SLADE'S FERRY BANCORP                                 1996 ANNUAL REPORT

                                   BANKER.
                                  NEIGHBOR.
                                   FRIEND.


                           DESCRIPTION OF BUSINESS

Slade's Ferry Bancorp *, originally incorporated as Weetamoe Bancorp in June
of 1989 under the laws of the Commonwealth of Massachusetts, is a one bank
holding company which owns and controls 100% of the assets of Slade's Ferry
Trust Company and its subsidiaries.

The primary business of Bancorp is the ongoing business of Slade's Ferry
Trust, a state chartered trust company incorporated in Massachusetts in
1959. The Trust Company is a member of the Federal Deposit Insurance
Corporation and serves as a retail bank.

Slade's Ferry provides multiple deposit products and a wide range of
financial services, including installment, residential and commercial
mortgages; as well as other forms of commercial lending. It serves a broad
customer base derived from southeastern Massachusetts and nearby Rhode
Island, currently operating ten strategically located retail facilities and
multiple ATM's in the towns of Fairhaven, Somerset, Swansea and Seekonk, and
the Cities of Fall River and New Bedford, MA. The Bank keeps convenient
business hours, including Saturdays.

The Bank actively competes with a variety of other financial institutions --
major banks, bank holding companies and credit unions -- for deposits, loans
and additional forms of business by offering competitive rates. The Bank
further distinguishes itself by adhering to an established philosophy of
providing professional, highly personal service throughout its marketplace.
An Equal Opportunity/Affirmative Action Employer (M/F/H/V), Slade's Ferry
Trust Company employed a total of 128 full-time and 50 part-time employees
as of December 31, 1996.

Corporate offices are located at 100 Slade's Ferry Avenue, Somerset, MA.

--------------------
*   On December 9, 1996, the stockholders of Weetamoe Bancorp voted to
    change its corporate name to Slades's Ferry Bancorp in order to enhance
    the overall recognition of the Company with its subsidiary, the Slade's
    Ferry Trust Company. Therefore, the reader should recognize that the
    name Slade's Ferry Bancorp is synonymous with Weetamoe Bancorp. The
    trade symbol for Slade's Ferry Bancorp is SFBC.

                          ABOUT THIS YEAR'S ANNUAL

Each year thousands of visitors come to our little corner of New England to
revel in its natural beauty and captivating history. They take home not only
an appreciation for our region's picturesque scenery, but a respect for the
hard-working, big-hearted people they meet here.

At Slade's Ferry Bank, we're proud to call these industrious people our
neighbors, our community partners, our customers. Their values are a proud
legacy, handed down from the settlers who landed on these shores starting
more than three hundred years ago. As neighbors, we share a heritage rich
with stories of enterprising pioneers who built maritime and textile
industries that led the world.

They came from all over the globe. From Cape Verde, the Azores, Greece,
Ireland, Poland, Italy ... bold pioneers who sought new opportunities for
themselves and for future generations. Their hard work and deeply-held sense
of community helped shape the businesses and neighborhoods that make our
region the colorful tapestry visitors admire today.

From New Bedford and Fairhaven, through Fall River and into Swansea and
Somerset, our neighbors continue to enrich this region in so many ways. And
as a locally-owned financial partner, your bankers at Slade's Ferry are
fortunate to know their strength of character better than almost anyone.

Our customers are the kind of people who rally in the face of economic
hardship and continue to make our communities grow. They seek the best
education for their children. They work hard to own their own homes and
businesses.

They are the lifeblood of the hometowns we all share. And so in 1996, your
Bank saw an obligation to keep pace with the regional growth our customers
have worked so hard for. By adding Fairhaven and New Bedford branches, we've
greatly expanded our opportunities for profitable relationship-banking
throughout southeastern Massachusetts. We're confident that by making the
Slade's Ferry tradition of personal service and strong financial resources
more conveniently available to customers from Acushnet to Somerset, our
communities will benefit and our investors will be rewarded.

In this year's annual report, we invite you to travel these familiar towns
and cities with us. You'll gain a renewed sense of admiration for the
character of the hometowns -- and the neighbors -- we share.

                             SHAREHOLDERS LETTER

1996 was the most challenging year in our history, and also the most
rewarding. Once again, we attained record earnings, with a dramatic increase
from $1,645,587 in 1995 to $2,378,195 in 1996, an increase of 45% and asset
growth of more than $57,000,000 or 25%.

The most significant reason for our growth was the acquisition of the
National Bank of Fairhaven, which was accomplished in August. The merger
allowed us to expand the delivery of our financial services to the Greater
New Bedford marketplace. We believe that this will provide tremendous growth
opportunities to us for years to come.

The Greater New Bedford marketplace is as large, if not larger than, the
marketplace we have been serving. Our reception into this marketplace by
customers of National Bank, and the community at large, has been warm and
encouraging. The two banks shared similar philosophies of customer service;
the transition to Slade's Ferry Bank was very smooth, and merger related
problems were minimal.

We also updated our teller system in July, at all of our offices, in order
to provide more efficient service at each teller station.

In November, we opened the long awaited, five lane drive-up facility at our
Brayton Avenue office, in order to alleviate the traffic congestion. The
response from our customers has been very positive and appreciative for the
improved customer service.

We also experienced the largest net interest spreads in recent history, as
deposit rates remained dormant and loan rates stabilized. The improvement in
rate spreads generated greatly improved earnings and the return on average
assets rose to .94% from .75% in 1995. Earnings per share rose $.26 to $.86
from $.60 in 1995, an increase of 43%.

We also received a record amount of loan loss recoveries in 1996, totaling
$439,788, as customers continue the process of emerging from the economic
setbacks of the early nineties. Our Loan Loss Reserve is at a level we
believe is more than adequate to cover our exposure to known or unforeseen
losses that might occur in the foreseeable future.

As 1997 starts to unfold, we are focusing our efforts on expanding our
presence in the Greater New Bedford marketplace through business
development, marketing and public relations, as well as the commitment of
our human and financial resources. We believe that our customer driven,
personal service will make Slade's Ferry Bank a household name in this
community, which will create further growth and expansion of our family of
customers.

Slade's Ferry in 1996 continued to make a difference in the quality of life
throughout the region, by active personal involvement in more than 85 civic,
charitable, municipal and church organizations.

This spirit of volunteerism of our employees was most visible during "Fall
River Celebrates America", which I had the privilege of chairing, as the
familiar Slade's Ferry green shirts were seen everywhere throughout the
celebration. It is that same spirit that makes me so proud of them, and that
makes us truly unique.

Slade's Ferry is ready to serve the financial needs for the entire southeast
region, and we look with great anticipation and excitement to improving the
value of your investment in our bank. To that end, we changed our name in
December from Weetamoe Bancorp to Slade's Ferry Bancorp, which has greater
name recognition as we introduce ourselves to a new marketplace.

Your management team is committed to increasing the return to you, our
stockholder, for your steadfast support and confidence, and we continue to
devote our energies to the prudent management of the bank.


James D. Carey
Executive Vice President, Slade's Ferry Bancorp
President, Slade's Ferry Bank


                                   GROWING
                                    WITH
                                 THE REGION
                                  WE SERVE

[CAPTIONS FOR PHOTO'S]

Fairhaven boasts some especially beautiful examples of public architecture,
many of them gifts of Standard Oil millionaire and native son Henry
Huttleston Rogers. They include an Italian Renaissance-style library, a
French Gothic town hall and the Elizabethan-influenced Fairhaven High
School, built in 1906.

The Whaleman's Statue welcomes visitors to New Bedford Free Public Library.
The riches brought ashore by whaling ship captains transformed the city.
Stately mansions and impressive public buildings stand today as testament to
the preservation of New Bedford's proud history.

First-time home buyers Kathy and John Accord found Slade's Ferry's approach
to relationship banking crucial to making their mortgage application and
approval an easy process. "We have a high regard for the bankers at Slade's
Ferry," says John. "They've been very helpful every step of the way."

The vitality of New Bedford's working waterfront is ensured by the diversity
of the watercraft docked there. Fishing boats, sightseeing cruise ships and
passenger ferries are all home-ported here. Climb aboard to haul in the
day's catch, or take a scenic ocean excursion to Martha's Vineyard or
Cuttyhunk.

[END OF CAPTIONS]

Sample the wonderful ethnic festivals of southeastern Massachusetts and
Rhode Island and you'll marvel at the cultural diversity that has become
such a vital source of community strength and economic vigor. Savor the
spicy fragrance of hot Portuguese chourico at New Bedford's Feast of the
Blessed Sacrament, or tap your toes to a spritely Irish jig at Fall River's
St. Patrick's Day Parade. You'll be experiencing just some of the diverse
traditions that have blended so harmoniously throughout our region.

Happily, the regional unity we enjoy from this beautiful tapestry of
cultures still respects the unique values of each ethnic heritage. Each
color in our rainbow remains clear and bold.

So it is with the vibrant towns and cities of the southern New England shore
your Slade's Ferry bankers know so well. Whether we're walking New Bedford's
waterfront in the footsteps of Herman Melville, or surveying Westport's
rolling farmlands, your bankers understand the singular qualities -- and
financial needs -- of each community we serve.

Like you, most of us were born and raised right here. We grew up in the
ethnic neighborhoods, the suburbs and the seaside communities of
southeastern Massachusetts and nearby Rhode Island. So it's only natural
that we pursue Slade's Ferry's commitment to our own hometowns with more
than a little pride and enthusiasm.

We take tremendous satisfaction in helping customers -- and neighbors --
achieve their special dream. Take Kathy and John Accord. When they were
ready to take the plunge to build their first home, they came to Slade's
Ferry where Kathy's father started banking over 30 years ago. As first-time
buyers, they were full of questions and needed an accessible lending expert
who could guide them each step of the way. But they also needed more than
great service.

They needed a bank with the financial clout to offer the most competitive
rates and a quick closing process. They found it all at Slade's Ferry.

Today, Kathy and John are happily settled in their new home in Swansea
(along with three cats and two dogs). And when it comes time to add a car,
start a business, or borrow money for a child's education, they'll still
find it all right here. That's the essence of a Slade's Ferry banking
relationship.

                                THE COLORFUL
                         KALEIDOSCOPE WE CALLL HOME

One of the things that has made our country strong is its reputation as the
world's great melting pot. The same can be said for southeastern
Massachusetts and Rhode Island. People from all corners of the globe have
sought philosophical freedoms and economic opportunities on these shores
since the Pilgrims first landed on Cape Cod.

Take a Sunday drive through the towns and cities we serve. Symbols of our
cultural diversity greet you at every turn. From the stateliness of New
Bedford's and Fairhaven's sea captain's mansions to the architectural
marvels of Fall River's historic churches, you'll see the handiwork of
artisans from all over the world. Culinary traditions from Asia, Portugal
and Italy remain fresh and flavorful at ethnic markets. The spirit of the
original settlers can still be felt in the historic colonial villages of
Mattapoisett, Westport, Somerset and Rochester. And the importance of
religious freedom, sought by every immigrant group to this region, resonates
through the many houses of worship that grace city streets, town greens and
country roads.

Indeed, our region's cultural variety is impressive. But equally impressive
is the coming together of faiths, values and traditions in this seamless
rainbow tapestry we have woven together.

So it's fitting that our area's flagship festival, Fall River Celebrates
America, honors the cultural diversity that has made our country the envy of
the world. Jim Carey, Slade's Ferry President and 1996 Chairman of Fall
River Celebrates America, believes the event has evolved from an occasion
for waterfront entertainment to an opportunity to reflect upon some
closely-held ideals.

"The festival is a chance for people of all cultures to come together to
celebrate what it means to be an American. With everything from
international foods to Portuguese Night, to a seemingly endless variety of
entertainment, it's a microcosm of America in five days."

For Jim, one of the weekend's highlights is a naturalization ceremony
onboard the Battleship Massachusetts.

"About 75 residents -- mostly from areas we serve in southeastern
Massachusetts --become U.S. citizens. It's a very moving ceremony. And to be
there to welcome newcomers from Asia, the Azores, Italy and other nations
into our American family is just a great experience."

                                  ACHIEVING
                                  STRENGTH
                                   THROUGH
                                  DIVERSITY

[CAPTIONS FOR PHOTO'S]

Pleasure craft are safely harbored in the many marinas along Fairhaven's
tranquil waterfront. The ocean, bays and rivers that surround southeast New
England enhance the quality of life here in countless ways --and help make
the region a popular vacation destination.

In 1996, Slade's Ferry found a welcoming home in Fairhaven, where National
Bank of Fairhaven employees like customer service representative Zelia
Brodeur joined the Slade's Ferry team. The seamless transition has proven
itself in convenience for customers and a successful debut for your Bank's
new branches.

The waterfront lanes of historic Mattapoisett capture the romance of bygone
days. Visitors to the venerable Mattapoisett Inn delight in the spirit of
this seaside New England village, carefully preserved for the enjoyment of
future generations.

Nothing says Autumn in New England better than a weekend visit to a farm
stand, brimming with crisp apples, bright pumpkins and colorful Indian corn.
Such seasonal delights dot the farming countryside all around our towns and
cities.

A great blue heron stands motionless in a Somerset salt marsh, waiting for a
meal of fresh fish. Our area's abundant waterways and wetlands are carefully
preserved, making a peaceful home for wildlife from foxes to waterfowl.

The serenity of our region's farmlands harkens us back to a less complicated
time. Thoughtful community planning prevents rural areas from being
threatened by healthy economic growth. Prosperity and natural beauty are
compatible neighbors here.

David N. Kelley, II carries on a time-honored tradition of service
excellence at Fairhaven's D.N. Kelley & Son Inc., a marine vessel repair
business. A few years ago, the company's growing financial needs forced
Kelley to bank with an out-of-town institution that didn't know his business
or his customers. With the opening of Slade's Ferry's Fairhaven office,
Kelley has returned his business' banking relationship to his hometown, to
accessible financial partners he knows and trusts.

Southeastern New England is home to a wealth of educational resources. From
excellent public and private elementary schools, to vocational technical
high schools and college preparatory schools. The University of
Massachusetts at Dartmouth is nationally known for excellence in engineering
studies and other disciplines.

[END OF CAPTIONS]

When we welcomed the professionals at the National Bank of Fairhaven to the
Slade's Ferry family in 1996, we had the feeling we were coming home. Maybe
that's because Slade's Ferry has had a longstanding relationship with the
Fairhaven and New Bedford communities, as bankers and as active corporate
citizens. For many years, we have served customers in Dartmouth, Acushnet,
Mattapoisett and throughout Bristol County. And Slade's Ferry bankers have
been very active in supporting local programs like the Boy Scouts and Junior
Achievement. So it just felt right to us, and to our customers, to have a
home in the neighborhood.

It also felt right to have the employees of the National Bank of Fairhaven
join our team. It's meant a seamless transition for both bankers and
customers -- and a highly successful launch for your Bank's new branches.

That success has already shown itself in customer stories throughout greater
New Bedford and Fairhaven. The story of D.N. Kelley & Son Inc. is just one
telling example. The National Bank of Fairhaven had served the marine vessel
repair company for decades. But as the firm's reputation for excellence
spread across southern New England, and to transient customers around the
world, its financial needs changed and grew. To expertly service everything
from yachts to tugboats, the company had to expand its facilities and beef
up its equipment. D.N. Kelley was forced to turn to a larger, out-of-town
bank that didn't know its business or its customers. The financial resources
were there, but the distant, impersonal service was inconvenient and
frustrating.

You can probably guess the end of the story. With Slade's Ferry's financial
strength and competitiveness now backing their trusted partners from
Fairhaven, D.N. Kelley & Son was able to return its entire banking
relationship to its own hometown.

And as Slade's Ferry reaches out to more neighbors across our corner of New
England, we're confident there will be more happy endings for discerning
customers -- those who won't compromise on personal service to get the
financial clout of a larger bank. As your bank grows, so will our ability to
offer complete financial services to retail customers and local businesses,
large and small -- keeping the benefits of economic growth right here at
home, in the company of friends.

