EXHIBIT 13

                          ANNUAL REPORT TO STOCKHOLDERS



                              ANNUAL REPORT - 2009


                                                                  [LOGO]
                                                               Georgetown
                                                              Bancorp, Inc.

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                                                          THERE IS A DIFFERENCE.

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<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.



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                                                          THERE IS A DIFFERENCE.

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                                       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 2009 Annual Report of Georgetown Bancorp, Inc.

The past year continued to present a challenging operating environment for the
Georgetown Savings Bank and the banking industry in general. In what has been
described by many analysts as the worst economic environment since The Great
Depression, we have seen the collapse of Wall Street as we've known it, major
financial institution and corporate bailouts, a collapsing housing market,
rising unemployment, and bank failures. Once again, the Georgetown Savings Bank
rose to the occasion and despite increased regulatory intervention and a
floundering economy, we remained focused on our customers, community, and
continued successful execution of our strategic plan.

Our primary objective for fiscal 2009 was a return to profitability through the
continued growth of our commercial loan portfolio, while maintaining our high
credit standards, continued growth of core deposits, expanding our net interest
margin, control of non-interest expenses, and growth of non-interest income
through increased emphasis on our mortgage banking operation.

Managing with a steady hand, we were able to achieve most of our objectives
including our primary objective, a return to profitability.

Commercial and construction loans grew by 35% and were 40% of total loans as of
June 30, 2009, compared to 33% of total loans as of June 30, 2008. Asset quality
was extremely strong with non-performing loans remaining below industry
averages. In should be noted that, although we have experienced significant
growth in our commercial portfolio, we have maintained conservative


<PAGE>
underwriting standards and a high percentage of our commercial loans are well
collateralized by residential 1-4 family and multi-family real estate.

Core deposits grew by 23%. Our net interest margin continued to expand,
increasing by 19% over last year.  Non-interest expenses declined 5% despite
increased deposit insurance premiums and a special assessment from the FDIC. In
January of 2009, we began to sell our fixed rate residential loan production in
the secondary market. Net gains on sale and servicing income added $214,000 to
our non-interest income. Going forward, we expect increasing revenues from our
mortgage banking operation through expansion of our origination team.

Our success in achieving our targeted objectives resulted in a return to
profitability highlighted by a $1,028,000 or 152% increase in our after-tax net
income. This significant increase in profitability was the result of planned
investments in people and infrastructure designed to support the growth of the
Company. Through focused execution of our strategic plan, a positive return on
these investments was realized in 2009 and we look forward to continued
profitable growth in 2010 and beyond.

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

SELECTED FINANCIAL CONDITION DATA:
Total assets                         $       201,191  $       184,741
Cash and cash equivalents                     11,356            5,455
Loans receivable, net                        163,825          148,909
Allowance for loan losses                      1,455            1,212
Investment securities                         14,487           18,977
Deposits                                     141,126          106,292
Borrowings (1)                                40,788           59,873
Total stockholders' equity                    17,317           16,773
</TABLE>

<TABLE>
<CAPTION>
                                                                   Years Ended June 30,
                                                    ------------------------------------------------
                                                             2009                      2008
                                                    ----------------------    ----------------------
<S>                                                  <C>                      <C>
                                                          (In thousands, except per share data)
SELECTED OPERATING DATA:
Interest and dividend income                        $               10,551    $                9,308
Interest expense                                                     4,709                     5,037
                                                    ----------------------    -----------------------
  Net interest income                                                5,842                     4,271
                                                    ----------------------    -----------------------
Provision for loan losses                                              248                       152
  Net interest income after
    provision for loan losses                                        5,594                     4,119
Non-interest income                                                    870                       898
Non-interest expense                                                 5,933                     6,241
                                                    ----------------------    -----------------------
Income (loss) before income taxes                                      531                    (1,224)
                                                    ----------------------    -----------------------
Income tax provision (benefit)                                         181                      (546)
  Net income (loss)                                 $                  350    $                 (678)
                                                    ======================    =======================

Net income (loss) per share:  Basic and diluted     $                 0.14    $                (0.26)
</TABLE>

<TABLE>
<CAPTION>
                                                                                          At or For the Years
                                                                                             Ended June 30,
                                                                            --------------------------------------------
                                                                                    2009                    2008
                                                                            --------------------    --------------------
<S>                                                                        <C>                     <C>

SELECTED FINANCIAL RATIOS AND OTHER DATA:

PERFORMANCE RATIOS:
Return on assets (ratio of net income (loss) to average total assets)                      0.18%                  -0.40%
Return on equity (ratio of net income (loss) to average equity)                            2.05%                  -3.88%
Interest rate spread   (2)                                                                 2.85%                   2.21%
Net interest margin    (3)                                                                 3.19%                   2.68%
Efficiency ratio       (4)                                                                88.39%                 120.74%
Non-interest expense to average total assets                                               3.05%                   3.70%
Average interest-earning assets to average interest-bearing liabilities                  113.03%                 114.97%

ASSET QUALITY RATIOS:
Non-performing assets to total assets                                                      0.37%                   0.75%
Non-performing loans to total loans                                                        0.45%                   0.92%
Allowance for loan losses to non-performing loans                                        197.42%                  87.45%
Allowance for loan losses to total loans                                                   0.88%                   0.81%

CAPITAL RATIOS:
Stockholders' equity to total assets at end of period                                      8.61%                   9.08%
Total capital to risk-weighted assets   (5)                                               11.30%                  11.80%
Tier 1 capital to risk-weighted assets  (5)                                               10.40%                  10.90%
Tier 1 capital to average assets        (5)                                                8.00%                   8.30%
</TABLE>

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

FORWARD LOOKING STATEMENTS

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

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 and Suffolk counties, Massachusetts
region and southern New Hampshire, downturns in this regional economy could have
a  negative  impact  on  our  earnings.

     The  Company's  return  to  profitability  during  fiscal  2009  was driven
primarily  by  an expansion of our net interest income, which increased 37%. Net
interest  income  improvement  resulted  from  our  ability to lower our funding
costs,  as  well  as  an  increase  in our commercial loan volume. Asset quality
remained  strong,  which had a positive impact on the provision for loan losses.
The  Company  successfully  began  selling  residential  loans  in the secondary
market,  which  had  a  positive  impact,  not only on profitability, but on our
interest  rate  risk  management  and  our  liquidity position. The current poor
economic environment has negatively affected the Company by eliminating our FHLB
of  Boston  dividend  and  increased  operating  expenses, specifically our FDIC


                                        7
<PAGE>
deposit  insurance,  which  increased 235%. Notwithstanding the current economic
environment,  our  outlook  for  the  Company's  future  remains  positive.

CRITICAL  ACCOUNTING  POLICIES

     Critical  accounting  policies are those that involve significant judgments
and  assumptions  made  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 and
deferred  taxes.

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

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

     The allowance consists of specific, general and unallocated components. The
specific  component  relates  to loans that are classified as impaired. For such
loans  that  are  classified  as  impaired, an allowance is established when the
discounted  cash  flows  or  the  fair  value  of the existing collateral of the
impaired  loan  is  lower  than  the  carrying  value  of that loan. The general
component  covers  non-impaired 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  $15,000  for  the fiscal year ended June 30, 2009 and $60,000 for the fiscal
year  ended  June 30, 2008, the risks in the loan portfolio have increased based
on  the  change  in  loan  composition.  During  2009,  the Company analyzed its
commercial  loan  portfolio  and  established  new  loan  types  based  on  loan
collateral.  We  continued to determine the general allowance requirements based
on  these  new  loan  types, as well as classification status at each period-end
date.


                                        8
<PAGE>
     The  allowance  for  loan  losses  was  $1.5  million,  or  0.88%  of loans
outstanding  at  June 30, 2009, as compared with $1.2 million, or 0.81% of loans
outstanding at June 30, 2008. 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.

     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. The Company exercises significant judgment in
evaluating  the amount and timing of recognition of the resulting tax assets and
liabilities. These judgments require projections of future taxable income. These
judgments  and  estimates,  which  are  inherently  subjective,  are  reviewed
periodically  as regulatory and business factors change. The deferred tax assets
are  reduced  by a valuation allowance when, in the opinion of management, it is
more likely than not that all or some portion of the deferred tax asset will not
be  realized.

COMPARISON  OF  FINANCIAL  CONDITION  AT  JUNE  30,  2009  AND  2008

     Our  total assets increased by $16.5 million, or 8.9%, to $201.2 million at
June  30,  2009,  from  $184.7  million  at June 30, 2008. 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  available for sale. The increase in net loans receivable of $14.9
million,  or  10.0%,  to  $163.8  million at June 30, 2009, was primarily due to
increases  in commercial real estate loans, commercial loans, construction loans
and  home  equity  loans  and  lines of credit, partially offset by decreases in
residential  one-to-four  family  loans.  Commercial  real  estate  loans, which
include  loans collateralized by one-to-four family and multi-family properties,
increased  $12.1 million or 52.8%, to $35.0 million at June 30, 2009, from $22.9
million  at  June 30, 2008. Home equity loans and lines of credit increased $5.0
million,  or  43.5%,  as  borrowers  took advantage of lower rates. Construction
loans  increased  $2.3 million or 11.2%, to $22.7 million at June 30, 2009, from
$20.4  million at June 30, 2008. The construction loans include $12.1 million in
loans  collateralized  by  non-owner  occupied,  one-to-four  family residential
properties  and  $2.8  million  in  loans  collateralized  by non-owner occupied
multi-family  properties.  Commercial  loans increased $2.8 million or 49.6%, to
$8.4  million  at June 30, 2009, from $5.6 million at June 30, 2008. One-to-four
family  residential  loans  decreased  $6.9 million or 7.7%, to $82.1 million at
June 30, 2009, from $89.0 million at June 30, 2008, as the Company began selling
residential  loans  in  the  secondary  mortgage  market.  The  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  and  the  development  of  a  mortgage  banking  operation.


                                        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.

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

Commercial
loans:
  One-to-four
    family real
    estate                4,795      2.90      1,953      1.30              -         -          -         -          -         -
  Multi-family
    real estate           8,226      4.98      3,601      2.40            975      0.76          -         -          -         -
  Commercial
    real estate          22,015     13.33     17,380     11.59         13,581     10.56     11,891      9.17      9,847      8.52
  Commercial              8,389      5.08      5,607      3.74          2,157      1.68      1,486      1.15      1,510      1.31
                       ---------  --------  ---------  --------  -------------  --------  ---------  --------  ---------  --------
Total commercial
loans                    43,425     26.29     28,541     19.03         16,713     13.00     13,377     10.32     11,357      9.83
Construction
loans:
  One-to-four
family                   13,327      8.07     11,210      7.47          2,589      2.01      9,411      7.26      7,304      6.32
  Multi-family            2,786      1.69      7,293      4.86          2,833      2.20          -         -          -         -
  Commercial              6,552      3.97      1,883      1.26          1,565      1.22      1,179      0.91        690      0.60
                       ---------  --------  ---------  --------  -------------  --------  ---------  --------  ---------  --------
Total construction
loans                    22,665     13.73     20,386     13.59          6,987      5.43     10,590      8.17      7,994      6.92
Consumer                    328      0.20        486      0.32            763      0.59        617      0.48        372      0.32
                       ---------  --------  ---------  --------  -------------  --------  ---------  --------  ---------  --------
Total loans:            165,150    100.00%   149,970    100.00%       128,573    100.00%   129,615    100.00%   115,526    100.00%
                                  ========             ========                 ========             ========             ========
Other items:
Net deferred
loan costs                  130                  151                      165                  179                  137
Allowance for
loan losses              (1,455)              (1,212)                  (1,079)              (1,016)                (882)
                       ---------            ---------            -------------            ---------            ---------
Total loans, net       $163,825             $148,909             $    127,659             $128,778             $114,781
                       =========            =========            =============            =========            =========
</TABLE>

     Short-term  investments  increased $5.1 million, or 173.7%, to $8.0 million
at  June  30,  2009, primarily due to an increase in over-night funds, resulting
from  security  maturities and sales of residential loans. Investment securities
available for sale decreased $3.2 million, or 25.0%, to $9.5 million at June 30,
2009,  from  $12.7  million  at  June 30, 2008 and investment securities held to
maturity  decreased  $1.3  million,  or 21.0%, to $5.0 million at June 30, 2009,
from  $6.3  million  at  June  30,  2008.

