<PAGE>
                                  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

                                       OR

            [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended JUNE 30, 2002

                        Commission file number 0 - 12784

                              WESTBANK CORPORATION
             (Exact name of registrant as specified in its charter)


<TABLE>
<S>                                                               <C>
                        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)
</TABLE>


                                 (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  / /

Common stock, par value $2 per share: 4,178,151 shares outstanding as of July
25, 2002.
<PAGE>
                      WESTBANK CORPORATION AND SUBSIDIARIES


                                      INDEX





                         PART I - FINANCIAL INFORMATION

<TABLE>
<CAPTION>
                                                                                 Page
                                                                                 ----

<S>                                                                            <C>
ITEM 1. Financial Statements

        Condensed Consolidated Balance Sheets                                       3

        Condensed Consolidated Statements of Income                                 4

        Condensed Consolidated Statements of Stockholders' Equity                   5

        Condensed Consolidated Statements of Comprehensive Income                   5

        Condensed Consolidated Statements of Cash Flows                             6

        Notes to Condensed Consolidated Financial Statements                      7-9


ITEM 2. Management's Discussion and Analysis of
        Financial Condition and Results of Operations                           10-19


ITEM 3. Quantitative and Qualitative Disclosures about Market Risk                 19



                     PART II - OTHER INFORMATION

ITEM 1. Legal Proceedings                                                          20

ITEM 2. Changes in Rights of Securities Holders                                    20

ITEM 3. Defaults by Company on its Senior Securities                               20

ITEM 4. Results of Votes on Matters Submitted to a Vote of Security Holders        20

ITEM 5. Other Events                                                               20

ITEM 6. Exhibits and Reports on Form 8-K                                        20-21

Signatures                                                                         22
</TABLE>


                                                                               2
<PAGE>
ITEM 1.  FINANCIAL STATEMENTS

WESTBANK CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

<TABLE>
<CAPTION>
 (Dollar amounts in thousands, except per share data)      June 30, 2002  December 31, 2001
                                                           -------------  -----------------
<S>                                                        <C>            <C>
ASSETS
Cash and due from banks:
     Non-interest bearing                                    $  18,120      $  16,800
     Interest bearing                                              863            332
Federal funds sold                                              18,787            319
                                                             ---------      ---------
Total cash and cash equivalents                                 37,770         17,451
                                                             ---------      ---------
Securities available for sale                                  131,967        141,685
Securities held to maturity                                        564            757
     (approximate market value of
     $586 in 2002 and $779 in 2001)
                                                             ---------      ---------
Total securities                                               132,531        142,442
                                                             ---------      ---------
Loans                                                          466,573        443,902
Allowance for loan losses                                        4,683          4,179
                                                             ---------      ---------
Net loans                                                      461,890        439,723
                                                             ---------      ---------
Premises and equipment, net                                      6,163          6,516
Other real estate owned                                            204
Accrued interest receivable                                      3,497          3,285
Intangible assets                                                8,495          8,837
Other assets                                                    10,854         10,464
                                                             ---------      ---------
TOTAL ASSETS                                                 $ 661,200      $ 628,922
                                                             =========      =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
     Non-interest bearing                                    $  76,107      $  70,960
     Interest bearing                                          461,522        438,889
                                                             ---------      ---------
         Total deposits                                        537,629        509,849
Borrowed funds                                                  61,001         57,666
Accrued interest payable                                         1,095            659
Other liabilities                                                3,997          4,732
                                                             ---------      ---------
         Total liabilities                                     603,722        572,906
                                                             ---------      ---------
Mandatory redeemable preferred stock                            17,000         17,000
                                                             ---------      ---------
Stockholders' Equity:
Common stock    - $2 par value
     Authorized - 9,000,000 shares
     Issued     - 4,315,795 shares in 2002 and
                  4,315,795 shares in 2001                       8,632          8,632
Additional paid in capital                                      11,759         11,782
Retained earnings                                               20,006         17,787
Treasury stock                                                  (1,737)          (431)
Accumulated other comprehensive income                           1,818          1,246
                                                             ---------      ---------
         Total Stockholders' Equity                             40,478         39,016
                                                             ---------      ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                   $ 661,200      $ 628,922
                                                             =========      =========
</TABLE>

See accompanying notes to condensed consolidated financial statements.


                                                                               3
<PAGE>
WESTBANK CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)


<TABLE>
<CAPTION>
                                                            Quarter Ended June 30,         Six-Months Ended June 30,
(Dollar amounts in thousands, except per share data)        2002             2001            2002            2001
                                                         -----------      -----------     -----------     -----------
<S>                                                      <C>              <C>             <C>             <C>
Income:
     Interest and fees on loans                          $     7,988      $     8,436     $    16,057     $    16,943
     Interest and dividend income on securities                2,189            1,661           4,560           3,249
     Interest on federal funds sold                               29               18              32              70
                                                         -----------      -----------     -----------     -----------
Total interest and dividend income                            10,206           10,115          20,649          20,262
Interest expense                                               4,449            4,996           8,993          10,294
                                                         -----------      -----------     -----------     -----------
Net interest income                                            5,757            5,119          11,656           9,968
Provision for loan losses                                        433              159             733             386
                                                         -----------      -----------     -----------     -----------
Net interest income after
     provision for loan losses                                 5,324            4,960          10,923           9,582
                                                         -----------      -----------     -----------     -----------
Non-interest income:
     Gain/(Loss) on sale of securities                                                           (277)             31
     Gain/(Loss) on sale of loans                                (54)             243              73             243
     Other non-interest income                                 1,391              744           2,274           1,473
                                                         -----------      -----------     -----------     -----------
Total non-interest income                                      1,337              987           2,070           1,747
                                                         -----------      -----------     -----------     -----------
Non-interest expenses:
     Salaries and benefits                                     2,277            2,122           4,521           4,165
     Other non-interest expense                                1,664            1,762           3,407           3,321
     Occupancy - net                                             396              365             770             754
                                                         -----------      -----------     -----------     -----------
Total non-interest expense                                     4,337            4,249           8,698           8,240
                                                         -----------      -----------     -----------     -----------
Income before income taxes                                     2,324            1,698           4,295           3,089
Income taxes                                                     486              580           1,142           1,051
                                                         -----------      -----------     -----------     -----------

