Exhibit 10.14(b)

                                                                  Execution Copy

                   AMENDED AND RESTATED IPSWICH IRREVOCABLE INSURANCE TRUST

        This  AGREEMENT  made the 21st day of  February,  1996 and  amended  and
restated as of May 18,  1999,  by and between  Ipswich  Savings  Bank,  Ipswich,
Massachusetts  ("the  Company")  and  Eastern  Bank,  Lynn,  Massachusetts  (the
"Trustee").

        WHEREAS, David L. Grey, an employee of the Company (the "Employee"), has
established  a life  insurance  program  under Policy No.  N100136450  issued by
Nationwide Life Insurance Company (the "Policy");

        WHEREAS, the Company has entered into a so-called Split Dollar Agreement
(as amended from time to time, the "Split Dollar  Agreement")  pursuant to which
it has agreed to contribute to an insurance  trust amounts  necessary to pay the
premiums due on said Policy until the  retirement or earlier  termination of its
obligations under said Split Dollar Agreement;

        WHEREAS,  pursuant  to the  Split  Dollar  Agreement  the  Employee  has
assigned  the Policy to said  insurance  trust for the the purpose of  providing
security  for  the  repayment,  under  certain  circumstances,  of the  "Secured
Obligations"  (as such term is  defined in that  certain  Amended  and  Restated
Assignment of Life Insurance  Policy as Collateral in favor of the Trustee dated
as of February 21, 1996 and  subsequently  amended and restated (the "Collateral
Assignment"); and

        WHEREAS,  the Company wishes to amend and restate the provisions of this
insurance trust (the "Trust") so as to reflect its revised obligations under the
Split Dollar Agreement; and

        WHEREAS,  pursuant to its obligations  under the Split Dollar  Agreement
the Company  wishes to continue to  contribute to the Trust assets that shall be
held therein,  subject (but only to the extent of the Company's  rights therein)
to  the  claims  of  the  Company's  creditors  in the  event  of the  Company's
Insolvency,  as herein defined, until paid to the Employee and his beneficiaries
in such manner and at such times as specified in the Split Dollar Agreement;

        NOW, THEREFORE, the parties do hereby establish the Trust and agree that
the Trust shall be comprised, held and disposed of as follows:

1 Section .  ESTABLISHMENT OF TRUST

        (a) The Company shall, at least on an annual basis,  make or cause to be
made  contributions  to the  Trust  of cash  or  property,  including  insurance
contracts and/or marketable securities,  which are acceptable to the Trustee and
which  shall  become the  principal  of the Trust to be held,  administered  and
disposed  of by the  Trustee  as  provided  in this  Trust and the Split  Dollar
Agreement. The Company, in its sole discretion, may at any time, or from time to
time,  make  deposits  of cash or other  property  into the Trust in addition to
those amounts  required  hereunder;  neither the Trustee nor the Employee or any
beneficiary shall have any right to compel such additional deposits.
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        (b) The Trust hereby established shall be irrevocable.

        (c) The Trust is intended to be a grantor trust, of which the Company is
the grantor,  within the meaning of subpart E, part 1,  subchapter J, chapter 1,
subtitle  A of the  Internal  Revenue  Code of 1986,  as  amended,  and shall be
construed accordingly.

        (d) The principal of the Trust, and any earnings thereon,  shall be held
separate and apart from other funds of the Company and shall be used exclusively
for the uses and  purposes  of the  Employee  and (but only to the extent of the
Company's rights therein) the Company's  general  creditors as herein set forth.
The Employee  and his  beneficiaries  shall have no  preferred  claim on, or any
beneficial ownership interest in, any assets of the Trust until such time as the
Secured  Obligations  have been  satisfied.  Any rights  created under the Split
Dollar  Agreement to cause the Company to make payments with respect to premiums
due or to become due under this  Policy or this  Trust  Agreement  shall be mere
unsecured  contractual rights of the Employee and his beneficiaries  against the
Company.  To the extent of the Company's rights therein,  any assets held by the
Trust will be subject to the claims of the  Company's  general  creditors  under
Federal  and state law in the event of  Insolvency,  as defined in Section  3(a)
herein.

