And Severance Agreement - FIRST IPSWICH BANCORP /MA - 3-30-2005 by FIWC-Agreements

VIEWS: 88 PAGES: 53

									Exhibit 10.13 NON-COMPETITION, CONFIDENTIALITY AND SEVERANCE AGREEMENT AGREEMENT made and entered into as of this 1st day of January, 2005 by and between The First National Bank of Ipswich, a national banking association having its principal place of business in Ipswich, Massachusetts ("Bank"), and Russell G. Cole of Kennebunk, Maine (the "Employee"). W I T N E S S E T H THAT: WHEREAS, Bank has offered to employ Employee as President of the Northern Division; and WHEREAS, the Employee desires to be so employed; NOW, THEREFORE, in consideration of and as a condition to such employment, and in consideration of the mutual promises and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Term; Not a Contract of Employment. The term of this Agreement commences on the date hereof and continues until termination of Employee's employment. This is not a contract of employment, and does not confer upon employee any right to employment or to continued employment. 2. Non-competition. At all times while the Employee is employed by the Bank, and for a period of one (1) year thereafter or the period (if any) during which the Bank is paying the Employee pursuant to Section 5 hereof, whichever is longer, the Employee shall not, directly or indirectly, as an employee of any person or entity (whether or not engaged in business for profit), individual proprietor, partner, stockholder, director, officer, joint venture, investor, lender or in any other capacity whatever (otherwise than as holder of less than ten (10) percent of any securities publicly traded in the market) compete with Bank or any subsidiary or affiliate of Bank in any city or town in which the Bank or any such subsidiary of the Bank operates a banking office or within any contiguous city or town. 3. No Solicitation of Employees. At all times while Employee is employed by the Bank, and for a period of one (1) year thereafter or the period (if any) during which the Bank is paying the Employee pursuant to Section 5 hereof, whichever is longer, the Employee shall not, directly or indirectly, employ, attempt to employ, recruit or otherwise solicit, induce or influence any employee of the Bank or any subsidiary or affiliate of Bank to leave his or her employment.

4. No Disclosure of Information. The Employee shall not at any time divulge, use, furnish, disclose or make accessible to anyone other than the Bank any knowledge or information with respect to confidential or secret data, procedures or techniques of the Bank, its subsidiaries or affiliates, provided, however, that nothing in this Section 4 shall prevent the disclosure by the Employee of any such information which at any time comes in to the public domain other than as a result of the violation of the terms of this Section 4 by the Employee or which is otherwise lawfully acquired by the Employee. 5. Payments Upon Termination by Bank other than for Cause following a Change in Control. If at any time during the term of this Agreement the employment of the Employee is terminated by the bank within 12 months following a Change in Control (as hereinafter defined) for any reason other than (i) for Cause (as defined below), or (ii) on account of Employee's death, disability or retirement, then in any such case the Bank shall continue to pay to the Employee, or to his personal representatives in case of his death, the Employee's base salary in effect as of the date of such termination (which shall not include any bonus) for a period equal to two (2) years from the date of such termination. A "Change in Control" shall occur if the Raymond Family shall cease to own, in the aggregate, at least 34% of the common stock of First Ipswich Bancorp ("Bancorp") or, if applicable, at least 34% of the common stock of the surviving entity in any merger, consolidation or reorganization to which Bancorp is a party, the entity to which all or substantially all of the assets of the Bank or Bancorp are sold, or the entity which assumes all or substantially all of the deposits of the Bank. The "Raymond Family" shall mean Neil St. John Raymond, his spouse, issue and their spouses, and trusts of which any of the described persons is a beneficiary, which shall include trusts or custodianship arrangements under retirement plans, and custodian, nominee, agency or similar arrangements created by or which benefit any of the described persons. Termination of the Employee's employment shall be "Cause" if: (i) The Employee is convicted by a court of competent jurisdiction of any criminal offense involving dishonesty or breach of trust; (ii) The Employee shall commit an act of fraud; (iii) The Employee refuses to perform the duties reasonably assigned to him by the Board of Directors of the Bank, which failure or breach continues for more than ten (10) days after written notice given to the Employee, such notice to set forth in reasonable detail the nature of such refusal; or (iv) The Employee engages in willful misconduct which is materially injurious to the Bank or its affiliates, monetarily or otherwise. 2

Notwithstanding any other term of this Agreement, the Employee agrees and acknowledges that the payments provided for in this Section 5 shall satisfy in full any and all obligations and liabilities of the Bank arising as a result of or in connection with the Employee's involuntary termination (other than for Cause). Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall obligate the Bank to make any payments that are otherwise prohibited by the laws and regulations applicable to national banks, including without limitation 12 C.F.R. Part 359; provided, however, that the Employee shall be entitled to payment to the extent and in the amount not otherwise prohibited by 12 C.F.R. Part 359. 6. Notices. Notices under this Agreement shall be in writing and shall be mailed by registered or certified mail, effective upon receipt, addressed as follows: (a) To the Bank: The First National Bank of Ipswich 31 Market Street Ipswich, Massachusetts 01938 Attention: Donald P. Gill, President (b) To the Employee: Russell G. Cole 121 Sea Road Kennebunk, ME 04043 Either party may by notice in writing change the address to which notices to it or him are to be addressed hereunder. 7. Miscellaneous. (a) Entire Agreement. This Agreement constitutes the entire Agreement between the parties concerning its subject matter and may not be changed except by a writing duly executed and delivered by the Bank and the Employee in the same manner as the Agreement. (b) Governing Law. This Agreement is governed by and shall be construed in accordance with the laws of the Commonwealth of Massachusetts. (c) Amendment. This Agreement may be amended or modified only by a written instrument signed by the Employee and by a duly authorized representative of the Bank. 3

(d) Enforceability. If any portion or provision of this Agreement shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of the Agreement, or the application of such portion or provisions in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. IN WITNESS WHEREOF, the parties hereto have executed the within instrument as a sealed document as of the date first above written.
Attest: The First National Bank of Ipswich

/s/ Tammy Hartmann -------------------------Clerk

By: /s/ Donald P. Gill -----------------------------------Donald P. Gill, President

/s/ Russell G. Cole -----------------------------------Russell G. Cole

4

Exhibit 10.14 [LETTERHEAD OF FIRST NATIONAL BANK OF IPSWICH] November 5, 2003 Mr. John T. Coughlin c/o PMC Realty Trust 239 Western Avenue Essex, MA 01929 Dear Mr. Coughlin: Regarding our lease agreement for 8-10 Martin Street, Essex, MA 01929 (Branch Office), please accept this letter as notification of our intent to extend the lease. According to paragraph I our lease for the first term expires on May 31, 2004. This should be construed as fulfilling the six month notification requirement. Should you have any questions, please free to contact me. Sincerely,
/s/ Don Gill cc: Dale McCalla John Doherty

[LETTERHEAD OF PMC REALTY TRUST] Commercial LEASE WITNESSTH, that PMC Realty Trust (hereinafter referred to as LESSOR) does hereby lease, demise and let unto The First National Bank of Ipswich (hereinafter referred to as LESSEE) the following described premises which are located in the building at 8-10 Martin Street, Essex, MA 01929 and the premises hereby leased are located at Unit 2-3 approximately 3,000 square feet. I. The term of this Lease shall be for a period of five (5) years, commencing on June 1, 1999 and ending on May 31, 2004. LESSEE shall have three (3), five (5) year options to renew, with 180 days written notice prior to expiration date. Providing LESSEE is in good standing with all terms and conditions of this Lease. II. During the term of this Lease, the LESSEE covenants and agrees to pay the LESSOR as rental, without prior notice and demand, yearly rent of Forty Five Thousand Dollars, $45,000.00, payable in equal monthly installments of Three Thousand Seven Hundred Fifty Dollars, $3,750.00, in advance of the first day of each month for the month then ensuing, the first of said payments to be due and payable on the execution of Lease. All rental payments shall be made to the LESSOR at 239 Western Avenue, Essex, Massachusetts or such other place as the LESSOR may from time to time designate in writing. III. The LESSEE further agrees that it will pay any and all taxes assessed against said premises for machinery, equipment and personal property in the premises, whether the tax bill is issued in the name of the LESSOR or the LESSEE. IV. The LESSEE will pay for all water charges, electricity, and any other utilities or services used in the premises. V. The LESSOR will make all repairs to the exterior of the building in which the hereby demised premises are located and the LESSEE will make all interior repairs, improvements or alteration which might be necessary and required in order to conduct the business of the LESSEE in the premises. However, it is understood and agreed that any improvements or alterations that are desired by the LESSEE will be effected only after notice to and written permission from the LESSOR. LESSEE is responsible for replacement of light bulbs. LESSEE further agrees to pay LESSOR as additional rent all sums due for repairs made to the demised premises, replacing of glass windows, doors, partitions, electric wiring and electric lamps etc., the keeping waste drain pipes open and repairs and replacement of wash basins and plumbing and heating apparatus, which are necessitated by or caused by misuse or abuse by LESSEE, as well as, for cleaning up premises, if required, upon vacating. The same shall by paid by LESSEE upon presentation of bills therefore. Maintenance of HVAC equipment shall be the responsibility of the LESSEE.

