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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

|(Mark One)                                                   | x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE   SECURITIES EXCHANGE ACT OF 1934 
|------------------------------------------------------------ | - | ------------------------------------------------------------------------------------------
|                                                             |   |                                                                                           
|                                                             |   | For   the quarterly period ended June 30, 2006                                            
|                                                             |   |                                                                                           
|                                                             |   | OR                                                                                        
|                                                             |   |                                                                                           
|                                                             | o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE   SECURITIES EXCHANGE ACT OF 1934
|                                                             |   |                                                                                           
|Commission file   number     0   -   12784                  
|                                                             |   |                                                                                           
|WESTBANK   CORPORATION                                      
|(Exact name of the registrant as specified in its   charter)

|Massachusetts                                                    | 04-2830731                
|---------------------------------------------------------------- | --------------------------
|(State or other jurisdiction of   incorporation or organization) | (I.R.S. Employer I.D. No.)
|                                                                 |                           
|225 Park Avenue, West Springfield,   Massachusetts               | 01090-0149                
|(Address of principal executive offices)                         | (Zip Code)                
|                                                                 |                           
|(413) 747-1400                                                  
|(Registrants telephone number, including area code)            



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

|Yes
x | No
o
|----- | ----

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer.  See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act.

|Large accelerated   filer
o | Accelerated   filer
x | Non-accelerated   filer
o
|--------------------------- | --------------------- | -------------------------

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

|Yes
o | No
x
|----- | ----

Common stock, par value $2.00 per share:  4,817,714 shares outstanding as of July 31, 2006.

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WESTBANK CORPORATION AND SUBSIDIARIES

INDEX

|           |                                                                                         | Page
|---------- | --------------------------------------------------------------------------------------- | ----
|           |                                                                                         |     
|           | PART I  -  FINANCIAL INFORMATION                                                        |     
|           |                                                                                         |     
|ITEM 1.    | Financial Statements                                                                    |     
|           |                                                                                         |     
|           | Condensed Consolidated Balance   Sheets                                                 | 3   
|           |                                                                                         |     
|           | Condensed Consolidated Statements   of Income                                           | 4   
|           |                                                                                         |     
|           | Condensed Consolidated Statements   of Cash Flows                                       | 5   
|           |                                                                                         |     
|           | Notes to Condensed Consolidated   Financial Statements                                  | 6   
|           |                                                                                         |     
|ITEM 2.    | Managements Discussion and   Analysis of Financial Condition and Results of Operations | 12  
|           |                                                                                         |     
|ITEM 3.    | Quantitative and Qualitative   Disclosures about Market Risk                            | 24  
|           |                                                                                         |     
|ITEM 4.    | Controls and Procedures                                                                 | 24  
|           |                                                                                         |     
|           | PART   II  -    OTHER INFORMATION                                                       |     
|           |                                                                                         |     
|ITEM 1.    | Legal Proceedings                                                                       | 25  
|           |                                                                                         |     
|ITEM 1A.   | Risk Factors                                                                            | 25  
|           |                                                                                         |     
|ITEM 2.    | Unregistered Sales of Equity   Securities and Use of Proceeds                           | 26  
|           |                                                                                         |     
|ITEM 3.    | Defaults Upon Senior Securities                                                         | 26  
|           |                                                                                         |     
|ITEM 4.    | Submission of Matters to a Vote of   Security Holders                                   | 26  
|           |                                                                                         |     
|ITEM 5.    | Other Information                                                                       | 26  
|           |                                                                                         |     
|ITEM 6.    | Exhibits                                                                                | 27  
|           |                                                                                         |     
|Signatures | 28                                                                                     

2

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|ITEM   1. | FINANCIAL   STATEMENTS
|--------- | ----------------------

WESTBANK CORPORATION AND SUBSIDIARIESCONDENSED CONSOLIDATED BALANCE SHEETS

|(Unaudited)                                                                                                                                               |  |                 |         |                     |   |         |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------- | ------- | ------------------- | - | ------- | -
|(Dollar amounts in thousands, except   share data)                                                                                                        |  | June 30,   2006 |         | December   31, 2005 |  
|                                                                                                                                                          |  |                 |         |                     |  
|ASSETS                                                                                                                                                    |  |                 |         |                     |   |         |  
|Cash and due from banks:                                                                                                                                  |  |                 |         |                     |   |         |  
|Non-interest-bearing                                                                                                                                      |  | $               | 12,493  |                     | $ | 13,899  |  
|Interest-bearing cash   and cash equivalents                                                                                                              |  |                 | 407     |                     |   | 10      |  
|Federal funds sold                                                                                                                                        |  |                 | 189     |                     |   | 24      |  
|                                                                                                                                                          |  |                 |         |                     |   |         |  
|Total cash and cash   equivalents                                                                                                                         |  |                 | 13,089  |                     |   | 13,933  |  
|                                                                                                                                                          |  |                 |         |                     |   |         |  
|Investment securities available for sale, at fair   value                                                                                                 |  |                 | 165,741 |                     |   | 172,073 |  
|Investment securities held to maturity, at amortized   cost (fair value of $146,269 at June 30, 2006 and $148,582 at December 31,   2005)                 |  |                 | 151,831 |                     |   | 151,358 |  
|                                                                                                                                                          |  |                 |         |                     |   |         |  
|Total investment   securities                                                                                                                             |  |                 | 317,572 |                     |   | 323,431 |  
|                                                                                                                                                          |  |                 |         |                     |   |         |  
|Investment in Federal Home Loan Bank stock                                                                                                                |  |                 | 7,682   |                     |   | 6,450   |  
|Loans, net of allowance for loan losses ($4,123 at   June 30, 2006 and $4,199 at December 31, 2005)                                                       |  |                 | 444,566 |                     |   | 428,260 |  
|Property and equipment, net                                                                                                                               |  |                 | 8,348   |                     |   | 7,577   |  
|Accrued interest receivable                                                                                                                               |  |                 | 4,715   |                     |   | 4,418   |  
|Other real estate owned                                                                                                                                   |  |                 | 608     |                     |   | 630     |  
|Goodwill                                                                                                                                                  |  |                 | 8,837   |                     |   | 8,837   |  
|Bank-owned life insurance                                                                                                                                 |  |                 | 9,324   |                     |   | 9,149   |  
|Investment in unconsolidated investee                                                                                                                     |  |                 | 526     |                     |   | 526     |  
|Deferred income tax asset, net                                                                                                                            |  |                 | 2,665   |                     |   | 1,471   |  
|Other assets                                                                                                                                              |  |                 | 4,164   |                     |   | 4,025   |  
|                                                                                                                                                          |  |                 |         |                     |   |         |  
|TOTAL ASSETS                                                                                                                                              |  | $               | 822,096 |                     | $ | 808,707 |  
|                                                                                                                                                          |  |                 |         |                     |   |         |  
|LIABILITIES   AND STOCKHOLDERS EQUITY                                                                                                                    |  |                 |         |                     |   |         |  
|Deposits:                                                                                                                                                 |  |                 |         |                     |   |         |  
|Non-interest-bearing                                                                                                                                      |  | $               | 76,762  |                     | $ | 84,300  |  
|Interest-bearing                                                                                                                                          |  |                 | 529,568 |                     |   | 515,059 |  
|                                                                                                                                                          |  |                 |         |                     |   |         |  
|Total deposits                                                                                                                                            |  |                 | 606,330 |                     |   | 599,359 |  
|Borrowed funds                                                                                                                                            |  |                 | 144,836 |                     |   | 138,454 |  
|Interest payable on deposits and borrowings                                                                                                               |  |                 | 1,335   |                     |   | 806     |  
|Junior subordinated debentures                                                                                                                            |  |                 | 17,526  |                     |   | 17,526  |  
|Other liabilities                                                                                                                                         |  |                 | 5,716   |                     |   | 5,184   |  
|                                                                                                                                                          |  |                 |         |                     |   |         |  
|Total liabilities                                                                                                                                         |  |                 | 775,743 |                     |   | 761,329 |  
|                                                                                                                                                          |  |                 |         |                     |   |         |  
|Stockholders Equity:                                                                                                                                     |  |                 |         |                     |   |         |  
|Preferred stock, par value $5 per share, authorized   100,000 shares, none issued                                                                         |  |                 |         |                     |   |         |  
|Common stock, par value $2   per share, authorized 9,000,000 shares, issued 4,849,461 shares at June 30,   2006 and 4,780,274 shares at December 31, 2005 |  |                 | 9,699   |                     |   | 9,560   |  
|Unearned compensation restricted stock                                                                                                                    |  |                 |        |                     |   | (1,424  | )
|Additional paid in capital                                                                                                                                |  |                 | 18,308  |                     |   | 19,105  |  
|Retained earnings                                                                                                                                         |  |                 | 22,576  |                     |   | 22,417  |  
|Treasury stock, at cost (26,762 shares at June 30,   2006 and 27,317 shares at December 31, 2005)                                                         |  |                 | (431    | )                   |   | (420    | )
|Accumulated other comprehensive loss                                                                                                                      |  |                 | (3,799  | )                   |   | (1,860  | )
|                                                                                                                                                          |  |                 |         |                     |   |         |  
|Total Stockholders   Equity                                                                                                                              |  |                 | 46,353  |                     |   | 47,378  |  
|                                                                                                                                                          |  |                 |         |                     |   |         |  
|TOTAL LIABILITIES AND STOCKHOLDERS   EQUITY                                                                                                              |  | $               | 822,096 |                     | $ | 808,707 |  
|                                                                                                                                                          |  |                 |         |                     |   |         |  

See accompanying notes to condensed consolidated financial statements.

3

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WESTBANK CORPORATION AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF INCOME

|(Unaudited)                                                              |  | Three   Months Ended June 30, |        | Six Months   Ended June 30, |  
|------------------------------------------------------------------------ |  | ----------------------------- | ------ | --------------------------- | -
|                                                                         |  |                               |        |                             |  
|(Dollar amounts in thousands, except per   share data)                   |  | 2006                          |        | 2005                        |  
|                                                                         |  |                               |        |                             |  
|Interest and Dividend Income:                                            |  |                               |        |                             |  
|Interest and fees on   loans                                             |  | $                             | 7,053  |                             | $
|Interest and dividend   income on securities                             |  |                               | 3,804  |                             |  
|Interest from   interest-bearing cash equivalents and federal funds sold |  |                               | 9      |                             |  
|                                                                         |  |                               |        |                             |  
|Total interest and dividend income                                       |  | $                             | 10,866 |                             | $
|                                                                         |  |                               |        |                             |  
|Interest expense:                                                        |  |                               |        |                             |  
|Interest on deposits                                                     |  |                               | 3,986  |                             |  
|Interest on borrowed   funds                                             |  |                               | 1,859  |                             |  
|                                                                         |  |                               |        |                             |  
|Total interest expense                                                   |  |                               | 5,845  |                             |  
|                                                                         |  |                               |        |                             |  
|Net interest income                                                      |  |                               | 5,021  |                             |  
|Provision for loan losses                                                |  |                               |       |                             |  
|                                                                         |  |                               |        |                             |  
|Net interest income after provision for loan losses                      |  |                               | 5,021  |                             |  
|                                                                         |  |                               |        |                             |  
|Non-interest income:                                                     |  |                               |        |                             |  
|Gain on sale of   securities                                             |  |                               |       |                             |  
|(Loss) gain on sale of   loans                                           |  |                               | (3     | )                           |  
|Other non-interest   income                                              |  |                               | 903    |                             |  
|                                                                         |  |                               |        |                             |  
|Total non-interest income                                                |  |                               | 900    |                             |  
|                                                                         |  |                               |        |                             |  
|Non-interest expense:                                                    |  |                               |        |                             |  
|Salaries and benefits                                                    |  |                               | 2,849  |                             |  
|Other non-interest   expense                                             |  |                               | 1,880  |                             |  
|Occupancy  net                                                          |  |                               | 376    |                             |  
|                                                                         |  |                               |        |                             |  
|Total non-interest expense                                               |  |                               | 5,105  |                             |  
|                                                                         |  |                               |        |                             |  
|Income before income taxes                                               |  |                               | 816    |                             |  
|Provision for income taxes                                               |  |                               | 235    |                             |  
|                                                                         |  |                               |        |                             |  
|Net Income                                                               |  | $                             | 581    |                             | $
|                                                                         |  |                               |        |                             |  
|Earnings per share                                                       |  |                               |        |                             |  
|Basic                                                                    |  | $                             | 0.12   |                             | $
|Diluted                                                                  |  | $                             | 0.12   |                             | $
|                                                                         |  |                               |        |                             |  

See accompanying notes to condensed consolidated financial statements.

