SCHEDULE 14A
                     INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION

                    Proxy Statement Pursuant to Section 14(a)
                     of the Securities Exchange Act of 1934

                                 (Amendment No.)


Filed by the Registrant                       [X]
Filed by a party other than the Registrant    [ ]
Check the appropriate box:
   [ ]   Preliminary Proxy Statement
   [ ]   Confidential, for Use of the Commission Only (as permitted by Rule
         14a-6(e)(2))
   [X]   Definitive Proxy Statement
   [ ]   Definitive Additional Materials
   [ ]   Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

                           Slade's Ferry Bancorp.
- ------------------------------------------------------------------------------
              (Name of Registrant as Specified in Its Charter)


- ------------------------------------------------------------------------------
   (Name of Person(s) Filing Proxy Statement, if other than the Registrant)


   Payment of Filing Fee (Check the appropriate box):
   [x]   No fee required
   [ ]   Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
         0-11.
         (1)   Title of each class of securities to which transaction applies:

               ---------------------------------------------------------------
         (2)   Aggregate number of securities to which transaction applies:

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   [ ]   Fee paid previously with preliminary materials.
   [ ]   Check box if any part of the fee is offset as provided by Exchange Act
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previously.  Identify the previous filing by registration statement number, or
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                            Slade's Ferry Bancorp

                                  Notice Of

                       Annual Meeting of Stockholders

                                     And

                               Proxy Statement




                                    Date:
                            Monday, April 9, 2001

                                    Time:
                                  7:30 P.M.

                                   Place:
                          Venus de Milo Restaurant
                            75 Grand Army Highway
                              Swansea, MA 02777

- ------------------------------------------------------------------------------

                         YOUR VOTE IS VERY IMPORTANT

You are urged to exercise your right by indicating your choices on the
enclosed proxy card. Please date, sign, and promptly return your proxy card
in the enclosed postage-paid envelope. You may, nevertheless, vote in person
if you attend the meeting.


- ------------------------------------------------------------------------------

                                                                 March 7, 2001


Dear Stockholder,

      You are cordially invited to attend the Annual Meeting of the
Stockholders of Slade's Ferry Bancorp to be held on Monday, April 9, 2001 at
7:30 p.m. at the Venus de Milo Restaurant, 75 Grand Army Highway, Swansea,
Massachusetts, 02777.

      At the Annual Meeting we will review the activities of the past year
and you will be asked to vote upon (1) the election of five Class Three
Directors of the Corporation to serve for a three-year term, and (2) the
election of a Clerk/Secretary of the Corporation.

      It is very important that your shares be represented, whether or not
you are able to attend. You are urged to read the enclosed Proxy Statement
and the accompanying materials. Please sign and return the enclosed proxy in
the postage-paid envelope provided at your earliest convenience, regardless
of the number of shares you own. If you attend the Annual Meeting and wish
to vote in person, you may withdraw the Proxy upon oral request.

      Your Board of Directors recommends that you vote FOR the election of
James D. Carey, William Q. MacLean Jr., Francis A. Macomber, Majed Mouded
MD, and David F. Westgate as Class Three Directors for a term of three
years, and FOR the election of Peter G. Collias as Clerk/Secretary.

      Your Board of Directors has fixed the close of business on February
23, 2001 as the record date for the determination of stockholders entitled
to receive notice of and to vote at the Meeting and any adjournments
thereof.

      We look forward to seeing as many stockholders as possible at this
meeting.

                                       Sincerely,

                                       /s/ Donald T. Corrigan

                                       Donald T. Corrigan
                                       Chairman of the Board


SLADE'S FERRY BANCORP, 100 Slade's Ferry Avenue, Somerset, Massachusetts 02726
                   TEL (508)675-2121 *** FAX (508)675-1751


                            SLADE'S FERRY BANCORP
                          100 Slade's Ferry Avenue
                        Somerset, Massachusetts 02726
                                (508)675-2121

                  NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To the Holders of common stock of Slade's Ferry Bancorp

      NOTICE IS HEREBY GIVEN that the 2001 Annual Meeting of Stockholders of
Slade's Ferry Bancorp will be held at the Venus de Milo Restaurant, 75 Grand
Army Highway, Swansea, Massachusetts, on Monday, April 9, 2001 at 7:30 p.m.
local time (the "Meeting") for the following purposes, all as set forth in
the attached Proxy Statement.

      1.    To elect five Class Three Directors, each to hold office until
            the 2004 Annual Meeting of the Stockholders of Slade's Ferry
            Bancorp or special meeting of stockholders in lieu thereof, and
            until his or her successor is elected and qualified.

      2.    To elect a Clerk/Secretary of the Corporation to hold office
            until the next Annual Meeting of stockholders or special meeting
            of stockholders in lieu thereof, and until his or her successor
            is elected and qualified.

      3.    To consider and act with discretionary authority upon such
            business matters or proposals as may properly come before the
            Meeting and any adjournments thereof.

      Your Board of Directors has fixed the close of business on February
23, 2001 as the record date for the determination of stockholders entitled
to receive notice of and to vote at the Meeting and any adjournments
thereof.

      Your attention is called to the accompanying Proxy Statement.

                                       By Order of the Board of Directors,

                                       /s/ Peter G. Collias

                                       Peter G. Collias, Clerk/Secretary

Somerset, Massachusetts
March 7, 2001

      IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING
REGARDLESS OF THE NUMBER OF SHARES YOU MAY HOLD. PLEASE FILL IN, SIGN AND
DATE THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE
WHICH REQUIRES NO POSTAGE IF MAILED WITHIN THE UNITED STATES. IT IS
IMPORTANT THAT PROXIES BE MAILED PROMPTLY. IF YOU ATTEND THE MEETING, YOU
MAY WITHDRAW ANY PROXY GIVEN BY YOU AND VOTE YOUR SHARES IN PERSON.


                            SLADE'S FERRY BANCORP
                          100 Slade's Ferry Avenue
                        Somerset, Massachusetts 02726
                                (508)675-2121

                               PROXY STATEMENT
                                   FOR THE
                       ANNUAL MEETING OF STOCKHOLDERS
                                April 9, 2001

      Accompanying this Proxy Statement is a Notice of the Annual Meeting of
Stockholders of Slade's Ferry Bancorp to be held at the Venus de Milo
Restaurant, 75 Grand Army Highway, Swansea, Massachusetts, on Monday, April
9, 2001 at 7:30 p.m. local time. Also enclosed is a form of proxy for the
Meeting and any adjournment hereof. This Proxy Statement and the enclosed
form are furnished in connection with the solicitation of proxies by the
Board of Directors of the Corporation and are first being sent to
stockholders on or about March 8, 2001. The enclosed proxy is for the use of
holders of the Corporation's common stock, $.01 par value per share (the
"common stock"), of record at the close of business on February 23, 2001.
Shares cannot be voted at the Meeting unless the owner of record is present
to vote or is represented by proxy.

