Weetamoe Bancorp

                                    Notice Of

                         Special Meeting of Stockholders

                                       And

                                 Proxy Statement



                                      Date:
                            Monday, December 9, 1996

                                      Time:
                                    4:30 P.M.

                                     Place:
                                  Banking Rooms
                           Slade's Ferry Trust Company
                                   Main Office
                            100 Slade's Ferry Avenue
                               Somerset, MA 02726


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|                          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.                                           |
|                                                                              |
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                                                               November 11, 1996


Dear Stockholder,

      You are cordially  invited to attend a Special Meeting of the Stockholders
of the Weetamoe  Bancorp to be held on Monday,  December 9, 1996 at 4:30 p.m. at
the Banking Rooms,  Slade's Ferry Trust Company,  Main Office, 100 Slade's Ferry
Avenue, Somerset, Massachusetts, 02726.

      You are hereby  notified  that this  Special  Meeting  involves a proposed
change of the Articles of Organization  and Company's  Bylaws.  The stockholders
are asked to vote to change the name of the corporation from Weetamoe Bancorp to
Slade's  Ferry  Bancorp,  and to vote to change  the Bylaws to  authorize  a new
position to be established, namely, Honorary Directors.

      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 Special  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 change of name of
the  corporation  from  Weetamoe  Bancorp to Slade's  Ferry  Bancorp and FOR the
establishment of a new position to be known as Honorary Directors.

      Your Board of  Directors  has fixed the close of  business  on November 1,
1996 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,


                                           By: /s/ Donald T. Corrigan
                                           -------------------------------------
                                           Donald T. Corrigan
                                           Chairman of the Board



   WEETAMOE BANCORP, 100 Slade's Ferry Avenue, Somerset, Massachusetts 02726
                         (508)675-2121 FAX (508)675-1751



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

                    NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To the Holders of Common Stock of Weetamoe Bancorp

      NOTICE IS HEREBY  GIVEN  that a Special  Meeting  of  Stockholders  of the
Weetamoe  Bancorp  will be held at the  Banking  Rooms of  Slade's  Ferry  Trust
Company (Main Office),  100 Slade's Ferry Avenue,  Somerset,  Massachusetts,  on
Monday,  December  9,  1996 at 4:30 p.m.  local  time  (the  "Meeting")  for the
following purposes, all as set forth in the attached Proxy Statement.

      1.    To amend Article I of the Articles of Organization  and Article I of
            the Bylaws of the  corporation to change the name of the corporation
            to Slade's Ferry Bancorp.

      2.    To amend the bylaws of the  corporation by adding a new Section 6 to
            Article III,  Board of  Directors,  entitled  Honorary  Directors as
            follows:

            "Section  6.  Honorary  Directors".   The  Board  of  Directors  may
            designate  and  appoint  such  person or  persons  as it  determines
            qualified to be an Honorary  Director.  To qualify to be an Honorary
            Director, a person must be a former Director in good standing of the
            corporation. The person must have resigned as a Director or not hold
            the office of Director at the time of  appointment  and must request
            that he be designated as Honorary  Director and approved by majority
            vote of the  Board  of  Directors.  Appointment  shall  be for  life
            subject to  termination at the discretion of the Board of Directors.
            An  Honorary  Director  shall be allowed  to attend  any  regular or
            special meeting of the Board of Directors and may participate in the
            meeting  subject  to the  control  of any  person  in  charge of the
            meeting. An Honorary Director shall not have any vote as a Director,
            his presence  shall not count  towards any  necessary  quorum and he
            shall not be counted  against the total  numbers of  directors.  Any
            Honorary  Director who,  acting in good faith,  suffers any monetary
            loss as a result of any claim,  lawsuit or action arising out of any
            action or  activity  as an  Honorary  Director  shall be entitled to
            indemnification  or  reimbursement  by the  corporation  upon a vote
            authorizing  such  indemnification  or reimbursement by the Board of
            Directors.  An Honorary  Director may be paid for  attendance at any
            such meeting at a fee established  from time to time by the Board of
            Directors.

      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 November 1,
1996 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,
                                        By: /s/ Peter G. Collias
                                        ----------------------------------------
                                        Peter G. Collias, Clerk/Secretary

Somerset, Massachusetts
November 11, 1996

      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.



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

                                 PROXY STATEMENT
                                     FOR THE
                         SPECIAL MEETING OF STOCKHOLDERS
                                December 9, 1996


      Accompanying  this Proxy  Statement is a notice of the Special  Meeting of
Stockholders  of  Weetamoe  Bancorp to be held at the  Banking  Rooms of Slade's
Ferry  Trust  Company,   Main  Office,  100  Slade's  Ferry  Avenue,   Somerset,
Massachusetts,  on  Monday,  December  9, 1996 at 4:30  p.m.  local  time.  Also
enclosed is a form of proxy for the Meeting and any  adjournment  thereof.  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  November 11, 1996.  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
November  1, 1996.  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 Special Meeting
- ---------------------------------------

      The Special Meeting of  Stockholders  will be held at the Banking Rooms of
Slade's Ferry Trust Company,  Main Office,  100 Slade's Ferry Avenue,  Somerset,
Massachusetts, on Monday, December 9, 1996 at 4:30 p.m. local time.

Purpose of the Special Meeting
- ------------------------------

      The purpose of the Meeting is: (1) to amend  Article I of the  Articles of
Organization  and Article I of the Bylaws of the  corporation to change the name
of the corporation to Slade's Ferry Bancorp,  effective  January 1, 1997; (2) to
amend the Bylaws of the  corporation  by adding a new Section 6 to Article  III,
Board of Directors, entitled Honorary Directors.