4

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WESTBANK CORPORATION AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

|(Unaudited)                                                                              |  | Six Months   Ended June 30, |        
|---------------------------------------------------------------------------------------- |  | --------------------------- | -------
|                                                                                         |  |                             |        
|(Dollar amounts in thousands)                                                            |  | 2006                        |        
|                                                                                         |  |                             |        
|Operating activities:                                                                    |  |                             |        
|Net income                                                                               |  | $                           | 1,490  
|Adjustments to   reconcile net income to net cash provided by operating activities:      |  |                             |        
|Provision   for loan losses                                                              |  |                             |       
|Write-down   of other real estate owned                                                  |  |                             | 22     
|Net   amortization of premiums and discounts on investments and loans                    |  |                             | 71     
|Loan   originations  available-for-sale                                                 |  |                             | (1,397 
|Proceeds   from sale of available-for-sale loans                                         |  |                             | 1,402  
|Depreciation   and amortization                                                          |  |                             | 317    
|Gain   on sale of securities                                                             |  |                             |       
|Gain   on sale of loans                                                                  |  |                             | (16    
|Loss   (gain) on sale of other assets                                                    |  |                             | 21     
|Excess   bank-owned life insurance proceeds over book value                              |  |                             |       
|Increase   in cash surrender value of bank-owned life insurance                          |  |                             | (175   
|Deferred   income taxes                                                                  |  |                             | (77    
|Share-based   compensation                                                               |  |                             | 111    
|Excess   tax benefit from share-based compensation                                       |  |                             | (203   
|Income   tax benefit from exercise of non-qualified stock options                        |  |                             |       
|Changes   in assets and liabilities:                                                     |  |                             |        
|Accrued   interest receivable                                                            |  |                             | (297   
|Other   assets                                                                           |  |                             | 62     
|Accrued   interest payable on deposits and borrowings                                    |  |                             | 529    
|Other   liabilities                                                                      |  |                             | 532    
|                                                                                         |  |                             |        
|Net cash provided by   operating activities                                              |  |                             | 2,392  
|                                                                                         |  |                             |        
|Investing activities:                                                                    |  |                             |        
|Securities:                                                                              |  |                             |        
|Held   to maturity:                                                                      |  |                             |        
|Purchases                                                                                |  |                             | (5,000 
|Proceeds   from maturities and principal payments                                        |  |                             | 4,527  
|Available   for sale:                                                                    |  |                             |        
|Purchases                                                                                |  |                             | (1,008 
|Proceeds   from sales                                                                    |  |                             |       
|Proceeds   from maturities and principal payments                                        |  |                             | 4,256  
|Purchase of loans                                                                        |  |                             | (11,450
|Proceeds from loan sales                                                                 |  |                             |       
|Net increase in loans                                                                    |  |                             | (4,936 
|Purchases of property and   equipment                                                    |  |                             | (1,088 
|Proceeds from sale of other   assets                                                     |  |                             | 29     
|Proceeds from bank-owned   life insurance                                                |  |                             |       
|Purchase of Federal Home   Loan Bank stock                                               |  |                             | (1,232 
|                                                                                         |  |                             |        
|Net cash used in investing   activities                                                  |  |                             | (15,902
|                                                                                         |  |                             |        
|Financing activities:                                                                    |  |                             |        
|Net   increase in deposits                                                               |  |                             | 6,971  
|Net   (decrease) increase in short-term borrowings                                       |  |                             | (17,903
|Proceeds   from long-term borrowings                                                     |  |                             | 40,000 
|Repayment   of long-term borrowings                                                      |  |                             | (15,715
|Purchase   of common stock                                                               |  |                             | (364   
|Excess   tax benefit from share-based compensation                                       |  |                             | 203    
|Proceeds   from exercise of stock options, stock purchase plan and dividend reinvestment |  |                             | 805    
|Dividends   paid                                                                         |  |                             | (1,331 
|                                                                                         |  |                             |        
|Net cash provided by   financing activities                                              |  |                             | 12,666 
|                                                                                         |  |                             |        
|(Decrease) Increase in cash   and cash equivalents                                       |  |                             | (844   
|Cash and cash equivalents   at beginning of period                                       |  |                             | 13,933 
|                                                                                         |  |                             |        
|Cash and cash equivalents   at end of period                                             |  | $                           | 13,089 
|                                                                                         |  |                             |        
|Cash paid:                                                                               |  |                             |        
|Interest   on deposits and borrowings                                                    |  | $                           | 10,422 
|Income   taxes, net                                                                      |  |                             | 872    
|Supplemental disclosure of   cash flow information:                                      |  |                             |        
|Unrealized   loss on securities available for sale, net of taxes                         |  |                             | (1,939 
|Transfer   of loans to loans held for sale                                               |  |                             | 1,397  

See accompanying notes to condensed consolidated financial statements.

5

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WESTBANK CORPORATION AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SIX MONTHS ENDED JUNE 30, 2006 AND 2005(Unaudited)

NOTE A  -  GENERAL INFORMATION

Westbank Corporation (the Corporation) is a Massachusetts-chartered corporation and a registered bank holding company.  The Corporation has a wholly-owned bank subsidiary, Westbank, a Massachusetts-chartered commercial bank and trust company (the Bank).  The Bank has two subsidiaries: Park West Securities Corporation and PWB&T, Inc. (PWB&T).  The Corporation is headquartered in West Springfield, Massachusetts.  As of June 30, 2006, the Bank had seventeen offices located in Massachusetts and Connecticut that provide a full range of retail banking services to individuals, businesses and nonprofit organizations.  The accompanying unaudited condensed consolidated financial statements include the Corporation, the Bank and the Banks two subsidiaries.  All significant intercompany balances and transactions have been eliminated in the accompanying unaudited condensed consolidated financial
statements.

NOTE B  -  BASIS OF PRESENTATION

The accompanying  unaudited condensed  consolidated financial statements for the
three- and six-month  periods ended June 30, 2006 and 2005 have been prepared in
accordance with accounting principles generally accepted in the United States of
America (generally  accepted accounting  principles).   Certain
information  and note  disclosures  normally  included in  financial  statements
prepared in accordance with generally accepted  accounting  principles have been
omitted,  pursuant to the rules and  regulations  of the Securities and Exchange
Commission  for  interim  reports.   In  the  opinion  of  management,  all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included.   Operating results for the six-month
period ended June 30, 2006 are not  necessarily  indicative  of the results that
may be expected for the year ending December 31,  2006.   In preparing such
financial  statements,  management is required to make estimates and assumptions
that  affect  the   reported   amounts.    Actual   results   could  differ
significantly from these  estimates.   The costs associated with the merger
agreement between NewAlliance Bancshares, Inc. (NewAlliance) and the Corporation
could have a significant  impact on the operating results of the Corporation for
the year ending December 31, 2006.   For additional  information  regarding
the merger agreement, see Note J, Subsequent Event.

For further information, please refer to the Consolidated Financial Statements and footnotes thereto included in the Westbank Corporation Annual Report on Form 10-K for the year ended December 31, 2005.

NOTE C  -  FINANCIAL STATEMENT RECLASSIFICATIONS

Certain amounts in the December 31, 2005 and June 30, 2005 financial statements have been reclassified to conform to the June 30, 2006 presentation.

6

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NOTE D  -  RECENT ACCOUNTING PRONOUNCEMENTS

In July 2006, the Financial Accounting Standards Board (FASB) issued Financial
Accounting Standards Interpretation No. 48 (FIN 48), Accounting for
Uncertainty in Income Taxes.  FIN 48 clarifies the accounting for
uncertainty in income taxes recognized in an enterprises financial
statements in accordance with FASB Statement No. 109, Accounting for
Income Taxes.  FIN 48 establishes a two-step process for evaluating a
tax position.  The Interpretation prescribes a
more-likely-than-not recognition threshold and measurement attribute
for financial statement recognition and measurement of a tax position taken or
expected to be taken in a tax return.  FIN 48 also provides guidance on
derecognition, classification, interest and penalties, accounting in interim
periods, disclosure and transition.  FIN 48 is effective for fiscal years
beginning after December 15, 2006.  The Corporation has not yet determined
the impact, if any, of adopting FIN 48.

In March 2006, the FASB issued Statement of Financial Accounting Standards
(SFAS) No. 156, Accounting for Servicing of Financial Assets, an
amendment of FASB Statement No. 140.  SFAS No. 156 requires all
separately recognized servicing assets and servicing liabilities to be initially
measured at fair value, if practicable.  For subsequent measurements, the
standard permits an entity to measure each class of servicing assets or
servicing liabilities using either the amortization method or fair value
method.  The decision to subsequently measure a class of servicing assets
or liabilities using the fair value method is irrevocable.  SFAS No. 156 is
effective for the first fiscal year that begins after September 15, 2006, which
is January 1, 2007 for the Corporation.  The Corporation is currently
evaluating the potential impact of adopting SFAS No. 156 but does not
expect it to have a material effect on the Corporations financial
condition or results of operations.

In February 2006, the FASB issued SFAS No. 155, Accounting for
Certain Hybrid Financial Instruments, which amends SFAS No. 133 and SFAS
No. 140.  SFAS No. 155 permits an entity to apply fair value accounting for
any hybrid financial instruments that contain an embedded derivative that would
otherwise require bifurcation.  Changes in fair value would be recognized
in the statement of income.  The fair value election may be applied on an
instrument-by-instrument basis.  SFAS No. 155 also eliminates a restriction
on the passive derivative instruments that a qualifying special purpose entity
may hold.  SFAS No. 155 is effective for those financial instruments
acquired or issued after the beginning of the first fiscal year following
September 15, 2006, which is January 1, 2007 for the Corporation. 
Management does not expect the adoption of SFAS No. 155 to have an impact on the
Corporations financial condition or results of operations.

NOTE E  -  FINANCIAL LETTERS OF CREDIT

The Corporation has financial letters of credit that require the Corporation to make payment in the event of the customers default, as defined in the agreements.  The Corporation measures and considers recognition of the fair value of the guarantee obligation at inception.  The Corporation estimates the initial fair value of the letters of credit based on the fee received from the customer.  The fees collected as of June 30, 2006 were immaterial; therefore, these guarantee obligations are not reflected in the accompanying condensed consolidated financial statements.  The maximum potential undiscounted amount of future payments of letters of credit as of June 30, 2006 are approximately $650,000, all of which will expire within one year.  Amounts due under these letters of credit would be reduced by any proceeds that the Corporation would be able to obtain in liquidating the collateral for the loans, which varies depending on the
customer.  The Corporation has not recorded any contingent liabilities related to these letters of credit.