PMC REALTY TRUST - LEASE - PAGE 2 VI. In the event that during the term of the Lease herein mentioned any rule, regulation or law is adopted by any governmental agency requiring alterations, improvements, or additions to the premises then such alterations improvements or additions shall be made by LESSEE. VII. The LESSEE shall maintain with respect to the leased premises and the property of which the leased premises are a part, comprehensive public liability insurance in the amount of Five Hundred Thousand Dollars, $500,000.00, with property damage insurance in the limits of Fifty Thousand Dollars, $50,000.00, in responsible companies qualified to do business in Massachusetts and in good standing therein insuring the LESSOR, as well as, the LESSEE shall deposit with the LESSOR certificates for such insurance as or prior to the commencement of the term, and thereafter within thirty (30) days prior to the expiration of any such policies. All such insurance certificates shall provide that such policies shall not be canceled without at least ten (10) days prior written notice to each assured named therein. LESSEE will indemnify and hold LESSOR harmless, and LESSEE will also indemnify LESSOR for all costs and reasonable attorneys fees incurred by the LESSOR and necessitated by said claims, demand or actions. VIII. A policy of insurance evidencing such coverage shall be made available for LESSOR'S inspection and approval, which approval shall not be unreasonably withheld by LESSOR; such inspection to be made during the LESSEE'S normal business hours at the premises or at any other reasonable location by the LESSOR. IX. The LESSOR will remove all snow and ice accumulation from the sidewalks adjacent to the premises hereby leased and will defend and save the LESSEE harmless from any claims for injury to persons or damage to property arising out of a claim for snow and ice being on the sidewalks adjacent to the leased premises. X. The LESSEE will save the LESSOR harmless from all loss and damage occasioned by the use or escape of water upon said premises by bursting of pipes from any nuisance made or suffered on the premises, if said damage is occasioned by the LESSEE'S negligence.

PMC REALTY TRUST - LEASE - PAGE 3 XI. The LESSEE shall not overload or damage the said premises nor carry on any business which shall be deemed to constitute a nuisance or be unlawful, improper or contrary to any law of the Commonwealth of Massachusetts or any by-law of the Town or Essex or do any act which may make void or voidable any insurance, in the premises or building against fire. If because of the said premises, the LESSOR should be assessed any increase or extra insurance premiums payable for any insurance which is the result of a use of the premises by the LESSEE, then the LESSEE will pay such additional premium or cost of insurance. LESSEE agrees to reimburse LESSOR for said portions of said insurance premium, or premiums within (60) days of notice of said portion being furnished to LESSEE by LESSOR in writing each year. XII. Signage. LESSEE may use building and park directories at their cost. It is understood that exterior signage is important to the LESSEE. LESSOR will review all signage requests, LESSOR and will not withhold approval of signage. LESSOR will have final sign off on signage. LESSEE will obtain all permits and assume all costs. At the end of the lease, LESSEE will remove signage and restore building to original condition. It is agreed that last months deposit has been waived. All other payment terms will remain the same. XIII. The LESSEE covenants and agrees to pay the LESSOR upon execution of this Lease, an amount equal to one month's rental Three Thousand Seven Hundred Fifty Dollars, $3,750.00, as a security deposit as security for the full and faithful performance by the LESSEE of all the terms and conditions upon the LESSEE'S part to be performed, which sum shall be returned to the LESSEE within thirty (30) days of the expiration of this Lease, provided that the LESSEE has fully and faithfully carried out all the terms, covenants and conditions to be performed by it. XIV. The LESSEE will quit and deliver up the premises to the LESSOR, or its attorney, peaceably and quietly at the expiration of the terms herein, or any renewal hereof, in as good order and condition, reasonable use and wear thereof, fire and unavoidable casualties excepted, as the same are now in. XV. The LESSOR may, at reasonable times, enter to view the leased premises and to make repairs and alterations as the LESSOR may see fit to make, or to show the leased premises to others who may wish to lease or purchase.

PMC REALTY TRUST - LEASE - PAGE 4 XVI. The LESSEE at the expiration of said lease will remove its good and effects and all persons claiming under them and peaceably yield up to the LESSOR said premises and all erections, additions and improvements to said premises in good repair, order and condition in all respects, damages by fire or other avoidable casualty only excepted. However, no claim is to be made for furniture and fixtures of the LESSEE but if the LESSEE removes furniture and fixtures the LESSEE will repair all damages, holes, and other markings occasioned by the removal of said furniture and fixtures. XVII. In addition to all other costs hereunder, the LESSEE agrees to pay a pro-rated share of the LESSOR'S taxes on the building in which the premises are located, and a pro-rated cost of maintenance of said building insurance on said building and snow removal around said building as an additional rent. Said pro ration to be computed on a square footage basis. LESSOR may charge LESSEE monthly for said additional rent, based upon LESSOR'S estimates with a reconciliation at such time as the exact sums are known. XVIII. The LESSOR may give the LESSEE fifteen (15) days notice of intention to terminate this Lease in the event that: a. The LESSEE shall default in the payment of any installment of rent or other sum herein specified and such default shall continue for fifteen (15) days after written notice thereof; or b. The LESSEE shall default in the observance or performance of any other of the LESSEE'S covenants, agreements, or obligations hereunder and such default shall not be corrected within fifteen (15) days after written notice thereof; or c. The LESSEE shall be declared bankrupt or insolvent according to law or, of any assignment shall be made of LESSEE'S property for the benefit of creditors, then the LESSOR shall have the right thereafter, while such default continues, to re-enter and take complete possession of the leased premises, to declare the term of this lease ended, and remove the LESSEE'S effects, with prejudice to any remedies which might be otherwise used for arrears of rent or other default. The LESSEE shall indemnify the LESSOR against all loss of rent and other payments which the LESSOR may incur by reason of such termination during the residue of term. If the LESSEE shall default, after reasonable notice thereof, in the observance of performance under or by virtue of any of the provisions in any article of this lease, the LESSOR without being under any obligation to do so and without thereby waiving such default, may remedy such default for the account and at the expense of the LESSEE. If the LESSOR makes any expenditure or incurs any obligation, interest at the rate of twelve (12) percent per annum and costs, shall be paid to the LESSOR by the LESSEE as additional rent. d. If a dispute occurs between LESSOR and LESSEE Section XVIII a. and b. will not cause effect of default until dispute is resolved.

PMC REALTY TRUST - LEASE - PAGE 5 XIX. LESSEE covenants and agrees that all late payments shall bear a late charge at the rate of Twenty-Five Dollars, $25.00, commencing 10 days after the first day of the month. XX. The LESSEE agrees that it will not assign, pledge, encumber or otherwise convey this Lease, or any interest therein, nor shall the LESSEE sublease the leased premises or any part thereof without the LESSOR'S prior written consent, which shall not be unreasonably withheld. XXI. No modification, amendment, or alteration of this Lease shall be of any effect unless such modification, amendment, and/or alteration is in writing and signed by LESSOR and LESSEE. All notices hereunder shall be legally valid and sufficient if given in writing to LESSOR or LESSEE at the usual place of business or residence of LESSOR or LESSEE, in hand or by certified mail, return receipt requested. Notice shall be considered to have been given upon the date of delivery in hand or mailing. XXII. The lease shall be binding upon the parties hereto, and upon their respective heirs, successors and assigns. XXIII. The LESSEE covenants and agrees that all property of any kind that may be on the premises during the continuance of this Lease, shall be at the sole risk of the LESSEE, and that the LESSOR shall not be liable to the LESSEE or any other person for any injury, loss, or damages to property or to any person on the premises. IN WITNESS WHEREOF the parties have hereunto set their hands on this 10th day of June 1999.
LESSEE: /s/ Donald P. Gill -------------------Donald P. Gill President/Chief Executive Officer LESSOR: /s/ John T. Coughlin -------------------John T. Coughlin, Trustee

WITNESS: /s/ Tammy Hartmann --------------------

WITNESS: /s/ [ILLEGIBLE] ----------------------

[LETTERHEAD OF PMC REALTY TRUST] LEASE AMENDMENT WITNESS, that PMC Realty Trust (hereinafter referred to as LESSOR) does hereby amend the Lease date June 1, 1999 between LESSOR and the First National Bank of Ipswich (hereinafter referred to as LESSEE), covering Unit 2-3 consisting of approximately 3,000 square feet now deemed Unit 1 (entire first floor) consisting of 4,070 square feet located in the building at 8-10 Martin Street, Essex, MA 01929. Article II During the term of this Lease the LESSEE covenants and agrees to pay the LESSOR as rental, without prior notice and demand, the yearly rent of Sixty One Thousand Fifty Dollars and 00/100 ($61,050.00), payable in equal monthly installments of Five Thousand Eighty Eight Dollars and 00/100 ($5,088.00), in advance of the first day of each month for the month then ensuing, the first of said payments to be due and payable on execution of Lease. All rental payments shall be made to the LESSOR at 239 Western Avenue, Essex, Massachusetts or such other place as the LESSOR may from time to time designate in writing. All other terms and conditions of the original Lease and other Lease Amendments remain the same. IN WITNESS WHEREOF, the parties have unto set their hands on this 4th day of October, 2001.
LESSEE: /s/ Donald P. Gill -------------------Donald P. Gill President/Chief Executive Officer LESSOR: /s/ John T. Coughlin -------------------John T. Coughlin, Trustee

WITNESS: /s/ Michael J. Wolink --------------------

WITNESS: /s/ Dale A. Mitchell -------------------Dale A. Mitchell

No increase in security or last month's rent. Security Deposit = $1,561.85 Last Month Rent = $1,561.85

[COVER ARTWORK: HOUSES AND BOAT BESIDE RIVER] [LOGO] First Ipswich Bancorp Investing in relationships Annual Report 2004

