INDENTURE OF LEASE

INDENTURE OF LEASE

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EAGLEWOOD SHOPS

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THIS INDENTURE OF LEASE made as of the 24th day of February, 2005, by and

between EAGLEWOOD PROPERTIES, LLC, a Massachusetts limited liability company

having a mailing address P.O. Box 337 Topsfield, MA 01983 (hereinafter referred

to as the "Landlord"), of the one part, and the tenant named in Section 1.1(a)

below (hereinafter referred to as the "Tenant"), of the other part.

W I T N E S S E T H:

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ARTICLE I.

Basic Data

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Section 1.1. The following sets forth basic data hereinafter referred to

in this lease, and, where appropriate, constitute definitions of the terms

hereinafter listed.

(a) The Tenant: Georgetown Savings Bank, a federally chartered savings

bank with a last and usual place of business of 2 East Main Street, Georgetown,

MA 01833

(b) Present Mailing Address of the Tenant 2 East Main Street,

Georgetown, MA 01833

(c) The Tenant's Trade Name: Georgetown Savings Bank

(d) Lease Term: Commencing on the Commencement Date (as that term is

herein defined) and expiring on January 31, next following the 10th anniversary

of the Commencement Date.

(e) Commencement Date: Such date as is determined pursuant to Section 3.2

hereof.

(f) Minimum Rent Payment:

Year Annual Minimum Rent Monthly Minimum Rent

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1-5 $102,200.00 $8,516.67

6-10 $117.530.00 $9,794.17

(g) Intentionally Omitted.

(h) Use: Only as a Savings Bank and related financial services and for

no other purpose, without the express consent of the landlord, which shall not

be unreasonably withheld.

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(i) Security Deposit: None

(j) Guarantor of the Tenant's Obligations: None

(k) Anticipated Delivery Date: May 2005

ARTICLE II.

Premises

Section 2.1. The Landlord hereby leases to the Tenant and the Tenant

hereby leases from the Landlord, upon and subject to the terms and provisions of

this lease, the premises (hereinafter referred to as the "demised premises")

shown on Exhibit "A" hereto annexed and made a part hereof as Georgetown Savings

Bank containing approximately 4,140 square feet of total area and containing

approximately 2,437 square feet of interior floor area, (as may be varied

depending upon the number of approved drive through tellers, not to exceed two),

in the area designated "Eaglewood Shops" on said Exhibit "A". The Eaglewood

Shops includes the shopping center located in the Town of North Andover, County

of Essex, Commonwealth of Massachusetts, the initial boundaries of which are

delineated on said Exhibit "A". For purposes of this lease, the demised premises

shall include the drive through teller areas, driveways and structures as shown

on the attached exhibit "A". Prior to the Commencement Date, the Tenant's

Architect shall measure the premises to determine the actual area of the drive

through, the total area of the interior of the premises and the total combined

area. The interior premises shall be measured from the exterior of the outside

walls and from the center of common demising walls. Subject to Landlord's

consent, these determinations shall be reduced to writing and made an Exhibit to

this original lease and any counterparts. The measurements in said Exhibit shall

control in the determination of the Tenant's share of common area expenses and

additional rent hereunder.

Excepting and reserving to the Landlord the roof and exterior walls of

the building or buildings of which the demised premises are a part; and further

reserving to the Landlord the right to place above the dropped ceiling and/or

below the finished floor in the demised premises (in such manner as to reduce to

a minimum the interference with the Tenant's use of the demised premises)

utility lines, pipes, and the like, to serve premises other than the demised

premises, and to replace and maintain and repair such utility lines, pipes and

the like in, over and upon the demised premises as may have been installed in

said building or buildings. Any such right to install or place utilities and the

like above the ceiling of the demised premises shall take into account Tenant's

requirements and those of its regulators, insurers and consultants regarding the

security of its site as a bank. Except in the case of an emergency, which shall

mean immediate peril of human life or property, in which event Landlord shall

attempt if reasonably possible to give Tenant telephone notice, (Tenant shall

furnish an emergency phone list to Landlord which it shall update as necessary),

any access to said space shall only be on notice to and with the express consent

of the Tenant. The Tenant shall have the right to place such alarms and security

devices in this area as it shall see fit. The Tenant shall not be required to

provide the landlord with any codes or other relevant information in regard to

said security devices, but will cooperate with the landlord to give access on

reasonable request.

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ARTICLE III.

Term of Lease

Section 3.1. TO HAVE AND TO HOLD the demised premises unto the Tenant

for the term specified in Section 1.1(d) hereof, as may be extended, unless

sooner terminated as provided herein.

Section 3.2. The term hereof shall commence on the earlier to occur of

the following dates (the "Commencement Date"): (i) 120 days after delivery of

the Demised Premises by Landlord; or (ii) the date that the Tenant first opens

for business in the demised premises. It shall be a condition of the

Commencement Date that the common areas of the Shopping Center shall be

substantially complete so as to permit Tenant to open its business in the

demised premises. The parties hereto agree, upon demand of the other, to execute

a supplemental instrument expressing the Commencement Date of the term hereof

when the Commencement Date has been determined. Tenant agrees that upon

execution of this Lease, it shall diligently pursue the obtaining of all permits

required for the construction and operation of the demised premises in

accordance with the following schedule:

(a) Tenant shall supply construction drawings, including the Drive

through teller area and related structures for Landlord's

approval no later than March 15, 2005 ;

(b) Landlord shall provide tenant with its written approval or

disapproval of tenant's construction drawings within 10 days.