     Total deposits increased $34.8 million, or 32.8%, to $141.1 million at June
30, 2009, from $106.3 million at June 30, 2008, as all deposit categories showed
increases.  Term certificates increased $18.8 million, or 49.8% and money market
deposit  accounts  increased  $12.4  million,  or  37.1%, reflecting promotional
activity  in  both  categories.  Total  deposits  also  increased  due to a $1.9
million,  or  18.4%, increase in NOW accounts, a $1.2 million, or 8.5%, increase
in  demand  deposit  accounts  and  a  $543,000,  or  5.2%,  increase in savings
accounts.  Our  advances  from  the  Federal  Home  Loan  Bank  (FHLB)
decreased $19.1 million, or 32.1%, to $40.3 million at June 30, 2009, from $59.3
million
<PAGE>
                                       10

at  June  30,  2008.  The decline in FHLB advances was primarily due to
deposits  inflows  being  used  to  pay  down  maturing  advances.

     Stockholders'  equity increased $544,000, or 3.2%, to $17.3 million at June
30, 2009, from $16.8 million at June 30, 2008. The increase was primarily due to
the  net  income  for  the  period and the impact of adjusting the fair value of
available-for-sale  securities due to market interest rate changes. The increase
in  stockholders'  equity  reflected  net income of $350,000 for the fiscal year
ended June 30, 2009 and an increase in accumulated other comprehensive income of
$155,000  to $136,000 at June 30, 2009, from a loss of $19,000 at June 30, 2008.
At  June  30,  2009,  there  were  $209,000  in  net pre-tax unrealized gains on
securities  available  for sale, compared to $30,000 in net unrealized losses at
June  30,  2008.  The  net impact of the Company's Employee Stock Ownership Plan
(ESOP)  increased  stockholders'  equity  by  $39,000.

COMPARISON  OF  OPERATING  RESULTS  FOR  THE  YEARS ENDED JUNE 30, 2009 AND 2008

     GENERAL.  Net  income for the fiscal year ended June 30, 2009 was $350,000,
compared  to  a  net  loss  of $678,000 for the fiscal year ended June 30, 2008,
resulting in a $1.0 million, or 151.6%, increase in net income. The increase was
primarily  related  to  an  increase  in  net  interest income and a decrease in
non-interest  expenses,  partially  offset by a decrease in non-interest income.

     INTEREST  INCOME.  Interest  income increased by $1.2 million, or 13.4%, to
$10.5 million for the fiscal year ended June 30, 2009, from $9.3 million for the
fiscal  year  ended  June  30,  2008.  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  $24.3 million, or 15.2%, increase in the average
balance  of  interest-earning assets to $183.4 million for the fiscal year ended
June  30,  2009,  from  $159.1  million for the fiscal year ended June 30, 2008,
partially  offset  by  a  10  basis  point  decrease  in  the  average  yield on
interest-earning  assets  to 5.75% for the fiscal year ended June 30, 2009, from
5.85%  for  the fiscal year ended June 30, 2008, reflecting the continued change
in  the  loan portfolio composition to higher-yielding commercial and commercial
real  estate  loans  in  a  declining  interest  rate  market.

Interest income from loans receivable  increased $1.5 million, or 18.6%, to $9.7
million  for the fiscal  year ended June 30,  2009,  from $8.2  million  for the
fiscal year ended June 30, 2008.  The increase  was due to a $26.1  million,  or
19.2%, increase in the average balance of loans receivable during fiscal 2009 to
$161.8 million from $135.7 million, partially offset by a 3 basis point decrease
in the average yield to 6.01% from 6.04%. 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  $248,000,  or 23.2%,  to $820,000  for the fiscal year ended June 30,
2009,  from $1.1 million for the fiscal year ended June 30,  2008.  The decrease
resulted  from a $2.0  million,  or 8.9%,  decrease  in the  average  balance of
investment  securities to $20.4 million for the fiscal year ended June 30, 2009,
from $22.4  million  for the  fiscal  year  ended  June 30,  2008,  as well as a
decrease  in the  average  yield to 4.02% from  4.77%.  The  decrease in average
balances  of  investment  securities  reflected

                                       11

<PAGE>
cash flows being invested in short-term  investments,  as it is anticipated that
these funds will be used to fund loan  originations in future periods.  Interest
income from short-term  investments  decreased $32,000,  or 84.2%, to $6,000 for
the fiscal year ended June 30, 2009, from $38,000 for the fiscal year ended June
30, 2008. The decrease  resulted  primarily from a decrease in the average yield
to 0.50% from 3.78%.

     INTEREST  EXPENSE.  Interest  expense  decreased $328,000, or 6.5%, to $4.7
million  for  fiscal  2009.  The  decrease  in  interest expense resulted from a
decrease  in  the  average  cost  of  liabilities to 2.90% from 3.64%, partially
offset  by  a  $23.8  million,  or  17.2%,  increase  in  the average balance of
interest-bearing  liabilities  to  $162.2 million for the fiscal year ended June
30,  2009,  from  $138.4  million  for  the  fiscal  year  ended  June 30, 2008.

     Interest  expense on total deposits decreased $51,000, or 1.9%, due to a 70
basis point decrease in the average rate paid on such deposits, partially offset
by  a  $23.4  million,  or  27.1%,  increase  in  the  average  balance  of
interest-bearing  deposits.  Deposit  interest  rates  were decreased, as market
interest  rates  declined  throughout  the  year.  The  Company  was  able  to
significantly  increase  deposit  balances,  as  the  community banking industry
experienced  deposit  growth  resulting,  in  part,  from consumer concerns with
larger  financial  institutions.  Interest  expense  on  certificates of deposit
increased  $58,000,  or 3.4%, due to an $11.7 million, or 29.7%, increase in the
average balance of such deposits, partially offset by an 89 basis point decrease
in  the  average  rate paid. Interest expense on money market deposits decreased
$20,000,  or  2.4%, due to a 97 basis point decrease in the average rate paid on
such  deposits,  partially offset by an $11.8 million, or 43.3%, increase in the
average  balance  of  money  market  accounts.  Interest expense on NOW accounts
decreased  $75,000,  or  87.2%,  due to a 81 basis point decrease in the average
rate paid on such deposits, partially offset by a $229,000, or 2.5%, increase in
the  average  balance of NOW accounts. Additionally, interest expense on savings
accounts  decreased  $14,000,  or 53.8%, due to a 12 basis point decrease in the
average  rate  paid on such deposits and by a $298,000, or 2.8%, decrease in the
average  balance  of  savings  accounts.

     Interest  expense  on FHLB advances decreased $272,000, or 11.5%, primarily
due  to  a  58  basis  point decrease in the average rate paid on such advances,
partially offset by a $648,000, or 1.3%, increase in the average balance of FHLB
advances.

      NET INTEREST INCOME. Net interest income increased $1.6 million, or 36.8%,
to $5.8 million for the fiscal year ended June 30,  2009,  from $4.3 million for
the fiscal year ended June 30, 2008.  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 3.19% during  fiscal 2009,  from 2.68% during
fiscal 2008. Average net interest-earning assets increased $420,000, or 2.0%, to
$21.1  million for the fiscal year ended June 30, 2009,  from $20.7  million for
the fiscal year ended June 30, 2008.

     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
                                        12
<PAGE>
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 $248,000
for the fiscal year ended June 30, 2009, as compared to a $152,000 provision for
the fiscal year ended June 30, 2008.

     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 decreased $28,000, or 3.1%, to
$870,000  for the fiscal year ended June 30,  2009,  as compared to $898,000 for
the fiscal year ended June 30,  2008,  as a decrease  in income from  bank-owned
life  insurance  (BOLI) was  partially  offset by an increase in income from net
gain on sale of loans. Income from BOLI decreased $241,000,  or 96.8%, to $8,000
for the fiscal year ended June 30, 2009. Fiscal 2008 income from BOLI included a
$202,000  increase in the cash surrender value of BOLI recognized in conjunction
with the  restructuring  of  supplemental  retirement  agreements  with  certain
executive  officers.  Fiscal 2009 income  from BOLI  included a $42,000  loss on
investments  in  variable  BOLI  policies.  Management  is  in  the  process  of
transferring  these  variable  BOLI  policies  into fixed BOLI policies to limit
further income  fluctuations.  The Company began to sell residential  loans into
the secondary market in accordance with its strategic plan. The net gain on sale
of loans totaled $214,000, which included $116,000 of income related to mortgage
servicing  rights.  Income from customer service charges increased  $21,000,  or
3.4%,  to  $633,000  for the fiscal  year ended June 30,  2009,  as  compared to
$612,000  for the fiscal year ended June 30, 2008.  A  significant  component of
customer  service  fees has  been  income  related  to our  overdraft  privilege
program, which generated $398,000 in fees during 2009 and $396,000 during 2008.

                                       13
<PAGE>

     NON-INTEREST EXPENSE.  Non-interest expense decreased $308,000, or 4.9%, to
$5.9  million  for the fiscal year ended June 30, 2009, compared to $6.2 million
for  the  fiscal year ended June 30, 2008. The decrease was primarily due to the
fact  that  fiscal  2008  included expenses associated with the restructuring of
supplemental  retirement  (SERP)  agreements with certain executive officers, as
well  as  a  reduction  in occupancy expense, partially offset by an increase in
other  general  and  administrative  expense.  Expenses  associated  with  the
restructuring  of  SERP  agreements  totaled  $697,000  and  included a $581,000
increase  in  the accrued retirement liability and $116,000 in professional fees
for  consultants.  Excluding  these  expenses, total non-interest expenses would
have  increased  $389,000,  or  7.0%.  Salaries  and employee benefits decreased
$316,000,  or  8.8%. However, excluding $581,000 of expenses associated with the
restructuring  of  SERP  agreements  in fiscal 2008, salaries and benefits would
have  increased  $265,000, or 8.9%, primarily due to several existing positions,
which  remained open for a portion of 2008, that were filled for all of 2009 and
an  increase  in  the  annual  cost of the restructured SERP agreements totaling
$71,000.  Occupancy  expense  decreased  $92,000,  or  10.6%, primarily due to a
decrease in equipment depreciation expense of $78,000, or 29.2%. Data processing
expenses  increased  $27,000, or 7.7%, primarily due to expenses associated with
new product offerings. Professional fees decreased $163,000, or 37.2%, primarily
due  to  the fact that fiscal 2008 included $116,000 of expenses associated with
the  restructuring  of  SERP  agreements and $63,000 associated with the initial
compliance  with  section  404  of  the  Sarbanes-Oxley Act, related to internal
controls  over  financial  reporting. Advertising expenses increased $15,000, or
7.5%,  to  $215,000  for  the  fiscal  year  ended June 30, 2009, as compared to
$200,000  for  the  fiscal  year  ended  June  30,  2008.  Our other general and
administrative  expense  increased  $221,000,  or 27.2%, to $1.0 million for the
fiscal  year  ended  June 30, 2009, from $813,000 for the prior fiscal year. The
increase  was  primarily  due  to  an  increase  in  FDIC  insurance premiums of
$177,000,  or  235.3%.