The First National Bank of Ipswich was founded to be an independent, successful bank in the Essex County community. We exist because of our Board's leadership and the Bank's employees commitment to the community. We will flourish in the future by our ability to meet the challenges and respond to the opportunities of a changing marketplace, both within our historic banking area and beyond. Our mission is to obtain deposits from our customers, safeguard those funds, reinvest these funds wisely, provide attractive services for which we are fairly paid and provide a profit to our shareholders. We will strive to provide a work environment that challenges our employees and rewards commitment and excellence. We must promote community involvement at all levels; from our Board of Directors to the entire FNBI employee family. In summary, we will profitably strive to provide high quality service, distinctive products and convenient access to our existing customer base and to our new customers

[LOGO] First Ipswich Bancorp Investing in relationships FINANCIAL HIGHLIGHTS
At or for the year ended December 31, 2004 2003 2002 ----------------------------------------(In thousands, except per share data) FINANCIAL CONDITION DATA: Total assets Investment securities Loans Allowance for loan losses Deposits Borrowed funds Stockholders' equity Non-performing assets OPERATING DATA: Net interest income Provision (credit) for loan losses Total noninterest income Total noninterest expense Income before provision for taxes Provision (benefit) for income taxes Net income Diluted earnings per share Cash dividends per share SELECTED FINANCIAL RATIOS: Total risk-based capital Leverage ratio Net interest margin Net interest rate spread Return on average assets Return on average equity Non-performing assets to total assets

$ 387,180 195,353 170,223 1,340 254,842 103,851 19,818 --

$ 340,719 164,660 157,838 1,334 198,058 116,735 15,268 --

$303,505 144,141 137,836 1,384 189,808 88,632 14,008 --

$

10,755 45 3,401 13,773 338 (141) 479 0.25 0.05

$

10,225 (55) 4,234 11,541 2,973 931 2,042 1.13 0.05

$

8,981 50 3,751 10,284 2,398 732 1,666 0.93 0.05

11.58% 6.34 3.21 3.00 0.13 2.79 0.00

13.64% 5.99 3.43 3.21 0.64 13.96 0.00

14.81% 6.31 3.91 3.61 0.66 12.87 0.00

DEAR SHAREHOLDERS, CUSTOMERS AND FRIENDS: The year 2004 was a very exciting period for our institution. Several major initiatives which were on the drawing board and under development during the preceding year were implemented throughout 2004. These initiatives included: o The acquisition of a branch in Cambridge, Massachusetts, from the Atlantic Bank of New York at the end of the first quarter. o The opening of our twelfth branch in Beverly, Massachusetts in May. o The completion of a successful stock offering at the end of the second quarter in which we sold all 300,000 shares of the offering. o The acquisition of The de Burlo Group by our new subsidiary, Ipswich Capital Investment Corporation (ICIC), in December. This is Ipswich Capital Investment Corporation's first acquisition. o The recent opening of a Loan Production office in downtown Portsmouth. This marks the implementation of the Portsmouth, New Hampshire business plan which we developed during the third quarter of 2004. While these initiatives were progressing, the banking industry as a whole was confronting a business cycle which we have not had to face for some time. Shrinking margins have put a squeeze on earnings. These shrinking margins, combined with the costs associated with our 2004 initiatives, are the primary causes of our lower earnings for 2004. [ARTWORK: TREES WITH STREAM AND FOOTBRIDGE] 1

As noted in prior quarterly reports, the proceeds of our stock offering were intended to be used for branch expansion and the acquisition of an investment advisory firm. As you can see from our 2004 initiatives, the capital obtained from this offering was utilized as we predicted. Historically our business plan has been to develop a sound infrastructure with long-term earnings potential and revenue streams that will contribute to the bottom line. With shrinking margins, we anticipate the new product lines that we have added over the past few years will result in stable earnings during challenging business cycles. Our financial results generally followed the same lines of the past several years. Earnings, which were lower than the previous year for the first time in the past six years, were affected by the initiatives we completed in 2004. On the positive side, assets continued to grow by over 13%, reaching an all time high of $387 million. Similarly, loans grew by nearly 8% to their highest level of nearly $169 million. Finally, deposit balances rose to their highest level ever of nearly $255 million, a 29% increase that reflects our branch expansion program of the past several years. We are proud of our staff's commitment to the communities we serve. We believe the results of this dedication can be seen in our growth over the past several years. As a community bank, we recognize the need to continue to grow and offer new products and services if we are going to succeed in this competitive environment. Over the past several years, including this past year, the development of a sound infrastructure has been at the core of our business plan. The Board of Directors and management believe that the initiatives completed over the past several years are essential to ensure the long-term strength of our institution. We are proud of our staff's commitment to the communities we serve. We believe the results of this dedication can be seen in our growth over the past several years. We look forward with confidence to continuing this path, while bringing the highest level of service to our customers and ongoing value to our shareholders.
/s/ Neil St. John Raymond Neil St. John Raymond Chairman of the Board /s/ Donald P. Gill Donald P. Gill President & CEO

[ARTWORK: FOREST OVERLOOKING WATER] 2

ANY BANK CAN GIVE YOU INTEREST ON YOUR MONEY. WE BELIEVE IT'S JUST AS IMPORTANT TO TAKE AN INTEREST IN YOUR COMMUNITY. Throughout our 113 year history, The First National Bank of Ipswich has been committed to investing in the communities it serves. Proud to be a part of these communities we are continuously working together with local organizations, businesses, friends and neighbors. All of these components have contributed to the growth of these communities and The First National Bank of Ipswich. We believe in and encourage our employees to participate by volunteering their time to work with and be a part of the local organizations. The bank's financial support combined with our employee dedication to local organizations and local events makes for a powerful combination bringing communities together and building lasting relationships. Adult Learning Center - Gloucester American Cancer Society Beverly Bootstraps Beverly Chapter American Red Cross Beverly Hospital Boys & Girls Club of Greater Derry Cape Ann Chamber of Commerce Cuvilly Arts & Earth Center, Ipswich, MA Day by Day Adult Day Care Greater Derry Rotary Essex County Greenbelt Essex Holiday Festival Essex Lion Club Essex Middle School Essex National Heritage Commission Essex Police Benevolent Association Essex PTO Essex Shipbuilding Museum First Congregational Church Fishtown Horribles Parade Gloucester High School Lacrosse Gloucester High School Hockey Gloucester Pride Stride Gloucester Rotary Gloucester Santa Parade Gloucester Seafood Festival Gloucester WWII Memorial Greater Derry Chamber of Commerce Greater Newburyport Chapter American Red Cross Greater Salem Chamber of Commerce Harlequin Theatre, Inc. Hugs Not Drugs International Dory Races Ipswich Cultural Society Ipswich Dance Foundation Ipswich Family YMCA-Partner with Youth Ipswich High School Ipswich Historical Society Ipswich Holiday Happenings Ipswich Little League Ipswich Middle School After School Program Ipswich Music, Art & Drama Association Ipswich Rotary Club Joseph McGrath Foundation L. Dexter Woodman Scholarship Fund Literacy Education Foundation, Inc. Londonderry Old Home Days Londonderry Rotary Club Manchester/Essex Regional High School Muscular Dystrophy Association Newburyport Business Circle Merchants Chamber Newburyport Chamber of Commerce Newburyport High School Newburyport YMCA North Shore Chamber of Commerce North Shore Community Mediation North Shore Youth Symphony, Inc. Nutfield YMCA Open Door Cape Ann Food Pantry, Inc. Pathways for Children Plum Island Community Airfield Respond, Inc.

Rowley Grange Rowley Little League Rowley Public Education Fund Rowley Public Library S. A. F. E Studios Sts. Constantine & Helen Church Scholarship Salem New Hampshire High School Senior Care Meals on Wheels St. Peter's Fiesta Topsfield Fair The Jimmy Fund The North Shore Music Theatre The Women's Crisis Center, Inc. Triton School Wenham Museum Windrush Wellspring House, Inc. West Parish School Winthrop School Yankee Clipper Council of the Boy Scouts 3

[ARTWORK: RURAL SCENE WITH HOUSE AND TREES NEAR ROAD] At the turn of the twentieth century Ipswich was home to several nationally known artists. Many of these artists were trained at the Academie Julian in Paris, France, but by the early 1900s they had settled in Ipswich. They were landscape painters for the most part and were attracted to Ipswich for its open marshes and winding river, its broad meadows and graceful hills. In this report, two of these artists are featured, Henry Rodman Kenyon (1861-1926) and Francis Henry Richardson (1859-1934).
COVER: Along Ipswich River or Turkey Shore, oil on canvas Henry Rodman Kenyon November Morning, Ipswich Francis Henry Richardson Untitled Henry Rodman Kenyon Lakeman's Lane, Ipswich, oil on canvas Francis Henry Richardson

PAGE 1:

PAGE 2:

PAGE 4:

Thank you to Stephanie Gaskins, Meredith Drinkwater & Elizabeth Rogers for the privilege of using these photos. 4