NET INCOME                                               $     1,838      $     1,118     $     3,153     $     2,038
                                                         -----------      -----------     -----------     -----------
Net income per share
        -  Basic                                         $      0.44      $      0.26     $      0.74     $      0.48
        -  Diluted                                       $      0.42      $      0.26     $      0.73     $      0.48

Weighted average shares outstanding
        -  Basic                                           4,205,618        4,250,461       4,234,669       4,242,706
        -  Dilutive Option Shares                            122,819           44,013          99,796          38,749
                                                         -----------      -----------     -----------     -----------
        -  Diluted                                         4,328,437        4,294,474       4,334,465       4,281,455
                                                         ===========      ===========     ===========     ===========
</TABLE>


     See accompanying notes to condensed consolidated financial statements.


                                                                               4
<PAGE>
WESTBANK CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEAR ENDED DECEMBER 31, 2001 AND SIX MONTHS ENDED JUNE 30, 2002

(Unaudited)
(Dollar amounts in thousands, except per share data)

<TABLE>
<CAPTION>
                                                                                                        ACCUMULATED
                                       COMMON STOCK               ADDITIONAL                              OTHER
                                          NUMBER         PAR       PAID-IN     RETAINED    TREASURY    COMPREHENSIVE
                                         OF SHARES      VALUE      CAPITAL     EARNINGS      STOCK     INCOME/(LOSS)        TOTAL
                                       ------------     -----     ----------   --------    ---------   -------------      -------
<S>                                    <C>              <C>       <C>          <C>         <C>         <C>                <C>
BALANCE - JANUARY 1, 2001                4,222,520      $8,567     $11,608      $15,408    $  (526)       $ (197)         $34,860
                                         =========      ======     =======      =======    =======        ======          =======
Net income                                                                        4,073                                     4,073
Cash dividends declared
     ($.40 per share)                                                            (1,694)                                   (1,694)
Shares issued:
     Stock option plan                       4,400           9           9                                                     18
     Dividend reinvestment
         and stock purchase plan            27,676          56         209                                                    265
Shares issued from treasury stock:
     Stock option plan                       1,500                      (6)                      8                              2
     Dividend reinvestment
         and stock purchase plan            33,287                     (38)                    302                            264
Changes in unrealized gain/(loss)
     on securities available for sale                                                                      1,443            1,443
Repurchase of common stock                 (23,000)                                           (215)                          (215)
                                         ---------      ------     -------      -------    -------        ------          -------
BALANCE - DECEMBER 31, 2001              4,266,383      $8,632     $11,782      $17,787      $(431)       $1,246          $39,016
                                         =========      ======     =======      =======    =======        ======          =======
Net income                                                                        3,153                                     3,153
Cash dividends declared
     ($.11 per share)                                                              (934)                                     (934)
Shares issued from treasury stock:
     Stock option plan                      28,590                     (83)                    258                            175
     Dividend reinvestment
         and stock purchase plan            19,131                      60                     159                            219
Changes in unrealized gain/(loss)
     on securities available for sale                                                                        572              572
Repurchase of common stock                (136,800)                                         (1,723)                        (1,723)
                                         ---------      ------     -------      -------    -------        ------          -------
BALANCE - JUNE 30, 2002                  4,177,304      $8,632     $11,759      $20,006    $(1,737)       $1,818          $40,478
                                         =========      ======     =======      =======    =======        ======          =======
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(Dollars in thousands)


<TABLE>
<CAPTION>
                                                             Quarter Ended June 30,       Six-Months Ended June 30,
                                                                2002        2001               2002        2001
                                                              -------     -------            -------     -------
<S>                                                          <C>          <C>             <C>            <C>
Net Income                                                    $ 1,838     $ 1,118            $ 3,153     $ 2,038
                                                              -------     -------            -------     -------
Unrealized gain (loss) on securities available for sale,
     net of income taxes (benefit) of $872 and $(264) for
     the quarter and $200 and $(67) for the six-month
     periods ended June 30, 2002 and 2001 respectively          1,693        (512)               389         171
Reclassification adjustment for gains (losses)
     included in net income, net of income taxes
     (benefit) of $94 in 2002 and $(11) in 2001                                                  183         (20)
                                                              -------     -------            -------     -------
Other Comprehensive Income (Loss)                               1,693        (512)               572         151
                                                              -------     -------            -------     -------
COMPREHENSIVE INCOME                                          $ 3,531     $   606            $ 3,725     $ 2,189
                                                              =======     =======            =======     =======
</TABLE>


     See accompanying notes to condensed consolidated financial statements.


