FEDERAL DEPOSIT INSURANCE CORPORATION

RE: Washington Trust Company of Westerly
Westerly, Massachusetts
Application for Consent to Merge and to Establish Two Branches

ORDER AND BASIS FOR CORPORATION APPROVAL

Pursuant to Section 18(c) and other provisions of the Federal Deposit Insurance Act ("FDI Act"), Washington Trust Company of Westerly, Westerly, Rhode Island ("Washington Trust"), an insured state nonmember bank with total resources of $973,767,000 and total deposits of $568,530,000 as of March 31, 1999, has filed an application for the Corporation's consent to merge under its charter and title with PierBank, Inc., Narragansett, Rhode Island ("PierBank"), an insured state member bank with total resources of $59,889,000 and total deposits of $53,010,000, as of March 31, 1999 and to establish the two offices of PierBank as branches of the resultant bank. Notice of the proposed transaction, in a form approved by the Corporation, has been published pursuant to the FDI Act.

A review of available information revealed no inconsistencies with the purposes of the Community Reinvestment Act. The resultant institution is expected to continue to meet the credit needs of its entire community, consistent with the safe and sound operation of the institution.

In connection with the application, the Corporation has taken into consideration the competitive effects of the proposed transaction, which would result in a 297 point increase in the Herfindahl-Hirschman Index for a post-merger level of 2,601 in the relevant geographic market of the portion of Washington County that lies within the Federal Reserve Bank of Boston's Providence Banking Market, based on deposit figures as of June 30, 1998; the financial and managerial resources and future prospects of the proponent banks, and the resultant bank; and the convenience and needs of the community to be served.

Having found favorably on these statutory factors and having considered other relevant information, including any reports on the competitive factors furnished by the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Director of the Office of Thrift Supervision, and the Attorney General of the United States, it is the Corporation's judgement that the application should be and hereby is approved, subject to the following conditions:

1. That the transaction shall not be consummated before the fifteenth calendar day following the date of this Order or no later than six months after the date of this Order unless such period is extended for good cause by the Corporation;

2. That all necessary and final approvals be received from other regulatory authorities; and

3. Until the proposed transaction becomes effective, the Corporation shall have the right to alter, suspend, or withdraw its approval should any interim development be deemed to warrant such action.

By Order of the Deputy Director of the Division of Supervision, acting pursuant to delegated authority for the Board of Directors of the Corporation.

Dated at Washington, D.C., this day of August, 1999.

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Michael J. Zamorski
Deputy Director