[LOGO] First Ipswich Bancorp Investing in relationships

[LOGO] First Ipswich Bancorp Investing in relationships FIRST IPSWICH BANCORP OFFICERS Neil St. John Raymond Chairman of the Board Donald P. Gill President and Chief Executive Officer Michael J. Wolnik Treasurer Tammy A. Hartmann Clerk THE FIRST NATIONAL BANK OF IPSWICH OFFICERS Neil St. John Raymond Chairman of the Board Donald P. Gill President and Chief Executive Officer Russell G. Cole President, Northern Division Peter M. Whitman President, Ipswich Capital Investment Corp. Priscilla A. Cubelli Senior Vice President, Sr. Trust Officer Jay P. DiIorio Senior Vice President, Sr. Lending Officer Dale H. McCalla Senior Vice President, Security/Facilities Michael J. Wolnik Senior Vice President, Chief Financial Officer Melinda Babson Vice President, Credit Administration Maryjon Brett Vice President, Systems Janice M. Costa Vice President, Retail Banking John J. Doherty Vice President, Controller Linda K. Dumais

Vice President, Residential Lending Michael Duval Vice President, Commercial Lending Timothy P. Goland Vice President, Investment Executive Carol A. Grimes Vice President, Credit Analyst Joanne D. Lattanzi Vice President, Marketing Nancy A. Lowell Vice President, Human Resources Lawrence E. Luckom Vice President, Internet Banking John R. Macomber Vice President, Commercial Lending Francis A. McGrane Vice President, Commercial Lending Robert R. McLean Vice President, Commercial Lending Christine J. Costa Assistant Vice President, Retail Banking Heidi Jackson Dean Assistant Vice President, Retail Banking Mary Foote-Hill Assistant Vice President, Retail Banking Dylan H. Jones Assistant Vice President, Commercial Lending Pamela P. Karalis Assistant Vice President, Retail Banking Marie McDermet Assistant Vice President, Construction Lending Bruce P. Macdonald Assistant Vice President, Retail Banking Cynthia A. Patton Assistant Vice President, Loan Operations Esther Pinto Assistant Vice President, Deposit Operations Rebecca A. Sumner Assistant Vice President, Retail Banking

Jane R. Yandell Assistant Vice President, Retail Banking Christine Teel Assistant Controller Kathleen M. Carlton Compliance Officer Christine A. Drew Assistant Trust Officer Thomas A. Jasalavich Trust Operations Officer John K. Jodrie Information Technology Officer Elizabeth J. LaSpina Training Officer

[LOGO] First Ipswich Bancorp Investing in relationships BOARD OF DIRECTORS Neil St. John Raymond, Chairman of the Board, First Ipswich Bancorp and The First National Bank of Ipswich, President, Raymond Property Company Robert R. Borden, III, President & CEO, LandVest, Inc. Timothy R. Collins, President, EBSCO Publishing Franz Colloredo-Mansfeld, President & CEO, Cabot Properties, Inc. John Coughlin, President, Quinn Bros., Inc. Stephanie R. Gaskins, Retired Donald P. Gill, President & Chief Executive Officer, First Ipswich Bancorp and The First National Bank of Ipswich Fitz O. Lufkin, Jr., President, Fitz Lufkin Realtors Peter A. Maistrellis, President, Ipswich Maritime Products, Inc. H. A. Patrican, Jr., President, Ipswich Bay Glass Company, Inc. Neil St. John Raymond, Jr., Project Manager, Raymond Property Company William J. Tinti, Attorney, Tinti, Quinn, Grover & Frey BOARD OF ADVISORS Marina Aggelakis Tony Annis Charles T. Barney John J. Bruni Dennis Cameron Jeffrey Clark John J. Collins Jay Coughlin Richard A. Delisle James Engel James Foley Howard R. Hill Harry Lampropoulos Jane McNally Robert McNeil Edwin Perkins Rev. Merle Pimentel

Peg Stacey Catherine Stanley Paul Surpitski Hubert Tougas ACCESSING INFORMATION All of the Company's public filings with the SEC, such as the Annual Report on Form 10-KSB or Quarterly Report on Form 10-QSB, are available at the SEC website: www.sec.gov. Copies of the Company's SEC filings, this Annual Report to Shareholders, and additional information about the Company, its products, and markets it serves may be obtained upon written request to our office of Investor Relations. INVESTOR RELATIONS Tammy Hartmann Investor Relations First Ipswich Bancorp 31 Market Street Ipswich, MA 01938 Telephone: (978) 356-8120 (800) 356-2525 TRANSFER AGENT Bancorp operates as its own transfer agent. Please contact our office of Investor Relations. LEGAL COUNSEL Craig & Macauley, P.C. Federal Reserve Plaza Boston, MA 02210 (617) 367-9500 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Wolf & Company, P.C. 99 High Street Boston, MA 02110 (617) 439-9700 ANNUAL MEETING The Annual Meeting of Shareholders will be held April 13, 2005 at 8:30 a.m. at Turner Hill, 251 Topsfield Road, Ipswich, MA 01938 CORPORATE HEADQUARTERS First Ipswich Bancorp 31 Market Street Ipswich, MA 01938 Telephone: (800) 356-2525 www.fnbi.com SHAREHOLDER INFORMATION The common stock of the Company has been quoted on the NASD Over-the-Counter Bulletin Board since August 24, 2004 under the symbol "FIWC." As of March 15, 2005, there were 408 stockholders of record (excluding the number of persons or entities holding the stock in street name through brokerage firms).

[LOGO] First Ipswich Bancorp Investing in relationships MASSACHUSETTS Main Office 31 Market Street Ipswich, MA 01938 Beverly 588 Cabot Street Beverly, MA 01915 Cambridge 2067 Massachusetts Avenue Cambridge, MA 02140 Essex 8-10 Martin Street Essex, MA 01929 Gloucester 207 Main Street Gloucester, MA 01930 Newburyport 155 State Street Newburyport, MA 01950 Rowley 167 Main Street Rowley, MA 01969 Rowley Rte 1 144 Newburyport Turnpike Rowley, MA 01969 NEW HAMPSHIRE Londonderry 23 Orchard View Drive Londonderry, NH 03053 Manchester 300 Keller Street Manchester, NH 03103 (located in Wal*Mart) Newington 2200 Woodbury Avenue Newington, NH 03801 (located in Wal*Mart) Loan Production Office 155 Fleet Street Portsmouth, NH 03801 Salem 300-344 North Broadway

Salem, NH 03079 (located in Wal*Mart) 800 356-2525 www.fnbi.com [FDIC LOGO] Member FDIC

Exhibit 14.1 CODE OF ETHICS First Ipswich Bancorp and The First National Bank of Ipswich Adopted by the Board of Directors on March 23, 2005

Table of Contents Introduction...................................................................1 Definitions....................................................................1 Political Contributions/Corporate Payments.....................................2 Investments....................................................................3 Confidentiality of Records and Information.....................................4 Integrity of the Company's and the Bank's Records and Systems..................5 Media Inquiries................................................................6 Conflicts of Interest..........................................................6 Loans, Gifts, Fees and Legacies................................................9 Drug, Alcohol and Smoke-Free Workplace........................................10 Corporate Conduct.............................................................10 Employee Conduct..............................................................12 Purchased Services............................................................14 Employment of Relatives.......................................................14 Violations....................................................................14 Harassment Policy.....................................................Appendix A Bank Bribery Act and Conflicts of Interest Policy.....................Appendix B Directors', Officers' and Employees' Acknowledgement and Certification...............................................................19

A BANKER'S PROFESSIONAL CODE OF ETHICS A. Introduction First Ipswich Bancorp (the "Company") and The First National Bank of Ipswich (the "Bank") are dedicated to the highest standards of integrity and ethics. Personal integrity and moral fiber are as important as technical competence and work ethic in advancement of the Company and the Bank. The highest trust, confidence and responsibility is placed in each person. The Company and the Bank believe in each employee's fundamental honesty and integrity in daily relations with customers, the public and fellow employees. The Company and the Bank will not tolerate employees who achieve results by violating laws or being involved in dishonest or unscrupulous business dealings or who jeopardize our reputation. On the other hand, the Company and the Bank fully support an employee who passes up an opportunity or advantage that could only be secured at the sacrifice of the Company's, the Bank's, or the employee's principles. Personal integrity and honesty demand an atmosphere that fosters personal candor, and maintaining that atmosphere is a high priority within the Company and the Bank. If any employee has knowledge of apparent violations of this Code of Ethics (the "Code"), or of any questionable actions affecting the Company or the Bank, they are urged to report it to the Designated Bank Official, or, if they are not comfortable reporting such concerns to the Designated Bank Official, then to the Company's Audit Committee of the Board of Directors. Both the Designated Bank Official and the Audit Committee, collectively or separately, are responsible for investigating such matters, and can do so without arousing suspicion or casting aspersions on the character and reputation of the person in question. By going directly to the Designated Bank Official or the Audit Committee and explaining the circumstances of the suspicious activity, the reputations of the reporting employee and any other person are protected if the suspicion turns out to be a misunderstanding or the transaction in question is not against policy. Employees should make such a report in the way that makes them most comfortable, whether in writing or orally. The identity of employees who report such information is confidential and no reprisal may or will be taken against them. Any reprisal would itself be a breach of the Code. Violation of this Code is grounds for disciplinary action up to and including termination of employment, or, in the case of Directors and Trustees, removal from service. Such action is in addition to any civil or criminal liability which might be imposed by Federal or State regulatory agencies or courts. Additional guidance and assistance for avoiding violations of the policies expressed in this Code is available through the Company's and the Bank's Employee Handbook approved by the Company's Board of Directors. B. Definitions 1. "Company" means First Ipswich Bancorp and any majority-owned, non-bank subsidiary thereof. 2. "Bank" means The First National Bank of Ipswich and its majority-owned subsidiaries. 1

