EXHIBIT 13

                          ANNUAL REPORT TO STOCKHOLDERS



                              ANNUAL REPORT - 2008


                                                                  [LOGO]
                                                               Georgetown
                                                              Bancorp, Inc.

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

                                                          THERE IS A DIFFERENCE.

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

<PAGE>

MISSION STATEMENT

GEORGETOWN  SAVINGS  BANK IS COMMITTED  TO MAKING A POSITIVE  DIFFERENCE  IN THE
COMMUNITIES WE SERVE.  OUR HIGHEST PRIORITY IS TO PROVIDE  EXCEPTIONAL  PERSONAL
SERVICE,  ACTING WITH HIGH ETHICAL  STANDARDS  AND IN THE BEST  INTERESTS OF OUR
CUSTOMERS,  SHAREHOLDERS  AND BUSINESS  PARTNERS.  WE STRIVE TO HELP EACH OF OUR
CUSTOMERS  ACHIEVE THEIR UNIQUE  FINANCIAL GOALS THROUGH A COMPETITIVE  ARRAY OF
FINANCIAL PRODUCTS AND SERVICES.



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

                                                          THERE IS A DIFFERENCE.

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

                                       2
<PAGE>

TABLE OF CONTENTS
----- -- --------

         MESSAGE FROM THE PRESIDENT ................................     4

         SELECTED FINANCIAL INFORMATION ............................     6

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

         REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ...   F-2

         CONSOLIDATED BALANCE SHEETS ...............................   F-3

         CONSOLIDATED STATEMENTS OF OPERATIONS .....................   F-4

         CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY    F-5

         CONSOLIDATED STATEMENTS OF CASH FLOWS .....................   F-6

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ................   F-8

                                       3
<PAGE>

Message from the President

On behalf of the Board of Directors  and all of our  dedicated  employees,  I am
pleased to present the 2008 Annual Report of Georgetown Bancorp, Inc.

During  the past  year,  while the  financial  services  industry  continued  to
confront   disturbing  economic  news  and  mounting  losses  due  primarily  to
deteriorating  credit  quality  related to  sub-prime  lending  and  speculative
construction  lending,  the Georgetown Savings Bank steadfastly remained focused
on our customers, community, and continued successful execution of our Strategic
Plan.

Our primary  objectives  for fiscal 2008 were to grow  commercial  loans,  while
maintaining  our high credit  standards,  grow core deposits,  especially in our
North Andover Office,  expand our net interest  margin and control  non-interest
expenses, in order to position the Company for future profitability and increase
shareholder value.

Several of our objectives were reached or exceeded,  however,  the Company's net
loss increased  during fiscal 2008, as our results were  negatively  affected by
two significant expenses. The necessary restructuring of supplemental retirement
agreements with certain executive officers and expenses  associated with initial
compliance with Sarbanes-Oxley (SOX) section 404 increased the after-tax loss by
$247,000.  Notwithstanding these expenses,  the Company's core operations showed
positive financial trends from the successful execution of our Strategic Plan.

The key element of the positive  trends has been our  seasoned  and  disciplined
commercial  lending team.  Our lenders  generated a significant  volume of loans
during  difficult  economic  times  in  a  safe  and  sound  manner.  They  have
successfully implemented a comprehensive credit management system to ensure that
all loans are  underwritten  and managed to the  highest  credit  standards.  In
addition,  they are very well connected in the  communities we serve and beyond,
giving  them  a  unique  advantage  when  competing  for  profitable  commercial
business.  We have  done  things  the right way by  prudently  building  a solid
foundation for future profitable growth.

Commercial  loans grew by 116% and were 30% of total loans as of June 30,  2008,
compared to 16% of total loans as of June 30, 2007. Asset quality remained high,
as we have had no  foreclosures  and our  non-performing  loans as a percent  of
total assets was 0.75%, which was below industry averages.

                                       4
<PAGE>

Core deposits grew by 19%, with greater than half of the increase  attributed to
our North Andover Office. As of June 30, 2008, deposits in North Andover grew by
70% to $20 million, bringing it closer to profitability. Our net interest margin
continued  to  expand,  increasing  by 12% over  last  year,  mainly  due to the
origination of  higher-yielding  commercial  loans and a decrease in our cost of
funds.

In fiscal 2008, we continued to be a strong  supporter of the local  communities
served by our branch network.  Almost $40,000 was contributed to local causes in
the   areas   of    Education/Scholarships,    Human    Services,    and   Youth
Sports/Activities.  Signature  sponsorships  include  the  Georgetown  Education
Foundation,  scholarships  for local high schools and Northern  Essex  Community
College,  the Georgetown  Peabody Library  capital  campaign,  Merrimack  Valley
Hospice House capital campaign, the YMCA of the North Shore, the YWCA of Greater
Newburyport,  the  Merrimack  Valley YMCA,  and the Melanoma  Foundation  of New
England/Michael Donohoe Road Race. We believe that maintaining our commitment to
the local  communities  we serve is central to our mission  and  critical to our
long term success.

Looking towards 2009, we remain focused on our strategic objectives of continued
commercial loan growth,  core deposit growth,  margin  improvement,  and expense
control. It is gratifying to me to know that our commitment to the business plan
is showing positive momentum.  Based on our most recent  projections,  we expect
the  Company to return to  profitability  during  fiscal 2009 and we continue to
believe that our plan will increase shareholder value in the long term.

We are  committed  to our mission and look  forward to your  continued  support.
Thank you.


Sincerely,

/s/ Robert E. Balletto

Robert E. Balletto
President/Chief Executive Officer

                                       5
<PAGE>
Selected Financial Information

                                                               At June 30,
                                                        ------------------------
                                                          2008            2007
                                                        --------        --------
                                                              (In thousands)
Selected Financial Condition Data:
Total assets                                            $184,741        $165,082
Cash and cash equivalents                                  5,455           5,603
Loans receivable, net                                    148,909         127,659
Investment securities                                     18,977          20,872
Deposits                                                 106,292          97,956
Borrowings (1)                                            59,873          48,592
Total stockholders' equity                                16,773          17,610


                                                           Years Ended June 30,
                                                         -----------------------
                                                          2008           2007
                                                         -------        -------
                                                         (In thousands, except
                                                             per share data)
Selected Operating Data:
Interest and dividend income                             $ 9,308        $ 8,912
Interest expense                                           5,037          5,084
                                                         -------        -------
   Net interest income                                     4,271          3,828
Provision for loan losses                                    152            105
                                                         -------        -------
    Net interest income after
        provision for loan losses                          4,119          3,723
Non-interest income                                          898            737
Non-interest expense                                       6,241          5,167
                                                         -------        -------
Loss before income taxes                                  (1,224)          (707)
Income tax benefit                                          (546)          (243)
                                                         -------        -------
   Net loss                                              $  (678)       $  (464)
                                                         =======        =======

Net loss per share:  Basic and diluted                   $( 0.26)       $( 0.18)


                                                             At or For the Years
                                                               Ended June 30,
                                                             ------------------
                                                              2008        2007
                                                             -------   -------

Selected Financial Ratios and Other Data:

Performance Ratios:
Return on assets (ratio of net loss to average total assets)  -0.40%    -0.28%
Return on equity (ratio of net loss to average equity)        -3.88%    -2.55%
Interest rate spread (2)                                       2.21%     1.97%
Net interest margin (3)                                        2.68%     2.46%
Efficiency ratio (4)                                         120.74%   113.19%
Non-interest expense to average total assets                   3.70%     3.13%
Average interest-earning assets to average interest-bearing
 liabilities                                                 114.97%   114.88%

Asset Quality Ratios:
Non-performing assets to total assets                          0.75%     1.37%
Non-performing loans to total loans                            0.92%     1.76%
Allowance for loan losses to non-performing loans             87.45%    47.62%
Allowance for loan losses to total loans                       0.81%     0.84%

Capital Ratios:
Stockholders' equity to total assets at end of period          9.08%    10.67%
Total capital to risk-weighted assets (5)                     11.80%    14.80%
Tier 1 capital to risk-weighted assets (5)                    10.90%    13.80%
Tier 1 capital to average assets (5)                           8.30%     9.10%

1.    Includes securities sold under agreement to repurchase.
2.    The  interest  rate  spread   represents   the   difference   between  the
      weighted-average yield on interest-earning assets and the weighted-average
      cost of interest-bearing liabilities for the period.
3.    The net interest  margin  represents  net interest  income as a percent of
      average interest-earning assets for the period.
4.    The efficiency ratio represents non-interest expense divided by the sum of
      net  interest  income  and  non-interest  income.
5.    Calculation is for Georgetown Savings Bank.

                                       6
<PAGE>

Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations


Overview

         Our results of operations  depend primarily on our net interest income.
Net interest income is the difference between the interest income we earn on our
interest-earning  assets,  consisting primarily of loans,  investment securities
and other interest-earning assets (primarily cash equivalents), and the interest
paid  on our  interest-bearing  liabilities,  consisting  primarily  of  savings
accounts, NOW accounts, money market accounts, time deposits and borrowings. Our
results of  operations  also are  affected by our  provisions  for loan  losses,
non-interest  income and  non-interest  expense.  Non-interest  income  consists
primarily of fees and service charges, income from bank-owned life insurance and
miscellaneous other income.  Non-interest expense consists primarily of salaries
and employee benefits,  occupancy and equipment,  data processing,  professional
fees, advertising and other administrative expenses.

         Our results of operations also may be affected significantly by general
and local economic and competitive conditions, changes in market interest rates,
governmental  policies  and  actions of  regulatory  authorities.  Additionally,
because our lending activity is concentrated in loans secured by residential and
commercial  real estate  located in the Essex County,  Massachusetts  region and
southern New Hampshire, downturns in this regional economy could have a negative
impact on our earnings.

         The  increase  in our net  operating  loss  during  fiscal 2008 was the
direct result of net expenses  recognized in conjunction with the  restructuring
of  supplemental  retirement  agreements  with  certain  executive  officers and
expenses  associated with initial compliance with  Sarbanes-Oxley  (SOX) section
404.  Excluding  these  expenses,  our net  operating  results  would have shown
improvement  compared to fiscal 2007.  Additionally,  our financial  performance
improved in several key areas during fiscal 2008. Net interest income  increased
11.6% for the year ended June 30,  2008,  while  total  assets grew by 11.9% and
total  deposits  grew by 8.5%.  This growth was  achieved in an  environment  of
significant local competition for loan and deposit balances.  We continued to be
successful in increasing our commercial  business  activities in accordance with
our strategic  plan. It is anticipated  that continued  growth of our commercial
business  activities  will improve future  financial  performance and return the
Company to profitability during fiscal 2009.

Critical Accounting Policies

         Critical   accounting  policies  are  those  that  involve  significant
judgments and assumptions by management and that have, or could have, a material
impact  on our  income  or  the  carrying  value  of our  assets.  Our  critical
accounting policies are those related to our allowance for loan losses.

                                       7
<PAGE>

         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
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.

         While  loan  quality  has  been  stable  in  recent  years,  with  loan
charge-offs  of $60,000  for the fiscal year ended June 30, 2008 and $62,000 for
the fiscal  year  ended  June 30,  2007,  the risks in the loan  portfolio  have
increased  based  on the  change  in loan  composition.  We have  allocated  the
allowance among  categories of loan types, as well as  classification  status at
each period-end date. Assumptions and allocation percentages based on loan types
and classification status have been consistently  applied.  Non-performing loans
may be assigned a higher percentage of allowance allocation.

         The  allowance  for loan  losses  was $1.2  million,  or 0.81% of loans
outstanding  at June 30, 2008, as compared with $1.1 million,  or 0.84% of loans
outstanding at June 30, 2007. Management used the same methodology and generally
similar assumptions in assessing the allowance for both years.

         Actual loan losses may be more than the allowances we have established,
which could have a material negative effect on our financial results.

                                       8
<PAGE>

Comparison of Financial Condition at June 30, 2008 and 2007

         Our total  assets  increased  by $19.6  million,  or  11.9%,  to $184.7
million at June 30, 2008,  from $165.1 million at June 30, 2007. The increase in
total assets  resulted  primarily  from  increases in net loans  receivable  and
short-term  investments,  partially offset by decreases in investment securities
held to  maturity  and  cash and due  from  banks.  The  increase  in net  loans
receivable of $21.2 million,  or 16.6%,  to $148.9 million at June 30, 2008, was
primarily due to increases in commercial  construction  loans,  commercial  real
estate and commercial loans and home equity loans and lines of credit, partially
offset  by  decreases  in  residential  one-to  four-family  loans.   Commercial
construction  loans increased $12.7 million or 287.7%,  to $17.0 million at June
30,  2008,  from $4.4  million  at June 30,  2007.  These  loans  are  primarily
collateralized by non-owner occupied  residential  properties.  Multi-family and
commercial  real estate loans  increased $8.4 million or 57.6%, to $22.9 million
at June 30,  2008,  from  $14.6  million  at June  30,  2007.  Commercial  loans
increased  $3.4 million or 159.9%,  to $5.6 million at June 30, 2008,  from $2.2
million at June 30, 2007. As a result of these changes,  the percentage of total
commercial loans to total loans at June 30, 2008 was 30.4%, compared to 16.4% at
June  30,  2007.  This  change  in the  composition  of our  loan  portfolio  is
reflective of the Company's continued success in implementing its strategic plan
of increasing our commercial business activities. One-to-four family residential
loans  decreased  $4.8 million or 5.1%, to $90.0 million at June 30, 2008,  from
$94.8  million at June 30, 2007, as  residential  loan payoffs were used to fund
commercial loan originations.


                                       9
<PAGE>


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

                                               At June 30,
                             ------------------------------------------------
                                      2008                      2007
                             ----------------------    ----------------------
                               Amount      Percent       Amount      Percent
                             ---------    ---------    ---------    ---------
                                          (Dollars in thousands)

Residential loans:
    One-to four-family       $  89,992        60.01%   $  94,806        73.74%
    Construction                 2,338         1.56%       1,589         1.24%
    Home equity loans
     and lines of credit        11,565         7.71%      10,304         8.01%
                             ---------    ---------    ---------    ---------
Total residential loans        103,895        69.28%     106,699        82.99%

Commercial loans:
    Multi-family and
     commercial real estate     22,934        15.29%      14,556        11.32%
    Construction                17,048        11.37%       4,398         3.42%
    Commercial                   5,607         3.74%       2,157         1.68%
                             ---------    ---------    ---------    ---------
Total commercial loans          45,589        30.40%      21,111        16.42%

Consumer and other                 486         0.32%         763         0.59%
                             ---------    ---------    ---------    ---------

Total loans                    149,970       100.00%     128,573       100.00%


Other items:
Net deferred loan costs            151                       165
Allowance for loan losses       (1,212)                   (1,079)
                             ---------                 ---------

Total loans, net             $ 148,909                 $ 127,659
                             =========                 =========

         Short-term investments increased $1.3 million, or 76.9% to $2.9 million
at June 30, 2008,  primarily due to a temporary  increase in over-night funds on
June 30, 2008. Investment securities held to maturity decreased $1.9 million, or
23.3%,  to $6.3 million at June 30, 2008, from $8.2 million at June 30, 2007, as
cash flows were used to fund commercial loan originations.

