The $250,000 limit is
permanent  for  certain  retirement  accounts, which includes IRAs. The $250,000
limit  is temporary for all other deposit accounts through December 31, 2013. On
January  1,  2014,  the  standard  insurance  amount will return to $100,000 per
depositor  for  all account categories except certain retirement accounts, which
will  remain  at  $250,000  per  depositor.  The Bank's deposits, therefore, are
subject  to Federal Deposit Insurance Corporation deposit insurance assessments.
Recent legislation gives the Federal Deposit Insurance Corporation discretion to
adjust insurance coverage for inflation, beginning in 2010. The legislation also
gives  the  Federal  Deposit  Insurance  Corporation  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.

     Effective  March 31, 2006, the Federal Deposit Insurance Corporation 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
Federal  Deposit  Insurance  Corporation,  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.

     On  November  2,  2006,  the  Federal Deposit Insurance Corporation adopted
final regulations that assess insurance premiums based on risk. As a result, the
new  regulation  will  enable  the Federal Deposit Insurance Corporation 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 Federal Deposit Insurance Corporation 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. At the same time, the
Federal  Deposit Insurance Corporation adopted final regulations designating the
reserve  ratio  for the deposit insurance fund during 2007 at 1.25% of estimated
insured  deposits.

     During  2008,  bank failures coupled with deteriorating economic conditions
have significantly reduced the FDIC's reserve ratio. As a result of this reduced
reserve  ratio,  in  December  2008  the FDIC issued a ruling raising assessment
rates  uniformly  by seven basis points for the first quarter of 2009, resulting
in  annualized assessment rates for Risk Category 1 institutions ranging from 12
to  14  basis  points.  Subsequently,  the  FDIC issued a ruling further raising
assessment  rates,  effective  April  1, 2009. This increased assessment on Risk
Category  1 institutions results in an initial base assessment rate ranging from
12 to 16 basis points, and an annualized adjusted assessment rate ranging from 7
to  24  basis  points.  These rates apply to the second quarter of 2009. Further
changes  in  insurance  premiums  could  have an adverse effect on the operating
expenses  and  results  of  operations  of  Georgetown  Bancorp,  Inc.


                                       33
<PAGE>
     The Federal Deposit Insurance Corporation ("FDIC") has imposed an emergency
assessment  on  financial  Institutions,  which decreased our earnings in fiscal
2009.  In  addition,  new  obligations  assumed by the FDIC may result in higher
premiums  in  the  future.  On May 22, 2009, the FDIC adopted a one-time special
assessment  of  5  basis  points  on  each FDIC-insured depository institution's
assets  minus its Tier 1 capital as of June 30, 2009. This special assessment is
payable by September 30, 2009 and resulted in additional non-interest expense of
$93,000  based on our assets and Tier 1 capital as of March 31, 2009. The amount
was  fully  accrued in the period ended June 30, 2009. In addition, the FDIC may
assess  additional  special  premiums  in  the  future.

     The  FDIC  Board may vote to impose an additional special assessment if the
FDIC  estimates  that  the  Deposit  Insurance Fund reserve ratio will fall to a
level that the Board believes would adversely affect public confidence or to the
level  that  will  be  close  to or below zero. An additional special assessment
later  in  calendar  year  2009  is  probable,  but  the  amount  is  uncertain.

     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 FHLB,
Georgetown  Savings  Bank  was  in  compliance with this requirement at June 30,
2009.

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, 2009,
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.


                                       34
<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. As directed by the Sarbanes-Oxley Act of 2002, the
Company's  principal  executive officer and principal financial officer each are
required  to  certify  that  the  Company's  quarterly and annual reports do not
contain  any  untrue  statement of a material fact. The rules adopted by the SEC
under the Sarbanes-Oxley Act of 2002 have several requirements, including having
these  officers certify that: they are responsible for establishing, maintaining
and  regularly  evaluating the effectiveness of our internal controls; they have
made  certain  disclosures  to  our  auditors  and the Audit Committee about our
internal  controls;  and  they  have  included  information in our quarterly and
annual  reports  about  their evaluation and whether there have been significant
changes  in  our  internal controls or in other factors that could significantly
affect  internal  controls.

     Beginning  in  fiscal  2010,  in  accordance  with  section  404  of  the
Sarbanes-Oxley  Act  of  2002,  the  Company's  independent  registered  public
accounting  firm  will  be required to attest to management's assertion that the
Company  maintained  effective  internal  control over financial reporting as of
each  fiscal  year-end.

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, 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


                                       35
<PAGE>
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 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.

