Exhibit 16(a)(3)(ii)


                             FIRST IPSWICH BANCORP

                         SPECIAL MEETING OF SHAREHOLDERS

           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS


      The undersigned shareholder hereby appoints Kenneth Provost and Christine
Teel, and each or either one of them, with full power of substitution, as
Proxies to represent and to vote, as designated below, all the shares of common
stock of First Ipswich Bancorp (the "Company"), held of record by the
undersigned on November 14, 2007, at the Special Meeting of Shareholders (the
"Special Meeting") to be held at the main office of The First National Bank of
Ipswich, located at 31 Market Street, Ipswich, Massachusetts 01938 on December
21, 2007, at 8:30 a.m. or any postponements or adjournments thereof.


1.    To vote on the Articles of Amendment providing for the Reclassification of
      each share of Company's common stock held by record holders of fewer than
      200 shares into one share of Series A Preferred Stock.

      |_| FOR                     |_| AGAINST                   |_| ABSTAIN

2.    In their discretion, the Proxies are authorized to vote upon such other
      matters as may properly come before the Special Meeting or any
      postponements or adjournments thereof.

      This Proxy revokes all prior proxies with respect to the Special Meeting
and may be revoked prior to its exercise. No proposal above is conditioned on or
related to any other proposal.

      Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by president or other authorized officer. If a
partnership, please sign in partnership name by authorized person.

      THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR PROPOSAL 1 AND IN THE DISCRETION OF THE PERSONS NAMED AS PROXIES ON
ALL OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE SPECIAL MEETING OR ANY
POSTPONEMENTS OR ADJOURNMENTS THEREOF.

DATED:
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                                   Signature

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                                   Print Name
PLEASE MARK, SIGN, DATE AND
RETURN THIS PROXY PROMPTLY         ---------------------------------------
USING THE ENCLOSED ENVELOPE        Signature (if held jointly)

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                                   Print Name