         Total deposits  increased  $8.3 million,  or 8.5%, to $106.3 million at
June 30, 2008,  from $98.0  million at June 30,  2007.  The increase in deposits
resulted  primarily  from a $10.7  million,  or 46.8%,  increase in money market
deposit accounts,  reflecting  promotional activity and a $3.3 million or 29.3%,
increase in demand  deposit  accounts,  partially  offset by a $2.7 million,  or
6.8%, decrease in term certificates,  a $1.5 million, or 12.8%,  decrease in NOW
accounts  and a $1.4  million,  or 11.9%,  decrease  in  savings  accounts.  Our
advances  from the Federal Home Loan Bank (FHLB)  increased  $11.6  million,  or
24.3%,  to $59.3 million at June 30, 2008,  from $47.7 million at June 30, 2007.
Long-term FHLB advances increased $7.4 million or 19.7% and short-term  advances
increased  $4.1 million or 42.1%.  FHLB advance  proceeds were primarily used to
fund commercial loan originations.

                                       10
<PAGE>

         Stockholders'  equity decreased $837,000,  or 4.8%, to $16.8 million at
June 30, 2008,  from $17.6 million at June 30, 2007.  The decrease was primarily
due to the  net  operating  loss  for the  period  and  the  repurchases  of the
Company's  stock,  partially offset by the impact of adjusting the fair value of
available-for-sale  securities due to market interest rate changes. The decrease
in  stockholders'  equity  reflected the net operating  loss of $678,000 for the
fiscal  year  ended  June 30,  2008,  which was  partially  offset by an $82,000
reduction  of  unearned   compensation  related  the  Company's  Employee  Stock
Ownership Plan. As part of the stock  repurchase plan approved on July 31, 2007,
the Company purchased 53,663 shares at an average cost of $6.99 per share during
the fiscal year, which decreased  stockholders'  equity by $376,000.  Offsetting
the  decrease  in  stockholders'  equity was a  decrease  in  accumulated  other
comprehensive  loss of $160,000 to $19,000 at June 30,  2008,  from  $179,000 at
June 30, 2007, reflecting $30,000 in net pre-tax unrealized losses on securities
available for sale for the fiscal year ended June 30, 2008, compared to $283,000
for the fiscal year ended June 30, 2007.

Comparison of Operating Results for the Years Ended June 30, 2008 and 2007

         General.  The net loss for the  fiscal  year  ended  June 30,  2008 was
$678,000,  compared to a net loss of $464,000 for the fiscal year ended June 30,
2007, resulting in an $214,000 or 46.4%,  increase in the net loss. The increase
was primarily related to an increase in non-interest expenses,  partially offset
by an increase in net interest income and non-interest income.

         Interest  Income.  Interest income  increased by $396,000,  or 4.4%, to
$9.3 million for the fiscal year ended June 30, 2008,  from $8.9 million for the
fiscal  year ended June 30,  2007.  The  increase in  interest  income  resulted
primarily from an increase in interest income from loans  receivable,  partially
offset by a decrease in interest  and  dividend  income  from  securities  and a
decrease  in  interest  income  from  short-term  investments.  The  increase in
interest  income  reflected  a $3.3  million,  or 2.1%  increase  in the average
balance of  interest-earning  assets to $159.1 million for the fiscal year ended
June 30, 2008,  from $155.8  million for the fiscal year ended June 30, 2007, as
well as a 13 basis  point  increase  in the  average  yield on  interest-earning
assets to 5.85% for the  fiscal  year ended  June 30,  2008,  from 5.72% for the
fiscal year ended June 30, 2007, reflecting an increase in market interest rates
and a change in the loan portfolio composition to higher-yielding commercial and
commercial real estate loans.

         Interest income from loans receivable  increased $619,000,  or 8.2%, to
$8.2 million for the fiscal year ended June 30, 2008,  from $7.6 million for the
fiscal year ended June 30, 2007.  The increase was due to a $6.9 million or 5.3%
increase in the average balance of loans receivable during fiscal 2008 to $135.7
million  from $128.8  million,  as well as an  increase in the average  yield to
6.04% from  5.89%.  The  increase  in the  average  balance of loans  receivable
reflected our continued  success in originating  commercial  loans in our market
area.  Interest  and  dividend  income  from  investment   securities  decreased
$213,000,  or 16.6%,  to $1.1  million for the fiscal year ended June 30,  2008,
from $1.3 million for the fiscal year ended June 30, 2007. The decrease resulted
from a $3.6  million or 13.9%  decrease  in the  average  balance of  investment
securities to $22.4 million for the fiscal year ended June 30, 2008,  from $26.0
million for

                                       11
<PAGE>

the fiscal year ended June 30, 2007,  as well as a decrease in the average yield
to 4.77% from 4.92%. The decrease in average  balances of investment  securities
reflected cash flows being used to fund commercial loan  originations.  Interest
income from short-term  investments  decreased $10,000, or 22.0%, to $38,000 for
the fiscal year ended June 30, 2008, from $48,000 for the fiscal year ended June
30, 2007. The decrease  resulted  primarily from a decrease in the average yield
to 3.78% from 5.18%.

         Interest Expense.  Interest expense decreased $47,000, or 0.9%, to $5.0
million  for fiscal  2008.  The  decrease in interest  expense  resulted  from a
decrease  in the average  cost of  liabilities  to 3.64% from  3.75%,  partially
offset  by a  $2.8  million,  or  2.1%,  increase  in  the  average  balance  of
interest-bearing  liabilities  to $138.4  million for the fiscal year ended June
30, 2008, from $135.6 million for the fiscal year ended June 30, 2007.

         Interest expense on total deposits increased $25,000, or 0.9%, due to a
$2.0  million,  or 2.4%,  increase  in the average  balance of  interest-bearing
deposits,  partially offset by a 5 basis point decrease in the average rate paid
on such deposits.  Interest expense in all deposit  categories  decreased except
for money market accounts,  which benefited from promotional activity.  Interest
expense on money market deposits  increased  $166,000,  or 25.1%,  due to a $6.7
million,  or 32.3%  increase in the average  balance of money  market  accounts,
partially  offset by an 18 basis point decrease in the average rate paid on such
deposits.  Interest  expense on certificates of deposit  decreased  $82,000,  or
4.6%, due to a $2.6 million,  or 6.2%,  decrease in the average  balance of such
deposits,  partially  offset by an 8 basis point  increase  in the average  rate
paid.  Interest expense on NOW accounts decreased $41,000, or 31.7%, due to a 51
basis point decrease in the average rate paid on such deposits, partially offset
by a  $409,000,  or 4.6%,  increase  in the  average  balance  of NOW  accounts.
Additionally,  interest expense on savings accounts decreased $18,000, or 42.5%,
due to a 10 basis point  decrease in the average rate paid on such  deposits and
by a $2.4  million,  or  18.4%,  decrease  in the  average  balance  of  savings
accounts.

         Interest expense on FHLB advances decreased $71,000, or 2.9%, primarily
due to a 22 basis  point  decrease in the  average  rate paid on such  advances,
partially offset by a $828,000,  or 1.6% increase in the average balance of FHLB
advances.

         Net Interest Income. Net interest income increased $443,000,  or 11.6%,
to $4.3 million for the fiscal year ended June 30,  2008,  from $3.8 million for
the fiscal year ended June 30, 2007.  The increase was the result of an increase
of our net  interest  margin and an  increase  in average  net  interest-earning
assets.  The  increase  in our net  interest  margin  reflected  the more  rapid
re-pricing   of   our   interest-bearing   liabilities   as   compared   to  our
interest-earning  assets in a downward trending  interest rate environment.  Our
net interest  margin  increased to 2.68% during  fiscal 2008,  from 2.46% during
fiscal 2007. Average net interest-earning assets increased $543,000, or 2.7%, to
$20.7  million for the fiscal year ended June 30, 2008,  from $20.2  million for
the fiscal year ended June 30, 2007.

                                       12
<PAGE>

         Provision for Loan Losses.  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.  After an evaluation  of these  factors,  management  made a
provision of $152,000 for the fiscal year ended June 30, 2008,  as compared to a
$105,000 provision for the fiscal year ended June 30, 2007.

         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  business
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
changes in economic  conditions  and other factors.  In addition,  the Office of
Thrift Supervision (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.

         Non-interest Income.  Non-interest income increased $161,000,  or 22.0%
to $898,000 for the fiscal year ended June 30, 2008, as compared to $737,000 for
the fiscal  year ended June 30,  2007.  The  increase  was  primarily  due to an
increase  in the  cash  surrender  value of bank  owned  life  insurance  (BOLI)
recognized in conjunction  with the  restructuring  of  supplemental  retirement
agreements  with certain  executive  officers and fee income  related to deposit
accounts.  Income from BOLI  increased  $179,000,  or 258.4% to $249,000 for the
fiscal  year ended June 30,  2008,  as  compared  to $70,000 for the fiscal year
ended June 30, 2007. Income from ATM service charges increased $26,000, or 27.1%
to $121,000 for the fiscal year ended June 30, 2008,  as compared to $95,000 for
the fiscal year ended June 30, 2007. Income from our overdraft privilege program
increased $17,000,  or 4.4% to $396,000 for the fiscal year ended June 30, 2008,
as compared to $379,000 for the fiscal year ended June 30, 2007. Fee income from
commercial  loan  pre-payments  decreased  $44,000,  or 96.6% to $2,000  for the
fiscal  year ended June 30,  2008,  as  compared  to $46,000 for the fiscal year
ended June 30, 2007.  Financial services income decreased  $22,000,  or 95.8% to
$1,000 for the fiscal year

                                       13
<PAGE>

ended June 30,  2008,  as compared to $23,000 for the fiscal year ended June 30,
2007,  as the Company  restructured  the program to operate on a referral  basis
during fiscal 2007.

         Non-interest  Expense.  Non-interest expense increased $1.1 million, or
20.8%, to $6.2 million for the fiscal year ended June 30, 2008, compared to $5.2
million for the fiscal year ended June 30, 2007.  The increase was primarily due
to  expenses  associated  with  the  restructuring  of  supplemental  retirement
agreements  with  certain  executive  officers  and  salary  expense.   Expenses
associated with the restructuring of supplemental  retirement agreements totaled
$758,000 and included a $581,000 increase in the accrued  retirement  liability,
$116,000  in  professional  fees for  consultants  and  $61,000 in  compensation
expense  associated with executive  officer life insurance  premiums.  Excluding
these expenses,  total non-interest  expenses would have increased $316,000,  or
6.1%. Salaries and employee benefits increased $913,000, or 34.4%, primarily due
to  $642,000 of  expenses  associated  with the  restructuring  of  supplemental
retirement  agreements,  incentive  plan  compensation  expense of $100,000  and
salary and  benefits  expense  for  additions  to  staffing.  Occupancy  expense
decreased  $33,000,  or  3.7%,  primarily  due  to a  decrease  in  repairs  and
maintenance  expense of $27,000,  or 42.9%. Data processing  expenses  increased
$48,000,  or  15.7%,  primarily  due to  expenses  associated  with new  product
offerings.  Professional  fees increased  $150,000,  or 52.3%,  primarily due to
$116,000 of expense associated with the restructuring of supplemental retirement
agreements  and  $63,000  associated  with  compliance  with  SOX  section  404.
Advertising expenses decreased $17,000, or 7.9%, to $200,000 for the fiscal year
ended June 30, 2008,  as compared to $217,000 for the fiscal year ended June 30,
2007. Our other general and administrative  expense increased $13,000,  or 1.6%,
to $813,000 for the fiscal year ended June 30, 2008, from $800,000 for the prior
fiscal year.  The increase was  primarily  due to an increase in FDIC  insurance
premiums of $35,000 and an increase of $29,000 in fees  associated  with our ATM
network, partially offset by a decrease in recruitment expense of $59,000.

         Income Tax  Expense.  The loss before  income taxes of $1.2 million and
$707,000  for the  fiscal  years  ended  June 30,  2008 and 2007,  respectively,
resulted in an income tax benefit of $546,000  and $243,000 for the fiscal years
ended June 30,  2008 and 2007,  respectively.  The  effective  tax rates for the
fiscal years ended June 30, 2008 and 2007 were 44.6% and 34.4%, respectively.

         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. As a result,  the tax
rate used to compute the  deferred  tax asset may be reduced for the year ending
June 30,  2009.  Management  estimates  the impact to be a reduction  in the net
deferred tax asset of approximately $15,000.

                                       14
<PAGE>

Average Balance Sheet

         The following table sets forth average  balance sheets,  average yields
and  costs,  and  certain  other  information  for  the  periods  indicated.  No
tax-equivalent  yield  adjustments  were  made,  as the effect  thereof  was not
material.  All average balances are daily average  balances.  Non-accrual  loans
were included in the computation of average balances, but have been reflected in
the table as loans carrying a zero yield. The yields set forth below include the
effect of deferred  fees,  discounts and premiums that are amortized or accreted
to interest income or expense.

