Exhibit 10.11

                    Change-In-Control Severance Agreement

      AGREEMENT made as of this 20th day of March, 2003 by and among
Slade's Ferry Bancorp, a Massachusetts corporation with its principal place
of business in Somerset, Massachusetts (the Corporation), SladesFerry Trust
Company d/b/a Slade's Ferry Bank of Somerset, a Massachusetts banking
corporation with its principal place of business in Somerset, Massachusetts
(the Bank) and Mary Lynn Lenz (the Executive), an individual to be employed
as an executive of the Corporation and Bank.

      1.    Purpose.  The Corporation and the Bank considers it essential
            to the best interests of its stockholders to foster the
            continuous employment of key management personnel employed by
            the Bank. The Board of Directors of the Corporation (the Board)
            recognizes, however, that, as is the case with many publicly
            held corporations, the possibility of a Change in Control (as
            defined in Section 2 hereof) exists and that such possibility,
            and the uncertainty and questions which it may raise among
            management, may result in the departure or distraction of
            management personnel to the detriment of the Corporation and
            its stockholders.  Therefore, the Board has determined that
            appropriate steps should be taken to reinforce and encourage
            the continued attention and dedication of members of the
            Corporation and the Bank's management, including the Executive,
            to their assigned duties without distraction in the face of
            potentially disturbing circumstances arising from the
            possibility of a Change in Control.  Nothing in this Agreement
            shall be construed as creating an express or implied contract
            of employment and, except as otherwise agreed in writing
            between the Executive and the Corporation and/or Bank, the
            Executive shall not have any right to be retained in the employ
            of the Corporation and/or the Bank.

      2.    Change in Control.  For purposes of this Agreement, a Change in
            Control shall mean the occurrence of any one of the following
            events:

            (a)   The acquisition by any individual, entity or group
                  (within the meaning of Section 13(d)(3) or 14(D)(2) of
                  the Securities Exchange Act of 1934, as amended (the
                  Exchange Act), of beneficial ownership (within the
                  meaning of Rule 13d-3 promulgated under the Exchange Act)
                  of 20% or more of the then outstanding shares of common
                  stock of the Corporation (the Outstanding Corporation
                  Common Stock); provided, however, that any acquisition by
                  the Corporation or its subsidiaries of 20% or more of
                  Outstanding Corporation Common Stock shall not constitute
                  a Change in Control; and provided, further, that any
                  acquisition by a corporation with respect to which,
                  following such acquisition, more than 50% of the then
                  outstanding shares of common stock of such corporation,
                  is then beneficially owned, directly or indirectly, by
                  all or substantially all of the individuals and entities
                  who were the beneficial owners of the Outstanding
                  Corporation Common Stock immediately prior to such
                  acquisition in substantially the same


<PAGE>


                  proportion as their ownership, immediately prior to such
                  acquisition, of the Outstanding Corporation Common Stock,
                  shall not constitute a change in Control; or

            (b)   Individuals who, as of the date of this Agreement,
                  constitute the Board (the Incumbent Board) cease for any
                  reason to constitute at least a majority of the Board,
                  provided that any individual becoming a director
                  subsequent to the date of this Agreement whose election,
                  or nomination or election by the Corporation's
                  shareholders, was approved by a vote of at least a
                  majority of the directors then comprising the Incumbent
                  Board shall be considered as though such individual were
                  a member of the Incumbent Board, but excluding, for this
                  purpose, any such individual whose initial assumption of
                  office is in connection with either an actual or
                  threatened election contest (as such terms are used in
                  Rule 14a-11 of Regulation 14A promulgated under the
                  Exchange Act) or other actual or threatened solicitation
                  of proxies or consents by or on behalf of a person other
                  than the Board; or

