EXHIBIT 10

                  DIRECTOR SUPPLEMENTAL RETIREMENT PROGRAM

                             DIRECTOR AGREEMENT


      This Agreement, made and entered into this 10th day of February, 
1998, by and between Slade's Ferry Trust Company, a Bank organized and 
existing under the laws of the Commonwealth of Massachusetts, hereinafter 
referred to as "the Bank", and Thomas B. Almy, a member of the Board of 
Directors of the Bank, hereinafter referred to as "the Director".

      The Director has been on the Board of the Bank for several years and 
has now and for years past faithfully served the Bank.  It is the consensus 
of the Board of Directors that the Director's services have been of 
exceptional merit, in excess of the compensation paid and an invaluable 
contribution to the profits and position of the Bank in its field of 
activity.  The Board further believes that the Director's experience, 
knowledge of corporate affairs, reputation and industry contacts are of 
such value and his continued services so essential to the Bank's future 
growth and profits that it would suffer severe financial loss should the 
Director terminate his service on the Board.

      Accordingly, the Board of the Bank has adopted the Slade's Ferry 
Trust Company Director Supplemental Retirement Program (the Plan) and it is 
the desire of the Bank and the Director to enter into this Agreement under 
which the Bank will agree to make certain payments to the Director upon his 
retirement and to his beneficiaries in the event of his death pursuant to 
the Plan.

      It is the intent of the parties hereto that this Agreement be 
considered an arrangement maintained primarily to provide supplemental 
retirement benefits for the Director, and to be considered a non-qualified 
benefit plan for purposes of the Employee Retirement Security Act of 1974 
(ERISA).  The Director is fully advised of the Bank's financial status and 
has had substantial input in the design and operation of this benefit plan.

      Therefore, in consideration of services the Director has performed in 
the past and those to be performed in the future and based upon the mutual 
promises and covenants herein contained, the Bank and the Director agree as 
follows:


I.    INDEXED PLAN

      The Director is hereby subject to the terms and conditions of the 
      Plan adopted by the Board of Directors of the Bank to be effective on 
      February 10, 1998; a copy of the terms and conditions of the Plan 
      being attached hereto as Exhibit I and made a part hereof by 
      reference.

II.   MISCELLANEOUS

      A.    Alienability and Assignment Prohibition:
            ----------------------------------------

            Neither the Director, his/her surviving spouse nor any other 
            beneficiary under this Agreement shall have any power or right 
            to transfer, assign, anticipate, hypothecate, mortgage, 
            commute, modify or otherwise encumber in advance any of the 
            benefits payable hereunder nor shall any of said benefits be 
            subject to seizure for the payment of any debts, judgments, 
            alimony or separate maintenance owed by the Director or his 
            beneficiary, nor be transferable by operation of law in the 
            event of bankruptcy, insolvency or otherwise.  In the event the 
            Director or any beneficiary attempts assignment, commutation, 
            hypothecation, transfer or disposal of the benefits hereunder, 
            the Bank's liabilities shall forthwith cease and terminate.

      B.    Binding Obligation of the Bank and any Successor in Interest:
            -------------------------------------------------------------

            The Bank shall not merge or consolidate into or with another 
            bank or sell substantially all of its assets to another bank, 
            firm or person until such bank, firm or person expressly 
            agrees, in writing, to assume and discharge the duties and 
            obligations of the Bank under this Agreement.  This Agreement 
            shall be binding upon the parties hereto, their successors, 
            beneficiaries, heirs and personal representatives.

      C.    Revocation:
            -----------

            It is agreed by and between the parties hereto that, during the 
            lifetime of the Director, this Agreement may be amended or 
            revoked at any time or times, in whole or in part, by the 
            mutual written consent of the Director and the Bank.

      D.    Gender:
            -------

            Whenever in this Agreement words are used in the masculine or 
            neuter gender, they shall be read and construed as in the 
            masculine, feminine or neuter gender, whenever they should so 
            apply.

      E.    Effect on Other Bank Benefit Plans:
            -----------------------------------

            Nothing contained in this Agreement shall affect the right of 
            the Director to participate in or be covered by any qualified 
            or non-qualified pension, profit-sharing, group, bonus or other 
            supplemental compensation or fringe benefit plan constituting a 
            part of the Bank's existing or future compensation structure.

      F.    Headings
            --------

            Headings and subheadings in this Agreement are inserted for 
            reference and convenience only and shall not be deemed a part 
            of this Agreement.