                                   IN THE
                                   COMPANY
                                 OF FRIENDS

When you consider our region's "personality," one of the traits that
visitors so often admire is our respect for historic preservation, not just
of landmarks and natural resources, but of time-honored values. They point
to the enterprising textile makers who catapulted Fall River to its status
as "Spindle City" during the last century. Tourists relive whaling's Golden
Era in the waterfront historic districts of New Bedford and Fairhaven. And
they recall the romance of New England country living in the rambling stone
walls of South Dartmouth, Freetown and Acushnet.

Yet our vitality springs from a clear-sighted view of the future. Our
energies are combined, both to preserve our past and create a new "history"
for tomorrow that will rival that of our most golden days.

A famous descendant of the early settlers once declared that being a New
Englander means "doing your duty, caring for things that are good and true."
And while that Puritan ethic was a guiding light for our region's first
inhabitants, the principles of responsibility and respect for tradition are
just as meaningful to the immigrants who continue to enrich our communities.

At Slade's Ferry Bank, our foundations rest on the very same ethic of duty
and caring. For us, it is the skillful combination of financial know-how and
responsive personal service that continues to distinguish our banking team
from all the rest. Our enduring success rests solely on our ability to reach
out to young families, small business owners, seniors and growing
corporations with services that meet, and even anticipate, their needs.

As we look toward the new century, your bankers will put our steadfast
efforts and personal commitment into taking Slade's Ferry ever closer to the
heart of each hometown we serve.

For our investors, our longtime customers, those customers we haven't met
yet and our employees --we pledge to honor the people and ideals that built
our proud history, and work for a promising future, in this place called
home.

                                 CELEBRATING
                                   A PROUD
                                HISTORY THAT
                                  UNITES US

[CAPTIONS FOR PHOTO'S]

The charming architecture of Swansea center is typified by the town's
offices, housed in a structure built of local fieldstone with terracotta
trim.

The vintage carousel in Fall River's Heritage State Park is the perfect
backdrop for this photo of visitors at Fall River Celebrates America.
Amateur photographer Peter Moniz captured the patriotic spirit of the
waterfront festival in this shot, selected as winner of the Fall River
Celebrates America Photo Contest sponsored by Slade's Ferry Bank.

As a data operator in Slade's Ferry's main office, Liz Camara uses state-of-
the-art technology to track customers' daily transactions. But one look at
her smile tells customers how she -- and her fellow Slade's Ferry bankers --
feel about the people behind those transactions.

A vibrant symbol of Fall River's conservation of historic architecture, the
former Durfee High School, erected in 1887, was renovated and rededicated in
1996 as the Fall River Trial Court. The landmark building is a replica of
City Hall in Paris, France, and features granite quarried from Fall River on
its first-floor exterior.

[END OF CAPTIONS]

                            SLADE'S FERRY BANCORP
                         (FORMERLY WEETAMOE BANCORP)

Market for Registrant's Common Equity
and Related Stockholder Matters

Market Information

Slade's Ferry Bancorp common stock is listed in the "pink sheets" of the
over-the-counter market. The following table sets forth the range of high
and low bid quotations as reported in the "pink sheets" by quarters for the
two most recent years.

<TABLE>
<CAPTION>

                               1996                1995
----------------------------------------------------------------
                           High     Low       High        Low
----------------------------------------------------------------

<S>                       <C>      <C>      <C>         <C>
1st quarter               $8.75    $8.00    $8.75(1)    $8.58(1)
2nd quarter                8.50     7.88     9.00        8.78
3rd quarter                8.50     7.55     9.18        8.38
4th quarter                9.00     8.63     8.75        8.50

--------------------
<F1>  The first quarter 1995 stock quotations have been adjusted to reflect
      a 3 for 2 stock split that occurred in March 1995.

</TABLE>

These quotations reflect interdealer prices, without mark-up, mark-down, or
commission and may not necessarily represent actual transactions.

As of December 31, 1996, there were 868 stockholders of record of the
Company's common stock.

Dividends -- History and Policy

The Company since its inception in 1990, and prior thereto the Bank, has
consistently paid dividends to the stockholders since 1961. In February
1995, the Company declared a 5% stock dividend resulting in the distribution
of 82,101 shares, and on March 13, 1995, the Company announced a 3 for 2
stock split which resulted in 865,533 additional shares issued. In 1995, the
Company paid quarterly cash dividends totaling $.17 per share plus an extra
cash dividend in December 1995 of $.03 per share for a total of $.20 per
share in 1995.

In 1996, the Company issued a 5% stock dividend on the Company's common
stock, resulting in a distribution of 130,469 shares. The Company also paid
quarterly cash dividends totaling $.16 per share plus an extra cash dividend
in December 1996 of $.08 per share for a total of $.24 per share in 1996.

The declaration of cash dividends, however, is dependent on a number of
factors, including regulatory limitations, and the Bank's operating results
and financial condition. The stockholders of the Company will be entitled to
dividends only when, and if, declared by the Company's Board of Directors
out of funds legally available. Under the Massachusetts Business Corporation
Law, a dividend may not be declared if the corporation is insolvent or if
the declaration of the dividend would render the corporation insolvent.

Furthermore, the directors may be liable for authorization of a dividend if
such dividend is in violation of the Articles of Organization, or if the
corporation is then or is thereby rendered insolvent. The Company will be
considered insolvent when it is unable to pay debts as they fall due in the
usual course of business or when its liabilities are in excess of the
reasonable market value of assets held.

Chapter 172 Section 28 of the Massachusetts Statutes on Bank and Banking
provides that a bank's Board of Directors may, subject to the restriction
contained in the section, declare and pay dividends on capital stock out of
net profits from time to time and to such extent as they deem advisable.
However, under this provision, no cash dividend shall be paid unless,
following the payment of such dividend, the capital stock and retained
earnings account will be unimpaired.

Selected Financial Data

The following table sets forth selected financial data for the last five
years.

<TABLE>
<CAPTION>

                                                                  Year Ended December 31
(Dollars in Thousands Except per Share Data)     1996         1995         1994         1993        1992
------------------------------------------------------------------------------------------------------------

<S>                                           <C>          <C>          <C>          <C>          <C>
EARNINGS DATA
  Interest Income                             $   19,495   $   16,541   $   13,546   $   13,247   $   13,691
  Interest Expense                                 9,078        7,764        4,944        5,214        6,838
  Net Interest Income                             10,417        8,777        8,602        8,033        6,853
  Provision for Loan Losses                          400          550          645        1,455        1,072
  Noninterest Income                               1,305        1,056        1,099        1,226        1,102
  Noninterest Expense                              7,380        6,632        6,701        5,853        5,299
  Income Before Income Taxes                       3,942        2,651        2,355        1,951        1,584
  Applicable Income Taxes                          1,564        1,005          888          723          495
  FASB 109 Adjustment                                 --           --           --           40           --
  Net Income                                       2,378        1,646        1,467        1,268        1,089

PER SHARE DATA(1)
  Net Income                                  $    0.860   $    0.601   $    0.567   $    0.494   $    0.462
  Cash Dividends                              $    0.240   $    0.174   $    0.151   $    0.092   $    0.092
  Book Value (pre SFAS 115)(2)                $    7.117   $    6.800   $    9.959   $    9.742   $    9.058
  Book Value (incl. SFAS 115)(2)              $    7.116   $    6.811   $    9.023   $    9.904           --
  Avg. Shs. Outstanding                        2,764,887    2,738,250    2,587,816    2,568,909    2,354,550
  Shares Outstanding Year End                  2,789,142    2,617,181    1,645,492    1,552,820    1,542,359

BALANCE SHEET DATA
  Assets                                      $  291,342   $  233,422   $  193,909   $  196,476   $  189,157
  Loans                                          198,986      151,094      136,191      126,078      126,935
  Unearned Discount                                  643          527          403          313          294
  Allowance for Possible Loan Losses               3,354        2,498        2,306        1,954        1,967
  Loans, Net                                     194,935      148,069      133,482      123,811      124,674
  Goodwill                                         3,307           --           --           --           --
  Investments                                     57,732       58,857       43,537       50,187       42,647
  Deposits                                       267,791      214,221      177,315      179,567      173,106
  Stockholders' Equity                            19,847       17,827       14,848       15,380       13,970

FINANCIAL RATIOS
  Net Yield on Interest Earning Assets(3)           4.44%        4.36%        4.78%        4.59%        4.23%
  Interest Rate Margins(3)                          3.72         3.72         4.33         4.19         3.76
  Net Income as a Percentage of
   Average Assets                                   0.94         0.75         0.75         0.66         0.61
  Average Equity                                   12.69         9.99         9.71         8.68         8.88
  Dividend Payout Ratio                            27.95        29.03        27.93        19.55        21.09
  Average Equity to Average Assets                  7.40         7.55         7.71         7.64         6.87

--------------------
<F1>  Earnings per share are computed based on the average number of shares
      of common stock outstanding during the year. On January 15, 1992 the
      Company declared a 2 for 1 stock split in the form of a stock dividend
      mailed to stockholders on January 24, 1992. On January 19, 1994, the
      Company declared a 5% stock dividend mailed to stockholders on
      February 1, 1994. On February 24, 1995, the Company declared a 5%
      stock dividend mailed to stockholders on March 1, 1995 and on March
      13, 1995, the Company announced a 3 for 2 stock split mailed to
      stockholders on April 18, 1995. On January 8, 1996, the Company
      declared a 5% stock dividend mailed to stockholders on January 31,
      1996. Per share data has been restated to reflect the effect of the
      stock splits and the stock dividends.
<F2>  On December 31, 1993, the Company adopted the provision of SFAS No.
      115 whereby unrecognized gains or losses in securities classified as
      Availabl-for-Sale are reflected in Stockholders' Equity as a separate
      component. Stockholders' Equity included unrecognized gains, net of
      taxes of $251,792 in 1993; unrecognized losses, net of taxes, of
      $1,540,384 in 1994; unrecognized gains net of taxes, of $33,022 in
      1995; and unrecognized losses net of taxes of $2,628 in 1996. This
      calculation uses actual shares outstanding at the end of each year.
<F3>  Calculated on fully taxable equivalent basis.

</TABLE>

Management's Discussion and Analysis

The purpose of Management's Discussion and Analysis is to focus on certain
significant factors which have affected the Company's operating results and
financial conditions, and to provide stockholders a more comprehensive
review of the  figures contained in the financial data of this report.

In August 1996, the Company completed the acquisition of the National Bank
of Fairhaven. The acquisition extends the Bank's market area to the New
Bedford and Fairhaven region including Mattapoisett, Marion, and Wareham,
Massachusetts.

The acquisition permits expansion of our financial services delivery system
to a marketplace that demonstrates a need for a small business oriented
local bank. Our ability to make timely, prudent lending decisions should
help us significantly expand our customer base. The merger of several local
banks into larger institutions with remote management and decision-making
entities, presented a unique opportunity for our Bank to enhance its growth
and earning potential.

The acquisition process went very well, with a minimal amount of problems.
All related expenses are behind us and the good earnings stream in the
fourth quarter reflects the reward of this acquisition.

Results of Operation

Earnings for 1996 were up by 44.52% from 1995. The Company earned$2,378,195
or $0.86 per share in 1996, compared to $1,645,587 or $0.60 per share earned
in 1995, and $1,467,241 or $0.57 per share in 1994. Return on average assets
increased to .94% in 1996 from .75% in 1995 and .75% in 1994. Return on
average equity for 1996, 1995, and 1994 was 12.69%, 9.99% and 9.71%
respectively.

Net interest income on a fully taxable basis was $10.5 Million in 1996, $8.9
Million in 1995, and $8.7 Million in 1994. Management attributes the
increase in net interest income in 1996 to a larger loan base, which
generally produces higher yields than other earning assets.

Yield on earning assets increased to 8.25% in 1996 compared to 8.17% in 1995
and 7.49% in 1994. This is primarily due to a higher average earning rate in
1996 on commercial real estate of 9.98%, compared to 9.57% earned in 1995
and 8.95% earned in 1994. In addition to the earning rate increase reflected
in this category, the average invested funds in commercial real estate also
increased to $90.6 Million in the current year from $70.1 Million and $58.0
Million for years 1995 and 1994 respectively.

Cost of funds increased slightly, due to higher rates paid on certificates
of deposit with balances greater than $100,000 and other time deposits, as
well as a higher volume of deposit funds in these categories. Cost of funds
increased to 4.53% in 1996, from 4.45% in 1995 and 3.16% in 1994.

The net interest margin, which is the difference between the yield earned on
earning assets and the rates paid on interest bearing liabilities, remained
the same in 1996 as in 1995 at 3.72%, down when compared to 4.33% reported
in 1994.

The net yield on earning assets, which is determined by dividing net
interest income by total earning assets, increased to 4.44% from 4.36% in
1995, however this was a decrease from the 4.78% reported in 1994.

Total Other Income for 1996 increased by $249,538 to $1,305,497 from
$1,055,959 reported in 1995. Total Other Income in 1994 was $1,099,068.
Service charges on deposit accounts, which is the largest component of Other
Income, was up by $54,572 in 1996 when compared to 1995. This increase is
attributable to a larger customer base being serviced, particularly in the
Fairhaven and New Bedford area, as a result of the acquisition of the
National Bank of Fairhaven, and the attraction of additional customers at
the Brayton Avenue office, due to the recently installed five lane drive-up
facility. In 1995, a slight decrease of $23,257 from 1994 occurred in
service charges, due to the introduction of the no-fee checking account,
whereby statements are mailed exclusive of the original paid checks. This
product is still being offered to our depositors; however, 1995 was largely
impacted due to the conversion by existing customers from the fee assessed
account to the no fee account. Service charges earned on overdrafts
increased by $67,573 in 1996 to $220,428 from $152,855. In 1994, the
Bankearned $169,689 in overdraft charges. Gains realized on sale of
investment securities were $112,631, $64,810, and $37,067 for 1996, 1995,
and 1994 respectively. Due to favorable market conditions occurring
throughout 1996, various investments of marketable equity securities were
sold realizing gains. The market trends of these types of investments are
monitored closely and acted upon when management feels it is advantageous to
do so. The line item Other Income was $343,441, $263,869, and $294,630 for
1996, 1995, and 1994 respectively. An increase of $79,572 occurred in 1996
when compared to the total recorded in 1995, and a decrease of $30,761
occurred in 1995 from 1994. The increase in 1996 was a result of $30,000 of
interest earned on escrowed funds that were deposited with an independent
depositor, who acted as Exchange and Paying Agent for the acquisition of
Fairbank Inc. common stock during the stock tendering process. Also
attributing to this increase was additional revenue earned on safe deposit
rentals of $20,342, and other various miscellaneous and fee income totaling
$20,230.

Total Other Expense for 1996 increased by $748,634 to $7,380,161 from
$6,631,527 reported in 1995 or 11.29%. Total Other Expense in 1995 decreased
by 1.05% from $6,701,605 reported in 1994. Salaries and employee benefits,
which are the largest component of Other Expense increased by $365,419 from
$3,962,983 reported in 1995 to $4,328,402 in 1996. This increase is
attributable to general wage adjustments and increases in employee benefits
as well as the addition of 29 new officers and employees of the National
Bank of Fairhaven who were retained as Slade's Ferry Trust Company
employees. The staff of the National Bank of Fairhaven not only enhanced the
merger process, but also provided a continuity of service to the customers
and the account relationships that were acquired in the merger.

Occupancy and equipment expense combined increased by $190,825 during 1996
primarily due to the additional cost incurred in maintaining banking
facilities acquired through the merger, the additional depreciation of the
new tellers equipment installed in mid 1996, and the depreciation of the new
drive-up facility.

In 1996 the Bank incurred a loss of $21,008 on sale of Other Real Estate
Owned property, whereas in 1995 a gain of $26,728 was realized and in 1994 a
loss of $13,462. The Bank appraises OREO annually, and if the appraisal is
less than the book value, a writedown on OREO is incurred. Writedown on OREO
properties in 1996 totaled $30,000 compared to $104,578 in 1995 and $317,239
in 1994. The decrease in this category is due to fewer parcels of property
being carried.