            (c)   Consummation by the Corporation of (i) a reorganization,
                  merger or consolidation, in each case, with respect to
                  which all or substantially all the individuals and
                  entities who were the beneficial owners of the
                  Outstanding Corporation Common Stock immediately prior to
                  such reorganization, merger or consolidation do not,
                  following such reorganization, merger or consolidation,
                  beneficially own, directly or indirectly, more than 40%
                  of the then outstanding shares of common stock of the
                  corporation resulting from such a reorganization, merger
                  or consolidation; (ii) a reorganization, merger or
                  consolidation, in each case, (A) with respect to which
                  all or substantially all of the individuals and entities
                  who were the beneficial owners of the Outstanding
                  Corporation Common Stock immediately prior to such
                  reorganization, merger or consolidation, following such
                  reorganization, merger or consolidation, beneficially
                  own, directly or indirectly, more than 40% but less than
                  50% of the then outstanding shares of common stock of the
                  corporation resulting from such a reorganization, merger
                  or consolidation, (B) at least a majority of the
                  directors then constituting the Incumbent Board do not
                  approve the transaction and do not designate the
                  transaction as not constituting a Change in Control, and
                  (C) following the transaction members of the then
                  Incumbent Board do not continue to comprise at least a
                  majority of the Board; or (iii) the sale or other
                  disposition of all substantially all of the assets of the
                  Corporation, excluding a sale or other disposition of
                  assets to a subsidiary of the Corporation; or

            (d)   Consummation by the Bank of (i) a reorganization, merger
                  or consolidation, in each case, with respect to which,
                  following such reorganization, merger or consolidation,
                  the Corporation does not beneficially own, directly or
                  indirectly, more than 50% of the then outstanding shares
                  of common stock of the corporation or bank


<PAGE>  2


                  resulting from such a reorganization, merger or
                  consolidation or (ii) the stockholders of the Corporation
                  approve a plan the sale or other disposition of all or
                  substantially all of the assets of the Bank, excluding a
                  sale or other disposition of assets to the Corporation or
                  a subsidiary of the Corporation.

      3.    Terminating Event.  A Terminating Event shall mean any of the
            events set forth in subparagraphs (a), (b), or (c):

            (a)   Termination of the Executive's employment by the
                  Corporation and/or Bank within 13 months following a
                  Change in Control for any reason other than for Cause or
                  the death or disability of the Executive.

            "Disability" shall be deemed the reason for the termination by
            the Corporation of the Executive's employment, if, and only if,
            as a result of the executive's incapacity due to physical or
            mental illness, the Executive shall have been absent from the
            full-time performance of the Executive's duties with the
            Corporation on a full-time basis for the a period of one-
            hundred-eighty (180) consecutive days or for an aggregate
            period of two hundred-ten (210), days during a consecutive
            period of two hundred-seventy (270) days.

            "Cause" shall mean, and shall be limited to, the occurrence of
            any one or more of the following events:

            (i)   Willful fraudulent conduct or breach of fiduciary duty or
                  trust by the Executive which has had or has a substantial
                  likelihood of having a demonstrably and materially
                  injurious effect to the Corporation and/or the Bank;

            (ii)  The Executive's indictment followed by conviction or
                  admission to sufficient facts for a crime involving moral
                  turpitude, or for any crime under Title 18, Sections 215,
                  656, 657, 1005-1007, 1014, 1032, 1341, 1343, and 1344 of
                  the United States Code;

            (iii) The willful and continued failure by the Executive (other
                  than any such failure resulting from the Executive's
                  incapacity due to physical or mental illness or any such
                  actual or anticipated failure after the Executive gives
                  notice of termination for Good Reason) to substantially
                  perform the Executive's duties with the Corporation
                  and/or the Bank and the continuation of such failure for
                  a period of 30 days after delivery by the Board to the
                  Executive of written noticing seeking substantial
                  performance and specifying the scope and nature of such
                  failure and intention to terminate the Executive for
                  Cause.


<PAGE>  3


                  For purposes of clauses (i) and (iii) of this Section
                  3(a), no act, or failure to act, on the Executive's part
                  shall be considered "willful" unless done, or omitted to
                  be done, by the Executive not in good faith and without
                  reasonable belief that the Executive's act, or failure to
                  act, was in the best interest of the Corporation and/or
                  the Bank.

                  A Terminating Event shall not be deemed to have occurred
                  pursuant to this Section 3 (a) solely as a result of the
                  Executive being an employee of any direct or indirect
                  successor to the business or assets of the Corporation
                  and/or the Bank, rather than continuing as an employee of
                  the Corporation and/or the Bank following a Change in
                  Control.

