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
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(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:

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

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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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
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount previously paid:

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing party:

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(4) Date Filed:

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Slade's Ferry Bancorp

Notice Of

Annual Meeting of Stockholders

And

Proxy Statement

Date:
Monday, April 8, 2002

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, 2002

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 08, 2002
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 One
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
Donald T. Corrigan, Lawrence J. Oliveira DDS, Peter Paskowski, Kenneth R.
Rezendes Sr., and Charles Veloza as Class One 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
22, 2002 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,

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 *** www.sladesferry.com

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 8, 2002 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 One Directors, each to hold office until
the 2005 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 attention is called to the accompanying Proxy Statement.

By Order of the Board of Directors,

Peter G. Collias, Clerk/Secretary

Somerset, Massachusetts
March 7, 2002

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 8, 2002

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
8, 2002 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, 2002. 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 22, 2002.
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
8, 2002 at 7:30 p.m. local time.

Purpose of the Annual Meeting
- -----------------------------
The purpose of the Meeting is: (1) the election of five Class One
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
22, 2002 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 3,883,643.200
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 1,420 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 18, 2002 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 22, 2002, the Directors and Executive Officers of the
Corporation beneficially owned in the aggregate 723,716.082 (18.64%) of the
issued and outstanding shares of the Corporation's common stock which may
be voted at the Meeting.

PROPOSAL ONE

ELECTION OF CLASS ONE 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 One Directors of the Corporation to serve until the year
2005 Annual Meeting of Stockholders and until their successors are elected
or qualified.

The names of the nominees for Class One 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
- ---- ------------ -------------- ----------

<s> <c> <c> <c>
Donald T. Corrigan Chairman of the Board 01/22/1959 Retired; Chairman of
95 Captains Way for the Bank and the the Board for the Bank
Somerset, MA 02776 Corporation and the Corporation
Age 71

Lawrence J. Oliveira DDS Director 10/14/1997 Orthodontist
20 Holly Lane
Mattapoisett, MA 02739
Age 56

Peter Paskowski Director 02/08/1971 Retired; former President
409 Mount Hope Road of the Bank
Somerset, MA 02726
Age 78

Kenneth R. Rezendes Sr President and Chief 02/13/1978 President and Chief
3 Sammy's Lane Executive Officer of Executive Officer of
Assonet, MA 02702 the Corporation the Corporation; President
Age 68 K.R. Rezendes, Inc.

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

<s> <c> <c> <c>
Charles Veloza Director 09/10/1979 Retired; Former
100 Plymouth Blvd President of Charlie's
Westport, MA 02790 Oil Co.
Age 76

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:

2003 - CLASS TWO

<s> <c> <c> <c> <c>
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 388 New Boston Road
Somerset, MA 02726 Fall River, MA 02720 So Dartmouth, MA 02748 Swansea, MA 02777 Fall River, MA 02720

2004 - CLASS THREE

<s> <c> <c> <c> <c>
James D. Carey William Q. MacLean Jr. Francis A. Macomber Majed Mouded, MD David F. Westgate
311 Pearse Road 34 John Street 27 Cypress Road 111 Pontiac Road 47 Water Street
Swansea, MA 02777 Newport, RI 02840 Somerset, MA 02726 Somerset, MA 02726 Mattapoisett, MA 02739

2001 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 2001, the Board of Directors of
the Bank held twelve regular monthly meetings, three 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-seven 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,
and Charles Veloza.

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 three 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.

The subcommittees consist of the Community Reinvestment Act (CRA)
Committee, Budget Committee, Building Committee, Strategic Planning
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 87%. All of the Directors attended at least 80% of the total meetings
of the Board of Directors and their assigned committees except for Mr.
Holland who attended 74%.

FEE ARRANGEMENTS

Directors are paid $350.00 for each Bank Board of Directors meeting
attended and $300.00 for each Bancorp meeting attended. In addition,
Executive Committee members are paid $350.00 for each Executive Committee
meeting attended, and the Executive Committee Clerk is paid an annual fee
of $2,000.00. The Chairman of the Board is paid $1,000.00 and the
President of the Bancorp is paid $2,000.00 for holding such positions. The
Corporate Secretary of the Bank is paid an annual fee of $2,000.00, with an
additional fee of $500.00 for serving as Corporate Secretary for the
Bancorp. Members of all other committees receive $250.00 per meeting
attended, $300.00 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.