      The solicitation of proxies will be by mail except that further
solicitation may be made in writing, by person, or by telephone contact with
some stockholders after the original mailing. Such further solicitation will
be made by regular employees of the Corporation who will not be additionally
compensated therefor. All the costs incurred in connection with the
solicitation of proxies will be paid by the Corporation.

Date, Time and Place of Annual Meeting
- --------------------------------------
      The Annual Meeting of Stockholders will be held at the Venus de Milo
Restaurant, 75 Grand Army Highway, Swansea, Massachusetts, on Monday, April
9, 2001 at 7:30 p.m. local time.

Purpose of the Annual Meeting
- -----------------------------
      The purpose of the Meeting is: (1) the election of five Class Three
Directors of the Corporation to serve for a three-year term, (2) the
election of a Clerk/Secretary of the Corporation, and to consider and act
with discretionary authority upon such other business matters or proposals
as may properly come before the Meeting and any adjournments thereof.

Stockholders Entitled to Vote; Outstanding Shares
- -------------------------------------------------
      The Board of Directors has fixed the close of business on February 23,
2001 as the record date (the "Record Date") for the determination of
stockholders entitled to receive notice of, and to vote at, the Meeting or
any adjournments thereof. Only holders of record of the Corporation's common
stock at the close of business on the Record Date will be entitled to notice
of, and to vote at, the Meeting or any adjournments thereof. However, the
legal representative of a deceased stockholder is entitled to vote the
shares owned of record by such deceased stockholder.

      At the close of business on the Record Date, there were 3,806,806.845
shares of the Corporation's common stock issued and outstanding. Each
stockholder is entitled to one vote for each share owned and a proportionate
vote for a fractional share. As of such date, there were approximately 1,540
stockholders of record of the Corporation's common stock.

                          PROPOSALS OF STOCKHOLDERS
                          -------------------------

      Any proposals of stockholders intended to be presented at the next
Annual Meeting of Stockholders must be received by the Corporation at its
principal executive offices not later than November 9, 2001 for inclusion in
the Corporation's proxy statement and form of proxy relating to that
meeting. Any stockholder submitting such a proposal must be the record or
beneficial owner of at least $2,000 in market value of the Corporation's
common stock, have held such stock for at least one year and continue to own
such stock through the date on which the stockholders meeting is held. A
stockholder may submit no more than one proposal and an accompanying
statement of not more than 500 words for inclusion in the Corporation's
proxy materials. The Corporation assumes no responsibility for such a
proposal or the accompanying statement and may include an opposition
statement in the proxy statement if it so chooses. The Corporation may omit
proposals and any supportive statement under certain circumstances set forth
in SEC Rule 14a-8.

                              VOTING PROCEDURE
                              ----------------

      If you sign, date and return the enclosed proxy in time for the
Meeting, your shares will be voted (unless you otherwise instruct) on all
matters that may properly come before it. The proxy contains spaces in which
you may insert instructions as to how your shares are to be voted with
regard to each of the proposals. Your shares will be voted in accordance
with your instructions. If no instructions are specified, your shares will
be voted FOR the election as Directors of the nominees named herein, and FOR
the election as Clerk/Secretary of the nominee named herein.

      Your proxy may be revoked at any time before it is exercised. Any
stockholder attending the Meeting may vote in person even though he/she may
have previously filed a proxy. Your proxy may be revoked by written notice
to the Corporation prior to the Meeting or at the Meeting in person prior to
a vote.

      The presence, in person or by proxy, of at least a majority of the
total number of outstanding shares of common stock of the Corporation is
necessary to constitute a quorum for the transaction of business at the
Meeting. A quorum being present, the affirmative vote of a majority of the
shares present and voting, in person or by proxy, is necessary to approve
the election of the class of Directors to be elected, and the election of a
Clerk/Secretary of the Corporation. Abstentions are treated as negative
votes for purposes of determining whether a majority vote has been received.
Broker nonvotes are not considered to be represented by proxy and are not
taken into account.

      As of February 23, 2001, the Directors and Executive Officers of the
Corporation beneficially owned in the aggregate 837,010.756 (21.99%) of the
issued and outstanding shares of the Corporation's common stock which may be
voted at the Meeting.

                                PROPOSAL ONE
                      ELECTION OF CLASS THREE DIRECTORS

      The Bylaws of the Corporation provide that the Board of Directors must
consist of at least seven but not more than twenty-five members. All of the
Directors must own a certain minimum value of the Corporation's stock. The
Corporation's Directors are divided into three approximately equal classes
which serve staggered three-year terms such that only one class
(approximately one-third of the Directors) is elected each year.

      At the Meeting, stockholders of the Corporation are being asked to
elect five Class Three Directors of the Corporation to serve until the year
2004 Annual Meeting of Stockholders and until their successors are elected
or qualified.

      The names of the nominees for Class Three Directors and certain
information concerning them are set forth below. All of the nominees are
currently Directors of the Corporation and each has consented to serve if
elected. If any nominee shall become unavailable for any reason, the shares
represented by the enclosed Proxy will be voted in favor of such other
person as the Board of Directors of the Corporation may at the time
recommend. The table lists the name of each nominee, his age, period of
service as a director of the Corporation (and Slade's Ferry Bank), positions
with the Corporation (and Slade's Ferry Bank), principal occupation and
other directorships held.




                            Positions                    Director
                          With Bancorp                  of Bancorp
Name                        and Bank                  and Bank Since           Occupation
- ----                      ------------                --------------           ----------

                                                               
James D. Carey            President and Chief           05/09/1988      President/ Chief
311 Pearse Road           Executive Officer of                          Executive Officer of
Swansea, MA 02777         Bank; Executive Vice                          Bank
Age 58                    President of Corporation

William Q. MacLean Jr.    Director                      10/14/1997      Account Executive of
349 Dana Farm                                                           Sylvia Group; President,
Fairhaven, MA 02719                                                     MacLean Consulting
Age 66                                                                  Inc.

