Exhibit 10.8

                    Director Recognition and Retirement Plan

        This Director Recognition and Retirement Plan (the "Plan") is adopted by
Ipswich Savings Bank, (the "Bank") as of the 18th day of May, 1999.

        WHEREAS,  the Bank  desires  to  recognize  the  valuable  services  its
Directors have performed and will continue to perform for the Bank;

        WHEREAS,  the Bank  also  desires  to  provide  for  future  growth  and
expansion  of the Bank by being in a position to attract  additional,  qualified
individuals  to serve as Directors of the Bank and by providing to its Directors
additional  financial  flexibility  that will  enable  them,  under  appropriate
circumstances,  to consider retiring from or rotating off the Board of Directors
so as to permit others to have the opportunity to serve as members of the Board;

        NOW,   THEREFORE,   the  Board  hereby  adopts  the  following  Director
Recognition and Retirement Plan:

        1 .  Applicability.  The Plan shall  apply to all  persons  who serve as
Directors of the Bank during any period in which the Plan is in effect. It shall
not apply to persons  who ceased to serve as  Directors  of the Bank  before the
date of Plan adoption.

        2 . Recognition and Retirement  Benefit.  Except to the extent otherwise
provided  in  Section , if a  Director  should  at any time  cease to serve as a
member  of the  Board of  Directors  of the Bank for any  reason,  the Bank will
immediately pay to the Director (or to the Director's  estate, if applicable) in
one  lump  sum an  amount  equal  to two  times  the  highest  annual  aggregate
compensation  paid to or for the benefit of the  Director for his or her service
on the Board during the then most recently concluded three calendar years.

        3 . Removal for Cause.  No Director shall receive any payment under this
Plan if he or she is removed from the Board of Directors for cause in accordance
with the procedures set forth in the Bank's By-Laws.

        4 . Employment Status.  This Plan is not an agreement for the employment
of a  Director  and  shall  confer  no  rights  on a  Director  except as herein
expressly provided.

        5 . Withholding.  All payments made by the Bank under this Plan shall be
net of any tax or other  amounts  required  to be  withheld  by the  Bank  under
applicable Federal and state law.

        6 . Governing Law. This Plan shall be construed in accordance  with, and
governed  for all  purposes by the laws of The  Commonwealth  of  Massachusetts,
without regard to its principles of conflicts of laws.

        7 . Enforcement.  In the event that any action is instituted by a former
Director  under this Plan to enforce or interpret any of the terms hereof,  such
former  Director shall be entitled to be paid all costs and expenses,  including
reasonable  attorneys'  fees,  incurred by such former  Director with respect to
such action, unless as a part of such action, a court of competent  jurisdiction
determines that each of the material assertions made by the former Director as a
basis for such action was not made in good faith or was frivolous.
<PAGE>
        8 .  Establishment  of a Holding  Company.  The stockholders of the Bank
have approved the formation of a holding company (the "Holding Company") for the
Bank ("Holding Company Reorganization").  Once established,  the Holding Company
will be the sole  stockholder  of the Bank.  This Plan  shall  become a plan and
obligation of the Holding Company as of the time the Holding Company becomes the
sole  stockholder  of the Bank. At that time all references to the "Bank" (other
than  references  in  Section  ) in this Plan  shall  become  references  to the
"Holding  Company."  Ceasing to serve as a Director of the Bank while continuing
to serve as a Director of the Holding  Company  shall not be a basis for payment
under this Plan.  Notwithstanding  any other provision of this Plan, the Holding
Company  Reorganization  shall not constitute a Change in Control (as defined in
Section 10).

        9 .  Amendment;  Termination.  This Plan may be amended or terminated at
any time by a vote of the  Board of  Directors  until  such  time as a Change in
Control (as defined in Section ) shall have occurred. During the two year period
following a Change in Control, this Plan may not be terminated or amended in any
way that might limit amounts payable to any Director or former Director.

        10 . Change in  Control.  Except to the  extent  otherwise  provided  in
Section , for the  purposes  of this Plan  "Change  in  Control"  shall mean the
occurrence of any one or more of the following five events:

            10.1 If there has  occurred  a change in  control  which the Bank or
Holding  Company  would be  required to report in response to Item 1 of Form 8-K
promulgated  under the  Securities  Exchange Act of 1934,  as amended (the "1934
Act"),  or,  if  such  regulation  is  no  longer  in  effect,  any  regulations
promulgated by the Securities and Exchange  Commission  pursuant to the 1934 Act
which are intended to serve similar purposes;

            10.2 When any "person"  (as such term is used in Sections  13(d) and
14(d)(2) of the 1934 Act) becomes a "beneficial  owner" (as such term is defined
in Rule  13d-3  promulgated  under the 1934 Act),  directly  or  indirectly,  of
securities of the Holding Company or the Bank representing  twenty-five  percent
(25%) or more of the total  number of votes that may be cast for the election of
directors of the Holding Company or the Bank, as the case may be;

            10.3 During any period of two consecutive years,  individuals who at
the  beginning of such period  constitute  the Board of Directors of the Holding
Company,  and any new director (other than a director designated by a person who
has entered into an agreement  with the Holding  Company to effect a transaction
described in Section  10.2,  10.4,  or 10.5 of this Plan) whose  election by the
Board or  nomination  for  election by the Holding  Company's  stockholders  was
approved by a vote of at least  two-thirds  (2/3) of the directors then still in
office  who  either  were  directors  at the  beginning  of the  period or whose
election or nomination  for election was  previously so approved,  cease for any
reason  to  constitute  at least a  majority  of the Board of  Directors  of the
Holding Company;
<PAGE>
            10.4 The stockholders of the Holding Company approve a merger, share
exchange or  consolidation  ("merger or  consolidation")  of the Holding Company
with any other corporation, other than (a) a merger or consolidation which would
result in the voting securities of the Holding Company  outstanding  immediately
prior thereto  continuing to represent  (either by remaining  outstanding  or by
being converted into voting securities of the surviving entity) more than 70% of
the combined  voting power of the voting  securities  of the Holding  Company or
such surviving entity outstanding immediately after such merger or consolidation
or (b) a merger or consolidation effected to implement a recapitalization of the
Holding  Company (or similar  transaction)  in which no "person" (as hereinabove
defined)  acquires  more than 30% of the  combined  voting  power of the Holding
Company's then outstanding securities; or

            10.5 The  stockholders  of the Holding Company or the Bank approve a
plan of complete  liquidation of the Holding Company or the Bank or an agreement
for  the  sale or  disposition  by the  Holding  Company  or the  Bank of all or
substantially all of the Holding Company's or the Bank's assets.

        11 . Binding  Effect.  This Plan shall be binding on the  successors and
assigns of the parties hereto.