            (b)   Termination by the Executive of the Executive's
                  employment with the Corporation and/or the Bank for Good
                  Reason within 13 months following a Change in Control.
                  "Good Reason" shall mean the occurrence of any of the
                  following, without the Executive's express written
                  consent:

                  (i)   the assignment to the Executive of any duties
                        inconsistent with the Executive's status as an
                        executive officer of the Corporation and/or Bank or
                        any substantial diminution in the Executive's
                        responsibilities, functions, powers, titles or
                        offices as in effect immediately prior to the
                        Change in Control;

                  (ii)  any reduction in Base Salary, except for across-
                        the-board salary reductions similarly affecting all
                        executives of the Corporation and/or the Bank and
                        all executives of any person in control of the
                        Corporation and/or Bank;

                  (iii) the failure by the Corporation and/or the Bank to
                        (A) continue in effect any material compensation or
                        benefit plan or program (including, without
                        limitation, any life insurance, medical, health and
                        accident, disability  retirement and/or
                        supplemental retirement plan, program, policy, or
                        agreement; any bonus plan, program, policy, or
                        agreement; and any vacation program or policy) in
                        which the Executive participates or is entitled or
                        which is applicable to the Executive immediately
                        prior to the Change in Control, unless an equitable
                        arrangement (embodied in an ongoing substitute or
                        alternate plan) has been made with respect to such
                        plan, program, policy, or agreement or (B) continue
                        the Executive's participation therein or
                        entitlement therein (or in such substitute or
                        alternate plan, program, or policy) on a basis not
                        materially less favorable, both in terms of the
                        amount of benefits provided, target levels, and the
                        level of the Executive's


<PAGE>  4


                        participation relative to other participants, than
                        the basis existing immediately prior to the Change
                        in Control; provided, however, this shall not apply
                        to any change by the Bank or Corporation to any
                        compensation or benefit plan or program which
                        similarly affects all executive personnel of the
                        Corporation and/or Bank and all executives of any
                        person in control of the corporation,

                  (iv)  the relocation of the Corporation's and/or the
                        Bank's offices at which the Executive is
                        principally employed immediately prior to the date
                        of a Change in Control to a location more than 50
                        miles from such offices, or the requirement by the
                        Corporation and/or the Bank for the Executive to be
                        based anywhere other than the Corporation's and/or
                        the Bank's business to an extent substantially
                        inconsistent with the Executive's business travel
                        obligations immediately prior to the Change in
                        Control;

                  (v)   any purported termination of the Executive's
                        employment which is not effected pursuant to a
                        Notice of Termination satisfying the requirements
                        of Section 8  hereof; for purposes of the
                        Agreement, no such purported termination shall be
                        effective; or

                  (vi)  the failure by the Corporation and/or the Bank to
                        obtain an effective agreement from any successor to
                        assume and agree to perform this Agreement, as
                        required by Section 17.

                        The Executive's right to terminate the Executive's
                        employment for Good Reason shall not be affected by
                        the Executive's incapacity due to physical or
                        mental illness.  The Executive's continued
                        employment shall not constitute consent to, or a
                        waiver of rights with respect to, any act or
                        failure to act constituting Good Reason hereunder.

            (c)   after 12 months following a Change in Control but within
                  13 months following a Change in Control, termination by
                  the Executive of the Executive's employment with the
                  Corporation and/or the Bank without cause.

      4.    Special Termination Payments.  In the event a Terminating Event
            occurs, and in lieu of any other severance benefits to which
            the Executive might otherwise be entitled, the Corporation
            and/or the Bank shall be jointly and severably responsible to,
            and shall pay to the Executive the following:

            (a)   in the case of a Terminating Event under paragraphs 3(a)
                  or 3(b)


<PAGE>  5


                  (i)   2.99 times the amount of the average annual W-2
                        Compensation of the Executive over the prior five
                        years (or such lesser period as the Executive has
                        been employed), determined prior to any reductions
                        for pre-tax contributions to a cash or deferred
                        arrangement, a cafeteria plan, or a deferred
                        compensation.  At the Executive's election, the
                        foregoing amount may be paid in one lump sum
                        payment within thirty days after the Date of
                        Termination, discounted at the then existing prime
                        rate as quoted by the Wall Street Journal; or in
                        equal monthly installments over three years; and