      G.    Applicable Law:
            ---------------

            The validity and interpretation of this Agreement shall be 
            governed by the laws of the Commonwealth of Massachusetts.


III.  ERISA PROVISION

      A.    Named Fiduciary and Plan Administrator:
            ---------------------------------------

            The "Named Fiduciary and Plan Administrator" of this Plan shall 
            be Slade's Ferry Trust Company until its resignation or removal 
            by the Board of Directors.  As Named Fiduciary and Plan 
            Administrator, Slade's Ferry Trust Company shall be responsible 
            for the management, control and administration of the 
            Director's Supplemental Retirement Program as established 
            herein.  The Named Fiduciary may delegate to others certain 
            aspects of the management and operation responsibilities of the 
            Plan including the employment of advisors and the delegation of 
            ministerial duties to qualified individuals.

      B.    Claims Procedure and Arbitration:
            ---------------------------------

            In the event a dispute arises over benefits under this 
            Agreement and benefits are not paid to the Director (or to his 
            beneficiary in the case of the Director's death) and such 
            claimants feel they are entitled to receive such benefits, then 
            a written claim must be made to the Named Fiduciary and Plan 
            Administrator named above within sixty (60) days from the date 
            payments are refused.  The Named Fiduciary and Plan 
            Administrator shall review the written claim and if the claim 
            is denied, in whole or in part, they shall provide in writing 
            within sixty (60) days of receipt of such claim their specific 
            reasons for such denial, reference to the provisions of this 
            Agreement upon which the denial is based and any additional 
            material or information necessary to perfect the claim.  Such 
            written notice shall further indicate the additional steps to 
            be taken by claimants if a further review of the claim denial 
            is desired.  A claim shall be deemed denied if the Named 
            Fiduciary and Plan Administrator fail to take any action within 
            the aforesaid sixty-day period.

            If claimants desire a second review they shall notify the Named 
            Fiduciary and plan Administrator in writing within sixty (60) 
            days of the first claim denial.  Claimants may review this 
            Agreement or any documents relating thereto and submit any 
            written issues and comments they may feel appropriate.  In 
            their sole discretion, the Named Fiduciary and Plan 
            Administrator shall then review the second claim and provide a 
            written decision within sixty (60) days of receipt of such 
            claim.  This decision shall likewise state the specific reasons 
            for the decision and shall include reference to specific 
            provisions of the Plan Agreement upon which the decision is 
            based.

            If claimants continue to dispute the benefit denial based upon 
            completed performance of this Agreement or the meaning and 
            effect of the terms and conditions thereof, then claimants may 
            submit the dispute to a Board of Arbitration for final 
            arbitration.  Said Board shall consist of one member selected 
            by the claimant, one member selected by the Bank and the third 
            member selected by the first two members.  The Board shall 
            operate under any generally recognized set of arbitration 
            rules.  The parties hereto agree that they and their heirs, 
            personal representatives, successors and assigns shall be bound 
            by the decision of such Board with respect to any controversy 
            properly submitted to it for determination.

            Where a dispute arises as to the Bank's discharge of the 
            Director "for cause", such dispute shall likewise be submitted 
            to arbitration as above described and the parties hereto agree 
            to be bound by the decision thereunder.

      IN WITNESS WHEREOF, the parties hereto acknowledge that each has 
carefully read this Agreement and executed the original thereof on the 10th 
day of February, 1998, and that, upon execution, each has received a 
conforming copy.


      SLADE'S FERRY TRUST COMPANY


/s/ Robert Karam                       By: /s/ Donald T. Corrigan
----------------------------------         --------------------------------
Witness                                    Chairman                   Title


/s/ Robert Karam                           /s/ Thomas B. Almy
----------------------------------         --------------------------------
Witness                                    Thomas B. Almy


                                  EXHIBIT I

                         SLADE'S FERRY TRUST COMPANY

                 DIRECTOR'S SUPPLEMENTAL RETIREMENT PROGRAM


I.    DEFINITIONS

      A.    Effective Date:
            ---------------

            The effective date of the Slade's Ferry Trust Company 
            Director's Supplemental Retirement Program (the Plan) shall be 
            February 10, 1998,

      B.    Plan Year:
            ----------

            Any reference to "the Plan Year" shall mean a calendar year 
            from January 1 to December 31.  In the year of implementation, 
            the term "the year" shall mean the  period from the effective 
            date to December 31 of the year of the effective date.