     If  the  OTS  is  eliminated,  the  Federal  Reserve  becomes the exclusive
regulator  of  mutual  holding  companies,  and  the Federal Reserve retains its
current  policy  regarding  dividend  waivers  by  mutual  holding  companies,
Georgetown Bancorp, MHC would not be permitted to waive the receipt of dividends
declared  by  Georgetown  Bancorp, Inc. This would have an adverse impact on our
ability to pay dividends and, consequently, the value of our common stock. While
management  believes  that  there  are several reasons why the Federal Reserve's
policy should change to conform to current OTS regulations, we cannot assure you
that  this  would  occur.

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.


                                       36
<PAGE>
ITEM 1A.     RISK FACTORS
-------------------------

     Not  applicable  to  smaller  reporting  companies.

ITEM 1B     UNRESOLVED STAFF COMMENTS
-------------------------------------

     None.

ITEM 2.     PROPERTIES
----------------------

     The  following  table  provides  certain  information  with  respect to our
properties  as  of  June  30,  2009:

<TABLE>
<CAPTION>
                                                   Year                          Net Book
                                  Owned          Acquired                          Value
                                    or              or            Square          of Real
Location                          Leased          Leased         Footage         Property
----------------------------  --------------  --------------  --------------  ---------------
                                                                              (In thousands)
<S>                           <C>             <C>             <C>             <C>
Main Office:
2 East Main Street            Own                   2003 (1)          14,400  $         2,946
Georgetown, MA 01833

Branch Office:
303 Haverhill Street          Leased (2)               1999            3,500  $           498
Rowley, MA 01969

Branch Office:
75 Turnpike Street/Route 114  Leased (3)               2005            2,437  $           383
North Andover, MA 01845

Other Property (4):
8 Prospect Street             Own                      1997            1,000  $            89
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 several years ago, was
     leased  and  currently  is vacant. It is expected to be leased under a term
     lease  agreement  and  is  also  available  for  future  banking  purposes.

     The  net book value of our premises, land and equipment was $4.2 million at
June  30,  2009.

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, 2009,
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.


                                       37
<PAGE>
                                    PART II

ITEM  5.     MARKET  FOR  COMMON  EQUITY, RELATED STOCKHOLDER MATTERS AND 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 57.9%
of our outstanding common stock. The approximate number of holders of  record of
Georgetown Bancorp, Inc.'s common stock as of September 9, 2009 was 288. 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.

     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  received  from  the  OTC  Bulletin  Board and
represents  the  actual  high  and  low  sales prices for the periods indicated.

<TABLE>
<CAPTION>
          FISCAL 2009                HIGH        LOW      DIVIDENDS
--------------------------------  ----------  ----------  ----------
<S>                               <C>         <C>         <C>
Quarter ended September 30, 2008  $     8.00  $     4.05  $     0.00
Quarter ended December 31, 2008   $     6.00  $     3.50  $     0.00
Quarter ended March 31, 2009      $     5.00  $     3.40  $     0.00
Quarter ended June 30, 2009       $     4.15  $     3.40  $     0.00

<CAPTION>
          FISCAL 2008                HIGH        LOW      DIVIDENDS
--------------------------------  ----------  ----------  ----------
<S>                               <C>         <C>         <C>
Quarter ended September 30, 2007  $     8.05  $     6.56  $     0.00
Quarter ended December 31, 2007   $     7.50  $     6.60  $     0.00
Quarter ended March 31, 2008      $     6.95  $     6.00  $     0.00
Quarter ended June 30, 2008       $     7.10  $     5.60  $     0.00
</TABLE>

     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,  2009,  there  were  no compensation plans under which equity
securities  of  Georgetown  Bancorp,  Inc.  were  authorized  for  issuance.

     The  Company  has  sold no securities within the past three years that were
not  registered  under  the  Securities  Act  of  1933.

     (b)  Not  applicable

     (c)  The Company  did  not  repurchase  any  shares  during  the  quarter
          ended  June  30,  2009.

ITEM  6.     SELECTED  FINANCIAL  DATA
--------------------------------------

     Not  required  for  smaller  reporting  companies.

ITEM  7.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF FINANCIAL CONDITION AND
--------------------------------------------------------------------------------
             RESULTS  OF  OPERATIONS
             -----------------------

     The  "Management's  Discussion  and  Analysis  of  Financial  Condition and
Results  of Operations" section of Georgetown Bancorp, Inc.'s 2009 Annual Report
to  Stockholders  (Exhibit  13)  is  incorporated  herein  by  reference.


                                       38
<PAGE>
ITEM 7A.    QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK
----------------------------------------------------------------------------

     Not  required  for  smaller  reporting  companies.