                  (ii)  the Corporation and/or the Bank shall continue to
                        provide health, dental and life insurance to the
                        Executive, on the same terms and conditions as
                        though the Executive had remained an active
                        employee, for 36 months after the Terminating
                        Event; or until the Executive qualifies for
                        equivalent coverage under a new employer;

                  (iii) the Corporation and/or the Bank shall provide the
                        Executive with 36 months of additional benefit
                        accrual under the Corporation's and the Bank's
                        retirement and/or supplemental retirement plans,
                        programs, policies or agreements, but only to the
                        extent the Executive was eligible to participate in
                        such immediately prior to the Change in Control;
                        and

                  (iv)  the Corporation and/or the Bank shall transfer to
                        the Executive full unencumbered ownership of the
                        Corporation automobile provided to the Executive.

                  (v)   Executive shall be 100% vested in any benefits
                        provided in any Agreement in any Life Insurance
                        Agreement or Arrangement she has entered into with
                        the Corporation and/or Bank, including but not
                        limited to any Split Dollar Life Insurance Plan;
                        and

            (b)   In the case of a Terminating Event under paragraph 3(c),
                  1.0 times the then base compensation of the Executive
                  plus the amount of the bonus for the year preceding the
                  termination which, at the Corporation and/or Bank's
                  election, may be paid in one lump sum payment within
                  thirty days after the date of termination or in equal
                  monthly installments over the 12 month period after the
                  termination date.

            (c)   The Corporation and/or Bank will promptly reimburse
                  Executive for  any and all reasonable legal fees and
                  expenses incurred in connection with efforts to obtain or
                  enforce any benefit or right provided by this Agreement,
                  including  but not limited to contesting or disputing
                  that the termination of her employment is for Cause or
                  other than for Good Reason; provided that Employee
                  obtains or recovers any sum from the Company, whether by
                  settlement or award.


<PAGE>  6


      Notwithstanding anything herein to the contrary, this Agreement shall
not supersede, eliminate or diminish any payments or benefits that
Executive is entitled to under any stock option, supplemental retirement
plan or other agreement, arrangement or plan and to the extent that any
payment or benefit provided for herein is required to be paid or vested at
any earlier date under the terms of any plan, agreement or arrangement,
such plan, agreement or arrangement shall control.

      5.    Additional Benefits

            (a)   Anything in this Agreement to the contrary
                  notwithstanding, in the event it shall be determined that
                  any compensation, payment or distribution by the
                  Corporation and/or the Bank to or for the benefit of the
                  Executive, whether paid or payable or distributed
                  pursuant to the terms of this Agreement or otherwise (the
                  "Severance Payments"), would be subject to the excise tax
                  imposed by Section 4999 of the Internal Revenue Code of
                  1986, as amended  (the "Code"), or any interest or
                  penalties are incurred by the Executive with respect to
                  such excise tax (such excise tax, together with any such
                  interest and penalties, are hereinafter collectively
                  referred to as the "Excise Tax"), then the Executive
                  shall be entitled to receive an additional payment (a
                  "Gross Payment") such that the net amount retained by the
                  Executive, after deduction of any Excise Tax and not
                  after the deduction of any other taxes or amounts, shall
                  be equal to the Severance Payments.  (The Gross-Up
                  Payment is not intended to compensate the Executive for
                  any income taxes payable with respect to the Severance
                  Payments.)

