Exhibit 10.2

                              FIRST IPSWICH BANCORP

                              2004 Directors' Plan

1.    Purpose and Definitions.

      1.1 The purpose of the First Ipswich Bancorp 2004 Directors' Plan
(hereinafter referred to as the "Plan") is to provide incentives to present and
future directors of First Ipswich Bancorp, a Massachusetts corporation (this
"Corporation") and any of its present and future subsidiaries at least fifty
percent (50%) owned by this Corporation ("Subsidiaries") who are not employees
of the Corporation or of its Subsidiaries (such directors being hereinafter
referred to as "Optionees" and each of them individually as an "Optionee"), in
order that they may provide exceptional services to this Corporation and its
Subsidiaries, and to offer inducements to Optionees to accept and continue
service on its or their boards of directors, as applicable, by offering
Optionees options to purchase shares of this Corporation's common stock.

2.    Administration of Plan.

      2.1 The Plan shall be administered by the Board of Directors of this
Corporation (the "Board of Directors") which shall: (1) determine which
Optionees shall be granted options to purchase shares of this Corporation's
Common Stock ($1.00 par value) ("Stock") pursuant to the Plan (which options
shall hereinafter be referred to as "Options," or in the singular as an
"Option"); (2) determine the time or times when Options shall be granted and the
number of shares of Stock to be subject to each Option; (3) determine the option
price at which the shares of Stock subject to each Option may be purchased
pursuant to the Plan and the forms of the instruments evidencing any Options
granted under the Plan or any other instrument to be used in connection with the
Plan; (4) adopt, amend and rescind, in its discretion, rules and regulations for
the administration of the Plan; (5) interpret the Plan and decide all questions
and settle all controversies and disputes which may arise in connection with the
Plan, which decisions and interpretations shall be binding upon all persons; and
(6) exercise such other powers as may be necessary or desirable to implement the
provisions of this Plan.


      2.2 The grant of an Option to an Optionee shall not be affected or
invalidated by reason of the fact that such director voted to approve the grant
of such Option.

      2.3 No member of the Board of Directors shall be liable for any action
taken or determination made in good faith and in a manner reasonably believed to
be in the best interests of this Corporation with respect to the Plan or any
Option granted pursuant thereto. The Board of Directors shall indemnify any
person against expenses reasonably incurred or the amount of any damages, fine,
or settlement assessed against or agreed to by such person, in connection with
any action, suit or proceeding in which such person may be involved in
connection with any Option or this Plan to the fullest extent that the Board of
Directors may indemnify such person under the law or By-laws of this
Corporation.

3.    Authority to Grant Options.

      3.1 Subject to the terms and conditions of this Plan, the Board of
Directors may from time to time grant to such Optionees as it may determine
Options upon such terms and conditions as it may deem appropriate, subject to
applicable provisions of this Plan. The Board of Directors may rely upon the
advice any person or persons as they determine appropriate in making
determinations to award Options hereunder.

      3.2 The Board of Directors may authorize the grant of Options to Optionees
by action taken with or without a meeting. The effective date of the grant of an
Option pursuant hereto shall be the date on which the Board of Directors
determines the fair market value of the Stock and grants the Option.

      3.3 The number of shares of Stock subject to an Option shall in each case
be determined by the Board of Directors, subject to the applicable provisions of
this Plan. More than one Option may be granted to the same Optionee.

      3.4 Nothing contained in this Plan or in any resolution adopted by the
Board of Directors or the shareholders of this Corporation shall constitute the
grant of an Option hereunder, and no Optionee shall be entitled to the grant of
an Option unless action granting an Option to such Optionee shall have been
taken by the Board of Directors and unless the recipient of an Option shall have
executed an agreement in


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form and substance satisfactory to the Board of Directors containing terms,
restrictions and conditions imposed upon the exercise of the Option and the
transfer of any Stock pursuant thereto ("Stock Option Agreement").

      3.5 Any purported disposition of shares of Stock acquired pursuant to an
Option which shall be in contravention of the terms, restrictions and conditions
contained in the Stock Option Agreement executed in connection with such Option
shall be ineffective, and such disposition shall not be registered upon the
stock transfer books of this Corporation.

4.    Stock Subject to the Plan

      4.1 Stock to be issued upon the exercise of an Option shall be made
available, in the discretion of the Board of Directors, from authorized but
unissued shares of Stock or from shares of Stock held in the treasury of this
Corporation, however acquired.

      4.2 The aggregate number of shares of Stock for which Options may be
granted under the Plan shall be 20,000. If an Option shall expire, terminate, or
be canceled or surrendered in whole or in part prior to the exercise thereof,
the shares of Stock not acquired under such Option shall revert to the Plan and
again shall become available for issuance under the Plan.