NOTE F  -  DIRECTORS AND EXECUTIVES SUPPLEMENTAL RETIREMENT PLAN

The Westbank Directors and Executives Supplemental Retirement Plan was established in 2001.  Under the Supplemental Retirement Plan, the Bank provides post-retirement benefits for non-employee Directors who retire from the Board after reaching age seventy-two (72) and certain executive officers who retire at age sixty-five (65).  The retirement benefit is in the amount of seventy-five percent (75%) of the Directors or executives final compensation at retirement and is payable for the life of the retiree.  For the executives, this amount is reduced by fifty percent (50%) of the primary insurance amount from Social Security and any employer-provided qualified retirement plans.  The Corporation uses a December 31 measurement date for the plan.

The combined cost of the Corporations defined benefit portion of the Directors and Executives Supplemental Retirement Plan includes the following components:

|                                   |  | Three   Months Ended June 30, |         |  | Six Months   Ended June 30, |        
|---------------------------------- |  | ----------------------------- | ------- |  | --------------------------- | -------
|                                   | 
|                                   |  |                               | 2006    |  |                             | 2005   
|                                   | 
|Service cost                       |  | $                             | 48,388  |  | $                           | 41,822 
|Interest cost                      |  |                               | 74,462  |  |                             | 56,960 
|Amortization of prior service cost |  |                               | 55,266  |  |                             | 31,235 
|Amortization of net loss           |  |                               | 14,962  |  |                             | 20,571 
|                                   | 
|Net periodic benefit cost          |  | $                             | 193,078 |  | $                           | 150,588
|                                   | 

7

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The weighted average assumptions utilized to determine the benefit obligation and net benefit cost are as follows:

|At June 30,                             |  |  | 2006 |   |  | 2005 |  
|--------------------------------------- |  |  | ---- | - |  | ---- | -
|                                        | 
|Discount rate                           |  |  | 5.75 | % |  | 5.75 | %
|Rate of increase in compensation levels |  |  | 5.00 | % |  | 5.00 | %

The Corporation funds the Directors and Executives Supplemental Retirement Plan as benefits become payable.  The Corporation contributed $10,500 during the second quarter of 2006.  There are no additional contributions planned for the year.

NOTE G  -  SHARE-BASED COMPENSATION

On January 1, 2006, the Corporation
adopted SFAS No. 123(R), ShareBased Payment.  SFAS No. 123(R)
requires the recognition of compensation expense related to share-based payment
transactions under the fairvaluebased method.  The Corporation adopted
SFAS No. 123(R) using the modified prospective method of transition.  Under
the modified prospective method, compensation cost is recognized on or after the
effective date for the portion of awards for which the requisite service has not
yet been rendered.  Results from prior periods have not been retroactively
adjusted.  The adoption of SFAS No. 123(R) did not have a material effect
on the Corporations financial condition or results of operations.

The Corporation has been expensing
stock-based compensation since January 1, 2003, as it had previously adopted the
fairvaluebased method of expense recognition under SFAS No. 123.  The
fairvaluebased method of expense recognition in SFAS No. 123(R) is similar to
the fairvaluebased method described in SFAS No. 123.  However, SFAS No.
123(R) requires that compensation cost is recognized net of estimated
forfeitures.  Effective January 1, 2006, the Corporation recognizes
compensation expense net of estimated forfeitures.

The Corporation currently accelerates the recognition of compensation cost for retired employees and Directors at the date of retirement.  As of January 1, 2006, for any new awards granted, the Corporation recognizes compensation expense for the period from the date of grant through the date that the employee first becomes eligible for retirement.  In some cases, this will result in the recognition of compensation cost over a shorter period than the stated vesting period.  Had the Corporation previously applied the accelerated vesting methodology in SFAS No. 123(R), additional compensation expense totaling $7,200 and $9,600 would have been recognized for the three months ended June 30, 2006 and 2005, respectively.  For the six months ended June 30, 2006 and 2005, the Corporation would have recognized additional compensation expense totaling $16,900 and $19,300, respectively.

Prior to the adoption of SFAS No. 123(R), all tax benefits resulting from the exercise of stock options were presented as operating cash flows in the Condensed Consolidated Statements of Cash Flows. In accordance with SFAS No. 123(R), for the six months ended June 30, 2006, the presentation of the statement of cash flows has changed from prior periods.  SFAS No. 123(R) requires that cash flows resulting from tax deductions in excess of the cumulative compensation cost recognized for options exercised (excess tax benefits) be classified as financing cash flows.  For the six months ended June 30, 2006, excess tax benefits realized from the exercise of stock options of approximately $203,300 were reported as financing cash flows.

SFAS No. 123(R) requires the Corporation to calculate its pool of excess tax benefits, or the additional paid-in capital pool (APIC pool), available as of January 1, 2006, to absorb tax deficiencies that may be recognized in subsequent periods.  On November 10, 2005, the FASB issued FASB Staff Position No. FAS 123(R)-3 Transition Election Related to Accounting for Tax Effects of Share-Based Payment Awards.  The FASB Staff Position offers an alternative transition method to account for the tax effects of share-based compensation.  The alternative transition method includes a simplified method to calculate the beginning balance of the APIC pool.  The Corporation has elected to adopt the alternative transition method provided in the FASB Staff Position for calculating the tax effects of share-based compensation pursuant to SFAS No. 123(R).  The Corporation has not yet calculated the beginning balance of its APIC pool, as
it has one year from the adoption of SFAS No. 123(R) to do so.  Management does not expect the calculation of its APIC pool to have an impact on the Corporation.

8

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Stock Option Plan

The 1996 Incentive Stock Option Plan for Directors and employees was established in 1996 and amended at the 2002 Annual Meeting of Shareholders.  The 1996 Incentive Stock Option Plan was terminated on April 19, 2006 at the 2006 Annual Meeting of Shareholders.

The termination of the 1996 Incentive Stock Option Plan did not impact the options outstanding.  There are no options available for future grants.  At June 30, 2006, all outstanding stock options are fully vested and exercisable.  There is no unrecognized compensation cost related to these options.

Stock option activity for the six months ended June 30, 2006 was as follows:

|                                 |  | Number of    Options |         | Weighted    Average    Exercise Price |   | Weighted    Average    Remaining    Contractual Life |  | Aggregate    Intrinsic Value |             
|-------------------------------- |  | -------------------- | ------- | ------------------------------------- | - | ---------------------------------------------------- |  | ---------------------------- | ------------
|                                 | 
|Outstanding at January 1,   2006 |  |                      | 546,562 |                                       | $ | 10.91                                                |  |                              |             
|Exercised                        |  |                      | 74,656  |                                       |   | 7.37                                                 |  |                              |             
|                                 | 
|Outstanding at June 30,   2006   |  |                      | 471,906 |                                       | $ | 11.48                                                |  |                              | 4.74   years
|                                 | 
|Exercisable at June 30,   2006   |  |                      | 471,906 |                                       | $ | 11.48                                                |  |                              | 4.74   years
|                                 | 

Cash received from options exercised for the six months ended June 30, 2006 and 2005 was $549,900 and $73,300, respectively.  The intrinsic value of options exercised during the six-month periods ended June 30, 2006 and 2005 was $745,700 and $134,900, respectively.

Restricted Stock Plan

On April 21, 2004, Westbank Corporations stockholders approved the Corporations adoption of the 2004 Recognition and Retention Plan (RRP), which allows the Corporation to grant restricted stock awards to certain officers, employees and outside Directors.  During 2004, the Board of Directors granted 92,505 shares of restricted stock pursuant to the RRP.  The restricted shares generally vest at a rate of 12.5% per year over eight years, with acceleration upon retirement.  The restricted common shares are held in trust until vested.  On April 19, 2006, the 2004 RRP was terminated at the Annual Meeting of Shareholders.  The termination of the RRP had no impact on the non-vested restricted shares outstanding.  There are no shares of restricted stock available for future grants.  At June 30, 2006, there were 69,000 shares of non-vested restricted stock outstanding, held in trust.

In accordance with SFAS No. 123(R), the
fair value of restricted stock awards is estimated on the date of grant based on
the market price of our stock and is amortized to compensation expense on a
straightline basis over the related vesting periods.  The unrecognized
compensation cost related to the non-vested restricted stock award was recorded
as unearned compensation in stockholders equity at December 31,
2005.  As part of the adoption of SFAS No. 123(R), on January 1, 2006, the
unrecognized compensation cost related to the non-vested restricted stock award
was included as a component of additional paidin capital.

Activity related to the restricted share plan for the six months ended June 30, 2006 was as follows:

|                                |  | Number of    Restricted Shares |        | Weighted    Average Grant    Date Fair Value |  
|------------------------------- |  | ------------------------------ | ------ | -------------------------------------------- | -
|                                | 
|Non-vested at January 1,   2006 |  |                                | 80,500 |                                              | $
|Granted                         |  |                                |       |                                              |  
|Vested                          |  |                                | 11,500 |                                              |  
|Forfeited or expired            |  |                                |       |                                              |  
|                                | 
|Non-vested at June 30, 2006     |  |                                | 69,000 |                                              | $
|                                | 

At June 30, 2006, there was $1,313,200 of total unrecognized compensation cost related to the non-vested restricted shares, which is expected to be recognized over the remaining weighted-average vesting period of 5.9 years.

9

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The following table represents share-based compensation expense and the related tax effects:

|                                                                                   |  | Six Months   Ended June 30, |        
|---------------------------------------------------------------------------------- |  | --------------------------- | -------
|                                                                                   |  |                             |        
|                                                                                   |  |                             | 2006   
|                                                                                   | 
|Share-based compensation   expense                                                 |  | $                           | 110,976
|Income tax benefit related   to share-based compensation, recognized in net income |  |                             | 42,837 
|Excess tax benefit realized   due to exercise of options                           |  |                             | 203,294

Share-based compensation expense is included in Salaries and Benefits in the accompanying Condensed Consolidated Statements of Income.

The Corporation has an ongoing share repurchase plan.  Shares are purchased on the open market and used to satisfy share option exercises.  During the six months ended June 30, 2006, 22,150 shares were purchased pursuant to the repurchase plan.  There were no shares purchased under the plan during the first six months of 2005.  At June 30, 2006, there were 139,869 shares still available to purchase under the plan.

