Exhibit 10.14(a)

                                                                  Execution Copy


                   AMENDED AND RESTATED SPLIT DOLLAR AGREEMENT

                          Nationwide Life Insurance Co.

                      Life Insurance Policy No. N100136450

        AGREEMENT  made as of the 21st day of  February,  1996,  and amended and
restated  as of this 18th day of May,  1999 by and  among  Eastern  Bank,  Lynn,
Massachusetts, Trustee of the Ipswich Irrevocable Insurance Trust (the "Trust"),
David L. Grey of Wenham,  Massachusetts  (the  "Employee"),  and Ipswich Savings
Bank, Ipswich, Massachusetts (the "Employer" or the "Bank").

        WHEREAS, the Employee has established  a  life insurance program for the
benefit and protection of his family under Policy No.  N100136450 (the "Policy")
issued by Nationwide Life Insurance Company, of Columbus,  Ohio (the "Insurer");
and

        WHEREAS,  the Employer  wishes to continue to help the Employee  provide
such insurance for the benefit and protection of his family by  contributing  to
the Trust each year,  until the  obligations to make such payments  terminate in
accordance with Section 2.1 of this Agreement, $60,000 to pay the premiums under
the Policy; and

        WHEREAS,  the Employee is and will  continue to be the sole owner of the
Policy,  and has  assigned  the Policy to the Trust for 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, as amended and restated as of
the date hereof (the "Collateral Assignment")); and

        WHEREAS,  it is the  desire of the  parties  to define the extent of the
Bank's  obligations  to fund the Trust and of the  Trust's  interest in the cash
surrender value and death proceeds of the Policy;

        NOW THEREFORE, in consideration of the mutual promises contained herein,
it is agreed between the parties hereto as follows:
<PAGE>
                                    Article I

                               Ownership of Policy

      1.1 The Policy is the exclusive property of the Employee, who may exercise
all rights of ownership  with respect to his  interest  therein,  subject to the
security  interest  of the  Trust  as  expressed  in  this  Agreement  or in the
Collateral  Assignment of the Policy to the Trust and to any death benefit which
may become due to the Trust.

                                   Article II

                               Payment of Premiums

       2.1 Until  December  31,  2020 (or until the  earlier of (x) the date on
which the Employer shall have fully funded the Trust as provided in Section 9.2,
and (y) such date as this Agreement is earlier terminated as provided in Article
VII), the Employer shall, at least twenty days before each  anniversary  date of
the  Policy,  contribute  to the Trust  $60,000 so as to enable the Trust to pay
such amount as the annual premium under the terms of the Policy.

        2.2 To the  extent  that it  receives  contributions  from the  Employer
pursuant to Section 2.1 or Section 9.2, the Trust shall,  before the same become
due, pay the $60,000  annual  premiums under the Policy until this Agreement has
been  terminated  as provided  in Article  VII.  If  requested,  the Trust shall
provide proof to the Employee of the timely payment of each premium.

                                   Article III

                              Collateral Assignment

        3.1 To secure  the  repayment  to the Trust of the  Secured  Obligations
under  certain  circumstances,  the  Employee  has  contemporaneously  with  the
execution of this Agreement  assigned the Policy to the Trust as collateral,  by
means  of the  form of  Collateral  Assignment  attached  to this  Agreement  as
Schedule  1. The  Collateral  Assignment  shall not be  altered,  terminated  or
amended by Employee  without the  express  written  consent of the Trust and the
Bank. The parties agree to take all action necessary to cause such assignment to
conform to the provisions of this Agreement.

                                   Article IV

                                Rights in Policy

        4.1 The Trust shall have no right to borrow against the Policy.

        4.2 The Employee, in recognition of the defined contribution  provisions
of this  Agreement and the variable  nature of the death  benefits,  retains the
express right to allocate the aggregate  account value to particular  investment
vehicles.

        4.3 The  Employee  shall have the right to exchange  the Policy for such
other  policies  and/or  insurers  that he  deems  appropriate  based  upon  the
investment  performance  or financial  condition of the Insurer,  subject to the
approval of the Trust,  which approval  shall not  unreasonably  be denied.  The
Employer  shall have the right to approve  any  amendment  to or exchange of the
Policy  proposed by the Employee,  but only to the extent that such amendment or
exchange materially increases the annual premium for such Policy.  Action by the
Employee  or the Trust to change  the Policy  and/or  insurer  pursuant  to this
Section 4.3 shall not otherwise alter the respective rights and responsibilities
of the parties set forth in this Agreement.

        4.4 Neither the Trust nor the Employer shall have any responsibility for
a shortfall in the projected total return on the paid-in  premiums  available to
provide the death benefit under the Policy.