Francis A. Macomber       Director                      10/28/1980      President, Treasurer,
27 Cypress Road                                                         Director of LeComte's
Somerset, MA 02726                                                      Dairy of Somerset, Mass
Age 71

Majed Mouded, MD          Director                      01/11/1993      Physician/
111 Pontiac Road                                                        Endocrinologist
Somerset, MA 02726
Age 59

David F. Westgate         Director                      10/14/1997      President of
47 Water Street                                                         Quequechan
Mattapoisett, MA 02739                                                  Management Corp
Age 60


      The Board of Directors of the Corporation recommends that the
stockholders vote FOR the election of the five nominees as Directors of the
Corporation.

      The other current members of the Board of Directors, together with
their class and the year in which their term expires, who are not up for re-
election at this meeting, are as follows:




                              2002 - CLASS ONE

                                                                                         
Donald T. Corrigan    Lawrence J. Oliveira DDS    Peter Paskowski           Kenneth R. Rezendes      Charles Veloza
95 Captains Way       20 Holly Lane               113 Cusick Lane           Sammy's Lane             100 Plymouth Blvd.
Somerset, MA 02726    Mattapoisett, MA 02739      Somerset, MA 02726        Assonet, MA 02702        Westport, MA 02790



                              2003 - CLASS TWO

                                                                                         
Thomas B. Almy        Peter G. Collias            Melvyn A. Holland         Shaun O'Hearn Sr.        William J. Sullivan
958 Regan Road        254 French Street           16 Hidden Bay Drive       1567 Gardners Neck Rd    308 New Boston
Somerset, MA 02726    Fall River, MA 02720        So Dartmouth, MA 02748    Swansea, MA 02777        Fall River, MA 02720


         2000 MEETINGS AND STANDARD FEE ARRANGEMENTS OF THE BOARD OF
                    DIRECTORS AND COMMITTEES OF THE BOARD

      A regular meeting of the Board of Directors of the Bank is held each
month, Bancorp directors meetings are held quarterly and, when necessary,
special directors meetings are held. During 2000, the Board of Directors of
the Bank held twelve regular monthly meetings, five special meetings and
there were four quarterly Bancorp meetings. In addition to membership on the
Board, members may also serve on one or more standing committees or
subcommittees. The standing committees of the Company consist of the
Executive Committee, Audit Committee, and Compensation Committee. The
Executive Committee met twenty-eight times, and generally acts on most
matters between meetings of the regular board. Its members are Donald T.
Corrigan, Chairman, Thomas B. Almy, James D. Carey, William Q. MacLean Jr.,
Francis A. Macomber, Peter Paskowski, Kenneth R. Rezendes, and William J.
Sullivan. In the event of extended absences occurring on the Executive
Committee, other director(s) serve as temporary replacement(s).

      The Audit Committee is responsible for matters relating to accounting
policies, financial reporting, and internal control. It recommends the
selection of independent auditors, reviews the Audit Plan and results of the
independent audit, and reviews the audit function practices and findings of
the Internal Audit Department. The Audit Committee held four meetings during
the past year. Its members are Peter G. Collias, Chairman, Melvyn A.
Holland, Peter Paskowski, Charles Veloza, and David F. Westgate.

      The Compensation Committee reviews the compensation and benefits of
the executives and officers of the Corporation and the Bank and sets
salaries and bonuses subject to the approval of the Board of Directors. The
Compensation Committee held four meetings during the past year. Committee
members are Kenneth R. Rezendes, Chairman, James D. Carey, Donald T.
Corrigan, Francis A. Macomber, William J. Sullivan and David F. Westgate.
Mr. Carey is excluded from any discussions or decisions regarding Mr.
Carey's compensation. In addition, the members of the Compensation
Committee, exclusive of Mr. Carey, also serve on the Stock Option Plan
Committee.

      The subcommittees consist of the Community Reinvestment Act (CRA)
Committee, Budget Committee, Building Committee, Stock Option Committee,
Marketing Committee, Insurance Committee and the Investment Committee. The
Corporation does not have a Nominating Committee.

      The overall attendance at the regular meetings and special meetings
was 89%. All of the Directors attended at least 75% of the total meetings of
the Board of Directors and their assigned committees except for Mr. Veloza
and Mr. Corrigan who attended 73% and 74% respectively.

                              FEE ARRANGEMENTS

      Directors are paid $300.00 for each Board of Directors meeting
attended and $250.00 for each Bancorp meeting attended. In addition,
Executive Committee members are paid $300.00 for each Executive Committee
meeting attended. The Chairman of the Board and the President of the Bancorp
are paid $1,000.00 each for holding such positions. Members of all other
committees receive $250.00 per meeting attended, $250.00 for serving on such
committees, and the chairman of each committee receives $500.00 for chairing
such committees.

      Each non-employee director receives an automatic grant each year of an
option for 2,000 shares of the Company's common stock under the Automatic
Grant Program of the Company's 1996 Stock Option Plan, (the "Plan"). Options
granted under the Automatic Grant Program are subject to the terms and
conditions of the Plan and are exercisable immediately at a price per share
equal to the market price on the date of grant.

      Through the purchase of $1.6 Million of directors paid-up life
insurance policies in 1999, each insurable member of the Board of Directors
is provided a death benefit of $100,000 providing the member has served 10
years or more on the board, and $50,000 to members that have less than 10
years of service. The policy also provides a retirement benefit to members
of the Board for each year following the director's retirement.

      In addition, the Company, through its participation in the Employee
Group Term Life Insurance program, provides a death benefit of $50,000 life
insurance to each non-employee director up to age 65, then decreasing each
year thereafter to a base of $10,000 at age 75.

      In 1999, the directors, officers and certain employees each received
one (1) share of Slade's Ferry Preferred Capital Corporation (SFPCC) 8%
Cumulative Preferred Stock, stated value of $500 per share.

                             HONORARY DIRECTORS

      In addition to the Board of Directors, the Corporation also has
Honorary Directors. To serve as an Honorary Director, a person must be a
former director. Currently, one individual serves as Honorary Director. The
following table sets forth certain information about such Honorary Director.




                            Period Served     Honorary
                              as Regular      Director
Name                 Age       Director        as of
- ----                 ---    -------------     --------

                                              
Bernard T. Shuman    79     1959-Nov 1997*    Nov 1997    Past President-
                                                          Treasurer Priscilla
                                                          Dress Corp.

<FN>
*   Mr. Shuman voluntarily resigned as director in November 1997 and was
    appointed Honorary Director by the Board of Directors.
</FN>


                                PROPOSAL TWO
                         ELECTION OF CLERK/SECRETARY

      Under Massachusetts's law, the Clerk of the Corporation is to be
elected by the stockholders at an annual meeting or special meeting duly
called for that purpose. At the Meeting, the stockholders of the Corporation
are being asked to elect Attorney Peter G. Collias, the nominee proposed by
the Board of Directors, as Clerk/Secretary of the Corporation to serve until
the next Annual Meeting of Stockholders, or special meeting in lieu thereof,
and until his successor is elected and qualified.