            (b)   Subject to the provisions of Section 5(c), all
                  determinations required to be made under this Section 5,
                  including whether a Gross-Up Payment is required and the
                  amount of such Gross-Up Payment, shall be made by the
                  Corporation and/or the Bank's Accounting  Firm, which
                  shall provide detailed supporting calculations both to
                  the Executive and the Corporation and/or the  Bank within
                  15 business days of the Date of Termination if
                  applicable, or at such earlier time as is reasonably
                  requested by the Executive or the Corporation and/or the
                  Bank.  For purposes of determining the amount of the
                  Gross-Up Payment, the Executive shall be deemed to pay
                  federal income taxes at the highest marginal rate of the
                  federal income taxation applicable to individuals for the
                  calendar year in which the Gross-Up Payment is to be
                  made, and the state and local income taxes at the
                  residence on the Date of Termination, net of the maximum
                  reduction in the federal income taxes which could be
                  obtained from deduction of such state and local taxes.
                  The initial Gross-Up Payment, if any, as determined
                  pursuant to the Section 5(b), shall be paid to the
                  Executive within five days of the


<PAGE>  7


                  receipt of the Accounting Firm's determination.  If the
                  Accounting Firm determines that no Excise Tax is payable
                  by the Executive, the Corporation and/or the Bank shall
                  furnish the Executive with an opinion of counsel that the
                  failure to report the Excise Tax on the Executive's
                  applicable federal income tax return would not result in
                  the imposition of a negligence or similar penalty.  Any
                  determination by the Accounting Firm shall be binding
                  upon the Executive and the Corporation and/or the Bank.
                  As a result of the uncertainty in the application of
                  Section 4999 of the Code at the time of the initial
                  determination by the Accounting firm hereunder, it is
                  possible that Gross-Up Payments which will not ave been
                  made by the Corporation and/or the Bank  (an
                  "Underpayment").  In the event that the Corporation
                  and/or the Bank exhaust its remedies pursuant to Section
                  5(c) and the Executive thereafter is required to make
                  payment of any Excise Tax, the Accounting Firm shall
                  determine the amount of the Underpayment that has
                  occurred, consistent with the calculations required to be
                  made hereunder, and any such Underpayment, and any
                  interest and penalties imposed on the Underpayment and
                  required to be paid by the Executive in connection with
                  the proceedings described in Section 5(c), shall be
                  promptly paid by the Corporation and/or the Bank to or
                  for the benefit of the Executive.

            (c)   The Executive shall notify the Corporation and/or the
                  Bank in writing of any claim by the Internal Revenue
                  Service that, if successful, would require the payment by
                  the Corporation and/or the Bank of the Gross-Up Payment,
                  such notification shall be given as soon as practicable
                  but no later than 10 business days after the Executive
                  knows of such claim and shall apprise the Corporation
                  and/or Bank of the nature of such claim and the date on
                  which such claim is requested to be paid.  The Executive
                  shall not pay such claim prior to the expiration of the
                  30-day period following the date on which he gives such
                  notice to the Corporation and/or the Bank (or such
                  shorter period ending on the date that any payment of
                  taxes with respect to such claim is due).  If the
                  Corporation and/or Bank notifies the Executive in writing
                  prior to the expiration of such period that it desires to
                  contest such claim, provided that the Corporation and/or
                  Bank has set aside adequate reserves to cover the
                  Underpayment and any interest and penalties thereon that
                  may accrue, the Executive shall:

                  (i)   give the Corporation and/or Bank any information
                        reasonably requested by the Corporation and/or the
                        Bank relating to such claim,

                  (ii)  take such action in connection with contesting such
                        claim as the Corporation and/or the Bank shall
                        reasonably request in writing from time to time,
                        including, without limitation,


<PAGE>  8


                        accepting legal representation with respect to such
                        a claim by an attorney selected by the Corporation
                        and/or the Bank

                  (iii) cooperate with the Corporation and/or the Bank in
                        good faith in order effectively to contest such
                        claim, and

