NUMBER                                                          SHARES

     IB

 COMMON STOCK                                                  CUSIP 462633 10 8
                                             SEE REVERSE FOR CERTAIN DEFINITIONS


                            IPSWICH BANCSHARES, INC.

        INCORPORATED UNDER THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS


THIS CERTIFIES THAT








is the owner of




           FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK,
                          $.10 PAR VALUE PER SHARE, OF

Ipswich Bancshares,  Inc., transferable on the books of Ipswich Banshares,  Inc.
in person or by duly  authorized  attorney  upon  surrender of this  certificate
properly  endorsed.  This certificate and the shares of Common Stock represented
hereby are issued and shall be held subject to the laws of the  Commonwealth  of
Massachusetts and the Charter and By-Laws of Ipswich Bancshares,  Inc. as now or
hereafter  amended.  This  certificate  is not  valid  until  countersigned  and
registered by the Transfer  Agent and  Registrar.
      WITNESS the facsimile seal of the company and the facsimile signatures of
      its duly authorized officers.



Dated:

COUNTERSIGNED AND REGISTERED:
     REGISTRAR AND TRANSFER COMPANY
               TRANSFER AGENT
               AND REGISTRAR

AUTHORIZED SIGNATURE

                            Ipswich Bancshares, Inc.
/s/ Francis Kenney              INCORPORATED              /s/ David L. Grey
------------------                                        -----------------
Francis Kenney                      1999                  David L. Grey
         Treasurer                                           President and Chief
                                MASSACHUSETTS                Executive Officer
<PAGE>
                            IPSWICH BANCSHARES, INC.

The Corporation is authorized to issue more than one class or series of stock. A
copy of the  preferences,  powers  qualifications  and  rights of each class and
series will be furnished by the  Corporation  without charge to any  shareholder
upon written request.

The following  abbreviations,  when used in the  inscription on the face of this
Certificate,  shall  be  construed  as  though  they  were  written  out in full
according to applicable laws or regulations:

<TABLE>
<CAPTION>


<S>                                     <C>
TEN COM - as tenants in common          UNIF GIFT MIN ACT -          Custodian
                                                            ---------          ---------
                                                             (Cust)             (Minor)

TEN ENT - as tenants by the entireties                      under Uniform Gifts to Minors

JT TEN  - as joint tenants with right                       ACT
          of survivorship and not as                          --------------------------
          tenants in common                                           (State)

</TABLE>


    Additional abreviations may also be used though not in the above list.

For value received,                        hereby sell, assign and transfer unto
                    -----------------------

  PLEASE INSERT SECURITY OR OTHER
  IDENTIFYING NUMBER OF ASSIGNEE
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             PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING
                          POSTAL ZIP CODE OF ASSIGNEE

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--------------------------------------------------------------------------SHARES
represented by the within certificate, and do hereby irrevocably constitute and
appoint
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Attorney to transfer the said stock on the books of the within-named Corporation
with full power of substitution in the premises

Dated,
      -----------------------------


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

NOTICE:  The  signature  to this  assignment  must  correspond  with the name as
written upon the face of the Certificate in every particular, without alteration
or enlargement, or any change whatever.