In the event that the landlord does not approve the drawings

as submitted, the Landlord shall provide the Tenant with a

written explanation of the portions of the drawings that it

does not approve. Any such review shall be at the sole expense

of the Landlord.

(b) Within 10 days following Landlord's approval, Tenant shall

file all documents necessary with the Town of North Andover to

obtain a building permit for the performance of Tenant's work.

In the event that the Tenant discovers any latent defect in the

premises that causes a material delay in Tenant's construction and that is not

of Tenant's creation, Tenant shall be entitled to extend the completion date for

a period of time that the defect causes a delay in Tenant's construction.

The Tenant shall have the right to terminate the provisions of this

lease if the landlord has not delivered the property within twelve months of the

execution of this lease agreement. If the premises are destroyed by fire or

other casualty and are not restored to deliverable condition by a date twelve

months from the date of this lease agreement the tenant shall have a right to

terminate the provisions of this lease. In each case the right to terminate

shall be exercised in writing within 30 days of the date that it accrues and any

such termination shall be without recourse to either party.

Section 3.3. The Tenant, prior to the Commencement Date, shall be

permitted to install fixtures and other equipment, and do other work, provided,

however, that such activities of the Tenant shall not unreasonably interfere

with construction work of the Landlord or the conduct of business or

construction work of other tenants or occupants in the Shopping Center. Should

the Tenant install such fixtures or equipment prior to the commencement date

hereunder nothing contained herein shall create a landlord's lien against said

fixtures or equipment. The Tenant shall be entitled to remove such fixtures or

equipment prior to the Commencement date and the Landlord shall not interfere

with their removal. In connection with the removal of such fixtures and

equipment the Tenant shall repair any damage done to the subject premises.

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Section 3.4. The demised premises shall be deemed to be ready for

occupancy by the Tenant on the date there is sent to the Tenant a certificate by

the Landlord or the Landlord's architect or the Landlord's Representative to the

effect that the Landlord has substantially completed all of the Landlord's work

described in Exhibit "B", hereto annexed and made a part hereof, with respect to

the demised premises, which certificate shall be subject to the reasonable

approval by the Tenant's architect or engineer. "Substantially Completed" as

used in this ARTICLE III being hereby defined to mean completed in such fashion

as to enable the Tenant, upon performance of the work to be done by the Tenant,

to open its facility for business in the normal course.

Section 3.5. Promptly after the demised premises are made ready for

occupancy by the Tenant, the Tenant shall perform at its own cost and expense

all of the Tenant's work set forth in Exhibit "B", hereto annexed and made a

part hereof, shall equip the demised premises with new trade fixtures and all

personal property necessary or proper for the operation of the Tenant's

business, and shall open for business as soon thereafter as possible but in no

event later than the Commencement Date. Except as herein specifically set forth,

in the event the Tenant shall have failed to complete the Tenant's work and to

have opened the demised premises for business on or before the Commencement

Date, then all of the Tenant's charges shall nevertheless commence on the

Commencement Date at the rates specified in this lease, except that from and

after the date that is forty five (45) days after the Commencement Date minimum

rent shall then increase to and be payable at the rate of 1.25 times the monthly

amount of the Tenant's initial minimum rent per day until the Tenant shall open

for business.

ARTICLE IV.

Minimum Rent

Section 4.1. The Tenant covenants and agrees to pay without notice,

demand or offset to the Landlord, at the Landlord's office in Topsfield,

Massachusetts, or at such place as the Landlord shall from time to time

designate in writing, minimum rent for the demised premises at the rate

specified in Section 1.1(f) hereof, and proportionately at such rate for any

partial month, which minimum rent shall be paid monthly, in advance, on the

first day of each and every calendar month during the term hereof, the first

such payment to be made upon the Commencement Date. For and with respect to each

installment of minimum rent that is not paid within ten (10) business days after

the date when due, the Tenant shall pay to the Landlord on demand, as additional

rent, a late charge in an amount equal to five percent (5%) of the past due

amount for the purpose of defraying Landlord's administrative expenses relative

to handling such overdue payment.

ARTICLE V.

Intentionally Omitted

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ARTICLE VI.

Construction

Section 6.1. The Landlord shall construct, at the Landlord's sole cost

and expense, on the site of the Shopping Center, the building in which the

demised premises are to be located, the demised premises to be constructed

substantially in accordance with the specifications set forth in that part of

Exhibit "B" entitled "Description of the Landlord's Work". Said Exhibit "B" is

hereby incorporated herein by reference and made a part hereof with the same

force and effect as if the same were set out herein. Certain details of the

construction of the Shopping Center may change, including the area, height and

number of levels above or below grade, but, subject to other provisions of this

lease. Nothing in Exhibit "A" shall be treated as a representation that any or

all of the buildings for which provision is made thereon shall be constructed,

or that such buildings will be located, precisely within the areas shown on

Exhibit "A", or that such buildings will be of the dimensions or shapes shown,

it being the intention of Exhibit "A" only generally to show diagrammatically,

rather than precisely, the possible development of the Shopping Center as

presently contemplated.

Notwithstanding the provisions of the aforegoing paragraph, the

Landlord represents to the Tenant that the buildings shall conform substantially

to the representation as contained in "Exhibit A". No variation from Exhibit A

shall materially affect the access to or the visibility of the Demised Premises.

ARTICLE VII.