<TABLE>
<CAPTION>
                                                                               Fiscal Years Ended June 30,
                                            At June 30,      -----------------------------------------------------------------
                                                2008                        2008                             2007
                                        ------------------   ------------------------------    -------------------------------
                                                   Weighted   Average                           Average
                                       Outstanding Average  Outstanding              Yield/   Outstanding               Yield/
                                         Balance     Rate     Balance     Interest    Rate      Balance    Interest      Rate
                                        --------    ------   ---------   ---------   ------    ---------   --------     ------
<S>                                      <C>        <C>        <C>          <C>       <C>        <C>         <C>        <C>
                                                                         (Dollars in thousands)
Interest-earning assets:
Loans                                   $150,121     5.99%   $ 135,702   $   8,202     6.04%   $ 128,830   $  7,583      5.89%
Investment securities (1)                 21,985     4.35%      22,409       1,068     4.77%      26,014      1,281      4.92%
Short-term investments                     2,923     1.92%       1,005          38     3.78%         927         48      5.18%
                                        --------             ---------   ---------             ---------   --------
     Total interest-earning assets       175,029     5.71%     159,116       9,308     5.85%     155,771      8,912      5.72%
Non-interest-earning assets                9,712                 9,410          --                 9,348        --
                                        --------             ---------   ---------             ---------   --------
Total assets                            $184,741             $ 168,526   $   9,308              $165,119   $  8,912
                                        ========             =========   =========             =========   ========

Interest-bearing liabilities:
Savings deposits                        $ 10,498     0.11%   $  10,715   $      26     0.24%   $  13,134   $     44      0.34%
NOW accounts                              10,057     0.14%       9,222          86     0.93%       8,813        127      1.44%
Money market accounts                     33,524     2.29%      27,270         830     3.04%      20,620        664      3.22%
Certificates of deposit                   37,712     3.72%      39,368       1,719     4.37%      41,981      1,801      4.29%
                                        --------             ---------   ---------             ---------   --------
    Total interest-bearing deposits       91,791     2.39%      86,575       2,661     3.07%      84,548      2,636      3.12%
FHLB advances                             59,321     3.94%      51,062       2,369     4.64%      50,234      2,440      4.86%
Repurchase agreements                        552     0.50%         764           7     0.92%         817          8      0.98%
                                        --------             ---------   ---------             ---------   --------
    Total interest-bearing liabilities   151,664     2.99%     138,401       5,037     3.64%     135,599      5,084      3.75%
Non-interest-bearing liabilities:
    Demand deposits                       14,501                11,973                            11,078
    Other non-interest-bearing
      liabilities                          1,803                   678                               266
                                        --------             ---------                         ---------
Total liabilities                        167,968               151,052                           146,943
    Stockholders' equity                  16,773                17,474                            18,176
                                        --------             ---------                         ---------
     Total liabilities and equity       $184,741             $ 168,526                         $ 165,119
                                        ========             =========                         =========

Net interest income                                                      $   4,271                         $  3,828
                                                                         =========                         ========
Net interest rate spread (2)                         2.72%                             2.21%                             1.97%
Net interest-earning assets (3)         $ 23,365             $  20,715                         $ 20,172
                                        ========             =========                         ========
Net interest margin (4)                                                                2.68%                             2.46%
Average of interest-earning
     assets to interest-bearing
      liabilities                                  115.41%                           114.97%                           114.88%
</TABLE>

-------------------------------------------------------------------------------
(1)    Consists entirely of taxable investment securities.
(2)    Net interest rate spread  represents the difference  between the yield on
       average  interest-earning assets and the cost of average interest-bearing
       liabilities.
(3)    Net interest-earning assets represents total interest-earning assets less
       total  interest-bearing  liabilities.
(4)    Net  interest  margin  represents  net interest income divided by average
       total interest-earning assets.

                                       15
<PAGE>

Rate/Volume Analysis

         The following  table presents the effects of changing rates and volumes
on our net interest income for the periods indicated.  The rate column shows the
effects  attributable  to changes in rate  (changes in rate  multiplied by prior
volume).  The volume column shows the effects  attributable to changes in volume
(changes in volume  multiplied by prior rate). The net column represents the sum
of the prior columns.  For purposes of this table,  changes attributable to both
rate  and   volume,   which   cannot  be   segregated,   have   been   allocated
proportionately, based on the changes due to rate and the changes due to volume.

                                              Fiscal Years Ended June 30,
                                                     2008 vs. 2007
                                        ----------------------------------------
                                        Increase (Decrease) Due to
                                        --------------------------
                                          Volume          Rate           Net
                                        -----------    -----------   -----------
                                              (In thousands)

 Interest-earning assets:
 Loans                                  $       404    $       215   $      619
 Investment securities (1)                     (178)           (35)        (213)
 Short-term investments                           4            (14)         (10)
                                        -----------    -----------   ----------

      Total interest-earning assets             230            166          396

 Interest-bearing liabilities:
 Savings deposits                                (8)           (10)         (18)
 NOW accounts                                     6            (47)         (41)
 Money market accounts                          214            (48)         166
 Certificates of deposit                       (112)            30          (82)
                                        -----------    -----------   ----------

      Total interest-bearing deposits           100            (75)          25

 FHLB advances                                   40           (111)         (71)
 Repurchase agreements                           (1)            --           (1)
                                        -----------    -----------   ----------

     Total interest-bearing liabilities         139           (186)         (47)
                                        -----------    -----------   ----------

 Change in net interest income          $        91    $       352   $      443
                                        ===========    ===========   ==========

 ------------------------------------------------------------------
      (1) Consists entirely of taxable investment securities.


Management of Market Risk

         General.  The  majority of our assets and  liabilities  are monetary in
nature. Consequently,  our most significant form of market risk is interest rate
risk (IRR).  Our assets,  consisting  primarily of mortgage  loans,  have longer
maturities than our liabilities,  consisting primarily of deposits. As a result,
a  principal  part of our  business  strategy  is to manage  IRR and  reduce the
exposure  of our net  interest  income  to  changes  in market  interest  rates.
Accordingly,   our  Board  of  Directors  has  established  an   Asset/Liability
Management  Committee,  which is responsible  for evaluating the IRR inherent in
our

                                       16
<PAGE>

assets and  liabilities,  for determining the level of risk that is appropriate,
given our business  strategy,  operating  environment,  capital,  liquidity  and
performance  objectives,   and  for  managing  this  risk  consistent  with  the
guidelines  approved by the Board of Directors.  Senior management  monitors the
level of IRR on a regular  basis and the  Asset/Liability  Committee  meets on a
monthly basis to review our asset/liability  policies and position, IRR position
and to discuss and implement IRR strategies.

         We have sought to manage our IRR in order to minimize  the  exposure of
our earnings and capital to changes in interest rates.  We have  implemented the
following  strategies  to manage our IRR: (i)  offering a variety of  adjustable
rate loan products, including adjustable rate one- to four-family,  multi-family
and non-residential mortgage loans, and short-term consumer loans; (ii) offering
shorter-term fixed rate mortgage loans; (iii) using alternative funding sources,
such as advances from the FHLB;  and (iv) deposit  pricing  strategies and short
duration  investments.  By following  these  strategies,  we believe that we are
better positioned to react to changes in market interest rates.

Net Interest Income  Simulation.  IRR can result from timing  differences in the
maturity/repricing of an institution's assets, liabilities and off-balance sheet
contracts;  the effect of embedded options, such as call or convertible options,
loan prepayments, interest rate caps, and deposit withdrawals; unexpected shifts
of the yield  curve that  affect both the slope and shape of the yield curve and
differences in the behavior of lending and funding rates,  sometimes referred to
as basis risk. Given the potential types and differing  related  characteristics
of IRR, it is important that the Company maintain an appropriate process and set
of measurement  tools,  which enables it to identify and quantify its sources of
IRR.  The  Company's  primary  tool in managing  IRR in this manner is an income
simulation  model. This model measures the net interest income at risk primarily
under three different interest rate scenarios. Specifically, net interest income
is  measured  assuming  market  interest  rates  remain  unchanged,  where rates
increase 200 basis points and where rates decrease 100 basis points from current
market rates over a one-year  time horizon.  The changes in net interest  income
due to changes in market  interest  rates  reflect the rate  sensitivity  of the
Company's interest-bearing assets and liabilities.

The  following  table  presents,  for the year ended June 30, 2008 the estimated
changes in net interest income that would result from changes in market interest
rates over the next twelve-month period.

                Changes in
              Interest Rates      Net Interest
              (Basis Points)         Income         % Change
              --------------      ------------      --------
                             (Dollars in thousands)

                    200              $5,595          -1.6%
                      0              $5,685           0.0%
                   -100              $5,711           0.5%

                                       17
<PAGE>

Certain  shortcomings  are  inherent  in the  methodology  used in the above IRR
measurement.  Modeling changes in net interest income simulation requires making
certain  assumptions  that may or may not  reflect  the  manner in which  actual
yields and costs respond to changes in market  interest  rates.  In this regard,
the net interest income  simulation table presented assumes that the composition
of our interest-sensitive  assets and liabilities existing at the beginning of a
period  remains  constant  over the period  being  measured  and assumes  that a
particular  change in interest  rates is  reflected  uniformly  across the yield
curve   regardless  of  the  duration  or  repricing  of  specific   assets  and
liabilities.  Accordingly,  although the net interest  income  simulation  table
provides an indication of our IRR exposure at a particular  point in time,  such
measurements  are not  intended to and do not provide a precise  forecast of the
effect of changes in market  interest rates on our net interest  income and will
differ from actual results.

Liquidity and Capital Resources

         Liquidity  is  the  ability  to  meet  current  and  future   financial
obligations  of a short-term  nature.  Our primary  sources of funds  consist of
deposit inflows,  loan repayments and maturities and sales of securities.  While
maturities and scheduled  amortization  of loans and securities are  predictable
sources of funds,  deposit flows and mortgage prepayments are greatly influenced
by general interest rates, economic conditions and competition.

         We regularly review the need to adjust our investments in liquid assets
based upon our  assessment  of (1) expected  loan demand,  (2) expected  deposit
flows, (3) yields available on interest-earning deposits and securities, and (4)
the objectives of our asset/liability  management program.  Excess liquid assets
are   invested   generally   in   interest-earning   deposits   and  short-  and
intermediate-term securities.

         Our most  liquid  assets are cash and cash  equivalents.  The levels of
these assets are dependent on our  operating,  financing,  lending and investing
activities  during any given period. At June 30, 2008, cash and cash equivalents
totaled $5.5 million. Securities classified as available-for-sale, which provide
additional  sources of  liquidity,  totaled  $12.7  million at June 30, 2008. In
addition,  at  June  30,  2008,  we  had  the  ability  to  borrow  a  total  of
approximately $73.6 million from the FHLB. On that date, we had $59.3 million in
advances outstanding.

         At June 30, 2008, we had $4.9 million in loan commitments  outstanding.
In  addition  to  commitments  to  originate  loans,  we had  $20.4  million  in
unadvanced  funds to borrowers.  Certificates  of deposit due within one year of
June 30,  2008  totaled  $18.6  million,  or 17.5% of total  deposits.  If these
deposits do not remain  with us, we will be  required  to seek other  sources of
funds,  including other certificates of deposit and FHLB advances.  Depending on
market  conditions,  we may be required to pay higher rates on such  deposits or
other borrowings, than we currently pay on the certificates of deposit due on or
before June 30,  2008.  We believe,  however,  based on past  experience  that a
significant  portion of our certificates of deposit will remain with us. We have
the  ability to attract and retain  deposits by  adjusting  the  interest  rates
offered.

                                       18
<PAGE>

         We have no material  commitments  or demands  that are likely to affect
our  liquidity  other than set forth  below.  In the event loan  demand  were to
increase at a pace greater than expected, or any unforeseen demand or commitment
were to occur, we would access our borrowing capacity with the FHLB.

         Our primary  investing  activities are the origination of loans and the
purchase of securities. In fiscal 2008, we originated $52.6 million of loans and
purchased  $5.5 million of  securities.  In fiscal  2007,  we  originated  $24.3
million of loans and purchased $499,000 of securities.

         Financing  activities consist primarily of activity in deposit accounts
and FHLB  advances.  We experienced a net increase in total deposits of $8.3 and
$247,000  for the  fiscal  years  ended  June 30,  2008 and 2007,  respectively.
Deposit flows are affected by the overall level of interest rates,  the interest
rates and products offered by us and our local competitors and other factors. We
generally  manage the pricing of our deposits to be  competitive.  FHLB advances
reflected net  increases of $11.6  million and decreases of $3.5 million  during
the fiscal years ended June 30, 2008 and 2007, respectively.  FHLB advances have
primarily been used to fund loan demand and purchase securities.

         Georgetown  Savings  Bank is  subject  to  various  regulatory  capital
requirements  administered by the OTS,  including a risk-based  capital measure.
The  risk-based  capital  guidelines  include both a definition of capital and a
framework for calculating risk-weighted assets by assigning balance sheet assets
and  off-balance  sheet  items  to broad  risk  categories.  At June  30,  2008,
Georgetown Savings Bank exceeded all of the OTS regulatory capital requirements.
Georgetown  Savings  Bank is  considered  "well  capitalized"  under  regulatory
guidelines.  See Note 12 of the Notes to the consolidated  financial  statements
for additional information.

Impact of Inflation and Changing Prices

The consolidated  financial  statements and related notes of Georgetown Bancorp,
Inc. have been  prepared in  accordance  with  accounting  principles  generally
accepted in the United States of America  (GAAP).  GAAP  generally  requires the
measurement of financial  position and operating  results in terms of historical
dollars without  consideration  for changes in the relative  purchasing power of
money over time due to  inflation.  The impact of  inflation is reflected in the
increased cost of our operations.  Unlike industrial  companies,  our assets and
liabilities  are primarily  monetary in nature.  As a result,  changes in market
interest  rates  have a  greater  impact  on  performance  than the  effects  of
inflation.

                                       19
<PAGE>



                     GEORGETOWN BANCORP, INC. AND SUBSIDIARY
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS




                                                                         Page

Report of Independent Registered Public Accounting Firm                  F-2

Consolidated Balance Sheets                                              F-3

Consolidated Statements of Operations                                    F-4

Consolidated Statements of Changes in Stockholders' Equity               F-5

Consolidated Statements of Cash Flows                                 F-6 - F-7

Notes to Consolidated Financial Statements                            F-8 - F-41





<PAGE>

[LETTERHEAD OF WOLF & COMPANY, P.C.]


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



The Board of Directors and Stockholders
Georgetown Bancorp, Inc.
Georgetown, Massachusetts

We have  audited the  accompanying  consolidated  balance  sheets of  Georgetown
Bancorp,  Inc.  and  Subsidiary  as of June 30,  2008 and 2007,  and the related
consolidated statements of operations,  changes in stockholders' equity and cash
flows for the years then ended. These consolidated  financial statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the financial position of Georgetown Bancorp,
Inc.  and  Subsidiary  as of June 30,  2008 and 2007,  and the  results of their
operations  and their cash flows for the years  then  ended in  conformity  with
accounting principles generally accepted in the United States of America.