                  (iv)  permit the Corporation and/or the Bank to
                        participate in any proceedings, relating to such
                        claim; provided, however, that the Corporation
                        and/or the Bank shall bear and pay directly all
                        costs and expenses (including additional interest
                        and penalties) incurred in connection with such
                        contest and shall indemnify and hold the Executive
                        harmless, on an after-tax basis, for any Excise Tax
                        or income tax, including interest and penalties
                        with respect thereto, imposed as a result of such
                        representation and payment of costs and expenses,
                        Without limitation on the foregoing provisions of
                        this Section 5(c), the Corporation and/or the Bank
                        shall control all proceedings taken in connection
                        with such contest and, at its sole option, may
                        pursue or forego any and all administrative
                        appeals, proceedings, hearing and conferences with
                        the taxing authority in respect of such claim and
                        may, at its sole option, either direct the
                        Executive to pay the tax claimed and sue for a
                        refund or contest the claim in any permissible
                        manner , and the Executive agrees to prosecute such
                        contest to a determination before any
                        administrative tribunal, in a court of initial
                        jurisdiction and in one or more appellate courts,
                        as the Corporation and/or the Bank shall determine;
                        provided, however, that if the Corporation and/or
                        Bank directs the Executive to pay such claim and
                        sue for a refund, the Corporation and/or Bank shall
                        advance the amount of such payment to the Executive
                        on an interest-free basis and shall indemnify and
                        hold the Executive harmless, on an after-tax basis,
                        from any Excise Tax or income tax, including
                        interest or penalties with imputed income with
                        respect to such advance; and further provided that
                        any extension of the statute of  limitations
                        relating to payment of taxes for the taxable year
                        of the Executive with respect to which such
                        contested amount is claimed to be due is limited
                        solely to such contested amount.  Furthermore, the
                        Corporation's and/or Bank's control of the contest
                        shall be limited to issues with respect to which a
                        Gross-Up Payment would be payable hereunder and the
                        Executive shall be entitled to settle or contest,
                        as the case may be, any other issues raised by the
                        Internal Revenue Service or any other taxing
                        authority.


<PAGE>  9


      6.    Term.  This Agreement shall take effect on the date first set
            forth above and shall terminate upon the earliest of (a) the
            termination by the Corporation and/or the Bank of the
            employment of the Executive for Cause after a Change of
            Control; (b) the resignation or termination of the Executive
            for any reason prior to a Change in Control; or (c) the date
            which is 13 months and 1 day after a Change in Control.

      7.    Withholding.  All payments made by the Corporation and/or the
            Bank under this Agreement shall be net of any tax or other
            amounts required to be withheld by the Corporation and/or the
            Bank under applicable law.

      8.    Notice and Date of Termination; Disputes; Etc.

            (a)   Notice of Termination.  After a Change in Control and
                  during the term of this Agreement, any purported
                  termination of the Executive's employment (other than by
                  reason of death) shall be communicated by written Notice
                  of Termination from one party hereto to the other party
                  hereto in accordance with this Section 8.  For purposes
                  of this Agreement, a "Notice of Termination" shall mean a
                  notice which shall indicate the specific termination
                  provision in this Agreement relied upon and shall set
                  forth in reasonable detail the facts and circumstances
                  claimed to provide a basis for termination of the
                  Executive's employment under the provision so indicated,
                  and the Date of Termination.  Further, a Notice of
                  Termination for Cause is required to include a copy of a
                  resolution duly adopted by the affirmative vote of not
                  less than two-thirds (2/3) of the entire membership of
                  the Board at a meeting of the Board (after reasonable
                  notice to the Executive and an opportunity for the
                  Executive, accompanied by the Executive's counsel, to be
                  heard before the Board) finding that, in the good faith
                  opinion of the Board, the termination met the criteria
                  for Cause set forth in Section 3(a) hereof.

            (b)   Date of Termination.  "Date of Termination", with respect
                  to any purported termination of the Executive's
                  employment after a Change in Control and during the term
                  of this Agreement, shall mean the date specified in the
                  Notice of Termination.  In the case of termination by the
                  Corporation and/or the Bank other that a termination for
                  Cause (which may be effective immediately), the Date of
                  Termination shall not be less than 30 days after the
                  Notice of Termination is given.  In the case of a
                  termination by the Executive, the Date of Termination
                  shall not be less than 15 days, nor more than 60 days,
                  respectively, from the date such Notice of Termination is
                  given.  Notwithstanding Section 3(a) of this Agreement,
                  in the event that the Executive gives a Notice of
                  Termination to the Corporation and/or Bank, the
                  Corporation and/or Bank may unilaterally accelerate the
                  Date of Termination and


<PAGE>  10


                  such acceleration shall not result in a second
                  Termination Event for purpose of Section 3(a) of this
                  Agreement.