        4.5 Neither the Trust nor the Employer  shall take any action that might
endanger the interest of the Employee in the Policy. The Employee shall not take
any action that might endanger the interest of the Trust in the Policy.
<PAGE>
        4.6 The Employee retains all other rights in the Policy not specifically
assigned to the Trust including, but not limited to, the following rights:

            (a) The right to surrender the Policy as set forth in Paragraph 4 of
the Collateral Assignment.

            (b) The right to change the beneficiary of the Policy, to the extent
of his interest in such Policy.

            (c) The right to select  optional  methods of settlement with regard
to the death benefit provided in PART TWO of Section 6.1.

            (d)  The  right  to  borrow  against  the  Policy  (subject  to  the
limitations contained in the Collateral Assignment).

            (e) All other  rights  contained  in the  Policy,  to the extent the
exercise of such rights does not  adversely  affect the Trust's  interest in the
Policy.

                                    Article V
                         Payment of Cash Surrender Value

        5.1 In the event  this  Agreement  is  terminated  pursuant  to  Section
7.1 (a)  (appointment  of a conservator or receiver for the Employer) or Section
7.1 (b) (surrender of policy by Employee),  the Trust shall have the unqualified
right to receive from the Insurer a sum (the "Premium  Reimbursement")  which is
equal to the  lesser  of (a) the then cash  surrender  value as  defined  in the
Policy or (b) the aggregate  unreimbursed amount of (1) premium payments paid by
the Employer to the Trust for payment of premiums  under the Policy  pursuant to
Section  2.1 and (2) any  amounts  paid by the  Employer  to fund  the  Trust as
provided in Section 9.2. This amount shall be established in a written statement
to the  Insurer  by the Trust,  and the  Insurer  shall have the right,  without
liability to the Employee or his beneficiary or beneficiaries of the Policy,  to
rely  exclusively  upon such statement.  The Trustee shall,  upon receiving such
sum,  release the Collateral  Assignment of the Policy and (after  deducting its
appropriate fees and expenses) pay the remaining amounts in the Trust to or upon
the direction of the Employee.

        5.2 Except as  otherwise  provided in Sections  5.3 or 9.1 hereof,  upon
termination  of this  Agreement  pursuant  to  Section  7.1 (c)  (retirement  or
termination of employment of Employee),  the Trustee shall have the  unqualified
right to receive  from the  Insurer  the  following  proportion  of the  Premium
Reimbursement if such termination occurs during the designated calendar year:

    Calendar Year                                       Proportion of Premium
       Period                                              Reimbursement
       1996                                                     80%
       1997                                                     60%
       1998                                                     40%
       1999                                                     20%
       2000 and after                                          None
<PAGE>
The  Trustee  shall,  upon  receiving  such  proportion,  if  any,  release  the
Collateral  Assignment of the Policy and (after  deducting its appropriate  fees
and expenses) pay the remaining amounts in the Trust to or upon the direction of
the Employee.

        5.3 In the event that this Agreement shall terminate pursuant to Section
7.1 (c) because the Employer shall have terminated the Employee's employment for
"cause" (as hereinafter  defined),  the Trustee shall have the unqualified right
to receive from the Insurer 100% of the Premium  Reimbursement,  notwithstanding
any provisions of Section 5.2 to the contrary. The Trustee shall, upon receiving
such  proportion,  release the  Collateral  Assignment  of the Policy and (after
deducting its  appropriate  fees and expenses) pay the remaining  amounts in the
Trust to or upon the direction of the Employee.  For purposes of this Agreement,
Employee's  employment  shall have been  terminated for "cause" if, and only if,
such employment shall have been terminated as a result of Employee's  deliberate
dishonesty  with respect to the Employer  that  results in his  conviction  of a
crime.  The  decision to terminate  the  Employee for "cause" as defined  herein
shall require a vote of the majority of the  Executive  Committee and a majority
of the Board of Directors of the Employer.  It is  understood  that the benefits
under this Agreement are being provided to the Employee as a substitute for (and
not as a  supplement  to) a qualified  pension  plan.  Accordingly,  but for the
specific "cause" exceptions set forth above, which are to be construed narrowly,
it is the parties' intention that the Employee's rights in the benefits provided
hereunder be inviolate to the same extent as would be pension  benefits  under a
pension plan qualified under ERISA.