      Mr. Collias is the principal in the law office of Peter G. Collias and
has been Clerk/Secretary of the Corporation since its inception and of
Slade's Ferry Bank since 1973.

      The Board of Directors of the Corporation recommends that the
stockholders vote FOR the election of Attorney Peter G. Collias as
Clerk/Secretary of the Corporation.

                      DIRECTORS AND EXECUTIVE OFFICERS

      The Corporation, as the holding company for Slade's Ferry Bank, has
the same Board of Directors as the Bank and its executive officers are some
of the same executive officers employed by the Bank. The following table
sets forth certain information about the directors and executive officers of
the Corporation and the Bank.




                                                 Bank and
                                    Director    Corporation
                                    of Bank        Term          Position or Office with
Name                         Age     Since        Expires      the Bank and the Corporation
- ----                         ---    --------    -----------    ----------------------------

                                                   
Thomas B. Almy               66       1964         2003

James D. Carey               58       1988         2001        President and Chief Executive Officer
                                                               of Bank; Executive Vice President of
                                                               Corporation

Peter G. Collias             69       1973         2003        Secretary and Clerk of Bank and of
                                                               Corporation

Donald T. Corrigan           70       1959         2002        Retired; Chairman of the Board of the Bank
                                                               and of Corporation

Melvyn A. Holland            63       1997         2003

William Q. MacLean Jr.       66       1997         2001

Francis A. Macomber          71       1980         2001

Majed Mouded, MD             59       1993         2001

Shaun O'Hearn Sr.            55       1997         2003

Lawrence J. Oliveira, DDS    56       1997         2002

Peter Paskowski              77       1971         2002        Retired; former President and
                                                               Executive Vice President Bank

Kenneth R. Rezendes          67       1978         2002        President and Chief Executive Officer
                                                               of Corporation

William J. Sullivan          61       1985         2003

Charles Veloza               75       1979         2002

David F. Westgate            60       1997         2001

Edward Bernardo Jr.          50       ----         ----        Vice President and Treasurer of Bank;
                                                               Treasurer of the Corporation

Susan R. Hajder              53       ----         ----        Senior Vice President and Operations
                                                               Officer of Bank

Charlene J. Jarest           50       ----         ----        Vice President/Corporate Services
                                                               of Bank

Carol A. Martin              55       ----         ----        Senior Vice President/Branch
                                                               Administrator of Bank

Manuel J. Tavares            53       ----         ----        Senior Vice President and Senior Lending
                                                               Officer of Bank


      The following is a description of the business experience during the
last 5 years of the Directors and Executive Officers:

      Thomas B. Almy: Architect with I. T. Almy Associates of Somerset,
      Massachusetts since 1963.

      James D. Carey: President and Chief Operating Officer of the Bank
      since July 1, 1988, and Chief Executive Officer of the Bank since
      January 1, 1996, Treasurer of the Corporation from its inception to
      March 12, 1996, and Executive Vice President of the Corporation since
      March 12, 1996. Mr. Carey was Executive Vice President of the Bank
      from May 1, 1988 to June 30, 1988 and Senior Vice President and Chief
      Financial Officer of First Cheshire National Bank of Keene, New
      Hampshire from September, 1986 to May, 1988.

      Peter G. Collias: Attorney with law firm of Peter G. Collias since
      1992; attorney with law firm of McGuire, Collias and Horvitz, Inc. of
      Fall River, Massachusetts since prior to 1992.

      Donald T. Corrigan: Chairman of the Board of Directors of the Bank
      since 1984 and of the Corporation since March 12, 1996, Chief
      Executive Officer of the Bank from 1969 to his retirement December 31,
      1995, President of the Corporation from its inception in 1989 until
      March 12, 1996, and President of the Bank from 1969 to 1984. Retired
      Rear Admiral U.S. Navy Reserve; Incorporator U.S.S. Massachusetts
      Memorial; Associate Charlton Memorial Hospital; member of Board of
      Directors of St. Anne's Hospital of Fall River; member of Economic
      Development Committee of the Town of Somerset, and Managing Partner of
      Narry Boats LLC of Bristol, RI.

      Melvyn A. Holland: Managing Partner at Rosenfield, Holland & Raymon
      PC, Certified Public Accountants of New Bedford, Massachusetts, since
      prior to 1994.

      William Q. MacLean Jr: Account Executive of Sylvia Group in New
      Bedford, Massachusetts since prior to 1994. President/Founder of
      MacLean Consulting, Inc., a general business consulting company in
      Boston, Massachusetts. Director of the former National Bank of
      Fairhaven and Fairbank, Inc. from 1984 to 1993.

      Francis A. Macomber: President, Treasurer and a Director of LeComte's
      Dairy of Somerset, Massachusetts since prior to 1994.

      Majed Mouded: Physician and endocrinologist, Chief of Medicine at St.
      Anne's Hospital in Fall River, Massachusetts from 1995-1996, on active
      staff since prior to 1994.

      Shaun O'Hearn Sr.: President of Bolger & O'Hearn, Inc., a color and
      chemicals company in Fall River, Massachusetts, since prior to 1994.

      Lawrence J. Oliveira, DDS: Orthodontist from New Bedford and
      Mattapoisett, Massachusetts since prior to 1994. Incorporator, Trustee
      and Director respectively of the former New Bedford Institution for
      Savings from 1975 to 1993, serving as Director from 1983 to 1993.

      Peter Paskowski: President of the Bank from January 1, 1988 until his
      retirement on June 30, 1988 and Executive Vice President of the Bank
      from 1984 to 1987.

      Kenneth R. Rezendes: Chairman of K. R. Rezendes, Inc., a heavy
      construction firm, since 1967. President of K. R. Rezendes, Inc. from
      1965 to 1997. President of K. R. Management Corp., President and Chief
      Executive Officer of the Corporation since March 12, 1996.

      William J. Sullivan: President and Director of Sullivan Funeral Homes,
      Inc. of Fall River and Somerset, Massachusetts since prior to 1994.

      Charles Veloza: Past President and Director of Charlie's Oil Co., a
      heating and fuel oil distribution business of Fall River,
      Massachusetts since prior to 1994.

      David F. Westgate: President of Quequechan Management Corp., a
      management consulting firm in Fall River, Massachusetts since prior to
      1994. Senior Vice President/Senior Lending Officer of the former Bank
      of New England South from 1978 to 1990.