            (c)   Dispute Concerning Termination.   If within fifteen (15)
                  days after any Notice of Termination is given, or, if
                  later, prior to the Date of Termination (as determined
                  without regard to this Section 8 (c), the party receiving
                  such Notice of Termination notifies the other party that
                  a dispute exists concerning the termination, the Date of
                  Termination shall be the date on which the dispute is
                  finally resolved,either by mutual written agreement of
                  the parties or by a final judgment, order or decree
                  (which is not appealable or with respect to which the
                  time for appeal therefrom has expired and no appeal has
                  been perfected); provided further that the Date of
                  Termination shall be extended by a notice of dispute only
                  if such notice is given in good faith and the party
                  giving such notice pursues the resolution of such dispute
                  with reasonable diligence.

            (d)   Compensation During Dispute. If a purported termination
                  occurs following a Change in Control and during the Term,
                  and such termination is disputed in accordance with
                  Section 8(c) hereof, the Corporation and/or Bank shall
                  continue to pay the Executive the full compensation in
                  effect when the notice giving rise to the dispute was
                  given (including, but not limited to salary) and continue
                  the Executive as a participant in all compensation,
                  benefit and insurance plans, programs, policies, and/or
                  agreements in which the Executive was participating when
                  the notice giving rise to the dispute was given, until
                  the earlier of the dispute being finally resolved in
                  accordance with Section 8(c) hereof or six months from
                  the date of notice giving rise to the dispute is given,
                  when such continued compensation and benefits shall
                  cease. Amounts paid under this Section 8(d), however, are
                  in addition to all other amounts due under this Agreement
                  and shall not be offset against or reduce any other
                  amounts due under this Agreement.  Provided, however,
                  that the Executive may be requested to provide reasonable
                  services to the Corporation and/or Bank until the dispute
                  is resolved in accordance with Section 8(c) hereof.

            (e)   Settlement of Disputes; Arbitration.  All claims by the
                  Executive for benefits under this Agreement shall be
                  directed to and determined by the Board and shall be in
                  writing. Any denial by the Board of a claim for benefits
                  under this Agreement shall be delivered to the Executive
                  in writing and shall set forth the specific reasons for
                  the


<PAGE>  11


                  denial and the specific provisions of this Agreement
                  relied upon. The Board shall afford a reasonable
                  opportunity to the Executive for a review of the decision
                  denying a claim and shall further allow the Executive to
                  appeal to the Board a decision of the Board within sixty
                  (60) days after notification by the Board that the
                  Executive's claim has been denied. To the extent
                  permitted by applicable law, any further dispute or
                  controversy arising under or in connection with this
                  Agreement shall be settled exclusively by arbitration in
                  Boston, Massachusetts. The parties agree there shall be
                  three arbitrators, one of whom shall be appointed by the
                  Corporation and/or the Bank, one by the Executive, and
                  the third by the first two arbitrators.  If the first two
                  arbitrators cannot agree on the appointment of a third
                  arbitrator, then the third arbitrator shall be appointed
                  by the American Arbitration Association in Boston,
                  Massachusetts.  Such arbitration shall be conducted in
                  accordance with the rules of the American Arbitration
                  Association for commercial arbitrations, except with
                  respect to the selection of arbitrator, which shall be as
                  provided in this Section 8(e).  Judgement upon the award
                  rendered by the arbitrators may be entered in any court
                  having jurisdiction thereof.

      9.    Assignment; Prior Agreements.   Neither the Corporation, the
            Bank nor the Executive may make any assignment of this
            Agreement or any interest herein, by operation of law or
            otherwise, without the prior written consent of the other
            party, and without such consent any attempted transfer shall be
            null and void and of no effect.  This Agreement shall inure to
            the benefit of and be binding upon the Corporation and the Bank
            and the Executive as well as their respective successors,
            executors, administrators, heirs and permitted assigns.  In the
            event of the Executive's death after a Terminating Event but
            prior to the completion by the Corporation and/or the Bank of
            all payments due her under Sections 4 and 5 of this Agreement,
            the Corporation and/or the Bank shall continue such payments to
            the Executive's beneficiary designated in writing to the
            Corporation and/or Bank prior to his death (or to his estate,
            if the Executive fails to make such a designation).