/s/ Wolf & Company, P.C.

Boston, Massachusetts
September 2, 2008


                                      F-2
<PAGE>
<TABLE>
<CAPTION>

                           GEORGETOWN BANCORP, INC. AND SUBSIDIARY

                                 CONSOLIDATED BALANCE SHEETS

                                  At June 30, 2008 and 2007

                                           ASSETS

                                                                        2008          2007
                                                                      ---------    ---------
                                                                          (In thousands)
<S>                                                                       <C>          <C>
Cash and due from banks                                               $   2,532    $   3,950
Short-term investments                                                    2,923        1,653
                                                                      ---------    ---------
               Total cash and cash equivalents                            5,455        5,603

Securities available for sale, at fair value                             12,703       12,690
Securities held to maturity, at amortized cost                            6,274        8,182
Federal Home Loan Bank stock, at cost                                     3,008        2,905
Loans, net of allowance for loan losses of $1,212,000
    at June 30, 2008 and $1,079,000 at June 30, 2007                    148,909      127,659
Premises and equipment, net                                               4,458        4,816
Accrued interest receivable                                                 674          682
Bank-owned life insurance                                                 2,406        1,416
Other assets                                                                854        1,129
                                                                      ---------    ---------

               Total assets                                           $ 184,741    $ 165,082
                                                                      =========    =========

                            LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits                                                              $ 106,292    $  97,956
Securities sold under agreements to repurchase                              552          869
Short-term Federal Home Loan Bank advances                               14,000        9,850
Long-term Federal Home Loan Bank advances                                45,321       37,873
Mortgagors' escrow accounts                                                 361          317
Accrued expenses and other liabilities                                    1,442          607
                                                                      ---------    ---------
               Total liabilities                                        167,968      147,472
                                                                      ---------    ---------

Commitments and contingencies (Notes 6 and 15)

Stockholders' equity:
Preferred stock, $0.10 par value per share: 1,000,000
shares authorized; none outstanding                                          --           --
Common stock, $0.10 par value per share: 10,000,000
shares authorized; 2,777,250 shares issued                                  278          278
Additional paid-in capital                                               11,452       11,452
Retained earnings                                                         6,819        7,522
Accumulated other comprehensive loss                                        (19)        (179)
Unearned compensation - ESOP (57,271 and 65,463 shares unallocated
    at June 30, 2008 and 2007, respectively)                               (573)        (655)
Treasury stock, at cost (138,863 and 85,200 shares at June 30, 2008
    and June 30, 2007, respectively)                                     (1,184)        (808)
                                                                      ---------    ---------
               Total stockholders' equity                                16,773       17,610
                                                                      ---------    ---------

               Total liabilities and stockholders' equity             $ 184,741    $ 165,082
                                                                      =========    =========

See accompanying notes to consolidated financial statements.

                                            F-3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                      GEORGETOWN BANCORP, INC. AND SUBSIDIARY

                       CONSOLIDATED STATEMENTS OF OPERATIONS

                         Years Ended June 30, 2008 and 2007

                                                           2008            2007
                                                        -----------    -----------
                                                     (In thousands, except share data)
<S>                                                           <C>            <C>
Interest and dividend income:
    Loans, including fees                               $     8,202    $     7,583
    Securities                                                1,068          1,281
    Short-term investments                                       38             48
                                                        -----------    -----------
               Total interest and dividend income             9,308          8,912
                                                        -----------    -----------

Interest expense:
    Deposits                                                  2,661          2,636
    Short-term Federal Home Loan Bank advances                  380            840
    Long-term Federal Home Loan Bank advances                 1,989          1,600
    Securities sold under agreements to repurchase                7              8
                                                        -----------    -----------
               Total interest expense                         5,037          5,084
                                                        -----------    -----------

Net interest income                                           4,271          3,828
Provision for loan losses                                       152            105
                                                        -----------    -----------
Net interest income, after provision for loan losses          4,119          3,723
                                                        -----------    -----------

Non-interest income:
    Customer service fees                                       612            591
    Income from bank-owned life insurance                       249             70
    Other                                                        37             76
                                                        -----------    -----------
               Total non-interest income                        898            737
                                                        -----------    -----------

Non-interest expenses:
    Salaries and employee benefits                            3,571          2,658
    Occupancy and equipment expenses                            868            901
    Data processing expenses                                    351            303
    Professional fees                                           438            288
    Advertising expense                                         200            217
    Other general and administrative expenses                   813            800
                                                        -----------    -----------
               Total non-interest expenses                    6,241          5,167
                                                        -----------    -----------

Loss before income taxes                                     (1,224)          (707)

Income tax benefit                                             (546)          (243)
                                                        -----------    -----------

Net loss                                                $      (678)   $      (464)
                                                        ===========    ===========

Weighted-average number of common shares outstanding:
   Basic and diluted                                      2,594,691      2,640,981

Net loss per share:
   Basic and diluted                                    $     (0.26)   $     (0.18)

See accompanying notes to consolidated financial statements.

                                        F-4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                               GEORGETOWN BANCORP, INC. AND SUBSIDIARY

                                     CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

                                                 Years Ended June 30, 2008 and 2007


                                                                                  Accumulated
                                                         Additional                  Other      Unearned
                                              Common       Paid-in    Retained  Comprehensive Compensation-  Treasury
                                               Stock       Capital    Earnings       Loss         ESOP         Stock        Total
                                             ---------    ---------   ---------    ---------    ---------    ---------    ---------
                                                                                 (In thousands)
<S>                                          <C>          <C>         <C>          <C>          <C>          <C>          <C>
Balance at June 30, 2006                     $     278    $  11,452   $   7,996    $    (330)   $    (737)   $      --    $  18,659
                                                                                                                          ---------

Comprehensive loss:
    Net loss                                        --           --        (464)          --           --           --         (464)
    Net unrealized gain on securities
        available for sale, net of related
        tax effects of $89,000                      --           --          --          151           --           --          151
                                                                                                                          ---------
                 Total comprehensive loss                                                                                      (313)
                                                                                                                          ---------

Common stock held by ESOP allocated or
committed to be allocated (8,190 shares)            --           --         (10)          --           82           --           72

Treasury stock purchased (85,200 shares)            --           --          --           --           --         (808)        (808)
                                             ---------    ---------   ---------    ---------    ---------    ---------    ---------

Balance at June 30, 2007                     $     278    $  11,452   $   7,522    $    (179)   $    (655)   $    (808)   $  17,610
                                                                                                                          ---------


Comprehensive loss:
    Net loss                                        --           --        (678)          --           --           --         (678)
    Net unrealized gain on securities
        available for sale, net of related
        tax effects of $93,000                      --           --          --          160           --           --          160
                                                                                                                          ---------
                 Total comprehensive loss                                                                                      (518)
                                                                                                                          ---------

Common stock held by ESOP allocated or
committed to be allocated (8,192 shares)            --           --         (25)          --           82           --           57

Treasury stock purchased (53,663 shares)            --           --          --           --           --         (376)        (376)
                                             ---------    ---------   ---------    ---------    ---------    ---------    ---------

Balance at June 30, 2008                     $     278    $  11,452   $   6,819    $     (19)   $    (573)   $  (1,184)   $  16,773
                                             =========    =========   =========    =========    =========    =========    =========

See accompanying notes to consolidated financial statements.

                                                                F-5
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                               GEORGETOWN BANCORP, INC. AND SUBSIDIARY

                                CONSOLIDATED STATEMENTS OF CASH FLOWS

                                  Years Ended June 30, 2008 and 2007


                                                                                    2008        2007
                                                                                  --------    --------
                                                                                     (In thousands)
<S>                                                                                    <C>         <C>
Cash flows from operating activities:
Net loss                                                                          $   (678)   $   (464)
    Adjustments to reconcile net loss to net cash
        used by operating activities:
            Provision for loan losses                                                  152         105
            Accretion of securities, net                                               (32)        (46)
            Accretion of deferred loan costs, net                                       (4)        (37)
            Depreciation and amortization expense                                      454         460
            Decrease (increase) in accrued interest receivable                           8          (8)
            Income from bank-owned life insurance                                     (249)        (70)
            Deferred tax benefit                                                      (557)       (183)
            ESOP compensation expense                                                   57          72
            Increase in accrual for supplemental retirement agreement liability        612          22
            Other, net                                                                 221          (8)
                                                                                  --------    --------
                  Net cash used by operating activities                                (16)       (157)
                                                                                  --------    --------

Cash flows from investing activities:
    Activity in available-for-sale securities:
         Maturities, prepayments and calls                                           5,765       3,543
         Purchases                                                                  (5,506)       (499)
    Maturities, prepayments and calls
        of held-to-maturity securities                                               1,921       1,658
    Purchase of Federal Home Loan Bank stock                                          (103)         --
    Loan (originations) principal repayments, net                                  (21,398)      1,051
    Purchase of premises and equipment                                                 (96)        (46)
                                                                                  --------    --------
                 Net cash (used) provided by investing activities                  (19,417)      5,707
                                                                                  --------    --------


                                              (continued)


See accompanying notes to consolidated financial statements.

                                                 F-6
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                          GEORGETOWN BANCORP, INC. AND SUBSIDIARY

                     CONSOLIDATED STATEMENTS OF CASH FLOWS (Concluded)

                            Years Ended June 30, 2008 and 2007

                                                                       2008        2007
                                                                     --------    --------
                                                                        (In thousands)
<S>                                                                    <C>         <C>
Cash flows from financing activities:
    Net change in deposits                                              8,336         247
    Net change in securities sold under agreements
         to repurchase                                                   (317)        107
    Net change in Federal Home Loan Bank advances with
         maturities of  three months or less                            5,150      (1,100)
    Proceeds from Federal Home Loan Bank advances
         with maturities greater than three months                     18,600      20,000
    Repayments of Federal Home Loan Bank advances
         with maturities greater than three months                    (12,152)    (22,398)
    Treasury stock purchased                                             (376)       (808)
    Net change in mortgagors' escrow accounts                              44          28
                                                                     --------    --------
                  Net cash provided (used) by financing activities     19,285      (3,924)
                                                                     --------    --------

Net change in cash and cash equivalents                                  (148)      1,626

Cash and cash equivalents at beginning of year                          5,603       3,977
                                                                     --------    --------

Cash and cash equivalents at end of year                             $  5,455    $  5,603
                                                                     ========    ========

Supplementary information:
    Interest paid on deposit accounts                                $  2,678    $  2,627
    Interest paid on Federal Home Loan Bank advances                    2,386       2,429
    Interest paid on securities sold under agreement
    to repurchase                                                           7           8
    Income taxes refunded, net of payments                                (70)       (185)

Other non-cash items:
    Split-dollar life insurance policy transferred to
         bank-owned life insurance                                        741         135


See accompanying notes to consolidated financial statements.

                                           F-7
</TABLE>
<PAGE>

                     GEORGETOWN BANCORP, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                       Years Ended June 30, 2008 and 2007

1.      CORPORATE STRUCTURE

        Georgetown  Bancorp,  Inc.  (the  "Company")  is  a  federally-chartered
        corporation  organized for the purpose of owning all of the  outstanding
        capital stock of Georgetown  Savings Bank (the "Bank").  The Company was
        organized  as a  wholly-owned  subsidiary  of  Georgetown  Bancorp,  MHC
        ("MHC"),  which is a  federally-chartered  mutual holding company. As of
        June 30,  2008,  the MHC owned 57.9% of the  Company's  shares of common
        stock.

2.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        Basis of presentation and consolidation

        The  consolidated  financial  statements  include  the  accounts  of the
        Company and its wholly-owned subsidiary,  the Bank. The Bank's financial
        statements include its wholly-owned  subsidiary,  Georgetown  Securities
        Corporation,  which  engages  in the  buying,  selling  and  holding  of
        securities.  All significant intercompany balances and transactions have
        been eliminated in consolidation.

        Nature of operations

        The Company provides a variety of financial  services to individuals and
        small  businesses in the eastern  Massachusetts  region and southern New
        Hampshire.  Its primary deposit products are checking,  savings and term
        certificate  accounts and its primary  lending  products are residential
        and commercial mortgage loans.

        Segment reporting

        Generally, financial information is required to be reported on the basis
        that  it is used  internally  for  evaluating  segment  performance  and
        deciding how to allocate resources to segments. Management evaluates the
        Company's  performance and allocates resources based on a single segment
        concept.  Accordingly,  there  are no  separately  identified  operating
        segments for which  discrete  financial  information  is available.  The
        Company  does not derive  revenues  from,  or have  assets  located  in,
        foreign countries,  nor does it derive revenues from any single customer
        that represents 10% or more of the Company's total revenues.

                                           F-8
<PAGE>

                     GEORGETOWN BANCORP, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

        Use of estimates

        In  preparing  consolidated  financial  statements  in  conformity  with
        accounting principles generally accepted in the United States of America
        ("GAAP"),  management is required to make estimates and assumptions that
        affect the reported  amounts of assets and liabilities as of the date of
        the balance sheet and reported  amounts of revenues and expenses  during
        the reporting period.  Actual results could differ from those estimates.
        A material  estimate that is  particularly  susceptible  to  significant
        change in the near term relates to the  determination  of the  allowance
        for loan losses.

        Cash and cash equivalents

        Cash and cash equivalents include cash, amounts due from banks,  federal
        funds sold and other short-term investments,  all of which mature within
        90 days, and are carried at cost.

        Reclassifications

        Certain amounts in the 2007 consolidated  financial statements have been
        reclassified to conform to the 2008 presentation.

        Securities

        Debt  securities  that management has the positive intent and ability to
        hold to maturity are  classified  as "held to maturity" and reflected at
        amortized  cost.  Securities  classified  as  "available  for  sale" are
        reflected at fair value,  with unrealized gains and losses excluded from
        earnings and  reported in other  comprehensive  income/loss,  net of tax
        effects.

        Purchase  premiums  and  discounts  are  amortized  to  earnings  by the
        interest method over the contractual life of the securities. Declines in
        the fair  value of  securities  below  their  cost that are deemed to be
        other than  temporary are reflected in earnings as realized  losses.  In
        estimating  other-than-temporary impairment losses, management considers
        (1) the  length of time and the  extent to which the fair value has been
        less than cost, (2) the financial  condition and near-term  prospects of
        the issuer,  and (3) the intent and ability of the Company to retain its
        investment  in the issuer for a period of time  sufficient  to allow for
        any  anticipated  recovery  in fair  value.  Gains and losses on sale of
        securities  are  recognized on the trade date and  determined  using the
        specific identification method.