        If  this  Section 5.3 is   applicable,   the   Employer  shall   certify
(the  "Employer's  Certification")  to the  Trustee  and the  Insurer  that  the
Employee's  employment was terminated for cause (with specific details as to the
basis for its determination that "cause" existed), and shall send a copy of such
Employer's  Certification  to the Employee by  certified  mail,  return  receipt
requested.  Unless the  Trustee  shall have  received,  within 15 days after its
receipt of the Employer's  Certification,  a notice from the Employee,  executed
under the pains and  penalties  of  perjury,  to the effect  that no basis for a
determination  of "cause" existed (the "Employee  Notice"),  the Trustee and the
Insurer  shall  have  the  right,  without  liability  to  the  Employee  or his
beneficiary  or  beneficiaries  of the  Policy,  to rely  exclusively  upon  the
Employer's  certification.  If the  Trustee  receives an  Employee  Notice,  the
determination  of whether  "cause"  existed shall be submitted to arbitration in
accordance with Section 12.4 hereof.

                                   Article VI
                            Payment of Death Benefit

        6.1 In the event of the death of the Employee  while the Policy and this
Agreement  are in force,  the  proceeds of the Policy  shall be divided into two
parts and paid as follows:

            PART ONE: To the Trust,  a sum, if any,  equal to the  proportion of
            the Premium  Reimbursement which the Trust would then have the right
            to receive under Section 5.2 hereof.

            PART TWO:  To the  designated  beneficiaries  of the  Employee,  the
            remaining proceeds of the Policy.
<PAGE>
                                   Article VII
                            Termination of Agreement

        7.1   This Agreement shall terminate:

            (a) Upon the  appointment of a Conservator or Receiver of the assets
of Employer by the Massachusetts Commissioner of Banks or by the Federal Deposit
Insurance Corporation.

            (b)  Upon a  surrender  of the  Policy  by the  Employee,  provided,
however,  that a surrender  of the Policy in  connection  with the issuance of a
replacement or exchange policy pursuant to Section 4.3 shall not be deemed to be
a surrender of the Policy for purposes of this Section 7.1 (b).

            (c) Upon the  retirement of the Employee or the earlier  termination
of his employment by the Employer under  circumstances not described in Sections
7.1 (a) or 7.1(b) ,  provided,  however,  that if there  shall  have  occurred a
Change in Control the termination of the Employee's employment shall not cause a
termination of this Agreement and this Agreement  shall not terminate  until the
Employee  attains the age of 65 (or such earlier date as this  Agreement  may be
terminated pursuant to Section 5.3 or this Article VII).

            (d) Upon the death of the Employee.

                                  Article VIII
                        Termination of Trust's Obligation

        8.1 Neither the Employer nor the Trust shall have any further obligation
to make  contributions  or to pay  premiums  under  Article  II in the  event of
termination of this Agreement, it being understood that this Agreement shall not
terminate,  and the Trust's  obligation  to pay premiums  under Article II shall
continue  (following  the  funding  of  the  Trust  pursuant  to  Section  9.2),
notwithstanding  termination  of  Employee's  employment  following  a Change in
Control.

                                   Article IX
                                Change in Control

        9.1 Upon the  occurrence  of a Change in Control  (as defined in Section
9.3  below),  the  Trustee's  right  to  receive  a  proportion  of the  Premium
Reimbursement  pursuant to Section 5.2 shall  immediately  terminate.  In such a
circumstance,  the  Collateral  Assignment  of the Policy shall remain in effect
until the Employee attains the age of 65 (or such earlier date as this Agreement
may be  terminated  pursuant to Article  VII) in order to secure the  Employer's
rights under Sections 5.1 and 5.3, but within 15 days after the Employee's  65th
birthday  the  Trustee  shall  release  the  Collateral  Assignment  and  (after
deducting its appropriate fees and expenses) pay the remaining amounts,  if any,
in the Trust to or upon the direction of the Employee.

        9.2 Upon the  occurrence  of a Change in Control (as defined  below) the
Employer or its successor shall, as soon as possible, but in no event later than
15 days following such Change in Control,  make an irrevocable  contribution  to
the Trust in an amount equal to the  discounted  value of future  premiums under
the Policy from the date of the Change in Control  until  December 31, 2020,  as
determined by an actuary or other  consultant  employed by the Trust. The Trust,
with  the  consent  of the  Executive,  shall  apply  the  full  amount  of such
contribution  toward the purchase of one or more  annuities  (collectively,  the
"Annuity")  from one or more  legal  reserve  life  insurance  companies  with a
Standard  & Poor  rating of AA or better or the  equivalent  (collectively,  the
"Annuity  Issuer").
<PAGE>
Such Annuity shall provide for the payment of the annual Policy premium pursuant
to Section 2.1, commencing on the Policy anniversary next following the purchase
of the  Annuity  and  ending  on  the  Policy  anniversary  next  following  the
Employee's  attainment  of age  sixty-four  (64),  whether  or not the  Employee
continues  to be  employed  by the  Employer.  The  Annuity  may provide for the
Annuity Issuer to pay the premiums directly to the issuer of the Policy,  or, if
appropriate,  to the Trustee, which shall then pay the premiums to the issuer of
the Policy as set forth in Section 2.2 above.