     INCOME  TAX EXPENSE. Income before income taxes was $531,000 for the fiscal
year  ended  June  30,  2009,  which resulted in income tax expense of $181,000,
compared to the net loss before income taxes of $1.2 million for the fiscal year
ended  June  30,  2008, which resulted in an income tax benefit of $546,000. The
effective tax rates for the fiscal years ended June 30, 2009 and 2008 were 34.1%
and  44.6%, respectively. The higher benefit rate in 2008 related principally to
the  level  of  non-taxable  BOLI  income.


                                        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. There were
no tax-equivalent yield adjustments made. 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>
                             At June 30,                               Fiscal Years Ended June 30,
                                               ---------------------------------------------------------------------------
                                2009                           2009                                       2008
                       -----------------------  --------------------------------------  -----------------------------------
                                     Weighted     Average                                   Average
                       Outstanding    Average   Outstanding                 Yield/        Outstanding               Yield/
                         Balance       Rate       Balance     Interest       Rate           Balance      Interest    Rate
                       ------------  ---------  ------------  ---------  -------------  ---------------  ---------  -------
                                                                  (Dollars in thousands
<S>                    <C>           <C>        <C>           <C>        <C>            <C>              <C>        <C>
Interest-earning
assets:
  Loans                $    165,280      5.92%  $    161,760  $   9,725          6.01%  $       135,702  $   8,202    6.04%
  Investment
securities (1)               17,598      3.43%        20,416        820          4.02%           22,409      1,068    4.77%
  Short-term
    investments               8,001      0.05%         1,191          6          0.50%            1,005         38    3.78%
                       ------------             ------------  ---------                 ---------------  ---------
    Total interest-
      earning assets        190,879      5.44%       183,367     10,551          5.75%          159,116      9,308    5.85%
  Non-interest-
    earning assets           10,312                   11,114          -                           9,410          -
                       ------------             ------------  ---------                 ---------------  ---------
  Total assets         $    201,191             $    194,481     10,551                 $       168,526      9,308
                       ============             ============  ---------                 ===============  ---------
Interest-bearing
liabilities:
  Savings deposits     $     11,041      0.12%  $     10,417  $      12          0.12%  $        10,715  $      26    0.24%
  NOW accounts               11,909      0.05%         9,451         11          0.12%            9,222         86    0.93%
  Money market
accounts                     45,949      1.53%        39,075        810          2.07%           27,270        830    3.04%
  Certificates
    of deposit               56,500      3.39%        51,065      1,777          3.48%           39,368      1,719    4.37%
                       ------------             ------------  ---------                 ---------------  ---------
    Total interest-
      bearing
      deposits              125,399      2.10%       110,008      2,610          2.37%           86,575      2,661    3.07%
FHLB advances                40,268      4.19%        51,710      2,097          4.06%           51,062      2,369    4.64%
Repurchase
  agreements                    520      0.50%           514          2          0.39%              764          7    0.92%
                       ------------             ------------  ---------                 ---------------  ---------
    Total interest-
      bearing
      liabilities           166,187      2.60%       162,232      4,709          2.90%          138,401      5,037    3.64%
                                                              =========                                  =========
Non-interest-
  bearing
  liabilities:
  Demand deposits            15,727                   13,676                                     11,973
  Other non-
    interest-bearing
    liabilities               1,960                    1,461                                        678
                       ------------             ------------                            ---------------
Total liabilities           183,874                  177,369                                    151,052
  Stockholders'
    equity                   17,317                   17,112                                     17,474
                       ------------             ------------                            ---------------
  Total liabilities
    and equity         $    201,191             $    194,481                            $       168,526
                       ============             ============                            ===============

Net interest
  income                                                      $   5,842                                  $   4,271
                                                              =========                                  =========
Net interest
  rate spread (2)                        2.84%                                   2.85%                                2.21%
Net interest-
  earning assets (3)   $     24,692             $     21,135                            $        20,715
                       ============             ============                            ===============
Net interest
  margin (4)                                                                     3.19%                                2.68%
Average of
interest-earning
  assets to
  interest-bearing
  liabilities                          114.86%                                 113.03%                              114.97%
</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.

<TABLE>
<CAPTION>
                                                      Fiscal Years Ended June 30,
                                                              2009 vs. 2008
                                         -------------------------------------------------
                                            Increase (Decrease) Due to
                                         --------------------------------
                                             Volume            Rate              Net
                                         ---------------  ---------------  ---------------
                                                          (In thousands)
<S>                                      <C>              <C>              <C>
Interest-earning assets:
  Loans                                  $        1,575   $          (52)  $        1,523
  Investment securities (1)                         (95)            (153)            (248)
  Short-term investments                              7              (39)             (32)
                                         ---------------  ---------------  ---------------

    Total interest-earning assets                 1,487             (244)           1,243
                                         ---------------  ---------------  ---------------


Interest-bearing liabilities:
  Savings deposits                                   (1)             (13)             (14)
  NOW accounts                                        2              (77)             (75)
  Money market accounts                             359             (379)             (20)
  Certificates of deposit                           511             (453)              58
                                         ---------------  ---------------  ---------------

Total interest-bearing deposits                     871             (922)             (51)

  FHLB advances                                      30             (302)            (272)
  Repurchase agreements                              (2)              (3)              (5)
                                         ---------------  ---------------  ---------------

    Total interest-bearing liabilities              899           (1,227)            (328)
                                         ---------------  ---------------  ---------------

Change in net interest income            $          588   $          983   $        1,571
                                         ===============  ===============  ===============
</TABLE>

-------------------------------------------------------------------------
    (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


                                       16
<PAGE>
interest  rates.  Accordingly,  our  Board  of  Directors  has  established  an
Asset/Liability  Management  Committee,  which is responsible for evaluating the
IRR  inherent  in  our 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, 2009, the estimated
changes in net interest income that would result from changes in market interest
rates  over  the  next  twelve-month  period:

<TABLE>
<CAPTION>
       Changes in
     Interest Rates          Net Interest
     (Basis Points)             Income                  % Change
----------------------  -----------------------  ----------------------
                        (Dollars in thousands)
<S>                     <C>                      <C>
                   200  $                 6,417                    0.7%
                     0  $                 6,372                    0.0%
                  -100  $                 6,428                    0.9%
</TABLE>


                                       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, 2009, cash and cash equivalents
totaled  $11.4  million.  Securities  classified  as  available-for-sale,  which
provide  additional sources of liquidity, totaled $9.5 million at June 30, 2009.
In  addition,  at  June  30,  2009,  we  had  the  ability  to borrow a total of
approximately $60.6 million from the FHLB. On that date, we had $40.3 million in
advances  outstanding.

     At  June  30, 2009, we had $6.8 million in loan commitments outstanding. In
addition  to  commitments to originate loans, we had $20.9 million in unadvanced
funds to borrowers. Certificates of deposit due within one year of June 30, 2009
totaled  $35.6  million,  or  25.2%  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 at June 30, 2009. 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.

     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


                                       18
<PAGE>
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 2009, we originated $73.1 million of loans and
purchased  $4.0  million  of  securities.  In  fiscal  2008, we originated $52.6
million  of  loans  and  purchased  $5.5  million  of  securities.

     Financing  activities consist primarily of activity in deposit accounts and
FHLB  advances. We experienced a net increase in total deposits of $34.8 million
and  $8.3  million  for  the  fiscal  years  ended  June  30,  2009  and  2008,
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  decreases of $19.1 million and net
increases of $11.6 million during the fiscal years ended June 30, 2009 and 2008,
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, 2009,
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.  and Subsidiary 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

<TABLE>
<CAPTION>
                                                               PAGE
<S>                                                         <C>
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-47
</TABLE>

                                       F-1
<PAGE>
            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, 2009 and 2008, 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, 2009 and 2008, 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  18,  2009


                                     F-2
<PAGE>
<TABLE>
<CAPTION>
                          GEORGETOWN BANCORP, INC. AND SUBSIDIARY

                                CONSOLIDATED BALANCE SHEETS

                                 AT JUNE 30, 2009 AND 2008

                                          ASSETS

                                                                       2009         2008
                                                                     ---------    ---------
                                                                          (In thousands)
<S>                                                                  <C>          <C>
Cash and due from banks                                              $  3,355     $  2,532
Short-term investments                                                  8,001        2,923
                                                                     ---------    ---------
    Total cash and cash equivalents                                    11,356        5,455

Securities available for sale, at fair value                            9,528       12,703
Securities held to maturity, at amortized cost                          4,959        6,274
Federal Home Loan Bank stock, at cost                                   3,111        3,008
Loans held for sale                                                       269            -
Loans, net of allowance for loan losses of $1,455,000
  at June 30, 2009 and $1,212,000 at June 30, 2008                    163,825      148,909
Premises and equipment, net                                             4,212        4,458
Accrued interest receivable                                               714          674
Bank-owned life insurance                                               2,414        2,406
Other assets                                                              803          854
                                                                     ---------    ---------

    Total assets                                                     $201,191     $184,741
                                                                     =========    =========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits                                                             $141,126     $106,292
Securities sold under agreements to repurchase                            520          552
Short-term Federal Home Loan Bank advances                                  -       14,000
Long-term Federal Home Loan Bank advances                              40,268       45,321
Mortgagors' escrow accounts                                               407          361
Accrued expenses and other liabilities                                  1,553        1,442
                                                                     ---------    ---------
    Total liabilities                                                 183,874      167,968
                                                                     ---------    ---------

Commitments and contingencies (Note 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                                             11,350       11,393
Retained earnings                                                       7,228        6,878
Accumulated other comprehensive income (loss)                             136          (19)
Unearned compensation - ESOP (49,078 and 57,271 shares unallocated
  at June 30, 2009 and 2008, respectively)                               (491)        (573)
Treasury stock, at cost (138,863 shares)                               (1,184)      (1,184)
                                                                     ---------    ---------
    Total stockholders' equity                                         17,317       16,773
                                                                     ---------    ---------

    Total liabilities and stockholders' equity                       $201,191     $184,741
                                                                     =========    =========
</TABLE>

See accompanying notes to consolidated financial statements.


                                     F-3
<PAGE>


<TABLE>
<CAPTION>
                           GEORGETOWN BANCORP, INC. AND SUBSIDIARY

                            CONSOLIDATED STATEMENTS OF OPERATIONS

                             YEARS ENDED JUNE 30, 2009 AND 2008

                                                               2009               2008
                                                        ------------------  -----------------
                                                          (In thousands, except share data)
                                                        ------------------  -----------------
<S>                                                     <C>                 <C>
Interest and dividend income:
  Loans, including fees                                 $            9,725  $          8,202
  Securities                                                           820             1,068
  Short-term investments                                                 6                38
                                                        ------------------  -----------------
    Total interest and dividend income                              10,551             9,308
                                                        ------------------  -----------------

Interest expense:
  Deposits                                                           2,610             2,661
  Securities sold under agreements to repurchase                         2                 7
  Short-term Federal Home Loan Bank advances                           110               380
  Long-term Federal Home Loan Bank advances                          1,987             1,989
                                                        ------------------  -----------------
    Total interest expense                                           4,709             5,037
                                                        ------------------  -----------------

Net interest income                                                  5,842             4,271
Provision for loan losses                                              248               152
                                                        ------------------  -----------------
Net interest income, after provision for loan losses                 5,594             4,119
                                                        ------------------  -----------------

Non-interest income:
  Customer service fees                                                633               612
  Net gain on sale of loans                                            214                 -
  Income from bank-owned life insurance                                  8               249
  Other                                                                 15                37
                                                        ------------------  -----------------
    Total non-interest income                                          870               898
                                                        ------------------  -----------------

Non-interest expenses:
  Salaries and employee benefits                                     3,255             3,571
  Occupancy and equipment expenses                                     776               868
  Data processing expenses                                             378               351
  Professional fees                                                    275               438
  Advertising expenses                                                 215               200
  Other general and administrative expenses                          1,034               813
                                                        ------------------  -----------------
    Total non-interest expenses                                      5,933             6,241
                                                        ------------------  -----------------

Income (loss) before income taxes                                      531            (1,224)

Income tax provision (benefit)                                         181              (546)
                                                        ------------------  -----------------

Net income (loss)                                       $              350  $           (678)
                                                        ==================  =================

Weighted-average number of common shares outstanding:
  Basic and diluted                                              2,584,892         2,594,691

Net income (loss) per share:
  Basic and diluted                                     $             0.14  $          (0.26)
</TABLE>

See accompanying notes to consolidated financial statements.