AUDIT COMMITTEE CHARTER AND REPORT

Audit Committee Charter
- -----------------------

The Audit Committee operates pursuant to a Charter approved by the
Board of Directors, a copy of which is attached to this proxy statement as
Appendix A. The Charter sets out the responsibilities, authority, and
duties of the Audit Committee. The Charter specifies, among other things,
the structure, membership requirements, and the relationship of the Audit
Committee to the independent auditors and internal auditor.

Report of Audit Committee
- -------------------------

The Audit Committee's responsibilities include the oversight of the
Company's financial reporting process on behalf of the Board of Directors.
Management has the primary responsibility for the financial statements and
the reporting process including systems of internal controls, and
compliance with laws and regulations.

In fulfilling its oversight responsibilities, the Committee reviewed
with management and the independent auditors the audited financial
statements in the Annual Report. The independent auditors, who are
responsible for expressing an opinion on the conformity of the audited
financial statements with generally accepted accounting principles,
reviewed with the Committee their judgments as to the quality, not just
acceptability, of the Company's accounting principles and such other
matters that are required to be discussed with the Committee under
generally accepted auditing standards.

In addition, the Committee discussed with the independent auditors
matters required to be discussed by Statement on Auditing Standards No. 61
(Communication with Audit Committees).

The independent auditors also provided to the Committee the written
disclosures required by the Independence Standards Board, and the Committee
discussed with the independent accountants that firm's independence.

Based on the Committee's review and discussions referred to above,
the Committee recommended that the Board of Directors include the audited
consolidated financial statements in the Company's Annual Report on Form
10-K for the year end December 31, 2001.

The Committee and the Board have also recommended, subject to
shareholder approval, the selection of Shatswell MacLeod & Company, P.C. to
be the Company's independent auditors for year end 2002.

Audit Committee:
Peter G. Collias, Chairman
Melvyn A. Holland
Peter Paskowski
Charles Veloza
Cecelia Machado, Internal Bank Auditor

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. Honorary Director Bernard T. Shuman was deceased on
October 22, 2001. Currently, no individual serves as Honorary Director.

PROPOSAL TWO
ELECTION OF CLERK/SECRETARY

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

<s> <c> <c> <c> <c>
Thomas B. Almy 67 1964 2003

James D. Carey 59 1988 2004 President and Chief Executive Officer of
Bank; Executive Vice President of
Corporation

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

<s> <c> <c> <c> <c>
Peter G. Collias 70 1973 2003 Secretary and Clerk of Bank and of
Corporation

Donald T. Corrigan 71 1959 2002 Retired; Chairman of the Board of the
Bank and of Corporation

Melvyn A. Holland 64 1997 2003

William Q. MacLean Jr. 67 1997 2004

Francis A. Macomber 72 1980 2004

Majed Mouded, MD 60 1993 2004

Shaun O'Hearn Sr. 56 1997 2003

Lawrence J. Oliveira, DDS 56 1997 2002

Peter Paskowski 78 1971 2002 Retired; former President and Executive
Vice President Bank

Kenneth R. Rezendes 68 1978 2002 President and Chief Executive Officer
of Corporation

William J. Sullivan 62 1985 2003

Charles Veloza 76 1979 2002

David F. Westgate 61 1997 2004

Edward Bernardo Jr. 51 ---- ---- Vice President and Treasurer of Bank;
Treasurer of the Corporation

Susan R. Hajder 54 ---- ---- Senior Vice President and Operations
Officer of Bank

Charlene J. Jarest 51 ---- ---- Senior Vice President/Corporate
Services of Bank

Carol A. Martin 56 ---- ---- Senior Vice President/Branch
Administrator of Bank

Manuel J. Tavares 54 ---- ---- 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 &
Pielech 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 where Mr. Bernardo served
as Vice President and Chief Financial Officer since 1986.

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: Senior Vice President/Corporate Services of the Bank
since March, 2001; 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, 2002.
Beneficial ownership includes any shares that the individual has the right
to acquire within 60 days of February 28, 2002 through the exercise of an
option.

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

Directors and Nominees:

<s> <c> <c>
Thomas B. Almy 72,963.000(1) 1.81
958 Regan Road
Somerset, MA 02726

James D. Carey 26,531.730(2) .66
311 Pearse Road
Swansea, MA 02777

Peter G. Collias 25,039.896(3) .62
254 French Street
Fall River, MA 02720

Donald T. Corrigan 70,618.525(4) 1.75
95 Captain's Way
Somerset, MA 02726

Melvyn A. Holland 6,925.283 .17
16 Hidden Bay Drive
So. Dartmouth, MA 02748

William Q. MacLean Jr. 25,782.136(5) .64
349 Dana Farm
Fairhaven, MA 02719

Francis A. Macomber 125,136.106(6) 3.11
27 Cypress Road
Somerset, MA 02726

Majed Mouded MD 68,529.000(7) 1.70
111 Pontiac Road
Somerset, MA 02726

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

Shaun O'Hearn Sr. 12,723.976(8) .32
1567 Gardners Neck Road
Swansea, MA 02777

Lawrence J. Oliveira, DDS 38,610.152(9) .96
20 Holly Lane
Mattapoisett, MA 02739

Peter Paskowski 33,557.000(10) .83
113 Cusick Lane
Somerset, MA 02726

Kenneth R. Rezendes 151,654.377(11) 3.76
Sammy's Lane
Assonet, MA 02702

Bernard T. Shuman (Honorary Director) 8,200.000 .20
293 Seaview Avenue
Swansea, MA 02777

William J. Sullivan 46,637.464(12) 1.16
388 New Boston Road
Fall River, MA 02720

Charles Veloza 134,110.000 3.33
100 Plymouth Blvd.
Westport, MA 02790

David F. Westgate 8,180.693 .20
47 Water Street
Mattapoisett, MA 02739

<FN>
NOTES:
<F1> Includes 55,020.000 shares held jointly with Mr. Almy's wife.
<F2> Includes 10,994.241 shares held jointly with Mr. Carey's wife;
3,015.171 shares as custodian for other family members; and 1,385.008
shares as custodian for others.
<F3> Includes 8,080.563 shares held jointly with Mr. Collias' wife.
<F4> Includes 519 shares held with another family member, 3,729.513 shares
held as custodian for other family members, and 15,097.012 shares
held as cotrustee in trust for other family members, 2,000 shares
held in IRA with A. G. Edwards as custodian, and 5,573 shares held
through brokers.
<F5> Includes 17,434.312 shares held in revocable trust.
<F6> Includes 5,615.752 shares held by a pension trust of LeComte's Dairy;
104,365.120 shares held in revocable trust; and 4,243.263 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 345.489 shares held jointly with Mr. O'Hearn's wife;
3,800.898 shares held by a pension plan of Bolger & O'Hearn; and
2,352 shares held through broker.
<F9> Includes 19,107.027 shares held by a pension plan of Lawrence J.
Oliveira DDS P.C; and 13,184.233 shares held through broker.
<F10> Includes 16,537 shares held jointly with Mr. Paskowski's wife.
<F11> Includes 77,016.285 shares held in IRA with Dean Witter Reynolds as
custodian.
<F12> Includes 18,862.229 shares held jointly with Mr. Sullivan's wife and
583.380 shares held jointly with children, and 220 shares held
jointly with parent.
</FN>

Executive Officers:

<s> <c> <c>
James D. Carey See Above See Above

Kenneth R. Rezendes See Above See Above

Manuel J. Tavares 13,848.163 .34

All Executive Officers and 869,047.501 shs 21.56%
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.

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 2001, there were 137 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-nine 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 2001 reflected
the overall performance of Mr. Carey, which is supported by the Company's
increase in 2000 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 $
---- ------ ----- ------------ ---------- ---------------

<s> <c> <c> <c> <c> <c> <c>
James D. Carey 2001 211,019 17,000 -0- 2,000 21,379(1)
President/CEO-Bank 2000 201,009 -0- -0- 2,000 20,431(1)
Exec Vice President- 1999 190,742 9,975 -0- 2,100(4) 20,965(1)
Bancorp

Kenneth R. Rezendes 2001 -0- -0- 19,550(5) 2,000 718(2)
President/CEO-Bancorp 2000 -0- -0- 18,100(5) 2,000 692(2)
1999 -0- -0- 18,050(5) 2,100(4) 1,473(2)

Manuel J. Tavares 2001 120,867 8,500 -0- 1,500 6,175(3)
Senior Vice President 2000 108,285 -0- -0- 1,500 5,816(3)
Senior Lending Officer 1999 102,615 6,000 -0- 1,575(4) 6,828(3)

<FN>
<F1> Includes $20,144, $18,652, and $17,280 accrual in 2001, 2000, and
1999 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 executive life insurance of $1,235 for 2001, $1,779 for 2000, and
$2,828 for 1999; 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 $718, $692, and
$716 for 2001, 2000 and 1999, respectively; and in 1999, $757 tax-
effected value of the Slade's Ferry Preferred Capital Corporation
preferred stock award.
<F3> Includes $5,687, $5,266, and $4,876 accrual in 2001, 2000 and 1999
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 executive life insurance premiums of $488, $550 and
$1,095 for 2001, 2000, and 1999 respectively; and in 1999, $857 tax-
effected value of the Slade's Ferry Preferred Capital Corporation
preferred stock award.
<F4> Options granted in 1999 became subject to a 5% stock dividend
declared in January 2000.
<F5> Director's fees (see Fee Arrangements, Page 8)
<F6> Additional compensation benefits will accrue under the Company's
Profit Sharing Plan established in 1998 under the formula which
allocates five (5) units 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 $300,000
in 2001, $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 2001

The following table illustrates certain information for the Executive
Officers named regarding stock option grants made in 2001under the
Company's 1996 Stock Option Plan (the "Plan").