      Edward Bernardo, Jr.: Treasurer of the Bank and Corporation since
      April 2000, Vice President of the Bank since 1996. Employed by Bank
      since 1996 through acquisition of National Bank of Fairhaven.

      Susan R. Hajder: Senior Vice President of the Bank since 1990 and
      Operations Officer of the Bank since 1986. Employed by Bank since
      1973.

      Charlene J. Jarest: Vice President/Corporate Services of the Bank
      since 1993. Employed by the Bank since 1991.

      Carol A. Martin: Senior Vice President of the Bank since 1996 and
      Branch Administrator of the Bank since 1989. Employed by the Bank
      since 1963.

      Manuel J. Tavares: Senior Vice President and Senior Lending Officer of
      the Bank since 1989. Employed by Bank since 1987.

       SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following table sets forth information concerning beneficial
ownership of the Corporation's common stock by each Director, Honorary
Director and nominee of the Corporation, by certain executive officers and
by the executive officers and directors as a group as of December 31, 2000.
Beneficial ownership includes any shares that the individual has the right
to acquire within 60 days of February 28, 2001 through the exercise of an
option.




Name and Address                         Amount and Nature of    Percent
of Beneficial Owner                      Beneficial Ownership    of Class
- -------------------                      --------------------    --------

Directors and Nominees:

                                                             
Thomas B. Almy                              70,452.290(1)          1.80
958 Regan Road
Somerset, MA 02726

James D. Carey                              25,021.396(2)           .64
311 Pearse Road
Swansea, MA 02777

Peter G. Collias                            22,481.510(3)           .58
254 French Street
Fall River, MA 02720

Donald T. Corrigan                          67,821.213(4)          1.74
95 Captain's Way
Somerset, MA 02726

Melvyn A. Holland                            4,893.795              .13
16 Hidden Bay Drive
So. Dartmouth, MA 02748

William Q. MacLean Jr.                      23,031.174(5)           .59
349 Dana Farm
Fairhaven, MA 02719

Francis A. Macomber                        125,386.773(6)          3.21
27 Cypress Road
Somerset, MA 02726

Majed Mouded MD                             66,529.000(7)          1.70
111 Pontiac Road
Somerset, MA 02726

Shaun O'Hearn Sr.                            8,208.981(8)           .21
1567 Gardners Neck Road
Swansea, MA 02777

Lawrence J. Oliveira, DDS                   31,097.711(9)           .80
20 Holly Lane
Mattapoisett, MA 02739

Peter Paskowski                             31,557.000(10)          .81
113 Cusick Lane
Somerset, MA 02726

Kenneth R. Rezendes                        144,174.733(11)         3.69
Sammy's Lane
Assonet, MA 02702

Bernard T. Shuman (Honorary Director)        6,469.231              .17
293 Seaview Avenue
Swansea, MA 02777

William J. Sullivan                         43,263.426(12)         1.11
308 New Boston Road
Fall River, MA 02720

Charles Veloza                             123,052.000             3.15
100 Plymouth Blvd.
Westport, MA 02790

David F. Westgate                            5,558.133              .14
47 Water Street
Mattapoisett, MA 02739

<FN>
NOTES:
<F1>  Includes 54,570.700 shares held jointly with Mr. Almy's wife.
<F2>  Includes 9,574.738 shares held jointly with Mr. Carey's wife,
      2,900.129 shares as custodian for other family members, and 1,210.240
      shares as custodian for others.
<F3>  Includes 7,772.254 shares held jointly with Mr. Collias' wife.
<F4>  Includes 519 shares held with another family member, 3,587.217 shares
      held as custodian for other family members, and 14,520.996 shares held
      as cotrustee in trust for other family members, 2,000 shares held in
      IRA with A. G. Edwards as custodian, and 5,490 shares held through
      brokers.
<F5>  Includes 16,769.115 shares held in revocable trust.
<F6>  Includes 5,401.487 shares held by a pension trust of LeComte's Dairy,
      69,080.674 shares held by Mr. Macomber's wife, 3,597.556 shares held
      as custodian for other family members.
<F7>  Includes 51,264 shares held jointly with Dr. Mouded's wife, and 5,512
      shares held by wife jointly with child.
<F8>  Includes 332.307 shares held jointly with Mr. O'Hearn's wife, and
      3,655.876 shares held by a pension plan of Bolger & O'Hearn.
<F9>  Includes 18,378.008 shares held by a pension plan of Lawrence J.
      Oliveira DDS P.C, and 8,409.161 shares held through broker.
<F10> Includes 16,537 shares held jointly with Mr. Paskowski's wife.
<F11> Includes 11,844.301 shares held in IRA with F & Co as custodian, and
      62,227.254 shares held through brokers.
<F12> Includes 18,142.551 shares held jointly with Mr. Sullivan's wife and
      561.120 shares held jointly with children, and 220 shares held jointly
      with parent.
</FN>


Executive Officers:



                                           
James D. Carey                  See Above        See Above

Kenneth R. Rezendes             See Above        See Above

Manuel J. Tavares              10,603.398            .27

All Executive Officers and    809,601.764 shs      20.74%
 Directors as a Group


           SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

      The directors and executive officers of the Corporation became subject
to the reporting requirements of Section 16 of the Securities Exchange Act
of 1934 as a result of the required registration of the Corporation's common
stock under that Act. Regulations under the Act require that each director
and executive officer file initial reports of beneficial holdings of the
Corporation's securities, periodic reports of any changes in beneficial
holdings and annual reports except where all required transactions have
previously been reported. All of the required reports have been filed with
the SEC. There were two late filings regarding the holdings of Mr. Bernardo
and one transaction of Dr. Oliveira.

           COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

      A structured compensation system is in place at the Bank. Each
position has been scored using a point factor analysis system. Jobs with
similar point totals, indicating similar levels of responsibility and
authority, have been grouped together. Salary ranges have been assigned to
these job groupings. Officers' evaluations are based upon performance to
established standards, the standards having been written into each
evaluation category. This measurement to standards then dictates the level
of merit increase proposed for each officer within guidelines set by the
Compensation Committee.

      The adequacy of the salary ranges and each officer's current
compensation level is tested annually through the use of competitive market
data. The Bank currently uses a Banking Compensation Report, produced by an
independent consulting company. In 2000, there were 142 participants in the
entire survey. The Bank's current peer group are those institutions with
assets of $250 Million to $399.9 Million. The Bank's data is included in
this survey, along with twenty-five other institutions.

      An array of each officer's position and comparative market data is
prepared for the Compensation Committee's review. This information is
analyzed by the Committee whereby each officer's performance and merit
increase recommendations are presented.

