================================================================================

                                  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, 2003


                        Commission file number 0 - 12784


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


          MASSACHUSETTS                                       04-2830731
(State of other jurisdiction of                       (I.R.S. Employer I.D. No.)
 incorporation or organization)


  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  [ ]


Common stock, par value $2.00 per share: 4,389,431 shares outstanding as of July
31, 2003
================================================================================
<PAGE>

                      WESTBANK CORPORATION AND SUBSIDIARIES

                                      INDEX

                         PART I - FINANCIAL INFORMATION



ITEM 1. Financial Statements                                               Page
                                                                           ----

        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                      10-20


ITEM 3. Quantitative and Qualitative Disclosures About Market Risk          21


ITEM 4. Controls and Procedures                                             21


                        PART II - OTHER INFORMATION


ITEM 1. Legal Proceedings                                                   21

ITEM 2. Changes in Rights of Securities Holders                             21

ITEM 3. Defaults by Company on its Senior Securities                        21

ITEM 4. Results of Votes on Matters Submitted to a
          Vote of Security Holders                                          21

ITEM 5. Other Events                                                        21

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

        Exhibit Index                                                       22

Signatures                                                                  23


                                                                               2
<PAGE>

ITEM 1. FINANCIAL STATEMENTS

WESTBANK CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE><CAPTION>
                                                       June 30, 2003
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)    (Unaudited)      December 31, 2002
------------------------------------------------------------------------------------------
ASSETS
Cash and due from banks:
<S>                                                      <C>                 <C>
      Non-interest bearing                               $  20,036           $  18,967
      Interest bearing                                          83                  98
Federal funds sold                                          24,922              28,185
------------------------------------------------------------------------------------------
Total cash and cash equivalents                             45,041              47,250
------------------------------------------------------------------------------------------
Securities available for sale                              122,254             132,296
Securities held to maturity
      (approximate fair value of
      $334 in 2003 and $586 in 2002)                           317                 436
------------------------------------------------------------------------------------------
Total securities                                           122,571             132,732
------------------------------------------------------------------------------------------
Loans                                                      456,593             478,832
Allowance for loan losses                                    5,122               5,111
------------------------------------------------------------------------------------------
Net loans                                                  451,471             473,721
Premises and equipment, net                                  6,351               6,586
Bank-owned life insurance                                    8,529               8,333
Accrued interest receivable                                  2,634               3,037
Intangible assets                                            8,837               8,837
Other assets                                                 4,404               2,367
------------------------------------------------------------------------------------------
TOTAL ASSETS                                             $ 649,838           $ 682,863
==========================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
      Non-interest bearing                               $  72,493           $  74,169
      Interest bearing                                     464,790             487,578
------------------------------------------------------------------------------------------
            Total deposits                                 537,283             561,747
Borrowed funds                                              46,403              56,392
Accrued interest payable                                       526                 665
Other liabilities                                            4,419               4,447
------------------------------------------------------------------------------------------
            Total liabilities                              588,631             623,251
------------------------------------------------------------------------------------------
Mandatorily redeemable preferred stock                      17,000              17,000
------------------------------------------------------------------------------------------
Stockholders' Equity:
Common stock        - $2 par value
      Authorized    - 9,000,000 shares
      Issued        - 4,523,485 shares in 2003 and 2002      9,047               9,047
Additional paid in capital                                  14,516              14,497
Retained earnings                                           20,731              18,780
Treasury stock                                              (1,917)             (2,091)
Accumulated other comprehensive income                       1,830               2,379
------------------------------------------------------------------------------------------
            Total Stockholders' Equity                      44,207              42,612
------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY               $ 649,838           $ 682,863
==========================================================================================
</TABLE>

     See accompanying notes to condensed consolidated financial statements.

                                                                               3
<PAGE>

WESTBANK CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
<TABLE><CAPTION>

(Unaudited)
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
                                                                Quarter Ended June 30,           Six Months Ended June 30,
                                                                  2003         2002                  2003         2002
---------------------------------------------------------------------------------------------------------------------------
Income:
<S>                                                            <C>          <C>                   <C>          <C>
      Interest and fees on loans                               $  7,281     $  7,988              $ 14,914     $ 16,057
      Interest and dividend income on securities                  1,598        2,189                 3,267        4,560
Interest on federal funds sold                                       54           29                   116           32
---------------------------------------------------------------------------------------------------------------------------
Total interest and dividend income                                8,933       10,206                18,297       20,649
Interest expense                                                  3,584        4,449                 7,432        8,993
---------------------------------------------------------------------------------------------------------------------------
Net interest income                                               5,349        5,757                10,865       11,656
Provision for loan losses                                             0          433                     0          733
---------------------------------------------------------------------------------------------------------------------------
Net interest income after
      provision for loan losses                                   5,349        5,324                10,865       10,923
---------------------------------------------------------------------------------------------------------------------------
Non-interest income:
      Gain/(Loss) on sale of securities                               4                                263         (277)
      Gain/(Loss) on sale of loans                                  246          (54)                  246           73
      Other non-interest income                                     744        1,391                 1,478        2,274
---------------------------------------------------------------------------------------------------------------------------
Total non-interest income                                           994        1,337                 1,987        2,070
---------------------------------------------------------------------------------------------------------------------------
Non-interest expenses:
      Salaries and benefits                                       2,443        2,277                 4,813        4,521
      Other non-interest expense                                  1,421        1,493                 2,768        3,065
      Occupancy - net                                               365          396                   810          770
---------------------------------------------------------------------------------------------------------------------------
Total non-interest expense                                        4,229        4,166(1)              8,391        8,356(2)
---------------------------------------------------------------------------------------------------------------------------
Income before income taxes                                        2,114        2,495                 4,461        4,637
Income taxes                                                        612          555                 1,453        1,279
---------------------------------------------------------------------------------------------------------------------------