      10.   Enforceability.  If any provision of this Agreement shall to
            any extent be declared illegal or unenforceable by a court of
            competent jurisdiction, or any appropriate Federal or State
            Banking authority, then the remainder of this Agreement, or the
            application of such portion or provision in circumstances other
            than those as to which it is so declared illegal or
            unenforceable, shall not be affected thereby, and each portion
            and


<PAGE>  12


            provision of this Agreement shall be valid and enforceable to
            the fullest extent permitted by law.

      11.   Waiver.  No waiver of any provision hereof shall be effective
            unless made in writing and signed by the Executive and such
            officer as may be specifically designated by the Board.  The
            failure of any party to require the performance of any term or
            obligation of this Agreement, or the waiver by any party of any
            breach of this Agreement, shall not prevent any subsequent
            enforcement of such term or obligation or be deemed a waiver of
            any subsequent breach.

      12.   Notices.  Any Notices, requests, demands, and other
            communications provided for by this Agreement shall be
            sufficient if in writing and delivered in person by or sent by
            registered or certified mail, postage prepaid, to the Executive
            at the last address the Executive has filed in writing with the
            Corporation and/or the Bank, or to the Corporation and/or the
            Bank at its main offices, attention of the Board of Directors,
            with the copy to the Secretary of the Corporation and/or the
            Bank, or to such other address as either party may have
            furnished to the other in writing in accordance herewith,
            except the notice of a change of address shall be effective
            only upon receipt.

      13.   Effect on Other Plans, Policies, Agreements.  An Election by
            the Executive to resign for good reason after a Change in
            Control under the provisions of the Agreement shall not be
            deemed a voluntary termination of employment by the Executive
            for purposes of interpreting the provisions of any of the
            Corporation's and/or the Bank's benefit plans, programs,
            agreements or policies.  Excepts as specifically referenced
            herein, nothing in this Agreement shall be construed to limit
            the rights of the Executive under the Corporation's and/or the
            Bank's benefit plans, programs, agreements or policies.

      14.   Amendment.  This Agreement may be amended or modified only by a
            written instrument signed by the Executive and by a duly
            authorized representative of the Corporation and/or the Bank.

      15.   Governing Law.  This contract shall be construed under and be
            governed in all respects by the laws of the Commonwealth of
            Massachusetts.

      16.   Obligations of Successors. In addition to any obligations
            imposed by law upon any successor to the Corporation, the
            Corporation and/or the Bank shall require any successor
            (whether direct or indirect, by purchase, merger, consolidation
            or otherwise) to all or substantially all of the business or
            assets of the Corporation and/or the Bank to expressly assume
            and agree to perform this Agreement in the same manner and to
            the same extent that the Corporation and/or the Bank would be
            required to perform


<PAGE>  13


            if no such succession had taken place.  Failure of the
            Corporation to obtain such assumption of this Agreement prior
            to the effectiveness of any such succession shall be a breach
            of this Agreement and shall entitle the Executive to
            compensation from the Corporation in the same amount and on the
            same terms as the Executive would be entitled to hereunder if
            the Executive were to terminate the Executive's employment for
            Good Reason after a Change in Control, except that, for
            purposes of implementing the foregoing, the date on which any
            such succession becomes effective shall be deemed the Date of
            Termination.

IN WITNESS WHEREOF, this Agreement has been executed as a sealed instrument
by the Corporation and the Bank by their duly authorized officers and by
the Executive, as of the date first above written.


                                       SLADE'S FERRY BANCORP

                                       By: /s/ Donald T. Corrigan
                                           --------------------------------
                                           Donald T. Corrigan
                                           Chairman of the Board

                                       SLADE'S FERRY TRUST COMPANY

                                       By: /s/ Donald T. Corrigan
                                           --------------------------------
                                           Donald T. Corrigan
                                           Chairman of the Board

                                           /s/ Mary Lynn D. Lenz
                                           --------------------------------
                                           Executive


<PAGE>  14