        (e) The  following  provision  shall govern the operation of this Trust,
and the  provisions  of this Section 1(e) shall  supersede  and control over any
conflicting  provision of this Trust. The parties  recognize and agree that this
Trust  has  been  created  solely  to fund and  secure  payment  of the  Secured
Obligations  and that in order to provide such security the Policy (which is and
shall remain  property of the  Employee) has been  deposited in this Trust.  The
general  creditors  of the  Company  shall have no rights in or with  respect to
Trust assets  other than the right,  under the limited  conditions  described in
this Trust, to receive such Premium  Reimbursements  (as such term is defined in
the Split Dollar Agreement) as may constitute Secured Obligations. To the extent
the Trustee shall at any time have an obligation to make funds available to such
general creditors to satisfy such Secured Obligations, it shall first distribute
any assets held by the Trust other than the Policy.  If after such  distribution
the Secured Obligations shall remain  unsatisfied,  the Trustee shall notify the
Employee and cooperate  reasonably with any proposal that the Employee may offer
to provide assets (other than the Policy) for distribution so as to minimize the
potential  economic loss that a distribution  from the Policy might cause to the
Employee . Once the  Secured  Obligations  have been  satisfied,  any  remaining
assets in the Trust  shall be returned  to the  Employee  or his heirs,  and the
creditors  of the  Company  shall  have no  further  rights  in and to any Trust
assets.

2 Section .  PAYMENT OF PREMIUM REIMBURSEMENT

        (a) The  Trustee  shall  promptly  pay over to the  Company  the Premium
Reimbursement  (as defined in Section 5.1 of the Split Dollar  Agreement) in the
event of termination of the Split Dollar  Agreement  pursuant to Sections 7.1(a)
or 7.1(b) thereof.

        (b) The  Trustee  shall  promptly  pay over to the  Company  any Premium
Reimbursement  received by it pursuant to Section 5.2 or 5.3 of the Split Dollar
Agreement  in the  event of  termination  thereof  pursuant  to  Section  7.1(c)
thereof.

        (c) The  Trustee  shall  promptly  pay over to the  Company  any Premium
Reimbursement  received by it under  Section 6.1,  Part One, of the Split Dollar
Agreement by virtue of the death of the Employee.
<PAGE>
        (d) The Trustee shall make  provision for the reporting and  withholding
of any Federal, state or local taxes that may be required to be so withheld with
respect to any payment  pursuant to the terms of the Split Dollar  Agreement and
shall pay amounts  withheld to the appropriate  taxing  authorities or determine
that such amounts have been reported, withheld and paid by the Company.

3 Section .  TRUSTEE RESPONSIBILITY WHEN COMPANY IS INSOLVENT

        (a) The Company  shall be  considered  "Insolvent"  for purposes of this
Trust  Agreement  if (i) the  Company is unable to pay its debts as they  become
due, or (ii) a receiver is  appointed  for the  Company by the  Commissioner  of
Banks of Massachusetts or the Federal Deposit Insurance Corporation.

        (b) At all times during the  continuance  of this Trust,  as provided in
Section 1(e) hereof,  the  principal and income of the Trust shall be subject to
claims of general  creditors of the Company  under  Federal and state law as set
forth below.

                (1) The Board of Directors  and the Chief  Executive  Officer of
        the Company  shall have the duty to inform the Trustee in writing of the
        Company's  Insolvency.  If a person  claiming  to be a  creditor  of the
        Company  alleges in writing to the  Trustee  that the Company has become
        Insolvent,  the Trustee shall  determine  whether the Company has become
        Insolvent and, pending such determination, the Trustee shall discontinue
        payment of amounts to the Employee or his beneficiaries.