NET INCOME                                                     $  1,502     $  1,940(1)           $  3,008     $  3,358(2)
---------------------------------------------------------------------------------------------------------------------------
Net income per share
                           - Basic                                $0.34        $0.46(1)              $0.69        $0.79(2)
                           - Diluted                              $0.33        $0.45(1)              $0.67        $0.78(2)

Weighted average shares outstanding
                           - Basic                            4,381,490    4,205,618             4,363,070    4,234,669
                           - Dilutive Option Shares             155,566      122,819               151,515       99,796
---------------------------------------------------------------------------------------------------------------------------
                           - Diluted                          4,537,056    4,328,437             4,514,585    4,334,465
---------------------------------------------------------------------------------------------------------------------------
</TABLE>
     See accompanying notes to condensed consolidated financial statements.


(1)   Net income for the quarter ended June 30, 2002 has been restated to
      reflect the September 30, 2002 adoption of SFAS No. 147 ("Acquisition of
      Certain Financial Institutions"). Accordingly, for the quarter ended June
      30, 2002, non-interest expense has been reduced by $171,000, net income
      has been increased by $102,000, and basic and diluted net income per share
      were increased by $0.02 and $0.03 respectively for the removal of
      amortization expenses related to goodwill.

(2)   Net income for the six-month period ended June 30, 2002 has been restated
      to reflect the September 30, 2002 adoption of SFAS No. 147 ("Acquisition
      of Certain Financial Institutions"). Accordingly, for the six months ended
      June 30, 2002, non-interest expense has been reduced by $342,000, net
      income has been increased by $205,000, and basic and diluted net income
      per share both were increased by $0.05 for the removal of amortization
      expenses related to goodwill.

                                                                               4
<PAGE>

WESTBANK CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEAR ENDED DECEMBER 31, 2002 AND SIX MONTHS ENDED JUNE 30, 2003
<TABLE><CAPTION>
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

                                         COMMON STOCK                                              ACCUMULATED
                                         ------------       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>           <C>
BALANCE - JANUARY 1, 2002             4,266,383   $8,632    $11,782      $ 17,787    $   (431)       $ 1,246       $39,016
===========================================================================================================================
Net income                                                                  6,009                                    6,009
Cash dividends declared
      ($.40 per share)                                                     (1,849)                                  (1,849)
Shares issued from treasury stock:
      Stock option plan                  54,055                (243)                      547                          304
      Dividend reinvestment and
       stock purchase plan               42,310                 122                       408                          530
Changes in unrealized gain/(loss)
 on securities available for sale                                                                      1,133         1,133
Income tax benefit for exercise of
 non-qualified stock options                                     84                                                     84
Five percent common stock dividend      207,690      415      2,752        (3,167)
Repurchase of common stock             (202,658)                                       (2,615)                      (2,615)
---------------------------------------------------------------------------------------------------------------------------
BALANCE - DECEMBER 31, 2002           4,367,780    9,047     14,497        18,780      (2,091)         2,379        42,612
===========================================================================================================================

(Unaudited)

Net income                                                                  3,008                                    3,008
Cash dividends declared
      ($.12 per share)                                                     (1,057)                                  (1,057)
Shares issued from treasury stock:
      Stock option plan                  17,080                (100)                      223                          123
      Dividend reinvestment and
            stock purchase plan          24,428                  36                       315                          351
Changes in unrealized gain/(loss)
      on securities available for sale                                                                  (549)         (549)
Income tax benefit for exercise of
      non-qualified stock options                                83                                                     83
Repurchase of common stock              (25,727)                                         (364)                        (364)
---------------------------------------------------------------------------------------------------------------------------
BALANCE - JUNE 30, 2003               4,383,561   $9,047    $14,516      $ 20,731    $ (1,917)       $ 1,830       $44,207
===========================================================================================================================
</TABLE>
     See accompanying notes to condensed consolidated financial statements.




CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
<TABLE><CAPTION>
(Unaudited) (DOLLARD IN THOUSANDS)
                                                                  Quarter Ended June 30,          Six Months Ended June 30,
                                                                    2003          2002                2003          2002
---------------------------------------------------------------------------------------------------------------------------
<S>                                                               <C>            <C>                <C>            <C>
Net income                                                        $ 1,502        $1,940             $ 3,008        $3,358
---------------------------------------------------------------------------------------------------------------------------
Unrealized gain (loss) on securities available for sale,
      net of income taxes (benefit) of $66 and $872 for
      the quarter and $(193) and $200 for the six-month
      periods ended June 30, 2003 and 2002 respectively               128         1,693                (375)          389
Reclassification adjustment for gains (losses)
      Included in net income, net of income taxes (benefit)
      of $(1) and $0 for the second quarter of 2003 and
      2002 respectively, and net of income taxes of $(89)
      and $94 for the six months ended June 30, 2003
      and 2002 respectively                                            (3)                             (174)          183
---------------------------------------------------------------------------------------------------------------------------
Other Comprehensive Income (Loss)                                     125         1,693                (549)          572
---------------------------------------------------------------------------------------------------------------------------
COMPREHENSIVE INCOME                                              $ 1,627        $3,633             $ 2,459        $3,930
===========================================================================================================================
</TABLE>
     See accompanying notes to condensed consolidated financial statements.