Additional Rent - Taxes

Section 7.1. The term "Taxes" is hereby defined to mean all general and

special taxes, including existing and future assessments for road, sewer,

utility and other local improvements and other governmental charges which may be

lawfully charged, assessed, or imposed upon all or any portion of the Landlord's

Tract (which term shall mean the entire Shopping Center on both land and any or

all improvements contained therein.) Nothing contained herein shall be construed

to include as "Taxes" any income, inheritance, estate, succession, transfer,

gift, franchise, corporation, net profit tax, or capital levy or any other tax

that is measured exclusively in any manner by the income or profit of the

Landlord The Landlord shall pay, or cause to be paid, before the same become

delinquent, all Taxes, provided however, that if authorities having jurisdiction

assess Taxes on the Landlord's Tract and/or the improvements contained therein

which the Landlord deems excessive, the Landlord may defer compliance therewith

to the extent permitted by the laws of The Commonwealth of Massachusetts so long

as the validity or amount thereof is contested by the Landlord in good faith and

so long as the Tenant's occupancy of the demised premises is not disturbed or

threatened.

Section 7.2. The Tenant shall pay all taxes which may be lawfully

charged, assessed, or imposed upon all fixtures and equipment of every type and

also upon all personal property in the demised premises, and the Tenant shall

pay all license fees and other charges which may lawfully be imposed upon the

business of the Tenant conducted upon the demised premises.

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Section 7.3. The Tenant shall, during the term of this lease, pay to

the Landlord that portion of the Taxes (as defined in Section 7.1 hereof) as

shall result from multiplying the same by a fraction, the numerator of which is

the total square footage of floor area of the interior portion of the demised

premises and the denominator of which is the total square footage of leased (but

not less than eighty percent (80%) of the total square footage of leasable)

floor area of all buildings located on the Landlord's Tract as of the first day

of each applicable tax year during the term hereof; provided, however, if any

buildings located on the Landlord's Tract (and any land appurtenant thereto) are

now or hereafter separately owned or assessed, then, at the Landlord's option,

the taxes and assessments relating thereto shall be deemed not to be "Taxes"

hereunder, and in such event, there shall be excluded from the denominator of

such fraction the floor area of such separately owned or assessed building(s).

There shall also be excluded from the denominator of such fraction (i) the floor

area of non-selling mezzanines (if any), malls if any, passageways, service

corridors, shopping center offices, shopping center storage areas, utility

rooms, sprinkler rooms, governmental offices, and other non-selling areas.

The Tenant's fractional share of Taxes shall be equitably adjusted for

and with respect to the first and last partial tax years (if any) of the term of

this lease. Where the applicable tax bills and computations are not available

prior to the end of the term hereof, then a tentative computation shall be made

on the basis of the previous year's Taxes payable by the Tenant, with a final

adjustment to be made between the Landlord and the Tenant promptly after all

bills and computations are available for such period. In connection with any

such abatement or refund the Tenant shall be provided with all relevant

documents by the Landlord, including, but not limited to, copies of the relevant

tax bills.

The Tenant's pro rata share of Taxes shall be due and payable within

ten (10) days after receipt by the Tenant of the Landlord's invoice. However,

the Tenant shall make monthly tax deposits with the Landlord (along with

payments of minimum rent) in an amount equal to one-twelfth (1/12th) of the

Tenant's annual pro rata share of Taxes, with a final adjustment to be made

between the parties as soon as said pro rata share has been determined and the

Tenant is provided with copies of the relevant tax bills an disclosure of the

Landlord's computations. The initial amount of such tax deposits shall be as

reasonably estimated by the Landlord; but thereafter, the monthly tax deposits

shall be predicated upon the last previous full year's share of Taxes payable by

the Tenant.

In every case, Taxes shall be adjusted to take into account any

abatement or refund thereof paid to the Landlord, less all of the Landlord's

reasonable costs of securing such abatement or refund (the Landlord having the

sole right to contest Taxes). If Landlord shall elect to contest such Taxes,

Landlord shall be entitled to bill Tenant for its said pro rata share of the

reasonable costs and expenses thus incurred by Landlord as and when the same are

incurred, and the same shall constitute part of such Taxes. To the extent that

Landlord has so billed and received from Tenant payment of such costs and

expenses, the same shall not be deducted as aforesaid from the abatement or

refund, if any, ultimately received with respect thereto.

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Section 7.4. In an attempt to reduce the potential tax burden on the

Shopping Center by controlling costs for off-site improvements which are

required by governmental authorities for the initial development of the Shopping

Center (for example: highway improvements, sewer and water facilities, park

improvements), Landlord may agree with such governmental authorities to be

responsible for the construction of such off-site improvements. The Landlord

shall disclose the existence of any such proposed improvements and the estimated

or actual cost of same prior to the execution of this Lease. In such case upon

notice from Landlord, Tenant shall pay to Landlord, as additional rent and in

substitution, in whole or in part, for any special district real estate taxes or

betterment assessment relating to such improvements which could otherwise be

imposed against the Shopping Center if such improvements were constructed under

governmental responsibility, an annual charge representing Tenant's pro rata

share of the amortized cost of such facilities. Landlord agrees, however, that

the costs of such facilities shall be capitalized or expensed in the same manner

as such costs are capitalized or expensed in the Landlord's tax return for the

applicable year and the Tenant's liability with respect to such improvements

shall accrue only during the term of this lease and not during any period before

or after same. Tenant's pro rata share of such costs shall be computed in the

same manner as used to compute Tenant's pro rata share of real property taxes as

provided in Section 7.3 above. This annual charge shall be paid by Tenant in

equal monthly installments, in advance, on the first day of each calendar month

during the term of this lease. In connection with any such assessment the Tenant

shall be entitled to any and all relevant documents including the actual

contracts, bills or invoices related to the required improvement and supporting

documentation disclosing the computation of the capitalization or expensing of

the cost of the facility.