The following table sets forth the Company's average assets, liabilities,
and stockholders' equity, interest income earned and interest paid, average
rates earned and paid, and the net interest margin for the periods ending
December 31, 1996, December 31, 1995, and December 31, 1994. Averages are
daily averages.

<TABLE>
<CAPTION>

                                          1996                             1995                              1994
-----------------------------------------------------------------------------------------------------------------------------------
                             Average    Interest(1)  Avg. Int.  Average    Interest(1)  Avg. Int  Average    Interest(1)  Avg. Int.
(Dollars in Thousands)       Balance      Inc/Exp      Rate     Balance      Inc/Exp      Rate    Balance      Inc/Exp      Rate
-----------------------------------------------------------------------------------------------------------------------------------

<S>                          <C>          <C>          <C>      <C>          <C>          <C>     <C>        <C>            <C>
ASSETS:
Earning Assets(2)
  Commercial Loans           $ 23,440     $ 2,191      9.35%    $ 17,478     $ 1,705      9.75%   $ 16,845   $ 1,452        8.62%
  Commercial Real Estate       90,576       9,035      9.98       70,060       6,703      9.57      57,983     5,190        8.95
  Residential Real Estate      50,486       3,788      7.50       48,901       3,706      7.58      46,360     3,319        7.16
  Consumer Loans                6,094         613     10.06        5,630         628     11.15       6,333       613        9.68
-----------------------------------------------------------------------------------------------------------------------------------
  Total Loans                 170,596      15,627      9.16      142,069      12,742      8.97     127,521    10,574        8.29
  Federal Funds Sold           14,994         783      5.22       10,361         598      5.77       4,584       167        3.64
  U.S. Treasury/Government
   Agencies                    43,871       2,715      6.19       45,300       2,924      6.45      43,580     2,484        5.70
  States & Political
   Subdivisions                 5,959         400      6.71        4,753         339      7.13       5,556       408        7.34
  Mutual Funds                    241          13      5.39          170           8      4.71         529        16        3.02
  Marketable Equity
   Securities                   1,332          45      3.38        1,013          37      3.65         888        33        3.72
  Other Investments               811          45      5.55          140           6      4.29           6         0        0.00
-----------------------------------------------------------------------------------------------------------------------------------
  Total Earning Assets        237,804     $19,628      8.25%     203,806     $16,654      8.17%    182,664   $13,682        7.49%
===================================================================================================================================
  Allowance for Possible
   Loan Losses                 (2,958)                            (2,450)                           (2,160)
  Unearned Income                (597)                              (434)                             (306)
  Cash and Due From Banks       9,565                              8,387                             7,800
  Other Assets                  9,489                              9,016                             7,875
-----------------------------------------------------------------------------------------------------------------------------------
Total Assets                 $253,303                           $218,325                          $195,873
===================================================================================================================================
LIABILITIES & STOCKHOLDERS'
 EQUITY:
  Savings                    $ 40,246     $ 1,006      2.50%    $ 37,790     $   955      2.53%   $ 44,945   $ 1,136        2.53%
  NOW's                        28,788         858      2.98       21,568         757      3.51      22,784       596        2.61
  Money Market Accounts        13,326         272      2.04       16,355         332      2.03      18,369       404        2.20
  CD's > $100M                 18,813       1,104      5.87       15,403         856      5.56      12,760       508        3.98
  Other Time Deposits          97,957       5,754      5.87       82,290       4,801      5.83      56,273     2,244        3.99
  Other Borrowings              1,374          86      6.26        1,179          63      5.34       1,329        56        4.21
-----------------------------------------------------------------------------------------------------------------------------------
  Total Interest-bearing
   Liabilities                200,504     $ 9,080      4.53%     174,585     $ 7,764      4.45%    156,460   $ 4,944        3.16%
===================================================================================================================================
  Demand Deposits              33,572                             26,674                            23,832
  Other Liabilities               493                                591                               473
-----------------------------------------------------------------------------------------------------------------------------------
  Total Liabilities           234,569                            201,850                           180,765
-----------------------------------------------------------------------------------------------------------------------------------
  Common Stock                     28                                 26                                16
  Paid-in Capital              14,393                             12,871                            11,599
  Retained Earnings             4,486                              4,227                             4,077
  Net Unrealized Loss on
   Available-for-Sale
   Securities                    (173)                              (649)                             (584)
-----------------------------------------------------------------------------------------------------------------------------------
  Total Stockholders'
   Equity                      18,734                             16,475                            15,108
-----------------------------------------------------------------------------------------------------------------------------------
Total Liabilities &
 Stockholders' Equity        $253,303                           $218,325                          $195,873
===================================================================================================================================
Net Interest Spread                                    3.72%                              3.72%                             4.33%
===================================================================================================================================
Net Yield on Earnings Assets                           4.44%                              4.36%                             4.78%
===================================================================================================================================

--------------------
<F1>  On a fully taxable equivalent basis based on tax rate of 34%. Interest
      income on investments and net interest income includes a fully taxable
      equivalent adjustment of $133,000 in 1996, $113,000 in 1995, and
      $136,000 in 1994.
<F2>  Average balance includes non-accruing loans. The effect of including
      such loans is to reduce the average rate earned on the Company's
      loans.

</TABLE>

The line item Other Expense increased by $371,170 in 1996 from $1,307,703 to
$1,678,873. Included in this increase is a new expense item titled
Amortization of Goodwill. Goodwill was a result of the premium paid above
the book value to the stockholders of Fairbank Inc., parent company of the
National Bank of Fairhaven. Goodwill is to be amortized over a fifteen year
period. In 1996, the amortization of goodwill reflects four months totaling
$98,000. Prior to the merger acquisition, the Company did not have a balance
sheet line item for goodwill. In addition, publications and advertising
increased in 1996 compared to 1995 by $93,500. This was necessary,
particularly in the Fairhaven - New Bedford area, as the merger process
evolved with emphasis on the name recognition of Slade's Ferry Trust
Company. Other material expenditures include $47,000 for various legal fees,
an increase in telephone expense of $28,000, and an increase in computer
fees of $36,000. Offsetting these expenses were decreases of $57,000 in
collection and repossession expense and a decrease of $39,000 in OREO
expenses. The remaining increases totaling $164,670 were a combination of
increases in postage, auditing, armored car services, checkbook printing,
outside consultants and various miscellaneous expenditures.

As a result of the FDIC adjusting its premium on deposit insurance, the
annual assessment was reduced considerably. FDIC assessment in 1996 was
$6,278 compared to $204,477 recorded in 1995 and $452,255 in 1994. There was
also a noted increase in supplies expense of $46,261 from $197,392 in 1995
to $243,653 in 1996. The increase from 1994 to 1995 was $28,568. The
significant increase in 1996 is attributed to additional supplies needed to
stock the Fairhaven and New Bedford branches acquired in August, 1996.

Income tax expense for 1996 increased to $1,564,001 up by $558,229 when
compared to $1,005,772 in 1995 and up by $676,351 when compared to $887,650
in 1994.

Financial Condition

Assets increased by $57.9 Million to $291.3 Million on December 31, 1996
from $233.4 Million reported at year end 1995. This increase was primarily
attributable to the acquisition of the National Bank of Fairhaven and its
parent company Fairbank, Inc. which was consummated in August 1996.

The acquisition was achieved by a cash outlay of $8.6 Million paid by
Slade's Ferry Trust Company to the stockholders of Fairbank, Inc. Assets
acquired totaled $65.1 Million which is comprised of $33.1 Million in loans,
Allowance for Possible Loan Losses of $0.5 Million, investment portfolio of
$6.4 Million, cash and deposits at other banks totaling $20.0 Million, other
assets amounting to $2.7 Million and goodwill of $3.4 Million. Liabilities
assumed consisted of deposits of $54.8 Million, notes payable of $1.3
Million, and other liabilities of $.4 Million.

The cash payment resulted in a premium paid above the book value of
Fairbank, Inc. of $3.4 Million, which is classified as Goodwill. Also
included in Goodwill is the net adjustment of book values to market values
of loans, investments, buildings and equipment, deposits and notes payable.
Goodwill is to be amortized over a fifteen year period.

The loan portfolio grew significantly, in addition to the loans attributable
to the acquisition. The Company's business development program, combined
with management's knowledge of local economic and market trends, provided a
steady quality growth to the portfolio. Loans at year end 1996 were up by
$47.9 Million to $199.0 Million from $151.1 Million reported at year end
1995. The portfolio is comprised of 47.5% in the commercial real estate
category, 29.9% in the residential real estate category, and 22.6%
commercial, consumer, and other types of loans.

The largest component of the loan portfolio is commercial real estate loans,
which generally have a higher degree of credit risk than residential real
estate loans because they depend primarily on the success of the business.
These loans are collateralized by various types of commercial properties
primarily located within the Bank's market area extending throughout
southeastern Massachusetts and abutting cities and towns in Rhode Island.
There is no predominate type of property nor concentration of credit in any
one industry. The properties consist of apartment complexes, motels, medical
centers, strip malls, factories with multiple tenants, and retail office
units. Residential real estate is the second largest component of loans that
consists of one to four family residential properties located in the
southeast region of Massachusetts and nearby communities in Rhode Island.
All loans originated by the Bank are retained in the portfolio in lieu of
selling them as a package in the secondary market. Management believes that
this practice enhances and strengthens continued customer relationships.

The investment portfolio is comprised of investments in the Available for
Sale category and in the Held to Maturity category. The total portfolio
decreased from $58.8 Million reported on December 31, 1995 to $57.7 Million
on December 31, 1996. The net decrease was a combination of $6.4 Million of
investments acquired as a result of the merger, offset by the maturing of
various securities that were not reinvested but used as a source to help
fund the growth in loans.

Securities are classified as Available for Sale when the Company intends to
hold securities for an indefinite period of time, but not necessarily to
maturity. These securities may be sold in response to interest rate changes,
liquidity needs, and other factors. Any unrecognized gains or losses, net of
taxes, on securities classified as Available for Sale are reflected in
Stockholders' Equity as a separate component.

Investments in the Available for Sale category consist predominately of
securities of U.S. Treasury and other U.S. government corporations and
agencies, and marketable equity securities. Securities of U.S. Treasury and
U.S. government corporations and agencies have little or no credit risk,
other than being sensitive to changes in interest rates; and if held to
maturity, these securities will mature at par. However, all marketable
equity securities are classified in the Available for Sale category, and
have a greater risk as they are subject to rapid market fluctuations. These
securities are monitored and evaluated frequently to determine their
suitability to sell or retain in the portfolio. Management minimizes its
risk by limiting the total amount invested into marketable equity securities
to 5% of the total investment portfolio.

The Available for Sale category had unrecognized losses, net of taxes, of
$2,628 at December 31, 1996, and unrecognized gains, net of taxes, of
$33,022 at year end 1995.

Nonperforming Assets

<TABLE>
<CAPTION>

                                                                   December 31
---------------------------------------------------------------------------------------------
(Dollars In Thousands)                              1996     1995     1994     1993     1992
---------------------------------------------------------------------------------------------
<S>                                                <C>      <C>      <C>      <C>      <C>
Nonaccrual loans                                   $4,352   $2,695   $3,238   $4,084   $3,010

Loans 90 days or more past due and still accruing     112       23      204      427      863

Real estate acquired by foreclosure or
substantively repossessed                             308      633      888    2,160    1,367
---------------------------------------------------------------------------------------------
Total nonperforming assets                         $4,772   $3,351   $4,330   $6,671   $5,240
=============================================================================================
Restructed debt performing in
accordance with amended terms,
not included above                                 $  819   $  459   $  139   $   --   $   --
=============================================================================================

Percentage of nonaccrual loans to
total loans                                          2.19%    1.78%    2.38%    3.24%    2.37%

Percentage of nonaccrual loans ,
restructured loans, and real estate acquired
by foreclosure or substantively repossessed
to total assets                                      1.88%    1.62%    2.20%    3.18%    2.31%

Percentage of allowance for possible loan
losses to nonaccrual loans                            .77%     .93%     .71%     .48%     .65%

</TABLE>

Nonaccrual loans include restructured loans of $398,000 at December 31,
1996; $425,000 at December 31, 1995; and $286,000 at December 31, 1994.

Nonperforming assets include nonaccrual loans, loans past due 90 days or
more but still accruing, restructured loans not performing in accordance
with amended terms, and other real estate acquired through foreclosure.
Nonperforming assets as a total increased to $4.8 Million at year end 1996,
from $3.4 Million reported at year end 1995. Nonaccrual loans at December
31, 1996 were up by $1.7 Million to $4.4 Million from $2.7 Million reported
on December 31, 1995. The percentage of nonaccrual loans to total loans
outstanding at December 31, 1996 was 2.19%, compared to 1.78% at December
31, 1995. The increase in nonaccrual loans is attributable to $896,411 of
nonaccrual loans that were acquired in the acquisition of the National Bank
of Fairhaven, and a commercial account with $760,000 of borrowings which
became nonaccrual due to financial difficulties during the third quarter.
The latter loan consists of two separate parcels of commercial real estate
which are currently being marketed for sale by the borrower. The bank does
not anticipate any material losses on this loan due to the value of the
collateral.

Other loans in the nonaccrual status that are collateralized by real estate
have outstanding balances of $400,000 or less to any one individual
borrower. When a real estate loan becomes nonaccrual, an appraisal of the
property is obtained to determine that an 80% loan to value ratio exists. If
the loan to value ratio exceeds 80% or if it is determined that all amounts
due according to the terms of the loan agreement will not be met, the
original loan is classified as an impaired loan with a watch list reserve
allowance assigned to it.

The Company places a loan on nonaccrual status when, in the opinion of
management, the collectibility of the principal and interest becomes
doubtful. Generally, when a commercial loan, commercial real estate loan or
a residential real estate loan becomes past due 90 days or more, the Company
discontinues the accrual of interest and reverses previously accrued
interest. The loan remains in the nonaccrual status until the loan is
current and six consecutive months of payments are made, then it is
reclassified as an accruing loan. When it is determined that the
collectibility of the loan no longer exists, it is charged off to the
Allowance for Loan Losses or, if applicable, any real estate that is
collateralizing the loan is acquired through foreclosure, at which time it
is categorized as Other Real Estate Owned. The nonaccrual category is
comprised of $1,233,588 of residential real estate, $2,379,581 of commercial
real estate, $715,728 attributed to commercial loans and $23,250 to other
types of loans.

Loans past due 90 days or more but still accruing increased to $111,740 at
December 31, 1996. The Company continues to accrue on these loans, due to
the excess values of the collateral securing such loans compared to the
outstanding loan balances.

Other Real Estate Owned, which are properties acquired through foreclosure,
consists of 5 parcels totaling $307,591 at year end 1996. Annual appraisals
are performed on all these properties and if the appraisal is less than the
carrying value of the property, the carrying value is written down by a
charge to the writedown on OREO expense account.

The percentage of nonaccrual loans and real estate acquired by foreclosure
to total assets increased primarily due to the increase in nonaccrual loans.
The percentage of Allowance for Possible Loan Losses to nonaccrual loans
decreased to .77% at December 31, 1996 from .93% in 1995, .71% in 1994, .48%
in 1993 and .65% in 1992 due to an increase in nonaccrual loans.

Statement of Financial Accounting Standards No. 114, "Accounting by
Creditors for Impairment of a Loan", was adopted by the Company as of
January 1, 1995. Statement 114 applies to all loans except large groups of
smaller-balance homogeneous loans that are collectively evaluated for
impairment, loans measured at fair value or at a lower of cost or fair
value, leases, and debt securities as defined in Statement 115. Statement
114 requires that impaired loans be valued at the present value of expected
future cash flows discounted at the loan's effective interest rate or as
practical expedient, at the loan's observable market value of the collateral
if the loan is collateral dependent. Smaller balance homogeneous loans are
considered by the Company to include consumer installment loans and credit
card loans. Included in the $4.4 Million of nonaccrual loans are $4.0
Million, which the company has determined to be impaired, of which $2.7
Million has a related allowance for credit losses of $.8 Million, and $1.3
Million has no related allowance for credit losses.