                                                                               5
<PAGE>
WESTBANK CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

(Unaudited)
(Dollar amounts in thousands)
<TABLE>
<CAPTION>
                                                                             Six Months Ended June 30,
                                                                                2002          2001
                                                                               --------      --------
<S>                                                                          <C>             <C>
Operating activities:
Net income                                                                     $  3,153      $  2,038
Adjustments to reconcile net income to
     net cash provided by operating activities:
         Provision for loan losses                                                  733           386
         Provision for other real estate owned                                       11            25
         Realized investment accretion income                                       (27)
         Depreciation and amortization                                              380           478
         Intangible amortization                                                    342           342
         Realized loss/(gain) on sale of securities                                 277           (31)
         Gain on sale of mortgages                                                  (73)         (243)
         Gain on sale of other real estate owned                                    (55)          (28)
         (Increase)/Decrease in accrued interest receivable                        (212)          542
         (Increase)/Decrease in other assets                                       (390)          155
         Increase in accrued interest payable on deposits                           436           321
         (Increase)/Decrease in other liabilities                                   735           (22)
                                                                               ========      ========
Net cash provided by operating activities                                         5,310         3,963
                                                                               ========      ========
Investing activities:
     Investments and mortgage-backed securities:
         Held to maturity:
              Proceeds from maturities and principal payments                       193         6,122
         Available for sale:
              Purchases                                                         (35,127)      (67,370)
              Proceeds from sales                                                21,260         5,350
              Proceeds from maturities and principal payments                    47,958        32,645
Purchases of premises and equipment                                                 (27)          (47)
Net (increase) in loans                                                         (49,656)       (4,365)
Proceeds from sale of other real estate owned                                       250           428
                                                                               ========      ========
Net cash (used in) investing activities                                         (15,149)      (27,237)
                                                                               ========      ========
Financing activities:
     Net increase in deposits                                                    27,780        45,918
     Net increase (decrease) in borrowings                                        3,335       (27,224)
     Treasury stock (purchased)/issued, net                                         (23)          238
     Dividends paid                                                                (934)         (838)
                                                                               ========      ========
Net cash provided by financing activities                                        30,158        18,094
                                                                               ========      ========
Decrease in cash and cash equivalents                                            20,319        (5,180)
Cash and cash equivalents at beginning of period                                 17,451        23,519
                                                                               ========      ========
Cash and cash equivalents at end of period                                     $ 37,770      $ 18,339
                                                                               ========      ========
Cash paid:
     Interest on deposits and other borrowings                                 $  8,965      $ 10,316
     Income taxes                                                                 2,293           350
Supplemental disclosure of cash flow information:
     Securitization of loans into mortgage-backed securities                     23,495             0
     Unrealized gain/(loss) on securities available for sale, net of taxes          572           151
     Transfers of loans to other real estate owned                                    0            27
</TABLE>


     See accompanying notes to condensed consolidated financial statements.


                                                                               6
<PAGE>
WESTBANK CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 2002 AND 2001
(Unaudited)


NOTE A  -  GENERAL INFORMATION

Westbank Corporation (hereinafter sometimes referred to as the "Corporation") is
a registered Bank Holding Company organized to facilitate the expansion and
diversification of the business of its banking subsidiary, Westbank (hereinafter
sometimes referred to as "the Bank"), into additional financial services related
to banking. Substantially all operating income and net income of the Corporation
are presently accounted for by the Bank.



NOTE B  -  CURRENT OPERATING ENVIRONMENT

Westbank operates seventeen banking offices located in Hampden County,
Massachusetts, and Windham County, Connecticut, and also operates a Trust
Department providing services normally associated with holding property in a
fiduciary or agency capacity. A full range of retail banking services is
furnished to individuals, businesses and non-profit organizations. The primary
source of revenue for Westbank is derived from providing loans to customers who
are predominantly located in its service areas.

The Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA")
imposes significant regulatory restrictions and requirements on banking
institutions insured by the FDIC and their holding companies. FDICIA established
capital categories into which financial institutions are placed based on capital
level. Each capital category establishes different degrees of regulatory
restrictions that can apply to a financial institution. As of June 30, 2002, the
Bank's capital was at a level that placed the Bank in the "well capitalized"
category as defined by FDICIA.

FDICIA imposes a variety of other restrictions and requirements on insured
banks. These include significant regulatory reporting requirements such as
insuring that a system of risk-based deposit insurance premiums and civil money
penalties for inaccurate deposit assessment reports exists. In addition, FDICIA
imposes a system of regulatory standards for bank and bank holding company
operations, detailed truth in savings disclosure requirements, and restrictions
on activities authorized by state law but not authorized for national banks.



NOTE C  -  BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America ("generally accepted accounting principles") for
interim information and with instructions for Form 10-Q. Accordingly, they do
not include all of the information and notes required by generally accepted
accounting principles for complete financial statements. 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, 2002, are not necessarily indicative of the
results that may be expected for the year ending December 31, 2002. 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.

For further information, please refer to the Consolidated Financial Statements
and footnotes thereto included in the Westbank Corporation's Annual Report on
Form 10-K for the year ended December 31, 2001.



                                                                               7
<PAGE>
NOTE D  -  COMMITMENTS AND CONTINGENT LIABILITIES

In the normal course of business, there are outstanding commitments and
contingent liabilities, such as standby letters of credit and commitments to
extend credit. As of June 30, 2002, standby letters of credit amounted to
$201,700, loan commitments were $50,164,000 and unused balances available on
home equity lines of credit were $18,390,000.

Trust Assets - Property with a book value of $155,722,000 at June 30, 2002, held
for customers in a fiduciary or agency capacity, is not included in the
accompanying balance sheet since such items are not assets of the Bank.

The Massachusetts Department of Revenue ("DOR") has sent notices of intent to
assess taxes to several banks in the Commonwealth of Massachusetts. The notices
relate to DOR's intent to disallow the dividend-received deduction between a
bank and its subsidiary operating as a real estate investment trust (REIT).

While the Corporation's subsidiary Westbank ("the Bank") has not received a
notice from the DOR, the Bank does operate a REIT similar to banks receiving
notices of assessment from the DOR.

Westbank believes that its tax treatment of the dividend-received deduction for
its REIT subsidiary is valid under Massachusetts law. Accordingly, the Bank
intends to continue its current accounting practice of calculating its tax
provision under the assumption that the dividend-received deduction is valid.

In the event that dividend-received deduction from its REIT subsidiary is
disallowed the Corporation would be required to record additional taxes of
approximately $350,000 for the years 2001 and 2000, exclusive of any interest
charge.



NOTE E -  STOCKHOLDERS' EQUITY

The FDIC imposes leverage capital ratio requirements for state non-member Banks.
In addition, the FDIC has established risk-based capital requirements for
insured institutions for Tier 1 risk-based capital of 4.00% and total risk-based
capital of 8.00%.