      The Compensation Committee, excluding Mr. Carey, reviews the
performance of the President/Chief Executive Officer of the Bank. This
review is qualitative in nature and takes into consideration such factors as
overall performance of the Bank, improvement in shareholder value,
preservation and constant enhancement of the corporate image, including the
Bank's leadership and involvement in the community, efficient use of
financial and human resources, and the overall financial performance of the
Bank. The President's salary is tested against the market data noted above.

      Bonuses are predicated on the achievement of the current year's
budgeted earnings as established independently by the Budget Committee. The
bonus is applied if the target earnings level is obtained and adjusted
incrementally if the earnings fall below target. The target excludes
extraordinary income and expense items and gains or losses recognized on the
sale of securities.

      The Compensation Committee also awards stock options to officers as
provided for by the Stock Option Plan under the Discretionary Grant Program.
In making any determinations as to persons to whom options are granted and
the number of stock options granted, the Committee takes into account the
duties of the respective individual, their contribution to the success of
the Company during the year, and such other factors as the Committee deems
relevant.

      The Bank's Chief Executive Officer's compensation in 2000 reflected
the overall performance of Mr. Carey, which is supported by the Company's
increase in earnings level, expansion of the Bank's customer base, and the
overall quality and growth of the Company's assets.

      Prior to 1998, the Company maintained a Defined Benefit Pension Plan
which provided retirement benefits to each eligible officer and employee. As
of December 31, 1997, the Company elected to curtail this plan and in turn
establish a profit sharing type retirement plan effective January 1, 1998.

                        Compensation Committee:
                        Kenneth R. Rezendes, Chairman
                        Francis A. Macomber
                        James D. Carey
                        William J. Sullivan
                        Donald T. Corrigan
                        David F. Westgate

                EXECUTIVE COMPENSATION TABLES AND INFORMATION

      The following table sets forth the dollar value of all compensation
paid during the last three fiscal years to the Company's and the Bank's
highest paid executive officers including the Chief Executive Officer, whose
compensation exceeded $100,000:

                         SUMMARY COMPENSATION TABLE




                                                                       Long Term
                                         Annual Compensation          Compensation
                                  --------------------------------    ------------
                                                                         Awards
                                                      Other Annual     Securities       All Other
                                  Salary     Bonus    Compensation     Underlying    Compensation(6)
                          Year      $          $           $            Options             $
                          ----    ------     -----    ------------     ----------    ---------------

                                                                      
James D. Carey            2000    201,009     -0-         -0-           2,000           20,431(1)
President/CEO-Bank        1999    190,742    9,975        -0-           2,100(4)        20,965(1)
Exec Vice President-      1998    175,008    7,729        -0-           2,100(4)        15,685(1)
Bancorp

Kenneth R. Rezendes       2000      -0-       -0-      18,100(5)        2,000              692(2)
President/CEO-Bancorp     1999      -0-       -0-      18,050(5)        2,100(4)         1,473(2)
                          1998      -0-       -0-      11,200(5)        2,100(4)           565(2)

Manuel J. Tavares         2000    108,285     -0-         -0-           1,500            5,816(3)
Senior Vice President     1999    102,615    6,000        -0-           1,575(4)         6,828(3)
Senior Lending Officer    1998     97,348    4,969        -0-           1,575(4)         5,915(3)

<FN>
<F1>  Includes $18,652, $17,280, and $12,193 accrual in 2000, 1999, and 1998
      respectively in connection with the Supplemental Retirement Agreement
      (SERP) entered into with Mr. Carey in 1995, which provides for the
      payment to Mr. Carey upon his retirement of $3,000 per month for 120
      months, and insurance premiums for directors life insurance and group
      life insurance of $1,779 for 2000, $2,828 for 1999, and group life
      insurance of $3,492 for 1998; and in 1999, $857 tax-effected value of
      the Slade's Ferry Preferred Capital Corporation preferred stock award.
<F2>  Represents premium for directors life insurance of $692, $716, and
      $565 for 2000, 1999 and 1998, respectively; and in 1999, $757 tax-
      effected value of the Slade's Ferry Preferred Capital Corporation
      preferred stock award.
<F3>  Includes $5,266, $4,876, and $4,515 accrual in 2000, 1999 and 1998
      respectively in connection with the Supplemental Retirement Agreement
      (SERP) entered into with Mr. Tavares in 1996, which provides for the
      payment to Mr. Tavares upon his retirement of $1,500 per month for 120
      months and group life insurance premiums of $550, $1,095 and $1,400
      for 2000, 1999, and 1998 respectively; and in 1999, $857 tax-effected
      value of the Slade's Ferry Preferred Capital Corporation preferred
      stock award.
<F4>  Options granted in 1998 and 1999 became subject to a 5% stock dividend
      declared in January 2000.
<F5>  Director's fees (see Compensation of Directors)
<F6>  Additional compensation benefits will accrue under the Company's
      Profit Sharing Plan established in 1998 under the formula which
      allocates one (1) unit for each $1,000 of compensation and one (1)
      unit for each full year of service with the Company. The Plan was
      adopted in 1998 and contributions to the plan consisted of $150,000 in
      2000 and $111,750 in 1999. Contributions to the Plan are determined
      each year by the Board of Directors.
</FN>


                        Stock Options Granted in 2000

      The following table illustrates certain information for the Executive
Officers named regarding stock option grants made in 2000 under the
Company's 1996 Stock Option Plan (the "Plan"). No stock appreciation rights
("SAR's") were granted in 2000 and none are outstanding.




                              Individual Grants

                       Number of                                                        Potential Realizable Value
                       Securities      % of Total                                       At Assumed Annual Rate of
                       Underlying    Options Granted    Exercise Price                  Stock Price Appreciation
                        Options      to Employees in      Per Share       Expiration       for Option Term(3)
Name                   Granted(4)         2000            ($/sh)(4)          Date         5%             10%
- ----                   ----------    ---------------    --------------    ----------      --             ---

                                                                                     
James D. Carey          2,000(1)         17.39%             $10.00         4/09/05      $3,420         $8,600

Kenneth R. Rezendes     2,000(2)         06.67%             $10.00         4/09/05      $3,420         $8,600

Manuel J. Tavares       1,500(1)         13.04%             $10.00         4/09/05      $2,565         $6,450