Section 7.5. The foregoing provisions of this ARTICLE VII are

predicated upon the present system of taxation in The Commonwealth of

Massachusetts. Should any governmental authority having jurisdiction over all or

any portion of the Shopping Center impose a tax and/or assessment of any kind or

nature upon, against, measured by or with respect to the rentals payable by

tenants in the Shopping Center to the Landlord or with respect to the ownership

of the land and buildings comprising the Shopping Center by the Landlord (or any

individual or entity forming the Landlord), either by way of substitution for

all or any part of the present ad valorem real estate taxes or in addition

thereto, then such tax and/or assessment shall be deemed to constitute "Taxes"

for the purposes of this lease and the Tenant shall be obligated to pay its

proportionate share thereof as set forth in Section 7.3 hereof. Further, if

there is any other change in the system of taxation (other than as set out

immediately above) which is in substitution of or in addition to the present

system, the Tenant shall be responsible for its fair and equitable share

thereof, taking into account the proportions provided for in this ARTICLE VII so

long as such tax is not measured exclusively by the income or profit of the

Landlord.

ARTICLE VIII.

Maintenance of

Common Areas; and the Tenant's Contribution

Section 8.1. The Landlord shall cause all existing parking facilities

in the Shopping Center, including lighting thereof, to be maintained in good

repair and clean condition at all times during the term of this lease.

Accumulations of snow will be cleared from said parking areas and will be

deposited or stockpiled in such locations as are reasonably feasible so as to

permit adequate use of the parking areas. Landlord may at any time close

temporarily the common areas (including, without limitation, the parking

facilities and roadways) or any portion thereof to make repairs or changes to

prevent the acquisition of public rights therein, or to discourage non customer

parking, and may do such other acts in and to the common areas as in its

judgment may be desirable to improve the convenience thereof. Landlord agrees

that it shall use reasonable efforts to avoid closing parking areas during

normal business hours and to provide the Tenant with reasonable advance notice

of any such closing.

The Landlord agrees that the Tenant may during the term hereof, with

others, have the non-exclusive right to use the parking facilities of the

Shopping Center for the accommodation and parking of such automobiles of the

Tenant, its officers, agents and employees, and its customers while shopping in

the Shopping Center.

The Tenant agrees to instruct its officers, agents, employees,

contractors and others under its direct control to park in areas reasonably

agreed upon between Landlord and Tenant. The Tenant shall have a right to object

to any designated area which is located an unreasonable distance from the

demised premises or which shall cause the Tenant's employees to be exposed to

unreasonable risk to their person or property. Nothing contained herein shall

require Tenant to so instruct those under its control if such instruction would

violate the provisions of the ADA or any other law which requires the Tenant to

make reasonable accommodation to the identified parties.

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The Tenant shall furnish to the Landlord, within five (5) days

following the request of the Landlord therefor, the automobile license numbers

of the vehicles customarily used by the Tenant and the Tenant's officers,

agents, employees, contractors, licensees and concessionaires. If the Tenant or

any officer, agent, employee, contractor, licensee or concessionaire of the

Tenant shall park his or her car other than in designated employee parking

areas, the Landlord shall have the right and privilege to have any such car

towed away at the Tenant's expense. Landlord agrees to enforce the provisions of

this Section 8.1 in a non-discriminatory manner. In the event that the Landlord

intends to tow any motor vehicle which it knows to belong to a customer, agent

or employee of the Tenant it shall on each occasion, first notify the Tenant of

its intention to tow the motor vehicle and allow the Tenant reasonable time to

have the vehicle moved. In the event that the motor vehicle poses an immediate

threat to public safety, the Landlord shall have no obligation to so inform the

Tenant.

Section 8.2. All costs and expenses of every kind and nature paid or

incurred by the Landlord in cleaning, operating, managing, equipping,

decorating, policing (if and to the extent provided by the Landlord), lighting,

repairing, replacing and maintaining all parking facilities serving the Shopping

Center (including, without limitation, any parking structure now or hereafter

installed in the Shopping Center for the common use of customers and/or

employees of the Shopping Center), enclosed malls, if any, and walkways

(including, without limitation, the heating and air conditioning thereof),

utilities and facilities serving and/or required to be maintained or improved

(or whose maintenance or improvement is required to be contributed to) by the

Shopping Center (including, without limitation, off-site utilities and

facilities and improvements such as retention areas, drainage facilities,

parking facilities, roadways and traffic or park improvements, and all taxes,

assessments, costs and other expenses related thereto), the cost of operating

and maintaining any septic or sewer system, the costs of maintaining and

repairing the sprinkler systems and all other areas of the Shopping Center

(including, but without limitation, all landscaping and gardening) shall be

prorated, and the Tenant shall share therein in the manner hereinafter provided.