      C.    Normal Retirement Date:
            -----------------------

            The Normal Retirement Date shall mean retirement from service 
            on the Board of Directors of the Bank (the Board) which becomes 
            effective on the first day of the calendar month following the 
            month in which the Director attains age seventy-five (75), or 
            completes ten (10) full years of service from the date of first 
            service, whichever event occurs later.

      D.    Termination of Service:
            -----------------------

            Termination of Service shall mean involuntary or voluntary 
            resignation by the Director from service on the Board or 
            failure of re-election to the Board prior to the Directors 
            Normal retirement date [See Subparagraph I (C)].

      E.    Pre-Retirement Account:
            -----------------------

            A Pre-Retirement Account shall be established as a liability 
            reserve account on the books of the Bank for the benefit of 
            each director in the Plan.  Prior to termination of service or 
            a director's retirement, such liability reserve account shall 
            be increased or decreased each year by an amount equal to the 
            annual earnings or loss for that year determined by the Index 
            (described in Subparagraph I (H) hereinafter), less the Cost of 
            Funds Expense for that year (described in Subparagraph I (I) 
            hereinafter), multiplied by a fraction, the numerator of which 
            is the Trustee's original premium (Exhibit A) and the 
            denominator of which is the total of all premiums paid (Exhibit 
            A).

      F.    Index Retirement Benefit:
            -------------------------

            The Index Retirement Benefit for each director in the Plan 
            shall be equal to the annual earnings or loss determined by the 
            Index [Subparagraph I (G)] less the Cost of Funds Expense 
            [Subparagraph I (H)], multiplied by a fraction, the numerator 
            of which is the Trustee's original premium (Exhibit A) and the 
            denominator of which is the total of all premiums paid (Exhibit 
            A).

      G.    Index:
            ------

            The Index for any Plan Year shall be the aggregate annual 
            after-tax income from the life insurance contracts described in 
            the attached Exhibit "A" on the lives of the participating 
            directors [described in Subparagraph I (I)], as defined by FASB 
            Technical Bulletin 85-4.  This Index shall be applied as if 
            such insurance contracts were purchased on the effective date 
            of the Plan.

            If such contracts of life insurance are actually purchased by 
            the Bank then the actual policies as of the dates they were 
            actually purchased shall be used in calculations under this 
            Agreement.  If such contracts of life insurance are not 
            purchased or are subsequently surrendered or lapsed, then the 
            Bank shall receive annual policy illustrations from the above 
            named insurance company(ies) on the increase in value from such 
            policy(ies) as if they had actually been in force which will be 
            used to calculate the amount of the Index.

            In either case, references to the life insurance contract are 
            merely for purposes of calculating a benefit.  The Bank has no 
            obligation to purchase such life insurance and, if purchased, 
            the Director and his beneficiaries shall have no ownership 
            interest in such policy and shall always have no greater 
            interest in the benefits under this Agreement than that of an 
            unsecured creditor of the Bank.

      H.    Cost of Funds Expense:
            ----------------------

            The Cost of Funds Expense for the year shall be calculated by 
            taking the sum of the amount of premiums set forth in the 
            Indexed policies described above (Exhibit "A") plus the amount 
            of any after-tax benefits paid to any director pursuant to the 
            Plan (Paragraph II hereinafter) plus the amount of all previous 
            years' after-tax Costs of Funds Expense, and multiplying that 
            sum by the average annualized after-tax Cost of Funds of the 
            Bank's third quarter Call Report for the Plan Year as filed 
            with the Bank's primary regulatory agency.

      I.    Number of Participating Directors:
            ----------------------------------

            The Number of Participating Directors for any Plan Year shall 
            be the number of directors (including those in retirement 
            status) participating in the Plan as of December 31 of the 
            previous year.  Participating directors are those directors 
            listed on the attached Exhibit B plus any Director who has 
            become active with the Board since the date of the attached 
            Exhibit B and is eligible to participate pursuant to the terms 
            of this plan, less any of those directors whose service on the 
            Board has terminated pursuant to Subparagraph II (C) 
            hereinafter or who have died.

      J.    Change of Control:
            ------------------

            Change of Control shall be deemed to be the cumulative transfer 
            of more than fifty percent (50%) of the voting stock of the 
            Bank from the Effective Date of this Agreement.  For the 
            purposes of this Agreement, transfers on account of deaths or 
            gifts, transfers between family members or transfers to a 
            qualified retirement plan maintained by the Bank shall not be 
            considered in determining whether there has been a change in 
            control.