                                     F-4
<PAGE>

<TABLE>
<CAPTION>


                                             GEORGETOWN BANCORP, INC. AND SUBSIDIARY

                                    CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

                                                YEARS ENDED JUNE 30, 2009 AND 2008


                                                                              Accumulated
                                                   Additional                    Other          Unearned
                                         Common     Paid-in      Retained    Comprehensive    Compensation-    Treasury
                                          Stock     Capital      Earnings    Income (Loss)        ESOP          Stock      Total
                                         -------  ------------  ----------  ---------------  ---------------  ----------  --------
                                                                            (In thousands)
<S>                                      <C>      <C>           <C>         <C>              <C>              <C>         <C>
Balance at June 30, 2007                 $   278  $    11,418   $   7,556   $         (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       11,393       6,878              (19)            (573)     (1,184)   16,773
                                                                                                                          --------

Comprehensive income:
  Net income                                   -            -         350                -                -           -       350
  Net unrealized gain on securities
    available for sale, net of related
    tax effects of $84,000                     -            -           -              155                -           -       155
                                                                                                                          --------
      Total comprehensive income                                                                                              505
                                                                                                                          --------

Common stock held by
  ESOP allocated or
  committed to be allocated
  (8,193 shares)                               -          (43)          -                -               82           -        39
                                         -------  ------------  ----------  ---------------  ---------------  ----------  --------

Balance at June 30, 2009                 $   278  $    11,350   $   7,228   $          136   $         (491)  $  (1,184)  $17,317
                                         -------  ------------  ----------  ---------------  ---------------  ----------  --------
</TABLE>

See accompanying notes to consolidated financial statements.


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

                             CONSOLIDATED STATEMENTS OF CASH FLOWS

                               YEARS ENDED JUNE 30, 2009 AND 2008

                                                                              2009       2008
                                                                            ---------  ---------
                                                                               (In thousands)
<S>                                                                         <C>        <C>
Cash flows from operating activities:
  Net income (loss)                                                         $    350   $   (678)
  Adjustments to reconcile net income (loss) to net cash
    provided (used) by operating activities:
      Provision for loan losses                                                  248        152
      Accretion of securities, net                                               (34)       (32)
      Accretion of deferred loan fees and costs, net                             (31)        (4)
      Depreciation and amortization expense                                      360        454
      (Increase) decrease in accrued interest receivable                         (40)         8
      Income from bank-owned life insurance                                       (8)      (249)
      Deferred tax provision (benefit)                                            71       (557)
      ESOP compensation expense                                                   39         57
      Increase in accrual for supplemental retirement agreement liability        102        612
      Loans originated for sale                                              (12,015)         -
      Loan sale proceeds                                                      11,843          -
      Cash gain on sale of loans                                                 (97)         -
      Net change in other assets and liabilities                                 (95)       221
                                                                            ---------  ---------
        Net cash provided (used) by operating activities                         693        (16)
                                                                            ---------  ---------

Cash flows from investing activities:
  Activity in available-for-sale securities:
    Maturities, prepayments and calls                                          7,447      5,765
    Purchases                                                                 (4,010)    (5,506)
  Maturities, prepayments and calls
    of held-to-maturity securities                                             1,326      1,921
Purchase of Federal Home Loan Bank stock                                        (103)      (103)
Loan principal originations, net                                             (15,133)   (21,398)
Purchase of premises and equipment                                              (114)       (96)
                                                                            ---------  ---------
      Net cash used by investing activities                                  (10,587)   (19,417)
                                                                            ---------  ---------
</TABLE>

                                        (continued)

See accompanying notes to consolidated financial statements.


                                     F-6
<PAGE>
<TABLE>
<CAPTION>
                    GEORGETOWN BANCORP, INC. AND SUBSIDIARY

               CONSOLIDATED STATEMENTS OF CASH FLOWS (CONCLUDED)

                       YEARS ENDED JUNE 30, 2009 AND 2008

                                                         2009       2008
                                                       ---------  ---------
                                                          (In thousands)
<S>                                                    <C>        <C>
Cash flows from financing activities:
  Net change in deposits                                 34,834      8,336
  Net change in securities sold under agreements
    to repurchase                                           (32)      (317)
  Net change in Federal Home Loan Bank advances with
    maturities of  three months or less                 (14,000)     5,150
  Proceeds from Federal Home Loan Bank advances
    with maturities greater than three months            15,500     18,600
  Repayments of Federal Home Loan Bank advances
    with maturities greater than three months           (20,553)   (12,152)
  Net change in mortgagors' escrow accounts                  46         44
  Treasury stock purchased                                    -       (376)
                                                       ---------  ---------
      Net cash provided by financing activities          15,795     19,285
                                                       ---------  ---------

Net change in cash and cash equivalents                   5,901       (148)

Cash and cash equivalents at beginning of year            5,455      5,603
                                                       ---------  ---------

Cash and cash equivalents at end of year               $ 11,356   $  5,455
                                                       =========  =========

Supplementary information:
  Interest paid on deposit accounts                    $  2,615   $  2,678
  Interest paid on borrowings                             2,136      2,393
  Income taxes paid (refunded)                              110        (70)

Other non-cash items:
  Split-dollar life insurance policy transferred to
    bank-owned life insurance                                 -        741
</TABLE>

See accompanying notes to consolidated financial statements.


                                     F-7
<PAGE>
                    GEORGETOWN BANCORP, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                       YEARS ENDED JUNE 30, 2009 AND 2008

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, 2009,
     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.
     Material  estimates that are particularly susceptible to significant change
     in  the  near  term  relate  to the determination of the allowance for loan
     losses  and  the  realizability  of  deferred  tax  assets.

     RECLASSIFICATIONS

     Certain  amounts  in  the  2008  consolidated  financial  statements  have
     been  reclassified  to  conform  to  the  2009  presentation.

     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.

     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. Gains and
     losses  on  sale  of  securities  are  recognized  on  the  trade  date and
     determined  using  the  specific  identification  method.

     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.


                                     F-9
<PAGE>
                    GEORGETOWN BANCORP, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     SECURITIES (CONCLUDED)

     Effective  June  30,  2009,  in  accordance  with  FSP  FAS  115-2  and FAS
     124-2 (see "Recent accounting pronouncements"), if the fair value of a debt
     security  is  less  than  its  amortized cost basis, the full amount of the
     depreciation  is  recognized  as  other-than-temporary  impairment  through
     earnings  if  the  Company  intends  to sell the security or if it is "more
     likely  than  not"  that  the Company will be required to sell the security
     before  recovery  of  its  amortized  costs  basis.  If  neither  of  the
     aforementioned  criteria  are  met,  yet the present value of expected cash
     flows  is  not  sufficient to recover the entire amortized cost basis, this
     credit  loss  is  recognized  as  other-than-temporary  impairment  through
     earnings,  with  the  non-credit  related  portion  of  the unrealized loss
     recognized  in  other  comprehensive  income.  No  other-than-temporary
     impairment  charges have been recorded for the years ended June 30, 2009 or
     2008.

     FEDERAL HOME LOAN BANK STOCK

     The  Bank,  as  a  member  of  the  Federal Home Loan Bank ("FHLB") system,
     is  required  to  maintain  an  investment  in capital stock of the FHLB of
     Boston. Based on redemption provisions of the FHLB, the stock has no quoted
     market value and is carried at cost. In December 2008, as part of a capital
     restoration  initiative, the FHLB of Boston established a moratorium on the
     repurchase  of  excess  stock, and effective February 26, 2009, the FHLB of
     Boston  suspended the payment of dividends. The Bank reviews for impairment
     based  on  the ultimate recoverability of the cost basis in the FHLB stock.
     As  of  June  30,  2009,  no  impairment  has  been  recognized.

     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.

     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.


                                      F-10
<PAGE>
                    GEORGETOWN BANCORP, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     LOANS (CONCLUDED)

     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.

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


                                      F-11
<PAGE>
                    GEORGETOWN BANCORP, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     ALLOWANCE FOR LOAN LOSSES (CONCLUDED)

     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.

     LOANS HELD FOR SALE

     Loans  originated  and  intended  for  sale  in  the  secondary  market are
     carried  at the lower of cost or estimated fair value in the aggregate. Net
     unrealized  losses, if any, are recognized through a valuation allowance by
     charges  to  income.  Fair  value  is  based  on committed secondary market
     prices.

     SERVICING

     The  Company  services  mortgage  loans  for  others.  Mortgage  servicing
     assets  are  recognized  at  fair value, as separate assets when rights are
     acquired  through  purchase or through sale of financial assets. Fair value
     is  based  on  a  valuation  model  that  calculates  the  present value of
     estimated  future  net  servicing  income. Capitalized servicing rights are
     reported  in  other assets and are amortized into loan servicing fee income
     in  proportion  to,  and  over  the  period  of,  the  estimated future net
     servicing  income  of the underlying financial assets. Servicing assets are
     evaluated  for  impairment  based  upon  the  fair  value  of the rights as
     compared  to amortized cost. Impairment is determined by stratifying rights
     by predominant risk characteristics, such as interest rates and terms. Fair
     value  is  determined  using  prices  for  similar  assets  with  similar
     characteristics,  when available, or based upon discounted cash flows using
     market-based  assumptions.  Impairment  is  recognized  through a valuation
     allowance  for an individual stratum, to the extent that fair value is less
     than  the  capitalized  amount  for  the  stratum. Changes in the valuation
     allowance  are  reported  in  loan  servicing  fee  income.

     DERIVATIVE  FINANCIAL  INSTRUMENTS

     Derivative  financial  instruments  are  recognized  as  assets  and
     liabilities  on  the  consolidated balance sheet and measured at fair value
     and  are  immaterial  at  June  30,  2009.


                                      F-12
<PAGE>
                    GEORGETOWN BANCORP, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     DERIVATIVE  FINANCIAL  INSTRUMENTS  (CONCLUDED)

     Derivative  Loan  Commitments
     -----------------------------
     Mortgage  loan  commitments  are  referred  to  as  derivative  loan
     commitments  if  the  loan that will result from exercise of the commitment
     will  be  held for sale upon funding. Loan commitments that are derivatives
     are  recognized  at  fair  value on the consolidated balance sheet in other
     assets  and other liabilities with changes in their fair values recorded in
     other  non-interest income. Fair value is determined using secondary market
     pricing,  including  expected  normal  servicing rights. In estimating fair
     value,  the  Company assigns a probability to a loan commitment based on an
     expectation  that  it  will  be  exercised  and  the  loan  will be funded.