Such costs and expenses shall likewise include (but shall not be limited to)

water and sewer charges; utility system installation charges and assessments;

costs of all roof and other maintenance, repairs and replacements performed by

the Landlord; costs of the installation, operation, maintenance, repair and

replacement of any energy management system; costs of the operation,

maintenance, repair and replacement of any escalators and elevators, if any;

premiums for liability, property damage, fire, workers' compensation, and other

insurance (including, without limitation, all insurance, hazard, rent and

otherwise, from time to time carried by the Landlord on any or all structures on

the Shopping Center); wages, unemployment taxes, social security taxes, and

personal property taxes and assessments; fees for required licenses and permits

if directly related to the operation of the Shopping Center; supplies, operation

of loudspeakers and any other equipment supplying music to the common areas if

contiguous to the demised premises; reasonable depreciation of equipment

supplying music to the common areas; reasonable depreciation of equipment used

in the operation of the common areas; and administrative costs equal to fifteen

percent (15%) of the total costs of operating and maintaining the common areas

(except appropriate reserves maintained by the Landlord); any such costs and

expenses whether paid or incurred prior or subsequent to the execution of this

lease, which Landlord has elected to amortize over a period of years shall be

included, until such cost or expense has been fully recovered, in the expenses

to be prorated pursuant to this Section 8.2; but there shall be excluded

depreciation of the original cost of constructing said buildings, parking

facilities, enclosed malls, and other common areas. With respect to those common

area charges which are required to be amortized over a period of years by either

Generally accepted Accounting Principles or the Internal Revenue Code as set

forth above in this Section 8.2, Landlord may add to such charges an interest

charge on the then unamortized balance thereof from time to time at the then

prevailing prime or "base" rate of Fleet Bank. However, if Landlord does so,

then: (a) if the expenditure in question is the purchase of that which may be

termed a "capital asset" for which Landlord actually borrows the sums necessary

to make the purchase, then Landlord actually borrows the sums necessary to make

the purchase, then Landlord may only add to such proratable charges an interest

charge at the lesser of (i) said then prevailing "base" rate, or (ii) the

interest rate actually paid by Landlord; and (b) in any event, the 15%

administrative charge shall not be added to such interest charge.

Notwithstanding the foregoing, the following items shall be excluded

from such costs and expenses

(a) Leasing commissions;

(b) Any ground lease rental;

(c) Costs incurred by Landlord for the repair of damage to the Shopping

Center to the extent that Landlord is reimbursed by insurance proceeds;

(d) Costs, including permit, license and inspection costs, incurred

with respect to the installation of Tenant improvements made for tenants of the

Shopping Center or incurred in renovating or otherwise improving, decorating,

painting or redecorating vacant space for tenants or other occupants of the

Shopping Center;

(e) Attorney fees and other costs and expenses incurred in connection

with negotiations or disputes with present or prospective tenants or other

occupants of the Shopping Center;

(f) Expenses in connection with services or other benefits, which are

not available to Tenant;

(g) Costs incurred by Landlord due to the violation by Landlord or any

tenants of the terms and conditions of any lease for premises in the Shopping

Center;

(h) Overhead and profit paid to Landlord or to subsidiaries or

affiliates of Landlord for services in the Shopping Center to the extent the

same exceed the cost of such services rendered by other first-class unaffiliated

parties on a competitive basis, but not excluding the 15% administrative charge

set forth above;

(i) Interest, principal, points and fees on debts or any mortgage or

mortgages encumbering the Shopping Center or the real property upon which the

Shopping Center is located;

(j) Landlord's general corporate overhead and general and

administrative expenses other than onsite administrative costs and management

fees, but not excluding the 15% administrative charge set forth above;

(k) Any compensation paid to the clerk, attendants or other persons in

commercial concessions operated by Landlord;

(l) Advertising and promotional expenditures in connection with leasing

the Shopping Center;

(m) Any costs incurred in remediating Hazardous Wastes not resulting

from actions of the tenants of the Shopping Center or their agents, servants,

employees, contractors or customers; and

(n) Major structural renovations or additions to the Shopping Center

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The Tenant agrees to pay to the Landlord its pro rata share of the

costs and expenses incurred by Landlord with respect to the common areas of the

Shopping Center, including, without limitation, the costs and expenses set forth

in this Section 8.2, which pro rata share shall be computed by multiplying the

whole of said costs and expenses by a fraction, the numerator of which is the

total square footage of the interior floor area of the demised premises as

certified pursuant to Section 2.1 herein and the denominator of which is the

total square footage of leased (but not less than eighty percent (80%) of total

square footage of leasable) floor area of all buildings located on the

Landlord's Tract, as of the first day of the calendar year to which such costs

and expenses relate. There shall be excluded from the denominator of such

fraction (i) the floor area of non-selling mezzanines (if any), malls, if any,

passageways, service corridors, shopping center offices, shopping center storage

areas, utility rooms, sprinkler rooms, governmental offices, and other

non-selling areas. Landlord agrees that the common area costs and expenses

payable by Tenant under this Section 8.2 shall not include any costs or expenses

reimbursed by Tenant under any other provision of this lease.

The Tenant's share shall be paid in monthly installments, in the amount

estimated from time to time by the Landlord, on the first day of each and every

calendar month, in advance. Within ninety (90) days after the end of each full

calendar year during the term hereof, the Landlord shall furnish to the Tenant a

statement in reasonable detail setting forth the computation of such total costs

and expenses; thereupon there shall be a prompt adjustment between the Landlord

and the Tenant, with payment to, or repayment by, the Landlord, as the case may

require, to the end that the Landlord shall receive the entire amount of the

Tenant's pro rata share of said costs and expenses, computed as aforesaid, and

no more.

The Tenant and its Consultants shall have the right to inspect the

books and records of the Landlord on thirty days written notice to verify the

calculation and assessment of the Landlord for Common Area charges for the

previous two calendar years. Any such inspection shall be at the sole cost and

expense of the Tenant and shall occur at the offices of the Landlord. The

Landlord shall not charge the Tenant for its time in making such books available

to the Tenant. If after such inspection the Tenant determines that it has

overpaid or underpaid the Landlord it shall so inform the Landlord in writing.