II.   INDEX BENEFITS

      A.    Retirement Benefits:
            --------------------

            Those directors who remain on the Board of the Bank until the 
            "Normal Retirement Date" defined in Subparagraph I (C), shall 
            be entitled to receive the balance in their Pre-Retirement 
            Account in ten (10) equal annual installments commencing thirty 
            (30) days following the Director's retirement. In addition to 
            these payments, commencing thirty (30) days following the 
            Director's retirement, the Index Retirement Benefit (as defined 
            in Subparagraph I (F) above) for each Plan Year shall be paid 
            to the Director until his death.

      B.    Termination of Service:
            -----------------------

            Subject to Subparagraph II (D) hereinafter, should the Director 
            suffer a Termination of Service after having serviced five (5) 
            full years on the board from the date of first service, he 
            shall be entitled to receive one hundred percent (100%) of the 
            balance in the Pre-Retirement Account paid over ten (10) years 
            in equal annual installments commencing thirty (30) days 
            following the Director's Normal Retirement Date [Subparagraph I 
            (C)].  In addition to these payments, one hundred percent 
            (100%) of the Index Retirement Benefit shall be paid to the 
            Director commencing thirty (30) days following his Normal 
            Retirement Date and continuing until his death.

      C.    Death:
            ------

            Should the Director die prior to having received that portion 
            of the Pre-Retirement Account he was entitled to pursuant to 
            Subparagraph II (A) or (B) herein above, as the case may be, 
            the unpaid balance of the Pre-Retirement Account shall be paid 
            to the beneficiary selected by the Director and filed with the 
            Bank.  In the absence of or a failure to designate a 
            beneficiary, the unpaid balance shall be paid in a lump sum to 
            the personal representative of the Director's estate.

      D.    Termination of Service or Discharge for Cause:
            ----------------------------------------------

            Should a director suffer a Termination of Service from the 
            Board prior to having serviced five (5) full years on the Board 
            from the date of first service, or should he be discharged for 
            cause, all benefits under this Agreement shall be forfeited.  
            The term "for cause" shall mean gross negligence or gross 
            neglect or the commission of a felony or gross-misdemeanor 
            involving moral turpitude, fraud, dishonesty or willful 
            violation of any law that results in any adverse effect on the 
            Bank.  If a dispute arises as to discharge "for cause," such 
            dispute shall be resolved by arbitration as set forth in the 
            Director's Agreement.

      E.    Death Benefit:
            --------------

            Except as set forth above, there is no death benefit provided 
            under this Agreement.


III.  RESTRICTIONS UPON FUNDING

      The Bank shall have no obligation to set aside, earmark or entrust 
      any fund or money with which to pay its obligations under this 
      Agreement.  The directors, their beneficiaries or any successor in 
      interest shall be and remain simply a general creditor of the Bank in 
      the same manner as any other creditor having a general claim for 
      matured and unpaid compensation.

      The Bank reserves the absolute right at its sole discretion to either 
      fund the obligations undertaken by this Agreement or to refrain from 
      funding the same and to determine the extent, nature and method of 
      such funding.  Should the Bank elect to fund this Agreement, in whole 
      or in part, through the purchase of life insurance, mutual funds, 
      disability policies or annuities, the Bank reserves the absolute 
      right, in its sole discretion, to terminate such funding at any time, 
      in whole or in part.  At no time shall any director be deemed to have 
      any lien nor right, title or interest in or to any specific funding 
      investment or to any assets of the Bank.

      If the Bank elects to invest in a life insurance, disability or 
      annuity policy upon the life of the Director, then the Director shall 
      assist the Bank by freely submitting to a physical exam and supplying 
      such additional information necessary to obtain such insurance or 
      annuities.


IV.   CHANGE OF CONTROL

      Upon a Change of Control [as defined in Subparagraph I (J) herein], 
      if the Director is subsequently terminated then he shall receive the 
      benefits promised in this Agreement upon attaining Normal Retirement 
      Age, as if he had been continuously serving the Bank until his Normal 
      Retirement Age.  The Director will also remain eligible for all 
      promised death benefits in this Agreement.  In addition, no sale, 
      merger or consolidation of the Bank shall take place unless the new 
      or surviving entity expressly acknowledges the obligations under this 
      Agreement and agrees to abide by its terms.

This Director's Supplemental Retirement Program is adopted this 10th day of 
February, 1998.