The capital ratios of the Bank were as follows:

<TABLE>
<CAPTION>
                                            June 30, 2002        December 31, 2001
                                            -------------        -----------------
<S>                                         <C>                  <C>
     Leverage Capital Ratio                   7.19%                    7.56%
     Tier 1 Risk-Based Capital               11.26%                   11.62%
     Total Risk-Based Capital                12.41%                   12.71%
</TABLE>

As of June 30, 2002 and December 31, 2001, the Bank met the criteria that
classified it as a well-capitalized financial institution.

Capital guidelines issued by the Federal Reserve Board require the Corporation
to maintain certain capital ratios. Regulatory risk-based capital requirements
take into account the different risk categories of banking organizations by
assigning risk weights to assets and the credit equivalent amounts of
off-balance-sheet exposures. In addition, capital is divided into two (2) tiers.
For the Corporation, Tier 1 includes the common stockholders' equity and a
portion of the mandatory redeemable preferred stock; total risk-based, or
supplementary, capital includes not only the equity but also a portion of the
allowance for loan losses and a portion of the mandatory redeemable preferred
stock.

The Corporation's "Tier 1" leverage and risk-based capital ratios are as
follows:

<TABLE>
<CAPTION>
                                                       June 30, 2002      December 31, 2001
                                                       -------------      -----------------
<S>                                                    <C>                <C>
Leverage Capital                                         6.67%                  6.71%
Tier 1 Capital (minimum required 4.00%)                 10.47%                 10.79%
Total Risk-Based Capital (minimum required 8.00%)       12.63%                 13.03%
</TABLE>


                                                                               8
<PAGE>
NOTE F  -  RECENT ACCOUNTING PRONOUNCEMENTS

Effective January 1, 2002, the Corporation adopted Statement of Financial
Accounting No. 142, "Goodwill and Other Intangible Assets" ("SFAS 142"). The
adoption of SFAS 142 did not have a significant effect on the Corporation's
consolidated financial statements.

In April 2002, the Financial Accounting Standards Board ("FASB") issued SFAS No.
145, "Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB
Statement No. 13, and Technical Corrections ("SFAS No. 145"). The adoption of
SFAS No. 145 is not expected to have a material effect on the Corporation's
consolidated financial statements.

In June 2002, the Financial Accounting Standards Board ("FASB") issued SFAS No.
146, "Accounting for Costs Associates with Exit or Disposal Activities" ("SFAS
No. 146"). The adoption of SFAS No. 146 is not expected to have a material
effect on the Corporation's consolidated financial statements.



NOTE G  -  INTANGIBLE ASSET

The following table shows the Company's acquired intangible asset that continues
to be subject to amortization and aggregate amortization expense. The Company
has no intangible assets with indefinite useful lives.

(Dollar amounts in thousands

<TABLE>
<CAPTION>
                                      AS OF JUNE 30, 2002
                                      -------------------
                                   GROSS
                                  CARRYING         ACCUMULATED
AMORTIZED INTANGIBLE ASSET         AMOUNT         AMORTIZATION
                                  --------        ------------
<S>                               <C>             <C>
Core deposits                     $10,404             $1,909
</TABLE>



Amortization expense for the quarter and six months ended June 30, 2002 was $171
and $342 respectively.

Estimated future amortization expense for the succeeding five years is as
follows:


<TABLE>
<CAPTION>
For the year ending December 31,
--------------------------------
<S>                                                             <C>
              2002                                              $   684
              2003                                              $   684
              2004                                              $   684
              2005                                              $   684
              2006                                              $   684
</TABLE>


                                                                               9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
        FINANCIAL CONDITION AND RESULTS OF OPERATIONS
        SIX MONTHS ENDED JUNE 30, 2002 AND 2001



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. Among the factors that could cause actual
results to differ materially from such forward-looking statements are the
following:

1.   The status of the economy in general, as well as in the Corporation's
     primary market areas of Western Massachusetts and Northeastern Connecticut;

2.   The real estate market in Western Massachusetts and Northeastern
     Connecticut;

3.   Competition in the Corporation's primary market area from other banks,
     especially in light of continued consolidation in the New England banking
     industry;

4.   Any changes in federal and state bank regulatory requirements;

5.   Changes in interest rates; and

6.   The cost and other effects of unanticipated legal and administrative cases
     and proceedings, settlements and investigations.

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 or revise any particular forward-looking statement.


CRITICAL ACCOUNTING POLICIES  -

Management believes that Westbank's "Critical Accounting Policies" relate to
accounting for Securities and Loans, including revenue recognition.


                                                                              10
<PAGE>
SECURITIES

Securities that management has the positive intent and ability to hold until
maturity are stated at cost, adjusted for amortization of premiums and accretion
of discounts. Those securities which have been identified as assets for which
there is not a positive intent to hold to maturity, including all marketable
equity securities, are classified as available for sale with unrealized gains
(losses), net of income taxes, reported as a separate component of stockholders'
equity. The Corporation determines if securities will be classified as held to
maturity or available for sale at the time of purchase. In addition, any
mortgage-backed securities created out of the Corporation's own inventory of
residential real estate loans are also considered available for sale. Gains and
losses on sales of securities are recognized in non-interest income at the time
of sale on a specific identification basis. Securities which 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. The Corporation does not engage in trading activities.
Mortgage-backed securities held to maturity are stated at cost, adjusted for
amortization of premiums and accretion of discounts determined by a method that
approximates the level-yield method. Management has the positive ability and the
intent to hold these assets until maturity.


LOANS
Loans have been reduced by deferred loan fees and the allowance for loan losses.
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 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 are not collectable 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 adequacy of the allowance for loan losses is evaluated quarterly by
management. Factors considered in evaluating the adequacy 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 a level adequate to absorb losses. Loan losses are
charged against the allowance for loan losses when management believes the
collectibility of the principal is unlikely.

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.


                                                                              11
<PAGE>
CHANGES IN FINANCIAL CONDITION  -

Total consolidated assets amounted to $661,200,000 on June 30, 2002 compared to
$628,922,000 on December 31, 2001. As of June 30, 2002, and December 31, 2001,
earning assets amounted to, respectively, $618,754,000 or 94% of total assets,
and $586,995,000 or 93% of total assets. Earning assets increased during the
first six months of 2002 as a result of an increase in loans and securities. An
increase in deposits and an increase in borrowed funds partially offset the
impact of the increase in earning assets.