        Loans

        The loan portfolio  consists of mortgage,  commercial and consumer loans
        to the Company's  customers,  principally  in the eastern  Massachusetts
        region and southern New Hampshire.  The ability of the Company's debtors
        to honor their  contracts is dependent  upon the real estate and general
        economic conditions in this area.

                                           F-9
<PAGE>

                     GEORGETOWN BANCORP, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

        Loans (concluded)

        Loans  that  management  has the  intent  and  ability  to hold  for the
        foreseeable  future or until maturity or pay-off are generally  reported
        at  their  outstanding   unpaid  principal  balances  adjusted  for  the
        allowance  for loan losses and any deferred  fees or costs on originated
        loans.  Interest income is accrued on the unpaid principal balance. Loan
        origination  costs, net of origination fees, are deferred and recognized
        as an adjustment of the related loan yield using the interest method.

        The accrual of interest on loans, including impaired loans, is generally
        recognized on a simple  interest basis and is  discontinued  at the time
        the loan is 90 days past due,  unless the credit is well  secured and in
        process of collection. Past due status is based on the contractual terms
        of the  loans.  Loans are placed on  non-accrual  or  charged-off  at an
        earlier  date if  collection  of  principal  or interest  is  considered
        doubtful.

        All  interest  accrued  but not  collected  for loans that are placed on
        non-accrual or  charged-off is reversed  against  interest  income.  The
        interest  on  these  loans  is  accounted  for  on  the   cash-basis  or
        cost-recovery method, until qualifying for return to accrual.  Loans are
        returned to accrual  status when all the principal and interest  amounts
        contractually due are brought current and future payments are reasonably
        assured.

        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.

                                           F-10
<PAGE>

                     GEORGETOWN BANCORP, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

        Allowance for loan losses (concluded)

        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  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.

        Premises and equipment

        Land is carried at cost. Buildings, leasehold improvements and equipment
        are  stated  at cost less  accumulated  depreciation  and  amortization.
        Depreciation   and   amortization   is  computed   principally   on  the
        straight-line  method over the  estimated  useful lives of the assets or
        the expected  terms of the leases,  if shorter.  Expected  terms include
        lease option  periods to the extent that the exercise of such options is
        reasonably assured.

        Bank-owned life insurance

        Bank-owned  life  insurance  policies are reflected on the  consolidated
        balance sheets at cash surrender value.  Changes in cash surrender value
        are reflected in non-interest  income on the consolidated  statements of
        operations.

                                           F-11
<PAGE>

                     GEORGETOWN BANCORP, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

        Transfers of financial assets

        Transfers of financial  assets are accounted for as sales,  when control
        over the assets has been surrendered. Control over transferred assets is
        deemed to be surrendered when (1) the assets have been isolated from the
        Company,  (2) the transferee  obtains the right (free of conditions that
        constrain it from taking  advantage of that right) to pledge or exchange
        the transferred  assets, and (3) the Company does not maintain effective
        control over the  transferred  assets through an agreement to repurchase
        them before their maturity.

        Income taxes

        Deferred tax assets and liabilities  are reflected at currently  enacted
        income  tax rates  applicable  to the period in which the  deferred  tax
        assets or liabilities are expected to be realized or settled. As changes
        in tax laws or rates are enacted,  deferred  tax assets and  liabilities
        are adjusted  accordingly  through the provision  for income taxes.  The
        Company's  base amount of its federal income tax reserve for loan losses
        is a  permanent  difference  for  which  there  is no  recognition  of a
        deferred tax liability.  However, the loan loss allowance maintained for
        financial  reporting  purposes is a temporary  difference with allowable
        recognition of a related deferred tax asset, if it is deemed realizable.

        Advertising costs

        Advertising costs are expensed when incurred.

        Employee Stock Ownership Plan ("ESOP")

        Compensation  expense  is  recognized  based on the fair value of shares
        committed  to be  released  to  the  ESOP  participants.  The  value  of
        unallocated  shares to be  allocated  to ESOP  participants  for  future
        services not yet performed is reflected as a reduction of  stockholders'
        equity.

        Earnings per share

        Basic  earnings  (loss) per share  represents  income  (loss)  available
        (attributable) to common  stockholders  divided by the  weighted-average
        number of common shares outstanding during the period.  Diluted earnings
        per share reflects  additional common shares (common stock  equivalents)
        that would have been outstanding if dilutive potential common shares had
        been  issued,  as well as any  adjustment  to income or loss that  would
        result  from the  assumed  issuance.  The  Company  has no common  stock
        equivalents.

                                           F-12
<PAGE>

                     GEORGETOWN BANCORP, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

        Comprehensive income (loss)

        Accounting   principles   generally  require  that  recognized  revenue,
        expenses,  gains and losses be included in operating  results.  Although
        certain changes in assets and liabilities,  such as unrealized gains and
        losses on  available-for-sale  securities,  are  reported  as a separate
        component  of the  stockholders'  equity  section  of  the  consolidated
        balance  sheet,  such items,  along with net income,  are  components of
        comprehensive income (loss).

        Recent accounting pronouncements

        In September  2006, the Financial  Accounting  Standards  Board ("FASB")
        issued  Statement  No.  157,  Fair Value  Measurements.  This  Statement
        defines fair value,  establishes a framework for measuring fair value in
        accordance with generally accepted  accounting  principles,  and expands
        disclosures about fair value measurements. This Statement was adopted by
        the  Company on July 1, 2008 and did not have a  material  impact on the
        Company's consolidated financial statements.

        In September  2006, the Emerging  Issues Task Force  ("EITF")  reached a
        consensus on Issue No. 06-4,  Accounting for Deferred  Compensation  and
        Postretirement   Benefit  Aspects  of  Endorsement   Split-Dollar   Life
        Insurance Arrangements. This issue addresses accounting for split-dollar
        life insurance  arrangements  whereby the employer purchases a policy to
        insure the life of an employee,  and separately enters into an agreement
        to split the policy benefits between the employer and the employee. This
        EITF  states  that the  obligation  arises as a result of a  substantive
        agreement  with an employee to provide future  postretirement  benefits.
        Under EITF 06-4,  the  obligation  is not settled upon  entering into an
        insurance arrangement.  Since the obligation is not settled, a liability
        should  be  recognized  in  accordance  with  applicable   authoritative
        guidance.  EITF  06-4  was  adopted  on July 1,  2008 and did not have a
        material impact on the Company's consolidated financial statements.

        In February  2007,  the FASB issued  Statement  No. 159,  The Fair Value
        Option for Financial  Assets and Financial  Liabilities,  which provides
        companies  with an  option  to  report  selected  financial  assets  and
        liabilities   at  fair  value.   Statement  No.  159  also   establishes
        presentation   and  disclosure   requirements   designed  to  facilitate
        comparisons   between   companies  that  choose  different   measurement
        attributes for similar types of assets and  liabilities.  This Statement
        was  adopted by the  Company on July 1, 2008 and did not have a material
        impact on the Company's consolidated financial statements.

                                           F-13
<PAGE>

                          GEORGETOWN BANCORP, INC. AND SUBSIDIARY

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

        Recent accounting pronouncements (continued)

        In March  2007,  the EITF  reached  a  consensus  on  Issue  No.  06-10,
        Accounting  for  Collateral   Assignment   Split-Dollar  Life  Insurance
        Arrangements.  Under this EITF,  effective for the Company's 2009 fiscal
        year,   the   Company  is  required   to   recognize  a  liability   for
        postretirement  benefits related to collateral  assignment  split-dollar
        life insurance  arrangements,  and may choose to retroactively apply the
        accounting change to all periods  presented,  or to cumulatively  adjust
        the  financial  statements  as of the beginning of the year of adoption.
        This  statement  was  adopted by the Company on July 1, 2008 and did not
        have  a  material  impact  on  the  Company's   consolidated   financial
        statements.

        In December 2007, the FASB issued Statement No. 141 (revised),  Business
        Combinations.  This  Statement  replaces  FASB  Statement  No. 141,  and
        applies  to  all  business  entities,  including  mutual  entities  that
        previously  used  the  pooling-of-interests  method  of  accounting  for
        certain  business  combinations.  Under  Statement  No. 141 (revised) an
        acquirer  is required to  recognize  at fair value the assets  acquired,
        liabilities assumed, and any non-controlling interest in the acquiree at
        the acquisition  date.  This replaces the cost allocation  process under
        Statement No. 141, which resulted in the  non-recognition of some assets
        and liabilities at the acquisition date and in measuring some assets and
        liabilities  at amounts other than their fair values at the  acquisition
        date.  This  Statement  requires  that  acquisition  costs and  expected
        restructuring costs be recognized  separately from the acquisition,  and
        that  the  acquirer  in  a  business  combination  achieved  in  stages,
        recognize  the  identifiable  assets  and  liabilities,  as  well as the
        non-controlling  interest in the acquiree,  at the full amounts of their
        fair  values.  This  Statement  also  requires an acquirer to  recognize
        assets  acquired  and  liabilities   assumed  arising  from  contractual
        contingencies  as of the acquisition  date,  while Statement 141 allowed
        for the deferred  recognition  of  pre-acquisition  contingencies  until
        certain recognition  criteria were met, and an acquirer is only required
        to recognize assets or liabilities arising from all other contingencies,
        if it is more likely than not that they meet the  definition of an asset
        or a  liability.  Under this  Statement,  an  acquirer  is  required  to
        recognize  contingent  consideration  at the acquisition  date,  whereas
        contingent consideration  obligations usually were not recognized at the
        acquisition date under Statement 141. Further, this Statement eliminates
        the  concept of negative  goodwill  and  requires  gain  recognition  in
        instances  in  which  the  total  acquisition-date  fair  value  of  the
        identifiable   net  assets  acquired  exceeds  the  fair  value  of  the
        consideration  transferred  plus  any  non-controlling  interest  in the
        acquiree.   This  Statement  makes   significant   amendments  to  other
        Statements and other authoritative  guidance,  and applies prospectively
        to business  combinations  for which the acquisition date is on or after
        the beginning of the first annual reporting period beginning on or after
        December  15,  2008.  An entity may not apply it before that date.  This
        statement  would  only  have an  impact  on the  Company's  consolidated
        financial statements in the event of an acquisition by the Company.

                                           F-14
<PAGE>

                     GEORGETOWN BANCORP, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (concluded)

        Recent accounting pronouncements (concluded)

        In December  2007,  the FASB issued  Statement  No. 160,  Noncontrolling
        Interests in Consolidated Financial Statements,  an amendment of ARB No.
        51. This Statement  establishes  accounting and reporting  standards for
        the noncontrolling  interest in a subsidiary and for the deconsolidation
        of a  subsidiary.  It  clarifies  that a  noncontrolling  interest  in a
        subsidiary  is an  ownership  interest in the  consolidated  entity that
        should be reported as equity in the consolidated  financial  statements.
        This  Statement is effective for the  Company's  2009 fiscal year and is
        not  expected to have a material  impact on the  Company's  consolidated
        financial statements.

        In March 2008,  the FASB issued  Statement  No. 161,  Disclosures  about
        Derivative  Instruments  and Hedging  Activities,  an  amendment of FASB
        Statement  No.  133,  which  changes  the  disclosure  requirements  for
        derivative  instruments  and  hedging  activities.   This  Statement  is
        intended to enhance the current  disclosure  framework in Statement 133.
        The Statement requires that objectives for using derivative  instruments
        be disclosed in terms of  underlying  risk and  accounting  designation.
        This  Statement is effective  for the Company's  consolidated  financial
        statements  issued for fiscal years and interim periods  beginning after
        November 15, 2008 and is not  expected to have a material  impact on the
        Company's consolidated financial statements.

3.      RESTRICTIONS ON CASH AND AMOUNTS DUE FROM BANKS

        The Company is required to maintain average balances on hand or with the
        Federal Reserve Bank. At June 30, 2008 and 2007,  these reserve balances
        amounted to $1,196,000 and $1,183,000, respectively.

4.      SHORT-TERM INVESTMENTS

        A  summary  of  short-term  investments,   included  in  cash  and  cash
        equivalents, is as follows:

                                          At June 30,
                                     -------------------
                                       2008       2007
                                     --------   --------
                                        (In thousands)

        FHLB Ideal Way               $     16   $      6
        FHLB overnight funds            2,185        200
        Federal funds sold                709      1,359
        Shay Asset Management Fund         13         88
                                     --------   --------

                                     $  2,923   $  1,653
                                     ========   ========

                                      F-15
<PAGE>

                     GEORGETOWN BANCORP, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

5.      SECURITIES

        A summary of securities is as follows:
<TABLE>
<CAPTION>
                                                               Gross         Gross
                                              Amortized     Unrealized     Unrealized        Fair
                                                Cost           Gains         Losses          Value
                                            ------------   ------------   ------------    ------------
<S>                                                <C>               <C>           <C>           <C>
                                                                  (In thousands)
        At June 30, 2008
        ----------------

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

            Government-sponsored
                enterprises                 $      4,500   $          2   $        (11)   $      4,491
            Mortgage-backed securities             8,233             13            (34)          8,212
                                            ------------   ------------   ------------    ------------

                   Total securities
                       available for sale   $     12,733   $         15   $        (45)   $     12,703
                                            ============   ============   ============    ============

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

            Mortgage-backed securities      $      6,274   $         35   $        (73)   $      6,236
                                            ============   ============   ============    ============



        At June 30, 2007
        ----------------

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

            Government-sponsored
                enterprises                 $      3,000   $         --   $        (22)   $      2,978
            Mortgage-backed securities             9,973              2           (263)          9,712
                                            ------------   ------------   ------------    ------------

                   Total securities
                       available for sale   $     12,973   $          2   $       (285)   $     12,690
                                            ============   ============   ============    ============

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

            Government-sponsored
                enterprises                 $        500   $         --   $         (1)   $        499
            Mortgage-backed securities             7,682              3           (216)          7,469
                                            ------------   ------------   ------------    ------------

                   Total securities
                       held to maturity     $      8,182   $          3   $       (217)   $      7,968
                                            ============   ============   ============    ============
</TABLE>

                                      F-16
<PAGE>

                     GEORGETOWN BANCORP, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


        SECURITIES (continued)

        The  amortized  cost and  estimated  fair  value of debt  securities  by
        contractual maturity at June 30, 2008 is as follows. Expected maturities
        will differ from  contractual  maturities  because  issuers may have the
        right to call or prepay  obligations  with or without call or prepayment
        penalties.