     Forward  Loan  Sale  Commitments
     --------------------------------
     To  protect  against  the  price  risk  inherent  in  derivative  loan
     commitments,  the  Company  utilizes  both  "mandatory  delivery" and "best
     efforts"  forward  loan  sale commitments to mitigate the risk of potential
     decreases in the values of loans that would result from the exercise of the
     derivative loan commitments. Mandatory delivery contracts are accounted for
     as  derivative instruments. Generally, the Company's best efforts contracts
     meet  the  definition  of  derivative  instruments  when  the  loans to the
     underlying borrowers close, and are accounted for as derivative instruments
     at  that time. Accordingly, forward loan sale commitments are recognized at
     fair  value  on  the  consolidated  balance sheet in other assets and other
     liabilities with changes in their fair values recorded in other noninterest
     income.

     The  Company  estimates  the  fair  value  of  its  forward  loan  sales
     commitments  using  a  methodology similar to that used for derivative loan
     commitments.

     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-13
<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. The Company exercises
     significant  judgment in evaluating the amount and timing of recognition of
     the  resulting  tax  assets  and  liabilities.  These  judgments  require
     projections  of future taxable income. These judgments and estimates, which
     are  inherently  subjective,  are  reviewed  periodically as regulatory and
     business factors change. The deferred tax assets are reduced by a valuation
     allowance  when,  in  the opinion of management, it is more likely than not
     that  all  or  some portion of the deferred tax asset will not be realized.

     ADVERTISING COSTS

     Advertising  costs  are  expensed  when  incurred.


                                      F-14
<PAGE>
                    GEORGETOWN BANCORP, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     EMPLOYEE STOCK OWNERSHIP PLAN

     Compensation  expense  for  the  Employee  Stock Ownership Plan ("ESOP") is
     recorded  at an amount equal to the shares committed to be allocated by the
     ESOP  multiplied  by the average fair market value of the shares during the
     period.  The  Company recognizes compensation expense ratably over the year
     based  upon  the  Company's estimate of the number of shares expected to be
     allocated  by  the  ESOP.  Unearned  compensation applicable to the ESOP is
     reflected  as  a  reduction  of  stockholders'  equity  in the consolidated
     balance sheet. The difference between the average fair market value and the
     cost  of  the  shares allocated by the ESOP is recorded as an adjustment to
     additional  paid-in  capital.

     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. Treasury shares and
     unallocated  ESOP  shares are not deemed outstanding for earnings per share
     calculations.  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.

     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  (loss),  are  components of
     comprehensive  income  (loss).


                                      F-15
<PAGE>
                    GEORGETOWN BANCORP, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     RECENT ACCOUNTING PRONOUNCEMENTS

     In  September  2006,  the  Financial  Accounting  Standards  Board ("FASB")
     issued  Statement of Financial Accounting Standards ("SFAS") No. 157, "Fair
     Value  Measurements", which defines fair value, establishes a framework for
     measuring  fair  value  in  accordance  with  generally accepted accounting
     principles, and expands disclosures about fair value measurements. Emphasis
     is  placed  on  fair  value  being  a  market-based  measurement,  not  an
     entity-specific  measurement, and therefore a fair value measurement should
     be  determined  based on the assumptions that market participants would use
     in  pricing the asset or liability. As a basis for considering these market
     participant  assumptions,  a  fair  value hierarchy has been established to
     distinguish  between  (1) market participant assumptions developed based on
     market  data  obtained  from  sources  independent  of the reporting entity
     (observable  inputs)  and  (2) the reporting entity's own assumptions about
     market  participant  assumptions  developed  based  on the best information
     available  in  the circumstances (unobservable inputs). The Company adopted
     this  statement as of July 1, 2008 and the adoption did not have a material
     impact  on  the  consolidated  financial  statements.  See  Note  17.

     In  April  2009,  the  FASB  issued  Staff  Position  No.  FAS  157-4,
     "Determining Fair Value When the Volume and Level of Activity for the Asset
     or Liability Have Significantly Decreased and Identifying Transactions That
     Are  Not  Orderly"  (FSP  FAS  157-4),  which  provides  guidance on how to
     determine  the fair value of assets and liabilities in an environment where
     the  volume  and  level  of  activity  for  the  asset  or  liability  have
     significantly  decreased  and  re-emphasizes  that  the objective of a fair
     value  measurement  remains  an exit price. The Staff Position is effective
     for  periods  ending  after June 15, 2009, with earlier adoption permitted.
     The  adoption  of  FSP  FAS  157-4  did not have an impact on the Company's
     consolidated  financial  statements.


                                      F-16
<PAGE>
                    GEORGETOWN BANCORP, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

     In  April  2009,  the  FASB  issued Staff Position No. FAS 115-2 and 124-2,
     "Recognition and Presentation of Other-Than-Temporary Impairments" (FSP FAS
     115-2  and  124-2),  which  modifies  the  requirements  for  recognizing
     other-than-temporary-impairment  on  debt  securities  and  significantly
     changes  the  impairment model for such securities. Under FSP FAS 115-2 and
     124-2,  a  security  is considered to be other-than-temporarily impaired if
     the  present  value of cash flows expected to be collected is less than the
     security's  amortized  cost  basis, or if the fair value of the security is
     less  than the security's amortized cost basis and the investor intends, or
     more-likely-than-not will be required, to sell the security before recovery
     of  the  security's  amortized cost basis. The Staff Position also modifies
     the  presentation  of  other-than-temporary impairment losses and increases
     related  disclosure  requirements. FSP FAS 115-2 and 124-2 is effective for
     periods  ending after June 15, 2009. The Company adopted the Staff Position
     as  of  June  30,  2009  and  it  did  not have a significant impact on its
     consolidated  financial  statements.

     In  May  2009,  the  FASB  issued  SFAS  No. 165, "Subsequent Events." This
     Statement establishes general standards of accounting for and disclosure of
     events  that  occur  after  the  balance  sheet  date  but before financial
     statements  are  issued  or  are  available  to  be issued. SFAS No. 165 is
     effective  for  interim  or  annual financial periods ending after June 15,
     2009.  See  Note  19.

     In  June  2009,  the  FASB  issued  SFAS No. 166, "Accounting for Transfers
     of  Financial  Assets".  This  Statement  improves  the  relevance  and
     comparability  of  the  information that a reporting entity provides in its
     financial  reports  about  a transfer of financial assets; the effects of a
     transfer  on its financial position, financial performance, and cash flows;
     and  a transferor's continuing involvement in transferred financial assets.
     This  Statement is effective as of the beginning of each reporting entity's
     first  annual  reporting  period  that  begins after November 15, 2009, for
     interim  periods  within that first annual reporting period and for interim
     and annual reporting periods thereafter. Earlier application is prohibited.
     The  adoption  of SFAS No. 166 is not expected to have a material impact on
     the  Company's  consolidated  financial  statements.

     In  June  2009,  the  FASB  issued  SFAS  No.  167,  "Amendments  to  FASB
     Interpretation  No.  46(R)".  This Statement amends certain requirements of
     FASB  Interpretation  No.  46  (revised  December  2003), "Consolidation of
     Variable  Interest Entities", to improve financial reporting by enterprises
     involved  with  variable interest entities and to provide more relevant and
     reliable  information  to  users of financial statements. This Statement is
     effective  as  of  the  beginning  of  each reporting entity's first annual
     reporting  period  that begins after November 15, 2009, for interim periods
     within  that  first  annual  reporting  period,  and for interim and annual
     reporting  periods  thereafter.  Earlier  application  is  prohibited.  The
     adoption  of  SFAS No. 167 is not expected to have a material impact on the
     Company's  consolidated  financial  statements.


                                      F-17
<PAGE>
                    GEORGETOWN BANCORP, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONCLUDED)

     RECENT ACCOUNTING PRONOUNCEMENTS (CONCLUDED)

     In  June  2009,  the  FASB  approved  the  FASB  Accounting  Standards
     Codification  (Codification)  as  the  single  source  of  authoritative
     nongovernmental  U.S. Generally Accepted Accounting Principles (U.S. GAAP).
     The  Codification  does  not  change  current  U.S. GAAP but is intended to
     simplify  user  access  to all authoritative U.S. GAAP by providing all the
     authoritative  literature  related  to a particular topic in one place. All
     existing  accounting  standard  documents  will be superseded and all other
     accounting  literature  not included in the Codification will be considered
     nonauthoritative.  The  Codification  is  effective  for interim and annual
     periods  ending after September 15, 2009. The Codification is effective for
     the  Company during its interim period ending September 30, 2009 and is not
     expected  to  have  an  impact  on  its  financial  condition or results of
     operations.

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, 2009 and 2008, these reserve balances
     amounted  to  $636,000  and  $1,196,000,  respectively.

4.   SHORT-TERM INVESTMENTS

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

<TABLE>
<CAPTION>
                                At June 30,
                            ------------------
                              2009      2008
                            --------  --------
                              (In thousands)
<S>                         <C>       <C>
FHLB Ideal Way              $    154  $     16
FHLB overnight funds               -     2,185
Federal funds sold             7,846       709
Shay Asset Management Fund         1        13
                            --------  --------
                            $  8,001  $  2,923
                            ========  ========
</TABLE>


                                      F-18
<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
                               -----------  -----------  ------------  -----------
                                                 (In thousands)
<S>                            <C>          <C>          <C>           <C>
AT JUNE 30, 2009
-----------------------------

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

  Government-sponsored
    enterprise obligations     $     1,500  $         -  $        (2)  $     1,498
  Residential mortgage-backed
    securities                       7,819          216           (5)        8,030
                               -----------  -----------  ------------  -----------

      Total securities
        available for sale     $     9,319  $       216  $        (7)  $     9,528
                               ===========  ===========  ============  ===========

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

  Residential mortgage-backed
    securities                 $     4,959  $       142  $         -   $     5,101
                               ===========  ===========  ============  ===========


AT JUNE 30, 2008
-----------------------------

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

  Government-sponsored
    enterprise obligations     $     4,500  $         2  $       (11)  $     4,491
  Residential mortgage-backed
    securities                       8,233           13          (34)        8,212
                               -----------  -----------  ------------  -----------

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

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

  Residential mortgage-backed
    securities                 $     6,274  $        35  $       (73)  $     6,236
                               ===========  ===========  ============  ===========
</TABLE>

     All  residential  mortgage-backed  securities  have  been  issued  by
     government-sponsored  enterprises.


                                      F-19
<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, 2009 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.

<TABLE>
<CAPTION>
                               Available for Sale        Held to Maturity
                             ----------------------  -----------------------
                             Amortized      Fair      Amortized      Fair
                                Cost       Value        Cost        Value
                             ----------  ----------  -----------  ----------
                                            (In thousands)
<S>                          <C>         <C>         <C>          <C>
After 1 year through
  5 years                    $    1,500  $    1,498  $         -  $        -
                             ----------  ----------  -----------  ----------
                                  1,500       1,498            -           -
Residential mortgage-backed
  securities                      7,819       8,030        4,959       5,101
                             ----------  ----------  -----------  ----------

                             $    9,319  $    9,528  $     4,959  $    5,101
                             ==========  ==========  ===========  ==========
</TABLE>

     There  were  no  sales  of  securities  for  the  years ended June 30, 2009
     and  2008. Certain securities are pledged as collateral for securities sold
     under  agreements  to repurchase and for FHLB advances. See Notes 9 and 10.