The Landlord shall acknowledge the overpayment or underpayment (which

acknowledgment shall not be unreasonably withheld) and refund the overpaid

amount to the Tenant or Tenant shall pay Landlord the underpaid amount, within

thirty days of the notification.

Anything in this lease to the contrary notwithstanding, it is expressly

understood and agreed that the designation or use from time to time of portions

of the Shopping Center as common areas shall not restrict the Landlord's use of

such areas for buildings, structures and/or for retail or such other purposes as

the Landlord shall determine, including, without limitation, the expansion or

remodeling of the Shopping Center to include one or more additional stores, (on

the present and/or additional levels), the Landlord hereby reserving the

unrestricted right to build, add to, subtract from, lease, license, relocate

and/or otherwise use (temporarily and/or permanently) any buildings, kiosks,

other structures, parking areas, roadways or other areas or facilities anywhere

upon the Shopping Center for retail or such other purposes as the Landlord shall

determine provided, however, that the Landlord's exercise of any of the

aforesaid rights shall not materially or adversely interfere with Tenant's

business operations or access to, and shall not materially impair the visibility

of the demised premises as compared with the conditions existing prior to the

Landlord's exercise of such rights.

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ARTICLE IX.

Utilities

Section 9.1. The Tenant shall pay for all of its requirements for

utilities, including, but not limited to, gas, steam, water, electricity, sewer

charges, and the like, including all utilities necessary for heating and air

conditioning its demised premises (including the Tenant's pro-rata share,

computed in accordance with Section 8.2 hereof, of any premium or guaranteed

payment assessed by any utility company against the Shopping Center). In the

event that the Landlord shall elect to supply any other utilities, then, insofar

as and to the extent that such is permitted pursuant to applicable law and the

regulations of the applicable utility company, the Tenant agrees to purchase the

same from the Landlord, provided the rate does not exceed the rate which the

Tenant would be required to pay to the utility company furnishing the same to

the Shopping Center. Further, the Tenant shall pay for all utilities consumed on

the demised premises from the date of delivery of possession thereof by the

Landlord to the Tenant to the Commencement Date.

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ARTICLE X.

Use of Premises

Section 10.1. It is understood, and the Tenant so agrees, that the

demised premises during the term of this lease shall be used and occupied by the

Tenant only for the purposes specified as the use thereof in Section 1.1(h) of

this lease, and for no other purpose or purposes.

Section 10.2. The Tenant further agrees to conform to all of the

following provisions during the entire term of this lease:

(a) The Tenant shall conduct its operations in the demised

premises under the trade name "Georgetown Savings Bank" . In

the event that the Tenant shall change its trade name or its

trade name shall change due to the merger or acquisition of

the Tenant by another entity it shall so inform the landlord

and request approval. The Landlord shall not unreasonably

withhold approval of any name change requested by the Tenant.

(b) No sales or promotions may be conducted within the demised

premises other than in the normal course of the Tenant's

continuing business operations therein. Without limiting the

generality of the foregoing, no auction, fire, bankruptcy,

"lost our lease" or going out of business sales (or the like,

howsoever denominated) may be conducted within the demised

premises.

(c) The Tenant shall not use any area outside of the demised

premises, including, without limitation, the malls or

sidewalks adjacent to the demised premises or the recessed

vestibules, if any, of the demised premises for business

purposes (including, without limitation, the sale or display

of merchandise or the distribution of handbills or advertising

of any type).

(d) The Tenant shall keep the display windows of the demised

premises reasonably clean and shall keep the same electrically

lighted during such periods of time as the shopping center

shall be open and, in addition, during such other periods of

time as shall be determined by the Landlord, provided windows

throughout a majority of the shopping center are kept lighted

during such additional periods.

(e) The Tenant shall receive and deliver goods and merchandise

only in the manner, at such times, and in such areas, as may

be reasonably designated by the Landlord; (Tenant shall not

receive deliveries after 11:00 PM or before 6:00 AM.),and all

trash, refuse, and the like, shall be kept in covered trash

receptacles, which trash receptacles shall be kept within the

demised premises at all times, and in no event stored outside

of the same without Landlord's consent. All trash, refuse and

the like shall be separated and otherwise disposed of as

required by applicable law. If provision is made by the

Landlord for trash removal by a contractor, the Tenant agrees

to use said contractor for its trash removal and to pay when

due all charges at the rate established therefor from time to

time. If the Tenant fails so to pay for trash removal, the

Landlord shall have the same remedies (even if such payment is

due to such contractor and not to the Landlord) as the

Landlord has for nonpayment of rent hereunder.

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(f) The Tenant shall not place on the exterior of the demised

premises (including, but without limitation, windows, doors,

and entrance lobbies) any signs other than those signs

(including the design, number and locations of such signs and

any replacements thereof) which shall first have been approved

by the Landlord. The signs desired by the Tenant shall be

indicated in the Tenant's plans and specifications to be

submitted to the Landlord for approval; all interior signs

must be professionally prepared. Subject to Landlord's

consent, which consent shall not be unreasonably withheld,

delayed or conditioned, Tenant shall be permitted to install

the maximum allowable storefront signage as permitted under

the Town of North Andover by laws.