Individual Grants

Number of % of Total Potential Realizable Value
Securities Options At Assumed Annual Rate of
Underlying Granted Exercise Price Stock Price Appreciation
Options to Employees in Per Share Expiration for Option Term(3)
Name Granted(4) 2001 ($/sh)(4) Date 5% 10%
- ---- ---------- --------------- -------------- ---------- -- ---

<s> <c> <c> <c> <c> <c> <c>
James D. Carey 2,000(1) 14.81% $9.50 4/09/06 $15,440 $23,000
Kenneth R. Rezendes 2,000(2) 06.67% $9.50 4/09/06 $15,440 $23,000
Manuel J. Tavares 1,500(1) 11.11% $9.50 4/09/06 $11,580 $17,250

<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, 2006. The Company's
per share stock price would be $17.22 and $21.00 if increased 5% and
10% respectively, compounded annually over the remaining life of the
stock options, based on the closing price per share of $14.00 at
December 31, 2001.
<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 and stock
appreciation rights ("SARs") during 2001 and, in addition, information
relating to the value of unexercised stock options. In 2001, underlying
options previously granted and due to expire in April 2002 were exchanged
for SARs and exercised. This action was approved by the Board of
Directors.

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

Number of Securities Value of Unexercised In-The-
Underlying Unexercised Money Options at
# Securities Options at 12/31/01 12/31/01(1)
Underlying Value ---------------------------- ----------------------------
Options/SARs Realized Exercisable Unexercisable Exercisable Unexercisable
Exercised ($) # # $ $
------------ ------- ----------- ------------- ----------- -------------

<s> <c> <c> <c> <c> <c> <c>
James D. Carey 2,205 $3,351.60 8,200 -0- $19,394.00 -0-
Kenneth R. Rezendes -0- -0- 8,200 -0- $19,394.00 -0-
Manuel J. Tavares 1,654 $2,514.08 6,150 -0- $14,545.50 -0-

<FN>
<F1> The value of unexercised In-The-Money Options is expressed as the
market value of the common stock at December 31, 2001 at
$14.00 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
- ------------ ------ ------ ------ ------ ------

<s> <c> <c> <c> <c> <c>
$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 five (5) units 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, 2001, 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 five to
seven 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 three months 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.

Slade's Ferry Bancorp

Period Ending
--------------------------------------------------------------------
Index 12/31/96 12/31/97 12/31/98 12/31/99 12/31/00 12/31/01
- ----- -------- -------- -------- -------- -------- --------

<s> <c> <c> <c> <c> <c> <c>
Slade's Ferry Bancorp 100.00 191.04 177.67 141.96 129.90 220.32
NASDAQ - Total US* 100.00 122.48 172.68 320.89 193.01 153.15
SNL $250M-$500M Bank Index 100.00 172.95 154.89 144.1 138.74 197.12

SNL Securities LC
(c) 2002 (804) 977-1600

INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors of the Corporation have selected Shatswell,
MacLeod and Company, P.C. to continue as their independent certified public
accountants for 2002. This selection will be presented to shareholders for
ratification at the Annual Meeting. Shatswell, MacLeod and Company, P.C.
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, 2001 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 2001 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, 2001, 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.

HOUSEHOLDING OF MATERIALS

Pursuant to a notice sent by the Company to its eligible
shareholders, the Company sent only one copy of this Proxy Statement and
Annual Report to those households in which multiple shareholders shared the
same address, unless the Company received instructions from a shareholder
requesting that they receive separate copies of these materials. If you
are a shareholder who shares the same address as other shareholders of the
Company and would like to receive a separate copy of this Proxy Statement
or Annual Report, or of future proxy statements, information statements,
and annual reports, please contact Shareholder Services at (800)643-7537
(MA and RI only) or (508)675-2121, or by writing to Slade's Ferry Bancorp,
Shareholder Services, 100 Slade's Ferry Avenue, Somerset, MA 02726.