ITEM  8.   FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA
----------------------------------------------------------

     The  consolidated  financial  statements  included  in  Georgetown Bancorp,
Inc.'s  2009  Annual Report to Stockholders (Exhibit 13) are incorporated herein
by  reference.

ITEM 9.    CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON ACCOUNTING AND
--------------------------------------------------------------------------------
           FINANCIAL  DISCLOSURE
           ---------------------

     None.

ITEM9A(T). 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 2009 that has materially affected, or is
reasonably  likely  to  materially  affect,  the Company's internal control over
financial  reporting.

     The  management  of  the  Company  is  responsible  for  establishing  and
maintaining  adequate  internal  control  over financial reporting. The internal
control  process  has  been designed under our supervision to provide reasonable
assurance  regarding  the reliability of financial reporting and the preparation
of  the  Company's  financial  statements  for  external  reporting  purposes in
accordance with accounting principles generally accepted in the United States of
America.

     Management  conducted  an  assessment of the effectiveness of the Company's
internal  control  over  financial  reporting as of June 30, 2009, utilizing the
framework  established  in Internal Control - Integrated Framework issued by the
Committee  of  Sponsoring Organizations of the Treadway Commission (COSO). Based
on  this  assessment,  management  has  determined  that  the Company's internal
control  over  financial  reporting  as  of  June  30,  2009  is  effective.

     Our  internal  control  over  financial  reporting  includes  policies  and
procedures that pertain to the maintenance of records that accurately and fairly
reflect,  in  reasonable  detail,  transactions  and dispositions of assets; and
provide  reasonable  assurances that: (1) transactions are recorded as necessary
to  permit  preparation  of  financial  statements in accordance with accounting
principles  generally accepted in the United States of America; (2) receipts and
expenditures are being made only in accordance with authorizations of management
and the directors of the Company; and (3) provide reasonable assurance regarding
prevention  or timely detection of unauthorized acquisition, use, or disposition
of  the  Company's  assets  that  could  have a material effect on the Company's
financial  statements.

     All  internal  control  systems, no matter how well designed, have inherent
limitations.  Therefore,  even  those  systems  determined  to  be effective can
provide  only  reasonable  assurance  with  respect  to  financial  statement
preparation  and  presentation.  Also,  projections  of  any  evaluation  of
effectiveness to future periods are subject to the risk that controls may become
inadequate  because  of  changes in conditions, or that the degree of compliance
with  the  policies  or  procedures  may  deteriorate.

     This  annual report does not include an attestation report of the Company's
registered  public  accounting  firm  regarding  internal control over financial
reporting.  Management's  report  was  not  subject  to  attestation  by  the


                                       39
<PAGE>
Company's  registered  public accounting firm pursuant to temporary rules of the
Securities  and  Exchange  Commission  that  permit  the Company to provide only
management's  report  in  this  annual  report.

ITEM 9B.    OTHER  INFORMATION
------------------------------

     None.

                                    PART III

ITEM 10.    DIRECTORS,  EXECUTIVE  OFFICERS  AND  CORPORATE  GOVERNANCE
-----------------------------------------------------------------------

     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.

     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  11.     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  12.     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  13.     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".

ITEM  14.     PRINCIPAL  ACCOUNTING  FEES  AND  SERVICES
--------------------------------------------------------

     Information  concerning  principal  accountant  fees  and  services  is
incorporated  herein  by  reference  from  our Proxy Statement, specifically the
section  captioned  "Proposal  3-Ratification  of  Appointment  of  Independent
Registered  Public  Accounting  Firm".


                                       40
<PAGE>
                                    PART IV

ITEM  15.     EXHIBITS  AND  FINANCIAL  STATEMENTS  SCHEDULES
-------------------------------------------------------------

(a)     Financial  Statements
        ---------------------

The  financial  statements filed as a part of this Form 10-K 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-47)


(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, 2009 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.  (1)
3.2     Bylaws  of  Georgetown  Bancorp,  Inc.  (2)
4       Form of  Common  Stock  Certificate  of  Georgetown  Bancorp,  Inc.  (1)
10.1    Employee  Stock  Ownership  Plan  (1)
10.2    SBERA Defined  Contribution Plan and Nonstandardized Adoption Agreement
        (1)
10.3    Change  In  Control  Agreement  by  and between Georgetown Savings Bank
        and Charles  R.  Shediac  (3)
10.4    Georgetown  Savings  Bank  2007  Incentive  Compensation  Plan  (4)
10.5    Employment  Agreement  by and between Georgetown Savings Bank and Robert
        E. Balletto,  effective  July  1,  2008  (6)
10.6    Employment  Agreement  by and between Georgetown Savings Bank and Joseph
        W. Kennedy,  effective  July  1,  2008  (7)
10.7    Supplemental Retirement Plan for Senior Executives, dated June 23, 2008
        (8)
10.8    Endorsement Split-Dollar Life Insurance Agreement by and between
        Georgetown Savings  Bank  and  Robert  E.  Balletto,  dated  June  23,
        2008  (9)
10.9    Endorsement Split-Dollar Life Insurance Agreement by and between
        Georgetown Savings  Bank  and  Joseph  W.  Kennedy,  dated  June  23,
        2008  (10)
10.10   Annually  Defined  Goals  for  payouts  under Georgetown Savings Bank
        2007 Incentive  Compensation  Plan  for  certain  officers  (11)
13      Annual  Report  to  Stockholders
14      Code of  Ethics  (5)
21      Subsidiaries  of  Registrant  (1)