<FN>
<F1>  Options granted to Mr. Carey and Mr. Tavares are incentive stock
      options awarded under and subject to the terms and conditions of the
      Discretionary Grant Program of the Plan administered by the Stock
      Option Plan Committee of the Board of Directors. These options as
      granted are exercisable immediately at a price per share equal to the
      market price on the date of grant.
<F2>  Options granted to Mr. Rezendes are awarded under and are subject to
      the terms and conditions of the Automatic Grant Program of the Plan
      which provides that an option for 2,000 shares be granted each plan
      year to each eligible nonemployee director of the Corporation. These
      options are exercisable immediately at a price per share equal to the
      market price on the date of grant.
<F3>  The dollar amounts under these columns are the results of calculations
      at the 5% and 10% rate required by the SEC and therefore are not
      intended to forecast possible future appreciation, if any, of the
      stock price for options expiring on April 9, 2005. The Company's per
      share stock price would be $11.71 and $14.30 if increased 5% and 10%
      respectively, compounded annually over the remaining life of the stock
      options, based on the closing price per share of $9.50 at December 31,
      2000.
<F4>  The number of shares underlying outstanding options granted under the
      Plan and the exercise price of those options are subject to adjustment
      to reflect any stock split, stock dividend, or other changes in
      capitalization affecting the outstanding common stock.
</FN>


      The following table presents certain information for the named
executive officers relating to the exercise of stock options during 2000
and, in addition, information relating to the value of unexercised stock
options.

             Aggregated Option Exercises in the Last Fiscal Year
                      And Fiscal Year-end Option Values




                                                      Number of Securities            Value of Unexercised
                                                     Underlying Unexercised         In-The-Money Options at
                                                        Options 12/31/00                  12/31/00(1)
                        # Shares                  ----------------------------    ----------------------------
                        Acquired       Value
                       on Exercise    Realized    Exercisable    Unexercisable    Exercisable    Unexercisable
                            #           ($)            #               #               $               $
                       -----------    --------    -----------    -------------    -----------    -------------

                                                                                    
James D. Carey             -0-          -0-          8,405            -0-          $2,249.10          -0-

Kenneth R. Rezendes        -0-          -0-          6,200            -0-             -0-             -0-

Manuel J. Tavares          -0-          -0-          6,304            -0-          $1,687.08          -0-

<FN>
<F1>  The value of unexercised In-The-Money Options is expressed as the
      market value of the common stock at December 31, 2000 at $9.50 per
      share over the exercise price of each option.
</FN>


                             RETIREMENT BENEFITS

      Prior to 1998, the Company maintained a Defined Benefit Pension Plan
which provided retirement benefits to each established officer and employee.
An employee must have been age 21 and have served with the Company one (1)
full year of service to have been eligible. The annual benefits formula for
normal retirement age of 65 provided for 1.5% of total salary plus .5% of
compensation in excess of integration level per year of service.

      The following table illustrates the estimated retirement benefit
payable to eligible officers and employees upon retirement at age 65 in
various salary groups with various years of services.

                             PENSION PLAN TABLE
                              Years of Service



Remuneration    15 Yrs     20 Yrs     25 Yrs     30 Yrs      35 Yrs
- ------------    ------     ------     ------     ------      ------

                                             
$100,000        $29,325    $39,100    $48,875    $58,650    $ 68,425
$125,000        $36,825    $49,100    $61,375    $73,650    $ 85,925
$150,000        $44,325    $59,100    $73,875    $88,650    $103,425
$175,000        $47,325    $63,100    $78,875    $94,650    $110,425
$200,000        $47,325    $63,100    $78,875    $94,650    $110,425
$225,000        $47,325    $63,100    $78,875    $94,650    $110,425
$250,000        $47,325    $63,100    $78,875    $94,650    $110,425


      The benefits shown in the Pension Plan Table are based on a formula of
1.5% of compensation per year plus .5% of compensation in excess of $9,000
per year. The maximum years of service considered for benefit purposes is
35. Annual compensation for benefits is capped at $160,000, per Internal
Revenue Code Section 401(a)(17). Benefits shown are payable as a life
annuity at age 65 and will not be subject to reductions because of social
security benefits. The life annuity is the Normal Form as defined by the
Plan document. Employees who had worked over 1000 hours in the twelve month
period beginning on their date of hire and had attained age twenty-one were
eligible to participate in the Plan as of the next January 1 or July 1, the
Plan entry dates. The Plan covered all employees who met the eligibility
provisions, except employees covered by a collective bargaining agreement
and non-resident aliens. In addition, benefit accruals and Plan
participation were frozen by amendment effective December 31, 1997. The
years of credited service as of January 1, 1998 for the executive officers
named on the Summary Compensation Table who are eligible for retirement
benefits are as follows: James D. Carey - 10 Years; and Manuel J. Tavares -
11 years.

      As of December 31, 1997, the Company elected to curtail the Employees
Defined Benefit Pension Plan. This decision was based on the costs
associated with the Defined Benefit Plan, and the complexities of the
marketability of the Plan to its employees. The Company in turn has
established a profit sharing type retirement plan effective January 1, 1998,
which provides the employee with full investment directions of the funds
allocated to his or her account. The contribution by the Company to the new
Profit Sharing Plan is an amount to be fixed each year by the Board of
Directors. The amount allocated to each employee is based on a formula that
provides one (1) unit for each $1,000 of compensation, and one (1) unit for
each full year of service with the Company. The grand total of units of all
eligible employees then becomes the denominator for the allocation of the
contribution to each employee's account. At December 31, 2000, the Defined
Benefit Plan was underfunded. Although it is dependent upon market
conditions, it is currently estimated that the Plan's assets will earn
sufficient income in the next three to four years to become fully funded.
Upon reaching a fully funded status, each participant's lump sum value of
the December 31, 1997 accrued benefit will be distributed from the Defined
Benefit Plan. The participant will be given the option of rolling over their
Defined Benefit Plan benefit into the new Profit Sharing Plan.

      The Company also provides a 401K Plan which is available to eligible
employees who attain age 21 and complete one year of service. The Company
contributes a discretionary amount as determined by the Board of Directors
to the 401K Plan.

             EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND
                       CHANGE-IN CONTROL ARRANGEMENTS

      In 1995, the Company entered into a Supplemental Executive Retirement
Agreement (SERP) with Mr. Carey which provides for a payment to Mr. Carey
upon his retirement of $2,500 per month for 120 months and further provides
for payment of lifetime medical insurance coverage for Mr. Carey and his
wife. The agreement is contingent upon Mr. Carey remaining employed by the
Corporation or the Bank until his retirement, but the agreement does not
constitute an employment agreement or confer any right to employment on Mr.
Carey. Effective January 1, 1999, the agreement was amended to provide Mr.
Carey with $3,000 per month for 120 months upon his retirement. As a
condition of the agreement, Mr. Carey is required not to compete with the
Corporation or the Bank, either while employed or while receiving benefits
under the Agreement. The Corporation's obligation under the Agreement is
unfunded. However, in the event of a change of control of the Corporation,
Mr. Carey has the right to require that the Corporation's obligation be
irrevocably funded.