CHANGES IN RESULTS OF OPERATIONS  -

For the quarter ended June 30, 2002, net income totaled $1,838,000 compared to
$1,118,000 for the quarter ended June 30, 2001. For the six months ended June
30, 2002, net income was $3,153,000 compared to $2,038,000 for the same period
during 2001.

Non-interest income increased by $350,000 during the second quarter of 2002
compared to the second quarter of 2001. During the second quarter of 2002, the
Corporation recognized a loss on the sale of mortgages totaling $54,000, while
other non-interest income totaled $1,391,000. Included in other non-interest
income is $575,000 in life insurance proceeds. The bank expects to receive
additional insurance proceeds totaling $225,000 to be reflected in earnings
during the third quarter of 2002. Non-interest expense totaled $4,337,000 for
the quarter ended June 30, 2002, an increase of $88,000 versus the second
quarter of 2001.

An overall increase in interest income reflects an increase in volume and a
decline in interest rates on earning assets, while a decrease in interest
expense as compared to the second quarter of 2001 reflects an increase in
interest-bearing liabilities more than offset by the decrease in rates. Further
analysis is provided in sections on net interest revenue and supporting
schedules.


ALLOWANCE FOR LOAN LOSSES AND NON-PERFORMING ASSETS  -

An increase of $274,000 has been reflected in the provision for loan losses in
the quarter, with $433,000 being provided compared to $159,000 in 2001. Loans
written off against the allowance for loan losses after recoveries amounted to
net charge-off's of $38,000 for the quarter ended June 30, 2002 versus $21,000
for the same period of 2001.

After giving effect to the actions described above, the allowance for loan
losses at June 30, 2002, totaled $4,683,000 or 1.00% of total loans, as compared
to $4,179,000 or 0.94% at December 31, 2001.

Non-performing past due loans at June 30, 2002, aggregated $1,719,000 or 0.37%
of total loans compared to $1,830,000 or 0.41% at December 31, 2001. The
percentage of non-performing and past due loans compared to total assets on
those same dates, respectively, amounted to 0.26% and 0.32%.

Other real estate owned decreased during the most recent quarter by $137,000
compared to 2001. As of June 30, 2002, the Corporation had no other real estate
owned The percentage of other real estate owned to total assets as of June 30,
2002 and December 31, 2001 amounted to 0% and 0.03% respectively.

Management has made every effort to recognize all circumstances known at this
time which could affect the collectibility of loans and has reflected these in
deciding as to the provision for loan losses, the writing down of other real
estate owned and impaired loans to fair value and other loans (watch list)
monitored by management, the charge-off of loans and the balance in the
allowance for loan losses. Management believes that the provision for the
quarter, and the balance in the allowance for loan losses, are adequate based on
results provided by the loan grading system and circumstances known at this
time.


                                                                              12
<PAGE>
NET INTEREST 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 balances and rates derived for the analysis of net interest income presented
on the following pages reflect the consolidated assets and liabilities of the
Corporation's principal earning subsidiary, Westbank.


(Dollar amounts in thousands)
<TABLE>
<CAPTION>
                                           Quarter Ended June 30,  Six Months Ended June 30,
                                              2002        2001        2002        2001
                                             -------     -------     -------     -------
<S>                                        <C>           <C>       <C>           <C>
Interest and dividend income                 $10,206     $10,115     $20,649     $20,262
Interest expense                               4,449       4,996       8,993      10,294
                                             -------     -------     -------     -------
Net interest income                            5,757       5,119      11,656       9,968
Tax equivalent adjustment                         51          39          89          84
                                             =======     =======     =======     =======
NET INTEREST INCOME (TAXABLE EQUIVALENT)     $ 5,808     $ 5,158     $11,745     $10,052
                                             =======     =======     =======     =======
</TABLE>

INTEREST RATE SPREAD AND NET YIELD ON EARNING ASSETS

(Dollar amounts in thousands)

<TABLE>
<CAPTION>
                                         Quarter Ended June 30,               Six Months Ended June 30,
                                        2002               2001                2002                2001
                                        ----               ----                ----                ----
                                  Average           Average             Average             Average
                                  Balance  Rate     Balance     Rate    Balance     Rate    Balance     Rate

<S>                             <C>        <C>      <C>         <C>     <C>         <C>     <C>         <C>
Earning Assets                   $609,753  6.72%    $540,148    7.52%   $607,521    6.82%   $533,938    7.62%
                                 --------  ----     --------    ----    --------    ----    --------    ----
Interest-bearing liabilities     532,410   3.35       469,932   4.25     534,671    3.36     465,554    4.42
                                 --------  ----     --------    ----    --------    ----    --------    ----
Interest rate spread                       3.37                 3.27                3.46                3.20
                                 --------  ----     --------    ----    --------    ----    --------    ----
Interest-free resources used
     to fund earning assets       77,343             70,216               72,850              68,384
                                 ========  ====     ========    ====    ========    ====    ========    ====
Total Sources of Funds          $609,753            $540,148            $607,521            $533,938
NET YIELD ON EARNING ASSETS                3.81%                3.82%               3.87%               3.77%
                                 ========  ====     ========    ====    ========    ====    ========    ====
</TABLE>


                                                                              13
<PAGE>
CHANGES IN NET INTEREST INCOME

(Dollar amounts in thousands)


<TABLE>
<CAPTION>
                                    QUARTER ENDED JUNE 30, 2002
                                                 OVER
                                    QUARTER ENDED JUNE 30, 2001
                                    ---------------------------
                                            CHANGE DUE TO
                                   VOLUME       RATE         TOTAL
                                   ------       ----         -----
<S>                                <C>         <C>          <C>
Interest Income:
     Loans                         $   470     $  (919)     $  (449)
     Securities                        650        (109)         541
     Federal Funds                      18          (7)          11
                                   -------     -------      -------
Total Interest Earned                1,138      (1,035)         103
                                   -------     -------      -------
Interest Expense:
     Interest-bearing deposits         471      (1,086)        (615)
     Other borrowed funds              149         (81)          68
                                   -------     -------      -------
Total Interest Expense                 620      (1,167)        (547)
                                   -------     -------      -------
NET INTEREST INCOME                $   518     $   132      $   650
                                   =======     =======      =======
</TABLE>

Net interest earned on a taxable equivalent basis increased to $5,808,000 in the
second quarter of 2002, up $650,000 as compared with the quarter ended June 30,
2001.