                                 Available for Sale         Held to Maturity
                               -----------------------   -----------------------
                               Amortized      Fair       Amortized      Fair
                                  Cost        Value         Cost        Value
                               ----------   ----------   ----------   ----------
                                               (In thousands)
        After 1 year through
            5 years            $    3,000   $    2,999   $       --   $       --
        Over 5 years                1,500        1,492           --           --
                               ----------   ----------   ----------   ----------
                                    4,500        4,491           --           --
        Mortgage-backed
            securities              8,233        8,212        6,274        6,236
                               ----------   ----------   ----------   ----------

                               $   12,733   $   12,703   $    6,274   $    6,236
                               ==========   ==========   ==========   ==========


        There were no sales of  securities for the years ended June 30, 2008 and
        2007.

                                      F-17
<PAGE>

                     GEORGETOWN BANCORP, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        SECURITIES (continued)

        Information  pertaining  to  securities  with  gross  unrealized  losses
        aggregated  by  investment  category and length of time that  individual
        securities have been in a continuous loss position, is as follows:

<TABLE>
<CAPTION>
                                                Less Than Twelve Months  Greater Than Twelve Months
                                                -----------------------  --------------------------
                                                  Gross                     Gross
                                                Unrealized      Fair      Unrealized      Fair
                                                  Losses        Value       Losses        Value
                                                ----------   ----------   ----------   ----------
<S>                                             <C>          <C>          <C>          <C>
                                                             (In thousands)
        At June 30, 2008:
        -----------------

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

            Government-sponsored
                enterprises                     $       11   $    1,488   $       --   $       --
            Mortgage-backed securities                  34        5,581           --           --
                                                ----------   ----------   ----------   ----------
                   Total securities available
                       for sale                         45        7,069           --           --
                                                ----------   ----------   ----------   ----------

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

            Mortgage-backed securities                  73        4,246           --           --
                                                ----------   ----------   ----------   ----------
                   Total securities held
                       to maturity                      73        4,246           --           --
                                                ----------   ----------   ----------   ----------

                   Total temporarily impaired
                       securities               $      118   $   11,315   $       --   $       --
                                                ==========   ==========   ==========   ==========
</TABLE>

                                      F-18
<PAGE>

                     GEORGETOWN BANCORP, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        SECURITIES (concluded)
<TABLE>
<CAPTION>
                                                  Less Than Twelve Months      Greater Than Twelve Months
                                                ---------------------------   ---------------------------
                                                   Gross                         Gross
                                                 Unrealized       Fair         Unrealized       Fair
                                                   Losses         Value          Losses         Value
                                                ------------   ------------   ------------   ------------
<S>                                             <C>            <C>            <C>            <C>
                                                                     (In thousands)
        At June 30, 2007:
        -----------------

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

            Government-sponsored
                enterprises                     $          1   $        499   $         21   $      2,479
            Mortgage-backed securities                    --             --            263          9,354
                                                ------------   ------------   ------------   ------------
                   Total securities available
                       for sale                            1            499            284         11,833
                                                ------------   ------------   ------------   ------------

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

            Government-sponsored
                enterprises                               --             --              1            499
            Mortgage-backed securities                     2            219            214          6,959
                                                ------------   ------------   ------------   ------------
                   Total securities held
                       to maturity                         2            219            215          7,458
                                                ------------   ------------   ------------   ------------

                   Total temporarily impaired
                       securities               $          3         $ 7183   $        499   $     19,291
                                                ============   ============   ============   ============
</TABLE>

        At June 30, 2008, ten securities  classified as  available-for-sale  and
        three securities classified as held-to-maturity,  have unrealized losses
        with aggregate  depreciation of 1.03% from the Company's  amortized cost
        basis.   Whereas  these   unrealized   losses  relate   principally   to
        government-sponsored enterprises and mortgage-backed securities, are the
        result of  fluctuations  in interest rates and management has the intent
        and ability to hold these debt securities for the foreseeable future, no
        declines are deemed to be other than temporary.

                                      F-19
<PAGE>

                     GEORGETOWN BANCORP, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


6.      LOANS

        A summary of loans is as follows:

                                                         At June 30,
                                                    ----------------------
                                                       2008         2007
                                                    ---------    ---------
                                                        (In thousands)
        Mortgage loans on real estate:
            One-to-four family residential          $  89,992    $  94,806
            Multi-family and commercial                22,934       14,556
            Construction                               19,386        5,987
            Home equity loans and lines of credit      11,565       10,304
                                                    ---------    ---------
                      Total mortgage loans            143,877      125,653
                                                    ---------    ---------

        Other loans:
            Consumer                                      486          763
            Commercial                                  5,607        2,157
                                                    ---------    ---------
                      Total other loans                 6,093        2,920
                                                    ---------    ---------

                      Total loans                     149,970      128,573
            Allowance for loan losses                  (1,212)      (1,079)
            Net deferred loan costs                       151          165
                                                    ---------    ---------

                      Loans, net                    $ 148,909    $ 127,659
                                                    =========    =========

        An analysis of the allowance for loan losses is as follows:

                                       Years Ended June 30,
                                       -------------------
                                        2008        2007
                                       -------    -------
                                         (In thousands)

        Balance at beginning of year   $ 1,079    $ 1,016
        Provision for loan losses          152        105
        Recoveries                          41         20
        Charge-offs                        (60)       (62)
                                       -------    -------

        Balance at end of year         $ 1,212    $ 1,079
                                       =======    =======

                                      F-20
<PAGE>

                     GEORGETOWN BANCORP, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        LOANS (concluded)

        The  following is a summary of  information  pertaining  to impaired and
        non-accrual loans:
<TABLE>
<CAPTION>
                                                                           At June 30,
                                                                      --------------------
                                                                        2008       2007
                                                                      --------   ---------
                                                                         (In thousands)
<S>                                                                   <C>        <C>
        Impaired loans without a valuation allowance                  $  1,339   $  2,266

        Impaired loans with a valuation allowance                           47         --
                                                                      --------   --------

        Total impaired loans                                          $  1,386   $  2,266
                                                                      ========   ========

        Valuation allowance related to impaired loans                 $     47   $     --
                                                                      ========   ========

        Total non-accrual loans                                       $  1,167   $    565
                                                                      ========   ========

        Total loans past due ninety days or more and still accruing   $     --   $     --
                                                                      ========   ========


                                                                      Years Ended June 30,
                                                                      --------------------
                                                                        2008       2007
                                                                      --------   ---------
                                                                         (In thousands)
        Average investment in impaired loans                          $  1,708   $  1,796
                                                                      ========   ========

        Interest income recognized on impaired loans                  $     78   $    108
                                                                      ========   ========

        Interest income recognized on a cash basis
            on impaired loans                                         $      2   $     58
                                                                      ========   ========
</TABLE>

        No funds were committed to be advanced in connection with impaired loans
        at June 30, 2008.  At June 30, 2007,  additional  funds of $290,000 were
        committed to be advanced in connection with one impaired loan.


                                      F-21
<PAGE>

                     GEORGETOWN BANCORP, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


7.      PREMISES AND EQUIPMENT

        A summary of premises and equipment is as follows:

                                               At June 30,
                                         -----------------------     Estimated
                                            2008          2007     Useful Lives
                                         ----------   ----------   ------------
                                              (In thousands)
        Premises:
            Land                         $      279   $      279
            Buildings and improvements        4,738        4,738    5 - 40 years
        Equipment                             1,989        1,893    3 - 7 years
                                         ----------   ----------
                                              7,006        6,910
        Less accumulated depreciation
            and amortization                 (2,548)      (2,094)
                                         ----------   ----------

                                         $    4,458   $    4,816
                                         ==========   ==========

        Depreciation and amortization  expense for the years ended June 30, 2008
        and 2007 amounted to $454,000 and $460,000, respectively.

8.      DEPOSITS

        A summary of deposit balances is as follows:

                                                            At June 30,
                                                        -------------------
                                                          2008       2007
                                                        --------   --------
                                                           (In thousands)

        Demand                                          $ 14,501   $ 11,215
        NOW                                               10,057     11,539
        Money market deposits                             33,524     22,832
        Regular and other savings                         10,498     11,914
                                                        --------   --------
                       Total non-certificate accounts     68,580     57,500
                                                        --------   --------

        Term certificates less than $100,000              21,896     24,284
        Term certificates of $100,000 or more             15,816     16,172
                                                        --------   --------
                       Total certificate accounts         37,712     40,456
                                                        --------   --------

                       Total deposits                   $106,292   $ 97,956
                                                        ========   ========

                                      F-22
<PAGE>


                     GEORGETOWN BANCORP, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


        DEPOSITS (concluded)

        A summary of  certificate account, by maturity at June 30, 2008 and 2007
        is as follows:

                               2008                            2007
                   ----------------------------    ----------------------------
                                     Weighted                        Weighted
                                     Average                         Average
                     Amount           Rate           Amount            Rate
                   ------------    ------------    ------------    ------------
                                      (Dollars in thousands)

        2008       $         --              --%   $     30,456            4.48%
        2009             18,647            3.92           5,484            4.26
        2010             15,673            3.36           1,959            3.77
        2011              2,027            4.54           1,689            4.76
        2012                756            4.23             868            4.23
        2013                609            3.10              --              --
                   ------------                    ------------

                   $     37,712            3.72%   $     40,456            4.42%
                   ============                    ============


        There were no brokered certificate accounts at June 30, 2008 and 2007.


                                      F-23
<PAGE>

                     GEORGETOWN BANCORP, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

9.      SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE

        Securities  sold under  agreements to  repurchase  mature within one day
        from the transaction date.  Information concerning securities sold under
        agreements to repurchase is summarized as follows:

                                                           At or for the
                                                        Years Ended June 30,
                                                        --------------------
                                                          2008        2007
                                                        --------    --------
                                                       (Dollars in thousands)

        Balance at year-end                             $    552    $    869
        Average balance during the year                      764         817
        Maximum month-end balance during the year            965         898
        Average interest rate during the year               0.86%       1.00%

        Government-sponsored enterprises underlying
           the agreements at year-end are as follows:

            Carrying value                              $  2,000    $  1,998
            Estimated fair value                           2,002       1,997

        Securities  sold under  agreements to repurchase are funds borrowed from
        customers   on  an   overnight   basis.   The   amount   of   securities
        collateralizing  the agreements to repurchase  remains in securities and
        the obligation to repurchase securities sold is reflected as a liability
        in the consolidated balance sheets.

10.     FEDERAL HOME LOAN BANK ("FHLB") ADVANCES

        Short-term FHLB advances

        Short-term FHLB advances consist of advances maturing within one year at
        a weighted  average  rate of 2.30% and 5.27% at June 30,  2008 and 2007,
        respectively.

        The Company also has a $2,000,000  line-of-credit  with the FHLB.  There
        were no amounts outstanding at June 30, 2008 and 2007.

        At June 30, 2008,  all FHLB advances are secured by first mortgage loans
        on owner-occupied  residential property in the amount of $78,951,000 and
        government-sponsored   enterprises,   which  have  a  market   value  of
        $15,907,000.

                                      F-24
<PAGE>

                     GEORGETOWN BANCORP, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        FEDERAL HOME LOAN BANK ("FHLB") ADVANCES (concluded)

        Long-term FHLB advances

        At June 30, 2008 and 2007,  long-term,  fixed-rate  FHLB advances are as
        follows:

                                     2008                        2007
                          --------------------------    -----------------------
                                           Weighted                   Weighted
                                            Average                    Average
                             Amount          Rate         Amount        Rate
                           ----------     ----------    ----------   ----------
                                         (Dollars in thousands)
      Fixed maturity:
                   2008    $       --            --%   $    6,100          4.54%
                   2009*       16,500          4.48        16,000          4.46
                   2010*        9,000          4.90         7,000          5.09
                   2011*        8,000          4.66         5,500          4.95
                   2012         3,000          5.04         3,000          5.04
                   2013*        5,500          3.40            --            --
                   2014           500          3.71            --            --
                   2015           500          3.91            --            --
                   2018*          500          3.19            --            --
                   2019*        1,600          3.69            --            --
                           ----------                  ----------
                               45,100          4.44        37,600          4.71
      Amortizing advance,
      due March 5, 2012,
      requiring monthly
      principal and
      interest of $5,300          221          4.90           273          4.90
                           ----------                  ----------

                           $   45,321          4.45%   $   37,873          4.71%
                           ==========                  ==========


       *    At June 30, 2008,  includes  advances  callable by the FHLB prior to
            maturity  aggregating  $11,100,000  with a weighted  average rate of
            3.80%.