        The Employer or its  successor  shall also, at the same time as it makes
the  contribution  to the Trust under the  preceding  paragraph,  make a further
irrevocable  contribution  to the Trust in an amount  sufficient  to pay for the
Trustee's fees and for actuarial,  accounting,  legal and other  professional or
administrative  services  necessary  to  implement  the terms of this  Agreement
following a Change in Control.  Such amount shall be determined by the Trustee's
estimate  of its fees (as  provided  in the Trust  Agreement)  and by  estimates
obtained by the Trustee from the independent actuaries, accountants, lawyers and
other appropriate  professional and  administrative  personnel who provided such
services to the Trust or the Employer  immediately before the Change in Control.
After  making the  irrevocable  contributions  required by this Section 9.2, the
Employer's  only  remaining  obligation  shall be to make further  contributions
under this  Section 9.2 to the extent  that at any time the  Trustee  determines
that amounts  contributed  by the Employer  pursuant to this Section 9.2 are not
sufficient  to pay all  premiums,  fees and expenses as required by this Section
9.2 .

        9.3 For the purposes of this  Agreement  "Change in Control"  shall have
the meaning defined in that certain Employment Agreement made as of the 18th day
of June,  1997, as further amended and restated as of the 18th day of May, 1999,
by and between the Bank and the Employee,  as such  Employment  Agreement was in
effect on such date (the "Employment Agreement").

        9.4 The  stockholders  of the Employer  have  approved a  reorganization
("Holding Company  Reorganization")  which, if consummated,  would result in the
Employer  becoming a  wholly-owned  subsidiary  of Ipswich  Bancshares,  Inc., a
holding company formed by the Employer (the "Holding  Company").  If the Holding
Company Reorganization or any similar reorganization should be consummated,  the
stockholders of the Employer immediately prior to the reorganization (other than
those exercising dissenters' rights) would become all of the stockholders of the
Holding Company  immediately  after the  reorganization,  and the Employer would
become  a  wholly-owned   subsidiary  of  the  Holding  Company.   The  Employee
understands and agrees that under no circumstances will any such  reorganization
constitute a Change in Control for  purposes of this  Agreement or for any other
purpose. From and after a Holding Company Reorganization, the term "Employer" as
used in this Article IX shall include both the Bank and the Holding Company.

                                    Article X
                               Exchange of Policy

        10.1 In the event the Trust elects or is required to exchange the Policy
under Section , the Employee shall execute any forms necessary or appropriate to
effect such exchange including, without limitation, the surrender of the Policy,
the  transfer of proceeds  to the new insurer and the  execution  of a new Split
Dollar  Agreement and Collateral  Assignment.  Such exchange shall qualify under
Section 1035 of the Internal  Revenue  Code or successor  provisions  of similar
import.
<PAGE>
                                   Article XI
                             Obligations of Insurer

        11.1 Any payments made or action taken by the Insurer in accordance with
the provisions of the Policy and the  Collateral  Assignment of the Policy shall
fully  discharge  it  from  all  claims,  suits,  and  demands  of  all  persons
whatsoever.

                                   Article XII
                                  Miscellaneous

        12.1 This  Agreement  shall be binding  upon the parties  hereto,  their
heirs, legal representative, successors and assigns.

        12.2 This Agreement and the Collateral  Assignment embody all agreements
made with respect to the Policy, and no change,  alteration, or modification may
be made except in writing signed by all parties hereto.

        12.3 This  Agreement  shall be governed by, and  construed in accordance
with the provisions of, the laws of The  Commonwealth of  Massachusetts  without
regard to its principles of conflicts of laws.

        12.4 Any  dispute,  controversy  or claim with  respect  to any  party's
performance  under this Agreement  shall be settled by arbitration in accordance
with the laws of The Commonwealth of  Massachusetts  by a single  arbitrator who
shall  be  selected  by  the  American   Arbitration   Association   in  Boston,
Massachusetts.  Such  arbitration  shall be  conducted  in the City of Boston in
accordance  with the Commercial  Arbitration  Rules of the American  Arbitration
Association.  Punitive  damages  shall  not  awarded.  Judgment  upon the  award
rendered  by the  arbitrator  may be  entered in any court  having  jurisdiction
thereof.

                                      * * *

        IN WITNESS WHEREOF,  the parties hereto have set their hand and seals on
the day and year first above written.

                         EASTERN BANK, Trustee

                         By: _____________________
                         Its _____________________

                         ---------------------
                         David L. Grey, Employee

                         IPSWICH SAVINGS BANK, Employer

                         By: _____________________
                         Its _____________________