An increase in average earning assets of $69,605,000 or 13% and an 80 basis
point decrease in average rate of return resulted in an increase in volume of
$1,138,000 and a decrease in rate of $1,035,000. An increase in average
interest-bearing liabilities of $62,478,000 or 13.30% and a 90 basis point
decrease in average rate of interest paid contributed to an increase in volume
of $620,000 and a decrease in rate of $1,167,000.


<TABLE>
<CAPTION>
                                   SIX MONTHS ENDED JUNE 30, 2002
                                                OVER
                                   SIX MONTHS ENDED JUNE 30, 2001
                                   ------------------------------
                                            CHANGE DUE TO
                                   VOLUME       RATE         TOTAL
                                   ------       ----         -----
<S>                                <C>         <C>          <C>
Interest Income:
     Loans                         $   873     $(1,768)     $  (895)
     Securities                      1,637        (312)       1,325
     Federal Funds                       2         (40)         (38)
                                   -------     -------      -------
Total Interest Earned                2,512      (2,120)         392
                                   -------     -------      -------

Interest Expense:
     Interest-bearing deposits         709      (2,402)      (1,693)
     Other borrowed funds              788        (396)         392
                                   -------     -------      -------
Total Interest Expense               1,497      (2,798)      (1,301)
                                   -------     -------      -------
NET INTEREST INCOME                $ 1,015     $   678      $ 1,693
                                   =======     =======      =======
</TABLE>

Net interest earned on a taxable equivalent basis increased to $11,745,000
through June 30, 2002, up $1,693,000 versus the same period of 2001.

An increase in average earning assets of $73,583,000 or 14% and an 80 basis
point decrease in average rate of return resulted in an increase in volume of
$2,512,000 and a decrease in rate of $2,120,000. An increase in average
interest-bearing liabilities of $69,117,000 or 14.85% and a 106 basis point
decrease in average rate of interest paid contributed to an increase in volume
of $1,497,000 and a decrease in rate of $2,798,000.


                                                                              14
<PAGE>
                                                              OPERATING EXPENSES

The components of total operating expenses for the periods and their percentage
of gross income are as follows:

(Dollar amounts in thousands)
<TABLE>
<CAPTION>
                                           Quarter Ended June 30,                   Six Months Ended June 30,
                                          2002                 2001                 2002                2002
                                          ----                 ----                 ----                ----
                                     Amount   Percent     Amount   Percent     Amount  Percent    Amount   Percent
                                     ------   -------     ------   -------     ------  -------    ------   -------
<S>                                  <C>      <C>         <C>       <C>        <C>     <C>         <C>      <C>
Salaries and benefits                $2,277   19.73%      $2,122    19.11%     $4,521  19.90%      $4,165   18.92%
Other non-interest expense            1,664   14.42        1,762    15.87       3,407  15.00        3,321   15.09
Occupancy - net                         396    3.43          365     3.29         770   3.39          754    3.43
                                     ------   -----       ------    -----      ------  -----       ------   -----
TOTAL OPERATING EXPENSES             $4,337   37.58%      $4,249    38.27%     $8,698  38.29%      $8,240   37.44%
                                     ======   =====       ======    =====      ======  =====       ======   =====
</TABLE>

For the six-month period ended June 30, 2002, operating expenses increased by
approximately $458,000 versus the 2001 period. Salaries and benefits increased
by $356,000, while other non-interest expense increased by $86,000 and occupancy
increased by $16,000. The increase is a direct result of the overall increased
volume and growth of the Corporation.



INCOME TAXES

The effective tax rates for the Corporation for the quarter and six-months ended
June 30, 2002 were 21% and 27% respectively. This compares to an effective rate
of 34% for the quarter and year-to-date period ended June 30, 2001. The primary
reason for the change in the effective tax rate during 2002 was the recognition
of life insurance proceeds totaling $575,000 recorded during the second quarter
of 2002, which were non-taxable to the Corporation.


INTEREST RATE SENSITIVITY

The following table sets forth the distribution of the repricing of the
Corporation's earning assets and interest-bearing liabilities as of June 30,
2002:

(Dollar amounts in thousands)

<TABLE>
<CAPTION>
                                      Three          Over Three        Over One
                                     Months           Months to         Year to          Over Five
                                     or Less          One Year        Five Years           Years            Total
                                   ---------         ---------         ---------         --------         ---------
<S>                                 <C>              <C>              <C>                <C>              <C>
Earning Assets                      $101,122           $64,225          $153,854         $299,553          $618,754
Interest-Bearing
     Liabilities                     144,567           135,534           242,164           17,258           539,523
                                    --------          =-------          --------         --------          --------
Interest Rate
     Sensitivity Gap                $(43,445)         $(71,309)         $(88,310)        $282,295          $ 79,231
                                    ========          ========          ========         ========          ========

Cumulative Interest
     Rate Sensitivity Gap           $(43,445)        $(114,754)        $(203,064)       $  79,231

Interest Rate
     Sensitivity Gap Ratio             (7.02)%          (11.52)%          (14.27)%          45.62%            12.81%

Cumulative Interest
     Rate Sensitivity Gap Ratio        (7.02)           (18.54)           (32.81)           12.81
</TABLE>


                                                                              15
<PAGE>
LIQUIDITY

The Corporation's liquidity represents the ability to meet loan commitments,
deposit withdrawals and any other cash needs as they arise. Funds to meet
liquidity needs are available by converting liquid assets or by generating new
deposits or through other funding sources. Factors affecting a bank's liquidity
needs include changes in interest rates, demand for loan products and general
economic conditions. The Corporation has alternative sources of liquidity,
including federal funds lines of credit, lines of credit available through the
Federal Home Loan Bank of Boston and repurchase agreements. Management believes
that the Corporation's level of liquidity is adequate to meet current and future
funding needs.