(g) The Tenant shall not perform any act or carry on any practice

which may materially injure the demised premises or any other

part of the Shopping Center, or cause any offensive odor or

loud noise (including, but without limitation, the use of

loudspeakers), or constitute a nuisance or menace to any other

occupant or other persons in the Shopping Center, and in no

event shall any noises or odors be emitted from the demised

premises.

(h) The demised premises (as well as all doors and entryways

thereto) shall be kept open for business at least during the

following: (i) seven (7) hours per day, five (5) days a week

and on Saturdays at least three (3) hours per day. The Tenant

acknowledges that this obligation is a material inducement to

the Landlord to enter into this lease, and in the event the

Tenant defaults hereunder the Landlord shall have all remedies

available at law or in equity including, without limitation,

the right to terminate this lease.

(i) The Tenant agrees that it and its employees and others

connected with the Tenant's operations at the demised premises

will abide by all reasonable rules and regulations from time

to time established by the Landlord by written notice to the

Tenant with respect to such Shopping Center, provided that

such rules and regulations are enforced in a nondiscriminatory

fashion (except where differing circumstances justify

different treatment).

(j) The Tenant shall employ throughout the term of this lease a

reasonably full staff in the demised premises in order to

properly conduct business, including a qualified bank branch

manager or assistant bank branch manager headquartered and

working full-time at the demised premises to manage and

control the operations of the demised premises. The Tenant

shall furnish the Landlord's shopping center manager with the

name, address and telephone number of such bank branch manager

or assistant branch manager of the demised premises, so that

the Landlord will, at all times, be able to contact the bank

branch manager or assistant branch manager of the demised

premises.

(k) The Tenant shall not use, handle or store or dispose of any

oil, hazardous or toxic materials or hazardous or toxic wastes

(collectively, "hazardous materials") in or about the Shopping

Center. If the transportation, storage, use or disposal of any

hazardous materials anywhere on the Shopping Center in

connection with the Tenant's use of the demised premises

results in (1) contamination of the soil or surface or ground

water or (2) loss or damage to person(s) or property, then

Tenant agrees to respond in accordance with the following

paragraph:

Tenant agrees (i) to notify Landlord immediately of

any contamination, claim of contamination, loss or

damage, (ii) after consultation and approval by

Landlord, to clean up the contamination in full

compliance with all applicable statutes, regulations

and standards, and (iii) to indemnify, defend and

hold Landlord harmless from and against any claims,

suits, causes of action, costs and fees, including

attorneys' fees, arising from or connected with any

such contamination, claim of contamination, loss or

damage. This provision shall survive the termination

of this lease. No consent or approval of Landlord

shall in any way be construed as imposing upon

Landlord any liability for the means, methods, or

manner of removal, containment or other compliance

with applicable law for and with respect to the

foregoing.

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Tenant shall immediately notify Landlord upon Tenant's receipt

of any inquiry, notice, or threat to give notice by any

governmental authority or any other third party with respect

to any hazardous materials.

(l) Tenant agrees that, within the demised premises, it shall be

responsible for compliance with the Americans with

Disabilities Act (42 U.S.C. ss. 12100 et. seq.) and the

regulations and Accessibility Guidelines for Buildings and

Facilities issued pursuant thereto.

Section 10.3. Notwithstanding any other provisions of this lease, the

Tenant covenants and agrees that it will not assign this lease or sublet (which

term, without limitation, shall include the granting of concessions, licenses,

and the like) the whole or any part of the demised premises without in each

instance having first received the express written consent of the Landlord,

which consent shall not be unreasonably withheld, delayed or conditioned.

In the event the Tenant seeks the Landlord's consent pursuant to this

Section 10.3, the Tenant shall furnish the Landlord with such information

regarding the prospective assignee or sublessee as the Landlord may require,

including without limitation information regarding financial ability and

business experience relating to the uses permitted hereunder. In any case where

the Landlord shall consent to such assignment or subletting, the Tenant named

herein shall remain fully liable for the obligations of the Tenant hereunder,

including, without limitation, the obligation to pay the rent and other amounts

provided under this lease. The provisions of this Section 10.3 shall not,

however, be applicable to an assignment of this Lease by the Tenant to its

wholly owned subsidiary or immediate controlling corporation (for such period of

time as such corporation remains such a subsidiary or such a controlling

corporation, respectively, it being agreed that the subsequent sale or transfer

of stock resulting in a change in voting control, or any other transaction(s)

having the overall effect that such corporation ceases to be such a subsidiary

or such a controlling corporation, respectively, of the Tenant, shall be treated

as if such sale or transfer or transaction(s) were, for all purposes, an

assignment of this lease governed by the provisions of this Section 10.3),

provided (and it shall be a condition of the validity of any such assignment)

that such wholly owned subsidiary or such immediate controlling corporation

first agrees directly with the Landlord to be bound by all of the obligations of

the Tenant hereunder, including, without limitation, the obligation to pay the

rent and other amounts provided for under this lease, the covenant to use the

demised premises only for the purposes specifically permitted under this lease

and the covenant against further assignment; but such assignment shall not

relieve the Tenant herein named of any of its obligations hereunder, and the

Tenant shall remain fully liable therefor.