NOTE H  -  EARNINGS PER SHARE

Basic earnings per share represents income available to common shareholders divided by the weighted average number of common shares outstanding during the period.  Diluted earnings per share reflects additional common shares that would have been outstanding if certain potentially dilutive common shares were issued during the period.  For the three-month periods ended June 30, 2006 and 2005, 8,400 and 96,024, respectively, potentially dilutive common shares were excluded from the following table because the effect was antidilutive.  For the six-month periods ended June 30, 2006 and 2005, 48,650 and 98,465, respectively, potentially dilutive common shares were excluded from the following table because the effect was antidilutive.  The following table sets forth the components of basic and diluted earnings per share:

|                                                     |  | Three   Months Ended June 30, |           | Six Months   Ended June 30, |  
|---------------------------------------------------- |  | ----------------------------- | --------- | --------------------------- | -
|                                                     |  |                               |           |                             |  
|(Dollar amounts in thousands, except per-share data) |  | 2006                          |           | 2005                        |  
|                                                     | 
|Net income                                           |  | $                             | 581       |                             | $
|Weighted average shares outstanding                  |  |                               |           |                             |  
|Basic weighted average   shares outstanding          |  |                               | 4,690,360 |                             |  
|Dilutive potential   common shares                   |  |                               | 178,823   |                             |  
|                                                     | 
|Diluted weighted average shares outstanding          |  |                               | 4,869,183 |                             |  
|                                                     | 
|Earnings per share                                   |  |                               |           |                             |  
|Basic earnings per   share                           |  | $                             | 0.12      |                             | $
|Diluted earnings per   share                         |  | $                             | 0.12      |                             | $
|                                                     | 

NOTE I  -  COMPREHENSIVE (LOSS) INCOME

|                                                                                                                                                                                                                                |  | Three   Months Ended June 30, |      | Six Months   Ended June 30, |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------- | ---- | --------------------------- | -
|                                                                                                                                                                                                                                |  |                               |      |                             |  
|(Dollar amounts in thousands)                                                                                                                                                                                                   |  | 2006                          |      | 2005                        |  
|                                                                                                                                                                                                                                | 
|Net   income                                                                                                                                                                                                                    |  | $                             | 581  |                             | $
|                                                                                                                                                                                                                                | 
|Change in unrealized loss on securities available for sale, net of income tax
(benefit) expense of $(484) and $639 for the three-month and $(1,116) and $7 for
the six-month periods ended June 30, 2006 and 2005, respectively |  |                               | (839 | )                           |  
|Less reclassification adjustment for gains included in net income, net of income
tax expense of $39 for the six-month period ended June 30, 2005                                                                                |  |                               |     |                             |  
|                                                                                                                                                                                                                                | 
|Other Comprehensive (Loss) Income                                                                                                                                                                                               |  |                               | (839 | )                           |  
|                                                                                                                                                                                                                                | 
|Comprehensive (Loss) Income                                                                                                                                                                                                     |  | $                             | (258 | )                           | $
|                                                                                                                                                                                                                                | 

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NOTE J  SUBSEQUENT EVENT

On July 18, 2006, the Corporation announced that it had entered into a definitive agreement whereby NewAlliance will acquire the Corporation for approximately $116,000,000 in cash and stock.  The terms of the merger agreement call for each outstanding share of Westbank common stock to be converted into the right to receive $23.00 in cash or stock.  The stock exchange ratio will be determined by dividing $23.00 by a 20-day average daily closing price of NewAlliance common stock on the New York Stock Exchange, provided that should the average NewAlliance price be below $13.30, the exchange ratio will be fixed at 1.7293, or should the average NewAlliance price be above $14.70, the exchange ratio will be fixed at 1.5646.  The Corporations shareholders will have the right to elect either cash or stock, with the constraint that the overall transaction must be consummated with 50% of the payout in stock and 50% in cash.  If there is an imbalance

in elections, there will be a proration of proceeds to achieve the 50/50 split.

The definitive agreement has been approved by the Boards of Directors of both NewAlliance and the Corporation.  The transaction is subject to approval by the shareholders of the Corporation, as well as customary regulatory approvals, including the banking departments of both Connecticut and Massachusetts and the Federal Deposit Insurance Corporation (FDIC).  The transaction is expected to close in early 2007.

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|ITEM   2. | MANAGEMENTS   DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|--------- | ---------------------------------------------------------------------------------------

Information Concerning Forward-Looking Statements

The following forward looking statements are made in accordance with the Private Securities Litigation Reform Act of 1995.

The Corporation has made and may make in the future forward-looking statements concerning future performance, including but not limited to future earnings and events or conditions that may affect such future performance.  These forward-looking statements are based upon managements expectations and belief concerning possible future developments and the potential effect of such future developments on the Corporation.  There is no assurance that such future developments will be in accordance with managements expectations and belief or that the effect of any future developments on the Corporation will be those anticipated by the Corporations management.

All assumptions that form the basis of any forward-looking statements regarding future performance, as well as events or conditions which may affect such future performance, are based on factors that are beyond the Corporations ability to control or predict with precision, including future market conditions and the behavior of other market participants.  Factors that could cause actual results to differ materially from such forward-looking statements include, but are not limited to, the following:

|1.  | Changes   in market interest rates could adversely affect our financial condition and   results of operations.                                                               
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                              
|2.  | Our   commercial real estate and commercial loan portfolios may increase our credit   risk.                                                                                  
|    |                                                                                                                                                                              
|3.  | Increased   competition in the banking and financial services industry may unfavorably   affect our business.                                                                
|    |                                                                                                                                                                              
|4.  | Increases   to the allowance for loan losses would reduce our earnings.                                                                                                      
|    |                                                                                                                                                                              
|5.  | Improper   functioning of our information technology systems could have an adverse   impact on our operations.                                                               
|    |                                                                                                                                                                              
|6.  | Regulatory   restrictions and reduced earnings may limit our dividend payments.                                                                                              
|    |                                                                                                                                                                              
|7.  | Failure   to pay interest on our debt may adversely impact our business.                                                                                                     
|    |                                                                                                                                                                              
|8.  | Changes   in the value of our goodwill could reduce our earnings.                                                                                                            
|    |                                                                                                                                                                              
|9.  | We   are subject to extensive regulation that could restrict our activities or   impose financial limitations.                                                               
|    |                                                                                                                                                                              
|10. | The   Corporations business could be adversely affected by uncertainty related to   the proposed merger and contractual restrictions while the proposed merger is   pending.
|    |                                                                                                                                                                              
|11. | Failure   to complete the proposed merger could negatively impact the Corporations   stock price, future business and financial results.                                    

Forward-looking statements speak only as of the date they were made.  While the Corporation periodically reassesses material trends and uncertainties affecting the Corporations performance in connection with its preparation of managements discussion and analysis of results of operations and financial condition contained in its quarterly and annual reports, the Corporation does not intend to review, revise or update any particular forward-looking statement.

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Critical Accounting Policies

The accounting and reporting policies of the Corporation are in accordance with accounting principles generally accepted in the United States of America and conform to general practices within the banking industry.  In reviewing and understanding financial information for the Corporation, you are encouraged to read and understand the significant accounting policies that are used in preparing the Corporations consolidated financial statements.  These policies are described in Note 1 to the consolidated financial statements in the Corporations Annual Report on Form 10-K.

Certain accounting policies require significant estimates and assumptions that have a material impact on the carrying value of certain assets and liabilities.  These accounting policies are considered to be critical accounting policies.  The estimates and assumptions used are based on historical experience and other factors that we believe reasonable under the circumstances.  Actual results could differ significantly from these estimates and assumptions, which could have a material impact on the carrying values of assets and liabilities at the balance sheet dates and on the results of operations for the reporting periods.  Management believes that other-than-temporary impairment analysis, accounting for loans and the allowance for loan losses and goodwill impairment are the critical accounting policies that require the most significant estimates and assumptions and are particularly susceptible to significant change in the preparation of the
consolidated financial statements.

Other-Than-Temporary Impairment of Investment Securities -

Management evaluates securities for other-than-temporary impairment at least on a quarterly basis and more frequently when economic or market conditions warrant such evaluation.  Consideration is given to the length of time and the extent to which the fair value has been less than cost, the financial condition and near-term prospects of the issuer, and the intent and ability of the Corporation to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value.  Securities that have experienced an other than temporary decline in value are written down to estimated fair value, establishing a new cost basis with the amount of the write-down expensed as a realized loss.  If an investment security is deemed other-than-temporarily impaired, the write-down of that security would have a negative impact on earnings.

Accounting for Loans  -

Interest income on loans is recorded on an accrual basis.  Loan origination fees, net of certain direct loan origination costs, are deferred and recognized as income over the life of the related loan as an adjustment to the loans yield.  Non-accrual loans are loans on which the accrual of interest ceases when the collection of principal or interest payments is determined to be doubtful by management.  It is the general policy of the Corporation to discontinue the accrual of interest when principal or interest payments are delinquent ninety (90) days, unless the loan principal and interest are determined by management to be fully collectible.  Any unpaid amounts previously accrued on these loans are reversed from income.  Interest received on a loan in non-accrual status is applied to reduce principal or, if management determines that the principal is collectible, applied to interest on a cash basis.  A loan is returned to
accrual status after the borrower has brought the loan current and has demonstrated compliance with the loan terms for a sufficient period, and managements doubts concerning collectibility have been removed.

The Corporation measures impairment of loans in accordance with SFAS No. 114, Accounting for Impairment of a Loan, as Amended by SFAS No. 118, Accounting by Creditors for Impairment of a Loan - Income Recognition and Disclosures (collectively SFAS No. 114).  A loan is recognized as impaired when it is probable that either principal or interest is not collectible in accordance with the terms of the loan agreement.  Measurement of impairment for commercial loans is generally based on the present value of expected future cash flows discounted at the loans effective interest rate.  Commercial real estate loans are generally measured based on the fair value of the underlying collateral.  If the estimated fair value of the impaired loan is less than the related recorded amount, a specific valuation allowance is established or a write-down is charged against the allowance for loan losses.  Smaller balance

homogenous loans, including residential real estate and consumer loans, are excluded from the provisions of SFAS No. 114.  Generally, income is recorded only on a cash basis for impaired loans.

Mortgage loans originated and intended for sale in the secondary market are carried at the lower of cost or fair value in the aggregate.  Net unrealized losses are recognized through a valuation allowance charged to income.

Allowance for Loan Losses  -

The approach the Corporation uses in determining the adequacy of the allowance for loan losses is an exposure method based on the Corporations loan loss history, among other factors.  Quarterly, based on an internal review of the loan portfolio, the Corporation identifies required allowance allocations targeted to specific recognized problem loans that, in the opinion of management, have potential loss exposure or uncertainties relative to the depth of the collateral on these same loans.  In addition, the Corporation maintains a formula-based general allowance against the remainder of the loan portfolio, based on the overall mix of the loan portfolio and the loss history of each loan category.  The formula-based allowance allocation is calculated by applying loss factors to outstanding loans by category.  Loss factors are based on historical loss experience.  The amount of the recorded allowance above the minimum of the formula range

is based on managements evaluation of relevant factors (e.g., local area economic statistics, credit quality trends, loan concentrations, industry conditions and delinquency levels) and the percentage of the allowance for loan losses to aggregate loans.

13

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The appropriateness of the allowance for loan losses is evaluated quarterly by management.  Factors considered in evaluating the appropriateness of the allowance include the size and concentration of the portfolio, previous loss experience, current economic conditions and their effect on borrowers, the financial condition of individual borrowers and the related performance of individual loans in relation to contract terms.  The provision for loan losses charged to operating expense is based upon managements judgment of the amount necessary to maintain the allowance at an appropriate level to absorb losses.  Management also retains an independent loan review consultant to provide advice on the appropriateness of the loan loss allowance.  Loan losses are charged against the allowance for loan losses when management believes the collectibility of the principal is unlikely.  The allowance for loan losses is a significant estimate and
losses incurred in excess of the allowance would adversely impact earnings.

At June 30, 2006, the allowance for loan losses totaled $4,123,000, representing 0.92% of total loans and 204.51% of non-performing loans.  The Corporation participates in a program to purchase commercial mortgages guaranteed by the United States Department of Agriculture (USDA) and the United States Small Business Association (SBA).  At June 30, 2006, these commercial mortgages totaled $13,969,000.  The Corporation does not provide an allowance for loan losses for these purchased commercial loans as they are 100% guaranteed.  At June 30, 2006, the allowance for loan losses represents 0.95% of total loans, excluding these loans guaranteed by the USDA and SBA.  Please see Provision and Allowance for Loan Losses in this Managements Discussion and Analysis for further discussion of the Corporations methodology in determining the allowance as of June 30, 2006.

Goodwill Impairment -

The Corporation tests its goodwill for impairment on an annual basis and when other indicators are present.  The test for goodwill impairment is dependent on certain factors that are subject to change.  The Corporation selected December 31st as its annual goodwill impairment testing date.  If our goodwill is ever found to be impaired, we would be required to write off all or part of our goodwill, which would negatively impact our earnings.  As of December 31, 2005, the Corporation deemed that no impairment existed.