                                                                               5
<PAGE>

WESTBANK CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
<TABLE><CAPTION>

(Unaudited) (DOLLAR AMOUNTS IN THOUSANDS)
                                                                              Six months ended June 30,
                                                                                 2003           2002
-------------------------------------------------------------------------------------------------------
Operating Activities:
<S>                                                                           <C>            <C>
Net income                                                                    $  3,008       $  3,358
Adjustments to reconcile net income to net
      cash provided by operating activities:
            Provision for loan losses                                                             733
            Provision for other real estate owned                                                  11
            Accretion of discount on investment securities                         (20)           (27)
            Depreciation and amortization                                          339            380
            Realized loss/(gain) on sale of securities                            (263)           277
            Gain on sale of mortgages                                             (246)           (73)
            Gain on sale of other real estate owned                                               (55)
            (Increase)/Decrease in accrued interest receivable                     403           (212)
            (Increase) in bank-owned life insurance                               (196)
            (Increase) in other assets                                          (2,037)          (253)
            Increase/(Decrease) in accrued interest payable on deposits           (139)           436
            (Decrease) in other liabilities                                        (28)          (735)
-------------------------------------------------------------------------------------------------------
Net cash provided by operating activities                                          821          3,840
=======================================================================================================
Investing activities:
      Investments and mortgage-backed securities:
            Held to maturity:
                 Proceeds from maturities and principal payments                   119            193
            Available for sale:
                 Purchases                                                     (21,392)       (35,127)
                 Proceeds from sales                                             7,459         21,260
                 Proceeds from maturities and principal payments                49,267         47,958
Purchases of premises and equipment                                               (104)           (27)
Proceeds from loan sales                                                         6,462
Net (increase) in loans                                                         (9,524)       (48,186)
Proceeds from sale of other real estate owned                                                     250
-------------------------------------------------------------------------------------------------------
Net cash provided by/(used in) investing activities                             32,287        (13,679)
=======================================================================================================
Financing activities:
      Net increase/(decrease) in deposits                                      (24,464)        27,780
      Net increase/(decrease) in borrowings                                     (9,989)         3,335
      Treasury stock (purchased)/issued, net                                       193            (23)
      Dividends paid                                                            (1,057)          (934)
-------------------------------------------------------------------------------------------------------
Net cash provided by/(used in) financing activities                            (35,317)        30,158
=======================================================================================================
Decrease in cash and cash equivalents                                           (2,209)        20,319
Cash and cash equivalents at beginning of period                                47,250         17,451
-------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period                                    $ 45,041       $ 37,770
=======================================================================================================
Cash paid:
      Interest on deposits and other borrowings                               $  7,571       $  8,965
      Income taxes                                                               6,180          2,293
Supplemental disclosure of cash flow information:
      Securitization of loans into mortgage-backed securities                   26,079         23,495
</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, 2003 AND 2002
(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 - BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements for the
quarters and six-month periods ended June 30, 2003 and 2002 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, 2003
are not necessarily indicative of the results that may be expected for the year
ending December 31, 2003. 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 Annual Report on Form
10-K for the year ended December 31, 2002.


NOTE C - STOCK-BASED COMPENSATION

Prior to January 1, 2003, the Corporation accounted for stock-based employee
compensation under the intrinsic value method consistent with the provisions of
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees", and related Interpretations, as permitted by Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation" (SFAS
No. 123). Effective January 1, 2003, the Corporation adopted the fair value
recognition provisions of SFAS No. 123 prospectively to all employee awards
granted, modified or settled after January 1, 2003. In accordance with this
Statement, the Corporation began expensing the cost of the stock-based employee
compensation for all new employee awards granted.

The following table shows net income and earnings per share for the quarters
ended June 30, 2003 and 2002 and for the six month periods ended June 30, 2002
and 2003, as if the fair value based method had been applied to all outstanding
and unvested awards in each period.

                                                                               7
<PAGE>
<TABLE><CAPTION>
                                                                  Quarter Ended June 30,         Six Months Ended June 30,
(DOLLARS IN THOUSANDS)                                              2003           2002            2003             2002
---------------------------------------------------------------------------------------------------------------------------
Net income:
<S>                                                               <C>             <C>             <C>              <C>
      Reported net income                                         $ 1,502         $1,940          $3,008           $3,358
      Add:       Stock-based employee compensation expense
                 included in reported net income, net of related
                 tax effects                                           47                             67
      Deduct:    Total stock-based employee compensation
                 expense determined under fair value based
                 method for all awards net of related taxes
                 effects (1)                                           47             22              67               27
---------------------------------------------------------------------------------------------------------------------------
Pro forma net income                                              $ 1,502         $1,918          $3,008           $3,331
===========================================================================================================================

Earnings per share:

      Basic - as reported                                           $0.34          $0.46           $0.69            $0.79
===========================================================================================================================

      Basic - pro forma                                             $0.34          $0.46           $0.69            $0.79
===========================================================================================================================

      Diluted - as reported                                         $0.33          $0.45           $0.67            $0.78
===========================================================================================================================

      Diluted - pro forma                                           $0.33          $0.44           $0.67            $0.77
===========================================================================================================================
</TABLE>
(1) All previously awarded grants were fully amortized prior to January 2, 2003.