      4.3 Appropriate adjustments in the number of shares of Stock subject to
Options previously issued hereunder and in the number of shares of Stock for
which Options have not yet been granted under this Plan shall be made by the
Board of Directors if at any time after the effective date of this Plan this
Corporation shall increase or decrease the number of outstanding shares of
Stock, whether by stock split, combination, stock dividend or reclassification,
or merger, consolidation, recapitalization, or reorganization.

      4.4 No provision of this Plan, nor any Option granted pursuant hereto or
Stock Option Agreement entered into in connection therewith shall confer upon
any Optionee or any other person any preemptive right to acquire any stock of
this Corporation.


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5.    Eligibility.

      5.1 The Board of Directors may grant Options pursuant hereto to such
Optionees as it may designate from time to time pursuant to Section 3.1 hereof.

      5.2 If an Optionee or former Optionee eligible to exercise an Option
granted pursuant to this Plan dies prior to such exercise, such Option may be
exercised to the extent permitted herein by his estate or a person who acquires
the right to exercise such Option by bequest or inheritance.

      5.3 No Option granted pursuant to this Plan may be transferred by the
holder thereof other than by will or the laws of descent and distribution of the
state in which such holder is domiciled at the time of his death.

6.    Terms of Options.

      6.1 The price at which shares of Stock may be purchased pursuant to an
Option shall be the fair market value of the Stock on the date of grant of such
Option. The fair market value of any stock shall be determined by the Board of
Directors in good faith.

      6.2 Each Option granted under this Plan shall expire, and may not be
exercised to any extent, upon the earliest to occur of the following:

            (a) Each Option shall expire ten years after the date of grant of
such Option, or on such date prior thereto as may be fixed by the Board of
Directors.

            (b) Each Option shall expire at the time after termination of the
Optionee's service with this Corporation or any of its Subsidiaries (with or
without cause, voluntary or involuntary) for reasons other than death,
retirement or Total and Permanent Disability as may be fixed by the Board of
Directors in the Stock Option Agreement, but in no case later than 3 months
after such termination, during the period after termination but prior to
expiration the Option may be exercised only to the extent that it was
exercisable upon termination. If the Optionee's service with this Corporation or
any of its Subsidiaries terminates for reasons of death, retirement or Total and
Permanent Disability, then the Option shall expire twelve (12) months after such
termination of service, and during that 12-month period the Option may be


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exercised only to the extent it was exercisable upon termination. If an Optionee
whose service terminates for reasons other than death, retirement or Total and
Permanent Disability dies during the period between termination and expiration
described above (which period shall be no longer than 3 months after
termination), such Optionee's Options shall expire one (1) year from the date of
termination of service, during which time they may be exercised to the extent
exercisable on the date of termination. An Employee shall be deemed to have a
"Total and Permanent Disability" if (i) the Employee has been so totally and
permanently disabled by any medically determinable physical or mental impairment
as to be prevented thereby from engaging in any substantial gainful activity,
and (ii) in the opinion of a qualified physician selected by the Corporation,
such disability can be expected to result in death or be expected to last for a
continuous period of not less than 12 months. An Employee shall not be deemed to
have a "Total and Permanent Disability" if the Employee incurred the total and
permanent disability while the Employee was engaged in, or as a result of the
Employee engaging in, the commission of a felony, or if the total and permanent
disability was a result of (i) the Employee's addiction to alcohol or narcotics
or (ii) a self-inflicted injury.

      6.3 If an Optionee's service as a director of the Corporation is
terminated for Cause, all unexercised Options granted to the Optionee (whether
vested or not) shall immediately terminate and be of no further force and
effect. An Optionee's service as a director shall be terminated for Cause only
if (i) the Optionee has been convicted by a court of competent jurisdiction of
any criminal offense involving dishonesty or breach of trust; (ii) the Optionee
has committed an act of fraud against the Corporation, its Subsidiaries or any
of them; or (iii) the Optionee has engaged in willful misconduct materially
injurious to the Corporation, its Subsidiaries or any of them, monetarily or
otherwise.

7.    Exercise of Options.

      7.1 Each Option granted hereunder shall be exercisable in such installment
or installments as may be determined by the Board of Directors. The right to
purchase


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shares shall be cumulative so that when the right to purchase any shares has
vested, such shares or any part thereof may be purchased at any time thereafter
until the expiration or termination of the Option.