                                       41
<PAGE>

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
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
______________________________
(1)     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.
(2)     Incorporated by reference to the Form 8-K of Georgetown Bancorp, Inc.
        filed with  the  Securities  and  Exchange  Commission  on  September
        27,  2006.
(3)     Incorporated  by  reference  to the Form 10-QSB of Georgetown Bancorp,
        Inc. filed  with  the  Securities  and  Exchange  Commission  on  May
        15, 2007.
(4)     Incorporated  by  reference  to the Form 10-KSB of Georgetown Bancorp,
        Inc. filed  with  the  Securities and Exchange Commission on September
        28, 2007.
(5)     Incorporated  by  reference  to the Form 10-KSB of Georgetown Bancorp,
        Inc. filed  with  the  Securities and Exchange Commission on September
        28, 2006.
(6)     Incorporated  by  reference  to  the  Form  8-K of Georgetown Bancorp,
        Inc. Exhibit  10.1 filed with the Securities and Exchange Commission on\
        June 27, 2008.
(7)     Incorporated  by  reference  to  the  Form  8-K of Georgetown Bancorp,
        Inc. Exhibit  10.2 filed with the Securities and Exchange Commission on
        June 27, 2008.
(8)     Incorporated  by  reference  to  the  Form  8-K of Georgetown Bancorp,
        Inc. Exhibit  10.3 filed with the Securities and Exchange Commission on
        June 27, 2008.
(9)     Incorporated  by  reference  to  the  Form  8-K of Georgetown Bancorp,
        Inc. Exhibit  10.4 filed with the Securities and Exchange Commission on
        June 27, 2008.
(10)    Incorporated  by  reference  to  the  Form  8-K of Georgetown Bancorp,
        Inc. Exhibit  10.5 filed with the Securities and Exchange Commission on
        June 27, 2008.
(11)    Incorporated by reference to the Form 8-K of Georgetown Bancorp, Inc.
        filed with  the  Securities  and  Exchange  Commission  on  September
        4,  2009.


                                       42
<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 25, 2009    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 25, 2009
-------------------------
Robert E. Balletto           Officer and Director (Principal
                             Executive Officer)

\s\ Joseph W. Kennedy        Senior Vice President, Chief        September 25, 2009
-------------------------
Joseph W. Kennedy            Financial Officer and Treasurer
                             (Principal Financial and
                             Accounting Officer)

\s\ Richard F. Spencer       Chairman of the Board               September 25, 2009
-------------------------
Richard F. Spencer

\s\ Mary L. Williams         Vice Chairman of the Board          September 25, 2009
-------------------------
Mary L. Williams

\s\Keith N. Congdon          Director                            September 25, 2009
-------------------------
Keith N. Congdon.

\s\ Anthony S. Conte, Jr.    Director                            September 25, 2009
-------------------------
Anthony S. Conte, Jr.

\s\ Stephen L. Flynn         Director                            September 25, 2009
-------------------------
Stephen L. Flynn

\s\ Thomas L. Hamelin        Director                            September 24, 2009
-------------------------
Thomas L. Hamelin

\s\ J. Richard Murphy        Director                            September 25, 2009
-------------------------
J. Richard Murphy

\s\ Marybeth McInnis         Director                            September 24, 2009
-------------------------
Marybeth McInnis
</TABLE>


                                       43
<PAGE>
<TABLE>
<CAPTION>
<S>                          <C>                                 <C>

\s\ Kathleen R. Sachs        Director                            September 24, 2009
-------------------------
Kathleen R. Sachs

\s\ David A. Splaine         Director                            September 25, 2009
-------------------------
David A. Splaine

\s\Robert T. Wyman           Director                            September 25, 2009
-------------------------
Robert T. Wyman

\s\ John H. Yeaton           Director                            September 25, 2009
-------------------------
John H. Yeaton
</TABLE>


                                       44
<PAGE>