NOTE D - CONTINGENT LIABILITIES

On June 23, 2003, the Corporation's subsidiary Westbank ("the Bank") settled its
dispute with the Massachusetts Department of Revenue ("DOR") over a change in
state law regarding tax deductions for real estate investment trust ("REIT")
dividends for 2002 and prior tax years. The financial settlement with the DOR
had no material impact on the Corporation's financial results for the quarter
ended June 30, 2003.



                                                                               8
<PAGE>

NOTE E - RECENT ACCOUNTING PRONOUNCEMENTS

On January 1, 2003, the Corporation adopted FASB Interpretation 45 ("FIN 45"),
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others." FIN 45 requires a guarantor
entity, at the inception of a guarantee covered by the measurement provisions of
the interpretation, to record a liability for the fair value of the obligation
undertaken in issuing the guarantee. The Corporation has financial and
performance letters of credit. Financial letters of credit require the
Corporation to make payment if the customer's financial condition deteriorates,
as defined in the agreements. Performance letters of credit require the
Corporation to make payments if the customer fails to perform certain
non-financial contractual obligations. The Corporation previously did not record
a liability when guaranteeing obligations, unless it became probable that the
Corporation would have to perform under the guarantee. FIN 45 applies
prospectively to guarantees the Corporation issues or modifies subsequent to
December 31, 2002. The Corporation defines the initial fair value of the letters
of credit as the fee received from the customer. The fees collected as of June
30, 2003 were immaterial. The maximum potential undiscounted amount of future
payments of letters of credit under FIN 45 as of June 30, 2003 were
approximately $203,000, of which $193,000 will expire on January 15, 2004 and
$10,000 will expire on February 13, 2004. 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.

In January 2003, the FASB issued FASB Interpretation 46 ("FIN 46"),
"Consolidation of Variable Interest Entities." FIN 46 clarifies the application
of Accounting Research Bulletin 51, "Consolidated Financial Statements", for
certain entities that do not have sufficient equity at risk for the entity to
finance its activities without additional subordinated financial support from
other parties or in which equity investors do not have the characteristics of a
controlling financial interest ("variable interest entities"). Variable interest
entities, within the scope of FIN 46, will be required to be consolidated by
their primary beneficiary. The primary beneficiary is determined to be the party
that absorbs a majority of the entity's expected losses, receives a majority of
its expected returns, or both. FIN 46 applies immediately to variable interest
entities created after January 31, 2003 and to variable interest entities in
which an enterprise obtains an interest after that date. It applies in the first
fiscal year or interim period beginning after June 15, 2003 to variable interest
entities in which an enterprise holds a variable interest that it acquired
before February 1, 2003. The Corporation does not anticipate FIN 46 will have a
material impact on its consolidated financial position or results of operations.

On May 15, 2003, the FASB issued Statement 150, "Accounting for Certain
Financial Instruments with Characteristics of Both Liabilities and Equity."
Statement 150 requires the reclassification of certain financial instruments
from either equity or mezzanine presentation to liabilities and requires an
issuer of those financial statements to recognize changes in fair value of
redemption amount, as applicable, in earnings. On July 1, 2003, the Corporation
will adopt FASB Statement 150, requiring the Corporation to change the
classification of mandatorily redeemable preferred stock in the statement of
financial position from the mezzanine to liabilities. The change will not have a
material impact on the Corporation's results of operations.

                                                                               9
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
        FINANCIAL CONDITION AND RESULTS OF OPERATIONS


SIX MONTHS ENDED JUNE 30, 2003 AND 2002

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 that 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.       Changes in interest rates;

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

6.       Changes in laws and regulations, including federal and state banking
         laws and regulations, to which the Corporation and its subsidiaries are
         subject;

7.       Changes in accounting policies and practices, as may be adopted by the
         Financial Accounting Standards Board or any regulatory agency having
         authority over the Corporation and/or its subsidiaries; and

8.       Disruption in general economic conditions due to military or terrorist
         activity.

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 or revise any particular forward-looking statement.

                                                                              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 that 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 that have experienced an
other than temporary decline in fair 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 ninety
(90) days, unless the loan principal and interest are determined by management
to be fully collectible and the loan is in the process of collection. 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 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 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 doubtful.

Mortgage loans originated and intended for sale in the secondary market are
carried at the lower of cost or fair value in the aggregate. There were no
mortgage loans originated and intended for sale. Net unrealized losses are
recognized through a valuation allowance charged to income as of June 30, 2003.

                                                                              11
<PAGE>

RECENT ACCOUNTING PRONOUNCEMENTS -

On January 1, 2003, the Corporation adopted FASB Interpretation 45 ("FIN 45"),
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others." FIN 45 requires a guarantor
entity, at the inception of a guarantee covered by the measurement provisions of
the interpretation, to record a liability for the fair value of the obligation
undertaken in issuing the guarantee. The Corporation has financial and
performance letters of credit. Financial letters of credit require the
Corporation to make payment if the customer's financial condition deteriorates,
as defined in the agreements. Performance letters of credit require the
Corporation to make payments if the customer fails to perform certain
non-financial contractual obligations. The Corporation previously did not record
a liability when guaranteeing obligations, unless it became probable that the
Corporation would have to perform under the guarantee. FIN 45 applies
prospectively to guarantees the Corporation issues or modifies subsequent to
December 31, 2002. The Corporation defines the initial fair value of the letters
of credit as the fee received from the customer. The fees collected as of June
30, 2003 were immaterial. The maximum potential undiscounted amount of future
payments of letters of credit under FIN 45 as of June 30, 2003 were
approximately $203,000, of which $193,000 will expire on January 15, 2004 and
$10,000 will expire on February 13, 2004. 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.