                                      F-20
<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
                                  ---------------  --------------  -------------  --------------
                                                          (In thousands)
<S>                               <C>              <C>             <C>            <C>

AT JUNE 30, 2009:
--------------------------------

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

  Government-sponsored
    enterprise obligations        $             2  $        1,498  $           -  $            -
  Residential mortgage-backed
    securities                                  5           1,455              -               -
                                  ---------------  --------------  -------------  --------------
      Total temporarily impaired
        securities                $             7  $        2,953  $           -  $            -
                                  ===============  ==============  =============  ==============
</TABLE>


                                      F-21
<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, 2008:
---------------------------------

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

  Government-sponsored
    enterprise obligations         $         11  $       1,488  $           -  $            -
  Residential mortgage-backed
    securities                               34          5,581              -               -
                                   ------------  -------------  -------------  --------------
      Total securities available
        for sale                             45          7,069              -               -
                                   ------------  -------------  -------------  --------------

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

  Residential mortgage-backed
    securities                               73          4,246              -               -
                                   ------------  -------------  -------------  --------------
      Total securities held
        to maturity                          73          4,246              -               -
                                   ------------  -------------  -------------  --------------

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

     At  June  30,  2009,  three  securities  classified  as  available-for-sale
     have  unrealized  losses  with  aggregate  depreciation  of  0.24% from the
     Company's  amortized cost basis, which management believes to be temporary.


                                      F-22
<PAGE>
                    GEORGETOWN BANCORP, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

6.   LOANS AND SERVICING

     LOANS

     A  summary  of  loans  is  as  follows:

<TABLE>
<CAPTION>
                                              At June 30,
                                         ---------------------
                                            2009       2008
                                         ----------  ---------
                                            (In thousands)
<S>                                      <C>         <C>
Mortgage loans on real estate:
  One-to-four family residential         $  82,140   $ 88,992
  Multi-family and commercial               35,036     22,934
  Construction                              22,665     20,386
  Home equity loans and lines of credit     16,592     11,565
                                         ----------  ---------
      Total mortgage loans                 156,433    143,877
                                         ----------  ---------

Other loans:
  Consumer                                     328        486
  Commercial                                 8,389      5,607
                                         ----------  ---------
      Total other loans                      8,717      6,093
                                         ----------  ---------

      Total loans                          165,150    149,970
Allowance for loan losses                   (1,455)    (1,212)
Net deferred loan costs                        130        151
                                         ----------  ---------

      Loans, net                         $ 163,825   $148,909
                                         ==========  =========
</TABLE>

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

<TABLE>
<CAPTION>
                                 Years Ended June 30,
                              --------------------------
                                  2009          2008
                              ------------  ------------
                                    (In thousands)
<S>                           <C>           <C>
Balance at beginning of year  $     1,212   $     1,079
Provision for loan losses             248           152
Recoveries                             10            41
Charge-offs                           (15)          (60)
                              ------------  ------------

Balance at end of year        $     1,455   $     1,212
                              ============  ============
</TABLE>


                                      F-23
<PAGE>
                    GEORGETOWN BANCORP, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

     LOANS  AND  SERVICING  (CONTINUED)

     LOANS  (CONCLUDED)

     The  following  is  a  summary  of  information  pertaining to impaired and
     non-accrual  loans:

<TABLE>
<CAPTION>
                                                                 At June 30,
                                                             -------------------
                                                               2009       2008
                                                             ---------  --------
                                                               (In thousands)
<S>                                                          <C>        <C>
Impaired loans without a valuation allowance                 $     282  $  1,339

Impaired loans with a valuation allowance                          455        47
                                                             ---------  --------

Total impaired loans                                         $     737  $  1,386
                                                             =========  ========

Valuation allowance related to impaired loans                $      98  $     47
                                                             =========  ========

Total non-accrual loans                                      $     737  $  1,167
                                                             =========  ========

Total loans past due ninety days or more and still accruing  $       -  $      -
                                                             =========  ========
</TABLE>

<TABLE>
<CAPTION>
                                                Years Ended June 30,
                                              -----------------------
                                                 2009         2008
                                              ----------  -----------
                                                   (In thousands)
<S>                                           <C>         <C>
Average investment in impaired loans          $      650  $     1,708
                                              ==========  ===========

Interest income recognized on impaired loans  $       14  $        78
                                              ==========  ===========

Interest income recognized on a cash basis
  on impaired loans                           $       13  $         2
                                              ==========  ===========
</TABLE>

     No  additional  funds  are  committed  to  be  advanced  in connection with
     impaired  loans.


                                      F-24
<PAGE>
                    GEORGETOWN BANCORP, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

     LOANS  AND  SERVICING  (CONCLUDED)

     LOANS  SERVICED  FOR  OTHERS  AND  MORTGAGE  SERVICING  RIGHTS

     Mortgage  loans  serviced  for  others  are  not  included  in  the
     accompanying  consolidated balance sheets. The unpaid principal balances of
     mortgage  loans  serviced  for others were $12,038,000 and $378,000 at June
     30,  2009  and  2008,  respectively.

     The  mortgage  servicing  rights  capitalized  during  the  year ended June
     30,  2009 totaled $117,000. Amortization of the servicing rights during the
     year  totaled  $1,000, resulting in a balance of $116,000 at June 30, 2009.
     The  risks  inherent  in  the mortgage servicing assets relate primarily to
     changes  in prepayments that result from shifts in mortgage interest rates.
     The  fair  value  of servicing rights was $119,000 at June 30, 2009 and was
     determined  using  the  quarterly  average 10-year, U.S. Treasury rate plus
     5.0%,  adjusted to reflect the current credit spreads and conditions in the
     market  as  a  discount rate. Prepayment assumptions, which are impacted by
     loan  rates  and terms, are calculated using a moving average of prepayment
     data  published  by  the  Public  Securities  Association.

7.   PREMISES AND EQUIPMENT

     A  summary  of  premises  and  equipment  is  as  follows:

<TABLE>
<CAPTION>
                                    At June 30,       Estimated
                               --------------------
                                  2009       2008    Useful Lives
                               ----------  --------  ------------
                                  (In thousands)
<S>                            <C>         <C>       <C>
Premises:
  Land                         $     279   $   279
  Buildings and improvements       4,738     4,738   5 - 40 years
Equipment                          2,103     1,989   3 - 7 years
                               ----------  --------
                                   7,120     7,006

Less accumulated depreciation
  and amortization                (2,908)   (2,548)
                               ----------  --------

                               $   4,212   $ 4,458
                               ==========  ========
</TABLE>

     Depreciation  and  amortization  expense  for  the  years  ended  June  30,
     2009  and  2008  amounted  to  $360,000  and  $454,000,  respectively.


                                      F-25
<PAGE>
                    GEORGETOWN BANCORP, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

8.   DEPOSITS

     A  summary  of  deposit  balances  is  as  follows:

<TABLE>
<CAPTION>
                                            At June 30,
                                       --------------------
                                         2009       2008
                                       ---------  ---------
                                          (In thousands)
<S>                                    <C>        <C>
Demand                                 $  15,727  $  14,501
NOW                                       11,909     10,057
Money market deposits                     45,949     33,524
Regular and other savings                 11,041     10,498
                                       ---------  ---------
    Total non-certificate accounts        84,626     68,580
                                       ---------  ---------

Term certificates less than $100,000      30,962     21,896
Term certificates of $100,000 or more     25,538     15,816
                                       ---------  ---------
    Total certificate accounts            56,500     37,712
                                       ---------  ---------

    Total deposits                     $ 141,126  $ 106,292
                                       =========  =========
</TABLE>

     A  summary  of  certificate  accounts  by  maturity  at  June  30, 2009 and
     2008  is  as  follows:

<TABLE>
<CAPTION>
                      2009                  2008
             --------------------  --------------------
                        Weighted             Weighted
Year Ending             Average               Average
June 30,      Amount      Rate      Amount     Rate
-----------  --------  ----------  --------  ----------
                      (Dollars in thousands)
<S>          <C>       <C>         <C>       <C>
2009         $      -       -   %  $ 18,647      3.92%
2010           35,593       3.35     15,673      3.36
2011            4,923       3.23      2,027      4.54
2012           13,298       3.62        756      4.23
2013              732       3.04        609      3.10
2014            1,954       2.90          -         -
             --------              --------
             $ 56,500       3.39%  $ 37,712      3.72%
             ========              ========
</TABLE>

     There  were  $1,102,000  of  brokered  certificate  accounts  at  June  30,
     2009  and  no  brokered  certificate  accounts  at  June  30,  2008.


                                      F-26
<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 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. Information concerning securities sold under agreements to
     repurchase  is  summarized  as  follows:

<TABLE>
<CAPTION>
                                                               At or for the
                                                            Years Ended June 30,
                                                        ----------------------------
                                                            2009           2008
                                                        -------------  -------------
                                                            (Dollars in thousands)

<S>                                                     <C>            <C>
Balance at year-end                                     $        520   $        552
Average balance during the year                                  514            764
Maximum month-end balance during the year                        838            965
Weighted average rate at end of year                            0.50%          0.50%
Average interest rate during the year                           0.50%          0.86%

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

    Carrying value                                      $      1,000   $      2,000
    Estimated fair value                                         999          2,002
</TABLE>

10.  FEDERAL HOME LOAN BANK ADVANCES

     At  June  30,  2009,  all  FHLB of Boston advances are secured by a blanket
     security  agreement  on  qualified  collateral;  principally first mortgage
     loans  on owner-occupied residential property in the amount of $68,496,000,
     government-sponsored  enterprise  obligations with a fair value of $499,000
     and  mortgage-backed  securities  with  a  fair  value  of  $13,096,000.

     SHORT-TERM FHLB ADVANCES

     Short-term  FHLB  advances  consist  of  advances  maturing within one year
     at  a  weighted  average  rate  of  2.30%  at  June 30, 2008. There were no
     short-term  advances  as  of  June  30,  2009.

     The  Company  also  has  a  $2,000,000  line-of-credit with the FHLB. There
     were  no  amounts  outstanding  at  June  30,  2009  and  2008.


                                      F-27
<PAGE>
                    GEORGETOWN BANCORP, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

     FEDERAL HOME LOAN BANK ADVANCES (CONCLUDED)

     LONG-TERM FHLB ADVANCES

     At  June  30,  2009  and  2008,  long-term, fixed-rate FHLB advances are as
     follows:

<TABLE>
<CAPTION>
                               2009                2008
                         ------------------  ------------------
Fixed Maturity:                   Weighted            Weighted
  Year Ending                      Average             Average
    June 30,             Amount     Rate     Amount     Rate
-----------------------  -------  ---------  -------  ---------
                                (Dollars in thousands)

<S>                      <C>      <C>        <C>      <C>
     2009                $     -        - %  $16,500      4.48%
     2010                  9,000      4.90     9,000      4.90
     2011*                12,500      4.29     8,000      4.66
     2012                  4,000      4.73     3,000      5.04
     2013*                 6,500      3.46     5,500      3.40
     2014*                 4,000      3.47       500      3.71
  Thereafter*              4,100      3.68     2,600      3.64
                         -------             -------
                          40,100      4.19    45,100      4.44

Amortizing advance,
  due March 5, 2012,
  requiring monthly
  principal and interest
  of $5,300                  168      4.90       221      4.90
                         -------             -------

                         $40,268      4.19%  $45,321      4.45%
                         =======             =======
</TABLE>

*    At June  30, 2009, includes advances callable by the FHLB prior to maturity
     aggregating  $10,600,000  with  a  weighted  average  rate  of  3.65%.