3. "Company Official" means any employee, director/trustee or officer of the Company, or any employee, director/trustee or officer of any majority-owned non-bank subsidiary of the Company. 4. "Bank Official" means any Bank employee, director or officer, or any employee, director or officer of any majority-owned subsidiary of the Bank. 5. "Employee" means any person who is currently on the payroll of the Company or the Bank for whom the Company or the Bank is required to file an Internal Revenue Service Form #01, or who is currently on the payroll of any majority-owned non-bank subsidiary of the Company or a majority-owned subsidiary of the Bank and for whom such subsidiary is required to file an Internal Revenue Service Form W-2. 6. "Designated Bank Official" means the officer of the Bank who is designated by the Chief Executive Officer to receive and review reports filed and to make determinations as provided in this Policy Statement. The current Designated Bank Official is Nancy A. Lowell, Vice President Human Resources. C. Political Contributions/Corporate Payments 1. Federal and State Prohibitions Federal and state laws prohibit the Company or the Bank from contributing corporate funds or property in support of a political party or a candidate for public office. Similarly, neither the Company nor the Bank may compensate Employees for time so dedicated (i.e., normal working hours). It should be clearly understood that no action is to be undertaken for the perceived benefit of the Company or the Bank if the Company or the Bank could not legally take such action directly. (See Federal Campaign Act of 1971, 29 U.S.C. ss. 593 et seq.) Questions as to the propriety of any action that may involve a political candidate or campaign should be discussed with the Designated Bank Official before any steps are taken that may involve any Company or Bank Official or the Company or the Bank in a possible violation of the law. 2. Prohibition Against Favored Business Treatment It is contrary to the Company's and the Bank's policy and intent to encourage or permit either directly or indirectly the payment of funds of the Company or Bank or use of property of the Company or Bank to secure favored business treatment for the Company or Bank. This policy applies to Company and Bank transactions with governmental as well as non-governmental parties. 3. Ordinary and Necessary Travel and Entertainment Expenses Expenses for travel and entertainment incurred on behalf of the Company or the Bank should be ordinary and necessary to accomplish a business purpose and be documented in conformity with the established requirements for reimbursement. After incurring such expenses, a Company or Bank Official, must obtain the 2

approval of such expenses, as applicable, of the Chief Financial Officer of the Company or the Bank. 4. Bank Disbursements Other than as an approved signature authority, no Bank Official shall control disbursements from a branch of the Bank or its subsidiaries. Further, disbursements shall be only for legitimate Bank purposes, and each shall be clearly disclosed in the financial records. 5. Company Disbursements Other than as an approved signature authority, no Company Official shall control disbursements from the Company's accounts. Further, disbursements shall be only for legitimate purposes of the Company and each shall be clearly disclosed in the financial records. D. Investments The investment of personal funds as a way to participate in the growth of the economy and to provide for the future is proper and worthwhile. However, Company and Bank Officials must be aware that personal financial affairs reflect to the public the character of the organization. The following standards are guides to minimize the risks that may arise from the way investments are selected and financed: 1. Although the choice of investments is a personal matter, the nature of a Company or a Bank Official's position with the Bank requires adherence to an appropriate and prudent investment policy. For additional guidance on personal investing by Officers, see the Company's Insider Trading Policy (the "Insider Trading Policy"). 2. In-and-out trading (day-trading) and speculative trading involve a degree of risk that may embarrass both the individual and the organization. Such trading is not consistent with the personal conduct expected of Company and Bank Officials. Further, employees of the Company and the Bank should be aware that maintaining margin accounts in connection with trading mutual funds or other securities involves heightened risk and is generally regarded by bank regulatory agencies as non-advisable for employees of financial institutions. The same position is taken with respect to securities lending by Company or Bank Officials. 3. The selection of a brokerage firm is a personal decision. Contact with brokers during business hours should be kept to a minimum and must not interfere with one's normal duties. 4. Information provided by customers in the normal course of business that is not available to the general public is confidential and must be held inviolate. Such information must never be disclosed to unauthorized persons or used as a basis for personal investment decisions. The Employee Handbook describes confidential information in greater detail. 3

5. Investments by Company or Bank Officials who have knowledge of the Bank's borrowers' relationships in securities issued by the Bank's borrowers must be promptly reported, in writing, to the Designated Bank Official, and may be made only in conformity with the restrictions of state and federal securities laws applicable to purchases and sales of securities by "insiders." See the Insider Trading Policy for details on reporting such purchases and a copy of the reporting form. E. Confidentiality of Records and Information 1. Customer Information All relationships between the Company or Bank and its customers are confidential. All Company and Bank records containing personal data on Company or Bank customers are confidential. As such, they are to be carefully safeguarded and kept current, relevant, and accurate. They should be disclosed only to authorized Company or Bank personnel having a "need to know," or pursuant to lawful process in accordance with Bank procedures governing the permissibility and means of disclosure. Such information should not be disclosed to third parties except as expressly permitted in Company and Bank procedures or if the Company or Bank becomes legally obligated to do so. Should you have any questions about disclosure, consult with your manager before disclosing. All Bank Officials should use care not to discuss Bank business in any place or manner that risks violation of the confidentiality of customer information. Employees need to conduct business transactions for customers in a professional manner that maintains customer confidentiality on all levels. This includes refraining from gossip about customers and their accounts, commenting on their business transactions, and speaking in a loud voice so that Employees and customers can hear personal information. Information acquired during the course of employment about suppliers of the Bank or Company is to be used solely for purposes of the Bank or Company and not as a basis for furthering a private interest, gossip or as a means of making a profit. 2. Information of the Company and Bank Information about the Company and the Bank and their respective plans, financial condition, and business, other than reports required to be made public, is confidential and may not be disclosed to unauthorized persons. Company and Bank Officials should use care not to discuss the Company's or the Bank's business in any place or manner that would in any way impair the Company's or the Bank's competitive position. Financial information about the Company and the Bank is not to be given to persons outside the Company or the Bank unless it has been previously reported publicly. No Company or Bank information, including without limitation, documents, notes, files, records, oral information, computer files or similar materials (except in the ordinary course of performing duties on behalf of the Company or Bank) may be removed from the Company's or Bank's premises without permission Company or Bank. Disclosure of information by an Employee to other Employees should be on a need-to-know basis for business purposes only. 4

F. Integrity of the Company's and the Bank's Records and Systems 1. Business Records. The business records of the Company and the Bank are of critical importance to meeting all relevant financial, legal and management obligations. All reports, vouchers, bills, payroll and service records, account records, measurement and performance records, transaction records, and other essential data must always be input or prepared accurately, reliably, and with care and honesty in a timely manner. 2. False or Misleading Reports There is no excuse for a deliberately false or misleading report or record. Certain business record offenses, including, without limitation, falsification of time sheets to obtain payment for time not worked, willful, unauthorized destruction or alteration of accounts, records or memoranda, and willfully making false entries or failing to make correct entries, are cause for immediate dismissal. 3. Regulatory Record Keeping Requirements The Company's records are maintained in accordance with any applicable rules of the Board of Governors of the Federal Reserve System and the Securities and Exchange Commission. Bank records are maintained in accordance with the rules of the Office of the Comptroller of the Currency ("OCC"). Some government agencies require that certain records be retained for specific periods of time. Other records and documents may have to be held in connection with court and regulatory proceedings, or for other specific business purposes. Records should therefore be kept in accordance with these requirements and destroyed only with the Company's or the Bank's authorization. 4. Business Transaction Reporting All Company and Bank Officials are responsible for following the Company's and the Bank's procedures and policies for reporting business transactions, including appropriate authorization requirements and internal accounting controls, in order that: Transactions are carried out in an authorized manner; Transactions are reported and recorded to permit correct preparation of required reports and financial statements, and to maintain accurate records of assets; Access to assets and supplies is in accordance with management's authorization; and Inventories of assets and supplies are taken periodically, and appropriate action taken to correct discrepancies. 5

If, in the course of performing his or her duties, an Employee identifies any circumstances which appear to violate the norms of sound and prudent business or the substance of this Code, it is that Employee's responsibility to promptly call the circumstances to the attention of the Designated Bank Official, an impartial senior officer or the Company's Audit Committee. Reports by Employees of suspicious or unusual activities or transactions may be submitted in oral or written form. The Company or the Bank will make reasonable efforts to treat such matters on a confidential basis if the reporting Employee so requests, although neither the Company nor the Bank can assure complete confidentiality in light of responsibilities to government agencies and the interest in investigating such matters. Such reports may also be submitted anonymously. Employees will not be subject to reprisals or other adverse action for truthfully and confidentially reporting suspicious or unusual activities or transactions as provided in this paragraph. Each Employee's duty to report suspicious circumstances is set forth in section J, Employee Conduct, subparagraph 2, Suspicious Activities Reports. G. Media Inquiries In general, the Company and the Bank have good relationships with the news media and cooperate with the media in order to provide the public with information about the Company and the Bank. The Chief Executive Officer has primary responsibility for responding to inquiries from the news media. Occasionally, a Company or Bank Official may receive a visit or a call from a reporter inquiring about some aspect of the affairs of the Company or the Bank. It is the Company's and the Bank's policy that all inquiries from the news media must be referred to the Chief Executive Officer or spokesperson designated by the CEO. The only exception to this policy is in cases of questions from the news media asking for factual information about Bank services. If a reporter asks, for example, what the Bank's current rate of interest is on a regular savings account, a Bank Official should inform the Chief Executive Officer of the reporter's call, as it could lead to an opportunity for more complete coverage of the Bank's services or activities. H. Conflicts of Interest 1. Conflicts of Interest Prohibited a) Personal or Business Affairs Company and Bank Officials shall not conduct their personal or business affairs in a manner that places their professional, business or financial interests in conflict with the interests of the Company or the Bank. Nor shall Company or Bank Officials, in connection with the business of the Company or the Bank or their other interests, engage or attempt to engage in self-dealing or otherwise trade or seek to trade on their positions with the Company or the Bank. Nor shall Company or Bank Officials accept from a supplier, customer, or other person or company doing or seeking to do business with the Company or the Bank a business opportunity not available to other persons or that is made available because of such Official's position with the Company or the Bank. Company and Bank Officials are prohibited from accepting loans from Bank customers or suppliers. This prohibition does not apply, however, to loans from banks or other financial institutions on customary terms to finance proper credit needs. 6