      In 1996, the Bank entered into a substantially identical Supplemental
Executive Retirement Agreement (SERP) with Mr. Tavares, which provides a
payment to Mr. Tavares of $1,500 per month for 120 months upon his
retirement.

         COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

      The Compensation Committee of the Company's Board of Directors
includes among others: Kenneth R. Rezendes, James D. Carey and Donald T.
Corrigan. Mr. Rezendes is currently the President and Chief Executive
Officer of the Company. Mr. Carey is currently the Executive Vice President
of the Company and the President and Chief Executive Officer of the Bank.
Mr. Corrigan is currently the Chairman of the Board of the Company and the
Bank and is the former President and Chief Executive Officer of the Company
and the Bank.

                        STOCK PERFORMANCE COMPARISON

      The following graph compares the performance of the Company for the
periods indicated with the performance of the NASDAQ Stock Market and the
performance of a group of banks in the $250 Million to $500 Million index
assuming reinvestment of dividends.




                                                          Period Ending
                              --------------------------------------------------------------------
Index                         12/31/95    12/31/96    12/31/97    12/31/98    12/31/99    12/31/00
- -----                         --------    --------    --------    --------    --------    --------

                                                                         
Slade's Ferry Bancorp          100.00      105.03      200.01      186.01      148.62      134.77
NASDAQ--Total US*              100.00      123.04      150.69      212.51      394.92      237.62
SNL $250M-$500M Bank Index     100.00      129.85      224.58      201.12      187.11      180.15

<FN>
*   Source: CRSP, Center for Research in Security Prices, Graduate School of
    Business, The University of Chicago 2001. Used with permission. All
    rights reserved. crsp.com.
</FN>


SNL Securities LC
(C) 2001                                                      (804) 977-1600

                       INDEPENDENT PUBLIC ACCOUNTANTS

      The Board of Directors of the Corporation have selected Shatswell,
MacLeod and Company to continue as their independent certified public
accountants for 2001. Shatswell, MacLeod and Company is expected to have a
representative available at the Annual Stockholders Meeting, who will have
the opportunity to make a statement if desired and will be available to
respond to appropriate questions.

               CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      Certain of the Corporation's and Bank's directors, executive officers,
and members of their families are at present, as in the past, customers of
the Bank and have transactions with the Bank in the ordinary course of
business. In addition, certain of the directors are at present, as in the
past, also directors, officers, or stockholders of corporations, trustees of
trusts, or members of partnerships which are customers of the Bank, and
which have transactions with the Bank in the ordinary course of business.
Such transactions with the directors, executive officers, members of their
families and with such corporations, trusts, and partnerships were on
substantially the same terms, including rates and collateral, as those
prevailing at the time for comparable transactions with other persons and
did not involve more than normal risk of collectability, or present other
features unfavorable to the Bank.

      During the fiscal year ended December 31, 2000 and in prior years, the
Corporation and/or the Bank retained the legal services of Peter G. Collias,
Esq. a director and Clerk/Secretary of the Bank and Bancorp; and the legal
services of Thomas H. Tucker, Esq., who is the son-in-law of Donald T.
Corrigan, a director and Chairman of the Board. The Bank also utilized in
2000 the services of Director Thomas B. Almy of I. T. Almy Associates for
architectural and related services. Various goods and materials were also
purchased from Charlie's Oil Company, of which Director Charles Veloza is
Past President; and from LeComte's Dairy, of which Director Francis A.
Macomber is President.

                             ADDITIONAL MATTERS

      The Annual Report of the Corporation for the fiscal year ended
December 31, 2000, including financial statements, is enclosed herewith.

      As of the date of this Proxy Statement, management knows of no matters
that will be presented for determination at the annual meeting other than
those referred to herein. If any other matters properly come before the
annual meeting calling for a vote of stockholders, it is intended that the
shares represented by the proxies solicited by the Board of Directors will
be voted by the persons named therein in accordance with their best
judgements.

                                       By Order of the Board of Directors,

                                       /s/ Peter G. Collias

                                       Peter G. Collias
                                       Clerk/Secretary


Dated: March 7, 2001



                            SLADE'S FERRY BANCORP

                           SOMERSET, MASSACHUSETTS

                      Proxy Solicited on Behalf of the
                             Board of Directors
                         Annual Stockholders Meeting
                                April 9, 2001

- ----------------------------------------------------------------------------
The undersigned hereby appoint Lawrence J. Oliveira, William J. Sullivan, and
Charles Veloza or any one of them as my/our true and lawful attorney, with
full power of substitution, for me/us and in my/our name to vote, as
designated below, all the shares of common stock of Slade's Ferry Bancorp
held of record by the undersigned on February 23, 2001, at the Annual
Meeting of the stockholders of said Company to be held at the Venus de Milo
Restaurant, 75 Grand Army Highway, Swansea, Massachusetts on Monday, April
9, 2001 at 7:30 p.m. or at any adjournment thereof, with all powers I/we
should possess if personally present, hereby revoking all previous proxies.

For     Against

[ ]       [ ]      (1)   To elect James D. Carey, William Q. MacLean Jr.,
                         Francis A. Macomber, Majed Mouded, MD, and David F.
                         Westgate as Class Three Directors for a term of
                         three years. (Authority to vote for the election
                         of a specifically named individual may be withheld
                         by crossing out the name of such individual.)

[ ]       [ ]      (2)   To elect Peter G. Collias as Clerk/Secretary for a
                         term of one year.

[ ]       [ ]      (3)   In their discretion, the proxies are authorized to
                         consider and act upon such other business matters or
                         proposals as may properly come before the meeting.

- ----------------------------------------------------------------------------

The shares represented by the proxy will be voted as directed by the
undersigned. It is the intention of proxies to vote "FOR" the proposals set
forth under Items 1 and 2 if no contrary instruction is indicated.

- ----------------------------------------------------------------------------


                                    ----------------------------------------
                                    Signature                           Date

                                    ----------------------------------------
                                    Signature                           Date

Please date, sign and return this    In signing, please write name(s)
proxy in the enclosed envelope       exactly as appearing in the imprint
promptly.                            on this proxy. If signing as
                                     Executor, or in any other
                                     representative capacity, or as an
                                     officer of a corporation, please
                                     indicate your full title as such.


             MAILING INSTRUCTIONS - Fold the form along lines as
               indicated and insert in the envelope provided.