Overview  -

The Corporation is a Massachusetts-chartered corporation and a registered bank holding company.  The Corporation has a wholly-owned bank subsidiary, Westbank, a Massachusetts chartered commercial bank and trust company formed in 1962.  The Bank has two subsidiaries:  Park West Securities Corporation and PWB&T.  The Corporation is headquartered in West Springfield, Massachusetts.  As of June 30, 2006, the Bank had seventeen offices located in Massachusetts and Connecticut that provide a full range of retail banking services to individuals, businesses and nonprofit organizations.

The primary source of Westbanks revenue is interest earned on loans and securities and fee income.  The Corporation has experienced growth and increased revenue from its commercial lending and leasing.

Westbank Corporation has a growth-oriented strategy focused on shareholder value, unparalleled service and effective capital management.

Recent Developments  -

In June 2006, the Bank opened its newly-constructed branch office in Southwick, Massachusetts.

On July 18, 2006, the Corporation announced that it had entered into a definitive agreement whereby NewAlliance will acquire the Corporation for approximately $116,000,000 in cash and stock.  The terms of the merger agreement call for each outstanding share of Westbank common stock to be converted into the right to receive $23.00 in cash or stock.  The stock exchange ratio will be determined by dividing $23.00 by a 20-day average daily closing price of NewAlliance common stock on the New York Stock Exchange, provided that should the average NewAlliance price be below $13.30, the exchange ratio will be fixed at 1.7293, or should the average NewAlliance price be above $14.70, the exchange ratio will be fixed at 1.5646.  The Corporations shareholders will have the right to elect either cash or stock, with the constraint that the overall transaction must be consummated with 50% of the payout in stock and 50% in cash.  If there is an imbalance

in elections, there will be a proration of proceeds to achieve the 50/50 split.

The definitive agreement has been approved by the Boards of Directors of both NewAlliance and the Corporation.  The transaction is subject to approval by the shareholders of the Corporation, as well as customary regulatory approvals, including the banking departments of both Connecticut and Massachusetts and the FDIC.  The transaction is expected to close in early 2007.

Comparison of Financial Condition at June 30, 2006 and December 31, 2005  -

Total assets increased by $13,389,000 to $822,096,000 at June 30, 2006 from $808,707,000 at December 31, 2005, primarily due to an increase in loans.

Earning assets increased primarily as a result of an increase in gross loans of $16,230,000.  As of June 30, 2006 and December 31, 2005, earning assets amounted to $774,539,000 or 94.2% of total assets and $762,374,000 or 94.3% of total assets, respectively.  Earning assets include a diverse portfolio of earning instruments, including loans and securities issued by federal, state and municipal authorities.  These earning assets are financed through a combination of interest-bearing and interest-free sources.

14

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Net loans increased by $16,306,000, or 3.8%, to $444,566,000 at June 30, 2006 from $428,260,000 at December 31, 2005.  The net increase in loans consists of the following changes:

| | Commercial real estate and commercial and industrial   loans increased by $15,866,000, or 7.7%, to $222,004,000 at June 30, 2006   from $206,138,000 at December 31, 2005.    The Corporation purchased approximately $11,450,000 of commercial   mortgages during the six-month period ended June 30, 2006.  These commercial mortgages are guaranteed   by the USDA and the SBA.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Residential real estate loans, including home equity   loans, increased by $5,212,000, or 3%, to $176,427,000 at June 30, 2006 from   $171,215,000 at December 31, 2005.                                                                                                                                                                                                          
| | Indirect auto loans decreased by $4,088,000, or   10.2%, to $36,061,000 at June 30, 2006 from $40,149,000 at December 31, 2005.                                                                                                                                                                                                                                                   

Total deposits increased by $6,971,000, or 1.2%, to $606,330,000 at June 30, 2006 from $599,359,000 at December 31, 2005.  Borrowings increased approximately $6,382,000 during the first six months of 2006 and totaled $144,836,000 at June 30, 2006 compared to $138,454,000 at December 31, 2005.  The increase in borrowings includes an increase in Federal Home Loan Bank of Boston (FHLB) option advances of $40,000,000, offset by a decrease in short-term FHLB advances of approximately $20,000,000 and $11,700,000 in option advances called by the FHLB.  The Corporation increased its level of borrowings to fund its asset growth.

Stockholders equity at June 30, 2006 and December 31, 2005 was $46,353,000 and $47,378,000 respectively, which represented 5.6% of total assets as of June 30, 2006 and 5.9% of total assets as of December 31, 2005.  The decrease in stockholders equity for the first six months of 2006 is primarily comprised of an unrealized loss on securities available for sale, net of taxes, which amounted to approximately $1,939,000, the payment of quarterly dividends, which aggregated $1,331,000 and the repurchase of 22,150 shares of common stock for a total of $364,000.

These decreases were partially offset by net income of $1,490,000 for the six months ended June 30, 2006, the exercise of stock options aggregating approximately $550,000, and the issuance of shares related to the dividend reinvestment and stock purchase plan, with a combined total of $280,000.

Results of Operations  -

Summary

The Corporation reported net income of $581,000, or $0.12 per diluted share, for the quarter ended June 30, 2006 as compared to $1,248,000, or $0.25 per diluted share, for the same period in 2005.  For the first six months of 2006, net income was $1,490,000 or $0.31 per diluted share, as compared to $2,659,000, or $0.54 per diluted share, for the first six months of 2005.  The decrease in net income was largely driven by an increased level of borrowings and deposits and an increased cost of funds during the first six months of 2006.  The increased cost of funds is due to the increasing interest rate environment.

Interest Income

Interest income for the second quarter of 2006 increased $1,240,000, or 12.9% and totaled $10,866,000 as compared to $9,626,000 for the second quarter of 2005.  For the six months ended June 30, 2006, interest income was $21,374,000, an increase of $2,352,000 or 12.4% over the six months ended June 30, 2005.  Interest income increased for the three- and six-month periods ended June 30, 2006 primarily due to the Corporation earning higher interest rates on its loan portfolio and greater volume of investment securities.  For the three- and six-month periods ended June 30, 2006, the increase in interest income was more than offset by an increase in interest expense.

Interest Expense

Interest expense increased $1,982,000 or 51.3% for the three months ended June 30, 2006 and totaled $5,845,000 as compared to $3,863,000 for the same period in 2005.  Interest expense for the first six months of 2006 was $10,950,000, an increase of $3,388,000 or 44.8% as compared to $7,562,000 for the first six months of 2005.  The increase in interest expense for the three- and six-month periods ended June 30, 2006 was driven principally by the increased level of borrowings and deposits, and the increased cost of funds.

15

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Net Interest and Dividend Income

The Corporations earning assets include a diverse portfolio of earning instruments ranging from the Corporations core business of loan extensions to interest-bearing securities issued by federal, state and municipal authorities.  These earning assets are financed through a combination of interest-bearing and interest-free sources.

Net interest income, the most significant component of earnings, is the amount by which the interest generated by assets exceeds the interest expense on liabilities.  For analytical purposes, the interest earned on tax exempt assets is adjusted to a tax equivalent basis to recognize the income tax savings which facilitates comparison between taxable and tax exempt assets.

The Corporation analyzes its performance by utilizing the concepts of interest rate spread and net yield on earning assets.  The interest rate spread represents the difference between the yield on earning assets and interest paid on interest-bearing liabilities.  The net yield on earning assets is the difference between the rate of interest on earning assets and the effective rate paid on all funds interest-bearing liabilities, as well as interest-free sources (primarily demand deposits and stockholders equity).

The following tables set forth the information relating to the Banks average balances at, and net interest income for, the three- and six-month periods ended June 30, 2006 and 2005, and reflect the average yield on assets and average cost of liabilities for the periods indicated.  Yields and costs are derived by dividing interest income by the average balance of interest-earning assets and interest expense by the average balance of interest-bearing liabilities for the periods shown.  Average balances are derived from actual daily balances over the periods indicated.  Interest income includes fees earned from making changes in loan rates and terms and fees earned when real estate loans are prepaid or refinanced.

|                                                                      |  | Three   Months Ended June 30, |        
|--------------------------------------------------------------------- |  | ----------------------------- | -------
|                                                                      |  |                               |        
|                                                                      |  | 2006                          |        
|                                                                      |  |                               |        
|(Dollar amounts in thousands)                                         |  | Average   Balance             |        
|                                                                      |  |                               |        
|ASSETS                                                                |  |                               |        
|Federal funds sold and temporary investments                          |  | $                             | 828    
|Securities                                                            |  |                               | 329,044
|Loans (b)                                                             |  |                               | 449,770
|                                                                      |  |                               |        
|Total earning assets                                                  |  |                               | 779,642
|                                                                      |  |                               |        
|Loan loss allowance                                                   |  |                               | (4,200 
|All other assets                                                      |  |                               | 47,866 
|                                                                      |  |                               |        
|TOTAL   ASSETS                                                        |  | $                             | 823,308
|                                                                      |  |                               |        
|LIABILITIES   AND EQUITY                                              |  |                               |        
|Interest-bearing deposits                                             |  | $                             | 517,930
|Borrowed funds                                                        |  |                               | 176,288
|                                                                      |  |                               |        
|Total interest-bearing liabilities                                    |  |                               | 694,218
|                                                                      |  |                               |        
|Demand deposits                                                       |  |                               | 78,656 
|Other liabilities                                                     |  |                               | 4,576  
|Shareholders equity                                                  |  |                               | 45,858 
|                                                                      |  |                               |        
|TOTAL   LIABILITIES AND EQUITY                                        |  | $                             | 823,308
|                                                                      |  |                               |        
|Net interest-earning assets                                           |  | $                             | 85,424 
|                                                                      |  |                               |        
|Net interest income (tax equivalent basis)/Interest   rate spread (c) |  |                               |        
|                                                                      |  |                               |        
|Net interest margin (d)                                               |  |                               |        
|                                                                      |  |                               |        
|Deduct tax equivalent adjustment                                      |  |                               |        
|                                                                      |  |                               |        
|Net   Interest Income                                                 |  |                               |        
|                                                                      |  |                               |        

|   
|---
|(a)
|   
|(b)
|   
|(c)
|   
|(d)

16

---



|                                                                      |  | Six Months   Ended June 30, |        
|--------------------------------------------------------------------- |  | --------------------------- | -------
|                                                                      |  |                             |        
|                                                                      |  | 2006                        |        
|                                                                      |  |                             |        
|(Dollar amounts in thousands)                                         |  | Average   Balance           |        
|                                                                      |  |                             |        
|ASSETS                                                                |  |                             |        
|Federal funds sold and temporary investments                          |  | $                           | 748    
|Securities                                                            |  |                             | 329,015
|Loans (b)                                                             |  |                             | 443,671
|                                                                      |  |                             |        
|Total earning assets                                                  |  |                             | 773,434
|                                                                      |  |                             |        
|Loan loss allowance                                                   |  |                             | (4,223 
|All other assets                                                      |  |                             | 47,624 
|                                                                      |  |                             |        
|TOTAL   ASSETS                                                        |  | $                           | 816,835
|                                                                      |  |                             |        
|LIABILITIES   AND EQUITY                                              |  |                             |        
|Interest-bearing deposits                                             |  | $                           | 511,851
|Borrowed funds                                                        |  |                             | 173,988
|                                                                      |  |                             |        
|Total interest-bearing liabilities                                    |  |                             | 685,839
|                                                                      |  |                             |        
|Demand deposits                                                       |  |                             | 79,988 
|Other liabilities                                                     |  |                             | 4,642  
|Shareholders equity                                                  |  |                             | 46,366 
|                                                                      |  |                             |        
|TOTAL   LIABILITIES AND EQUITY                                        |  | $                           | 816,835
|                                                                      |  |                             |        
|Net interest-earning assets                                           |  | $                           | 87,595 
|                                                                      |  |                             |        
|Net interest income (tax equivalent basis)/Interest   rate spread (c) |  |                             |        
|                                                                      |  |                             |        
|Net interest margin (d)                                               |  |                             |        
|                                                                      |  |                             |        
|Deduct tax equivalent adjustment                                      |  |                             |        
|                                                                      |  |                             |        
|Net   Interest Income                                                 |  |                             |        
|                                                                      |  |                             |        

|   
|---
|(a)
|   
|(b)
|   
|(c)
|   
|(d)