In addition, Company and Bank Officials will refuse any legacy or bequest of an estate or trust of a Bank customer except where the customer is a close relative of the Company or Bank Official, or where it is determined to be a unique opportunity and it does not lend itself to impropriety. The Chief Executive Officer and the Human Resources Officer will determine whether exceptions to this rule should be made available in each case. To the extent that Bank Officials are named in instruments executed by current or former customers of the bank, such as wills or trusts, to act in a fiduciary capacity for which the Trust Department of the Bank offers such a service, it is the Bank's policy that upon accepting any such appointment the employee must retain the Trust Department as agent, and any fees due such Bank Official will be paid over the bank as agency fees. This policy also applies to Bank Officials who subsequently retire to the extent that the retiree was a Bank Official at the time the instrument which names the retiree was executed, and also to the extent that a retiree was named by a person who was a customer of the Bank at the time the instrument was executed. An exception to this policy is for Bank Officials or retired Bank Officials appointed by a relative. The Bank's President and Trust Committee must approve other exceptions. It is improper for a Bank Employees to invest in a customer's business unless the interest is acquired through an organized exchange, and the bank employee has no access to confidential or inside information. Bank Employees are prohibited from enabling others to invest in a customer's business by conveying material inside information about the Company, the Bank or any customer or supplier. (b) Relationships with Correspondent Banks Under Title VIII of the Financial Institutions Regulatory and Interest Rate Control Act of 1978 (12 U.S.C. ss. 1972(2)), all members of senior management are required to file with the Bank an annual disclosure statement of transactions with correspondent banks of The First National Bank of Ipswich. (c) Management Interlocks Under the Depository Institution Management Interlocks Act (12 U.S.C. ss. 3202), all members of senior management, Company or Bank Officials or Employees, are prohibited from serving as management officials of any other depository institution or depository holding company that is not affiliated with the Company or the Bank and is located within either: (i) the same primary metropolitan statistical area, the same metropolitan statistical area, or the same consolidated metropolitan statistical area that is not comprised of designated primary metropolitan statistical areas as defined by the Office of Management and Budget, except in the case of depository institutions with less than $20,000,000 in assets in which case the provision of paragraph (2) shall apply, as that in which an office of the other institution or any depository institution that is an affiliate of such other institution is located, or 7

(ii) the same city, town, or village as that in which an office of the other institution or any depository institution that is an affiliate of such other institution is located, or in any city, town, or village contiguous or adjacent thereto. (d) Self-Dealing There should be sensitivity to possible criticism of the Company or the Bank or Employees on the grounds of self-dealing for personal advantage. For this reason, no Company or Bank Official may purchase any property directly or indirectly (other than obsolete office equipment and similar items on terms and subject to conditions approved in advance by the Chief Executive Officer) from the Company or the Bank. This includes premises and equipment of the Company or the Bank, or collateral disposed of in settlement of obligation or property held as a fiduciary. (e) Outside Employment or Activity Any Company or Bank Official who engages in or intends to engage in outside employment or activity has the responsibility to consult with the Designated Bank Official, in advance, as to whether such employment or activity will result in or create an appearance of a conflict of interest with the Official's duties and responsibilities. A Company or Bank Official may not accept a directorship of another corporation without approval of the Bank's President. Charitable and non-profit organizations may be exceptions to this general policy. Such appointments should be reported to the Human Resources Officer, as well as the Bank's President. 2. Business Affiliations Neither Company nor Bank Officials should commence or continue any relationships with outsiders that might, even by implication, cause embarrassment to them or impair the Company's or Bank's best interests or public position. Company or Bank Officials are to avoid conflicts involving business opportunities which come to their attention as a result of their duties with the Company or the Bank. Periodically, the Designated Bank Official will distribute a questionnaire dealing with outside business affiliations to be completed and returned as instructed. 3. Extensions of Credit State and Federal laws and regulations impose various restrictions and reporting and recordkeeping requirements on extensions of credit to certain Company or Bank Officials and their related interests. Company and Bank Officials are responsible for complying with all such regulatory restrictions and reporting and recordkeeping requirements. Any questions concerning these restrictions and reporting and recordkeeping requirements should be directed to the Designated Bank Official. 8

4. Reporting Requirements Company and Bank Officials shall promptly advise the Designated Bank Official of all potential conflicts of interest, including those in which they are inadvertently placed due to either personal or business relationships with customers, suppliers, business associates, or competitors of the Bank. The information shall include all relevant facts and the specific steps taken by the advising Company or Bank Official to avoid an actual conflict of interest with the Company or the Bank. The Designated Bank Official shall retain the information. I. Loans, Gifts, Fees and Legacies. Employees may not accept a loan from a Bank or Company customer or supplier. This prohibition does not apply to loans from banks or other financial institutions on customary terms to finance proper credit needs. Bank Employees may not accept anything of value for making a loan. See Appendix B for the complete Bank Bribery Act. Bank Employees may not accept a fee for performance of any business transaction that the Bank could have performed or that a Bank Employee performs as part of his or her normal job. Examples of services for which charging a fee is prohibited are: personally accepting a notary fee when completing a transaction for a Bank customer during business hours of the Bank, and balancing a customer's checkbook and personally accepting payment. Employees may not accept gifts from customers or suppliers or from any other person or business seeking a business or supplier relationship with this bank. This prohibition does not apply to gifts from relatives, food or entertainment at a luncheon or business meeting, advertising or promotional materials of nominal value, awards by civic or charitable organizations or gifts of nominal value. Nominal value is a value that would be within the ability of the officer to reciprocate on a personal basis or would create a legitimate claim for reimbursement under similar circumstance. The Crime Control Act of 1984 makes it a felony for a bank (or bank holding company) employee to accept gifts in exchange for favorable treatment in bank transactions. Under Comptroller of the Currency guidelines, it is a felony to accept gifts having values of $100 or more; and a misdemeanor for accepting smaller gifts. For purposes of this paragraph nominal value is $50. Gifts of nominal value do not include cash, the acceptance of which is prohibited. Please refer to The Bank Bribery Act and Conflicts of Interest Policy in Appendix B. Bank Employees may not sell anything to a customer at a value in excess of its worth nor purchase anything from a customer at a value below its worth. Please refer to The Bank Bribery Act and Conflicts of Interest Policy in Appendix B. Bank Employees will refuse any legacy or bequest of an estate or trust of a Bank customer except where the customer is a close relative of the Employee or where it is determined to be a unique situation and it does not lend itself to impropriety. The President of the Bank and Human Resources will make the determination of what is an acceptable exception. 9

Bank Employees may not do indirectly what they are prohibited from doing directly. This includes but is not limited to a Bank Employee arranging to have a member of his or her family accept a gift from a customer. Bank Employees should decline any gift when there would be even the slightest implication of influence on future business dealing or appearance of impropriety. J. Drug, Alcohol and Smoke-Free Workplace The bank subscribes to and endorses an alcohol, drug and smoking policy founded on the principle of freedom with responsibility. The bank is dedicated not only to a safe and accident free workplace, but also to the employment of ethically sensitive and responsible people. The bank will strive to provide an employment environment conducive to making conscientious and healthy decisions when employees are faced with difficult choices associated with the use of legal and illegal drugs. Please refer to the Employment Handbook for more information Employees of the bank are individually responsible for being aware of applicable Federal and State laws, regulations, ordinances, and the bank's policy for complying with them. The bank will assist in that endeavor by providing current information, when appropriate, to all employees. In addition, all employees are encouraged to take measures that prevent the misuse and abuse of alcohol and drugs in and out of the workplace. Employees are expected to conduct themselves in a lawful manner while on Company or Bank property or on Company or Bank business. The sale, purchase, or use of any illegal drugs or dangerous substance by an Employee on Company or Bank property, or while on Company or Bank business is strictly prohibited and is cause for immediate discharge. K. Corporate Conduct 1. Equal Employment Opportunity The Company and the Bank each strive to be a meritocracy by, hiring, retaining and promoting based on the performance of each person. All employment decisions are made without regard to a person's race, color, religion, national origin, sex, age, disability or military status. Also, all reasonable accommodations will be made for a person's disability or religious practice. 2. Equal Credit Opportunity It is the responsibility and obligation of all Company and Bank Officials to support and adhere to the Bank's firm commitment to Equal Credit Opportunity for all. The Bank's credit policy is set forth in the Bank's Loan Policy Manual. It is the Bank's policy not to discriminate against or discourage credit applicants on the basis of race, ancestry, color, religion, national origin, sex, disability, sexual orientation, familial status, marital status, veteran status, age, receipt of income from a public assistance program or exercise in good faith of any right under the Federal Consumer Credit Protection Act. 10