                                       SLADE'S FERRY TRUST COMPANY


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


                               LIFE INSURANCE

                    ENDORSEMENT METHOD SPLIT DOLLAR PLAN

                                  AGREEMENT



Insurer:                               Canada Life Assurance

Policy Number:                         US2650747

Bank:                                  Slade's Ferry Trust Company

Insured:                               Thomas B. Almy

Relationship of Insured to Bank:       Director

The respective rights and duties of the Bank and the Insured in the subject 
policy shall be as defined in the following:


I.    DEFINITIONS

      Refer to the policy contract for the definition of all terms in this 
      Agreement.


II.   POLICY TITLE AND OWNERSHIP

      Title and ownership shall reside in the Bank for its use and for the 
      use of the Insured all in accordance with this Agreement.  The Bank 
      alone may, to the extent of its interest, exercise the right to 
      borrow or withdraw on the policy cash values.  Where the Bank and the 
      Insured (or assignee, with the consent of the Insured) mutually agree 
      to exercise the right to increase the coverage under the subject 
      Split Dollar policy, then, in such event, the rights, duties and 
      benefits of the parties to such increased coverage shall continue to 
      be subject to the terms of this Agreement.


III.  BENEFICIARY DESIGNATION RIGHTS

      The Insured (or assignee) shall have the right and power to designate 
      a beneficiary or beneficiaries to receive his share of the proceeds 
      payable upon the death of the Insured, and to elect and change a 
      payment option for such beneficiary, subject to any right or interest 
      the Bank may have in such proceeds, as provided in this Agreement.


IV.   PREMIUM PAYMENT METHOD

      The Bank shall pay an amount equal to the planned premiums and any 
      other premium payments that might become necessary to keep the policy 
      in force.


V.    TAXABLE BENEFIT

      Annually the Insured will receive a taxable benefit equal to the 
      assumed cost of insurance as required by the Internal Revenue 
      Service.  The Bank (or its administrator) will report to the Employee 
      the amount of imputed income received each year on Form W-2 or its 
      equivalent.


VI.   DIVISION OF DEATH PROCEEDS

      Subject to Paragraph VII herein, the division of the death proceeds 
      of the policy is as follows.

      A.    Should the Insured be employed by the Bank at the time of his 
            or her death, the Insured's beneficiary(ies), designated in 
            accordance with Paragraph III, shall be entitled to an amount 
            equal to eighty percent (80%) of the net at risk insurance 
            portion of the proceeds.  The net at risk insurance portion is 
            the total proceeds less the cash value of the policy.

      B.    Should the Insured not be employed by the Bank at the time of 
            his or her death, the Insured's beneficiary(ies), designated in 
            accordance with Paragraph III, shall be entitled to the 
            following percentage of the proceeds described in Subparagraph 
            VI (A) hereinabove that corresponds to the number of full years 
            the Insured served with the Bank from the date of first 
            service:

                                       Total Years
                                       of Service
                                       with the Bank            Vested
                                       -------------            ------

                                       0-4 years                0%
                                       5 full years or more     100%

      C.    The Bank shall be entitled to the remainder of such proceeds.

      D.    The Bank and the Insured (or assignees) shall share in any 
            interest due on the death proceeds on a pro rata basis as the 
            proceeds due each respectively bears to the total proceeds, 
            excluding any such interest.


VII.  DIVISION OF THE CASH SURRENDER VALUE OF THE POLICY

      The Bank shall at all times be entitled to an amount equal to the 
      policy's cash value, as that term is defined in the policy contract, 
      less any policy loans and unpaid interest or cash withdrawals 
      previously incurred by the Bank and any applicable surrender charges. 
      Such cash value shall be determined as of the date of surrender or 
      death as the case may be.


VIII. RIGHTS OF PARTIES WHERE POLICY ENDOWMENT OR ANNUITY ELECTION EXISTS  

      In the event the policy involves an endowment or annuity element, the 
      Bank's right and interest in any endowment proceeds or annuity 
      benefits, on expiration of the deferment period, shall be determined 
      under the provisions of this Agreement by regarding such endowment 
      proceeds or the commuted value of such annuity benefits as the 
      policy's cash value.  Such endowment proceeds or annuity benefits 
      shall be considered to be like death proceeds for the purposes of 
      division under this Agreement.