PROVISION AND ALLOWANCE FOR LOAN LOSSES
(Dollar amounts in thousands)


<TABLE>
<CAPTION>
                                                            Quarter Ended June 30,   Six Months Ended June 30,
                                                               2002         2001         2002         2001
                                                             -------      -------      -------      -------
<S>                                                         <C>           <C>        <C>            <C>
Balance at beginning of period                               $ 4,288      $ 3,936      $ 4,179      $ 3,670
Provision for loan losses                                        433          159          733          386
                                                             -------      -------      -------      -------
                                                               4,721        4,095        4,912        4,056
                                                             -------      -------      -------      -------
Less charge-offs:
     Loans secured by real estate                                 20            7          124            7
     Commercial and industrial loans                               4            0           36            0
     Consumer loans                                               43           32          142           59
                                                             -------      -------      -------      -------
                                                                  67           39          302           66
                                                             -------      -------      -------      -------
Add-recoveries:
     Loans secured by real estate                                 15            2           16           59
     Commercial and industrial loans                               8           12           28           18
     Consumer loans                                                6            4           29            7
                                                             -------      -------      -------      -------
                                                                  29           18           73           84
                                                             -------      -------      -------      -------
Net charge-offs (recoveries)                                      38           21          229          (18)
                                                             -------      -------      -------      -------
BALANCE AT END OF PERIOD                                     $ 4,683      $ 4,074      $ 4,683      $ 4,074
                                                             =======      =======      =======      =======
Net charge-offs (recoveries) to:
     Average loans                                               .01%         .01%         .05%         .00%
     Loans at end of period                                      .01%         .01%         .05%         .00%
     Allowance for loan losses at January 1                      .89%         .53%        5.50%        (.49%)
Allowance for loan losses at June 30 as a percentage of:
         Average loans                                          1.02%         .93%        1.02%         .94%
         Loans at end of period                                 1.00%         .93%        1.00%         .93%
</TABLE>

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. Quarterly, based on an internal review of the loan portfolio, the
Corporation identifies required reserve allocations targeted to recognized
problem loans that, in the opinion of management, have potential loss exposure
or questions relative to the depth of the collateral on these same loans. In
addition, the Corporation allocates a reserve against the remainder of the loan
portfolio, based on the overall mix of the loan portfolio and the loss history
of each loan category.


                                                                              16
<PAGE>
NON-ACCRUAL, PAST DUE AND NON-PERFORMING LOANS

(Dollar amounts in thousands)



<TABLE>
<CAPTION>
                                        6-30-02     3-31-02     12-31-01    09-30-01    06-30-01
                                        -------     -------     --------    --------    --------

<S>                                     <C>         <C>         <C>         <C>         <C>
Non-accrual loans                        $1,412      $1,160      $1,040      $1,570      $1,926
                                         ------      ------      ------      ------      ------

Loans contractually past
     due 90 days or more
     still accruing                         307         195         790          98         165
                                         ------      ------      ------      ------      ------

Total non-accrual, past due
     and restructured loans               1,719       1,355       1,830       1,668       2,091
                                         ------      ------      ------      ------      ------

Non-accrual, past due and
     restructured loans as a
     percentage of total loans             0.37%       0.30%       0.41%       0.37%       0.48%
                                         ------      ------      ------      ------      ------

Allowance for loan losses as a
     percentage of non-accrual, past
     due and restructured loans          272.43%     316.46%     228.36%     245.20%     198.84%
                                         ======      ======      ======      ======      ======

Other real estate owned - net                           130         204         117        137
                                           ---          ---         ---         ---        ---

Total non-performing assets              $1,719      $1,485      $2,034      $1,785     $2,228

Non-performing assets as a
     percentage of total assets            0.26%       0.23%       0.32%       0.29%      0.37%
                                           ----        ----        ----        ----       ----
</TABLE>


                                                                              17
<PAGE>
QUARTER-TO-DATE AVERAGE BALANCES
INTEREST EARNED - INTEREST EXPENSE



(Dollar amounts in thousands)

<TABLE>
<CAPTION>

                                                                            Quarter ended June 30,
                                                                  2002                                   2001
                                                                  ----                                   ----
                                               Balance        Interest(1)     Rate       Balance      Interest(1)    Rate
                                               -------        -----------     ----       -------      -----------    ----
<S>                                           <C>             <C>             <C>       <C>           <C>           <C>
Federal funds sold and
     temporary investments                    $   3,794       $      29       3.06%     $   1,553     $      18     4.64%
Securities                                      144,680           2,206       6.10        102,457         1,665     6.50
Loans                                           461,279           8,022       6.96        436,138         8,471     7.77
                                              ---------       ---------       ----      ---------     ---------     ----
Total earning assets                            609,753       $  10,257       6.72%     $ 540,148     $  10,154     7.52%
                                              ---------       ---------       ----      ---------     ---------     ----
Loan loss allowance                              (4,405)                                   (4,068)
All other assets                                 44,583                                    37,264
                                              ---------       ---------       ----      ---------     ---------     ----
TOTAL ASSETS                                    $649,931                                $ 573,344
                                              =========       =========       ====      =========     =========     ====
LIABILITIES AND EQUITY