CHANGES IN FINANCIAL CONDITION -

Total consolidated assets amounted to $649,838,000 on June 30, 2003 compared to
$682,863,000 on December 31, 2002. As of June 30, 2003 and December 31, 2002,
earning assets amounted to, respectively, $604,169,000 or 93% of total assets
and $639,847,000 or 94% of total assets. Earning assets decreased during the
first six months of 2003 as a result of a decrease in loans, federal funds sold
and securities. A decrease in deposits and a decrease in borrowed funds offset
the decrease in earning assets.


CHANGES IN RESULTS OF OPERATIONS -

For the quarter ended June 30, 2003, net income totaled $1,502,000 compared to
$1,940,000 for the quarter ended June 30, 2002. During the second quarter of
2003, the Corporation securitized approximately $26,000,000 in residential loans
and sold another $6,500,000 of real estate loans in the secondary mortgage
market. For the six months ended June 30, 2003, net income was $3,008,000,
compared to $3,358,000 for the same period during 2002.

Non-interest income declined by $993,000 during the second quarter of 2003
compared to the second quarter of 2002. During the second quarter of 2003, the
Corporation recognized a gain on sale of securities available for sale and a
gain on sale of loans totaling $4,000 and $246,000 respectively, while other
non-interest income totaled $744,000. Included in other non-interest income is
$271,250 in write-downs of the Bank's mortgage servicing assets. During the
second quarter of 2002, the Corporation's non-interest income included $579,000
in life insurance proceeds. Non-interest expense totaled $4,229,000 for the
quarter ended June 30, 2003, an increase of $63,000 versus the second quarter of
2002.

The overall decrease in interest income reflects a decrease in volume and a
decline in interest rates on earning assets, while the decrease in interest
expense reflects a decrease in interest-bearing liabilities and a decrease in
rates as compared to the second quarter of 2002. Further analysis is provided in
sections on net interest revenue and supporting schedules.


ALLOWANCE FOR LOAN LOSSES AND NON-PERFORMING ASSETS -

A decrease of $60,000 has been reflected in the allowance for loan losses at
June 30, 2003 as compared to June 30, 2002. The Corporation recorded no
provision for the quarter ended June 30, 2003 as compared to $433,000 in 2002.
Loans written off against the allowance for loan losses after recoveries
amounted to net charge-offs of $60,000 for the quarter ended June 30, 2003
versus net charge-offs of $38,000 for the same period of 2002.

The allowance for loan losses at June 30, 2003 totaled $5,122,000 or 1.12% of
total loans, as compared to $5,111,000 or 1.07% at December 31, 2002.

Non-performing past due loans at June 30, 2003 aggregated $1,462,000 or 0.32% of
total loans compared to $1,558,000 or 0.33% at December 31, 2002. The percentage
of non-performing and past due loans compared to total assets on those same
dates, respectively, amounted to 0.23% and 0.23%.

Management has made every effort to evaluate all circumstances known at this
time that could affect the collectibility of loans and has reflected these in
determining 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 the results of
management's loan reserve evaluation process 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 that
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.

<TABLE><CAPTION>
(DOLLAR AMOUNTS IN THOUSANDS)
                                              Quarter Ended June 30,       Six Months Ended June 30,
                                                 2003       2002                2003         2002
----------------------------------------------------------------------------------------------------
<S>                                             <C>      <C>                 <C>          <C>
Interest and dividend income                    $8,933   $ 10,206            $18,297      $ 20,649
Interest expense                                 3,584      4,449              7,432         8,993
----------------------------------------------------------------------------------------------------
Net interest income                              5,349      5,757             10,865        11,656
Tax equivalent adjustment                           27         51                 50            89
----------------------------------------------------------------------------------------------------
NET INTEREST INCOME (TAXABLE EQUIVALENT)       $ 5,376   $  5,808            $10,915      $ 11,745
====================================================================================================
</TABLE>

INTEREST RATE SPREAD AND NET YIELD ON EARNING ASSETS
<TABLE><CAPTION>
(DOLLAR AMOUNTS IN THOUSANDS)
                                             Quarter Ended June 30,                     Six Months Ended June 30,
------------------------------------------------------------------------------------------------------------------------
                                           2003                    2002                2003                  2002
------------------------------------------------------------------------------------------------------------------------
                                     Average                Average              Average               Average
                                     Balance    Rate        Balance   Rate       Balance    Rate       Balance    Rate
------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>         <C>       <C>         <C>       <C>         <C>      <C>          <C>
Earning assets                      $604,565    5.93%     $609,753    6.73%     $613,847    5.98%    $ 607,521    6.82%
------------------------------------------------------------------------------------------------------------------------

Interest-bearing liabilities         521,869    2.75       532,410    3.34       532,166    2.79       534,671    3.36
------------------------------------------------------------------------------------------------------------------------

Interest rate spread                            3.18                  3.39                  3.19                  3.46
------------------------------------------------------------------------------------------------------------------------

Interest-free resources used
      to fund earning assets          82,696                77,343                81,667                72,850
------------------------------------------------------------------------------------------------------------------------

Total Sources of Funds              $604,565              $609,753              $613,847             $ 607,521

------------------------------------------------------------------------------------------------------------------------
NET YIELD ON EARNING ASSETS                     3.56%                 3.81%                 3.56%                 3.87%
========================================================================================================================
</TABLE>
                                                                              13
<PAGE>