                (2) Unless the Trustee  has actual  knowledge  of the  Company's
        Insolvency, or has received notice from the Company or a person claiming
        to be a creditor  alleging  that the Company is  Insolvent,  the Trustee
        shall have no duty to inquire  whether  the  Company is  Insolvent.  The
        Trustee may in all events rely on such evidence concerning the Company's
        solvency  as may be  furnished  to the  Trustee  and that  provides  the
        Trustee with a reasonable  basis for making a  determination  concerning
        the Company's solvency.

                (3) If at any time the Trustee has  determined  that the Company
        is Insolvent,  the Trustee shall hold its interest in the cash surrender
        value of the Policy pursuant to Article V of the Split Dollar  Agreement
        for the  benefit of the  Company's  general  creditors.  Nothing in this
        Trust  Agreement shall in any way diminish any rights of the Employee or
        his  beneficiaries  to pursue their  rights as general  creditors of the
        Company with respect to benefits due under the Split Dollar Agreement or
        otherwise.

                (4) The Trustee shall resume its obligations to the Employee and
        his  beneficiaries  in accordance with Section 2 of this Trust Agreement
        only after the Trustee has determined  that the Company is not Insolvent
        (or is no longer Insolvent).
<PAGE>
4 Section .  PAYMENT TO COMPANY

        (a) Except as  provided in  Sections 2 and 3 hereof,  the Company  shall
have no right or power to direct  the  Trustee  to return to the  Company  or to
divert to the Company or to divert to others any of the Trust assets  before all
payments of amounts  due have been made to the  Employee  and his  beneficiaries
pursuant to the terms of the Split Dollar Agreement.

5 Section .  INVESTMENT AUTHORITY

        (a) In no event may the Trustee invest in securities (including stock or
rights to acquire stock) or obligations  issued by the Company,  other than a de
minimis amount held in common investment  vehicles in which the Trustee invests.
All rights associated with assets of the Trust shall be exercised by the Trustee
or the person designated by the Trustee, and shall in no event be exercisable by
or rest with the Employee.

        (b) The Trustee shall have the additional power in its discretion:

                (1) To exercise all voting  rights with respect to the shares of
        stock  held  in  the  Trust  and  to  grant  proxies,  discretionary  or
        otherwise;

                (2) To cause any  shares of stock to be  registered  and held in
        the name of one or more of its nominees,  or one or more nominees of any
        system for the  central  handling  of  securities,  without  increase or
        decrease of liability;

                (3) To collect and receive any and all money and other  property
        due to the Trust and to give full discharge therefor;

                (4) To settle,  compromise or submit to arbitration  any claims,
        debts or damages  due or owing to or from the  Trustee;  or  commence or
        defend suits or legal  proceedings to protect any interest of the Trust;
        and to  represent  the  Trust in all suits or legal  proceedings  in any
        court or before any other body or tribunal;

                (5) To organize  under the laws of any state a  corporation  for
        the purpose of acquiring and holding  title to any property  which it is
        authorized to acquire under this  Agreement and to exercise with respect
        hereto and, or all of the powers set forth in this Agreement;

                (6) To determine  how all receipts  and  disbursements  shall be
        credited, charged or apportioned as between income and principal; and

                (7)  Generally  to  do  all  acts,   whether  or  not  expressly
        authorized,  which the Trustees may deem  necessary or desirable for the
        protection of the Trust.

6 Section .  DISPOSITION OF INCOME

        (a) During the term of this Trust, all income received by the Trust, net
of expenses, shall be accumulated and reinvested.

7 Section .  ACCOUNTING BY TRUSTEE
<PAGE>
        The Trustee shall keep accurate and detailed records of all investments,
receipts,  disbursements,  and  all  other  transactions  required  to be  made,
including such specific  records as shall be agreed upon in writing  between the
Company and the Trustee.  Within 90 days  following  the close of each  calendar
year and within 60 days after the removal or  resignation  of the  Trustee,  the
Trustee shall deliver to the Company a written account of its  administration of
the  Trust  during  such year or during  the  period  from the close of the last
preceding  year to the date of such removal or  resignation,  setting  forth all
investments,  receipts,  disbursements  and other  transactions  affected by it,
including a description  of all securities  and  investments  purchased and sold
with the cost or net proceeds of such purchases or sales (accrued  interest paid
or receivable  being shown  separately),  and showing all cash,  securities  and
other  property  held in the  Trust at the end of such year or as of the date of
such removal or resignation, as the case may be.