                                      F-28
<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:

<TABLE>
<CAPTION>
                                       Years Ended June 30,
                                     -------------------------
                                        2009          2008
                                     -----------  ------------
                                          (In thousands)
<S>                                  <C>          <C>
Current tax provision:
  Federal                            $        88  $         -
  State                                       22           11
                                     -----------  ------------
                                             110           11
                                     -----------  ------------
Deferred tax provision (benefit):
  Federal                                     71         (466)
  State                                        -          (91)
                                     -----------  ------------
                                              71         (557)
                                     -----------  ------------

      Total tax provision (benefit)  $       181  $      (546)
                                     ===========  ============
</TABLE>

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

<TABLE>
<CAPTION>
                                             Years Ended June 30,
                                           ------------------------
                                              2009         2008
                                           ----------  ------------
<S>                                        <C>         <C>
Statutory rate                                  34.0%       (34.0)%
Increase (decrease) resulting from:
  State taxes, net of federal tax benefit        2.7          (4.3)
  Bank-owned life insurance                        -          (6.7)
  Stock compensation plans                      (2.8)         (0.5)
  Other, net                                     0.2           0.9
                                           ----------  ------------

Effective tax rates                             34.1%       (44.6)%
                                           ==========  ============
</TABLE>


                                      F-29
<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, 2009 and
     2008,  included  in  other  assets,  are  as  follows:

<TABLE>
<CAPTION>
                             2009       2008
                           ---------  --------
                              (In thousands)
<S>                        <C>        <C>
Deferred tax liabilities:
  Federal                  $    413   $   323
  State                          86        92
                           ---------  --------
                                499       415
                           ---------  --------
Deferred tax assets:
  Federal                      (827)     (888)
  State                        (211)     (221)
                           ---------  --------
                             (1,038)   (1,109)
                           ---------  --------

Net deferred tax asset     $   (539)  $  (694)
                           =========  ========
</TABLE>

     At  June  30,  2009  and  2008,  the  tax  effects  of each item that gives
     rise  to  deferred  taxes  are  as  follows:

<TABLE>
<CAPTION>
                                            2009       2008
                                          ---------  --------
                                             (In thousands)
<S>                                       <C>        <C>
Cash basis of accounting                  $   (328)  $  (324)
Net unrealized gain (loss) on securities
  available for sale                            73       (11)
Depreciation and amortization                  371       350
Allowance for loan losses                     (581)     (496)
Net operating loss carryover                     -      (201)
Alternative minimum tax credit                 (52)        -
Other, net                                     (22)      (12)
                                          ---------  --------

Net deferred tax asset                    $   (539)  $  (694)
                                          =========  ========
</TABLE>

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

<TABLE>
<CAPTION>
                                             Years Ended June 30,
                                          --------------------------
                                              2009          2008
                                          ------------  ------------
                                                (In thousands)
<S>                                       <C>           <C>
Balance at beginning of year              $      (694)  $      (230)
Deferred tax provision (benefit)                   71          (557)
Deferred tax effects of net unrealized
  gain on securities available for sale            84            93
                                          ------------  ------------

Balance at end of year                    $      (539)  $      (694)
                                          ============  ============
</TABLE>


                                      F-30
<PAGE>
                    GEORGETOWN BANCORP, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

     INCOME TAXES (CONCLUDED)

     At  June  30,  2009,  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.

     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 $289,000 has not been
     provided.

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,  2009  and  2008,  that  the  Bank  meets  all  capital  adequacy
     requirements  to  which  it  is  subject.


                                      F-31
<PAGE>
                    GEORGETOWN BANCORP, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

     MINIMUM REGULATORY CAPITAL REQUIREMENTS (CONTINUED)

     As  of  June  30,  2009,  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, 2009 and 2008 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
                                        -------  ------  -------  ------  -----------  ----------
<S>                                     <C>      <C>     <C>      <C>     <C>          <C>
                                                       (Dollars in thousands)
AT JUNE 30, 2009:

Total Capital to Risk Weighted Assets   $16,906   11.3%  $12,015    8.0%  $    15,018       10.0%

Tier 1 Capital to Risk Weighted Assets   15,551   10.4     6,007    4.0         9,011        6.0

Tier 1 Capital to Average Assets         15,551    8.0     7,779    4.0         9,724        5.0

Tangible Capital to Tangible Assets      15,551    7.7     3,016    1.5           N/A        N/A

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
</TABLE>


                                      F-32
<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.

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


                                      F-33
<PAGE>
                    GEORGETOWN BANCORP, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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  75%  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, 2009 and 2008, expense attributable to the plan
     amounted  to  $96,000  and  $82,000,  respectively.

     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 years ended June 30, 2009 and 2008
     amounted  to  $97,000  and  $100,000,  respectively.

     EXECUTIVE SUPPLEMENTAL RETIREMENT AGREEMENTS

     The  Company  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. The excess of the
     cash  surrender  value  of the policies received over the premiums paid was
     included in income from bank-owned life insurance. For the years ended June
     30,  2009  and  2008,  compensation  expense applicable to these agreements
     amounted  to  $102,000  and  $612,000,  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.


                                      F-34
<PAGE>
                    GEORGETOWN BANCORP, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

     EMPLOYEE STOCK OWNERSHIP PLAN (CONCLUDED)

     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.  At  June  30, 2009, the loan has six 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 the respective year. The loan documents
     provide  that the loan may be repaid over a shorter period, without penalty
     for  prepayments.

     The  remaining  principal  balance  on  the  ESOP debt at June 30, 2009, is
     payable  as  follows:

<TABLE>
<CAPTION>
Years Ending
  June 30,        Amount
------------  ---------------
              (In thousands)
<S>           <C>
   2010       $            71
   2011                    76
   2012                    83
   2013                    89
   2014                    97
Thereafter                157
              ---------------

              $           573
              ===============
</TABLE>

     The  Bank  has  committed  to  make contributions to the ESOP sufficient to
     support  the  debt  service  of the loan. The loan is 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 $39,000 and $57,000 for the years ended June 30, 2009
     and  2008,  respectively.

     Shares  held  by  the  ESOP  at  June  30,  2009  and  2008 are as follows:

<TABLE>
<CAPTION>
                            2009      2008
                           ------    ------
<S>                        <C>       <C>
Allocated                  46,807    38,614
Committed to be allocated   4,096     4,096
Unallocated                49,078    57,271
                           ------    ------

                           99,981    99,981
                           ======    ======
</TABLE>

     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, 2009 and 2008 is $196,000 and $324,000,
     respectively.  No  dividends  have  been  paid  to  date  by  the  Company.


                                      F-35
<PAGE>
                    GEORGETOWN BANCORP, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

15.  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,
     2009  and  2008,  financial  instruments  whose  contract amounts represent
     credit  risk  consist  of  the  following:

<TABLE>
<CAPTION>
                                                    2009      2008
                                                  --------  --------
                                                    (In thousands)
<S>                                               <C>       <C>
Commitments to grant loans                        $  6,762  $  4,911
Unadvanced funds on home equity lines of credit     11,731    10,822
Unadvanced funds on commercial lines of credit       2,989     3,158
Unadvanced funds on construction loans               5,691     5,658
Unadvanced funds on other unsecured personal
  lines of credit                                      512       501
Unadvanced funds on commercial real estate loans         -       298
</TABLE>

     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-36
<PAGE>
                    GEORGETOWN BANCORP, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

     COMMITMENTS AND CONTINGENCIES (CONCLUDED)

     LEASE COMMITMENTS

     Pursuant  to  the  terms  of  noncancelable  lease  agreements in effect at
     June  30,  2009,  pertaining  to  branch  facilities, future minimum rental
     payments  are  as  follows:

<TABLE>
<CAPTION>
Years Ending
  June 30,       Payments
------------  ---------------
              (In thousands)
<S>           <C>
   2010       $           157
   2011                   167
   2012                   173
   2013                   173
   2014                   171
Thereafter              1,455
              ---------------

              $         2,296
              ===============
</TABLE>

     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  $165,000  and  $161,000  for the years ended
     June  30,  2009  and  2008,  respectively.

     EMPLOYMENT AGREEMENTS

     The  Bank  has  entered  into  employment  agreements  with  its  Chief
     Executive  Officer  and  Chief  Financial  Officer,  with  initial terms of
     thirty-six  months,  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 with an
     initial  term  of  twelve  months,  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-37
<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:

<TABLE>
<CAPTION>
                                  Years Ended June 30,
                               --------------------------
                                   2009          2008
                               ------------  ------------
                                     (In thousands)

<S>                            <C>           <C>
Beginning balance              $     4,769   $     2,915
Originations                           160         2,649
Payments and change in status         (170)         (795)
                               ------------  ------------

Ending balance                 $     4,759   $     4,769
                               ============  ============
</TABLE>

17.  FAIR VALUE OF ASSETS AND LIABILITIES

     Effective  July  1,  2008,  the  Company  adopted  FASB  Statement  No. 157
     (SFAS  No.  157),  Fair  Value Measurements, which provides a framework for
     measuring  fair  value  under  generally  accepted  accounting  principles.

     The  Company  uses  fair  value  measurements  to  record  fair  value
     adjustments  to certain assets and liabilities and to determine their value
     disclosures.  In  accordance  with  SFAS  No.  157  and  related FASB staff
     positions, the fair value of a financial instrument is the price that would
     be  received to sell an asset or paid to transfer a liability in an orderly
     transaction between market participants at the measurement date. 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
     evaluation  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.

     FAIR  VALUE  HIERARCHY

     In  accordance  with  SFAS  No.  157,  the  Company  groups  its  financial
     assets  and  financial  liabilities measured at fair value in three levels,
     based on the markets in which the assets and liabilities are traded and the
     reliability  of  the  assumptions  used to determine fair value as follows:

     Level  l  -  Valuation  is  based  on  quoted  prices in active markets for
     --------
     identical  assets  or liabilities. Level l assets and liabilities generally
     include  debt  and  equity securities that are traded in an active exchange
     market.  At  June 30, 2009, the Company had no assets or liabilities valued
     using  Level  1  measurements.


                                      F-38
<PAGE>
                    GEORGETOWN BANCORP, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

     FAIR VALUE OF ASSETS AND LIABILITIES (CONTINUED)

     FAIR  VALUE  HIERARCHY  (CONCLUDED)

     Level  2  -  Valuation  is  based  on  observable inputs other than Level l
     --------
     prices,  such  as  quoted  prices for similar assets or liabilities; quoted
     prices  in markets that are not active; or other inputs that are observable
     or can be corroborated by observable market data for substantially the full
     term  of  the  assets  or  liabilities.  For  example,  Level  2 assets and
     liabilities  may include debt securities with quoted prices that are traded
     less frequently than exchange-traded instruments or mortgage loans held for
     sale,  for  which the fair value is based on what the securitization market
     is  currently  offering  for  mortgage  loans with similar characteristics.

     Level  3  -  Valuation  is  based on unobservable inputs that are supported
     --------
     by  little or no market activity and that are significant to the fair value
     of  the  assets  or  liabilities.  Leve1  3  assets and liabilities include
     financial  instruments  whose  value  is  determined  using pricing models,
     discounted  cash  flow  methodologies,  or  similar  techniques, as well as
     instruments  for which the determination of fair value requires significant
     management judgment or estimation. This category generally includes certain
     impaired  loans  and  residential  mortgage  servicing  rights.

     ASSETS  AND  LIABILITIES  MEASURED  AT  FAIR  VALUE  ON  A  RECURRING BASIS

     Assets  measured  at  fair  value  on  a  recurring  basis at June 30, 2009
     are  summarized below. There are no liabilities measured at fair value on a
     recurring  basis.