17

---



VOLUME RATE ANALYSIS

The following tables show how changes in interest rates and changes in the volume of interest-earning assets and interest-bearing liabilities have affected the Corporations interest income and interest expense during the periods indicated.  For each category of interest-earning assets and interest-bearing liabilities, information is provided with respect to changes attributable to:  (1) changes in volume (change in volume multiplied by the prior rate), (2) changes in rate (change in rate multiplied by the prior volume), and (3) the net change.  The changes attributable to both changes in volume and rate have been allocated proportionately to the changes due to volume and the changes due to rate.

|                                                       |  | Three   Months Ended June 30, 2006   Compared to   Three Months Ended June 30, 2005 |    
|------------------------------------------------------ |  | ----------------------------------------------------------------------------------- | ---
|                                                       |  |                                                                                     |    
|                                                       |  | Change Due   to                                                                     |    
|                                                       |  |                                                                                     |    
|(Dollar amounts in thousands)                          |  | Volume                                                                              |    
|                                                       |  |                                                                                     |    
|Interest Income:                                       |  |                                                                                     |    
|Loans                                                  |  | $                                                                                   | 77 
|Securities                                             |  |                                                                                     | 652
|Federal Funds                                          |  |                                                                                     | 7  
|                                                       |  |                                                                                     |    
|Total Interest Earned                                  |  |                                                                                     | 736
|                                                       |  |                                                                                     |    
|Interest Expense:                                      |  |                                                                                     |    
|Interest-bearing   deposits                            |  |                                                                                     | 106
|Other borrowed funds                                   |  |                                                                                     | 464
|                                                       |  |                                                                                     |    
|Total Interest Expense                                 |  |                                                                                     | 570
|                                                       |  |                                                                                     |    
|Change   in Net Interest Income (Tax Equivalent Basis) |  | $                                                                                   | 166
|                                                       |  |                                                                                     |    

Net interest and dividend income, on a tax-equivalent basis, decreased by $737,000 to $5,060,000 for the quarter ended June 30, 2006 as compared to $5,797,000 for the same period in 2005.  The net interest margin was 2.60% for the quarter ended June 30, 2006 and 3.23% for the quarter ended June 30, 2005.

The decrease in net interest margin is primarily the result of an increase in the cost of funds.  The average cost of interest-bearing liabilities increased 90 basis points to 3.37% for the three months ended June 30, 2006 from 2.47% for the same period in 2005.  The increase in the average cost of funds was partially offset by an increase in the average volume and average yield on earning assets.

The primary driver for the increase in the cost of funds is an increase in interest paid on certificates of deposit and borrowed funds.  Interest rates paid to customers on certificates of deposit have been increasing due to the rising interest rate environment.  The cost of borrowed funds has also increased due to the rising interest rate environment.  Higher deposit rates coupled with an increase in the average borrowings outstanding is the largest driver for the higher costs.  The Corporation has increased its level of borrowings in order to fund its asset growth.

18

---



|                                                       |  | Six Months   Ended June 30, 2006   Compared to   Six Months Ended June 30, 2005 |      
|------------------------------------------------------ |  | ------------------------------------------------------------------------------- | -----
|                                                       |  |                                                                                 |      
|                                                       |  | Change Due   to                                                                 |      
|                                                       |  |                                                                                 |      
|(Dollar amounts in thousands)                          |  | Volume                                                                          |      
|                                                       |  |                                                                                 |      
|Interest Income:                                       |  |                                                                                 |      
|Loans                                                  |  | $                                                                               | (14  
|Securities                                             |  |                                                                                 | 1,257
|Federal Funds                                          |  |                                                                                 | 13   
|                                                       |  |                                                                                 |      
|Total Interest Earned                                  |  |                                                                                 | 1,256
|                                                       |  |                                                                                 |      
|Interest Expense:                                      |  |                                                                                 |      
|Interest-bearing   deposits                            |  |                                                                                 | 134  
|Other borrowed funds                                   |  |                                                                                 | 825  
|                                                       |  |                                                                                 |      
|Total Interest Expense                                 |  |                                                                                 | 959  
|                                                       |  |                                                                                 |      
|Change   in Net Interest Income (Tax Equivalent Basis) |  | $                                                                               | 297  
|                                                       |  |                                                                                 |      

Net interest and dividend income, on a tax-equivalent basis, decreased by $1,022,000 to $10,505,000 for the six months ended June 30, 2006 as compared to $11,527,000 for the same period in 2005.  The net interest margin was 2.72% for the six months ended June 30, 2006 and 3.21% for the six months ended June 30, 2005.

The decrease in net interest margin is primarily the result of an increase in the cost of funds.  The average cost of interest-bearing liabilities increased 78 basis points to 3.19% for the six months ended June 30, 2006 from 2.41% for the same period in 2005.  The increase in the average cost of funds was partially offset by an increase in the average volume and average yield on earning assets.

The primary driver for the increase in the cost of funds is an increase in interest paid on certificates of deposit and borrowed funds.  Interest rates paid to customers on certificates of deposit have been increasing due to the rising interest rate environment.  The cost of borrowed funds has also increased due to the rising interest rate environment.  Higher borrowed funds rates coupled with an increase in the average borrowings outstanding is the largest driver for the higher costs.  The Corporation has increased its level of borrowings in order to fund its asset growth.

Provision for Loan Losses

For the quarters ended June 30, 2006 and 2005, the Bank provided no provision for loan losses.  For the quarters ended June 30, 2006 and 2005, recoveries totaled $31,000 and $6,000, respectively, and charge-offs totaled $81,000 and $25,000 respectively.  For the six months ended June 30, 2006 and 2005, the Bank provided no provision for loan losses and $140,000, respectively.  Recoveries totaled $35,000 and $20,000 for the six months ended June 30, 2006 and 2005, respectively.  Charge-offs totaled $111,000 for the six-month period ended June 30, 2006 as compared to $54,000 for the same period in the prior year.  The increase in charge-offs and recoveries for the quarter and six months ended June 30, 2006 is partially due to activity related to the Corporations Overdraft Privilege program that was introduced late in 2005.  Charge-offs and recoveries related to the Overdraft Privilege program flow through the allowance for loan
losses.  There was no activity related to this program during the quarter and six months ended June 30, 2005.  The provision for loan losses brings the Banks allowance for loan losses to a level determined appropriate by management.  During the second quarter of 2006, management deemed the allowance for loan losses adequate and determined no additional provision was required.

The allowance was $4,123,000 or 0.92% of total loans at June 30, 2006 as compared to $4,199,000 or 0.97% of total loans at December 31, 2005.  The reduction in the allowance for loan losses is due in part to net charge-offs associated with the Overdraft Privilege program.  The Corporation participates in a program to purchase commercial mortgages guaranteed by the USDA and SBA.  At June 30, 2006, these commercial mortgages totaled $13,969,000.  The Corporation does not provide an allowance for loan losses for these purchased commercial loans as they are 100% guaranteed.  At June 30, 2006, the allowance for loan losses represents 0.95% of total loans, excluding these loans guaranteed by the USDA and SBA.

For additional information, see Provision and Allowance for Loan Losses in this Managements Discussion and Analysis.

19

---



Non-interest Income

Non-interest income remained relatively unchanged, totaling $900,000 for the quarter ended June 30, 2006 and $902,000 in the same period of 2005.  A decrease in income earned on the sale of loans was offset by an increase in other non-interest income.  Other non-interest income increased approximately $150,000 for the second quarter 2006 as compared to the second quarter 2005.  The increase in other non-interest income consists of an increase totaling $113,000 on income generated from service charges on deposit accounts and an increase of approximately $50,000 in investment service fee income.

For the six months ended June 30, 2006, non-interest income was $1,813,000, as compared to $2,119,000 for the same period in 2005.  The decrease in  non-interest income is partially due to a decrease in income earned on the sale of securities and loans.  Other non-interest income also decreased for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005.  The decrease in other non-interest income was primarily due to the recognition of non-taxable life insurance proceeds of approximately $470,000 recognized during the six months ended June 30, 2005 as compared to no life insurance proceeds recognized during 2006.  Not including the non-taxable life insurance proceeds, other non-interest income increased by $410,000 for the six-month period ended June 30, 2006 as compared to the same period in the prior year.  This increase was primarily driven by an increase in income generated from service charges on
deposit accounts of $200,000 and an increase of approximately $143,000 in investment service fee income.  Of the $143,000 increase in investment service fee income, $66,000 is related to the Westco Financial Services Division, which was introduced in June 2005.

Non-interest Expense

Non-interest expense was $5,105,000 and $4,820,000 for the quarters ended June 30, 2006 and 2005, respectively. The main driver for the increase in non-interest expense for the quarter ended June 30, 2006 as compared to the quarter ended June 30, 2005 was an increase in other non-interest expense.  Other non-interest expense increased primarily due to an increase in professional and legal fees and advertising costs.

For the six months ended June 30, 2006 and 2005, non-interest expense totaled $10,098,000 and $9,742,000, respectively.  The increase in non-interest expense for the six months ended June 30, 2006 was principally driven by an increase in salaries and benefits followed by an increase in other non-interest expense.  The increase in salaries and benefits was due to annual increases in salaries and benefits and an expansion of the Corporations staff during the first quarter of 2006.  The main drivers of the increase in other non-interest expense were higher professional and legal fees and data processing costs.

PROVISION AND ALLOWANCE FOR LOAN LOSSES

|                                                          |  | Three   Months Ended June 30, |       | Six Months   Ended June 30, |  
|--------------------------------------------------------- |  | ----------------------------- | ----- | --------------------------- | -
|                                                          |  |                               |       |                             |  
|(Dollar amounts in thousands)                             |  | 2006                          |       | 2005                        |  
|                                                          |  |                               |       |                             |  
|Balance at beginning of period                            |  | $                             | 4,173 |                             | $
|Provision for loan losses                                 |  |                               |      |                             |  
|                                                          |  |                               |       |                             |  
|                                                          |  |                               | 4,173 |                             |  
|                                                          |  |                               |       |                             |  
|Less charge-offs:                                         |  |                               |       |                             |  
|Commercial and   industrial loans                         |  |                               | 34    |                             |  
|Consumer loans                                            |  |                               | 47    |                             |  
|                                                          |  |                               |       |                             |  
|Total charge-offs                                         |  |                               | 81    |                             |  
|                                                          |  |                               |       |                             |  
|Add recoveries:                                           |  |                               |       |                             |  
|Commercial and   industrial loans                         |  |                               | 14    |                             |  
|Consumer loans                                            |  |                               | 17    |                             |  
|                                                          |  |                               |       |                             |  
|Total recoveries                                          |  |                               | 31    |                             |  
|                                                          |  |                               |       |                             |  
|Net charge-offs                                           |  |                               | 50    |                             |  
|                                                          |  |                               |       |                             |  
|Balance   at end of period                                |  | $                             | 4,123 |                             | $
|                                                          |  |                               |       |                             |  
|Net charge-offs to:                                       |  |                               |       |                             |  
|Average loans                                             |  |                               | 0.01  | %                           |  
|Loans at end of period                                    |  |                               | 0.01  | %                           |  
|Allowance for loan   losses at January 1                  |  |                               | 1.19  | %                           |  
|Allowance for loan losses at June 30 as a percentage   of |  |                               |       |                             |  
|Average loans                                             |  |                               | 0.92  | %                           |  
|Loans at end of period                                    |  |                               | 0.92  | %                           |  
|Loans at end of period   (excluding USDA and SBA loans)   |  |                               | 0.95  | %                           |  

The approach the Corporation uses in determining the adequacy of the allowance for loan losses is an exposure method based on the Corporations loan loss history, among other factors.  Quarterly, based on an internal review of the loan portfolio, the Corporation identifies required allowance allocations targeted to specific recognized problem loans that, in the opinion of management, have potential loss exposure or uncertainties relative to the depth of the collateral on these same loans.  In addition, the Corporation maintains a formula-based general allowance against the remainder of the loan portfolio, based on the overall mix of the loan portfolio and the loss history of each loan category.  The formula allowance allocation is calculated by applying loss factors to outstanding loans by category.  Loss factors are based on historical loss experience.  The amount of the recorded allowance above the minimum of the formula range is
based on managements evaluation of relevant factors (e.g. local area economic statistics, credit quality trends, loan concentrations, industry conditions and delinquency levels) and the percentage of the allowance for loan losses to aggregate loans.