The Company has $500,000 of potential problem loans for which payments are
presently current but are identified as a possible risk. This assessment is
based on an objective review of the borrowers' financial statements. The
past experience with the borrower, the borrower's background, and the
applicable value of the assets collateralizing these loans provides a degree
of assurance that the loan will continue to be paid as per the loan
agreement. These issues are reviewed on a quarterly basis to determine if
there is any change in status that would cause management to reclassify the
loan from the accrual category to nonaccrual. The economy in the
southeastern region has had an overall improvement from the conditions that
existed in the previous years. The unemployment rate has decreased to a
6.50% level, however, it continues to remain higher than the state average
of 5.50%. There can be no assurance that other potential problem loans will
not occur, however, management is optimistic that if the economy in the
region continues this improved trend, the level of nonperforming assets
could also reflect an improvement.

The table below illustrates the changes in the Allowance for Possible Loan
Losses for the periods indicated.

<TABLE>
<CAPTION>

                                                        December 31
(Dollars In Thousands)                   1996     1995     1994     1993     1992
----------------------------------------------------------------------------------
<S>                                     <C>      <C>      <C>      <C>      <C>
Balance at January 1                    $2,498   $2,306   $1,954   $1,967   $1,300
Charge offs:
  Commercial                              (144)    (184)     (22)    (963)    (115)
  Real estate construction                  (0)      (0)      (0)      (0)      (0)
  Real estate mortgage                    (136)     (79)    (246)    (451)    (202)
  Installment/consumer                    (159)    (134)     (93)     (85)    (166)
----------------------------------------------------------------------------------
                                          (439)    (397)    (361)  (1,499)    (483)
----------------------------------------------------------------------------------

Recoveries:
  Commercial                                59        1       51        0        9
  Real estate construction                   0        0        0        0        0
  Real estate mortgage                     333       16        2        2        0
  Installment/consumer                      47       22       15       29       69
----------------------------------------------------------------------------------
                                           439       39       68       31       78
----------------------------------------------------------------------------------
  Net charge offs                         (000)    (358)    (293)  (1,468)    (405)
----------------------------------------------------------------------------------
Additions charged to operations            400      550      645    1,455    1,072
Allowance attributable to acquisition      456        0        0        0        0
Balance at end of period                $3,354   $2,498   $2,306   $1,954   $1,967
Allowance for Loan Losses as a percent
 of year end loans                        1.69%    1.65%    1.70%    1.55%    1.55%
Ratio of net charge offs to average
 loans outstanding                        0.00%    0.25%    0.23%    1.18%    0.33%
==================================================================================

</TABLE>

The Allowance for Possible Loan Losses increased to $3.4 Million at December
31, 1996, from $2.5 Million at December 31, 1995. Significantly affecting
the increase was the provision which is charged against earnings of
$400,000, recoveries of previously charged-off loans of $439,788, and
$456,000 of allowance attributed to the acquisition. These increases were
offset by charge-offs of loans deemed uncollectible of $439,229. In 1996,
recoveries of previously charged-off loans were approximately the same
amount as charge-offs. This was somewhat unusual since, historically,
charge-offs have exceeded recoveries on an annual basis. In prior years, the
Company incurred net charge-offs of $358,085, $293,003, $1,468,300, and
$404,878 for the years 1995, 1994, 1993, and 1992 respectively. Recoveries
are a result of continuous collection efforts and improvement in business
conditions on accounts that were previously deemed as uncollectible. The
Allowance for Possible Loan Losses as a percentage to outstanding loans is
1.69% at year end 1996, 1.65% for year end 1995, 1.70% for year end 1994,
and 1.55% for years ending 1993 and 1992.

The level of the Allowance for Possible Loan Losses is evaluated by
management utilizing several factors. These factors include but are not
limited to, recent trends in nonperforming loans, the adequacy of the assets
which collateralize the nonperforming loans, current economic conditions in
the market area, and various other external and internal factors. The
allowance is also evaluated by regulatory agencies and independent public
accountants as part of their examination and audit procedures.

In 1996, the Company's provision for loan losses, which is a deduction from
earnings, was $400,000, down by $150,000 when compared to 1995's provision
of $550,000, and down by $245,000 when compared to 1994's provision of
$645,000. The bank provided $1,455,000 in 1993 and $1,072,000 in 1992.
Although nonaccrual loans increased in 1996, the amount provided to the
Allowance for Possible Loan Losses was deemed appropriate by management
after full consideration of the value of the assets securing these loans.
The decreased provisions that occurred during the past three years are a
result of management's overall assessment of the loan portfolio, the ratio
of the allowance to outstanding loans, as well as the liquidation and
resolution of loans that had deteriorated into a nonperforming status during
the years prior to 1994.

Stockholders' Equity increased by $2.0 Million to $19.8 Million on December
31, 1996 from $17.8 million at year end 1995. The increase is a result of
earnings of $2,378,195 and the proceeds from the issuance of common stock
from the Dividend Reinvestment Program, of which $33,200 was received from
the optional cash contribution plan and $312,947 from the reinvestment of
cash dividends. Offsetting these increases were the payments of cash
dividends of $664,732 and $3,360 paid out for fractional shares related to a
5% stock dividend declared on January 8, 1996. Also indicated as a deduction
from Stockholders' Equity are net unrealized losses on securities classified
as Available for Sale of $2,628, which is a decrease of $35,650 from the net
unrealized gain of $33,022 reported in 1995.

The Company provides a Dividend Reinvestment Program which entitles
stockholders to purchase additional shares of common stock at prevailing
market prices in lieu of receiving cash dividends. The program also allows
each participant to contribute up to $1,000 annually to purchase additional
shares.

Liquidity

Liquidity represents the ability of the Bank to meet its funding
requirements. In assessing the appropriate level of liquidity, the bank
considers deposit levels, lending requirements, and investment maturities in
light of prevailing economic conditions. Through this assessment, the Bank
manages its liquidity level to optimize earnings and responds to
fluctuations in customer borrowing needs.

The Company's principal source of funds are customer deposits, loan
amortization, loan payoffs, and the maturities of investment securities.
Through these sources, funds are provided for customer withdrawals from
deposit accounts, loan origination, draw-downs on loan commitments,
acquisition of investment securities and other normal business activities.
Investors' capital also provides a source of funding.

The largest source of funds is provided by depositors. The largest component
of the Company's deposit base is term certificates which extend out to a
maximum of five years. The Company does not participate in brokered
deposits. Deposits are obtained from consumers and commercial customers
within the Bank's community reinvestment area, being Bristol County,
Massachusetts and several abutting towns in Rhode Island. Deposits at year
end 1996 were $267.8 Million, up by $53.6 Million from $214.2 Million
reported at year end 1995. The deposit components consist of time deposits
(48.0%), regular savings (15.8%), demand deposits (16.6%), Money Market
accounts (5.7%) and NOW accounts (13.9%). Time deposits over $100,000 were
8.0% of 1996 total deposits, and 7.9% of 1995 total deposits.

Exclusive of deposits of $54.8 Million that were acquired with the
acquisition of the National Bank of Fairhaven, deposit levels in 1996
remained relatively flat even though the Bank was very competitive with area
financial institutions in interest rates offered. Management believes that
growth in deposits was somewhat affected by depositors seeking higher yields
in nonbanking investment products. Interest rates paid on deposits are
established by the Bank's Asset and Liability Committee, which manages the
Bank's interest rates while maintaining a desirable net interest margin.

The Company also has the ability to borrow funds from correspondent banks,
the Federal Home Loan Bank and the Federal Reserve Bank of Boston by
pledging various investment securities.

Excess available funds are invested on a daily basis into Federal Funds
Sold. An appropriate level of Federal Funds Sold is maintained to meet loan
commitments, anticipated loan growth and deposit forecasts. Funds exceeding
this level are then used to purchase investment securities that are suitable
in yields and maturities for the investment portfolio. The investment
portfolio has securities maturing at strategic time periods and is comprised
of U.S. Treasury Securities, securities of U.S. Government Agencies, and
obligations of state and political subdivisions.

Liquidity in 1996 was primarily provided by the maturities and sales of
securities totaling $35.0 Million, in addition to cash and cash equivalents
of $20.0 Million acquired in the acquisition of the National Bank of
Fairhaven. These proceeds were offset by $8.6 Million paid to Fairbank,
Inc.'s shareholders, the purchase of $26.2 Million in securities, and an
increase in loans of $15.0 Million. Other events Lthat affected liquidity
were cash flows of operating activities and financing activities, as
indicated in the statements of cash flows.

Capital

At December 31, 1995, the capital ratios for the Bank were 12.90% for Total
Capital, 11.60% for Tier I Capital and 7.54% for Leverage Capital. This
exceeded the "well capitalized" requirements of 10% for Total Capital, 6%
for Tier I Capital, and 5% for Leverage Capital. As a result of the merger
and the acquisition of $65.1 Million in assets, the capital ratios for year
ending 1996 declined. Total Capital, Tier I Capital and Leverage Capital
were 9.51%, 8.22% and 5.66% respectively. The Company anticipates a return
to the "well capitalized" status in 1997.

The following table illustrates the capital position of Slade's Ferry
Bancorp and Slade's Ferry Trust Company for years ending December 31, 1996
and 1995.

<TABLE>
<CAPTION>

Slade's Ferry Bancorp
(Dollars In Thousands)                                                1996            1995
-------------------------------------------------------------------------------------------------

<S>                                                             <C>       <C>    <C>       <C>
Total Capital (to Risk Weighted Assets)                         $ 19,044  9.56%  $ 19,704  12.95%
Minimum required                                                  15,938  8.00     12,174   8.00
  Excess                                                           3,106  1.56      7,530   4.95
Tier 1 Capital (to Risk Weighted Assets)                          16,543  8.27     17,794  11.65
Minimum required                                                   8,003  4.00      6,111   4.00
  Excess                                                           8,540  4.27     11,683   7.65
Risk Adjusted Assets, net of goodwill, nonqualifying
 intangible, excess allowance and excess deferred tax assets    $199,183         $152,151

Tier 1 Capital (Leverage Ratio)                                 $ 16,543  5.70%  $ 17,794   7.57%
Minimum required                                                  11,617  4.00      9,407   4.00
  Excess                                                           4,926  1.70      8,387   3.57
Quarterly average total assets, net of goodwill, nonqualifying
 intangibles and excess deferred tax assets                     $290,429         $235,184

</TABLE>

<TABLE>
<CAPTION>

Slade's Ferry Trust Company
(Dollars In Thousands)                                                1996            1995
-------------------------------------------------------------------------------------------------

<S>                                                             <C>       <C>    <C>       <C>
Total Capital (to Risk Weighted Assets)                         $ 18,935  9.51%  $ 19,626  12.90%
Minimum required                                                  15,934  8.00     12,172   8.00
  Excess                                                           3,001  1.51      7,454   4.90
Tier 1 Capital (to Risk Weighted Assets)                          16,435  8.22     17,717  11.60
Minimum required                                                   8,001  4.00      6,109   4.00
  Excess                                                           8,434  4.22     11,608   7.60
Risk Adjusted Assets, net of goodwill, nonqualifying
 intangible, excess allowance and excess deferred tax assets    $199,085         $152,144

Tier 1 Capital (Leverage Ratio)                                 $ 16,435  5.66%  $ 17,717   7.54%
Minimum required                                                  11,615  4.00      9,405   4.00
  Excess                                                           4,820  1.66      8,312   3.54
Quarterly average total assets, net of goodwill,
 nonqualifying intangibles and excess deferred tax assets       $290,386         $235,124

</TABLE>

Other Matters

The Bank is involved in a civil suit brought by a former employee of the
National Bank of Fairhaven which primarily alleges a breach of contract and
other related claims. The demand by the plaintiff is $550,000 to settle the
case. Counsel for the Company believes that there are meritorious defenses
to the claims and the Company intends to vigorously defend the suit. The
Company believes that the suit will not have a material adverse effect on
the Company's financial condition, results of operation or liquidity.

In the normal course of business, the Bank has made various commitments to
extend credit in the form of loans and unused lines of credit, or letters of
credit. In management's opinion, these commitments do not represent unusual
credit risks.

Financial Accounting Standards Board issued Statement of Financial
Accounting Standard No. 121 (SFAS 121) "Accounting for the Impairment of
Long-lived Assets and for Long-lived Assets to be Disposed of." Included in
the scope of Statement 121 are long-lived assets, such as premises and
equipment, and any impairment loss must be recognized when the estimate of
total undiscounted future cash flows attributable to the asset is less than
the asset's carrying amount. The Company has adopted Statement 121 and it
has no material effect on the financial statements.

                        CERTIFIED PUBLIC ACCOUNTANTS

                               83 PINE STREET
                   WEST PEABODY, MASSACHUSETTS 01960-3635
                               (508) 535-0206

The Board of Directors
and Stockholders
Slade's Ferry Bancorp
Somerset, Massachusetts

                        INDEPENDENT AUDITORS' REPORT

We have audited the accompanying consolidated balance sheets of Slade's
Ferry Bancorp (formerly known as Weetamoe Bancorp) and Subsidiary as of
December 31, 1996 and 1995 and the related consolidated statements of
income, changes in stockholders' equity and cash flows for each of the years
in the three-year period ended December 31, 1996. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the consolidated financial
statements are free of material misstatement. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
consolidated financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall consolidated financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial
position of Slade's Ferry Bancorp and Subsidiary as of December 31, 1996 and
1995, and the consolidated results of their operations and their cash flows
for each of the years in the three-year period ended December 31, 1996, in
conformity with generally accepted accounting principles.


                                       /s/ Shatswell, MacLeod & Company,
P.C.
                                       SHATSWELL, MacLEOD & COMPANY, P.C.