CHANGES IN NET INTEREST INCOME

(DOLLAR AMOUNTS IN THOUSANDS)

                                             QUARTER ENDED JUNE 30, 2003
                                                         OVER
                                             QUARTER ENDED JUNE 30, 2002
--------------------------------------------------------------------------------
                                                   CHANGE DUE TO
                                     VOLUME            RATE              TOTAL
--------------------------------------------------------------------------------
Interest Income:
      Loans                          $  (67)         $ (651)            $ (718)
      Securities                       (316)           (288)              (604)
      Federal funds                      57             (32)                25
--------------------------------------------------------------------------------
Total Interest Earned                  (326)           (971)            (1,297)
Interest Expense:
      Interest-bearing deposits          49            (737)              (688)
      Other borrowed funds             (215)             38               (177)
--------------------------------------------------------------------------------
      Total Interest Expense           (166)           (699)              (865)
--------------------------------------------------------------------------------
NET INTEREST INCOME                  $ (160)         $ (272)            $ (432)
================================================================================

For the quarter June 30, 2003, a decrease in average earning assets of
$5,188,000 or 0.85% and a 80-basis-point decrease in average rate of return
resulted in a decrease in volume of $326,000 and a decrease in rate of $971,000.
A decrease in average interest-bearing liabilities of $10,541,000 or 1.98% and a
59-basis-point decrease in average rate of interest paid contributed to a
decrease in volume of $166,000 and a decrease in rate of $699,000. Net interest
earned on a tax equivalent basis decreased to $5,376,000 for the second quarter
of 2003, down $432,000 as compared with the quarter ended June 30, 2002.



                                                                              14
<PAGE>

CHANGES IN NET INTEREST INCOME

(DOLLAR AMOUNTS IN THOUSANDS)

                                           SIX MONTHS ENDED JUNE 30, 2003
                                                        OVER
                                           SIX MONTHS ENDED JUNE 30, 2002
--------------------------------------------------------------------------------
                                                    CHANGE DUE TO
                                       VOLUME           RATE           TOTAL
--------------------------------------------------------------------------------
Interest Income:
      Loans                           $   373          $(1,541)       $(1,168)
      Securities                         (718)            (589)        (1,307)
      Federal funds                       113              (29)            84
--------------------------------------------------------------------------------
Total Interest Earned                    (232)          (2,159)        (2,391)
Interest Expense:
      Interest-bearing deposits           311           (1,560)        (1,249)
      Other borrowed funds               (368)              56           (312)
--------------------------------------------------------------------------------
      Total Interest Expense              (57)          (1,504)        (1,561)
--------------------------------------------------------------------------------
NET INTEREST INCOME                   $  (175)         $  (655)       $  (830)
================================================================================


For the six-month period ended June 30, 2003, an increase in average earning
assets of $6,326,000 or 1.04% and an 84-basis-point decrease in average rate of
return resulted in a decrease in volume of $232,000 and a decrease in rate of
$2,159,000. A decrease in average interest-bearing liabilities of $2,505,000 or
0.47% and a 57-basis-point decrease in average rate of interest paid contributed
to a decrease in volume of $57,000 and a decrease in rate of $1,504,000. Net
interest earned on a tax equivalent basis decreased to $10,915,000 for the
six-month period ended June 30, 2003, down $830,000 as compared with the six
months ended June 30, 2002.





OPERATING EXPENSES

The components of total operating expenses for the periods and their percentage
of interest income and non-interest income are as follows:
<TABLE><CAPTION>
(DOLLAR AMOUNTS IN THOUSANDS)

                                        Quarter Ended June 30,                           Six Months Ended June 30,
                                     2003                    2002                      2003                     2002
---------------------------------------------------------------------------------------------------------------------------
                              Amount     Percent       Amount     Percent        Amount     Percent      Amount     Percent
---------------------------------------------------------------------------------------------------------------------------
<S>                           <C>        <C>          <C>        <C>             <C>        <C>          <C>        <C>
Salaries and benefits         $ 2,443    24.61%       $ 2,277    19.73%          $4,813     23.73%       $4,521     19.90%
Other non-interest expense      1,421    14.31          1,493    12.93            2,768     13.65         3,065     13.49
Occupancy - net                   365     3.68            396     3.43              810      3.99           770      3.39
---------------------------------------------------------------------------------------------------------------------------
TOTAL OPERATING EXPENSES      $ 4,229    42.60%       $ 4,166    36.09%          $8,391     41.37%       $8,356     36.78%
===========================================================================================================================
</TABLE>

For the three-month period ended June 30, 2003, operating expenses increased by
approximately $63,000 versus the 2002 period. Salaries and benefits increased by
$166,000, while other non-interest expense and occupancy decreased by $72,000
and $31,000 respectively.

For the six-month period ended June 30, 2003, operating expenses increased by
approximately $35,000 versus the 2002 period. Salaries and benefits increased by
$292,000, while other non-interest expense decreased by $297,000 and occupancy
increased by $40,000. The net increase of approximately $35,000 is a direct
result of the Corporation's continued commitment to control other non-interest
expenses.

