CHANGE IN CONTROL AGREEMENT
AGREEMENT made and entered into as of this 31st day of March, 2004 by and between The First National
Bank of Ipswich, a national banking association having its principal place of business in Ipswich, Massachusetts
("Bank"), and John P. DiIorio, Jr. of Andover, Massachusetts (the "Employee").
1. Salary; Benefits. Employee's annual base salary and the benefits to which he is entitled are described on
Exhibit A attached hereto.
2. Payments Upon Termination After Change in Control. If the employment of the Employee is terminated for any
reason within twelve (12) months following a Change in Control (as hereinafter defined) other than (i) for Cause
(as defined below), or (ii) on account of Employee's death, disability or retirement from the Bank, 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 the
twelve (12) month period following the date of such termination .
A "Change in Control" shall occur if the Raymond Family shall cease to own, in the aggregate, at least 51% of the
common stock of First Ipswich Bancorp ("Bancorp") or, if applicable, at least 51% 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 for "Ca