Interest bearing deposits                     $ 451,420       $   3,460       3.07%     $ 400,796     $   4,075     4.07%
Borrowed funds                                   80,990             989       4.89         69,136           921     5.33
                                              ---------       ---------       ----      ---------     ---------     ----
Total interest bearing
     liabilities                                532,410           4,449       3.35        469,932         4,996     4.25
                                              ---------       ---------       ----      ---------     ---------     ----
Interest rate spread                                                          3.35%                                 3.27%
Demand deposits                                  72,708                                    63,426
Other liabilities                                 5,265                                     3,722
Shareholders' equity                             39,548                                    36,264
                                              ---------       ---------       ----      ---------     ---------     ----
TOTAL LIABILITIES
     AND EQUITY                               $ 649,931                                 $ 573,344
                                              =========       =========       ====      =========     =========     ====
Net Interest Income(tax equivalent basis)                     $   5,808                               $   5,158
Interest Earned/Earning Assets                                                6.72%                                 7.52%
Interest Expense/Earning Assets                                               2.91                                  3.70
                                              ---------       ---------       ----      ---------     ---------     ----
Net Yield on Earning Assets                                                   3.81%                                 3.82%
Deduct tax equivalent adjustment                                     51                                      39
                                              ---------       ---------       ----      ---------     ---------     ----
NET INTEREST INCOME                                           $   5,757                               $   5,119
                                              =========       =========       ====      =========     =========     ====
</TABLE>

(1)  Amounts shown are adjusted to a "tax equivalent" basis.


                                                                              18
<PAGE>
YEAR-TO-DATE AVERAGE BALANCES
INTEREST EARNED - INTEREST EXPENSE



(Dollar amounts in thousands)
<TABLE>
<CAPTION>
                                                                      Six months ended June 30,
                                                           2002                                         2001
                                                           ----                                         ----
                                              Balance  Interest(1)        Rate            Balance   Interest(1)      Rate
                                              -------  -----------        ----            -------   -----------      ----
<S>                                          <C>       <C>               <C>             <C>        <C>              <C>
Federal funds sold and
     temporary investments                   $  2,714    $    32         2.36%           $  2,631     $    70        5.32%
Securities                                    148,080      4,581         6.19              97,595       3,256        6.67
Loans                                         456,727     16,125         7.06             433,712      17,020        7.85
                                             --------    -------         ----            --------     -------        ----
Total earning assets                          607,521    $20,738         6.82%            533,938     $20,346        7.62%
                                             --------    -------         ----            --------     -------        ----
Loan loss allowance                            (4,305)                                     (3,935)
All other assets                               45,256                                      37,214
                                             --------    -------         ----            --------     -------        ----
TOTAL ASSETS                                 $648,471                                    $567,217
                                             ========    =======         ====            ========     =======        ====
LIABILITIES AND EQUITY

Interest bearing deposits                    $444,016     $6,986         3.15%           $408,069     $ 8,679        4.25%
Borrowed funds                                 90,655      2,007         4.43              57,485       1,615        5.62
                                             --------    -------         ----            --------     -------        ----
Total interest bearing
     liabilities                              534,671     $8,993         3.36             465,554     $10,294        4.42
                                             --------    -------         ----            --------     -------        ----
Interest rate spread                                                     3.45%                                       3.20%
Demand deposits                                69,183                                      61,933
Other liabilities                               5,421                                       3,887
Shareholders' equity                           39,196                                      35,843
                                             --------    -------         ----            --------     -------        ----
TOTAL LIABILITIES
     AND EQUITY                              $648,471                                    $567,217
                                             ========    =======         ====            ========     =======        ====
Net Interest Income(tax equivalent basis)                $11,745                                      $10,052
Interest Earned/Earning Assets                                           6.82%                                       7.62%
Interest Expense/Earning Assets                                          2.95                                        3.85
                                             --------    -------         ----            --------     -------        ----
Net Yield on Earning Assets                                              3.87%                                       3.77%
Deduct tax equivalent adjustment                              89                                           84
                                             --------    -------         ----            --------     -------        ----
NET INTEREST INCOME                                      $11,656                                      $ 9,968
                                             ========    =======         ====            ========     =======        ====
</TABLE>

(1)  Amounts shown are adjusted to a "tax equivalent" basis.



ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in the Corporation's assessment of its
sensitivity to market risk since its presentation in the 2001 Annual Report
filed with the Securities and Exchange Commission.


                                                                              19
<PAGE>
                           PART II - OTHER INFORMATION




ITEM 1.   Legal Proceedings

          Certain litigation is pending against the Corporation and the 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 2.   Changes in Rights of Securities Holders  -  NONE

ITEM 3.   Defaults by Company on its Senior Securities  -  NONE

ITEM 4.   Results of Votes on Matters Submitted to a Vote of Security Holders  -
          NONE

ITEM 5.   Other Events  -  NONE

ITEM 6.   Exhibits and Reports on Form 8-K

          a. Exhibits

          b. Reports on Form 8-K  -  None


                                                                              20
<PAGE>
                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
                                                                      Page No.
                                                                      --------

<S>                                                                   <C>
3.       Articles of Organization, as amended                            **

         (a)   Articles of Organization, as amended                       *

         (b)   By-Laws, as amended                                        *
</TABLE>

*    Incorporated by reference to identically numbered exhibits contained in
     Registrant's Annual Report on Form 10-K for the year ended December 31,
     1988.

**   Incorporated by reference to identically numbered exhibits contained in
     Registrant's Annual Report on Form 10-K for the year ended December 31,
     1987.


                                                                              21
<PAGE>
In accordance with Section 906 of the Sarbanes-Oxley Act of 2002, the
undersigned, Chief Executive Officer and Chief Financial Officer of Westbank
Corporation, hereby certify that this Quarterly Report of Westbank Corporation
on Form 10-Q for the period ending June 30, 2002 fully complies with the
requirements of Sections 13(a) of the Securities and Exchange Act of 1934, and
that the information contained in this periodic report fairly presents, in all
material respects, the financial conditions and results and operations of
Westbank Corporation.

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 7, 2002                                   /s/
      --------------                  ------------------------------------------
                                         Donald R. Chase
                                         President and Chief Executive Officer





Date: August 7, 2002                                    /s/
      --------------                  ------------------------------------------
                                         John M. Lilly
                                         Treasurer and Chief Financial Officer


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