West Peabody, Massachusetts
January 14, 1997

Consolidated Balance Sheets
December 31, 1996 and 1995

<TABLE>
<CAPTION>

                                                                                       1996           1995
--------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>            <C>
Assets
Cash and due from banks                                                            $ 11,128,724   $  9,039,970
Federal funds sold                                                                   13,000,000      9,500,000
--------------------------------------------------------------------------------------------------------------
  Cash and cash equivalents                                                          24,128,724     18,539,970
Interest bearing time deposits with other banks                                         149,598        100,000
Investments in available-for-sale securities (at fair value)                         37,255,163     36,730,660
Investments in held-to-maturity securities (fair values of $19,544,811 as of
  December 31, 1996 and $21,873,518 as of December 31, 1995)                         19,586,678     21,735,682
Federal Home Loan Bank stock                                                            890,600        290,700
Loans, net                                                                          194,934,845    148,069,415
Premises and equipment                                                                5,970,874      3,700,054
Goodwill                                                                              3,307,368
Other real estate owned                                                                 307,591        633,467
Accrued interest receivable                                                           1,853,783      1,820,323
Other assets                                                                          2,957,251      1,801,383
--------------------------------------------------------------------------------------------------------------
                                                                                   $291,342,475   $233,421,654
==============================================================================================================
Liabilities and Stockholders' Equity
Demand Deposits                                                                    $ 44,458,040   $ 28,509,176
Savings and NOW Deposits                                                             94,814,767     74,754,043
Time Deposits                                                                       128,518,202    110,957,470
--------------------------------------------------------------------------------------------------------------
    Total Deposits                                                                  267,791,009    214,220,689
--------------------------------------------------------------------------------------------------------------
Note Payable                                                                          1,042,626
Other borrowed funds                                                                  1,200,000        741,773
Due to brokers                                                                          499,375
Other liabilities                                                                       962,140        632,467
--------------------------------------------------------------------------------------------------------------
    Total liabilities                                                               271,495,150    215,594,929
--------------------------------------------------------------------------------------------------------------
Stockholders' equity:
  Common stock, par value $.01 per share; authorized 5,000,000 shares; issued and
   outstanding 2,789,142.3 shares in 1996 and 2,617,180.7 shares in 1995                 27,891         26,172
  Paid-in capital                                                                    14,607,299     13,136,923
  Retained earnings                                                                   5,214,763      4,630,608
  Net unrealized holding gain (loss) on available-for-sale securities                    (2,628)        33,022
--------------------------------------------------------------------------------------------------------------
    Total stockholders' equity                                                       19,847,325     17,826,725
--------------------------------------------------------------------------------------------------------------
                                                                                   $291,342,475   $233,421,654
==============================================================================================================

</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

Consolidated Statements Of Income
Years Ended December 31, 1996, 1995 and 1994

<TABLE>
<CAPTION>

                                                                  1996         1995          1994
----------------------------------------------------------------------------------------------------
<S>                                                           <C>          <C>           <C>
Interest and dividend income:
  Interest and fees on loans                                  $15,626,903  $12,741,564   $10,574,181
  Interest and dividends on securities:
    Taxable                                                     2,810,656    2,972,484     2,533,348
    Tax-exempt                                                    266,866      225,942       271,663
  Other interest                                                  790,506      601,210       166,920
----------------------------------------------------------------------------------------------------
      Total interest and dividend income                       19,494,931   16,541,200    13,546,112
----------------------------------------------------------------------------------------------------
Interest expense:
  Interest on deposits                                          8,992,244    7,700,901     4,887,707
  Interest on securities sold under agreements to repurchase                       556         3,748
  Interest on other borrowed funds                                 59,688       62,816        47,777
  Interest on notes payable                                        26,139                      4,452
----------------------------------------------------------------------------------------------------
      Total interest expense                                    9,078,071    7,764,273     4,943,684
----------------------------------------------------------------------------------------------------
      Net interest and dividend income                         10,416,860    8,776,927     8,602,428
Provision for loan losses                                         400,000      550,000       645,000
----------------------------------------------------------------------------------------------------
      Net interest and dividend income after
       provision for loan losses                               10,016,860    8,226,927     7,957,428
----------------------------------------------------------------------------------------------------
Other income:
  Service charges on deposit accounts                             628,997      574,425       597,682
  Overdraft service charges                                       220,428      152,855       169,689
  Securities gains, net                                           112,631       64,810        37,067
  Other income                                                    343,441      263,869       294,630
----------------------------------------------------------------------------------------------------
      Total other income                                        1,305,497    1,055,959     1,099,068
----------------------------------------------------------------------------------------------------
Other expense:
  Salaries and employee benefits                                4,328,402    3,962,983     3,689,988
  Occupancy expense                                               567,458      448,383       422,939
  Equipment expense                                               504,489      432,739       407,712
  Stationery and supplies                                         243,653      197,392       168,824
  FDIC deposit insurance premium                                    6,278      204,477       452,255
  (Gain) loss on sales of other real estate owned, net             21,008      (26,728)       13,462
  Writedown of other real estate owned                             30,000      104,578       317,239
  Other expense                                                 1,678,873    1,307,703     1,229,186
----------------------------------------------------------------------------------------------------
      Total other expense                                       7,380,161    6,631,527     6,701,605
----------------------------------------------------------------------------------------------------
Income before income taxes                                      3,942,196    2,651,359     2,354,891
Income taxes                                                    1,564,001    1,005,772       887,650
----------------------------------------------------------------------------------------------------
      Net income                                              $ 2,378,195  $ 1,645,587   $ 1,467,241
====================================================================================================
Earnings per share
      Net income per share                                    $       .86  $       .60   $       .57
====================================================================================================

</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

Consolidated Statements of Changes in Stockholders' Equity
Years Ended December 31, 1996, 1995 and 1994

<TABLE>
<CAPTION>

                                                                               Net Unrealized
                                                                             Holding Gain (Loss)
                                                                               On Available-
                                          Common     Paid-in     Retained        For-Sale
                                           Stock     Capital     Earnings       Securities            Total
---------------------------------------------------------------------------------------------------------------
<S>                                       <C>      <C>          <C>              <C>             <C>
Balance, December 31, 1993                $15,528  $10,533,070  $4,579,324       $  251,792  	   $15,379,714
Net change in unrealized holding gain
 on available-for-sale securities                                                 (1,792,176)       (1,792,176)
Net income                                                       1,467,241                           1,467,241
Issuance of 5% common stock dividend          775    1,045,030  (1,049,845)                             (4,040)
Issuance of common stock from dividend
 reinvestment plan                            124      169,172                                         169,296
Stock issuance relating to optional cash
 contribution plan                             28       37,390                                          37,418
Dividends declared ($.15 per share)                               (409,769)                           (409,769)
---------------------------------------------------------------------------------------------------------------
Balance, December 31, 1994                 16,455   11,784,662   4,586,951        (1,540,384)       14,847,684
Net change in unrealized holding loss
 on available-for-sale securities                                                  1,573,406         1,573,406
Net income                                                       1,645,587                           1,645,587
Stock split (3 for 2)                       8,654                  (11,041)                             (2,387)
  Issuance of 5% common stock dividend        821    1,107,542  (1,113,162)   			        (4,799)
  Issuance of common stock from dividend
   reinvestment plan                          209      209,683                                         209,892
Stock issuance relating to optional cash
 contribution plan                             33       35,036                                          35,069
Dividends declared ($.18 per share)                               (477,727)                           (477,727)
---------------------------------------------------------------------------------------------------------------
Balance, December 31, 1995                 26,172   13,136,923   4,630,608            33,022        17,826,725
Net change in unrealized holding gain
 on available-for-sale securities                                                    (35,650)          (35,650)
Net income                                                       2,378,195                           2,378,195
Issuance of 5% common stock dividend        1,304    1,124,644  (1,129,308)   			        (3,360)
Issuance of common stock from dividend
 reinvestment plan                            375      312,572                                         312,947
Stock issuance relating to optional cash
 contribution plan                             40       33,160                                          33,200
Dividends declared ($.24 per share)                               (664,732)                           (664,732)
---------------------------------------------------------------------------------------------------------------
Balance, December 31, 1996                $27,891  $14,607,299  $5,214,763       $    (2,628)  	   $19,847,325
===============================================================================================================

</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

Consolidated Statements of Cash Flows
Years Ended December 31, 1996, 1995 and 1994

<TABLE>
<CAPTION>

                                                                       1996          1995          1994
-----------------------------------------------------------------------------------------------------------
<S>                                                                 <C>           <C>           <C>
Cash flows from operating activities:
  Net income                                                        $2,378,195    $1,645,587    $1,467,241
  Adjustments to reconcile net income to net cash provided by
   operating activities:
  Amortization of goodwill                                              98,000
  Accretion, net of amortization of fair market value adjustments       (1,429)
  Amortization of organization cost                                                    3,440        13,759
  Gain on sale of fixed assets                                          (8,702)                    (11,500)
  Securities gains, net                                               (112,631)      (64,810)      (37,067)
  Disposal of fixed assets                                                            11,229
  Depreciation and amortization                                        500,378       421,344       389,286
  Provision for loan losses                                            400,000       550,000       645,000
  Deferred tax benefit                                                 (92,207)     (147,018)     (258,413)
  Increase (decrease) in taxes payable                                (103,889)     (130,854)       92,089
  (Increase) decrease in interest receivable                           384,435      (377,291)     (253,074)
  Increase (decrease) in interest payable                              (49,768)       46,544        77,544
  Increase in accrued expenses                                          88,631        78,916        55,815
  (Increase) decrease in prepaid expenses                             (130,768)       29,878       (35,247)
  Increase (decrease) in other liabilities                            (139,617)       60,975         9,126
  (Increase) decrease in other assets                                 (322,275)      468,150           457
  Accretion, net of amortization of securities                        (430,515)     (131,441)     (146,430)
  Change in unearned income                                            115,825       123,639        90,792
  (Gain) loss on sales of other real estate owned, net                  21,008       (26,728)       13,462
  Writedown of other real estate owned                                  30,000       104,578       317,239
-----------------------------------------------------------------------------------------------------------
  Net cash provided by operating activities                          2,624,671     2,666,138     2,430,079
-----------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
  Purchases of available-for-sale securities                       (10,128,087)  (11,242,820)   (9,225,422)
  Proceeds from sales of available-for-sale securities                 661,644     1,677,568     8,667,688
  Proceeds from maturities of available-for-sale securities         14,859,193     6,340,942     4,842,628
  Purchases of held-to-maturity securities                         (16,141,095)  (25,375,641)  (12,317,582)
  Proceeds from maturities of held-to-maturity securities           19,514,788    16,421,213    11,313,257
  Net increase in interest bearing time deposits with other banks       (7,519)
  Purchases of Federal Home Loan Bank stock                           (409,400)     (290,700)
  Redemption of Federal Home Loan Bank stock                            93,600
  Proceeds from sales of fixed assets                                    8,702                      11,500
  Proceeds from sales of other real estate owned                       147,458     1,219,832       883,500
  Net increase in loans                                            (14,971,481)  (16,343,674)  (10,416,150)
  Cash and cash equivalents of $19,936,591 acquired in the
   purchase of Fairbank, Inc., less cash of $8,575,284 paid
   for the common stock of Fairbank, Inc.                           11,361,307
  Capital expenditures                                              (1,085,521)     (126,146)     (926,682)
  Recoveries of previously charged-off loans                           439,788        38,553        68,808
-----------------------------------------------------------------------------------------------------------
  Net cash provided by (used in) investing activities               (4,343,377)  (27,680,873)   (7,098,455)
-----------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
  Fractional shares paid in cash                                        (3,360)       (7,186)       (4,040)
  Proceeds from issuance of common stock                               346,147       244,961       206,714
  Net increase (decrease) in demand deposits, NOW, and
   savings accounts                                                  1,912,803    (4,318,602)     (804,917)
  Net increase (decrease) in time deposits                          (3,191,933)   41,224,488    (1,447,120)
  Net decrease in securities sold under agreements to repurchase                    (113,551)      113,551
  Net increase (decrease) in other borrowed funds                      458,227      (458,227)
  Dividends paid                                                      (658,165)     (455,345)     (389,727)
  Payment on notes payable                                            (243,013)                    (86,558)
-----------------------------------------------------------------------------------------------------------
  Net cash provided by (used in) financing activities               (1,379,294)   36,116,538    (2,412,097)
-----------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents                 5,588,754    11,101,803    (7,080,473)
Cash and cash equivalents at beginning of year                      18,539,970     7,438,167    14,518,640
-----------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of year                           $24,128,724   $18,539,970   $ 7,438,167
===========================================================================================================

Supplemental disclosures:
  Loans transferred to other real estate owned                     $   144,741   $ 1,581,571   $ 1,817,786
  Loans originating from the sale of other real estate owned           435,000       205,000     1,861,500
  Interest paid                                                      9,127,839     7,717,729     4,866,140
  Income taxes paid                                                  1,760,097     1,283,644     1,053,974
  Other real estate owned transferred to loans                                       333,000

  In 1996 the Company purchased all of the common stock of
   Fairbank, Inc. for $8,575,284. In conjunction with the
   acquisition, liabilities were assumed as follows:
    Fair value of assets acquired                                  $65,141,843
    Cash paid for the common stock                                   8,575,284
-----------------------------------------------------------------------------------------------------------
    Liabilities assumed                                            $56,566,559
===========================================================================================================

</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

Notes to Consolidated Financial Statements
Years Ended December 31, 1996, 1995 and 1994

NOTE 1 - Nature of Operations

Slade's Ferry Bancorp (Company) (formerly known as Weetamoe Bancorp) is a
Massachusetts corporation that was organized in 1990 to become the holding
company of Slade's Ferry Trust Company (Bank). In December of 1996 the
stockholders of the Company approved the change of the name of the Company
to Slade's Ferry Bancorp effective January 1, 1997. The Company's primary
activity is to act as the holding company for the Bank. The Bank is a state
chartered bank, which was incorporated in 1959 and is headquartered in
Somerset, Massachusetts. The Bank operates its business from ten banking
offices located in Massachusetts. The Bank is engaged principally in the
business of attracting deposits from the general public and investing those
deposits in residential and real estate loans, and in commercial, consumer
and small business loans.

NOTE 2 - Accounting Policies

The accounting and reporting policies of the Company and its Subsidiary
conform to generally accepted accounting principles and predominant
practices within the banking industry. The consolidated financial statements
of the Company were prepared using the accrual basis of accounting. The
significant accounting policies of the Company and its subsidiary are
summarized below to assist the reader in better understanding the
consolidated financial statements and other data contained herein.

Pervasiveness of Estimates:

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from the estimates.

Basis of Presentation:

The consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiary, the Bank and the Bank's wholly-owned
subsidiaries, Slade's Ferry Realty Trust and Slade's Ferry Securities
Corporation. All significant intercompany accounts and transactions have
been eliminated in the consolidation.

Cash and Cash Equivalents:

For purposes of reporting cash flows, cash and cash equivalents include cash
on hand, cash items, due from banks, interest bearing deposits with other
banks and federal funds sold.

Securities:

Investments in debt securities are adjusted for amortization of premiums and
accretion of discounts computed on the straight-line method which has
substantially the same effect as using the interest method. Gains or losses
on sales of investment securities are computed on a specific identification
basis.

The Company classifies debt and equity securities into one of three
categories: held-to-maturity, available-for-sale, or trading. This security
classification may be modified after acquisition only under certain
specified conditions. In general, securities may be classified as held-to-
maturity only if the Company has the positive intent and ability to hold
them to maturity. Trading securities are defined as those bought and held
principally for the purpose of selling them in the near term. All other
securities must be classified as available-for-sale.

      *   Held-to-maturity securities are measured at amortized cost in the
          balance sheet. Unrealized holding gains and losses are not
          included in earnings or in a separate component of capital. They
          are merely disclosed in the notes to the consolidated financial
          statements.

      *   Available-for-sale securities are carried at fair value on the
          balance sheet. Unrealized holding gains and losses are not
          included in earnings, but are reported as a net amount (less
          expected tax) in a separate component of capital until realized.

      *   Trading securities are carried at fair value on the balance sheet.
          Unrealized holding gains and losses for trading securities are
          included in earnings.

Loans:

Loans receivable that management has the intent and ability to hold for the
foreseeable future or until maturity or payoff are reported at their
outstanding principal balances reduced amounts due to borrowers on
unadvanced loans, by any charge-offs, the allowance for loan losses and any
deferred fees or costs on originated loans, or unamortized premiums or
discounts on purchased loans.

Interest on loans is generally recognized on a simple interest basis.

Loan origination and commitment fees and certain direct origination costs
are deferred, and the net amount amortized as an adjustment of the related
loan's yield. The Company is generally amortizing these amounts over the
contractual life of the related loans.

Cash receipts of interest income on impaired loans is credited to principal
to the extent necessary to eliminate doubt as to the collectibility of the
net carrying amount of the loan. Some or all of the cash receipts of
interest income on impaired loans is recognized as interest income if the
remaining net carrying amount of the loan is deemed to be fully collectible.
When recognition of interest income on an impaired loan on a cash basis is
appropriate, the amount of income that is recognized is limited to that
which would have been accrued on the net carrying amount of the loan at the
contractual interest rate. Any cash interest payments received in excess of
the limit and not applied to reduce the net carrying amount of the loan are
recorded as recoveries of charge-offs until the charge-offs are fully
recovered.

Allowance for Possible Loan Losses:

An allowance is available for losses which may be incurred in the future on
loans in the current portfolio. The allowance is increased by provisions
charged to current operations and is decreased by loan losses, net of
recoveries. The provision for loan losses is based on management's
evaluation of current and anticipated economic conditions, changes in the
character and size of the loan portfolio, and other indicators. The balance
in the allowance for possible loan losses is considered adequate by
management to absorb any reasonably foreseeable loan losses.

As of January 1, 1995, the Company adopted Statement of Financial Accounting
Standards No. 114, "Accounting by Creditors for Impairment of a Loan," as
amended by SFAS No. 118. According to SFAS No. 114, a loan is impaired when,
based on current information and events, it is probable that a creditor will
be unable to collect all amounts due according to the contractual terms of
the loan agreement. The Statement requires that impaired loans be measured
on a loan by loan basis by either the present value of expected future cash
flows discounted at the loan's effective interest rate, the loan's
observable market price, or the fair value of the collateral if the loan is
collateral dependent.