                                                                              15
<PAGE>

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,
2003.
<TABLE><CAPTION>
(DOLLAR AMOUNTS IN THOUSANDS)

                                      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                      $117,772          $ 51,308         $164,664          $270,425         $604,169
Interest-Bearing
      Liabilities                    139,414           108,320          263,122            17,337          528,193
--------------------------------------------------------------------------------------------------------------------
Interest Rate
      Sensitivity Gap               $(21,642)         $(57,012)        $(98,458)         $253,088         $ 75,976
====================================================================================================================

Cumulative Interest
      Rate Sensitivity Gap          $(21,642)         $(78,654)       $(177,112)         $ 75,976

Interest Rate
      Sensitivity Gap Ratio           (3.58)%            (9.44)%         (16.30)%           41.89%

Cumulative Interest
      Rate Sensitivity Gap Ratio      (3.58)%           (13.02)%         (29.31)%           12.58%
</TABLE>

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.




                                                                              16
<PAGE>

PROVISION AND ALLOWANCE FOR LOAN LOSSES

<TABLE><CAPTION>
(DOLLAR AMOUNTS IN THOUSANDS)

                                              Quarter Ended June 30,          Six Months Ended June 30,
-------------------------------------------------------------------------------------------------------
                                                2003         2002                 2003         2002
-------------------------------------------------------------------------------------------------------
<S>                                            <C>          <C>                  <C>          <C>
Balance at beginning of period                 $5,182       $4,288               $5,111       $4,179
Provision for loan losses                                      433                               733
-------------------------------------------------------------------------------------------------------
                                                5,182        4,721                5,111        4,912
-------------------------------------------------------------------------------------------------------
Less charge-offs:
      Loans secured by real estate                  2           20                    6          124
      Commercial and industrial loans              32            4                   32           36
-------------------------------------------------------------------------------------------------------
      Consumer loans                               27           43                   67          142
-------------------------------------------------------------------------------------------------------
                                                   61           67                  105          302
-------------------------------------------------------------------------------------------------------
Add recoveries:
      Loans secured by real estate                              15                  100           16
      Commercial and industrial loans                            8                   13           28
      Consumer loans                                1            6                    3           29
-------------------------------------------------------------------------------------------------------
                                                    1           29                  116           73
-------------------------------------------------------------------------------------------------------
Net charge-offs (recoveries)                       60           38                  (11)         229
-------------------------------------------------------------------------------------------------------
BALANCE AT END OF PERIOD                       $5,122       $4,683               $5,122       $4,683
=======================================================================================================
Net charge-offs (recoveries) to:
      Average loans                              .01%         .01%                 Nil          .05%
      Loans at end of period                     .01%         .01%                 Nil          .05%
      Allowance for loan losses at January 1    1.17%         .89%                (.22)%       5.50%
Allowance for loan losses at June 30
      as a percentage of
            Average loans                       1.12%        1.02%                 1.10%       1.03%
            Loans at end of period              1.12%        1.00%                 1.12%       1.00%
</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.

                                                                              17
<PAGE>


NON-ACCRUAL, PAST DUE AND NON-PERFORMING LOANS
<TABLE><CAPTION>
(DOLLAR AMOUNTS IN THOUSANDS)

                                         6-30-03      3-31-03     12-31-02      9-30-02      6-30-02
------------------------------------------------------------------------------------------------------
<S>                                       <C>          <C>          <C>          <C>          <C>
Non-accrual loans                         $1,116       $1,052       $1,372       $2,246       $1,412
------------------------------------------------------------------------------------------------------

Loans contractually past
      due 90 days or more
      still accruing                         346          373          186        1,025          307
------------------------------------------------------------------------------------------------------

Total non-accrual, past due
      and restructured loans               1,462        1,425        1,558        3,271        1,719
------------------------------------------------------------------------------------------------------

Non-accrual, past due and
      restructured loans as a
      percentage of total loans             0.32%        0.30%        0.33%        0.69%        0.37%
------------------------------------------------------------------------------------------------------

Allowance for loan losses as a
      percentage of non-accrual,
      past due and restructured loans     350.34%      363.90%      328.05%      150.64%      272.43%
------------------------------------------------------------------------------------------------------

Other real estate owned - net
------------------------------------------------------------------------------------------------------

Total non-performing assets               $1,462       $1,425       $1,558       $3,271       $1,719

Non-performing assets as a
      percentage of total assets            0.23%        0.22%        0.23%        0.47%        0.26%
------------------------------------------------------------------------------------------------------
</TABLE>





                                                                              18
<PAGE>

QUARTER-TO-DATE AVERAGE BALANCES
INTEREST EARNED - INTEREST EXPENSE
<TABLE><CAPTION>
(DOLLAR AMOUNTS IN THOUSANDS)
                                                                        Quarter ended June 30,
                                                            2003                                       2002
--------------------------------------------------------------------------------------------------------------------------
                                              Balance     Interest(1)  Rate               Balance    Interest(1)   Rate
--------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>           <C>        <C>                <C>          <C>         <C>
Federal funds sold and
 temporary investments                       $ 21,797      $   54     0.99%              $  3,794     $    29     3.06%
Securities                                    125,311       1,602     5.11                144,680       2,206     6.10
Loans                                         457,457       7,304     6.39                461,279       8,022     6.96
--------------------------------------------------------------------------------------------------------------------------
Total earning assets                          604,565      $8,960     5.93%               609,753      10,257     6.73%
--------------------------------------------------------------------------------------------------------------------------
Loan loss allowance                            (5,200)                                     (4,405)
All other assets                               42,082                                      44,583
--------------------------------------------------------------------------------------------------------------------------
TOTAL ASSETS                                 $641,447                                    $649,931
==========================================================================================================================