For the purposes of this lease, the entering into of any management

agreement or any agreement in the nature thereof transferring control or any

substantial percentage of the profits and losses from the business operations of

the Tenant in the demised premises to a person or entity other than the Tenant,

or otherwise having substantially the same effect, shall be treated for all

purposes as an assignment of this lease and shall be governed by the provisions

of this Section 10.3. In addition, for the purposes of this lease, the sale or

transfer (which term shall include, without limitation, the exchange, issuance

and redemption) of forty-nine percent (49%) or more, or such smaller percentage

as would result in a change in the voting control, of the voting stock of the

Tenant (if the Tenant is a corporation), the voting stock of any corporate

guarantor of the Tenant (whether or not specified in Section 1.1(m) hereof), or

the voting stock of any immediate or remote controlling corporation of the

Tenant shall be treated as if such sale or transfer or transaction(s) were, for

all purposes, an assignment of this lease and shall be governed by the

provisions of this Section 10.3; provided, however, that the provisions of this

sentence shall not apply to the transaction by which Tenant becomes, or to the

trading of Tenant's voting stock while Tenant remains, a so-called reporting

public corporation under the provisions of the Securities Exchange Act of 1934,

as amended, the outstanding voting stock of which is registered in accordance

with the provisions of the Securities Act of 1933, as amended, and actively

trading on the New York Stock Exchange or another recognized, national

securities exchange (and for the purposes hereof, the term "voting stock" shall

refer to shares of stock regularly entitled to vote for the election of

directors of the corporation). In addition to the foregoing, Landlord's consent

shall not be required with regard to, and Landlord may not elect to terminate

this lease solely as a result of, any transfer of any shares of stock between

and among the current shareholders of Tenant and their families by gift, bequest

or inheritance to those persons or to any trust for their benefit.

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In the event the Tenant assigns this lease (which term shall include

the entering into of any management or similar control transferring agreement,

and also shall include the sale or transfer of stock or a change in control, as

aforesaid) or sublets the whole or any part of the demised premises (other than

as expressly herein permitted or with the Landlord's prior written consent), in

addition to and without limiting any of the Landlord's rights and remedies on

account of the resulting default hereunder by the Tenant, the Landlord shall

have the right, without regard to whether the Landlord's withholding its consent

to such assignment or subletting would be construed to be unreasonable, to

terminate this lease by giving the Tenant notice of the Landlord's desire so to

do, in which event this lease shall terminate on the date specified by the

Landlord in such notice all as if such date were the date specified in Section

1.1(d) hereof as the Expiration Date. In the event of any assignment or

subletting (other than as expressly hereinabove permitted to a wholly owned

subsidiary or immediate controlling corporation of the Tenant or with the

Landlord's prior written consent), the minimum rent shall be adjusted for the

balance of the term of this lease such that the minimum rent payable hereunder

shall thereafter be equal to the sum of (i) the greater of (a) the annual

minimum rent specified in Section 1.1(f) of this lease and (b) the annual

minimum rent payable pursuant to such assignment or sublease, and, in addition,

any lump sum or installment payments for the leasehold payable by such assignee

or sublessee shall be payable directly to the Landlord and not to the Tenant.

ARTICLE XI.

Other Banks

Section 11.1. The Tenant covenants and agrees (insofar as and to the

extent that it is lawful so to agree) that for the period commencing with the

execution of this lease and continuing for any an all option terms or extensions

of this lease, none of the Tenant, any partner in the Tenant, any of their

affiliated, parent or subsidiary companies, or any franchisee or licensee of any

of them, will operate, either directly or indirectly, another Savings Bank using

the same or a similar trade name to that under which the demised premises are

then being operated or selling primarily those items or conduction the same or

similar services as permitted hereunder to be sold from the demised premises

(including a department or concession in another store) of any kind, nature or

description within a reasonable area of the demised premises, without the prior

written consent of the Landlord, the Tenant acknowledging that the area within a

circle having as its center the demised premises and having a radius of one (1)

mile is a reasonable area for this purpose.

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ARTICLE XII.

Maintenance of Building, Etc.

Section 12.1. The Landlord agrees to keep in good order, condition, and

repair the roof, but not the roof of the drive through teller constructed by the

Tenant or the drive through teller area shown on the attached exhibit "A",

exterior portions of exterior walls, foundations and structural portions of the

demised premises and the plumbing, electrical and mechanical systems serving the

demised premises and located outside the demised premises to the extent, but

only to the extent, originally constructed by the Landlord (except glass and

glass windows and doors and the so-called store front, irrespective of which

party installed the same), except for any damage thereto caused by any act or

negligence of the Tenant, its employees, agents, licensees, or contractors. The

Landlord shall not be responsible to make any other improvements or repairs of

any kind upon the demised premises, except as provided in ARTICLES XVI and XVII

hereof.

Section 12.2. Except as specifically herein otherwise provided, the

Tenant agrees that from and after the date that possession of the demised

premises is delivered to the Tenant, and continuously thereafter until the end

of the term hereof, it will keep reasonably neat and clean and maintain in

reasonably good order, condition and repair, the demised premises and every part

thereof, including, without limitation, the store front and the exterior and

interior portions of all doors, windows, plate glass and showcases surrounding

the demised premises, the drive through teller(s), the driveway and area of the

drive through teller as shown on Exhibit A and included as part of the demised

premises for purposes of maintenance and insurance, ( Tenant's duty shall

include the obligation to use reasonable efforts to remove snow and ice from the

drive through teller area), the roof and roof structure over the drive through

teller(s), all plumbing and sewage facilities within the demised premises,

fixtures and interior walls, floors, ceilings, signs (including exterior signs

where permitted), and all wiring, electrical systems, interior building

appliances, HVAC systems and equipment, and similar equipment. With respect to

the HVAC system and equipment, the Tenant specifically agrees to maintain at all

times during the term of this lease the usual service contract with respect

thereto, furnishing evidence thereof (including renewals) to t