The Statement is applicable to all loans, except large groups of smaller
balance homogeneous loans that are collectively evaluated for impairment,
loans that are measured at fair value or at the lower of cost or fair value,
leases, and convertible or nonconvertible debentures and bonds and other
debt securities. The Company considers its residential real estate loans and
consumer loans that are not individually significant to be large groups of
smaller balance homogeneous loans.

Factors considered by management in determining impairment include payment
status, net worth and collateral value. An insignificant payment delay or an
insignificant shortfall in payment does not in itself result in the review
of a loan for impairment. The Company applies SFAS No. 114 on a loan-by-loan
basis. The Company does not apply SFAS No. 114 to aggregations of loans that
have risk characteristics in common with other impaired loans. Interest on a
loan is not generally accrued when the loan becomes ninety or more days
overdue. The Company may place a loan on nonaccrual status but not classify
it as impaired, if (i) it is probable that the Company will collect all
amounts due in accordance with the contractual terms of the loan or (ii) the
loan is an individually insignificant residential mortgage loan or consumer
loan. Impaired loans are charged-off when management believes that the
collectibility of the loan's principal is remote. Substantially all of the
Company's loans that have been identified as impaired have been measured by
the fair value of existing collateral.

The financial statement impact of adopting the provisions of this Statement
was not material.

Premises and Equipment:

Premises and equipment are stated at cost, less accumulated depreciation and
amortization. Cost and related allowances for depreciation and amortization
of premises and equipment retired or otherwise disposed of are removed from
the respective accounts with any gain or loss included in income or expense.
Depreciation and amortization are calculated principally on the straight-
line method over the estimated useful lives of the assets.

Goodwill:

Goodwill arising from the acquisition of Fairbank, Inc. is reported net of
accumulated amortization. Goodwill is being amortized on a straight-line
basis over a period of fifteen years.

Other Real Estate Owned and In-Substance Foreclosures:

Other real estate owned includes properties acquired through foreclosure and
properties classified as in-substance foreclosures in accordance with
Financial Accounting Standards Board Statement No. 15, "Accounting by
Debtors and Creditors for Troubled Debt Restructuring." These properties are
carried at the lower of cost or estimated fair value less estimated cost to
sell. Any writedown from cost to estimated fair value required at the time
of foreclosure or classification as in-substance foreclosure is charged to
the allowance for possible loan losses. Expenses incurred in connection with
maintaining these assets, subsequent writedowns and gains or losses
recognized upon sale are included in other expense.

In accordance with Statement of Financial Accounting Standards No. 114
"Accounting by Creditors for Impairment of a Loan," the Company classifies
loans as in-substance repossessed or foreclosed if the Company receives
physical possession of the debtor's assets regardless of whether formal
foreclosure proceedings take place.

Income Taxes:

The Company recognizes income taxes under the asset and liability method.
Under this method, deferred tax assets and liabilities are established for
the temporary differences between the accounting basis and the tax basis of
the Company's assets and liabilities at enacted tax rates expected to be in
effect when the amounts related to such temporary differences are realized
or settled.

Fair Values of Financial Instruments:

Statement of Financial Accounting Standards No. 107, "Disclosures about Fair
Value of Financial Instruments," requires that the Company disclose
estimated fair value for its financial instruments. Fair value methods and
assumptions used by the Company in estimating its fair value disclosures are
as follows:

Cash and cash equivalents: The carrying amounts reported in the balance
sheet for cash and federal funds sold approximate those assets' fair values.
Securities (including mortgage-backed securities): Fair values for
securities are based on quoted market prices, where available. If quoted
market prices are not available, fair values are based on quoted market
prices of comparable instruments.

Loans receivable: For variable-rate loans that reprice frequently and with
no significant change in credit risk, fair values are based on carrying
values. The fair values for other loans are estimated using discounted cash
flow analyses, using interest rates currently being offered for loans with
similar terms to borrowers of similar credit quality. The carrying amount of
accrued interest approximates its fair value.

Deposit liabilities: The fair values disclosed for demand deposits (e.g.,
interest and non-interest checking, passbook savings, and money market
accounts) are, by definition, equal to the amount payable on demand at the
reporting date (i.e., their carrying amounts). Fair values for fixed-rate
certificates of deposit are estimated using a discounted cash flow
calculation that applies interest rates currently being offered on
certificates to a schedule of aggregated expected monthly maturities on time
deposits.

Off-balance sheet instruments: The fair value of commitments to originate
loans is estimated using the fees currently charged to enter similar
agreements, taking into account the remaining terms of the agreements and
the present creditworthiness of the counterparties. For fixed-rate loan
commitments and the unadvanced portion of loans, fair value also considers
the difference between current levels of interest rates and the committed
rates. The fair value of letters of credit is based on fees currently
charged for similar agreements or on the estimated cost to terminate them or
otherwise settle the obligation with the counterparties at the reporting
date.

NOTE 3 - Acquisition of Fairbank, Inc.

On August 23, 1996 the Company effected its acquisition of Fairbank, Inc., a
Massachusetts corporation, and its wholly owned subsidiary, the National
Bank of Fairhaven, through the Company's wholly owned subsidiary, Slade's
Ferry Trust Company. The acquisition was accomplished by the payment by
Slade's Ferry Trust Company of $8,575,284 in cash from its capital funds for
all of the outstanding shares of the common stock of Fairbank, Inc. As a
result of the acquisition, Fairbank, Inc. was dissolved, and the National
Bank of Fairhaven was merged into Slade's Ferry Trust Company. The National
Bank of Fairhaven's two banking offices in Fairhaven and New Bedford,
Massachusetts have become branches of Slade's Ferry Trust Company.

The acquisition has been accounted for as a purchase, and the results of
operations of Fairbank, Inc. since the date of the acquisition are included
in the  consolidated financial statements. Goodwill reflected by the
purchase accounting amounted to $3,405,368 and is being amortized over 15
years on a straight-line basis.

The following summary, prepared on an unaudited pro forma basis presents the
results of operations as though the Company and Fairbank, Inc. had been
merged as of the beginning of the years ended December 31:

<TABLE>
<CAPTION>

                                                        1996         1995
-----------------------------------------------------------------------------
<S>                                                  <C>          <C>
Net interest income after provision for loan losses  $12,077,046  $11,023,354
Noninterest income                                     1,349,224    1,375,517
-----------------------------------------------------------------------------
  Total                                               13,426,270   12,398,871
Noninterest expense                                    9,251,100    9,376,107
-----------------------------------------------------------------------------
 Income before income taxes                            4,175,170    3,022,764
Income taxes                                           1,543,200    1,034,117
-----------------------------------------------------------------------------
 Net income                                          $ 2,631,970  $ 1,988,647
=============================================================================

</TABLE>

The pro forma results are not necessarily indicative of what actually would
have occurred if the acquisition had been in effect for the entire years of
1996 and 1995. In addition, they are not intended to be a projection of
future results and do not reflect any effects that might be achieved from
combined operations.

NOTE 4 - Securities

Debt and equity securities have been classified in the consolidated balance
sheets according to management's intent. The carrying amount of securities
and their approximate fair values are as follows as of December 31:

<TABLE>
<CAPTION>

                                                                        Gross       Gross
                                                                      Unrealized  Unrealized
                                                          Amortized    Holding     Holding
                                                         Cost Basis     Gains      Losses     Fair Value
---------------------------------------------------------------------------------------------------------
<S>                                                      <C>           <C>         <C>        <C>
Available-for-sale securities:
  December 31, 1996:
  Debt securities issued by the U.S. Treasury and other
   U.S. government corporations and agencies             $32,792,636   $ 80,150    $281,010   $32,591,776
  Mortgage-backed securities                               2,469,385         90      38,367     2,431,108
  Asset-backed securities                                    245,806                    377       245,429
  Marketable equity securities                             1,775,288    267,778      56,216     1,986,850
---------------------------------------------------------------------------------------------------------
                                                         $37,283,115   $348,018    $375,970   $37,255,163
=========================================================================================================

  December 31, 1995:
  Debt securities issued by the U.S. Treasury and other
   U.S. government corporations and agencies             $31,677,986   $223,943    $208,952   $31,692,977
  Mortgage-backed securities                               3,618,195        635      59,880     3,558,950
  Marketable equity securities                             1,397,077    139,708      58,052     1,478,733
---------------------------------------------------------------------------------------------------------
                                                         $36,693,258   $364,286    $326,884   $36,730,660
=========================================================================================================

Held-to-maturity securities:
  December 31, 1996:
  Debt securities issued by the U.S. Treasury and other
   U.S. government corporations and agencies             $13,192,933   $ 30,164    $  7,784   $13,215,313
  Debt securities issued by states of the United States
   and political subdivisions of the states                6,130,922     37,952      67,043     6,101,831
  Mortgage-backed securities                                 256,823                 35,178       221,645
  Debt securities issued by foreign governments                6,000         28           6         6,022
---------------------------------------------------------------------------------------------------------
                                                         $19,586,678   $ 68,144    $110,011   $19,544,811
=========================================================================================================

  December 31, 1995:
  Debt securities issued by the U.S. Treasury and other
   U.S. government corporations and agencies             $15,689,916   $120,219    $  4,684   $15,805,451
  Debt securities issued by states of the United States
   and political subdivisions of the states                6,024,170     78,856      57,191     6,045,835
  Mortgage-backed seurities                                   16,596        650                    17,246
  Other debt securities                                        5,000                     14         4,986
---------------------------------------------------------------------------------------------------------
                                                         $21,735,682   $199,725    $ 61,889   $21,873,518
=========================================================================================================

</TABLE>

The scheduled maturities of held-to-maturity securities and available-for-
sale securities (other than equity securities) were as follows as of
December 31, 1996:

<TABLE>
<CAPTION>
                                                     Held-to-maturity         Available-for sale
                                                       securities:                securities:
---------------------------------------------------------------------------------------------------
 Debt securities other than mortgage-backed and  Amortized       Fair      Amortized
 asset backed securities:                        Cost Basis      Value     Cost Basis    Fair Value
---------------------------------------------------------------------------------------------------
   <S>                                           <C>          <C>          <C>          <C>
   Due within one year                           $ 5,388,826  $ 5,391,093  $ 2,706,964  $ 2,710,895
   Due after one year through five years           7,893,486    7,932,429   18,707,201   18,576,185
   Due after five years through ten years          5,901,726    5,853,535   10,379,096   10,304,568
   Due after ten years                               145,817      146,109      999,375    1,000,128
Mortgage-backed securities                           256,823      221,645    2,469,385    2,431,108
Asset-backed securities                                                        245,806      245,429
---------------------------------------------------------------------------------------------------
                                                 $19,586,678  $19,544,811  $35,507,827  $35,268,313
===================================================================================================

</TABLE>

During 1996, proceeds from sales of available-for-sale securities amounted
to $661,644. Gross realized gains and gross realized losses on those sales
amounted to $117,911 and $5,280, respectively. During 1995, proceeds from
sales of available-for-sale securities amounted to $1,677,568. Gross
realized gains and gross realized losses on those sales amounted to $125,954
and $61,144, respectively. During 1994, proceeds from sales of available-
for-sale securities amounted to $8,667,688. Gross realized gains and gross
realized losses on those sales amounted to $56,751 and $21,684,
respectively.

There were no securities of issuers whose aggregate carrying amount exceeded
10% of stockholders' equity as of December 31, 1996.

A total par value of $8,685,000 and $4,200,000 of debt securities was
pledged to secure treasury tax and loan, trust department and public funds
on deposit and the loan from Fleet National Bank as of December 31, 1996 and
1995, respectively.

NOTE 5 - Loans

Loans consisted of the following as of December 31:

<TABLE>
<CAPTION>
                                                     1996           1995
-----------------------------------------------------------------------------

<S>                                              <C>            <C>
Commercial, financial and agricultural           $ 31,243,643   $ 16,746,853
Real estate - construction and land development     6,891,200      6,864,969
Real estate - residential                          59,499,876     50,476,627
Real estate - commercial                           94,545,028     70,749,115
Consumer                                            6,681,825      6,148,518
Obligations of states and political subdivisions       16,044         22,716
Other                                                 108,596         85,472
-----------------------------------------------------------------------------
                                                  198,986,212    151,094,270
Allowance for possible loan losses                 (3,354,311)    (2,497,774)
Unearned income                                      (642,906)      (527,081)
Unamortized adjustment to fair value                  (54,150)
-----------------------------------------------------------------------------
Net loans, carrying amount                       $194,934,845   $148,069,415
=============================================================================

</TABLE>

Certain directors and executive officers of the Company and companies in
which they have significant ownership interest were customers of the Bank
during 1996. Total loans to such persons and their companies amounted to
$4,159,857 as of December 31, 1996. During the year ended December 31, 1996,
$2,070,473 of new loans were made and repayments totaled $2,670,582.

Changes in the allowance for possible loan losses were as follows for the
years ended December 31:

<TABLE>
<CAPTION>

                                                                           1996         1995         1994
------------------------------------------------------------------------------------------------------------
<S>                                                                     <C>          <C>          <C>
Balance at beginning of period                                          $2,497,774   $2,305,860   $1,953,863
Loans charged off                                                         (439,229)    (396,639)    (361,811)
Provision for loans losses                                                 400,000      550,000      645,000
Recoveries of loans previously charged off                                 439,788       38,553       68,808
Transfer of Fairbank, Inc.'s allowance to Slade's Ferry Trust Company  	   455,978
-------------------------------------------------------------------------------------------------------------
Balance at end of period                                                $3,354,311   $2,497,774   $2,305,860
=============================================================================================================

</TABLE>

Information about loans that meet the definition of an impaired loan in
Statement of Financial Accounting Standards No. 114 is as follows as of
December 31:

<TABLE>
<CAPTION>
                                                                                           1996                     1995
                                                                                 ------------------------------------------------
                                                                                   Recorded    Related      Recorded    Related
                                                                                  Investment  Allowance    Investment  Allowance
                                                                                 In Impaired  For Credit  In Impaired  For Credit
                                                                                    Loans       Losses       Loans       Losses
---------------------------------------------------------------------------------------------------------------------------------
<S>                                                                              <C>           <C>        <C>           <C>
Loans for which there is a related allowance for credit losses                   $3,763,977    $838,290   $1,722,817    $455,036
Loans for which there is no related allowance for credit losses                   1,907,942                  417,638
---------------------------------------------------------------------------------------------------------------------------------
     Totals                                                                      $5,671,919    $838,290   $2,140,455    $455,036
=================================================================================================================================
Average recorded investment in impaired loans during the year ended December 31  $4,618,045               $2,772,395
=================================================================================================================================
Related amount of interest income recognized during the time, in the year
 ended December 31, that the loans were impaired
     Total recognized                                                            $  148,102               $        0
=================================================================================================================================
     Amount recognized using a cash-basis method of accounting                   $  148,102  		  $        0

</TABLE>

As of December 31, 1996, loans restructured in a troubled debt restructuring
before the effective date of SFAS No. 114 that are not impaired based on the
terms specified by the restructuring agreement totaled $376,797. The gross
interest income that would have been recorded in the year ended December 31,
1996 if such restructured loans had been current in accordance with their
original terms was $55,724. The amount of interest income on such
restructured loans that was included in net income for the year ended
December 31, 1996 was $46,651.

NOTE 6 - Premises and Equipment

The following is a summary of premises and equipment as of December 31:

<TABLE>
<CAPTION>

                              1996         1995
---------------------------------------------------

<S>                        <C>          <C>
Land                       $1,145,368   $  765,368
Buildings                   3,505,679    3,409,595
Furniture and equipment     2,559,912    1,771,935
Leasehold improvements      1,376,689      252,711
Renovations in process        323,481        6,807
---------------------------------------------------
                            8,911,129    6,206,416
Accumulated depreciation
and amortization           (2,940,255)  (2,506,362)
---------------------------------------------------
                           $5,970,874  $ 3,700,054
===================================================

</TABLE>

NOTE 7 - Deposits

The aggregate amount of time deposit accounts (including CD's), each with a
minimum denomination of $100,000, was approximately $21,473,151 and
$16,850,892 as of December 31, 1996 and 1995, respectively.