IX.   TERMINATION OF AGREEMENT

      1.    The Insured shall leave the service of the Bank (voluntarily or 
            involuntarily) prior to five (5) full years of service with the 
            Bank, or

      2.    This Agreement shall terminate at the option of the Bank 
            following thirty (30) days written notice to the Insured if 
            Insured shall be discharged form service with the Bank for 
            cause.  The term "for cause" shall mean gross negligence or 
            gross neglect or the commission of a felony or gross-
            misdemeanor involving moral turpitude, fraud, dishonesty or 
            willful violation of any law that results in any adverse effect 
            on the Bank.

      Upon such termination, the Insured (or assignee) shall have ninety 
      (90) day option to receive from the Bank an absolute assignment of 
      the policy in consideration of a cash payment to the Bank, whereupon 
      this Agreement shall terminate.  Such cash payment shall be the 
      greater of:

      1.    The Bank's share of the cash value of the policy on the date of 
            such assignment, as defined in this Agreement.

      2.    The amount of the premiums which have been paid by the Bank 
            prior to the date of such assignment.

      Should the Insured (or assignee) fail to exercise this option within 
      the prescribed ninety (90) day period, the Insured (or assignee) 
      agrees that all of his rights, interest and claims in the policy 
      shall terminate as of the date of the termination of this Agreement.

      Except as provided above, this Agreement shall terminate upon 
      distribution of the death benefit proceeds in accordance with 
      Paragraph VI above.


X.    INSURED'S OR ASSIGNEE'S ASSIGNMENT RIGHTS

      The Insured may not, without the written consent of the Bank, assign 
      to any individual, trust or other organization, any right, title or 
      interest in the subject policy nor any rights, options, privileges or 
      duties created under this Agreement.


XI.   AGREEMENT BINDING UPON THE PARTIES

      This Agreement shall bind the Insured and the Bank, their heirs, 
      successors, personal representatives and assigns.


XII.  NAMED FIDUCIARY AND PLAN ADMINISTRATOR

      Slade's Ferry Trust Company is hereby designated the "Named 
      Fiduciary" until resignation or removal by the Board of Directors.  
      As Named Fiduciary, the Bank shall be responsible for the management, 
      control, and administration of this Split Dollar Plan as established 
      herein.  The Named Fiduciary may allocate to others certain aspects 
      of the management and operation responsibilities of the plan, 
      including the employment of advisors and the delegation of any 
      ministerial duties to qualified individuals.


XIII. FUNDING POLICY

      The funding policy for this Split Dollar Plan shall be to maintain 
      the subject policy in force by paying, when due, all premiums 
      required.


XIV.  CLAIM PROCEDURES FOR LIFE INSURANCE POLICY AND SPLIT DOLLAR PLAN

      Claim forms or claim information as to the subject policy can be 
      obtained by contacting The Benefit Marketing Group, Inc. (770-952-
      1529).  When the Named Fiduciary has a claim which may be covered 
      under the provisions described in the insurance policy, he should 
      contact the office named above, and they will either complete a claim 
      form and forward it to an authorized representative of the Insurer or 
      advise the named Fiduciary what further requirements are necessary.  
      The Insurer will evaluate and make a decision as to payment.  If the 
      claim is payable, a benefit check will be issued to the Named 
      Fiduciary.

      In the event that a claim is not eligible under the policy, the 
      Insurer will notify the Named Fiduciary of the denial pursuant to the 
      requirements under the terms of the policy.  If the Named Fiduciary 
      is dissatisfied with the denial of the claim and wishes to contest 
      such claim denial, he should contact the office named above and they 
      will assist in making inquiry to the Insurer.  All objections to the 
      Insurer's actions should be in writing and submitted to the office 
      named above for transmittal to the Insurer.


XV.   GENDER

      Whenever in this Agreement words are used in the masculine or neuter 
      gender, they shall be read and construed as in the masculine, 
      feminine or neuter gender, whenever they should so apply.


XVI.  INSURANCE COMPANY NOT A PARTY TO THIS AGREEMENT

      The Insurer shall not be deemed a party to this Agreement, but will 
      respect the rights of the parties as herein developed upon receiving 
      an executed copy of this Agreement.  Payment or other performance in 
      accordance with the policy provisions shall fully discharge the 
      Insurer for any and all liability.

Executed at Somerset, Massachusetts this 10th day of February, 1998.

                                       Slade's Ferry Trust Company

/s/ Robert Karam                       By: /s/ Donald T. Corrigan
----------------------------------         --------------------------------
Witness                                    Chairman                   Title


/s/ Robert Karam                           /s/ Thomas B. Almy
----------------------------------         --------------------------------
Witness                                        Thomas B. Almy