3. Anti-Trust The United States antitrust laws are intended to preserve and foster the free enterprise economic system by assuring energetic but fair competition among business firms, and to prevent unfair restraint on competition. All Company and Bank Officials are expected to observe the highest standards of ethical conduct in relationships with competitors. As such, you are prohibited from entering into arrangements with competitors for the purpose of setting or controlling prices, rates, trade practices, marketing policies, or disclosing to competitors future plans of the Company and the Bank which have not been disclosed generally to the public. 4. Prohibition Against Tie-In Arrangements The Bank Holding Company Act (the "BHCA") prohibits the use of tie-in arrangements between a bank or bank holding company and their subsidiaries or customers (12 U.S.C. ss. 1971). The BHCA's tie-in prohibition is more restrictive than the general anti-trust statues in dealing with tie-in arrangements by banks or bank holding Company for their products and services. The relevant section of the BHCA prohibits the use of arrangements that require the customer to provide the bank with something of value in exchange for the bank's product or service. Therefore, neither the Company nor the Bank shall "in any manner extend credit, lease or sell property of any kind, or furnish any service, or fix or vary the consideration for any of the foregoing" by requiring that: the customer shall obtain some additional credit, property, or service from the bank (other than a loan, discount, deposit or trust service), the bank holding company owning the bank or a subsidiary of the bank holding company; or the customer shall provide some additional credit, property, or service to the bank, the bank holding company, or a subsidiary thereof; or the customer shall not obtain credit, property or service from a competitor of the bank, bank holding company or a subsidiary thereof. 5. Corporate Commitments Because it is vital that the word of the Company and the Bank is viewed as its bond, Company and Bank Officials may not make any actual or apparent commitments, formally or informally, regarding the Company and the Bank without proper prior authorization in accordance with existing procedures. 6. Health Safety and Environmental Protection The Company and the Bank seek to manage their activities so that Employees are protected from unreasonable health and safety risks on the job, so that reasonable expectations concerning the work environment are met, and so that our 11

customers, the public and the environment are properly protected in the use of our facilities, products and services. L. Employee Conduct 1. Employee Honesty and Integrity Banking is above all a business based on mutual trust and demands steadfast honesty in all our affairs, both internally and externally. Our business is founded on faith, trust, and public confidence. All Employees thus bear special responsibilities for high standards in their personal and professional behavior. To this end, the Company, the Bank and the Employees strive to be in strict compliance with all laws and regulations that apply to our business. When any law or regulation seems unclear or ambiguous, Employees are urged to consult the Designated Bank Official immediately to seek assistance in determining the lawful and ethical procedures. Practices which violate any Federal, State or Municipal law or regulation are forbidden. Also, although it may appear obvious, it is worth emphasizing that stealing, theft, embezzlement or fraud of any kind by a Company or Bank Official or employee are considered grounds for termination of employment. 2. Suspicious Activities Reports The Company or the Bank must promptly report all matters that involve apparent crimes affecting its assets or affairs to the applicable governmental agencies. If an Employee becomes aware of suspicious activity or to facts which give a reasonable basis for believing a crime has occurred, is occurring, or may occur, the Employee should immediately notify the Designated Bank Official (and provide any supporting documentation describing the matter). The Designated Bank Official will then coordinate the filing of the required reports. Any questions regarding this policy should be directed to the Designated Bank Official. For more information regarding Suspicious Activity Reports, see the Anti-Money Laundering Policy. 3. Legal Advice From time to time, a customer may ask Company or Bank Officials or Employees to recommend an attorney, accountant, etc., for personal use. As a matter of policy, such recommendation should not be provided unless several names are given to the customer with no indication of favoritism or preference. In addition some discussions with customers will lead to a request that the Company or Bank Official discuss the legality or illegality of a proposed transaction. The practice of law and the providing of legal advice is the exclusive authority of lawyers. Company and Bank Officials cannot and should not practice law or give legal advice. Therefore, under no circumstances should a Company or Bank Official give any legal or other type of professional advice to a customer, and any response should be carefully phrased so that the response cannot be construed as being such advice. 12

4. Sexual Harassment Policy The Company and the Bank will not tolerate any form of harassment in the workplace, including harassment on the basis of sex. Prohibited conduct includes unwelcome sexual advances, requests for sexual favors, verbal or physical conduct of a sexual nature, such as uninvited touching and sexually related comments that create a hostile work environment. The Company's and the Bank's complete policy regarding Harassment is set forth in Appendix A hereto. 5. ADA Policy The Company and the Bank are committed to complying fully with the Americans with Disabilities Act ("ADA") which ensures equal opportunity for qualified persons and disabilities. Responsibility for compliance with ADA is shared throughout the Company and the Bank and is specifically assigned to the Human Resources Department, however, if you supervise others, you are also directly responsible for implementing the Company's and the Bank's ADA Policy, located in the Employee Handbook. 6. Outside Activities of Employees Aside from the duty to avoid conflicts of interest in connection with outside activities, the Company and the Bank recognize and respect the right of Employees to engage in outside activities which they may deem proper and desirable, provided that these activities are legal, do not impair or interfere with the conscientious performance of the Employee's duties for the Company or the Bank, do not involve the misuse of the Company's or the Bank's influence, facilities, information or other resources, do not divert opportunities from the Company or the Bank and do not reflect discredit upon the name and reputation of the Company or the Bank. In order to confirm the items listed above, Employees must obtain the approval of the Company or Bank, as applicable, prior to accepting outside employment opportunities. Employees must also obtain the prior approval of the President of the Bank and/or Human Resources Officer. Certain types of outside employment and activities that may raise conflict-of -interest questions include, but are not limited to, the following: o Employment by a company that is a competitor of the Bank. o Preparation of statements to be presented to the Bank to obtain a loan. o Publication of books or articles pertaining to or containing any information about the Company or the Bank. o Rendering investment counsel based on information, reports or analyses prepared for or by the Bank. o Rendering accounting services. 13

o Drawing wills or practicing law. o Using Bank equipment, supplies, or facilities without permission. o Performing a service that the Bank itself performs. In this connection, every Employee shall disclose promptly, in writing, any personal situation or transaction which is or may be in conflict with the intent of this policy. 7. Management of Personal Finances Employees are responsible for the prudent management of their personal finances, including the use of the Company's and the Bank's financial services and accounts. Employees must avoid overextensions of credit, drawing checks against insufficient funds, misuse of corporate credit cards, or other unsound or improper financial practices. Mismanagement of personal finances may result in account closure and/or disciplinary action up to and including termination. See also, Section D of this Code of Ethics. M. Purchased Services The Company and the Bank has a centralized procurement system which requires that no employee other than a member of Management may commit the Company or the Bank to a vendor for any product, service, price or quantity, nor reveal competitive prices or special arrangements. Fees and commissions are an integral part of various aspects of all business activity. The Company and the Bank regularly engage the services of brokers, dealers, accountants, appraisers, lawyers, consultants, and so on. Any evaluation designed to determine who is to be selected to perform a particular service will obviously contain an element of subjectivity. The choice should always be predicated on quality, price and corporate responsibility. These criteria underlie the Company's and the Bank's specific purchasing policy. Any fees or commissions for other than clearly stated business purposes are prohibited. Purchases that are not submitted to the Finance Department must be approved by the Chief Executive Officer or the Chief Financial Officer and an authorized purchase order issued and signed by a member of the Executive Department. N. Employment of Relatives The Company and the Bank will not hire the spouse of an Employee and will not continue to employ two Employees who become married to each other. O. Violations Violation of this Code is grounds for disciplinary action up to and including termination of employment. Such action is in addition to any civil or criminal liability which might be imposed by Federal or State regulatory agencies or courts. 14

APPENDIX A HARASSMENT POLICY All employees of The First National Bank of Ipswich ("Bank") have the right to be treated with respect and dignity. The Bank supports employees' right to work in an environment free from unlawful discrimination, including freedom from sexual harassment. It is Bank policy that no employee may harass another. In addition to sexual harassment, harassment is also illegal when based on age, color, disability, gender, national origin, race, religion, ancestry or sexual orientation. Sexual harassment is defined as: Unwelcome sexual advances, requests for sexual favors, and other verbal or physical conduct of a sexual nature when: (a) submission to such conduct is made either explicitly or implicitly a term or condition of employment or as a basis for employment decisions; or (b) such requests or conduct have the purpose or effect of unreasonably interfering with an individual's work performance by creating an intimidating, hostile, humiliating or sexually offensive work environment. Similarly, harassment other than sexual harassment has been defined as: Conduct that denigrates or shows hostility or aversion toward an individual because of his or her protected status, or that of his or her relatives, friends or associates, and that (1) has the purpose or effect of creating an intimidating, hostile or offensive working environment; (2) has the purpose or effect of unreasonably interfering with an individual's work performance; or (3) otherwise adversely affects an individual's employment opportunities. While it is not possible to list all those circumstances that constitute sexual harassment, the following are examples of conduct which, if unwelcome, may constitute harassment depending on the circumstances: o Sexual advances -- whether they involve physical touching or not; o Requests for sexual favors in exchange for actual or promised job benefits, such as favorable reviews, salary increases, promotions, increased benefits or continued employment; o Sexual jokes; o Use of sexual epithets, written or oral references to sexual conduct, gossip regarding one's sex life; comments on an individual's body, comments about an individual's sexual activity, deficiencies or prowess; o Displaying sexually suggestive objects, pictures, cartoons; o Leering, whistling, brushing against the body, sexual gestures, suggestive or insulting comments; o Inquiries into one's sexual activities; and 15

o Assault or coerced sexual acts. All employees are encouraged to promptly report any behavior perceived as harassment to Nancy A. Lowell at The First National Bank of Ipswich, 31 Market Street, Ipswich, MA 01938, 978-356-8130 or Donald P. Gill at The First National Bank of Ipswich, 31 Market Street, Ipswich, MA 01938, 978-356-8157 so that the incident can be investigated. Voice mail is available for after-hours calls and anonymous complaints. All complaints will be investigated as thoroughly as circumstances permit. It is unlawful to retaliate against an employee for filing a complaint of sexual or other harassment or for cooperating in an investigation of such a complaint. The Bank will not tolerate any retaliation against anyone who in good faith reports an incident of alleged harassment or who cooperates in an investigation. If an individual is found to have violated this policy, he or she will be subject to disciplinary action, including, where appropriate, suspension or dismissal. This policy applies to both supervisory and nonsupervisory personnel. The following state and federal employment discrimination agencies enforce the law against sexual harassment and discrimination and can be contacted at the phone numbers and addresses listed below:
Massachusetts Commission Against Discrimination One Ashburton Place, 6th Floor (Room 601) Boston, MA 02108 (617) 994-6000 (617) 994-6196 TTY 436 Dwight Street, Room 220 Springfield, MA 01103 (413) 739-2145