For time deposits as of December 31, 1996, the aggregate amount of
maturities for each of the following five years ended December 31, are:

<TABLE>

<S>                                          <C>
1997                                         $101,987,427
1998                                           22,267,236
1999                                            3,079,784
2000                                            1,139,361
2001                                               52,644
Less: Unamortized adjustment to fair value         (8,250)
----------------------------------------------------------
                                             $128,518,202
==========================================================

</TABLE>

NOTE 8 - Securities Sold Under Agreements to Repurchase

Securities sold under agreements to repurchase generally mature within one
to four days from the transaction date.

There were no agreements outstanding as of December 31, 1996 and 1995. There
were no securities sold under agreements to repurchase during 1996.

Information concerning securities sold under agreements to repurchase is
summarized as follows for the year ended December 31, 1995:

<TABLE>

<S>                                          <C>
Average balance during the year              $14,622
Average interest rate during the year           3.80%
Maximum month-end balance during the year    $     0

</TABLE>

NOTE 9 - Other Borrowed Funds

Other borrowed funds consist of treasury tax and loan deposits and generally
are repaid within one to 120 days from the transaction date.

NOTE 10 - Note Payable

Note payable consisted of the following as of December 31, 1996:

Note payable by the Bank to Fleet National Bank. The note payable was
assumed by the Bank in the acquisition of Fairbank, Inc. Minimum quarterly
principal payments of $25,000 are payable on the last business day of each
calendar quarter. The interest rate on the loan is 3 month LIBOR plus 1.2%
floating, which has been swapped to yield a 9.01% fixed rate. Interest
payments are due quarterly and the maturity of the loan is November 25,
1999. Collateral for the loan consists of U. S. Treasury or agency
securities owned by the Bank.

The maturity requirements of the note payable are as follows based on
minimum quarterly principal payments of $25,000 as described above as of
December 31, 1996:

<TABLE>

<S>                                         <C>
1997                                        $  100,000
1998                                           100,000
1999                                           850,000
Less: Unamortized adjustment to fair value      (7,374)
-------------------------------------------------------
                                            $1,042,626
=======================================================

</TABLE>

NOTE 11 - Income Taxes

The components of income tax expense are as follows for the years ended
December 31:

<TABLE>
<CAPTION>
                                1996         1995         1994
------------------------------------------------------------------
<S>                          <C>          <C>          <C>
Current:
 Federal                     $1,204,212   $  866,336   $  808,830
 State                          451,996      286,454      337,233
------------------------------------------------------------------
                              1,656,208    1,152,790    1,146,063
------------------------------------------------------------------

Deferred:
 Federal                        (51,722)    (105,334)    (182,336)
 State                          (40,485)     (41,684)     (76,077)
------------------------------------------------------------------
                                (92,207)    (147,018)    (258,413)
------------------------------------------------------------------
   Total income tax expense  $1,564,001   $1,005,772   $  887,650
==================================================================

</TABLE>

The reasons for the differences between the statutory federal income tax
rates and the effective tax rates are summarized as follows for the years
ended December 31:

<TABLE>
<CAPTION>

                                              1996    1995    1994
-------------------------------------------------------------------
                                              % of    % of    % of
                                             Income  Income  Income
-------------------------------------------------------------------

<S>                                          <C>     <C>     <C>
Federal income tax at statuary rate          34.0%   34.0%   34.0%
Increase (decrease) in tax resulting from:
  Tax-exempt income                          (2.3)   (2.9)   (4.0)
  Dividends received deduction                (.3)    (.3)    (.3)
  Unallowable expenses                         .6     1.0      .7
  Amortization of goodwill                     .8
State tax, net of federal tax benefit         6.9     6.1     7.3
------------------------------------------------------------------
                                             39.7%   37.9%   37.7%
==================================================================

</TABLE>

The Company has gross deferred tax assets and gross deferred tax liabilities
as follows as of December 31:

<TABLE>
<CAPTION>
                                                                   1996         1995
----------------------------------------------------------------------------------------
<S>                                                             <C>          <C>
Deferred tax assets:
  Operating loss carryover                                      $  342,442   $
  Allowance for loan losses                                      1,127,190      903,615
  Deferred loan fees                                               227,354      167,322
  Interest on non-performing loans                                 137,931       59,370
  Accrued employee benefits                                        118,464       72,931
  Other real estate owned valuation                                 43,246       93,604
  Other adjustments                                                  3,365          285
  Net unrealized holding loss on available-for-sale securities      25,324
----------------------------------------------------------------------------------------
    Gross deferred tax assets                                    2,025,316    1,297,127
========================================================================================
Deferred tax liabilities:
  Accelerated depreciation                                        (223,344)     (38,713)
  Prepaid pensions                                                 (53,531)     (19,196)
  Discount accretion                                                (2,334)      (5,480)
  Net unrealized holding gain on available-for-sale securities                   (4,380)
----------------------------------------------------------------------------------------
    Gross deferred tax liabilities                                (279,209)     (67,769)
----------------------------------------------------------------------------------------
Net deferred tax assets                                         $1,746,107   $1,229,358
========================================================================================

</TABLE>

Deferred tax assets of December 31, 1996 and 1995 have not been reduced by a
valuation allowance because management believes that it is more likely than
not that the full amount of deferred tax assets will be realized.

As of December 31, 1996, the Company had approximately $1,007,000 in
operating loss carryovers for tax purposes which expire in 2006.

NOTE 12 - Employee Benefits

The Company has a defined benefit pension plan (plan) covering substantially
all of its full time employees who meet certain eligibility requirements.
Employees are eligible under the plan upon attaining age 21 and completing
one year of service. The benefits paid are based on 1.5% of total salary
plus .5% of compensation in excess of integration level per year of service.
The integration level is the first $750 of monthly compensation. The accrued
benefit is based on years of service.

The following table sets forth the funded status of the plan and amounts
recognized in the Company's consolidated balance sheet as of December 31:

<TABLE>
<CAPTION>
                                                                1996          1995
--------------------------------------------------------------------------------------
<S>                                                           <C>         <C>
Actuarial present value of benefit obligations:
  Accumulated benefit obligation (including vested
   benefits of $532,732 and $1,763,760, respectively)         $ 536,848   $ 1,779,565
======================================================================================
Projected benefit obligation for services rendered to date    $(875,343)  $(2,229,379)

Plan assets at fair value, primarily invested in
 corporate stocks, U.S. government securities and
 cash and cash equivalents                                      916,360     1,755,659
--------------------------------------------------------------------------------------
Plan assets greater (less) than projected benefit obligation     41,017      (473,720)

Unrecognized net gain from past experience different from
 that assumed and effect of changes in assumptions              318,010       376,735

Unrecognized prior service cost                                (365,736)

Unrecognized net obligation from 1988 transition date being
 amortized over 25.78 years                                     134,407       142,414

Adjustment required to recognize minimum liability                            (69,335)
--------------------------------------------------------------------------------------
Prepaid (accrued) pension cost included on the balance sheet  $ 127,698   $   (23,906)
======================================================================================

</TABLE>

Net periodic pension cost included the following components for the years
ended December 31:

<TABLE>
<CAPTION>

                                                  1996        1995       1994
--------------------------------------------------------------------------------
<S>                                             <C>        <C>         <C>
Service cost-benefits earned during the period  $ 92,434   $ 115,008   $123,477
Interest cost on projected benefit obligation     65,745     171,702    147,203
Actual return on plan assets                     (70,423)   (176,649)   (91,589)
Net amortization and deferral                     (5,699)     59,332    (36,822)
--------------------------------------------------------------------------------
Net periodic pension cost                       $ 82,057   $ 169,393   $142,269
================================================================================

</TABLE>

The weighted-average discount rate and rate of increase in future
compensation levels used in determining the actuarial present value of the
projected benefit obligation were 8.5% and 2.0%, respectively for 1996 and
8.59% and 4.0%, respectively for 1995. The expected long-term rate of return
on assets was 8.5%.

The Bank has a 401K plan for eligible employees who attain age 21 and
complete one year of service. The Bank contributes a discretionary amount to
be allocated to eligible participants. Current contributions vest fully
after seven years of continuous service. The amount that may be deferred by
the employees is limited by the amount that will not cause the plan to
exceed IRS limitations. Contributions made by the Bank charged to employee
benefit expense amounted to $7,000, $6,000 and $11,842 for the years ended
December 31, 1996, 1995 and 1994, respectively.

NOTE 13 - Commitments and Contingent Liabilities

The Company is obligated under certain agreements issued during the normal
course of business which are not reflected in the accompanying financial
statements.

The Company is obligated under various lease agreements covering branch
offices and equipment. These agreements are considered to be operating
leases. The total minimum rental due in future periods under these
agreements is as follows as of December 31, 1996:

<TABLE>

<S>                             <C>
1997                            $ 46,662
1998                              46,662
1999                              46,662
2000                              46,662
2001                              46,662
Thereafter                       268,464
----------------------------------------
Total minimum lease payments    $501,774
========================================

</TABLE>

Certain leases contain provisions for escalation of minimum lease payments
contingent upon increases in real estate taxes and percentage increases in
the consumer price index. The total rental expense amounted to $66,223 for
1996, $46,592 for 1995 and $46,788 for 1994.

NOTE 14 - Financial Instruments

The Company is party to financial instruments with off-balance sheet risk in
the normal course of business to meet the financing needs of its customers.
These financial instruments include commitments to originate loans, standby
letters of credit and unadvanced funds on loans. The instruments involve, to
varying degrees, elements of credit risk in excess of the amount recognized
in the balance sheets. The contract amounts of those instruments reflect the
extent of involvement the Company has in particular classes of financial
instruments.

The Company's exposure to credit loss in the event of nonperformance by the
other party to the financial instrument for loan commitments and standby
letters of credit is represented by the contractual amounts of those
instruments. The Company uses the same credit policies in making commitments
and conditional obligations as it does for on-balance sheet instruments.

Commitments to originate loans are agreements to lend to a customer provided
there is no violation of any condition established in the contract.
Commitments generally have fixed expiration dates or other termination
clauses and may require payment of a fee. Since many of the commitments are
expected to expire without being drawn upon, the total commitment amounts do
not necessarily represent future cash requirements. The Company evaluates
each customer's creditworthiness on a case-by-case basis. The amount of
collateral obtained, if deemed necessary by the Company upon extension of
credit, is based on management's credit evaluation of the borrower.
Collateral held varies, but may include secured interests in mortgages,
accounts receivable, inventory, property, plant and equipment and income-
producing properties.

Standby letters of credit are conditional commitments issued by the Company
to guarantee the performance by a customer to a third party. The credit risk
involved in issuing letters of credit is essentially the same as that
involved in extending loan facilities to customers. Of the total standby
letters of credit outstanding as of December 31, 1996, $249,080 are secured
by certificates of deposit and savings accounts held at the Company.

The estimated fair values of the Company's financial instruments, all of
which are held or issued for purposes other than trading, are as follows as
of December 31:

<TABLE>
<CAPTION>

                                                               1996                           1995
----------------------------------------------------------------------------------------------------------------
                                                   Carrying Amount   Fair Value    Carrying Amount   Fair Value
----------------------------------------------------------------------------------------------------------------
<S>                                                  <C>            <C>              <C>            <C>
Financial assets:
  Cash and cash equivalents                          $ 24,128,724   $ 24,128,724     $ 18,539,970   $ 18,539,970
  Interest bearing time deposits with other banks         149,598        149,598          100,000        100,000
  Available-for-sale securities                        37,255,163     37,255,163       36,730,660     36,730,660
  Held-to-maturity securities                          19,586,678     19,544,811       21,735,682     21,873,518
  Federal Home Loan Bank stock                            890,600        890,600          290,700        290,700
  Loans                                               194,934,845    195,498,000      148,069,415    147,912,000
  Accrued interest receivable                           1,853,783      1,853,783        1,820,323      1,820,323

Financial liabilities:
  Note Payable                                          1,042,626      1,047,220
  Other borrowed funds                                  1,200,000      1,200,000          741,773        741,773
  Deposits                                            267,791,009    268,344,000      214,220,689    215,275,219

</TABLE>

The carrying amounts of financial instruments shown in the above table are
included in the consolidated balance sheet under the indicated captions.
Accounting policies related to financial instruments are described in Note
2.

Off-balance-sheet liabilities

<TABLE>
<CAPTION>

                                                                     1996         1995
------------------------------------------------------------------------------------------
                                                                   Notional     Notional
                                                                    Amount       Amount
------------------------------------------------------------------------------------------
<S>                                                               <C>          <C>
Commitments to originate loans                                    $ 9,402,290  $ 5,853,200
Standby letters of credit                                           1,176,936    1,149,131
Unadvanced portions of loans:
  Consumer loans (including credit card loans and student loans)    2,805,679    2,475,100
  Commercial real estate loans                                        223,000      100,000
  Home equity loans                                                 1,755,198    1,764,547
  Commercial lines of credit                                        9,744,425    9,011,561
  Construction loans                                                1,641,700    1,519,885
------------------------------------------------------------------------------------------
                                                                  $26,749,228  $21,873,424
==========================================================================================

</TABLE>

There is no material difference between the notional amount and the
estimated fair value of loan commitments and unadvanced portions of loans.
The fair value of letters of credit approximates the notional value.

The Company has no derivative financial instruments subject to the
provisions of SFAS No. 119 "Disclosure About Derivative Financial
Instruments and Fair Value of Financial Instruments." other than the
interest rate swap described in Note 9.

NOTE 15 - Significant Group Concentrations of Credit Risk

Most of the Company's business activity is with customers located within the
state. There are no concentrations of credit to borrowers that have similar
economic characteristics. The majority of the Company's loan portfolio is
comprised of loans collateralized by real estate located in the state of
Massachusetts.

NOTE 16 - Earnings per Share

Earnings per share for 1996, 1995 and 1994 were calculated using the
weighted average number of shares outstanding during those periods. For
1996, 1995 and 1994 earnings per share calculations the weighted average
number of shares outstanding were 2,764,887, 2,738,250 and 2,587,816,
respectively. The weighted average number of shares are adjusted to reflect
the effect of a 5% stock dividend issued in January 1996. Earnings per share
previously reported in the 1995 annual report for the year ended December
31, 1995 were reduced by $.03 and by $.03 for the year ended December 31,
1994. Dividends declared previously reported in the 1995 annual report have
been restated to reflect the stock dividend.

NOTE 17 - Regulatory Matters

The Company and its subsidiary the Bank are subject to various regulatory
capital requirements administered by the federal banking agencies. Failure
to meet minimum capital requirements can initiate certain mandatory - and
possibly additional discretionary - actions by regulators that, if
undertaken, could have a direct material effect on the Company's and the
Bank's financial statements. Under capital  adequacy guidelines and the
regulatory framework for prompt corrective action, the Company and the Bank
must meet specific capital guidelines that involve quantitative measures of
their assets, liabilities, and certain off-balance-sheet items as calculated
under regulatory accounting practices. Their capital amounts and
classification are also subject to qualitative judgments by the regulators
about components, risk weightings and other factors.

Quantitative measures established by regulation to ensure capital adequacy
require the Company and the Bank to maintain minimum amounts and ratios (set
forth in the table below) of total and Tier I capital (as defined in the
regulations) to risk-weighted assets (as defined), and of Tier I capital (as
defined) to average assets (as defined). Management believes, as of December
31, 1996, that the Company and the Bank meet all capital adequacy
requirements to which they are subject.

As of December 31, 1996, the most recent notification from the Federal
Deposit Insurance Corporation categorized the Bank as adequately capitalized
under the regulatory framework for prompt corrective action. To be
categorized as adequately capitalized the Bank must maintain minimum total
risk-based, Tier I risk-based and Tier I leverage ratios as set forth in the
table. There are no conditions or events since that notification that
management believes have changed the Bank's category.

The Company's and the Bank's actual capital amounts and ratios are also
presented in the table.