Stockholders Entitled to Vote; Outstanding Shares
- -------------------------------------------------

      The Board of Directors has fixed the close of business of November 1, 1996
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  2,776,921.001
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  851
holders of record of the Corporation's common stock.


                                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 the  proposed
amendments and changes to the Company's Bylaws as defined 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  issued and
outstanding  is necessary to approve the proposed  amendments and changes to the
Company's  Bylaws.  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.

      On  November  1,  1996,  the  Directors  and  Executive  Officers  of  the
Corporation  beneficially  owned  in the  aggregate  20.88%  of the  issued  and
outstanding  shares of the Corporation's  common stock which may be voted at the
Meeting.


                                  PROPOSAL ONE
                           CHANGE NAME OF CORPORATION

      To amend  Article I of the Articles of  Organization  and Article I of the
Bylaws to change the name of the  corporation  and applicable seal from Weetamoe
Bancorp to Slade's Ferry Bancorp, effective January 1, 1997.

      Name  recognition  is important in business and  particularly  in banking.
Slade's Ferry Trust Company has built up name  recognition  for quality  banking
for the last 35 years.  Slade's  Ferry Trust Company has for the last four years
used the name Slade's Ferry Bank to establish  firmly that our Bank represents a
full service bank enterprise.

      Our holding company,  however,  has the name Weetamoe Bancorp.  Because of
this name, the identity of the holding  company with Slade's Ferry Bank is weak,
and the benefit of Slade's Ferry's  reputation is lost on the general public and
potential  investors in the holding company's stock. The proposed change in name
in the holding company will rectify this problem.

      The Board of Directors of the Corporation recommends that the stockholders
vote FOR the name change of the corporation.


                                  PROPOSAL TWO
                          ESTABLISH HONORARY DIRECTORS

      To amend  the  bylaws  of the  corporation  by  adding a new  Section 6 to
Article III, Board of Directors, entitled Honorary Directors as follows:

      "Section 6. Honorary Directors".  The Board of Directors may designate and
      appoint  such  person  or  persons  as it  determines  qualified  to be an
      Honorary Director. To qualify to be an Honorary Director, a person must be
      a former  Director in good  standing of the  corporation.  The person must
      have resigned as a Director or not hold the office of Director at the time
      of appointment and must request that he be designated as Honorary Director
      and approved by majority vote of the Board of Directors. Appointment shall
      be for life  subject  to  termination  at the  discretion  of the Board of
      Directors.  An Honorary Director shall be allowed to attend any regular or
      special  meeting  of the Board of  Directors  and may  participate  in the
      meeting subject to the control of any person in charge of the meeting.  An
      Honorary  Director  shall not have any vote as a  Director,  his  presence
      shall not count towards any  necessary  quorum and he shall not be counted
      against the total numbers of directors.  Any Honorary Director who, acting
      in good faith, suffers any monetary loss as a result of any claim, lawsuit
      or action  arising out of any action or  activity as an Honorary  Director
      shall be entitled to  indemnification  or reimbursement by the corporation
      upon a vote authorizing such indemnification or reimbursement by the Board
      of Directors.  An Honorary Director may be paid for attendance at any such
      meeting at a fee established from time to time by the Board of Directors.

      The  Board  of  Directors  consists  of  twelve  members  who are also the
Directors of the wholly owned subsidiary,  Slade's Ferry Trust Company. A number
of the Directors go back in service to the original  incorporation  of the Bank.
Their  service over the 35 year history of the Slade's  Ferry Trust  Company has
been crucial to the Bank's  success.  However,  retirement  and absence from the
area during the colder months has made it difficult for some of the Directors to
attend all of the board  meetings.  This has led to the decision of the Board to
propose the position of Honorary Director to lessen the burden of responsibility
while  preserving  for the  corporation  the benefit of the Honorary  Directors'
advice and relationship.

      Weetamoe  Bancorp was  incorporated in 1988. At that time the Directors of
the Slade's  Ferry Trust Company were elected to serve as directors of Weetamoe.
The original  directors of Weetamoe Bancorp were exempt from the provision which
currently  requires  any  director  to retire at age 70.  Only one  director  of
Weetamoe  Bancorp has been elected since 1988 and he is the only one required to
retire from  service as a director  at age 70. The  remaining  eleven  directors
enjoy "grandfather" status, so called, and can seek reelection after age 70.

      Based on this,  the Board  submits for  approval  the category of Honorary
Director, a post which can be occupied by a former Director. This will allow the
holding  company and the Bank the best of both worlds - the  preservation of the
talent,  and the allowance to the Director of greater freedom in retirement.  As
an incident to the program,  vacancies  on the Board of Directors  can be filled
with  Directors who can  represent  the greater  reach of the Company's  service
area.


The Board of Directors of the Corporation  recommends that the stockholders vote
FOR the  amendment  to the  Bylaws  to  include a new  classification,  Honorary
Directors.


                               ADDITIONAL MATTERS


      As of the date of this  Proxy  Statement,  management  knows of no matters
that will be presented for determination at the special meeting other than those
referred  to herein.  If any other  matters  properly  come  before the  special
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,


                                        By: /s/ Peter G. Collias
                                        ----------------------------------------
                                        Peter G. Collias
                                        Clerk/Secretary

Dated:  November 11, 1996