8 Section .  RESPONSIBILITY OF TRUSTEE.

        (a) The Trustee shall act with the care, skill,  prudence, and diligence
under the  circumstances  then  prevailing  that a prudent person acting in like
capacity  and  familiar  with such  matters  would  use,  in the  conduct  of an
enterprise of a like character and with like aims, provided,  however,  that the
Trustee shall incur no liability to any person for any action taken  pursuant to
a direction,  request or approval given by the Company which is contemplated by,
and in  conformity  with,  the  terms of the Plan or this  Trust and is given in
writing by the  Company.  In the event of a dispute  between  the  Company and a
party, the Trustee may apply to a court of competent jurisdiction to resolve the
dispute.

        (b) If the  Trustee  undertakes  or defends  any  litigation  arising in
connection with this Trust,  the Company agrees to indemnify the Trustee against
the Trustee's costs,  expenses and liabilities  (including,  without limitation,
attorney's fees and expenses)  relating  thereto and to be primarily  liable for
such payments.  If the Company does not pay such costs, expenses and liabilities
in a reasonably timely manner, the Trustee may obtain payment from the Trust.

        (c) The Trustee may consult with legal  counsel (who may also be counsel
for the  Company  generally)  with  respect to any of its duties or  obligations
hereunder.

        (d) The  Trustee may hire  agents,  accountants,  actuaries,  investment
advisors,   financial  consultants  or  other  professionals  to  assist  it  in
performing any of its duties or obligations hereunder.

        (e) The Trustee shall have, without  exclusion,  all powers conferred on
trustees  by  applicable  law,  unless  expressly   provided  otherwise  herein,
provided, however, that if an insurance policy is held as an asset of the Trust,
the Trustee shall have no power to name a  beneficiary  of the policy other than
the Trust,  to assign the policy (as distinct from conversion of the policy to a
different form) other than to a successor Trustee,  or to loan to any person the
proceeds of any borrowing against such policy.

        (f)  Notwithstanding  any powers granted to the Trustee pursuant to this
Trust  Agreement or to applicable law, the Trustee shall not have any power that
could give this Trust the  objective  of carrying on a business and dividing the
gains therefrom,  within the meaning of section  301.7701-2 of the Procedure and
Administrative Regulations promulgated pursuant to the Internal Revenue Code.
<PAGE>
9 Section .  COMPENSATION AND EXPENSES OF TRUSTEE

        The  Company  shall  pay  all  administrative  and  Trustee's  fees  and
expenses. If not so paid, the fees and expenses shall be paid from the Trust.

10 Section .  RESIGNATION AND REMOVAL OF TRUSTEE

        (a) The Trustee may resign at any time by written notice to the Company,
which shall be effective 60 days after receipt of such notice unless the Company
and the Trustee agree otherwise.

        (b) The  Trustee  may be removed  by Company on 30 days'  notice or upon
shorter notice accepted by the Trustee.

        (c) Upon  resignation  or removal of the  Trustee and  appointment  of a
successor Trustee, all assets shall subsequently be transferred to the successor
Trustee.  The transfer shall be completed within 60 days after receipt of notice
of  resignation or removal and the successor  Trustee  acceptance of appointment
unless Company extends the time limit.

        (d)  If  the  Trustee  resigns  or is  removed,  a  successor  shall  be
appointed,  in  accordance  with  Section 11 hereof,  by the  effective  date of
resignation  or removal under  paragraph (a) or (b) of this section.  If no such
appointment  has been  made,  the  Trustee  may  apply  to a court of  competent
jurisdiction for appointment of a successor or for instructions. All expenses of
the Trustee in connection with the proceeding shall be allowed as administrative
expenses of the Trust.