                                      F-25
<PAGE>

                     GEORGETOWN BANCORP, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

11.     INCOME TAXES

        Allocation  of  federal  and state  income  taxes  between  current  and
        deferred portions is as follows:

                                         Years Ended June 30,
                                         --------------------
                                           2008        2007
                                         --------    --------
                                            (In thousands)
        Current tax (benefit) expense:
            Federal                      $     --    $    (72)
            State                              11          12
                                         --------    --------
                                               11         (60)
                                         --------    --------
        Deferred tax benefit:
            Federal                          (466)       (164)
            State                             (91)        (19)
                                         --------    --------
                                             (557)       (183)
                                         --------    --------

                     Total tax benefit   $   (546)   $   (243)
                                         ========    ========

        The  differences  between the statutory  federal income tax rate and the
        effective tax rates are summarized as follows:

                                                       Years Ended June 30,
                                                      ---------------------
                                                        2008         2007
                                                      --------     --------

        Statutory rate                                   (34.0)%      (34.0)%
        Increase (decrease) resulting from:
            State taxes, net of federal tax benefit       (4.3)        (0.7)
            Bank-owned life insurance                     (6.7)        (2.3)
            Other, net                                     0.4          2.6
                                                      --------     --------

        Effective tax rates                              (44.6)%      (34.4)%
                                                      ========     ========


                                      F-26
<PAGE>

                     GEORGETOWN BANCORP, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        INCOME TAXES (continued)

        The  components of the net deferred tax asset at June 30, 2008 and 2007,
        included in other assets, are as follows:

                                    2008        2007
                                  --------    --------
                                     (In thousands)
        Deferred tax liability:
            Federal               $    323    $    367
            State                       92          96
                                  --------    --------
                                       415         463
                                  --------    --------
        Deferred tax asset:
            Federal                   (888)       (549)
            State                     (221)       (144)
                                  --------    --------
                                    (1,109)       (693)
                                  --------    --------

        Net deferred tax asset    $   (694)   $   (230)
                                  ========    ========

        At June 30, 2008 and 2007,  the tax effects of each item that gives rise
        to deferred taxes are as follows:

                                                   2008        2007
                                                 --------    --------
                                                    (In thousands)

        Cash basis of accounting                 $   (324)   $    (36)
        Net unrealized gain/loss on securities
            available for sale                        (11)       (104)
        Depreciation and amortization                 350         392
        Allowance for loan losses                    (496)       (441)
        Net operating loss carryover                 (201)        (64)
        Other, net                                    (12)         23
                                                 --------    --------

        Net deferred tax asset                   $   (694)   $   (230)
                                                 ========    ========

                                      F-27
<PAGE>

                     GEORGETOWN BANCORP, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        INCOME TAXES (concluded)

        A summary of the change in the net deferred tax asset is as follows:

                                                           Years Ended June 30,
                                                         ----------------------
                                                           2008          2007
                                                         ---------    ---------
                                                             (In thousands)

        Balance at beginning of year                     $    (230)   $    (136)
        Deferred tax benefit                                  (557)        (183)
        Deferred tax effects on net unrealized
            gain/loss on securities available for sale          93           89
                                                         ---------    ---------

        Balance at end of year                           $    (694)   $    (230)
                                                         =========    =========

        At June 30, 2008,  the Company has a capital loss  carryover of $61,000,
        of which  $10,000  expires on June 30, 2010 and $51,000  expires on June
        30, 2011.  Additionally,  the Company has a net operating loss carryover
        of  $590,000,  of which  $239,000  expires on June 30, 2027 and $351,000
        expires on June 30, 2028.

        The federal  income tax reserve  for loan losses at the  Company's  base
        year is  $723,000.  If any portion of the  reserve is used for  purposes
        other  than to absorb  loan  losses,  approximately  150% of the  amount
        actually used  (limited to the amount of the reserve),  would be subject
        to taxation in the fiscal year in which used. As the Company  intends to
        use the reserve  solely to absorb loan losses,  a deferred tax liability
        of $297,000 has not been provided.

                                      F-28
<PAGE>

                     GEORGETOWN BANCORP, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

12.     MINIMUM REGULATORY CAPITAL REQUIREMENTS

        The  Bank  is  subject  to  various  regulatory   capital   requirements
        administered  by the  Office  of  Thrift  Supervision.  Failure  to meet
        minimum capital requirements can initiate certain mandatory and possibly
        additional  discretionary  actions by regulators  that,  if  undertaken,
        could  have a  direct  material  effect  on the  Company's  consolidated
        financial   statements.   Under  capital  adequacy  guidelines  and  the
        regulatory  framework for prompt corrective  action,  the Bank must meet
        specific capital guidelines that involve quantitative  measures of their
        assets,  liabilities and certain  off-balance-sheet  items as calculated
        under  regulatory   accounting   practices.   The  capital  amounts  and
        classification  are  also  subject  to  qualitative   judgments  by  the
        regulators about components, risk weightings, and other factors. Federal
        savings and loan  holding  companies  are not subject to any  regulatory
        capital requirements by the Office of Thrift Supervision.

        Quantitative  measures  established  by  regulation  to  ensure  capital
        adequacy  require  the Bank to  maintain  minimum  amounts and ratios of
        Total  and Tier 1 capital  (as  defined)  to  risk-weighted  assets  (as
        defined), Tier 1 capital (as defined) to average assets (as defined) and
        tangible   capital  (as  defined)  to  tangible   assets  (as  defined).
        Management  believes,  as of June 30, 2008 and 2007, that the Bank meets
        all capital adequacy requirements to which it is subject.

                                      F-29
<PAGE>

                     GEORGETOWN BANCORP, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        MINIMUM REGULATORY CAPITAL REQUIREMENTS (continued)

        As of June 30,  2008,  the most recent  notification  from the Office of
        Thrift  Supervision  categorized the Bank as well capitalized  under the
        regulatory  framework for prompt corrective action. To be categorized as
        well capitalized,  the Bank must maintain minimum Total risk-based, Tier
        1  risk-based,  Tier 1 leverage and tangible  ratios as set forth in the
        following   table.   There  are  no  conditions  or  events  since  that
        notification that management  believes have changed the Bank's category.
        The Bank's  actual  capital  amounts  and ratios as of June 30, 2008 and
        2007 are also presented in the table.

<TABLE>
<CAPTION>
                                                                                                                Minimum
                                                                                                               To Be Well
                                                                                    Minimum                 Capitalized Under
                                                                                    Capital                 Prompt Corrective
                                                           Actual                  Requirement              Action Provisions
                                                  -----------------------    -----------------------    ------------------------
                                                    Amount        Ratio        Amount        Ratio        Amount        Ratio
                                                  ----------   ----------    ----------   ----------    ----------    ----------
                                                                              (Dollars in thousands)
<S>                                                   <C>            <C>          <C>            <C>         <C>            <C>
        At June 30, 2008:

        Total Capital to Risk Weighted Assets:    $   15,624         11.8%   $   10,584          8.0%   $   13,230         10.0%

        Tier 1 Capital to Risk Weighted Assets:       14,412         10.9         5,292          4.0         7,938          6.0

        Tier 1 Capital to Average Assets:             14,412          8.3         6,968          4.0         8,710          5.0

        Tangible Capital to Tangible Assets:          14,412          7.8         2,772          1.5           N/A          N/A

        At June 30, 2007:

        Total Capital to Risk Weighted Assets:    $   16,122         14.8%   $    8,701          8.0%   $   10,876         10.0%

        Tier 1 Capital to Risk Weighted Assets:       15,043         13.8         4,350          4.0         6,526          6.0

        Tier 1 Capital to Average Assets:             15,043          9.1         6,605          4.0         8,257          5.0

        Tangible Capital to Tangible Assets:          15,043          9.1         2,477          1.5           N/A          N/A

</TABLE>

                                      F-30
<PAGE>

                     GEORGETOWN BANCORP, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        MINIMUM REGULATORY CAPITAL REQUIREMENTS (concluded)

        Other capital restrictions

        Federal  banking  regulations  place certain  restrictions  on dividends
        paid, stock  repurchases and other  transactions  charged to the capital
        accounts of the Bank.  Capital  distributions  in the form of  dividends
        paid to the  Bank's  stockholder  for any one  year may not  exceed  the
        Bank's  net income  for the year to date plus the  Bank's  retained  net
        income for the preceding two years. In addition, dividends paid would be
        prohibited if the effect  thereof  would cause the Bank's  capital to be
        reduced below applicable minimum capital requirements.

13.     EMPLOYEE BENEFIT PLANS

        401(k) plan

        The Bank  provides a savings and  retirement  plan for  employees  which
        qualifies  under  Section  401(k)  of the  Internal  Revenue  Code.  All
        employees  who  have  attained  age 21 and  have  completed  one year of
        employment during which they worked at least 1,000 hours are eligible to
        participate.   The  plan   provides  for  voluntary   contributions   by
        participating  employees  ranging from 1% to 15% of their  compensation,
        subject  to  certain  limitations.  In  addition,  the Bank  will make a
        matching contribution,  equal to 50% of the employee's contribution. The
        Bank's matching contribution will not exceed 3% of an employee's salary.
        In  addition,  the  Bank may make a  discretionary  contribution  not to
        exceed 3% of an employee's salary. For the years ended June 30, 2008 and
        2007, expense  attributable to the plan amounted to $82,000 and $76,000,
        respectively.

                                      F-31
<PAGE>

                     GEORGETOWN BANCORP, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        EMPLOYEE BENEFIT PLANS (concluded)

        Incentive plan

        The Company has an Incentive Plan (the "Plan") whereby all employees are
        eligible  to receive a payment if the Company  meets or exceeds  certain
        base standards of performance  for its fiscal year. The structure of the
        Plan is to be  reviewed  on an annual  basis by the Board of  Directors.
        Incentive compensation expense for the year ended June 30, 2008 amounted
        to $100,000.  There was no incentive  compensation  expense for June 30,
        2007.

        Executive supplemental retirement agreements

        The Company has restructured its supplemental retirement agreements with
        certain  executive  officers  during fiscal 2008,  which provide for the
        payment of specified  benefits upon retirement.  In connection with this
        restructure,    affected   executive   officers   surrendered   existing
        executive-owned  life insurance  policies to the Company.  For the years
        ended June 30, 2008 and 2007,  compensation  expense applicable to these
        agreements  and  recorded  in  the  accompanying   financial  statements
        amounted to $612,000 and $22,000, respectively.

14.     EMPLOYEE STOCK OWNERSHIP PLAN

        The Bank  established  an ESOP for the benefit of each  employee who has
        reached the age of 21 and has  completed at least one year of employment
        with the Bank.  Benefits  may be paid in  shares  of common  stock or in
        cash, subject to the employees' right to demand shares.

        The ESOP has a loan  agreement with the Company  whereby  $1,000,000 was
        borrowed for the purpose of purchasing  shares of the  Company's  common
        stock.  The loan has  seven  remaining  annual  principal  and  interest
        payments of $117,000 and one payment of $57,000, all of which are due on
        the last business day of each calendar year. The loan documents  provide
        that the loan may be repaid over a shorter  period,  without penalty for
        prepayments.

                                      F-32
<PAGE>

                     GEORGETOWN BANCORP, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        EMPLOYEE STOCK OWNERSHIP PLAN (concluded)

        The  remaining  principal  balance on the ESOP debt at June 30, 2008, is
        payable as follows:

         Years Ending
            June 30,                                Amount
           ----------                            ------------
                                                (In thousands)

              2009                                 $     65
              2010                                       71
              2011                                       76
              2012                                       83
              2013                                       89
           Thereafter                                   254
                                                   --------

                                                   $    638
                                                   ========

        The Bank has committed to make  contributions  to the ESOP sufficient to
        support the debt  service of the loan.  The loan is only  secured by the
        shares  purchased,  which are held in a suspense  account for allocation
        among the participants as the loan is paid. Total  compensation  expense
        applicable  to the ESOP  amounted  to $57,000  and $72,000 for the years
        ended June 30, 2008 and 2007, respectively.

        Shares held by the ESOP at June 30, 2008 and 2007 are as follows:

                                       2008         2007
                                    ----------   ----------

        Allocated                       38,614       30,422
        Committed to be allocated        4,096        4,096
        Unallocated                     57,271       65,463
                                    ----------   ----------

                                        99,981       99,981
                                    ==========   ==========

        Any cash  dividends  received on allocated  shares would be allocated to
        members and cash dividends  received on shares held in suspense would be
        applied  to repay the  outstanding  debt of the ESOP.  The fair value of
        unallocated  ESOP  shares  at June 30,  2008 and  2007 is  $324,000  and
        $517,000,  respectively.  No  dividends  have  been  paid to date by the
        Company.


                                      F-33
<PAGE>

                     GEORGETOWN BANCORP, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

15.     OTHER COMMITMENTS AND CONTINGENCIES

        Loan commitments

        The Company is a party to financial  instruments with off-balance  sheet
        risk in the normal course of business to meet the financing needs of its
        customers.  These financial  instruments  include  commitments to extend
        credit,  which  involve  elements  of credit and  interest  rate risk in
        excess of the amount recognized in the accompanying consolidated balance
        sheets.  The  Company's  exposure to credit loss is  represented  by the
        contractual amount of the instruments.  The Company uses the same credit
        policies  in  making   commitments  as  it  does  for   on-balance-sheet
        instruments.  At June 30,  2008 and 2007,  financial  instruments  whose
        contract amounts represent credit risk consist of the following:

                                                             2008      2007
                                                           -------   -------
                                                             (In thousands)

        Commitments to grant loans                         $ 4,911   $ 3,055
        Unadvanced funds on home equity lines of credit     10,822    11,647
        Unadvanced funds on commercial lines of credit       3,158     1,869
        Unadvanced funds on construction loans               5,658     3,789
        Unadvanced funds on other unsecured personal
             lines of credit                                   501       504
        Unadvanced funds on commercial real estate loans       298        --

        Commitments  to extend  credit are  agreements  to lend to a customer as
        long as  there  is no  violation  of any  condition  established  in the
        contract.  Commitments  generally have fixed  expiration  dates or other
        termination  clauses and may require  payment of a fee. The  commitments
        for all lines of credit may expire without being drawn upon,  therefore,
        the total  commitment  amounts do not necessarily  represent future cash
        requirements. The Company evaluates each customer's credit worthiness on
        a case-by-case basis.  Substantially all of these financial instruments,
        except for  unadvanced  lines of credit on unsecured  personal loans and
        commercial lines of credit, are secured by real estate.

                                      F-34
<PAGE>

                     GEORGETOWN BANCORP, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        OTHER COMMITMENTS AND CONTINGENCIES (concluded)

        Lease commitments

        Pursuant to the terms of  noncancelable  lease  agreements  in effect at
        June 30, 2008,  pertaining to branch  facilities,  future minimum rental
        payments are as follows:

        Years Ending
           June 30,                                         Payments
         ------------                                      ----------
                                                         (In thousands)

             2009                                          $      155
             2010                                                 157
             2011                                                 167
             2012                                                 173
             2013                                                 172
          Thereafter                                            1,627
                                                           ----------

                                                           $    2,451
                                                           ==========

        One of the leases contains an option to extend for ten additional years.
        The cost of such rentals is not included above.

        Rental expense amounted to $161,000 for each of the years ended June 30,
        2008 and 2007.

        Employment agreements

        The Bank has entered into employment agreements with its Chief Executive
        Officer and Chief Financial Officer, which expire on June 30, 2011, that
        generally  provide for a specified  minimum annual  compensation and the
        continuation of benefits currently received.  The employment  agreements
        may  be  terminated  for  cause,  as  defined,   without  incurring  any
        continuing obligations.  In addition, the Bank has entered into a change
        in  control  agreement  with an  officer  of the Bank  which  expires on
        January 19, 2009 that provides for a lump sum severance payment, subject
        to  certain  conditions.  These  agreements  are  automatically  renewed
        annually  unless a notice of non-renewal  is issued upon  recommendation
        from the Board of Directors.