      7.2 A person entitled to exercise an Option may, subject to the terms and
conditions of the Stock Option Agreement executed in connection therewith,
exercise such Option from time to time by delivery to this Corporation at its
principal office of written notice of his or her intention to exercise such
Option setting forth the number of shares with respect to which the Option is to
be exercised and accompanied by (1) payment in full of the purchase price of the
shares to be purchased, (2) payment in full of all local, state or federal taxes
due on account of the exercise of such Option, and (3) such other documents and
materials as may be required by this Corporation under the terms of this Plan,
the Stock Option Agreement, or otherwise. As promptly as practicable thereafter,
this Corporation shall deliver to the purchaser certificates for the number of
shares purchased. The exercise price of an Option shall be payable either (i) in
United States dollars in cash or by check, bank draft or money order payable to
the order of the Corporation, (ii) through the delivery of shares of Stock owned
by the Optionee with a fair market value equal to the option price, or (iii) by
a combination of (i) and (ii). Fair market value of Stock so delivered shall be
determined on the date of exercise. Unless the Board of Directors otherwise
determines, an Optionee may engage in successive exchange (or series of
exchanges) in which Stock such Optionee is entitled to receive upon exercise of
an Option may be simultaneously utilized as payment for the exercise of an
additional Option or Options. To the extent permitted by applicable law, the
Board of Directors may permit payment of the Option exercise price through
arrangements with a brokerage firm under which such firm, on behalf of the
Optionee, will pay the exercise price to the Corporation and the Corporation
shall promptly deliver to such firm the number of shares of Stock subject to the
Option so that the firm may sell such shares, or a portion thereof, for the
account of the Optionee. In addition, the Board of Directors may permit payment
of the Option exercise price by delivery of an unconditional and irrevocable
undertaking by a broker to deliver promptly to the


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Corporation sufficient funds to pay the exercise price as soon as the shares
subject to the Option, or a portion thereof, are sold on behalf of the Optionee.

      7.3 The date of actual receipt by this Corporation of notice of intention
to exercise an Option shall be deemed the date of exercise of the Option with
respect to the shares then purchased. Delivery of shares purchased shall be
deemed effective when a stock transfer agent shall have deposited certificates
therefor with the United States mail for delivery to the purchaser at the
address specified in the notice of exercise provided to this Corporation.

      7.4 During the life of a holder of an Option issued pursuant to this Plan,
such Option may only be exercised only by the Optionee, or, if legally
incapacitated, his/her personal representative. The Optionee shall not sell,
assign, transfer, pledge, hypothecate, mortgage, encumber or dispose of an
Option, except to this Corporation. Notwithstanding the foregoing, the Optionee
may transfer any of his/her Options (i) by way of gift to any member of his/her
family or to any trust for the benefit of any such family member or the
Optionee; provided, however, that any such transferee shall agree in writing
with this Corporation, as a condition precedent to such transfer, to be bound by
all of the provisions of this Plan to the same extent as if such transferee were
the Optionee, or (ii) by will or the laws of descent and distribution, in which
event each such transferee shall be bound by all of the provisions of this Plan
to the same extent as if such transferee were the Optionee. As used herein, the
word 'family' shall include any spouse, lineal ancestor or descendant, brother
or sister.

      7.5 No person, estate or other entity shall have any of the rights of a
shareholder of this Corporation with respect to shares subject to an Option
until a certificate or certificates for such shares shall have been delivered by
this Corporation to such person or entity. Upon delivery of such a certificate
to the purchaser thereof for the number of shares of Stock purchased, the owner
thereof shall have all the rights of a shareholder of such shares of Stock,
including the right to vote the same and receive dividends thereon, subject,
however, to the terms, conditions and restrictions contained


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in this Plan and in the Stock Option Agreement executed in connection with the
Option exercised with respect to such shares.

8.    Miscellaneous.

      8.1 The grant of an Option pursuant hereto to an employee of this
Corporation or any Subsidiary shall not confer upon such Optionee a right to
continued employment, nor shall it limit the right of this Corporation or any
Subsidiary to terminate the employment of any such Optionee.

      8.2 The Board of Directors may modify, amend or terminate this Plan or any
provision thereof at any time and from time to time. No amendment to this Plan
shall alter or impair any Option previously granted pursuant hereto without the
consent of the holder thereof.

      8.3 The effective date of this Plan shall be the date of adoption by the
Board of Directors. No Option may be granted pursuant hereto subsequent to the
date which is ten (10) years after the date on which the Plan shall be adopted
by the Board of Directors.

      8.4 This Plan, and all rights and obligations hereunder, including matters
of construction, validity and performance, shall be governed by the laws of the
Commonwealth of Massachusetts.

      8.5 Notice to this Corporation pursuant to Sections 7.2 or 8.5 hereof or
for any other purpose may be given by delivery in hand or first class mail,
postage prepaid, and addressed as follows:

            First Ipswich Bancorp
            31 Market Street
            Ipswich, MA 01938
            Attention: President

      Notice to an Optionee to whom an Option shall be granted hereunder may be
given by delivery in hand or first class mail, postage prepaid, to the address
listed by such Optionee in the Stock Option Agreement executed by such Optionee.


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