20

---



The Corporation measures impairment of loans in accordance with SFAS No. 114, Accounting for Impairment of a Loan as Amended by SFAS No. 118, Accounting by Creditors for Impairment of a Loan  Income Recognition and Disclosures (collectively SFAS No. 114).  A loan is recognized as impaired when it is probable that either principal or interest is not collectible in accordance with the terms of the loan agreement.  Measurement of impairment for commercial loans is generally based on the present value of expected future cash flows discounted at the loans effective interest rate.  Commercial real estate loans are generally measured based on the fair value of the underlying collateral.  If the estimated fair value of the impaired loan is less than the related recorded amount, a specific valuation allowance is established or a write-down is charged against the allowance for loan losses.  Smaller balance homogenous

loans, including residential real estate and consumer loans, are excluded from the provisions of SFAS No. 114.  Generally, income is recorded only on a cash basis for impaired loans.

The general allowance allocation incorporates general business and economic conditions, credit quality trends, loan concentrations, industry conditions within portfolio segments and overall delinquency levels.

The allowance for loan losses is increased by provisions charged against current earnings.  Loan losses are charged against the allowance when management believes that the collectibility of the loan principal is unlikely.  Recoveries on loans previously charged off are credited to the allowance.  Management believes that the allowance for loan losses is appropriate.  While management uses available information to assess possible losses on loans, future adjustments to the allowance may be necessary based on changes in non-performing loans, changes in economic conditions or for other reasons.  Any future adjustments to the allowance would be recognized in the period in which they were determined to be necessary.  In addition, various regulatory agencies periodically review the Corporations allowance for loan losses as an integral part of their examination process.  Such agencies may require the Corporation to recognize
adjustments to the allowance, based on judgments different from those of management.  Management also retains an independent loan review consultant to provide advice on the appropriateness of the loan loss allowance.  At June 30, 2006, management believes the allowance for loan losses is appropriate based on the ongoing stable economic conditions in the Banks overall market.  Credit quality and delinquency trends are showing a slight improvement over earlier in the year and management considers the loan portfolio to have a stable and manageable level of risk.

NON-ACCRUAL, PAST DUE AND NON-PERFORMING LOANS

|(Dollar   amounts in thousands)                                     |  | June 30,   2006 |        | March 31,   2006 |   | December   31,   2005 |   | September   30,   2005 |        | June 30,   2005 |  
|------------------------------------------------------------------- |  | --------------- | ------ | ---------------- | - | --------------------- | - | ---------------------- | ------ | --------------- | -
|                                                                   
|Non-accrual loans                                                   |  | $               | 1,624  |                  | $ | 1,377                 |   | $                      | 1,583  |                 | $
|                                                                   
|Loans contractually past due 90 days or more still   accruing       |  |                 | 392    |                  |   | 429                   |   |                        | 633    |                 |  
|                                                                   
|Total non-performing loans                                          |  | $               | 2,016  |                  | $ | 1,806                 |   | $                      | 2,216  |                 | $
|                                                                   
|Non-performing loans as a percentage of total loans                 |  |                 | 0.45   | %                |   | 0.41                  | % |                        | 0.51   | %               |  
|                                                                   
|Allowance for loan losses as a percentage of   non-performing loans |  |                 | 204.51 | %                |   | 231.06                | % |                        | 189.49 | %               |  
|                                                                   
|Other real estate owned  net                                       |  |                 | 608    |                  |   | 608                   |   |                        | 630    |                 |  
|                                                                   
|Total non-performing assets                                         |  | $               | 2,624  |                  | $ | 2,414                 |   | $                      | 2,846  |                 | $
|                                                                   
|Non-performing assets as a percentage of total   assets             |  |                 | 0.32   | %                |   | 0.29                  | % |                        | 0.35   | %               |  
|                                                                   

21

---



DISCUSSION OF MARKET RISK

Market risk is the risk of loss due to
adverse changes in market prices and rates.  The Corporations primary
market risk is its exposure to interest rate risk, which is inherent in its
lending, investing and deposit activities.  The management of interest rate
risk, coupled with directives to build shareholder value and profitability, is
an integral part of the Corporations overall operating strategy.  The
Corporations approach to interest rate risk management, concentrates on
fundamental strategies to structure its balance sheet including the composition
of its assets and liabilities.  Its approach reflects managing interest
rate risk through the use of fixed and adjustable rate loans and investments,
rateinsensitive checking accounts, as well as a combination of fixed and
variable rate deposit products and borrowed funds.  The Corporation does
not utilize interest rate futures, swaps or options transactions.

On a quarterly basis, an interest rate risk exposure compliance report is prepared and presented to the Corporations Board of Directors.  The risk exposure report contains a simulation model that measures the sensitivity of future net interest income to changes in interest rates.  All changes are measured as percentage changes from projected net interest income in a flat rate scenario (base level).  The estimated changes in net interest income are compared to current limits established by management and approved by the Board of Directors.  The following table sets forth, as of June 30, 2006, the estimated change in net interest income given a 100 or 200 basis point change in interest rates over the subsequent twelve month period:

|Change in   Interest Rates   (In Basis Points) |  | Percentage   Change in   Net Interest Income
|---------------------------------------------- |  | --------------------------------------------
|                                              
|+200                                           |  | (6.00)%                                     
|+100                                           |  | (3.00)                                      
|Base   Level                                   |  |                                            
|-100                                           |  | 2.00                                        
|-200                                           |  | 5.00                                        

The simulation model utilized to create
the results presented above uses various assumptions regarding cash flows from
principal repayments on loans and mortgagebacked securities and/or call
activity on investment securities.  Actual results could differ
significantly from these assumptions, which could result in significant
differences in the calculated projected change.

The Corporation seeks to manage the mix of
asset and liability maturities to control the effect of changes in the general
level of interest rates on net interest income.  Except for its effect on
the general level of interest rates, inflation does not have a material impact
on the Corporations earnings due to the rate of variability and shortterm
maturities of its earning assets.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity refers to the Corporations ability to generate adequate amounts of cash to fund loan originations, security purchases, deposit withdrawals, and fund dividends on the Corporations common stock and the amounts due under the junior subordinated debentures.  The Corporations primary sources of liquidity are principal and interest payments on loans and investment securities, as well deposits and sales of available-for-sale securities and mortgage loans.  Loan repayments and maturing investments are a relatively predictable source of funds, while deposit flows and mortgage prepayments are greatly influenced by interest rates and local and general economic factors.  The primary source of funds for the payment of dividends by the Corporation is dividends paid to the Corporation by the Bank.  The Corporation has not used any off-balance-sheet financing arrangements for liquidity purposes.

In addition, the Corporation has significant borrowing capacity to fund its liquidity needs.  The majority of borrowings to date have consisted primarily of advances from the FHLB, of which the Bank is a member.  Under the terms of the collateral agreement with the FHLB, the Bank pledges residential mortgage loans and mortgage-backed securities, as well as the Banks stock in the FHLB, as collateral for such transactions.  During the second quarter of 2006, the Corporation increased its utilization of borrowings as a source of funds.  The average balance of borrowings for the second quarters of 2006 and 2005 were $176,288,000 and $125,329,000 respectively.

Liquidity management requires close scrutiny of the mix and maturity of deposits, borrowings and short-term investments.  Cash and due from banks, federal funds sold, investment securities and mortgage-backed securities available for sale, as compared to deposits and borrowings, are used by the Corporation to compute its liquidity on a daily basis.  The Corporations liquidity position is monitored by the Asset/Liability Committee, based on policies approved by the Board of Directors.  The Committee meets regularly to review and direct the Banks investment, lending and deposit-gathering activities.

At June 30, 2006, the Corporation maintained cash balances, short-term investments and investments available for sale totaling $178,830,000, representing 21.8% of total assets, versus $186,006,000 or 23% of total assets at December 31, 2005.  At June 30, 2006, the Corporation had certificates of deposit maturing within the next 12 months amounting to $301,083,000.  Based on historical experience, the Corporation anticipates that a significant portion of the maturing certificates of deposit will be renewed with the Corporation.  Management of the Corporation believes that its current liquidity is sufficient to meet current and anticipated funding and operating needs.

22

---



Detailed information relating to
off-balance sheet commitments and payments due under contractual obligations is
presented in the Corporations Annual report on Form 10K for the year
ended December 31, 2005.  There were no material changes in the
Corporations off-balance sheet commitments during the first six months of
2006.  There were no material changes to payments due under contractual
obligations during the six months ended June, 2006, except for the addition of
$40,000,000 in FHLB option advances.  The scheduled maturities of these
option advances are $10,000,000 in March 2011, $10,000,000 in January 2013 and
$20,000,000 in January 2016.

At June 30, 2006, the Corporation exceeded each of the applicable regulatory capital requirements.  As of June 30, 2006, the most recent notification from the FDIC categorized the Bank as well capitalized under the regulatory framework for prompt corrective action.  To be categorized as well capitalized, the Bank must maintain minimum total risk-based, Tier 1 risk-based and Tier 1 leverage ratios as set forth in the following table.  There are no conditions or events since that notification that management believes have changed the Banks category.  The Corporations and the Banks actual capital ratios as of June 30, 2006 are also presented in the following table.

|                                         |  | Actual |        | Minimum   for Capital   Adequacy Purposes | 
|---------------------------------------- |  | ------ | ------ | ----------------------------------------- | 
|                                         |  |        |        |                                           | 
|                                         |  | Amount |        | Ratio                                     | 
|                                         |  |        |        |                                           | 
|June 30, 2006                            |  |        |        |                                           | 
|Total Capital (to Risk Weighted Assets)  |  |        |        |                                           | 
|Consolidated                             |  | $      | 61,329 |                                           | 
|Bank                                     |  |        | 59,044 |                                           | 
|Tier 1 Capital (to Risk Weighted Assets) |  |        |        |                                           | 
|Consolidated                             |  |        | 56,243 |                                           | 
|Bank                                     |  |        | 54,766 |                                           | 
|Tier 1 Capital (to Average Assets)       |  |        |        |                                           | 
|Consolidated                             |  |        | 56,243 |                                           | 
|Bank                                     |  |        | 54,766 |                                           | 

The primary source of funds for payments of dividends by the Corporation are dividends paid to the Corporation by the Bank.  Bank regulatory authorities generally restrict the amounts available for payments of dividends if the effect thereof would cause the capital of the Bank to be reduced below applicable capital requirements.  These restrictions, thus, indirectly affect the Corporations ability to pay dividends.