        Other contingencies

        Various  legal  claims  arise from time to time in the normal  course of
        business,  which,  in the opinion of  management,  will have no material
        effect on the Company's consolidated financial position.

                                      F-35
<PAGE>

                     GEORGETOWN BANCORP, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

16.     LOANS TO RELATED PARTIES

        In the  ordinary  course of  business,  the Company  grants loans to its
        Executive Officers and Directors and their affiliates.  Activity for the
        years indicated is as follows:

                                        Years Ended June 30,
                                        -------------------
                                         2008        2007
                                        -------    -------
                                          (In thousands)

        Beginning balance               $ 2,915    $ 2,072
        Originations                      2,649      1,519
        Payments and change in status      (795)      (676)
                                        -------    -------

        Ending balance                  $ 4,769    $ 2,915
                                        =======    =======

17.     FAIR VALUE OF FINANCIAL INSTRUMENTS

        The fair value of a  financial  instrument  is the  current  amount that
        would be  exchanged  between  willing  parties,  other  than in a forced
        liquidation.  Fair value is best  determined  based upon  quoted  market
        prices.  However,  in many instances,  there are no quoted market prices
        for the Company's various financial  instruments.  In cases where quoted
        market  prices are not  available,  fair  values are based on  estimates
        using present value or other valuation techniques.  Those techniques are
        significantly  affected by the assumptions used,  including the discount
        rate and  estimates  of future cash flows.  Accordingly,  the fair value
        estimates  may  not  be  realized  in an  immediate  settlement  of  the
        instrument.   Statement  of  Financial  Accounting  Standards  No.  107,
        Disclosures about Fair Value of Financial Instruments,  excludes certain
        financial   instruments  and  all  nonfinancial   instruments  from  its
        disclosure requirements.  Accordingly,  the aggregate fair value amounts
        presented may not necessarily represent the underlying fair value of the
        Company.

        The  following  methods  and  assumptions  were used by the  Company  in
        estimating fair value disclosures for financial instruments:

                Cash and cash  equivalents:  The  carrying  amounts  of cash and
                --------------------------
                short-term investments approximate fair values.

                Securities:  Fair values for  securities,  excluding FHLB stock,
                ----------
                are based on quoted market  prices.  The carrying  value of FHLB
                stock approximates fair value based on the redemption provisions
                of the FHLB.


                                      F-36
<PAGE>

                     GEORGETOWN BANCORP, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        FAIR VALUE OF FINANCIAL INSTRUMENTS (continued)

                Loans: For variable-rate  loans that reprice frequently and with
                -----
                no significant  change in credit risk,  fair values are based on
                carrying values. Fair values for other loans are estimated using
                discounted  cash flow analyses,  using interest rates  currently
                being  offered  for loans with  similar  terms to  borrowers  of
                similar credit quality.

                Deposits:  The fair values for non-certificate  accounts are, by
                --------
                definition,  equal  to  the  amount  payable  on  demand  at the
                reporting  date which is the  carrying  amount.  Fair values for
                certificates  of deposit are estimated  using a discounted  cash
                flow  calculation  that applies  interest rates  currently being
                offered on  certificates  to a schedule of  aggregated  expected
                monthly maturities on time deposits.

                Securities sold under  agreements to repurchase:  The fair value
                -----------------------------------------------
                estimate  of  securities  sold under  agreements  to  repurchase
                approximates carrying value as they mature daily and bear market
                interest rates.

                Short-term  FHLB  advances:  The carrying  amounts of short-term
                --------------------------
                FHLB advances approximate fair value.

                Long-term FHLB advances:  Fair value for long-term FHLB advances
                -----------------------
                is  estimated  using  discounted  cash  flow  analyses  based on
                borrowing rates for similar types of borrowing arrangements.

                Accrued  interest:  The  carrying  amounts of  accrued  interest
                -----------------
                approximate fair value.

                Off-balance-sheet  instruments:  Fair  values  for  off-balance-
                ------------------------------
                sheet,  credit-related  financial  instruments are based on fees
                currently charged to enter into similar agreements,  taking into
                account  the  remaining   terms  of  the   agreements   and  the
                counterparties'  credit standing. At June 30, 2008 and 2007, the
                fair value of commitments  outstanding is not significant  since
                fees charged are not material.

                                      F-37
<PAGE>

                     GEORGETOWN BANCORP, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        FAIR VALUE OF FINANCIAL INSTRUMENTS (concluded)

        The estimated fair values and related carrying amounts, of the Company's
        financial instruments are as follows:
<TABLE>
<CAPTION>
                                                           At June 30,
                                             -----------------------------------------
                                                    2008                  2007
                                             -------------------   -------------------
                                             Carrying    Fair      Carrying     Fair
                                              Amount     Value      Amount      Value
                                             --------   --------   --------   --------
                                                           (In thousands)
<S>                                            <C>        <C>        <C>        <C>
        Financial assets:
          Cash and cash equivalents          $  5,455   $  5,455   $  5,603   $  5,603
          Securities available for sale        12,703     12,703     12,690     12,690
          Securities held to maturity           6,274      6,236      8,182      7,968
          FHLB stock                            3,008      3,008      2,905      2,905
          Loans, net                          148,909    147,775    127,659    118,681
          Accrued interest receivable             674        674        682        682

        Financial liabilities:
          Deposits                            106,292    107,466     97,956    100,224
          Securities sold under agreements
              to repurchase                       552        552        869        869
          Short-term FHLB advances             14,000     14,000      9,850      9,850
          Long-term FHLB advances              45,321     45,513     37,873     37,726
          Accrued interest payable                186        186        220        220

</TABLE>

                                      F-38
<PAGE>

                     GEORGETOWN BANCORP, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

18.     CONDENSED PARENT COMPANY FINANCIAL STATEMENTS

        The condensed balance sheets of the Parent Company are as follows:

                                 BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                        At June 30,
                                                                    -----------------
                                                                      2008      2007
                                                                    -------   -------
                                                                     (In thousands)
<S>                                                                  <C>       <C>
                                     ASSETS

        Non-interest bearing deposit in the Bank                    $ 1,772   $ 2,074
        Loan to the Bank ESOP                                           638       699
        Investment in subsidiary                                     14,393    14,864
        Other assets                                                      1        --
                                                                    -------   -------

                       Total assets                                 $16,804   $17,637
                                                                    =======   =======

                      LIABILITIES AND STOCKHOLDERS' EQUITY

        Other liabilities                                           $    31   $    27
        Stockholders' equity                                         16,773    17,610
                                                                    -------   -------

                       Total liabilities and stockholders' equity   $16,804   $17,637
                                                                    =======   =======
</TABLE>

        The condensed  statements  of  operations  of the Parent  Company are as
        follows:

                            STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                                Years Ended June 30,
                                                                -------------------
                                                                   2008      2007
                                                                 -------    -------
                                                                   (In thousands)
<S>                                                                   <C>        <C>
        Interest income -ESOP loan                               $    56    $    60
        Non-interest expense                                          39         50
                                                                 -------    -------
        Income before income taxes and equity in undistributed
             net loss of the Bank                                     17         10
        Applicable income tax provision                                7          4
                                                                 -------    -------

        Income before equity in undistributed net loss
            of subsidiary                                             10          6

        Equity in undistributed net loss of subsidiary              (688)      (470)
                                                                 -------    -------

        Net loss                                                 $  (678)   $  (464)
                                                                 =======    =======
</TABLE>

                                      F-39
<PAGE>

                     GEORGETOWN BANCORP, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        CONDENSED PARENT COMPANY FINANCIAL STATEMENTS (concluded)

        The  condensed  statements  of cash flows of the Parent  Company  are as
        follows:
<TABLE>
<CAPTION>
                                                                      Years Ended June 30,
                                                                      --------------------
                                                                        2008       2007
                                                                      --------    --------
                                                                         (In thousands)
<S>                                                                          <C>       <C>
        Cash flows from operating activities:
          Net loss                                                    $   (678)   $   (464)
            Adjustments to reconcile net loss to net cash
                provided by operating activities:
                   Repayment of ESOP loan                                   61          57
                   Equity in undistributed loss of subsidiary              688         470
                   Other, net                                                3         227
                                                                      --------    --------
                          Net cash provided by operating activities         74         290
                                                                      --------    --------

        Cash flows from financing activities:
          Treasury stock purchased                                        (376)       (808)
                                                                      --------    --------
                          Net cash used by financing activities           (376)       (808)
                                                                      --------    --------

        Net change in cash and cash equivalents                           (302)       (518)

        Cash and cash equivalents at beginning of year                   2,074       2,592
                                                                      --------    --------

        Cash and cash equivalents at end of year                      $  1,772    $  2,074
                                                                      ========    ========


</TABLE>



                                      F-40
<PAGE>

                     GEORGETOWN BANCORP, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Concluded)

19.     QUARTERLY DATA (UNAUDITED)

        A summary of consolidated  operating  results on a quarterly basis is as
        follows:

<TABLE>
<CAPTION>
                                                                         Years Ended June 30,
                                     --------------------------------------------------------------------------------------------
                                                        2008                                            2007
                                     --------------------------------------------    --------------------------------------------
                                     Fourth       Third      Second       First      Fourth       Third      Second       First
                                     Quarter     Quarter     Quarter     Quarter     Quarter     Quarter     Quarter     Quarter
                                     --------    --------    --------    --------    --------    --------    --------    --------
                                                                 (In thousands, except per share data)
<S>                                     <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>
Interest and dividend income         $  2,340    $  2,316    $  2,374    $  2,278    $  2,206    $  2,202    $  2,217    $  2,287
Interest expense                        1,125       1,239       1,359       1,314       1,271       1,255       1,277       1,281
                                     --------    --------    --------    --------    --------    --------    --------    --------

Net interest income                     1,215       1,077       1,015         964         935         947         940       1,006
Provision (credit) for loan losses        145           4           2           1          (4)          4          41          64
                                     --------    --------    --------    --------    --------    --------    --------    --------

Net interest income, after
    provision for loan losses           1,070       1,073       1,013         963         939         943         899         942
Non-interest income (1)                   385         152         189         172         232         168         162         175
Non-interest expenses (1)               2,139       1,418       1,337       1,347       1,400       1,311       1,208       1,248
                                     --------    --------    --------    --------    --------    --------    --------    --------

Loss before income taxes                 (684)       (193)       (135)       (212)       (229)       (200)       (147)       (131)

Income tax benefit                       (298)       (128)        (46)        (74)        (79)        (71)        (48)        (45)
                                     --------    --------    --------    --------    --------    --------    --------    --------

Net loss                             $   (386)   $    (65)   $    (89)   $   (138)   $   (150)   $   (129)   $    (99)   $    (86)
                                     ========    ========    ========    ========    ========    ========    ========    ========

Loss per share:
Basic and diluted                    $  (0.15)   $  (0.03)   $  (0.03)   $  (0.05)   $  (0.06)   $  (0.05)   $  (0.04)   $  (0.03)
</TABLE>

(1)  The  increase  in the  fourth  quarter  of  2008  is  primarily  due to the
restructure of the supplemental retirement agreements.


                                      F-41
<PAGE>


                             STOCKHOLDER INFORMATION


DIRECTORS

RICHARD F. SPENCER, CHAIRMAN                         THOMAS L. HAMELIN
ROBERT E. BALLETTO                                   MARYBETH MCINNIS
DAVID H. CONDON                                      KATHLEEN R. SACHS
KEITH N. CONGDON                                     DAVID A. SPLAINE
ANTHONY S. CONTE, JR.                                MARY L. WILLIAMS
STEPHEN L. FLYNN                                     ROBERT T. WYMAN
                                                     JOHN H. YEATON


SENIOR OFFICERS

ROBERT E. BALLETTO, PRESIDENT AND CHIEF EXECUTIVE OFFICER
KAREN COHN, SENIOR VICE PRESIDENT AND SENIOR LOAN OFFICER
WENDY A. GIRROIR, SENIOR VICE PRESIDENT/HUMAN RESOURCES
JOSEPH W. KENNEDY, SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER AND
 TREASURER
JOSEPH R. POLLARD, SENIOR VICE PRESIDENT/RETAIL BANKING
CHARLES R. SHEDIAC, SENIOR VICE PRESIDENT AND CHIEF LOAN OFFICER
PETER L. CHAPMAN, VICE PRESIDENT/MANAGEMENT INFORMATION SYSTEM



INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM                      LEGAL COUNSEL
WOLF & COMPANY, PC                          LUSE GORMAN POMERENK & SCHICK, P.C.
99 HIGH STREET                              5335 WISCONSIN AVENUE, N.W.
BOSTON, MA 02110                            SUITE 400
(617) 439-9700                              WASHINGTON, DC 20015-2035
                                            (202) 274-2000


REGISTRAR AND TRANSFER AGENT                STOCK LISTING
REGISTRAR AND TRANSFER COMPANY              OTC BULLETIN BOARD
10 COMMERCE DRIVE                           SYMBOL: GTWN
CRANFORD, NJ 07016                          WWW.OTCBB.COM
(800) 368-5948
WWW.RTCO.COM


CONTACT OUR TRANSFER  AGENT  DIRECTLY FOR  ASSISTANCE  IN CHANGING YOUR ADDRESS,
ELIMINATION OF DUPLICATE MAILINGS, TRANSFERRING STOCK, OR REPLACING LOST, STOLEN
OR DESTROYED STOCK CERTIFICATES.


ANNUAL REPORT ON FORM 10-KSB

ADDITIONAL  COPIES OF OUR ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED
JUNE 30, 2008, ARE AVAILABLE UPON WRITTEN REQUEST TO:

JOSEPH W. KENNEDY
SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND TREASURER
GEORGETOWN BANCORP, INC.
2 EAST MAIN STREET
GEORGETOWN, MA 01833

<PAGE>

BRANCH LOCATIONS
------ ---------



GEORGETOWN

2 EAST MAIN STREET
GEORGETOWN, MA 01833
(978) 352-8600


ROWLEY

303 HAVERHILL STREET
ROWLEY, MA 01969
(978) 948-8602


NORTH ANDOVER

75 TURNPIKE STREET
NORTH ANDOVER, MA 01845
(978) 557-1679


WWW.GEORGETOWNSB.COM


   [LOGO]                                                             [LOGO]
EQUAL HOUSING                                                      Georgetown
   LENDER                                                         Bancorp, Inc.

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

                                                          THERE IS A DIFFERENCE.

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