By Order of the Board of Directors,

Peter G. Collias
Clerk/Secretary

Dated: March 7, 2002

APPENDIX A

CHARTER

AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
SLADE'S FERRY TRUST COMPANY
(Approved March 12, 2001)

Purpose:
- --------

Slade's Ferry Bank, being aware of its responsibility to depositors
and stockholders, shall provide an Internal Audit Department whose function
is to evaluate independently the adequacy and effectiveness of the bank's
system of internal controls in order to protect the assets of the
corporation, as well as to insure the quality and safety of ongoing
operations.

In addition to the Internal Audit Department, Slade's Ferry Bank
shall, upon approval of the Board of Directors, acquire the services of an
independent certified public accountant, acceptable to the Commissioner of
Banks, Commonwealth of Massachusetts, to perform annually the necessary
examination of the assets and records of the corporation, and to render an
opinion accordingly as to the fairness of its financial statement.

Audit Committee - Structure:
- ----------------------------

The Audit Committee shall be comprised of four independent directors,
each of whom is able to read and understand fundamental financial
statements. In addition, one member should have professional certification
in accounting or other comparable experience.

Audit Committee Meetings:
- -------------------------

The Internal Auditor shall meet with the Audit Committee no less than
quarterly to report audit findings during each period and shall meet at
special meetings, if circumstances so require.

Scope:
- ------

The Internal Auditor shall establish necessary methods and measures
designed to:

1. Provide reasonable assurance that assets are safeguarded,
information is timely and reliable, and errors and
irregularities are discovered and corrected promptly.

2. Test and review the internal control system and make
suggestions on matters for improvement.

3. Review for compliance with laws, regulations, managerial
policies, procedures and sound fiduciary principles.

4. Provide for verification of account balances annually.

5. Promote operational efficiency

The Internal Auditor establishing an Audit Program on an annual basis
shall determine the necessary methods and measures of auditing. A complete
set of work papers should be maintained covering each unit audited.

Audit Program:
- --------------

The Audit Program shall indicate the types of audits and their
frequency to be performed. It shall include, but not be limited to, a
review of cash, cash items, securities, loans, collateral, deposit
accounts, and EDP operations. A detailed audit schedule shall be kept
under the control of the auditor.

Flexibility is necessary to conform to normal working conditions,
governed by peak operational periods and/or vacation periods. However, the
Internal Auditor's responsibility is to carry out the Audit Program and
report its findings directly to the Audit Committee of the Board of
Directors

Duties:
- -------

The Internal Auditor shall perform the necessary duties to meet the
requirements that have been established by the Audit Program. An Audit
Report shall be submitted to the Audit Committee on a quarterly basis.

The Audit Report shall contain the tests and audits that were
performed, as well as the auditor's findings and recommendations. Actions
taken to correct deficiencies should also be noted.

Exceptions:
- -----------

If the auditor, while performing tests to carry out the Audit
Program, discovers a discrepancy, procedural violation or unusual
occurrence, the auditor will then prepare an Exception Report to be issued
to the department supervisor and manager. Executive Management should also
receive a copy of this report.

The Exception Report must indicate the violation and/or finding along
with a request for corrective action. Exceptions should require a written
reply within thirty days.

If the supervisor fails to correct any irregularity discovered within
the designated time frame, the auditor will then submit an Interim Report
to Executive Management. If the exception is a major item, then the
auditor will immediately notify Executive Management and submit the
findings to the Chairman of the Audit Committee.

Standards:
- ----------

The examination of records, documents and items is to be made in
accordance with generally accepted auditing standards, and will include
such tests that the auditor deems necessary.

In the performance of the auditor's duties, the auditor must always
maintain professional and personal standards to carry out his/her duties
with a high regard to the safety of the bank, and responsibility to its
depositors, stockholders, and regulating agencies.

Audit Committee

Peter G.Collias, Chairman
Melvyn A. Holland
Peter Paskowski
Charles Veloza
Cecelia Machado, Internal Bank Auditor

SLADE'S FERRY BANCORP

SOMERSET, MASSACHUSETTS

Proxy Solicited on Behalf of the
Board of Directors
Annual Stockholders Meeting
April 8, 2002

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

The undersigned hereby appoint Peter G. Collias, Francis A. Macomber, and
David F. Westgate, 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 22, 2002, 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
8, 2002 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 Donald T. Corrigan, Lawrence J. Oliveira
DDS, Peter Paskowski, Kenneth R. Rezendes Sr., and
Charles Veloza as Class One 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.

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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.
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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.

[ ] I (we) will attend the meeting.

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