OFF-BALANCE-SHEET ARRANGEMENTS

The Corporation does not have any off-balance-sheet arrangements that have or are reasonable likely to have a current or future effect on the Corporations financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.  The Corporations primary financial instruments with off-balance-sheet risk are limited to loan servicing for others, obligations to fund loans to customers pursuant to existing commitments, unused lines of credit and commitments to sell mortgage loans through loan sales agreements.

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ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information required by this item as of June 30, 2006, can be found in Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations, Discussion of Market Risk.  A more detailed discussion of market risk is presented in the Corporations Annual Report on Form 10-K for the year-ended December 31, 2005.

ITEM 4.     CONTROLS AND PROCEDURES

As of the end of the period covered by this report, management of the Corporation carried out an evaluation, under the supervision and with the participation of the Corporations principal executive officer and principal financial officer, of the effectiveness of the Corporations disclosure controls and procedures.  Based on this evaluation, the Corporations principal executive officer and principal financial officer concluded that the Corporations disclosure controls and procedures are effective in ensuring that information required to be disclosed by the Corporation in reports that it files or submits under the Securities Exchange Act of 1934, as amended, is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commissions rules and forms, and (ii) accumulated and communicated to the Corporations management, including the Corporations principal executive
officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.  It should be noted that the design of the Corporations disclosure controls and procedures is based in part upon certain reasonable assumptions about the likelihood of future events, and there can be no reasonable assurance that any design of disclosure controls and procedures will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.  The Corporations principal executive and financial officers have concluded that the Corporations disclosure controls and procedures are, in fact, effective at a reasonable assurance level.

There have been no changes in the Corporations internal control over financial reporting (to the extent that elements of internal control over financial reporting are subsumed within disclosure controls and procedures) identified in connection with the evaluation described in the above paragraph that occurred during the Corporations last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Corporations internal control over financial reporting.

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PART II  -  OTHER INFORMATION

|ITEM 1.  | Legal Proceedings                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|         | Certain litigation is pending against the   Corporation and its subsidiaries.    Management, after consultation with legal counsel, does not anticipate   that any liability arising out of such litigation will have a material effect   on the Corporations financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|ITEM 1A. | Risk Factors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|         | Except for the risk factors   set forth below relating to the proposed acquisition of the Corporation by   NewAlliance, there have been no material changes to the risk factors   previously disclosed in the Corporations Annual Report on Form 10-K for the   year ended December 31, 2005.                                                                                                                                                                                                                                                                                                                                                                                                      
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|         | The Corporations business   could be adversely affected by uncertainty related to the proposed merger and   contractual restrictions while the proposed merger is pending.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|         | Uncertainty   about when and whether the merger will be completed and the effects of the   merger may have an adverse effect on the Corporation. These uncertainties   could cause depositors and others that deal with the Corporation to seek to   change their existing business relationships with the Corporation, which   could negatively affect growth, revenues and results of operations.  In addition, the merger agreement   restricts the Corporation from taking specified actions without the buyers   approval. These restrictions could prevent the Corporation from pursuing   attractive business opportunities that may arise prior to the completion of   the proposed merger.
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|         | Failure to complete the   proposed merger could negatively impact the Corporations stock price, future   business and financial results.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|         | Completion   of the merger is subject to the satisfaction of various conditions, including   the approval by the Corporations shareholders, as well as regulatory   approvals.  Although the Corporations   board of directors will, subject to fiduciary exceptions, recommend that the   Corporations shareholders approve and adopt the merger agreement, there is   no assurance that the merger agreement and the merger will be approved, and   there is no assurance that the other conditions to the completion of the   merger will be satisfied.  If the   merger is not completed, we will be subject to several risks, including the   following:                                    
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

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|ITEM 2. | Unregistered Sales of Equity Securities and Use of   Proceeds                                                                                                                                                                                                                                                                                                                                                                                                             
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        | Share Repurchase Plan - During the fourth   quarter of 2003, the Board of Directors approved a new stock repurchase   program of up to 5% of the Corporations stock.  The value of the 5% stock of the Corporation at the time of the announcement was approximately   $3,800,000.  There is no termination   date associated with the program.  The   following table represents repurchases of Westbank Corporations stock for   the three months ended June 30, 2006.

|Period             |  | Total   number of   shares purchased |        | Average   price paid   per share |   | Total   number of   shares purchased   as part of publicly   announced plans   or programs |  | Maximum   number   of shares yet to be   purchased under   announced plans   or programs |       
|------------------ |  | ------------------------------------ | ------ | -------------------------------- | - | ------------------------------------------------------------------------------------------ |  | ---------------------------------------------------------------------------------------- | ------
|                  
|April   1-30, 2006 |  |                                      | 2,800  |                                  | $ | 16.70                                                                                      |  |                                                                                          | 69,535
|May   1-31, 2006   |  |                                      | 1,800  |                                  |   | 16.70                                                                                      |  |                                                                                          | 71,335
|June   1-30, 2006  |  |                                      | 6,700  |                                  |   | 17.38                                                                                      |  |                                                                                          | 78,035
|                  
|Total              |  |                                      | 11,300 |                                  | $ | 17.10                                                                                      |  |                                                                                          | 78,035
|                  

|ITEM 3. | Defaults on Senior Securities  -  None                                                                                                                                                                                                              
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                     
|ITEM 4. | Submission of Matters to a Vote of Security Holders                                                                                                                                                                                                 
|        |                                                                                                                                                                                                                                                     
|        | On   April 19, 2006, the Corporation held its annual meeting of shareholders.  The following matters were voted on at the   annual meeting.                                                                                                         
|        |                                                                                                                                                                                                                                                     
|        | 1)   The election of David R. Chamberland, Ernest N. Laflamme, Jr., and G. Wayne McCary   to serve as Directors of the Corporation for a term of three years until the   2009 annual meeting of shareholders.    The voting results were as follows:

|Name                   |  | For |               | Withheld | 
|---------------------- |  | --- | ------------- | -------- | 
|                       |  |     |               |          | 
|David R. Chamberland   |  |     | 3,823,940.380 |          | 
|Ernest N. Laflamme Jr. |  |     | 3,791,778.469 |          | 
|Wayne McCary           |  |     | 3,822,688.362 |          | 

| | Other   Directors who continue to serve as Directors after the 2006 annual meeting   include Mark A. Beauregard, Donald R. Chase, Robert J. Perlak, George R.   Sullivan and James R. Tremble.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                               
| | 2)   The approval of the Westbank Corporation 2006 Equity Incentive Plan.                                                                                                                     

|For           |  | Against |             | Abstain | 
|------------- |  | ------- | ----------- | ------- | 
|              |  |         |             |         | 
|2,571,652.094 |  |         | 234,477.593 |         | 

|ITEM 5. | Other Information    - None
|------- | ---------------------------

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|ITEM 6. | Exhibits |                                                                                                                                                                                                                                                                                                                  
|------- | -------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |          |                                                                                                                                                                                                                                                                                                                  
|        | 2.4      | Agreement   and Plan of Merger by and among NewAlliance Bancshares, Inc., and NewAlliance   Bank and Westbank Corporation and Westbank, dated as of July 18, 2006   (incorporated by reference to Exhibit 2.4 of Registrants Form 8-K filed with   the SEC on July 19, 2006)                                    
|        | 3.1      | Articles   of Organization, as amended (Incorporated by reference to Exhibit 3.1 of   Registrants Form S-4/A filed with the SEC on November 3, 1998)                                                                                                                                                            
|        | 3.2      | Bylaws,   as amended (Incorporated by reference to Exhibit 3.2 of Registrants Form S-4   filed with the SEC on September 30, 1998)                                                                                                                                                                              
|        | 10.1     | 1995   Directors Stock Option Plan (Incorporated by reference to Exhibit A of   Registrants Proxy Statement filed with the SEC on March 31, 1995)                                                                                                                                                               
|        | 10.2     | 1996   Stock Incentive Plan (Incorporated by reference to Exhibit A of Registrants   Proxy Statement filed with the SEC on March 21, 1996)                                                                                                                                                                      
|        | 10.3     | Westbank   Corporation Dividend Reinvestment and Common Stock Purchase Plan (Incorporated   by reference to Exhibit 4.1 of Registrants Form S-3D filed with the SEC on   June 19, 1997)                                                                                                                         
|        | 10.4     | Employment   Agreement dated December 17, 2003 between Westbank Corporation and Donald R.   Chase (Incorporated by reference to Exhibit 10.1 of Registrants Annual   Report on Form 10-K for the year ended December 31, 2003)                                                                                  
|        | 10.5     | Form   of Change of Control Agreements among Westbank Corporation, Westbank and   certain officers (Incorporated by reference to Exhibit 10.2 of Registrants   Annual Report on Form 10-K for the year ended December 31, 2003)                                                                                 
|        | 10.6     | Westbank   Corporation 2004 Recognition and Retention Plan (Incorporated by reference to   Appendix A of Registrants Proxy Statement filed with the SEC on March 9,   2004)                                                                                                                                     
|        | 10.7     | Indenture   by and between Westbank Corporation and Wilmington Trust Company, as Trustee,   dated September 20, 2004 for Floating Rate Junior Subordinated Deferrable   Interest Debentures (Incorporated by reference to Exhibit 10.1 of   Registrants Form 8-K filed with the SEC on September 24, 2004)      
|        | 10.8     | Indenture   by and between Westbank Corporation and Wilmington Trust Company, as Trustee,   dated September 20, 2004 for Fixed/Floating Rate Junior Subordinated   Deferrable Interest Debentures (Incorporated by reference to Exhibit 10.2 of   Registrants Form 8-K filed with the SEC on September 24, 2004)
|        | 10.9     | Guarantee   Agreement by and between Westbank Corporation and Wilmington Trust Company,   dated September 20, 2004 (Incorporated by reference to Exhibit 10.3 of   Registrants Form 8-K filed with the SEC on September 24, 2004)                                                                               
|        | 10.10    | Guarantee   Agreement by and between Westbank Corporation and Wilmington Trust Company,   dated September 20, 2004 (Incorporated by reference to Exhibit 10.4 of   Registrants Form 8-K filed with the SEC on September 24, 2004)                                                                               
|        | 10.11    | Westbank   Corporation 2006 Equity Incentive Plan (Incorporated by reference to the   Appendix of Registrants Proxy Statement filed with the SEC on March 14,   2006)                                                                                                                                           
|        | 10.12    | Employee   Stock Ownership Plan (Executed prior to Edgar on January 1, 1989)                                                                                                                                                                                                                                     
|        | 31.1     | Certification   of Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a)                                                                                                                                                                                                                                 
|        | 31.2     | Certification   of Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a)                                                                                                                                                                                                                                 
|        | 32.1     | Certification   of Chief Executive Officer, pursuant to Section 1350                                                                                                                                                                                                                                             
|        | 32.2     | Certification   of Chief Financial Officer, pursuant to Section 1350                                                                                                                                                                                                                                             

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report to be signed on its behalf by the undersigned thereunto duly authorized.

|                     | WESTBANK CORPORATION                 
|-------------------- | -------------------------------------
|                     |                                      
|Date: August 4, 2006 | /s/ Donald R. Chase                  
|                     |                                      
|                     | Donald R. Chase                      
|                     | President and Chief Executive Officer
|                     |                                      
|                     |                                      
|Date: August 4, 2006 | /s/ John M. Lilly                    
|                     |                                      
|                     | John M. Lilly                        
|                     | Treasurer and Chief Financial Officer

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