11 Section .  APPOINTMENT OF SUCCESSOR

        (a) If the  Trustee  resigns or is removed in  accordance  with  section
10(a) or (b) hereof,  the Company shall appoint any third party,  such as a bank
trust  department or other party that may be granted  corporate  trustee  powers
under state law, as a successor  to replace  the  Trustee  upon  resignation  or
removal.  The appointment shall be effective when accepted in writing by the new
trustee  who  shall  have all the  rights  and  powers  of the  former  trustee,
including ownership rights in the Trust assets. The former trustee shall execute
any instrument necessary or reasonably requested by the Company or the successor
trustee to evidence the transfer.

        (b) The  successor  trustee need not examine the records and acts of any
prior trustee,  and may retain or dispose of existing  Trust assets,  subject to
Sections 7 and 8 hereof.  The successor trustee shall not be responsible for and
Company  shall  indemnify  and defend the  successor  trustee  from any claim or
liability resulting from any action or inaction of any prior trustee or from any
other past event,  or any  condition  existing at the time it becomes  successor
trustee.

        (c)   AMENDMENT OR TERMINATION

        (d) This Trust Agreement may be amended by a written instrument executed
by the Trustee and the Company. Notwithstanding the foregoing, no such amendment
shall  conflict  with the terms of the Split Dollar  Agreement or shall make the
Trust revocable.
<PAGE>
        (e) The Trust shall  terminate upon the  termination of the Split Dollar
Agreement  and the  distribution  of all  proceeds  from the Policy as  directed
herein  or in  the  Split  Dollar  Agreement.  Any  funds  remaining  after  the
distribution  of all  proceeds  of the policy to which the  Employee is entitled
shall be distributed to the Company.

Section 12. MISCELLANEOUS

        (a) Any  provision of this Trust  Agreement  prohibited  by law shall be
ineffective  to the extent of any such  prohibition,  without  invalidating  the
remaining provisions hereof.

        (b) Benefits  payable to the Employee and his  beneficiaries  under this
Trust Agreement may not be anticipated,  assigned  (either at law or in equity),
alienated,  pledged, encumbered or subjected to attachment,  garnishment,  levy,
execution or other legal or equitable process.

        (c)  This  Trust  Agreement  shall  be  governed  by  and  construed  in
accordance with the laws of The Commonwealth of Massachusetts,  unless otherwise
preempted by any applicable federal law.

Section 13.  NOTICES

        Any notice or communication which the Company or Trustee may be required
or may  desire to give to the other  party  under any  provision  of this  Trust
Agreement  shall be given in writing  and  personally  delivered  to, or mailed,
faxed or delivered by overnight courier service to the address given below:

   If to the Company:Ipswich Savings Bank
                     Market Street
                     Ipswich, Massachusetts 01938
                     Attention: Chairman

If to the Trustee:   Eastern Bank
                     270 Union Street
                     Lynn, Massachusetts 01901
                     Attention:

        Any notice which is  personally  delivered  shall be deemed to have been
given on the date it is personally  delivered.  Any notice which is mailed shall
be deemed to have been  given on the third  business  day after  deposit  in the
mail,   registered  or  certified  mail,  postage  prepaid  and  return  receipt
requested.  Any notice which is delivered by overnight  courier service shall be
deemed to have been given on the  business  day after  deposit with such courier
service.  Any notice which is transmitted  by facsimile  shall be deemed to have
been given on the day that such notice is transmitted.

        The Company or Trustee may change the address to which notices, requests
and other  communications  are to be sent to it by giving written notice of such
address  change to the other party in conformity  with this Section 14, but such
change shall not be effective  until notice of such change has been  received by
the other party.
<PAGE>
Section 14.  EFFECTIVE DATE

     The effective date of this Trust Agreement shall be February 21, 1996.

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        IN WITNESS WHEREOF,  the parties hereto have caused this Agreement to be
executed  by their duly  authorized  offices  and their  respective  seals to be
hereunto affixed as of the day and year first above written.



IPSWICH SAVINGS BANK

By:
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Its:
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EASTERN BANK, Trustee


By:
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Its:
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