LIABILITIES AND EQUITY

Interest-bearing deposits                    $457,923      $2,772     2.42%              $451,420      $3,460     3.07%
Borrowed funds                                 63,946         812     5.08                 80,990         989     4.89
--------------------------------------------------------------------------------------------------------------------------
Total interest-bearing
 Liabilities                                  521,869      $3,584     2.75                532,410       4,449     3.34
--------------------------------------------------------------------------------------------------------------------------
Interest rate spread                                                  3.18%                                       3.39%
Demand deposits                                72,275                                      72,708
Other liabilities                               4,077                                       5,265
Shareholders' equity                           43,226                                      39,548
--------------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES
 AND EQUITY                                  $641,447      $5,376                        $649,931
==========================================================================================================================
Net Interest Income (tax equivalent basis)                                                             $5,808
Interest Earned/Earning Assets                                        5.93%                                       6.73%
Interest Expense/Earning Assets                                       2.37                                        2.92
--------------------------------------------------------------------------------------------------------------------------
Net Yield on Earning Assets                                           3.56%                                       3.81%
Deduct tax equivalent adjustment                               27                                          51
--------------------------------------------------------------------------------------------------------------------------
NET INTEREST INCOME                                        $5,349                                      $5,757
==========================================================================================================================
</TABLE>
(1) Amounts shown are adjusted to a "tax equivalent" basis.

                                                                              19
<PAGE>

QUARTER-TO-DATE AVERAGE BALANCES
INTEREST EARNED - INTEREST EXPENSE
<TABLE><CAPTION>
(DOLLAR AMOUNTS IN THOUSANDS)
                                                                        Six months ended June 30,
                                                            2003                                       2002
--------------------------------------------------------------------------------------------------------------------------
                                              Balance    Interest(1)  Rate                Balance    Interest(1)  Rate
--------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>          <C>         <C>                <C>          <C>         <C>
Federal funds sold and
 temporary investments                       $ 23,294     $   116     1.00%              $  2,714     $    32     2.36%
Securities                                    122,953       3,274     5.33                148,080       4,581     6.19
Loans                                         467,600      14,957     6.40                456,727      16,125     7.06
--------------------------------------------------------------------------------------------------------------------------
Total earning assets                          613,847     $18,347     5.98%               607,521      20,738     6.82%
--------------------------------------------------------------------------------------------------------------------------
Loan loss allowance                            (5,178)                                     (4,306)
All other assets                               42,475                                      45,256
--------------------------------------------------------------------------------------------------------------------------
TOTAL ASSETS                                 $651,144                                    $648,471
==========================================================================================================================
LIABILITIES AND EQUITY

Interest-bearing deposits                    $464,621     $ 5,737     2.47%              $444,016     $ 6,986     3.15%
Borrowed funds                                 67,545       1,695     5.02                 90,655       2,007     4.43
--------------------------------------------------------------------------------------------------------------------------
Total interest-bearing
 Liabilities                                  532,166     $ 7,432     2.79                534,671       8,993     3.36
--------------------------------------------------------------------------------------------------------------------------
Interest rate spread                                                  3.19%                                       3.46%
Demand deposits                                71,752                                      69,183
Other liabilities                               4,342                                       5,421
Shareholders' equity                           42,884                                      39,196
--------------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES
 AND EQUITY                                  $651,144                                    $648,471
==========================================================================================================================
Net Interest Income (tax equivalent basis)                $10,915                                     $11,745
Interest Earned/Earning Assets                                        5.98%                                       6.82%
Interest Expense/Earning Assets                                       2.42                                        2.95
--------------------------------------------------------------------------------------------------------------------------
Net Yield on Earning Assets                                           3.56%                                       3.87%
Deduct tax equivalent adjustment                               50                                          89
--------------------------------------------------------------------------------------------------------------------------
NET INTEREST INCOME                                       $10,865                                     $11,656
==========================================================================================================================
</TABLE>
(1) Amounts shown are adjusted to a "tax equivalent" basis.



                                                                              20
<PAGE>

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 2002 Annual Report
filed with the Securities and Exchange Commission.


ITEM 4. CONTROLS AND PROCEDURES

Within 90 days prior to the filing date of this report, the Corporation carried
out an evaluation, under the supervision and with the participation of the
Corporation's management, including the Corporation's Chief Executive Officer
and Chief Financial Officer, of the effectiveness of the design and operation of
the Corporation's disclosure controls and procedures. Based on that evaluation,
the Chief Executive Officer and Chief Financial Officer concluded that the
Corporation's disclosure controls and procedures are effective to ensure that
information required to be disclosed by the Corporation in the reports that it
files or submits under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms.

There were no significant changes in the Corporation's internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of their evaluations.



                           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 affect 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





                                                                              21
<PAGE>

                                  EXHIBIT INDEX




3.    Articles of Organization, as amended*

      (a) Articles of Organization, as amended*

      (b) Bylaws, as amended*


31.1  Section 302 Certification of Chief Executive Officer


31.2  Section 302 Certification of Chief Financial Officer


32    Section 906 Certification of Chief Executive Officer
       and Chief Financial Officer



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

     b. Reports on Form 8-K -- NONE.




                                                                              22
<PAGE>

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 11, 2003                /s/ Donald R. Chase
                                         ---------------------------------------
                                         Donald R. Chase
                                         President and Chief Executive Officer



Date: August 11, 2003                /s/ John M. Lilly
                                         ---------------------------------------
                                         John M. Lilly
                                         Treasurer and Chief Financial Officer















                                                                              23