<TABLE>
<CAPTION>
                                                                                     To Be Well
                                                                                 Capitalized Under
                                                                 For Capital     Prompt Corrective
                                                Actual       Adequacy Purposes:  Action Provisions:
                                            -------------------------------------------------------
(Dollar Amounts in Thousands)               Amount   Ratio     Amount   Ratio      Amount   Ratio
---------------------------------------------------------------------------------------------------
<S>                                         <C>       <C>     <C>       <C>        <C>      <C>
As of December 31, 1996:
  Total Capital (to Risk Weighted Assets):
  Consolidated                              $19,044   9.56%   $15,938   >=8%           N/A
  Slade's Ferry Trust Company                18,935   9.51     15,934   >=8        $19,918  >=10%
  Tier 1 Capital (to Risk Weighted Assets):
  Consolidated                               16,543   8.27      8,003   >=4            N/A
  Slade's Ferry Trust Company                16,435   8.22      8,001   >=4         12,002  >=6
  Tier 1 Capital (to Average Assets);
  Consolidated                               16,543   5.70     11,617   >=4            N/A
  Slade's Ferry Trust Company                16,435   5.66     11,615   >=4         14,519  >=5

As of December 31, 1995:
  Total Capital (to Risk Weighted Assets):
  Consolidated                              $19,704  12.95%   $12,174   >=8%           N/A
  Slade's Ferry Trust Company                19,626  12.90     12,172   >=8        $15,215  >=10%
  Tier 1 Capital (to Risk Weighted Assets):
  Consolidated                               17,794  11.65      6,111   >=4          N/A
  Slade's Ferry Trust Company                17,717  11.60      6,109   >=4        9,164  >=6
  Tier 1 Capital (to Average Assets);
  Consolidated                               17,794   7.57      9,407   >=4          N/A
  Slade's Ferry Trust Company                17,717   7.54      9,405   >=4       11,756  >=5

</TABLE>

The declaration of cash dividends is dependent on a number of factors,
including regulatory limitations, and the Company's operating results and
financial condition. The stockholders of the Company will be entitled to
dividends only when, and if, declared by the Company's Board of Directors
out of funds legally available therefore. Under the Massachusetts Business
Corporation Law, a dividend may not be declared if the corporation is
insolvent or if the declaration of the dividend would render the corporation
insolvent. The declaration of future dividends, whether by the Board of
Directors of the Company or the Bank, will be subject to favorable operating
results, financial conditions, tax considerations, and other factors.

As of December 31, 1996 the Company would be restricted from declaring
dividends in an amount greater than $16,543,000 as such declaration would
render the corporation insolvent. As of December 31, 1996 the Bank would be
restricted from declaring dividends in an amount greater than approximately
$3,001,000 as such declaration would decrease capital below the Bank's
required minimum level of regulatory capital.

NOTE 18 - Stock Option Plan

At the 1996 annual meeting stockholders approved a 1996 stock option plan
(Plan). The Plan is not in effect and will not be until enacted by the Board
of Directors. Management of the Company expects the Board to enact the Plan
in March of 1997. A summary of the Plan, as approved by stockholders, is as
follows.

The Plan is divided into two separate equity incentive programs, a
Discretionary Grant Program and an Automatic Grant Program. The maximum
number of shares of common stock issuable over the term of the Plan may not
exceed 250,000 shares and the maximum aggregate number of shares issuable
under both programs in any plan year may not exceed 50,000 shares. Unless
sooner terminated by the Board, the Plan will in all events terminate on
March 11, 2000.

Under the Discretionary Grant Program, key employees, including officers,
may be granted incentive stock options to purchase shares of common stock.
The option exercise price per share may not be less than one hundred percent
of the fair market value of common stock at grant date and generally become
exercisable in periodic installments over the optionee's period of service.
Two types of stock appreciation rights are authorized for issuance: (1)
tandem rights, which require the option holder to elect between the exercise
of the underlying option for shares of common stock and the surrender of
such option for appreciation distribution and (2) limited rights, which are
automatically exercised upon the occurance of a hostile takeover.

Eligibility for participation in the Automatic Grant Program is limited to
non-employee directors of the Company or its subsidiary who have completed
three full years of service as directors. Under the Automatic Grant Program
a nonstatutory option for 2,000 shares of common stock shall be granted each
plan year to eligible directors. The exercise price per share will be equal
to one hundred percent of the fair market value per share of common stock at
grant date, each option will have a maximum five year term, will be
immediately exercisable and the shares subject to each 2,000 share grant
will vest in three equal annual installments over the grantee's period of
Board service.

NOTE 19 - Litigation

The Bank is a defendant in a liability action arising out of an alleged
breach of contract with a previous employee of National Bank of Fairhaven.
Given the early state of discovery, counsel for the Company is unable to
assign a dollar figure to the risk of loss pertaining to this matter and
hence, no accrued expense has been reflected in the consolidated financial
statements. The demand by the plaintiff is $550,000 to settle the case.

NOTE 20 - Reclassification

Certain amounts in the prior years have been reclassified to be consistent
with the current year's statement presentation.

NOTE 21 - Parent Company only Financial Statements

The following financial statements are for Slade's Ferry Bancorp (Parent
Company Only) and should be read in conjunction with the consolidated
financial statements of Slade's Ferry Bancorp and Subsidiary.

              SLADE'S FERRY BANCORP (FORMERLY WEETAMOE BANCORP)
                             PARENT COMPANY ONLY

Financial Statements
Balance Sheets

<TABLE>
<CAPTION>
                                                                                December 31,
                                                                             1996          1995
--------------------------------------------------------------------------------------------------
<S>                                                                      <C>           <C>
Assets
Cash                                                                     $   180,607   $   153,425
Investment in subsidiary, Slade's Ferry Trust Company                     19,740,124    17,749,851
Premises and equipment                                                         4,448        15,125
Other assets                                                                  37,713        17,050
--------------------------------------------------------------------------------------------------
                                                                         $19,962,892   $17,935,451
==================================================================================================

Liabilities and Stockholders' Equity
Other liabilities                                                        $   115,567   $   108,726
--------------------------------------------------------------------------------------------------
    Total liabilities                                                        115,567       108,726
--------------------------------------------------------------------------------------------------
Stockholders' equity:
  Common stock, par value $.01 per share; authorized 5,000,000 shares;
   issued and outstanding 2,789,142.3 shares in 1996 and 2,617,180.7
   shares in 1995                                                             27,891        26,172
  Paid-in capital                                                         14,607,299    13,136,923
  Retained earnings                                                        5,214,763     4,630,608
  Net unrealized holding gain (loss) on available-for-sale securities         (2,628)       33,022
--------------------------------------------------------------------------------------------------
    Total stockholders' equity                                            19,847,325    17,826,725
--------------------------------------------------------------------------------------------------
                                                                         $19,962,892   $17,935,451
==================================================================================================

</TABLE>

Statements of Income

<TABLE>
<CAPTION>
                                                                         Years Ended December 31,
                                                                      1996         1995        1994
------------------------------------------------------------------------------------------------------
<S>                                                                <C>          <C>         <C>
Dividends from subsidiary                                          $  360,000   $  267,000  $   80,000
Interest income                                                         2,474        1,827       3,927
Management fee income from subsidiary                                 415,904      546,028     552,698
Other income                                                                                    11,500
------------------------------------------------------------------------------------------------------
    Total income                                                      778,378      814,855     648,125
------------------------------------------------------------------------------------------------------
Salaries and employee benefits                                        311,038      433,766     424,615
Equipment expense                                                      20,596       33,605      30,812
Other expense                                                          96,872       98,281      81,728
------------------------------------------------------------------------------------------------------
    Total expense                                                     428,506      565,652     537,155
======================================================================================================
Income before income taxes (benefit) and equity in undistributed
 net income of subsidiary                                             349,872      249,203     110,970
Income taxes (benefit)                                                 (2,400)      11,688      18,182
------------------------------------------------------------------------------------------------------
Income before equity in undistributed net income of subsidiary        352,272      237,515      92,788
Equity in undistributed net income of subsidiary                    2,025,923    1,408,072   1,374,453
------------------------------------------------------------------------------------------------------
    Net income                                                     $2,378,195   $1,645,587  $1,467,241
======================================================================================================

</TABLE>

Statements of Cash Flows
Years Ended December 31, 1996, 1995 and 1994

<TABLE>
<CAPTION>
                                                                                      1996         1995         1994
------------------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>          <C>          <C>
Cash flows from operating activities:
Net Income                                                                         $2,378,195   $1,645,587   $1,467,241

Adjustments to reconcile net income to net cash provided by operating activities:
  Gain on sale of fixed asset                                                                                   (11,500)
  Undistributed net income of subsidiary                                           (2,025,923)  (1,408,072)  (1,374,453)
  Amortization of organization cost                                                                  3,440       13,759
  Depreciation and amortization                                                        10,677       21,039       19,488
  Disposal of fixed assets                                                                          11,229
  Increase (decrease) in taxes payable                                                 (5,668)       1,659          301
  Increase in accrued expenses                                                            910          989          975
  (Increase) decrease in prepaid expenses                                                (210)      (1,394)         108
  Decrease in interest receivable                                                                                    14
  (Increase) decrease in other assets                                                 (14,785)       5,313          368
  Decrease in other liabilities                                                          (636)                   (1,966)
------------------------------------------------------------------------------------------------------------------------

  Net cash provided by operating activities                                           342,560      279,790      114,335
------------------------------------------------------------------------------------------------------------------------

Cash flows from investing activities:
  Proceeds from sale of fixed asset                                                                              11,500
  Capital expenditures                                                                                          (37,643)
------------------------------------------------------------------------------------------------------------------------
  Net cash used in investing activities                                                                         (26,143)
------------------------------------------------------------------------------------------------------------------------

Cash flows from financing activities:
  Fractional shares paid in cash                                                       (3,360)      (7,186)      (4,040)
  Dividends paid                                                                     (658,165)    (455,345)    (389,727)
  Proceeds from issuance of common stock                                              346,147      244,961      206,714
------------------------------------------------------------------------------------------------------------------------

  Net cash used in financing activities                                              (315,378)    (217,570)    (187,053)
------------------------------------------------------------------------------------------------------------------------

Net increase (decrease) in cash and cash equivalents                                   27,182       62,220      (98,861)
Cash and cash equivalents at beginning of year                                        153,425       91,205      190,066
------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of year                                           $  180,607   $  153,425   $   91,205
========================================================================================================================

Supplemental disclosure:
  Income taxes paid                                                                $    3,268   $   10,029   $   17,881

</TABLE>

The Parent Company Only Statements of Changes in Stockholders' Equity are
identical to the Consolidated Statements of Changes in Stockholders' Equity
for the years ended December 31, 1996, 1995 and 1994, and therefore are not
reprinted here.

                            SLADE'S FERRY BANCORP
                         (FORMERLY WEETAMOE BANCORP)

<TABLE>

<S>                                         <C>                                     <C>
Board of Directors                          James D. Carey                          Luisa DiManno
Slade's Ferry Bancorp -                     Executive Vice President                Assistant Treasurer
Slade's Ferry Trust Company
                                            Ralph S. Borges                         William E. Diskin
Thomas Almy                                 Treasurer                               Vice President
Architect - I.T. Almy Associates
                                            Executive Management                    Raymond L. Foster
James D. Carey                              Slade's Ferry Trust Company             Vice President
Executive Vice President of Bancorp
President of Bank                           James D. Carey                          Wayne M. Frost
Chief Executive Officer of Bank             President                               Senior Vice President
                                            Chief Executive Officer of Bank
Peter G. Collias, Esquire                                                           Suzanne M. Gamelin
Clerk/Secretary of Bancorp                  Ralph S. Borges                         Assistant Vice President
                                            Senior Vice President/Treasurer
Donald T. Corrigan                                                                  Joseph J. Ganem
Chairman of the Board of Bancorp            Susan R. Hajder                         Assistant Vice President
Chairman of the Board of Bank               Senior Vice President
                                                                                    Joseph Gesualdo
Edward S. Machado                           Charlene J. Jarest                      Vice President
Past President of Bank                      Vice President
                                                                                    Russell Godin
Francis A. Macomber                         Carol A. Martin                         Vice President
President - LeComtes All Star Dairy Inc.    Senior Vice President
                                                                                    Elaine M.   Guillemette
Majed Mouded MD                             Manuel J. Tavares                       Assistant Vice President
Physician                                   Senior Vice President
                                                                                    Raymond J. Harris
Peter Paskowski                             Officers                                Vice President
Past President of Bank                      Slade's Ferry Trust Company
                                                                                    Sandra Medeiros
Kenneth R. Rezendes                         James H. Amidon                         Assistant Treasurer
President of Bancorp                        Vice President
President - K.R. Rezendes, Inc.                                                     Charlotte Nadeau
                                            Isola A. Anctil                         Loan Operations Officer
Bernard T. Shuman                           Assistant Vice President
Past President/Treasurer                                                            Cecelia M. Machado
Priscilla Dress Corp.                       Cherie Ashton                           Vice President
                                            Assistant Treasurer
William J. Sullivan                                                                 Ann Padula
President - Sullivan Funeral Homes          Maria C. Barbosa                        Assistant Vice President
                                            Vice President
Charles Veloza                                                                      Jeannine Paliotti
President - Charlie's Oil Co., Inc.         Edward Bernardo Jr.                     Assistant Vice President
                                            Vice President
Officers                                                                            Janice R. Partridge
Slade's Ferry Bancorp                       Catherine Blakey                        Vice President
                                            Assistant Treasurer
Donald T. Corrigan                                                                  Fatima Raposa
Chairman of the Board                       Peter G. Collias                        Assistant Vice President
                                            Corporate Secretary
Kenneth R. Rezendes                                                                 Deborah A. Silvia
President                                   Daniel B. Costa                         Assistant Treasurer
                                            Assistant Treasurer
                                                                                    Mary M. Sullivan
                                            Sandra Curtis                           Assistant Vice President
 					                                      Compliance Auditor

</TABLE>

Corporate Headquarters
Slade's Ferry Bancorp
100 Slade's Ferry Avenue
Somerset, Massachusetts 02726
Tel. (508) 675-2121
Fax (508) 675-1751

Branch Locations

Fairhaven, MA
75 Huttleston Avenue

Fall River, MA
249 Linden Street
855 Brayton Avenue

New Bedford, MA
838 Pleasant Street

Seekonk, MA
1400 Fall River Avenue (Rte.6)

Somerset, MA
100 Slade's Ferry Avenue
2722 County Street
Somerset High School

Swansea, MA
Swansea Mall
2388 G.A.R. Highway



General Counsels
Atty. Peter G. Collias
84 North Main Street
Fall River, Massachusetts 02720
Tel. (508) 675-7894

Atty. Thomas H. Tucker
High Street Tower
125 High Street
Suite 2601
Boston, Massachusetts 02110
Tel. (617) 951-0047

Independent Certified Public Accountants
Shatswell, MacLeod and Company, P.C.
Certified Public Accountants
83 Pine Street
West Peabody, Massachusetts 01960
Tel. (508) 535-0206

Form 10-KSB
A copy of the Annual Report on Form 10-KSB for Slade's Ferry Bancorp as
filed with the Securities and Exchange Commission will be forwarded without
charge to any stockholder upon written request to:

Ralph S. Borges, Treasurer
Slade's Ferry Bancorp
100 Slade's Ferry Avenue
Somerset, MA 02726

Shareholder Services
Slade's Ferry Bancorp
100 Slade's Ferry Avenue
Somerset, Massachusetts 02726
Tel.(508) 675-2121

Annual Meeting
The Annual Meeting of Stockholders of
Slade's Ferry Bancorp will be held at
7:30 p.m. on April 14, 1997 at the
Venus de Milo Restaurant, 75 G.A.R. Highway, Swansea, Massachusetts.

Dividend Reinvestment Plan
The Plan provides for:
*  Reinvestment of all of the dividends
*  Voluntary cash contributions of up to
   $1,000 annually, minimum $100.
*  No service fees or commissions

Information may be obtained by contacting Shareholder Services at (508) 675-
2121


Corporate Headquarters   100 Slade's Ferry Avenue   Somerset, MA 02726
Tel. (508) 675-2121   Fax (508) 675-1751