<TABLE>
<CAPTION>
                                                                  Total
                                                                 Assets
                               Level 1   Level 2   Level 3    at Fair Value
                               --------  --------  --------  ---------------
                                            (In thousands)
<S>                            <C>       <C>       <C>       <C>
Securities available for sale  $      -  $  9,528  $      -  $         9,528
                               ========  ========  ========  ===============
</TABLE>


                                      F-39
<PAGE>
                    GEORGETOWN BANCORP, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

     FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)

     ASSETS  AND  LIABILITIES  MEASURED  AT  FAIR VALUE ON A NON-RECURRING BASIS

     The  Company  may  also  be  required,  from  time  to  time,  to  measure
     certain  other  financial assets on a nonrecurring basis in accordance with
     generally  accepted  accounting principles. These adjustments to fair value
     usually  result  from  application of lower-of-cost-or-market accounting or
     write-downs of individual assets. There are no liabilities measured at fair
     value  on  a  non-recurring  basis  at  June  30, 2009. The following table
     summarizes  the  fair value hierarchy used to determine each adjustment and
     the  carrying  value  of the related individual assets as of June 30, 2009.

<TABLE>
<CAPTION>
                                                Year Ended
                                               June 30, 2009
                                                Fair Value
                Level 1   Level 2   Level 3     Adjustments
                --------  --------  --------  ---------------
                             (In thousands)
<S>             <C>       <C>       <C>       <C>
Impaired loans  $      -  $      -  $    357  $          (51)
                ========  ========  ========  ===============
</TABLE>

     Losses  applicable  to  write-downs  of  impaired  loans  are  based on the
     appraised  value  of  the  underlying  collateral  considering  discounting
     factors,  if  deemed  appropriate, and as adjusted for selling costs. These
     appraised  values  may  be  discounted  based  on  management's  historical
     knowledge,  expertise  or  changes  in  market  conditions  from  time  of
     valuation.

     SUMMARY  OF  FAIR  VALUES  OF  FINANCIAL  INSTRUMENTS

     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.


                                      F-40
<PAGE>
                    GEORGETOWN BANCORP, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

     FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)

     SUMMARY OF FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED)

     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  the  Company's  debt  securities  are
          based  on  pricing models that consider standard input factors such as
          observable  market data, benchmark yields, interest rate volatilities,
          broker/dealer  quotes,  credit  spreads  and  new  issue  data.

          Federal  Home  Loan  Bankstock:  Fair  value  is  based  on redemption
          provisions  of the FHLB of Boston. The FHLB stock has no quoted market
          value.

          Loans  held  for  sale:  Fair  value  is  based on committed secondary
          market  prices.

          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 market interest rates currently
          being  offered  for  loans  with similar terms to borrowers of similar
          credit  quality.  Fair  values  for impaired loans are estimated using
          discounted  cash  flow analyses or underlying collateral values, where
          applicable.

          Capitalized  mortgage  servicing  rights:  Fair  value  is  based on a
          quarterly,  third-party  valuation  model  that calculates the present
          value  of  estimated future net servicing income. The model utilizes a
          variety  of  assumptions,  the  most  significant  of  which  are loan
          prepayment  assumptions  and the discount rate used to discount future
          cash  flows.  Prepayment assumptions, which are impacted by loan rates
          and  terms,  are  calculated using a moving average of prepayment data
          published by the Public Securities Association and modeled against the
          serviced  loan  portfolio by the third party valuation specialist. The
          discount  rate  is  the  quarterly average 10-year, U.S. Treasury rate
          plus  5.0%  and  adjusted  to  reflect  the current credit spreads and
          conditions in the market. Other assumptions include delinquency rates,
          foreclosure  rates,  servicing  cost  inflation,  and annual unit loan
          cost.  All  assumptions  are  adjusted periodically to reflect current
          circumstances.


                                      F-41
<PAGE>
                    GEORGETOWN BANCORP, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

     FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)

     SUMMARY OF FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED)

          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  market 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  fair  value  of  short-term  FHLB
          advances approximate carrying value, as they generally immature within
          90  days.

          Long-term  FHLB  advances:  The  fair  value  for  long-term  FHLB
          advances  is  estimated  using  discounted cash flow analyses based on
          current  market  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,  2009 and 2008, the fair value of commitments
          outstanding  is  not  significant since fees charged are not material.


                                      F-42
<PAGE>
                    GEORGETOWN BANCORP, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

          FAIR VALUE OF FINANCIAL INSTRUMENTS (CONCLUDED)

      SUMMARY OF FAIR VALUES 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,
                                         -----------------------------------------
                                                 2009                 2008
                                         -------------------  --------------------
                                         Carrying     Fair    Carrying     Fair
                                          Amount     Value     Amount      Value
                                         ---------  --------  ---------  ---------
                                                       (In thousands)
<S>                                      <C>        <C>       <C>        <C>
Financial assets:
  Cash and cash equivalents              $  11,356  $ 11,356  $   5,455  $   5,455
  Securities available for sale              9,528     9,528     12,703     12,703
  Securities held to maturity                4,959     5,101      6,274      6,236
  FHLB stock                                 3,111     3,111      3,008      3,008
  Loans held for sale                          269       274          -          -
  Loans, net                               163,825   163,345    148,909    146,714
  Accrued interest receivable                  714       714        674        674
  Capitalized mortgage servicing rights        116       119          -          -

Financial liabilities:
  Deposits                                 141,126   143,018    106,292    107,466
  Securities sold under agreements
    to repurchase                              520       520        552        552
  Short-term FHLB advances                       -         -     14,000     14,000
  Long-term FHLB advances                   40,268    40,967     45,321     45,513
  Accrued interest payable                     148       148        186        186
</TABLE>


                                      F-43
<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:

<TABLE>
<CAPTION>
                                 BALANCE SHEETS
                                                      At June 30,
                                                  ------------------
                                                    2009      2008
                                                  --------  --------
                                                    (In thousands)
<S>                                               <C>       <C>
                   ASSETS

Non-interest bearing deposit in the Bank          $  1,083  $  1,772
Loan to the Bank ESOP                                  573       638
Investment in subsidiary                            15,687    14,393
Other assets                                             1         1
                                                  --------  --------

      Total assets                                $ 17,344  $ 16,804
                                                  ========  ========

    LIABILITIES AND STOCKHOLDERS' EQUITY

Other liabilities                                 $     27  $     31
Stockholders' equity                                17,317    16,773
                                                  --------  --------

      Total liabilities and stockholders' equity  $ 17,344  $ 16,804
                                                  ========  ========
</TABLE>

     The  condensed  statements  of  operations  of  the  parent  company are as
     follows:

                            STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                             Years Ended June 30,
                                                          -------------------------
                                                             2009         2008
                                                          ----------  -------------
                                                               (In thousands)
<S>                                                       <C>         <C>
Interest income -ESOP loan                                $       51  $         56
Non-interest expense                                              51            39
                                                          ----------  -------------
Income before income taxes and equity in undistributed
  net income (loss) of the Bank                                    -            17
Applicable income tax provision                                    -             7
                                                          ----------  -------------

Income before equity in undistributed net income (loss)
  of subsidiary                                                    -            10

Equity in undistributed net income (loss) of subsidiary          350          (688)
                                                          ----------  -------------

  Net income (loss)                                       $      350  $       (678)
                                                          ==========  =============
</TABLE>


                                      F-44
<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,
                                                              --------------------------
                                                                 2009          2008
                                                              -----------  -------------
                                                                    (In thousands)
<S>                                                           <C>          <C>
Cash flows from operating activities:
  Net income (loss)                                           $      350   $       (678)
    Adjustments to reconcile net income (loss) to net cash
      provided by operating activities:
        Repayment of ESOP loan                                        65             61
        Equity in undistributed (income) loss of subsidiary         (350)           688
        Other, net                                                    (4)             3
                                                              -----------  -------------
          Net cash provided by operating activities                   61             74
                                                              -----------  -------------

Cash flows from investing activities:
  Capital contribution to the Bank                                  (750)             -
                                                              -----------  -------------
          Net cash used by investing activities                     (750)             -
                                                              -----------  -------------

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

Net change in cash and cash equivalents                             (689)          (302)

Cash and cash equivalents at beginning of year                     1,772          2,074
                                                              -----------  -------------

Cash and cash equivalents at end of year                      $    1,083   $      1,772
                                                              ===========  =============
</TABLE>

19.     SUBSEQUENT EVENTS

Management  has evaluated subsequent events through September 18, 2009, which is
the  date  the  financial  statements were available to be issued. There were no
subsequent  events  that require adjustment to or disclosure in the consolidated
financial  statements,  except  as  follows.  On  August  24, 2009, the Board of
Directors adopted, subject to stockholder approval, the Georgetown Bancorp, Inc.
2009  Equity  Incentive  Plan (the "Plan"). The Plan will be administered by the
Company's  Compensation  Committee  and  provides  for  stock-based compensation
awards.


                                      F-45
<PAGE>
                    GEORGETOWN BANCORP, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

SUBSEQUENT EVENTS (CONCLUDED)

Subject  to  permitted  adjustments for certain corporate transactions, the Plan
authorizes  the  issuance or delivery to participants of up to 250,000 shares of
Georgetown  Bancorp,  Inc.  common  stock pursuant to grants of restricted stock
awards,  incentive  stock  options,  non-qualified  stock  options  and  stock
appreciation  rights; provided, however, that shares of stock used to fund stock
options  greater  than 136,085 shares must be obtained through stock repurchases
and  shares  of  stock  used to fund restricted stock awards greater than 54,434
shares  must  be  obtained  through  stock  repurchases.

Employees  and  directors  of  Georgetown  Bancorp, Inc. or its subsidiaries are
eligible  to receive awards under the Plan, except that non-employees may not be
granted  incentive  stock  options.


                                      F-46
<PAGE>
                    GEORGETOWN BANCORP, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONCLUDED)

20.     QUARTERLY DATA (UNAUDITED)

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

<TABLE>
<CAPTION>
                                                                   Years Ended June 30,
                                    ---------------------------------------------------------------------------------
                                                     2009                                     2008
                                    --------------------------------------  -----------------------------------------
                                     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        $  2,638  $  2,677  $  2,686  $  2,550  $  2,340   $  2,316   $  2,374   $  2,278
Interest expense                       1,120     1,217     1,204     1,168     1,125      1,239      1,359      1,314
                                    --------  --------  --------  --------  ---------  ---------  ---------  ---------

Net interest income                    1,518     1,460     1,482     1,382     1,215      1,077      1,015        964
Provision for loan losses                 66         4        91        87       145          4          2          1
                                    --------  --------  --------  --------  ---------  ---------  ---------  ---------

Net interest income, after
  provision for loan losses            1,452     1,456     1,391     1,295     1,070      1,073      1,013        963
Non-interest income (1)                  319       218       185       148       385        152        189        172
Non-interest expenses (1)              1,546     1,566     1,416     1,405     2,139      1,418      1,337      1,347
                                    --------  --------  --------  --------  ---------  ---------  ---------  ---------

Income (loss) before income taxes        225       108       160        38      (684)      (193)      (135)      (212)

Income tax provision (benefit)            69        33        53        26      (298)      (128)       (46)       (74)
                                    --------  --------  --------  --------  ---------  ---------  ---------  ---------

Net income (loss)                   $    156  $     75  $    107  $     12  $   (386)  $    (65)  $    (89)  $   (138)
                                    ========  ========  ========  ========  =========  =========  =========  =========

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

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


                                      F-47
<PAGE>


                             STOCKHOLDER INFORMATION


DIRECTORS

RICHARD F. SPENCER, CHAIRMAN                         THOMAS L. HAMELIN
MARY L. WILLIAMS, VICE CHAIRMAN                      MARYBETH MCINNIS
ROBERT E. BALLETTO                                   J. RICHARD MURPHY
KEITH N. CONGDON                                     KATHLEEN R. SACHS
ANTHONY S. CONTE, JR.                                DAVID A. SPLAINE
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-K

ADDITIONAL  COPIES OF OUR ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED
JUNE 30, 2009, 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.

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