Equal Employment Opportunity Commission, Area Office One Congress Street, Room 101 Boston, MA 02114 (617) 565-3200 10/3/96 (revised 1/23/04) 16

APPENDIX B DATE APPROVED BY BOARD SEPTEMBER 21, 1995 BANK BRIBERY ACT AND CONFLICTS OF INTEREST POLICY (CODE OF CONDUCT) I. PURPOSE: A. The Bank Bribery Act provisions of the Comprehensive Crime Control Act of 1984 prohibit improper benefit from those seeking loan funds or services from a financial institution or someone in a position to provide services to a financial institution by establishing criminal penalties for the offer or acceptance of such benefits. It is the intent of the Bank to embrace that purpose and to adopt a policy that embodies high ethical standards. II. PROHIBITIONS: A. All employees, officers, directors, agents and attorneys ("Officials") of the Bank are generally prohibited from: 1. Soliciting for themselves or a third party (other than this Institution) anything of value from anyone in return for any business, service or confidential information of the Bank; 2. Accepting anything of value (other than bona fide salary, wages and fees) from anyone in connection with the business of the Bank, either before or after a transaction is discussed or consummated; or 3. Self dealing, conflicts of interest, or otherwise trading on their positions with the Bank, for personal advantage, including, but not limited to, accepting a business opportunity or other benefit from one doing or seeking to do business with the Bank, which opportunity or benefit is not made available to the public generally or which is made available because of such party's position with the Bank. III. EXCEPTIONS: A. The Bank recognizes the following are appropriate exceptions to the general prohibition of acceptance of things of value in connection with employment by the Bank: 1. Gifts, gratuities, amenities or favors if they are based entirely on obvious family or personal relationships (such as the relationship between an official and his or her parents, children or spouse) when the circumstances make it clear that it is this relationship rather than the business of or employment by the Bank that is the motivating factor. 2. Meals, refreshments, travel arrangements, accommodations, or entertainment (all of reasonable value) if furnished in the course of a meeting or other occasion the purpose of which is to hold bona fide business discussions, provided that the expenses would be paid for by this Institution as a reasonable business expense, if not paid for by another party. 17

3. Loans from other banks or financial institutions on customary terms to finance proper and usual activities of an Official, such as home mortgage loans, except where prohibited by law. 4. Advertising or promotional materials of a reasonable value, such as pens, pencils, note pads, key chains, calendars, and similar items. 5. Discounts, premiums, or rebates on merchandise or services or other benefits that do not exceed those available to other customers. 6. Gifts of reasonable value that are related to commonly recognized events or occasions, such as promotion, new job, wedding, retirement, Christmas or Bar Mitzvah. Such gifts shall not exceed the value of $100 per gift. 7. Civic, charitable, educational or religious organizational awards for recognition of service and/or accomplishment. Such an award shall not exceed the value of $100 per award. [This amount must be reasonable and should show that the Bank is seeking to embody the highest ethical standards in its Code of Ethics, pursuant to 18 USC Sec 215 and Regulatory Guidelines, including OCC Banking Circular 222 (Rev.).] 8. The Bank may, on a case-by-case basis, approve of other circumstances, not identified above, in which an Official requests to be permitted to accept something of value in connection with the Bank's business. Approval by the President or the Board of Directors of such circumstances only shall be made in writing based on a full written disclosure of all relevant facts. IV. REQUIRED DISCLOSURES: A. If an employee, officer, director, agent or attorney is offered or receives anything of value beyond what is authorized in this policy, that person must disclose the following information in writing to the President or Chairman of the Board of Directors of the Bank, to wit: 1. The gift offered or accepted; 2. The name of the donor and his/her company affiliation; 3. The value of the gift; and 4. The circumstances surrounding receipt of the gift. B. Officials of the Bank must disclose all potential conflicts of interest, including those in which a party has been inadvertently placed due to either business or personal relationship with customers, suppliers, business associates, or competitors of this Institution. Such disclosure must be made in writing to the President or Chairman of the Board of Directors of this Institution. 18

FIRST IPSWICH BANCORP AND THE FIRST NATIONAL BANK OF IPSWICH CODE OF ETHICS Directors', Trustees', Officers' and Employees' Acknowledgement and Certification I hereby acknowledge receipt of my personal copy of the Code of Ethics (the "Code") of First Ipswich Bancorp (the "Company") and The First National Bank of Ipswich (the "Bank"). I understand that the provisions of the Code of Ethics constitute the official policy of the Company and the Bank and that I will be expected to comply with both the letter and the spirit of the Code's provisions for as long as I remain an officer or employee of the Company or the Bank. I also understand that any violation of the Code may result in disciplinary action being taken against me up to and including termination of employment. I also understand that the Company's and the Bank's right to take action in the event of a violation of the Code does not imply any limitation of the Company's or the Bank's right to take disciplinary or other action against me in the Company's or the Bank's discretion, in other circumstances. Accordingly, I hereby certify that I have read the First Ipswich Bancorp and The First National Bank of Ipswich Code of Ethics and agree to abide by its provisions at all times. I understand its provisions and have had the opportunity to ask any questions about it that I may have. Within its meaning, expressed or implied, I am not in violation of the Code and I am not aware of any circumstance or activity of a personal or family nature which would conflict with the interest of the Company or the Bank except as indicated on the following page. (If nothing to report, please write "None".)
Date: --------------------Signature: -------------------------Name: -------------------------------

Title -------------------------------

Department: 19

Circumstance or Activity

ACKNOWLEDGEMENT RECEIVED:
Date: ----------------------------------------------------------Signature of Designated Bank Official ------------------------------------Name (printed) ------------------------------------Title

20

Exhibit 21.1 Subsidiaries The First National Bank of Ipswich First Ipswich Insurance Agency, Inc.* First Ipswich Securities Corporation* First Ipswich Securities II Corporation* First Ipswich Securities III Corporation* Ipswich Capital Investment Corporation* The de Burlo Group, Inc.** First Ipswich Capital Trust I First Ipswich Statutory Trust II * - Subsidiary of The First National Bank of Ipswich ** - Subsidiary of Ipswich Capital Investment Corporation

Exhibit 31.1 CERTIFICATIONS I, Donald P. Gill, hereby certify that: (1) I have reviewed this annual report on Form 10-KSB of First Ipswich Bancorp; (2) Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; (3) Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this annual report; (4) The small business issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and we have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and c) Disclosed in this annual report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and (5) The small business issuer's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.
/s/ Donald P. Gill --------------------------Donald P. Gill Chief Executive Officer March 23, 2005

Exhibit 31.2 CERTIFICATIONS I, Michael J. Wolnik, hereby certify that: (1) I have reviewed this annual report on Form 10-KSB of First Ipswich Bancorp; (2) Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; (3) Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this annual report; (4) The small business issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and we have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and c) Disclosed in this annual report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and (5) The small business issuer's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.
/s/ Michael J. Wolnik --------------------------Michael J. Wolnik Chief Financial Officer March 23, 2005

Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of First Ipswich Bancorp (the "Company") on Form 10-KSB for the year ended December 31, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Donald P. Gill, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. This certification is provided solely pursuant to 18 U.S.C. Section 1350 and Item 601(b)(32) of Regulation S-B ("Item 601(b)(32)") promulgated under the Securities Act of 1933 (the "Securities Act") and the Securities Exchange Act of 1934 (the "Exchange Act"). In accordance with clause (ii) of Item 601(b)(32), this certification (A) shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and (B) shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.
/s/ Donald P. Gill ----------------------Donald P. Gill Chief Executive Officer March 23, 2005

Exhibit 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of First Ipswich Bancorp (the "Company") on Form 10-KSB for the year ended December 31, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Michael J. Wolnik, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. This certification is provided solely pursuant to 18 U.S.C. Section 1350 and Item 601(b)(32) of Regulation S-B ("Item 601(b)(32)") promulgated under the Securities Act of 1933 (the "Securities Act") and the Securities Exchange Act of 1934 (the "Exchange Act"). In accordance with clause (ii) of Item 601(b)(32), this certification (A) shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and (B) shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.
/s/ Michael J. Wolnik -----------------------Michael J. Wolnik Chief Financial Officer March 23, 2005


								
To top